Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 18, 2022 | Jun. 30, 2021 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Transition Report | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-34810 | ||
Entity Registrant Name | Aspira Women’s Health Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 33-0595156 | ||
Entity Address, Address Line One | 12117 Bee Caves Road | ||
Entity Address, Address Line Two | Building III | ||
Entity Address, Address Line Three | Suite 100 | ||
Entity Address, City or Town | Austin | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 78738 | ||
City Area Code | |||
Local Phone Number | |||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | AWH | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 477,546,462 | ||
Entity Common Stock, Shares Outstanding | 112,138,741 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0000926617 | ||
Amendment Flag | false | ||
Documents Incorporated by Reference | Certain information from the registrant’s definitive Proxy Statement for its Annual Meeting of Stockholders is incorporated by reference into Part III of this report. The registrant intends to file the Proxy Statement with the Securities and Exchange Commission within 120 days of December 31, 2021. | ||
Auditor Name | BDO USA, LLP | ||
Auditor Location | Austin, Texas | ||
Auditor Firm ID | 243 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 37,180 | $ 16,631 |
Accounts receivable | 1,027 | 865 |
Prepaid expenses and other current assets | 1,624 | 1,077 |
Inventories | 174 | 30 |
Total current assets | 40,005 | 18,603 |
Property and equipment, net | 464 | 583 |
Right-of-use assets | 346 | 406 |
Restricted cash | 250 | |
Other assets | 14 | 13 |
Total assets | 41,079 | 19,605 |
Current liabilities: | ||
Accounts payable | 1,501 | 1,103 |
Accrued liabilities | 5,299 | 3,618 |
Current portion of long-term debt | 201 | 645 |
Short-term debt | 779 | 611 |
Lease liability | 60 | 23 |
Total current liabilities | 7,840 | 6,000 |
Non-current liabilities: | ||
Long-term debt | 2,718 | 3,477 |
Lease liability | 349 | 409 |
Total liabilities | 10,907 | 9,886 |
Commitments and contingencies (Note 6) | ||
Stockholders' equity: | ||
Common stock, par value $0.001 per share, 150,000,000 shares authorized at December 31, 2021 and December 31, 2020; 112,138,741 and 104,619,876 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively | 112 | 105 |
Additional paid-in capital | 501,788 | 449,680 |
Accumulated deficit | (471,728) | (440,066) |
Total stockholders' equity | 30,172 | 9,719 |
Total liabilities and stockholders' equity | $ 41,079 | $ 19,605 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Consolidated Balance Sheets [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 112,138,741 | 104,619,876 |
Common stock, shares outstanding | 112,138,741 | 104,619,876 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | ||
Revenue | $ 6,812 | $ 4,651 |
Cost of revenue: | ||
Cost of revenue | 3,750 | 3,415 |
Gross profit | 3,062 | 1,236 |
Operating expenses: | ||
Research and development | 5,314 | 2,104 |
Sales and marketing | 17,086 | 8,843 |
General and administrative | 13,257 | 8,270 |
Total operating expenses | 35,657 | 19,217 |
Loss from operations | (32,595) | (17,981) |
Interest income (expense), net | (48) | 10 |
Other income , net | 981 | 66 |
Net loss | $ (31,662) | $ (17,905) |
Net loss per share - basic and diluted | $ (0.28) | $ (0.18) |
Weighted average common shares used to compute basic and diluted net loss per common share | 111,210,614 | 100,723,303 |
Product [Member] | ||
Revenue: | ||
Revenue | $ 6,568 | $ 4,543 |
Cost of revenue: | ||
Cost of revenue | 3,016 | 2,517 |
Genetics [Member] | ||
Revenue: | ||
Revenue | 244 | 108 |
Cost of revenue: | ||
Cost of revenue | $ 734 | $ 898 |
Consolidated Statements Of Op_2
Consolidated Statements Of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cost Of Revenue [Member] | ||
Stock-based compensation expense | $ 161 | $ 106 |
Research And Development [Member] | ||
Stock-based compensation expense | 311 | 34 |
Sales And Marketing [Member] | ||
Stock-based compensation expense | 1,132 | 228 |
General And Administrative [Member] | ||
Stock-based compensation expense | $ 1,935 | $ 1,180 |
Consolidated Statements Of Chan
Consolidated Statements Of Changes In Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance (in shares) at Dec. 31, 2019 | 97,286,157 | |||
Balance at Dec. 31, 2019 | $ 97 | $ 430,802 | $ (422,161) | $ 8,738 |
Net loss | (17,905) | $ (17,905) | ||
Common stock issued in conjunction with exercise of stock options (in shares) | 1,105,675 | 1,105,675 | ||
Common stock issued in conjunction with exercise of stock options | $ 1 | 1,636 | $ 1,637 | |
Common stock issued for restricted stock awards (in shares) | 267,706 | |||
Common stock issued for restricted stock awards | 182 | 182 | ||
Common stock issued in conjunction with warrant exercises (in shares) | 2,810,338 | |||
Common stock issued in conjunction with warrant exercises | $ 4 | 5,056 | 5,060 | |
Common stock and warrants issued in conjunction with private placement, net of $384 in issuance costs (in shares) | 3,150,000 | |||
Common stock and warrants issued in conjunction with private placement, net of $384 in issuance costs | $ 3 | 10,638 | 10,641 | |
Stock-based compensation expense | 1,366 | 1,366 | ||
Balance (in shares) at Dec. 31, 2020 | 104,619,876 | |||
Balance at Dec. 31, 2020 | $ 105 | 449,680 | (440,066) | 9,719 |
Net loss | (31,662) | $ (31,662) | ||
Common stock issued in conjunction with exercise of stock options (in shares) | 557,566 | 557,566 | ||
Common stock issued in conjunction with exercise of stock options | 718 | $ 718 | ||
Common stock issued in conjunction with public offering, net of issuance costs (in shares) | 6,900,000 | |||
Common stock issued in conjunction with public offering, net of issuance costs | $ 7 | 47,851 | 47,858 | |
Common stock issued for restricted stock awards (in shares) | 61,299 | |||
Common stock issued for restricted stock awards | 455 | 455 | ||
Stock-based compensation expense | 3,084 | 3,084 | ||
Balance (in shares) at Dec. 31, 2021 | 112,138,741 | |||
Balance at Dec. 31, 2021 | $ 112 | $ 501,788 | $ (471,728) | $ 30,172 |
Consolidated Statements Of Ch_2
Consolidated Statements Of Changes In Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | Jul. 20, 2020 | Dec. 31, 2020 |
Payments of Stock Issuance Costs | $ 384 | |
Common Stock [Member] | Private Placement [Member] | ||
Payments of Stock Issuance Costs | $ 384 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (31,662) | $ (17,905) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash lease expense | 37 | 26 |
Depreciation and amortization | 302 | 265 |
Stock-based compensation expense | 3,539 | 1,548 |
Loss on sale and disposal of property and equipment | 1 | 3 |
Forgiveness of PPP loan | (1,006) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (162) | 59 |
Prepaid expenses and other assets | (548) | (319) |
Inventories | (144) | (5) |
Accounts payable, accrued liabilities and other liabilities | 2,248 | 1,594 |
Net cash used in operating activities | (27,395) | (14,734) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (184) | (490) |
Net cash used in investing activities | (184) | (490) |
Cash flows from financing activities: | ||
Principal repayment of DECD loan | (198) | (192) |
Proceeds from DECD loan | 2,000 | |
Proceeds from issuance of common stock from exercise of stock options | 718 | 1,637 |
Proceeds from PPP loan | 1,006 | |
Proceeds from exercise of warrants | 5,060 | |
Proceeds from private placement | 11,025 | |
Payment of issuance costs for private placement | (384) | |
Proceeds from public offering | 48,235 | |
Payment of offering costs for public offering | (377) | |
Net cash provided by financing activities | 48,378 | 20,152 |
Net increase in cash, cash equivalents and restricted cash | 20,799 | 4,928 |
Cash, cash equivalents and restricted cash, beginning of period | 16,631 | 11,703 |
Cash, cash equivalents and restricted cash, end of period | 37,430 | 16,631 |
Reconciliation to Consolidated Balance Sheet: | ||
Cash and cash equivalents | 37,180 | 16,631 |
Restricted cash | 250 | |
Unrestricted and restricted cash and cash equivalents | 37,430 | 16,631 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | $ 77 | 37 |
Supplemental disclosure of noncash investing and financing activities: | ||
Net (decrease) increase in right-of-use assets | 354 | |
Net changes in accounts payable related to capital expenditures | $ 8 |
Basis Of Presentation And Signi
Basis Of Presentation And Significant Accounting And Reporting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Basis Of Presentation And Significant Accounting And Reporting Policies [Abstract] | |
Basis Of Presentation And Significant Accounting And Reporting Policies | NOTE 1:Basis of Presentation and Summary of Significant Accounting and Reporting Policies Organization and Basis of Presentation Aspira Women’s Health Inc., formerly known as Vermillion, Inc. (“Aspira,” and together with its wholly-owned subsidiaries, the “Company”) is incorporated in the state of Delaware, and is engaged in the business of developing and commercializing diagnostic tests for gynecologic disease. The Company currently markets and sells the following products and related services: (1) OVA1, a blood test intended as an aid to further assess the likelihood of malignancy in women with an ovarian adnexal mass for which surgery is planned when the physician’s independent clinical and radiological evaluation does not indicate malignancy; (2) OVERA, a second-generation biomarker reflex intended to maintain OVA1’s high sensitivity while improving specificity; (3) OVA1plus, a reflex offering which uses OVA1 as the primary test and OVERA as a confirmation for OVA1 intermediate range results and leverages the strengths of OVA1’s Multivariate Index Assay (“MIA”) sensitivity and OVERA’s (MIA2G) specificity and as a result reduces false elevations by over 40%; (4) Aspira GenetiX, a genetic test for hereditary gynecologic cancer risk, with a core focus on hereditary female reproductive cancers, including breast, ovarian, endometrial, uterine and cervical cancers; and (5) Aspira Synergy, a decentralized testing platform and cloud service for decentralized global access of both protein biomarker and hereditary genetic testing. Through December 31, 2021, the Company’s product and related services revenue has been limited to revenue generated by sales of OVA1, OVA1plus and Aspira GenetiX. Liquidity The Company has incurred significant net losses and negative cash flows from operations since inception, and as a result has an accumulated deficit of approximately $471,728,000, as of December 31, 2021. The Company also expects to incur a net loss and negative cash flows from operations for 2022. In the event that the Company’s existing cash on hand is not sufficient to fund operations, meet its capital requirements or satisfy the anticipated obligations as they become due, the Company expects to take further action to protect its liquidity position. Such actions may include, but are not limited to:Raising capital through an equity offering either in the public markets or via a private placement offering (however, no assurance can be given that capital will be available on acceptable terms, or at all);Reducing executive bonuses or replacing cash compensation with equity grants;Reducing professional services and consulting fees and eliminating non-critical projects;Reducing travel and entertainment expenses; andReducing, eliminating or deferring discretionary marketing programs. In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China. The novel coronavirus has since spread to over 100 countries, including every state in the United States. In March 2020, the World Health Organization declared COVID-19, the disease caused by the novel coronavirus, a pandemic, and the United States declared a national emergency with respect to the coronavirus outbreak. This outbreak has severely impacted global economic activity, and many countries and many states in the United States have reacted to the outbreak by instituting quarantines, mandating business and school closures and restricting travel. In addition, many conventions and industry conferences have been canceled. As a result of the COVID-19 pandemic and actions taken to contain it, the Company’s test volume, and resulting revenue, decreased significantly through the beginning of the third quarter of 2020. Volumes started trending back to pre-COVID levels during the late third quarter of 2020. However, as various COVID-19 variants evolved, the Company experienced fluctuating testing volumes. In order to reduce the impact of limitations on visiting physician offices due to closures and quarantines, the Company implemented