0001558370-23-003338 | 10-K | XBRL Viewer | Helius Medical Technologies INC

BASIC AND DILUTED LOSS PER SHARE

12 Months Ended

Dec. 31, 2022

10.BASIC AND DILUTED LOSS PER SHARE

The table below presents the computation of basic and diluted loss per share (in thousands, except share and per share information):


	Years Ended December 31,
	2022		2021
Basic:
Net loss available to common stockholders - basic	$	(14,072)	$	(18,132)
Weighted average common shares outstanding - basic		13,497,159		2,456,782
Loss per share - basic	$	(1.04)	$	(7.38)

Diluted:
Net loss available to common stockholders - diluted ⁽¹⁾	$	(14,072)	$	(18,132)
Weighted average common shares outstanding - diluted ⁽¹⁾		13,497,159		2,456,782
Loss per share - diluted	$	(1.04)	$	(7.38)

⁽¹⁾

For the year ended December 31, 2022, no adjustment was made to the numerator and no incremental shares were added to the denominator for the Public Warrants being accounted for as a derivative liability, as the Public Warrants were out-of-the-money. Refer to Note 8 for additional information about the Public Warrants.

The following outstanding securities, presented based on amounts outstanding as of the end of each period, were not included in the computation of diluted loss per share for the periods indicated, as they would have been anti-dilutive due to the net loss in each period.


	Years Ended
	December 31,

	2022	2021
Stock options	1,189,889	669,117
Restricted stock units	8,064	2,359
Warrants	36,593,924	593,924

COMMON STOCK AND WARRANTS (Tables)

12 Months Ended

Dec. 31, 2022

February 2021 Offering

Stockholders' Equity

Schedule Of Weighted Average Assumptions Used For Fair Value Of Warrants


	February 1, 2021
Stock price	$	14.82
Exercise price	$	16.47
Warrant term (in years)		5.00
Expected volatility		75.02	%
Risk-free interest rate		0.42	%
Dividend rate		0.00	%

August 2022 offering.

Stockholders' Equity

Schedule Of Weighted Average Assumptions Used For Fair Value Of Warrants

The table below summarizes the inputs used in estimating the fair value of the Public Warrants. The use of different assumptions could have a material effect on the estimated fair value amounts.
	December 31,			August 9,
	2022			2022
Stock price	$	0.31		$	0.49
Exercise price	$	0.75		$	0.75
Warrant term (in years)		4.61			5.00
Expected volatility		80.90	%		78.27	%
Risk-free interest rate		4.04	%		2.97	%
Dividend rate		0.00	%		0.00	%

STOCK-BASED COMPENSATION

12 Months Ended

Dec. 31, 2022

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

9.STOCK-BASED COMPENSATION

The Helius Medical Technologies, Inc. 2022 Equity Incentive Plan (“2022 Plan”) provides for the grant of incentive stock options (“ISOs”), nonstatutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to employees, directors and consultants. The maximum number of shares of common stock that may be issued on the exercise of ISOs under the 2022 Plan is 11,212,720. Options to purchase shares of the Company’s common stock granted under the 2022 Plan are awarded at a price equal to the fair market value at the date of grant based upon the closing price on that date. Options granted under the 2022 Plan generally vest over periods of between one to three years and expire no later than ten years from the date of grant. Effective with the stockholder approval of the 2022 Plan on May 23, 2022, the Company ceased granting awards under the 2018 Omnibus Incentive Plan (as amended, the “2018 Plan”). However, outstanding stock options granted prior to the effective date of the 2022 Plan are still governed by the 2018 Plan or the respective predecessor incentive plan under which they were granted.

The 2022 Plan contains an automatic increase provision which provides for an annual increase to the maximum number of authorized shares on January 1 of each year beginning on January 1, 2023 through January 1, 2027, to an amount equal to (i) 20% of the fully diluted number of shares of common stock outstanding on December 31 of the fiscal year before the date of each automatic increase, or (ii) a lesser number of shares determined by the board of directors prior to the date of the increase. As of January 1, 2023, the number of shares authorized for issuance increased from the initial 1,121,272 to 13,215,973 and there were 12,129,388 shares of common stock available for issuance under the 2022 Plan.

The Company also maintains the Helius Medical Technologies, Inc. 2021 Inducement Plan (as amended, the “Inducement Plan”) which permits the grant of non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock and cash awards and other share‑based awards The Inducement Plan is used exclusively for grants of awards to individuals who were not previously employees or directors of the Company. Options granted under the Inducement Plan generally vest over four years and expire after ten years. The exercise price of each option is equal to the fair market value of the common stock at the date of grant.

The Inducement Plan was approved by the Company’s board of directors without stockholder approval on July 2, 2022 pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. On December 15, 2022, the Company’s board of directors approved an amendment to the Inducement Plan to increase the number of shares authorized for issuance from the initial 100,000 to 600,000. As of December 31, 2022, there were 472,500 shares of common stock available for issuance under the Inducement Plan.

The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option valuation model that uses the assumptions noted in the following tables. The risk-free interest rate is estimated using the United States Treasury yield curve and is based on the expected term of the award. Due to the Company’s short trading history and higher volatility relative to its peers, expected volatility is based on an average of a peer group of companies with trading histories of at least ten years. The expected term of stock option awards granted is estimated based on the “simplified” method described in the SEC Staff Accounting Bulletin, Topic 14: Share-Based Payment.

The Black-Scholes option pricing model was used with the following weighted-average assumptions for options granted during the periods indicated:


	Years Ended December 31,
	2022			2021
Risk-free interest rate		2.95	%		1.18	%
Expected volatility		74.91	%		78.03
Expected term (years)		5.70			6.99
Expected dividend yield		0.00	%		0.00	%
Fair value, per share	$	1.02		$	10.53

The fair value of restricted stock units granted during the years ended December 31, 2022 and 2021 was based on the closing price of the Company’s common stock on the Nasdaq Capital Market on the day of the grant.

Stock option activity during the year ended December 31, 2022 was as follows:


				Weighted Average	Aggregate
		Weighted		Remaining	Intrinsic
		Average		Contractual	Value
	Shares	Exercise Price		Term (in years)	(in thousands)
Outstanding as of December 31, 2021	669,117	$	37.36	9.03
Granted	645,170		2.81
Exercised	—		—
Forfeited	(124,398)		87.48
Outstanding as of December 31, 2022	1,189,889		13.39	8.89	$	5
Exercisable as of December 31, 2022	598,841		20.58	8.56	$	—

The following table summarizes nonvested restricted stock unit activity during the year ended December 31, 2022:


		Weighted Average
		Grant Date
	Shares	Fair Value
Nonvested as of December 31, 2021	2,359	$	15.76
Granted	24,196		1.40
Vested	(18,491)		3.23
Forfeited	—		—
Nonvested as of December 31, 2022	8,064		1.40

Total stock-based compensation expense was as follows (in thousands):


	Years Ended
	December 31,
	2022		2021
Cost of sales	$	15	$	7
Selling, general and administrative		2,015		3,552
Research and development		224		693
Total stock-based compensation expense	$	2,254	$	4,252

Stock-based compensation expense for the year ended December 31, 2022 included $1.2 million of expense associated with the vesting of performance-based stock options upon the achievement of the performance criteria when the public offering in August 2022 was completed. Stock-based compensation expense for the year ended December 31, 2021 included $0.5 million of expense related to the accelerated vesting of stock options in connection with the departure of the Company’s former chief operating officer in July 2021.

As of December 31, 2022, the total remaining unrecognized compensation expense related to nonvested stock options and restricted stock units was $1.9 million which will be amortized over weighted-average remaining requisite service period of 2.4 years.

LEASES

12 Months Ended

Dec. 31, 2022

LEASES

LEASES

5.LEASES

The Company has two operating leases for office space with lease terms that commenced in January 2022 and February 2022 and expire in March 2025 and January 2024, respectively. The leases do not contain any options to extend. Operating lease costs for the current and prior leases for the years ended December 31, 2022 and 2021 were $56 thousand and $63 thousand, respectively.

Maturities of operating lease liabilities at December 31, 2022 were as follows (in thousands):


2023	$	57
2024		46
2025		12
Total lease payments		115
Less: imputed interest		(5)
Total lease liabilities	$	110

The following table provides information on the lease terms and discount rates for the two operating leases as of December 31, 2022:


Weighted average remaining lease term (in years)	2.13
Weighted average discount rate	4.5	%

FAIR VALUE MEASUREMENTS	12 Months Ended
Dec. 31, 2022
Fair Value Measurements
Fair Value Measurements	7.FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value of an asset or liability considers assumptions that market participants would use in pricing the asset or liability, including consideration of non-performance risk. The inputs used to determine fair values are categorized in one of the following three levels of the fair value hierarchy: Level 1 – Quoted market prices in active markets for identical assets or liabilities. Level 2 – Inputs, other than quoted prices in active markets, that are observable, either directly or indirectly. Level 3 – Unobservable inputs that are not corroborated by market data. The Consolidated Financial Statements include financial instruments for which the fair market value of such instruments may differ from amounts reflected on a historical cost basis. Financial instruments of the Company consist of cash equivalents, which were comprised of deposits of excess cash in an unrestricted money market savings account and a certificate of deposit as of December 31, 2022. The Company did not have any cash equivalents as of December 31, 2021. The carrying value of cash equivalents generally approximates fair value due to their short-term nature. The Company’s derivative liability as of December 31, 2022 is comprised of warrants issued in connection with the registered public offering completed in August 2022 discussed in Note 8. The derivative liability is classified as Level 3 within the fair value hierarchy and is required to be recorded at fair value on a recurring basis. See Note 8 for further information on the fair value of the derivative liability.

FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2022

Fair Value Measurements

Fair Value Measurements

7.FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value of an asset or liability considers assumptions that market participants would use in pricing the asset or liability, including consideration of non-performance risk. The inputs used to determine fair values are categorized in one of the following three levels of the fair value hierarchy:

Level 1 – Quoted market prices in active markets for identical assets or liabilities.

Level 2 – Inputs, other than quoted prices in active markets, that are observable, either directly or indirectly.

Level 3 – Unobservable inputs that are not corroborated by market data.

The Consolidated Financial Statements include financial instruments for which the fair market value of such instruments may differ from amounts reflected on a historical cost basis. Financial instruments of the Company consist of cash equivalents, which were comprised of deposits of excess cash in an unrestricted money market savings account and a certificate of deposit as of December 31, 2022. The Company did not have any cash equivalents as of December 31, 2021. The carrying value of cash equivalents generally approximates fair value due to their short-term nature.

