Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 15, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-34822 | ||
Entity Registrant Name | CLEARPOINT NEURO, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 58-2394628 | ||
Entity Address, Address Line One | 120 S. Sierra Ave. | ||
Entity Address, Address Line Two | Suite 100 | ||
Entity Address, City or Town | Solana Beach | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92075 | ||
City Area Code | 888 | ||
Local Phone Number | 287-9109 | ||
Title of 12(b) Security | Common Stock, $0.01 par value per share | ||
Trading Symbol | CLPT | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 272 | ||
Entity Common Stock, Shares Outstanding | 24,609,284 | ||
Documents Incorporated by Reference | The information required by Part III is incorporated by reference from portions of the definitive proxy statement to be filed within 120 days after December 31, 2022, pursuant to Regulation 14A under the Securities Exchange Act of 1934 in connection with the 2023 annual meeting of stockholders. | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Entity Central Index Key | 0001285550 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Auditor Information [Abstract] | |
Auditor Firm ID | 677 |
Auditor Name | Cherry Bekaert LLP |
Auditor Location | Tampa, Florida |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 27,615 | $ 54,109 |
Short-term investments | 9,874 | 0 |
Accounts receivable, net | 2,665 | 2,337 |
Inventory, net | 9,303 | 4,938 |
Prepaid expenses and other current assets | 1,723 | 508 |
Total current assets | 51,180 | 61,892 |
Property and equipment, net | 806 | 539 |
Operating lease rights of use | 1,895 | 2,241 |
Software license inventory | 450 | 519 |
Licensing rights | 1,028 | 265 |
Other assets | 131 | 125 |
Total assets | 55,490 | 65,581 |
Current liabilities: | ||
Accounts payable | 272 | 427 |
Accrued compensation | 2,824 | 2,604 |
Other accrued liabilities | 2,065 | 537 |
Operating lease liabilities, current portion | 561 | 507 |
Deferred product and service revenue, current portion | 1,066 | 678 |
Total current liabilities | 6,788 | 4,753 |
Operating lease liabilities, net of current portion | 1,532 | 1,939 |
Deferred product and service revenue, net of current portion | 390 | 264 |
2020 senior secured convertible note payable, net | 9,893 | 9,838 |
Total liabilities | 18,603 | 16,794 |
Commitments and contingencies (Note 8) | ||
Stockholders' Equity Attributable to Parent [Abstract] | ||
Preferred stock, $0.01 par value; 25,000,000 shares authorized at December 31, 2022 and 2021; none issued and outstanding at December 31, 2022 and 2021 | 0 | 0 |
Common stock, $0.01 par value; 200,000,000 shares authorized at December 31, 2022 and 2021; 24,578,983 and 23,665,991 shares issued and outstanding at December 31, 2022 and 2021, respectively | 246 | 237 |
Additional paid-in capital | 187,008 | 182,482 |
Accumulated deficit | (150,367) | (133,932) |
Total stockholders’ equity | 36,887 | 48,787 |
Total liabilities and stockholders’ equity | $ 55,490 | $ 65,581 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 25,000,000 | 25,000,000 |
Preferred stock, issued (in share) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, issued (in shares) | 24,578,983 | 23,665,991 |
Common stock, outstanding (in shares) | 24,578,983 | 23,665,991 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue: | ||
Total revenue | $ 20,551 | $ 16,299 |
Cost of revenue | 7,020 | 5,176 |
Gross profit | 13,531 | 11,123 |
Research and development costs | 10,894 | 9,281 |
Sales and marketing expenses | 9,358 | 7,217 |
General and administrative expenses | 9,611 | 7,999 |
Operating loss | (16,332) | (13,374) |
Other income (expense): | ||
Other expense, net | (22) | (63) |
Interest expense, net | (81) | (973) |
Net loss | $ (16,435) | $ (14,410) |
Net loss per share attributable to common stockholders: | ||
Basic (in usd per share) | $ (0.68) | $ (0.69) |
Diluted (in usd per share) | $ (0.68) | $ (0.69) |
Weighted average shares outstanding: | ||
Basic (in shares) | 24,181,854 | 20,734,236 |
Diluted (in shares) | 24,181,854 | 20,734,236 |
Product revenue | ||
Revenue: | ||
Total revenue | $ 12,789 | $ 11,913 |
Service and other revenue | ||
Revenue: | ||
Total revenue | $ 7,762 | $ 4,386 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Revision of Prior Period, Accounting Standards Update, Adjustment | Common Stock | Additional Paid-in Capital | Additional Paid-in Capital Revision of Prior Period, Accounting Standards Update, Adjustment | Accumulated Deficit |
Balances at beginning (in shares) at Dec. 31, 2020 | 17,047,584 | |||||
Balances at beginning at Dec. 31, 2020 | $ 2,377 | $ (3,107) | $ 170 | $ 121,729 | $ (3,107) | $ (119,522) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Conversion of 2020 senior secured convertible note (in shares) | 2,029,589 | |||||
Conversion of 2020 senior secured convertible notes | 14,974 | $ 21 | 14,953 | |||
Issuances of common stock: | ||||||
Public offering of common stock (in shares) | 2,127,660 | |||||
Public offering of common stock | 46,785 | $ 21 | 46,764 | |||
Share-based compensation (in shares) | 185,051 | |||||
Share-based compensation | 2,078 | $ 2 | 2,076 | |||
Warrant and option exercises (cash and cashless) (in shares) | 2,285,490 | |||||
Warrant and option exercises (cash and cashless) | 465 | $ 23 | 442 | |||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 22,918 | |||||
Issuance of common stock under employee stock purchase plan | 224 | 224 | ||||
Payments for taxes related to net share settlement of equity awards (in shares) | (32,301) | |||||
Payments for taxes related to net share settlement of equity awards | (599) | (599) | ||||
Net loss for the year | $ (14,410) | (14,410) | ||||
Balance at ending (in shares) at Dec. 31, 2021 | 23,665,991 | 23,665,991 | ||||
Balances at ending at Dec. 31, 2021 | $ 48,787 | $ 237 | 182,482 | (133,932) | ||
Issuances of common stock: | ||||||
Share-based compensation (in shares) | 476,720 | |||||
Share-based compensation | 4,126 | $ 5 | 4,121 | |||
Warrant and option exercises (cash and cashless) (in shares) | 403,980 | |||||
Warrant and option exercises (cash and cashless) | 268 | $ 4 | 264 | |||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 56,561 | |||||
Issuance of common stock under employee stock purchase plan | 477 | 477 | ||||
Payments for taxes related to net share settlement of equity awards (in shares) | (24,269) | |||||
Payments for taxes related to net share settlement of equity awards | (336) | (336) | ||||
Net loss for the year | $ (16,435) | (16,435) | ||||
Balance at ending (in shares) at Dec. 31, 2022 | 24,578,983 | 24,578,983 | ||||
Balances at ending at Dec. 31, 2022 | $ 36,887 | $ 246 | $ 187,008 | $ (150,367) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (16,435) | $ (14,410) |
Adjustments to reconcile net loss to net cash flows from operating activities: | ||
Allowance for doubtful accounts | (117) | 202 |
Depreciation and amortization | 244 | 159 |
Share-based compensation | 4,126 | 2,078 |
Payment-in-kind interest | 0 | 325 |
Amortization of debt issuance costs and original issue discounts | 55 | 100 |
Amortization of lease right of use assets, net of accretion in lease liabilities | 533 | 533 |
Accretion of discounts on short-term investments | (284) | 0 |
Increase (decrease) in cash resulting from changes in: | ||
Accounts receivable | (211) | (658) |
Inventory, net | (4,421) | (1,714) |
Prepaid expenses and other current assets | (1,216) | (264) |
Other assets | (6) | (66) |
Accounts payable and accrued expenses | 1,591 | 1,285 |
Lease liability | (541) | (432) |
Deferred revenue | 515 | 165 |
Net cash flows from operating activities | (16,167) | (12,697) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (253) | (168) |
Acquisition of licensing rights | (893) | 0 |
Purchase of short-term investments | (21,590) | 0 |
Proceeds from maturities of short-term investments | 12,000 | 0 |
Net cash flows from investing activities | (10,736) | (168) |
Cash flows from financing activities: | ||
Proceeds from public offering of common stock, net of offering costs | 0 | 46,785 |
Proceeds from stock option and warrant exercises | 268 | 465 |
Proceeds from issuance of common stock under employee stock purchase plan | 477 | 224 |
Payments for taxes related to net share settlement of equity awards | (336) | (599) |
Net cash flows from financing activities | 409 | 46,875 |
Net change in cash and cash equivalents | (26,494) | 34,010 |
Cash and cash equivalents, beginning of year | 54,109 | 20,099 |
Cash and cash equivalents, end of year | 27,615 | 54,109 |
Cash paid for: | ||
Income taxes | 0 | 0 |
Interest | $ 523 | $ 597 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 01, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Capital expenditures accrued, not yet paid | $ 100 | $ 100 | |
Net transfers of reusable components from loaned systems | 100 | $ 100 | |
Reduction of additional paid-in-capital | $ 3,100 | ||
Right-of-use assets obtained in exchange for operating lease liability | $ 200 |
Description of the Business and
Description of the Business and Financial Condition | 12 Months Ended |
Dec. 31, 2022 | |
Description Of Business And Liquidity | |
Description of the Business and Financial Condition | Description of the Business and Financial Condition ClearPoint Neuro, Inc. (the “Company”) is a commercial-stage medical device company focused on the development and commercialization of innovative platforms for performing minimally invasive surgical procedures in the brain. From the Company’s inception in 1998, the Company deployed significant resources to fund its efforts to develop the foundational capabilities for enabling MRI-guided interventions, building an intellectual property portfolio, and identifying and building out commercial applications for the technologies it develops. In 2021, the Company’s efforts expanded beyond the MRI suite to encompass development and commercialization of new neurosurgical device products for the operating room setting, as well as consulting services for pharmaceutical and biotech companies, academic institutions, and contract research organizations. The Company was incorporated in the state of Delaware in March 1998, and has headquarters located in Solana Beach, California. The Company established ClearPoint Neuro (Canada) Inc., a wholly owned subsidiary incorporated in Canada, in August 2013, primarily for the purpose of performing software development, and established ClearPoint Neuro U.K. Ltd, a wholly owned subsidiary incorporated in the United Kingdom, in October 2020, primarily for the purpose of employing the Company’s clinical services representatives serving the Company’s customers in the United Kingdom and the EU. The activities of both subsidiaries are reflected in these consolidated financial statements. The Company’s initial product offering, the ClearPoint system, is an integrated system comprised of capital equipment and disposable products, designed to allow minimally invasive procedures in the brain to be performed in an MRI suite. The ClearPoint Array Neuro Navigation System and its principal disposable component, introduced in 2021, is designed to be deployed in an operating room setting while also being usable in an MRI suite. Both systems provide guidance for the placement and operation of instruments or devices during the planning and operation of neurosurgical procedures. The Company received 510(k) clearance from the U.S. Food and Drug Administration (“FDA”) in 2010 to market the ClearPoint system in the United States for general neurosurgical interventional procedures; in February 2011, the Company also obtained CE marking for its ClearPoint system. In 2011 and 2018, the Company received 510(k) clearance and CE marking, respectively, for its SmartFlow cannula which is being used, or is under evaluation, along with the Company's services, by more than 50 pharmaceutical and biotech companies, academic institutions, or contract research organizations having a focus on biologics and drug delivery. In September 2022 the ClearPoint Prism ™ Neuro Laser Therapy System, for which the Company has exclusive global commercialization rights, received 510(k) clearance through the Company’s Swedish partner Clinical Laserthermia Systems ("CLS"). The Prism laser represents the first therapy product the Company will commercialize. Macroeconomic Trends We continue to monitor the impact of various macroeconomic trends, such as global economic and supply chain disruptions, geopolitical instability, labor shortages and inflationary conditions, and the continuing impacts of the COVID-19 pandemic. Changes in domestic and global economic conditions, supply chain disruptions, labor shortages, as well as other stimulus and spending programs, have led to higher inflation, which is likely to lead to increased costs and may cause changes in fiscal and monetary policy. Impacts from inflationary pressures, such an increasing costs for research and development of our products, administrative and other costs of doing business, and our availability to access capital markets and other sources of funding in the future could adversely affect our business, financial condition and results of operations. Additionally, these trends could adversely affect our customers, which could impact their willingness to spend on our products and services. The rapid development and fluidity of these situations precludes any prediction as to the ultimate impact they will have on our business, financial condition, results of operation and cash flows, which will depend largely on future developments . Liquidity The Company has incurred net losses since its inception which has resulted in a cumulative deficit at December 31, 2022 of approximately $150 million. In addition, the Company’s use of cash from operations amounted to $16.2 million for the year ended December 31, 2022. Since inception, the Company has financed its operations principally from the sale of equity securities and the issuance of notes payable. In January 2020, the Company entered into a Securities Purchase Agreement (the “SPA”) with two investors under which the Company issued the secured convertible notes having an aggregate principal amount of $17.5 million, resulting in proceeds, net of financing costs, and a commitment fee paid to one of the purchasers, of approximately $16.8 million. On December 29, 2020, under the terms of an amendment to the SPA (the "Amendment"), the Company issued an additional secured convertible note in the principal amounts of $7.5 million. As of December 31, 2022, except for a note in the principal amount of $10 million, the 2020 secured convertible notes were converted to common stock of the Company. The outstanding note is convertible to the Company's common stock at a conversion price of $6.00, subject to adjustments as set forth in the SPA and note agreement prior to its maturity on January 29, 2025. Additional information with respect to the 2020 Secured Notes is found in Note 7. As discussed in Note 9, on February 23, 2021, the Company completed a public offering of 2,127,660 shares of its common stock. Net proceeds from the offering were approximately $46.8 million after deducting the underwriting discounts and commissions and other estimated offering expenses payable by the Company. Based on the foregoing, in management’s opinion, cash and cash equivalent balances and short-term investments at December 31, 2022, are sufficient to support the Company’s operations and meet its obligations for at least the next twelve months. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company accounts and transactions have been eliminated. Basis of Presentation and Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less from the date of purchase. As of December 31, 2022, cash equivalents consisted of U.S. Treasury Bills. Short-term investments Short-term investments are investments with original maturities greater than three months but less than twelve months from the date of purchase. As of December 31, 2022, short-term investments consisted of U.S. Treasury Bills. The Company classifies the short-term investments as held-to-maturity in accordance with ASC 320, "Investments - Debt and Equity Securities." Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity and are recorded at amortized cost on the accompanying consolidated balance sheet, adjusted for the accretion of discounts using the interest method. Inventory Inventory is carried at the lower of cost (first-in, first-out method) or net realizable value. Items in inventory relate predominantly to the Company’s ClearPoint system. Software license inventory related to ClearPoint systems undergoing on-site customer evaluation is included in inventory in the accompanying consolidated balance sheets. All other software license inventory is classified as a non-current asset. The Company periodically reviews its inventory for obsolete items and provides a reserve upon identification of potential obsolete items. Intangible Assets The Company is a party to a license agreement which provides rights to the Company for the development and commercialization of products. Under the term of the license agreement, the Company paid an aggregate $0.8 million to the licensor upon execution of the license agreement for access to the underlying technology and will make future payments based on the achievement of regulatory and commercialization milestones as defined in the license agreement. In 2022, the Company made a payment of $0.6 million to the licensor for the achievement of a regulatory milestone, which acts as a prepayment for future royalties. In conformity with Accounting Standards Codification Section 350, “Intangibles – Goodwill and Other,” the Company amortizes its investment in the upfront license rights described above over an expected useful life of five years, or as commercial sales occur for the royalty prepayment. In addition, the Company periodically evaluates the recoverability of its investment in the license rights and records an impairment charge in the event such evaluation indicates that the Company's investment is not likely to be recovered. Property and Equipment Property and equipment are recorded at cost and are depreciated on a straight-line basis over their estimated useful lives, principally three Impairment of Long-Lived Assets The Company periodically evaluates the recoverability of its long-lived assets (finite-lived intangible assets and property and equipment). Whenever events or changes in circumstances indicate that the carrying amount of such assets may not be fully recoverable, the expected undiscounted future cash flows are compared to the net book value of the related assets. If the net book value of the related assets were to exceed the undiscounted expected future cash flows of the assets, the carrying amount would be reduced to the present value of the expected future cash flows and an impairment loss would be recognized. Revenue Recognition The Company’s revenue is comprised primarily of: (1) product revenue resulting from the sale of functional neurosurgery, navigation, therapy, and biologics and drug delivery disposable products; (2) product revenue resulting from the sale of ClearPoint capital equipment and software; (3) revenue resulting from the service, installation, training, and shipping related to ClearPoint capital equipment and software; (4) consultation revenue and clinical case support revenue in connection with customer-sponsored pre-clinical and clinical trials; and (5) license revenue for the granting of a license to develop and commercialize the Company's SmartFlow Cannula devices with Partners' proprietary biologics as a combination product. The Company recognizes revenue when control of the Company’s products and services is transferred to its customers in an amount that reflects the consideration the Company expects to receive from its customers in exchange for those products and services, in a process that involves identifying the contract with a customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. When a contract calls for the satisfaction of multiple performance obligations for a single contract price, the Company typically allocates the contract price among the performance obligations based on the relative stand-alone prices for each such performance obligation customarily charged by the Company. The Company considers a performance obligation satisfied once it has transferred control of a good or service to the customer, meaning the customer has the ability to use and obtain the benefit of the good or service. The Company recognizes revenue for satisfied performance obligations only when it determines there are no uncertainties regarding payment terms or transfer of control. Lines of Business; Timing of Revenue Recognition • Functional neurosurgery navigation product, biologics and drug delivery systems product, and therapy product sales: Revenue from the sale of functional neurosurgery navigation products (consisting of disposable products sold commercially and related to cases utilizing the Company's ClearPoint system), biologics and drug delivery systems (consisting primarily of disposable products related to customer-sponsored clinical trials utilizing the ClearPoint system), and therapy products (consisting primarily of disposable laser-related products used in non-neurosurgical procedures) is generally based on customer purchase orders, the predominance of which require delivery within one week of the order having been placed, and are generally recognized at the point in time of shipping to the customer, which is the point at which legal title, and risks and rewards of ownership, transfer to the customer. For certain customers, legal title and risks and rewards of ownership transfer upon delivery to the customer as stated in their respective contracts, in which case revenue is recognized upon delivery. • Capital equipment and software sales: ◦ Capital equipment and software sales preceded by evaluation periods: The predominance of capital equipment and software sales (consisting of integrated computer hardware and software that are integral components of the Company's ClearPoint system) are preceded by customer evaluation periods. During these evaluation periods, installation of, and training of customer personnel on, the systems have been completed and the systems have been in operation. Accordingly, revenue from capital equipment and software sales following such evaluation periods is recognized at the point in time that the Company is in receipt of an executed purchase agreement or purchase order. ◦ Capital equipment and software sales not preceded by evaluation periods: Revenue from sales of capital equipment and software not having been preceded by an evaluation period is recognized upon delivery to the customer and installation. For capital equipment that does not require installation, revenue is recognized upon shipment, however, for those customers where legal title and risks and rewards of ownership transfer upon delivery, revenue is recognized at such time. For both types of capital equipment and software sales described above, the determination of the point in time at which to recognize revenue represents that point at which the customer has legal title, physical possession, and the risks and rewards of ownership, and the Company has a present right to payment. • Functional neurosurgery navigation and therapy services: The Company recognizes revenue for such services at the point in time that the performance obligation has been satisfied. • Biologics and drug delivery services and other revenue: ◦ Consultation Services: The Company recognizes consultation revenue at the point in time such services are performed. ◦ Clinical Service Access Fees: For contracts in which the Company receives a periodic fixed fee, irrespective of the number of cases attended by the Company's personnel during such periods, revenue is recognized ratably over the period covered by such fees. A time-elapsed output method is used for such fees because the Company transfers control evenly by providing a stand-ready service. ◦ Clinical Service Procedure-Based Fees: The Company recognizes revenue at the point in time a case is attended by Company personnel. ◦ License fees: The Company has determined that license fees represent the use of functional intellectual property as it exists at the point in time at which the license is granted and does not require any significant development or customization. Therefore, the Company recognizes license revenue at the point in time in which the license becomes effective and the intellectual property is made available to the customer. • Capital equipment-related services: ◦ Equipment service: Revenue from service of ClearPoint capital equipment and software previously sold to customers is based on agreements with terms ranging from one The Company may also enter into contracts with customers who own ClearPoint capital equipment, which bundle maintenance and support services and access to software and hardware upgrades made commercially available over the term of the contract, for a single contract price, typically paid on an annual basis. The Company allocates the contract price among the performance obligations based on the relative stand-alone prices for each such performance obligation and recognizes the revenue ratably on a monthly basis. A time-elapsed output method is used as the Company is providing a stand-ready service for each of the performance obligations. ◦ Installation, training, and shipping: Consistent with the Company's recognition of revenue for capital equipment and software sales as described above, fees for installation, training, and shipping in connection with sales of capital equipment and software that have been preceded by customer evaluation periods are recognized as revenue at the point in time the Company is in receipt of an executed purchase order for the equipment and software. Installation, training, and shipping fees related to capital equipment and software sales not having been preceded by an evaluation period are recognized as revenue concurrent with the recognition of revenue of the related capital equipment. The Company operates in one industry segment, and the predominance of its sales are to U.S.-based customers. Payment terms under contracts with customers generally are in a range of 30-60 days after the customers’ receipt of the Company’s invoices. The Company's terms and conditions do not provide for a right of return unless for: (a) product defects; or (b) other conditions subject to the Company's approval. See Note 3 for additional information regarding revenue recognition. Research and Development Costs Costs related to research, design and development of products are charged to research and development expense as incurred. Income Taxes Deferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective income tax bases. Such assets and liabilities are measured using enacted tax rates expected to apply to taxable income or loss in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates is recognized in the period that includes the enactment date. The Company provides a valuation allowance against net deferred income tax assets unless, based upon available evidence, it is more likely than not the deferred income tax assets will be realized. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of December 31, 2022 and 2021, the Company had no accrued interest or penalties related to uncertain tax positions. Net Loss Per Share The Company computes net loss per share using the weighted-average number of common shares outstanding during the period. Basic and diluted net loss per share are the same because the conversion, exercise or issuance of all potential common stock equivalents, which comprise the entire amount of the Company’s outstanding common stock options and warrants as described in Note 9, and the potential conversion of the First Closing Notes, as described in Note 7, would be anti-dilutive, due to the reporting of a net loss for each of the periods in the accompanying consolidated statements of operations. Share-Based Compensation The Company accounts for compensation for all arrangements under which employees, directors and others receive shares of stock or other equity instruments (including options and warrants) based on fair value. The fair value of each award is estimated as of the grant date and amortized as compensation expense over the requisite vesting period. The fair values of the Company’s share-based awards are estimated on the grant dates using the Black-Scholes valuation model. This valuation model requires the input of highly subjective assumptions, including the expected stock volatility, estimated award terms and risk-free interest rates for the expected terms. To estimate the expected terms, the Company utilizes the simplified method for “plain vanilla” options discussed in the Staff Accounting Bulletin 107 (“SAB 107”) issued by the SEC. The Company believes that all factors listed within SAB 107 as pre-requisites for utilizing the simplified method apply to the Company and its share-based compensation arrangements. The Company intends to utilize the simplified method for the foreseeable future until more detailed information about exercise behavior becomes available. In prior years, the Company based its estimate of expected volatility on the average of: (i) historical volatilities of publicly traded companies it deemed similar to the Company; and (ii) the Company’s historical volatility due to limited historical data. In 2022, the Company refined this methodology to include only the historical volatility of its common stock given that trading volumes have increased and the Company believes that its own historical data is representative of future expected volatility and a better estimate of fair value. The impact of this change is not material to the financial statements. The Company utilizes risk-free interest rates based on zero-coupon U.S. treasury instruments, the terms of which are consistent with the expected terms of the equity awards. The Company has not paid and does not anticipate paying cash dividends on its shares of common stock; therefore, the expected dividend yield is assumed to be zero. Fair Value Determination of Share-Based Transactions The Company’s common stock is traded on the Nasdaq Capital Market under the symbol “CLPT.” Quoted closing stock prices are used as a key input in determining the fair value for share-based transactions. For the period from December 9, 2019 until the Company’s corporate name change and stock trading symbol change on February 12, 2020, the Company’s common stock was traded on the Nasdaq Capital Market under the symbol “MRIC.” Concentration Risks and Other Risks and Uncertainties Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company holds substantially all its cash and cash equivalents on deposit with financial institutions in the U.S. that are insured by the Federal Deposit Insurance Corporation or in U.S. government debt securities. At December 31, 2022, the Company had approximately $1.8 million in bank balances that were in excess of the insured limits. At December 31, 2022, one customer accounted for 19% of accounts receivable, and at December 31, 2021, one customer accounted for 15% of accounts receivable. One pharmaceutical customer, a related party who is a stockholder, a noteholder, and who has a representative on the Company's Board of Directors (see Note 7), for whom the Company provides hardware, software, clinical services, and market development services in support of the customer's clinical trials, and from whom the Company earns a quarterly fee, accounted for 15% of total revenue for the year ended December 31, 2022, and of 18% total revenue for the year ended December 31, 2021. Prior to granting credit, the Company performs credit evaluations of its customers’ financial condition, and generally does not require collateral from its customers. The Company will provide an allowance for doubtful accounts when collections become doubtful. The allowance for doubtful accounts at December 31, 2022 and 2021 was $0.1 million and $0.3 million, respectively. The Company is subject to risks common to emerging companies in the medical device industry, including, but not limited to: new technological innovations; acceptance and competitiveness of its products; dependence on key personnel; dependence on key suppliers; dependence on third-party collaboration, license and joint development partners; changes in general economic conditions and interest rates; protection of proprietary technology; compliance with changing government regulations; uncertainty of widespread market acceptance of products; access to credit for capital purchases by customers; and product liability claims. Certain components used in manufacturing have relatively few alternative sources of supply and establishing additional or replacement suppliers for such components cannot be accomplished quickly. The inability of any of these suppliers to fulfill the Company’s supply requirements may negatively impact future operating results. Recent Accounting Standards Effective January 1, 2021, the Company adopted, on a modified retrospective method of transition, the provisions of Accounting Standards Update No. 2020-06, “Debt – 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” (the “ASU”). The ASU is effective for public companies, other than smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, and for smaller reporting companies, which is the Company’s current classification, for fiscal years beginning after December 31, 2023. However, the ASU permits early adoption, no earlier than for fiscal years beginning after December 31, 2020, and the Company elected such early adoption. The ASU amends prior authoritative literature to reduce the number of accounting models for, among others, convertible debt instruments for which the embedded conversion features of such instruments had previously been required to be separated from the host contract. The Company determined that the conversion feature embedded in the Second Closing Note (see Note 7) was within the scope of the ASU. Accordingly, the discount originally recorded in connection with the issuance of the Second Closing Note and a corresponding amount recorded in additional paid-in capital, each in the amount of approximately $3.1 million at the date of issuance of the Second Closing Note, were reversed as of the date of adoption of the ASU. In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments - Credit Losses (Topic 326)," which replaces the current incurred loss impairment methodology for most financial assets with the current expected credit loss, or CECL, methodology. The series of new guidance amends the impairment model by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments, including trade receivables. The guidance is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. We are currently evaluating the impact that the new guidance will have on our financial statements. Reclassifications The accompanying consolidated statement of operations for the year ended December 31, 2022 contains certain items formerly classified as sales and marketing expenses and research and development that have been reclassified to cost of revenue. Additionally, in 2022, the Company is classifying share-based compensation in the same income statement line items as the cash compensation paid to those employees, rather than in general and administrative expense. The accompanying consolidated statement of operations for the year ended December 31, 2021 has been conformed to the 2022 presentation. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2022 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | Revenue Recognition Revenue by Service Line Years Ended December 31, (in thousands) 2022 2021 Functional neurosurgery navigation and therapy Disposable products $ 7,587 $ 7,696 Services 1,537 375 Subtotal – Functional neurosurgery navigation and therapy 9,124 8,071 Biologics and drug delivery Disposable products 3,690 3,353 Services and license fees 5,430 3,442 Subtotal – Biologics and drug delivery revenue 9,120 6,795 Capital equipment and software Systems and software products 1,512 864 Services 795 569 Subtotal – Capital equipment and software revenue 2,307 1,433 Total revenue $ 20,551 $ 16,299 Contract Balances • Contract assets – Substantially all the Company’s contracts with customers are based on customer-issued purchase orders for distinct products or services. Customers are generally billed upon shipment of such products or services, and the related contract assets comprise the accounts receivable balances included in the accompanying consolidated balance sheets. At December 31, 2022, the Company also had $0.3 million in deferred contract costs related to up-front costs for direct materials incurred to fulfill a customer contract. These costs are classified as other current assets, and are expected to be recognized as expense in 2023. • Contract liabilities – The Company generally bills and collects capital equipment and software-related service fees at the inception of the service agreements, which have terms ranging from one During the years ended December 31, 2022 and 2021, the Company recognized capital equipment and software-related service revenue of approximately $0.5 million and $0.3 million, respectively, which was previously included in deferred revenue in the accompanying consolidated balance sheets at December 31, 2021 and 2020, respectively. Transaction price allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue that will be recognized as revenue in future periods. The majority of the remaining performance obligations relate to capital equipment and software-related service agreements and the upfront payments discussed under the heading “Contract Balances” above, which amounted to approximately $1.0 million at December 31, 2022. The Company expects to recognize approximately 62% of this revenue over the next twelve months and the remainder thereafter. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement Fair value measurements are based on a three-tier hierarchy that prioritizes the inputs used to measure fair value. These tiers include: Level 1, defined as observable inputs such as quoted market prices in active markets; Level 2, defined as inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions. The fair value of cash and cash equivalents of $27.6 million and $54.1 million as of December 31, 2022, and December 31, 2021, respectively, is derived using Level 1 inputs. The cash equivalents are comprised of short-term bank deposits, money market funds, and U.S. Treasury bills with original maturities of three months or less, and the carrying value is a reasonable estimate of fair value. At December 31, 2022, the Company had $9.9 million of short-term investments, consisting of twelve-month U.S. Treasury Bills, which are classified as held to maturity and carried at amortized cost, adjusted for the accretion of discounts using the interest method. The carrying value of the debt securities approximates fair value based on Level 1 inputs. The Company has the intent and ability to hold these investments to maturity in order to collect interest payments over the life of the investments. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory consists of the following as of December 31: (in thousands) 2022 2021 Raw materials and work in process $ 6,513 $ 2,718 Software licenses 210 210 Finished goods 2,580 2,010 Inventory included in current assets 9,303 4,938 Software licenses – non-current 450 519 $ 9,753 $ 5,457 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consist of the following as of December 31: (in thousands) 2022 2021 Equipment $ 1,511 $ 1,440 Furniture and fixtures 112 112 Leasehold improvements 201 201 Computer equipment and software 150 150 Loaned systems 601 525 2,575 2,428 Less accumulated depreciation and amortization (1,769) (1,889) Total property and equipment, net $ 806 $ 539 Depreciation and amortization expense related to property and equipment for each of the years ended December 31, 2022 and 2021 was $0.1 million. Loaned systems are ClearPoint systems that are in operation at customer sites on an evaluation basis. |
Note Payable
Note Payable | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Note Payable | Note Payable As a result of the transactions described below, an aggregate principal amount of $10 million of the First Closing Note was outstanding at December 31, 2022. At the option of the holder, who is a customer and has a representative on the Company's Board of Directors, at any time prior to maturity on January 29, 2025, the principal amount may be convertible to the Company's common stock at a conversion price of $6.00, subject to adjustments as set forth in the SPA and note agreement. On January 29, 2020, the Company completed a financing transaction with two investors (the “2020 Convertible Noteholders”) whereby the Company issued an aggregate principal amount of $17.5 million of the First Closing Notes pursuant to the SPA, which, unless earlier converted or redeemed, mature on the fifth anniversary of the issuance and bear interest at a rate equal to the sum of (i) the greater of (a) the three (3)-month London Interbank Offered Rate (“LIBOR”) and (b) two percent (2)%, plus (ii) a margin of 2% on the outstanding balance of the First Closing Notes, payable quarterly on the first business day of each calendar quarter. The First Closing Notes may be converted at a price of $6.00 per share, subject to certain adjustments set forth in the SPA, and may not be pre-paid without the consent of the noteholder, provided that the Company must offer to pre-pay such other noteholder on the same terms and conditions. In May 2021, one of the 2020 Convertible Noteholders (the "Converting Noteholder") converted the entire $7.5 million principal amount of such Converting Noteholder's First Closing Note, and related accrued interest, amounting to approximately $0.04 million, into 1,256,143 shares of the Company's common stock. At the Closing Date, the SPA gave the Company the right, but not the obligation, to request, at any time on or prior to January 11, 2022, that one of the 2020 Convertible Noteholders purchase an additional $5 million in aggregate principal amount of the Second Closing Note and an additional $10 million in aggregate principal amount of the Third Closing Note (as defined in the SPA; together, with the Second Closing Note, the “Additional Closing Notes”), provided that such 2020 Convertible Noteholder has the right, but not the obligation, to purchase such notes. The Additional