Document Entity And Information
Document Entity And Information | 3 Months Ended |
Mar. 31, 2022 | |
Cover [Abstract] | |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | Amendment No. 1 |
Entity Registrant Name | SECOND SIGHT MEDICAL PRODUCTS, INC. |
Entity Central Index Key | 0001266806 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | |||||
Cash and cash equivalents | $ 59,599 | $ 69,593 | $ 3,177 | ||
Prepaid expenses and other current assets | 618 | 914 | 1,092 | ||
Total current assets | 60,217 | 70,507 | 4,269 | ||
Property and equipment, net | 119 | 117 | 174 | ||
Right-of-use assets | 184 | 228 | |||
Deposits and other assets | 18 | 27 | 17 | ||
Total assets | 68,538 | 70,879 | 4,460 | ||
Current liabilities: | |||||
Accounts payable | 744 | 519 | 486 | ||
Accrued expenses | 715 | 548 | 1,210 | ||
Accrued compensation expense | 462 | 748 | 173 | ||
Accrued clinical trial and grant expenses | 219 | 462 | 1,063 | ||
Current operating lease liabilities | 199 | 185 | |||
Current debt | 2,200 | ||||
Total current liabilities | 2,385 | 2,462 | 5,132 | ||
Long term operating lease liabilities | 52 | ||||
Total liabilities | 2,385 | 2,514 | 5,132 | ||
Commitments and contingencies | |||||
Stockholders' equity: | |||||
Preferred stock, no par value, 10,000 shares authorized; none outstanding | |||||
Common stock, no par value; 300,000 shares authorized; shares issued and outstanding: 39,409 as of March 31, 2022 and December 31, 2021 | 347,940 | 347,940 | 270,126 | ||
Additional paid-in capital | 49,402 | 49,389 | 49,314 | ||
Accumulated other comprehensive loss | (392) | (379) | (448) | ||
Accumulated deficit | (330,797) | (328,585) | (319,664) | ||
Total stockholders' equity | 66,153 | 68,365 | $ 21,006 | (672) | $ 7,275 |
Total liabilities and stockholders' equity | $ 68,538 | $ 70,879 | $ 4,460 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Condensed Consolidated Balance Sheets (unaudited) | |||
Preferred stock, no par value (in dollars per share) | $ 0 | $ 0 | $ 0 |
Preferred stock, shares authorized | 10,000 | 10,000 | 10,000 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, no par value (in dollars per share) | $ 0 | $ 0 | $ 0 |
Common stock, shares authorized | 300,000 | 300,000 | 300,000 |
Common stock, shares issued | 39,409 | 39,409 | 23,214 |
Common stock, shares outstanding | 39,409 | 39,409 | 23,214 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Condensed Consolidated Statements of Comprehensive Loss (unaudited) | |||||||||||
Cost of sales | $ (130) | $ (500) | |||||||||
Gross profit | $ 130 | $ 500 | 130 | 500 | |||||||
Operating expenses: | |||||||||||
Research and development, net of grants | $ 645 | $ 334 | 2,370 | 4,836 | |||||||
Clinical and regulatory, net of grants | 105 | 37 | 378 | 1,687 | |||||||
Selling and marketing | 701 | ||||||||||
General and administrative | 1,466 | 2,472 | 6,315 | 5,943 | |||||||
Restructuring charges | 2,229 | ||||||||||
Total operating expenses | 2,216 | 2,843 | 9,063 | 15,396 | |||||||
Loss from operations | (2,216) | (1,291) | $ (2,503) | $ (2,296) | (2,843) | (1,274) | $ (1,602) | $ (3,116) | $ (8,904) | (8,933) | (14,896) |
Interest income | 4 | 12 | 16 | ||||||||
Net loss | $ (2,212) | $ (1,283) | $ (2,501) | $ (2,294) | $ (2,843) | $ (1,291) | $ (1,603) | $ (3,100) | $ (8,886) | $ (8,921) | $ (14,880) |
Net loss per common share - basic | $ (0.06) | $ (0.03) | $ (0.06) | $ (0.08) | $ (0.12) | $ (0.06) | $ (0.07) | $ (0.15) | $ (0.57) | $ (0.27) | $ (0.72) |
Net loss per common share - diluted | $ (0.06) | $ (0.03) | $ (0.06) | $ (0.08) | $ (0.12) | $ (0.06) | $ (0.07) | $ (0.15) | $ (0.57) | $ (0.27) | $ (0.72) |
Weighted average shares outstanding - basic | 39,409 | 23,537 | 32,817,000 | 20,575,000 | |||||||
Weighted average shares outstanding - diluted | 39,409 | 23,537 | 32,817,000 | 20,575,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Condensed Consolidated Statements of Comprehensive Loss (unaudited) | |||||||||||
Net loss | $ (2,212) | $ (1,283) | $ (2,501) | $ (2,294) | $ (2,843) | $ (1,291) | $ (1,603) | $ (3,100) | $ (8,886) | $ (8,921) | $ (14,880) |
Other comprehensive income (loss): | |||||||||||
Foreign currency translation adjustments | (13) | 36 | 69 | 114 | |||||||
Comprehensive loss | $ (2,225) | $ (2,807) | $ (8,852) | $ (14,766) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholder's Equity (Deficit) - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 264,008 | $ 48,613 | $ (562) | $ (304,784) | $ 7,275 |
Balance beginning (in shares) at Dec. 31, 2019 | 15,643 | ||||
Repurchase of fractional shares in connection with reverse stock split | $ (11) | (11) | |||
Repurchase of fractional shares in connection with reverse stock split (in shares) | (2) | ||||
Issuance of common stock, net of issuance costs | $ 6,393 | 280 | 6,673 | ||
Issuance of common stock and warrants in connection with rights offering, net of issuance costs (in shares) | 7,500 | ||||
Issuance of common stock in connection with ATM | $ 6 | 6 | |||
Issuance of common stock in connection with ATM (in shares) | 1 | ||||
Stock-based compensation expense | 421 | 421 | |||
Repurchase of ESPP shares as part of a rescission offer | $ (270) | (270) | |||
Repurchase of ESPP shares as part of a rescission offer (in shares) | (39) | ||||
Cash-less exercise of underwriters warrants (in shares) | 96 | ||||
Release of restricted stock units (in shares) | 15 | ||||
Comprehensive loss: | |||||
Net loss | (14,880) | (14,880) | |||
Foreign currency translation adjustment | 114 | 114 | |||
Comprehensive loss | 114 | (14,880) | (14,766) | ||
Ending balance, value at Dec. 31, 2020 | $ 270,126 | 49,314 | (448) | (319,664) | $ (672) |
Ending balance (in shares) at Dec. 31, 2020 | 23,214 | 23,214 | |||
Repurchase of fractional shares in connection with reverse stock split (in shares) | 4,650 | ||||
Stock-based compensation expense | 19 | $ 19 | |||
Exercise of underwriter's warrants | $ 15 | 15 | |||
Exercise of underwriters warrants (in shares) | 44 | ||||
Comprehensive loss: | |||||
Net loss | (2,843) | (2,843) | |||
Foreign currency translation adjustment | 36 | 36 | |||
Comprehensive loss | (2,807) | ||||
Ending balance, value at Mar. 31, 2021 | $ 294,592 | 49,333 | (412) | (322,507) | 21,006 |
Ending balance (in shares) at Mar. 31, 2021 | 27,908 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 270,126 | 49,314 | (448) | (319,664) | $ (672) |
Balance beginning (in shares) at Dec. 31, 2020 | 23,214 | 23,214 | |||
Issuance of common stock, net of issuance costs | $ 77,789 | $ 77,789 | |||
Issuance of common stock and warrants in connection with rights offering, net of issuance costs (in shares) | 16,150 | ||||
Stock-based compensation expense | 75 | 75 | |||
Exercise of underwriter's warrants | $ 25 | 25 | |||
Exercise of underwriters warrants (in shares) | 45 | ||||
Comprehensive loss: | |||||
Net loss | (8,921) | (8,921) | |||
Foreign currency translation adjustment | 69 | 69 | |||
Comprehensive loss | 69 | (8,921) | (8,852) | ||
Ending balance, value at Dec. 31, 2021 | $ 347,940 | 49,389 | (379) | (328,585) | $ 68,365 |
Ending balance (in shares) at Dec. 31, 2021 | 39,409 | 39,409 | |||
Stock-based compensation expense | 13 | $ 13 | |||
Comprehensive loss: | |||||
Net loss | (2,212) | (2,212) | |||
Foreign currency translation adjustment | (13) | (13) | |||
Comprehensive loss | (2,225) | ||||
Ending balance, value at Mar. 31, 2022 | $ 347,940 | $ 49,402 | $ (392) | $ (330,797) | $ 66,153 |
Ending balance (in shares) at Mar. 31, 2022 | 39,409 | 39,409 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (8,921) | $ (14,880) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 70 | 164 |
Stock-based compensation | 75 | 421 |
Non-cash lease expense | 9 | 3 |
Restructuring charges-inventory impairment | 1,214 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 461 | |
Inventories | 529 | |
Prepaid expenses and other assets | 168 | (785) |
Accounts payable | 63 | (1,051) |
Accrued expenses | (625) | (731) |
Accrued compensation expenses | 574 | (2,524) |
Accrued clinical trial and grant expenses | (601) | 357 |
Net cash used in operating activities | (9,188) | (16,822) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (14) | (330) |
Sale of assets held for sale | 398 | |
Net cash used in investing activities | (14) | 68 |
Cash flows from financing activities: | ||
Net proceeds from sale of common stock | 77,789 | 6,679 |
Repurchase of ESPP shares and fractional shares in connection with reverse stock split | (281) | |
Debt financing (repayment) | (2,200) | 2,200 |
Proceeds from exercise of options, warrants and employee stock purchase plan options | 25 | |
Net cash provided by financing activities | 75,616 | 8,598 |
Effect of exchange rate changes on cash and cash equivalents | 2 | 6 |
Cash and cash equivalents: | ||
Net Increase (decrease) | 66,416 | (8,150) |
Balance at beginning of period | 3,177 | 11,327 |
Balance at end of period | 69,593 | 3,177 |
Supplemental disclosure of cash flow information; | ||
Interest | $ 135 | |
Non-cash financing activities: | ||
Fair value of warrants issued in connection with issuance of common stock | $ 280 |
Organization and Business Opera
Organization and Business Operations | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization and Business Operations | 1. Organization and Business Operations Second Sight Medical Products, Inc. (“Second Sight,” the “Company,” “we,” “us,” “our” or similar terms) has developed, manufactured and marketed implantable visual prosthetics that are intended to deliver useful artificial vision to blind individuals. We are a recognized global leader in neuromodulation devices for blindness, and are committed to developing new technologies to treat the broadest population of sight-impaired individuals. Agreement and Plan of Merger with Nano Precision Medical, Inc. As disclosed in the Company’s Current Report on Form 8-K filed with the SEC on February 8, 2022, on February 4, 2022, Second Sight entered into the agreement and plan of merger (the “Merger Agreement”) with Nano Precision Medical, Inc., a California corporation (“NPM”), and, upon and subject to the execution of a joinder, NPM Acquisition Corp., a California corporation and a wholly-owned subsidiary of the Company (“Merger Sub”). Pursuant to the Merger Agreement and subject to the terms and conditions set forth therein, NPM will merge with and into Merger Sub (the “Merger”), and upon consummation of the Merger, Merger Sub will cease to exist and NPM will become a wholly-owned subsidiary of the Company. Upon completion of the Merger and subject to shareholder approval, the Company will change its name as the Company and NPM may agree in the future and change its trading symbol as NPM requests in writing following consultation with Nasdaq. Subject to the terms and conditions of the Merger Agreement, if the Merger is completed, the securities of NPM will be converted into the right to receive an aggregate of approximately 134,349,464 shares of the Company’s common stock (the “Merger Shares”) representing approximately 77.32% of the total issued and outstanding shares of common stock of the Company on a fully converted basis, including, without limitation, giving effect to the conversion of all options, warrants, and any and all other convertible securities. The Merger will involve change of control and may be consummated only following the approval of the Company’s shareholders. The Company filed a Registration Statement on Form S-4 on May 13, 2022 in connection with the Merger to register the Merger Shares. SAFE Agreement On February 4, 2022, in connection with the Merger, Second Sight and NPM also entered into a Simple Agreement for Future Equity (“SAFE”) whereby Second Sight would provide to NPM, pending closing of the Merger, an investment advance of $8 million which, effective upon the termination date of the Merger Agreement without completion of the Merger, will result in NPM’s issuing to Second Sight that number of shares of NPM common stock which following that issuance will equal not less than 2.133% of the issued and outstanding shares of NPM common stock assuming exercise or conversion of all outstanding vested and unvested options, warrants, and convertible securities. In the event NPM completes an equity financing at a lower valuation, Second Sight may be eligible to receive additional shares of NPM common stock as set forth in the SAFE. If the Merger is completed, the SAFE will terminate. The SAFE is classified as a marked-to-market asset pursuant to ASC 480, Distinguishing Liabilities from Equity , due to the potential variability at the time of share settlement. The carrying value of the SAFE as of March 31, 2022 was determined to approximate fair value due to proximity to the issuance date and current probability of a successful merger. Product and Clinical Development Plans Leveraging our 20 years of experience in neuromodulation for vision, we are developing the Orion ® Visual Cortical Prosthesis System (“Orion”), an implanted cortical stimulation device intended to provide useful artificial vision to individuals who are blind due to a wide range of causes, including glaucoma, diabetic retinopathy, optic nerve injury or disease and eye injury. Orion is intended to convert images captured by a miniature video camera mounted on glasses into a series of small electrical pulses. The device is designed to bypass diseased or injured eye anatomy and to transmit these electrical pulses wirelessly to an array of electrodes implanted on the surface of the brain’s visual cortex, where it is intended to provide the perception of patterns of light. We are conducting an Early Feasibility Study of the Orion device at the Ronald Reagan UCLA Medical Center in Los Angeles (“UCLA”) and Baylor College of Medicine in Houston (“Baylor”). Regularly scheduled visits at both sites were paused in mid-March 2020 due to the coronavirus outbreak, however visits at UCLA resumed mid-September 2020 and Baylor resumed in December 2020. Our 36-month results, all of which were measured after the study resumed, indicate to us that: ● We have a good safety profile . Five subjects experienced a total of fourteen adverse events (AEs) related to the device or to the surgery, through February 2022. One was considered a serious adverse event (SAE), and all of the adverse events were in the expected category. The one SAE occurred at about three months post-implant, was resolved quickly, and did not require a hospital stay. There have been no serious adverse events due to the device or surgery since June 2018. ● The efficacy data is encouraging . We measure efficacy by looking at three measures of visual function: The first is square localization, where Orion subjects sit in front of a touch screen and are asked to touch within the boundaries of a square when it appears. The second is direction of motion, where subjects are asked to identify the direction and motion of lines on a screen. The third is grating visual acuity, a measure of visual acuity that is adapted for very low vision. Five subjects have completed these tests at 36-months. For these 36-month results, on square localization, five of five subjects tested in our feasibility study performed significantly better with the system on than off. On direction of motion, five of five performed better with the system on than off. On grating visual acuity, two of five tested had measurable visual acuity on the scale of this test (versus none who can do it with the device off). Another efficacy measurement of day-to-day functionality and benefit is FLORA, an acronym for Functional Low-Vision Observer Rated Assessment. FLORA is an assessment performed by an independent, third-party low vision orientation and mobility specialist who spends time with each of the subjects in their homes. The specialist asks each of the subjects a series of questions and also observes them performing 15 or more daily living tasks, such as finding light sources, following a sidewalk, or sorting laundry. The specialist then determines if the system is providing a benefit, if it is neutral, or if it is actually hurting the abilities of subjects to perform these tasks. FLORA results to date show that 4 out of 4 completing the FLORA at 36 months had positive or mild positive results indicating the Orion system is providing benefit. We reached agreement with the FDA in the fourth quarter of 2019 to utilize a revised version of FLORA as our primary efficacy endpoint in our pivotal trial for Orion, pending successful validation of the instrument. No peer-reviewed data is available yet for the Orion system. We are currently negotiating the clinical and regulatory pathway to commercialization with the FDA as part of the Breakthrough Devices Program. In November 2017, the FDA granted Breakthrough Devices Program designation for the Orion. This designation is given to a few select medical devices in order to provide more effective treatment of life-threatening or irreversibly debilitating diseases or conditions. This program is intended to help patients have more timely access to these medical devices by expediting their development, assessment, and review. On February 26, 2021, the U.S. Food and Drug Administration (FDA) approved the Argus 2s Retinal Prosthesis System, a redesigned set of external hardware (glasses and video processing unit) initially for use in combination with previously implanted Argus II systems for the treatment of retinitis pigmentosa (RP). The Company expects that the Argus 2s will be adapted to be the external system for the next generation Orion Visual Cortical Prosthesis System currently under development. In addition to ergonomic improvements, the Argus 2s system offers significantly more processing power, potentially allowing for improved video processing. Our principal offices are located in Los Angeles, California. In 2007, Second Sight formed Second Sight Medical Products (Switzerland) Sàrl, initially to manage clinical trials and sales and marketing in Europe, the Middle East and Asia-Pacific, and more recently for the research of future technologies. As the laws of Switzerland require at least two corporate stockholders, Second Sight Medical Products (Switzerland) Sàrl is 99.5% owned directly by us and 0.5% owned by an executive of Second Sight as of March 31, 2022. Accordingly, Second Sight Medical Products (Switzerland) Sàrl is considered 100% owned for financial statement purposes and is consolidated with Second Sight for all periods presented. We have closed our foreign operations and expect final dissolution of this entity in 2023. Market Development Plans Orion. By further developing our visual cortical prosthesis, Orion, we believe we may be able to significantly expand our market to include nearly all profoundly blind individuals. The only notable exceptions for potential use of the Orion are those who are blind due to otherwise currently treatable diseases, individuals who are born blind, or blindness due to direct damage of the visual cortex, which is rare. However, of the estimated 36 million blind people worldwide, there are approximately 5.8 million people who are legally blind due to causes that are not otherwise treatable. We continue to develop and refine our estimates of the potential addressable market size as we evaluate the commercial prospects for Orion using a combination of published sources, third party market research, and physician feedback. We currently estimate over 500,000 individuals in the US are legally blind due to retinitis pigmentosa, glaucoma, diabetic retinopathy, optic nerve disease and eye injury. Of this population, we estimate the potential US addressable market is between 50,000 and 100,000 individuals with bi-lateral blindness at the light-perception level or worse. Our marketing approvals by the FDA and other regulatory agencies will ultimately determine the subset of these patients who are eligible for the Orion based on our clinical trials and the associated results. Our objective in designing and developing the Orion visual prosthesis system is to bypass the optic nerve and directly stimulate the part of the brain responsible for human vision. An Early Feasibility Study of the Orion device is currently underway at UCLA and Baylor College of Medicine. Regularly scheduled visits at both sites were placed on hold in mid-March due to Covid-19, however visits at UCLA resumed mid-September 2020 and Baylor resumed in December 2020. Our 36-month results an indicate a good safety profile with encouraging efficacy data and benefits in helping subjects perform their daily living tasks. We believe these data are encouraging and support advancement of Orion into a larger pivotal clinical study. Early promising results are not necessarily indicative of results which may be obtained in large clinical trials. No assurance can be given that we will achieve similar results in our larger Orion clinical trials. No peer-reviewed data is available yet for the Orion system. COVID-19 Pandemic We are requiring our employees to adhere to the local and state guidelines regarding the COVID-19 pandemic, and use their best judgement to work remotely or work in the office. While many of our employees are accustomed to working remotely, much of our workforce has not historically been remote. Although we continue to monitor the situation and may adjust our current policies as more information and public health guidance becomes available, restricting the ability to do business in person may create operational or other challenges, any of which could harm our business, financial condition and results of operations. In addition, our clinical trials have been affected by the COVID-19 outbreak. Patient visits in ongoing clinical trials were paused, for example, due to prioritization of hospital resources toward the COVID-19 outbreak, travel restrictions imposed by governments, and the inability to access sites for initiation and monitoring. Also, some of our suppliers of certain materials used in the development of our product candidates are located in areas impacted by COVID-19 which could limit our ability to obtain sufficient materials for our product candidates. COVID-19 has and will continue to adversely affect global economies and financial markets, and may result in an economic downturn that could affect demand for our product candidates, if approved, and impact our operating results. Even after the COVID-19 pandemic has subsided, we may continue to experience an adverse impact to our business as a result of the continued global economic impact of the pandemic. We cannot anticipate all of the ways in which health epidemics such as COVID-19 could adversely impact our business. Although we are continuing to monitor and assess the effects of the COVID-19 pandemic on our business, the ultimate impact of the COVID-19 pandemic or a similar health epidemic is highly uncertain and subject to change. See the Risk Factors section for further discussion of the possible impact of the COVID-19 pandemic on our business. Liquidity From inception, our operations have been funded primarily through the sales of our common stock and warrants, as well as from the issuance of convertible debt, research and clinical grants, and limited product revenue generated from the sale of our Argus II product. We have funded our business since 2020 primarily through the following transactions: ● On June 25, 2021, we closed an underwritten public offering of 11,500,000 shares of common stock at a price of $5.00 per share for aggregate net proceeds of $53.3 million ● On March 23, 2021, we closed our private placement to seven institutional investors of 4,650,000 shares of common stock at a price of $6.00 per share for aggregate net proceeds of approximately $24.5 million We were awarded a $1.6 million grant (with the intent to fund $6.4 million over five years subject to annual review and approval) from the National Institutes of Health (NIH) to fund the “Early Feasibility Clinical Trial of a Visual Cortical Prosthesis” that commenced in January 2018. Our second year grant of $1.4 million was approved on April 6, 2021 and our third year grant of $1.4 million was approved on May 12, 2021. As of March 31, 2022 we recorded $0.2 million of grant costs receivable, included in prepaid expenses and other current assets. On September 17, 2019, we received a $2.4 million, four-year grant from the National Institutes of Health (NIH) to develop spatial localization and mapping technology (“SLAM”). This grant involves a joint collaboration with the Johns Hopkins University Applied Physics Laboratory and is intended to speed the integration of SLAM into future generations of Orion. The goal is to give Orion users the ability to localize objects and navigate landmarks in unfamiliar surroundings in real time. APL is the primary recipient of the grant. We have suspended our activities on the project until we clarify our future plans. Our financial statements have been presented on the basis that our business is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We are subject to the risks and uncertainties associated with a business with no revenue that is developing a novel medical device, including limitations on our operating capital resources. We have incurred recurring operating losses and negative operating cash flows since inception, and we expect to continue to incur operating losses and negative operating cash flows for the foreseeable future. | 1. Organization and Business Operations Second Sight Medical Products, Inc. (“Second Sight,” the “Company,” “we,” “us,” “our” or similar terms), was incorporated in the State of California in 2003. We develop, manufacture and market implantable visual prosthetics that are intended to deliver useful artificial vision to blind individuals. We are a recognized global leader in neuromodulation devices for blindness and are committed to developing new technologies to treat the broadest population of sight-impaired individuals. In 2007, Second Sight formed Second Sight (Switzerland) Sàrl, initially to manage clinical trials for its products in Europe, and later to manage sales and marketing in Europe, the Middle East and Asia Pacific. As the laws of Switzerland require at least two corporate stockholders, Second Sight (Switzerland) Sàrl is 99.5% owned directly by us and 0.5% owned by an executive of Second Sight, who is acting as our nominee. Accordingly, Second Sight (Switzerland) Sàrl, is considered 100% owned for financial statement purposes and is consolidated with Second Sight for all periods presented. We are currently developing the Orion® Visual Cortical Prosthesis System (“Orion”), an implanted cortical stimulation device intended to provide useful artificial vision to individuals who are blind due to a wide range of causes, including glaucoma, diabetic retinopathy, optic nerve injury or disease, or forms of cancer and trauma. A feasibility study of the Orion device is currently underway at the Ronald Reagan UCLA Medical Center in Los Angeles (“UCLA”) and Baylor College of Medicine in Houston (“Baylor”). Our commercially approved product, the Argus® II retinal prosthesis system (“Argus II”), entered clinical trials in 2006, received CE Mark approval for marketing and sales in the European Union (“EU”) in 2011, and received approval by the United States Food and Drug Administration (“FDA”) for marketing and sales in the United States in 2013. We began selling the Argus II in Europe at the end of 2011, Saudi Arabia in 2012, the United States and Canada in 2014, Turkey in 2015, Iran, Taiwan, South Korea and Russia in 2017, and Singapore in 2018. Given the limited addressable market of Argus II, we have made the decision to maximize capital efficiency by ceasing the production and sales of our Argus commercial and clinical activities and increase our investment of resources with our Orion clinical and R&D programs. Liquidity and Capital Resources From inception, our operations have been funded primarily through the sales of our common stock as well as from research and clinical grants. Funding of our business since 2020 has been primarily provided by: ● On June 25, 2021, we closed an underwritten public offering of 11,500,000 shares of common stock at a price of $5.00 per share for aggregate net proceeds of $53.3 million ● On March 23, 2021, we closed our private placement to seven institutional investors of 4,650,000 shares of common stock at a price of $6.00 per share for aggregate net proceeds of approximately $24.5 million ● On May 5, 2020, we closed our underwritten public offering of 7,500,000 shares of common stock at an offering price of $1.00 per share for aggregate net proceeds of approximately $6.7 million ● On December 8, 2020, we borrowed $1 million from Gregg Williams, Chairman of the Board of Directors of the Company and $1.2 million from two unaffiliated shareholders. Each promissory note was unsecured and accrued interest at a rate of twelve percent ( 12 %) per annum beginning on receipt of the loan amounts. We repaid the principal and accrued interest during the quarter ended June 30, 2021. Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We estimate that currently available cash will provide sufficient funds to enable the Company to meet its planned obligations for at least twenty-four months. Our ability to continue as a going concern is dependent on our ability to develop profitable operations through implementation of our business initiatives and/or raise additional capital, however, there can be no assurances that we will be able to do so. |