The Company’s derivative liability as of December 31, 2022 is comprised of warrants issued in connection with the registered public offering completed in August 2022 discussed in Note 8. The derivative liability is classified as Level 3 within the fair value hierarchy and is required to be recorded at fair value on a recurring basis. See Note 8 for further information on the fair value of the derivative liability.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

DEFINED CONTRIBUTION PLAN (Details) - USD ($) $ in Thousands		12 Months Ended
	Jan. 01, 2022	Dec. 31, 2022
DEFINED CONTRIBUTION PLAN
Percentage of first annual eligible compensation that employer matched	3.00%
Percentage of next annual eligible compensation that employer matched		2.00%
Percent of match		50.00%
Percentage of vesting		100.00%
Defined contribution plan expense		$ 143

STOCK-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2022

STOCK-BASED COMPENSATION

Estimation Using Black-Scholes Option Pricing Model With Following Weighted Average Assumptions


	Years Ended December 31,
	2022			2021
Risk-free interest rate		2.95	%		1.18	%
Expected volatility		74.91	%		78.03
Expected term (years)		5.70			6.99
Expected dividend yield		0.00	%		0.00	%
Fair value, per share	$	1.02		$	10.53

Summary of Company's Stock Option Activity


				Weighted Average	Aggregate
		Weighted		Remaining	Intrinsic
		Average		Contractual	Value
	Shares	Exercise Price		Term (in years)	(in thousands)
Outstanding as of December 31, 2021	669,117	$	37.36	9.03
Granted	645,170		2.81
Exercised	—		—
Forfeited	(124,398)		87.48
Outstanding as of December 31, 2022	1,189,889		13.39	8.89	$	5
Exercisable as of December 31, 2022	598,841		20.58	8.56	$	—

Summary of Company's Restricted Stock Award Activity


		Weighted Average
		Grant Date
	Shares	Fair Value
Nonvested as of December 31, 2021	2,359	$	15.76
Granted	24,196		1.40
Vested	(18,491)		3.23
Forfeited	—		—
Nonvested as of December 31, 2022	8,064		1.40

Summary of Stock-Based Compensation Expense is Classified in Condensed Consolidated Statements of Operations and Comprehensive Loss

Total stock-based compensation expense was as follows (in thousands):


	Years Ended
	December 31,
	2022		2021
Cost of sales	$	15	$	7
Selling, general and administrative		2,015		3,552
Research and development		224		693
Total stock-based compensation expense	$	2,254	$	4,252

STOCK-BASED COMPENSATION - Summary of Company's Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
STOCK-BASED COMPENSATION
Number of Stock Options, Beginning balance outstanding	669,117
Number of stock options granted	645,170
Number of Stock Options Forfeited/Cancelled	(124,398)
Number of Stock Options, Ending balance outstanding	1,189,889	669,117
Number of Stock Options, Exercisable	598,841
Weighted Average Remaining Contractual Life	8 years 10 months 20 days	9 years 10 days
Weighted Average Remaining Contractual Life, Exercisable	8 years 6 months 21 days
Weighted Average Exercise Price, Beginning balance outstanding	$ 37.36
Exercise price of options granted	2.81
Weighted Average Exercise Price, Forfeited/Cancelled	87.48
Weighted Average Exercise Price, Ending balance outstanding	13.39	$ 37.36
Weighted Average Exercise Price, Exercisable	$ 20.58
Aggregate Intrinsic Value, Ending balance outstanding	$ 5

SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
SIGNIFICANT ACCOUNTING POLICIES (Policies)	Dec. 31, 2022
SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements reflect the operations of Helius Medical Technologies, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Reclassifications	Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation.
Use of Estimates	Use of Estimates The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and disclosure of contingent assets and liabilities. Significant estimates include the assumptions used in the valuation of the fair value-pricing model for stock-based compensation, liability classified warrants and deferred income tax asset valuation allowance. Financial statements include estimates, which, by their nature, are uncertain. Actual results could differ from those estimates.
Global Economic Conditions	Global Economic Conditions Generally, worldwide economic conditions remain uncertain, particularly due to the effects of the COVID-19 pandemic and increased inflation. The general economic and capital market conditions both in the United States and worldwide, have been volatile in the past and at times have adversely affected the Company’s access to capital and increased the cost of capital. The capital and credit markets may not be available to support future capital raising activity on favorable terms. If economic conditions decline, the Company’s future cost of equity or debt capital and access to the capital markets could be adversely affected. The COVID-19 pandemic that began in late 2019 introduced significant volatility to the global economy, disrupted supply chains and had a widespread adverse effect on the financial markets. Additionally, the Company’s operating results could be materially impacted by changes in the overall macroeconomic environment and other economic factors. Changes in economic conditions, supply chain constraints, logistics challenges, labor shortages, the conflict in Ukraine, and steps taken by governments and central banks, particularly in response to the COVID-19 pandemic as well as other stimulus and spending programs, have led to higher inflation, which has led to an increase in costs and has caused changes in fiscal and monetary policy, including increased interest rates. Although the Company may take measures to mitigate these impacts, if these measures are not effective, the Company’s business, financial condition, results of operations, and liquidity could be materially adversely affected.
Foreign Currency Translation	Foreign Currency Translation The local currency, or CAD$, is the functional currency of the Company’s foreign operating subsidiary, Helius Medical Technologies (Canada), Inc. All assets and liabilities are translated into United States dollars at the rate of exchange in effect at the balance sheet date. Income and expense items are translated at the weighted-average exchange rate prevailing during the period. The effects of foreign currency translation adjustments are deferred and reported in stockholders' equity as a component of “Accumulated Other Comprehensive Loss.” The effects of foreign currency transactions denominated in a currency other than an entity's functional currency are included in “Foreign Exchange (Loss) Gain” in the Consolidated Statements of Operations and Comprehensive Loss.
Revenue Recognition	Revenue Recognition Revenue is recognized when control of the promised goods is transferred to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those products. The Company generates nearly all of its revenue from product sales directly to patients in the United States and to clinics in Canada. Revenue from product sales is recognized at a point in time when the performance obligation is satisfied upon delivery of the product. Taxes that the Company collects concurrent with revenue-producing activities are excluded from revenue. The Company requires customers in the United States to prepay the full product selling price, net of cash discount, prior to shipment. The Company records a contract liability for any customer prepayment received for which delivery had not yet occurred as of the end of the period.
Concentrations of Credit Risk	Concentration of Credit Risk The Company deposits its cash and cash equivalents in demand commercial checking and money market savings or certificates of deposit at high-quality credit institutions. At times, such deposits may be in excess of federally insured limits. The Company has not experienced any losses.
Cash Equivalents	Cash Equivalents The Company considers highly liquid investments with original maturities of three months or less to be cash equivalents. Cash equivalents are valued at cost, which approximates fair value.
Accounts Receivable	Accounts Receivable Accounts receivable arise from product sales in Canada and generally require payment within 30 days. The Company provides reserves against accounts receivable for estimated losses that may result from a customer’s inability to pay based on a combination of factors, such as the aging of accounts receivable, the customer’s financial strength and payment history. Amounts determined to be uncollectible are charged or written off against the reserve.
Inventory	Inventory Inventories are stated at the lower of cost (average cost method) or net realizable value. The Company establishes inventory reserves for obsolescence based upon specific identification of expired or unusable units with a corresponding provision included in cost of revenue. The Company calculates provisions for excess inventory based on inventory on hand compared to anticipated sales or usage. Management uses its judgment to forecast sales or usage and to determine what constitutes a reasonable period. There can be no assurance that the amount ultimately realized for inventories will not be materially different than that assumed in the calculation of the reserves.
Property and Equipment	Property and Equipment Property and equipment are recorded at cost. Depreciation is calculated for financial reporting purposes on the straight-line method over the estimated useful lives of the related assets, which are seven years for furniture and fixtures, 15 years for equipment and three to five years for computer software and hardware. Depreciation expense is recorded in selling, general and administrative expenses. Expenditures for repairs and maintenance, which do not improve or extend the expected useful life of the assets, are expensed as incurred.
Long-Lived Assets	Long-Lived Assets Management reviews the carrying amounts of definite-lived intangible assets and long-lived tangible assets whenever events or circumstances indicate that the carrying amounts of an asset may not be recoverable. For purposes of assessing recoverability, definite-lived intangible assets and long-lived tangible assets are each deemed to be one asset group. The carrying amount of the asset group is compared to the estimated undiscounted future cash flows associated with it. If the sum of the expected future net cash flows is less than the carrying value of the asset group being evaluated, an impairment loss is calculated as the amount by which the carrying value of the asset group exceeds its estimated fair value.
Leases	Leases The Company has operating leases for its corporate offices. The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid lease payments. The Company's incremental borrowing rate is determined based on the estimated rate of interest for collateralized borrowing over a similar term as the associated lease. The Company’s lease arrangements do not have any lease and non-lease components.
Stock-Based Compensation	Stock-Based Compensation The Company measures and recognizes compensation expense for all stock-based awards based on estimated fair values. Stock-based awards consist of stock options and restricted stock units. Stock-based compensation expense is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period (vesting period) on a straight-line basis. Forfeitures are not estimated, but instead stock-based compensation expense is adjusted upon an actual forfeiture of a stock option. Upon exercise of stock options or vesting of restricted stock units, the Company issues common stock.
Income Taxes	Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance for deferred income tax assets is recorded when it is more likely than not that some portion or all of the deferred income tax assets will not be realized.
Research and Development Expenses	Research and Development Expenses Research and development costs are charged to expense when incurred.
Segment Information	Segment Information Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. Our CODM is the Chief Executive Officer. The Company operates and manages its business within one operating and reportable segment related to the sale of PoNS Devices in the United States and Canada.
Derivatives	Derivatives The Company does not engage in hedging activities. The Company evaluates its financial instruments and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for. The result of this accounting treatment is that the fair value of the derivative is re-measured at each balance sheet date and recorded as a liability or asset and the change in fair value is recorded in the Consolidated Statements of Operations and Comprehensive Loss. Refer to Note 8 for details about the derivative liability recorded during the year ended December 31, 2022.
Basic and Diluted Net Loss per Share	Basic and Diluted Loss per Share Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per share is based on the weighted-average common shares outstanding during the period plus dilutive potential common shares calculated using the treasury stock method. Such potentially dilutive shares are excluded when the effect would be to reduce a net loss per share.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which amended the guidance on the measurement of credit losses on financial instruments. The guidance was effective for Smaller Reporting Companies for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption of this guidance on January 1, 2023 did not have a material impact on the Company's Consolidated Financial Statements.

