0001193125-21-011714 | S-1/A | XBRL Viewer | Helius Medical Technologies INC

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Cover Page	9 Months Ended
Cover Page	Sep. 30, 2020
Cover [Abstract]
Document Type	S-1/A
Amendment Flag	true
Amendment Description	Amendment No. 1
Entity Registrant Name	HELIUS MEDICAL TECHNOLOGIES, INC.
Entity Central Index Key	0001610853
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019	Dec. 31, 2018
Current assets
Cash	$ 2,680	$ 5,459	$ 25,583
Accounts receivable, net	80	210	177
Other receivables	138	364	98
Inventory, net	572	598	392
Prepaid expenses	666	610	447
Other current assets			264
Total current assets	4,136	7,241	26,961
Property and equipment, net	463	712	554
Other assets
Goodwill	725	1,242
Intangible assets, net	579	582
Operating lease right-of-use asset, net	105	552
Non-current receivables			294
Other assets	18	18	18
Total other assets	1,427	2,394	312
TOTAL ASSETS	6,026	10,347	27,827
Current liabilities
Accounts payable	720	1,676	2,392
Accrued liabilities	1,399	1,519	1,812
Operating lease liability	107	172
Derivative financial instruments		5	13,769
Deferred revenue	339	430
Total current liabilities	2,565	3,802	17,973
Non-current liabilities
Operating lease liability	47	465
Deferred revenue	217	245
TOTAL LIABILITIES	2,829	4,512	17,973
Commitments and contingencies (Note 6)
STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued and outstanding as of September 30, 2020 and December 31, 2019
Class A common stock, $0.001 par value; 150,000,000 shares authorized; 1,295,805 and 877,672 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively	1	1	1
Additional paid-in capital	120,257	111,509	105,436
Accumulated other comprehensive loss	(693)	(902)	(591)
Accumulated deficit	(116,368)	(104,773)	(94,992)
TOTAL STOCKHOLDERS' EQUITY	3,197	5,835	9,854
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 6,026	$ 10,347	$ 27,827

Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2020	Dec. 31, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Preferred stock, Par Value	$ 0.001	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	10,000,000	10,000,000	10,000,000
Preferred Stock, Shares Issued	0	0	0
Preferred Stock, Shares Outstanding	0	0	0
Common Stock, Par Value	$ 0.001	$ 0.001	$ 0.001
Common Stock, Shares Authorized	150,000,000	150,000,000	150,000,000
Common Stock, Shares, Issued	1,295,805	877,672	737,938
Common Stock, Shares, Outstanding	1,295,805	877,672	737,938

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
Revenue:
Total operating revenue	$ 470	$ 1,344	$ 1,496	$ 478
Cost of sales:
Cost of product sales	$ 187	$ 538	$ 846
Type of Cost, Good or Service [Extensible List]	us-gaap:ProductMember	us-gaap:ProductMember	us-gaap:ProductMember	us-gaap:ProductMember
Gross profit	$ 283	$ 806	$ 650	$ 478
Operating expenses:
Research and development	3,755	6,462	8,061	9,939
Selling, general and administrative	7,625	12,715	16,521	17,214
Amortization expense	287	0	64
Total operating expenses	11,667	19,177	24,646	27,153
Operating loss	(11,384)	(18,371)	(23,996)	(26,675)
Other income (expense):
Other income	63	35	95	63
Change in fair value of derivative financial instruments	4	14,033	14,113	(3,577)
Foreign exchange gain (loss)	(278)	(147)	7	1,566
Total other income (expense)	(211)	13,921	14,215	(1,948)
Net loss	(11,595)	(4,450)	(9,781)	(28,623)
Other comprehensive loss:
Foreign currency translation adjustments	209	(168)	(311)	(638)
Comprehensive loss	$ (11,386)	$ (4,618)	$ (10,092)	$ (29,261)
Net loss per share
Basic	$ (10.36)	$ (6.02)	$ (12.99)	$ (43.97)
Diluted	$ (10.36)	$ (6.02)	$ (12.99)	$ (43.97)
Weighted average shares outstanding
Basic	1,119,639	739,115	752,932	651,034
Diluted	1,119,639	739,115	752,932	651,034
Product Sales
Revenue:
Total operating revenue	$ 441	$ 1,295	$ 1,454
Fee Revenue
Revenue:
Total operating revenue	9	49	37
License Revenue
Revenue:
Total operating revenue	$ 20	$ 0	$ 5	$ 478

Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	March 2020 Offering	April 2018 Offering	November 2018 Offering	April 2016 Offering	November 2019 Offering	Common Stock $0.001 par value	Common Stock $0.001 par value March 2020 Offering	Common Stock $0.001 par value November 2018 Offering	Common Stock $0.001 par value November 2019 Offering	Common Stock	Common Stock April 2018 Offering	Additional Paid-In Capital	Additional Paid-In Capital March 2020 Offering	Additional Paid-In Capital November 2018 Offering	Additional Paid-In Capital April 2016 Offering	Additional Paid-In Capital November 2019 Offering	Accumulated Other Comprehensive Loss	Accumulated Deficit
Beginning Balance at Dec. 31, 2017	$ (7,490)										$ 52,230		$ 6,602					$ 47	$ (66,369)
Beginning Balance, Shares at Dec. 31, 2017											576,520
Proceeds from the exercise of stock options and warrants	4,637										$ 4,637
Proceeds from exercise of stock options and warrants, Shares											21,033
Proceeds from the issuance of common stock and accompanying warrants	18,400			$ 20,126							$ 18,400				$ 20,126
Proceeds from the issuance of common stock and accompanying warrants, Shares									69,696		70,376
Fair value of liability-classified warrants issued in connection with April 2018 Offering			$ (7,372)									$ (7,372)
Share issuance costs			$ (1,273)	(1,867)								$ (1,273)			(1,867)
Reclassification of liability-classified warrants upon exercise	3,748										$ 3,748
Settlement of vested restricted stock units, net of taxes	(2)												(2)
Settlement of vested restricted stock units, net of taxes, Shares											20
Stock-based compensation expense	1,047			$ 849									1,047		$ 849
Reclassification of exercised compensation stock options and warrants from additional paid-in capital											$ 110		(110)
Reclassification of April 2016 compensation options and warrants from additional paid-in capital to derivative financial instruments due to change in functional currency					$ (1,586)											$ (1,586)
Reclassification of USD denominated warrants from derivative financial instruments to additional paid-in capital due to change in functional currency	2,478												2,478
Reclassification of equity-classified stock options to stock-based compensation liability due to change in functional currency	(4,182)												(4,182)
Reclassification from other current liabilities due to exercise of stock options	32										32
Reclassification of non-employee options recorded as derivative financial instruments due to modification of options	1,206												1,206
Reclassification of stock-based compensation due to modification of options	10,338												10,338
Reclassification upon change in corporate domicile							$ 1				$ (70,512)		70,511
Reclassification upon change in corporate domicile, shares							667,949				(667,949)
Proceeds from exercise of stock options	$ 26												26
Proceeds from exercise of stock options, Shares	2,814						293
Foreign currency translation adjustments	$ (638)																	(638)
Net loss	(28,623)																		(28,623)
Ending Balance at Dec. 31, 2018	9,854						$ 1						105,436					(591)	(94,992)
Ending Balance, Shares at Dec. 31, 2018							737,938
Proceeds from the exercise of stock options and warrants	215												215
Proceeds from exercise of stock options and warrants, Shares							2,134
Settlement of vested restricted stock units, net of taxes	0
Settlement of vested restricted stock units, net of taxes, Shares							27
Stock-based compensation expense	3,336												3,336
Reclassification of derivative financial instruments from exercise of warrants	35												35
Foreign currency translation adjustments	(168)																	(168)
Net loss	(4,450)																		(4,450)
Ending Balance at Sep. 30, 2019	8,822						$ 1						109,022					(759)	(99,442)
Ending Balance, Shares at Sep. 30, 2019							740,099
Beginning Balance at Dec. 31, 2018	9,854						$ 1						105,436					(591)	(94,992)
Beginning Balance, Shares at Dec. 31, 2018							737,938
Proceeds from the exercise of stock options and warrants	215												215
Proceeds from exercise of stock options and warrants, Shares							2,136
Proceeds from the issuance of common stock and accompanying warrants						$ 1,685											$ 1,685
Proceeds from the issuance of common stock and accompanying warrants, Shares										137,571
Share issuance costs						$ (553)											$ (553)
Settlement of vested restricted stock units, net of taxes	0
Settlement of vested restricted stock units, net of taxes, Shares							27
Stock-based compensation expense	4,691												4,691
Reclassification of derivative financial instruments from exercise of warrants	$ 35												35
Proceeds from exercise of stock options, Shares	14,855
Foreign currency translation adjustments	$ (311)																	(311)
Net loss	(9,781)																		(9,781)
Ending Balance at Dec. 31, 2019	5,835						$ 1						111,509					(902)	(104,773)
Ending Balance, Shares at Dec. 31, 2019							877,672
Proceeds from the issuance of common stock and accompanying warrants	5,043	$ 1,348											5,043	$ 1,348
Proceeds from the issuance of common stock and accompanying warrants, Shares							232,526	178,776
Share issuance costs	(506)												(506)
Warrant issuance from the March 2020 Offering		$ 842												$ 842
Settlement of vested restricted stock units, net of taxes	0
Settlement of vested restricted stock units, net of taxes, Shares							6,831
Stock-based compensation expense	2,021												2,021
Foreign currency translation adjustments	209																	209
Net loss	(11,595)																		(11,595)
Ending Balance at Sep. 30, 2020	$ 3,197						$ 1						$ 120,257					$ (693)	$ (116,368)
Ending Balance, Shares at Sep. 30, 2020							1,295,805

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
Cash flows from operating activities
Net loss	$ (11,595)	$ (4,450)	$ (9,781)	$ (28,623)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative financial instruments	(4)	(14,033)	(14,113)	3,577
Stock-based compensation expense	2,021	3,336	4,691	8,095
Unrealized foreign exchange loss	245	211	70	(1,711)
Depreciation expense	92	89	127	59
Amortization expense	287		64
Provision for doubtful accounts	160		220
Intangible asset impairment	182
Loss from disposal of property and equipment	110
Gain on lease modification	(56)
Changes in operating assets and liabilities:
Accounts receivable	(30)	(380)	(438)	(259)
Other receivables	226	(123)	(278)	394
Inventory	26	(897)	(206)	(392)
Prepaid expenses	(56)	285	(163)	(95)
Other current assets		264	264	(264)
Operating lease liability	20	(9)	(13)
Accounts payable	(956)	(678)	(1,116)	(1,087)
Accrued liabilities	(120)	(75)	(327)	685
Deferred revenue	(119)
Net cash used in operating activities	(9,567)	(16,460)	(20,999)	(19,621)
Cash flows from investing activities
Purchase of property and equipment	(14)	(260)	(278)	(440)
Proceeds from sale of property and equipment	61
Internally developed software	(7)		(75)
Business acquisitions, net of cash acquired			(416)
Net cash provided by (used in) investing activities	40	(260)	(769)	(440)
Cash flows from financing activities
Proceeds from the issuances of common stock and warrants	7,233		1,685	38,526
Share issuance costs	(506)	(52)	(247)	(3,161)
Proceeds from the exercise of stock options and warrants		215	215	4,663
Proceeds from Paycheck Protection Program Loan	323
Repayment of Paycheck Protection Program Loan	(323)
Net cash provided by financing activities	6,727	163	1,653	40,028
Effect of foreign exchange rate changes on cash	21	(7)	(9)	54
Net decrease in cash	(2,779)	(16,564)	(20,124)	20,021
Cash at beginning of period	5,459	25,583	25,583	5,562
Cash at end of period	$ 2,680	$ 9,019	5,459	25,583
Supplemental schedule of non-cash investing and financing activities
Share issuance costs included in accounts payable and accrued liabilities			358	$ 52
Reclassification of derivative instruments from warrant exercise			35
Noncash items related to Heuro acquisition			$ 1,227

Description of Business

9 Months Ended

12 Months Ended

Sep. 30, 2020

Dec. 31, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business

1.	DESCRIPTION OF BUSINESS

Helius Medical Technologies, Inc. (“we” or the “Company”), is a neurotech company focused on neurological wellness. The Company’s purpose is to develop, license or acquire unique and

non-invasive

technologies targeted at reducing symptoms of neurological disease or trauma.

The Company’s first product, known as the Portable Neuromodulation Stimulator (“PoNS

”), is authorized for sale in Canada as a class II,

non-implantable

medical device intended as a short term treatment (14 weeks) of gait deficit due to mild and moderate symptoms from multiple sclerosis (“MS”,) and chronic balance deficit due to

mild-to-moderate

traumatic brain injury (“mmTBI”) and is to be used in conjunction with physical therapy (“PoNS Treatment

”). It is an investigational medical device in the United States, the European Union (“EU”), and Australia (“AUS”). The device is currently under review for de novo classification and clearance by the U.S. Food and Drug Administration (the “FDA”) as a potential treatment for gait deficit due to symptoms of MS. It is also under premarket review by the AUS Therapeutic Goods Administration. PoNS Treatment

™

is not currently commercially available in the United States, the European Union or Australia.

The Company was incorporated in British Columbia, Canada on March 13, 2014. On May 28, 2014, we were reincorporated from British Columbia to the State of Wyoming, and on July 20, 2018, we were reincorporated from the State of Wyoming to the State of Delaware. We are headquartered in Newtown, Pennsylvania. On December 21, 2018, the Company’s wholly owned subsidiary, NeuroHabilitation Corporation, changed its name to Helius Medical, Inc (“HMI”). On January 31, 2019, the Company formed another wholly owned subsidiary, Helius NeuroRehab, Inc., (“HNR”), a Delaware corporation. On October 10, 2019, the Company formed Helius Canada Acquisition Ltd. (“HCA”), a company incorporated under the federal laws of Canada and a wholly owned subsidiary of Helius Medical Technologies (Canada), Inc. (“HMC”), a company incorporated under the federal laws of Canada, which acquired Heuro Canada, Inc. (“Heuro”) from Health Tech Connex Inc. (“HTC”) on October 30, 2019.

2020 Reverse Stock Split

Effective after the close of business on December 31, 2020, the Company completed a 1-for-35 reverse stock split of its common stock (“2020 Reverse Stock Split”). The 2020 Reverse Stock Split did not change the par value of the Company’s common stock or the number of common or preferred shares authorized by the Company’s Certificate of Incorporation. All share and per-share amounts have been retrospectively adjusted to reflect the 2020 Reverse Stock Split for all periods presented.

Going Concern Uncertainty

As of September 30, 2020, the Company had cash of $2.7 million. For the nine months ended September 30, 2020, the Company had an operating loss of $11.4 million, and as of September 30, 2020, its accumulated deficit was $116.4 million. For the nine months ended September 30, 2020, the Company had $0.5 million of revenue from the commercial sale of products or services. 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 condensed 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 on hand, cash received from the sale of its PoNS

™

device in Canada and by raising additional capital through equity or debt financings. As discussed further in Note 8, on October 26, 2020, the Company closed a private placement and received net proceeds of approximately $3.2 million. There can be no assurance that the Company will be successful in raising that 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 and planned capital expenditures.

Risks and Uncertainties

COVID-19

On March 11, 2020, the World Health Organization declared the outbreak of a novel coronavirus

(“COVID-19”)

as a global pandemic, which continues to spread throughout the United States and around the world. The Company’s business, results of operations and financial condition have been and may continue to be adversely impacted by the

COVID-19

pandemic and global economic conditions. The outbreak and spread of

COVID-19

has significantly increased economic uncertainty. Authorities implemented numerous measures to try to contain

COVID-19,

such as travel bans and restrictions, quarantines, shelter in place orders, and business shutdowns. The

COVID-19

pandemic initially led to the closure of PoNS Authorized clinic locations across Canada. While all clinics have

re-opened,

they are all currently operating at reduced capacity, and patients have been and may continue to be less willing to return to these clinics, impacting our commercial activities and our customer engagement efforts. In addition, the resurgence of COVID-19 cases across Canada in the fourth quarter of 2020 has led to further restrictions on clinic activities. Moreover, the Company’s ability to conduct its ongoing clinical experience programs in Canada has been and may continue to be impaired due to trial participants’ attendance being adversely affected by

COVID-19,

leading to further delays in the development and approval of the Company’s product candidate. In addition, the

COVID-19

pandemic has and may continue to cause delays in the Company’s suppliers’ ability to ship materials that the Company relies upon, and disruptions in business or governmental operations due to

COVID-19

may delay the timing for the submission and approval of the Company’s marketing applications with regulatory agencies. Further, the economic impact of the

COVID-19

pandemic could affect the Company’s ability to access the public markets and obtain necessary capital in order to properly capitalize and continue its operations.

The extent to which the

COVID-19

pandemic will continue to impact the Company’s business, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted. The Company does not know yet the full extent of the impact of

COVID-19

on its business, operations or the global economy as a whole.

Nasdaq Delisting

On March 23, 2020, the Company received a letter (the “Notice”) from the Listing Qualifications staff of Nasdaq indicating that, based on the closing bid price of the Company’s Class A common stock (the “common stock”) for the 30 consecutive business days preceding the Notice, the Company no longer meets the requirement to maintain a minimum bid price of $1.00 per share, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). The Notice did not result in the immediate delisting of the Company’s common stock from Nasdaq. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided a period of 180 calendar days in which to regain compliance.

On April 17, 2020, the Company received a second letter (the “Second Notice”) for the Listing Qualifications staff of Nasdaq stating that the

180-day

period to regain compliance with the Minimum Bid Price Requirement has been extended due to the global market impact caused by

COVID-19.

More specifically, Nasdaq has stated that compliance periods were suspended from April 16, 2020 until June 30, 2020. On July 1, 2020, companies received the balance of any pending compliance period to regain compliance with the Minimum Bid Price Requirement. As a result of this extension, the Company was given to until December 3, 2020 to regain compliance with the Minimum Bid Price Requirement.

On December 4, 2020, the Company received notice from the Listing Qualifications staff of Nasdaq indicating that the Company was not eligible for an additional 180 day extension to meet the Minimum Bid Price Requirement. As a result, the Staff determined that the Company’s securities would be subject to delisting unless the Company timely requests a hearing before the Panel. The Company timely submitted a request for a hearing before the Panel, which request stayed any suspension or delisting action by Nasdaq at least until the hearing process concludes and an extension granted by the Panel expires. An oral hearing has been scheduled for early 2021 (See Note 8).

1.	DESCRIPTION OF BUSINESS

Helius Medical Technologies, Inc. (the “Company”), is neurotech company focused on neurological wellness. The Company’s purpose is to develop, license and acquire unique and

non-invasive

technologies targeted at reducing symptoms of neurological disease or trauma.

The Company’s first product, known as the Portable Neuromodulation Stimulator (“PoNS

”), is an active, therapeutic, class II medical device authorized for sale in Canada intended as a short term treatment (14 weeks) of chronic balance deficit due to

mild-to-moderate

traumatic brain injury (“mmTBI”) and is to be used in conjunction with therapeutic activities (“PoNS Treatment

”). It is an investigational medical device in the United States, the European Union (“EU”), and Australia (“AUS”), and it is currently under review for clearance by the AUS Therapeutic Goods Administration. PoNS Treatment

™

is not currently commercially available in the United States, the European Union or Australia.

On December 21, 2018, the Company’s wholly owned subsidiary, NeuroHabilitation Corporation, changed its name to Helius Medical, Inc (“HMI”). On January 31, 2019, the Company formed another wholly owned subsidiary, Helius NeuroRehab, Inc., (“HNR”), a Delaware corporation, which will operate a commercial site for the delivery of PoNS Treatment to patients with balance and gait disorders upon FDA clearance

On October 10, 2019, the Company formed Helius Canada Acquisition Ltd. (“HCA”), a company incorporated under the federal laws of Canada and a wholly owned subsidiary of Helius Medical Technologies (Canada), Inc. (“HMC”), a company incorporated under the federal laws of Canada, which acquired Heuro Canada, Inc. (“Heuro”) from Health Tech Connex Inc. (“HTC”) on October 30, 2019 (see Note 2).

The Company’s wholly owned subsidiaries are comprised of HMI, HMC, HCA and HNR.

The Company was incorporated in British Columbia, Canada, on March 13, 2014. On May 28, 2014, the Company completed a continuation via a plan of arrangement whereby the Company moved from being a corporation governed by the British Columbia Corporations Act to a corporation governed by the Wyoming Business Corporations Act. On July 20, 2018, the Company completed its reincorporation from Wyoming to the state of Delaware. The Company is headquartered in Newtown, Pennsylvania.

The Company’s Class A common stock, par value $0.001 per share (“common stock”) is listed on the Nasdaq Capital Market (“Nasdaq”) and the Toronto Stock Exchange (the “TSX”). The common stock began trading on the Canadian Securities Exchange on June 23, 2014, under the ticker symbol “HSM” and the trading was subsequently transferred to the TSX on April 18, 2016. On April 11, 2018, the common stock began trading on Nasdaq under the ticker symbol “HSDT” after having traded on the OTCQB in the United States under the ticker symbol “HSDT” since February 10, 2015.

2018

Reverse Stock Split

Effective after the close of business on January 22, 2018, the Company completed a

1-for-5

reverse stock split of its common stock.

All share and per share amounts

herein have been reflected on a post-split basis.

2020 Reverse Stock Split

Going Concern Uncertainty

As of December 31, 2019, the Company had cash of $5.5 million. For the year ended December 31, 2019, the Company incurred a net loss of $9.8 million and, as of December 31, 2019, its accumulated deficit was $104.8 million. For the year ended December 31, 2019, the Company had $1.5 million of revenue from the commercial sale of products or services. The Company expects to continue to incur operating losses and net cash outflows until 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 raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date of 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.

The Company intends to fund ongoing activities by utilizing its current cash on hand, cash received from the sale of its PoNS device in Canada and by raising additional capital through equity or debt financings. There can be no assurance that the Company will be successful in raising that 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 and planned capital expenditures.

Significant Accounting Policies

9 Months Ended

12 Months Ended

Sep. 30, 2020

Dec. 31, 2019

Accounting Policies [Abstract]

Significant Accounting Policies

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The condensed consolidated financial statements have also been prepared on a basis substantially consistent with, and should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2019, included in its Annual Report on Form

10-K

that was filed with the Securities and Exchange Commission on March 12, 2020. The Company’s reporting currency is the U.S. Dollar (“USD$”).

Use of Estimates

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

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements reflect the operations of Helius Medical Technologies, Inc. and its wholly owned subsidiaries. The usual condition for a controlling financial interest is ownership of a majority of the voting interests of an entity. However, a controlling financial interest may also exist through arrangements that do not involve controlling voting interests. As such, the Company applies the guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810 –

Consolidation

(“ASC 810”)

Concentrations of Credit Risk

The Company is subject to credit risk with respect to its cash. Amounts invested in such instruments are limited by credit rating, maturity, industry group, investment type and issuer. The Company is not currently exposed to any significant concentrations of credit risk from these financial instruments. The Company seeks to maintain safety and preservation of principal and diversification of risk, liquidity of investments sufficient to meet cash flow requirements and a competitive

after-tax

rate of return.

Receivables

Accounts receivables are stated at their net realizable value. In determining the appropriate allowance for doubtful accounts, the Company considers a combination of factors, such as the aging of trade receivables, its customers’ financial strength, and payment history. Changes in these factors, among others, may lead to adjustments in the Company’s allowance for doubtful accounts. The calculation of the allowance required judgment by Company management. As of September 30, 2020, the Company’s accounts receivable of $0.1 million, is net of an allowance for doubtful accounts of $0.4 million and is the result of revenue from product sales. As of December 31, 2019, the Company’s accounts receivable of $0.2 million, is net of an allowance for doubtful accounts of $0.2 million and is the result of revenue from product sales.

Other receivables as of September 30, 2020 and December 31, 2019 included refunds from research and development (“R&D”) tax credits of $21 thousand and $0.2 million, respectively, and Goods and Services Tax (“GST”) and Quebec Sales Tax (“QST”) refunds of $0.1 million and $0.1 million, respectively, related to the Company’s Canadian expenditures.

Inventory

The Company’s inventory consists of raw materials, work in progress and finished goods of the PoNS device. Inventory is stated at the lower of cost (average cost method) or net realizable value. Adjustments to reduce the cost of inventory to its net realizable value are made if required. 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. Inventory markdowns to net realizable value of $2 thousand

was

recorded during the nine months ended September 30, 2020. No inventory markdowns to net realizable value were recorded during the nine months ended September 30, 2019.

As of September 30, 2020 and December 31, 2019, inventory consisted of the following (amounts in thousands):


	As of September 30, 2020			As of December 31, 2019
Raw materials	$	159		$	144
Work-in-process		446			375
Finished goods		19			129

Inventory	$	624		$	648

Inventory reserve		(52	)		(50	)

Total inventory, net of reserve	$	572		$	598

Property and Equipment

Property and equipment are carried at cost, less accumulated depreciation. Depreciation is recognized using the straight-line method over the useful lives of the related asset or the term of the related lease. Expenditures for maintenance and repairs, which do not improve or extend the expected useful life of the assets, are expensed to operations while major repairs are capitalized. The estimated useful life of the Company’s leasehold improvements is over the shorter of its lease term or useful life of 5 years; the estimated useful life for the Company’s furniture and fixtures is 7 years; and equipment has an estimated useful life of 15 years, while computer software and hardware has an estimated useful life of 3 to 5 years.

As of September 30, 2020 and December 31, 2019, property and equipment consisted of the following (amounts in thousands):


	As of September 30, 2020			As of December 31, 2019
Leasehold improvement	$	64		$	182
Furniture and fixtures		93			247
Equipment		300			286
Computer software and hardware		182			182

Property and equipment		639			897
Less accumulated depreciation		(176	)		(185	)

Property and equipment, net	$	463		$	712

Depreciation expense was $92 thousand

and $89 thousand for the nine months ended September 30, 2020 and 2019, respectively.

During the nine months ended September 30, 2020, the Company sold furniture and fixtures with a net book value of

$118 thousand for $61 thousand. Additionally, the Company abandoned leasehold improvements with a net book value of $53 thousand. The loss on the disposal of the furniture and fixtures and leasehold improvements of $110 thousand was recorded as selling, general and administrative expense in the condensed consolidated statements of operations and comprehensive loss.

Business Combinations

Transactions in which the Company obtains control of a business are accounted for according to the acquisition method as described in FASB ASC 805 – Business Combinations. The assets acquired and liabilities assumed are recognized and measured at their fair values as of the date control is obtained. Acquisition related costs in connection with a business combination are expensed as incurred. Contingent consideration is recognized and measured at fair value at the acquisition date and until paid

re-measured

on a recurring basis. It is classified as a liability based on appropriate GAAP.

On October 30, 2019, the Company and HTC entered into a Share Purchase Agreement (the “SPA”) whereby the Company, through its wholly owned subsidiary, acquired Heuro from HTC. Under the terms of the SPA, total consideration of approximately CAD$2.1 million (USD$1.6 million) was transferred to HTC, which included (1) cash of CAD$0.5 million (USD$0.4 million), (2) delivery of 55 PoNS devices for which the fair value was determined to be CAD$0.5 million (USD$0.4 million), (3) the forgiveness of CAD$750 thousand (USD$0.5 million) receivable from the September 2018 strategic alliance agreement and (4) the exclusivity rights granted to HTC in the

Co-Promotion

Agreement (as defined below) to provide PoNS Treatment in the Fraser Valley and Vancouver metro regions of British Columbia with a determined fair value of CAD$0.4 million (USD$0.3 million). The transaction has been accounted for as a business combination.

The acquisition related costs were $0.1 million and were accounted for as selling, general and administrative expenses in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2019.

The following table summarizes the recognized fair values of identifiable assets acquired and liabilities assumed as of October 30, 2019:


	October 30, 2019 Fair Value
Assets:
Cash and cash equivalents	$	1
Other receivables		19
Fixed assets		7
Intangibles		1,053
Goodwill		737

Total assets	$	1,817

Liabilities:
Accounts payable	$	186
Other current liabilities		9

Total liabilities	$	195

Net assets acquired	$	1,622

The fair values assigned to identifiable intangible assets assumed were based on management’s estimates and assumptions as of such date and are considered finalized. The Company recorded measurement adjustments of $0.4 million during the nine months ended September 30, 2020, all of which was recorded during the first quarter of 2020. The recorded adjustments related to the recognition of reacquired exclusivity rights.

Acquired intangibles consisted of customer relationships, proprietary technology and reacquired rights. The remaining useful life at acquisition was 1.25 years, 5 years and 3.87 years, respectively, and the acquired intangibles are amortized using the straight-line method.

Factors considered by the Company in determination of goodwill include synergies, strategic fit and other benefits that do not meet the recognition criteria of acquired identifiable intangible assets. The recognized goodwill of $0.7 million is not expected to be deductible for tax purposes.

The fair value of 55 PoNS devices which we agreed to transfer to HTC pursuant to the SPA in the amount of CAD$0.5 million will be recognized as revenue within the consolidated statements of operations and comprehensive loss once control has been transferred in accordance with ASC 606. As of December 31, 2019, the control had not been transferred resulting in the fair value being recorded as deferred revenue on the condensed consolidated balance sheet. As of September 30, 2020, the control of 11 devices had been transferred resulting in recognition of revenue for these devices. The fair value of the remaining 44 devices is still recorded as deferred revenue on the condensed consolidated balance sheet.

In connection with the SPA, on October 30, 2019, the Company entered into a Clinical Research and

Co-Promotion

Agreement with HTC (the

“Co-Promotion

Agreement”), whereby each company will promote the sales of the Company’s PoNS Treatment and HTC’s NeuroCatch

device throughout Canada. This

co-promotion

arrangement terminates upon the earlier of the collection of data from 200 patients in Canada and December 31, 2020. Also, subject to certain terms and conditions, Helius granted to HTC the exclusive right to provide the PoNS Treatment in the Fraser Valley and Vancouver metro regions of British Columbia, where HTC has operated a PoNS authorized clinic since February 2019. HTC will 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 has an initial term of ten (10) years, renewable by HTC for one additional ten (10) year term upon sixty (60) days’ written notice to Helius. The

Co-Promotion

Agreement had a fair value of CAD$360 thousand at the time of acquisition. License revenue will be recognized in connection with the

Co-Promotion

Agreement ratably over the

ten-year

term.

Goodwill and Other Intangible Assets

Goodwill represents the excess of purchase

price over the fair values underlying net assets acquired in an acquisition. All of the Company’s goodwill as of September 30, 2020 is the result of the Heuro acquisition discussed above. Goodwill is not amortized, but rather will be tested annually for impairment or more frequently if events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Company will test goodwill for impairment annually in the fourth quarter of each year using data as of October 1 of that year.

Goodwill is allocated to and evaluated for impairment at the Company’s one identified reporting unit. Goodwill is tested for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation is an assessment of factors to determine whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount. The Company may elect not to perform the qualitative assessment for its reporting unit and perform the quantitative impairment test. The quantitative goodwill impairment test requires the Company to compare the carrying value of the reporting unit’s net assets to the estimated fair value of the reporting unit.

If the estimated fair value exceeds the carrying value, no further evaluation is required, and no impairment loss is recognized. If the carrying amount of a reporting unit, including goodwill, exceeds the estimated fair value, the excess of the carrying value over the estimated fair value is recorded as an impairment loss, the amount of which is not to exceed the total amount of goodwill allocated to the reporting unit.

The

COVID-19

pandemic was a triggering event for testing whether goodwill is impaired. The Company performed quantitative assessments at March 31, 2020, June 30, 2020 and September 30, 2020. As a result of these assessments, the Company determined that the estimated fair value of the reporting unit exceeded the carrying value of the reporting unit. Therefore, the Company concluded that goodwill was not impaired as of any of the aforementioned periods. The Company will continue to monitor the impacts of the

COVID-19

pandemic in future periods.

The following is a summary of the activity for the nine month period ended September 30, 2020 for goodwill:


Goodwill	2020
Carrying amount at beginning of period	$	1,242
Business acquisition fair value allocation adjustment		(454	)
Foreign currency translation		(63	)

Carrying amount at end of period	$	725

Definite-lived intangibles consist principally of acquired customer relationships, proprietary software and reacquired rights as well as internally developed software. All are amortized straight-line over their estimated useful lives. Amortization expense related to intangible assets was $0.3 million during the nine months ended September 30, 2020. No amortization expense related to intangible assets was recorded during the nine months ended September 30, 2019.

The Company reviews long-lived assets, including definite-lived intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. Recoverability is assessed for the carrying value of assets held for use based on a review of undiscounted projected cash flows. Impairment losses, where identified, are measured as the excess of the carrying value of the long-lived asset over its estimated fair value as determined by discounted projected cash flows.

