UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
For the Quarterly Period Ended | ||
OR | ||
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
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ASSURE HOLDINGS CORP.
FORM 10Q
FOR THE QUARTER ENDED JUNE 30, 2023
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ASSURE HOLDINGS CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and par amounts)
(unaudited)
| June 30, |
| December 31, | |||
2023 | 2022 | |||||
ASSETS | ||||||
Current assets |
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Cash | $ | | $ | | ||
Accounts receivable, net |
| |
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Other current assets |
| |
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Due from MSAs | | | ||||
Total current assets |
| |
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Equity method investments |
| |
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Fixed assets |
| |
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Operating lease right of use asset, net | | | ||||
Finance lease right of use asset, net | | | ||||
Intangibles, net |
| |
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Goodwill |
| |
| | ||
Total assets | $ | | $ | | ||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||
LIABILITIES | ||||||
Current liabilities | ||||||
Accounts payable and accrued liabilities | $ | | $ | | ||
Current portion of debt |
| |
| | ||
Current portion of lease liability |
| |
| | ||
Current portion of acquisition liability |
| |
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Other current liabilities |
| — |
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Total current liabilities |
| |
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Lease liability, net of current portion |
| |
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Debt, net of current portion |
| |
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Acquisition liability | | | ||||
Deferred tax liability, net |
| |
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Total liabilities |
| |
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Commitments and contingencies (Note 8) | ||||||
SHAREHOLDERS’ EQUITY | ||||||
Common stock: $ |
| |
| | ||
Additional paid-in capital |
| |
| | ||
Accumulated deficit |
| ( |
| ( | ||
Total shareholders’ equity |
| |
| | ||
Total liabilities and shareholders’ equity | $ | | $ | |
See accompanying notes to condensed consolidated financial statements.
2
ASSURE HOLDINGS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
(unaudited)
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||
2023 |
| 2022 | 2023 |
| 2022 | ||||||
Revenue |
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Technical services | $ | | $ | | $ | | $ | | |||
Professional services | | | | | |||||||
Other |
| |
| |
| |
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Total revenue |
| |
| |
| |
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Cost of revenues, excluding depreciation and amortization |
| |
| |
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Gross margin |
| ( |
| ( |
| ( |
| ( | |||
Operating expenses | |||||||||||
General and administrative |
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Sales and marketing |
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Depreciation and amortization |
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| |
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Total operating expenses |
| |
| |
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Loss from operations |
| ( |
| ( |
| ( |
| ( | |||
Other income (expenses) | |||||||||||
Income from equity method investments |
| |
| |
| | | ||||
Gain on Paycheck Protection Program loan forgiveness | — | — | — | | |||||||
Other expense, net |
| |
| |
| |
| | |||
Accretion expense | ( | ( | ( | ( | |||||||
Interest expense, net |
| ( |
| ( |
| ( |
| ( | |||
Total other expense |
| ( |
| ( |
| ( |
| | |||
Loss before income taxes |
| ( |
| ( |
| ( |
| ( | |||
Income tax benefit |
| |
| |
| |
| | |||
Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||
Loss per share | |||||||||||
Basic | $ | ( | $ | ( | $ | ( | $ | ( | |||
Diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||
Weighted average number of shares used in per share calculation – basic |
| |
| |
| |
| | |||
Weighted average number of shares used in per share calculation – diluted |
| |
| |
| |
| |
See accompanying notes to condensed consolidated financial statements.