Closing Notes would also mature on the fifth anniversary of the Closing Date. On December 29, 2020, the Company and the 2020 Convertible Noteholders entered into the amendment to the SPA (the “Amendment”), the terms of which, among other provisions, provided for: (a) an increase in the principal amount of the Second Closing Note to $7.5 million; (b) a revision of the interest rate to be borne by the Second Closing Note to consist of: (i) cash interest of 2% per annum, payable quarterly; and (ii) payment-in-kind interest of 5% per annum, accruable quarterly as an addition to the unpaid principal balance of the Second Closing Note; and (c) an increase in the conversion price of the Second Closing Notes to $10.14 per share, subject to certain adjustments set forth in the SPA. Upon execution of the Amendment, the Company issued the Second Closing Note to one of the 2020 Convertible Noteholders. On November 3, 2021, the holder of the Second Closing Note converted the entire $7.5 million principal amount of such note, along with related accrued and payment in-kind interest aggregating $0.3 million, into 773,446 shares of the Company's common stock. The aggregate carrying amount of the outstanding First Closing Note in the accompanying December 31, 2022 and December 31, 2021 consolidated balance sheets are presented net of financing costs, comprised of commissions and legal expenses, having an unamortized balance of $0.1 million and $0.2 million at those respective dates. Prior to the conversion of the First Closing Note held by the Converting Noteholder, the aggregate carrying amount was presented net of a discount, comprised of a commitment fee paid to the Converting Noteholder, amounting to $0.2 million. Upon conversion of the related note, the discount was reversed, with a corresponding amount being recorded as a reduction of additional paid-in capital. The unamortized balances of the financing costs and the discount, during the period prior to the conversion of the related First Closing Note, were charged to interest expense over the respective terms of the First Closing Notes under the effective interest method. Upon issuance of the Second Closing Note, the carrying amount was presented net of a discount, amounting to approximately $3.1 million, which represented the value of the deemed beneficial conversion feature embedded in the Second Closing Note. A conversion feature is deemed to be beneficial when the conversion price, discussed above, is lower than the closing price per share of the Company’s common stock, which was $14.34 on the date of issuance of the Second Closing Note. As discussed in Note 2, effective January 1, 2021, the Company adopted the provisions of ASU 2020-06 which no longer required such beneficial conversion features to be separately accounted for, and as a result, the accompanying December 31, 2021 condensed consolidated balance sheet reflects the elimination of both the discount and the corresponding increase to additional paid-in capital. The outstanding First Closing Note is secured by all the assets of the Company. An executive officer of one of the 2020 Convertible Noteholders is a member of the Company’s Board of Directors. Scheduled Note Payable Maturity Scheduled principal payment as of December 31, 2022 with respect to note payable are summarized as follows: Years ending December 31, (in thousands) 2025 $ 10,000 Total scheduled principal payments 10,000 Less unamortized discounts and financing costs (107) $ 9,893 |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Commitments | Commitments Operating Leases The Company leases office space in Irvine, California that houses office space and a manufacturing facility, which commenced on October 1, 2018 and expires in September 2023. In 2022, the Company modified the lease agreement to extend the lease until September 2024 and amended the lease payments. The modification did not result in the identification of a separate contract. The Company also leases office space in Solana Beach, California that serves as its corporate headquarters and houses certain management and research and development personnel. The lease term commenced on December 15, 2020, is set to expire on December 31, 2026, and is renewable for an additional five-year period, at the Company’s option, provided that the Company’s landlord has entered into an extension of its lease for the office space that encompasses the Company’s office space for at least five years. The optional period is not considered in the determination of the right-of-use asset or the lease liability as the Company does not consider it reasonably certain that it would exercise such option. In November 2022, the Company entered into a lease agreement to lease an approximately 19,462 square foot industrial building in Carlsbad, California to use as an office and manufacturing facility. The lease term will commence on June 1, 2023 and end on May 31, 2033. The base rent payable under the lease agreement is $36,977.80 per month and subject to annual increases of 3.5% during the lease term. The Company has two options to extend the lease term for thirty-six Operating lease liabilities are based on the net present value of the remaining lease payments over the remaining lease term. In determining the present value of lease payments, the Company used the published U.S. High Yield CCC corporate bond rates at the lease commencement date. Upon modification of the Irvine lease, the lease liability was remeasured using the current estimate of the Company's incremental borrowing rate and the amount of the remeasurement of the lease liability was recognized as an adjustment to the corresponding right-of-use asset. The effect of the modification was to increase the lease liability and corresponding right-of-use asset by approximately $0.2 million. As of December 31, 2022, the weighted average remaining lease term of the Company's operating leases was approximately 3.75 years and the weighted average discount rate used to determine the operating lease liability was 8.8%. The lease cost, included in general and administrative expense, was $0.5 million for both years ended December 31, 2022 and 2021. As of December 31, 2022, future minimum lease payments are as follows: Years ending December 31, (in thousands) 2023 $ 594 2024 582 2025 486 2026 500 Total minimum payments 2,162 Less: Discount to present value of lease payments (69) Discounted present value of lease payments $ 2,093 Purchase Commitments The Company is a party to various purchase arrangements related to our manufacturing and research and development activities. At December 31, 2022 there was approximately $3.4 million of open purchase orders and contractual obligations in the ordinary course of business, the majority of which are due within one year. Additionally, the Company is also a party to license and collaboration agreements which require minimum purchase commitments for a five-year period starting in 2022. The total remaining minimum purchase commitment related to these agreements is $2.1 million over the next five years. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity 2021 Public Offering On February 23, 2021, the Company completed a public offering of 2,127,660 shares of its common stock, composed of 1,850,140 shares of common stock initially offered at a public offering price of $23.50 per share and an additional 277,520 shares of common stock sold pursuant to the exercise of the underwriters’ option to purchase additional shares at the price of $22.09 per share. Net proceeds from the offering totaled approximately $46.8 million after deducting underwriting discounts and commissions, and other offering expenses paid by the Company. The underwriting agreement contains representations, warranties, agreements and indemnification obligations by the Company that are customary for this type of transaction. Issuance of Common Stock in Lieu of Cash Payments Under the terms of the Amended and Restated Non-Employee Director Compensation Plan, each compensated non-employee member of the Company’s Board of Directors may elect to receive all or part of his or her director fees in shares of the Company’s common stock. Effective from June 25, 2021, director fees, whether paid in cash or in shares of common stock, are payable quarterly on the first business day following the end of the quarter. The number of shares of common stock issued to directors is determined by dividing the product of: (i) (a) the fees otherwise payable to each director in cash, times (b) the percentage of fees the director elected to receive in shares of common stock, by (ii) the volume weighted average price per share of common stock over the last five Equity Compensation Plans The Company grants stock options, restricted stock awards, and restricted stock units under the Third Amended and Restated 2013 Incentive Compensation Plan (the "Third Amended Plan"). In May 2022, the Company's stockholders approved the Fourth Amended and Restated 2013 Incentive Compensation Plan (the "Fourth Amended Plan" and, together with the Third Amended Plan, the "2013 Plan"), which increased the number of shares of common stock available for awards under the plan by 1.2 million shares. The total shares of the Company’s common stock being reserved for issuance under the 2013 Plan is 4,156,250, of which 1,582,821 shares were outstanding as of December 31, 2022 and 1,286,967 shares remained available for grants under the 2013 Plan as of that date. Share-Based Compensation Expense The Company records share-based compensation expense on a straight-line basis over the related vesting period and recognizes forfeitures as they occur. The following table sets forth share-based compensation expense included in the consolidated statements of operations: Years Ended December 31, (in thousands) 2022 2021 Cost of revenue $ 63 $ 30 Research and development 1,060 464 Sales and marketing 809 351 General and administrative 2,194 1,233 Share-based compensation expense $ 4,126 $ 2,078 Share-based compensation expense by type of share-based award: Years Ended December 31, (in thousands) 2022 2021 Stock options $ 1,076 $ 686 RSAs and RSUs 2,828 1,314 ESPP 222 78 $ 4,126 $ 2,078 Total unrecognized compensation expense by type of award and the weighted-average remaining requisite service period over which such expense is expected to be recognized (in thousands, unless otherwise noted): December 31, 2022 Unrecognized Expense Remaining Weighted-Average Recognition Period (in years) Stock options 1,306 1.87 RSAs and RSUs 5,649 2.13 Stock Option Activity Options granted under the 2013 Plan must have an exercise price equal to at least 100% of fair market value of the Company's common stock on the date of grant. The options generally have a maximum contractual term of ten years and vest in accordance with the individual award agreements. Stock option activity under all of the Company’s Plans as of and for the year ended December 31, 2022 is summarized below: Stock Options Weighted-average Weighted-average Remaining Contractual Life (in years) Intrinsic Value (in thousands) (1) Outstanding at December 31, 2021 1,350,473 $ 10.10 Granted 147,723 $ 10.91 Exercised (30,000) $ 2.45 Forfeited or expired (69,910) $ 43.27 Outstanding at December 31, 2022 1,398,286 $ 8.69 6.11 $ 5,328 Exercisable at December 31, 2022 1,133,621 $ 8.12 5.47 $ 5,113 Vested and expected to vest at December 31, 2022 1,398,286 $ 8.69 6.11 $ 5,328 (1) Intrinsic value is calculated as the estimated fair value of the Company’s stock at December 31, 2022 less the option exercise price of in-the-money options. A summary of the status of the Company’s non-vested stock options for the year ended December 31, 2022 is presented below: Non-vested Stock Options Weighted - Average Nonvested, December 31, 2021 291,220 $ 5.38 Granted 147,723 $ 8.21 Vested (169,987) $ 5.16 Forfeited or expired (4,291) $ 10.33 Nonvested, December 31, 2022 264,665 $ 7.19 The weighted-average grant-date fair value of stock options granted during the years ended December 31, 2022 and 2021 was $8.21 per share and $9.48 per share, respectively. The total intrinsic value of stock options exercised during the years ended December 31, 2022 and 2021 was $0.3 million and $11.4 million, respectively, and represents the difference between the exercise price of the option and the fair value of the common stock on the dates exercised. The total grant-date fair value of stock options vested during the years ended December 31, 2022 and 2021 was $0.9 million and $0.3 million, respectively. The exercise price of stock options granted is equal to the closing price of the common stock on the date of grant. The fair value of each stock option is estimated on the date of grant using the Black-Scholes valuation model utilizing the following weighted average assumptions for options granted during the years ended December 31, 2022 and 2021: Years Ended December 31, 2022 2021 Risk-free interest rate 3.07% 0.95% Expected life (in years) 5.93 5.86 Estimated volatility 90.02% 57.20% Expected dividends None None Weighted-average grant date fair value $8.21 $9.48 The risk-free interest rate for periods within the contractual life of the stock option is based on the implied yield available on U.S. Treasury constant maturity securities with the same or substantially equivalent remaining terms at the time of grant. The expected option terms are calculated based on the simplified method for “plain vanilla” options due to the Company's limited exercise information. The simplified method calculates the expected term as the average of the vesting term and the original contractual term of the options. The estimated volatility is calculated using the historical volatility of the Company's common stock in 2022 and an average of the historical volatility of the Company's common stock and comparable companies in prior years using daily closing prices over a period generally commensurate with the expected term of the options. No periods were excluded due to discrete historical events. The historical volatility of similar companies was utilized in prior years due to the limited trading history of the Company's common stock. In 2022, the Company refined this methodology given that trading volumes have increased and the Company believes