Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Feb. 15, 2022 | |
Cover [Abstract] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | FY | |
Entity Registrant Name | RxSight, Inc. | |
Entity Central Index Key | 0001111485 | |
Entity Tax Identification Number | 94-3268801 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | Yes | |
Entity Well-known Seasoned Issuer | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity File Number | 001-40690 | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Small Business | true | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 100 Columbia | |
Entity Address, City or Town | Aliso Viejo | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92656 | |
City Area Code | 949 | |
Local Phone Number | 521-7830 | |
Trading Symbol | RXST | |
Title of 12(b) Security | Common stock, $0.001 par value per share | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 27,417,993 | |
Document Annual Report | true | |
Document Transition Report | false | |
Entity Public Float | $ 236 | |
ICFR Auditor Attestation Flag | false | |
Documents Incorporated by Reference | The Registrant intends to file a definitive proxy statement pursuant to Regulation 14A within 120 days of the end of the fiscal year ended December 31, 2021. Portions of such definitive proxy statement are incorporated by reference into Part III of this Annual Report on Form 10-K. | |
Auditor Name | Ernst & Young, LLP | |
Auditor Location | Irvine, California | |
Auditor Firm ID | 42 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 24,361 | $ 13,994 |
Short-term investments | 134,971 | 54,981 |
Accounts receivable | 4,862 | 2,865 |
Inventories | 8,032 | 8,288 |
Prepaid and other current assets | 4,069 | 1,372 |
Total current assets | 176,295 | 81,500 |
Property and equipment, net | 11,217 | 13,287 |
Operating leases right-of-use assets | 4,284 | 5,319 |
Restricted cash | 811 | 461 |
Other assets | 114 | 110 |
Total assets | 192,721 | 100,677 |
Current liabilities: | ||
Accounts payable | 1,689 | 1,134 |
Accrued expenses and other current liabilities | 7,859 | 4,174 |
Warrant liability | 0 | 5,018 |
Lease liabilities | 1,529 | 1,274 |
Total current liabilities | 11,077 | 11,600 |
Long-term warrant liability | 0 | 3,828 |
Long-term lease liabilities | 3,642 | 5,079 |
Term loan, net | 39,760 | 24,399 |
Total liabilities | 54,479 | 44,906 |
Commitments and contingencies (Note 12) | ||
Redeemable common stock: | ||
Common stock, $0.001 par value, no shares authorized, issued or outstanding as of December 31, 2021 and 24,545,966 shares authorized, 3,813,450 shares issued and outstanding as of December 31, 2020 | 0 | 80,780 |
Notes receivable for common stock issued | 0 | (803) |
Redeemable stock options | 0 | 53,085 |
Stockholders' equity (deficit): | ||
Common stock, value | 27 | 0 |
Preferred stock, $0.001 par value, 100,000,000 shares authorized, no shares issued and outstanding | 0 | 0 |
Additional paid-in capital | 617,511 | 0 |
Accumulated other comprehensive loss | (20) | (3) |
Accumulated deficit | (479,276) | (430,588) |
Total stockholders' deficit | 138,242 | (430,591) |
Total liabilities, redeemable common stock, stock options, convertible preferred stock and stockholders' deficit | 192,721 | 100,677 |
Convertible Preferred Stock [Member] | ||
Convertible preferred stock: | ||
Preferred stock, $0.001 par value, no shares authorized, issued or outstanding as of December 31, 2021 and 16,572,792 shares authorized, 14,376,272 shares issued and outstanding as of December 31, 2020 (redeemable) | 0 | 353,300 |
Series G Common Stock [Member] | ||
Stockholders' equity (deficit): | ||
Common stock, value | ||
Series W Common Stock [Member] | ||
Stockholders' equity (deficit): | ||
Common stock, value |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 | |
Common stock par value (USD per share) | $ 0.001 | $ 0.001 | |
Preferred stock par value per share | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 100,000,000 | 16,572,792 | |
Preferred Shares Issued | 0 | ||
Preferred stock, shares outstanding | 0 | 14,376,272 | [1] |
Common stock, authorized (in shares) | 900,000,000 | ||
Common stock issued (in shares) | 27,366,746 | ||
Common stock outstanding (in shares) | 27,366,746 | ||
Convertible Common Stock [Member] | |||
Common stock par value (USD per share) | $ 0.001 | $ 0.001 | |
Temporary equity, shares authorized (in shares) | 0 | 24,545,966 | |
Temporary equity, shares issued (in shares) | 0 | 3,813,450 | |
Temporary equity, shares outstanding (in shares) | 0 | 3,813,450 | |
Convertible Preferred Stock [Member] | |||
Temporary equity, shares authorized (in shares) | 0 | 16,572,792 | |
Temporary equity, shares issued (in shares) | 0 | 14,376,272 | |
Temporary equity, shares outstanding (in shares) | 0 | 14,376,272 | |
Preferred stock par value per share | $ 0.001 | $ 0.001 | |
Preferred stock, shares outstanding | 14,376,272 | ||
Series W Common Stock [Member] | |||
Common stock par value (USD per share) | $ 0.001 | $ 0.001 | |
Common stock, authorized (in shares) | 0 | 1 | |
Common stock issued (in shares) | 0 | ||
Common stock outstanding (in shares) | 0 | 0 | |
Series G Common Stock [Member] | |||
Common stock par value (USD per share) | $ 0.001 | $ 0.001 | |
Common stock, authorized (in shares) | 0 | 1 | |
Common stock issued (in shares) | 1 | ||
Common stock outstanding (in shares) | 0 | 1 | |
[1] | The shares authorized, issued and outstanding do not reflect any anti-dilution provisions of Series C, Series D, Series E and Series F as a result of the Series G financing. |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Sales | $ 22,593 | $ 14,678 |
Cost of sales | 18,076 | 12,973 |
Gross profit (loss) | 4,517 | 1,705 |
Operating expenses: | ||
Selling, general and administrative | 32,805 | 15,176 |
Research and development | 24,499 | 21,934 |
Loss on sale of equipment | 7 | |
Total operating expenses | 57,304 | 37,117 |
Loss from operations | (52,787) | (35,412) |
Other income (expense): | ||
Change in fair value of warrants | 2,717 | 63,011 |
Expiration of warrant | 5,018 | |
Interest expense | (3,682) | (510) |
Interest and other income, net | 54 | |
(Loss) income before income taxes | (48,680) | 27,632 |
Income tax expense | 8 | 57 |
Net income (loss) | (48,688) | 27,575 |
Accretion to redemption value of redeemable preferred stock and redeemable stock options | (24,209) | |
Net loss attributable to common stockholders | (48,688) | 3,366 |
Other comprehensive loss | ||
Unrealized gain (loss) on short-term investments | (7) | (49) |
Foreign currency translation gain (loss) | (10) | |
Total other comprehensive loss | (17) | (49) |
Comprehensive loss (income) | $ (48,705) | $ 27,526 |
Net (loss) income per share: | ||
Attributable to common stock, basic | $ (3.57) | $ 0.91 |
Attributable to common stock, diluted | $ (3.57) | $ 0.15 |
Weighted-average shares used in computing net loss per share: | ||
Attributable to common stock, basic | 13,625,044 | 3,707,207 |
Attributable to common stock, diluted | 13,625,044 | 5,532,305 |
Series G Preferred Stock [Member] | ||
Net (loss) income per share: | ||
Attributable to Series G common stock, basic | $ (0.39) | |
Attributable to Series G common stock, diluted | $ (0.62) | |
Weighted-average shares used in computing net loss per share: | ||
Attributable to Series G common stock, basic and diluted | 1 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Common Stock, Stock Options, Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Redeemable Common Stock | Notes Receivable for Redeemable Common Stock Issued | Redeemable stock options | Convertible Preferred Stock [Member] | Common Stock | Additional Paid-in Capital | Notes Receivable for Common Stock Issued | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | |
Temporary Equity, Beginning Balance, Amount at Dec. 31, 2019 | $ 56,422 | $ 855 | $ 59,631 | $ 327,581 | |||||||
Temporary Equity, Beginning Balance, Shares at Dec. 31, 2019 | 3,563,884 | 14,374,455 | |||||||||
Stockholders' Equity, Beginning Balance, Amount at Dec. 31, 2019 | $ (419,809) | $ 46 | $ (419,855) | ||||||||
Stockholders' Equity, Beginning Balance, Shares at Dec. 31, 2019 | 1 | ||||||||||
Exercise of stock options | $ 6,075 | (5,083) | |||||||||
Exercise of stock options, shares | 249,566 | ||||||||||
Exercise of warrants | $ 47 | ||||||||||
Exercise of warrants, shares | 1,817 | ||||||||||
Stock-based compensation expense | $ 4,185 | 4,185 | |||||||||
Conversion of preferred stock to common stock upon initial public offering, shares | (14,851,007) | ||||||||||
Change in notes receivable for common stock issued | 52 | ||||||||||
Accretion to redemption value of redeemable stock options | $ 1,461 | (1,463) | 1,461 | ||||||||
Accretion to redemption value of redeemable stock | (43,954) | $ 18,283 | $ 25,672 | (4,185) | (39,769) | ||||||
Fair Value of unexercised warrants | (49) | (49) | |||||||||
Net income loss | 27,575 | 27,575 | |||||||||
Temporary Equity, Ending Balance, Amount at Dec. 31, 2020 | 353,300 | [1] | $ 80,780 | 803 | 53,085 | $ 353,300 | |||||
Temporary Equity, Ending Balance, Shares at Dec. 31, 2020 | 3,813,450 | 14,376,272 | |||||||||
Stockholders' Equity, Ending Balance, Amount at Dec. 31, 2020 | (430,591) | (3) | (430,588) | ||||||||
Stockholders' Equity, Ending Balance, Shares at Dec. 31, 2020 | 3,813,450 | ||||||||||
Stockholders' Equity, Ending Balance, Shares at Dec. 31, 2020 at Dec. 31, 2020 | 1 | ||||||||||
Exercise of stock options | 347 | $ 6,922 | (5,715) | 347 | |||||||
Exercise of stock options, shares | 280,545 | 83,958 | |||||||||
Stock-based compensation expense | 7,575 | 7,575 | |||||||||
Proceeds from notes receivable | (136) | (136) | |||||||||
Exercise of preferred stock warrants, net of shares withheld for exercise price | (2,011) | $ 3,912 | (2,011) | ||||||||
Exercise of preferred stock warrants, net of shares withheld for exercise price, Shares | 100,261 | ||||||||||
Conversion of preferred stock to common stock upon initial public offering | $ (357,202) | $ 357,212 | $ (15) | (357,187) | |||||||
Conversion of preferred stock to common stock upon initial public offering, shares | (4,093,995) | 14,476,533 | (14,951,254) | ||||||||
Surrender of common stock in exchange for cancellation of note receivable, Shares | 11,011 | ||||||||||
Surrender of common stock in exchange for cancellation of note receivable | (229) | 229 | |||||||||
Reclassification of 4,093,995 shares of redeemable common stock to 4,093,995 shares of common stock | $ 86,885 | $ (87,702) | 817 | $ 4 | 87,698 | (817) | |||||
Reclassification of 4,093,995 shares of redeemable common stock to 4,093,995 shares of common stock, shares | 4,093,995 | (4,093,995) | |||||||||
Reclassification of redeemable common stock options to common stock options | 47,370 | $ (47,370) | 47,370 | ||||||||
Change in notes receivable for common stock issued | 452 | $ (14) | 452 | ||||||||
Issuance of common stock in connection with initial public offering, net of issuance costs of $12.4 million | 119,582 | $ 8 | 119,574 | ||||||||
Issuance of common stock in connection with initial public offering, net of issuance costs of $12.4 million, shares | 8,248,549 | ||||||||||
Fair Value of unexercised warrants | (7) | (7) | |||||||||
Foreign currency translation adjustment | (10) | (10) | |||||||||
Net income loss | (48,688) | (48,688) | |||||||||
Temporary Equity, Ending Balance, Shares at Dec. 31, 2021 | 0 | ||||||||||
Stockholders' Equity, Ending Balance, Amount at Dec. 31, 2021 | $ 138,242 | $ 27 | $ 617,511 | $ (20) | $ (479,276) | ||||||
Stockholders' Equity, Ending Balance, Shares at Dec. 31, 2021 | 27,366,746 | 27,366,746 | |||||||||
[1] | The carrying value reflects the gross proceeds received from the sale of the preferred stock less issuance costs and the fair value at issuance of preferred stock warrants classified as a liability, plus accretion of redemption value. |
Consolidated Statements of Re_2
Consolidated Statements of Redeemable Common Stock, Stock Options, Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)shares | |
Statement Of Stockholders Equity [Abstract] | |
Proceeds from Issuance of Common Stock | $ | $ 12,400 |
Redeemable Common Stock, Reclassified, Shares | 4,093,995 |
Common Stock after Reclassification of Redeemable Common Stock, Shares | 4,093,995 |
Amount of Settlement of Fractional Shares | $ | $ 11 |
Aggregate shares of common stock | 14,850,993 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Activities: | ||
Net (loss) income | $ (48,688,000) | $ 27,575,000 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Depreciation and amortization | 3,975,000 | 3,853,000 |
Amortization of right-of-use lease assets | 13,000 | 159,000 |
Amortization of debt issuance costs and premium | 493,000 | 85,000 |
Change in fair value of warrants | (2,717,000) | (63,011,000) |
Gain on expiration of warrant | (5,018,000) | 0 |
Amortization of discount on short-term investments | (30,000) | (446,000) |
Stock-based compensation | 7,575,000 | 4,185,000 |
Gain on sale of equipment | 0 | 7,000 |
Provision for excess and obsolete inventory | 2,367,000 | 238,000 |
Change in operating assets and liabilities: | ||
Accounts receivable | (1,996,000) | (2,076,000) |
Inventories | (2,111,000) | (1,307,000) |
Prepaid and other assets | (2,809,000) | 180,000 |
Accounts payable | 555,000 | (954,000) |
Accrued expenses and other liabilities | 3,683,000 | (3,691,000) |
Net cash used in operating activities | (44,708,000) | (35,203,000) |
Investing Activities: | ||
Purchases of property and equipment | (1,940,000) | (2,539,000) |
Proceeds from sale of equipment | 0 | 3,000 |
Maturity of short-term investments | 80,000,000 | 116,000,000 |
Purchase of short-term investments | (159,967,000) | (97,873,000) |
Net cash (used in) provided by investing activities | (81,907,000) | 15,591,000 |
Financing Activities: | ||
Proceeds from term loan | 15,000,000 | 25,000,000 |
Payments of debt issuance costs | (132,000) | (687,000) |
Proceeds from exercise of warrants | 790,000 | 23,000 |
Proceeds from initial public offering | 119,582,000 | 0 |
Principal payments on finance lease liabilities | (27,000) | (142,000) |
Change in notes receivables for redeemable common stock issued | 575,000 | 51,000 |
Proceeds from exercise of stock options | 1,554,000 | 992,000 |
Net cash provided by financing activities | 137,342,000 | 25,237,000 |
Effect of foreign exchange rate on cash, cash equivalents and restricted cash | (10,000) | 0 |
Net increase in cash, cash equivalents and restricted cash | 10,717,000 | 5,625,000 |
Cash, cash equivalents and restricted cash - beginning of period | 14,455,000 | 8,830,000 |
Cash, cash equivalents and restricted cash - end of period | 25,172,000 | 14,455,000 |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | 1,269,000 | 987,000 |
Cash paid for income taxes | 20,000 | 61,000 |
Cash paid for interest on financing leases | 5,000 | 14,000 |
Cash paid for interest on term loan | 3,182,000 | 411,000 |
Right-of-use assets obtained in exchange for lease obligations: | ||
Operating lease | 126,000 | 1,953,000 |
Finance lease | 48,000 | |
Lease obligations recorded for right-of-use assets: | ||
Operating lease | 126,000 | 1,953,000 |
Finance lease | 48,000 | |
Acquisition of property and equipment included in accounts payable and accrued expenses and other current liabilities | 30,000 | 40,000 |
Accretion to redemption value of redeemable stock and stock options | 38,308,000 | |
Payment-in-kind interest income added to principal of notes receivable | 28,000 | 54,000 |
Reclassification from warrant liability to additional paid-in capital for warrants exercised | 1,111,000 | 24,000 |
Reclassification of 4,093,995 shares of redeemable common stock to 4,093,995 shares of common stock | 87,702,000 | |
Reclassification of redeemable common stock options to common stock options | 47,370,000 | |
Conversion of preferred stock to common stock upon initial public offering | 357,202,000 | |
Reclassification of deferred financing costs | $ 3,156,000 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement Of Cash Flows [Abstract] | ||
Redeemable common stock reclassified | 4,093,995 | 14,851,007 |
Common stock after reclassification of redeemable common stock | 4,093,995 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Note 1 – Organization and Basis of Presentation Description of Business RxSight®, Inc. (the “Company”) is a Delaware corporation headquartered in Aliso Viejo, California with two wholly owned subsidiaries. One subsidiary is located in Amsterdam, Netherlands, with registered branches in the United Kingdom and Ireland. The Ireland registered branch was closed in 2020. The Netherlands entity also has a wholly owned subsidiary in Germany. A second subsidiary located in Tijuana, Mexico was also closed in 2020. The Company is engaged in the research and development, manufacture and sale of light adjustable intraocular lenses used in cataract surgery along with capital equipment used with the lenses. The Company’s products, which include the light adjustable lens (“LAL”®) and a specially designed machine for delivering light to the eye, the Light Delivery Device (“LDD”), are approved by the United States (“U.S.”) Food and Drug Administration (“FDA”) for sale in the U.S. and have regulatory approval in the U.S and Europe. The Company began marketing its products in the U.S. during the second quarter of 2019 and in Europe during the third quarter of 2019. The LAL is a premium intraocular lens (“IOL”) which is partially reimbursable under Medicare. The Company competes with other IOLs in the premium market in the U.S. and Europe. Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of RxSight, Inc. and its wholly-owned subsidiaries, RxSight, B.V., located in the Netherlands, and RxSight GmbH, located in Germany. The Company translates the financial statements of its foreign subsidiaries using end-of-period exchange rates for assets and liabilities and average exchange rates during each reporting period for results of operations. All significant inter-company balances and transactions have been eliminated in consolidation. Initial Public Offering ( “ IPO ” ) and Reverse Stock Split On July 22, 2021, the Company’s Board of Directors approved an amendment to the Company’s certificate of incorporation to effect a reverse split of shares of the Company’s common stock, excluding Series G and Series W common stock, and convertible preferred stock on a 1-for-10.33 basis (the “Reverse Stock Split”). The par values of the common stock and convertible preferred stock were not adjusted as a result of the Reverse Stock Split. The Reverse Stock Split was effected on July 23, 2021. Accordingly, all common stock, excluding Series G and Series W common stock, options to purchase common stock, convertible preferred stock, share data, per share data and related information contained in the accompanying condensed consolidated financial statements and notes have been retrospectively adjusted to reflect the effect of the Reverse Stock Split for all periods presented. Outstanding stock options were proportionately reduced and the respective exercise prices, if applicable, were proportionately increased. The Reverse Stock Split resulted in an adjustment to the convertible preferred stock conversion prices to reflect a proportional decrease in the number of shares of common stock to be issued upon conversion. On July 29, 2021 , the Company completed the IPO through an underwritten sale of 7,350,000 shares of its common stock at a price of $ 16.00 per share. The aggregate net proceeds from the offering, inclusive of an additional 898,549 common shares sold upon the partial exercise of the underwriters’ over-allotment option, after deducting underwriting discounts and commissions of $ 9.2 million and other offering costs of $ 3.2 million, were approximately $ 120.0 million. On July 29, 2021, the Company restated its certificate of incorporation and bylaws which provide for, among other things, the Company’s authorized capital stock to consist of 900,000,000 shares of common stock, par value $ 0.001 per share, and 100,000,000 shares of convertible preferred stock, par value $ 0.001 per share. The restated certificate defines the voting rights, dividends, liquidation, rights and preferences of each class of stock. Immediately prior to the completion of the IPO, 14,376,272 outstanding shares of the Company's convertible preferred stock were converted into an aggregate of 14,725,309 shares of common stock and 225,945 warrants to purchase Series H convertible preferred stock were exercised and converted into 100,261 shares of common stock. Liquidity and Financial Position As of December 31, 2021, the Company has cash, cash equivalents and short-term investments of $ 159.3 million. The Company began generating revenue from its principal operations in June 2019. The Company has a limited operating history, and the revenue and income potential of the Company’s business and market are unproven. The Company has experienced recurring net losses and negative cash flows from operating activities since its inception. For the years ended December 31, 2021 and 2020, the Company incurred losses from operations of $ 52.8 million and $ 35.4 million, respectively. Due to the Company’s continuing research and development activities and investment in sales and marketing activities to increase product market acceptance, the Company expects to continue to incur net operating losses into the foreseeable future. Successful transition to attaining profitable operations is dependent upon gaining market acceptance of the Company’s products and achieving a level of revenues adequate to support the Company’s cost structure. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company believes that existing capital resources, including the net proceeds from the IPO in July 2021, will be sufficient to meet projected operating requirements for at least 12 months from the date of issuance of the accompanying consolidated financial statements, though the Company expects to continue to incur operating losses and negative cash flows. The Company plans to continue to fund its losses from operations using its cash, cash equivalents and short-term investments as of December 31, 2021 and meet its future capital funding needs through equity or debt financings, other third-party funding, collaborations, strategic alliances and licensing arrangements or a combination of these. If the Company raises additional funds by issuing equity securities, its stockholders may experience dilution. Any future debt financing into which the Company enters may impose additional covenants that restrict operations, including limitations on its ability to incur liens or additional debt, pay dividends, repurchase common stock, make certain investments or engage in certain merger, consolidation or asset sale transactions. Any debt financing or additional equity raise may contain terms that are not favorable to the Company or its stockholders. If the Company is required to enter into collaborations and other arrangements to address its liquidity needs, it may have to give up certain rights that limit its ability to develop and commercialize product candidates or may have other terms that are not favorable to the Company or its stockholders, which could materially and adversely affect its business and financial prospects. There can be no assurance that the Company will be able to obtain additional financing on acceptable terms, or at all. If the Company is not able to secure adequate additional funding, the Company may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible and/or suspend or curtail planned programs. Any of these actions could materially harm the Company’s business, results of operations and future prospects. COVID-19 The Company has been actively monitoring the novel coronavirus, or COVID-19, situation and its impact. In response to the pandemic, numerous state and local jurisdictions imposed “shelter-in-place” orders, quarantines and other restrictions. Starting in March 2020 in the United States, governmental authorities recommended, and in certain cases required, that elective, specialty and other procedures and appointments be suspended or canceled. Similarly, in March 2020, the governor of California, where the Company’s headquarters is located, issued “stay at home” orders limiting non-essential activities, travel and business operations. Such orders and restrictions resulted in reduced operations at the Company’s headquarters, slowdowns and delays, travel restrictions and cancellation of events. These orders and restrictions significantly decreased the number of procedures performed using the Company’s products starting in March of 2020 and continuing through 2021. In response to the impact of COVID-19, the Company implemented a variety of measures to help manage through the impact and position it to resume operations quickly and efficiently once these restrictions were lifted. These measures included: remote work as needed, suspension of non-essential travel, restrictions on in-person work-related meetings, the wearing of personal protective equipment, social distancing, increased facility cleaning and air purification in all of the Company’s buildings and daily health monitoring of all Company employees to prevent or contain COVID-19 exposure. In addition, the Company took steps to preserve liquidity, reduce expenses and monitor operations to mitigate the impact on its current and future financial condition. The impact of COVID-19 continues to evolve and its impact on the Company’s business will depend on several factors that are highly uncertain and unpredictable, including, the efficacy and adoption of vaccines, future resurgences of the virus and its variants, the speed at which government restrictions are lifted, patient capacity at hospitals and healthcare systems, the duration and severity of healthcare worker shortages, and the willingness and ability of patients to seek care and treatment due to safety concerns or financial hardship. |
Summary of Accounting Policies
