0001213900-23-018560 | 10-K | XBRL Viewer

Net Loss Per Share

12 Months Ended

Dec. 31, 2022

Note 9. Net Loss Per Share

All common stock share data reflects the reverse stock split effective February 15, 2023, as described in Note 14. Subsequent Events, Reverse stock split.

Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding adjusted to give effect to potentially dilutive securities. Restricted stock and unit awards, and stock options have not been included in the diluted loss per share calculation as their inclusion would have had an anti-dilutive effect.

The potential common stock equivalents that have been excluded from the computation of diluted loss per share consist of the following:

	December 31,
(in thousands)	2022		2021
Outstanding stock options		440		342
Nonvested restricted stock and unit awards		127		72
Stock purchase warrants		1		14
		568		428

Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2022

Revenue Recognition

Schedule of net sales disaggregated by geographic area

	Years ended December 31,
(in thousands)	2022		2021
Product revenue
United States	$	6,974	$	3,940
United Kingdom		1,296		1,344
Other		183		167
License revenue
Japan		139		—
Total Net Sales	$	8,592	$	5,451

Stockholders' Equity

12 Months Ended

Dec. 31, 2022

Stockholders’ Equity

Stockholders' Equity

Note 8. Stockholders’ Equity

All common stock share and per share data reflects the reverse stock split effective February 15, 2023, as described in Note 14. Subsequent Events, Reverse stock split.

Dividend Preferred

On December 2, 2022, the Company's board of directors declared a dividend of one one-thousandth of a share of Series A Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”), for each outstanding share of the Company’s common stock, to stockholders of record on December 19, 2022.

Each share of Series A Preferred Stock entitled the holder thereof to 1,000,000 votes per share, and each fraction of a share of Series A Preferred Stock had a ratable number of votes. Thus, each one-thousandth of a share of Series A Preferred Stock was entitled to 1,000 votes. The outstanding shares of Series A Preferred Stock voted together with the outstanding shares of the Company's common stock as a single class exclusively with respect to the proposal to adopt an amendment to the Company’s Certificate of Incorporation, as amended, to reclassify the outstanding shares of the Company's Common Stock into a smaller number of shares of common stock at a ratio specified in or determined in accordance with the terms of such amendment (the “Reverse Stock Split”).

The Company was not solely in control of the redemption of the shares of Series A Preferred Stock since the holders had the option of deciding whether to vote in respect of the above described Reverse Stock Split, which determined whether a given holder’s shares of Series A Preferred Stock were redeemed in the Initial Redemption or the Subsequent Redemption. Since the redemption of the Series A Preferred Stock was not solely in the control of the Company, the shares of Series A Preferred Stock were classified within mezzanine equity in the Company’s audited consolidated balance sheet. The shares of Series A Preferred Stock were measured at redemption value. The value of the shares of Series A Preferred Stock as of December 31, 2022 was $71. See Note 14. Subsequent Events, Redemption and Elimination of Series A Preferred Stock.

Public Offering of CommonStock

On July 2, 2021, the Company completed a public offering of 1,380,000 shares of its common stock at a purchase price of $15.00 per share. The net proceeds of the offering to the Company were approximately $18.8 million, after deducting the underwriting discounts, commissions, and other offering expenses.

Other 2021 Securities Purchase Agreements

On August 30, 2021, the Company entered into a Securities Purchase Agreement with its legal counsel pursuant to which the Company issued 63,492 shares of common stock, at a purchase price of $15.75 per share. Upon issuance of the shares, certain of the Company's outstanding financial obligations to its legal counsel were deemed paid and satisfied in full.

Settlement of Lease Liability

During 2021, the Company agreed to issue 13,333 shares of its common stock in connection with the lease termination related to its former headquarters located in Basking Ridge, NJ.

Settlement of Accrued Bonus

In January 2021, the Company issued 11,028 shares of its common stock as payment for certain executive incentive bonuses accrued in 2020.

Stock Purchase Warrants

The following table presents a summary of stock purchase warrants outstanding as of December 31, 2022:

	Number of Warrants (in thousands)		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)			Aggregate Intrinsic Value
Outstanding, January 1, 2022		14	$	180.60		0.80	$	—
Granted		—		—			$	—
Exercised		—		—			$	—
Expired		13		138.05			$	—
Outstanding, December 31, 2022		1	$	229.50		2.0	$	—
Exercisable, December 31, 2022		1	$	229.50		2.0	$	—

- Definition

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

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+ Details

Revenue Recognition

12 Months Ended

Dec. 31, 2022

Revenue Recognition

Revenue Recognition

Note 4. Revenue Recognition

Geographical Net Sales

The following table presents net sales disaggregated by geographic area:

	Years ended December 31,
(in thousands)	2022		2021
Product revenue
United States	$	6,974	$	3,940
United Kingdom		1,296		1,344
Other		183		167
License revenue
Japan		139		—
Total Net Sales	$	8,592	$	5,451

Contract Balances

The Company generally invoices the customer and recognizes revenue once its performance obligations are satisfied, at which point payment is unconditional. In March 2022, the Company entered into an agreement with Teijin Limited (Teijin), to license certain exclusive rights to its nVNS technology for commercialization in Japan for a range of primary headache disorders. Under the agreement, the Company received a non-refundable, upfront payment for the licenses and rights granted to Teijin. The Company began to recognize revenue for this upfront payment ratably over a period of one year commencing in the second quarter of 2022. As of December 31, 2022, the Company's Consolidated balance sheet included a contract liability related to the Teijin agreement in the amount of $152,000 which is included in Accrued expenses and other current liabilities. No further contracts with customers gave rise to contract assets or liabilities during the year ended December 31, 2022 and 2021. See Note 7 Accrued Expenses and other current liabilities.

Agreed upon payment terms with customers are within 30 days of shipment. Accordingly, contracts with customers do not include a significant financing component.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

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+ Details

Stock Based Compensation - Summary of Weighted Average Assumptions Used in Valuing Plans (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Fair value at grant date	$ 7.2	$ 19.8
Expected volatility	90.60%	80.20%
Risk-free interest rate	2.10%	0.70%
Expected holding period, in years	5 years 9 months 18 days	6 years
Dividend yield

Leases

12 Months Ended

Dec. 31, 2022

Leases

Leases

Note 6. Leases

The Company accounts for leases in accordance with FASB ASU 2016-02, Leases (Topic 842), and its operating leases consist of manufacturing/warehouse space and office equipment. The Company elected not to recognize right of use assets and lease liabilities for short term leases, i.e., leases with a noncancelable period of 12 months or less. The Company recognized the option to renew its manufacturing/warehouse space ("Rockaway space") as part of the right of use asset and the lease liability as the Company deemed that the renewal option was reasonably certain to be exercised.

In connection with its cost reduction strategies, the Company vacated its New Jersey corporate headquarters ("Basking Ridge office space") and relocated its corporate headquarters to the Rockaway space effective December 31, 2021. Although the Basking Ridge lease agreement provided for sublease, the Company did not elect this option in light of the economic downturn in commercial real estate due to the pandemic and other factors. In December 2020, the Company informed the Basking Ridge landlord of its intention to vacate the Basking Ridge office space on December 31, 2021.

On September 27, 2021, the Company entered into the Termination and Settlement Agreement ("Agreement") with the lessor of the Basking Ridge office space. The Agreement provided for the immediate termination of the Basking Ridge lease in its entirety. In consideration for the lease termination, the Company agreed to pay the lessor a total of $500,000 in cash and issue to the lessor 13,333 shares of its common stock. As of December 31, 2021, such payments were satisfied by the Company. The Company recorded a gain of $57,000 connection with the termination of the Agreement which is included in the accompanying Consolidated Statement of Operations for the year ended December 31, 2021 under the caption Operating expenses - Selling, general and administrative.

For the years ended December 31, 2022 and 2021, the Company recognized lease expense of $153,000 and $146,000, respectively. This expense does not include non-lease components associated with the lease agreements as the Company elected not to include such charges as part of the lease expense.

Supplemental Balance Sheet Information for Operating Leases:

	December 31,
(in thousands)		2022			2021
Operating leases:
Operating lease right of use assets	$	565		$	613
Operating lease liabilities:
Current portion of operating lease liabilities		74			61
Noncurrent operating lease liabilities		625			700
Total operating lease liabilities	$	699		$	761
Weighted average remaining lease term (in years)		6.1			6.9
Weighted average discount rate		13.8	%		13.8	%

Future minimum lease payments under non-cancellable operating leases as of December 31, 2022:

Financial year (in thousands)
2023	$	164
2024		168
2025		171
2026		161
2027		157
2028 and thereafter		216
Total future minimum lease payments		1,037
Less: Amounts representing interest		(338	)
Total	$	699

Income Taxes - Components of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets
Net operating loss carryforwards	$ 29,854	$ 26,924
Accrued expenses	257	579
Intangibles	1,720	469
Fixed assets	5	(6)
Inventory	165	216
Allowance for bad debt	3	3
Charitable contributions	10	11
R&D credit	422	430
Deferred FICA Tax		7
Lease liabilities	172	200
Stock compensation	4,744	4,430
Deferred tax assets	37,352	33,263
Less valuation allowance	(37,046)	(32,868)
Total deferred tax assets	306	395
Prepaid expenses	(167)	(234)
Right of use asset	(139)	(161)
Total deferred tax liabilities	(306)	(395)
Deferred tax assets, net

Inventory (Tables)

12 Months Ended

Dec. 31, 2022

Inventory

Schedule of inventories stated at lower of cost or market

	December 31,
(in thousands)	2022		2021
Raw materials	$	944	$	769
Work in process		2,879		4,072
Finished Goods		353		461
Total Inventory		4,176		5,302
Less: noncurrent inventory		2,194		3,941
Total current inventory	$	1,982	$	1,361

Accrued Expenses and Other Current Liabilities - Additional Information (Details) - USD ($)				12 Months Ended
	Jul. 05, 2022	Jul. 02, 2021	Jul. 02, 2021	Dec. 31, 2022	Dec. 31, 2021	Jul. 31, 2022	May 04, 2020
Short-term Debt [Line Items]
Monthly installments payable						$ 87,900
Interest expense				$ 4,000
Remaining balance of notes payable				$ 264,000
unsecured loan							$ 1,400,000
Finance and Security Agreement [Member]
Short-term Debt [Line Items]
Proceeds from borrowings			$ 1,200,000
Interest rate on the Loan	2.49%	1.55%	1.55%
Monthly installments payable	$ 783,000	$ 124,800	$ 124,800
Interest expense					$ 5,000
Remaining balance of notes payable					$ 499,000
Debt Instrument Term	9 months	10 months

