Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 11, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | SSTI | |
Entity Registrant Name | ShotSpotter, Inc. | |
Entity Central Index Key | 1,351,636 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 9,604,957 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 35,120 | $ 3,865 |
Accounts receivable | 3,082 | 2,410 |
Prepaid expenses and other current assets | 882 | 567 |
Restricted cash | 30 | 30 |
Total current assets | 39,114 | 6,872 |
Property and equipment, net | 10,478 | 8,959 |
Intangible assets, net | 68 | 66 |
Other assets | 164 | 220 |
Total assets | 49,824 | 16,117 |
Current liabilities | ||
Accounts payable | 1,710 | 1,336 |
Deferred revenue, short-term | 13,933 | 10,863 |
Accrued expenses and other current liabilities | 2,490 | 2,359 |
Notes payable, net of current maturities | 3,000 | 667 |
Total current liabilities | 21,133 | 15,225 |
Notes payable, net of current maturities and unamortized debt issuance costs | 10,122 | 11,012 |
Convertible preferred stock warrant liability | 1,875 | |
Deferred revenue, long-term | 3,127 | 3,112 |
Other liabilities | 68 | 24 |
Total liabilities | 34,450 | 31,248 |
Commitments and contingencies (Note 12) | ||
Stockholders' (deficit) equity: | ||
Common stock | 48 | 8 |
Additional paid-in capital | 108,829 | 30,403 |
Accumulated deficit | (93,482) | (87,615) |
Accumulated other comprehensive loss | (21) | (2) |
Total stockholders' (deficit) equity | 15,374 | (57,206) |
Total liabilities and stockholders' (deficit) equity | $ 49,824 | 16,117 |
Series B-1 Convertible Preferred Stock | ||
Current liabilities | ||
Preferred stock | 22,075 | |
Series A-2 Convertible Preferred Stock | ||
Current liabilities | ||
Preferred stock | $ 20,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenues | $ 5,836 | $ 3,935 | $ 10,398 | $ 6,979 |
Cost of revenues | 2,687 | 2,434 | 5,362 | 4,631 |
Gross profit | 3,149 | 1,501 | 5,036 | 2,348 |
Operating expenses | ||||
Sales and marketing | 1,369 | 1,335 | 2,477 | 2,336 |
Research and development | 928 | 1,038 | 1,962 | 2,186 |
General and administrative | 971 | 558 | 1,901 | 1,106 |
Total operating expenses | 3,268 | 2,931 | 6,340 | 5,628 |
Operating loss | (119) | (1,430) | (1,304) | (3,280) |
Other expense, net | ||||
Remeasurement of convertible preferred stock warrant liability | (3,725) | (551) | (3,725) | (551) |
Interest expense, net | (445) | (310) | (810) | (611) |
Other expense, net | (17) | (7) | (28) | (15) |
Total expense, net | (4,187) | (868) | (4,563) | (1,177) |
Net loss | $ (4,306) | $ (2,298) | $ (5,867) | $ (4,457) |
Net loss per share, basic and diluted | $ (1.16) | $ (1.44) | $ (2.19) | $ (2.79) |
Weighted average shares used in computing net loss per share, basic and diluted | 3,724,760 | 1,601,005 | 2,678,787 | 1,596,279 |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (4,306) | $ (2,298) | $ (5,867) | $ (4,457) |
Other comprehensive loss: | ||||
Change in foreign currency translation adjustment | (6) | (19) | ||
Comprehensive loss | $ (4,312) | $ (2,298) | $ (5,886) | $ (4,457) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (5,867,000) | $ (4,457,000) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 1,408,000 | 1,216,000 |
Stock-based compensation | 75,000 | 34,000 |
Amortization of debt issuance costs | 84,000 | 64,000 |
Remeasurement of convertible preferred stock warrant liability | 3,725,000 | 551,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (666,000) | (2,417,000) |
Prepaid expenses and other assets | (201,000) | 4,000 |
Accounts payable | (307,000) | 469,000 |
Accrued expenses and other current liabilities | (216,000) | 763,000 |
Deferred revenue | 3,049,000 | 3,122,000 |
Net cash (used in) provided by operating activities | 1,084,000 | (651,000) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (2,870,000) | (2,149,000) |
Investment in intangible and other assets | (24,000) | (19,000) |
Net cash used in investing activities | (2,894,000) | (2,168,000) |
Cash flows from financing activities: | ||
Proceeds from initial public offering, net of commissions and discounts | 32,426,000 | |
Proceeds from notes payable | 1,500,000 | |
Payment of debt issuance costs | (30,000) | |
Payments of offering costs | (846,000) | |
Proceeds from exercise of stock options | 10,000 | 12,000 |
Net cash provided by financing activities | 33,060,000 | 12,000 |
Increase (decrease) in cash and cash equivalents | 31,250,000 | (2,807,000) |
Effect of exchange rate on cash and cash equivalents | 5,000 | |
Cash and cash equivalents at beginning of year | 3,865,000 | 4,124,000 |
Cash and cash equivalents at end of year | 35,120,000 | 1,317,000 |
Supplemental cash flow disclosures: | ||
Cash paid for interest | 721,000 | $ 487,000 |
Supplemental disclosure of non-cash financing activities: | ||
Conversion of convertible preferred stock into common stock | 42,075,000 | |
Reclassification of convertible preferred stock warrant liability into additional paid-in capital | 5,711,000 | |
Issuance of warrants in connection with the issuance of notes payable to a financial institution | 111,000 | |
Deferred offering costs included in accounts payable and accruals | $ 986,000 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Description of Business | Note 1. Organization and Description of Business ShotSpotter, Inc. (the "Company") provides gunshot detection solutions that help law enforcement officials and security personnel identify, locate and deter gun violence. The Company offers its software solutions on a SaaS-based subscription model to its customers. The Company's principal executive offices are located in Newark, California. The Company has one subsidiary, ShotSpotter (Pty) Ltd. formed in South Africa. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2017 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 2. Initial Public Offering In June 2017, the Company completed its initial public offering (“IPO”) in which the Company sold 3,220,000 shares of its common stock at an IPO price of $11.00 per share, which includes the sale of 420,000 shares of common stock upon the full exercise of the underwriters’ over-allotment option. The Company received net proceeds of $32.4 million, excluding underwriting discounts and commissions, which was recorded to additional paid-in capital. The Company’s common stock commenced trading on the NASDAQ Capital Market on June 7, 2017 under the trading symbol “SSTI.” • Immediately prior to the IPO, all outstanding Series B-1 convertible preferred stock warrants were remeasured at fair value using the Black-Scholes model, resulting in a loss of $3.7 million which was recorded in other expense, net. • Upon the closing of the IPO, the entire balance of $5.7 million in convertible preferred stock warrant liability was reclassified to additional paid-in capital. All preferred stock warrants were converted into common stock warrants. In addition, the Company issued to the lead underwriter in the IPO a warrant to purchase up to 84,000 shares of its common stock. See Note 10, Convertible Preferred Stock Warrants and Common Stock Warrants , for further details regarding the warrants. • Upon the closing of the IPO, all shares of the then-outstanding convertible preferred stock were converted into 4,689,753 shares of common stock. This resulted in a reclassification of $42.1 million to additional paid-in capital. • Offering costs incurred by the Company were approximately $1.8 million, excluding underwriting commissions and discounts, which was recorded to additional paid-in capital. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the final prospectus filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1933, on June 8, 2017 (the “Prospectus”). The condensed consolidated balance sheet as of December 31, 2016, included herein, was derived from the audited financial statements as of that date, but does not include all disclosures including certain notes required by U.S. GAAP on an annual reporting basis. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year 2017 or any future period. June 2017 Amended and Restated Certificate of Incorporation Prior to the IPO, the Company’s Board of Directors (the “Board”) and stockholders approved an amendment (the “Charter Amendment”) to the Pre-IPO Certificate and an amended and restated certificate of incorporation (“Post-IPO Certificate”) that became effective on June 12, 2017. The Charter Amendment increased the number of authorized shares of common stock from 8,600,000 to 500,000,000. Under the Post-IPO Certificate, the Company is authorized to issue two classes of stock to be designated Common Stock and Preferred Stock. See Note 8, Capital Stock March 2017 Amendment and Restatement of Certificate of Incorporation On March 27, 2017, the Company's Board and stockholders approved an amendment and restatement of the Company’s then-existing certificate of incorporation (the “Pre-IPO Certificate”) to provide, among other changes, that each share of Series A-2 convertible preferred stock would automatically convert into 0.715548 shares of common stock upon the consummation of an initial public offering of the Company’s capital stock. All share and per share data related to balance sheet and net loss information in the accompanying condensed consolidated financial statements and their related notes have been retroactively adjusted to give effect to the application of this conversion feature when presenting the Series A-2 convertible preferred stock on an as-converted basis. The Pre-IPO Certificate also provided for (1) an increase in the total number of authorized shares to 14,550,000 and (2) an increase in the number of authorized shares of common stock to 8,600,000, in each case to accommodate the new conversion feature for the outstanding shares of Series A-2 convertible preferred stock. Reverse Stock Split and Amendment to Certificate of Incorporation In December 2016, the Board and stockholders approved an amendment and restatement of the Company's then amended and restated certificate of incorporation to effect a one-for-17 reverse stock split of the outstanding shares of the Company's capital stock, such that each 17 shares of capital stock issued and outstanding, automatically and without any action on the part of the respective holders thereof, combined into one share of the same class and series of capital stock. All share and per share data in the accompanying condensed consolidated financial statements and their related notes for all periods presented have been retroactively adjusted to give effect to the reverse stock split. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its significant estimates including the valuation of accounts receivable, the lives of tangible and intangible assets, stock-based compensation expense, preferred stock warrant liabilities, and accounting for income taxes. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions it believes to be reasonable under the circumstances. Actual results could differ from those estimates and such differences could be material to the Company's financial position and results of operations. Significant Accounting Policies Except for the changes described below, there have been no changes in the Company’s significant accounting policies for the three and six months ended June 30, 2017 as compared to the significant accounting policies described in the Prospectus. Concentrations of Risk Concentration of Accounts Receivable –At December 31, 2016, three customers accounted for 27%, 16% and 11% of the Company's accounts receivable. Fluctuations in accounts receivable result from timing of the Company's execution of contracts and collection of related payments. At June 30, 2017, two customers accounted for 15% and 23% of the Company's accounts receivable. Concentration of Revenues –For the three months ended June 30, 2016, two customers accounted for 13% and 15% of the Company's total revenues. For the six months ended June 30, 2016, two customers each accounted for 12% of the Company’s total revenues. One customer accounted for 17% of the Company's total revenues for each of the three and six months ended June 30, 2017. Accounting Pronouncements Recently Adopted In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting Recent Accounting Pronouncements Not Yet Effective In May 2014, the FASB issued ASC Topic 606, Revenue from Contracts with Customers The Company's preliminary assessment is that there are no material changes in the timing and amount of the recognition of revenue for our service arrangements. This preliminary assessment is based on analysis that the subscription and setup services included in the contractual arrangements are not distinct in the context of the subscription contract as they are considered highly interrelated and represent a single combined performance obligation that should be recognized ratably over time. The actual revenue recognition treatment required under the new standard for these arrangements may be dependent on contract-specific terms which could vary in some instances. While the Company continues to assess all potential impacts of the new standard, the Company believes the most significant impact relates to the capitalization of sales commissions. Under the new standard, costs incremental to obtaining a contract with a customer, such as sales commissions, are capitalized as assets and amortized. The Company believes it is following an appropriate timeline for adoption of the new standard. In January 2016 the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments In October 2016, the FASB issued ASU 2016-16, Inter-Entity Transfers of Assets Other Than Inventory In November 2016, the FASB issued ASU 2016-18, Restricted Cash In May 2017, the FASB issued ASU 2017-09, Scope of Modification Accounting Compensation – Stock Compensation In July 2017, the FASB issued ASU 2017-11 , Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 4. Fair Value Measurements Prior to the IPO, the Company's convertible preferred stock warrant liability was measured on a recurring basis and was classified within Level III of the fair value hierarchy because some of the inputs used in its measurement were neither directly or indirectly observable. The valuation methodology and underlying assumptions in the fair value determination are discussed in Note 3, Summary of Significant Accounting Policies Convertible Preferred Stock Warrants Immediately prior to the IPO, the convertible preferred stock warrant liability was remeasured to fair value, resulting in a loss of $3.7 million which was recorded in other expense, net. Upon the closing of the IPO, the entire balance of $5.7 million in convertible preferred stock warrant liability was reclassified to additional paid-in capital. There were no transfers into or out of Level III during the three and six months ended June 30, 2017. The changes in the fair value of the convertible preferred stock warrant liability are summarized below (in thousands) Fair Value Measurements at Reporting Date Using Level III Inputs Fair value at December 31, 2016 $ 1,875 Issuance of convertible preferred stock warrants 111 Change in fair value recorded in other expense, net 3,725 Reclassification of unexercised warrant into additional paid-in capital upon the IPO (5,711 ) Fair value at June 30, 2017 $ — |
Intangible Assets, Net
Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Note 5. Intangible Assets, net Intangible assets, net, consisted of the following (in thousands): December 31, 2016 Gross Accumulated Amortization Net Patents $ 873 $ (807 ) $ 66 June 30, 2017 Gross Accumulated Amortization Net Patents $ 897 $ (829 ) $ 68 Amortization expense was $8,000 and $11,000 for the three months ended June 30, 2016 and 2017, respectively, and $17,000 and $22,000 for the six months ended June 30, 2016 and 2017, respectively |
Details of Certain Condensed Co
Details of Certain Condensed Consolidated Balance Sheet Accounts | 6 Months Ended |
Jun. 30, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |
Details of Certain Consolidated Balance Sheet Accounts | Note 6. Details of Certain Condensed Consolidated Balance Sheet Accounts Prepaid expenses and other current assets (in thousands): December 31, June 30, 2016 2017 Prepaid software and licenses $ 286 $ 220 Prepaid insurance 25 447 Other prepaid expenses 171 127 Other 85 88 $ 567 $ 882 Accrued expenses and other current liabilities (in thousands): December 31, June 30, 2016 2017 Payroll liabilities $ 1,146 $ 947 Accrued employee paid time off 372 453 Accrued commissions 51 40 Accrued interest 123 132 Royalties payable 225 83 Accrued offering costs - 305 Other 442 530 $ 2,359 $ 2,490 |
Financing Arrangements
Financing Arrangements | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Financing Arrangements | Note 7. Financing Arrangements Notes Payable 2015 Term Note At December 31, 2016 and June 30, 2017, outstanding borrowings under the 2015 Term Note were $11.7 million and $13.1 million, respectively, net of unamortized debt issuance costs. Borrowings under the 2015 Term Note bear interest at the greater of: (i) the average prime rate in effect during each month or (ii) the average three-month LIBOR rate during such month, plus 2.5% per annum, plus 7.5% with a minimum rate of 11%, with interest only payments through October 2017, followed by 36 equal monthly installments of principal and interest through October 2020, the maturity date. The weighted average interest rate during the three and six months ended June 30, 2016 was 11.00% for both periods. The weighted average interest rate during the three and six months ended June 30, 2017 was 11.42% and 11.50%, respectively. For the three and six months ended June 30, 2016, the Company recognized interest expense of $0.2 million and $0.5 million, respectively, based on the outstanding balance during the respective periods. For the three and six months ended June 30, 2017, the Company recognized interest expense of $0.4 million and $0.7 million, respectively, based on the outstanding balance during the respective periods. During the three and six months ended June 30, 2016, amortization of debt issuance costs was $32,000 and $64,000, respectively. During the three and six months ended June 30, 2017, amortization of debt issuance costs was $50,000 and $84,000, respectively. Borrowings under the 2015 Term Note are secured by substantially all of the assets of the Company. Additionally, the terms of the 2015 Term Note contain certain financial covenants and various negative covenants. In March 2017, the Company amended the 2015 Term Note. In connection with the amendment of the 2015 Term Note, the Company issued a warrant to purchase 76,704 shares of Series B-1 preferred stock at an exercise price of $5.8667 per share; however, the terms of the warrant provided that upon the completion of a public offering in which the Company raises at least $25.0 million in net proceeds, the number of shares underlying the warrant would be reduced to 61,363 shares. Consistent with these terms, upon the closing of the IPO, the number of shares underlying this warrant was reduced to 61,363 shares, and the warrant became exercisable for common stock. For further details regarding the 2015 Term Note, refer to Note 7, Financing Arrangements Notes payable consisted of the following (in thousands): December 31, June 30, 2016 2017 (unaudited) Notes payable $ 12,000 $ 13,500 Unamortized debt issuance costs (321 ) (378 ) Current maturities of term note (667 ) (3,000 ) Total notes payable, net of current maturities $ 11,012 $ 10,122 |
Capital Stock
Capital Stock | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Capital Stock | Note 8. Capital Stock Convertible Preferred Stock Immediately prior to the IPO, the Company had the following outstanding convertible preferred stock: Shares Authorized Shares Issued and Outstanding Aggregate Liquidation Preference (in thousands) Series B-1 4,773,000 3,848,023 $ 22,075 Series A-2 1,177,000 1,176,423 20,000 $ 42,075 Upon the closing of the IPO, all shares of convertible preferred stock then outstanding were automatically converted into an aggregate of 4,689,753 shares of common stock, resulting in the reclassification of the related redeemable convertible preferred stock into $25,000 of common stock and $42.1 million into additional paid-in capital. As of June 30, 2017, there were no shares of convertible preferred stock outstanding. Common Stock All of the shares offered and sold by the Company in the IPO were common stock. The Company is authorized to issue 500,000,000 shares of common stock, with a par value of $0.005 and each outstanding share of common stock is entitled to one vote, as provided in the Post-IPO Certificate. At December 31, 2016 there were 1,616,996 shares of common stock issued and outstanding. At June 30, 2017, there were 9,593,192 shares of common stock issued and outstanding. Preferred Stock The Company is authorized to issue 20,000,000 shares of preferred stock, with a par value of $0.005, as provided in the Post-IPO Certificate. As of June 30, 2017, there were no shares of preferred stock issued and outstanding. |
Net Loss per Share
Net Loss per Share | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Note 9. Net Loss per Share The following table summarizes the computation of basic and diluted net loss per share (in thousands, except share and per share data): Three Months Ended June 30, Six Months Ended June 30, 2016 2017 2016 2017 Numerator: Net loss $ (2,298 ) $ (4,306 ) $ (4,457 ) $ (5,867 ) Denominator: Weighted-average shares outstanding, basic and diluted 1,601,005 3,724,760 1,596,279 2,678,787 Net loss per share $ (1.44 ) $ (1.16 ) $ (2.79 ) $ (2.19 ) The following potentially dilutive shares outstanding at the end of the periods presented were excluded in the calculation of diluted net loss per share as the effect would have been anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, 2016 2017 2016 2017 Options to purchase common stock 1,064,831 1,303,336 1,064,831 1,303,336 Warrants to purchase Series B-1 convertible preferred stock 680,027 714,596 680,027 714,596 Series B-1 convertible preferred stock (as-converted) 3,848,023 - 3,848,023 - Series A-2 convertible preferred stock (as-converted) 841,730 - 841,730 - Total 6,434,611 2,017,932 6,434,611 2,017,932 |
Convertible Preferred Stock War
Convertible Preferred Stock Warrants and Common Stock Warrants | 6 Months Ended |
Jun. 30, 2017 | |
Warrants And Rights Note Disclosure [Abstract] | |
Convertible Preferred Stock Warrants and Common Stock Warrants | Note 10. Convertible Preferred Stock Warrants and Common Stock Warrants Immediately prior to the Company’s IPO, all outstanding Series B-1 convertible preferred stock warrants were remeasured to their fair value, using the Black-Scholes model. Refer to Note 3, Summary of Significant Accounting Policie Upon the closing of the IPO, the entire balance of $5.7 million in convertible preferred stock warrant liability was reclassified to additional paid-in capital. All convertible preferred stock warrants were converted into common stock warrants. In addition, the Company issued to the lead underwriter in the IPO a warrant to purchase up to 84,000 shares of its common stock. In June 2017, the June 2012 warrant and a portion of the August 2012 warrant were converted into 15,136 shares and 39,771 shares of common stock, respectively, in a cashless exercise, At June 30, 2017, the Company had the following common stock warrants issued and outstanding (in thousands, except share and per share data): Warrant Class Shares Issuance Date Price per Share Expiration Date Common stock warrant 167,428 July 2012 $ 5.8667 July 2019 Common stock warrant 60,575 August 2012 $ 5.8667 August 2019 Common stock warrant 10,517 November 2012 $ 5.8667 November 2022 Common stock warrant 156,851 February 2014 $ 0.1700 February 2021 Common stock warrant 173,862 September 2015 $ 5.8667 September 2025 Common stock warrant (1) 61,363 March 2017 $ 5.8667 September 2025 Common stock warrant (2) 84,000 June 2017 $ 13.2000 June 2020 714,596 (1) This warrant was issued in connection with the amended 2015 Term Note. The number of shares underlying the warrant issued in March 2017 was originally 76,704 and, pursuant to its terms, was reduced to 61,363 shares upon the closing of the Company’s IPO. See Note 7, Financing Arrangements (2) This warrant was issued to the Company’s lead underwriter in connection with the IPO. |