other mechanisms for reaching physicians such as virtual sales representative meetings, Key Opinion Leader presentations, and increased digital sales and marketing. Enrollment for clinical research studies has been slower than originally planned due to the impact of clinic closures and patients not seeking medical care in some states. The full impact of the COVID-19 pandemic continues to evolve as of the date these financial statements are first filed with the SEC. As a result, the Company is unable to estimate the extent of the impact of the COVID-19 pandemic on its operations or liquidity. Basis of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in accordance with generally accepted accounting principles in the U.S. (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The primary estimates underlying the Company’s consolidated financial statements include assumptions regarding revenue recognition as well as variables used in calculating the fair value of the Company’s equity awards, income taxes and contingent liabilities. Actual results could differ from those estimates. Reclassification Certain prior year amounts have been reclassified to conform to the current year presentation with no material effect on the consolidated financial statements. On the consolidated balance sheet, short-term debt of $400,000 was reclassified to long-term debt. Cash and Cash Equivalents Cash and cash equivalents consist of cash and highly liquid investments with maturities of three months or less from the date of purchase, which are readily convertible into known amounts of cash and are so near to their maturity that they present an insignificant risk of changes in value because of interest rate changes. Highly liquid investments that are considered cash equivalents include money market funds, certificates of deposits, treasury bills and commercial paper. Restricted Cash Restricted cash consists of a security deposit for a financing arrangement. Fair Value Measurement Accounting Standards Codification (“ASC”) Topic 820, Fair Value and Measurements (“ASC 820”), defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. If a financial instrument uses inputs that fall in different levels of the hierarchy, the instrument will be categorized based upon the lowest level of input that is significant to the fair value calculation. Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalents in recognized financial institutions in the United States. The funds are insured by the FDIC up to a maximum of $250,000, but are otherwise unprotected. The Company has not experienced any losses associated with deposits of cash and cash equivalents. The Company does not invest in derivative instruments or engage in hedging activities. Accounts Receivable Virtually all accounts receivable are derived from sales made to customers located in North America. The Company performs ongoing credit evaluations of its customers’ financial condition and generally does not require collateral. The Company maintains an allowance for doubtful accounts based upon the expected collectability of accounts receivable. Inventory The Company has inventory consisting primarily of kit inventory for specimen delivery as well as reagents used for specimen testing and miscellaneous inventory such as pipettes, gloves and other non-reagent items. At each reporting period the Company reviews its inventories for obsolescence and writes down obsolete or otherwise unmarketable inventory to its estimated net realized value, which is primarily related to kit inventory when kits expire. Inventory is valued at cost. Property and Equipment Property and equipment are carried at cost less accumulated depreciation and amortization. Property and equipment are depreciated when placed into service using the straight-line method over the estimated useful lives, generally three to five years. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful life of the asset or the remaining term of the lease. Maintenance and repairs are charged to operations as incurred. Upon sale or retirement of assets, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations. Property and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If property and equipment are considered to be impaired, an impairment loss is recognized. Revenue Recognition Product Revenue – OVA1, OVERA and OVA1plus: The Company recognizes product revenue in accordance with the provisions of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Product revenue is recognized upon completion of the OVA1, OVERA or OVA1plus test and delivery of results to the physician based on estimates of amounts that will ultimately be realized. In determining the amount of revenue to be recognized for a delivered test result, the Company considers factors such as payment history and amount, payer coverage, whether there is a reimbursement contract between the payer and the Company, and any developments or changes that could impact reimbursement. These estimates require significant judgment by management as the collection cycle on some accounts can be as long as one year. The effect of any change made to an estimated input component and, therefore revenue recognized, would be recorded as a change in estimate at the time of the change. The Company also reviews its patient account population and determines an appropriate distribution of patient accounts by payer (i.e., Medicare, patient pay, other third-party payer, etc.) into portfolios with similar collection experience. The Company has elected this practical expedient that, when evaluated for collectability, results in a materially consistent revenue amount for such portfolios as if each patient account were evaluated on an individual contract basis. During the years ended December 31, 2021 and 2020, there were no adjustments to estimates of variable consideration to derecognize revenue for services provided in a prior period. There were no impairment losses on accounts receivable recorded during the years ended December 31, 2021 and 2020. Genetics Revenue – Aspira GenetiX: Under ASC 606, the Company’s genetics revenue is recognized upon completion of the Aspira GenetiX test and delivery of results to the physician based on estimates of amounts that will ultimately be realized. In determining the amount of revenue to be recognized for a delivered test result, the Company considers factors such as payment history and amount, payer coverage, whether there is a reimbursement contract between the payer and the Company, and any developments or changes that could impact reimbursement. These estimates require significant judgment by management as the Company has limited experience with such factors relating to Aspira GenetiX. Research and Development Costs Research and development costs are expensed as incurred. Research and development costs consist primarily of payroll and related costs, materials and supplies used in the development of new products, and fees paid to third parties that conduct certain research and development activities on behalf of the Company. In addition, acquisitions of assets to be consumed in research and development, with no alternative future use, are expensed as incurred as research and development costs. Software development costs incurred in the research and development of new products are expensed as incurred until technological feasibility is established. Patent Costs Costs incurred in filing, prosecuting and maintaining patents (principally legal fees) are expensed as incurred and recorded within general and administrative expenses on the Consolidated Statements of Operations. Such costs aggregated to approximately $202,000 and $322,000 for the years ended December 31, 2021 and 2020, respectively. Stock-Based Compensation The Company records the fair value of non-cash stock-based compensation costs for stock options related to the 2019 Stock Incentive Plan (“2019 Plan”). The Company estimates the fair value of stock options using a Black-Scholes option valuation model. This model requires the input of subjective assumptions including expected stock price volatility, expected life and estimated forfeitures of each award. The Company uses the straight-line method to amortize the fair value over the requisite service period of the award, which is generally equal to the vesting period. These assumptions consist of estimates of future market conditions, which are inherently uncertain, and therefore are subject to management's judgment. The expected life of options is based on historical data of actual experience with the options granted and represents the period of time that the options granted are expected to be outstanding. This data includes employees’ expected exercise and post-vesting employment termination behaviors. The expected stock price volatility is estimated using Company historical volatility in deriving the expected volatility assumption. The Company made an assessment that Company historic volatility is most representative of future stock price trends. The expected dividend yield is based on the estimated annual dividends that are expected to be paid over the expected life of the options as a percentage of the market value of the Company’s common stock as of the grant date. The risk-free interest rate for the expected life of the options granted is based on the United States Treasury yield curve in effect as of the grant date. The Company records stock-based compensation net of estimated forfeitures. Contingencies The Company accounts for contingencies in accordance with ASC 450 Contingencies (“ASC 450”) which requires that an estimated loss from a loss contingency be accrued when (i) information available prior to issuance of the financial statements indicates that it is probable that an asset has been impaired or a liability has been incurred at the date of the financial statements and (ii) when the amount of the loss can be reasonably estimated. Accounting for contingencies such as legal and contract dispute matters requires the use of management’s judgment. Management believes that the Company’s accruals for these matters are adequate. Nevertheless, the actual loss from a loss contingency might differ from management’s estimates. Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and the tax bases of assets and liabilities using the current tax laws and rates. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts more likely than not expected to be realized. ASC Topic 740, Accounting for Uncertainty in Income Taxes clarifies the accounting for uncertainty in income taxes recognized in the financial statements and provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. This interpretation also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, and disclosure. The Company recognizes interest and penalties related to unrecognized tax benefits within the interest expense line and other expense line, respectively, in the Consolidated Statements of Operations. Accrued interest and penalties are included within the related liability lines in the Consolidated Balance Sheets. Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is computed by dividing the net loss by the weighted average number of shares of common stock adjusted for the dilutive effect of common stock equivalent shares outstanding during the period. Common stock equivalents consist of stock options, restricted stock units and stock warrants. Common equivalent shares are excluded from the computation in periods in which they have an anti-dilutive effect on earnings per share. Fair Value of Financial Instruments Financial instruments include cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities and debt. The estimated fair value of financial instruments has been determined using available market information or other appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop estimates of fair value; therefore, the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange. The effect of using different market assumptions and/or estimation methodologies may be material to the estimated fair value amounts. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities are at cost, which approximates fair value due to the short maturity of those instruments. The carrying amount of restricted cash represents a long-term security deposit for a financial arrangement that is at cost. The carrying value of debt approximates fair value due to its interest rate approximating market rates of interest available to the Company for similar instruments. Segment Reporting The Company’s chief operating decision maker evaluates the business on a consolidated basis and therefore, the Company operates one operating and reportable segment. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2021 | |
Recent Accounting Pronouncements [Abstract] | |
