Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 03, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-34822 | ||
Entity Registrant Name | CLEARPOINT NEURO, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 58-2394628 | ||
Entity Address, Address Line One | 120 S. Sierra Ave. | ||
Entity Address, Address Line Two | Suite 100 | ||
Entity Address, City or Town | Solana Beach | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92075 | ||
City Area Code | (888) | ||
Local Phone Number | 287-9109 | ||
Title of 12(b) Security | Common Stock, $0.01 par value per share | ||
Trading Symbol | CLPT | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Entity Central Index Key | 0001285550 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Public Float | $ 361,000,000 | ||
Entity Common Stock, Shares Outstanding | 23,690,218 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Auditor Information [Abstract] | |
Auditor Firm ID | 677 |
Auditor Name | Cherry Bekaert LLP |
Auditor Location | Tampa, Florida |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 54,109 | $ 20,099 |
Accounts receivable, net | 2,337 | 1,881 |
Inventory, net | 4,938 | 3,238 |
Prepaid expenses and other current assets | 508 | 244 |
Total current assets | 61,892 | 25,462 |
Property and equipment, net | 539 | 319 |
Operating lease rights of use | 2,241 | 2,736 |
Software license inventory | 519 | 589 |
Licensing rights | 265 | 353 |
Other assets | 125 | 59 |
Total assets | 65,581 | 29,518 |
Current liabilities: | ||
Accounts payable | 427 | 300 |
Accrued compensation | 2,604 | 1,595 |
Other accrued liabilities | 537 | 349 |
Operating lease liabilities, current portion | 507 | 394 |
Deferred product and service revenue, current portion | 678 | 562 |
Total current liabilities | 4,753 | 3,200 |
Operating lease liabilities, net of current portion | 1,939 | 2,446 |
Deferred product and service revenue, net of current portion | 264 | 215 |
2020 senior secured convertible notes payable, net | 9,838 | 21,280 |
Total liabilities | 16,794 | 27,141 |
Commitments and contingencies (Note 7) | ||
Stockholders' Equity Attributable to Parent [Abstract] | ||
Preferred stock, $0.01 par value; 25,000,000 shares authorized at December 31, 2021 and 2020; none issued and outstanding at December 31, 2021 and 2020 | 0 | 0 |
Common stock, $0.01 par value; 200,000,000 shares authorized at December 31, 2021 and 2020; 23,665,991 and 17,047,584 shares issued and outstanding at December 31, 2021 and 2020, respectively | 237 | 170 |
Additional paid-in capital | 182,482 | 121,729 |
Accumulated deficit | (133,932) | (119,522) |
Total stockholders’ equity | 48,787 | 2,377 |
Total liabilities and stockholders’ equity | $ 65,581 | $ 29,518 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 25,000,000 | 25,000,000 |
Preferred stock, issued (in share) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, issued (in shares) | 23,665,991 | 17,047,584 |
Common stock, outstanding (in shares) | 23,665,991 | 17,047,584 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | ||
Revenues | $ 16,299 | $ 12,829 |
Cost of revenue | 5,008 | 3,709 |
Gross profit | 11,291 | 9,120 |
Research and development costs | 8,985 | 4,686 |
Sales and marketing expenses | 6,919 | 5,384 |
General and administrative expenses | 8,761 | 5,270 |
Operating loss | (13,374) | (6,220) |
Other income (expense): | ||
Other (expense) income, net | (63) | 882 |
Interest expense, net | (973) | (1,444) |
Net loss | $ (14,410) | $ (6,782) |
Net loss per share attributable to common stockholders: | ||
Basic and diluted (in usd per share) | $ (0.69) | $ (0.43) |
Weighted average shares outstanding: | ||
Basic and diluted (in shares) | 20,734,236 | 15,849,667 |
Product revenue | ||
Revenue: | ||
Revenues | $ 11,913 | $ 8,832 |
Service and other revenue | ||
Revenue: | ||
Revenues | $ 4,386 | $ 3,997 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Revision of Prior Period, Accounting Standards Update, Adjustment | Common Stock | Additional Paid-in Capital | Additional Paid-in CapitalRevision of Prior Period, Accounting Standards Update, Adjustment | Accumulated Deficit |
Balances at beginning at Dec. 31, 2019 | $ 4,586 | $ 152 | $ 117,174 | $ (112,740) | ||
Balances at beginning (in shares) at Dec. 31, 2019 | 15,235,308 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Conversion of 2020 senior secured convertible notes | 3,107 | 3,107 | ||||
Issuances of common stock: | ||||||
Share-based compensation | 1,090 | $ 3 | 1,087 | |||
Share-based compensation (in shares) | 267,608 | |||||
Warrant and option exercises (in shares) | 1,544,668 | |||||
Warrant and option exercises | 376 | $ 15 | 361 | |||
Net loss for the year | (6,782) | (6,782) | ||||
Balances at ending at Dec. 31, 2020 | 2,377 | $ (3,107) | $ 170 | 121,729 | $ (3,107) | (119,522) |
Balance at ending (in shares) at Dec. 31, 2020 | 17,047,584 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Conversion of 2020 senior secured convertible notes | 14,974 | $ 21 | 14,953 | |||
Conversion of 2020 senior secured convertible note (in shares) | 2,029,589 | |||||
Issuances of common stock: | ||||||
Public offering of common stock | 46,785 | $ 21 | 46,764 | |||
Public offering of common stock (in shares) | 2,127,660 | |||||
Share-based compensation | 2,078 | $ 2 | 2,076 | |||
Share-based compensation (in shares) | 185,051 | |||||
Warrant and option exercises (cash and cashless) (in shares) | 2,285,490 | |||||
Warrant and option exercises (cash and cashless) | 465 | $ 23 | 442 | |||
Issuance of common stock under employee stock purchase plan (in shares) | 22,918 | |||||
Issuance of common stock under employee stock purchase plan | 224 | 224 | ||||
Payments for taxes related to net share settlement of equity awards (in shares) | (32,301) | |||||
Payments for taxes related to net share settlement of equity awards | (599) | (599) | ||||
Net loss for the year | (14,410) | (14,410) | ||||
Balances at ending at Dec. 31, 2021 | $ 48,787 | $ 237 | $ 182,482 | $ (133,932) | ||
Balance at ending (in shares) at Dec. 31, 2021 | 23,665,991 |
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 | $ (14,410) | $ (6,782) |
Adjustments to reconcile net loss to net cash flows from operating activities: | ||
Allowance for doubtful accounts | 202 | 27 |
Depreciation and amortization | 159 | 334 |
Share-based compensation | 2,078 | 1,090 |
Payment-in-kind interest | 325 | 3 |
Forgiveness of Paycheck Protection Program loan | 0 | (896) |
Amortization of debt issuance costs and original issue discounts | 100 | 890 |
Amortization of lease right of use assets, net of accretion in lease liabilities | 533 | 216 |
Increase (decrease) in cash resulting from changes in: | ||
Accounts receivable | (658) | (818) |
Inventory | (1,714) | (25) |
Prepaid expenses and other current assets | (264) | 113 |
Other assets | (66) | 25 |
Accounts payable and accrued expenses | 1,285 | (459) |
Accrued interest | 0 | (960) |
Lease liability | (432) | (128) |
Deferred revenue | 165 | (437) |
Net cash flows from operating activities | (12,697) | (7,807) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (168) | (41) |
Acquisition of licensing rights | 0 | (441) |
Net cash flows from investing activities | (168) | (482) |
Cash flows from financing activities: | ||
Proceeds from issuance of 2020 senior secured convertible notes, net of financing costs and discount | 0 | 24,258 |
Proceeds from issuance of Paycheck Protection Program loan | 0 | 896 |
Proceeds from public offering of common stock, net of offering costs | 46,785 | 0 |
Proceeds from stock option and warrant exercises | 465 | 376 |
Proceeds from issuance of common stock under employee stock purchase plan | 224 | 0 |
Payments for taxes related to net share settlement of equity awards | (599) | 0 |
Repayment of notes payable | 0 | (2,838) |
Net cash flows from financing activities | 46,875 | 22,692 |
Net change in cash and cash equivalents | 34,010 | 14,403 |
Cash and cash equivalents, beginning of year | 20,099 | 5,696 |
Cash and cash equivalents, end of year | 54,109 | 20,099 |
Cash paid for: | ||
Income taxes | 0 | 0 |
Interest | $ 597 | $ 1,578 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Jan. 01, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Capital expenditures accrued, not yet paid | $ 40 | |||
Net transfers of reusable components from loaned systems | $ 100 | $ 100 | ||
Reduction of additional paid-in-capital | $ 3,100 | |||
Increase in operating lease rights of use | $ 2,600 | |||
Increase in operating lease liabilities | $ 2,600 |
Description of the Business and
Description of the Business and Financial Condition | 12 Months Ended |
Dec. 31, 2021 | |
Description Of Business And Liquidity | |
Description of the Business and Financial Condition | 1. Description of the Business and Financial Condition ClearPoint Neuro, Inc. (the “Company”) is a medical device company focused on the development and commercialization of technology for performing minimally invasive surgical procedures in the brain. The Company was incorporated in the state of Delaware in March 1998, and has headquarters located in Solana Beach, California. The Company established ClearPoint Neuro (Canada) Inc., a wholly owned subsidiary incorporated in Canada, in August 2013, primarily for the purpose of performing software development, and established ClearPoint Neuro U.K. Ltd, a wholly owned subsidiary incorporated in the United Kingdom, in October 2020, primarily for the purpose of employing the Company’s clinical services representatives serving the Company’s customers in the United Kingdom and the EU. The activities of both subsidiaries are reflected in these consolidated financial statements. The Company’s initial product offering, the ClearPoint system, is an integrated system comprised of capital equipment and disposable products, designed to allow minimally invasive procedures in the brain to be performed in an MRI suite. The ClearPoint Array Neuro Navigation System, introduced in 2021, also can be used in an MRI suite, and the principal disposable component of the Array system can be deployed in an operating room setting. Both systems provide guidance for the placement and operation of instruments or devices during the planning and operation of neurosurgical procedures. The Company received 510(k) clearance from the U.S. Food and Drug Administration (“FDA”) in 2010 to market the ClearPoint system in the United States for general neurosurgical interventional procedures; in February 2011, the Company also obtained CE marking approval for its ClearPoint system. COVID-19 In March 2020, the World Health Organization characterized the spread of a novel strain of coronavirus (“COVID-19”) as a global pandemic, and the President of the United States later proclaimed that the COVID-19 outbreak in the United States constituted a national emergency. Extraordinary actions were taken by federal, state and local governmental authorities to combat the spread of COVID-19, including issuances of “stay-at-home” directives and similar mandates that substantially restricted daily activities and for many businesses curtailed or ceased normal operations. These measures led to reduced economic activity, including the postponement or cancellation of elective surgical procedures, which historically have represented approximately 80% of the number of surgical procedures using the Company's ClearPoint system. Although economic activity is returning to normalized levels, new variants of COVID-19, such as Delta and Omicron, continue to spread in the United States and across the globe. The ultimate impact of the COVID-19 pandemic cannot be predicted at this time, and could depend on numerous factors, including vaccination rates among the population, the effectiveness of vaccines against different variants and the response by governmental bodies and regulators. Management is unable to determine the timing and extent to which the vaccination process will affect the progression of the virus; the timing, adoption or viability of periodic resumption, if any, of elective procedures; and the resulting length of time that the COVID-19 pandemic will adversely affect our product revenues. Furthermore, the recessionary conditions on the global economy caused by the COVID-19 pandemic could have a material adverse effect on the Company's business. Although most segments of the United States economy have reopened, the effects of the COVID-19 pandemic remain intense in many areas of the country, and many public health experts continue to anticipate future surges of COVID-19 due to new variants. Accordingly, reinstatement of directives and mandates requiring businesses to again curtail or cease normal operations, including the postponement or cancellation of elective surgeries, remains a possibility. Additionally, global economic and supply chain disruptions, labor shortages, which may affect the Company's ability to retain and attract new talent, and inflationary conditions caused by the COVID-19 pandemic