Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 02, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | AUGMEDIX, INC. | |
Trading Symbol | AUGX | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 37,398,187 | |
Amendment Flag | false | |
Entity Central Index Key | 0001769804 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-56036 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 83-3299164 | |
Entity Address, Address Line One | 111 Sutter Street | |
Entity Address, Address Line Two | Suite 1300 | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94104 | |
City Area Code | (888) | |
Local Phone Number | 669-4885 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 36,652 | $ 41,255 |
Restricted cash | 125 | 125 |
Accounts receivable, net of allowance for doubtful accounts of $52 and $64 at March 31, 2022 and December 31, 2021, respectively | 4,209 | 7,178 |
Prepaid expenses and other current assets | 1,680 | 1,868 |
Total current assets | 42,666 | 50,426 |
Property and equipment, net | 1,259 | 982 |
Restricted cash - noncurrent | 207 | 207 |
Operating lease right of use asset | 2,074 | |
Deposits | 68 | 68 |
Total assets | 46,274 | 51,683 |
Current liabilities: | ||
Loan payable, current portion | 3,000 | 1,500 |
Accounts payable | 1,401 | 1,365 |
Accrued expenses and other current liabilities | 2,905 | 4,259 |
Deferred revenue | 5,261 | 6,238 |
Lease liability, current portion | 853 | |
Customer deposits | 632 | 632 |
Total current liabilities | 14,052 | 13,994 |
Lease liability, net of current portion | 1,562 | |
Loan Liability | 11,988 | 13,337 |
Deferred rent, net of current portion | 273 | |
Other liabilities | 496 | 395 |
Total liabilities | 28,098 | 27,999 |
Commitments and contingencies (Note 9) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value; 10,000,000 authorized, no shares issued and outstanding | ||
Common stock, $0.0001 par value; 500,000,000 shares authorized; 37,411,487 and 37,387,472 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 4 | 4 |
Additional paid-in capital | 125,916 | 125,479 |
Accumulated deficit | (107,665) | (101,729) |
Accumulated other comprehensive loss | (79) | (70) |
Total stockholders’ equity | 18,176 | 23,684 |
Total liabilities and stockholders’ equity | $ 46,274 | $ 51,683 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts (in Dollars) | $ 52 | $ 64 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 37,411,487 | 37,387,472 |
Common stock, shares outstanding | 37,411,487 | 37,387,472 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | $ 6,985 | $ 4,790 |
Cost of revenues | 3,872 | 2,665 |
Gross profit | 3,113 | 2,125 |
Operating expenses: | ||
General and administrative | 4,047 | 3,529 |
Sales and marketing | 2,231 | 1,574 |
Research and development | 2,280 | 1,426 |
Total operating expenses | 8,558 | 6,529 |
Loss from operations | (5,445) | (4,404) |
Other income (expenses): | ||
Interest expense | (601) | (691) |
Interest income | 5 | 4 |
Other income | 105 | 187 |
Total other expenses, net | (491) | (500) |
Net loss | (5,936) | (4,904) |
Other comprehensive (loss) income: | ||
Foreign exchange translation adjustment | (9) | 3 |
Total comprehensive loss | $ (5,945) | $ (4,901) |
Net loss per share of common stock, basic and diluted (in Dollars per share) | $ (0.16) | $ (0.18) |
Weighted average shares of common stock outstanding, basic and diluted (in Shares) | 37,395,974 | 26,861,112 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Convertible Preferred Stock and Changes in Stockholders’ (Deficit) Equity (Unaudited) - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total |
Balance at Dec. 31, 2020 | $ 3 | $ 87,051 | $ (83,878) | $ (52) | $ 3,124 |
Balance (in Shares) at Dec. 31, 2020 | 26,859,850 | ||||
Issuance of common stock warrants | 395 | 395 | |||
Issuance of common stock in connection with exercise of warrants | 4 | 4 | |||
Issuance of common stock in connection with exercise of warrants (in Shares) | 4,208 | ||||
Stock-based compensation expense | 384 | 384 | |||
Foreign currency translation adjustment | 3 | 3 | |||
Net loss | (4,904) | (4,904) | |||
Balance at Mar. 31, 2021 | $ 3 | 87,834 | (88,782) | (49) | (994) |
Balance (in Shares) at Mar. 31, 2021 | 26,864,058 | ||||
Balance at Dec. 31, 2021 | $ 4 | 125,479 | (101,729) | (70) | 23,684 |
Balance (in Shares) at Dec. 31, 2021 | 37,387,472 | ||||
Exercise of common stock options | 13 | 13 | |||
Exercise of common stock options (in Shares) | 24,015 | ||||
Stock-based compensation expense | 424 | 424 | |||
Foreign currency translation adjustment | (9) | (9) | |||
Net loss | (5,936) | (5,936) | |||
Balance at Mar. 31, 2022 | $ 4 | $ 125,916 | $ (107,665) | $ (79) | $ 18,176 |
Balance (in Shares) at Mar. 31, 2022 | 37,411,487 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (5,936) | $ (4,904) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 174 | 202 |
Stock-based compensation | 424 | 384 |
Non-cash interest expense | 151 | 46 |
Non-cash advertising expense | 150 | |
Non-cash portion of loss on debt extinguishment | 161 | |
Right of use asset amortization | 165 | |
Provision for bad debt | 12 | |
Deferred rent | 43 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 2,956 | (1,188) |
Prepaid expenses and other current assets | 38 | 19 |
Accounts payable | 37 | 783 |
Accrued expenses and other current liabilities | (1,169) | (782) |
Deferred revenue | (977) | (64) |
Lease liability | (184) | |
Customer deposits | ||
Net cash used in operating activities | (4,159) | (5,300) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (453) | (157) |
Net cash used in investing activities | (453) | (157) |
Cash flows from financing activities: | ||
Proceeds from loan | 15,000 | |
Payment to unaccredited investors of Augmedix Operating Corporation | (21) | |
Repayment of notes payable | (12,966) | |
Payment of financing costs | (195) | |
Proceeds from exercise of common stock warrants | 4 | |
Proceeds from exercise of stock options | 13 | |
Net cash provided by financing activities | 13 | 1,822 |
Effect of exchange rate changes on cash and restricted cash | (4) | (1) |
Net decrease in cash and restricted cash | (4,603) | (3,636) |
Cash and restricted cash at beginning of period | 41,587 | 22,973 |
Cash and restricted cash at end of period | 36,984 | 19,337 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | 450 | 393 |
Cash paid during the period for income taxes | 13 | |
Supplemental schedule of non-cash investing and financing activities: | ||
Adoption of ASC 842 new lease standard | 2,599 | |
Fair value of warrants issued in connection with loan | 395 | |
Financing costs in accrued expenses | $ 37 |
Organization and Nature of Busi
Organization and Nature of Business | 3 Months Ended |
Mar. 31, 2022 | |
Nature of Operations [Abstract] | |
Organization and Nature of Business | 1. Organization and Nature of Business Augmedix, Inc. (the “Company”, “we” or “our”) was incorporated in 2013 and launched its commercial real-time, remote documentation services in 2014. Clinicians access our applications through mobile devices such as smartphones or Google Glass. Once accessed, the client application provides clinicians with a secure communication channel to the Augmedix Ambient Automation Platform (“AAP”). The AAP houses our note creation software and is overseen by our Medical Documentation Specialists (“MDSs”). Our proprietary Natural Language Processing (“NLP”) technology, with assistance from the MDS, identifies, classifies and extracts the relevant medical elements from the clinician patient interaction. These elements are used by our proprietary note creation tool “Notebuilder” to automatically generate the medical note, which, when completed, is uploaded into the patient’s chart contained within the Electronic Health Records System (“EHR system”). The EHR system is third-party software licensed by the healthcare clinic or system to manage patient charts. Liquidity and Going Concern In accordance with Financial Accounting Standards (“FASB”) Accounting Standards Update (“ASU”) No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern The Company has incurred recurring losses since its inception, including net losses of $5.9 million and $4.9 million for the three months ended March 31, 2022 and 2021, respectively. In addition, as of March 31, 2022, the Company had an accumulated deficit of $107.7 million. The Company has relied on debt and equity financing to fund operations to date and management expects losses and negative cash flows to continue, primarily as a result of continued research, development and marketing efforts. The Company believes its cash and restricted cash will provide sufficient resources to meet working capital needs for over twelve months from the filing date of this Quarterly Report on Form 10-Q. Over the longer term, if the Company does not generate sufficient revenue from new and existing products, additional debt or equity financing may be required along with a reduction in expenditures. Additionally, there is no assurance if the Company requires additional future financing, that such financing will be available on terms which are acceptable to the Company, or at all. Risks and Uncertainties The Company is subject to a number of risks associated with companies at a similar stage, including dependence on key individuals, competition from similar products and larger companies, volatility of the industry, ability to obtain adequate financing to support growth, the ability to attract and retain additional qualified personnel to manage the anticipated growth of the Company, and general economic conditions, including ongoing economic impacts from the conflict in Ukraine. In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a pandemic which continues to spread throughout the United States and the world. The Company continues to closely monitor the impact of the COVID-pandemic on its business. We cannot predict the full impact of the COVID-19, including its duration in the United States and worldwide, the effectiveness of governmental responses designed to mitigate strain to businesses and the economy and the magnitude of the economic impact of the COVID-19 pandemic. The COVID-19 pandemic and preventative measures taken to contain or mitigate its spread have caused and are continuing to cause, business shutdowns, cancellations of events and travel, significant reductions in demand for certain goods and services, reductions in business activity and financial transactions, supply chain interruptions and overall economic and financial market instability both globally and in the United States. Such effects will likely continue for the duration of the pandemic, which is uncertain, and for some period thereafter. The Company’s business, results of operations and financial condition depend on future developments that are highly uncertain and cannot be accurately predicted. COVID-19 Update The Company has been carefully monitoring the COVID-19 pandemic and its impact on the business and has taken important steps to help ensure the safety of the Company’s employees and to reduce the spread of COVID-19 community-wide. The Company is ensuring that essential staffing levels at the Company’s operations remain in place, including maintaining key personnel in the Company’s facilities. The Company has implemented stringent safety measures designed to create a safe and clean environment for the Company’s employees as the Company continues to comply with applicable federal, state and local guidelines instituted in response to the COVID-19 pandemic. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | |
Basis of presentation and summary of significant accounting policies | 2. Basis of presentation and summary of significant accounting policies Basis of Presentation and Principles of Consolidation The accompanying unaudited interim condensed consolidated financial statements are presented in U.S. dollars and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Updated (“ASUs”) of the FASB. The accompanying unaudited interim condensed consolidated financial statements include the accounts of Augmedix, Inc. and its wholly-owned subsidiaries, Augmedix Operating Corporation, Augmedix Bangladesh Limited and Augmedix Solutions Private Limited. All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the financial statements) considered necessary to present fairly the Company’s financial position as of March 31, 2022 and its results of operations for the three months ended March 31, 2022 and 2021, cash flows for the three months ended March 31, 2022 and 2021, and convertible preferred stock and stockholders’ (deficit) equity for the three months ended March 31, 2022 and 2021. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2022. The unaudited interim condensed consolidated financial statements, presented herein, do not contain the required disclosures under GAAP for annual consolidated financial statements. The condensed consolidated balance sheet as of December 31, 2021 has been derived from the audited consolidated balance sheet as of that date. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and related notes as of and for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10 K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 30, 2022. Use of Estimates The preparation of the unaudited interim condensed consolidated financial statements in conformity with GAAP. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited interim condensed consolidated financial statements and reported amounts of revenue and expenses during the reporting period. The Company’s significant estimates and judgments involve the identification of performance obligations in revenue recognition and stock-based compensation. Actual results could differ from those estimates. Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one segment. Foreign Currency Transactions, Translations and Foreign Operations The functional currency of the Bangladesh and India subsidiaries are the Bangladeshi Taka and Indian Rupee, respectively. All assets and liabilities denominated in each entity’s functional currency are translated into the United States Dollar using the exchange rate in effect as of the balance sheet dates. Expenses are translated using the weighted average exchange rate for the reporting period. The resulting translation gains and losses are recorded within the unaudited interim condensed consolidated statements of operations and comprehensive loss and as a separate component of stockholders’ (deficit) equity. Foreign currency transaction gains and losses are recorded within other income (expense) in the accompanying unaudited interim condensed consolidated statements of operations and comprehensive loss. Transaction gains and losses were not material for the three months ended March 31, 2022 and 2021. Operations outside the United States are subject to risks inherent in operating under different legal systems and various political and economic environments. Among the risks are changes in existing tax laws, possible limitations on foreign investment and income repatriation, government price or foreign exchange controls, and restrictions on currency exchange. All of the Company’s revenue is generated in the United States and denominated in U.S. dollars. Concentrations of Credit Risk and Major Customers Financial instruments at March 31, 2022 and 2021 that potentially subject the Company to concentration of credit risk consist primarily of cash and accounts receivable. The Company’s cash is deposited with major financial institutions in the U.S., Bangladesh and India. At times, deposits in financial institutions located in the U.S. may be in excess of the amount of insurance provided on such deposits by the Federal Deposit Insurance Corporation (FDIC). Cash deposits at foreign financial institutions are not insured by government agencies of Bangladesh and India. To date, the Company has not experienced any losses on its cash deposits. The Company’s accounts receivable are derived from revenue earned from customers located in the U.S. Major customers are defined as those generating revenue in excess of 10% of the Company’s annual revenue. The Company had three major customers during each of the three months ended March 31, 2022 and 2021. Revenues from the major customers accounted for 20%, 19% and 13% of revenue for the three months ended March 31, 2022, and 28%, 22% and 10% of revenue for the three months ended March 31, 2021. Accounts receivable from these three customers totaled $1.6 million and $2.5 million at March 31, 2022 and 2021, respectively. Restricted Cash Restricted cash represents amounts held on deposit at a commercial bank used to secure the Company’s credit card facility balances and to collateralize a letter of credit in the name of the Company’s landlord pursuant to a certain operating lease. The following table provides a reconciliation of the components of cash and restricted cash reported in the Company’s condensed consolidated balance sheets to the total of the amount presented in the condensed consolidated statements of cash flows: March 31, ( in thousands 2022 2021 Cash $ 36,652 $ 19,052 Restricted cash 125 75 Restricted cash – noncurrent 207 210 Total cash and restricted cash presented in the condensed consolidated statements of cash flows $ 36,984 $ 19,337 Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets, less costs to sell. The Company did not record any expense related to asset impairment in the three months ended March 31, 2022 or 2021. Revenue Recognition ASC Topic 606 outlines a single comprehensive model to use in accounting for revenue arising from contracts with customers. The core principle, involving a five-step process, of the revenue model is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company derives its revenue through a recurring subscription model. The Company enters into contracts or agreements with its customers with a general initial term of one year. Customers are invoiced in advance and must generally pay an upfront implementation fee. The upfront implementation fee is deferred and recognized over the initial term of the contract and customer prepayments are deferred and included in the accompanying unaudited interim condensed consolidated balance sheets in deferred revenues. Revenues are recognized when the professional services are provided to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company’s revenues are earned from customers located in the U.S. After the initial term, contracts are cancellable by the customer at their discretion with a 90 day notice. The Company determines revenue recognition through the following steps: ● Identification of the contract, or contracts, with a customer; ● Identification of the performance obligations in the contract; ● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenue when, or as, the Company satisfies a performance obligation. Except for two U.S. state sales tax jurisdictions, applicable taxes, including local, sales, value added tax, etc., are the responsibility of the customer to self-assess and remit to proper tax authorities. Revenue is recognized net of any sales taxes. The Company also generates revenue from data service projects, which includes discrete projects to complete certain tasks or provide other services to customers. These services represent separate performance obligations that are recognized as revenue as the services are performed. Contract Balances and Accounts Receivable Changes in the contract liability deferred revenue account were as follows for the three months ended March 31, 2022 and year ended December 31, 2021: ( in thousands Three Year Balance, beginning of period $ 6,238 $ 5,439 Deferral of revenue 6,008 22,964 Recognition of unearned revenue (6,985 ) (22,165 ) Balance, end of period $ 5,261 $ 6,238 Accounts receivable, net from customers was $4.2 million and $7.2 million as of March 31, 2021 and December 31, 2021, respectively. Deferred revenue consists of billings or payments received in advance of revenue recognized for the Company’s services, as described above, and is recognized as revenue as earned. At March 31, 2022, the Company expected to recognize $5.3 million from remaining performance obligations over the next 12 months. Stock-Based Compensation The Company measures and recognizes compensation expense for all stock options awarded to employees and nonemployees based on the estimated fair value of the award on the grant date. The fair value of each option award is estimated using either a Black-Scholes option-pricing model or a Monte Carlo simulation, to the extent market conditions exist. The Company recognizes compensation expense on a straight-line basis over the requisite service period, which is generally the vesting period of the award. The Company accounts for forfeitures of stock options as they occur. Estimating the fair market value of options requires the input of subjective assumptions, including the estimated fair value of the Company’s common stock, the expected life of the options, stock price volatility, the risk-free interest rate, expected dividends, and the probability of satisfying the market condition for market-condition based awards. The assumptions used in the valuation models represent management’s best estimates and involve a number of variables, uncertainties and assumptions and the application of management’s judgment, as they are inherently subjective. Advertising Costs All advertising costs are expensed as incurred and included in sales and marketing expenses. Advertising expenses incurred by the Company were $0.3 million and $0.2 million for the three months ended March 31, 2022 and 2021, respectively. Net Loss Per Share Basic net loss per share of common stock is computed by dividing net loss by the weighted average number of common stock outstanding during each period. Diluted net loss per common stock includes the effect, if any, from the potential exercise or conversion of securities, such as options and warrants which would result in the issuance of incremental common stock. In computing basic and diluted net loss per share, the weighted average number of shares is the same for both calculations due to the fact that a net loss existed for the three months ended March 31, 2022 and 2021. The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive: March 31, (unaudited) March 31, (unaudited) Common stock warrants 2,753,408 3,333,791 Stock options 8,094,544 6,553,893 10,847,952 9,887,684 Recent Accounting Pronouncements In February 2016, the FASB issued ASC Topic 842, Leases In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses, In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic ASC 832): Disclosures by Business Entities about Government Assistance |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements Fair Value of Financial Instruments The carrying amounts of cash, restricted cash, accounts receivable, prepaid expenses, accounts payable, and customer deposits approximate fair value due to their short-term nature. As of March 31, 2022, the fair value of the Company’s loan payable was $16.1 million. As of March 31, 2022, the carrying value of the Company loan payable was $15.0 million. The estimated fair value for the Company’s loan payable was based on discounted expected future cash flows using prevailing interest rates which are Level 3 inputs under the fair value hierarchy. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 4. Property and Equipment Property and equipment consists of the following: ( in thousands March 31, 2022 (unaudited) December 31, 2021 (unaudited) Computer hardware, software and equipment $ 6,651 $ 6,212 Leasehold improvements 515 514 Furniture and fixtures 75 75 7,241 6,801 Less: accumulated depreciation (5,982 ) (5,819 ) Property and equipment, net $ 1,259 $ 982 The Company recorded depreciation and amortization expense of $0.2 million and $0.2 million during the three months ended March 31, 2022 and 2021, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Accrued Expenses and Other Current Liabilities [Abstract] | |