Subsequent events	12 Months Ended
Subsequent events	Dec. 31, 2022
Subsequent event
Subsequent event	Note 14. Subsequent events Reverse stock split On February 13, 2023, the Company held a special meeting (the “Special Meeting”) of stockholders of the Company. At the Special Meeting, the Company’s shareholders voted to approve an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s common stock (the “Reverse Stock Split”) at a ratio between 1-for-5 and 1-for-50. Following the Special Meeting, the board of directors of the Company approved a 1-for-15 Reverse Stock Split. The Reverse Stock Split became effective on February 15, 2023. Upon the effectiveness of the Reverse Stock Split, every 15 shares of common stock were automatically combined and converted into one share of common stock. Appropriate adjustments were also made to all outstanding derivative securities of the Company, including all outstanding equity awards and warrants. No fractional shares were issued in connection with the Reverse Stock Split. Instead, all fractional shares received a cash payment based on the closing sales price on the Nasdaq Capital Market of the Company’s common stock on February 14, 2023. Redemption and Elimination of Series A Preferred Stock All shares of Series A Preferred Stock that were not present in person or by proxy as of immediately prior to the opening of the polls at the Special Meeting were automatically redeemed by the Company (the “Initial Redemption”). Any outstanding shares of Series A Preferred Stock that had not been so redeemed were redeemed automatically upon the approval at the Special Meeting of the Reverse Stock Split (the “Subsequent Redemption”). Each share of Series A Preferred Stock redeemed was entitled to receive an amount equal to $0.01 in cash for each 10 whole shares of Series A Preferred Stock owned immediately prior to the Redemption. On March 6, 2023, the Company filed a certificate of elimination (the “Certificate of Elimination”), with the Secretary of State of the State of Delaware with respect to the Series A Preferred Stock. The Certificate of Elimination (i) eliminated the previous designation of 80,000 shares of Series A Preferred Stock from the Company’s Certificate of Incorporation, none of which were outstanding at the time of the filing of the Certificate of Elimination, and (ii) caused such shares of Series A Preferred Stock to resume their status as authorized but unissued and non-designated shares of preferred stock. Sales of net operating losses The Company may be eligible, from time to time, to receive cash from the sale of its net operating losses under New Jersey's Department of the Treasury - Division of Taxation NOL Transfer Program. On January 10, 2023, the Company received a net cash amount of approximately $211,000 from the sale of its New Jersey state net operating losses.

Consolidated Statements of Equity - USD ($)
shares in Thousands, $ in Thousands

Total

Total electroCore, Inc., stockholders' equity

Preferred Stock

Common Stock

Additional paid-in capital

Accumulated deficit

Accumulated other comprehensive income (loss)

Noncontrolling interest

Balances at Dec. 31, 2020

$ 23,644

$ 23,009

$ 45

$ 130,205

$ (106,990)

$ (251)

$ 635

Balance, shares at Dec. 31, 2020

3,038

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net loss

(17,218)

Other comprehensive income

264

Issuance of stock

25,682

$ 24

25,658

Issuance of stock, Shares

1,563

Issuance of stock to satisfy certain obligations

^[1]

1,208

$ 1

1,207

Issuance of stock to satisfy certain obligations, Shares

^[1]

Issuance of common stock in connection with employee stock plans, net of forfeitures

Issuance of common stock in connection with employee stock plans, net of forfeitures, shares

Settlement of accrued bonus

400

Settlement of accrued bonus, shares

Share based compensation

3,303

$ 1

3,302

Reverse stock split

(66)

Termination of joint venture

(635)

Balances at Dec. 31, 2021

36,648

$ 5

160,838

(124,208)

Balance, shares at Dec. 31, 2021

4,714

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net loss

(22,162)

Other comprehensive income

(82)

Issuance of stock

Issuance of common stock in connection with employee stock plans, net of forfeitures

Issuance of common stock in connection with employee stock plans, net of forfeitures, shares

Dividend preferred

Dividend preferred, shares

Share based compensation

2,682

Balances at Dec. 31, 2022

$ 17,086

$ 5

$ 163,520

$ (146,370)

$ (69)

Balance, shares at Dec. 31, 2022

4,745

[1]	Reflects commitment shares issued in accordance with the Company's equity facility purchase agreement with Lincoln Park Capital. For additional information see Note 12. Stockholders' Equity, Lincoln Park Purchase Agreement.

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Schedule of property and equipment, net

Machinery and equipment		3–15 years
Leasehold improvements		Lesser of estimated useful life or remaining term of lease
Furniture and fixtures		5–10 years
Computer equipment		5 years

Condensed Cash Flow Statement [Table Text Block]

(in thousands)	Year Ended December 31, 2022
Cash and cash equivalents	$	17,712
Restricted cash		250
Total cash, cash equivalents and restricted cash	$	17,962

Leases - Future minimum lease payments under non-cancellable operating leases (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Leases
2023	$ 164
2024	168
2025	171
2026	161
2027	157
2028 and thereafter	216
Total future minimum lease payments	1,037
Less: Amounts representing interest	(338)
Total	$ 699	$ 761

The Company - Additional Information (Details)	Dec. 31, 2022 Number
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Number of wholly owned subsidiaries	2

Significant Risks and Uncertainties - Schedule of company's net sales (Details) - Revenue channel [Member] - Net Sales - Revenue from Rights Concentration Risk	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
VA/DoD [Member]
Schedule of company's net sales [Line Items]
Revenue, percentage	60.80%	59.80%
National Health Service [Member]
Schedule of company's net sales [Line Items]
Revenue, percentage	15.10%	24.10%

Revenue Recognition - Summary of Net Sales Disaggregated by Geographic Area (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Disaggregation Of Revenue [Line Items]
Total Net Sales	$ 8,592	$ 5,451
United States [Member]
Disaggregation Of Revenue [Line Items]
Total Net Sales	6,974	3,940
United Kingdom [Member]
Disaggregation Of Revenue [Line Items]
Total Net Sales	1,296	1,344
Other
Disaggregation Of Revenue [Line Items]
Total Net Sales	183	167
Japan [Member]
Disaggregation Of Revenue [Line Items]
Total Net Sales	$ 139

- Definition

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

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-Publisher FASB
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Taxes

Income Taxes

Note 11. Income Taxes

The benefit for income taxes for the years ended December 31, 2022 and 2021 consisted of foreign taxes, state minimum tax and a benefit from the sale of state net operating losses.

Domestic and foreign components of the loss before provision for income taxes is as follows:

(in thousands)	December 31, 2022			December 31, 2021
Domestic	$	(21,518	)	$	(16,679	)
Foreign		(1,075	)		(1,390	)
Total	$	(22,593	)	$	(18,069	)

The income tax (benefit)/expense from continuing operations contains the following components:

(in thousands)	December 31, 2022			December 31, 2021
Federal	$	—		$	—
State		(449	)		(870	)
Foreign		18			19
Total current (benefit)/expense		(431	)		(851	)

Total deferred		—			—
Total income tax (benefit)/expense	$	(431	)	$	(851	)

The Company has evaluated the available evidence supporting the realization of its deferred tax assets, including the amount and timing of future taxable income, and has determined that it is more likely than not that its net deferred tax assets will not be realized in the United States and certain foreign jurisdictions. Due to uncertainties surrounding the realization of the deferred tax assets, the Company maintains a full valuation allowance against all of its net deferred tax assets. When the Company determines that it will be able to realize some portion or all of its deferred tax assets, an adjustment to its valuation allowance on its deferred tax assets would have the effect of increasing net income in the period such determination is made. The net change in the valuation allowance was an increase of $4.18 million.

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

	Year ended December 31,
(in thousands)	2022			2021
Deferred tax assets
Net operating loss carryforwards	$	29,854		$	26,924
Accrued expenses		257			579
Intangibles		1,720			469
Fixed assets		5			(6	)
Inventory		165			216
Allowance for bad debt		3			3
Charitable contributions		10			11
R&D credit		422			430
Deferred FICA Tax		—			7
Lease liabilities		172			200
Stock compensation		4,744			4,430
Deferred tax assets		37,352			33,263
Less valuation allowance		(37,046	)		(32,868	)
Total deferred tax assets		306			395
Prepaid expenses		(167	)		(234	)
Right of use asset		(139	)		(161	)
Total deferred tax liabilities		(306	)		(395	)
Deferred tax assets, net	$	—		$	—

A reconciliation of the income tax expense (benefit) computed at the U.S. federal statutory income tax rate of 21% and the reported income tax expense (benefit) for the years ended December 31, 2022 and 2021 is as follows:

	Year ended December 31,
	2022		2021
Statutory rate	(21.0	)%	(21.0	)%
State tax expected (recovery), net of federal benefit	(7.3	)%	5.7	%
State tax rate change	9.5	%	—	%
Stock compensation	(0.2	)%	(5.7	)%
State tax NOL sale	(1.6	)%	(3.8	)%
Nondeductible expenses	0.2	%	2.1	%
PPP loan forgiveness	—	%	(1.7	)%
Unrealized gain from termination of joint venture	—	%	(1.8	)%
Change in valuation allowance for deferred tax assets	18.5	%	21.5	%
Income tax benefit	(1.9	)%	(4.7	)%

As of December 31, 2022 and 2021, the Company had accumulated Federal net operating losses totaling $119.7 million and $103.9 million, respectively. Also, as of December 31, 2022 and 2021, the Company had state post-apportioned net operating losses totaling $47.0 million and $40.5 million, respectively. The net operating losses may be available to carry forward and offset future years' taxable income. U.S. federal losses can be carried forward indefinitely, and state losses expire in various amounts beginning in 2026. The Company also had accumulated losses totaling $3.4 million and $3.6 million for the years ended December 31, 2022 and 2021, respectively, in Germany which can be carried forward indefinitely.

However, the NOL carryforwards may be, or become subject to, an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, as well as similar state tax provisions. This could limit the amount of NOLs that the Company can utilize annually to offset future taxable income or tax liabilities. The amount of the annual limitation, if any, will be determined based on the value of the Company immediately prior to an ownership change. Subsequent ownership changes may further affect the limitation in future years. If and when the Company utilizes the NOL carryforwards in a future period, it will perform an analysis to determine the effect, if any, of these loss limitation rules on the NOL carryforward balances.

During the year ended December 31, 2022 in accordance with the State of New Jersey's Technology Business Tax Certificate Program, which allowed certain high technology and biotechnology companies to sell unused NOL carry forwards to other New Jersey based corporate taxpayers, the Company sold New Jersey NOL carry forwards, resulting in the recognition of $445,000 of income tax benefit, net of transaction costs. The Company recognized $877,000 of income tax benefit from the sale of New Jersey carry forwards in 2021. There can be no assurance as to the continuation or magnitude of this program in the future.