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (14,072)	$ (18,132)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative liability	(3,027)
Stock-based compensation expense	2,254	4,252
Common stock issued for services	34	20
Foreign exchange loss (gain)	746	(25)
Depreciation expense	74	112
Amortization expense	181	200
Goodwill impairment	757
Provision (reversal) for doubtful accounts		(22)
Provision for (reversal of) inventory reserve	(2)
Non-cash operating lease expense	51	62
Loss from disposal of property and equipment		18
Changes in operating assets and liabilities:
Accounts receivable	(9)	30
Other receivables	(94)	(29)
Inventory, net	(111)	(87)
Prepaid expense and other current assets	(354)	(127)
Operating lease liability	(44)	(63)
Accounts payable	(418)	369
Accrued and other current liabilities	(152)	194
Deferred revenue	(124)	(160)
Net cash used in operating activities	(14,310)	(13,388)
Cash flows from investing activities:
Purchase of property and equipment	(17)	(54)
Proceeds from sale of property and equipment	6
Internally developed software		(2)
Net cash used in investing activities	(11)	(56)
Cash flows from financing activities:
Proceeds from issuances of common stock and warrants	18,644	22,695
Share issuance costs	(775)	(2,889)
Proceeds from exercise of warrants and stock options		1,320
Net cash provided by financing activities	17,869	21,126
Effect of currency exchange rate changes on cash, cash equivalents, and restricted cash	(4)	(8)
Net increase in cash and cash equivalents	3,544	7,674
Cash and cash equivalents at beginning of period	11,005	3,331
Cash and cash equivalents at end of period	14,549	11,005
Supplemental cash flow information
Cash paid for interest (share issuance costs allocated to derivative liability)	927
Non-cash investing and financing transactions:
Right-of-use assets obtained in exchange for new lease liabilities	$ 151
Non-cash share issuance costs		476
Share issuance costs included in accounts payable		$ 17

LEASES (Tables)

12 Months Ended

Dec. 31, 2022

LEASES

Schedule of lease information

Maturities of operating lease liabilities at December 31, 2022 were as follows (in thousands):


2023	$	57
2024		46
2025		12
Total lease payments		115
Less: imputed interest		(5)
Total lease liabilities	$	110

The following table provides information on the lease terms and discount rates for the two operating leases as of December 31, 2022:


Weighted average remaining lease term (in years)	2.13
Weighted average discount rate	4.5	%

STOCK-BASED COMPENSATION - Fair Value Assumptions (Details) - Stock Options - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Stock-Based Compensation
Risk-free interest rate	2.95%	1.18%
Expected volatility	74.91%	78.03%
Expected term	5 years 8 months 12 days	6 years 11 months 26 days
Expected dividend yield	0.00%	0.00%
Fair value per share	$ 1.02	$ 10.53

SUPPLEMENTAL BALANCE SHEET DISCLOSURES - Accounts receivable, net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Accounts receivable, net
Allowance for doubtful accounts		$ 355
Maximum
Accounts receivable, net
Allowance for doubtful accounts	$ 1
Past due
Accounts receivable, net
Account receivable uncollectible and charged off against the allowance for doubtful accounts	$ 334

SUPPLEMENTAL BALANCE SHEET DISCLOSURES - Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Accrued and other current liabilities
Insurance payable	$ 592
Employees benefits	509	$ 712
Professional services	119	197
Franchise tax		193
Severance		258
Other	60	73
Total accrued and other current liabilities	$ 1,280	$ 1,433

LEASES (Details) $ in Thousands	12 Months Ended
LEASES (Details) $ in Thousands	Dec. 31, 2022 USD ($) lease	Dec. 31, 2021 USD ($)
LEASES
Number of operating leases \| lease	2
Lessee option extend lease	false
Operating Lease, cost	$ 56	$ 63
Maturity of Lease Liabilities
2023	57
2024	46
2025	12
Total lease payments	115
Less: imputed interest	(5)
Total lease liabilities	$ 110
Other disclosures
Weighted average remaining lease term	2 years 1 month 17 days
Weighted average discount rate	4.50%

DEFINED CONTRIBUTION PLAN

12 Months Ended

Dec. 31, 2022

DEFINED CONTRIBUTION PLAN

DEFINED CONTRIBUTION PLAN

12.DEFINED CONTRIBUTION PLAN

The Company’s employees in the United States are eligible to participate in the Helius Medical Inc. Savings Plan, as amended, a safe harbor 401(k) plan (“401(k) Plan”). The 401(k) Plan allows eligible employees to make contributions through payroll deductions up to IRS limits. Effective January 1, 2022, the Company matches the first 3% of the participant's annual eligible compensation contributed to the plan on a dollar-for-dollar basis. The Company matches the next 2% of the participant's annual eligible compensation to the plan on a 50% basis. Pursuant to the 401(k) safe harbor provisions, the Company’s matching contributions are 100% vested. For the year ended December 31, 2022, the Company’s defined contribution plan expense was $143 thousand.

SUPPLEMENTAL BALANCE SHEET DISCLOSURES

12 Months Ended

Dec. 31, 2022

Supplemental Balance Sheet Disclosures

SUPPLEMENTAL BALANCE SHEET DISCLOSURES

4.SUPPLEMENTAL BALANCE SHEET DISCLOSURES

Components of selected captions in the Consolidated Balance Sheets are as follows:

Accounts receivable, net

Accounts receivable are net of allowance for doubtful accounts of less than $1 thousand and $355 thousand as of December 31, 2022 and 2021, respectively. During the year ended December 31, 2022, $334 thousand of past due accounts receivable from a customer that had been fully reserved prior to 2021 were determined by the Company to be uncollectible and were charged off against the allowance for doubtful accounts.

Inventory, net (in thousands)


	December 31,
	2022		2021
Raw materials	$	344	$	171
Work-in-process		284		528
Finished goods		39		32
Inventory, gross		667		731
Inventory reserve		(78)		(255)
Inventory, net	$	589	$	476

During the year ended December 31, 2022, existing reserves of $175 thousand were charged against work-in-process inventory.

Prepaid expenses and other current assets (in thousands)


	December 31,
	2022		2021
Prepaid expenses	$	817	$	236
Inventory related		399		626
Total prepaid expenses and other current assets	$	1,216	$	862

Property and equipment, net (in thousands)


	December 31,
	2022		2021
Furniture and fixtures	$	59	$	65
Equipment		373		373
Computer software and hardware		229		212
Property and equipment		661		650
Accumulated depreciation		(314)		(241)
Property and equipment, net	$	347	$	409

Accrued and other current liabilities (in thousands)


	December 31,
	2022		2021
Insurance payable	$	592	$	—
Employees benefits		509		712
Professional services		119		197
Franchise tax		—		193
Severance		—		258
Other		60		73
Total accrued and other current liabilities	$	1,280	$	1,433

Deferred revenue

Collaborative Arrangement

In October 2019, the Company received an up-front payment of CAD$360 thousand in connection with a Clinical Research and Co-Promotion Agreement with Health Tech Connex Inc. (“HTC”) (the “Co-Promotion Agreement”). Under the Co-Promotion Agreement, subject to certain terms and conditions, the Company granted to HTC the exclusive right to provide the PoNS Therapy in the Fraser Valley and Vancouver metro regions of British Columbia, where HTC has operated a PoNS authorized clinic since February 2019. This exclusivity right had an initial term of ten years. License revenue was recognized ratably over the ten-year term through the first three months of 2022, at which time the Company and HTC commenced negotiations to enter into a new exclusive distribution agreement.

On March 3, 2023, the Company entered into an Exclusive Distribution Agreement (“Exclusivity Agreement”) with HTC, whereby, subject to certain terms and conditions, the Company granted to HTC the exclusive right to provide the PoNS Therapy in the Fraser Valley and Vancouver metro regions of British Columbia. HTC is to purchase the PoNS devices for use in these regions exclusively from the Company and on terms no less favorable than the then-current standard terms and conditions, This exclusivity right was granted for a value of CAD$273 thousand which is represented by the unamortized payment that we received from HTC under the Co-Promotion Agreement and has an initial term of five years, renewable by HTC for one additional five-year term upon sixty days’ written notice to us.

Deferred revenue as of both December 31, 2022 and 2021 included approximately $200 thousand of license fees not yet recognized under the Co-Promotion Agreement. License fee revenue recognized is included in other revenue in the Consolidated Statements of Operations and Comprehensive loss.

Noncash Consideration in Acquisition

Deferred revenue for the remaining noncash consideration to be transferred in connection with the Company’s acquisition of Heuro Canada, Inc. (“Heuro”) in October 2019 was approximately $100 thousand as of December 31, 2021. During the year ended December 31, 2022, the remaining 16 PoNS devices were transferred and the remaining $100 thousand of deferred revenue was recognized in Product Sales in the Consolidated Statements of Operations and Comprehensive Loss. During the year ended December 31, 2021, there were 18 PoNS devices transferred which resulted in the recognition of $100 thousand of deferred revenue in Product Sales in the Consolidated Statements of Operations and Comprehensive Loss.

INCOME TAXES

12 Months Ended

Dec. 31, 2022

INCOME TAXES

Income Taxes

11.INCOME TAXES

The Company's loss before provision for income taxes was generated from operations in the United States and outside of the United States as follows (in thousands):


	Years Ended December 31,
	2022		2021
U.S.	$	12,417	$	16,589
Non-U.S.		1,655		1,543
	$	14,072	$	18,132

A reconciliation of the United States federal statutory income tax rate to the Company's effective income tax rate is as follows (in thousands):


	Years Ended December 31,
	2022		2021
Income tax benefit at United States federal statutory rate	$	(2,955)	$	(3,808)
Derivative liability		(636)		—
Share based payments		500		810
Goodwill impairment		198		—
Tax credits		(157)		(103)
Foreign income taxed at foreign rate		(91)		(85)
Other permanent difference		59		4
Other		164		(4)
Increase in valuation allowance		2,918		3,186
Income tax expense	$	—	$	—

The components of deferred tax assets and liabilities are as follows (in thousands):


	As of December 31,
	2022		2021
Deferred tax assets
Net operating loss carryforwards	$	29,130	$	27,514
Stock-based compensation		1,696		1,715
Research and development		1,642		930
Tax credit carryforwards		1,114		987
Compensation and benefits		108		177
Unrealized foreign currency losses		102		—
Deferred revenue		53		90
Lease liability		25		1
Inventory reserve		18		58
Total deferred tax assets		33,888		31,472
Deferred tax liabilities
Property and equipment		(57)		(68)
Intangible assets		(37)		(83)
Right-of-use asset		(23)		(1)
Unrealized foreign currency gains		—		(98)
Total deferred tax liabilities		(117)		(250)
Valuation allowance		(33,771)		(31,222)
Net deferred tax assets	$	—	$	—

Net operating loss carryforwards and the related carryforward expiration periods as of December 31, 2022 are summarized as follows (in thousands):


		Carryforward
		Amount	Expiration
United States federal net operating losses	$	39,500	2033-2037
United States federal net operating losses		68,000	Indefinite
United States state net operating losses		68,500	2034-2042
United States state net operating losses		500	Indefinite
Canada federal net operating losses		6,500	2034-2042

The gross tax credit carryforwards and the related carryforward expiration periods as of December 31, 2022 are summarized as follows (in thousands):


		Carryforward
		Amount	Expiration
United States federal research expenditure tax credits	$	655	2035-2042
Canada federal research expenditure tax credits		459	2034-2037

Under the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), the net operating loss carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Net operating loss carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50 percent, as defined under Section 382 of the Code, as well as similar state provisions. This could substantially limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. Although a formal Section 382 analysis has not yet been completed, the Company believes it is possible ownership changes have occurred. The annual limitation may result in the expiration of United States net operating losses and credits before utilization; however, due to the valuation allowance against deferred tax assets as of December 31, 2022, the net effect of any limitation will have no impact on results of operations.