During the nine months ended September 30, 2020, the Company incurred an intangible asset impairment loss of $0.2 million related to the customer relationships, all of which was incurred during the first quarter of 2020, which is included in selling, general and administrative expenses in the accompanying condensed consolidated statement of operations and comprehensive loss.

Intangible assets as of September 30, 2020 and December 31, 2019 consist of the following:


	Useful Life		As of September 30, 2020					As of December 31, 2019
	Useful Life		Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Customer relationships		1.25 years	$	227	$	(191	)	$	423	$	(55	)
Acquired proprietary software		5 years		143		(26	)		148		(5	)
Reacquired rights		3.87 years		480		(113	)		—		—
Internally developed software		3 years		82		(23	)		75		(4	)

Total intangible assets			$	932	$	(353	)	$	646	$	(64	)

Amortization expense is anticipated to be as follows in future years:


For the Year Ending December 31,
2020 (remaining 3 months)	$	73
2021		189
2022		176
2023		117
2024		24

	$	579

Leases

On January 1, 2019, the Company adopted ASU

No. 2016-02,

Leases

, using the modified retrospective method. The Company elected the package of practical expedients permitted under the transition guidance within the new standard which allowed the Company to carry forward the historical lease classification. Adoption of this standard resulted in the recording of an operating lease

right-of-use

(“ROU”) asset and corresponding operating lease liabilities of $0.7 million on January 1, 2019.

The Company does not record an operating lease ROU asset and corresponding lease liability for leases with an initial term of twelve months or less and recognizes lease expense for these leases as incurred over the lease term. The Company had only one operating lease, which was for its headquarters office in Newtown, Pennsylvania upon the adoption date. As of September 30, 2020, the Company has not entered into any additional lease arrangements, but did modify the existing lease arrangement. Operating lease ROU assets and operating lease liabilities are recognized upon the adoption date based on the present value of lease payments over the lease term. The Company does not have a public credit rating and as such used a corporate yield with a “CCC” rating by S&P Capital IQ with a term commensurate with the term of its lease as its incremental borrowing rate in determining the present value of lease payments. Lease expense is recognized on a straight-line basis over the lease term. The Company’s lease arrangement does not have lease and

non-lease

components which are to be accounted for separately (see Note 6).

Foreign Currency

The Company’s functional currency is the U.S. dollar. Monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars using exchange rates in effect at the balance sheet date. Opening balances related to

non-monetary

assets and liabilities are based on prior period translated amounts, and

non-monetary

assets acquired, and

non-monetary

liabilities incurred are translated at the approximate exchange rate prevailing at the date of the transaction. Revenue and expense transactions are translated at the approximate exchange rate in effect at the time of the transaction. Foreign exchange gains and losses are included in the condensed consolidated statement of operations and comprehensive loss as foreign exchange (loss) gain.

The functional currency of HMC and HCA, the Company’s Canadian subsidiaries, is the CAD$ and the functional currency of HMI and HNR is the USD$. Transactions in foreign currencies are recorded into the functional currency of the relevant subsidiary at the exchange rate in effect at the date of the transaction. Any monetary assets and liabilities arising from these transactions are translated into the functional currency at exchange rates in effect at the balance sheet date or on settlement. Revenues, expenses and cash flows are translated at the weighted-average rates of exchanges for the reporting period. The resulting currency translation adjustments are not included in the Company’s condensed consolidated statements of operations and comprehensive loss for the reporting period, but rather are accumulated and gains and losses are recorded in foreign exchange (loss) gain, as a component of comprehensive loss, within the condensed consolidated statements of operations and comprehensive loss.

Stock-Based Compensation

The Company accounts for all stock-based payments and awards under the fair value-based method. The Company recognizes its stock-based compensation expense using the straight-line method. Compensation cost is not adjusted for estimated forfeitures, but instead is adjusted upon an actual forfeiture of a stock option.

The Company accounts for the granting of stock options to employees and

non-employees

using the fair value method whereby all awards are measured at fair value on the date of the grant. The fair value of all employee-related stock options is expensed over the requisite service period with a corresponding increase to additional

paid-in

capital. Upon exercise of stock options, the consideration paid by the option holder, together with the amount previously recognized in additional

paid-in

capital is recorded as an increase to common stock, while the par value of the shares received is reclassified from additional paid in capital. Stock options granted to employees are accounted for as liabilities when they contain conditions or other features that are indexed to other than a market, performance or service condition.

In accordance with ASU

2018-07,

Improvements to Nonemployee Share-Based Payment Accounting

(“ASU 2018-07”),

stock-based payments to

non-employees

are measured based on the fair value of the equity instrument issued. Compensation expense for

non-employee

stock awards is recognized over the requisite service period following the measurement of the fair value on the grant date over the vesting period of the award.

The Company uses the Black-Scholes option pricing model to calculate the fair value of stock options. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected term of the option, risk-free interest rates, the value of the common stock and expected dividend yield of the common stock. Changes in these assumptions can materially affect the fair value estimate.

Revenue Recognition

In accordance with the FASB’s ASC 606,

Revenue from Contracts with Customers

(“ASC 606”), the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to be entitled in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, it performs the following five steps:

(i)

identify the contract(s) with a customer;

(ii)

identify the performance obligations in the contract;

(iii)

determine the transaction price;

(iv)

allocate the transaction price to the performance obligations in the contract; and

(v)

recognize revenue when (or as) the entity satisfies a performance obligation.

The Company applies the five-step model to contracts when it determines that it is probable it will collect substantially all of the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price, after consideration of variability and constraints, if any, that is allocated to the respective performance obligation when the performance obligation is satisfied.

Product Sales, net

During the first half of 2019, product sales were derived from the sale of the PoNS device and certain support services including services from the use of the NeuroCatch

device, which is owned by HTC and assesses electroencephalogram brain waves related to cognition of patients participating in the PoNS Treatment at neuroplasticity clinics in Canada. The Company acted in an agency capacity for services performed using the NeuroCatch device and remitted CAD$600 for each patient assessed with the NeuroCatch device. According to the supply agreement with each of these clinics, the Company’s performance obligation was met when it delivered the PoNS device to the clinic’s facility and the clinic assumed title of the PoNS device upon acceptance. As such, revenue is recognized at a point in time. Shipping and handling costs associated with outbound freight before control of a product has been transferred to a customer is accounted for as a fulfillment cost and are included in cost of sales. Further, according to the Company’s arrangement with HTC and Heuro, the Company shared 50/50 with Heuro in fees from support services excluding the CAD$600 payment for an assessment using the NeuroCatch device. For the nine months ended September 30, 2019, the Company recorded $1.3 million in product sales, net of $11 thousand for HTC’s portion related to services performed using the NeuroCatch device. As described above, the Company modified its arrangement with HTC on October 30, 2019 and product sales were derived from the sale of the PoNS device alone as the NeuroCatch is sold directly to the neuroplasticity clinics in Canada by HTC. For the nine months ended September 30, 2020, the Company recorded $0.4 million in product sales. As of September 30, 2020, the control of 11 of the 55 PoNS devices included as consideration in the Heuro acquisition had been transferred resulting in revenue of $0.1 million being recognized which is included in the aforementioned $0.4 million in product sales for the nine months ended September 30, 2020. The fair value of the remaining 44 devices is recorded as deferred revenue of $0.3 million on the condensed consolidated balance sheet. The only returns during the nine months ended September 30, 2020 were the result of warranty returns for defective products. These returns were insignificant and any future replacements are expected to be insignificant.

Fee Revenue

During the nine months ended September 30, 2020, the Company recognized $9 thousand of fee revenue related to engaging new neuroplasticity clinics to provide the PoNS Treatment. During the nine months ended September 30, 2019, the Company recognized $49 thousand of fee revenue associated with the Company’s agreement with HTC and Heuro that entitled the Company to 50% of the franchise fees collected by Heuro from each executed franchise agreement. As of September 30, 2020 and December 31, 2019, the Company had no contract assets or liabilities on its condensed consolidated balance sheets related to the supply agreements with each clinic.

License Revenue

The Company did not record any license revenue during the nine months ended September 30, 2019. As described above, the Company modified its arrangement with HTC on October 30, 2019. License revenue will be recognized ratably over the

ten-year

term as the performance obligation is met in connection with the

Co-Promotion

Agreement. During the nine months ended September 30, 2020, the Company recognized revenues of $20 thousand in license fees associated with the

Co-Promotion

Agreement. Revenue not yet recognized of $0.2 million is recorded as deferred revenue on the condensed consolidated balance sheet.

Cost of Sales

Cost of product sales includes the cost to manufacture the PoNS device, royalty expenses, freight charges, customs duties, wages and salaries of employees involved in the management of the supply chain and logistics of fulfilling the Company’s sales orders and certain support services provided by Heuro on the Company’s behalf.

Income Taxes

The Company accounts for income taxes using the asset and liability method. The asset and liability method provide that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

The Company has adopted the provisions of ASC 740

Income Taxes

regarding accounting for uncertainty in income taxes. The Company initially recognizes tax positions in the condensed consolidated financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions are initially and subsequently measured as the largest amount of the tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the tax authority, assuming full knowledge of the position and all relevant facts. Application requires numerous estimates based on available information. The Company considers many factors when evaluating and estimating its tax positions and tax benefits. These periodic adjustments may have a material impact on the condensed consolidated statements of operations and comprehensive loss. When applicable, the Company classifies penalties and interest associated with uncertain tax positions as a component of income tax expense in its condensed consolidated statements of operations and comprehensive loss.

On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions, and technical corrections to tax depreciation methods for qualified improvement property. We continue to examine the impact that the CARES Act may have on our business. Currently, we do not believe the CARES Act will have a material impact on our accounting for income taxes.

Research and Development Expenses

Research and development (“R&D”) expenses consist primarily of personnel costs, including salaries, benefits and stock-based compensation, clinical studies performed by contract research organizations, development and manufacturing of clinical trial devices and devices for manufacturing testing and materials and supplies as well as regulatory costs related to post market surveillance, quality assurance complaint handling and adverse event reporting. R&D costs are charged to operations when they are incurred.

Segment Information

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company operates and manages its business within one operating and reportable segment. Accordingly, the Company reports the accompanying condensed consolidated financial statements in the aggregate in one reportable segment.

Derivative Financial Instruments

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 in accordance with ASC 815,

Derivatives and Hedging

(“ASC 815”). 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 condensed consolidated statements of operations and comprehensive loss. As of September 30, 2020 and December 31, 2019, the Company’s derivative financial instruments accounted for in accordance with ASC 815 were comprised of warrants issued in connection with both public and/or private securities offerings. Upon settlement of a derivative financial instrument, the instrument is

re-measured

at the settlement date and the fair value of the underlying instrument is reclassified to equity.

The classification of derivative financial instruments, including whether such instruments should be recorded as liabilities/assets or as equity, is reassessed at the end of each reporting period. Derivative financial instruments that become subject to reclassification are reclassified at the fair value of the instrument on the reclassification date. Derivative financial instruments will be classified in the condensed consolidated balance sheet as current if the right to exercise or settle the derivative financial instrument lies with the holder.

Fair Value Measurements

The Company accounts for financial instruments in accordance with ASC 820,

Fair Value Measurements and Disclosures

(“ASC 820”). ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below:

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 – Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly; and

Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

The Company’s financial instruments recorded in its condensed consolidated balance sheets consist primarily of cash, accounts receivable, other current receivables, operating lease ROU asset, accounts payable, accrued liabilities, operating lease liability and derivative financial instruments. The book values of these instruments, with the exception of derivative financial instruments,

non-current

lease liability, operating lease ROU asset and

non-current

receivables approximate their fair values due to the immediate or short-term nature of these instruments.

The Company’s derivative financial instruments are classified as Level 3 within the fair value hierarchy. Unobservable inputs used in the valuation of these financial instruments include volatility of the underlying share price and the expected term. See Note 3 for the inputs used in the Black-Scholes option pricing model as of September 30, 2020 and December 31, 2019 and the roll forward of the Company’s derivative financial instruments. The Company’s derivative financial instruments are comprised of warrants which are classified as liabilities.

The following table summarizes the Company’s recurring fair value measurements for derivative financial instruments and stock-based compensation liability within the fair value hierarchy as of September 30, 2020 and December 31, 2019 (amounts in thousands):


	Fair Value		Level 1		Level 2		Level 3
September 30, 2020
Liabilities:
Derivative financial instruments	$	—	$	—	$	—	$	—
December 31, 2019
Liabilities:
Derivative financial instruments	$	5	$	—	$	—	$	5

There were no transfers between any levels for any of the periods presented.

In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company’s assets and liabilities are also subject to nonrecurring fair value measurements. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges. Due to the

COVID-19

pandemic and the related risks and uncertainties, the Company’s customer relationship intangible asset incurred an impairment loss during the nine months ended September 30, 2020 of $0.2 million, all of which was recorded during the first quarter of 2020, and has a remaining net book value of $36 thousand as of September 30, 2020. The fair value of this intangible asset was determined based on Level 3 measurements within the fair value hierarchy. Inputs to these fair value measurements included estimates of the amount and timing of the asset’s net future discounted cash flows based on historical data, current trends and market conditions.

Basic and Diluted Loss per Share

Earnings or loss per share (“EPS”) is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted EPS is computed by dividing net income (loss) by the weighted average of all potentially dilutive shares of common stock that were outstanding during the periods presented.

The treasury stock method is used in calculating diluted EPS for potentially dilutive stock options and share purchase warrants, which assumes that any proceeds received from the exercise of

in-the-money

stock options and share purchase warrants, would be used to purchase common shares at the average market price for the period, unless including the effects of these potentially dilutive securities would be anti-dilutive.

The basic and diluted loss per share for the periods noted below is as follows (amounts in thousands except shares and per share data):


	Nine Months Ended September 30,
	2020			2019
Basic
Numerator:
Net loss	$	(11,595	)	$	(4,450	)

Denominator:
Weighted average common shares outstanding		1,119,639			739,115

Basic net loss per share	$	(10.36	)	$	(6.02	)

Diluted
Numerator:
Net loss, basic	$	(11,595	)	$	(4,450	)
Effect of dilutive securities		—			—

Net loss, diluted	$	(11,595	)	$	(4,450	)
Denominator:
Weighted average common shares outstanding – basic		1,119,639			739,115
Potential common share issuances:
Incremental dilutive shares from equity instruments (treasury stock method)		—			—

Weighted average common shares outstanding		1,119,639			739,115

Diluted net loss per share	$	(10.36	)	$	(6.02	)

The following outstanding securities have been excluded from the computation of diluted weighted shares outstanding for the periods noted below, as they would have been anti-dilutive due to the Company’s losses for the nine months ended September 30, 2020 and 2019 and because the exercise price of certain of these outstanding securities was greater than the average closing price of the Company’s common stock.


	Nine Months Ended September 30,
	2020		2019
Stock options outstanding		112,224		103,693
RSUs		164		—
Warrants outstanding		265,583		86,960

Total		337,971		190,653

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU

2016-13,

Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

, which requires measurement and recognition of expected credit losses for financial assets held and requires enhanced disclosures regarding significant estimates and judgments used in estimating credit losses. In November 2019, the FASB issued ASU

2019-10,

Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842): Effective Dates

, which amends the effective date of ASU

2016-13.

Public business entities that meeting the definition of an SEC filer, excluding entities eligible to be a Smaller Reporting Company (“SRC”) as defined by the SEC, are required to adopt the standard for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. All other entities are required to adopt the standard for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company meets the definition of an SRC and therefore the standard will not be effective until the beginning of 2023. The Company is evaluating the effect that ASU

2016-13

will have on its consolidated financial statements.

In August 2018, the FASB issued ASU

2018-13,

Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement

, which adds disclosure requirements to Topic 820 for the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. This ASU is effective for interim and annual reporting periods beginning after December 15, 2019. The Company adopted this standard as of January 1, 2020 and the adoption did not have a material impact on the Company’s condensed consolidated financial statements.

In November 2018, FASB issued ASU

2018-18,

ollaborative Arrangements (Topic 808): Clarifying the Interaction Between Topic 808 and Topic 606,

which, among other things, provides guidance on how to assess whether certain collaborative arrangement transactions should be accounted for under Topic 606. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. The Company adopted this standard on January 1, 2020 and the adoption did not have a material impact on the Company’s condensed consolidated financial statements.

2.	SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company’s reporting currency is the U.S. Dollar (“USD$”).

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 significant financing component associated with revenue, fair value-pricing model for stock-based compensation and derivative financial instruments. Financial statements include estimates, which, by their nature, are uncertain. Actual results could differ from those estimates.

Principles of Consolidation

The accompanying consolidated financial statements reflect the operations of Helius Medical Technologies, Inc. and its wholly owned subsidiaries. The usual condition for a controlling financial interest is ownership of a majority of the voting interests of an entity. However, a controlling financial interest may also exist through arrangements that do not involve controlling voting interests. As such, the Company applies the guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810 –

Consolidation

(“ASC 810”)

to determine when an entity that is insufficiently capitalized or not controlled through its voting interests, referred to as a variable interest entity should be consolidated (see Note 8). All intercompany balances and transactions have been eliminated. Certain prior period amounts have been reclassified to conform to current period presentation.

Concentrations of Credit Risk

after-tax

rate of return.

Receivables

Accounts receivables are stated at their net realizable value. In determining the appropriate allowance for doubtful accounts, the Company considers a combination of factors, such as the aging of trade receivables, its customers’ financial strength, and payment history. Changes in these factors, among others, may lead to adjustments in the Company’s allowance for doubtful accounts. The calculation of the required allowance requires judgment by Company management. As of December 31, 2019, the Company’s accounts receivable of $0.4 million, is net of an allowance for doubtful accounts of $0.2 million and is the result of revenue from product sales. As of December 31, 2018, accounts receivable consisted primarily of amounts owed related to license revenue of approximately $0.5 million recognized in 2018 resulting from the Company’s arrangement with HTC and Heuro, of which $0.3 million was classified as a

non-current

receivable. As described below, the Company modified its arrangement with HTC on October 30, 2019.

Other receivables included refunds from research and development (“R&D”) tax credits of $0.2 million and Goods and Services Tax and Quebec Sales Tax refunds related to the Company’s Canadian expenditures of $0.1 million as of December 31, 2019. Other receivables included refunds from research and development (“R&D”) tax credits of $0.1 million as of December 31, 2018.

Inventory

As of December 31, 2019 and 2018, inventory consisted of the following (amounts in thousands):


	As of December 31, 2019			As of December 31, 2018
Raw materials	$	144		$	392
Work-in-process		375			—
Finished goods		129			—

Inventory	$	648		$	392

Inventory reserve		(50	)		—

Total inventory, net of reserve	$	598		$	392

Property and Equipment

Property and equipment are carried at cost, less accumulated depreciation. Depreciation is recognized using the straight-line method over the useful lives of the related asset or the term of the related lease. Expenditures for maintenance and repairs, which do not improve or extend the expected useful life of the assets, are expensed to operations while major repairs are capitalized. The estimated useful life of its leasehold improvements is over the shorter of its lease term or useful life of 5 years, the estimated useful life of furniture and fixtures is 7 years; equipment has an estimated useful life of 15 years and computer software and hardware has an estimated useful life of 3 to 5 years.

The following tables summarizes the Company’s property and equipment as of December 31, 2019 and 2018 (amounts in thousands):


	As of December 31,
	2019			2018
Leasehold improvement	$	182		$	182
Furniture and fixtures		247			185
Equipment		286			219
Computer hardware and software		182			44
Property and equipment		897			630
Less accumulated depreciation		(185	)		(76	)

Property and equipment, net	$	712		$	554

Depreciation expense of $127 thousand and $59 thousand for the years ended December 31, 2019 and 2018, respectively. During 2019, the Company

wrote-off

$17 thousand of fully depreciated software.

Business Combinations

re-measured

on a recurring basis. It is classified as a liability based on appropriate GAAP.

On October 30, 2019, the Company and HTC entered into a Share Purchase Agreement (the “SPA”) whereby the Company, through its wholly owned subsidiary, acquired Heuro from HTC. Under the terms of the SPA, total consideration of approximately CAD$2.1 million (USD$1.6 million) was paid to HTC, which included (1) cash of CAD$0.5 million (USD$0.4 million), (2) delivery of 55 PoNS devices for which the fair value was determined to be CAD$0.5 million (USD$0.4 million), (3) the CAD$750 thousand (USD$0.6 million) receivable from the September 2018 strategic alliance agreement and (4) the sale of exclusivity rights granted to HTC in the

Co-Promotion

The operating results of Heuro have been included in the consolidated statement of operations and comprehensive loss since the date of the acquisition.

The acquisition related costs were $0.1 million and were accounted for as selling, general and administrative expenses in the consolidated statement of operations and comprehensive loss.

Supplemental proforma financial information has not been presented here because the proforma effects of this acquisition are not material to the Company’s reported results for any period presented.

The following table summarizes the recognized fair values of identifiable assets acquired and liabilities assumed as of October 30, 2019:


Assets:	October 30, 2019 Fair Value
Cash and cash equivalents	$	1
Other receivables		19
Fixed assets		7
Intangibles		564
Goodwill		1,226

Total assets	$	1,817

Liabilities:
Accounts payable		186
Other current liabilities		9

Total liabilities	$	195

Net assets acquired	$	1,622

The fair values assigned to identifiable intangible assets assumed were based on management’s current estimates and assumptions and is considered preliminary. The Company believes that the most recent information available provides a reasonable basis for assigning fair value, but anticipates receiving additional information, and as such, the provisional measurements of fair value are subject to change. The Company will finalize the amounts recognized as it obtains the information necessary to complete the analysis, but no later than one year from the acquisition date.

Acquired intangibles consisted of customer relationships and proprietary technology. The remaining useful life at acquisition was 1.25 years and 5 years, respectively, and the acquired intangibles are amortized using the straight-line method.

Factors considered by the Company in determination of goodwill include synergies, strategic fit and other benefits that do not meet the recognition criteria of acquired identifiable intangible assets. The recognized goodwill of $1.2 million is not expected to be deductible for tax purposes.

The fair value of the 55 PoNS devices in the amount of CAD$0.5 million will be recognized as revenue within the consolidated statements of operations and comprehensive loss once control has been transferred in accordance with ASC 606. As of December 31, 2019, the control had not been transferred resulting in the fair value being recorded as deferred revenue on the consolidated balance sheet.

In connection with the SPA, on October 30, 2019, the Company entered into a Clinical Research and

Co-Promotion

Agreement with HTC (the

“Co-Promotion

Agreement”), whereby each company will promote the sales of the PoNS Treatment and the NeuroCatch

device throughout Canada. This

co-promotion

Co-Promotion

Agreement had a fair value of CAD$360 thousand at the time of acquisition. License revenue will be recognized in connection with the

Co-Promotion

Agreement ratably over the ten year term.

Goodwill and Other Intangible Assets

Goodwill represents the excess of purchase price over the fair values underlying net assets acquired in an acquisition. All of the Company’s goodwill as of December 31, 2019 is the result of the Heuro acquisition discussed above. Goodwill is not amortized, but rather will be tested annually for impairment or more frequently if events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Company will test goodwill for impairment annually in the fourth quarter of each year using data as of October 1 of that year.

Goodwill is allocated to, and evaluated for impairment at the Company’s one identified reporting unit. Goodwill is tested for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation is an assessment of factors to determine whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount. The Company may elect not to perform the qualitative assessment for its reporting unit and perform the quantitative impairment test. The quantitative goodwill impairment test requires the Company to compare the carrying value of the reporting unit’s net assets to the estimated fair value of the reporting unit.

Definite-lived intangibles consist principally of acquired customer relationships and proprietary software as well as internally developed software. All are amortized straight-line over their estimated useful lives.

Intangible assets as of December 31, 2019 consist of the following:


			As of December 31, 2019
	Useful Life		Gross Carrying Amount		Accumulated Amortization
Customer relationships		1.25 years	$	423	$	(55	)
Acquired proprietary software		5 years		148		(5	)
Internally developed software		3 years		75		(4	)

Total intangible assets			$	646	$	(64	)

Amortization expense related to the intangible assets was $64 thousand for the year ended December 31, 2019.

Amortization expense is anticipated to be as follows in future years:


For the Year Ending December 31,
2020	$	393
2021		83
2022		51
2023		30
2024		25

	$	582

Internally Developed Software Costs

The Company follows ASC

350-40,

Accounting for the Costs of Computer Software Developed or Obtained for Internal Use, in accounting for its internally developed software costs. Costs incurred during the preliminary project work stage or conceptual stage, such as determining the performance requirements, system requirements and data conversion, are expensed as incurred. Costs incurred in the application development phase, such as coding, testing for new software and upgrades that result in additional functionality, are capitalized and are amortized using the straight-line method over the useful life of the software, which was determined to be three years. Amortization of these capitalized costs commences when the software becomes ready for its intended use. Costs incurred during the post-implementation stage, such as maintenance and application training, are expensed as incurred.

Leases

On January 1, 2019, the Company adopted ASU

No. 2016-02,

Leases

right-of-use

(“ROU”) asset and corresponding operating lease liabilities of $0.7 million. The Company’s condensed consolidated balance sheets for reporting periods beginning on or after January 1, 2019 are presented under the new guidance, while prior period amounts were not adjusted and continue to be reported in accordance with previous guidance.

The Company does not record an operating lease ROU asset and corresponding lease liability for leases with an expected term of twelve months or less and recognizes lease expense for these leases as incurred over the lease term. As of December 31, 2019, the Company had only one operating lease, which was for its headquarters office in Newtown, Pennsylvania upon the adoption date. As of December 31, 2019, the Company has not entered into any additional lease arrangements. Operating lease ROU assets and operating lease liabilities are recognized upon the adoption date based on the present value of lease payments over the lease term. The Company does not have a public credit rating and as such used a corporate yield with a “CCC” rating by S&P Capital IQ with a term commensurate with the term of its lease as its incremental borrowing rate in determining the present value of lease payments. Lease expense is recognized on a straight-line basis over the lease term. The Company’s lease arrangement does not have lease and

non-lease

components which are to be accounted for separately. As of December 31, 2019, approximately $0.1 million of the Company’s operating lease ROU asset had been amortized (see Note 7).

Foreign Currency

Prior to April 1, 2018, the Company’s functional currency was the Canadian dollar (“CAD$”). Translation gains and losses from the application of the USD$ as the reporting currency during the period that the Canadian dollar was the functional currency were included as part of cumulative currency translation adjustment, which is reported as a component of stockholders’ equity (deficit) as accumulated other comprehensive income (loss).

The Company

re-assessed

its functional currency and determined that, as of April 1, 2018, its functional currency had changed from the CAD$ to the USD$ based on management’s analysis of changes in the primary economic environment in which the Company operates. The change in functional currency was accounted for prospectively from April 1, 2018 and financial statements prior to and including the period ended March 31, 2018 were not restated for the change in functional currency.

For periods commencing April 1, 2018, monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars using exchange rates in effect at the balance sheet date. Opening balances related to

non-monetary

assets and liabilities are based on prior period translated amounts, and

non-monetary

assets acquired, and

non-monetary

liabilities incurred after April 1, 2018 are translated at the approximate exchange rate prevailing at the date of the transaction. Revenue and expense transactions are translated at the approximate exchange rate in effect at the time of the transaction. Foreign exchange gains and losses are included in the consolidated statement of operations and comprehensive loss as foreign exchange gain (loss).

The functional currency of HMC and HCA, the Company’s Canadian subsidiaries, is the CAD$ and the functional currency of HMI and HNR is the USD$. Transactions in foreign currencies are recorded into the functional currency of the relevant subsidiary at the exchange rate in effect at the date of the transaction. Any monetary assets and liabilities arising from these transactions are translated into the functional currency at exchange rates in effect at the balance sheet date or on settlement. Revenues, expenses and cash flows are translated at the weighted-average rates of exchanges for the reporting period. The resulting currency translation adjustments are not included in the Company’s consolidated statements of operations and comprehensive loss for the reporting period, but rather are accumulated and gains and losses are recorded in foreign exchange gain (loss), as a component of comprehensive loss, within the consolidated statements of operations and comprehensive loss.

Stock-Based Compensation

The Company accounts for all stock-based payments and awards under the fair value-based method. The Company recognizes its stock-based compensation expense using the straight-line method.

The Company accounts for the granting of stock options to employees and

non-employees

using the fair value method whereby all awards are measured at fair value on the date of the grant. The fair value of all employee stock options is expensed over the requisite service period with a corresponding increase to additional

paid-in

capital. Upon exercise of stock options, the consideration paid by the option holder is recorded in additional

paid-in

capital, while the par value of the shares received is reclassified from additional paid in capital to common stock. Stock options granted to employees are accounted for as liabilities when they contain conditions or other features that are indexed to other than a market, performance or service conditions.

Prior to the adoption of ASU

No. 2018-07,

Improvements to Nonemployee Share-Based Payment Accounting (“ASU

2018-07”)

during the third quarter of 2018,

stock-based payments to

non-employees

were measured at the fair value of the consideration received, or the fair value of the equity instruments issued, or liabilities incurred, whichever was more reliably measurable, and the fair value of stock-based payments to

non-employees

was

re-measured

at the end of each reporting period until the counterparty performance was completed, with any change therein recognized over the vesting period of the award and in the same manner as if the Company had paid cash instead of paying with or using equity-based instruments. The fair value of the stock-based payments to

non-employees

that were fully vested and

non-forfeitable

as of the grant date was measured and recognized at that date. Following the adoption of ASU

2018-07,

stock-based payments to

non-employees

are now being measured based on the fair value of the equity instrument issued and compensation expense for

non-employee

stock awards is recognized over the requisite service period following the measurement of the fair value on the grant date over the vesting period of the award.

The Company uses the Black-Scholes option-pricing model to calculate the fair value of stock options. The use of the Black-Scholes option-pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected term of the option, risk-free interest rates, the value of the common stock and expected dividend yield of the common stock. Changes in these assumptions can materially affect the fair value estimate.

Awards of options that provide for an exercise price that is not denominated in: (a) the currency of a market in which a substantial portion of the Company’s equity securities trades in, (b) the currency in which the employee’s pay is denominated, or (c) the Company’s functional currency, are required to be classified as liabilities. The change in the Company’s functional currency, effective April 1, 2018 resulted in the reclassification of outstanding stock options that were previously denominated in CAD$ from equity- to liability-classified options (see Note 4). Liability classified options are

re-measured

to their fair values at the end of each reporting date with changes in the fair value recognized in stock-based compensation expense or additional

paid-in

capital until settlement or cancellation. Under FASB’s ASC 718 – Compensation – Stock Compensation, when an award is reclassified from equity to liability, if at the reclassification date the original vesting conditions are expected to be satisfied, then the minimum amount of compensation cost to be recognized is based on the grant date fair value of the original award. Fair value changes below this minimum amount are recorded in additional

paid-in

capital. In June 2018, the Company’s Board of Directors approved subject to the consent of the holders of such options the modification of outstanding stock options with exercise prices denominated in CAD$ to convert the exercise prices of such options to USD$ based on the prevailing USD$/CAD$ exchange rates on the dates of the grants for such modified stock options. During the third quarter of 2018, employee and

non-employee

option holders owning stock options representing an aggregate of 78,318 shares of common stock consented to the modification. Employee stock options with a fair value of $10.3 million on August 8, 2018, which were previously classified as stock-based compensation liability, were reclassified to equity during the third quarter of 2018. Following these reclassifications, the Company no longer has any liability-classified stock options (see Note 4).

Revenue Recognition

In accordance with FASB’s ASC 606,

Revenue from Contracts with Customers

, (“ASC 606”), the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to be entitled in exchange for those goods or services, in an amount that reflects the consideration which the Company expects to be entitled in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, it performs the following five steps:

(i)

identify the contract(s) with a customer;

(ii)

identify the performance obligations in the contract;

(iii)

determine the transaction price;

(iv)

allocate the transaction price to the performance obligations in the contract; and

(v)

recognize revenue when (or as) the entity satisfies a performance obligation.

License Revenue

Prior to the fourth quarter of 2018, the Company had not generated revenue. During the fourth quarter of 2018, as part of its exclusive strategic alliance agreement, the Company transferred a license to Heuro in order for it to develop the clinic systems to facilitate the commercialization of the PoNS Treatment in Canada. The license was a functional license as it had stand-alone functionality. As such, the Company recognized revenue once control transferred, which occurred in the fourth quarter of 2018 when regulatory approval of the PoNS device in Canada was obtained and the commercialization of the product, as defined within the agreement, began. The agreement provided to pay the Company CAD$750 thousand in three annual payments of CAD$250 thousand beginning December 31, 2019, in consideration for the exclusivity right the Company granted to Heuro. The Company considered this to be a significant financing component and as such, the amount reflected in its consolidated statements of operations and comprehensive loss was discounted. The discount rate utilized to measure revenue and the related receivable was determined based on the rate that would be reflected in a separate financing transaction with the customer. During the fourth quarter of 2018, the Company recognized revenues of $0.5 million in license fees when it satisfied its performance obligation. As described above, the Company modified its arrangement with HTC on October 30, 2019. License revenue will be recognized ratably over the ten year term as the performance obligation is met in connection with the

Co-Promotion

Agreement. During the fourth quarter of 2019, the Company recognized revenues of $5 thousand in license fees associated with the

Co-Promotion

Agreement. Revenue not yet recognized of $0.3 million is recorded as deferred revenue on the consolidated balance sheet.

