Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 06, 2017 | |
Document And Entity Information | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | mram | |
Entity Registrant Name | EVERSPIN TECHNOLOGIES INC | |
Entity Central Index Key | 1,438,423 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 12,766,546 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 17,842 | $ 29,727 |
Accounts receivable, net | 3,700 | 3,170 |
Amounts due from related parties | 483 | 486 |
Inventory | 7,697 | 5,069 |
Prepaid expenses and other current assets | 730 | 1,050 |
Total current assets | 30,452 | 39,502 |
Property and equipment, net | 4,017 | 1,920 |
Other assets | 61 | 50 |
Total assets | 34,530 | 41,472 |
Current liabilities: | ||
Accounts payable | 2,093 | 1,502 |
Accrued liabilities | 2,090 | 1,811 |
Amounts due to related parties | 2,029 | 1,359 |
Deferred income on shipments to distributors | 2,150 | 1,827 |
Current portion of long-term debt | 1,649 | 3,884 |
Total current liabilities | 10,011 | 10,383 |
Long-term debt, net of current portion | 10,414 | 4,218 |
Total liabilities | 20,425 | 14,601 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value per share; 5,000,000 and zero shares authorized as of September 30, 2017 and December 31, 2016; no shares issued and outstanding as of September 30, 2017 and December 31, 2016 | ||
Common stock, $0.0001 par value per share; 100,000,000 shares authorized as of September 30, 2017 and December 31, 2016; 12,746,399 and 12,498,128 shares issued and outstanding as of September 30, 2017 and December 31, 2016 | 1 | 1 |
Additional paid-in capital | 127,262 | 123,309 |
Accumulated deficit | (113,158) | (96,439) |
Total stockholders' equity | 14,105 | 26,871 |
Total liabilities and stockholders' equity | $ 34,530 | $ 41,472 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Condensed Balance Sheets | ||
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 12,746,399 | 12,498,128 |
Common stock, shares outstanding | 12,746,399 | 12,498,128 |
Condensed Statements of Operati
Condensed Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Product sales | $ 8,323 | $ 6,346 | $ 22,405 | $ 18,335 |
Licensing and royalty revenue | 75 | 156 | 379 | 299 |
Total revenue | 9,008 | 7,164 | 25,813 | 20,030 |
Cost of sales | 3,753 | 2,859 | 10,549 | 8,563 |
Gross profit | 5,255 | 4,305 | 15,264 | 11,467 |
Operating expenses: | ||||
Research and development | 6,420 | 3,111 | 19,236 | 14,342 |
General and administrative | 3,031 | 1,586 | 8,669 | 4,881 |
Sales and marketing | 1,112 | 788 | 3,331 | 2,476 |
Total operating expenses | 10,563 | 5,485 | 31,236 | 21,699 |
Loss from operations | (5,308) | (1,180) | (15,972) | (10,232) |
Interest expense | (178) | (798) | (584) | (1,982) |
Other income, net | 40 | 534 | 83 | 814 |
Loss on extinguishment of debt | (246) | |||
Net loss and comprehensive loss | $ (5,446) | $ (1,444) | $ (16,719) | $ (11,400) |
Net loss per common share, basic and diluted | $ (0.43) | $ (0.54) | $ (1.35) | $ (4.40) |
Weighted-average shares used to compute net loss per common share, basic and diluted | 12,559,812 | 2,657,574 | 12,425,390 | 2,589,704 |
Related Party | ||||
Product sales | $ 610 | $ 662 | $ 1,810 | $ 1,396 |
Licensing and royalty revenue | $ 1,219 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (16,719) | $ (11,400) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 837 | 598 |
Loss on disposal of property and equipment | 80 | |
Stock-based compensation | 1,511 | 520 |
Non-cash loss on extinguishment of debt | 185 | |
Change in fair value of redeemable convertible preferred stock warrant liability | (32) | |
Change in fair value of derivative liability | (798) | |
Non-cash interest expense | 188 | 1,066 |
Compensation expense related to vesting of common stock to GLOBALFOUNDRIES | 1,224 | 751 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (530) | (417) |
Amounts due from related parties | 3 | (55) |
Inventory | 320 | (277) |
Prepaid expenses and other current assets | (2,628) | (1,127) |
Other assets | (11) | (21) |
Accounts payable | 574 | 598 |
Accrued liabilities | 279 | 204 |
Amounts due to related parties | (77) | 2,959 |
Deferred income on shipments to distributors | 323 | 206 |
Deferred revenue | (187) | |
Net cash used in operating activities | (14,521) | (7,332) |
Cash flows from investing activities | ||
Purchases of property and equipment | (2,170) | (596) |
Net cash used in investing activities | (2,170) | (596) |
Cash flows from financing activities | ||
Proceeds from convertible promissory notes-related party | 8,500 | |
Proceeds from debt | 12,000 | 1,500 |
Payments on debt | (8,356) | (598) |
Payments of debt issuance costs | (49) | (40) |
Payments on capital lease obligation | (7) | (179) |
Payments of deferred offering costs | (1,611) | |
Proceeds from exercise of stock options and purchase of shares in employee stock purchase plan | 1,218 | 48 |
Net cash provided by financing activities | 4,806 | 7,620 |
Net decrease in cash and cash equivalents | (11,885) | (308) |
Cash and cash equivalents at beginning of period | 29,727 | 2,307 |
Cash and cash equivalents at end of period | 17,842 | 1,999 |
Supplementary cash flow information: | ||
Interest paid | 396 | 916 |
Non-cash investing and financing activities: | ||
Purchase of property and equipment in accounts payable and amounts due to related parties | $ 764 | |
Purchase of property and equipment under capital lease obligations | 34 | |
Deferred offering costs recorded in accounts payable and accrued liabilities | $ 1,490 |
Organization and Nature of Busi
Organization and Nature of Business | 9 Months Ended |
Sep. 30, 2017 | |
Organization and Nature of Business | |
Organization and Nature of Business | 1. Organization and Nature of Business Everspin Technologies, Inc. (the “Company”) was incorporated in Delaware on May 16, 2008. The Company’s MRAM solutions offer the persistence of non-volatile memory with the speed and endurance of random access memory (“RAM”) and enable the protection of mission critical data particularly in the event of power interruption or failure. The Company’s MRAM solutions allow its customers in the industrial, automotive and transportation, and enterprise storage markets to design high performance, power efficient and reliable systems without the need for bulky batteries or capacitors. Ability to continue as a going concern The Company believes that its existing cash and cash equivalents as of September 30, 2017, coupled with its anticipated growth and sales levels will be sufficient to meet its anticipated cash requirements through November 30, 2018. The Company’s future capital requirements beyond November 30, 2018 will depend on many factors, including its growth rate, the timing and extent of its spending to support research and development activities, the timing and cost of establishing additional sales and marketing capabilities, and the introduction of new products. The Company may be required to seek additional equity or debt financing, and such additional financing may not be available on acceptable terms or at all. If the Company is unable to raise additional capital or generate sufficient cash from operations to adequately fund its operations, it will need to curtail planned activities to reduce costs. Doing so will likely harm its ability to execute on its business plan. If the Company raises additional funds through issuances of equity, convertible debt securities or other securities convertible into equity, its existing stockholders could suffer significant dilution in their percentage ownership of the Company, and any new equity securities issued could have rights, preferences and privileges senior to those of holders of common stock. If the Company is unable to obtain adequate financing or financing on satisfactory terms, when required, its ability to continue to grow or support its business and to respond to business challenges could be significantly limited. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP have been condensed or omitted, and accordingly the balance sheet as of December 31, 2016 has been derived from the audited financial statements at that date but does not include all of the information required by GAAP for complete financial statements. These unaudited interim condensed financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair statement of the Company’s financial information. The results of operations for the three and nine months ended September 30, 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017 or for any other interim period or for any other future year. The accompanying condensed financial statements and related financial information should be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2016, included in the Company’s Annual Report on Form 10-K filed with the SEC. Use of Estimates The preparation of the condensed financial statements in conformity with 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 financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, fair value of assets and liabilities, inventory, income taxes, common stock, and stock-based compensation. Actual results could differ from those estimates and assumptions. Concentration of Credit Risk Financial instruments that potentially expose the Company to a concentration of credit risk consist principally of cash and cash equivalents that are held by a financial institution in the United States and accounts receivable. Amounts on deposit with a financial institution may at times exceed federally insured limits. The Company maintains its cash accounts with high credit quality financial institutions and, accordingly, minimal credit risk exists with respect to the financial institutions. Significant customers are those which represent more than 10% of the Company’s total revenue or gross accounts receivable balance at each respective balance sheet date. For the purposes of this disclosure, the Company defines “customer” as the entity that is purchasing the products directly from the Company, which includes the distributors of the Company’s products in addition to end customers that the Company sells to directly. For each significant customer, revenue as a percentage of total revenue and accounts receivable as a percentage of total accounts receivable, net are as follows: Revenue Accounts Receivable, net Three Months Ended Nine Months Ended As of As of September 30, September 30, September 30, December 31, Customers 2017 2016 2017 2016 2017 2016 Customer A 18 % % 17 % 23 % 15 % 12 % Customer B * % * % * % * % 11 % 13 % Customer C * % * % 10 % * % * % 10 % Customer D 16 % % 14 % 11 % * % 18 % * Fair Value of Financial Instruments The Company