Summary of Significant Accounti
Summary of Significant Accounting | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting. | ||
Summary of Significant Accounting | 2. Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements Basis of Presentation These unaudited interim financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and following the requirements of the United States Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP can be condensed or omitted. In our opinion, the unaudited interim financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of our financial position and our results of operations and cash flows for periods presented. These statements do not include all disclosures required by GAAP and should be read in conjunction with our financial statements and accompanying notes for the fiscal year ended December 31, 2021, contained in our Annual Report on Form 10-K filed with the SEC on March 29, 2022. The results of the interim periods are not necessarily indicative of the results expected for the full fiscal year or any other interim period or any future year or period. Significant Accounting Policies On March 31, 2020, due to the COVID-19 pandemic and related inability to secure additional funding, we laid off the majority of our employees and reduced our operating expenses significantly to allow for our continuing business operations. We continue to advance the development of our Orion technology and are exploring various strategic options for this technology. Our significant accounting policies are set forth in Note 2 of the financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021. Recently Issued Accounting Pronouncements We do not believe that any recently issued, but not yet effective, accounting standards, if adopted, will have a material effect on the financial statements. | 2. Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and include the financial statements of Second Sight and Second Sight Switzerland. Intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. We base our estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include those related to assumptions used in accruals for potential liabilities, valuing equity instruments and stock-based compensation, and the realization of deferred tax assets. Actual results could differ from those estimates Reclassifications Certain items in prior period financial statements have been reclassified to conform to the presentation in the current period financial statements. Such reclassification did not impact our previously reported net loss on financial position. Cash and Cash Equivalents We consider all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. Cash is carried at cost, which approximates fair value, and cash equivalents are carried at fair value. We generally invest funds that are in excess of current needs in high credit quality instruments such as money market funds. Property and Equipment Property and equipment are recorded at historical cost less accumulated depreciation and amortization. Improvements are capitalized, while expenditures for maintenance and repairs are charged to expense as incurred. Upon disposal of depreciable property, the appropriate property accounts are reduced by the related costs and accumulated depreciation. The resulting gains and losses are reflected in the consolidated statements of operations. Depreciation is provided for using the straight-line method in amounts sufficient to relate the cost of assets to operations over their estimated service lives. Leasehold improvements are amortized over the shorter of the life of the asset or the related lease term. Estimated useful lives of the principal classes of assets are as follows: Lab equipment 5 – 7 years Computer hardware and software 3 – 7 years Leasehold improvements 2 – 5 years or the term of the lease, if shorter Furniture, fixtures and equipment 5 – 10 years We review our property and equipment for impairment annually or whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. As a result of our decision to cease marketing of Argus II we recorded an impairment of $0.7 million related to our property and equipment used primarily for Argus activities. We sold a substantial number of our property and equipment for net proceeds of $0.4 million in July 2020. Depreciation and amortization of property and equipment amounted to $0.1 million and $0.2 million for the years ended December 31, 2021 and 2020, respectively. Research and Development Research and development costs are charged to operations in the period incurred and amounted to $2.4 million, and $4.8 million net of grant revenue, for the years ended December 31, 2021 and 2020, respectively. Patent Costs Due to the uncertainty associated with the successful development of one or more commercially viable products based on our research efforts and any related patent applications, all patent costs, including patent-related legal, filing fees and other costs, including internally generated costs, are expensed as incurred. Patent costs were $0.4 million and $0.2 million for the years ended December 31, 2021 and 2020, respectively, and are included in general and administrative expenses in the consolidated statements of operations. NIH Grant From time to time, we receive grants that help fund specific development programs. Any amounts received pursuant to grants are offset against the related operating expenses as the costs are incurred. During the years ended December 31, 2021 and 2020 grants offset against operating expenses were $1.4 million and $1.3 million, respectively. Concentration of Risk Credit Risk Financial instruments that subject us to concentrations of credit risk consist primarily of cash and money market funds. We maintain cash and money market funds with financial institutions that management deems credit worthy, and at times, cash balances may be in excess of FDIC and SIPC insurance limits of $250,000 and $500,000 (including cash of $250,000), respectively. We also maintain cash at a bank in Switzerland. Accounts at said bank are insured up to an amount specified by the deposit insurance agency of Switzerland. Foreign Operations The accompanying consolidated financial statements as of December 31, 2021 and 2020 include assets amounting to approximately $30,000 and $18,000, respectively, relating to our operations in Switzerland. Unanticipated events in foreign countries could disrupt our operations and impair the value of these assets. Fair Value of Financial Instruments The authoritative guidance with respect to fair value establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required. Level 1. Observable inputs such as quoted prices in active markets for an identical asset or liability that we have the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives. Level 2. Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange based derivatives, mutual funds, and fair-value hedges. Level 3. Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently-traded non-exchange-based derivatives and commingled investment funds, and are measured using present value pricing models. We determine the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, we perform an analysis of the assets and liabilities at each reporting period end. Cash equivalents, which include money market funds, are the only financial instrument measured and recorded at fair value in assets or liabilities on our consolidated balance sheet, and they are valued using Level 1 inputs. Stock-Based Compensation Pursuant to FASB ASC 718 Share-Based Payment (“ASC 718”), we record stock-based compensation expense for all stock-based awards. Under ASC 718, we estimate the fair value of stock options granted using the Black-Scholes option pricing model. The fair value for awards that are expected to vest is then amortized on a straight-line basis over the requisite service period of the award, which is generally the option vesting term. The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option valuation model. The assumptions used in the Black-Scholes valuation model are as follows: ● The grant price of the issuances is determined based on the fair value of the shares at the date of grant. ● The risk free interest rate for periods within the contractual life of the option is based on the U.S. treasury yield in effect at the time of grant. ● We calculate the expected term of options using a weighted average of option vesting periods and an estimate of one-half of the period between vesting and expiration of the option. ● Volatility is determined based on our average historical volatilities since our trading history began in November 2014, supplemented with average historical volatilities of comparable companies in our similar industry. ● Expected dividend yield is based on current yield at the grant date or the average dividend yield over the historical period. We have never declared or paid dividends and have no plans to do so in the foreseeable future. Comprehensive Income or Loss We comply with provisions of FASB ASC 220, Comprehensive Income, which requires companies to report all changes in equity during a period, except those resulting from investment by owners and distributions to owners, for the period in which they are recognized. Comprehensive income is defined as the change in equity during a period from transactions and other events from non-owner sources. Comprehensive and other comprehensive income (loss) is reported on the face of the financial statements. For the years ended December 31, 2021 and 2020 comprehensive income (loss) is the total of net income (loss) and other comprehensive income (loss) which, for us, consists entirely of foreign currency translation adjustments and there were no material reclassifications from other comprehensive loss to net loss during the years ended December 31, 2021 and 2020. Foreign Currency Translation and Transactions The financial statements and transactions of the subsidiary’s operations are reported in the local (functional) currency of Swiss francs (CHF) and translated into U.S. dollars in accordance with U.S. GAAP. Assets and liabilities of those operations are translated at exchange rates in effect at the balance sheet date. The resulting gains and losses from translating foreign currency financial statements are recorded as other comprehensive income (loss). Revenues and expenses are translated at the average exchange rate for the reporting period. Foreign currency transaction gains (losses) resulting from exchange rate fluctuations on transactions denominated in a currency other than the foreign operations’ functional currencies are included in expenses in the consolidated statements of operations. Income Taxes We account for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, we recognize deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities. We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. In the event we were to determine that we would be able to realize our deferred tax assets in the future in excess of our recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Likewise, should we determine that we would not be able to realize all or part of our deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made. We have incurred losses for tax purposes since inception and have significant tax losses and tax credit carryforwards. As of December 31, 2021, we had federal and state of California income tax net operating loss carryforwards, which may be applied to future taxable income, of approximately $124.3 million and $76.8 million, respectively. To the extent that we continue to generate taxable losses, unused losses will carry forward to offset future taxable income, if any, until these unused losses expire. However, we may be unable to use these losses to offset taxable income before our unused losses expire at various dates that range from 2035 through 2037 for federal net operating losses generated before 2018. Federal net operating losses generated for year 2018 and forward do not expire. State net operating losses expire from 2033 through 2041. Under Section 382 of the Internal Revenue Code of 1986, as amended, or the Code, if a corporation undergoes an “ownership change,” generally defined as a greater than 50 percentage point change (by value) in its equity ownership over a three-year period, the corporation’s ability to use its pre-change net operating loss, or NOL, carryforwards to offset its post-change taxable income may be limited. Limitations may also apply to the utilization of other pre-change tax attributes as a result of an ownership change. We experienced an “ownership change” within the meaning of Section 382(g) of the Internal Revenue Code of 1986, as amended, during the second quarter of 2017. The ownership change will subject our net operating loss carryforwards to an annual limitation, which will significantly restrict our ability to use them to offset taxable income in periods following the ownership change. In general, the annual use limitation equals the aggregate value of our stock at the time of the ownership change multiplied by a tax-exempt interest rate specified by the Internal Revenue Service. We have analyzed the available information to determine the amount of the annual limitation. Based on information available us, the 2017 limitation is estimated to range between be $1.4 million and $3.7 million annually. In total, we estimate that the 2017 ownership change will result in approximately $120 million and $56 million of federal and state net operating loss carryforwards expiring unused. Product Warranties Our policy is to warrant all shipped products against defects in materials and workmanship for up to two years by replacing failed parts. We also provide a three-year manufacturer’s warranty covering implant failure by providing a functionally-equivalent replacement implant. Accruals for product warranties are estimated based on historical warranty experience and current product performance trends and are recorded at the time revenue is recognized as a component of cost of sales. The warranty liabilities are reduced by material and labor costs used to replace parts over the warranty period in the periods in which the costs are incurred. We periodically assess the adequacy of our recorded warranty liabilities and adjust the amounts as necessary. During 2021 and 2020, we reduced our warranty expense by $0.1 million and $0.5 million, respectively due to the discontinued sales of Argus II and the resultant end of the product warranty periods. The warranty liabilities are included in accrued expenses in the consolidated balance sheets. Net Loss per Share Our computation of earnings per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income (loss) available to common shareholders divided by the weighted average number of common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible notes payable, convertible preferred stock, common stock warrants and stock options) as if they had been converted at the beginning of the periods presented, or the issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the respective periods. Basic and diluted loss per common share is the same for all periods presented because all common stock warrants and common stock options outstanding were anti-dilutive. At December 31, 2021, and 2020, we excluded the outstanding securities summarized below, which entitle the holders thereof to ultimately acquire shares of common stock, from our calculation of earnings per share, as their effect would have been anti-dilutive (in thousands). 2021 2020 Underwriter’s warrants 10 77 Warrants issued with rights offerings 7,681 7,682 Common stock options 182 196 Total 7,873 7,955 Operating Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. Our chief operating decision-maker reviews financial information presented on a consolidated basis. Accordingly, we consider ourselves to be in a single reporting segment, specifically the discovery, development and commercialization of visual prosthetics for profoundly blind individuals. We historically managed our Argus II and Orion programs on a consolidated basis within this single operating segment and do not assess the performance of our product lines or geographic regions on other measures of income or expense, such as program expense, operating income or net income. Our underlying technology consists of hardware components (implanted and wearable) and software. A vast majority of this underlying technology is shared between our Argus II and Orion branded systems. While we have ceased production and marketing the Argus II product indicated for individuals with retinitis pigmentosa, we are developing Orion as a next generation product with potential to treat a broader market of blind individuals, including the retinitis pigmentosa market. Restructuring Charge On March 31, 2020, due to the COVID-19 pandemic and related inability to secure additional funding, we laid off the majority of our employees and reduced our operating expenses significantly to allow for our continuing business operations. Due to our focus on Orion and wind down of selling and marketing activities related to Argus II, we recorded further impairment charges to our inventory of $0.5 million and $0.7 million to our fixed assets used primarily for Argus activities. We also incurred $1.0 million in severance payments and other costs associated with the wind down, all of which were substantially paid by December 31, 2020. Recently Adopted Accounting Standards We believe that any recently issued, but not yet effective, authoritative guidance, if currently adopted, would not have a material impact on our financial statement presentation or disclosures. |
Money Market Funds
Money Market Funds | 12 Months Ended |
Dec. 31, 2021 | |
Money Market Funds. | |
Money Market Funds | 3. Money Market Funds Money market funds included in cash equivalents at December 31, 2021 were $69.5 million. Money market funds included in cash equivalents at December 31, 2020 totaled $3.1 million. The following table presents money market funds at their level within the fair value hierarchy at December 31, 2020 and 2019 (in thousands). Total Level 1 Level 2 Level 3 December 31, 2021: Money market funds $ 69,487 $ 69,487 $ — $ — December 31, 2020: Money market funds $ 3,122 $ 3,122 $ — $ — |
Selected Balance Sheet Detail
Selected Balance Sheet Detail | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Selected Balance Sheet Detail. | ||
Selected Balance Sheet Detail | 5. Selected Balance Sheet Detail Property and equipment Property and equipment consisted of the following (in thousands): March 31, December 31, 2022 2021 Laboratory equipment $ 584 $ 584 Computer hardware and software 100 82 684 666 Accumulated depreciation and amortization (565) (549) Property and equipment, net $ 119 $ 117 Contract Liabilities Contract liabilities which are included in accrued expenses consisted of the following (in thousands): Beginning balance as of December 31, 2021 $ 335 Consideration received in advance of revenue recognition — Revenue recognized — Ending balance as of March 31, 2022 $ 335 Product Warranties A summary of activity of our warranty liabilities, which are included in accrued expenses, for the period ended March 31, 2022 is presented below: Beginning balance as of December 31, 2021 $ 50 Additions — Settlements — Adjustments and other — Ending balance as of March 31, 2022 $ 50 Right-of-use assets and operating lease liabilities We lease certain office space and equipment for our use. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease costs are recognized in the income statement over the lease term on a straight-line basis. Depreciation is computed using the straight-line method over the estimated useful life of the respective assets. The depreciable life of assets and leasehold improvements are limited by the expected lease term. Our lease agreements do not contain any material residual value guarantees or restrictive covenants. As most of our leases do not provide an implicit rate, we used our estimated incremental borrowing rate of 10% based on the information available at commencement date in determining the present value of lease payments. On January 22, 2021, we entered into a lease agreement, effective February 1, 2021 , to sub-lease office space to replace our existing headquarters. We will pay $17,000 per month, increasing to $17,500 per month on February 1, 2022, plus operating expenses, to lease 17,290 square feet of office space at 13170 Telfair Avenue, Sylmar CA 91342. Additionally, we received full rent abatement for March 2021, and half rent abatement for March 2022. The sub-lease is for two years and two months. We nor any affiliates are related to, or otherwise have any other relationship with, the other parties, other than the lease. March 31, December 31, Assets Classification 2022 2021 Non-current assets Right-of-use assets $ 184 $ 228 Liabilities Current Current operating lease liabilities $ 199 $ 185 Long term Long term operating lease liabilities $ — $ 52 The components of lease expense for the three months ended March 31, 2022 and 2021 were as follows (unaudited): For the three For the three months ended months ended March 31, March 31, 2022 2021 Lease expense: Operating lease expense $ 49 $ 22 Short-term lease expense — — Total lease expense $ 49 $ 22 Cash paid for lease amounts included in the measurement of lease liabilities amounted to $43,000 and $17,000 , respectively, during the three months ended March 31, 2022 and 2021. | 4. Selected Balance Sheet Detail Property and equipment, net of accumulated depreciation and amortization Property and equipment consisted of the following at December 31, 2021 and 2020 (in thousands): 2021 2020 Laboratory equipment $ 584 $ 584 Computer hardware and software 82 69 666 653 Accumulated depreciation and amortization (549) (479) Property and equipment, net $ 117 $ 174 As a result of our decision to cease marketing of Argus II we recorded an impairment of $0.7 million in 2020 related to our fixed assets used primarily for Argus activities which is recorded in restructuring charges in the consolidated statements of operations. We sold a substantial number of our fixed assets for net proceeds of $0.4 million in July 2020. Debt On December 8, 2020, we borrowed $1 million from Gregg Williams, Chairman of the Board of Directors of the Company and $1.2 million from two unaffiliated shareholders. Each promissory note was unsecured and accrued interest at a rate of twelve percent (12%) per annum beginning on receipt of the loan amounts. We repaid the principal and accrued interest of $135,000 during the quarter ended June 30, 2021. Contract Liabilities Contract liabilities amounted to $335,000 at December 31, 2021 and 2020 and are included in accrued expenses on the balance sheet. |
Grants
Grants | 12 Months Ended |
Dec. 31, 2021 | |
Grants | |
Grants | 5. Grants We received an award for $1.6 million grant (with the intent to fund $6.4 million over five years subject to annual review and approval) from the National Institutes of Health (NIH) to fund the “Early Feasibility Clinical Trial of a Visual Cortical Prosthesis” that commenced in January 2018. The NIH grant funds ongoing and planned clinical activities and are being used to conduct and support clinical testing of six subjects implanted with the Orion™ Cortical Visual Prosthesis (Orion), submit and obtain Investigational Device Exemption approval from the U.S. Food and Drug Administration (FDA). Accrued expenses related to grants amounted to $0.5 million and $0.6 million for the years ended December 31, 2021 and 2020, respectively, and are included in accrued clinical trial and grant expenses on the consolidated balance sheets. During the years ended December 31, 2021 and 2020, grants offset against operating expenses were $1.4 million and $1.3 million, respectively. |
Warrants
Warrants | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Warrants | ||
Warrants | 7. Warrants On February 22, 2019, we completed a registered rights offering to existing stockholders in which we sold approximately 5,976,000 units at $5.792 per unit, which was the adjusted closing price of our common stock on that date. Each Unit consisted of a share of our common stock and a warrant to purchase an additional share of our stock for $11.76 . The warrants have a five-year life and trade on Nasdaq under the symbol EYESW. On March 6, 2017, we completed a registered rights offering to existing stockholders in which we sold approximately 1,706,000 units at $11.76 per unit, which was the adjusted closing price of our common stock on that date. Each unit consisted of a share of our comm 11.76 on stock and a warrant to purchase an additional share of our stock for $11.76 . The warrants had a five-year life but were extended to expire in February, 2024 to coincide with the February 22, 2019 warrants. As a component of the funding underwriting fee of our May 5, 2020 public underwriting offer, we granted 375,000 warrants at an exercise price of $1.25 which expire on May 5, 2025 . At March 31, 2022, 10,125 of the warrants are still outstanding. A summary of warrants activity for the three months ended March 31, 2022 is presented below (in thousands, except per share and contractual life data). Weighted Weighted Average Average Exercise Remaining Number of Price Contractual Shares Per Share Life (in Years) Warrants outstanding as of December 31, 2021 7,691 $ 11.75 2.21 Issued — Exercised — Forfeited or expired — Warrants outstanding as of March 31, 2022 7,691 $ 11.75 1.96 Warrants exercisable as of March 31, 2022 7,691 $ 11.75 1.96 The warrants outstanding as of March 31, 2022 had $2,000 in intrinsic value. | 6. Warrants Underwriter’s Warrant Issued in Public Offering As a component of the funding underwriting fee of our May 5, 2020 public underwriting offer, we issued 375,000 warrants at an exercise price of $1.25 which expire on May 5, 2025. At December 31, 2021, 10,125 of the warrants are still outstanding. Warrants of 67,125 and 297,750 were exercised on a cash-less basis in 2021 and 2020 respectively, resulting in the issuance of 44,482 and 95,434 shares, respectively, of common stock. Warrants Issued in Rights Offerings On February 22, 2019, we completed a registered rights offering to existing stockholders in which we sold approximately 5,976,000 units at $5.792 per unit, which was the adjusted closing price of our common stock on that date. Each Unit consisted of a share of our common stock and a warrant to purchase an additional share On March 6, 2017, we completed a registered rights offering to existing stockholders in which we sold approximately 1,706,000 units at $11.76 per unit, which was the adjusted closing price of our common stock on that date. Each unit consisted of a share of our comm11.76 on stock and a warrant to purchase an additional share of our stock for $11.76. The warrants had a five-year life but were extended to expire in February, 2024 to coincide with the February 22, 2019 warrants. A summary of warrant activity for the years ended December 31, 2021 and 2020 is presented below (in thousands, except per share and contractual life data): Weighted Average Remaining Weighted Average Contractual Life Number of Shares Exercise Price (in Years) Warrants outstanding at December 31, 2019 7,682 11.76 Granted 375 1.25 Exercised (298) 1.25 Forfeited or expired — — Warrants outstanding at December 31, 2020 7,759 11.66 Granted — — Exercised (68) 1.25 Forfeited or expired — — Warrants outstanding at December 31, 2021 7,691 11.75 2.21 Warrants exercisable at December 31, 2021 7,691 11.75 2.21 Warrants exercisable at December 31, 2021 had $4,000 in intrinsic value. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | 7. Employee Benefit Plans We have a 401(k) Savings Retirement Plan (the “Plan”) that covers substantially all full-time employees who meet the Plan’s eligibility requirements and provides for an employee elective contribution. The Plan provides for employer matching contributions. Employer contributions are discretionary and determined annually by the Board of Directors. For the years ended December 31, 2021 and 2020, employer contributions to the Plan totaled $0.1 million and $0.1 million, respectively. |
Equity Securities