Product Sales, net

During the first half of 2019, product sales were derived from the sale of the PoNS device and certain support services including services from the use of the NeuroCatch

device, which is owned by HTC and assesses electroencephalogram brain waves related to cognition of patients participating in the PoNS Treatment at neuroplasticity clinics in Canada. The Company acted in an agency capacity for services performed using the NeuroCatch device and remitted CAD$600 for each patient assessed with the NeuroCatch device. According to the supply agreement with each of these clinics, the Company’s performance obligation was met when it delivered the PoNS device to the clinic’s facility and the clinic assumed title of the PoNS device upon acceptance. As such, revenue is recognized at a point in time. Shipping and handling costs associated with outbound freight before control of a product has been transferred to a customer are accounted for as a fulfillment cost and are included in cost of sales. Further, according to the Company’s arrangement with HTC and Heuro, the Company shared 50/50 with Heuro in fees from support services excluding the CAD$600 payment for an assessment using the NeuroCatch device. Subsequent to July 1, 2019, product sales were derived from the sale of the PoNS device alone as the NeuroCatch is sold directly to the neuroplasticity clinics in Canada by HTC. For the year ended December 31, 2019, the Company recorded $1.5 million in product sales net of $11 thousand for HTC’s portion related to assessments using the NeuroCatch device. As described above, the Company modified its arrangement with HTC on October 30, 2019. As of December 31, 2019, the control of the 55 PoNS devices included as consideration in the Heuro acquisition had not been transferred resulting in the fair value of the devices being recorded as deferred revenue of $0.4 million on the consolidated balance sheet. Revenue will be recognized for these devices as control is transferred. The only returns during 2019 were the result of warranty returns for defective products. These returns were insignificant during the year and any future replacements are expected to be immaterial.

Fee Revenue

During the first half of 2019, the Company’s agreement with HTC and Heuro also entitled the Company to 50% of the franchise fees collected by Heuro from each franchise agreement Heuro executed with neuroplasticity clinics engaged in providing the PoNS Treatment. For the year ended December 31, 2019, the Company recognized $37 thousand as its 50% portion of the franchise fees. There were 3 franchise agreements entered into for the year ended December 31, 2019, all of which occurred in the first half of the year.

As of December 31, 2019, the Company had recorded $0.2 million in current receivables, net and had no contract assets or liabilities on its consolidated balance sheets related to the supply agreements with each clinic. As of December 31, 2019, the Company did not have any receivables on its consolidated balance sheets related to license revenue pursuant to the Company’s arrangement with HTC and Heuro due to the modification of its arrangement with HTC on October 30, 2019. As of December 31, 2018, the Company has recorded $0.2 million and $0.3 million in current and

non-current

receivables, respectively, and had no contract assets or liabilities on its consolidated balance sheets related to license revenue pursuant to the Company’s arrangement with HTC and Heuro.

Cost of Sales

Income Taxes

The Company accounts for income taxes using the asset and liability method. The asset and liability method provide that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

The Company has adopted the provisions of ASC 740

Income Taxes

regarding accounting for uncertainty in income taxes. The Company initially recognizes tax positions in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions are initially and subsequently measured as the largest amount of the tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the tax authority, assuming full knowledge of the position and all relevant facts. Application requires numerous estimates based on available information. The Company considers many factors when evaluating and estimating its tax positions and tax benefits. These periodic adjustments may have a material impact on the consolidated statements of operations and comprehensive loss. When applicable, the Company classifies penalties and interest associated with uncertain tax positions as a component of income tax expense in its consolidated statements of operations and comprehensive loss.

Research and Development Expenses

Segment Information

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company operates and manages its business within one operating and reportable segment. Accordingly, the Company reports the accompanying consolidated financial statements in the aggregate in one reportable segment.

Derivative Financial Instruments

Derivatives and Hedging

. 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 condensed consolidated statements of operations and comprehensive loss. As of December 31, 2019 and 2018, the Company’s derivative financial instruments were comprised of warrants issued in connection with both public and/or private securities offerings. During the third quarter of 2018, the

non-employee

stock options were reclassified to equity following the modification of these stock options. Upon settlement of a derivative financial instrument, the instrument is

re-measured

at the settlement date and the fair value of the underlying instrument is reclassified to equity (see Note 4).

The classification of derivative financial instruments, including whether such instruments should be recorded as liabilities/assets or as equity, is reassessed at the end of each reporting period. Derivative financial instruments that become subject to reclassification are reclassified at the fair value of the instrument on the reclassification date. Derivative financial instruments will be classified in the consolidated balance sheet as current if the right to exercise or settle the derivative financial instrument lies with the holder.

Fair Value Measurements

The Company accounts for financial instruments in accordance with ASC 820,

Fair Value Measurements and Disclosures

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 – Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly; and

Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

The Company’s financial instruments recorded in its consolidated balance sheets consist primarily of cash, receivables, accounts payable, accrued liabilities, and derivative financial instruments. The book values of these instruments, with the exception of derivative financial instruments and

non-current

receivables, approximate their fair values due to the immediate or short-term nature of these instruments.

The Company’s derivative financial instruments are classified as Level 3 within the fair value hierarchy and required to be recorded at fair value on a recurring basis. Unobservable inputs used in the valuation of these financial instruments include volatility of the underlying share price and the expected term. See Note 3 for the inputs used in the Black-Scholes option-pricing model as of December 31, 2019 and 2018 and the roll forward of the derivative financial instruments. The Company’s derivative financial instruments are comprised of warrants which are classified as liabilities.

The following table summarizes the Company’s derivative financial instruments and stock-based compensation liability within the fair value hierarchy as of December 31, 2019 and 2018 (amounts in thousands):


	Fair Value		Level 1		Level 2		Level 3
December 31, 2019
Liabilities:
Derivative financial instruments	$	5	$	—	$	—	$	5
December 31, 2018
Assets:
Non-current receivable	$	294	$	—	$	—	$	294
Liabilities:
Derivative financial instruments	$	13,769	$	—	$	—	$	13,769

There were no transfers between any of the levels during the years ended December 31, 2019 and 2018.

Basic and Diluted Income (Loss) per Share

The treasury stock method is used in calculating diluted EPS for potentially dilutive stock options and share purchase warrants, which assumes that any proceeds received from the exercise of

in-the-money

The basic and diluted loss per share for the periods noted below is as follows (amounts in thousands, except for share and per share amounts):


	For the Year Ended December 31,
	2019			2018
Basic and Diluted
Numerator
Net loss	$	(9,781	)	$	(28,623	)
Denominator
Weighted-average common shares outstanding – basic and diluted		752,932			651,034

Basic and diluted net loss per share	$	(12.99	)	$	(43.97	)

The following outstanding securities have been excluded from the computation of diluted weighted shares outstanding for the periods noted below, as they would have been anti-dilutive due to the Company’s losses for the years ended December 31, 2019 and 2018 and because the exercise price of certain of these outstanding securities were greater than the average closing price of the Company’s common stock.


	For the Year Ended December 31,
	2019		2018
Options outstanding		99,018		94,475
RSUs		788		27
Warrants outstanding		86,958		114,406

Total		186,764		208,908

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU

2016-13,

Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

2019-10,

Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842): Effective Dates

, which amends the effective date of ASU

2016-13.

Public business entities that meeting the definition of an SEC filer, excluding entities eligible to be a Small Reporting Company (“SRC”) as defined by the SEC, are required to adopt the standard for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. All other entities are required to adopt the standard for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company meets the definition of an SRC and therefore the standard will not be effective until the beginning of 2023. The Company is evaluating the effect that ASU

2016-13

will have on its consolidated financial statements.

In August 2018, the FASB issued ASU

2018-13,

Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement

, which adds disclosure requirements to Topic 820 for the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. This ASU is effective for interim and annual reporting periods beginning after December 15, 2019. The Company will adopt the standard as of January 1, 2020 and anticipates an increase in Level 3 fair value disclosures within the footnotes to the consolidated financial statements.

In November 2018, FASB issued ASU

2018-18,

ollaborative Arrangements (Topic 808): Clarifying the Interaction Between Topic 808 and Topic 606,

which, among other things, provides guidance on how to assess whether certain collaborative arrangement transactions should be accounted for under Topic 606. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. The Company will adopt the standard as of January 1, 2020. In conjunction with the acquisition of Heuro on October 30, 2019, the Company entered into a

co-promotion

agreement with HTC which meets the definition of a collaborative agreement. Certain components of the

co-promotion

agreement fall under the scope of ASC 606 and will be accounted for accordingly.

Common Stock and Warrants

9 Months Ended

12 Months Ended

Sep. 30, 2020

Dec. 31, 2019

Equity [Abstract]

Common Stock and Warrants

3.	COMMON STOCK AND WARRANTS

The Company’s authorized capital stock pursuant to its Delaware charter consists of 150,000,000

authorized shares of common stock, at a par value per share of $0.001

and 10,000,000

authorized shares of preferred stock at a par value per share of $0.001

. Holders of common stock are entitled to vote at any meeting of the Company’s stockholders on the basis of one

vote per share of common stock owned as of the record date of such meeting. Each share of common stock entitles the holder to receive dividends, if any, as declared by the Company’s Board of Directors.

No dividends have been declared since inception of the Company through September 30

, 2020

. In the event of a liquidation, dissolution or

winding-up

of the Company, other distribution of assets of the Company among its stockholders for the purposes of

winding-up

its affairs or upon a reduction of capital, the stockholders shall, share equally, share for share, in the remaining assets and property of the Company.

On April 13

, 2018

, the Company issued 61,197 shares of its common stock and warrants to purchase 61,197 shares of the Company’s common stock in an underwritten public offering at a price of $261.45 per share and accompanying warrant. On April 24

, 2018

, the Company closed on the sale of an additional 9,179 shares of its common stock and warrants to purchase 9,179 shares of the Company’s common stock pursuant to the exercise of the underwriters’ over-allotment option (collectively the “April 2018

Offering”). The Company received net proceeds of $16.3 million from the April 2018

Offering. The fair value of these warrants at issuance was approximately $7.4

million.

Each warrant issued in connection with the April 2018

Offering entitles the holder to acquire one additional share of common stock at an exercise price of CAD$428.75 per share on or before April 10, 2021. Pursuant to the guidance of ASC 815

Derivatives and Hedging

, the Company has determined that warrants issued in connection with the April 2018

Offering should be accounted for as liabilities as the ability to maintain an effective registration is outside of the Company’s control and that it may be required to settle the exercise of the warrants in cash and because, as a result of the change in the Company’s functional currency (see Note 2)

, the exercise prices of these warrants are in a currency other than the Company’s functional currency. Consequently, the Company determined the fair value of each warrant issuance using the Black-Scholes option pricing model, with the remainder of the proceeds allocated to the common shares. As of September 30

, 2020

, 2,025 warrants had been exercised, all during 2018

, for gross proceeds of CAD$0.9

million.

The following table summarizes the weighted average assumptions used in estimating the fair value of the warrants issued in the April 2018

Offering using the Black-Scholes option pricing model as of the date of the initial closing of the offering and the date of the closing of the over-allotment option and September 30

, 2020


	September 30, 2020			April 24, 2018			April 13, 2018
Stock price	CAD$	18.55		CAD$	376.60		CAD$	344.75
Exercise price	CAD$	428.75		CAD$	428.75		CAD$	428.75
Warrant term		0.53 years			3.00 years			3.00 years
Expected volatility		107.16	%		64.49	%		64.20	%
Risk-free interest rate		0.16	%		2.02	%		1.99	%
Dividend rate		0.00	%		0.00	%		0.00	%

On November 22

, 2019

, the Company issued 4,815,010

shares of its common stock in an underwritten public offering at a price of $0.35

per share. The Company received net proceeds of $1.1

million.

On January 27

, 2020

, the Company filed a Form

S-3

shelf registration under the Securities Act which was declared effective by the SEC on February 6

, 2020

(the “2020

Shelf”). In conjunction with the 2020

Shelf, on January 27

, 2020

, the Company entered into an At The Market Offering Agreement (the “2020

ATM”) with H.C. Wainwright & Co., LLC (“Wainwright”) under which the Company may offer and sell, from time to time at its sole discretion, to or through Wainwright, acting as agent and/or principal, shares of its common stock having an aggregate offering price of up to $11.34 million, which, in March 2020

, was subsequently reduced to $9.15 million, including the shares previously sold under the 2020

ATM. For the nine

months ended September 30

, 2020

, under the 2020

ATM, the Company sold and issued 8,138,808

shares of its common stock with an aggregated market value of $5.0

million at an average price of $0.62

per share and paid Wainwright a sales commission of approximately $181

thousand related to those shares.

On March 20

, 2020

, the Company, in a registered direct offering, issued an aggregate of 6,257,144 shares of its common stock at a price of $0.35 per share. Additionally, the Company issued unregistered warrants in a concurrent private placement to purchase up to 6,257,144 shares of its common stock at an exercise price of $0.46 per share. Gross proceeds from the offering (the “March 2020

Offering”) were approximately $2.2

million. The underwriting discounts and commissions and offering expenses of $0.3

million were recorded to share issuance costs.

Each warrant issued in connection with the March 2020

Offering entitles the holder to acquire one additional share of common stock at an exercise price of $0.46 per share, which became exercisable on September 20

, 2020

and will expire on March 20, 2025. Pursuant to the guidance of ASC 480

Distinguishing Liabilities from Equity

and ASC 815

Derivatives and Hedging

, the Company has determined that warrants issued in connection with the March 2020

Offering should be classified as equity as the warrants can be settled with unregistered shares. The relative fair value of these warrants at issuance was approximately $0.8

million and was included in additional

paid-in

capital.

The following table summarizes the weighted average assumptions used in estimating the fair value of the warrants granted in the March 2020 Offering using the Black-Scholes option pricing model as of the date of the closing of the offering on March 20, 2020.


	March 20, 2020
Stock price	$	12.25
Exercise price	$	16.10
Warrant term		5.50 years
Expected volatility		82.41	%
Risk-free interest rate		0.52	%
Dividend rate		0.00	%

The following table summarizes warrants accounted for as liabilities and recorded as derivative financial instruments on the Company’s condensed consolidated balance sheets for the nine months ended September 30, 2020 and 2019 (amounts in thousands):


	Nine Months Ended September 30,
	2020			2019
Fair value of warrants at beginning of period	$	5		$	13,769
Exercise of warrants		—			(35	)
Foreign exchange losses		(1	)		382
Change in fair value of warrants during the period		(4	)		(14,033	)

Fair value of warrants at end of period	$	—		$	83

These warrants which are classified as derivative financial instruments in the Company’s condensed consolidated balance sheets are required to be

re-measured

at each reporting period, with the change in fair value recorded as a gain or loss in the change in fair value of derivative financial instruments, included in other income (expense) in the Company’s condensed consolidated statements of operations and comprehensive loss. The fair value of the warrants will continue to be classified as a liability until such time as they are exercised, expire or there is an amendment to the respective agreements that renders these financial instruments to be no longer classified as such.

The fair value of all warrants classified as derivative financial instruments outstanding as of September 30, 2020 and December 31, 2019 were estimated using the Black-Scholes option pricing model with the following weighted average assumptions:


	September 30, 2020			December 31, 2019
Stock price	CAD$	18.55		CAD$	43.05
Exercise price	CAD$	428.75		CAD$	428.75
Warrant term		0.53 years			1.28 years
Expected volatility		107.16	%		72.43	%
Risk-free interest rate		0.16	%		1.72	%
Dividend rate		0.00	%		0.00	%

The following is a summary of the Company’s warrant activity during the nine months ended September 30, 2020:


	Number of Warrants					Weighted Average Exercise Price
	CAD		US			CAD$		USD$
Outstanding as of December 31, 2019		68,351		18,607		$	428.75	$	428.40
Granted		—		178,776			—		16.10
Cancelled/Expired		—		(151	)		—		376.25
Exercised		—		—			—		—

Outstanding as of September 30, 2020		68,351		197,232		$	428.75	$	54.71

The Company’s warrants outstanding and exercisable as of September 30, 2020 were as follows:


Number of Warrants Outstanding		Exercise Price		Expiration Date
	7,740		USD$428.75	December 22, 2020
	4,886		USD$428.75	December 28, 2020
	5,830		USD$428.75	December 29, 2020
	68,351		CAD$428.75	April 10, 2021
	178,776		USD$16.10	March 20, 2025

	265,583

3.	COMMON STOCK AND WARRANTS

On June 28, 2018, at the Company’s 2018 Annual Meeting of Shareholders, the Company’s shareholders approved the Company’s reincorporation from the state of Wyoming to the state of Delaware. On July 20, 2018, the Company completed its reincorporation from Wyoming to the state of Delaware.

As a result, following the Company’s reincorporation, the Company’s authorized capital stock pursuant to its Delaware charter consists of 150,000,000 authorized shares of common stock, at a par value per share of $0.001 and 10,000,000 authorized shares of preferred stock at a par value per share of $0.001. Holders of common stock are entitled to vote at any meeting of the Company’s stockholders on the basis of one vote per share of common stock owned as of the record date of such meeting. Each share of common stock entitles the holder to receive dividends, if any, as declared by the Company’s Board of Directors.

No dividends have been declared since inception of the Company through December 31, 2019. In the event of a liquidation, dissolution or

winding-up

of the Company, other distribution of assets of the Company among its stockholders for the purposes of

winding-up

its affairs or upon a reduction of capital, the stockholders shall, share equally, share for share, in the remaining assets and property of the Company.

On April 18, 2016, the Company closed its short form prospectus offering in Canada and a concurrent U.S. private placement (the “April 2016 Offering”) of units (the “Units”) with gross proceeds to the Company of $7.2 million through the issuance of Units at a price of CAD$175.00 per Unit. Each Unit consists of one share of common stock in the capital of the Company (a “Common Share’) and

one-half

of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitled the holder thereof to acquire one additional Common Share at an exercise price of CAD$262.50 on or before April 18, 2019. Mackie Research Capital Corporation (the “Agent”) acted as agent and sole bookrunner in connection with the April 2016 Offering. The Company paid the Agent a cash commission of $0.3 million and granted to the Agent compensation options exercisable to purchase 2,491 Units at an exercise price of CAD$175.00 per Unit for a period of

24 months

from the closing of the April 2016 Offering. The Company incurred other cash issuance costs of $1.1 million related to this offering. During the year ended December 31, 2019, 1,096 warrants were exercised. On April 18, 2019, 26,352 warrants were cancelled due to their expiration.

On May 2, 2016, the Company closed the sale of the additional units issued pursuant to the exercise of the over-allotment option granted to the Agent in connection with the April 2016 Offering. The April 2016 Offering was made pursuant to a short form prospectus filed with the securities regulatory authorities in each of the provinces of Canada, except Québec. Pursuant to the exercise of the over-allotment option, the Company issued an additional 6,229 units at a price of CAD$175.00 per unit for additional gross proceeds to the Company of $0.9 million, bringing the total aggregate gross proceeds to the Company under the Offering to $8.1 million. Each over-allotment unit consisted of

one

share of common stock in the capital of the Company and

one-half

of one Common Share purchase warrant. Each over-allotment warrant entitles the holder thereof to acquire one additional over-allotment Common Share at an exercise price of CAD$

262

.50

on or before April 18, 2019. In connection with the closing of the over-allotment option, the Company paid the Agent a cash commission of $

0.1

million and granted to the Agent compensation options exercisable to purchase

373

over-allotment units at an exercise price of CAD$

175.00

per unit for a period of

months from the over-allotment closing. As of December 31, 2018, all remaining outstanding compensation options had been cancelled due to their expiration.

For the year ended December 31, 2018, the Company recorded a $0.1 million gain in change in fair value of derivative financial instruments due to the expiration of both the April 18, 2016 and May 2, 2016 compensations options.

The proceeds from the April 2016 Offering were allocated on a relative fair value basis between the common stock and the warrants issued. The warrants issued in connection with the April 2016 Offering were classified within equity in the Company’s consolidated balance sheets. These warrants were recorded in additional

paid-in

capital in the Company’s consolidated balance sheets at their fair value. As discussed in Note 1, due to the change in the Company’s functional currency, as of April 1, 2018, these warrants were reclassified to liabilities as derivative financial instruments on the Company’s consolidated balance sheet as they are now priced in a currency other than the Company’s functional currency. This resulted in the Company recording a $4.7 million increase in derivative financial instruments and a $1.4 million reduction in additional

paid-in

capital on its consolidated balance sheet and a $3.3 million loss related to the change in fair value of derivative financial instruments on its consolidated statement of operations and comprehensive loss during the year ended December 31, 2018.

The following table summarizes the weighted average assumptions used in estimating the fair value of the warrants granted in the April 2016 Offering using the Black-Scholes option pricing model as of the grant date and as of April 1, 2018 and December 31, 2018:


	December 31, 2018			April 1, 2018			Grant Date
Stock price	CAD$	448.00		CAD$	450.45		CAD$	190.75
Exercise price	CAD$	262.50		CAD$	262.50		CAD$	262.50
Warrant term		0.30 years			1.05 years			3.0 years
Expected volatility		83.56	%		71.13	%		83.83	%
Risk-free interest rate		1.64	%		1.60	%		0.60	%
Dividend rate		0.00	%		0.00	%		0.00	%

On February 16, 2017, the Company completed an underwritten registered public offering and issued an aggregate of 37,457 shares of common stock for gross proceeds of $9.2 million. The Company incurred cash issuance costs of $1.2 million in connection with this offering.

In June 2017, the Company completed a

non-brokered

private placement of 22,857 shares of common stock for gross proceeds of $5.4 million. The Company incurred approximately $9 thousand in share issuance cost related to the private placement.

In December 2017, the Company completed a three-tranche

non-brokered

private placement (the “December 2017 financing”) for an aggregate of 18,457 units for gross proceeds of approximately $6.3 million. Each unit consisted of one share of common stock and

one

share purchase warrant, and was sold at a price of $

343.00

per unit. Each warrant entitles the holder to acquire one additional share of common stock and is exercisable over a period of 36 months following the respective closing of the December 2017 financing at an exercise price of $428.75 per warrant share. The first tranche, which closed on December 22, 2017, was for 7,740 units for which the Company received gross proceeds of approximately $2.6 million. The second tranche, which closed on December 28, 2017, was for 4,886 units for which the Company received approximately $1.7 million, while the third tranche, which closed on December 29, 2017, was for 5,830 units for which the Company received $2.0 million. The Company paid $0.1 million in share issuance costs related to the December 2017 financing.

As a result of the change in the Company’s functional currency, these warrants have been reclassified from liabilities as derivative financial instruments to additional

paid-in

capital in the Company’s consolidated balance sheet. As of April 1, 2018, $

2.5

million, was reclassified from derivative financial instruments to additional

paid-in

capital, representing the fair value of warrants having USD$ exercise prices. There was

impact to the Company’s consolidated statement of operations and comprehensive loss as a result of this reclassification as the fair value of these warrants on April 1, 2018, was the same as of March 31, 2018, the most recent date that the fair value of these warrants was

re-measured.

The following table summarizes the weighted average assumptions used in estimating the fair value of the warrants granted in the December 2017 financing using the Black-Scholes option pricing model as of the grant dates and on April 1, 2018.


	April 1, 2018			December 29, 2017			December 28, 2017			December 22, 2017
Stock price	$	353.85		$	431.20		$	435.75		$	371.00
Exercise price	$	428.75		$	428.75		$	428.75		$	428.75
Warrant term		2.7 years			3.0 years			3.0 years			3.0 years
Expected volatility		65.40	%		60.24	%		60.24	%		60.24	%
Risk-free interest rate		2.39	%		1.98	%		2.00	%		2.01	%
Dividend rate		0.00	%		0.00	%		0.00	%		0.00	%

On April 13, 2018, the Company issued 61,197 shares of its common stock and warrants to purchase 61,197 shares of the Company’s common stock in an underwritten public offering at a price of $261.45 per share and accompanying warrant. Gross proceeds from the offering were approximately $16.0 million. On April 24, 2018, the Company closed on the sale of an additional 9,179 shares of its common stock and warrants pursuant to the exercise of the over-allotment option (collectively the “April 2018 offering”) granted to the underwriters in connection with the offering at a price of $261.45 per share and accompanying warrants. Gross proceeds from the exercise of the over-allotment option was $2.4 million. BTIG, LLC and Echelon Wealth Partners acted as joint book-running managers for the April 2018 Offering. The Company paid approximately $1.1 million in underwriting discounts and commissions and incurred offering expenses of approximately $1.0 million in connection with the April 2018 Offering, resulting in net proceeds of $16.3 million from the April 2018 offering. The underwriting discounts and commissions and offering expenses were allocated between share issuance costs and expenses based on the relative fair values of common stock and warrants issued in connection with the April 2018 Offering, resulting in the recording of approximately $0.8 million of expenses in the Company’s consolidated statement of operations and comprehensive loss. The fair value of these warrants at issuance was approximately $7.4 million.

Each warrant issued in connection with the April 2018 offering entitles the holder to acquire one additional share of common stock at an exercise price of CAD$428.75 per share on or before April 10, 2021. Pursuant to the guidance of ASC 815

Derivatives and Hedging, the Company has determined that warrants issued in connection with the April 2018 offering should be accounted for as liabilities as the ability to maintain an effective registration is outside of the Company’s control and that it may be required to settle the exercise of the warrants in cash and because, as a result of the change in the Company’s functional currency (see Note 2), the exercise prices of these warrants are in a currency other than the Company’s functional currency. Consequently, the Company determined the fair value of each warrant issuance using the Black-Scholes option-pricing model, with the remainder of the proceeds allocated to the common shares. As of December 31, 2019, 2,025 warrants had been exercised, all during 2018, for gross proceeds of CAD$0.9 million.

The following table summarizes the weighted average assumptions used in estimating the fair value of the warrants granted in the April 2018 Offering using the Black-Scholes option pricing model as of the date of the initial closing of the offering and the date of the closing of the over-allotment option, as well as of December 31, 2019.


	December 31, 2019			April 24, 2018			April 13, 2018
Stock price	CAD $	43.05		CAD $	376.60		CAD $	344.75
Exercise price	CAD $	428.75		CAD $	428.75		CAD $	428.75
Warrant term		1.28 years			3.00 years			3.00 years
Expected volatility		72.43	%		64.49	%		64.20	%
Risk-free interest rate		1.72	%		2.02	%		1.99	%
Dividend rate		0.00	%		0.00	%		0.00	%

On November 19, 2018, the Company issued 60,606 shares of its common stock in an underwritten public offering at a price of $288.75 per share. Gross proceeds from the offering were $17.5 million. On November 2018, the Company closed on the sale of an additional

9,090

shares of its common stock pursuant to the exercise of the over-allotment option (collectively the “November 2018 offering”) granted to the underwriters in connection with the offering at a price of $288.75 per share. Gross proceeds from the exercise of the over-allotment option was $2.6 million. BTIG LLC and Oppenheimer & Co acted as joint book-running managers for the November 2018 offering. The Company paid approximately $1.2 million in underwriting discounts and commissions and incurred offering expenses of approximately $0.7 million, of which $0.1 million was accrued as of December 31, 2018, resulting in net proceeds of $18.3 million.

On November 22, 2019, the Company issued 137,571 shares of its common stock in an underwritten public offering at a price of $12.25 per share. Gross proceeds from the offering (the “November 2019 Offering”) were approximately $1.7 million. HC Wainwright acted as book-running manager for the November 2019 Offering. The Company paid approximately $0.1 million in underwriting discounts and commissions and incurred offering expenses of approximately $0.5 million, resulting in net proceeds of $1.1 million, in connection with the November 2019 Offering.

The following table summarizes the activities of warrants that the Company accounts for as liabilities and records as derivative financial instruments for the years ended December 31, 2019 and 2018 (amounts in thousands):


	Year Ended December 31,
	2019			2018
Fair value of warrants at beginning of year	$	13,769		$	6,941
Issuance of warrants		—			7,372
Exercise of warrants		(35	)		(3,012	)
Fair value of previously classified equity warrants		—			5,049
Fair value of previously classified liability warrants reclassified to additional paid-in capital		—			(2,478	)
Foreign exchange losses (gains)		384			(872	)
Change in fair value of warrants during the year		(14,113	)		769

Fair value of warrants at end of year	$	5		$	13,769

These warrants, which are classified as derivative financial instruments in the Company’s consolidated balance sheets are required to be

re-measured

at each reporting period, with the change in fair value recorded as a gain or loss in the change of fair value of derivative financial instruments, included in other income (expense) in the Company’s consolidated statements of operations and comprehensive loss. The fair value of the warrants will continue to be classified as a liability until such time as they are exercised, expire or there is an amendment to the respective agreements that renders these financial instruments to be no longer classified as such.

The fair value of all warrants classified as derivative financial instruments outstanding as of December 31, 2019 and 2018 were estimated using the Black-Scholes option-pricing model with the following weighted average assumptions:


	As of December 31,
	2019			2018
Stock price	CAD $	43.05		CAD$	448.00
Exercise price	CAD $	428.75		CAD$	381.15
Warrant term		1.28 years			1.71 years
Expected volatility		72.43	%		75.31	%
Risk-free interest rate		1.72	%		1.80	%
Dividend rate		0.00	%		0.00	%

The following is a summary of warrant activity during the years ended December 31, 2019 and 2018:


	Number of Warrants (by currency denomination of exercise price)						Weighted-Average Exercise Price
	CAD$			USD$			CAD$		USD$
Outstanding as of December 31, 2017		28,900			38,382		$	258.30	$	358.75
Granted		70,766			—			427.70		—
Expired		(648	)		(3,901	)		175.00		525.00
Exercised		(3,219	)		(15,874	)		345.80		236.25

Outstanding as of December 31, 2018		95,799			18,607		$	381.15	$	428.40

Granted		—			—			—		—
Cancelled/Expired		(26,352	)		—			262.50		—
Exercised		(1,096	)		—			262.50		—

Outstanding and exercisable as of December 31, 2019		68,351			18,607		$	428.75	$	428.40

The following table summarizes the Company’s warrants outstanding and exercisable as of December 31, 2019:


Number of Warrants Outstanding		Exercise Price	Expiration Date
	108	US$376.25	June 26, 2020
	43	US$376.25	July 17, 2020
	7,740	US$428.75	December 22, 2020
	4,886	US$428.75	December 28, 2020
	5,830	US$428.75	December 29, 2020
	68,351	CAD$428.75	April 21, 2021

	86,958

Share Based Payments

9 Months Ended

12 Months Ended

Sep. 30, 2020

Dec. 31, 2019

Share-based Payment Arrangement [Abstract]

Share Based Payments

4.	STOCK-BASED PAYMENTS

On May 15

, 2018

, the Company’s Board of Directors authorized and approved the adoption of the 2018

Omnibus Incentive

Plan, (as amended, the “2018

Plan”), which was effective upon approval by the stockholders of the Company on June 28

, 2018

and under which an aggregate of 153,031 shares may be issued. This share reserve is the sum of 85,714 new shares, plus the 67,317 shares that remained available for issuance under the Company’s 2016

Omnibus Incentive Plan (the “2016

Plan”), the predecessor incentive plan at the time of the adoption of the 2018

Plan. Pursuant to the terms of the 2018

Plan, the Company is authorized to grant stock options, as well as awards of stock appreciation rights, restricted stock, unrestricted shares, restricted stock units (“RSUs”), stock equivalent units and performance-based cash awards. These awards may be granted to directors, officers, employees and eligible consultants. Vesting and the term of an option is determined at the discretion of the Company’s Board of Directors. Subsequent to the adoption of the 2018

Plan, the Company ceased granting awards under the 2016

Plan, the predecessor incentive plan. However, outstanding stock options granted prior to the effective date of the 2018

Plan are still governed by the 2016

Plan or the Company’s 2014

Stock Incentive Plan, which preceded the 2016

Plan.

As of September 30

, 2020

, there was an aggregate of 96,798 shares of common stock remaining available for grant under the Company’s 2018

Plan.