discloses and recognizes the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). The guidance establishes three levels of the fair value hierarchy as follows: Level 1 —Inputs are unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2—Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3—Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. The carrying value of accounts receivable, accounts payable, and other accruals approximate fair value because of the short-term nature of the instruments. The carrying value of the Company’s variable interest rate debt, excluding unamortized debt issuance costs, approximates fair value. The Company’s financial instruments consist of Level 1 assets. Where quoted prices are available in an active market, securities are classified as Level 1. Level 1 assets consist of highly liquid money market funds that are included in cash equivalents. The following table sets forth the fair value of the Company’s financial assets measured at fair value on a recurring basis based on the three-tier fair value hierarchy (in thousands): September 30, 2017 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 18,254 $ — $ — $ 18,254 Total assets measured at fair value $ 18,254 $ — $ — $ 18,254 December 31, 2016 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 29,869 $ — $ — $ 29,869 Total assets measured at fair value $ 29,869 $ — $ — $ 29,869 Revenue Recognition The Company recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; the price is fixed or determinable; delivery has occurred and title passed; and collectability is reasonably assured. For sales to original equipment manufacturers (“ OEMs”) and contract manufacturers, this occurs generally upon shipment. Provisions for product returns and allowances are recorded in the same period as related revenues. The Company analyzes historical returns, current economic trends and changes in customer demand and acceptance of product when evaluating the adequacy of sales returns and other allowances, which are netted against accounts receivable, as these are processed as credits against future purchases or balances outstanding. The Company sells the majority of its products to its distributors at a uniform list price. However, distributors resell the Company’s products to end customers at a very broad range of individually negotiated price points. Distributors are provided with price concessions subsequent to delivery of product to them depending on their end customer and sales price. These concessions are based on a variety of factors, including customer, product, quantity, geography and competitive differentiation. Price protection rights grant distributors the right to a credit in the event of declines in the price of the Company’s products. Under these circumstances, the Company remits back to the distributor a portion of their original purchase price after the resale transaction is completed in the form of a credit against the distributors’ outstanding accounts receivable balance. The credits are on a per unit basis and are not given to the distributor until the distributor provides information regarding the sale to their end customer. Revenue on shipments to distributors is deferred as the price is not fixed or determinable until delivery has been made by the distributor to its customer and the final sales price has been established. At the time of shipment to distributors, the Company records a trade receivable for the selling price as there is a legally enforceable obligation of the distributor to pay for the product delivered, inventory is reduced by the carrying value of goods shipped, and the net of these amounts, the gross profit, is recorded as deferred income on shipments to distributors on the balance sheet. The amount of gross profit that will be ultimately recognized in the statements of operations on such sales could be lower than the deferred income recorded on the balance sheets as a result of credits granted to distributors from the price protection rights. The Company is unable to estimate the credits to the distributors due to the wide variability of negotiated price concessions granted to them. Thus, a portion of the “deferred income on shipments to distributors” balance represents the amount of distributors’ original purchase price that will be credited back to the distributor in the future. The wide range and variability of negotiated price concessions granted to distributors does not allow the Company to accurately estimate the portion of the balance in the deferred income on shipments to distributor accounts that will be credited back to the distributor. Therefore, the Company does not reduce deferred income on shipments to distributors or accounts receivable by anticipated future price concessions rather, price concessions are recorded against deferred income on shipments to distributors when incurred, which is generally at the time the distributor sells the product. At September 30, 2017, the Company had $3.3 million of deferred revenue and $1.1 million of deferred cost of sales, resulting in the recognition of $2.2 million of deferred income on shipments to distributors. At December 31, 2016, the Company had $2.9 million of deferred revenue and $1.1 million of deferred cost of sales, resulting in the recognition of $1.8 million of deferred income on shipments to distributors. Products returned by distributors and subsequently scrapped have historically been immaterial to the Company’s results of operations. The Company routinely evaluates the risk of impairment of the deferred cost of sales component of the deferred income on shipments to distributors account. Because of the historically immaterial amounts of inventory that have been scrapped, and historically rare instances where discounts given to a distributor result in a price less than our cost, the Company believes the deferred costs are recorded at their approximate carrying values. For licenses of technology, recognition of revenue is dependent upon whether the Company delivered rights to the technology, and whether there are future performance obligations. In some instances, the license agreements call for future milestones to be met for amounts to be due from the customer. In such scenarios, revenue is recognized using the milestone method, whereby revenue is recognized upon the completion of substantive milestones once the customers acknowledge the milestones have been met and the collection of the amounts are reasonably assured. Royalties received are recognized when reported to the Company, which generally coincides with the receipt of payment. Net Loss per Common Share Basic net loss per common share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period, without consideration of potentially dilutive securities. Diluted net loss per common share is the same as basic net loss per common share since the effect of potentially dilutive securities is anti-dilutive. Recently Issued Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014‑09, Revenue from Contracts with Customers. Areas of revenue recognition that will be affected include, but are not limited to, transfer of control, variable consideration, allocation of transfer pricing, licenses, time value of money, contract costs and disclosures. The new standard permits adoption either by using (i) a full retrospective approach for all periods presented in the period of adoption or (ii) a modified retrospective approach with the cumulative effect of initially applying the new standard recognized at the date of initial application and providing certain additional disclosures. The new standard is effective for annual reporting periods beginning after December 15, 2017, with early adoption permitted for annual reporting periods beginning after December 15, 2016. As described in the Company's significant accounting policies, the Company currently defers the revenue and cost of sales on shipments to distributors until the distributor sells the product to their end customer. Upon adoption of ASU 2014-09, and subsequent improvements including ASU 2015-14, Deferral of Effective Date, ASU 2016-08, Principal versus Agent Considerations, ASU 2016-10, Identifying Performance Obligations and Licensing, and ASU 2016-12, Narrow Scope Improvements and Practical Expedients, the Company will no longer defer revenue until sale by the distributor to the end customer, but rather, will be required to estimate the effects of returns and allowances provided to distributors and record revenue at the time of sale to the distributor. The Company plans on adopting this standard on January 1, 2018 retrospectively, applying the guidance to each prior period presented. The Company has determined that the most significant change will be related to the accounting for distributor arrangements whereby revenue will be recognized at the time of sale to the distributor at amounts equal to the estimate of the final selling price . In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation (Topic 718) Scope of Modification Accounting, which is intended to amend the scope of modification accounting for share-based payment arrangements. The amendments in the update provide guidance on types of changes to the terms or conditions of share-based payment awards that would require the Company to apply modification accounting under ASC 718, Compensation-Stock Compensation. This ASU is effective for annual reporting periods beginning after December 15, 2017, and early adoption is permitted. The Company plans on adopting this standard on January 1, 2018 and is currently evaluating the impact that the adoption of the standard will have on its financial statements. Recently Adopted Pronouncements In July 2015, the FASB issued ASU No. 2015‑11, Simplifying the Measurement of Inventory, which requires an entity to measure in scope inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This ASU is effective for fiscal years and interim periods within those years beginning after December 15, 2016. The Company adopted this standard as of January 1, 2017 and the impact of its adoption on the Company’s financial statements was not material. In November 2015, FASB issued ASU No. 2015‑17, Balance Sheet Classification of Deferred Taxes, which is intended to simplify and improve how deferred taxes are classified on the balance sheet. The guidance in this ASU eliminates the current requirement to present deferred tax assets and liabilities as current and noncurrent in a classified balance sheet and now requires entities to classify all deferred tax assets and liabilities as noncurrent. The guidance is effective for annual periods beginning after December 15, 2016, and for interim periods within those annual periods. Early adoption is permitted. The Company adopted this standard as of January 1, 2017 and the impact of its adoption on the Company’s financial statements was not material. In March 2016, the FASB issued ASU No. 2016‑09, Compensation-Stock Compensation (Topic 718) Improvements to Employee Share-Based Payment Accounting, which is intended to simplify several aspects of the accounting for employee share-based payment transactions, including the income tax consequences, the determination of forfeiture rates, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This ASU is effective for fiscal years and interim periods within those years beginning after December 15, 2016, and early adoption is permitted. The Company adopted this standard as of January 1, 2017 and the impact of its adoption on the Company’s financial statements was not material. |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Sep. 30, 2017 | |
