Cover page
Cover page - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 17, 2022 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-04321 | ||
Entity Registrant Name | PROCEPT BIOROBOTICS CORPORATION | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 26-0199180 | ||
Entity Address, Address Line One | 900 Island Drive | ||
Entity Address, City or Town | Redwood City | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94065 | ||
City Area Code | (650) | ||
Local Phone Number | 232-7200 | ||
Title of 12(b) Security | Common stock, $0.00001 par value per share | ||
Trading Symbol | PRCT | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 43,988,574 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive Proxy Statement for its 2022 Annual Stockholders’ Meeting are incorporated by reference into Part III of this Annual Report on Form 10-K, to be filed within 120 days of the registrant’s fiscal year ended December 31, 2021. | ||
Entity Central Index Key | 0001588978 | ||
Document Fiscal Year Focus | 2021 | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Firm ID | 238 |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | San Jose, California |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 304,320 | $ 100,130 |
Accounts receivable, net | 4,464 | 1,549 |
Inventory | 13,147 | 6,924 |
Prepaid expenses and other current assets | 4,242 | 1,653 |
Total current assets | 326,173 | 110,256 |
Restricted cash | 777 | 777 |
Property and equipment, net | 5,045 | 8,274 |
Operating lease right-of-use assets, net | 3,279 | 4,641 |
Intangible assets, net | 1,750 | 2,023 |
Total assets | 337,024 | 125,971 |
Current liabilities: | ||
Accounts payable | 2,029 | 1,240 |
Accrued compensation | 6,475 | 4,640 |
Deferred revenue | 1,025 | 233 |
Note payable – current portion | 0 | 4,551 |
Operating lease – current portion | 2,105 | 1,708 |
Convertible preferred stock warrant liability | 0 | 177 |
Other current liabilities | 4,608 | 1,977 |
Total current liabilities | 16,242 | 14,526 |
Note payable – non-current portion | 50,004 | 44,407 |
Operating lease – non-current portion | 1,991 | 4,096 |
Loan facility derivative liability | 1,496 | 1,782 |
Other non-current liabilities | 200 | 200 |
Total liabilities | 69,933 | 65,011 |
Commitments and contingencies (see Note 9) | ||
Redeemable convertible preferred stock issuable in series, $0.00001 par value; | 0 | 243,854 |
Stockholders’ equity (deficit): | ||
Preferred stock, $0.0001 par value; 10,000 and none shares authorized, none issued and outstanding as of December 31, 2021 and 2020, respectively | 0 | 0 |
Common stock, $0.0001 par value: 300,000 and 40,000 shares authorized, 43,676 and 4,713 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 0 | 0 |
Additional paid-in capital | 528,666 | 18,788 |
Accumulated other comprehensive loss | (54) | (14) |
Accumulated deficit | (261,521) | (201,668) |
Total stockholders’ equity (deficit) | 267,091 | (182,894) |
Total liabilities, convertible redeemable preferred stock and stockholders’ equity (deficit) | $ 337,024 | $ 125,971 |
Redeemable convertible preferred stock, shares authorized (in shares) | 0 | 26,983,984 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets - Parentheticals - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Redeemable convertible preferred stock, shares authorized (in shares) | 0 | 26,983,984 |
Redeemable convertible preferred stock, shares issues (in shares) | 0 | 25,402,402 |
Redeemable convertible preferred stock, shares outstanding (in shares) | 0 | 25,402,402 |
Redeemable convertible preferred stock, liquidation preference | $ 0 | $ 245,768 |
Preferred Stock, shares authorized (in shares) | 0 | |
Preferred Stock, shares issued (in shares) | 0 | 0 |
Preferred Stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized (in shares) | 40,000,000 | |
Common stock, shares issued (in shares) | 43,676,000 | 4,713,000 |
Common stock, shares, outstanding (in shares) | 43,676,000 | 4,713,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 34,473 | $ 7,717 |
Cost of sales | 18,608 | 8,972 |
Gross profit | 15,865 | (1,255) |
Operating expenses: | ||
Research and development | 18,993 | 16,275 |
Selling, general and administrative | 51,036 | 30,272 |
Total operating expenses | 70,029 | 46,547 |
Loss from operations | (54,164) | (47,802) |
Interest expense | (5,810) | (5,261) |
Interest and other income (expense), net | 121 | 44 |
Net loss | $ (59,853) | $ (53,019) |
Net loss per share, basic (in dollars per share) | $ (3.63) | $ (14.47) |
Net loss per share, diluted (in dollars per share) | $ (3.63) | $ (14.47) |
Weighted-average shares used in computing net loss per share attributable to common shareholders | ||
Basic (in shares) | 16,480 | 3,663 |
Diluted (in shares) | 16,480 | 3,663 |
Other comprehensive loss: | ||
Unrealized loss on cash equivalents | $ (40) | $ (18) |
Comprehensive loss | $ (59,893) | $ (53,037) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Balance at the beginning of the period (in shares) at Dec. 31, 2019 | 20,998,000 | ||||
Balance at the beginning of the period at Dec. 31, 2019 | $ 173,068 | ||||
Redeemable Convertible Preferred Stock | |||||
Issuance upon exercise of warrants (in shares) | 651,000 | ||||
Issuance upon exercise of warrants | $ 3,818 | ||||
Conversion of redeemable convertible preferred stock to common stock (in shares) | (1,474,000) | ||||
Conversion of redeemable convertible preferred stock to common stock | $ (9,520) | ||||
Issuance of redeemable convertible preferred stock, net of issuance costs (in shares) | 5,227,000 | ||||
Issuance of redeemable convertible preferred stock, net of issuance costs | $ 76,488 | ||||
Balance at the end f the period (in shares) at Dec. 31, 2020 | 25,402,402 | ||||
Balance at the end of the period at Dec. 31, 2020 | $ 243,854 | ||||
Balance at the beginning of the period (in shares) at Dec. 31, 2019 | 2,290,000 | ||||
Balance at the beginning of the period at Dec. 31, 2019 | (143,837) | $ 0 | $ 4,808 | $ 4 | $ (148,649) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Conversion of redeemable convertible preferred stock to common stock upon initial public offering (in shares) | 1,474,000 | ||||
Conversion of redeemable convertible preferred stock to common stock upon initial public offering | 9,520 | 9,520 | |||
Issuance upon exercise of warrants (in shares) | 12,000 | ||||
Issuance upon exercise of warrants | 11 | 11 | |||
Issuance upon exercise of options (in shares) | 937,000 | ||||
Issuance upon exercise of options | 2,276 | 2,276 | |||
Stock-based compensation expense | 2,173 | 2,173 | |||
Unrealized loss on cash equivalents | (18) | (18) | |||
Net loss | (53,019) | (53,019) | |||
Balance at the end of the period (in shares) at Dec. 31, 2020 | 4,713,000 | ||||
Balance at the end of the period at Dec. 31, 2020 | $ (182,894) | $ 0 | 18,788 | (14) | (201,668) |
Redeemable Convertible Preferred Stock | |||||
Issuance upon exercise of warrants (in shares) | 62,000 | ||||
Issuance upon exercise of warrants | $ 970 | ||||
Conversion of redeemable convertible preferred stock to common stock (in shares) | (29,912,000) | ||||
Conversion of redeemable convertible preferred stock to common stock | $ (329,534) | ||||
Issuance of redeemable convertible preferred stock, net of issuance costs (in shares) | 4,448,000 | ||||
Issuance of redeemable convertible preferred stock, net of issuance costs | $ 84,710 | ||||
Balance at the end f the period (in shares) at Dec. 31, 2021 | 0 | ||||
Balance at the end of the period at Dec. 31, 2021 | $ 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Conversion of redeemable convertible preferred stock to common stock upon initial public offering (in shares) | 29,912,000 | ||||
Conversion of redeemable convertible preferred stock to common stock upon initial public offering | 329,534 | 329,534 | |||
Issuance of common stock upon Initial public offering, net of underwriting discounts, commissions and offering expenses of $16,121 (in shares) | 7,539,000 | ||||
Issuance of common stock upon initial public offering, net of underwriting discounts, commissions and offering expenses of $16,121 | 172,364 | 172,364 | |||
Issuance upon exercise of options (in shares) | 1,512,000 | ||||
Issuance upon exercise of options | 4,184 | 4,184 | |||
Stock-based compensation expense | 3,796 | 3,796 | |||
Unrealized loss on cash equivalents | (40) | (40) | |||
Net loss | (59,853) | (59,853) | |||
Balance at the end of the period (in shares) at Dec. 31, 2021 | 43,676,000 | ||||
Balance at the end of the period at Dec. 31, 2021 | $ 267,091 | $ 0 | $ 528,666 | $ (54) | $ (261,521) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - Parenthetical - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Jun. 30, 2021 | Aug. 31, 2020 | Dec. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||||
Payments of stock issuance costs | $ 2,900 | $ 290 | $ 496 | $ 16,121 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (59,853) | $ (53,019) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 3,324 | 2,860 |
Stock-based compensation expense | 3,796 | 2,173 |
Change in fair value of redeemable convertible preferred stock warrants and derivative liability | (199) | 114 |
Non-cash lease adjustment | (345) | (157) |
Inventory write-down | 650 | 109 |
Other non-cash expense | 0 | 60 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (2,914) | (511) |
Inventory | (6,124) | (3,105) |
Prepaid expenses and other current assets | (2,631) | (339) |
Accounts payable | 812 | (205) |
Accrued compensation | 1,834 | 2,302 |
Accrued interest expense | 1,045 | 1,049 |
Deferred revenue | 792 | 127 |
Other liabilities | 2,479 | 199 |
Net cash used in operating activities | (57,334) | (48,343) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (592) | (233) |
Net cash (used in) provided by investing activities | (592) | (233) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock from the exercise of stock options | 4,184 | 2,288 |
Proceeds from issuance of common stock from the initial public offering, net of underwriting discounts, commissions and offering expenses | 172,364 | 0 |
Proceeds from issuance of note payable, net of issuance costs | 0 | 24,685 |
Proceeds from the exercise of redeemable convertible preferred stock warrants | 858 | 3,310 |
Net cash provided by financing activities | 262,116 | 106,771 |
Net increase in cash, cash equivalents and restricted cash | 204,190 | 58,195 |
Cash, cash equivalents, and restricted cash - Beginning of period | 100,907 | 42,712 |
Cash, cash equivalents, and restricted cash - End of period | 305,097 | 100,907 |
Reconciliation of cash, cash equivalents and restricted cash to balance sheets: | ||
Cash and cash equivalents | 304,320 | 100,130 |
Restricted cash | 777 | 777 |
Cash, cash equivalents and restricted cash in balance sheets | 305,097 | 100,907 |
Supplemental cash flow information | ||
Interest paid | 4,750 | 3,969 |
Non-cash investing and financing activities | ||
Transfer of evaluation units from inventory to property and equipment, net | (679) | 2,822 |
Property and equipment included in accounts payable and accrued expenses | 210 | 210 |
Conversion of redeemable convertible preferred stock to common stock | 329,534 | 0 |
Series F | ||
Cash flows from financing activities: | ||
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs | 0 | $ 76,488 |
Series G | ||
Cash flows from financing activities: | ||
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs | $ 84,710 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Organization | Organization Description of Business PROCEPT BioRobotics Corporation (the “Company”) was incorporated in the state of California in 2007 and its headquarters are located in Redwood City, California. In April 2021, the Company re-incorporated in the state of Delaware. The Company received U.S. Food and Drug Administration clearance in December 2017 to market its AquaBeam ® Robotic System, an automated surgical robot providing tissue removal for the treatment of benign prostatic hyperplasia, a prostate gland enlargement condition. Liquidity As of December 31, 2021, the Company had cash and cash equivalents of $304.3 million and an accumulated deficit of $261.5 million. In September 2021, the Company completed its initial public offering (“IPO”) for net proceeds of approximately $172.4 million, after deducting underwriting discounts and commissions, and offering expenses. Since its inception, the Company has financed its operations with a combination of debt and equity financing arrangements. The Company expects its cash and cash equivalents, revenue and available debt financing arrangements, will be sufficient to fund its operations through at least the next twelve months from the issuance date of these consolidated financial statements. The Company has not achieved positive cashflow from operations to date and expects to continue incurring losses for the foreseeable future as it focuses on growing its business. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Preparation The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). These consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts and disclosures reported in the consolidated financial statements. Management uses significant judgment when making estimates related to its common stock valuation in periods before the Company’s IPO and related stock-based compensation expense, right-of-use lease asset, lease liability, the valuations of the redeemable convertible preferred stock warrant liability and loan facility derivative liability, as well as certain accrued liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. Reverse Stock Split In September 2021, the Board of Directors and stockholders approved, and the Company filed, an amended and restated certificate of incorporation effecting a 1-for-4.75 reverse stock split of common stock and all redeemable convertible preferred stock. The par value of the common and redeemable convertible preferred stock was not adjusted as a result of the reverse stock split. All authorized, issued and outstanding common stock, redeemable convertible preferred stock, warrants for preferred stock, stock options and per share amounts contained in the financial statements have been retroactively adjusted to reflect this reverse stock split for all periods presented. Initial Public Offering In September 2021, the Company completed its IPO by issuing 6,556,000 shares of common stock, and the exercise of the underwriters option for 983,400 shares, at an offering price of $25.00 per share, for total net proceeds of approximately $172.4 million, after deducting underwriting discounts and commissions of $13.2 million and offering expenses of $2.9 million. Offering costs are capitalized, and consist of fees and expenses incurred in connection with the sale of common stock in its IPO, including legal, accounting, printing and other IPO-related costs. Upon completion of its IPO, these deferred offering costs were reclassified to stockholders’ equity and recorded against the proceeds from the offering. In addition, all 29,912,264 shares of its then-outstanding redeemable convertible preferred stock automatically converted into 29,912,264 shares of common stock and it reclassified $329.5 million of redeemable convertible preferred stock to additional paid-in capital on its consolidated balance sheet. Par Value and Shares Authorized Change In June 2021, the Board of Directors and stockholders approved, and the Company filed, an amended and restated certificate of incorporation effecting a change in par value from $0.001 to $0.00001 per share of common stock and all redeemable convertible preferred stock. All issued and outstanding common stock and redeemable convertible preferred stock contained in the financial statements have been retroactively corrected to reflect this immaterial change in par value for all periods presented. In September 2021, 10.0 million shares of preferred stock was authorized and the shares of common stock authorized was increased to 300.0 million shares, both having a par value of $0.00001 per share. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents consist of cash in banks and highly liquid securities, which are readily convertible to cash, that mature within 90 days or less from the original date of purchase, to be cash equivalents, which include money market funds. Cash equivalents are considered available-for-sale marketable securities and are recorded at fair value, based on quoted market prices. Unrealized gains and losses are recorded in other comprehensive income (loss) and included as a separate component of stockholders’ equity (deficit). Restricted cash is related to the Company’s letter of credit for the lease of its corporate headquarters. Fair Value of Financial Instruments The Company measures certain financial assets and liabilities at fair value on a recurring basis, including cash and cash equivalents, and accounts receivable, accounts payable and accrued liabilities, which approximate fair value due to their relatively short maturities as well as the redeemable convertible preferred stock warrant liability and loan facility derivative liability. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value: Level 1- Observable inputs such as quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2- Other inputs that are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant inputs are observable in the market or can be derived from observable market data. Level 3- Unobservable inputs that are supported by little or no market activities, which would require the Company to develop its own assumptions. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following is a summary of assets and liabilities measured at fair value on a recurring basis (in thousands): December 31, 2021 2020 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Cash and cash equivalents: Cash $ 13,621 $ — $ — $ 13,621 $ 1,502 $ — $ — $ 1,502 Cash equivalents 290,699 — — 290,699 98,628 — — 98,628 Total cash and cash equivalents $ 304,320 $ — $ — $ 304,320 $ 100,130 $ — $ — $ 100,130 Preferred stock warrant liability $ — $ — $ — $ — $ — $ — $ 177 $ 177 Loan facility derivative liability $ — $ — $ 1,496 $ 1,496 $ — $ — $ 1,782 $ 1,782 Cash equivalents consist primarily of money market funds. There were no transfers in and out of Level 3 during the years ended December 31, 2021 and 2020. Redeemable Convertible Preferred Stock Warrants The following table sets forth a summary of the changes in the estimated fair value of the Company’s redeemable convertible preferred stock warrants, which represents financial instruments with valuations classified as Level 3. When a determination is made to classify a financial instrument within Level 3, the determination is based upon the significance of the unobservable inputs to the overall fair value measurement. However, Level 3 financial instruments typically include, in addition to the unobservable inputs, observable inputs (that is, components that are actively quoted and can be validated to external sources). Accordingly, the gain or loss in the table below includes changes in fair value due in part to observable factors that are part of the Level 3 methodology recognized in the statement of operations as a component of interest and other income or expense as appropriate (in thousands): Year Ended December 31, 2021 2020 Beginning of the period $ 177 $ 870 Exercised (113) (508) Cancelled (16) — Change in fair value (48) (185) End of the period $ — $ 177 Upon the completion of the Company’s IPO in September 2021, warrants exercised for redeemable convertible preferred stock were automatically converted into 62,454 shares of common stock and the remaining unexercised warrants expired, therefore no warrants outstanding at December 31, 2021. The fair value of the redeemable convertible preferred stock warrant liability was determined using the Black-Scholes option pricing model using the following assumptions: Year Ended December 31, 2020 Expected life (years) 1.7 Expected volatility 68 % Risk-free interest rate 0.1 % Expected dividend rate — % Loan facility derivative liability In connection with the Company’s loan facility, the Company is obligated to pay a fee upon the earlier occurrence of a defined liquidity event, including but not limited to, a merger or sale of our assets or voting stock, or achieving a $200.0 million trailing 12 months revenue target, in each case, by September 2029. The fee is calculated at the time of the liquidity event occurrence to be $1.0 million if only the first installment has been drawn, $2.0 million if the first two installments have been drawn, $2.4 million if the first three installments have been drawn, or $3.0 million if all four installments have been drawn, in each case, upon the occurrence of the liquidity event. As of December 31, 2021, the Company has drawn on the first two installments. The Company has determined this fee is a freestanding derivative instrument. The $1.4 million fair value of this loan facility derivative was recorded as a debt discount and liability on the date of issuance in connection with obtaining additional financing as applicable and will be revalued every reporting period until the earlier occurrence of a defined liquidity event or achieving a revenue target by September 2029 or termination of such fee arrangement. The following table sets forth a summary of the changes in the estimated fair value of the Company’s loan facility derivative liability, classified as Level 3 (in thousands): Year Ended December 31, 2021 2020 Beginning of the period $ 1,782 $ 1,482 Issued — — Payment of success fee (150) — Change in fair value $ (136) $ 300 End of the period $ 1,496 $ 1,782 The fair value of the loan facility derivative liability was determined using a discounted cash flow calculation discounted at 10%. Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents and, to a lesser extent, accounts receivable. The Company believes that credit risk in its accounts receivable is mitigated by its credit evaluation process, relatively short collection terms and diversity of its customer base. The Company generally does not require collateral and losses on accounts receivable have historically been within management’s expectations. The Company’s investment policy limits investments to certain types of debt securities issued by the U.S. government, its agencies, and institutions with investment-grade credit ratings, as well as corporate debt or commercial paper issued by the highest quality financial and non-financial companies, and places restrictions on maturities and concentration by type and issuer. The Company is exposed to credit risk in the event of a default by the financial institutions holding its cash and cash equivalents and issuers of investments to the extent recorded on the balance sheets. The Company has limited its credit risk associated with cash and cash equivalents by placing its investments with banks it believes are highly creditworthy and with highly rated investments. Allowance for Doubtful Accounts The Company provides for uncollectible accounts receivable by recording an allowance for doubtful accounts for balances deemed uncollectible. The Company evaluates the collectability of its accounts receivable based on known collection risks and historical experience. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations to the Company (e.g., bankruptcy filings, substantial downgrading of credit ratings), the Company records a specific allowance for bad debts against amounts due to reduce the carrying amount of accounts receivable to the amount it reasonably believes will be collected. The Company has not experienced any significant collection issues and the allowance for doubtful accounts has not been material. Inventory Inventories are valued at the lower of cost, computed on a first-in, first-out basis, or net realizable value. The allocation of production overhead to inventory costs is based on normal production capacity. Abnormal amounts of idle facility expense, freight, handling costs, and consumption are expensed as incurred, and not included in overhead. The Company maintains provisions for excess and obsolete inventory based on management’s estimates of forecasted demand and, where applicable, product expiration. The Company has initiated voluntary recalls for a limited number of handpieces due to certain issues related to supply chain and manufacturing processes, of which the provision recognized was not material. Property and Equipment and Intangible Assets Property and equipment and intangible assets are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization for property and equipment are determined using the straight-line method over the estimated useful lives of the respective assets, generally three of intangible assets are determined using the straight-line method over the estimated useful lives, generally through the patent expiration date. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the term of the lease. Maintenance and repairs are charged to operating expenses as incurred. Impairment of Long-Lived Assets Long-lived assets consist primarily of property and equipment and intangible assets, net, and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require that a long-lived asset be tested for possible impairment, the Company compares the undiscounted cash flows expected to be generated by the asset group to the carrying amount of the asset group. If the carrying amount of the long-lived asset is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. The Company determines fair value using the income approach based on the present value of expected future cash flows or other appropriate measures of estimated fair value. The Company’s cash flow assumptions consider historical and forecasted revenue and operating costs and other relevant factors. During the years ended December 31, 2021 and 2020, the Company has not recorded impairment charges on its long-lived assets. Deferred Offering Costs The Company capitalizes, within other assets, certain legal, accounting and other third-party fees that are directly related to the Company’s in-process equity financings, including its recent initial public offering, until such financings are consummated. After consummation of the equity financing, these costs are recorded to additional paid in capital as a reduction of the proceeds received as a result of the offering. Should a planned equity financing be abandoned, terminated or significantly delayed, the deferred offering costs are immediately written off to operating expenses. There were no deferred offering costs as of December 31, 2021 and 2020. Upon the completion of the Company’s IPO in September 2021, all deferred offering costs were reclassified to equity in additional paid in capital. Deferred Revenue The timing of revenue recognition may differ from the timing of invoicing to customers. The Company records deferred revenue when revenue will be recognized subsequent to invoicing. Service agreements are generally invoiced annually at the beginning of each coverage period and recorded as deferred revenue and recognized as revenue ratably over the coverage period. Deferred revenue that will be recognized during the 12 months following the balance sheet date is recorded as the current portion of deferred revenue, and the remaining portion, if any, would be recorded as non-current. Redeemable Convertible Preferred Stock The Company records redeemable convertible preferred stock at fair value on the date of issuance, net of issuance costs. The redeemable convertible preferred stock is recorded outside of permanent equity because it contains liquidation features that are not solely within the Company’s control. The Company determined that the carrying values of the redeemable convertible preferred stock should not be adjusted to the liquidation preferences because it is uncertain whether or when an event would occur that would obligate the Company to pay the liquidation preferences to holders of shares of redeemable convertible preferred stock. Subsequent adjustments to the carrying values of the redeemable convertible preferred stock to the liquidation preferences will be made only when it is probable that the redeemable convertible preferred stock will become redeemable. Upon the completion of the Company’s IPO in September 2021, all 29,912,264 shares of its then-outstanding redeemable convertible preferred stock automatically converted into 29,912,264 shares of common stock and it reclassified $329.5 million of redeemable convertible preferred stock to additional paid-in capital on its condensed consolidated balance sheet. Redeemable Convertible Preferred Stock Warrant Liability The Company has issued freestanding warrants to purchase shares of redeemable convertible preferred stock to investors in connection with sales of certain of its redeemable convertible preferred stock. The Company classified these warrants as a derivative liability because they create a conditional obligation for the Company to repurchase its own shares for cash or other assets. The fair value of the warrants are recorded on the consolidated balance sheets at the issuance of the warrants and remeasured to fair value at each financial reporting date. The changes in the fair value of the warrants are recorded in the statement of operations as a component of interest and other income or expense as appropriate. Upon the completion of the Company’s IPO in September 2021, warrants exercised for redeemable convertible preferred stock were automatically converted into 62,454 shares of common stock and the remaining unexercised warrants expired. Loan Facility Derivative Liability The Company has determined that its obligation to pay success fees to a lender upon a successful liquidation event or achieving a revenue target represents freestanding financial instruments. The instruments are classified as a non-current liability in the consolidated balance sheets and are subject to remeasurement at each financial reporting date. Any change in fair value was recognized through other income (expense) in the consolidated statements of operations and comprehensive loss. Leases For agreements with a term of more than 12 months, the Company determines if the agreement contains a lease at inception. Operating lease liabilities represent an obligation to make lease payments arising from the lease agreement. Operating lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the remaining lease term. In determining the present value of lease payments, the Company estimates its incremental borrowing rate as the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term, of an amount equal to the lease payments in a similar economic environment. Operating lease liabilities are included in the Company’s consolidated balance sheet. Right-of-use assets represent our right to use an underlying asset for the lease term and are classified as non-current assets. Lease expense is recognized on a straight-line basis over the expected lease term in the Company’s consolidated statements of operations and comprehensive loss. The Company has not elected to separate lease and non-lease components for any leases within its existing classes of assets and, as a result, records a right-of-use asset and lease liability based on the present value of the future minimum lease payments over the term at commencement date. Variable lease payments are expensed as incurred. The Company has also elected to not apply the recognition requirement to any leases within its existing classes of assets with a term of 12 months or less and does not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. The Company has lessor arrangements with customers for a fixed monthly fee with no non-lease components, typically for 3-12 months. These arrangements are accounted for as an operating lease in accordance with ASC 842. These arrangements and related revenue are immaterial to the periods presented. Revenue Recognition Revenue is derived primarily from the sales of the AquaBeam ® Robotic Systems, and handpieces that are for one-time use during each surgery using the AquaBeam Robotic System. The AquaBeam Robotic System contains both software and non-software components that are delivered together as a single product and generally contain a one-year warranty. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), the Company performs the following five steps: (i) identify the contract 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 Company satisfies the performance obligations. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct based on the contract. The contracts are typically in the form of an agreement and a purchase order from the customer. The Company’s AquaBeam Robotic System sales generally contain multiple products and services and can include a combination of the following performance obligations: robotic system, handpieces and consumables, and service. The Company determines the transaction price it expects to be entitled to in exchange for transferring the promised product to the customer, which is based on the invoiced price for the products. All prices are at fixed amounts per the sales agreement with the customer and there are generally no discounts, rebates or other price concessions or a right of return, once the agreement is signed. For multiple-element arrangements, revenue is allocated to each performance obligation based on its relative standalone selling price. Standalone selling prices are based on observable prices at which the Company separately sells the products or services. If a standalone selling price is not directly observable, then the Company estimates the standalone selling price considering market conditions and entity-specific factors including, but not limited to, features and functionality of the products and services, geographies, and type of customer. The Company regularly reviews standalone selling prices and updates these estimates as necessary. The Company recognizes revenue as the performance obligations are satisfied by transferring control of the product or service to a customer. The Company generally recognizes revenue for the performance obligations at the following points in time: AquaBeam Robotic Systems - For systems (including system components and system accessories) sold directly to end customers, revenue is recognized when the Company transfers control to the customer, which is generally at the time of delivery. Systems rented for a fixed monthly fee during an evaluation period, typically 3-12 months, are recognized as revenue straight-line during the lease term, in accordance with ASC 842, and are not material. For systems sold following an evaluation period, revenue is recognized generally once sales terms are mutually agreed (as the system is already installed at the customer site). For systems sold through distributors, revenue is recognized generally at the time of delivery. The Company’s system arrangements generally do not provide a right of return. The systems are generally covered by a one-year service agreement included in the warranty. The service agreements have a stand alone selling price and are typically recognized as deferred revenue and amortized over the one-year service period. Hand pieces and other consumables - Revenue from sales of handpieces and other consumables is recognized when control is transferred to the customers, which generally occurs at the time of shipment but also occurs at the time of delivery. Service - Service revenue, inclusive of the amounts associated with the AquaBeam Robotic System warranties, is recognized over the term of the service period, as the customer benefits from the services throughout the service period. The Company has determined that certain promises in the multiple-element arrangements, such as installation, training and certain ancillary products, are immaterial, and/or do not represent separate performance obligations for which transaction price is allocated. The timing of revenue recognition may differ from the timing of invoicing to customers. The Company records deferred revenue when revenue is recognized subsequent to invoicing, such as service contracts, which are recognized ratably as revenue over the performance period. The Company’s typical payment terms are between approximately 30 to 90 days. The Company expenses shipping and handling costs as incurred and includes them in the cost of sales. In those cases where shipping and handling costs are billed to customers, the Company classifies the amounts billed as a component of revenue. Taxes collected from customers and remitted to governmental authorities are excluded from revenue. The Company expenses any incremental costs of obtaining a contract, including but not limited to, sales commissions, as and when incurred as the expected amortization period of the incremental costs would have been less than one year and are reported in selling, general and administrative expense in the statements of operations and comprehensive loss. The following table presents revenue disaggregated by type and geography (in thousands): Year Ended December 31, 2021 2020 U.S. System sales and rentals $ 19,375 $ 2,334 Handpieces and other consumables 8,893 1,699 Service 680 67 Total U.S. revenue 28,948 4,100 Outside of U.S. System sales and rentals 2,493 1,824 Handpieces and other consumables 2,634 1,722 Service 398 71 Total outside of U.S. revenue 5,525 3,617 Total revenue $ 34,473 $ 7,717 Cost of Sales Cost of sales consists primarily of manufacturing overhead costs, material costs and direct labor, including stock-based compensation. A significant portion of the Company’s cost of sales currently consists of manufacturing overhead costs. These overhead costs include the cost of quality assurance, material procurement, inventory control, facilities, equipment and operations supervision and management. Cost of sales also includes depreciation expense for production equipment, warranty, including any recalls, and field service costs, and purchased intangibles and certain direct costs such as shipping costs. Research and Development Research and development costs are expensed as incurred. Research and development costs consist primarily of engineering, product development, and regulatory affairs, consulting services, materials, depreciation and other costs associated with products and technologies being developed, including employee and non-employee compensation, stock-based compensation, supplies, quality assurance expenses, related travel expenses and facilities expenses. Stock-Based Compensation The Company maintains an equity incentive plan to provide long-term incentives for employees, consultants and members of the board of directors. The plan allows for the issuance of non-statutory and incentive stock options to employees and non-statutory stock options to consultants and non-employee directors. The Company is required to determine the fair value of equity incentive awards and recognize compensation expense for all equity incentive awards made to employees and directors, including employee stock options. Stock-based compensation expense is recognized over the requisite service period in the statements of operations and comprehensive loss. The Company uses the straight-line method for expense attribution. The valuation model used for calculating the fair value of awards for stock-based compensation expense is the Black-Scholes option-pricing model (the “Black-Scholes model”). The Black-Scholes model requires the Company to make assumptions and judgments about the variables used in the calculation, including the fair value of the Company’s common stock, the expected term (weighted-average period of time that the options granted are expected to be outstanding), the expected volatility of common stock, an assumed risk-free interest rate and an expected dividend rate. The fair value of the Company’s common stock underlying the stock options has historically been determined by the Company’s board of directors (“Board”). Because there was no public market for the Company’s common stock prior to the IPO, the Board determined the fair value of the Company’s common stock at the time of grant of the option by considering a number of objective and subjective factors, including valuations of comparable companies, sales of the Company’s redeemable convertible preferred stock, operating and financial performance and the general and industry-specific economic outlook. The Company uses the “simplified method” to determine the expected term of the stock option. Expected volatility is based on an average of the historical volatilities of the common stock of publicly-traded companies with characteristics similar to those of the Company. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected term of the option. The Company has elected to account for forfeitures when they occur. Common Stock Valuation The Company’s intent has been to grant all options with an exercise price not less than the fair value of its common stock underlying those options on the date of grant. Prior to its IPO, the Company has determined the estimated fair value of its common stock at each valuation date in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the “Practice Aid”). The Company’s board of directors, with the assistance of management, developed these valuations using significant judgment and taking into account numerous factors, including: • valuations of its common stock with the assistance of independent third-party valuation specialists; • the stage of development and business strategy, including the status of research and development efforts, of its products and product candidates, and the material risks related to its business and industry; • the results of operations and financial position, including its levels of available capital resources; • the valuation of publicly traded companies in the life sciences and medical device sectors, as well as recently completed mergers and acquisitions of peer companies; • the prices of its redeemable convertible preferred stock sold to investors in arm’s length transactions and the rights, preferences, and privileges of its redeemable convertible preferred stock relative to those of its common stock; • the likelihood of achieving a liquidity event for the holders of its common s |