For the nine

months ended September 30

, 2020

, the Company issued 23,112 stock options to employees and directors. The Company issued no stock options to consultants during the nine

months ended September 30

, 2020

The following is a summary of the Company’s stock option activity during the nine

months ended September 30

, 2020


	Number of Stock Options			Weighted Average Exercise Price			Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2019		99,018		$	236.63		$	—
Granted		23,112			16.42			—
Forfeited/Cancelle d		(9,906	)		(198.03	)		—
Exercised		—			—			—

Outstanding as of September 30, 2020		112,224		$	194.68		$	—

Exercisable as of September 30, 2020		69,995		$	149.62		$	—

As of September 30

, 2020

, the unrecognized compensation cost related to

non-vested

stock options outstanding for employees and directors, was $4.1

million which will be recognized over a weighted-average remaining vesting period of approximately 2.8

years. Compensation cost is not adjusted for estimated forfeitures, but instead is adjusted upon an actual forfeiture of a stock option.

The weighted average grant date fair value of employee and director stock options granted for the nine

months ended September 30

, 2020

was $10.50

per option and the grant date fair values of these stock options were estimated using the Black-Scholes option pricing model using the following weighted average assumptions:


	Nine Months Ended September 30, 2020
Stock price	$	16.42
Exercise price	$	16.42
Expected term		5.26 years
Expected volatility		77.35	%
Risk-free interest rat e		0.58	%
Dividend rate		0.00	%

As of September 30

, 2020

, the unrecognized compensation cost related to

non-vested

stock options outstanding for

non-employees

was $15

thousand which will be recognized over a weighted-average remaining vesting period of approximately 0.9

years. Compensation cost is not adjusted for estimated forfeitures, but instead is adjusted upon an actual forfeiture of a stock option.

Restricted Stock Awards

Beginning in the fourth quarter of 2019

, certain members of the Company’s executive management team elected to receive restricted stock awards in lieu of cash compensation under the 2018

Plan that vest upon issuance. The fair value of the restricted stock awards is based on the closing price of the Company’s common stock on the day of the grant.

The following is a summary of the Company’s restricted stock award activity for the nine

months ended September 30

, 2020


	Number of Restricted Stock Units			Weighted Average Grant Date Fair Value per Unit
Outstanding as of December 31, 2019		788			USD$21.17
Granted		6,207			17.62
Settled		(6,831	)		18.13

Outstanding as of September 30, 2020		164			$13.54

Stock-Based Compensation Expense

Stock-based compensation expense is classified in the Company’s condensed consolidated statements of operations and comprehensive loss as follows (amounts in thousands):


	Nine Months Ended September 30,
	2020			2019
Research and development	$	727		$	643
Cost of sales		(1	)		—
Selling, general and administrativ e		1,295			2,693

Total	$	2,021		$	3,336

Stock-based compensation expense

for the nine

months ended September 30

, 2020

includes the reversal of $125 thousand of expense as a result of forfeitures due to the departure of our former chief executive officer in August 2020

4.	SHARE BASED PAYMENTS

On May 15, 2018, the Company’s Board of Directors authorized and approved the adoption of the 2018 Omnibus Incentive Plan (“2018 Plan”), under which an aggregate of 153,031 shares may be issued. This share reserve is the sum of 85,714 new shares, plus the remaining 67,317 shares that remained available for issuance under the Company’s 2016 Omnibus Incentive Plan, the predecessor incentive plan (the “2016 Plan”) at the time of the adoption of the 2018 Plan. Pursuant to the terms of the 2018 Plan, the Company is authorized to grant stock options, as well as awards of stock appreciation rights, restricted stock, unrestricted shares, restricted stock units (“RSU”), stock equivalent units and performance-based cash awards. These awards may be granted to directors, officers, employees and eligible consultants. Vesting and the term of an option is determined at the discretion of the Company’s Board of Directors. Subsequent to the adoption of the 2018 Plan, the Company ceased granting awards under the 2016 Plan, the predecessor incentive plan. However, outstanding stock options granted prior to the effective date of the 2018 Plan are still governed by the 2016 Plan or the Company’s 2014 Stock Incentive Plan, which preceded the 2016 Plan.

As of December 31, 2019, there were an aggregate of 116,250 shares of common stock remaining available for grant under the Company’s 2018 Plan.

For the year ended December 31, 2019, the Company issued 33,337 stock options to employees and directors of which 3,963 were forfeited. The Company did not issue any stock options to consultants.

The following is a summary of stock option activity for the year ended December 31, 2019 and 2018:


	Number of Options			Weighted Average Exercise Price in USD$		Aggregate Intrinsic Value in USD$
Outstanding as of December 31, 2017		69,921
Granted		28,896			354.20
Forfeited		(1,528	)		346.15
Exercised (1)		(2,814	)		108.50

Outstanding as of December 31, 2018		94,475		$	249.87	$	8,308
Granted		33,337		$	162.74
Forfeited/Cancelled		(13,939	)		298.55
Exercised (2)		(14,855	)		96.95

Outstanding as of December 31, 2019		99,018		$	236.63	$	—

Exercisable as of December 31, 2019		53,850		$	248.25	$	—

(1)	For the year ended December 31, 2018, 242 stock options were exercised on a cashless basis resulting in 93 shares being withheld in satisfaction of the exercise price.

(2)	For the year ended December 31, 2019, 14,855 stock options were exercised on a cashless basis resulting in 13,818 shares being withheld in satisfaction of the exercise price.

Upon the change in the Company’s functional currency effective April 1, 2018, stock options previously classified as equity were classified as liabilities. On April 1, 2018, these options had a fair value of approximately $10.0 million, which was recorded as stock-based compensation liability in the Company’s consolidated balance sheet, of which approximately $4.2 million was reclassified from additional

paid-in

capital and the remainder was recorded as additional stock-based compensation expense in the Company’s consolidated statement of operations and comprehensive loss. In June 2018, the Company’s Board of Directors’ approved the modification of all outstanding stock options with exercise prices denominated in CAD$ to convert the exercise prices of such options to USD$, subject to the consent of the holders of such options. On August 8, 2018, following the consent of option holders, the Company

re-measured

stock options for which all holders had consented to the modification and recorded $0.3 million reduction to stock-based compensation liability and reclassified $10.3 million from liability to equity. The incremental expense as a result of the modification was immaterial to the Company’s consolidated statement of operations and comprehensive loss for the year ended December 31, 2018.

The following table summarizes stock options outstanding and exercisable by employees and directors as of December 31, 2019:


Number of Options Outstanding		Expiration Date	Options Outstanding Remaining Contractual Life (In Years)		Exercise Price		Fair Value Post Modification (1)		Grant Date Fair Value		Number of Options Exercisable
	571	December 8, 2024		4.94	$	445.20	$	76.30	$	—		571
	2,285	December 8, 2024		4.94	$	445.20	$	76.30	$	—		2,285
	571	March 16, 2025		5.20	$	438.20	$	85.05	$	—		571
	4,285	October 21, 2025		5.80	$	112.00	$	230.00	$	—		4,285
	570	December 31, 2025		6.00	$	156.80	$	204.94	$	—		570
	16,997	July 13, 2026		6.53	$	187.25	$	181.32	$	—		16,997
	571	August 8, 2026		6.60	$	174.30	$	189.75	$	—		571
	17,624	April 17, 2027		7.29	$	284.55	$	263.85	$	—		8,812
	175	May 18, 2027		7.37	$	257.25	$	166.27	$	—		175
	285	May 18, 2027		7.37	$	257.25	$	267.77	$	—		142
	571	August 8, 2027		7.60	$	363.30	$	258.17	$	—		286
	571	April 9, 2028		8.27	$	316.05	$	280.33	$	—		143
	9,639	May 15, 2028		8.37	$	384.65	$	276.29	$	—		5,238
	1,584	August 22, 2028		8.64	$	358.05	$	—	$	252.39		396
	11	September 4, 2028		8.67	$	356.65	$	—	$	251.63		11
	1,428	September 10, 2028		8.69	$	361.90	$	—	$	255.45		357
	1,428	September 24, 2028		8.73	$	339.85	$	—	$	237.58		357
	2,142	October 15, 2028		8.79	$	306.25	$	—	$	216.82		2,142
	285	October 29, 2028		8.82	$	339.85	$	—	$	240.32		71
	143	November 19, 2028		8.88	$	280.00	$	—	$	198.12		143
	214	January 22, 2029		9.06	$	267.75	$	—	$	185.50		—
	214	February 4, 2029		9.09	$	254.10	$	—	$	176.05		—
	15,528	March 28, 2029		9.23	$	236.60	$	—	$	161.70		2,532
	6,137	August 7, 2029		9.60	$	71.05	$	—	$	47.95		—
	1,142	August 19, 2029		9.63	$	67.55	$	—	$	45.50		—
	4,285	September 23, 2029		9.72	$	60.55	$	—	$	42.00		—
	856	September 30, 2029		9.74	$	57.75	$	—	$	38.85		—
	570	October 1, 2029		9.75	$	58.80	$	—	$	34.30		—
	428	October 14, 2029		9.78	$	50.75	$	—	$	34.30		—

	91,110											46,655

(1)	Reflects fair value of modified stock options on August 8, 2018

As of December 31, 2019, the unrecognized compensation cost related to

non-vested

stock options outstanding for employees and directors was $6.0 million which will be recognized over a weighted-average remaining vesting period of 2.8 years. The Company recognizes compensation expense for only the portion of awards that are expected to vest.

During the fourth quarter of 2017, upon a review of the Company’s equity compensation awards granted under the 2016 Plan, the Company determined that it had inadvertently exceeded the annual

per-person

sub-limits

involving an option award previously granted to a current executive officer. The aggregate amount of common stock represented by this excess award was 1,714 shares. This excess award was deemed to have been granted outside of the 2016 Plan and, as such, the Company applied liability accounting to the award. As a result, this excess award was to be

re-measured

at the end of each reporting period until such time that the Company’s stockholders approved the excess award, at which time the liability would be reclassified to equity. On June 28, 2018, the Company’s stockholders approved the excess award. On August 8, 2018, upon the modification of the exercise price of this stock option to convert such exercise price from CAD$ to USD$ as described above this excess award was

re-measured

again and reclassified from liability to equity for the portion of the option that had vested.

For the years ended December 31, 2019 and 2018, the Company granted 33,337 and 28,468 stock options, respectively, to employees and directors at a weighted average exercise price of $162.74 and $354.20, respectively. The fair value of employee and director stock options granted for the years ended December 31, 2019 and 2018 had a weighted average grant date fair value of $105.38 and $272.30 per option, respectively, and they were estimated using the Black-Scholes option-pricing model with the following weighted-average assumptions:


	Year Ended December 31,
	2019			2018
Stock price	$	162.74		$	392.35
Exercise price	$	162.74		$	354.20
Expected term		5.42 years			6.25 years
Expected volatility		76.90	%		78.99	%
Risk-free interest rate		1.96	%		2.67	%
Dividend rate		0.00	%		0.00	%

Non-Employee

Stock Options

For the year ended December 31, 2019, the Company did not grant any stock options to consultants. For the year ended December 31, 2018 the Company granted 428 stock options to consultants at a weighted average exercise price of $358.05. Stock options granted to the Company’s consultants for the year ended December 31, 2018 had a weighted average grant date fair value of $310.45 per share, and they were estimated using the

Black-Scholes

option-pricing model with the following weighted-average assumptions:


	Year Ended December 31,
	2018
Stock price	$	358.05
Exercise price	$	358.05
Option term		10 years
Expected volatility		90.17	%
Risk-free interest rate		2.82	%
Dividend rate		0.00	%

The following table summarizes stock options outstanding and exercisable by consultants as of December 31, 2019:


Number of Options Outstanding		Expiration Date	Options Outstanding Remaining Contractual Life (In Years)		Exercise Price		Fair Value Post Modification (1)		Grant Date Fair Value		Number of Options Exercisable
	855	December 8, 2024		4.94	$	445.20	$	76.30	$	—		855
	3,142	October 28, 2025		5.82	$	111.30	$	230.67	$	—		3,142
	2,056	October 3, 2026		6.75	$	180.25	$	187.25	$	—		2,056
	571	May 18, 2027		7.37	$	257.25	$	267.77	$	—		286
	428	August 8, 2027		7.60	$	363.30	$	258.17	$	—		214
	428	November 6, 2027		7.84	$	567.00	$	244.32	$	—		214
	428	August 22, 2028		8.64	$	358.05	$	—	$	310.28		428

	7,908											7,195

(1)	Reflects fair value of modified stock options on August 8, 2018

As of December 31, 2019, the unrecognized compensation cost related to

non-vested

stock options outstanding for consultants was $0.1 million which will be recognized over a weighted-average remaining vesting period of 1.6 years.

During the third quarter of 2018, following the redenomination of the exercise prices of stock options from CAD$ to USD$, stock options awarded to consultants that are performing services for NHC ceased to be accounted for as derivative financial instruments. As a result, following the

re-measurement

of stock options granted to the Company’s consultants on August 8, 2018, all vested stock options granted to these consultants were reclassified from liability to equity.

The following table summarizes

non-employee

stock options that had been accounted for as derivative financial instruments during the year ended December 31, 2018 (amounts in thousands):


	Year Ended December 31,
	2018
Fair value of non-employee stock options at beginning of year	$	2,637
Exercise of non-employee options		(737	)
Cancelled		—
Foreign exchange gains		(38	)
Change in fair value of non-employee stock options during the year		(656	)
Reclassification to additional paid-in capital		(1,206	)

Fair value of non-employee stock options at end of year	$	—

The fair value of

non-employee

stock options previously classified as liabilities and recorded as derivative financial instruments which were subsequently reclassified to equity following the modification of stock option previously on August 8, 2018 were estimated using the Black-Scholes option pricing model with the following weighted-average assumptions as of August 8, 2018:


	August 8, 2018
Stock price	CAD$	424.90
Exercise price	CAD$	153.30
Expected life		0.93 years
Expected volatility		73.18	%
Risk-free interest rate		1.95	%
Dividend rate		0.00	%

Restricted Stock Units

During the second quarter of 2017, the Company granted RSUs to certain employees under the 2016 Plan that were scheduled to vest over a three-year period, with 25% vesting immediately. The fair value of the RSUs was based on the closing price of the Company’s common stock on the date of grant.

During the fourth quarter of 2019, certain members of the Company’s executive management team elected to receive RSUs in lieu of cash compensation under the 2018 Plan that vested upon issuance. The fair value of the RSUs was based on the closing price of the Company’s common stock on the day of the grant.

The following is a summary of the Company’s RSU activity for the years ended December 31, 2019 and 2018:


	Number of Restricted Stock Units			Weighted Average Grant Date Fair Value per Unit
Outstanding as of January 1, 2018		54		CAD$	350.00
Vested and settled during 2018 (1)		(27	)	CAD$	350.00

Outstanding as of December 31, 2018		27		CAD$	350.00
Granted		788		USD$	21.17
Vested and settled during 2019 (1)		(27	)	CAD$	350.00

Outstanding as of December 31, 2019		788		USD$	21.17

(1)	Includes 7 RSUs withheld to satisfy required withholding taxes.

Stock-based compensation expense is classified in the Company’s consolidated statements of operations and comprehensive loss as follows (amounts in thousands):


	2019		2018
Research and development	$	898	$	939
General and administrative		3,793		7,156

Total	$	4,691	$	8,095

Accrued Expenses

9 Months Ended

12 Months Ended

Sep. 30, 2020

Dec. 31, 2019

Payables and Accruals [Abstract]

Accrued Expenses

5 .	ACCRUED EXPENSES

Accrued expenses consisted of the following (amounts in thousands):


	As of
	September 30, 2020		December 31, 2019
Employees benefits	$	557	$	722
Professional services		6		67
Legal fees		163		81
Royalty fees		5		13
Franchise fees		40		28
Severanc e		550		606
Other		78		2

Total	$	1,399	$	1,519

Accrued severance expenses as of September 30

2020

included $0.5 million in severance costs related to the departure of our former chief executive officer in August 2020

5.	ACCRUED EXPENSES

Accrued expenses consisted of the following (amounts in thousands):


	As of December 31,
	2019		2018
Employees benefits	$	722	$	876
Professional services		67		518
Legal expense		81		253
Royalty fees		13		—
Franchise fees		28		—
Rent		—		98
Severance		606		66
Other		2		1

	$	1,519	$	1,812

Income Taxes

12 Months Ended

Dec. 31, 2019

Income Tax Disclosure [Abstract]

Income Taxes

6.	INCOME TAXES

The components of net loss (income) are as follows (amounts in thousands):


	Year Ended December 31,
	2019		2018
U.S.	$	7,980	$	29,013
Non-U.S.		1,801		(390	)

	$	9,781	$	28,623

A reconciliation of the income tax provision computed at statutory rates to the reported income tax provision is as follows (amounts in thousands):


	Year Ended December 31,
	2019			2018
Statutory tax rate		21.00	%		21.00	%

Net loss before income taxes	$	9,781		$	28,623

Expected income tax recovery	$	(2,054	)	$	(6,011	)
Increase (decrease) in income tax recovery resulting from:
Derivative liability		(2,964	)		877
Share based payments		949			1,279
Other permanent difference		(213	)		(376	)
Foreign income taxed at foreign rate		(99	)		23
Increase in valuation allowance		4,381			4,208

Income tax expense	$	—		$	—

The significant components of the Company’s deferred income tax assets and liabilities after applying enacted corporate tax rates are as follows (amounts in thousands):


	As of December 31,
	2019			2018
Deferred income tax assets (liabilities)
Operating losses carried forward	$	21,318		$	16,028
Tax credits		679			1,217
Stock compensation		1,496			1,447
Other		1,293			85
Valuation allowance		(24,786	)		(18,777	)

Net deferred income tax asset	$	—		$	—

As of December 31, 2019, the Company has accumulated non-capital losses totaling $3.6 million in Canada and net operating losses of $75.3 million in the United States, which may be available to carry forward and offset future years’ taxable income. The losses expire in various amounts starting in 2033.

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 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.

On December 22, 2017, the U.S. Government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (“The Act”). The Act makes broad changes to the U.S. tax code, including, but not limited to, (i) reducing the U.S federal corporate tax rate from 35% to 21%; (ii) eliminating the corporate alternative minimum tax; (iii) creating a new limitation on deductible interest expense; (iv) creating the base erosion and anti-abuse tax, a new minimum tax; (v) limitation on the deductibility of certain executive compensation; (vi) enhancing the option to claim accelerated depreciation deductions on qualified property, and (vii) changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017. The Act reduced the corporate tax rate to 21%, effective January 1, 2018.

The Company completed its determination of the accounting implications of The Act on its tax accruals as of December 31, 2018 and made estimates primarily comprised of the re-measurement of federal net deferred tax assets resulting from the permanent reduction in the U.S. statutory corporate tax rate to 21% from 34%.

Uncertain Tax Positions

The Company has adopted certain provisions of ASC 740, “Income Taxes”, which prescribes a recognition threshold and measurement attribute for the recognition and measurement of tax positions taken or expected to be taken in income tax returns. The provisions also provide guidance on the de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions.

The Company files income tax returns in the U.S. federal jurisdiction, and in various state and foreign jurisdictions. The Company’s tax returns are subject to tax examinations by U.S. 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.

As of December 31, 2019, 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.

- 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 + Details

Commitments and Contingencies

9 Months Ended

12 Months Ended

Sep. 30, 2020

Dec. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

6.	COMMITMENTS AND CONTINGENCIES

(a)

On January 22, 2013, the Company entered into a license agreement

with Advanced NeuroRehabilitation, LLC (“ANR”) for an exclusive right to ANR’s patent pending technology, claims and knowhow. In addition to the issuance of 91,628

shares of common stock to ANR, the Company agreed to pay a 4

% royalty on net revenue on the sales of devices covered by the patent-pending technology and services related to the therapy or use of devices covered by the patent-pending technology. For the nine months ended September 30, 2020, the Company recorded approximately

$15

thousand in royalty expenses in its condensed consolidated statement of operations and comprehensive loss. For the nine months ended September 30, 2019, the Company recorded approximately

$52

thousand in royalty expenses in its condensed consolidated statement of operations and comprehensive loss.

(b)

On October 30, 2017, HMI amended the Asset Purchase Agreement with A&B (HK) Company Ltd. (“A&B”) which specified that if the Company fails to obtain FDA marketing authorization for commercialization of or otherwise fails to ensure that the PoNS device is available for purchase by the U.S. Government by December 31, 2021, the Company would be subject to a $2.0

million contract penalty payable to A&B, unless the Company receives an exemption for the requirement of FDA marketing authorization from the U.S. Army Medical Material Agency. In December 2018, the U.S. Army notified the Company that it was amending the Agreement such that the satisfaction of the obligation of the contract was changed from FDA marketing authorization of the PoNS device to submitting of an application for marketing authorization of the PoNS device with the FDA. As the Company submitted its application for marketing authorization of the PoNS device to the FDA on August 31, 2018, and with copies of the submission documents provided to the U.S. Army, the Company has met its obligation under the amended agreement. Based on this amendment the Company has determined that the possibility of a payment under this contractual penalty is remote.

(c)

In March 2017, the Company entered into a lease for office space in Newtown, Pennsylvania. The initial term of the lease was from July 1, 2017

through December 31, 2022

, with an option to extend until 2027

. In July 2017, the Company amended the contract to commence the lease on July 17, 2017

through January 16, 2023

, with an option to extend until January 2028

. Lease extension options were not included in the lease term as it was not reasonably certain that the Company would elect to utilize the option to extend. Monthly rent plus utilities were approximately $20

thousand per month beginning in January 2018

with a 3

% annual increase.

In May 2020, the Company terminated its lease and entered into a new lease (the “Lease Amendment”) for a smaller footprint of the current office space in Newtown, Pennsylvania. Lease payments under the original contract will be made through December 2020. The Lease Amendment was determined to be a partial termination that qualified as a change of accounting of the existing lease and not a separate contract. As such, the ROU assets and operating lease liabilities were remeasured using an incremental borrowing rate at the date of modification. The carrying value of the ROU asset decreased on a basis proportionate to the partial termination by approximately $0.4

million and the related lease liability decreased by approximately $0.4

million. The Company recorded a gain of approximately $0.1

million resulting from the difference between the reduction in the lease liability and the proportionate reduction of the ROU asset. This amount is recorded as a component of other income in the condensed consolidated statement of operations and comprehensive loss for the nine months ended September 30, 2020.

The initial lease term of the Lease Amendment is from July 1, 2020

through June 30, 2021

, with options to extend for successive six

month periods. Two lease extension options were included in the lease term as it was reasonably certain that the Company would elect to utilize the option to extend for this period of time. Monthly rent plus utilities will be approximately $5

thousand per month beginning in January 2021

with a 3

% annual increase.

The following table summarizes the Company’s operating lease information including future minimum lease payments under a

non-cancellable

lease as of September 30, 2020 (amounts in thousands).


For the Nine Months Ended September 30, 2020
Operating lease cost	$	57
Operating lease – operating cash flows	$	189
Weighted average remaining lease term		1.75 years
Weighted average discount rate		7.2	%

Future minimum lease payments under non-cancellable lease as of September 30, 2020 were as follows:
For the Period Ending December 31,
2020 (remaining three months)	$	63
2021		63
2022		32

Total future minimum lease payments		158
Less imputed interest		(4	)

Total liability	$	154

Reported as of September 30, 2020
Current operating lease liabilit y		107
Non-current operating lease liabilit y		47

Total	$	154

(d)

On December 29, 2017, HMI (formerly known as NeuroHabilitation Corporation) entered into a Manufacturing and Supply Agreement (“MSA”) with Key Tronic Corporation (“Key Tronic”), for the manufacture and supply of the Company’s PoNS device based upon the Company’s product specifications as set forth in the MSA. Per the agreement, the Company shall provide to Key Tronic a rolling forecast for the procurement of parts and material and within normal lead times based on estimated delivery dates for the manufacture of the PoNS device. The term of the agreement is for three

years and will automatically renew for additional consecutive terms of one

year, unless cancelled by either party upon

180-day

written notice to the other party prior to the end of the then current term. On June 1, 2020, HMI extended the existing manufacturing agreement with Key Tronic for a second three

year term from December 29, 2020 until December 31, 2023. As of September 30, 2020, the Company did no

t have any outstanding commitments to Key Tronic to complete the Company’s forecasts for the procurement of materials necessary for the delivery of PoNS devices.

(e)

The Company was granted a $323

thousand loan on April 13, 2020 under the Paycheck Protection Program (the “PPP Loan”) established under the CARES Act. The Company planned to use the proceeds from the PPP Loan for covered payroll costs, rent and utilities in accordance with the relevant terms and conditions of the CARES Act. However, based upon subsequent guidance issued by the Federal Government, including a presumption that publicly traded companies may not be eligible for a PPP loan, the Company returned the PPP Loan proceeds in May 2020 and paid interest for the period of time the loan was outstanding.

Legal Contingencies

Caramahai v. Helius Medical Technologies, Inc. et al.

On or about July 9, 2019, a putative shareholder class action lawsuit,

Caramahai v. Helius Medical Technologies, Inc. et al.

, Case No.

1:19-cv-06365

(S.D.N.Y.), was filed against the Company and three of its individual officers in the Southern District of New York (“the

Caramahai

Action”). The lawsuit alleges that the Company made materially false and misleading statements regarding the prospects for FDA approval of Helius’ application for de novo classification and clearance of its PoNS device in the United States. As a result of these alleged misstatements, the

Caramahai

Action asserts claims on behalf of shareholders who bought or sold Helius common stock between from November 9, 2017 to April 10, 2019 for alleged violations of the federal securities laws, specifically Section 10(b) and Rule

10b-5

of the Securities Exchange Act of 1934, as amended.

On or about July 31, 2019, a putative shareholder class action lawsuit,

Evans v. Helius Medical Technologies, Inc. et al.

, Case No.

1:19-cv-07171

(S.D.N.Y.), was filed against the Company and three of its individual officers in the Southern District of New York (the “

Evans

Action”). The

Evans

Action alleges similar claims as the

Caramahai

Action.

On September 9, 2019, three Helius shareholders each filed motions in the

Caramahai

and

Evans

cases seeking to consolidate the two proceedings into a single putative class action. The individual motions also sought to have the movant appointed as Lead Plaintiff (the plaintiff responsible for prosecuting the class’s claims and has the power to settle and release claims of all class members) and have the movant’s attorneys appointed as Lead Counsel. On September 13 and 17, 2019, respectively, two of the movants filed notices withdrawing their motions on the ground that they did not appear to have “the largest financial interest in the relief sought by the class.” The third movant was appointed Lead Plaintiff on April 28, 2020 and movant’s attorneys were appointed as Lead Counsel.

During the second quarter of 2020, the plaintiffs voluntarily dismissed the lawsuit without prejudice, ending the case. The U.S. District Judge signed the final order dismissing the litigation on July 1, 2020.

7. COMMITMENTS AND CONTINGENCIES

(a)

On January 22, 2013, the Company entered into a license agreement with Advanced NeuroRehabilitation, LLC (“ANR”) for an exclusive right on ANR’s patent pending technology, claims and knowhow. In addition to the issuance of 91,628 shares of common stock, the Company agreed to pay a 4% royalty on net revenue on the sales of devices covered by the patent-pending technology and services related to the therapy or use of devices covered by the patent-pending technology. For the years ended December 31, 2019 and 2018, the Company recorded approximately $59 thousand and $0, respectively, in royalty expenses in its consolidated statement of operations.

(b)

On October 30, 2017, HMI amended the Asset Purchase Agreement with A&B which specified that if the Company fails to obtain FDA marketing authorization for commercialization of or otherwise fails to ensure that the PoNS device is available for purchase by the U.S. Government by December 31, 2021, the Company would be subject to a $2.0 million contract penalty payable to A&B, unless the Company receives an exemption for the requirement of FDA marketing authorization from the U.S. Army Medical Material Agency. In December 2018, the U.S. Army notified the Company that they were amending the Agreement such that the satisfaction of the obligation of the contract was changed from FDA marketing authorization of the PoNS device to submitting of an application for marketing authorization of the PoNS device with the FDA. As the Company submitted its application for marketing authorization of the PoNS device to the FDA on August 31, 2018, and with copies of the submission documents provided to the U.S. Army, the Company has met its obligation under the amended agreement. Based on this amendment the Company has determined that the possibility of a payment under this contractual penalty is remote.

(c)

In November 2014, the Company signed a development and distribution agreement with Altair LLC to apply for registration and distribution of the PoNS device in the territories of the former Soviet Union. Through March 31, 2019, the Company was entitled to receive a 7% royalty on sales of the devices within the territories. Altair terminated the distribution agreement effective May, 20, 2019. The Company made no commercial sales in the territories pursuant to the distribution agreement.

(d)

In March 2017, the Company entered into a lease for office space in Newtown, Pennsylvania. The initial term of the lease is from July 1, 2017 through December 31, 2022, with an option to extend until 2027. In July 2017, the Company amended the contract to commence the lease on July 17, 2017 through January 16, 2023, with an option to extend until January 2028. It is not reasonably certain at this point in time that the Company will elect to utilize the option to extend. Monthly rent plus utilities will be approximately $20 thousand per month beginning in January 2018 with a 3% annual increase.

The following table summarizes the Company’s operating lease information including future minimum lease payments under a non-cancellable lease as of December 31, 2019 (amounts in thousands):


For the Year Ending December 31, 2019
Operating lease cost	$	224
Operating lease – operating cash flows	$	246
Weighted average remaining lease term		3.05 years
Weighted average discount rate		15.1	%

Future minimum lease payments under non-cancellable lease as of December 31, 2019 were as follows:
For the Period Ending December 31,
2020	$	253
2021		260
2022		267
2023		10

Total future minimum lease payments		790
Less imputed interest		(153	)

Total liability	$	637

Reported as of December 31, 2019
Current operating lease liability		172
Non-current operating lease liability		465

Total	$	637

(e)

180-day

written notice to the other party prior to the end of the then current term. As of December 31, 2019, the Company had a $0.1 million obligation to Key Tronic to complete the Company’s forecast for the procurement of materials necessary for the delivery of PoNS devices.

(f)

In September 2018, the Company entered into an exclusive strategic alliance agreement with HTC and Heuro to establish up to three founding clinics to treat patients and create a replicable model for future clinic expansion. Under the terms of the agreement, the parties developed a clinic system to facilitate the commercialization of the PoNS Treatment in Canada. Under the terms of the agreement, the parties contracted with the clinics and developed a model for the clinics to deliver clinical services, featuring the PoNS Treatment to manage neurological conditions. During the second quarter of 2019, the Company entered into the clinic expansion phase of this alliance with the addition of three new PoNS authorized clinics, bringing the total number of clinics authorized to treat patients with the PoNS device to five in Canada. The agreement also provided for HTC to pay the Company CAD$750 thousand in three annual payments of CAD$250 thousand beginning December 31, 2019, in consideration for the exclusivity right the Company granted to Heuro. The Company and HTC governed the agreement through a joint steering committee, and each funded up to 50% of Heuro’s operating budget as agreed upon by a joint steering committee and shared in the net profits and losses of Heuro on a 50/50 basis. On October 30, 2019, the Company entered into a Share Purchase Agreement with HTC to purchase Heuro. The receivable was considered part of the consideration for acquisition and was imbedded in the purchase price allocation. See Note 2 for details of the transaction. For the years ended December 31, 2019 and 2018, the Company recorded $0.1 million and $0.2 million, respectively, in expenses for its share of the estimated costs incurred by Heuro. Additionally, for the year ended December 31, 2018, the Company recorded $0.2 million of expenses incurred by the Company in performing services on behalf of Heuro. The aforementioned expenses were recorded as general and administrative expenses in the Company’s consolidated statement of operations and comprehensive loss. During the year ended December 31, 2019, the Company recorded $0.1 million in cost of sales for services rendered in the Company’s consolidated statement of operations and comprehensive loss. Further for the year ended December 31, 2019, the Company recognized $37 thousand in fee revenue related to its arrangement with HTC and Heuro (see Note 2).

Variable Interest Entities

12 Months Ended

Dec. 31, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Variable Interest Entities

8.	VARIABLE INTEREST ENTITIES

A variable interest entity (“VIE”) is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support, or (ii) has equity investors who lack the characteristics of a controlling financial interest. Under ASC 810, an entity that holds a variable interest in a VIE and meets certain requirements would be considered to be the primary beneficiary of the VIE and is required to consolidate the VIE in its consolidated financial statements. In order to be considered the primary beneficiary of a VIE, an entity must hold a variable interest in the VIE and have both:

•

the power to direct the activities that most significantly impact the economic performance of the VIE; and

•

the right to receive benefits from, or the obligation to absorb losses of the VIE that could be potentially significant to the VIE.

The Company regularly assesses its relationships with contractual third party and other entities for potential VIE’s. In making this assessment, the Company considers the potential that its contracts or other arrangements provide subordinated financial support, absorb losses or rights to residual returns of the entity and the ability to directly or indirectly make decisions about the entity’s activities. If the Company determines that it is the primary beneficiary of a VIE, the Company consolidates the statements of operations and financial condition of the VIE into its consolidated financial statements.

