Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 07, 2019 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | VERO | |
Entity Registrant Name | Venus Concept Inc. | |
Entity Central Index Key | 0001409269 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Security Exchange Name | NASDAQ | |
Entity File Number | 001-38238 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 06-1681204 | |
Entity Address, Address Line One | 235 Yorkland Blvd. | |
Entity Address, Address Line Two | Suite 900 | |
Entity Address, City or Town | Toronto | |
Entity Address, Postal Zip Code | M2J 4Y8 | |
Entity Address, State or Province | ON | |
City Area Code | 877 | |
Local Phone Number | 848-8430 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Common Stock, Shares Outstanding | 29,667,622 | |
Former Address | ||
Document Information [Line Items] | ||
Entity Registrant Name | Restoration Robotics, Inc | |
Entity Address, Address Line One | 128 Baytech Drive | |
Entity Address, City or Town | San Jose | |
Entity Address, Postal Zip Code | 95134 | |
Entity Address, State or Province | CA |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 8,915 | $ 16,122 |
Accounts receivable, net of allowance of $2,542 and $1,772 as of September 30, 2019 and December 31, 2018, respectively | 3,663 | 6,569 |
Inventory | 5,623 | 5,522 |
Prepaid expenses and other current assets | 1,042 | 1,278 |
Total current assets | 19,243 | 29,491 |
Property and equipment, net | 1,323 | 1,299 |
Restricted cash | 83 | 83 |
Other assets | 100 | 100 |
TOTAL ASSETS | 20,749 | 30,973 |
CURRENT LIABILITIES: | ||
Accounts payable | 5,226 | 3,815 |
Accrued compensation | 1,315 | 1,771 |
Other accrued liabilities | 2,629 | 2,337 |
Deferred revenue | 1,346 | 1,407 |
Related party convertible promissory notes (Note 8) | 7,000 | |
Subordinated promissory notes (Note 8) | 4,500 | |
Current portion of long-term debt, net of discount of $789 and $617 as of September 30, 2019 and December 31, 2018, respectively | 5,878 | 49 |
Total current liabilities | 27,894 | 9,379 |
Other long-term liabilities | 497 | 594 |
Long-term debt, net of discount of $485 and $746 as of September 30, 2019 and December 31, 2018 | 14,158 | 19,418 |
TOTAL LIABILITIES | 42,549 | 29,391 |
Commitments and Contingencies (Note 6) | ||
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Common stock, $0.0001 par value; 300,000,000 shares authorized as of September 30, 2019 and December 31, 2018; 2,729,801 and 2,711,801 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively | 4 | 4 |
Additional paid-in capital | 195,914 | 194,841 |
Accumulated other comprehensive income (loss) | 43 | (50) |
Accumulated deficit | (217,761) | (193,213) |
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | (21,800) | 1,582 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ 20,749 | $ 30,973 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 2,542 | $ 1,772 |
Current portion of long-term debt, discount | 789 | 617 |
Long-term debt, discount | $ 485 | $ 746 |
Convertible preferred stock at liquidation preference par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Convertible preferred stock, shares issued | 0 | 0 |
Convertible preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 2,729,801 | 2,711,801 |
Common stock, shares outstanding | 2,729,801 | 2,711,801 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenue | $ 3,307 | $ 4,818 | $ 11,632 | $ 15,298 |
Cost of revenue | 2,297 | 2,663 | 6,465 | 8,362 |
Gross profit | 1,010 | 2,155 | 5,167 | 6,936 |
Operating expenses: | ||||
Sales and marketing | 3,952 | 4,398 | 12,688 | 13,147 |
Research and development | 1,604 | 2,008 | 4,573 | 6,286 |
General and administrative | 2,155 | 2,191 | 5,721 | 6,159 |
Merger related expenses | 1,521 | 4,079 | ||
Total operating expenses | 9,232 | 8,597 | 27,061 | 25,592 |
Loss from operations | (8,222) | (6,442) | (21,894) | (18,656) |
Other expense, net: | ||||
Interest expense | (930) | (631) | (2,512) | (1,489) |
Other income (expense), net | (55) | 12 | (109) | (567) |
Total other expense, net | (985) | (619) | (2,621) | (2,056) |
Net loss before provision for income taxes | (9,207) | (7,061) | (24,515) | (20,712) |
Provision for income taxes | 9 | 8 | 33 | 32 |
Net loss attributable to common stockholders | $ (9,216) | $ (7,069) | $ (24,548) | $ (20,744) |
Net loss per share attributable to common stockholders, basic and diluted | $ (3.38) | $ (3.03) | $ (9.02) | $ (10.02) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | 2,728,888 | 2,333,820 | 2,722,922 | 2,070,322 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (9,216) | $ (7,069) | $ (24,548) | $ (20,744) |
Other comprehensive income (loss): | ||||
Cumulative translation adjustment | 43 | (9) | 93 | 33 |
Comprehensive loss | $ (9,173) | $ (7,078) | $ (24,455) | $ (20,711) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning balance, value at Dec. 31, 2017 | $ 13,194 | $ 3 | $ 177,757 | $ (79) | $ (164,487) |
Beginning balance, shares at Dec. 31, 2017 | 1,929,352 | ||||
Issuance of common stock pursuant to stock options exercises of vested options | 392 | 392 | |||
Issuance of common stock pursuant to stock options exercises of vested options, shares | 15,715 | ||||
Stock-based compensation | 419 | 419 | |||
Issuance of common stock warrants pursuant to debt financing | 404 | 404 | |||
Issuance of common stock in connection with our follow-on offering, net of underwriters' commission and offering costs of $1,635 | 15,615 | $ 1 | 15,614 | ||
Issuance of common stock in connection with our follow-on offering, net of underwriters' commission and offering costs of $1,635, shares | 766,667 | ||||
Other comprehensive gain | 33 | 33 | |||
Net loss | (20,744) | (20,744) | |||
Ending balance, value at Sep. 30, 2018 | 9,313 | $ 4 | 194,586 | (46) | (185,231) |
Ending balance, shares at Sep. 30, 2018 | 2,711,734 | ||||
Beginning balance, value at Jun. 30, 2018 | 603 | $ 3 | 178,799 | (37) | (178,162) |
Beginning balance, shares at Jun. 30, 2018 | 1,942,513 | ||||
Issuance of common stock pursuant to stock options exercises of vested options | 6 | 6 | |||
Issuance of common stock pursuant to stock options exercises of vested options, shares | 2,554 | ||||
Stock-based compensation | 167 | 167 | |||
Issuance of common stock in connection with our follow-on offering, net of underwriters' commission and offering costs of $1,635 | 15,615 | $ 1 | 15,614 | ||
Issuance of common stock in connection with our follow-on offering, net of underwriters' commission and offering costs of $1,635, shares | 766,667 | ||||
Other comprehensive gain | (9) | (9) | |||
Net loss | (7,069) | (7,069) | |||
Ending balance, value at Sep. 30, 2018 | 9,313 | $ 4 | 194,586 | (46) | (185,231) |
Ending balance, shares at Sep. 30, 2018 | 2,711,734 | ||||
Beginning balance, value at Dec. 31, 2018 | $ 1,582 | $ 4 | 194,841 | (50) | (193,213) |
Beginning balance, shares at Dec. 31, 2018 | 2,711,801 | ||||
Release of restricted stock awards, shares | 18,000 | ||||
Issuance of common stock pursuant to stock options exercises of vested options, shares | 0 | ||||
Stock-based compensation | $ 1,073 | 1,073 | |||
Other comprehensive gain | 93 | 93 | |||
Net loss | (24,548) | (24,548) | |||
Ending balance, value at Sep. 30, 2019 | (21,800) | $ 4 | 195,914 | 43 | (217,761) |
Ending balance, shares at Sep. 30, 2019 | 2,729,801 | ||||
Beginning balance, value at Jun. 30, 2019 | $ (12,982) | $ 4 | 195,559 | (208,545) | |
Beginning balance, shares at Jun. 30, 2019 | 2,723,801 | ||||
Release of restricted stock awards, shares | 6,000 | ||||
Issuance of common stock pursuant to stock options exercises of vested options, shares | 0 | ||||
Stock-based compensation | $ 355 | 355 | |||
Other comprehensive gain | 43 | 43 | |||
Net loss | (9,216) | (9,216) | |||
Ending balance, value at Sep. 30, 2019 | $ (21,800) | $ 4 | $ 195,914 | $ 43 | $ (217,761) |
Ending balance, shares at Sep. 30, 2019 | 2,729,801 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | |
Statement Of Stockholders Equity [Abstract] | ||
Underwriters' commission and offering costs | $ 1,635 | $ 1,635 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (24,548) | $ (20,744) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 524 | 539 |
Amortization of debt discounts and issuance costs | 586 | 318 |
Non-cash loss on extinguishment of debt | 178 | |
Stock-based compensation | 1,073 | 419 |
Provision for bad debt | 812 | 839 |
Loss on disposal of property and equipment | 41 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 2,094 | (3,417) |
Inventory | (321) | (1,686) |
Prepaid expenses and other assets | 234 | (40) |
Accounts payable | 1,437 | 1,956 |
Accrued and other liabilities | (262) | 253 |
Deferred revenue | (59) | 118 |
Net cash used in operating activities | (18,430) | (21,226) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (353) | (1,051) |
Net cash used in investing activities | (353) | (1,051) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from related party convertible promissory notes, net | 6,983 | |
Proceeds from subordinated promissory notes | 4,500 | |
Proceeds from exercised stock options | 392 | |
Proceeds from follow-on offering, net | 15,615 | |
Proceeds from long-term debt, net | 19,584 | |
Principal payments on long-term debt | (13,300) | |
Net cash provided by financing activities | 11,483 | 22,291 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 93 | 33 |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (7,207) | 47 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of period | 16,205 | 23,645 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — End of period | 8,998 | 23,692 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Interest paid during the period | 1,653 | 1,240 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION: | ||
Purchase of property and equipment included in accounts payable | 4 | |
Discounts and issuance costs in connection with long-term debt | 1,246 | |
Issuance of warrants in connection with long-term debt | $ 404 | |
Transfer of equipment from inventory to property and equipment | 220 | |
Discounts in connection with amendment of long-term debt | $ 480 |
Nature of Operations
Nature of Operations | 9 Months Ended |
Sep. 30, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Operations | 1. Nature of Operations Venus Concept Inc. formerly “Restoration Robotics, Inc.” is a medical device company incorporated in the state of Delaware on November 22, 2002 and headquartered in San Jose, California. The Company develops an image-guided robotic system that enables follicular unit extraction (FUE) and implantation functionality for use in the field of hair transplantation and markets the ARTAS ® Merger with Venus On March 15, 2019, the Company entered into the Merger Agreement (the Merger Agreement) with Radiant Merger Sub Ltd., a company organized under the laws of Israel and a directly, wholly-owned subsidiary of the Company (Merger Sub), The Merger Agreement provides that, upon the terms and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will be merged with and into Venus, with Venus continuing as the surviving corporation and a direct wholly-owned subsidiary of the Company. At the effective time of the Merger, each outstanding ordinary and preferred share of Venus, nominal value of New Israeli Shekels 0.001, other than shares held by Venus as treasury stock or held by the Company or Merger Sub, will be converted into the right to receive 8.6506 (“Exchange Ratio”) validly issued, fully paid and non-assessable shares of Common Stock (“Company Share”), and (ii) each outstanding Venus stock option and warrant will be assumed by the Company and converted into and become an option or warrant (as applicable) exercisable for Company Shares with the number and exercise price adjusted by the Exchange Ratio. On August 14, 2019, the Company, Radiant Merger Sub Ltd. and Venus entered into the First Amendment to the Merger Agreement (the “Merger Agreement Amendment”). The Merger Agreement Amendment, among other things, adds as a condition to closing the Merger the satisfaction of the following: (i) Venus must have raised cash proceeds in one or more issuances of common equity interests or convertible bond indebtedness of Venus or the Company, in an aggregate amount of at least $20,000 (exclusive of any investment by Madryn Health Partners, LP (Venus’ lender) not later than the close of business on the closing date of the Merger and (ii) Venus and the other loan parties to the credit agreement by and among Venus, such parties and the Madryn entities, must have unrestricted cash of at least $20,000 immediately after giving effect to the transactions contemplated by the Merger Agreement. Under the terms of the transaction, the Company and Venus shareholders will own approximately 15% and 85% of the combined company, respectively, on a fully diluted basis, without giving effect to the shares issued in the proposed equity commitment letter dated March 15, 2019, that is expected to close immediately after the merger (the Equity Commitment Letter). EW Healthcare Partners has committed to lead a $21,000 equity investment, priced at $0.4664 per share (subject to adjustment for stock splits), in the combined company’s common stock contingent on the closing of the Merger. Additional investors committed to participating in the proposed equity financing include HealthQuest Capital, Madryn Asset Management, Longitude Capital Management, Fred Moll and Aperture Venture Partners. On August 14, 2019, the Company, Venus and the investors party to the Equity Commitment Letter entered into the first amendment to the Equity Commitment Letter (the “Equity Commitment Letter Amendment”). Pursuant to the Equity Commitment Letter Amendment, the investors agreed to amend the Equity Commitment Letter to “pull forward” their maximum committed amounts such that the $21,000 committed under the Equity Commitment Letter would be invested on or prior to August 30, 2019 in Venus convertible promissory notes which will be convertible into shares of the Company’s common stock immediately following the consummation of the Merger. On August 14, 2019, the equity commitment letter investors purchased an aggregate of $6,950 in Convertible Notes and on August 21, 2019, certain of the remaining Equity Commitment Letter investors purchased an additional $14,050 of Convertible Notes. In addition to the Equity Commitment Letter, Fred Moll and InterWest Partners previously funded a $5,000 convertible note to the Company, which will convert into the combined company’s common stock upon consummation of the merger at a price of $0.4664 per share (subject to adjustment for stock splits). Note 8 Issuance of Convertible Promissory Notes by Venus and Issuance of Subordinated Promissory Note by Restoration Robotics On June 25, 2019, the Company entered into a Note Purchase Agreement (the Note Purchase Agreement) with Venus and certain investors named therein pursuant to which Venus sold $7,800 aggregate principal amount of unsecured senior subordinated convertible promissory notes (the Convertible Notes) to such investors (the Convertible Note Financing). The Convertible Notes bear interest on the unpaid principal amount at a rate of eight percent (8.0%) per annum from the date of issuance. Effective upon the closing of the Merger, all of the outstanding principal and unpaid accrued interest on the Convertible Notes will automatically be converted, in whole, into the number of shares of common stock, par value $0.0001 per share, of the Company at a conversion price of $0.4664 per share. On August 14, 2019, pursuant to that certain Note Purchase Agreement, dated as of June 25, 2019, with Venus and certain investors named therein pursuant to which Venus sold an additional $7,200 aggregate principal amount of Convertible Notes to