The accounting guidance related to uncertain tax positions prescribes a recognition threshold and measurement attribute for recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As of both December 31, 2022 and 2021, the Company does not have an accrual relating to uncertain tax positions. It is not anticipated that unrecognized tax benefits would significantly increase or decrease within 12 months of the reporting date.

The Company files income tax returns in the United States and Canada. The Company’s tax returns are subject to tax examinations by United States federal and state tax authorities, or examinations by foreign tax authorities until the expiration of the respective statutes of limitation. The Company currently has no tax years under examination.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

SUPPLEMENTAL BALANCE SHEET DISCLOSURES - Inventory (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Inventory
Raw materials	$ 344	$ 171
Work-in-process	284	528
Finished goods	39	32
Inventory	667	731
Inventory reserve	(78)	(255)
Total inventory, net of reserve	589	$ 476
Inventory reserves charged against work-in-process inventory	$ 175

SUPPLEMENTAL BALANCE SHEET DISCLOSURES - Property and equipment, net (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property and equipment, net
Property and equipment	$ 661	$ 650
Less accumulated depreciation	(314)	(241)
Property and equipment, net	347	409
Furniture and Fixtures
Property and equipment, net
Property and equipment	59	65
Equipment
Property and equipment, net
Property and equipment	373	373
Computer Software and Hardware
Property and equipment, net
Property and equipment	$ 229	$ 212

DESCRIPTION OF BUSINESS (Details) - USD ($) $ in Thousands	12 Months Ended
DESCRIPTION OF BUSINESS (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
DESCRIPTION OF BUSINESS
Cash and cash equivalents	$ 14,549	$ 11,005
Loss from operations	(15,516)	(18,142)
Accumulated deficit	151,107	137,035
Product sales, net	$ 778	$ 493

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

INCOME TAXES - Components of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets
Operating losses carried forward	$ 29,130	$ 27,514
Tax credits	1,114	987
Stock compensation	1,696	1,715
Research and development	1,642	930
Compensation and benefits	108	177
Unrealized foreign currency losses	102
Deferred revenue	53	90
Lease liability	25	1
Inventory reserve	18	58
Total deferred tax assets	33,888	31,472
Deferred tax liabilities
Property and equipment	(57)	(68)
Intangible assets	(37)	(83)
Right-of-use asset	(23)	(1)
Unrealized foreign currency gains		(98)
Total deferred tax liabilities	(117)	(250)
Valuation allowance	$ (33,771)	$ (31,222)

INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2022

INTANGIBLE ASSETS

INTANGIBLE ASSETS

6.INTANGIBLE ASSETS

Intangible assets consist of the following (in thousands):


			December 31,
			2022						2021
							Net						Net
	Useful Life				Accumulated		Carrying				Accumulated		Carrying
	(in years)		Cost		Amortization		Value		Cost		Amortization		Value
Acquired proprietary software		5.00	$	142	$	(90)	$	52	$	151	$	(66)	$	85
Reacquired rights		3.87		475		(388)		87		505		(283)		222
Internally developed software		3.00		84		(83)		1		84		(58)		26
Total intangible assets			$	701	$	(561)	$	140	$	740	$	(407)	$	333

The acquired proprietary software and reacquired rights intangible assets were recorded in connection with the Company’s acquisition of Heuro.

Estimated amortization expense for each of the years ending December 31 is as follows (in thousands):


2023	$	116
2024		24
	$	140

DESCRIPTION OF BUSINESS

12 Months Ended

Dec. 31, 2022

DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS

Helius Medical Technologies, Inc.

Notes to the Consolidated Financial Statements

1.DESCRIPTION OF BUSINESS

Helius Medical Technologies, Inc. (together with its wholly owned subsidiaries the “Company”) conducts operations in the United States and Canada. The Company’s product, known as the Portable Neuromodulation Stimulator (“PoNS®”) has been commercially available in Canada since March 2019. The Company began accepting prescriptions for its PoNS product in the United States in the first quarter of 2022, and the first commercial sales began in April 2022. PoNS is authorized for sale as a Class IIa medical device in Australia. The Company is working to establish a distribution partner for Australia but has not yet had any commercial sales of PoNS in Australia.

Going Concern Uncertainty

As of December 31, 2022, the Company had cash and cash equivalents of $14.5 million. For the year ended December 31, 2022, the Company had an operating loss of $15.5 million, and as of December 31, 2022, its accumulated deficit was $151.1 million. For the year ended December 31, 2022, the Company had $0.8 million of net revenue from the commercial sale of products. The Company expects to continue to incur operating losses and net cash outflows until such time as it generates a level of revenue to support its cost structure. There is no assurance that the Company will achieve profitable operations, and, if achieved, whether it will be sustained on a continued basis. These factors indicate substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are filed. The Company’s consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and satisfaction of liabilities in the ordinary course of business; no adjustments have been made relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company not continue as a going concern.

The Company intends to fund ongoing activities by utilizing its current cash and cash equivalents on hand, cash received from the sale of its PoNS device in the U.S. and Canada and by raising additional capital through equity or debt financings. There can be no assurance that the Company will be successful in raising additional capital or that such capital, if available, will be on terms that are acceptable to the Company. If the Company is unable to raise sufficient additional capital, the Company may be compelled to reduce the scope of its operations.

SUPPLEMENTAL BALANCE SHEET DISCLOSURES - Deferred Revenue (Details) $ in Thousands, $ in Thousands		1 Months Ended	3 Months Ended	12 Months Ended
	Mar. 03, 2023 USD ($) item	Oct. 31, 2019 CAD ($)	Mar. 31, 2022	Dec. 31, 2022 USD ($) item	Dec. 31, 2021 USD ($) item
Deferred Revenue
Amount of deferred revenue related to the fair value of the remaining poNS devices to be transferred that had been included as consideration in the Company's acquisition of Heuro				$ 100	$ 100
Amount of deferred revenue recognized related to Product Sales				$ 100	$ 100
Number Of Devices Resulted In Recognition Of Revenue \| item				16	18
HTC \| Co-Promotion Agreement
Deferred Revenue
Up-front payment received		$ 360
Amount of license fees not yet recognized under the Co-Promotion Agreement, included in deferred revenue				$ 200	$ 200
License revenue agreement term			10 years
Initial term of exclusivity rights		10 years
HTC \| Exclusivity Agreement
Deferred Revenue
Value of exclusivity right granted	$ 273
Initial term of exclusivity rights	5 years
Number of additional terms \| item	1
Additional term	5 years
Period for written notice for renewal	60 days

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Consolidated Balance Sheets
Preferred stock, Par Value	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par Value	$ 0.001	$ 0.001
Common Stock, Shares Authorized	150,000,000	150,000,000
Common Stock, Shares, Issued	28,207,330	3,780,674
Common Stock, Shares, Outstanding	28,207,330	3,780,674

SUPPLEMENTAL BALANCE SHEET DISCLOSURES (Tables)

12 Months Ended

Dec. 31, 2022

Supplemental Balance Sheet Disclosures

Schedule of Inventories

Inventory, net (in thousands)


	December 31,
	2022		2021
Raw materials	$	344	$	171
Work-in-process		284		528
Finished goods		39		32
Inventory, gross		667		731
Inventory reserve		(78)		(255)
Inventory, net	$	589	$	476

Schedule of prepaid expenses and other current assets


	December 31,
	2022		2021
Prepaid expenses	$	817	$	236
Inventory related		399		626
Total prepaid expenses and other current assets	$	1,216	$	862

Summary of Property and Equipment


	December 31,
	2022		2021
Furniture and fixtures	$	59	$	65
Equipment		373		373
Computer software and hardware		229		212
Property and equipment		661		650
Accumulated depreciation		(314)		(241)
Property and equipment, net	$	347	$	409

Schedule of accrued and other current liabilities


	December 31,
	2022		2021
Insurance payable	$	592	$	—
Employees benefits		509		712
Professional services		119		197
Franchise tax		—		193
Severance		—		258
Other		60		73
Total accrued and other current liabilities	$	1,280	$	1,433