Accrued expenses and other current liabilities | 5. Accrued expenses and other current liabilities Accrued expenses and other current liabilities consists of the following: ( in thousands March 31, 2022 (unaudited) December 31, 2021 (unaudited) Accrued compensation $ 1,408 $ 2,730 Accrued other 415 407 Accrued vendor partner liabilities 724 733 Deferred rent — 86 Accrued professional fees 252 219 Accrued VAT and other taxes 106 84 $ 2,905 $ 4,259 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 6. Debt Subordinated Note Payable In May 2017, the Company entered into a loan and security agreement, as amended, (“Sub Agreement”) with a lending institution for borrowings of up to $10.0 million. Outstanding borrowings under the Sub Agreement bore interest at the rate of 12% per year. Pursuant to the Sub Agreement, a final payment of $0.7 million was payable at the maturity date in April 2023. The Company recorded the final payment as both a discount and an increase to the principal amount of the debt. The Company also capitalized certain lender and legal costs associated with the Sub Agreement totaling $0.3 million, which were recorded as a discount to the Sub Agreement. The aggregate discount of $1.2 million was being amortized to interest expense over the repayment term of the Sub Agreement. The Company amortized $34,000 for the three months ended March 31, 2021. Borrowings under the Sub Agreement were repaid in full in March 2021 with the proceeds from the Loan Agreement (as defined below). As a result, the Company recorded a loss on debt extinguishment within interest expense totaling $0.2 million, which includes writing off the remaining unamortized debt discount of $0.2 million plus lender fees paid to extinguish the debt. Paycheck Protection Program On April 11, 2020, the Company entered into an original loan agreement with East West Bank as the lender for a loan in an aggregate principal amount of $2.2 million pursuant to the Paycheck Protection Program (“PPP Loan”) under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) and implemented by the U.S. Small Business Administration. The PPP Loan was to mature in two years from the issuance date and bore interest at a rate of 1% per year, with all payments deferred through the six-month anniversary of the date of the PPP Loan. Principal plus accrued unpaid interest was to be paid in one payment two years after the date of this note and may have been prepaid by the Company at any time prior to maturity without penalty. The Company applied for forgiveness of amounts due under the PPP Loan, with the amount of potential loan forgiveness calculated in accordance with the requirements of the CARES Act based on payroll costs, any mortgage interest payments, any covered rent payments and any covered utilities payments during the 8-24 week period after the origination date of the Loan. The Company used proceeds of the PPP Loan for payroll and other qualifying expenses. On November 19, 2020, the Company applied for forgiveness of the full principal amount. On August 9, 2021, the Company received notification that the full amount of the PPP Loan and accrued interest was forgiven. As a result, the Company recorded a gain from the forgiveness of the PPP Loan in the consolidated statements of operations and comprehensive loss during the year ended December 31, 2021. Loan and Security Agreement In March 25, 2021, the Company entered into the Loan and Security Agreement (the “Loan Agreement”) with Eastward Capital Partners (the “Lender”) to establish a loan facility that provided for borrowings in the aggregate principal amount of up to $17.0 million, which were available to be drawn in two tranches. The first tranche of $15.0 million was funded on March 31, 2021. The second tranche of $2.0 million was available, at the Company’s request, between October 30, 2021 and November 30, 2021, provided the Company achieved at least $6.0 million in revenue and a maximum Earnings before interest, taxes, depreciation and amortization (“EBITDA”) loss of $4.8 million, in each case for the third fiscal quarter of 2021. There were no borrowings under the second tranche. Outstanding borrowings under the Loan Agreement are secured by a first priority lien on substantially all of the personal property assets of the Company, including the Company’s intellectual property. The Company is required to pay only interest during the first 18 months after funding of the first tranche and thereafter, the Company shall repay such loan amount in 30 consecutive equal monthly installments of principal plus accrued interest. The loan facility bears an annual interest rate of the prime rate as published in the Wall Street Journal, subject to a floor of 3.25%, plus 8.75%. The annual interest rate was 12.25% and 12% as of March 31, 2022 and December 31, 2021, respectively. On the final repayment date, Company is also obligated to pay a final payment fee equal to seven and one-half percent (7.5%) of the amount of the applicable advance. At March 31, 2022, the future minimum payments required under the Loan Agreement, including the final payment, are as follows as of (in thousands): 2022 (9 months remaining) $ 1,500 2023 6,000 2024 6,000 2025 1,500 $ 15,000 End of term charge 1,125 $ 16,125 Less unamortized debt discount (1,137 ) Borrowing net of discount $ 14,988 Less current portion 3,000 Borrowings, non-current portion $ 11,988 In connection with the Loan Agreement, the Company issued the Lender warrants with a fair value of $0.4 million, which was recorded as a discount to the loan, to purchase up to 346,500 shares of common stock that were immediately vested upon funding with an exercise price of $3.00 per share and a term of the earlier of i) March 24, 2031 and ii) the third anniversary of the Company’s listing on Nasdaq. As the Company listed on Nasdaq on October 26, 2021, the expiration date of the warrants is October 26, 2024. The warrants also provide that any shares issued pursuant to the warrants are entitled to the registration rights afforded to holders of the Company’s stock, all as set forth in the certain outstanding Registration Rights Agreement dated as of October 5, 2020. The Company recorded the final payment of $1.1 million as both a discount and an increase to the principal amount of the debt. The Company also capitalized certain lender and legal costs associated with the Loan Agreement totaling $0.2 million, which were recorded as a discount to the loan. The aggregate discount of $1.8 million is being amortized to interest expense over the repayment term of the Loan Agreement. The Company amortized $0.2 million of the discount to interest expense during the three months ended March 31, 2022. At March 31, 2022, the remaining unamortized discount was $1.1 million. The Company amortized $12,600 of the discount to interest expense during the three months ended March 31, 2021. The Company and Lender also entered into a Co-Investment Agreement which grants to the Lender and its affiliates a right to purchase in the Company’s future equity financings up to a total of $3.0 million at the same per share purchase price and terms as other investors in such equity financings. The Lender did not exercise its co-investment rights during the Company’s October 2021 capital raise. The Company was in compliance with all covenants of the Lender at March 31, 2022 and December 31, 2021. |
Common Stock, and Preferred Sto
Common Stock, and Preferred Stock | 3 Months Ended |
Mar. 31, 2022 | |
Common Stock, and Preferred Stock [Abstract] | |
Common Stock, and Preferred Stock | 7. Common Stock, and Preferred Stock Common Stock The Company is authorized to issue 500,000,000 shares of common stock with a par value of $0.0001 per share. Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Subject to preferences that may apply to any outstanding preferred stock, holders of common stock are entitled to receive ratably any dividends that the Company’s board of directors may declare out of funds legally available for that purpose on a non-cumulative basis. No dividends had been declared through March 31, 2022. Common Stock Warrants At March 31, 2022, the Company had the following warrants outstanding to acquire shares of its common stock: Expiration Date Shares of common stock issuance exercise of warrants Exercise October 26, 2024 346,500 $ 3.00 June 11, 2025 234 $ 96.24 November 13, 2025 218,078 $ 3.00 July 28, 2027 91 $ 106.17 August 28, 2028 1,052 $ 39.76 September 2, 2029 2,187,453 $ 2.88 2,753,408 Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.0001 per share. The Company’s board of directors are authorized, subject to limitations prescribed by Delaware law, to issue preferred stock in one or more series, to establish from time to time the number of shares to be included in each series, and to fix the designation, powers, preferences, and rights of the shares of each series. As of March 31, 2022, there were no shares of preferred stock issued or outstanding. |
Equity Incentive Plan