such investors. The Convertible Notes contain the same terms as the $7,800 aggregate principal amount of Convertible Notes that were sold pursuant to the Note Purchase Agreement on June 25, 2019 and bear interest on the unpaid principal amount at a rate of eight percent (8.0%) per annum from the date of issuance. The Company’s stockholders approved a proposal that effective upon the closing of the Merger, all of the outstanding principal and unpaid accrued interest on the Convertible Notes will automatically be converted, in whole, into the number of shares of common stock, par value $0.0001 per share, of the Company at a conversion price of $0.4664 per share, subject to adjustment as provided in the Convertible Notes. In connection with the Convertible Note Financing, on June 25, 2019, the Company entered into a $2,500 Unsecured Subordinated Promissory Note, which funded on July 5, 2019, with Venus Concept USA Inc., a wholly owned subsidiary of Venus. On August 14, 2019, the Company entered into another $2,500 Unsecured Subordinated Promissory Note funded in three tranches A and B of $1,000 each and tranche C of $500 with Venus Concept USA Inc., a wholly owned subsidiary of Venus, collectively (the Subordinated Notes). Tranches A and B were funded on August 27, 2019 and September 25, 2019, respectively, for a total of $2,000. The maturity date of the Subordinated Notes is November 30, 2019. The Subordinated Notes bear interest on the unpaid principal amount at a rate of eight percent (8%) per annum from the date of issuance, provided that upon any event of default pursuant to the Subordinated Notes, the Subordinated Notes shall bear interest payable on demand at a rate that is 4% per annum in excess of the rate of interest otherwise payable thereunder. The Subordinated Notes are unsecured and subordinate in priority to the Company’s existing obligations to Solar Capital, Ltd. under its amended loan and security agreement. The Company (formerly named Restoration Robotics, Inc.), completed its business combination with Venus, in accordance with the terms of the Merger Agreement. Immediately following the effective time of the Merger, the Company effected a 15-for-1 reverse stock split of the common stock (“Reverse Stock Split”) and the Company changed its corporate name from “Restoration Robotics, Inc.” to “Venus Concept Inc.”, (“Name Change”) and the business conducted by Venus became the primary business conducted by the Company. Venus is an innovative global medical technology company that develops, commercializes and delivers minimally invasive and non-invasive medical aesthetic technologies and related practice enhancement services. The Merger, the Reverse Stock Split and the Name Change were approved by the Company’s stockholders at an annual meeting of its stockholders held on October 4, 2019. A Form 8-K disclosing the full voting results was filed with the Securities and Exchange Commission (SEC) on October 7, 2019. The transaction closed on November 7, 2019. This Quarterly Report on Form 10-Q includes only the accounts of Restoration Robotics, Inc. prior to the Merger with Venus Concept Inc. on November 7, 2019. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Liquidity These condensed consolidated financial statements are prepared on a going concern basis that contemplates the realization of assets and extinguishment of liabilities in the normal course of business. The Company has incurred net operating losses and negative cash flows from operations since inception. As of September 30, 2019, and December 31, 2018, the Company has an accumulated deficit of $217,761 and $193,213 and, as of such dates, and through the date of this filing, does not have sufficient capital to fund its planned operations. Because of the Company’s recurring losses from operations and negative cash flows, the Company’s independent registered public accounting firm included an explanatory paragraph in its report on the Company’s consolidated financial statements as of, and for the year ended, December 31, 2018 that such factors raise substantial doubt about the Company’s ability to continue as a going concern. To continue its operations, the Company must achieve profitable operations and/or obtain additional financing. Until the Company generates revenue at a level to support its cost structure, the Company expects to continue to incur substantial operating losses and net cash outflows. The Company may never become profitable and even if it does attain profitable operations, it may not be able to sustain profitability or positive cash flows on a recurring basis. The Company will need to raise further capital in the future to service its debt or fund its operations until the time it can sustain positive cash flows. There can be no assurance that the Company will be successful in raising additional capital or that such capital, if available, will be on terms that are acceptable to the Company. If the Company is unable to raise sufficient additional capital, it may be compelled to reduce the scope of its operations and planned capital expenditures or sell certain assets, including intellectual property assets. The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business, and, as such, the condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. Basis of Presentation The condensed consolidated balance sheets as of September 30, 2019, the condensed consolidated statements of operations and condensed consolidated statements of comprehensive loss for the three and nine months ended September 30, 2019 and 2018, the condensed consolidated statements of cash flows for the nine months ended September 30, 2019 and 2018 and the condensed consolidated statements of stockholders’ equity (deficit) for the three and nine months ended September 30, 2019 and 2018 are unaudited. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP) and in the opinion of management, reflect all adjustments of a normal and recurring nature that are necessary for the fair presentation of the Company’s condensed consolidated financial statements included in this report. The condensed consolidated financial data disclosed in these notes to the condensed consolidated financial statements related to the three-month periods are also unaudited. The condensed consolidated results of operations for the three and nine months ended September 30, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019, or for any other future annual or interim period. The consolidated balance sheet as of December 31, 2018 included herein was derived from the audited consolidated financial statements as of that date. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in its Annual Report filed on Form 10-K for the year ended December 31, 2018, with the SEC on March 20, 2019, as amended. Principles of Consolidation The accompanying condensed c n s l i a e f i a c i a s t m n i c l u t u Restoration Robotics, Inc. A l i e rc m a n cc u n t r a s c i o a v b e l i m i a i o s l i a t i n Use of Estimates The preparation of the 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 disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates and assumptions made in the accompanying condensed consolidated financial statements Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents consist primarily of funds invested in readily available checking and savings accounts, investments in money market funds and short-term time deposits. The Company’s restricted cash is held in a separate money market account as collateral for credit cards. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheets that sum to the total of the same amounts shown in the condensed consolidated statements of cash flows. September 30, 2019 December 31, 2018 Cash and cash equivalents $ 8,915 $ 16,122 Restricted cash 83 83 Total cash, cash equivalents and restricted cash in the condensed consolidated statements of cash flows $ 8,998 $ 16,205 Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (CODM) in deciding how to allocate resources to an individual segment and in assessing performance. The Company's CODM is its Chief Executive Officer. The Company has determined it operates in a single operating segment and has one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. The Company does not assess the performance of individual product line on measures of profit or loss, or asset-based metrics. Concentration of Customers For the three and nine months ended September 30, 2019, one and no customers accounted for more than 10% of the Company’s revenue, respectively. For the three and nine months ended September 30, 2018, no customers accounted for more than 10% of the Company’s revenue. As of September 30, 2019, one customer accounted for 14% of the Company’s total accounts receivable. As of December 31, 2018, no customers accounted for more than 10% of the Company’s total accounts receivable. JOBS Act Accounting Election The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the JOBS Act). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued after the enactment of the JOBS Act until those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is (i) no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. Recently Adopted Accounting Standards In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014‑09, Revenue from Contracts with Customers (Topic 606), as amended by ASU No. 2015-14, ASU No. 2016-08, ASU No. 2016-10, ASU No. 2016-12, and ASU No. 2016-20, (collectively, ASU 2014-09). ASU 2014-09 establishes a principle for recognizing revenue upon the transfer of promised goods or services to customers in an amount that reflects the expected consideration received in exchange for those goods or services and provides guidance on the recognition of costs related to obtaining and fulfilling customer contracts. ASU 2014-09 is required to be adopted, using either of two methods: (i) retrospective to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU 2014-09; or (ii) retrospective with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application and providing certain additional disclosures. The Company adopted the new revenue standard on January 1, 2019, using the modified retrospective transition method applied to those contracts which were not completed as of that date. See Note 3. Revenue , to the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for additional details. In June 2018, the FASB issued ASU No. 2018-7, Compensation – Stock Compensation (Topic 718)— Improvements to Nonemployee Share-Based Payment Accounting Recently Issued Accounting Standards Not Yet Adopted In February 2016, the FASB issued ASU No. 2016‑02, Leases (Topic 842) |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2019 | |
Revenues [Abstract] | |
Revenue | 3. REVENUE Change in Accounting Principle In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers Topic 606). Revenue Recognition The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective method). The Company adopted the standard effective January 1, 2019 using the modified retrospective method. This approach was applied to all contracts that were not completed as of January 1, 2019. The adoption of Topic 606 did not have a material impact on the Company’s historical net losses and, therefore, no adjustment was made to the opening balance of accumulated deficit at January 1, 2019. Therefore, the comparative 2018 period has not been adjusted and continues to be reported under Topic 605. Topic 606’s core principle is that a reporting entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying this new guidance to contracts within its scope, an entity will: • Identify the contract(s) with a customer; • Identify the performance obligations in the contract; • Determine the transaction price; • Allocate the transaction price to the performance obligations in the contract; and • Recognize revenue when (or as) the entity satisfies a performance obligation. Impact on Financial Statements In accordance with Topic 606, the disclosure of the impact of the change in accounting principle to the unaudited condensed consolidated statements of operations and balance sheet was as follows: Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Condensed Consolidated Statements of Operations Data As Reported Change Balance Without ASC 606 Adoption As Reported Change Balance Without ASC 606 Adoption Revenue $ 3,307 $ 24 $ 3,331 $ 11,632 $ (121 ) $ 11,511 Gross profit 1,010 24 1,034 5,167 (121 ) 5,046 Total operating expenses 9,232 — 9,232 27,061 9 27,070 Loss from operations $ (8,222 ) $ 24 $ (8,198 ) $ (21,894 ) $ (130 ) $ (22,024 ) Net loss before provision for income taxes $ (9,207 ) $ 24 $ (9,183 ) $ (24,515 ) $ (130 ) $ (24,645 ) Net loss attributable to common stockholders $ (9,216 ) $ 24 $ (9,192 ) $ (24,548 ) $ (130 ) $ (24,678 ) Net loss per share attributable to common stockholders, basic and diluted $ (3.38 ) $ 0.01 $ (3.37 ) $ (9.02 ) $ (0.04 ) $ (9.06 ) Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 2,728,888 2,728,888 2,722,922 2,722,922 September 30, 2019 Condensed Consolidated Balance Sheets Data As Reported Change Balance Without ASC 606 Adoption Assets Prepaid expenses and other current assets $ 1,042 $ (121 ) $ 921 Other assets $ 100 $ (9 ) $ 91 Stockholders' deficit Accumulated deficit $ (217,761 ) $ (130 ) $ (217,891 ) Revenue Recognition The Company generates revenue primarily through the sale and delivery of promised goods and services, which consists of the sale of ARTAS® and ARTAS® iX Systems, training on the systems, extended service contracts, consumables and marketing services. Revenue is recognized when control is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for the goods or services. Sales prices are documented in the executed sales contract or purchase order prior to the transfer of control to the customer. Customers may enter into a separate extended service agreement (referred to as ARTAS Care) to purchase an extended warranty for products from the Company whereby the payment is due at the inception of the agreement or in monthly installment payments. Revenue for ARTAS Care is recognized ratably over the term of the agreement. The Company also utilizes distributors to sell ARTAS ® ® States Performance Obligations, Determination and Allocation of Transaction Price and Method of Recognition The Company's system sale arrangements generally contain multiple products and services. For these bundled sale arrangements, the Company accounts for individual products and services as separate performance obligations. These performance obligations include: ARTAS® or ARTAS® iX System, including related accessories and software license (considered as one performance obligation), product training, consumables (consisting of harvest or site making/implantation kits), extended service contracts and marketing services. All ARTAS® and ARTAS® iX Systems include an assurance-type standard warranty, generally for a 12-month period. ARTAS Care (extended warranty service contract) will commence at the expiration of the standard warranty period. For multiple performance obligations arrangements, the Company allocates revenue to each performance obligation based on its relative stand-alone selling price for each performance obligation, which is based on observable prices. ARTAS® and ARTAS® iX Systems and consumables are performance obligations that are satisfied at a point in time (upon shipment), whereas ARTAS Care, product training, and marketing services are performance obligations that are satisfied over time (e.g. straight line over the performance period or as training and marketing services are performed). The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period as follows (in thousands): Revenue 2019 (A) 2020 2021 2022 and Thereafter Total System related $ 497 $ — $ — $ — $ 497 Procedure-based 20 — — — 20 Service-related fees 439 467 172 7 1,085 Total $ 956 $ 467 $ 172 $ 7 $ 1,602 (A) Represents unearned revenue for the remaining three months of the year 2019. Shipping and Freight Costs Shipping and freight costs are treated as fulfillment costs. For shipments to end-customers, the customer bears the shipping and freight costs and has control of the product upon shipment. For shipments to distributors, the distributor bears the shipping and freight costs, including insurance, tariffs and other import/export costs. Additionally, sale taxes are excluded from revenue. Practical Expedients In connection with the Company’s adoption of Topic 606, the Company elected to use the following practical expedients (i) not to adjust the promised amount of consideration for the effects of a significant financing component when the Company expects, at contract inception, that the period between the Company's transfer of a promised product or service to a customer and when the customer pays for that product or service will be one year or less; (ii) to expense costs as incurred for costs to obtain a contract when the amortization period would have been one year or less; and (iii) not to recast revenue for contracts that begin and end in the same fiscal year. Costs to Obtain Customer Contracts Sales commissions and related expenses are considered incremental and recoverable costs of acquiring customer contracts. Except for sales commissions that would have been amortized in one year or less, which we have elected the practical expedient discussed above, certain sales commissions related to ARTAS Care and consumables that are sold bundled with the ARTAS ® ® Deferred Revenue (Remaining Performance Obligations) The aggregate balance of remaining performance obligations represents contracted revenue that has not yet been recognized primarily from ARTAS Care extended warranty service contracts, product training and marketing services not yet rendered to customers. Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Balance at the beginning of the period $ 1,535 $ 1,661 Additions 652 1,658 Recognition of deferred revenue (585 ) (1,717 ) Balance at the end of the period $ 1,602 $ 1,602 Less: Deferred revenue - current $ 1,346 $ 1,346 Deferred revenue - non-current (A) $ 256 $ 256 (A) Included in “Other long-term liabilities” on the condensed consolidated balance sheets as of September 30, 2019. Disaggregation of Revenue The Company disaggregates revenue from contracts with customers into geographical regions and by the timing of when goods and services are transferred. The Company determined that disaggregating revenue into these categories depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by regional economic factors. The following tables provide information about disaggregated revenue from contracts with customers into geographic regions, and the nature of the products and services: Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 United States $ 1,405 $ 3,856 $ 6,613 $ 8,712 Europe and Middle East * 1,382 362 2,819 2,323 Asia Pacific 196 553 1,291 3,213 Rest of World 324 47 909 1,050 Total revenue $ 3,307 $ 4,818 $ 11,632 $ 15,298 * No individual country is greater than 10% of revenue Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Systems $ 1,862 $ 3,040 $ 6,549 $ 7,571 Procedure-based 935 1,280 3,640 6,150 Service-related fees 510 498 1,443 1,577 Total revenue $ 3,307 $ 4,818 $ 11,632 $ 15,298 |
Net Loss per Share
Net Loss per Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Net Loss Per Share Basic net loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method. For purposes of this calculation, convertible preferred stock, preferred stock warrants and stock options are common stock equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. Effective November 7, 2019, a reverse stock split of 15-for-1 was retrospectively applied to the common stock equivalents in the table below. The following outstanding shares of common stock equivalents were excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive: As of September 30, 2019 2018 Options to purchase common stock 221,941 135,126 Restricted stock awards 6,000 — Warrants for common stock 18,147 31,212 Total potential dilutive shares 246,088 166,338 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 5. FAIR Cash and cash The Company’s Term Loan with Solar and Convertible Promissory Notes (both discussed further in Note 8) have fair values that approximate their carrying value. U.S. GAAP establishes a framework for measuring fair value and a fair value hierarchy based on the inputs used to measure fair value. This framework maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the observable inputs be used when available. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It applies to both items recognized and reported at fair value in the condensed consolidated financial statements and items disclosed at fair value in the notes to the condensed consolidated financial statements. Observable Level - Quoted prices are available in active markets for identical assets or liabilities as of the report date. A quoted price for an identical asset or liability in an active market provides the most reliable fair value measurement because it is directly observable to the market. Level - Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the report date. The nature of these securities includes investments for which quoted prices are available but traded less frequently and investments that are fair valued using other securities, the parameters of which can be directly observed. Level - Securities that have little to no pricing observability as of the report date. These securities are measured using management’s best estimate of fair value, where the inputs into the determination of fair value are not observable and require significant management judgment or estimation. A financial The following Fair Value Measurements as of September 30, 2019 Quoted Prices in Active Markets using Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets Cash Equivalents: Money market account $ 8,048 $ — $ — $ 8,048 Restricted cash: Money market account 83 — — 83 Total assets $ 8,131 $ — $ — $ 8,131 Fair Value Measurements as of December 31, 2018 Quoted Prices in Active Markets using Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets Cash Equivalents: Money market account $ 13,968 $ — $ — $ 13,968 Restricted cash: Money market account 83 — — 83 Total assets $ 14,051 $ — $ — $ 14,051 |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Sep. 30, 2019 | |
Balance Sheet Components [Abstract] | |
Balance Sheet Components | 6. BALANCE Inventory Inventory September 30, December 31, 2019 2018 Raw materials $ 2,417 $ 2,464 Work-in-process 225 323 Finished goods 2,981 2,735 Total inventory $ 5,623 $ 5,522 Property Property September 30, December 31, 2019 2018 Equipment $ 4,028 $ 3,531 Computer hardware and software 927 901 Leasehold improvements 874 874 Furniture and fixtures 483 457 Total property and equipment 6,312 5,763 Less: Accumulated depreciation and amortization (4,989 ) (4,464 ) Total property and equipment, net $ 1,323 $ 1,299 Depreciation and amortization expense were $220 and $524 for three and nine months ended September 30, 2019, respectively. Depreciation and amortization expense were $268 and $539 for the three and nine months ended September 30, 2018, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. COMMITMENTS Operating The Company has various operating leases including 23,000 square feet of office space and 2,500 square feet of manufacturing space in San Jose, California. The office space lease expires in April 2022. The Company’s manufacturing space lease expired in April 2019 and is now on a month-to-month lease arrangement. Aggregate future minimum lease payments required under the Company’s operating leases as of September 30, 2019 are as follows: Years Ending December 31, 2019 (remaining 3 months) $ 131 2020 534 2021 550 2022 188 Total future minimum lease payments $ 1,403 Total rent expense was $161 and $481 for three and nine months ended September 30, 2019, respectively. Total rent expense was $163 and $401 for the three and nine months ended September 30, 2018, respectively. Commitments The Company has two master agreements and a component pricing agreement with Evolve Manufacturing Technologies, Inc. (Evolve) for the supply of the ARTAS ® ® In March 2018, the Company received U.S. FDA 510(k) clearance to expand the ARTAS ® ® ® Licensing In July 2006, the Company entered into a license agreement with Rassman Licensing, LLC (Rassman) for non-exclusive, royalty bearing, non-transferable, perpetual, world-wide rights for use on approved fields relating to robotically controlled hair removal and implantation procedures. In consideration for this license, the Company paid Rassman a one-time payment of $1,000. The agreement terminates on May 9, 2020. In February 2012, the Company amended its license agreement with Rassman. In exchange for a one-time $400 payment to Rassman, the Company now has a fully paid royalty-free perpetual license to a patent subject to this license agreement. In July 2006, the Company entered into a license agreement with HSC Development, LLC for exclusive non-transferable, royalty-free worldwide rights for use in approved fields relating to a computer-controlled system in which a device is carried on a mechanized arm for extraction or implantation of a follicular unit without manual manipulation. In consideration for this license, the Company paid HSC Development, LLC a one-time payment of $25 and issued 2,500 shares of the Company’s common stock. The agreement terminates on July 27, 2024. Legal Proceedings From time to time the Company is involved in litigation arising out of claims in the normal course of business. Based on the information presently available, management believes that there are no claims or actions pending or threatened against the Company, the ultimate resolution of which will have a material effect on the Company’s financial position, liquidity or results of operations, although the results of litigation are inherently uncertain. Purported Shareholder Class Action On May 23, 2018, a putative shareholder class action complaint was filed in Superior Court of the State of California, County of San Mateo (the Superior Court), captioned Wong v. Restoration Robotics, Inc., et al., No. 18CIV02609. On June 21, 2018 and June 28, 2018, two putative class action complaints were filed in the United States District Court for the Northern District of California, captioned Guerrini v. Restoration Robotics, Inc., et al., No. 5:18-cv-03712-EJD and Yzeiraj v. Restoration Robotics, Inc., et al., No. 5:18-cv-03883-BLF, respectively. On July 24, 2018, the U.S. Northern District Court related the Guerrini and Yzeiraj actions and reassigned the Yzeiraj action to Judge Edward J. Davila. The Wong and Guerrini complaints name the Company as defendants, and certain of its current and former executive officers and directors, certain of its venture capital investors and the underwriters in the Company’s IPO. The Yzeiraj complaint names the Company as defendants and certain of its current and former executive officers and directors. The Wong complaint asserts claims under Sections 11, 12(a)(2) and 15 of the Securities Act of 1933, or the Securities Act. The Guerrini and Yzeiraj complaints assert claims under Sections 11 and 15 of the Securities Act. The complaints all allege, among other things, that the Company’s Registration Statement filed with the SEC on September 1, 2017 and the Prospectus filed with the SEC on October 13, 2017 in connection with the Company’s IPO were inaccurate and misleading, contained untrue statements of material facts, omitted to state other facts necessary to make the statements made not misleading and omitted to state material facts required to be stated therein. The complaints seek unspecified monetary damages, other equitable relief and attorneys’ fees and costs. In addition, on June 11, 2019, a putative shareholder class action complaint was filed in Superior Court of the State of California, County of San Mateo, captioned Li v. Restoration Robotics, Inc., et al., No. 19CIV08173. The Li complaint asserts claims under Sections 11, 12(a)(2) and 15 of the Securities Act of 1933, or the Securities Act and is based on the same set of facts as the Wong complaint. The Li complaint seeks unspecified monetary damages, other equitable relief and attorneys’ fees and costs. On August 8, 2018, the Company, along with certain of its current and former executive officers and directors, filed a motion to dismiss the Wong complaint based on the forum selection clause designating the federal district courts as the exclusive forum for claims arising under the Securities Act contained in the Company’s Amended and Restated Certificate of Incorporation, and which asked the court in the alternative to stay the Wong action. Also, on August 8, 2018, the venture capital investor and underwriters’ defendants in the Wong action filed demurrers to the Wong complaint, and the Company, along with certain of its current and former executive officers and directors, joined in the venture capital investor defendants’ demurrer. A hearing on the Company’s motion to dismiss and the demurrers to the Wong complaint was held on October 24, 2018. On October 25, 2018, the Court ordered the defendants’ demurrers to the complaint sustained with leave to amend and granted an extension of time for plaintiff to serve a First Amended Complaint until further order of the Court. On January 31, 2019, the Court stayed the case and stayed any decision on the Company’s motion to dismiss on forum selection grounds pending resolution of an appeal of Sciabacucchi v. Salzberg, a case addressing similar issues in Delaware. On August 12, 2019, the Court consolidated the Wong and Li actions, and lifted the stay imposed on January 31, 2019 to allow further briefing on the Company’s motion to dismiss. A further hearing on the motion to dismiss was held on September 17, 2019. On October 2, 2018, the U.S. Northern District Court granted a Motion for Consolidation of Related Actions, Appointment as Lead Plaintiff and Approval of Lead Counsel filed by Plaintiff Edgardo Guerrini, which consolidated the Guerrini and Yzeiraj actions under the caption In re Restoration Robotics, Inc. Securities Litigation, Case No. 5:18-cv-03712-EJD. On November 30, 2018, Lead Plaintiff Edgardo Guerrini filed a Consolidated Amended Complaint for violations of federal securities laws asserting the same claims, against the same defendants, as his original complaint but adding certain allegations in support of those claims. On January 29, 2019, the Company, along with certain of its current and former executive officers and directors, filed a motion to dismiss the Consolidated Amended Complaint for failure to state a claim under Federal Rule of Civil Procedure 12(b)(6). The venture capital defendants and underwriter defendants filed joinders to the Company’s motion to dismiss on the same day. On October 18, 2019, the District Court granted in part and denied in part the Company’s motion to dismiss. On July 11, 2019, a verified shareholder derivative complaint was filed in the United States District Court for the Northern District of California, captioned Mason v. Rhodes, No. 5:19-cv-03997-NC. The complaint alleges that certain of our current and former executive officers and directors breached their fiduciary duties, have been unjustly enriched and violated Section 14(a) of the Securities Exchange Act of 1934 in connection with our IPO and our 2018 proxy statement. The complaint seeks unspecified damages, declaratory relief, other equitable relief and attorneys’ fees and costs. On August 21, 2019, the District Court related the Mason action with the federal class action, In re Restoration Robotics, Inc. Sec. Litig., and reassigned the Mason action to Judge Edward J. Davila. Also, on August 21, 2019, the District Court granted the parties’ joint stipulation to stay the Mason action during the pendency of the federal class action, In re Restoration Robotics, Inc. Sec. Litig., No. 5:18-cv-03712-EJD. On September 24, 2019, a complaint was filed in the United States District Court for the Northern District of California, captioned Bushansky v. Restoration Robotics, Inc., et al., No. 5:19-cv-06004-MMC. The complaint alleges, among other things, that defendants violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 and Securities and Exchange Commission Rule 14d-9. The complaint alleges that the proxy statement filed with the United States Securities and Exchange Commission by Restoration Robotics on September 10, 2019 in connection with the proposed transaction whereby Restoration Robotics would merge with Venus Concept Ltd. omitted or misrepresented material information. The complaint seeks, among other things, injunctive relief, unspecified damages, and attorneys’ fees and costs. On November 6, 2019, the plaintiff voluntarily dismissed the Bushansky action with prejudice as to his individual claims and without prejudice as to the claims of the putative class. The Company believes that these lawsuits are without merit and management intends to vigorously defend against these claims. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Issuance of Unsecured Subordinated Promissory Notes In connection with the Convertible Note Financing, on June 25, 2019, the Company entered into a $2,500 Unsecured Subordinated Promissory Note, which funded on July 5, 2019, with Venus Concept USA Inc., a wholly owned subsidiary of Venus. On August 14, 2019, the Company entered into another $2,500 Unsecured Subordinated Promissory Note funded in three tranches A and B of $1,000 each and tranche C of $500 with Venus Concept USA Inc., a wholly owned subsidiary of Venus, collectively (the Subordinated Notes). Tranches A and B were funded on August 27, 2019 and September 25, 2019, respectively for a total of $2,000. The maturity date of the Subordinated Notes is November 30, 2019. The Subordinated Notes bear interest on the unpaid principal amount at a rate of eight percent (8%) per annum from the date of issuance, provided that upon any event of default pursuant to the Subordinated Notes, the Subordinated Notes shall bear interest payable on demand at a rate that is 4% per annum in excess of the rate of interest otherwise payable under thereunder. The Subordinated Notes are unsecured and subordinate in priority to the Company’s existing obligations to Solar Capital, Ltd. under its amended loan and security agreement. Issuance of Related Party Convertible Promissory Notes On February 28, 2019, the Company entered into a Note Purchase Agreement pursuant to which the Company raised $5,000 through the issuance of two unsecured subordinated convertible promissory notes (the Notes) to Frederic Moll, M.D., one of the Company’s directors, and Interwest Partners IX, LP, one of the Company’s stockholders affiliated with Gil Kliman, M.D., one of the Company’s directors (together, the Investors). The Note Purchase Agreement was amended on August 20, 2019 to adjust the post-merger conversion price for per share from $0.825 to $0.4664 and to convert the Notes upon consummation of the Merger. In addition, on August 20, 2019, the Company entered into a Note Purchase Agreement pursuant to which the Company raised $2,000 through the issuance of one unsecured subordinated convertible promissory note to Frederic Moll, M.D. The maturity date of the Notes is August 28, 2020 (the Maturity Date). The Notes bear interest on the unpaid principal amount at a rate of eight percent (8.0%) per annum from the date of issuance. The Notes are unsecured and subordinate in priority to the Company’s existing obligations under the Solar Agreement. All of the outstanding principal and unpaid accrued interest on the Notes will automatically be converted into shares of the same class and series of capital stock of the Company issued to other investors upon consummation of the Merger, into the number of fully paid and non-assessable shares of the Company’s common stock, par value $0.0001 per share, of Restoration Robotics (the “Common Stock”), calculated by dividing the outstanding principal amount of this Note (and any accrued and unpaid interest under this Note) by the Post-Merger Conversion Price then in effect. The initial Post-Merger Conversion Price is $0.4664 per share, subject to adjustment for any stock split. Upon the occurrence of certain events of default or the Maturity Date, the Notes require the Company to repay the principal amount of the Notes and any unpaid accrued interest. Issuance costs associated with the Notes were not significant and accrued interest of $259 through September 30, 2019 is reported in “Other Accrued Liabilities” on the condensed consolidated balance sheets. Loan and Security Agreement In May 2018, the Company entered into a Loan and Security Agreement and as subsequently amended (the Solar Agreement) with Solar Capital Ltd. (Solar) and certain other lenders thereunder (together with Solar, the Lenders), and Solar, as the Collateral Agent. The Solar Agreement consists of a four-year term loan for an aggregate principal amount of $20,000 (the Borrowings), for working capital, to fund the Company’s general business requirements and to repay indebtedness of the Company to Oxford Finance LLC (the Oxford Agreement). The Company used $10,085 of the loan proceeds to repay the outstanding principal of $8,667, a final payment fee of $1,300 plus accrued interest and prepayment fees of $118 under the Oxford Agreement. The Borrowings under the Solar Agreement bear interest through maturity at a rate equal to the U.S. Dollar LIBOR rate plus 7.95% per annum (the Interest Rate). The outstanding balance on the loan was $20,000 and accrued interest totaled $167 as of September 30, 2019. The Interest Rate was 10.1% at September 30, 2019. Pursuant to the terms of the Solar Agreement, the Company shall make interest only payments until December 1, 2019 (the Interest Only Period). The Interest Only Period may be extended up to three additional months, if the Company achieves certain revenue and capital fundraising thresholds. Following cessation of the Interest Only Period, the Company shall make equal monthly payments on the outstanding principal balance of the Borrowings and any unpaid and accrued interest such that the Borrowings shall be fully repaid on May 1, 2022. In addition, pursuant to the Solar Agreement, the Company issued the Lenders warrants (the Warrants) to purchase an aggregate of 161,725 shares of the Company’s common stock, $0.0001 par value per share, at an exercise price of $3.71 per share. The Warrants were immediately exercisable upon issuance, and excluding certain mergers or acquisitions, will expire on the ten-year anniversary of the date of issuance. The fair value of the Warrants issued was determined to be $404 using a Black-Scholes valuation model with the following assumptions: common stock price at issuance of $3.71 per share; exercise price of $3.71; risk-free interest rate of 2.97% based upon observed risk-free interest rates; expected volatility of 55.50% based on the Company’s implied volatility; expected term of ten years, which is the contractual life of the Warrants; and a dividend yield of 0%. The fair value of the Warrants was recorded as a debt discount within notes payable and an increase to additional paid-in capital on the Company’s condensed consolidated balance sheets. The debt discount is being amortized as interest expense over the term of the Solar Agreement, using the effective interest method. The third-party transaction costs (not paid directly to the lenders) related to the debt of $404 are accounted for as a debt discount and classified within notes payable on the Company’s condensed consolidated balance sheets and amortized as interest expense over the term of the loan using the effective interest method. The obligations under the Solar Agreement are secured by a lien on substantially all the Company’s property. The Solar Agreement contains certain affirmative covenants, negative covenants and events of default, including, covenants and restrictions that among other things, require the Company and its subsidiary to satisfy certain financial covenants including covenants requiring the Company to satisfy certain revenue and liquidity thresholds, and restricts the ability of the Company and its subsidiary’s ability to, incur liens, incur additional indebtedness, make loans and investments, engage in mergers and acquisitions, engage in asset sales or sale and leaseback transactions, and declare dividends or redeem or repurchase capital stock. A failure to comply with these covenants could permit the Lenders under the Solar Agreement to declare the Borrowings, together with accrued but unpaid interest and certain Prepayment Fees, to be immediately due and payable. On November 2, 2018, the Solar Agreement was amended to modify the compliance requirement for certain revenue and liquidity thresholds. As part of this amendment, the Company paid a fee of $50 to the Lenders and cancelled 161,725 Warrants (originally issued in May 2018, as mentioned above) and issued 161,725 new warrants of the Company’s common stock, $0.0001 par value per share, at an exercise price of $1.76 per share. All other terms of the Warrants were unchanged. On February 13, 2019, the Company entered into a Third Amendment to the Loan and Security Agreement (the Third Amendment), which amended the Solar Agreement with the Lenders. Pursuant to the terms of the Third Amendment, the Solar Agreement was amended to modify the compliance requirement for certain liquidity thresholds to provide the Company with additional flexibility. As part of the Third Amendment, the Final Fee (as defined in the Solar Agreement) that is payable to the Lenders upon prepayment, default and maturity of the Solar Agreement, was amended and increased by $130 to $960. In addition, the Solar Agreement was amended to include certain additional changes to covenants covering certain operational milestones. On June 14, 2019, the Company entered into a Fourth Amendment to the Solar Agreement, which modified the compliance requirement for certain liquidity thresholds. As part of the Fourth Amendment, the Final Fee that is payable to the Lenders upon prepayment, default and maturity of the Solar Agreement, was amended and increased by $150 to $1,110, and the Solar Agreement was also amended to include a new covenant covering certain equity financing milestones. In August 2019, the Company entered into a Fifth Amendment to the Solar Agreement, which modified the compliance requirement for certain revenue thresholds and included a new covenant covering certain equity financing milestones. As part of the Fifth Amendment, the Final Fee that is payable to the Lenders upon prepayment, default and maturity of the Solar Agreement, was amended and increased by $200 to $1,310. In October 2019, the Company entered into a Sixth Amendment to the Solar Agreement, which modified the drop dead date for the Merger from October 31, 2019 to November 15, 2019. As of September 30, 2019, the Company was in compliance with all covenants under the Solar Agreement, as amended. The Company is also required to make mandatory prepayments of the Borrowings, subject to specified exceptions, upon defaulting on any payments of principal or interest on the Borrowings, the occurrence of certain specified defaults of the covenants in the Solar Agreement, the occurrence of a material adverse change in the business, operations or conditions of the Company and specified other events (each, an Event of Default). Upon the occurrence and continuation of an Event of Default, the Borrowings shall accrue at the Interest Rate plus 4.0%. If all or any of the Borrowings are prepaid or required to be prepaid under the Solar Agreement, then the Company shall pay, in addition to such prepayment, a prepayment premium (the Prepayment Premium) equal to (i) with respect to any such prepayment paid on or prior to May 1, 2019, 3.0% of the principal amount of the Borrowings being prepaid, (ii) with respect to any prepayments paid after May 1, 2019 but on or prior to May 1, 2020, 2.0% of the principal amount of the Borrowings being prepaid and (iii) with respect to any prepayments paid after May 1, 2020 but on or prior to May 1, 2021, 1.0% of the principal amount of the Borrowings being prepaid. Notwithstanding the foregoing, if the Lenders each participate in a refinancing of the Borrowings, then the Prepayment Premium shall be 0%. The scheduled principal payments on the outstanding borrowings as of September 30, 2019 are as follows: As of September 30, 2019 Solar Debt Related Party Convertible Promissory Notes Unsecured Subordinated Promissory Notes Total 2019 (remaining 3 months) $ 667 $ — $ 4,500 $ 5,167 2020 8,000 7,000 — 15,000 2021 8,000 — — 8,000 2022 4,643 — — 4,643 2023 — — — — Total 21,310 7,000 4,500 32,810 Less: debt discount (1,274 ) — — (1,274 ) Less: current portion (5,878 ) (7,000 ) (4,500 ) (17,378 ) Non-current portion $ 14,158 $ — $ — $ 14,158 |
Common Stock Reserved For Issua
Common Stock Reserved For Issuance | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Common Stock Reserved For Issuance | The Company is common stock warrants, September 30, December 31, 2019 2018 Outstanding common stock warrants 18,147 18,147 Outstanding and issued stock options 221,941 265,962 Outstanding restricted stock units 66,667 — Shares reserved for future option grants 101,732 29,150 Total common stock reserved for issuance 408,487 313,259 |
Stock Option Plan