As of December 31, 2022, the Company had Federal and NJ research and development credits of $283,000 and $192,000 respectively. The Federal R&D credits can be carried forward 20 years and will begin to expire in 2038. The New Jersey R&D credits can be carried forward seven years and will begin to expire in 2025.

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’s U.S. federal and state net operating losses have occurred since inception in 2018 and as such, tax years subject to potential tax examinations could apply from that date because the utilization of net operating losses from prior years opens the relevant year to audit by the IRS and/or state taxing authorities. The Company currently has no tax years under examination.

As of December 31, 2022, the Company does not have an accrual relating to uncertain tax positions. Interest and penalties, if any, as they relate to income taxes assessed, are included in the income tax provision. 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

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

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

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

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

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

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

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

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

+ Details

Significant Risks and Uncertainties

12 Months Ended

Dec. 31, 2022

Significant Risks and Uncertainties

Significant Risks and Uncertainties

Note 3. Significant Risks and Uncertainties

Going Concern

The Company has experienced significant net losses and cash used in operations, and it expects to continue to incur net losses and cash used in operations for the near future as it works to increase market acceptance of its medical devices and wellness products. The Company has never been profitable and has incurred net losses and cash used in operations in each year since its inception.

The United States Department of Veteran Affairs comprised 60.8 % of the Company's revenue during the year ended December 31, 2022. The Company expects that a majority of our 2023 sales will be made pursuant to its qualifying contract under the Federal Supply Schedule, or FSS, which was secured by the Company in December 2018, as well as open market sales to individual facilities within the government channels. The FSS is scheduled to expire on January 15, 2024. The Company intends to request an extension of the FSS from the United States Department of Veteran Affairs, but there is no assurance the FSS will be renewed, and if at all renewed at terms favorable to the Company. The Company's sales function in this channel is comprised of employees and independent contractors.

The Company’s expected cash requirements for the next 12 months and beyond are largely based on the commercial success of its products. There are significant risks and uncertainties as to its ability to achieve these operating results. Due to the risks and uncertainties, the Company may need to reduce its activities significantly more than its current operating plan and cash flow projections assume in order to fund its operations beyond one year of the date the accompanying financial statements are issued. There can be no assurance that the Company will have sufficient cash flow and liquidity to fund its planned activities, which could force it to significantly reduce or curtail its activities and, ultimately, potentially cease operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

There is no assurance that the Company will generate sufficient funds through its operating results or financing activity raising substantial doubt about the Company’s ability to continue as a going concern within one year of the date of the accompanying financial statements are issued. The accompanying financial statements do not include any adjustment that might result from the outcome of this uncertainty.

Concentration of Revenue Risks

The Company earns a significant amount of its revenue (i) in the United States from the Department of Veterans Affairs and Department of Defense ("VA/DoD") pursuant to its qualifying contract under the Federal Supply Schedule and open market sales to individual Department of Veterans Affairs facilities, and (ii) in the United Kingdom from the National Health Service. The VA/DoD and National Health Service were the Company’s sole customers accounting for 10% or more of total net sales during the years ended December 31, 2022 and 2021. The following table reflects the respective concentration as a percentage of the Company's net sales:

	Years ended December 31,
	2022			2021
Revenue channel:
VA/DoD		60.8	%	59.8	%
National Health Service		15.1	%	24.1	%

During the years ended December 30, 2022 and 2021, one and two facilities accounted for more than 10% of total VA/DOD net sales, respectively. During the years ended December 31, 2022 and 2021, one facility accounted for more than 10% of net sales from the National Health Service.

Foreign Currency Exchange Risks

The Company has foreign currency exchange risk related to revenue and operating expenses in currencies other than the local currencies in which it operates. The Company is exposed to currency risk from the potential changes in functional currency values of its assets, liabilities, and cash flows denominated in foreign currencies.

COVID-19 Risks and Uncertainties

The Company continues to monitor the impact of the ongoing coronavirus pandemic on all aspects of its business and geographies, including how it will impact business partners, customers, and the global supply chain. While the Company experienced disruptions during the years ended December 31, 2022 and 2021 from the coronavirus pandemic, it is unable to predict the full impact that the coronavirus pandemic may have on its financial condition, results of operations and cash flows due to numerous uncertainties. These uncertainties include the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact and the direct and indirect economic effects of the ongoing pandemic and containment measures, the emergence of new viral strains that are not responsive to the vaccines, among others. The coronavirus pandemic has significantly adversely impacted global economic activity and has contributed to significant volatility and negative pressure in financial markets. Depending upon the duration and severity of the pandemic, the continuing effect on the Company's results and outlook over the long term remains uncertain.

Variable Interest Entity

12 Months Ended

Dec. 31, 2022

Variable Interest Entity [Abstract]

Variable Interest Entity

Note 10. Variable Interest Entity

As discussed in Note 1, electroCore was the primary beneficiary of electroCore (Aust) Pty Limited ("electroCoreAustralia"). electroCore has contributed certain intellectual property rights, all rights to distribute, market and sell specified products in Australia and New Zealand, and other rights outlined in the shareholders’ deed of electroCore (Aust) Pty Limited in return for 50% of the shares of such entity. In addition, electroCore had the right to appoint two of the four directors and exercise significant influence. This along with the fact that electroCore was electroCoreAustralia’s only supplier caused electroCore, for accounting purposes, to be the primary beneficiary of electroCoreAustralia. The activities related to electroCoreAustralia were not material to the Company's consolidated financial statements. Effective May 2017, the VIE had ceased operations. On November 2, 2021, the Company terminated its interest in electroCoreAustralia and recorded the related a gain of $0.5 million in the accompanying Consolidated Statement of Operations for the year ended December 31, 2021 under the caption Gain on termination of joint venture.

Stock Based Compensation - Summary of Recognized Stock Compensation for Equity Awards (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total expense	$ 2,682	$ 3,302
Selling, general and administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total expense	2,319	2,902
Research and development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total expense	335	332
Cost of goods sold
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total expense	$ 28	$ 68

Summary of Significant Accounting Policies - Additional Information (Details)	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares
Accounting Policies [Line Items]
Bid price per share \| $ / shares	$ 1
Unmarketable inventory	$ 0
Lease term	1 year
Capitalized costs	$ 1,200,000
Net amortized asset	538,000
Cost of goods sold to licensed device	$ 0
Number of operating segment	1
Cash equivalents and marketable securities rate	95.00%
Charge to cost of goods and services sold	$ 239,000
Minimum [Member]
Accounting Policies [Line Items]
Estimated useful life	12 months
Maximum [Member]
Accounting Policies [Line Items]
Estimated useful life	36 months
Licensed Products [Member]
Accounting Policies [Line Items]
Capitalized costs	$ 931,000
Net amortized asset	235,000
United States [Member]
Accounting Policies [Line Items]
Cash payment for FDIC	250,000
United Kingdom [Member]
Accounting Policies [Line Items]
Cash payment for FDIC	$ 85,000

Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2022
Property Plant And Equipment [Line Items]
Leasehold improvements	Lesser of estimated useful life or remaining term of lease
Machinery and equipment [Member] \| Minimum [Member]
Property Plant And Equipment [Line Items]
Property and equipment, estimated useful lives	3 years
Machinery and equipment [Member] \| Maximum [Member]
Property Plant And Equipment [Line Items]
Property and equipment, estimated useful lives	15 years
Furniture and fixtures [Member] \| Minimum [Member]
Property Plant And Equipment [Line Items]
Property and equipment, estimated useful lives	5 years
Furniture and fixtures [Member] \| Maximum [Member]
Property Plant And Equipment [Line Items]
Property and equipment, estimated useful lives	10 years
Computer equipment [Member]
Property Plant And Equipment [Line Items]
Property and equipment, estimated useful lives	5 years

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2022

Net Loss Per Share

Schedule of common stock equivalents from the computation of diluted loss per share

	December 31,
(in thousands)	2022		2021
Outstanding stock options		440		342
Nonvested restricted stock and unit awards		127		72
Stock purchase warrants		1		14
		568		428

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Line Items]
Net change in valuation allowance	$ 4,180,000
Period for cumulative change in ownership	3 years
Cumulative change in ownership percentage	50.00%
Federal research and development	$ 283,000
NJ research and development	$ 192,000
Statutory rate	21.00%	21.00%
Recognition income tax benefit		$ 445,000
Income Loss From Continuing Operations Before Income Taxes Domestic	$ (21,518,000)	(16,679,000)
Domestic Tax Authority [Member]
Income Tax Disclosure [Line Items]
Income Loss From Continuing Operations Before Income Taxes Domestic	119,700,000	103,900,000
State and Local Jurisdiction [Member]
Income Tax Disclosure [Line Items]
Income Loss From Continuing Operations Before Income Taxes Domestic	47,000,000	40,500,000
Germany [Member]
Income Tax Disclosure [Line Items]
Accumulated non-capital losses	$ 3,400,000	3,600,000
Federal R&D Credits [Member]
Income Tax Disclosure [Line Items]
Research and development credits carried forward years	20 years
New Jersey R&D Credits [Member]
Income Tax Disclosure [Line Items]
Research and development credits carried forward years	7 years
Recognition income tax benefit		$ 877,000

Inventory

12 Months Ended

Dec. 31, 2022

Inventory

Inventory

Note 5. Inventory

As of December 31, 2022 and 2021, inventories consisted of the following:

	December 31,
(in thousands)	2022		2021
Raw materials	$	944	$	769
Work in process		2,879		4,072
Finished Goods		353		461
Total Inventory		4,176		5,302
Less: noncurrent inventory		2,194		3,941
Total current inventory	$	1,982	$	1,361

As of December 31, 2022 and 2021, the Company reserved $668,000 and $821,000 respectively, for obsolete inventory. During the year ended December 31, 2022, the Company disposed of $110,000 of inventory which was previously reserved against. The Company records charges for obsolete inventory in cost of goods sold. As of December 31, 2022 and 2021, noncurrent inventory was comprised of approximately $0.1 million and $0.9 million of raw materials, respectively, and $2.1 million and $3.0 million of work in process, respectively. Inventory classified under the category Work in process consists of prefabricated assembled product.