Equity Securities | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Equity Securities | 6. Equity Securities Potentially Dilutive Common Stock Equivalents As of March 31, 2022 and 2021, we excluded the potentially dilutive securities summarized below, which entitle the holders thereof to potentially acquire shares of common stock, from our calculations of net loss per share and weighted average common shares outstanding, as their effect would have been anti-dilutive (in thousands). March 31, 2022 2021 Common stock warrants issued to underwriter 10 10 Common stock warrants issued in rights offerings 7,681 7,682 Common stock options 180 182 7,871 7,874 | 8. Equity Securities On June 4, 2019, our shareholders approved an amendment to our articles of incorporation increasing our authorized no par value common shares from 200,000,000 to 300,000,000. The Board of Directors has the authority to establish the rights, preferences, privileges and restrictions granted to and imposed upon the holders of preferred stock and common stock. Common Stock Issuable For the twelve months ended December 31, 2020 our non-employee members of our Board were compensated $0.1 million and $0.1 million was accrued for future stock option grants at December 31, 2020. Stock option grants were suspended in 2021. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Stock-Based Compensation | 8. Stock-Based Compensation A summary of stock option activity under our 2011 Equity Incentive Plan (“2011 Plan”) for the three months ended March 31, 2022 is presented below (in thousands, except per share and contractual life data). Weighted Weighted Average Average Exercise Remaining Number of Price Contractual Shares Per Share Life (in Years) Options outstanding as of December 31, 2021 182 $ 15.68 6.59 Granted — $ — Exercised — $ — Forfeited or expired (2) $ 40.00 Options outstanding as of March 31, 2022 180 $ 15.47 6.40 Options exercisable as of March 31, 2022 151 $ 17.76 6.11 The estimated aggregate intrinsic value of stock options exercisable as of March 31, 2022 was $5,000 . As of March 31, 2022, there was $0.1 million of total unrecognized compensation cost related to outstanding stock options that will be recognized over a weighted average period of 0.86 years. We adopted an employee stock purchase plan in June 2015 for all eligible employees. At March 31, 2022 the available number of shares that may be issued under the plan is 77,031 . Stock-based compensation expense recognized for stock-based awards in the condensed consolidated statements of operations for the three months ended March 31, 2022 and 2021 was as follows (in thousands): Three Months Ended March 31, 2022 2021 Research and development 5 5 Clinical and regulatory 3 9 General and administrative 5 5 Total $ 13 $ 19 | 9. Stock-Based Compensation Stock Options Under the 2003 Plan, as restated in June 2011, we were authorized to issue options covering up to 437,500 shares of common stock. Effective June 1, 2011, we adopted the 2011 Equity Incentive Plan (the “2011 Plan”). The maximum number of shares with respect to which options could be granted under the 2011 Plan was 937,500 shares, which is offset and reduced by options previously granted under the 2003 Plan. The option price is determined by the Board of Directors but cannot be less than the fair value of the shares at the grant date. Generally, the options vest ratably over either four or five years and expire ten years from the grant date. Both plans provide for accelerated vesting if there is a change of control, as defined in the plans. The 2011 Plan was further amended in 2015, 2016, 2017 and 2018 bringing the number of shares issuable under the Plan to 1,500,000. No option were granted under the 2011 Plan in 2021 and the plan expired at May 31, 2021. We recognized stock-based compensation cost of $0.1 million and $0.4 million during 2021 and 2020, respectively. The calculated value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions: 2020 Risk-free interest rate 0.31% – 1.50% Expected dividend yield 0% Expected volatility 78.0% to 96.0% Expected term 6.02 years Weighted-average grant date calculated fair value $ 3.72 A summary of stock option activity for the years ended December 31, 2021 and 2020 is presented below (in thousands, except per share and contractual life data): Weighted Weighted Average Number Average Remaining of Exercise Contractual Shares Price Life (in Years) Options outstanding at December 31, 2019 984 $ 21.75 Granted 228 5.49 Exercised — — Forfeited or expired (1,016) 19.34 Options outstanding at December 31, 2020 196 15.48 Granted — — Exercised — — Forfeited or expired (14) 12.95 Options outstanding, vested and expected to vest at December 31, 2021 182 $ 15.68 6.59 Options exercisable at December 31, 2021 148 $ 18.38 6.25 The exercise prices of common stock options outstanding and exercisable are as follows at December 31, 2021 (in thousands): Options Options Outstanding Exercisable Exercise Price (Shares) (Shares) $0.90 to 0.91 22 8 $5.67 to 6.64 85 64 $13.84 to 16.40 52 52 $32.80 to 40.00 10 10 $72.08 to 104.72 13 14 182 148 Stock options exercisable at December 31, 2021 had minimal intrinsic value. As of December 31, 2021, there was $0.1 million of total unrecognized compensation cost related to the outstanding stock options that will be recognized over a weighted average period of 2.03 years. Employee Stock Purchase Plan We adopted an employee stock purchase plan in June 2015 for all eligible employees. Under the plan, shares of our common stock may be purchased at six-month intervals at 85% of the lower of the closing price of the common stock (i) on the first trading day of the offering period or (ii) on the last trading day of the purchase period. An employee may purchase in any one calendar year shares of common stock having an aggregate fair market value of up to $25,000 determined as of the first trading day of the offering period. Additionally, a participating employee may not purchase more than 12,500 shares of common stock in any one offering period. At December 31, 2020, 241,719 shares were issued under the stock purchase plan. Although we originally registered shares for sale to employees under our 2015 Employee Stock Purchase Plan, as amended, we discovered that we had inadvertently exceeded the number of shares registered. We offered to rescind the sale of up to 45,468 shares of our common stock to persons who purchased those shares under the ESPP and to reimburse any losses upon the sale of up to an additional 2,470 shares of our common stock from persons who purchased shares from our ESPP but have resold such shares, in each case, because these shares may not have been exempt from registration under the Securities Act of 1933. It may also be possible that by not disclosing that the shares were unregistered, we may face contingent liability for noncompliance with applicable federal and state securities laws. The rescission of these share purchases resulted in the repurchase and cancelation of 39,467 shares of our common stock. The total cost for the repurchase of these shares and the reimbursement of any losses from the sale of such shares totaled approximately $270,000. The ESPP plan was suspended in 2020 and no shares were issued in 2021. We may continue to have potential liability even after this rescission offer is made due to our issuances of securities in possible violation of the federal and state securities laws. The Securities Act does not expressly provide that a rescission offer will terminate a purchaser’s right to rescind a sale of stock that was not registered or exempt from the registration requirements of the Securities Act. Should any offerees reject the rescission offer, we may continue to be potentially liable under the Securities Act for the purchase price or for certain losses if the shares have been sold. Restricted Stock Units The following table presented below summarizes Restricted Stock Unit (RSU) activity for the year ended December 31, 2020 (in thousands, except per share data): Weighted Average Grant Date Number Fair Value of Awards Per Share Outstanding as of December 31, 2019 61 $ 5.92 Awarded — Vested (15) 5.92 Forfeited/canceled (46) 5.92 Outstanding as of December 31, 2020 — There was no activity in the year ended December 31, 2021. As of December 31, 2021, there was no unrecognized compensation cost related to RSUs as they have all been canceled. The total stock-based compensation recognized for stock-based awards granted in the consolidated statements of operations for the years ended December 31, 2021 and 2020 is as follows (in thousands): 2021 2020 Research and development $ 22 $ 127 Clinical and regulatory 35 51 Selling and marketing — 41 General and administrative 18 202 Total $ 75 $ 421 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets as of December 31, 2021 and 2020 are summarized below (in thousands): 2021 2020 Stock-based compensation $ 401 $ 380 Research credits 8,629 8,848 Depreciation (52) (52) Net operating loss carryforwards 33,033 30,492 Inventory write down 81 82 Other 454 375 Total deferred tax assets 42,399 40,125 Valuation allowance (42,399) (40,125) Net deferred tax assets $ — $ — In assessing the potential realization of these deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon us attaining future taxable income during the periods in which those temporary differences become deductible. As of December 31, 2021 and 2020, management determined it was not more likely than not that our deferred tax assets will be realized, and has therefore recorded an appropriate valuation allowance against deferred tax assets at such dates. No federal tax provision has been provided for the years ended December 31, 2021 and 2020 due to the losses incurred during such periods. Our effective tax rate is different from the federal statutory rate of 21% due primarily to operating losses that receive no tax benefit as a result of a valuation allowance recorded for such losses. We experienced an “ownership change” within the meaning of Section 382(g) of the Internal Revenue Code of 1986, as amended, during the second quarter of 2017. The ownership change will subject our net operating loss carryforwards to an annual limitation, which will significantly restrict our ability to use them to offset taxable income in periods following the ownership change. In general, the annual use limitation equals the aggregate value of our stock at the time of the ownership change multiplied by a tax-exempt interest rate specified by the Internal Revenue Service. We analyzed the available information to determine the amount of the annual limitation. Based on information available to us, the 2017 limitation is estimated to range between $1.4 million and $3.7 million annually. In total, we estimate that the 2017 ownership change will result in approximately $120 million and $56 million of federal and state net operating loss carryforwards, respectively, expiring unused. As of December 31, 2021, after the ownership change under Section 382(g), we had federal and state income tax net operating loss carryforwards, which may be applied to future taxable income, of approximately $124.3 million and $76.8 million, respectively. The federal net operating loss carryforwards for years before 2018 will expire at various dates from 2035 through 2037. The federal net operating loss carryforwards for 2018 and forward do not expire. The state net operating loss carryforwards will expire at various dates from 2033 through 2041. We also have a federal and state research and development tax credit carryforwards totaling approximately $4,755,000 and $4,903,000, respectively. The federal research and development tax credit carryforwards will expire at various dates from 2023 through 2041. The state research and development tax credit carryforwards do not expire. We file income tax returns in the U.S. federal jurisdiction and various states and are subject to income tax examinations by federal tax authorities for tax years ended 2017 and later and by state authorities for tax years ended 2016 and later. We currently are not under examination by any tax authority. Our policy is to record interest and penalties on uncertain tax positions as income tax expense. As of December 31, 2021, and 2020, we have no accrued interest or penalties related to uncertain tax positions. Second Sight Switzerland, our foreign subsidiary, has not had any taxable income in the prior and current years. |
Product Warranties
Product Warranties | 12 Months Ended |
Dec. 31, 2021 | |
Guarantees and Product Warranties [Abstract] | |
Product Warranties | 11. Product Warranties A summary of activity of our warranty liabilities, which are included in accrued expenses in the accompanying consolidated balance sheets, for the years ended December 31, 2021 and 2020 is presented below (in thousands): 2021 2020 Balance, beginning of year $ 200 $ 1,575 Additions — — Settlements — (875) Adjustments and other (150) (500) Total $ 50 $ 200 During 2021and 2020 we reduced our warranty expense by $0.1 million and $0.5 million, respectively due to the discontinued sales of Argus II and the resultant end of the product warranty periods. |
Right-of-use Assets and Operati
Right-of-use Assets and Operating Lease Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Right-of-use Assets And Operating Lease Liabilities | |
Right-of-use Assets and Operating Lease Liabilities | 12. Right-of-use Assets and Operating Lease Liabilities We lease certain office space and equipment for our use. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease costs are recognized in the income statement over the lease term on a straight-line basis. Depreciation is computed using the straight-line method over the estimated useful life of the respective assets. The depreciable life of assets and leasehold improvements are limited by the expected lease term. Our lease agreements do not contain any material residual value guarantees or restrictive covenants. As most of our leases do not provide an implicit rate, we used our estimated incremental borrowing rate of 10% based on the information available at commencement date in determining the present value of lease payments. On May 18, 2020 we entered into a Letter Agreement with Sylmar Biomedical Park, LLC (the “Landlord”), pursuant to which the parties agreed to accelerate the expiration dates of our existing leases (the “Leases”), to a date not later than June 18, 2020 (“Accelerated Termination Date”). We agreed to pay the Landlord (i) $210,730 to bring the Leases current (the “Owed Rent”) and to remit (ii) a one-time early termination fee in the amount of $150,000 (the “Early Termination Amount”). Prior to the early termination agreed in this letter we were obligated to pay aggregate base rent of approximately $0.9 million and common area maintenance expenses for the term remaining under the Leases through the respective expiration dates in February 2022 and April 2023. The Landlord acknowledged that as of the date of the Letter Agreement the Owed Rent and the Early Termination Amount constituted all amounts owing to the Landlord under the Leases. As a result of the letter agreement, we wrote down the right-of-use assets and extinguished related lease liabilities in the amounts of $2.3 million and $2.4 million, respectively. We paid an early termination fee of $150,000 which was expensed in our restructuring charges for the nine months ended September 30, 2020. Due to the termination of this lease there are no right-of-use assets or current or long term lease liabilities at December 31, 2020. On January 22, 2021, we entered into a lease agreement, effective February 1, 2021, to sub-lease office space to replace our existing headquarters. We pay $17,000 per month, increasing to $17,500 per month on February 1, 2022, plus operating expenses, to lease 17,290 square feet of office space at 13170 Telfair Avenue, Sylmar, CA 91342. Additionally, we received full rent abatement for March 2021, and will receive half rent abatement during March 2022. The sub-lease is for two years and two months The Company evaluated the lease amendment under the provisions of ASC 842. Information related to the Company’s right-of-use assets and related lease liabilities are as followings (in thousands, except for remaining lease term and discount rate): Year ending December 31: 2022 $ 201 2023 52 Total lease payments 253 Less imputed interest (16) Total lease liabilities $ 237 Other supplemental information: Current operating lease liabilities $ 185 Long term operating lease liabilities 52 Total lease liabilities $ 237 Discount rate 10 % For the year ended For the year ended December 31, December 31, 2021 2020 Cash paid for operating lease liabilities 170 303 Rent expense, including common area maintenance charges, was $179,000 and $303,000 during 2021 and 2020, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies License Agreements We have exclusive licensing agreements to utilize certain patents, related to the technology for visual prostheses. We have determined that only the agreement with Doheny Eye Institute (“DEI”) applies to Argus II and Orion requiring future royalty payments through 2033. We have agreed to pay to DEI royalties for licensed products sold or leased by us. The royalty rate is 0.5%, based on related net sales of the patented portion of licensed products. In the past we have paid royalties under a license agreement with the Johns Hopkins University (“JHU”). The JHU agreement expired, along with the underlying patents, in 2018. Pursuant to these agreements, DEI and JHU, we have incurred costs of approximately $1,000 for the year ended December 31, 2020 and zero in 2021. Indemnification Agreements We maintain indemnification agreements with our directors and officers that may require us to indemnify them against liabilities that arise by reason of their status or service as directors or officers, except as prohibited by applicable law. Clinical Trial Agreements Based upon FDA approval of Argus II, which was obtained in February 2013, we were required to collect follow-up data from subjects enrolled in our pre-approval trial for a period of up to ten years post-implant, which was extended through the year 2019. In addition, we conducted three post-market studies to comply with U.S. FDA, French, and European post-market surveillance regulations and requirements and are conducting an early feasibility clinical study of Orion. We have contracted with various universities, hospitals, and medical practices to provide these services. Payments are based on procedures performed for each subject and are charged to clinical and regulatory expense as incurred. Total amounts charged to expense for the years ended December 31, 2021 and 2020 were $0.4 million and $1.1 million, respectively. California Board Representation As of January 1, 2021, all publicly held domestic or foreign corporations whose principal executive offices are located in California must meet the minimum requirements for female directors and for directors from underrepresented communities on their boards as required respectively by Women on Boards (SB 826) and Underrepresented Communities on Boards (AB 979). California law authorizes the California Secretary of State to impose fines to enforce compliance of SB 826 including a $100,000 fine for "failure to timely file board member information with the Secretary of State"; a $100,000 fine for a first violation, defined as "each director seat required by this section to be held by a female, which is not held by a female during at least a portion of a calendar year"; and a $300,000 fine for subsequent violations. The Company currently has one female director and under California’s staggered compliance schedule as of December 31, 2021 the Company is required to have to have a minimum of three female directors. To date the Company has not filed board information with the Secretary of State. To the knowledge of the Company the Secretary of State has not to date imposed any fines. California has also instituted a parallel Board diversity compliance and reporting framework focused on directors "from an underrepresented community," which is defined to mean "an individual who self-identifies as Black, African American, Hispanic, Latino, Asian, Pacific Islander, Native American, Native Hawaiian, or Alaska Native, or who self-identifies as gay, lesbian, bisexual, or transgender." Under the law’s staggered compliance schedule a publicly held corporation whose principal executive offices are located in California must have at least one director from an underrepresented community on its board as of December 31, 2021. Companies that fail to timely comply with AB 979 may be fined $100,000 for the first violation and $300,000 for subsequent violations. The Company is not in compliance with these provisions and has accrued $100,000 as of December 31, 2021. Litigation, Claims and Assessments Three oppositions filed by Pixium Vision are pending in the European Patent Office, each challenging the validity of a European patent owned by us. The outcomes of the challenges are not certain, however, if successful, they may affect our ability to block competitors from utilizing our patented technology. We believe a successful challenge will not have a material effect on our ability to manufacture and sell our products, or otherwise have a material effect on our operations. As described in the Company’s 10-K for the year ended December 31, 2020, the Company had entered into a Memorandum of Understanding (“MOU”) for a proposed business combination with Pixium Vision SA (“Pixium”). In response to a press release by Pixium dated March 24, 2021, and subsequent communications between us and Pixium, our Board of Directors determined that the business combination with Pixium was not in the best interest of our shareholders. On April 1, 2021, we gave notice to Pixium that we were terminating the MOU between the parties and seeking an amicable resolution of termination amounts that may be due, however no assurance can be given that an amicable resolution will be reached. We accrued $1,000,000 of liquidated damages as contemplated by the MOU in accounts payable as of March 31, 2021 and remitted that amount to Pixium in April 2021. Pixium indicated that it considered this termination wrongful, rejected the Company’s offers, but retained the $1,000,000 payment. On May 19, 2021, Pixium filed suit in the Paris Commercial Court, and currently claim damages of approximately €5.1 million or about $5.6 million. We believe we have fulfilled our obligations to Pixium with the liquidated damages payment of $1,000,000 and thus the Company does not believe any further loss accrual is necessary. In November 2020, we and Pixium retained Oppenheimer & Co. Inc. as placement agent for a proposed private placement of securities in connection with the Business Combination. On April 1, 2021, we received an invoice from Oppenheimer for more than $1.86 million. This amount includes a requested commission of 6.5% on $27.9 million raised in the private placement. We believe that claims for payment presented by this invoice are without merit. On or about July 19, 2021, Martin Sumichrast filed a complaint with the Superior Court of the State of California, County of Los Angeles — Central District, claiming that he is entitled to compensation for services, as well as exemplary and other damages in an amount to be determined at trial but not less than $2 million, which arise from his allegedly arranging and securing financing that the Company obtained in May 2020 via a registered underwritten public offering of common stock. The complaint was dismissed by the court on January 18, 2022. Sumichrast appealed the dismissal, however the appeal was subsequently abandoned on March 1, 2022. We are party to litigation arising in the ordinary course of business. It is our opinion that the outcome of such matters will not have a material effect on our financial statements, however the results of litigation and claims are inherently unpredictable. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. |
Quarterly Financial Summary (un
Quarterly Financial Summary (unaudited) | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Summary (unaudited) | 13. Quarterly Financial Summary (unaudited) Three Months Ended December 31, September 30, June 30, March 31, (in thousands, except per share data) 2021 2021 2021 2021 Product sales $ — $ — $ — $ — Gross profit $ 130 $ — $ — $ — Operating loss $ (1,291) $ (2,503) $ (2,296) $ (2,843) Net loss $ (1,283) $ (2,501) $ (2,294) $ (2,843) Net loss per share – basic and diluted $ (0.03) $ (0.06) $ (0.08) $ (0.12) Three Months Ended December 31, September 30, June 30, March 31, 2020 2020 2020 2020 Product sales $ — $ — $ — $ — Gross profit $ 500 $ — $ — $ — Operating loss $ (1,274) $ (1,602) $ (3,116) $ (8,904) Net loss $ (1,291) $ (1,603) $ (3,100) $ (8,886) Net loss per share – basic and diluted $ (0.06) $ (0.07) $ (0.15) $ (0.57) |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Event | 14. Subsequent Event On February 4, 2022, we entered into an agreement and plan of merger with Nano Precision Medical, Inc., a California corporation (“NPM”), and, upon and subject to the execution of a joinder, NPM Acquisition Corp., a California corporation and a wholly-owned subsidiary of the Company (“Merger Sub”). Pursuant to the agreement and subject to the terms and conditions set forth therein, NPM will merge with and into Merger Sub (the “Merger”), and upon consummation of the merger, Merger Sub will cease to exist and NPM will become a wholly-owned subsidiary of the Company. Upon completion of the merger and subject to shareholder approval, the Company will change its name as agreed in the future and intends to change its trading symbol as NPM requests in writing following consultation with Nasdaq. |
Summary of Significant Accoun_2
Summary of Significant Accounting (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting. | ||
Policies Principles of Consolidation | Policies Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and include the financial statements of Second Sight and Second Sight Switzerland. Intercompany balances and transactions have been eliminated in consolidation. | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. We base our estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include those related to assumptions used in accruals for potential liabilities, valuing equity instruments and stock-based compensation, and the realization of deferred tax assets. Actual results could differ from those estimates | |
Reclassifications | Reclassifications Certain items in prior period financial statements have been reclassified to conform to the presentation in the current period financial statements. Such reclassification did not impact our previously reported net loss on financial position. | |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. Cash is carried at cost, which approximates fair value, and cash equivalents are carried at fair value. We generally invest funds that are in excess of current needs in high credit quality instruments such as money market funds. | |
Property and Equipment | Property and Equipment Property and equipment are recorded at historical cost less accumulated depreciation and amortization. Improvements are capitalized, while expenditures for maintenance and repairs are charged to expense as incurred. Upon disposal of depreciable property, the appropriate property accounts are reduced by the related costs and accumulated depreciation. The resulting gains and losses are reflected in the consolidated statements of operations. Depreciation is provided for using the straight-line method in amounts sufficient to relate the cost of assets to operations over their estimated service lives. Leasehold improvements are amortized over the shorter of the life of the asset or the related lease term. Estimated useful lives of the principal classes of assets are as follows: Lab equipment 5 – 7 years Computer hardware and software 3 – 7 years Leasehold improvements 2 – 5 years or the term of the lease, if shorter Furniture, fixtures and equipment 5 – 10 years We review our property and equipment for impairment annually or whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. As a result of our decision to cease marketing of Argus II we recorded an impairment of $0.7 million related to our property and equipment used primarily for Argus activities. We sold a substantial number of our property and equipment for net proceeds of $0.4 million in July 2020. Depreciation and amortization of property and equipment amounted to $0.1 million and $0.2 million for the years ended December 31, 2021 and 2020, respectively. | |
Research and Development | Research and Development Research and development costs are charged to operations in the period incurred and amounted to $2.4 million, and $4.8 million net of grant revenue, for the years ended December 31, 2021 and 2020, respectively. | |
Patent Costs | Patent Costs Due to the uncertainty associated with the successful development of one or more commercially viable products based on our research efforts and any related patent applications, all patent costs, including patent-related legal, filing fees and other costs, including internally generated costs, are expensed as incurred. Patent costs were $0.4 million and $0.2 million for the years ended December 31, 2021 and 2020, respectively, and are included in general and administrative expenses in the consolidated statements of operations. | |
NIH Grant | NIH Grant From time to time, we receive grants that help fund specific development programs. Any amounts received pursuant to grants are offset against the related operating expenses as the costs are incurred. During the years ended December 31, 2021 and 2020 grants offset against operating expenses were $1.4 million and $1.3 million, respectively. | |