Balance Sheet Components | |
Balance Sheet Components | 3. Balance Sheet Components Inventory Inventory consisted of the following (in thousands): September 30, December 31, 2017 2016 Raw materials $ 644 $ 853 Work-in-process 5,362 3,152 Finished goods 1,691 1,064 Total inventory $ 7,697 $ 5,069 Accrued Liabilities Accrued liabilities consisted of the following (in thousands): September 30, December 31, 2017 2016 Accrued payroll-related expenses $ 1,075 $ 1,045 Deferred licensing revenue 42 229 Deferred rent 221 248 Accrued sales commissions payable to sales representatives 136 193 Other 616 96 Total accrued liabilities $ 2,090 $ 1,811 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 4. Commitments and Contingencies Operating Leases The Company leases office space for its corporate headquarters located in Chandler, Arizona and for its design facility located in Austin, Texas. The leases expire in October 2018 and January 2022, respectively. Rent expense is recognized on a straight-line basis over the term of the leases and accordingly, the Company records the difference between cash rent payments and the recognition of rent expense as a deferred rent liability. In January 2017, the Company entered into a five-year sublease agreement with Freescale, a related party, to rent 6,560 square feet of office and laboratory space in Chandler, Arizona, and in March 2017, the Company amended the sublease to increase the space to 10,023 square feet. The Company has an operating lease for its Arizona manufacturing facility, as amended, for certain of the fabrication, laboratory and office premises of Freescale. In March 2017, the Company extended the lease through January 28, 2019 and amended the premises covered to remove laboratory space, decrease fabrication space and expand office space. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2017 | |
Debt | |
Debt | 5. Debt Prior Facilities In April 2017, the Company repaid the outstanding balance of $1.1 million on the revolving loan at which time the unamortized balance of the debt discount of $10,000 was recognized as a loss on extinguishment of debt. In May 2017, the Company repaid the outstanding principal balance of $6.2 million on the term loan at which time the unamortized balance of the debt discount was $175,000, and paid a prepayment penalty of $61,000. The unamortized debt discount balance and the prepayment penalty were recognized as a loss on extinguishment of debt in the condensed statements of operations and comprehensive loss. 2017 Credit Facility On May 4, 2017, the Company entered into a Loan and Security Agreement with Silicon Valley Bank (“2017 Credit Facility”) for a $12.0 million term loan. The term loan provides for interest at a floating rate equal to the prime rate minus 0.75%. As of September 30, 2017, the interest rate was 3.50%. The term loan provides for a period of interest-only payments through April 30, 2018, followed by fixed principal and interest payments based on either a 24-month amortization schedule or a 36-month amortization schedule if the Company meets certain sales milestones. The Company is required to comply with certain covenants under the 2017 Credit Facility, including requirements to maintain a minimum liquidity ratio, meet certain revenue targets, and restrictions on certain actions without the consent of the lender, such as the disposal and acquisition of its business or property, changes in business, and mergers or acquisitions. An end of term fee of 6% of the amount borrowed must be made when the loan is prepaid or repaid, whether at maturity or as a result of a prepayment or acceleration or otherwise. The additional payment is being accreted using the effective interest method. Security for the 2017 Credit Facility includes all of the Company’s assets except for intellectual property. The 2017 Credit Facility contains customary covenants restricting the Company’s activities, including limitations on its ability to sell assets, engage in mergers and acquisitions, enter into transactions involving related parties, incur indebtedness or grant liens or negative pledges on its assets, make loans or make other investments. Under these covenants, the Company is prohibited from paying dividends with respect to its capital stock. The Company was in compliance with all covenants at September 30, 2017. The 2017 Credit Facility contains a material adverse effect clause which provides that an event of default will occur if, among other triggers, an event occurs that could reasonably be expected to result in a material adverse effect on the Company’s business, operations or condition, or on the Company’s ability to perform its obligations under the term loan. As of September 30, 2017, management does not believe that it is probable that the clause will be triggered within the next twelve months, and therefore the term loan is classified as long-term. The carrying value of the Company’s 2017 Credit Facility at September 30, 2017 was as follows (in thousands): Current Long-Term Portion debt Total Debt, including end of term fee $ 1,667 $ 11,053 $ 12,720 Less: Discount attributable to end of term fee and debt issuance costs (18) (639) (657) Net carrying value of debt $ 1,649 $ 10,414 $ 12,063 The carrying value of the Company’s Prior Facilities at December 31, 2016 was as follows (in thousands): Current Long-Term Portion debt Total Debt, including end of term fee $ 4,054 $ 4,301 $ 8,355 Less: Discount attributable to warrants, end of term fee and debt issuance cost (177) (83) (260) Net carrying value of debt $ 3,877 $ 4,218 $ 8,095 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Stock-Based Compensation | |
Stock-Based Compensation | 6. Stock-Based Compensation The following table summarizes the stock option activity for the nine months ended September 30, 2017: Options Outstanding Weighted- Weighted- Average Average Options Exercise Remaining Aggregate Available for Number of Price Per Contractual Intrinsic Grant Options Share Life (years) Value (In thousands) Balance—December 31, 2016 342,500 1,414,730 $ 5.28 7.6 $ 4,267 Options authorized 374,944 — RSUs granted (10,000) — Options granted (646,900) 646,900 13.87 Options exercised — (230,347) 4.76 1,981 Options cancelled/forfeited 234,973 (235,868) 6.26 Balance—September 30, 2017 295,517 1,595,415 8.69 6.9 $ 13,406 Options exercisable—September 30, 2017 760,459 4.93 4.1 $ 9,247 Options vested and expected to vest—September 30, 2017 1,595,415 8.69 6.9 $ 13,406 The total grant date fair value of options vested was $236,000 and $129,000 during the three months ended September 30, 2017 and 2016, respectively, and $1.1 million and $415,000 for the nine months ended September 30, 2017 and 2016, respectively. The weighted-average grant date fair value of employee options granted during the three months ended September 30, 2017 and 2016 was $9.22 and $3.86 per share, respectively, and during the nine months ended September 30, 2017 and 2016 was $7.80 and $3.86 per share, respectively. 2016 Employee Incentive Plan The Company’s board of directors adopted the 2016 Equity Incentive Plan (the “2016 Plan”) on April 25, 2016, which was subsequently approved on September 20, 2016 by the Company’s stockholders. The 2016 Plan became effective on October 7, 2016, the date the Company’s registration statement was declared effective by the SEC. No further grants will be made under the Company’s 2008 Equity Incentive Plan (the “2008 Plan”). However, any outstanding stock awards granted under the 2008 Plan will remain outstanding, subject to the terms of the Company’s 2008 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. The Company’s 2016 Plan provides for the grant of incentive stock options (“ISOs”), non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance-based stock awards, and other forms of equity compensation to employees, directors and consultants. In addition, the Company’s 2016 Plan provides for the grant of performance cash awards to employees, directors and consultants. The maximum number of shares of common stock that may be issued under the Company’s 2016 Plan is 500,000. The number of shares of common stock reserved for issuance under the Company’s 2016 Plan will automatically increase on January 1 of each year, beginning on January 1, 2017, and continuing through and including January 1, 2024, by 3% of the total number of shares of capital stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by the Company’s board of directors. 