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (22,162,000)	$ (17,218,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation	2,682,000	3,302,000
Depreciation and amortization	548,000	382,000
Amortization of marketable securities premium		142,000
Gain on extinguishment of debt		(1,422,000)
Gain on termination of joint venture		(549,000)
Gain on lease settlement		(57,000)
Increase in allowance for doubtful accounts		49,000
(Gain) loss on legal fee obligation settled with stock		(9,000)
Noncash lease expense	48,000	55,000
Inventory reserve charge	196,000	70,000
Changes in operating assets and liabilities:
Accounts receivable	37,000	(217,000)
Inventories	296,000	371,000
Prepaid expenses and other assets	225,000	716,000
Accounts payable	1,191,000	464,000
Accrued expense and other current liabilities	356,000	425,000
Right of use operating lease assets		(151,000)
Operating lease liabilities	(62,000)	20,000
Net cash used in operating activities	(16,645,000)	(13,627,000)
Cash flows from investing activities:
Purchase of marketable securities		(5,083,000)
Proceeds from maturities of marketable securities		23,300,000
Net cash provided by investing activities		18,217,000
Cash flows from financing activities:
Proceeds from shares issued, net of related expenses		25,682,000
Net cash provided by financing activities		25,682,000
Effect of changes in exchange rates on cash and cash equivalents	(82,000)	175,000
Net increase (decrease) in cash and cash equivalents	(16,727,000)	30,447,000
Cash and cash equivalents – beginning of year	34,689,000	4,242,000
Cash and cash equivalents – end of year	17,962,000	34,689,000
Supplemental cash flows disclosures:
Proceeds from sale of state net operating losses	445,000	877,000
Income taxes paid		39,000
Interest paid	6,000	10,000
Supplemental schedule of noncash activity:
Insurance premium financing	522,000	874,000
Settlement of certain obligations through issuance of common stock		1,275,000
2020 bonus paid in stock		$ 400,000

Significant Risks and Uncertainties - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Risks And Uncertainties [Line Items]
Net losses	$ (22,162)	$ (17,218)
Accumulated deficit	$ (146,370)	$ (124,208)
Revenue percentage	60.80%
Net Sales \| National Health Service [Member] \| Revenue from Rights Concentration Risk [Member]
Risks And Uncertainties [Line Items]
Concentration risk percentage	15.10%	24.10%
Net Sales \| VA/DoD and National Health Service \| Revenue from Rights Concentration Risk [Member]
Risks And Uncertainties [Line Items]
Concentration risk percentage	10.00%	10.00%
Channel One [Member] \| Net Sales \| Department of Veterans Affairs and Department Of Defense Member \| Revenue from Rights Concentration Risk [Member]
Risks And Uncertainties [Line Items]
Concentration risk percentage	10.00%
Channel One [Member] \| Net Sales \| National Health Service [Member] \| Revenue from Rights Concentration Risk [Member]
Risks And Uncertainties [Line Items]
Concentration risk percentage	10.00%	10.00%
Channel Two [Member] \| Net Sales \| Department of Veterans Affairs and Department Of Defense Member \| Revenue from Rights Concentration Risk [Member]
Risks And Uncertainties [Line Items]
Concentration risk percentage		10.00%

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Statement Of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	71,173	0
Preferred stock, shares outstanding	71,173	0
Preferred stock, liquidation value per shares	$ 0.001
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	4,744,886	4,713,608
Common stock, shares outstanding	4,744,886	4,713,608

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

(a) Basis of Presentation

The accompanying consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and the rules and the regulations of the Securities and Exchange Commission ("SEC").

At a special stockholders meeting held on February 13, 2023, the Company's stockholders approved an amendment to the Company's certificate of incorporation to effect of a reverse stock split of the Company's common stock at a ratio between 1-for-5 to 1-for-50 in order to achieve a minimum bid price of $1.00 per share for a minimum of 10 consecutive trading days, as required for continuing listing of the common stock on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The board of directors authorized a 1-for-15 ratio for the reverse stock split, which became effective on February 15, 2023. The accompanying consolidated financial statements and notes to consolidated financial statements give retroactive effect to the reverse stock split for all periods presented.

Principles of Consolidation

(b) Principles of Consolidation

The accompanying consolidated financial statements include the accounts of electroCore and its wholly owned subsidiaries. electroCore Australia was consolidated with the non-controlled equity presented as non-controlling interest in the Company's consolidated financial statements for the year ended December 31, 2020. As described in Note 1, the Company terminated its affiliation with electroCore Australia on November 2, 2021 and, as such, this dormant entity was not included in the Company's subsequent consolidated financial statements. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include allowances for doubtful accounts, trade credits, rebates, co-payment assistance and sales returns, valuation of inventory, estimated useful life of licensed product and cloud computing arrangements, stock compensation, incremental borrowing rate and contingencies.

Revenue Recognition

(d) Revenue Recognition

The Company accounts for its revenue transactions under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). In accordance with ASC Topic 606, the Company recognizes revenues when its customers obtain control of its product for an amount that reflects the consideration it expects to receive from its customers in exchange for that product. To determine revenue recognition for contracts that are determined to be in scope of ASC Topic 606, the Company 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 Company satisfies the performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once the contract is determined to be within the scope of ASC Topic 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 that is allocated to the respective performance obligation when such performance obligation is satisfied.

The transaction price is based on the consideration that the Company expects to receive in exchange for its products and includes the fixed per-unit price of the product and variable consideration in the form of trade credits, vouchers, rebates, and co-payment assistance. The per-unit price is based on the Company’s established wholesale acquisition cost less a contractually agreed upon distributor discount with the customer.

Trade credits are discounts that are contingent upon a timely remittance of payment and are estimated based on historical experience. Damaged or defective products are replaced at no charge under the Company’s standard warranty. A cash refund is allowed under specific circumstances for undamaged and non-defective returned products. For the years ended December 31, 2022 and 2021, trade credits and discounts were immaterial.

Cash and Cash Equivalents

(e) Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less when purchased.

The following table provides a reconciliation of cash, cash equivalents and restricted cash to the balance reflected on the Consolidated Statement of Cash Flow for the year ended December 31, 2022:

(in thousands)	Year Ended December 31, 2022
Cash and cash equivalents	$	17,712
Restricted cash		250
Total cash, cash equivalents and restricted cash	$	17,962

Restricted Cash

(f) Restricted Cash

The Company's restricted cash consists of cash that the Company is contractually obligated to maintain in accordance with the terms of its corporate credit card arrangement with Citibank.

Concentration of Credit Risk

(g) Concentration of Credit Risk

Cash equivalents are financial instruments that potentially subject the Company to concentration of credit risk. As of December 31, 2022, the Company's cash equivalents securities were largely comprised of money market funds. The Company has established guidelines relative to diversification and maturities that are designed to help ensure safety and liquidity. These guidelines are periodically reviewed to take advantage of trends in yields and interest rates. As of December 31, 2022, 95% of the Company’s cash and cash equivalents were denominated in U.S. Dollars, the balance is subject to foreign exchange risk. The Company’s accounts are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per financial institution in the United States, and up to £85,000 by the Financial Services Compensation Scheme (“FSCS”) per financial institution in the United Kingdom.

Accounts Receivable

(h) Accounts Receivable

Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. Management considers an account receivable to be past due when it is not settled under its stated terms. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and customers financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. During the years ended December 31, 2022 and 2021, the Company's allowance for doubtful accounts was immaterial. The Company does not have any off balance sheet credit exposure related to its customers.

Inventories

(i) Inventories

Inventory, which consists of raw materials, work-in-process and finished product, is stated at the lower of cost or net realizable value. Inventory is valued on a first-in first-out basis. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.

The Company evaluates inventory with respect to its operating cycle and classifies inventory as current or long-term on its balance sheet. Based upon estimated production needs and current inventory levels, the Company determined the amount of inventory necessary for the next twelve months. Any amounts over this projection are reclassified as Inventories, noncurrent.

In addition, the Company’s product is subject to strict quality control and monitoring which the Company performs throughout the manufacturing process. If certain units of product no longer meet quality specification or become obsolete, the Company records a charge to cost of goods sold to write down such unmarketable inventory to zero.

Property and Equipment

(j) Property and Equipment

Property and equipment are stated at historical cost. Depreciation is computed by the straight-line method based on the estimated useful lives of the respective assets, as discussed below. Amounts expended for maintenance and repairs are charged to expense as incurred.

Depreciation and leasehold improvement amortization is computed using the following estimated useful lives:

Machinery and equipment		3–15 years
Leasehold improvements		Lesser of estimated useful life or remaining term of lease
Furniture and fixtures		5–10 years
Computer equipment		5 years

Leases

(k) Leases

The Company determines if an arrangement is a lease at inception. For each lease, the lease term is determined at the commencement date and includes renewal options and termination options when it is reasonably certain that the Company will exercise that option. Operating leases with lease terms greater than one year are included in operating lease right-of-use (“ROU”) assets and current and long-term operating lease liabilities in the Company’s consolidated balance sheets.

Operating lease ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term using an estimated rate of interest the Company would have to pay to borrow equivalent funds on a collateralized basis at the lease commencement date. The operating lease ROU assets are based on the liability adjusted for any prepaid or deferred rent and lease incentives. The incremental borrowing rate was utilized to discount lease payments over the expected term given that the Company’s operating leases do not provide an implicit rate. The Company estimates the incremental borrowing rate to reflect the profile of secured borrowing over the expected term of the leases based on the information available at the later of the date of adoption or the lease commencement date. Rent expense for the operating lease is recognized on a straight-line basis over the lease term.

Cloud Computing Arrangement

(l) Cloud Computing Arrangement

Implementation costs for the Company’s cloud computing arrangement (“CCA”) are capitalized and amortized using the straight-line method over the life of the arrangement. The Company has capitalized implementation costs incurred in implementing its cloud computing arrangements, which is a hosting arrangement that is a service contract per FASB Accounting Standards Update (“ASU”) 2018-15. These costs include payroll costs of employees devoting time to the project and external direct costs for materials and services are capitalized. Software maintenance and training costs are expensed in the period in which they are incurred. The capitalized costs are included as a component of other assets. The accompanying Consolidated balance sheet as of December 31, 2022 includes a total of $1.2 million of such capitalized costs and the corresponding net amortized asset totaled $235,000.

Licensed Products

(m) Licensed Products

The Company licenses a portion of its devices through its cash pay channels. The cost of these licensed devices is capitalized and included in Other Assets in the accompanying Consolidated Balance Sheets at December 31, 2022 and 2021, and is being recognized as cost of goods sold on the straight-line method over the estimated 12-36 month useful life of the devices. If certain licensed devices are returned and no longer meet quality specifications or the carrying amount of certain licensed devices are no longer deemed to be recoverable, the Company records a charge to cost of goods sold to write down such licensed devices to zero. During the year ended December 31, 2022, the Company recorded a charge to costs of goods sold of $239,000 related to such assets. The accompanying Consolidated balance sheet as of December 31, 2022 includes a total of $931,000 of capitalized licensed device costs and the corresponding net amortized assets totaled $538,000. Cash flows from licensed devices are included in Inventory in the accompanying Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021.