3
ASSURE HOLDINGS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| Six Months Ended June 30, | |||||
2023 |
| 2022 | ||||
Cash flows from operating activities | ||||||
Net loss | $ | ( | $ | ( | ||
Adjustments to reconcile net loss to net cash used in operating activities | ||||||
Income from equity method investments |
| ( |
| ( | ||
Stock-based compensation |
| |
| | ||
Depreciation and amortization |
| |
| | ||
Amortization of debt issuance costs |
| |
| | ||
Provision for stock option fair value |
| — |
| ( | ||
Gain on Paycheck Protection Program loan | — | ( | ||||
Accretion expense | | | ||||
Change in operating assets and liabilities | ||||||
Accounts receivable, net |
| |
| | ||
Prepaid expenses | ( | ( | ||||
Right of use assets | | | ||||
Accounts payable and accrued liabilities |
| |
| | ||
Due from MSAs |
| |
| ( | ||
Lease liability | ( | ( | ||||
Income taxes |
| ( |
| ( | ||
Other assets and liabilities |
| ( |
| ( | ||
Net cash used in operating activities |
| ( |
| ( | ||
Cash flows from investing activities | ||||||
Purchase of fixed assets |
| — |
| ( | ||
Net cash paid for acquisitions |
| ( |
| ( | ||
Distributions received from equity method investments |
| |
| | ||
Net cash used in investing activities |
| ( |
| ( | ||
Cash flows from financing activities | ||||||
Proceeds from exercise of stock options |
| — |
| | ||
Proceeds from share issuance, net | | — | ||||
Net cash provided by financing activities |
| |
| | ||
Increase (decrease) in cash |
| |
| ( | ||
Cash at beginning of period |
| |
| | ||
Cash at end of period | $ | | $ | | ||
Supplemental cash flow information | ||||||
Interest paid | $ | | $ | | ||
Income taxes paid | $ | — | $ | — | ||
Supplemental non-cash flow information | ||||||
Purchase of equipment with finance leases | $ | — | $ | |
See accompanying notes to condensed consolidated financial statements.
4
ASSURE HOLDINGS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(in thousands, except share amounts)
(unaudited)
|
| Additional |
|
| Total | |||||||||
Common Stock | paid-in | Accumulated | shareholders' | |||||||||||
| Shares |
| Amount |
| Capital |
| deficit |
| equity | |||||
Balances, March 31, 2022 |
| | $ | | $ | | $ | ( | $ | | ||||
Stock-based compensation |
| — |
| — |
| |
| — |
| | ||||
Net income |
| — |
| — |
| — |
| ( |
| ( | ||||
Balances, June 30, 2022 |
| | $ | | $ | | $ | ( | $ | | ||||
Balances, March 31, 2023 | | $ | | $ | | $ | ( | $ | | |||||
Share issuance, net | | | | — | | |||||||||
Stock-based compensation |
| | — | | — |
| | |||||||
Other |
| | — | — | — |
| — | |||||||
Net loss |
| — |
| — |
| — |
| ( |
| ( | ||||
Balances, June 30, 2023 |
| | $ | | $ | | $ | ( | $ | |
|
| Additional |
|
| Total | |||||||||
Common Stock | paid-in | Accumulated | shareholders' | |||||||||||
| Shares |
| Amount |
| Capital |
| deficit |
| equity | |||||
Balances, December 31, 2021 |
| | $ | | $ | | $ | ( | $ | | ||||
Exercise of stock options |
| |
| — |
| |
| — |
| | ||||
Stock-based compensation |
| — |
| — |
| |
| — |
| | ||||
Net loss |
| — |
| — |
| — |
| ( |
| ( | ||||
Balances, June 30, 2022 | | $ | | $ | | $ | ( | $ | | |||||
Balances, December 31, 2022 |
| | $ | | $ | | $ | ( | $ | | ||||
Share issuance, net | | | | — | | |||||||||
Stock-based compensation |
| |
| — |
| |
| — |
| | ||||
Other |
| |
| — |
| — |
| — |
| — | ||||
Net loss |
| — |
| — |
| — |
| ( |
| ( | ||||
Balances, June 30, 2023 |
| | $ | | $ | | $ | ( | $ | |
See accompanying notes to condensed consolidated financial statements.
5
ASSURE HOLDINGS CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1.NATURE OF OPERATIONS
Assure Holdings Corp. (“Assure” or the “Company”), through its
The Company was originally incorporated in Colorado on November 7, 2016. In conjunction with a reverse merger, the Company was redomiciled in Nevada on May 16, 2017.
Neuromonitoring was formed on August 25, 2015 in Colorado and currently has multiple wholly-owned subsidiaries. The Company’s services are sold in the United States, directly through the Company.
Networks was formed on November 7, 2016 in Colorado and holds varying ownerships interests in numerous Provider Network Entities (“PE”), which are professional IONM entities. These entities are accounted for under the equity method of accounting. Additionally, Networks manages other PEs that Networks does not have an ownership interest and charges those PEs a management fee.
2.BASIS OF PRESENTATION
Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, and majority-owned entities. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), which contemplates continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. For entities in which management has determined the Company does not have a controlling financial interest but has varying degrees of influence regarding operating policies of that entity, the Company’s investment is accounted for using the equity method of accounting. All significant intercompany balances and transactions have been eliminated in consolidation.