Stock Option Plan | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Option Plan | 10. STOCK OPTION PLAN 2005 and 2015 Plans The Company granted incentive stock options (ISOs) and non-statutory stock options (NSOs) pursuant to its 2005 Stock Option Plan (the 2005 Plan) until the Board of Directors approved the 2015 Stock Option Plan (the 2015 Plan), and all remaining shares available for future award under the 2005 Plan were transferred to the 2015 Plan and the 2005 Plan was terminated. The Company granted ISOs and NSOs pursuant to its 2015 Plan until the 2017 Equity Incentive Plan (the 2017 Plan) was approved by the Board of Directors and became effective on October 11, 2017. As a result of the 2017 Plan becoming effective, all remaining shares available for future award under the 2015 Plan were transferred to the 2017 Plan, the 2015 Plan was terminated, and no further grants will be made under the Company’s 2005 Plan and the 2015 Plan. Any outstanding stock awards granted under the 2005 Plan and the 2015 Plan will remain outstanding, subject to the terms of the Company’s 2005 Plan and 2015 Plan and the applicable stock award agreements, until such outstanding stock awards that are stock options are exercised or until they terminate or expire by their terms, or until such stock awards are fully settled, terminated or forfeited. 2017 Plan The Company’s 2017 Plan provides for the grant of ISOs, NSOs, stock appreciation rights, restricted stock awards, restricted stock unit awards, and other forms of equity compensation to employees, directors and consultants. In addition, the Company’s 2017 Plan provides for the grant of performance cash awards to employees, directors and consultants. The Company recognized Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Cost of revenue $ 11 $ 6 $ 31 $ 14 Sales and marketing 158 31 427 77 Research and development 27 11 78 39 General and administrative 159 119 537 289 Total stock-based compensation $ 355 $ 167 $ 1,073 $ 419 Stock Options The fair value of each option is estimated at the date of grant using the Black-Scholes-Merton option pricing model, based on the following assumptions : Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Expected term (years) — 6.0 5.1 5.37 - 6.10 Risk-free interest rate — 2.82% 2.65% 2.40 - 2.82% Expected volatility — 53.87% 60.00% 53.72 - 55.49% Dividend yield — 0% 0% 0% The Company did not grant any options in the three months ended September 30, 2019. Effective November 7, 2019, a reverse stock split of 15-for-1 was retrospectively applied to the outstanding stock options in the table below. The following table summarizes stock option activity under the Company’s stock option plan: Weighted- Weighted- Average Average Remaining Aggregate Number of Exercise Price Contractual Intrinsic Shares per Share Term Value Outstanding — December 31, 2018 265,962 $ 1.95 8.7 $ — Options granted 2,200 0.96 Options cancelled (46,221 ) 1.68 Outstanding — September 30, 2019 221,941 $ 1.99 7.4 $ — Vested and expected to vest — September 30, 2019 207,893 $ 2.00 7.3 $ — Exercisable — September 30, 2019 117,524 $ 2.02 7.0 $ — The weighted-average grant date fair value of options granted was $0.44 per share for nine months ended September 30, 2019. No options were exercised for the three and nine months ended September 30, 2019. The total intrinsic value of options exercised was $92 and $413 for the three and nine months ended September 30, 2018, respectively. Unamortized stock-based compensation was $1,607 as of September 30, 2019, which is expected to be recognized over a weighted-average period of approximately 2.48 years. Restricted Stock Awards The Company’s Board of Directors appointed Keith Sullivan, a current Board member of the Company, as interim Chief Commercial Officer, effective November 1, 2018, and for a period up to one year. Under the terms of the arrangement, Mr. Sullivan was granted 360,000 restricted stock awards, which shall vest in quarterly installments equal to 25% of the shares starting with the first vest date on January 15, 2019 so long as Mr. Sullivan is providing services. As of September 30, 2019, the Company had no unrecognized compensation expense. The aggregate intrinsic value of the RSAs outstanding was $58. Restricted Stock Units On February 27, 2019, the Company’s Board of Directors granted our Chief Financial Officer and interim Chief Commercial Officer each 500,000 restricted stock units that will vest contingent on the closing of the merger of the Company with Venus (as discussed in Note 1). During the three and nine months ended September 30, 2019, no stock-based compensation expense was recorded. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | The Company generated a loss for the three and nine months ended September 30, 2019 and incurred $9 and $33 of tax expense for the three and nine months ended September 30, 2019, respectively. The Company’s effective tax rate is (0.10)% and (0.14)% for income tax for the three and nine months ended September 30, 2019, respectively and the Company expects that its effective tax rate for the full year 2019 will be (0.17)%. Based on available evidence, including cumulative losses since inception and expected future losses, the Company has determined that it is more likely than not that the Company’s U.S. federal, U.S. state and Korea deferred tax assets will not be realized and therefore a valuation allowance has been provided on these net deferred tax assets. The Company has substantial net operating loss carry forwards available to offset future taxable income for U.S. federal and state income tax purposes. The Company’s ability to utilize its net operating losses may be limited due to changes in its ownership as defined by Section 382 of the Internal Revenue Code (the Code). Under the provisions of Sections 382 and 383 of the Code, a change of control, as defined in the Code, may impose an annual limitation on the amount of the Company’s net operating loss and tax credit carryforwards, and other tax attributes that can be used to reduce future tax liabilities. The Company files tax returns for U.S. federal and state tax returns along with tax returns in the United Kingdom, Hong Kong, Spain and South Korea. The Company is not currently subject to any income tax examinations. Since the Company’s inception, the Company had incurred losses from its U.S. operations, which generally allows all tax years to remain open. Beginning in first quarter of 2018, the Company is subject to new provisions of the tax law, including provisions related to Global Low Taxed Intangible Income (GILTI), Foreign Derived Intangible Income deductions (FDII), and other changes. However, due to the Company’s losses and full valuation allowance in the U.S., these were determined to have no material impact to the Estimated Annual Effective Tax Rate due to the full Valuation Allowance in the U.S. Uncertain Tax Positions Accounting Standards Codification 740-10 requires that the Company recognize the financial statement effects of a tax position when it becomes more likely than not, based upon the technical merits, that the position will be sustained upon examination. The gross amount of unrecognized tax benefits as of September 30, 2019 is approximately $1,540 and related to the reserve on R&D credits, none of which will affect the effective tax rate if recognized due to the valuation allowance. The Company does not expect any material changes in the next 12 months in unrecognized tax benefits. The Company recognizes interest and/or penalties related to uncertain tax positions. To the extent accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced and reflected in the period that such determination is made. The interest and penalties are recognized as other expense and not tax expense. The Company currently has no interest and penalties related to uncertain tax positions. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. SUBSEQUENT EVENTS Merger with Venus The Company (formerly named Restoration Robotics, Inc.), completed its business combination with Venus, in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of March 15, 2019, as amended from time to time (“Merger Agreement”), by and among the Company, Venus and Radiant Merger Sub Ltd., a company organized under the laws of Israel and a direct, wholly-owned subsidiary of the Company (“Merger Sub”). Under the Merger Agreement, Merger Sub merged with and into Venus, with Venus surviving as a wholly owned subsidiary of the Company (“Merger”). The Merger became effective on November 7, 2019. At the effective time of the Merger, each outstanding ordinary and preferred share of Venus, nominal value of New Israeli Shekels 0.001 each (a “Venus Share”), other than shares held by Venus as treasury stock or held by the Company or Merger Sub, were converted into the right to receive 8.6506 (the “Exchange Ratio”) validly issued, fully paid and non-assessable shares of Common Stock (a “Company Share”), and (ii) each outstanding Venus stock option and warrant was assumed by the Company and converted into and become an option or warrant (as applicable) exercisable for Company Shares with the number and exercise price adjusted by the Exchange Ratio. An aggregate of approximately 212.5 million shares of Common Stock was issued to the Venus shareholders in the Merger on a pre-split basis, which does not include approximately 49.6 million shares underlying outstanding options and warrants. Immediately after the effective time of the Merger, and after giving effect to the conversion of all Venus convertible notes and Restoration Robotics convertible notes and the issuance of Common Stock and Warrants in the Concurrent Financing (defined below), there were approximately 29,667,622 million shares of Common Stock outstanding. Immediately following the effective time of the Merger, the Company effected a 15-for-1 reverse stock split of the common stock (“Reverse Stock Split”) and the Company changed its corporate name from “Restoration Robotics, Inc.” to “Venus Concept Inc.” (“Name Change”), and the business conducted by Venus became the primary business conducted by the Company. The Merger, the Reverse Stock Split and the Name Change were approved by the Company’s stockholders at an annual meeting of its stockholders held on October 4, 2019. The issuance of the shares of Common Stock to the former shareholders of Venus was registered with the SEC on a registration statement on Form S-4 (Reg. No. 333-232000), which was declared effective on September 10, 2019. The Merger and additional related proposals were submitted to a vote of the Company’s stockholders pursuant to a proxy statement/prospectus statement dated September 10, 2019. The shares of Common Stock listed on the Nasdaq Global Market traded through the close of business on November 7, 2019 under the ticker symbol “HAIR” and commenced trading on the Nasdaq Global Market under the ticker symbol “VERO” on a post-Reverse Stock Split basis on November 8, 2019. On November 3, 2019, Venus Concept Inc., a Delaware corporation, (formerly known as Restoration Robotics, Inc.) and Venus Concept Ltd., a company organized under the laws of Israel, entered into a securities purchase agreement with certain investors named therein (collectively, the “Investors”) pursuant to which the Company agreed to issue and sell to the Investors in a private placement an aggregate of approximately 112,000 shares of the Company’s common stock, par value $0.0001 per share and warrants to purchase up to an aggregate of approximately 56,000 shares of the Company’s common stock at an exercise price of $6.00 per share immediately following the closing of the Merger (the Concurrent Financing). The impact of the business combination is not reflected in our unaudited condensed consolidated financial statements as of and for the period ended September 30, 2019, or in these corresponding notes, except for recapitalization of the Company’s common stock. Through September 30, 2019, merger-related expenses associated with this transaction were $4.1 million. We are in the process of completing the allocation of fair value to the assets and liabilities and pro-forma results of operations for this business combination. Loan and Security Agreement On November 5, 2019, the Company entered into a Sixth Amendment to the Loan and Security Agreement (the “Sixth Amendment”), which amended its Loan and Security Agreement entered into as of May 10, 2018 (the “Loan Agreement”) with Solar Capital Ltd. (Solar) and certain other lenders (together, the “Lenders”) under the Loan Agreement. Pursuant to the terms of the Sixth Amendment, the Loan Agreement was amended to modify the date by when the Company shall provide evidence of aggregate unrestricted net cash proceeds from a sale of stock or pursuant to equity financings or issuance of debt, and the date upon which the Company should maintain a certain level of liquidity, to the earlier of (i) November 15, 2019 or (ii) the termination of the Agreement and Plan of Merger, by and between the Company and Venus Concept Ltd., dated March 15, 2019, as amended, prior to the consummation of the merger described therein. On November 7, 2019, in connection with the Merger, the Company paid off and terminated its obligations under its Loan Agreement with Solar and the Lenders. The payoff to Solar and the Lenders pursuant to the Loan Agreement consisted of cash and warrants to purchase up to 50,000 shares of Common Stock, post Reverse Stock Split, at an exercise price of $6.00 per share. Reverse Stock Split Immediately following the Merger, the Company effected a reverse stock split of 15-for-1 of its common stock. The reverse stock split was retrospectively applied to the number of shares outstanding and used to calculate loss per share in the condensed consolidated balance sheets, statements of operations, statements of stockholders’ equity (deficit) and accompanying notes. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Liquidity | Liquidity These condensed consolidated financial statements are prepared on a going concern basis that contemplates the realization of assets and extinguishment of liabilities in the normal course of business. The Company has incurred net operating losses and negative cash flows from operations since inception. As of September 30, 2019, and December 31, 2018, the Company has an accumulated deficit of $217,761 and $193,213 and, as of such dates, and through the date of this filing, does not have sufficient capital to fund its planned operations. Because of the Company’s recurring losses from operations and negative cash flows, the Company’s independent registered public accounting firm included an explanatory paragraph in its report on the Company’s consolidated financial statements as of, and for the year ended, December 31, 2018 that such factors raise substantial doubt about the Company’s ability to continue as a going concern. To continue its operations, the Company must achieve profitable operations and/or obtain additional financing. Until the Company generates revenue at a level to support its cost structure, the Company expects to continue to incur substantial operating losses and net cash outflows. The Company may never become profitable and even if it does attain profitable operations, it may not be able to sustain profitability or positive cash flows on a recurring basis. The Company will need to raise further capital in the future to service its debt or fund its operations until the time it can sustain positive cash flows. There can be no assurance that the Company will be successful in raising additional capital or that such capital, if available, will be on terms that are acceptable to the Company. If the Company is unable to raise sufficient additional capital, it may be compelled to reduce the scope of its operations and planned capital expenditures or sell certain assets, including intellectual property assets. The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business, and, as such, the condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. |
Basis of Presentation | Basis of Presentation The condensed consolidated balance sheets as of September 30, 2019, the condensed consolidated statements of operations and condensed consolidated statements of comprehensive loss for the three and nine months ended September 30, 2019 and 2018, the condensed consolidated statements of cash flows for the nine months ended September 30, 2019 and 2018 and the condensed consolidated statements of stockholders’ equity (deficit) for the three and nine months ended September 30, 2019 and 2018 are unaudited. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP) and in the opinion of management, reflect all adjustments of a normal and recurring nature that are necessary for the fair presentation of the Company’s condensed consolidated financial statements included in this report. The condensed consolidated financial data disclosed in these notes to the condensed consolidated financial statements related to the three-month periods are also unaudited. The condensed consolidated results of operations for the three and nine months ended September 30, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019, or for any other future annual or interim period. The consolidated balance sheet as of December 31, 2018 included herein was derived from the audited consolidated financial statements as of that date. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in its Annual Report filed on Form 10-K for the year ended December 31, 2018, with the SEC on March 20, 2019, as amended. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed c n s l i a e f i a c i a s t m n i c l u t u Restoration Robotics, Inc. A l i e rc m a n cc u n t r a s c i o a v b e l i m i a i o s l i a t i n |