Impairment of Long-Lived Assets

(n) Impairment of Long-Lived Assets

Long lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary.

Stock Based Compensation

(o) Stock-based Compensation

The Company accounts for stock-based compensation in accordance with the ASC Topic 718, Compensation – Stock Compensation. The Company estimates the fair value of stock option awards using the Black-Scholes option pricing model on the date of the grant. Restricted stock unit awards and restricted stock awards without a market condition are valued based on the closing price of the Company’s common stock on the date of the grant. Compensation expense reflects actual forfeitures and is primarily recognized on a straight-line basis over the requisite service period of the individual grants, which typically equals the vesting period.

Income Taxes

(p) Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, "Income Taxes." Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax provisions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company is currently not aware of any issues under review that could result in significant payments, accruals or deviation from its position during the next twelve months.

Research and Development

(q) Research and Development

Research and development costs are expensed as incurred. These costs include, but are not limited to, costs related to clinical trials, and compensation and related overhead for employees and consultants involved in research and development activities.

Foreign Currency Translations and Transactions

(r) Foreign Currency Translation and Transactions

The functional currency of the Company’s international operations has been determined to be the respective local currency. The Company translates functional currency assets and liabilities to their U.S. dollar equivalents at exchange rates in effect at the balance sheet date and translates functional currency income and expense amounts to their U.S. dollar equivalents at average exchange rates for the period. The U.S. dollar affects that arise from changing translation rates are recorded in other comprehensive loss. Foreign currency transaction gains and losses related to assets and liabilities that are denominated in a currency other than the functional currency are reported in the Consolidated Statements of Operations in the period they occur.

Segment Information

(s) 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 views its operations and manages its business as one operating segment.

Prior year presentation

(t) Prior year presentation

Prior year presentation has been conformed to current year presentation.

Recently Adopted Accounting Pronouncements

(u) Recently Adopted Accounting Standards

There are no recent accounting pronouncements that are expected to have a material impact on the Company’s consolidated financial statements or related disclosures.

Inventory - (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Inventory
Raw materials	$ 944	$ 769
Work in process	2,879	4,072
Finished Goods	353	461
Total Inventory	4,176	5,302
Less: noncurrent inventory	2,194	3,941
Total current inventory	$ 1,982	$ 1,361

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

(a) Basis of Presentation

(b) Principles of Consolidation

(d) Revenue Recognition

(e) Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less when purchased.

The following table provides a reconciliation of cash, cash equivalents and restricted cash to the balance reflected on the Consolidated Statement of Cash Flow for the year ended December 31, 2022:

(in thousands)	Year Ended December 31, 2022
Cash and cash equivalents	$	17,712
Restricted cash		250
Total cash, cash equivalents and restricted cash	$	17,962

(f) Restricted Cash

The Company's restricted cash consists of cash that the Company is contractually obligated to maintain in accordance with the terms of its corporate credit card arrangement with Citibank.

(g) Concentration of Credit Risk

(h) Accounts Receivable

(i) Inventories

(j) Property and Equipment

Depreciation and leasehold improvement amortization is computed using the following estimated useful lives:

Machinery and equipment		3–15 years
Leasehold improvements		Lesser of estimated useful life or remaining term of lease
Furniture and fixtures		5–10 years
Computer equipment		5 years

(k) Leases

(l) Cloud Computing Arrangement

(m) Licensed Products

(n) Impairment of Long-Lived Assets

(o) Stock-based Compensation

(p) Income Taxes

(q) Research and Development

(r) Foreign Currency Translation and Transactions

(s) Segment Information

(t) Prior year presentation

Prior year presentation has been conformed to current year presentation.

(u) Recently Adopted Accounting Standards

There are no recent accounting pronouncements that are expected to have a material impact on the Company’s consolidated financial statements or related disclosures.

Stockholders' Equity - Schedule of Stock Purchase Warrants (Details) - Stock Purchase Warrants [Member] - USD ($) shares in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Number of Warrants, Outstanding	14
Number of Warrants, Granted
Number of Warrants, Exercised
Number of Warrants, Expired	13
Number of Warrants, Outstanding	1
Number of Warrants, Exercisable	1
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Weighted Average Exercise Price, Beginning balance	$ 180.6
Weighted Average Exercise Price, Granted
Weighted Average Exercise Price, Exercised
Weighted Average Exercise Price, Expired	138.05
Weighted Average Exercise Price, Ending balance	229.5
Weighted Average Exercise Price, Exercisable	$ 229.5
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Outstanding Weighted Average Remaining Contractual Terms [Roll Forward]
Weighted Average Remaining Contractual Term (Years), Outstanding, January 1, 2021	9 months 18 days
Weighted Average Remaining Contractual Term (Years), Outstanding, December 31, 2021	2 years
Weighted Average Remaining Contractual Term (Years), Exercisable	2 years
Sharebased Compensation Arrangement By Sharebased Payment Award Equity Instruments Other Than Options Aggregate Intrinsic Value [Roll Forward]
Aggregate Intrinsic Value, Outstanding, January 1, 2021
Aggregate Intrinsic Value, Granted
Aggregate Intrinsic Value, Exercised
Aggregate Intrinsic Value, Expired
Aggregate Intrinsic Value, Outstanding, December 31, 2021
Aggregate Intrinsic Value, Exercisable, December 31, 2021

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2022	Mar. 01, 2023	Jun. 30, 2022
Cover [Abstract]
Amendment Flag	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Trading Symbol	ECOR
Entity Registrant Name	electroCore, Inc.
Entity Central Index Key	0001560258
Current Fiscal Year End Date	--12-31
Entity Well Known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Shell Company	false
ICFR Auditor Attestation Flag	false
Entity Common Stock Shares Outstanding		4,742,450
Entity Public Float			$ 33,125,433
Entity File Number	001-38538
Entity Tax Identification Number	20-3454976
Entity Address Address Line1	200 Forge Way
Entity Address Address Line2	Suite 205
Entity Address City Or Town	Rockaway
Document Type	10-K
Entity Address State Or Province	NJ
Entity Address Postal Zip Code	07866
City Area Code	(973)
Local Phone Number	290-0097
Entity Interactive Data Current	Yes
Auditor Location	New York
Auditor Firm ID	688
Auditor Name	Marcum LLP
Security12b Title	Common Stock, Par Value $0.001 Per Share
Security Exchange Name	NASDAQ
Entity Incorporation State Country Code	DE
Document Annual Report	true
Document Transition Report	false
Entity Current Reporting Status	Yes

Income Taxes - Schedule of Income Tax Provision From Continuing Operations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Taxes
Federal
State	(449)	(870)
Foreign	18	19
Total current	(431)	(851)
Total deferred
Total income tax benefit	$ (431)	$ (851)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Statement Of Income And Comprehensive Income [Abstract]
Net loss	$ (22,162)	$ (17,218)
Other comprehensive income (loss):
Foreign currency translation adjustment	(82)	176
Foreign currency translation adjustment - deconsolidation		86
Unrealized gain (loss) on marketable securities, net of taxes as applicable		2
Other comprehensive income (loss)	(82)	264
Preferred dividend
Comprehensive loss	$ (22,244)	$ (16,954)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

+ References

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+ Details

Leases - Supplemental Balance Sheet Information for Operating Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Operating leases:
Operating lease right of use assets, net	$ 565	$ 613
Current portion of operating lease liabilities	74	61
Noncurrent operating lease liabilities	625	700
Total operating lease liabilities	$ 699	$ 761
Weighted average remaining lease term (in years)	6 years 1 month 6 days	6 years 10 months 24 days
Weighted average discount rate	13.80%	13.80%

Significant Risks and Uncertainties (Tables)

12 Months Ended

Dec. 31, 2022

Significant Risks and Uncertainties

Schedule of company's net sales

	Years ended December 31,
	2022			2021
Revenue channel:
VA/DoD		60.8	%	59.8	%
National Health Service		15.1	%	24.1	%

Income Taxes - Components of Loss Before Provision For Income Taxes Domestic and Foreign (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Taxes
Domestic	$ (21,518)	$ (16,679)
Foreign	(1,075)	(1,390)
Loss before income taxes	$ (22,593)	$ (18,069)

- Definition

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

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+ Details

Stock Based Compensation - Additional Information (Details) - USD ($) $ in Thousands, shares in Millions	1 Months Ended	12 Months Ended
	Jun. 21, 2018	Dec. 31, 2022	Dec. 31, 2021	Jan. 01, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock compensation expense		$ 2,682	$ 3,302
Unrecognized compensation cost related to equity awards		$ 2,800
Unrecognized compensation expected to be recognized		1 year 6 months
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate		50.00%
Non-employee Director
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period		12 months
Employees [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period		4 years
2018 Omnibus Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares reserved for future issuance	0.4			0.2
Maximum number of shares issuable under the plan, in proportion to common stock, percentage	4.00%
Maximum number additional shares allowed under the plan	3.0
Maximum number additional shares allowed pursuant to exercise of stock options under the plan	2.7
Stock options, contractual life	10 years
Number shares available to be awarded under the plan				0.9
Stock Units \| Maximum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period		4 years
Stock Units \| Minimum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period		2 years

Stock Based Compensation - Summary of Additional Information about Stock Options (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options Outstanding (in shares)	440	342
Options Outstanding Weighted Average Remaining Contractual Life (Years)	7 years 6 months	8 years
Options Exercisable (in shares)	230
Exercise Price $0.01 - $37.50
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Exercise Price	$ 0.01
Exercise Price	$ 37.5
Options Outstanding (in shares)	328
Options Outstanding Weighted Average Remaining Contractual Life (Years)	7 years 10 months 24 days
Options Exercisable (in shares)	135
Exercise Price $37.65 - $112.80
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Exercise Price	$ 37.65
Exercise Price	$ 112.8
Options Outstanding (in shares)	43
Options Outstanding Weighted Average Remaining Contractual Life (Years)	7 years 1 month 6 days
Options Exercisable (in shares)	26
Exercise Price $112.95 - $225.00
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Exercise Price	$ 112.95
Exercise Price	$ 225
Options Outstanding (in shares)	69
Options Outstanding Weighted Average Remaining Contractual Life (Years)	5 years 6 months
Options Exercisable (in shares)	69