COMMON STOCK AND WARRANTS - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands				3 Months Ended	12 Months Ended
	Aug. 09, 2022	Nov. 12, 2021	Feb. 01, 2021	Sep. 30, 2021	Dec. 31, 2022	Dec. 31, 2021
Stockholders' Equity
Fair value of derivative liability					$ 6,917
Value of issuance allocated to equity					8,056	$ 19,480
Issuance cost allocated to equity					758	$ 2,744
Issuance cost allocated to derivative liability					$ 927
Equity-classified Warrants
Stockholders' Equity
Number of shares available via warrants					593,924
Exercise price (in dollars per share)					$ 16.32
LPC Purchase Agreement
Stockholders' Equity
Price per share					$ 1.65	$ 14.42
Common stock issued under purchase agreement (in shares)					391,363	40,000
Common Stock
Stockholders' Equity
Common stock issued under purchase agreement (in shares)					391,363	40,000
Issuance of common stock in public offering (in shares)					24,000,000	2,129,967
Number of shares issued for commitment fee					8,791	1,929
Value of issuance allocated to equity					$ 24	$ 3
Common Stock \| LPC Purchase Agreement \| Lincoln Park
Stockholders' Equity
Number of shares issued for commitment fee				31,958
Fair value of commitment fee				$ 500
Additional Paid-In Capital
Stockholders' Equity
Value of issuance allocated to equity					8,032	19,477
Issuance cost allocated to equity					758	$ 2,744
August 2022 offering.
Stockholders' Equity
Issuance of common stock in public offering (in shares)	24,000,000
Combined offering price (in dollars per share)	$ 0.75
Offering price per pre-funded warrant and accompanying Public Warrants (in dollars per share)	$ 0.749
Fair value of derivative liability	$ 9,900				$ 6,900
Value of issuance allocated to equity	8,100
Issuance cost allocated to derivative liability	$ 900
August 2022 offering. \| Public Warrants
Stockholders' Equity
Number of shares available via warrants	36,000,000
August 2022 offering. \| Pre-Funded Warrants
Stockholders' Equity
Exercise price (in dollars per share)	$ 0.001
Issuance of common stock in public offering (in shares)	5,440,000
August 2022 offering. \| Additional Paid-In Capital
Stockholders' Equity
Issuance cost allocated to equity	$ 800
Over-Allotment Option
Stockholders' Equity
Price per share			$ 18.525
Over-Allotment Option \| Common Stock
Stockholders' Equity
Issuance of common stock in public offering (in shares)			29,797
February 2021 Offering
Stockholders' Equity
Number of shares available via warrants			372,468
Price per share			$ 14.82
Net proceeds from issuance of common stock			$ 9,600
Fair value of warrants at issuance			$ 2,600
Number of warrant to purchase of each stock			0.50
Exercise price (in dollars per share)			$ 16.302
Warrants expiration period			5 years
February 2021 Offering \| Common Stock
Stockholders' Equity
Issuance of common stock in public offering (in shares)			744,936
November 2021 Offering
Stockholders' Equity
Price per share		$ 8.00
Net proceeds from issuance of common stock		$ 9,900
November 2021 Offering \| Common Stock
Stockholders' Equity
Issuance of common stock in public offering (in shares)		1,385,031
Public Offering
Stockholders' Equity
Gross proceeds from stock and warrants	18,000
Issuance cost for shares and warrants, allocated between equity and derivative	$ 1,700
Public Offering \| Public Warrants
Stockholders' Equity
Exercise price (in dollars per share)					$ 0.75
Warrants expiration period					5 years
Class A Common Stock \| August 2022 offering.
Stockholders' Equity
Issuance of common stock in public offering (in shares)	18,560,000

GOODWILL IMPAIRMENT

12 Months Ended

Dec. 31, 2022

GOODWILL IMPAIRMENT

GOODWILL IMPAIRMENT

3.GOODWILL IMPAIRMENT

In September 2022, the Company recorded an impairment charge of $757 thousand for the full write-down of the goodwill recorded in connection with its acquisition of Heuro Canada, Inc. (“Heuro”). The significant decline in the price of the Company’s Class A common stock (“common stock”) following the Company’s registered public offering in August 2022 was considered a triggering event for testing whether goodwill was impaired. The Company elected to perform a quantitative impairment test as of September 30, 2022 for its one identified reporting unit, and determined that the carrying value exceeded the estimated fair value based on the closing price of the Company’s common stock on the Nasdaq Capital Market.

BASIC AND DILUTED LOSS PER SHARE - Antidilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	1,189,889	669,117
Restricted Stock Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	8,064	2,359
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	36,593,924	593,924

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Mar. 06, 2023	Jun. 30, 2022
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Amendment Flag	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Trading Symbol	HSDT
Entity Registrant Name	HELIUS MEDICAL TECHNOLOGIES, INC.
Entity Central Index Key	0001610853
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding			28,211,362
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity File Number	001-38445
Entity Tax Identification Number	36-4787690
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	642 Newtown Yardley Road, Suite 100
Entity Address, City or Town	Newtown
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	18940
City Area Code	215
Local Phone Number	944-6100
Title of 12(b) Security	Class A Common Stock, $0.001 par value per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
ICFR Auditor Attestation Flag	false
Entity Public Float				$ 4,729,003
Auditor Firm ID	23	243
Auditor Name	Baker Tilly US, LLP	BDO USA, LLP
Auditor Location	Minneapolis, Minnesota	Philadelphia, Pennsylvania
Documents Incorporated by Reference	Portions of the registrant’s Definitive Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the registrant’s 2023 Annual Meeting of Stockholders, to be filed subsequent to the date hereof, are incorporated by reference into Part III of this report. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission not later than 120 days after the conclusion of the registrant’s fiscal year ended December 31, 2022.

INCOME TAXES - Tax credit carryforward (Details) - Research expenditure $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Domestic Tax Authority [Member] \| 2035-2042
Income Taxes [Line Items]
Gross tax credit carryforward	$ 655
Domestic Tax Authority [Member] \| 2035-2042 \| Minimum
Income Taxes [Line Items]
Tax Credit Carryforward, Expiration Date	Dec. 31, 2035
Domestic Tax Authority [Member] \| 2035-2042 \| Maximum
Income Taxes [Line Items]
Tax Credit Carryforward, Expiration Date	Dec. 31, 2042
Foreign Tax Authority [Member] \| 2034-2037
Income Taxes [Line Items]
Gross tax credit carryforward	$ 459
Foreign Tax Authority [Member] \| 2034-2037 \| Minimum
Income Taxes [Line Items]
Tax Credit Carryforward, Expiration Date	Dec. 31, 2034
Foreign Tax Authority [Member] \| 2034-2037 \| Maximum
Income Taxes [Line Items]
Tax Credit Carryforward, Expiration Date	Dec. 31, 2037

Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Common Stock.	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss	Total
Beginning Balance at Dec. 31, 2020	$ 1	$ 123,872	$ (118,903)	$ (1,099)	$ 3,871
Beginning Balance, Shares at Dec. 31, 2020	1,484,362
Common stock issued under equity line of credit		577			577
Common stock issued under equity line of credit (in shares)	40,000
Issuance of common stock in public offering	$ 3	19,477			19,480
Issuance of common stock in public offering (in shares)	2,129,967
Issuance of warrants in public offering		2,638			2,638
Share issuance costs		(2,744)			(2,744)
Share issuance costs, Shares	31,958
Exercise of warrants		1,318			1,318
Exercise of warrants (in shares)	81,895
Exercise of stock options		2			2
Exercise of stock options (in shares)	214
Settlement of restricted stock units (in shares)	5,012
Common stock issued for services		20			20
Common stock issued for services (in shares)	1,929
Stock-based compensation		4,252			4,252
Stock-based compensation (in shares)	5,337
Other comprehensive income (loss)				(26)	(26)
Net loss			(18,132)		(18,132)
Ending Balance at Dec. 31, 2021	$ 4	149,412	(137,035)	(1,125)	11,256
Ending Balance (in shares) at Dec. 31, 2021	3,780,674
Common stock issued under equity line of credit		644			644
Common stock issued under equity line of credit (in shares)	391,363
Issuance of common stock in public offering	$ 24	8,032			8,056
Issuance of common stock in public offering (in shares)	24,000,000
Share issuance costs		(758)			(758)
Settlement of restricted stock units (in shares)	18,491
Common stock issued for services		34			34
Common stock issued for services (in shares)	8,791
Stock-based compensation		2,254			2,254
Stock-based compensation (in shares)	8,011
Other comprehensive income (loss)				737	737
Net loss			(14,072)		(14,072)
Ending Balance at Dec. 31, 2022	$ 28	$ 159,618	$ (151,107)	$ (388)	$ 8,151
Ending Balance (in shares) at Dec. 31, 2022	28,207,330

STOCK-BASED COMPENSATION - Additional Information- (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Jan. 01, 2023	Dec. 15, 2022	Dec. 14, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Trading history period (in years)		10 years
Allocated Share Based Compensation Expense		$ 2,254	$ 4,252
Chief Operating Officer [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Allocated Share Based Compensation Expense			$ 500
Employee And Director Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation cost related to non-vested stock options outstanding		$ 1,900
Weighted-average remaining vesting period		2 years 4 months 24 days
Performance-based stock options \| August 2022 offering.
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Allocated Share Based Compensation Expense		$ 1,200
Two Thousand Twenty One Inducement Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock shares authorized for issuance under plan					600,000	100,000
Common stock shares available for issuance		472,500
Two Thousand Twenty One Inducement Plan [Member] \| Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period	4 years
Two Thousand Twenty One Inducement Plan [Member] \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period		10 years
2022 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Maximum number of shares of common stock that may be issued on the exercise of ISOs under the plan		11,212,720
Expiration period		10 years
Potential increase in authorized shares as a percentage of shares outstanding		20.00%
Common stock shares authorized for issuance under plan		1,121,272		13,215,973
Common stock shares available for issuance				12,129,388
2022 Plan \| Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period		1 year
2022 Plan \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period		3 years

INTANGIBLE ASSETS (Tables)

12 Months Ended

Dec. 31, 2022

INTANGIBLE ASSETS

Summary of Intangible Assets

Intangible assets consist of the following (in thousands):


			December 31,
			2022						2021
							Net						Net
	Useful Life				Accumulated		Carrying				Accumulated		Carrying
	(in years)		Cost		Amortization		Value		Cost		Amortization		Value
Acquired proprietary software		5.00	$	142	$	(90)	$	52	$	151	$	(66)	$	85
Reacquired rights		3.87		475		(388)		87		505		(283)		222
Internally developed software		3.00		84		(83)		1		84		(58)		26
Total intangible assets			$	701	$	(561)	$	140	$	740	$	(407)	$	333

Summary of Anticipated Amortization Expense

Estimated amortization expense for each of the years ending December 31 is as follows (in thousands):