Use of Estimates | Use of Estimates The preparation of the 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 disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates and assumptions made in the accompanying condensed consolidated financial statements |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents consist primarily of funds invested in readily available checking and savings accounts, investments in money market funds and short-term time deposits. The Company’s restricted cash is held in a separate money market account as collateral for credit cards. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheets that sum to the total of the same amounts shown in the condensed consolidated statements of cash flows. September 30, 2019 December 31, 2018 Cash and cash equivalents $ 8,915 $ 16,122 Restricted cash 83 83 Total cash, cash equivalents and restricted cash in the condensed consolidated statements of cash flows $ 8,998 $ 16,205 |
Segments | Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (CODM) in deciding how to allocate resources to an individual segment and in assessing performance. The Company's CODM is its Chief Executive Officer. The Company has determined it operates in a single operating segment and has one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. The Company does not assess the performance of individual product line on measures of profit or loss, or asset-based metrics. |
Concentration of Customers | Concentration of Customers |
Jobs Act Accounting Election | JOBS Act Accounting Election The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the JOBS Act). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued after the enactment of the JOBS Act until those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is (i) no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014‑09, Revenue from Contracts with Customers (Topic 606), as amended by ASU No. 2015-14, ASU No. 2016-08, ASU No. 2016-10, ASU No. 2016-12, and ASU No. 2016-20, (collectively, ASU 2014-09). ASU 2014-09 establishes a principle for recognizing revenue upon the transfer of promised goods or services to customers in an amount that reflects the expected consideration received in exchange for those goods or services and provides guidance on the recognition of costs related to obtaining and fulfilling customer contracts. ASU 2014-09 is required to be adopted, using either of two methods: (i) retrospective to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU 2014-09; or (ii) retrospective with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application and providing certain additional disclosures. The Company adopted the new revenue standard on January 1, 2019, using the modified retrospective transition method applied to those contracts which were not completed as of that date. See Note 3. Revenue , to the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for additional details. In June 2018, the FASB issued ASU No. 2018-7, Compensation – Stock Compensation (Topic 718)— Improvements to Nonemployee Share-Based Payment Accounting |
Recently Issued Accounting Standards Not Yet Adopted | Recently Issued Accounting Standards Not Yet Adopted Leases (Topic 842) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheets that sum to the total of the same amounts shown in the condensed consolidated statements of cash flows. September 30, 2019 December 31, 2018 Cash and cash equivalents $ 8,915 $ 16,122 Restricted cash 83 83 Total cash, cash equivalents and restricted cash in the condensed consolidated statements of cash flows $ 8,998 $ 16,205 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Summary of Estimated Revenue Expected to be Recognized in Future Related to Performance Obligations Unsatisfied or Partially Unsatisfied at Period End | The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period as follows (in thousands): Revenue 2019 (A) 2020 2021 2022 and Thereafter Total System related $ 497 $ — $ — $ — $ 497 Procedure-based 20 — — — 20 Service-related fees 439 467 172 7 1,085 Total $ 956 $ 467 $ 172 $ 7 $ 1,602 (A) Represents unearned revenue for the remaining three months of the year 2019. |
Deferred Revenue (Remaining Performance Obligations) | The aggregate balance of remaining performance obligations represents contracted revenue that has not yet been recognized primarily from ARTAS Care extended warranty service contracts, product training and marketing services not yet rendered to customers. Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Balance at the beginning of the period $ 1,535 $ 1,661 Additions 652 1,658 Recognition of deferred revenue (585 ) (1,717 ) Balance at the end of the period $ 1,602 $ 1,602 Less: Deferred revenue - current $ 1,346 $ 1,346 Deferred revenue - non-current (A) $ 256 $ 256 (A) Included in “Other long-term liabilities” on the condensed consolidated balance sheets as of September 30, 2019. |
Disaggregation of Revenue Geographic Regions and Nature of Product and Services | The following tables provide information about disaggregated revenue from contracts with customers into geographic regions, and the nature of the products and services: Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 United States $ 1,405 $ 3,856 $ 6,613 $ 8,712 Europe and Middle East * 1,382 362 2,819 2,323 Asia Pacific 196 553 1,291 3,213 Rest of World 324 47 909 1,050 Total revenue $ 3,307 $ 4,818 $ 11,632 $ 15,298 * No individual country is greater than 10% of revenue Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Systems $ 1,862 $ 3,040 $ 6,549 $ 7,571 Procedure-based 935 1,280 3,640 6,150 Service-related fees 510 498 1,443 1,577 Total revenue $ 3,307 $ 4,818 $ 11,632 $ 15,298 |
Topic 606 | |
Impact on Financial Statements in Accordance with Topic 606 | In accordance with Topic 606, the disclosure of the impact of the change in accounting principle to the unaudited condensed consolidated statements of operations and balance sheet was as follows: Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Condensed Consolidated Statements of Operations Data As Reported Change Balance Without ASC 606 Adoption As Reported Change Balance Without ASC 606 Adoption Revenue $ 3,307 $ 24 $ 3,331 $ 11,632 $ (121 ) $ 11,511 Gross profit 1,010 24 1,034 5,167 (121 ) 5,046 Total operating expenses 9,232 — 9,232 27,061 9 27,070 Loss from operations $ (8,222 ) $ 24 $ (8,198 ) $ (21,894 ) $ (130 ) $ (22,024 ) Net loss before provision for income taxes $ (9,207 ) $ 24 $ (9,183 ) $ (24,515 ) $ (130 ) $ (24,645 ) Net loss attributable to common stockholders $ (9,216 ) $ 24 $ (9,192 ) $ (24,548 ) $ (130 ) $ (24,678 ) Net loss per share attributable to common stockholders, basic and diluted $ (3.38 ) $ 0.01 $ (3.37 ) $ (9.02 ) $ (0.04 ) $ (9.06 ) Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 2,728,888 2,728,888 2,722,922 2,722,922 September 30, 2019 Condensed Consolidated Balance Sheets Data As Reported Change Balance Without ASC 606 Adoption Assets Prepaid expenses and other current assets $ 1,042 $ (121 ) $ 921 Other assets $ 100 $ (9 ) $ 91 Stockholders' deficit Accumulated deficit $ (217,761 ) $ (130 ) $ (217,891 ) |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Outstanding Shares of Common Stock Equivalents Excluded from Calculation of Diluted Net Loss per Share Attributable to Common Stockholders | Effective November 7, 2019, a reverse stock split of 15-for-1 was retrospectively applied to the common stock equivalents in the table below. The following outstanding shares of common stock equivalents were excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive: As of September 30, 2019 2018 Options to purchase common stock 221,941 135,126 Restricted stock awards 6,000 — Warrants for common stock 18,147 31,212 Total potential dilutive shares 246,088 166,338 |
Fair Value Measurements - (Tabl
Fair Value Measurements - (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule for Levels of Fair Value Measurements of Cash Equivalents | The following Fair Value Measurements as of September 30, 2019 Quoted Prices in Active Markets using Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets Cash Equivalents: Money market account $ 8,048 $ — $ — $ 8,048 Restricted cash: Money market account 83 — — 83 Total assets $ 8,131 $ — $ — $ 8,131 Fair Value Measurements as of December 31, 2018 Quoted Prices in Active Markets using Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets Cash Equivalents: Money market account $ 13,968 $ — $ — $ 13,968 Restricted cash: Money market account 83 — — 83 Total assets $ 14,051 $ — $ — $ 14,051 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Balance Sheet Components [Abstract] | |
Schedule of Inventory | Inventory September 30, December 31, 2019 2018 Raw materials $ 2,417 $ 2,464 Work-in-process 225 323 Finished goods 2,981 2,735 Total inventory $ 5,623 $ 5,522 |
Schedule of Property and Equipment, Net | Property September 30, December 31, 2019 2018 Equipment $ 4,028 $ 3,531 Computer hardware and software 927 901 Leasehold improvements 874 874 Furniture and fixtures 483 457 Total property and equipment 6,312 5,763 Less: Accumulated depreciation and amortization (4,989 ) (4,464 ) Total property and equipment, net $ 1,323 $ 1,299 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Aggregate Future Minimum Lease Payments under Operating Leases | Aggregate future minimum lease payments required under the Company’s operating leases as of September 30, 2019 are as follows: Years Ending December 31, 2019 (remaining 3 months) $ 131 2020 534 2021 550 2022 188 Total future minimum lease payments $ 1,403 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule Principal Payments on Outstanding Borrowings | The scheduled principal payments on the outstanding borrowings as of September 30, 2019 are as follows: As of September 30, 2019 Solar Debt Related Party Convertible Promissory Notes Unsecured Subordinated Promissory Notes Total 2019 (remaining 3 months) $ 667 $ — $ 4,500 $ 5,167 2020 8,000 7,000 — 15,000 2021 8,000 — — 8,000 2022 4,643 — — 4,643 2023 — — — — Total 21,310 7,000 4,500 32,810 Less: debt discount (1,274 ) — — (1,274 ) Less: current portion (5,878 ) (7,000 ) (4,500 ) (17,378 ) Non-current portion $ 14,158 $ — $ — $ 14,158 |
Common Stock Reserved For Iss_2
Common Stock Reserved For Issuance (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Issuance | The Company is common stock warrants, September 30, December 31, 2019 2018 Outstanding common stock warrants 18,147 18,147 Outstanding and issued stock options 221,941 265,962 Outstanding restricted stock units 66,667 — Shares reserved for future option grants 101,732 29,150 Total common stock reserved for issuance 408,487 313,259 |
Stock Option Plan (Tables)
Stock Option Plan (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Recognized Stock-based Compensation Expense for Employees and Non-employees | The Company recognized Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Cost of revenue $ 11 $ 6 $ 31 $ 14 Sales and marketing 158 31 427 77 Research and development 27 11 78 39 General and administrative 159 119 537 289 Total stock-based compensation $ 355 $ 167 $ 1,073 $ 419 |
Assumptions used in Fair Value of Option Estimated at Date of Grant using Black-Scholes-Merton Option Pricing Model | The fair value of each option is estimated at the date of grant using the Black-Scholes-Merton option pricing model, based on the following assumptions Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Expected term (years) — 6.0 5.1 5.37 - 6.10 Risk-free interest rate — 2.82% 2.65% 2.40 - 2.82% Expected volatility — 53.87% 60.00% 53.72 - 55.49% Dividend yield — 0% 0% 0% |
Summary of Stock Option Activity | Effective November 7, 2019, a reverse stock split of 15-for-1 was retrospectively applied to the outstanding stock options in the table below. The following table summarizes stock option activity under the Company’s stock option plan: Weighted- Weighted- Average Average Remaining Aggregate Number of Exercise Price Contractual Intrinsic Shares per Share Term Value Outstanding — December 31, 2018 265,962 $ 1.95 8.7 $ — Options granted 2,200 0.96 Options cancelled (46,221 ) 1.68 Outstanding — September 30, 2019 221,941 $ 1.99 7.4 $ — Vested and expected to vest — September 30, 2019 207,893 $ 2.00 7.3 $ — Exercisable — September 30, 2019 117,524 $ 2.02 7.0 $ — |
Nature of Operations - Addition
Nature of Operations - Additional Information (Details) | Nov. 07, 2019shares₪ / shares | Aug. 20, 2019USD ($)$ / shares | Aug. 14, 2019USD ($)$ / shares | Jun. 25, 2019USD ($)$ / shares | Mar. 15, 2019USD ($)$ / shares | Sep. 30, 2019$ / shares | Aug. 21, 2019USD ($) | Aug. 19, 2019$ / shares | Feb. 28, 2019USD ($) | Dec. 31, 2018$ / shares |
Nature Of Operations [Line Items] | ||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
8% Unsecured Convertible Promissory Notes | Note Purchase Agreement | ||||||||||
Nature Of Operations [Line Items] | ||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||
Amount of convertible promissory notes | $ 2,000,000 | $ 5,000,000 | ||||||||
Conversion price of convertible promissory notes | $ / shares | $ 0.4664 | $ 0.825 | ||||||||
Debt instrument, interest rate, stated percentage | 8.00% | |||||||||
Maturity date of subordinated note | Aug. 28, 2020 | |||||||||
Unsecured Subordinated Promissory Note | ||||||||||
Nature Of Operations [Line Items] | ||||||||||
Amount of convertible promissory notes | $ 2,500,000 | $ 2,500,000 | ||||||||
Debt instrument, interest rate, stated percentage | 8.00% | |||||||||
Debt instrument, issuance date | Jul. 5, 2019 | |||||||||
Maturity date of subordinated note | Nov. 30, 2019 | |||||||||
Rate of interest payable on demand | 4.00% | |||||||||
Unsecured Subordinated Promissory Note | Tranche A | ||||||||||
Nature Of Operations [Line Items] | ||||||||||
Amount of convertible promissory notes | $ 1,000,000 | |||||||||
Debt instrument, issuance date | Aug. 27, 2019 | |||||||||
Unsecured Subordinated Promissory Note | Tranche B | ||||||||||
Nature Of Operations [Line Items] | ||||||||||
Amount of convertible promissory notes | $ 1,000,000 | |||||||||
Debt instrument, issuance date | Sep. 25, 2019 | |||||||||
Unsecured Subordinated Promissory Note | Tranche C | ||||||||||
Nature Of Operations [Line Items] | ||||||||||
Amount of convertible promissory notes | $ 500,000 | |||||||||
Unsecured Subordinated Promissory Note | Tranche A and B | ||||||||||
Nature Of Operations [Line Items] | ||||||||||
Amount of convertible promissory notes | $ 2,000,000 | |||||||||
Venus | 8% Unsecured Convertible Promissory Notes | Note Purchase Agreement | ||||||||||
Nature Of Operations [Line Items] | ||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Amount of convertible promissory notes | $ 7,200,000 | $ 7,800,000 | ||||||||
Conversion price of convertible promissory notes | $ / shares | $ 0.4664 | $ 0.4664 | ||||||||
Debt instrument, interest rate, stated percentage | 8.00% | 8.00% | ||||||||
Merger Agreement | ||||||||||
Nature Of Operations [Line Items] | ||||||||||
Percentage of ownership acquired | 15.00% | |||||||||
Reverse stock split conversion ratio | 0.0667 | |||||||||
Merger Agreement | Venus | ||||||||||
Nature Of Operations [Line Items] | ||||||||||
Percentage of ownership acquired | 85.00% | |||||||||
Reverse stock split | 15-for-1 reverse stock split | |||||||||
Merger Agreement | Venus | Minimum | ||||||||||
Nature Of Operations [Line Items] | ||||||||||
Cash proceeds to be received | $ 20,000,000 | |||||||||
Unrestricted cash balance to be kept | 20,000,000 | |||||||||
Merger Agreement | Venus | Subsequent Event | ||||||||||
Nature Of Operations [Line Items] | ||||||||||
Common stock, par value | ₪ / shares | ₪ 0.001 | |||||||||