Income Taxes - Reconciliation of Income Tax Provision Computed at Statutory Rates (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Taxes
Statutory rate	(21.00%)	(21.00%)
State tax expected (recovery), net of federal benefit	(7.30%)	5.70%
State tax rate change	9.50%
Stock compensation	(0.20%)	(5.70%)
State tax NOL sale	(1.60%)	(3.80%)
Nondeductible expenses	0.20%	2.10%
Unrealized gain from termination of joint venture		(1.80%)
PPP loan forgiveness		(1.70%)
Change in valuation allowance for deferred tax assets	18.50%	21.50%
Income tax benefit	(1.90%)	(4.70%)

Leases - Additional Information (Details) - USD ($)	12 Months Ended
Leases - Additional Information (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Sep. 27, 2021
Lessee Lease Description [Line Items]
Remaining lease term	12 months or less.
Recognized lease expenses	$ 153,000	$ 146,000
Common stock shares			13,333
Gain lease termination		57,000
Total amount paid			$ 500,000
Gain on lease settlement		$ 57,000

Summary of Significant Accounting Policies - Schedule of Condensed Cash Flow Statement (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Cash and Cash Equivalents [Line Items]
Cash and cash equivalents	$ 17,712	$ 34,689
Restricted cash	250
Total cash, cash equivalents and restricted cash	$ 17,962

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2022

Accrued Expenses and Other Current Liabilities

Accrued Expenses and Other Current Liabilities

Note 7. Accrued Expenses and Other Current Liabilities

Accrued expenses as of December 31, 2022 and 2021 consisted of the following:

	December 31,
(in thousands)	2022		2021
Accrued professional fees	$	524	$	468
Accrued bonuses and incentive compensation		2,042		1,849
Accrued litigation legal fees expense		1,001		605
Accrued insurance expense		264		499
Accrued vacation and other employee related expenses		534		455
Accrued valued-added tax		133		263
Deferred Revenue		152		—
Other		192		347
	$	4,842	$	4,486

Finance and Security Agreements

On July 5, 2022, the Company entered into a Commercial Insurance Premium Finance and Security Agreement (“the 2022 Agreement”). The 2022 Agreement provides for a single borrowing by the Company of approximately $783,000 with a nine-month term and an annual interest rate of 2.49%. The proceeds from this transaction were used to partially fund the premiums due under certain of the Company’s insurance policies. The amounts payable are secured by the Company’s rights under such policies. The Company began to pay monthly installments of approximately $87,900 beginning in July 2022. As of December 31, 2022, the remaining balance under the Agreement was $264,000 and during the year ended December 31, 2022, the Company recognized $4,000 in interest expense.

On July 2, 2021, the Company entered into a Commercial Insurance Premium Finance and Security Agreement (“the 2021 Agreement”). The 2021 Agreement provides for a single borrowing by the Company of $1.2 million, with a ten-month term and an annual interest rate of1.55%. The proceeds from this transaction were used to partially fund the premiums due under some of the Company’s insurance policies. The amounts payable are secured by the Company’s rights under such policies. The Company began to pay monthly installments of approximately $124,800 beginning in July 2021. As of December 31, 2021, the remaining balance under the Agreement was $499,000 and during the year ended December 31, 2021, the Company recognized $5,000 in interest expense.

Paycheck Protection Program

On May 4, 2020, the Company received proceeds of $1.4 million in connection with a promissory note (the “Note”) entered into with Citibank, N.A. (the “Lender”) evidencing an unsecured loan (the “Loan”) under the Paycheck Protection Program ("PPP"). The PPP is a program of the SBA established under the CARES Act. Under the PPP, the proceeds of the Loan may be used for payroll and certain covered interest payments, lease payments and utility payments (“Qualifying Expenses”). The Company used the entire Loan amount for Qualifying Expenses under the PPP. On May 18, 2021, the Company received notification from the Lender of SBA's approval of the Company's application for loan forgiveness. Accordingly, the Company was not required to repay the loan. The Company recorded the loan forgiveness as a gain in the accompanying Consolidated Statements of Operations for the year ended December 31, 2021 under the caption Gain on extinguishment of debt.

Stock Based Compensation - Summary of Stock Options Granted Activity (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Number of Options, Outstanding, Beginning	342
Number of Options, Granted	105
Number of Options, Exercised
Number of Options, Cancelled	(7)
Number of Options, Outstanding, Ending	440	342
Options Exercisable (in shares)	230
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Weighted Average Exercise Price, Outstanding, Beginning	$ 69.15
Weighted Average Exercise Price, Granted	10.05
Weighted Average Exercise Price, Exercised
Weighted Average Exercise Price, Cancelled	30
Weighted average exercise price, Outstanding, Ending	55.65	$ 69.15
Weighted average exercise price, Exercisable	$ 88.8
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Options Outstanding Weighted Average Remaining Contractual Life (Years)	7 years 6 months	8 years
Weighted average life (years), Exercisable	6 years 7 months 6 days
Aggregate Intrinsic Value, Outstanding, Beginning
Aggregate Intrinsic Value, Granted
Aggregate Intrinsic Value, Exercised
Aggregate Intrinsic Value, Cancelled
Aggregate Intrinsic Value, Outstanding, Ending
Aggregate Intrinsic Value, Exercisable

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2022

Stockholders’ Equity

Schedule of stock purchase warrants outstanding

	Number of Warrants (in thousands)		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)			Aggregate Intrinsic Value
Outstanding, January 1, 2022		14	$	180.60		0.80	$	—
Granted		—		—			$	—
Exercised		—		—			$	—
Expired		13		138.05			$	—
Outstanding, December 31, 2022		1	$	229.50		2.0	$	—
Exercisable, December 31, 2022		1	$	229.50		2.0	$	—

Revenue Recognition - Additional Information (Details)	12 Months Ended
Revenue Recognition - Additional Information (Details)	Dec. 31, 2022 USD ($)
Disaggregation Of Revenue [Line Items]
Payment term for customers	30 days
Accrued expenses and other current liabilities	$ 152,000

Variable Interest Entity - Additional Information (Details) $ in Millions	12 Months Ended
	Dec. 31, 2022 Directors	Dec. 31, 2021 USD ($)
Variable Interest Entity [Line Items]
Variable interest entity ownership percentage	50.00%
Number of directors	2
Number of directors appoint	4
ElectroCore (Aust) Pty Limited
Variable Interest Entity [Line Items]
Gain on termination of joint venture \| $		$ 0.5

The Company

12 Months Ended

Dec. 31, 2022

The Company

The Company

Note 1. The Company

electroCore, Inc. and its subsidiaries (“electroCore” or the “Company”) is a commercial stage bioelectronic medicine and wellness company dedicated to improving health through its non-invasive vagus nerve stimulation (“nVNS”) technology platform. The Company’s focus is the commercialization of medical devices for the management and treatment of certain medical conditions and consumer product offerings utilizing nVNS to promote general wellbeing and human performance in the United States and select overseas markets.

electroCore, headquartered in Rockaway, NJ, has two wholly owned subsidiaries: electroCore UK Ltd and electroCore Germany GmbH. The Company has paused operations in Germany, with sales into the country and the rest of Europe being managed by electroCore UK Ltd. On November 2, 2021, the Company formally terminated its agreement with electroCore (Aust) Pty Limited (“electroCoreAustralia”). Prior to this termination, electroCoreAustralia was subject to electroCore’s control on a basis other than voting interests and was a variable interest entity (“VIE”), for which electroCore was the primary beneficiary. As of May 2017, the VIE had ceased operations. (see Note 10)

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2022

Accrued Expenses and Other Current Liabilities

Schedule of accrued expenses and other current liabilities

	December 31,
(in thousands)	2022		2021
Accrued professional fees	$	524	$	468
Accrued bonuses and incentive compensation		2,042		1,849
Accrued litigation legal fees expense		1,001		605
Accrued insurance expense		264		499
Accrued vacation and other employee related expenses		534		455
Accrued valued-added tax		133		263
Deferred Revenue		152		—
Other		192		347
	$	4,842	$	4,486

Note Payable - Additional Information (Details) $ in Millions	Jul. 02, 2021 USD ($)
Finance and Security Agreement [Member]
Notes Payable [Line Items]
Proceeds from note issued	$ 1.2

Stock Based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Schedule of Recognized Stock Compensation for Equity Awards

	Year ended December 31,
(in thousands)	2022		2021
Selling, general and administrative	$	2,319	$	2,902
Research and development		335		332
Cost of goods sold		28		68
Total expense	$	2,682	$	3,302

Schedule of stock options granted

	Number of Options (in thousands)			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)			Aggregate Intrinsic Value
Outstanding, January 1, 2022		342		$	69.15		8.0	$	—
Granted		105			10.05			$	—
Exercised		—			—			$	—
Cancelled		(7	)		30.00			$	—
Outstanding, December 31, 2022		440		$	55.65		7.5	$	—
Exercisable, December 31, 2022		230		$	88.80		6.6	$	—

Schedule of additional information about stock options

Exercise Price	Options Outstanding (in thousands)		Options Outstanding Weighted Average Remaining Contractual Life (Years)		Options Exercisable (in thousands)
$0.01 - $37.50		328		7.9		135
$37.65 - $112.80		43		7.1		26
$112.95 - $225.00		69		5.5		69

Schedule of restricted and deferred stock units activity

	Number of Shares (in thousands)			Weighted Average Grant Date Fair Value
Nonvested, January 1, 2022		70		$	24.90
Granted		89			5.85
Vested		(31	)		23.70
Cancelled		(1	)		30.90
Nonvested, December 31, 2022		127		$	11.85

Schedule of weighted average assumptions used in valuing plans

		2022		2021
Fair value at grant date	$	7.20	$	19.80
Expected volatility		90.6%		80.2%
Risk-free interest rate		2.1%		0.7%
Expected holding period, in years		5.8		6.0
Dividend yield		—		—

Stock Based Compensation

12 Months Ended

Dec. 31, 2022

Stock Based Compensation

Stock Based Compensation

Note 12. Stock Based Compensation

All common stock share and per share data reflects the reverse stock split effective February 15, 2023, as described in Note 14. Subsequent Events, Reverse stock split.

On June 21, 2018, the Company adopted the 2018 Omnibus Equity Incentive Plan (“Plan”). This plan reserved 0.4 million shares with an increase to be added annually beginning in 2019 through 2028 up to 4% of the total number of shares of common stock issued and outstanding on a fully diluted basis as of the end of the immediately preceding fiscal year, providing that the aggregate number of additional shares shall not exceed a total of 3.0 million shares, and a maximum of 2.7 million shares pursuant to the exercise of stock options. Effective January 1, 2023, the number of shares reserved under the Plan was increased by 0.2 million to approximately 0.9 million. The Company’s policy is to issue new shares of its common stock upon the exercise of stock options, new grants of restricted stock awards, and settlement of restricted stock units. Stock options issued under the plan have a contractual life of 10 years and are generally forfeited upon separation from the Company.