Composition of Certain Consolid
Composition of Certain Consolidated Financial Statement Items | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Composition of Certain Consolidated Financial Statement Items | Composition of Certain Consolidated Financial Statement Items Inventory (in thousands): December 31, 2021 2020 Raw materials $ 6,740 $ 2,647 Work-in-process 905 51 Finished goods 5,502 4,226 Total inventory $ 13,147 $ 6,924 Prepaid Expenses and Other Current Assets (in thousands): December 31, 2021 2020 Insurance $ 2,333 $ 124 Inventory 830 553 Software 428 375 Rent 253 245 Other 398 356 Total prepaid expenses and other current assets $ 4,242 $ 1,653 Property and Equipment, Net (in thousands): December 31, 2021 2020 Laboratory, manufacturing and computer equipment, and furniture and fixtures $ 2,874 $ 2,645 Rental equipment 1,082 1,247 Leasehold improvements 4,941 4,941 Evaluation units 2,842 4,229 Total property and equipment 11,739 13,062 Less: accumulated depreciation and amortization (6,694) (4,788) Total property and equipment, net $ 5,045 $ 8,274 Other Current Liabilities (in thousands): December 31, 2021 2020 Accrued purchases 1,105 432 Customer deposit 741 — Professional services 600 339 Sales tax 515 302 Interest 405 403 Travel expenses 281 138 Clinical trial expenses 183 47 Other 778 316 Total other current liabilities $ 4,608 $ 1,977 As of December 31, 2021 and 2020, other non-current liabilities consisted of an asset retirement obligation for the facility lease. Interest and Other Income (Expense), net (in thousands): Year Ended December 31, 2021 2020 Interest income $ 76 $ 184 Decrease in fair value of preferred stock warrants 64 185 Decrease (increase) in fair value of loan facility derivative liability 135 (300) Other (154) (25) Total interest and other income, net $ 121 $ 44 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible AssetsIn March 2019, the Company entered into a license agreement with HydroCision, Inc. This agreement grants the Company an exclusive, perpetual, irrevocable, worldwide, fully paid-up license to develop, manufacture and commercialize products in the field of urology using the patented technology and know-how controlled by HydroCision as of the effective date and as well as new patented technology developed by HydroCision that cover certain activities and improvements that relate to the use of fluid jet technology in connection with the licensed products during the period commencing on the effective date and ending on the earlier of the date that the Company ceases to use HydroCision’s existing contract manufacturers and the third anniversary of the effective date. Also included is the right to utilize HydroCision’s contract manufacturers, if desired. The consideration paid was a one-time upfront payment of $2.5 million, as well as allowing HydroCision (a reciprocal license) to use any new patented technology and know-how developed by the Company relating to the HydroCision patented technology and know-how in the field of urology for HydroCision use outside the field of urology. HydroCision will pay for any patent maintenance fees on HydroCision’s licensed patents. As of December 31, 2021, accumulated amortization was $0.8 million, respectively, and the net carrying amount is expected to be amortized at a rate of $0.3 million per year until fully amortized.Amortization expense for intangible assets for the years ended December 31, 2021 and 2020, was $0.3 million and $0.3 million, respectively. |
Loan Facility
Loan Facility | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Loan Facility | Loan Facility In September 2019, the Company entered into a loan facility for up to $75 million available in four installments. The Company borrowed $25 million in September 2019. An additional $25 million was borrowed in March 2020. The third installment of $10 million was originally available for draw through March 31, 2021 contingent upon achieving $20 million in trailing six months revenue. In January 2021, the third installment was amended to be available for draw through June 30, 2021 contingent upon achieving $6.4 million trailing six months revenue. The remaining $15 million was originally available for draw through June 30, 2021 and is contingent upon achieving $25 million in trailing six months revenue. In January 2021, this installment was amended to be available for draw through June 30, 2022. The facility bears an interest rate of 9.37%, which is 7.17% plus the greater of 2.2% or 30-day LIBOR. The initial term of the facility is 60 months with interest-only payments each month for 24 months followed by 36 months amortization of principal and interest. In January 2021, the interest-only period was amended to 36 months followed by 24 months amortization (principal and interest) beginning October 1, 2022 since the amended trailing six months target revenue of $6.4 million was achieved, and accordingly, the current portion of the amount due was reclassified to non-current. Upon drawing the final $15 million tranche, interest-only period is extended 12 months followed by 24 months amortization of principal and interest. Upon the completion of the Company raising over $50 million in its IPO in September 2021, interest-only payments were extended an additional 12 months followed by 12 months amortization of principal and interest. Substantially all assets of the Company are pledged as collateral. Commencing with the earlier of June 30, 2021 and the month following the funding of either the third or final installment, the Company is required to achieve revenues for the previous six months ended equal to the greater of (1) 70% of the forecast for the commensurate period, (2) $15 million if neither third or final installments have been drawn, (3) $20 million if the third but not final installment has been drawn and (4) $25 million if both the third and final installments have been drawn. The loan facility includes certain fees payable to the lender recorded as a loan discount that are accrued and amortized to interest expense during the loan term. A 6% final payment fee of each funded tranche is payable at the earlier of prepayment or loan maturity and a 0.25% facility fee paid at each funded tranche. A prepayment fee was originally payable if the loan is paid before maturity in the amount of 3% of loans outstanding if paid in full during first 12 months, 2% if loan is paid in full during second 12 months, or 1% if loan is paid in full thereafter before maturity. In January 2021, the prepayment fee was removed as part of the amendments. In addition, the Company should pay the lender’s loan initiation fees and a fee upon the earlier occurrence of a defined liquidity event, including but not limited to, a merger or sale of the Company’s assets or voting stock, or achieving a $200.0 million trailing 12 months revenue target, in each case, by September 2029. The success fees are calculated at the time of the liquidity event occurrence to be $1.0 million if only the first installment has been drawn, $2.0 million if the first two installments have been drawn, $2.4 million if the first three installments have been drawn, or $3.0 million if all four installments have been drawn, in each case, upon the occurrence of the defined liquidity event. The Company determined that this obligation to pay success fees represents freestanding financial instruments. The amendments in January 2021 were accounted for as a debt modification under ASC 470-50-40 as the changes in the debt terms are not considered substantial, and thus no gain or loss was recorded and a new effective interest rate was established based on the carrying value of the loan and the revised cash flows. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock Warrant Liability | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Redeemable Convertible Preferred Stock Warrant Liability | Redeemable Convertible Preferred Stock Warrant Liability Warrants to purchase shares of redeemable convertible preferred stock outstanding and exercisable are as follows (in thousands, except per share data): Dates Exercise Shares Outstanding at December 31, Initial Fair Value at December 31, Issuance Expiration Series 2021 2020 2021 2020 June 2017 June 2022 E 13.73 — 72 763 $ — $ 177 In July 2015, in connection with the issuance of convertible notes, the Company issued 869,842 redeemable convertible preferred stock warrants that were exercisable into Series D redeemable convertible preferred stock immediately, with $5.08 exercise price and expiration in five years. During the year ended December 31, 2020, warrants for 651,334 shares were exercised and none were outstanding at December 31, 2020. In June 2017, in connection with the issuance of convertible notes, the Company issued 108,145 redeemable convertible preferred stock warrants that were exercisable into Series E or the next round of redeemable convertible A summary of the Company’s redeemable convertible preferred stock are as follows: December 31, 2020 Series Shares Shares Carrying A 1,243,223 1,104,728 $ 2,781 B 1,841,805 1,543,804 5,404 C 1,564,851 1,564,851 7,073 D 8,245,295 7,547,542 36,879 E 8,825,653 8,414,496 115,229 F 5,263,157 5,226,981 76,488 Total 26,983,984 25,402,402 $ 243,854 Upon the completion of the Company’s IPO in September 2021, all 29,912,264 shares of its then-outstanding redeemable convertible preferred stock automatically converted into 29,912,264 shares of common stock and it reclassified $329.5 million of redeemable convertible preferred stock to additional paid-in capital on our condensed consolidated balance sheet. In July 2020, an aggregate of $1.5 million shares of redeemable convertible preferred stock was converted to common stock as requested by the holder. The corresponding carrying value was reclassified from redeemable convertible preferred stock to common stock and additional paid in capital. Series G Redeemable Convertible Preferred Stock In June 2021, the Company issued 4,447,530 shares of Series G redeemable convertible preferred stock for gross proceeds of $85.0 million. Issuance costs totaled $0.3 million and were recorded as an offset to gross proceeds. Series F Redeemable Convertible Preferred Stock In July and August 2020, the Company issued 5,226,969 shares of Series F redeemable convertible preferred stock for gross proceeds of $77.0 million. Issuance costs totaled $0.5 million and were recorded an offset to gross proceeds. A summary of the Company’s redeemable convertible preferred stock terms were as follows: Series Liquidation 8% Dividend Per Share A $ 2.5175 $ 0.2014 B 3.2376 0.2590 C 4.5600 0.3648 D 5.0825 0.4066 E 13.7275 1.0982 F 14.7279 1.1782 G 19.1116 1.5289 The Company recorded its redeemable convertible preferred stock at fair value on the dates of issuance, net of issuance costs. A redemption event would only occur upon the liquidation or winding up of the Company, a greater than 50% change in control, or sale of substantially all of the assets of the Company. As the redemption event was outside the control of the Company, all shares of redeemable convertible preferred stock were presented outside of permanent equity. Further, the Company had determined the carrying values of the redeemable convertible preferred stock should not be adjusted to the redemption value of such shares, since it was uncertain whether or when a redemption event would occur. Subsequent adjustments to increase the carrying values of the redeemable convertible preferred stock to the redemption values would have been made when it became probable that such redemption would occur. As of December 31, 2021, no shares of redeemable convertible preferred stock were outstanding, and as of December 31, 2020, it was not probable that such redemption would occur. Dividends The holders of the Series D, E, F and G redeemable convertible preferred stock, in preference to the holders of Series A, B and C redeemable convertible preferred stock and common stock, were entitled to receive noncumulative dividends at the rate of 8% per share of the original issuance price, when and as declared by the board of directors. After the payment of any dividends to holders of Series D, E, F and G redeemable convertible preferred stock, and in preference to the holders of common stock, the holders of Series A, B, and C redeemable convertible preferred stock would have been entitled to receive noncumulative dividends at the rate of 8% per share of the original issuance price, when and as declared by the board of directors. No dividends were declared and payable for the years ended December 31, 2021 and 2020. Liquidation In the event of any liquidation, dissolution, or winding-up of the Company, including a merger, acquisition, or sale of assets, as defined in the certificate of incorporation, each holder of Series G redeemable convertible preferred stock was entitled to receive a liquidation preference amount, plus any dividends declared but unpaid before any payments to holders of Series A, B, C, D, E or F redeemable convertible preferred stock and common stock. If the assets of the Company were insufficient to make payment in full to all Series G redeemable convertible preferred stockholders, then the assets or consideration would have been distributed ratably among such holders in proportion to the full liquidation preference amounts to which the holders would otherwise have been entitled to. After the full payment of the liquidation preference to the holders of Series G redeemable convertible preferred stock, each holder of Series F redeemable convertible preferred stock would have been entitled to be paid a liquidation preference amount, plus any dividends declared but unpaid before any payments to holders of Series A, B, C, D or E redeemable convertible preferred stock and common stock. If the assets of the Company were insufficient to make payment in full to all Series F redeemable convertible preferred stockholders, then the assets or consideration would have been distributed ratably among such holders in proportion to the full liquidation preference amounts to which the holders would otherwise have been entitled to. After the full payment of the liquidation preference to the holders of Series F redeemable convertible preferred stock, each holder of Series E redeemable convertible preferred stock would have been entitled to be paid a liquidation preference amount, plus any dividends declared but unpaid before any payments to holders of Series A, B, C or D redeemable convertible preferred stock and common stock. If the assets of the Company were insufficient to make payment in full to all Series E redeemable convertible preferred stockholders, then the assets or consideration would have been distributed ratably among such holders in proportion to the full liquidation preference amounts to which the holders would otherwise have been entitled to. After the full payment of the liquidation preference to the holders of Series E redeemable convertible preferred stock, each holder of Series D redeemable convertible preferred stock would have been entitled to be paid a liquidation preference amount, plus any dividends declared but unpaid before any payments to holders of Series A, B or C redeemable convertible preferred stock and common stock. If the assets of the Company were insufficient to make payment in full to all Series D redeemable convertible preferred stockholders, then the assets or consideration would have been distributed ratably among such holders in proportion to the full liquidation preference amounts to which the holders would otherwise have been entitled to. After the full payment of the liquidation preference to the holders of Series D redeemable convertible preferred stock, each holder of Series A, B and C redeemable convertible preferred stock would have been entitled to be paid a liquidation preference amount, plus any dividends declared but unpaid before any payments to holders of common stock. If the assets of the Company were insufficient to make payment in full to all holders of Series A, B or C redeemable convertible preferred stock, then the assets or consideration would have been distributed ratably among such holders in proportion to the full liquidation preference amounts to which the holders would otherwise have been entitled to. After the payment of the full liquidation preference to holders of redeemable convertible preferred stock, the remaining assets of the Company legally available for distribution would have been distributed ratably to the holders of the common stock. Voting Each holder had the right to one vote for each share of common stock into which such redeemable convertible preferred stock would have been converted. So long as any shares of redeemable convertible preferred stock were outstanding, the Company was prohibited, without first obtaining the approval of more than 50% of the holders of redeemable convertible preferred stock then outstanding, voting together as a separate class to (a) amend certificate of incorporation in any way that would materially and adversely alter or change the rights, preferences, or privileges of the series preferred stock or (b) increase the total number of authorized shares of any Series Preferred stock. Additionally, the vote of at least a majority of the holders of Series D, E, F and G redeemable convertible preferred stock was needed to materially and adversely affect the rights of such holders of each series, including increasing or decreasing the number of authorized shares of Series D, E, F and G redeemable convertible preferred stock, as applicable. Redemption The redeemable convertible preferred shares were not mandatorily redeemable. Conversion |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock Warrant Liability Warrants to purchase shares of redeemable convertible preferred stock outstanding and exercisable are as follows (in thousands, except per share data): Dates Exercise Shares Outstanding at December 31, Initial Fair Value at December 31, Issuance Expiration Series 2021 2020 2021 2020 June 2017 June 2022 E 13.73 — 72 763 $ — $ 177 In July 2015, in connection with the issuance of convertible notes, the Company issued 869,842 redeemable convertible preferred stock warrants that were exercisable into Series D redeemable convertible preferred stock immediately, with $5.08 exercise price and expiration in five years. During the year ended December 31, 2020, warrants for 651,334 shares were exercised and none were outstanding at December 31, 2020. In June 2017, in connection with the issuance of convertible notes, the Company issued 108,145 redeemable convertible preferred stock warrants that were exercisable into Series E or the next round of redeemable convertible A summary of the Company’s redeemable convertible preferred stock are as follows: December 31, 2020 Series Shares Shares Carrying A 1,243,223 1,104,728 $ 2,781 B 1,841,805 1,543,804 5,404 C 1,564,851 1,564,851 7,073 D 8,245,295 7,547,542 36,879 E 8,825,653 8,414,496 115,229 F 5,263,157 5,226,981 76,488 Total 26,983,984 25,402,402 $ 243,854 Upon the completion of the Company’s IPO in September 2021, all 29,912,264 shares of its then-outstanding redeemable convertible preferred stock automatically converted into 29,912,264 shares of common stock and it reclassified $329.5 million of redeemable convertible preferred stock to additional paid-in capital on our condensed consolidated balance sheet. In July 2020, an aggregate of $1.5 million shares of redeemable convertible preferred stock was converted to common stock as requested by the holder. The corresponding carrying value was reclassified from redeemable convertible preferred stock to common stock and additional paid in capital. Series G Redeemable Convertible Preferred Stock In June 2021, the Company issued 4,447,530 shares of Series G redeemable convertible preferred stock for gross proceeds of $85.0 