Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 05, 2020 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Entity Registrant Name | TELA Bio, Inc. | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 11,407,625 | |
Entity Central Index Key | 0001561921 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 41,411 | $ 45,302 |
Short-term investments | 5,289 | 9,285 |
Accounts receivable, net | 2,047 | 2,836 |
Inventory | 4,803 | 4,603 |
Prepaid expenses and other assets | 1,763 | 2,308 |
Total current assets | 55,313 | 64,334 |
Property and equipment, net | 693 | 677 |
Intangible assets, net | 2,835 | 2,911 |
Total assets | 58,841 | 67,922 |
Current liabilities: | ||
Accounts payable | 1,389 | 3,171 |
Accrued expenses | 2,834 | 3,533 |
Other current liabilities | 9 | 9 |
Total current liabilities | 4,232 | 6,713 |
Long‑term debt with related party | 30,381 | 30,243 |
Other long‑term liabilities | 1 | 4 |
Total liabilities | 34,614 | 36,960 |
Stockholders’ equity: | ||
Preferred stock; $0.001 par value: 10,000,000 shares authorized; no shares issued and outstanding | ||
Common stock; $0.001 par value: 200,000,000 shares authorized; 11,407,998 and 11,406,976 shares issued and 11,407,600 and 11,406,221 shares outstanding at March 31, 2020 and December 31, 2019, respectively | 11 | 11 |
Additional paid-in capital | 199,287 | 198,829 |
Accumulated other comprehensive income (loss) | 8 | (19) |
Accumulated deficit | (175,079) | (167,859) |
Total stockholders’ equity | 24,227 | 30,962 |
Total liabilities and stockholders’ equity | $ 58,841 | $ 67,922 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Consolidated Balance Sheets | ||
Preferred stock, Par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, Par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 11,407,998 | 11,406,976 |
Common stock, shares outstanding (in shares) | 11,407,600 | 11,406,221 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Consolidated Statements of Operations and Comprehensive Loss | ||
Revenue | $ 3,726 | $ 3,306 |
Cost of revenue (excluding amortization of intangible assets) | 1,450 | 1,432 |
Amortization of intangible assets | 76 | 76 |
Gross profit | 2,200 | 1,798 |
Operating expenses: | ||
Sales and marketing | 5,269 | 3,995 |
General and administrative | 2,518 | 1,324 |
Research and development | 912 | 1,659 |
Total operating expenses | 8,699 | 6,978 |
Loss from operations | (6,499) | (5,180) |
Other (expense) income: | ||
Interest expense | (879) | (912) |
Change in fair value of preferred stock warrant liability | 36 | |
Other income | 158 | 90 |
Total other (expense) income | (721) | (786) |
Net loss | (7,220) | (5,966) |
Accretion of redeemable convertible preferred stock to redemption value | (2,025) | |
Net loss attributable to common stockholders | $ (7,220) | $ (7,991) |
Net loss per common share, basic and diluted | $ (0.63) | $ (27) |
Weighted average common shares outstanding, basic and diluted | 11,406,783 | 295,992 |
Comprehensive loss: | ||
Net loss | $ (7,220) | $ (5,966) |
Foreign currency translation adjustment | 27 | (4) |
Comprehensive loss | $ (7,193) | $ (5,970) |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Series A Redeemable convertible preferred stockPreferred Stock [Member] | Series B Redeemable convertible preferred stockPreferred Stock [Member] | Common stock | Additional paid-in capital | Accumulated other comprehensive loss | Accumulated deficit | Total |
Balance at Beginning of period at Dec. 31, 2018 | $ 33,112 | $ 91,038 | |||||
Balance at Beginning of period (in shares) at Dec. 31, 2018 | 22,501,174 | 63,032,500 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Sale of Series B redeemable convertible preferred stock, net of stock issue costs of $19 | 431,034 | ||||||
Sale of Series B redeemable convertible preferred stock, net of stock issue costs of $19 | $ 481 | ||||||
Accretion of redeemable convertible preferred stock to redemption value | $ 444 | 1,581 | |||||
Balance at Ending period at Mar. 31, 2019 | $ 33,556 | $ 93,100 | |||||
Balance at Ending period (in shares) at Mar. 31, 2019 | 22,501,174 | 63,463,534 | |||||
Balance at Beginning of period at Dec. 31, 2018 | $ (137,860) | $ (137,860) | |||||
Balance at Beginning of period (in shares) at Dec. 31, 2018 | 295,717 | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Vesting of common stock previously subject to repurchase (in shares) | 130 | ||||||
Exercise of stock options (in shares) | 398 | ||||||
Exercise of stock options | $ 3 | 3 | |||||
Foreign currency translation adjustment | $ (4) | (4) | |||||
Stock-based compensation expense | 60 | 60 | |||||
Accretion of redeemable convertible preferred stock to redemption value | (63) | (1,962) | (2,025) | ||||
Net loss | (5,966) | (5,966) | |||||
Balance at Ending period at Mar. 31, 2019 | (4) | (145,788) | (145,792) | ||||
Balance at Ending period (in shares) at Mar. 31, 2019 | 296,245 | ||||||
Balance at Beginning of period at Dec. 31, 2019 | $ 11 | 198,829 | (19) | (167,859) | 30,962 | ||
Balance at Beginning of period (in shares) at Dec. 31, 2019 | 11,406,221 | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Vesting of common stock previously subject to repurchase (in shares) | 90 | ||||||
Vesting of common stock previously subject to repurchase | 1 | $ 1 | |||||
Exercise of stock options (in shares) | 1,289 | 1,289 | |||||
Exercise of stock options | 8 | $ 8 | |||||
Foreign currency translation adjustment | 27 | 27 | |||||
Stock-based compensation expense | 449 | 449 | |||||
Net loss | (7,220) | (7,220) | |||||
Balance at Ending period at Mar. 31, 2020 | $ 11 | $ 199,287 | $ 8 | $ (175,079) | $ 24,227 | ||
Balance at Ending period (in shares) at Mar. 31, 2020 | 11,407,600 |
Consolidated Statements of Re_2
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Series B Redeemable convertible preferred stock | |
Stock issue costs | $ 19 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (7,220) | $ (5,966) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 56 | 70 |
Noncash interest expense | 134 | 119 |
Amortization of intangible assets | 76 | 76 |
Inventory excess and obsolescence charge | 405 | 739 |
Change in fair value of warrants | (36) | |
Stock‑based compensation expense | 449 | 60 |
Change in operating assets and liabilities: | ||
Accounts receivable | 781 | (579) |
Inventory | (617) | (802) |
Prepaid expenses and other assets | 544 | 41 |
Accounts payable | (1,261) | (945) |
Accrued expenses and other liabilities | (692) | (554) |
Foreign currency remeasurement loss | 38 | |
Net cash used in operating activities | (7,307) | (7,777) |
Cash flows from investing activities: | ||
Proceeds from the sale and maturity of short-term investments | 4,000 | |
Payment for intangible asset | (500) | |
Purchase of property and equipment | (68) | (48) |
Net cash provided by (used in) investing activities | 3,932 | (548) |
Cash flows from financing activities: | ||
Payment of initial public offering costs | (522) | |
Proceeds from issuance of Series B redeemable convertible preferred stock, net of offering costs | 481 | |
Proceeds from exercise of stock options | 8 | 3 |
Net cash (used in) provided by financing activities | (514) | 484 |
Effect of exchange rate on cash | (2) | (5) |
Net decrease in cash and cash equivalents | (3,891) | (7,846) |
Cash and cash equivalents, beginning of period | 45,302 | 17,278 |
Cash and cash equivalents, end of period | 41,411 | 9,432 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | 745 | 793 |