that its historical data is representative of future expected volatility. A zero value of the expected dividend value factor is utilized since the Company has not declared any dividends in the past and does not anticipate declaring dividends in the foreseeable future. Restricted Stock Activity The Company issues Restricted Stock Awards ("RSAs") and Restricted Stock Units ("RSUs"). RSAs are grants that entitle the holder to acquire shares of the Company's common stock at zero cost. The shares covered by a RSA cannot be sold, transferred, pledged, assigned or otherwise disposed of until the award vests. A RSU is a promise by the Company to issue a share of its common stock upon vesting of the unit. Both RSAs and RSUs vest in annual installments over a two RSA and RSU activity as of and for the year ended December 31, 2022 is summarized below: Restricted Stock Award Weighted - Average Outstanding, December 31, 2021 380,105 $ 10.41 Granted 527,726 $ 10.97 Vested (180,505) $ 13.09 Forfeited or expired (29,791) $ 14.22 Outstanding, December 31, 2022 697,535 $ 11.11 The estimated fair value of the restricted stock is based on the closing market value of the Company's common stock on the date of grant. The total fair value of RSAs and RSUs vested during the years ended December 31, 2022 and 2021 was $1.6 million and $0.6 million, respectively. Employee Stock Purchase Plan On June 3, 2021, the Company's stockholders adopted and approved the ClearPoint Neuro, Inc. Employee Stock Purchase Plan (the "Purchase Plan"). A total of 400,000 shares of the Company’s common stock are available for issuance pursuant to the terms of the Purchase Plan. The Purchase Plan provides eligible employees the opportunity to purchase shares of common stock at the lower of 85% of the fair market value on either the first day or the last day of the applicable offering period, by having withheld from their salary an amount up to 15% of their compensation. No employee may purchase more than $25,000 worth of common stock (calculated at the time the purchase right is granted) in any calendar year, nor may any employee purchase more than 3,500 shares in any six-month purchase period. The initial six-month purchase period commenced in July 2021. The Purchase Plan is deemed to be compensatory, and therefore, Purchase Plan expense has been included in share-based compensation expenses in the consolidated statement of operations for the year ended December 31, 2022 and 2021. During the year ended December 31, 2022, 56,561 shares were purchased at an average per share price of $8.44. On December 31, 2022, 320,521 shares of common stock were available for issuance under the Purchase Plan. The fair value of the purchase options under the Purchase Plan are estimated at the beginning of the purchase period using the Black-Scholes valuation model utilizing the following assumptions: 2022 2021 Risk-free interest rate 0.22% - 2.52% 0.05% Expected life (in years) 0.5 0.5 Estimated volatility 61.29% - 78.23% 57.82% Expected dividends None None Fair value of purchase right $4.14 $5.78 The computation of the expected volatility assumption used in the Black-Scholes model for purchase rights is based on the trading history of the Company's common stock in 2022, and on the trading history of the Company's common stock and comparable companies in 2021. The expected life assumption is based on the six-month term of each offering period. The risk-free interest rate is based on the U.S. Treasury constant maturity securities with the same or substantially equivalent remaining term in effect at the beginning of the offering period. A zero value for the expected dividend value factor is utilized since the Company has not declared dividends in the past and does not anticipate declaring dividends in the foreseeable future. Warrants Warrants to purchase shares of the Company's common stock were issued in connection with financing transactions in 2015 and 2017. These warrants contain net exercise provisions giving the holder the option of acquiring a number of shares having a value equal to the difference between the exercise price and the current stock price, in lieu of paying the exercise price to acquire the full number of stated shares. All the warrants issued in the 2017 financing either were exercised or expired in 2022. All of the remaining warrants which are outstanding at December 31, 2022 will terminate in 2023. Common stock warrant activity for the year ended December 31, 2022 is as follows: Shares Weighted - Average Outstanding at December 31, 2021 668,907 $ 2.97 Exercised (462,353) $ 2.20 Terminated (170,000) $ 2.20 Outstanding at December 31, 2022 36,554 $ 16.23 Information regarding outstanding warrants at December 31, 2022 is as follows (contractual life expressed in years): Exercise Number Weighted-Average Intrinsic Value (in thousands) (1) $16.23 36,554 0.46 — (1) Intrinsic value is calculated as the estimated fair value of the Company’s stock at December 31, 2022 less the warrant exercise price of in-the-money warrants. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company had no income tax expense for the years ended December 31, 2022 and 2021. Due to uncertainties surrounding the realization of its deferred income tax assets in future periods, the Company has recorded a 100% valuation allowance against its net deferred income tax assets. If it is determined in the future that it is more likely than not that any deferred income tax assets are realizable, the valuation allowance will be reduced by the estimated net realizable amounts. For the years ended December 31, 2022 and 2021, the valuation allowance increased by $0.8 million and $4.8 million, respectively, based on changes in deferred tax assets and liabilities. Years Ended December 31, (in thousands) 2022 2021 Income tax benefit at federal statutory rate $ (3,472) $ (3,060) Adjustments for tax effects of: State income tax, net of federal benefit 250 (1,560) Permanent adjustments 17 114 Benefit state rate change 646 — Other 18 (9) Share-based compensation 111 (1,999) Net operating loss write-off 1,599 1,649 Change in valuation allowance 831 4,865 Income tax expense $ — $ — The tax effect of temporary differences and carryforwards that give rise to significant portions of the deferred income tax assets are as follows: Years Ended December 31, (in thousands) 2022 2021 Deferred income tax assets: Net operating loss carryforwards $ 26,574 $ 26,379 Share-based compensation 1,591 2,083 Accrued expenses 349 860 174 Capitalization 1,584 — Other 97 69 30,195 29,391 Less valuation allowance (30,156) (29,324) Total deferred income tax assets 39 67 Deferred tax liability - depreciation (39) (67) Net deferred tax assets $ — $ — In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Generally, the ultimate realization of deferred tax assets is dependent on the generation of future taxable income during the periods in which those temporary differences become deductible. Based on all relevant factors, a valuation allowance of $30.2 million has been established against deferred tax assets as of December 31, 2022 as management determined that it is more likely than not that sufficient taxable income will not be generated to realize those temporary differences. At December 31, 2022, the Company had net operating loss carryforwards of approximately $110 million and $60 million available to reduce future taxable income, if any, for federal and state income tax purposes, respectively. The federal net operating loss carryforward begins expiring in 2022, and the state net operating loss carryforward begins expiring in 2028. It is possible that the Company will not generate taxable income in time to use these net operating loss carryforwards before their expiration. In addition, under Section 382 of the Internal Revenue Code of 1986 (the “Code”), as amended, if a corporation undergoes an “ownership change” (as defined in the Code), the corporation’s ability to use its pre-change tax attributes to offset its post-change income may be limited. In general, an “ownership change” occurs if there is a cumulative change in a “loss corporation’s” (as defined in the Code) ownership by 5% shareholders that exceeds 50 percentage points over a rolling three-year period. The Company has not determined whether such an ownership change has occurred. However, given the equity transactions in which the Company has engaged, the Company believes that the use of the net operating losses shown as deferred tax assets will be significantly limited. Management has evaluated the effect of guidance provided by GAAP regarding accounting for uncertainty in income taxes and determined the Company has no uncertain tax positions that could have a significant impact on its consolidated financial statements. The Company’s federal income tax return for 2019 and subsequent years remain open for examination. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company accounts and transactions have been eliminated. |
Basis of Presentation and Use of Estimates | Basis of Presentation and Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less from the date of purchase. As of December 31, 2022, cash equivalents consisted of U.S. Treasury Bills. |
Short-Term Investments | Short-term investmentsShort-term investments are investments with original maturities greater than three months but less than twelve months from the date of purchase. As of December 31, 2022, short-term investments consisted of U.S. Treasury Bills. The Company classifies the short-term investments as held-to-maturity in accordance with ASC 320, "Investments - Debt and Equity Securities." Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity and are recorded at amortized cost on the accompanying consolidated balance sheet, adjusted for the accretion of discounts using the interest method. |
Inventory | Inventory Inventory is carried at the lower of cost (first-in, first-out method) or net realizable value. Items in inventory relate predominantly to the Company’s ClearPoint system. Software license inventory related to ClearPoint systems undergoing on-site customer evaluation is included in inventory in the accompanying consolidated balance sheets. All other software license inventory is classified as a non-current asset. The Company periodically reviews its inventory for obsolete items and provides a reserve upon identification of potential obsolete items. |
Intangible Assets | Intangible Assets The Company is a party to a license agreement which provides rights to the Company for the development and commercialization of products. Under the term of the license agreement, the Company paid an aggregate $0.8 million to the licensor upon execution of the license agreement for access to the underlying technology and will make future payments based on the achievement of regulatory and commercialization milestones as defined in the license agreement. In 2022, the Company made a payment of $0.6 million to the licensor for the achievement of a regulatory milestone, which acts as a prepayment for future royalties. In conformity with Accounting Standards Codification Section 350, “Intangibles – Goodwill and Other,” the Company amortizes its investment in the upfront license rights described above over an expected useful life of five years, or as commercial sales occur for the royalty prepayment. In addition, the Company periodically evaluates the recoverability of its investment in the license rights and records an impairment charge in the event such evaluation indicates that the Company's investment is not likely to be recovered. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and are depreciated on a straight-line basis over their estimated useful lives, principally three |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company periodically evaluates the recoverability of its long-lived assets (finite-lived intangible assets and property and equipment). Whenever events or changes in circumstances indicate that the carrying amount of such assets may not be fully recoverable, the expected undiscounted future cash flows are compared to the net book value of the related assets. If the net book value of the related assets were to exceed the undiscounted expected future cash flows of the assets, the carrying amount would be reduced to the present value of the expected future cash flows and an impairment loss would be recognized. |