million. Issuance costs totaled $0.3 million and were recorded as an offset to gross proceeds. Series F Redeemable Convertible Preferred Stock In July and August 2020, the Company issued 5,226,969 shares of Series F redeemable convertible preferred stock for gross proceeds of $77.0 million. Issuance costs totaled $0.5 million and were recorded an offset to gross proceeds. A summary of the Company’s redeemable convertible preferred stock terms were as follows: Series Liquidation 8% Dividend Per Share A $ 2.5175 $ 0.2014 B 3.2376 0.2590 C 4.5600 0.3648 D 5.0825 0.4066 E 13.7275 1.0982 F 14.7279 1.1782 G 19.1116 1.5289 The Company recorded its redeemable convertible preferred stock at fair value on the dates of issuance, net of issuance costs. A redemption event would only occur upon the liquidation or winding up of the Company, a greater than 50% change in control, or sale of substantially all of the assets of the Company. As the redemption event was outside the control of the Company, all shares of redeemable convertible preferred stock were presented outside of permanent equity. Further, the Company had determined the carrying values of the redeemable convertible preferred stock should not be adjusted to the redemption value of such shares, since it was uncertain whether or when a redemption event would occur. Subsequent adjustments to increase the carrying values of the redeemable convertible preferred stock to the redemption values would have been made when it became probable that such redemption would occur. As of December 31, 2021, no shares of redeemable convertible preferred stock were outstanding, and as of December 31, 2020, it was not probable that such redemption would occur. Dividends The holders of the Series D, E, F and G redeemable convertible preferred stock, in preference to the holders of Series A, B and C redeemable convertible preferred stock and common stock, were entitled to receive noncumulative dividends at the rate of 8% per share of the original issuance price, when and as declared by the board of directors. After the payment of any dividends to holders of Series D, E, F and G redeemable convertible preferred stock, and in preference to the holders of common stock, the holders of Series A, B, and C redeemable convertible preferred stock would have been entitled to receive noncumulative dividends at the rate of 8% per share of the original issuance price, when and as declared by the board of directors. No dividends were declared and payable for the years ended December 31, 2021 and 2020. Liquidation In the event of any liquidation, dissolution, or winding-up of the Company, including a merger, acquisition, or sale of assets, as defined in the certificate of incorporation, each holder of Series G redeemable convertible preferred stock was entitled to receive a liquidation preference amount, plus any dividends declared but unpaid before any payments to holders of Series A, B, C, D, E or F redeemable convertible preferred stock and common stock. If the assets of the Company were insufficient to make payment in full to all Series G redeemable convertible preferred stockholders, then the assets or consideration would have been distributed ratably among such holders in proportion to the full liquidation preference amounts to which the holders would otherwise have been entitled to. After the full payment of the liquidation preference to the holders of Series G redeemable convertible preferred stock, each holder of Series F redeemable convertible preferred stock would have been entitled to be paid a liquidation preference amount, plus any dividends declared but unpaid before any payments to holders of Series A, B, C, D or E redeemable convertible preferred stock and common stock. If the assets of the Company were insufficient to make payment in full to all Series F redeemable convertible preferred stockholders, then the assets or consideration would have been distributed ratably among such holders in proportion to the full liquidation preference amounts to which the holders would otherwise have been entitled to. After the full payment of the liquidation preference to the holders of Series F redeemable convertible preferred stock, each holder of Series E redeemable convertible preferred stock would have been entitled to be paid a liquidation preference amount, plus any dividends declared but unpaid before any payments to holders of Series A, B, C or D redeemable convertible preferred stock and common stock. If the assets of the Company were insufficient to make payment in full to all Series E redeemable convertible preferred stockholders, then the assets or consideration would have been distributed ratably among such holders in proportion to the full liquidation preference amounts to which the holders would otherwise have been entitled to. After the full payment of the liquidation preference to the holders of Series E redeemable convertible preferred stock, each holder of Series D redeemable convertible preferred stock would have been entitled to be paid a liquidation preference amount, plus any dividends declared but unpaid before any payments to holders of Series A, B or C redeemable convertible preferred stock and common stock. If the assets of the Company were insufficient to make payment in full to all Series D redeemable convertible preferred stockholders, then the assets or consideration would have been distributed ratably among such holders in proportion to the full liquidation preference amounts to which the holders would otherwise have been entitled to. After the full payment of the liquidation preference to the holders of Series D redeemable convertible preferred stock, each holder of Series A, B and C redeemable convertible preferred stock would have been entitled to be paid a liquidation preference amount, plus any dividends declared but unpaid before any payments to holders of common stock. If the assets of the Company were insufficient to make payment in full to all holders of Series A, B or C redeemable convertible preferred stock, then the assets or consideration would have been distributed ratably among such holders in proportion to the full liquidation preference amounts to which the holders would otherwise have been entitled to. After the payment of the full liquidation preference to holders of redeemable convertible preferred stock, the remaining assets of the Company legally available for distribution would have been distributed ratably to the holders of the common stock. Voting Each holder had the right to one vote for each share of common stock into which such redeemable convertible preferred stock would have been converted. So long as any shares of redeemable convertible preferred stock were outstanding, the Company was prohibited, without first obtaining the approval of more than 50% of the holders of redeemable convertible preferred stock then outstanding, voting together as a separate class to (a) amend certificate of incorporation in any way that would materially and adversely alter or change the rights, preferences, or privileges of the series preferred stock or (b) increase the total number of authorized shares of any Series Preferred stock. Additionally, the vote of at least a majority of the holders of Series D, E, F and G redeemable convertible preferred stock was needed to materially and adversely affect the rights of such holders of each series, including increasing or decreasing the number of authorized shares of Series D, E, F and G redeemable convertible preferred stock, as applicable. Redemption The redeemable convertible preferred shares were not mandatorily redeemable. Conversion |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stockholders' Equity | Stockholder’s Equity 2021 Equity Incentive Award Plan In September 2021, the Company adopted the 2021 Equity Incentive Award Plan (the “2021 Plan”), which allows for the granting of stock options and stock purchase rights to the employees, members of the board of directors, and consultants of the Company. A total of 3,303,910 shares of common stock were initially reserved for issuance under the 2021 Plan. Options granted under the 2021 Plan may be either incentive stock options (“ISOs”) or nonqualified stock options (“NSOs”). ISOs may be granted only to the Company’s employees, including officers and directors who are also employees. NSOs may be granted to employees and consultants. Options under the 2021 Plan may be granted for periods of up to 10 years and at prices no less than 100% of the estimated fair value of the shares on the date of grant as determined by the board of directors, provided, however, that the exercise price of an ISO and NSO granted to a 10% shareholder shall not be less than 110% of the estimated fair value of the shares on the date of grant. Granted options for newly hired employees usually vest over four years monthly with a one-year cliff vesting, and follow-on options vest monthly over four years with no cliff vesting. Options granted to consultants have various vesting schedules depending on the underlying consulting arrangement and anticipated period of service. Granted restricted stock units usually vest over four years annually. As of December 31, 2021, there were 3.1 million shares are available for grant and 0.2 million awards outstanding under the 2021 Plan. 2008 Stock Plan The Company ceased making awards under the 2008 Stock Plan upon the effective date of the Company’s IPO. In 2008, the Company adopted the 2008 Stock Plan (the “2008 Plan”), which allows for the granting of stock options and stock purchase rights to the employees, members of the board of directors, and consultants of the Company. Options granted under the 2008 Plan may be either incentive stock options (“ISOs”) or nonqualified stock options (“NSOs”). ISOs may be granted only to the Company’s employees, including officers and directors who are also employees. NSOs may be granted to employees and consultants. Options granted under the 2008 Plan will start expiring in August 2021. Options outstanding under the 2008 Plan will expire upon forfeiture. As of December 31, 2021, 6.2 million options were outstanding under the 2008 Plan. A summary of the Company’s stock option activity and related information are as follows (options in thousands): Year Ended December 31, 2021 Options Price Outstanding, beginning of period 6,507 $ 3.94 Granted 1,551 8.82 Exercised (1,511) 2.77 Forfeited (182) 6.00 Outstanding, end of period 6,365 5.34 Vested and expected to vest 6,365 5.34 Exercisable 3,082 4.15 As of December 31, 2021, the aggregate pre-tax intrinsic value of options outstanding and exercisable was $64.3 million and options outstanding were $125.7 million. The aggregate pre-tax intrinsic value of options exercised was $10.9 million and $2.0 million during the years ended December 31, 2021 and 2020, respectively. The aggregate pre-tax intrinsic value was calculated as the difference between the exercise prices of the underlying options and the estimated fair value of the common stock on the date of exercise. The total fair value of options vested was $3.4 million and $1.6 million during the years ended December 31, 2021 and 2020, respectively. A summary of the Company’s restricted stock unit activity and related information are as follows (restricted stock units in thousands): Year Ended December 31, 2021 Restricted Stock Units Weighted-Average Fair Value Outstanding, beginning of period — $ — Awarded 35 34.78 Outstanding, end of period 35 34.78 As of December 31, 2021, the aggregate pre-tax intrinsic value of restricted stock units outstanding was $0.9 million, calculated based on the closing price of the Company’s common stock at the end of the period, and the weighted-average remaining contractual term was 3.6 years. 2021 Employee Stock Purchase Plan In September 2021, the Company adopted the 2021 Employee Stock Purchase Plan (the “2021 ESPP”). The 2021 ESPP became effective on the effective date of the IPO. A total of 412,988 shares were initially reserved for issuance under the 2021 ESPP. Additionally, the number of shares of common stock reserved for issuance under the 2021 ESPP will increase automatically each year, beginning on January 1, 2022, and continuing through and including January 1, 2031, by the lesser of (1) 1% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year; or (2) such lesser number as determined by the Company’s board of directors. The number of shares that may be issued under the 2021 ESPP shall not exceed a total of 10,526,315 shares. As of December 31, 2021, no shares have been issued under the 2021 ESPP. The Company estimates the fair value of stock-based compensation on the date of grant using the Black-Scholes option-pricing model. The Black-Scholes model determines the fair value of stock-based payment awards based on the fair market value of the Company’s common stock on the date of grant and is affected by assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the fair market value of the Company’s common stock, volatility over the expected term of the awards and actual and projected employee stock option exercise behaviors. The Company has opted to use the “simplified method” for estimating the expected term of options, whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the option. Due to the Company’s limited operating history and a lack of company specific historical and implied volatility data, the Company has based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. When selecting these public companies on which it has based its expected stock price volatility, the Company generally selected companies with comparable characteristics to it, including enterprise value, stages of clinical development, risk profiles, position within the industry and with historical share price information sufficient to meet the expected life of the stock-based awards. The historical volatility data was computed using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the share-based payments. The Company will continue to analyze the historical stock price volatility and expected term assumptions as more historical data for the Company’s common stock becomes available. The risk-free rate assumption is based on the U.S. Treasury instruments with maturities similar to the expected term of the Company’s stock options. The expected dividend assumption is based on the Company’s history of not paying dividends and its expectation that it will not declare dividends for the foreseeable future. Total stock-based compensation recognized, before taxes, are as follows (in thousands): Year Ended December 31, 2021 2020 Cost of sales $ 253 $ 80 Research and development 783 543 Sales, general and administrative 2,760 1,550 Total stock-based compensation $ 3,796 $ 2,173 The amount of unearned stock-based compensation related to unvested employee stock-based payment awards as of December 31, 2021 is $10.6 million. The weighted-average period over which the unearned stock-based compensation is expected to be recognized as of December 31, 2021 is 2.8 years. The fair value of the options granted to employees or directors was estimated as of the grant date using the Black-Scholes model assuming the weighted-average assumptions listed in the following table: Year Ended December 31, 2021 2020 Expected life (years) 6.0 6.0 Expected volatility 50 % 41 % Risk-free interest rate 1.0 % 0.9 % Expected dividend rate — % — % Weighted-average fair value $ 4.36 $ 1.95 The fair value of the options granted under the 2021 ESPP to employees was estimated as of the grant date using the Black-Scholes model assuming the weighted-average assumptions listed in the following table: Year Ended December 31, 2021 Expected life (years) 0.9 Expected volatility 50 % Risk-free interest rate 0.1 % Expected dividend rate — % Weighted-average fair value $ 8.44 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Guarantees and Indemnifications In the normal course of business, the Company enters into agreements that contain a variety of representations and provide for general indemnification. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. As of December 31, 2021, the Company does not have any material indemnification claims that were probable or reasonably possible and consequently has not recorded related liabilities. Facility Lease In July 2013, the Company entered into a three-year lease agreement for its current facility located in Redwood City, California. In 2018, the Company expanded the lease space and extended the lease agreement through October 2023. The lease agreement provides for an escalation of rent payments each year and the Company records rent expense on a straight-line basis over the term of the lease. Rent is payable monthly. As of December 31, 2021, the remaining future minimum lease payments under this lease is $4.5 million. In connection with the Company’s adoption of ASC Topic 842, Leases, on January 1, 2020, the Company recorded a right-of-use leased asset of $6.0 million and a corresponding lease liability of $7.4 million and derecognized a deferred rent obligation of $1.4 million. The Company used its borrowing rate of 10% as its discount rate and the remaining operating lease term was 3.8 years. The results for the year ended December 31, 2020 and subsequent periods are presented under Topic 842. Rent expense recognized under the lease, including additional rent charges for utilities, parking, maintenance and real estate taxes, was $2.7 million and $2.9 million for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the Company has future commitments of $54.5 million from debt repayments and office space under a non-cancelable operating lease expiring October 2023, respectively. Future minimum annual operating lease and debt repayments are as follows (in thousands): As of December 31, 2021 Minimum Lease Payments Debt Repayments Total 2022 $ 2,445 $ — $ 2,445 2023 2,092 12,500 14,592 2024 — 37,500 37,500 Total minimum payments 4,537 50,000 54,537 Less: amount representing interest/unamortized debt discount (441) 4 (437) Present value of future payments 4,096 50,004 54,100 Less: current portion (2,105) — (2,105) Non-current portion $ 1,991 $ 50,004 $ 51,995 As of December 31, 2021 and 2020, the Company’s security deposit is in the form of, and recorded as, restricted cash. On December 31, 2021, the Company entered into a lease for two existing buildings, comprising approximately 158,221 square feet of space, located in San Jose, California. The term of the lease is anticipated to commence no later than December 31, 2022, and continue for 122 months following the lease commencement, with two five year options to extend the term of the lease. The Lease provides for annual base rent of $4.3 million for the first year, which increases on a yearly basis up to $5.5 million for the tenth year, for an aggregate of $49.2 million. In January 2022, the Company issued a standby letter of credit to the landlord in the amount of $3.0 million as the security deposit for the lease. The standby letter of credit is secured by a $3.0 million bank deposit and will be recorded as restricted cash. Under the terms of the lease, the Company will receive an allowance of up to $7.9 million from the landlord to be applied to the Company’s construction of tenant improvements following the landlord’s delivery of the two buildings to the Company. The Company intends to relocate its operations to the facility in San Jose prior to the end of the term of the lease for its facility in Redwood City, California. |