Nominal value of preferred share | ₪ / shares | ₪ 0.001 | |||||||||
Right to number of shares to be received in exchange of each outstanding ordinary and preferred share | shares | 8.6506 | |||||||||
Reverse stock split conversion ratio | 15 | |||||||||
Merger Agreement | EW Healthcare Partners | ||||||||||
Nature Of Operations [Line Items] | ||||||||||
Equity method investments amount | $ 21,000,000 | |||||||||
Equity method investment price per share | $ / shares | $ 0.4664 | |||||||||
Merger Agreement | EW Healthcare Partners | Unsecured Convertible Promissory Notes | ||||||||||
Nature Of Operations [Line Items] | ||||||||||
Amount of convertible promissory notes | $ 6,950,000 | $ 14,050,000 | ||||||||
Merger Agreement | Fred Moll and Inter West Partners | Unsecured Convertible Promissory Notes | ||||||||||
Nature Of Operations [Line Items] | ||||||||||
Amount of convertible promissory notes | $ 5,000,000 | |||||||||
Conversion price of convertible promissory notes | $ / shares | $ 0.4664 | |||||||||
Merger Agreement | Fred Moll and Inter West Partners | Unsecured Convertible Promissory Notes | Note Purchase Agreement | ||||||||||
Nature Of Operations [Line Items] | ||||||||||
Amount of convertible promissory notes | $ 2,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | Jan. 01, 2019USD ($) | Sep. 30, 2019USD ($)Customer | Sep. 30, 2018Customer | Sep. 30, 2019USD ($)SegmentCustomer | Sep. 30, 2018Customer | Dec. 31, 2018USD ($)Customer |
Summary Of Significant Accounting Policies [Line Items] | ||||||
Accumulated deficit | $ | $ (217,761,000) | $ (217,761,000) | $ (193,213,000) | |||
Number of operating segments | Segment | 1 | |||||
Number of reportable segments | Segment | 1 | |||||
Cumulative-effect adjustment to accumulated deficit | $ | $ 0 | |||||
Customer Concentration Risk | Revenue | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Number of major customers | Customer | 1 | 0 | 0 | 0 | ||
Concentration Risk, Percentage | 10.00% | 10.00% | 10.00% | 10.00% | ||
Customer Concentration Risk | Accounts Receivable | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Number of major customers | Customer | 1 | 0 | ||||
Concentration Risk, Percentage | 14.00% | 10.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 8,915 | $ 16,122 | ||
Restricted cash | 83 | 83 | ||
Total cash, cash equivalents and restricted cash in the condensed consolidated statements of cash flows | $ 8,998 | $ 16,205 | $ 23,692 | $ 23,645 |
Revenue - Impact on Financial S
Revenue - Impact on Financial Statements in Accordance with Topic 606 (Income Statement) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue | $ 3,307 | $ 4,818 | $ 11,632 | $ 15,298 |
Gross profit | 1,010 | 2,155 | 5,167 | 6,936 |
Total operating expenses | 9,232 | 8,597 | 27,061 | 25,592 |
Loss from operations | (8,222) | (6,442) | (21,894) | (18,656) |
Net loss before provision for income taxes | (9,207) | (7,061) | (24,515) | (20,712) |
Net loss attributable to common stockholders | $ (9,216) | $ (7,069) | $ (24,548) | $ (20,744) |
Net loss per share attributable to common stockholders, basic and diluted | $ (3.38) | $ (3.03) | $ (9.02) | $ (10.02) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | 2,728,888 | 2,333,820 | 2,722,922 | 2,070,322 |
Change | Topic 606 | ||||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue | $ 24 | $ (121) | ||
Gross profit | 24 | (121) | ||
Total operating expenses | 9 | |||
Loss from operations | 24 | (130) | ||
Net loss before provision for income taxes | 24 | (130) | ||
Net loss attributable to common stockholders | $ 24 | $ (130) | ||
Net loss per share attributable to common stockholders, basic and diluted | $ 0.01 | $ (0.04) | ||
Balance Without ASC 606 Adoption | Topic 606 | ||||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue | $ 3,331 | $ 11,511 | ||
Gross profit | 1,034 | 5,046 | ||
Total operating expenses | 9,232 | 27,070 | ||
Loss from operations | (8,198) | (22,024) | ||
Net loss before provision for income taxes | (9,183) | (24,645) | ||
Net loss attributable to common stockholders | $ (9,192) | $ (24,678) | ||
Net loss per share attributable to common stockholders, basic and diluted | $ (3.37) | $ (9.06) | ||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | 2,728,888 | 2,722,922 |
Revenue - Impact on Financial_2
Revenue - Impact on Financial Statements in Accordance with Topic 606 (Balance Sheet) (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
ASSETS | ||
Prepaid expenses and other current assets | $ 1,042 | $ 1,278 |
Other assets | 100 | 100 |
Stockholders' deficit | ||
Accumulated deficit | (217,761) | $ (193,213) |
Change | Topic 606 | ||
ASSETS | ||
Prepaid expenses and other current assets | (121) | |
Other assets | (9) | |
Stockholders' deficit | ||
Accumulated deficit | (130) | |
Balance Without ASC 606 Adoption | Topic 606 | ||
ASSETS | ||
Prepaid expenses and other current assets | 921 | |
Other assets | 91 | |
Stockholders' deficit | ||
Accumulated deficit | $ (217,891) |
Revenue - Additional Informatio
Revenue - Additional Information (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Disaggregation Of Revenue [Line Items] | |
Revenue performance obligation, description of payment terms | Payment terms for U.S. customers are generally at shipment, delivery, or within 30 days of shipment, while payment terms for customers outside of the U.S. vary between 30 and 180 days after shipment. |
Remaining performance obligations description | one year or less |
ARTAS Systems | Prepaid and Other Current Assets | |
Disaggregation Of Revenue [Line Items] | |
Unamortized deferred compensation assets, short term | $ 3 |
ARTAS Systems | Other Assets | |
Disaggregation Of Revenue [Line Items] | |
Unamortized deferred compensation assets, long term | $ 8 |
Revenue - Additional Informat_2
Revenue - Additional Information (Details1) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2019-10-01 | Sep. 30, 2019 |
Minimum | |
Disaggregation Of Revenue [Line Items] | |
Revenue, remaining performance obligation, expected timing of Satisfaction, period | 30 days |
Maximum | |
Disaggregation Of Revenue [Line Items] | |
Revenue, remaining performance obligation, expected timing of Satisfaction, period | 180 days |
Revenue - Summary of Estimated
Revenue - Summary of Estimated Revenue Expected to be Recognized in Future Related to Performance Obligations Unsatisfied or Partially Unsatisfied at Period End (Details) $ in Thousands | Sep. 30, 2019USD ($) | |
Disaggregation Of Revenue [Line Items] | ||
2019 | $ 956 | [1] |
2020 | 467 | |
2021 | 172 | |
2022 and Thereafter | 7 | |
Total | 1,602 | |
System Related | ||
Disaggregation Of Revenue [Line Items] | ||
2019 | 497 | [1] |
Total | 497 | |
Procedure- Based | ||
Disaggregation Of Revenue [Line Items] | ||
2019 | 20 | [1] |
Total | 20 | |
Service-Related Fees | ||
Disaggregation Of Revenue [Line Items] | ||
2019 | 439 | [1] |
2020 | 467 | |
2021 | 172 | |
2022 and Thereafter | 7 | |
Total | $ 1,085 | |
[1] | Represents unearned revenue for the remaining three months of the year 2019. |
Revenue - Deferred Revenue (Rem
Revenue - Deferred Revenue (Remaining Performance Obligations) (Details) - ARTAS Systems $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($) | |||
Deferred Revenue Arrangement [Line Items] | ||||
Balance at the beginning of the period | $ 1,535 | $ 1,661 | ||
Additions | 652 | 1,658 | ||
Recognition of deferred revenue | (585) | (1,717) | ||
Balance at the end of the period | 1,602 | 1,602 | ||
Less: Deferred revenue - current | 1,346 | 1,346 | ||
Deferred revenue - non-current | $ 256 | [1] | $ 256 | [1] |
[1] | Included in “Other long-term liabilities” on the condensed consolidated balance sheets as of September 30, 2019 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue Geographic Regions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | ||
Disaggregation Of Revenue [Line Items] | |||||
Total revenue | $ 3,307 | $ 4,818 | $ 11,632 | $ 15,298 | |
United States | |||||
Disaggregation Of Revenue [Line Items] | |||||
Total revenue | 1,405 | 3,856 | 6,613 | 8,712 | |
Europe And Middle East | |||||
Disaggregation Of Revenue [Line Items] | |||||
Total revenue | [1] | 1,382 | 362 | 2,819 | 2,323 |
Asia Pacific | |||||
Disaggregation Of Revenue [Line Items] | |||||
Total revenue | 196 | 553 | 1,291 | 3,213 | |
Rest Of World | |||||
Disaggregation Of Revenue [Line Items] | |||||
Total revenue | $ 324 | $ 47 | $ 909 | $ 1,050 | |
[1] | No individual country is greater than 10% of revenue |
Revenue - Disaggregation of R_2
Revenue - Disaggregation of Revenue Geographic Regions (Parenthetical) (Details) - Geographic Concentration Risk - Revenue - Country | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disaggregation Of Revenue [Line Items] | ||||
Number of individual country | 0 | 0 | 0 | 0 |
Concentration Risk, Percentage | 10.00% | 10.00% | 10.00% | 10.00% |
Revenue - Disaggregation of R_3
Revenue - Disaggregation of Revenue Nature of Products and Services (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 3,307 | $ 4,818 | $ 11,632 | $ 15,298 |
Systems | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 1,862 | 3,040 | 6,549 | 7,571 |
Procedure- Based | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 935 | 1,280 | 3,640 | 6,150 |
Service-Related Fees | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 510 | $ 498 | $ 1,443 | $ 1,577 |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Details) - Merger Agreement | Nov. 07, 2019 | Mar. 15, 2019 | Sep. 30, 2019 |
Earnings Per Share [Line Items] | |||
Reverse stock split conversion ratio | 0.0667 | ||
Venus | |||
Earnings Per Share [Line Items] | |||
Reverse stock split | 15-for-1 reverse stock split | ||
Venus | Subsequent Event | |||
Earnings Per Share [Line Items] | |||
Reverse stock split conversion ratio | 15 |
Net Loss Per Share - Outstandin
Net Loss Per Share - Outstanding Shares of Common Stock Equivalents Excluded from Calculation of Diluted Net Loss per Share Attributable to Common Stockholders (Details) - shares | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total potential dilutive shares | 246,088 | 166,338 |
Options to Purchase Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total potential dilutive shares | 221,941 | 135,126 |
Restricted Stock Awards | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total potential dilutive shares | 6,000 | |
Warrants for Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total potential dilutive shares | 18,147 | 31,212 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule for Levels of Fair Value Measurements of Cash Equivalents - (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total assets | $ 8,131 | $ 14,051 |
Quoted Prices in Active Markets using Identical Assets (Level 1) | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total assets | 8,131 | 14,051 |
Money Market Account | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Cash Equivalents | 8,048 | 13,968 |
Restricted cash | 83 | 83 |
Money Market Account | Quoted Prices in Active Markets using Identical Assets (Level 1) | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Cash Equivalents | 8,048 | 13,968 |
Restricted cash | $ 83 | $ 83 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 2,417 | $ 2,464 |
Work-in-process | 225 | 323 |
Finished goods | 2,981 | 2,735 |
Total inventory | $ 5,623 | $ 5,522 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Property Plant And Equipment [Abstract] | ||
Equipment | $ 4,028 | $ 3,531 |
Computer hardware and software | 927 | 901 |
Leasehold improvements | 874 | 874 |
Furniture and fixtures | 483 | 457 |
Total property and equipment | 6,312 | 5,763 |
Less: Accumulated depreciation and amortization | (4,989) | (4,464) |
Total property and equipment, net | $ 1,323 | $ 1,299 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation and amortization | $ 220 | $ 268 | $ 524 | $ 539 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Feb. 29, 2012USD ($) | Jul. 31, 2006USD ($)shares | Sep. 30, 2019USD ($)ft² | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)ft²AgreementComplaint | Sep. 30, 2018USD ($) | |
Commitment And Contingencies [Line Items] | |||||||
Rent expense | $ 161 | $ 163 | $ 481 | $ 401 | |||
Charge related to excess purchase commitments | $ 188 | ||||||
Loss contingency accrual | $ 473 | ||||||
Number of complaints filed | Complaint | 2 | ||||||
Rassman Licensing, LLC | |||||||
Commitment And Contingencies [Line Items] | |||||||
License agreement termination date | May 9, 2020 | ||||||
Rassman Licensing, LLC | License Agreement | |||||||
Commitment And Contingencies [Line Items] | |||||||
One time payment of royalty related to license | $ 400 | $ 1,000 | |||||
HSC Development, LLC | |||||||
Commitment And Contingencies [Line Items] | |||||||
License agreement termination date | Jul. 27, 2024 | ||||||
HSC Development, LLC | License Agreement | |||||||
Commitment And Contingencies [Line Items] | |||||||
One time payment of royalty related to license | $ 25 | ||||||
Number of common stock shares issued | shares | 2,500 | ||||||
Evolve Manufacturing Technologies, Inc. | ARTAS Systems | |||||||
Commitment And Contingencies [Line Items] | |||||||
Number of master agreements | Agreement | 2 | ||||||
Master agreement for purchase of robotic device, effective date | Apr. 1, 2016 | ||||||
Master agreement for purchase of kits used with robotic device, effective date | Mar. 1, 2016 | ||||||
Initial term of master agreements | 2 years | ||||||
Master agreements, renewal term | 12 months | ||||||
Master agreements, term description | Both agreements are effective for an initial term of two years and will continue to automatically renew for additional twelve-month periods, subject to either party’s right to terminate the agreement upon 180 days advance notice during the initial term, if our quarterly forecasted demand falls below 75% of our historical forecasted demand for the same period in the previous year or upon 120 days’ advance notice after the initial term. | ||||||
Future purchase commitments | $ 285 | $ 285 | |||||
San Jose, California | |||||||
Commitment And Contingencies [Line Items] | |||||||
Operating lease office space area | ft² | 23,000 | 23,000 | |||||
Operating lease manufacturing space area | ft² | 2,500 | 2,500 | |||||
Operating lease expiration date of office space area | 2022-04 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Aggregate Future Minimum Lease Payments under Operating Leases (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2019 (remaining 3 months) | $ 131 |
2020 | 534 |
2021 | 550 |
2022 | 188 |
Total future minimum lease payments | $ 1,403 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) $ in Thousands | Aug. 20, 2019USD ($)ConvertiblePromissoryNote$ / shares | Aug. 14, 2019USD ($) | Jun. 25, 2019USD ($) | Jun. 14, 2019USD ($) | Feb. 28, 2019USD ($)ConvertiblePromissoryNote | Feb. 13, 2019USD ($) | Nov. 02, 2018USD ($)$ / sharesshares | Aug. 31, 2019USD ($) | May 31, 2018USD ($) | Sep. 30, 2019USD ($)$ / sharesshares | Aug. 19, 2019$ / shares | Mar. 31, 2019$ / shares | Dec. 31, 2018$ / shares |
Debt Instrument [Line Items] | |||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||
Loan and Security Agreement | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, borrowed amount | $ 20,000 | ||||||||||||
Maturity date of subordinated note | May 1, 2022 | ||||||||||||
Debt Instrument, full repayment date | May 1, 2022 | ||||||||||||
Debt instrument, term | 4 years | ||||||||||||
Proceeds from loan used to repay debt | $ 10,085 | ||||||||||||
Debt instrument, final payment amount upon maturity | 1,300 | ||||||||||||
Debt instrument, outstanding balance repaid | 8,667 | ||||||||||||
Debt instrument accrued interest and prepayment fees | $ 118 | ||||||||||||
Debt instrument, outstanding balance | $ 20,000 | ||||||||||||