Summary of Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 – Summary of Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make informed estimates, judgments and assumptions that affect the reported amounts in the consolidated financial Significant accounting policies There have been no significant changes to the accounting policies during the year ended December 31, 2021 as compared to the significant accounting policies described in Note 2 of the “Notes to Consolidated Financial Statements” in the Company’s audited consolidated financial statements included in the Company's prospectus filed with the Securities and Exchange Commission in accordance with Rule 424(b) of the Securities Act on July 29, 2021 in connection with our IPO. Cash Equivalents Cash equivalents consist of investments in money market accounts. The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase that can be liquidated without prior notice or penalty to be cash equivalents. Short-term Investments Short-term investments are classified based on the maturity date of the related securities. Based on the nature of the assets, the Company’s short-term investments, which are government securities, are classified as available-for-sale and are recorded at their estimated fair value as determined by prices for identical or similar securities at the balance sheet date. The Company’s short-term investments consist of Level 1 and Level 2 financial instruments in the fair value hierarchy. Unrealized gains and losses are recorded as a component of other comprehensive loss within stockholders’ equity (deficit) on the consolidated balance sheets. Realized gains and losses are included as other income (expense) in the accompanying Consolidated Statements of Operations and Comprehensive (Loss) Income. The cost basis for realized gains and losses on available-for-sale securities is determined on a specific identification basis. Management determines the appropriate classification of its investments at the time of purchase and reevaluates such determination at each balance sheet date. The Company periodically reviews its investments for unrealized losses other than credit losses and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. In determining whether the carrying value is recoverable, management considers the following factors: • whether the investment has been in a continuous realized loss position for over 12 months; • the duration to maturity of investments; • intention and ability to hold the investment to maturity and if it is not more likely than not that the investment will be required to sell the investment before recovery of the amortized cost bases; • the credit rating, financial condition and near-term prospects of the issuer and • the type of investments made. The Company had $ 9,000 and $ 2,000 of unrealized losses related to short-term investments as of December 31, 2021 and 2020 , respectively. The Company’s short-term investments consist of Level 2 financial instruments in the fair value hierarchy. Restricted Cash Restricted cash consists of cash held as collateral for a letter of credit as security for future facility lease payments and corporate credit cards at the Company’s bank. Restricted cash increased $ 350,000 during the year ended December 31, 2021 to $ 811,000 as required for these operating activities. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets to the amount reported in the Consolidated Statement of Cash Flows for the years ended December 31, 2021 and 2020 (in thousands). Year ended December 31, 2021 2020 Cash and cash equivalents $ 24,361 $ 13,994 Restricted cash 811 461 Cash, cash equivalents and restricted cash in the consolidated statements of cash flows $ 25,172 $ 14,455 Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments which potentially subject the Company to concentration of credit risk consist primarily of cash, cash equivalents, short-term investments and accounts receivable. The Company’s policy is to invest cash in institutional money market funds and marketable securities of the U.S. government to limit the amount of credit exposure. The Company currently maintains a portfolio of cash equivalents and short-term investments in money market funds and U.S. treasury bills. Additionally, the Company has established guidelines regarding diversification of its investments and their maturities, which are designed to maintain principal and maximize liquidity. The Company has not experienced material losses on cash equivalents and short-term investments. The Company’s products require approval from the FDA and foreign regulatory agencies before commercial sales can commence. There can be no assurance that the Company’s products will receive any of these required approvals. The denial or delay of such approvals may have a material adverse impact on the Company’s business and may impact business in the future. In addition, after approval by the FDA, there is still an ongoing risk of adverse events that did not appear during the device approval process. The Company is subject to risks common to companies in the medical device industry, including, but not limited to, new technological innovations, clinical development risk, establishment of appropriate commercial partnerships, protection of proprietary technology, compliance with government and environmental regulations, uncertainty of market acceptance of our products, product liability and the need to obtain additional financing. The Company is subject to the risks related to the global pandemic associated with COVID-19, including local, state, federal and other world-wide mandates imposed to reduce the spread of the virus which could interrupt or reduce the number of cataract surgeries, limit access to ambulatory surgery centers, doctors’ offices and manufacturing facilities, and the expansion of global lead times, particularly in Europe and Asia, leading to a supply interruption from our suppliers. In addition, the Company is currently experiencing inflation and longer lead times and limited availability in its supply chain for certain components and has continued exposure to price and supply risk related to anticipated purchases of certain commodities, materials and products used in its business. Accounts Receivable Accounts receivable pertain to contracts with customers who are granted credit by the Company in the ordinary course of business and are presented net of allowances for credit losses. Accounts receivable are generally due 30 days after invoicing. The Company maintains an allowance for credit losses resulting from the inability of its customers, including ambulatory surgery centers, to make required payments. The allowance for credit losses is calculated quarterly and is developed using an aging of receivables where receivables are segregated into various categories based upon due date, and a historical loss percentage is applied to each category that is adjusted for current receivable composition, counterparty and specific risk and prevailing economic condition and supportable forecasted economic conditions. Once a receivable is deemed uncollectible after collection efforts have been exhausted, it is written off against the allowance for credit losses. The Company closely monitors the credit quality of its customers and has yet to experience a write-off of a receivable or uncollected receivable. The Company does not generally require collateral or other security on receivables. The Company has a diverse customer base and as of December 31, 2021 , the Company did not have any customer who individually accounted for greater than 10 % of accounts receivable. As of December 31, 2020 , the Company had one customer who individually accounted for 35 % of accounts receivable. After evaluation of the collectability of accounts receivable, the Company did no t record any significant allowance for credit losses as of December 31, 2021 and 2020. Fair Value of Financial Instruments The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The Company’s financial instruments consist principally of cash, cash equivalents, short-term investments, accounts receivable, accounts payable, operating lease liabilities, warrant liabilities and a term loan. Fair value is measured as the price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques that are consistent with the market, income or cost approach are used to measure fair value. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three levels: Level 1—Observable inputs such as unadjusted quoted prices in active markets that are accessible at the measurement date for identical unrestricted assets or liabilities. Level 2—Inputs (other than quoted prices included in Level 1) that are either directly or indirectly observable for the asset or liability, for substantially the full term of the asset or liability, through correlation with market data. These include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and inputs to valuation models or other pricing methodologies that do not require significant judgment because the inputs used in the model, such as interest rates and volatility, can be corroborated by readily observable market data. Level 3—One or more significant inputs that are unobservable and supported by little or no market activity and reflect the use of significant management judgment and assumptions. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques and significant management judgment or estimation. These include the Black-Scholes option-pricing model which uses inputs such as expected volatility, risk-free interest rate and expected term to determine fair market valuation. Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification at each reporting date. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain assets or liabilities within the fair value hierarchy. The Company did not have any transfers of assets and liabilities between the levels of the fair value measurement hierarchy during the years presented. Cash, cash equivalents, accounts receivable and accounts payable are carried at their estimated fair value because of the short-term nature of these assets and liabilities. The Company’s short-term investments in government securities are carried at fair value, determined based on publicly available quoted market prices for identical securities at the measurement date. The Company believes the fair values of its operating lease liabilities and term loan at December 31, 2021 and 2020 approximated their carrying values, based on the borrowing rates that were available for loans with similar terms as of that date. Inventories Inventories consist of raw materials, work-in-process and finished goods. Raw materials are comprised of chemicals and parts used in the production of the Company's lenses, cartridges, and LDDs. Finished goods are comprised of lenses, cartridges, accessories and LDDs. Inventories are valued at the lower of cost or net realizable value. Cost is computed using standard cost, which approximates actual cost on a first-in, first-out basis. The carrying value of inventories is reviewed for potential impairment whenever indicators suggest that the cost of inventories exceeds the carrying value and management adjusts the inventories to its net realizable value. The cost of finished goods and work-in-process is comprised of raw materials, direct labor, other direct costs and related production overhead to the extent that these costs do not exceed the net realizable value of the goods produced. The Company periodically reviews inventories for potential impairment, estimated losses from obsolescence, material expirations or unmarketable inventories or excess inventories and writes down the cost of inventories to net realizable value at the time such determinations are made. Net realizable value is determined using the estimated selling price, in the ordinary course of business, less estimated costs to complete and dispose. Long-Lived Assets Property and equipment and leasehold improvements are recorded at cost, net of accumulated depreciation and amortization. Property and equipment are depreciated over the estimated useful lives of the related assets, generally three to five years , using a straight-line method. Leasehold improvements are amortized on the straight-line method over the shorter of the lease term or their estimated economic lives. Repairs and maintenance costs are charged directly to operations as incurred, while renewals and betterments are capitalized. All long-lived assets are reviewed for impairment whenever circumstances such as events or changes in the business indicate that an asset or asset group’s carrying value may not be recoverable based on undiscounted future operating cash flows to be derived from their use. Factors that are considered important that could trigger an impairment review include a current period operating or cash flow loss or a history of operating or cash flow losses and a projection or forecast that demonstrates continuing losses or insufficient income associated with the use of a long-lived asset or asset group. Other factors include a significant change in the manner of the use of the asset or a significant negative industry or economic trend. This evaluation is performed based on estimated undiscounted future cash flows from operating activities compared with the carrying value of the related assets. If the undiscounted future cash flows are less than the carrying value, an impairment loss is recognized, measured by the difference between the carrying value and the estimated fair value of the assets. Fair value is determined primarily using the discounted cash flows expected to be generated from the use of assets. Significant management judgment is required in the forecast of future operating results that are used in the preparation of expected cash flows. Leases Lease right-of-use assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized when the Company takes possession of the leased property (the “Commencement Date”) based on the present value of lease payments over the lease term. The Company estimates the incremental borrowing rate based upon the cost of its own debt financing, current market interest rates and quoted offerings or the rate implicit in the lease. Operating lease right-of-use assets also include any lease payments made at or before lease commencement and exclude any lease incentives received. The lease terms used to calculate the right-of-use asset and related lease liability include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Rent expense on noncancelable leases containing known future scheduled rent increases is recorded on a straight-line basis over the term of the respective leases beginning on the Commencement Date. The difference between rent expense and rent paid is accounted for as a component of operating lease right-of-use assets on the accompanying consolidated balance sheets. Landlord improvement allowances and other such lease incentives are recorded as property and equipment and as reduction of the right-of-use leased assets and are amortized on a straight-line basis as a reduction to operating lease costs. Leases with an initial term of 12 months or less are expensed as incurred and are not recorded as right-of-use assets on the consolidated balance sheets. Warrants to Purchase Stock The Company recognizes the freestanding warrants to purchase shares of convertible preferred stock as liabilities at fair value as these warrant instruments are embedded in contracts that may be cash settled. The convertible preferred stock warrants were issued for no cash consideration as detachable freestanding instruments but can be converted to convertible preferred stock at the holder’s option based on the exercise price of the warrant. However, the deemed liquidation provisions of the convertible preferred stock are considered contingent redemption provisions that are not solely within the control of the Company. Therefore, the convertible preferred stock is classified in temporary equity on the accompanying condensed consolidated balance sheets, and the warrants to purchase the convertible preferred stock are classified as liabilities. The Company recognized a freestanding warrant to purchase a share of Series W common stock as a liability at fair value because this instrument was not indexed to the Company’s own stock as the settlement calculation incorporated variables other than those used to determine the fair value of a fixed-for-fixed forward or option on equity shares. The common stock warrant was issued for cash consideration as a freestanding instrument and could be converted to one share of common stock, Series W, at the holder’s option based on the exercise price of the warrant and prior to the expiration date of March 31, 2021. The warrants were recorded on the accompanying consolidated balance sheets at their fair value on the date of issuance and were subject to re-measurement to fair value at each balance sheet date. Changes in fair value were recognized as a component of other income (expense) in the accompanying Consolidated Statements of Operations and Comprehensive (Loss) Income. Upon issuance of the Series W common stock warrant, the Company engaged valuation specialists to assist with determining its fair value using a Monte Carlo simulation approach. In addition, the Company engaged the valuation specialists to derive an estimated fair value of the preferred stock warrants using a probability weighted expected return model/option pricing model (“PWERM/OPM”) hybrid valuation model. Pursuant to the terms of the preferred stock warrants, upon the conversion of the class of preferred stock underlying the warrant, the warrants automatically become exercisable for shares of the Company’s common stock based upon the conversion ratio of the underlying class of preferred stock. The exercise of either the common stock warrant or consummation of a qualified initial public offering would result in the automatic conversion of all classes of the Company’s preferred stock into common stock. Upon such conversion of the underlying classes of preferred stock, the warrants would be classified as a component of equity and would no longer be subject to remeasurement. Accordingly, the Company continued to adjust the warrant liabilities for changes in fair value through the date of the conversion of the underlying convertible preferred stock into common stock which occurred upon the completion of the IPO in July 2021. Deferred Offering Costs The Company capitalized deferred offering costs consisting of all direct and incremental legal, professional, accounting and other third-party fees incurred in connection with the IPO. As of December 31, 2021 , total deferred offering costs of $ 3.2 million were offset against IPO proceeds and reclassified to additional paid-in capital in the accompanying consolidated balance sheets. Net (Loss) Income per Share The Company computes basic net (loss) income per share for common stock using the two-class method required for companies with participating securities based upon the weighted-average number of common shares outstanding during the period. Diluted net (loss) income per share assumes the conversion, exercise or issuance of all potential common stock equivalents, unless the effect of inclusion would be anti-dilutive. For purposes of this calculation, common stock equivalents include the Company’s stock options, warrants and the shares issuable upon the conversion of preferred stock. Prior to the lapse of redemption features, for redeemable stock options and redeemable preferred stock, the calculation of diluted (loss) income per share includes an adjustment for the additional share of undistributed earnings and accretion to redemption value for the period that the common stockholders are entitled to if exercise is assumed. For warrants that are recorded as a liability in the accompanying consolidated balance sheets, the calculation of diluted (loss) income per share requires that, to the extent the average market price of the underlying shares for the reporting period exceeded the exercise price of the warrants and the presumed exercise of the warrants was dilutive to (loss) income per share for the period, an adjustment was made to net (loss) income used in the calculation to remove the change in fair value of the warrants from the numerator for the period. Likewise, an adjustment to the denominator was required to reflect the related dilutive shares, if any, under the treasury stock method. The following tables show the computation of basic and diluted net (loss) income per share for 2021 and 2020 (in thousands, except number of shares): Year Ended December 31, 2021 2020 Common Stock Numerator: Net (loss) income available to stockholders, $ ( 48,688 ) $ 3,366 Effect of dilutive securities: Redeemable stock options — ( 2,511 ) Net (loss) income available to stockholders, $ ( 48,688 ) $ 855 Denominator: Weighted-average shares outstanding, 13,625,044 3,707,207 Effect of dilutive securities: Redeemable stock options — 1,825,098 Weighted-average shares, diluted 13,625,044 5,532,305 Net (loss) income per share: Attributable to common stock, basic $ ( 3.57 ) $ 0.91 Attributable to common stock, diluted $ ( 3.57 ) $ 0.15 Series G Common Stock Numerator: Net loss available to stockholder, $ — $ ( 0.39 ) Effect of dilutive securities: Redeemable preferred stock and warrants $ — $ ( 0.23 ) Net loss available to stockholder, $ — $ ( 0.62 ) Denominator: Weighted-average shares outstanding, — 1 Basic net loss per share $ — $ ( 0.39 ) Diluted net loss per share $ — $ ( 0.62 ) The following weighted average outstanding potentially dilutive securities were excluded from the calculation of diluted net income (loss) per share attributable to common stockholders because their impact under the “treasury stock method” and “if-converted method” was anti-dilutive for the periods presented: Year Ended December 31, 2021 2020 Redeemable preferred stock and warrants — 14,883,489 Stock options issued and outstanding under the 2006 Stock Plan, 2015 Equity Incentive Plan and 2021 Equity Incentive Plan 2,144,860 1,444,611 Restricted stock units 223,716 — Stock issuable in offering period under the Employee Stock Purchase Plan 8,248 — Revenue Recognition The Company’s revenue is generated from the sale of light adjustable intraocular lenses (“LAL”) used in cataract surgery along with a specifically designed machine for delivering light to the eye, the Light Delivery Device (“LDD”), to adjust the lens post-surgery, as needed. Revenue is recognized from sales of products in the U.S. and Europe. Customers are primarily comprised of ambulatory surgery centers, hospitals, and physician private practices. The Company recognizes revenues when promised goods or services are transferred to customers at a transaction price that reflects the consideration to which the Company expects to be entitled in exchange for those goods and services. Specifically, the Company applies the following five steps to recognize revenue: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when, or as, the Company satisfies a performance obligation. The Company applies the five-step model to contracts when it is probable that it will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer. At contract inception, the Company assesses the goods promised within each customer contract to determine the individual deliverables in its product offerings as separate performance obligations and assesses whether each promised good or service is distinct. The transaction price is determined based on the consideration expected to be received, based either on the stated value in contractual arrangements or the estimated cash to be collected in non-contracted arrangements. The Company recognizes revenue as the amount of the transaction price that is allocated to the respective performance obligation when, or as, the performance obligation is satisfied, considering whether or not this occurs at a point in time or over time. The Company elected to account for shipping costs as fulfillment costs rather than a promised service and excludes from revenue any taxes collected from customers that are remitted to government authorities. The Company’s LDD contracts contain multiple performance obligations bundled for one transaction price, with all obligations generally satisfied within one year. For these bundled arrangements the Company accounts for individual products and services as separate performance obligations if they are distinct; that is, if a product or service is separately identifiable from other items in the bundled package, and if a customer can benefit from it on its own or with other resources that are readily available to the customer. The Company’s LDD contracts include a combination of the following performance obligations: (1) LDD capital asset and related components, (2) training and (3) device service (initial year). Each of these three performance obligations are considered distinct. The LDD capital asset is distinct because the customer can benefit from it together with other resources that are readily available to the customer. Training on the use of the machine is offered as a distinct activity after installation of the LDD to enhance the customer’s ability to utilize the machine by having an industry professional provide best practices and customize training to the specific needs of the customer. Each LDD comes with a twelve-month manufacturer’s warranty (service-type) that includes preventative maintenance, unscheduled service (labor and parts) and software updates. After the first year, service contracts can be purchased separately on a standalone basis. The Company recognizes revenue as performance obligations are satisfied by transferring control of the product or service to a customer. Specifically, revenue for the LDD capital asset is recognized at a point in time at installation. Revenue for training is also recorded at a point in time, generally 30 days after installation. Revenue for the device service is recognized ratably over time after installation, generally 12 months. The Company has determined that the transaction price is the invoice price, net of adjustments, if any. The allocation to the separate performance obligations is based upon the relative standalone selling price. Standalone selling prices are based on observable prices at which the Company separately sells the products or services. The Company estimates the standalone selling price using the market assessment approach considering market conditions and entity-specific factors including, but not limited to, features and functionality of the products and services, geographies, type of customer and market conditions. The Company regularly reviews and updates standalone selling prices as necessary. LALs are held at customer sites on consignment. The single performance obligation is satisfied, and revenue is recognized for LALs upon customer notification that the LALs have been implanted in a patient. For the years ended December 31, 2021 and 2020, credits related to returns and rebates on list prices were not significant. The Company has adopted the practical expedient permitting the direct expensing of costs incurred to obtain contracts where the amortization of such costs would occur over one year or less, and it applied to substantially all the Company’s contracts. For the years ended December 31, 2021 and 2020, revenue from contracts with customers consisted of the following (in thousands): Year ended December 31, 2021 2020 LDD (including training) $ 13,774 $ 10,159 LAL 8,163 4,256 Service warranty, service contracts, and 656 263 $ 22,593 $ 14,678 As of December 31, 2021 and 2020, the Company recognized contract liabilities on its consolidated balance sheets of $ 540,000 and $ 345,000 , respectively, related to the service agreement performance obligation. Revenue for service agreements is recognized ratably over the term of each contract. For the year ended December 31, 2021 , the Company did not have any customers who individually accounted for greater than 10 % of revenue. For the year ended December 31, 2020 , the Company had one customer who individually accounted for approximately 27 % of revenue. Cost of Sales Cost of sales consists of materials, labor and manufacturing overhead incurred to produce the Company’s products as well as the cost of shipping and handling. Overhead costs include the cost of quality assurance, material procurement, inventory control, facilities, equipment and operations supervision and management, including stock-based compensation. Cost of sales also includes depreciation expense for production equipment and certain direct costs such as royalty and license fee expenses. Research and Development Expenses Research and development expenses are expensed as incurred. Research and development expenses consist of upfront fees and milestones paid to collaborators and expenses incurred in performing research and development activities for new products and technology. The expenses include personnel-related costs, including compensation and benefits and stock-based compensation, consultants hired to perform research projects, costs incurred at clinical trial sites, regulatory and manufacturing engineering costs related to FDA premarket approval submission preparation, various laboratory and research supplies, write-off of pre-approved inventory utilized for clinical trial and research purposes, costs incurred in the development of manufacturing processes in excess of capitalizable value, fees paid to contract research organizations and direct FDA related costs. The Company also accrued the costs of ongoing clinical trials associated with programs that have been terminated or discontinued for which there is no future economic benefit at the time the decision is made to terminate or discontinue the program. Stock-Based Compensation The Company accounts for stock options on the date of grant to employees, directors and consultants based on the estimated fair value of the award, which requires the recognition of compensation expense for all equity-based payments, including stock options. The fair value of the awards is estimated using the Black-Scholes option-pricing model and recognized in expense in the consolidated statements of operations and comprehensive (loss) income over requisite service period, which is generally four years. The Company amortizes the stock-based compensation for equity awards with service conditions on a straight-line basis over the vesting period of the awards. Compensation cost for stock options with performance conditions is recognized based upon the probability of that performance condition being met. Forfeitures of unvested stock option awards are recognized as reductions of expense as they occur. The Black-Scholes option-pricing model requires the use of assumptions about a number of variables, such as the fair market value of the Company’s common stock, the risk-free interest rate, di |