Supplemental disclosures of noncash investing and financing activities: | ||
Accretion of redeemable convertible preferred stock | 2,025 | |
Intangible assets in accrued expenses and other liabilities | $ 2,000 | |
Property and equipment purchases in accounts payable | 4 | |
Issuance of common stock for early exercised stock options | $ 1 |
Background
Background | 3 Months Ended |
Mar. 31, 2020 | |
Background | |
Background | (1) Background TELA Bio, Inc. (the “Company”) was incorporated in the state of Delaware on April 17, 2012 and wholly owns TELA Bio Limited, a company incorporated in the United Kingdom. The Company is focused on the commercialization and sale of OviTex Reinforced Tissue Matrix, which utilizes surgical reconstruction medical device technology licensed from a strategic partner and on the research and development of additional medical devices with this strategic partner and on other internally developed technologies. In April 2019, the Company received 510(k) clearance from the U.S. Food and Drug Administration (“FDA”) for OviTex PRS Reinforced Tissue Matrix (“OviTex PRS”), which addresses unmet needs in plastic and reconstructive surgery. The Company’s principal corporate office and research facility is located in Malvern, Pennsylvania. |
Risks and Liquidity
Risks and Liquidity | 3 Months Ended |
Mar. 31, 2020 | |
Risks and Liquidity | |
Risks and Liquidity | (2) Risks and Liquidity The Company’s operations to date have focused on commercializing products, developing and acquiring technology and assets, business planning, raising capital and organization and staffing. The Company has incurred recurring losses and negative cash flows from operations since inception and has an accumulated deficit of $175.1 million as of March 31, 2020. The Company anticipates incurring additional losses until such time, if ever, it can generate sufficient revenue from its products to cover its expenses and has limited resources available to fund current commercialization and research and development activities. In November 2019, the Company closed its IPO in which the Company issued and sold 4,398,700 shares of its common stock at a public offering price of $13.00 per share, including 398,700 shares of the Company’s common stock sold pursuant to the underwriters’ option to purchase additional shares. The Company received net proceeds of $50.6 million after deducting underwriting discounts, commissions and other offering expenses. The operations of the Company are subject to certain risks and uncertainties including, among others, uncertainty of product development, the impact of COVID-19, the ongoing economic uncertainty, technological uncertainty, commercial acceptance of any developed products, alternative competing technologies, dependence on collaborative partners, uncertainty regarding patents and proprietary rights, comprehensive government regulations, and dependence on key personnel. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | (3) Summary of Significant Accounting Policies The Company’s complete summary of significant accounting policies can be found in “Note 3, Summary of Significant Accounting Policies” in the December 31, 2019 consolidated financial statements included in the Company’s Annual Report. Any reference in these notes to applicable guidance is meant to refer to generally accepted accounting principles (“GAAP”) in the United States as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”). Interim Financial Statements The accompanying unaudited interim consolidated financial statements have been prepared from the books and records of the Company in accordance with GAAP for interim financial information and Rule 10‑01 of Regulation S‑X promulgated by the SEC, which permits reduced disclosures for interim periods. All adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the accompanying consolidated balance sheets and statements of operations and comprehensive loss, redeemable convertible preferred stock and stockholders’ equity (deficit) and cash flows have been made. Although these interim consolidated financial statements do not include all of the information and footnotes required for complete annual consolidated financial statements, management believes the disclosures are adequate to make the information presented not misleading. Unaudited interim results of operations and cash flows are not necessarily indicative of the results that may be expected for the full year. Unaudited interim consolidated financial statements and footnotes should be read in conjunction with the December 31, 2019 consolidated financial statements and footnotes included in the Annual Report. Use of Estimates The preparation of consolidated 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 contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The most significant judgments are employed in estimates used to determine the fair value of stock‑based awards issued and recoverability of the carrying value of the Company’s inventory. As future events and their effects cannot be determined with precision, actual results may differ significantly from these estimates. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including revenue, expenses, manufacturing, research and development costs and employee-related compensation, will depend on future developments that are highly uncertain, including new information that may emerge concerning COVID-19 and the actions taken to contain or treat COVID-19, as well as the economic impact on local, regional, national and international customers and markets. Management has made estimates of the impact of COVID-19 within the Company’s consolidated financial statements and there may be changes to those estimates in future periods. Actual results may differ from these estimates. Short-Term Investments Short-term investments consist of investments in corporate debt securities with a maturity of greater than three months when acquired. The Company classifies these investments as available-for-sale securities. These investments are reported at fair value with the related unrealized gains and losses included in accumulated other comprehensive income (loss), a component of stockholders’ equity. Short-term investments consisted of the following (in thousands): Estimated Amortization/ Unrealized Fair Cost Accretion Gains/(Losses) Value March 31, 2020: Corporate debt securities $ 5,285 $ 4 $ — $ 5,289 December 31, 2019: Corporate debt securities $ 9,284 $ 5 $ (4) $ 9,285 Revenue Recognition Under ASC Topic 606, Revenue from Contracts with Customers , an entity recognizes revenue when its customer obtains control of the promised good, in an amount that reflects the consideration that the entity expects to be entitled in exchange for those goods. The Company performs the following five steps to recognize revenue under ASC Topic 606: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only recognizes revenue when it is probable that it will collect the consideration to which it is entitled in exchange for the goods or services that will be transferred to the customer. A significant portion of the Company’s revenue is generated from product shipped to a customer or from consigned inventory maintained at hospitals. Revenue from the sale of consigned products is recognized when control is transferred to the customer, which occurs at the time the product is used in a surgical procedure. For product that is not held on consignment, the Company