Unconsolidated Variable Interest Entity

Prior to the acquisition of Heuro on October 30, 2019 (see Note 2), the Company utilized the consolidation guidance under ASC 810 to determine whether Heuro was a VIE, and if so, whether the Company was the primary beneficiary of Heuro (see Note 7(f)). Prior to the aforementioned acquisition, the Company had concluded that Heuro was a VIE based on the fact that the equity investment at risk in Heuro was not sufficient. The Company’s variable interests in Heuro arose from a profit sharing arrangement with Heuro. In determining whether the Company was the primary beneficiary and whether the Company had the right to receive benefits and the obligation to absorb losses that could potentially be significant to the VIE, the Company evaluated its economic interest in Heuro.

This evaluation considered all relevant factors of Heuro’s structure, including its capital structure, contractual rights to earnings (losses) as well as other contractual arrangements that had the potential to be economically significant. Following the guidance in ASC 810, although the Company had the obligation to absorb losses prior to October 30, 2019, the Company concluded that it was not the primary beneficiary, as it did not have the power to direct the activities that most significantly affected the economic performance of Heuro. The significant economic activities identified were financing activities, research and development activities, commercialization activities, supply and distribution activities, business strategy activities and clinic expansion activities. The evaluation of each of these factors in reaching a conclusion about the potential significance of the Company’s economic interests and control was a matter that required the exercise of professional judgement.

Accordingly, prior to October 30, 2019, the Company did not consolidate Heuro in its consolidated financial statements nor did the Company have any carrying amounts for assets and liabilities relating to the variable interest in the VIE. Upon completion of the acquisition of Heuro on October 30, 2019, the Company consolidates Heuro’s results in its consolidated financial statements.

Related Party Transactions

9 Months Ended

12 Months Ended

Sep. 30, 2020

Dec. 31, 2019

Related Party Transactions

7.	RELATED PARTY TRANSACTIONS

During the nine months ended September 30, 2020, the Company paid approximately $5 thousand

in consulting fees to a director of the Company. During the nine months ended September 30, 2019, the Company paid approximately $25 thousand in consulting fees to a director of the Company. As of September 30, 2020, the Company did not have an accrued liability for consulting fees to a director of the Company.

9.	RELATED PARTY TRANSACTIONS

For the years ended December 31, 2019 and 2018, the Company paid approximately $27 thousand and $33 thousand, respectively, in consulting fees to a director of the Company. As of December 31, 2019, the Company owed $5 thousand to a director for consulting services.

During April 2016, the Company entered into a consulting agreement with Montel Media, Inc. (“Montel Media”), pursuant to which Montel Media provides consulting services for the promotion of the Company’s clinical trials and ongoing media and marketing strategies. Under the agreement, Montel Media received $15 thousand per month. During the first quarter of 2018, the Company terminated its agreement with Montel Media. Montel Media is owned by Montel Williams, who beneficially owns greater than 5% of the Company’s common stock. The Company paid Montel Media $45 thousand for the year ended December 31, 2018 pursuant to the consulting agreement. The Company made no payments to Montel Media for the year ended December 31, 2019

For the year ended December 31, 2018, a benefit of $0.3 million, which included a foreign exchange gain of $18 thousand was included in the change in fair value of derivative financial instruments as the fair value of

stock-based

compensation attributed to the options granted to a director for consulting services rendered with respect to the design and development of the PoNS device. With the adoption of ASC

2018-07

during the third quarter of 2018, all

non-employee

stock-based compensation are no longer recorded as derivative financial instruments.

The Company’s Chief Medical Officer was a founding member of Clinvue LLC (“Clinvue”), a company that provided regulatory advisory services to the Company until it ceased operations during the fourth quarter of 2018. The Company paid Clinvue approximately $0.1 million for consulting services in the year ended December 31, 2018. The Company made no payments to Clinvue for the year ended December 31, 2019.

Sole-Source Cost-Sharing Agreement and Cooperative Research and Development Agreement

12 Months Ended

Dec. 31, 2019

Disclosure Of Cost Sharing Agreement And Cooperative Research And Development Agreement [Abstract]

Sole-Source Cost-Sharing Agreement And Cooperative Research And Development Agreement

10.	SOLE-SOURCE COST-SHARING AGREEMENT AND COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT

In July 2015, the Company entered into a sole source cost sharing agreement with the U.S. Army Medical Research and Materiel Command (“USAMRMC”). Under the terms of the contract, the USAMRMC reimbursed the Company up to $3.0 million to conduct a registrational trial investigating the safety and effectiveness of the PoNS device for the treatment of chronic balance deficits due to mmTBI. Reimbursement of expenses under the agreement was based on a schedule of milestones related to the completion of subjects in the trial. The original contract expired on December 31, 2016; however, the Company extended the agreement through December 31, 2017. On November 7, 2017, the Company received another extension of the contract agreement to December 31, 2018.

In addition, during the third quarter of 2017, the Company announced the execution of an extension to its Cooperative Research and Development Agreement with the USAMRMC through 2018 and extended the deadline for commercialization of the PoNS device to December 31, 2021.

In December 2018, the U.S. Army notified the Company that they were amending the U.S. Army Agreement such that the satisfaction of the obligation of the contract was changed from FDA marketing authorization of the PoNS device to submitting of an application for marketing authorization of the PoNS device with the FDA. The Company satisfied this obligation when it submitted its application for marketing authorization of the PoNS device to the FDA on August 31, 2018, and provided copies of the submission documents to the U.S. Army.

As of December 31, 2018, the Company had received a total of $3.0 million with respect to expenses reimbursed for amounts owed to the Company for completion of development milestones. All reimbursement amounts received are credited directly to the accounts in which the original expenses were recorded, including research and development, wages and salaries, and legal expenses.

Subsequent Events

9 Months Ended

Sep. 30, 2020

Subsequent Events [Abstract]

Subsequent Events

8.	SUBSEQUENT EVENTS

On October 26, 2020, the Company closed on a private placement of an aggregate of 187,646 shares of common stock and warrants to purchase an aggregate of 93,817 shares of common stock at a purchase price of $18.20 per unit, consisting of one share and a warrant to purchase 0.50 shares of common stock, resulting in gross proceeds of approximately $3.4 million, excluding the proceeds, if any, that the Company may receive in the future from the exercise of the warrants. The Company incurred $0.2 million in share issuance costs, including placement agent fees. The warrants have an initial exercise price of $15.82 per share and are exercisable for a period of three years from the date of issuance. The Company also issued warrants to the placement agent to purchase 961 shares of common stock, with an exercise price of $19.775 per share. An officer of the Company and affiliates of an officer and director of the Company participated in the private placement on the same terms and conditions as all other purchasers, except that they paid $18.354 per unit and their warrants have an exercise price of $16.1665 per share.

Pursuant to the securities purchase agreement for the private placement, if the Company issues any shares of common stock or common stock equivalents for cash consideration, indebtedness or a combination thereof, with certain exceptions, within twelve months of the closing of the private placement, each purchaser who subscribed for at least $250,000 has the right to participate in up to such purchaser’s pro rata portion of 30% of the such subsequent financing on the same terms, conditions and price provided for in the subsequent financing.

The following table sets forth the Company’s total stockholders’ equity as reported as of September 30, 2020 and as adjusted on a pro forma basis to reflect the recently completed private placement (amounts in thousands):


Total stockholders’ equity as of September 30, 2020	$	3,197
Net proceeds from October 2020 private placement		3,244

Pro forma total stockholders’ equity as of September 30, 2020	$	6,441

Nasdaq Delisting

On December 4, 2020, the Company received notice from the Listing Qualifications staff of Nasdaq indicating that the Company was not eligible for an additional 180 day extension to meet the Minimum Bid Price Requirement. As a result, the Staff determined that the Company’s securities would be subject to delisting unless the Company timely requests a hearing before the Panel. The Company timely submitted a request for a hearing before the Panel, which request stayed any suspension or delisting action by Nasdaq at least until the hearing process concludes and any extension granted by the Panel expires. On January 15, 2021, the Company received notice from the Staff that the bid price deficiency of the Company had been cured, and that the Company was in compliance with all applicable listing standards, and so the scheduled hearing before the Panel was cancelled.

Significant Accounting Policies (Policies)

9 Months Ended

12 Months Ended

Sep. 30, 2020

Dec. 31, 2019

Accounting Policies [Abstract]

Reverse Stock Split

2018

Reverse Stock Split

Effective after the close of business on January 22, 2018, the Company completed a

1-for-5

reverse stock split of its common stock.

All share and per share amounts

herein have been reflected on a post-split basis.

2020 Reverse Stock Split

Going Concern Uncertainty

Basis of Presentation

10-K

that was filed with the Securities and Exchange Commission on March 12, 2020. The Company’s reporting currency is the U.S. Dollar (“USD$”).

Basis of Presentation

Use of Estimates

Principles of Consolidation

Consolidation

(“ASC 810”)

Principles of Consolidation

Consolidation

(“ASC 810”)

Concentrations of Credit Risk

after-tax

rate of return.

Concentrations of Credit Risk

after-tax

rate of return.

Receivables

Accounts receivables are stated at their net realizable value. In determining the appropriate allowance for doubtful accounts, the Company considers a combination of factors, such as the aging of trade receivables, its customers’ financial strength, and payment history. Changes in these factors, among others, may lead to adjustments in the Company’s allowance for doubtful accounts. The calculation of the required allowance requires judgment by Company management. As of December 31, 2019, the Company’s accounts receivable of $0.4 million, is net of an allowance for doubtful accounts of $0.2 million and is the result of revenue from product sales. As of December 31, 2018, accounts receivable consisted primarily of amounts owed related to license revenue of approximately $0.5 million recognized in 2018 resulting from the Company’s arrangement with HTC and Heuro, of which $0.3 million was classified as a

non-current

receivable. As described below, the Company modified its arrangement with HTC on October 30, 2019.

Inventory

was

recorded during the nine months ended September 30, 2020. No inventory markdowns to net realizable value were recorded during the nine months ended September 30, 2019.

As of September 30, 2020 and December 31, 2019, inventory consisted of the following (amounts in thousands):


	As of September 30, 2020			As of December 31, 2019
Raw materials	$	159		$	144
Work-in-process		446			375
Finished goods		19			129

Inventory	$	624		$	648

Inventory reserve		(52	)		(50	)

Total inventory, net of reserve	$	572		$	598

Inventory

As of December 31, 2019 and 2018, inventory consisted of the following (amounts in thousands):


	As of December 31, 2019			As of December 31, 2018
Raw materials	$	144		$	392
Work-in-process		375			—
Finished goods		129			—

Inventory	$	648		$	392

Inventory reserve		(50	)		—

Total inventory, net of reserve	$	598		$	392

Property and Equipment

As of September 30, 2020 and December 31, 2019, property and equipment consisted of the following (amounts in thousands):


	As of September 30, 2020			As of December 31, 2019
Leasehold improvement	$	64		$	182
Furniture and fixtures		93			247
Equipment		300			286
Computer software and hardware		182			182

Property and equipment		639			897
Less accumulated depreciation		(176	)		(185	)

Property and equipment, net	$	463		$	712

Depreciation expense was $92 thousand

and $89 thousand for the nine months ended September 30, 2020 and 2019, respectively.

During the nine months ended September 30, 2020, the Company sold furniture and fixtures with a net book value of

Property and Equipment

Property and equipment are carried at cost, less accumulated depreciation. Depreciation is recognized using the straight-line method over the useful lives of the related asset or the term of the related lease. Expenditures for maintenance and repairs, which do not improve or extend the expected useful life of the assets, are expensed to operations while major repairs are capitalized. The estimated useful life of its leasehold improvements is over the shorter of its lease term or useful life of 5 years, the estimated useful life of furniture and fixtures is 7 years; equipment has an estimated useful life of 15 years and computer software and hardware has an estimated useful life of 3 to 5 years.

The following tables summarizes the Company’s property and equipment as of December 31, 2019 and 2018 (amounts in thousands):


	As of December 31,
	2019			2018
Leasehold improvement	$	182		$	182
Furniture and fixtures		247			185
Equipment		286			219
Computer hardware and software		182			44
Property and equipment		897			630
Less accumulated depreciation		(185	)		(76	)

Property and equipment, net	$	712		$	554

Depreciation expense of $127 thousand and $59 thousand for the years ended December 31, 2019 and 2018, respectively. During 2019, the Company

wrote-off

$17 thousand of fully depreciated software.

Business Combinations

re-measured

on a recurring basis. It is classified as a liability based on appropriate GAAP.

Co-Promotion

The following table summarizes the recognized fair values of identifiable assets acquired and liabilities assumed as of October 30, 2019:


	October 30, 2019 Fair Value
Assets:
Cash and cash equivalents	$	1
Other receivables		19
Fixed assets		7
Intangibles		1,053
Goodwill		737

Total assets	$	1,817

Liabilities:
Accounts payable	$	186
Other current liabilities		9

Total liabilities	$	195

Net assets acquired	$	1,622

In connection with the SPA, on October 30, 2019, the Company entered into a Clinical Research and

Co-Promotion

Agreement with HTC (the

“Co-Promotion

Agreement”), whereby each company will promote the sales of the Company’s PoNS Treatment and HTC’s NeuroCatch

device throughout Canada. This

co-promotion

Co-Promotion

Agreement had a fair value of CAD$360 thousand at the time of acquisition. License revenue will be recognized in connection with the

Co-Promotion

Agreement ratably over the

ten-year

term.

Business Combinations

re-measured

on a recurring basis. It is classified as a liability based on appropriate GAAP.

On October 30, 2019, the Company and HTC entered into a Share Purchase Agreement (the “SPA”) whereby the Company, through its wholly owned subsidiary, acquired Heuro from HTC. Under the terms of the SPA, total consideration of approximately CAD$2.1 million (USD$1.6 million) was paid to HTC, which included (1) cash of CAD$0.5 million (USD$0.4 million), (2) delivery of 55 PoNS devices for which the fair value was determined to be CAD$0.5 million (USD$0.4 million), (3) the CAD$750 thousand (USD$0.6 million) receivable from the September 2018 strategic alliance agreement and (4) the sale of exclusivity rights granted to HTC in the

Co-Promotion

The operating results of Heuro have been included in the consolidated statement of operations and comprehensive loss since the date of the acquisition.

The acquisition related costs were $0.1 million and were accounted for as selling, general and administrative expenses in the consolidated statement of operations and comprehensive loss.

Supplemental proforma financial information has not been presented here because the proforma effects of this acquisition are not material to the Company’s reported results for any period presented.

The following table summarizes the recognized fair values of identifiable assets acquired and liabilities assumed as of October 30, 2019:


Assets:	October 30, 2019 Fair Value
Cash and cash equivalents	$	1
Other receivables		19
Fixed assets		7
Intangibles		564
Goodwill		1,226

Total assets	$	1,817

Liabilities:
Accounts payable		186
Other current liabilities		9

Total liabilities	$	195

Net assets acquired	$	1,622

Factors considered by the Company in determination of goodwill include synergies, strategic fit and other benefits that do not meet the recognition criteria of acquired identifiable intangible assets. The recognized goodwill of $1.2 million is not expected to be deductible for tax purposes.

In connection with the SPA, on October 30, 2019, the Company entered into a Clinical Research and

Co-Promotion

Agreement with HTC (the

“Co-Promotion

Agreement”), whereby each company will promote the sales of the PoNS Treatment and the NeuroCatch

device throughout Canada. This

co-promotion

Co-Promotion

Agreement had a fair value of CAD$360 thousand at the time of acquisition. License revenue will be recognized in connection with the

Co-Promotion

Agreement ratably over the ten year term.

Goodwill and Other Intangible Assets

Goodwill represents the excess of purchase

The

COVID-19

pandemic in future periods.

The following is a summary of the activity for the nine month period ended September 30, 2020 for goodwill:


Goodwill	2020
Carrying amount at beginning of period	$	1,242
Business acquisition fair value allocation adjustment		(454	)
Foreign currency translation		(63	)

Carrying amount at end of period	$	725

Intangible assets as of September 30, 2020 and December 31, 2019 consist of the following:


	Useful Life		As of September 30, 2020					As of December 31, 2019
	Useful Life		Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Customer relationships		1.25 years	$	227	$	(191	)	$	423	$	(55	)
Acquired proprietary software		5 years		143		(26	)		148		(5	)
Reacquired rights		3.87 years		480		(113	)		—		—
Internally developed software		3 years		82		(23	)		75		(4	)

Total intangible assets			$	932	$	(353	)	$	646	$	(64	)

Amortization expense is anticipated to be as follows in future years:


For the Year Ending December 31,
2020 (remaining 3 months)	$	73
2021		189
2022		176
2023		117
2024		24

	$	579

Goodwill and Other Intangible Assets

Intangible assets as of December 31, 2019 consist of the following:


			As of December 31, 2019
	Useful Life		Gross Carrying Amount		Accumulated Amortization
Customer relationships		1.25 years	$	423	$	(55	)
Acquired proprietary software		5 years		148		(5	)
Internally developed software		3 years		75		(4	)

Total intangible assets			$	646	$	(64	)

Amortization expense related to the intangible assets was $64 thousand for the year ended December 31, 2019.

Amortization expense is anticipated to be as follows in future years:


For the Year Ending December 31,
2020	$	393
2021		83
2022		51
2023		30
2024		25

	$	582

Internally Developed Software Costs

The Company follows ASC

350-40,

Leases

On January 1, 2019, the Company adopted ASU

No. 2016-02,

Leases

right-of-use

(“ROU”) asset and corresponding operating lease liabilities of $0.7 million on January 1, 2019.

non-lease

components which are to be accounted for separately (see Note 6).

Leases

On January 1, 2019, the Company adopted ASU

No. 2016-02,

Leases

right-of-use

non-lease

components which are to be accounted for separately. As of December 31, 2019, approximately $0.1 million of the Company’s operating lease ROU asset had been amortized (see Note 7).

Foreign Currency

non-monetary

assets and liabilities are based on prior period translated amounts, and

non-monetary

assets acquired, and

non-monetary

Foreign Currency

The Company

re-assessed

non-monetary

assets and liabilities are based on prior period translated amounts, and

non-monetary

assets acquired, and

non-monetary

The functional currency of HMC and HCA, the Company’s Canadian subsidiaries, is the CAD$ and the functional currency of HMI and HNR is the USD$. Transactions in foreign currencies are recorded into the functional currency of the relevant subsidiary at the exchange rate in effect at the date of the transaction. Any monetary assets and liabilities arising from these transactions are translated into the functional currency at exchange rates in effect at the balance sheet date or on settlement. Revenues, expenses and cash flows are translated at the weighted-average rates of exchanges for the reporting period. The resulting currency translation adjustments are not included in the Company’s consolidated statements of operations and comprehensive loss for the reporting period, but rather are accumulated and gains and losses are recorded in foreign exchange gain (loss), as a component of comprehensive loss, within the consolidated statements of operations and comprehensive loss.

Stock-Based Compensation

The Company accounts for the granting of stock options to employees and

non-employees

paid-in

capital. Upon exercise of stock options, the consideration paid by the option holder, together with the amount previously recognized in additional

paid-in

In accordance with ASU

2018-07,

Improvements to Nonemployee Share-Based Payment Accounting

(“ASU 2018-07”),

stock-based payments to

non-employees

are measured based on the fair value of the equity instrument issued. Compensation expense for

non-employee

stock awards is recognized over the requisite service period following the measurement of the fair value on the grant date over the vesting period of the award.

Stock-Based Compensation

The Company accounts for all stock-based payments and awards under the fair value-based method. The Company recognizes its stock-based compensation expense using the straight-line method.

The Company accounts for the granting of stock options to employees and

non-employees

paid-in

capital. Upon exercise of stock options, the consideration paid by the option holder is recorded in additional

paid-in

Prior to the adoption of ASU

No. 2018-07,

Improvements to Nonemployee Share-Based Payment Accounting (“ASU

2018-07”)

during the third quarter of 2018,

stock-based payments to

non-employees

was

re-measured

non-employees

that were fully vested and

non-forfeitable

as of the grant date was measured and recognized at that date. Following the adoption of ASU

2018-07,

stock-based payments to

non-employees

are now being measured based on the fair value of the equity instrument issued and compensation expense for

non-employee

stock awards is recognized over the requisite service period following the measurement of the fair value on the grant date over the vesting period of the award.

re-measured

to their fair values at the end of each reporting date with changes in the fair value recognized in stock-based compensation expense or additional

paid-in

non-employee

Revenue Recognition

In accordance with the FASB’s ASC 606,

Revenue from Contracts with Customers

(i)

identify the contract(s) with a customer;

(ii)

identify the performance obligations in the contract;

(iii)

determine the transaction price;

(iv)

allocate the transaction price to the performance obligations in the contract; and

(v)

recognize revenue when (or as) the entity satisfies a performance obligation.

Product Sales, net

During the first half of 2019, product sales were derived from the sale of the PoNS device and certain support services including services from the use of the NeuroCatch

Fee Revenue

License Revenue

ten-year

term as the performance obligation is met in connection with the

Co-Promotion

Agreement. During the nine months ended September 30, 2020, the Company recognized revenues of $20 thousand in license fees associated with the

Co-Promotion

Agreement. Revenue not yet recognized of $0.2 million is recorded as deferred revenue on the condensed consolidated balance sheet.

Revenue Recognition

In accordance with FASB’s ASC 606,

Revenue from Contracts with Customers

(i)

identify the contract(s) with a customer;

(ii)

identify the performance obligations in the contract;

(iii)

determine the transaction price;

(iv)

allocate the transaction price to the performance obligations in the contract; and

(v)

recognize revenue when (or as) the entity satisfies a performance obligation.

License Revenue

Co-Promotion

Agreement. During the fourth quarter of 2019, the Company recognized revenues of $5 thousand in license fees associated with the

Co-Promotion

Agreement. Revenue not yet recognized of $0.3 million is recorded as deferred revenue on the consolidated balance sheet.

Product Sales, net

During the first half of 2019, product sales were derived from the sale of the PoNS device and certain support services including services from the use of the NeuroCatch

device, which is owned by HTC and assesses electroencephalogram brain waves related to cognition of patients participating in the PoNS Treatment at neuroplasticity clinics in Canada. The Company acted in an agency capacity for services performed using the NeuroCatch device and remitted CAD$600 for each patient assessed with the NeuroCatch device. According to the supply agreement with each of these clinics, the Company’s performance obligation was met when it delivered the PoNS device to the clinic’s facility and the clinic assumed title of the PoNS device upon acceptance. As such, revenue is recognized at a point in time. Shipping and handling costs associated with outbound freight before control of a product has been transferred to a customer are accounted for as a fulfillment cost and are included in cost of sales. Further, according to the Company’s arrangement with HTC and Heuro, the Company shared 50/50 with Heuro in fees from support services excluding the CAD$600 payment for an assessment using the NeuroCatch device. Subsequent to July 1, 2019, product sales were derived from the sale of the PoNS device alone as the NeuroCatch is sold directly to the neuroplasticity clinics in Canada by HTC. For the year ended December 31, 2019, the Company recorded $1.5 million in product sales net of $11 thousand for HTC’s portion related to assessments using the NeuroCatch device. As described above, the Company modified its arrangement with HTC on October 30, 2019. As of December 31, 2019, the control of the 55 PoNS devices included as consideration in the Heuro acquisition had not been transferred resulting in the fair value of the devices being recorded as deferred revenue of $0.4 million on the consolidated balance sheet. Revenue will be recognized for these devices as control is transferred. The only returns during 2019 were the result of warranty returns for defective products. These returns were insignificant during the year and any future replacements are expected to be immaterial.

Fee Revenue

non-current

receivables, respectively, and had no contract assets or liabilities on its consolidated balance sheets related to license revenue pursuant to the Company’s arrangement with HTC and Heuro.

Cost of Sales

Income Taxes

The Company has adopted the provisions of ASC 740

Income Taxes

The Company accounts for income taxes using the asset and liability method. The asset and liability method provide that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

The Company has adopted the provisions of ASC 740

Income Taxes

Research and Development Expenses

Segment Information

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company operates and manages its business within one operating and reportable segment. Accordingly, the Company reports the accompanying consolidated financial statements in the aggregate in one reportable segment.

Derivative Financial Instruments

Derivatives and Hedging

(“ASC 815”). The result of this accounting treatment is that the fair value of the derivative is

re-measured

at the settlement date and the fair value of the underlying instrument is reclassified to equity.

Derivative Financial Instruments

Derivatives and Hedging

. 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 condensed consolidated statements of operations and comprehensive loss. As of December 31, 2019 and 2018, the Company’s derivative financial instruments were comprised of warrants issued in connection with both public and/or private securities offerings. During the third quarter of 2018, the

non-employee

stock options were reclassified to equity following the modification of these stock options. Upon settlement of a derivative financial instrument, the instrument is

re-measured

at the settlement date and the fair value of the underlying instrument is reclassified to equity (see Note 4).

The classification of derivative financial instruments, including whether such instruments should be recorded as liabilities/assets or as equity, is reassessed at the end of each reporting period. Derivative financial instruments that become subject to reclassification are reclassified at the fair value of the instrument on the reclassification date. Derivative financial instruments will be classified in the consolidated balance sheet as current if the right to exercise or settle the derivative financial instrument lies with the holder.

Fair Value Measurements

The Company accounts for financial instruments in accordance with ASC 820,

Fair Value Measurements and Disclosures

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 – Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly; and

Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

non-current

lease liability, operating lease ROU asset and

non-current

receivables approximate their fair values due to the immediate or short-term nature of these instruments.


	Fair Value		Level 1		Level 2		Level 3
September 30, 2020
Liabilities:
Derivative financial instruments	$	—	$	—	$	—	$	—
December 31, 2019
Liabilities:
Derivative financial instruments	$	5	$	—	$	—	$	5

There were no transfers between any levels for any of the periods presented.

COVID-19

Fair Value Measurements

The Company accounts for financial instruments in accordance with ASC 820,

Fair Value Measurements and Disclosures

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 – Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly; and

Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

non-current

receivables, approximate their fair values due to the immediate or short-term nature of these instruments.


	Fair Value		Level 1		Level 2		Level 3
December 31, 2019
Liabilities:
Derivative financial instruments	$	5	$	—	$	—	$	5
December 31, 2018
Assets:
Non-current receivable	$	294	$	—	$	—	$	294
Liabilities:
Derivative financial instruments	$	13,769	$	—	$	—	$	13,769

There were no transfers between any of the levels during the years ended December 31, 2019 and 2018.

Basic and Diluted Income (Loss) per Share

Basic and Diluted Loss per Share

The treasury stock method is used in calculating diluted EPS for potentially dilutive stock options and share purchase warrants, which assumes that any proceeds received from the exercise of

in-the-money

The basic and diluted loss per share for the periods noted below is as follows (amounts in thousands except shares and per share data):


	Nine Months Ended September 30,
	2020			2019
Basic
Numerator:
Net loss	$	(11,595	)	$	(4,450	)

Denominator:
Weighted average common shares outstanding		1,119,639			739,115

Basic net loss per share	$	(10.36	)	$	(6.02	)

Diluted
Numerator:
Net loss, basic	$	(11,595	)	$	(4,450	)
Effect of dilutive securities		—			—

Net loss, diluted	$	(11,595	)	$	(4,450	)
Denominator:
Weighted average common shares outstanding – basic		1,119,639			739,115
Potential common share issuances:
Incremental dilutive shares from equity instruments (treasury stock method)		—			—

Weighted average common shares outstanding		1,119,639			739,115

Diluted net loss per share	$	(10.36	)	$	(6.02	)


	Nine Months Ended September 30,
	2020		2019
Stock options outstanding		112,224		103,693
RSUs		164		—
Warrants outstanding		265,583		86,960

Total		337,971		190,653

Basic and Diluted Income (Loss) per Share

The treasury stock method is used in calculating diluted EPS for potentially dilutive stock options and share purchase warrants, which assumes that any proceeds received from the exercise of

in-the-money

The basic and diluted loss per share for the periods noted below is as follows (amounts in thousands, except for share and per share amounts):


	For the Year Ended December 31,
	2019			2018
Basic and Diluted
Numerator
Net loss	$	(9,781	)	$	(28,623	)
Denominator
Weighted-average common shares outstanding – basic and diluted		752,932			651,034

Basic and diluted net loss per share	$	(12.99	)	$	(43.97	)

The following outstanding securities have been excluded from the computation of diluted weighted shares outstanding for the periods noted below, as they would have been anti-dilutive due to the Company’s losses for the years ended December 31, 2019 and 2018 and because the exercise price of certain of these outstanding securities were greater than the average closing price of the Company’s common stock.


	For the Year Ended December 31,
	2019		2018
Options outstanding		99,018		94,475
RSUs		788		27
Warrants outstanding		86,958		114,406

Total		186,764		208,908

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU

2016-13,

Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

2019-10,

Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842): Effective Dates

, which amends the effective date of ASU

2016-13.

2016-13

will have on its consolidated financial statements.

In August 2018, the FASB issued ASU

2018-13,

Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement

In November 2018, FASB issued ASU

2018-18,

ollaborative Arrangements (Topic 808): Clarifying the Interaction Between Topic 808 and Topic 606,

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU

2016-13,

Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

2019-10,

Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842): Effective Dates

, which amends the effective date of ASU

2016-13.

2016-13

will have on its consolidated financial statements.

In August 2018, the FASB issued ASU

2018-13,

Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement

, which adds disclosure requirements to Topic 820 for the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. This ASU is effective for interim and annual reporting periods beginning after December 15, 2019. The Company will adopt the standard as of January 1, 2020 and anticipates an increase in Level 3 fair value disclosures within the footnotes to the consolidated financial statements.

In November 2018, FASB issued ASU

2018-18,

ollaborative Arrangements (Topic 808): Clarifying the Interaction Between Topic 808 and Topic 606,

which, among other things, provides guidance on how to assess whether certain collaborative arrangement transactions should be accounted for under Topic 606. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. The Company will adopt the standard as of January 1, 2020. In conjunction with the acquisition of Heuro on October 30, 2019, the Company entered into a

co-promotion

agreement with HTC which meets the definition of a collaborative agreement. Certain components of the

co-promotion

agreement fall under the scope of ASC 606 and will be accounted for accordingly.