Short-Term Investments
Short-Term Investments | 12 Months Ended |
Dec. 31, 2021 | |
Short Term Investments [Abstract] | |
Short-Term Investments | Note 3 – Short-Term Investments Short-term investments, principally U.S. Treasury bills, are available-for-sale and consisted of the following (in thousands): As of December 31, 2021 Amortized Cost Unrealized Loss, Net Estimated Fair Value Government securities $ 134,980 $ ( 9 ) $ 134,971 As of December 31, 2020 Amortized Cost Unrealized Loss, Net Estimated Fair Value Government securities $ 54,983 $ ( 2 ) $ 54,981 All available-for-sale securities held as of December 31, 2021and 2020 had a maturity of less than one year . The Company has classified all marketable securities, regardless of maturity, as short-term investments based upon the Company’s ability and intent to use any and all of those marketable securities to satisfy the Company’s liquidity requirements. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 4 – Inventories Inventories consisted of the following (in thousands): December 31, 2021 2020 Finished goods $ 4,451 $ 5,092 Raw materials 2,828 1,827 Work-in-process 868 1,685 8,147 8,604 Less: reserve for excess and obsolete inventory ( 115 ) ( 316 ) $ 8,032 $ 8,288 At December 31, 2021 and 2020, finished goods included $ 1.8 million and $ 2.7 million of inventory held on consignment at customer sites, respectively. |
Property and equipment
Property and equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and equipment | Note 5 – Property and equipment Property and equipment consisted of the following (in thousands): December 31, 2021 2020 Machinery and equipment $ 12,421 $ 11,153 Leasehold improvements 10,334 10,152 Construction in progress 1,118 1,474 Computer hardware and software 1,536 1,101 Production molds 1,268 867 Furniture and fixtures 853 855 Right-of-use equipment 32 58 27,562 25,660 Less: Accumulated depreciation and amortization ( 16,345 ) ( 12,373 ) $ 11,217 $ 13,287 The Company recorded $ 4.0 million and $ 3.9 million in depreciation and amortization expense for the years ended December 31, 2021 and 2020 , respectively. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 6 – Fair Value Measurements The table and disclosures below (in thousands) present the Company’s assets and liabilities measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value. See Note 9—Common Stock Warrant Liability and Note 11—Convertible Preferred Stock Warrants for more information on the inputs used for the fair value measurements of the warrant liabilities, including quantitative information about the significant unobservable inputs used in the fair value measurements of the warrant liabilities. Money market funds are liquid investments and are actively traded. The pricing information on these investment instruments is readily available and can be independently validated as of the measurement date. This approach results in the classification of these securities as Level 1 of the fair value hierarchy. U.S. Government securities are measured at fair value using Level 2 inputs. The Company reviews trading activity and pricing for these investments as of each measurement date. When sufficient quoted pricing for identical securities is not available, the Company uses market pricing and other observable market inputs for similar securities obtained from various third-party data providers. These inputs represent quoted prices for similar assets in active markets or these inputs have been derived from observable market data. This approach results in the classification of these securities as Level 2 of the fair value hierarchy. The carrying amounts of certain financial instruments such as cash and cash equivalents, accounts receivable, prepaid expenses, other current assets, accounts payable, accrued expenses and other current liabilities as of December 31, 2021 and 2020 approximate their related fair values due to the short-term maturities of these instruments. As of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Money market securities $ 21,390 $ — $ — $ 21,390 Government securities — 134,971 — 134,971 Total assets at fair value $ 21,390 $ 134,971 $ — $ 156,361 As of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Money market securities $ 11,822 $ — $ — $ 11,822 Government securities — 54,981 — 54,981 Total assets at fair value $ 11,822 $ 54,981 $ — $ 66,803 Liabilities: Common stock warrant liability $ — $ — $ ( 5,018 ) $ ( 5,018 ) Redeemable convertible preferred stock warrant liability — — ( 3,828 ) ( 3,828 ) Total liabilities at fair value $ — $ — $ ( 8,846 ) $ ( 8,846 ) The Series W warrant fair value was determined by management, with input and assistance from a third-party valuation specialist, upon issuance and was revalued as of each reporting date until expiration. The valuation specialist utilized a Monte Carlo Simulation ("MCS") under the income method utilizing assumptions and financial data prepared by the Company. This valuation approach uses a discounted cash flow (“DCF”) method to calculate the starting equity value of the Company based upon future cash flow generation. The starting equity value of the Company was determined utilizing significant unobservable inputs, including (1) forecasted financial projections for the next five years developed by management, (2) a terminal value assigned using an exit multiple method, and (3) a discount rate based on the weighted average cost of capital. Then a simulated equity value of the Company as of the expected exercise date was determined using the MCS method. The MCS inputs included: (1) the assumed amount of time until the exercise of the warrant, (2) the risk-free interest rate over the period until the assumed warrant exercise, (3) the assumed volatility in the value of the equity of the company, and (4) the starting equity value of the Company as determined from the discounted cash flow method. In order to determine the overall value of the warrant, the valuation specialists also simulated the payments for sales-based, operating and regulatory milestones based upon similar inputs to determine the expected overall purchase price of the Company. The net difference between the expected purchase price and the average simulated equity value determines the “option payoff”. Finally, management assigned a probability that the warrant would be exercised, which was applied to the present value of the “option payoff” to arrive at the recorded value reflected in the accompanying consolidated financial statements. The Series W warrant expired unexercised on March 31, 2021 and the remaining fair value of $ 5.0 million was recorded in the Consolidated Statement of Operations and Comprehensive (Loss) Income for the twelve months ended December 31, 2021. The fair value of the preferred stock warrants was determined by management, with input and assistance from a third-party valuation specialist using a PWERM/OPM hybrid valuation model. This method essentially utilizes a combination of market and income method approaches for each part of the calculation of enterprise value using assumptions and financial data prepared by the Company and combines them in a probabilistic manner. The valuation considered several future scenarios for the Company, each of which assumed a shareholder exit either through initial public offering, sale (“M&A”) or dissolution. Based upon the current initial public offering market, M&A values for private companies and the historical likelihood of dissolution or no exit, the Company concluded that the probabilities and time frames were reasonable. Implicit in the timing used in the application of the PWERM/OPM Hybrid Method is also the possibility of no exit. The option pricing model's significant unobservable inputs included: (1) the assumed time until a liquidity event, (2) the risk-free interest rate over the period until the assumed liquidity event, (3) the assumed volatility in the value of the equity of the company (which corresponds to the model's underlying asset volatility), (4) the enterprise value and preferred investment amount and (5) the key price points in the Company's capital structure in terms of exit levels on the assumed liquidation date. A significant increase (decrease) in any of these inputs in isolation, particularly the estimated price of the Company’s preferred stock, would have resulted in a significantly higher (lower) fair value measurement. The following table sets forth changes in the estimated fair values for the Company’s warrant liabilities measured using significant unobservable inputs (in thousands): Year ended December 31, 2021 2020 Beginning of period $ 8,846 $ 71,881 Exercise of preferred stock warrants ( 1,111 ) ( 24 ) Expiration of common stock warrant ( 5,018 ) — Change in fair value of common stock warrant — ( 64,628 ) Change in fair value of preferred stock warrants ( 2,717 ) 1,617 End of period $ — $ 8,846 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities Current [Abstract] | |
Accrued Expenses and Other Current Liabilities | Note 7 – Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2021 2020 Employee compensation and benefits $ 5,916 $ 2,943 Vendor invoices 871 745 Contract liabilities 618 417 Accrued interest 319 — Other 135 69 $ 7,859 $ 4,174 |
Term Loan
Term Loan | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Term Loan | Note 8 – Term Loan On October 29, 2020, the Company entered into a loan facility (“Term Loan”) with an initial draw of $ 25.0 million. Proceeds were used to help fund the Company’s ongoing operations. In March 2021, the Company drew an additional $ 5.0 million from the facility for the purpose of funding ongoing operations. In June 2021, the Company drew an additional $ 10.0 million from the facility for the purpose of funding ongoing operations. Another $ 10.0 million of the term-loan facility was available for additional draws during 2021, which were not borrowed and $ 10.0 million is to be available in the first quarter of 2022, if the Company reaches certain sales milestones. The Term Loan is secured by substantially all of the Company’s assets, including a negative lien on the Company’s intellectual property assets. The Company is subject to various standard covenants, such as quarterly reporting, annual audits, submission of annual projections and limitations on dividends, further investments and indebtedness. The Term Loan also contains a covenant (“Performance to Plan”) that provides that, beginning on March 31, 2022 and measured monthly, the Company must achieve trailing twelve-month revenue equal to or greater than 50 % of the Company’s annual operating budget as approved by the Company’s Board of Directors and the lender. In July 2021, the Company completed its initial public offering with greater than $ 70.0 million in proceeds, which allowed the Company to continue either the Performance to Plan covenant or may replace it with a positive lien on its intellectual property. Interest for all borrowings under the Term Loan is determined as the greater of (1) 9.25 % or (2) 9.09 % plus the greater of 30-day LIBOR published in the Wall Street Journal and 0.16 %. The Company may elect an interest rate equal to 10.25 % plus the greater of (1) the Wall Street Journal Prime rate or (2) 7 %. The interest rate resets monthly on the last day of the month prior to the month in which interest accrues, and an actual/360-day convention applies. If the Company is considered to be in default as defined by the Term Loan, additional interest of 5 % applies. The LIBOR rate is subject to change to another basis, presently undetermined, when LIBOR ceases to exist. The Term Loan requires 36 months of interest-only payments, followed by 23-months of amortization. If the Company is in compliance with the Performance to Plan covenant through October 31, 2023, the interest-only period is extended by 12 months, and the amortization period is reduced by 11 months. Payments are due on the first day of each month in arrears. All unpaid amounts under the Term Loan mature on October 1, 2025. The Term Loan is prepayable at any time without penalty; however, the loan must be prepaid in full or in specific increments, and amounts prepaid may not be subsequently reborrowed. The loan may also be accelerated by the lender in the event of a default. As the loan was not fully prepaid by December 31, 2021, the Company became subject to an additional fee (the “Exit Fee”). The fee is 3 % of the original draw amount if prepaid between January 1, 2022 and October 31, 2022 ($ 750,000 ), 4 % if prepaid between November 1, 2022 and October 31, 2023 ($ 1.0 million) and 5 % ($ 1.25 million) if paid subsequently, including at maturity. The Exit Fee is being accreted to the carrying value of the debt as a debt premium and interest expense over the life of the loan using the effective interest method. Third-party professional service fees totaling $ 819,000 were incurred by the lender and the Company that are directly attributable to execution of the Term Loan transaction. These issuance costs have been recorded as a discount to the carrying amount of the debt and are being amortized to interest expense over the effective term of the debt using the effective interest method. As of December 31, 2021, annual principal payments due under the Term Loan were as follows (in thousands): Year Ended December 31, 2022 $ — 2023 1,739 2024 20,870 2025 17,391 2026 — Total 40,000 Less: unamortized issuance costs and exit fee ( 240 ) Term loan, net $ 39,760 During 2021 and 2020 , cash interest paid for all borrowings under the Term Loan was 9.25 %. The effective interest rate for the year ended December, 31 2021 and 2020 was 10.90 % and 11.31 %, respectively. As of December 31, 2021 and 2020 , the Company was in compliance with all covenants. |
Common Stock Warrant Liability
Common Stock Warrant Liability | 12 Months Ended |
Dec. 31, 2021 | |
Warrants And Rights Note Disclosure [Abstract] | |
Common Stock Warrant Liability | Note 9 – Common Stock Warrant Liability Warrant agreement and share purchase agreement On October 12, 2017, the Company issued a “Strategic Partner” a warrant to purchase Series W common stock (the “Warrant Agreement”) for a non-refundable payment of $ 60.0 million. This Series W common stock warrant (the “Series W Warrant”) had an initial expiration date of December 31, 2018 unless extended as provided for in the Warrant Agreement. On December 27, 2018, the Strategic Partner chose to extend the expiration date of the Series W Warrant, by making an additional non-refundable payment of $ 40.0 million, until the sooner of the achievement of performance milestones (as defined in the Warrant Agreement) or November 22, 2021. On March 18, 2020, the Company and the Strategic Partner signed an amendment to the Warrant Agreement that removed the milestone triggers for early exercise and changed the expiration date to March 31, 2021. Concurrent with the Warrant Agreement, the Strategic Partner and the Company entered into a Share Purchase Agreement (the “Purchase Agreement”). Under the Purchase Agreement, the Strategic Partner purchased one share of the Company’s non-voting $ 0.001 par value per share Series G common stock for $ 0.01 . Upon exercise of the Series W Warrant, the Strategic Partner will receive one share of voting, $ 0.001 par value, Series W common stock. Per the Warrant Agreement, the exercise price of the Series W Warrant is $ 630.0 million plus adjustments for the Company’s cash, working capital, indebtedness and transaction expenses, subject to an escrow holdback of $ 92.0 million and a shareholder representative holdback of $ 500,000 . The Warrant Agreement also provided for potential aggregate milestone payments of up to $ 827.0 million for various sales-based and operating milestones and $ 185.0 million for certain regulatory milestones, either at the time of the Series W Warrant’s exercise or at dates subsequent, as defined in the Warrant Agreement. Upon notice of exercise of the Series W Warrant by the Strategic Partner and receipt of the required funds, a Special Redemption, as defined in the Company’s Articles of Incorporation, will trigger automatic redemption of all the Company’s outstanding capital instruments, except for the Series G common stock and Series W common stock, and the Strategic Partner will acquire the Company. The following table presents the assumptions used in the DCF and MCS calculations to determine the fair value of the Series W warrant: Year ended December 31, 2020 Terminal value—exit multiple 7.0 Weighted average cost of capital discount rate 22.0 % Expected life (in years) 0.25 year Risk-free interest rate 0.9 % Expected volatility 56.9 % Special Redemption On October 25, 2017, the Company adopted the 12th Amended and Restated Articles of Incorporation (the “Amendment”). Under Article IV of the Amendment, if the Strategic Partner had exercised the Series W Warrant, an automatic redemption, conversion, termination and cancellation of all then outstanding shares of the Company’s capital stock, options and warrants would have occurred without any further action required. Immediately prior to the automatic redemption, all outstanding preferred shares would have converted to common shares, unvested stock options would have accelerated and became fully vested and all stock options would have terminated along with any preferred stock warrants outstanding. Stockholders, option holders and warrant holders would have had the right to receive the initial per share price less the strike price as defined in the Warrant Agreement. The Strategic Partner would have advanced (through an exchange agent) the funds to the Company, which would then have disbursed the funds to all shareholders, option holders and warrant holders. If the Series W Warrant was terminated or expired unexercised, Article IV of the Amendment would terminate and would be of no further force and effect. In December 2020, management determined that exercise of the Series W Warrant was no longer probable, at which point further accretion to redemption value of common stock, preferred stock and stock options ceased. On March 31, 2021, the Series W Warrant terminated as the Strategic Partner did not provide notice of exercise. A gain of $ 5.0 million was recorded on the expiration of the Series W Warrant in the accompanying consolidated statements of operations and comprehensive (loss) income for the year-ended December 31, 2021. Upon termination, amounts recorded in temporary equity for common stock and stock options were reclassified to common stock and additional paid-in capital within permanent equity as these instruments were no longer redeemable. |
Stockholders Equity (Deficit)
Stockholders Equity (Deficit) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders Equity (Deficit) | Note 10 – Stockholders’ Equity (Deficit) On July 29, 2021, the Company restated its certificate of incorporation and bylaws which provide for, among other things, the Company’s authorized capital stock to consist of 900,000,000 shares of common stock, par value $ 0.001 per share, and 100,000,000 shares of convertible preferred stock, par value $ 0.001 per share. The restated certificate defines the voting rights, dividends, liquidation, rights and preferences of each class of stock. There are 900,000,000 shares of common stock authorized, 27,366,746 issued and outstanding at December 31, 2021, and 24,545,966 shares authorized, 3,813,450 shares issued and outstanding as of December 31, 2020. 100,000,000 shares of preferred stock authorized and none issued or outstanding at December 31, 2021 and 2020. Prior to the IPO, the Amendment authorized eight classes of preferred stock, Series A through F, the “Prior Preferred Stock” and Series G and H, the “Senior Preferred Stock”. All of the Company’s redeemable convertible preferred stock were classified as temporary equity on the accompanying December 31, 2020 consolidated balance sheets, as all such preferred stock is redeemable either at the option of the holder or upon an event outside the control of the Company (i.e., a change in control). The redeemable convertible preferred stock was redeemable per the Special Redemption (see Note 9 - Common Stock Warrant Liability) or upon certain change in control events (including liquidation, sale or transfer of control of the Company); however, the Special Redemption was not a certain event, and all change in control events are outside of the Company’s control. In the event of the Special Redemption, the holders were entitled to receive redemption proceeds as defined in the Warrant Agreement. In the event of liquidation, holders of the convertible preferred stock might have had the right to receive its liquidation preference under the terms of the Company’s Amendment. As a result of management’s determination that the Special Redemption was probable, but not certain, the Company began accreting to the expected redemption value of the redeemable convertible preferred stock in October 2017. In December 2020, management determined that the Special Redemption was no longer probable, at which point accretion to redemption value ceased. As of March 31, 2021 the Series W Warrant expired unexercised, and all redemption provisions of the Special Redemption lapsed. The following table summarizes information related to issuance of the Company’s preferred stock (in thousands, except number of shares and per share amounts): As of December 31, 2020 Par Value Date of Shares Shares Shares Liquidation Carrying Series A $ 0.001 Feb-2000 $ 40.81 355,921 355,903 $ 14,523 $ 13,535 Series B $ 0.001 May-2003 $ 9.07 1,741,452 1,741,399 15,795 39,715 Series C $ 0.001 Feb-2007 $ 12.92 1,168,344 1,168,311 15,086 28,136 Series D $ 0.001 Aug-2009 $ 18.08 663,808 663,728 12,000 18,503 Series E $ 0.001 Oct-2011 $ 20.66 353,339 353,327 7,300 10,350 Series F $ 0.001 May-2012 $ 25.83 507,744 499,159 12,891 18,305 Series G $ 0.001 Jun-2015 $ 12.40 5,832,685 5,788,878 71,759 135,682 Series H $ 0.001 Feb-2017 $ 12.40 5,949,499 3,805,567 47,174 89,074 16,572,792 14,376,272 $ 196,528 $ 353,300 (1) The shares authorized, issued and outstanding do not reflect any anti-dilution provisions of Series C, Series D, Series E and Series F as a result of the Series G financing. (2) The carrying value reflects the gross proceeds received from the sale of the preferred stock less issuance costs and the fair value at issuance of preferred stock warrants classified as a liability, plus accretion of redemption value. Preferred stock was convertible at the option of the holder into common stock on a one-for-one basis and was converted upon completion of the Company's IPO on July 29, 2021. Immediately prior to the completion of the IPO, 14,376,272 outstanding shares of the Company's convertible preferred stock were converted into an aggregate of 14,850,993 shares of common stock and 225,945 warrants to purchase Series H convertible preferred stock were exercised and converted into 225,945 shares of common stock. The following table shows the common stock equivalent of preferred stock which was converted as a result of the anti-dilution provisions enacted during the Series G financing. o Fully Diluted on Conversion (1) Converted Shares 12/31/2020 Series A 355,903 Series B 1,741,399 Series C 1,197,590 Series D 772,963 Series E 429,766 Series F 758,941 Series G 5,788,878 Series H 3,805,567 Total 14,851,007 (1) Excludes preferred stock warrants see Note 11 – Convertible Preferred Stock Warrants. Common stock reserved for future issuance consisted of the following: December 31, 2021 December 31, 2020 Conversion of preferred stock — 14,851,007 Preferred stock warrants — 225,945 Common stock warrant — 1 Stock options issued and outstanding under the 2006, 2015 and 2021 plans 5,754,005 4,201,935 Restricted stock units 640,479 — Employee stock purchase plan 484,027 — Total shares of common stock issued or reserved 6,878,511 19,278,888 |
Convertible Preferred Stock War
Convertible Preferred Stock Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Convertible Preferred Stock Warrants | Note 11 – Convertible Preferred Stock Warrants Series F, G and H convertible preferred stock warrants were recorded at fair value at issuance and were revalued as of each reporting date until exercised or expired. The fair value of Series F, G and H convertible preferred stock warrants was determined with the assistance of valuation specialists using a PWERM/OPM hybrid method. This method essentially utilizes a combination of market and income method approaches for each part of the calculation of enterprise value and combines them in a probabilistic manner. The valuation considered several future scenarios for the Company, each of which assumes a shareholder exit either through initial public offering, sale (“M&A”) or dissolution. Based upon the current initial public offering market, M&A values for private companies and the historical likelihood of dissolution or no exit, the Company concluded that the probabilities and time frames were reasonable. Implicit in the timing used in the application of the PWERM/OPM Hybrid Method is also the possibility of no exit. The model’s inputs included: (1) the assumed time until a liquidity event, (2) the risk-free interest rate over the period until the assumed liquidity event, (3) the assumed volatility in the value of the equity of the company (which corresponds to the model’s underlying asset volatility), (4) the enterprise value and preferred investment amount and (5) the key price points in the Company’s capital structure in terms of exit levels on the assumed liquidation date. A significant increase (decrease) in any of these inputs in isolation, particularly the estimated price of the Company’s preferred stock, would have resulted in a significantly higher (lower) fair value measurement. The following scenario probability-weighted assumptions were used to revalue the convertible preferred stock warrants to fair value: Year ended December 31, 2020 Range Weighted average Expected volatility 83.4 % to 97.4 % 94.6 % Risk adjusted discount factor 16 % to 31 % 25 % Expected life (in years) 0.4 to 2.0 years 1.1 years Expected dividend yield 0.0 % 0.0 % In February and March 2017, the Company issued 260,434 warrants to purchase shares of Series H convertible preferred stock with an exercise price of $ 12.40 . Series H warrants were initially issued with a five-year life; in November 2017, they were extended another five years to 2027. As of December 31, 2020, the Company had 225,945 Series H warrants outstanding. The fair value of Series H warrants was $ 16.95 per share as of December 31, 2020. Thus, outstanding Series H warrants had an estimated fair value of $ 3.8 million as of December 31, 2020. There were 225,945 exercises of Series H warrants which were converted into 100,261 shares of common stock during the year ended December 31, 2021. During the year ended December 31, 2020, 1,817 Series H warrants were exercised. As of December 31, 2020, the Series H warrants were classified as liabilities on the accompanying consolidated balance sheets and re-measured at fair value as of each balance sheet date. Changes in fair value were recognized as a component of other income (expense) in the accompanying Consolidated Statements of Operations and Comprehensive (Loss) Income. As of December 31, 2021, no Series H convertible preferred stock warrants are outstanding. |
Stock-Based Compensation Expens