Revenue Recognition | Revenue Recognition The Company’s revenue is comprised primarily of: (1) product revenue resulting from the sale of functional neurosurgery, navigation, therapy, and biologics and drug delivery disposable products; (2) product revenue resulting from the sale of ClearPoint capital equipment and software; (3) revenue resulting from the service, installation, training, and shipping related to ClearPoint capital equipment and software; (4) consultation revenue and clinical case support revenue in connection with customer-sponsored pre-clinical and clinical trials; and (5) license revenue for the granting of a license to develop and commercialize the Company's SmartFlow Cannula devices with Partners' proprietary biologics as a combination product. The Company recognizes revenue when control of the Company’s products and services is transferred to its customers in an amount that reflects the consideration the Company expects to receive from its customers in exchange for those products and services, in a process that involves identifying the contract with a customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. When a contract calls for the satisfaction of multiple performance obligations for a single contract price, the Company typically allocates the contract price among the performance obligations based on the relative stand-alone prices for each such performance obligation customarily charged by the Company. The Company considers a performance obligation satisfied once it has transferred control of a good or service to the customer, meaning the customer has the ability to use and obtain the benefit of the good or service. The Company recognizes revenue for satisfied performance obligations only when it determines there are no uncertainties regarding payment terms or transfer of control. Lines of Business; Timing of Revenue Recognition • Functional neurosurgery navigation product, biologics and drug delivery systems product, and therapy product sales: Revenue from the sale of functional neurosurgery navigation products (consisting of disposable products sold commercially and related to cases utilizing the Company's ClearPoint system), biologics and drug delivery systems (consisting primarily of disposable products related to customer-sponsored clinical trials utilizing the ClearPoint system), and therapy products (consisting primarily of disposable laser-related products used in non-neurosurgical procedures) is generally based on customer purchase orders, the predominance of which require delivery within one week of the order having been placed, and are generally recognized at the point in time of shipping to the customer, which is the point at which legal title, and risks and rewards of ownership, transfer to the customer. For certain customers, legal title and risks and rewards of ownership transfer upon delivery to the customer as stated in their respective contracts, in which case revenue is recognized upon delivery. • Capital equipment and software sales: ◦ Capital equipment and software sales preceded by evaluation periods: The predominance of capital equipment and software sales (consisting of integrated computer hardware and software that are integral components of the Company's ClearPoint system) are preceded by customer evaluation periods. During these evaluation periods, installation of, and training of customer personnel on, the systems have been completed and the systems have been in operation. Accordingly, revenue from capital equipment and software sales following such evaluation periods is recognized at the point in time that the Company is in receipt of an executed purchase agreement or purchase order. ◦ Capital equipment and software sales not preceded by evaluation periods: Revenue from sales of capital equipment and software not having been preceded by an evaluation period is recognized upon delivery to the customer and installation. For capital equipment that does not require installation, revenue is recognized upon shipment, however, for those customers where legal title and risks and rewards of ownership transfer upon delivery, revenue is recognized at such time. For both types of capital equipment and software sales described above, the determination of the point in time at which to recognize revenue represents that point at which the customer has legal title, physical possession, and the risks and rewards of ownership, and the Company has a present right to payment. • Functional neurosurgery navigation and therapy services: The Company recognizes revenue for such services at the point in time that the performance obligation has been satisfied. • Biologics and drug delivery services and other revenue: ◦ Consultation Services: The Company recognizes consultation revenue at the point in time such services are performed. ◦ Clinical Service Access Fees: For contracts in which the Company receives a periodic fixed fee, irrespective of the number of cases attended by the Company's personnel during such periods, revenue is recognized ratably over the period covered by such fees. A time-elapsed output method is used for such fees because the Company transfers control evenly by providing a stand-ready service. ◦ Clinical Service Procedure-Based Fees: The Company recognizes revenue at the point in time a case is attended by Company personnel. ◦ License fees: The Company has determined that license fees represent the use of functional intellectual property as it exists at the point in time at which the license is granted and does not require any significant development or customization. Therefore, the Company recognizes license revenue at the point in time in which the license becomes effective and the intellectual property is made available to the customer. • Capital equipment-related services: ◦ Equipment service: Revenue from service of ClearPoint capital equipment and software previously sold to customers is based on agreements with terms ranging from one The Company may also enter into contracts with customers who own ClearPoint capital equipment, which bundle maintenance and support services and access to software and hardware upgrades made commercially available over the term of the contract, for a single contract price, typically paid on an annual basis. The Company allocates the contract price among the performance obligations based on the relative stand-alone prices for each such performance obligation and recognizes the revenue ratably on a monthly basis. A time-elapsed output method is used as the Company is providing a stand-ready service for each of the performance obligations. ◦ Installation, training, and shipping: Consistent with the Company's recognition of revenue for capital equipment and software sales as described above, fees for installation, training, and shipping in connection with sales of capital equipment and software that have been preceded by customer evaluation periods are recognized as revenue at the point in time the Company is in receipt of an executed purchase order for the equipment and software. Installation, training, and shipping fees related to capital equipment and software sales not having been preceded by an evaluation period are recognized as revenue concurrent with the recognition of revenue of the related capital equipment. The Company operates in one industry segment, and the predominance of its sales are to U.S.-based customers. Payment terms under contracts with customers generally are in a range of 30-60 days after the customers’ receipt of the Company’s invoices. The Company's terms and conditions do not provide for a right of return unless for: (a) product defects; or (b) other conditions subject to the Company's approval. |
Research and Development Costs | Research and Development Costs Costs related to research, design and development of products are charged to research and development expense as incurred. |
Income Taxes | Income TaxesDeferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective income tax bases. Such assets and liabilities are measured using enacted tax rates expected to apply to taxable income or loss in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates is recognized in the period that includes the enactment date. The Company provides a valuation allowance against net deferred income tax assets unless, based upon available evidence, it is more likely than not the deferred income tax assets will be realized. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense. |
Net Loss Per Share | Net Loss Per Share The Company computes net loss per share using the weighted-average number of common shares outstanding during the period. Basic and diluted net loss per share are the same because the conversion, exercise or issuance of all potential common stock equivalents, which comprise the entire amount of the Company’s outstanding common stock options and warrants as described in Note 9, and the potential conversion of the First Closing Notes, as described in Note 7, would be anti-dilutive, due to the reporting of a net loss for each of the periods in the accompanying consolidated statements of operations. |
Share-Based Compensation | Share-Based Compensation The Company accounts for compensation for all arrangements under which employees, directors and others receive shares of stock or other equity instruments (including options and warrants) based on fair value. The fair value of each award is estimated as of the grant date and amortized as compensation expense over the requisite vesting period. The fair values of the Company’s share-based awards are estimated on the grant dates using the Black-Scholes valuation |
Fair Value Determination of Share-Based Transactions | Fair Value Determination of Share-Based TransactionsThe Company’s common stock is traded on the Nasdaq Capital Market under the symbol “CLPT.” Quoted closing stock prices are used as a key input in determining the fair value for share-based transactions. For the period from December 9, 2019 until the Company’s corporate name change and stock trading symbol change on February 12, 2020, the Company’s common stock was traded on the Nasdaq Capital Market under the symbol “MRIC.” |
Concentration Risks and Other Risks and Uncertainties | Concentration Risks and Other Risks and Uncertainties Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company holds substantially all its cash and cash equivalents on deposit with financial institutions in the U.S. that are insured by the Federal Deposit Insurance Corporation or in U.S. government debt securities. At December 31, 2022, the Company had approximately $1.8 million in bank balances that were in excess of the insured limits. At December 31, 2022, one customer accounted for 19% of accounts receivable, and at December 31, 2021, one customer accounted for 15% of accounts receivable. One pharmaceutical customer, a related party who is a stockholder, a noteholder, and who has a representative on the Company's Board of Directors (see Note 7), for whom the Company provides hardware, software, clinical services, and market development services in support of the customer's clinical trials, and from whom the Company earns a quarterly fee, accounted for 15% of total revenue for the year ended December 31, 2022, and of 18% total revenue for the year ended December 31, 2021. Prior to granting credit, the Company performs credit evaluations of its customers’ financial condition, and generally does not require collateral from its customers. The Company will provide an allowance for doubtful accounts when collections become doubtful. The allowance for doubtful accounts at December 31, 2022 and 2021 was $0.1 million and $0.3 million, respectively. The Company is subject to risks common to emerging companies in the medical device industry, including, but not limited to: new technological innovations; acceptance and competitiveness of its products; dependence on key personnel; dependence on key suppliers; dependence on third-party collaboration, license and joint development partners; changes in general economic conditions and interest rates; protection of proprietary technology; compliance with changing government regulations; uncertainty of widespread market acceptance of products; access to credit for capital purchases by customers; and product liability claims. Certain components used in manufacturing have relatively few alternative sources of supply and establishing additional or replacement suppliers for such components cannot be accomplished quickly. The inability of any of these suppliers to fulfill the Company’s supply requirements may negatively impact future operating results. |
Recent Accounting Standards | Recent Accounting Standards Effective January 1, 2021, the Company adopted, on a modified retrospective method of transition, the provisions of Accounting Standards Update No. 2020-06, “Debt – 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” (the “ASU”). The ASU is effective for public companies, other than smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, and for smaller reporting companies, which is the Company’s current classification, for fiscal years beginning after December 31, 2023. However, the ASU permits early adoption, no earlier than for fiscal years beginning after December 31, 2020, and the Company elected such early adoption. The ASU amends prior authoritative literature to reduce the number of accounting models for, among others, convertible debt instruments for which the embedded conversion features of such instruments had previously been required to be separated from the host contract. The Company determined that the conversion feature embedded in the Second Closing Note (see Note 7) was within the scope of the ASU. Accordingly, the discount originally recorded in connection with the issuance of the Second Closing Note and a corresponding amount recorded in additional paid-in capital, each in the amount of approximately $3.1 million at the date of issuance of the Second Closing Note, were reversed as of the date of adoption of the ASU. In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments - Credit Losses (Topic 326)," which replaces the current incurred loss impairment methodology for most financial assets with the current expected credit loss, or CECL, methodology. The series of new guidance amends the impairment model by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments, including trade receivables. The guidance is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. We are currently evaluating the impact that the new guidance will have on our financial statements. |
Reclassifications | Reclassifications The accompanying consolidated statement of operations for the year ended December 31, 2022 contains certain items formerly classified as sales and marketing expenses and research and development that have been reclassified to cost of revenue. Additionally, in 2022, the Company is classifying share-based compensation in the same income statement line items as the cash compensation paid to those employees, rather than in general and administrative expense. The accompanying consolidated statement of operations for the year ended December 31, 2021 has been conformed to the 2022 presentation. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue Recognition [Abstract] | |
Schedule of Revenue by Service Line | Revenue by Service Line Years Ended December 31, (in thousands) 2022 2021 Functional neurosurgery navigation and therapy Disposable products $ 7,587 $ 7,696 Services 1,537 375 Subtotal – Functional neurosurgery navigation and therapy 9,124 8,071 Biologics and drug delivery Disposable products 3,690 3,353 Services and license fees 5,430 3,442 Subtotal – Biologics and drug delivery revenue 9,120 6,795 Capital equipment and software Systems and software products 1,512 864 Services 795 569 Subtotal – Capital equipment and software revenue 2,307 1,433 Total revenue $ 20,551 $ 16,299 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following as of December 31: (in thousands) 2022 2021 Raw materials and work in process $ 6,513 $ 2,718 Software licenses 210 210 Finished goods 2,580 2,010 Inventory included in current assets 9,303 4,938 Software licenses – non-current 450 519 $ 9,753 $ 5,457 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property and equipment consist of the following as of December 31: (in thousands) 2022 2021 Equipment $ 1,511 $ 1,440 Furniture and fixtures 112 112 Leasehold improvements 201 201 Computer equipment and software 150 150 Loaned systems 601 525 2,575 2,428 Less accumulated depreciation and amortization (1,769) (1,889) Total property and equipment, net $ 806 $ 539 |