The following table presents stock compensation expense recognized by the Company for the years ended December 31, 2022 and 2021. Total unrecognized compensation cost related to equity awards as of December 31, 2022 was $2.8 million and is expected to be recognized over the next 1.5 years.

	Year ended December 31,
(in thousands)	2022		2021
Selling, general and administrative	$	2,319	$	2,902
Research and development		335		332
Cost of goods sold		28		68
Total expense	$	2,682	$	3,302

The following table presents a summary of stock option award activity during the year ended December 31, 2022:

	Number of Options (in thousands)			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)			Aggregate Intrinsic Value
Outstanding, January 1, 2022		342		$	69.15		8.0	$	—
Granted		105			10.05			$	—
Exercised		—			—			$	—
Cancelled		(7	)		30.00			$	—
Outstanding, December 31, 2022		440		$	55.65		7.5	$	—
Exercisable, December 31, 2022		230		$	88.80		6.6	$	—

The intrinsic value is calculated as the difference between the fair market value at December 31, 2022 and the exercise price per share of the stock options. Options awards granted to employees generally vest over a four-year period.

The following table provides additional information about stock options that are outstanding and exercisable at December 31, 2022:

Exercise Price	Options Outstanding (in thousands)		Options Outstanding Weighted Average Remaining Contractual Life (Years)		Options Exercisable (in thousands)
$0.01 - $37.50		328		7.9		135
$37.65 - $112.80		43		7.1		26
$112.95 - $225.00		69		5.5		69

The following table presents a summary of restricted and deferred stock unit (“Unit” or "Units") activity during the year ended December 31, 2022:

	Number of Shares (in thousands)			Weighted Average Grant Date Fair Value
Nonvested, January 1, 2022		70		$	24.90
Granted		89			5.85
Vested		(31	)		23.70
Cancelled		(1	)		30.90
Nonvested, December 31, 2022		127		$	11.85

In general, Units granted to employees vest over two to four years.

Immediately following the Company’s annual meeting of stockholders, the Company generally grants each non-employee director an equity award that vests over a 12-month period. Upon a non-employee director’s initial appointment or election to the board of directors, the Company grants such non-employee director an equity award subject to vesting as determined by the board of directors.

Valuation Information for Stock-Based Compensation

The fair value of each stock option award granted was estimated on the date of grant using the Black-Scholes model. Expected volatility was based on historical common stock volatility of the Company’s peers. Beginning in December 2022, the Company began incorporating its historical common stock volatility at a weighting of 50% of the total composite volatility rate. During 2023, the Company will continue to evaluate the volatility rate used to value stock options. The risk-free interest rate was based on the average U.S. Treasury rate that most closely resembles the expected life of the related award. The expected term of the award was calculated using the simplified method. No dividend was assumed as the Company does not pay regular dividends on its common stock and does not anticipate paying any dividends in the foreseeable future.

The weighted average assumptions used in the Black-Scholes option pricing model in valuing stock options granted in the periods presented were:

		2022		2021
Fair value at grant date	$	7.20	$	19.80
Expected volatility		90.6%		80.2%
Risk-free interest rate		2.1%		0.7%
Expected holding period, in years		5.8		6.0
Dividend yield		—		—

The fair value of Units is the market close price of the Company’s common stock on the trading day immediately preceding the date of grant.

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 17,712	$ 34,689
Restricted Cash	250
Accounts receivable, net	401	438
Inventories, net	1,982	1,361
Prepaid expenses and other current assets	828	1,053
Total current assets	21,173	37,541
Inventories, noncurrent	2,194	3,941
Property and equipment, net	50	147
Operating lease right of use assets, net	565	613
Other assets, net	774	591
Total assets	24,756	42,833
Current liabilities:
Accounts payable	2,129	938
Accrued expenses and other current liabilities	4,842	4,486
Current portion of operating lease liabilities	74	61
Total current liabilities	7,045	5,485
Noncurrent liabilities:
Operating lease liabilities, noncurrent	625	700
Total liabilities	7,670	6,185
Commitments and contingencies (Note 13)
Stockholders' equity:
Preferred Stock, par value $0.001 per share; 10,000,000 shares authorized as of December 31, 2022 and December 31, 2021; 71,173 shares issued and outstanding at December 31, 2022 ($0.001 per share liquidation value) and 0 shares issued and outstanding at December 31, 2021
Common Stock, par value $0.001 per share; 500,000,000 shares authorized as of both December 31, 2022 and 2021; 4,744,886 shares issued and outstanding at December 31, 2022, and 4,713,608 shares issued and outstanding at December 31, 2021	5	5
Additional paid-in capital	163,520	160,838
Accumulated deficit	(146,370)	(124,208)
Accumulated other comprehensive income (loss)	(69)	13
Total stockholders' equity	17,086	36,648
Total liabilities and equity	$ 24,756	$ 42,833

Commitments and Contingencies - Additional Information (Details)	Jul. 17, 2020 Investors
Class Of Warrant Or Right [Line Items]
Number of investors as defendants	2

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Taxes

Schedule domestic and foreign components of the loss before provision for income taxes

(in thousands)	December 31, 2022			December 31, 2021
Domestic	$	(21,518	)	$	(16,679	)
Foreign		(1,075	)		(1,390	)
Total	$	(22,593	)	$	(18,069	)

Schedule of income tax provision from continuing operations

(in thousands)	December 31, 2022			December 31, 2021
Federal	$	—		$	—
State		(449	)		(870	)
Foreign		18			19
Total current (benefit)/expense		(431	)		(851	)

Total deferred		—			—
Total income tax (benefit)/expense	$	(431	)	$	(851	)

Schedule of deferred income tax assets and liabilities

	Year ended December 31,
(in thousands)	2022			2021
Deferred tax assets
Net operating loss carryforwards	$	29,854		$	26,924
Accrued expenses		257			579
Intangibles		1,720			469
Fixed assets		5			(6	)
Inventory		165			216
Allowance for bad debt		3			3
Charitable contributions		10			11
R&D credit		422			430
Deferred FICA Tax		—			7
Lease liabilities		172			200
Stock compensation		4,744			4,430
Deferred tax assets		37,352			33,263
Less valuation allowance		(37,046	)		(32,868	)
Total deferred tax assets		306			395
Prepaid expenses		(167	)		(234	)
Right of use asset		(139	)		(161	)
Total deferred tax liabilities		(306	)		(395	)
Deferred tax assets, net	$	—		$	—

Schedule of income tax provision computed at statutory rates

	Year ended December 31,
	2022		2021
Statutory rate	(21.0	)%	(21.0	)%
State tax expected (recovery), net of federal benefit	(7.3	)%	5.7	%
State tax rate change	9.5	%	—	%
Stock compensation	(0.2	)%	(5.7	)%
State tax NOL sale	(1.6	)%	(3.8	)%
Nondeductible expenses	0.2	%	2.1	%
PPP loan forgiveness	—	%	(1.7	)%
Unrealized gain from termination of joint venture	—	%	(1.8	)%
Change in valuation allowance for deferred tax assets	18.5	%	21.5	%
Income tax benefit	(1.9	)%	(4.7	)%

Stock Based Compensation - Summary of Restricted Stock and Deferred Stock Units Granted Activity (Details) - Stock Units	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Number of Options , Outstanding, Beginning balance \| shares	70
Number of Options, Granted \| shares	89
Number of Options, Vested \| shares	(31)
Number of Options, Cancelled \| shares	(1)
Number of Options, Outstanding, Ending balance \| shares	127
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Weighted Average Exercise Price, Beginning balance \| $ / shares	$ 24.9
Weighted Average Exercise Price, Granted \| $ / shares	5.85
Weighted Average Exercise Price, Vested \| $ / shares	23.7
Weighted Average Exercise Price, Cancelled \| $ / shares	30.9
Weighted Average Exercise Price, Ending balance \| $ / shares	$ 11.85

Accrued Expenses and Current Liabilities- Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Accrued Expenses and Other Current Liabilities
Accrued professional fees	$ 524	$ 468
Accrued bonuses and incentive compensation	2,042	1,849
Accrued litigation legal fees expense	1,001	605
Accrued insurance expense	264	499
Accrued vacation and other employee related expenses	534	455
Accrued valued-added tax	133	263
Deferred Revenue	152	0
Other	192	347
Accrued expenses	$ 4,842	$ 4,486

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies

Commitments and Contingencies

Note 13. Commitments and Contingencies

Stockholders Litigation

On July 8, 2019, and August 1, 2019, purported stockholders of the Company served putative class action lawsuits in the Superior Court of New Jersey for Somerset County, captioned Paul Kuehl vs. electroCore, Inc., et al., Docket No. SOM-L 000876-19 and Shirley Stone vs. electroCore, Inc., et al., Docket No. SOM-L 001007-19, respectively. In addition to the Company, the defendants include present and past directors and officers, Evercore Group L.L.C., Cantor Fitzgerald & Co., JMP Securities LLC and BTIG, LLC, the underwriters for its IPO; and two of the Company’s stockholders. On August 15, 2019, the Superior Court entered an order consolidating the Kuehl and Stone actions, which proceeded under Docket No. SOM-L 000876-19.

Each plaintiff was appointed a co-lead plaintiff. The plaintiffs filed a consolidated amended complaint, which sought certification of a class of stockholders who purchased common stock in the IPO or whose purchases are traceable to that offering. The consolidated amended complaint alleged that the defendants violated Sections 11, 12(a)(2) and 15 of the Securities Act with respect to the registration statement and related prospectus for the IPO. The complaint sought unspecified compensatory damages, interest, costs and attorneys’ fees.

On October 31, 2019, the Company and the other defendants filed a motion to dismiss the complaint or in the alternative to stay the action in favor of the pending federal action (discussed below). On February 21, 2020, the court granted the defendants’ motion to dismiss the consolidated amended complaint with prejudice. On March 2, 2020, the court entered an amended order dismissing the consolidated amended complaint with prejudice. On March 27, 2020, the plaintiffs filed a notice of appeal with the N.J. Superior Court – Appellate Division. The appeal was argued on September 27, 2021. On October 8, 2021, the Appellate Division issued an order reversing the decision of the Superior Court. The case has been remanded to the Superior Court for oral argument on the motion to dismiss. On November 11, 2021, the defendants filed a supplemental motion to dismiss based on the forum selection clause in our certificate of incorporation's. On December 10, 2021, the Superior Court heard argument of the original motion to dismiss and the supplemental motion to dismiss based on the federal forum selection clause. On December 14, 2021, the Superior Court granted the supplemental motion to dismiss based on the federal forum selection clause with prejudice and granted the original motion to dismiss without prejudice. On January 27, 2022, the plaintiffs filed a notice of appeal to the Appellate Division. On April 15, 2022, the plantiffs filed their appeal brief. The brief of defendant-appellees was filed on May 16, 2022. The appeal is fully briefed. Oral argument is scheduled for April 19, 2023.