Stock-Based Compensation Expense | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation Expense | Note 12 – Stock-based compensation expense The Company has three equity incentive compensation plans, the Calhoun Vision, Inc. 2015 Equity Incentive Plan, the Calhoun Vision, Inc. 2006 Stock Plan, and the 2021 Equity Incentive Plan (collectively the “Plans”). 2006 Stock Plan The Company’s 2006 Stock Plan (the “2006 Plan”) was originally adopted by the Company's Board of Directors and approved by the Company’s stockholders in 2006. The Company’s 2006 Plan was terminated in 2015 in connection with the adoption of the Company’s 2015 Plan and as a result no new awards may be issued under the 2006 Plan. However, the 2006 Plan will continue to govern the terms and conditions of the outstanding awards previously granted under the 2006 Plan. 2015 Equity Incentive Plan The Company’s 2015 Equity Incentive Plan (the “2015 Plan”) was originally adopted by the Company’s Board of Directors and approved by the Company’s stockholders in 2015. The 2015 Plan was most recently amended in March 2021. In July 2021, upon completion of the IPO, the 2015 Plan terminated immediately prior to effectiveness of the 2021 Equity Incentive Plan with respect to the grant of future awards. However, the 2015 Plan will continue to govern the terms and conditions of the outstanding awards previously granted under the 2015 Plan. 2021 Equity Incentive Plan On July 28, 2021, the Company’s 2021 Equity Incentive Plan (the “2021 Plan”), was adopted and approved by the Company’s Board of Directors and stockholders prior to the IPO and became effective. The 2021 Plan provides for the grant of incentive stock options to employees and any subsidiary corporations’ employees, and for the grant of nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, or (“RSUs”), and performance awards to employees, directors, and consultants and subsidiary corporations’ employees and consultants. The number of shares of the Company’s common stock available for issuance under the 2021 Plan is equal to 2,420,135 shares of common stock plus any shares subject to awards granted under the 2015 Plan and the 2006 Plan that, after the effectiveness of the 2021 Plan, expire or otherwise terminate without having been exercised in full, are tendered to or withheld by the Company for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by the Company due to failure to vest, with the maximum number of shares to be added to the 2021 Plan from the 2015 Plan and 2006 Plan is equal to 4,569,530 shares of common stock. The number of common shares reserved for issuance under the 2021 Plan will be increased automatically on the first day of each fiscal year beginning with the 2022 fiscal year and ending on the ten year anniversary of the date the Board of Directors approved the 2021 Plan, by a number equal to the least of: (i) 7,260,406 shares of our common stock; (ii) 4 % of the outstanding shares of our common stock on the last day of our immediately preceding fiscal year; or (iii) such lesser number of shares of our common stock as the administrator may determine. The 2021 Plan is administered by the Company’s Board of Directors. 2021 Employee Stock Purchase Plan On July 28, 2021, the Company’s Board of Directors and stockholders adopted and approved the Company’s 2021 Employee Stock Purchase Plan (“2021 ESPP”). The number of shares of the Company’s common stock available for issuance under the 2021 ESPP is equal to 484,027 shares of common stock. The 2021 ESPP provides eligible employees of the Company and its subsidiaries with the opportunity to purchase shares of the Company’s Common Stock at a purchase price equal to 85 % of the common stock’s fair market value on the first trading day or last trading day of each purchase period, whichever is lower. The 2021 ESPP generally provides for two six-month purchase periods every twelve months: May 1 through October 31 and November 1 through April 30. The initial purchase period began on November 1, 2021. The number of common shares reserved for issuance under the 2021 ESPP plan will be increased automatically on the first day of each fiscal year beginning with our 2022 fiscal year, by a number equal to the least of: (i) 1,452,081 shares; (ii) 1 % of the outstanding shares of our common stock on the last day of our immediately preceding fiscal year; or (iii) such other amount as the administrator may determine. The 2021 ESPP is administered by the Board of Directors. Stock-Based Compensation Expense The purpose of the 2021 Plan and 2021 ESPP is to provide a means by which eligible recipients of stock awards may be given an opportunity to benefit from increases in the value of the common stock in order to retain or procure the services of the employees, members of the Board and consultants and provide them with an incentive to promote the Company’s success and accomplish corporate goals. Stock option awards are generally granted with an exercise price of no less than 100% of estimated fair market value on the date of grant. Time based awards generally vest over four years as follows: one fourth of the total number of shares vest and become exercisable on the one-year anniversary; 1/48th of the total number of shares subject to the option vest and become exercisable on each monthly anniversary thereafter for the remaining three years. A summary of the stock option activities related to the Plans, as of and for the year ended December 31, 2021 and 2020 is presented below: Number of Options Weighted Weighted Weighted Avg Options outstanding as of December 31, 2019 3,473,757 $ 7.76 6.00 Granted 1,156,078 $ 15.09 $ 8.39 Exercised ( 249,566 ) $ 3.98 $ 2.08 Forfeited ( 168,831 ) $ 18.53 $ 8.96 Expired ( 9,503 ) $ 4.14 Options outstanding as of December 31, 2020 4,201,935 $ 9.57 6.46 Granted 2,057,113 $ 14.88 $ 8.53 Exercised ( 364,504 ) $ 4.26 $ 2.13 Forfeited ( 111,748 ) $ 15.67 $ 10.63 Expired ( 28,791 ) $ 16.06 Options outstanding as of December 31, 2021 5,754,005 $ 11.64 6.88 Exercisable as of December 31, 2021 3,316,356 $ 9.20 5.20 A summary of non-vested restricted stock unit activities for the year ended December 31, 2021 is as follows: Weighted Average Number of Grant Date Shares Fair Value Unvested at December 31, 2020 — — Granted 657,729 $ 15.46 Vested — — Forfeited ( 17,250 ) 15.38 Unvested at December 31, 2021 640,479 $ 15.46 As of December 31, 2021 and 2020 , the intrinsic value of options vested was $ 14.7 million and $ 26.2 million, respectively, and of all options outstanding was $ 14.7 million and $ 26.4 million, respectively. During the year ended December 31, 2021 and 2020 , the total cash received from the exercise of stock options was $ 1.6 million and $ 1.0 million, respectively. The total fair value less strike price of these options was $ 4.0 million and $ 2.8 million, respectively. Stock-based compensation expense was classified in the accompanying consolidated statements of operations and comprehensive income (loss) as follows (in thousands): Twelve Months Ended December 31, 2021 2020 Research and development $ 2,620 $ 2,200 Selling, general and administrative 4,061 1,344 Cost of sales 894 641 $ 7,575 $ 4,185 As of December 31, 2021 and 2020 , there were 2,437,649 and 1,177,165 unvested options, respectively. Total unrecognized expense related to unvested stock options was approximately $ 20.1 million and $ 9.8 million as of December 31, 2021 and 2020 , respectively. Amounts are expected to be recognized over a weighted average period of approximately 3.0 years and 2.9 years, respectively. As of December 31, 2021 , there was $ 8.8 million of total unrecognized compensation costs related to non-vested restricted stock units granted under the Plans. The unrecognized compensation cost is expected to be recognized over a weighted average period of 3.5 years. The following table presents the range and weighted-average assumptions, used in the Black-Scholes option pricing model to determine the fair value of stock options: Year ended December 31, 2021 2020 Range Weighted Average Range Weighted Average Expected volatility 61.6 % to 63.7 % 63.2 % 83.4 % to 97.4 % 94.6 % Risk-free interest rate 0.6 % to 1.7 % 1.0 % 16 % to 31 % 24.9 % Expected life (in years) 5.52 to 10.00 years 6.09 years 0.4 to 2.0 years 1.1 years Expected dividend yield 0.0 % 0.0 % 0.0 % 0.0 % Grant date fair value $ 12.08 to $ 19.94 $ 15.02 $ 0.81 $ 0.81 On July 30, 2021, the Board of Directors approved the issuance of 640,567 equity awards to the Company's named executive officers and certain non-employee directors, consisting of 17,577 restricted stock units and 622,990 stock option awards. The awards will vest over one to four years of service. On August 3, 2021, the Board of Directors approved the issuance of equity awards to certain non-employee directors, consisting of 40,134 restricted stock units. The awards will vest over one to three years of service. On January 3, 2022, the Board of Directors approved the issuance of 19,196 restricted stock units to a non-employee director. The award will vest over three years of service. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13 – Income Taxes The components of (loss) income before income taxes are as follows (in thousands): December 31, December 31, 2021 2020 U.S. (loss) income before taxes $ ( 48,694 ) $ 27,577 Foreign income before taxes 14 55 (Loss) income before income taxes $ ( 48,680 ) $ 27,632 Income tax expense for the years ended December 31, 2021 and 2020 consists of the following (in thousands): Year ended December 31, 2021 2020 Current: Federal $ — $ — State 7 46 Foreign 1 11 8 57 Deferred: Federal ( 9,950 ) ( 7,179 ) State ( 3,241 ) ( 2,642 ) Foreign — — ( 13,191 ) ( 9,821 ) Change in valuation allowance 13,191 9,821 Income tax expense $ 8 $ 57 The significant components that comprised the Company’s net deferred taxes are as follows (in thousands): Year ended December 31, Deferred tax assets: 2021 2020 Net operating loss $ 62,347 $ 52,127 Amortization 117 134 Stock-based compensation 2,829 2,297 Research and development credit 7,902 6,663 Right-of-use liability 1,290 1,585 Depreciation 536 298 Other 1,745 740 Gross deferred tax assets 76,766 63,844 Less: valuation allowance ( 75,546 ) ( 62,355 ) Total net deferred tax assets $ 1,220 $ 1,489 Deferred tax liabilities: Right-of-use asset ( 1,220 ) ( 1,489 ) Total deferred tax liabilities ( 1,220 ) ( 1,489 ) Net deferred tax assets $ - $ - A reconciliation of the provision for income taxes with the expected income tax computed by applying the federal statutory income tax rate to loss before provision for income taxes was calculated as follows (amounts in thousands): December 31, 2021 December 31, 2020 Rate Amount Rate Amount Income tax provision at the federal statutory tax rate 21.0 % $ ( 10,223 ) 21.0 % $ 5,793 State taxes, net of federal benefit 4.1 % ( 1,989 ) ( 5.3 )% ( 1,468 ) Research and development credits 2.6 % ( 1,241 ) ( 4.7 )% ( 1,306 ) Stock-based compensation ( 1.4 )% 677 0.4 % 122 Other non-deductible permanent items 2.6 % ( 1,252 ) ( 47.9 )% ( 13,204 ) Expired tax attributes ( 2.0 )% 960 1.5 % 426 Other 0.2 % ( 113 ) ( 0.5 )% ( 127 ) Change in valuation allowance ( 27.1 )% 13,189 35.6 % 9,821 Income tax expense 0.0 % 8 0.1 % $ 57 The tax effects of items that give rise to significant portions of deferred tax assets are primarily net operating loss carryforwards. The Company evaluates the recoverability of deferred tax assets and assesses all available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. Based on the weight of all the evidence, including a history of operating losses and the Company’s ability to generate future taxable income to realize these assets, a full valuation allowance has been recorded to offset the net deferred tax asset as realization of such asset is uncertain. The Company’s valuation allowance increased by $ 13.2 million and $ 9.8 million in 2021 and 2020, respectively. As of December 31, 2021 , the Company had federal net operating loss carryforwards of $ 270.4 million and state net operating loss carryforwards of $ 100.2 million which may be available to offset future taxable income for tax purposes. Of the $ 270.4 million in federal NOLs, $ 154.0 million will not expire and will be able to offset 80 % of taxable income in future years. Of the $ 100.2 million in state NOLs, $ 17.8 million will not expire and will be able to offset 80 % of taxable income in future years. The remaining federal NOL carryforwards will expire between 2022 and 2037, and the remaining state NOL carryforwards will expire between 2028 and 2041. In addition, the Company also had federal credit carry forwards of $ 7.3 million and state credit carry forwards of $ 7.2 million as of December 31, 2021, which may be available to offset future tax liabilities. The federal credits will expire between 2037 and 2041, and the state credits do not expire. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, permits NOL carryovers and carrybacks to offset 100 % of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs incurred in 2018, 2019 and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. Due to the Company’s history of net operating losses, the CARES Act is not expected to have a material impact on the Company’s consolidated financial statements. On December 27, 2020, the United States enacted the Consolidated Appropriations Act, 2021 (the “Appropriations Act”). Included in the tax provisions are a number of items directly related to COVID-19 relief such as a provision allowing recipients of Paycheck Protection Program (the “PPP”) loans to deduct associated costs and an extension and significant expansion of the employee retention credit originally enacted in the CARES Act. There was no material impact to the Company from the provisions of the Appropriations Act in 2021 and 2020. On June 29, 2020, the state of California enacted Assembly Bill No. 85 (AB 85) suspending California net operating loss utilization and imposing a cap on the amount of business incentive tax credits companies can utilize, effective for tax years 2020, 2021 and 2022. There was no material impact from the provisions of AB 85 in 2021 and 2020. Utilization of the net operating loss carryforwards may be subject to substantial annual limitation due to ownership change limitations that may have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), as well as similar state provisions. These ownership changes may limit the amount of net operating loss carryforwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an “ownership change,” as defined by Section 382 of the Code, results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders or public groups. Pursuant to Internal Revenue Code (“IRC”) Sections 382 and 383, annual use of the Company’s net operating loss and R&D credit carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a three-year period. The Company has not completed an IRC Sections 382 and 383 analysis regarding the limitation of net operating loss and R&D credit carryforwards as of December 31, 2021. The Company has not completed a formal R&D study but has estimated the federal and California credit for purposes of the tax footnote as of December 31, 2021. However, the Company has not reflected a benefit in the consolidated financial statements due to the recorded valuation allowance. The following changes occurred in the amount of unrecognized tax benefits (in thousands): Year ended December 31, 2021 2020 Beginning balance of unrecognized tax benefits $ 2,554 $ 2,056 Additions for current year tax positions 459 486 Reductions for prior year tax positions — 12 Ending balance $ 3,013 $ 2,554 None of the unrecognized tax benefits, if recognized, would impact the annual effective rate, due to the valuation allowance. The Company’s unrecognized tax benefits are recorded as a reduction in deferred tax assets. The Company does not expect any significant increases or decreases to the Company’s unrecognized tax benefits within the next 12 months. Due to the existence of the valuation allowance, future changes in the Company's unrecognized tax benefits will not impact the Company's effective tax rate. The Company has not incurred any material interest or penalties as of the current reporting date with respect to income tax matters. The Company is subject to U.S. federal and various states' income taxes. The federal returns for tax years 2018 through 2021 remain open to examination and the state returns remain subject to examination for tax years 2017 through 2021. Carryforward attributes that were generated in years where the statute of limitations is closed may still be adjusted upon examination by the Internal Revenue Service or other respective tax authorities. All other state jurisdictions remain open to examination. There are no cumulative earnings in our foreign subsidiaries as of December 31, 2021 and 2020 that would be subject to U.S. income tax or foreign withholding tax. The Company plans to indefinitely reinvest any future earnings of its foreign subsidiaries. |
Notes Receivable for Redeemable
Notes Receivable for Redeemable Common Stock | 12 Months Ended |
Dec. 31, 2021 | |
Notes Receivable Disclosure [Abstract] | |
Notes Receivable for Redeemable Common Stock | Note 14 – Notes Receivable for Redeemable Common Stock During 2016 and 2017, the Company entered into or renewed full recourse promissory notes with former or current Board Members and certain other parties with an aggregate principal of $ 693,000 , which included unpaid principal and accrued interest thereon. The notes bore interest at 7 %, compounded annually. The initial maturity of the notes was amended to extend the maturity dates into 2021 and 2022 in exchange for payments totaling $ 105,000 . Common stock was originally issued as consideration for the promissory notes and was held as collateral. As of December 31, 2021 and 2020 , accrued interest was $ 0 and $ 110,000 , respectively. On July 29, 2021, the Company completed its IPO and immediately prior to the completion of the IPO, 11,011 outstanding shares of the Company's common stock were surrendered to satisfy the promissory note and accrued interest. The promissory notes and outstanding interest thereon were reported as a component of temporary equity in the accompanying consolidated balance sheets and statements of redeemable common stock, stock options, preferred stock and stockholders’ deficit as of December 31, 2020 . |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Lessee | Note 15 – Leases The Company has operating and finance leases for facilities and certain equipment. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets. Lease expense for operating leases is recognized on a straight-line basis over the lease term. The Company does not combine lease and non-lease components in the recognition of lease expense. The Company’s leases have remaining non-cancelable lease terms of approximately 1 year to 4 years, some of which include options to extend the leases for up to 10 years. The exercise of lease renewal options is at the Company’s sole discretion. The Company recognizes rent expense for minimum lease payments on a straight-line basis over the expected lease term, including rent holidays, rent escalation clause and/or cancelable option periods where failure to exercise such options would result in an economic penalty. As of December 31, 2021 and 2020 , the Company held three leases for office, manufacturing and warehouse facilities in Aliso Viejo, California. The three leases are for 19,680 , 42,106 and 48,036 square feet and expire on June 30, 2023 , September 30, 2024 and January 31, 2026 , respectively. For one of the facilities operating leases, the lessor provided $ 900,000 in tenant allowances. The following table presents the lease balances within the consolidated balance sheets (in thousands): December 31, December 31, Leases Classification 2021 2020 Assets Operating Operating leases right-of-use assets 4,284 $ 5,319 Finance Property and equipment, net 33 58 Total lease assets 4,317 5,377 Liabilities Current Operating Lease liabilities 1,509 1,247 Finance Lease liabilities 20 27 Noncurrent Operating Long-term lease liabilities 3,625 5,042 Finance Long-term lease liabilities 17 37 Total lease liabilities $ 5,171 $ 6,353 As the implicit rates in the Company’s leases were not readily available, the incremental borrowing rate was determined based upon information available at the lease commencement date in determining the present value of future lease payments. For the years ended December 31, 2021 and 2020, the components of operating and finance lease expenses were as follows (in thousands): Year Ended December 31, Lease Cost Classification 2021 2020 Operating lease cost Cost of sales $ 14 $ 13 Research and development 297 180 Selling, general and administrative 1,608 1,544 Finance lease cost Research and development — 115 Selling, general and administrative 25 44 Finance lease cost Interest expense 5 14 Maturities of the Company’s operating and finance lease liabilities as of December 31, 2021, were as follows (in thousands): Operating Finance Year Ended December 31, Leases Leases 2022 1,976 23 2023 1,683 18 2024 1,456 — 2025 951 — 2026 79 — Total lease payments 6,145 41 Less: imputed interest 1,011 4 Total lease liabilities $ 5,134 $ 37 The weighted average remaining lease term and weighted average discount rate used to determine lease liabilities related to the Company’s operating and finance leases as of December 31, 2021 and 2020 were: December 31, December 31, Lease Term and Discount Rate 2021 2020 Weighted average remaining lease term (years) Operating leases 3.30 4.21 Finance leases 1.72 2.42 Weighted average discount rate Operating leases 10.5 % 10.5 % Finance leases 10.5 % 10.5 % |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 16 – Commitments and Contingencies Letter of credit The Company has a standby letter of credit, expiring September 30, 2024, issued by a financial institution as required security for one operating lease. The aggregate amount of the letter of credit was $ 310,000 and $ 360,000 as of December 31, 2021 and 2020, respectively. Legal matters From time-to-time, the Company may be involved in certain legal proceedings or regulatory matters arising in the ordinary course of business, including without limitation, actions with respect to intellectual property, employment, regulatory, product liability and contractual matters. In connection with these proceedings or matters, the Company regularly assesses the probability and amount (or range) of possible issues based on the developments in these proceedings or matters. A liability is recorded in the consolidated financial statements if it is determined that it is probable that a loss has been incurred, and that the amount (or range) of the loss can be reasonably estimated. Because of the uncertainties related to any pending proceedings or matters, the Company is currently unable to predict their ultimate outcome and, with respect to any legal proceeding or regulatory matter where no liability has been accrued, to make a reasonable estimate of the possible loss (or range of loss) that could result from an adverse outcome. At December 31, 2021 and 2020 , there were no legal proceedings, regulatory matters, or other disputes or claims for which a material loss was considered probable or for which the amount (or range) of loss was reasonably estimable. However, regardless of the outcome, legal proceedings, regulatory matters, and other disputes and claims can have an adverse impact on the Company because of legal costs, diversion of management time and resources, and other factors. |
Employee benefit plan
Employee benefit plan | 12 Months Ended |
Dec. 31, 2021 | |
Defined Benefit Plans And Other Postretirement Benefit Plans Disclosures [Abstract] | |
Employee Benefit Plans | Note 17 – Employee benefit plan 401(k) retirement savings plan The Company maintains a defined contribution 401(k) retirement savings plan for the benefit of its employees, including its named executive officers, who satisfy certain eligibility requirements. Under the 401(k) plan, eligible employees may elect to defer a portion of their compensation, within the limits prescribed by the Code, on a pre-tax or after-tax (Roth) basis, through contributions to the 401(k) plan. The 401(k) plan is intended to qualify under Sections 401(a) and 501(a) of the Code. As a tax-qualified retirement plan, pre-tax contributions to the 401(k) plan and earnings on those pre-tax contributions are not taxable to the employees until distributed from the 401(k) plan, and earnings on Roth contributions are not taxable when distributed from the 401(k) plan. In July 2021, the Company began making matching contributions of up to 2 % of eligible compensation, as contributed by eligible participating employees. Employer matching contributions vest 25 % per year over four years. The Company contributed $ 228,000 , net of forfeitures, to the 401(k) plan for the year ended December 31, 2021. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 18 – Subsequent events On March 7, 2022, the Company (Lessee) entered into a twenty-eight-month lease agreement with BML Management, LLC (Lessor) for 125 Columbia, Suite B in Aliso Viejo, CA. The lease commencement date is May 1, 2022 and will expire on August 31, 2024 . The base rent payable is $ 15,738 per month. |
Summary of Accounting Policies
Summary of Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business RxSight®, Inc. (the “Company”) is a Delaware corporation headquartered in Aliso Viejo, California with two wholly owned subsidiaries. One subsidiary is located in Amsterdam, Netherlands, with registered branches in the United Kingdom and Ireland. The Ireland registered branch was closed in 2020. The Netherlands entity also has a wholly owned subsidiary in Germany. A second subsidiary located in Tijuana, Mexico was also closed in 2020. The Company is engaged in the research and development, manufacture and sale of light adjustable intraocular lenses used in cataract surgery along with capital equipment used with the lenses. The Company’s products, which include the light adjustable lens (“LAL”®) and a specially designed machine for delivering light to the eye, the Light Delivery Device (“LDD”), are approved by the United States (“U.S.”) Food and Drug Administration (“FDA”) for sale in the U.S. and have regulatory approval in the U.S and Europe. The Company began marketing its products in the U.S. during the second quarter of 2019 and in Europe during the third quarter of 2019. The LAL is a premium intraocular lens (“IOL”) which is partially reimbursable under Medicare. The Company competes with other IOLs in the premium market in the U.S. and Europe. |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of RxSight, Inc. and its wholly-owned subsidiaries, RxSight, B.V., located in the Netherlands, and RxSight GmbH, located in Germany. The Company translates the financial statements of its foreign subsidiaries using end-of-period exchange rates for assets and liabilities and average exchange rates during each reporting period for results of operations. All significant inter-company balances and transactions have been eliminated in consolidation. |
Initial Public Offering And Reverse Stock Split | Initial Public Offering ( “ IPO ” ) and Reverse Stock Split On July 22, 2021, the Company’s Board of Directors approved an amendment to the Company’s certificate of incorporation to effect a reverse split of shares of the Company’s common stock, excluding Series G and Series W common stock, and convertible preferred stock on a 1-for-10.33 basis (the “Reverse Stock Split”). The par values of the common stock and convertible preferred stock were not adjusted as a result of the Reverse Stock Split. The Reverse Stock Split was effected on July 23, 2021. Accordingly, all common stock, excluding Series G and Series W common stock, options to purchase common stock, convertible preferred stock, share data, per share data and related information contained in the accompanying condensed consolidated financial statements and notes have been retrospectively adjusted to reflect the effect of the Reverse Stock Split for all periods presented. Outstanding stock options were proportionately reduced and the respective exercise prices, if applicable, were proportionately increased. The Reverse Stock Split resulted in an adjustment to the convertible preferred stock conversion prices to reflect a proportional decrease in the number of shares of common stock to be issued upon conversion. On July 29, 2021 , the Company completed the IPO through an underwritten sale of 7,350,000 shares of its common stock at a price of $ 16.00 per share. The aggregate net proceeds from the offering, inclusive of an additional 898,549 common shares sold upon the partial exercise of the underwriters’ over-allotment option, after deducting underwriting discounts and commissions of $ 9.2 million and other offering costs of $ 3.2 million, were approximately $ 120.0 million. On July 29, 2021, the Company restated its certificate of incorporation and bylaws which provide for, among other things, the Company’s authorized capital stock to consist of 900,000,000 shares of common stock, par value $ 0.001 per share, and 100,000,000 shares of convertible preferred stock, par value $ 0.001 per share. The restated certificate defines the voting rights, dividends, liquidation, rights and preferences of each class of stock. Immediately prior to the completion of the IPO, 14,376,272 outstanding shares of the Company's convertible preferred stock were converted into an aggregate of 14,725,309 shares of common stock and 225,945 warrants to purchase Series H convertible preferred stock were exercised and converted into 100,261 shares of common stock. |
