Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐

As of July ~~30, 2021,~~27, 2022, the registrant had ~~46,313,196~~48,007,301 shares of common stock, $0.001 par value per share, outstanding.

The accompanying notes are an integral part of these unaudited condensed financial statements.

Condensed Statement of ~~Redeemable Convertible Preferred Stock and~~ Stockholders’ Equity ~~(Deficit)~~

The accompanying notes are an integral part of these unaudited condensed financial statements.

Condensed Statement of ~~Redeemable Convertible Preferred Stock and~~ Stockholders’ Equity ~~(Deficit)~~

The accompanying notes are an integral part of these unaudited condensed financial statements.

1. Description of Business

Outset Medical, Inc. (the ~~“Company”)~~Company) is a medical technology company pioneering a first-of-its-kind technology to reduce the cost and complexity of dialysis. The Tablo® Hemodialysis System ~~FDA~~(Tablo), cleared by the U.S. Food and Drug Administration (FDA) for use from the hospital to the home, represents a significant technological advancement ~~that transforms~~designed to transform the dialysis experience for patients and operationally ~~simplifies~~simplify it for providers. Tablo serves as a single enterprise solution ~~that can~~designed to be utilized across the continuum of care, allowing dialysis to be delivered anytime, anywhere, and by virtually anyone. The integration of water purification and on-demand dialysate production in a single 35-inch compact console enables Tablo to serve as a dialysis clinic on ~~wheels, with 2-way~~wheels. With a simple-to-use touchscreen interface, two-way wireless data transmission and a proprietary data analytics platform, ~~powering~~Tablo is a new holistic approach to dialysis care. The Company’s headquarters are located in San Jose, CA.

The Company’s registration statement on Form S-1 related to its initial public offering (“IPO”) was declared effective by the Securities and Exchange Commission (“SEC”) on September 14, 2020, and the Company’s common stock began trading on the Nasdaq Global Select Market on September 15, 2020. Upon the completion of the IPO, the Company sold 10,294,000 shares of common stock (which included 1,343,000 shares that were sold pursuant to the full exercise of the underwriters’ option to purchase additional shares in connection with the IPO) at a price to the public of $27.00 per share. Including the full exercise of the underwriters’ option to purchase additional shares, the Company received aggregate net proceeds of $254.8 million after deducting offering costs, underwriting discounts and commissions ~~of $23.1 million.~~

On April 13, 2021, the Company completed a follow-on public offering and sold 2,946,000 shares of common stock (which included 446,000 shares that were offered and sold pursuant to the full exercise of the underwriters’ option to purchase additional shares) at a price to the public of $53.50 per share. The Company received aggregate net proceeds of approximately $149.1 million after deducting offering costs, underwriting discounts and commissions of $8.5 million.

~~Reverse Stock Split~~

In September 2020, the Company’s board of directors and shareholders approved a certificate of amendment to the amended and restated certificate of incorporation to effect a reverse split of shares of the Company’s common stock on a 7.9-for-one basis (the “Reverse Stock Split”) effective as of September 8, 2020. The number of authorized shares and the par values of the common stock and redeemable convertible preferred stock were not adjusted as a result of the Reverse Stock Split. In connection with the Reverse Stock Split, the conversion ratio for the Company’s outstanding redeemable convertible preferred stock was proportionately adjusted such that the common stock issuable upon conversion of such preferred stock was decreased in proportion to the Reverse Stock Split. All references to common stock and options to purchase common stock share data, per share data and related information contained in these condensed financial statements have been retrospectively adjusted to reflect the effect of the Reverse Stock Split for all periods presented.

Liquidity

Since inception, the Company has incurred net losses and negative cash flows from operations. During the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, the Company incurred a net loss of ~~$60.2~~$80.7 million and ~~$47.2~~$60.2 million, respectively. As of June 30, ~~2021,~~2022, the Company had an accumulated deficit of ~~$554.3~~$706.7 million.

As of June 30, ~~2021,~~2022, the Company had cash, cash equivalents and short-term investments of ~~$396.2~~$262.1 million, which are available to fund future operations, and restricted cash of ~~$33.3~~$33.3 million, for a total cash, cash equivalents, restricted cash and short-term investments balance of ~~$429.5~~$295.4 million. Management expects to continue to incur significant expenses for the foreseeable future and to incur operating losses in the near term while the Company makes investments to support its anticipated growth. Management believes that the Company’s existing cash, cash equivalents, ~~and~~ short-term investments~~, which include the proceeds from the IPO and the follow-on public offering,~~ and cash generated from ~~revenues from its products and services,~~sales, will be sufficient to meet its anticipated needs for at least the next 12 months from the issuance date of the accompanying condensed financial statements.

Basis of Presentation

The accompanying condensed financial statements are unaudited and have been prepared in accordance with U.S. generally accepted accounting principles ~~(“U.S. GAAP”)~~(U.S. GAAP) and on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, that are necessary for the fair statement of the Company’s financial position, results of operations, comprehensive loss, and cash flows for the interim periods presented. The financial data and the other financial information disclosed in these notes to the condensed financial statements related to the ~~three-and~~three- and six-month ~~period~~periods are also unaudited. The results of operations for the three and six months ended June 30, ~~2021~~2022 are not necessarily indicative of the results of operations to be anticipated for any other future annual or interim period. The condensed balance sheet as of December 31, ~~2020~~2021 included herein was derived from the audited financial statements as of that date.

These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and related notes for the year ended December 31, ~~2020,~~2021, which are included in the Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020~~2021 filed with ~~SEC~~the Securities and Exchange Commission (SEC) on ~~March 22, 2021 (“2020~~February 23, 2022 (2021 Annual ~~Report”)~~Report).

All share amounts disclosed in the notes to the condensed financial statements are rounded to the nearest thousand except for per share data.

2. Summary of Significant Accounting Policies

During the ~~three and~~ six months ended June 30, ~~2021,~~2022, there have been no material changes to the Company’s significant accounting policies as described in its ~~2020~~2021 Annual Report that have had a material impact on the Company’s condensed financial statements and related ~~notes, except as described below.~~notes.

~~Cash, Cash Equivalents and Restricted Cash~~7

As of June 30, 2021 and December 31, 2020, the restricted cash balance of $33.3 million primarily relates to contractual obligations under the SVB Loan and Security Agreement (see Note 7) and collateral for building leases in San Jose, CA and Tijuana Mexico.

The following table provides a reconciliation of cash, cash equivalents and restricted cash that sum to the total of the amounts shown in the accompanying condensed statements of cash flows (in thousands):

June 30,

2021

2020

Cash and cash equivalents

$
274,274

$
141,871

Restricted cash

33,311

4,007

Total cash, cash equivalents and restricted cash

$
307,585

$
145,878

~~Stock-Based Compensation Expense~~

Stock-based compensation expense relates to stock options with a service-based vesting condition, stock options with performance and market-based vesting conditions, stock purchase rights under the Company’s Employee Stock Purchase Plan (“ESPP”), restricted stock units (“RSUs”) and performance stock units (“PSUs”). Stock-based compensation expense for the Company’s stock-based awards is based on their grant date fair value.

~~Service-based options granted to an optionee generally vest at a rate of~~ 25% on the first anniversary of the original vesting date, with the balance vesting monthly over the remaining three years. The fair value of stock options with a service condition and stock purchase rights under the ESPP on the grant date is estimated using the Black-Scholes option-pricing model. The fair value of these awards is recognized as compensation expense on a straight-line basis over the requisite service period in which the awards are expected to vest and forfeitures are recognized as they occur.

The Black-Scholes model considers several variables and assumptions in estimating the fair value of service-based stock options and stock purchase rights under the ESPP. These variables include the per share fair value of the underlying common stock, exercise price, expected term, risk-free interest rate, expected annual dividend yield and expected stock price volatility over the expected term. For all service-based stock options granted, the Company calculates the expected term using the simplified method for “plain vanilla” stock option awards.

For stock options with performance and market-based vesting conditions, stock-based compensation expense is recognized when it is considered probable that the performance vesting condition will be satisfied.Stock-based compensation expense related to these options is recognized using the accelerated attribution method and not reversed if the achievement of the market condition does not occur. The fair value of these stock options is estimated using the Monte Carlo approach.

RSUs granted to an optionee generally vest at a rate of 25% on the first anniversary of the original vesting date, with the balance vesting quarterly over the remaining three years. The fair value of RSUs and PSUs with a service- or performance-based vesting condition is based on the market price of the Company’s common stock on the date of grant. The determination of the stock-based compensation expense related to PSUs with a performance-based vesting condition to be recognized requires the use of certain estimates and assumptions. At each reporting period, the Company reassesses the probability of the achievement of corporate performance goals to estimate the number of shares to be released. Any increase or decrease in stock-based compensation expense resulting from an adjustment in the estimated shares to be released is treated as accumulative catch-up in the period of adjustment. If any of the assumptions or estimates used change significantly, stock-based compensation expense may differ materially from what the Company has recorded in the current period. The fair value of PSUs with a market-based vesting condition is estimated using the Monte Carlo approach. ~~Stock-based compensation expense related to these PSUs is recognized using the accelerated attribution method and not reversed if the achievement of the market condition does not occur.~~

~~Recently Adopted Accounting Pronouncements~~

~~In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2019-12,~~ ~~Income Taxes (Topic 740)~~ ~~(“ASU 2019-12”), which simplifies the accounting for income taxes, primarily by eliminating certain exceptions to ASC 740. The Company~~ ~~early~~ ~~adopted~~ ~~ASU 2019-12 on a modified retrospective basis as of January 1, 2021, which did not have a material impact on the condensed financial statements.~~

Recently Issued Accounting Pronouncements Not Yet Adopted

In June 2016, the ~~FASB~~Financial Accounting Standards Board (FASB) issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments ~~(“ASU 2016-13”)~~(ASU 2016-13), which requires an entity to utilize a new impairment model known as the current expected credit loss ~~(“CECL”)~~(CECL) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial assets and certain other instruments, including but not limited to available-for-sale debt securities. Credit losses relating to available-for-sale debt securities will be recorded through an allowance for credit losses rather than as a direct write-down to the security. ASU 2016-13 requires a cumulative effect adjustment to the balance sheet as of the beginning of the first reporting period in which the guidance is effective. In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842): Effective Dates, which defers the effective date of ASU 2016-13 to fiscal years beginning after December 15, 2022 for all entities except SEC reporting companies that are not smaller reporting companies. ASU 2016-13 will be effective for the Company beginning January 1, 2023. The Company is currently evaluating the impact of the adoption of ASU 2016-13 on its financial statements.

3.3. Revenue and Deferred Revenue

Disaggregation of Revenue

Revenue by source consists of the following (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Consoles	$	16,857	$	8,186	$	31,623	$	13,213	$	13,228	$	16,857	$	31,279	$	31,623
Consumables		3,771		1,511		7,215		2,410		6,393		3,771		14,006		7,215
Total product revenue		20,628		9,697		38,838		15,623		19,621		20,628		45,285		38,838
Service and other revenue		4,588		2,045		9,294		3,309		5,436		4,588		10,322		9,294
Total revenue	$	25,216	$	11,742	$	48,132	$	18,932	$	25,057	$	25,216	$	55,607	$	48,132

For the three and six months ended June 30, ~~2021, $1.3~~2022, $0.7 million and ~~$2.6~~$1.4 million of consoles revenue were from console operating lease arrangements, compared to ~~$0.6~~$1.3 million and ~~$1.2~~$2.6 million for the three and six months ended June 30, ~~2020.~~2021.

Remaining Performance Obligations and Contract Liabilities

As of June 30, ~~2021,~~2022, the aggregate amount of the transaction price allocated to the remaining performance obligations related to customer service contracts that are unsatisfied or partially unsatisfied was ~~$4.9~~$8.0 million, which is recorded as deferred revenue on the Company’s condensed balance sheets. Of that amount, ~~$4.4~~$7.8 million will be recognized as revenue during the next 12 months and ~~$0.5~~$0.2 million thereafter.~~thereafter~~.

The contract liabilities consist of deferred revenue which represents payments received in advance of revenue ~~recognition related to console service agreements and for prepayments for products or services yet to be delivered.~~recognition. Revenue under these agreements is recognized over the related service period.