Recent Accounting Pronouncements | NOTE 2:Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This update changes the impairment model from the currently used incurred loss methodology to an expected loss methodology, which will result in the more timely recognition of losses. The ASU is scheduled to be effective in 2023 for smaller reporting companies. The Company is currently assessing the impact of this ASU on its consolidated financial statements. |
Strategic Alliance With Quest D
Strategic Alliance With Quest Diagnostics Incorporated | 12 Months Ended |
Dec. 31, 2021 | |
Strategic Alliance With Quest Diagnostics Incorporated [Abstract] | |
Strategic Alliance With Quest Diagnostics Incorporated | NOTE 3:Strategic Alliance with Quest Diagnostics Incorporated In March 2015, the Company reached an agreement with Quest Diagnostics Incorporated (“Quest Diagnostics”). Pursuant to this agreement, all OVA1 U.S. testing services for Quest Diagnostics customers were transferred to Aspira’s wholly-owned subsidiary, ASPiRA LABS, as of August 2015. Pursuant to this agreement, as amended as of March 11, 2020, Quest Diagnostics has continued to provide blood draw and logistics support by transporting specimens to ASPiRA LABS for testing in exchange for a market value fee. The purpose of the 2020 amendment was to extend the term of the Testing and Services Agreement from March 11, 2019 to March 11, 2023 and for the Company to pay an annual fee of $75,000 for the services of a part-time Quest Diagnostics project manager. |
Property And Equipment
Property And Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property And Equipment [Abstract] | |
Property And Equipment | Note 4: Property and Equipment The components of property and equipment as of December 31, 2021 and 2020 were as follows: December 31,(in thousands) 2021 2020Machinery and equipment $ 1,094 $ 1,094Demonstration equipment 8 17Computer equipment and software 1,252 1,194Furniture and fixtures 174 154Leasehold improvements 721 701Gross property and equipment 3,249 3,160Accumulated depreciation and amortization (2,785) (2,577)Property and equipment, net $ 464 $ 583 Depreciation expense for property and equipment was $302,000 and $265,000 for the years ended December 31, 2021 and 2020, respectively. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | NOTE 5:Accrued Liabilities The components of accrued liabilities as of December 31, 2021 and 2020 were as follows: December 31,(in thousands)2021 2020Payroll and benefits related expenses $ 2,652 $ 1,874Collaboration and research agreements expenses 382 616Professional services 1,992 803Other accrued liabilities 273 325Total accrued liabilities $ 5,299 $ 3,618 |
Commitments, Contingencies And
Commitments, Contingencies And Debt | 12 Months Ended |
Dec. 31, 2021 | |
Commitments, Contingencies And Debt [Abstract] | |
Commitments, Contingencies And Debt | NOTE 6:Commitments, Contingencies and debt Long-term debt consisted of the following: December 31, 2021 2020(in thousands) DECD loan, net of issuance costs$ 2,919 $ 3,116PPP Loan - 1,006Total debt 2,919 4,122Less: Current portion, net of issuance costs (201) (645)Total long-term debt, net of issuance costs$ 2,718 $ 3,477 Coronavirus Aid, Relief, and Economic Security (CARES) Act and Paycheck Protection Program Loan On May 1, 2020, the Company obtained the PPP Loan from BBVA USA in the aggregate amount of approximately $1,006,000. The application for these funds required the Company to, in good faith, certify that the described economic uncertainty at the time made the loan request necessary to support the ongoing operations of the Company. This certification further required the Company to consider its current business activity and its ability to access other sources of liquidity sufficient to support ongoing operations in a manner that was not significantly detrimental to the business. Under the terms of the CARES Act and the PPP, all or a portion of the principal amount of the PPP Loan was subject to forgiveness so long as, over the 24-week period following the Company’s receipt of the proceeds of the PPP Loan, the Company used those proceeds for payroll costs, rent, utility costs or the maintenance of employee and compensation levels. The PPP Loan, which was granted pursuant to a promissory note, was set to mature on May 1, 2022. The Company applied for forgiveness of the PPP Loan in March 2021, and, effective May 27, 2021, the SBA confirmed the waiver of the Company’s repayment of the PPP Loan. The Company recognized a gain on forgiveness of debt of approximately $1,006,000, which is included in other income in the condensed consolidated statements of operations and reduced long- and short-term indebtedness by the same amount. The Company remains subject to an audit of the PPP Loan. There is no assurance that the Company will not be required to repay all or a portion of the PPP Loan as a result of the audit. Loan Agreement On March 22, 2016, the Company entered into a loan agreement (as amended, the “DECD Loan Agreement”) with the DECD, pursuant to which the Company may borrow up to $4,000,000 from the DECD. The loan bears interest at a fixed rate of 2.0% per annum and requires equal monthly payments of principal and interest until maturity, which occurs on April 15, 2026. As security for the loan, the Company has granted the DECD a blanket security interest in the Company’s personal and intellectual property. The DECD’s security interest in the Company’s intellectual property may be subordinated to a qualified institutional lender. The loan may be prepaid at any time without premium or penalty. An initial disbursement of $2,000,000 was made to the Company on April 15, 2016 under the DECD Loan Agreement. On December 3, 2020, the Company received a disbursement of the remaining $2,000,000 under the DECD Loan Agreement, as the Company had achieved the target employment milestone necessary to receive an additional $1,000,000 under the DECD Loan Agreement and the DECD determined to fund the remaining $1,000,000 under the DECD Loan Agreement after concluding that the required revenue target would likely have been achieved in the first quarter of 2020 in the absence of the impacts of COVID-19. Under the terms of the DECD Loan Agreement, the Company may be eligible for forgiveness of up to $1,500,000 of the principal amount of the loan if the Company achieves certain job creation and retention milestones by December 31, 2022. Conversely, if the Company is either unable to retain 25 full-time employees with a specified average annual salary for a consecutive two-year period or does not maintain the Company’s Connecticut operations through March 22, 2026, the DECD may require early repayment of a portion or all of the loan plus a penalty of 5% of the total funded loan. As of December 31, 2021, the annual amounts of future minimum principal payments due under the Company’s contractual obligation are shown in the table below. Unamortized debt issuance costs for the DECD loan were $15,000. Debt related to the insurance promissory note of $779,000, as described below, is not included in the following table due to the insurance promissory note being cancelable. Payments Due by Period(in thousands) Total 2022 2023 2024 2025 2026 ThereafterDECD Loan $ 2,933 $ 204 $ 406 $ 452 $ 461 $ 341 $ 1,069Total $ 2,933 $ 204 $ 406 $ 452 $ 461 $ 341 $ 1,069 Insurance Notes During 2021 and 2020, the Company entered into insurance promissory notes for the payment of insurance premiums at an interest rate of 3.74% and 3.88% respectively, with an aggregate principal amount outstanding of approximately $779,000 and $611,000 as of December 31, 2021 and 2020, respectively. The amount outstanding in 2021 could be substantially offset by the cancellation of the related insurance coverage which is classified in prepaid insurance. These notes are payable in ten monthly installments with maturity dates of October 1, 2022 and October 1, 2021, respectively. Operating Leases The Company leases facilities to support its business of discovering, developing and commercializing diagnostic tests in the fields of gynecologic disease. The Company’s principal facility, including the CLIA laboratory used by ASPiRA LABS, is located in Austin, Texas, and the CLIA laboratory used for research and development services is located in Trumbull, Connecticut. In October 2021, the Company renewed the Austin, Texas lease for one additional year. The Company’s renewed lease expires on January 31, 2023, with no automatic renewal or renewal option. The Company’s Texas lease has a term of 12 months, and the Company has elected the policy of not recording leases on the balance sheet when the leases have terms of 12 months or less. The Company recognized the lease payments in profit and loss on a straight-line basis over the term of the lease, and variable lease payments in the period in which the obligation for the payments was incurred. In October 2015, the Company entered into a lease agreement for a facility in Trumbull, Connecticut. The lease required initial payments for the buildout of leasehold improvements to the office space, which were approximately $596,000. In September 2020, the Company exercised the renewal option for its Trumbull, Connecticut lease. The Company’s renewed lease expires on June 30, 2026, with a five year renewal option. The Company is not reasonably certain that it will exercise the five-year renewal option beginning on July 1, 2026. The expense associated with these operating leases for the years ended December 31, 2021 and 2020 is shown in the table below (in thousands), of which $108,000 and $53,000 related to rent and variable costs, respectively, for the Texas lease. Twelve Months Ended December, 31Lease CostClassification2021 2020Operating rent expense Cost of revenue$ 59 $ 54 Research and development 44 38 Sales and marketing 33 26 General and administrative 68 57Variable rent expense Cost of revenue$ 32 $ 26 Research and development 32 16 Sales and marketing 37 45 General and administrative 61 61 Based on the Company’s leases as of December 31, 2021, the table below sets forth the approximate future lease payments related to operating leases with initial terms of one year or more (in thousands). 2022$95 2023 106 2024 116 2025 124 2026 64 Total Operating Lease Payments 505 Less: Interest (96) Present Value of Lease Liabilities$409 Weighted-average lease term and discount rate were as follows: Weighted-average remaining lease term (in years) 4.5 Weighted-average discount rate 9.33% Non-cancelable Collaboration Obligations and Other Commitments The Company is a party to an amended research collaboration agreement with The Johns Hopkins University School of Medicine under which the Company licenses certain of its intellectual property directed at the discovery and validation of biomarkers in human subjects, including but not limited to clinical application of biomarkers in the understanding, diagnosis and management of human disease. Under the terms of the amended research collaboration agreement, Aspira is required to pay the greater of 4% royalties on net sales of diagnostic tests using the assigned patents or annual minimum royalties of $57,500. Royalty expense for the years ended December 31, 2021 and 2020 totaled $263,000 and $181,000, respectively, as recorded in cost of revenue in the condensed consolidated statements of operations. Contingent Liabilities From time to time, the Company is involved in legal proceedings and regulatory proceedings arising from operations. The Company establishes reserves for specific liabilities in connection with legal actions that management deems to be probable and estimable. The Company is not currently a party to any proceeding, the adverse outcome of which would have a material adverse effect on the Company’s financial position or results of operations. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2021 | |
Common Stock [Abstract] | |