Liquidity and Financial Position | Liquidity and Financial Position As of December 31, 2021, the Company has cash, cash equivalents and short-term investments of $ 159.3 million. The Company began generating revenue from its principal operations in June 2019. The Company has a limited operating history, and the revenue and income potential of the Company’s business and market are unproven. The Company has experienced recurring net losses and negative cash flows from operating activities since its inception. For the years ended December 31, 2021 and 2020, the Company incurred losses from operations of $ 52.8 million and $ 35.4 million, respectively. Due to the Company’s continuing research and development activities and investment in sales and marketing activities to increase product market acceptance, the Company expects to continue to incur net operating losses into the foreseeable future. Successful transition to attaining profitable operations is dependent upon gaining market acceptance of the Company’s products and achieving a level of revenues adequate to support the Company’s cost structure. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company believes that existing capital resources, including the net proceeds from the IPO in July 2021, will be sufficient to meet projected operating requirements for at least 12 months from the date of issuance of the accompanying consolidated financial statements, though the Company expects to continue to incur operating losses and negative cash flows. The Company plans to continue to fund its losses from operations using its cash, cash equivalents and short-term investments as of December 31, 2021 and meet its future capital funding needs through equity or debt financings, other third-party funding, collaborations, strategic alliances and licensing arrangements or a combination of these. If the Company raises additional funds by issuing equity securities, its stockholders may experience dilution. Any future debt financing into which the Company enters may impose additional covenants that restrict operations, including limitations on its ability to incur liens or additional debt, pay dividends, repurchase common stock, make certain investments or engage in certain merger, consolidation or asset sale transactions. Any debt financing or additional equity raise may contain terms that are not favorable to the Company or its stockholders. If the Company is required to enter into collaborations and other arrangements to address its liquidity needs, it may have to give up certain rights that limit its ability to develop and commercialize product candidates or may have other terms that are not favorable to the Company or its stockholders, which could materially and adversely affect its business and financial prospects. There can be no assurance that the Company will be able to obtain additional financing on acceptable terms, or at all. If the Company is not able to secure adequate additional funding, the Company may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible and/or suspend or curtail planned programs. Any of these actions could materially harm the Company’s business, results of operations and future prospects. |
COVID-19 | COVID-19 The Company has been actively monitoring the novel coronavirus, or COVID-19, situation and its impact. In response to the pandemic, numerous state and local jurisdictions imposed “shelter-in-place” orders, quarantines and other restrictions. Starting in March 2020 in the United States, governmental authorities recommended, and in certain cases required, that elective, specialty and other procedures and appointments be suspended or canceled. Similarly, in March 2020, the governor of California, where the Company’s headquarters is located, issued “stay at home” orders limiting non-essential activities, travel and business operations. Such orders and restrictions resulted in reduced operations at the Company’s headquarters, slowdowns and delays, travel restrictions and cancellation of events. These orders and restrictions significantly decreased the number of procedures performed using the Company’s products starting in March of 2020 and continuing through 2021. In response to the impact of COVID-19, the Company implemented a variety of measures to help manage through the impact and position it to resume operations quickly and efficiently once these restrictions were lifted. These measures included: remote work as needed, suspension of non-essential travel, restrictions on in-person work-related meetings, the wearing of personal protective equipment, social distancing, increased facility cleaning and air purification in all of the Company’s buildings and daily health monitoring of all Company employees to prevent or contain COVID-19 exposure. In addition, the Company took steps to preserve liquidity, reduce expenses and monitor operations to mitigate the impact on its current and future financial condition. The impact of COVID-19 continues to evolve and its impact on the Company’s business will depend on several factors that are highly uncertain and unpredictable, including, the efficacy and adoption of vaccines, future resurgences of the virus and its variants, the speed at which government restrictions are lifted, patient capacity at hospitals and healthcare systems, the duration and severity of healthcare worker shortages, and the willingness and ability of patients to seek care and treatment due to safety concerns or financial hardship. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make informed estimates, judgments and assumptions that affect the reported amounts in the consolidated financial Significant accounting policies There have been no significant changes to the accounting policies during the year ended December 31, 2021 as compared to the significant accounting policies described in Note 2 of the “Notes to Consolidated Financial Statements” in the Company’s audited consolidated financial statements included in the Company's prospectus filed with the Securities and Exchange Commission in accordance with Rule 424(b) of the Securities Act on July 29, 2021 in connection with our IPO. |
Cash and Cash Equivalents | Cash Equivalents Cash equivalents consist of investments in money market accounts. The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase that can be liquidated without prior notice or penalty to be cash equivalents. |
Short-Term Investments | Short-term Investments Short-term investments are classified based on the maturity date of the related securities. Based on the nature of the assets, the Company’s short-term investments, which are government securities, are classified as available-for-sale and are recorded at their estimated fair value as determined by prices for identical or similar securities at the balance sheet date. The Company’s short-term investments consist of Level 1 and Level 2 financial instruments in the fair value hierarchy. Unrealized gains and losses are recorded as a component of other comprehensive loss within stockholders’ equity (deficit) on the consolidated balance sheets. Realized gains and losses are included as other income (expense) in the accompanying Consolidated Statements of Operations and Comprehensive (Loss) Income. The cost basis for realized gains and losses on available-for-sale securities is determined on a specific identification basis. Management determines the appropriate classification of its investments at the time of purchase and reevaluates such determination at each balance sheet date. The Company periodically reviews its investments for unrealized losses other than credit losses and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. In determining whether the carrying value is recoverable, management considers the following factors: • whether the investment has been in a continuous realized loss position for over 12 months; • the duration to maturity of investments; • intention and ability to hold the investment to maturity and if it is not more likely than not that the investment will be required to sell the investment before recovery of the amortized cost bases; • the credit rating, financial condition and near-term prospects of the issuer and • the type of investments made. The Company had $ 9,000 and $ 2,000 of unrealized losses related to short-term investments as of December 31, 2021 and 2020 , respectively. The Company’s short-term investments consist of Level 2 financial instruments in the fair value hierarchy. |
Restricted Cash | Restricted Cash Restricted cash consists of cash held as collateral for a letter of credit as security for future facility lease payments and corporate credit cards at the Company’s bank. Restricted cash increased $ 350,000 during the year ended December 31, 2021 to $ 811,000 as required for these operating activities. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets to the amount reported in the Consolidated Statement of Cash Flows for the years ended December 31, 2021 and 2020 (in thousands). Year ended December 31, 2021 2020 Cash and cash equivalents $ 24,361 $ 13,994 Restricted cash 811 461 Cash, cash equivalents and restricted cash in the consolidated statements of cash flows $ 25,172 $ 14,455 |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments which potentially subject the Company to concentration of credit risk consist primarily of cash, cash equivalents, short-term investments and accounts receivable. The Company’s policy is to invest cash in institutional money market funds and marketable securities of the U.S. government to limit the amount of credit exposure. The Company currently maintains a portfolio of cash equivalents and short-term investments in money market funds and U.S. treasury bills. Additionally, the Company has established guidelines regarding diversification of its investments and their maturities, which are designed to maintain principal and maximize liquidity. The Company has not experienced material losses on cash equivalents and short-term investments. The Company’s products require approval from the FDA and foreign regulatory agencies before commercial sales can commence. There can be no assurance that the Company’s products will receive any of these required approvals. The denial or delay of such approvals may have a material adverse impact on the Company’s business and may impact business in the future. In addition, after approval by the FDA, there is still an ongoing risk of adverse events that did not appear during the device approval process. The Company is subject to risks common to companies in the medical device industry, including, but not limited to, new technological innovations, clinical development risk, establishment of appropriate commercial partnerships, protection of proprietary technology, compliance with government and environmental regulations, uncertainty of market acceptance of our products, product liability and the need to obtain additional financing. The Company is subject to the risks related to the global pandemic associated with COVID-19, including local, state, federal and other world-wide mandates imposed to reduce the spread of the virus which could interrupt or reduce the number of cataract surgeries, limit access to ambulatory surgery centers, doctors’ offices and manufacturing facilities, and the expansion of global lead times, particularly in Europe and Asia, leading to a supply interruption from our suppliers. In addition, the Company is currently experiencing inflation and longer lead times and limited availability in its supply chain for certain components and has continued exposure to price and supply risk related to anticipated purchases of certain commodities, materials and products used in its business. |
Accounts Receivable | Accounts Receivable Accounts receivable pertain to contracts with customers who are granted credit by the Company in the ordinary course of business and are presented net of allowances for credit losses. Accounts receivable are generally due 30 days after invoicing. The Company maintains an allowance for credit losses resulting from the inability of its customers, including ambulatory surgery centers, to make required payments. The allowance for credit losses is calculated quarterly and is developed using an aging of receivables where receivables are segregated into various categories based upon due date, and a historical loss percentage is applied to each category that is adjusted for current receivable composition, counterparty and specific risk and prevailing economic condition and supportable forecasted economic conditions. Once a receivable is deemed uncollectible after collection efforts have been exhausted, it is written off against the allowance for credit losses. The Company closely monitors the credit quality of its customers and has yet to experience a write-off of a receivable or uncollected receivable. The Company does not generally require collateral or other security on receivables. The Company has a diverse customer base and as of December 31, 2021 , the Company did not have any customer who individually accounted for greater than 10 % of accounts receivable. As of December 31, 2020 , the Company had one customer who individually accounted for 35 % of accounts receivable. After evaluation of the collectability of accounts receivable, the Company did no t record any significant allowance for credit losses as of December 31, 2021 and 2020. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The Company’s financial instruments consist principally of cash, cash equivalents, short-term investments, accounts receivable, accounts payable, operating lease liabilities, warrant liabilities and a term loan. Fair value is measured as the price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques that are consistent with the market, income or cost approach are used to measure fair value. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three levels: Level 1—Observable inputs such as unadjusted quoted prices in active markets that are accessible at the measurement date for identical unrestricted assets or liabilities. Level 2—Inputs (other than quoted prices included in Level 1) that are either directly or indirectly observable for the asset or liability, for substantially the full term of the asset or liability, through correlation with market data. These include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and inputs to valuation models or other pricing methodologies that do not require significant judgment because the inputs used in the model, such as interest rates and volatility, can be corroborated by readily observable market data. Level 3—One or more significant inputs that are unobservable and supported by little or no market activity and reflect the use of significant management judgment and assumptions. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques and significant management judgment or estimation. These include the Black-Scholes option-pricing model which uses inputs such as expected volatility, risk-free interest rate and expected term to determine fair market valuation. Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification at each reporting date. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain assets or liabilities within the fair value hierarchy. The Company did not have any transfers of assets and liabilities between the levels of the fair value measurement hierarchy during the years presented. Cash, cash equivalents, accounts receivable and accounts payable are carried at their estimated fair value because of the short-term nature of these assets and liabilities. The Company’s short-term investments in government securities are carried at fair value, determined based on publicly available quoted market prices for identical securities at the measurement date. The Company believes the fair values of its operating lease liabilities and term loan at December 31, 2021 and 2020 approximated their carrying values, based on the borrowing rates that were available for loans with similar terms as of that date. Inventories Inventories consist of raw materials, work-in-process and finished goods. Raw materials are comprised of chemicals and parts used in the production of the Company's lenses, cartridges, and LDDs. Finished goods are comprised of lenses, cartridges, accessories and LDDs. Inventories are valued at the lower of cost or net realizable value. Cost is computed using standard cost, which approximates actual cost on a first-in, first-out basis. The carrying value of inventories is reviewed for potential impairment whenever indicators suggest that the cost of inventories exceeds the carrying value and management adjusts the inventories to its net realizable value. The cost of finished goods and work-in-process is comprised of raw materials, direct labor, other direct costs and related production overhead to the extent that these costs do not exceed the net realizable value of the goods produced. The Company periodically reviews inventories for potential impairment, estimated losses from obsolescence, material expirations or unmarketable inventories or excess inventories and writes down the cost of inventories to net realizable value at the time such determinations are made. Net realizable value is determined using the estimated selling price, in the ordinary course of business, less estimated costs to complete and dispose. |
Inventories | Inventories Inventories consist of raw materials, work-in-process and finished goods. Raw materials are comprised of chemicals and parts used in the production of the Company's lenses, cartridges, and LDDs. Finished goods are comprised of lenses, cartridges, accessories and LDDs. Inventories are valued at the lower of cost or net realizable value. Cost is computed using standard cost, which approximates actual cost on a first-in, first-out basis. The carrying value of inventories is reviewed for potential impairment whenever indicators suggest that the cost of inventories exceeds the carrying value and management adjusts the inventories to its net realizable value. The cost of finished goods and work-in-process is comprised of raw materials, direct labor, other direct costs and related production overhead to the extent that these costs do not exceed the net realizable value of the goods produced. The Company periodically reviews inventories for potential impairment, estimated losses from obsolescence, material expirations or unmarketable inventories or excess inventories and writes down the cost of inventories to net realizable value at the time such determinations are made. Net realizable value is determined using the estimated selling price, in the ordinary course of business, less estimated costs to complete and dispose. |
Long-Lived Assets | Long-Lived Assets Property and equipment and leasehold improvements are recorded at cost, net of accumulated depreciation and amortization. Property and equipment are depreciated over the estimated useful lives of the related assets, generally three to five years , using a straight-line method. Leasehold improvements are amortized on the straight-line method over the shorter of the lease term or their estimated economic lives. Repairs and maintenance costs are charged directly to operations as incurred, while renewals and betterments are capitalized. All long-lived assets are reviewed for impairment whenever circumstances such as events or changes in the business indicate that an asset or asset group’s carrying value may not be recoverable based on undiscounted future operating cash flows to be derived from their use. Factors that are considered important that could trigger an impairment review include a current period operating or cash flow loss or a history of operating or cash flow losses and a projection or forecast that demonstrates continuing losses or insufficient income associated with the use of a long-lived asset or asset group. Other factors include a significant change in the manner of the use of the asset or a significant negative industry or economic trend. This evaluation is performed based on estimated undiscounted future cash flows from operating activities compared with the carrying value of the related assets. If the undiscounted future cash flows are less than the carrying value, an impairment loss is recognized, measured by the difference between the carrying value and the estimated fair value of the assets. Fair value is determined primarily using the discounted cash flows expected to be generated from the use of assets. Significant management judgment is required in the forecast of future operating results that are used in the preparation of expected cash flows. |
Leases | Leases Lease right-of-use assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized when the Company takes possession of the leased property (the “Commencement Date”) based on the present value of lease payments over the lease term. The Company estimates the incremental borrowing rate based upon the cost of its own debt financing, current market interest rates and quoted offerings or the rate implicit in the lease. Operating lease right-of-use assets also include any lease payments made at or before lease commencement and exclude any lease incentives received. The lease terms used to calculate the right-of-use asset and related lease liability include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Rent expense on noncancelable leases containing known future scheduled rent increases is recorded on a straight-line basis over the term of the respective leases beginning on the Commencement Date. The difference between rent expense and rent paid is accounted for as a component of operating lease right-of-use assets on the accompanying consolidated balance sheets. Landlord improvement allowances and other such lease incentives are recorded as property and equipment and as reduction of the right-of-use leased assets and are amortized on a straight-line basis as a reduction to operating lease costs. Leases with an initial term of 12 months or less are expensed as incurred and are not recorded as right-of-use assets on the consolidated balance sheets. |
Warrants to Purchase Stock | Warrants to Purchase Stock The Company recognizes the freestanding warrants to purchase shares of convertible preferred stock as liabilities at fair value as these warrant instruments are embedded in contracts that may be cash settled. The convertible preferred stock warrants were issued for no cash consideration as detachable freestanding instruments but can be converted to convertible preferred stock at the holder’s option based on the exercise price of the warrant. However, the deemed liquidation provisions of the convertible preferred stock are considered contingent redemption provisions that are not solely within the control of the Company. Therefore, the convertible preferred stock is classified in temporary equity on the accompanying condensed consolidated balance sheets, and the warrants to purchase the convertible preferred stock are classified as liabilities. The Company recognized a freestanding warrant to purchase a share of Series W common stock as a liability at fair value because this instrument was not indexed to the Company’s own stock as the settlement calculation incorporated variables other than those used to determine the fair value of a fixed-for-fixed forward or option on equity shares. The common stock warrant was issued for cash consideration as a freestanding instrument and could be converted to one share of common stock, Series W, at the holder’s option based on the exercise price of the warrant and prior to the expiration date of March 31, 2021. The warrants were recorded on the accompanying consolidated balance sheets at their fair value on the date of issuance and were subject to re-measurement to fair value at each balance sheet date. Changes in fair value were recognized as a component of other income (expense) in the accompanying Consolidated Statements of Operations and Comprehensive (Loss) Income. Upon issuance of the Series W common stock warrant, the Company engaged valuation specialists to assist with determining its fair value using a Monte Carlo simulation approach. In addition, the Company engaged the valuation specialists to derive an estimated fair value of the preferred stock warrants using a probability weighted expected return model/option pricing model (“PWERM/OPM”) hybrid valuation model. Pursuant to the terms of the preferred stock warrants, upon the conversion of the class of preferred stock underlying the warrant, the warrants automatically become exercisable for shares of the Company’s common stock based upon the conversion ratio of the underlying class of preferred stock. The exercise of either the common stock warrant or consummation of a qualified initial public offering would result in the automatic conversion of all classes of the Company’s preferred stock into common stock. Upon such conversion of the underlying classes of preferred stock, the warrants would be classified as a component of equity and would no longer be subject to remeasurement. Accordingly, the Company continued to adjust the warrant liabilities for changes in fair value through the date of the conversion of the underlying convertible preferred stock into common stock which occurred upon the completion of the IPO in July 2021. |
Deferred Offering Costs | Deferred Offering Costs The Company capitalized deferred offering costs consisting of all direct and incremental legal, professional, accounting and other third-party fees incurred in connection with the IPO. As of December 31, 2021 , total deferred offering costs of $ 3.2 million were offset against IPO proceeds and reclassified to additional paid-in capital in the accompanying consolidated balance sheets. |
Net Income (Loss) per Share | (Loss) Income per Share The Company computes basic net (loss) income per share for common stock using the two-class method required for companies with participating securities based upon the weighted-average number of common shares outstanding during the period. Diluted net (loss) income per share assumes the conversion, exercise or issuance of all potential common stock equivalents, unless the effect of inclusion would be anti-dilutive. For purposes of this calculation, common stock equivalents include the Company’s stock options, warrants and the shares issuable upon the conversion of preferred stock. Prior to the lapse of redemption features, for redeemable stock options and redeemable preferred stock, the calculation of diluted (loss) income per share includes an adjustment for the additional share of undistributed earnings and accretion to redemption value for the period that the common stockholders are entitled to if exercise is assumed. For warrants that are recorded as a liability in the accompanying consolidated balance sheets, the calculation of diluted (loss) income per share requires that, to the extent the average market price of the underlying shares for the reporting period exceeded the exercise price of the warrants and the presumed exercise of the warrants was dilutive to (loss) income per share for the period, an adjustment was made to net (loss) income used in the calculation to remove the change in fair value of the warrants from the numerator for the period. Likewise, an adjustment to the denominator was required to reflect the related dilutive shares, if any, under the treasury stock method. The following tables show the computation of basic and diluted net (loss) income per share for 2021 and 2020 (in thousands, except number of shares): Year Ended December 31, 2021 2020 Common Stock Numerator: Net (loss) income available to stockholders, $ ( 48,688 ) $ 3,366 Effect of dilutive securities: Redeemable stock options — ( 2,511 ) Net (loss) income available to stockholders, $ ( 48,688 ) $ 855 Denominator: Weighted-average shares outstanding, 13,625,044 3,707,207 Effect of dilutive securities: Redeemable stock options — 1,825,098 Weighted-average shares, diluted 13,625,044 5,532,305 Net (loss) income per share: Attributable to common stock, basic $ ( 3.57 ) $ 0.91 Attributable to common stock, diluted $ ( 3.57 ) $ 0.15 Series G Common Stock Numerator: Net loss available to stockholder, $ — $ ( 0.39 ) Effect of dilutive securities: Redeemable preferred stock and warrants $ — $ ( 0.23 ) Net loss available to stockholder, $ — $ ( 0.62 ) Denominator: Weighted-average shares outstanding, — 1 Basic net loss per share $ — $ ( 0.39 ) Diluted net loss per share $ — $ ( 0.62 ) The following weighted average outstanding potentially dilutive securities were excluded from the calculation of diluted net income (loss) per share attributable to common stockholders because their impact under the “treasury stock method” and “if-converted method” was anti-dilutive for the periods presented: Year Ended December 31, 2021 2020 Redeemable preferred stock and warrants — 14,883,489 Stock options issued and outstanding under the 2006 Stock Plan, 2015 Equity Incentive Plan and 2021 Equity Incentive Plan 2,144,860 1,444,611 Restricted stock units 223,716 — Stock issuable in offering period under the Employee Stock Purchase Plan 8,248 — |