Equity Incentive Plans
Equity Incentive Plans | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity Incentive Plans | Note 11. Equity Incentive Plans 2017 Equity Incentive Plan In May 2017, the Board and the Company’s stockholders approved the 2017 Equity Incentive Plan (the “2017 Plan”), which became effective in connection with the IPO. The 2017 Plan provides for the issuance of stock options, restricted stock units and other awards to employees, directors and consultants of the Company. A total of 2,413,659 shares of the Company’s common stock were initially reserved for issuance under the 2017 Plan, which is the sum of (1) 900,000 shares, (2) the number of shares reserved for issuance under the 2005 Plan at the time the 2017 Plan became effective and (3) shares subject to stock options or other stock awards under the 2005 Plan that would have otherwise been returned to the 2005 Plan (up to a maximum of 1,314,752 shares). The number of shares of common stock reserved for issuance under the 2017 Plan will automatically increase on January 1 of each year, beginning on January 1, 2018 by the lesser of (1) 5% of the number of shares of the Company’s capital stock outstanding on December 31 of the preceding calendar year or (2) such number of shares as determined by the Board. As a result of the adoption of the 2017 Plan, no further grants may be made under the 2005 Plan. 2005 Plan In February 2005, the Company adopted the 2005 Stock Plan, as amended in January 2010 and November 2012 (the "2005 Plan"). Under the 2005 Plan provisions, the Company was authorized to grant incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock units, and shares of restricted stock. For further details regarding the 2005 Plan, refer to Note 12, Equity Incentive Plan Following the effectiveness of the 2017 Plan in connection with the IPO, no further grants will be made under the 2005 Plan. A summary of activities under the 2005 Plan and 2017 Plan during the six months ended June 30, 2017 is as follows: Options Available for Grant Number of Shares Outstanding Weighted Average Exercise Price Outstanding at December 31, 2016 390,164 1,130,141 $ 0.86 Authorized 900,000 ─ ─ Granted (202,083 ) 202,083 $ 3.06 Exercised - (11,536 ) $ 0.80 Canceled 17,352 (17,352 ) $ 1.11 Outstanding at June 30, 2017 1,105,433 1,303,336 $ 1.20 2017 Employee Stock Purchase Plan In May 2017, the Board and the Company’s stockholders adopted the 2017 Employee Stock Purchase Plan (“2017 ESPP”), which became effective in connection with the Company’s IPO. The 2017 ESPP allows eligible employees to purchase shares of the Company’s common stock in an offering at a discount of the then-current trading price, up to the lesser of (1) 85% of the fair market value of the common stock on the first day of the IPO or (2) 85% of the fair market value of the common stock on the purchase date. The 2017 ESPP permits the maximum discounted purchase price permitted under U.S. tax rules, including a “lookback.” The 2017 ESPP initial offering period runs for approximately 24 months in length, and contains four 6-month purchase periods. An employee’s purchase rights terminate immediately upon termination of employment or other withdrawal from the 2017 ESPP. No participant will have the right to purchase shares of common stock in an amount that has a fair market value of more than $25,000 determined as of the first day of the applicable purchase period, for each calendar year. There are 200,000 shares of common stock reserved for issuance under the 2017 ESPP. In addition, the 2017 ESPP contains a provision which provides for an automatic annual share increase on January 1 of each year, in an amount equal to the lesser of (1) 2% of the total number of shares of common stock outstanding on December 31 st The Company accounts for employee stock purchases made under its 2017 ESPP using the estimate grant date fair value of accounting in accordance with ASC 718, Stock Compensation There were no shares issued under the 2017 ESPP during the three and six months ended June 30, 2017. Total stock-based compensation expense associated with the 2005 Plan, 2017 Plan and 2017 ESPP is recorded in the condensed consolidated statements of operations and was allocated as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2017 2016 2017 Cost of revenue $ 3 $ 9 $ 6 $ 10 Sales and marketing 1 15 3 20 Research and development 5 9 9 16 General and administrative 8 19 16 29 Total $ 17 52 $ 34 75 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12. Commitments and Contingencies Operating Lease The Company leases its principal executive offices in Newark, California, under a non-cancelable operating lease which expires in 2021. The Company recognizes rent expense on a straight-line basis over the expected lease term. The difference between cash payments required and rent expense is recorded as deferred rent. Rent expense for the Company's facilities was $0.1 million for each of the three and six months ended June 30, 2016. Rent expense for the Company’s facilities was $0.1 million and $0.2 million for the three and six months ended June 30, 2017, respectively. The following is a schedule of future minimum lease payments under the non-cancelable operating lease at June 30, 2017 (in thousands): 2017 (remainder of year) $ 140 2018 336 2019 346 2020 357 2021 305 Total $ 1,484 Contingencies In the normal course of business, the Company may receive inquiries or become involved in legal disputes regarding various litigation matters. In the opinion of management, any potential liabilities resulting from such claims would not have a material adverse effect on the Company's financial position or results of operations. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the final prospectus filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1933, on June 8, 2017 (the “Prospectus”). The condensed consolidated balance sheet as of December 31, 2016, included herein, was derived from the audited financial statements as of that date, but does not include all disclosures including certain notes required by U.S. GAAP on an annual reporting basis. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year 2017 or any future period. |
June 2017 Amended and Restated Certificate of Incorporation | June 2017 Amended and Restated Certificate of Incorporation Prior to the IPO, the Company’s Board of Directors (the “Board”) and stockholders approved an amendment (the “Charter Amendment”) to the Pre-IPO Certificate and an amended and restated certificate of incorporation (“Post-IPO Certificate”) that became effective on June 12, 2017. The Charter Amendment increased the number of authorized shares of common stock from 8,600,000 to 500,000,000. Under the Post-IPO Certificate, the Company is authorized to issue two classes of stock to be designated Common Stock and Preferred Stock. See Note 8, Capital Stock |
March 2017 Amendment and Restatement of Certificate of Incorporation | March 2017 Amendment and Restatement of Certificate of Incorporation On March 27, 2017, the Company's Board and stockholders approved an amendment and restatement of the Company’s then-existing certificate of incorporation (the “Pre-IPO Certificate”) to provide, among other changes, that each share of Series A-2 convertible preferred stock would automatically convert into 0.715548 shares of common stock upon the consummation of an initial public offering of the Company’s capital stock. All share and per share data related to balance sheet and net loss information in the accompanying condensed consolidated financial statements and their related notes have been retroactively adjusted to give effect to the application of this conversion feature when presenting the Series A-2 convertible preferred stock on an as-converted basis. The Pre-IPO Certificate also provided for (1) an increase in the total number of authorized shares to 14,550,000 and (2) an increase in the number of authorized shares of common stock to 8,600,000, in each case to accommodate the new conversion feature for the outstanding shares of Series A-2 convertible preferred stock. |