~~Revenue recorded during~~During the three and six months ended June 30, ~~2021 included $1.0~~2022, the Company recognized $1.7 million and ~~$2.6~~$4.2 million ~~respectively,~~ of previously deferred ~~revenue that was included in contract liabilities as of December 31, 2020.~~revenue.

The following tables summarize the Company’s financial assets measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands):


		June 30, 2021										June 30, 2022
	Valuation Hierarchy	Amortized Costs		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses			Aggregate Fair Value		Valuation Hierarchy	Amortized Costs		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses			Aggregate Fair Value
Assets:
Cash equivalents:
Money market funds	Level 1	$	106,486	$	—	$	—		$	106,486	Level 1	$	31,353	$	—	$	—		$	31,353
Short-term investments:
U.S. Treasury securities											Level 1		76,950		—		(518	)		76,432
Corporate debt	Level 2		101,964		5		(33	)		101,936	Level 2		78,645		—		(437	)		78,208
Commercial paper	Level 2		17,984		—		—			17,984	Level 2		31,925		—		—			31,925
Yankee debt securities	Level 2		2,014		—		—			2,014
Total cash equivalents and short-term investments		$	228,448	$	5	$	(33	)	$	228,420		$	218,873	$	—	$	(955	)	$	217,918


		December 31, 2021
	Valuation Hierarchy	Amortized Costs		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses			Aggregate Fair Value
Assets:
Cash equivalents:
Money market funds	Level 1	$	60,844	$	—	$	—		$	60,844
Short-term investments:
U.S. Treasury securities	Level 1		18,064		—		(60	)		18,004
Corporate debt	Level 2		124,178		2		(125	)		124,055
Commercial paper	Level 2		15,081		—		—			15,081
Total cash equivalents and short-term investments		$	218,167	$	2	$	(185	)	$	217,984

December 31, 2020

Amortized
Costs

Gross
Unrealized
Holding
Gains

Gross
Unrealized
Holding
Losses

Aggregate
Fair Value

Assets:

Cash equivalents:

Money market funds

Level 1

$
56,056

$
—

$
—

$
56,056

Short-term investments:

U.S. Treasury securities

Level 1

14,999

1

—

15,000

Corporate debt

Level 2

4,898

—

—

4,898

Total cash equivalents and
short-term investments

$
75,953

$
1

$
—

$
75,954

As of June 30, ~~2021,~~2022, the remaining contractual maturities for available-for-sale securities were ~~between~~ one month to ~~sixteen months.~~thirteen months.

Impairment assessments are made at the individual security level at each reporting period. When the fair value of an available-for-sale security is less than its cost at the balance sheet date, a determination is made as to whether the impairment is other-than-temporary and, if it is other-than-temporary, an impairment loss is recognized in earnings equal to the difference between the investment’s amortized cost and fair value at such date. ~~There~~As of June 30, 2022, there were ~~0 unrealized losses for~~three securities with a total fair value of $18.0 million in an unrealized loss position for more than 12 ~~months~~months. The unrealized losses totaling $89,000 as of June 30, ~~2021.~~2022 were caused by changes in market interest rates or the widening of market spreads subsequent to the initial purchase of these securities, and not related to the underlying credit of the issuers or the underlying collateral. These securities were issued by public reporting companies with an investment-grade rating by at least one bond credit rating agency. As a result, the Company did not consider these investments to be other-than-temporarily impaired as of June 30, 2022. During the three and six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, the Company did 0t0t recognize ~~other-than-temporary~~other-than-temporary impairment losses related to its investment securities.

5.5. Balance Sheet Components

Cash, Cash Equivalents and Restricted Cash

As of June 30, 2022 and December 31, 2021, the restricted cash balance of $33.3 million primarily relates to contractual obligations under the SVB Loan and Security Agreement (see Note 7) and collateral for building leases in San Jose, CA and Tijuana Mexico.


	June 30,
	2022		2021
Cash and cash equivalents	$	75,497	$	274,274
Restricted cash		33,311		33,311
Total cash, cash equivalents and restricted cash	$	108,808	$	307,585

Inventories

Inventories consist of the following (in thousands):


	June 30,		December 31,		June 30,		December 31,
	2021		2020		2022		2021
Raw materials	$	13,449	$	7,989	$	20,731	$	18,114
Work in process		6,610		6,200		9,434		6,054
Finished goods		8,823		4,195		23,524		15,017
Total inventories	$	28,882	$	18,384	$	53,689	$	39,185

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):


	June 30,		December 31,		June 30,		December 31,
	2021		2020		2022		2021
Accrued inventory	$	2,096	$	3,576	$	9,904	$	4,808
Accrued research and development expenses		703		175		1,113		574
Accrued professional services		1,324		2,187		1,745		1,269
Accrued rebate						3,737		3,121
Other		5,133		1,965		6,762		4,017
Total accrued expenses and other current liabilities	$	9,256	$	7,903	$	23,261	$	13,789

~~Accrued~~ ~~Warranty Liability~~

~~The change in accrued warranty liability is presented in the following table (in thousands):~~

June 30,

December 31,

2021

2020

Balance at the beginning of the period

$
2,913

$
1,702

Additions charge to cost of product revenue

3,545

4,858

Consumption

(3,385
)

(3,647
)
Balance at the end of the period

$
3,073

$
2,913

6. Commitments and Contingencies

Litigation

~~From~~On July 8, 2022, a purported stockholder class action lawsuit was filed in the U.S. District Court for the Northern District of California, naming the Company, its Chief Executive Officer, Chief Financial Officer, and former Chief Financial Officer as defendants. The complaint alleges that between September 15, 2020 and June 13, 2022, the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (Exchange Act) by making false or misleading statements regarding the Company’s regulatory studies of the Tablo Hemodialysis System for at home use and the Company’s prospects related to the sale of the system for at home use. The Company intends to vigorously defend against this litigation. The case is at a very early stage and there can be no assurance that the Company will be successful in its defense. For this same reason, the Company cannot currently estimate the loss or the range of possible losses it may experience in connection with this litigation.

In addition, from time to time, the Company may become involved in other legal proceedings or investigations, which could have an adverse impact on its reputation, business and financial condition and divert the attention of the Company’s management from the operation of the Company’s business. The Company is not presently a party to any legal proceedings that, if determined adversely to the Company, would individually or taken together have a material adverse effect on its business, results of operations, financial condition or cash flows.

~~Indemnifications~~Indemnification

In the ordinary course of business, the Company often includes standard indemnification provisions in its arrangements with its partners, customers and suppliers. Pursuant to these provisions, the Company may be obligated to indemnify such parties for losses or claims suffered or incurred in connection with its service, breach of representations or covenants, intellectual property infringement or other claims made against such parties. These provisions may limit the time within which an indemnification claim can be made. It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. To date, the Company has not incurred any material costs as a result of such indemnification obligations and has not accrued any liabilities related to such obligations in these financial statements.

7. Term Loan

Term loan consists of the following (in thousands):


	June 30,			December 31,			June 30,			December 31,
	2021			2020			2022			2021
Principal of term loan	$	30,000		$	30,000		$	30,000		$	30,000
Unamortized debt discount		(282	)		(326	)		(194	)		(238	)
Term loan, current and noncurrent								29,806			29,762
Less: term loan, current								(1,000	)		0
Total term loan, noncurrent	$	29,718		$	29,674		$	28,806		$	29,762

SVB Loan and Security Agreement

On July 2, 2020, the Company entered into a senior secured term loan facility with Silicon Valley Bank ~~(“SVB”)~~(SVB) (the ~~“SVB~~SVB Loan and Security ~~Agreement”)~~Agreement), which provides for a ~~$30.0~~$30.0 million term loan (the ~~“SVB~~SVB Term ~~Loan”)~~Loan).

The SVB Term Loan matures on November 1, ~~2025.~~ 2025. Payments under the SVB Term Loan are for interest only through May 2023, and then 30 monthly principal and interest payments from June 2023 until maturity. The SVB Term Loan bears interest at the greater of (A) ~~0.5%~~0.5% above the Prime Rate as reported in the Wall Street Journal and (B) 3.75% ~~(3.75%~~(5.25% as of June 30, ~~2021)~~2022). The Company is obligated to maintain a restricted cash balance greater or equal to the outstanding principal balance of ~~$30.0~~$30.0 million of the SVB Term Loan.

There is also a final payment fee equal to 6.75% of the original principal amount of the SVB Term Loan, or approximately $2.0 million, due at maturity (or any earlier date of optional pre-payment or acceleration of principal due to an event of default). Such fee is being accreted to interest expense using the effective interest method with the offset recorded in noncurrent accrued interest. The Company may, at its option, prepay the SVB Term Loan in full, subject to an additional prepayment fee ranging between 1% and 3% of the outstanding principal amount of the SVB Term Loan.

In the event of a default or change in control, all unpaid principal and all accrued and unpaid interest amounts (if any) become immediately due and payable including the prepayment fee. Events of default include, but are not limited to, a payment default, a material adverse change, and insolvency. The SVB Term Loan is secured by substantially all of the Company’s assets, including all of the capital stock held by the Company, if any (subject to a 65% limitation on pledges of capital stock of foreign subsidiaries), subject to certain exceptions. The SVB Loan and Security Agreement contains customary representations, warranties, affirmative covenants and also contains certain restrictive covenants.

Debt issuance costs paid directly to SVB and other debt issuance costs amounting to $0.4 million were accounted for as discounts on the SVB Term Loan. These debt discounts, along with the final payment fee, are being amortized over the term of the SVB Term Loan using the effective interest rate method. As of June 30, 2021, the unamortized debt discount was $0.3 million, which is recorded as a direct deduction from the SVB Term Loan on the accompanying condensed balance sheets.

On January 1, ~~2021,~~2022, the number of shares of common stock reserved for the issuance of awards under the Company’s 2020 Equity Incentive Plan (the ~~“2020 Plan”)~~2020 Plan) was increased by ~~1,709,000~~1,890,000 shares as a result of the automatic increase pursuant to the 2020 Plan.As of June 30, ~~2021, 4,364,000~~2022, 5,022,000 shares were reserved for future issuance under the 2020 Plan.

On January 1, ~~2021,~~2022, the number of shares of common stock reserved for purchase under the Company’s ~~Employee Share Purchase Plan (“ESPP”)~~ ESPP was increased by ~~427,000~~472,000 shares as a result of the automatic increase pursuant to the ESPP.As of June 30, ~~2021, 1,034,000~~2022, 1,416,000 shares of common stock were reserved for issuance in connection with the current and future offering periods under the ESPP.

The ~~price at~~Company issues restricted stock units (RSUs) and performance stock units (PSUs), both of which are considered restricted stock. The Company grants restricted stock pursuant to the 2020 Plan and satisfies such grants through the issuance of new shares. RSUs are share awards that, upon vesting, will deliver to the holder shares of our common ~~stock is purchased under~~stock.

RSUs with a service-based vesting condition granted to a grantee, beginning in February 2022, generally vest over a three-year period as follows either: (i) 25% on the ~~ESPP is equal to 85%~~first anniversary of the original vesting date, 25% quarterly over the course of the second year, and 50% quarterly over the course of the third year, or (ii) 33% on the first anniversary of the original vesting date, with the balance vesting quarterly over the remaining two years. Prior to February 2022, RSUs with a service-based vesting condition granted to a grantee generally vest at a rate of 25% on the first anniversary of the original vesting date, with the balance vesting quarterly over the remaining three years.

In 2022, the Company issued a mix of 50% PSUs and 50% RSUs to its CEO, and a mix of 20% PSUs and 80% RSUs to its other executive officers and certain other senior leaders. These PSUs are earned and vest over performance and vesting periods extending through 2024 based on achievement against two metrics: (1) an operational metric tied to the number of patients treating at home on Tablo as of the end of 2023, with 50% of earned units vesting after certification of the achievement level following the end of 2023 and the remaining 50% of earned units vesting at the end of 2024 (performance-based vesting conditions, referred to as the Home PSUs) and (2) the Company's relative total stockholder return (relative TSR) over a two-year performance period as compared to companies in a pre-determined index of medical device companies, with 100% of earned units vesting at the end of 2024 (market-based vesting conditions, referred to as the Relative TSR PSUs).