recognizes revenue when control transfers to the customer which occurs at the time the product is shipped or delivered. For all of the Company’s contracts, the only identified performance obligation is providing the product to the customer. Payment terms with customers do not exceed one year and, therefore, the Company does not account for a financing component in its arrangements. There are no incremental costs of obtaining a contract that would rise to or enhance an asset other than product costs, which are a component of inventory. The Company expenses incremental costs of obtaining a contract with a customer (e.g., sales commissions) when incurred as the period of benefit is less than one year. Fees charged to customers for shipping are recognized as revenue. The following table presents revenue disaggregated for the three months ended March 31, 2020 (in thousands): OviTex $ 3,239 OviTex PRS 487 Total revenue $ 3,726 Sales of OviTex accounted for all of the Company’s revenue for the three months ended March 31, 2019. Sales outside of the U.S. are immaterial for both the three months ended March 31, 2020 and 2019. Fair value of financial instruments Fair value is the price that could be received to sell an asset or paid to transfer a liability in an orderly transaction among market participants. Fair value determination in accordance with applicable accounting guidance requires that a number of significant judgments are made. Additionally, fair value is used on a nonrecurring basis to evaluate assets for impairment or as required for disclosure purposes by applicable accounting guidance on disclosures about fair value of financial instruments. Depending on the nature of the assets and liabilities, various valuation techniques and assumptions are used when estimating fair value. The carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable and other assets, and accounts payable are shown at cost, which approximates fair value due to the short‑term nature of these instruments. Due to the related‑party relationship of the credit facility (the “OrbiMed Credit Facility”) with OrbiMed Royalty Opportunities IP, LP (“OrbiMed”) (Note 5), it is impractical to determine the fair value of the debt. The Company follows the provisions of FASB ASC Topic 820, Fair Value Measurement , for financial assets and liabilities measured on a recurring basis. The guidance requires fair value measurements be classified and disclosed in one of the following three categories: · Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. · Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liabilities. · Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). The following fair value hierarchy table presents information about each major category of the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands): Fair value measurement at reporting date using Quoted prices in active markets Significant other Significant for identical observable unobservable assets inputs inputs (Level 1) (Level 2) (Level 3) March 31, 2020: Assets: Cash equivalents – money market fund $ 38,979 $ — $ — Short-term investments – corporate debt securities $ — $ 5,289 $ — December 31, 2019: Assets: Cash equivalents – money market fund $ 34,918 $ — $ — Cash equivalents – corporate debt securities $ — $ 8,850 $ — Cash equivalents – government agency securities $ — $ 1,000 $ — Short-term investments – corporate debt securities $ — $ 9,285 $ — At March 31, 2019, preferred stock warrants were outstanding and were a level 3 measurement. A rollforward of the warrant liability is as follows (in thousands): January 1, 2019 $ 1,640 Change in fair value of warrants (36) March 31, 2019 $ 1,604 Net loss per share Basic and diluted net loss per common share is determined by dividing net loss attributable to common stockholders by the weighted‑average shares of common stock outstanding during the reporting period. The Company’s outstanding redeemable convertible preferred stock contractually entitled the holders of such shares to participate in distributions but contractually did not require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders since dilutive shares are not assumed to have been issued if their effect is antidilutive. Therefore, the weighted‑average shares used to calculate both basic and diluted loss per share are the same. The following potentially dilutive securities have been excluded from the computation of diluted weighted‑average shares outstanding for the periods presented, as they would be antidilutive. Three months ended March 31, 2020 2019 Series A redeemable convertible preferred stock — 911,336 Series B redeemable convertible preferred stock — 2,570,376 Stock options (including shares subject to repurchase) 1,482,819 516,756 Series B redeemable convertible preferred stock warrants — 88,556 Common stock warrants 88,556 — Total 1,571,375 4,087,024 Amounts in the above table reflect the common stock equivalents of the noted instrument. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases , which requires a lessee to record a right-of-use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the consolidated financial statements as its date of initial application. If an entity chooses the second option, the transition requirements for existing leases also apply to leases entered into between the date of initial application and the effective date. The standard is effective for the Company beginning January 1, 2021, with early adoption permitted. The Company plans to adopt this standard on January 1, 2021 and is currently evaluating the expected impact that the standard could have on its consolidated financial statements and related disclosures. In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718) Improvements to Nonemployee Share-Based Payment Accounting . The amendments in this update expand the scope of Topic 718 to include stock-based payment transactions for acquiring goods and services from nonemployees. Under this ASU, an entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of costs (i.e., the period of time over which stock-based payment awards vest and the pattern of cost recognition over that period). The guidance is effective for the Company beginning January 1, 2020, with early adoption permitted. The adoption of this guidance did not have any impact on the consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU No. 2018-13, Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurements, which changes the fair value measurement disclosure requirements of ASC Topic 820. The goal of the ASU is to improve the effectiveness of ASC Topic 820's disclosure requirements. The standard is effective for the Company beginning January 1, 2020. The adoption of this guidance did not have any impact on the consolidated financial statements and related disclosures. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2020 | |
Accrued Expenses | |
Accrued Expenses | (4) Accrued Expenses Accrued expenses consisted of the following (in thousands): March 31, December 31, 2020 2019 Compensation and related benefits $ 1,051 $ 2,310 Interest 43 41 Third-party and professional fees 1,371 641 Research and development expenses 15 35 Other 354 506 $ 2,834 $ 3,533 |
Long term Debt
Long term Debt | 3 Months Ended |
Mar. 31, 2020 | |
Long term Debt | |
