0001684144--12-312023Q2false97994966897994966800-0000000P18M00016841442023-01-170001684144srt:MinimumMemberzom:AgreementWithUlfNorthfieldBusinessCenterLlcMember2023-05-102023-05-100001684144srt:MaximumMemberzom:AgreementWithUlfNorthfieldBusinessCenterLlcMember2023-05-102023-05-100001684144srt:MinimumMemberzom:AgreementBetweenWheelershipLlcAndRealtyAssociatesFundXiiPortfolioL.p.Member2022-07-152022-07-150001684144srt:MaximumMemberzom:AgreementBetweenWheelershipLlcAndRealtyAssociatesFundXiiPortfolioL.p.Member2022-07-152022-07-150001684144zom:AgreementWithLebow1031LegacyLlcMember2022-07-012022-07-010001684144srt:MinimumMemberzom:AgreementWithUlfNorthfieldBusinessCenterLlcMember2022-04-012022-04-010001684144srt:MaximumMemberzom:AgreementWithUlfNorthfieldBusinessCenterLlcMember2022-04-012022-04-010001684144srt:MinimumMemberzom:WarehouseLeaseAgreementWithWickfieldPhoenixLlcMember2021-09-152021-09-150001684144srt:MaximumMemberzom:WarehouseLeaseAgreementWithWickfieldPhoenixLlcMember2021-09-152021-09-150001684144srt:MinimumMemberzom:LeaseAgreementWithWickfieldPhoenixLlcMember2021-02-012021-02-010001684144srt:MaximumMemberzom:LeaseAgreementWithWickfieldPhoenixLlcMember2021-02-012021-02-010001684144zom:SeraphBiosciencesIncMember2018-05-100001684144zom:DistributionOn18MonthAnniversaryOfClosingDateMemberzom:AssisiAnimalHealthLlcMember2022-07-152022-07-150001684144zom:AgreementIndemnificationObligationMemberzom:RevoSquaredMember2022-07-012022-07-010001684144zom:SeriesDWarrantsMember2023-01-012023-06-300001684144zom:SeriesCWarrantsMember2023-01-012023-06-300001684144zom:SeriesBWarrantsMember2023-01-012023-06-300001684144zom:SeriesAWarrantsMember2023-01-012023-06-300001684144zom:RevoSquaredLlcAcquisitionWarrantsIssuedMember2023-01-012023-06-300001684144zom:AssisiAnimalHealthLlcAcquisitionWarrantsIssuedMember2023-01-012023-06-300001684144us-gaap:RetainedEarningsMember2023-06-300001684144us-gaap:AdditionalPaidInCapitalMember2023-06-300001684144us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-06-300001684144us-gaap:RetainedEarningsMember2023-03-310001684144us-gaap:AdditionalPaidInCapitalMember2023-03-310001684144us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-03-3100016841442023-03-310001684144us-gaap:RetainedEarningsMember2022-12-310001684144us-gaap:AdditionalPaidInCapitalMember2022-12-310001684144us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310001684144us-gaap:RetainedEarningsMember2022-06-300001684144us-gaap:AdditionalPaidInCapitalMember2022-06-300001684144us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-06-300001684144us-gaap:RetainedEarningsMember2022-03-310001684144us-gaap:AdditionalPaidInCapitalMember2022-03-310001684144us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-03-3100016841442022-03-310001684144us-gaap:RetainedEarningsMember2021-12-310001684144us-gaap:AdditionalPaidInCapitalMember2021-12-310001684144us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-12-310001684144us-gaap:CommonStockMember2023-06-300001684144us-gaap:CommonStockMember2023-03-310001684144us-gaap:CommonStockMember2022-12-310001684144us-gaap:CommonStockMember2022-06-300001684144us-gaap:CommonStockMember2022-03-310001684144us-gaap:CommonStockMember2021-12-310001684144zom:ShareBasedCompensationArrangementGrantDate2023Member2023-01-012023-06-300001684144zom:ShareBasedCompensationArrangementGrantDate2022Member2023-01-012023-06-300001684144zom:ShareBasedCompensationArrangementGrantDate2021Member2023-01-012023-06-300001684144zom:ShareBasedCompensationArrangementGrantDate2020Member2023-01-012023-06-300001684144zom:ShareBasedCompensationArrangementGrantDate2023Member2023-06-300001684144zom:ShareBasedCompensationArrangementGrantDate2022Member2023-06-300001684144zom:ShareBasedCompensationArrangementGrantDate2021Member2023-06-300001684144zom:ShareBasedCompensationArrangementGrantDate2020Member2023-06-3000016841442021-01-012021-12-3100016841442020-01-012020-12-3100016841442020-12-310001684144zom:RevoSquaredMember2023-01-012023-06-300001684144zom:ConsumablesRevenueMemberzom:TherapeuticsMember2023-04-012023-06-300001684144zom:ConsumablesRevenueMemberzom:DiagnosticsMember2023-04-012023-06-300001684144zom:CapitalRevenueMemberzom:TherapeuticsMember2023-04-012023-06-300001684144zom:CapitalRevenueMemberzom:DiagnosticsMember2023-04-012023-06-300001684144us-gaap:ProductAndServiceOtherMemberzom:TherapeuticsMember2023-04-012023-06-300001684144zom:TherapeuticsMember2023-04-012023-06-300001684144zom:DiagnosticsMember2023-04-012023-06-300001684144zom:ConsumablesRevenueMember2023-04-012023-06-300001684144zom:CapitalRevenueMember2023-04-012023-06-300001684144us-gaap:ProductAndServiceOtherMember2023-04-012023-06-300001684144zom:ConsumablesRevenueMemberzom:TherapeuticsMember2023-01-012023-06-300001684144zom:ConsumablesRevenueMemberzom:DiagnosticsMember2023-01-012023-06-300001684144zom:CapitalRevenueMemberzom:TherapeuticsMember2023-01-012023-06-300001684144zom:CapitalRevenueMemberzom:DiagnosticsMember2023-01-012023-06-300001684144us-gaap:ProductAndServiceOtherMemberzom:TherapeuticsMember2023-01-012023-06-300001684144zom:ConsumablesRevenueMember2023-01-012023-06-300001684144zom:CapitalRevenueMember2023-01-012023-06-300001684144us-gaap:ProductAndServiceOtherMember2023-01-012023-06-300001684144zom:ConsumablesRevenueMemberzom:TherapeuticsMember2022-04-012022-06-300001684144zom:ConsumablesRevenueMemberzom:DiagnosticsMember2022-04-012022-06-300001684144zom:CapitalRevenueMemberzom:TherapeuticsMember2022-04-012022-06-300001684144us-gaap:ProductAndServiceOtherMemberzom:TherapeuticsMember2022-04-012022-06-300001684144zom:TherapeuticsMember2022-04-012022-06-300001684144zom:DiagnosticsMember2022-04-012022-06-300001684144zom:ConsumablesRevenueMember2022-04-012022-06-300001684144zom:CapitalRevenueMember2022-04-012022-06-300001684144us-gaap:ProductAndServiceOtherMember2022-04-012022-06-300001684144zom:ConsumablesRevenueMemberzom:TherapeuticsMember2022-01-012022-06-300001684144zom:ConsumablesRevenueMemberzom:DiagnosticsMember2022-01-012022-06-300001684144zom:CapitalRevenueMemberzom:TherapeuticsMember2022-01-012022-06-300001684144us-gaap:ProductAndServiceOtherMemberzom:TherapeuticsMember2022-01-012022-06-300001684144zom:TherapeuticsMember2022-01-012022-06-300001684144zom:DiagnosticsMember2022-01-012022-06-300001684144zom:ConsumablesRevenueMember2022-01-012022-06-300001684144zom:CapitalRevenueMember2022-01-012022-06-300001684144us-gaap:ProductAndServiceOtherMember2022-01-012022-06-3000016841442022-03-012022-03-010001684144zom:MachineryAndOfficeEquipmentMember2023-06-300001684144zom:LaboratoryEquipmentMember2023-06-300001684144zom:FurnitureAndEquipmentMember2023-06-300001684144us-gaap:LeaseholdImprovementsMember2023-06-300001684144zom:MachineryAndOfficeEquipmentMember2022-12-310001684144zom:LaboratoryEquipmentMember2022-12-310001684144zom:FurnitureAndEquipmentMember2022-12-310001684144us-gaap:LeaseholdImprovementsMember2022-12-3100016841442023-01-172023-01-170001684144us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-04-012023-06-300001684144us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-012023-06-300001684144us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-04-012022-06-300001684144us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-01-012022-06-3000016841442022-01-012022-12-310001684144us-gaap:ResearchAndDevelopmentExpenseMember2023-04-012023-06-300001684144us-gaap:GeneralAndAdministrativeExpenseMember2023-04-012023-06-300001684144us-gaap:CostOfSalesMember2023-04-012023-06-300001684144us-gaap:ResearchAndDevelopmentExpenseMember2023-01-012023-06-300001684144us-gaap:GeneralAndAdministrativeExpenseMember2023-01-012023-06-300001684144us-gaap:CostOfSalesMember2023-01-012023-06-300001684144us-gaap:ResearchAndDevelopmentExpenseMember2022-04-012022-06-300001684144us-gaap:GeneralAndAdministrativeExpenseMember2022-04-012022-06-300001684144us-gaap:ResearchAndDevelopmentExpenseMember2022-01-012022-06-300001684144us-gaap:GeneralAndAdministrativeExpenseMember2022-01-012022-06-300001684144us-gaap:RetainedEarningsMember2023-04-012023-06-300001684144us-gaap:RetainedEarningsMember2023-01-012023-06-300001684144us-gaap:RetainedEarningsMember2022-04-012022-06-300001684144us-gaap:RetainedEarningsMember2022-01-012022-06-300001684144zom:WarehouseLeaseAgreementWithWickfieldPhoenixLlcMember2021-09-150001684144zom:LeaseAgreementWithWickfieldPhoenixLlcMember2021-02-010001684144us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:LoansReceivableMember2023-06-300001684144us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CorporateDebtSecuritiesMember2023-06-300001684144us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CommercialPaperMember2023-06-300001684144us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:USTreasurySecuritiesMember2023-06-300001684144us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:USGovernmentAgenciesDebtSecuritiesMember2023-06-300001684144us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMember2023-06-300001684144us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2023-06-300001684144us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2023-06-300001684144us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2023-06-300001684144zom:InvestmentMaturity91To365DaysMember2023-06-300001684144zom:InvestmentMaturity90DaysOrLessMember2023-06-300001684144zom:InvestmentMaturity366OrMoreDaysMember2023-06-300001684144us-gaap:MoneyMarketFundsMember2023-06-300001684144zom:TherapeuticsMember2023-06-300001684144zom:DiagnosticsMember2023-06-300001684144zom:TherapeuticsMember2022-12-310001684144zom:DiagnosticsMember2022-12-310001684144zom:LeaseAgreementWithWickfieldPhoenixLlcMember2021-01-012021-03-310001684144zom:AssisiAnimalHealthLlcMemberzom:ElectronicCommerceTechnologyMember2022-07-152022-07-150001684144zom:AssisiAnimalHealthLlcMemberus-gaap:TradeNamesMember2022-07-152022-07-150001684144zom:AssisiAnimalHealthLlcMemberus-gaap:TechnologyBasedIntangibleAssetsMember2022-07-152022-07-150001684144zom:AssisiAnimalHealthLlcMemberus-gaap:CustomerRelationshipsMember2022-07-152022-07-150001684144zom:RevoSquaredMemberus-gaap:TradeNamesMember2022-07-012022-07-010001684144zom:RevoSquaredMemberus-gaap:TechnologyBasedIntangibleAssetsMember2022-07-012022-07-010001684144zom:RevoSquaredMemberus-gaap:CustomerRelationshipsMember2022-07-012022-07-010001684144zom:ElectronicCommerceTechnologyMember2023-06-300001684144us-gaap:TradeNamesMember2023-06-300001684144us-gaap:TrademarksMember2023-06-300001684144us-gaap:TechnologyBasedIntangibleAssetsMember2023-06-300001684144us-gaap:LicensingAgreementsMember2023-06-300001684144us-gaap:CustomerRelationshipsMember2023-06-300001684144us-gaap:ComputerSoftwareIntangibleAssetMember2023-06-300001684144zom:ElectronicCommerceTechnologyMember2022-12-310001684144us-gaap:TradeNamesMember2022-12-310001684144us-gaap:TrademarksMember2022-12-310001684144us-gaap:TechnologyBasedIntangibleAssetsMember2022-12-310001684144us-gaap:LicensingAgreementsMember2022-12-310001684144us-gaap:CustomerRelationshipsMember2022-12-310001684144us-gaap:ComputerSoftwareIntangibleAssetMember2022-12-310001684144us-gaap:LoansReceivableMember2023-06-300001684144zom:DistributionOn18MonthAnniversaryOfClosingDateMemberzom:AssisiAnimalHealthLlcMember2022-07-150001684144zom:AgreementIndemnificationObligationMemberzom:RevoSquaredMember2022-07-010001684144us-gaap:LoansReceivableMember2023-01-012023-06-300001684144us-gaap:FairValueMeasurementsRecurringMemberus-gaap:LoansReceivableMember2023-06-300001684144us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USTreasurySecuritiesMember2023-06-300001684144us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USGovernmentAgenciesDebtSecuritiesMember2023-06-300001684144us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CorporateDebtSecuritiesMember2023-06-300001684144us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CommercialPaperMember2023-06-300001684144us-gaap:USTreasurySecuritiesMember2023-06-300001684144us-gaap:USGovernmentAgenciesDebtSecuritiesMember2023-06-300001684144us-gaap:CorporateDebtSecuritiesMember2023-06-300001684144us-gaap:CommercialPaperMember2023-06-300001684144zom:TherapeuticsMember2023-01-012023-06-300001684144zom:DiagnosticsMember2023-01-012023-06-300001684144srt:RestatementAdjustmentMember2022-04-012022-06-300001684144srt:RestatementAdjustmentMember2022-01-012022-06-300001684144zom:RevoSquaredMember2022-12-310001684144zom:SeriesDWarrantsMember2023-06-300001684144zom:SeriesCWarrantsMember2023-06-300001684144zom:SeriesBWarrantsMember2023-06-300001684144zom:SeriesAWarrantsMember2023-06-300001684144zom:RevoSquaredLlcAcquisitionWarrantsIssuedMember2023-06-300001684144zom:AssisiAnimalHealthLlcAcquisitionWarrantsIssuedMember2023-06-3000016841442022-06-3000016841442021-12-310001684144us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMember2023-06-300001684144us-gaap:FairValueMeasurementsRecurringMember2023-06-300001684144srt:ScenarioPreviouslyReportedMemberzom:AssisiAnimalHealthLlcMemberzom:ElectronicCommerceTechnologyMember2022-07-150001684144srt:ScenarioPreviouslyReportedMemberzom:AssisiAnimalHealthLlcMemberus-gaap:TradeNamesMember2022-07-150001684144srt:ScenarioPreviouslyReportedMemberzom:AssisiAnimalHealthLlcMemberus-gaap:TechnologyBasedIntangibleAssetsMember2022-07-150001684144srt:ScenarioPreviouslyReportedMemberzom:AssisiAnimalHealthLlcMemberus-gaap:CustomerRelationshipsMember2022-07-150001684144zom:AssisiAnimalHealthLlcMemberzom:ElectronicCommerceTechnologyMember2022-07-150001684144zom:AssisiAnimalHealthLlcMemberus-gaap:TradeNamesMember2022-07-150001684144zom:AssisiAnimalHealthLlcMemberus-gaap:TechnologyBasedIntangibleAssetsMember2022-07-150001684144zom:AssisiAnimalHealthLlcMemberus-gaap:CustomerRelationshipsMember2022-07-150001684144srt:ScenarioPreviouslyReportedMemberzom:RevoSquaredMemberus-gaap:TradeNamesMember2022-07-010001684144srt:ScenarioPreviouslyReportedMemberzom:RevoSquaredMemberus-gaap:TechnologyBasedIntangibleAssetsMember2022-07-010001684144srt:ScenarioPreviouslyReportedMemberzom:RevoSquaredMemberus-gaap:CustomerRelationshipsMember2022-07-010001684144zom:RevoSquaredMemberus-gaap:TradeNamesMember2022-07-010001684144zom:RevoSquaredMemberus-gaap:TechnologyBasedIntangibleAssetsMember2022-07-010001684144zom:RevoSquaredMemberus-gaap:CustomerRelationshipsMember2022-07-010001684144srt:ScenarioPreviouslyReportedMemberzom:AssisiAnimalHealthLlcMember2022-07-150001684144srt:RestatementAdjustmentMemberzom:AssisiAnimalHealthLlcMember2022-07-150001684144zom:AssisiAnimalHealthLlcMember2022-07-150001684144srt:ScenarioPreviouslyReportedMemberzom:RevoSquaredMember2022-07-010001684144srt:RestatementAdjustmentMemberzom:RevoSquaredMember2022-07-010001684144zom:EarnoutPaymentNetSalesExceedingDollar5MillionMemberzom:RevoSquaredMember2022-07-010001684144zom:EarnoutPaymentNetSalesExceedingDollar10MillionMemberzom:RevoSquaredMember2022-07-010001684144zom:AssisiAnimalHealthLlcMember2022-07-152022-07-150001684144zom:RevoSquaredMember2022-07-012022-07-010001684144zom:AssisiAnimalHealthLlcMember2023-04-012023-06-300001684144zom:AssisiAnimalHealthLlcMemberzom:AssisiAnimalHealthLlcMember2022-04-012022-06-300001684144zom:AssisiAnimalHealthLlcMember2022-04-012022-06-300001684144zom:AssisiAnimalHealthLlcMemberzom:AssisiAnimalHealthLlcMember2022-01-012022-06-300001684144zom:AssisiAnimalHealthLlcMember2022-01-012022-06-300001684144zom:RevoSquaredMember2022-07-010001684144zom:AssisiAnimalHealthLlcMember2023-01-012023-06-300001684144zom:AgreementWithUlfNorthfieldBusinessCenterLlcMember2023-05-100001684144zom:AgreementBetweenWheelershipLlcAndRealtyAssociatesFundXiiPortfolioL.p.Member2022-07-150001684144zom:AgreementWithLebow1031LegacyLlcMember2022-07-010001684144zom:AgreementWithUlfNorthfieldBusinessCenterLlcMember2022-04-010001684144us-gaap:WarrantMember2023-01-012023-06-300001684144us-gaap:EmployeeStockOptionMember2023-01-012023-06-300001684144us-gaap:WarrantMember2022-01-012022-06-300001684144us-gaap:EmployeeStockOptionMember2022-01-012022-06-300001684144us-gaap:AdditionalPaidInCapitalMember2023-04-012023-06-3000016841442023-04-012023-06-300001684144us-gaap:AdditionalPaidInCapitalMember2023-01-012023-06-300001684144us-gaap:AdditionalPaidInCapitalMember2022-04-012022-06-3000016841442022-04-012022-06-300001684144us-gaap:AdditionalPaidInCapitalMember2022-01-012022-06-3000016841442022-01-012022-06-3000016841442023-06-3000016841442022-12-3100016841442023-08-1000016841442023-01-012023-06-30xbrli:sharesiso4217:USDutr:sqftiso4217:USDxbrli:sharesxbrli:purezom:segment

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023.

OR

     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________.

Commission File Number: 001-38298

Zomedica Corp.

(Exact name of registrant as specified in its charter)

Alberta, Canada

N/A

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification Number)

100 Phoenix Drive, Suite 125
Ann Arbor, Michigan

48108

(Address of principal executive offices)

(Zip code)

(734) 369-2555

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

 

 

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares, without par value

ZOM

NYSE American

As of August 10, 2023, 979,949,668 shares of the registrant’s common shares, without par value, were issued and outstanding.

ZOMEDICA CORP.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED

June 30, 2023

TABLE OF CONTENTS

Page

PART I

FINANCIAL INFORMATION

Item 1.

Condensed Financial Statements

3

Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022

Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, 2023 and 2022

Consolidated Statements of Shareholders’ Equity for the Three and Six Months Ended June 30, 2023 and 2022

Consolidated Statements of Cash Flows for the Three and Six Months Ended June 30, 2023 and 2022

Notes to the Consolidated Financial Statements

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

26

Item 4.

Controls and Procedures

35

PART II

OTHER INFORMATION

Item 1.

Legal Proceedings

35

Item 1A.

Risk Factors

35

Item 6.

Exhibits

36

2

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

Zomedica Corp.

Consolidated Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022

(United States Dollars in Thousands)

As of

    

June 30, 

    

December 31, 

    

2023

    

2022

Assets

 

  

 

  

Current assets

 

  

 

  

Cash and cash equivalents

$

27,951

$

27,399

Available-for-sale securities

 

102,522

 

87,693

Trade receivables, net

 

654

 

596

Inventory, net

 

3,634

 

2,746

Prepaid expenses and deposits

 

3,562

 

3,799

Other receivables

 

1,302

 

1,268

Total current assets

 

139,625

 

123,501

Prepaid expenses and deposits

 

126

 

188

Property and equipment, net

 

7,291

 

6,809

Construction in progress

2,146

692

Right-of-use asset

 

1,355

 

1,665

Goodwill

 

63,979

 

63,979

Intangible assets, net

 

48,071

 

41,799

Non current available-for-sale securities

 

11,920

 

40,712

Other assets

 

265

 

265

Total assets

$

274,778

$

279,610

Liabilities and shareholders’ equity

 

  

 

Current liabilities

 

  

 

Accounts payable and accrued liabilities

$

6,144

$

6,698

Accrued income taxes

 

74

 

187

Current portion of lease obligations

 

641

 

641

Customer contract liabilities

 

255

 

207

Other current liabilities

 

96

 

78

Total current liabilities

 

7,210

 

7,811

Lease obligations

 

781

 

1,097

Deferred tax liabilities

 

1,245

 

1,245

Customer contract liabilities

 

291

 

182

Liability due to Qorvo

 

3,591

 

Other liabilities

 

2,181

 

1,883

Total liabilities

$

15,299

$

12,218

Commitments and contingencies (Note 16)

 

  

 

  

Shareholders’ equity

 

  

 

  

Unlimited common shares, no par value; 979,949,668 issued and outstanding at June 30, 2023 and December 31, 2022

$

380,973

$

380,973

Additional paid-in capital

 

27,156

 

23,666

Accumulated deficit

 

(148,038)

 

(136,404)

Accumulated comprehensive loss

 

(612)

 

(843)

Total shareholders' equity

 

259,479

 

267,392

Total liabilities and shareholders’ equity

$

274,778

$

279,610

The accompanying notes are an integral part of these condensed consolidated financial statements

3

Zomedica Corp.

Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, 2023 and 2022

(Unaudited) (United States Dollars in Thousands, Except for Per Share Data)

    

For the Three Months Ended June 30,

For the Six Months Ended June 30,

    

2023

    

2022

    

2023

    

2022

Net revenue

$

6,020

$

4,246

$

11,502

$

7,997

Cost of revenue

 

1,972

 

1,240

 

3,619

 

2,250

Gross profit

 

4,048

 

3,006

 

7,883

 

5,747

Expenses

 

 

 

 

Research and development

 

859

 

319

 

1,777

 

670

Selling, general and administrative

 

9,931

 

8,567

 

20,360

 

15,270

Loss from operations

 

(6,742)

 

(5,880)

 

(14,254)

 

(10,193)

Interest income

 

1,460

 

277

 

2,872

 

384

Interest expense

 

(62)

 

 

(112)

 

Gain (loss) on disposal of assets

1

(1)

1

(1)

Other income (loss)

 

 

1

 

(1)

 

(4)

Foreign exchange gain (loss)

 

17

 

(52)

 

(9)

 

(56)

Loss before income taxes

 

(5,326)

 

(5,655)

 

(11,503)

 

(9,870)

Income tax expense (benefit)

 

(77)

 

(382)

 

131

 

(660)

Net loss

 

(5,249)

 

(5,273)

 

(11,634)

 

(9,210)

Unrealized gain (loss), change in fair value of available-for-sale securities, net of tax

 

(8)

 

 

275

 

Change in foreign currency translation

 

(47)

 

(40)

 

(44)

 

11

Net loss and comprehensive loss

$

(5,304)

$

(5,313)

$

(11,403)

$

(9,199)

Weighted average number of common shares - basic and diluted

 

979,949,668

 

979,899,668

 

979,949,668

 

979,899,668

Loss per share - basic and diluted (Note 18)

$

(0.005)

$

(0.005)

$

(0.012)

$

(0.009)

The accompanying notes are an integral part of these condensed consolidated financial statements

4

Zomedica Corp.

Consolidated Statements of Shareholders’ Equity for the Three and Six Months Ended June 30, 2023 and 2022

(Unaudited) (United States Dollars in Thousands)

    

For the Six Months Ended June 30, 2023

Additional

Accumulated

Common Stock

Paid-In

Accumulated  

Comprehensive  

 

Shares

    

Amount

    

Capital

    

Deficit

    

(Loss)

    

Total

Balance at December 31, 2022

979,949,668

$

380,973

$

23,666

$

(136,404)

$

(843)

$

267,392

Stock-based compensation

 

 

 

3,490

 

 

 

3,490

Net loss

(11,634)

(11,634)

Other Comprehensive Income

 

 

 

 

 

231

 

231

Balance at June 30, 2023

 

979,949,668

$

380,973

$

27,156

$

(148,038)

 

$

(612)

$

259,479

    

For the Three Months Ended June 30, 2023

Additional

Accumulated

Common Stock

Paid-In

Accumulated  

Comprehensive  

 

Shares

    

Amount

    

Capital

    

Deficit

    

(Loss)

    

Total

Balance at March 31, 2023

979,949,668

$

380,973

$

25,431

$

(142,789)

$

(557)

$

263,058

Stock-based compensation

 

 

 

1,725

 

 

 

1,725

Net loss

(5,249)

(5,249)

Other Comprehensive Income

 

 

 

 

 

(55)

 

(55)

Balance at June 30, 2023

 

979,949,668

$

380,973

$

27,156

$

(148,038)

 

$

(612)

$

259,479

    

For the Six Months Ended June 30, 2022

Additional

Accumulated

Common Stock

Paid-In

Accumulated  

Comprehensive  

 

Shares

    

Amount

    

Capital

    

Deficit

    

(Loss)

    

Total

Balance at December 31, 2021

979,899,668

$

380,962

$

9,313

$

(119,391)

$

2

$

270,886

Stock-based compensation

 

 

 

4,533

 

 

 

4,533

Net loss

 

 

 

 

(9,210)

 

 

(9,210)

Other Comprehensive Income

 

 

 

 

 

11

 

11

Balance at June 30, 2022

 

979,899,668

$

380,962

$

13,846

$

(128,601)

 

$

13

$

266,220

    

For the Three Months Ended June 30, 2022

Additional

Accumulated

Common Stock

Paid-In

Accumulated  

Comprehensive  

 

Shares

    

Amount

    

Capital

    

Deficit

    

(Loss)

    

Total

Balance at March 31, 2022

979,899,668

$

380,962

$

11,354

$

(123,328)

$

53

$

269,041

Stock-based compensation

 

 

 

2,492

 

 

 

2,492

Net loss

 

 

 

 

(5,273)

 

 

(5,273)

Other Comprehensive Income

 

 

 

 

 

(40)

 

(40)

Balance at June 30, 2022

 

979,899,668

$

380,962

$

13,846

$

(128,601)

 

$

13

$

266,220

The accompanying notes are an integral part of these condensed consolidated financial statements

5

Zomedica Corp.