2023	$	116
2024		24
	$	140

INCOME TAXES - Net operating losses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Taxes [Line Items]
Accrual relating to uncertain tax positions	$ 0	$ 0
2033-2037 \| Domestic Tax Authority [Member]
Income Taxes [Line Items]
Operating Loss Carryforwards	$ 39,500
2033-2037 \| Domestic Tax Authority [Member] \| Minimum
Income Taxes [Line Items]
Operating Loss Carryforwards, Expiration Date	Dec. 31, 2033
2033-2037 \| Domestic Tax Authority [Member] \| Maximum
Income Taxes [Line Items]
Operating Loss Carryforwards, Expiration Date	Dec. 31, 2037
2034-2042 \| Foreign Tax Authority [Member]
Income Taxes [Line Items]
Operating Loss Carryforwards	$ 6,500
2034-2042 \| Foreign Tax Authority [Member] \| Minimum
Income Taxes [Line Items]
Operating Loss Carryforwards, Expiration Date	Dec. 31, 2034
2034-2042 \| Foreign Tax Authority [Member] \| Maximum
Income Taxes [Line Items]
Operating Loss Carryforwards, Expiration Date	Dec. 31, 2042
2034-2042 \| State and Local Jurisdiction [Member]
Income Taxes [Line Items]
Operating Loss Carryforwards	$ 68,500
2034-2042 \| State and Local Jurisdiction [Member] \| Minimum
Income Taxes [Line Items]
Operating Loss Carryforwards, Expiration Date	Dec. 31, 2034
2034-2042 \| State and Local Jurisdiction [Member] \| Maximum
Income Taxes [Line Items]
Operating Loss Carryforwards, Expiration Date	Dec. 31, 2042
Indefinite \| Domestic Tax Authority [Member]
Income Taxes [Line Items]
Operating Loss Carryforwards	$ 68,000
Indefinite \| State and Local Jurisdiction [Member]
Income Taxes [Line Items]
Operating Loss Carryforwards	$ 500

ENTERPRISE-WIDE DISCLOSURES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenue from Contracts with Customers
Product sales, net	$ 778	$ 493
Other revenue	9	29
Total revenue	$ 787	$ 522
Net product sales \| Customer \| Single customer
Revenue from Contracts with Customers
Concentration of risk (in percent)	35.00%	32.00%
Accounts receivable, net \| Customer \| Single customer
Revenue from Contracts with Customers
Concentration of risk (in percent)	89.00%	3.00%
Accounts receivable, net \| Customer \| Other customer
Revenue from Contracts with Customers
Concentration of risk (in percent)	0.00%	40.00%
U.S.
Revenue from Contracts with Customers
Product sales, net	$ 318
Canada
Revenue from Contracts with Customers
Product sales, net	$ 460	$ 493

COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - Advanced NeuroRehabilitation, LLC - License Agreement for Exclusive Right on Patent Pending Technology - USD ($) $ in Thousands		12 Months Ended
	Jan. 22, 2013	Dec. 31, 2022	Dec. 31, 2021
Commitments and Contingencies
Percentage of royalty on net revenue	4.00%
Royalty expense		$ 31	$ 20

COMMON STOCK AND WARRANTS - Summary of Warrant Activity (Details) - $ / shares	5 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Class Of Warrant Or Right [Line Items]
Number of stock options granted		645,170
Equity-classified Warrants
Class Of Warrant Or Right [Line Items]
Number of Warrants, Cancelled/Expired		0
Number of Warrants, Exercised		0
Exercise price (in dollars per share)		$ 16.32
Number of shares available via warrants		593,924
Public Warrants
Class Of Warrant Or Right [Line Items]
Number of Warrants, Cancelled/Expired	0
Number of Warrants, Exercised	0
Public Offering \| Public Warrants
Class Of Warrant Or Right [Line Items]
Warrants expiration period		5 years
Exercise price (in dollars per share)		$ 0.75

SUPPLEMENTAL BALANCE SHEET DISCLOSURES - Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Supplemental Balance Sheet Disclosures
Prepaid expenses	$ 817	$ 236
Inventory related	399	626
Total prepaid expenses and other current assets	$ 1,216	$ 862

COMMON STOCK AND WARRANTS

12 Months Ended

Dec. 31, 2022

COMMON STOCK AND WARRANTS

COMMON STOCK AND WARRANTS

8.COMMON STOCK AND WARRANTS

The Company may issue common stock in connection with underwritten public offerings, registered direct public offerings or other financing transactions. Such issuances of common stock may include the issuance or sale of warrants to purchase common stock.

Equity Transactions

August 2022 Issuance of Common Stock and Warrants

On August 9, 2022, the Company closed on a registered public offering consisting of 18,560,000 shares of common stock, pre-funded warrants to purchase 5,440,000 shares of common stock and accompanying warrants to purchase an aggregate of 36,000,000 shares of common stock (“Public Warrants”) at a combined offering price of $0.75 per share and accompanying Public Warrants, or $0.749 per pre-funded warrant and accompanying Public Warrants (“August 2022 Public Offering”). The pre-funded warrants had an exercise price of $0.001 per share and were all exercised on the closing date. As a result, an aggregate of 24,000,000 shares were issued on the closing date for gross proceeds of $18 million. In connection with the August 2022 Public Offering, the Company paid $1.7 million of share issuance costs, which consisted of placement agent fees and expenses and other offering costs.

The Company performed an analysis of the provisions of the Public Warrants and concluded that the Public Warrants did not meet the guidance for being classified as an equity instrument due to a potential price reset prompted by a change in an unrelated instrument’s conversion rate or, in the event of a fundamental transaction, settlement rights that differ from those of the underlying common stockholders. As a result of the derivative liability classification of the Public Warrants, the gross proceeds were first allocated to the fair value of the Public Warrants as of August 9, 2022 of $9.9 million and the remaining $8.1 million in gross proceeds were allocated to stockholders’ equity. The share issuance costs associated with the August 2022 Public Offering were allocated between the issuance of common stock and Public Warrants on a pro rata basis with the allocation of the gross proceeds, which resulted in $0.8 million of share issuance costs being recorded as a reduction of additional paid-in capital and $0.9 million of share issuance costs being recorded in interest expense on the Consolidated Statements of Operations and Comprehensive Loss.

The fair value of the derivative liability as of the issuance date on August 9 and December 31, 2022 was $9.9 million and $6.9 million, respectively. The change in the fair value of the derivative liability was recognized as a component of nonoperating income (expense) in the Company’s Consolidated Statements of Operations and Comprehensive Loss.

The fair value of the Public Warrants as of December 31, 2022 was determined using both a Monte Carlo simulation model, which uses multiple input variables to determine the probability of the occurrence of a price reset or a fundamental transaction and the Black-Scholes option pricing model. The fair value of the Public Warrants as of the issuance date of August 9, 2022 was calculated using the Black-Scholes option pricing model, as the occurrence of a price reset with regard to the exercise price or pricing disruption with regard to a fundamental transaction were not deemed to be the operative factors contemplated upon issuance of the Public Warrants.

The table below summarizes the inputs used in estimating the fair value of the Public Warrants. The use of different assumptions could have a material effect on the estimated fair value amounts.
	December 31,			August 9,
	2022			2022
Stock price	$	0.31		$	0.49
Exercise price	$	0.75		$	0.75
Warrant term (in years)		4.61			5.00
Expected volatility		80.90	%		78.27	%
Risk-free interest rate		4.04	%		2.97	%
Dividend rate		0.00	%		0.00	%

Lincoln Park Purchase Agreement

During the years ended December 31, 2022 and 2021, the Company issued 391,363 shares and 40,000 shares, respectively, at an average price per share of $1.65 and $14.42, respectively, to Lincoln Park Capital Fund, LLC

(“Lincoln Park”) pursuant to a purchase agreement (the “LPC Purchase Agreement”) and registration rights agreement with Lincoln Park entered into on September 1, 2021. In addition, in connection with the execution of the LPC Purchase Agreement, the Company issued 31,958 shares of common stock to Lincoln Park as consideration for Lincoln Park’s commitment to purchase shares of the Company’s common stock. The $0.5 million fair value of the common stock was recorded as share issuance costs.

Lincoln Park has no right to require the Company to sell any shares of common stock to Lincoln Park, but Lincoln Park is obligated to make purchases as the Company directs, subject to the provisions of the LPC Purchase Agreement and applicable rules of the Nasdaq Capital Market. The Company does not intend to issue any additional shares under the LPC Purchase Agreement.

November 2021 Issuance of Common Stock

On November 12, 2021, in an underwritten public offering (the “November 2021 Offering”), the Company issued 1,385,031 shares of common stock at a purchase price of $8.00 per share. Net proceeds from the November 2021 Offering after underwriter’s discounts and commission and offering expenses were approximately $9.9 million. Affiliates of an officer and director participated in the November 2021 Offering on the same terms and conditions as all other purchasers.

February 2021 Issuance of Common Stock and Warrants

On February 1, 2021, in an underwritten public offering (the “February 2021 Offering”), the Company issued 744,936 shares of common stock and warrants to purchase up to an aggregate of 372,468 shares of common stock at a purchase price of $14.82 per unit, consisting of one share and a warrant to purchase 0.50 shares of common stock. The warrants have an initial exercise price of $16.302 per share and are exercisable for a period of five years from the date of issuance. The Company also issued warrants to the underwriter to purchase 29,797 shares of common stock, with an exercise price of $18.525 per share. Net proceeds from the February 2021 Offering after underwriter’s discounts and commission and offering expenses were approximately $9.6 million. Affiliates of an officer and director participated in the February 2021 Offering on the same terms and conditions as all other purchasers.

The Company has determined that warrants issued in connection with the February 2021 Offering should be classified as equity as partial cash settlement under certain circumstances, charges of transfer taxes and fees and provisions related to market volatility did not preclude equity classification. The relative fair value of these warrants at issuance was approximately $2.6 million and was included in additional paid-in capital.

The fair value of the warrants as of the issuance date of February 1, 2021 was calculated using the Black-Scholes option pricing model. The following table summarizes the weighted average assumptions used in estimating the fair value of the warrants:


	February 1, 2021
Stock price	$	14.82
Exercise price	$	16.47
Warrant term (in years)		5.00
Expected volatility		75.02	%
Risk-free interest rate		0.42	%
Dividend rate		0.00	%

Warrants

The liability classified Public Warrants have an exercise price of $0.75 per share, are exercisable upon issuance and will expire five years following the date of issuance. No Public Warrants were exercised or cancelled during the period from the date of issuance through December 31, 2022.