Commitments and Contingencies | Commitments and Contingencies Guarantees and Indemnifications In the normal course of business, the Company enters into agreements that contain a variety of representations and provide for general indemnification. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. As of December 31, 2021, the Company does not have any material indemnification claims that were probable or reasonably possible and consequently has not recorded related liabilities. Facility Lease In July 2013, the Company entered into a three-year lease agreement for its current facility located in Redwood City, California. In 2018, the Company expanded the lease space and extended the lease agreement through October 2023. The lease agreement provides for an escalation of rent payments each year and the Company records rent expense on a straight-line basis over the term of the lease. Rent is payable monthly. As of December 31, 2021, the remaining future minimum lease payments under this lease is $4.5 million. In connection with the Company’s adoption of ASC Topic 842, Leases, on January 1, 2020, the Company recorded a right-of-use leased asset of $6.0 million and a corresponding lease liability of $7.4 million and derecognized a deferred rent obligation of $1.4 million. The Company used its borrowing rate of 10% as its discount rate and the remaining operating lease term was 3.8 years. The results for the year ended December 31, 2020 and subsequent periods are presented under Topic 842. Rent expense recognized under the lease, including additional rent charges for utilities, parking, maintenance and real estate taxes, was $2.7 million and $2.9 million for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the Company has future commitments of $54.5 million from debt repayments and office space under a non-cancelable operating lease expiring October 2023, respectively. Future minimum annual operating lease and debt repayments are as follows (in thousands): As of December 31, 2021 Minimum Lease Payments Debt Repayments Total 2022 $ 2,445 $ — $ 2,445 2023 2,092 12,500 14,592 2024 — 37,500 37,500 Total minimum payments 4,537 50,000 54,537 Less: amount representing interest/unamortized debt discount (441) 4 (437) Present value of future payments 4,096 50,004 54,100 Less: current portion (2,105) — (2,105) Non-current portion $ 1,991 $ 50,004 $ 51,995 As of December 31, 2021 and 2020, the Company’s security deposit is in the form of, and recorded as, restricted cash. On December 31, 2021, the Company entered into a lease for two existing buildings, comprising approximately 158,221 square feet of space, located in San Jose, California. The term of the lease is anticipated to commence no later than December 31, 2022, and continue for 122 months following the lease commencement, with two five year options to extend the term of the lease. The Lease provides for annual base rent of $4.3 million for the first year, which increases on a yearly basis up to $5.5 million for the tenth year, for an aggregate of $49.2 million. In January 2022, the Company issued a standby letter of credit to the landlord in the amount of $3.0 million as the security deposit for the lease. The standby letter of credit is secured by a $3.0 million bank deposit and will be recorded as restricted cash. Under the terms of the lease, the Company will receive an allowance of up to $7.9 million from the landlord to be applied to the Company’s construction of tenant improvements following the landlord’s delivery of the two buildings to the Company. The Company intends to relocate its operations to the facility in San Jose prior to the end of the term of the lease for its facility in Redwood City, California. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company did not record an income tax provision for both periods. Reconciliation between the tax provision computed at the federal statutory income tax rate and the Company's actual effective income tax rate are as follows: Year Ended December 31, 2021 2020 Federal statutory tax rate 21 % 21 % R&D tax credit 2 1 Stock-based compensation and other permanent differences — — Change in valuation allowance (23) (22) Total — % — % The Company’s income taxes are accounted for in accordance with authoritative guidance, which requires the use of the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based upon the difference between the consolidated financial statement carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply to taxable income in the years in which the differences are expected to be reversed. Significant components of net deferred tax assets are as follows (in thousands): December 31, 2021 2020 Deferred tax assets: Net operating losses $ 52,832 $ 42,331 Property and equipment 555 303 R&D tax credit 5,209 3,830 Stock-based compensation 717 490 Capitalized R&D expenses 6,268 3,109 Inventory 909 511 Lease liability 1,003 1,461 Accruals and reserves 1,418 1,144 Total deferred tax assets 68,911 53,179 Valuation allowance (68,046) (52,005) Net deferred tax assets 865 1,174 Deferred tax liabilities: Right-of-use assets (865) (1,174) Total deferred tax liabilities (865) (1,174) Net deferred tax assets $ — $ — The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets. Based on the Company's history of operating losses, the Company has concluded that it is more likely than not that the benefit of its deferred tax assets will not be realized. The valuation allowance increased by $16.0 million during the year ended December 31, 2021. As of December 31, 2021 and 2020, the Company has U.S. federal net operating loss (“NOL”) carryforwards of approximately $215.0 million and $170.8 million, respectively, expiring beginning 2028. As of December 31, 2021 and 2020, the Company has U.S. state and local NOL carryforwards of approximately $123.5 million and $100.7 million, respectively, expiring beginning 2028. As of December 31, 2021 and 2020, the Company has federal research and development credit carryforwards of approximately $4.2 million and $3.1 million, respectively, available to reduce future taxable income, if any. As of December 31, 2021 and 2020, the Company has California research and development credit carryforwards of approximately $3.4 million and $2.5 million, respectively, available to reduce future taxable income, if any. The federal research and development credit carryforwards expire beginning 2028 and California research and development credit carryforwards are indefinite. Internal Revenue Code section 382 places a limitation (the “Section 382 Limitation”) on the amount of taxable income that can be offset by net operating carryforwards after a change in control of a loss corporation. Generally, after a change in control, a loss corporation cannot deduct operating loss carryovers in excess of the Section 382 limitation. The Company has not performed an analysis to determine if a limitation applies and whether the limitation would cause the net operating losses to expire unutilized. The Company files federal, state, and foreign income tax returns. The tax periods 2008 through 2021 remain open in most jurisdictions. In addition, any tax losses that were generated in prior years and carried forward may also be subject to examination by respective authorities. The Company is not currently under examination by federal, state or foreign income tax authorities. In March 2020, the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was passed into law. The CARES Act includes several significant business tax provisions including modification to the taxable income limitation for utilization of NOLs incurred in 2020, 2019 and 2018, and the ability to carry back NOLs from those years for a period of up to five years, an increase to the limitation on deductibility of certain business interest expense, bonus depreciation for purchases of qualified improvement property and special deductions on certain corporate charitable contributions. The Company has analyzed the provision of the CARES Act and determined it did not have an impact on its consolidated financial statements due to the full valuation reserve. A reconciliation of the change in the unrecognized tax benefit during the year is as follows (in thousands): December 31, 2021 2020 Beginning of year $ 1,407 $ 986 Additions for tax positions related to: Current year 510 421 Prior years — — End of year $ 1,917 $ 1,407 As of December 31, 2021, the Company had a total of $1.9 million of gross unrecognized tax benefits, none of which would affect the effective tax rate upon realization. The Company currently has a full valuation allowance against its U.S. net deferred tax assets which would impact the timing of the effective tax rate benefit should any of these uncertain tax positions be favorably settled in the future. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of PreparationThe consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). These consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. |
Use of Estimates | Use of EstimatesThe preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts and disclosures reported in the consolidated financial statements. Management uses significant judgment when making estimates related to its common stock valuation in periods before the Company’s IPO and related stock-based compensation expense, right-of-use lease asset, lease liability, the valuations of the redeemable convertible preferred stock warrant liability and loan facility derivative liability, as well as certain accrued liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. |
Reverse Stock Split, Initial Public Offering and Par Value and Shares Authorized Change | Reverse Stock Split In September 2021, the Board of Directors and stockholders approved, and the Company filed, an amended and restated certificate of incorporation effecting a 1-for-4.75 reverse stock split of common stock and all redeemable convertible preferred stock. The par value of the common and redeemable convertible preferred stock was not adjusted as a result of the reverse stock split. All authorized, issued and outstanding common stock, redeemable convertible preferred stock, warrants for preferred stock, stock options and per share amounts contained in the financial statements have been retroactively adjusted to reflect this reverse stock split for all periods presented. Initial Public Offering In September 2021, the Company completed its IPO by issuing 6,556,000 shares of common stock, and the exercise of the underwriters option for 983,400 shares, at an offering price of $25.00 per share, for total net proceeds of approximately $172.4 million, after deducting underwriting discounts and commissions of $13.2 million and offering expenses of $2.9 million. Offering costs are capitalized, and consist of fees and expenses incurred in connection with the sale of common stock in its IPO, including legal, accounting, printing and other IPO-related costs. Upon completion of its IPO, these deferred offering costs were reclassified to stockholders’ equity and recorded against the proceeds from the offering. In addition, all 29,912,264 shares of its then-outstanding redeemable convertible preferred stock automatically converted into 29,912,264 shares of common stock and it reclassified $329.5 million of redeemable convertible preferred stock to additional paid-in capital on its consolidated balance sheet. Par Value and Shares Authorized Change In June 2021, the Board of Directors and stockholders approved, and the Company filed, an amended and restated certificate of incorporation effecting a change in par value from $0.001 to $0.00001 per share of common stock and all redeemable convertible preferred stock. All issued and outstanding common stock and redeemable convertible preferred stock contained in the financial statements have been retroactively corrected to reflect this immaterial change in par value for all periods presented. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents consist of cash in banks and highly liquid securities, which are readily convertible to cash, that mature within 90 days or less from the original date of purchase, to be cash equivalents, which include money market funds. Cash equivalents are considered available-for-sale marketable securities and are recorded at fair value, based on quoted market prices. Unrealized gains and losses are recorded in other comprehensive income (loss) and included as a separate component of stockholders’ equity (deficit). Restricted cash is related to the Company’s letter of credit for the lease of its corporate headquarters. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures certain financial assets and liabilities at fair value on a recurring basis, including cash and cash equivalents, and accounts receivable, accounts payable and accrued liabilities, which approximate fair value due to their relatively short maturities as well as the redeemable convertible preferred stock warrant liability and loan facility derivative liability. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value: Level 1- Observable inputs such as quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2- Other inputs that are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant inputs are observable in the market or can be derived from observable market data. Level 3- Unobservable inputs that are supported by little or no market activities, which would require the Company to develop its own assumptions. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents and, to a lesser extent, accounts receivable. The Company believes that credit risk in its accounts receivable is mitigated by its credit evaluation process, relatively short collection terms and diversity of its customer base. The Company generally does not require collateral and losses on accounts receivable have historically been within management’s expectations. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company provides for uncollectible accounts receivable by recording an allowance for doubtful accounts for balances deemed uncollectible. The Company evaluates the collectability of its accounts receivable based on known collection risks and historical experience. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations to the Company (e.g., bankruptcy filings, substantial downgrading of credit ratings), the Company records a specific allowance for bad debts against amounts due to reduce the carrying amount of accounts receivable to the amount it reasonably believes will be collected. The Company has not experienced any significant collection issues and the allowance for doubtful accounts has not been material. |
Inventory | Inventory Inventories are valued at the lower of cost, computed on a first-in, first-out basis, or net realizable value. The allocation of production overhead to inventory costs is based on normal production capacity. Abnormal amounts of idle facility expense, freight, handling costs, and consumption are expensed as incurred, and not included in overhead. The Company maintains provisions for excess and obsolete inventory based on management’s estimates of forecasted demand and, where applicable, product expiration. The Company has initiated voluntary recalls for a limited number of handpieces due to certain issues related to supply chain and manufacturing processes, of which the provision recognized was not material. |
Property and Equipment and Intangible Assets | Property and Equipment and Intangible Assets Property and equipment and intangible assets are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization for property and equipment are determined using the straight-line method over the estimated useful lives of the respective assets, generally three |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets consist primarily of property and equipment and intangible assets, net, and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require that a long-lived asset be tested for possible impairment, the Company compares the undiscounted cash flows expected to be generated by the asset group to the carrying amount of the asset group. If the carrying amount of the long-lived asset is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. The Company determines fair value using the income approach based on the present value of expected future cash flows or other appropriate measures of estimated fair value. The Company’s cash flow assumptions consider historical and forecasted revenue and operating costs and other relevant factors. During the years ended December 31, 2021 and 2020, the Company has not recorded impairment charges on its long-lived assets. |
Deferred Offering Costs | Deferred Offering CostsThe Company capitalizes, within other assets, certain legal, accounting and other third-party fees that are directly related to the Company’s in-process equity financings, including its recent initial public offering, until such financings are consummated. After consummation of the equity financing, these costs are recorded to additional paid in capital as a reduction of the proceeds received as a result of the offering. Should a planned equity financing be abandoned, terminated or significantly delayed, the deferred offering costs are immediately written off to operating expenses. |
Deferred Revenue | Deferred Revenue The timing of revenue recognition may differ from the timing of invoicing to customers. The Company records deferred revenue when revenue will be recognized subsequent to invoicing. Service agreements are generally invoiced annually at the beginning of each coverage period and recorded as deferred revenue and recognized as revenue ratably over the coverage period. Deferred revenue that will be recognized during the 12 months following the balance sheet date is recorded as the current portion of deferred revenue, and the remaining portion, if any, would be recorded as non-current. |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred StockThe Company records redeemable convertible preferred stock at fair value on the date of issuance, net of issuance costs. The redeemable convertible preferred stock is recorded outside of permanent equity because it contains liquidation features that are not solely within the Company’s control. The Company determined that the carrying values of the redeemable convertible preferred stock should not be adjusted to the liquidation preferences because it is uncertain whether or when an event would occur that would obligate the Company to pay the liquidation preferences to holders of shares of redeemable convertible preferred stock. Subsequent adjustments to the carrying values of the redeemable convertible preferred stock to the liquidation preferences will be made only when it is probable that the redeemable convertible preferred stock will become redeemable. |
Redeemable Convertible Preferred Stock Warrant Liability | Redeemable Convertible Preferred Stock Warrant LiabilityThe Company has issued freestanding warrants to purchase shares of redeemable convertible preferred stock to investors in connection with sales of certain of its redeemable convertible preferred stock. The Company classified these warrants as a derivative liability because they create a conditional obligation for the Company to repurchase its own shares for cash or other assets. The fair value of the warrants are recorded on the consolidated balance sheets at the issuance of the warrants and remeasured to fair value at each financial reporting date. The changes in the fair value of the warrants are recorded in the statement of operations as a component of interest and other income or expense as appropriate. |
Loan Facility Derivative Liability | Loan Facility Derivative Liability The Company has determined that its obligation to pay success fees to a lender upon a successful liquidation event or achieving a revenue target represents freestanding financial instruments. The instruments are classified as a non-current liability in the consolidated balance sheets and are subject to remeasurement at each financial reporting date. Any change in fair value was recognized through other income (expense) in the consolidated statements of operations and comprehensive loss. |
Leases | Leases For agreements with a term of more than 12 months, the Company determines if the agreement contains a lease at inception. Operating lease liabilities represent an obligation to make lease payments arising from the lease agreement. Operating lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the remaining lease term. In determining the present value of lease payments, the Company estimates its incremental borrowing rate as the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term, of an amount equal to the lease payments in a similar economic environment. Operating lease liabilities are included in the Company’s consolidated balance sheet. Right-of-use assets represent our right to use an underlying asset for the lease term and are classified as non-current assets. Lease expense is recognized on a straight-line basis over the expected lease term in the Company’s consolidated statements of operations and comprehensive loss. The Company has not elected to separate lease and non-lease components for any leases within its existing classes of assets and, as a result, records a right-of-use asset and lease liability based on the present value of the future minimum lease payments over the term at commencement date. Variable lease payments are expensed as incurred. The Company has also elected to not apply the recognition requirement to any leases within its existing classes of assets with a term of 12 months or less and does not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. |
Leases | The Company has lessor arrangements with customers for a fixed monthly fee with no non-lease components, typically for 3-12 months. These arrangements are accounted for as an operating lease in accordance with ASC 842. These arrangements and related revenue are immaterial to the periods presented. |