Consolidated Statements of Cash Flows for the Three and Six Months Ended June 30, 2023 and 2022

(Unaudited) (United States Dollars in Thousands)

    

For the Six Months Ended June 30, 

    

2023

    

2022

Cash flows from operating activities:

 

  

 

  

Net loss

$

(11,634)

$

(9,210)

Adjustments for:

 

  

 

  

Depreciation

 

340

 

161

Amortization - intangible assets

 

2,492

 

1,495

Loss on disposal of property and equipment

 

1

 

1

Stock-based compensation

 

3,490

 

4,533

Non cash portion of rent expense

 

(5)

 

9

Accretion/amortization of available-for-sale securities

 

(1,247)

 

Change in assets and liabilities, net of acquisitions:

 

 

Purchased inventory

 

(1,561)

 

(2,572)

Prepaid expenses and deposits

 

297

 

(410)

Trade receivables

 

(52)

 

(96)

Other receivables

 

14

 

131

Accounts payable and accrued liabilities

 

(538)

 

292

Accrued income tax

 

(114)

 

(199)

Deferred tax liabilities

 

 

(661)

Other current liabilities

 

18

 

4

Customer contract liabilities

 

157

 

(25)

Other liabilities

 

409

 

30

Net cash used in operating activities

 

(7,933)

 

(6,517)

Cash flows from investing activities:

 

  

 

  

Investment in available-for-sale securities

 

17,178

 

Investment in debt security (at fair value)

 

(1,750)

 

(1,000)

Investment in property and equipment

 

(143)

 

(151)

Acquisition of intangibles

 

(4,066)

 

Investment in construction in progress

(2,690)

(492)

Net cash provided by (used in) investing activities

 

8,529

 

(1,643)

(Decrease) increase in cash and cash equivalents

 

596

 

(8,160)

Effect of exchange rate changes on cash

(44)

(29)

Cash and cash equivalents, beginning of year

 

27,399

 

194,952

Cash and cash equivalents, end of period

$

27,951

$

186,763

Noncash activities:

 

  

 

  

Change in fair value of available-for-sale securities, net of tax

$

275

$

Transfer of construction in progress into property and equipment and intangibles

$

1,344

$

Transfer of inventory into property and equipment

$

668

$

557

Supplemental cash flow information:

 

 

  

Interest received

$

1,589

$

384

The accompanying notes are an integral part of these condensed consolidated financial statements

6

Table of Contents

Zomedica Corp.
Notes to the Consolidated Financial Statements
(United States Dollars in Thousands)

1. Nature of Operations

Zomedica is a veterinary health company creating products for companion animals by focusing on the unmet needs of clinical veterinarians. The Company consists of the parent company, Zomedica Corp. and its wholly-owned U.S subsidiary, Zomedica Inc. and its international subsidiaries.

Changes in Macroeconomic Conditions

We are currently dealing with the aftermath of global changes in the macro-economic environment including disruptions in supply chain, labor disruptions, challenges in manufacturing, COVID-19 related concerns, challenges selling to customers, declines in customer demand, inflationary pressures, rising interest rates, and an impaired ability to access credit and capital markets, among other things. There are uncertainties as to the outcome of current financial conditions, including recessionary environment or a contraction in the economy, which may impact overall consumer demand and supply requirements.

2. Basis of Preparation

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, and its wholly owned subsidiaries. Intercompany transactions and balances between consolidated businesses have been eliminated.

The accounting policies set out below have been applied consistently in the consolidated financial statements. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

3. Significant Accounting Policies

Basis of Measurement

The condensed consolidated financial statements have been prepared on the historical cost basis except as otherwise noted.

Business Combinations

We account for business combinations in accordance with ASC 805, Business Combinations, if the acquired assets assumed and liabilities incurred constitute a business. We consider acquired companies to constitute a business if the acquired net assets and processes have the ability to create outputs in the form of revenue. For acquired companies constituting a business, we recognize the identifiable assets acquired and liabilities assumed at their acquisition-date fair values and recognize any excess of total consideration paid over the fair value of the identifiable net assets as goodwill.

Estimates and Assumptions

In preparing these financial statements, management was required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates and assumptions are based on our historical experience, the terms of existing contracts, our evaluation of trends in the industry, information provided by our customers and suppliers and information available from other outside sources, as appropriate. These estimates and assumptions are subject to an inherent degree of uncertainty. We are not presently aware of any events or circumstances that would require us to update such estimates and assumptions or revise the carrying value of our assets or liabilities. Our estimates may change, however, as new events occur, and additional information is obtained. As a result, actual results may differ significantly from our estimates, and any such differences may be material to our financial statements.

7

Table of Contents

Zomedica Corp.
Notes to the Consolidated Financial Statements
(United States Dollars in Thousands)

Functional and Reporting Currencies

The functional currency, as determined by management, for Canada and our subsidiaries in the United States and Switzerland is U.S. dollars, which is also our reporting currency.

The functional currency, as determined by management, for our Japanese subsidiary is Japanese Yen. Japanese Yen are translated for financial reporting purposes with translation gains and losses recorded as a component of other comprehensive income or loss.

In respect of transactions denominated in currencies other than the Company and its wholly owned operating subsidiaries’ functional currencies, the monetary assets and liabilities are remeasured at the period end rates. Revenue and expenses are measured at rates of exchange prevailing on the transaction dates. All of the exchange gains or losses resulting from these transactions are recognized in the consolidated statements of operations and comprehensive loss.

Comparative Figures

A portion of depreciation expense for the three and six months ended June 30, 2023 has been stated as part of cost of revenue for $102 and $193 respectively. The consolidated statements of income and comprehensive income for the three and six months ended June 30, 2022 have been adjusted for $30 and $51 respectively for depreciation that was included in selling, general, and administrative expense. This amount has been reclassified to cost of revenue to conform to the current year presentation. The change in presentation had no effect on the reported results of operations and does not affect previously reported cash flows from operating activities in the consolidated statements of cash flows.

To better align with the way in which we measure and track our business, we have changed the categorization of products within our segmentation of revenue. A portion of the products in our Therapeutics segment were previously designated as instruments and trodes in our form 10Q for the period ending June 30, 2022. These products have since been renamed to be capital and consumables to better align with our other platforms and to provide a more consistent baseline for comparison of the product lines within. Capital refers to the devices we sell within our PulseVet®, Revo Squared®, and VetGuardian® product lines. Consumables continues to include our TRUFORMA® cartridges as it did last year and now includes our PulseVet trodes as well as our Assisi® products. There have been no changes to the overall sales numbers for our Diagnostics and Therapeutics segments, only the product names making up the total.

Segment Reporting

The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable segments. The Company’s reportable segments consist of Diagnostics and Therapeutics.

Cash and Cash Equivalents

The Company considers all highly liquid securities with an original maturity of three months or less to be cash equivalents.

Investment Securities

Our investment securities, which are comprised of corporate bonds/notes and US treasuries, are accounted for in accordance with ASC 320, “Investments – Debt and Equity Securities” (“ASC 320”). The company considers all of its securities for which there is a determinable fair market value, and there are no restrictions on the Company’s ability to sell within the next twelve months, as available for sale. We classify these securities as both current and non-current depending on their time to maturity. Available-for-sale securities are carried at fair value, with unrealized gains and losses reported as a component of shareholders’ equity.


Accounts Receivable and Allowance for Credit Losses

Accounts receivable are recorded net of an allowance for credit losses and have payment terms of 30 days. Our policy for determining the allowance is based on factors that affect collectability, including: (a) historical trends of write-offs, recoveries, and credit losses; (b) the credit quality of our customers; and (c) projected economic and market conditions. As of June 30, 2023, our allowance was $66  and was recorded net in trade receivables. While we believe that our allowance for credit losses is adequate and represents our best estimate

8

Table of Contents

Zomedica Corp.
Notes to the Consolidated Financial Statements
(United States Dollars in Thousands)

as of June 30, 2023, we continue to closely monitor customer liquidity and industry and economic conditions, which may result in changes to these estimates.

Inventories

Inventories are stated at the lower of cost or net realizable value. The Company utilizes the specific identification and First in, First out ("FIFO") method to track inventory costs. The Company records reserves, when necessary, to reduce the carrying value of inventory to its net realizable value. Management considers forecast demand in relation to the inventory on hand, competitiveness of product offerings, market conditions and product life cycles when determining excess and obsolescence and net realizable value adjustments. At the point of loss recognition, a new, lower-cost basis for that inventory is established, and any subsequent improvements in facts and circumstances do not result in the restoration or increase in that newly established cost basis.

Property and Equipment

Property and equipment are carried at historical cost less accumulated depreciation and any accumulated impairment losses. Property and equipment acquired in a business combination are recorded at fair value as of the date of acquisition. Maintenance and repair expenditures that do not improve or extend the life are expensed in the period incurred.

Depreciation is recognized so as to write off the cost less their residual values over their useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each year, with the effect of any changes in estimate accounted for on a prospective basis.

An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.

Intangible Assets

Expenditures related to the planning and operation of the Company’s website are expensed as incurred. Expenditures related to the website application and infrastructure development are capitalized and amortized over the website’s estimated useful life.

Costs related to acquired customer relationships, developed technology, licenses, trademarks, and tradenames have been capitalized and amortized over the estimated useful life.

Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortization and accumulated impairment losses. Amortization is recognized on a straight-line basis over their estimated useful lives. The estimated useful lives and amortization methods are reviewed at the end of each year, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment when events or circumstances indicate that the carrying value of an asset may not be recoverable. For assets that are to be held and used, impairment is recognized when the sum of estimated undiscounted future cash flows associated with the asset or group of assets is less than its carrying value. If impairment exists, an adjustment is made to write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and fair value.


Revenue Recognition

The Company enters into agreements which may contain multiple promises where customers purchase products, services, or a combination thereof. Determining whether products and services are considered distinct performance obligations that should be accounted for separately requires judgment. We determine the transaction price for a contract based on the total consideration we expect to receive in exchange for the transferred goods or services.

9

Table of Contents

Zomedica Corp.
Notes to the Consolidated Financial Statements
(United States Dollars in Thousands)

The Company allocates revenue to each performance obligation in proportion to the relative standalone selling prices and recognizes revenue when control of the related goods or services is transferred for each obligation. We utilize the observable standalone selling price when available, which represents the price charged for the performance obligation when sold separately.

The Company's contracts with customers are generally comprised of purchase orders for the sale of the point of care instrument, consumable products, and extended warranties, or some variation thereof. The instrument and consumables each represent a single performance obligation when sold separately, that is satisfied at a point in time upon transfer of control of the product to the customer which is typically upon receipt of the goods by the customer. The extended warranties are also a separate performance obligation, whereby revenue is recognized over time.

The nature of the Company’s PulseVet® business gives rise to variable consideration, including discounts and applicator (“trode”) returns for refurbishment. Credits are issued for unused shocks on returned trodes, which can be used toward the purchase of replacement trodes. Discounts and the estimated unused shock credits decrease the transaction price, which reduces revenue. Variable consideration related to unused shock credits is estimated using the expected value method, which estimates the amount that is expected to be earned. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Estimates of variable consideration are based upon historical experience and known trends. These estimated credits are nonrefundable and may only be used towards the purchase of future trode refurbishments. This practice encourages refurbishment purchase prior to complete utilization of the previous trode, so the customer will always have a trode on hand with ample capacity to perform treatments.

At times the Company receives consideration prior to when the performance obligation is completed, giving rise to a contract liability. Sales are recorded net of sales tax. Sales tax is charged on sales to end users and remitted to the appropriate state authority.

Disaggregated revenue for the three and six months ended June 30, 2023 and 2022 is as follows:

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Diagnostics

Therapeutics

Consolidated

Diagnostics

Therapeutics

Consolidated

  

2023

  

2022

  

2023

  

2022

  

2023

  

2022

  

2023

  

2022

  

2023

  

2022

  

2023

  

2022

Capital

$

67

$

-

$

1,892

$

1,543

$

1,959

$

1,543

$

284

$

-

$

3,386

$

3,102

$

3,670

$

3,102

Consumables

182

92

3,850

2,579

4,032

2,671

364

148

7,416

4,680

7,780

4,828

Other (e.g., warranty and repairs)

-

-

29

32

29

32

-

-

52

67

52

67

Total revenue

$

249

$

92

$

5,771

$

4,154

$

6,020

$

4,246

$

648

$

148

$

10,854

$

7,849

$

11,502

$

7,997


Cost of Revenue

Cost of goods sold consists of overhead, materials, labor, and shipping costs incurred internally to produce and receive the products. Shipping and handling costs incurred by the Company are included in cost of revenue.

Research and Development


Research and development costs related to continued research and development programs are expensed as incurred.

Stock-based Compensation

The Company calculates stock-based compensation using the fair value method, under which the fair value of the options at the grant date is calculated using the Black-Scholes Option Pricing Model, and subsequently expensed over the vesting period of the option using the graded vesting method. The provisions of the Company’s stock-based compensation plans do not require the Company to settle any options by transferring cash or other assets, and therefore the Company classifies the awards as equity. Stock-based compensation expense recognized during the period is based on the value of stock-based payment awards that are ultimately expected to vest.

The Company estimates forfeitures at the time of grant and revises the estimate, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

10

Table of Contents

Zomedica Corp.
Notes to the Consolidated Financial Statements
(United States Dollars in Thousands)

Income Taxes

The Company accounts for income taxes in accordance with ASC 740, Income Taxes, on a tax jurisdictional basis. The Company files income tax returns in Canada and the province of Alberta and its subsidiaries file income tax returns in the United States and various states, including in Michigan where the Company’s headquarters are located.

Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the tax basis of assets and liabilities and their financial statement reported amounts using enacted tax rates and laws in effect in the year in which the differences are expected to reverse. A valuation allowance is provided against deferred tax assets when it is determined to be more likely than not that the deferred tax asset will not be realized.

The Company assesses the likelihood of the financial statement effect of an uncertain tax position that should be recognized when it is more likely than not that the position will be sustained upon examination by a taxing authority based on the technical merits of the tax position, circumstances, and information available as of the reporting date. The Company is subject to examination by taxing authorities in the United States, Canada, Japan, and Switzerland. The Company recognizes tax-related interest and penalties, if any, as a component separate from income tax expense.

Comprehensive Loss

The Company follows ASC topic 220. This statement establishes standards for reporting and display of comprehensive (loss) income and its components. Comprehensive loss is net loss plus certain items that are recorded directly to shareholders’ equity. The Company has recorded a currency translation adjustment associated with its Japanese subsidiary.

Loss Per Share


Basic loss per share (“EPS”) is computed by dividing the loss attributable to common shareholders by the weighted average number of common shares outstanding. Diluted EPS reflects the potential dilution that could occur from common shares issuable through the exercise or conversion of stock options, restricted stock awards, warrants and convertible securities. In certain circumstances, the conversion of options is excluded from diluted EPS if the effect of such inclusion would be anti-dilutive.

4. Critical Accounting Judgments and Key Sources of Estimation Uncertainty

The preparation of financial statements in accordance with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and further periods if the review affects both current and future periods.

Critical areas of estimation and judgements in applying accounting policies include the following:

Intangible Assets and Business Combinations

Assets acquired and liabilities assumed as part of a business combination are recognized at their acquisition date fair values. In determining these fair values, we utilize various forms of the income, cost, and market approaches depending on the asset or liability being valued.

We use a discounted cash flow model to measure the customer relationship, developed technology, license, trademark, and tradename assets. The estimation of fair value requires significant judgment related to future net cash flows based on assumptions related to revenue and EBITDA growth rates, discount rates, and attrition factors. Inputs are generally determined by taking into account competitive trends, market comparisons, independent appraisals, and historical data, among other factors, and are supplemented by current and anticipated market conditions.

11

Table of Contents

Zomedica Corp.
Notes to the Consolidated Financial Statements
(United States Dollars in Thousands)

Impairment Testing

We evaluate goodwill for impairment annually or more frequently when an event occurs or circumstances change indicating the carrying value may not be recoverable. When testing goodwill for impairment, we may first assess qualitative factors to determine if it is more likely than not the carrying value of a reporting unit exceeds its estimated fair value. During a qualitative analysis, we consider the impact of changes, if any, to the following factors: macroeconomic, industry and market factors; cost factors; changes in overall financial performance; and any other relevant events and uncertainties impacting a reporting unit. If our qualitative assessment indicates a goodwill impairment is more likely than not, we perform additional quantitative analyses. We may also elect to skip the qualitative testing and proceed directly to the quantitative testing. For reporting units where a quantitative analysis is performed, we perform a test measuring the fair values of the reporting units and comparing them to their aggregate carrying values, including goodwill. If the fair value is less than the carrying value of the reporting unit, an impairment is recognized for the difference, up to the carrying amount of goodwill.

We estimate the fair values of our reporting units using a discounted cash flow method or a weighted combination of discounted cash flows and a market-based method. The discounted cash flow method includes assumptions about a wide variety of internal and external factors. Significant assumptions used in the discounted cash flow method include financial projections of free cash flow, including revenue trends, medical costs trends, operating productivity, income taxes and capital levels; long-term growth rates for determining terminal value beyond the discretely forecasted periods; and discount rates. Financial projections and long-term growth rates used for our reporting units will be consistent with, and use inputs from, our internal long-term business plan and strategies.

Discount rates will be determined for each reporting unit and include consideration of the implied risk inherent in their forecasts. Our most significant estimate in the discount rate determinations involves our adjustments to the peer company weighted average costs of capital reflecting reporting unit-specific factors. We do not make any adjustments to decrease a discount rate below the calculated peer company weighted average cost of capital for any reporting unit. Company-specific adjustments to discount rates are subjective and thus are difficult to measure with certainty.

The passage of time and the availability of additional information regarding areas of uncertainty with respect to the reporting units’ operations could cause these assumptions to change in the future. Additionally, as part of our quantitative impairment testing, we perform various sensitivity analyses on certain key assumptions, such as discount rates, cash flow projections, and peer company multiples to analyze the potential for a material impact. The market-based method requires determination of an appropriate peer group whose securities are traded on an active market. The peer group is used to derive market multiples to estimate fair value.

Valuation and Payback of Property and Equipment

Diagnostic based TRUFORMA® capital is placed in fixed assets once purchased or manufactured, where they remain, undepreciated, until they are placed with our customers under the agreement that they will repeatedly purchase consumables or services which are utilized within. Each instance of this placed capital represents an asset that we own. An estimate is made of the anticipated future revenue over its respective life which is ten years. If the payback period of the initial investment in the asset is less than the ten-year life of the asset, we conclude that the assets have been properly recorded, and no write-down is necessary. We rely on third-party data that considers various data points and assumptions, including, but not limited to, the expected volume of consumables which will be sold, anticipated growth rates, and anticipated placements. Realization of the anticipated revenue is dependent on the current assumptions and forecasted models.

Revenue Recognition and Liabilities Due to Customers

The nature of the Company’s business gives rise to variable consideration, including discounts and applicator (“trode”) returns for refurbishment. Credits are issued for unused shocks on returned trodes, which can be used toward the purchase of replacement trodes. Discounts and the estimated unused shock credits decrease the transaction price, which reduces revenue. Variable consideration related to unused shock credits is estimated using the expected value method, which estimates the amount that is expected to be earned. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Estimates of variable consideration are estimated based upon historical experience and known trends. These estimated credits are non-refundable and may only be used towards the purchase of future trode refurbishments. This practice encourages refurbishment purchase prior to complete utilization of the previous trode, so the customer will always have a trode at hand with ample capacity to perform treatments.

12

Table of Contents

Zomedica Corp.
Notes to the Consolidated Financial Statements
(United States Dollars in Thousands)

5. Investment Securities

The following represents the Company’s investment securities as of June 30, 2023 (in thousands):

Acquisition
Cost

Accretion /
(Amortization)

Unrealized
Gain / (Loss)

Estimated
Fair Value

Commercial paper

$

16,772

$

535

$

(12)

$

17,295

Corporate notes / bonds

39,204

408

(392)

39,220

Debt security

2,750

-

-

2,750

U.S. treasuries

12,639

177

(127)

12,689

U.S. govt. agencies

42,549

194

(255)

42,488

Money market funds

25,310

-

-

25,310

Total investment securities

$

139,224

$

1,314

$

(786)

$

139,752

Accretion / (amortization) refers to the discounts and premiums incurred on bonds and notes purchased and are included within interest income on our consolidated income statement.

Accrued interest receivable related to the above investment securities amounted to $771 and is included within Other Receivables on our consolidated balance sheets.

Contractual maturities of investment securities as of June 30, 2023 are as follows (in thousands):

Acquisition
Cost

Estimated
Fair Value

Original maturities of 90 days or less

$

25,310

$

25,310

Original maturities of 91-365 days

101,877

102,522

Original maturities of 366+ days

12,037

11,920

Total investment securities

$

139,224

$

139,752

6. Fair Value Measurements

In accordance with FASB ASC 820, “Fair Value Measurements and Disclosures,” (“ASC 820”), the Company measures its cash and cash equivalents and investments at fair value on a recurring basis. The company also measures certain assets and liabilities at fair value on a non-recurring basis when applying acquisition accounting.

ASC Topic 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.

As a basis for considering such assumptions, ASC Topic 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1:

Observable inputs that reflect quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2:

Observable inputs other than quoted prices included in Level 1 for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

Level 3:

Unobservable data points for the assets or liability, and include situations where there is little, if any, market activity for the asset or liability. Valuations based on inputs that are unobservable and involve management judgement and the reporting entity’s own assumptions about market participants and pricing.

Cash and cash equivalents, accounts receivable, and accounts payable: The carrying amount of these assets approximate fair value due to the short maturity of these instruments. Cash and cash equivalents include marketable securities with an original maturity within 90 days.

13

Table of Contents

Zomedica Corp.
Notes to the Consolidated Financial Statements
(United States Dollars in Thousands)

Available-for-sale securities: The Company classifies marketable securities and other highly liquid investments, with a maturity of greater than three months and that can be readily purchased or sold using established markets, as available-for-sale. These investments are reported at fair value on the Company’s consolidated balance sheets and unrealized gains and losses are reported as a component of shareholders’ equity.

Earnout liability: The Company has reported the fair value of the earnout liability within other liabilities on the consolidated balance sheet. See footnote 7 for additional details.

Included within these available-for-sale securities are $2,750 in convertible notes associated with Structured Monitoring Products, Inc.’s (“SMP”) VetGuardian® line. There were no unrealized gains or losses recorded and no impairments recognized as of June 30, 2023.

In accordance with the fair value hierarchy described above, the following table shows the fair value of our investments as of June 30, 2023:

Level 1

Level 2

Level 3

Estimated
Fair Value

Commercial paper

$

-

$

17,295

$

-

$

17,295

Corporate notes / bonds

-

39,220

-

39,220

Debt security

-

-

2,750

2,750

U.S. treasuries

12,689

-

-

12,689

U.S. govt. agencies

42,488

-

-

42,488

Money market funds

25,310

-

-

25,310

Total investment securities

$

80,487

$

56,515

$

2,750

$

139,752

The following table shows these same investments and their respective balance sheet classifications:

Cash &
Cash Equiv.

Available-
For-Sale
(Current)

Available-
For-Sale
(Non-Current)

Estimated
Fair Value

Commercial paper

$

-

$

17,295

$

-

$

17,295

Corporate notes / bonds

-

37,928

1,292

39,220

Debt security

-

-

2,750

2,750

U.S. treasuries

-

10,740

1,949

12,689

U.S. govt. agencies

-

36,559

5,929

42,488

Money market funds

25,310

-

-

25,310

Total investment securities

$

25,310

$

102,522

$

11,920

$

139,752

Unrealized gains on our investments have not been recorded into income as we do not intend to sell nor is it more likely than not that we will be required to sell these investments prior to recovery of their amortized cost basis. The decline in fair value of our debt securities is largely due to the rising interest rate environment driven by current market conditions that have resulted in higher credit spreads. The credit ratings associated with our debt securities are mostly unchanged, are highly rated, and the debtors continue to make timely principal and interest payments. As a result, there were no credit or non-credit impairment charges recorded through June 30, 2023.

7. Business Combinations

All of the Company’s acquisitions of businesses have been accounted for under ASC 805, Business Combinations. Accordingly, the assets of the acquired companies reflect the fair values and have been included in the Company’s Condensed Financial Statements from their respective dates of acquisition.

The results of operations of Pulse Veterinary Technologies, LLC, Revo Squared LLC, and Assisi Animal Health, LLC have been included in the Company’s Condensed Financial Statements since the dates of acquisition on October 1, 2021, June 14, 2022, and July 15, 2022, respectively.

14

Table of Contents

Zomedica Corp.
Notes to the Consolidated Financial Statements
(United States Dollars in Thousands)

2022 Acquisitions

Asset Purchase Agreement with Assisi Animal Health LLC

On July 15, 2022, Zomedica Corp. and its wholly owned subsidiary Zomedica Inc. entered into an Asset Purchase Agreement with Assisi Animal Health LLC (“Assisi”), its wholly owned subsidiary, AAH Holdings LLC, and certain of Assisi’s members (collectively the “Seller”) pursuant to which Zomedica Inc. agreed to acquire substantially all of the assets related to the Assisi® product lines. The Sellers were in the business of developing, manufacturing, marketing, distributing and selling animal health products which use targeted Pulsed Electromagnetic Field (PEMF) therapy to decrease pain and inflammation, accelerate healing, and reduce anxiety that include the Assisi Loop®, Assisi Loop Lounge®, Assisi DentaLoop® and Calmer Canine® product lines.

Zomedica Inc. paid Assisi a purchase price of $18,293 in cash, which was subject to adjustments based on, among other things, the value of Assisi’s inventory and prepaid expenses at the closing of the acquisition. A portion of the purchase price ($1,400) was deposited into a third-party escrow account to support AAH Holdings LLC and certain of Assisi’s members’ indemnification obligation under the Purchase Agreement, of which $500 was released and $900 will be distributed to Assisi on the 18-month anniversary of the Closing Date, respectively, less the amount of prior or pending indemnification claims. The Company also issued to Assisi a ten-year warrant to purchase an aggregate of 22,000,000 of the Company’s common shares at a per share exercise price equal to $0.252. The warrants may be exercised on a cash or cashless basis, at the election of the warrant holder.

As a result of total consideration exceeding the preliminary fair value of the net assets acquired, goodwill in the amount of $14,329 was recorded in connection with this acquisition, which will be deductible for US tax purposes. The goodwill largely results from our ability to market and sell their respective products and services through our established customer base.

The Company made a preliminary allocation of the purchase price for Assisi’s asset base based on its understanding of the fair value of the acquired assets and assumed liabilities. As the Company continues to obtain additional information about these assets and liabilities, including intangible asset appraisals, inventory valuation, and accrued expenses, and continues to integrate the newly acquired business, the Company will refine the estimates of fair value and more accurately allocate the purchase price. Only items identified as of the acquisition date are considered for subsequent adjustment. The Company will continue to make required adjustments to the purchase price allocation prior to the completion of the acquisition period.