Common Stock | NOTE 7:Common Stock 2020 Exercise of Warrants On February 17, 2017, the Company issued certain warrants to purchase up to an aggregate of 2,810,338 shares of Aspira common stock at an exercise price of $1.80 per share in connection with a February 2017 private placement of Aspira common stock. The warrants were initially sold at a price of $0.125 per share of common stock underlying the warrants. On June 1, 2020, following the 20th consecutive trading day for which the closing price per share of Aspira common stock, as reported on the Nasdaq stock market, exceeded the exercise price, the Company sent notice to the investors holding such warrants accelerating the expiration date of the warrants, in accordance with the terms thereof. Pursuant to the terms of the warrants, any portion of the warrants not exercised prior to such accelerated expiration date would become void and of no value. As of June 9, 2020, all of the warrants were exercised. The Company issued 2,810,338 shares of Aspira common stock and received $5,060,000 in aggregate proceeds from the exercise of the warrants. As of the date of the issuance of these financial statements, there are no outstanding warrants for the purchase of Aspira common stock. 2020 Private Placement On July 20, 2020, the Company completed a private placement pursuant to which certain investors purchased 3,150,000 shares of Aspira common stock at a price of $3.50 per share. Net proceeds of the private placement were $10,641,000, after deducting expenses related to the private placement of $384,000. The sale of common stock qualified for equity treatment under GAAP. 2021 Public Offering On February 4, 2021, the Company entered into an underwriting agreement (the “2021 Underwriting Agreement”) with William Blair & Company, L.L.C. and Truist Securities, Inc., as representatives of several underwriters (the “2021 Underwriters”), in connection with the underwritten public offering of 6,000,000 shares of Aspira common stock at a price to the public of $7.50 per share. The 2021 Underwriters purchased these 6,000,000 shares at the public offering price per share, less the underwriting discount of $0.4875 per share. Under the 2021 Underwriting Agreement, the Company granted the 2021 Underwriters an option to purchase up to an additional 900,000 shares of Aspira common stock at the public offering price, less the underwriting discount of $0.4875 per share. On February 5, 2021, the 2021 Underwriters notified the Company that they were exercising this option in connection with the closing of the 2021 Offering. The 2021 Offering, including the additional 900,000 shares of Aspira common stock, closed on February 8, 2021 and resulted in net proceeds to the Company of approximately $47,858,000, after deducting underwriting discounts and offering expenses of $377,000. |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Loss Per Share [Abstract] | |
Loss Per Share | NOTE 8: Loss Per Share The reconciliation of the numerators and denominators of basic and diluted loss per share for the years ended December 31, 2021 and 2020 was as follows: Loss Shares Per Share(In thousands, except shares and per share data)(Numerator) (Denominator) Amount Year ended December 31, 2021: Net loss - basic $ (31,662) 111,210,614 $ (0.28)Dilutive effect of common stock shares issuable upon exercise of stock options - - Net loss - diluted $ (31,662) 111,210,614 $ (0.28) Year ended December 31, 2020: Net loss - basic $ (17,905) 100,723,303 $ (0.18)Dilutive effect of common stock shares issuable upon exercise of stock options - - Net loss - diluted $ (17,905) 100,723,303 $ (0.18) Due to net losses for the years ended December 31, 2021 and 2020, diluted loss per share is calculated using the weighted average number of common shares outstanding and excludes the effects of potential shares of common stock that are antidilutive. The potential shares of common stock that have been excluded from the diluted loss per share calculation above for the years ended December 31, 2021 and 2020 were as follows: Year Ended December 31, 2021 2020Stock options 10,257,908 8,212,112Potential common shares 10,257,908 8,212,112 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2021 | |
Employee Benefit Plans [Abstract] | |
Employee Benefit Plans | NOTE 9:Employee Benefit Plans 2010 Stock Incentive Plan The Company’s employees, directors, and consultants were eligible to receive awards under the Vermillion, Inc. Second Amended and Restated 2010 Stock Incentive Plan, which was replaced by the 2019 Plan (as defined below) with respect to future equity grants. As of December 31, 2021, a total of 4,366,311 shares of Aspira common stock were reserved for issuance with respect to outstanding stock options. 2019 Stock Incentive Plan At the Company’s 2019 annual meeting of stockholders, the Company’s stockholders approved the Vermillion, Inc. 2019 Stock Incentive Plan (the “2019 Plan”). The purposes of the 2019 Plan are (i) to align the interests of the Company’s stockholders and recipients of awards under the 2019 Plan by increasing the proprietary interest of such recipients in the Company’s growth and success; (ii) to advance the interests of the Company by attracting and retaining non-employee directors, officers, other employees, consultants, independent contractors and agents; and (iii) to motivate such persons to act in the long-term best interests of the Company and its stockholders. The 2019 Plan allows the Company to grant stock options, stock appreciation rights, restricted stock, restricted stock units and performance awards to participants. Subject to the terms and conditions of the 2019 Plan, the initial number of shares authorized for grants under the 2019 Plan is 10,492,283. To the extent an equity award granted under the 2019 Plan expires or otherwise terminates without having been exercised or paid in full, or is settled in cash, the shares of common stock subject to such award will become available for future grant under the 2019 Plan. As of December 31, 2021, there were 3,729,204 shares of Aspira common stock available for future grants under the 2019 Plan. As of December 31, 2021, there were 5,891,597 shares of Aspira common stock subject to outstanding stock options and there were no outstanding restricted stock units. The activity related to shares available for grant under the 2010 Plan and the 2019 Plan for the years ended December 31, 2021 and 2020 was as follows: 2010 Stock Option Plan 2019 Stock Option Plan Total Shares available at December 31, 2019 670,400 10,285,283 10,955,683Options canceled 718,500 502,000 1,220,500Options granted - (3,925,409) (3,925,409)Restricted stock units granted - (356,940) (356,940)Shares forfeited (1,388,900) - (1,388,900)Shares available at December 31, 2020 - 6,504,934 6,504,934 Options canceled 95,626 1,321,646 1,417,272Options granted - (4,020,634) (4,020,634)Restricted stock units granted - (76,742) (76,742)Shares forfeited (95,626) - (95,626)Shares available at December 31, 2021 - 3,729,204 3,729,204 The stock option activity under the 2010 Plan and the 2019 Plan for the years ended December 31, 2021 and 2020 was as follows: Number of Shares Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Remaining Contractual Term Options outstanding at December 31, 2019 6,612,878 $ 1.67 $ 303,995 8.66Granted 3,925,409 1.46 Exercised (1,105,675) 1.48 Canceled (1,220,500) 0.75 Options outstanding at December 31, 2020 8,212,112 $ 1.49 $ 42,833,712 7.51Granted 4,020,634 6.22 Exercised (557,566) 1.29 Canceled (1,417,272) 4.34 Options outstanding at December 31, 2021 10,257,908 $ 2.96 $ 3,797,181 7.44 Shares exercisable: December 31, 2021 4,773,394 $ 1.61 $ 2,182,917 5.91Shares expected to vest: December 31, 2021 5,484,514 $ 4.14 $ 1,614,267 7.77 The range of exercise prices for options outstanding and exercisable at December 31, 2021 is as follows: Exercise Price Options Outstanding Weighted Average Exercise Price Weighted Average Remaining Life in Years Options Exercisable Weighted Average Exercise Price $ 0.47-$ 1.11 3,079,820 $0.78 7.49 1,723,473 $0.80 1.23- 2.05 2,623,941 1.53 5.64 2,027,441 1.57 2.08- 7.40 4,348,147 5.14 8.41 984,980 2.86 7.79- 7.79 206,000 7.79 9.07 37,500 7.79 $ 0.47-$ 7.79 10,257,908 $ 2.96 7.44 4,773,394 $ 1.61 (in thousands) Total Intrinsic Value of Options Exercised Total Fair Value of Vested OptionsYear ended December 31, 2021$ 2,903 $ 4,325Year ended December 31, 2020$ 3,439 $ 3,254 Stock-based Compensation Stock-based Compensation Expense The Company records stock-based compensation net of estimated forfeitures. The assumptions used to calculate the fair value of options granted under the 2010 Plan and the 2019 Plan that were incorporated in the Black-Scholes pricing model for the years ended December 31, 2021 and 2020 were as follows: Year Ended December 31, 2021 2020Dividend yield -% -%Volatility 89% 84%Risk-free interest rate 0.63% 0.71%Expected lives (years) 3.8 2.9 Weighted average grant date fair value$ 3.94 $ 0.87 The allocation of employee and director stock-based compensation expense by functional area for the years ended December 31, 2021 and 2020 was as follows: Twelve Months Ended December 31,(in thousands) 2021 2020Cost of revenue $ 153 $ 96Research and development 350 33Sales and marketing 1,210 162General and administrative 1,658 924Total $ 3,371 $ 1,215 As of December 31, 2021, total unrecognized compensation cost related to unvested stock option awards was approximately $12,110,000 and the related weighted average period over which it is expected to be recognized was 3.14 years. As of December 31, 2021, there was no unrecognized compensation costs related to restricted stock units. 401(k) Plan The Company’s 401(k) Plan allows eligible employees to defer up to an annual limit of the lesser of 90.0% of eligible compensation or a maximum contribution amount subject to the Internal Revenue Service annual contribution limit. The Company is not required to make Company contributions under the 401(k) Plan. During the years ended December 31, 2021 and 2020, the Company did not make Company contributions to the 401(k) Plan. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes [Abstract] | |
Income Taxes | NOTE 10:Income Taxes There was no current income tax expense or benefit for the years ended December 31, 2021 or 2020 because of net losses during those years. These net losses were generated from domestic operations. Domestic and foreign components of loss from continuing operations before income taxes for the years ended December 31, 2021 and 2020 were $31,662,000 and $17,905,000, respectively. Based on the available objective evidence, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company has provided a full valuation allowance against its net deferred tax assets at December 31, 2021 and 2020. Therefore there was no deferred income tax expense or benefit for the years ended December 31, 2021 or 2020. The components of net deferred tax assets (liabilities) at December 31, 2021 and 2020 were as follows: Year Ended December 31,(in thousands)2021 2020Deferred tax assets: Net operating losses$ 38,268 $ 32,740Amortization - R&D intangibles 2,404 1,873Depreciation and amortization 633 622Other 587 -Total deferred tax assets 41,892 35,235Valuation allowance (41,892) (35,195)Deferred tax assets $ - $ 40 Deferred tax liabilities: Other$ - $ 40Deferred tax liabilities$ - $ 40 Net deferred tax asset$ - $ - The reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the years ended December 31, 2021 and 2020 was as follows: Year Ended December 31, 2021 2020Tax at federal statutory rate 21% 21%State tax, net of federal benefit (2) 1 Valuation allowance (21) (19) Net operating loss and tax credit carryforwards - (2) Permanent items 1 (1) Other 1 - Effective income tax rate -% -% Legislation commonly referred to as the Tax Cuts and Jobs Act (H.R. 1) was enacted on December 22, 2017. As a result of the Tax Cuts and Jobs Act of 2017, federal net operating losses (“NOLs”) arising before January 1, 2018, and federal NOLs arising after January 1, 2018, are subject to different rules. The Company's pre-2018 federal NOLs of $91,000,000, which are not limited from offsetting future taxable income under Section 382, will expire in varying amounts from 2022 through 2037, if not utilized; and can offset 100% of future taxable income for regular tax purposes. The Company’s federal NOLs of $82,000,000 arising after January 1, 2018, can generally be carried forward indefinitely and can offset up to 80% of future taxable income. State NOLs will expire in varying amounts from 2022 through 2037 if not utilized. The Company's ability to use its NOLs during this period will be dependent on the Company's ability to generate taxable income, and the NOLs could expire before the Company generates sufficient taxable income. The Company's ability to use its net operating loss and credit carryforwards to offset future taxable income is restricted due to ownership change limitations that have occurred in the past, as required by Section 382 of the Internal Revenue Code of 1986, as amended (“Section 382”), as well as similar state provisions. Net operating losses which are limited from offsetting any future taxable income under Section 382 are not included in the gross deferred tax assets presented above. The valuation allowance was approximately $41,892,000 and $35,195,000 at December 31, 2021 and 2020, respectively. The increase of approximately $6,700,000 between 2020 and 2021 is primarily due to adjustments to the domestic deferred tax assets related to net operating losses. The Company files income tax returns in the U.S. and in various state jurisdictions with varying statutes of limitations. The Company has not been audited by the Internal Revenue Service or any state income