Concentration of Risk | Concentration of Risk Credit Risk Financial instruments that subject us to concentrations of credit risk consist primarily of cash and money market funds. We maintain cash and money market funds with financial institutions that management deems credit worthy, and at times, cash balances may be in excess of FDIC and SIPC insurance limits of $250,000 and $500,000 (including cash of $250,000), respectively. We also maintain cash at a bank in Switzerland. Accounts at said bank are insured up to an amount specified by the deposit insurance agency of Switzerland. | |
Foreign Operations | Foreign Operations The accompanying consolidated financial statements as of December 31, 2021 and 2020 include assets amounting to approximately $30,000 and $18,000, respectively, relating to our operations in Switzerland. Unanticipated events in foreign countries could disrupt our operations and impair the value of these assets. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The authoritative guidance with respect to fair value establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required. Level 1. Observable inputs such as quoted prices in active markets for an identical asset or liability that we have the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives. Level 2. Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange based derivatives, mutual funds, and fair-value hedges. Level 3. Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently-traded non-exchange-based derivatives and commingled investment funds, and are measured using present value pricing models. We determine the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, we perform an analysis of the assets and liabilities at each reporting period end. Cash equivalents, which include money market funds, are the only financial instrument measured and recorded at fair value in assets or liabilities on our consolidated balance sheet, and they are valued using Level 1 inputs. | |
Stock-Based Compensation | Stock-Based Compensation Pursuant to FASB ASC 718 Share-Based Payment (“ASC 718”), we record stock-based compensation expense for all stock-based awards. Under ASC 718, we estimate the fair value of stock options granted using the Black-Scholes option pricing model. The fair value for awards that are expected to vest is then amortized on a straight-line basis over the requisite service period of the award, which is generally the option vesting term. The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option valuation model. The assumptions used in the Black-Scholes valuation model are as follows: ● The grant price of the issuances is determined based on the fair value of the shares at the date of grant. ● The risk free interest rate for periods within the contractual life of the option is based on the U.S. treasury yield in effect at the time of grant. ● We calculate the expected term of options using a weighted average of option vesting periods and an estimate of one-half of the period between vesting and expiration of the option. ● Volatility is determined based on our average historical volatilities since our trading history began in November 2014, supplemented with average historical volatilities of comparable companies in our similar industry. ● Expected dividend yield is based on current yield at the grant date or the average dividend yield over the historical period. We have never declared or paid dividends and have no plans to do so in the foreseeable future. | |
Comprehensive Income or Loss | Comprehensive Income or Loss We comply with provisions of FASB ASC 220, Comprehensive Income, which requires companies to report all changes in equity during a period, except those resulting from investment by owners and distributions to owners, for the period in which they are recognized. Comprehensive income is defined as the change in equity during a period from transactions and other events from non-owner sources. Comprehensive and other comprehensive income (loss) is reported on the face of the financial statements. For the years ended December 31, 2021 and 2020 comprehensive income (loss) is the total of net income (loss) and other comprehensive income (loss) which, for us, consists entirely of foreign currency translation adjustments and there were no material reclassifications from other comprehensive loss to net loss during the years ended December 31, 2021 and 2020. | |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions The financial statements and transactions of the subsidiary’s operations are reported in the local (functional) currency of Swiss francs (CHF) and translated into U.S. dollars in accordance with U.S. GAAP. Assets and liabilities of those operations are translated at exchange rates in effect at the balance sheet date. The resulting gains and losses from translating foreign currency financial statements are recorded as other comprehensive income (loss). Revenues and expenses are translated at the average exchange rate for the reporting period. Foreign currency transaction gains (losses) resulting from exchange rate fluctuations on transactions denominated in a currency other than the foreign operations’ functional currencies are included in expenses in the consolidated statements of operations. | |
Income Taxes | Income Taxes We account for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, we recognize deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities. We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. In the event we were to determine that we would be able to realize our deferred tax assets in the future in excess of our recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Likewise, should we determine that we would not be able to realize all or part of our deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made. We have incurred losses for tax purposes since inception and have significant tax losses and tax credit carryforwards. As of December 31, 2021, we had federal and state of California income tax net operating loss carryforwards, which may be applied to future taxable income, of approximately $124.3 million and $76.8 million, respectively. To the extent that we continue to generate taxable losses, unused losses will carry forward to offset future taxable income, if any, until these unused losses expire. However, we may be unable to use these losses to offset taxable income before our unused losses expire at various dates that range from 2035 through 2037 for federal net operating losses generated before 2018. Federal net operating losses generated for year 2018 and forward do not expire. State net operating losses expire from 2033 through 2041. Under Section 382 of the Internal Revenue Code of 1986, as amended, or the Code, if a corporation undergoes an “ownership change,” generally defined as a greater than 50 percentage point change (by value) in its equity ownership over a three-year period, the corporation’s ability to use its pre-change net operating loss, or NOL, carryforwards to offset its post-change taxable income may be limited. Limitations may also apply to the utilization of other pre-change tax attributes as a result of an ownership change. We experienced an “ownership change” within the meaning of Section 382(g) of the Internal Revenue Code of 1986, as amended, during the second quarter of 2017. The ownership change will subject our net operating loss carryforwards to an annual limitation, which will significantly restrict our ability to use them to offset taxable income in periods following the ownership change. In general, the annual use limitation equals the aggregate value of our stock at the time of the ownership change multiplied by a tax-exempt interest rate specified by the Internal Revenue Service. We have analyzed the available information to determine the amount of the annual limitation. Based on information available us, the 2017 limitation is estimated to range between be $1.4 million and $3.7 million annually. In total, we estimate that the 2017 ownership change will result in approximately $120 million and $56 million of federal and state net operating loss carryforwards expiring unused. | |
Product Warranties | Product Warranties Our policy is to warrant all shipped products against defects in materials and workmanship for up to two years by replacing failed parts. We also provide a three-year manufacturer’s warranty covering implant failure by providing a functionally-equivalent replacement implant. Accruals for product warranties are estimated based on historical warranty experience and current product performance trends and are recorded at the time revenue is recognized as a component of cost of sales. The warranty liabilities are reduced by material and labor costs used to replace parts over the warranty period in the periods in which the costs are incurred. We periodically assess the adequacy of our recorded warranty liabilities and adjust the amounts as necessary. During 2021 and 2020, we reduced our warranty expense by $0.1 million and $0.5 million, respectively due to the discontinued sales of Argus II and the resultant end of the product warranty periods. The warranty liabilities are included in accrued expenses in the consolidated balance sheets. | |
Net Loss per Share | Net Loss per Share Our computation of earnings per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income (loss) available to common shareholders divided by the weighted average number of common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible notes payable, convertible preferred stock, common stock warrants and stock options) as if they had been converted at the beginning of the periods presented, or the issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the respective periods. Basic and diluted loss per common share is the same for all periods presented because all common stock warrants and common stock options outstanding were anti-dilutive. At December 31, 2021, and 2020, we excluded the outstanding securities summarized below, which entitle the holders thereof to ultimately acquire shares of common stock, from our calculation of earnings per share, as their effect would have been anti-dilutive (in thousands). 2021 2020 Underwriter’s warrants 10 77 Warrants issued with rights offerings 7,681 7,682 Common stock options 182 196 Total 7,873 7,955 | |
Operating Segments | Significant Accounting Policies On March 31, 2020, due to the COVID-19 pandemic and related inability to secure additional funding, we laid off the majority of our employees and reduced our operating expenses significantly to allow for our continuing business operations. We continue to advance the development of our Orion technology and are exploring various strategic options for this technology. Our significant accounting policies are set forth in Note 2 of the financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021. | Operating Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. Our chief operating decision-maker reviews financial information presented on a consolidated basis. Accordingly, we consider ourselves to be in a single reporting segment, specifically the discovery, development and commercialization of visual prosthetics for profoundly blind individuals. We historically managed our Argus II and Orion programs on a consolidated basis within this single operating segment and do not assess the performance of our product lines or geographic regions on other measures of income or expense, such as program expense, operating income or net income. Our underlying technology consists of hardware components (implanted and wearable) and software. A vast majority of this underlying technology is shared between our Argus II and Orion branded systems. While we have ceased production and marketing the Argus II product indicated for individuals with retinitis pigmentosa, we are developing Orion as a next generation product with potential to treat a broader market of blind individuals, including the retinitis pigmentosa market. |
Restructuring Charge | Restructuring Charge On March 31, 2020, due to the COVID-19 pandemic and related inability to secure additional funding, we laid off the majority of our employees and reduced our operating expenses significantly to allow for our continuing business operations. Due to our focus on Orion and wind down of selling and marketing activities related to Argus II, we recorded further impairment charges to our inventory of $0.5 million and $0.7 million to our fixed assets used primarily for Argus activities. We also incurred $1.0 million in severance payments and other costs associated with the wind down, all of which were substantially paid by December 31, 2020. | |
Recently Adopted Accounting Standards | Recently Issued Accounting Pronouncements We do not believe that any recently issued, but not yet effective, accounting standards, if adopted, will have a material effect on the financial statements. | Recently Adopted Accounting Standards We believe that any recently issued, but not yet effective, authoritative guidance, if currently adopted, would not have a material impact on our financial statement presentation or disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting. | |
Schedule of Estimated Useful Lives of Principal Classes of Assets | Lab equipment 5 – 7 years Computer hardware and software 3 – 7 years Leasehold improvements 2 – 5 years or the term of the lease, if shorter Furniture, fixtures and equipment 5 – 10 years |
Schedule of Net Loss Per Share | At December 31, 2021, and 2020, we excluded the outstanding securities summarized below, which entitle the holders thereof to ultimately acquire shares of common stock, from our calculation of earnings per share, as their effect would have been anti-dilutive (in thousands). 2021 2020 Underwriter’s warrants 10 77 Warrants issued with rights offerings 7,681 7,682 Common stock options 182 196 Total 7,873 7,955 |
Money Market Funds (Tables)
Money Market Funds (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Money Market Funds. | |
Schedule of Money Market Funds at their Level within the Fair Value Hierarchy | The following table presents money market funds at their level within the fair value hierarchy at December 31, 2020 and 2019 (in thousands). Total Level 1 Level 2 Level 3 December 31, 2021: Money market funds $ 69,487 $ 69,487 $ — $ — December 31, 2020: Money market funds $ 3,122 $ 3,122 $ — $ — |
Selected Balance Sheet Detail (
Selected Balance Sheet Detail (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Selected Balance Sheet Detail. | ||
Schedule of Property and Equipment | Property and equipment consisted of the following (in thousands): March 31, December 31, 2022 2021 Laboratory equipment $ 584 $ 584 Computer hardware and software 100 82 684 666 Accumulated depreciation and amortization (565) (549) Property and equipment, net $ 119 $ 117 | Property and equipment consisted of the following at December 31, 2021 and 2020 (in thousands): 2021 2020 Laboratory equipment $ 584 $ 584 Computer hardware and software 82 69 666 653 Accumulated depreciation and amortization (549) (479) Property and equipment, net $ 117 $ 174 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Warrants | ||
Summary of Warrant Activity | Weighted Weighted Average Average Exercise Remaining Number of Price Contractual Shares Per Share Life (in Years) Warrants outstanding as of December 31, 2021 7,691 $ 11.75 2.21 Issued — Exercised — Forfeited or expired — Warrants outstanding as of March 31, 2022 7,691 $ 11.75 1.96 Warrants exercisable as of March 31, 2022 7,691 $ 11.75 1.96 | A summary of warrant activity for the years ended December 31, 2021 and 2020 is presented below (in thousands, except per share and contractual life data): Weighted Average Remaining Weighted Average Contractual Life Number of Shares Exercise Price (in Years) Warrants outstanding at December 31, 2019 7,682 11.76 Granted 375 1.25 Exercised (298) 1.25 Forfeited or expired — — Warrants outstanding at December 31, 2020 7,759 11.66 Granted — — Exercised (68) 1.25 Forfeited or expired — — Warrants outstanding at December 31, 2021 7,691 11.75 2.21 Warrants exercisable at December 31, 2021 7,691 11.75 2.21 Warrants exercisable at December 31, 2021 had $4,000 in intrinsic value. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Summary of Option Grant using the Black-Scholes Option-pricing Model | We recognized stock-based compensation cost of $0.1 million and $0.4 million during 2021 and 2020, respectively. The calculated value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions: 2020 Risk-free interest rate 0.31% – 1.50% Expected dividend yield 0% Expected volatility 78.0% to 96.0% Expected term 6.02 years Weighted-average grant date calculated fair value $ 3.72 | |
Summary of Stock Option Activity | Weighted Weighted Average Average Exercise Remaining Number of Price Contractual Shares Per Share Life (in Years) Options outstanding as of December 31, 2021 182 $ 15.68 6.59 Granted — $ — Exercised — $ — Forfeited or expired (2) $ 40.00 Options outstanding as of March 31, 2022 180 $ 15.47 6.40 Options exercisable as of March 31, 2022 151 $ 17.76 6.11 | A summary of stock option activity for the years ended December 31, 2021 and 2020 is presented below (in thousands, except per share and contractual life data): Weighted Weighted Average Number Average Remaining of Exercise Contractual Shares Price Life (in Years) Options outstanding at December 31, 2019 984 $ 21.75 Granted 228 5.49 Exercised — — Forfeited or expired (1,016) 19.34 Options outstanding at December 31, 2020 196 15.48 Granted — — Exercised — — Forfeited or expired (14) 12.95 Options outstanding, vested and expected to vest at December 31, 2021 182 $ 15.68 6.59 Options exercisable at December 31, 2021 148 $ 18.38 6.25 |
Summary of Exercise Prices of Common Stock Options Outstanding and Exercisable | The exercise prices of common stock options outstanding and exercisable are as follows at December 31, 2021 (in thousands): Options Options Outstanding Exercisable Exercise Price (Shares) (Shares) $0.90 to 0.91 22 8 $5.67 to 6.64 85 64 $13.84 to 16.40 52 52 $32.80 to 40.00 10 10 $72.08 to 104.72 13 14 182 148 | |
Stock-based Compensation Expense | The following table presented below summarizes Restricted Stock Unit (RSU) activity for the year ended December 31, 2020 (in thousands, except per share data): Weighted Average Grant Date Number Fair Value of Awards Per Share Outstanding as of December 31, 2019 61 $ 5.92 Awarded — Vested (15) 5.92 Forfeited/canceled (46) 5.92 Outstanding as of December 31, 2020 — There was no activity in the year ended December 31, 2021. As of December 31, 2021, there was no unrecognized compensation cost related to RSUs as they have all been canceled. The total stock-based compensation recognized for stock-based awards granted in the consolidated statements of operations for the years ended December 31, 2021 and 2020 is as follows (in thousands): 2021 2020 Research and development $ 22 $ 127 Clinical and regulatory 35 51 Selling and marketing — 41 General and administrative 18 202 Total $ 75 $ 421 | |
Stock-based Compensation Expense | Three Months Ended March 31, 2022 2021 Research and development 5 5 Clinical and regulatory 3 9 General and administrative 5 5 Total $ 13 $ 19 | The total stock-based compensation recognized for stock-based awards granted in the consolidated statements of operations for the years ended December 31, 2021 and 2020 is as follows (in thousands): 2021 2020 Research and development $ 22 $ 127 Clinical and regulatory 35 51 Selling and marketing — 41 General and administrative 18 202 Total $ 75 $ 421 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets as of December 31, 2021 and 2020 are summarized below (in thousands): 2021 2020 Stock-based compensation $ 401 $ 380 Research credits 8,629 8,848 Depreciation (52) (52) Net operating loss carryforwards 33,033 30,492 Inventory write down 81 82 Other 454 375 Total deferred tax assets 42,399 40,125 Valuation allowance (42,399) (40,125) Net deferred tax assets $ — $ — |
Product Warranties (Tables)
Product Warranties (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Guarantees and Product Warranties [Abstract] | ||
Schedule of Activity in the Company's Warranty Liabilities | A summary of activity of our warranty liabilities, which are included in accrued expenses, for the period ended March 31, 2022 is presented below: Beginning balance as of December 31, 2021 $ 50 Additions — Settlements — Adjustments and other — Ending balance as of March 31, 2022 $ 50 | A summary of activity of our warranty liabilities, which are included in accrued expenses in the accompanying consolidated balance sheets, for the years ended December 31, 2021 and 2020 is presented below (in thousands): 2021 2020 Balance, beginning of year $ 200 $ 1,575 Additions — — Settlements — (875) Adjustments and other (150) (500) Total $ 50 $ 200 |
Right-of-use Assets and Opera_2
Right-of-use Assets and Operating Lease Liabilities (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Right-of-use Assets And Operating Lease Liabilities | ||
The Company evaluated the lease amendment under the provisions of ASC 842. Information related to the Company's right-of-use assets and related lease liabilities are as followings (in thousands, except for remaining lease term and discount rate): | The components of lease expense for the three months ended March 31, 2022 and 2021 were as follows (unaudited): For the three For the three months ended months ended March 31, March 31, 2022 2021 Lease expense: Operating lease expense $ 49 $ 22 Short-term lease expense — — Total lease expense $ 49 $ 22 | The Company evaluated the lease amendment under the provisions of ASC 842. Information related to the Company’s right-of-use assets and related lease liabilities are as followings (in thousands, except for remaining lease term and discount rate): Year ending December 31: 2022 $ 201 2023 52 Total lease payments 253 Less imputed interest (16) Total lease liabilities $ 237 Other supplemental information: Current operating lease liabilities $ 185 Long term operating lease liabilities 52 Total lease liabilities $ 237 Discount rate 10 % For the year ended For the year ended December 31, December 31, 2021 2020 Cash paid for operating lease liabilities 170 303 |
Quarterly Financial Summary (_2
Quarterly Financial Summary (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Summary | Three Months Ended December 31, September 30, June 30, March 31, (in thousands, except per share data) 2021 2021 2021 2021 Product sales $ — $ — $ — $ — Gross profit $ 130 $ — $ — $ — Operating loss $ (1,291) $ (2,503) $ (2,296) $ (2,843) Net loss $ (1,283) $ (2,501) $ (2,294) $ (2,843) Net loss per share – basic and diluted $ (0.03) $ (0.06) $ (0.08) $ (0.12) Three Months Ended December 31, September 30, June 30, March 31, 2020 2020 2020 2020 Product sales $ — $ — $ — $ — Gross profit $ 500 $ — $ — $ — Operating loss $ (1,274) $ (1,602) $ (3,116) $ (8,904) Net loss $ (1,291) $ (1,603) $ (3,100) $ (8,886) Net loss per share – basic and diluted $ (0.06) $ (0.07) $ (0.15) $ (0.57) |
Organization and Business Ope_2
Organization and Business Operations (Details) - USD ($) $ / shares in Units, $ in Millions | Jun. 25, 2021 | Mar. 23, 2021 | May 05, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 08, 2020 | Dec. 31, 2007 |
Unsecured Promissory Note Payable on 31st December 2021 | |||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||
Interest rate on unsecured Promissory Note | 12.00% | ||||||
Chairman of Board of Directors | |||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||
Other borrowings | $ 1 | ||||||
Unaffiliated Shareholders | |||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||
Other borrowings | $ 1.2 | ||||||
Common Stock | |||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||
Number of shares issued upon right offering | 11,500,000 | 4,650,000 | 7,500,000 | 134,349,464 | |||
Share price (in dollars per share) | $ 5 | $ 6 | $ 1 | ||||
Proceeds from issuance or sale of equity, total | $ 53.3 | $ 24.5 | $ 6.7 | ||||
Second Sight Switzerland Sarl | |||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||
Ownership percentage | 77.32% | 100.00% | 99.50% | ||||
Second Sight Switzerland Sarl | Executive Officer | |||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 0.50% |
Summary of Significant Accoun_4
Summary of Significant Accounting - Schedule of Estimated Useful Lives of Principal Classes of Assets (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Computer Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Computer Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Leasehold Improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 2 years |
Leasehold Improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Furniture and Fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Furniture and Fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
Summary of Significant Accoun_5
Summary of Significant Accounting - Schedule of Net Loss Per Share (Details) - shares shares in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Calculation of earnings per share common stock anti-dilutive securities | 7,871 | 7,874 | 7,873 | 7,955 |
Underwriter Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Calculation of earnings per share common stock anti-dilutive securities | 10 | 77 | ||
Warrants Issued With2017 Rights Offering | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Calculation of earnings per share common stock anti-dilutive securities | 7,681 | 7,682 | ||
Common Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Calculation of earnings per share common stock anti-dilutive securities | 180 | 182 | 182 | 196 |
Summary of Significant Accoun_6
Summary of Significant Accounting (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jul. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||||
Asset impairment charges | $ 700,000 | ||||
Net proceeds on sale of Property Plant Equipment | $ 400,000 | ||||
Depreciation and amortization of property and equipment | 100,000 | $ 200,000 | |||
Research and development costs | 2,400,000 | 4,800,000 | |||
Patent costs | 400,000 | 200,000 | |||
grants offset against operating expenses | 1,400,000 | 1,300,000 | |||
FDIC insured amount | 250,000 | ||||
SPIC insured amount | 500,000 | ||||
SPIC cash limit coverage | 250,000 | ||||
Assets | 70,879,000 | 4,460,000 | $ 68,538,000 | ||
Net operating losses carryforward | $ 124,300,000 | 76,800,000 | |||
Net operating loss carryforwards limitations | We have analyzed the available information to determine the amount of the annual limitation. Based on information available us, the 2017 limitation is estimated to range between be $1.4 million and $3.7 million annually. In total, we estimate that the 2017 ownership change will result in approximately $120 million and $56 million of federal and state net operating loss carryforwards expiring unused. | ||||
Manufacture warranty period | 3 years | ||||
Decrease in Warranty expenses | $ 100,000 | 500,000 | |||
Decrease in Warranty expenses | 100,000 | 500,000 | |||
Severance payments | 1,000,000 | ||||
Argus I I Product | |||||
Property, Plant and Equipment [Line Items] | |||||
Asset impairment charges | 700,000 | ||||
Decrease in Warranty expenses | 500,000 | ||||
Other assets impairment charge | 700,000 | ||||
State and Local Jurisdiction | |||||
Property, Plant and Equipment [Line Items] | |||||
Net operating losses carryforward | 76,800,000 | ||||
State and Local Jurisdiction | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Operating loss carryforwards expiration year | 2033 | ||||
State and Local Jurisdiction | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Operating loss carryforwards expiration year | 2041 | ||||
Domestic Tax Authority | |||||
Property, Plant and Equipment [Line Items] | |||||
Net operating losses carryforward | 124,300,000 | ||||
Domestic Tax Authority | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Operating loss carryforwards expiration year | 2035 | ||||
Domestic Tax Authority | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Operating loss carryforwards expiration year | 2037 | ||||
Country | |||||
Property, Plant and Equipment [Line Items] | |||||
Assets | $ 30,000 | $ 18,000 |
Money Market Funds - Schedule o
Money Market Funds - Schedule of Money Market Funds at their Level within the Fair Value Hierarchy (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Impairment Effects on Earnings Per Share [Line Items] | |||
Money market funds | $ 59,461 | $ 69,487 | |
Money Market Funds [Member] | Fair Value, Recurring [Member] | |||
Impairment Effects on Earnings Per Share [Line Items] | |||
Money market funds | 69,487 | $ 3,122 | |
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | |||
Impairment Effects on Earnings Per Share [Line Items] | |||
Money market funds | 59,461 | 69,487 | $ 3,122 |
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | |||
Impairment Effects on Earnings Per Share [Line Items] | |||
Money market funds | |||
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | |||
Impairment Effects on Earnings Per Share [Line Items] | |||