15

Table of Contents

Zomedica Corp.
Notes to the Consolidated Financial Statements
(United States Dollars in Thousands)

The following table summarizes the preliminary acquisition date fair values of the assets acquired and liabilities assumed and subsequent initial period adjustments:

    

Initial

    

Measurement

    

Allocation of

Period

Updated

    

Consideration

    

Adjustments

    

Allocation

Inventory, net

$

220

$

$

220

Prepaid expenses and deposits

 

271

 

 

271

Other receivables

406

(206)

200

Right of use asset

260

260

Intangible Assets (estimated useful life)

 

E-commerce technology (2 years)

 

200

 

 

200

Trade name (5 years)

 

300

 

 

300

Developed technology (10 years)

 

4,500

 

 

4,500

Customer relationships (19 years)

 

2,800

 

 

2,800

Total assets acquired

 

8,697

 

54

 

8,751

Current portion of lease obligations

 

49

 

49

Non current portion of lease obligations

 

211

 

211

Other non current liabilities

45

 

 

45

Total liabilities assumed

 

45

 

260

 

305

Net assets acquired, excluding goodwill

 

8,652

 

(206)

 

8,446

Goodwill

 

14,329

 

206

 

14,535

Net assets acquired

$

22,981

$

$

22,981

Purchase price consideration was made up of the following:

Cash

$

18,293

Fair value of warrants

$

4,688

Total

$

22,981

The determination of the final purchase price allocation to specific assets and liabilities assumed is incomplete. The purchase price allocation may change in future periods as the fair value estimates of the assets (including intangibles) and liabilities are adjusted.

The following table provides unaudited proforma financial information, prepared in accordance with Topic 805, for the three and six months ended June 30, 2023 and 2022, as if Assisi had been acquired as of January 1, 2022. Proforma results do not include the effect of any synergies anticipated to be achieved from the acquisition, and accordingly, are not necessarily indicative of the results that would have occurred if the acquisition had occurred on the date indicated or that may result in the future.

For the Three Months Ended June 30,

For the Six Months Ended June 30,

2023

2022

    

2023

2022

Net Revenue

$

6,020

$

5,542

$

11,502

$

10,595

Net Losses

$

(5,249)

$

(5,330)

$

(11,634)

$

(9,849)

16

Table of Contents

Zomedica Corp.
Notes to the Consolidated Financial Statements
(United States Dollars in Thousands)

The proforma amounts have been calculated by including the results of Assisi, and adjusting the combined results to give effect to the following, as if the acquisitions had been consummated on January 1, 2022, together with the consequential tax effects thereon:

For the Three Months Ended June 30,

For the Six Months Ended June 30,

2023

2022

    

2023

2022

Adjustments to net revenues

Assisi preacquisition revenues

$

-

$

1,296

$

-

$

2,598

Adjustments to net income

Assisi preacquisition net losses

$

-

$

(57)

$

-

$

(639)

Asset Purchase Agreement with Revo Squared LLC


On June 14, 2022, Zomedica Corp. and its wholly owned subsidiary Zomedica Inc. entered into an Asset Purchase Agreement with Revo Squared LLC (“Revo Squared”) and its majority member pursuant to which Zomedica Inc. agreed to acquire substantially all of the assets of Revo Squared. Revo Squared, based in Marietta, Georgia, was in the business of developing, manufacturing, marketing, distributing, and selling diagnostic imaging products and services for use in animal health, including its SuperView™, Sonoview™ Color ultrasound, Sonoview Mini/Mini Plus ultrasound, and Microview™ product offerings.

On July 1, 2022, the parties consummated the acquisition. At the closing, Zomedica Inc. paid Revo Squared a base purchase price of $6,011 in cash, which was subject to adjustments based on the amount of Revo Squared’s working capital at the closing. On this date, $500 of the purchase price was deposited into a third-party escrow account for a period of fifteen months to support Revo Squared’s indemnification obligation under the Purchase Agreement. The Company also issued to Revo Squared a ten-year warrant to purchase an aggregate of 10,000,000 of the Company’s common shares at a per share exercise price equal to $0.2201. The warrants may be exercised on a cash or cashless basis, at the election of the warrant holder.

In addition, Zomedica Inc. has agreed to pay Revo Squared aggregate earn-out payments of up to $4,000 based on the achievement of milestones related to future net sales from Revo Squared Products. One-time earn-out payments of $2,000 each will be payable upon net sales from Revo Squared Products exceeding $5,000 and $10,000 during any calendar year ending on or prior to December 31, 2027. The fair value of the earnout liability was adjusted from $2,000 to $1,500 at December 31, 2022. Fair value of the earnout was determined using Level 3 inputs.

As a result of total consideration exceeding the preliminary fair value of the net assets acquired, goodwill in the amount of $6,528 was recorded in connection with this acquisition, which will be deductible for US tax purposes. The goodwill largely results from our ability to market and sell their respective products and services through our established customer base.

The Company made a preliminary allocation of the purchase price for Revo Squared’s asset base based on its understanding of the fair value of the acquired assets and assumed liabilities. As the Company continues to obtain additional information about these assets and liabilities, including intangible asset appraisals, inventory valuation, and accrued expenses, and continues to integrate the newly acquired business, the Company will refine the estimates of fair value and more accurately allocate the purchase price. Only items identified as of the acquisition date are considered for subsequent adjustment. The Company will continue to make required adjustments to the purchase price allocation prior to the completion of the acquisition period.

17

Table of Contents

Zomedica Corp.
Notes to the Consolidated Financial Statements
(United States Dollars in Thousands)

The following table summarizes the preliminary acquisition date fair values of the assets acquired and liabilities assumed and subsequent initial period adjustments:

    

Initial

    

Measurement

    

Allocation of

Period

Updated

    

Consideration

    

Adjustments

    

Allocation

Trade receivables, net

$

8

$

$

8

Prepaid expenses and deposits

 

10

 

 

10

Intangible Assets (estimated useful life)

 

Trade name (5 years)

 

200

 

 

200

Developed technology (10 years)

 

2,300

 

 

2,300

Customer relationships (16 years)

 

1,200

 

 

1,200

Total assets acquired

 

3,718

 

 

3,718

Earnout liabilities

 

2,458

 

(458)

 

2,000

Total liabilities assumed

 

2,458

 

(458)

 

2,000

Net assets acquired, excluding goodwill

 

1,260

 

458

 

1,718

Goodwill

 

6,528

 

(458)

 

6,070

Net assets acquired

$

7,788

$

$

7,788

Purchase price consideration was made up of the following:

Cash

$

6,011

Fair value of warrants

1,777

Total

$

7,788

The determination of the final purchase price allocation to specific assets and liabilities assumed is incomplete. The purchase price allocation may change in future periods as the fair value estimates of the assets (including intangibles) and liabilities are adjusted.

8. Inventory

Inventory details are as follows:

June 30, 2023

December 31, 2022

Diagnostics

    

Therapeutics

    

Consolidated

    

Diagnostics

    

Therapeutics

    

Consolidated

Raw Materials

$

1

$

2,210

$

2,211

$

$

1,685

$

1,685

Finished Goods

 

339

 

342

 

681

 

 

182

 

182

Purchased Inventory

 

287

 

488

 

775

 

139

 

780

 

919

Total

 

627

 

3,040

 

3,667

 

139

 

2,647

 

2,786

Reserves

 

(11)

 

(22)

 

(33)

 

(18)

 

(22)

 

(40)

Net inventory

$

616

$

3,018

$

3,634

$

121

$

2,625

$

2,746

18

Table of Contents

Zomedica Corp.
Notes to the Consolidated Financial Statements
(United States Dollars in Thousands)

9. Prepaid Expenses and Deposits

    

June 30, 

    

December 31, 

2023

2022

Deposits

$

2,668

$

1,886

Prepaid marketing

 

109

 

114

Prepaid insurance

 

574

 

614

Prepaid taxes

 

 

753

Other

 

337

 

620

Total prepaid expenses and deposits

$

3,688

$

3,987


10. Property and Equipment

    

June 30, 

    

December 31, 

2023

2022

Machinery and office equipment

$

7,209

$

6,487

Furniture and equipment

 

120

 

111

Laboratory equipment

 

337

 

249

Leasehold improvements

 

1,239

 

1,239

 

8,905

 

8,086

Accumulated depreciation and amortization

 

1,614

 

1,277

Net property and equipment

$

7,291

$

6,809

Depreciation expense for the six months ended June 30, 2023 and 2022 was $340 and $161, respectively.

11. Intangible Assets

    

June 30, 

    

December 31, 

2023

2022

Computer software

$

1,635

$

350

Customer relationships

 

26,651

 

26,651

Licenses

 

7,479

 

-

Technology

 

15,650

 

15,650

Trademarks

 

16

 

16

Tradename

 

2,850

 

2,850

Website

 

962

 

962

 

55,243

 

46,479

Accumulated amortization

 

7,172

 

4,680

Net intangibles

$

48,071

$

41,799

19

Table of Contents

Zomedica Corp.
Notes to the Consolidated Financial Statements
(United States Dollars in Thousands)

Included within intangibles are Qorvo related licenses of $7,479 comprised of a one-time license fee of $4,000 that was paid on the effective date of the agreement and the discounted value of an obligation to make a second $4,000 payment upon completion of the installation qualification process for a cartridge production line. The liability associated with the second payment is being recorded in the “Liability Due to Qorvo” line in our Condensed Consolidated Balance Sheets.

The estimated future amortization of intangible assets is as follows:

2023

    

$

2,647

2024

 

5,243

2025

 

5,080

2026

 

4,637

2027 and beyond

 

30,464

Total

$

48,071

Amortization expense for the six months ended June 30, 2023 and 2022 was $2,492 and $1,495, respectively.

12. Leases

On February 1, 2021 the Company downsized its office space and modified its existing lease with Wickfield Phoenix LLC. The new lease period was for forty-eight months, commencing on February 1, 2021 and ending on January 31, 2025 with a monthly rent payment of $12 for the first two months and escalating to $31 over the lease period. The carrying value of the right of use asset was $1,258 upon modification using the Company's incremental borrowing rate of 3.95%. During the period ending March 31, 2021 the Company recorded a gain on right-of-use asset of $24 in the consolidated statements of comprehensive loss.

On September 15, 2021, the Company entered into an additional lease with Wickfield Phoenix LLC for warehousing space. The new lease period is for forty-one months, commencing on September 15, 2021, and ending on January 31, 2025, with a monthly rent payment of $5 for the first month and escalating to $10 over the lease period. The Company recorded a right-of-use asset and corresponding lease liability for $366 using the Company's incremental borrowing rate of 3.95%.

On April 1, 2022, the Company entered into an agreement with ULF Northfield Business Center LLC to lease 12,400 square feet of office and warehouse space. The lease period is for sixty-one months beginning on April 1, 2022, with a monthly rent payment of $9 for the first twelve months and escalating to $11 per month over the lease period. The Company recorded a right-of-use asset and corresponding lease liability for $546 using an incremental borrowing rate of 3.95%.

On July 1, 2022, as part of the Revo Squared Purchase, the Company assumed an agreement with Lebow 1031 Legacy, LLC to lease 4,626 square feet of office space. The remaining lease period assumed at the time of the agreement is for eighteen months beginning on July 1, 2022 and lasting through December of 2023. The lease has a monthly rent payment of $4 per month over the lease period. The Company recorded a right-of-use asset and corresponding lease liability for $67 using an incremental borrowing rate of 7.00%.

On July 15, 2022, as part of the Assisi asset purchase agreement, the Company assumed a license agreement pursuant to a lease agreement between The Wheelership LLC and The Realty Associates Fund XII portfolio, L.P., whereby Assisi sublet 5,185 square feet of warehousing space. The remaining lease period assumed at the time of the agreement is for fifty-two months beginning on August 16, 2022 and lasts through November of 2026. The lease has a rent payment of $4 for the first month and escalates to $6 per month over the lease period. The Company recorded a right-of-use asset and corresponding lease liability for $260 using an incremental borrowing rate of 7.00%.

On May 10, 2023, the Company amended the lease agreement with ULF Northfield Business Center LLC to expand the lease by 6,000 square feet, to a total of 18,400 square feet, and extend the lease term from the date ending April 30, 2027 to sixty months after the earlier of the date on which the landlord delivers the expanded premises to the Company or December 1, 2023. The expanded premises has not yet been delivered to the Company, but upon delivery, the rent will increase to $16 for the first month and escalate over the course of the lease to $22 per month in the final year.

20

Table of Contents

Zomedica Corp.
Notes to the Consolidated Financial Statements
(United States Dollars in Thousands)

For the three and six months ended June 30, 2023, the Company recognized $213 and $412 in rent expense inclusive of common area maintenance (CAM) charges, insurance, and tax with $23 and $41 recorded into cost of revenue, $66 and $106 recorded in research and development expenses, and $124 and $265 recorded in general and administrative expense in the consolidated statements of comprehensive loss.

For the three and six months ended June 30, 2022, the Company recognized $179 and $331 in rent expense inclusive of common area maintenance (CAM) charges, insurance, and tax with $18 and $34 recorded in research and development expenses, and $161 and $297 recorded in general and administrative expense in the consolidated statements of comprehensive loss. We did not transfer any of the rent to cost of revenue in 2022.

June 30, 

December 31, 

    

2023

2022

Right-of-use asset

    

    

    

    

    

Cost

 

  

 

  

Aggregate lease commitments

$

2,759

$

2,759

Less: impact of present value

 

(262)

(262)

Balance

$

2,497

$

2,497

Reduction in right-of-use asset

 

  

  

Straight line amortization

 

1,292

946

Interest

 

(150)

(114)

Balance

$

1,142

$

832

Net book value as at:

Balance

$

1,355

$

1,665

Lease liabilities

Additions

$

2,520

$

2,520

Payments

 

(1,248)

(896)

Interest

 

150

114

Total lease liabilities

$

1,422

$

1,738

Current portion of lease liabilities

 

641

641

Long term portion of lease liabilities

 

781

1,097

Total lease liabilities

$

1,422

$

1,738

Total remaining undiscounted lease liabilities related to the above lease are as follows:

    

2023

$

354

2024

 

679

2025

 

237

2026

197

2027

44

Total lease payments

$

1,511

Less imputed interest

89

Total

$

1,422

21

Table of Contents

Zomedica Corp.
Notes to the Consolidated Financial Statements
(United States Dollars in Thousands)

Our weighted-average remaining lease term and discount rate are as follows:

Six Months Ended
June 30, 2023

Weighted-average remaining lease term

2.5 years

Weighted-average discount rate

4.5%

13. Stock-Based Compensation

During the three and six months ended June 30, 2023, the Company issued 1,455,000 and 8,165,000 stock options to purchase an aggregate of 1,455,000 and 8,165,000 common shares. These options also vest over a period of four years and have an expiration period of 10 years.

During the three and six months ended June 30, 2022, the Company issued 6,575,000 and 21,000,000 stock options to purchase an aggregate of 6,575,000 and 21,000,000 common shares. These options also vest over a period of four years and have an expiration period of 10 years.

The continuity of stock options are as follows:

Number of

Weighted Avg

Options

Exercise Price

Balance at December 31, 2022

    

84,112,443

    

$

0.3602

    

Stock options granted

 

8,165,000

0.1998

Stock options forfeited

 

2,095,000

0.3441

Vested stock options expired

 

727,500

1.1228

Balance at June 30, 2023

 

89,454,943

$

0.3397

Vested at June 30, 2023

 

30,045,224

$

0.3497

As of June 30, 2023, details of the issued and outstanding stock options are as follows:

Grant Year

Weighted Avg.
Exercise Price

Number of Options
Issued
 and Outstanding

Number of
Vested Options
Outstanding

Number of
Unvested Options
Outstanding

Weighted Avg.
Remaining Life
Outstanding
(Years)

2020

0.22

17,137,724

15,938,974

1,198,750

2.45

2021

 

0.66

 

20,050,000

 

6,900,000

 

13,150,000

 

3.12

2022

 

0.27

 

44,142,219

 

7,206,250

 

36,935,969

 

4.07

2023

 

0.24

 

8,125,000

 

 

8,125,000

 

4.73

Balance at June 30, 2023

 

 

89,454,943

 

30,045,224

 

59,409,719

 

  

The Company calculates volatility of stock-based compensation using the historical price of the Company’s stock. An increase/decrease in the volatility would have resulted in an increase/decrease in the fair value of the options.

The fair value of options granted during the three months ended June 30, 2023 and the twelve months ended December 31, 2022 were estimated using the Black-Scholes option pricing model to determine the fair value of options granted using the following assumptions:

Grant Year

  

Weighted Avg.
Volatility

  

Weighted Avg.
Risk-Free Int. Rate

  

Weighted Avg.
Expected Life
(In Years)

Weighted Avg.
Common Share Price

Weighted Avg.
Exercise Price

2020

96

%

0.47

%

9.53

$

0.21

$

0.22

2021

117

1.09

6.20

0.65

0.66

2022

112

3.10

5.91

0.26

0.27

2023

110

3.69

6.25

0.23

0.24

22

Table of Contents

Zomedica Corp.
Notes to the Consolidated Financial Statements
(United States Dollars in Thousands)

For the three months and six months ended June 30, 2023, the Company recorded $1,725 and $3,490 of stock-based expense. For the three months and six months ended June 30, 2022, the Company recorded $2,492 and $4,533 of stock-based expense.

14. Warrants

The Company values warrants issued in equity placements using the Black Scholes model to allocate the fair value of the proceeds from equity financings using a relative fair value approach. Like other stock-based compensation, management uses judgment to determine the inputs to the Black-Scholes option pricing model including the expected life, and underlying share price volatility. Changes in these assumptions will impact the calculation of fair value and the value attributed to the warrants. The Company calculates volatility of warrants based on the historical price of the Company’s stock. An increase/decrease in the volatility would have resulted in an increase/decrease in the fair value of the options.

In connection with the July 1, 2022 asset acquisition of Revo Squared, the Company issued a ten-year warrant to purchase 10,000,000 common shares at a per share exercise price equal to $0.2201. The warrants may be exercised on a cash or cashless basis, at the election of the warrant holder. As of June 30, 2023, no warrants have been exercised.

In connection with the July 15, 2022 asset acquisition of Assisi, the Company issued a ten-year warrant to purchase 22,000,000 common shares at a per share exercise price equal to $0.2520. The warrants may be exercised on a cash or cashless basis, at the election of the warrant holder. As of June 30, 2023, no warrants have been exercised.

As of June 30, 2023, details of the outstanding warrants were as follows:

    

    

    

Weighted 

Average

Exercise

Warrants 

 Remaining 

Original Issue date

 Price

Outstanding

Life

February 14, 2020 (Series A)

0.1500

197,917

1.62

April 9, 2020 (Series B)

0.1500

363,501

1.78

May 29, 2020 (Series C)

0.1500

-

-

July 7, 2020 (Series D)

0.1600

-

-

July 1, 2022 (Revo Squared)

0.2201

10,000,000

9.01

July 15, 2022 (Assisi)

0.2520

22,000,000

9.05

Balance at June 30, 2023

 

  

 

32,561,418

 

  


Cumulative warrants exercised and expired as of June 30, 2023 were as follows:

    

Warrants

    

    

    

Warrants

    

    

Warrant Series

Exercised

Amount

Expired

Amount

February 14, 2020 (Series A)

 

21,677,084

$

4,293

 

$

April 9, 2020 (Series B)

 

17,969,833

 

2,695

 

 

May 29, 2020 (Series C)

 

133,213,333

 

19,982

 

120,000

 

18

July 7, 2020 (Series D)

 

187,269,000

 

29,963

 

231,000

 

37

July 1, 2022 (Revo Squared)

 

 

 

 

July 15, 2022 (Assisi)

 

 

 

 

Total

 

360,129,250

$

56,933

 

351,000

$

55

15. Income Taxes

The Company is in an overall net deferred tax liability position as of June 30, 2023. Management has assessed that the future taxable income resulting from the deferred tax liability position will result in utilization of the Company’s US federal and state net operating loss carryforwards in future tax periods. The Company is in a net deferred tax asset position in Canada and a full valuation allowance against the Canada deferred tax assets remains necessary as a result of the historical losses and the uncertainty of realizing any future tax benefits related to the Canadian deferred tax assets.

23

Table of Contents

Zomedica Corp.
Notes to the Consolidated Financial Statements
(United States Dollars in Thousands)

16. Commitments and Contingencies

From time to time, the Company may be exposed to claims and legal actions in the normal course of business. As of June 30, 2023, and continuing as of August 10, 2023, the Company is not aware of any pending or threatened material litigation claims against the Company.

On May 10, 2018, the Company entered a Development, Commercialization and Exclusive Distribution Agreement. As part of the agreement, the Company is required to make the following future milestone payments:

1st payment: $3,500 in cash payment upon the achievement of future development milestones

2nd payment: $3,500 in equity, determined by dividing the amount due by the volume-weighted average price of the Company’s common stock on the NYSE American exchange over the 10 trading days prior to the achievement of the milestone event.

As of June 30, 2023, none of the future development milestones related to the above agreement have been met. The Company has assessed the probability of meeting the above milestones and has determined that an accrual is not necessary as of June 30, 2023 and December 31, 2022.

On January 17, 2023, the Company entered into a series of agreements with Qorvo Biotechnologies, LLC. Under the terms of these agreements, the Company has the obligation:

to purchase a minimum quantity of production and development cartridges for the period beginning on the date the parties entered into the agreements and ending on the earlier of the date Zomedica notifies Qorvo to stop production or December 31, 2024;

to purchase a minimum quantity of BAW Sensors commencing on the Transition Date and continuing as long as Zomedica has a license from Qorvo to manufacture the cartridges, subject to each party’s rights to early termination including Zomedica’s right to terminate at any time with 90 days prior written notice; and

to pay a royalty to Qorvo on the sale of cartridges after the Transition Date

17. Segment Information

The Company’s operations are comprised of two reportable segments:

Diagnostics, which consists of TRUFORMA®, VetGuardian®, and imaging products;

Therapeutics, which consists of Assisi® and PulseVet® products

The Company’s Chief Operating Decision Maker (CODM) is its Chief Executive Officer who has ultimate responsibility for enterprise decisions.

Although our reportable segments provide similar products, each one is managed separately to better align with the Company’s customers and distribution / development partners. The CODM determines resource allocation for, and monitors performance of, the consolidated enterprise, the Diagnostics segment, and the Therapeutics segment together. The CODM relies on internal segment reporting that analyzes results on certain key performance indicators, namely, revenues and gross profit. Costs below gross profit are not allocated to the segments.

24

Table of Contents

Zomedica Corp.
Notes to the Consolidated Financial Statements
(United States Dollars in Thousands)

The following is a reconciliation of consolidated revenue, cost of revenue, and gross profit amongst our reportable segments as of June 30, 2023:

    

Diagnostics

    

Therapeutics

    

Consolidated

    

Net revenue

$

648

$

10,854

$

11,502

Cost of revenue

 

744

 

2,875

 

3,619

Gross profit

$

(96)

$

7,979

$

7,883

18. Loss Per Share

For the Three Months Ended June 30, 

For the Six Months Ended June 30, 

    

2023

    

2022

    

2023

    

2022

Numerator

  

  

  

  

Net loss for the period

$

(5,249)

$

(5,273)

$

(11,634)

$

(9,210)

Charge to retained earnings for preferred share exchange

 

-

 

-

 

-

 

-

Loss attributable to common shareholders

(5,249)

(5,273)

(11,634)

(9,210)

Denominator

 

 

Weighted average shares - basic

 

979,949,668

979,899,668

979,949,668

979,899,668

Loss per share - basic and diluted

$

(0.005)

$

(0.005)

$

(0.012)

$

(0.009)

As of June 30, 2023, and 2022, the Company had stock options outstanding of 89,454,943 and 61,507,724 and warrants outstanding of 32,561,418 and 792,418. These securities could potentially dilute basic earnings per share in the future but were excluded from the computation of diluted loss per share in the periods presented, as their effect would be anti-dilutive.

19. Related Party Transaction

On March 1, 2022 we entered into a Consulting Agreement with Johnny Powers, a member of our Board. Pursuant to the Powers Agreement, Dr. Powers provides strategic consulting services to the Company and is entitled to $10 per month as compensation and reimbursement for authorized expenses. The Powers Agreement expired May 31, 2023.

20. Subsequent Events

None

25

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATION

(All amounts are expressed in thousands unless otherwise indicated)

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to help the reader understand the results of operations and financial condition of the Company. The Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated financial statements and notes thereto for the quarter ended June 30, 2023. This report contains forward-looking statements or forward-looking information (collectively, “forward-looking statements”) made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, as well as the safe harbor provisions of applicable Canadian securities legislation, that are based on management’s beliefs and assumptions and involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact.

Forward-looking statements can also be identified by words such as “future”, “anticipates”, “believes”, “projects”, “estimates”, “expects”, “intends”, “plans”, “predicts”, “will”, “should”, “would”, “could”, “can”, “may”, or similar terms. Forward-looking statements are not guarantees of future performance and Zomedica’s actual results may differ significantly from the results discussed in the forward-looking statements. Zomedica cautions that these statements are subject to numerous important risks, uncertainties, assumptions, and other factors, some of which are beyond Zomedica’s control. These risks could cause Zomedica’s actual results to differ materially from those expressed or implied by such forward-looking statements, including, among others, risks related to adverse macroeconomic conditions; changes in consumer confidence and spending in response to economic volatility; adverse consequences of the COVID-19 pandemic; our ability to develop and commercialize our products; our ability to integrate our acquisitions successfully into our business; supply chain disruptions that increase our costs and impair our ability to manufacture our products; our ability to attract and keep senior management and key scientific personnel; our ability to obtain and maintain intellectual property protection; our ability to maintain the listing of our common shares on the NYSE American exchange; the accuracy of our estimates regarding expenses, future revenues, and capital requirements; and the “Risk Factors” described in our Annual Report on Form 10-K for the year ended December 31, 2022, Form 10-Q for the quarter ended March 31, 2023, and in this report. The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with that may cause our actual results to differ from those anticipated in our forward-looking statements.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. We undertake no duty to update any of these forward-looking statements after the date of this Form 10-Q to conform our prior statements to actual results or revised expectations, except as required by applicable law.

Overview

We are a veterinary health company creating and marketing products for companion animals by focusing on the unmet needs of clinical veterinarians. Our mission is to enrich the lives of the animals we love and the people that care for them by providing products and technologies that improve patient care and enhance the economic health of veterinary practices. Our product portfolio includes innovative diagnostics and therapeutic medical devices that emphasize patient health and enhancing practice economics.

We currently have six discrete platforms in our product portfolio:

Diagnostic Products

-our TRUFORMA® platform, comprising point-of-care diagnostic products for disease states in dogs and cats, providing assays for use at the point-of-care that provide reference lab accuracy, thereby enabling practitioners to diagnose and treat diseases sooner;

-our TRUVIEWTM platform which consists of the TRUVIEW digital cystoscopy instrument providing microscopic images and related pathology services which enable practitioners to receive a Pathologist interpretation of the images;

26

-our Revo Squared® imaging platform, comprising diagnostic imaging products and services for use in animal health, including the SONOVIEW™ ultrasound system; and

-our VetGuardian® platform, which provides continuous wireless monitoring of pets’ vital signs and provides them remotely to veterinarian practice staff, along with alert messaging should the vital signs rise or fall out of range, to assist in rapidly diagnosing issues;


Therapeutic Products

-our world-leading PulseVet® platform, which provides for non-invasive electro-hydraulic shock wave treatment of a wide variety of conditions in horses and small animals, including osteoarthritis, tendon and ligament healing, bone healing, chronic pain relief and wound healing, to promote healing and reduce the need for surgery and/or medication; and
-our Assisi Loop® platform including a series of products that use targeted Pulsed Electromagnetic Field (tPEMF) therapy to decrease pain and inflammation and accelerate healing or reduce anxiety.