Significant Accounting Policies (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2020

Dec. 31, 2019

Accounting Policies [Abstract]

Schedule of Inventory

As of September 30, 2020 and December 31, 2019, inventory consisted of the following (amounts in thousands):


	As of September 30, 2020			As of December 31, 2019
Raw materials	$	159		$	144
Work-in-process		446			375
Finished goods		19			129

Inventory	$	624		$	648

Inventory reserve		(52	)		(50	)

Total inventory, net of reserve	$	572		$	598

As of December 31, 2019 and 2018, inventory consisted of the following (amounts in thousands):


	As of December 31, 2019			As of December 31, 2018
Raw materials	$	144		$	392
Work-in-process		375			—
Finished goods		129			—

Inventory	$	648		$	392

Inventory reserve		(50	)		—

Total inventory, net of reserve	$	598		$	392

Summary of Property and Equipment

As of September 30, 2020 and December 31, 2019, property and equipment consisted of the following (amounts in thousands):


	As of September 30, 2020			As of December 31, 2019
Leasehold improvement	$	64		$	182
Furniture and fixtures		93			247
Equipment		300			286
Computer software and hardware		182			182

Property and equipment		639			897
Less accumulated depreciation		(176	)		(185	)

Property and equipment, net	$	463		$	712

The following tables summarizes the Company’s property and equipment as of December 31, 2019 and 2018 (amounts in thousands):


	As of December 31,
	2019			2018
Leasehold improvement	$	182		$	182
Furniture and fixtures		247			185
Equipment		286			219
Computer hardware and software		182			44
Property and equipment		897			630
Less accumulated depreciation		(185	)		(76	)

Property and equipment, net	$	712		$	554

Summary of Recognized Fair Values of Identifiable Assets Acquired and Liabilities Assumed

The following table summarizes the recognized fair values of identifiable assets acquired and liabilities assumed as of October 30, 2019:


	October 30, 2019 Fair Value
Assets:
Cash and cash equivalents	$	1
Other receivables		19
Fixed assets		7
Intangibles		1,053
Goodwill		737

Total assets	$	1,817

Liabilities:
Accounts payable	$	186
Other current liabilities		9

Total liabilities	$	195

Net assets acquired	$	1,622

The following table summarizes the recognized fair values of identifiable assets acquired and liabilities assumed as of October 30, 2019:


Assets:	October 30, 2019 Fair Value
Cash and cash equivalents	$	1
Other receivables		19
Fixed assets		7
Intangibles		564
Goodwill		1,226

Total assets	$	1,817

Liabilities:
Accounts payable		186
Other current liabilities		9

Total liabilities	$	195

Net assets acquired	$	1,622

Summary of Activity for Goodwill

The following is a summary of the activity for the nine month period ended September 30, 2020 for goodwill:


Goodwill	2020
Carrying amount at beginning of period	$	1,242
Business acquisition fair value allocation adjustment		(454	)
Foreign currency translation		(63	)

Carrying amount at end of period	$	725

Summary of Intangible Assets

Intangible assets as of September 30, 2020 and December 31, 2019 consist of the following:


	Useful Life		As of September 30, 2020					As of December 31, 2019
	Useful Life		Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Customer relationships		1.25 years	$	227	$	(191	)	$	423	$	(55	)
Acquired proprietary software		5 years		143		(26	)		148		(5	)
Reacquired rights		3.87 years		480		(113	)		—		—
Internally developed software		3 years		82		(23	)		75		(4	)

Total intangible assets			$	932	$	(353	)	$	646	$	(64	)

Intangible assets as of December 31, 2019 consist of the following:


			As of December 31, 2019
	Useful Life		Gross Carrying Amount		Accumulated Amortization
Customer relationships		1.25 years	$	423	$	(55	)
Acquired proprietary software		5 years		148		(5	)
Internally developed software		3 years		75		(4	)

Total intangible assets			$	646	$	(64	)

Summary of Anticipated Amortization Expense

Amortization expense is anticipated to be as follows in future years:


For the Year Ending December 31,
2020 (remaining 3 months)	$	73
2021		189
2022		176
2023		117
2024		24

	$	579

Amortization expense is anticipated to be as follows in future years:


For the Year Ending December 31,
2020	$	393
2021		83
2022		51
2023		30
2024		25

	$	582

Summary of Derivative Financial Instruments and Stock-Based Compensation Liability for Non-employee Stock Options


	Fair Value		Level 1		Level 2		Level 3
September 30, 2020
Liabilities:
Derivative financial instruments	$	—	$	—	$	—	$	—
December 31, 2019
Liabilities:
Derivative financial instruments	$	5	$	—	$	—	$	5


	Fair Value		Level 1		Level 2		Level 3
December 31, 2019
Liabilities:
Derivative financial instruments	$	5	$	—	$	—	$	5
December 31, 2018
Assets:
Non-current receivable	$	294	$	—	$	—	$	294
Liabilities:
Derivative financial instruments	$	13,769	$	—	$	—	$	13,769

Summary of Basic and Diluted Loss per Share

The basic and diluted loss per share for the periods noted below is as follows (amounts in thousands except shares and per share data):


	Nine Months Ended September 30,
	2020			2019
Basic
Numerator:
Net loss	$	(11,595	)	$	(4,450	)

Denominator:
Weighted average common shares outstanding		1,119,639			739,115

Basic net loss per share	$	(10.36	)	$	(6.02	)

Diluted
Numerator:
Net loss, basic	$	(11,595	)	$	(4,450	)
Effect of dilutive securities		—			—

Net loss, diluted	$	(11,595	)	$	(4,450	)
Denominator:
Weighted average common shares outstanding – basic		1,119,639			739,115
Potential common share issuances:
Incremental dilutive shares from equity instruments (treasury stock method)		—			—

Weighted average common shares outstanding		1,119,639			739,115

Diluted net loss per share	$	(10.36	)	$	(6.02	)

The basic and diluted loss per share for the periods noted below is as follows (amounts in thousands, except for share and per share amounts):


	For the Year Ended December 31,
	2019			2018
Basic and Diluted
Numerator
Net loss	$	(9,781	)	$	(28,623	)
Denominator
Weighted-average common shares outstanding – basic and diluted		752,932			651,034

Basic and diluted net loss per share	$	(12.99	)	$	(43.97	)

Summary of Outstanding Securities Excluded from Computation of Diluted Weighted Shares Outstanding


	Nine Months Ended September 30,
	2020		2019
Stock options outstanding		112,224		103,693
RSUs		164		—
Warrants outstanding		265,583		86,960

Total		337,971		190,653

The following outstanding securities have been excluded from the computation of diluted weighted shares outstanding for the periods noted below, as they would have been anti-dilutive due to the Company’s losses for the years ended December 31, 2019 and 2018 and because the exercise price of certain of these outstanding securities were greater than the average closing price of the Company’s common stock.


	For the Year Ended December 31,
	2019		2018
Options outstanding		99,018		94,475
RSUs		788		27
Warrants outstanding		86,958		114,406

Total		186,764		208,908

Common Stock and Warrants (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2020

Dec. 31, 2019

Summary of Weighted Average Assumptions Used in Estimating Fair Value of Warrants


	September 30, 2020			December 31, 2019
Stock price	CAD$	18.55		CAD$	43.05
Exercise price	CAD$	428.75		CAD$	428.75
Warrant term		0.53 years			1.28 years
Expected volatility		107.16	%		72.43	%
Risk-free interest rate		0.16	%		1.72	%
Dividend rate		0.00	%		0.00	%


	As of December 31,
	2019			2018
Stock price	CAD $	43.05		CAD$	448.00
Exercise price	CAD $	428.75		CAD$	381.15
Warrant term		1.28 years			1.71 years
Expected volatility		72.43	%		75.31	%
Risk-free interest rate		1.72	%		1.80	%
Dividend rate		0.00	%		0.00	%

Summary of Warrants Accounted for as Liabilities and Recorded as Derivative Financial Instruments


	Nine Months Ended September 30,
	2020			2019
Fair value of warrants at beginning of period	$	5		$	13,769
Exercise of warrants		—			(35	)
Foreign exchange losses		(1	)		382
Change in fair value of warrants during the period		(4	)		(14,033	)

Fair value of warrants at end of period	$	—		$	83


	Year Ended December 31,
	2019			2018
Fair value of warrants at beginning of year	$	13,769		$	6,941
Issuance of warrants		—			7,372
Exercise of warrants		(35	)		(3,012	)
Fair value of previously classified equity warrants		—			5,049
Fair value of previously classified liability warrants reclassified to additional paid-in capital		—			(2,478	)
Foreign exchange losses (gains)		384			(872	)
Change in fair value of warrants during the year		(14,113	)		769

Fair value of warrants at end of year	$	5		$	13,769

Summary of Warrant Activity

The following is a summary of the Company’s warrant activity during the nine months ended September 30, 2020:


	Number of Warrants					Weighted Average Exercise Price
	CAD		US			CAD$		USD$
Outstanding as of December 31, 2019		68,351		18,607		$	428.75	$	428.40
Granted		—		178,776			—		16.10
Cancelled/Expired		—		(151	)		—		376.25
Exercised		—		—			—		—

Outstanding as of September 30, 2020		68,351		197,232		$	428.75	$	54.71

The following is a summary of warrant activity during the years ended December 31, 2019 and 2018:


	Number of Warrants (by currency denomination of exercise price)						Weighted-Average Exercise Price
	CAD$			USD$			CAD$		USD$
Outstanding as of December 31, 2017		28,900			38,382		$	258.30	$	358.75
Granted		70,766			—			427.70		—
Expired		(648	)		(3,901	)		175.00		525.00
Exercised		(3,219	)		(15,874	)		345.80		236.25

Outstanding as of December 31, 2018		95,799			18,607		$	381.15	$	428.40

Granted		—			—			—		—
Cancelled/Expired		(26,352	)		—			262.50		—
Exercised		(1,096	)		—			262.50		—

Outstanding and exercisable as of December 31, 2019		68,351			18,607		$	428.75	$	428.40

Warrants Outstanding and Exercisable

The Company’s warrants outstanding and exercisable as of September 30, 2020 were as follows:


Number of Warrants Outstanding		Exercise Price		Expiration Date
	7,740		USD$428.75	December 22, 2020
	4,886		USD$428.75	December 28, 2020
	5,830		USD$428.75	December 29, 2020
	68,351		CAD$428.75	April 10, 2021
	178,776		USD$16.10	March 20, 2025

	265,583

The following table summarizes the Company’s warrants outstanding and exercisable as of December 31, 2019:


Number of Warrants Outstanding		Exercise Price	Expiration Date
	108	US$376.25	June 26, 2020
	43	US$376.25	July 17, 2020
	7,740	US$428.75	December 22, 2020
	4,886	US$428.75	December 28, 2020
	5,830	US$428.75	December 29, 2020
	68,351	CAD$428.75	April 21, 2021

	86,958

March 2020 Offering

Summary of Weighted Average Assumptions Used in Estimating Fair Value of Warrants


	March 20, 2020
Stock price	$	12.25
Exercise price	$	16.10
Warrant term		5.50 years
Expected volatility		82.41	%
Risk-free interest rate		0.52	%
Dividend rate		0.00	%

April 2016 Offering

Summary of Weighted Average Assumptions Used in Estimating Fair Value of Warrants

The following table summarizes the weighted average assumptions used in estimating the fair value of the warrants issued in the April 2018

Offering using the Black-Scholes option pricing model as of the date of the initial closing of the offering and the date of the closing of the over-allotment option and September 30

, 2020


	September 30, 2020			April 24, 2018			April 13, 2018
Stock price	CAD$	18.55		CAD$	376.60		CAD$	344.75
Exercise price	CAD$	428.75		CAD$	428.75		CAD$	428.75
Warrant term		0.53 years			3.00 years			3.00 years
Expected volatility		107.16	%		64.49	%		64.20	%
Risk-free interest rate		0.16	%		2.02	%		1.99	%
Dividend rate		0.00	%		0.00	%		0.00	%


	December 31, 2018			April 1, 2018			Grant Date
Stock price	CAD$	448.00		CAD$	450.45		CAD$	190.75
Exercise price	CAD$	262.50		CAD$	262.50		CAD$	262.50
Warrant term		0.30 years			1.05 years			3.0 years
Expected volatility		83.56	%		71.13	%		83.83	%
Risk-free interest rate		1.64	%		1.60	%		0.60	%
Dividend rate		0.00	%		0.00	%		0.00	%

December 2017 Financing

Summary of Weighted Average Assumptions Used in Estimating Fair Value of Warrants


	April 1, 2018			December 29, 2017			December 28, 2017			December 22, 2017
Stock price	$	353.85		$	431.20		$	435.75		$	371.00
Exercise price	$	428.75		$	428.75		$	428.75		$	428.75
Warrant term		2.7 years			3.0 years			3.0 years			3.0 years
Expected volatility		65.40	%		60.24	%		60.24	%		60.24	%
Risk-free interest rate		2.39	%		1.98	%		2.00	%		2.01	%
Dividend rate		0.00	%		0.00	%		0.00	%		0.00	%

April 2018 Offering

Summary of Weighted Average Assumptions Used in Estimating Fair Value of Warrants


	December 31, 2019			April 24, 2018			April 13, 2018
Stock price	CAD $	43.05		CAD $	376.60		CAD $	344.75
Exercise price	CAD $	428.75		CAD $	428.75		CAD $	428.75
Warrant term		1.28 years			3.00 years			3.00 years
Expected volatility		72.43	%		64.49	%		64.20	%
Risk-free interest rate		1.72	%		2.02	%		1.99	%
Dividend rate		0.00	%		0.00	%		0.00	%

Share Based Payments (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2020

Dec. 31, 2019

Summary of Stock Option Activity

The following is a summary of the Company’s stock option activity during the nine

months ended September 30

, 2020


	Number of Stock Options			Weighted Average Exercise Price			Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2019		99,018		$	236.63		$	—
Granted		23,112			16.42			—
Forfeited/Cancelle d		(9,906	)		(198.03	)		—
Exercised		—			—			—

Outstanding as of September 30, 2020		112,224		$	194.68		$	—

Exercisable as of September 30, 2020		69,995		$	149.62		$	—

The following is a summary of stock option activity for the year ended December 31, 2019 and 2018:


	Number of Options			Weighted Average Exercise Price in USD$		Aggregate Intrinsic Value in USD$
Outstanding as of December 31, 2017		69,921
Granted		28,896			354.20
Forfeited		(1,528	)		346.15
Exercised (1)		(2,814	)		108.50

Outstanding as of December 31, 2018		94,475		$	249.87	$	8,308
Granted		33,337		$	162.74
Forfeited/Cancelled		(13,939	)		298.55
Exercised (2)		(14,855	)		96.95

Outstanding as of December 31, 2019		99,018		$	236.63	$	—

Exercisable as of December 31, 2019		53,850		$	248.25	$	—

(1)	For the year ended December 31, 2018, 242 stock options were exercised on a cashless basis resulting in 93 shares being withheld in satisfaction of the exercise price.

(2)	For the year ended December 31, 2019, 14,855 stock options were exercised on a cashless basis resulting in 13,818 shares being withheld in satisfaction of the exercise price.

Summary of Company's Restricted Stock Unit Activity

The following is a summary of the Company’s restricted stock award activity for the nine

months ended September 30

, 2020


	Number of Restricted Stock Units			Weighted Average Grant Date Fair Value per Unit
Outstanding as of December 31, 2019		788			USD$21.17
Granted		6,207			17.62
Settled		(6,831	)		18.13

Outstanding as of September 30, 2020		164			$13.54

The following is a summary of the Company’s RSU activity for the years ended December 31, 2019 and 2018:


	Number of Restricted Stock Units			Weighted Average Grant Date Fair Value per Unit
Outstanding as of January 1, 2018		54		CAD$	350.00
Vested and settled during 2018 (1)		(27	)	CAD$	350.00

Outstanding as of December 31, 2018		27		CAD$	350.00
Granted		788		USD$	21.17
Vested and settled during 2019 (1)		(27	)	CAD$	350.00

Outstanding as of December 31, 2019		788		USD$	21.17

(1)	Includes 7 RSUs withheld to satisfy required withholding taxes.

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

Stock-based compensation expense is classified in the Company’s condensed consolidated statements of operations and comprehensive loss as follows (amounts in thousands):


	Nine Months Ended September 30,
	2020			2019
Research and development	$	727		$	643
Cost of sales		(1	)		—
Selling, general and administrativ e		1,295			2,693

Total	$	2,021		$	3,336

Stock-based compensation expense is classified in the Company’s consolidated statements of operations and comprehensive loss as follows (amounts in thousands):


	2019		2018
Research and development	$	898	$	939
General and administrative		3,793		7,156

Total	$	4,691	$	8,095

Employee and Director Stock Options

Summary of Stock Options Outstanding and Exercisable

The following table summarizes stock options outstanding and exercisable by employees and directors as of December 31, 2019:


Number of Options Outstanding		Expiration Date	Options Outstanding Remaining Contractual Life (In Years)		Exercise Price		Fair Value Post Modification (1)		Grant Date Fair Value		Number of Options Exercisable
	571	December 8, 2024		4.94	$	445.20	$	76.30	$	—		571
	2,285	December 8, 2024		4.94	$	445.20	$	76.30	$	—		2,285
	571	March 16, 2025		5.20	$	438.20	$	85.05	$	—		571
	4,285	October 21, 2025		5.80	$	112.00	$	230.00	$	—		4,285
	570	December 31, 2025		6.00	$	156.80	$	204.94	$	—		570
	16,997	July 13, 2026		6.53	$	187.25	$	181.32	$	—		16,997
	571	August 8, 2026		6.60	$	174.30	$	189.75	$	—		571
	17,624	April 17, 2027		7.29	$	284.55	$	263.85	$	—		8,812
	175	May 18, 2027		7.37	$	257.25	$	166.27	$	—		175
	285	May 18, 2027		7.37	$	257.25	$	267.77	$	—		142
	571	August 8, 2027		7.60	$	363.30	$	258.17	$	—		286
	571	April 9, 2028		8.27	$	316.05	$	280.33	$	—		143
	9,639	May 15, 2028		8.37	$	384.65	$	276.29	$	—		5,238
	1,584	August 22, 2028		8.64	$	358.05	$	—	$	252.39		396
	11	September 4, 2028		8.67	$	356.65	$	—	$	251.63		11
	1,428	September 10, 2028		8.69	$	361.90	$	—	$	255.45		357
	1,428	September 24, 2028		8.73	$	339.85	$	—	$	237.58		357
	2,142	October 15, 2028		8.79	$	306.25	$	—	$	216.82		2,142
	285	October 29, 2028		8.82	$	339.85	$	—	$	240.32		71
	143	November 19, 2028		8.88	$	280.00	$	—	$	198.12		143
	214	January 22, 2029		9.06	$	267.75	$	—	$	185.50		—
	214	February 4, 2029		9.09	$	254.10	$	—	$	176.05		—
	15,528	March 28, 2029		9.23	$	236.60	$	—	$	161.70		2,532
	6,137	August 7, 2029		9.60	$	71.05	$	—	$	47.95		—
	1,142	August 19, 2029		9.63	$	67.55	$	—	$	45.50		—
	4,285	September 23, 2029		9.72	$	60.55	$	—	$	42.00		—
	856	September 30, 2029		9.74	$	57.75	$	—	$	38.85		—
	570	October 1, 2029		9.75	$	58.80	$	—	$	34.30		—
	428	October 14, 2029		9.78	$	50.75	$	—	$	34.30		—

	91,110											46,655

(1)	Reflects fair value of modified stock options on August 8, 2018

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

The weighted average grant date fair value of employee and director stock options granted for the nine

months ended September 30

, 2020

was $0.30

per option and the grant date fair values of these stock options were estimated using the Black-Scholes option pricing model using the following weighted average assumptions:


	Nine Months Ended September 30, 2020
Stock price	$	16.42
Exercise price	$	16.42
Expected term		5.26 years
Expected volatility		77.35	%
Risk-free interest rat e		0.58	%
Dividend rate		0.00	%

The fair value of employee and director stock options granted for the years ended December 31, 2019 and 2018 had a weighted average grant date fair value of $105.38 and $272.30 per option, respectively, and they were estimated using the Black-Scholes option-pricing model with the following weighted-average assumptions:


	Year Ended December 31,
	2019			2018
Stock price	$	162.74		$	392.35
Exercise price	$	162.74		$	354.20
Expected term		5.42 years			6.25 years
Expected volatility		76.90	%		78.99	%
Risk-free interest rate		1.96	%		2.67	%
Dividend rate		0.00	%		0.00	%

Consultants Stock Options

Summary of Stock Options Outstanding and Exercisable

The following table summarizes stock options outstanding and exercisable by consultants as of December 31, 2019:


Number of Options Outstanding		Expiration Date	Options Outstanding Remaining Contractual Life (In Years)		Exercise Price		Fair Value Post Modification (1)		Grant Date Fair Value		Number of Options Exercisable
	855	December 8, 2024		4.94	$	445.20	$	76.30	$	—		855
	3,142	October 28, 2025		5.82	$	111.30	$	230.67	$	—		3,142
	2,056	October 3, 2026		6.75	$	180.25	$	187.25	$	—		2,056
	571	May 18, 2027		7.37	$	257.25	$	267.77	$	—		286
	428	August 8, 2027		7.60	$	363.30	$	258.17	$	—		214
	428	November 6, 2027		7.84	$	567.00	$	244.32	$	—		214
	428	August 22, 2028		8.64	$	358.05	$	—	$	310.28		428

	7,908											7,195

(1)	Reflects fair value of modified stock options on August 8, 2018

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

Stock options granted to the Company’s consultants for the year ended December 31, 2018 had a weighted average grant date fair value of $310.45 per share, and they were estimated using the

Black-Scholes

option-pricing model with the following weighted-average assumptions:


	Year Ended December 31,
	2018
Stock price	$	358.05
Exercise price	$	358.05
Option term		10 years
Expected volatility		90.17	%
Risk-free interest rate		2.82	%
Dividend rate		0.00	%

Summary of Non-Employee Stock Options Accounted for As Derivative Financial Instruments

The following table summarizes

non-employee

stock options that had been accounted for as derivative financial instruments during the year ended December 31, 2018 (amounts in thousands):


	Year Ended December 31,
	2018
Fair value of non-employee stock options at beginning of year	$	2,637
Exercise of non-employee options		(737	)
Cancelled		—
Foreign exchange gains		(38	)
Change in fair value of non-employee stock options during the year		(656	)
Reclassification to additional paid-in capital		(1,206	)

Fair value of non-employee stock options at end of year	$	—

Non-employee Liability

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

The fair value of

non-employee


	August 8, 2018
Stock price	CAD$	424.90
Exercise price	CAD$	153.30
Expected life		0.93 years
Expected volatility		73.18	%
Risk-free interest rate		1.95	%
Dividend rate		0.00	%

Accrued Expenses (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2020

Dec. 31, 2019

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

Accrued expenses consisted of the following (amounts in thousands):


	As of
	September 30, 2020		December 31, 2019
Employees benefits	$	557	$	722
Professional services		6		67
Legal fees		163		81
Royalty fees		5		13
Franchise fees		40		28
Severanc e		550		606
Other		78		2

Total	$	1,399	$	1,519

Accrued severance expenses as of September 30

2020

included $0.5 million in severance costs related to the departure of our former chief executive officer in August 2020

Accrued expenses consisted of the following (amounts in thousands):


	As of December 31,
	2019		2018
Employees benefits	$	722	$	876
Professional services		67		518
Legal expense		81		253
Royalty fees		13		—
Franchise fees		28		—
Rent		—		98
Severance		606		66
Other		2		1

	$	1,519	$	1,812

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2019

Income Tax Disclosure [Abstract]

Components of Net Loss (Income) for Income Tax

The components of net loss (income) are as follows (amounts in thousands):


	Year Ended December 31,
	2019		2018
U.S.	$	7,980	$	29,013
Non-U.S.		1,801		(390	)

	$	9,781	$	28,623

Reconciliation of Income Tax Provision Computed at Statutory Rates

A reconciliation of the income tax provision computed at statutory rates to the reported income tax provision is as follows (amounts in thousands):


	Year Ended December 31,
	2019			2018
Statutory tax rate		21.00	%		21.00	%

Net loss before income taxes	$	9,781		$	28,623

Expected income tax recovery	$	(2,054	)	$	(6,011	)
Increase (decrease) in income tax recovery resulting from:
Derivative liability		(2,964	)		877
Share based payments		949			1,279
Other permanent difference		(213	)		(376	)
Foreign income taxed at foreign rate		(99	)		23
Increase in valuation allowance		4,381			4,208

Income tax expense	$	—		$	—

Components of Deferred Income Tax Assets and Liabilities

The significant components of the Company’s deferred income tax assets and liabilities after applying enacted corporate tax rates are as follows (amounts in thousands):


	As of December 31,
	2019			2018
Deferred income tax assets (liabilities)
Operating losses carried forward	$	21,318		$	16,028
Tax credits		679			1,217
Stock compensation		1,496			1,447
Other		1,293			85
Valuation allowance		(24,786	)		(18,777	)

Net deferred income tax asset	$	—		$	—

Commitments and Contingencies (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2020

Dec. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Lease Payments Related to Non-cancellable Operating Lease Commitments

The following table summarizes the Company’s operating lease information including future minimum lease payments under a

non-cancellable

lease as of September 30, 2020 (amounts in thousands).


For the Nine Months Ended September 30, 2020
Operating lease cost	$	57
Operating lease – operating cash flows	$	189
Weighted average remaining lease term		1.75 years
Weighted average discount rate		7.2	%

Future minimum lease payments under non-cancellable lease as of September 30, 2020 were as follows:
For the Period Ending December 31,
2020 (remaining three months)	$	63
2021		63
2022		32

Total future minimum lease payments		158
Less imputed interest		(4	)

Total liability	$	154

Reported as of September 30, 2020
Current operating lease liabilit y		107
Non-current operating lease liabilit y		47

Total	$	154

The following table summarizes the Company’s operating lease information including future minimum lease payments under a non-cancellable lease as of December 31, 2019 (amounts in thousands):


For the Year Ending December 31, 2019
Operating lease cost	$	224
Operating lease – operating cash flows	$	246
Weighted average remaining lease term		3.05 years
Weighted average discount rate		15.1	%

Future minimum lease payments under non-cancellable lease as of December 31, 2019 were as follows:
For the Period Ending December 31,
2020	$	253
2021		260
2022		267
2023		10

Total future minimum lease payments		790
Less imputed interest		(153	)

Total liability	$	637

Reported as of December 31, 2019
Current operating lease liability		172
Non-current operating lease liability		465

Total	$	637

Subsequent Events (Tables)

9 Months Ended

Sep. 30, 2020

Subsequent Event [Line Items]

Schedule Of Pro Forma Basis Adjustment On Stockholders Equity [Table Text Block]


Total stockholders’ equity as of September 30, 2020	$	3,197
Net proceeds from October 2020 private placement		3,244

Pro forma total stockholders’ equity as of September 30, 2020	$	6,441

Description of Business - Additional Information (Details) $ / shares in Units, $ in Thousands						9 Months Ended		12 Months Ended
	Dec. 31, 2020	Oct. 26, 2020 USD ($)	Apr. 17, 2020	Mar. 23, 2020 $ / shares	Jan. 22, 2018	Sep. 30, 2020 USD ($) $ / shares	Sep. 30, 2019 USD ($)	Dec. 31, 2019 USD ($) $ / shares	Dec. 31, 2018 USD ($) $ / shares	Nov. 22, 2019 $ / shares
Date of incorporation						Mar. 13, 2014		Mar. 13, 2014
Class A common stock, par value \| $ / shares						$ 0.001		$ 0.001	$ 0.001
Reverse stock split	1-for-35				1-for-5
Reverse stock split, conversion ratio					5
Cash						$ 2,680		$ 5,459	$ 25,583
Operating loss						11,384	$ 18,371	23,996	26,675
Net loss						11,595	4,450	9,781	28,623
Accumulated deficit						116,368		104,773	94,992
Total operating revenue						470	$ 1,344	$ 1,496	$ 478
Net proceeds received from private placement						$ 3,244
Number of consecutive business days				30 days
Common stock per share compliance regain period			180 days
Common stock per share \| $ / shares										$ 12.25
Minimum [Member]
Common stock per share \| $ / shares				$ 1.00
Subsequent Event [Member]
Net proceeds received from private placement		$ 3,200

Summary of Significant Accounting Policies - Additional Information (Details)					3 Months Ended				6 Months Ended	9 Months Ended			12 Months Ended
	Dec. 31, 2019 USD ($) Lease shares	Oct. 30, 2019 USD ($) Device Patient	Oct. 30, 2019 CAD ($) Device Patient	Aug. 08, 2018 USD ($)	Sep. 30, 2020 USD ($) Lease shares	Dec. 31, 2019 USD ($) Lease shares	Sep. 30, 2019 USD ($)	Dec. 31, 2018 USD ($) shares	Jun. 30, 2019 CAD ($)	Sep. 30, 2020 USD ($) Device Lease Segment shares	Sep. 30, 2020 CAD ($) Device Segment	Sep. 30, 2019 USD ($)	Dec. 31, 2019 USD ($) Device Lease Agreement Segment shares	Dec. 31, 2019 CAD ($) Device Agreement Segment	Dec. 31, 2018 USD ($) shares	Dec. 31, 2019 CAD ($) Lease shares	Oct. 30, 2019 CAD ($)	Jan. 01, 2019 USD ($)	Dec. 31, 2018 CAD ($) shares	Sep. 30, 2018 shares	Dec. 31, 2017 shares
Schedule Of Significant Accounting Policies [Line Items]
Revenue										$ 470,000		$ 1,344,000	$ 1,496,000		$ 478,000
Non-current receivables								$ 294,000							294,000
Accounts receivable	$ 210,000				$ 80,000	$ 210,000		177,000		80,000			210,000		177,000
Fair value measurement adjustments										400,000
Intangible asset impairment loss										182,000
Allowance for doubtful accounts	200,000					200,000							200,000
Refunds from research and development tax credits	200,000				21,000	200,000		$ 100,000		21,000			200,000		100,000
Inventory markdowns to net realizable value							$ 0			2,000		0	50,000
Depreciation expense										92,000		89,000	127,000		59,000
Proceeds from sale of property and equipment										61,000
Selling, general and administrative										7,625,000		12,715,000	16,521,000		$ 17,214,000
Amortization expense related to intangible assets							$ 0			287,000		0	64,000
Business acquisition, goodwill not expected tax deductible amount	1,200,000				700,000	1,200,000				700,000			1,200,000
Operating lease ROU asset	552,000				105,000	552,000				105,000			552,000					$ 700,000
Operating lease liabilities	$ 637,000				$ 154,000	$ 637,000				$ 154,000			$ 637,000					$ 700,000
Leases, initial term	0 months				0 months	0 months				0 months			0 months			0 months
Number of operating lease \| Lease	1				1	1				1			1			1
Operating lease ROU asset amortization													$ 100,000
Number of stock options outstanding \| shares	99,018				112,224	99,018		94,475		112,224			99,018		94,475	99,018			94,475		69,921
Modified employee stock options outstanding fair value				$ 10,300,000
Reclassification of stock based compensation liability classified stock options	$ 0					$ 0							$ 0
Number of operating segment \| Segment										1	1		1	1
Number of reportable segment \| Segment										1	1		1	1
Intangible asset, net	582,000				$ 579,000	582,000				$ 579,000			$ 582,000
Employee and Non-employee Stock Options
Schedule Of Significant Accounting Policies [Line Items]
Number of stock options outstanding \| shares																				78,318
Customer Relationships
Schedule Of Significant Accounting Policies [Line Items]
Intangible asset impairment loss										$ 200,000
Intangible asset useful life										1 year 3 months	1 year 3 months		1 year 3 months	1 year 3 months
Intangible asset amortization method										straight-line	straight-line		straight-line	straight-line
Customer Relationships \| Level 3
Schedule Of Significant Accounting Policies [Line Items]
Intangible asset impairment loss										$ 200,000
Intangible asset, net					36,000					$ 36,000
Proprietary Technology
Schedule Of Significant Accounting Policies [Line Items]
Intangible asset useful life										5 years	5 years		5 years	5 years
Intangible asset amortization method										straight-line	straight-line		straight-line	straight-line
Reacquired Rights
Schedule Of Significant Accounting Policies [Line Items]
Intangible asset useful life										3 years 10 months 13 days	3 years 10 months 13 days
Intangible asset amortization method										straight-line	straight-line
Minimum
Schedule Of Significant Accounting Policies [Line Items]
Effective income tax rate													50.00%	50.00%
Quebec
Schedule Of Significant Accounting Policies [Line Items]
Other receivables refunds related to goods, services and sales tax.	100,000				100,000	100,000				$ 100,000			$ 100,000
Revenue from Product Sales
Schedule Of Significant Accounting Policies [Line Items]
Accounts receivable	200,000				100,000	200,000				100,000			200,000
Allowance for doubtful accounts	200,000				400,000	200,000				400,000			200,000
Heuro Canada Incorporation
Schedule Of Significant Accounting Policies [Line Items]
Goodwill impairment loss recognized													0
Heuro Canada Incorporation \| Selling, General and Administrative Expenses
Schedule Of Significant Accounting Policies [Line Items]
Amortization expense related to intangible assets													64,000
Acquisition related costs		$ 100,000											$ 100,000
Heuro Canada Incorporation \| Revenue from Product Sales
Schedule Of Significant Accounting Policies [Line Items]
Revenue										$ 400,000
Leasehold Improvements
Schedule Of Significant Accounting Policies [Line Items]
Estimated useful life										5 years	5 years		5 years	5 years
Furniture and Fixtures
Schedule Of Significant Accounting Policies [Line Items]
Estimated useful life										7 years	7 years		7 years	7 years
Sale of property with a net book value										$ 118,000
Proceeds from sale of property and equipment										$ 61,000
Computer Software and Hardware \| Minimum
Schedule Of Significant Accounting Policies [Line Items]
Estimated useful life										3 years	3 years		3 years	3 years
Computer Software and Hardware \| Maximum
Schedule Of Significant Accounting Policies [Line Items]
Estimated useful life										5 years	5 years		5 years	5 years
Equipment
Schedule Of Significant Accounting Policies [Line Items]
Estimated useful life										15 years	15 years		15 years	15 years
Software
Schedule Of Significant Accounting Policies [Line Items]
Estimated useful life													3 years	3 years
Amortization expense related to intangible assets													$ 17,000
PoNS
Schedule Of Significant Accounting Policies [Line Items]
Number of devices resulting in recognition of revenue \| Device										11	11
Number of devices recorded as deferred revenue \| Device										44	44
Number of devices \| Device													55	55
PoNS \| Heuro Canada Incorporation
Schedule Of Significant Accounting Policies [Line Items]
Revenue										$ 100,000
Number of devices resulting in recognition of revenue \| Device										11	11
Furniture and Fixtures and Leasehold Improvements
Schedule Of Significant Accounting Policies [Line Items]
Selling, general and administrative					110,000
HealthTech Connex, Inc.
Schedule Of Significant Accounting Policies [Line Items]
Deferred revenue	400,000				300,000	400,000				$ 300,000			$ 400,000
HealthTech Connex, Inc. \| PoNS
Schedule Of Significant Accounting Policies [Line Items]
Number of devices recorded as deferred revenue \| Device										44	44
Number of devices \| Device										55	55		55	55
Strategic Alliance Agreement \| HealthTech Connex, Inc. \| Heuro Canada Incorporation
Schedule Of Significant Accounting Policies [Line Items]
Non-current receivables								$ 300,000							$ 300,000
Accounts receivable								200,000							200,000
Potential amount receivable		600,000															$ 750,000
Consideration for license																$ 750,000			$ 750,000
License consideration first annual installment																250,000			250,000
License consideration second annual installment																250,000			250,000
License consideration third annual installment																250,000			$ 250,000
Current receivables	200,000					200,000							$ 200,000
Receivables	0					0							0
Contract assets	0					0		0					0		0
Contract liabilities	0					0		0					0		0
Share Purchase Agreement \| HealthTech Connex, Inc. \| Heuro Canada Incorporation
Schedule Of Significant Accounting Policies [Line Items]
Total consideration amount		1,600,000	$ 2,100,000
Cash		$ 400,000	$ 500,000
Share Purchase Agreement \| HealthTech Connex, Inc. \| PoNS
Schedule Of Significant Accounting Policies [Line Items]
Revenue											$ 500,000
Number of devices \| Device										55	55
Share Purchase Agreement \| HealthTech Connex, Inc. \| PoNS \| Heuro Canada Incorporation
Schedule Of Significant Accounting Policies [Line Items]
Number of devices \| Device		55	55
Fair value of PoNS		$ 400,000															500,000
Co-Promotion Agreement \| HealthTech Connex, Inc. \| PoNS \| Heuro Canada Incorporation \| Quebec
Schedule Of Significant Accounting Policies [Line Items]
Fair value of PoNS	300,000					300,000							$ 300,000			$ 400,000
Co-Promotion Agreement \| HealthTech Connex, Inc. \| PoNS \| Heuro Canada Incorporation \| British Columbia
Schedule Of Significant Accounting Policies [Line Items]
Fair value of PoNS		$ 300,000															$ 400,000
Clinical Research and Co-Promotion Agreement \| HealthTech Connex, Inc.
Schedule Of Significant Accounting Policies [Line Items]
Number of patients to collect data \| Patient		200	200
Initial term of exclusive right		10 years	10 years
Additional renewal term of exclusive right		10 years	10 years
Written notice period for additional renewal term		60 days	60 days
Acquisition date fair value	360,000		$ 360,000
License revenue agreement term										10 years	10 years		10 years	10 years
License Revenue
Schedule Of Significant Accounting Policies [Line Items]
Revenue						5,000				$ 20,000		0	$ 5,000		478,000
License Revenue \| HealthTech Connex, Inc.
Schedule Of Significant Accounting Policies [Line Items]
Deferred revenue	$ 300,000				$ 200,000	$ 300,000				200,000			300,000
License Revenue \| Strategic Alliance Agreement \| HealthTech Connex, Inc. \| Heuro Canada Incorporation
Schedule Of Significant Accounting Policies [Line Items]
Revenue								$ 500,000					37,000	$ 500,000	$ 500,000
Neurocatch Device \| HealthTech Connex, Inc.
Schedule Of Significant Accounting Policies [Line Items]
Cost of goods sold per device									$ 600		$ 600
Neurocatch Device \| Strategic Alliance Agreement \| HealthTech Connex, Inc.
Schedule Of Significant Accounting Policies [Line Items]
Revenue										400,000		1,300,000	1,500,000
Services Performed Using Neurocatch Device \| Strategic Alliance Agreement \| HealthTech Connex, Inc.
Schedule Of Significant Accounting Policies [Line Items]
Revenue												11,000	11,000
Fee Revenue
Schedule Of Significant Accounting Policies [Line Items]
Revenue										9,000		49,000	37,000
Fee Revenue \| HealthTech Connex, Inc. \| Heuro Canada Incorporation
Schedule Of Significant Accounting Policies [Line Items]
Revenue										$ 9,000		$ 49,000	$ 37,000
Percentage of franchise fee revenue									50.00%	50.00%	50.00%
Number of franchise agreements \| Agreement													3	3
ASU 2018-13
Schedule Of Significant Accounting Policies [Line Items]
Change in Accounting Principle, Accounting Standards Update, Adopted [true false]					true					true
Change in Accounting Principle, Accounting Standards Update, Adoption Date					Jan. 01, 2020					Jan. 01, 2020
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false]					true					true
ASU 2018-18
Schedule Of Significant Accounting Policies [Line Items]
Change in Accounting Principle, Accounting Standards Update, Adopted [true false]					true					true
Change in Accounting Principle, Accounting Standards Update, Adoption Date					Jan. 01, 2020					Jan. 01, 2020
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false]					true					true