Equity Incentive Plan | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Incentive Plan | 8. Equity Incentive Plan At the effective date of the Malo Holdings and Augmedix merger (the “Merger”), the Company assumed Augmedix’s 2013 Equity Incentive Plan (the “2013 Plan”). Options granted under the Plan may be incentive stock options (“ISOs”), non-qualified stock options (“NSOs”), stock appreciation rights (“SARs”) and restricted stock awards (“RSAs”). ISOs may be granted only to Company employees and directors. NSOs, SARs and RSAs may be granted to employees, directors, advisors and consultants. The Company’s board of directors has the authority to determine to whom options will be granted, the number of options, the term, and the exercise price. No shares of restricted stock, stock appreciation rights or RSUs were granted under the 2013 Plan after August 31, 2020. Pursuant to the Merger, the Company adopted the 2020 Equity Incentive Plan (the “2020 Plan”) which serves as successor to the 2013 Plan. The 2020 Plan authorizes the award of stock options, restricted stock awards, stock appreciation rights, restricted stock units, performance awards, cash awards, and stock bonus awards. Certain awards provide for accelerated vesting in the event of a change in control. Options issued may have a contractual life of up to 10 years and may be exercisable in cash or as otherwise determined by the Company’s board of directors. Vesting generally occurs over a period of not greater than four years. The number of shares of common stock reserved for issuance under the 2020 Plan did increase on January 1, 2021, and will increase each anniversary thereafter through 2030 by the number of shares of common stock equal to the lesser of 5% of the total number of outstanding shares of common stock as of the immediately preceding January 1, or a number as may be determined by the Company’s board of directors. As of March 31, 2022, 701,640 shares of common stock remained available for grant under the 2020 Plan. The Company recorded share-based compensation expense in the following expense categories in the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2022 and 2021: Three Months Ended (unaudited) ( in thousands 2022 2021 General and administrative $ 310 $ 217 Sales and marketing 28 41 Research and development 65 71 Cost of revenues 21 55 $ 424 $ 384 No income tax benefits have been recognized in the condensed consolidated statements of operations for stock-based compensation arrangements and no stock-based compensation costs have been capitalized as property and equipment through March 31, 2022. The fair value of options is estimated using the Black-Scholes option pricing model which takes into account inputs such as the exercise price, the value of the underlying ordinary shares at the grant date, expected term, expected volatility, risk free interest rate and dividend yield. The fair value of each grant of options during the three months ended March 31, 2022 and 2021 was determined using the methods and assumptions discussed below. ● The expected term of employee options is determined using the “simplified” method, as prescribed in SEC’s Staff Accounting Bulletin (SAB) No. 107, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to the Company’s lack of sufficient historical data. ● The expected volatility is based on historical volatility of the publicly traded common stock of a peer group of companies. ● The risk-free interest rate is based on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected term. ● The expected dividend yield is none because the Company has not historically paid and does not expect for the foreseeable future to pay a dividend on its ordinary shares. For the three months ended March 31, 2022 and 2021, the fair value of options granted was estimated using a Black-Scholes option pricing model with the following weighted average assumptions: Three Months Ended (unaudited) 2022 2021 Expected term (in years) 5.9 5.8 Expected volatility 54.4 % 54.5 % Risk-free rate 1.9 % 0.8 % Dividend rate — — The weighted average grant date fair value of stock option awards granted was $1.25 and $1.50 during the three months ended March 31, 2022 and 2021, respectively. The following table summarizes stock option activity under the 2020 Plan for the three months ended March 31, 2022: Number of Shares under Option Plan Weighted- Weighted- Average Remaining Contractual Life Outstanding at December 31, 2021 6,583,381 $ 1.78 8.0 Granted 1,567,524 $ 2.41 Exercised (26,317 ) $ 0.71 Forfeited and expired (30,044 ) $ 3.09 Outstanding at March 31, 2022 8,094,544 $ 1.90 8.2 Exercisable at March 31, 2022 4,046,011 $ 1.18 7.6 Vested and expected to vest at March 31, 2022 8,094,544 $ 1.90 8.2 The intrinsic value of the options exercised during the three months ended March 31, 2022 was $49,000. The aggregate intrinsic value of options outstanding and options exercisable as of March 31, 2022 were $9.2 million and $7.3 million, respectively. At March 31, 2022, future stock-based compensation for options granted and outstanding of $4.0 million will be recognized over a remaining weighted-average requisite service period of 2.8 years. Performance and Market-Based Options In March 2021, the Company granted 727,922 stock options to the Company’s Chief Executive Officer (“CEO”) under the 2020 Plan with an exercise price of $3.00 per share. The options vest based on the CEO’s continued service in addition to the following terms: ● 317,688 options vest in full when the closing price of the Company’s common stock reaches or exceeds $9.00 per share for a minimum of 20 out of 30 trading days after the Company became listed on Nasdaq. These options expire on March 3, 2031. ● 46,273 options vest in full when the closing price of the Company’s common stock reaches or exceeds $9.00 per share for 20 out of 30 trading days after the Company became listed on Nasdaq. These options expire on March 22, 2026. ● 363,961 options vest in full when the closing price of the Company’s common stock reaches or exceeds $13.50 per share for 20 out of 30 trading days after the Company became listed on Nasdaq. These options expire on March 22, 2026. The grant date fair value of the options was determined using a Monte Carlo simulation model. The Company’s assumptions, for the options expiring on March 3, 2031, for expected volatility, closing price and risk-free rate were 50.0%, $3.00 and 0.77%, respectively. For the options expiring on March 22, 2026, the assumptions for expected volatility, closing price and risk-free rate were 50.0%, $3.00 and 0.87%, respectively. The aggregate estimated fair value of the options was $0.4 million. The Company recognized $30,000 in stock-based compensation expense for the three months ended March 31, 2022. As of March 31, 2022, there was $0.2 million of unrecognized compensation costs which the Company plans to recognize over a weighted average period of 2 years. If the market conditions are achieved, any remaining unrecognized compensation cost associated with those options will be immediately recognized. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Leases Effective January 1, 2022, the Company adopted ASC Topic (ASC 842) using the modified retrospective approach by applying the new standard to all leases existing on the adoption date. The results for reporting periods beginning after January 1, 2022 are presented in accordance with ASC 842, while prior period amounts are not adjusted and continue to be reported under the accounting standards that were in effect prior to January 1, 2022. The Company leases its office facilities in San Francisco, California under a non-cancelable operating lease agreement that expires February 2025. In addition, the Company’s subsidiary has several operating lease agreements for office space in Bangladesh, which expire at various dates through December 2028. The Bangladesh lease agreements allow for early cancellation without penalty upon providing the landlord advance notice of at least six months. The Company elected the practical expedient to recognize leases less than one year under ASC 840. Supplemental balance sheet information related to leases as of March 31, 2022 is as follows (in thousands): Operating leases: Operating lease right-of-use assets $ 2,074 Operating lease liability, current portion $ 853 Operating lease liability, net of current portion 1,562 Total operating lease liabilities $ 2,415 Supplemental lease expense related to leases was as follows: Lease Cost (in thousands) Statements of Operations Classification Three Operating lease cost: Cost of revenues $ 7 General and administrative 69 Sales and marketing 64 Research and development 51 Total operating lease cost $ 191 Other information related to the operating lease where the Company is the lessee is as follows: Three Weighted-average remaining lease term 3.0 Weighted-average discount rate 4.0 % Supplemental cash flow information related to the operating lease is as follows (in thousands): Three Cash paid for operating lease liabilities $ 209 As of March 31, 2022, the maturities of the Company’s operating lease liabilities (excluding short-term leases) are as follows (in thousands): 2022 (remaining nine months) $ — 2023 855 2024 881 2025 829 Total $ 2,565 Less: imputed interest (150 ) Operating lease liability 2,415 Less: Operating lease liability, current portion 853 Operating lease liability, net of current portion $ 1,562 Cloud Computing Services In June 2021, the Company entered into a non-cancelable three-year contract to obtain cloud computing services. The minimum contractual spend over the three-year term is $1.8 million. As of March 31, 2022, the Company has spent approximately $0.1 million against this contract. Legal In the normal course of business, the Company may receive inquiries or become involved in legal disputes regarding various litigation matters. In the opinion of management, any potential liabilities resulting from such claims would not have a material adverse effect on the Company’s condensed consolidated financial position or, results of operations or cash flows. As a result, no liability related to such claims has been recorded at March 31, 2022 or December 31, 2021. Indemnification Agreements From time to time, in the normal course of business, the Company may indemnify other parties when it enters into contractual relationships, including members of the Company’s board of directors, employees, customers, lessors and parties to other transactions with the Company. The Company may agree to hold other parties harmless against specific losses, such as those that could arise from a breach of representation, covenant or third-party infringement claims. It may not be possible to determine the maximum potential amount of liability under such indemnification agreements due to the unique facts and circumstances that are likely to be involved in each particular claim and indemnification provision. Management believes any liability arising from these agreements will not be material to the unaudited interim condensed consolidated financial statements. As a result, no liability for these agreements has been recorded at March 31, 2022 or December 31, 2021. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. Related Party Transactions Operating Leases In 2015, the Bangladesh subsidiary entered into agreements to rent office facilities under 10-year operating lease agreements (Note 9), with a company owned by relatives of the Company’s Director and Chief Strategy Officer. The Company paid $0.1 million and $0.1 million to the related party during the three months ended March 31, 2022 and 2021, respectively, which is included as rent expense. At March 31, 2022, $6,000 was owed to the related party and at March 31, 2021, there were no amounts owed to the related party. |
Employee Benefit Plan
Employee Benefit Plan | 3 Months Ended |