Long term Debt | (5) Long‑term Debt Long‑term debt consisted of the following (in thousands): March 31, December 31, 2020 2019 OrbiMed Term Loan (related party) $ 30,000 $ 30,000 End of term charge 3,000 3,000 Unamortized end of term charge and issuance costs (2,619) (2,757) Long-term debt with related party $ 30,381 $ 30,243 OrbiMed Term Loan (Related Party) Pursuant to the OrbiMed Credit Facility, which consists of up to $35.0 million in term loans (the “OrbiMed Term Loans”), the Company provided a first priority security interest in all existing and future acquired assets, excluding intellectual property and certain other assets, owned by the Company. The OrbiMed Term Loans consist of two tranches, a $30.0 million Tranche 1 (“Tranche 1”) and a $5.0 million Tranche 2 (“Tranche 2”). In November 2018, the Company borrowed $30.0 million of Tranche 1 and used a portion of the proceeds to repay the MidCap Credit Facility and will use the remaining proceeds to fund operations and capital expenditures. The Company elected not to borrow Tranche 2 prior to its expiration on December 31, 2019. The OrbiMed Credit Facility contains a negative pledge on intellectual property owned by the Company. The OrbiMed Credit Facility also contains customary indemnification obligations and customary events of default, including, among other things, (i) nonpayment, (ii) breach of warranty, (iii) nonperformance of covenants and obligations, (iv) default on other indebtedness, (v) judgments, (iv) change of control, (vii) bankruptcy and insolvency, (viii) impairment of security, (ix) key permit events, (x) key person event, (xi) regulatory matters, (xii) and key contracts. In addition, the Company must maintain a minimum cash balance of $2.0 million. In the event of default under the OrbiMed Credit Facility, the Company would be required to pay interest on principal and all other due and unpaid obligations at the current rate in effect plus 3%. The OrbiMed Term Loan matures on November 16, 2023 and bears interest at a rate equal to 7.75% plus the greater of one‑month LIBOR or 2.0%. At March 31, 2020, the interest rate was 9.75%. The Company is required to make 60 monthly interest payments beginning on November 30, 2018, with the entire principal payment due at maturity. The OrbiMed Term Loans have a prepayment penalty equal to 10.0% of the prepaid principal amount prior to the second anniversary of the Term Loans, 5.0% of the prepaid principal amount after the second anniversary but prior to the third anniversary and 2.5% of the prepaid principal amount after the third anniversary. The Company is also required to pay an exit fee at the time of maturity or prepayment event equal to 10.0% of all principal borrowings (the “End of Term Charge”) and an administration fee equal to $10,000 on the last day of each quarter until all obligations have been paid in full. In conjunction with the closing of the OrbiMed Term Loans, the Company incurred $0.3 million of third‑party and lender fees, which along with the End of Term charge of $3.0 million were recorded as debt issuance costs, and are being recognized as interest expense over the term of the loan using the effective‑interest method. Interest expense associated with the OrbiMed Credit Facility recorded for both the three months ended March 31, 2020 and 2019 was $0.9 million, $0.1 million was related to the amortization of debt issuance costs. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 3 Months Ended |
Mar. 31, 2020 | |
Stockholders’ Equity (Deficit) | |
Stockholders’ Equity (Deficit) | (6) Stockholders’ Equity (Deficit) Initial Public Offering In November 2019, the Company closed its IPO in which the Company issued and sold 4,398,700 shares of its common stock at a public offering price of $13.00 per share, including 398,700 shares of the Company’s common stock sold pursuant to the underwriters’ option to purchase additional shares. The Company received net proceeds of $50.6 million after deducting underwriting discounts, commissions and other offering expenses. In addition, immediately prior to the closing of the IPO, all of the Company’s outstanding shares of redeemable convertible preferred stock, including accrued dividends payable converted into an aggregate of 6,708,649 shares of common stock and the Company’s outstanding warrants to purchase shares of preferred stock were automatically converted into warrants to purchase an aggregate of 88,556 shares of common stock. Warrants The Company had the following warrants outstanding to purchase common stock at March 31, 2020: Exercise Expiration Outstanding price dates Common stock warrants issued to MidCap 8,379 $ 28.65 Common stock warrants issued to note payable holders 15,712 28.65 Common stock warrants issued to convertible promissory note holders 64,465 $ 28.65 88,556 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Stock-Based Compensation | |
Stock-Based Compensation | (7) Stock‑Based Compensation The Company has two equity incentive plans: the 2012 Stock Incentive Plan and the 2019 Equity Incentive Plan. New awards can only be granted under the 2019 Equity Incentive Plan (the “Plan”). At March 31, 2020, 259,065 shares were available for future issuances. The Plan provides for the grant of incentive stock options, nonqualified stock options, restricted stock awards, restricted stock units and/or stock appreciation rights to employees, directors, and other persons, as determined by the Company’s board of directors. The Company’s stock options vest based on the terms in each award agreement and generally vest over four years and have a term of 10 years. The Company estimates forfeitures that it expects will occur and adjusts expense for actual forfeitures in the periods they occur. The Company measures employee and nonemployee stock‑based awards at grant‑date fair value and records compensation expense on a straight‑line basis over the vesting period of the award. The Company recorded stock‑based compensation expense in the following expense categories of its accompanying consolidated statements of operations and comprehensive loss (in thousands): Three months ended March 31, 2020 2019 Sales and marketing $ 161 $ 15 General and administrative 209 34 Research and development 79 11 Total stock‑based compensation $ 449 $ 60 The following table summarizes stock option activity for the Plan: Weighted average Weighted remaining Number of average exercise contractual term shares price per share (years) Outstanding at January 1, 2020 1,420,942 $ 10.35 Granted 71,940 15.87 Exercised (1,289) 5.93 Canceled/forfeited (9,172) 11.55 Outstanding at March 31, 2020 1,482,421 10.61 8.57 Vested and expected to vest at March 31, 2020 1,385,789 $ 10.50 8.51 Exercisable at March 31, 2020 400,170 $ 5.94 6.13 The 2012 Stock Incentive Plan and the 2019 Equity Incentive Plan provide the holders of stock options an election to early exercise prior to vesting. The Company has the right, but not the obligation, to repurchase early exercised options without transferring any appreciation to the employee if the employee terminates employment before the end of the original vesting period. The repurchase price is the lesser of the original exercise price or the then fair value of the common stock. At March 31, 2020, $2,000 of proceeds from early exercised options are recognized as a current liability in other current liabilities in the accompanying consolidated balance sheet. The following table summarizes activity relating to early exercise of stock options: Number of shares Unvested balance at January 1, 2020 755 Vested (90) Forfeited (267) Unvested balance at March 31, 2020 398 The weighted