Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2023 | |
Document Information Line Items | |
Entity Registrant Name | Envoy Medical, Inc. |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 3 |
Entity Central Index Key | 0001840877 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 4,218 | $ 183 |
Accounts receivable, net | 70 | 41 |
Other receivable | 176 | |
Inventories | 1,404 | 1,295 |
Prepaid expenses and other current assets | 957 | 129 |
Total current assets | 6,825 | 1,648 |
Property and equipment, net | 351 | 331 |
Total assets | 7,640 | 2,556 |
Current liabilities: | ||
Accounts payable | 1,554 | 1,003 |
Accrued expenses | 4,613 | 608 |
Product warranty liability, current portion | 311 | 335 |
Total current liabilities | 6,636 | 2,519 |
Product warranty liability, net of current portion | 1,923 | 2,143 |
Warrant liability | 332 | |
Forward purchase agreement put option liability | 103 | |
Forward purchase agreement warrant liability | 4 | |
Total liabilities | 9,402 | 38,751 |
Commitments and contingencies (see Note 15) | ||
Stockholders’ deficit: | ||
Additional paid-in capital | 255,596 | 189,904 |
Accumulated deficit | (257,242) | (225,985) |
Accumulated other comprehensive loss | (118) | (115) |
Total stockholders’ deficit | (1,762) | (36,195) |
Total liabilities and stockholders’ deficit | 7,640 | 2,556 |
Series A Preferred Stock | ||
Stockholders’ deficit: | ||
Series A Preferred stock, $0.0001 par value; 10,000,000 and zero shares authorized as of December 31, 2023 and 2022, respectively; 4,500,000 and zero shares issued and outstanding as of December 31, 2023 and 2022, respectively | ||
Class A Common Stock | ||
Stockholders’ deficit: | ||
Class A Common stock, $0.0001 par value; 400,000,000 and 232,000,000 shares authorized as of December 31, 2023 and 2022, respectively; 19,599,982 and 10,122,581 shares issued and outstanding as of December 31, 2023 and 2022, respectively | 2 | 1 |
Related Party | ||
Current assets: | ||
Operating lease right-of-use assets (related party) | 464 | 577 |
Current liabilities: | ||
Convertible notes payable, current portion (related party) | 448 | |
Operating lease liability, current portion (related party) | 158 | 125 |
Convertible notes payable, net of current portion (related party) | 33,397 | |
Operating lease liabilities, net of current portion (related party) | 404 | 565 |
Warrant liability (related party) | $ 127 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 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 | 10,000,000 |
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 | 19,599,982 | 10,122,581 |
Common stock, shares outstanding | 19,599,982 | 10,122,581 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Net revenues | $ 316 | $ 237 |
Costs and operating expenses: | ||
Cost of goods sold | 789 | 498 |
Research and development | 8,956 | 4,975 |
Sales and marketing | 1,666 | 885 |
General and administrative | 7,276 | 2,585 |
Total costs and operating expenses | 18,687 | 8,943 |
Operating loss | (18,371) | (8,706) |
Other income (expense): | ||
Loss from changes in fair value of convertible notes payable (related party) | (13,332) | (7,090) |
Change in fair value of Forward purchase agreement put option liability | (69) | |
Change in fair value of Forward purchase agreement warrant liability | 842 | |
Change in fair value of warrant liability | 942 | |
Other income (expense) | 80 | (127) |
Total other income (expense), net | (11,537) | (7,217) |
Net loss | (29,908) | (15,923) |
Net loss attributable to common stockholders, basic | (29,908) | (15,923) |
Net loss attributable to common stockholders, diluted | $ (29,908) | $ (15,923) |
Net loss per share attributable to common stockholders, basic (in Dollars per share) | $ (2.38) | $ (1.57) |
Net loss per share attributable to common stockholders, diluted (in Dollars per share) | $ (2.38) | $ (1.57) |
Weighted-average common stock outstanding, basic (in Shares) | 12,552,925 | 10,123,169 |
Weighted-average common stock outstanding, diluted (in Shares) | 12,552,925 | 10,123,169 |
Other comprehensive loss: | ||
Foreign currency translation adjustment | $ (3) | $ (7) |
Other comprehensive loss | (3) | (7) |
Comprehensive loss | $ (29,911) | $ (15,930) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Deficit - 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) | |||||
Deemed capital contribution from related party (Note 9) | 4,722 | 4,722 | |||||
Foreign currency translation adjustment | (7) | (7) | |||||
Net loss | (15,923) | (15,923) | |||||
Common stock surrendered | |||||||
Common stock surrendered (in Shares) | (606) | ||||||
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) | 18,702 | 18,702 | |||||
Foreign currency translation adjustment | (3) | (3) | |||||
Net loss | (29,908) | (29,908) | |||||
Exchange of redeemable Convertible preferred stock 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) | (1,384) | (1,384) | |||||
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 | ||||||
Stock issued on December 14, 2023 | 109 | 109 | |||||
Stock issued on December 14, 2023 (in Shares) | 50,000 | ||||||
Dividends on the Series A Preferred Shares | (1,349) | (1,349) | |||||
Stock-based compensation | 1,575 | 1,575 | |||||
Return of the subscription proceeds for the additional Series A Preferred Stock | (2,000) | (2,000) | |||||
Balance at Dec. 31, 2023 | $ 2 | $ 255,596 | $ (257,242) | $ (118) | $ (1,762) | ||
Balance (in Shares) at Dec. 31, 2023 | 4,500,000 | 19,599,982 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (29,908) | $ (15,923) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 133 | 75 |
Stock-based compensation | 1,575 | |
Change in fair value of convertible notes payable (related party) | 13,332 | 7,090 |
Other expense related to warrant liability (related party) | (127) | 35 |
Change in fair value of warrant liability | (942) | |
Change in fair value of Forward purchase agreement warrant liability | (842) | |
Change in fair value of Forward purchase agreement put option liability | 69 | |
Change in operating lease right-of-use assets (related party) | 113 | 119 |
Change in inventory reserve | (99) | (41) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (29) | 47 |
Other receivable | (176) | |
Inventories | (10) | (194) |
Prepaid expenses and other current assets | (828) | 38 |
Accounts payable | 551 | 342 |
Operating lease liabilities (related party) | (128) | (6) |
Accrued expenses | (94) | 133 |
Product warranty liability | (244) | (520) |
Net cash used in operating activities | (17,654) | (8,805) |
Cash flows from investing activities | ||
Purchases of property and equipment | (153) | (218) |
Net cash used in investing activities | (153) | (218) |
Cash flows from financing activities | ||
Proceeds from the issuance of convertible notes payable (related party) | 10,000 | 8,000 |
Proceeds from the issuance of stock | 109 | |
Proceeds from the PIPE Transaction, the Forward Purchase Agreement, and the Business Combination, net of transaction costs | 11,736 | |
Issuance of warrants (related party) | 92 | |
Net cash provided by financing activities | 21,845 | 8,092 |
Effect of exchange rate on cash and cash equivalents | (3) | (7) |
Net increase (decrease) in cash | 4,035 | (938) |
Cash at beginning of year | 183 | 1,121 |
Cash at end of year | 4,218 | 183 |
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 | 4,722 |
Dividends on Series A Preferred Shares | 1,349 | |
SPAC excise tax liability recognized | 2,248 | |
Convertible debt exchanged for equity | 27,493 | |
Bridge note exchanged for equity | 10,982 | |
Series A Preferred Shares issued to PIPE investor in connection with the Merger | 10,000 | |
Prepaid forward purchase agreement | $ 1,384 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 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 FI -AMEI -AMEI Envoy Medical believes the fully implanted Acclaim ® -of-its-kind 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 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 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 consolidated financials include the accounts of Envoy Medical, Inc. and its wholly -owned Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant 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 $257.2 million at December 31, 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 $4.2 million as of December 31, 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 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 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 consolidated financial statements in conformity with 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 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 consolidated statements of operations and comprehensive loss. Reclassification Certain items in prior financial statements have been reclassified to conform to the current presentation. Out of Period Reclassification For the fiscal year ended December 31, 2022 the Company recorded an out -of-period 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 years ended December 31, 2023 and December 31, 2022, respectively. There were no customers that accounted for 10.0% or more of the accounts receivable balance as of December 31, 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. The Company is required to maintain an amount equal to the first -year Accounts Receivable, Net of Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company grants credit to customers in the normal course of business, but generally does not require collateral or other security to support amounts due. Accounts receivable are presented net of an allowance for doubtful accounts. Management performs ongoing credit evaluations of its customers based on financial information provided by the customer. Accounts receivable outstanding longer than the contractual payment terms are considered past due. The Company estimates its allowance for doubtful accounts by considering numerous factors, including delinquency trends along with ongoing customer credit evaluations. The Company writes off accounts receivable when they become uncollectible and payments subsequently received on such receivables are credited to the allowance for doubtful accounts. The Company had no material bad debt expense and there were no material contract assets as of December 31, 2023 and 2022. The allowance for doubtful accounts was not material as of December 31, 2023 and 2022. Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined using the first -in -out -downs -down -down Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation. Additions and improvements that extend the lives of the assets are capitalized, while expenditures for repairs and maintenance are expensed as incurred. When assets are retired or otherwise disposed of, their costs and related accumulated depreciation are removed from the accounts and resulting gains or losses are included in operating results. Depreciation is calculated using the straight -line three seven Operating Leases Effective January 1, 2022, the Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standard Update (“ASU”) No. 2016 -02 -effect -of-use -term -lease The Company leases its headquarters office space under an operating lease with a related party. The Company also leases office space in Germany under an operating lease (see Note 7). The determination of whether an arrangement is, or contains, a lease is performed at the inception of the arrangement and as necessary at modification. Operating leases are recorded on the consolidated balance sheets with operating lease assets representing the right to use the ROU asset for the lease term and lease liabilities representing the obligation to make lease payments arising from the lease. The Company excludes variable lease payments in measuring ROU assets and lease liabilities, other than those that depend on an index, a rate or are in -substance ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. In addition, ROU assets include initial direct costs incurred by the lessee as well as any lease payments made at or before the commencement date and exclude lease incentives. The discount rate implicit within the Company’s leases is generally not determinable; therefore, the Company determines the discount rate using its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Impairment of Long-Lived Assets Long -lived 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 derivative instruments to hedge exposures to cash flow, market, or foreign -currency Derivatives and Hedging” -valued -current -cash The Company accounts for its warrant liability in accordance with ASC 815 -40 -measurement The Company accounts for its Forward Purchase Agreement in accordance with ASC 815 -40 -measurement Warrant Liability The Company classifies certain warrants issued to stockholders to purchase Envoy Common Stock (see Note 10) as a liability on its consolidated balance sheets as these warrants are a free -standing 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 consolidated balance sheets. Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606, “ Revenue from Contracts with Customers” -step • • • • • 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 included in the transaction price using either the expected value or most likely amount method. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information that is reasonably available. 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 consolidated balance sheets and are immaterial as of December 31, 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 December 31, 2023 and 2022, therefore the Company does not adjust the promised amount of consideration for the effects of a significant financing component. Cost of Goods Sold Cost of goods sold is comprised of the costs of merchandise sold, as well as the related inbound freight costs and labor directly attributable to bringing certain goods to a saleable condition. In categorizing costs, the Company captures applicable depreciation and costs to maintain and run revenue generating technology, equipment related costs and any personnel -related Product Warranty The Company provides a limited warranty for implantable components. At the time product revenue is recognized, the Company reserves for estimated future costs that may be incurred under its warranties based on historical experience. The limited warranty liability is recorded in accrued expenses in the consolidated balance sheets. As of December 31, 2023 and 2022, the amount of accrued limited warranty was immaterial and the Company’s warranty payments were immaterial. During 2013, the Company offered a lifetime warranty to clinical trial patients to cover battery and surgery related costs. The Company estimates the costs that may be incurred under this lifetime warranty and records a liability in the amount of such costs at its present value. The lifetime warranty is recorded in warranty liability in the consolidated balance sheets. As of December 31, 2023 and 2022, warranty liability was $2.2 million and $2.5 million, respectively, of which $0.3 million and $0.3 million, respectively, was classified as a current liability in the consolidated balance sheets. Patents All patent -related Research and Development Costs Expenditures for research and development activities are charged to operations as incurred. Research and development costs include salaries, employee benefits and laboratory testing expenses. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax base and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company has recorded a full valuation allowance against the net deferred tax asset due to the uncertainty of realizing the related benefits. The Company recognizes the financial statement benefit of a tax position only to the extent the position is more likely than not to be sustained upon audit based on the technical merits of the position. For tax positions meeting the more -likely-than-not Foreign Currency Translation The Euro is the functional currency for the Company’s foreign subsidiary in Germany. The assets and liabilities of the Company’s foreign operations are translated into U.S. dollars at the end -of-the-period -average Net Loss per Share The Company applies the two -class -class -class Basic net loss per share is computed by dividing the net loss attributable to common shareholders by the weighted -average -average -converted -dilutive Stock-based Compensation Stock -based -based -Scholes -vanilla Share -based payment” -free -coupon The Company has adopted the guidance from ASC 2016 -09 Segments Operating segments are identified as components of enterprise about which discrete financial information is available for evaluation by the chief operating decision -maker Recently Adopted Accounting Pronouncements and Accounting Pronouncements Not Yet Effective In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016 -13 Measurement of Credit Losses on Financial Instruments” -13 In November 2023, the FASB issued ASU 2023 -07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures In December 2023, the FASB issued ASU 2023 -09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures 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 these consolidated financial statements. |
Merger
Merger | 12 Months Ended |
Dec. 31, 2023 | |
Merger [Abstract] | |
Merger | 3. Merger As discussed in Note 1 , • • • • • • • • • • • • • • • • 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 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 equivalent of the Company issuing shares for the net assets of Anzu, accompanied by a recapitalization. The net assets of Anzu were stated at historical cost with no goodwill or other intangible assets recorded. 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 directors 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 * 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 1,000,000 4,500,000 |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 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 December 31, 2023 and December 31, 2022 (in thousands): December 31, 2023 Level 1 Level 2 Level 3 Total Liabilities: Forward purchase agreement warrant $ — $ — $ 4 $ 4 FPA put option liability — — 103 103 Warrant liability 332 — — 332 $ 332 $ — $ 107 $ 439 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 FPA put option liability and the forward purchase agreement warrant liability were estimated using Monte Carlo Simulation models, which are Level 3 fair value measurements. The following table presents the quantitative information regarding Level 3 fair value measurements of the FPA put option liability and the forward purchase agreement warrant liability: December 31, Stock price $ 1.81 Initial exercise price $ 10.46 Remaining term (in years) 0.75 Risk-free rate 4.90 % The fair value of the Convertible Notes was based on a probability -weighted 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 consolidated balance sheet. Immediately prior to the Merger, the fair value of the Convertible Notes was calculated by 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 29, 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 -free -party -free 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 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 Warrant FPA Put Forward Balance as of December 31, 2022 $ 33,845 $ 127 $ — $ — Issuances 5,976 — 34 846 Change in fair value 13,332 104 69 (842 ) Capital contribution (14,678 ) — — — Conversion (38,475 ) (231 ) — — Balance as of December 31, 2023 $ — $ — $ 103 $ 4 There were no transfers between Level 1 and Level |
Cash Available for Dividend Pay
Cash Available for Dividend Payments | 12 Months Ended |
Dec. 31, 2023 | |
Cash Available for Dividend Payments [Abstract] | |