could have a material adverse effect on the Company’s business. The rapid development and fluidity of the situation precludes any prediction as to the ultimate impact COVID-19 will have on the Company's business, financial condition, results of operation and cash flows, which will depend largely on future developments directly or indirectly relating to the duration and scope of the COVID-19 outbreak in the United States. Liquidity The Company has incurred net losses since its inception which has resulted in a cumulative deficit at December 31, 2021 of approximately $134 million. In addition, the Company’s use of cash from operations amounted to $12.7 million for the year ended December 31, 2021. Since inception, the Company has financed its operations principally from the sale of equity securities and the issuance of notes payable. In January 2020, the Company entered into a Securities Purchase Agreement (the “SPA”) with two investors (each, a “2020 Convertible Noteholder,” and together, the "2020 Convertible Noteholders") under which the Company issued an aggregate principal amount of $17.5 million of floating rate secured convertible notes with a five The SPA also gave the Company the right, but not the obligation, to request one of the 2020 Convertible Noteholders to purchase an additional $5.0 million in principal amount of a note (the “Second Closing Note”, and, together with the First Closing Note, the “2020 Secured Notes”). On December 29, 2020, under the terms of an amendment to the SPA (the "Amendment") which, among other provisions, increased the principal amount of the Second Closing Note, the Company issued the Second Closing Note to the 2020 Convertible Noteholder in the principal amounts of $7.5 million. Additional information with respect to the 2020 Secured Notes is found in Note 6. As discussed in Note 8, on February 23, 2021, the Company completed a public offering of 2,127,660 shares of its common stock. Net proceeds from the offering were approximately $46.8 million after deducting the underwriting discounts and commissions and other estimated offering expenses payable by the Company. Based on the foregoing, in management’s opinion, cash and cash equivalent balances at December 31, 2021, are sufficient to support the Company’s operations and meet its obligations for at least the next twelve months. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company accounts and transactions have been eliminated. Basis of Presentation and Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less. Inventory Inventory is carried at the lower of cost (first-in, first-out method) or net realizable value. Items in inventory relate predominantly to the Company’s ClearPoint system. Software license inventory related to ClearPoint systems undergoing on-site customer evaluation is included in inventory in the accompanying consolidated balance sheets. All other software license inventory is classified as a non-current asset. The Company periodically reviews its inventory for obsolete items and provides a reserve upon identification of potential obsolete items. Intangible Assets The Company is a party to certain license agreements that provide rights to the Company for the development and commercialization of products. Under the terms of those license agreements, the Company paid an aggregate $0.6 million to the licensors upon execution of the license agreements for access to the underlying technologies and will make future payments based on the achievement of regulatory and commercialization milestones as defined in the license agreements. In the fourth quarter of 2020, the Company determined that the technology underlying the licensing rights acquired in 2019 was unlikely to be of future benefit. As a result, the Company recorded an impairment charge of $0.1 million, representing the unamortized balance of its investment in the licensing rights, which is included in amortization and depreciation in the accompanying 2020 consolidated statement of operations. In conformity with Accounting Standards Codification Section 350, “Intangibles – Goodwill and Other,” the Company amortizes its investment in the license rights described above over an expected useful life of five years. In addition, the Company periodically evaluates the recoverability of its investment in the license rights and records an impairment charge in the event such evaluation indicates that the Company's investment is not likely to be recovered. Property and Equipment Property and equipment are recorded at cost and are depreciated on a straight-line basis over their estimated useful lives, principally five Impairment of Long-Lived Assets The Company periodically evaluates the recoverability of its long-lived assets (finite-lived intangible assets and property and equipment). Whenever events or changes in circumstances indicate that the carrying amount of such assets may not be fully recoverable, the expected undiscounted future cash flows are compared to the net book value of the related assets. If the net book value of the related assets were to exceed the undiscounted expected future cash flows of the assets, the carrying amount would be reduced to the present value of the expected future cash flows and an impairment loss would be recognized. Revenue Recognition The Company’s revenue is comprised primarily of: (1) product revenue resulting from the sale of functional neurosurgery, navigation, therapy, and biologics and drug delivery disposable products; (2) product revenue resulting from the sale of ClearPoint capital equipment and software; (3) revenue resulting from the service, installation, training, and shipping related to ClearPoint capital equipment and software; and (4) consultation revenue and clinical case support revenue in connection with customer-sponsored clinical trials. The Company recognizes revenue when control of the Company’s products and services is transferred to its customers in an amount that reflects the consideration the Company expects to receive from its customers in exchange for those products and services, in a process that involves identifying the contract with a customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. When a contract calls for the satisfaction of multiple performance obligations for a single contract price, the Company allocates the contract price among the performance obligations based on the relative stand-alone prices for each such performance obligation customarily charged by the Company. The Company considers a performance obligation satisfied once it has transferred control of a good or service to the customer, meaning the customer has the ability to use and obtain the benefit of the good or service. The Company recognizes revenue for satisfied performance obligations only when it determines there are no uncertainties regarding payment terms or transfer of control. Lines of Business; Timing of Revenue Recognition • Functional neurosurgery navigation product, biologics and drug delivery systems product, and therapy product sales: Revenue from the sale of functional neurosurgery navigation products (consisting of disposable products sold commercially and related to cases utilizing the Company's ClearPoint system), biologics and drug delivery systems (consisting primarily of disposable products related to customer- sponsored clinical trials utilizing the ClearPoint system), and therapy products (consisting primarily of disposable laser-related products used in non-neurosurgical procedures) is generally based on customer purchase orders, the predominance of which require delivery within one week of the order having been placed, and are recognized at the point in time of delivery to the customer, which is the point at which legal title, and risks and rewards of ownership, along with physical possession, transfer to the customer. • Capital equipment and software sales: ◦ Capital equipment and software sales preceded by evaluation periods: The predominance of capital equipment and software sales (consisting of integrated computer hardware and software that are integral components of the Company's ClearPoint system) are preceded by customer evaluation periods. During these evaluation periods, installation of, and training of customer personnel on, the systems have been completed and the systems have been in operation. Accordingly, revenue from capital equipment and software sales following such evaluation periods is recognized at the point in time that the Company is in receipt of an executed purchase agreement or purchase order. ◦ Capital equipment and software sales not preceded by evaluation periods: Revenue from sales of capital equipment and software not having been preceded by an evaluation period is recognized at the point in time that the equipment and software has been delivered to the customer. For both types of capital equipment and software sales described above, the determination of the point in time at which to recognize revenue represents that point at which the customer has legal title, physical possession, and the risks and rewards of ownership, and the Company has a present right to payment. • Functional neurosurgery navigation and therapy services: The Company recognizes revenue for such services at the point in time that the performance obligation has been satisfied. • Biologics and drug delivery services: ◦ Consultation Services: The Company recognizes consultation revenue at the point in time such services are performed. ◦ Clinical Service Access Fees: For contracts in which the Company receives a periodic fixed fee, irrespective of the number of cases attended by the Company's personnel during such periods, revenue is recognized ratably over the period covered by such fees. A time-elapsed output method is used for such fees because the Company transfers control evenly by providing a stand-ready service. ◦ Clinical Service Procedure-Based Fees: The Company recognizes revenue at the point in time a case is attended by Company personnel. • Capital equipment-related services: ◦ Equipment service: Revenue from service of ClearPoint capital equipment and software previously sold to customers is based on agreements with terms ranging from one to three years and revenue is recognized ratably on a monthly basis over the term of the service agreement. A time-elapsed output method is used for service revenue because the Company transfers control evenly by providing a stand-ready service. The Company may also enter into contracts with customers who own ClearPoint capital equipment, which bundle maintenance and support services and access to software and hardware upgrades made commercially available over the term of the contract, for a single contract price, typically paid on an annual basis. The Company allocates the contract price among the performance obligations based on the relative stand-alone prices for each such performance obligation and recognizes the revenue ratably on a monthly basis. In line with equipment service, a time-elapsed output method is used as the Company is providing a stand-ready service. ◦ Installation, training, and shipping: Consistent with the Company's recognition of revenue for capital equipment and software sales as described above, fees for installation, training, and shipping in connection with sales of capital equipment and software that have been preceded by customer evaluation periods are recognized as revenue at the point in time the Company is in receipt of an executed purchase order for the equipment and software. Installation, training, and shipping fees related to capital equipment and software sales not having been preceded by an evaluation period are recognized as revenue at the point in time that the related services are performed. The Company operates in one industry segment, and substantially all its sales are to U.S.-based customers. Payment terms under contracts with customers generally are in a range of 30-60 days after the customers’ receipt of the Company’s invoices. The Company's terms and conditions do not provide for a right of return unless for: (a) product defects; or (b) other conditions subject to the Company's approval. See Note 3 for additional information regarding revenue recognition. Research and Development Costs Costs related to research, design and development of products are charged to research and development expense as incurred. Income Taxes Deferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective income tax bases. Such assets and liabilities are measured using enacted tax rates expected to apply to taxable income or loss in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates is recognized in the period that includes the enactment date. The Company provides a valuation allowance against net deferred income tax assets unless, based upon available evidence, it is more likely than not the deferred income tax assets will be realized. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of December 31, 2021 and 2020, the Company had no accrued interest or penalties related to uncertain tax positions. Net Loss Per Share The Company computes net loss per share using the weighted-average number of common shares outstanding during the period. Basic and diluted net loss per share are the same because the conversion, exercise or issuance of all potential common stock equivalents, which comprise the entire amount of the Company’s outstanding common stock options and warrants as described in Note 8, and the potential conversion of the First Closing Notes, as described in Note 6, would be anti-dilutive, due to the reporting of a net loss for each of the periods in the accompanying consolidated statements of operations. Share-Based Compensation The Company accounts for compensation for all arrangements under which employees, directors and others receive shares of stock or other equity instruments (including options and warrants) based on fair value. The fair value of each award is estimated as of the grant date and amortized as compensation expense over the requisite vesting period. The fair values of the Company’s share-based awards are estimated on the grant dates using the Black-Scholes valuation model. This valuation model requires the input of highly subjective assumptions, including the expected stock volatility, estimated award terms and risk-free interest rates for the expected terms. To estimate the expected terms, the Company utilizes the simplified method for “plain vanilla” options discussed in the Staff Accounting Bulletin 107 (“SAB 107”) issued by the SEC. The Company believes that all factors listed within SAB 107 as pre-requisites for utilizing the simplified method apply to the Company and its share-based compensation arrangements. The Company intends to utilize the simplified method for the foreseeable future until more detailed information about exercise behavior becomes available. The Company based its estimate of expected volatility on the average of: (i) historical volatilities of publicly traded companies it deemed similar to the Company; and (ii) the Company’s historical volatility, which is limited, and will consistently apply this methodology until its own sufficient relevant historical data exists. The Company utilizes risk-free interest rates based on zero-coupon U.S. treasury instruments, the terms of which are consistent with the expected terms of the equity awards. The Company has not paid and does not anticipate paying cash dividends on its shares of common stock; therefore, the expected dividend yield is assumed to be zero. Fair Value Determination of Share-Based Transactions The Company’s common stock is traded on the Nasdaq Capital Market under the symbol “CLPT.” Quoted closing stock prices are used as a key input in determining the fair value for share-based transactions. For the period from December 9, 2019 until the Company’s corporate name change and stock trading symbol change on February 12, 2020, the Company’s common stock was traded on the Nasdaq Capital Market under the symbol “MRIC.” Concentration Risks and Other Risks and Uncertainties Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company holds substantially all its cash and cash equivalents on deposit with financial institutions in the U.S. insured by the Federal Deposit Insurance Corporation. At December 31, 2021, the Company had approximately $48.4 million in bank balances that were in excess of the insured limits. At December 31, 2021, one customer accounted for 15% of accounts receivable, and at December 31, 2020, one customer accounted for 11% of accounts receivable. During the year ended December 31, 2021, one customer, who is a stockholder and a noteholder (see Note 6), and whose executive officer is a member of the Company’s Board of Directors, accounted for 18% of total revenue, and of 28% total revenue for the year ended December 31, 2020. Under the terms of the agreement with this customer, the Company bills and recognizes as revenue quarterly service fees of $0.7 million. Prior to granting credit, the Company performs credit evaluations of its customers’ financial condition, and generally does not require collateral from its customers. The Company will provide an allowance for doubtful accounts when collections become doubtful. The allowance for doubtful accounts at December 31, 2021 and 2020 was $0.3 million and $0.1 million, respectively. The Company is subject to risks common to emerging companies in the medical device industry, including, but not limited to: new technological innovations; acceptance and competitiveness of its products; dependence on key personnel; dependence on key suppliers; dependence on third-party collaboration, license and joint development partners; changes in general economic conditions and interest rates; protection of proprietary technology; compliance with changing government regulations; uncertainty of widespread market acceptance of products; access to credit for capital purchases by customers; and product liability claims. Certain components used in manufacturing have relatively few alternative sources of supply and establishing additional or replacement suppliers for such components cannot be accomplished quickly. The inability of any of these suppliers to fulfill the Company’s supply requirements may negatively impact future operating results. Recent Accounting Standards Effective January 1, 2021, the Company adopted, on a modified retrospective method of transition, the provisions of Accounting Standards Update No. 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) – Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (the “ASU”). The ASU is effective for public companies, other than smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, and for smaller reporting companies, which is the Company’s current classification, for fiscal years beginning after December 31, 2023. However, the ASU permits early adoption, no earlier than for fiscal years beginning after December 31, 2020, and the Company elected such early adoption. The ASU amends prior authoritative literature to reduce the number of accounting models for, among others, convertible debt instruments for which the embedded conversion features of such instruments had previously been required to be separated from the host contract. The Company determined that the conversion feature embedded in the Second Closing Note (see Note 6) was within the scope of the ASU. Accordingly, the discount originally recorded in connection with the issuance of the Second Closing Note and a corresponding amount recorded in additional paid-in capital, each in the amount of approximately $3.1 million at the date of issuance of the Second Closing Note, were reversed as of the date of adoption of the ASU. Reclassifications The accompanying consolidated statement of operations for the year ended December 31, 2021 contains certain items formerly classified as service revenue that have been reclassified to product revenue. The accompanying consolidated statement of operations for the year ended December 31, 2020 has been conformed to the 2021 presentation. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2021 | |
Revenue Recognition [Abstract] | |
Revenue from Contract with Customer | . Revenue Recognition Revenue by Service Line Years Ended December 31, (in thousands) 2021 2020 Functional neurosurgery navigation and therapy Disposable products $ 7,696 $ 6,211 Services 375 — Subtotal – Functional neurosurgery navigation and therapy 8,071 6,211 Biologics and drug delivery Disposable products 3,353 1,528 Services 3,442 3,672 Subtotal – Biologics and drug delivery revenue 6,795 5,200 Capital equipment and software Systems and software products 864 1,093 Services 569 325 Subtotal – Capital equipment and software revenue 1,433 1,418 Total revenue $ 16,299 $ 12,829 Contract Balances • Contract assets – Substantially all the Company’s contracts with customers are based on customer-issued purchase orders for distinct products or services. Customers are billed upon delivery of such products or services, and the related contract assets comprise the accounts receivable balances included in the accompanying consolidated balance sheets. • Contract liabilities – The Company generally bills and collects capital equipment and software-related service fees at the inception of the service agreements, which have terms ranging from one to three years. The Company may also enter into agreements with customers that bundle the capital equipment and software-related service fees with software and hardware upgrades that are made commercially available over the term of the contract. The unearned portion of such fees are classified as deferred revenue. During the years ended December 31, 2021 and 2020, the Company recognized capital equipment and software-related service revenue of approximately $0.3 million and $0.5 million, respectively, which was previously included in deferred revenue in the accompanying consolidated balance sheets at December 31, 2020 and 2019. The Company offers an upgraded version of its software at no additional charge to customers purchasing a three-year systems service agreement. The transaction prices of the software and the service agreement were determined through an allocation of the service agreement price based on the standalone prices of the software and the service agreements customarily charged by the Company. The transaction price of the software was recognized as revenue upon its installation and comprised approximately $0.04 million and $0.1 million of unbilled accounts receivable at December 31, 2021 and 2020, respectively. Revenue with respect to remaining performance obligations related to capital equipment and software-related service agreements and the upfront payments discussed under the heading “Contract Balances” above amounted to approximately $0.8 million at December 31, 2021. The Company expects to recognize approximately 67% of this revenue over the next twelve months and the remainder thereafter. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | 4. Inventory Inventory consists of the following as of December 31: (in thousands) 2021 2020 Raw materials and work in process $ 2,718 $ 1,485 Software licenses 210 193 Finished goods 2,010 1,560 Inventory included in current assets 4,938 3,238 Software licenses – non-current 519 589 $ 5,457 $ 3,827 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 5. Property and Equipment Property and equipment consist of the following as of December 31: (in thousands) 2021 2020 Equipment $ 1,440 $ 1,173 Furniture and fixtures 112 112 Leasehold improvements 201 201 Computer equipment and software 150 150 Loaned systems 525 503 2,428 2,139 Less accumulated depreciation and amortization (1,889) (1,820) Total property and equipment, net $ 539 $ 319 Depreciation and amortization expense related to property and equipment for each of the years ended December 31, 2021 and 2020 was $0.1 million. Loaned systems are ClearPoint systems that are in operation at customer sites on an evaluation basis. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | . Notes Payable 2020 Secured Notes As a result of the transactions described below, an aggregate principal amount of $10 million of the 2020 Secured Convertible Notes was outstanding at December 31, 2021. At the option of the holder, who is a customer and has a representative on the Company's Board of Directors, at any time prior to maturity, the principal amount may be convertible to the Company's common stock at a conversion price of $6.00, subject to adjustments as set forth in the SPA and note agreement. On January 29, 2020 (the “Closing Date”), the Company completed a financing transaction (the “2020 Financing Transaction”) with the 2020 Convertible Noteholders, whereby the Company issued an aggregate principal amount of $17.5 million of the First Closing Notes pursuant to the SPA dated January 11, 2020, which, unless earlier converted or redeemed, mature on the fifth anniversary of the Closing Date, and bear interest at a rate equal to the sum of (i) the greater of (a) the three (3)-month London Interbank Offered Rate (“LIBOR”) and (b) two percent (2)%, plus (ii) a margin of 2% on the outstanding balance of the First Closing Notes, payable quarterly on the first business day of each calendar quarter. The First Closing Notes may be converted at a price of $6.00 per share, subject to certain adjustments set forth in the SPA, and may not be pre-paid without the consent of the noteholder, provided that the Company must offer to pre-pay such other noteholder on the same terms and conditions. In May 2021, one of the 2020 Convertible Noteholders (the "Converting Noteholder") converted the entire $7.5 million principal amount of such Converting Noteholder's First Closing Note, and related accrued interest, amounting to approximately $0.04 million, into 1,256,143 shares of the Company's common stock. At the Closing Date, the SPA gave the Company the right, but not the obligation, to request, at any time on or prior to January 11, 2022, that one of the 2020 Convertible Noteholders purchase an additional $5 million in aggregate principal amount of the Second Closing Note and an additional $10 million in aggregate principal amount of the Third Closing Note (as defined in the SPA; together, with the Second Closing Note, the “Additional Closing Notes”), provided that such 2020 Convertible Noteholder has the right, but not the obligation, to purchase such notes. The Additional Closing Notes would also mature on the fifth anniversary of the Closing Date. On December 29, 2020, the Company and the 2020 Convertible Noteholders entered into an amendment to the SPA (the “Amendment”), the terms of which, among other provisions, provided for: (a) an increase in the principal amount of the Second Closing Note to $7.5 million; (b) a revision of the interest rate to be borne by the Second Closing Note to consist of: (i) cash interest of 2% per annum, payable quarterly; and (ii) payment-in-kind interest of 5% per annum, accruable quarterly as an addition to the unpaid principal balance of the Second Closing Note; and (c) an increase in the conversion price of the Second Closing Notes to $10.14 per share, subject to certain adjustments set forth in the SPA. Upon execution of the Amendment, the Company issued the Second Closing Note. On November 3, 2021, the holder of the Second Closing Note converted the entire $7.5 million principal amount of such note, along with related accrued and payment in-kind interest aggregating $0.3 million, into 773,446 shares of the Company's common stock. The aggregate carrying amount of the First Closing Notes in the accompanying December 31, 2021 and December 31, 2020 consolidated balance sheets are presented net of financing costs, comprised of commissions and legal expenses, having an unamortized balance of $0.2 million and $0.4 million at those respective dates. In addition, the aggregate carrying amount of the First Closing Note in the accompanying December 31, 2020 consolidated balance sheets is presented net of a discount, comprised of a commitment fee paid to the Converting Noteholder, amounting to an unamortized balance of $0.2 million. Upon conversion of the related note, the discount, amounting to $0.2 million at the date of conversion, was reversed, with a corresponding amount being recorded as a reduction of additional paid-in capital. The unamortized balances of the financing costs and the discount, during the period prior to the conversion of the related First Closing Note, are charged to interest expense over the respective terms of the First Closing Notes under the effective interest method. The carrying amount of the Second Closing Note in the accompanying December 31, 2020 consolidated balance sheet is presented net of a discount, amounting to approximately $3.1 million at December 31, 2020, and representing the value of the deemed beneficial conversion feature embedded in the Second Closing Note. A beneficial conversion feature is deemed to be beneficial when the conversion price, discussed above, is lower than the closing price per share of the Company’s common stock, which was $14.34 on the date of issuance of the Second Closing Note. Under GAAP in existence at the date of issuance of the Second Closing Note, the resulting discount was calculated as the product of (i) the number of shares into which the Second Closing Note could be converted, multiplied by (ii) the difference between the closing price per share and the conversion price. Upon recordation of the discount, a corresponding amount was added to additional paid-in capital. As discussed in Note 2, effective January 1, 2021, the Company adopted the provisions of the ASU that no longer required such beneficial conversion features to be separately accounted for as previously described in this paragraph. As a result, the accompanying December 31, 2021 condensed consolidated balance sheet reflects the elimination of both the discount and the corresponding increase to additional paid-in capital previously described in this paragraph. Under the terms of the SPA, as amended, the Company retains the right, but not the obligation, to request the 2020 Convertible Noteholder to purchase the Third Closing Note, and the 2020 Convertible Noteholder has the right, but not the obligation, to purchase such note. As of December 31, 2021, the Company had not made such a request. The 2020 Secured Notes are secured by all the assets of the Company. An executive officer of one of the 2020 Convertible Noteholders is a member of the Company’s Board of Directors. Pursuant to the terms of the SPA and a Board Observer Agreement entered into by the other 2020 Convertible Noteholder and the Company, the other 2020 Convertible Noteholder appointed a representative to attend and observe meetings of the Company’s Board of Directors. On February 25, 2021, such 2020 Convertible Noteholder terminated the Board Observer Agreement, thus precluding its representative from attending future meetings of the Company’s Board of Directors. On January 27, 2020, as a condition to completion of the 2020 Financing Transaction, the Company entered into the Fourth Omnibus Amendment to the 2010 Secured Notes, whereby the 2010 Secured Notes were subordinated to the Company’s obligations under the terms of the 2020 Secured Notes and the Additional Convertible Notes, as applicable. During its first fiscal quarter of 2020, the Company repaid in full the aggregate outstanding principal amount of the 2010 Secured Notes, amounting to approximately $2.8 million, which, along with the Company’s payment of accrued interest amounting to approximately $0.9 million, resulted in the full retirement of the 2010 Secured Notes. PPP Loan Payable In April 2020, the Company received $0.9 million in proceeds through an unsecured loan funded under the Payroll Protection Program as part of the CARES Act, which was enacted by the U.S. Congress in response to the COVID-19 pandemic. In November 2020, prior to the otherwise scheduled payments under the terms of the loan, the Company was notified by the U.S. Small Business Administration that the loan had been forgiven under the provisions of the CARES Act. The gain realized from such forgiveness is included in other income in the accompanying consolidated statement of operations for the year ended December 31, 2020. Scheduled Notes Payable Maturities Scheduled principal payments as of December 31, 2021 with respect to notes payable are summarized as follows: Years ending December 31, (in thousands) 2025 $ 10,000 Total scheduled principal payments 10,000 Less unamortized discounts and financing costs (162) $ 9,838 |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Commitments | Commitments Operating Leases The Company leases office space in Irvine, California that houses office space and a manufacturing facility under a non-cancellable operating lease. The lease term commenced on October 1, 2018 and expires in September 2023. The Company has the option to renew the lease for two additional periods of five years each. The Company also leases office space in Solana Beach, California that serves as its corporate headquarters and houses certain management and research and development personnel. The lease term commenced on December 15, 2020, is set to expire on December 31, 2026, and is renewable for an additional five Operating lease liabilities are based on the net present value of the remaining lease payments over the remaining lease term. In determining the present value of lease payments, the Company used the published U.S. High Yield CCC corporate bond rates at the lease commencement date. As of December 31, 2021, the weighted average remaining lease term of the Company's operating leases is approximately 4.75 years and the weighted average discount rate used to determine the operating lease liability was 8.6%. The lease cost, included in general and administrative expense, was $0.5 million and $0.2 million for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, future minimum lease payments are as follows: Years ending December 31, (in thousands) 2022 $ 544 2023 544 2024 472 2025 486 2026 500 Total minimum payments 2,546 Less: Discount to present value of lease payments (100) Discounted present value of lease payments $ 2,446 Minimum Purchase Commitments The Company is party to a license and collaboration agreement, and related distribution agreements, with a third-party under which the parties will collaborate on developing a system that integrates their current stand-alone systems. The agreements subject the Company to minimum purchase commitments for the systems and related disposable products for a minimum of five years following the date the integrated system and related disposable products are commercially available, which has not yet occurred. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity 2021 Public Offering On February 23, 2021, the Company completed a public offering of 2,127,660 shares of its common stock, composed of 1,850,140 shares of common stock initially offered at a public offering price of $23.50 per share and an additional 277,520 shares of common stock sold pursuant to the exercise of the underwriters’ option to purchase additional shares at the price of $22.09 per share. Net proceeds from the offering totaled approximately $46.8 million after deducting underwriting discounts and commissions, and other offering expenses paid by the Company. The underwriting agreement contains representations, warranties, agreements and indemnification obligations by the Company that are customary for this type of transaction. Issuance of Common Stock in Lieu of Cash Payments Under the terms of the Amended and Restated Non-Employee Director Compensation Plan, each compensated non-employee member of the Company’s Board of Directors may elect to receive all or part of his or her director fees in shares of the Company’s common stock. Effective from June 25, 2021, director fees, whether paid in cash or in shares of common stock, are payable quarterly on the first business day following the end of the quarter. The number of shares of common stock issued to directors is determined by dividing the product of: (i) (a) the fees otherwise payable to each director in cash, times (b) the percentage of fees the director elected to receive in shares of common stock, by (ii) the volume weighted average price per share of common stock over the last five trading days of the quarter. During the years ended December 31, 2021 and 2020, 6,386 shares and 28,039 shares, respectively, were issued to directors as payment for director fees, amounting to $0.1 million in each of 2021 and 2020 in lieu of cash. Equity Compensation Plans The Company has various share-based compensation plans and share-based compensatory contracts (collectively, the “Plans”) under which it has granted share-based awards, such as stock grants, and incentive and non-qualified stock options, to employees, directors, consultants, and advisors. Awards may be subject to a vesting schedule as set forth in individual award agreements. From October 2017 until June 2020, the Company granted share-based awards under the Company’s Second Amended and Restated 2013 Incentive Compensation Plan (the “Second Amended Plan”). On June 2, 2020, the Company’s stockholders approved the Company’s Third Amended and Restated 2013 Incentive Compensation Plan (the “Third Amended Plan” and, together with the Second Amended Plan, the “2013 Plan”), under which 1.0 million shares of the Company’s common stock were made available for future issuances under the 2013 Plan, resulting in a total of 2,956,250 shares of the Company’s common stock being reserved for issuance under the 2013 Plan. Of this amount, 1,180,932 shares were outstanding as of December 31, 2021 and 718,384 shares remained available for grants under the 2013 Plan as of that date. Stock Option Activity Stock option activity under all of the Company’s Plans as of and for the year ended December 31, 2021 is summarized below: Stock Options Weighted-average Weighted-average Remaining Contractual Life (in years) Intrinsic Value (in thousands) Outstanding at December 31, 2020 1,806,092 $ 7.12 Granted 128,399 $ 18.09 Exercised (563,476) $ 2.68 Forfeited or expired (20,542) $ 19.01 Outstanding at December 31, 2021 1,350,473 $ 10.10 6.43 $ 8,350 Exercisable at December 31, 2021 1,059,253 $ 10.05 5.76 $ 7,201 Vested and expected to vest at December 31, 2021 1,350,473 $ 10.10 6.43 $ 8,350 A summary of the status of the Company’s non-vested stock options for the year ended December 31, 2021 is presented below: Non-vested Stock Options Weighted - Average Nonvested, December 31, 2020 294,154 $ 2.09 Granted 128,399 $ 9.48 Vested (129,291) $ 2.01 Forfeited or expired (2,042) $ 5.85 Nonvested, December 31, 2021 291,220 $ 5.38 The weighted-average grant-date fair value of stock options granted during the years ended December 31, 