Mar. 31, 2022 | |
Employee Benefit Plan [Abstract] | |
Employee Benefit Plan | 11. Employee Benefit Plan The Company has a 401(k) plan to provide defined contribution retirement benefits for all eligible employees. Participants may contribute a portion of their compensation to the 401(k) plan, subject to the limitations under the Internal Revenue Code. The Company’s contributions to the 401(k) plan are at the discretion of the Company’s board of directors. During the three months ended March 31, 2022 and 2021 the Company made contributions of $46,000 and $32,000, respectively, to the 401(k) plan. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events Management has evaluated subsequent events occurring after March 31, 2022 through May 14, 2022, the date the unaudited condensed consolidated interim financial statements were available to be issued. Universal Shelf Registration Statement on Form S-3 On April 15, 2022, the Company filed a universal shelf registration statement on Form S-3 (the “Registration Statement”) with the SEC, pursuant to which the Company may offer and sell from time to time securities, including common stock, preferred stock, debt securities, and/or warrants, with an aggregate price of up to $125,000,000. The Registration Statement was declared effective by the SEC on May 6, 2022. However, as a result of the limitations of General Instruction I.B.6. of Form S-3, the amount of shares of our common stock available for sale under the Registration Statement is limited to one-third of the aggregate market value of our common equity held by non-affiliates of the Company over any rolling 12-month period. Bangladesh Lease On April 18, 2022, Augmedix Bangladesh Ltd., an indirect wholly-owned subsidiary of the Company (the “Tenant”), entered into a lease agreement (the “Lease”) with Amin Mohammad Foundation Ltd., Amin Mohammad Property Management Services Ltd. and the landlords set forth in the Lease for floors 5-13 within the property located at Green Landmark Tower, 129, Kalabagan, Mirpur Road, Dhaka-1205, Bangladesh (the “Premises”). The Lease term commences on July 1, 2022 and ends on June 30, 2032 (the “Term”). The initial monthly rental rate for floors 10 through 13 is $24,000 and will increase five percent each year during the Term. The initial monthly rental rate for each of floors 9 through 5 is $6,000, which will increase five percent each year following the delivery of possession of such floor during the Term. The Tenant is also required to pay certain monthly service charges for maintenance of the Premises and common areas as set forth in a separate agreement. SVB Loan and Security Agreement On May 4, 2022 (the “Effective Date”), the Company and its subsidiary (individually and collectively, “Borrower”) entered into a loan and security agreement (the “SVB Loan Agreement”) with Silicon Valley Bank, a California corporation, as lender (“SVB”). The SVB Loan Agreement provides for a revolving credit facility in an aggregate principal amount of the lesser of (i) $5.0 million and (ii) 80% of eligible accounts (the “Revolving Credit Facility”) and two tranches of term loan advances, comprised of a term loan advance under Tranche A in an aggregate principal amount of up to $15.0 million and additional term loan advances under Tranche B in an aggregate principal amount of up to $5.0 million (the “Term Loan Facility” and, together with the Revolving Credit Facility, the “Facilities”). Borrower’s obligations under the SVB Loan Agreement are secured by first-priority liens on substantially all assets of Borrower. The proceeds of the initial draw under the Term Loan Facility, together with a portion of Borrower’s balance sheet cash, have been used to repay all of Borrower’s outstanding obligations under Borrower’s existing credit facility (“Existing Credit Facility”) provided by Eastward Fund Management, LLC. The Revolving Credit Facility’s stated maturity date is May 4, 2024. Interest on the borrowings under the Revolving Credit Facility is payable in arrears monthly at a floating rate per annum equal to the greater of (a) 3.75% and (b) the Prime Rate plus 0.50%. The Term Loan Facility’s stated maturity date is June 1, 2025, provided that, if Borrower achieves certain performance milestones as set forth in the SVB Loan Agreement, the Term Loan Facility maturity date will automatically be extended to December 1, 2025. Interest on the borrowings under the Term Loan Facility is payable in arrears monthly at a floating rate per annum equal to the greater of (a) 3.25% and (b) the Prime Rate plus 0.00%. The Term Loan Facility is interest only until July 1, 2023 provided that if Borrower achieves certain performance milestones, the amortization date automatically extends to January 1, 2024 The SVB Loan Agreement contains customary restrictions and covenants applicable to Borrower and its subsidiaries. In particular, the SVB Loan Agreement contains a financial covenant which provides that if Borrower fails to maintain minimum cash and cash equivalents in an amount of (a) no less than $25,000,000 (prior to any Tranche B advance) and (b) $30,000,000 (following any Tranche B advance), Borrower is then required to maintain certain minimum revenue requirements as set forth in the SVB Loan Agreement, which will be measured on a trailing 3-month basis and tested quarterly. If Borrower has failed to maintain the minimum cash and cash equivalents set forth in the preceding sentence, in lieu of being subject to the minimum revenue requirements, Borrower has the ability to cure such failure to maintain minimum cash and cash equivalents by delivering evidence satisfactory to SVB that Borrower has raised at least $10,000,000 in net cash proceeds from the sale of Borrower’s equity interests. In connection with the SVB Loan Agreement, the Company issued to SVB a warrant to purchase stock, dated as of the Effective Date (the “Warrant”), to purchase up to 48,295 shares of the Company’s common stock, $0.0001 par value per share, exercisable at any time for a period of approximately seven years from the Effective Date, at an exercise price of $2.38 per share, payable in cash or on a cashless basis according to the formula set forth in the Warrant. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Nature of Operations [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited interim condensed consolidated financial statements are presented in U.S. dollars and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Updated (“ASUs”) of the FASB. The accompanying unaudited interim condensed consolidated financial statements include the accounts of Augmedix, Inc. and its wholly-owned subsidiaries, Augmedix Operating Corporation, Augmedix Bangladesh Limited and Augmedix Solutions Private Limited. All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the financial statements) considered necessary to present fairly the Company’s financial position as of March 31, 2022 and its results of operations for the three months ended March 31, 2022 and 2021, cash flows for the three months ended March 31, 2022 and 2021, and convertible preferred stock and stockholders’ (deficit) equity for the three months ended March 31, 2022 and 2021. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2022. The unaudited interim condensed consolidated financial statements, presented herein, do not contain the required disclosures under GAAP for annual consolidated financial statements. The condensed consolidated balance sheet as of December 31, 2021 has been derived from the audited consolidated balance sheet as of that date. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and related notes as of and for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10 K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 30, 2022. |
Use of Estimates | Use of Estimates The preparation of the unaudited interim condensed consolidated financial statements in conformity with GAAP. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited interim condensed consolidated financial statements and reported amounts of revenue and expenses during the reporting period. The Company’s significant estimates and judgments involve the identification of performance obligations in revenue recognition and stock-based compensation. Actual results could differ from those estimates. |
Segment Information | Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one segment. |
Foreign Currency Transactions, Translations and Foreign Operations | Foreign Currency Transactions, Translations and Foreign Operations The functional currency of the Bangladesh and India subsidiaries are the Bangladeshi Taka and Indian Rupee, respectively. All assets and liabilities denominated in each entity’s functional currency are translated into the United States Dollar using the exchange rate in effect as of the balance sheet dates. Expenses are translated using the weighted average exchange rate for the reporting period. The resulting translation gains and losses are recorded within the unaudited interim condensed consolidated statements of operations and comprehensive loss and as a separate component of stockholders’ (deficit) equity. Foreign currency transaction gains and losses are recorded within other income (expense) in the accompanying unaudited interim condensed consolidated statements of operations and comprehensive loss. Transaction gains and losses were not material for the three months ended March 31, 2022 and 2021. Operations outside the United States are subject to risks inherent in operating under different legal systems and various political and economic environments. Among the risks are changes in existing tax laws, possible limitations on foreign investment and income repatriation, government price or foreign exchange controls, and restrictions on currency exchange. All of the Company’s revenue is generated in the United States and denominated in U.S. dollars. |
Concentrations of Credit Risk and Major Customers | Concentrations of Credit Risk and Major Customers Financial instruments at March 31, 2022 and 2021 that potentially subject the Company to concentration of credit risk consist primarily of cash and accounts receivable. The Company’s cash is deposited with major financial institutions in the U.S., Bangladesh and India. At times, deposits in financial institutions located in the U.S. may be in excess of the amount of insurance provided on such deposits by the Federal Deposit Insurance Corporation (FDIC). Cash deposits at foreign financial institutions are not insured by government agencies of Bangladesh and India. To date, the Company has not experienced any losses on its cash deposits. The Company’s accounts receivable are derived from revenue earned from customers located in the U.S. Major customers are defined as those generating revenue in excess of 10% of the Company’s annual revenue. The Company had three major customers during each of the three months ended March 31, 2022 and 2021. Revenues from the major customers accounted for 20%, 19% and 13% of revenue for the three months ended March 31, 2022, and 28%, 22% and 10% of revenue for the three months ended March 31, 2021. Accounts receivable from these three customers totaled $1.6 million and $2.5 million at March 31, 2022 and 2021, respectively. |