Debt instrument, accrued interest | $ 167 | ||||||||||||
Debt instrument, interest rate | 10.10% | ||||||||||||
Debt instrument, interest only period | Dec. 1, 2019 | ||||||||||||
Loan and Security Agreement | LIBOR | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, basis spread on variable rate | 7.95% | ||||||||||||
Loan and Security Agreement | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, additional interest only period | 3 months | ||||||||||||
Unsecured Subordinated Promissory Note | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, borrowed amount | $ 2,500 | $ 2,500 | |||||||||||
Debt instrument, issuance date | Jul. 5, 2019 | ||||||||||||
Maturity date of subordinated note | Nov. 30, 2019 | ||||||||||||
Debt instrument, interest rate, stated percentage | 8.00% | ||||||||||||
Rate of interest payable on demand | 4.00% | ||||||||||||
Debt Instrument, full repayment date | Nov. 30, 2019 | ||||||||||||
Unsecured Subordinated Promissory Note | Tranche A | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, borrowed amount | $ 1,000 | ||||||||||||
Debt instrument, issuance date | Aug. 27, 2019 | ||||||||||||
Unsecured Subordinated Promissory Note | Tranche B | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, borrowed amount | $ 1,000 | ||||||||||||
Debt instrument, issuance date | Sep. 25, 2019 | ||||||||||||
Unsecured Subordinated Promissory Note | Tranche C | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, borrowed amount | $ 500 | ||||||||||||
Unsecured Subordinated Promissory Note | Tranche A and B | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, borrowed amount | $ 2,000 | ||||||||||||
8% Unsecured Convertible Promissory Notes | Note Purchase Agreement | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, borrowed amount | $ 2,000 | $ 5,000 | |||||||||||
Maturity date of subordinated note | Aug. 28, 2020 | ||||||||||||
Debt instrument, interest rate, stated percentage | 8.00% | ||||||||||||
Number of convertible promissory notes issued | ConvertiblePromissoryNote | 1 | 2 | |||||||||||
Date of amendment of note purchase agreement | Aug. 20, 2019 | ||||||||||||
Conversion price of convertible promissory notes | $ / shares | $ 0.4664 | $ 0.825 | |||||||||||
Debt Instrument, full repayment date | Aug. 28, 2020 | ||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||||||
Accrued interest | $ 259 | ||||||||||||
Loan and Security Agreement | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||
Debt conversion, warrants issued | shares | 161,725 | 161,725 | |||||||||||
Exercise price of warrants | $ / shares | $ 1.76 | $ 3.71 | |||||||||||
Debt instrument, term | 10 years | ||||||||||||
Fair value of warrants issued | $ 404 | ||||||||||||
Debt instrument transaction cost related amount | $ 404 | ||||||||||||
Fee paid to lenders | $ 50 | ||||||||||||
Cancellation of warrants | shares | 161,725 | ||||||||||||
Debt instrument, default interest percentage | 4.00% | ||||||||||||
Percentage of prepayment premium | 0.00% | ||||||||||||
Loan and Security Agreement | On Or Prior To May 1, 2019 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Percentage of principal amount of borrowings being prepaid | 3.00% | ||||||||||||
Loan and Security Agreement | After May 1, 2019 But On Or Prior To May 1, 2020 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Percentage of principal amount of borrowings being prepaid | 2.00% | ||||||||||||
Loan and Security Agreement | After May 1, 2020 But On Or Prior To May 1, 2021 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Percentage of principal amount of borrowings being prepaid | 1.00% | ||||||||||||
Loan and Security Agreement | Other Income (Expense), Net | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, unamortized debt discount and fee amount | $ 505 | ||||||||||||
Loan and Security Agreement | Measurement Input, Share Price | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Warrants and Rights Outstanding, Measurement Input | $ / shares | 3.71 | ||||||||||||
Loan and Security Agreement | Measurement Input, Exercise Price | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Warrants and Rights Outstanding, Measurement Input | $ / shares | 3.71 | ||||||||||||
Loan and Security Agreement | Measurement Input, Risk Free Interest Rate | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0.0297 | ||||||||||||
Loan and Security Agreement | Measurement Input, Price Volatility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0.5550 | ||||||||||||
Loan and Security Agreement | Measurement Input, Expected Term | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, term | 10 years | ||||||||||||
Loan and Security Agreement | Measurement Input, Expected Dividend Rate | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0 | ||||||||||||
Loan and Security Agreement | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument final fee payable increased amount | $ 1,110 | ||||||||||||
Loan and Security Agreement | Minimum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument final fee payable | $ 150 | ||||||||||||
Loan and Security Agreement | Third Amendment | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument final fee payable increased amount | $ 960 | ||||||||||||
Loan and Security Agreement | Third Amendment | Minimum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument final fee payable | $ 130 | ||||||||||||
Loan and Security Agreement | Fifth Amendment | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument final fee payable increased amount | $ 1,310 | ||||||||||||
Loan and Security Agreement | Fifth Amendment | Minimum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument final fee payable | $ 200 |
Long-Term Debt - Schedule Princ
Long-Term Debt - Schedule Principal Payments on Outstanding Borrowings (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Debt Instrument [Line Items] | |
2019 (remaining 3 months) | $ 5,167 |
2020 | 15,000 |
2021 | 8,000 |
2022 | 4,643 |
Total | 32,810 |
Less: debt discount | (1,274) |
Less: current portion | (17,378) |
Non-current portion | 14,158 |
Solar Debt | |
Debt Instrument [Line Items] | |
2019 (remaining 3 months) | 667 |
2020 | 8,000 |
2021 | 8,000 |
2022 | 4,643 |
Total | 21,310 |
Less: debt discount | (1,274) |
Less: current portion | (5,878) |
Non-current portion | 14,158 |
Related Party Convertible Promissory Notes | |
Debt Instrument [Line Items] | |
2020 | 7,000 |
Total | 7,000 |
Less: current portion | (7,000) |
Unsecured Subordinated Promissory Notes | |
Debt Instrument [Line Items] | |
2019 (remaining 3 months) | 4,500 |
Total | 4,500 |
Less: current portion | $ (4,500) |
Common Stock Reserved for Iss_3
Common Stock Reserved for Issuance - Additional Information (Details) - Merger Agreement | Nov. 07, 2019 | Mar. 15, 2019 | Sep. 30, 2019 |
Class Of Stock [Line Items] | |||
Reverse stock split conversion ratio | 0.0667 | ||
Venus | |||
Class Of Stock [Line Items] | |||
Reverse stock split | 15-for-1 reverse stock split | ||
Subsequent Event | Venus | |||
Class Of Stock [Line Items] | |||
Reverse stock split conversion ratio | 15 |
Common Stock Reserved for Iss_4
Common Stock Reserved for Issuance - Schedule of Common Stock Reserved for Issuance (Details) - shares | Sep. 30, 2019 | Dec. 31, 2018 |
Class Of Stock [Line Items] | ||
Outstanding and issued stock options | 221,941 | 265,962 |
Shares reserved for future option grants | 101,732 | 29,150 |
Total common stock reserved for issuance | 408,487 | 313,259 |
Restricted Stock Units | ||
Class Of Stock [Line Items] | ||
Outstanding restricted stock units | 66,667 | |
Common Stock | ||
Class Of Stock [Line Items] | ||
Outstanding common stock warrants | 18,147 | 18,147 |
Stock Option Plan - Additional
Stock Option Plan - Additional Information (Details) | Nov. 07, 2019 | Mar. 15, 2019 | Feb. 27, 2019shares | Nov. 01, 2018shares | Oct. 11, 2017 | Sep. 30, 2019USD ($)shares | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)$ / sharesshares | Sep. 30, 2018USD ($) |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Options granted | shares | 0 | 2,200 | |||||||
Weighted-average grant date fair value of options granted | $ / shares | $ 0.44 | ||||||||
Number of Shares, Options exercised | shares | 0 | 0 | |||||||
Total intrinsic value of options exercised | $ 92,000 | $ 413,000 | |||||||
Unamortized stock-based compensation | $ 1,607,000 | $ 1,607,000 | |||||||
Unamortized stock-based compensation, weighted-average period | 2 years 5 months 23 days | ||||||||
Stock-based compensation | $ 1,073,000 | $ 419,000 | |||||||
Restricted Stock Awards | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Unrecognized compensation expense, net of estimated forfeitures | 0 | 0 | |||||||
Aggregate intrinsic value of the RSUs outstanding | 58,000 | 58,000 | |||||||
Restricted Stock Units | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock-based compensation | $ 0 | $ 0 | |||||||
Keith Sullivan | Maximum | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Term of office | 1 year | ||||||||
Keith Sullivan | Restricted Stock Awards | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Number of stock awards granted | shares | 360,000 | ||||||||
Vesting rights description | Under the terms of the arrangement, Mr. Sullivan was granted 360,000 restricted stock awards, which shall vest in quarterly installments equal to 25% of the shares starting with the first vest date on January 15, 2019 so long as Mr. Sullivan is providing services. | ||||||||
Vesting percentage | 25.00% | ||||||||
First vest date | Jan. 15, 2019 | ||||||||
Keith Sullivan | Restricted Stock Units | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Number of stock awards granted | shares | 500,000 | ||||||||
Chief Financial Officer | Restricted Stock Units | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Number of stock awards granted | shares | 500,000 | ||||||||
Merger Agreement | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Reverse stock split conversion ratio | 0.0667 | ||||||||
Venus | Merger Agreement | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Reverse stock split | 15-for-1 reverse stock split | ||||||||
Subsequent Event | Venus | Merger Agreement | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Reverse stock split conversion ratio | 15 | ||||||||
2017 Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Effective date of plan | Oct. 11, 2017 |
Stock Option Plan - Summary of
Stock Option Plan - Summary of Recognized Stock-based Compensation Expense for Employees and Non-employees (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation | $ 1,073 | $ 419 | ||
Employees and Non-employees | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation | $ 355 | $ 167 | 1,073 | 419 |
Cost of Revenue | Employees and Non-employees | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation | 11 | 6 | 31 | 14 |
Sales and Marketing | Employees and Non-employees | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation | 158 | 31 | 427 | 77 |
Research and Development | Employees and Non-employees | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation | 27 | 11 | 78 | 39 |
General and Administrative | Employees and Non-employees | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation | $ 159 | $ 119 | $ 537 | $ 289 |
Stock Option Plan - Assumptions
Stock Option Plan - Assumptions used in Fair Value of Option Estimated at Date of Grant using Black-Scholes-Merton Option Pricing Model (Details) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (years) | 6 years | 5 years 1 month 6 days | |
Risk-free interest rate | 2.82% | 2.65% | |
Expected volatility | 53.87% | 60.00% | |
Dividend yield | 0.00% | 0.00% | 0.00% |
Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (years) | 5 years 4 months 13 days | ||
Risk-free interest rate | 2.40% | ||
Expected volatility | 53.72% | ||
Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (years) | 6 years 1 month 6 days | ||
Risk-free interest rate | 2.82% | ||
Expected volatility | 55.49% |
Stock Option Plan - Summary o_2
Stock Option Plan - Summary of Stock Option Activity (Details) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding Roll Forward | |||
Number of Shares, Outstanding, Beginning Balance | 265,962 | ||
Number of Shares, Options granted | 0 | 2,200 | |
Number of Shares, Options cancelled | (46,221) | ||
Number of Shares, Outstanding, Ending Balance | 221,941 | 221,941 | 265,962 |
Number of Shares, Vested and expected to vest | 207,893 | 207,893 | |
Number of Shares, Exercisable | 117,524 | 117,524 | |
Weighted-Average Exercise Price Per Share, Outstanding, Beginning Balance | $ 1.95 | ||
Weighted-Average Exercise Price Per Share, Options granted | 0.96 | ||
Weighted-Average Exercise Price Per Share, Options cancelled | 1.68 | ||
Weighted-Average Exercise Price Per Share, Outstanding, Ending Balance | $ 1.99 | 1.99 | $ 1.95 |
Weighted-Average Exercise Price Per Share, Vested and expected to vest | 2 | 2 | |
Weighted-Average Exercise Price Per Share, Exercisable | $ 2.02 | $ 2.02 | |
Weighted-Average Remaining Contractual Term, Outstanding | 7 years 4 months 24 days | 8 years 8 months 12 days | |
Weighted-Average Remaining Contractual Term, Vested and expected to vest | 7 years 3 months 18 days | ||
Weighted-Average Remaining Contractual Term, Exercisable | 7 years |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Provision for income taxes | $ 9,000 | $ 8,000 | $ 33,000 | $ 32,000 |
Effective income tax rate | (0.10%) | (0.14%) | ||
Effective income tax rate, expected rate for fiscal year | (0.17%) | |||
Unrecognized tax benefits | $ 1,540,000 | $ 1,540,000 | ||
Interest and penalties related to uncertain tax positions | $ 0 | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ / shares in Units, $ in Thousands | Nov. 07, 2019shares$ / shares | Nov. 03, 2019$ / sharesshares | Mar. 15, 2019shares | Sep. 30, 2019USD ($)$ / sharesshares | Sep. 30, 2019USD ($)$ / sharesshares | Nov. 07, 2019₪ / shares | Dec. 31, 2018$ / sharesshares |
Subsequent Event [Line Items] | |||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares outstanding | 2,729,801 | 2,729,801 | 2,711,801 | ||||
Merger related expenses | $ | $ 1,521 | $ 4,079 | |||||
Subsequent Event | Loan Agreement | |||||||
Subsequent Event [Line Items] | |||||||
Exercise price of warrants | $ / shares | $ 6 | ||||||
Subsequent Event | Maximum | Loan Agreement | |||||||
Subsequent Event [Line Items] | |||||||
Debt conversion, warrants issued | 50,000 | ||||||
Merger Agreement | |||||||
Subsequent Event [Line Items] | |||||||
Common stock, shares issued | 212,500,000 | ||||||
Number of shares called by options and warrants | 49,600,000 | ||||||
Reverse stock split conversion ratio | 0.0667 | ||||||
Merger Agreement | Reverse Stock Split | |||||||
Subsequent Event [Line Items] | |||||||
Common stock, shares outstanding | 29,667,622 | ||||||
Venus | Merger Agreement | |||||||
Subsequent Event [Line Items] | |||||||
Reverse stock split | 15-for-1 reverse stock split | ||||||
Venus | Merger Agreement | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Common stock, par value | ₪ / shares | ₪ 0.001 | ||||||
Nominal value of preferred share | ₪ / shares | ₪ 0.001 | ||||||
Right to number of shares to be received in exchange of each outstanding ordinary and preferred share | 8.6506 | ||||||
Reverse stock split conversion ratio | 15 | ||||||
Venus | Merger Agreement | Subsequent Event | Private Placement | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares issuable | 112,000,000 | ||||||
Common stock, par value per share | $ / shares | $ 0.0001 | ||||||
Exercise price of warrants | $ / shares | $ 6 | ||||||
Venus | Merger Agreement | Subsequent Event | Private Placement | Maximum | |||||||
Subsequent Event [Line Items] | |||||||
Warrants to purchase shares of common stock | 56,000,000 |