Reverse Stock Split and Amendment to Certificate of Incorporation | Reverse Stock Split and Amendment to Certificate of Incorporation In December 2016, the Board and stockholders approved an amendment and restatement of the Company's then amended and restated certificate of incorporation to effect a one-for-17 reverse stock split of the outstanding shares of the Company's capital stock, such that each 17 shares of capital stock issued and outstanding, automatically and without any action on the part of the respective holders thereof, combined into one share of the same class and series of capital stock. All share and per share data in the accompanying condensed consolidated financial statements and their related notes for all periods presented have been retroactively adjusted to give effect to the reverse stock split. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its significant estimates including the valuation of accounts receivable, the lives of tangible and intangible assets, stock-based compensation expense, preferred stock warrant liabilities, and accounting for income taxes. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions it believes to be reasonable under the circumstances. Actual results could differ from those estimates and such differences could be material to the Company's financial position and results of operations. |
Concentrations of Risk | Concentrations of Risk Concentration of Accounts Receivable –At December 31, 2016, three customers accounted for 27%, 16% and 11% of the Company's accounts receivable. Fluctuations in accounts receivable result from timing of the Company's execution of contracts and collection of related payments. At June 30, 2017, two customers accounted for 15% and 23% of the Company's accounts receivable. Concentration of Revenues –For the three months ended June 30, 2016, two customers accounted for 13% and 15% of the Company's total revenues. For the six months ended June 30, 2016, two customers each accounted for 12% of the Company’s total revenues. One customer accounted for 17% of the Company's total revenues for each of the three and six months ended June 30, 2017. |
Accounting Pronouncements Recently Adopted | Accounting Pronouncements Recently Adopted In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting |
Recent Accounting Pronouncements Not Yet Effective | Recent Accounting Pronouncements Not Yet Effective In May 2014, the FASB issued ASC Topic 606, Revenue from Contracts with Customers The Company's preliminary assessment is that there are no material changes in the timing and amount of the recognition of revenue for our service arrangements. This preliminary assessment is based on analysis that the subscription and setup services included in the contractual arrangements are not distinct in the context of the subscription contract as they are considered highly interrelated and represent a single combined performance obligation that should be recognized ratably over time. The actual revenue recognition treatment required under the new standard for these arrangements may be dependent on contract-specific terms which could vary in some instances. While the Company continues to assess all potential impacts of the new standard, the Company believes the most significant impact relates to the capitalization of sales commissions. Under the new standard, costs incremental to obtaining a contract with a customer, such as sales commissions, are capitalized as assets and amortized. The Company believes it is following an appropriate timeline for adoption of the new standard. In January 2016 the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments In October 2016, the FASB issued ASU 2016-16, Inter-Entity Transfers of Assets Other Than Inventory In November 2016, the FASB issued ASU 2016-18, Restricted Cash In May 2017, the FASB issued ASU 2017-09, Scope of Modification Accounting Compensation – Stock Compensation In July 2017, the FASB issued ASU 2017-11 , Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). |
Employee Stock Purchase Plan | The Company accounts for employee stock purchases made under its 2017 ESPP using the estimate grant date fair value of accounting in accordance with ASC 718, Stock Compensation |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Summary of Changes in Fair Value of Convertible Preferred Stock Warrant Liability | The changes in the fair value of the convertible preferred stock warrant liability are summarized below (in thousands) Fair Value Measurements at Reporting Date Using Level III Inputs Fair value at December 31, 2016 $ 1,875 Issuance of convertible preferred stock warrants 111 Change in fair value recorded in other expense, net 3,725 Reclassification of unexercised warrant into additional paid-in capital upon the IPO (5,711 ) Fair value at June 30, 2017 $ — |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets Net | Intangible assets, net, consisted of the following (in thousands): December 31, 2016 Gross Accumulated Amortization Net Patents $ 873 $ (807 ) $ 66 June 30, 2017 Gross Accumulated Amortization Net Patents $ 897 $ (829 ) $ 68 |
Details of Certain Condensed 21
Details of Certain Condensed Consolidated Balance Sheet Accounts (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets (in thousands): December 31, June 30, 2016 2017 Prepaid software and licenses $ 286 $ 220 Prepaid insurance 25 447 Other prepaid expenses 171 127 Other 85 88 $ 567 $ 882 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities (in thousands): December 31, June 30, 2016 2017 Payroll liabilities $ 1,146 $ 947 Accrued employee paid time off 372 453 Accrued commissions 51 40 Accrued interest 123 132 Royalties payable 225 83 Accrued offering costs - 305 Other 442 530 $ 2,359 $ 2,490 |
Financing Agreements (Tables)
Financing Agreements (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consisted of the following (in thousands): December 31, June 30, 2016 2017 (unaudited) Notes payable $ 12,000 $ 13,500 Unamortized debt issuance costs (321 ) (378 ) Current maturities of term note (667 ) (3,000 ) Total notes payable, net of current maturities $ 11,012 $ 10,122 |
Capital Stock (Tables)
Capital Stock (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Stockholders Equity Note [Abstract] | |
Schedule of Stock by Class | Immediately prior to the IPO, the Company had the following outstanding convertible preferred stock: Shares Authorized Shares Issued and Outstanding Aggregate Liquidation Preference (in thousands) Series B-1 4,773,000 3,848,023 $ 22,075 Series A-2 1,177,000 1,176,423 20,000 $ 42,075 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Summary of Computation of Basic and Diluted Net Loss per Share | The following table summarizes the computation of basic and diluted net loss per share (in thousands, except share and per share data): Three Months Ended June 30, Six Months Ended June 30, 2016 2017 2016 2017 Numerator: Net loss $ (2,298 ) $ (4,306 ) $ (4,457 ) $ (5,867 ) Denominator: Weighted-average shares outstanding, basic and diluted 1,601,005 3,724,760 1,596,279 2,678,787 Net loss per share $ (1.44 ) $ (1.16 ) $ (2.79 ) $ (2.19 ) |
Schedule of Anti-dilutive Shares Outstanding Excluded in Calculation of Diluted Net Loss per Share | The following potentially dilutive shares outstanding at the end of the periods presented were excluded in the calculation of diluted net loss per share as the effect would have been anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, 2016 2017 2016 2017 Options to purchase common stock 1,064,831 1,303,336 1,064,831 1,303,336 Warrants to purchase Series B-1 convertible preferred stock 680,027 714,596 680,027 714,596 Series B-1 convertible preferred stock (as-converted) 3,848,023 - 3,848,023 - Series A-2 convertible preferred stock (as-converted) 841,730 - 841,730 - Total 6,434,611 2,017,932 6,434,611 2,017,932 |