2016 Employee Stock Purchase Plan The Company’s board of directors adopted the 2016 Employee Stock Purchase Plan (the “ESPP”) on April 25, 2016, which was subsequently approved on September 20, 2016 by the Company’s stockholders. The purpose of the ESPP is to secure the services of new employees, to retain the services of existing employees and to provide incentives for such individuals to exert maximum efforts toward the Company’s success and that of the Company’s affiliates. The ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code. The board of directors, or a duly authorized committee thereof, will administer the Company’s ESPP. The maximum aggregate number of shares of common stock that may be issued pursuant to the exercise of purchase rights under the Company’s ESPP that are granted to employees or to employees of any of the Company’s designated affiliates is 96,153 shares. Additionally, the number of shares of common stock reserved for issuance under the Company’s ESPP will increase automatically each year, beginning on January 1, 2017, and continuing through and including January 1, 2026, by 1% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, or a lesser number as determined by the board of directors. Shares subject to purchase rights granted under the Company’s ESPP that terminate without having been exercised in full will not reduce the number of shares available for issuance under the Company’s ESPP. The first purchase period under the 2016 ESPP commenced on October 12, 2016 and ended on April 12, 2017. The second purchase period began on April 13, 2017 and ended on October 12, 2017. The Company had 203,210 shares available for future issuance under the Company’s ESPP as of September 30, 2017. Employees purchased 17,924 shares for $122,000 during the nine months ended September 30, 2017. Modification of Stock Awards During the three months ended September 30, 2017, the Company entered into a Separation Agreement with its former Chief Executive Officer which resulted in the acceleration in the vesting of certain unvested stock options as well as the extension of the exercise period for all vested options. As a result of the modification, the Company recorded stock-based compensation expense of $310,000 during the three months ended September 30, 2017 to reflect the revised service period for the stock options and related vesting of shares that would otherwise not have vested. Restricted Stock Units In September 2017, the Company’s board of directors authorized the issuance of Restricted Stock Units (“RSUs”), under the 2016 Plan and adopted a form of Restricted Stock Unit Award Agreement, which is intended to serve as a standard form agreement for RSU grants issued to employees, executive officers, directors and consultants. The following table summarizes RSU activity for the nine months ended September 30, 2017: RSUs Outstanding Weighted- Average Number of Exercise Restricted Stock Price Per Units Share Balance—December 31, 2016 — $ — Granted 10,000 16.25 Balance—September 30, 2017 10,000 $ 16.25 The fair value of RSUs is determined on the date of grant based on the market price of the Company’s common stock on that date. As of September 30, 2017, there was $149,000 of unrecognized stock-based compensation expense related to RSUs to be recognized over a weighted-average period of 0.9 years. Stock-based Compensation Expense The Company recognized stock-based compensation expense from awards granted to employees and non-employees under its equity incentive plans and from its ESPP as follows, excluding amounts related to GLOBALFOUNDRIES, Inc. (“GF”) (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Research and development $ 122 $ 99 $ 367 $ 188 General and administrative 499 182 938 282 Sales and marketing 51 28 206 50 Total $ 672 $ 309 $ 1,511 $ 520 As of September 30, 2017, there was $6.2 million of total unrecognized compensation expense related to unvested options which is expected to be recognized over a weighted-average period of 3.3 years. Employee Stock-based Compensation Stock-based compensation expense for employees was $685,000 and $279,000 for the three months ended September 30, 2017 and 2016, respectively, and $1.4 million and $480,000 for the nine months ended September 30, 2017 and 2016, respectively. The Company estimated the fair value of each option using the Black-Scholes option-pricing model. The fair value of employee stock options is being amortized on a straight-line basis over the requisite service period of the awards. The fair value of employee stock options was estimated using the assumptions below. Each of these inputs is subjective and its determination generally requires significant judgment. 2016 Plan 2016 ESPP Nine Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Expected volatility 47.2-61.1 % 44.4-45.1 % 49.3- 66.2 % — % Risk-free interest rate 1.93-2.10 % 1.12-1.36 % 0.5-1.0 % — % Expected term (in years) 5.8-6.1 5.2-6.1 0.5-0.6 — Dividend yield — % — % — % — % Non-employee Stock-based Compensation Stock-based compensation expense related to stock options granted to non-employees is recognized as the stock options vest. During the three and nine months ended September 30, 2017, the Company granted 12,800 stock options to non-employees. During the three and nine months ended September 30, 2016, the Company granted 21,633 stock options to non-employees. As of September 30, 2017, options to purchase 24,453 shares of common stock were outstanding with a weighted-average exercise price of $5.57 per share. Stock-based compensation expense for non-employees was $(13,000) and $30,000 for the three months ended September 30, 2017 and 2016, respectively, and $86,000 and $40,000 for the nine months ended September 30, 2017 and 2016, respectively. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions | |
Related Party Transactions | 7. Related Party Transactions Joint Development Agreement—GLOBALFOUNDRIES On October 17, 2014, the Company entered into a Joint Development Agreement (“JDA”) with GF, a related party due to its equity ownership in the Company, for the joint development of the Company’s Spin Torque MRAM (“ST-MRAM”) technology. The term of the agreement is the later of four years from the effective date or until the completion, termination or expiration of the last statement of work entered into pursuant to the JDA. The JDA also states that the specific terms and conditions for the production and supply of the developed ST-MRAM technology would be pursuant to a separate manufacturing agreement entered into between the parties. Under the JDA, each party licenses its relevant intellectual property to the other party. For certain jointly developed works, the parties have agreed to follow an invention allocation procedure to determine ownership. In addition, GF possesses the exclusive right to manufacture the Company’s discrete and embedded ST-MRAM devices developed pursuant to the agreement until the earlier of three years after the qualification of the MRAM device for a particular technology node or four years after the completion of the relevant statement of work under which the device was developed. For the same exclusivity period associated with the relevant device, GF agreed not to license intellectual property developed in connection with the JDA to named competitors of the Company. Generally, unless otherwise specified in the agreement or a statement of work, the Company and GF share project costs, which do not include personnel or production qualification costs, equally under the JDA. If GF manufactures, sells or transfers to customers wafers containing production quantified ST-MRAM devices that utilize certain design information, GF will be required to pay the Company a royalty. The term of the agreement is four years and is extended until the completion of any development work, if later. As of September 30, 2017, $25,000 was receivable from GF. There were no amounts receivable from GF as of December 31, 2016. As of September 30, 2017 and December 31, 2016, $1.6 million and $979,000, respectively, were payable to GF for the Company’s share of the project costs under the JDA. During the three and nine months ended September 30, 2017, the Company purchased research and development equipment from GF for $485,000 and $747,000, respectively, which were included in Property and equipment, net as of September 30, 2017. There were no such purchases from GF as of December 31, 2016. The Company incurred project costs, recognized as research and development expense, of $850,000 and $480,000 for the three months ended September 30, 2017 and 2016 respectively, and $4.1 million and $2.4 million for the nine months ended September 30, 2017 and 2016, respectively. The Company entered into a Statement of Work #4B (the “SOW 4B”) under the JDA with GF effective August 31, 2016. Under SOW 4B, the Company will collaborate with GF in planning, designing and supporting evaluation of 22nm embedded MRAM arrays. The Company is eligible to receive three substantive milestone payments from this collaboration: (a) $569,000 was due upon the delivery of the Company’s database of bias system schematics; (b) $650,000 was due upon the delivery of a Graphic Design Database System package; and (c) $406,000 is due upon demonstration that the embedded MRAM array meets the specifications agreed upon by the two parties. Two of the milestones were achieved during the nine months ended September 30, 2017. There was no revenue recognized from GF for the three months ended September 30, 2017. The Company recognized revenue of $1.2 million from GF in the nine months ended September 30, 2017. There was no revenue from GF for the three and nine months ended September 30, 2016. On October 21, 2014, GF participated, along with other investors, in the Company’s Series B redeemable convertible preferred stock financing and purchased 192,307 shares at $26.00 per share. Contemporaneously, the Company sold 461,538 shares of its common stock to GF at a discounted price of $0.00026 per share. The common shares vest upon the achievement of a goal as set forth in the Statement of Work #1 (the “SOW”) under the JDA. The unvested common shares are subject to repurchase by the Company, if the JDA is terminated for any reason, for a one-year period after such termination, at a price that is the lower of the original price paid by GF or the fair value of the Company’s common stock as of the date of repurchase. The Company has determined that the issuance of these shares of common stock to GF represents compensation for services to be provided under the JDA. Accordingly, the shares are accounted for similar to a stock award granted to a non-employee of the Company and are remeasured to their fair value as they vest. Although the shares issued do not commence vesting until the achievement of the product qualification (the “Initial Measurement Date”), the Company has deemed it probable that the qualification requirement will be met and compensation expense related to the shares issued is being recognized prior to the Initial Measurement Date. Due to the vesting conditions, there will be multiple measurement dates, occurring on the Initial Measurement Date and at the end of each month thereafter. The fair value of vesting shares is effectively fixed at each measurement date while the fair value of the remaining unvested shares will be remeasured each subsequent measurement date until the shares are fully vested. During the year ended December 31, 2016, GF achieved the product qualification as set forth under the SOW. As such, a total of 211,538 shares of common stock became vested on August 21, 2016, the designated Initial Measurement Date. Subsequent to the Initial Measurement Date through September 30, 2017, an additional 125,000 shares of common stock became vested. As of September 30, 2017, there were 125,000 shares unvested that were subject to repurchase. The Company recognized non-cash