As a result of an internal strategic view, we have focused our development and commercialization efforts on our TRUFORMA®, Revo Squared®, VetGuardian, PulseVet, and Assisi Loop platforms. We believe this narrowed focus will enable us to capitalize on our core strengths and to accelerate the commercialization of these existing platforms.

For the foreseeable future, we expect to continue to incur losses, which we expect will begin to decrease from historical levels as we continue the commercialization of our TRUFORMA platform and recognize additional profits from the expansion of the Revo Squared, VetGuardian, PulseVet, and Assisi Loop products, our product development activities, and our sales and marketing activities.

Revenue

Our revenue consisted of consumables sold in the U.S associated with our TRUFORMA platform; capital and consumables sold in the U.S and internationally associated with our PulseVet platform; consumables sold in the U.S. and internationally associated with our Assisi products, capital associated with our Revo Squared products, and capital associated with our VetGuardian products.

Cost of Revenue

Cost of revenue consisted primarily of the cost of raw materials used in the assembly of PulseVet capital and consumables, the cost of TRUFORMA consumables purchased, and the cost of Assisi parts purchased and related sub-components. We expense all inventory obsolescence provisions related to normal manufacturing changes as cost of revenue.

Operating Expenses

The majority of our operating expenses have been for the selling, general and administrative activities related to general business activities, capital market activities, stock-based compensation, developing a commercial team and research and development activities related to our product development.

Research and Development Expense

All costs of research and development are expensed in the period in which they are incurred. Research and development costs primarily consist of salaries and related expenses for personnel, fees paid to consultants, outside service providers, professional services, travel costs and materials used in clinical trials and research and development.

Selling, General, and Administrative Expense

Selling, general, and administrative expense consists primarily of personnel costs, including salaries, related benefits and stock-based compensation for employees, consultants and directors. These expenses also include costs associated with sales and marketing activities, professional fees, and corporate administrative and overhead costs, including rent and other facilities costs, amortization, and depreciation.

27

U.S. Taxes

As of December 31, 2022, we had net operating loss carryforwards for U.S. federal and state income tax purposes of $32,456 and non-capital loss carryforwards for Canada of $46,384, which will begin to expire in fiscal year 2035. We have evaluated the factors bearing upon the realizability of our deferred tax assets, which are comprised principally of net operating loss carryforwards and non-capital loss carryforwards. We concluded that, due to the limitations under Section 382 of the Code, our U.S. federal and state net operating loss carryforwards for the periods prior to February 11, 2021 have been limited to zero. We therefore have derecognized $21,013 of our U.S. deferred tax assets, resulting in a remaining carryforward balance of $11,443.

Inflation Reduction Act

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023.

The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax, such as repurchases under $1 million.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a business combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent we would be subject to the excise tax in connection with a business combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the business combination, extension or otherwise; (ii) the structure of a business combination; (iii) the nature and amount of any equity issuances in connection with a business combination (or otherwise issued not in connection with a business combination but issued within the same taxable year of a business combination); and (iv) the content of regulations and other guidance from the U.S. Department of the Treasury.

The IR Act also included a new 15% Corporate Alternative Minimum Tax (“CAMT”) that acts as a new book minimum tax of at least 15% of consolidated GAAP pre-tax income for corporations with average book income in excess of $1 billion. Any increase in our effective tax rate will depend on a number of factors, including any offsets for general business credits or changes in book income following business combinations. The CAMT is effective for tax years beginning on or after January 1, 2023. Lastly, the IR Act also creates several potentially beneficial tax credits to incentivize investments in certain technologies and industries.

We are in the process of evaluating the potential impacts of the IR Act. While we do not believe the IR Act will have a material negative impact on our business or our financial performance, the effects of the measures are unknown at this time. Our analysis is ongoing and incomplete, and it is possible that the IR Act could ultimately have a material adverse effect on our tax liability. We continue to monitor the IR Act and related regulatory developments to evaluate their potential impact on our business, tax rate and financial results.

Canadian Taxes

In Canada, due to the uncertainty of realizing any tax benefits as of June 30, 2023, we continue to record a full valuation allowance against our Canadian deferred tax assets.

Translation of Foreign Currencies

The functional currency, as determined by management, for our subsidiaries in the United States, Switzerland, and Canada is the U.S. dollar, which is also our reporting currency.

The functional currency, as determined by management, for our Japanese subsidiary is the Japanese Yen. Japanese Yen are translated for financial reporting purposes with translation gains and losses recorded as a component of other comprehensive income or loss.

Stock-Based Compensation

We measure the cost of equity-settled transactions by reference to the fair value of the equity instruments at the date at which they are granted.

28

We calculate stock-based compensation using the fair value method, under which the fair value of the options at the grant date is calculated using the Black-Scholes Option Pricing Model, and subsequently expensed over the vesting period of the option using the graded vesting method. The provisions of our stock-based compensation plans do not require us to settle any options by transferring cash or other assets, and therefore we classify the awards as equity. Stock-based compensation expense recognized during the period is based on the value of stock-based payment awards that are ultimately expected to vest. We estimate forfeitures at the time of grant and revise these estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The expected term, which represents the period of time that options granted are expected to be outstanding, is estimated based on an average of the term of the options. The risk-free rate assumed in valuing the options is based on the Canadian treasury yield curve in effect at the time of grant for the expected term of the option. The expected dividend yield percentage at the date of grant is zero as we are not expected to pay dividends in the foreseeable future.

Loss Per Share

Basic loss per share, or EPS, is computed by dividing the loss attributable to common shareholders by the weighted average number of common shares outstanding. Diluted EPS reflects the potential dilution that could occur from common shares issuable through the exercise or conversion of stock options, restricted stock awards, warrants and convertible securities. In certain circumstances, the conversion of options, warrants and convertible securities are excluded from diluted EPS if the effect of such inclusion would be anti-dilutive.

Comprehensive Loss

We follow FASB ASC topic 220. This statement establishes standards for reporting and display of comprehensive (loss) income and its components. Comprehensive loss is net loss plus certain items that are recorded directly to shareholders’ equity.

Critical Accounting Policies and Significant Judgments and Estimates

Our management’s discussion and analysis of financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. The preparation of our consolidated financial statements and related disclosures requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue, costs and expenses, and related disclosures during the reporting periods. On an ongoing basis, we evaluate our estimates and judgments, including those described below. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

While our significant accounting policies are more fully described in Note 4 of the notes to our consolidated financial statements, management has identified the following as “Critical Accounting Policies and Estimates”: Intangible Assets and Business Combinations; Impairment Testing; Valuation and Payback of Property and Equipment; and Revenue Recognition and Liabilities Due to Customers. We believe that the estimates and assumptions involved in these accounting policies may have the greatest potential impact on our financial statements.


Intangible Assets and Business Combinations

Assets acquired and liabilities assumed as part of a business combination are recognized at their acquisition date fair values. In determining fair values for recent business combinations, we utilize various forms of the income, cost, and market approaches depending on the asset or liability being valued.

We use a discounted cash flow model to measure the customer relationship, developed technology, license, trademark, and tradename assets. The estimation of fair value requires significant judgment related to future net cash flows based on assumptions related to revenue and EBITDA growth rates, discount rates, and attrition factors. Inputs are generally determined by taking into account competitive trends, market comparisons, independent appraisals, and historical data, among other factors, and were supplemented by current and anticipated market conditions. Variances in future cash flows, anticipated growth rates, and revenue could significantly impact the value assigned to intangible assets. Any variance could cause impairment charges upon testing.

29

Impairment Testing

We evaluate goodwill for impairment annually or more frequently when an event occurs or circumstances change indicating the carrying value may not be recoverable. When testing goodwill for impairment, we may first assess qualitative factors to determine if it is more likely than not the carrying value of a reporting unit exceeds its estimated fair value. During a qualitative analysis, we consider the impact of changes, if any, to the following factors: macroeconomic, industry and market factors; cost factors; changes in overall financial performance; and any other relevant events and uncertainties impacting a reporting unit. If our qualitative assessment indicates a goodwill impairment is more likely than not, we perform additional quantitative analyses. We may also elect to skip the qualitative testing and proceed directly to the quantitative testing. For reporting units where a quantitative analysis is performed, we perform a test measuring the fair values of the reporting units and comparing them to their aggregate carrying values, including goodwill. If the fair value is less than the carrying value of the reporting unit, an impairment is recognized for the difference, up to the carrying amount of goodwill.

We estimate the fair values of our reporting units using a discounted cash flow method or a weighted combination of discounted cash flows and a market-based method. The discounted cash flow method includes assumptions about a wide variety of internal and external factors. Significant assumptions used in the discounted cash flow method include financial projections of free cash flow, including revenue trends, medical costs trends, operating productivity, income taxes and capital levels; long-term growth rates for determining terminal value beyond the discretely forecasted periods; and discount rates. Financial projections and long-term growth rates used for our reporting units will be consistent with, and use inputs from, our internal long-term business plan and strategies.

Discount rates will be determined for each reporting unit and include consideration of the implied risk inherent in their forecasts. Our most significant estimate in the discount rate determinations involves our adjustments to the peer company weighted average costs of capital reflecting reporting unit-specific factors. We do not make any adjustments to decrease a discount rate below the calculated peer company weighted average cost of capital for any reporting unit. Company-specific adjustments to discount rates are subjective and thus are difficult to measure with certainty.

The passage of time and the availability of additional information regarding areas of uncertainty with respect to the reporting units’ operations could cause these assumptions to change in the future. Additionally, as part of our quantitative impairment testing, we perform various sensitivity analyses on certain key assumptions, such as discount rates, cash flow projections, and peer company multiples to analyze the potential for a material impact. The market-based method requires determination of an appropriate peer group whose securities are traded on an active market. The peer group is used to derive market multiples to estimate fair value.


Valuation and Payback of Property and Equipment

Diagnostic based TRUFORMA® capital is placed in fixed assets once purchased or manufactured, where they remain, undepreciated, until they are placed with our customers under the agreement that they will repeatedly purchase consumables or services which are utilized within. Each instance of this placed capital represents an asset that we own. An estimate is made of the anticipated future revenue over its respective life which is ten years. If the payback period of the initial investment in the asset is less than the ten-year life of the asset, we conclude that the assets have been properly recorded, and no write-down is necessary. We rely on various data points and assumptions, including, but not limited to, the expected volume of consumables which will be sold, anticipated growth rates, and anticipated placements. Realization of the anticipated revenue is dependent on the current assumptions and forecasted models.

The customer is obligated to purchase consumables during the placement period. However, since the customer is not obligated to purchase the capital, and can return it at any time, we are exposed to a risk of loss to the extent the customer returns the capital and discontinues consumable or related service purchases.

On June 30, 2023, the carrying value of our Diagnostic instruments was $5,715. Significant assumptions included in the realization model are the rate of placement and expected utilization over the life of the instrument.


The effect of a 25% reduction in the estimated revenues associated with annual placements of instruments would increase the payback period on June 30, 2023 from 5.18 years to 7.27 years.

30

Revenue Recognition and Liabilities Due to Customers

The nature of our Therapeutics business segment gives rise to variable consideration, including discounts and applicator (“trode”) returns for refurbishment. Credits are issued for unused shocks on returned trodes, which can be used toward the purchase of replacement trodes. When revenue is recognized, a simultaneous adjustment for returns is estimated, reducing revenue. Estimated return credits are presented as a reduction to gross sales with the corresponding reserve presented as customer contract liabilities.

Variable consideration related to unused shock credits is calculated using the expected value method, which estimates the amount that is expected to be earned. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur. Estimates of variable consideration are based upon historical experience and known trends. These estimated credits are non-refundable and may only be used towards the purchase of future trode refurbishments. This practice encourages refurbishment purchase prior to complete utilization of the previous trode, enabling the customer to always have a trode on hand with ample capacity to perform treatments.

The number of trodes returned by year is tracked against the number of trodes sold in that same year, creating a current experience rate. It is assumed that the ultimate return rate for the trodes is 98%. For annual calculations, it is assumed that the expected returns in the current year for each layer increase to the experience rate of the year immediately preceding it. Once the 98% is reached the layer is removed from the calculation. The annual incremental change in expected returns is multiplied by an average return credit amount, generating the current liability due to customers.

The average return credit is calculated by dividing the actual shock credits issued by the actual number of trodes returned. A variance in the assumed return rate compared to the actual rate would impact the estimate and potentially understate net sales (overestimated rate) or overstate net sales (underestimated rate) in any given year and create a corresponding misstatement of the liability due to customers.

On June 30, 2023, the estimated value of our Therapeutics customer contract liability was $546. If the expected return rate was increased by 2%, the effect on current year reduction in sales and customer liability would have been approximately $54.

Results of Consolidated Operations

Our results of operations for the three and six months ended June 30, 2023 and 2022 are as follows:

Revenue

Revenue for the three months ended June 30, 2023 was $6,020, compared to $4,246 for the three months ended June 30, 2022, an increase of $1,774 or 42%. Revenue for the six months ended June 30, 2023 was $11,502, compared to $7,997 for the six months ended June 30, 2022, an increase of $3,505 or 44%.

The increase for both comparative periods was primarily due to the inclusion of our Assisi®, Revo Squared®, and VetGuardian® products which were not part of our consolidated figures as of June 30, 2022.

In general, we expect revenue to increase in subsequent periods as we benefit from a full year’s worth of sales from our recent acquisitions and increase our related sales, marketing, and commercialization efforts.

Cost of Revenue

Cost of revenue for the three months ended June 30, 2023 was $1,972, compared to $1,240 for the three months ended June 30, 2022, an increase of $732 or 59%. Cost of revenue for the six months ended June 30, 2023 was $3,619, compared to $2,250 for the six months ended June 30, 2022, an increase of $1,369 or 61%.

The increase in cost for both comparative periods was primarily driven by increased manufacturing expense as a result of increased sales and rising input costs.

We anticipate that costs of revenue will increase in subsequent periods in accordance with the increased revenue as described above.

31

Gross Profit

Gross profit margin for the three months ended June 30, 2023 was 67%, compared to 71% for the three months ended June 30, 2022. Gross profit margin for the six months ended June 30, 2023 was 69%, compared to 72% for the six months ended June 30, 2022.

The decrease in gross profit margin % for both comparative periods was primarily due to the integration and launch of several new products, product mix impacts associated with sales of these new offerings, and price increases of certain component parts. In general, we believe gross margins will return to historic levels in the coming quarters.

Research and Development

Research and development expense for the three months ended June 30, 2023 was $859, compared to $319 for the three months ended June 30, 2022, an increase of $540 or 169%. Research and development expense for the six months ended June 30, 2023 was $1,777, compared to $670 for the six months ended June 30, 2022, an increase of $1,107 or 165%.

The increase for both comparative periods was primarily driven by our continued buildup of internal capabilities to develop, test, and manufacture our next generation of diagnostic products.

We anticipate that R&D costs will increase as we maintain and enhance our current product lines and continue to develop new products.

Selling, General, and Administrative

Selling, general, and administrative expense for the three months ended June 30, 2023 was $9,931, compared to $8,567 for the three months ended June 30, 2022, an increase of $1,364 or 16%. Selling, general, and administrative expense for the six months ended June 30, 2023 was $20,360, compared to $15,270 for the six months ended June 30, 2022, an increase of $5,090 or 33%.

The increase for both comparative periods was primarily driven by salaries and noncash stock option expense associated with increased hiring campaigns, noncash amortization related to our Assisi / Revo acquisitions, recruiting and other related fees associated with our transition to a new Chief Financial Officer, and increased marketing campaigns / attendance at tradeshows to build brand awareness and recognition of our expanding suite of products.

We expect future selling, general and administrative expense to increase in line with product expansion and growth in our commercialization efforts.

Net Loss

Net loss for the three months ended June 30, 2023 was $5,249, compared to a loss of $5,273 for the three months ended June 30, 2022, a decrease of $24 or 1%. Net loss for the six months ended June 30, 2023 was $11,634, compared to a loss of $9,210 for the six months ended June 30, 2022, an increase of $2,424 or 26%.

The net loss for each comparative periods was attributed to the matters described above. We expect to continue to record net losses in future periods until such time as we have sufficient revenue from product sales to offset our operating expenses.

32

Cash Flows

The following table shows a summary of our cash flows for the periods set forth below:

    

Six Months Ended June 30,

    

2023

    

2022

    

Change

Cash used in operating activities

$

(7,933)

$

(6,517)

$

(1,416)

    

22%

Cash provided by (used in) investing activities

 

8,529

 

(1,643)

10,172

 

(619)%

(Decrease) increase in cash and cash equivalents

 

596

 

(8,160)

8,756

 

(107)%

Effect of exchange rate changes on cash

 

(44)

 

(29)

(15)

 

52%

Cash and cash equivalents, beginning of period

 

27,399

 

194,952

(167,553)

 

(86)%

Cash and cash equivalents, end of period

$

27,951

$

186,763

$

(158,812)

 

(85)%

Net cash used in operating activities for the six months ended June 30, 2023 was $7,933, compared to $6,517 for the six months ended June 30, 2022, an increase in cash used of $1,416 or 22%. The increase in cash used in operations primarily resulted from the losses noted above, non-cash accretion on currently held available-for-sale securities that didn’t exist in 2022, and lower stock compensation which typically offsets cash impacts due to its non-cash nature. These were partially offset by increases in non-cash amortization and lower inventory due to the reclass of TRUFORMA® device inventory into PP&E as described within.

Net cash for investing activities for the six months ended June 30, 2023 was an inflow of $8,529, compared to cash used of $1,643 for the six months ended June 30, 2022, an increase in cash of $10,172 or 619%. The increase in cash obtained in investing activities primarily resulted from the maturity of available for sale securities offset by payments for Qorvo licenses and the buildup of construction in progress related to our MyZomedica platform and production of TRUVIEWTM devices for launch preparation.

There was no cash provided by financing activities for the three months ended June 30, 2023 or 2022.

Liquidity and Capital Resources

We have incurred losses and negative cash flows from operations since our inception in May 2015. As of June 30, 2023, we had an accumulated deficit of $148,038. We have funded our working capital requirements primarily through the sale of our equity and equity-related securities and the exercise of stock options and warrants.

As of June 30, 2023, the Company had working capital (defined as current assets minus current liabilities) of $132,415.

Short-Term Cash Requirements

We believe that our existing cash is sufficient to fund our expected short-term needs. We currently have fixed obligations in association with our building leases and quarterly inventory orders. We also have payment obligations associated with our on-going clinical studies, and we expect that we have sufficient cash to cover these requirements. We do not expect that our operations will require significant increases in our short-term cash needs.

Long-Term Cash Requirements

We believe that our existing cash resources will be sufficient to fund our expected operational requirements through at least December 2025. We regularly evaluate our business plans and strategy. These evaluations often result in changes to our business plans and strategy, some of which may be material and significantly change our cash requirements. Ongoing business development activity may also require us to use some of our liquidity and use of additional capital to fund newly acquired operations. If we raise additional funds by issuing equity securities, our existing security holders will likely experience dilution, and the incurring of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that could restrict operations.

Our future capital requirements depend on many factors, including, but not limited to:

the costs and timing of our development and commercialization activities;
the cost of manufacturing our existing and future products;

33

the cost of marketing and selling our existing and future products including marketing, sales, service, customer support and distribution costs;
the expenses needed to attract and retain skilled personnel;
the costs associated with being a public company;
the costs associated with additional business development or mergers and acquisitions activity, including acquisition-related costs, earn-outs or other contingent payments and costs of developing and commercializing any technologies to which we obtain rights;
third-party costs associated with the development and commercialization of our existing and future products and the ability of our development partners to satisfy our requirements on a timely basis;
the scope and terms of our business plans from time to time, and our ability to realize upon our business plans; and
the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing possible patent claims, including litigation costs and the outcome of any such litigation.

Climate Change

Zomedica is committed to responsible practices regarding the use of natural resources. Increased public awareness and concern about climate change will likely continue to (1) generate more regional and/or national requirements to reduce greenhouse gas emissions; (2) increase energy efficiency and reduce carbon pollution; and (3) cause a shift to cleaner and more sustainable sources of energy which may be more expensive than using fossil fuels as an energy source.

The potential impact of climate change on our operations and the needs of our customers remains uncertain. Scientists have proposed that the impacts of climate change could include changes in rainfall patterns, water shortages, changes to the water levels of lakes and other bodies of water, changing storm patterns, more intense storms and changing temperature levels. These changes could be severe and vary by geographic location. Climate change may also affect the occurrence of certain natural events, the incidence and severity of which are inherently unpredictable.

The effects of climate change also may impact our decisions to construct new buildings or maintain existing facilities in any areas that are or become prone to physical risks, which could similarly increase our operating costs. We could also face indirect financial risks passed through the supply chain that could result in higher prices for resources, such as energy. Additionally, climate change may adversely impact the demand, price and availability of property and casualty insurance that insures our physical assets. Due to significant economic variability associated with future changing climate conditions, we are unable to predict the impact climate change will have on us in the future.

34

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Evaluation of Our Disclosure Controls

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that material information required to be disclosed in our periodic reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of June 30, 2023, our disclosure controls and procedures were effective.

Changes in Internal Controls

There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act) during the period covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

Item 1A. Risk Factors.

There have been no material changes in our risk factors from those previously disclosed in our annual report on Form 10-K for the year ended December 31, 2022.

35

Item 6. Exhibits.

The exhibits listed on the accompanying index to exhibits immediately preceding the exhibits are filed as part of, or hereby incorporated by reference into, this Quarterly Report.

EXHIBIT INDEX

Exhibit 
No.

   

Description

2.2

Asset Purchase Agreement, dated June 14, 2022, by and between Zomedica Inc. and Revo Squared LLC, the Principal Member (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 21, 2022 (File No. 001-38298))

2.3

Asset Purchase Agreement, dated July 15, 2022, by and between Zomedica Inc. and Assisi Animal Health LLC, the Principal Member (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 20, 2022 (File No. 001-38298))

3.1

Articles of Amalgamation of Zomedica Corp. and all amendments thereto, as well as all Certificates issued in respect thereto as well as all Certificates issued in respect thereto (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 12, 2021 (File No. 001-38298))

3.2

Amended and Restated By-Law No. 1 (2nd Version) of Zomedica Pharmaceuticals Corp. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on August 7, 2020 (File No. 001-38298))

10.0

First Amendment to Multi-Tenant Industrial Triple Net Lease entered into as of May 10, 2023 by and between ULF Northfield Business Center LL and Zomedica Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 11, 2023 (File No. 001-38298))

31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.

101.INS

Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL (1).

101.SCH

Inline XBRL Taxonomy Extension Schema Document (1).

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document (1).

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document (1).

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document (1).

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document (1).

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.1)

*

This certification is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the registrant specifically incorporates it by reference.

36

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on August 10, 2023.

Zomedica Corp.

By:

/s/ Larry Heaton

Name:

Larry Heaton

Title:

Chief Executive Officer

(Principal Executive Officer)

By:

/s/ Peter Donato

Name:

Peter Donato

Title:

Executive Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

37

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Larry Heaton, certify that:

1.

I have reviewed this quarterly report on Form 10-Q for the three months ended June 30, 2023 of Zomedica Corp.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.

Date: August 10, 2023

/s/ Larry Heaton

Larry Heaton

Chief Executive Officer

(Principal Executive Officer)


EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Peter Donato, certify that:

1.

I have reviewed this quarterly report on Form 10-Q for the three months ended June 30, 2023 of Zomedica Corp.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.

Date: August 10, 2023

/s/ Peter Donato

Peter Donato

Executive Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)


EXHIBIT 32.1

CERTIFICATION OF

THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002, 18 U.S.C. SECTION 1350

In connection with the Quarterly Report on Form 10-Q of Zomedica Corp. (the “Company”) for the three months ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Larry Heaton, Chief Executive Officer of the Company, and Peter Donato, Executive President and Chief Financial Officer of the Company, hereby certify, to the knowledge of the undersigned, pursuant to 18 U.S.C. Section 1350, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 10, 2023

/s/ Larry Heaton

Larry Heaton

Chief Executive Officer

(Principal Executive Officer)

Date: August 10, 2023

/s/ Peter Donato

Peter Donato

Executive President and Chief Financial Officer

(Principal Financial and Accounting Officer)

This Certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Report, irrespective of any general incorporation language contained in such filing.