Restricted Cash | Restricted Cash Restricted cash represents amounts held on deposit at a commercial bank used to secure the Company’s credit card facility balances and to collateralize a letter of credit in the name of the Company’s landlord pursuant to a certain operating lease. The following table provides a reconciliation of the components of cash and restricted cash reported in the Company’s condensed consolidated balance sheets to the total of the amount presented in the condensed consolidated statements of cash flows: March 31, ( in thousands 2022 2021 Cash $ 36,652 $ 19,052 Restricted cash 125 75 Restricted cash – noncurrent 207 210 Total cash and restricted cash presented in the condensed consolidated statements of cash flows $ 36,984 $ 19,337 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets, less costs to sell. The Company did not record any expense related to asset impairment in the three months ended March 31, 2022 or 2021. |
Revenue Recognition, Allowances [Policy Text Block] | Revenue Recognition ASC Topic 606 outlines a single comprehensive model to use in accounting for revenue arising from contracts with customers. The core principle, involving a five-step process, of the revenue model is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company derives its revenue through a recurring subscription model. The Company enters into contracts or agreements with its customers with a general initial term of one year. Customers are invoiced in advance and must generally pay an upfront implementation fee. The upfront implementation fee is deferred and recognized over the initial term of the contract and customer prepayments are deferred and included in the accompanying unaudited interim condensed consolidated balance sheets in deferred revenues. Revenues are recognized when the professional services are provided to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company’s revenues are earned from customers located in the U.S. After the initial term, contracts are cancellable by the customer at their discretion with a 90 day notice. The Company determines revenue recognition through the following steps: ● Identification of the contract, or contracts, with a customer; ● Identification of the performance obligations in the contract; ● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenue when, or as, the Company satisfies a performance obligation. Except for two U.S. state sales tax jurisdictions, applicable taxes, including local, sales, value added tax, etc., are the responsibility of the customer to self-assess and remit to proper tax authorities. Revenue is recognized net of any sales taxes. The Company also generates revenue from data service projects, which includes discrete projects to complete certain tasks or provide other services to customers. These services represent separate performance obligations that are recognized as revenue as the services are performed. |
Deferred Revenue and Accounts Receivable | Contract Balances and Accounts Receivable Changes in the contract liability deferred revenue account were as follows for the three months ended March 31, 2022 and year ended December 31, 2021: ( in thousands Three Year Balance, beginning of period $ 6,238 $ 5,439 Deferral of revenue 6,008 22,964 Recognition of unearned revenue (6,985 ) (22,165 ) Balance, end of period $ 5,261 $ 6,238 Accounts receivable, net from customers was $4.2 million and $7.2 million as of March 31, 2021 and December 31, 2021, respectively. Deferred revenue consists of billings or payments received in advance of revenue recognized for the Company’s services, as described above, and is recognized as revenue as earned. At March 31, 2022, the Company expected to recognize $5.3 million from remaining performance obligations over the next 12 months. |
Stock-Based Compensation | Stock-Based Compensation The Company measures and recognizes compensation expense for all stock options awarded to employees and nonemployees based on the estimated fair value of the award on the grant date. The fair value of each option award is estimated using either a Black-Scholes option-pricing model or a Monte Carlo simulation, to the extent market conditions exist. The Company recognizes compensation expense on a straight-line basis over the requisite service period, which is generally the vesting period of the award. The Company accounts for forfeitures of stock options as they occur. Estimating the fair market value of options requires the input of subjective assumptions, including the estimated fair value of the Company’s common stock, the expected life of the options, stock price volatility, the risk-free interest rate, expected dividends, and the probability of satisfying the market condition for market-condition based awards. The assumptions used in the valuation models represent management’s best estimates and involve a number of variables, uncertainties and assumptions and the application of management’s judgment, as they are inherently subjective. |
Advertising Costs | Advertising Costs All advertising costs are expensed as incurred and included in sales and marketing expenses. Advertising expenses incurred by the Company were $0.3 million and $0.2 million for the three months ended March 31, 2022 and 2021, respectively. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share of common stock is computed by dividing net loss by the weighted average number of common stock outstanding during each period. Diluted net loss per common stock includes the effect, if any, from the potential exercise or conversion of securities, such as options and warrants which would result in the issuance of incremental common stock. In computing basic and diluted net loss per share, the weighted average number of shares is the same for both calculations due to the fact that a net loss existed for the three months ended March 31, 2022 and 2021. The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive: March 31, (unaudited) March 31, (unaudited) Common stock warrants 2,753,408 3,333,791 Stock options 8,094,544 6,553,893 10,847,952 9,887,684 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASC Topic 842, Leases In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses, In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic ASC 832): Disclosures by Business Entities about Government Assistance |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies (Tables) LineItems | |
Schedule of reconciliation of the components of cash and restricted cash | March 31, ( in thousands 2022 2021 Cash $ 36,652 $ 19,052 Restricted cash 125 75 Restricted cash – noncurrent 207 210 Total cash and restricted cash presented in the condensed consolidated statements of cash flows $ 36,984 $ 19,337 |
Schedule of liability deferred revenue | ( in thousands Three Year Balance, beginning of period $ 6,238 $ 5,439 Deferral of revenue 6,008 22,964 Recognition of unearned revenue (6,985 ) (22,165 ) Balance, end of period $ 5,261 $ 6,238 |
Schedule of diluted weighted-average shares of common stock outstanding | March 31, (unaudited) March 31, (unaudited) Common stock warrants 2,753,408 3,333,791 Stock options 8,094,544 6,553,893 10,847,952 9,887,684 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | ( in thousands March 31, 2022 (unaudited) December 31, 2021 (unaudited) Computer hardware, software and equipment $ 6,651 $ 6,212 Leasehold improvements 515 514 Furniture and fixtures 75 75 7,241 6,801 Less: accumulated depreciation (5,982 ) (5,819 ) Property and equipment, net $ 1,259 $ 982 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure of Accrued Expenses and Other Current Liabilities [Abstract] | |
Schedule of accrued expenses and other current liabilities | ( in thousands March 31, 2022 (unaudited) December 31, 2021 (unaudited) Accrued compensation $ 1,408 $ 2,730 Accrued other 415 407 Accrued vendor partner liabilities 724 733 Deferred rent — 86 Accrued professional fees 252 219 Accrued VAT and other taxes 106 84 $ 2,905 $ 4,259 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of future minimum payments under the loan agreement | 2022 (9 months remaining) $ 1,500 2023 6,000 2024 6,000 2025 1,500 $ 15,000 End of term charge 1,125 $ 16,125 Less unamortized debt discount (1,137 ) Borrowing net of discount $ 14,988 Less current portion 3,000 Borrowings, non-current portion $ 11,988 |
Common Stock, and Preferred S_2
Common Stock, and Preferred Stock (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Common Stock, and Preferred Stock [Abstract] | |
Schedule of warrants outstanding to acquire shares of its common stock | Expiration Date Shares of common stock issuance exercise of warrants Exercise October 26, 2024 346,500 $ 3.00 June 11, 2025 234 $ 96.24 November 13, 2025 218,078 $ 3.00 July 28, 2027 91 $ 106.17 August 28, 2028 1,052 $ 39.76 September 2, 2029 2,187,453 $ 2.88 2,753,408 |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of share-based compensation expense | Three Months Ended (unaudited) ( in thousands 2022 2021 General and administrative $ 310 $ 217 Sales and marketing 28 41 Research and development 65 71 Cost of revenues 21 55 $ 424 $ 384 |
Schedule of fair value of option grants weighted average assumptions | Three Months Ended (unaudited) 2022 2021 Expected term (in years) 5.9 5.8 Expected volatility 54.4 % 54.5 % Risk-free rate 1.9 % 0.8 % Dividend rate — — |
Schedule of stock option activity | Number of Shares under Option Plan Weighted- Weighted- Average Remaining Contractual Life Outstanding at December 31, 2021 6,583,381 $ 1.78 8.0 Granted 1,567,524 $ 2.41 Exercised (26,317 ) $ 0.71 Forfeited and expired (30,044 ) $ 3.09 Outstanding at March 31, 2022 8,094,544 $ 1.90 8.2 Exercisable at March 31, 2022 4,046,011 $ 1.18 7.6 Vested and expected to vest at March 31, 2022 8,094,544 $ 1.90 8.2 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of balance sheet information related to leases | Operating leases: Operating lease right-of-use assets $ 2,074 Operating lease liability, current portion $ 853 Operating lease liability, net of current portion 1,562 Total operating lease liabilities $ 2,415 |
Schedule of lease expense | Lease Cost (in thousands) Statements of Operations Classification Three Operating lease cost: Cost of revenues $ 7 General and administrative 69 Sales and marketing 64 Research and development 51 Total operating lease cost $ 191 |
Schedule of other information related to the operating lease | Three Weighted-average remaining lease term 3.0 Weighted-average discount rate 4.0 % |
Schedule of cash flow information related to the operating lease | Three Cash paid for operating lease liabilities $ 209 |
Schedule of short-term operating lease liabilities | 2022 (remaining nine months) $ — 2023 855 2024 881 2025 829 Total $ 2,565 Less: imputed interest (150 ) Operating lease liability 2,415 Less: Operating lease liability, current portion 853 Operating lease liability, net of current portion $ 1,562 |
Organization and Nature of Bu_2
Organization and Nature of Business (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Nature of Operations [Abstract] | ||
Net losses | $ 5.9 | $ 4.9 |
Accumulated deficit | $ 107.7 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Accounts receivable, net | $ 4,200,000 | $ 7,200,000 | |