Cash available for dividend payments | 5. Cash available for dividend payments 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 (4) quarterly dividend payments in a separate account, for a total of $5.4 million, for use in the payment of dividends to holders of the Series A Preferred Stock. In the event the Company misses a required dividend payment, an additional dividend on the amount of the unpaid portion of the missed dividend will automatically accrue at the regular dividend rate of 12%. As of December 31, 2023 the Company was unable to maintain this balance and continue funding normal operations. Notwithstanding its inability to maintain funds in a separate account, as of December 31, 2023 the Company had paid all dividend payments required under the certificate of designation of the Series A Preferred Stock. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2023 | |
Inventories [Abstract] | |
Inventories | 6. Inventories Inventories, consisted of the following (in thousands): December 31, December 31, Raw materials $ 1,162 $ 1,010 Work-in-progress 158 164 Finished goods 84 121 $ 1,404 $ 1,295 |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 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): Years Ended December 31, 2023 December 31, 2022 Operating lease right-of-use assets (related party) $ 464 $ 577 Operating lease liability, current portion (related party) $ 158 $ 125 Operating lease liabilities, net of current portion (related party) 404 565 $ 562 $ 690 Years Ended 2023 2022 Operating lease cost $ 127 $ 124 $ 127 $ 124 Other supplemental information of lease amounts recognized in the consolidated financial statements is summarized as follows: Years Ended 2023 2022 Cash paid for amounts included in the measurement of lease liabilities $ 142 $ 138 December 31, December 31, Weighted-average remaining lease term – in years 3.9 4.9 Weighted-average discount rate 5.0 % 5.0 % Future lease payments associated with these leases were as follows on December 31, 2023 (in thousands): Amount 2024 $ 162 2025 154 2026 155 2027 99 570 Less: Imputed interest (8 ) $ 562 |
Product Warranty Liability
Product Warranty Liability | 12 Months Ended |
Dec. 31, 2023 | |
Product 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 Reversal of product warranty accrual (117 ) Utilization (127 ) Balance as of December 31, 2023 $ 2,234 The assumptions utilized in developing the liability as of December 31, 2023, include an estimated cost per unit of $6 thousand, an average battery life of 5 -2012 |
Convertible Notes Payable (Rela
Convertible Notes Payable (Related Party) | 12 Months Ended |
Dec. 31, 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 $69.7 million as of September 29, 2023. 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 controlling stockholder and member of the board of directors (“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 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. The loan amendment was accounted for as an extinguishment with a related party and treated as a deemed capital contribution. 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 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. The 2013 Convertible Notes bore interest at 4.5% per annum. The 2013 Convertible Notes were secured by the Company’s assets. The Company granted detachable common stock warrants to the noteholders in connection with the issuance of the 2013 Convertible Notes (see Note 10). The 2013 Convertible Notes were subordinated to the 2012 Convertible Note and included the same conversion features as the 2012 Convertible Note. In addition, in the event the Company completed an equity financing in which it sold a minimum of $2,500,000 of new stock, at the sole discretion of the Company, the principal amount plus accrued and unpaid interest would convert into Envoy Common Stock at $1.00 per share. If the effective conversion price was less than $1.00, the price per share shall be equal to 80% of the price per share paid by the other investors. On April 17, 2023, the 2013 Convertible Notes were 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. The loan amendment was accounted for as an extinguishment with a related party and treated as a deemed capital contribution. 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 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 controlling stockholder and member of the board of directors 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 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 Business Combination Agreement terminated pursuant to its terms, at the sole discretion of the noteholder, the outstanding principal amount plus accrued and unpaid interest could 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 agreement. If the Business Combination Agreement terminated pursuant to its terms and 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 noteholder, the principal amount plus accrued and unpaid interest would have converted 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 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 consolidated balance sheets. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2023 | |
Common Stock [Abstract] | |
Common Stock | 10. Common Stock As of December 31, 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 are unvested and subject to the restrictions and forfeiture provisions set forth in the Sponsor Support Agreement (the “Contingent Sponsor Shares”). The Contingent Sponsor Shares will 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 occurs 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 will be deemed to have been achieved and such Contingent Sponsor Shares will 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 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 year ended December 31, 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 consolidated statements of operations and comprehensive loss. There were no outstanding common stock warrants (related party) as of December 31, 2023. The following table summarizes the Company’s outstanding common stock warrants (related party) as of December 31, 2022: Year of issue Numbers of Exercise Expiration 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 | 12 Months Ended |
Dec. 31, 2023 | |
Series A Preferred Stock [Abstract] | |
Series A Preferred Stock | 11. Series A Preferred Stock As of December 31, 2023, the Company’s certificate of incorporation, as amended and restated, authorized the Company to issue 100,000,000 shares of $0.0001 par value preferred stock, of which 10,000,000 shares have been designated as Series A Preferred Stock. 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 December 31, 2023. 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 New Envoy Class A Common Stock as determined by dividing the issuance price of the shares of Series A Preferred Stock of $10.00, by the conversion price, which was $11.50 per share as of December 31, 2023 and is adjustable for certain dilutive events. 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 (20) trading days within a period of thirty (30) 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 is required to maintain the funds allocated for such dividends in a separate account, which as of December 31, 2023 totaled $5.4 million. 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%. See Note 5 for further discussion. Pursuant to the Sponsor Support Agreement, any dividends arising from the portion of Series A Preferred Shares to which the Sponsor Support Agreement applies will accrue and not require timely payment at any time when the Company has less than $10 million of net tangible assets. As of December 31, 2023 the Company determined it had less than $10 million of net tangible assets, accordingly it has deferred payment on 2.5 million of the 4.5 million shares outstanding, or $750 thousand. There were no common stock dividends declared as of December 31, 2023. 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 New Envoy Class A Common Stock, an amount per share of Series A Preferred Stock equal to the greater of i) $10.00 plus any unpaid cash dividends and ii) the amount the holder would have received, would such holder, immediately prior to such involuntary liquidation, dissolution or winding up of Company, converted such share of Series A Preferred Stock into New Envoy Class A Common Stock. |
Stock Options
Stock Options | 12 Months Ended |
Dec. 31, 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 for awards outstanding as of the date of the Merger under the 2013 Stock Option Plan, agreed that the stock options will be cancelled and terminated for no consideration upon the Merger. On April 17, 2023, the Company’s board of directors adopted a new equity incentive plan, and the plan was approved by the stockholders on September 27, 2023 (the “2023 Equity Incentive Plan”). An aggregate of 4,000,000 shares of Common Stock are reserved and may be issued under the 2023 Equity Incentive Plan, provided that until such time as certain milestones are achieved the aggregate number of shares of Common Stock that may be issued pursuant to the 2023 Equity Incentive Plan will be 2,500,000 shares. As of December 31, 2023 there were 1,967,734 options outstanding under the 2023 Equity Incentive Plan. The Company initially values options on the grant date. For awards with periodic vesting, the Company recognizes the related expense on a straight -line ten On October 15, 2023, the Company granted 2,085,034 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 -month -month On December 11, 2023, the Company granted 146,625 stock option to a certain employee with an exercise price of $2.19 per share. One -fourth -month The Company uses the Black -Scholes -Scholes Expected Volatility 72.4% – 73.8% Expected Dividend Yield 0% Expected Life (Term) 5.77 – 6.25 Years Risk-free Rate 4.26% – 4.66% The following table summarizes the Company’s stock option activity for the year ended December 31, 2023 and 2022: Options Weighted- Weighted- Aggregate Oustanding at December 31, 2022 263,000 $ 1.25 1.01 $ — Granted 2,085,034 $ 2.39 9.8 Terminated (380,300 ) $ 1.60 n/a Outstanding at December 31, 2023 1,967,734 $ 2.38 9.8 Exercisable and vested at December 31, 2023 907,262 $ 2.40 9.8 $ — The aggregate intrinsic value of stock options outstanding as of December 31, 2023 and 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. The stock -based -date