or franchise tax agency. As of December 31, 2021, the Company's federal returns for the years ended 2018 through the current period and most state returns for the years ended 2017 through the current period are still open to examination. In addition, all of the net operating losses and research and development credits generated in years earlier than 2018 and 2017, respectively, are still subject to Internal Revenue Service audit. The federal and California tax returns for the year ended December 31, 2020 reflect research and development carryforwards of $5,112,000 and $5,396,000, respectively. For the year ended December 31, 2021, the Company anticipates claiming additional research and development credits of $260,000 on its federal tax return and $248,000 on its California tax return. As of December 31, 2021, the Company's gross unrecognized tax benefits are approximately $10,581,000 which are attributable to research and development credits. A reconciliation of the change in the Company's unrecognized tax benefits is as follows: (in thousands) Federal Tax State Tax TotalBalance at December 31, 2019 $ 5,293 $ 5,351 $ 10,644Increase in tax position during 2020 20 45 65Decrease due to expirations during 2020 (192) - (192)Balance at December 31, 2020 $ 5,121 $ 5,396 $ 10,517Return to provision true up (9) - (9)Increase in tax position during 2021 260 248 508Decrease due to expirations during 2021 (435) - (435)Balance at December 31, 2021 $ 4,937 $ 5,644 $ 10,581 The increase for the year ended December 31, 2021 relates to positions taken in the current year, which are substantially offset by the expiration of a portion of the carryforward. The decrease for the year ended December 31, 2020 is related primarily to the expiration of a portion of the carryforward. If the $10,581,000 of unrecognized income tax benefit is recognized, approximately $10,581,000 would impact the effective tax rate in the period in which each of the benefits is recognized. The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months. The Company recognizes interest and penalties related to unrecognized tax benefits within the interest expense line and other expense line, respectively, in the consolidated statement of operations and comprehensive loss. The Company has not recorded any interest or penalties as a result of uncertain tax positions as of December 31, 2021 and 2020. Accrued interest and penalties would be included within the related liability in the consolidated balance sheet. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 11:Related Party Transactions In March 2021, the Company entered into a consulting agreement, as amended, with David Schreiber, pursuant to which Mr. Schreiber performed certain consulting services for the Company after his service on the Company’s board of directors had concluded. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 12:SUBSEQUENT EVENTS In connection with our Strategic Research Collaboration Agreement for the development and commercialization of a Micro RNA high risk ovarian cancer early-detection test with Harvard Dana-Farber Cancer Institute, Brigham and Women’s Hospital and Medical University of Lodz, during March 2022, the Company exercised the option for an exclusive world-wide license of this cutting-edge miRNA technology and plans to continue development of a novel combined assay utilizing a new platform with the Company’s collaborators. During the first quarter of 2022, the Company executed a reorganization resulting in the separation of a number of employees. The organizational changes will result in the recording of one-time severance, separation, and settlement payments as well as legal costs in the first quarter of approximately $1,258,000 including estimated future payouts, partially offset by insurance reimbursement of $523,000. |
Basis Of Presentation And Summa
Basis Of Presentation And Summary Of Significant Accounting And Reporting Policies (Policy) | 12 Months Ended |
Dec. 31, 2021 | |
Basis Of Presentation And Significant Accounting And Reporting Policies [Abstract] | |
Organization And Basis of Presentation | Organization and Basis of Presentation Aspira Women’s Health Inc., formerly known as Vermillion, Inc. (“Aspira,” and together with its wholly-owned subsidiaries, the “Company”) is incorporated in the state of Delaware, and is engaged in the business of developing and commercializing diagnostic tests for gynecologic disease. The Company currently markets and sells the following products and related services: (1) OVA1, a blood test intended as an aid to further assess the likelihood of malignancy in women with an ovarian adnexal mass for which surgery is planned when the physician’s independent clinical and radiological evaluation does not indicate malignancy; (2) OVERA, a second-generation biomarker reflex intended to maintain OVA1’s high sensitivity while improving specificity; (3) OVA1plus, a reflex offering which uses OVA1 as the primary test and OVERA as a confirmation for OVA1 intermediate range results and leverages the strengths of OVA1’s Multivariate Index Assay (“MIA”) sensitivity and OVERA’s (MIA2G) specificity and as a result reduces false elevations by over 40%; (4) Aspira GenetiX, a genetic test for hereditary gynecologic cancer risk, with a core focus on hereditary female reproductive cancers, including breast, ovarian, endometrial, uterine and cervical cancers; and (5) Aspira Synergy, a decentralized testing platform and cloud service for decentralized global access of both protein biomarker and hereditary genetic testing. Through December 31, 2021, the Company’s product and related services revenue has been limited to revenue generated by sales of OVA1, OVA1plus and Aspira GenetiX. |
Liquidity | Liquidity The Company has incurred significant net losses and negative cash flows from operations since inception, and as a result has an accumulated deficit of approximately $471,728,000, as of December 31, 2021. The Company also expects to incur a net loss and negative cash flows from operations for 2022. In the event that the Company’s existing cash on hand is not sufficient to fund operations, meet its capital requirements or satisfy the anticipated obligations as they become due, the Company expects to take further action to protect its liquidity position. Such actions may include, but are not limited to:Raising capital through an equity offering either in the public markets or via a private placement offering (however, no assurance can be given that capital will be available on acceptable terms, or at all);Reducing executive bonuses or replacing cash compensation with equity grants;Reducing professional services and consulting fees and eliminating non-critical projects;Reducing travel and entertainment expenses; andReducing, eliminating or deferring discretionary marketing programs. In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China. The novel coronavirus has since spread to over 100 countries, including every state in the United States. In March 2020, the World Health Organization declared COVID-19, the disease caused by the novel coronavirus, a pandemic, and the United States declared a national emergency with respect to the coronavirus outbreak. This outbreak has severely impacted global economic activity, and many countries and many states in the United States have reacted to the outbreak by instituting quarantines, mandating business and school closures and restricting travel. In addition, many conventions and industry conferences have been canceled. As a result of the COVID-19 pandemic and actions taken to contain it, the Company’s test volume, and resulting revenue, decreased significantly through the beginning of the third quarter of 2020. Volumes started trending back to pre-COVID levels during the late third quarter of 2020. However, as various COVID-19 variants evolved, the Company experienced fluctuating testing volumes. In order to reduce the impact of limitations on visiting physician offices due to closures and quarantines, the Company implemented other mechanisms for reaching physicians such as virtual sales representative meetings, Key Opinion Leader presentations, and increased digital sales and marketing. Enrollment for clinical research studies has been slower than originally planned due to the impact of clinic closures and patients not seeking medical care in some states. The full impact of the COVID-19 pandemic continues to evolve as of the date these financial statements are first filed with the SEC. As a result, the Company is unable to estimate the extent of the impact of the COVID-19 pandemic on its operations or liquidity. |
Basis Of Consolidation | Basis of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions have been eliminated in consolidation |
Use Of Estimates | Use of Estimates The preparation of consolidated financial statements in accordance with generally accepted accounting principles in the U.S. (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The primary estimates underlying the Company’s consolidated financial statements include assumptions regarding revenue recognition as well as variables used in calculating the fair value of the Company’s equity awards, income taxes and contingent liabilities. Actual results could differ from those estimates. |
Reclassification | Reclassification Certain prior year amounts have been reclassified to conform to the current year presentation with no material effect on the consolidated financial statements. On the consolidated balance sheet, short-term debt of $400,000 was reclassified to long-term debt. |
Cash And Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash and highly liquid investments with maturities of three months or less from the date of purchase, which are readily convertible into known amounts of cash and are so near to their maturity that they present an insignificant risk of changes in value because of interest rate changes. Highly liquid investments that are considered cash equivalents include money market funds, certificates of deposits, treasury bills and commercial paper. |
Restricted Cash | Restricted Cash Restricted cash consists of a security deposit for a financing arrangement. |
Fair Value Measurement | Fair Value Measurement Accounting Standards Codification (“ASC”) Topic 820, Fair Value and Measurements (“ASC 820”), defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. If a financial instrument uses inputs that fall in different levels of the hierarchy, the instrument will be categorized based upon the lowest level of input that is significant to the fair value calculation. |
Concentration Of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalents in recognized financial institutions in the United States. The funds are insured by the FDIC up to a maximum of $250,000, but are otherwise unprotected. The Company has not experienced any losses associated with deposits of cash and cash equivalents. The Company does not invest in derivative instruments or engage in hedging activities. |
Accounts Receivable | Accounts Receivable Virtually all accounts receivable are derived from sales made to customers located in North America. The Company performs ongoing credit evaluations of its customers’ financial condition and generally does not require collateral. The Company maintains an allowance for doubtful accounts based upon the expected collectability of accounts receivable. |
Inventory | Inventory The Company has inventory consisting primarily of kit inventory for specimen delivery as well as reagents used for specimen testing and miscellaneous inventory such as pipettes, gloves and other non-reagent items. At each reporting period the Company reviews its inventories for obsolescence and writes down obsolete or otherwise unmarketable inventory to its estimated net realized value, which is primarily related to kit inventory when kits expire. Inventory is valued at cost. |
Property And Equipment | Property and Equipment Property and equipment are carried at cost less accumulated depreciation and amortization. Property and equipment are depreciated when placed into service using the straight-line method over the estimated useful lives, generally three to five years. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful life of the asset or the remaining term of the lease. Maintenance and repairs are charged to operations as incurred. Upon sale or retirement of assets, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations. Property and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If property and equipment are considered to be impaired, an impairment loss is recognized. |