Summary of Significant Accounting Policies - Schedule of Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019	Dec. 31, 2018
Accounting Policies [Abstract]
Raw materials	$ 159	$ 144	$ 392
Work-in-process	446	375
Finished goods	19	129
Inventory	624	648	392
Inventory reserve	(52)	(50)
Total inventory, net of reserve	$ 572	$ 598	$ 392

Summary of Significant Accounting Policies - Summary of Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019	Dec. 31, 2018
Property Plant And Equipment [Line Items]
Property and equipment	$ 639	$ 897	$ 630
Less accumulated depreciation	(176)	(185)	(76)
Property and equipment, net	463	712	554
Leasehold Improvements
Property Plant And Equipment [Line Items]
Property and equipment	64	182	182
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Property and equipment	93	247	185
Equipment
Property Plant And Equipment [Line Items]
Property and equipment	300	286	219
Computer Software and Hardware
Property Plant And Equipment [Line Items]
Property and equipment	$ 182	$ 182	$ 44

Summary of Significant Accounting Policies - Summary of Recognized Fair Values of Identifiable Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019	Oct. 30, 2019
Assets:
Cash and cash equivalents			$ 1
Other receivables			19
Fixed assets			7
Intangibles			1,053
Goodwill	$ 725	$ 1,242	737
Total assets			1,817
Liabilities:
Accounts payable			186
Other current liabilities			9
Total liabilities			195
Net assets acquired			1,622
Heuro Canada Incorporation
Assets:
Cash and cash equivalents			1
Other receivables			19
Fixed assets			7
Intangibles			564
Goodwill			1,226
Total assets			1,817
Liabilities:
Accounts payable			186
Other current liabilities			9
Total liabilities			195
Net assets acquired			$ 1,622

Summary of Significant Accounting Policies - Summary of Intangible Assets (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2020	Dec. 31, 2019
Finite Lived Intangible Assets [Line Items]
Intangible assets, Gross Carrying Amount	$ 932	$ 646
Intangible assets, Accumulated Amortization	$ (353)	$ (64)
Customer Relationships
Finite Lived Intangible Assets [Line Items]
Intangible assets, Useful Life	1 year 3 months	1 year 3 months
Intangible assets, Gross Carrying Amount	$ 227	$ 423
Intangible assets, Accumulated Amortization	$ (191)	$ (55)
Acquired Proprietary Software
Finite Lived Intangible Assets [Line Items]
Intangible assets, Useful Life	5 years	5 years
Intangible assets, Gross Carrying Amount	$ 143	$ 148
Intangible assets, Accumulated Amortization	$ (26)	$ (5)
Reacquired Rights
Finite Lived Intangible Assets [Line Items]
Intangible assets, Useful Life	3 years 10 months 13 days
Intangible assets, Gross Carrying Amount	$ 480
Intangible assets, Accumulated Amortization	$ (113)
Internally Developed Software
Finite Lived Intangible Assets [Line Items]
Intangible assets, Useful Life	3 years	3 years
Intangible assets, Gross Carrying Amount	$ 82	$ 75
Intangible assets, Accumulated Amortization	$ (23)	$ (4)

Summary of Significant Accounting Policies - Summary of Activity for Goodwill (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2020 USD ($)
Accounting Policies [Abstract]
Carrying amount at beginning of period	$ 1,242
Business acquisition fair value allocation adjustment	(454)
Foreign currency translation	(63)
Carrying amount at end of period	$ 725

Summary of Significant Accounting Policies - Summary of Anticipated Amortization Expense (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
2020 (remaining 3 months)	$ 73
2021	189	$ 393
2022	176	83
2023	117	51
2024	24	30
2024		25
Total	$ 579	$ 582

Summary of Significant Accounting Policies - Summary of Derivative Financial Instruments and Stock-Based Compensation Liability (Details) - Fair Value, Measurements, Recurring - Black Scholes Model - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Liabilities:
Fair value, liabilities	$ 5
Derivative Financial Instruments
Liabilities:
Fair value, liabilities	5	$ 13,769
Non-current receivable
Assets:
Fair value, assets		294
Level 3
Liabilities:
Fair value, liabilities	5
Level 3 \| Derivative Financial Instruments
Liabilities:
Fair value, liabilities	$ 5	13,769
Level 3 \| Non-current receivable
Assets:
Fair value, assets		$ 294

Summary of Significant Accounting Policies - Summary of Basic and Diluted Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
Numerator
Net loss	$ (11,595)	$ (4,450)	$ (9,781)	$ (28,623)
Denominator
Weighted average common shares outstanding - basic	1,119,639	739,115	752,932	651,034
Basic net loss per share	$ (10.36)	$ (6.02)	$ (12.99)	$ (43.97)
Weighted-average common shares outstanding - basic and diluted			752,932	651,034
Basic and diluted net loss per share			$ (12.99)	$ (43.97)
Numerator:
Net loss, basic	$ (11,595)	$ (4,450)
Net loss, diluted	$ (11,595)	$ (4,450)
Potential common share issuances:
Weighted-average common shares outstanding	1,119,639	739,115	752,932	651,034
Diluted net loss per share	$ (10.36)	$ (6.02)	$ (12.99)	$ (43.97)

Summary of Significant Accounting Policies - Summary of Outstanding Securities Excluded from Computation of Diluted Weighted Shares Outstanding (Details) - shares	9 Months Ended		12 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
Antidilutive Securities Excluded from Computation of Earnings per Share [Line Items]
Anti-dilutive securities excluded from calculation of diluted loss per share	337,971	190,653	186,764	208,908
Stock Options Outstanding
Antidilutive Securities Excluded from Computation of Earnings per Share [Line Items]
Anti-dilutive securities excluded from calculation of diluted loss per share	112,224	103,693	99,018	94,475
RSUs
Antidilutive Securities Excluded from Computation of Earnings per Share [Line Items]
Anti-dilutive securities excluded from calculation of diluted loss per share	164		788	27
Warrants Outstanding
Antidilutive Securities Excluded from Computation of Earnings per Share [Line Items]
Anti-dilutive securities excluded from calculation of diluted loss per share	265,583	86,960	86,958	114,406

Common Stock and Warrants - Additional Information (Details) $ / shares in Units, $ / shares in Units, $ in Millions																							1 Months Ended	9 Months Ended			12 Months Ended
	Mar. 31, 2020 USD ($)	Mar. 20, 2020 USD ($) $ / shares shares	Jan. 27, 2020 USD ($)	Dec. 31, 2019 $ / shares shares	Nov. 22, 2019 USD ($) $ / shares shares	Dec. 31, 2018 CAD ($)	Nov. 30, 2018 USD ($) $ / shares shares	Nov. 19, 2018 USD ($) $ / shares	Nov. 19, 2018 $ / shares shares	Aug. 13, 2018 USD ($) $ / shares shares	Apr. 24, 2018 USD ($) $ / shares shares	Apr. 13, 2018 USD ($) $ / shares shares	Apr. 01, 2018 USD ($)	Dec. 29, 2017 USD ($) shares	Dec. 28, 2017 USD ($) shares	Dec. 22, 2017 USD ($) shares	Jun. 30, 2017 USD ($) shares	Feb. 16, 2017 USD ($) shares	May 02, 2016 USD ($) shares	May 02, 2016 $ / shares shares	Apr. 18, 2016 USD ($) shares	Apr. 18, 2016 $ / shares	Dec. 31, 2017 USD ($) Tranche $ / shares shares	Sep. 30, 2020 USD ($) $ / shares shares	Sep. 30, 2020 CAD ($) shares	Sep. 30, 2019 USD ($)	Dec. 31, 2019 USD ($) $ / shares shares	Dec. 31, 2018 USD ($) $ / shares shares	Apr. 18, 2020 $ / shares	Apr. 18, 2019 shares	Aug. 13, 2018 $ / shares shares
Schedule Of Stockholders Equity [Line Items]
Common stock, shares authorized \| shares				150,000,000																				150,000,000			150,000,000	150,000,000
Common stock, par value \| $ / shares				$ 0.001																				$ 0.001			$ 0.001	$ 0.001
Preferred stock, shares authorized \| shares				10,000,000																				10,000,000			10,000,000	10,000,000
Preferred stock, par value \| $ / shares				$ 0.001																				$ 0.001			$ 0.001	$ 0.001
Common share, voting rights																								one	one		one vote per share
Common share, dividends declared																								$ 0			$ 0
Price per share \| $ / shares					$ 12.25
Share issuance cost and commission paid																								$ 506,000		$ 52,000	247,000	$ 3,161,000
Class of warrants exercised \| shares				2,025																				2,025	2,025
Gian (loss) change in fair value of derivative financial instruments																								$ 4,000		$ 14,033,000	14,113,000	(3,577,000)
Gross proceeds from issuance of common stock																								$ 7,233,000			$ 1,685,000	38,526,000
Net proceeds from offering					$ 1,100,000
Proceeds received from exercise of outstanding warrants						$ 0.9																			$ 0.9
Derivative Financial Instruments Liabilities
Schedule Of Stockholders Equity [Line Items]
Fair value of warrants													$ 2,500,000
Common Stock
Schedule Of Stockholders Equity [Line Items]
Net proceeds from offering					$ 137,751
Warrants Seven
Schedule Of Stockholders Equity [Line Items]
Warrant exercisable price per share \| $ / shares				$ 428.75																				$ 12.25			$ 428.75
Warrants expiration date																								Dec. 28, 2020	Dec. 28, 2020		Dec. 28, 2020
2020 ATM
Schedule Of Stockholders Equity [Line Items]
Aggregate offering amount	$ 9,150,000		$ 11,340,000
Price per share \| $ / shares																								$ 21.68
Gross proceeds from issuance of common stock																								$ 5,000,000
Offering expenses incurred																								$ 181,000
2020 ATM \| Common Stock
Schedule Of Stockholders Equity [Line Items]
Issuance of common stock in public offering \| shares																								232,526	232,526
March 2020 Offering
Schedule Of Stockholders Equity [Line Items]
Warrants to purchase number of common stock, shares \| shares		178,776
Price per share \| $ / shares		$ 12.25
Fair value of warrants at issuance		$ 800,000
Warrant exercisable price per share \| $ / shares		$ 16.10
Number of common stock converted by each warrant \| shares		1
Warrants expiration date		Mar. 20, 2025
Gross proceeds from issuance of common stock		$ 2,200,000
Underwriting discounts and commissions paid		$ 300,000
March 2020 Offering \| Common Stock
Schedule Of Stockholders Equity [Line Items]
Issuance of common stock in public offering \| shares		178,776
April 2016 Offering
Schedule Of Stockholders Equity [Line Items]
Proceeds from issuance of units																					$ 7,200,000
Price per share \| $ / shares																													$ 175.00
Warrant exercisable price per share \| $ / shares																						$ 262.50
Warrants expiration date																					Apr. 18, 2019
Share issuance cost and commission paid																					$ 300,000
Options exercisable to purchase units \| shares																					2,491
Options exercise price per unit \| $ / shares																						$ 175.00
Offering expiration period																					24 months
Other cash issuance costs related to offering																					$ 1,100,000
Class of warrants exercised \| shares																											1,096
Class of warrant or right cancelled due to expiration \| shares																														26,352
Gian (loss) change in fair value of derivative financial instruments													3,300,000
Increase in derivative financial instruments													4,700,000
Reduction in additional paid in capital													$ 1,400,000
April 2016 Offering \| Warrants Expiration Date, April 18, 2019
Schedule Of Stockholders Equity [Line Items]
Description of units issued																											Each Unit consists of one share of common stock in the capital of the Company (a “Common Share’) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”).
Over-Allotment Option
Schedule Of Stockholders Equity [Line Items]
Proceeds from issuance of units																			$ 8,100,000
Warrants to purchase number of common stock, shares \| shares											9,179
Price per share \| (per share)							$ 288.75				$ 261.45									$ 175.00
Warrants expiration date																			Apr. 18, 2019
Number of common stock converted by each warrant \| shares																				1
Options exercisable to purchase units \| shares																			373
Options exercise price per unit \| $ / shares																				$ 175.00
Offering expiration period																			24 months
Number of shares issued in transaction \| shares																			6,229
Gross proceeds from issuance of units							$ 2,600,000				$ 2,400,000								$ 900,000
Over-Allotment Option \| Common Stock
Schedule Of Stockholders Equity [Line Items]
Issuance of common stock in public offering \| shares							9,090				9,179
Over-Allotment Option \| Warrants Seven
Schedule Of Stockholders Equity [Line Items]
Description of units issued																											Each over-allotment warrant entitles the holder thereof to acquire one additional over-allotment Common Share at an exercise price of CAD$262.50 on or before April 18, 2019.
Short Form Prospectus Offering in Canada and U.S. Private Placement and Over-Allotment Option
Schedule Of Stockholders Equity [Line Items]
Gian (loss) change in fair value of derivative financial instruments																												100,000
Public Offering \| Common Stock
Schedule Of Stockholders Equity [Line Items]
Share issuance cost and commission paid																		$ 1,200,000
Issuance of common stock in public offering \| shares																		37,457
Gross proceeds from issuance of common stock																		$ 9,200,000
Private Placement \| Common Stock
Schedule Of Stockholders Equity [Line Items]
Proceeds from issuance of units																	$ 5,400,000
Share issuance cost and commission paid																	$ 9,000,000
Number of shares issued in transaction \| shares																	22,857
December 2017 Financing
Schedule Of Stockholders Equity [Line Items]
Proceeds from issuance of units																							$ 6,300,000
Price per share \| $ / shares																							$ 343.00
Description of units issued																											Each unit consisted of one share of common stock and one share purchase warrant, and was sold at a price of $9.80 per unit.
Share issuance cost and commission paid																							$ 100,000
Options exercise price per unit \| $ / shares																							$ 428.75
Offering expiration period																							36 months
Number of shares issued in transaction \| shares																							18,457
Number of tranches \| Tranche																							3
December 2017 Financing \| Tranche One
Schedule Of Stockholders Equity [Line Items]
Proceeds from issuance of units																$ 7,740,000,000
Number of shares issued in transaction \| shares																2.6
December 2017 Financing \| Tranche Two
Schedule Of Stockholders Equity [Line Items]
Proceeds from issuance of units															$ 1,700,000
Number of shares issued in transaction \| shares															4,886
December 2017 Financing \| Tranche Three
Schedule Of Stockholders Equity [Line Items]
Proceeds from issuance of units														$ 2,000,000
Number of shares issued in transaction \| shares														5,830
April 2018 Offering
Schedule Of Stockholders Equity [Line Items]
Preferred stock, par value \| $ / shares																															$ 428.75
Warrants to purchase number of common stock, shares \| shares												61,197
Price per share \| $ / shares										$ 261.45		$ 261.45
Fair value of warrants at issuance										$ 7,400,000		$ 7,400,000
Warrant exercisable price per share \| $ / shares												$ 428.75
Warrants expiration date										Apr. 10, 2021		Apr. 10, 2021
Number of common stock converted by each warrant \| shares												1
Gross proceeds from issuance of units												$ 16,000,000
Issuance of common stock in public offering \| shares												61,197
Underwriting discounts and commissions paid											$ 1,100,000
Offering expenses incurred											1,000,000
Net proceeds from offering											16,300,000
Underwriting Discounts And Offering Expenses											$ 800,000
November 2018 Offering
Schedule Of Stockholders Equity [Line Items]
Warrants to purchase number of common stock, shares \| shares										61,197																					61,197
Price per share \| $ / shares								$ 288.75	$ 288.75
Issuance of common stock in public offering \| shares									60,606
Gross proceeds from issuance of common stock								$ 17,500,000
Underwriting discounts and commissions paid							$ 1,200,000
Offering expenses incurred							700,000
Net proceeds from offering							18,300,000
Accrued share issuance cost																												$ 100,000
November 2019 Offering
Schedule Of Stockholders Equity [Line Items]
Price per share \| $ / shares					$ 12.25
Gross proceeds from issuance of common stock					$ 1,700,000
Underwriting discounts and commissions paid							100,000
Offering expenses incurred							500,000
Net proceeds from offering							$ 1,100,000
November 2019 Offering \| Common Stock
Schedule Of Stockholders Equity [Line Items]
Issuance of common stock in public offering \| shares					137,571

Common Stock and Warrants - Summary of Weighted Average Assumptions Used in Estimating Fair Value of Warrants (Details)	Sep. 30, 2020 $ / shares	Mar. 20, 2020 $ / shares	Dec. 31, 2019 $ / shares	Dec. 31, 2018 $ / shares	Apr. 24, 2018 $ / shares	Apr. 13, 2018 $ / shares	Apr. 13, 2018 $ / shares	Apr. 01, 2018 $ / shares	Apr. 01, 2018 $ / shares	Dec. 29, 2017 $ / shares	Dec. 28, 2017 $ / shares	Dec. 22, 2017 $ / shares	Apr. 18, 2016 $ / shares
Warrants \| Derivative Financial Instruments Liabilities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Stock price	$ 18.55		$ 43.05	$ 448.00
Exercise price	$ 428.75		$ 428.75	381.15
Warrants and Rights Outstanding, Type [Extensible List]	hsdt:BlackScholesOptionPricingModelMember		hsdt:BlackScholesOptionPricingModelMember
March 2020 Offering \| Warrants Granted
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Stock price		$ 12.25
Exercise price		$ 16.10
Warrants and Rights Outstanding, Type [Extensible List]		hsdt:BlackScholesOptionPricingModelMember
April 2016 Offering
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Exercise price													$ 262.50
April 2016 Offering \| Warrants Granted
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Stock price				448.00					$ 450.45				190.75
Exercise price				$ 262.50					$ 262.50				$ 262.50
Warrants and Rights Outstanding, Type [Extensible List]	hsdt:BlackScholesOptionPricingModelMember
December 2017 Financing \| Warrants Granted
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Stock price								$ 353.85		$ 431.20	$ 435.75	$ 371.00
Exercise price								$ 428.75		$ 428.75	$ 428.75	$ 428.75
April 2018 Offering
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Exercise price						$ 428.75
April 2018 Offering \| Warrants Granted
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Stock price	$ 18.55		$ 43.05		$ 376.60		$ 344.75
Exercise price	$ 428.75		$ 428.75		$ 428.75		$ 428.75
Warrants and Rights Outstanding, Type [Extensible List]	hsdt:BlackScholesOptionPricingModelMember				hsdt:BlackScholesOptionPricingModelMember	hsdt:BlackScholesOptionPricingModelMember	hsdt:BlackScholesOptionPricingModelMember
Warrant Term \| Warrants \| Derivative Financial Instruments Liabilities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Weighted average assumptions, term	6 months 10 days		1 year 3 months 10 days	1 year 8 months 15 days
Warrant Term \| March 2020 Offering \| Warrants Granted
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Weighted average assumptions, term		5 years 6 months
Warrant Term \| April 2016 Offering \| Warrants Granted
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Weighted average assumptions, term				3 months 18 days				1 year 18 days	1 year 18 days				3 years
Warrant Term \| December 2017 Financing \| Warrants Granted
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Weighted average assumptions, term								2 years 8 months 12 days	2 years 8 months 12 days	3 years	3 years	3 years
Warrant Term \| April 2018 Offering
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Weighted average assumptions, term					3 years	3 years	3 years
Warrant Term \| April 2018 Offering \| Warrants Granted
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Weighted average assumptions, term	6 months 10 days		1 year 3 months 10 days		3 years	3 years	3 years
Expected Volatility \| Warrants \| Derivative Financial Instruments Liabilities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Weighted average assumptions, measurement input	107.16		72.43	75.31
Expected Volatility \| March 2020 Offering \| Warrants Granted
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Weighted average assumptions, measurement input		82.41
Expected Volatility \| April 2016 Offering \| Warrants Granted
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Weighted average assumptions, measurement input				83.56				71.13	71.13				83.83
Expected Volatility \| December 2017 Financing \| Warrants Granted
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Weighted average assumptions, measurement input								65.40	65.40	60.24	60.24	60.24
Expected Volatility \| April 2018 Offering \| Warrants Granted
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Weighted average assumptions, measurement input	107.16		72.43		64.49	64.20	64.20
Risk-Free Interest Rate \| Warrants \| Derivative Financial Instruments Liabilities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Weighted average assumptions, measurement input	0.16		1.72	1.80
Risk-Free Interest Rate \| March 2020 Offering \| Warrants Granted
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Weighted average assumptions, measurement input		0.52
Risk-Free Interest Rate \| April 2016 Offering \| Warrants Granted
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Weighted average assumptions, measurement input				1.64				1.60	1.60				0.60
Risk-Free Interest Rate \| December 2017 Financing \| Warrants Granted
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Weighted average assumptions, measurement input								2.39	2.39	1.98	2.00	2.01
Risk-Free Interest Rate \| April 2018 Offering \| Warrants Granted
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Weighted average assumptions, measurement input	0.16		1.72		2.02	1.99	1.99
Dividend Rate \| Warrants \| Derivative Financial Instruments Liabilities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Weighted average assumptions, measurement input	0.00		0.00	0.00
Dividend Rate \| March 2020 Offering \| Warrants Granted
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Weighted average assumptions, measurement input		0.00
Dividend Rate \| April 2016 Offering \| Warrants Granted
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Weighted average assumptions, measurement input				0.00				0.00	0.00				0.00
Dividend Rate \| December 2017 Financing \| Warrants Granted
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Weighted average assumptions, measurement input								0.00	0.00	0.00		0.00
Dividend Rate \| April 2018 Offering \| Warrants Granted
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Weighted average assumptions, measurement input	0.00		0.00		0.00	0.00	0.00

Common Stock and Warrants - Summary of Warrants Accounted for as Liabilities and Recorded as Derivative Financial Instruments (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
Fair Value Disclosures [Abstract]
Fair value of warrants at beginning of period	$ 5	$ 13,769	$ 13,769	$ 6,941
Issuance of warrants			0	7,372
Exercise of warrants		(35)	(35)	(3,012)
Fair value of previously classified equity warrants			0	5,049
Fair value of previously classified liability warrants reclassified to additional paid-in capital			0	(2,478)
Foreign exchange losses	(1)	382	384	(872)
Change in fair value of warrants during the period	(4)	(14,033)	(14,113)	769
Fair value of warrants at end of period	$ 0	$ 83	$ 5	$ 13,769

Common Stock and Warrants - Summary of Warrant Activity (Details)			9 Months Ended		12 Months Ended
	Dec. 31, 2019 $ / shares shares	Dec. 31, 2019 $ / shares shares	Sep. 30, 2020 $ / shares shares	Sep. 30, 2020 $ / shares shares	Dec. 31, 2019 $ / shares shares	Dec. 31, 2019 $ / shares shares	Dec. 31, 2018 $ / shares shares	Dec. 31, 2018 $ / shares shares
Class Of Warrant Or Right [Line Items]
Number of Warrants, Outstanding, beginning balance			86,958	86,958
Number of Warrants, Exercised	(2,025)	(2,025)	(2,025)	(2,025)
Number of Warrants, Outstanding, ending balance	86,958	86,958	265,583	265,583	86,958	86,958
CAD
Class Of Warrant Or Right [Line Items]
Number of Warrants, Outstanding, beginning balance			68,351	68,351	95,799	95,799	28,900	28,900
Number of Warrants, Granted					0	0	70,766	70,766
Number of Warrants, Cancelled/Expired					(26,352)	(26,352)	(648)	(648)
Number of Warrants, Exercised					(1,096)	(1,096)	(3,219)	(3,219)
Number of Warrants, Outstanding, ending balance	68,351	68,351	68,351	68,351	68,351	68,351	95,799	95,799
Number of Warrants, Outstanding and exercisable	68,351	68,351			68,351	68,351
Weighted Average Exercise Price, Outstanding, beginning balance \| $ / shares				$ 428.75		$ 381.15		$ 258.30
Weighted-Average Exercise Price, Granted \| $ / shares						0		427.70
Weighted Average Exercise Price, Cancelled/Expired \| $ / shares						262.50		175.00
Weighted-Average Exercise Price, Exercised \| $ / shares						262.50		345.80
Weighted Average Exercise Price, Outstanding, ending balance \| $ / shares		$ 428.75		$ 428.75		428.75		$ 381.15
Weighted-Average Exercise Price, Outstanding and exercisable \| $ / shares		$ 428.75				$ 428.75
USD
Class Of Warrant Or Right [Line Items]
Number of Warrants, Outstanding, beginning balance			18,607	18,607	18,607	18,607	38,382	38,382
Number of Warrants, Granted			178,776	178,776	0	0	0	0
Number of Warrants, Cancelled/Expired			(151)	(151)	0	0	(3,901)	(3,901)
Number of Warrants, Exercised					0	0	(15,874)	(15,874)
Number of Warrants, Outstanding, ending balance	18,607	18,607	197,232	197,232	18,607	18,607	18,607	18,607
Number of Warrants, Outstanding and exercisable	18,607	18,607			18,607	18,607
Weighted Average Exercise Price, Outstanding, beginning balance \| $ / shares			$ 428.40		$ 428.40		$ 358.75
Weighted-Average Exercise Price, Granted \| $ / shares			16.10		0		0
Weighted Average Exercise Price, Cancelled/Expired \| $ / shares			376.25		0		525.00
Weighted-Average Exercise Price, Exercised \| $ / shares					0		236.25
Weighted Average Exercise Price, Outstanding, ending balance \| $ / shares	$ 428.40		$ 54.71		428.40		$ 428.40
Weighted-Average Exercise Price, Outstanding and exercisable \| $ / shares	$ 428.40				$ 428.40

Common Stock and Warrants - Warrants Outstanding and Exercisable (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2020 $ / shares shares	Dec. 31, 2019 $ / shares shares	Sep. 30, 2020 $ / shares shares	Dec. 31, 2019 $ / shares shares
Class Of Warrant Or Right [Line Items]
Number of Warrants Outstanding	265,583	86,958	265,583	86,958
Warrants Expiration Date, April 10, 2021
Class Of Warrant Or Right [Line Items]
Number of Warrants Outstanding	68,351		68,351
Expiration Date	Apr. 10, 2021
Warrants Expiration Date, March 20, 2025
Class Of Warrant Or Right [Line Items]
Number of Warrants Outstanding	178,776		178,776
Exercise price \| $ / shares	$ 16.10
Expiration Date	Mar. 20, 2025
Warrants Expiration Date, June 26, 2020
Class Of Warrant Or Right [Line Items]
Number of Warrants Outstanding		108		108
Exercise price \| $ / shares		$ 376.25
Expiration Date		Jun. 26, 2020
Warrants Expiration Date, July 17, 2020
Class Of Warrant Or Right [Line Items]
Number of Warrants Outstanding		43		43
Exercise price \| $ / shares		$ 376.25
Expiration Date		Jul. 17, 2020
Warrants Expiration Date, December 22, 2020
Class Of Warrant Or Right [Line Items]
Number of Warrants Outstanding	7,740	7,740	7,740	7,740
Exercise price \| $ / shares	$ 12.25	$ 428.75
Expiration Date	Dec. 22, 2020	Dec. 22, 2020
Warrants Expiration Date, December 28, 2020
Class Of Warrant Or Right [Line Items]
Number of Warrants Outstanding	4,886	4,886	4,886	4,886
Exercise price \| $ / shares	$ 12.25	$ 428.75
Expiration Date	Dec. 28, 2020	Dec. 28, 2020
Warrants Expiration Date, December 29, 2020
Class Of Warrant Or Right [Line Items]
Number of Warrants Outstanding	5,830	5,830	5,830	5,830
Exercise price \| $ / shares	$ 12.25	$ 428.75
Expiration Date	Dec. 29, 2020	Dec. 29, 2020
Warrants Expiration Date, April 21, 2021
Class Of Warrant Or Right [Line Items]
Number of Warrants Outstanding		68,351		68,351
Exercise price \| $ / shares			$ 12.25	$ 428.75
Expiration Date		Apr. 21, 2021