The 2023 target for the Home PSUs is expected to be determined and approved by the Compensation Committee in late 2022 or early 2023. Given such target has not yet been established, the grant date for these Home PSUs will only be established when the Compensation Committee approves and the Company communicates the target to the award recipients, which will then trigger the service inception date, the fair ~~market~~ value of the ~~common stock on~~awards, and the ~~first day of~~associated expense recognition period. Therefore, no expense is expected to be recognized for these Home PSUs until the ~~offering period or the purchase~~grant date ~~whichever~~ is ~~lower.~~established. During the three and six months ended June 30, 2021, 0 and 80,000 shares, respectively, of common stock were issued under the ESPP. NaN shares of common stock were issued during the three and six months ended June 30, 2020 as the ESPP was adopted in September 2020.

The following table sets forth stock-based compensation expense included in the accompanying condensed statements of operations (in thousands):


	Three Months Ended				Six Months Ended				Three Months Ended				Six Months Ended
	June 30,				June 30,				June 30,				June 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Cost of revenue	$	62	$	20	$	137	$	39	$	190	$	62	$	283	$	137
Research and development		643		134		1,808		252		1,808		643		2,966		1,808
Sales and marketing		1,052		101		2,794		183		2,864		1,052		4,570		2,794
General and administrative		2,180		428		5,050		789		2,552		2,180		4,601		5,050
Total stock-based compensation expense	$	3,937	$	683	$	9,789	$	1,263	$	7,414	$	3,937	$	12,420	$	9,789

~~As of December 31, 2020, the Company had1,933,000~~ shares of outstanding stock options with performance and market-based vesting conditions. The options vest over the requisite service period if the Company achieves both (i) a performance condition tied to a liquidity event, which includes the effectiveness of an IPO, and (ii) certain market conditions, provided the optionee is providing services on the date of the event.As of June 30, 2021, all outstanding stock options with performance and market-based vesting conditions were fully vested other than 151,000 shares of these stock options that are scheduled to vest in September 2021.

~~For the three and six months ended~~ June 30, 2021, the Company recorded stock-based compensation expense of $0.3 million and $4.5 million, respectively, related to these stock options. NaN such expense was recognized for the three and six months ended June 30, 2020 as the performance vesting condition was not satisfied until the closing of the IPO in September 2020. Unamortized stock-based compensation ~~expense related to these awards~~ ~~amounted to $0.3 million as of June 30, 2021, which the Company expects to recognize over an estimated weighted-average period of 0.2 years~~.

9. Income Taxes

For each of the three and six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, the Company incurred an income tax provision of an insignificant amount,. which related to foreign income taxes. The U.S. federal and state net deferred tax assets have been fully offset by a valuation allowance, as the Company believes it is not more likely than not that the deferred tax assets will be realized.

10. Net Loss Per Share ~~Attributable to Common Stockholders~~

A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share attributable to common stockholders is as follows (in thousands except per share amounts):

Three Months Ended June 30,

Six Months Ended June 30,

2021

2020

2021

2020

Numerator:

Net loss

$
(30,208
)

$
(26,505
)

$
(60,233
)

$
(47,155
)
Adjustment to redemption value on redeemable
   convertible preferred stock

—

—

—

(362
)
Deemed dividend on settlement of accrued dividend

—

—

—

42,530

Net loss attributable to common stockholders,
  basic and diluted

$
(30,208
)

$
(26,505
)

$
(60,233
)

$
(4,987
)
Denominator:

Weighted-average shares of common stock,
   basic and diluted

45,680

5,784

44,228

5,086

Net loss per share attributable to common stockholders,
   basic and diluted

$
(0.66
)

$
(4.58
)

$
(1.36
)

$
(0.98
)

The following outstanding potentially dilutive shares were excluded from the calculation of diluted net loss per share due to their anti-dilutive effect (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Stock options to purchase common stock		4,653		5,009		4,653		5,009		2,900		4,653		2,900		4,653
Restricted stock units										1,513		473		1,513		473
Performance stock units										31		—		31		—
Shares committed under ESPP										101		27		101		27
Warrant to purchase common stock		63		—		63		—		63		63		63		63
Restricted stock units		473		—		473		—
Shares committed under ESPP		27		—		27		—
Redeemable convertible preferred stock, on an as-if converted basis		—		25,958		—		25,958
Warrants to purchase redeemable convertible preferred stock		—		520		—		520
Total		5,216		31,487		5,216		31,487		4,608		5,216		4,608		5,216

11. Subsequent Event

On July ~~1, 2021,~~8, 2022, a purported stockholder class action lawsuit was filed against the Company, ~~announced the departure~~certain of ~~Rebecca Chambers~~ ~~from her position as the Company’s Chief Financial~~ ~~Officer, Principal Financial Officer~~its officers and ~~Principal Accounting Officer,~~ ~~effective~~ ~~July 16, 2021~~ ~~as well as the appointment of~~ ~~Nabeel Ahmed, the Company’s Vice~~ ~~President~~, ~~Finance, as the Company’s Interim Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer, effective upon Ms. Chambers’ departure~~ ~~until such time as~~ a ~~permanent replacement was named~~former officer (see Note 6). Subsequently, the Company announced that Nabeel Ahmed transitioned to the permanent role of Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer, effective July 30, 2021.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion of our financial condition and results of operations should be read together with our unaudited condensed financial statements and related notes and other financial information included elsewhere in this Quarterly Report, as well as our audited financial statements and notes thereto and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2021 Annual Report. As used in this Quarterly Report, ~~on Form 10-K for~~references to the ~~fiscal year ended December 31, 2020 filed with the Securities and Exchange Commission (“SEC”) on March 22, 2021 (“2020 Annual Report”).~~“Company,” “we,” “us,” “our,” or similar terms refer to Outset Medical, Inc.

In addition to historical financial information, this discussion and other parts of this report contain forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical fact contained in this Quarterly Report are forward-looking statements. TheThe forward-looking statements in this report are only predictions and are based largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. Such risks and uncertainties include those described throughout this Quarterly Report, including in this discussion as well as in the section titled “Risk Factors” under Part II, Item 1A below. The forward-looking statements in this Quarterly Report are based upon information available to us as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements, like all statements in this report, speak only as of their date, and, except as required by law we undertake no obligation to update or revise these statements, whether as a result of any new information, future developments or otherwise. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

Overview

Our technology is designed to elevate the dialysis experience for patients and help providers overcome traditional care delivery challenges. Requiring only an electrical outlet and tap water to operate, ~~Tablo~~the Tablo® Hemodialysis System frees patients and providers from the burdensome infrastructure required to operate traditional dialysis machines. The integration of water purification and on-demand dialysate production in a single 35-inch compact console enables Tablo to serve as a dialysis clinic on ~~wheels~~wheels. With a simple-to-use touchscreen interface, two-way wireless data transmission and ~~allows~~a proprietary data analytics platform, Tablo is a new holistic approach to dialysis care. Unlike existing hemodialysis machines, which have limited clinical versatility across care settings, Tablo can be used seamlessly across multiple care settings and a wide range of clinical applications.

Tablo leverages cloud technology, making it possible for providers to ~~standardize~~monitor devices and treatments remotely, perform patient and population analytics, and automate clinical recordkeeping, while also enabling us to release features and enhancements through over-the-air updates. Tablo’s connectedness also allows it to continually stream more than 500,000 device performance data points after every treatment. We use this data, in conjunction with our diagnostic and predictive algorithms, to determine failure types and, in some instances, predict failures before they occur. In effect, this contributes to a ~~single technology platform from the hospital to the home. Tablo is also intelligent~~reduction in service hours and ~~connected, with automated documentation and the ability to integrate with electronic medical record reporting, along with streamlined remote machine management to maximize~~an increase in device uptime.

We have generated meaningful evidence to demonstrate that providers can realize significant operational efficiencies, including reducing the cost of their dialysis programs by up to 80% in the intensive care unit. In addition, Tablo has been shown to deliver robust clinical care. In studies we have conducted, patients have reported experiencing fewer symptoms and better quality sleep while on Tablo. We believe Tablo empowers patients, who have traditionally been passive recipients of care, to regain agency and ownership of their treatment.

Tablo is cleared by the ~~U.S. Food and Drug Administration (“FDA”)~~FDA for use in the hospital, clinic, or home setting.

~~We designed~~ In May 2022, we implemented a shipment hold on the distribution and marketing of Tablo ~~from~~for use in the ~~ground up to be a single enterprise solution that can be utilized across~~home environment pending the ~~continuum of care, allowing dialysis to be delivered anytime, anywhere~~FDA’s review and ~~by anyone. Tablo is comprised~~clearance of a ~~compact console~~ 510(k) application we submitted for changes made since the device’s original March 2020 clearance. During the hold, we continued to market and ship Tablo for use by healthcare professionals in chronic and acute care settings. In addition, the devices that were already distributed to home users at the time the hold was implemented were not removed and current users were able to continue working

with ~~integrated water purification, on-demand dialysate production~~their healthcare providers on appropriate treatment. In late July 2022, the FDA cleared our 510(k) application of Tablo for patient use in the home and ~~a simple-to-use touchscreen interface. With~~we have resumed marketing and shipping Tablo we are bringing data to dialysis. Tablo is built to live in a connected setting with cloud-based system monitoring, patient analytics, remote treatment monitoring and clinical recordkeeping and the ability to activate new capabilities and enhancements through wireless software updates. Tablo’s data analytics and connectivity also enable predictive preventative maintenance to maximize machine uptime. Unlike existing hemodialysis machines, which have limited clinical versatility across care settings and are generally burdened by specialized and expensive infrastructure, Tablo is a single enterprise dialysis solution that can be seamlessly utilized across different care settings and for ~~multiple clinical needs.~~home use.

Driving adoption of Tablo in the acute care setting has been our primary focus to date. We have invested in growing our economic and clinical evidence, built a veteran sales and clinical support team with significant expertise, and implemented a comprehensive training and customer experience program. Our experience in the acute care market has demonstrated Tablo’s clinical flexibility and operational versatility, while also delivering meaningful cost savings to the providers. We plan to continue leveraging our commercial infrastructure to broaden our installed base in the acute care market as well as driving utilization and fleet expansion with our existing customers. While the COVID-19 pandemic has presented opportunities to demonstrate the real-world benefits of Tablo over traditional machines, we believe these benefits, in addition to the other advantages of Tablo, are continuing to drive customer purchasing decisions.

Tablo is also well suited for home-based dialysis. ~~Tablo was cleared by the FDA for use in patients with acute and/or chronic renal failure in September 2014. Subsequently, on March 31, 2020, Tablo was cleared by the FDA for patient use in the home.~~ Our ability to reduce training time, patient dropout, ~~preparation and set up time,~~ and the ~~total treatment time~~supplies and infrastructure required to deliver dialysis in the home can drive efficiency and economic improvements to the home care model. In our home investigational device exemption ~~(“IDE”)~~(IDE) trial, patients reported specific quality of life improvements compared to their experience on the incumbent home dialysis machine. To penetrate ~~and grow~~ this market successfully, we ~~are focused~~continue to focus on refining our home distribution, logistics and support systems to help ensure they are ready for rapid scale. We are also working with providers, patients, and payors to increase awareness and adoption of transitional care units ~~(“TCUs”)~~(TCUs) as a bridge to ~~home based~~home-based therapy. To demonstrate the cost advantages of Tablo in the home setting, we ~~will also be collecting~~are continuing to collect additional patient clinical experience and outcomes data.

We sell our ~~solution~~solutions through our direct sales organization, which covers most major metropolitan markets in the United States. As of June 30, ~~2021,~~2022, our sales organization iswas comprised of 2936 capital sales team members, responsible for generating new customer demand for Tablo, and 7097 clinical sales team members, responsible for driving utilization and fleet expansion of Tablo consoles at existing customer sites. In addition, our field service team, comprised of 78117 members, provides maintenance services and product support to Tablo customers. The same sales organization and field service team ~~drive~~have driven Tablo penetration in both the acute and home care markets. We believe the ability to leverage one team to serve both markets will result in significant productivity and cost optimization as we continue to scale our business.