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.


v3.23.2
Cover - shares
6 Months Ended
Jun. 30, 2023
Aug. 10, 2023
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2023  
Document Transition Report false  
Entity File Number 001-38298  
Entity Registrant Name Zomedica Corp.  
Entity Incorporation State Country Code Z4  
Entity Tax Identification Number 00-0000000  
Entity Address Address Line 1 100 Phoenix Drive  
Entity Address Address Line 2 Suite 125  
Entity Address City Or Town Ann Arbor  
Entity Address State Or Province MI  
Entity Address Postal Zip Code 48108  
City Area Code 734  
Local Phone Number 369-2555  
Security 12b Title Common Shares  
Trading Symbol ZOM  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock Shares Outstanding   979,949,668
Entity Central Index Key 0001684144  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q2  
Amendment Flag false  
v3.23.2
Consolidated Balance Sheets - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Current assets    
Cash and cash equivalents $ 27,951 $ 27,399
Available-for-sale securities 102,522 87,693
Trade receivables, net 654 596
Inventory, net 3,634 2,746
Prepaid expenses and deposits 3,562 3,799
Other receivables 1,302 1,268
Total current assets 139,625 123,501
Prepaid expenses and deposits 126 188
Property and equipment, net 7,291 6,809
Construction in progress 2,146 692
Right-of-use asset 1,355 1,665
Goodwill 63,979 63,979
Intangible assets, net 48,071 41,799
Non current available-for-sale securities 11,920 40,712
Other assets 265 265
Total assets 274,778 279,610
Current liabilities    
Accounts payable and accrued liabilities 6,144 6,698
Accrued income taxes 74 187
Current portion of lease obligations 641 641
Customer contract liabilities 255 207
Other current liabilities 96 78
Total current liabilities 7,210 7,811
Lease obligations 781 1,097
Deferred tax liabilities 1,245 1,245
Customer contract liabilities 291 182
Liability due to Qorvo 3,591  
Other liabilities 2,181 1,883
Total liabilities 15,299 12,218
Commitments and contingencies (Note 16)
Shareholders' equity    
Unlimited common shares, no par value; 979,949,668 issued and outstanding at June 30, 2023 and December 31, 2022 380,973 380,973
Additional paid-in capital 27,156 23,666
Accumulated deficit (148,038) (136,404)
Accumulated comprehensive loss (612) (843)
Total shareholders' equity 259,479 267,392
Total liabilities and shareholders' equity $ 274,778 $ 279,610
v3.23.2
Consolidated Balance Sheets (Parenthetical) - $ / shares
Jun. 30, 2023
Dec. 31, 2022
Consolidated Balance Sheets    
Common Shares, no par value (in dollars per share) $ 0 $ 0
Common Shares, issued (in shares) 979,949,668 979,949,668
Common Shares, outstanding (in shares) 979,949,668 979,949,668
v3.23.2
Consolidated Statements of Operations and Comprehensive Loss - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Consolidated Statements of Operations and Comprehensive Loss        
Net revenue $ 6,020 $ 4,246 $ 11,502 $ 7,997
Cost of revenue 1,972 1,240 3,619 2,250
Gross profit 4,048 3,006 7,883 5,747
Expenses        
Research and development 859 319 1,777 670
Selling, general and administrative 9,931 8,567 20,360 15,270
Loss from operations (6,742) (5,880) (14,254) (10,193)
Interest income 1,460 277 2,872 384
Interest expense (62)   (112)  
Gain (loss) on disposal of assets 1 (1) 1 (1)
Other income (loss)   1 (1) (4)
Foreign exchange gain (loss) 17 (52) (9) (56)
Loss before income taxes (5,326) (5,655) (11,503) (9,870)
Income tax expense (benefit) (77) (382) 131 (660)
Net loss (5,249) (5,273) (11,634) (9,210)
Unrealized gain (loss), change in fair value of available-for-sale securities, net of tax (8)   275  
Change in foreign currency translation (47) (40) (44) 11
Net loss and comprehensive loss $ (5,304) $ (5,313) $ (11,403) $ (9,199)
Weighted average number of common shares - basic (in shares) 979,949,668 979,899,668 979,949,668 979,899,668
Weighted average number of common shares - diluted (in shares) 979,949,668 979,899,668 979,949,668 979,899,668
Loss per share - basic (in dollars per share) $ (0.005) $ (0.005) $ (0.012) $ (0.009)
Loss per share - diluted (in dollars per share) $ (0.005) $ (0.005) $ (0.012) $ (0.009)
v3.23.2
Consolidated Statements of Shareholders' Equity - USD ($)
$ in Thousands
Common Stock
Additional Paid-In Capital
Accumulated Deficit
Accumulated Comprehensive (Loss)
Total
Balance, amount at Dec. 31, 2021 $ 380,962 $ 9,313 $ (119,391) $ 2 $ 270,886
Balance (in shares) at Dec. 31, 2021 979,899,668        
Stock-based compensation   4,533     4,533
Net loss     (9,210)   (9,210)
Other Comprehensive Income       11 11
Balance, amount at Jun. 30, 2022 $ 380,962 13,846 (128,601) 13 266,220
Balance (in shares) at Jun. 30, 2022 979,899,668        
Balance, amount at Mar. 31, 2022 $ 380,962 11,354 (123,328) 53 269,041
Balance (in shares) at Mar. 31, 2022 979,899,668        
Stock-based compensation   2,492     2,492
Net loss     (5,273)   (5,273)
Other Comprehensive Income       (40) (40)
Balance, amount at Jun. 30, 2022 $ 380,962 13,846 (128,601) 13 266,220
Balance (in shares) at Jun. 30, 2022 979,899,668        
Balance, amount at Dec. 31, 2022 $ 380,973 23,666 (136,404) (843) 267,392
Balance (in shares) at Dec. 31, 2022 979,949,668        
Stock-based compensation   3,490     3,490
Net loss     (11,634)   (11,634)
Other Comprehensive Income       231 231
Balance, amount at Jun. 30, 2023 $ 380,973 27,156 (148,038) (612) 259,479
Balance (in shares) at Jun. 30, 2023 979,949,668        
Balance, amount at Mar. 31, 2023 $ 380,973 25,431 (142,789) (557) 263,058
Balance (in shares) at Mar. 31, 2023 979,949,668        
Stock-based compensation   1,725     1,725
Net loss     (5,249)   (5,249)
Other Comprehensive Income       (55) (55)
Balance, amount at Jun. 30, 2023 $ 380,973 $ 27,156 $ (148,038) $ (612) $ 259,479
Balance (in shares) at Jun. 30, 2023 979,949,668        
v3.23.2
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Cash flows from operating activities:    
Net loss $ (11,634) $ (9,210)
Adjustments for:    
Depreciation 340 161
Amortization - intangible assets 2,492 1,495
Loss on disposal of property and equipment 1 1
Stock-based compensation 3,490 4,533
Non cash portion of rent expense (5) 9
Accretion/amortization of available-for-sale securities (1,247)  
Change in assets and liabilities, net of acquisitions:    
Purchased inventory (1,561) (2,572)
Prepaid expenses and deposits 297 (410)
Trade receivables (52) (96)
Other receivables 14 131
Accounts payable and accrued liabilities (538) 292
Accrued income tax (114) (199)
Deferred tax liabilities   (661)
Other current liabilities 18 4
Customer contract liabilities 157 (25)
Other liabilities 409 30
Net cash used in operating activities (7,933) (6,517)
Cash flows from investing activities:    
Investment in available-for-sale securities 17,178  
Investment in debt security (at fair value) (1,750) (1,000)
Investment in property and equipment (143) (151)
Acquisition of intangibles (4,066)  
Investment in construction in progress (2,690) (492)
Net cash provided by (used in) investing activities 8,529 (1,643)
(Decrease) increase in cash and cash equivalents 596 (8,160)
Effect of exchange rate changes on cash (44) (29)
Cash and cash equivalents, beginning of year 27,399 194,952
Cash and cash equivalents, end of period 27,951 186,763
Noncash activities:    
Change in fair value of available-for-sale securities, net of tax 275  
Transfer of construction in progress into property and equipment and intangibles 1,344  
Transfer of inventory into property and equipment 668 557
Supplemental cash flow information:    
Interest received $ 1,589 $ 384
v3.23.2
Nature of Operations
6 Months Ended
Jun. 30, 2023
Nature of Operations  
Nature of Operations

1. Nature of Operations

Zomedica is a veterinary health company creating products for companion animals by focusing on the unmet needs of clinical veterinarians. The Company consists of the parent company, Zomedica Corp. and its wholly-owned U.S subsidiary, Zomedica Inc. and its international subsidiaries.

Changes in Macroeconomic Conditions

We are currently dealing with the aftermath of global changes in the macro-economic environment including disruptions in supply chain, labor disruptions, challenges in manufacturing, COVID-19 related concerns, challenges selling to customers, declines in customer demand, inflationary pressures, rising interest rates, and an impaired ability to access credit and capital markets, among other things. There are uncertainties as to the outcome of current financial conditions, including recessionary environment or a contraction in the economy, which may impact overall consumer demand and supply requirements.

v3.23.2
Basis of Preparation
6 Months Ended
Jun. 30, 2023
Basis of Preparation  
Basis of Preparation

2. Basis of Preparation

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, and its wholly owned subsidiaries. Intercompany transactions and balances between consolidated businesses have been eliminated.

The accounting policies set out below have been applied consistently in the consolidated financial statements. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

v3.23.2
Significant Accounting Policies
6 Months Ended
Jun. 30, 2023
Significant Accounting Policies  
Significant Accounting Policies

3. Significant Accounting Policies

Basis of Measurement

The condensed consolidated financial statements have been prepared on the historical cost basis except as otherwise noted.

Business Combinations

We account for business combinations in accordance with ASC 805, Business Combinations, if the acquired assets assumed and liabilities incurred constitute a business. We consider acquired companies to constitute a business if the acquired net assets and processes have the ability to create outputs in the form of revenue. For acquired companies constituting a business, we recognize the identifiable assets acquired and liabilities assumed at their acquisition-date fair values and recognize any excess of total consideration paid over the fair value of the identifiable net assets as goodwill.

Estimates and Assumptions

In preparing these financial statements, management was required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates and assumptions are based on our historical experience, the terms of existing contracts, our evaluation of trends in the industry, information provided by our customers and suppliers and information available from other outside sources, as appropriate. These estimates and assumptions are subject to an inherent degree of uncertainty. We are not presently aware of any events or circumstances that would require us to update such estimates and assumptions or revise the carrying value of our assets or liabilities. Our estimates may change, however, as new events occur, and additional information is obtained. As a result, actual results may differ significantly from our estimates, and any such differences may be material to our financial statements.

Functional and Reporting Currencies

The functional currency, as determined by management, for Canada and our subsidiaries in the United States and Switzerland is U.S. dollars, which is also our reporting currency.

The functional currency, as determined by management, for our Japanese subsidiary is Japanese Yen. Japanese Yen are translated for financial reporting purposes with translation gains and losses recorded as a component of other comprehensive income or loss.

In respect of transactions denominated in currencies other than the Company and its wholly owned operating subsidiaries’ functional currencies, the monetary assets and liabilities are remeasured at the period end rates. Revenue and expenses are measured at rates of exchange prevailing on the transaction dates. All of the exchange gains or losses resulting from these transactions are recognized in the consolidated statements of operations and comprehensive loss.

Comparative Figures

A portion of depreciation expense for the three and six months ended June 30, 2023 has been stated as part of cost of revenue for $102 and $193 respectively. The consolidated statements of income and comprehensive income for the three and six months ended June 30, 2022 have been adjusted for $30 and $51 respectively for depreciation that was included in selling, general, and administrative expense. This amount has been reclassified to cost of revenue to conform to the current year presentation. The change in presentation had no effect on the reported results of operations and does not affect previously reported cash flows from operating activities in the consolidated statements of cash flows.

To better align with the way in which we measure and track our business, we have changed the categorization of products within our segmentation of revenue. A portion of the products in our Therapeutics segment were previously designated as instruments and trodes in our form 10Q for the period ending June 30, 2022. These products have since been renamed to be capital and consumables to better align with our other platforms and to provide a more consistent baseline for comparison of the product lines within. Capital refers to the devices we sell within our PulseVet®, Revo Squared®, and VetGuardian® product lines. Consumables continues to include our TRUFORMA® cartridges as it did last year and now includes our PulseVet trodes as well as our Assisi® products. There have been no changes to the overall sales numbers for our Diagnostics and Therapeutics segments, only the product names making up the total.

Segment Reporting

The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable segments. The Company’s reportable segments consist of Diagnostics and Therapeutics.

Cash and Cash Equivalents

The Company considers all highly liquid securities with an original maturity of three months or less to be cash equivalents.

Investment Securities

Our investment securities, which are comprised of corporate bonds/notes and US treasuries, are accounted for in accordance with ASC 320, “Investments – Debt and Equity Securities” (“ASC 320”). The company considers all of its securities for which there is a determinable fair market value, and there are no restrictions on the Company’s ability to sell within the next twelve months, as available for sale. We classify these securities as both current and non-current depending on their time to maturity. Available-for-sale securities are carried at fair value, with unrealized gains and losses reported as a component of shareholders’ equity.


Accounts Receivable and Allowance for Credit Losses

Accounts receivable are recorded net of an allowance for credit losses and have payment terms of 30 days. Our policy for determining the allowance is based on factors that affect collectability, including: (a) historical trends of write-offs, recoveries, and credit losses; (b) the credit quality of our customers; and (c) projected economic and market conditions. As of June 30, 2023, our allowance was $66  and was recorded net in trade receivables. While we believe that our allowance for credit losses is adequate and represents our best estimate

as of June 30, 2023, we continue to closely monitor customer liquidity and industry and economic conditions, which may result in changes to these estimates.

Inventories

Inventories are stated at the lower of cost or net realizable value. The Company utilizes the specific identification and First in, First out ("FIFO") method to track inventory costs. The Company records reserves, when necessary, to reduce the carrying value of inventory to its net realizable value. Management considers forecast demand in relation to the inventory on hand, competitiveness of product offerings, market conditions and product life cycles when determining excess and obsolescence and net realizable value adjustments. At the point of loss recognition, a new, lower-cost basis for that inventory is established, and any subsequent improvements in facts and circumstances do not result in the restoration or increase in that newly established cost basis.

Property and Equipment

Property and equipment are carried at historical cost less accumulated depreciation and any accumulated impairment losses. Property and equipment acquired in a business combination are recorded at fair value as of the date of acquisition. Maintenance and repair expenditures that do not improve or extend the life are expensed in the period incurred.

Depreciation is recognized so as to write off the cost less their residual values over their useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each year, with the effect of any changes in estimate accounted for on a prospective basis.

An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.

Intangible Assets

Expenditures related to the planning and operation of the Company’s website are expensed as incurred. Expenditures related to the website application and infrastructure development are capitalized and amortized over the website’s estimated useful life.

Costs related to acquired customer relationships, developed technology, licenses, trademarks, and tradenames have been capitalized and amortized over the estimated useful life.

Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortization and accumulated impairment losses. Amortization is recognized on a straight-line basis over their estimated useful lives. The estimated useful lives and amortization methods are reviewed at the end of each year, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment when events or circumstances indicate that the carrying value of an asset may not be recoverable. For assets that are to be held and used, impairment is recognized when the sum of estimated undiscounted future cash flows associated with the asset or group of assets is less than its carrying value. If impairment exists, an adjustment is made to write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and fair value.


Revenue Recognition

The Company enters into agreements which may contain multiple promises where customers purchase products, services, or a combination thereof. Determining whether products and services are considered distinct performance obligations that should be accounted for separately requires judgment. We determine the transaction price for a contract based on the total consideration we expect to receive in exchange for the transferred goods or services.

The Company allocates revenue to each performance obligation in proportion to the relative standalone selling prices and recognizes revenue when control of the related goods or services is transferred for each obligation. We utilize the observable standalone selling price when available, which represents the price charged for the performance obligation when sold separately.

The Company's contracts with customers are generally comprised of purchase orders for the sale of the point of care instrument, consumable products, and extended warranties, or some variation thereof. The instrument and consumables each represent a single performance obligation when sold separately, that is satisfied at a point in time upon transfer of control of the product to the customer which is typically upon receipt of the goods by the customer. The extended warranties are also a separate performance obligation, whereby revenue is recognized over time.

The nature of the Company’s PulseVet® business gives rise to variable consideration, including discounts and applicator (“trode”) returns for refurbishment. Credits are issued for unused shocks on returned trodes, which can be used toward the purchase of replacement trodes. Discounts and the estimated unused shock credits decrease the transaction price, which reduces revenue. Variable consideration related to unused shock credits is estimated using the expected value method, which estimates the amount that is expected to be earned. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Estimates of variable consideration are based upon historical experience and known trends. These estimated credits are nonrefundable and may only be used towards the purchase of future trode refurbishments. This practice encourages refurbishment purchase prior to complete utilization of the previous trode, so the customer will always have a trode on hand with ample capacity to perform treatments.

At times the Company receives consideration prior to when the performance obligation is completed, giving rise to a contract liability. Sales are recorded net of sales tax. Sales tax is charged on sales to end users and remitted to the appropriate state authority.

Disaggregated revenue for the three and six months ended June 30, 2023 and 2022 is as follows:

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Diagnostics

Therapeutics

Consolidated

Diagnostics

Therapeutics

Consolidated

  

2023

  

2022

  

2023

  

2022

  

2023

  

2022

  

2023

  

2022

  

2023

  

2022

  

2023

  

2022

Capital

$

67

$

-

$

1,892

$

1,543

$

1,959

$

1,543

$

284

$

-

$

3,386

$

3,102

$

3,670

$

3,102

Consumables

182

92

3,850

2,579

4,032

2,671

364

148

7,416

4,680

7,780

4,828

Other (e.g., warranty and repairs)

-

-

29

32

29

32

-

-

52

67

52

67

Total revenue

$

249

$

92

$

5,771

$

4,154

$

6,020

$

4,246

$

648

$

148

$

10,854

$

7,849

$

11,502

$

7,997


Cost of Revenue

Cost of goods sold consists of overhead, materials, labor, and shipping costs incurred internally to produce and receive the products. Shipping and handling costs incurred by the Company are included in cost of revenue.

Research and Development


Research and development costs related to continued research and development programs are expensed as incurred.

Stock-based Compensation

The Company calculates stock-based compensation using the fair value method, under which the fair value of the options at the grant date is calculated using the Black-Scholes Option Pricing Model, and subsequently expensed over the vesting period of the option using the graded vesting method. The provisions of the Company’s stock-based compensation plans do not require the Company to settle any options by transferring cash or other assets, and therefore the Company classifies the awards as equity. Stock-based compensation expense recognized during the period is based on the value of stock-based payment awards that are ultimately expected to vest.

The Company estimates forfeitures at the time of grant and revises the estimate, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

Income Taxes

The Company accounts for income taxes in accordance with ASC 740, Income Taxes, on a tax jurisdictional basis. The Company files income tax returns in Canada and the province of Alberta and its subsidiaries file income tax returns in the United States and various states, including in Michigan where the Company’s headquarters are located.

Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the tax basis of assets and liabilities and their financial statement reported amounts using enacted tax rates and laws in effect in the year in which the differences are expected to reverse. A valuation allowance is provided against deferred tax assets when it is determined to be more likely than not that the deferred tax asset will not be realized.

The Company assesses the likelihood of the financial statement effect of an uncertain tax position that should be recognized when it is more likely than not that the position will be sustained upon examination by a taxing authority based on the technical merits of the tax position, circumstances, and information available as of the reporting date. The Company is subject to examination by taxing authorities in the United States, Canada, Japan, and Switzerland. The Company recognizes tax-related interest and penalties, if any, as a component separate from income tax expense.

Comprehensive Loss

The Company follows ASC topic 220. This statement establishes standards for reporting and display of comprehensive (loss) income and its components. Comprehensive loss is net loss plus certain items that are recorded directly to shareholders’ equity. The Company has recorded a currency translation adjustment associated with its Japanese subsidiary.

Loss Per Share


Basic loss per share (“EPS”) is computed by dividing the loss attributable to common shareholders by the weighted average number of common shares outstanding. Diluted EPS reflects the potential dilution that could occur from common shares issuable through the exercise or conversion of stock options, restricted stock awards, warrants and convertible securities. In certain circumstances, the conversion of options is excluded from diluted EPS if the effect of such inclusion would be anti-dilutive.

v3.23.2
Critical Accounting Judgments and Key Sources of Estimation Uncertainty
6 Months Ended
Jun. 30, 2023
Critical Accounting Judgments and Key Sources of Estimation Uncertainty  
Critical Accounting Judgments and Key Sources of Estimation Uncertainty

4. Critical Accounting Judgments and Key Sources of Estimation Uncertainty

The preparation of financial statements in accordance with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and further periods if the review affects both current and future periods.

Critical areas of estimation and judgements in applying accounting policies include the following:

Intangible Assets and Business Combinations

Assets acquired and liabilities assumed as part of a business combination are recognized at their acquisition date fair values. In determining these fair values, we utilize various forms of the income, cost, and market approaches depending on the asset or liability being valued.

We use a discounted cash flow model to measure the customer relationship, developed technology, license, trademark, and tradename assets. The estimation of fair value requires significant judgment related to future net cash flows based on assumptions related to revenue and EBITDA growth rates, discount rates, and attrition factors. Inputs are generally determined by taking into account competitive trends, market comparisons, independent appraisals, and historical data, among other factors, and are supplemented by current and anticipated market conditions.

Impairment Testing

We evaluate goodwill for impairment annually or more frequently when an event occurs or circumstances change indicating the carrying value may not be recoverable. When testing goodwill for impairment, we may first assess qualitative factors to determine if it is more likely than not the carrying value of a reporting unit exceeds its estimated fair value. During a qualitative analysis, we consider the impact of changes, if any, to the following factors: macroeconomic, industry and market factors; cost factors; changes in overall financial performance; and any other relevant events and uncertainties impacting a reporting unit. If our qualitative assessment indicates a goodwill impairment is more likely than not, we perform additional quantitative analyses. We may also elect to skip the qualitative testing and proceed directly to the quantitative testing. For reporting units where a quantitative analysis is performed, we perform a test measuring the fair values of the reporting units and comparing them to their aggregate carrying values, including goodwill. If the fair value is less than the carrying value of the reporting unit, an impairment is recognized for the difference, up to the carrying amount of goodwill.

We estimate the fair values of our reporting units using a discounted cash flow method or a weighted combination of discounted cash flows and a market-based method. The discounted cash flow method includes assumptions about a wide variety of internal and external factors. Significant assumptions used in the discounted cash flow method include financial projections of free cash flow, including revenue trends, medical costs trends, operating productivity, income taxes and capital levels; long-term growth rates for determining terminal value beyond the discretely forecasted periods; and discount rates. Financial projections and long-term growth rates used for our reporting units will be consistent with, and use inputs from, our internal long-term business plan and strategies.

Discount rates will be determined for each reporting unit and include consideration of the implied risk inherent in their forecasts. Our most significant estimate in the discount rate determinations involves our adjustments to the peer company weighted average costs of capital reflecting reporting unit-specific factors. We do not make any adjustments to decrease a discount rate below the calculated peer company weighted average cost of capital for any reporting unit. Company-specific adjustments to discount rates are subjective and thus are difficult to measure with certainty.

The passage of time and the availability of additional information regarding areas of uncertainty with respect to the reporting units’ operations could cause these assumptions to change in the future. Additionally, as part of our quantitative impairment testing, we perform various sensitivity analyses on certain key assumptions, such as discount rates, cash flow projections, and peer company multiples to analyze the potential for a material impact. The market-based method requires determination of an appropriate peer group whose securities are traded on an active market. The peer group is used to derive market multiples to estimate fair value.

Valuation and Payback of Property and Equipment

Diagnostic based TRUFORMA® capital is placed in fixed assets once purchased or manufactured, where they remain, undepreciated, until they are placed with our customers under the agreement that they will repeatedly purchase consumables or services which are utilized within. Each instance of this placed capital represents an asset that we own. An estimate is made of the anticipated future revenue over its respective life which is ten years. If the payback period of the initial investment in the asset is less than the ten-year life of the asset, we conclude that the assets have been properly recorded, and no write-down is necessary. We rely on third-party data that considers various data points and assumptions, including, but not limited to, the expected volume of consumables which will be sold, anticipated growth rates, and anticipated placements. Realization of the anticipated revenue is dependent on the current assumptions and forecasted models.

Revenue Recognition and Liabilities Due to Customers

The nature of the Company’s business gives rise to variable consideration, including discounts and applicator (“trode”) returns for refurbishment. Credits are issued for unused shocks on returned trodes, which can be used toward the purchase of replacement trodes. Discounts and the estimated unused shock credits decrease the transaction price, which reduces revenue. Variable consideration related to unused shock credits is estimated using the expected value method, which estimates the amount that is expected to be earned. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Estimates of variable consideration are estimated based upon historical experience and known trends. These estimated credits are non-refundable and may only be used towards the purchase of future trode refurbishments. This practice encourages refurbishment purchase prior to complete utilization of the previous trode, so the customer will always have a trode at hand with ample capacity to perform treatments.

v3.23.2
Investment Securities
6 Months Ended
Jun. 30, 2023
Investment Securities  
Investment Securities

5. Investment Securities

The following represents the Company’s investment securities as of June 30, 2023 (in thousands):

Acquisition
Cost

Accretion /
(Amortization)

Unrealized
Gain / (Loss)

Estimated
Fair Value

Commercial paper

$

16,772

$

535

$

(12)

$

17,295

Corporate notes / bonds

39,204

408

(392)

39,220

Debt security

2,750

-

-

2,750

U.S. treasuries

12,639

177

(127)

12,689

U.S. govt. agencies

42,549

194

(255)

42,488

Money market funds

25,310

-

-

25,310

Total investment securities

$

139,224

$

1,314

$

(786)

$

139,752

Accretion / (amortization) refers to the discounts and premiums incurred on bonds and notes purchased and are included within interest income on our consolidated income statement.

Accrued interest receivable related to the above investment securities amounted to $771 and is included within Other Receivables on our consolidated balance sheets.

Contractual maturities of investment securities as of June 30, 2023 are as follows (in thousands):

Acquisition
Cost

Estimated
Fair Value

Original maturities of 90 days or less

$

25,310

$

25,310

Original maturities of 91-365 days

101,877

102,522

Original maturities of 366+ days

12,037

11,920

Total investment securities

$

139,224

$

139,752

v3.23.2
Fair Value Measurements
6 Months Ended
Jun. 30, 2023
Fair Value Measurements  
Fair Value Measurements

6. Fair Value Measurements

In accordance with FASB ASC 820, “Fair Value Measurements and Disclosures,” (“ASC 820”), the Company measures its cash and cash equivalents and investments at fair value on a recurring basis. The company also measures certain assets and liabilities at fair value on a non-recurring basis when applying acquisition accounting.

ASC Topic 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.

As a basis for considering such assumptions, ASC Topic 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1:

Observable inputs that reflect quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2:

Observable inputs other than quoted prices included in Level 1 for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

Level 3:

Unobservable data points for the assets or liability, and include situations where there is little, if any, market activity for the asset or liability. Valuations based on inputs that are unobservable and involve management judgement and the reporting entity’s own assumptions about market participants and pricing.

Cash and cash equivalents, accounts receivable, and accounts payable: The carrying amount of these assets approximate fair value due to the short maturity of these instruments. Cash and cash equivalents include marketable securities with an original maturity within 90 days.

Available-for-sale securities: The Company classifies marketable securities and other highly liquid investments, with a maturity of greater than three months and that can be readily purchased or sold using established markets, as available-for-sale. These investments are reported at fair value on the Company’s consolidated balance sheets and unrealized gains and losses are reported as a component of shareholders’ equity.

Earnout liability: The Company has reported the fair value of the earnout liability within other liabilities on the consolidated balance sheet. See footnote 7 for additional details.

Included within these available-for-sale securities are $2,750 in convertible notes associated with Structured Monitoring Products, Inc.’s (“SMP”) VetGuardian® line. There were no unrealized gains or losses recorded and no impairments recognized as of June 30, 2023.

In accordance with the fair value hierarchy described above, the following table shows the fair value of our investments as of June 30, 2023:

Level 1

Level 2

Level 3

Estimated
Fair Value

Commercial paper

$

-

$

17,295

$

-

$

17,295

Corporate notes / bonds

-

39,220

-

39,220

Debt security

-

-

2,750

2,750

U.S. treasuries

12,689

-

-

12,689

U.S. govt. agencies

42,488

-

-

42,488

Money market funds

25,310

-

-

25,310

Total investment securities

$

80,487

$

56,515

$

2,750

$

139,752

The following table shows these same investments and their respective balance sheet classifications:

Cash &
Cash Equiv.

Available-
For-Sale
(Current)

Available-
For-Sale
(Non-Current)

Estimated
Fair Value

Commercial paper

$

-

$

17,295

$

-

$

17,295

Corporate notes / bonds

-

37,928

1,292

39,220

Debt security

-

-

2,750

2,750

U.S. treasuries

-

10,740

1,949

12,689

U.S. govt. agencies

-

36,559

5,929

42,488

Money market funds

25,310

-

-

25,310

Total investment securities

$

25,310

$

102,522

$

11,920

$

139,752

Unrealized gains on our investments have not been recorded into income as we do not intend to sell nor is it more likely than not that we will be required to sell these investments prior to recovery of their amortized cost basis. The decline in fair value of our debt securities is largely due to the rising interest rate environment driven by current market conditions that have resulted in higher credit spreads. The credit ratings associated with our debt securities are mostly unchanged, are highly rated, and the debtors continue to make timely principal and interest payments. As a result, there were no credit or non-credit impairment charges recorded through June 30, 2023.

v3.23.2
Business Combinations
6 Months Ended
Jun. 30, 2023
Business Combinations  
Business Combinations

7. Business Combinations

All of the Company’s acquisitions of businesses have been accounted for under ASC 805, Business Combinations. Accordingly, the assets of the acquired companies reflect the fair values and have been included in the Company’s Condensed Financial Statements from their respective dates of acquisition.

The results of operations of Pulse Veterinary Technologies, LLC, Revo Squared LLC, and Assisi Animal Health, LLC have been included in the Company’s Condensed Financial Statements since the dates of acquisition on October 1, 2021, June 14, 2022, and July 15, 2022, respectively.