Revenue Recognition | Revenue Recognition Product Revenue – OVA1, OVERA and OVA1plus: The Company recognizes product revenue in accordance with the provisions of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Product revenue is recognized upon completion of the OVA1, OVERA or OVA1plus test and delivery of results to the physician based on estimates of amounts that will ultimately be realized. In determining the amount of revenue to be recognized for a delivered test result, the Company considers factors such as payment history and amount, payer coverage, whether there is a reimbursement contract between the payer and the Company, and any developments or changes that could impact reimbursement. These estimates require significant judgment by management as the collection cycle on some accounts can be as long as one year. The effect of any change made to an estimated input component and, therefore revenue recognized, would be recorded as a change in estimate at the time of the change. The Company also reviews its patient account population and determines an appropriate distribution of patient accounts by payer (i.e., Medicare, patient pay, other third-party payer, etc.) into portfolios with similar collection experience. The Company has elected this practical expedient that, when evaluated for collectability, results in a materially consistent revenue amount for such portfolios as if each patient account were evaluated on an individual contract basis. During the years ended December 31, 2021 and 2020, there were no adjustments to estimates of variable consideration to derecognize revenue for services provided in a prior period. There were no impairment losses on accounts receivable recorded during the years ended December 31, 2021 and 2020. Genetics Revenue – Aspira GenetiX: Under ASC 606, the Company’s genetics revenue is recognized upon completion of the Aspira GenetiX test and delivery of results to the physician based on estimates of amounts that will ultimately be realized. In determining the amount of revenue to be recognized for a delivered test result, the Company considers factors such as payment history and amount, payer coverage, whether there is a reimbursement contract between the payer and the Company, and any developments or changes that could impact reimbursement. These estimates require significant judgment by management as the Company has limited experience with such factors relating to Aspira GenetiX. |
Research And Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Research and development costs consist primarily of payroll and related costs, materials and supplies used in the development of new products, and fees paid to third parties that conduct certain research and development activities on behalf of the Company. In addition, acquisitions of assets to be consumed in research and development, with no alternative future use, are expensed as incurred as research and development costs. Software development costs incurred in the research and development of new products are expensed as incurred until technological feasibility is established. |
Patent Costs | Patent Costs Costs incurred in filing, prosecuting and maintaining patents (principally legal fees) are expensed as incurred and recorded within general and administrative expenses on the Consolidated Statements of Operations. Such costs aggregated to approximately $202,000 and $322,000 for the years ended December 31, 2021 and 2020, respectively. |
Stock-Based Compensation | Stock-Based Compensation The Company records the fair value of non-cash stock-based compensation costs for stock options related to the 2019 Stock Incentive Plan (“2019 Plan”). The Company estimates the fair value of stock options using a Black-Scholes option valuation model. This model requires the input of subjective assumptions including expected stock price volatility, expected life and estimated forfeitures of each award. The Company uses the straight-line method to amortize the fair value over the requisite service period of the award, which is generally equal to the vesting period. These assumptions consist of estimates of future market conditions, which are inherently uncertain, and therefore are subject to management's judgment. The expected life of options is based on historical data of actual experience with the options granted and represents the period of time that the options granted are expected to be outstanding. This data includes employees’ expected exercise and post-vesting employment termination behaviors. The expected stock price volatility is estimated using Company historical volatility in deriving the expected volatility assumption. The Company made an assessment that Company historic volatility is most representative of future stock price trends. The expected dividend yield is based on the estimated annual dividends that are expected to be paid over the expected life of the options as a percentage of the market value of the Company’s common stock as of the grant date. The risk-free interest rate for the expected life of the options granted is based on the United States Treasury yield curve in effect as of the grant date. The Company records stock-based compensation net of estimated forfeitures. |
Contingencies | Contingencies The Company accounts for contingencies in accordance with ASC 450 Contingencies (“ASC 450”) which requires that an estimated loss from a loss contingency be accrued when (i) information available prior to issuance of the financial statements indicates that it is probable that an asset has been impaired or a liability has been incurred at the date of the financial statements and (ii) when the amount of the loss can be reasonably estimated. Accounting for contingencies such as legal and contract dispute matters requires the use of management’s judgment. Management believes that the Company’s accruals for these matters are adequate. Nevertheless, the actual loss from a loss contingency might differ from management’s estimates. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and the tax bases of assets and liabilities using the current tax laws and rates. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts more likely than not expected to be realized. ASC Topic 740, Accounting for Uncertainty in Income Taxes clarifies the accounting for uncertainty in income taxes recognized in the financial statements and provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. This interpretation also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, and disclosure. The Company recognizes interest and penalties related to unrecognized tax benefits within the interest expense line and other expense line, respectively, in the Consolidated Statements of Operations. Accrued interest and penalties are included within the related liability lines in the Consolidated Balance Sheets. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is computed by dividing the net loss by the weighted average number of shares of common stock adjusted for the dilutive effect of common stock equivalent shares outstanding during the period. Common stock equivalents consist of stock options, restricted stock units and stock warrants. Common equivalent shares are excluded from the computation in periods in which they have an anti-dilutive effect on earnings per share. |
Fair Value Of Financial Instruments | Fair Value of Financial Instruments Financial instruments include cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities and debt. The estimated fair value of financial instruments has been determined using available market information or other appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop estimates of fair value; therefore, the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange. The effect of using different market assumptions and/or estimation methodologies may be material to the estimated fair value amounts. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities are at cost, which approximates fair value due to the short maturity of those instruments. The carrying amount of restricted cash represents a long-term security deposit for a financial arrangement that is at cost. The carrying value of debt approximates fair value due to its interest rate approximating market rates of interest available to the Company for similar instruments. |
Segment Reporting | Segment Reporting The Company’s chief operating decision maker evaluates the business on a consolidated basis and therefore, the Company operates one operating and reportable segment. |
Property And Equipment (Tables)
Property And Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property And Equipment [Abstract] | |
Components Of Property And Equipment | December 31,(in thousands) 2021 2020Machinery and equipment $ 1,094 $ 1,094Demonstration equipment 8 17Computer equipment and software 1,252 1,194Furniture and fixtures 174 154Leasehold improvements 721 701Gross property and equipment 3,249 3,160Accumulated depreciation and amortization (2,785) (2,577)Property and equipment, net $ 464 $ 583 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities [Abstract] | |
Components Of Accrued Liabilities | December 31,(in thousands)2021 2020Payroll and benefits related expenses $ 2,652 $ 1,874Collaboration and research agreements expenses 382 616Professional services 1,992 803Other accrued liabilities 273 325Total accrued liabilities $ 5,299 $ 3,618 |
Commitments, Contingencies An_2
Commitments, Contingencies And Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments, Contingencies And Debt [Abstract] | |
Schedule of Long-term Debt | December 31, 2021 2020(in thousands) DECD loan, net of issuance costs$ 2,919 $ 3,116PPP Loan - 1,006Total debt 2,919 4,122Less: Current portion, net of issuance costs (201) (645)Total long-term debt, net of issuance costs$ 2,718 $ 3,477 |
Annual Amounts of Future Minimum Principal Payments Due Under Certain Contractual Obligations | Payments Due by Period(in thousands) Total 2022 2023 2024 2025 2026 ThereafterDECD Loan $ 2,933 $ 204 $ 406 $ 452 $ 461 $ 341 $ 1,069Total $ 2,933 $ 204 $ 406 $ 452 $ 461 $ 341 $ 1,069 |
Expense Associated with Operating Leases | Twelve Months Ended December, 31Lease CostClassification2021 2020Operating rent expense Cost of revenue$ 59 $ 54 Research and development 44 38 Sales and marketing 33 26 General and administrative 68 57Variable rent expense Cost of revenue$ 32 $ 26 Research and development 32 16 Sales and marketing 37 45 General and administrative 61 61 |
Future Lease Payments Related to Operating Leases | 2022$95 2023 106 2024 116 2025 124 2026 64 Total Operating Lease Payments 505 Less: Interest (96) Present Value of Lease Liabilities$409 Weighted-average lease term and discount rate were as follows: Weighted-average remaining lease term (in years) 4.5 Weighted-average discount rate 9.33% |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Loss Per Share [Abstract] | |
Reconciliation Of Numerators And Denominators Of Basic And Diluted Loss Per Share | Loss Shares Per Share(In thousands, except shares and per share data)(Numerator) (Denominator) Amount Year ended December 31, 2021: Net loss - basic $ (31,662) 111,210,614 $ (0.28)Dilutive effect of common stock shares issuable upon exercise of stock options - - Net loss - diluted $ (31,662) 111,210,614 $ (0.28) Year ended December 31, 2020: Net loss - basic $ (17,905) 100,723,303 $ (0.18)Dilutive effect of common stock shares issuable upon exercise of stock options - - Net loss - diluted $ (17,905) 100,723,303 $ (0.18) |
Potential Shares Of Common Stock Excluded From Diluted Loss Per Share Calculation | Year Ended December 31, 2021 2020Stock options 10,257,908 8,212,112Potential common shares 10,257,908 8,212,112 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Employee Benefit Plans [Abstract] | |
Activity Related to Shares Available for Grant Under the 2000 Plan and 2010 Plan | 2010 Stock Option Plan 2019 Stock Option Plan Total Shares available at December 31, 2019 670,400 10,285,283 10,955,683Options canceled 718,500 502,000 1,220,500Options granted - (3,925,409) (3,925,409)Restricted stock units granted - (356,940) (356,940)Shares forfeited (1,388,900) - (1,388,900)Shares available at December 31, 2020 - 6,504,934 6,504,934 Options canceled 95,626 1,321,646 1,417,272Options granted - (4,020,634) (4,020,634)Restricted stock units granted - (76,742) (76,742)Shares forfeited (95,626) - (95,626)Shares available at December 31, 2021 - 3,729,204 3,729,204 |
Stock Option Activity Under 2010 Plan and 2019 Plan | Number of Shares Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Remaining Contractual Term Options outstanding at December 31, 2019 6,612,878 $ 1.67 $ 303,995 8.66Granted 3,925,409 1.46 Exercised (1,105,675) 1.48 Canceled (1,220,500) 0.75 Options outstanding at December 31, 2020 8,212,112 $ 1.49 $ 42,833,712 7.51Granted 4,020,634 6.22 Exercised (557,566) 1.29 Canceled (1,417,272) 4.34 Options outstanding at December 31, 2021 10,257,908 $ 2.96 $ 3,797,181 7.44 Shares exercisable: December 31, 2021 4,773,394 $ 1.61 $ 2,182,917 5.91Shares expected to vest: December 31, 2021 5,484,514 $ 4.14 $ 1,614,267 7.77 |