Revenue Recognition | Revenue Recognition Revenue is derived primarily from the sales of the AquaBeam ® Robotic Systems, and handpieces that are for one-time use during each surgery using the AquaBeam Robotic System. The AquaBeam Robotic System contains both software and non-software components that are delivered together as a single product and generally contain a one-year warranty. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), the Company performs the following five steps: (i) identify the contract 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 Company satisfies the performance obligations. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct based on the contract. The contracts are typically in the form of an agreement and a purchase order from the customer. The Company’s AquaBeam Robotic System sales generally contain multiple products and services and can include a combination of the following performance obligations: robotic system, handpieces and consumables, and service. The Company determines the transaction price it expects to be entitled to in exchange for transferring the promised product to the customer, which is based on the invoiced price for the products. All prices are at fixed amounts per the sales agreement with the customer and there are generally no discounts, rebates or other price concessions or a right of return, once the agreement is signed. For multiple-element arrangements, revenue is allocated to each performance obligation based on its relative standalone selling price. Standalone selling prices are based on observable prices at which the Company separately sells the products or services. If a standalone selling price is not directly observable, then the Company estimates the standalone selling price considering market conditions and entity-specific factors including, but not limited to, features and functionality of the products and services, geographies, and type of customer. The Company regularly reviews standalone selling prices and updates these estimates as necessary. The Company recognizes revenue as the performance obligations are satisfied by transferring control of the product or service to a customer. The Company generally recognizes revenue for the performance obligations at the following points in time: AquaBeam Robotic Systems - For systems (including system components and system accessories) sold directly to end customers, revenue is recognized when the Company transfers control to the customer, which is generally at the time of delivery. Systems rented for a fixed monthly fee during an evaluation period, typically 3-12 months, are recognized as revenue straight-line during the lease term, in accordance with ASC 842, and are not material. For systems sold following an evaluation period, revenue is recognized generally once sales terms are mutually agreed (as the system is already installed at the customer site). For systems sold through distributors, revenue is recognized generally at the time of delivery. The Company’s system arrangements generally do not provide a right of return. The systems are generally covered by a one-year service agreement included in the warranty. The service agreements have a stand alone selling price and are typically recognized as deferred revenue and amortized over the one-year service period. Hand pieces and other consumables - Revenue from sales of handpieces and other consumables is recognized when control is transferred to the customers, which generally occurs at the time of shipment but also occurs at the time of delivery. Service - Service revenue, inclusive of the amounts associated with the AquaBeam Robotic System warranties, is recognized over the term of the service period, as the customer benefits from the services throughout the service period. The Company has determined that certain promises in the multiple-element arrangements, such as installation, training and certain ancillary products, are immaterial, and/or do not represent separate performance obligations for which transaction price is allocated. The timing of revenue recognition may differ from the timing of invoicing to customers. The Company records deferred revenue when revenue is recognized subsequent to invoicing, such as service contracts, which are recognized ratably as revenue over the performance period. The Company’s typical payment terms are between approximately 30 to 90 days. The Company expenses shipping and handling costs as incurred and includes them in the cost of sales. In those cases where shipping and handling costs are billed to customers, the Company classifies the amounts billed as a component of revenue. Taxes collected from customers and remitted to governmental authorities are excluded from revenue. The Company expenses any incremental costs of obtaining a contract, including but not limited to, sales commissions, as and when incurred as the expected amortization period of the incremental costs would have been less than one year and are reported in selling, general and administrative expense in the statements of operations and comprehensive loss. |
Cost of Sales | Cost of Sales Cost of sales consists primarily of manufacturing overhead costs, material costs and direct labor, including stock-based compensation. A significant portion of the Company’s cost of sales currently consists of manufacturing overhead costs. These overhead costs include the cost of quality assurance, material procurement, inventory control, facilities, equipment and operations supervision and management. Cost of sales also includes depreciation expense for production equipment, |
Research and Development | Research and DevelopmentResearch and development costs are expensed as incurred. Research and development costs consist primarily of engineering, product development, and regulatory affairs, consulting services, materials, depreciation and other costs associated with products and technologies being developed, including employee and non-employee compensation, stock-based compensation, supplies, quality assurance expenses, related travel expenses and facilities expenses. |
Share-Based Compensation | Stock-Based Compensation The Company maintains an equity incentive plan to provide long-term incentives for employees, consultants and members of the board of directors. The plan allows for the issuance of non-statutory and incentive stock options to employees and non-statutory stock options to consultants and non-employee directors. The Company is required to determine the fair value of equity incentive awards and recognize compensation expense for all equity incentive awards made to employees and directors, including employee stock options. Stock-based compensation expense is recognized over the requisite service period in the statements of operations and comprehensive loss. The Company uses the straight-line method for expense attribution. The valuation model used for calculating the fair value of awards for stock-based compensation expense is the Black-Scholes option-pricing model (the “Black-Scholes model”). The Black-Scholes model requires the Company to make assumptions and judgments about the variables used in the calculation, including the fair value of the Company’s common stock, the expected term (weighted-average period of time that the options granted are expected to be outstanding), the expected volatility of common stock, an assumed risk-free interest rate and an expected dividend rate. The fair value of the Company’s common stock underlying the stock options has historically been determined by the Company’s board of directors (“Board”). Because there was no public market for the Company’s common stock prior to the IPO, the Board determined the fair value of the Company’s common stock at the time of grant of the option by considering a number of objective and subjective factors, including valuations of comparable companies, sales of the Company’s redeemable convertible preferred stock, operating and financial performance and the general and industry-specific economic outlook. The Company uses the “simplified method” to determine the expected term of the stock option. Expected volatility is based on an average of the historical volatilities of the common stock of publicly-traded companies with characteristics similar to those of the Company. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected term of the option. The Company has elected to account for forfeitures when they occur. |
Common Stock Valuation | Common Stock Valuation The Company’s intent has been to grant all options with an exercise price not less than the fair value of its common stock underlying those options on the date of grant. Prior to its IPO, the Company has determined the estimated fair value of its common stock at each valuation date in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the “Practice Aid”). The Company’s board of directors, with the assistance of management, developed these valuations using significant judgment and taking into account numerous factors, including: • valuations of its common stock with the assistance of independent third-party valuation specialists; • the stage of development and business strategy, including the status of research and development efforts, of its products and product candidates, and the material risks related to its business and industry; • the results of operations and financial position, including its levels of available capital resources; • the valuation of publicly traded companies in the life sciences and medical device sectors, as well as recently completed mergers and acquisitions of peer companies; • the prices of its redeemable convertible preferred stock sold to investors in arm’s length transactions and the rights, preferences, and privileges of its redeemable convertible preferred stock relative to those of its common stock; • the likelihood of achieving a liquidity event for the holders of its common stock, such as an initial public offering or a sale of the Company given prevailing market conditions; • the inability of the Company’s stockholders to freely trade its common stock in the public markets, resulting in a discount to reflect the lack of marketability of the Company’s common stock based on the weighted-average expected time to liquidity. • trends and developments in its industry; and • external market conditions affecting the life sciences and medical device industry sectors. The Company’s board of directors determined the fair value of its common stock by first determining the enterprise value of the Company’s business using the market approach, income approach or from the value implied by the latest round of equity financing, and then allocating the value among the various classes of its equity securities to derive a per share value of its common stock. The Practice Aid identifies various available methods for allocating enterprise value across classes and series of capital stock to determine the estimated fair value of common stock at each valuation date. |
Advertising Expenses | Advertising Expenses The Company expenses the costs of advertising, including promotional expenses, as incurred. Advertising expenses were not significant. |
Defined Contribution Plan | Defined Contribution Plan The Company has a defined contribution retirement savings plan under Section 401(k) of the Internal Revenue Code. This plan allows eligible employees to defer a portion of their annual compensation on a pre-tax basis. The Company is authorized to make matching contributions but has not made such contributions for the years ended December 31, 2021 and 2020. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates that will be in effect when the differences are expected to reverse. Valuation allowances against deferred tax assets are established when necessary to reduce deferred tax assets to the amounts expected to be realized. Currently, the Company has recorded a full valuation allowance against its deferred tax assets and there is no provision for income taxes, as the Company has incurred operating losses to-date. The Company’s policy is to record interest and penalties related to uncertain tax positions as a component of income tax expense in the statement of operations. To date, there have been no interest or penalties charged in relation to the unrecognized tax benefits. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock and common stock equivalent shares from dilutive stock options and common stock warrants outstanding during the period. Because the Company has reported a net loss for all periods presented, diluted net loss per share is the same as basic net loss per share for those periods as all potentially dilutive securities were antidilutive in those periods. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss consists of net loss and changes in unrealized gains and losses on cash equivalents and available-for-sale marketable securities. Accumulated other comprehensive income (loss) is presented in the accompanying balance sheets, when applicable. |
Segment, Geographical and Customer Concentration | Segment, Geographical and Customer Concentration The Company operates as a single operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, reviews financial information on an aggregate basis for the purposes of allocating resources and evaluating financial performance. The Company’s assets are primarily based in the United States. |
Jobs Act Accounting Election | JOBS Act Accounting Election The Company is an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to avail itself of this exemption and, therefore, for new or revised accounting standards applicable to public companies, the Company will be subject to an extended transition period until those standards would otherwise apply to private companies. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-4, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-4”). The amendments in ASU 2020-4 provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. These amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. These amendments are effective for all entities as of March 12, 2020 through December 31, 2022. The Company is currently evaluating the impact of the adoption of ASU 2020-4 on its consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires an entity to utilize a new impairment model known as the current expected credit loss (“CECL”) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial assets and certain other instruments, including but not limited to available-for-sale debt securities. Credit losses relating to available-for-sale debt securities will be recorded through an allowance for credit losses rather than as a direct write-down to the security. ASU 2016-13 requires a cumulative effect adjustment to the balance sheet as of the beginning of the first reporting period in which the guidance is effective. In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842): Effective Dates, which defers the effective date of ASU 2016-13 to fiscal years beginning after December 15, 2022 for all entities except SEC reporting companies that are not smaller reporting companies. ASU 2016-13 will be effective for the Company beginning January 1, 2023. The Company is currently evaluating the impact of the adoption of ASU 2016-13 on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), which simplifies the accounting for income taxes, primarily by eliminating certain exceptions to ASC 740. This standard is effective for fiscal periods beginning after December 15, 2021, and for fiscal years beginning after December 15, 2020 for public business entities. The Company adopted ASU 2019-12, effective January 1, 2021, and the adoption did not have a material impact on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following is a summary of assets and liabilities measured at fair value on a recurring basis (in thousands): December 31, 2021 2020 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Cash and cash equivalents: Cash $ 13,621 $ — $ — $ 13,621 $ 1,502 $ — $ — $ 1,502 Cash equivalents 290,699 — — 290,699 98,628 — — 98,628 Total cash and cash equivalents $ 304,320 $ — $ — $ 304,320 $ 100,130 $ — $ — $ 100,130 Preferred stock warrant liability $ — $ — $ — $ — $ — $ — $ 177 $ 177 Loan facility derivative liability $ — $ — $ 1,496 $ 1,496 $ — $ — $ 1,782 $ 1,782 |
Redeemable Convertible Preferred Stock Warrants | The following table sets forth a summary of the changes in the estimated fair value of the Company’s redeemable convertible preferred stock warrants, which represents financial instruments with valuations classified as Level 3. When a determination is made to classify a financial instrument within Level 3, the determination is based upon the significance of the unobservable inputs to the overall fair value measurement. However, Level 3 financial instruments typically include, in addition to the unobservable inputs, observable inputs (that is, components that are actively quoted and can be validated to external sources). Accordingly, the gain or loss in the table below includes changes in fair value due in part to observable factors that are part of the Level 3 methodology recognized in the statement of operations as a component of interest and other income or expense as appropriate (in thousands): Year Ended December 31, 2021 2020 Beginning of the period $ 177 $ 870 Exercised (113) (508) Cancelled (16) — Change in fair value (48) (185) End of the period $ — $ 177 Warrants to purchase shares of redeemable convertible preferred stock outstanding and exercisable are as follows (in thousands, except per share data): Dates Exercise Shares Outstanding at December 31, Initial Fair Value at December 31, Issuance Expiration Series 2021 2020 2021 2020 June 2017 June 2022 E 13.73 — 72 763 $ — $ 177 |
Schedule of Valuation Assumptions | The fair value of the redeemable convertible preferred stock warrant liability was determined using the Black-Scholes option pricing model using the following assumptions: Year Ended December 31, 2020 Expected life (years) 1.7 Expected volatility 68 % Risk-free interest rate 0.1 % Expected dividend rate — % |
Schedule of Derivative Liabilities at Fair Value | The following table sets forth a summary of the changes in the estimated fair value of the Company’s loan facility derivative liability, classified as Level 3 (in thousands): Year Ended December 31, 2021 2020 Beginning of the period $ 1,782 $ 1,482 Issued — — Payment of success fee (150) — Change in fair value $ (136) $ 300 End of the period $ 1,496 $ 1,782 |
Revenue from External Customers by Products and Services | The following table presents revenue disaggregated by type and geography (in thousands): Year Ended December 31, 2021 2020 U.S. System sales and rentals $ 19,375 $ 2,334 Handpieces and other consumables 8,893 1,699 Service 680 67 Total U.S. revenue 28,948 4,100 Outside of U.S. System sales and rentals 2,493 1,824 Handpieces and other consumables 2,634 1,722 Service 398 71 Total outside of U.S. revenue 5,525 3,617 Total revenue $ 34,473 $ 7,717 |
Schedule of Earnings Per Share, Basic | Net loss per share was determined as follows (in thousands, except per share amounts): Year Ended December 31, 2021 2020 Net loss $ (59,853) $ (53,019) Weighted-average common stock outstanding 16,480 3,663 Net loss per share, basic and diluted $ (3.63) $ (14.47) |
Schedule of Earnings Per Share, Diluted | Net loss per share was determined as follows (in thousands, except per share amounts): Year Ended December 31, 2021 2020 Net loss $ (59,853) $ (53,019) Weighted-average common stock outstanding 16,480 3,663 Net loss per share, basic and diluted $ (3.63) $ (14.47) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive securities outstanding have been excluded from the computations of weighted-average shares outstanding because such securities have an antidilutive impact due to losses reported (in common stock equivalent shares, in thousands): December 31, 2021 2020 Redeemable convertible preferred stock outstanding — 25,402 Redeemable convertible preferred stock warrants — 72 Common stock warrants — — Common stock options 6,365 6,507 Restricted stock units 35 — Employee stock purchase plan 193 — Total 6,593 31,981 |
Revenue from External Customers by Geographic Areas | The following table presents revenue disaggregated by type and geography (in thousands): Year Ended December 31, 2021 2020 U.S. System sales and rentals $ 19,375 $ 2,334 Handpieces and other consumables 8,893 1,699 Service 680 67 Total U.S. revenue 28,948 4,100 Outside of U.S. System sales and rentals 2,493 1,824 Handpieces and other consumables 2,634 1,722 Service 398 71 Total outside of U.S. revenue 5,525 3,617 Total revenue $ 34,473 $ 7,717 The following table presents revenue by significant geographical locations outside the United States for the periods presented: Year Ended December 31, 2021 2020 Germany * 31 % * Less than 10% of total net revenues for the period indicated. |