Money market funds |
Selected Balance Sheet Detail -
Selected Balance Sheet Detail - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 684 | $ 666 | $ 653 |
Accumulated depreciation and amortization | (565) | (549) | (479) |
Property and equipment, net | 119 | 117 | 174 |
Laboratory Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 584 | 584 | 584 |
Computer Hardware and Software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 100 | $ 82 | $ 69 |
Selected Balance Sheet Detail_2
Selected Balance Sheet Detail (Details) - USD ($) | Dec. 08, 2020 | Jul. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Impairment charge | $ 700,000 | ||||
Repayment Of Principal And Accrued Interest | $ 135,000 | ||||
Contract liabilities | $ 335,000 | ||||
Unsecured Promissory Note Payable on 31st December 2021 | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Interest rate on unsecured Promissory Note | 12.00% | ||||
Unsecured Promissory Note Payable on 31st December 2021 | Chairman of Board of Directors | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Other borrowings | $ 1,000,000 | ||||
Unsecured Promissory Note Payable on 31st December 2021 | Unaffiliated Shareholders | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Other borrowings | $ 1,200,000 | ||||
Fixed Assets | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Impairment charge | $ 400,000 | ||||
Argus I I Product | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Impairment charge | $ 700,000 |
Grants (Details)
Grants (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 | |
Grants | |||
Received grant | $ 1.6 | ||
Grant receivable with intent to fund early feasibility clinical trial for five years | $ 6.4 | ||
Grant received funding period | 5 years | ||
Received grant | $ 0.5 | $ 0.6 | |
Grants against operating expenses | $ 1.4 | $ 1.3 |
Warrants - Summary of Warrant A
Warrants - Summary of Warrant Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | |||
Outstanding at beginning | 10,125 | ||
Exercised | 67,125 | 297,750 | |
Outstanding at End | 10,125 | 10,125 | |
Outstanding at ending | 1 year 11 months 15 days | ||
Outstanding at End | 1 year 11 months 15 days | ||
Warrant | |||
Class of Warrant or Right [Line Items] | |||
Outstanding at beginning | 7,691 | 7,759 | 7,682 |
Outstanding at beginning | $ 11.75 | $ 11.66 | $ 11.76 |
Granted | 375 | ||
Granted | $ 0 | $ 1.25 | |
Exercised | 0 | (68) | (298) |
Exercised | $ 1.25 | $ 1.25 | |
Forfeited or expired | 0 | 0 | |
Outstanding at End | 7,691 | 7,691 | 7,759 |
Outstanding at End | $ 11.75 | $ 11.75 | $ 11.66 |
Outstanding at ending | 2 years 2 months 15 days | ||
Exercisable at ending | 7,691 | ||
Exercisable at ending | $ 11.75 | ||
Outstanding at End | 2 years 2 months 15 days |
Warrants (Details)
Warrants (Details) - USD ($) | May 05, 2020 | May 05, 2020 | Feb. 22, 2019 | Mar. 06, 2017 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of warrant outstanding | 375,000 | 375,000 | 10,125 | 10,125 | ||||
Warrants exercise price (in dollars per share) | $ 1.25 | $ 1.25 | ||||||
Warrants expiration date | May 5, 2025 | May 5, 2025 | ||||||
Warrants exercised | 67,125 | 297,750 | ||||||
Issuance of common stock shares | 44,482 | 95,434 | ||||||
Warrants exercisable, intrinsic value | $ 5,000 | |||||||
Warrant | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of warrant outstanding | 7,691 | 7,691 | 7,759 | 7,682 | ||||
Warrants exercise price (in dollars per share) | $ 11.75 | $ 11.75 | $ 11.66 | $ 11.76 | ||||
Warrants exercised | 0 | (68) | (298) | |||||
Warrants exercisable, intrinsic value | $ 4,000 | |||||||
Right Offering [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Warrants exercise price (in dollars per share) | $ 11.76 | |||||||
Number of shares issued upon right offering | 5,976,000 | 1,706,000 | ||||||
Share price (in dollars per share) | $ 5.792 | $ 11.76 | ||||||
Additional share price (in dollars per share) | $ 11.76 | $ 11.76 | ||||||
Term of warrants | 5 years | 5 years |
Employee Benefit Plans (Details
Employee Benefit Plans (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Employer contributions to plan | $ 0.1 | $ 0.1 |
Equity Securities (Details Narr
Equity Securities (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 04, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Common stock, shares authorized (in shares) | 300,000 | 300,000 | 300,000 | ||
Stock-based compensation expense | $ 13 | $ 19 | $ 75 | $ 421 | |
Director [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Board of director cash compensation | 100 | ||||
Stock-based compensation expense | $ 100 | ||||
Common Stock | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Common stock, shares authorized (in shares) | 200,000,000 | 300,000,000 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Option Grant using the Black-Scholes Option-pricing Model (Details) | 12 Months Ended |
Dec. 31, 2020$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected dividend yield | 0.00% |
Expected term | 6 years 7 days |
Weighted-average grant date calculated fair value | $ 3.72 |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 0.31% |
Expected volatility | 78.00% |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 1.50% |
Expected volatility | 96.00% |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options outstanding, number of shares (in shares) | 182 | ||
Options outstanding, weighted average exercise price (in dollars per share) | $ 15.68 | ||
Granted | 0 | ||
Granted, weighted average exercise price (in dollars per share) | $ 0 | ||
Forfeited or expired, number of shares (in shares) | (2) | ||
Options vested and exected, number of shares (in shares) | 180 | 182 | |
Options vested and expected, weighted average exercise price (in dollars per share) | $ 15.68 | ||
Options exercisable, number of shares (in shares) | 151 | 148 | |
Options exercisable, weighted average exercise price (in dollars per share) | $ 17.76 | ||
Options exercisable, weighted average remaining contractual life (Year) | 6 years 1 month 9 days | ||
The2011 Equity Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Forfeited or expired, weighted average exercise price (in dollars per share) | $ 40 | ||
Options vested and expected, weighted average exercise price (in dollars per share) | $ 15.47 | ||
Options vested and expected, weighted average remaining contractual life (Year) | 6 years 4 months 24 days | 6 years 7 months 2 days | |
Share-based Payment Arrangement, Option [Member] | The2011 Equity Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options outstanding, number of shares (in shares) | 182,000 | 196,000 | 984,000 |
Options outstanding, weighted average exercise price (in dollars per share) | $ 15.68 | $ 15.48 | $ 21.75 |
Granted | 228,000 | ||
Granted, weighted average exercise price (in dollars per share) | $ 5.49 | ||
Forfeited or expired, number of shares (in shares) | (14,000) | (1,016,000) | |
Forfeited or expired, weighted average exercise price (in dollars per share) | $ 12.95 | $ 19.34 | |
Options vested and exected, number of shares (in shares) | 182,000 | 196,000 | |
Options vested and expected, weighted average exercise price (in dollars per share) | $ 15.68 | $ 15.48 | |
Options vested and expected, weighted average remaining contractual life (Year) | 6 years 7 months 2 days | ||
Options exercisable, number of shares (in shares) | 148,000 | ||
Options exercisable, weighted average exercise price (in dollars per share) | $ 18.38 | ||
Options exercisable, weighted average remaining contractual life (Year) | 6 years 3 months |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Exercise Prices of Common Stock Options Outstanding and Exercisable (Details) - shares | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 21, 2021 |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options Outstanding (in shares) | 180 | 182 | 182 |
Options Exercisable (in shares) | 151 | 148 | |
Exercise Price Range One [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options Outstanding (in shares) | 22 | ||
Options Exercisable (in shares) | 8 | ||
Exercise Price Range One [Member] | Minimum | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise Price | 0.90 | ||
Exercise Price Range One [Member] | Maximum | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise Price | 0.91 | ||
Exercise Price Range Two [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options Outstanding (in shares) | 85 | ||
Options Exercisable (in shares) | 64 | ||
Exercise Price Range Two [Member] | Minimum | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise Price | 5.67 | ||
Exercise Price Range Two [Member] | Maximum | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise Price | 6.64 | ||
Exercise Price Range Three [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options Outstanding (in shares) | 52 | ||
Options Exercisable (in shares) | 52 | ||
Exercise Price Range Three [Member] | Minimum | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise Price | 13.84 | ||
Exercise Price Range Three [Member] | Maximum | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise Price | 16.40 | ||
Exercise Price Range Four [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options Outstanding (in shares) | 10 | ||
Options Exercisable (in shares) | 10 | ||
Exercise Price Range Four [Member] | Minimum | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise Price | 32.80 | ||
Exercise Price Range Four [Member] | Maximum | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise Price | 40 | ||
Exercise Price Range Five [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options Outstanding (in shares) | 13 | ||
Options Exercisable (in shares) | 14 | ||
Exercise Price Range Five [Member] | Minimum | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise Price | 72.08 | ||
Exercise Price Range Five [Member] | Maximum | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise Price | 104.72 |
Stock-based Compensation Expens
Stock-based Compensation Expense (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Outstanding, number of awards (in shares) | 61 | |||
Outstanding, weighted average grant date fair value per share (in dollars per share) | $ 5.92 | |||
Awarded, number of awards (in shares) | ||||
Vested (in shares) | 0 | (15) | ||
Vested, weighted average grant date fair value per share (in dollars per share) | $ 5.92 | |||
Forfeited/canceled, number of awards (in shares) | (46) | |||
Forfeited/canceled, weighted average grant date fair value per share (in dollars per share) | $ 5.92 | |||
Forfeited/canceled, number of awards (in shares) | ||||
Allocated share-based compensation expense | $ 13 | $ 19 | $ 75 | $ 421 |
Research and Development Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Allocated share-based compensation expense | 5 | 5 | 22 | 127 |
Clinical and Regulatory [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Allocated share-based compensation expense | 3 | 9 | 35 | 51 |
Selling and Marketing [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Allocated share-based compensation expense | 41 | |||
General and Administrative Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Allocated share-based compensation expense | $ 5 | $ 5 | $ 18 | $ 202 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized | 77,031 | ||
Number of shares options granted | 1,500,000 | ||
Share based Payment arrangement, nonvested | $ 100,000 | $ 100,000 | $ 400,000 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 10 months 10 days | ||
The2011 Equity Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized | 437,500 | ||
Number of shares options granted | 937,500 | ||
Share based Payment arrangement, nonvested | $ 100,000 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 10 days | ||
The2015 Employee Stock Purchase Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock purchases interval period | 6 months | ||
Percentage of fair market value of Common stock | 85.00% | ||
Aggregate fair market value of common stock | $ 25,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Number of Shares Per Employee | 12,500 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 241,719 | ||
Sale of shares cancelled for employees already purchased shares under plan | 45,468 | ||
Share Based Compensation Arrangement by Share Based Payment Award Shares Resale by Employees | 2,470 | ||
Repurchase and cancelation of common stock shares | 39,467 | ||
Cost related to repurchase and cancelation of common stock shares | $ 270,000 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Stock-based compensation | $ 401 | $ 380 |
Research credits | 8,629 | 8,848 |
Depreciation | (52) | (52) |
Net operating loss carryforwards | 33,033 | 30,492 |
Inventory write down | 81 | 82 |
Other | 454 | 375 |
Total deferred tax assets | 42,399 | 40,125 |
Valuation allowance | (42,399) | (40,125) |
Net deferred tax assets |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2017 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Federal income tax provision | $ 0 | ||
Effective federal statutory rate | 21.00% | ||
Net operating losses carryforward | $ 124,300,000 | $ 76,800,000 | |
Research and development tax credit carryforwards expired | 2023 through 2041 | ||
Domestic Tax Authority | |||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Net operating losses carryforward | $ 124,300,000 | ||
Research and development tax credit carryforwards | 4,755,000 | ||
Domestic Tax Authority | Net Operating Loss Carryforwards Expiring Unused [Member] | |||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Net operating losses carryforward | $ 120,000,000 | ||
State and Local Jurisdiction | |||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Net operating losses carryforward | 76,800,000 | ||
Research and development tax credit carryforwards | 4,903,000 | ||
State and Local Jurisdiction | Net Operating Loss Carryforwards Expiring Unused [Member] | |||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Net operating losses carryforward | $ 56,000,000 | ||
Minimum | |||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Limitation arising from estimated ownership change | 1,400,000 | ||
Maximum | |||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Limitation arising from estimated ownership change | $ 3,700,000 |
Schedule of Activity in the Com
Schedule of Activity in the Company's Warranty Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Guarantees and Product Warranties [Abstract] | |||
Beginning balance | $ 50 | $ 200 | $ 1,575 |
Additions | |||
Settlements | (875) | ||
Adjustments and other | (150) | (500) | |
Ending balance | $ 50 | $ 50 | $ 200 |
Product Warranties (Details Nar
Product Warranties (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Guarantees and Product Warranties [Abstract] | ||
Decrease in warranty expenses | $ 0.1 | $ 0.5 |
Right-of-use Assets and Opera_3
Right-of-use Assets and Operating Lease Liabilities - Right-of-use assets and related lease liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Right-of-use Assets And Operating Lease Liabilities | ||||
2022 | $ 201 | |||
2023 | 52 | |||
Total lease payments | 253 | |||
Less imputed interest | (16) | |||
Total lease liabilities | $ 49 | $ 22 | 237 | |
Current operating lease liabilities | 185 | |||
Long term operating lease liabilities | $ 52 | |||
Operating Lease, Weighted Average Discount Rate, Percent | 10.00% | |||
Cash paid for operating lease liabilities | $ 170 | $ 303 |
Right-of-use Assets and Opera_4
Right-of-use Assets and Operating Lease Liabilities (Details Narrative) | Feb. 01, 2022USD ($) | Jan. 22, 2021USD ($) | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)area | Dec. 31, 2020USD ($) |
Lessee, Lease, Description [Line Items] | ||||||
Incremental borrowing rate | 10.00% | |||||
Lease expiration date | Jun. 18, 2020 | |||||
Other commitment | $ 6,000 | $ 16,000 | ||||
Operating Lease, Right-of-Use Asset | $ 184,000 | $ 228,000 | ||||
Liabilities Subject to Compromise, Early Contract Termination Fees | 150,000 | |||||
Rent paid | $ 17,000 | |||||
Increase in rent for office space | $ 17,500 | |||||
Period of Sub-Lease | 2 years 2 months | |||||
Office space | area | 17,290 | |||||
Lease commitment | $ 179,000 | $ 303,000 | ||||
Lessor member | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lease expiration date | Feb. 1, 2021 | |||||
Other commitment | $ 17,000 | 210,730 | ||||
Other Commitment | 150,000 | |||||
Utilities perating expense maintenance | 900,000 | |||||
Operating Lease, Right-of-Use Asset | 2,300,000 | |||||
Operating Lease, Liability | $ 2,400,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Apr. 01, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 |
Product Liability Contingency [Line Items] | |||||
License agreement term | through 2033 | ||||
License royalty rate | 0.50% | ||||
Agreements incurred cost | $ 130,000 | $ 500,000 | |||
Clinical and regulatory expense | $ 400,000 | 1,100,000 | |||
Description of comunities | the California Secretary of State to impose fines to enforce compliance of SB 826 including a $100,000 fine for "failure to timely file board member information with the Secretary of State"; a $100,000 fine for a first violation, defined as "each director seat required by this section to be held by a female, which is not held by a female during at least a portion of a calendar year"; and a $300,000 fine for subsequent violations. | ||||
Accrued Penalties And Fines First Violation | $ 100,000 | ||||
Accrued Penalties And Fines Subsequent Violation | 300,000 | ||||
Accrued penalties and fines | $ 100,000 | ||||
Liquidated damage | $ 1,000,000 | ||||
Invoice Received In Business Combination | $ 1,860,000 | ||||
Percentage Of Amount Requested By Commission | 6.50% | ||||
Amount includes a requested commission in the Private placement | $ 27,900,000 | ||||
Description of contract termination and claims | Pixium filed suit in the Paris Commercial Court, and currently claim damages of approximately €5.1 million or about $5.6 million. We believe we have fulfilled our obligations to Pixium with the liquidated damages payment of $1,000,000 and thus the Company does not believe any further loss accrual is necessary | Pixium indicated that it considered this termination wrongful, rejected the Company’s offers, but retained the $1,000,000 payment. On May 19, 2021, Pixium filed suit in the Paris Commercial Court, and currently claim damages of approximately €5.1 million or about $5.6 million. We believe we have fulfilled our obligations to Pixium with the liquidated damages payment of $1,000,000 and thus the Company does not believe any further loss accrual is necessary. | |||
License Fee [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Agreements incurred cost | $ 0 | $ 1,000 |
Quarterly Financial Summary (_3
Quarterly Financial Summary (unaudited) - Schedule of Quarterly Financial Summary (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Gross profit | $ 130 | $ 500 | $ 130 | $ 500 | |||||||
Operating loss | $ (2,216) | (1,291) | $ (2,503) | $ (2,296) | $ (2,843) | (1,274) | $ (1,602) | $ (3,116) | $ (8,904) | (8,933) | (14,896) |
Net loss | $ (2,212) | $ (1,283) | $ (2,501) | $ (2,294) | $ (2,843) | $ (1,291) | $ (1,603) | $ (3,100) | $ (8,886) | $ (8,921) | $ (14,880) |
Net loss per common share - basic | $ (0.06) | $ (0.03) | $ (0.06) | $ (0.08) | $ (0.12) | $ (0.06) | $ (0.07) | $ (0.15) | $ (0.57) | $ (0.27) | $ (0.72) |
Net loss per common share - diluted | $ (0.06) | $ (0.03) | $ (0.06) | $ (0.08) | $ (0.12) | $ (0.06) | $ (0.07) | $ (0.15) | $ (0.57) | $ (0.27) | $ (0.72) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) $ in Thousands | Mar. 31, 2022USD ($) |
Current assets: | |
Cash and cash equivalents | $ 59,599 |
Prepaid expenses and other current assets | 618 |
Total current assets | 60,217 |
Property and equipment, net | 119 |
SAFE (see Note 1) | 8,000 |
Right-of-use assets | 184 |
Deposits and other assets | 18 |
Total assets | 68,538 |
Current liabilities: | |
Accounts payable | 744 |
Accrued expenses | 715 |
Accrued compensation expense | 462 |
Accrued clinical trial and grant expenses | 219 |
Current operating lease liabilities | 199 |
Total current liabilities | 2,385 |
Total liabilities | 2,385 |
Commitments and contingencies | |
Stockholders' equity: | |
Preferred stock, no par value, 10,000 shares authorized; none outstanding | |
Common stock, no par value; 300,000 shares authorized; shares issued and outstanding: 39,409 as of March 31, 2022 and December 31, 2021 | 347,940 |
Additional paid-in capital | 49,402 |
Accumulated other comprehensive loss | (392) |
Accumulated deficit | (330,797) |
Total stockholders' equity | 66,153 |
Total liabilities and stockholders' equity | $ 68,538 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Condensed Consolidated Balance Sheets (unaudited) | |||
Preferred stock, no par value (in dollars per share) | $ 0 | $ 0 | $ 0 |
Preferred stock, shares authorized | 10,000 | 10,000 | 10,000 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, no par value (in dollars per share) | $ 0 | $ 0 | $ 0 |
Common stock, shares authorized | 300,000 | 300,000 | 300,000 |
Common stock, shares issued | 39,409 | 39,409 | 23,214 |
Common stock, shares outstanding | 39,409 | 39,409 | 23,214 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Condensed Consolidated Statements of Comprehensive Loss (unaudited) | |||||||||||
Cost of sales | $ (130) | $ (500) | |||||||||
Gross profit | $ 130 | $ 500 | 130 | 500 | |||||||
Operating expenses: | |||||||||||
Research and development, net of grants | $ 645 | $ 334 | 2,370 | 4,836 | |||||||
Clinical and regulatory, net of grants | 105 | 37 | 378 | 1,687 | |||||||
Selling and marketing | 701 | ||||||||||
General and administrative | 1,466 | 2,472 | 6,315 | 5,943 | |||||||
Restructuring charges | 2,229 | ||||||||||
Total operating expenses | 2,216 | 2,843 | 9,063 | 15,396 | |||||||
Loss from operations | (2,216) | (1,291) | $ (2,503) | $ (2,296) | (2,843) | (1,274) | $ (1,602) | $ (3,116) | $ (8,904) | (8,933) | (14,896) |
Interest income | 4 | 12 | 16 | ||||||||
Net loss | $ (2,212) | $ (1,283) | $ (2,501) | $ (2,294) | $ (2,843) | $ (1,291) | $ (1,603) | $ (3,100) | $ (8,886) | $ (8,921) | $ (14,880) |
Net loss per common share - basic | $ (0.06) | $ (0.03) | $ (0.06) | $ (0.08) | $ (0.12) | $ (0.06) | $ (0.07) | $ (0.15) | $ (0.57) | $ (0.27) | $ (0.72) |
Net loss per common share - diluted | $ (0.06) | $ (0.03) | $ (0.06) | $ (0.08) | $ (0.12) | $ (0.06) | $ (0.07) | $ (0.15) | $ (0.57) | $ (0.27) | $ (0.72) |
Weighted average shares outstanding - basic | 39,409 | 23,537 | 32,817,000 | 20,575,000 | |||||||
Weighted average shares outstanding - diluted | 39,409 | 23,537 | 32,817,000 | 20,575,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Condensed Consolidated Statements of Comprehensive Loss (unaudited) | |||||||||||
Net loss | $ (2,212) | $ (1,283) | $ (2,501) | $ (2,294) | $ (2,843) | $ (1,291) | $ (1,603) | $ (3,100) | $ (8,886) | $ (8,921) | $ (14,880) |
Other comprehensive income (loss): | |||||||||||
Foreign currency translation adjustments | (13) | 36 | 69 | 114 | |||||||
Comprehensive loss | $ (2,225) | $ (2,807) | $ (8,852) | $ (14,766) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (unaudited) - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 264,008 | $ 48,613 | $ (562) | $ (304,784) | $ 7,275 |
Balance beginning (in shares) at Dec. 31, 2019 | 15,643 | ||||
Issuance of shares of common stock in underwritten public offering (in shares) | (2) | ||||
Stock-based compensation expense | 421 | 421 | |||
Net loss | (14,880) | (14,880) | |||
Foreign currency translation adjustment | 114 | $ 114 | |||
Ending balance (in shares) at Dec. 31, 2020 | 23,214 | 23,214 | |||
Ending balance, value at Dec. 31, 2020 | $ 270,126 | 49,314 | (448) | (319,664) | $ (672) |
Issuance of shares of common stock in underwritten public offering | $ 24,451 | 24,451 | |||
Issuance of shares of common stock in underwritten public offering (in shares) | 4,650 | ||||
Warrants exercised | $ 15 | 15 | |||
Warrants exercised (in shares) | 44 | ||||
Stock-based compensation expense | 19 | 19 | |||
Net loss | (2,843) | (2,843) | |||
Foreign currency translation adjustment | 36 | 36 | |||
Ending balance (in shares) at Mar. 31, 2021 | 27,908 | ||||
Ending balance, value at Mar. 31, 2021 | $ 294,592 | 49,333 | (412) | (322,507) | 21,006 |
Beginning balance, value at Dec. 31, 2020 | $ 270,126 | 49,314 | (448) | (319,664) | $ (672) |
Balance beginning (in shares) at Dec. 31, 2020 | 23,214 | 23,214 | |||
Warrants exercised | $ 25 | $ 25 | |||
Warrants exercised (in shares) | 45 | ||||
Stock-based compensation expense | 75 | 75 | |||
Net loss | (8,921) | (8,921) | |||
Foreign currency translation adjustment | 69 | $ 69 | |||
Ending balance (in shares) at Dec. 31, 2021 | 39,409 | 39,409 | |||
Ending balance, value at Dec. 31, 2021 | $ 347,940 | 49,389 | (379) | (328,585) | $ 68,365 |
Stock-based compensation expense | 13 | 13 | |||
Net loss | (2,212) | (2,212) | |||
Foreign currency translation adjustment | (13) | $ (13) | |||
Ending balance (in shares) at Mar. 31, 2022 | 39,409 | 39,409 | |||
Ending balance, value at Mar. 31, 2022 | $ 347,940 | $ 49,402 | $ (392) | $ (330,797) | $ 66,153 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (2,212) | $ (2,843) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 16 | 20 |
Stock-based compensation | 13 | 19 |
Non-cash lease expense | 6 | 16 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | 305 | 332 |
Accounts payable | 221 | 1,158 |
Accrued expenses | 159 | 345 |
Accrued compensation expenses | (239) | 26 |
Accrued clinical trial expenses | (244) | 149 |
Net cash used in operating activities | (1,975) | (778) |
Cash flows from investing activities: | ||
SAFE (see Note 1) | (8,000) | 0 |
Purchases of property and equipment | (18) | 0 |
Net cash used in investing activities | (8,018) | 0 |
Cash flows from financing activities: | ||
Net proceeds from sale of common stock and exercise of warrants | 24,466 | |
Net cash provided by financing activities | 24,466 | |
Effect of exchange rate changes on cash and cash equivalents | (1) | (3) |
Cash and cash equivalents: | ||
Net Increase (decrease) | (9,994) | 23,685 |
Balance at beginning of period | 69,593 | 3,177 |
Balance at end of period | $ 59,599 | $ 26,682 |
Organization and Business Ope_3