Share Based Payments - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended	9 Months Ended	12 Months Ended
	Aug. 08, 2018	Apr. 01, 2018	Jun. 30, 2017	Sep. 30, 2020	Dec. 31, 2019	Dec. 31, 2018	May 15, 2018	Dec. 31, 2017
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock shares authorized and approved to issue under plan							153,031
Common stock shares available for issuance							85,714
Common stock shares available for issuance							67,317
Number of stock option issued				23,112	33,337	28,896
Stock based compensation expense reversal				$ 125
Stock option forfeited						1,528
Fair value of options recorded in stock based compensation liability		$ 10,000
Reclassification of equity-classified stock options to stock-based compensation liability due to change in functional currency		$ 4,200
Reduction to stock-based compensation liability	$ 300
Reclassified from liability to equity	$ 10,300
Weighted average exercise price				$ 16.42	$ 162.74	$ 354.20
Employee and Director Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of stock option issued				23,112	33,337	28,468
Stock option forfeited					3,963
Unrecognized compensation cost related to non-vested stock options outstanding				$ 4,100	$ 6,000
Weighted-average remaining vesting period				2 years 9 months 18 days	2 years 9 months 18 days
Weighted average exercise price					$ 162.74	$ 354.20
Weighted average grant date fair value				$ 10.50	$ 105.38	$ 272.30
Consultants Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of stock option issued				0	0	428
Unrecognized compensation cost related to non-vested stock options outstanding					$ 100
Weighted-average remaining vesting period					1 year 7 months 6 days
Weighted average exercise price						$ 358.05
Weighted average grant date fair value						$ 310.45
Non-employee Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation cost related to non-vested stock options outstanding				$ 15
Weighted-average remaining vesting period				10 months 24 days
2018 Omnibus Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock shares authorized and approved to issue under plan							153,031
Common stock shares available for issuance							85,714
Common stock remaining available for grant				96,798	116,250
2016 Omnibus Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock shares available for issuance							67,317
2016 Omnibus Incentive Plan \| Common Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Aggregate amount of stock excess award								1,714
2016 Omnibus Incentive Plan \| Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period			3 years
Vesting percentage			25.00%

Share Based Payments - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2020	Dec. 31, 2019	Dec. 31, 2018
Share-based Payment Arrangement [Abstract]
Number of Stock Options, Beginning balance outstanding	99,018	94,475	69,921
Number of Stock Options, Granted	23,112	33,337	28,896
Number of Stock Options, Forfeited			(1,528)
Number of Stock Options Forfeited/Cancelled	(9,906)	(13,939)
Number of Stock Options, Exercised		(14,855)	(2,814)
Number of Stock Options, Ending balance outstanding	112,224	99,018	94,475
Number of Stock Options, Exercisable	69,995	53,850
Weighted Average Exercise Price, Beginning balance outstanding	$ 236.63	$ 249.87
Weighted Average Exercise Price, Granted	16.42	162.74	$ 354.20
Weighted Average Exercise Price, Forfeited			346.15
Weighted Average Exercise Price, Exercised		96.95	108.50
Weighted Average Exercise Price, Ending balance outstanding	194.68	236.63	$ 249.87
Weighted Average Exercise Price, Forfeited/Cancelled	(198.03)	298.55
Weighted Average Exercise Price, Exercisable	$ 149.62	$ 248.25
Aggregate Intrinsic Value, Ending balance outstanding			$ 8,308

Share Based Payments - Summary of Stock Option Activity (Parenthetical) (Details) - shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Share-based Payment Arrangement [Abstract]
Stock options exercised on cashless basis	14,855	242
Number of shares withheld	13,818	93

Share Based Payments - Summary of Stock Options Outstanding and Exercisable (Details) - $ / shares

9 Months Ended

12 Months Ended

Sep. 30, 2020

Dec. 31, 2019

Dec. 31, 2018

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Number of Options Outstanding

3,190,292

Exercise Price

$ 194.68

$ 236.63

$ 249.87

Number of Options Exercisable

69,995

53,850

Option Sixteen

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Number of Options Outstanding

50,000

Option Twenty One

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Number of Options Outstanding

7,500

Option Twenty Four

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Number of Options Outstanding

215,000

Option Twenty Six

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Number of Options Outstanding

150,000

Employee and Director Stock Options

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Grant Date Fair Value

$ 10.50

$ 105.38

272.30

Number of Options Exercisable

46,655

Employee and Director Stock Options | Option One

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Number of Options Outstanding

571

Expiration Date

Dec. 08, 2024

Options Outstanding Remaining Contractual Life (In Years)

4 years 11 months 8 days

Exercise Price

$ 445.20

Fair Value Post Modification

^[1]

$ 76.30

Number of Options Exercisable

571

Employee and Director Stock Options | Option Two

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Number of Options Outstanding

2,285

Expiration Date

Dec. 08, 2024

Options Outstanding Remaining Contractual Life (In Years)

4 years 11 months 8 days

Exercise Price

$ 445.20

Fair Value Post Modification

$ 76.30

Number of Options Exercisable

2,285

Employee and Director Stock Options | Option Three

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Number of Options Outstanding

571

Expiration Date

Mar. 16, 2025

Options Outstanding Remaining Contractual Life (In Years)

5 years 2 months 12 days

Exercise Price

$ 438.20

Fair Value Post Modification

$ 85.05

Number of Options Exercisable

571

Employee and Director Stock Options | Option Four

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Number of Options Outstanding

4,285

Expiration Date

Oct. 21, 2025

Options Outstanding Remaining Contractual Life (In Years)

5 years 9 months 18 days

Exercise Price

$ 112.00

Fair Value Post Modification

$ 230.00

Number of Options Exercisable

4,285

Employee and Director Stock Options | Option Five

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Number of Options Outstanding

570

Expiration Date

Dec. 31, 2025

Options Outstanding Remaining Contractual Life (In Years)

6 years

Exercise Price

$ 156.80

Fair Value Post Modification

$ 204.94

Number of Options Exercisable

570

Employee and Director Stock Options | Option Six

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Number of Options Outstanding

16,997

Expiration Date

Jul. 13, 2026

Options Outstanding Remaining Contractual Life (In Years)

6 years 6 months 10 days

Exercise Price

$ 187.25

Fair Value Post Modification

$ 181.32

Number of Options Exercisable

16,997

Employee and Director Stock Options | Option Seven

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Number of Options Outstanding

571

Expiration Date

Aug. 08, 2026

Options Outstanding Remaining Contractual Life (In Years)

6 years 7 months 6 days

Exercise Price

$ 174.30

Fair Value Post Modification

$ 189.75

Number of Options Exercisable

571

Employee and Director Stock Options | Option Eight

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Number of Options Outstanding

17,624

Expiration Date

Apr. 17, 2027

Options Outstanding Remaining Contractual Life (In Years)

7 years 3 months 14 days

Exercise Price

$ 284.55

Fair Value Post Modification

$ 263.85

Number of Options Exercisable

8,812

Employee and Director Stock Options | Option Nine

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Number of Options Outstanding

175

Expiration Date

May 18, 2027

Options Outstanding Remaining Contractual Life (In Years)

7 years 4 months 13 days

Exercise Price

$ 257.25

Fair Value Post Modification

$ 166.27

Number of Options Exercisable

175

Employee and Director Stock Options | Option Ten

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Number of Options Outstanding

285

Expiration Date

May 18, 2027

Options Outstanding Remaining Contractual Life (In Years)

7 years 4 months 13 days

Exercise Price

$ 257.25

Fair Value Post Modification

$ 267.77

Number of Options Exercisable

142

Employee and Director Stock Options | Option Eleven

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Number of Options Outstanding

571

Expiration Date

Aug. 08, 2027

Options Outstanding Remaining Contractual Life (In Years)

7 years 7 months 6 days

Exercise Price

$ 363.30

Fair Value Post Modification

$ 258.17

Number of Options Exercisable

286

Employee and Director Stock Options | Option Twelve

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Number of Options Outstanding

571

Expiration Date

Apr. 09, 2028

Options Outstanding Remaining Contractual Life (In Years)

8 years 3 months 7 days

Exercise Price

$ 316.05

Fair Value Post Modification

$ 280.33

Number of Options Exercisable

143

Employee and Director Stock Options | Option Thirteen

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Number of Options Outstanding

9,639

Expiration Date

May 15, 2028

Options Outstanding Remaining Contractual Life (In Years)

8 years 4 months 13 days

Exercise Price

$ 384.65

Fair Value Post Modification

$ 276.29

Number of Options Exercisable

5,238

Employee and Director Stock Options | Option Fourteen

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Number of Options Outstanding

1,584

Expiration Date

Aug. 22, 2028

Options Outstanding Remaining Contractual Life (In Years)

8 years 7 months 20 days

Exercise Price

$ 358.05

Grant Date Fair Value

$ 252.39

Number of Options Exercisable

396

Employee and Director Stock Options | Option Fifteen

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Number of Options Outstanding

Expiration Date

Sep. 04, 2028

Options Outstanding Remaining Contractual Life (In Years)

8 years 8 months 1 day

Exercise Price

$ 356.65

Grant Date Fair Value

$ 251.63

Number of Options Exercisable

Employee and Director Stock Options | Option Sixteen

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Expiration Date

Sep. 10, 2028

Options Outstanding Remaining Contractual Life (In Years)

8 years 8 months 8 days

Exercise Price

$ 361.90

Grant Date Fair Value

$ 255.45

Number of Options Exercisable

357

Employee and Director Stock Options | Options Seventeen

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Number of Options Outstanding

1,428

Expiration Date

Sep. 24, 2028

Options Outstanding Remaining Contractual Life (In Years)

8 years 8 months 23 days

Exercise Price

$ 339.85

Grant Date Fair Value

$ 237.58

Number of Options Exercisable

357

Employee and Director Stock Options | Option Eighteen

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Number of Options Outstanding

2,142

Expiration Date

Oct. 15, 2028

Options Outstanding Remaining Contractual Life (In Years)

8 years 9 months 14 days

Exercise Price

$ 306.25

Grant Date Fair Value

$ 216.82

Number of Options Exercisable

2,142

Employee and Director Stock Options | Option Nineteen

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Number of Options Outstanding

285

Expiration Date

Oct. 29, 2028

Options Outstanding Remaining Contractual Life (In Years)

8 years 9 months 25 days

Exercise Price

$ 339.85

Grant Date Fair Value

$ 240.32

Number of Options Exercisable

Employee and Director Stock Options | Option Twenty

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Number of Options Outstanding

143

Expiration Date

Nov. 19, 2028

Options Outstanding Remaining Contractual Life (In Years)

8 years 10 months 17 days

Exercise Price

$ 280.00

Grant Date Fair Value

$ 198.12

Number of Options Exercisable

143

Employee and Director Stock Options | Option Twenty One

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Expiration Date

Jan. 22, 2029

Options Outstanding Remaining Contractual Life (In Years)

9 years 21 days

Exercise Price

$ 267.75

Grant Date Fair Value

$ 185.50

Employee and Director Stock Options | Option Twenty Two

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Number of Options Outstanding

214

Expiration Date

Feb. 04, 2029

Options Outstanding Remaining Contractual Life (In Years)

9 years 1 month 2 days

Exercise Price

$ 254.10

Grant Date Fair Value

$ 176.05

Employee and Director Stock Options | Option Twenty Three

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Number of Options Outstanding

15,528

Expiration Date

Mar. 28, 2029

Options Outstanding Remaining Contractual Life (In Years)

9 years 2 months 23 days

Exercise Price

$ 236.60

Grant Date Fair Value

$ 161.70

Number of Options Exercisable

2,532

Employee and Director Stock Options | Option Twenty Four

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Expiration Date

Aug. 07, 2029

Options Outstanding Remaining Contractual Life (In Years)

9 years 7 months 6 days

Exercise Price

$ 71.05

Grant Date Fair Value

$ 47.95

Employee and Director Stock Options | Option Twenty Five

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Number of Options Outstanding

1,142

Expiration Date

Aug. 19, 2029

Options Outstanding Remaining Contractual Life (In Years)

9 years 7 months 17 days

Exercise Price

$ 67.55

Grant Date Fair Value

$ 45.50

Employee and Director Stock Options | Option Twenty Six

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Expiration Date

Sep. 23, 2029

Options Outstanding Remaining Contractual Life (In Years)

9 years 8 months 19 days

Exercise Price

$ 60.55

Grant Date Fair Value

$ 42.00

Employee and Director Stock Options | Option Twenty Seven

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Number of Options Outstanding

856

Expiration Date

Sep. 30, 2029

Options Outstanding Remaining Contractual Life (In Years)

9 years 8 months 26 days

Exercise Price

$ 57.75

Grant Date Fair Value

$ 38.85

Employee and Director Stock Options | Option Twenty Eight

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Number of Options Outstanding

570

Expiration Date

Oct. 01, 2029

Options Outstanding Remaining Contractual Life (In Years)

9 years 9 months

Exercise Price

$ 58.80

Grant Date Fair Value

$ 34.30

Employee and Director Stock Options | Option Twenty Nine

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Number of Options Outstanding

428

Expiration Date

Oct. 14, 2029

Options Outstanding Remaining Contractual Life (In Years)

9 years 9 months 10 days

Exercise Price

$ 50.75

Grant Date Fair Value

$ 34.30

Consultants Stock Options

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Number of Options Outstanding

7,908

Grant Date Fair Value

$ 310.45

Number of Options Exercisable

7,195

Consultants Stock Options | Option One

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Number of Options Outstanding

855

Expiration Date

Dec. 08, 2024

Options Outstanding Remaining Contractual Life (In Years)

4 years 11 months 8 days

Exercise Price

$ 445.20

Fair Value Post Modification

^[1]

$ 76.30

Number of Options Exercisable

855

Consultants Stock Options | Option Two

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Number of Options Outstanding

3,142

Expiration Date

Oct. 28, 2025

Options Outstanding Remaining Contractual Life (In Years)

5 years 9 months 25 days

Exercise Price

$ 111.30

Fair Value Post Modification

$ 230.67

Number of Options Exercisable

3,142

Consultants Stock Options | Option Three

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Number of Options Outstanding

2,056

Expiration Date

Oct. 03, 2026

Options Outstanding Remaining Contractual Life (In Years)

6 years 9 months

Exercise Price

$ 180.25

Fair Value Post Modification

$ 187.25

Number of Options Exercisable

2,056

Consultants Stock Options | Option Four

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Number of Options Outstanding

571

Expiration Date

May 18, 2027

Options Outstanding Remaining Contractual Life (In Years)

7 years 4 months 13 days

Exercise Price

$ 257.25

Fair Value Post Modification

$ 267.77

Number of Options Exercisable

286

Consultants Stock Options | Option Five

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Number of Options Outstanding

428

Expiration Date

Aug. 08, 2027

Options Outstanding Remaining Contractual Life (In Years)

7 years 7 months 6 days

Exercise Price

$ 363.30

Fair Value Post Modification

$ 258.17

Number of Options Exercisable

214

Consultants Stock Options | Option Six

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Number of Options Outstanding

428

Expiration Date

Nov. 06, 2027

Options Outstanding Remaining Contractual Life (In Years)

7 years 10 months 2 days

Exercise Price

$ 567.00

Fair Value Post Modification

$ 244.32

Number of Options Exercisable

214

Consultants Stock Options | Option Seven

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Number of Options Outstanding

428

Expiration Date

Aug. 22, 2028

Options Outstanding Remaining Contractual Life (In Years)

8 years 7 months 20 days

Exercise Price

$ 358.05

Fair Value Post Modification

Grant Date Fair Value

$ 310.28

Number of Options Exercisable

428

[1]	Reflects fair value of modified stock options on August 8, 2018

Share Based Payments - Schedule of Fair Value of Employee and Director Stock Options Granted Estimated Using Black-Scholes Option Pricing Model With Following Weighted Average Assumptions (Details) - Employee and Director Stock Options - $ / shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock price	$ 162.74	$ 392.35
Exercise price	$ 162.74	$ 354.20
Expected term	5 years 5 months 1 day	6 years 3 months
Expected volatility	76.90%	78.99%
Risk-free interest rate	1.96%	2.67%
Dividend rate	0.00%	0.00%

Share Based Payments - Schedule of Fair Value of Consultants Stock Options Granted Estimated Using Black-Scholes Option Pricing Model With Following Weighted Average Assumptions (Details) - Consultants Stock Options - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2020	Dec. 31, 2018
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock price	$ 16.42	$ 358.05
Exercise price	$ 16.42	$ 358.05
Expected term	5 years 3 months 3 days	10 years
Expected volatility	77.35%	90.17%
Risk-free interest rate	0.58%	2.82%
Dividend rate	0.00%	0.00%

Share Based Payments - Summary of Non-Employee Stock Options Accounted for As Derivative Financial Instruments (Details) - Consultants Stock Options $ in Thousands	12 Months Ended
	Dec. 31, 2018 USD ($)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Fair value of non-employee stock options at beginning of year	$ 2,637
Exercise of non-employee options	(737)
Cancelled	0
Foreign exchange gains	(38)
Change in fair value of non-employee stock options during the year	(656)
Reclassification to additional paid-in capital	(1,206)
Fair value of non-employee stock options at end of year	$ 0

Share Based Payments - Schedule of Fair Value of Non-Employee Liability Classified Award Estimated Using Black-Scholes Option Pricing Model With Following Weighted Average Assumptions (Details) - Non-employee Liability	Aug. 08, 2018 $ / shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock price	$ 424.90
Exercise price	$ 153.30
Expected term	11 months 4 days
Expected volatility	73.18%
Risk-free interest rate	1.95%
Dividend rate	0.00%

Share Based Payments - Summary of Company's Restricted Stock Unit Activity (Details) - Restricted Stock Units - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2020	Dec. 31, 2019	Dec. 31, 2018
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Restricted Stock Units, Beginning balance outstanding	788	27	54
Number of Restricted Stock Units, Granted	6,207	788
Number of Restricted Stock Units, Vested and Settled	(6,831)	(27)	(27)
Number of Restricted Stock Units, Ending balance outstanding	164	788	27
Weighted Average Grant Date Fair Value per Unit, Beginning balance outstanding	$ 21.17	$ 350.00	$ 350.00
Weighted Average Grant Date Fair Value per Unit, Granted	17.62	21.17
Weighted Average Grant Date Fair Value per Unit, Vested and Settled	18.13	350.00	350.00
Weighted Average Grant Date Fair Value per Unit, Ending balance outstanding	$ 13.54	$ 21.17	$ 350.00

Share Based Payments - Summary of Company's Restricted Stock Unit Activity (Parenthetical) (Details) - shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Share-based Payment Arrangement [Abstract]
Number of RSUs withheld for taxes	7	7

Share Based Payments - Summary of Stock Based Compensation Expense is Classified in Consolidated Statement of Operations and Comprehensive Loss (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based compensation expense	$ 2,021	$ 3,336	$ 4,691	$ 8,095
Research and Development Expense
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based compensation expense	727	643	898	939
Cost of Sales
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based compensation expense	(1)
Selling, General and Administrative Expense
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based compensation expense	$ 1,295	$ 2,693	$ 3,793	$ 7,156

Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019	Dec. 31, 2018
Payables and Accruals [Abstract]
Employees benefits	$ 557	$ 722	$ 876
Professional services	6	67	518
Legal fees	163	81	253
Royalty fees	5	13
Franchise fees	40	28
Rent			98
Severance	550	606	66
Other	78	2	1
Total	$ 1,399	$ 1,519	$ 1,812

Accrued Expenses - Additional Information (Details) $ in Millions	Sep. 30, 2020 USD ($)
Chief Executive Officer
Deferred Compensation Arrangement with Individual Share Based Payments [Line Items]
Accrued severance costs	$ 0.5

Income Taxes - Components of Net Loss (Income) for Income Tax (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Components of Income Tax Expense (Benefit), Continuing Operations [Abstract]
U.S.	$ 7,980	$ 29,013
Non-U.S.	1,801	(390)
Loss before income taxes	$ 9,781	$ 28,623

Income Taxes - Reconciliation of Income Tax Provision Computed at Statutory Rates (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Statutory tax rate	21.00%	21.00%	34.00%
Net loss before income taxes	$ 9,781	$ 28,623
Expected income tax recovery	(2,054)	(6,011)
Increase (decrease) in income tax recovery resulting from:
Derivative liability	(2,964)	877
Share based payments	949	1,279
Other permanent difference	(213)	(376)
Foreign income taxed at foreign rate	(99)	23
Increase in valuation allowance	4,381	4,208
Income tax expense	$ 0	$ 0

Income Taxes - Components of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Deferred income tax assets (liabilities)
Operating losses carried forward	$ 21,318	$ 16,028
Tax credits	679	1,217
Stock compensation	1,496	1,447
Other	1,293	85
Valuation allowance	$ (24,786)	$ (18,777)

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Income Taxes [Line Items]
Net operating loss, domestic	$ 75,300,000
Operating loss carry forwards expiration year	2033
Corporate tax rate	21.00%	21.00%	34.00%
Accrual relating to uncertain tax positions	$ 0
Maximum
Income Taxes [Line Items]
Corporate tax rate			35.00%
Canada
Income Taxes [Line Items]
Accumulated non-capital losses in Canada	$ 3,600,000

Commitments and Contingencies - Additional Information (Details) $ in Thousands						1 Months Ended					3 Months Ended				9 Months Ended		12 Months Ended
	Sep. 30, 2020 USD ($)	Jun. 01, 2020	Apr. 13, 2020 USD ($)	Dec. 29, 2017	Jan. 22, 2013 shares	May 31, 2020 USD ($)	Mar. 31, 2019	Sep. 30, 2018 Clinic	Jul. 31, 2017 USD ($)	Mar. 31, 2017	Sep. 30, 2020 USD ($)	Dec. 31, 2019 USD ($)	Jun. 30, 2019 Clinic	Dec. 31, 2018 USD ($)	Sep. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2019 CAD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2018 CAD ($)	Dec. 31, 2017	Oct. 30, 2017 USD ($)
Commitments And Contingencies [Line Items]
Lease commencement date						Jul. 01, 2020			Jul. 17, 2017	Jul. 01, 2017
Lease termination date						Jun. 30, 2021			Jan. 16, 2023	Dec. 31, 2022
Lease option to extend termination year										2027
Lease option to extend termination date									Jan. 31, 2028
Lease option to extend lease term						6 months
Lease monthly rent plus utilities						$ 5,000			$ 20,000
Lease monthly rent plus utilities beginning date						Jan. 31, 2021			Jan. 31, 2018
Lease annual increase in rental percentage						3.00%			3.00%												3.00%
Decrease in operating lease right of use asset, partial termination						$ 400
Decrease in operating lease liability						$ 400
Revenue															$ 470,000	$ 1,344,000	$ 1,496,000		$ 478,000
License Revenue
Commitments And Contingencies [Line Items]
Revenue												$ 5,000			20,000	0	5,000		478,000
PPP Loan
Commitments And Contingencies [Line Items]
Loan proceeds received, amount			$ 323,000
Other Income
Commitments And Contingencies [Line Items]
Gain on termination of lease											$ 100
Advanced NeuroRehabilitation, LLC \| License Agreement for Exclusive Right on Patent Pending Technology
Commitments And Contingencies [Line Items]
Issuance of common stock for license agreement \| shares					91,628
Percentage of royalty on net revenue					4.00%
Royalty expense															$ 15,000	$ 52,000	$ 59,000		0
A&B Company Limited \| Asset Purchase Agreement
Commitments And Contingencies [Line Items]
Contract penalty payable on failure to obtain FDA clearance																						$ 2,000,000
Altair LLC
Commitments And Contingencies [Line Items]
Percentage of royalty on sales							7.00%
Effective date of notice of termination																	May 20, 2019	May 20, 2019
Key Tronic Corporation \| Manufacturing and Supply Agreement
Commitments And Contingencies [Line Items]
Agreement description															On December 29, 2017, HMI (formerly known as NeuroHabilitation Corporation) entered into a Manufacturing and Supply Agreement (“MSA”) with Key Tronic Corporation (“Key Tronic”), for the manufacture and supply of the Company’s PoNS device based upon the Company’s product specifications as set forth in the MSA. Per the agreement, the Company shall provide to Key Tronic a rolling forecast for the procurement of parts and material and within normal lead times based on estimated delivery dates for the manufacture of the PoNS device. The term of the agreement is for three years and will automatically renew for additional consecutive terms of one year, unless cancelled by either party upon 180-day written notice to the other party prior to the end of the then current term. On June 1, 2020, HMI extended the existing manufacturing agreement with Key Tronic for a second three year term from December 29, 2020 until December 31, 2023. As of September 30, 2020, the Company did not have any outstanding commitments to Key Tronic to complete the Company’s forecasts for the procurement of materials necessary for the delivery of PoNS devices.		On December 29, 2017, HMI (formerly known as NeuroHabilitation Corporation) entered into a Manufacturing and Supply Agreement (“MSA”) with Key Tronic Corporation (“Key Tronic”), for the manufacture and supply of the Company’s PoNS device based upon the Company’s product specifications as set forth in the MSA. Per the agreement, the Company shall provide to Key Tronic a rolling forecast for the procurement of parts and material and within normal lead times based on estimated delivery dates for the manufacture of the PoNS device. The term of the agreement is for three years and the agreement will automatically renew for additional consecutive terms of one year, unless cancelled by either party upon 180-day written notice to the other party prior to the end of the then current term. As of December 31, 2019, the Company had a $0.1 million obligation to Key Tronic to complete the Company’s forecast for the procurement of materials necessary for the delivery of PoNS devices.	On December 29, 2017, HMI (formerly known as NeuroHabilitation Corporation) entered into a Manufacturing and Supply Agreement (“MSA”) with Key Tronic Corporation (“Key Tronic”), for the manufacture and supply of the Company’s PoNS device based upon the Company’s product specifications as set forth in the MSA. Per the agreement, the Company shall provide to Key Tronic a rolling forecast for the procurement of parts and material and within normal lead times based on estimated delivery dates for the manufacture of the PoNS device. The term of the agreement is for three years and the agreement will automatically renew for additional consecutive terms of one year, unless cancelled by either party upon 180-day written notice to the other party prior to the end of the then current term. As of December 31, 2019, the Company had a $0.1 million obligation to Key Tronic to complete the Company’s forecast for the procurement of materials necessary for the delivery of PoNS devices.
Agreement term				3 years	3 years
Agreement auto renewal period				1 year	1 year
Notice period to cancel the renewal of agreement				180 days	180 days
Outstanding commitments	$ 0																$ 100,000
Extended manufacturing agreement term		3 years
Heuro Canada Incorporation \| Strategic Alliance Agreement
Commitments And Contingencies [Line Items]
Maximum percent of operating budget								50.00%
Net proft and loss basis								50.00%
Expenses incurred in share of estimated cost																	100,000		200,000
Additional cost of sales for services rendered																	100,000		200,000
Heuro Canada Incorporation \| Strategic Alliance Agreement \| HealthTech Connex, Inc.
Commitments And Contingencies [Line Items]
Number of founding clinics \| Clinic								3
Number of additional clinics \| Clinic													3
Partial consideration to pay																		$ 750		$ 750
License consideration first annual installment																		250		250
License consideration second annual installment																		250		250
License consideration third annual installment																		250		$ 250
Partial consideration granted period								3 years
Maximum percent of operating budget								50.00%
Net proft and loss basis								50.00%
Heuro Canada Incorporation \| Strategic Alliance Agreement \| HealthTech Connex, Inc. \| Canada
Commitments And Contingencies [Line Items]
Number of authorized clinics \| Clinic													5
Heuro Canada Incorporation \| Strategic Alliance Agreement \| HealthTech Connex, Inc. \| License Revenue
Commitments And Contingencies [Line Items]
Revenue														$ 500,000			$ 37,000	$ 500	$ 500,000

Commitments and Contingencies - Schedule of Future Minimum Lease Payments Related to Non-cancellable Operating Lease Commitments (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2020	Dec. 31, 2019	Jan. 01, 2019
Operating Leases Future Minimum Payments Due [Abstract]
Operating lease cost	$ 57	$ 224
Operating lease - operating cash flows	$ 189	$ 246
Weighted average remaining lease term	1 year 9 months	3 years 18 days
Weighted average discount rate	7.20%	15.10%
2020 (remaining three months)	$ 63	$ 253
2021	63	260
2022	32	267
2023		10
Total future minimum lease payments	158	790
Less imputed interest	(4)	(153)
Total liability	154	637	$ 700
Current operating lease liability	107	172
Non-current operating lease liability	47	465
Total	$ 154	$ 637	$ 700

Variable Interest Entities - Additional Information (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019	Oct. 30, 2019	Dec. 31, 2018
Variable Interest Entity [Line Items]
Carrying amounts for assets relating to the variable interest	$ 6,026	$ 10,347		$ 27,827
Carrying amounts for liabilities relating to the variable interest	$ 2,829	$ 4,512		$ 17,973
Heuro Canada Incorporation \| Variable Interest Entity
Variable Interest Entity [Line Items]
Carrying amounts for assets relating to the variable interest			$ 0
Carrying amounts for liabilities relating to the variable interest			$ 0

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 210
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(11))
-URI http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878

Reference 2: 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(g)(1)(ii))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 45
-Paragraph 25
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 32
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 210
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(12))
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599

+ Details

- Definition

Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 45
-Paragraph 25
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=75031198&loc=d3e14064-108612

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (bb)
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-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
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-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
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-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599

Reference 8: 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(g)(1)(ii))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended	9 Months Ended		12 Months Ended
	Apr. 30, 2016	Mar. 31, 2018	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
Related Party Transaction [Line Items]
Consulting fee owed to directors					$ 5
Accrued liabilities for consulting fees			$ 1,399		1,519	$ 1,812
Change in fair value of derivative financial instruments			4	$ 14,033	14,113	(3,577)
Non-employee Stock Options
Related Party Transaction [Line Items]
Change in fair value of derivative financial instruments						300
Foreign exchange gain						18
Directors
Related Party Transaction [Line Items]
Consulting fees paid			5	$ 25	27	33
Accrued liabilities for consulting fees			$ 0
Montel Media, Inc. \| Minimum
Related Party Transaction [Line Items]
Beneficially owns common stock percentage		5.00%
Montel Media, Inc. \| Consulting Agreement
Related Party Transaction [Line Items]
Consulting fees paid					0	45
Consulting monthly fee	$ 15
Clinvue LLC
Related Party Transaction [Line Items]
Consulting fees paid					$ 0	$ 100

Sole-Source Cost-Sharing Agreement and Cooperative Research and Development Agreement - Additional Information (Details) - USAMRMC - USD ($)	1 Months Ended	3 Months Ended	12 Months Ended
	Jul. 31, 2015	Sep. 30, 2017	Dec. 31, 2019	Dec. 31, 2018
Schedule Of Cost Sharing Agreement And Cooperative Research And Development Agreement [Line Items]
Expiration date of original contract			Dec. 31, 2016
Reimbursement received				$ 3,000,000
Cooperative Research and Development Agreement
Schedule Of Cost Sharing Agreement And Cooperative Research And Development Agreement [Line Items]
Expiration year of original contract		2018
Extended expiration date of original contract		Dec. 31, 2021
Maximum
Schedule Of Cost Sharing Agreement And Cooperative Research And Development Agreement [Line Items]
Reimbursed trial cost	$ 3,000,000

Subsequent Events - Additional Information (Details) - USD ($)		9 Months Ended	12 Months Ended
	Oct. 26, 2020	Sep. 30, 2020	Dec. 31, 2019	Dec. 31, 2018	Mar. 23, 2020	Nov. 22, 2019
Subsequent Event [Line Items]
Common stock per share						$ 12.25
Proceeds from the issuances of common stock and warrants		$ 7,233,000	$ 1,685,000	$ 38,526,000
Minimum
Subsequent Event [Line Items]
Common stock per share					$ 1.00
Subsequent Event \| Private Placement
Subsequent Event [Line Items]
Proceeds from the issuance of common stock, Shares	187,646
Warrants to purchase number of common stock, shares	93,817
Common stock per share	$ 18.20
Proceeds from the issuances of common stock and warrants	$ 3,400,000
Share issuance cost including placement agent fees	$ 200,000
Warrant exercisable price per share	$ 15.82
Warrants expiration period	3 years
Percentage of right to participate subsequent financing	30.00%
Subsequent Event \| Private Placement \| Minimum
Subsequent Event [Line Items]
Subscription to participate subsequent financing	$ 250,000
Subsequent Event \| Private Placement \| Officer, Affiliates of an Officer and Director
Subsequent Event [Line Items]
Common stock per share	$ 18.354
Warrant exercisable price per share	$ 16.1665
Subsequent Event \| Private Placement \| Placement Agent
Subsequent Event [Line Items]
Proceeds from the issuance of common stock, Shares	961
Common stock per share	$ 19.775
Common Stock \| Subsequent Event \| Private Placement
Subsequent Event [Line Items]
Number of warrant to purchase of each stock	0.50

Subsequent Events - Schedule of Pro Forma Basis Adjustment on Stockholders' Equity (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Dec. 31, 2019	Sep. 30, 2019	Dec. 31, 2018	Dec. 31, 2017
Subsequent Event [Line Items]
Total stockholders' equity as of September 30, 2020	$ 3,197	$ 5,835	$ 8,822	$ 9,854	$ (7,490)
Net proceeds from October 2020 private placement	3,244
Private Placement \| Pro Forma
Subsequent Event [Line Items]
Total stockholders' equity as of September 30, 2020	$ 6,441

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References + Details