Company expects to recognize amount | 5,300,000 | ||
Advertising expenses | 300,000 | $ 0.2 | |
Customer One [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Accounts receivable | $ 1,600,000 | ||
Customer Two [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Accounts receivable | $ 2,500,000 | ||
Sales Revenue [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Concentration risk, percentage | 10.00% | ||
Sales Revenue [Member] | Customer One [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Concentration risk, percentage | 20.00% | 28.00% | |
Sales Revenue [Member] | Customer Two [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Concentration risk, percentage | 19.00% | 22.00% | |
Sales Revenue [Member] | Customer Three [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Concentration risk, percentage | 13.00% | 10.00% |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of reconciliation of the components of cash and restricted cash - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Schedule of reconciliation of the components of cash and restricted cash [Abstract] | ||
Cash | $ 36,652 | $ 19,052 |
Restricted cash | 125 | 75 |
Restricted cash – noncurrent | 207 | 210 |
Total cash and restricted cash presented in the condensed consolidated statements of cash flows | $ 36,984 | $ 19,337 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of liability deferred revenue - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule of liability deferred revenue [Abstract] | ||
Balance, beginning of period | $ 6,238 | $ 5,439 |
Deferral of revenue | 6,008 | 22,964 |
Recognition of unearned revenue | (6,985) | (22,165) |
Balance, end of period | $ 5,261 | $ 6,238 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of diluted weighted-average shares of common stock outstanding - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of diluted weighted-average shares of common stock outstanding [Line Items] | ||
Weighted-average shares of common stock outstanding | 10,847,952 | 9,887,684 |
Stock options [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of diluted weighted-average shares of common stock outstanding [Line Items] | ||
Weighted-average shares of common stock outstanding | 8,094,544 | 6,553,893 |
Common stock warrants [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of diluted weighted-average shares of common stock outstanding [Line Items] | ||
Weighted-average shares of common stock outstanding | 2,753,408 | 3,333,791 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) $ in Millions | Mar. 31, 2022USD ($) |
Fair Value Disclosures [Abstract] | |
Loans payable | $ 16.1 |
Carrying value of loans payable | $ 15 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 0.2 | $ 0.2 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 7,241 | $ 6,801 |
Less: accumulated depreciation | (5,982) | (5,819) |
Property and equipment, net | 1,259 | 982 |
Computer hardware, software and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 6,651 | 6,212 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 515 | 514 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 75 | $ 75 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - Schedule of accrued expenses and other current liabilities - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule of accrued expenses and other current liabilities [Abstract] | ||
Accrued compensation | $ 1,408 | $ 2,730 |
Accrued other | 415 | 407 |
Accrued vendor partner liabilities | 724 | 733 |
Deferred rent | 86 | |
Accrued professional fees | 252 | 219 |
Accrued VAT and other taxes | 106 | 84 |
Accrued expenses and other current liabilities | $ 2,905 | $ 4,259 |
Debt (Details)
Debt (Details) - USD ($) | Apr. 11, 2020 | Mar. 25, 2021 | May 31, 2017 | Mar. 31, 2022 | Mar. 31, 2021 |
Debt (Details) [Line Items] | |||||
Maturity date description | Pursuant to the Sub Agreement, a final payment of $0.7 million was payable at the maturity date in April 2023. | ||||
Amortized discount of interest expense | $ 34,000 | ||||
Interest expense | $ 200,000 | ||||
Remaining unamortized debt discount | $ 200,000 | ||||
Discount to interest | $ 12,600 | ||||
Investment agreement, description | The Company and Lender also entered into a Co-Investment Agreement which grants to the Lender and its affiliates a right to purchase in the Company’s future equity financings up to a total of $3.0 million at the same per share purchase price and terms as other investors in such equity financings. | ||||
Loan and Security Agreement [Member] | |||||
Debt (Details) [Line Items] | |||||
Description of debt | the Company entered into the Loan and Security Agreement (the “Loan Agreement”) with Eastward Capital Partners (the “Lender”) to establish a loan facility that provided for borrowings in the aggregate principal amount of up to $17.0 million, which were available to be drawn in two tranches. The first tranche of $15.0 million was funded on March 31, 2021. The second tranche of $2.0 million was available, at the Company’s request, between October 30, 2021 and November 30, 2021, provided the Company achieved at least $6.0 million in revenue and a maximum Earnings before interest, taxes, depreciation and amortization (“EBITDA”) loss of $4.8 million, in each case for the third fiscal quarter of 2021. There were no borrowings under the second tranche. Outstanding borrowings under the Loan Agreement are secured by a first priority lien on substantially all of the personal property assets of the Company, including the Company’s intellectual property. The Company is required to pay only interest during the first 18 months after funding of the first tranche and thereafter, the Company shall repay such loan amount in 30 consecutive equal monthly installments of principal plus accrued interest. The loan facility bears an annual interest rate of the prime rate as published in the Wall Street Journal, subject to a floor of 3.25%, plus 8.75%. The annual interest rate was 12.25% and 12% as of March 31, 2022 and December 31, 2021, respectively. On the final repayment date, Company is also obligated to pay a final payment fee equal to seven and one-half percent (7.5%) of the amount of the applicable advance. | In connection with the Loan Agreement, the Company issued the Lender warrants with a fair value of $0.4 million, which was recorded as a discount to the loan, to purchase up to 346,500 shares of common stock that were immediately vested upon funding with an exercise price of $3.00 per share and a term of the earlier of i) March 24, 2031 and ii) the third anniversary of the Company’s listing on Nasdaq. As the Company listed on Nasdaq on October 26, 2021, the expiration date of the warrants is October 26, 2024. The warrants also provide that any shares issued pursuant to the warrants are entitled to the registration rights afforded to holders of the Company’s stock, all as set forth in the certain outstanding Registration Rights Agreement dated as of October 5, 2020. The Company recorded the final payment of $1.1 million as both a discount and an increase to the principal amount of the debt. The Company also capitalized certain lender and legal costs associated with the Loan Agreement totaling $0.2 million, which were recorded as a discount to the loan. The aggregate discount of $1.8 million is being amortized to interest expense over the repayment term of the Loan Agreement. The Company amortized $0.2 million of the discount to interest expense during the three months ended March 31, 2022. At March 31, 2022, the remaining unamortized discount was $1.1 million. | |||
Sub Agreement [Member] | |||||
Debt (Details) [Line Items] | |||||
Borrowings amount | $ 10,000,000 | ||||
Interest rate | 12.00% | ||||
Final payment | $ 700,000 | ||||
Legal cost | 300,000 | ||||
Amortized discount of interest expense | $ 1,200,000 | ||||
PPP Loan [Member] | |||||
Debt (Details) [Line Items] | |||||
Interest rate | 1.00% | ||||
Principal amount | $ 2,200,000 | ||||
Description of debt | The PPP Loan was to mature in two years from the issuance date and bore interest at a rate of 1% per year, with all payments deferred through the six-month anniversary of the date of the PPP Loan. Principal plus accrued unpaid interest was to be paid in one payment two years after the date of this note and may have been prepaid by the Company at any time prior to maturity without penalty. The Company applied for forgiveness of amounts due under the PPP Loan, with the amount of potential loan forgiveness calculated in accordance with the requirements of the CARES Act based on payroll costs, any mortgage interest payments, any covered rent payments and any covered utilities payments during the 8-24 week period after the origination date of the Loan. |
Debt (Details) - Schedule of fu
Debt (Details) - Schedule of future minimum payments under the loan agreement $ in Thousands | Mar. 31, 2022USD ($) |
Schedule of future minimum payments under the loan agreement [Abstract] | |
2022 (9 months remaining) | $ 1,500 |
2023 | 6,000 |
2024 | 6,000 |
2025 | 1,500 |
Total | 15,000 |
End of term charge | 1,125 |
Subordinated note payable | 16,125 |
Less unamortized debt discount | (1,137) |
Borrowing net of discount | 14,988 |
Less current portion | 3,000 |
Borrowings, non-current portion | $ 11,988 |
Common Stock, and Preferred S_3
Common Stock, and Preferred Stock (Details) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Common Stock, and Preferred Stock [Abstract] | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, and Preferred S_4
Common Stock, and Preferred Stock (Details) - Schedule of warrants outstanding to acquire shares of its common stock | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Shares of common stock issuance upon exercise of warrants | 2,753,408 |
October 26, 2024 [Member] | |
Class of Warrant or Right [Line Items] | |
Expiration Date | Oct. 26, 2024 |
Shares of common stock issuance upon exercise of warrants | 346,500 |
Exercise Price Per Warrant (in Dollars per share) | $ / shares | $ 3 |
June 11, 2025 [Member] | |
Class of Warrant or Right [Line Items] | |
Expiration Date | Jun. 11, 2025 |
Shares of common stock issuance upon exercise of warrants | 234 |
Exercise Price Per Warrant (in Dollars per share) | $ / shares | $ 96.24 |
November 13, 2025 [Member] | |
Class of Warrant or Right [Line Items] | |
Expiration Date | Nov. 13, 2025 |
Shares of common stock issuance upon exercise of warrants | 218,078 |
Exercise Price Per Warrant (in Dollars per share) | $ / shares | $ 3 |
July 28, 2027 [Member] | |
Class of Warrant or Right [Line Items] | |
Expiration Date | Jul. 28, 2027 |
Shares of common stock issuance upon exercise of warrants | 91 |
Exercise Price Per Warrant (in Dollars per share) | $ / shares | $ 106.17 |
August 28, 2028 [Member] | |
Class of Warrant or Right [Line Items] | |
Expiration Date | Aug. 28, 2028 |
Shares of common stock issuance upon exercise of warrants | 1,052 |
Exercise Price Per Warrant (in Dollars per share) | $ / shares | $ 39.76 |
September 2, 2029 [Member] | |
Class of Warrant or Right [Line Items] | |
Expiration Date | Sep. 2, 2029 |
Shares of common stock issuance upon exercise of warrants | 2,187,453 |