We generate revenue primarily from the initial sale of Tablo consoles, and recurring sales of per-treatment consumables, including the Tablo cartridge, which generates significant total revenue over the life of the console. We generate additional recurring revenue via annual service contracts and revenue from shipping and handling charged to customers. Our total revenue was $25.1 million and $25.2 million for the three months ended June 30, 2022 and 2021, respectively, and $55.6 million and $48.1 million for the six months ended June 30, 2022 and 2021, respectively.

Historically, we have financed our operations and capital expenditures primarily through sales of redeemable convertible preferred stock and common stock, revenue from sales, and debt financing. Since our inception, we have incurred net losses in each year. For the three months ended June 30, 2022 and 2021, we incurred net losses of $43.8 million and $30.2 million, respectively, and for the six months ended June 30, 2022 and 2021, we incurred net losses of $80.7 million and $60.2 million, respectively. As of June 30, 2022, we had an accumulated deficit of $706.7 million. We expect to continue to incur significant expenses for the foreseeable future and to incur operating losses in the near term.

Key Factors Affecting Our Performance

We believe that our financial performance has been and in the foreseeable future will continue to be primarily driven by the following factors. While we believe each of these factors presents significant opportunities for our business, they also pose important challenges that we must successfully address in order to sustain our growth and improve our results of operations. Our ability to successfully address the factors below is subject to various risks and uncertainties, including those described in the section titled “Risk Factors.”

Market Acceptance of Tablo in Acute Setting

We plan to further broaden our installed base by continuing to target national and regional Integrated Delivery Networks (IDNs) and health systems, sub-acute long-term acute care hospitals (LTACHs) and skilled nursing facilities (SNFs). In addition, we focus on driving utilization and fleet expansion with existing customers by providing an exceptional user experience delivered through our commercial team and a steady release of software enhancements that amplify Tablo’s operational reliability and clinical versatility. Our ability to successfully execute on this strategy, and thereby increase our revenue in the acute market, will depend in part on the success of our efforts to further evolve our commercial infrastructure and sales processes to support the growth of our business in the acute care market.

Expansion of Tablo within the Home Setting

We believe that a significant growth opportunity exists within the home hemodialysis market. We are partnering with innovative dialysis clinic providers and health systems who are motivated to grow their home hemodialysis population, and who share our vision of creating a seamless and supported transition to the home. We are also investing in market development over the longer term to expand the home hemodialysis market itself. The expansion of the home hemodialysis market and our ability to penetrate this market will be an important factor in driving the future growth of our business. In addition, the success of our efforts to expand within

the home market, help grow new home programs and increase our revenue generated from home-based dialysis on the timeline that we anticipate will depend on several factors. These factors include our ability to recover from the interruption to, and loss of momentum in, our home commercialization and marketing as we re-engage with our home provider customers, rebuild our patient pipeline and resume supporting new patients in the home following the release of our prior home shipment hold, as well as our ability to further evolve our commercial infrastructure and sales processes as we scale our business in the home market.

Gross Margin

We are continuing to execute a well-defined strategy designed to expand gross margins. First, in the first quarter of 2021, we ~~have~~ successfully ~~begun~~began production at our own console manufacturing ~~facility.~~facility in Tijuana, Mexico which we operate in collaboration with our outsourced business administration service provider, TACNA. Second, following our receipt of 510(k) clearance from the FDA for the new cartridge sterilization method in the fourth quarter of 2021, we ~~are adding~~have qualified a ~~second-source contract manufacturer for our cartridges~~second source to ~~help gain higher efficiency and~~increase Tablo cartridge production through a new manufacturing partner in Mexico, which we anticipate will result in cost reductions from lower ~~material and logistics cost.~~freight costs. Third, we will continue to drive scale across our console platform to leverage our supply base and help improve our manufacturing efficiency. Fourth, we will continue to utilize our cloud-based data system, as well as enhanced product performance, to help drive down the cost of service.

~~We generate revenue primarily from~~ Our ability to grow our business will depend in part on these and other measures to control the initial sale of Tablo consoles, and recurring sales of per-treatment consumables, including the Tablo cartridge, which generates significant total revenue over the life of the console. We generate additional revenue via annual service contracts and shipping and handling charged to customers. Our total revenue was $25.2 million and $11.7 million for the three months ended June 30, 2021 and 2020, respectively, and $48.1 million and $18.9 million for the six months ended June 30, 2021 and 2020, respectively.

For the three months ended June 30, 2021 and 2020, we incurred net losses of $30.2 million and $26.5 million, respectively, and for the six months ended June 30, 2021 and 2020, we incurred net losses of $60.2 million and $47.2 million, respectively. As of June 30, 2021, we had an accumulated deficit of $554.3 million.

On September 17, 2020, we completed our initial public offering (“IPO”), in which we sold 10,293,777 shares of common stock (which included 1,342,666 shares that were offered and sold pursuant to the full exercise of the IPO underwriters’ option to purchase additional shares in connection with the IPO) at a price to the public of $27.00 per share. We received aggregate net proceeds of approximately $254.8 million after deducting offering costs ~~underwriting discounts and commissions of approximately $23.1 million. Upon the closing of the IPO, all~~ of our ~~outstanding redeemable convertible preferred stock automatically converted into shares~~products being successful. Likewise, it will be important that we effectively manage the costs of ~~common stock.~~generating our service revenue.

On April 13, 2021, we completed a follow-on public offering and sold 2,945,864 shares of our common stock (which included 445,864 shares that were offered and sold pursuant to the full exercise of the underwriters’ option to purchase additional shares) at a price to the public of $53.50 per share. We received aggregate net proceeds of approximately $149.1 million after deducting offering costs, underwriting discounts and commissions of $8.5 million.

Impacts of the COVID-19 ~~pandemic~~Pandemic and Other Macroeconomic Factors

We believe that the COVID-19 pandemic has highlighted the limitations of traditional machines and the benefits of Tablo, driving an increase in demand for Tablo during 2020. We also believe the advantages of Tablo highlighted by the pandemic are now embedded as one of the many factors driving our customers’ purchasing decisions and do not expect to experience significant revenue driven solely by COVID-19 in future periods. However, the duration and extent of the COVID-19 pandemic remain uncertain, particularly in light of ongoing vaccination efforts and emerging variant strains of the virus, and we cannot predict with certainty the ultimate impact of the COVID-19 pandemic and related containment measures on our business.

In order to operate in a safe manner, we continue to monitor and follow the latest health and safety guidelines of the U.S. Centers for Disease Control and Prevention, Occupational Safety and Health Administration, and local and state public health departments where we operate. These guidelines continue to change in light of local circumstances related to vaccine availability, population vaccination rates and emerging variant strains of the virus (including the Delta variant which appears to be highly transmissible). For employees working on-site, we continue to follow masking protocols consistent with evolving health and safety guidelines, facilitate social distancing and practice increased sanitizing standards. We have strongly encouraged all of our employees to get vaccinated, and continue to provide vaccination site information and COVID-19 testing at our facilities. We also actively support remote work arrangements. In addition, we have created a business continuity plan and incident management team to respond quickly and effectively to changes in order to offer customers uninterrupted products, services and support while safeguarding the best interest of employees, suppliers and stockholders.

Our business may ~~also~~ be impacted by an escalation or a continuation of the ongoing COVID-19 pandemic. While the operations at our contract manufacturing partners’ facilities and our outsourced business administration service provider, TACNA, for our facility in Tijuana, Mexico, have not yet experienced significant disruption as a result of the pandemic, the possibility that such disruption may occur remains. Additionally, the COVID-19 pandemic has at various times since its onset disrupted the operations of certain of our third-party suppliers, resulting in increased lead-times, higher component costs, and lower allocations for our purchase of some components (including certain critical components) and, in certain cases, requiring us to procure materials from alternative sources, procure higher quantities of materials when they become available, or incur higher logistical expenses. We have worked closely with our manufacturing partners and suppliers to enable us to source key components and maintain appropriate

inventory levels to meet customer demand, and have not experienced material disruptions in our supply chain to date. ~~How long~~

Additionally, surges and shifts in consumer demand as the economy reopens, further exacerbated by COVID-19 outbreaks and protocols, have strained the global freight network and placed significant stress on air, ocean, and ground freight carriers. This has resulted in labor shortages, container and chassis shortages, reduced carrier capacity, carrier delays and longer lead times, shipment receiving and unloading backlogs at many U.S. ports, and escalating freight costs. During the fourth quarter of 2021, these supply chain disruptions escalated, and we are facing increased supply chain constraints, notably with the transportation of Tablo cartridges from our contract manufacturing partner in Southeast Asia. As a result, we have faced, and may continue to face, increased transportation and related costs associated with delivering adequate supply of Tablo treatments to our customers. In the fourth quarter of 2021, we qualified a second source to increase Tablo cartridge production through a new manufacturing partner in Mexico. While we anticipate that this second source will help mitigate supply chain challenges and reduce the need for costly and capacity-constrained air freight delivery of the cartridges, there is no assurance that we will not continue to face supply chain constraints. Continued escalation of these supply chain disruptions and a sustained rise in freight costs could negatively impact our ability to meet customer demand on a timely basis, result in customer dissatisfaction and adversely impact our operating margins and results of operations.

The extent, duration and full impacts of the pandemic ~~and measures intended to contain the spread of COVID-19 will continue remains~~remain uncertain and ~~depends~~depend on ongoing developments, including but not limited to any resurgences of the virus including emerging variant strains, ~~such~~actions taken to contain or mitigate its impact, as well as the ~~Delta variant, federal, state~~direct and ~~local~~indirect economic effects of the pandemic and related containment measures. Additionally, the duration and severity of disruptions in the global supply chain also remains uncertain, and depend on various factors, including the effectiveness of government actions ~~taken in response, and continued availability, effectiveness and public acceptance of COVID-19 vaccines.~~intended to mitigate these disruptions. As a result, we cannot predict what effect ~~COVID-19 and~~the pandemic, the associated containment measures, and the current supply chain disruptions will ultimately have on our ~~suppliers~~business and ~~vendors, in particular for any~~results of operations, on our customers, or on our suppliers and ~~vendors that may not qualify as essential businesses and suffer more significant or lengthier disruptions to their business operations.~~vendors. There is no assurance that we will not experience more significant disruptions in our supply chain in the future, particularly if the operations of our contract manufacturing partners, our critical ~~single source~~single-source component providers, or the facility we operate in Tijuana, Mexico in collaboration with TACNA, are more severely impacted by the pandemic and associated containment measures.

Moreover, healthcare providers (including our existing and prospective customers) are facing a nationwide shortage of qualified nurses and other clinical personnel due to long-term trends that have been exacerbated by the COVID-19 pandemic. As competition for these healthcare professionals has intensified, providers are facing increased difficulties attracting and retaining skilled clinical personnel, resulting in increased costs, staffing shortages and other disruptions. These challenging labor market conditions in the healthcare industry have been heightened by the increased demand for, and demand upon, nurses and other staff resulting from the pandemic. We believe Tablo offers automation and ease-of-use benefits over traditional machines that can enhance our existing and

potential customers’ ability to support their patient populations despite staffing shortages. However, there is also a risk that the increased costs and other disruptions caused by the shortage of dialysis nurses, technicians, other staff and implementation resources could cause existing or prospective customers to delay continued investment in or adoption of new technologies and postpone purchasing decisions. For example, during the second quarter of 2022, our existing and potential customers began to face increasing staffing shortages and increased labor costs, combined with economic pressures resulting from general economic and financial market conditions, primarily escalating inflation, tightening hospital operating budgets and increased scrutiny of capital purchase decisions, all of which generally have the effect of lengthening the average sales cycle and elongating the timing of installations. Toward the end of the quarter, we began to see early indications of the impact these factors had across our customer base on pipeline development and installation schedules, which, in turn, negatively impacted our bookings, delayed our shipments and adversely impacted our revenues for the second quarter of 2022. If our customers continue to face prolonged staffing shortages, volatility, uncertainty, rising costs and financial pressures, whether due to the pandemic, general macroeconomic conditions or otherwise, it could ultimately adversely impact our ability to expand existing customer relationships or attract new customers of Tablo, and have a material adverse effect on our bookings, revenues, results of operations, and, ultimately, our future growth and profitability.