Note Payable (Tables)
Note Payable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule Notes Payable Maturities | Scheduled principal payment as of December 31, 2022 with respect to note payable are summarized as follows: Years ending December 31, (in thousands) 2025 $ 10,000 Total scheduled principal payments 10,000 Less unamortized discounts and financing costs (107) $ 9,893 |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments | As of December 31, 2022, future minimum lease payments are as follows: Years ending December 31, (in thousands) 2023 $ 594 2024 582 2025 486 2026 500 Total minimum payments 2,162 Less: Discount to present value of lease payments (69) Discounted present value of lease payments $ 2,093 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Summary of Share-Based Compensation Expense | The following table sets forth share-based compensation expense included in the consolidated statements of operations: Years Ended December 31, (in thousands) 2022 2021 Cost of revenue $ 63 $ 30 Research and development 1,060 464 Sales and marketing 809 351 General and administrative 2,194 1,233 Share-based compensation expense $ 4,126 $ 2,078 Share-based compensation expense by type of share-based award: Years Ended December 31, (in thousands) 2022 2021 Stock options $ 1,076 $ 686 RSAs and RSUs 2,828 1,314 ESPP 222 78 $ 4,126 $ 2,078 Total unrecognized compensation expense by type of award and the weighted-average remaining requisite service period over which such expense is expected to be recognized (in thousands, unless otherwise noted): December 31, 2022 Unrecognized Expense Remaining Weighted-Average Recognition Period (in years) Stock options 1,306 1.87 RSAs and RSUs 5,649 2.13 |
Summary of Stock Option Activity | Stock option activity under all of the Company’s Plans as of and for the year ended December 31, 2022 is summarized below: Stock Options Weighted-average Weighted-average Remaining Contractual Life (in years) Intrinsic Value (in thousands) (1) Outstanding at December 31, 2021 1,350,473 $ 10.10 Granted 147,723 $ 10.91 Exercised (30,000) $ 2.45 Forfeited or expired (69,910) $ 43.27 Outstanding at December 31, 2022 1,398,286 $ 8.69 6.11 $ 5,328 Exercisable at December 31, 2022 1,133,621 $ 8.12 5.47 $ 5,113 Vested and expected to vest at December 31, 2022 1,398,286 $ 8.69 6.11 $ 5,328 (1) Intrinsic value is calculated as the estimated fair value of the Company’s stock at December 31, 2022 less the option exercise price of in-the-money options. |
Summary of Non-vested Stock Options | A summary of the status of the Company’s non-vested stock options for the year ended December 31, 2022 is presented below: Non-vested Stock Options Weighted - Average Nonvested, December 31, 2021 291,220 $ 5.38 Granted 147,723 $ 8.21 Vested (169,987) $ 5.16 Forfeited or expired (4,291) $ 10.33 Nonvested, December 31, 2022 264,665 $ 7.19 |
Summary of Fair Value Assumptions | The fair value of each stock option is estimated on the date of grant using the Black-Scholes valuation model utilizing the following weighted average assumptions for options granted during the years ended December 31, 2022 and 2021: Years Ended December 31, 2022 2021 Risk-free interest rate 3.07% 0.95% Expected life (in years) 5.93 5.86 Estimated volatility 90.02% 57.20% Expected dividends None None Weighted-average grant date fair value $8.21 $9.48 The fair value of the purchase options under the Purchase Plan are estimated at the beginning of the purchase period using the Black-Scholes valuation model utilizing the following assumptions: 2022 2021 Risk-free interest rate 0.22% - 2.52% 0.05% Expected life (in years) 0.5 0.5 Estimated volatility 61.29% - 78.23% 57.82% Expected dividends None None Fair value of purchase right $4.14 $5.78 |
Summary of Restricted Stock Awards Activity | RSA and RSU activity as of and for the year ended December 31, 2022 is summarized below: Restricted Stock Award Weighted - Average Outstanding, December 31, 2021 380,105 $ 10.41 Granted 527,726 $ 10.97 Vested (180,505) $ 13.09 Forfeited or expired (29,791) $ 14.22 Outstanding, December 31, 2022 697,535 $ 11.11 |
Summary of Common Stock Warrant Activity | Common stock warrant activity for the year ended December 31, 2022 is as follows: Shares Weighted - Average Outstanding at December 31, 2021 668,907 $ 2.97 Exercised (462,353) $ 2.20 Terminated (170,000) $ 2.20 Outstanding at December 31, 2022 36,554 $ 16.23 Information regarding outstanding warrants at December 31, 2022 is as follows (contractual life expressed in years): Exercise Number Weighted-Average Intrinsic Value (in thousands) (1) $16.23 36,554 0.46 — (1) Intrinsic value is calculated as the estimated fair value of the Company’s stock at December 31, 2022 less the warrant exercise price of in-the-money warrants. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | Years Ended December 31, (in thousands) 2022 2021 Income tax benefit at federal statutory rate $ (3,472) $ (3,060) Adjustments for tax effects of: State income tax, net of federal benefit 250 (1,560) Permanent adjustments 17 114 Benefit state rate change 646 — Other 18 (9) Share-based compensation 111 (1,999) Net operating loss write-off 1,599 1,649 Change in valuation allowance 831 4,865 Income tax expense $ — $ — |
Schedule of Deferred Tax Assets and Liabilities | The tax effect of temporary differences and carryforwards that give rise to significant portions of the deferred income tax assets are as follows: Years Ended December 31, (in thousands) 2022 2021 Deferred income tax assets: Net operating loss carryforwards $ 26,574 $ 26,379 Share-based compensation 1,591 2,083 Accrued expenses 349 860 174 Capitalization 1,584 — Other 97 69 30,195 29,391 Less valuation allowance (30,156) (29,324) Total deferred income tax assets 39 67 Deferred tax liability - depreciation (39) (67) Net deferred tax assets $ — $ — |
Description of the Business a_2
Description of the Business and Financial Condition (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Feb. 23, 2021 USD ($) shares | Dec. 29, 2020 USD ($) | Jan. 31, 2020 USD ($) investor | Dec. 31, 2022 USD ($) company | Dec. 31, 2021 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Number of Companies | company | 50 | ||||
Cumulative deficit | $ 150,367 | $ 133,932 | |||
Cash used in operating activities | 16,167 | 12,697 | |||
Secured convertible notes | 9,893 | 9,838 | |||
Proceeds from issuance of common stock | $ 0 | $ 46,785 | |||
IPO | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Sale of stock, shares issued (in shares) | shares | 2,127,660 | ||||
Proceeds from issuance of common stock | $ 46,800 | ||||
Security Purchase Agreement | 2020 Secured Notes | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Debt instrument, number of investors | investor | 2 | ||||
Secured convertible notes | $ 17,500 | ||||
Proceeds from debt, net of issuance costs | $ 16,800 | ||||
Security Purchase Agreement | Second Closing Note | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Increase in secured convertible notes | $ 7,500 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Product Information [Line Items] | |||
Number of operating segments | segment | 1 | ||
Unrecognized tax benefits, accrued interest or penalties | $ 0 | $ 0 | |
Cash, uninsured amount | 1,800,000 | ||
Allowance for doubtful accounts | 100,000 | 300,000 | |
Stockholders' equity attributable to parent | (36,887,000) | (48,787,000) | $ (2,377,000) |
Additional Paid-in Capital | |||
Product Information [Line Items] | |||
Stockholders' equity attributable to parent | $ (187,008,000) | $ (182,482,000) | (121,729,000) |
Revision of Prior Period, Accounting Standards Update, Adjustment | |||
Product Information [Line Items] | |||
Stockholders' equity attributable to parent | 3,107,000 | ||
Revision of Prior Period, Accounting Standards Update, Adjustment | Additional Paid-in Capital | |||
Product Information [Line Items] | |||
Stockholders' equity attributable to parent | $ 3,107,000 | ||
Accounts Receivable | Customer Concentration Risk | One Customer | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 19% | 15% | |
Revenue Benchmark | Customer Concentration Risk | Investor | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 15% | 18% | |
Minimum | |||
Product Information [Line Items] | |||
Estimated useful life (in years) | 3 years | ||
Term of service agreements (in years) | 1 year | ||
Payment terms (in days) | 30 days | ||
Maximum | |||
Product Information [Line Items] | |||
Estimated useful life (in years) | 5 years | ||
Term of service agreements (in years) | 3 years | ||
Payment terms (in days) | 60 days | ||
License Agreement Terms | |||
Product Information [Line Items] | |||
Payments to acquire productive assets | $ 800,000 | ||
Prepayment for future royalties | $ 600,000 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Revenue by Service Line (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 20,551 | $ 16,299 |
Functional Neurosurgery Navigation and Therapy - Disposable Products | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 7,587 | 7,696 |
Functional Neurosurgery Navigation and Therapy - Services | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,537 | 375 |
Subtotal - Functional Neurosurgery Navigation and Therapy | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 9,124 | 8,071 |
Biologics and Drug Delivery - Disposable Products | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 3,690 | 3,353 |
Biologics And Drug Delivery - Services And License Fees | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 5,430 | 3,442 |
Subtotal - Biologics and Drug Delivery | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 9,120 | 6,795 |
Capital Equipment and Software - Systems and Software Products | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,512 | 864 |
Capital Equipment and Software - Services | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 795 | 569 |
Subtotal - Capital Equipment and Software Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 2,307 | $ 1,433 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Disaggregation of Revenue [Line Items] | ||
Deferred contract costs | $ 0.3 | |
Refund liability | $ 0.5 | |
Minimum | ||
Disaggregation of Revenue [Line Items] | ||
Contract liabilities, service agreements, terms (in years) | 1 year | |
Maximum | ||
Disaggregation of Revenue [Line Items] | ||
Contract liabilities, service agreements, terms (in years) | 3 years | |
Capital Equipment and Software-Related Service | ||
Disaggregation of Revenue [Line Items] | ||
Deferred revenue | $ 0.5 | $ 0.3 |
Revenue, remaining performance obligation, amount | $ 1 | |
Capital Equipment and Software-Related Service | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, remaining performance obligation, percentage | 62% | |
Revenue, remaining performance obligation, period | 12 months |
Fair Value Measurement (Details
Fair Value Measurement (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value Disclosures [Abstract] | ||
Cash and cash equivalents | $ 27,615 | $ 54,109 |
Short-term investments | $ 9,874 | $ 0 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials and work in process | $ 6,513 | $ 2,718 |
Software licenses | 210 | 210 |
Finished goods | 2,580 | 2,010 |
Inventory included in current assets | 9,303 | 4,938 |
Software licenses – non-current | 450 | 519 |
Inventories, Total | $ 9,753 | $ 5,457 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 2,575 | $ 2,428 |
Less accumulated depreciation and amortization | (1,769) | (1,889) |
Total property and equipment, net | 806 | 539 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,511 | 1,440 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 112 | 112 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 201 | 201 |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 150 | 150 |
Loaned systems | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 601 | $ 525 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 0.1 | $ 0.1 |
Note Payable - Narrative (Detai
Note Payable - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | |||||||
Jan. 29, 2020 USD ($) investor $ / shares | Nov. 30, 2021 USD ($) shares | May 31, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | Nov. 03, 2021 USD ($) | Dec. 31, 2020 USD ($) $ / shares | Dec. 29, 2020 USD ($) $ / shares | |
Debt Instrument [Line Items] | ||||||||
Secured convertible notes | $ 9,893 | $ 9,838 | ||||||
Debt related commitment fees and debt issuance costs | $ 200 | |||||||
Security Purchase Agreement | Convertible Debt | 2020 Convertible Notes | Investor | ||||||||
Debt Instrument [Line Items] | ||||||||
Secured convertible notes | $ 10,000 | |||||||
Debt instrument, convertible, conversion price (in usd per share) | $ / shares | $ 6 | |||||||
Security Purchase Agreement | Convertible Debt | First Closing Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Secured convertible notes | $ 100 | $ 200 | ||||||
Debt instrument, convertible, conversion price (in usd per share) | $ / shares | $ 6 | $ 6 | ||||||
Debt instrument, number of investors | investor | 2 | |||||||
Debt instrument, face amount | $ 17,500 | |||||||
Debt instrument, variable interest rate | 2 | |||||||
Debt instrument, basis spread on variable rate | 2% | |||||||
Debt conversion, conversion amount | $ 7,500 | |||||||
Accrued interest in conversion of debt | $ 40 | |||||||
Debt conversion, shares issued (in shares) | shares | 1,256,143 | |||||||
Security Purchase Agreement | Convertible Debt | Second Closing Note | ||||||||
Debt Instrument [Line Items] | ||||||||
Secured convertible notes | $ 3,100 | |||||||
Debt conversion, shares issued (in shares) | shares | 773,446 | |||||||
Additional rights, principal amount | $ 5,000 | |||||||
Amount of accrued and paid-in kind interest included in converted debt | $ 300 | |||||||