The Company has outstanding equity-classified warrants to purchase 593,924 shares of common stock at a weighted average exercise price of $16.32, with expiration dates ranging from March 2025 to February 2026. During the year ended December 31, 2022, no warrants were exercised or cancelled.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 50
-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

ENTERPRISE-WIDE DISCLOSURES (Tables)

12 Months Ended

Dec. 31, 2022

ENTERPRISE-WIDE DISCLOSURES

Schedule of revenue disaggregated by geographic area


	Years Ended
	2022		2021
Product sales, net:
United States	$	318	$	—
Canada		460		493
Total product sales, net		778		493
Other revenue		9		29
Total revenue	$	787	$	522

INTANGIBLE ASSETS - Summary (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Intangible Assets
Intangible assets, Cost	$ 701	$ 740
Intangible assets, Accumulated Amortization	(561)	(407)
Net Carrying Value	$ 140	333
Acquired Proprietary Software
Intangible Assets
Intangible assets, Useful Life	5 years
Intangible assets, Cost	$ 142	151
Intangible assets, Accumulated Amortization	(90)	(66)
Net Carrying Value	$ 52	85
Reacquired Rights
Intangible Assets
Intangible assets, Useful Life	3 years 10 months 13 days
Intangible assets, Cost	$ 475	505
Intangible assets, Accumulated Amortization	(388)	(283)
Net Carrying Value	$ 87	222
Internally Developed Software
Intangible Assets
Intangible assets, Useful Life	3 years
Intangible assets, Cost	$ 84	84
Intangible assets, Accumulated Amortization	(83)	(58)
Net Carrying Value	$ 1	$ 26

INCOME TAXES - Reconciliation of Income Tax Provision Computed at Statutory Rates (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
INCOME TAXES
Income tax benefit at United States federal statutory rate	$ (2,955)	$ (3,808)
Increase (decrease) in income tax recovery resulting from:
Derivative liability	(636)
Share based payments	500	810
Goodwill impairment	198
Tax credits	(157)	(103)
Other permanent difference	59	4
Foreign income taxed at foreign rate	(91)	(85)
Other	164	(4)
Increase in valuation allowance	2,918	3,186
Income tax expense	$ 0	$ 0

SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2022

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES

2.SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying consolidated financial statements reflect the operations of Helius Medical Technologies, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation.

Use of Estimates

The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and disclosure of contingent assets and liabilities. Significant estimates include the assumptions used in the valuation of the fair value-pricing model for stock-based compensation, liability classified warrants and deferred income tax asset valuation allowance. Financial statements include estimates, which, by their nature, are uncertain. Actual results could differ from those estimates.

Global Economic Conditions

Generally, worldwide economic conditions remain uncertain, particularly due to the effects of the COVID-19 pandemic and increased inflation. The general economic and capital market conditions both in the United States and worldwide, have been volatile in the past and at times have adversely affected the Company’s access to capital and increased the cost of capital. The capital and credit markets may not be available to support future capital raising activity on favorable terms. If economic conditions decline, the Company’s future cost of equity or debt capital and access to the capital markets could be adversely affected.

The COVID-19 pandemic that began in late 2019 introduced significant volatility to the global economy, disrupted supply chains and had a widespread adverse effect on the financial markets. Additionally, the Company’s operating results could be materially impacted by changes in the overall macroeconomic environment and other economic factors. Changes in economic conditions, supply chain constraints, logistics challenges, labor shortages, the conflict in Ukraine, and steps taken by governments and central banks, particularly in response to the COVID-19 pandemic as well as other stimulus and spending programs, have led to higher inflation, which has led to an increase in costs and has caused changes in fiscal and monetary policy, including increased interest rates. Although the Company may take measures to mitigate these impacts, if these measures are not effective, the Company’s business, financial condition, results of operations, and liquidity could be materially adversely affected.

Foreign Currency Translation

The local currency, or CAD$, is the functional currency of the Company’s foreign operating subsidiary, Helius Medical Technologies (Canada), Inc. All assets and liabilities are translated into United States dollars at the rate of exchange in effect at the balance sheet date. Income and expense items are translated at the weighted-average exchange rate prevailing during the period. The effects of foreign currency translation adjustments are deferred and reported in stockholders' equity as a component of “Accumulated Other Comprehensive Loss.” The effects of foreign currency transactions denominated in a currency other than an entity's functional currency are included in “Foreign Exchange (Loss) Gain” in the Consolidated Statements of Operations and Comprehensive Loss.

Revenue Recognition

Revenue is recognized when control of the promised goods is transferred to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those products.

The Company generates nearly all of its revenue from product sales directly to patients in the United States and to clinics in Canada. Revenue from product sales is recognized at a point in time when the performance obligation is satisfied upon delivery of the product. Taxes that the Company collects concurrent with revenue-producing activities are excluded from revenue.

The Company requires customers in the United States to prepay the full product selling price, net of cash discount, prior to shipment. The Company records a contract liability for any customer prepayment received for which delivery had not yet occurred as of the end of the period.

Concentration of Credit Risk

The Company deposits its cash and cash equivalents in demand commercial checking and money market savings or certificates of deposit at high-quality credit institutions. At times, such deposits may be in excess of federally insured limits. The Company has not experienced any losses.

Cash Equivalents

The Company considers highly liquid investments with original maturities of three months or less to be cash equivalents. Cash equivalents are valued at cost, which approximates fair value.

Accounts Receivable

Accounts receivable arise from product sales in Canada and generally require payment within 30 days. The Company provides reserves against accounts receivable for estimated losses that may result from a customer’s inability to pay based on a combination of factors, such as the aging of accounts receivable, the customer’s financial strength and payment history. Amounts determined to be uncollectible are charged or written off against the reserve.

Inventory

Inventories are stated at the lower of cost (average cost method) or net realizable value. The Company establishes inventory reserves for obsolescence based upon specific identification of expired or unusable units with a corresponding provision included in cost of revenue. The Company calculates provisions for excess inventory based on inventory on hand compared to anticipated sales or usage. Management uses its judgment to forecast sales or usage and to determine what constitutes a reasonable period. There can be no assurance that the amount ultimately realized for inventories will not be materially different than that assumed in the calculation of the reserves.

Property and Equipment

Property and equipment are recorded at cost. Depreciation is calculated for financial reporting purposes on the straight-line method over the estimated useful lives of the related assets, which are seven years for furniture and fixtures, 15 years for equipment and three to five years for computer software and hardware. Depreciation expense is recorded in selling, general and administrative expenses. Expenditures for repairs and maintenance, which do not improve or extend the expected useful life of the assets, are expensed as incurred.

Long-Lived Assets

Management reviews the carrying amounts of definite-lived intangible assets and long-lived tangible assets whenever events or circumstances indicate that the carrying amounts of an asset may not be recoverable. For purposes of assessing recoverability, definite-lived intangible assets and long-lived tangible assets are each deemed to be one asset group. The carrying amount of the asset group is compared to the estimated undiscounted future cash flows associated with it. If the sum of the expected future net cash flows is less than the carrying value of the asset group being evaluated, an impairment loss is calculated as the amount by which the carrying value of the asset group exceeds its estimated fair value.

Leases

The Company has operating leases for its corporate offices. The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid lease payments. The Company's incremental borrowing rate is determined based on the estimated rate of interest for collateralized borrowing over a similar term as the associated lease. The Company’s lease arrangements do not have any lease and non-lease components.

Stock-Based Compensation

The Company measures and recognizes compensation expense for all stock-based awards based on estimated fair values. Stock-based awards consist of stock options and restricted stock units. Stock-based compensation expense is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period (vesting period) on a straight-line basis. Forfeitures are not estimated, but instead stock-based compensation expense is adjusted upon an actual forfeiture of a stock option. Upon exercise of stock options or vesting of restricted stock units, the Company issues common stock.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance for deferred income tax assets is recorded when it is more likely than not that some portion or all of the deferred income tax assets will not be realized.

Research and Development Expenses

Research and development costs are charged to expense when incurred.

Segment Information

Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. Our CODM is the Chief Executive Officer. The Company operates and manages its business within one operating and reportable segment related to the sale of PoNS Devices in the United States and Canada.

Derivatives

The Company does not engage in hedging activities. The Company evaluates its financial instruments and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for. The result of this accounting treatment is that the fair value of the derivative is re-measured at each balance sheet date and recorded as a liability or asset and the change in fair value is recorded in the Consolidated Statements of Operations and Comprehensive Loss. Refer to Note 8 for details about the derivative liability recorded during the year ended December 31, 2022.

Basic and Diluted Loss per Share

Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per share is based on the weighted-average common shares outstanding during the period plus dilutive potential common shares calculated using the treasury stock method. Such potentially dilutive shares are excluded when the effect would be to reduce a net loss per share.

Recent Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which amended the guidance on the measurement of credit losses on financial instruments. The guidance was effective for Smaller Reporting Companies for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption of this guidance on January 1, 2023 did not have a material impact on the Company's Consolidated Financial Statements.

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2022

INCOME TAXES

Components of Net Loss for Income Tax

The Company's loss before provision for income taxes was generated from operations in the United States and outside of the United States as follows (in thousands):


	Years Ended December 31,
	2022		2021
U.S.	$	12,417	$	16,589
Non-U.S.		1,655		1,543
	$	14,072	$	18,132

Reconciliation of Income Tax Provision Computed at Statutory Rates

A reconciliation of the United States federal statutory income tax rate to the Company's effective income tax rate is as follows (in thousands):


	Years Ended December 31,
	2022		2021
Income tax benefit at United States federal statutory rate	$	(2,955)	$	(3,808)
Derivative liability		(636)		—
Share based payments		500		810
Goodwill impairment		198		—
Tax credits		(157)		(103)
Foreign income taxed at foreign rate		(91)		(85)
Other permanent difference		59		4
Other		164		(4)
Increase in valuation allowance		2,918		3,186
Income tax expense	$	—	$	—

Components of Deferred Income Tax Assets and Liabilities

The components of deferred tax assets and liabilities are as follows (in thousands):


	As of December 31,
	2022		2021
Deferred tax assets
Net operating loss carryforwards	$	29,130	$	27,514
Stock-based compensation		1,696		1,715
Research and development		1,642		930
Tax credit carryforwards		1,114		987
Compensation and benefits		108		177
Unrealized foreign currency losses		102		—
Deferred revenue		53		90
Lease liability		25		1
Inventory reserve		18		58
Total deferred tax assets		33,888		31,472
Deferred tax liabilities
Property and equipment		(57)		(68)
Intangible assets		(37)		(83)
Right-of-use asset		(23)		(1)
Unrealized foreign currency gains		—		(98)
Total deferred tax liabilities		(117)		(250)
Valuation allowance		(33,771)		(31,222)
Net deferred tax assets	$	—	$	—

Schedule of net operating loss carryforwards and the related carryforward expiration periods


		Carryforward
		Amount	Expiration
United States federal net operating losses	$	39,500	2033-2037
United States federal net operating losses		68,000	Indefinite
United States state net operating losses		68,500	2034-2042
United States state net operating losses		500	Indefinite
Canada federal net operating losses		6,500	2034-2042

Schedule of gross tax credit carryforwards


		Carryforward
		Amount	Expiration
United States federal research expenditure tax credits	$	655	2035-2042
Canada federal research expenditure tax credits		459	2034-2037

STOCK-BASED COMPENSATION - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Stock-Based Compensation
Share-based compensation expense	$ 2,254	$ 4,252
Cost Of Sales.
Stock-Based Compensation
Share-based compensation expense	15	7
Selling General And Administrative Expenses.
Stock-Based Compensation
Share-based compensation expense	2,015	3,552
Research And Development Expense.
Stock-Based Compensation
Share-based compensation expense	$ 224	$ 693

GOODWILL IMPAIRMENT (Details) $ in Thousands	1 Months Ended	12 Months Ended
GOODWILL IMPAIRMENT (Details) $ in Thousands	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) item
GOODWILL IMPAIRMENT
Number of Reporting Units \| item		1
Goodwill impairment loss recognized \| $	$ 757	$ 757

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2022

COMMITMENTS AND CONTINGENCIES.