2022 Acquisitions

Asset Purchase Agreement with Assisi Animal Health LLC

On July 15, 2022, Zomedica Corp. and its wholly owned subsidiary Zomedica Inc. entered into an Asset Purchase Agreement with Assisi Animal Health LLC (“Assisi”), its wholly owned subsidiary, AAH Holdings LLC, and certain of Assisi’s members (collectively the “Seller”) pursuant to which Zomedica Inc. agreed to acquire substantially all of the assets related to the Assisi® product lines. The Sellers were in the business of developing, manufacturing, marketing, distributing and selling animal health products which use targeted Pulsed Electromagnetic Field (PEMF) therapy to decrease pain and inflammation, accelerate healing, and reduce anxiety that include the Assisi Loop®, Assisi Loop Lounge®, Assisi DentaLoop® and Calmer Canine® product lines.

Zomedica Inc. paid Assisi a purchase price of $18,293 in cash, which was subject to adjustments based on, among other things, the value of Assisi’s inventory and prepaid expenses at the closing of the acquisition. A portion of the purchase price ($1,400) was deposited into a third-party escrow account to support AAH Holdings LLC and certain of Assisi’s members’ indemnification obligation under the Purchase Agreement, of which $500 was released and $900 will be distributed to Assisi on the 18-month anniversary of the Closing Date, respectively, less the amount of prior or pending indemnification claims. The Company also issued to Assisi a ten-year warrant to purchase an aggregate of 22,000,000 of the Company’s common shares at a per share exercise price equal to $0.252. The warrants may be exercised on a cash or cashless basis, at the election of the warrant holder.

As a result of total consideration exceeding the preliminary fair value of the net assets acquired, goodwill in the amount of $14,329 was recorded in connection with this acquisition, which will be deductible for US tax purposes. The goodwill largely results from our ability to market and sell their respective products and services through our established customer base.

The Company made a preliminary allocation of the purchase price for Assisi’s asset base based on its understanding of the fair value of the acquired assets and assumed liabilities. As the Company continues to obtain additional information about these assets and liabilities, including intangible asset appraisals, inventory valuation, and accrued expenses, and continues to integrate the newly acquired business, the Company will refine the estimates of fair value and more accurately allocate the purchase price. Only items identified as of the acquisition date are considered for subsequent adjustment. The Company will continue to make required adjustments to the purchase price allocation prior to the completion of the acquisition period.

The following table summarizes the preliminary acquisition date fair values of the assets acquired and liabilities assumed and subsequent initial period adjustments:

    

Initial

    

Measurement

    

Allocation of

Period

Updated

    

Consideration

    

Adjustments

    

Allocation

Inventory, net

$

220

$

$

220

Prepaid expenses and deposits

 

271

 

 

271

Other receivables

406

(206)

200

Right of use asset

260

260

Intangible Assets (estimated useful life)

 

E-commerce technology (2 years)

 

200

 

 

200

Trade name (5 years)

 

300

 

 

300

Developed technology (10 years)

 

4,500

 

 

4,500

Customer relationships (19 years)

 

2,800

 

 

2,800

Total assets acquired

 

8,697

 

54

 

8,751

Current portion of lease obligations

 

49

 

49

Non current portion of lease obligations

 

211

 

211

Other non current liabilities

45

 

 

45

Total liabilities assumed

 

45

 

260

 

305

Net assets acquired, excluding goodwill

 

8,652

 

(206)

 

8,446

Goodwill

 

14,329

 

206

 

14,535

Net assets acquired

$

22,981

$

$

22,981

Purchase price consideration was made up of the following:

Cash

$

18,293

Fair value of warrants

$

4,688

Total

$

22,981

The determination of the final purchase price allocation to specific assets and liabilities assumed is incomplete. The purchase price allocation may change in future periods as the fair value estimates of the assets (including intangibles) and liabilities are adjusted.

The following table provides unaudited proforma financial information, prepared in accordance with Topic 805, for the three and six months ended June 30, 2023 and 2022, as if Assisi had been acquired as of January 1, 2022. Proforma results do not include the effect of any synergies anticipated to be achieved from the acquisition, and accordingly, are not necessarily indicative of the results that would have occurred if the acquisition had occurred on the date indicated or that may result in the future.

For the Three Months Ended June 30,

For the Six Months Ended June 30,

2023

2022

    

2023

2022

Net Revenue

$

6,020

$

5,542

$

11,502

$

10,595

Net Losses

$

(5,249)

$

(5,330)

$

(11,634)

$

(9,849)

The proforma amounts have been calculated by including the results of Assisi, and adjusting the combined results to give effect to the following, as if the acquisitions had been consummated on January 1, 2022, together with the consequential tax effects thereon:

For the Three Months Ended June 30,

For the Six Months Ended June 30,

2023

2022

    

2023

2022

Adjustments to net revenues

Assisi preacquisition revenues

$

-

$

1,296

$

-

$

2,598

Adjustments to net income

Assisi preacquisition net losses

$

-

$

(57)

$

-

$

(639)

Asset Purchase Agreement with Revo Squared LLC


On June 14, 2022, Zomedica Corp. and its wholly owned subsidiary Zomedica Inc. entered into an Asset Purchase Agreement with Revo Squared LLC (“Revo Squared”) and its majority member pursuant to which Zomedica Inc. agreed to acquire substantially all of the assets of Revo Squared. Revo Squared, based in Marietta, Georgia, was in the business of developing, manufacturing, marketing, distributing, and selling diagnostic imaging products and services for use in animal health, including its SuperView™, Sonoview™ Color ultrasound, Sonoview Mini/Mini Plus ultrasound, and Microview™ product offerings.

On July 1, 2022, the parties consummated the acquisition. At the closing, Zomedica Inc. paid Revo Squared a base purchase price of $6,011 in cash, which was subject to adjustments based on the amount of Revo Squared’s working capital at the closing. On this date, $500 of the purchase price was deposited into a third-party escrow account for a period of fifteen months to support Revo Squared’s indemnification obligation under the Purchase Agreement. The Company also issued to Revo Squared a ten-year warrant to purchase an aggregate of 10,000,000 of the Company’s common shares at a per share exercise price equal to $0.2201. The warrants may be exercised on a cash or cashless basis, at the election of the warrant holder.

In addition, Zomedica Inc. has agreed to pay Revo Squared aggregate earn-out payments of up to $4,000 based on the achievement of milestones related to future net sales from Revo Squared Products. One-time earn-out payments of $2,000 each will be payable upon net sales from Revo Squared Products exceeding $5,000 and $10,000 during any calendar year ending on or prior to December 31, 2027. The fair value of the earnout liability was adjusted from $2,000 to $1,500 at December 31, 2022. Fair value of the earnout was determined using Level 3 inputs.

As a result of total consideration exceeding the preliminary fair value of the net assets acquired, goodwill in the amount of $6,528 was recorded in connection with this acquisition, which will be deductible for US tax purposes. The goodwill largely results from our ability to market and sell their respective products and services through our established customer base.

The Company made a preliminary allocation of the purchase price for Revo Squared’s asset base based on its understanding of the fair value of the acquired assets and assumed liabilities. As the Company continues to obtain additional information about these assets and liabilities, including intangible asset appraisals, inventory valuation, and accrued expenses, and continues to integrate the newly acquired business, the Company will refine the estimates of fair value and more accurately allocate the purchase price. Only items identified as of the acquisition date are considered for subsequent adjustment. The Company will continue to make required adjustments to the purchase price allocation prior to the completion of the acquisition period.

The following table summarizes the preliminary acquisition date fair values of the assets acquired and liabilities assumed and subsequent initial period adjustments:

    

Initial

    

Measurement

    

Allocation of

Period

Updated

    

Consideration

    

Adjustments

    

Allocation

Trade receivables, net

$

8

$

$

8

Prepaid expenses and deposits

 

10

 

 

10

Intangible Assets (estimated useful life)

 

Trade name (5 years)

 

200

 

 

200

Developed technology (10 years)

 

2,300

 

 

2,300

Customer relationships (16 years)

 

1,200

 

 

1,200

Total assets acquired

 

3,718

 

 

3,718

Earnout liabilities

 

2,458

 

(458)

 

2,000

Total liabilities assumed

 

2,458

 

(458)

 

2,000

Net assets acquired, excluding goodwill

 

1,260

 

458

 

1,718

Goodwill

 

6,528

 

(458)

 

6,070

Net assets acquired

$

7,788

$

$

7,788

Purchase price consideration was made up of the following:

Cash

$

6,011

Fair value of warrants

1,777

Total

$

7,788

The determination of the final purchase price allocation to specific assets and liabilities assumed is incomplete. The purchase price allocation may change in future periods as the fair value estimates of the assets (including intangibles) and liabilities are adjusted.

v3.23.2
Inventory
6 Months Ended
Jun. 30, 2023
Inventory  
Inventory

8. Inventory

Inventory details are as follows:

June 30, 2023

December 31, 2022

Diagnostics

    

Therapeutics

    

Consolidated

    

Diagnostics

    

Therapeutics

    

Consolidated

Raw Materials

$

1

$

2,210

$

2,211

$

$

1,685

$

1,685

Finished Goods

 

339

 

342

 

681

 

 

182

 

182

Purchased Inventory

 

287

 

488

 

775

 

139

 

780

 

919

Total

 

627

 

3,040

 

3,667

 

139

 

2,647

 

2,786

Reserves

 

(11)

 

(22)

 

(33)

 

(18)

 

(22)

 

(40)

Net inventory

$

616

$

3,018

$

3,634

$

121

$

2,625

$

2,746

v3.23.2
Prepaid Expenses and Deposits
6 Months Ended
Jun. 30, 2023
Prepaid Expenses and Deposits.  
Prepaid Expenses and Deposits

9. Prepaid Expenses and Deposits

    

June 30, 

    

December 31, 

2023

2022

Deposits

$

2,668

$

1,886

Prepaid marketing

 

109

 

114

Prepaid insurance

 

574

 

614

Prepaid taxes

 

 

753

Other

 

337

 

620

Total prepaid expenses and deposits

$

3,688

$

3,987

v3.23.2
Property and Equipment
6 Months Ended
Jun. 30, 2023
Property and Equipment  
Property and Equipment


10. Property and Equipment

    

June 30, 

    

December 31, 

2023

2022

Machinery and office equipment

$

7,209

$

6,487

Furniture and equipment

 

120

 

111

Laboratory equipment

 

337

 

249

Leasehold improvements

 

1,239

 

1,239

 

8,905

 

8,086

Accumulated depreciation and amortization

 

1,614

 

1,277

Net property and equipment

$

7,291

$

6,809

Depreciation expense for the six months ended June 30, 2023 and 2022 was $340 and $161, respectively.

v3.23.2
Intangible Assets
6 Months Ended
Jun. 30, 2023
Intangible Assets  
Intangible Assets

11. Intangible Assets

    

June 30, 

    

December 31, 

2023

2022

Computer software

$

1,635

$

350

Customer relationships

 

26,651

 

26,651

Licenses

 

7,479

 

-

Technology

 

15,650

 

15,650

Trademarks

 

16

 

16

Tradename

 

2,850

 

2,850

Website

 

962

 

962

 

55,243

 

46,479

Accumulated amortization

 

7,172

 

4,680

Net intangibles

$

48,071

$

41,799

Included within intangibles are Qorvo related licenses of $7,479 comprised of a one-time license fee of $4,000 that was paid on the effective date of the agreement and the discounted value of an obligation to make a second $4,000 payment upon completion of the installation qualification process for a cartridge production line. The liability associated with the second payment is being recorded in the “Liability Due to Qorvo” line in our Condensed Consolidated Balance Sheets.

The estimated future amortization of intangible assets is as follows:

2023

    

$

2,647

2024

 

5,243

2025

 

5,080

2026

 

4,637

2027 and beyond

 

30,464

Total

$

48,071

Amortization expense for the six months ended June 30, 2023 and 2022 was $2,492 and $1,495, respectively.

v3.23.2
Leases
6 Months Ended
Jun. 30, 2023
Leases  
Leases

12. Leases

On February 1, 2021 the Company downsized its office space and modified its existing lease with Wickfield Phoenix LLC. The new lease period was for forty-eight months, commencing on February 1, 2021 and ending on January 31, 2025 with a monthly rent payment of $12 for the first two months and escalating to $31 over the lease period. The carrying value of the right of use asset was $1,258 upon modification using the Company's incremental borrowing rate of 3.95%. During the period ending March 31, 2021 the Company recorded a gain on right-of-use asset of $24 in the consolidated statements of comprehensive loss.

On September 15, 2021, the Company entered into an additional lease with Wickfield Phoenix LLC for warehousing space. The new lease period is for forty-one months, commencing on September 15, 2021, and ending on January 31, 2025, with a monthly rent payment of $5 for the first month and escalating to $10 over the lease period. The Company recorded a right-of-use asset and corresponding lease liability for $366 using the Company's incremental borrowing rate of 3.95%.

On April 1, 2022, the Company entered into an agreement with ULF Northfield Business Center LLC to lease 12,400 square feet of office and warehouse space. The lease period is for sixty-one months beginning on April 1, 2022, with a monthly rent payment of $9 for the first twelve months and escalating to $11 per month over the lease period. The Company recorded a right-of-use asset and corresponding lease liability for $546 using an incremental borrowing rate of 3.95%.

On July 1, 2022, as part of the Revo Squared Purchase, the Company assumed an agreement with Lebow 1031 Legacy, LLC to lease 4,626 square feet of office space. The remaining lease period assumed at the time of the agreement is for eighteen months beginning on July 1, 2022 and lasting through December of 2023. The lease has a monthly rent payment of $4 per month over the lease period. The Company recorded a right-of-use asset and corresponding lease liability for $67 using an incremental borrowing rate of 7.00%.

On July 15, 2022, as part of the Assisi asset purchase agreement, the Company assumed a license agreement pursuant to a lease agreement between The Wheelership LLC and The Realty Associates Fund XII portfolio, L.P., whereby Assisi sublet 5,185 square feet of warehousing space. The remaining lease period assumed at the time of the agreement is for fifty-two months beginning on August 16, 2022 and lasts through November of 2026. The lease has a rent payment of $4 for the first month and escalates to $6 per month over the lease period. The Company recorded a right-of-use asset and corresponding lease liability for $260 using an incremental borrowing rate of 7.00%.

On May 10, 2023, the Company amended the lease agreement with ULF Northfield Business Center LLC to expand the lease by 6,000 square feet, to a total of 18,400 square feet, and extend the lease term from the date ending April 30, 2027 to sixty months after the earlier of the date on which the landlord delivers the expanded premises to the Company or December 1, 2023. The expanded premises has not yet been delivered to the Company, but upon delivery, the rent will increase to $16 for the first month and escalate over the course of the lease to $22 per month in the final year.

For the three and six months ended June 30, 2023, the Company recognized $213 and $412 in rent expense inclusive of common area maintenance (CAM) charges, insurance, and tax with $23 and $41 recorded into cost of revenue, $66 and $106 recorded in research and development expenses, and $124 and $265 recorded in general and administrative expense in the consolidated statements of comprehensive loss.

For the three and six months ended June 30, 2022, the Company recognized $179 and $331 in rent expense inclusive of common area maintenance (CAM) charges, insurance, and tax with $18 and $34 recorded in research and development expenses, and $161 and $297 recorded in general and administrative expense in the consolidated statements of comprehensive loss. We did not transfer any of the rent to cost of revenue in 2022.

June 30, 

December 31, 

    

2023

2022

Right-of-use asset

    

    

    

    

    

Cost

 

  

 

  

Aggregate lease commitments

$

2,759

$

2,759

Less: impact of present value

 

(262)

(262)

Balance

$

2,497

$

2,497

Reduction in right-of-use asset

 

  

  

Straight line amortization

 

1,292

946

Interest

 

(150)

(114)

Balance

$

1,142

$

832

Net book value as at:

Balance

$

1,355

$

1,665

Lease liabilities

Additions

$

2,520

$

2,520

Payments

 

(1,248)

(896)

Interest

 

150

114

Total lease liabilities

$

1,422

$

1,738

Current portion of lease liabilities

 

641

641

Long term portion of lease liabilities

 

781

1,097

Total lease liabilities

$

1,422

$

1,738

Total remaining undiscounted lease liabilities related to the above lease are as follows:

    

2023

$

354

2024

 

679

2025

 

237

2026

197

2027

44

Total lease payments

$

1,511

Less imputed interest

89

Total

$

1,422

Our weighted-average remaining lease term and discount rate are as follows:

Six Months Ended
June 30, 2023

Weighted-average remaining lease term

2.5 years

Weighted-average discount rate

4.5%

v3.23.2
Stock-Based Compensation
6 Months Ended
Jun. 30, 2023
Stock-Based Compensation  
Stock-Based Compensation

13. Stock-Based Compensation

During the three and six months ended June 30, 2023, the Company issued 1,455,000 and 8,165,000 stock options to purchase an aggregate of 1,455,000 and 8,165,000 common shares. These options also vest over a period of four years and have an expiration period of 10 years.

During the three and six months ended June 30, 2022, the Company issued 6,575,000 and 21,000,000 stock options to purchase an aggregate of 6,575,000 and 21,000,000 common shares. These options also vest over a period of four years and have an expiration period of 10 years.

The continuity of stock options are as follows:

Number of

Weighted Avg

Options

Exercise Price

Balance at December 31, 2022

    

84,112,443

    

$

0.3602

    

Stock options granted

 

8,165,000

0.1998

Stock options forfeited

 

2,095,000

0.3441

Vested stock options expired

 

727,500

1.1228

Balance at June 30, 2023

 

89,454,943

$

0.3397

Vested at June 30, 2023

 

30,045,224

$

0.3497

As of June 30, 2023, details of the issued and outstanding stock options are as follows:

Grant Year

Weighted Avg.
Exercise Price

Number of Options
Issued
 and Outstanding

Number of
Vested Options
Outstanding

Number of
Unvested Options
Outstanding

Weighted Avg.
Remaining Life
Outstanding
(Years)

2020

0.22

17,137,724

15,938,974

1,198,750

2.45

2021

 

0.66

 

20,050,000

 

6,900,000

 

13,150,000

 

3.12

2022

 

0.27

 

44,142,219

 

7,206,250

 

36,935,969

 

4.07

2023

 

0.24

 

8,125,000

 

 

8,125,000

 

4.73

Balance at June 30, 2023

 

 

89,454,943

 

30,045,224

 

59,409,719

 

  

The Company calculates volatility of stock-based compensation using the historical price of the Company’s stock. An increase/decrease in the volatility would have resulted in an increase/decrease in the fair value of the options.

The fair value of options granted during the three months ended June 30, 2023 and the twelve months ended December 31, 2022 were estimated using the Black-Scholes option pricing model to determine the fair value of options granted using the following assumptions:

Grant Year

  

Weighted Avg.
Volatility

  

Weighted Avg.
Risk-Free Int. Rate

  

Weighted Avg.
Expected Life
(In Years)

Weighted Avg.
Common Share Price

Weighted Avg.
Exercise Price

2020

96

%

0.47

%

9.53

$

0.21

$

0.22

2021

117

1.09

6.20

0.65

0.66

2022

112

3.10

5.91

0.26

0.27

2023

110

3.69

6.25

0.23

0.24

For the three months and six months ended June 30, 2023, the Company recorded $1,725 and $3,490 of stock-based expense. For the three months and six months ended June 30, 2022, the Company recorded $2,492 and $4,533 of stock-based expense.

v3.23.2
Warrants
6 Months Ended
Jun. 30, 2023
Warrants  
Warrants

14. Warrants

The Company values warrants issued in equity placements using the Black Scholes model to allocate the fair value of the proceeds from equity financings using a relative fair value approach. Like other stock-based compensation, management uses judgment to determine the inputs to the Black-Scholes option pricing model including the expected life, and underlying share price volatility. Changes in these assumptions will impact the calculation of fair value and the value attributed to the warrants. The Company calculates volatility of warrants based on the historical price of the Company’s stock. An increase/decrease in the volatility would have resulted in an increase/decrease in the fair value of the options.

In connection with the July 1, 2022 asset acquisition of Revo Squared, the Company issued a ten-year warrant to purchase 10,000,000 common shares at a per share exercise price equal to $0.2201. The warrants may be exercised on a cash or cashless basis, at the election of the warrant holder. As of June 30, 2023, no warrants have been exercised.

In connection with the July 15, 2022 asset acquisition of Assisi, the Company issued a ten-year warrant to purchase 22,000,000 common shares at a per share exercise price equal to $0.2520. The warrants may be exercised on a cash or cashless basis, at the election of the warrant holder. As of June 30, 2023, no warrants have been exercised.

As of June 30, 2023, details of the outstanding warrants were as follows:

    

    

    

Weighted 

Average

Exercise

Warrants 

 Remaining 

Original Issue date

 Price

Outstanding

Life

February 14, 2020 (Series A)

0.1500

197,917

1.62

April 9, 2020 (Series B)

0.1500

363,501

1.78

May 29, 2020 (Series C)

0.1500

-

-

July 7, 2020 (Series D)

0.1600

-

-

July 1, 2022 (Revo Squared)

0.2201

10,000,000

9.01

July 15, 2022 (Assisi)

0.2520

22,000,000

9.05

Balance at June 30, 2023

 

  

 

32,561,418

 

  


Cumulative warrants exercised and expired as of June 30, 2023 were as follows:

    

Warrants

    

    

    

Warrants

    

    

Warrant Series

Exercised

Amount

Expired

Amount

February 14, 2020 (Series A)

 

21,677,084

$

4,293

 

$

April 9, 2020 (Series B)

 

17,969,833

 

2,695

 

 

May 29, 2020 (Series C)

 

133,213,333

 

19,982

 

120,000

 

18

July 7, 2020 (Series D)

 

187,269,000

 

29,963

 

231,000

 

37

July 1, 2022 (Revo Squared)

 

 

 

 

July 15, 2022 (Assisi)

 

 

 

 

Total

 

360,129,250

$

56,933

 

351,000

$

55

v3.23.2
Income Taxes
6 Months Ended
Jun. 30, 2023
Income Taxes  
Income Taxes

15. Income Taxes

The Company is in an overall net deferred tax liability position as of June 30, 2023. Management has assessed that the future taxable income resulting from the deferred tax liability position will result in utilization of the Company’s US federal and state net operating loss carryforwards in future tax periods. The Company is in a net deferred tax asset position in Canada and a full valuation allowance against the Canada deferred tax assets remains necessary as a result of the historical losses and the uncertainty of realizing any future tax benefits related to the Canadian deferred tax assets.

v3.23.2
Commitments and Contingencies
6 Months Ended
Jun. 30, 2023
Commitments and Contingencies  
Commitments and Contingencies

16. Commitments and Contingencies

From time to time, the Company may be exposed to claims and legal actions in the normal course of business. As of June 30, 2023, and continuing as of August 10, 2023, the Company is not aware of any pending or threatened material litigation claims against the Company.

On May 10, 2018, the Company entered a Development, Commercialization and Exclusive Distribution Agreement. As part of the agreement, the Company is required to make the following future milestone payments:

1st payment: $3,500 in cash payment upon the achievement of future development milestones

2nd payment: $3,500 in equity, determined by dividing the amount due by the volume-weighted average price of the Company’s common stock on the NYSE American exchange over the 10 trading days prior to the achievement of the milestone event.

As of June 30, 2023, none of the future development milestones related to the above agreement have been met. The Company has assessed the probability of meeting the above milestones and has determined that an accrual is not necessary as of June 30, 2023 and December 31, 2022.

On January 17, 2023, the Company entered into a series of agreements with Qorvo Biotechnologies, LLC. Under the terms of these agreements, the Company has the obligation:

to purchase a minimum quantity of production and development cartridges for the period beginning on the date the parties entered into the agreements and ending on the earlier of the date Zomedica notifies Qorvo to stop production or December 31, 2024;

to purchase a minimum quantity of BAW Sensors commencing on the Transition Date and continuing as long as Zomedica has a license from Qorvo to manufacture the cartridges, subject to each party’s rights to early termination including Zomedica’s right to terminate at any time with 90 days prior written notice; and

to pay a royalty to Qorvo on the sale of cartridges after the Transition Date

v3.23.2
Segment Information
6 Months Ended
Jun. 30, 2023
Segment Information  
Segment Information

17. Segment Information

The Company’s operations are comprised of two reportable segments:

Diagnostics, which consists of TRUFORMA®, VetGuardian®, and imaging products;

Therapeutics, which consists of Assisi® and PulseVet® products

The Company’s Chief Operating Decision Maker (CODM) is its Chief Executive Officer who has ultimate responsibility for enterprise decisions.

Although our reportable segments provide similar products, each one is managed separately to better align with the Company’s customers and distribution / development partners. The CODM determines resource allocation for, and monitors performance of, the consolidated enterprise, the Diagnostics segment, and the Therapeutics segment together. The CODM relies on internal segment reporting that analyzes results on certain key performance indicators, namely, revenues and gross profit. Costs below gross profit are not allocated to the segments.

The following is a reconciliation of consolidated revenue, cost of revenue, and gross profit amongst our reportable segments as of June 30, 2023:

    

Diagnostics

    

Therapeutics

    

Consolidated

    

Net revenue

$

648

$

10,854

$

11,502

Cost of revenue

 

744

 

2,875

 

3,619

Gross profit

$

(96)

$

7,979

$

7,883

v3.23.2
Loss Per Share
6 Months Ended
Jun. 30, 2023
Loss Per Share  
Loss Per Share

18. Loss Per Share

For the Three Months Ended June 30, 

For the Six Months Ended June 30, 

    

2023

    

2022

    

2023

    

2022

Numerator

  

  

  

  

Net loss for the period

$

(5,249)

$

(5,273)

$

(11,634)

$

(9,210)

Charge to retained earnings for preferred share exchange

 

-

 

-

 

-

 

-

Loss attributable to common shareholders

(5,249)

(5,273)

(11,634)

(9,210)

Denominator

 

 

Weighted average shares - basic

 

979,949,668

979,899,668

979,949,668

979,899,668

Loss per share - basic and diluted

$

(0.005)

$

(0.005)

$

(0.012)

$

(0.009)

As of June 30, 2023, and 2022, the Company had stock options outstanding of 89,454,943 and 61,507,724 and warrants outstanding of 32,561,418 and 792,418. These securities could potentially dilute basic earnings per share in the future but were excluded from the computation of diluted loss per share in the periods presented, as their effect would be anti-dilutive.

v3.23.2
Related Party Transaction
6 Months Ended
Jun. 30, 2023
Related Party Transaction  
Related Party Transaction

19. Related Party Transaction

On March 1, 2022 we entered into a Consulting Agreement with Johnny Powers, a member of our Board. Pursuant to the Powers Agreement, Dr. Powers provides strategic consulting services to the Company and is entitled to $10 per month as compensation and reimbursement for authorized expenses. The Powers Agreement expired May 31, 2023.

v3.23.2
Subsequent Events
6 Months Ended
Jun. 30, 2023
Subsequent Events  
Subsequent Events

20. Subsequent Events

None

v3.23.2
Significant Accounting Policies (Policies)
6 Months Ended
Jun. 30, 2023
Significant Accounting Policies  
Principles of Consolidation

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, and its wholly owned subsidiaries. Intercompany transactions and balances between consolidated businesses have been eliminated.

The accounting policies set out below have been applied consistently in the consolidated financial statements. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Basis of Measurement

Basis of Measurement

The condensed consolidated financial statements have been prepared on the historical cost basis except as otherwise noted.