Liquidity
The Company’s current cash balance and estimated cash from operations for the next 12 months is not sufficient to meet the Company’s working capital needs for the next 12 months. The Company intends to seek equity or debt financing and have implemented significant cost cutting measures to mitigate its going concern. Such financings may include the issuance of shares of common stock, warrants to purchase common stock, convertible debt or other instruments that may dilute current stockholders. Financing may not be available on acceptable terms depending on market conditions at the time the Company seeks financing. The Company has filed for a refund from the IRS under the CARES Act Employee Retention Credit program, however, there is no guarantee when, or if, these funds will be received. The accompanying consolidated financial statements do not include any adjustments that might become necessary should the Company be unable to continue as a going concern.
6
ASSURE HOLDINGS CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Accounting Policies
There have been no changes to the Company’s significant accounting policies or recent accounting pronouncements during the three and six months ended June 30, 2023, as compared to the significant accounting policies disclosed in the 10-K for the year ended December 31, 2022 as filed on March 31, 2023.
On January 1, 2023, the Company adopted Accounting Standards Update No, 2016-13, Measurement of Credit Losses on Financial Instruments, and its related amendments using the prospective method. The new standard requires the use of a current expected credit loss impairment model to develop and recognize credit losses for financial instruments at amortized cost when the asset is first originated or acquired, and each subsequent reporting period. The adoption of this standard did not have a material impact to the Company’s 2023 financial statements.
Common Stock Reverse Split
Reclassifications
Certain amounts for the three and months ended June 30, 2022 have been reclassified to conform to the 2023 presentation.
3. REVENUE
The Company disaggregates revenue from contracts with customers by revenue stream as this depicts the nature, amount, timing and uncertainty of its revenue and cash flows as affected by economic factors. Commercial insurance consists of neuromonitoring cases whereby a patient has healthcare insurance that we bill. Facility billing consists of neuromonitoring cases whereby the Company has an agreement to bill the medical facility for patients that do not have health care insurance.
The Company’s revenue disaggregated by payor is as follows (in thousands):
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||
2023 |
| 2022 | 2023 |
| 2022 | ||||||
|
|
|
|
|
| ||||||
Commercial insurance | $ | ( | $ | ( | $ | | $ | | |||
Facility billing | | | | | |||||||
Managed service agreements and other | | | | | |||||||
Total | $ | | $ | | $ | | $ | |
The negative revenue for the three months ended June 30, 2023 and 2022 is related to implicit pricing concessions, including subsequent revisions of accrual rate estimates for services performed in previous periods, being greater than revenue generated for the period.
7
ASSURE HOLDINGS CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Accounts Receivable
A summary of the accounts receivable, net, by revenue stream is as follows (in thousands):
June 30, | December 31, | |||||
| 2023 |
| 2022 | |||
Technical service | $ | |
| $ | | |
Professional service | | | ||||
Other |
| |
| | ||
Total accounts receivable, net | $ | | $ | |
The concentration of accounts receivable, net, by payor as a percentage of total accounts receivable is as follows:
As of June 30, | As of December 31, | |||||
2023 |
| 2022 | ||||
|
| |||||
Commercial insurance | | % | | % | ||
Facility billing | | % | | % | ||
Other | | % | | % | ||
Total |
| | % | | % |
4. LEASES
Under ASC 842, Leases, a contract is a lease, or contains a lease, if the contract conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration. To determine whether a contract conveys the right to control the use of an identified asset for a period of time, an entity shall assess whether, throughout the period of use, the entity has both of the following: (a) the right to obtain substantially all of the economic benefits from the use of the identified asset; and (b) the right to direct the use of the identified asset. The Company does not assume renewals in the determination of the lease term unless the renewals are deemed to be reasonably assured at lease commencement. Lease agreements generally do not contain material residual value guarantees or material restrictive covenants.
Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. As a practical expedient, the Company elected not to separate non-lease components for the corporate office facility (e.g., common-area maintenance costs) from lease components (e.g., fixed payments including rent) and instead to account for each separate lease component and its associated non-lease components as a single lease component.