average grant‑date fair value per share of options granted was $8.48 during the three months ended March 31, 2020. The aggregate intrinsic value of options exercised was $12,000 for the three months ended March 31, 2020. At March 31, 2020, the total unrecognized compensation expense related to unvested employee and nonemployee stock option awards was $5.8 million, which is expected to be recognized in expense over a weighted‑average period of approximately 3.25 years. Estimating Fair Value of Stock Options The fair value of each grant of stock options was determined by the Company using the methods and assumptions discussed below. Certain of these inputs are subjective and generally requires judgment to determine. Expected term – The expected term of stock options represents the weighted average period the stock options are expected to be outstanding. The Company uses the simplified method for estimating the expected term as provided by the Securities and Exchange Commission. The simplified method calculates the expected term as the average time to vesting and the contractual life of the options. Expected volatility – Due to the Company’s limited operating history and lack of company‑specific historical or implied volatility, the expected volatility assumption was determined by examining the historical volatilities of a group of industry peers whose share prices are publicly available. Risk‑free interest rate – The risk‑free rate assumption is based on the U.S. Treasury instruments, the terms of which were consistent with the expected term of the Company’s stock options. Expected dividend – The Company has not paid and does not intend to pay dividends. The fair value of each option was estimated on the date of grant using the weighted average assumptions in the table below: Three months ended March 31, 2020 Expected dividend yield — Expected volatility 55.5 % Risk‑free interest rate 1.44 % Expected term 6.25 Years |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related-Party Transactions | |
Related-Party Transactions | (8) Related‑Party Transactions On November 16, 2018, the Company entered into a senior secured term loan facility with OrbiMed, an entity affiliated with an owner of a material amount of the Company’s outstanding voting securities. The terms of the debt and related components are further described in more detail in Note 5. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events | |
Subsequent Events | (9) Subsequent Event In light of the impacts of the COVID-19 pandemic on the Company’s business, on April 28, 2020, the Board of Directors of the Company, at the request of management of the Company, approved a temporary reduction of the base salaries for all employees, including its senior executive officers and vice presidents (the “Salary Reduction”). The base salaries of each of the Company’s senior executives have been reduced by 30% and the base salaries of each of the Company’s vice presidents have been reduced by 25%. In addition, certain senior executives volunteered to reduce their salaries by an additional 5%, for a total reduction of 35% for those individuals. Reductions for other employees varied from 5% to 20%. The Salary Reduction commenced on April 30, 2020 and will continue through July 15, 2020. In addition, the Company has suspended its matching contributions to all participants under the Company’s 401(k) Retirement Plan. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Summary of Significant Accounting Policies | |
Interim Financial Statements | Interim Financial Statements The accompanying unaudited interim consolidated financial statements have been prepared from the books and records of the Company in accordance with GAAP for interim financial information and Rule 10‑01 of Regulation S‑X promulgated by the SEC, which permits reduced disclosures for interim periods. All adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the accompanying consolidated balance sheets and statements of operations and comprehensive loss, redeemable convertible preferred stock and stockholders’ equity (deficit) and cash flows have been made. Although these interim consolidated financial statements do not include all of the information and footnotes required for complete annual consolidated financial statements, management believes the disclosures are adequate to make the information presented not misleading. Unaudited interim results of operations and cash flows are not necessarily indicative of the results that may be expected for the full year. Unaudited interim consolidated financial statements and footnotes should be read in conjunction with the December 31, 2019 consolidated financial statements and footnotes included in the Annual Report. |
Use of Estimates | Use of Estimates The preparation of consolidated 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 contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The most significant judgments are employed in estimates used to determine the fair value of stock‑based awards issued and recoverability of the carrying value of the Company’s inventory. As future events and their effects cannot be determined with precision, actual results may differ significantly from these estimates. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including revenue, expenses, manufacturing, research and development costs and employee-related compensation, will depend on future developments that are highly uncertain, including new information that may emerge concerning COVID-19 and the actions taken to contain or treat COVID-19, as well as the economic impact on local, regional, national and international customers and markets. Management has made estimates of the impact of COVID-19 within the Company’s consolidated financial statements and there may be changes to those estimates in future periods. Actual results may differ from these estimates. |
Short-Term Investments | Short-Term Investments Short-term investments consist of investments in corporate debt securities with a maturity of greater than three months when acquired. The Company classifies these investments as available-for-sale securities. These investments are reported at fair value with the related unrealized gains and losses included in accumulated other comprehensive income (loss), a component of stockholders’ equity. Short-term investments consisted of the following (in thousands): Estimated Amortization/ Unrealized Fair Cost Accretion Gains/(Losses) Value March 31, 2020: Corporate debt securities $ 5,285 $ 4 $ — $ 5,289 December 31, 2019: Corporate debt securities $ 9,284 $ 5 $ (4) $ 9,285 |