Range of Exercise Prices for Options Outstanding and Exercisable | Exercise Price Options Outstanding Weighted Average Exercise Price Weighted Average Remaining Life in Years Options Exercisable Weighted Average Exercise Price $ 0.47-$ 1.11 3,079,820 $0.78 7.49 1,723,473 $0.80 1.23- 2.05 2,623,941 1.53 5.64 2,027,441 1.57 2.08- 7.40 4,348,147 5.14 8.41 984,980 2.86 7.79- 7.79 206,000 7.79 9.07 37,500 7.79 $ 0.47-$ 7.79 10,257,908 $ 2.96 7.44 4,773,394 $ 1.61 |
Fair Value of Options Vested | (in thousands) Total Intrinsic Value of Options Exercised Total Fair Value of Vested OptionsYear ended December 31, 2021$ 2,903 $ 4,325Year ended December 31, 2020$ 3,439 $ 3,254 |
Assumptions Used to Calculate Fair Value of Options Granted Under 2010 Plan | Year Ended December 31, 2021 2020Dividend yield -% -%Volatility 89% 84%Risk-free interest rate 0.63% 0.71%Expected lives (years) 3.8 2.9 Weighted average grant date fair value$ 3.94 $ 0.87 |
Allocation of Employee and Director Stock-Based Compensation Expense by Functional Area | Twelve Months Ended December 31,(in thousands) 2021 2020Cost of revenue $ 153 $ 96Research and development 350 33Sales and marketing 1,210 162General and administrative 1,658 924Total $ 3,371 $ 1,215 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes [Abstract] | |
Components Of Deferred Tax Assets (Liabilities) | Year Ended December 31,(in thousands)2021 2020Deferred tax assets: Net operating losses$ 38,268 $ 32,740Amortization - R&D intangibles 2,404 1,873Depreciation and amortization 633 622Other 587 -Total deferred tax assets 41,892 35,235Valuation allowance (41,892) (35,195)Deferred tax assets $ - $ 40 Deferred tax liabilities: Other$ - $ 40Deferred tax liabilities$ - $ 40 Net deferred tax asset$ - $ - |
Reconciliation Of Statutory Federal Income Tax Rate | Year Ended December 31, 2021 2020Tax at federal statutory rate 21% 21%State tax, net of federal benefit (2) 1 Valuation allowance (21) (19) Net operating loss and tax credit carryforwards - (2) Permanent items 1 (1) Other 1 - Effective income tax rate -% -% |
Reconciliation Of Change In Unrecognized Tax Benefits | (in thousands) Federal Tax State Tax TotalBalance at December 31, 2019 $ 5,293 $ 5,351 $ 10,644Increase in tax position during 2020 20 45 65Decrease due to expirations during 2020 (192) - (192)Balance at December 31, 2020 $ 5,121 $ 5,396 $ 10,517Return to provision true up (9) - (9)Increase in tax position during 2021 260 248 508Decrease due to expirations during 2021 (435) - (435)Balance at December 31, 2021 $ 4,937 $ 5,644 $ 10,581 |
Basis Of Presentation And Sum_2
Basis Of Presentation And Summary Of Significant Accounting And Reporting Policies (Details) $ in Thousands | Mar. 22, 2016 | Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) |
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items] | |||
Accumulated deficit | $ (471,728) | $ (440,066) | |
Short-term debt | 779 | 611 | |
Long-term debt | 2,919 | 4,122 | |
Revenue | 6,812 | 4,651 | |
Cost of revenue | 3,750 | 3,415 | |
Patent costs | $ 202 | 322 | |
Number of reportable segments | segment | 1 | ||
PPP Loan [Member] | |||
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items] | |||
Long-term debt | 1,006 | ||
Restatement Adjustment [Member] | |||
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items] | |||
Short-term debt | (400) | ||
Long-term debt | 400 | ||
DECD [Member] | DECD Loan Agreement [Member] | |||
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items] | |||
Line of credit fixed interest rate | 2.00% | ||
Line of credit, maturity date | Apr. 15, 2026 | ||
Consecutive period full times employees with specified average annual salary under loan agreement | 2 years | ||
Percentage of penalty on total loan fund included in loan agreement | 5.00% | ||
Minimum [Member] | |||
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items] | |||
Property and equipment useful life | 3 years | ||
Maximum [Member] | |||
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items] | |||
Property and equipment useful life | 5 years | ||
Product [Member] | |||
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items] | |||
Revenue | $ 6,568 | 4,543 | |
Cost of revenue | $ 3,016 | $ 2,517 |
Strategic Alliance With Quest_2
Strategic Alliance With Quest Diagnostics Incorporated (Details) $ in Thousands | Mar. 11, 2020USD ($) |
Quest Diagnostics [Member] | Amended Agreement [Member] | |
Line of Credit Facility [Line Items] | |
Annual fee to services of Part-time Quest Diagnostics project manager | $ 75 |
Property And Equipment (Narrati
Property And Equipment (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property And Equipment [Abstract] | ||
Depreciation expense for property and equipment | $ 302 | $ 265 |
Property And Equipment (Compone
Property And Equipment (Components Of Property And Equipment) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | $ 3,249 | $ 3,160 |
Accumulated depreciation and amortization | (2,785) | (2,577) |
Property and equipment, net | 464 | 583 |
Machinery And Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 1,094 | 1,094 |
Demonstration Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 8 | 17 |
Computer Equipment And Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 1,252 | 1,194 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 174 | 154 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | $ 721 | $ 701 |
Accrued Liabilities (Components
Accrued Liabilities (Components Of Accrued Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Liabilities [Abstract] | ||
Payroll and benefits related expenses | $ 2,652 | $ 1,874 |
Collaboration and research agreements expenses | 382 | 616 |
Professional services | 1,992 | 803 |
Other accrued liabilities | 273 | 325 |
Total accrued liabilities | $ 5,299 | $ 3,618 |
Commitments, Contingencies An_3
Commitments, Contingencies And Debt (Narrative) (Details) | Dec. 03, 2020USD ($) | Apr. 15, 2016USD ($) | Mar. 22, 2016USD ($)employee | Dec. 31, 2021USD ($)item | Dec. 31, 2020USD ($) | Oct. 31, 2015USD ($) |
Commitments And Contingencies [Line Items] | ||||||
Proceeds from development loan | $ 2,000,000 | |||||
Royalty expense | $ 263,000 | 181,000 | ||||
Austin, Texas Facility [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Operating lease term | 12 months | |||||
Lease renewal term | 1 year | |||||
Lease cost | $ 108,000 | $ 53,000 | ||||
Trumbull, Connecticut Facility [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Leasehold improvements | $ 596,000 | |||||
Lease expiration date | Jun. 30, 2026 | |||||
Lease renewal term | 5 years | |||||
DECD Loan Agreement [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Unamortized debt issuance costs | $ 15,000 | |||||
Debt instrument carrying amount | $ 779,000 | |||||
Insurance Promissory Notes [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Debt instrument interest rate | 3.74% | 3.88% | ||||
Aggregate principal amount outstanding | $ 779,000 | $ 611,000 | ||||
Notes payable number of monthly payment installment | item | 10 | |||||
Johns Hopkins University School Of Medicine [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Percent of royalty paid | 4.00% | |||||
Minimum royalty payment | $ 57,500 | |||||
DECD [Member] | DECD Loan Agreement [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
DECD maximum borrowing capacity | $ 4,000,000 | |||||
Line of credit fixed interest rate | 2.00% | |||||
Line of credit, maturity date | Apr. 15, 2026 | |||||
Proceeds from development loan | $ 2,000,000 | $ 2,000,000 | ||||
Maximum loan forgiveness amount under loan agreement | $ 1,500,000 | |||||
Number of full time employees expected to be retained under loan agreement | employee | 25 | |||||
Consecutive period full times employees with specified average annual salary under loan agreement | 2 years | |||||
Percentage of penalty on total loan fund included in loan agreement | 5.00% | |||||
DECD [Member] | DECD Loan Agreement [Member] | Loan Agreement Target Employment Milestone [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Proceeds from development loan | 1,000,000 | |||||
DECD [Member] | DECD Loan Agreement [Member] | Loan Agreement Required Revenue Target [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Proceeds from development loan | $ 1,000,000 |
Commitments, Contingencies An_4
Commitments, Contingencies And Debt (Schedule of Long-term Debt) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total debt | $ 2,919 | $ 4,122 |
Less: Current portion, net of issuance costs | (201) | (645) |
Total long-term debt, net of issuance costs | 2,718 | 3,477 |
DECD Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 2,919 | 3,116 |
PPP Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 1,006 |
Commitments, Contingencies An_5
Commitments, Contingencies And Debt (Annual Amounts of Future Minimum Principal Payments Due Under Certain Contractual Obligations) (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Other Commitments [Line Items] | |
Contractual obligation, 2022 | $ 204 |
Contractual obligation, 2023 | 406 |
Contractual obligation, 2024 | 452 |
Contractual obligation, 2025 | 461 |
Contractual obligation, 2026 | 341 |
Contractual obligation, Thereafter | 1,069 |
Total | 2,933 |
DECD Loan [Member] | |
Other Commitments [Line Items] | |
Contractual obligation, 2022 | 204 |
Contractual obligation, 2023 | 406 |
Contractual obligation, 2024 | 452 |
Contractual obligation, 2025 | 461 |
Contractual obligation, 2026 | 341 |
Contractual obligation, Thereafter | 1,069 |
Total | $ 2,933 |
Commitments, Contingencies An_6
Commitments, Contingencies And Debt (Expense Associated with Operating Leases) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cost Of Revenue [Member] | ||
Operating rent expense | $ 59 | $ 54 |
Variable rent expense | 32 | 26 |
Research And Development [Member] | ||
Operating rent expense | 44 | 38 |
Variable rent expense | 32 | 16 |
Sales And Marketing [Member] | ||
Operating rent expense | 33 | 26 |
Variable rent expense | 37 | 45 |
General And Administrative [Member] | ||
Operating rent expense | 68 | 57 |
Variable rent expense | $ 61 | $ 61 |
Commitments, Contingencies An_7
Commitments, Contingencies And Debt (Future Lease Payments Related to Operating Leases) (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2022 | $ 95 |
2023 | 106 |
2024 | 116 |
2025 | 124 |
2026 | 64 |
Total Operating Lease Payments | 505 |
Less: Interest | (96) |
Present Value of Lease Liabilities | $ 409 |
Commitments, Contingencies An_8
Commitments, Contingencies And Debt (Weighted-Average Lease Term and Discount Rate) (Details) | Dec. 31, 2021 |
Leases [Abstract] | |
Weighted-average remaining lease term (in years) | 4 years 6 months |
Weighted-average discount rate | 9.33% |
Common Stock (Details)
Common Stock (Details) - USD ($) | Feb. 08, 2021 | Feb. 04, 2021 | Jul. 20, 2020 | Jun. 09, 2020 | Feb. 17, 2017 | Dec. 31, 2021 | Dec. 31, 2020 |
Common Stock Equity [Line Items] | |||||||
Net proceeds after deducting underwriting discounts and offering expenses | $ 48,235,000 | ||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||
Common stock, shares issued | 112,138,741 | 104,619,876 | |||||
Costs related to issuance of common stock | $ 384,000 | ||||||
Proceeds from exercise of warrants | 5,060,000 | ||||||
Common stock value | $ 112,000 | $ 105,000 | |||||
Common Stock [Member] | |||||||
Common Stock Equity [Line Items] | |||||||
Common stock shares issued | 6,900,000 | ||||||
2020 Private Placement [Member] | Common Stock [Member] | |||||||
Common Stock Equity [Line Items] | |||||||
Common stock shares issued | 3,150,000 | ||||||
Common stock share price | $ 3.50 | ||||||
Proceeds from issuance of stock | $ 10,641,000 | ||||||
Private Placement [Member] | Common Stock [Member] | |||||||
Common Stock Equity [Line Items] | |||||||
Costs related to issuance of common stock | $ 384,000 | ||||||
2021 Underwriting Agreement [Member] | |||||||
Common Stock Equity [Line Items] | |||||||
Costs related to issuance of common stock | $ 377,000 | ||||||
2021 Underwriting Agreement [Member] | Common Stock [Member] | |||||||
Common Stock Equity [Line Items] | |||||||
Underwriting agreement, shares | 6,000,000 | ||||||
Net proceeds after deducting underwriting discounts and offering expenses | $ 47,858,000 | ||||||
Underwriting commitments additional shares offered | 900,000 | ||||||
Common stock shares issued | 900,000 | 6,000,000 | |||||
Underwriting agreement, per share | $ 0.4875 | $ 0.4875 | |||||
Sale of stock, price per share | $ 7.50 | ||||||
2020 Exercise of Warrants [Member] | |||||||
Common Stock Equity [Line Items] | |||||||
Common stock shares issued | 2,810,338 | ||||||
Exercise price of warrants | $ 1.80 | ||||||
Stock price per share | $ 0.125 | ||||||
Proceeds from exercise of warrants | $ 5,060,000 | ||||||