Commitments and Contingencies

13.COMMITMENTS AND CONTINGENCIES

The Company is obligated under a license agreement with Advanced NeuroRehabilitation, LLC (“ANR”) to pay a 4% royalty on net revenue collected from the sale of devices covered by ANR’s patent pending technology, claims and knowhow. For the years ended December 31, 2022 and 2021, the Company recorded approximately $31 thousand and $20 thousand, respectively, in Royalty Expenses in the Consolidated Statements of Operations and Comprehensive Loss.

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 14,549	$ 11,005
Accounts receivable, net	71	66
Other receivables	272	185
Inventory, net	589	476
Prepaid expenses and other current assets	1,216	862
Total current assets	16,697	12,594
Property and equipment, net	347	409
Goodwill		763
Intangible assets, net	140	333
Operating lease right-of-use asset, net	103	3
Total assets	17,287	14,102
Current liabilities
Accounts payable	627	1,069
Accrued and other current liabilities	1,280	1,433
Operating lease liabilities	54	3
Deferred revenue	27	148
Total current liabilities	1,988	2,653
Operating lease liabilities	56
Deferred revenue	175	193
Derivative liability	6,917
Total liabilities	9,136	2,846
Commitments and contingencies (Note 13)
Stockholders' equity
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued and outstanding as of December 31, 2022 and December 31, 2021	0	0
Class A common stock, $0.001 par value; 150,000,000 shares authorized; 28,207,330 and 3,780,674 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively	28	4
Additional paid-in capital	159,618	149,412
Accumulated deficit	(151,107)	(137,035)
Accumulated other comprehensive loss	(388)	(1,125)
Total stockholders' equity	8,151	11,256
Total liabilities and stockholders' equity	$ 17,287	$ 14,102

SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details)	12 Months Ended
	Dec. 31, 2022 segment
Schedule Of Significant Accounting Policies [Line Items]
Number of operating segment	1
Furniture and Fixtures
Schedule Of Significant Accounting Policies [Line Items]
Estimated useful life	7 years
Equipment
Schedule Of Significant Accounting Policies [Line Items]
Estimated useful life	15 years
Computer Software and Hardware \| Minimum
Schedule Of Significant Accounting Policies [Line Items]
Estimated useful life	3 years
Computer Software and Hardware \| Maximum
Schedule Of Significant Accounting Policies [Line Items]
Estimated useful life	5 years

STOCK-BASED COMPENSATION - Other Awards (Details) - Restricted Stock Units	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Stock-Based Compensation
Number of RSU, Beginning balance outstanding \| shares	2,359
Number of awards granted (in shares) \| shares	24,196
Number of RSU, Settled \| shares	(18,491)
Number of RSU, Ending balance outstanding \| shares	8,064
Weighted Average Grant Date Fair Value per Unit, Beginning balance outstanding \| $ / shares	$ 15.76
Weighted average grant date fair value of awards granted (in dollars per share) \| $ / shares	1.40
Weighted Average Grant Date Fair Value per Unit, Settled \| $ / shares	3.23
Weighted Average Grant Date Fair Value per Unit, Ending balance outstanding \| $ / shares	$ 1.40

ENTERPRISE-WIDE DISCLOSURES

12 Months Ended

Dec. 31, 2022

ENTERPRISE-WIDE DISCLOSURES

ENTERPRISE-WIDE DISCLOSURES

14.ENTERPRISE-WIDE DISCLOSURES

The following table presents the Company’s revenue disaggregated by geographic area (in thousands):


	Years Ended
	2022		2021
Product sales, net:
United States	$	318	$	—
Canada		460		493
Total product sales, net		778		493
Other revenue		9		29
Total revenue	$	787	$	522

A single customer accounted for 35% and 32% of net product sales for the years ended December 31, 2022 and 2021, respectively, and 89% and 3% of accounts receivable, net as of December 31, 2022 and 2021, respectively. One other customer accounted for 0% and 40% of accounts receivable, net as of December 31, 2022 and 2021.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI https://asc.fasb.org/topic&trid=2134510

+ Details

COMMON STOCK AND WARRANTS - Summary of Weighted Average Assumptions Used in Estimating Fair Value of Warrants (Details)	Dec. 31, 2022	Aug. 09, 2022	Feb. 01, 2021 $ / shares
Warrants \| February 2021 Offering
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants And Rights Outstanding Type Extensible List			us-gaap:ValuationTechniqueOptionPricingModelMember, us-gaap:WarrantyRightsAndObligationsFairValueOptionMember
February 2021 Offering
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrant exercisable price per share			$ 16.302
February 2021 Offering \| Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Stock price			14.82
Warrant exercisable price per share			$ 16.47
Warrants and Rights Outstanding, Valuation Technique [Extensible Enumeration]			us-gaap:ValuationTechniqueOptionPricingModelMember
Stock price \| Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.31
Stock price \| August 2022 offering. \| Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Derivative Liability, Measurement Input		0.49
Exercise Price \| Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.75
Exercise Price \| August 2022 offering. \| Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Derivative Liability, Measurement Input		0.75
Warrant Term \| Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	4.61
Warrant Term \| February 2021 Offering \| Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Weighted average assumptions, term			5 years
Warrant Term \| August 2022 offering. \| Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Derivative Liability, Measurement Input		5.00
Expected Volatility \| Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	80.90
Expected Volatility \| February 2021 Offering \| Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Weighted average assumptions, measurement input			75.02
Expected Volatility \| August 2022 offering. \| Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Derivative Liability, Measurement Input		78.27
Risk-Free Interest Rate \| Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	4.04
Risk-Free Interest Rate \| February 2021 Offering \| Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Weighted average assumptions, measurement input			0.42
Risk-Free Interest Rate \| August 2022 offering. \| Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Derivative Liability, Measurement Input		2.97
Dividend Rate \| Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.00
Dividend Rate \| February 2021 Offering \| Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Weighted average assumptions, measurement input			0.00
Dividend Rate \| August 2022 offering. \| Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Derivative Liability, Measurement Input		0.00

BASIC AND DILUTED LOSS PER SHARE (Tables)

12 Months Ended

Dec. 31, 2022

BASIC AND DILUTED LOSS PER SHARE

Schedule of basic and diluted net loss per share


	Years Ended December 31,
	2022		2021
Basic:
Net loss available to common stockholders - basic	$	(14,072)	$	(18,132)
Weighted average common shares outstanding - basic		13,497,159		2,456,782
Loss per share - basic	$	(1.04)	$	(7.38)

Diluted:
Net loss available to common stockholders - diluted ⁽¹⁾	$	(14,072)	$	(18,132)
Weighted average common shares outstanding - diluted ⁽¹⁾		13,497,159		2,456,782
Loss per share - diluted	$	(1.04)	$	(7.38)

⁽¹⁾

Schedule of Antidilutive Securities


	Years Ended
	December 31,

	2022	2021
Stock options	1,189,889	669,117
Restricted stock units	8,064	2,359
Warrants	36,593,924	593,924

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenue
Product sales, net	$ 778	$ 493
Revenue from Contract with Customer, Product and Service [Extensible Enumeration]	us-gaap:ProductMember	us-gaap:ProductMember
Other revenue	$ 9	$ 29
Total revenue	787	522
Cost of revenue
Cost of revenue	$ 463	$ 298
Cost, Product and Service [Extensible Enumeration]	us-gaap:ProductMember	us-gaap:ProductMember
Gross profit	$ 324	$ 224
Operating expenses
Selling, general and administrative expenses	10,640	12,176
Research and development expenses	4,262	5,990
Amortization expense	181	200
Goodwill impairment	757
Total operating expenses	15,840	18,366
Loss from operations	(15,516)	(18,142)
Nonoperating income (expense)
Interest expense, net	(834)
Change in fair value of derivative liability	3,027
Foreign exchange (loss) gain	(756)	10
Other income, net	7
Nonoperating income (expense), net	1,444	10
Loss before provision for income taxes	(14,072)	(18,132)
Provision for income taxes	0	0
Net loss	(14,072)	(18,132)
Other comprehensive income (loss)
Foreign currency translation adjustments	737	(26)
Comprehensive loss	$ (13,335)	$ (18,158)
Loss per share
Basic	$ (1.04)	$ (7.38)
Diluted	$ (1.04)	$ (7.38)
Weighted average number of common shares outstanding
Basic	13,497,159	2,456,782
Diluted	13,497,159	2,456,782

BASIC AND DILUTED LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Basic:
Net loss available to common stockholders - basic	$ (14,072)	$ (18,132)
Weighted average basic shares outstanding - basic	13,497,159	2,456,782
Loss per share - basic	$ (1.04)	$ (7.38)
Diluted:
Net loss available to common stockholders - diluted	$ (14,072)	$ (18,132)
Weighted average common shares outstanding - diluted	13,497,159	2,456,782
Loss per share - diluted	$ (1.04)	$ (7.38)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1448-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1337-109256

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 52
-URI https://asc.fasb.org/extlink&oid=128363288&loc=d3e4984-109258

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=128363288&loc=d3e3842-109258

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 7
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1252-109256

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 52
-URI https://asc.fasb.org/extlink&oid=128363288&loc=d3e4984-109258

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 7
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=128363288&loc=d3e3842-109258

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1252-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1337-109256

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1448-109256

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 11
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1377-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.

+ References + Details

INTANGIBLE ASSETS - Estimated Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Estimated amortization expense for each of the years ending December 31 is as follows:
2023	$ 116
2024	24
Net Carrying Value	$ 140	$ 333

INCOME TAXES - Components of Net Loss for Income Tax (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Components Of Income Tax Expense Benefit Continuing Operations [Abstract]
U.S.	$ 12,417	$ 16,589
Non-U.S.	1,655	1,543
Loss before income taxes	$ 14,072	$ 18,132

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 940
-SubTopic 20
-Section 25
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=126941158&loc=d3e41242-110953

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(8))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI https://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details