Share price (in usd per share) | $ / shares | $ 14.34 | |||||||
Security Purchase Agreement | Convertible Debt | Third Closing Note | ||||||||
Debt Instrument [Line Items] | ||||||||
Additional rights, principal amount | $ 10,000 | |||||||
Security Purchase Agreement Amended | Convertible Debt | Second Closing Note | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, convertible, conversion price (in usd per share) | $ / shares | $ 10,140 | |||||||
Debt instrument, face amount | $ 7,500 | $ 7,500 | $ 7,500 | |||||
Cash interest rate | 2% | |||||||
Payment-in-kind interest rate | 5% |
Note Payable - Schedule Notes P
Note Payable - Schedule Notes Payable Maturities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2025 | $ 10,000 |
Total scheduled principal payments | 10,000 |
Less unamortized discounts and financing costs | (107) |
Total | $ 9,893 |
Commitments - Narrative (Detail
Commitments - Narrative (Details) | 12 Months Ended | |
Nov. 30, 2022 USD ($) ft² option_to_extend | Dec. 31, 2022 USD ($) | |
Lessee, Lease, Description [Line Items] | ||
Future minimum lease payments | $ 2,162,000 | |
Right-of-use assets obtained in exchange for operating lease liability | $ 200,000 | |
Operating lease, weighted average remaining lease term | 3 years 9 months | |
Operating lease, weighted average discount rate, percent | 8.80% | |
Lease, cost | $ 500,000 | |
Purchase orders and contractual obligations | $ 3,400,000 | |
Contractual obligation in the ordinary course of business, term | 1 year | |
License and collaboration agreement, minimum purchase commitment term | 5 years | |
Minimum purchase commitment | $ 2,100,000 | |
Office Lease - Irvine, California | ||
Lessee, Lease, Description [Line Items] | ||
Lessee, operating lease, renewal term | 5 years | |
Office Lease - Solana Beach, California | ||
Lessee, Lease, Description [Line Items] | ||
Lessee, operating lease, term of contract | 5 years | |
Leased Office And Manufacturing Facility | ||
Lessee, Lease, Description [Line Items] | ||
Square footage of leased space | ft² | 19,462 | |
Base rent per month | $ 36,977.8 | |
Annual increase of base rent per month | 3.50% | |
Number of options to extend | option_to_extend | 2 | |
Future minimum lease payments | $ 5,100,000 | |
Leased Office And Manufacturing Facility | Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Lessee, operating lease, renewal term | 36 months | |
Leased Office And Manufacturing Facility | Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Lessee, operating lease, renewal term | 60 months |
Commitments - Schedule of Futur
Commitments - Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2023 | $ 594 |
2024 | 582 |
2025 | 486 |
2026 | 500 |
Total minimum payments | 2,162 |
Less: Discount to present value of lease payments | (69) |
Discounted present value of lease payments | $ 2,093 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Jun. 03, 2021 | Feb. 23, 2021 | Jul. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 02, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Proceeds from public offering of common stock, net of offering costs | $ 0 | $ 46,785 | |||||
Share-based payment award, options, outstanding, number (in shares) | 1,398,286 | 1,398,286 | 1,350,473 | ||||
Weighted-average grant date fair value | $ 8.21 | $ 9.48 | |||||
Purchase plan, shares purchased (in shares) | 56,561 | ||||||
Expected dividends | 0% | ||||||
Share-based compensation expense | $ 4,126 | $ 2,078 | |||||
Stock options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percent of fair market value of common stock on the date of grant threshold | 100% | ||||||
Expiration period | 10 years | ||||||
Share-based compensation expense | $ 1,076 | $ 686 | |||||
Unrecognized Expense | $ 1,306 | $ 1,306 | |||||
Non-vested Stock Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted-average grant date fair value | $ 8.21 | $ 9.48 | |||||
Intrinsic value of stock options exercised | $ 300 | $ 11,400 | |||||
Grant-date fair value of stock options vested | 900 | 300 | |||||
RSAs and RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Fair value of RSAs vested | 1,600 | 600 | |||||
Share-based compensation expense | 2,828 | $ 1,314 | |||||
Unrecognized Expense | $ 5,649 | $ 5,649 | |||||
RSAs and RSUs | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vest in annual installments | 2 years | ||||||
RSAs and RSUs | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vest in annual installments | 3 years | ||||||
IPO | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Sale of stock, shares issued (in shares) | 2,127,660 | ||||||
Common stock initially offered at public offering | 1,850,140 | ||||||
Sale of stock, price per share (in usd per share) | $ 23.50 | ||||||
Shares sold pursuant to exercise of underwriters option (in shares) | 277,520 | ||||||
Price per share for underwriters option to purchase (in usd per share) | $ 22.09 | ||||||
Proceeds from public offering of common stock, net of offering costs | $ 46,800 | ||||||
Third Amended and Restated 2013 Incentive Compensation Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock, capital shares reserved for future issuance (in shares) | 1,200,000 | ||||||
Amended and Restated 2013 Incentive Compensation Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock, capital shares reserved for future issuance (in shares) | 4,156,250 | 4,156,250 | |||||
Share-based payment award, options, outstanding, number (in shares) | 1,582,821 | 1,582,821 | |||||
Share-based compensation, number of shares available for grant | 1,286,967 | 1,286,967 | |||||
Employee Stock Purchase Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation, number of shares available for grant | 400,000 | 320,521 | 320,521 | ||||
Weighted-average grant date fair value | $ 4.14 | $ 5.78 | |||||
Purchase plan, purchase price of common stock, percent of fair value | 85% | ||||||
Purchase plan, maximum employee subscription rate | 15% | ||||||
Purchase plan, maximum purchase value during offering period, per employee | $ 25 | ||||||
Purchase plan, maximum number of shares per employee (in shares) | 3,500 | ||||||
Purchase period | 6 months | 6 months | 6 months | ||||
Purchase plan, per share weighted average price of shares purchased (in usd per share) | $ 8.44 | $ 8.44 | |||||
Expected dividends | 0% | 0% | |||||
Director | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Trading days | 5 days | ||||||
Stock issued during period, shares, issued for services (in shares) | 15,059 | 6,386 | |||||
Stock issued during period, value, issued for services | $ 200 | $ 100 | |||||
Director | RSAs and RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vest in annual installments | 1 year |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Share Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 4,126 | $ 2,078 |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 1,076 | 686 |
RSAs and RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 2,828 | 1,314 |
ESPP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 222 | 78 |
Cost of revenue | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 63 | 30 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 1,060 | 464 |
Sales and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 809 | 351 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 2,194 | $ 1,233 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Unrecognized Compensation Expense and Weighted-Average Requisite Period (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Remaining Weighted-Average Recognition Period (in years) | 6 years 1 month 9 days |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Expense | $ 1,306 |
Remaining Weighted-Average Recognition Period (in years) | 1 year 10 months 13 days |
RSAs and RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Expense | $ 5,649 |
Remaining Weighted-Average Recognition Period (in years) | 2 years 1 month 17 days |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Stock Options | |
Outstanding at beginning (in shares) | shares | 1,350,473 |
Granted (in shares) | shares | 147,723 |
Exercised (in shares) | shares | (30,000) |
Forfeited or expired (in shares) | shares | (69,910) |
Outstanding at ending (in shares) | shares | 1,398,286 |
Exercisable at ending (in shares) | shares | 1,133,621 |
Vested and expected to vest at ending (in shares) | shares | 1,398,286 |
Weighted-average Exercise price per share | |
Outstanding at beginning (in usd per share) | $ / shares | $ 10.10 |
Granted (in used per share) | $ / shares | 10.91 |
Exercised (in usd per share) | $ / shares | 2.45 |
Forfeited and expired (in usd per share) | $ / shares | 43.27 |
Outstanding at ending (in usd per share) | $ / shares | 8.69 |
Exercisable at ending (in usd per share) | $ / shares | 8.12 |
Vested and expected to vest (in usd per share) | $ / shares | $ 8.69 |
Weighted-average Remaining Contractual Life (in years) | |
Remaining Weighted-Average Recognition Period (in years) | 6 years 1 month 9 days |
Exercisable at ending (in years) | 5 years 5 months 19 days |
Vested and expected to vest (in years) | 6 years 1 month 9 days |
Intrinsic value, outstanding | $ | $ 5,328 |
Intrinsic value, exercisable | $ | 5,113 |
Intrinsic value, vested and expected to vest | $ | $ 5,328 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Non-vested Stock Options (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Non-vested Stock Options | ||
Balance at beginning (in shares) | 291,220 | |
Granted (in shares) | 147,723 | |
Vested (in shares) | (169,987) | |
Forfeited or expired (in shares) | (4,291) | |
Balance at ending (in shares) | 264,665 | 291,220 |
Weighted - Average Grant Date Fair Value | ||
Balance at beginning (in usd per share) | $ 5.38 | |
Granted (in usd per share) | 8.21 | $ 9.48 |
Vested (in usd per share) | 5.16 | |
Forfeited or expired (in usd per share) | 10.33 | |
Balance at ending (in usd per share) | $ 7.19 | $ 5.38 |
Stockholders' Equity - Summar_3
Stockholders' Equity - Summary of Weighted Average Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Risk-free interest rate | 3.07% | 0.95% |
Expected life (in years) | 5 years 11 months 4 days | 5 years 10 months 9 days |
Estimated volatility | 90.02% | 57.20% |
Expected dividends | 0% | |
Weighted-average grant date fair value | $ 8.21 | $ 9.48 |
Stockholders' Equity - Schedu_3
Stockholders' Equity - Schedule of Restricted Stock Award Activity (Details) - RSAs and RSUs | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Restricted Stock Award | |
Outstanding at beginning (in shares) | shares | 380,105 |
Granted (in shares) | shares | 527,726 |
Vested (in shares) | shares | (180,505) |
Forfeited or expired (in shares) | shares | (29,791) |
Outstanding at ending (in shares) | shares | 697,535 |
Weighted - Average Grant Date Fair Value | |
Outstanding at beginning (in usd per share) | $ / shares | $ 10.41 |
Granted (in usd per share) | $ / shares | 10.97 |
Vested (in usd per share) | $ / shares | 13.09 |
Forfeited or expired (in usd per share) | $ / shares | 14.22 |
Outstanding at ending (in usd per share) | $ / shares | $ 11.11 |
Stockholders' Equity - Summar_4
Stockholders' Equity - Summary of Fair Value Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 3.07% | 0.95% |
Expected life (in years) | 5 years 11 months 4 days | 5 years 10 months 9 days |
Estimated volatility | 90.02% | 57.20% |
Expected dividends | 0% | |
Weighted-average grant date fair value | $ 8.21 | $ 9.48 |
Employee Stock Purchase Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate, minimum | 0.22% | |
Risk-free interest rate, maximum | 2.52% | |
Risk-free interest rate | 0.05% | |
Expected life (in years) | 6 months | 6 months |
Estimated volatility, minimum | 61.29% | |
Estimated volatility, maximum | 78.23% | |
Estimated volatility | 57.82% | |
Expected dividends | 0% | 0% |
Weighted-average grant date fair value | $ 4.14 | $ 5.78 |
Stockholders' Equity - Schedu_4
Stockholders' Equity - Schedule of Common Stock Warrant Activity (Details) - Common Stock Warrants $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Shares | |
Outstanding at beginning (in shares) | shares | 668,907 |
Exercised (in shares) | shares | (462,353) |
Terminated (in shares) | shares | (170,000) |
Outstanding at ending (in shares) | shares | 36,554 |
Weighted - Average Exercise Price | |
Outstanding at beginning (in usd per share) | $ / shares | $ 2.97 |
Exercised (in usd per share) | $ / shares | 2.20 |
Terminated (in usd per share) | $ / shares | 2.20 |
Outstanding at ending (in usd per share) | $ / shares | 16.23 |
Outstanding Warrants | |
Exercise Price | $ / shares | $ 16.23 |
Number Outstanding | shares | 36,554 |
Weighted-Average Remaining Contractual Life | 5 months 15 days |
Intrinsic value | $ | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Income tax expense (benefit) | $ 0 | $ 0 |
Percentage of valuation allowance | 100% | |
Valuation allowance | $ 800,000 | 4,800,000 |
Valuation allowance against deferred tax | 30,156,000 | $ 29,324,000 |
Domestic Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss | 110,000,000 | |
State and Local Jurisdiction | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss | $ 60,000,000 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit at federal statutory rate | $ (3,472,000) | $ (3,060,000) |
State income tax, net of federal benefit | 250,000 | (1,560,000) |
Permanent adjustments | 17,000 | 114,000 |
Benefit state rate change | 646,000 | 0 |
Other | 18,000 | (9,000) |
Share-based compensation | 111,000 | (1,999,000) |
Net operating loss write-off | 1,599,000 | 1,649,000 |
Change in valuation allowance | 831,000 | 4,865,000 |
Income tax expense | $ 0 | $ 0 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred income tax assets: | ||
Net operating loss carryforwards | $ 26,574 | $ 26,379 |
Share-based compensation | 1,591 | 2,083 |
Accrued expenses | 349 | 860 |
174 Capitalization | 1,584 | 0 |
Other | 97 | 69 |
Deferred income tax assets (liabilities), gross | 30,195 | 29,391 |
Less valuation allowance | (30,156) | (29,324) |
Total deferred income tax assets | 39 | 67 |
Deferred tax liability - depreciation | (39) | (67) |
Net deferred tax assets | $ 0 | $ 0 |
Uncategorized Items - clpt-2022
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2020-06 [Member] |