2021 and 2020 was $9.48 and $2.22, respectively. The total intrinsic value of stock options exercised during the years ended December 31, 2021 and 2020 was $11.4 million and $0.3 million, respectively, and represents the difference between the exercise price of the option and the fair value of the common stock on the dates exercised. The total grant-date fair value of stock options vested during the years ended December 31, 2021 and 2020 was $0.3 million and $0.4 million, respectively. Restricted Stock Award Activity Restricted Stock Award ("RSA") activity as of and for the year ended December 31, 2021 is summarized below: Restricted Stock Award Weighted - Average Outstanding, December 31, 2020 347,106 $ 3.66 Granted 185,932 $ 18.12 Vested (143,983) $ 4.40 Forfeited or expired (8,950) $ 5.36 Outstanding, December 31, 2021 380,105 $ 10.41 The RSAs vest in annual installments over a two three The estimated fair value of the RSAs is based on the closing market value of the Company's common stock on the date of grant. The total fair value of RSAs vested during the years ended December 31, 2021 and 2020 was $0.6 million and $0.5 million, respectively. There was no common stock held in treasury as of December 31, 2021 and 2020. Employee Stock Purchase Plan Activity On June 3, 2021, the Company's stockholders adopted and approved the ClearPoint Neuro, Inc. Employee Stock Purchase Plan (the "Purchase Plan"). A total of 400,000 shares of the Company’s common stock are available for issuance pursuant to the terms of the Purchase Plan. The Purchase Plan provides eligible employees the opportunity to purchase shares of common stock at the lower of 85% of the fair market value on either the first day or the last day of the applicable offering period, by having withheld from their salary an amount up to 15% of their compensation. No employee may purchase more than $25,000 worth of common stock (calculated at the time the purchase right is granted) in any calendar year, nor may any employee purchase more than 3,500 shares in any six The Purchase Plan is deemed to be compensatory, and therefore, Purchase Plan expense has been included in share-based compensation expenses in the consolidated statement of operations for the year ended December 31, 2021. The initial six-month purchase period commenced in July 2021. During the year ended December 31, 2021, 22,918 shares were purchased at an average per share price of $9.78. On December 31, 2021, 377,082 shares of common stock were available for issuance under the Purchase Plan. Warrants Warrants to purchase shares of the Company's common stock were issued in connection with financing transactions in 2015, 2016, and 2017, and are generally for terms of five years. These warrants contain net exercise provisions giving the holder the option of acquiring a number of shares having a value equal to the difference between the exercise price and the current stock price, in lieu of paying the exercise price to acquire the full number of stated shares. All of the warrants outstanding at December 31, 2021 will terminate in 2022 or 2023. Common stock warrant activity for the year ended December 31, 2021 is as follows: Shares Weighted - Average Outstanding at January 1, 2020 5,532,267 $ 4.00 Exercised (2,163,042) 2.36 Terminated (286,238) 18.31 Outstanding at December 31, 2020 3,082,987 3.82 Exercised (2,023,190) 3.31 Terminated (390,890) 7.78 Outstanding at December 31, 2021 668,907 $ 2.97 Information regarding outstanding warrants at December 31, 2021 is as follows (contractual life expressed in years): Exercise Number Weighted-Average Intrinsic Value (in thousands) (1) $2.20 632,353 0.41 $ 5,704 $16.23 36,554 1.46 — 668,907 0.47 $ 5,704 (1) Intrinsic value is calculated as the estimated fair value of the Company’s stock at December 31, 2021 less the warrant exercise price of in-the-money warrants. Fair Value Assumptions The fair value of each stock option is estimated on the date of grant using the Black-Scholes option-pricing model utilizing the following weighted average assumptions for options granted during the year ended December 31, 2021 and the following ranges for 2020: Years Ended December 31, 2021 2020 Risk-free interest rate 0.95% 0.34% - 0.49% Expected life (in years) 5.86 5.5 to 6.0 Estimated volatility 57.20% 56.05% - 57.00% Expected dividends None None Weighted-average grant date fair value $9.48 $2.22 The risk-free interest rate for periods within the contractual life of the stock option is based on the implied yield available on U.S. Treasury constant maturity securities with the same or substantially equivalent remaining terms at the time of grant. The expected option terms are calculated based on the simplified method for “plain vanilla” options due to the Company's limited exercise information. The simplified method calculates the expected term as the average of the vesting term and the original contractual term of the options. The estimated volatility was calculated using the average of the historical volatility of the Company's common stock and comparable companies using daily closing prices over a period generally commensurate with the expected term of the options. No periods were excluded due to discrete historical events. The historical volatility of similar companies was utilized due to the limited trading history of the Company's common stock. A zero value of the expected dividend value factor is utilized since the Company has not declared any dividends in the past and does not anticipate declaring dividends in the foreseeable future. The first offering period under the Purchase Plan commenced in July 2021. The fair value of the first purchase option under the Purchase Plan is estimated at the beginning of the purchase period using the Black-Scholes model utilizing the following assumptions: 2021 Risk-free interest rate 0.05% Expected life (in years) 0.5 Estimated volatility 57.82% Expected dividends None Fair value of purchase right $5.78 The computation of the expected volatility assumption used in the Black-Scholes model for purchase rights is based on the trading history of the Company's common stock and comparable companies. The expected life assumption is based on the six-month term of each offering period. The risk-free interest rate is based on the U.S. Treasury constant maturity securities with the same or substantially equivalent remaining term in effect at the beginning of the offering period. A zero value for the expected dividend value factor is utilized since the Company has not declared dividends in the past and does not anticipate declaring dividends in the foreseeable future. Share-Based Compensation Expense The Company records share-based compensation expense on a straight-line basis over the related vesting period and recognizes forfeitures as they occur. The following table sets forth share-based compensation expense included in selling, general and administrative expense in the consolidated statements of operations: Years Ended December 31, (in thousands) 2021 2020 $2,078 $1,090 In the year ended December 31, 2021, the Company recognized $0.1 million of share-based compensation related to the Purchase Plan. As of December 31, 2021, there was $1.2 million and $3.1 million of total unrecognized compensation expense related to stock options and RSAs, respectively, which is expected to be recognized over a weighted-average period of 1.9 years and 2.2 years, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Income TaxesThe Company had no income tax expense for the years ended December 31, 2021 and 2020. Due to uncertainties surrounding the realization of its deferred income tax assets in future periods, the Company has recorded a 100% valuation allowance against its net deferred income tax assets. If it is determined in the future that it is more likely than not that any deferred income tax assets are realizable, the valuation allowance will be reduced by the estimated net realizable amounts. For the years ended December 31, 2021 and 2020, the valuation allowance increased by $4.8 million and $0.7 million, respectively, based on changes in deferred tax assets and liabilities. Years Ended December 31, (in thousands) 2021 2020 Income tax benefit at federal statutory rate $ (3,060) $ (1,420) Adjustments for tax effects of: State income tax, net of federal benefit (1,560) (388) Permanent adjustments 114 68 Other (9) 4 Share based compensation (1,999) (42) Net operating loss write-off 1,649 1,252 Paycheck Protection Program loan forgiveness — (188) Change in valuation allowance 4,865 714 Income tax expense $ — $ — The tax effect of temporary differences and net operating losses that give rise to components of deferred income tax assets and liabilities consist of the following: Years Ended December 31, (in thousands) 2021 2020 Deferred income tax assets: Net operating loss carryforwards $ 26,379 $ 21,547 Share based compensation 2,083 2,118 Accrued expenses 860 841 Other 69 58 29,391 24,564 Less valuation allowance (29,324) (24,459) Total deferred income tax assets 67 105 Deferred tax liability - depreciation (67) (105) Net deferred tax assets $ — $ — In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Generally, the ultimate realization of deferred tax assets is dependent on the generation of future taxable income during the periods in which those temporary differences become deductible. Based on all relevant factors, a valuation allowance of $29.3 million has been established against deferred tax assets as of December 31, 2021 as management determined that it is more likely than not that sufficient taxable income will not be generated to realize those temporary differences. At December 31, 2021, the Company had cumulative federal and state net operating losses of approximately $106 million and $57 million, respectively, available to reduce future taxable income, if any. The federal net operating loss carryforward begins expiring in 2021, and the state net operating loss carryforward begins expiring in 2028. It is possible that the Company will not generate taxable income in time to use these net operating loss carryforwards before their expiration. In addition, under Section 382 of the Internal Revenue Code of 1986 (the “Code”), as amended, if a corporation undergoes an “ownership change” (as defined in the Code), the corporation’s ability to use its pre-change tax attributes to offset its post-change income may be limited. In general, an “ownership change” occurs if there is a cumulative change in a “loss corporation’s” (as defined in the Code) ownership by 5% shareholders that exceeds 50 percentage points over a rolling three-year period. The Company has not determined whether such an ownership change has occurred. However, given the equity transactions in which the Company has engaged, the Company believes that the use of the net operating losses shown as deferred tax assets will be significantly limited. Management has evaluated the effect of guidance provided by GAAP regarding accounting for uncertainty in income taxes and determined the Company has no uncertain tax positions that could have a significant impact on its |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company accounts and transactions have been eliminated. |
Basis of Presentation and Use of Estimates | Basis of Presentation and Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less. |
Inventory | Inventory Inventory is carried at the lower of cost (first-in, first-out method) or net realizable value. Items in inventory relate predominantly to the Company’s ClearPoint system. Software license inventory related to ClearPoint systems undergoing on-site customer evaluation is included in inventory in the accompanying consolidated balance sheets. All other software license inventory is classified as a non-current asset. The Company periodically reviews its inventory for obsolete items and provides a reserve upon identification of potential obsolete items. |
