Fair Value Disclosures [Text Block] | 4. Fair Value Measurements As of June 30, 2024 and December 31, 2023, carrying amounts reported on the Company’s balance sheet for cash and cash equivalents, restricted cash, accounts receivable, prepaid expenses, other current assets, accounts payable, employee-related liabilities, accrued expenses and other current liabilities, and deferred revenue approximate their respective fair value due to liquidity and short-term nature of these items. The Company records certain assets and liabilities at fair value. ASC 820 – Fair Value Measurement states that fair value is the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. As such, the fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The three-tiered fair value hierarchy that prioritizes the inputs used in measuring fair value, is comprised of: Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 – Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable through correlation with market data; and Level 3 – Unobservable inputs that are supported by little or no market data, which require the reporting entity to develop its own assumptions. As of June 30, 2024 and December 31, 2023, the Company’s assets and liabilities measured at fair value on a recurring basis were as follows: June 30, 2024 Level 1 Level 2 Level 3 Total (in thousands) Assets: Cash and cash equivalents (1) $ 7,782 $ - $ - 7,782 Restricted cash 1,517 - - 1,517 Total assets $ 9,299 $ - $ - $ 9,299 Liabilities: Contingent consideration $ - $ - $ 14,400 $ 14,400 Warrant liabilities - - $ 5,597 $ 5,597 Total liabilities $ - $ - $ 19,997 $ 19,997 December 31, 2023 Level 1 Level 2 Level 3 Total (in thousands) Assets: Cash and cash equivalents (1) $ 17,096 $ - $ - $ 17,096 Restricted cash 1,642 - - 1,642 Short-term investments - 3,971 - 3,971 Total assets $ 18,738 $ 3,971 $ - $ 22,709 Liabilities: Contingent consideration $ - $ - $ 2,220 $ 2,220 Warrant liabilities - - 5,888 5,888 Total liabilities $ - $ - $ 8,108 $ 8,108 (1) Includes investments that are readily convertible to cash with original maturities of 90 days or less. Warrant Liabilities Warrant liabilities was recorded at its initial estimated fair value. Adjustments associated with changes in fair value of warrant liabilities are included in the Company’s condensed consolidated statements of operations and comprehensive loss. The following table summarizes changes in estimated fair value of the warrant liabilities as of June 30, 2024: Fair value (in thousands) Balance at December 31, 2023 $ 5,888 Change in estimated fair value (291 ) Balance at June 30, 2024 $ 5,597 The fair value of the warrant liabilities was estimated using the Black-Scholes option pricing model, which is based on unobservable inputs and is designated as Level 3 in the fair value hierarchy. The following table summarizes the assumptions used in determining fair value of warrant liabilities: As of June 30, 2024 As of December 31, 2023 Expected volatility 108% 117% Risk-free interest rate 4.4% 3.8% Expected life (in years) 4.1 4.6 Expected dividend yield 0.0% 0.0% Contingent Consideration Contingent consideration represents a liability related to the Company’s 2015 acquisition of the Senhance System (the “Senhance Acquisition”). Adjustments associated with changes in fair value of contingent consideration are included in the Company’s condensed consolidated statements of operations and comprehensive loss. The fair value of contingent consideration is related to a milestone of €15.0 million which shall be payable upon achievement of trailing revenues from sales or services contracts of the Senhance System of at least €25.0 million over a calendar quarter or in the event that (i) the Company is acquired, (ii) the Company significantly reduces or suspends selling efforts of the Senhance System, or (iii) the Company acquires a business that offers alternative products that are directly competitive with the Senhance System. On March 28, 2024, the Company entered into a non-binding letter of intent with KARL STORZ for a potential acquisition of the Company by KARL STORZ. On June 6, 2024, the Company entered into the Merger Agreement, with Parent and Merger Sub, to be acquired by way of a cash-out merger. If the Merger is consummated, the contingent consideration becomes immediately payable. Our valuation of the contingent consideration is management’s best estimate of the probability-weighted fair value of the consideration under the Merger, assuming a 90% probability that the Merger would occur and the timing of achievement of trailing revenue of at least €25.0 million over a calendar quarter. If the facts or circumstances should change regarding the assumption of the probability of the Merger occurring, this could have a material impact on the fair value of the contingent consideration. The following table summarizes changes in estimated fair value of the contingent consideration for the six months ended June 30, 2024 and 2023: Fair value (in thousands) Balance at December 31, 2022 $ 1,256 Change in estimated fair value 308 Balance at June 30, 2023 $ 1,564 Balance at December 31, 2023 $ 2,220 Change in estimated fair value 12,180 Balance at June 30, 2024 $ 14,400 The following table presents quantitative information about the inputs and valuation methodologies used for fair value measurement of contingent consideration liability utilizing a probability of occurrence related to the proposed Merger and a Monte-Carlo simulation method as of June 30, 2024 and a Monte-Carlo simulation method as of December 31, 2023: Valuation Methodology Significant Unobservable Inputs June 30, 2024 December 31, 2023 Contingent consideration Probability weighted income approach Milestone date 2032 2032 Revenue discount rate 10.5% 10.0% Revenue volatility 35.0% 35.0% EUR-to-USD exchange rate 1.07 1.10 Probability of occurrence 90.0% - During the six months ended June 30, 2024, there were no transfers of assets or liabilities between Level 1, Level 2, or Level 3 of fair value categories. |