Operating leases
The Company leases corporate office facilities under an operating lease which expires October 31, 2025. The incremental borrowing rate for this lease was
Finance leases
The Company leases medical equipment under various financing leases with stated interest rates ranging from
8
ASSURE HOLDINGS CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The condensed consolidated balance sheets include the following amounts for right of use (“ROU”) assets as of June 30, 2023 and December 31, 2022 (in thousands):
| June 30, | December 31, | ||||
2023 |
| 2022 | ||||
Operating |
| $ | |
| $ | |
Finance |
| |
| | ||
Total |
| $ | |
| $ | |
Finance lease assets are reported net of accumulated amortization of $
The following are the components of lease cost for operating and finance leases (in thousands):
Six Months Ended June 30, | ||||||
2023 |
| 2022 | ||||
Lease cost: | ||||||
Operating leases: | ||||||
Amortization of ROU assets | $ | | $ | | ||
Interest on lease liabilities | | | ||||
Total operating lease cost | | | ||||
Finance leases: | ||||||
Amortization of ROU assets | | | ||||
Interest on lease liabilities | | | ||||
Total finance lease cost | | | ||||
Total lease cost | $ | | $ | |
The following are the weighted average lease terms and discount rates for operating and finance leases:
As of | As of | ||||
| June 30, 2023 | June 30, 2022 | |||
Weighted average remaining lease term (years): | |||||
Operating leases |
| ||||
Finance leases |
| ||||
Weighted average discount rate (%): | |||||
Operating leases |
| | | ||
Finance leases |
| | |
9
ASSURE HOLDINGS CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Future minimum lease payments and related lease liabilities as of June 30, 2023 were as follows (in thousands):
|
|
| Total | ||||||
Operating | Finance | Lease | |||||||
Leases | Leases | Liabilities | |||||||
Remainder of 2023 | $ | | $ | | $ | | |||
2024 |
| |
| |
| | |||
2025 |
| |
| |
| | |||
2026 | — | | | ||||||
Total lease payments |
| |
| |
| | |||
Less: imputed interest |
| ( |
| ( |
| ( | |||
Present value of lease liabilities | | | | ||||||
Less: current portion of lease liabilities |
| |
| |
| | |||
Noncurrent lease liabilities | $ | | $ | | $ | |
Note: Future minimum lease payments exclude short-term leases as well as payments to landlords for variable common area maintenance, insurance and real estate taxes.
5. DEBT
The Company’s debt obligations are summarized as follows:
June 30, | December 31, | |||||
| 2023 |
| 2022 | |||
Face value of convertible debenture | $ | | $ | | ||
Less: principal converted to common shares | ( | ( | ||||
Less: deemed fair value ascribed to conversion feature and warrants |
| ( |
| ( | ||
Plus: accretion of implied interest |
| | | |||
Total convertible debt |
| |
| | ||
Face value of Centurion debenture | | | ||||
Less: deemed fair value ascribed to warrants | ( | ( | ||||
Plus: accretion of implied interest | | | ||||
Less: net debt issuance costs | ( | ( | ||||
Total Centurion debt |
| |
| | ||
Total debt |
| |
| | ||
Less: current portion of debt |
| ( |
| ( | ||
Long-term debt | $ | | $ | |
10
ASSURE HOLDINGS CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The following table depicts accretion expense and interest expense (excluding debt issuance cost amortization) related to the Company’s debt obligations for the three and six months ended June 30, 2023 and 2022 (in thousands):
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||
2023 |
| 2022 | 2023 |
| 2022 | ||||||
Accretion expense |
|
|
|
|
|
| |||||
Convertible debenture | $ | | $ | | $ | | $ | | |||
Centurion debenture |
| |
| |
| | | ||||
$ | | $ | | $ | | $ | | ||||
Debt issuance cost amortization |
|
|
|
|
|
| |||||
Centurion debenture | $ | | $ | | $ | | $ | | |||
Interest paid | |||||||||||
Convertible debenture | $ | | $ | | $ | | $ | | |||
Centurion debenture |
| |
| |
| |
| | |||
$ | | $ | | $ | | $ | |
As of June 30, 2023, future minimum principal payments are summarized as follows (in thousands):
| Convertible |
| ||||
| Debt |
| Debenture | |||
2023 | $ | | $ | — | ||
2024 |
| |
| — | ||
2025 |
| — |
| | ||
Total | | | ||||
Less: fair value ascribed to conversion feature and warrants |
| ( |
| ( | ||
Plus: accretion and implied interest |
| |
| | ||
Less: net debt issuance costs | — | ( | ||||
$ | | $ | |
Paycheck Protection Program
During March 2021, the Company received an unsecured loan under the United States Small Business Administration Paycheck Protection Program (“PPP”) in the amount of $
Convertible Debt