Composition of Certain Consol_2
Composition of Certain Consolidated Financial Statement Items (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Inventory | Inventory (in thousands): December 31, 2021 2020 Raw materials $ 6,740 $ 2,647 Work-in-process 905 51 Finished goods 5,502 4,226 Total inventory $ 13,147 $ 6,924 |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets (in thousands): December 31, 2021 2020 Insurance $ 2,333 $ 124 Inventory 830 553 Software 428 375 Rent 253 245 Other 398 356 Total prepaid expenses and other current assets $ 4,242 $ 1,653 |
Property and Equipment, net | Property and Equipment, Net (in thousands): December 31, 2021 2020 Laboratory, manufacturing and computer equipment, and furniture and fixtures $ 2,874 $ 2,645 Rental equipment 1,082 1,247 Leasehold improvements 4,941 4,941 Evaluation units 2,842 4,229 Total property and equipment 11,739 13,062 Less: accumulated depreciation and amortization (6,694) (4,788) Total property and equipment, net $ 5,045 $ 8,274 |
Other Current Liabilities | Other Current Liabilities (in thousands): December 31, 2021 2020 Accrued purchases 1,105 432 Customer deposit 741 — Professional services 600 339 Sales tax 515 302 Interest 405 403 Travel expenses 281 138 Clinical trial expenses 183 47 Other 778 316 Total other current liabilities $ 4,608 $ 1,977 |
Schedule of Interest and Other Income (Expense), net | Interest and Other Income (Expense), net (in thousands): Year Ended December 31, 2021 2020 Interest income $ 76 $ 184 Decrease in fair value of preferred stock warrants 64 185 Decrease (increase) in fair value of loan facility derivative liability 135 (300) Other (154) (25) Total interest and other income, net $ 121 $ 44 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock Warrant Liability (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | The following table sets forth a summary of the changes in the estimated fair value of the Company’s redeemable convertible preferred stock warrants, which represents financial instruments with valuations classified as Level 3. When a determination is made to classify a financial instrument within Level 3, the determination is based upon the significance of the unobservable inputs to the overall fair value measurement. However, Level 3 financial instruments typically include, in addition to the unobservable inputs, observable inputs (that is, components that are actively quoted and can be validated to external sources). Accordingly, the gain or loss in the table below includes changes in fair value due in part to observable factors that are part of the Level 3 methodology recognized in the statement of operations as a component of interest and other income or expense as appropriate (in thousands): Year Ended December 31, 2021 2020 Beginning of the period $ 177 $ 870 Exercised (113) (508) Cancelled (16) — Change in fair value (48) (185) End of the period $ — $ 177 Warrants to purchase shares of redeemable convertible preferred stock outstanding and exercisable are as follows (in thousands, except per share data): Dates Exercise Shares Outstanding at December 31, Initial Fair Value at December 31, Issuance Expiration Series 2021 2020 2021 2020 June 2017 June 2022 E 13.73 — 72 763 $ — $ 177 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Redeemable Convertible Preferred Stock | A summary of the Company’s redeemable convertible preferred stock are as follows: December 31, 2020 Series Shares Shares Carrying A 1,243,223 1,104,728 $ 2,781 B 1,841,805 1,543,804 5,404 C 1,564,851 1,564,851 7,073 D 8,245,295 7,547,542 36,879 E 8,825,653 8,414,496 115,229 F 5,263,157 5,226,981 76,488 Total 26,983,984 25,402,402 $ 243,854 A summary of the Company’s redeemable convertible preferred stock terms were as follows: Series Liquidation 8% Dividend Per Share A $ 2.5175 $ 0.2014 B 3.2376 0.2590 C 4.5600 0.3648 D 5.0825 0.4066 E 13.7275 1.0982 F 14.7279 1.1782 G 19.1116 1.5289 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity and Related Information | A summary of the Company’s stock option activity and related information are as follows (options in thousands): Year Ended December 31, 2021 Options Price Outstanding, beginning of period 6,507 $ 3.94 Granted 1,551 8.82 Exercised (1,511) 2.77 Forfeited (182) 6.00 Outstanding, end of period 6,365 5.34 Vested and expected to vest 6,365 5.34 Exercisable 3,082 4.15 |
Schedule of Restricted Stock Unit Activity | A summary of the Company’s restricted stock unit activity and related information are as follows (restricted stock units in thousands): Year Ended December 31, 2021 Restricted Stock Units Weighted-Average Fair Value Outstanding, beginning of period — $ — Awarded 35 34.78 Outstanding, end of period 35 34.78 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | Total stock-based compensation recognized, before taxes, are as follows (in thousands): Year Ended December 31, 2021 2020 Cost of sales $ 253 $ 80 Research and development 783 543 Sales, general and administrative 2,760 1,550 Total stock-based compensation $ 3,796 $ 2,173 |
Schedule of Fair Value Assumptions | The fair value of the options granted to employees or directors was estimated as of the grant date using the Black-Scholes model assuming the weighted-average assumptions listed in the following table: Year Ended December 31, 2021 2020 Expected life (years) 6.0 6.0 Expected volatility 50 % 41 % Risk-free interest rate 1.0 % 0.9 % Expected dividend rate — % — % Weighted-average fair value $ 4.36 $ 1.95 The fair value of the options granted under the 2021 ESPP to employees was estimated as of the grant date using the Black-Scholes model assuming the weighted-average assumptions listed in the following table: Year Ended December 31, 2021 Expected life (years) 0.9 Expected volatility 50 % Risk-free interest rate 0.1 % Expected dividend rate — % Weighted-average fair value $ 8.44 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future minimum lease payments | Future minimum annual operating lease and debt repayments are as follows (in thousands): As of December 31, 2021 Minimum Lease Payments Debt Repayments Total 2022 $ 2,445 $ — $ 2,445 2023 2,092 12,500 14,592 2024 — 37,500 37,500 Total minimum payments 4,537 50,000 54,537 Less: amount representing interest/unamortized debt discount (441) 4 (437) Present value of future payments 4,096 50,004 54,100 Less: current portion (2,105) — (2,105) Non-current portion $ 1,991 $ 50,004 $ 51,995 |
Schedule of Maturities of Long-term Debt | Future minimum annual operating lease and debt repayments are as follows (in thousands): As of December 31, 2021 Minimum Lease Payments Debt Repayments Total 2022 $ 2,445 $ — $ 2,445 2023 2,092 12,500 14,592 2024 — 37,500 37,500 Total minimum payments 4,537 50,000 54,537 Less: amount representing interest/unamortized debt discount (441) 4 (437) Present value of future payments 4,096 50,004 54,100 Less: current portion (2,105) — (2,105) Non-current portion $ 1,991 $ 50,004 $ 51,995 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | Reconciliation between the tax provision computed at the federal statutory income tax rate and the Company's actual effective income tax rate are as follows: Year Ended December 31, 2021 2020 Federal statutory tax rate 21 % 21 % R&D tax credit 2 1 Stock-based compensation and other permanent differences — — Change in valuation allowance (23) (22) Total — % — % |
Schedule of Deferred Tax Assets and Liabilities | Significant components of net deferred tax assets are as follows (in thousands): December 31, 2021 2020 Deferred tax assets: Net operating losses $ 52,832 $ 42,331 Property and equipment 555 303 R&D tax credit 5,209 3,830 Stock-based compensation 717 490 Capitalized R&D expenses 6,268 3,109 Inventory 909 511 Lease liability 1,003 1,461 Accruals and reserves 1,418 1,144 Total deferred tax assets 68,911 53,179 Valuation allowance (68,046) (52,005) Net deferred tax assets 865 1,174 Deferred tax liabilities: Right-of-use assets (865) (1,174) Total deferred tax liabilities (865) (1,174) Net deferred tax assets $ — $ — |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the change in the unrecognized tax benefit during the year is as follows (in thousands): December 31, 2021 2020 Beginning of year $ 1,407 $ 986 Additions for tax positions related to: Current year 510 421 Prior years — — End of year $ 1,917 $ 1,407 |
Organization (Details)
Organization (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Subsidiary, Sale of Stock [Line Items] | |||
Cash and cash equivalents | $ 304,320 | $ 100,130 | |
Accumulated deficit | $ 261,521 | $ 201,668 | |
IPO | Common Stock | |||
Initial Public Offering | |||
Sale of stock, consideration received on transaction | $ 172,400 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 12 Months Ended | |||
Sep. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($)$ / shares | Aug. 31, 2020USD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | May 31, 2021$ / shares | |
Subsidiary, Sale of Stock [Line Items] | ||||||
Reverse stock split, conversion ratio | 0.2105 | |||||
Payments for underwriting discount and commissions | $ | $ 13,200 | |||||
Payments of stock issuance costs | $ | $ 2,900 | $ 290 | $ 496 | $ 16,121 | ||
Convertible preferred stock, shares, number of shares issued upon conversion (in shares) | 29,912,264 | |||||
Conversion of redeemable convertible preferred stock to common stock upon initial public offering | $ | $ 329,534 | $ 9,520 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.001 | |
Preferred Stock, shares authorized (in shares) | 10,000,000 | 0 | ||||
Common stock, shares authorized (in shares) | 300,000,000 | 40,000,000 | ||||
Preferred Stock, par value (in dollars per share) | $ / shares | $ 0.00001 | |||||
Issuance upon exercise of warrants (in shares) | 62,000 | 651,000 | ||||
Impairment of long-lived assets | $ | $ 0 | $ 0 | ||||
Deferred offering costs | $ | $ 0 | $ 0 | ||||
Product warranty period (in years) | 1 year | |||||
Service agreement, amortization period | 1 year | |||||
Series E, Redeemable Convertible Preferred Stock | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Warrants outstanding (in shares) | 0 | 72,000 | ||||
Additional Paid-in Capital | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Conversion of redeemable convertible preferred stock to common stock upon initial public offering | $ | $ 329,500 | $ 329,534 | $ 9,520 | |||
Common stock warrants | Series E, Redeemable Convertible Preferred Stock | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Issuance upon exercise of warrants (in shares) | 62,454 | 62,454 | 0 | |||
Warrants outstanding (in shares) | 0 | |||||
Minimum | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Useful life (in years) | 3 years | |||||
Lessor, operating lease term (in months) | 3 months | |||||
Minimum | AquaBeam Robotic Systems | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Lessor, operating lease term (in months) | 3 months | |||||
Maximum | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Useful life (in years) | 5 years | |||||
Lessor, operating lease term (in months) | 12 months | |||||
Maximum | AquaBeam Robotic Systems | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Lessor, operating lease term (in months) | 12 months | |||||
Common Stock | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Share price (in dollars per share) | $ / shares | $ 25 | |||||
Common Stock | IPO | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of stock, number of shares issued in transaction (in shares) | 6,556,000 | |||||
Sale of stock, consideration received on transaction | $ | $ 172,400 | |||||
Common Stock | Over-Allotment Option | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of stock, number of shares issued in transaction (in shares) | 983,400 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||
Total cash and cash equivalents | $ 304,320 | $ 100,130 |
Preferred stock warrant liability | 0 | 177 |
Fair Value, Measurements, Recurring | ||
Subsidiary, Sale of Stock [Line Items] | ||
Cash | 13,621 | 1,502 |
Cash equivalents | 290,699 | 98,628 |
Total cash and cash equivalents | 304,320 | 100,130 |
Preferred stock warrant liability | 0 | 177 |
Loan facility derivative liability | 1,496 | 1,782 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | ||
Subsidiary, Sale of Stock [Line Items] | ||
Cash | 13,621 | 1,502 |
Cash equivalents | 290,699 | 98,628 |
Total cash and cash equivalents | 304,320 | 100,130 |
Preferred stock warrant liability | 0 | 0 |
Loan facility derivative liability | 0 | 0 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | ||
Subsidiary, Sale of Stock [Line Items] | ||
Cash | 0 | 0 |
Cash equivalents | 0 | 0 |
Total cash and cash equivalents | 0 | 0 |
Preferred stock warrant liability | 0 | 0 |
Loan facility derivative liability | 0 | 0 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 | ||
Subsidiary, Sale of Stock [Line Items] | ||
Cash | 0 | 0 |
Cash equivalents | 0 | 0 |
Total cash and cash equivalents | 0 | 0 |
Preferred stock warrant liability | 0 | 177 |
Loan facility derivative liability | $ 1,496 | $ 1,782 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Fair Value Rollforward (Details) - Redeemable convertible preferred stock outstanding - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning of the period | $ 177 | $ 870 |
Exercised | (113) | (508) |
Cancelled | (16) | 0 |
Change in fair value | (48) | (185) |
End of the period | $ 0 | $ 177 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Redeemable Convertible Preferred Stock Assumptions (Details) - Redeemable convertible preferred stock outstanding | 12 Months Ended |
Dec. 31, 2020 | |
Subsidiary, Sale of Stock [Line Items] | |
Expected life (years) | 1 year 8 months 12 days |
Expected volatility | |
Subsidiary, Sale of Stock [Line Items] | |
Measurement input, percent | 0.68 |
Risk-free interest rate | |
Subsidiary, Sale of Stock [Line Items] | |
Measurement input, percent | 0.001 |
Expected dividend rate | |
Subsidiary, Sale of Stock [Line Items] | |
Measurement input, percent | 0 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Loan Facility Derivative Liability (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Loan Facility | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Trailing twelve month revenue target | $ 200,000 | |
Fee on first installment drawn | 1,000 | |
Fee if first two installments drawn | 2,000 | |
Fee if first three installments drawn | 2,400 | |
Fee if all four installments are drawn | 3,000 | |
Derivative liability, loan facility | 1,400 | |
Fair Value, Inputs, Level 3 | Fair Value, Measurements, Recurring | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Beginning of the period | 1,782 | $ 1,482 |
Issued | 0 | 0 |
Payment of success fee | (150) | 0 |
Change in fair value | (136) | 300 |
End of the period | $ 1,496 | $ 1,782 |
Fair Value, Inputs, Level 3 | Valuation Technique, Discounted Cash Flow | Fair Value, Measurements, Recurring | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash flow discount | 0.10 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Revenue by Type and Geographic Location (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 34,473 | $ 7,717 |
U.S. | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 28,948 | 4,100 |
U.S. | System sales and rentals | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 19,375 | 2,334 |
U.S. | Handpieces and other consumables | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 8,893 | 1,699 |
U.S. | Service | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 680 | 67 |
Outside of U.S. | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 5,525 | 3,617 |
Outside of U.S. | System sales and rentals | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 2,493 | 1,824 |
Outside of U.S. | Handpieces and other consumables | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 2,634 | 1,722 |
Outside of U.S. | Service | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 398 | $ 71 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Earning Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Net loss | $ (59,853) | $ (53,019) |
Weighted-average common stock outstanding, basic (in shares) | 16,480 | 3,663 |
Weighted-average common stock outstanding, diluted (in shares) | 16,480 | 3,663 |
Net loss per share, basic (in dollars per share) | $ (3.63) | $ (14.47) |
Net loss per share, diluted (in dollars per share) | $ (3.63) | $ (14.47) |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 6,593,000 | 31,981,000 |
Redeemable convertible preferred stock outstanding | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 0 | 25,402,000 |
Redeemable convertible preferred stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 0 | 72,000 |
Common stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 0 | 0 |
Common stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 6,365,000 | 6,507,000 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 35,000 | 0 |
Employee stock purchase plan | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 193,000 | 0 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Significant Geographical Locations Outside the United States (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue Benchmark | Geographic Concentration Risk | Germany | |
Disaggregation of Revenue [Line Items] | |
Revenue by significant geographical locations outside the United States | 31.00% |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Customer Concentration (Details) - Accounts Receivable - Customer Concentration Risk | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Customer 1 | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 11.00% | 22.00% |
Customer 2 | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 13.00% |
Composition of Certain Consol_3
Composition of Certain Consolidated Financial Statement Items - Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 6,740 | $ 2,647 |
Work-in-process | 905 | 51 |
Finished goods | 5,502 | 4,226 |
Total inventory | $ 13,147 | $ 6,924 |
Composition of Certain Consol_4
Composition of Certain Consolidated Financial Statement Items - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Insurance | $ 2,333 | $ 124 |
Inventory | 830 | 553 |
Software | 428 | 375 |
Rent | 253 | 245 |
Other | 398 | 356 |
Total prepaid expenses and other current assets | $ 4,242 | $ 1,653 |
Composition of Certain Consol_5
Composition of Certain Consolidated Financial Statement Items - Property and Equipment, net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 11,739 | $ 13,062 |
Less: accumulated depreciation and amortization | (6,694) | (4,788) |
Total property and equipment, net | 5,045 | 8,274 |
Laboratory, manufacturing and computer equipment, and furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,874 | 2,645 |
Rental equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,082 | 1,247 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 4,941 | 4,941 |
Evaluation units | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 2,842 | $ 4,229 |
Composition of Certain Consol_6
Composition of Certain Consolidated Financial Statement Items - Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued purchases | $ 1,105 | $ 432 |
Customer deposit | 741 | 0 |
Professional services | 600 | 339 |
Sales tax | 515 | 302 |
Interest | 405 | 403 |
Travel expenses | 281 | 138 |
Clinical trial expenses | 183 | 47 |
Other | 778 | 316 |
Other current liabilities | $ 4,608 | $ 1,977 |
Composition of Certain Consol_7
Composition of Certain Consolidated Financial Statement Items - Interest and Other Income (Expense), net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Interest income | $ 76 | $ 184 |
Decrease in fair value of preferred stock warrants | 64 | 185 |
Decrease (increase) in fair value of loan facility derivative liability | 135 | (300) |
Other | (154) | (25) |
Total interest and other income, net | $ 121 | $ 44 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Payments to acquire intangible assets | $ 2.5 | ||
Accumulated amortization | $ 0.8 | ||
Expected annual rate per year | 0.3 | ||
Amortization expense | $ 0.3 | $ 0.3 |
Loan Facility (Details)
Loan Facility (Details) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021USD ($) | Jan. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2019USD ($)installment | Jun. 30, 2021USD ($) | Dec. 31, 2021USD ($) | Mar. 31, 2021USD ($) | |
Line of Credit Facility [Line Items] | |||||||
Gain (loss) on amendment of debt terms | $ 0 | ||||||
Loan Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Trailing twelve month revenue target | 200,000 | ||||||