Revenue Recognition | Revenue Recognition The Company’s revenue is generated from the sale of light adjustable intraocular lenses (“LAL”) used in cataract surgery along with a specifically designed machine for delivering light to the eye, the Light Delivery Device (“LDD”), to adjust the lens post-surgery, as needed. Revenue is recognized from sales of products in the U.S. and Europe. Customers are primarily comprised of ambulatory surgery centers, hospitals, and physician private practices. The Company recognizes revenues when promised goods or services are transferred to customers at a transaction price that reflects the consideration to which the Company expects to be entitled in exchange for those goods and services. Specifically, the Company applies the following five steps to recognize revenue: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when, or as, the Company satisfies a performance obligation. The Company applies the five-step model to contracts when it is probable that it will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer. At contract inception, the Company assesses the goods promised within each customer contract to determine the individual deliverables in its product offerings as separate performance obligations and assesses whether each promised good or service is distinct. The transaction price is determined based on the consideration expected to be received, based either on the stated value in contractual arrangements or the estimated cash to be collected in non-contracted arrangements. The Company recognizes revenue as the amount of the transaction price that is allocated to the respective performance obligation when, or as, the performance obligation is satisfied, considering whether or not this occurs at a point in time or over time. The Company elected to account for shipping costs as fulfillment costs rather than a promised service and excludes from revenue any taxes collected from customers that are remitted to government authorities. The Company’s LDD contracts contain multiple performance obligations bundled for one transaction price, with all obligations generally satisfied within one year. For these bundled arrangements the Company accounts for individual products and services as separate performance obligations if they are distinct; that is, if a product or service is separately identifiable from other items in the bundled package, and if a customer can benefit from it on its own or with other resources that are readily available to the customer. The Company’s LDD contracts include a combination of the following performance obligations: (1) LDD capital asset and related components, (2) training and (3) device service (initial year). Each of these three performance obligations are considered distinct. The LDD capital asset is distinct because the customer can benefit from it together with other resources that are readily available to the customer. Training on the use of the machine is offered as a distinct activity after installation of the LDD to enhance the customer’s ability to utilize the machine by having an industry professional provide best practices and customize training to the specific needs of the customer. Each LDD comes with a twelve-month manufacturer’s warranty (service-type) that includes preventative maintenance, unscheduled service (labor and parts) and software updates. After the first year, service contracts can be purchased separately on a standalone basis. The Company recognizes revenue as performance obligations are satisfied by transferring control of the product or service to a customer. Specifically, revenue for the LDD capital asset is recognized at a point in time at installation. Revenue for training is also recorded at a point in time, generally 30 days after installation. Revenue for the device service is recognized ratably over time after installation, generally 12 months. The Company has determined that the transaction price is the invoice price, net of adjustments, if any. The allocation to the separate performance obligations is based upon the relative standalone selling price. Standalone selling prices are based on observable prices at which the Company separately sells the products or services. The Company estimates the standalone selling price using the market assessment approach considering market conditions and entity-specific factors including, but not limited to, features and functionality of the products and services, geographies, type of customer and market conditions. The Company regularly reviews and updates standalone selling prices as necessary. LALs are held at customer sites on consignment. The single performance obligation is satisfied, and revenue is recognized for LALs upon customer notification that the LALs have been implanted in a patient. For the years ended December 31, 2021 and 2020, credits related to returns and rebates on list prices were not significant. The Company has adopted the practical expedient permitting the direct expensing of costs incurred to obtain contracts where the amortization of such costs would occur over one year or less, and it applied to substantially all the Company’s contracts. For the years ended December 31, 2021 and 2020, revenue from contracts with customers consisted of the following (in thousands): Year ended December 31, 2021 2020 LDD (including training) $ 13,774 $ 10,159 LAL 8,163 4,256 Service warranty, service contracts, and 656 263 $ 22,593 $ 14,678 As of December 31, 2021 and 2020, the Company recognized contract liabilities on its consolidated balance sheets of $ 540,000 and $ 345,000 , respectively, related to the service agreement performance obligation. Revenue for service agreements is recognized ratably over the term of each contract. For the year ended December 31, 2021 , the Company did not have any customers who individually accounted for greater than 10 % of revenue. For the year ended December 31, 2020 , the Company had one customer who individually accounted for approximately 27 % of revenue. |
Cost of Sales | Cost of Sales Cost of sales consists of materials, labor and manufacturing overhead incurred to produce the Company’s products as well as the cost of shipping and handling. Overhead costs include the cost of quality assurance, material procurement, inventory control, facilities, equipment and operations supervision and management, including stock-based compensation. Cost of sales also includes depreciation expense for production equipment and certain direct costs such as royalty and license fee expenses. |
Research and Development Expense | Research and Development Expenses Research and development expenses are expensed as incurred. Research and development expenses consist of upfront fees and milestones paid to collaborators and expenses incurred in performing research and development activities for new products and technology. The expenses include personnel-related costs, including compensation and benefits and stock-based compensation, consultants hired to perform research projects, costs incurred at clinical trial sites, regulatory and manufacturing engineering costs related to FDA premarket approval submission preparation, various laboratory and research supplies, write-off of pre-approved inventory utilized for clinical trial and research purposes, costs incurred in the development of manufacturing processes in excess of capitalizable value, fees paid to contract research organizations and direct FDA related costs. The Company also accrued the costs of ongoing clinical trials associated with programs that have been terminated or discontinued for which there is no future economic benefit at the time the decision is made to terminate or discontinue the program. |
Stock Based Compensation | Stock-Based Compensation The Company accounts for stock options on the date of grant to employees, directors and consultants based on the estimated fair value of the award, which requires the recognition of compensation expense for all equity-based payments, including stock options. The fair value of the awards is estimated using the Black-Scholes option-pricing model and recognized in expense in the consolidated statements of operations and comprehensive (loss) income over requisite service period, which is generally four years. The Company amortizes the stock-based compensation for equity awards with service conditions on a straight-line basis over the vesting period of the awards. Compensation cost for stock options with performance conditions is recognized based upon the probability of that performance condition being met. Forfeitures of unvested stock option awards are recognized as reductions of expense as they occur. The Black-Scholes option-pricing model requires the use of assumptions about a number of variables, such as the fair market value of the Company’s common stock, the risk-free interest rate, dividend yield, expected term and expected volatility: • Prior to the Company's shares being traded on the Nasdaq Global Market, the fair value of the Company’s common stock was determined by the Company’s Board of Directors (the “Board”) at the time of each option grant by considering a number of objective and subjective factors. These factors included the valuation of a select group of public peer group companies within the medical device industry that focus on technological advances and development that the Board believed were comparable to the Company’s operations. Operating and financial performance, the lack of liquidity of the common stock and trends in the broader economy and medical device industry also impacted the determination of the fair value of the common stock. In addition, the Company regularly engaged a third-party valuation specialist to assist with estimates related to the valuation of the Company’s common stock. For all grants subsequent to the IPO in July 2021, the fair value of common stock was determined by using the closing price per share of common stock as reported on the Nasdaq Global Market; • The risk-free interest rate used is based on the published U.S. Department of Treasury interest rates in effect at the time of stock option grant for zero coupon U.S. Treasury notes with maturities approximating each grant’s expected term; • The dividend yield is zero as the Company has not paid dividends and does not anticipate paying a cash dividend in the foreseeable future; • The expected term for options granted is calculated using the “simplified method” and represents the average time that options are expected to be outstanding based on the mid-point between the vesting date and the end of the contractual term of the award; • Expected volatility is derived from the historical volatilities of a select group of comparable peer companies, for a look-back period commensurate with the expected term of the stock options, as the Company has limited trading history of common stock. As a result of the Special Redemption provisions of the Company’s Articles of Incorporation (adopted in October 2017), stock option awards were reflected in temporary equity in the accompanying consolidated balance sheets and statements of redeemable common stock, stock options, preferred stock and stockholders’ equity (deficit) at their redemption value. The redemption value was calculated as the estimated redemption amount at the estimated date of redemption less the stock option award strike price, recognized over the same period as the grant date fair value share-based compensation expense recorded in the Consolidated Statements of Operations and Comprehensive (Loss) Income. Changes in the projected redemption value and redemption date were accounted for prospectively. The redemption value reflected in the accompanying financial statements was recorded as a reduction of permanent equity, and in the absence of retained earnings, first from additional paid-in capital and then from accumulated deficit. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The likelihood of realizing the tax benefits related to a potential deferred tax asset is evaluated, and a valuation allowance is recognized to reduce that deferred tax asset if it is more likely than not that all or some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are calculated at the beginning and end of the year; the change in the sum of the deferred tax asset, valuation allowance and deferred tax liability during the year generally is recognized as a deferred tax expense or benefit. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Consolidated Statements of Operations and Comprehensive (Loss) Income in the period that includes the enactment date. Significant judgment is required in determining the Company’s provision for income taxes, deferred tax assets and liabilities and the valuation allowance recorded against net deferred tax assets. The Company assesses the likelihood that deferred tax assets will be recovered as deductions from future taxable income. The evaluation of the need for a valuation allowance is performed on a jurisdiction-by-jurisdiction basis and includes a review of all available positive and negative evidence. Factors reviewed include projections of pre-tax book income for the foreseeable future, determination of cumulative pre-tax book income after permanent differences, earnings history and reliability of forecasting. The Company recognized a valuation allowance on deferred tax assets as of December 31, 2021 and 2020 after evaluating that it is more likely than not that deferred tax assets will not be realized as of those dates. The Company evaluates the accounting for uncertainty in income tax recognized in the consolidated financial statements and determines whether it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit is recorded in its consolidated financial statements. For those tax positions where it is “not more likely than not” that a tax benefit will be sustained, no tax benefit is recognized. Where applicable, associated interest and penalties are also recorded. The Company has no t accrued any liabilities for any such uncertain tax positions as of December 31, 2021 or 2020. The Company is subject to U.S. federal and state tax authority examinations for all the years since inception due to net operating loss and tax credit carryforwards. The net operating losses and tax credits are subject to adjustment until the statute closes on the year the attributes are ultimately utilized. The Company’s income tax returns are based on calculations and assumptions that are subject to examination by the Internal Revenue Service and other tax authorities. In addition, the calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. While the Company believes it has appropriate support for the positions taken on its tax returns, the Company regularly assesses the potential outcomes of examinations by tax authorities in determining the adequacy of its provision for income taxes. The Company continually assesses the likelihood and amount of potential revisions and adjusts the income tax provision, income taxes payable and deferred taxes in the period in which the facts that give rise to a revision become known. The Company is required to file federal and state income tax returns in the United States, United Kingdom, Germany and Netherlands. The preparation of these income tax returns requires the Company to interpret the applicable tax laws and regulations in effect on such jurisdictions, which could impact the amount of tax paid. An amount is accrued for the estimate of additional tax liabilities, including interest and penalties, for any uncertain tax positions taken or expected to be taken in an income tax return. The accrual for uncertain tax positions is updated when more definitive information becomes available. |
Comprehensive Income (Loss) | Comprehensive (Loss) Income All components of comprehensive (loss) income, including net (loss) income, are reported in the consolidated financial statements in the period in which they are recognized. Comprehensive (loss) income is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources, including unrealized gains and losses on marketable securities and foreign currency translation adjustments. Operating Segments Operating segments are defined as components for which discrete financial information is available for evaluation by the chief operating decision maker to make resource allocation decisions and conduct performance assessments. The Company determined that it operates and manages its business (including its non-US subsidiaries) in one reportable segment: the research and development, manufacture and sale of light adjustable lenses and related capital equipment. Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has irrevocably elected to not take this exemption and, as a result, will adopt new or revised accounting standards on the relevant effective dates on which adoption of such standards is required for other public companies that are not emerging growth companies. |
Recently Adopted Accounting Pronouncements | Recent Accounting Pronouncements Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates (“ASU”). ASUs not listed below were assessed and determined not to be applicable or are expected to have minimal impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, “Intangibles – Goodwill and Other – Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, ” ( “ ASU 2018-15”) which changes the accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. The update aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The implementation costs should be presented as a prepaid expense in the balance sheet and expensed over the term of the hosting arrangement. This standard was effective for the Company beginning January 1, 2021, and early adoption is permitted. The Company adopted ASU 2018-15 effective January 1, 2021, and the adoption did not have a material impact on the Company’s consolidated financial statements. In June 2020, the FASB issued ASU No. 2020-06, “Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, ” ( “ ASU No. 2020-06”) which is intended to simplify the accounting for convertible instruments. This new guidance eliminates certain models that require separate accounting for embedded conversion features and eliminates certain of the conditions for equity classification for contracts in an entity’s own equity. Accordingly, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. The new guidance can be adopted through either a modified retrospective method of transition or a fully retrospective method of transition. ASU 2020-06 is effective for public business entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU 2020-06 effective January 1, 2022, and the adoption does not have a material impact on the Company’s consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, “ Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) ”, which to clarifies and reduces diversity in an issuer’s accounting for a modification or an exchange of a freestanding equity-classified written call option that remains equity being classified after modification or exchange as (1) an adjustment to equity and, if so, the related earnings per share (EPS) effects, if any, or (2) an expense and, if so, the manner and pattern of recognition. This will be effective for fiscal years beginning after December 15, 2021, and interim periods within those years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted for all entities, including adoption in an interim period within those fiscal years. If an entity elects to early adopt the amendments in this update in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes the interim period. The Company adopted ASU 2021-04 effective January 1, 2021, and the adoption did not have a material impact on the Company’s consolidated financial statements. In October 2021, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update No. 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires an entity (acquirer) to recognize and measure contract assets and liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. This update is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The amendments should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company is currently evaluating the impact the standard will have on its consolidated financial statements. |
Summary of Accounting Policie_2
Summary of Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Cash Cash Equivalents And Restricted Cash | The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets to the amount reported in the Consolidated Statement of Cash Flows for the years ended December 31, 2021 and 2020 (in thousands). Year ended December 31, 2021 2020 Cash and cash equivalents $ 24,361 $ 13,994 Restricted cash 811 461 Cash, cash equivalents and restricted cash in the consolidated statements of cash flows $ 25,172 $ 14,455 |
Schedule of Basic and Diluted Net Loss Per Share | The following tables show the computation of basic and diluted net (loss) income per share for 2021 and 2020 (in thousands, except number of shares): Year Ended December 31, 2021 2020 Common Stock Numerator: Net (loss) income available to stockholders, $ ( 48,688 ) $ 3,366 Effect of dilutive securities: Redeemable stock options — ( 2,511 ) Net (loss) income available to stockholders, $ ( 48,688 ) $ 855 Denominator: Weighted-average shares outstanding, 13,625,044 3,707,207 Effect of dilutive securities: Redeemable stock options — 1,825,098 Weighted-average shares, diluted 13,625,044 5,532,305 Net (loss) income per share: Attributable to common stock, basic $ ( 3.57 ) $ 0.91 Attributable to common stock, diluted $ ( 3.57 ) $ 0.15 Series G Common Stock Numerator: Net loss available to stockholder, $ — $ ( 0.39 ) Effect of dilutive securities: Redeemable preferred stock and warrants $ — $ ( 0.23 ) Net loss available to stockholder, $ — $ ( 0.62 ) Denominator: Weighted-average shares outstanding, — 1 Basic net loss per share $ — $ ( 0.39 ) Diluted net loss per share $ — $ ( 0.62 ) |
Schedule of Dilutive Securities Excluded from Computation of Income (Loss) Per Share | The following weighted average outstanding potentially dilutive securities were excluded from the calculation of diluted net income (loss) per share attributable to common stockholders because their impact under the “treasury stock method” and “if-converted method” was anti-dilutive for the periods presented: Year Ended December 31, 2021 2020 Redeemable preferred stock and warrants — 14,883,489 Stock options issued and outstanding under the 2006 Stock Plan, 2015 Equity Incentive Plan and 2021 Equity Incentive Plan 2,144,860 1,444,611 Restricted stock units 223,716 — Stock issuable in offering period under the Employee Stock Purchase Plan 8,248 — |
Schedule of Revenue from Contracts with Customers | For the years ended December 31, 2021 and 2020, revenue from contracts with customers consisted of the following (in thousands): Year ended December 31, 2021 2020 LDD (including training) $ 13,774 $ 10,159 LAL 8,163 4,256 Service warranty, service contracts, and 656 263 $ 22,593 $ 14,678 |
Short-Term Investments (Tables)
Short-Term Investments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Short Term Investments [Abstract] | |
Schedule of Short-Term Investments Available For Sale | Short-term investments, principally U.S. Treasury bills, are available-for-sale and consisted of the following (in thousands): As of December 31, 2021 Amortized Cost Unrealized Loss, Net Estimated Fair Value Government securities $ 134,980 $ ( 9 ) $ 134,971 As of December 31, 2020 Amortized Cost Unrealized Loss, Net Estimated Fair Value Government securities $ 54,983 $ ( 2 ) $ 54,981 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following (in thousands): December 31, 2021 2020 Finished goods $ 4,451 $ 5,092 Raw materials 2,828 1,827 Work-in-process 868 1,685 8,147 8,604 Less: reserve for excess and obsolete inventory ( 115 ) ( 316 ) $ 8,032 $ 8,288 |
Property and equipment (Tables)
Property and equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment consisted of the following (in thousands): December 31, 2021 2020 Machinery and equipment $ 12,421 $ 11,153 Leasehold improvements 10,334 10,152 Construction in progress 1,118 1,474 Computer hardware and software 1,536 1,101 Production molds 1,268 867 Furniture and fixtures 853 855 Right-of-use equipment 32 58 27,562 25,660 Less: Accumulated depreciation and amortization ( 16,345 ) ( 12,373 ) $ 11,217 $ 13,287 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities measured at fair value on recurring basis and the fair value hierarchy of the valuation techniques | The carrying amounts of certain financial instruments such as cash and cash equivalents, accounts receivable, prepaid expenses, other current assets, accounts payable, accrued expenses and other current liabilities as of December 31, 2021 and 2020 approximate their related fair values due to the short-term maturities of these instruments. As of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Money market securities $ 21,390 $ — $ — $ 21,390 Government securities — 134,971 — 134,971 Total assets at fair value $ 21,390 $ 134,971 $ — $ 156,361 As of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Money market securities $ 11,822 $ — $ — $ 11,822 Government securities — 54,981 — 54,981 Total assets at fair value $ 11,822 $ 54,981 $ — $ 66,803 Liabilities: Common stock warrant liability $ — $ — $ ( 5,018 ) $ ( 5,018 ) Redeemable convertible preferred stock warrant liability — — ( 3,828 ) ( 3,828 ) Total liabilities at fair value $ — $ — $ ( 8,846 ) $ ( 8,846 ) |
Schedule of estimated fair value for the warrant liabilities measured using significant unobservable inputs | The following table sets forth changes in the estimated fair values for the Company’s warrant liabilities measured using significant unobservable inputs (in thousands): Year ended December 31, 2021 2020 Beginning of period $ 8,846 $ 71,881 Exercise of preferred stock warrants ( 1,111 ) ( 24 ) Expiration of common stock warrant ( 5,018 ) — Change in fair value of common stock warrant — ( 64,628 ) Change in fair value of preferred stock warrants ( 2,717 ) 1,617 End of period $ — $ 8,846 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities Current [Abstract] | |
Summary of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2021 2020 Employee compensation and benefits $ 5,916 $ 2,943 Vendor invoices 871 745 Contract liabilities 618 417 Accrued interest 319 — Other 135 69 $ 7,859 $ 4,174 |
Term Loan (Tables)
Term Loan (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Annual Principal Payments Due Under the Term Loan | As of December 31, 2021, annual principal payments due under the Term Loan were as follows (in thousands): Year Ended December 31, 2022 $ — 2023 1,739 2024 20,870 2025 17,391 2026 — Total 40,000 Less: unamortized issuance costs and exit fee ( 240 ) Term loan, net $ 39,760 |
Common Stock Warrant Liability
Common Stock Warrant Liability (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Warrants And Rights Note Disclosure [Abstract] | |