From November 2019 through May 2020, the Company closed multiple non-brokered private placements of convertible debenture units (“CD Unit”) for gross proceeds of $
11
ASSURE HOLDINGS CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The fair value of the convertible debt was determined to be $
Centurion Debt
In June 2021, Assure issued a debenture to Centurion (the “Debenture”) with a maturity date of June 9, 2025 (the “Maturity Date”), in the principal amount of $
The Credit Facility matures in June 2025 and bears interest at the rate of the greater of
The fair value of the Debenture was determined to be $
6. SHARE CAPITAL
Common stock
Common stock:
Reverse Share Split
During March 2023, the total number of shares of common stock authorized by the Company was reduced from
Additionally, all options, warrants and other convertible securities of the Company outstanding immediately prior to the reverse split were adjusted by dividing the number of shares of common stock into which the options, warrants and other convertible securities are exercisable or convertible by
(20) and multiplying the exercise or conversion price thereof by (20), all in accordance with the terms of the plans, agreements or arrangements governing such options, warrants and other convertible securities and subject to rounding to the nearest whole share.All shares of common stock, options, warrants and other convertible securities and the corresponding price per share amounts have been presented to reflect the reverse split in all periods presented within this Form 10-Q.
12
ASSURE HOLDINGS CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Share Issuance
During March 2023, the Company completed a private placement for
During May 2023, the Company completed its pricing of an underwritten public offering of
The gross proceeds to the Company from the offering of approximately $
The Company granted the underwriters in the offering a
During June 2023, the Company issued
Stock options
On December 10, 2020, shareholders approved amendments to the Company’s stock option plan, which amended the plan previously approved on November 20, 2019 (the “Amended Stock Option Plan”). On December 10, 2020, the Company’s shareholders approved the adoption of a new fixed equity incentive plan (the “Equity Incentive Plan”), which authorizes the Company to grant (a) stock options, (b) restricted awards, (c) performance share units, and other equity-based awards for compensation purposes (collectively, “Awards”).
In November 2021, the Company adopted and approved the 2021 Stock Incentive Plan and the 2021 Employee Stock Purchase Plan. The intent of the Company and the Board of Directors is that while the Amended 2020 Stock Option Plan and the 2020 Equity Incentive Plan will continue in existence in relation to the options and awards previously granted, the Board will not grant future options or awards thereunder. Instead, only the 2021 Stock Incentive Plan will be used for the grant of options and awards to eligible participants.
As of June 30, 2023, there was
Options under the 2021 Stock Option Plan are granted from time to time at the discretion of the Board of Directors, with vesting periods and other terms as determined by the Board of Directors.
13
ASSURE HOLDINGS CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
A summary of the stock option activity is presented below:
Options Outstanding | ||||||||||
|
| Weighted |
| Weighted |
| |||||
Average | Average | |||||||||
Number of | Exercise | Remaining | Aggregate | |||||||
Shares Subject | Price Per | Contractual | Intrinsic Value | |||||||
to Options | Share | Life (in years) | (in thousands) | |||||||
Balance at December 31, 2021 |
| $ | |
|
|
| ||||
Options granted |
| | $ | | ||||||
Options exercised |
| ( | $ | | ||||||
Options canceled / expired |
| ( | $ | | ||||||
Balance at December 31, 2022 |
| | $ | | ||||||
Options granted |
| | $ | | ||||||
Options canceled / expired |
| ( | $ | | ||||||
Balance at June 30, 2023 |
| | $ | |
|
| $ | — | ||
Vested and exercisable at June 30, 2023 |
| | $ | |
|
| $ | — |
The following table summarizes information about stock options outstanding and exercisable under the Company’s Stock Option Plan at June 30, 2023:
Options Outstanding | Options Exercisable | |||||||||
| Weighted |
|
|
| ||||||
Average | Weighted | Weighted | ||||||||
Remaining | Average | Average | ||||||||
Number of | Contractual | Exercise Price | Number | Exercise Price | ||||||
Outstanding | Life (in years) | Per Share | Exercisable | Per Share | ||||||
| $ | |
| | $ | | ||||
| $ | |
| | $ | | ||||
| $ | |
| | $ | | ||||
|