compensation expense of $508,000 and $(691,000) during the three months ended September 30, 2017 and 2016, respectively, and $1.2 million and $751,000 for the nine months ended September 30, 2017 and 2016, respectively, in research and development expense related to the vesting of the shares of common stock. The Company recognizes compensation expense based on the estimated fair value of the common stock at each reporting period, which was $17.09 and $8.29 per share as of September 30, 2017 and December 31, 2016, respectively. Transactions with Freescale The Company has entered into various transactions with Freescale (a wholly-owned subsidiary of NXP), a related party due to its equity ownership in the Company. The Company leases its manufacturing facility in Chandler, Arizona, from Freescale and total rent expense was $250,000 and $268,000 during the three months ended September 30, 2017 and 2016, respectively, and $718,000 and $803,000 for the nine months ended September 30, 2017 and 2016, respectively. Freescale also performs processing of the Company’s products in its facility which are capitalized as part of the cost of inventory. The total processing costs incurred by the Company were $786,000 and $702,000 for the three months ended September 30, 2017 and 2016, respectively, and $2.4 million and $2.0 million for the nine months ended September 30, 2017 and 2016, respectively. In addition, Freescale is one of the Company’s largest customers for the sale of embedded wafers, and total revenue from Freescale was $610,000 and $662,000 during the three months ended September 30, 2017 and 2016, respectively, and $1.8 million and $1.4 million for the nine months ended September 30, 2017 and 2016, respectively. In the three and nine months ended September 30, 2017, the Company purchased wafers for its Condor product from Freescale for $317,000 and $708,000, respectively, which are included in inventory as of September 30, 2017. Amounts due from Freescale were $458,000 and $486,000 at September 30, 2017 and December 31, 2016, respectively. Amounts due to Freescale were $469,000 and $380,000 at September 30, 2017 and December 31, 2016, respectively. |
Net Loss Per Common Share
Net Loss Per Common Share | 9 Months Ended |
Sep. 30, 2017 | |
Net Loss Per Common Share | |
Net Loss Per Common Share | 8. Net Loss Per Common Share The following table sets forth the computation of basic and diluted net loss per share (in thousands, except share and per share amounts): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Numerator: Net loss $ (5,446) $ (1,444) $ (16,719) $ (11,400) Denominator: Weighted-average common shares outstanding 12,700,802 3,023,794 12,595,015 3,019,238 Less: weighted-average unvested common shares subjected to repurchase (140,990) (366,220) (169,625) (429,534) Weighted-average common shares outstanding used to calculate net loss per common share, basic and diluted 12,559,812 2,657,574 12,425,390 2,589,704 Net loss per common share, basic and diluted $ (0.43) $ (0.54) $ (1.35) $ (4.40) The following outstanding shares of potentially dilutive securities have been excluded from diluted net loss per common share for the periods presented, because their inclusion would be anti-dilutive: Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Redeemable convertible preferred stock on an as-converted basis — 2,486,199 — 2,486,199 Options to purchase common stock 1,595,415 1,262,294 1,595,415 1,262,294 Restricted stock units 10,000 — 10,000 — Common stock subject to repurchase 125,000 240,385 125,000 240,385 Redeemable convertible preferred stock warrants on an as-converted basis — 27,690 — 27,690 Common stock warrants 27,690 — 27,690 — Total 1,758,105 4,016,568 1,758,105 4,016,568 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events | |
Subsequent Events | 9. Subsequent Events In October 2017, the Company entered into an amendment to its lease with Freescale in Chandler, Arizona to add 17,951 square feet of office space. The initial term of this amendment to the lease ends on January 31, 2022. The amendment provides the Company with 11 months free rent for the additional space, and total additional lease payments under the amendment will be $1.1 million over the initial lease term. |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP have been condensed or omitted, and accordingly the balance sheet as of December 31, 2016 has been derived from the audited financial statements at that date but does not include all of the information required by GAAP for complete financial statements. These unaudited interim condensed financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair statement of the Company’s financial information. The results of operations for the three and nine months ended September 30, 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017 or for any other interim period or for any other future year. The accompanying condensed financial statements and related financial information should be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2016, included in the Company’s Annual Report on Form 10-K filed with the SEC. |
Use of Estimates | Use of Estimates The preparation of the condensed financial statements in conformity with 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 financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, fair value of assets and liabilities, inventory, income taxes, common stock, and stock-based compensation. Actual results could differ from those estimates and assumptions. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially expose the Company to a concentration of credit risk consist principally of cash and cash equivalents that are held by a financial institution in the United States and accounts receivable. Amounts on deposit with a financial institution may at times exceed federally insured limits. The Company maintains its cash accounts with high credit quality financial institutions and, accordingly, minimal credit risk exists with respect to the financial institutions. Significant customers are those which represent more than 10% of the Company’s total revenue or gross accounts receivable balance at each respective balance sheet date. For the purposes of this disclosure, the Company defines “customer” as the entity that is purchasing the products directly from the Company, which includes the distributors of the Company’s products in addition to end customers that the Company sells to directly. For each significant customer, revenue as a percentage of total revenue and accounts receivable as a percentage of total accounts receivable, net are as follows: Revenue Accounts Receivable, net Three Months Ended Nine Months Ended As of As of September 30, September 30, September 30, December 31, Customers 2017 2016 2017 2016 2017 2016 Customer A 18 % % 17 % 23 % 15 % 12 % Customer B * % * % * % * % 11 % 13 % Customer C * % * % 10 % * % * % 10 % Customer D 16 % % 14 % 11 % * % 18 % * |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company discloses and recognizes the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). The guidance establishes three levels of the fair value hierarchy as follows: Level 1 —Inputs are unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2—Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3—Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. The carrying value of accounts receivable, accounts payable, and other accruals approximate fair value because of the short-term nature of the instruments. The carrying value of the Company’s variable interest rate debt, excluding unamortized debt issuance costs, approximates fair value. The Company’s financial instruments consist of Level 1 assets. Where quoted prices are available in an active market, securities are classified as Level 1. Level 1 assets consist of highly liquid money market funds that are included in cash equivalents. The following table sets forth the fair value of the Company’s financial assets measured at fair value on a recurring basis based on the three-tier fair value hierarchy (in thousands): September 30, 2017 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 18,254 $ — $ — $ 18,254 Total assets measured at fair value $ 18,254 $ — $ — $ 18,254 December 31, 2016 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 29,869 $ — $ — $ 29,869 Total assets measured at fair value $ 29,869 $ — $ — $ 29,869 |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; the price is fixed or determinable; delivery has occurred and title passed; and collectability is reasonably assured. For sales to original equipment manufacturers (“ OEMs”) and contract manufacturers, this occurs generally upon shipment. Provisions for product returns and allowances are recorded in the same period as related revenues. The Company analyzes historical returns, current economic trends and changes in customer demand and acceptance of product when evaluating the adequacy of sales returns and other allowances, which are netted against accounts receivable, as these are processed as credits against future purchases or balances outstanding. The Company sells the majority of its products to its distributors at a uniform list price. However, distributors resell the Company’s products to end customers at a very broad range of individually negotiated price points. Distributors are provided with price concessions subsequent to delivery of product to them depending on their end customer and sales price. These concessions are based on a variety of factors, including customer, product, quantity, geography and competitive differentiation. Price protection rights grant distributors the right to a credit in the event of declines in the price of the Company’s products. Under these circumstances, the Company remits back to the distributor a portion of their original purchase price after the resale transaction is completed in the form of a credit against the distributors’ outstanding accounts receivable balance. The credits are on a per unit basis and are not given to the distributor until the distributor provides information regarding the sale to their end customer. Revenue on shipments to distributors is deferred as the price is not fixed or determinable until delivery has been made by the distributor to its customer and the final sales price has been established. At the time of shipment to distributors, the Company records a trade receivable for the selling price as there is a legally enforceable obligation of the distributor to pay for the product delivered, inventory is reduced by the carrying value of goods shipped, and the net of these amounts, the gross profit, is recorded as deferred income on shipments to