Intangible Assets | Intangible Assets The Company is a party to certain license agreements that provide rights to the Company for the development and commercialization of products. Under the terms of those license agreements, the Company paid an aggregate $0.6 million to the licensors upon execution of the license agreements for access to the underlying technologies and will make future payments based on the achievement of regulatory and commercialization milestones as defined in the license agreements. In the fourth quarter of 2020, the Company determined that the technology underlying the licensing rights acquired in 2019 was unlikely to be of future benefit. As a result, the Company recorded an impairment charge of $0.1 million, representing the unamortized balance of its investment in the licensing rights, which is included in amortization and depreciation in the accompanying 2020 consolidated statement of operations. In conformity with Accounting Standards Codification Section 350, “Intangibles – Goodwill and Other,” the Company amortizes its investment in the license rights described above over an expected useful life of five years. In addition, the Company periodically evaluates the recoverability of its investment in the license rights and records an impairment charge in the event such evaluation indicates that the Company's investment is not likely to be recovered. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and are depreciated on a straight-line basis over their estimated useful lives, principally five |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company periodically evaluates the recoverability of its long-lived assets (finite-lived intangible assets and property and equipment). Whenever events or changes in circumstances indicate that the carrying amount of such assets may not be fully recoverable, the expected undiscounted future cash flows are compared to the net book value of the related assets. If the net book value of the related assets were to exceed the undiscounted expected future cash flows of the assets, the carrying amount would be reduced to the present value of the expected future cash flows and an impairment loss would be recognized. |
Revenue Recognition | Revenue Recognition The Company’s revenue is comprised primarily of: (1) product revenue resulting from the sale of functional neurosurgery, navigation, therapy, and biologics and drug delivery disposable products; (2) product revenue resulting from the sale of ClearPoint capital equipment and software; (3) revenue resulting from the service, installation, training, and shipping related to ClearPoint capital equipment and software; and (4) consultation revenue and clinical case support revenue in connection with customer-sponsored clinical trials. The Company recognizes revenue when control of the Company’s products and services is transferred to its customers in an amount that reflects the consideration the Company expects to receive from its customers in exchange for those products and services, in a process that involves identifying the contract with a customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. When a contract calls for the satisfaction of multiple performance obligations for a single contract price, the Company allocates the contract price among the performance obligations based on the relative stand-alone prices for each such performance obligation customarily charged by the Company. The Company considers a performance obligation satisfied once it has transferred control of a good or service to the customer, meaning the customer has the ability to use and obtain the benefit of the good or service. The Company recognizes revenue for satisfied performance obligations only when it determines there are no uncertainties regarding payment terms or transfer of control. Lines of Business; Timing of Revenue Recognition • Functional neurosurgery navigation product, biologics and drug delivery systems product, and therapy product sales: Revenue from the sale of functional neurosurgery navigation products (consisting of disposable products sold commercially and related to cases utilizing the Company's ClearPoint system), biologics and drug delivery systems (consisting primarily of disposable products related to customer- sponsored clinical trials utilizing the ClearPoint system), and therapy products (consisting primarily of disposable laser-related products used in non-neurosurgical procedures) is generally based on customer purchase orders, the predominance of which require delivery within one week of the order having been placed, and are recognized at the point in time of delivery to the customer, which is the point at which legal title, and risks and rewards of ownership, along with physical possession, transfer to the customer. • Capital equipment and software sales: ◦ Capital equipment and software sales preceded by evaluation periods: The predominance of capital equipment and software sales (consisting of integrated computer hardware and software that are integral components of the Company's ClearPoint system) are preceded by customer evaluation periods. During these evaluation periods, installation of, and training of customer personnel on, the systems have been completed and the systems have been in operation. Accordingly, revenue from capital equipment and software sales following such evaluation periods is recognized at the point in time that the Company is in receipt of an executed purchase agreement or purchase order. ◦ Capital equipment and software sales not preceded by evaluation periods: Revenue from sales of capital equipment and software not having been preceded by an evaluation period is recognized at the point in time that the equipment and software has been delivered to the customer. For both types of capital equipment and software sales described above, the determination of the point in time at which to recognize revenue represents that point at which the customer has legal title, physical possession, and the risks and rewards of ownership, and the Company has a present right to payment. • Functional neurosurgery navigation and therapy services: The Company recognizes revenue for such services at the point in time that the performance obligation has been satisfied. • Biologics and drug delivery services: ◦ Consultation Services: The Company recognizes consultation revenue at the point in time such services are performed. ◦ Clinical Service Access Fees: For contracts in which the Company receives a periodic fixed fee, irrespective of the number of cases attended by the Company's personnel during such periods, revenue is recognized ratably over the period covered by such fees. A time-elapsed output method is used for such fees because the Company transfers control evenly by providing a stand-ready service. ◦ Clinical Service Procedure-Based Fees: The Company recognizes revenue at the point in time a case is attended by Company personnel. • Capital equipment-related services: ◦ Equipment service: Revenue from service of ClearPoint capital equipment and software previously sold to customers is based on agreements with terms ranging from one to three years and revenue is recognized ratably on a monthly basis over the term of the service agreement. A time-elapsed output method is used for service revenue because the Company transfers control evenly by providing a stand-ready service. The Company may also enter into contracts with customers who own ClearPoint capital equipment, which bundle maintenance and support services and access to software and hardware upgrades made commercially available over the term of the contract, for a single contract price, typically paid on an annual basis. The Company allocates the contract price among the performance obligations based on the relative stand-alone prices for each such performance obligation and recognizes the revenue ratably on a monthly basis. In line with equipment service, a time-elapsed output method is used as the Company is providing a stand-ready service. ◦ Installation, training, and shipping: Consistent with the Company's recognition of revenue for capital equipment and software sales as described above, fees for installation, training, and shipping in connection with sales of capital equipment and software that have been preceded by customer evaluation periods are recognized as revenue at the point in time the Company is in receipt of an executed purchase order for the equipment and software. Installation, training, and shipping fees related to capital equipment and software sales not having been preceded by an evaluation period are recognized as revenue at the point in time that the related services are performed. The Company operates in one industry segment, and substantially all its sales are to U.S.-based customers. Payment terms under contracts with customers generally are in a range of 30-60 days after the customers’ receipt of the Company’s invoices. The Company's terms and conditions do not provide for a right of return unless for: (a) product defects; or (b) other conditions subject to the Company's approval. See Note 3 for additional information regarding revenue recognition. |
Research and Development Costs | Research and Development Costs Costs related to research, design and development of products are charged to research and development expense as incurred. |
Income Taxes | Income Taxes Deferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective income tax bases. Such assets and liabilities are measured using enacted tax rates expected to apply to taxable income or loss in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates is recognized in the period that includes the enactment date. The Company provides a valuation allowance against net deferred income tax assets unless, based upon available evidence, it is more likely than not the deferred income tax assets will be realized. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of December 31, 2021 and 2020, the Company had no accrued interest or penalties related to uncertain tax positions. |
Net Loss Per Share | Net Loss Per Share The Company computes net loss per share using the weighted-average number of common shares outstanding during the period. Basic and diluted net loss per share are the same because the conversion, exercise or issuance of all potential common stock equivalents, which comprise the entire amount of the Company’s outstanding common stock options and warrants as described in Note 8, and the potential conversion of the First Closing Notes, as described in Note 6, would be anti-dilutive, due to the reporting of a net loss for each of the periods in the accompanying consolidated statements of operations. |
Share-Based Compensation | Share-Based Compensation The Company accounts for compensation for all arrangements under which employees, directors and others receive shares of stock or other equity instruments (including options and warrants) based on fair value. The fair value of each award is estimated as of the grant date and amortized as compensation expense over the requisite vesting period. The fair values of the Company’s share-based awards are estimated on the grant dates using the Black-Scholes valuation model. This valuation model requires the input of highly subjective assumptions, including the expected stock volatility, estimated award terms and risk-free interest rates for the expected terms. To estimate the expected terms, the Company utilizes the simplified method for “plain vanilla” options discussed in the Staff Accounting Bulletin 107 (“SAB 107”) issued by the SEC. The Company believes that all factors listed within SAB 107 as pre-requisites for utilizing the simplified method apply to the Company and its share-based compensation arrangements. The Company intends to utilize the simplified method for the foreseeable future until more detailed information about exercise behavior becomes available. The Company based its estimate of expected volatility on the average of: (i) historical volatilities of publicly traded companies it deemed similar to the Company; and (ii) the Company’s historical volatility, which is limited, and will consistently apply this methodology until its own sufficient relevant historical data exists. The Company utilizes risk-free interest rates based on zero-coupon U.S. treasury instruments, the terms of |
Fair Value Determination of Share-Based Transactions | Fair Value Determination of Share-Based TransactionsThe Company’s common stock is traded on the Nasdaq Capital Market under the symbol “CLPT.” Quoted closing stock prices are used as a key input in determining the fair value for share-based transactions. For the period from December 9, 2019 until the Company’s corporate name change and stock trading symbol change on February 12, 2020, the Company’s common stock was traded on the Nasdaq Capital Market under the symbol “MRIC.” |