Revenue Recognition | Revenue Recognition Under ASC Topic 606, Revenue from Contracts with Customers , an entity recognizes revenue when its customer obtains control of the promised good, in an amount that reflects the consideration that the entity expects to be entitled in exchange for those goods. The Company performs the following five steps to recognize revenue under ASC Topic 606: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only recognizes revenue when it is probable that it will collect the consideration to which it is entitled in exchange for the goods or services that will be transferred to the customer. A significant portion of the Company’s revenue is generated from product shipped to a customer or from consigned inventory maintained at hospitals. Revenue from the sale of consigned products is recognized when control is transferred to the customer, which occurs at the time the product is used in a surgical procedure. For product that is not held on consignment, the Company recognizes revenue when control transfers to the customer which occurs at the time the product is shipped or delivered. For all of the Company’s contracts, the only identified performance obligation is providing the product to the customer. Payment terms with customers do not exceed one year and, therefore, the Company does not account for a financing component in its arrangements. There are no incremental costs of obtaining a contract that would rise to or enhance an asset other than product costs, which are a component of inventory. The Company expenses incremental costs of obtaining a contract with a customer (e.g., sales commissions) when incurred as the period of benefit is less than one year. Fees charged to customers for shipping are recognized as revenue. The following table presents revenue disaggregated for the three months ended March 31, 2020 (in thousands): OviTex $ 3,239 OviTex PRS 487 Total revenue $ 3,726 Sales of OviTex accounted for all of the Company’s revenue for the three months ended March 31, 2019. Sales outside of the U.S. are immaterial for both the three months ended March 31, 2020 and 2019. |
Fair value of financial instruments | Fair value of financial instruments Fair value is the price that could be received to sell an asset or paid to transfer a liability in an orderly transaction among market participants. Fair value determination in accordance with applicable accounting guidance requires that a number of significant judgments are made. Additionally, fair value is used on a nonrecurring basis to evaluate assets for impairment or as required for disclosure purposes by applicable accounting guidance on disclosures about fair value of financial instruments. Depending on the nature of the assets and liabilities, various valuation techniques and assumptions are used when estimating fair value. The carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable and other assets, and accounts payable are shown at cost, which approximates fair value due to the short‑term nature of these instruments. Due to the related‑party relationship of the credit facility (the “OrbiMed Credit Facility”) with OrbiMed Royalty Opportunities IP, LP (“OrbiMed”) (Note 5), it is impractical to determine the fair value of the debt. The Company follows the provisions of FASB ASC Topic 820, Fair Value Measurement , for financial assets and liabilities measured on a recurring basis. The guidance requires fair value measurements be classified and disclosed in one of the following three categories: · Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. · Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liabilities. · Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). The following fair value hierarchy table presents information about each major category of the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands): Fair value measurement at reporting date using Quoted prices in active markets Significant other Significant for identical observable unobservable assets inputs inputs (Level 1) (Level 2) (Level 3) March 31, 2020: Assets: Cash equivalents – money market fund $ 38,979 $ — $ — Short-term investments – corporate debt securities $ — $ 5,289 $ — December 31, 2019: Assets: Cash equivalents – money market fund $ 34,918 $ — $ — Cash equivalents – corporate debt securities $ — $ 8,850 $ — Cash equivalents – government agency securities $ — $ 1,000 $ — Short-term investments – corporate debt securities $ — $ 9,285 $ — At March 31, 2019, preferred stock warrants were outstanding and were a level 3 measurement. A rollforward of the warrant liability is as follows (in thousands): January 1, 2019 $ 1,640 Change in fair value of warrants (36) March 31, 2019 $ 1,604 |
Net loss per share | Net loss per share Basic and diluted net loss per common share is determined by dividing net loss attributable to common stockholders by the weighted‑average shares of common stock outstanding during the reporting period. The Company’s outstanding redeemable convertible preferred stock contractually entitled the holders of such shares to participate in distributions but contractually did not require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders since dilutive shares are not assumed to have been issued if their effect is antidilutive. Therefore, the weighted‑average shares used to calculate both basic and diluted loss per share are the same. The following potentially dilutive securities have been excluded from the computation of diluted weighted‑average shares outstanding for the periods presented, as they would be antidilutive. Three months ended March 31, 2020 2019 Series A redeemable convertible preferred stock — 911,336 Series B redeemable convertible preferred stock — 2,570,376 Stock options (including shares subject to repurchase) 1,482,819 516,756 Series B redeemable convertible preferred stock warrants — 88,556 Common stock warrants 88,556 — Total 1,571,375 4,087,024 Amounts in the above table reflect the common stock equivalents of the noted instrument. |
Recently Issued Accounting Pronouncement | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases , which requires a lessee to record a right-of-use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the consolidated financial statements as its date of initial application. If an entity chooses the second option, the transition requirements for existing leases also apply to leases entered into between the date of initial application and the effective date. The standard is effective for the Company beginning January 1, 2021, with early adoption permitted. The Company plans to adopt this standard on January 1, 2021 and is currently evaluating the expected impact that the standard could have on its consolidated financial statements and related disclosures. In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718) Improvements to Nonemployee Share-Based Payment Accounting . The amendments in this update expand the scope of Topic 718 to include stock-based payment transactions for acquiring goods and services from nonemployees. Under this ASU, an entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of costs (i.e., the period of time over which stock-based payment awards vest and the pattern of cost recognition over that period). The guidance is effective for the Company beginning January 1, 2020, with early adoption permitted. The adoption of this guidance did not have any impact on the consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU No. 2018-13, Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurements, which changes the fair value measurement disclosure requirements of ASC Topic 820. The goal of the ASU is to improve the effectiveness of ASC Topic 820's disclosure requirements. The standard is effective for the Company beginning January 1, 2020. The adoption of this guidance did not have any impact on the consolidated financial statements and related disclosures |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Summary of Significant Accounting Policies | |
Schedule Of Cash And Cash Equivalents And Short Term Investments | Short-term investments consisted of the following (in thousands): Estimated Amortization/ Unrealized Fair Cost Accretion Gains/(Losses) Value March 31, 2020: Corporate debt securities $ 5,285 $ 4 $ — $ 5,289 December 31, 2019: Corporate debt securities $ 9,284 $ 5 $ (4) $ 9,285 |