distributors on the balance sheet. The amount of gross profit that will be ultimately recognized in the statements of operations on such sales could be lower than the deferred income recorded on the balance sheets as a result of credits granted to distributors from the price protection rights. The Company is unable to estimate the credits to the distributors due to the wide variability of negotiated price concessions granted to them. Thus, a portion of the “deferred income on shipments to distributors” balance represents the amount of distributors’ original purchase price that will be credited back to the distributor in the future. The wide range and variability of negotiated price concessions granted to distributors does not allow the Company to accurately estimate the portion of the balance in the deferred income on shipments to distributor accounts that will be credited back to the distributor. Therefore, the Company does not reduce deferred income on shipments to distributors or accounts receivable by anticipated future price concessions rather, price concessions are recorded against deferred income on shipments to distributors when incurred, which is generally at the time the distributor sells the product. At September 30, 2017, the Company had $3.3 million of deferred revenue and $1.1 million of deferred cost of sales, resulting in the recognition of $2.2 million of deferred income on shipments to distributors. At December 31, 2016, the Company had $2.9 million of deferred revenue and $1.1 million of deferred cost of sales, resulting in the recognition of $1.8 million of deferred income on shipments to distributors. Products returned by distributors and subsequently scrapped have historically been immaterial to the Company’s results of operations. The Company routinely evaluates the risk of impairment of the deferred cost of sales component of the deferred income on shipments to distributors account. Because of the historically immaterial amounts of inventory that have been scrapped, and historically rare instances where discounts given to a distributor result in a price less than our cost, the Company believes the deferred costs are recorded at their approximate carrying values. For licenses of technology, recognition of revenue is dependent upon whether the Company delivered rights to the technology, and whether there are future performance obligations. In some instances, the license agreements call for future milestones to be met for amounts to be due from the customer. In such scenarios, revenue is recognized using the milestone method, whereby revenue is recognized upon the completion of substantive milestones once the customers acknowledge the milestones have been met and the collection of the amounts are reasonably assured. Royalties received are recognized when reported to the Company, which generally coincides with the receipt of payment. |
Net Loss per Common Share | Net Loss per Common Share Basic net loss per common share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period, without consideration of potentially dilutive securities. Diluted net loss per common share is the same as basic net loss per common share since the effect of potentially dilutive securities is anti-dilutive. |
Recent Accounting Pronouncements and Recently Adopted Pronouncements | Recently Issued Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014‑09, Revenue from Contracts with Customers. Areas of revenue recognition that will be affected include, but are not limited to, transfer of control, variable consideration, allocation of transfer pricing, licenses, time value of money, contract costs and disclosures. The new standard permits adoption either by using (i) a full retrospective approach for all periods presented in the period of adoption or (ii) a modified retrospective approach with the cumulative effect of initially applying the new standard recognized at the date of initial application and providing certain additional disclosures. The new standard is effective for annual reporting periods beginning after December 15, 2017, with early adoption permitted for annual reporting periods beginning after December 15, 2016. As described in the Company's significant accounting policies, the Company currently defers the revenue and cost of sales on shipments to distributors until the distributor sells the product to their end customer. Upon adoption of ASU 2014-09, and subsequent improvements including ASU 2015-14, Deferral of Effective Date, ASU 2016-08, Principal versus Agent Considerations, ASU 2016-10, Identifying Performance Obligations and Licensing, and ASU 2016-12, Narrow Scope Improvements and Practical Expedients, the Company will no longer defer revenue until sale by the distributor to the end customer, but rather, will be required to estimate the effects of returns and allowances provided to distributors and record revenue at the time of sale to the distributor. The Company plans on adopting this standard on January 1, 2018 retrospectively, applying the guidance to each prior period presented. The Company has determined that the most significant change will be related to the accounting for distributor arrangements whereby revenue will be recognized at the time of sale to the distributor at amounts equal to the estimate of the final selling price . In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation (Topic 718) Scope of Modification Accounting, which is intended to amend the scope of modification accounting for share-based payment arrangements. The amendments in the update provide guidance on types of changes to the terms or conditions of share-based payment awards that would require the Company to apply modification accounting under ASC 718, Compensation-Stock Compensation. This ASU is effective for annual reporting periods beginning after December 15, 2017, and early adoption is permitted. The Company plans on adopting this standard on January 1, 2018 and is currently evaluating the impact that the adoption of the standard will have on its financial statements. Recently Adopted Pronouncements In July 2015, the FASB issued ASU No. 2015‑11, Simplifying the Measurement of Inventory, which requires an entity to measure in scope inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This ASU is effective for fiscal years and interim periods within those years beginning after December 15, 2016. The Company adopted this standard as of January 1, 2017 and the impact of its adoption on the Company’s financial statements was not material. In November 2015, FASB issued ASU No. 2015‑17, Balance Sheet Classification of Deferred Taxes, which is intended to simplify and improve how deferred taxes are classified on the balance sheet. The guidance in this ASU eliminates the current requirement to present deferred tax assets and liabilities as current and noncurrent in a classified balance sheet and now requires entities to classify all deferred tax assets and liabilities as noncurrent. The guidance is effective for annual periods beginning after December 15, 2016, and for interim periods within those annual periods. Early adoption is permitted. The Company adopted this standard as of January 1, 2017 and the impact of its adoption on the Company’s financial statements was not material. In March 2016, the FASB issued ASU No. 2016‑09, Compensation-Stock Compensation (Topic 718) Improvements to Employee Share-Based Payment Accounting, which is intended to simplify several aspects of the accounting for employee share-based payment transactions, including the income tax consequences, the determination of forfeiture rates, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This ASU is effective for fiscal years and interim periods within those years beginning after December 15, 2016, and early adoption is permitted. The Company adopted this standard as of January 1, 2017 and the impact of its adoption on the Company’s financial statements was not material. |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Summary of Significant Accounting Policies | |
Schedule of Revenue and Accounts Receivable for Each Significant Customer | Revenue Accounts Receivable, net Three Months Ended Nine Months Ended As of As of September 30, September 30, September 30, December 31, Customers 2017 2016 2017 2016 2017 2016 Customer A 18 % % 17 % 23 % 15 % 12 % Customer B * % * % * % * % 11 % 13 % Customer C * % * % 10 % * % * % 10 % Customer D 16 % % 14 % 11 % * % 18 % * |
Schedule of Fair Value of Financial Assets Measured on Recurring Basis | The following table sets forth the fair value of the Company’s financial assets measured at fair value on a recurring basis based on the three-tier fair value hierarchy (in thousands): September 30, 2017 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 18,254 $ — $ — $ 18,254 Total assets measured at fair value $ 18,254 $ — $ — $ 18,254 December 31, 2016 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 29,869 $ — $ — $ 29,869 Total assets measured at fair value $ 29,869 $ — $ — $ 29,869 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Balance Sheet Components | |
Schedule of Inventory | Inventory consisted of the following (in thousands): September 30, December 31, 2017 2016 Raw materials $ 644 $ 853 Work-in-process 5,362 3,152 Finished goods 1,691 1,064 Total inventory $ 7,697 $ 5,069 |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following (in thousands): September 30, December 31, 2017 2016 Accrued payroll-related expenses $ 1,075 $ 1,045 Deferred licensing revenue 42 229 Deferred rent 221 248 Accrued sales commissions payable to sales representatives 136 193 Other 616 96 Total accrued liabilities $ 2,090 $ 1,811 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt | |
Summary of Debt | The carrying value of the Company’s 2017 Credit Facility at September 30, 2017 was as follows (in thousands): Current Long-Term Portion debt Total Debt, including end of term fee $ 1,667 $ 11,053 $ 12,720 Less: Discount attributable to end of term fee and debt issuance costs (18) (639) (657) Net carrying value of debt $ 1,649 $ 10,414 $ 12,063 The carrying value of the Company’s Prior Facilities at December 31, 2016 was as follows (in thousands): Current Long-Term Portion debt Total Debt, including end of term fee $ 4,054 $ 4,301 $ 8,355 Less: Discount attributable to warrants, end of term fee and debt issuance cost (177) (83) (260) Net carrying value of debt $ 3,877 $ 4,218 $ 8,095 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Stock-Based Compensation | |