Organization and Business Operations | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization and Business Operations | 1. Organization and Business Operations Second Sight Medical Products, Inc. (“Second Sight,” the “Company,” “we,” “us,” “our” or similar terms) has developed, manufactured and marketed implantable visual prosthetics that are intended to deliver useful artificial vision to blind individuals. We are a recognized global leader in neuromodulation devices for blindness, and are committed to developing new technologies to treat the broadest population of sight-impaired individuals. Agreement and Plan of Merger with Nano Precision Medical, Inc. As disclosed in the Company’s Current Report on Form 8-K filed with the SEC on February 8, 2022, on February 4, 2022, Second Sight entered into the agreement and plan of merger (the “Merger Agreement”) with Nano Precision Medical, Inc., a California corporation (“NPM”), and, upon and subject to the execution of a joinder, NPM Acquisition Corp., a California corporation and a wholly-owned subsidiary of the Company (“Merger Sub”). Pursuant to the Merger Agreement and subject to the terms and conditions set forth therein, NPM will merge with and into Merger Sub (the “Merger”), and upon consummation of the Merger, Merger Sub will cease to exist and NPM will become a wholly-owned subsidiary of the Company. Upon completion of the Merger and subject to shareholder approval, the Company will change its name as the Company and NPM may agree in the future and change its trading symbol as NPM requests in writing following consultation with Nasdaq. Subject to the terms and conditions of the Merger Agreement, if the Merger is completed, the securities of NPM will be converted into the right to receive an aggregate of approximately 134,349,464 shares of the Company’s common stock (the “Merger Shares”) representing approximately 77.32% of the total issued and outstanding shares of common stock of the Company on a fully converted basis, including, without limitation, giving effect to the conversion of all options, warrants, and any and all other convertible securities. The Merger will involve change of control and may be consummated only following the approval of the Company’s shareholders. The Company filed a Registration Statement on Form S-4 on May 13, 2022 in connection with the Merger to register the Merger Shares. SAFE Agreement On February 4, 2022, in connection with the Merger, Second Sight and NPM also entered into a Simple Agreement for Future Equity (“SAFE”) whereby Second Sight would provide to NPM, pending closing of the Merger, an investment advance of $8 million which, effective upon the termination date of the Merger Agreement without completion of the Merger, will result in NPM’s issuing to Second Sight that number of shares of NPM common stock which following that issuance will equal not less than 2.133% of the issued and outstanding shares of NPM common stock assuming exercise or conversion of all outstanding vested and unvested options, warrants, and convertible securities. In the event NPM completes an equity financing at a lower valuation, Second Sight may be eligible to receive additional shares of NPM common stock as set forth in the SAFE. If the Merger is completed, the SAFE will terminate. The SAFE is classified as a marked-to-market asset pursuant to ASC 480, Distinguishing Liabilities from Equity , due to the potential variability at the time of share settlement. The carrying value of the SAFE as of March 31, 2022 was determined to approximate fair value due to proximity to the issuance date and current probability of a successful merger. Product and Clinical Development Plans Leveraging our 20 years of experience in neuromodulation for vision, we are developing the Orion ® Visual Cortical Prosthesis System (“Orion”), an implanted cortical stimulation device intended to provide useful artificial vision to individuals who are blind due to a wide range of causes, including glaucoma, diabetic retinopathy, optic nerve injury or disease and eye injury. Orion is intended to convert images captured by a miniature video camera mounted on glasses into a series of small electrical pulses. The device is designed to bypass diseased or injured eye anatomy and to transmit these electrical pulses wirelessly to an array of electrodes implanted on the surface of the brain’s visual cortex, where it is intended to provide the perception of patterns of light. We are conducting an Early Feasibility Study of the Orion device at the Ronald Reagan UCLA Medical Center in Los Angeles (“UCLA”) and Baylor College of Medicine in Houston (“Baylor”). Regularly scheduled visits at both sites were paused in mid-March 2020 due to the coronavirus outbreak, however visits at UCLA resumed mid-September 2020 and Baylor resumed in December 2020. Our 36-month results, all of which were measured after the study resumed, indicate to us that: ● We have a good safety profile . Five subjects experienced a total of fourteen adverse events (AEs) related to the device or to the surgery, through February 2022. One was considered a serious adverse event (SAE), and all of the adverse events were in the expected category. The one SAE occurred at about three months post-implant, was resolved quickly, and did not require a hospital stay. There have been no serious adverse events due to the device or surgery since June 2018. ● The efficacy data is encouraging . We measure efficacy by looking at three measures of visual function: The first is square localization, where Orion subjects sit in front of a touch screen and are asked to touch within the boundaries of a square when it appears. The second is direction of motion, where subjects are asked to identify the direction and motion of lines on a screen. The third is grating visual acuity, a measure of visual acuity that is adapted for very low vision. Five subjects have completed these tests at 36-months. For these 36-month results, on square localization, five of five subjects tested in our feasibility study performed significantly better with the system on than off. On direction of motion, five of five performed better with the system on than off. On grating visual acuity, two of five tested had measurable visual acuity on the scale of this test (versus none who can do it with the device off). Another efficacy measurement of day-to-day functionality and benefit is FLORA, an acronym for Functional Low-Vision Observer Rated Assessment. FLORA is an assessment performed by an independent, third-party low vision orientation and mobility specialist who spends time with each of the subjects in their homes. The specialist asks each of the subjects a series of questions and also observes them performing 15 or more daily living tasks, such as finding light sources, following a sidewalk, or sorting laundry. The specialist then determines if the system is providing a benefit, if it is neutral, or if it is actually hurting the abilities of subjects to perform these tasks. FLORA results to date show that 4 out of 4 completing the FLORA at 36 months had positive or mild positive results indicating the Orion system is providing benefit. We reached agreement with the FDA in the fourth quarter of 2019 to utilize a revised version of FLORA as our primary efficacy endpoint in our pivotal trial for Orion, pending successful validation of the instrument. No peer-reviewed data is available yet for the Orion system. We are currently negotiating the clinical and regulatory pathway to commercialization with the FDA as part of the Breakthrough Devices Program. In November 2017, the FDA granted Breakthrough Devices Program designation for the Orion. This designation is given to a few select medical devices in order to provide more effective treatment of life-threatening or irreversibly debilitating diseases or conditions. This program is intended to help patients have more timely access to these medical devices by expediting their development, assessment, and review. On February 26, 2021, the U.S. Food and Drug Administration (FDA) approved the Argus 2s Retinal Prosthesis System, a redesigned set of external hardware (glasses and video processing unit) initially for use in combination with previously implanted Argus II systems for the treatment of retinitis pigmentosa (RP). The Company expects that the Argus 2s will be adapted to be the external system for the next generation Orion Visual Cortical Prosthesis System currently under development. In addition to ergonomic improvements, the Argus 2s system offers significantly more processing power, potentially allowing for improved video processing. Our principal offices are located in Los Angeles, California. In 2007, Second Sight formed Second Sight Medical Products (Switzerland) Sàrl, initially to manage clinical trials and sales and marketing in Europe, the Middle East and Asia-Pacific, and more recently for the research of future technologies. As the laws of Switzerland require at least two corporate stockholders, Second Sight Medical Products (Switzerland) Sàrl is 99.5% owned directly by us and 0.5% owned by an executive of Second Sight as of March 31, 2022. Accordingly, Second Sight Medical Products (Switzerland) Sàrl is considered 100% owned for financial statement purposes and is consolidated with Second Sight for all periods presented. We have closed our foreign operations and expect final dissolution of this entity in 2023. Market Development Plans Orion. By further developing our visual cortical prosthesis, Orion, we believe we may be able to significantly expand our market to include nearly all profoundly blind individuals. The only notable exceptions for potential use of the Orion are those who are blind due to otherwise currently treatable diseases, individuals who are born blind, or blindness due to direct damage of the visual cortex, which is rare. However, of the estimated 36 million blind people worldwide, there are approximately 5.8 million people who are legally blind due to causes that are not otherwise treatable. We continue to develop and refine our estimates of the potential addressable market size as we evaluate the commercial prospects for Orion using a combination of published sources, third party market research, and physician feedback. We currently estimate over 500,000 individuals in the US are legally blind due to retinitis pigmentosa, glaucoma, diabetic retinopathy, optic nerve disease and eye injury. Of this population, we estimate the potential US addressable market is between 50,000 and 100,000 individuals with bi-lateral blindness at the light-perception level or worse. Our marketing approvals by the FDA and other regulatory agencies will ultimately determine the subset of these patients who are eligible for the Orion based on our clinical trials and the associated results. Our objective in designing and developing the Orion visual prosthesis system is to bypass the optic nerve and directly stimulate the part of the brain responsible for human vision. An Early Feasibility Study of the Orion device is currently underway at UCLA and Baylor College of Medicine. Regularly scheduled visits at both sites were placed on hold in mid-March due to Covid-19, however visits at UCLA resumed mid-September 2020 and Baylor resumed in December 2020. Our 36-month results an indicate a good safety profile with encouraging efficacy data and benefits in helping subjects perform their daily living tasks. We believe these data are encouraging and support advancement of Orion into a larger pivotal clinical study. Early promising results are not necessarily indicative of results which may be obtained in large clinical trials. No assurance can be given that we will achieve similar results in our larger Orion clinical trials. No peer-reviewed data is available yet for the Orion system. COVID-19 Pandemic We are requiring our employees to adhere to the local and state guidelines regarding the COVID-19 pandemic, and use their best judgement to work remotely or work in the office. While many of our employees are accustomed to working remotely, much of our workforce has not historically been remote. Although we continue to monitor the situation and may adjust our current policies as more information and public health guidance becomes available, restricting the ability to do business in person may create operational or other challenges, any of which could harm our business, financial condition and results of operations. In addition, our clinical trials have been affected by the COVID-19 outbreak. Patient visits in ongoing clinical trials were paused, for example, due to prioritization of hospital resources toward the COVID-19 outbreak, travel restrictions imposed by governments, and the inability to access sites for initiation and monitoring. Also, some of our suppliers of certain materials used in the development of our product candidates are located in areas impacted by COVID-19 which could limit our ability to obtain sufficient materials for our product candidates. COVID-19 has and will continue to adversely affect global economies and financial markets, and may result in an economic downturn that could affect demand for our product candidates, if approved, and impact our operating results. Even after the COVID-19 pandemic has subsided, we may continue to experience an adverse impact to our business as a result of the continued global economic impact of the pandemic. We cannot anticipate all of the ways in which health epidemics such as COVID-19 could adversely impact our business. Although we are continuing to monitor and assess the effects of the COVID-19 pandemic on our business, the ultimate impact of the COVID-19 pandemic or a similar health epidemic is highly uncertain and subject to change. See the Risk Factors section for further discussion of the possible impact of the COVID-19 pandemic on our business. Liquidity From inception, our operations have been funded primarily through the sales of our common stock and warrants, as well as from the issuance of convertible debt, research and clinical grants, and limited product revenue generated from the sale of our Argus II product. We have funded our business since 2020 primarily through the following transactions: ● On June 25, 2021, we closed an underwritten public offering of 11,500,000 shares of common stock at a price of $5.00 per share for aggregate net proceeds of $53.3 million ● On March 23, 2021, we closed our private placement to seven institutional investors of 4,650,000 shares of common stock at a price of $6.00 per share for aggregate net proceeds of approximately $24.5 million We were awarded a $1.6 million grant (with the intent to fund $6.4 million over five years subject to annual review and approval) from the National Institutes of Health (NIH) to fund the “Early Feasibility Clinical Trial of a Visual Cortical Prosthesis” that commenced in January 2018. Our second year grant of $1.4 million was approved on April 6, 2021 and our third year grant of $1.4 million was approved on May 12, 2021. As of March 31, 2022 we recorded $0.2 million of grant costs receivable, included in prepaid expenses and other current assets. On September 17, 2019, we received a $2.4 million, four-year grant from the National Institutes of Health (NIH) to develop spatial localization and mapping technology (“SLAM”). This grant involves a joint collaboration with the Johns Hopkins University Applied Physics Laboratory and is intended to speed the integration of SLAM into future generations of Orion. The goal is to give Orion users the ability to localize objects and navigate landmarks in unfamiliar surroundings in real time. APL is the primary recipient of the grant. We have suspended our activities on the project until we clarify our future plans. Our financial statements have been presented on the basis that our business is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We are subject to the risks and uncertainties associated with a business with no revenue that is developing a novel medical device, including limitations on our operating capital resources. We have incurred recurring operating losses and negative operating cash flows since inception, and we expect to continue to incur operating losses and negative operating cash flows for the foreseeable future. | 1. Organization and Business Operations Second Sight Medical Products, Inc. (“Second Sight,” the “Company,” “we,” “us,” “our” or similar terms), was incorporated in the State of California in 2003. We develop, manufacture and market implantable visual prosthetics that are intended to deliver useful artificial vision to blind individuals. We are a recognized global leader in neuromodulation devices for blindness and are committed to developing new technologies to treat the broadest population of sight-impaired individuals. In 2007, Second Sight formed Second Sight (Switzerland) Sàrl, initially to manage clinical trials for its products in Europe, and later to manage sales and marketing in Europe, the Middle East and Asia Pacific. As the laws of Switzerland require at least two corporate stockholders, Second Sight (Switzerland) Sàrl is 99.5% owned directly by us and 0.5% owned by an executive of Second Sight, who is acting as our nominee. Accordingly, Second Sight (Switzerland) Sàrl, is considered 100% owned for financial statement purposes and is consolidated with Second Sight for all periods presented. We are currently developing the Orion® Visual Cortical Prosthesis System (“Orion”), an implanted cortical stimulation device intended to provide useful artificial vision to individuals who are blind due to a wide range of causes, including glaucoma, diabetic retinopathy, optic nerve injury or disease, or forms of cancer and trauma. A feasibility study of the Orion device is currently underway at the Ronald Reagan UCLA Medical Center in Los Angeles (“UCLA”) and Baylor College of Medicine in Houston (“Baylor”). Our commercially approved product, the Argus® II retinal prosthesis system (“Argus II”), entered clinical trials in 2006, received CE Mark approval for marketing and sales in the European Union (“EU”) in 2011, and received approval by the United States Food and Drug Administration (“FDA”) for marketing and sales in the United States in 2013. We began selling the Argus II in Europe at the end of 2011, Saudi Arabia in 2012, the United States and Canada in 2014, Turkey in 2015, Iran, Taiwan, South Korea and Russia in 2017, and Singapore in 2018. Given the limited addressable market of Argus II, we have made the decision to maximize capital efficiency by ceasing the production and sales of our Argus commercial and clinical activities and increase our investment of resources with our Orion clinical and R&D programs. Liquidity and Capital Resources From inception, our operations have been funded primarily through the sales of our common stock as well as from research and clinical grants. Funding of our business since 2020 has been primarily provided by: ● On June 25, 2021, we closed an underwritten public offering of 11,500,000 shares of common stock at a price of $5.00 per share for aggregate net proceeds of $53.3 million ● On March 23, 2021, we closed our private placement to seven institutional investors of 4,650,000 shares of common stock at a price of $6.00 per share for aggregate net proceeds of approximately $24.5 million ● On May 5, 2020, we closed our underwritten public offering of 7,500,000 shares of common stock at an offering price of $1.00 per share for aggregate net proceeds of approximately $6.7 million ● On December 8, 2020, we borrowed $1 million from Gregg Williams, Chairman of the Board of Directors of the Company and $1.2 million from two unaffiliated shareholders. Each promissory note was unsecured and accrued interest at a rate of twelve percent ( 12 %) per annum beginning on receipt of the loan amounts. We repaid the principal and accrued interest during the quarter ended June 30, 2021. Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We estimate that currently available cash will provide sufficient funds to enable the Company to meet its planned obligations for at least twenty-four months. Our ability to continue as a going concern is dependent on our ability to develop profitable operations through implementation of our business initiatives and/or raise additional capital, however, there can be no assurances that we will be able to do so. |
Basis of Presentation, Signific
Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting. | ||
Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements | 2. Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements Basis of Presentation These unaudited interim financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and following the requirements of the United States Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP can be condensed or omitted. In our opinion, the unaudited interim financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of our financial position and our results of operations and cash flows for periods presented. These statements do not include all disclosures required by GAAP and should be read in conjunction with our financial statements and accompanying notes for the fiscal year ended December 31, 2021, contained in our Annual Report on Form 10-K filed with the SEC on March 29, 2022. The results of the interim periods are not necessarily indicative of the results expected for the full fiscal year or any other interim period or any future year or period. Significant Accounting Policies On March 31, 2020, due to the COVID-19 pandemic and related inability to secure additional funding, we laid off the majority of our employees and reduced our operating expenses significantly to allow for our continuing business operations. We continue to advance the development of our Orion technology and are exploring various strategic options for this technology. Our significant accounting policies are set forth in Note 2 of the financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021. Recently Issued Accounting Pronouncements We do not believe that any recently issued, but not yet effective, accounting standards, if adopted, will have a material effect on the financial statements. | 2. Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and include the financial statements of Second Sight and Second Sight Switzerland. Intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. We base our estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include those related to assumptions used in accruals for potential liabilities, valuing equity instruments and stock-based compensation, and the realization of deferred tax assets. Actual results could differ from those estimates Reclassifications Certain items in prior period financial statements have been reclassified to conform to the presentation in the current period financial statements. Such reclassification did not impact our previously reported net loss on financial position. Cash and Cash Equivalents We consider all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. Cash is carried at cost, which approximates fair value, and cash equivalents are carried at fair value. We generally invest funds that are in excess of current needs in high credit quality instruments such as money market funds. Property and Equipment Property and equipment are recorded at historical cost less accumulated depreciation and amortization. Improvements are capitalized, while expenditures for maintenance and repairs are charged to expense as incurred. Upon disposal of depreciable property, the appropriate property accounts are reduced by the related costs and accumulated depreciation. The resulting gains and losses are reflected in the consolidated statements of operations. Depreciation is provided for using the straight-line method in amounts sufficient to relate the cost of assets to operations over their estimated service lives. Leasehold improvements are amortized over the shorter of the life of the asset or the related lease term. Estimated useful lives of the principal classes of assets are as follows: Lab equipment 5 – 7 years Computer hardware and software 3 – 7 years Leasehold improvements 2 – 5 years or the term of the lease, if shorter Furniture, fixtures and equipment 5 – 10 years We review our property and equipment for impairment annually or whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. As a result of our decision to cease marketing of Argus II we recorded an impairment of $0.7 million related to our property and equipment used primarily for Argus activities. We sold a substantial number of our property and equipment for net proceeds of $0.4 million in July 2020. Depreciation and amortization of property and equipment amounted to $0.1 million and $0.2 million for the years ended December 31, 2021 and 2020, respectively. Research and Development Research and development costs are charged to operations in the period incurred and amounted to $2.4 million, and $4.8 million net of grant revenue, for the years ended December 31, 2021 and 2020, respectively. Patent Costs Due to the uncertainty associated with the successful development of one or more commercially viable products based on our research efforts and any related patent applications, all patent costs, including patent-related legal, filing fees and other costs, including internally generated costs, are expensed as incurred. Patent costs were $0.4 million and $0.2 million for the years ended December 31, 2021 and 2020, respectively, and are included in general and administrative expenses in the consolidated statements of operations. NIH Grant From time to time, we receive grants that help fund specific development programs. Any amounts received pursuant to grants are offset against the related operating expenses as the costs are incurred. During the years ended December 31, 2021 and 2020 grants offset against operating expenses were $1.4 million and $1.3 million, respectively. Concentration of Risk Credit Risk Financial instruments that subject us to concentrations of credit risk consist primarily of cash and money market funds. We maintain cash and money market funds with financial institutions that management deems credit worthy, and at times, cash balances may be in excess of FDIC and SIPC insurance limits of $250,000 and $500,000 (including cash of $250,000), respectively. We also maintain cash at a bank in Switzerland. Accounts at said bank are insured up to an amount specified by the deposit insurance agency of Switzerland. Foreign Operations The accompanying consolidated financial statements as of December 31, 2021 and 2020 include assets amounting to approximately $30,000 and $18,000, respectively, relating to our operations in Switzerland. Unanticipated events in foreign countries could disrupt our operations and impair the value of these assets. Fair Value of Financial Instruments The authoritative guidance with respect to fair value establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required. Level 1. Observable inputs such as quoted prices in active markets for an identical asset or liability that we have the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives. Level 2. Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange based derivatives, mutual funds, and fair-value hedges. Level 3. Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently-traded non-exchange-based derivatives and commingled investment funds, and are measured using present value pricing models. We determine the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, we perform an analysis of the assets and liabilities at each reporting period end. Cash equivalents, which include money market funds, are the only financial instrument measured and recorded at fair value in assets or liabilities on our consolidated balance sheet, and they are valued using Level 1 inputs. Stock-Based Compensation Pursuant to FASB ASC 718 Share-Based Payment (“ASC 718”), we record stock-based compensation expense for all stock-based awards. Under ASC 718, we estimate the fair value of stock options granted using the Black-Scholes option pricing model. The fair value for awards that are expected to vest is then amortized on a straight-line basis over the requisite service period of the award, which is generally the option vesting term. The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option valuation model. The assumptions used in the Black-Scholes valuation model are as follows: ● The grant price of the issuances is determined based on the fair value of the shares at the date of grant. ● The risk free interest rate for periods within the contractual life of the option is based on the U.S. treasury yield in effect at the time of grant. ● We calculate the expected term of options using a weighted average of option vesting periods and an estimate of one-half of the period between vesting and expiration of the option. ● Volatility is determined based on our average historical volatilities since our trading history began in November 2014, supplemented with average historical volatilities of comparable companies in our similar industry. ● Expected dividend yield is based on current yield at the grant date or the average dividend yield over the historical period. We have never declared or paid dividends and have no plans to do so in the foreseeable future. Comprehensive Income or Loss We comply with provisions of FASB ASC 220, Comprehensive Income, which requires companies to report all changes in equity during a period, except those resulting from investment by owners and distributions to owners, for the period in which they are recognized. Comprehensive income is defined as the change in equity during a period from transactions and other events from non-owner sources. Comprehensive and other comprehensive income (loss) is reported on the face of the financial statements. For the years ended December 31, 2021 and 2020 comprehensive income (loss) is the total of net income (loss) and other comprehensive income (loss) which, for us, consists entirely of foreign currency translation adjustments and there were no material reclassifications from other comprehensive loss to net loss during the years ended December 31, 2021 and 2020. Foreign Currency Translation and Transactions The financial statements and transactions of the subsidiary’s operations are reported in the local (functional) currency of Swiss francs (CHF) and translated into U.S. dollars in accordance with U.S. GAAP. Assets and liabilities of those operations are translated at exchange rates in effect at the balance sheet date. The resulting gains and losses from translating foreign currency financial statements are recorded as other comprehensive income (loss). Revenues and expenses are translated at the average exchange rate for the reporting period. Foreign currency transaction gains (losses) resulting from exchange rate fluctuations on transactions denominated in a currency other than the foreign operations’ functional currencies are included in expenses in the consolidated statements of operations. Income Taxes We account for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, we recognize deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities. We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. In the event we were to determine that we would be able to realize our deferred tax assets in the future in excess of our recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Likewise, should we determine that we would not be able to realize all or part of our deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made. We have incurred losses for tax purposes since inception and have significant tax losses and tax credit carryforwards. As of December 31, 2021, we had federal and state of California income tax net operating loss carryforwards, which may be applied to future taxable income, of approximately $124.3 million and $76.8 million, respectively. To the extent that we continue to generate taxable losses, unused losses will carry forward to offset future taxable income, if any, until these unused losses expire. However, we may be unable to use these losses to offset taxable income before our unused losses expire at various dates that range from 2035 through 2037 for federal net operating losses generated before 2018. Federal net operating losses generated for year 2018 and forward do not expire. State net operating losses expire from 2033 through 2041. Under Section 382 of the Internal Revenue Code of 1986, as amended, or the Code, if a corporation undergoes an “ownership change,” generally defined as a greater than 50 percentage point change (by value) in its equity ownership over a three-year period, the corporation’s ability to use its pre-change net operating loss, or NOL, carryforwards to offset its post-change taxable income may be limited. Limitations may also apply to the utilization of other pre-change tax attributes as a result of an ownership change. We experienced an “ownership change” within the meaning of Section 382(g) of the Internal Revenue Code of 1986, as amended, during the second quarter of 2017. The ownership change will subject our net operating loss carryforwards to an annual limitation, which will significantly restrict our ability to use them to offset taxable income in periods following the ownership change. In general, the annual use limitation equals the aggregate value of our stock at the time of the ownership change multiplied by a tax-exempt interest rate specified by the Internal Revenue Service. We have analyzed the available information to determine the amount of the annual limitation. Based on information available us, the 2017 limitation is estimated to range between be $1.4 million and $3.7 million annually. In total, we estimate that the 2017 ownership change will result in approximately $120 million and $56 million of federal and state net operating loss carryforwards expiring unused. Product Warranties Our policy is to warrant all shipped products against defects in materials and workmanship for up to two years by replacing failed parts. We also provide a three-year manufacturer’s warranty covering implant failure by providing a functionally-equivalent replacement implant. Accruals for product warranties are estimated based on historical warranty experience and current product performance trends and are recorded at the time revenue is recognized as a component of cost of sales. The warranty liabilities are reduced by material and labor costs used to replace parts over the warranty period in the periods in which the costs are incurred. We periodically assess the adequacy of our recorded warranty liabilities and adjust the amounts as necessary. During 2021 and 2020, we reduced our warranty expense by $0.1 million and $0.5 million, respectively due to the discontinued sales of Argus II and the resultant end of the product warranty periods. The warranty liabilities are included in accrued expenses in the consolidated balance sheets. Net Loss per Share Our computation of earnings per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income (loss) available to common shareholders divided by the weighted average number of common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible notes payable, convertible preferred stock, common stock warrants and stock options) as if they had been converted at the beginning of the periods presented, or the issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the respective periods. Basic and diluted loss per common share is the same for all periods presented because all common stock warrants and common stock options outstanding were anti-dilutive. At December 31, 2021, and 2020, we excluded the outstanding securities summarized below, which entitle the holders thereof to ultimately acquire shares of common stock, from our calculation of earnings per share, as their effect would have been anti-dilutive (in thousands). 