Exercise Price Per Warrant (in Dollars per share) | $ / shares | $ 2.88 |
Equity Incentive Plan (Details)
Equity Incentive Plan (Details) - USD ($) | Jan. 01, 2021 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Equity Incentive Plan (Details) [Line Items] | ||||
Weighted average grant date fair value of stock option awards granted (in Dollars per share) | $ 1.25 | $ 1.5 | ||
Intrinsic value options exercised | $ 49,000 | |||
Intrinsic value options outstanding | 9,200,000 | |||
Intrinsic value options exercisable | 7,300,000 | |||
Share-based compensation | $ 4,000,000 | |||
Weighted average requisite service period | 2 years 9 months 18 days | |||
Stock based compensation for stock options, description | the Company granted 727,922 stock options to the Company’s Chief Executive Officer (“CEO”) under the 2020 Plan with an exercise price of $3.00 per share. The options vest based on the CEO’s continued service in addition to the following terms: ●317,688 options vest in full when the closing price of the Company’s common stock reaches or exceeds $9.00 per share for a minimum of 20 out of 30 trading days after the Company became listed on Nasdaq. These options expire on March 3, 2031. ●46,273 options vest in full when the closing price of the Company’s common stock reaches or exceeds $9.00 per share for 20 out of 30 trading days after the Company became listed on Nasdaq. These options expire on March 22, 2026. ●363,961 options vest in full when the closing price of the Company’s common stock reaches or exceeds $13.50 per share for 20 out of 30 trading days after the Company became listed on Nasdaq. These options expire on March 22, 2026. | |||
Share based compensation fair value, description | The Company’s assumptions, for the options expiring on March 3, 2031, for expected volatility, closing price and risk-free rate were 50.0%, $3.00 and 0.77%, respectively. For the options expiring on March 22, 2026, the assumptions for expected volatility, closing price and risk-free rate were 50.0%, $3.00 and 0.87%, respectively. The aggregate estimated fair value of the options was $0.4 million. The Company recognized $30,000 in stock-based compensation expense for the three months ended March 31, 2022. As of March 31, 2022, there was $0.2 million of unrecognized compensation costs which the Company plans to recognize over a weighted average period of 2 years. | |||
Common Stock [Member] | ||||
Equity Incentive Plan (Details) [Line Items] | ||||
Shares issued (in Shares) | 701,640 | |||
2020 Equity incentive Plan [Member] | ||||
Equity Incentive Plan (Details) [Line Items] | ||||
Options contractual life | 10 years | |||
Vesting period , description | Vesting generally occurs over a period of not greater than four years. | |||
Number of shares equal percentage | 5.00% |
Equity Incentive Plan (Detail_2
Equity Incentive Plan (Details) - Schedule of share-based compensation expense - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-based compensation expense | $ 424 | $ 384 |
General and administrative [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-based compensation expense | 310 | 217 |
Sales and marketing [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-based compensation expense | 28 | 41 |
Research and development [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-based compensation expense | 65 | 71 |
Cost of revenues [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-based compensation expense | $ 21 | $ 55 |
Equity Incentive Plan (Detail_3
Equity Incentive Plan (Details) - Schedule of fair value of option grants weighted average assumptions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule of fair value of option grants weighted average assumptions [Abstract] | ||
Expected term (in years) | 5 years 10 months 24 days | 5 years 9 months 18 days |
Expected volatility | 54.40% | 54.50% |
Risk-free rate | 1.90% | 0.80% |
Dividend rate |
Equity Incentive Plan (Detail_4
Equity Incentive Plan (Details) - Schedule of stock option activity | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Schedule of stock option activity [Abstract] | |
Number of Shares under Option Plan, Outstanding Beginning balance | shares | 6,583,381 |
Weighted-Average Exercise Price per Option, Outstanding Beginning balance | $ / shares | $ 1.78 |
Weighted- Average Remaining Contractual Life (in years), Outstanding Beginning balance | 8 years |
Number of Shares under Option Plan, Granted | shares | 1,567,524 |
Weighted-Average Exercise Price per Option, Granted | $ / shares | $ 2.41 |
Number of Shares under Option Plan, Exercised | shares | (26,317) |
Weighted-Average Exercise Price per Option , Exercised | $ / shares | $ 0.71 |
Number of Shares under Option Plan, Forfeited and expired | shares | (30,044) |
Weighted-Average Exercise Price per Option, Forfeited and expired | $ / shares | $ 3.09 |
Number of Shares under Option Plan, Outstanding Ending balance | shares | 8,094,544 |
Weighted-Average Exercise Price per Option, Outstanding Ending balance | $ / shares | $ 1.9 |
Weighted- Average Remaining Contractual Life (in years), Outstanding Ending balance | 8 years 2 months 12 days |
Number of Shares under Option Plan, Exercisable | shares | 4,046,011 |
Weighted-Average Exercise Price per Option, Exercisable | $ / shares | $ 1.18 |
Weighted- Average Remaining Contractual Life (in years), Exercisable | 7 years 7 months 6 days |
Number of Shares under Option Plan, Vested and expected to vest | shares | 8,094,544 |
Weighted-Average Exercise Price per Option, Vested and expected to vest | $ / shares | $ 1.9 |
Weighted- Average Remaining Contractual Life (in years), Vested and expected to vest | 8 years 2 months 12 days |
Commitments and Contingencies_2
Commitments and Contingencies (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Minimum contractual spend | $ 1.8 |
Expenses | $ 0.1 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of balance sheet information related to leases $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Schedule of balance sheet information related to leases [Abstract] | |
Operating lease right-of-use assets | $ 2,074 |
Operating lease liability, current portion | 853 |
Operating lease liability, net of current portion | 1,562 |
Total operating lease liabilities | $ 2,415 |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - Schedule of lease expense $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Commitments and Contingencies (Details) - Schedule of lease expense [Line Items] | |
Total operating lease cost | $ 191 |
Cost of revenues [Member] | |
Commitments and Contingencies (Details) - Schedule of lease expense [Line Items] | |
Total operating lease cost | 7 |
General and administrative [Member] | |
Commitments and Contingencies (Details) - Schedule of lease expense [Line Items] | |
Total operating lease cost | 69 |
Sales and marketing [Member] | |
Commitments and Contingencies (Details) - Schedule of lease expense [Line Items] | |
Total operating lease cost | 64 |
Research and development [Member] | |
Commitments and Contingencies (Details) - Schedule of lease expense [Line Items] | |
Total operating lease cost | $ 51 |
Commitments and Contingencies_5
Commitments and Contingencies (Details) - Schedule of other information related to the operating lease | Mar. 31, 2022 |
Schedule of other information related to the operating lease [Abstract] | |
Weighted-average remaining lease term | 3 years |
Weighted-average discount rate | 4.00% |
Commitments and Contingencies_6
Commitments and Contingencies (Details) - Schedule of cash flow information related to the operating lease $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Schedule of cash flow information related to the operating lease [Abstract] | |
Cash paid for operating lease liabilities | $ 209 |
Commitments and Contingencies_7
Commitments and Contingencies (Details) - Schedule of short-term operating lease liabilities $ in Thousands | Mar. 31, 2022USD ($) |
Schedule of short-term operating lease liabilities [Abstract] | |
2022 (remaining nine months) | |
2023 | 855 |
2024 | 881 |
2025 | 829 |
Total | 2,565 |
Less: imputed interest | (150) |
Operating lease liability | 2,415 |
Less: Operating lease liability, current portion | 853 |
Operating lease liability, net of current portion | $ 1,562 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |||
Operating lease term | 10 years | ||
Rent expenses | $ 100,000 | $ 100,000 | |
Owed to the related party | $ 6,000 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Employee Benefit Plan [Abstract] | ||
Contributions | $ 46,000 | $ 32,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | May 04, 2022 | Apr. 18, 2022 | Mar. 31, 2022 | Apr. 15, 2022 | Dec. 31, 2021 |
Subsequent Events (Details) [Line Items] | |||||
Interest on borrowings description | The Revolving Credit Facility’s stated maturity date is May 4, 2024. Interest on the borrowings under the Revolving Credit Facility is payable in arrears monthly at a floating rate per annum equal to the greater of (a) 3.75% and (b) the Prime Rate plus 0.50%. The Term Loan Facility’s stated maturity date is June 1, 2025, provided that, if Borrower achieves certain performance milestones as set forth in the SVB Loan Agreement, the Term Loan Facility maturity date will automatically be extended to December 1, 2025. Interest on the borrowings under the Term Loan Facility is payable in arrears monthly at a floating rate per annum equal to the greater of (a) 3.25% and (b) the Prime Rate plus 0.00%. The Term Loan Facility is interest only until July 1, 2023 provided that if Borrower achieves certain performance milestones, the amortization date automatically extends to January 1, 2024 | ||||
Common stock issued (in Shares) | 37,411,487 | 37,387,472 | |||
Common stock par value per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Warrant [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Common stock issued (in Shares) | 48,295 | ||||
Common stock par value per share (in Dollars per share) | $ 0.0001 | ||||
Exercise price per share (in Dollars per share) | $ 2.38 | ||||
Minimum [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Cash and cash equivalents | $ 25,000,000 | ||||
Maximum [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Cash and cash equivalents | 30,000,000 | ||||
Subsequent Event [Member] | Tranche A [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Principal amount | $ 15,000,000 | ||||
Subsequent Event [Member] | Tranche B [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Principal amount | 5,000,000 | ||||
Registration Statement [Member] | Subsequent Event [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Aggregate price | $ 125,000,000 | ||||
Floors 10 [Member] | Subsequent Event [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Rental rate | $ 24,000 | ||||
Rental rate percent | 5.00% | ||||
Floors 9 [Member] | Subsequent Event [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Rental rate | $ 6,000 | ||||
Rental rate percent | 5.00% | ||||
SVB Loan Agreement [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Net cash proceeds | $ 10,000,000 | ||||
SVB Loan Agreement [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Principal amount | $ 5,000,000 | ||||
Principal amount percent | 80.00% |