Maximum [Member] | 2020 Exercise of Warrants [Member] | |||||||
Common Stock Equity [Line Items] | |||||||
Warrants issued to purchase common stock | 2,810,338 |
Loss Per Share (Reconciliation
Loss Per Share (Reconciliation Of Numerators And Denominators Of Basic And Diluted Loss Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Loss (Numerator) | ||
Net loss - basic | $ (31,662) | $ (17,905) |
Dilutive effect of common stock shares issuable upon exercise of stock options | ||
Net loss - diluted | $ (31,662) | $ (17,905) |
Shares (Denominator) | ||
Net loss - basic | 111,210,614 | 100,723,303 |
Net loss - diluted | 111,210,614 | 100,723,303 |
Per Share Amount | ||
Net loss - basic | $ (0.28) | $ (0.18) |
Net loss - diluted | $ (0.28) | $ (0.18) |
Loss Per Share (Potential Share
Loss Per Share (Potential Shares Of Common Stock Excluded From Diluted Loss Per Share Calculation) (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 10,257,908 | 8,212,112 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 10,257,908 | 8,212,112 |
Employee Benefit Plans (Narrati
Employee Benefit Plans (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share based compensation shares reserved for issuance | 3,729,204 | 6,504,934 | 10,955,683 |
401(k) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
401(k) Plan, percentage for employee maximum contribution amount | 90.00% | ||
401(k) employer contributions | $ 0 | $ 0 | |
Unvested Stock Option Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total unrecognized compensation costs related to nonvested stock option awards | $ 12,110,000 | ||
Weighted average period over which unrecognized cost expected to be recognized | 3 years 1 month 20 days | ||
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total unrecognized compensation costs related to nonvested stock option awards | $ 0 | ||
2019 Stock Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share based compensation shares reserved for issuance | 3,729,204 | ||
Share based compensation shares authorized for grants | 10,492,283 | ||
Common Stock Subject to Outstanding Stock Options [Member] | 2010 Stock Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share based compensation shares reserved for issuance | 4,366,311 | ||
Common Stock Subject to Outstanding Stock Options [Member] | 2019 Stock Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share based compensation shares reserved for issuance | 5,891,597 | ||
Common Stock Subject to Outstanding Stock Options [Member] | 2019 Stock Incentive Plan [Member] | Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share based compensation shares reserved for issuance | 0 |
Employee Benefit Plans (Activit
Employee Benefit Plans (Activity Related to Shares Available for Grant Under the 2010 Plan and 2019 Plan) (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares available at beginning of period | 6,504,934 | 10,955,683 |
Options canceled | 1,417,272 | 1,220,500 |
Options. granted | (4,020,634) | (3,925,409) |
Restricted stock units granted | (76,742) | (356,940) |
Options forfeited | (95,626) | (1,388,900) |
Shares available at end of period | 3,729,204 | 6,504,934 |
2010 Stock Option Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares available at beginning of period | 670,400 | |
Options canceled | 95,626 | 718,500 |
Options forfeited | (95,626) | (1,388,900) |
2019 Stock Option Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares available at beginning of period | 6,504,934 | 10,285,283 |
Options canceled | 1,321,646 | 502,000 |
Options. granted | (4,020,634) | (3,925,409) |
Restricted stock units granted | (76,742) | (356,940) |
Options forfeited | ||
Shares available at end of period | 3,729,204 | 6,504,934 |
Employee Benefit Plans (Stock O
Employee Benefit Plans (Stock Option Activity Under 2010 Plan and 2019 Plan) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Shares | |||
Options outstanding | 8,212,112 | 6,612,878 | |
Granted | 4,020,634 | 3,925,409 | |
Exercised | (557,566) | (1,105,675) | |
Canceled | (1,417,272) | (1,220,500) | |
Options outstanding | 10,257,908 | 8,212,112 | 6,612,878 |
Shares exercisable | 4,773,394 | ||
Shares expected to vest | 5,484,514 | ||
Weighted Average Exercise Price | |||
Options outstanding | $ 1.49 | $ 1.67 | |
Granted | 6.22 | 1.46 | |
Exercised | 1.29 | 1.48 | |
Canceled | 4.34 | 0.75 | |
Opstions outstanding | 2.96 | $ 1.49 | $ 1.67 |
Shares exercisable | 1.61 | ||
Shares expected to vest | $ 4.14 | ||
Aggregate Intrinsic Value | |||
Options outstanding | $ 3,797,181 | $ 42,833,712 | $ 303,995 |
Shares exercisable | 2,182,917 | ||
Shares expected to vest | $ 1,614,267 | ||
Weighted Average Remaining Contractual Term | |||
Options outstanding | 7 years 5 months 8 days | 7 years 6 months 3 days | 8 years 7 months 28 days |
Shares exercisable | 5 years 10 months 28 days | ||
Shares expected to vest | 7 years 9 months 7 days |
Employee Benefit Plans (Range o
Employee Benefit Plans (Range of Exercise Prices for Options Outstanding and Exercisable) (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price Lower Range | $ 0.47 |
Exercise Price Upper Range | $ 7.79 |
Options Outstanding | shares | 10,257,908 |
Weighted Average Exercise Price | $ 2.96 |
Weighted Average Remaining life | 7 years 5 months 8 days |
Options Exercisable | shares | 4,773,394 |
Weighted Average Exercise Price | $ 1.61 |
Range One [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price Lower Range | 0.47 |
Exercise Price Upper Range | $ 1.11 |
Options Outstanding | shares | 3,079,820 |
Weighted Average Exercise Price | $ 0.78 |
Weighted Average Remaining life | 7 years 5 months 26 days |
Options Exercisable | shares | 1,723,473 |
Weighted Average Exercise Price | $ 0.80 |
Range Two [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price Lower Range | 1.23 |
Exercise Price Upper Range | $ 2.05 |
Options Outstanding | shares | 2,623,941 |
Weighted Average Exercise Price | $ 1.53 |
Weighted Average Remaining life | 5 years 7 months 20 days |
Options Exercisable | shares | 2,027,441 |
Weighted Average Exercise Price | $ 1.57 |
Range Three [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price Lower Range | 2.08 |
Exercise Price Upper Range | $ 7.40 |
Options Outstanding | shares | 4,348,147 |
Weighted Average Exercise Price | $ 5.14 |
Weighted Average Remaining life | 8 years 4 months 28 days |
Options Exercisable | shares | 984,980 |
Weighted Average Exercise Price | $ 2.86 |
Range Four [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price Lower Range | 7.79 |
Exercise Price Upper Range | $ 7.79 |
Options Outstanding | shares | 206,000 |
Weighted Average Exercise Price | $ 7.79 |
Weighted Average Remaining life | 9 years 25 days |
Options Exercisable | shares | 37,500 |
Weighted Average Exercise Price | $ 7.79 |
Employee Benefit Plans (Fair Va
Employee Benefit Plans (Fair Value of Options Vested) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Benefit Plans [Abstract] | ||
Total Intrinsic Value of Options Exercised | $ 2,903 | $ 3,439 |
Total Fair Value of Vested Options | $ 4,325 | $ 3,254 |
Employee Benefit Plans (Assumpt
Employee Benefit Plans (Assumptions Used to Calculate Fair Value of Options Granted Under 2010 Plan) (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Benefit Plans [Abstract] | ||
Dividend yield | ||
Volatility | 89.00% | 84.00% |
Risk-free interest rate | 0.63% | 0.71% |
Expected lives (years) | 3 years 9 months 18 days | 2 years 10 months 24 days |
Weighted average grant date fair value | $ 3.94 | $ 0.87 |
Employee Benefit Plans (Allocat
Employee Benefit Plans (Allocation of Employee and Director Stock-Based Compensation Expense by Functional Area) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cost Of Revenue [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 161 | $ 106 |
Research And Development [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 311 | 34 |
Sales And Marketing [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 1,132 | 228 |
General And Administrative [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 1,935 | 1,180 |
Employee Stock-based Compensation [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 3,371 | 1,215 |
Employee Stock-based Compensation [Member] | Cost Of Revenue [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 153 | 96 |
Employee Stock-based Compensation [Member] | Research And Development [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 350 | 33 |
Employee Stock-based Compensation [Member] | Sales And Marketing [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 1,210 | 162 |
Employee Stock-based Compensation [Member] | General And Administrative [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 1,658 | $ 924 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes [Line Items] | |||
Current income tax expense (benefit) | $ 0 | $ 0 | |
Domestic and foreign components of loss from continuing operations before income taxes | 31,662,000 | 17,905,000 | |
Deferred income tax expense (benefit) | 0 | 0 | |
Valuation allowance | 41,892,000 | 35,195,000 | |
Interest and penalties as a result of uncertain tax positions | 0 | 0 | |
Gross unrecognized tax benefits | 10,581,000 | 10,517,000 | $ 10,644,000 |
Prior To 2018 [Member] | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards | 91,000,000 | ||
2018 And Forward [Member] | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards | 82,000,000 | ||
Research and Development Credits [Member] | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards | 5,112,000 | 5,396,000 | |
Gross unrecognized tax benefits | 10,581,000 | ||
Total Unrecognized income tax benefit, affecting effective tax rate if recognized | 10,581,000 | ||
Federal Tax [Member] | |||
Income Taxes [Line Items] | |||
Increase in valuation allowance | 6,700,000 | ||
Gross unrecognized tax benefits | $ 4,937,000 | $ 5,121,000 | $ 5,293,000 |
Minimum [Member] | Prior To 2018 [Member] | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards expiration date | Dec. 31, 2022 | ||
Minimum [Member] | 2018 And Forward [Member] | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards expiration date | Dec. 31, 2022 | ||
Maximum [Member] | Prior To 2018 [Member] | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards expiration date | Dec. 31, 2037 | ||
Maximum [Member] | 2018 And Forward [Member] | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards expiration date | Dec. 31, 2037 | ||
Additional [Member] | Federal Tax [Member] | Research and Development Credits [Member] | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards | $ 260,000 | ||
Additional [Member] | California State [Member] | Research and Development Credits [Member] | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards | $ 248,000 |
Income Taxes (Components Of Def
Income Taxes (Components Of Deferred Tax Assets (Liabilities)) (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating losses | $ 38,268,000 | $ 32,740,000 |
Amortization - R&D intangibles | 2,404,000 | 1,873,000 |
Depreciation and amortization | 633,000 | 622,000 |
Other | 587,000 | |
Total deferred tax assets | 41,892,000 | 35,235,000 |
Valuation allowance | (41,892,000) | (35,195,000) |
Deferred tax assets | 40,000 | |
Deferred tax liabilities: | ||
Other | 40,000 | |
Deferred tax liabilities | 40,000 | |
Net deferred tax asset |
Income Taxes (Reconciliation Of
Income Taxes (Reconciliation Of Statutory Federal Income Tax Rate) (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes [Abstract] | ||
Tax at federal statutory rate | 21.00% | 21.00% |
State tax, net of federal benefit | (2.00%) | 1.00% |
Valuation allowance | (21.00%) | (19.00%) |
Net operating loss and tax credit carryforwards | (2.00%) | |
Permanent items | 1.00% | (1.00%) |
Other | 1.00% | |
Effective Income Tax Rate Reconciliation, Percent, Total |
Income Taxes (Reconciliation _2
Income Taxes (Reconciliation Of Change In Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Contingency [Line Items] | ||
Beginning Balance | $ 10,517 | $ 10,644 |
Return to provision true up | (9) | |
Increase in tax position | 508 | 65 |
Decrease due to expirations | (435) | (192) |
Ending Balance | 10,581 | 10,517 |
Federal Tax [Member] | ||
Income Tax Contingency [Line Items] | ||
Beginning Balance | 5,121 | 5,293 |
Return to provision true up | (9) | |
Increase in tax position | 260 | 20 |
Decrease due to expirations | (435) | (192) |
Ending Balance | 4,937 | 5,121 |
State and Local Jurisdiction | ||
Income Tax Contingency [Line Items] | ||
Beginning Balance | 5,396 | 5,351 |
Return to provision true up | ||
Increase in tax position | 248 | 45 |
Decrease due to expirations | ||
Ending Balance | $ 5,644 | $ 5,396 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Subsequent Event [Line Items] | |
Restructuring costs | $ 1,258 |
Insurance reimbursement | $ 523 |