On September 26, 2019, and October 31, 2019, purported stockholders of the Company served putative class action lawsuits in the United States District Court for the District of New Jersey captioned Allyn Turnofsky vs. electroCore, Inc., et al., Case 3:19-cv-18400, and Priewe vs. electroCore, Inc., et al., Case 1:19-cv-19653, respectively. In addition to the Company, the defendants include present and past directors and officers, and Evercore Group L.L.C., Cantor Fitzgerald & Co., JMP Securities LLC and BTIG, LLC, the underwriters for the IPO. The plaintiffs each seek to represent a class of stockholders who (i) purchased the Company’s common stock in the IPO or whose purchases are traceable to the IPO, or (ii) who purchased common stock between the IPO and September 25, 2019. The complaints each alleged that the defendants violated Sections 11 and 15 of the Securities Act and Sections 10(b) and 20(a) of the Exchange Act, with respect to (i) the registration statement and related prospectus for the IPO, and (ii) certain post-IPO disclosures filed with the SEC. The complaints sought unspecified compensatory damages, interest, costs and attorneys’ fees. The Priewe case was voluntarily dismissed on February 19, 2020.

In the Turnofsky case, on November 25, 2019, several plaintiffs and their counsel moved to be selected as lead plaintiff and lead plaintiff’s counsel. On April 24, 2020, the Court granted the motion of Carole Tibbs and the firm Bragar, Eagel & Squire, P.C. On July 17, 2020, the plaintiffs filed an amended complaint in Turnofsky. In addition to the prior claims, the amended complaint added an additional director defendant and two investors as defendants and adds a claim against the Company and the underwriters for violating Section 12(a)(2) of the Securities Act. On September 15, 2020, the Company and the other defendants filed a motion to dismiss the amended complaint for failure to state a claim. On November 6, 2020, the plaintiffs filed their opposition to the motion to dismiss. The Company and the other defendants filed reply papers in support of the motion on December 7, 2020. Argument of the motion to dismiss occurred on June 18, 2021. On August 13, 2021, the Court dismissed the amended complaint with leave to re-plead. On October 4, 2021, the plaintiffs filed a second amended complaint in the Turnofsky case. The defendants have moved to dismiss. Briefing on the motion was complete on January 7, 2022. On July 5, 2022, the case was reassigned to Judge Zahid N. Quraishi, who has ordered that he will consider the pending motion to dismiss in due course. Argument of the motion has not yet been scheduled.

On March 4, 2021, purported stockholder Richard Maltz brought a purported stockholder derivative action in the United States District Court for the District of New Jersey. The action is captioned Richard Maltz, derivatively on behalf of electroCore, Inc., vs. Francis R. Amato, et al., Case 3:21-cv-04135. The defendants include present and past directors and officers of the Company. The plaintiff purports to pursue derivative claims on behalf of the Company in connection with the IPO and actions occurring between the IPO and September 25, 2019. The complaint alleges that demand on the board of directors is excused. The complaint purports to allege claims against the defendants for violating Section 14(a) of the Exchange Act, breaching fiduciary duties, unjust enrichment and waste of corporate assets. The complaint also purports to allege claims for contribution in connection with the Turnofsky case described above, pursuant to Section 11(f) of the Securities Act and Sections 10(b) and 21D of the Exchange Act. The complaint seeks unspecified compensatory damages, interest, costs and attorneys’ fees; declaratory relief; and an order requiring changes to corporate governance and internal procedures and a vote on proposed amendments to the Bylaws and Certificate of Incorporation.

On March 8, 2021, purported stockholder Erin Yuson brought a purported stockholder derivative action in the United States District Court for the District of New Jersey. The action is captioned Erin Yuson, derivatively on behalf of electroCore, Inc., vs. Francis R. Amato, et al., Case 3:21-cv-04481. The defendants include present and past directors and officers of the Company. The plaintiff purports to pursue derivative claims on behalf of the Company in connection with a 2019 proxy statement and actions occurring from the IPO through September 25, 2019. The complaint alleges that demand on the board of directors is excused. The complaint purports to allege claims against the defendants for violating Section 14(a) of the Exchange Act and breaching fiduciary duties. The complaint seeks unspecified compensatory damages, interest, costs and attorneys’ fees; declaratory relief; and an order requiring changes to corporate governance and internal procedures and a vote on proposed amendments to the Bylaws and Certificate of Incorporation.

The plaintiffs in the Maltz and Yuson derivative actions agreed to consolidate and stay those actions. The actions are stayed until and through the resolution of any motion for summary judgment in the Turnofsky federal securities class action. A stipulation to that effect was filed by the plaintiffs on April 14, 2021, and ordered by the court on April 30, 2021. These cases also have been re-assigned to Judge Quraishi.

The Company intends to continue to vigorously defend itself in these matters. However, in light of, among other things, the preliminary stage of these litigation matters, the Company is unable to determine the reasonable probability of loss or a range of potential loss. Accordingly, the Company has not established an accrual for potential losses, if any, that could result from any unfavorable outcome, and there can be no assurance that these litigation matters will not result in substantial defense costs and/or judgments or settlements that could adversely affect the Company’s financial condition.

The Company is subject to various claims, complaints and legal actions in the normal course of business from time to time. The Company is not aware of any further currently pending litigation for which it believes the outcome could have a material adverse effect on its operations or financial position. The Company expenses associated legal fees including those relating to the stockholder litigation described in this Note 13 in the period they are incurred.

Purchase Commitments

The Company enters into contracts in the normal course of business with contract research organizations for its clinical trials, contract manufacturing organizations for the manufacture and supply of its clinical and commercial product needs and other vendors for other research and development and commercial activities, as well as services and products for operating purposes. The Company’s agreements generally provide for termination with notice. Such agreements that are cancelable contracts are not included as purchase commitments. The Company has included as purchase obligations its commitments under agreements to the extent they are quantifiable and are not cancelable. The Company has no material purchase obligations as of December 31, 2022.

Inventory - Additional Information (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Inventory [Line Items]
Noncurrent inventory raw materials	$ 100,000	$ 900,000
Noncurrent inventory work in process	2,100,000	3,000,000
Disposed off inventory	110,000
Inventory Valuation and Obsolescence [Member]
Inventory [Line Items]
Inventory raw materials	$ 668,000	$ 821,000

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases

Supplemental Balance Sheet Information for Operating Leases

	December 31,
(in thousands)		2022			2021
Operating leases:
Operating lease right of use assets	$	565		$	613
Operating lease liabilities:
Current portion of operating lease liabilities		74			61
Noncurrent operating lease liabilities		625			700
Total operating lease liabilities	$	699		$	761
Weighted average remaining lease term (in years)		6.1			6.9
Weighted average discount rate		13.8	%		13.8	%

Schedule of future minimum lease payments under non-cancellable operating leases

Financial year (in thousands)
2023	$	164
2024		168
2025		171
2026		161
2027		157
2028 and thereafter		216
Total future minimum lease payments		1,037
Less: Amounts representing interest		(338	)
Total	$	699

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Net sales	$ 8,592	$ 5,451
Cost of goods sold	1,616	1,385
Gross profit	6,976	4,066
Operating expenses:
Research and development	5,520	2,536
Selling, general and administrative	24,330	21,573
Total operating expenses	29,850	24,109
Loss from operations	(22,874)	(20,043)
Other (income) expense:
Gain on extinguishment of debt		(1,422)
Gain on termination of joint venture		(549)
Interest and other income	(287)	(11)
Other expense	6	8
Total other income	(281)	(1,974)
Loss before income taxes	(22,593)	(18,069)
Benefit from income taxes	431	851
Net loss	(22,162)	(17,218)
Preferred stock dividend
Net loss available for common shareholders	$ (22,162)	$ (17,218)
Net loss per share of common stock - Basic (see Note 13)	$ (4.69)	$ (4.36)
Net loss per share of common stock - Diluted (see Note 13)	$ (4.69)	$ (4.36)
Weighted average common shares outstanding - Basic (see Note 13)	4,729	3,945
Weighted average common shares outstanding - Diluted (see Note 13)	4,729	3,945

Subsequent events - Additional Information (Details) - USD ($)			12 Months Ended
	Feb. 13, 2023	Jan. 10, 2023	Dec. 31, 2022	Dec. 31, 2021	Mar. 06, 2023
Subsequent Event [Line Items]
Net operating losses			$ (22,874,000)	$ (20,043,000)
Maximum [Member]
Subsequent Event [Line Items]
Stockholders' Equity, Reverse Stock Split	1-for-50
Minimum [Member]
Subsequent Event [Line Items]
Stockholders' Equity, Reverse Stock Split	1-for-5
Subsequent Events
Subsequent Event [Line Items]
Proceeds from Operating Activities		$ 211,000
Subsequent Events \| Series A Preferred Stock [Member]
Subsequent Event [Line Items]
Preferred stock redemption price per share	$ 0.01
Preferred Stock Redemption Share					80,000

Stockholders' Equity Additional Information (Details) - USD ($)		12 Months Ended
	Jul. 02, 2021	Dec. 31, 2022	Dec. 02, 2022	Dec. 31, 2021	Sep. 27, 2021	Aug. 30, 2021	Jan. 31, 2021
Class of Stock [Line Items]
Shares, Issued					13,333	63,492	11,028
Share Price						$ 15.75
Preferred stock, par value		$ 0.001		$ 0.001
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Number of vote each member is entitled to for each unit held		1,000
Preferred stock, par value			$ 0.001
Preferred Stock Value Outstanding		$ 71
Number of Each Shares Voting Rights Per Shares		1,000,000
IPO
Class of Stock [Line Items]
Shares, Issued	1,380,000
Share Price	$ 15
Net Proceeds	$ 18,800,000

Cash, Cash Equivalents and Marketable Securities - Summary of Cash, Cash Equivalents and Marketable Securities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Available For Sale Securities [Line Items]
Cash and cash equivalents, Fair Value	$ 17,712	$ 34,689

Net Loss Per Share - Schedule of Common Stock Equivalents Excluded from Computation of Diluted Loss per Share (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	568	428
Outstanding stock options [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	440	342
Nonvested restricted stock and unit awards [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	127	72
Stock purchase warrants [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	1	14