Shares Weighted Unvested balance at December 31, 2022 Granted 2,085,034 $ 1.61 Vested (907,262 ) $ 1.60 Forfeited (117,300 ) $ 1.66 Unvested balance at December 31, 2023 1,060,472 $ 1.62 As of December 31, 2023, stock -based -average Total stock -based 2023 2022 Research and development expense $ 156 $ — Sales and marketing expense 63 — General and administrative expense 1,356 — Total stock-based compensation expense $ 1,575 $ — |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Income Taxes | 13. Income Taxes The provision for income taxes consisted of the following for the years ended December 31 (in thousands): 2023 2022 Current Federal $ — $ — State — — Deferred expense (benefit) 5,776 645 Deferred tax asset valuation allowance (5,776 ) (645 ) $ — $ — The Company has incurred net operating losses since inception. A reconciliation of income tax (benefit) expense to the statutory federal tax rate is as follows: 2023 2022 Tax expense at statutory rate 21.0 % 21.0 % State income taxes, net of federal benefit 1.5 % 1.5 % Permanent items (11.8 )% (9.5 )% Federal business credits (0.4 )% (0.6 )% Valuation allowance (10.3 )% (4.1 )% Rate changes 0.0 % 0.8 % Expiration of NOL carryovers 0.0 % (9.1 )% Effective income tax rate 0.0 % 0.0 % The tax effects of temporary differences that give rise to significant portions of net deferred tax assets (liabilities) were as follows as of December 31 (in thousands): 2023 2022 Net operating loss carryforward 41,156 40,296 Startup/organization costs 3,865 — Research and development credit 1,960 2,041 Other deferred tax liabilities (20 ) — Derivative instruments (418 ) — Other 3,685 2,081 Less: Valuation allowance 50,228 44,418 (50,228 ) (44,418 ) — — The reconciliation of tax contingencies is as follows (in thousands): 2023 2022 Gross tax contingencies – January 1 545 608 Gross decreases for current year (29 ) — Lapse of statute of limitations — (63 ) Gross tax contingencies – December 31 516 545 The change in valuation allowance was $5.8 million and $0.6 million for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, the Company had federal tax net operating loss carryforwards of approximately $180.0 million which will be available to offset earnings during the carryforward period. Additionally, as of December 31, 2023, the Company had state net operating loss carryforwards of approximately $49.0 million. If not used, these carryforwards, including federal tax carryforwards generated prior to December 31, 2017, began to expire in 2022 continuing through 2035. As a result of the Tax Cuts and Jobs Act, the federal tax net operating loss carryforwards generated in the years ended December 31, 2018 through 2022 do not expire. In addition, significant changes in ownership of the Company as defined in Section 382 of the Internal Revenue Code could put limitations on the availability of the net operating loss carryforwards. Currently, no analysis has been performed to determine the applicability of the limitations if any that may have occurred to date. As of December 31, 2023, the Company had federal research and development credits carryforwards of approximately $1.8 million. Additionally, the Company had gross state research and development credits carryforwards of approximately $0.8 million as of December 31, 2023. Both the federal and state research and development credits carryforwards will be available to offset earnings during the carryforward period. If not used, these credits will expire in 2022 through 2035. The impact of an uncertain tax position taken or expected to be taken on an income tax return must be recognized in the consolidated financial statements at the largest amount that is more -likely-than-not The Company has reduced its deferred tax asset for research and development credit by approximately $0.5 million and $0.5 million for uncertain tax positions as of December 31, 2023 and 2022, respectively. The Company files tax returns in the U.S. federal jurisdiction and various states. For federal income tax purposes, fiscal 2019 through 2022 tax years remain open for examination by tax authorities under the normal three -year -year |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 14. Related Party Transactions The Company leases its headquarters office space in Minnesota from an entity controlled by a member of the Company’s board of directors and controlling stockholder of the Company, 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 December 31, 2023 and December 31, 2022. The rent expense was immaterial for the years ended December 31, 2023 and 2022. The Company received several loan financings from stockholders between 2012 to 2023 (see Note 9). |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitment and Contingencies [Abstract] | |
Commitment and Contingencies | 15. 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 -doings 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. On November 14, 2023, the Company, Whitney Haring -Smith -judgment -Smith The Company has business liability insurance to cover litigation costs exceeding $50 thousand. As of December 31, 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 Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Net Loss Per Share [Abstract] | |
Net Loss Per Share | 16. Net Loss per Share The following table sets forth the computation of basic and diluted loss per share (in thousands, except share and per share amounts): Year Ended 2023 2022 Numerator: Net loss, basic and diluted $ (29,908 ) $ (15,923 ) Denominator: Weighted average common stock outstanding, basic and diluted 12,552,925 10,123,169 Net loss per share, basic and diluted $ (2.38 ) $ (1.57 ) 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 -dilutive Year Ended 2023 2022 Stock options 1,967,734 263,000 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 — 21,047,443 263,000 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events The Company has evaluated all events occurring through the date on which these 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: Loan from Related Party Subsequent to the year ended December 31, 2023, the Company issued a promissory note (the “Note”) with a principal amount of up to $10,000,000 to GAT Funding, LLC (“GAT”), an entity controlled by a member of the Company’s board of directors and a controlling stockholder of the Company. Upon meeting certain conditions, the Company may draw funds in $2,500,000 tranches under the Note up to $10,000,000 until the second anniversary of the Note. The Note has a five year term and matures on February 27, 2029. The principal amount drawn bears interest at a rate of 8.0% per annum and is paid quarterly in arrears after the second anniversary of the Note. Interest will accrue and not paid for the first two years of the term and will compound and be added to the principal balance of the Note on the first and second anniversary of the Note. The Company may prepay the accrued interest and principal of the Note without penalty, with 10 day’s notice. At closing the Company drew $5,000,000 in principal from the Note. As a commitment fee, the Company will issue GAT warrants to purchase 250,000 shares of its Class A Common Stock for each $2,500,000 of principal funded under the Note. The warrants will have an exercise price equal to the closing price on the date of funding of the applicable tranche and a termination date as of the third anniversary of the initial closing for all warrants. At closing of the initial funding, the Company issued GAT warrants to purchase 500,000 shares of Class A Common Stock at an exercise price of $1.24 per share. Sale of common stock Subsequent to the year ended December 31, 2023, the Company was informed that the Meteora parties had sold 425,606 shares of the Company’s Class A Common Stock under the FPA agreement (See Note 1). Pursuant to the FPA agreement, the Company received $4.00 per share sold and received approximately $1.7 million as a result of this sale. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Going Concern | Going Concern Since inception, the Company has incurred cumulative losses from operations and has an accumulated deficit of $257.2 million at December 31, 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 $4.2 million as of December 31, 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 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 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 consolidated financial statements in conformity with 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 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 consolidated statements of operations and comprehensive loss. |
Reclassification | Reclassification Certain items in prior financial statements have been reclassified to conform to the current presentation. |
Out of Period Reclassification | Out of Period Reclassification For the fiscal year ended December 31, 2022 the Company recorded an out -of-period |
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 years ended December 31, 2023 and December 31, 2022, respectively. There were no customers that accounted for 10.0% or more of the accounts receivable balance as of December 31, 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. The Company is required to maintain an amount equal to the first -year |