Schedule of assumptions used to determine the fair value of warrant | The following table presents the assumptions used in the DCF and MCS calculations to determine the fair value of the Series W warrant: Year ended December 31, 2020 Terminal value—exit multiple 7.0 Weighted average cost of capital discount rate 22.0 % Expected life (in years) 0.25 year Risk-free interest rate 0.9 % Expected volatility 56.9 % |
Stockholders Equity (Deficit) (
Stockholders Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Summary of Preferred Units | The following table summarizes information related to issuance of the Company’s preferred stock (in thousands, except number of shares and per share amounts): As of December 31, 2020 Par Value Date of Shares Shares Shares Liquidation Carrying Series A $ 0.001 Feb-2000 $ 40.81 355,921 355,903 $ 14,523 $ 13,535 Series B $ 0.001 May-2003 $ 9.07 1,741,452 1,741,399 15,795 39,715 Series C $ 0.001 Feb-2007 $ 12.92 1,168,344 1,168,311 15,086 28,136 Series D $ 0.001 Aug-2009 $ 18.08 663,808 663,728 12,000 18,503 Series E $ 0.001 Oct-2011 $ 20.66 353,339 353,327 7,300 10,350 Series F $ 0.001 May-2012 $ 25.83 507,744 499,159 12,891 18,305 Series G $ 0.001 Jun-2015 $ 12.40 5,832,685 5,788,878 71,759 135,682 Series H $ 0.001 Feb-2017 $ 12.40 5,949,499 3,805,567 47,174 89,074 16,572,792 14,376,272 $ 196,528 $ 353,300 (1) The shares authorized, issued and outstanding do not reflect any anti-dilution provisions of Series C, Series D, Series E and Series F as a result of the Series G financing. (2) The carrying value reflects the gross proceeds received from the sale of the preferred stock less issuance costs and the fair value at issuance of preferred stock warrants classified as a liability, plus accretion of redemption value. |
Summary Of Common Stock Equivalent Of Preferred Stock Due To Anti Dilution Provisions | The following table shows the common stock equivalent of preferred stock which was converted as a result of the anti-dilution provisions enacted during the Series G financing. o Fully Diluted on Conversion (1) Converted Shares 12/31/2020 Series A 355,903 Series B 1,741,399 Series C 1,197,590 Series D 772,963 Series E 429,766 Series F 758,941 Series G 5,788,878 Series H 3,805,567 Total 14,851,007 (1) Excludes preferred stock warrants see Note 11 – Convertible Preferred Stock Warrants. |
Summary of Common Stock Reserved For Future Issuance | Common stock reserved for future issuance consisted of the following: December 31, 2021 December 31, 2020 Conversion of preferred stock — 14,851,007 Preferred stock warrants — 225,945 Common stock warrant — 1 Stock options issued and outstanding under the 2006, 2015 and 2021 plans 5,754,005 4,201,935 Restricted stock units 640,479 — Employee stock purchase plan 484,027 — Total shares of common stock issued or reserved 6,878,511 19,278,888 |
Convertible Preferred Stock W_2
Convertible Preferred Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Weighted Assumptions Used to Revalue Convertible Preferred Stock Warrants to Fair Value | The following scenario probability-weighted assumptions were used to revalue the convertible preferred stock warrants to fair value: Year ended December 31, 2020 Range Weighted average Expected volatility 83.4 % to 97.4 % 94.6 % Risk adjusted discount factor 16 % to 31 % 25 % Expected life (in years) 0.4 to 2.0 years 1.1 years Expected dividend yield 0.0 % 0.0 % |
Stock-Based Compensation Expe_2
Stock-Based Compensation Expense (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of the Status And Changes In Stock Option Activities | A summary of the stock option activities related to the Plans, as of and for the year ended December 31, 2021 and 2020 is presented below: Number of Options Weighted Weighted Weighted Avg Options outstanding as of December 31, 2019 3,473,757 $ 7.76 6.00 Granted 1,156,078 $ 15.09 $ 8.39 Exercised ( 249,566 ) $ 3.98 $ 2.08 Forfeited ( 168,831 ) $ 18.53 $ 8.96 Expired ( 9,503 ) $ 4.14 Options outstanding as of December 31, 2020 4,201,935 $ 9.57 6.46 Granted 2,057,113 $ 14.88 $ 8.53 Exercised ( 364,504 ) $ 4.26 $ 2.13 Forfeited ( 111,748 ) $ 15.67 $ 10.63 Expired ( 28,791 ) $ 16.06 Options outstanding as of December 31, 2021 5,754,005 $ 11.64 6.88 Exercisable as of December 31, 2021 3,316,356 $ 9.20 5.20 |
Summary of Non-Vested Restricted stock unit Activities | A summary of non-vested restricted stock unit activities for the year ended December 31, 2021 is as follows: Weighted Average Number of Grant Date Shares Fair Value Unvested at December 31, 2020 — — Granted 657,729 $ 15.46 Vested — — Forfeited ( 17,250 ) 15.38 Unvested at December 31, 2021 640,479 $ 15.46 |
Schedule of Stock-Based Compensation Expense | Stock-based compensation expense was classified in the accompanying consolidated statements of operations and comprehensive income (loss) as follows (in thousands): Twelve Months Ended December 31, 2021 2020 Research and development $ 2,620 $ 2,200 Selling, general and administrative 4,061 1,344 Cost of sales 894 641 $ 7,575 $ 4,185 |
Schedule of Range and Weighted-average Assumptions Used in Black-Scholes Option Pricing Model to Determine the Fair Value of Stock Options | The following table presents the range and weighted-average assumptions, used in the Black-Scholes option pricing model to determine the fair value of stock options: Year ended December 31, 2021 2020 Range Weighted Average Range Weighted Average Expected volatility 61.6 % to 63.7 % 63.2 % 83.4 % to 97.4 % 94.6 % Risk-free interest rate 0.6 % to 1.7 % 1.0 % 16 % to 31 % 24.9 % Expected life (in years) 5.52 to 10.00 years 6.09 years 0.4 to 2.0 years 1.1 years Expected dividend yield 0.0 % 0.0 % 0.0 % 0.0 % Grant date fair value $ 12.08 to $ 19.94 $ 15.02 $ 0.81 $ 0.81 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax | The components of (loss) income before income taxes are as follows (in thousands): December 31, December 31, 2021 2020 U.S. (loss) income before taxes $ ( 48,694 ) $ 27,577 Foreign income before taxes 14 55 (Loss) income before income taxes $ ( 48,680 ) $ 27,632 |
Schedule of Components of Income Tax Expense (Benefit) | Income tax expense for the years ended December 31, 2021 and 2020 consists of the following (in thousands): Year ended December 31, 2021 2020 Current: Federal $ — $ — State 7 46 Foreign 1 11 8 57 Deferred: Federal ( 9,950 ) ( 7,179 ) State ( 3,241 ) ( 2,642 ) Foreign — — ( 13,191 ) ( 9,821 ) Change in valuation allowance 13,191 9,821 Income tax expense $ 8 $ 57 |
Schedule of Deferred Tax Assets and Liabilities | The significant components that comprised the Company’s net deferred taxes are as follows (in thousands): Year ended December 31, Deferred tax assets: 2021 2020 Net operating loss $ 62,347 $ 52,127 Amortization 117 134 Stock-based compensation 2,829 2,297 Research and development credit 7,902 6,663 Right-of-use liability 1,290 1,585 Depreciation 536 298 Other 1,745 740 Gross deferred tax assets 76,766 63,844 Less: valuation allowance ( 75,546 ) ( 62,355 ) Total net deferred tax assets $ 1,220 $ 1,489 Deferred tax liabilities: Right-of-use asset ( 1,220 ) ( 1,489 ) Total deferred tax liabilities ( 1,220 ) ( 1,489 ) Net deferred tax assets $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the provision for income taxes with the expected income tax computed by applying the federal statutory income tax rate to loss before provision for income taxes was calculated as follows (amounts in thousands): December 31, 2021 December 31, 2020 Rate Amount Rate Amount Income tax provision at the federal statutory tax rate 21.0 % $ ( 10,223 ) 21.0 % $ 5,793 State taxes, net of federal benefit 4.1 % ( 1,989 ) ( 5.3 )% ( 1,468 ) Research and development credits 2.6 % ( 1,241 ) ( 4.7 )% ( 1,306 ) Stock-based compensation ( 1.4 )% 677 0.4 % 122 Other non-deductible permanent items 2.6 % ( 1,252 ) ( 47.9 )% ( 13,204 ) Expired tax attributes ( 2.0 )% 960 1.5 % 426 Other 0.2 % ( 113 ) ( 0.5 )% ( 127 ) Change in valuation allowance ( 27.1 )% 13,189 35.6 % 9,821 Income tax expense 0.0 % 8 0.1 % $ 57 |
Schedule of Unrecognized Tax Benefits [Roll Forward] | The following changes occurred in the amount of unrecognized tax benefits (in thousands): Year ended December 31, 2021 2020 Beginning balance of unrecognized tax benefits $ 2,554 $ 2,056 Additions for current year tax positions 459 486 Reductions for prior year tax positions — 12 Ending balance $ 3,013 $ 2,554 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Lease Balance Sheet Information | The following table presents the lease balances within the consolidated balance sheets (in thousands): December 31, December 31, Leases Classification 2021 2020 Assets Operating Operating leases right-of-use assets 4,284 $ 5,319 Finance Property and equipment, net 33 58 Total lease assets 4,317 5,377 Liabilities Current Operating Lease liabilities 1,509 1,247 Finance Lease liabilities 20 27 Noncurrent Operating Long-term lease liabilities 3,625 5,042 Finance Long-term lease liabilities 17 37 Total lease liabilities $ 5,171 $ 6,353 |
Schedule of Component of Lease Expense | For the years ended December 31, 2021 and 2020, the components of operating and finance lease expenses were as follows (in thousands): Year Ended December 31, Lease Cost Classification 2021 2020 Operating lease cost Cost of sales $ 14 $ 13 Research and development 297 180 Selling, general and administrative 1,608 1,544 Finance lease cost Research and development — 115 Selling, general and administrative 25 44 Finance lease cost Interest expense 5 14 |
Schedule of Maturities of Lease Liabilities | Maturities of the Company’s operating and finance lease liabilities as of December 31, 2021, were as follows (in thousands): Operating Finance Year Ended December 31, Leases Leases 2022 1,976 23 2023 1,683 18 2024 1,456 — 2025 951 — 2026 79 — Total lease payments 6,145 41 Less: imputed interest 1,011 4 Total lease liabilities $ 5,134 $ 37 |
Summary of Weighted Average Remaining Lease Term and Discount Rate | The weighted average remaining lease term and weighted average discount rate used to determine lease liabilities related to the Company’s operating and finance leases as of December 31, 2021 and 2020 were: December 31, December 31, Lease Term and Discount Rate 2021 2020 Weighted average remaining lease term (years) Operating leases 3.30 4.21 Finance leases 1.72 2.42 Weighted average discount rate Operating leases 10.5 % 10.5 % Finance leases 10.5 % 10.5 % |
Organization and Basis of Pre_2
Organization and Basis of Presentation - Additional Information (Details) $ / shares in Units, $ in Millions | Jul. 29, 2021USD ($)$ / sharesshares | Jul. 22, 2021 | Dec. 31, 2021USD ($)Subsidiary$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Jul. 28, 2021shares | ||
Subsequent Event [Line Items] | |||||||
Number of wholly owned subsidiaries | Subsidiary | 2 | ||||||
Reverse stock split | 1-for-10.33 | ||||||
Common stock par or stated value per share | $ / shares | $ 0.001 | ||||||
Common stock, authorized (in shares) | 900,000,000 | 900,000,000 | |||||
Preferred stock par value per share | $ / shares | $ 0.001 | $ 0.001 | |||||
Preferred stock, shares authorized | 100,000,000 | 16,572,792 | |||||
Preferred stock, shares outstanding | 0 | 14,376,272 | [1] | ||||
Aggregate shares of common stock | 14,850,993 | 14,725,309 | |||||
Number of converted shares of common stock | 100,261 | ||||||
Cash, cash equivalents, and short-term investments | $ | $ 159.3 | ||||||
Losses from operations | $ | $ 52.8 | $ 35.4 | |||||
Convertible Preferred Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Preferred stock par value per share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares authorized | 100,000,000 | ||||||
Preferred stock, shares outstanding | 14,376,272 | 14,376,272 | |||||
Series H Convertible Preferred Stock | |||||||
Subsequent Event [Line Items] | |||||||
Sale of Stock, Transaction Date | Feb. 28, 2017 | ||||||
Common stock par or stated value per share | $ / shares | $ 12.40 | ||||||
Preferred stock par value per share | $ / shares | $ 0.001 | ||||||
Preferred stock, shares authorized | 5,949,499 | ||||||
Preferred stock, shares outstanding | [1] | 3,805,567 | |||||
Warrants exercised | 225,945 | 225,945 | |||||
Number of converted shares of common stock | 225,945 | 100,261 | |||||
IPO [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Sale of Stock, Transaction Date | Jul. 29, 2021 | ||||||
Sale of shares | 7,350,000 | ||||||
Common stock par or stated value per share | $ / shares | $ 16 | ||||||
Additional common shares sold | 898,549 | ||||||
Common stock sale underwriting discounts and commission deducted | $ | $ 9.2 | ||||||
Common stock offering costs | $ | 3.2 | ||||||
Aggregate net proceeds from offering | $ | $ 120 | ||||||
[1] | The shares authorized, issued and outstanding do not reflect any anti-dilution provisions of Series C, Series D, Series E and Series F as a result of the Series G financing. |
Summary of Accounting Policie_3
Summary of Accounting Policies - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Unrealized Gain (Loss) on Investments | $ 9,000,000 | $ 2,000 |
Allowance for doubtful accounts | 0 | 0 |
Increased (Decreased) In Restricted Cash | 350,000 | |
Restricted cash | 811,000 | 461,000 |
Liability on Uncertain Tax Position | $ 0 | $ 0 |
Percentage of gross accounts receivable | 10.00% | 35.00% |
Deferred revenue | $ 540,000 | $ 345,000 |
Additional Paid-in Capital | ||
Deferred Offering Costs | $ 3,200,000 | |
Minimum [Member] | ||
Useful lives of property and equipment | 3 years | |
Maximum | ||
Useful lives of property and equipment | 5 years | |
One Customer [Member] | Customer Concentration Risk | Revenue Benchmark | ||
Concentration Risk, Percentage | 27.00% | |
No Customer | Customer Concentration Risk | Revenue Benchmark | ||
Concentration Risk, Percentage | 10.00% |
Summary of Accounting Policie_4
Summary of Accounting Policies - Schedule of Cash Cash Equivalents And Restricted Cash (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 24,361,000 | $ 13,994,000 | |
Restricted cash | 811,000 | 461,000 | |
Cash, cash equivalents and restricted cash in the consolidated statements of cash flows | $ 25,172,000 | $ 14,455,000 | $ 8,830,000 |
Summary of Accounting Policie_5
Summary of Accounting Policies - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||
Net income (loss) available to stockholders, basic | $ (48,688,000) | $ 3,366,000 |
Weighted-average shares used in computing net loss per share: | ||
Weighted-average shares outstanding, basic | 13,625,044 | 3,707,207 |
Weighted-average shares, diluted | 13,625,044 | 5,532,305 |
Basic net income (loss) per share | $ (3.57) | $ 0.91 |
Diluted net income (loss) per share | $ (3.57) | $ 0.15 |
Number of converted shares of common stock | 100,261 | |
Common Stock | ||
Numerator: | ||
Net income (loss) available to stockholders, basic | $ (48,688,000) | $ 3,366,000 |
Effect of dilutive securities: | ||
Net (loss) available to stockholders, diluted | $ (48,688,000) | $ 855,000 |
Weighted-average shares used in computing net loss per share: | ||
Weighted-average shares outstanding, basic | 13,625,044 | 3,707,207 |
Weighted-average shares, diluted | 13,625,044 | 5,532,305 |
Basic net income (loss) per share | $ (3.57) | $ 0.91 |
Diluted net income (loss) per share | $ (3.57) | $ 0.15 |
Common Stock | Redeemable stock options | ||
Effect of dilutive securities: | ||
Redeemable stock options | $ 0 | $ (2,511,000) |
Weighted-average shares used in computing net loss per share: | ||
Redeemable stock options | 0 | 1,825,098 |
Series G Common Stock | ||
Numerator: | ||
Net income (loss) available to stockholders, basic | $ 0 | $ (0.39) |
Effect of dilutive securities: | ||
Net (loss) available to stockholders, diluted | $ 0 | $ (0.62) |
Weighted-average shares used in computing net loss per share: | ||
Basic net income (loss) per share | $ 0 | $ (0.39) |
Diluted net income (loss) per share | $ 0 | $ (0.62) |
Weighted-average shares outstanding, basic and diluted | 0 | 1 |
Series G Common Stock | Redeemable Preferred Stock And Warrants | ||
Effect of dilutive securities: | ||
Redeemable stock options | $ 0 | $ (0.23) |
Summary of Accounting Policie_6
Summary of Accounting Policies - Schedule of Dilutive Securities Excluded from Computation of Income (Loss) Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Redeemable Preferred Stock And Warrants [Member] | ||
Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 0 | 14,883,489 |
Stock Options Issued and Outstanding Under the 2006, 2015 and 2021 Plans | ||
Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 2,144,860 | 1,444,611 |
Restricted Stock Units (RSUs) [Member] | ||
Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 223,716 | 0 |
Employee Stock Purchase Plan [Member] | ||
Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 8,248 | 0 |
Summary of Accounting Policie_7
Summary of Accounting Policies - Schedule of Revenue from Contracts with Customer (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | ||
Revenue from contracts with customers | $ 22,593 | $ 14,678 |
L D D | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue from contracts with customers | 13,774 | 10,159 |
RxLAL | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue from contracts with customers | 4,256 | |
Service Warranty Service Contracts And Accessories | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue from contracts with customers | 656 | $ 263 |
L A L | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue from contracts with customers | $ 8,163 |
Short-Term Investments - Schedu
Short-Term Investments - Schedule of Short-term Investment Available For Sale (Details) - Government Securities [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Short Term Debt [Line Items] | ||
Amortized Cost | $ 134,980 | $ 54,983 |
Unrealized Loss, Net | (9) | (2) |
Estimated Fair Value | $ 134,971 | $ 54,981 |
Short-Term Investments - Additi
Short-Term Investments - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Maximum [Member] | Government Securities [Member] | ||
Short Term Debt [Line Items] | ||
Investment Maturity Period | 1 year | 1 year |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 4,451 | $ 5,092 |
Raw materials | 2,828 | 1,827 |
Work-in-process | 868 | 1,685 |
Inventory gross | 8,147 | 8,604 |
Less: reserve for excess and obsolete inventory | (115) | (316) |
Inventory, Net | $ 8,032 | $ 8,288 |
Inventories - Additional Inform
Inventories - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Inventory held on consignment | $ 1.8 | $ 2.7 |
Property and Equipment - Schedu
Property and Equipment - Schedule of property and equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 27,562 | $ 25,660 |
Less: Accumulated depreciation and amortization | (16,345) | (12,373) |
Property, Plant and Equipment, Net | 11,217 | 13,287 |
Machinery and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 12,421 | 11,153 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 10,334 | 10,152 |
Construction in Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 1,118 | 1,474 |
Computer hardware and software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 1,536 | 1,101 |
Production molds [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 1,268 | 867 |
Furniture and Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 853 | 855 |
Right-of-use equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 32 | $ 58 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | ||
Depreciation and Amortization | $ 4 | $ 3.9 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of assets and liabilities measured at fair value on recurring basis and the fair value hierarchy of the valuation techniques (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Total assets at fair value | $ 156,361 | $ 66,803 |
Liability: | ||
Total liabilities at fair value | (8,846) | |
Common Stock Warrant Liability | ||
Liability: | ||
Total liabilities at fair value | (5,018) | |
Redeemable Convertible Preferred Stock Warrant Liability | ||
Liability: | ||
Total liabilities at fair value | (3,828) | |
Fair Value, Inputs, Level 1 | ||
Assets: | ||
Total assets at fair value | 21,390 | 11,822 |
Liability: | ||
Total liabilities at fair value | ||
Fair Value, Inputs, Level 1 | Common Stock Warrant Liability | ||
Liability: | ||
Total liabilities at fair value | ||
Fair Value, Inputs, Level 1 | Redeemable Convertible Preferred Stock Warrant Liability | ||
Liability: | ||
Total liabilities at fair value | ||
Fair Value, Inputs, Level 2 | ||
Assets: | ||
Total assets at fair value | 134,971 | 54,981 |
Liability: | ||
Total liabilities at fair value | ||
Fair Value, Inputs, Level 2 | Common Stock Warrant Liability | ||
Liability: | ||
Total liabilities at fair value | ||
Fair Value, Inputs, Level 2 | Redeemable Convertible Preferred Stock Warrant Liability | ||
Liability: | ||
Total liabilities at fair value | ||
Fair Value, Inputs, Level 3 | ||
Assets: | ||
Total assets at fair value | ||
Liability: | ||
Total liabilities at fair value | (8,846) | |
Fair Value, Inputs, Level 3 | Common Stock Warrant Liability | ||
Liability: | ||
Total liabilities at fair value | (5,018) | |
Fair Value, Inputs, Level 3 | Redeemable Convertible Preferred Stock Warrant Liability | ||
Liability: | ||
Total liabilities at fair value | (3,828) | |
Money Market Securities | ||
Assets: | ||
Total assets at fair value | 21,390 | 11,822 |
Money Market Securities | Fair Value, Inputs, Level 1 | ||
Assets: | ||
Total assets at fair value | 21,390 | 11,822 |
Money Market Securities | Fair Value, Inputs, Level 2 | ||
Assets: | ||
Total assets at fair value | ||
Money Market Securities | Fair Value, Inputs, Level 3 | ||
Assets: | ||
Total assets at fair value | ||
Government Securities | ||
Assets: | ||
Total assets at fair value | 134,971 | 54,981 |
Government Securities | Fair Value, Inputs, Level 1 | ||
Assets: | ||
Total assets at fair value | ||
Government Securities | Fair Value, Inputs, Level 2 | ||
Assets: | ||
Total assets at fair value | 134,971 | 54,981 |
Government Securities | Fair Value, Inputs, Level 3 | ||
Assets: | ||
Total assets at fair value |
Fair Value Measurements (Additi
Fair Value Measurements (Additional Information) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value Disclosures [Abstract] | |
Fair Value of unexercised warrants | $ 5 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of estimated fair value for the warrant liabilities measured using significant unobservable inputs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Beginning of period | $ 8,846 | $ 71,881 |
Exercise of preferred stock warrants | (1,111) | (24) |
Expiration of common stock warrant | (5,018) | 0 |
Change in fair value of common stock warrant | 0 | (64,628) |
Change in fair value of preferred stock warrants | (2,717) | 1,617 |
End of period | $ 0 | $ 8,846 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Liabilities Current [Abstract] | ||
Employee compensation and benefits | $ 5,916 | $ 2,943 |
Vendor invoices | 871 | 745 |
Contract liabilities | 618 | 417 |
Accrued interest | 319 | 0 |
Other | 135 | 69 |
Total | $ 7,859 | $ 4,174 |
Term Loan - Additional Informat
Term Loan - Additional Information (Details) - USD ($) | 3 Months Ended | 10 Months Ended | 12 Months Ended | |||||
Mar. 31, 2022 | Oct. 31, 2022 | Oct. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Oct. 29, 2020 | |
Debt Instrument [Line Items] | ||||||||
Percentage of revenue of the annual operating budget | 50.00% | |||||||
Proceeds from initial public offering | $ 119,582,000 | $ 0 | ||||||
Debt instrument increase in interest rate, percentage | 0.16% | |||||||
Debt Instrument, additional interest | 5.00% | |||||||
Term Loan Description | The Term Loan requires 36 months of interest-only payments, followed by 23-months of amortization. If the Company is in compliance with the Performance to Plan covenant through October 31, 2023, the interest-only period is extended by 12 months, and the amortization period is reduced by 11 months. Payments are due on the first day of each month in arrears. All unpaid amounts under the Term Loan mature on October 1, 2025. | |||||||
Additional Fee Percentage | 5.00% | |||||||
Additional Fee, Amount | $ 1,250,000 | |||||||
Loan, Description | As the loan was not fully prepaid by December 31, 2021, the Company became subject to an additional fee (the “Exit Fee”). The fee is 3% of the original draw amount if prepaid between January 1, 2022 and October 31, 2022 ($750,000), 4% if prepaid between November 1, 2022 and October 31, 2023 ($1.0 million) and 5% ($1.25 million) if paid subsequently, including at maturity. | |||||||
Interest rate, percentage | 9.25% | 9.25% | ||||||
LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
professional service fees | $ 819,000 | |||||||
Forecast | ||||||||
Debt Instrument [Line Items] | ||||||||
Additional Fee Percentage | 3.00% | 4.00% | ||||||
Additional Fee, Amount | $ 750,000 | $ 1,000,000 | ||||||
Wall Street Journal Prime Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument increase in interest rate, percentage | 7.00% | |||||||
LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, interest rate, stated percentage | 9.25% | |||||||
LIBOR | Wall Street Journal | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, interest rate, stated percentage | 9.09% | |||||||
LIBOR | Wall Street Journal Prime Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, interest rate, stated percentage | 10.25% | |||||||
Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument face amount | $ 25,000,000 | |||||||
Proceeds from initial public offering | $ 70,000,000 | |||||||
Term loan additional borrowing | $ 10,000,000 | $ 5,000,000 | ||||||
Available additional borrowings | $ 10,000,000 | |||||||
Effective Interest Rate On Borrowings Term Loan | 10.90% | 11.31% | ||||||
Term Loan | Forecast | ||||||||
Debt Instrument [Line Items] | ||||||||
Available additional borrowings | $ 10,000,000 |
Term Loan - Annual Principal Pa
Term Loan - Annual Principal Payments Due Under the Term Loan (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2022 | $ 0 | |
2023 | 1,739 | |
2024 | 20,870 | |
2025 | 17,391 | |
2026 | 0 | |
Total | 40,000 | |
Less: unamortized issuance costs and exit fee | (240) | |
Term loan, net | $ 39,760 | $ 24,399 |
Common Stock Warrant Liabilit_2
Common Stock Warrant Liability - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 27, 2018 | Oct. 12, 2017 | |
Class Of Warrant Or Right [Line Items] | ||||
Common stock par value (USD per share) | $ 0.001 | $ 0.001 | ||
Series W Common Stock [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants issued to purchase common stock | $ 60,000,000 | |||
Additional non-refundable payment upon extension of expiration | $ 40,000,000 | |||
Common stock par value (USD per share) | $ 0.001 | |||
Exercise price of warrants | $ 630,000,000 | |||
Escrow holdback of exercise price of warrants | 92,000,000 | |||
Shareholder representative holdback of exercise price of warrants | 500,000 | |||
Potential aggregate payments for sales based and operating milestones | 827,000,000 | |||
Potential aggregate payments for regulatory milestones | 185,000,000 | |||
Gain on expiration of warrants | $ 5,000,000 | |||
Share Purchase Agreement [Member] | Nonvoting Common Stock [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Common stock par value (USD per share) | $ 0.001 | |||
Series G Common Stock | ||||
Class Of Warrant Or Right [Line Items] | ||||
Common stock par value (USD per share) | $ 0.01 |
Common Stock Warrant Liabilit_3
Common Stock Warrant Liability - Schedule Of Assumptions Used To Determine The Fair Value Of Warrant (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Maximum [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Expected life (in years) | 10 years | 2 years |
Minimum [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Expected life (in years) | 5 years 6 months 7 days | 4 months 24 days |
Series W Common Stock [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Terminal value exit multiple | $ 7 | |
Weighted average cost of capital discount rate | 22.00% | |
Expected life (in years) | 3 months | |
Risk-free interest rate | 0.90% | |
Expected volatility | 56.90% |
Stockholders Equity (Deficit) -
Stockholders Equity (Deficit) - Summary of Preferred Units (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2021 | Jul. 29, 2021 | |||
Temporary Equity [Line Items] | |||||
Preferred stock par value per share | $ 0.001 | $ 0.001 | |||