Results of Operations

The following table summarizes our results of operations for the three and six months ended June 30, ~~2021~~2022 and ~~2020~~2021 (in thousands):


	Three Months Ended						Six Months Ended						Three Months Ended						Six Months Ended
	June 30,						June 30,						June 30,						June 30,
	2021			2020			2021			2020			2022			2021			2022			2021
Revenue:
Product revenue	$	20,628		$	9,697		$	38,838		$	15,623		$	19,621		$	20,628		$	45,285		$	38,838
Service and other revenue		4,588			2,045			9,294			3,309			5,436			4,588			10,322			9,294
Total revenue		25,216			11,742			48,132			18,932			25,057			25,216			55,607			48,132
Cost of revenue:
Cost of product revenue		22,077			15,291			42,654			24,853			17,718			22,077			40,828			42,654
Cost of service and other revenue		2,087			1,215			4,137			2,407			3,557			2,087			6,555			4,137
Total cost of revenue		24,164			16,506			46,791			27,260			21,275			24,164			47,383			46,791
Gross profit		1,052			(4,764	)		1,341			(8,328	)		3,782			1,052			8,224			1,341
Operating expenses:
Research and development		8,032			6,053			15,602			11,891			13,521			8,032			24,352			15,602
Sales and marketing		13,204			9,244			26,353			16,526			23,198			13,204			43,575			26,353
General and administrative		9,722			4,848			18,968			8,374			10,784			9,722			20,493			18,968
Total operating expenses		30,958			20,145			60,923			36,791			47,503			30,958			88,420			60,923
Loss from operations		(29,906	)		(24,909	)		(59,582	)		(45,119	)		(43,721	)		(29,906	)		(80,196	)		(59,582	)
Interest income and other income, net		164			67			276			527			459			164			579			276
Interest expense		(431	)		(1,032	)		(853	)		(2,033	)		(481	)		(431	)		(903	)		(853	)
Change in fair value of redeemable convertible preferred stock warrant liability		—			(631	)		—			(530	)
Loss before provision for income taxes		(30,173	)		(26,505	)		(60,159	)		(47,155	)		(43,743	)		(30,173	)		(80,520	)		(60,159	)
Provision for income taxes		35			—			74			-			96			35			211			74
Net loss	$	(30,208	)	$	(26,505	)	$	(60,233	)	$	(47,155	)	$	(43,839	)	$	(30,208	)	$	(80,731	)	$	(60,233	)

Comparison of the Three and Six Months Ended June 30, ~~2021~~2022 and ~~2020~~2021

Revenue

Three Months Ended June 30,

Change

Six Months Ended June 30,

Change

(dollars in thousands)

2021

2020

$

%

2021

2020

$

%

Revenue:

Product revenue

$
20,628

$
9,697

$
10,931

113
%

$
38,838

$
15,623

$
23,215

149
%
Service and other revenue

4,588

2,045

2,543

124
%

9,294

3,309

5,985

181
%
Total revenue

$
25,216

$
11,742

13,474

115
%

$
48,132

$
18,932

29,200

154
%


	Three Months Ended June 30,				Change						Six Months Ended June 30,				Change
(dollars in thousands)	2022		2021		$			%			2022		2021		$		%
Revenue:
Product revenue	$	19,621	$	20,628	$	(1,007	)		(5	)%	$	45,285	$	38,838	$	6,447		17	%
Service and other revenue		5,436		4,588		848			18	%		10,322		9,294		1,028		11	%
Total revenue	$	25,057	$	25,216		(159	)		(1	)%	$	55,607	$	48,132		7,475		16	%

Product revenue ~~increased~~decreased by ~~$10.9~~$1.0 million, or ~~113%~~5% for the three months ended June 30, ~~2021~~2022 as compared to the ~~three months ended June 30, 2020,~~same quarter in the prior year. This decrease was driven by a ~~$8.7~~$3.6 million ~~increase~~decrease in consoles revenue primarily due to the lengthening of sales and installation cycles in the acute care market as a result of staffing challenges and, potentially, other macroeconomic factors highlighted above, impacting our customers, as well as disruption from the home shipment hold due in part to customer uncertainty around the hold, and a ~~$2.2~~$0.6 million decrease in console leasing revenue. This decrease was partially offset by a $2.6 million increase in consumables ~~revenue. The increase in consoles~~ revenue ~~was~~ driven by ~~new customer adoption, fleet expansion across existing customer sites, higher average selling prices and a $0.7 million increase~~the growth in ~~console leasing revenue. The increase in consumables revenue was driven by~~ our ~~growth in~~ console installed base.

Product revenue increased by ~~$23.2~~$6.4 million, or ~~149%~~17% for the six months ended June 30, ~~2021~~2022 as compared to the ~~six months ended June 30, 2020,~~same period in the prior year, driven by a ~~$18.4 million increase in consoles revenue and a $4.8~~$6.8 million increase in consumables ~~revenue. The~~revenue attributable to the growth in our console installed base and higher average selling price for consumables. This increase was partially offset by a net $0.3 million decrease in consoles revenue which, in turn, was ~~driven~~comprised of a $1.2 million decrease in console leasing revenue, offset by ~~new customer adoption, fleet expansion across existing customer sites,~~a $0.9 million increase resulting from a higher volume of consoles sold at higher average selling ~~prices and a $1.4 million increase in console leasing revenue. The increase in consumables revenue was driven by our growth in console installed base.~~price.

Service and other revenue increased for the three and six months ended June 30, ~~2021 from~~2022 as compared to the ~~three and six months ended June 30, 2020.~~same periods in the prior year. The increase was primarily due to services associated with ~~our~~the growth in our console installed base, ~~including~~which was offset by a decrease in service revenue from leased consoles.

~~Cost~~In May 2022, we implemented a shipment hold on the distribution and marketing of ~~Revenue,~~ Tablo for use in the home environment pending the FDA’s review and clearance of a 510(k) application we submitted for changes made since the device’s original March 2020 clearance. In late July 2022, the FDA cleared this 510(k) application of Tablo for patient use in the home and we have resumed marketing and shipping Tablo for home use. The shipment hold on Tablo for home use had a significant negative impact on our bookings and revenue for the second quarter of 2022, as well as on our pipeline of potential new deals. While we have resumed

marketing and shipping Tablo for home use, we may continue to experience disruptions to our home and acute business and operations that could materially and adversely impact our revenue as we recover from the interruption to, and loss of momentum in, our home commercialization and marketing, as well as related disruptions to our acute business due in part to customer uncertainty around the hold. In addition, we anticipate that our revenues may continue to be negatively impacted by the staffing challenges and, potentially, other macroeconomic factors highlighted above, affecting our customers. While we plan to take steps to further evolve our commercial infrastructure and sales processes to support our future growth in both the home and acute markets, we expect these factors may continue to moderate our revenue growth over the next several quarters.

Gross Profit and Gross Margin

Three Months Ended June 30,

Change

Six Months Ended June 30,

Change

(dollars in thousands)

2021

2020

$

%

2021

2020

$

%

Cost of revenue:

Cost of product revenue

$
22,077

$
15,291

$
6,786

44
%

$
42,654

$
24,853

$
17,801

72
%
Cost of service and other revenue

2,087

1,215

872

72
%

4,137

2,407

1,730

72
%
Total cost of revenue

$
24,164

$
16,506

7,658

46
%

$
46,791

$
27,260

19,531

72
%
Gross profit

1,052

(4,764
)

5,816

122
%

1,341

(8,328
)

9,669

116
%
Gross margin

4.2

%

(40.6
)
%

2.8

%

(44.0
)
%


	Three Months Ended June 30,						Change					Six Months Ended June 30,						Change
(dollars in thousands)	2022			2021			$		%			2022			2021			$		%
Gross profit		3,782			1,052			2,730		260	%		8,224			1,341			6,883		513	%
Gross margin		15.1	%		4.2	%							14.8	%		2.8	%

~~Cost of product revenue~~Gross profit increased by ~~$6.8~~$2.7 million, or ~~44%~~260% for the three months ended June 30, ~~2021~~2022 as compared to the ~~three months ended June 30, 2020.~~This increase was primarily due to higher console and consumable volume of $12.8 million and higher depreciation expense for leased consoles of $0.2 million. This was offset by a $5.9 million reductionsame quarter in ~~product costs and a $0.4 million decrease in manufacturing overhead.~~

~~Cost of product revenue increased by $17.8 million, or 72% for~~ the ~~six months ended June 30, 2021 as compared to the six months ended June 30, 2020.~~This increase was primarily due to higher console and consumable volume of $27.8 million, higher depreciation expense for leased consoles of $0.4 million and higher manufacturing overhead of $0.1 million. This was offset by a $10.6 million reduction in product costs.

Cost of service and other revenue increased by $0.9 million, or 72% for the three months ended June 30, 2021 as compared to the three months ended June 30, 2020. This increase was primarily due to additional headcount costs in our service department, which were absorbed across our larger installed base.

Cost of service and other revenue increased by $1.7 million, or 72% for the six months ended June 30, 2021 as compared to the three months ended June 30, 2020. This increase was primarily due to additional headcount costs in our service department, which were absorbed across our larger installed base.

~~Gross profit increased by $5.8 million, or 122% for the three months ended June 30, 2021 as compared to the three months ended June 30, 2020.~~prior year. The gross margin percentage improved by ~~44.8~~10.9 percentage points for the three months ended June 30, ~~2021,~~2022, as compared to the ~~three months ended June 30, 2020,~~same quarter in the prior year. This improvement in gross profit and gross margin was primarily driven ~~primarily~~ by the impact of our cost reduction ~~activities.~~activities and the product revenue mix. Such improvement was partially offset by the lower gross margin of service and other revenue due to the planned expiration of a component of a customer lease agreement.

Gross profit increased by ~~$9.7~~$6.9 million, or ~~116%~~513% for the six months ended June 30, ~~2021~~2022 as compared to the ~~six months ended June 30, 2020.~~same period in the prior year. The gross margin percentage improved by ~~46.8~~12.0 percentage points for the six months ended June 30, ~~2021,~~2022, as compared to the ~~six months ended June 30, 2020,~~same period in the prior year. This improvement in gross profit and gross margin was primarily driven ~~primarily~~ by the impact of our cost reduction ~~activities.~~activities and the product revenue mix and. Such improvement was partially offset by the lower gross margin of service and other revenue due to the planned expiration of a component of a customer lease agreement.

Operating Expenses


	Three Months Ended June 30,				Change					Six Months Ended June 30,				Change					Three Months Ended June 30,				Change					Six Months Ended June 30,				Change
(dollars in thousands)	2021		2020		$		%			2021		2020		$		%			2022		2021		$		%			2022		2021		$		%
Operating expenses:
Research and development	$	8,032	$	6,053	$	1,979		33	%	$	15,602	$	11,891	$	3,711		31	%	$	13,521	$	8,032	$	5,489		68	%	$	24,352	$	15,602	$	8,750		56	%
Sales and marketing		13,204		9,244		3,960		43	%		26,353		16,526		9,827		59	%		23,198		13,204		9,994		76	%		43,575		26,353		17,222		65	%
General and administrative		9,722		4,848		4,874		101	%		18,968		8,374		10,594		127	%		10,784		9,722		1,062		11	%		20,493		18,968		1,525		8	%
Total operating expenses	$	30,958	$	20,145		10,813		54	%	$	60,923	$	36,791		24,132		66	%	$	47,503	$	30,958		16,545		53	%	$	88,420	$	60,923		27,497		45	%

Research and development expenses increased by ~~$2.0~~$5.5 million, or ~~33%~~68% for the three months ended June 30, ~~2021 as compared to the three months ended June 30, 2020. The increase was primarily due to a $1.1 million increase in compensation~~2022, and ~~personnel costs, which includes a $0.5 million increase in stock-based compensation expense, and a $0.8 million increase in consultant services.~~

~~Research and development expenses increased~~ by ~~$3.7~~$8.8 million or ~~31%~~56% for the six months ended June 30, ~~2021~~2022, in each case, as compared to the ~~six months ended June 30, 2020. The increase was~~same periods in the prior year. These increases were primarily due to ~~a $3.2 million increase in compensation~~higher headcount and ~~personnel~~higher consulting services to support our product development activities. In addition, there were increased infrastructure costs which includes a $1.6 million increase in stock-based compensation expense, and a $0.8 million increase in consultant services. The increases were partially offset by a $0.4 million decrease in supplies and materials.to support our growth.