Business Combinations

Business Combinations

We account for business combinations in accordance with ASC 805, Business Combinations, if the acquired assets assumed and liabilities incurred constitute a business. We consider acquired companies to constitute a business if the acquired net assets and processes have the ability to create outputs in the form of revenue. For acquired companies constituting a business, we recognize the identifiable assets acquired and liabilities assumed at their acquisition-date fair values and recognize any excess of total consideration paid over the fair value of the identifiable net assets as goodwill.

Estimates and Assumptions

Estimates and Assumptions

In preparing these financial statements, management was required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates and assumptions are based on our historical experience, the terms of existing contracts, our evaluation of trends in the industry, information provided by our customers and suppliers and information available from other outside sources, as appropriate. These estimates and assumptions are subject to an inherent degree of uncertainty. We are not presently aware of any events or circumstances that would require us to update such estimates and assumptions or revise the carrying value of our assets or liabilities. Our estimates may change, however, as new events occur, and additional information is obtained. As a result, actual results may differ significantly from our estimates, and any such differences may be material to our financial statements.

Functional and Reporting Currencies

Functional and Reporting Currencies

The functional currency, as determined by management, for Canada and our subsidiaries in the United States and Switzerland is U.S. dollars, which is also our reporting currency.

The functional currency, as determined by management, for our Japanese subsidiary is Japanese Yen. Japanese Yen are translated for financial reporting purposes with translation gains and losses recorded as a component of other comprehensive income or loss.

In respect of transactions denominated in currencies other than the Company and its wholly owned operating subsidiaries’ functional currencies, the monetary assets and liabilities are remeasured at the period end rates. Revenue and expenses are measured at rates of exchange prevailing on the transaction dates. All of the exchange gains or losses resulting from these transactions are recognized in the consolidated statements of operations and comprehensive loss.

Comparative Figures

Comparative Figures

A portion of depreciation expense for the three and six months ended June 30, 2023 has been stated as part of cost of revenue for $102 and $193 respectively. The consolidated statements of income and comprehensive income for the three and six months ended June 30, 2022 have been adjusted for $30 and $51 respectively for depreciation that was included in selling, general, and administrative expense. This amount has been reclassified to cost of revenue to conform to the current year presentation. The change in presentation had no effect on the reported results of operations and does not affect previously reported cash flows from operating activities in the consolidated statements of cash flows.

To better align with the way in which we measure and track our business, we have changed the categorization of products within our segmentation of revenue. A portion of the products in our Therapeutics segment were previously designated as instruments and trodes in our form 10Q for the period ending June 30, 2022. These products have since been renamed to be capital and consumables to better align with our other platforms and to provide a more consistent baseline for comparison of the product lines within. Capital refers to the devices we sell within our PulseVet®, Revo Squared®, and VetGuardian® product lines. Consumables continues to include our TRUFORMA® cartridges as it did last year and now includes our PulseVet trodes as well as our Assisi® products. There have been no changes to the overall sales numbers for our Diagnostics and Therapeutics segments, only the product names making up the total.

Segment Reporting

Segment Reporting

The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable segments. The Company’s reportable segments consist of Diagnostics and Therapeutics.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly liquid securities with an original maturity of three months or less to be cash equivalents.

Investment Securities

Investment Securities

Our investment securities, which are comprised of corporate bonds/notes and US treasuries, are accounted for in accordance with ASC 320, “Investments – Debt and Equity Securities” (“ASC 320”). The company considers all of its securities for which there is a determinable fair market value, and there are no restrictions on the Company’s ability to sell within the next twelve months, as available for sale. We classify these securities as both current and non-current depending on their time to maturity. Available-for-sale securities are carried at fair value, with unrealized gains and losses reported as a component of shareholders’ equity.

Accounts Receivable and Allowance for Credit Losses


Accounts Receivable and Allowance for Credit Losses

Accounts receivable are recorded net of an allowance for credit losses and have payment terms of 30 days. Our policy for determining the allowance is based on factors that affect collectability, including: (a) historical trends of write-offs, recoveries, and credit losses; (b) the credit quality of our customers; and (c) projected economic and market conditions. As of June 30, 2023, our allowance was $66  and was recorded net in trade receivables. While we believe that our allowance for credit losses is adequate and represents our best estimate

as of June 30, 2023, we continue to closely monitor customer liquidity and industry and economic conditions, which may result in changes to these estimates.

Inventories

Inventories

Inventories are stated at the lower of cost or net realizable value. The Company utilizes the specific identification and First in, First out ("FIFO") method to track inventory costs. The Company records reserves, when necessary, to reduce the carrying value of inventory to its net realizable value. Management considers forecast demand in relation to the inventory on hand, competitiveness of product offerings, market conditions and product life cycles when determining excess and obsolescence and net realizable value adjustments. At the point of loss recognition, a new, lower-cost basis for that inventory is established, and any subsequent improvements in facts and circumstances do not result in the restoration or increase in that newly established cost basis.

Property and Equipment

Property and Equipment

Property and equipment are carried at historical cost less accumulated depreciation and any accumulated impairment losses. Property and equipment acquired in a business combination are recorded at fair value as of the date of acquisition. Maintenance and repair expenditures that do not improve or extend the life are expensed in the period incurred.

Depreciation is recognized so as to write off the cost less their residual values over their useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each year, with the effect of any changes in estimate accounted for on a prospective basis.

An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.

Intangible Assets

Intangible Assets

Expenditures related to the planning and operation of the Company’s website are expensed as incurred. Expenditures related to the website application and infrastructure development are capitalized and amortized over the website’s estimated useful life.

Costs related to acquired customer relationships, developed technology, licenses, trademarks, and tradenames have been capitalized and amortized over the estimated useful life.

Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortization and accumulated impairment losses. Amortization is recognized on a straight-line basis over their estimated useful lives. The estimated useful lives and amortization methods are reviewed at the end of each year, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

Revenue Recognition


Revenue Recognition

The Company enters into agreements which may contain multiple promises where customers purchase products, services, or a combination thereof. Determining whether products and services are considered distinct performance obligations that should be accounted for separately requires judgment. We determine the transaction price for a contract based on the total consideration we expect to receive in exchange for the transferred goods or services.

The Company allocates revenue to each performance obligation in proportion to the relative standalone selling prices and recognizes revenue when control of the related goods or services is transferred for each obligation. We utilize the observable standalone selling price when available, which represents the price charged for the performance obligation when sold separately.

The Company's contracts with customers are generally comprised of purchase orders for the sale of the point of care instrument, consumable products, and extended warranties, or some variation thereof. The instrument and consumables each represent a single performance obligation when sold separately, that is satisfied at a point in time upon transfer of control of the product to the customer which is typically upon receipt of the goods by the customer. The extended warranties are also a separate performance obligation, whereby revenue is recognized over time.

The nature of the Company’s PulseVet® business gives rise to variable consideration, including discounts and applicator (“trode”) returns for refurbishment. Credits are issued for unused shocks on returned trodes, which can be used toward the purchase of replacement trodes. Discounts and the estimated unused shock credits decrease the transaction price, which reduces revenue. Variable consideration related to unused shock credits is estimated using the expected value method, which estimates the amount that is expected to be earned. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Estimates of variable consideration are based upon historical experience and known trends. These estimated credits are nonrefundable and may only be used towards the purchase of future trode refurbishments. This practice encourages refurbishment purchase prior to complete utilization of the previous trode, so the customer will always have a trode on hand with ample capacity to perform treatments.

At times the Company receives consideration prior to when the performance obligation is completed, giving rise to a contract liability. Sales are recorded net of sales tax. Sales tax is charged on sales to end users and remitted to the appropriate state authority.

Disaggregated revenue for the three and six months ended June 30, 2023 and 2022 is as follows:

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Diagnostics

Therapeutics

Consolidated

Diagnostics

Therapeutics

Consolidated

  

2023

  

2022

  

2023

  

2022

  

2023

  

2022

  

2023

  

2022

  

2023

  

2022

  

2023

  

2022

Capital

$

67

$

-

$

1,892

$

1,543

$

1,959

$

1,543

$

284

$

-

$

3,386

$

3,102

$

3,670

$

3,102

Consumables

182

92

3,850

2,579

4,032

2,671

364

148

7,416

4,680

7,780

4,828

Other (e.g., warranty and repairs)

-

-

29

32

29

32

-

-

52

67

52

67

Total revenue

$

249

$

92

$

5,771

$

4,154

$

6,020

$

4,246

$

648

$

148

$

10,854

$

7,849

$

11,502

$

7,997

Cost of Revenue

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Diagnostics

Therapeutics

Consolidated

Diagnostics

Therapeutics

Consolidated

  

2023

  

2022

  

2023

  

2022

  

2023

  

2022

  

2023

  

2022

  

2023

  

2022

  

2023

  

2022

Capital

$

67

$

-

$

1,892

$

1,543

$

1,959

$

1,543

$

284

$

-

$

3,386

$

3,102

$

3,670

$

3,102

Consumables

182

92

3,850

2,579

4,032

2,671

364

148

7,416

4,680

7,780

4,828

Other (e.g., warranty and repairs)

-

-

29

32

29

32

-

-

52

67

52

67

Total revenue

$

249

$

92

$

5,771

$

4,154

$

6,020

$

4,246

$

648

$

148

$

10,854

$

7,849

$

11,502

$

7,997

Research and Development

Research and Development


Research and development costs related to continued research and development programs are expensed as incurred.

Stock-based Compensation

Stock-based Compensation

The Company calculates stock-based compensation using the fair value method, under which the fair value of the options at the grant date is calculated using the Black-Scholes Option Pricing Model, and subsequently expensed over the vesting period of the option using the graded vesting method. The provisions of the Company’s stock-based compensation plans do not require the Company to settle any options by transferring cash or other assets, and therefore the Company classifies the awards as equity. Stock-based compensation expense recognized during the period is based on the value of stock-based payment awards that are ultimately expected to vest.

The Company estimates forfeitures at the time of grant and revises the estimate, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

Income Taxes

Income Taxes

The Company accounts for income taxes in accordance with ASC 740, Income Taxes, on a tax jurisdictional basis. The Company files income tax returns in Canada and the province of Alberta and its subsidiaries file income tax returns in the United States and various states, including in Michigan where the Company’s headquarters are located.

Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the tax basis of assets and liabilities and their financial statement reported amounts using enacted tax rates and laws in effect in the year in which the differences are expected to reverse. A valuation allowance is provided against deferred tax assets when it is determined to be more likely than not that the deferred tax asset will not be realized.

The Company assesses the likelihood of the financial statement effect of an uncertain tax position that should be recognized when it is more likely than not that the position will be sustained upon examination by a taxing authority based on the technical merits of the tax position, circumstances, and information available as of the reporting date. The Company is subject to examination by taxing authorities in the United States, Canada, Japan, and Switzerland. The Company recognizes tax-related interest and penalties, if any, as a component separate from income tax expense.

Comprehensive Loss

Comprehensive Loss

The Company follows ASC topic 220. This statement establishes standards for reporting and display of comprehensive (loss) income and its components. Comprehensive loss is net loss plus certain items that are recorded directly to shareholders’ equity. The Company has recorded a currency translation adjustment associated with its Japanese subsidiary.

Loss Per Share

Loss Per Share


Basic loss per share (“EPS”) is computed by dividing the loss attributable to common shareholders by the weighted average number of common shares outstanding. Diluted EPS reflects the potential dilution that could occur from common shares issuable through the exercise or conversion of stock options, restricted stock awards, warrants and convertible securities. In certain circumstances, the conversion of options is excluded from diluted EPS if the effect of such inclusion would be anti-dilutive.

v3.23.2
Significant Accounting Policies (Tables)
6 Months Ended
Jun. 30, 2023
Significant Accounting Policies  
Schedule of segmented revenue

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Diagnostics

Therapeutics

Consolidated

Diagnostics

Therapeutics

Consolidated

  

2023

  

2022

  

2023

  

2022

  

2023

  

2022

  

2023

  

2022

  

2023

  

2022

  

2023

  

2022

Capital

$

67

$

-

$

1,892

$

1,543

$

1,959

$

1,543

$

284

$

-

$

3,386

$

3,102

$

3,670

$

3,102

Consumables

182

92

3,850

2,579

4,032

2,671

364

148

7,416

4,680

7,780

4,828

Other (e.g., warranty and repairs)

-

-

29

32

29

32

-

-

52

67

52

67

Total revenue

$

249

$

92

$

5,771

$

4,154

$

6,020

$

4,246

$

648

$

148

$

10,854

$

7,849

$

11,502

$

7,997

v3.23.2
Investment securities (Tables)
6 Months Ended
Jun. 30, 2023
Investment Securities  
Schedule of company's investment securities

The following represents the Company’s investment securities as of June 30, 2023 (in thousands):

Acquisition
Cost

Accretion /
(Amortization)

Unrealized
Gain / (Loss)

Estimated
Fair Value

Commercial paper

$

16,772

$

535

$

(12)

$

17,295

Corporate notes / bonds

39,204

408

(392)

39,220

Debt security

2,750

-

-

2,750

U.S. treasuries

12,639

177

(127)

12,689

U.S. govt. agencies

42,549

194

(255)

42,488

Money market funds

25,310

-

-

25,310

Total investment securities

$

139,224

$

1,314

$

(786)

$

139,752

Schedule of contractual maturities of investment securities

Contractual maturities of investment securities as of June 30, 2023 are as follows (in thousands):

Acquisition
Cost

Estimated
Fair Value

Original maturities of 90 days or less

$

25,310

$

25,310

Original maturities of 91-365 days

101,877

102,522

Original maturities of 366+ days

12,037

11,920

Total investment securities

$

139,224

$

139,752

v3.23.2
Fair Value Measurements (Tables)
6 Months Ended
Jun. 30, 2023
Fair Value Measurements  
Schedule of the fair value of our investments

Level 1

Level 2

Level 3

Estimated
Fair Value

Commercial paper

$

-

$

17,295

$

-

$

17,295

Corporate notes / bonds

-

39,220

-

39,220

Debt security

-

-

2,750

2,750

U.S. treasuries

12,689

-

-

12,689

U.S. govt. agencies

42,488

-

-

42,488

Money market funds

25,310

-

-

25,310

Total investment securities

$

80,487

$

56,515

$

2,750

$

139,752

Schedule of investments and balance sheet classifications

Cash &
Cash Equiv.

Available-
For-Sale
(Current)

Available-
For-Sale
(Non-Current)

Estimated
Fair Value

Commercial paper

$

-

$

17,295

$

-

$

17,295

Corporate notes / bonds

-

37,928

1,292

39,220

Debt security

-

-

2,750

2,750

U.S. treasuries

-

10,740

1,949

12,689

U.S. govt. agencies

-

36,559

5,929

42,488

Money market funds

25,310

-

-

25,310

Total investment securities

$

25,310

$

102,522

$

11,920

$

139,752

v3.23.2
Business Combinations (Tables)
6 Months Ended
Jun. 30, 2023
Assisi  
Summary of acquisition date fair values

    

Initial

    

Measurement

    

Allocation of

Period

Updated

    

Consideration

    

Adjustments

    

Allocation

Inventory, net

$

220

$

$

220

Prepaid expenses and deposits

 

271

 

 

271

Other receivables

406

(206)

200

Right of use asset

260

260

Intangible Assets (estimated useful life)

 

E-commerce technology (2 years)

 

200

 

 

200

Trade name (5 years)

 

300

 

 

300

Developed technology (10 years)

 

4,500

 

 

4,500

Customer relationships (19 years)

 

2,800

 

 

2,800

Total assets acquired

 

8,697

 

54

 

8,751

Current portion of lease obligations

 

49

 

49

Non current portion of lease obligations

 

211

 

211

Other non current liabilities

45

 

 

45

Total liabilities assumed

 

45

 

260

 

305

Net assets acquired, excluding goodwill

 

8,652

 

(206)

 

8,446

Goodwill

 

14,329

 

206

 

14,535

Net assets acquired

$

22,981

$

$

22,981

For the Three Months Ended June 30,

For the Six Months Ended June 30,

2023

2022

    

2023

2022

Net Revenue

$

6,020

$

5,542

$

11,502

$

10,595

Net Losses

$

(5,249)

$

(5,330)

$

(11,634)

$

(9,849)

Summary of purchase price consideration

Cash

$

18,293

Fair value of warrants

$

4,688

Total

$

22,981

Schedule of pro forma financial information

For the Three Months Ended June 30,

For the Six Months Ended June 30,

2023

2022

    

2023

2022

Adjustments to net revenues

Assisi preacquisition revenues

$

-

$

1,296

$

-

$

2,598

Adjustments to net income

Assisi preacquisition net losses

$

-

$

(57)

$

-

$

(639)

Revo Squared  
Summary of acquisition date fair values

    

Initial

    

Measurement

    

Allocation of

Period

Updated

    

Consideration

    

Adjustments

    

Allocation

Trade receivables, net

$

8

$

$

8

Prepaid expenses and deposits

 

10

 

 

10

Intangible Assets (estimated useful life)

 

Trade name (5 years)

 

200

 

 

200

Developed technology (10 years)

 

2,300

 

 

2,300

Customer relationships (16 years)

 

1,200

 

 

1,200

Total assets acquired

 

3,718

 

 

3,718

Earnout liabilities

 

2,458

 

(458)

 

2,000

Total liabilities assumed

 

2,458

 

(458)

 

2,000

Net assets acquired, excluding goodwill

 

1,260

 

458

 

1,718

Goodwill

 

6,528

 

(458)

 

6,070

Net assets acquired

$

7,788

$

$

7,788

Summary of purchase price consideration

Cash

$

6,011

Fair value of warrants

1,777

Total

$

7,788

v3.23.2
Inventory (Tables)
6 Months Ended
Jun. 30, 2023
Inventory  
Summary of inventory

June 30, 2023

December 31, 2022

Diagnostics

    

Therapeutics

    

Consolidated

    

Diagnostics

    

Therapeutics

    

Consolidated

Raw Materials

$

1

$

2,210

$

2,211

$

$

1,685

$

1,685

Finished Goods

 

339

 

342

 

681

 

 

182

 

182

Purchased Inventory

 

287

 

488

 

775

 

139

 

780

 

919

Total

 

627

 

3,040

 

3,667

 

139

 

2,647

 

2,786

Reserves

 

(11)

 

(22)

 

(33)

 

(18)

 

(22)

 

(40)

Net inventory

$

616

$

3,018

$

3,634

$

121

$

2,625

$

2,746

v3.23.2
Prepaid Expenses and Deposits (Tables)
6 Months Ended
Jun. 30, 2023
Prepaid Expenses and Deposits.  
Schedule of prepaid expenses and deposits

    

June 30, 

    

December 31, 

2023

2022

Deposits

$

2,668

$

1,886

Prepaid marketing

 

109

 

114

Prepaid insurance

 

574

 

614

Prepaid taxes

 

 

753

Other

 

337

 

620

Total prepaid expenses and deposits

$

3,688

$

3,987

v3.23.2
Property and Equipment (Tables)
6 Months Ended
Jun. 30, 2023
Property and Equipment  
Schedule of property and equipment

    

June 30, 

    

December 31, 

2023

2022

Machinery and office equipment

$

7,209

$

6,487

Furniture and equipment

 

120

 

111

Laboratory equipment

 

337

 

249

Leasehold improvements

 

1,239

 

1,239

 

8,905

 

8,086

Accumulated depreciation and amortization

 

1,614

 

1,277

Net property and equipment

$

7,291

$

6,809

v3.23.2
Intangible Assets (Tables)
6 Months Ended
Jun. 30, 2023
Intangible Assets  
Schedule of finite-lived intangible assets

    

June 30, 

    

December 31, 

2023

2022

Computer software

$

1,635

$

350

Customer relationships

 

26,651

 

26,651

Licenses

 

7,479

 

-

Technology

 

15,650

 

15,650

Trademarks

 

16

 

16

Tradename

 

2,850

 

2,850

Website

 

962

 

962

 

55,243

 

46,479

Accumulated amortization

 

7,172

 

4,680

Net intangibles

$

48,071

$

41,799

Schedule of finite-lived intangible assets, future amortization expense

2023

    

$

2,647

2024

 

5,243

2025

 

5,080

2026

 

4,637

2027 and beyond

 

30,464

Total

$

48,071

v3.23.2
Leases (Tables)
6 Months Ended
Jun. 30, 2023
Leases  
Schedule of lessee, operating lease, right of use asset and lease liabilities

June 30, 

December 31, 

    

2023

2022

Right-of-use asset

    

    

    

    

    

Cost

 

  

 

  

Aggregate lease commitments

$

2,759

$

2,759

Less: impact of present value

 

(262)

(262)

Balance

$

2,497

$

2,497

Reduction in right-of-use asset

 

  

  

Straight line amortization

 

1,292

946

Interest

 

(150)

(114)

Balance

$

1,142

$

832

Net book value as at:

Balance

$

1,355

$

1,665

Lease liabilities

Additions

$

2,520

$

2,520

Payments

 

(1,248)

(896)

Interest

 

150

114

Total lease liabilities

$

1,422

$

1,738

Current portion of lease liabilities

 

641

641

Long term portion of lease liabilities

 

781

1,097

Total lease liabilities

$

1,422

$

1,738

Schedule of total remaining undiscounted lease liabilities

    

2023

$

354

2024

 

679

2025

 

237

2026

197

2027

44

Total lease payments

$

1,511

Less imputed interest

89

Total

$

1,422

Schedule of weighted-average remaining lease term and discount rate

Six Months Ended
June 30, 2023

Weighted-average remaining lease term

2.5 years

Weighted-average discount rate

4.5%

v3.23.2
Stock-Based Compensation (Tables)
6 Months Ended
Jun. 30, 2023
Stock-Based Compensation  
Share-based payment arrangement, option, activity

Number of

Weighted Avg

Options

Exercise Price

Balance at December 31, 2022

    

84,112,443

    

$

0.3602

    

Stock options granted

 

8,165,000

0.1998

Stock options forfeited

 

2,095,000

0.3441

Vested stock options expired

 

727,500

1.1228

Balance at June 30, 2023

 

89,454,943

$

0.3397

Vested at June 30, 2023

 

30,045,224

$

0.3497

Summary of issued and outstanding stock options

Grant Year

Weighted Avg.
Exercise Price

Number of Options
Issued
 and Outstanding

Number of
Vested Options
Outstanding

Number of
Unvested Options
Outstanding

Weighted Avg.
Remaining Life
Outstanding
(Years)

2020

0.22

17,137,724

15,938,974

1,198,750

2.45

2021

 

0.66

 

20,050,000

 

6,900,000

 

13,150,000

 

3.12

2022

 

0.27

 

44,142,219

 

7,206,250

 

36,935,969

 

4.07

2023

 

0.24

 

8,125,000

 

 

8,125,000

 

4.73

Balance at June 30, 2023

 

 

89,454,943

 

30,045,224

 

59,409,719

 

  

Summary of option fair value assumptions

Grant Year

  

Weighted Avg.
Volatility

  

Weighted Avg.
Risk-Free Int. Rate

  

Weighted Avg.
Expected Life
(In Years)

Weighted Avg.
Common Share Price

Weighted Avg.
Exercise Price

2020

96

%

0.47

%

9.53

$

0.21

$

0.22

2021

117

1.09

6.20

0.65

0.66

2022

112

3.10

5.91

0.26

0.27

2023

110

3.69

6.25

0.23

0.24

v3.23.2
Warrants (Tables)
6 Months Ended
Jun. 30, 2023
Warrants  
Schedule of warrants outstanding

    

    

    

Weighted 

Average

Exercise

Warrants 

 Remaining 

Original Issue date

 Price

Outstanding

Life

February 14, 2020 (Series A)

0.1500

197,917

1.62

April 9, 2020 (Series B)

0.1500

363,501

1.78

May 29, 2020 (Series C)

0.1500

-

-

July 7, 2020 (Series D)

0.1600

-

-

July 1, 2022 (Revo Squared)

0.2201

10,000,000

9.01

July 15, 2022 (Assisi)

0.2520

22,000,000

9.05

Balance at June 30, 2023

 

  

 

32,561,418

 

  

Schedule of cumulative warrants exercised and expired

    

Warrants

    

    

    

Warrants

    

    

Warrant Series

Exercised

Amount

Expired

Amount

February 14, 2020 (Series A)

 

21,677,084

$

4,293

 

$

April 9, 2020 (Series B)

 

17,969,833

 

2,695

 

 

May 29, 2020 (Series C)

 

133,213,333

 

19,982

 

120,000

 

18

July 7, 2020 (Series D)

 

187,269,000

 

29,963

 

231,000

 

37

July 1, 2022 (Revo Squared)

 

 

 

 

July 15, 2022 (Assisi)

 

 

 

 

Total

 

360,129,250

$

56,933

 

351,000

$

55

v3.23.2
Segment Information (Tables)
6 Months Ended
Jun. 30, 2023
Segment Information  
Schedule of segments

    

Diagnostics

    

Therapeutics

    

Consolidated

    

Net revenue

$

648

$

10,854

$

11,502

Cost of revenue

 

744

 

2,875

 

3,619

Gross profit

$

(96)

$

7,979

$

7,883

v3.23.2
Loss Per Share (Tables)
6 Months Ended
Jun. 30, 2023
Loss Per Share  
Schedule of earnings per share, basic and diluted

For the Three Months Ended June 30, 

For the Six Months Ended June 30, 

    

2023

    

2022

    

2023

    

2022

Numerator

  

  

  

  

Net loss for the period

$

(5,249)

$

(5,273)

$

(11,634)

$

(9,210)

Charge to retained earnings for preferred share exchange

 

-

 

-

 

-

 

-

Loss attributable to common shareholders

(5,249)

(5,273)

(11,634)

(9,210)

Denominator

 

 

Weighted average shares - basic

 

979,949,668

979,899,668

979,949,668

979,899,668

Loss per share - basic and diluted

$

(0.005)

$

(0.005)

$

(0.012)