Accounts Receivable, Net of Allowance for Doubtful Accounts | Accounts Receivable, Net of Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company grants credit to customers in the normal course of business, but generally does not require collateral or other security to support amounts due. Accounts receivable are presented net of an allowance for doubtful accounts. Management performs ongoing credit evaluations of its customers based on financial information provided by the customer. Accounts receivable outstanding longer than the contractual payment terms are considered past due. The Company estimates its allowance for doubtful accounts by considering numerous factors, including delinquency trends along with ongoing customer credit evaluations. The Company writes off accounts receivable when they become uncollectible and payments subsequently received on such receivables are credited to the allowance for doubtful accounts. The Company had no material bad debt expense and there were no material contract assets as of December 31, 2023 and 2022. The allowance for doubtful accounts was not material as of December 31, 2023 and 2022. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined using the first -in -out -downs -down -down |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation. Additions and improvements that extend the lives of the assets are capitalized, while expenditures for repairs and maintenance are expensed as incurred. When assets are retired or otherwise disposed of, their costs and related accumulated depreciation are removed from the accounts and resulting gains or losses are included in operating results. Depreciation is calculated using the straight -line three seven |
Operating Leases | Operating Leases Effective January 1, 2022, the Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standard Update (“ASU”) No. 2016 -02 -effect -of-use -term -lease The Company leases its headquarters office space under an operating lease with a related party. The Company also leases office space in Germany under an operating lease (see Note 7). The determination of whether an arrangement is, or contains, a lease is performed at the inception of the arrangement and as necessary at modification. Operating leases are recorded on the consolidated balance sheets with operating lease assets representing the right to use the ROU asset for the lease term and lease liabilities representing the obligation to make lease payments arising from the lease. The Company excludes variable lease payments in measuring ROU assets and lease liabilities, other than those that depend on an index, a rate or are in -substance ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. In addition, ROU assets include initial direct costs incurred by the lessee as well as any lease payments made at or before the commencement date and exclude lease incentives. The discount rate implicit within the Company’s leases is generally not determinable; therefore, the Company determines the discount rate using its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long -lived |
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 derivative instruments to hedge exposures to cash flow, market, or foreign -currency Derivatives and Hedging” -valued -current -cash The Company accounts for its warrant liability in accordance with ASC 815 -40 -measurement The Company accounts for its Forward Purchase Agreement in accordance with ASC 815 -40 -measurement |
Warrant Liability | Warrant Liability The Company classifies certain warrants issued to stockholders to purchase Envoy Common Stock (see Note 10) as a liability on its consolidated balance sheets as these warrants are a free -standing |
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 consolidated balance sheets. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606, “ Revenue from Contracts with Customers” -step • • • • • 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 included in the transaction price using either the expected value or most likely amount method. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information that is reasonably available. 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 consolidated balance sheets and are immaterial as of December 31, 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 December 31, 2023 and 2022, therefore the Company does not adjust the promised amount of consideration for the effects of a significant financing component. |
Cost of Goods Sold | Cost of Goods Sold Cost of goods sold is comprised of the costs of merchandise sold, as well as the related inbound freight costs and labor directly attributable to bringing certain goods to a saleable condition. In categorizing costs, the Company captures applicable depreciation and costs to maintain and run revenue generating technology, equipment related costs and any personnel -related |
Product Warranty | Product Warranty The Company provides a limited warranty for implantable components. At the time product revenue is recognized, the Company reserves for estimated future costs that may be incurred under its warranties based on historical experience. The limited warranty liability is recorded in accrued expenses in the consolidated balance sheets. As of December 31, 2023 and 2022, the amount of accrued limited warranty was immaterial and the Company’s warranty payments were immaterial. During 2013, the Company offered a lifetime warranty to clinical trial patients to cover battery and surgery related costs. The Company estimates the costs that may be incurred under this lifetime warranty and records a liability in the amount of such costs at its present value. The lifetime warranty is recorded in warranty liability in the consolidated balance sheets. As of December 31, 2023 and 2022, warranty liability was $2.2 million and $2.5 million, respectively, of which $0.3 million and $0.3 million, respectively, was classified as a current liability in the consolidated balance sheets. |
Patents | Patents All patent -related |
Research and Development Costs | Research and Development Costs Expenditures for research and development activities are charged to operations as incurred. Research and development costs include salaries, employee benefits and laboratory testing expenses. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax base and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company has recorded a full valuation allowance against the net deferred tax asset due to the uncertainty of realizing the related benefits. The Company recognizes the financial statement benefit of a tax position only to the extent the position is more likely than not to be sustained upon audit based on the technical merits of the position. For tax positions meeting the more -likely-than-not |
Foreign Currency Translation | Foreign Currency Translation The Euro is the functional currency for the Company’s foreign subsidiary in Germany. The assets and liabilities of the Company’s foreign operations are translated into U.S. dollars at the end -of-the-period -average |
Net Loss per Share | Net Loss per Share The Company applies the two -class -class -class Basic net loss per share is computed by dividing the net loss attributable to common shareholders by the weighted -average -average -converted -dilutive |
Stock-based Compensation | Stock-based Compensation Stock -based -based -Scholes -vanilla Share -based payment” -free -coupon The Company has adopted the guidance from ASC 2016 -09 |
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 |
Recently Adopted Accounting Pronouncements and Accounting Pronouncements Not Yet Effective | Recently Adopted Accounting Pronouncements and Accounting Pronouncements Not Yet Effective In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016 -13 Measurement of Credit Losses on Financial Instruments” -13 In November 2023, the FASB issued ASU 2023 -07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures In December 2023, the FASB issued ASU 2023 -09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures 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 these consolidated financial statements. |
Merger (Tables)
Merger (Tables) | 12 Months Ended |
Dec. 31, 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 directors 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 * 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 1,000,000 4,500,000 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2023 and December 31, 2022 (in thousands): December 31, 2023 Level 1 Level 2 Level 3 Total Liabilities: Forward purchase agreement warrant $ — $ — $ 4 $ 4 FPA put option liability — — 103 103 Warrant liability 332 — — 332 $ 332 $ — $ 107 $ 439 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 FPA put option liability and the forward purchase agreement warrant liability were estimated using Monte Carlo Simulation models, which are Level 3 fair value measurements. The following table presents the quantitative information regarding Level 3 fair value measurements of the FPA put option liability and the forward purchase agreement warrant liability: December 31, Stock price $ 1.81 Initial exercise price $ 10.46 Remaining term (in years) 0.75 Risk-free rate 4.90 % September 29, 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 Warrant FPA Put Forward Balance as of December 31, 2022 $ 33,845 $ 127 $ — $ — Issuances 5,976 — 34 846 Change in fair value 13,332 104 69 (842 ) Capital contribution (14,678 ) — — — Conversion (38,475 ) (231 ) — — Balance as of December 31, 2023 $ — $ — $ 103 $ 4 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventories [Abstract] | |
Schedule of Inventories | Inventories, consisted of the following (in thousands): December 31, December 31, Raw materials $ 1,162 $ 1,010 Work-in-progress 158 164 Finished goods 84 121 $ 1,404 $ 1,295 |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Operating Leases [Abstract] | |
Schedule of Operating Lease Cost | The components of leases and lease costs were as follows (in thousands): Years Ended December 31, 2023 December 31, 2022 Operating lease right-of-use assets (related party) $ 464 $ 577 Operating lease liability, current portion (related party) $ 158 $ 125 Operating lease liabilities, net of current portion (related party) 404 565 $ 562 $ 690 |
Schedule of Operating Lease Cost | Years Ended 2023 2022 Operating lease cost $ 127 $ 124 $ 127 $ 124 |
Schedule of Other Supplemental Information | Other supplemental information of lease amounts recognized in the consolidated financial statements is summarized as follows: Years Ended 2023 2022 Cash paid for amounts included in the measurement of lease liabilities $ 142 $ 138 |
Schedule of Weighted Average | December 31, December 31, Weighted-average remaining lease term – in years 3.9 4.9 Weighted-average discount rate 5.0 % 5.0 % |