Fee on first installment drawn | 1,000 | ||||||
Fee if first two installments drawn | 2,000 | ||||||
Fee if first three installments drawn | 2,400 | ||||||
Fee if all four installments are drawn | $ 3,000 | ||||||
Loan Facility | Line of Credit | Line of Credit | |||||||
Line of Credit Facility [Line Items] | |||||||
Loan facility, maximum borrowing capacity | $ 75,000 | ||||||
Number of installments | installment | 4 | ||||||
Facility interest rate at period end (percent) | 9.37% | ||||||
Facility term (in years) | 60 months | ||||||
Interest only period | 36 months | 24 months | |||||
Principal and interest period (in months) | 24 months | 36 months | |||||
Covenant compliance, IPO capital raised in threshold amount | $ 50,000 | ||||||
Covenant compliance, IPO capital raised in threshold amount achieved, extended interest only period (in months) | 12 months | ||||||
Covenant compliance, revenue forecast for commensurate period, percent | 70.00% | ||||||
Covenant compliance, revenue forecast amount, first two installments only | $ 15,000 | ||||||
Covenant compliance, revenue forecast amount, first three installments only | 20,000 | ||||||
Covenant compliance, revenue forecast amount, all installments | $ 25,000 | ||||||
Final payment fee, percentage | 6.00% | ||||||
Commitment fee percentage | 0.25% | ||||||
Early repayment fee first twelve month, percent | 3.00% | ||||||
Early repayment fee second twelve month period, percent | 2.00% | ||||||
Early repayment fee, twenty four months thereafter, percent | 1.00% | ||||||
Trailing twelve month revenue target | $ 200,000 | ||||||
Fee on first installment drawn | 1,000 | ||||||
Fee if first two installments drawn | 2,000 | ||||||
Fee if first three installments drawn | 2,400 | ||||||
Fee if all four installments are drawn | $ 3,000 | ||||||
Loan Facility | Line of Credit | Base Rate | Line of Credit | |||||||
Line of Credit Facility [Line Items] | |||||||
Facility base interest rate (percent) | 7.17% | ||||||
Loan Facility | Line of Credit | London Interbank Offered Rate (LIBOR) | Line of Credit | |||||||
Line of Credit Facility [Line Items] | |||||||
Facility interest, spread on base rate | 2.20% | ||||||
Loan Facility, Tranche One | Line of Credit | Line of Credit | |||||||
Line of Credit Facility [Line Items] | |||||||
Proceeds from long-term lines of credit | $ 25,000 | ||||||
Loan Facility, Tranche Two | Line of Credit | Line of Credit | |||||||
Line of Credit Facility [Line Items] | |||||||
Proceeds from long-term lines of credit | $ 25,000 | ||||||
Loan Facility, Tranche Three | Line of Credit | Line of Credit | |||||||
Line of Credit Facility [Line Items] | |||||||
Current borrowing amount | $ 10,000 | ||||||
Trailing six months revenue target | $ 6,400 | $ 20,000 | |||||
Loan Facility, Tranche Four | Line of Credit | Line of Credit | |||||||
Line of Credit Facility [Line Items] | |||||||
Current borrowing amount | $ 15,000 | ||||||
Trailing six months revenue target | $ 25,000 | ||||||
Extended interest only period (in months) | 12 months | ||||||
Extended principal and interest period (in months) | 24 months |
Redeemable Convertible Prefer_5
Redeemable Convertible Preferred Stock Warrant Liability - Schedule of Warrants to Purchase Shares of Redeemable Convertible Preferred Stock (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2017 | Jul. 31, 2015 |
Class of Warrant or Right [Line Items] | ||||
Convertible preferred stock warrant liability | $ 0 | $ 177,000 | ||
Series E, Redeemable Convertible Preferred Stock | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price of warrants (in dollars per share) | $ 13.73 | |||
Warrants outstanding (in shares) | 0 | 72,000 | ||
Convertible preferred stock warrant liability | $ 0 | $ 177,000 | $ 763,000 |
Redeemable Convertible Prefer_6
Redeemable Convertible Preferred Stock Warrant Liability - Narrative (Details) - $ / shares | 1 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2017 | Jul. 31, 2015 | |
Class of Warrant or Right [Line Items] | |||||
Issuance upon exercise of warrants (in shares) | 62,000 | 651,000 | |||
Series D, Redeemable Convertible Preferred Stock | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants exercised for redeemable convertible preferred stock (in shares) | 869,842 | ||||
Exercise price of warrants (in dollars per share) | $ 5.08 | ||||
Warrant term (in years) | 5 years | ||||
Series D, Redeemable Convertible Preferred Stock | Common stock warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Issuance upon exercise of warrants (in shares) | 651,334 | ||||
Warrants outstanding (in shares) | 0 | ||||
Series E, Redeemable Convertible Preferred Stock | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants exercised for redeemable convertible preferred stock (in shares) | 108,145 | ||||
Exercise price of warrants (in dollars per share) | $ 13.73 | ||||
Warrants outstanding (in shares) | 0 | 72,000 | |||
Series E, Redeemable Convertible Preferred Stock | Common stock warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Issuance upon exercise of warrants (in shares) | 62,454 | 62,454 | 0 | ||
Warrants outstanding (in shares) | 0 |
Redeemable Convertible Prefer_7
Redeemable Convertible Preferred Stock - Schedule of Temporary Equity by Stock (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2020 | Dec. 31, 2019 |
Temporary Equity [Line Items] | ||||
Shares Authorized (in shares) | 0 | 26,983,984 | ||
Shares Issued (in shares) | 0 | 25,402,402 | ||
Shares Outstanding (in shares) | 0 | 25,402,402 | 20,998,000 | |
Carrying Value | $ 0 | $ 243,854 | $ 173,068 | |
Series A | ||||
Temporary Equity [Line Items] | ||||
Shares Authorized (in shares) | 1,243,223 | |||
Shares Issued (in shares) | 1,104,728 | |||
Shares Outstanding (in shares) | 1,104,728 | |||
Carrying Value | $ 2,781 | |||
Series B | ||||
Temporary Equity [Line Items] | ||||
Shares Authorized (in shares) | 1,841,805 | |||
Shares Issued (in shares) | 1,543,804 | |||
Shares Outstanding (in shares) | 1,543,804 | |||
Carrying Value | $ 5,404 | |||
Series C | ||||
Temporary Equity [Line Items] | ||||
Shares Authorized (in shares) | 1,564,851 | |||
Shares Issued (in shares) | 1,564,851 | |||
Shares Outstanding (in shares) | 1,564,851 | |||
Carrying Value | $ 7,073 | |||
Series D | ||||
Temporary Equity [Line Items] | ||||
Shares Authorized (in shares) | 8,245,295 | |||
Shares Issued (in shares) | 7,547,542 | |||
Shares Outstanding (in shares) | 7,547,542 | |||
Carrying Value | $ 36,879 | |||
Series E | ||||
Temporary Equity [Line Items] | ||||
Shares Authorized (in shares) | 8,825,653 | |||
Shares Issued (in shares) | 8,414,496 | |||
Shares Outstanding (in shares) | 8,414,496 | |||
Carrying Value | $ 115,229 | |||
Series F | ||||
Temporary Equity [Line Items] | ||||
Shares Authorized (in shares) | 5,263,157 | |||
Shares Issued (in shares) | 5,226,981 | 5,226,969 | ||
Shares Outstanding (in shares) | 5,226,981 | |||
Carrying Value | $ 76,488 |
Redeemable Convertible Prefer_8
Redeemable Convertible Preferred Stock - Narrative (Details) $ in Thousands | 1 Months Ended | 2 Months Ended | 12 Months Ended | |||
Sep. 30, 2021USD ($)shares | Jun. 30, 2021USD ($)shares | Jul. 31, 2020USD ($) | Aug. 31, 2020USD ($)shares | Dec. 31, 2021USD ($)$ / sharescustomershares | Dec. 31, 2020USD ($)shares | |
Temporary Equity [Line Items] | ||||||
Convertible preferred stock, shares, number of shares issued upon conversion (in shares) | shares | 29,912,264 | |||||
Conversion of redeemable convertible preferred stock to common stock upon initial public offering | $ 329,534 | $ 9,520 | ||||
Shares Issued (in shares) | shares | 0 | 25,402,402 | ||||
Stock issuance costs | $ 2,900 | $ 290 | $ 496 | $ 16,121 | ||
8% Dividend Per Share | $ / shares | 0.08 | |||||
Dividends declared and payable | $ 0 | $ 0 | ||||
Common stock voting rights, number of votes (per share) | customer | 1 | |||||
Additional Paid-in Capital | ||||||
Temporary Equity [Line Items] | ||||||
Conversion of redeemable convertible preferred stock to common stock upon initial public offering | $ 329,500 | $ 329,534 | $ 9,520 | |||
Common Stock | ||||||
Temporary Equity [Line Items] | ||||||
Conversion of redeemable convertible preferred stock to common stock upon initial public offering | $ 1,500 | |||||
Series G | ||||||
Temporary Equity [Line Items] | ||||||
Shares Issued (in shares) | shares | 4,447,530 | |||||
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs | $ 85,000 | |||||
Stock issuance costs | $ 300 | |||||
8% Dividend Per Share | $ / shares | 1.5289 | |||||
Series F | ||||||
Temporary Equity [Line Items] | ||||||
Shares Issued (in shares) | shares | 5,226,969 | 5,226,981 | ||||
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs | $ 77,000 | |||||
Stock issuance costs | $ 500 | |||||
8% Dividend Per Share | $ / shares | 1.1782 |
Redeemable Convertible Prefer_9
Redeemable Convertible Preferred Stock - Schedule of Liquidation Preference (Details) | 12 Months Ended |
Dec. 31, 2021$ / shares | |
Temporary Equity [Line Items] | |
8% Dividend Per Share | 0.08 |
Series A | |
Temporary Equity [Line Items] | |
Liquidation preference per share (in dollars per share) | $ 2.5175 |
8% Dividend Per Share | 0.2014 |
Series B | |
Temporary Equity [Line Items] | |
Liquidation preference per share (in dollars per share) | $ 3.2376 |
8% Dividend Per Share | 0.2590 |
Series C | |
Temporary Equity [Line Items] | |
Liquidation preference per share (in dollars per share) | $ 4.5600 |
8% Dividend Per Share | 0.3648 |
Series D | |
Temporary Equity [Line Items] | |
Liquidation preference per share (in dollars per share) | $ 5.0825 |
8% Dividend Per Share | 0.4066 |
Series E | |
Temporary Equity [Line Items] | |
Liquidation preference per share (in dollars per share) | $ 13.7275 |
8% Dividend Per Share | 1.0982 |
Series F | |
Temporary Equity [Line Items] | |
Liquidation preference per share (in dollars per share) | $ 14.7279 |
8% Dividend Per Share | 1.1782 |
Series G | |
Temporary Equity [Line Items] | |
Liquidation preference per share (in dollars per share) | $ 19.1116 |
8% Dividend Per Share | 1.5289 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangements | |||
Options outstanding and exercisable, aggregate intrinsic value | $ 64.3 | ||
Options outstanding, aggregate intrinsic value | 125.7 | ||
Options exercised in the period, intrinsic value | 10.9 | $ 2 | |
Options vested in the period, fair value | $ 3.4 | $ 1.6 | |
Common stock, shares issued (in shares) | 43,676,000 | 4,713,000 | |
Unrecognized compensation cost | $ 10.6 | ||
Average vesting period for unrecognized compensation cost | 2 years 9 months 18 days | ||
Common stock options | |||
Share-based Compensation Arrangements | |||
Options outstanding (in shares) | 6,365,000 | 6,507,000 | |
Restricted stock units | |||
Share-based Compensation Arrangements | |||
Intrinsic value of RSU's outstanding | $ 0.9 | ||
Remaining contractual term (in years) | 3 years 7 months 6 days | ||
2021 Equity Incentive Award Plan | |||
Share-based Compensation Arrangements | |||
Common stock reserved for future issuance (in shares) | 3,303,910 | ||
2021 Equity Incentive Award Plan | Employee stock purchase plan | |||
Share-based Compensation Arrangements | |||
Award vesting period (in years) | 4 years | ||
Award cliff vesting period (in years) | 1 year | ||
Shares available for grant (in shares) | 3,100,000 | ||
Options outstanding (in shares) | 200,000 | ||
2021 Equity Incentive Award Plan | Incentive stock options and nonqualified stock options | Minimum | |||
Share-based Compensation Arrangements | |||
Purchase price of common stock, percent | 110.00% | ||
2021 Equity Incentive Award Plan | Incentive stock options and nonqualified stock options | Minimum | Shareholder of Ten Percent Ownership or Greater | |||
Share-based Compensation Arrangements | |||
Ownership interest, percent | 10.00% | ||
2021 Equity Incentive Award Plan | Follow-On Options | |||
Share-based Compensation Arrangements | |||
Award vesting period (in years) | 4 years | ||
2021 Equity Incentive Award Plan | Common stock options | |||
Share-based Compensation Arrangements | |||
Award contractual life (in years) | 10 years | ||
Purchase price of common stock, percent | 100.00% | ||
2021 Equity Incentive Award Plan | Restricted stock units | |||
Share-based Compensation Arrangements | |||
Award vesting period (in years) | 4 years | ||
2008 Stock Plan | Common stock options | |||
Share-based Compensation Arrangements | |||
Options outstanding (in shares) | 6,200,000 | ||
2021 Employee Stock Purchase Plan | |||
Share-based Compensation Arrangements | |||
Common stock reserved for future issuance (in shares) | 412,988 | ||
Common stock, shares issued (in shares) | 0 | ||
2021 Employee Stock Purchase Plan | Forecast | |||
Share-based Compensation Arrangements | |||
Percentage of outstanding stock maximum | 1.00% | ||
2021 Employee Stock Purchase Plan | Maximum | |||
Share-based Compensation Arrangements | |||
Common stock reserved for future issuance (in shares) | 10,526,315 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Stock Option Activity (Details) - Common stock options | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Number of Options | |
Balance at the beginning of the period (in shares) | shares | 6,507,000 |
Granted (in shares) | shares | 1,551,000 |
Exercised (in shares) | shares | (1,511,000) |
Forfeited (in shares) | shares | (182,000) |
Balance at the end of the period (in shares) | shares | 6,365,000 |
Vested and expected to vest (in shares) | shares | 6,365,000 |
Exercisable (in shares) | shares | 3,082,000 |
Exercise Price | |
Balance at the beginning of the period (in dollars per share) | $ / shares | $ 3.94 |
Granted (in dollars per share) | $ / shares | 8.82 |
Exercised (in dollars per share) | $ / shares | 2.77 |
Forfeited (in dollars per share) | $ / shares | 6 |
Balance at the end of the period (in dollars per share) | $ / shares | 5.34 |
Vested and expected to vest (in dollars per share) | $ / shares | 5.34 |
Exercisable (in dollars per share) | $ / shares | $ 4.15 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Share Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | $ 3,796 | $ 2,173 |
Cost of sales | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | 253 | 80 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | 783 | 543 |
Sales, general and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | $ 2,760 | $ 1,550 |
Stockholders' Equity - Schedu_3
Stockholders' Equity - Schedule of Restricted Stoc Unit Activity (Details) - Restricted stock units shares in Thousands | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Restricted Stock Units | |
Outstanding, beginning of period (in shares) | shares | 0 |
Award (in shares) | shares | 35 |
Outstanding, end of period (in shares) | shares | 35 |
Weighted-Average Fair Value | |
Outstanding, beginning of period (in dollars per share) | $ / shares | $ 0 |
Awarded (in dollars per share) | $ / shares | 34.78 |
Outstanding, endof period (in dollars per share) | $ / shares | $ 34.78 |
Stockholders' Equity - Fair Val
Stockholders' Equity - Fair Value Assumptions (Details) - Common stock options - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangements | ||
Expected life (years) | 6 years | 6 years |
Expected volatility | 50.00% | 41.00% |
Risk-free interest rate | 1.00% | 0.90% |
Expected dividend rate | 0.00% | 0.00% |
Weighted-average fair value (in dollars per share) | $ 4.36 | $ 1.95 |
2021 Employee Stock Purchase Plan | ||
Share-based Compensation Arrangements | ||
Expected life (years) | 10 months 24 days | |
Expected volatility | 50.00% | |
Risk-free interest rate | 0.10% | |
Expected dividend rate | 0.00% | |
Weighted-average fair value (in dollars per share) | $ 8.44 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Thousands | Dec. 31, 2021USD ($)buildingrenewalOptionft² | Dec. 31, 2021USD ($)buildingft² | Dec. 31, 2020USD ($) | Jan. 31, 2022USD ($) | Jan. 01, 2020USD ($) | Jul. 31, 2013 |
Guarantor Obligations | ||||||
Total minimum payments | $ 4,537 | $ 4,537 | ||||
Operating lease right-of-use assets, net | 3,279 | 3,279 | $ 4,641 | |||
Operating lease liability | $ 4,096 | $ 4,096 | ||||
Weighted average discount rate | 10.00% | 10.00% | ||||
Weighted average remaining operating lease term (in years) | 3 years 9 months 18 days | |||||
Rent expense | $ 2,700 | $ 2,900 | ||||
Total minimum payments | $ 54,537 | 54,537 | ||||
Subsequent Event | Standby Letters of Credit | ||||||
Guarantor Obligations | ||||||
Standby letter of credit amount | $ 3,000 | |||||
Restricted Cash Noncurrent | Subsequent Event | ||||||
Guarantor Obligations | ||||||
Deposit with bank related to standby letter of credit, recorded as restricted cash | $ 3,000 | |||||
Building | ||||||
Guarantor Obligations | ||||||
Operating lease liability | $ 49,200 | $ 49,200 | ||||
Number of buildings | building | 2 | 2 | ||||
Number of square feet of space | ft² | 158,221 | 158,221 | ||||
Operating lease term (in months) | 122 months | 122 months | ||||
Number of renewal options | renewalOption | 2 | |||||
Operating lease renewal term (in years) | 5 years | 5 years | ||||
Annual base rent year one | $ 4,300 | $ 4,300 | ||||
Annual base rent year ten | 5,500 | 5,500 | ||||
Receivable allowance for tenant improvements | 7,900 | 7,900 | ||||
Cumulative Effect, Period of Adoption, Adjusted Balance | Accounting Standards Update 2016-02 | ||||||
Guarantor Obligations | ||||||
Operating lease right-of-use assets, net | $ 6,000 | |||||
Operating lease liability | 7,400 | |||||
Deferred rent obligation | $ 1,400 | |||||
Redwood City, CA | ||||||
Guarantor Obligations | ||||||
Total minimum payments | $ 4,500 | $ 4,500 | ||||
Operating lease term (in months) | 3 years |
Commitments and Contingencies_2
Commitments and Contingencies - Future Minimum Lease Payments and Long-Term Debt Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Minimum Lease Payments | ||
2022 | $ 2,445 | |
2023 | 2,092 | |
2024 | 0 | |
Total minimum payments | 4,537 | |
Less: amount representing interest/unamortized debt discount | (441) | |
Present value of future payments | 4,096 | |
Less: current portion | (2,105) | $ (1,708) |
Non-current portion | 1,991 | 4,096 |
Debt Repayments | ||
2022 | 0 | |
2023 | 12,500 | |
2024 | 37,500 | |
Total minimum payments | 50,000 | |
Less: amount representing interest/unamortized debt discount | 4 | |
Present value of future payments | 50,004 | |
Less: current portion | 0 | (4,551) |
Note payable – non-current portion | 50,004 | $ 44,407 |
Total | ||
2022 | 2,445 | |
2023 | 14,592 | |
2024 | 37,500 | |
Total minimum payments | 54,537 | |
Less: amount representing interest/unamortized debt discount | (437) | |
Present value of future payments | 54,100 | |
Less: current portion | (2,105) | |
Non-current portion | $ 51,995 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Income tax provision | $ 0 | $ 0 | |
Valuation allowance, DTA increase in the period | 16,000,000 | ||
Operating Loss Carryforwards [Line Items] | |||
Accrued interest or penalties related to uncertain tax positions | 0 | ||
Valuation allowance, DTA increase in the period | 16,000,000 | ||
Unrecognized tax benefits | 1,917,000 | 1,407,000 | $ 986,000 |
U.S. Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 215,000,000 | 170,800,000 | |
U.S. Federal | Research and development credit carryforwards | Internal Revenue Service (IRS) | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carryforward, amount | 4,200,000 | 3,100,000 | |
U.S. State and Local | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 123,500,000 | 100,700,000 | |
U.S. State and Local | Research and development credit carryforwards | California Franchise Tax Board | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carryforward, amount | $ 3,400,000 | $ 2,500,000 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory tax rate | 21.00% | 21.00% |
R&D tax credit | 2.00% | 1.00% |
Change in valuation allowance | (23.00%) | (22.00%) |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating losses | $ 52,832 | $ 42,331 |
Property and equipment | 555 | 303 |
R&D tax credit | 5,209 | 3,830 |
Stock-based compensation | 717 | 490 |
Capitalized R&D expenses | 6,268 | 3,109 |
Inventory | 909 | 511 |
Lease liability | 1,003 | 1,461 |
Accruals and reserves | 1,418 | 1,144 |
Total deferred tax assets | 68,911 | 53,179 |
Valuation allowance | (68,046) | (52,005) |
Net deferred tax assets | 865 | 1,174 |
Deferred tax liabilities: | ||
Right-of-use assets | (865) | (1,174) |
Total deferred tax liabilities | $ (865) | $ (1,174) |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Beginning of year | $ 1,407 | $ 986 |
Additions for tax positions related to: | ||
Current year | 510 | 421 |
End of year | $ 1,917 | $ 1,407 |