2021 2020 Underwriter’s warrants 10 77 Warrants issued with rights offerings 7,681 7,682 Common stock options 182 196 Total 7,873 7,955 Operating Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. Our chief operating decision-maker reviews financial information presented on a consolidated basis. Accordingly, we consider ourselves to be in a single reporting segment, specifically the discovery, development and commercialization of visual prosthetics for profoundly blind individuals. We historically managed our Argus II and Orion programs on a consolidated basis within this single operating segment and do not assess the performance of our product lines or geographic regions on other measures of income or expense, such as program expense, operating income or net income. Our underlying technology consists of hardware components (implanted and wearable) and software. A vast majority of this underlying technology is shared between our Argus II and Orion branded systems. While we have ceased production and marketing the Argus II product indicated for individuals with retinitis pigmentosa, we are developing Orion as a next generation product with potential to treat a broader market of blind individuals, including the retinitis pigmentosa market. Restructuring Charge On March 31, 2020, due to the COVID-19 pandemic and related inability to secure additional funding, we laid off the majority of our employees and reduced our operating expenses significantly to allow for our continuing business operations. Due to our focus on Orion and wind down of selling and marketing activities related to Argus II, we recorded further impairment charges to our inventory of $0.5 million and $0.7 million to our fixed assets used primarily for Argus activities. We also incurred $1.0 million in severance payments and other costs associated with the wind down, all of which were substantially paid by December 31, 2020. Recently Adopted Accounting Standards We believe that any recently issued, but not yet effective, authoritative guidance, if currently adopted, would not have a material impact on our financial statement presentation or disclosures. |
Concentration of Risk
Concentration of Risk | 3 Months Ended |
Mar. 31, 2022 | |
Concentration of Risk. | |
Concentration of Risk | 3. Concentration of Risk Credit Risk Financial instruments that subject us to concentrations of credit risk consist primarily of cash and money market funds. We maintain cash and money market funds with financial institutions that we deem reputable. Foreign Operations The accompanying condensed consolidated financial statements as of March 31, 2022 and December 31, 2021 include gross assets amounting to $0.1 million and $0.1 million, respectively, relating to operations of our subsidiary based in Switzerland. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | 4. Fair Value Measurements The authoritative guidance with respect to fair value establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels, and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required. Level 1. Observable inputs such as quoted prices in active markets for an identical asset or liability that we have the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives. Level 2. Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange based derivatives, mutual funds, and fair-value hedges. Level 3. Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently-traded non-exchange-based derivatives and commingled investment funds, and are measured using present value pricing models. Cash equivalents, which includes money market funds, are the only financial instrument measured and recorded at fair value on our consolidated balance sheet, and they are valued using Level 1 inputs. Assets measured at fair value on a recurring basis are as follows (in thousands): Total Level 1 Level 2 Level 3 March 31, 2022 (unaudited): Money market funds $ 59,461 $ 59,461 $ — $ — December 31, 2021: Money market funds $ 69,487 $ 69,487 $ — $ — |
Selected Balance Sheet Detail_3
Selected Balance Sheet Detail | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Selected Balance Sheet Detail. | ||
Selected Balance Sheet Detail | 5. Selected Balance Sheet Detail Property and equipment Property and equipment consisted of the following (in thousands): March 31, December 31, 2022 2021 Laboratory equipment $ 584 $ 584 Computer hardware and software 100 82 684 666 Accumulated depreciation and amortization (565) (549) Property and equipment, net $ 119 $ 117 Contract Liabilities Contract liabilities which are included in accrued expenses consisted of the following (in thousands): Beginning balance as of December 31, 2021 $ 335 Consideration received in advance of revenue recognition — Revenue recognized — Ending balance as of March 31, 2022 $ 335 Product Warranties A summary of activity of our warranty liabilities, which are included in accrued expenses, for the period ended March 31, 2022 is presented below: Beginning balance as of December 31, 2021 $ 50 Additions — Settlements — Adjustments and other — Ending balance as of March 31, 2022 $ 50 Right-of-use assets and operating lease liabilities We lease certain office space and equipment for our use. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease costs are recognized in the income statement over the lease term on a straight-line basis. Depreciation is computed using the straight-line method over the estimated useful life of the respective assets. The depreciable life of assets and leasehold improvements are limited by the expected lease term. Our lease agreements do not contain any material residual value guarantees or restrictive covenants. As most of our leases do not provide an implicit rate, we used our estimated incremental borrowing rate of 10% based on the information available at commencement date in determining the present value of lease payments. On January 22, 2021, we entered into a lease agreement, effective February 1, 2021 , to sub-lease office space to replace our existing headquarters. We will pay $17,000 per month, increasing to $17,500 per month on February 1, 2022, plus operating expenses, to lease 17,290 square feet of office space at 13170 Telfair Avenue, Sylmar CA 91342. Additionally, we received full rent abatement for March 2021, and half rent abatement for March 2022. The sub-lease is for two years and two months. We nor any affiliates are related to, or otherwise have any other relationship with, the other parties, other than the lease. March 31, December 31, Assets Classification 2022 2021 Non-current assets Right-of-use assets $ 184 $ 228 Liabilities Current Current operating lease liabilities $ 199 $ 185 Long term Long term operating lease liabilities $ — $ 52 The components of lease expense for the three months ended March 31, 2022 and 2021 were as follows (unaudited): For the three For the three months ended months ended March 31, March 31, 2022 2021 Lease expense: Operating lease expense $ 49 $ 22 Short-term lease expense — — Total lease expense $ 49 $ 22 Cash paid for lease amounts included in the measurement of lease liabilities amounted to $43,000 and $17,000 , respectively, during the three months ended March 31, 2022 and 2021. | 4. Selected Balance Sheet Detail Property and equipment, net of accumulated depreciation and amortization Property and equipment consisted of the following at December 31, 2021 and 2020 (in thousands): 2021 2020 Laboratory equipment $ 584 $ 584 Computer hardware and software 82 69 666 653 Accumulated depreciation and amortization (549) (479) Property and equipment, net $ 117 $ 174 As a result of our decision to cease marketing of Argus II we recorded an impairment of $0.7 million in 2020 related to our fixed assets used primarily for Argus activities which is recorded in restructuring charges in the consolidated statements of operations. We sold a substantial number of our fixed assets for net proceeds of $0.4 million in July 2020. Debt On December 8, 2020, we borrowed $1 million from Gregg Williams, Chairman of the Board of Directors of the Company and $1.2 million from two unaffiliated shareholders. Each promissory note was unsecured and accrued interest at a rate of twelve percent (12%) per annum beginning on receipt of the loan amounts. We repaid the principal and accrued interest of $135,000 during the quarter ended June 30, 2021. Contract Liabilities Contract liabilities amounted to $335,000 at December 31, 2021 and 2020 and are included in accrued expenses on the balance sheet. |
Equity Securities_2
Equity Securities | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Equity Securities | 6. Equity Securities Potentially Dilutive Common Stock Equivalents As of March 31, 2022 and 2021, we excluded the potentially dilutive securities summarized below, which entitle the holders thereof to potentially acquire shares of common stock, from our calculations of net loss per share and weighted average common shares outstanding, as their effect would have been anti-dilutive (in thousands). March 31, 2022 2021 Common stock warrants issued to underwriter 10 10 Common stock warrants issued in rights offerings 7,681 7,682 Common stock options 180 182 7,871 7,874 | 8. Equity Securities On June 4, 2019, our shareholders approved an amendment to our articles of incorporation increasing our authorized no par value common shares from 200,000,000 to 300,000,000. The Board of Directors has the authority to establish the rights, preferences, privileges and restrictions granted to and imposed upon the holders of preferred stock and common stock. Common Stock Issuable For the twelve months ended December 31, 2020 our non-employee members of our Board were compensated $0.1 million and $0.1 million was accrued for future stock option grants at December 31, 2020. Stock option grants were suspended in 2021. |
Warrants_2
Warrants | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Warrants | ||
Warrants | 7. Warrants On February 22, 2019, we completed a registered rights offering to existing stockholders in which we sold approximately 5,976,000 units at $5.792 per unit, which was the adjusted closing price of our common stock on that date. Each Unit consisted of a share of our common stock and a warrant to purchase an additional share of our stock for $11.76 . The warrants have a five-year life and trade on Nasdaq under the symbol EYESW. On March 6, 2017, we completed a registered rights offering to existing stockholders in which we sold approximately 1,706,000 units at $11.76 per unit, which was the adjusted closing price of our common stock on that date. Each unit consisted of a share of our comm 11.76 on stock and a warrant to purchase an additional share of our stock for $11.76 . The warrants had a five-year life but were extended to expire in February, 2024 to coincide with the February 22, 2019 warrants. As a component of the funding underwriting fee of our May 5, 2020 public underwriting offer, we granted 375,000 warrants at an exercise price of $1.25 which expire on May 5, 2025 . At March 31, 2022, 10,125 of the warrants are still outstanding. A summary of warrants activity for the three months ended March 31, 2022 is presented below (in thousands, except per share and contractual life data). Weighted Weighted Average Average Exercise Remaining Number of Price Contractual Shares Per Share Life (in Years) Warrants outstanding as of December 31, 2021 7,691 $ 11.75 2.21 Issued — Exercised — Forfeited or expired — Warrants outstanding as of March 31, 2022 7,691 $ 11.75 1.96 Warrants exercisable as of March 31, 2022 7,691 $ 11.75 1.96 The warrants outstanding as of March 31, 2022 had $2,000 in intrinsic value. | 6. Warrants Underwriter’s Warrant Issued in Public Offering As a component of the funding underwriting fee of our May 5, 2020 public underwriting offer, we issued 375,000 warrants at an exercise price of $1.25 which expire on May 5, 2025. At December 31, 2021, 10,125 of the warrants are still outstanding. Warrants of 67,125 and 297,750 were exercised on a cash-less basis in 2021 and 2020 respectively, resulting in the issuance of 44,482 and 95,434 shares, respectively, of common stock. Warrants Issued in Rights Offerings On February 22, 2019, we completed a registered rights offering to existing stockholders in which we sold approximately 5,976,000 units at $5.792 per unit, which was the adjusted closing price of our common stock on that date. Each Unit consisted of a share of our common stock and a warrant to purchase an additional share On March 6, 2017, we completed a registered rights offering to existing stockholders in which we sold approximately 1,706,000 units at $11.76 per unit, which was the adjusted closing price of our common stock on that date. Each unit consisted of a share of our comm11.76 on stock and a warrant to purchase an additional share of our stock for $11.76. The warrants had a five-year life but were extended to expire in February, 2024 to coincide with the February 22, 2019 warrants. A summary of warrant activity for the years ended December 31, 2021 and 2020 is presented below (in thousands, except per share and contractual life data): Weighted Average Remaining Weighted Average Contractual Life Number of Shares Exercise Price (in Years) Warrants outstanding at December 31, 2019 7,682 11.76 Granted 375 1.25 Exercised (298) 1.25 Forfeited or expired — — Warrants outstanding at December 31, 2020 7,759 11.66 Granted — — Exercised (68) 1.25 Forfeited or expired — — Warrants outstanding at December 31, 2021 7,691 11.75 2.21 Warrants exercisable at December 31, 2021 7,691 11.75 2.21 Warrants exercisable at December 31, 2021 had $4,000 in intrinsic value. |
Stock-Based Compensation_2
Stock-Based Compensation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Stock-Based Compensation | 8. Stock-Based Compensation A summary of stock option activity under our 2011 Equity Incentive Plan (“2011 Plan”) for the three months ended March 31, 2022 is presented below (in thousands, except per share and contractual life data). Weighted Weighted Average Average Exercise Remaining Number of Price Contractual Shares Per Share Life (in Years) Options outstanding as of December 31, 2021 182 $ 15.68 6.59 Granted — $ — Exercised — $ — Forfeited or expired (2) $ 40.00 Options outstanding as of March 31, 2022 180 $ 15.47 6.40 Options exercisable as of March 31, 2022 151 $ 17.76 6.11 The estimated aggregate intrinsic value of stock options exercisable as of March 31, 2022 was $5,000 . As of March 31, 2022, there was $0.1 million of total unrecognized compensation cost related to outstanding stock options that will be recognized over a weighted average period of 0.86 years. We adopted an employee stock purchase plan in June 2015 for all eligible employees. At March 31, 2022 the available number of shares that may be issued under the plan is 77,031 . Stock-based compensation expense recognized for stock-based awards in the condensed consolidated statements of operations for the three months ended March 31, 2022 and 2021 was as follows (in thousands): Three Months Ended March 31, 2022 2021 Research and development 5 5 Clinical and regulatory 3 9 General and administrative 5 5 Total $ 13 $ 19 | 9. Stock-Based Compensation Stock Options Under the 2003 Plan, as restated in June 2011, we were authorized to issue options covering up to 437,500 shares of common stock. Effective June 1, 2011, we adopted the 2011 Equity Incentive Plan (the “2011 Plan”). The maximum number of shares with respect to which options could be granted under the 2011 Plan was 937,500 shares, which is offset and reduced by options previously granted under the 2003 Plan. The option price is determined by the Board of Directors but cannot be less than the fair value of the shares at the grant date. Generally, the options vest ratably over either four or five years and expire ten years from the grant date. Both plans provide for accelerated vesting if there is a change of control, as defined in the plans. The 2011 Plan was further amended in 2015, 2016, 2017 and 2018 bringing the number of shares issuable under the Plan to 1,500,000. No option were granted under the 2011 Plan in 2021 and the plan expired at May 31, 2021. We recognized stock-based compensation cost of $0.1 million and $0.4 million during 2021 and 2020, respectively. The calculated value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions: 2020 Risk-free interest rate 0.31% – 1.50% Expected dividend yield 0% Expected volatility 78.0% to 96.0% Expected term 6.02 years Weighted-average grant date calculated fair value $ 3.72 A summary of stock option activity for the years ended December 31, 2021 and 2020 is presented below (in thousands, except per share and contractual life data): Weighted Weighted Average Number Average Remaining of Exercise Contractual Shares Price Life (in Years) Options outstanding at December 31, 2019 984 $ 21.75 Granted 228 5.49 Exercised — — Forfeited or expired (1,016) 19.34 Options outstanding at December 31, 2020 196 15.48 Granted — — Exercised — — Forfeited or expired (14) 12.95 Options outstanding, vested and expected to vest at December 31, 2021 182 $ 15.68 6.59 Options exercisable at December 31, 2021 148 $ 18.38 6.25 The exercise prices of common stock options outstanding and exercisable are as follows at December 31, 2021 (in thousands): Options Options Outstanding Exercisable Exercise Price (Shares) (Shares) $0.90 to 0.91 22 8 $5.67 to 6.64 85 64 $13.84 to 16.40 52 52 $32.80 to 40.00 10 10 $72.08 to 104.72 13 14 182 148 Stock options exercisable at December 31, 2021 had minimal intrinsic value. As of December 31, 2021, there was $0.1 million of total unrecognized compensation cost related to the outstanding stock options that will be recognized over a weighted average period of 2.03 years. Employee Stock Purchase Plan We adopted an employee stock purchase plan in June 2015 for all eligible employees. Under the plan, shares of our common stock may be purchased at six-month intervals at 85% of the lower of the closing price of the common stock (i) on the first trading day of the offering period or (ii) on the last trading day of the purchase period. An employee may purchase in any one calendar year shares of common stock having an aggregate fair market value of up to $25,000 determined as of the first trading day of the offering period. Additionally, a participating employee may not purchase more than 12,500 shares of common stock in any one offering period. At December 31, 2020, 241,719 shares were issued under the stock purchase plan. Although we originally registered shares for sale to employees under our 2015 Employee Stock Purchase Plan, as amended, we discovered that we had inadvertently exceeded the number of shares registered. We offered to rescind the sale of up to 45,468 shares of our common stock to persons who purchased those shares under the ESPP and to reimburse any losses upon the sale of up to an additional 2,470 shares of our common stock from persons who purchased shares from our ESPP but have resold such shares, in each case, because these shares may not have been exempt from registration under the Securities Act of 1933. It may also be possible that by not disclosing that the shares were unregistered, we may face contingent liability for noncompliance with applicable federal and state securities laws. The rescission of these share purchases resulted in the repurchase and cancelation of 39,467 shares of our common stock. The total cost for the repurchase of these shares and the reimbursement of any losses from the sale of such shares totaled approximately $270,000. The ESPP plan was suspended in 2020 and no shares were issued in 2021. We may continue to have potential liability even after this rescission offer is made due to our issuances of securities in possible violation of the federal and state securities laws. The Securities Act does not expressly provide that a rescission offer will terminate a purchaser’s right to rescind a sale of stock that was not registered or exempt from the registration requirements of the Securities Act. Should any offerees reject the rescission offer, we may continue to be potentially liable under the Securities Act for the purchase price or for certain losses if the shares have been sold. Restricted Stock Units The following table presented below summarizes Restricted Stock Unit (RSU) activity for the year ended December 31, 2020 (in thousands, except per share data): Weighted Average Grant Date Number Fair Value of Awards Per Share Outstanding as of December 31, 2019 61 $ 5.92 Awarded — Vested (15) 5.92 Forfeited/canceled (46) 5.92 Outstanding as of December 31, 2020 — There was no activity in the year ended December 31, 2021. As of December 31, 2021, there was no unrecognized compensation cost related to RSUs as they have all been canceled. The total stock-based compensation recognized for stock-based awards granted in the consolidated statements of operations for the years ended December 31, 2021 and 2020 is as follows (in thousands): 2021 2020 Research and development $ 22 $ 127 Clinical and regulatory 35 51 Selling and marketing — 41 General and administrative 18 202 Total $ 75 $ 421 |
Risk and Uncertainties
Risk and Uncertainties | 3 Months Ended |
Mar. 31, 2022 | |
Risk And Uncertainties | |
Risk and Uncertainties | 9. Risk and Uncertainties COVID-19 has directly and indirectly adversely affected Second Sight and will likely continue to do so for an uncertain period of time. We are asking our employees to adhere to local and state guidelines regarding the COVID-19 pandemic and use their best judgement to work remotely or work in the office. While many of our employees are accustomed to working remotely, much of our workforce has not historically been remote. Although we continue to monitor the situation and may adjust our current policies as more information and public health guidance becomes available, restricting the ability to do business in person may create operational or other challenges, any of which could harm our business, financial condition and results of operations. In addition, our clinical trials have been affected by the COVID-19 outbreak. Patient visits in ongoing clinical trials were paused, for example, due to prioritization of hospital resources toward the COVID-19 outbreak, travel restrictions imposed by governments, and the inability to access sites for initiation and monitoring. Also, some of our suppliers of certain materials used in the development of our product candidates are located in areas impacted by COVID-19 which could limit our ability to obtain sufficient materials for our product candidates. COVID-19 has and will continue to adversely affect global economies and financial markets and may result in an economic downturn that could affect demand for our product candidates, if approved, and impact our operating results. Even after the COVID-19 pandemic has subsided, we may continue to experience an adverse impact to our business as a result of the continued global economic impact of the pandemic. We cannot anticipate all of the ways in which health epidemics such as COVID-19 could adversely impact our business. Although we are continuing to monitor and assess the effects of the COVID-19 pandemic on our business, the ultimate impact of the COVID-19 pandemic or a similar health epidemic is highly uncertain and subject to change. |
Litigation, Claims and Assessme
Litigation, Claims and Assessments | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation, Claims and Assessments | 10. Litigation, Claims and Assessments Three oppositions filed by Pixium Vision SA (“Pixium”) are pending in the European Patent Office, each challenging the validity of a European patent owned by us. The outcomes of the challenges are not certain, however, if successful, they may affect our ability to block competitors from utilizing our patented technology. We believe a successful challenge will not have a material effect on our ability to manufacture and sell our products, or otherwise have a material effect on our operations. As described in the Company’s 10-K for the year ended December 31, 2020, the Company had entered into a Memorandum of Understanding (“MOU”) for a proposed business combination with Pixium. In response to a press release by Pixium dated March 24, 2021, and subsequent communications between us and Pixium, our Board of Directors determined that the business combination with Pixium was not in the best interest of our shareholders. On April 1, 2021, we gave notice to Pixium that we were terminating the MOU between the parties and seeking an amicable resolution of termination amounts that may be due, however no assurance can be given that an amicable resolution will be reached. We accrued $1,000,000 of liquidated damages as contemplated by the MOU in accounts payable as of March 31, 2021 and remitted that amount to Pixium in April 2021. Pixium indicated that it considered this termination wrongful, rejected the Company’s offers, but retained the $1,000,000 payment. On May 19, 2021, Pixium filed suit in the Paris Commercial Court, and currently claim damages of approximately €5.1 million or about $5.6 million. We believe we have fulfilled our obligations to Pixium with the liquidated damages payment of $1,000,000 and thus the Company does not believe any further loss accrual is necessary . In November 2020, we and Pixium retained Oppenheimer & Co. Inc. as placement agent for a proposed private placement of securities in connection with the Business Combination. On April 1, 2021, we received an invoice from Oppenheimer for more than $1.86 million. This amount includes a requested commission of 6.5% on $27.9 million raised in the private placement. We believe that claims for payment presented by this invoice are without merit. On or about July 19, 2021, Martin Sumichrast filed a complaint with the Superior Court of the State of California, County of Los Angeles-Central District, claiming that he is entitled to compensation for services, as well as exemplary and other damages in an amount to be determined at trial but not less than $2 million, which arise from his allegedly arranging and securing financing that the Company obtained in May 2020 via a registered underwritten public offering of common stock. The complaint was dismissed by the court on January 18, 2022. Mr. Sumichrast appealed the dismissal, however the appeal was subsequently abandoned on March 1, 2022. We are party to litigation arising in the ordinary course of business. It is our opinion that the outcome of such matters will not have a material effect on our results of operations, however, the results of litigation and claims are inherently unpredictable. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors |
Basis of Presentation, Signif_2
Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting. | ||
Basis of Presentation | Basis of Presentation These unaudited interim financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and following the requirements of the United States Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP can be condensed or omitted. In our opinion, the unaudited interim financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of our financial position and our results of operations and cash flows for periods presented. These statements do not include all disclosures required by GAAP and should be read in conjunction with our financial statements and accompanying notes for the fiscal year ended December 31, 2021, contained in our Annual Report on Form 10-K filed with the SEC on March 29, 2022. The results of the interim periods are not necessarily indicative of the results expected for the full fiscal year or any other interim period or any future year or period. | |
Significant Accounting Policies | Significant Accounting Policies On March 31, 2020, due to the COVID-19 pandemic and related inability to secure additional funding, we laid off the majority of our employees and reduced our operating expenses significantly to allow for our continuing business operations. We continue to advance the development of our Orion technology and are exploring various strategic options for this technology. Our significant accounting policies are set forth in Note 2 of the financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021. | Operating Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. Our chief operating decision-maker reviews financial information presented on a consolidated basis. Accordingly, we consider ourselves to be in a single reporting segment, specifically the discovery, development and commercialization of visual prosthetics for profoundly blind individuals. We historically managed our Argus II and Orion programs on a consolidated basis within this single operating segment and do not assess the performance of our product lines or geographic regions on other measures of income or expense, such as program expense, operating income or net income. Our underlying technology consists of hardware components (implanted and wearable) and software. A vast majority of this underlying technology is shared between our Argus II and Orion branded systems. While we have ceased production and marketing the Argus II product indicated for individuals with retinitis pigmentosa, we are developing Orion as a next generation product with potential to treat a broader market of blind individuals, including the retinitis pigmentosa market. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements We do not believe that any recently issued, but not yet effective, accounting standards, if adopted, will have a material effect on the financial statements. | Recently Adopted Accounting Standards We believe that any recently issued, but not yet effective, authoritative guidance, if currently adopted, would not have a material impact on our financial statement presentation or disclosures. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Measurements | |
Assets measured at fair value on a recurring basis are as follows (in thousands): | Assets measured at fair value on a recurring basis are as follows (in thousands): Total Level 1 Level 2 Level 3 March 31, 2022 (unaudited): Money market funds $ 59,461 $ 59,461 $ — $ — December 31, 2021: Money market funds $ 69,487 $ 69,487 $ — $ — |
Selected Balance Sheet Detail_4
Selected Balance Sheet Detail (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Selected Balance Sheet Detail. | ||
Schedule of Property and Equipment | Property and equipment consisted of the following (in thousands): March 31, December 31, 2022 2021 Laboratory equipment $ 584 $ 584 Computer hardware and software 100 82 684 666 Accumulated depreciation and amortization (565) (549) Property and equipment, net $ 119 $ 117 | Property and equipment consisted of the following at December 31, 2021 and 2020 (in thousands): 2021 2020 Laboratory equipment $ 584 $ 584 Computer hardware and software 82 69 666 653 Accumulated depreciation and amortization (549) (479) Property and equipment, net $ 117 $ 174 |
Contract liabilities which are included in accrued expenses consisted of the following (in thousands): | Contract liabilities which are included in accrued expenses consisted of the following (in thousands): Beginning balance as of December 31, 2021 $ 335 Consideration received in advance of revenue recognition — Revenue recognized — Ending balance as of March 31, 2022 $ 335 | |
A summary of activity of our warranty liabilities, which are included in accrued expenses, for the period ended March 31, 2022 is presented below | A summary of activity of our warranty liabilities, which are included in accrued expenses, for the period ended March 31, 2022 is presented below: Beginning balance as of December 31, 2021 $ 50 Additions — Settlements — Adjustments and other — Ending balance as of March 31, 2022 $ 50 | A summary of activity of our warranty liabilities, which are included in accrued expenses in the accompanying consolidated balance sheets, for the years ended December 31, 2021 and 2020 is presented below (in thousands): 2021 2020 Balance, beginning of year $ 200 $ 1,575 Additions — — Settlements — (875) Adjustments and other (150) (500) Total $ 50 $ 200 |
Schedule of right of use assets and operating lease liabilties | March 31, December 31, Assets Classification 2022 2021 Non-current assets Right-of-use assets $ 184 $ 228 Liabilities Current Current operating lease liabilities $ 199 $ 185 Long term Long term operating lease liabilities $ — $ 52 | |
The components of lease expense for the three months ended March 31, 2022 and 2021 were as follows (unaudited): | The components of lease expense for the three months ended March 31, 2022 and 2021 were as follows (unaudited): For the three For the three months ended months ended March 31, March 31, 2022 2021 Lease expense: Operating lease expense $ 49 $ 22 Short-term lease expense — — Total lease expense $ 49 $ 22 | The Company evaluated the lease amendment under the provisions of ASC 842. Information related to the Company’s right-of-use assets and related lease liabilities are as followings (in thousands, except for remaining lease term and discount rate): Year ending December 31: 2022 $ 201 2023 52 Total lease payments 253 Less imputed interest (16) Total lease liabilities $ 237 Other supplemental information: Current operating lease liabilities $ 185 Long term operating lease liabilities 52 Total lease liabilities $ 237 Discount rate 10 % For the year ended For the year ended December 31, December 31, 2021 2020 Cash paid for operating lease liabilities 170 303 |
Equity Securities (Tables)
Equity Securities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | March 31, 2022 2021 Common stock warrants issued to underwriter 10 10 Common stock warrants issued in rights offerings 7,681 7,682 Common stock options 180 182 7,871 7,874 |
Warrants (Tables)_2
Warrants (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Warrants | ||
Summary of Warrant Activity | Weighted Weighted Average Average Exercise Remaining Number of Price Contractual Shares Per Share Life (in Years) Warrants outstanding as of December 31, 2021 7,691 $ 11.75 2.21 Issued — Exercised — Forfeited or expired — Warrants outstanding as of March 31, 2022 7,691 $ 11.75 1.96 Warrants exercisable as of March 31, 2022 7,691 $ 11.75 1.96 | A summary of warrant activity for the years ended December 31, 2021 and 2020 is presented below (in thousands, except per share and contractual life data): Weighted Average Remaining Weighted Average Contractual Life Number of Shares Exercise Price (in Years) Warrants outstanding at December 31, 2019 7,682 11.76 Granted 375 1.25 Exercised (298) 1.25 Forfeited or expired — — Warrants outstanding at December 31, 2020 7,759 11.66 Granted — — Exercised (68) 1.25 Forfeited or expired — — Warrants outstanding at December 31, 2021 7,691 11.75 2.21 Warrants exercisable at December 31, 2021 7,691 11.75 2.21 Warrants exercisable at December 31, 2021 had $4,000 in intrinsic value. |
Stock-Based Compensation (Tab_2
Stock-Based Compensation (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Summary of Stock Option Activity | Weighted Weighted Average Average Exercise Remaining Number of Price Contractual Shares Per Share Life (in Years) Options outstanding as of December 31, 2021 182 $ 15.68 6.59 Granted — $ — Exercised — $ — Forfeited or expired (2) $ 40.00 Options outstanding as of March 31, 2022 180 $ 15.47 6.40 Options exercisable as of March 31, 2022 151 $ 17.76 6.11 | A summary of stock option activity for the years ended December 31, 2021 and 2020 is presented below (in thousands, except per share and contractual life data): Weighted Weighted Average Number Average Remaining of Exercise Contractual Shares Price Life (in Years) Options outstanding at December 31, 2019 984 $ 21.75 Granted 228 5.49 Exercised — — Forfeited or expired (1,016) 19.34 Options outstanding at December 31, 2020 196 15.48 Granted — — Exercised — — Forfeited or expired (14) 12.95 Options outstanding, vested and expected to vest at December 31, 2021 182 $ 15.68 6.59 Options exercisable at December 31, 2021 148 $ 18.38 6.25 |
Stock-based Compensation Expense | Three Months Ended March 31, 2022 2021 Research and development 5 5 Clinical and regulatory 3 9 General and administrative 5 5 Total $ 13 $ 19 | The total stock-based compensation recognized for stock-based awards granted in the consolidated statements of operations for the years ended December 31, 2021 and 2020 is as follows (in thousands): 2021 2020 Research and development $ 22 $ 127 Clinical and regulatory 35 51 Selling and marketing — 41 General and administrative 18 202 Total $ 75 $ 421 |
Organization and Business Ope_4
Organization and Business Operations (Details) $ / shares in Units, $ in Millions | Feb. 04, 2022USD ($) | Jun. 25, 2021USD ($)$ / sharesshares | May 12, 2021USD ($) | Apr. 06, 2021USD ($) | Mar. 23, 2021USD ($)$ / sharesshares | May 05, 2020USD ($)$ / sharesshares | Sep. 17, 2019USD ($) | Mar. 31, 2022 | Mar. 31, 2022USD ($)itemshares | Dec. 31, 2021 | Dec. 08, 2020USD ($) | Dec. 31, 2007 |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||
Period of experience | 20 years | |||||||||||
Number of adverse events | item | 14 | |||||||||||
Estimated blind people world wide | 36 | |||||||||||
Number of people legally blind | 5.8 | |||||||||||
Estimated number of individuals legally blind in us | item | 500,000 | |||||||||||
Grant | ||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||
Grant received funding | $ 0.2 | |||||||||||
NationalInstitutesOfHealth | Grant | ||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||
Grant received funding | $ 1.4 | $ 1.4 | $ 2.4 | 6.4 | ||||||||
net sales | $ 1.6 | |||||||||||
Unsecured Promissory Note Payable on 31st December 2021 | ||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||
Interest rate on unsecured Promissory Note | 12.00% | |||||||||||
Chairman of Board of Directors | ||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||
Other borrowings | $ 1 | |||||||||||
Unaffiliated Shareholders | ||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||
Other borrowings | $ 1.2 | |||||||||||
NPM | SAFE Agreement | ||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||
Investment advance | $ 8 | |||||||||||
Minimum percentage of shares issuance | 2.133% | |||||||||||
Common Stock | ||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||
Number of shares issued upon right offering | shares | 11,500,000 | 4,650,000 | 7,500,000 | 134,349,464 | ||||||||
Share price (in dollars per share) | $ / shares | $ 5 | $ 6 | $ 1 | |||||||||
Proceeds from issuance or sale of equity, total | $ 53.3 | $ 24.5 | $ 6.7 | |||||||||
Minimum | ||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||
Estimated potential US addressable individuals with bi-lateral blindness | item | 50,000 | |||||||||||
Maximum | ||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||
Estimated potential US addressable individuals with bi-lateral blindness | item | 100,000 | |||||||||||
Second Sight Switzerland Sarl | ||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||
Ownership percentage | 77.32% | 77.32% | 100.00% | 99.50% | ||||||||
Minimum number of corporate shareholders | item | 2 | |||||||||||
Percentage of direct ownership | 99.50% | |||||||||||
Percentage of indirect ownership | 0.50% | |||||||||||
Percentage of total ownership | 77.32% | 77.32% | 100.00% | 99.50% | ||||||||
MinorityInterestOwnershipsPercentageByParent | 100.00% | 100.00% | ||||||||||
Second Sight Switzerland Sarl | Executive Officer | ||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 0.50% |
Summary of Significant Accoun_7
Summary of Significant Accounting - Schedule of Estimated Useful Lives of Principal Classes of Assets (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Computer Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Computer Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Leasehold Improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 2 years |
Leasehold Improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Furniture and Fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Furniture and Fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
Summary of Significant Accoun_8
Summary of Significant Accounting - Schedule of Net Loss Per Share (Details) - shares shares in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Calculation of earnings per share common stock anti-dilutive securities | 7,871 | 7,874 | 7,873 | 7,955 |
Underwriter Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Calculation of earnings per share common stock anti-dilutive securities | 10 | 77 | ||
Warrants Issued With2017 Rights Offering | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Calculation of earnings per share common stock anti-dilutive securities | 7,681 | 7,682 | ||
Common Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Calculation of earnings per share common stock anti-dilutive securities | 180 | 182 | 182 | 196 |
Summary of Significant Accoun_9
Summary of Significant Accounting (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jul. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||||
Asset impairment charges | $ 700,000 | ||||
Net proceeds on sale of Property Plant Equipment | $ 400,000 | ||||
Depreciation and amortization of property and equipment | 100,000 | $ 200,000 | |||
Research and development costs | 2,400,000 | 4,800,000 | |||
Patent costs | 400,000 | 200,000 | |||
grants offset against operating expenses | 1,400,000 | 1,300,000 | |||
FDIC insured amount | 250,000 | ||||
SPIC insured amount | 500,000 | ||||
SPIC cash limit coverage | 250,000 | ||||
Assets | 70,879,000 | 4,460,000 | $ 68,538,000 | ||
Net operating losses carryforward | $ 124,300,000 | 76,800,000 | |||
Net operating loss carryforwards limitations | We have analyzed the available information to determine the amount of the annual limitation. Based on information available us, the 2017 limitation is estimated to range between be $1.4 million and $3.7 million annually. In total, we estimate that the 2017 ownership change will result in approximately $120 million and $56 million of federal and state net operating loss carryforwards expiring unused. | ||||
Manufacture warranty period | 3 years | ||||
Decrease in Warranty expenses | $ 100,000 | 500,000 | |||
Decrease in Warranty expenses | 100,000 | 500,000 | |||
Severance payments | 1,000,000 | ||||
Argus I I Product | |||||
Property, Plant and Equipment [Line Items] | |||||
Asset impairment charges | 700,000 | ||||
Decrease in Warranty expenses | 500,000 | ||||
Other assets impairment charge | 700,000 | ||||
State and Local Jurisdiction | |||||
Property, Plant and Equipment [Line Items] | |||||
Net operating losses carryforward | 76,800,000 | ||||
State and Local Jurisdiction | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Operating loss carryforwards expiration year | 2033 | ||||
State and Local Jurisdiction | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Operating loss carryforwards expiration year | 2041 | ||||
Domestic Tax Authority | |||||
Property, Plant and Equipment [Line Items] | |||||
Net operating losses carryforward | 124,300,000 | ||||
Domestic Tax Authority | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Operating loss carryforwards expiration year | 2035 | ||||
Domestic Tax Authority | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Operating loss carryforwards expiration year | 2037 | ||||
Country | |||||
Property, Plant and Equipment [Line Items] | |||||
Assets | $ 30,000 | $ 18,000 |
Concentration of Risk (Details)
Concentration of Risk (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | $ 68,538 | $ 70,879 | $ 4,460 |
EyesSecondSightSwitzerlandSarl | |||
Assets | $ 100 | $ 100 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets measured at fair value on a recurring basis are as follows in thousands (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Money market funds | $ 59,461 | $ 69,487 | |
Money Market Funds [Member] | Fair Value, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Money market funds | 69,487 | $ 3,122 | |
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Money market funds | 59,461 | 69,487 | $ 3,122 |
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Money market funds | |||
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Money market funds |
Selected Balance Sheet Detail_5
Selected Balance Sheet Detail - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 684 | $ 666 | $ 653 |
Accumulated depreciation and amortization | (565) | (549) | (479) |
Property and equipment, net | 119 | 117 | 174 |
Laboratory Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 584 | 584 | 584 |
Computer Hardware and Software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 100 | $ 82 | $ 69 |
Selected Balance Sheet Detail_6
Selected Balance Sheet Detail - Contract liabilities which are included in accrued expenses consisted of the following in thousands (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Contract liabilities beginning | $ 335 |
Consideration received in advance of revenue recognition | |
Revenue recognized | |
Contract liabilities ending | $ 335 |
Selected Balance Sheet Detail_7
Selected Balance Sheet Detail - A summary of activity of our warranty liabilities, which are included in accrued expenses, for the period ended March 31, 2022 is presented below (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Beginning balance | $ 50 | $ 1,575 |
Additions | ||
Settlements | (875) | |
Adjustments and other | ||
Ending balance | $ 50 | $ 200 |
Selected Balance Sheet Detail_8
Selected Balance Sheet Detail - Schedule of right of use assets and operating lease liabilties (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Non current assets | $ 184 | $ 228 |
Current liabilities | $ 199 | 185 |
Long term liabilities | $ 52 |
Selected Balance Sheet Detail_9
Selected Balance Sheet Detail - The components of lease expense for the three months ended March 31, 2022 and 2021 were as follows unaudited (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Operating lease expense | $ 49 | $ 22 | |
Short-term lease expense | |||
Total lease expense | $ 49 | $ 22 | $ 237 |
Selected Balance Sheet Detai_10
Selected Balance Sheet Detail - Additional Information (Details Narrative) - USD ($) | Jan. 22, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Lessee, Lease, Description [Line Items] | ||||
Estimated incremental borrowing rate | 10.00% | |||
Termination date of the lease | Jun. 18, 2020 | |||
Non-cash lease expense | $ 6,000 | $ 16,000 | ||
Lease amount | $ 43,000 | $ 17,000 | ||
Lessor member | ||||
Lessee, Lease, Description [Line Items] | ||||
Termination date of the lease | Feb. 1, 2021 | |||
Non-cash lease expense | $ 17,000 | $ 210,730 | ||
Early lease termination fee | $ 17,500 |
Equity Securities (Details Na_2
Equity Securities (Details Narrative) - shares shares in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities (in shares) | 7,871 | 7,874 | 7,873 | 7,955 |
Warrants Issued To Underwriter In Connection With May 2020 Offering [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities (in shares) | 10 | 10 | ||
Warrants Issued In Connection With March 2017 Rights Offering [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities (in shares) | 7,681 | 7,682 | ||
Common Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities (in shares) | 180 | 182 | 182 | 196 |
Warrants - Summary of Warrant_2
Warrants - Summary of Warrant Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | |||
Outstanding at beginning | 10,125 | ||
Exercised | 67,125 | 297,750 | |
Outstanding at End | 10,125 | 10,125 | |
Outstanding at ending | 1 year 11 months 15 days | ||
Outstanding at End | 1 year 11 months 15 days | ||
Warrant | |||
Class of Warrant or Right [Line Items] | |||
Outstanding at beginning | 7,691 | 7,759 | 7,682 |
Outstanding at beginning | $ 11.75 | $ 11.66 | $ 11.76 |
Outstanding at End | 2 years 2 months 16 days | ||
Issued | 0 | ||
Exercised | 0 | (68) | (298) |
Forfeited or expired | 0 | 0 | |
Outstanding at End | 7,691 | 7,691 | 7,759 |
Outstanding at End | $ 11.75 | $ 11.75 | $ 11.66 |
Outstanding at ending | 2 years 2 months 15 days | ||
Exercisable at ending | $ 11.75 | ||
Exercisable at ending | 7,691 | ||
Exercisable at ending | $ 11.75 | ||
Outstanding at End | 2 years 2 months 15 days |
Warrants (Details)_2
Warrants (Details) - USD ($) | May 05, 2020 | May 05, 2020 | Feb. 22, 2019 | Mar. 06, 2017 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Class of warrant or right issued during period | 375,000 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.25 | $ 1.25 | ||||||
Warrants expiration date | May 5, 2025 | May 5, 2025 | ||||||
Number of warrant outstanding | 375,000 | 375,000 | 10,125 | 10,125 | ||||
Intrinsic value | $ 2,000,000 | |||||||
Warrants exercisable, intrinsic value | $ 5,000 | |||||||
Warrants exercised | 67,125 | 297,750 | ||||||
Issuance of common stock shares | 44,482 | 95,434 | ||||||
Warrant | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 11.75 | $ 11.75 | $ 11.66 | $ 11.76 | ||||
Number of warrant outstanding | 7,691 | 7,691 | 7,759 | 7,682 | ||||
Warrants exercisable, intrinsic value | $ 4,000 | |||||||
Warrants exercised | 0 | (68) | (298) | |||||
Right Offering [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of shares issued upon right offering | 5,976,000 | 1,706,000 | ||||||
Share price (in dollars per share) | $ 5.792 | $ 11.76 | ||||||
Term of warrants | 5 years | 5 years | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 11.76 | |||||||
Share Price | $ 11.76 | $ 11.76 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Stock Option Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options outstanding, number of shares (in shares) | 182 | ||
Options outstanding, weighted average exercise price (in dollars per share) | $ 15.68 | ||
Granted | 0 | ||
Granted, weighted average exercise price (in dollars per share) | $ 0 | ||
Exercised, number of shares | 0 | 15 | |
Exercised, weighted average exercise price per share | $ 0 | ||
Forfeited or expired, number of shares (in shares) | (2) | ||
Options vested and exected, number of shares (in shares) | 180 | 182 | |
Options vested and expected, weighted average exercise price (in dollars per share) | $ 15.68 | ||
Options exercisable, number of shares (in shares) | 151 | 148 | |
Options exercisable, weighted average exercise price (in dollars per share) | $ 17.76 | ||
Options exercisable, weighted average remaining contractual life (Year) | 6 years 1 month 9 days | ||
The2011 Equity Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Forfeited or expired, weighted average exercise price (in dollars per share) | $ 40 | ||
Options vested and expected, weighted average exercise price (in dollars per share) | $ 15.47 | ||
Options vested and expected, weighted average remaining contractual life (Year) | 6 years 4 months 24 days | 6 years 7 months 2 days | |
Share-based Payment Arrangement, Option [Member] | The2011 Equity Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options outstanding, number of shares (in shares) | 182,000 | 196,000 | 984,000 |
Options outstanding, weighted average exercise price (in dollars per share) | $ 15.68 | $ 15.48 | $ 21.75 |
Granted | 228,000 | ||
Granted, weighted average exercise price (in dollars per share) | $ 5.49 | ||
Forfeited or expired, number of shares (in shares) | (14,000) | (1,016,000) | |
Forfeited or expired, weighted average exercise price (in dollars per share) | $ 12.95 | $ 19.34 | |
Options vested and exected, number of shares (in shares) | 182,000 | 196,000 | |
Options vested and expected, weighted average exercise price (in dollars per share) | $ 15.68 | $ 15.48 | |
Options vested and expected, weighted average remaining contractual life (Year) | 6 years 7 months 2 days | ||
Options exercisable, number of shares (in shares) | 148,000 | ||
Options exercisable, weighted average exercise price (in dollars per share) | $ 18.38 | ||
Options exercisable, weighted average remaining contractual life (Year) | 6 years 3 months |
Stock-based Compensation Expe_2
Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Allocated share-based compensation expense | $ 13 | $ 19 | $ 75 | $ 421 |
Research and Development Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Allocated share-based compensation expense | 5 | 5 | 22 | 127 |
Clinical and Regulatory [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Allocated share-based compensation expense | 3 | 9 | 35 | 51 |
Selling and Marketing [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Allocated share-based compensation expense | 41 | |||
General and Administrative Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Allocated share-based compensation expense | $ 5 | $ 5 | $ 18 | $ 202 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Intrinsic value of stock options exercisable | $ 5,000 | ||
Unrecognized compensation cost | $ 100,000 | $ 100,000 | $ 400,000 |
Weighted average period | 10 months 10 days | ||
Number of shares that may be issued | 77,031 | ||
The2011 Equity Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost | $ 100,000 | ||
Weighted average period | 2 years 10 days | ||
Number of shares that may be issued | 437,500 |
Litigation, Claims and Assess_2
Litigation, Claims and Assessments (Details Narrative) - USD ($) | Jul. 19, 2021 | May 19, 2021 | Apr. 01, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 |
Liquidated damage | $ 1,000,000 | |||||
Description of contract termination and claims | Pixium filed suit in the Paris Commercial Court, and currently claim damages of approximately €5.1 million or about $5.6 million. We believe we have fulfilled our obligations to Pixium with the liquidated damages payment of $1,000,000 and thus the Company does not believe any further loss accrual is necessary | Pixium indicated that it considered this termination wrongful, rejected the Company’s offers, but retained the $1,000,000 payment. On May 19, 2021, Pixium filed suit in the Paris Commercial Court, and currently claim damages of approximately €5.1 million or about $5.6 million. We believe we have fulfilled our obligations to Pixium with the liquidated damages payment of $1,000,000 and thus the Company does not believe any further loss accrual is necessary. | ||||
Loss contingency, damages paid, value | $ 1,000,000 | |||||
Demanded damages, value | $ 5,600,000 | |||||
Loss contingency and other damages | $ 2,000,000 | |||||
Oppenheimer And Co Inc | ||||||
Invoice amount, receivable | $ 1,860,000 | |||||
Percentage | 6.50% | |||||
Private placement, amount raised | $ 27,900,000 | |||||
Euro Member Countries, Euro | ||||||
Demanded damages, value | $ 5,100,000 |