Schedule of Future Lease Payments | Future lease payments associated with these leases were as follows on December 31, 2023 (in thousands): Amount 2024 $ 162 2025 154 2026 155 2027 99 570 Less: Imputed interest (8 ) $ 562 |
Product Warranty Liability (Tab
Product Warranty Liability (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Product 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 Reversal of product warranty accrual (117 ) Utilization (127 ) Balance as of December 31, 2023 $ 2,234 |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 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 31, 2022: Year of issue Numbers of Exercise Expiration 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) | 12 Months Ended |
Dec. 31, 2023 | |
Stock Options [Abstract] | |
Schedule of Fair Value of Stock Options | The Company uses the Black -Scholes -Scholes Expected Volatility 72.4% – 73.8% Expected Dividend Yield 0% Expected Life (Term) 5.77 – 6.25 Years Risk-free Rate 4.26% – 4.66% |
Schedule of Stock Option Activity | The following table summarizes the Company’s stock option activity for the year ended December 31, 2023 and 2022: Options Weighted- Weighted- Aggregate Oustanding at December 31, 2022 263,000 $ 1.25 1.01 $ — Granted 2,085,034 $ 2.39 9.8 Terminated (380,300 ) $ 1.60 n/a Outstanding at December 31, 2023 1,967,734 $ 2.38 9.8 Exercisable and vested at December 31, 2023 907,262 $ 2.40 9.8 $ — |
Schedule of Weighted Average Grant Date Fair Value of Option Activity | The weighted average grant date fair value of option activity during the year are as follows: Shares Weighted Unvested balance at December 31, 2022 Granted 2,085,034 $ 1.61 Vested (907,262 ) $ 1.60 Forfeited (117,300 ) $ 1.66 Unvested balance at December 31, 2023 1,060,472 $ 1.62 |
Schedule of Stock-Based Compensation Expense | Total stock -based 2023 2022 Research and development expense $ 156 $ — Sales and marketing expense 63 — General and administrative expense 1,356 — Total stock-based compensation expense $ 1,575 $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Schedule of Provision for Income Taxes | The provision for income taxes consisted of the following for the years ended December 31 (in thousands): 2023 2022 Current Federal $ — $ — State — — Deferred expense (benefit) 5,776 645 Deferred tax asset valuation allowance (5,776 ) (645 ) $ — $ — |
Schedule of Net Operating Losses | The Company has incurred net operating losses since inception. A reconciliation of income tax (benefit) expense to the statutory federal tax rate is as follows: 2023 2022 Tax expense at statutory rate 21.0 % 21.0 % State income taxes, net of federal benefit 1.5 % 1.5 % Permanent items (11.8 )% (9.5 )% Federal business credits (0.4 )% (0.6 )% Valuation allowance (10.3 )% (4.1 )% Rate changes 0.0 % 0.8 % Expiration of NOL carryovers 0.0 % (9.1 )% Effective income tax rate 0.0 % 0.0 % |
Schedule of Net deferred Tax Assets Liabilities | The tax effects of temporary differences that give rise to significant portions of net deferred tax assets (liabilities) were as follows as of December 31 (in thousands): 2023 2022 Net operating loss carryforward 41,156 40,296 Startup/organization costs 3,865 — Research and development credit 1,960 2,041 Other deferred tax liabilities (20 ) — Derivative instruments (418 ) — Other 3,685 2,081 Less: Valuation allowance 50,228 44,418 (50,228 ) (44,418 ) — — |
Schedule of Reconciliation of Tax Contingencies | The reconciliation of tax contingencies is as follows (in thousands): 2023 2022 Gross tax contingencies – January 1 545 608 Gross decreases for current year (29 ) — Lapse of statute of limitations — (63 ) Gross tax contingencies – December 31 516 545 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Net Loss Per Share [Abstract] | |
Schedule of Basic and Diluted Loss Per Share | The following table sets forth the computation of basic and diluted loss per share (in thousands, except share and per share amounts): Year Ended 2023 2022 Numerator: Net loss, basic and diluted $ (29,908 ) $ (15,923 ) Denominator: Weighted average common stock outstanding, basic and diluted 12,552,925 10,123,169 Net loss per share, basic and diluted $ (2.38 ) $ (1.57 ) |
Schedule of Potentially Dilutive Securities Have Been Excluded from the Computation of Diluted Net Loss Per Share | 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 Year Ended 2023 2022 Stock options 1,967,734 263,000 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 — 21,047,443 263,000 |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Apr. 17, 2023 | Dec. 31, 2023 | Sep. 29, 2023 | Dec. 31, 2022 | |
Nature of the Business and Basis of Presentation (Details) [Line Items] | ||||
Purchased shares | 2,500,000 | 425,606 | ||
Prepayment amount (in Dollars) | $ 4.5 | |||
Shares issued | 8,512 | |||
Aggregate purchase price (in Dollars) | $ 10 | |||
Sponsor [Member] | ||||
Nature of the Business and Basis of Presentation (Details) [Line Items] | ||||
Purchased shares | 1,000,000 | |||
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 | |||
Shares issued | 425,606 | |||
Series A Preferred Stock [Member] | ||||
Nature of the Business and Basis of Presentation (Details) [Line Items] | ||||
Shares issued | 1,000,000 | |||
Aggregate number of shares | 1,000,000 | |||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Series A Preferred Stock [Member] | Sponsor [Member] | ||||
Nature of the Business and Basis of Presentation (Details) [Line Items] | ||||
Price per share (in Dollars per share) | $ 10 | |||
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 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Accumulated deficit | $ 257.2 | ||
Purchase agreement | $ 11.7 | ||
Cash | $ 4.2 | ||
Cost of goods sold | $ 0.5 | ||
Customer accounted percentage | 10% | 10% | |
Warranty liability | $ 2.2 | $ 2.5 | |
Current liability | $ 0.3 | $ 0.3 | |
Operating segment | 1 | ||
Reportable segment | 1 | ||
Accounts Receivable [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Customer accounted percentage | 10% | 10% | |
Minimum [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Useful life property and equipment | 3 years | ||
Maximum [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Useful life property and equipment | 7 years |
Merger (Details)
Merger (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Merger [Line Items] | ||
Converted shares | 2,615,000 | |
Sponsor forfeited shares | 5,510,000 | |
Warrant shares | 14,166,666 | |
Shares of forfeiture | 2,500,000 | |
Share consideration | 8,512 | |
Warrant exercisable shares | 907,262 | |
Purchase transaction price (in Dollars per share) | $ 10 | |
Purchase cost (in Dollars) | $ 10 | |
Unvested shares | 1,060,472 | |
Private Placement Warrants [Member] | ||
Merger [Line Items] | ||
Warrant shares | 14,166,666 | |
Sponsor [Member] | ||
Merger [Line Items] | ||
Sponsor exchanged shares | 2,500,000 | |
Class A Common Stock [Member] | ||
Merger [Line Items] | ||
Converted shares | 20,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Warrant exercisable price (in Dollars per share) | $ 11.5 | |
Forward purchase shares | 490,000 | |
Warrant exercisable shares | 3,874,394 | |
Unvested shares | 1,000,000 | |
New Envoy Class A Common Stock [Member] | ||
Merger [Line Items] | ||
Share Outstanding | 139,153,144 | |
Converted shares | 8,850,526 | |
Shares of new envoy | 1,272,055 | |
New Envoy Class A Common Stock [Member] | Convertible Notes [Member] | ||
Merger [Line Items] | ||
Converted shares | 4,874,707 | |
Envoy Preferred Stock [Member] | ||
Merger [Line Items] | ||
Preferred stock, par value (in Dollars per share) | $ 0.01 | |
Convertible preferred stock share | 4,000,000 | |
Class B Common Stock [Member] | ||
Merger [Line Items] | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | |
Series A Preferred Stock [Member] | ||
Merger [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 |
Sponsor [Member] | Private Placement Warrants [Member] | ||
Merger [Line Items] | ||
Warrant shares | 12,500,000 | |
GAT Funding LLC [Member] | Series A Preferred Stock [Member] | ||
Merger [Line Items] | ||
Preferred stock shares issued | 1,000,000 | |
Warrant [Member] | New Envoy Class A Common Stock [Member] | ||
Merger [Line Items] | ||
Converted shares | 2,702 | |
Business Combination Agreement [Member] | ||
Merger [Line Items] | ||
Business combination shares | 14,999,990 | |
Net of transaction costs (in Dollars) | $ 11.7 | |
Business Combination Agreement [Member] | Class A Common Stock [Member] | ||
Merger [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 | 12 Months Ended | ||
Dec. 31, 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 directors 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 | 19,599,982 | 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 Transaction | 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 CI or upon a change of control of the Company (see Note 10) |
Fair Value Measurement (Details
Fair Value Measurement (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | |
Measurement Input, Default Rate [Member] | ||
Fair Value Measurement [Line Items] | ||
Percentage of probability default | 5% | |
Measurement Input, Discount Rate [Member] | ||
Fair Value Measurement [Line Items] | ||
Percentage of probability default | 5% | |
Minimum [Member] | ||
Fair Value Measurement [Line Items] | ||
Convertible notes | $ 1.5 | |
Maximum [Member] | ||
Fair Value Measurement [Line Items] | ||
Convertible notes | 1.6 | |
Convertible Note [Member] | ||
Fair Value Measurement [Line Items] | ||
Convertible notes | $ 2.6 | |
Convertible Note [Member] | Series A Preferred Stock [Member] | ||
Fair Value Measurement [Line Items] | ||
Price per share | $ 10.98 | |
Business Combination [Member] | ||
Fair Value Measurement [Line Items] | ||
Expected dividend yield | 0% |
Fair Value Measurement (Detai_2
Fair Value Measurement (Details) - Schedule of Company’s Liabilities Measured at Fair Value on a Recurring Basis - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Liabilities: | ||
Forward purchase agreement warrant liability | $ 4 | |