Disaggregation of Revenue | OviTex $ 3,239 OviTex PRS 487 Total revenue $ 3,726 |
Schedule of fair value of assets and liabilities measured on recurring basis | The following fair value hierarchy table presents information about each major category of the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands): Fair value measurement at reporting date using Quoted prices in active markets Significant other Significant for identical observable unobservable assets inputs inputs (Level 1) (Level 2) (Level 3) March 31, 2020: Assets: Cash equivalents – money market fund $ 38,979 $ — $ — Short-term investments – corporate debt securities $ — $ 5,289 $ — December 31, 2019: Assets: Cash equivalents – money market fund $ 34,918 $ — $ — Cash equivalents – corporate debt securities $ — $ 8,850 $ — Cash equivalents – government agency securities $ — $ 1,000 $ — Short-term investments – corporate debt securities $ — $ 9,285 $ — |
Schedule of warrant liability | January 1, 2019 $ 1,640 Change in fair value of warrants (36) March 31, 2019 $ 1,604 |
Schedule of dilutive securities excluded | Three months ended March 31, 2020 2019 Series A redeemable convertible preferred stock — 911,336 Series B redeemable convertible preferred stock — 2,570,376 Stock options (including shares subject to repurchase) 1,482,819 516,756 Series B redeemable convertible preferred stock warrants — 88,556 Common stock warrants 88,556 — Total 1,571,375 4,087,024 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accrued Expenses | |
Accrued Expenses | Accrued expenses consisted of the following (in thousands): March 31, December 31, 2020 2019 Compensation and related benefits $ 1,051 $ 2,310 Interest 43 41 Third-party and professional fees 1,371 641 Research and development expenses 15 35 Other 354 506 $ 2,834 $ 3,533 |
Long term Debt (Tables)
Long term Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Long term Debt | |
Schedule of long term debt | Long‑term debt consisted of the following (in thousands): March 31, December 31, 2020 2019 OrbiMed Term Loan (related party) $ 30,000 $ 30,000 End of term charge 3,000 3,000 Unamortized end of term charge and issuance costs (2,619) (2,757) Long-term debt with related party $ 30,381 $ 30,243 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Stockholders’ Equity (Deficit) | |
Schedule of warrants outstanding to purchase common stock | Exercise Expiration Outstanding price dates Common stock warrants issued to MidCap 8,379 $ 28.65 Common stock warrants issued to note payable holders 15,712 28.65 Common stock warrants issued to convertible promissory note holders 64,465 $ 28.65 88,556 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Stock-Based Compensation | |
Schedule of stock based compensation expense categories in statement of operations | The Company recorded stock‑based compensation expense in the following expense categories of its accompanying consolidated statements of operations and comprehensive loss (in thousands): Three months ended March 31, 2020 2019 Sales and marketing $ 161 $ 15 General and administrative 209 34 Research and development 79 11 Total stock‑based compensation $ 449 $ 60 |
Schedule of stock option activity | Weighted average Weighted remaining Number of average exercise contractual term shares price per share (years) Outstanding at January 1, 2020 1,420,942 $ 10.35 Granted 71,940 15.87 Exercised (1,289) 5.93 Canceled/forfeited (9,172) 11.55 Outstanding at March 31, 2020 1,482,421 10.61 8.57 Vested and expected to vest at March 31, 2020 1,385,789 $ 10.50 8.51 Exercisable at March 31, 2020 400,170 $ 5.94 6.13 |
Schedule of activity relating to early exercise of stock options | Number of shares Unvested balance at January 1, 2020 755 Vested (90) Forfeited (267) Unvested balance at March 31, 2020 398 |
Schedule of weighted average assumptions | Three months ended March 31, 2020 Expected dividend yield — Expected volatility 55.5 % Risk‑free interest rate 1.44 % Expected term 6.25 Years |
Risks and Liquidity (Details)
Risks and Liquidity (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | ||
Nov. 30, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | |
Unusual Risk or Uncertainty [Line Items] | |||
Accumulated deficit | $ (175,079) | $ (167,859) | |
Received net proceeds of after deducting underwriting discounts, commissions and other offering expenses | $ 50,600 | ||
IPO | |||
Unusual Risk or Uncertainty [Line Items] | |||
Number of shares issued and sold | 4,398,700 | ||
Public offering price per share | $ 13 | ||
Over-Allotment Option | |||
Unusual Risk or Uncertainty [Line Items] | |||
Number of shares issued and sold | 398,700 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Short-Term Investments (Details) - Corporate debt securities - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Cash and Cash Equivalents [Line Items] | ||
Cost | $ 5,285 | $ 9,284 |
Amortization/ Accretion | 4 | 5 |
Unrealized Gains/(Losses) | (4) | |
Estimated Fair Value | $ 5,289 | $ 9,285 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Revenue Recognition (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Summary of Significant Accounting Policies | |
Incremental costs of obtaining a contract | $ 0 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Revenue Disaggregated (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 3,726 | $ 3,306 |
OviTex [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 3,239 | |
OviTex PRS [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 487 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Fair value of financial instruments (Details) - Recurring - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Level 1 | Money market funds | ||
Fair value of financial instruments | ||
Cash equivalents | $ 38,979 | $ 34,918 |
Level 2 | Corporate debt securities | ||
Fair value of financial instruments | ||
Cash equivalents | 8,850 | |
Short-term investment – corporate debt securities | $ 5,289 | 9,285 |
Level 2 | Agency securities | ||
Fair value of financial instruments | ||
Cash equivalents | $ 1,000 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Warrant liability (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Summary of Significant Accounting Policies | |
Beginning balance | $ 1,640 |
Change in fair value of warrants | (36) |
Ending balance | $ 1,604 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Potentially dilutive securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Potentially dilutive securities | ||
Potentially dilutive securities excluded from computation of diluted weighted average shares | 1,571,375 | 4,087,024 |
Stock Options | ||
Potentially dilutive securities | ||
Potentially dilutive securities excluded from computation of diluted weighted average shares | 1,482,819 | 516,756 |
Series A | ||
Potentially dilutive securities | ||
Potentially dilutive securities excluded from computation of diluted weighted average shares | 911,336 | |
Series B | ||
Potentially dilutive securities | ||
Potentially dilutive securities excluded from computation of diluted weighted average shares | 2,570,376 | |
Series B Redeemable Convertible Preferred Stock Warrants | Warrants | ||
Potentially dilutive securities | ||
Potentially dilutive securities excluded from computation of diluted weighted average shares | 88,556 | |
Common Stock Warrants | ||
Potentially dilutive securities | ||