Sales and marketing expenses increased by ~~$4.0~~$10.0 million, or ~~43%~~76% for the three months ended June 30, ~~2021~~2022 as compared to the same quarter in the prior year. The increase was primarily driven by higher headcount and increased infrastructure costs to support our growth. In addition, there were higher travel and freight expenses for the three months ended June 30, ~~2020. The~~2022, as compared with the same quarter in the prior year. This increase was ~~primarily due to a $2.3 million increase in compensation and personnel costs, which includes a $1.0 million increase in stock-based compensation expense~~slightly offset by lower consulting expenses.~~, a $0.9 million increase in~~ ~~clinical sales~~ ~~consultant services, a $0.5 million increase in travel expenses and a $0.2 million~~ ~~increase in allocated costs for facilities and information technology to support the general expansion of our operations~~.

Sales and marketing expenses increased by ~~$9.8~~$17.2 million or ~~59%~~65% for the six months ended June 30, ~~2021~~2022 as compared to the same period in the prior year. The increase was primarily driven by higher headcount, higher commissions due to higher sales, and increased infrastructure costs to support our growth. In addition, there were higher travel and freight expenses for the six months ended June 30, ~~2020. The~~2022, as compared with the same quarter in the prior year. This increase was ~~primarily due to a $6.9 million increase in compensation and personnel costs, which includes a $2.6 million increase in stock-based compensation expense~~partially offset by lower consulting expenses.~~, a $2.0 million increase in~~ ~~clinical sales~~ ~~consultant services, a $0.4 million~~ ~~increase in allocated costs for facilities and information technology to support the general expansion of our operations, a $0.2 million in travel expenses and a $0.2 million increase in freight expenses~~.

General and administrative expenses increased by ~~$4.9~~$1.1 million or ~~101%~~11% for the three months ended June 30, ~~2021~~2022 as compared to the ~~three months ended June 30, 2020.~~same quarter in the prior year. The increase was primarily ~~due to a $3.1 million increase in compensation~~driven by higher headcount and personnel costs, which includes a $1.8 million increase in stock-based compensation expense, a $0.9 million increase in insurance costs, a $0.6 million increase in outside services costs, and a $0.4 million increase in allocated costs for facilities and information technologyhigher travel expenses to support ~~the general expansion of~~ our ~~operations.~~growth. The ~~increases were~~increase was partially offset by a ~~$0.1 million~~ decrease in ~~professional and consultant services.~~outside services costs.

General and administrative expenses increased by ~~$10.6~~$1.5 million or ~~127%~~8% for the six months ended June 30, ~~2021~~2022 as compared to the ~~six months ended June 30, 2020.~~same period in the prior year. The increase was primarily ~~due to a $6.6 million increase in compensation~~driven by higher headcount and ~~personnel~~increased infrastructure costs which includes a $4.3 million increase in stock-based compensation expense, a $1.8 million increase in insurance costs, a $1.2 million increase in allocated costs for facilities and information technology to support ~~the general expansion of~~ our ~~operations, a $0.6 million increase in outside services costs,~~growth. In addition, there were higher travel and ~~a $0.5 million increase in professional and consultant services. The increases were partially offset by a $0.1 million decrease in depreciation expense.~~

~~Other Income (Expense), Net~~

Three Months Ended June 30,

Change

Six Months Ended June 30,

Change

(dollars in thousands)

2021

2020

$

%

2021

2020

$

%

Other Income (Expense), Net:

Interest income and other income, net

$
164

$
67

$
97

145
%

$
276

$
527

$
(251
)

(48
)%
Interest expense

(431
)

(1,032
)

601

(58
)%

(853
)

(2,033
)

1,180

(58
)%
Change in fair value of redeemable
convertible preferred stock
warrant liability

—

(631
)

631

*

—

(530
)

530

*

Total other expense, net

$
(267
)

$
(1,596
)

1,329

(83
)%

$
(577
)

$
(2,036
)

1,459

(72
)%
* Not meaningful

~~Interest income and other income, net increased by $0.1 million, or 145% for the three months ended June 30, 2021 as compared to the three months ended June 30, 2020, primarily driven by a~~ ~~value added taxes refund related to startup costs in our new manufacturing facility received~~ ~~in the second quarter of 2021.~~

~~Interest income and other income, net decreased by $0.3 million, or 48%~~insurance expenses for the six months ended June 30, ~~2021~~2022 as compared towith the ~~six months ended June 30, 2020. The decrease was primarily due to a $0.6 million decrease in interest income driven by lower interest rates~~same quarter in the ~~first half of 2021. This decrease~~prior year. The increase was partially offset by a ~~$0.3 million~~decrease in outside services costs and a decrease in stock-based

~~value added taxes refund primarily~~

compensation expense due to the expense related to ~~startup costs~~stock options with performance and market-based vesting conditions in ~~our new manufacturing facility received~~ ~~during~~2020, which was fully recognized as of the ~~first half~~end of the third quarter of 2021.

~~Interest expense decreased~~Other Income (Expense), Net


	Three Months Ended June 30,						Change						Six Months Ended June 30,						Change
(dollars in thousands)	2022			2021			$			%			2022			2021			$			%
Other income (expenses), net:
Interest income and other income, net	$	459		$	164		$	295			180	%	$	579		$	276		$	303			110	%
Interest expense		(481	)		(431	)		(50	)		12	%		(903	)		(853	)		(50	)		6	%
Total other expenses, net	$	(22	)	$	(267	)		245			(92	)%	$	(324	)	$	(577	)		253			(44	)%

The increase in interest income and other income, net for the three and six months ended June 30, ~~2021~~2022 as compared to the same periods in the prior year was driven by higher interest rates.

Interest expense for the three and six months ended June 30, ~~2020. The decrease was driven primarily by a lower interest rate under~~2022 were relatively consistent with the ~~SVB Term Loan as compared to~~amounts for the ~~rate under~~same periods in the ~~Perceptive Term Loan, which we voluntarily repaid in July 2020.~~prior year.

The change in the fair value of redeemable convertible preferred stock warrant liability was driven by the changes in assumptions used to value the warrant liability. Upon the closing of our IPO in September 2020, all shares of our outstanding redeemable convertible preferred stock warrants were either exercised into common stock or automatically converted into warrants to purchase common stock. Accordingly, we have ceased to incur the change in the fair value of redeemable convertible preferred stock warrant liability as the entire redeemable convertible preferred stock warrant liability was reclassified to additional paid-in capital.

Liquidity and Capital Resources

Sources of Liquidity

As of June 30, ~~2021, the Company~~2022, we had cash, cash equivalents and short-term investments of ~~$396.2~~$262.1 million, which are available to fund future operations, and restricted cash of $33.3 million, for a total cash, cash equivalents, restricted cash and short-term investments balance of ~~$429.5~~$295.4 million.

Since our inception, we have incurred net losses and negative cash flows from operations. To date, we have financed our operations and capital expenditures primarily through sales of redeemable convertible preferred stock and common stock, revenue from sales, debt financings, and ~~issuances of debt. In September 2020, we completed our IPO for aggregate net~~ proceeds ~~of approximately $254.8 million (inclusive of the full exercise of the underwriters’~~from stock option ~~to purchase additional shares), net of offering costs, underwriter discounts~~exercises and ~~commissions of $23.1 million. In April 2021, we completed a follow-on public offering for aggregate net proceeds of approximately~~ employee stock purchases.~~$149.1 million, after deducting offering costs, underwriting discounts and commissions of $8.5 million.~~

We expect to continue to incur significant expenses for the foreseeable future and to incur operating losses in the near term while we make investments to support our anticipated growth. We may raise additional capital through the issuance of additional equity financing, debt financings, including through refinancing our existing debt, or other sources. If this financing is not available to us at adequate levels or on acceptable terms, we may need to reevaluate our operating plans. If we do raise additional capital through public or private equity offerings, the ownership interest of our existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect our existing stockholders’ rights. If we raise additional capital through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. We believe that our existing cash, cash equivalents and short-term investments, and cash generated from sales of our products and services, will be sufficient to meet our anticipated needs for at least the next 12 months from the issuance date of this Quarterly Report.

Cash Flows Summary

The following table summarizes the cash flows for each of the periods indicated (in thousands):


	Six Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2022			2021
Net cash (used in) provided by:
Operating activities	$	(69,457	)	$	(44,059	)	$	(76,910	)	$	(69,457	)
Investing activities		(104,267	)		25,471			(34,706	)		(104,267	)
Financing activities		153,026			126,797			4,765			153,026
Net (decrease) increase in cash, cash equivalents and restricted cash	$	(20,698	)	$	108,209
Net decrease in cash, cash equivalents and restricted cash							$	(106,851	)	$	(20,698	)

Operating Activities

The net cash used in operating activities of $76.9 million for the six months ended June 30, 2022 was due to a net loss of $80.7 million and a net cash outflow from the change in our operating assets and liabilities of $13.9 million, which were partially offset by adjustments for stock-based compensation expense of $12.4 million, depreciation and amortization of $2.6 million, accretion of discount on investments of $1.0 million, provision for inventories of $0.8 million, non-cash lease expense of $0.5 million, and non-cash interest expense of $0.3 million.The net cash outflow from operating assets and liabilities was primarily driven by an increase in inventories as a result of the timing of inventory purchases including advance purchases of inventory due to anticipated demand and to mitigate supply chain disruptions, a decrease in accrued payroll and related benefits, a decrease in operating lease liabilities and accrued warranty liability. The net cash outflow from operating assets and liabilities was partially offset by an increase in accounts payable and accrued expenses and other current liabilities due to timing of vendor payments, an increase in deferred revenue as a result of the growth of our business, a decrease in accounts receivable resulting from the timing of collections, and a decrease in prepaid expenses and other assets.

The net cash used in operating activities of $69.5 million for the six months ended June 30, 2021 was due to a net loss of $60.2 million and a net cash outflow from the change in our operating assets and liabilities of $23.1 million, which were partially offset by adjustments for stock-based compensation expense of $9.8 million, depreciation and amortization of $2.6 million, non-cash lease expense of $0.5 million, accretion of discount on investments of $0.4 million, non-cash interest expense of $0.3 million, and provision for inventories of $0.3 million.The net cash outflow from operating assets and liabilities was primarily ~~due to~~driven by an increase in inventories as a result of ~~$12.1 million due to~~ the timing of inventory purchases including advance purchases of inventory ~~due to~~for the transition to our own manufacturing facility, anticipated demand and to mitigate supply chaindisruptions, which partially related to COVID-19,, an increase in accounts receivable ~~of $9.9 million~~ due to timing of collections, a net decrease in account payable, accrued expenses and other current liabilities ~~of $1.0 million due to~~resulting from the timing of vendor payments and a decrease in accrued payroll and related benefits, ~~of $1.5 million,~~ and a decrease in operating lease ~~liabilities of $0.4 million.~~liabilities. The net cash outflow from operating assets and liabilities was partially offset by an increase in deferred revenue as a result of ~~$1.1 million due to~~ the growth of our business, an increase in prepaid expenses and other assets, ~~of $0.6 million,~~ and an increase in accrued warranty ~~liability of $0.2 million.~~liability.

Investing Activities

The net cash used in ~~operating~~investing activities of $34.7 million for the six months ended June 30, ~~2020~~2022 was ~~$44.1 million, attributable~~due primarily to ~~a net loss~~the purchases of ~~$47.2~~investment securities of $133.0 million and ~~a net change in our net operating assets~~the purchases of property and ~~liabilities~~equipment of ~~$0.3~~$3.5 million, partially offset by ~~non-cash charges~~the sales and maturities of ~~$3.4~~investment securities of $101.8 million. Non-cash charges primarily consisted of $1.3 million in stock-based compensation, $0.7 million in depreciation and amortization, $0.5 million in the change in the fair value of the redeemable convertible preferred stock warrant liability, $0.4 million in non-cash interest expense, $0.2 million in provision for inventory and $0.1 million in no-cash lease expense. The change in our net operating assets and liabilities was primarily due to a $3.4 million increase in accounts receivable and a $2.0 million increase in inventories due to growth in our business, a $0.7 million decrease in accounts payable due to timing of payments and a $0.6 million increase in prepaid expenses and other assets. These changes were partially offset by a $2.5 million increase in accrued expenses and other current liabilities due to timing of payments, a $2.2 million increase in deferred revenue mainly due to the growth of our business, a $1.1 million increase in accrued payroll and related benefits and a $0.6 million increase in accrued warranty liability.