FPA put option liability | 103 | |
Warrant liability | 332 | |
Total | 439 | |
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 | 33,972 | |
Level 1 [Member] | ||
Liabilities: | ||
Forward purchase agreement warrant liability | ||
FPA put option liability | ||
Warrant liability | 332 | |
Total | 332 | |
Liabilities: | ||
Convertible notes payable, net of current portion (related party) | ||
Convertible notes payable, current portion (related party) | ||
Warrant liability (related party) | ||
Total | ||
Level 2 [Member] | ||
Liabilities: | ||
Forward purchase agreement warrant liability | ||
FPA put option liability | ||
Warrant liability | ||
Total | ||
Liabilities: | ||
Convertible notes payable, net of current portion (related party) | ||
Convertible notes payable, current portion (related party) | ||
Warrant liability (related party) | ||
Total | ||
Level 3 [Member] | ||
Liabilities: | ||
Forward purchase agreement warrant liability | 4 | |
FPA put option liability | 103 | |
Warrant liability | ||
Total | $ 107 | |
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 | $ 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. 29, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
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) | $ 1.81 | ||
Exercise price (in Dollars per share) | $ 10.46 | ||
Expected term (in years) | 9 months | ||
Risk-free interest rate | 4.90% | ||
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 interest 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% |
Recovery upon default (2012 and 2013 Convertible Notes) [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 $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Convertible Notes and Envoy Bridge Note (Related Party) [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance Beginning | $ 33,845 |
Issuances | 5,976 |
Change in fair value | 13,332 |
Capital contribution | (14,678) |
Conversion | (38,475) |
Balance Ending | |
Warrant Liability (Related Party) [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance Beginning | 127 |
Issuances | |
Change in fair value | 104 |
Capital contribution | |
Conversion | (231) |
Balance Ending | |
FPA Put Option Liability [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance Beginning | |
Issuances | 34 |
Change in fair value | 69 |
Capital contribution | |
Conversion | |
Balance Ending | 103 |
Forward Purchase Agreement Warrant Liability [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance Beginning | |
Issuances | 846 |
Change in fair value | (842) |
Capital contribution | |
Conversion | |
Balance Ending | $ 4 |
Cash Available for Dividend P_2
Cash Available for Dividend Payments (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Cash available for dividend payments [Line Items] | |
Dividend rate | 12% |
Series A Preferred Stock [Member] | |
Cash available for dividend payments [Line Items] | |
Dividend payments | $ 5.4 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of Inventories - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Inventories [Abstract] | ||
Raw materials | $ 1,162 | $ 1,010 |
Work-in-progress | 158 | 164 |
Finished goods | 84 | 121 |
Total | $ 1,404 | $ 1,295 |
Operating Leases (Details) - _S
Operating Leases (Details) - Schedule of Lease Costs - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Lease Costs [Line Items] | ||
Total | $ 562 | $ 690 |
Related Party [Member] | ||
Schedule of Lease Costs [Line Items] | ||
Operating lease right-of-use assets (related party) | 464 | 577 |
Operating lease liability, current portion (related party) | 158 | 125 |
Operating lease liabilities, net of current portion (related party) | $ 404 | $ 565 |
Operating Leases (Details) - Sc
Operating Leases (Details) - Schedule of Operating Lease Cost - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Operating Lease Cost [Line Items] | ||
Operating lease cost | $ 127 | $ 124 |
Total | $ 127 | $ 124 |
Operating Leases (Details) - _2
Operating Leases (Details) - Schedule of Other Supplemental Information - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Other Supplemental Information [Line Items] | ||
Cash paid for amounts included in the measurement of lease liabilities | $ 142 | $ 138 |
Operating Leases (Details) - _3
Operating Leases (Details) - Schedule of Weighted Average | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Weighted Average [Line Items] | ||
Weighted-average remaining lease term – in years | 3 years 10 months 24 days | 4 years 10 months 24 days |
Weighted-average discount rate | 5% | 5% |
Operating Leases (Details) - _4
Operating Leases (Details) - Schedule of Future Lease Payments $ in Thousands | Dec. 31, 2023 USD ($) |
Schedule of Future Lease Payments [Abstract] | |
2024 | $ 162 |
2025 | 154 |
2026 | 155 |
2027 | 99 |
Total | 570 |
Less: Imputed interest | (8) |
Total | $ 562 |
Product Warranty Liability (Det
Product Warranty Liability (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Product 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 $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Schedule of Changes in Warrant Liability [Abstract] | |
Balance Beginning | $ 2,478 |
Reversal of product warranty accrual | (117) |
Utilization | (127) |
Balance Ending | $ 2,234 |
Convertible Notes Payable (Re_2
Convertible Notes Payable (Related Party) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Sep. 29, 2023 | Aug. 23, 2023 | Apr. 17, 2023 | Sep. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2021 | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Convertible Notes Payable (Related Party) [Line Items] | ||||||||||
Drawn amount | $ 2,000,000 | $ 10,000,000 | $ 10,000,000 | |||||||
Convertible note | $ 59,000,000 | |||||||||
Percentage of price per share | 80% | |||||||||
Borrowing capacity | $ 10,000,000 | $ 4,000,000 | ||||||||
Percentage of interest rate | 4.50% | |||||||||
Maturity date | Dec. 31, 2025 | |||||||||
Convertible note | $ 2,500,000 | |||||||||
Preferred stock conversion price (in Dollars per share) | $ 11.5 | |||||||||
Common stock conversion price (in Dollars per share) | 1 | |||||||||
Net tangible assets | $ 5,000,000 | |||||||||
Class A Common Stock [Member] | ||||||||||
Convertible Notes Payable (Related Party) [Line Items] | ||||||||||
Common stock per share (in Dollars per share) | 4 | |||||||||
Series A Preferred Stock [Member] | ||||||||||
Convertible Notes Payable (Related Party) [Line Items] | ||||||||||
Preferred stock conversion price (in Dollars per share) | $ 10 | |||||||||
Convertible Note [Member] | ||||||||||
Convertible Notes Payable (Related Party) [Line Items] | ||||||||||
Principal amount | $ 69,700,000 | $ 4,000,000 | ||||||||
Undrawn principal amount | 5,000,000 | |||||||||
New stock | $ 2,500,000 | |||||||||
Common stock per share (in Dollars per share) | $ 1 | |||||||||
Convertible note | $ 4,000,000 | |||||||||
2012 Convertible Note [Member] | ||||||||||
Convertible Notes Payable (Related Party) [Line Items] | ||||||||||
Percentage of interest per annum | 4.50% | |||||||||
Price per share (in Dollars per share) | $ 1 | |||||||||
Percentage of price per share | 80% | |||||||||
2012 Convertible Note [Member] | Class A Common Stock [Member] | ||||||||||
Convertible Notes Payable (Related Party) [Line Items] | ||||||||||
Price per share (in Dollars per share) | $ 15.72 | |||||||||
2013 Convertible Notes [Member] | ||||||||||
Convertible Notes Payable (Related Party) [Line Items] | ||||||||||
Principal amount | $ 700,000 | |||||||||
Percentage of interest per annum | 4.50% | |||||||||
Price per share (in Dollars per share) | $ 1 | |||||||||
Percentage of price per share | 80% | |||||||||
2013 Convertible Notes [Member] | Class A Common Stock [Member] | ||||||||||
Convertible Notes Payable (Related Party) [Line Items] | ||||||||||
Price per share (in Dollars per share) | $ 15.72 | |||||||||
2013 Convertible Notes [Member] | Series A Preferred Stock [Member] | ||||||||||
Convertible Notes Payable (Related Party) [Line Items] | ||||||||||
Price per share (in Dollars per share) | $ 10 | |||||||||
Envoy Bridge Note [Member] | ||||||||||
Convertible Notes Payable (Related Party) [Line Items] | ||||||||||
Drawn amount | $ 3,000,000 | $ 3,000,000 | ||||||||
Envoy Bridge Note [Member] | ||||||||||
Convertible Notes Payable (Related Party) [Line Items] | ||||||||||
Drawn amount | $ 5,000,000 | |||||||||
Envoy Bridge Note [Member] | Convertible Note [Member] | ||||||||||
Convertible Notes Payable (Related Party) [Line Items] | ||||||||||
Principal amount | $ 4,000,000 |
Common Stock (Details)
Common Stock (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Apr. 17, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 31, 2022 | |
Common Stock (Details) [Line Items] | ||||
Shares issued | 2,500,000 | 425,606 | ||
Purchase warrants | 1,150,000 | |||
Incurred expenses (in Dollars) | $ 100 | |||
Change in fair value of warrant liability (in Dollars) | $ 92 | |||
Warrants forfeited | 117,300 | |||
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 | ||
Warrant [Member] | ||||
Common Stock (Details) [Line Items] | ||||
Purchase warrants | 8,695,000 | |||
Shares converted | 70,000 | |||
Conversion of shares issued | 2,702 | |||
Warrants forfeited | 8,625,000 | |||
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 | 12 Months Ended |
Dec. 31, 2022 $ / 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 Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Series A Preferred Stock (Details) [Line Items] | ||
Preferred stock conversion price | $ 11.5 | |
Conversion of outstanding stock | 15 | |
Original issuance price | $ 10 | |
Funds allocated for dividends (in Dollars) | $ 5,400 | |
Percentage of additional dividend | 12% | |
Additional capital (in Dollars) | $ 10,000 | |
Net tangible assets (in Dollars) | 10,000 | |
Deferred payment (in Dollars) | 2,500 | |
Dividend payment outstanding (in Dollars) | 4,500 | |
Shares outstanding (in Dollars) | $ 750 | |
Series A Preferred Stock [Member] | ||
Series A Preferred Stock (Details) [Line Items] | ||
Preferred stock authorized (in Shares) | 10,000,000 | 10,000,000 |