Convertible Preferred Stock W25
Convertible Preferred Stock Warrants and Common Stock Warrants (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Warrants And Rights Note Disclosure [Abstract] | |
Schedule of Common Stock Warrants Issued and Outstanding | At June 30, 2017, the Company had the following common stock warrants issued and outstanding (in thousands, except share and per share data): Warrant Class Shares Issuance Date Price per Share Expiration Date Common stock warrant 167,428 July 2012 $ 5.8667 July 2019 Common stock warrant 60,575 August 2012 $ 5.8667 August 2019 Common stock warrant 10,517 November 2012 $ 5.8667 November 2022 Common stock warrant 156,851 February 2014 $ 0.1700 February 2021 Common stock warrant 173,862 September 2015 $ 5.8667 September 2025 Common stock warrant (1) 61,363 March 2017 $ 5.8667 September 2025 Common stock warrant (2) 84,000 June 2017 $ 13.2000 June 2020 714,596 (1) This warrant was issued in connection with the amended 2015 Term Note. The number of shares underlying the warrant issued in March 2017 was originally 76,704 and, pursuant to its terms, was reduced to 61,363 shares upon the closing of the Company’s IPO. See Note 7, Financing Arrangements (2) This warrant was issued to the Company’s lead underwriter in connection with the IPO. |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Stock Option Activity | A summary of activities under the 2005 Plan and 2017 Plan during the six months ended June 30, 2017 is as follows: Options Available for Grant Number of Shares Outstanding Weighted Average Exercise Price Outstanding at December 31, 2016 390,164 1,130,141 $ 0.86 Authorized 900,000 ─ ─ Granted (202,083 ) 202,083 $ 3.06 Exercised - (11,536 ) $ 0.80 Canceled 17,352 (17,352 ) $ 1.11 Outstanding at June 30, 2017 1,105,433 1,303,336 $ 1.20 |
Schedule of Stock-Based Compensation Expense Recorded in Condensed Consolidated Statements of Operations | Total stock-based compensation expense associated with the 2005 Plan, 2017 Plan and 2017 ESPP is recorded in the condensed consolidated statements of operations and was allocated as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2017 2016 2017 Cost of revenue $ 3 $ 9 $ 6 $ 10 Sales and marketing 1 15 3 20 Research and development 5 9 9 16 General and administrative 8 19 16 29 Total $ 17 52 $ 34 75 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Under Non-cancelable Operating Lease | The following is a schedule of future minimum lease payments under the non-cancelable operating lease at June 30, 2017 (in thousands): 2017 (remainder of year) $ 140 2018 336 2019 346 2020 357 2021 305 Total $ 1,484 |
Organization and Description 28
Organization and Description of Business - Additional Information (Details) | Jun. 30, 2017Subsidiary |
ShotSpotter (Pty) Ltd | South Africa | |
Business And Nature Of Operations [Line Items] | |
Number of subsidiary | 1 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Initial Public Offering [Line Items] | |||||
Net proceeds from Initial public offering excluding underwriting discounts and commissions | $ 32,400 | $ 32,426 | |||
Loss on remeasurement of convertible preferred stock warrant liability | $ 3,725 | $ 551 | 3,725 | $ 551 | |
Reclassification of convertible preferred stock warrant liability into additional paid-in capital | $ 5,700 | $ 5,711 | |||
Common Stock | |||||
Initial Public Offering [Line Items] | |||||
Conversion of preferred stock into common stock, shares | 4,689,753 | 4,689,753 | |||
Additional Paid-in Capital | |||||
Initial Public Offering [Line Items] | |||||
Reclassification of convertible preferred stock warrant liability into additional paid-in capital | $ 42,100 | $ 42,100 | |||
Offering cost incurred excluding underwriting commissions and discounts | 1,800 | ||||
Other Expense, Net | |||||
Initial Public Offering [Line Items] | |||||
Loss on remeasurement of convertible preferred stock warrant liability | $ 3,700 | $ 3,700 | |||
Maximum | |||||
Initial Public Offering [Line Items] | |||||
Number of shares called by warrant | 84,000 | 84,000 | 84,000 | ||
IPO | |||||
Initial Public Offering [Line Items] | |||||
Sale of stock, shares | 3,220,000 | ||||
Price per share | $ 11 | $ 11 | $ 11 | ||
IPO | Maximum | |||||
Initial Public Offering [Line Items] | |||||
Number of shares called by warrant | 84,000 | 84,000 | 84,000 | ||
Over-allotment option | |||||
Initial Public Offering [Line Items] | |||||
Sale of stock, shares | 420,000 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Dec. 31, 2016 | Jun. 30, 2017shares | Jun. 30, 2016 | Jun. 30, 2017shares | Jun. 30, 2016 | Dec. 31, 2016 | Jun. 12, 2017shares | Mar. 27, 2017shares | |
Accounting Policies [Line Items] | ||||||||
Number of authorized shares of common stock | 500,000,000 | 500,000,000 | ||||||
Customer One | Customer Concentration Risk | Accounts Receivable | ||||||||
Accounting Policies [Line Items] | ||||||||
Concentration risk percentage | 15.00% | 27.00% | ||||||
Customer One | Customer Concentration Risk | Revenues | ||||||||
Accounting Policies [Line Items] | ||||||||
Concentration risk percentage | 17.00% | 13.00% | 17.00% | 12.00% | ||||
Customer Two | Customer Concentration Risk | Accounts Receivable | ||||||||
Accounting Policies [Line Items] | ||||||||
Concentration risk percentage | 23.00% | 16.00% | ||||||
Customer Two | Customer Concentration Risk | Revenues | ||||||||
Accounting Policies [Line Items] | ||||||||
Concentration risk percentage | 15.00% | 12.00% | ||||||
Customer Three | Customer Concentration Risk | Accounts Receivable | ||||||||
Accounting Policies [Line Items] | ||||||||
Concentration risk percentage | 11.00% | |||||||
Amended and Restated Certificate of Incorporation | ||||||||
Accounting Policies [Line Items] | ||||||||
Number of authorized shares of common stock | 500,000,000 | 8,600,000 | ||||||
Total number of authorized shares | 14,550,000 | |||||||
Reverse stock split, description | one-for-17 reverse stock split of the outstanding shares of the Company's capital stock, such that each 17 shares of capital stock issued and outstanding, automatically and without any action on the part of the respective holders thereof, combined into one share of the same class and series of capital stock. | |||||||
Reverse stock split, conversion ratio | 0.0588 | |||||||
Amended and Restated Certificate of Incorporation | Series A-2 Convertible Preferred Stock | ||||||||
Accounting Policies [Line Items] | ||||||||
Convertible preferred stock, terms of conversion | to provide, among other changes, that each share of Series A-2 convertible preferred stock would automatically convert into 0.715548 shares of common stock upon the consummation of an initial public offering of the Company’s capital stock. | |||||||
Conversion of preferred stock into common stock | 0.715548 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||||
Loss on remeasurement of convertible preferred stock warrant liability | $ 3,725,000 | $ 551,000 | $ 3,725,000 | $ 551,000 | |
Reclassification of convertible preferred stock warrant liability into additional paid-in capital | $ 5,700,000 | 5,711,000 | |||
Transfers into or out of level 3 | $ 0 | 0 | |||
Other Expense, Net | |||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||||
Loss on remeasurement of convertible preferred stock warrant liability | $ 3,700,000 | $ 3,700,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Fair Value of Convertible Preferred Stock Warrant Liability (Details) - Fair Value Measurements Recurring - Level 3 - Convertible Preferred Stock Warrant Liability $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Beginning balance, fair value | $ 1,875 |