~~Investing Activities~~

The net cash used in investing activities of $104.3 million for the six months ended June 30, 2021 was due primarily to the purchases of investment securities of $122.4 million and the purchases of property and equipment of $1.8 million, partially offset by the sales and maturities of investment securities of $19.9 million.

Financing Activities

The net cash provided by ~~investing~~financing activities of $4.8 million for the six months ended June 30, ~~2020~~2022 was ~~$25.5~~due to proceeds of $4.8 million from employee exercises of stock options and ~~related primarily to the sales and maturities of investment securities of $30.5 million, partially offset by the purchases of property and equipment of $5.0 million.~~ESPP purchases.

~~Financing Activities~~

The net cash provided by financing activities of $153.0 million for the six months ended June 30, 2021 was due primarily to the net proceeds of $149.1 million from the issuance of our common stock upon the follow-on offering and the proceeds of $3.9 million from employee exercises of stock options and ~~employee stock purchase plan~~ESPP purchases.

~~The net cash provided by financing activities for~~Contractual Obligations and Commitments

During the six months ended June 30, ~~2020 was due primarily to the net proceeds of $126.8 million from the issuance of our Series E redeemable convertible preferred stock.~~

~~Contractual Obligations and Commitments~~

~~During the three and six months ended June 30, 2021,~~2022, there have been no material changes to our contractual obligations from those disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our ~~2020~~2021 Annual Report.

Off-Balance Sheet Arrangements

During the periods presented, we did not have, nor do we currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of the financial condition and results of operations is based on the financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenues and expenses incurred during the reporting periods. The estimates are based on historical experience and on various other factors that are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

There have been no significant changes in our critical accounting policies and estimates as compared to the critical accounting policies and estimates disclosed in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our ~~2020~~2021 Annual Report. For additional information, please refer to Note 2 to our unaudited condensed financial statements in this Quarterly Report.

~~Emerging Growth Company Status~~

~~We are an emerging growth company, as defined in the~~Jumpstart Our Business Startups Act (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

Because (i) the aggregate worldwide market value of our voting common stock held by non-affiliates (or "public float") exceeded $700 million on June 30, 2021, (ii) we will have been subject to the reporting requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) for at least twelve calendar months, (iii) we have previously filed an annual report under Section 13(a) or 15(d) of the Exchange Act and (iv) we are not eligible for smaller reporting company status because we exceed the public float and revenue threshold for such status, we will qualify as a "large accelerated filer" under Rule 12b-2 of the Exchange Act as of the end of the current fiscal year. As a large accelerated filer, we will no longer qualify as an emerging growth company.

Recent Accounting Pronouncements

See Note 2 to our unaudited condensed financial statements included elsewhere in this Quarterly Report for more information.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

~~Interest Rate Risk~~

Our cash, cash equivalents, restricted cash and short-term investments are held in bank deposits, money market funds, U.S. Treasury and debt securities. Such interest-earning instruments carry a degree of interest rate risk. The goals of our investment policy are liquidity and capital preservation; we do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate exposure. We believe that we do not have any material exposure to changes in the fair value of these assets as a result of changes in interest rates due to the relative short-term nature of our cash, cash equivalents and short-term investments.

As of June 30, 2021, we had $30.0 million in variable rate debt outstanding. The SVB Term Loan matures on November 1, 2025, with interest-only monthly payments until June 2023. The term loan accrues interest at a rate per annum equal to the greater of (A) one-half of one percent (0.50%) above the Prime Rate as reported in the Wall Street Journal then in effect (which shall not be less than zero) and (B) three and three-quarters of one percent (3.75%). An immediate 100 basis pointThere has been no material change in the ~~prime~~nature of the Company’s interest rate ~~would not have a material impact on our debt-related obligations, financial position~~risks or ~~results of operations.~~

~~Foreign Currency Exchange Risk~~

~~Our expenses are generally denominated~~foreign currency exchange risks from those described in ~~U.S. dollars. However, as~~ ~~certain~~Part II Item 7A of our ~~Mexico-based manufacturing operations incur costs that are denominated in Mexican Pesos (“MXN”), we are exposed to the risk of currency fluctuations between the U.S. dollar and MXN.~~ ~~To date, foreign currency transaction gains and losses have not been material to our financial statements.~~2021 Annual Report.

Unfavorable changes in foreign exchange rates versus the U.S. dollar could increase our product costs, thus reducing our gross profit. We have not engaged in the hedging of foreign currency transactions to date, although we may choose to do so in the future. We do not believe that an immediate 10% increase or decrease in the relative value of the U.S. dollar to other currencies would have a material effect on our operating results or financial condition.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation and supervision of our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and ~~forms,~~forms. Disclosure controls and procedures are also designed to provide reasonable assurance that such information is accumulated and communicated to our management, including our Chief Executive Officer and ~~our~~the Chief Financial Officer, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objective and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of the end of the period covered by this Quarterly Report.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

~~From time to time we may become involved~~The information set forth under “Litigation” in ~~legal proceedings or investigations, which could have an adverse impact on~~Note 6, Commitments and Contingencies, of the notes accompanying our ~~reputation, business and~~unaudited condensed financial condition and divert the attention of our management from the operation of our business. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, results of operations, financial condition or cash flows.statements in this Quarterly Report is incorporated herein by reference.

Item 1A. Risk Factors.

You should carefully consider the risk factors discussed in Part I, “Item 1A. Risk Factors” in our ~~2020~~2021 Annual Report, as updated by the risk factors discussed in Part II, “Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the fiscal quarter ended ~~March~~Mach 31, ~~2021~~2022 (“Q1 ~~2021~~2022 Quarterly Report”), which could materially affect our business, financial position, or future results of operations. There have been no material changes to the risk factors described in our ~~2020~~2021 Annual Report, as updated by our Q1 ~~2021~~2022 Quarterly ~~Report.~~ Report, except as set forth below. The risks described in our ~~2020~~2021 Annual Report and our Q1 ~~2021~~2022 Quarterly Report as updated below are not the only risks that we face. Additional risks and uncertainties not precisely known to us, or that we currently deem to be immaterial, may also arise and materially impact our business. If any of these risks occur, our business, results of operations and financial condition could be materially and adversely affected and the trading price of our common stock could decline.

While we recently resumed marketing and shipping the Tablo System for home use following the FDA’s clearance of our most recent 510(k) submission, our business and operations may continue to experience disruptions as a result of the prior shipment hold. In addition, as we continue to modify Tablo from time to time, such modifications may require new 510(k) clearances from the FDA, which we may not be able to obtain on a timely basis or at all.

Since Tablo’s original clearance by the FDA for home use in March 2020, we have made certain changes to the device over time. In May 2021, we submitted a “catch-up” 510(k) application to the FDA covering the design changes for patient use in the home. In May 2022, after further discussions with the FDA and receiving indications that the clearance of this 510(k) application would be delayed beyond our original expectations, we implemented a shipment hold on the distribution and marketing of Tablo for use in the home environment pending the FDA’s review and clearance of this 510(k) application. In late July 2022, the FDA cleared this 510(k) application of Tablo for patient use in the home and we have resumed marketing and shipping Tablo for home use.

The shipment hold on Tablo for home use had a significant negative impact on our bookings and revenue for the second quarter of 2022, as well as on our pipeline of potential new deals. Following the most recent 510(k) clearance, we have resumed marketing and shipping Tablo for home use. However, we may continue to experience disruptions to our home and acute business and operations that could materially and adversely impact our results of operations, financial condition and growth prospects as we recover from the interruption to, and loss of momentum in, our home commercialization and marketing, related disruptions to our acute business, and any negative effects to our reputation as a result of the hold.

Moreover, as we continue to modify Tablo from time to time, we may determine that such modifications could significantly affect safety and effectiveness of the device and thereby require new 510(k) clearances. Further, even in instances where we determine modifications to Tablo do not require a new 510(k) clearance, the FDA may disagree and we may ultimately be required to make additional changes to the Tablo System, we may need to submit a new 510(k) application and obtain clearance, we may be required to temporarily suspend shipment of, withdraw or recall Tablo until such clearance is obtained (which may not happen in a timely manner or at all), and/or we may be subject to other enforcement actions or proceedings and litigation, all of which would materially and adversely disrupt and harm our business and future growth. Where we determine that modifications to Tablo do require a new 510(k) clearance from the FDA, we may not be able to obtain such clearance in a timely manner, or at all. Obtaining clearances can be a time-consuming process, and delays in obtaining required future clearances could adversely affect our ability to make updates to Tablo in a timely manner, which in turn would harm our future growth.

Our customers are facing staffing shortages, increased costs and other financial pressures that have had, and may continue to have, a negative impact on our revenue.

Healthcare providers (including our existing and prospective customers) are facing a nationwide shortage of qualified nurses and other clinical personnel due to long-term trends that have been exacerbated by the COVID-19 pandemic. As competition for these healthcare professionals has intensified, providers are facing increased difficulties attracting and retaining skilled clinical personnel, resulting in increased costs, staffing shortages, and other disruptions. These challenging labor market conditions in the healthcare industry have been heightened by the increased demand for, and demand upon, nurses and other staff resulting from the pandemic. There is a risk that the increased costs and other disruptions caused by the shortage of dialysis nurses, technicians and other staff could cause existing or prospective customers to delay continued investment in or adoption of new technologies and postpone purchasing decisions. For example, during the second quarter of 2022, our existing and potential customers began to face increasing staffing

shortages and increased labor costs, combined with economic pressures resulting from general economic and financial market conditions, primarily escalating inflation, tightening hospital operating budgets and increased scrutiny of capital purchase decisions, all of which generally have the effect of lengthening the average sales cycle and elongating the timing of installations. Toward the end of the quarter, we began to see early indications of the impact these factors had across our customer base on pipeline development and installation schedules, which, in turn, negatively impacted our bookings, delayed our shipments and adversely impacted our revenues for the second quarter of 2022. If our customers continue to face prolonged volatility, uncertainty, staffing shortages, rising costs and financial pressures, whether due to the pandemic, general macroeconomic conditions or otherwise, it could ultimately adversely impact our ability to expand existing customer relationships or attract new customers of Tablo, and have a material adverse effect on our bookings, revenues, results of operations, and, ultimately, our future growth and profitability.

We may in the future become subject to a post-market surveillance order issued by the FDA for our Tablo System that could lead to making changes to or recalling or withdrawing the Tablo System from the field, or modifications to our labeling, which could harm our business.

The FDA has previously notified us that the Tablo System is subject to a mandatory post-market surveillance order under Section 522 of the Federal Food Drug and Cosmetic Act (FDCA), requiring that we conduct a human factors study encompassing both summative and real-world data, as well as conduct a detailed analysis of adverse events and complaints from home users. Because the version of the Tablo System and software that was subject to the 510(k) application for home use submitted in May 2021 was the version we planned to use in the human factors study, we had intended to initiate the human factors study in accordance with our approved 522 study protocol upon FDA clearance of that 510(k) application. In July 2022, the FDA notified us that they have placed the 522 study requirement on hold because the original order specifically pertained to a prior version of Tablo. It currently remains uncertain whether the FDA will issue a new 522 order applicable to the current version of Tablo or extend the requirements of the prior 522 study order to apply to the version of Tablo that is the subject of the recently cleared 510(k). If the FDA does require us to run a 522 study with the version of Tablo that is the subject of the most recent clearance, we would need to submit and obtain the FDA’s approval of an updated 522 study protocol for the current version of Tablo before we could commence, conduct and complete the study. Should the FDA decide that the use of the Tablo System in the home environment identifies new concerns related to the safety and effectiveness of the product, or if the FDA determines that the requirements of the 522 order are otherwise unmet, we may be required to make changes to our Tablo System or its labeling for which we may need to submit new marketing authorization applications and obtain clearance, we may need to temporarily suspend shipment of Tablo, withdraw or recall the Tablo System from the market, and we may be subject to other enforcement actions, any of which could materially and adversely harm our business.