$

(0.009)

v3.23.2
Significant Accounting Policies - Reclassification (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Reclassification        
Cost of revenue depreciation $ 102   $ 193  
Adjustment of Prior Period        
Reclassification        
Cost of revenue depreciation   $ 30   $ 51
v3.23.2
Significant Accounting Policies - Interim (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Payment term     30 days  
Net revenue $ 6,020 $ 4,246 $ 11,502 $ 7,997
Allowance for credit loss on accounts receivable 66   66  
Capital        
Net revenue 1,959 1,543 3,670 3,102
Consumables        
Net revenue 4,032 2,671 7,780 4,828
Other revenue        
Net revenue 29 32 52 67
Diagnostics        
Net revenue 249 92 648 148
Diagnostics | Capital        
Net revenue 67   284  
Diagnostics | Consumables        
Net revenue 182 92 364 148
Therapeutics        
Net revenue 5,771 4,154 10,854 7,849
Therapeutics | Capital        
Net revenue 1,892 1,543 3,386 3,102
Therapeutics | Consumables        
Net revenue 3,850 2,579 7,416 4,680
Therapeutics | Other revenue        
Net revenue $ 29 $ 32 $ 52 $ 67
v3.23.2
Investment Securities (Details)
$ in Thousands
Jun. 30, 2023
USD ($)
Investment securities  
Acquisition Cost $ 139,224
Accretion / (Amortization) 1,314
Unrealized Gain / (Loss) (786)
Estimated Fair Value 139,752
Accrued interest receivable 771
Commercial paper  
Investment securities  
Acquisition Cost 16,772
Accretion / (Amortization) 535
Unrealized Gain / (Loss) (12)
Estimated Fair Value 17,295
Corporate notes / bonds  
Investment securities  
Acquisition Cost 39,204
Accretion / (Amortization) 408
Unrealized Gain / (Loss) (392)
Estimated Fair Value 39,220
Debt security  
Investment securities  
Acquisition Cost 2,750
Estimated Fair Value 2,750
U.S. treasuries  
Investment securities  
Acquisition Cost 12,639
Accretion / (Amortization) 177
Unrealized Gain / (Loss) (127)
Estimated Fair Value 12,689
U.S. govt. agencies  
Investment securities  
Acquisition Cost 42,549
Accretion / (Amortization) 194
Unrealized Gain / (Loss) (255)
Estimated Fair Value 42,488
Money market funds  
Investment securities  
Acquisition Cost 25,310
Estimated Fair Value $ 25,310
v3.23.2
Investment Securities - Maturities (Details)
$ in Thousands
Jun. 30, 2023
USD ($)
Investment securities  
Acquisition Cost $ 139,224
Estimated Fair Value 139,752
90 Days or less  
Investment securities  
Acquisition Cost 25,310
Estimated Fair Value 25,310
91 to 365 days  
Investment securities  
Acquisition Cost 101,877
Estimated Fair Value 102,522
366 or more days  
Investment securities  
Acquisition Cost 12,037
Estimated Fair Value $ 11,920
v3.23.2
Fair Value Measurements (Details) - Debt security
$ in Thousands
6 Months Ended
Jun. 30, 2023
USD ($)
Fair value  
Convertible note receivable $ 2,750
Unrealized gain (loss) 0
Impairment of investments $ 0
v3.23.2
Fair Value Measurements - Investments (Details)
$ in Thousands
Jun. 30, 2023
USD ($)
Fair value  
Total investment securities $ 139,752
Commercial paper  
Fair value  
Total investment securities 17,295
Corporate notes / bonds  
Fair value  
Total investment securities 39,220
Debt security  
Fair value  
Total investment securities 2,750
U.S. treasuries  
Fair value  
Total investment securities 12,689
U.S. govt. agencies  
Fair value  
Total investment securities 42,488
Money market funds  
Fair value  
Total investment securities 25,310
Recurring  
Fair value  
Total investment securities 139,752
Recurring | Commercial paper  
Fair value  
Total investment securities 17,295
Recurring | Corporate notes / bonds  
Fair value  
Total investment securities 39,220
Recurring | Debt security  
Fair value  
Total investment securities 2,750
Recurring | U.S. treasuries  
Fair value  
Total investment securities 12,689
Recurring | U.S. govt. agencies  
Fair value  
Total investment securities 42,488
Recurring | Money market funds  
Fair value  
Total investment securities 25,310
Recurring | Level 1  
Fair value  
Total investment securities 80,487
Recurring | Level 1 | U.S. treasuries  
Fair value  
Total investment securities 12,689
Recurring | Level 1 | U.S. govt. agencies  
Fair value  
Total investment securities 42,488
Recurring | Level 1 | Money market funds  
Fair value  
Total investment securities 25,310
Recurring | Level 2  
Fair value  
Total investment securities 56,515
Recurring | Level 2 | Commercial paper  
Fair value  
Total investment securities 17,295
Recurring | Level 2 | Corporate notes / bonds  
Fair value  
Total investment securities 39,220
Recurring | Level 3  
Fair value  
Total investment securities 2,750
Recurring | Level 3 | Debt security  
Fair value  
Total investment securities $ 2,750
v3.23.2
Fair Value Measurements - Balance sheet (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Fair value, balance sheet    
Cash and cash equivalents $ 27,951 $ 27,399
Available-For-Sale (Current) 102,522 87,693
Available-For-Sale (Non-Current) 11,920 $ 40,712
Estimated Fair Value 139,752  
Commercial paper    
Fair value, balance sheet    
Estimated Fair Value 17,295  
Corporate notes / bonds    
Fair value, balance sheet    
Estimated Fair Value 39,220  
Debt security    
Fair value, balance sheet    
Estimated Fair Value 2,750  
U.S. treasuries    
Fair value, balance sheet    
Estimated Fair Value 12,689  
U.S. govt. agencies    
Fair value, balance sheet    
Estimated Fair Value 42,488  
Money market funds    
Fair value, balance sheet    
Estimated Fair Value 25,310  
Recurring    
Fair value, balance sheet    
Cash and cash equivalents 25,310  
Available-For-Sale (Current) 102,522  
Available-For-Sale (Non-Current) 11,920  
Estimated Fair Value 139,752  
Recurring | Commercial paper    
Fair value, balance sheet    
Available-For-Sale (Current) 17,295  
Estimated Fair Value 17,295  
Recurring | Corporate notes / bonds    
Fair value, balance sheet    
Available-For-Sale (Current) 37,928  
Available-For-Sale (Non-Current) 1,292  
Estimated Fair Value 39,220  
Recurring | Debt security    
Fair value, balance sheet    
Available-For-Sale (Non-Current) 2,750  
Estimated Fair Value 2,750  
Recurring | U.S. treasuries    
Fair value, balance sheet    
Available-For-Sale (Current) 10,740  
Available-For-Sale (Non-Current) 1,949  
Estimated Fair Value 12,689  
Recurring | U.S. govt. agencies    
Fair value, balance sheet    
Available-For-Sale (Current) 36,559  
Available-For-Sale (Non-Current) 5,929  
Estimated Fair Value 42,488  
Recurring | Money market funds    
Fair value, balance sheet    
Cash and cash equivalents 25,310  
Estimated Fair Value $ 25,310  
v3.23.2
Business Combinations - 2022 (Details) - USD ($)
$ / shares in Units, $ in Thousands
Jul. 15, 2022
Jul. 01, 2022
Dec. 31, 2022
Assisi      
Business acquisition      
Purchase price $ 18,293    
Escrow deposit $ 1,400    
Warrant term 10 years    
Warrant to purchase common stock 22,000,000    
Warrant, exercise price (in dollars per share) $ 0.2520    
Assisi | 18-month anniversary      
Business acquisition      
Escrow deposit $ 900    
Decrease escrow $ 500    
Escrow deposit term 18 months    
Revo Squared      
Business acquisition      
Purchase price   $ 6,011  
Warrant term   10 years  
Warrant to purchase common stock   10,000,000  
Warrant, exercise price (in dollars per share)   $ 0.2201  
Contingent consideration milestones   $ 4,000  
Contingent consideration fair value   2,000 $ 1,500
Goodwill expected to be deductible   6,528  
Revo Squared | Indemnification obligation      
Business acquisition      
Escrow deposit   $ 500  
Escrow deposit term   15 months  
Revo Squared | Earnout payment at $5 million      
Business acquisition      
Contingent consideration milestones   $ 1  
Earnout milestone basis   5,000  
Revo Squared | Earnout payment at $10 million      
Business acquisition      
Contingent consideration milestones   2,000  
Earnout milestone basis   $ 10,000  
v3.23.2
Business Combinations - 2022 purchase allocation (Details) - USD ($)
$ in Thousands
Jul. 15, 2022
Jul. 01, 2022
Jun. 30, 2023
Dec. 31, 2022
Business acquisition        
Goodwill     $ 63,979 $ 63,979
Assisi        
Business acquisition        
Inventory, net $ 220      
Prepaid expenses and deposits 271      
Other receivables 200      
Right of use asset 260      
Total assets acquired 8,751      
Current portion of lease obligations 49      
Non current portion of lease obligations 211      
Other non current liabilities 45      
Total liabilities assumed 305      
Net assets acquired, excluding goodwill 8,446      
Goodwill 14,535      
Net assets acquired 22,981      
Assisi | Electronic Commerce / Website        
Business acquisition        
Intangible Assets $ 200      
Intangible assets indefinite useful lives 2 years      
Assisi | Tradename        
Business acquisition        
Intangible Assets $ 300      
Intangible assets indefinite useful lives 5 years      
Assisi | Developed technology        
Business acquisition        
Intangible Assets $ 4,500      
Intangible assets indefinite useful lives 10 years      
Assisi | Customer relationships        
Business acquisition        
Intangible Assets $ 2,800      
Intangible assets indefinite useful lives 19 years      
Assisi | Initial allocation of consideration        
Business acquisition        
Inventory, net $ 220      
Prepaid expenses and deposits 271      
Other receivables 406      
Total assets acquired 8,697      
Other non current liabilities 45      
Total liabilities assumed 45      
Net assets acquired, excluding goodwill 8,652      
Goodwill 14,329      
Net assets acquired 22,981      
Assisi | Initial allocation of consideration | Electronic Commerce / Website        
Business acquisition        
Intangible Assets 200      
Assisi | Initial allocation of consideration | Tradename        
Business acquisition        
Intangible Assets 300      
Assisi | Initial allocation of consideration | Developed technology        
Business acquisition        
Intangible Assets 4,500      
Assisi | Initial allocation of consideration | Customer relationships        
Business acquisition        
Intangible Assets 2,800      
Assisi | Measurement period adjustment        
Business acquisition        
Other receivables (206)      
Right of use asset 260      
Total assets acquired 54      
Current portion of lease obligations 49      
Non current portion of lease obligations 211      
Total liabilities assumed 260      
Net assets acquired, excluding goodwill (206)      
Goodwill $ 206      
Revo Squared        
Business acquisition        
Prepaid expenses and deposits   $ 10    
Trade receivables, net   8    
Total assets acquired   3,718    
Earnout liabilities   2,000    
Total liabilities assumed   2,000    
Net assets acquired, excluding goodwill   1,718    
Goodwill   6,070    
Net assets acquired   7,788    
Revo Squared | Tradename        
Business acquisition        
Intangible Assets   $ 200    
Intangible assets indefinite useful lives   5 years    
Revo Squared | Developed technology        
Business acquisition        
Intangible Assets   $ 2,300    
Intangible assets indefinite useful lives   10 years    
Revo Squared | Customer relationships        
Business acquisition        
Intangible Assets   $ 1,200    
Intangible assets indefinite useful lives   16 years    
Revo Squared | Initial allocation of consideration        
Business acquisition        
Prepaid expenses and deposits   $ 10    
Trade receivables, net   8    
Total assets acquired   3,718    
Earnout liabilities   2,458    
Total liabilities assumed   2,458    
Net assets acquired, excluding goodwill   1,260    
Goodwill   6,528    
Net assets acquired   7,788    
Revo Squared | Initial allocation of consideration | Tradename        
Business acquisition        
Intangible Assets   200    
Revo Squared | Initial allocation of consideration | Developed technology        
Business acquisition        
Intangible Assets   2,300    
Revo Squared | Initial allocation of consideration | Customer relationships        
Business acquisition        
Intangible Assets   1,200    
Revo Squared | Measurement period adjustment        
Business acquisition        
Earnout liabilities   (458)    
Total liabilities assumed   (458)    
Net assets acquired, excluding goodwill   458    
Goodwill   $ (458)    
v3.23.2
Business Combinations - Purchase consideration (Details) - USD ($)
$ in Thousands
Jul. 15, 2022
Jul. 01, 2022
Assisi    
Business Acquisition [Line Items]    
Cash $ 18,293  
Fair value of warrants 4,688  
Total $ 22,981  
Revo Squared    
Business Acquisition [Line Items]    
Cash   $ 6,011
Fair value of warrants   1,777
Total   $ 7,788
v3.23.2
Business Combinations - Proforma (Details) - Assisi - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Net revenue-proforma $ 6,020 $ 5,542 $ 11,502 $ 10,595
Net losses-proforma $ (5,249) (5,330) $ (11,634) (9,849)
Assisi        
Net revenue-proforma   1,296   2,598
Net losses-proforma   $ (57)   $ (639)
v3.23.2
Inventory (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Raw Materials $ 2,211 $ 1,685
Finished Goods 681 182
Purchased Inventory 775 919
Total 3,667 2,786
Reserves (33) (40)
Net inventory 3,634 2,746
Diagnostics    
Raw Materials 1  
Finished Goods 339  
Purchased Inventory 287 139
Total 627 139
Reserves (11) (18)
Net inventory 616 121
Therapeutics    
Raw Materials 2,210 1,685
Finished Goods 342 182
Purchased Inventory 488 780
Total 3,040 2,647
Reserves (22) (22)
Net inventory $ 3,018 $ 2,625
v3.23.2
Prepaid Expenses and Deposits (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Prepaid Expenses and Deposits.    
Deposits $ 2,668 $ 1,886
Prepaid marketing 109 114
Prepaid insurance 574 614
Prepaid taxes   753
Other 337 620
Total prepaid expenses and deposits $ 3,688 $ 3,987
v3.23.2
Property and Equipment (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Undepreciated instruments in property and equipment $ 8,905   $ 8,905   $ 8,086
Accumulated depreciation and amortization 1,614   1,614   1,277
Net property and equipment 7,291   7,291   6,809
Depreciation expense 340 $ 161 340 $ 161  
Machinery and office equipment          
Undepreciated instruments in property and equipment 7,209   7,209   6,487
Furniture and equipment          
Undepreciated instruments in property and equipment 120   120   111
Laboratory equipment          
Undepreciated instruments in property and equipment 337   337   249
Leasehold improvements          
Undepreciated instruments in property and equipment $ 1,239   $ 1,239   $ 1,239
v3.23.2
Intangible Assets - Summary (Details) - USD ($)
$ in Thousands
6 Months Ended
Jan. 17, 2023
Jun. 30, 2023
Dec. 31, 2022
Intangible Assets      
Intangible assets   $ 55,243 $ 46,479
Accumulated amortization   7,172 4,680
Total   48,071 41,799
Acquisition of intangibles $ 4,000 4,066  
Liability due to Qorvo $ 4,000 3,591  
Computer software      
Intangible Assets      
Intangible assets   1,635 350
Customer relationships      
Intangible Assets      
Intangible assets   26,651 26,651
Licenses      
Intangible Assets      
Intangible assets   7,479 0
Technology      
Intangible Assets      
Intangible assets   15,650 15,650
Trademarks      
Intangible Assets      
Intangible assets   16 16
Tradename      
Intangible Assets      
Intangible assets   2,850 2,850
Electronic Commerce / Website      
Intangible Assets      
Intangible assets   $ 962 $ 962
v3.23.2
Intangible Assets - Amortization (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Intangible Assets      
2023 $ 2,647    
2024 5,243    
2025 5,080    
2026 4,637    
2027 and beyond 30,464    
Total 48,071   $ 41,799
Amortization - intangible assets $ 2,492 $ 1,495  
v3.23.2
Leases (Details)
$ in Thousands
3 Months Ended 6 Months Ended
May 10, 2023
USD ($)
ft²
Jul. 15, 2022
USD ($)
ft²
Jul. 01, 2022
USD ($)
ft²
Apr. 01, 2022
USD ($)
ft²
Sep. 15, 2021
USD ($)
Feb. 01, 2021
USD ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2022
USD ($)
Mar. 31, 2021
USD ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2022
USD ($)
Dec. 31, 2022
USD ($)
Lease                        
Right-of-use asset             $ 1,355     $ 1,355   $ 1,665
Operating lease expense             213 $ 179   412 $ 331  
Cost of revenue.                        
Lease                        
Operating lease expense             23     41    
Research and development expenses                        
Lease                        
Operating lease expense             66 18   106 34  
General and administrative expenses                        
Lease                        
Operating lease expense             $ 124 $ 161   $ 265 $ 297  
Wickfield Phoenix office lease                        
Lease                        
Operating lease term           48 months            
Right-of-use asset           $ 1,258            
Discount rate (as a percent)           3.95%            
(Gain) loss on right-of-use assets                 $ 24      
Wickfield Phoenix office lease | Minimum                        
Lease                        
Monthly rent payment           $ 12            
Wickfield Phoenix office lease | Maximum                        
Lease                        
Monthly rent payment           $ 31            
Wickfield Phoenix warehouse lease                        
Lease                        
Operating lease term         41 months              
Right-of-use asset         $ 366              
Discount rate (as a percent)         3.95%              
Wickfield Phoenix warehouse lease | Minimum                        
Lease                        
Monthly rent payment         $ 5              
Wickfield Phoenix warehouse lease | Maximum                        
Lease                        
Monthly rent payment         $ 10              
ULF Northfield Business Center                        
Lease                        
Operating lease term 60 months     61 months                
Right-of-use asset       $ 546                
Discount rate (as a percent)       3.95%                
Lease area | ft² 18,400     12,400                
Lease area expansion | ft² 6,000                      
ULF Northfield Business Center | Minimum                        
Lease                        
Monthly rent payment $ 16     $ 9                
ULF Northfield Business Center | Maximum                        
Lease                        
Monthly rent payment $ 22     $ 11                
Lebow 1031 Legacy                        
Lease                        
Operating lease term     18 months                  
Monthly rent payment     $ 4                  
Right-of-use asset     $ 67                  
Discount rate (as a percent)     7.00%                  
Lease area | ft²     4,626                  
Wheelership and The Realty Associates Agreement                        
Lease                        
Right-of-use asset   $ 260                    
Discount rate (as a percent)   7.00%                    
Lease area | ft²   5,185                    
Remaining lease period   52 months                    
Wheelership and The Realty Associates Agreement | Minimum                        
Lease                        
Monthly rent payment   $ 4                    
Wheelership and The Realty Associates Agreement | Maximum                        
Lease                        
Monthly rent payment   $ 6                    
v3.23.2
Leases - Balance sheet (Details) - USD ($)
$ in Thousands
6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Leases    
Aggregate lease commitments $ 2,759 $ 2,759
Less: impact of present value (262) (262)
Balance, cost 2,497 2,497
Straight line amortization 1,292 946
Interest (150) (114)
Balance, reduction in right-of-use asset 1,142 832
Net book value 1,355 1,665
Additions 2,520 2,520
Payments (1,248) (896)
Interest 150 114
Current portion of lease liabilities 641 641
Long term portion of lease liabilities 781 1,097
Total lease liabilities $ 1,422 $ 1,738
v3.23.2
Leases - Undiscounted liability (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Leases    
2023 $ 354  
2024 679  
2025 237  
2026 197  
2027 44  
Total lease payments 1,511  
Less imputed interest 89  
Total $ 1,422 $ 1,738
v3.23.2
Leases - Term and discount rate (Details)
Jun. 30, 2023
Leases  
Weighted-average remaining lease term 2 years 6 months
Weighted-average discount rate 4.50%
v3.23.2
Stock-Based Compensation (Details) - shares
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Stock-Based Compensation        
Stock options granted (in shares) 1,455,000 6,575,000 8,165,000 21,000,000
Vesting period 4 years 4 years 4 years 4 years
Expiration period 10 years 10 years 10 years 10 years
v3.23.2
Stock-Based Compensation - Option activity (Details) - $ / shares
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Stock-Based Compensation        
Options Outstanding, beginning balance (in shares)     84,112,443  
Stock options granted (in shares) 1,455,000 6,575,000 8,165,000 21,000,000
Stock options forfeited (in shares)     2,095,000  
Vested stock options expired (in shares)     727,500  
Options Outstanding, ending balance (in shares) 89,454,943   89,454,943  
Vested (in shares) 30,045,224   30,045,224  
Weighted Avg Exercise Price Options Outstanding (in dollars per share)     $ 0.3602  
Weighted Avg Exercise Price, Stock options granted (in dollars per share)     0.1998  
Weighted Avg Exercise Price Stock options forfeited (in dollars per share)     0.3441  
Weighted Avg Exercise Price Vested Stock options expired (in dollars per share)     1.1228  
Weighted Avg Exercise Price Options Outstanding (in dollars per share) $ 0.3397   0.3397  
Weighted Avg Exercise Price Vested (in dollars per share) $ 0.3497   $ 0.3497  
v3.23.2
Stock-Based Compensation - Option details (Details) - $ / shares
6 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Stock-Based Compensation    
Weighted Avg Exercise Price (in dollars per share) $ 0.1998  
Number of Options Issued and Outstanding (in shares) 89,454,943 84,112,443
Number of Vested Options Outstanding (in shares) 30,045,224  
Number of Unvested Options Outstanding (in shares) 59,409,719  
Grant Date 2020    
Stock-Based Compensation    
Weighted Avg Exercise Price (in dollars per share) $ 0.22  
Number of Options Issued and Outstanding (in shares) 17,137,724  
Number of Vested Options Outstanding (in shares) 15,938,974  
Number of Unvested Options Outstanding (in shares) 1,198,750  
Weighted Avg Remaining Life Outstanding 2 years 5 months 12 days  
Grant Date 2021    
Stock-Based Compensation    
Weighted Avg Exercise Price (in dollars per share) $ 0.66  
Number of Options Issued and Outstanding (in shares) 20,050,000  
Number of Vested Options Outstanding (in shares) 6,900,000  
Number of Unvested Options Outstanding (in shares) 13,150,000  
Weighted Avg Remaining Life Outstanding 3 years 1 month 13 days  
Grant Date 2022    
Stock-Based Compensation    
Weighted Avg Exercise Price (in dollars per share) $ 0.27  
Number of Options Issued and Outstanding (in shares) 44,142,219  
Number of Vested Options Outstanding (in shares) 7,206,250  
Number of Unvested Options Outstanding (in shares) 36,935,969  
Weighted Avg Remaining Life Outstanding 4 years 25 days  
Grant Date 2023    
Stock-Based Compensation    
Weighted Avg Exercise Price (in dollars per share) $ 0.24  
Number of Options Issued and Outstanding (in shares) 8,125,000  
Number of Unvested Options Outstanding (in shares) 8,125,000  
Weighted Avg Remaining Life Outstanding 4 years 8 months 23 days  
v3.23.2
Stock-Based Compensation - Assumptions (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Stock-Based Compensation              
Weighted Avg Volatility     110.00%   112.00% 117.00% 96.00%
Weighted Avg Risk-Free Int Rate     3.69%   3.10% 1.09% 0.47%
Weighted Avg Expected Life     6 years 3 months   5 years 10 months 28 days 6 years 2 months 12 days 9 years 6 months 10 days
Weighted Avg Common Share Price $ 0.23   $ 0.23   $ 0.26 $ 0.65 $ 0.21
Weighted Avg Exercise Price $ 0.24   $ 0.24   $ 0.27 $ 0.66 $ 0.22
Stock-based expense $ 1,725 $ 2,492 $ 3,490 $ 4,533      
v3.23.2
Warrants (Details) - $ / shares
6 Months Ended
Jul. 15, 2022
Jul. 01, 2022
Jun. 30, 2023
Assisi      
Warrants outstanding term 10 years    
Securities called by warrants (in shares) 22,000,000    
Warrant, exercise price (in dollars per share) $ 0.2520    
Stock issuance from warrant exercises (in shares)     0
Revo Squared      
Warrants outstanding term   10 years  
Securities called by warrants (in shares)   10,000,000  
Warrant, exercise price (in dollars per share)   $ 0.2201  
Stock issuance from warrant exercises (in shares)     0
v3.23.2
Warrants - Outstanding (Details)
6 Months Ended
Jun. 30, 2023
$ / shares
shares
Warrants outstanding (in shares) | shares 32,561,418
February 14, 2020 (Series A)  
Warrant, exercise price (in dollars per share) $ 0.1500
Warrants outstanding (in shares) | shares 197,917
Warrants, weighted average remaining life 1 year 7 months 13 days
April 9, 2020 (Series B)  
Warrant, exercise price (in dollars per share) $ 0.1500
Warrants outstanding (in shares) | shares 363,501
Warrants, weighted average remaining life 1 year 9 months 10 days
May 29, 2020 (Series C)  
Warrant, exercise price (in dollars per share) $ 0.1500
July 7, 2020 (Series D)  
Warrant, exercise price (in dollars per share) 0.1600
July 1, 2022 (Revo Squared)  
Warrant, exercise price (in dollars per share) $ 0.2201
Warrants outstanding (in shares) | shares 10,000,000
Warrants, weighted average remaining life 9 years 3 days
July 15, 2022 (Assisi)  
Warrant, exercise price (in dollars per share) $ 0.2520
Warrants outstanding (in shares) | shares 22,000,000
Warrants, weighted average remaining life 9 years 18 days
v3.23.2
Warrants - Cumulative (Details)
$ in Thousands
6 Months Ended
Jun. 30, 2023
USD ($)
shares
Cumulative warrants exercised (in shares) | shares 360,129,250
Cumulative warrants exercised (in dollars) | $ $ 56,933
Cumulative warrants expired (in shares) | shares 351,000
Cumulative warrants expired (in dollars) | $ $ 55
February 14, 2020 (Series A)  
Cumulative warrants exercised (in shares) | shares 21,677,084
Cumulative warrants exercised (in dollars) | $ $ 4,293
April 9, 2020 (Series B)  
Cumulative warrants exercised (in shares) | shares 17,969,833
Cumulative warrants exercised (in dollars) | $ $ 2,695
May 29, 2020 (Series C)  
Cumulative warrants exercised (in shares) | shares 133,213,333
Cumulative warrants exercised (in dollars) | $ $ 19,982
Cumulative warrants expired (in shares) | shares 120,000
Cumulative warrants expired (in dollars) | $ $ 18
July 7, 2020 (Series D)  
Cumulative warrants exercised (in shares) | shares 187,269,000
Cumulative warrants exercised (in dollars) | $ $ 29,963
Cumulative warrants expired (in shares) | shares 231,000
Cumulative warrants expired (in dollars) | $ $ 37
v3.23.2
Commitments and Contingencies (Details) - Seraph Biosciences, Inc.
$ in Thousands
May 10, 2018
USD ($)
Future milestone payable in cash $ 3,500
Future milestone payable in equity $ 3,500
v3.23.2
Segment Information - Segment (Details)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
USD ($)
Jun. 30, 2022
USD ($)
Jun. 30, 2023
USD ($)
segment
Jun. 30, 2022
USD ($)
Number of reportable segments | segment     2  
Net revenue $ 6,020 $ 4,246 $ 11,502 $ 7,997
Cost of revenue 1,972 1,240 3,619 2,250
Gross profit 4,048 3,006 7,883 5,747
Diagnostics        
Net revenue 249 92 648 148
Cost of revenue     744  
Gross profit     (96)  
Therapeutics        
Net revenue $ 5,771 $ 4,154 10,854 $ 7,849
Cost of revenue     2,875  
Gross profit     $ 7,979  
v3.23.2
Loss Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Loss Per Share        
Net loss $ (5,249) $ (5,273) $ (11,634) $ (9,210)
Loss attributable to common shareholders $ (5,249) $ (5,273) $ (11,634) $ (9,210)
Weighted average shares - basic (in shares) 979,949,668 979,899,668 979,949,668 979,899,668
Weighted average shares - diluted (in shares) 979,949,668 979,899,668 979,949,668 979,899,668
Loss per share - basic (in dollars per share) $ (0.005) $ (0.005) $ (0.012) $ (0.009)
Loss per share - diluted (in dollars per share) $ (0.005) $ (0.005) $ (0.012) $ (0.009)
v3.23.2
Loss Per Share - Anti-dilutive (Details) - shares
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Stock options    
Antidilutive securities    
Antidilutive securities (in shares) 89,454,943 61,507,724
Warrants.    
Antidilutive securities    
Antidilutive securities (in shares) 32,561,418 792,418
v3.23.2
Related Party Transaction (Details)
$ in Thousands
Mar. 01, 2022
USD ($)
Related Party Transaction  
Related party transaction $ 10

Zomedica (AMEX:ZOM)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Zomedica Charts.
Zomedica (AMEX:ZOM)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Zomedica Charts.