Summary of Stock Option Activity | Options Outstanding Weighted- Weighted- Average Average Options Exercise Remaining Aggregate Available for Number of Price Per Contractual Intrinsic Grant Options Share Life (years) Value (In thousands) Balance—December 31, 2016 342,500 1,414,730 $ 5.28 7.6 $ 4,267 Options authorized 374,944 — RSUs granted (10,000) — Options granted (646,900) 646,900 13.87 Options exercised — (230,347) 4.76 1,981 Options cancelled/forfeited 234,973 (235,868) 6.26 Balance—September 30, 2017 295,517 1,595,415 8.69 6.9 $ 13,406 Options exercisable—September 30, 2017 760,459 4.93 4.1 $ 9,247 Options vested and expected to vest—September 30, 2017 1,595,415 8.69 6.9 $ 13,406 |
Schedule of Restricted Stock Unit Activity | RSUs Outstanding Weighted- Average Number of Exercise Restricted Stock Price Per Units Share Balance—December 31, 2016 — $ — Granted 10,000 16.25 Balance—September 30, 2017 10,000 $ 16.25 |
Summary of Stock-Based Compensation Expense | The Company recognized stock-based compensation expense from awards granted to employees and non-employees under its equity incentive plans and from its ESPP as follows, excluding amounts related to GLOBALFOUNDRIES, Inc. (“GF”) (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Research and development $ 122 $ 99 $ 367 $ 188 General and administrative 499 182 938 282 Sales and marketing 51 28 206 50 Total $ 672 $ 309 $ 1,511 $ 520 |
Schedule of Fair Value Assumptions | 2016 Plan 2016 ESPP Nine Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Expected volatility 47.2-61.1 % 44.4-45.1 % 49.3- 66.2 % — % Risk-free interest rate 1.93-2.10 % 1.12-1.36 % 0.5-1.0 % — % Expected term (in years) 5.8-6.1 5.2-6.1 0.5-0.6 — Dividend yield — % — % — % — % |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Net Loss Per Common Share | |
Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share (in thousands, except share and per share amounts): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Numerator: Net loss $ (5,446) $ (1,444) $ (16,719) $ (11,400) Denominator: Weighted-average common shares outstanding 12,700,802 3,023,794 12,595,015 3,019,238 Less: weighted-average unvested common shares subjected to repurchase (140,990) (366,220) (169,625) (429,534) Weighted-average common shares outstanding used to calculate net loss per common share, basic and diluted 12,559,812 2,657,574 12,425,390 2,589,704 Net loss per common share, basic and diluted $ (0.43) $ (0.54) $ (1.35) $ (4.40) |
Schedule of Potentially Dilutive Securities Excluded from Diluted Net Loss Per Common Share | Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Redeemable convertible preferred stock on an as-converted basis — 2,486,199 — 2,486,199 Options to purchase common stock 1,595,415 1,262,294 1,595,415 1,262,294 Restricted stock units 10,000 — 10,000 — Common stock subject to repurchase 125,000 240,385 125,000 240,385 Redeemable convertible preferred stock warrants on an as-converted basis — 27,690 — 27,690 Common stock warrants 27,690 — 27,690 — Total 1,758,105 4,016,568 1,758,105 4,016,568 |
Summary of Significant Accoun21
Summary of Significant Accounting Policies - Schedule of Revenue and Accounts Receivable for Each Significant Customer (Details) - Customer Concentration Risk | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Revenue | Customer A | |||||
Concentration risk | |||||
Concentration risk percentage | 18.00% | 22.00% | 17.00% | 23.00% | |
Revenue | Customer B | Maximum | |||||
Concentration risk | |||||
Concentration risk percentage | 10.00% | 10.00% | 10.00% | 10.00% | |
Revenue | Customer C | |||||
Concentration risk | |||||
Concentration risk percentage | 10.00% | ||||
Revenue | Customer C | Maximum | |||||
Concentration risk | |||||
Concentration risk percentage | 10.00% | 10.00% | 10.00% | ||
Revenue | Customer D | |||||
Concentration risk | |||||
Concentration risk percentage | 16.00% | 11.00% | 14.00% | 11.00% | |
Accounts Receivable, net | Customer A | |||||
Concentration risk | |||||
Concentration risk percentage | 15.00% | 12.00% | |||
Accounts Receivable, net | Customer B | |||||
Concentration risk | |||||
Concentration risk percentage | 11.00% | 13.00% | |||
Accounts Receivable, net | Customer C | |||||
Concentration risk | |||||
Concentration risk percentage | 10.00% | ||||
Accounts Receivable, net | Customer C | Maximum | |||||
Concentration risk | |||||
Concentration risk percentage | 10.00% | ||||
Accounts Receivable, net | Customer D | |||||
Concentration risk | |||||
Concentration risk percentage | 18.00% | ||||
Accounts Receivable, net | Customer D | Maximum | |||||
Concentration risk | |||||
Concentration risk percentage | 10.00% |
Summary of Significant Accoun22
Summary of Significant Accounting Policies - Schedule of Fair Value of Financial Assets and Liabilities Measured on Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Fair Value | ||
Total assets measured at fair value | $ 18,254 | $ 29,869 |
Level 1 | ||
Fair Value | ||
Total assets measured at fair value | 18,254 | 29,869 |
Money Market Funds | ||
Fair Value | ||
Money market funds | 18,254 | 29,869 |
Money Market Funds | Level 1 | ||
Fair Value | ||
Money market funds | $ 18,254 | $ 29,869 |
Summary of Significant Accoun23
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Summary of Significant Accounting Policies | ||
Deferred revenue | $ 3,300 | $ 2,900 |
Deferred cost of sales | 1,100 | 1,100 |
Deferred income on shipments to distributors | $ 2,150 | $ 1,827 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Inventory | ||
Raw materials | $ 644 | $ 853 |
Work-in-process | 5,362 | 3,152 |
Finished goods | 1,691 | 1,064 |
Total inventory | $ 7,697 | $ 5,069 |
Balance Sheet Components - Sc25
Balance Sheet Components - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Accrued liabilities | ||
Accrued payroll-related expenses | $ 1,075 | $ 1,045 |
Deferred licensing revenue | 42 | 229 |
Deferred rent | 221 | 248 |
Accrued sales commissions payable to sales representatives | 136 | 193 |
Other | 616 | 96 |
Total accrued liabilities | $ 2,090 | $ 1,811 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Office and Laboratory Space - Freescale - ft² | 1 Months Ended | |
Mar. 31, 2017 | Jan. 31, 2017 | |
Term of lease (in years) | 5 years | |
Area of operating lease (in sq feet) | 10,023 | 6,560 |
Debt - 2017 Facility - Addition
Debt - 2017 Facility - Additional Information (Details) | May 04, 2017USD ($)payment | Apr. 30, 2017USD ($) |
Term Loan 2015 Credit Facility | ||
Debt | ||
Repayment of credit facility | $ 6,200,000 | |
Unamortized debt discount | 175,000 | |
Prepayment penalty | 61,000 | |
Revolving loan 2015 Credit Facility | ||
Debt | ||
Repayment of credit facility | 1,100,000 | |
Unamortized debt discount | $ 10,000 | |
2017 Credit Facility | ||
Debt | ||
Loan agreement amount | $ 12,000,000 | |
End-of-term fee (as a percent) | 6.00% | |
2017 Credit Facility | Prime Rate | ||
Debt | ||
Interest rate | 3.50% | |
Interest rate, negative basis spread percentage | 0.75% | |
2017 Credit Facility | Minimum | ||
Debt | ||
Number of interest and principal payments | payment | 24 | |
2017 Credit Facility | Maximum | ||
Debt | ||
Number of interest and principal payments | payment | 36 |
Debt - Carrying Value (Details)
Debt - Carrying Value (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Debt | ||
Net carrying value of debt, Current Portion | $ 1,649 | $ 3,884 |
Net carrying value of debt, Long-term debt | 10,414 | 4,218 |
2015 Credit Facility | ||
Debt | ||
Debt, including end of term fee, Current Portion | 4,054 | |
Less: Discount attributable to warrants, end of term fee and debt issuance costs, Current Portion | (177) | |
Net carrying value of debt, Current Portion | 3,877 | |
Debt, including end of term fee, Long-term debt | 4,301 | |
Less: Discount attributable to warrants, end of term fee and debt issuance costs, Long-term debt | (83) | |
Net carrying value of debt, Long-term debt | 4,218 | |
Debt, including end of term fee, Total | 8,355 | |
Less: Discount attributable to warrants, end of term fee and debt issuance costs, Total | (260) | |
Net carrying value of debt, Total | $ 8,095 | |
2017 Credit Facility | ||
Debt | ||
Debt, including end of term fee, Current Portion | 1,667 | |
Less: Discount attributable to warrants, end of term fee and debt issuance costs, Current Portion | (18) | |
Net carrying value of debt, Current Portion | 1,649 | |
Debt, including end of term fee, Long-term debt | 11,053 | |
Less: Discount attributable to warrants, end of term fee and debt issuance costs, Long-term debt | (639) | |
Net carrying value of debt, Long-term debt | 10,414 | |
Debt, including end of term fee, Total | 12,720 | |
Less: Discount attributable to warrants, end of term fee and debt issuance costs, Total | (657) | |
Net carrying value of debt, Total | $ 12,063 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Stock-Based Compensation | ||
Options Available for Grant, Outstanding, Beginning balance | 342,500 | |
Options Available for Grant, Options authorized | 374,944 | |
Options Available for Grant, RSUs granted | (10,000) | |
Options Available for Grant, Options cancelled/forfeited | 234,973 | |
Options Available for Grant, Outstanding, Ending balance | 295,517 | 342,500 |
Number of Options, Outstanding, Beginning balance | 1,414,730 | |
Number of Options, Options granted | 646,900 | |
Number of Options, Options exercised | (230,347) | |
Number of Options, Options cancelled/forfeited | (235,868) | |
Number of Options, Outstanding, Ending balance | 1,595,415 | 1,414,730 |
Number of Options, exercisable | 760,459 | |
Number of Options, vested and expected to vest | 1,595,415 | |
Weighted - Average Exercise Price Per Share, Options outstanding, Beginning balance | $ 5.28 | |
Weighted - Average Exercise Price Per Share, Options granted | 13.87 | |
Weighted - Average Exercise Price Per Share, Options exercised | 4.76 | |
Weighted - Average Exercise Price Per Share, Options cancelled/forfeited | 6.26 | |
Weighted - Average Exercise Price Per Share, Options outstanding, Ending balance | 8.69 | $ 5.28 |
Weighted - Average Exercise Price Per Share, Options exercisable | 4.93 | |
Weighted - Average Exercise Price Per Share, Options vested and expected to vest | $ 8.69 | |
Weighted - Average Remaining Contractual Life, Options outstanding | 6 years 10 months 24 days | 7 years 7 months 6 days |
Weighted - Average Remaining Contractual Life, Options exercisable | 4 years 1 month 6 days | |
Weighted - Average Remaining Contractual Life, Options vested and expected to vest | 6 years 10 months 24 days | |
Aggregate Intrinsic Value, Options outstanding | $ 13,406 | $ 4,267 |
Aggregate Intrinsic Value, Options exercised | 1,981 | |
Aggregate Intrinsic Value, Options exercisable | 9,247 | |
Aggregate Intrinsic Value, Options vested and expected to vest | $ 13,406 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Share-based Compensation | |||||