Potentially dilutive securities excluded from computation of diluted weighted average shares | 88,556 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Accrued Expenses | ||
Compensation and related benefits | $ 1,051 | $ 2,310 |
Interest | 43 | 41 |
Professional fees | 1,371 | 641 |
Research and development expenses | 15 | 35 |
Other | 354 | 506 |
Accrued Expenses, Total | $ 2,834 | $ 3,533 |
Long term Debt - Schedule of lo
Long term Debt - Schedule of long term debt (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Debt | ||
Long-term Debt | $ 30,381 | $ 30,243 |
OrbiMed Term Loans (related party) | ||
Debt | ||
Long Term Debt | 30,000 | 30,000 |
End of term charge | 3,000 | 3,000 |
Unamortized issuance costs | (2,619) | (2,757) |
Long-term Debt | $ 30,381 | $ 30,243 |
Long term Debt - OrbiMed Term L
Long term Debt - OrbiMed Term Loan (related party) (Details) | 3 Months Ended | ||
Mar. 31, 2020USD ($)tranche | Mar. 31, 2019USD ($) | Nov. 30, 2018USD ($) | |
OrbiMed Term Loans (related party) | |||
Debt | |||
Number of Tranches | tranche | 2 | ||
Minimum Cash Balance | $ 2,000,000 | ||
Interest due to unpaid obligation | 3.00% | ||
Interest Rate (as a percent) | 9.75% | 7.75% | |
Number of Installment | 60 months | ||
Exit fee (as a percent) | 10.00% | ||
Administration Fees | $ 10,000 | ||
Debt issuance costs | 300,000 | ||
Interest Expenses | 900,000 | $ 900,000 | |
End of term charge | 3,000,000 | ||
Amortization of debt issuance costs | $ 100,000 | $ 100,000 | |
OrbiMed Term Loans (related party) | Prior to second anniversary | |||
Debt | |||
Percentage of prepayment penalty on prepaid principal amount | 10.00% | ||
OrbiMed Term Loans (related party) | After second anniversary but prior to third anniversary | |||
Debt | |||
Percentage of prepayment penalty on prepaid principal amount | 5.00% | ||
OrbiMed Term Loans (related party) | After third anniversary | |||
Debt | |||
Percentage of prepayment penalty on prepaid principal amount | 2.50% | ||
OrbiMed Term Loans (related party) | LIBOR | |||
Debt | |||
Variable Interest Rate (as a percent) | 2.00% | ||
OrbiMed Term Loans (related party) | Maximum | |||
Debt | |||
Debt Amount | $ 35,000,000 | ||
Tranche One | |||
Debt | |||
Debt Amount | 30,000,000 | $ 30,000,000 | |
Tranche Two | |||
Debt | |||
Debt Amount | $ 5,000,000 |
Stockholders_ Equity (Deficit_2
Stockholders’ Equity (Deficit) - IPO (Details) $ / shares in Units, $ in Millions | 1 Months Ended |
Nov. 30, 2019USD ($)$ / sharesshares | |
Redeemable Convertible Preferred Stock and Stockholders’ Deficit | |
Received net proceeds of after deducting underwriting discounts, commissions and other offering expenses | $ | $ 50.6 |
IPO | |
Redeemable Convertible Preferred Stock and Stockholders’ Deficit | |
Number of shares issued and sold | 4,398,700 |
Public offering price per share | $ / shares | $ 13 |
Over-Allotment Option | |
Redeemable Convertible Preferred Stock and Stockholders’ Deficit | |
Number of shares issued and sold | 398,700 |
Convertible Preferred Stock | IPO | |
Redeemable Convertible Preferred Stock and Stockholders’ Deficit | |
Aggregate of common stock | 6,708,649 |
Warrants | IPO | |
Redeemable Convertible Preferred Stock and Stockholders’ Deficit | |
Aggregate of common stock | 88,556 |
Stockholders_ Equity (Deficit_3
Stockholders’ Equity (Deficit) - Warrants outstanding (Details) | Mar. 31, 2020$ / sharesshares |
Redeemable Convertible Preferred Stock and Stockholders’ Deficit | |
Warrants outstanding | 88,556 |
MidCap Credit Facility | Warrants | |
Redeemable Convertible Preferred Stock and Stockholders’ Deficit | |
Warrants outstanding | 8,379 |
warrants exercise price | $ / shares | $ 28.65 |
Notes payable | Warrants | |
Redeemable Convertible Preferred Stock and Stockholders’ Deficit | |
Warrants outstanding | 15,712 |
warrants exercise price | $ / shares | $ 28.65 |
Convertible promissory notes | Warrants | |
Redeemable Convertible Preferred Stock and Stockholders’ Deficit | |
Warrants outstanding | 64,465 |
warrants exercise price | $ / shares | $ 28.65 |
Stock-Based Compensation - Expe
Stock-Based Compensation - Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Stock-Based Compensation | ||
Total stock-based compensation | $ 449 | $ 60 |
Sales and marketing | ||
Stock-Based Compensation | ||
Total stock-based compensation | 161 | 15 |
General and administrative | ||
Stock-Based Compensation | ||
Total stock-based compensation | 209 | 34 |
Research and development | ||
Stock-Based Compensation | ||
Total stock-based compensation | $ 79 | $ 11 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Number of shares | |
Balance at beginning of period | shares | 1,420,942 |
Granted | shares | 71,940 |
Exercised | shares | (1,289) |
Canceled/forfeited | shares | (9,172) |
Balance at end of period | shares | 1,482,421 |
Vested and expected to vest at end of period | shares | 1,385,789 |
Exercisable at end of period | shares | 400,170 |
Weighted average exercise price per share | |
Balance at beginning of period (in dollars per share) | $ / shares | $ 10.35 |
Granted ( in dollars per share) | $ / shares | 15.87 |
Exercised (in dollars per share) | $ / shares | 5.93 |
Canceled/forfeited (in dollars per share) | $ / shares | 11.55 |
Balance at end of period (in dollars per share) | $ / shares | 10.61 |
Vested and expected to vest at end of period (in dollars per share) | $ / shares | 10.50 |
Exercisable at end of period (in dollars per share) | $ / shares | $ 5.94 |
Weighted average remaining contractual term | |
Weighted average remaining contractual term, outstanding | 8 years 6 months 26 days |
Weighted average remaining contractual term, Vested and expected to vest | 8 years 6 months 4 days |
Weighted average remaining contractual term, Exercisable | 6 years 1 month 17 days |
Stock-Based Compensation - Earl
Stock-Based Compensation - Early Exercise Of Stock Options (Details) | 3 Months Ended |
Mar. 31, 2020shares | |
Stock-Based Compensation | |
Unvested balance at beginning of period | 755 |
Vested | (90) |
Forteited | (267) |
Unvested balance at end of period | 398 |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted average assumptions (Details) | 3 Months Ended |
Mar. 31, 2020 | |
Stock-Based Compensation | |
Expected volatility | 55.50% |
Risk-free interest rate | 1.44% |
Expected term | 6 years 3 months |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narratives (Details) | 3 Months Ended |
Mar. 31, 2020USD ($)$ / sharesshares | |
Stock-Based Compensation | |
Weighted Average Grant Date Fair Value per share | $ / shares | $ 8.48 |
Aggregate intrinsic value | $ 12,000 |
2012 Stock Incentive Plan | |
Stock-Based Compensation | |
Shares available for future issuance | shares | 259,065 |
Vesting Period | 4 years |
Vesting Term | P10Y |
Unrecognized compensation expense | $ 5,800,000 |
Weighted Average period for recognition of unrecognized expenses | 3 years 3 months |
2012 Stock Incentive Plan | Current Liability | |
Stock-Based Compensation | |
Proceeds from early exercise of option | $ 2,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event | Apr. 28, 2020 |
Executive Officer [Member] | |
Subsequent Events | |
Salary Reduction | 30.00% |
Volunteered Reduction Of Salary | 5.00% |
Salary Reduction, Including Volunteered Reduction | 35.00% |
Vice President [Member] | |
Subsequent Events | |
Salary Reduction | 25.00% |
Maximum | Other Employees [Member] | |
Subsequent Events | |
Salary Reduction | 20.00% |
Minimum | Other Employees [Member] | |
Subsequent Events | |
Salary Reduction | 5.00% |