Concentration Risks and Other Risks and Uncertainties | Concentration Risks and Other Risks and Uncertainties Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company holds substantially all its cash and cash equivalents on deposit with financial institutions in the U.S. insured by the Federal Deposit Insurance Corporation. At December 31, 2021, the Company had approximately $48.4 million in bank balances that were in excess of the insured limits. At December 31, 2021, one customer accounted for 15% of accounts receivable, and at December 31, 2020, one customer accounted for 11% of accounts receivable. During the year ended December 31, 2021, one customer, who is a stockholder and a noteholder (see Note 6), and whose executive officer is a member of the Company’s Board of Directors, accounted for 18% of total revenue, and of 28% total revenue for the year ended December 31, 2020. Under the terms of the agreement with this customer, the Company bills and recognizes as revenue quarterly service fees of $0.7 million. Prior to granting credit, the Company performs credit evaluations of its customers’ financial condition, and generally does not require collateral from its customers. The Company will provide an allowance for doubtful accounts when collections become doubtful. The allowance for doubtful accounts at December 31, 2021 and 2020 was $0.3 million and $0.1 million, respectively. The Company is subject to risks common to emerging companies in the medical device industry, including, but not limited to: new technological innovations; acceptance and competitiveness of its products; dependence on key personnel; dependence on key suppliers; dependence on third-party collaboration, license and joint development partners; changes in general economic conditions and interest rates; protection of proprietary technology; compliance with changing government regulations; uncertainty of widespread market acceptance of products; access to credit for capital purchases by customers; and product liability claims. Certain components used in manufacturing have relatively few alternative sources of supply and establishing additional or replacement suppliers for such components cannot be accomplished quickly. The inability of any of these suppliers to fulfill the Company’s supply requirements may negatively impact future operating results. |
Recent Accounting Standards | Recent Accounting Standards Effective January 1, 2021, the Company adopted, on a modified retrospective method of transition, the provisions of Accounting Standards Update No. 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) – Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (the “ASU”). The ASU is effective for public companies, other than smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, and for smaller reporting companies, which is the Company’s current classification, for fiscal years beginning after December 31, 2023. However, the ASU permits early adoption, no earlier than for fiscal years beginning after December 31, 2020, and the Company elected such early adoption. The ASU amends prior authoritative literature to reduce the number of accounting models for, among others, convertible debt instruments for which the embedded conversion features of such instruments had previously been required to be separated from the host contract. The Company determined that the conversion feature embedded in the Second Closing Note (see Note 6) was within the scope of the ASU. Accordingly, the discount originally recorded in connection with the issuance of the Second Closing Note and a corresponding amount recorded in additional paid-in capital, each in the amount of approximately $3.1 million at the date of issuance of the Second Closing Note, were reversed as of the date of adoption of the ASU. |
Reclassifications | Reclassifications The accompanying consolidated statement of operations for the year ended December 31, 2021 contains certain items formerly classified as service revenue that have been reclassified to product revenue. The accompanying consolidated statement of operations for the year ended December 31, 2020 has been conformed to the 2021 presentation. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue Recognition [Abstract] | |
Revenue from External Customers by Products and Services | Years Ended December 31, (in thousands) 2021 2020 Functional neurosurgery navigation and therapy Disposable products $ 7,696 $ 6,211 Services 375 — Subtotal – Functional neurosurgery navigation and therapy 8,071 6,211 Biologics and drug delivery Disposable products 3,353 1,528 Services 3,442 3,672 Subtotal – Biologics and drug delivery revenue 6,795 5,200 Capital equipment and software Systems and software products 864 1,093 Services 569 325 Subtotal – Capital equipment and software revenue 1,433 1,418 Total revenue $ 16,299 $ 12,829 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following as of December 31: (in thousands) 2021 2020 Raw materials and work in process $ 2,718 $ 1,485 Software licenses 210 193 Finished goods 2,010 1,560 Inventory included in current assets 4,938 3,238 Software licenses – non-current 519 589 $ 5,457 $ 3,827 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property and equipment consist of the following as of December 31: (in thousands) 2021 2020 Equipment $ 1,440 $ 1,173 Furniture and fixtures 112 112 Leasehold improvements 201 201 Computer equipment and software 150 150 Loaned systems 525 503 2,428 2,139 Less accumulated depreciation and amortization (1,889) (1,820) Total property and equipment, net $ 539 $ 319 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule Notes Payable Maturities | Scheduled principal payments as of December 31, 2021 with respect to notes payable are summarized as follows: Years ending December 31, (in thousands) 2025 $ 10,000 Total scheduled principal payments 10,000 Less unamortized discounts and financing costs (162) $ 9,838 |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Future Minimum Lease Payments | Years ending December 31, (in thousands) 2022 $ 544 2023 544 2024 472 2025 486 2026 500 Total minimum payments 2,546 Less: Discount to present value of lease payments (100) Discounted present value of lease payments $ 2,446 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Stock Option Activity | Stock option activity under all of the Company’s Plans as of and for the year ended December 31, 2021 is summarized below: Stock Options Weighted-average Weighted-average Remaining Contractual Life (in years) Intrinsic Value (in thousands) Outstanding at December 31, 2020 1,806,092 $ 7.12 Granted 128,399 $ 18.09 Exercised (563,476) $ 2.68 Forfeited or expired (20,542) $ 19.01 Outstanding at December 31, 2021 1,350,473 $ 10.10 6.43 $ 8,350 Exercisable at December 31, 2021 1,059,253 $ 10.05 5.76 $ 7,201 Vested and expected to vest at December 31, 2021 1,350,473 $ 10.10 6.43 $ 8,350 |
Schedule of Non-vested Stock Options | A summary of the status of the Company’s non-vested stock options for the year ended December 31, 2021 is presented below: Non-vested Stock Options Weighted - Average Nonvested, December 31, 2020 294,154 $ 2.09 Granted 128,399 $ 9.48 Vested (129,291) $ 2.01 Forfeited or expired (2,042) $ 5.85 Nonvested, December 31, 2021 291,220 $ 5.38 |
Schedule of Restricted Stock Awards Activity | Restricted Stock Award ("RSA") activity as of and for the year ended December 31, 2021 is summarized below: Restricted Stock Award Weighted - Average Outstanding, December 31, 2020 347,106 $ 3.66 Granted 185,932 $ 18.12 Vested (143,983) $ 4.40 Forfeited or expired (8,950) $ 5.36 Outstanding, December 31, 2021 380,105 $ 10.41 |
Schedule of Common Stock Warrant Activity | Common stock warrant activity for the year ended December 31, 2021 is as follows: Shares Weighted - Average Outstanding at January 1, 2020 5,532,267 $ 4.00 Exercised (2,163,042) 2.36 Terminated (286,238) 18.31 Outstanding at December 31, 2020 3,082,987 3.82 Exercised (2,023,190) 3.31 Terminated (390,890) 7.78 Outstanding at December 31, 2021 668,907 $ 2.97 Information regarding outstanding warrants at December 31, 2021 is as follows (contractual life expressed in years): Exercise Number Weighted-Average Intrinsic Value (in thousands) (1) $2.20 632,353 0.41 $ 5,704 $16.23 36,554 1.46 — 668,907 0.47 $ 5,704 (1) Intrinsic value is calculated as the estimated fair value of the Company’s stock at December 31, 2021 less the warrant exercise price of in-the-money warrants. |
Summary of Fair Value Assumptions | The fair value of each stock option is estimated on the date of grant using the Black-Scholes option-pricing model utilizing the following weighted average assumptions for options granted during the year ended December 31, 2021 and the following ranges for 2020: Years Ended December 31, 2021 2020 Risk-free interest rate 0.95% 0.34% - 0.49% Expected life (in years) 5.86 5.5 to 6.0 Estimated volatility 57.20% 56.05% - 57.00% Expected dividends None None Weighted-average grant date fair value $9.48 $2.22 The first offering period under the Purchase Plan commenced in July 2021. The fair value of the first purchase option under the Purchase Plan is estimated at the beginning of the purchase period using the Black-Scholes model utilizing the following assumptions: 2021 Risk-free interest rate 0.05% Expected life (in years) 0.5 Estimated volatility 57.82% Expected dividends None Fair value of purchase right $5.78 |
Summary of Share-Based Compensation Expense | The Company records share-based compensation expense on a straight-line basis over the related vesting period and recognizes forfeitures as they occur. The following table sets forth share-based compensation expense included in selling, general and administrative expense in the consolidated statements of operations: Years Ended December 31, (in thousands) 2021 2020 $2,078 $1,090 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | The tax effect of temporary differences and net operating losses that give rise to components of deferred income tax assets and liabilities consist of the following: Years Ended December 31, (in thousands) 2021 2020 Deferred income tax assets: Net operating loss carryforwards $ 26,379 $ 21,547 Share based compensation 2,083 2,118 Accrued expenses 860 841 Other 69 58 29,391 24,564 Less valuation allowance (29,324) (24,459) Total deferred income tax assets 67 105 Deferred tax liability - depreciation (67) (105) Net deferred tax assets $ — $ — |
Schedule of Components of Income Tax Expense (Benefit) | Years Ended December 31, (in thousands) 2021 2020 Income tax benefit at federal statutory rate $ (3,060) $ (1,420) Adjustments for tax effects of: State income tax, net of federal benefit (1,560) (388) Permanent adjustments 114 68 Other (9) 4 Share based compensation (1,999) (42) Net operating loss write-off 1,649 1,252 Paycheck Protection Program loan forgiveness — (188) Change in valuation allowance 4,865 714 Income tax expense $ — $ — |
Description of the Business a_2
Description of the Business and Financial Condition (Details) - USD ($) $ in Thousands | Feb. 23, 2021 | Dec. 29, 2020 | Jan. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Cumulative net loss | $ (133,932) | $ (119,522) | ||||
Cash used in operating activities | 12,697 | 7,807 | ||||
Secured convertible notes | 9,838 | 21,280 | ||||
Proceeds from issuance of common stock | 46,785 | $ 0 | ||||
Cumulative Earnings (Deficit) | $ 134,000 | |||||
2010 Secured Notes | ||||||
Repayments of notes payable | $ 3,700 | |||||
IPO | ||||||
Sale of stock, shares issued (in shares) | 2,127,660 | |||||
Proceeds from issuance of common stock | $ 46,800 | |||||
Security Purchase Agreement | 2020 Secured Notes | ||||||
Secured convertible notes | $ 17,500 | |||||
Long-term debt, term (in years) | 5 years | |||||
Proceeds from debt, net of issuance costs | $ 16,800 | |||||
Additional rights, principal amount | $ 5,000 | |||||
Security Purchase Agreement | Second Closing Note | ||||||
Increase in secured convertible notes | $ 7,500 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | |
Number of operating segments | segment | 1 | ||
Cash, uninsured amount | $ 48.4 | ||
Allowance for doubtful accounts | $ 0.1 | 0.3 | $ 0.1 |
Adjustments to additional paid in capital, convertible debt with conversion feature | 3.1 | ||
Unrecognized tax benefits, accrued interest or penalties | 0 | 0 | $ 0 |
Investor | Letter of Intent | |||
Service fees receivable, quarterly | $ 0.7 | ||
Accounts Receivable | Customer Concentration Risk | One Customer | |||
Concentration risk, percentage | 15.00% | 11.00% | |
Revenue Benchmark | Customer Concentration Risk | Investor | |||
Concentration risk, percentage | 18.00% | 28.00% | |
Minimum | |||
Estimated useful life (in years) | 5 years | ||
Maximum | |||
Estimated useful life (in years) | 7 years | ||
License Agreement Terms | |||
Payments to acquire productive assets | $ 0.6 | ||
Asset impairment charges | $ 0.1 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Revenue Recognition (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues | $ 16,299 | $ 12,829 |
Functional Neurosurgery Navigation and Therapy - Disposable Products | ||
Revenues | 7,696 | 6,211 |
Functional Neurosurgery Navigation and Therapy - Services | ||
Revenues | 375 | 0 |
Subtotal - Functional Neurosurgery Navigation and Therapy | ||
Revenues | 8,071 | 6,211 |
Biologics and Drug Delivery - Disposable Products | ||
Revenues | 3,353 | 1,528 |
Biologics and Drug Delivery - Services | ||
Revenues | 3,442 | 3,672 |
Subtotal - Biologics and Drug Delivery | ||
Revenues | 6,795 | 5,200 |
Capital Equipment and Software - Systems and Software Products | ||
Revenues | 864 | 1,093 |
Capital Equipment and Software - Services | ||
Revenues | 569 | 325 |
Subtotal - Capital Equipment and Software Revenue | ||
Revenues | $ 1,433 | $ 1,418 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Capital Equipment and Software-Related Service | ||
Deferred revenue | $ 300 | $ 500 |
Revenue, remaining performance obligation, amount | $ 800 | |
Revenue, remaining performance obligation, percentage | 67.00% | |
Software Service Agreement | ||