Issuance of convertible preferred stock warrants | 111 |
Change in fair value recorded in other expense, net | 3,725 |
Reclassification of unexercised warrant into additional paid-in capital upon the IPO | (5,711) |
Ending balance, fair value | $ 0 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Intangible Assets Net (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Finite Lived Intangible Assets [Line Items] | ||
Net | $ 68 | $ 66 |
Patents | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | 897 | 873 |
Accumulated Amortization | (829) | (807) |
Net | $ 68 | $ 66 |
Intangible Assets, Net - Additi
Intangible Assets, Net - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 11,000 | $ 8,000 | $ 22,000 | $ 17,000 |
Details of Certain Condensed 35
Details of Certain Condensed Consolidated Balance Sheet Accounts - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Prepaid software and licenses | $ 220 | $ 286 |
Prepaid insurance | 447 | 25 |
Other prepaid expenses | 127 | 171 |
Other | 88 | 85 |
Total | $ 882 | $ 567 |
Details of Certain Condensed 36
Details of Certain Condensed Consolidated Balance Sheet Accounts - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Accrued Expenses And Other Current Liabilities [Abstract] | ||
Payroll liabilities | $ 947 | $ 1,146 |
Accrued employee paid time off | 453 | 372 |
Accrued commissions | 40 | 51 |
Accrued interest | 132 | 123 |
Royalties payable | 83 | 225 |
Accrued offering costs | 305 | |
Other | 530 | 442 |
Accrued expenses and other current liabilities | $ 2,490 | $ 2,359 |
Financing Arrangements - Additi
Financing Arrangements - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2017USD ($)$ / sharesshares | Mar. 31, 2017Installment$ / sharesshares | Jun. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($) | ||
Debt Instrument [Line Items] | ||||||||
Notes payable | $ 13,500,000 | $ 13,500,000 | $ 13,500,000 | $ 12,000,000 | ||||
Weighted average interest rate | 11.42% | 11.00% | 11.50% | 11.00% | ||||
Interest expense on debt | $ 400,000 | $ 200,000 | $ 700,000 | $ 500,000 | ||||
Amortization of debt issuance costs | $ 50,000 | $ 32,000 | 84,000 | $ 64,000 | ||||
Net proceeds from Initial public offering excluding underwriting discounts and commissions | $ 32,400,000 | $ 32,426,000 | ||||||
The March 2017 Preferred stock warrant | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of shares called by warrant | shares | 61,363 | 76,704 | 61,363 | 61,363 | ||||
Class of warrant, exercise price | $ / shares | [1] | $ 5.8667 | $ 5.8667 | $ 5.8667 | ||||
The March 2017 Preferred stock warrant | Series B-1 Convertible Preferred Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of shares called by warrant | shares | 61,363 | 76,704 | 61,363 | 61,363 | ||||
Class of warrant, exercise price | $ / shares | $ 5.8667 | |||||||
Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Net proceeds from Initial public offering excluding underwriting discounts and commissions | $ 25,000,000 | |||||||
Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of shares called by warrant | shares | 84,000 | 84,000 | 84,000 | |||||
Notes Payable | 2015 Term Note | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable | $ 13,100,000 | $ 13,100,000 | $ 13,100,000 | $ 11,700,000 | ||||
Debt instrument maturity date | Oct. 31, 2020 | |||||||
Debt instrument number of periodic payment of principal and interest | Installment | 36 | |||||||
Notes Payable | 2015 Term Note | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument variable rate | 11.00% | |||||||
Notes Payable | 2015 Term Note | Minimum | Three -Month LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument basis spread | 2.50% | |||||||
Notes Payable | 2015 Term Note | Maximum | Three -Month LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument basis spread | 7.50% | |||||||
[1] | This warrant was issued in connection with the amended 2015 Term Note. The number of shares underlying the warrant issued in March 2017 was originally 76,704 and, pursuant to its terms, was reduced to 61,363 shares upon the closing of the Company’s IPO. See Note 7, Financing Arrangements, for further details regarding this warrant. |
Financial Arrangements - Schedu
Financial Arrangements - Schedule of Notes Payable (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
Notes payable | $ 13,500 | $ 12,000 |
Unamortized debt issuance costs | (378) | (321) |
Current maturities of term note | (3,000) | (667) |
Notes payable, net of current maturities and unamortized debt issuance costs | 10,122 | 11,012 |
Notes Payable | $ 13,500 | $ 12,000 |
Capital Stock - Summary of Outs
Capital Stock - Summary of Outstanding Convertible Preferred Stock (Details) $ in Thousands | May 31, 2017USD ($)shares |
Class Of Stock [Line Items] | |
Temporary equity, aggregate liquidation preference | $ | $ 42,075 |
Series B-1 Convertible Preferred Stock | |
Class Of Stock [Line Items] | |
Temporary equity, shares authorized | 4,773,000 |
Temporary equity, shares issued | 3,848,023 |
Temporary equity, shares outstanding | 3,848,023 |
Temporary equity, aggregate liquidation preference | $ | $ 22,075 |
Series A-2 Convertible Preferred Stock | |
Class Of Stock [Line Items] | |
Temporary equity, shares authorized | 1,177,000 |
Temporary equity, shares issued | 1,176,423 |
Temporary equity, shares outstanding | 1,176,423 |
Temporary equity, aggregate liquidation preference | $ | $ 20,000 |
Capital Stock - Additional Info
Capital Stock - Additional Information (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | |
Class Of Stock [Line Items] | |||
Reclassification of convertible preferred stock warrant liability into additional paid-in capital | $ 5,700,000 | $ 5,711,000 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common stock, shares authorized | 500,000,000 | 500,000,000 | |
Common stock, par value | $ 0.005 | $ 0.005 | |
Common stock, voting rights | one | ||
Common stock, shares issued | 9,593,192 | 9,593,192 | 1,616,996 |
Common stock, shares outstanding | 9,593,192 | 9,593,192 | 1,616,996 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | |
Preferred stock, par value | $ 0.005 | $ 0.005 | |
Preferred stock, shares issued | 0 | 0 | |
Convertible Preferred Stock | |||
Class Of Stock [Line Items] | |||
Preferred stock, shares outstanding | 0 | 0 | |
Common Stock | |||
Class Of Stock [Line Items] | |||
Conversion of preferred stock into common stock, shares | 4,689,753 | 4,689,753 | |
Conversion of preferred stock into common stock, value | $ 25,000 | ||
Additional Paid-in Capital | |||
Class Of Stock [Line Items] | |||
Reclassification of convertible preferred stock warrant liability into additional paid-in capital | $ 42,100,000 | $ 42,100,000 |
Net Loss per Share - Summary of
Net Loss per Share - Summary of Computation of Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Numerator: | ||||
Net loss | $ (4,306) | $ (2,298) | $ (5,867) | $ (4,457) |
Denominator: | ||||
Weighted-average shares outstanding, basic and diluted | 3,724,760 | 1,601,005 | 2,678,787 | 1,596,279 |
Net loss per share | $ (1.16) | $ (1.44) | $ (2.19) | $ (2.79) |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Anti-dilutive Shares Outstanding Excluded in Calculation of Diluted Net Loss per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Total | 2,017,932 | 6,434,611 | 2,017,932 | 6,434,611 |
Options to Purchase Common Stock | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Total | 1,303,336 | 1,064,831 | 1,303,336 | 1,064,831 |
The March 2017 Preferred stock warrant | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Total | 714,596 | 680,027 | 714,596 | 680,027 |
Series B-1 Convertible Preferred Stock (as-converted) | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Total | 3,848,023 | 3,848,023 | ||
Series A-2 Convertible Preferred Stock (as-converted) | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Total | 841,730 | 841,730 |
Convertible Preferred Stock W43
Convertible Preferred Stock Warrants and Common Stock Warrants - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Class Of Warrant Or Right [Line Items] | |||||