Total grant date fair value of options vested | $ 236,000 | $ 129,000 | $ 1,100,000 | $ 415,000 | |
Number of stock options granted | 646,900 | ||||
Shares available for future issuance (in shares) | 295,517 | 295,517 | 342,500 | ||
Unrecognized compensation expense related to unvested options | $ 6,200,000 | $ 6,200,000 | |||
Unrecognized compensation expense, weighted-average period expected to be recognized | 3 years 3 months 18 days | ||||
Options remained outstanding | 1,595,415 | 1,595,415 | 1,414,730 | ||
Weighted-average exercise price (per share) | $ 8.69 | $ 8.69 | $ 5.28 | ||
Stock-based compensation expense | $ 672,000 | $ 309,000 | $ 1,511,000 | $ 520,000 | |
Employees | |||||
Share-based Compensation | |||||
Weighted-average grant date fair value of options granted | $ 9.22 | $ 3.86 | $ 7.80 | $ 3.86 | |
Stock-based compensation expense | $ 685,000 | $ 279,000 | $ 1,400,000 | $ 480,000 | |
Non-Employee | |||||
Share-based Compensation | |||||
Number of stock options granted | 12,800 | 21,633 | |||
Options remained outstanding | 24,453 | 24,453 | |||
Weighted-average exercise price (per share) | $ 5.57 | $ 5.57 | |||
Stock-based compensation expense | $ (13,000) | $ 30,000 | $ 86,000 | $ 40,000 | |
2016 Employee Incentive Plan | |||||
Share-based Compensation | |||||
Maximum number of common stock shares may be issued under the plan | 500,000 | 500,000 | |||
Annual increases in the number of shares available for issuance, percentage of outstanding capital stock | 3.00% | ||||
2016 Employee Stock Purchase Plan | |||||
Share-based Compensation | |||||
Maximum number of common stock shares may be issued under the plan | 96,153 | 96,153 | |||
Annual increases in the number of shares available for issuance, percentage of outstanding capital stock | 1.00% | ||||
Shares available for future issuance (in shares) | 203,210 | 203,210 | |||
Number of shares issued (in shares) | 17,924 | ||||
Value of share issued | $ 122,000 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Units (Details) | 9 Months Ended |
Sep. 30, 2017USD ($)$ / sharesshares | |
Weighted Average Exercise Price Per Share | |
Unrecognized compensation expense, weighted-average period expected to be recognized | 3 years 3 months 18 days |
2016 Employee Incentive Plan | RSU | |
Number of Restricted Stock Units | |
Granted | shares | 10,000 |
Balance, end of period | shares | 10,000 |
Weighted Average Exercise Price Per Share | |
Granted (price per share) | $ / shares | $ 16.25 |
Balance, end of period (price per share) | $ / shares | $ 16.25 |
Unrecognized stock-based compensation expense | $ | $ 149,000 |
Unrecognized compensation expense, weighted-average period expected to be recognized | 10 months 24 days |
Stock-Based Compensation - Su32
Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based compensation expense | ||||
Stock-based compensation expense | $ 672,000 | $ 309,000 | $ 1,511,000 | $ 520,000 |
Research and Development | ||||
Share-based compensation expense | ||||
Stock-based compensation expense | 122,000 | 99,000 | 367,000 | 188,000 |
General and Administrative | ||||
Share-based compensation expense | ||||
Stock-based compensation expense | 499,000 | 182,000 | 938,000 | 282,000 |
Sales and Marketing | ||||
Share-based compensation expense | ||||
Stock-based compensation expense | 51,000 | $ 28,000 | $ 206,000 | $ 50,000 |
Accelerated Vesting Due To Separation Agreement | Former Chief Executive Officer | ||||
Share-based compensation expense | ||||
Stock-based compensation expense | $ 310,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Fair Value of Employee Stock Options (Details) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
2016 Employee Incentive Plan | ||
Share-based Compensation | ||
Expected volatility, Minimum | 47.20% | 44.40% |
Expected volatility, Maximum | 61.10% | 45.10% |
Risk-free interest rate, Minimum | 1.93% | 1.12% |
Risk-free interest rate, Maximum | 1.00% | 1.36% |
2016 Employee Incentive Plan | Minimum | ||
Share-based Compensation | ||
Expected term (in years) | 5 years 9 months 18 days | 5 years 2 months 12 days |
2016 Employee Incentive Plan | Maximum | ||
Share-based Compensation | ||
Expected term (in years) | 6 years 1 month 6 days | 6 years 1 month 6 days |
2016 Employee Stock Purchase Plan | ||
Share-based Compensation | ||
Expected volatility, Minimum | 49.30% | |
Expected volatility, Maximum | 66.20% | |
Risk-free interest rate, Minimum | 0.50% | |
Risk-free interest rate, Maximum | 2.10% | |
2016 Employee Stock Purchase Plan | Minimum | ||
Share-based Compensation | ||
Expected term (in years) | 6 months | |
2016 Employee Stock Purchase Plan | Maximum | ||
Share-based Compensation | ||
Expected term (in years) | 7 months 6 days |
Related Party Transactions (Det
Related Party Transactions (Details) | Aug. 21, 2016shares | Oct. 21, 2014$ / sharesshares | Oct. 17, 2014 | Oct. 14, 2014 | Sep. 30, 2017USD ($)$ / sharesshares | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)item$ / sharesshares | Sep. 30, 2016USD ($) | Jun. 30, 2017shares | Dec. 31, 2016USD ($)$ / shares | Aug. 31, 2016USD ($)item |
Related Party Transactions | |||||||||||
Loss on extinguishment of debt | $ (246,000) | ||||||||||
Amounts due to related parties | $ 2,029,000 | 2,029,000 | $ 1,359,000 | ||||||||
Research and development expense | 6,420,000 | $ 3,111,000 | 19,236,000 | $ 14,342,000 | |||||||
Non-cash compensation expense (income) | 1,224,000 | 751,000 | |||||||||
Due from related party | 483,000 | 483,000 | 486,000 | ||||||||
Freescale | |||||||||||
Related Party Transactions | |||||||||||
Amounts due to related parties | 469,000 | 469,000 | 380,000 | ||||||||
Rent paid | 250,000 | 268,000 | 718,000 | 803,000 | |||||||
Processing costs capitalized in inventory | 786,000 | 702,000 | 2,400,000 | 2,000,000 | |||||||
Related party sales | 610,000 | 662,000 | 1,800,000 | 1,400,000 | |||||||
Due from related party | 458,000 | 458,000 | 486,000 | ||||||||
Freescale | Wafers | |||||||||||
Related Party Transactions | |||||||||||
Product purchased which is included in inventory | 317,000 | 708,000 | |||||||||
Joint Development Agreement | Global Foundries | |||||||||||
Related Party Transactions | |||||||||||
Amounts due to related parties | 1,600,000 | 1,600,000 | 979,000 | ||||||||
Purchase of research and development equipment | 485,000 | 747,000 | 0 | ||||||||
Research and development expense | 850,000 | 480,000 | $ 4,100,000 | 2,400,000 | |||||||
Agreement Term | 4 years | 4 years | |||||||||
Period to Repurchase Shares | 1 year | ||||||||||
Period of possession of exclusive right to manufacture after qualification of device | 3 years | ||||||||||
Period of possession of exclusive right to manufacture after completion of device development work | 4 years | ||||||||||
Number of milestones | item | 3 | ||||||||||
First milestone payment due per the agreement | $ 569,000 | ||||||||||
Second milestone payment due per the agreement | 650,000 | ||||||||||
Third milestone payment due per the agreement | $ 406,000 | ||||||||||
Number of milestones achieved | item | 2 | ||||||||||
Milestone revenue | 0 | 0 | $ 1,200,000 | 0 | |||||||
Due from related party | $ 25,000 | $ 25,000 | $ 0 | ||||||||
Joint Development Agreement | Global Foundries | Common Stock | |||||||||||
Related Party Transactions | |||||||||||
Number of shares sold | shares | 461,538 | ||||||||||
Shares sold, price per share | $ / shares | $ 0.00026 | ||||||||||
Number of shares of common stock, vested | shares | 211,538 | 125,000 | |||||||||
Number of shares of common stock, unvested | shares | 125,000 | 125,000 | |||||||||
Estimated fair value of common stock per share | $ / shares | $ 17.09 | $ 17.09 | $ 8.29 | ||||||||
Joint Development Agreement | Global Foundries | Research and Development | |||||||||||
Related Party Transactions | |||||||||||
Non-cash compensation expense (income) | $ 508,000 | $ (691,000) | $ 1,200,000 | $ 751,000 | |||||||
Joint Development Agreement | Global Foundries | Series B Redeemable Convertible Preferred Stock | |||||||||||
Related Party Transactions | |||||||||||
Number of shares sold | shares | 192,307 | ||||||||||
Shares sold, price per share | $ / shares | $ 26 |
Net Loss Per Common Share - Com
Net Loss Per Common Share - Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Numerator: | ||||
Net loss | $ (5,446) | $ (1,444) | $ (16,719) | $ (11,400) |
Denominator: | ||||
Weighted-average common shares outstanding | 12,700,802 | 3,023,794 | 12,595,015 | 3,019,238 |
Less: weighted-average unvested common shares subjected to repurchase | (140,990) | (366,220) | (169,625) | (429,534) |
Weighted-average common shares outstanding used to calculate net loss per common share, basic and diluted | 12,559,812 | 2,657,574 | 12,425,390 | 2,589,704 |
Net loss per common share, basic and diluted | $ (0.43) | $ (0.54) | $ (1.35) | $ (4.40) |
Net Loss Per Common Share - Sch
Net Loss Per Common Share - Schedule of Potentially Dilutive Securities Excluded from Diluted Net Loss Per Common Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Antidilutive Securities | ||||
Potentially dilutive securities excluded from diluted net loss per common share | 1,758,105 | 4,016,568 | 1,758,105 | 4,016,568 |
Redeemable Convertible Preferred Stock | ||||
Antidilutive Securities | ||||
Potentially dilutive securities excluded from diluted net loss per common share | 2,486,199 | 2,486,199 | ||
Options to Purchase Common Stock | ||||
Antidilutive Securities | ||||
Potentially dilutive securities excluded from diluted net loss per common share | 1,595,415 | 1,262,294 | 1,595,415 | 1,262,294 |
RSU | ||||
Antidilutive Securities | ||||
Potentially dilutive securities excluded from diluted net loss per common share | 10,000 | 10,000 | ||
Common Stock Subject to Repurchase | ||||
Antidilutive Securities | ||||
Potentially dilutive securities excluded from diluted net loss per common share | 125,000 | 240,385 | 125,000 | 240,385 |
Redeemable Convertible Preferred Stock Warrants | ||||
Antidilutive Securities | ||||
Potentially dilutive securities excluded from diluted net loss per common share | 27,690 | 27,690 | ||
Common Stock Warrants | ||||
Antidilutive Securities | ||||
Potentially dilutive securities excluded from diluted net loss per common share | 27,690 | 27,690 |
Subsequent Events (Details)
Subsequent Events (Details) - Office Space - Freescale - Subsequent Events $ in Millions | 1 Months Ended |
Oct. 31, 2017USD ($)ft² | |
Subsequent events | |
Area of operating lease (in sq feet) | ft² | 17,951 |
Number of rent free months | 11 months |
Additional payments due under the lease amendment | $ | $ 1.1 |