Litigation and other legal proceedings may adversely affect our business.

From time to time we may become involved in legal proceedings relating to patent and other intellectual property matters, product liability claims, employee claims, tort or contract claims, federal regulatory investigations, securities class action and other legal proceedings or investigations, which could have an adverse impact on our reputation, business and financial condition and divert the attention of our management from the operation of our business. For example, on July 8, 2022, a purported stockholder class action lawsuit was filed against the Company, our Chief Executive Officer, Chief Financial Officer and former Chief Financial Officer, in the U.S. District Court for the Northern District of California alleging that the defendants violated federal securities laws by making false or misleading statements regarding the Company’s regulatory studies of the Tablo Hemodialysis System for at home use and the Company’s prospects related to the sale of the system for at home use. For further information, see the section entitled “Litigation” in Note 6, Commitments and Contingencies, to our unaudited condensed financial statements included in this Quarterly Report. Litigation is inherently unpredictable and can result in excessive or unanticipated verdicts and/or injunctive relief that affect how we operate our business. We could incur judgments or enter into settlements of claims for monetary damages or for agreements to change the way we operate our business, or both. There may be an increase in the scope of these matters or there may be additional lawsuits, claims, proceedings or investigations in the future, which could have a material adverse effect on our business, financial condition and results of operations. Adverse publicity about regulatory or legal action against us could damage our reputation and brand image, undermine our customers’ confidence and reduce long-term demand for Tablo, even if the regulatory or legal action is unfounded or not material to our operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(a) Sales of Unregistered Securities

~~None.~~Not applicable.

(b) Use of Proceeds from Public Offering of Common Stock

The offer and sale of shares in our IPO was registered under the Securities Act pursuant to a registration statement on Form S-1 (File No.333-248225), which was declared effective by the SEC on September 17, 2020. The remainder of the information required by this item regarding the use of our IPO proceeds has been omitted pursuant to SEC rules because such information has not changed since our last periodic report was filed.

Not applicable.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.


		Incorporation by Reference
Exhibit Number	Description	Form	File No.	Exhibit	Filing Date

3.1	Form of Amended and Restated Certificate of Incorporation of Outset Medical, Inc.	S-1/A	333-248225	3.1	September 9, 2020

3.2	Form of Amended and Restated Bylaws of Outset Medical, Inc.	S-1/A	333-248225	3.2	September 9, 2020

4.1	Form of Common Stock Certificate	S-1/A	333-248225	4.1	September 9, 2020

4.2	Amended and Restated Registration Rights Agreement	S-1	333-248225	4.2	August 21, 2020

4.3	Form of Series A Warrant Agreement #1	S-1	333-248225	4.3	August 21, 2020

4.4	Form of Series A Warrant Agreement #2	S-1	333-248225	4.4	August 21, 2020

31.1*	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

* Filed herewith.

SIGNATURES

~~Filed herewith.~~

~~SIGNATURES~~

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	Outset Medical, Inc.

Date: August ~~5, 2021~~2, 2022	By:	/s/ Leslie Trigg
		Leslie Trigg
		President and Chief Executive Officer (Principal Executive Officer)

Date: August ~~5, 2021~~2, 2022	By:	/s/ Nabeel Ahmed
		Nabeel Ahmed
		Chief Financial Officer (Principal Financial and Accounting Officer)

2627


Delaware	20-0514392
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3052 Orchard Dr. San Jose, California	95134
(Address of principal executive offices)	(Zip Code)


	June 30,			December 31,			June 30,			December 31,
	2021			2020			2022			2021
	(Unaudited)						(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	274,274		$	294,972		$	75,497		$	182,348
Short-term investments		121,934			19,898			186,565			157,140
Accounts receivable, net		16,411			6,468			24,627			25,600
Inventories		28,882			18,384			53,689			39,185
Prepaid expenses and other current assets		6,459			6,189			5,399			5,529
Total current assets		447,960			345,911			345,777			409,802
Restricted cash		33,311			33,311			33,311			33,311
Property and equipment, net		15,275			14,998			15,245			12,964
Operating lease right-of-use assets		7,752			8,253			6,687			7,231
Other assets		515			1,356			216			156
Total assets	$	504,813		$	403,829		$	401,236		$	463,464
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	2,364		$	4,948		$	2,753		$	1,763
Accrued compensation and related benefits		15,308			16,845			15,795			24,948
Accrued expenses and other current liabilities		9,256			7,903			23,261			13,789
Accrued warranty liability		3,073			2,913			3,444			3,704
Deferred revenue, current		4,373			3,201			7,752			6,340
Operating lease liabilities, current		1,069			882			1,235			1,151
Term loan, current								1,000			0
Total current liabilities		35,443			36,692			55,240			51,695
Accrued interest, noncurrent		479			240			960			721
Deferred revenue, noncurrent		515			570			205			312
Operating lease liabilities, noncurrent		7,496			8,044			6,261			6,893
Term loan, noncurrent		29,718			29,674			28,806			29,762
Total liabilities		73,651			75,220			91,472			89,383
Commitments and contingencies (Note 6)
Stockholders' equity:
Preferred stock, $0.001 par value; 5,000 shares authorized, and 0 shares issued and outstanding as of June 30, 2021 and December 31, 2020		—			—
Common stock, $0.001 par value; 300,000 shares authorized as of June 30, 2021 and December 31, 2020; 46,225 and 42,722 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively		46			43
Preferred stock, $0.001 par value; 5,000 shares authorized, and 0 shares issued and outstanding as of June 30, 2022 and December 31, 2021								0			0
Common stock, $0.001 par value; 300,000 shares authorized as of June 30, 2022 and December 31, 2021; 47,997 and 47,241 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively								48			47
Additional paid-in capital		985,436			822,624			1,017,396			1,000,212
Accumulated other comprehensive (loss) income		(28	)		1
Accumulated other comprehensive loss								(955	)		(184	)
Accumulated deficit		(554,292	)		(494,059	)		(706,725	)		(625,994	)
Total stockholders' equity		431,162			328,609			309,764			374,081
Total liabilities and stockholders' equity	$	504,813		$	403,829		$	401,236		$	463,464


	Six Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2022			2021
Cash flows from operating activities:
Net loss	$	(60,233	)	$	(47,155	)	$	(80,731	)	$	(60,233	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense								12,420			9,789
Depreciation and amortization		2,553			688			2,586			2,553
Non-cash lease expense		501			108			544			501
Non-cash interest expense		282			400			282			282
Accretion of discount on investments, net		435			62			1,035			435
Provision for accounts receivable		5			98
Provision for inventories		325			249	��		808			325
Stock-based compensation expense		9,789			1,263
Change in fair value of redeemable convertible preferred stock warrant liability		—			530
Other non-cash items								29			5
Changes in operating assets and liabilities:
Accounts receivable		(9,946	)		(3,402	)		964			(9,946	)
Inventories		(12,116	)		(2,025	)		(15,311	)		(12,116	)
Prepaid expenses and other assets		570			(590	)		70			570
Accounts payable		(2,509	)		(726	)		684			(2,509	)
Accrued payroll and related benefits		(1,538	)		1,055			(9,153	)		(1,538	)
Accrued expenses and other current liabilities		1,508			2,510			8,366			1,508
Accrued warranty liability		160			601			(260	)		160
Deferred revenue		1,117			2,205			1,305			1,117
Operating lease liabilities		(360	)		70			(548	)		(360	)
Net cash used in operating activities		(69,457	)		(44,059	)		(76,910	)		(69,457	)
Cash flows from investing activities:
Purchases of property and equipment		(1,766	)		(4,987	)		(3,475	)		(1,766	)
Purchases of investment securities		(122,401	)		—			(133,015	)		(122,401	)
Sales and maturities of investment securities		19,900			30,458			101,784			19,900
Net cash (used in) provided by investing activities		(104,267	)		25,471
Net cash used in investing activities								(34,706	)		(104,267	)
Cash flows from financing activities:
Proceeds from issuance of common stock upon follow-on public offering, net of issuance costs		149,085			—
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs		—			126,758
Proceeds from stock option exercises and employee stock purchase plan purchases		3,941			94			4,765			3,941
Repayment of finance lease		—			(5	)
Payment of deferred offering costs		—			(50	)
Proceeds from issuance of common stock upon follow-on public offerings, net of issuance costs								0			149,085
Net cash provided by financing activities		153,026			126,797			4,765			153,026
Net (decrease) increase in cash, cash equivalents and restricted cash		(20,698	)		108,209
Net decrease in cash, cash equivalents and restricted cash								(106,851	)		(20,698	)
Cash, cash equivalents and restricted cash as of beginning of period		328,283			37,669			215,659			328,283
Cash, cash equivalents and restricted cash as of end of period	$	307,585		$	145,878		$	108,808		$	307,585

Supplemental cash flow disclosures:
Cash paid for income taxes	$	42		$	—		$	283		$	42
Cash paid for interest	$	149		$	1,600		$	621		$	149
Cash paid for amounts included in the measurement of operating lease liabilities	$	360		$	13		$	548		$	360
Supplemental non-cash investing and financing activities:
Capital expenditures included in accounts payable and accrued expenses							$	1,613		$	92
Transfer of inventories to property and equipment							$	0		$	1,294


☒		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


		Page
PART I.	FINANCIAL INFORMATION	1
Item 1.	Financial Statements (Unaudited)	1
	Condensed Balance Sheets	1
	Condensed Statements of Operations	2
	Condensed Statements of Comprehensive Loss	3
	Condensed Statements of ~~Redeemable Convertible Preferred Stock and~~ Stockholders’ Equity ~~(Deficit)~~	4
	Condensed Statements of Cash Flows	6
	Notes to Condensed Financial Statements	87
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1513
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2322
Item 4.	Controls and Procedures	2322
PART II.	OTHER INFORMATION	2423
Item 1.	Legal Proceedings	2423
Item 1A.	Risk Factors	2423
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	2425
Item 4.	Mine Safety Disclosures	2425
Item 5.	Other Information	2425
Item 6.	Exhibits	2526
Signatures		2627

	Redeemable Convertible Preferred Stock				Common Stock				Additional Paid-in		Accumulated Other Comprehensive			Accumulated			Total Stockholders’ Equity
	Shares		Amount		Shares		Amount		Capital		Income (Loss)			Deficit			(Deficit)
Balance as of December 31, 2020		—	$	—		42,722	$	43	$	822,624	$	1		$	(494,059	)	$	328,609
Issuance of common stock through employee stock purchase plan		—		—		80		—		1,838		—			—			1,838
Stock option exercises		—		—		86		—		380		—			—			380
Stock-based compensation expense		—		—		—		—		5,852		—			—			5,852
Unrealized loss on available-for-sale securities		—		—		—		—		—		(9	)		—			(9	)
Net loss		—		—		—		—		—		—			(30,025	)		(30,025	)
Balance as of March 31, 2021		—	$	—		42,888	$	43	$	830,694	$	(8	)	$	(524,084	)	$	306,645
Issuance of common stock upon follow-on public offering, net of issuance costs		—		—		2,946		3		149,082		—			—			149,085
Issuance of common stock for settlement of RSUs		—		—		1		—		—		—			—			—
Stock option exercises		—		—		390		—		1,723		—			—			1,723
Stock-based compensation expense		—		—		—		—		3,937		—			—			3,937
Unrealized loss on available-for-sale securities		—		—		—		—		—		(20	)		—			(20	)
Net loss		—		—		—		—		—		—			(30,208	)		(30,208	)
Balance as of June 30, 2021		—	$	—		46,225	$	46		985,436	$	(28	)	$	(554,292	)	$	431,162

		December 31, 2020
		Amortized Costs		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Aggregate Fair Value
Assets:
Cash equivalents:
Money market funds	Level 1	$	56,056	$	—	$	—	$	56,056
Short-term investments:
U.S. Treasury securities	Level 1		14,999		1		—		15,000
Corporate debt	Level 2		4,898		—		—		4,898
Total cash equivalents and short-term investments		$	75,953	$	1	$	—	$	75,954

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company