Common stock par or stated value per share | $ 0.001 | ||||
Preferred stock, shares authorized | 16,572,792 | 100,000,000 | |||
Preferred Shares Issued | 0 | ||||
Preferred stock, shares outstanding | 14,376,272 | [1] | 0 | ||
Liquidation Preference | $ 196,528 | ||||
Carrying Value (2) Share Capital | [2] | $ 353,300 | |||
Series A Preferred Stock [Member] | |||||
Temporary Equity [Line Items] | |||||
Preferred stock par value per share | $ 0.001 | ||||
Sale of Stock, Transaction Date | Feb. 29, 2000 | ||||
Common stock par or stated value per share | $ 40.81 | ||||
Preferred stock, shares authorized | 355,921 | ||||
Preferred stock, shares outstanding | [1] | 355,903 | |||
Liquidation Preference | $ 14,523 | ||||
Carrying Value (2) Share Capital | [2] | $ 13,535 | |||
Series B Preferred Stock [Member] | |||||
Temporary Equity [Line Items] | |||||
Preferred stock par value per share | $ 0.001 | ||||
Sale of Stock, Transaction Date | May 31, 2003 | ||||
Common stock par or stated value per share | $ 9.07 | ||||
Preferred stock, shares authorized | 1,741,452 | ||||
Preferred stock, shares outstanding | [1] | 1,741,399 | |||
Liquidation Preference | $ 15,795 | ||||
Carrying Value (2) Share Capital | [2] | $ 39,715 | |||
Series C Preferred Stock [Member] | |||||
Temporary Equity [Line Items] | |||||
Preferred stock par value per share | $ 0.001 | ||||
Sale of Stock, Transaction Date | Feb. 28, 2007 | ||||
Common stock par or stated value per share | $ 12.92 | ||||
Preferred stock, shares authorized | 1,168,344 | ||||
Preferred stock, shares outstanding | [1] | 1,168,311 | |||
Liquidation Preference | $ 15,086 | ||||
Carrying Value (2) Share Capital | [2] | $ 28,136 | |||
Series D Preferred Stock [Member] | |||||
Temporary Equity [Line Items] | |||||
Preferred stock par value per share | $ 0.001 | ||||
Sale of Stock, Transaction Date | Aug. 31, 2009 | ||||
Common stock par or stated value per share | $ 18.08 | ||||
Preferred stock, shares authorized | 663,808 | ||||
Preferred stock, shares outstanding | [1] | 663,728 | |||
Liquidation Preference | $ 12,000 | ||||
Carrying Value (2) Share Capital | [2] | $ 18,503 | |||
Series E Preferred Stock [Member] | |||||
Temporary Equity [Line Items] | |||||
Preferred stock par value per share | $ 0.001 | ||||
Sale of Stock, Transaction Date | Oct. 30, 2011 | ||||
Common stock par or stated value per share | $ 20.66 | ||||
Preferred stock, shares authorized | 353,339 | ||||
Preferred stock, shares outstanding | [1] | 353,327 | |||
Liquidation Preference | $ 7,300 | ||||
Carrying Value (2) Share Capital | [2] | $ 10,350 | |||
Series F Preferred Stock [Member] | |||||
Temporary Equity [Line Items] | |||||
Preferred stock par value per share | $ 0.001 | ||||
Sale of Stock, Transaction Date | May 31, 2012 | ||||
Common stock par or stated value per share | $ 25.83 | ||||
Preferred stock, shares authorized | 507,744 | ||||
Preferred stock, shares outstanding | [1] | 499,159 | |||
Liquidation Preference | $ 12,891 | ||||
Carrying Value (2) Share Capital | [2] | $ 18,305 | |||
Series G Preferred Stock [Member] | |||||
Temporary Equity [Line Items] | |||||
Preferred stock par value per share | $ 0.001 | ||||
Sale of Stock, Transaction Date | Jun. 30, 2015 | ||||
Common stock par or stated value per share | $ 12.40 | ||||
Preferred stock, shares authorized | 5,832,685 | ||||
Preferred stock, shares outstanding | [1] | 5,788,878 | |||
Liquidation Preference | $ 71,759 | ||||
Carrying Value (2) Share Capital | [2] | $ 135,682 | |||
Series H Convertible Preferred Stock | |||||
Temporary Equity [Line Items] | |||||
Preferred stock par value per share | $ 0.001 | ||||
Sale of Stock, Transaction Date | Feb. 28, 2017 | ||||
Common stock par or stated value per share | $ 12.40 | ||||
Preferred stock, shares authorized | 5,949,499 | ||||
Preferred stock, shares outstanding | [1] | 3,805,567 | |||
Liquidation Preference | $ 47,174 | ||||
Carrying Value (2) Share Capital | [2] | $ 89,074 | |||
[1] | The shares authorized, issued and outstanding do not reflect any anti-dilution provisions of Series C, Series D, Series E and Series F as a result of the Series G financing. | ||||
[2] | The carrying value reflects the gross proceeds received from the sale of the preferred stock less issuance costs and the fair value at issuance of preferred stock warrants classified as a liability, plus accretion of redemption value. |
Stockholders Equity (Deficit)_2
Stockholders Equity (Deficit) - Additional Information (Details) - $ / shares | 12 Months Ended | ||||||
Dec. 31, 2021 | Dec. 31, 2020 | Jul. 29, 2021 | Jul. 28, 2021 | Dec. 31, 2019 | |||
Class Of Stock [Line Items] | |||||||
Common stock, authorized (in shares) | 900,000,000 | 900,000,000 | |||||
Common stock issued (in shares) | 27,366,746 | ||||||
Common stock outstanding (in shares) | 27,366,746 | ||||||
Preferred stock, shares authorized | 100,000,000 | 16,572,792 | |||||
Preferred Shares Issued | 0 | ||||||
Preferred stock par value per share | $ 0.001 | $ 0.001 | |||||
Common stock par or stated value per share | $ 0.001 | ||||||
Preferred stock, shares outstanding | 0 | 14,376,272 | [1] | ||||
Aggregate shares of common stock | 14,850,993 | 14,725,309 | |||||
Number of converted shares of common stock | 100,261 | ||||||
Redeemable common stock reclassified | 4,093,995 | 14,851,007 | |||||
Common stock after reclassification of redeemable common stock | 4,093,995 | ||||||
Common Stock | |||||||
Class Of Stock [Line Items] | |||||||
Common stock, authorized (in shares) | 900,000,000 | 24,545,966 | 900,000,000 | ||||
Common stock issued (in shares) | 27,366,746 | 3,813,450 | |||||
Common stock outstanding (in shares) | 27,366,746 | 3,813,450 | 1 | ||||
Common stock par or stated value per share | $ 0.001 | ||||||
Stock Issued During Period, Value, New Issues | 8,248,549 | ||||||
Redeemable common stock reclassified | 14,951,254 | ||||||
Series H Convertible Preferred Stock | |||||||
Class Of Stock [Line Items] | |||||||
Preferred stock, shares authorized | 5,949,499 | ||||||
Preferred stock par value per share | $ 0.001 | ||||||
Common stock par or stated value per share | $ 12.40 | ||||||
Preferred stock, shares outstanding | [1] | 3,805,567 | |||||
Warrants exercised | 225,945 | 225,945 | |||||
Number of converted shares of common stock | 225,945 | 100,261 | |||||
Redeemable common stock reclassified | 3,805,567 | ||||||
Convertible Preferred Stock [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Preferred stock, shares authorized | 100,000,000 | ||||||
Preferred stock par value per share | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares outstanding | 14,376,272 | 14,376,272 | |||||
Redeemable common stock reclassified | (14,476,533) | ||||||
[1] | The shares authorized, issued and outstanding do not reflect any anti-dilution provisions of Series C, Series D, Series E and Series F as a result of the Series G financing. |
Stockholders Equity (Deficit)_3
Stockholders Equity (Deficit) - Summary Of Common Stock Equivalent Of Preferred Stock Due To Anti Dilution Provisions (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Temporary Equity [Line Items] | ||
Redeemable common stock reclassified | 4,093,995 | 14,851,007 |
Series A Preferred Stock [Member] | ||
Temporary Equity [Line Items] | ||
Redeemable common stock reclassified | 355,903 | |
Series B Preferred Stock [Member] | ||
Temporary Equity [Line Items] | ||
Redeemable common stock reclassified | 1,741,399 | |
Series C Preferred Stock [Member] | ||
Temporary Equity [Line Items] | ||
Redeemable common stock reclassified | 1,197,590 | |
Series D Preferred Stock [Member] | ||
Temporary Equity [Line Items] | ||
Redeemable common stock reclassified | 772,963 | |
Series E Preferred Stock [Member] | ||
Temporary Equity [Line Items] | ||
Redeemable common stock reclassified | 429,766 | |
Series F Preferred Stock [Member] | ||
Temporary Equity [Line Items] | ||
Redeemable common stock reclassified | 758,941 | |
Series G Preferred Stock [Member] | ||
Temporary Equity [Line Items] | ||
Redeemable common stock reclassified | 5,788,878 | |
Series H Convertible Preferred Stock | ||
Temporary Equity [Line Items] | ||
Redeemable common stock reclassified | 3,805,567 |
Stockholders Equity (Deficit)_4
Stockholders Equity (Deficit) - Summary of Common Stock Reserved For Future Issuance (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Class Of Stock [Line Items] | ||
Conversion of preferred stock | 6,878,511 | 19,278,888 |
Convertible Preferred Stock [Member] | ||
Class Of Stock [Line Items] | ||
Conversion of preferred stock | 0 | 14,851,007 |
Preferred Stock Warrants [Member] | ||
Class Of Stock [Line Items] | ||
Conversion of preferred stock | 0 | 225,945 |
Common Stock Warrant [Member] | ||
Class Of Stock [Line Items] | ||
Conversion of preferred stock | 0 | 1 |
2006 and 2015 Plans [Member] | ||
Class Of Stock [Line Items] | ||
Conversion of preferred stock | 5,754,005 | |
Restricted Stock Units (RSUs) [Member] | ||
Class Of Stock [Line Items] | ||
Conversion of preferred stock | 640,479 | 0 |
Employee Stock Purchase Plan [Member] | ||
Class Of Stock [Line Items] | ||
Conversion of preferred stock | 484,027 | 0 |
Convertible Preferred Stock W_3
Convertible Preferred Stock Warrants - Schedule of Probability Weighted Assumptions of Convertible Preferred Stock Warrants (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected volatility, Minimum | 61.60% | 83.40% |
Expected volatility, Maximum | 63.70% | 97.40% |
Expected volatility, Weighted Average | 63.20% | 94.60% |
Risk adjusted discount factor, Minimum | 0.60% | 16.00% |
Risk adjusted discount factor, Maximum | 1.70% | 31.00% |
Risk adjusted discount factor, Weighted average | 25.00% | |
Expected life (in years), Weighted Average | 1 year 1 month 6 days | |
Expected dividend yield | 0.00% | 0.00% |
Expected dividend yield, Weighted Average | 0.00% | 0.00% |
Series F Warrants [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected volatility, Minimum | 83.40% | |
Expected volatility, Maximum | 97.40% | |
Risk adjusted discount factor, Minimum | 16.00% | |
Risk adjusted discount factor, Maximum | 31.00% | |
Expected dividend yield | 0.00% | |
Minimum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected life (in years) | 5 years 6 months 7 days | 4 months 24 days |
Minimum [Member] | Series F Warrants [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected life (in years) | 4 months 24 days | |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected life (in years) | 10 years | 2 years |
Maximum | Series F Warrants [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected life (in years) | 2 years |
Convertible Preferred Stock W_4
Convertible Preferred Stock Warrants - Additional Information (Details) - USD ($) | 2 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class Of Warrant Or Right [Line Items] | |||
Proceeds from exercise of warrants | $ 790,000 | $ 23,000 | |
Warrants exercised and converted into convertible preferred stock | 4,093,995 | 14,851,007 | |
Change in fair value of warrants | $ (2,717,000) | $ (63,011,000) | |
Number of Common issued upon warrant exercised | 100,261 | ||
Convertible Preferred Stock [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants exercised and converted into convertible preferred stock | (14,476,533) | ||
Series H Warrants | |||
Class Of Warrant Or Right [Line Items] | |||
Exercise Price | $ 12.40 | ||
Warrants outstanding | 225,945 | ||
Fair Value Of Warrants | $ 16.95 | ||
Change in fair value of warrants | $ 3,800,000 | ||
Warrants exercised | 1,817 | ||
Series H Warrants | Convertible Preferred Stock [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants issued to purchase preferred stock | 260,434 | ||
Series H Convertible Preferred Stock | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants outstanding | 0 | ||
Warrants exercised | 225,945 |
Stock-Based Compensation Expe_3
Stock-Based Compensation Expense - Additional Information (Details) - USD ($) $ in Millions | Jan. 03, 2022 | Aug. 03, 2021 | Jul. 30, 2021 | Jul. 28, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Conversion of preferred stock | 6,878,511 | 19,278,888 | ||||
Common stock issued (in shares) | 27,366,746 | |||||
Executive Officers and Non-Employee Directors [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 640,567 | |||||
Share-based Compensation, Option [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-Based Compensation, Terms of Award | Stock option awards are generally granted with an exercise price of no less than 100% of estimated fair market value on the date of grant. Time based awards generally vest over four years as follows: one fourth of the total number of shares vest and become exercisable on the one-year anniversary; 1/48th of the total number of shares subject to the option vest and become exercisable on each monthly anniversary thereafter for the remaining three years. | |||||
Stock-Based Compensation, Vesting period | 4 years | |||||
Share-based Compensation, Option [Member] | Executive Officers and Non-Employee Directors [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 622,990 | |||||
Restricted Stock Units (RSUs) [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Unvested at December 31, 2021 | 640,479 | |||||
Restricted Stock Units (RSUs) [Member] | Executive Officers and Non-Employee Directors [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-Based Compensation, Vesting period | 3 years | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 19,196 | 40,134 | 17,577 | |||
Maximum | Restricted Stock Units (RSUs) [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-Based Compensation, Vesting period | 3 years | 4 years | ||||
Minimum [Member] | Restricted Stock Units (RSUs) [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-Based Compensation, Vesting period | 1 year | 1 year | ||||
2021 Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock available for issuance | 2,420,135 | |||||
Common stock issued (in shares) | 7,260,406 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum | 4.00% | |||||
Total unrecognized expense related to unvested stock options | $ 8.8 | |||||
Weighted average period for recognition of expenses | 3 years 6 months | |||||
2021 Plan | Maximum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Conversion of preferred stock | 4,569,530 | |||||
2021 Employee Stock Purchase Plan | Maximum [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock available for issuance | 484,027 | |||||
Conversion of preferred stock | 1,452,081 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum | 1.00% | |||||
2021 Employee Stock Purchase Plan | Maximum [Member] | Maximum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum | 85.00% | |||||
The Calhoun Vision, Inc. 2015 Equity Incentive Plan and the Calhoun Vision, Inc. 2006 Stock Plan [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Intrinsic Value of Vested Options | $ 14.7 | $ 26.2 | ||||
Intrinsic Value of Outstanding Options | 14.7 | 26.4 | ||||
Total Cash Received from the Exercise of Stock Options | 1.6 | 1 | ||||
Total Fair Value Less Strike Price of Stock Options Exercised | $ 4 | $ 2.8 | ||||
Unvested at December 31, 2021 | 2,437,649 | 1,177,165 | ||||
Total unrecognized expense related to unvested stock options | $ 20.1 | $ 9.8 | ||||
Weighted average period for recognition of expenses | 3 years | 2 years 10 months 24 days |
Stock-Based Compensation Expe_4
Stock-Based Compensation Expense - Summary of Stock Option Activities (Details) - The Calhoun Vision, Inc. 2015 Equity Incentive Plan and the Calhoun Vision, Inc. 2006 Stock Plan [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options, Beginning balance | 4,201,935 | 3,473,757 | |
Number of Options, Granted | 2,057,113 | 1,156,078 | |
Number of Options, Exercised | (364,504) | (249,566) | |
Number of Options, Forfeited | (111,748) | (168,831) | |
Number of Options, Expired | (28,791) | (9,503) | |
Number of Options, Ending balance | 5,754,005 | 4,201,935 | 3,473,757 |
Number of Options, Exercisable | 3,316,356 | ||
Weighted-Average Exercise Price, Beginning balance | $ 9.57 | $ 7.76 | |
Weighted-Average Exercise Price, Options Granted | 14.88 | 15.09 | |
Weighted-Average Exercise Price, Options Exercised | 4.26 | 3.98 | |
Weighted-Average Exercise Price, Options Forfeited | 15.67 | 18.53 | |
Weighted-Average Exercise Price, Options Expired | 16.06 | 4.14 | |
Weighted-Average Exercise Price, Ending balance | 11.64 | 9.57 | $ 7.76 |
Weighted-Average Exercise Price, Exercisable | 9.20 | ||
Weighted Average Grant Date Fair Value, Options Granted | 8.53 | 8.39 | |
Weighted Average Grant Date Fair Value, Options Exercised | 2.13 | 2.08 | |
Weighted Average Grant Date Fair Value, Options Forfeited | $ 10.63 | $ 8.96 | |
Weighted-Average Remaining Contractual Term (Years), Options outstanding | 6 years 10 months 17 days | 6 years 5 months 15 days | 6 years |
Weighted-Average Remaining Contractual Term (Years), Exercisable | 5 years 2 months 12 days |
Stock-Based Compensation Expe_5
Stock-Based Compensation Expense - Summary of Non-Vested Restricted stock unit Activities (Details) - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of shares, beginning balance | shares | 0 |
Number of Options, Granted | shares | 657,729 |
Number of shares, vested | shares | 0 |
Number of shares, forfeited | shares | (17,250) |
Unvested at December 31, 2021 | shares | 640,479 |
Weighted average fair value, beginning balance | $ / shares | $ 0 |
Weighted Average Grant Date Fair Value, Options Granted | $ / shares | 15.46 |
Weighted average fair value, vested | $ / shares | 0 |
Weighted average fair value, forfeited | $ / shares | 15.38 |
Share-based Compensation Arrangement by Share-based Payment Award, Option, Nonvested, Weighted Average Exercise Price | $ / shares | $ 15.46 |
Stock-Based Compensation Expe_6
Stock-Based Compensation Expense - Schedule of Stock-Based Compensation Expense (Details) - The Calhoun Vision, Inc. 2015 Equity Incentive Plan and the Calhoun Vision, Inc. 2006 Stock Plan [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 7,575 | $ 4,185 |
Research and Development [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation expense | 2,620 | 2,200 |
Selling, General and Administrative [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation expense | 4,061 | 1,344 |
Cost of sales [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 894 | $ 641 |
Stock-Based Compensation Expe_7
Stock-Based Compensation Expense - Schedule of Range and Weighted-average Assumptions Used in Black-Scholes Option Pricing Model to Determine the Fair Value of Stock Options (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected volatility, Minimum | 61.60% | 83.40% |
Expected volatility, Maximum | 63.70% | 97.40% |
Risk-free interest rate, Minimum | 0.60% | 16.00% |
Risk-free interest rate, Maximum | 1.70% | 31.00% |
Expected dividend yield | 0.00% | 0.00% |
Grant date fair value | $ 0.81 | |
Expected volatility, Weighted Average | 63.20% | 94.60% |
Risk-free interest rate, Weighted Average | 1.00% | 24.90% |
Expected life (in years), Weighted Average | 6 years 1 month 2 days | 1 year 1 month 6 days |
Expected dividend yield, Weighted Average | 0.00% | 0.00% |
Grant date fair value, Weighted Average | $ 15.02 | $ 0.81 |
Minimum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected life (in years) | 5 years 6 months 7 days | 4 months 24 days |
Grant date fair value | $ 12.08 | |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected life (in years) | 10 years | 2 years |
Grant date fair value | $ 19.94 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income before Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
U.S. (loss) income before taxes | $ (48,694) | $ 27,577 |
Foreign income before taxes | 14 | 55 |
(Loss) income before income taxes | $ (48,680) | $ 27,632 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal | $ 0 | $ 0 |
State | 7 | 46 |
Foreign | 1 | 11 |
Current Income Tax Expense (Benefit), Total | 8 | 57 |
Federal | (9,950) | (7,179) |
State | (3,241) | (2,642) |
Foreign | 0 | 0 |
Deferred Income Tax Expense (Benefit), Total | (13,191) | (9,821) |
Change in valuation allowance | 13,191 | 9,821 |
Income Tax Expense (Benefit), Total | $ 8 | $ 57 |
Income Tax - Schedule of Deferr
Income Tax - Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Components of Deferred Tax Assets [Abstract] | ||
Net Operating Loss | $ 62,347 | $ 52,127 |
Amortization | 117 | 134 |
Stock-based compensation | 2,829 | 2,297 |
Research and Development Credit | 7,902 | 6,663 |
Right of use of Liability | 1,290 | 1,585 |
Depreciation | 536 | 298 |
Other | 1,745 | 740 |
Gross deferred tax assets | 76,766 | 63,844 |
Less: Valuation Allowance | (75,546) | (62,355) |
Total net deferred tax assets | 1,220 | 1,489 |
Right of use of Asset | (1,220) | (1,489) |
Total deferred tax liabilities | (1,220) | (1,489) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax provision at the federal statutory tax rate | 21.00% | 21.00% |
State taxes, net of federal benefit | 4.10% | (5.30%) |
Research and development credits | 2.60% | (4.70%) |
Stock-based compensation | (1.40%) | (0.40%) |
Other non-deductible permanent items | 2.60% | (47.90%) |
Expired tax attributes | (2.00%) | 1.50% |
Other, percent | 0.20% | (0.50%) |
Change in valuation allowance | (27.10%) | 35.60% |
Income tax expense | 0.00% | 0.10% |
Income tax provision at the federal statutory tax rate | $ (10,223) | $ 5,793 |
State taxes, net of federal benefit | (1,989) | (1,468) |
Research and development credits | (1,241) | (1,306) |
Stock-based compensation | 677 | 122 |
Other non-deductible permanent items | (1,252) | (13,204) |
Expired tax attributes | 960 | 426 |
Other | (113) | (127) |
Change in valuation allowance | 13,189 | 9,821 |
Income tax expense | $ 8 | $ 57 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Mar. 27, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Increase in valuation allowance | $ 13,191 | $ 9,821 | |
Federal net operating loss carryforwards | 270,400 | ||
State net operating loss carryforwards | 100,200 | ||
Federal net operating loss | 7,300 | ||
State net operating Loss | 7,200 | ||
Federal operating loss carry forwards not expire | 154,000 | ||
Percent of taxable income offset in future | 100.00% | ||
State operating loss carry forwards | 7,200 | ||
Federal Operating Loss Carry Forwards | 7,300 | ||
State operating loss carry forwards not expire | $ 17,800 | ||
Taxable Income offset, percentage | 80.00% | ||
Description of the limitations on the use of all operating loss carryforwards | Pursuant to Internal Revenue Code (“IRC”) Sections 382 and 383, annual use of the Company’s net operating loss and R&D credit carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a three-year period. | ||
Amount of earnings from Foreign subsidiaries | $ 0 | $ 0 |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Beginning balance of unrecognized tax benefits | $ 2,554 | $ 2,056 |
Additions for current year tax positions | 459 | 486 |
Reductions for prior year tax positions | 0 | 12 |
Ending balance | $ 3,013 | $ 2,554 |
Notes Receivable for Redeemab_2
Notes Receivable for Redeemable Common Stock - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jul. 29, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Notes And Loans Receivable [Line Items] | |||
Notes receivable for common stock issued | $ 0 | $ (803) | |
Common Stock | |||
Accounts Notes And Loans Receivable [Line Items] | |||
Surrender of common stock in exchange for cancellation of note receivable, Shares | 11,011,000 | (11,011) | |
Promissory Note [Member] | |||
Accounts Notes And Loans Receivable [Line Items] | |||
Notes Receivables | $ 693,000 | ||
Notes Receivable Interest Rate Stated Percentage | 7.00% | ||
Exchange Payment Of Notes Receivables For Common Stock | $ 105,000 | ||
Notes Receivable Maturity Year Start | 2021 | ||
Notes Receivables Maturity Year End | 2022 | ||
Notes Receivables Interest Amount | $ 0 | $ 110,000 |
Leases - Additional Information
Leases - Additional Information (Details) - California | 12 Months Ended | |
Dec. 31, 2021USD ($)ft²Item | Dec. 31, 2020Item | |
Lessee Lease Description [Line Items] | ||
Operating leases,tenant allowance | $ | $ 900,000 | |
Office Manufacturing And Warehouse Facility | ||
Lessee Lease Description [Line Items] | ||
Number Of Leases | Item | 3 | 3 |
Office [Member] | ||
Lessee Lease Description [Line Items] | ||
Area of leased space | 19,680 | |
Lease expiration date | Jun. 30, 2023 | |
Manufacturing [Member] | ||
Lessee Lease Description [Line Items] | ||
Area of leased space | 42,106 | |
Lease expiration date | Sep. 30, 2024 | |
Warehouse [Member] | ||
Lessee Lease Description [Line Items] | ||
Area of leased space | 48,036 | |
Lease expiration date | Jan. 31, 2026 |
Leases - Summary Of Lease Balan
Leases - Summary Of Lease Balances Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Operating leases right-of-use assets | $ 4,284 | $ 5,319 |
Assets Finance | $ 33 | $ 58 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property Plant And Equipment Net | Property Plant And Equipment Net |
Total lease assets | $ 4,317 | $ 5,377 |
Current liabilities: | ||
Liabilities Current Operating | $ 1,509 | $ 1,247 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Lease Liabilities Current | Lease Liabilities Current |
Liabilities Current Finance | $ 20 | $ 27 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Lease Liabilities Current | Lease Liabilities Current |
Noncurrent | ||
Liabilities Noncurrent Operating | $ 3,625 | $ 5,042 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Lease Liabilities Noncurrent | Lease Liabilities Noncurrent |
Liabilities Noncurrent Finance | $ 17 | $ 37 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Lease Liabilities Noncurrent | Lease Liabilities Noncurrent |
Total lease liabilities | $ 5,171 | $ 6,353 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee Lease Description [Line Items] | ||
Finance lease cost | $ 5 | $ 14 |
Cost of sales [Member] | ||
Lessee Lease Description [Line Items] | ||
Operating lease cost | 14 | 13 |
Research and Development [Member] | ||
Lessee Lease Description [Line Items] | ||
Operating lease cost | 297 | 180 |
Finance lease cost | 0 | 115 |
Selling, General and Administrative [Member] | ||
Lessee Lease Description [Line Items] | ||
Operating lease cost | 1,608 | 1,544 |
Finance lease cost | $ 25 | $ 44 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Operating Leases | |
2022 | $ 1,976 |
2023 | 1,683 |
2024 | 1,456 |
2025 | 951 |
2026 | 79 |
Total lease payments | 6,145 |
Less: imputed interest | 1,011 |
Total lease liabilities | 5,134 |
Finance Leases | |
2022 | 23 |
2023 | 18 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
Total lease payments | 41 |
Less: imputed interest | 4 |
Total lease liabilities | $ 37 |
Leases - Summary of Weighted Av
Leases - Summary of Weighted Average Remaining Lease Term and Discount Rate (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Weighted average remaining lease term (years) | ||
Weighted average remaining lease term - operating leases | 3 years 3 months 18 days | 4 years 2 months 15 days |
Weighted average remaining lease term - finance leases | 1 year 8 months 19 days | 2 years 5 months 1 day |
Weighted average discount rate | ||
Weighted average discount rate - operating leases (as a percent) | 10.50% | 10.50% |
Weighted average discount rate - finance leases (as a percent) | 10.50% | 10.50% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Short Term Debt [Line Items] | ||
Legal proceedings, regulatory matters, legal costs | $ 0 | $ 0 |
Letter of Credit [Member] | ||
Short Term Debt [Line Items] | ||
Aggregate amount of the letter of credit | $ 310,000 | $ 360,000 |
Employee benefit plan - Additio
Employee benefit plan - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Dec. 31, 2021 | |
Defined Benefit Plans And Other Postretirement Benefit Plans Disclosures [Abstract] | ||
Percentage of eligible compensation, contributed by eligible participating employees | 2.00% | |
Employer matching contributions | 25.00% | |
Defined contribution, net | $ 228,000 |
Subsequent events - Additional
Subsequent events - Additional Information (Details) - Subsequent Event [Member] - BML Management, LLC [Member] | Mar. 04, 2022USD ($) |
Subsequent Event [Line Items] | |
Lease expiration date | Aug. 31, 2024 |
Lease Rent Payable | $ 15,738 |
Term of Contract | 28 months |