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Shares issued (in Shares) | 4,500,000 | 0 |
Preferred stock conversion price | $ 10 | |
Original issuance price | 12% | |
Unpaid cash dividends | $ 10 | |
Class A Common Stock [Member] | ||
Series A Preferred Stock (Details) [Line Items] | ||
Preferred stock price per share | 15 | |
Conversion of outstanding stock | $ 10 | |
Restated [Member] | ||
Series A Preferred Stock (Details) [Line Items] | ||
Preferred stock authorized (in Shares) | 100,000,000 |
Stock Options (Details)
Stock Options (Details) - USD ($) | 12 Months Ended | ||||||
Dec. 11, 2023 | Oct. 15, 2023 | Apr. 17, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2013 | Dec. 31, 2003 | |
Stock Options (Details) [Line Items] | |||||||
Shareholders reserved | 4,000,000 | ||||||
Aggregate number of shares issued | 2,500,000 | 425,606 | |||||
Stock options outstanding | 1,967,734 | 263,000 | |||||
Expire term for grant | 10 years | ||||||
Granted stock options | 146,625,000 | 2,085,034,000 | |||||
Stock option exercise price (in Dollars per share) | $ 2.19 | $ 2.4 | |||||
Stock options grants unvested | 720,505,000 | ||||||
Stock options vested | 50% | ||||||
Stock based compensation (in Dollars) | $ 1,575,000 | ||||||
Aggregate grant date fair value of options (in Dollars) | 1,449,611 | $ 0 | |||||
Stock based compensation related to options (in Dollars) | $ 1,600,000 | ||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 3 years 6 months 10 days | ||||||
Maximum [Member] | |||||||
Stock Options (Details) [Line Items] | |||||||
Shareholders reserved | 6,400,000 | ||||||
Stock options vested | 75% | 75% | 75% | ||||
Minimum [Member] | |||||||
Stock Options (Details) [Line Items] | |||||||
Shareholders reserved | 552,000 | ||||||
Stock options vested | 25% | 25% | 25% | ||||
Equity Option [Member] | |||||||
Stock Options (Details) [Line Items] | |||||||
Shareholders reserved | 7,000,000 | ||||||
Stock based compensation (in Dollars) | $ 1,600,000 | $ 0 | |||||
Equity Option [Member] | Common Stock [Member] | |||||||
Stock Options (Details) [Line Items] | |||||||
Common stock, authorized | 6,400,000 |
Stock Options (Details) - Sched
Stock Options (Details) - Schedule of Fair Value of Stock Options - Stock Options [Member] | 12 Months Ended |
Dec. 31, 2023 | |
Stock Options (Details) - Schedule of Fair Value of Stock Options [Line Items] | |
Expected Dividend Yield | 0% |
Minimum [Member] | |
Stock Options (Details) - Schedule of Fair Value of Stock Options [Line Items] | |
Expected Life (Term) | 5 years 9 months 7 days |
Risk-free Rate | 4.26% |
Maximum [Member] | |
Stock Options (Details) - Schedule of Fair Value of Stock Options [Line Items] | |
Expected Life (Term) | 6 years 3 months |
Risk-free Rate | 4.66% |
Stock Options (Details) - Sch_2
Stock Options (Details) - Schedule of Stock Option Activity - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | |
Schedule of Stock Option Activity [Abstract] | ||
Options Granted | 2,085,034 | |
Weighted-average Exercise Price per Option Granted | $ 2.39 | |
Weighted-average Remaining Contractual Term (Years) Granted | 9 years 9 months 18 days | |
Aggregate Intrinsic Value Granted | ||
Options Terminated | (380,300) | |
Weighted-average Exercise Price per Option Terminated | $ 1.6 | |
Weighted-average Remaining Contractual Term (Years) Terminated | ||
Aggregate Intrinsic Value Terminated | ||
Options Oustanding Ending | 263,000 | 1,967,734 |
Weighted-average Exercise Price per Option Oustanding Ending | $ 1.25 | $ 2.38 |
Weighted-average Remaining Contractual Term (Years) Oustanding Ending | 1 year 3 days | 9 years 9 months 18 days |
Aggregate Intrinsic Value Oustanding Ending | ||
Options Exercisable and vested | 907,262 | |
Weighted-average Exercise Price per Option Exercisable and vested | $ 2.4 | |
Weighted-average Remaining Contractual Term (Years) Exercisable and vested | 9 years 9 months 18 days | |
Aggregate Intrinsic Value Exercisable and vested |
Stock Options (Details) - Sch_3
Stock Options (Details) - Schedule of Weighted Average Grant Date Fair Value of Option Activity | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Schedule of Stock Options Activity for Non-Vested Options [Line Items] | |
Shares, Granted | shares | 2,085,034 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 1.61 |
Shares, Vested | shares | (907,262) |
Weighted Average Grant Date Fair Value, Vested | $ / shares | $ 1.6 |
Shares, Forfeited | shares | (117,300) |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | $ 1.66 |
Shares, Ending Balance | shares | 1,060,472 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 1.62 |
Stock Options (Details) - Sch_4
Stock Options (Details) - Schedule of Stock-Based Compensation Expense - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Stock Based Compensation [Abstract] | ||
Research and development expense | $ 156 | |
Sales and marketing expense | 63 | |
General and administrative expense | 1,356 | |
Total stock-based compensation expense | $ 1,575 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes [Abstract] | ||
Change in valuation allowance | $ 5.8 | $ 0.6 |
Federal tax net operating loss carryforwards | 180 | |
State net operating loss carryforwards | 49 | |
Federal research and development credits carryforwards | 1.8 | |
Research and development credits carryforwards | 0.8 | |
Deferred tax asset for research and development credit | $ 0.5 | $ 0.5 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Provision for Income Taxes - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current | ||
Federal | ||
State | ||
Deferred expense (benefit) | 5,776 | 645 |
Deferred tax asset valuation allowance | (5,776) | (645) |
Income tax provision |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Net Operating Losses | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Tax expense at statutory rate | 21% | 21% |
State income taxes, net of federal benefit | 1.50% | 1.50% |
Permanent items | (11.80%) | (9.50%) |
Federal business credits | (0.40%) | (0.60%) |
Valuation allowance | (10.30%) | (4.10%) |
Rate changes | 0% | 0.80% |
Expiration of NOL carryovers | 0% | (9.10%) |
Effective income tax rate | 0% | 0% |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Net deferred Tax Assets Liabilities - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Net deferred Tax Assets Liabilities [Abstract] | ||
Net operating loss carryforward | $ 41,156 | $ 40,296 |
Startup/organization costs | 3,865 | |
Research and development credit | 1,960 | 2,041 |
Other deferred tax liabilities | (20) | |
Derivative instruments | (418) | |
Other | 3,685 | 2,081 |
Less: Valuation allowance | 50,228 | 44,418 |
Gross deferred tax assets (liabilities) | (50,228) | (44,418) |
Net deferred tax assets (liabilities) |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of Reconciliation of Tax Contingencies - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Reconciliation of Tax Contingencies [Abstract] | ||
Gross tax contingencies – January 1 | $ 545 | $ 608 |
Gross decreases for current year | (29) | |
Lapse of statute of limitations | (63) | |
Gross tax contingencies – December 31 | $ 516 | $ 545 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Related Party Transactions [Abstract] | ||
Lease liability due | $ 0.6 | $ 0.6 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) - USD ($) | 12 Months Ended | ||
Nov. 14, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Commitment and Contingencies (Details) [Line Items] | |||
Common stock amount | $ 10,000,000 | ||
Litigation costs | $ 50,000 | $ 50,000 | |
Class A Common Stock [Member] | |||
Commitment and Contingencies (Details) [Line Items] | |||
Common stock amount | $ 9,400,000 |
Net Loss Per Share (Details) -
Net Loss Per Share (Details) - Schedule of Basic and Diluted Loss Per Share - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator: | ||
Net loss, basic | $ (29,908) | $ (15,923) |
Denominator: | ||
Weighted average common stock outstanding, basic | 12,552,925 | 10,123,169 |
Net loss per share, basic | $ (2.38) | $ (1.57) |
Net Loss Per Share (Details) _2
Net Loss Per Share (Details) - Schedule of Basic and Diluted Loss Per Share (Parentheticals) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Basic and Diluted Loss Per Share [Abstract] | ||
Net loss, diluted | $ (29,908) | $ (15,923) |
Weighted average common stock outstanding, diluted | 12,552,925 | 10,123,169 |
Net loss per share, diluted | $ (2.38) | $ (1.57) |
Net Loss Per Share (Details) _3
Net Loss Per Share (Details) - Schedule of Potentially Dilutive Securities Have Been Excluded from the Computation of Diluted Net Loss Per Share - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Potentially Dilutive Securities Have Been Excluded from the Computation of Diluted Net Loss Per Share [Abstract] | ||
Stock options | 1,967,734 | 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 | 21,047,443 | 263,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 12 Months Ended | |||
Feb. 27, 2029 | Dec. 11, 2023 | Oct. 15, 2023 | Dec. 31, 2023 | |
Subsequent Events [Line Items] | ||||
Draw funds | $ 2,500,000 | |||
Second anniversary principal amount | $ 5,000,000 | |||
Interest rate | 8% | |||
Granted shares (in Shares) | 2,085,034 | |||
Exercise price (in Dollars per share) | $ 2.19 | $ 2.4 | ||
Shares sold (in Shares) | 8,512 | |||
Sold and received | $ 1,700,000 | |||
Class A Common Stock [Member] | ||||
Subsequent Events [Line Items] | ||||
Principal fund | $ 2,500,000 | |||
Granted shares (in Shares) | 500,000 | |||
Exercise price (in Dollars per share) | $ 1.24 | |||
Shares sold (in Shares) | 425,606 | |||
Received per share (in Dollars per share) | $ 4 | |||
Warrant [Member] | Class A Common Stock [Member] | ||||
Subsequent Events [Line Items] | ||||
Warrants purchase (in Shares) | 250,000 | |||
Forecast [Member] | ||||
Subsequent Events [Line Items] | ||||
Promissory note term | 5 years | |||
GAT Funding, LLC [Member] | ||||
Subsequent Events [Line Items] | ||||
Principal amount | $ 10,000,000 | |||
Second anniversary principal amount | $ 10,000,000 |