Loss on remeasurement of convertible preferred stock warrant liability | $ 3,725 | $ 551 | $ 3,725 | $ 551 | |
Reclassification of convertible preferred stock warrant liability into additional paid-in capital | $ 5,700 | $ 5,711 | |||
The June 2012 Common stock warrant | Warrants Not Settleable in Cash | |||||
Class Of Warrant Or Right [Line Items] | |||||
Conversion of preferred stock into common stock, shares | 15,136 | ||||
The August 2012 Common stock warrant | Warrants Not Settleable in Cash | |||||
Class Of Warrant Or Right [Line Items] | |||||
Conversion of preferred stock into common stock, shares | 39,771 | ||||
Maximum | |||||
Class Of Warrant Or Right [Line Items] | |||||
Number of shares called by warrant | 84,000 | 84,000 | 84,000 | ||
Other Expense, Net | |||||
Class Of Warrant Or Right [Line Items] | |||||
Loss on remeasurement of convertible preferred stock warrant liability | $ 3,700 |
Convertible Preferred Stock W44
Convertible Preferred Stock Warrants and Common Stock Warrants - Schedule of Common Stock Warrants Issued and Outstanding (Details) | 6 Months Ended | |
Jun. 30, 2017$ / sharesshares | ||
Class Of Warrant Or Right [Line Items] | ||
Shares of warrants issued and outstanding | 714,596 | |
The July 2012 Common stock warrant | ||
Class Of Warrant Or Right [Line Items] | ||
Shares of warrants issued and outstanding | 167,428 | |
Issuance Date | 2012-07 | |
Price per Share | $ / shares | $ 5.8667 | |
Expiration Date | 2019-07 | |
The August 2012 Common stock warrant | ||
Class Of Warrant Or Right [Line Items] | ||
Shares of warrants issued and outstanding | 60,575 | |
Issuance Date | 2012-08 | |
Price per Share | $ / shares | $ 5.8667 | |
Expiration Date | 2019-08 | |
The November 2012 Common stock warrant | ||
Class Of Warrant Or Right [Line Items] | ||
Shares of warrants issued and outstanding | 10,517 | |
Issuance Date | 2012-11 | |
Price per Share | $ / shares | $ 5.8667 | |
Expiration Date | 2022-11 | |
The February 2014 Common stock warrant | ||
Class Of Warrant Or Right [Line Items] | ||
Shares of warrants issued and outstanding | 156,851 | |
Issuance Date | 2014-02 | |
Price per Share | $ / shares | $ 0.1700 | |
Expiration Date | 2021-02 | |
The September 2015 Common stock warrant | ||
Class Of Warrant Or Right [Line Items] | ||
Shares of warrants issued and outstanding | 173,862 | |
Issuance Date | 2015-09 | |
Price per Share | $ / shares | $ 5.8667 | |
Expiration Date | 2025-09 | |
The March 2017 Preferred stock warrant | ||
Class Of Warrant Or Right [Line Items] | ||
Shares of warrants issued and outstanding | 61,363 | [1] |
Issuance Date | 2017-03 | [1] |
Price per Share | $ / shares | $ 5.8667 | [1] |
Expiration Date | 2025-09 | [1] |
The June 2017 Common stock warrant | ||
Class Of Warrant Or Right [Line Items] | ||
Shares of warrants issued and outstanding | 84,000 | [2] |
Issuance Date | 2017-06 | [2] |
Price per Share | $ / shares | $ 13.2000 | [2] |
Expiration Date | 2020-06 | [2] |
[1] | This warrant was issued in connection with the amended 2015 Term Note. The number of shares underlying the warrant issued in March 2017 was originally 76,704 and, pursuant to its terms, was reduced to 61,363 shares upon the closing of the Company’s IPO. See Note 7, Financing Arrangements, for further details regarding this warrant. | |
[2] | This warrant was issued to the Company’s lead underwriter in connection with the IPO. |
Convertible Preferred Stock W45
Convertible Preferred Stock Warrants and Common Stock Warrants - Schedule of Common Stock Warrants Issued and Outstanding (Parenthetical) (Details) - shares | Jun. 30, 2017 | Mar. 31, 2017 |
The March 2017 Preferred stock warrant | ||
Class Of Warrant Or Right [Line Items] | ||
Number of shares called by warrant | 61,363 | 76,704 |
Equity Incentive Plans - Additi
Equity Incentive Plans - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended |
May 31, 2017shares | Jun. 30, 2017USD ($)shares | Jun. 30, 2017USD ($)Participantshares | Dec. 31, 2016 | |
2017 Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock reserved for issuance | 2,413,659 | |||
Number of shares available for future grant | 900,000 | |||
Shares of common stock reserved for issuance, automatic annual increase initiation date | Jan. 1, 2018 | |||
Percentage of number of shares of common stock outstanding | 5.00% | |||
2017 Equity Incentive Plan | Shares under 2005 Plan that would have otherwise been returned to 2005 Plan | Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock reserved for issuance | 1,314,752 | |||
2017 Employee Stock Purchase Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock reserved for issuance | 200,000 | 200,000 | ||
Number of shares available for future grant | 150,000 | 150,000 | ||
Percentage of number of shares of common stock outstanding | 2.00% | |||
Percentage of fair market value of common stock on purchase date | 85.00% | |||
Percentage of fair market value of common stock on purchase date of the first day of IPO | 85.00% | |||
Purchase of common stock under ESPP, Description | The 2017 ESPP allows eligible employees to purchase shares of the Company’s common stock in an offering at a discount of the then-current trading price, up to the lesser of (1) 85% of the fair market value of the common stock on the first day of the IPO or (2) 85% of the fair market value of the common stock on the purchase date. The 2017 ESPP permits the maximum discounted purchase price permitted under U.S. tax rules, including a “lookback.” | |||
Initial offering period in length | 24 months | |||
Number of participant have the right to purchase shares of common stock | Participant | 0 | |||
Fair Market Value Of Common Stock | $ | $ 25,000 | $ 25,000 | ||
Shares issued under ESPP | 0 | 0 |
Equity Incentive Plans - Schedu
Equity Incentive Plans - Schedule of Stock Option Activity (Details) - 2005 Plan and 2017 Plan | 6 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Options Available for Grant | |
Options Available for Grant, Beginning Balance | 390,164 |
Options Available for Grant, Authorized | 900,000 |
Options Available for Grant, Granted | (202,083) |
Options Available for Grant, Canceled | 17,352 |
Options Available for Grant, Ending Balance | 1,105,433 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Number of Shares Outstanding, Beginning Balance | 1,130,141 |
Number of Shares Outstanding, Granted | 202,083 |
Number of Shares Outstanding, Exercised | (11,536) |
Number of Shares Outstanding, Canceled | (17,352) |
Number of Shares Outstanding, Ending Balance | 1,303,336 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 0.86 |
Weighted Average Exercise Price, Granted | $ / shares | 3.06 |
Weighted Average Exercise Price, Exercised | $ / shares | 0.80 |
Weighted Average Exercise Price, Canceled | $ / shares | 1.11 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 1.20 |
Equity Incentive Plans - Sche48
Equity Incentive Plans - Schedule of Stock-Based Compensation Expense Recorded in Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 52 | $ 17 | $ 75 | $ 34 |
Cost of Revenue | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 9 | 3 | 10 | 6 |
Sale and Marketing | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 15 | 1 | 20 | 3 |
Research and Development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 9 | 5 | 16 | 9 |
General and Administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 19 | $ 8 | $ 29 | $ 16 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Leases Operating [Abstract] | ||||
Non-cancelable operating lease expiration period | 2,021 | |||
Rent expense | $ 0.1 | $ 0.1 | $ 0.2 | $ 0.1 |
Commitments and Contingencies50
Commitments and Contingencies - Schedule of Future Minimum Lease Payments Under Non-cancelable Operating Lease (Details) $ in Thousands | Jun. 30, 2017USD ($) |
Operating Leases Future Minimum Payments Due [Abstract] | |
2017 (remainder of year) | $ 140 |
2,018 | 336 |
2,019 | 346 |
2,020 | 357 |
2,021 | 305 |
Total | $ 1,484 |