Unbilled accounts receivable | $ 40 | $ 100 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials and work in process | $ 2,718 | $ 1,485 |
Software licenses | 210 | 193 |
Finished goods | 2,010 | 1,560 |
Inventory included in current assets | 4,938 | 3,238 |
Software licenses – non-current | 519 | 589 |
Inventories, Total | $ 5,457 | $ 3,827 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 2,428 | $ 2,139 |
Less accumulated depreciation and amortization | (1,889) | (1,820) |
Total property and equipment, net | 539 | 319 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,440 | 1,173 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 112 | 112 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 201 | 201 |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 150 | 150 |
Loaned systems | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 525 | $ 503 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 0.1 | $ 0.1 |
Notes Payable - Schedule Notes
Notes Payable - Schedule Notes Payable Maturities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2025 | $ 10,000 |
Total scheduled principal payments | 10,000 |
Less unamortized discounts and financing costs | (162) |
Total | $ 9,838 |
Notes Payable - Narrative (Deta
Notes Payable - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 03, 2021 | May 31, 2021 | Dec. 31, 2021 | Nov. 30, 2021 | Dec. 31, 2020 | Dec. 29, 2020 | Jan. 29, 2020 |
Debt Instrument [Line Items] | |||||||
Secured convertible notes | $ 9,838 | $ 21,280 | |||||
Debt related commitment fees and debt issuance costs | $ 200 | ||||||
Junior Subordinated Debt | |||||||
Debt Instrument [Line Items] | |||||||
Payments for accrued interest | 900 | ||||||
Repayments of secured debt | 2,800 | ||||||
SBA's Payroll Protection Program | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds received through a loan funded under the PPP | 900 | ||||||
Security Purchase Agreement | Convertible Debt | 2020 Convertible Notes | Investor | |||||||
Debt Instrument [Line Items] | |||||||
Secured convertible notes | $ 10,000 | ||||||
Debt instrument, convertible, conversion price (in usd per share) | $ 6 | ||||||
Security Purchase Agreement | Convertible Debt | First Closing Notes | |||||||
Debt Instrument [Line Items] | |||||||
Secured convertible notes | $ 200 | 400 | |||||
Debt instrument, convertible, conversion price (in usd per share) | $ 6 | ||||||
Debt instrument, face amount | $ 17,500 | ||||||
Debt conversion, conversion amount | 7,500 | ||||||
Accrued interest in conversion of debt | $ 40 | ||||||
Debt conversion, shares issued (in shares) | 1,256,143,000 | ||||||
Security Purchase Agreement | Convertible Debt | Second Closing Note | |||||||
Debt Instrument [Line Items] | |||||||
Secured convertible notes | $ 3,100 | ||||||
Debt conversion, shares issued (in shares) | 773,446,000 | ||||||
Additional rights, principal amount | 5,000 | ||||||
Amount of accrued and paid-in kind interest included in converted debt | $ 300 | ||||||
Share price (in usd per share) | $ 14.34 | ||||||
Security Purchase Agreement | Convertible Debt | Third Closing Note | |||||||
Debt Instrument [Line Items] | |||||||
Additional rights, principal amount | $ 10,000 | ||||||
Security Purchase Agreement Amended | Convertible Debt | Second Closing Note | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, convertible, conversion price (in usd per share) | $ 10,140 | ||||||
Debt instrument, face amount | $ 7,500 | $ 7,500 | $ 7,500 | ||||
Cash interest rate | 2.00% | ||||||
Payment-in-kind interest rate | 5.00% |
Commitments - Schedule of Futur
Commitments - Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2022 | $ 544 |
2023 | 544 |
2024 | 472 |
2025 | 486 |
2026 | 500 |
Total minimum payments | 2,546 |
Less: Discount to present value of lease payments | (100) |
Discounted present value of lease payments | $ 2,446 |
Commitments - Narrative (Detail
Commitments - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating lease, weighted average remaining lease term | 4 years 9 months | |
Operating lease, weighted average discount rate, percent | 8.60% | |
Lease, cost | $ 0.5 | $ 0.2 |
Office Lease - Irvine, California | ||
Lessee, operating lease, term of contract | 5 years | |
Lessee, operating lease, renewal term | 5 years | |
Office Lease - Solana Beach, California | ||
Lessee, operating lease, term of contract | 5 years |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Outstanding at beginning (in shares) | shares | 1,806,092 |
Granted (in shares) | shares | 128,399 |
Exercised (in shares) | shares | (563,476) |
Forfeited or expired (in shares) | shares | (20,542) |
Outstanding at ending (in shares) | shares | 1,350,473 |
Exercisable at ending (in shares) | shares | 1,059,253 |
Vested and expected to vest at ending (in shares) | shares | 1,350,473 |
Weighted-average Exercise price per share | |
Outstanding at beginning (in usd per share) | $ / shares | $ 7.12 |
Granted (in used per share) | $ / shares | 18.09 |
Exercised (in usd per share) | $ / shares | 2.68 |
Forfeited and expired (in usd per share) | $ / shares | 19.01 |
Outstanding at ending (in usd per share) | $ / shares | 10.10 |
Exercisable at ending (in usd per share) | $ / shares | 10.05 |
Vested and expected to vest (in usd per share) | $ / shares | $ 10.10 |
Weighted-average Remaining Contractual Life (in years) | |
Outstanding at ending (in years) | 6 years 5 months 4 days |
Exercisable at ending (in years) | 5 years 9 months 3 days |
Vested and expected to vest (in years) | 6 years 5 months 4 days |
Intrinsic value, outstanding | $ | $ 8,350 |
Intrinsic value, exercisable | $ | 7,201 |
Intrinsic value, vested and expected to vest | $ | $ 8,350 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Non-vested Stock Options (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Balance at beginning (in shares) | 294,154 | |
Granted (in shares) | 128,399 | |
Vested (in shares) | (129,291) | |
Forfeited or expired (in shares) | (2,042) | |
Balance at ending (in shares) | 291,220 | 294,154 |
Weighted - Average Grant Date Fair Value | ||
Balance at beginning (in usd per share) | $ 2.09 | |
Granted (in usd per share) | 9.48 | $ 2.22 |
Vested (in usd per share) | 2.01 | |
Forfeited or expired (in usd per share) | 5.85 | |
Balance at ending (in usd per share) | $ 5.38 | $ 2.09 |
Stockholders' Equity - Schedu_3
Stockholders' Equity - Schedule of Restricted Stock Award Activity (Details) - Restricted Stock | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Restricted Stock Award | |
Outstanding at beginning (in shares) | shares | 347,106 |
Granted (in shares) | shares | 185,932 |
Vested (in shares) | shares | (143,983) |
Forfeited or expired (in shares) | shares | (8,950) |
Outstanding at ending (in shares) | shares | 380,105 |
Weighted - Average Grant Date Fair Value | |
Outstanding at beginning (in usd per share) | $ / shares | $ 3.66 |
Granted (in usd per share) | $ / shares | 18.12 |
Vested (in usd per share) | $ / shares | 4.40 |
Forfeited or expired (in usd per share) | $ / shares | 5.36 |
Outstanding at ending (in usd per share) | $ / shares | $ 10.41 |
Stockholders' Equity - Schedu_4
Stockholders' Equity - Schedule of Common Stock Warrant Activity (Details) - Common Stock Warrants - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Restricted Stock Award | ||
Outstanding at beginning (in shares) | 3,082,987 | 5,532,267 |
Exercised (in shares) | (2,023,190) | (2,163,042) |
Terminated (in shares) | (390,890) | (286,238) |
Outstanding at ending (in shares) | 668,907 | 3,082,987 |
Weighted - Average Grant Date Fair Value | ||
Outstanding at beginning (in usd per share) | $ 3.82 | $ 4 |
Exercised (in usd per share) | 3.31 | 2.36 |
Terminated (in usd per share) | 7.78 | 18.31 |
Outstanding at ending (in usd per share) | $ 2.97 | $ 3.82 |
Outstanding Warrants | ||
Number Outstanding | 668,907 | |
Weighted-Average Remaining Contractual Life | 5 months 19 days | |
Intrinsic value | $ 5,704 | |
Minimum | ||
Outstanding Warrants | ||
Exercise Price | $ 2.20 | |
Number Outstanding | 632,353 | |
Weighted-Average Remaining Contractual Life | 4 months 28 days | |
Intrinsic value | $ 5,704 | |
Maximum | ||
Outstanding Warrants | ||
Exercise Price | $ 16.23 | |
Number Outstanding | 36,554 | |
Weighted-Average Remaining Contractual Life | 1 year 5 months 15 days | |
Intrinsic value | $ 0 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Fair Value Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 0.95% | |
Expected life (in years) | 5 years 10 months 9 days | |
Estimated volatility | 57.20% | |
Weighted-average grant date fair value | $ 9.48 | $ 2.22 |
Employee Stock Purchase Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 0.05% | |
Expected life (in years) | 6 months | |
Estimated volatility | 57.82% | |
Weighted-average grant date fair value | $ 5.78 | |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 0.34% | |
Expected life (in years) | 5 years 6 months | |
Estimated volatility | 56.05% | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 0.49% | |
Expected life (in years) | 6 years | |
Estimated volatility | 57.00% |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Share Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Disclosure [Abstract] | ||
Selling, general, and administrative | $ 2,078 | $ 1,090 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 03, 2021 | Feb. 23, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 02, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Proceeds from public offering of common stock, net of offering costs | $ 46,785 | $ 0 | |||
Share-based payment award, options, outstanding, number (in shares) | 1,350,473 | 1,806,092 | |||
Weighted-average grant date fair value | $ 9.48 | $ 2.22 | |||
Purchase plan, shares purchased (in shares) | 22,918 | ||||
Vested (in usd per share) | $ 2.01 | ||||
Unrecognized compensation expense | $ 1,200 | ||||
Period of recognition for unrecognized compensation expense | 1 year 10 months 24 days | ||||
Share-based compensation | $ 100 | ||||
Non-vested Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted-average grant date fair value | $ 9.48 | $ 2.22 | |||
Intrinsic value of stock options exercised | $ 11,400 | $ 300 | |||
Grant-date fair value of stock options vested | 300 | 400 | |||
Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value of RSAs vested | 600 | $ 500 | |||
Unrecognized compensation expense | $ 3,100 | ||||
Period of recognition for unrecognized compensation expense | 2 years 2 months 12 days | ||||
Restricted Stock | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years | ||||
Restricted Stock | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||
IPO | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Sale of stock, shares issued (in shares) | 2,127,660 | ||||
Common stock initially offered at public offering | 1,850,140 | ||||
Sale of stock, price per share (in usd per share) | $ 23.50 | ||||
Shares sold pursuant to exercise of underwriters option (in shares) | 277,520 | ||||
Price per share for underwriters option to purchase (in usd per share) | $ 22.09 | ||||
Proceeds from public offering of common stock, net of offering costs | $ 46,800 | ||||
Amended and Restated 2013 Incentive Compensation Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock, capital shares reserved for future issuance (in shares) | 2,956,250 | ||||
Share-based payment award, options, outstanding, number (in shares) | 1,180,932 | ||||
Share-based compensation, number of shares available for grant | 718,384 | ||||
Third Amended and Restated 2013 Incentive Compensation Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock, capital shares reserved for future issuance (in shares) | 1,000,000 | ||||
Employee Stock Purchase Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation, number of shares available for grant | 400,000 | 377,082 | |||
Weighted-average grant date fair value | $ 5.78 | ||||
Purchase plan, purchase price of common stock, percent of fair value | 85.00% | ||||
Purchase plan, maximum employee subscription rate | 15.00% | ||||
Purchase plan, maximum purchase value during offering period, per employee | $ 25 | ||||
Purchase plan, maximum number of shares per employee (in shares) | 3,500 | ||||
Purchase plan offering period length | 6 months | ||||
Purchase plan, per share weighted average price of shares purchased (in usd per share) | $ 9.78 | ||||
Director | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock issued during period, shares, issued for services (in shares) | 6,386 | 28,039 | |||
Stock issued during period, value, issued for services | $ 100 | $ 100 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit at federal statutory rate | $ (3,060) | $ (1,420) |
State income tax, net of federal benefit | (1,560) | (388) |
Permanent adjustments | 114 | 68 |
Other | (9) | 4 |
Share based compensation | (1,999) | (42) |
Net operating loss write-off | 1,649 | 1,252 |
Paycheck Protection Program loan forgiveness | 0 | (188) |
Change in valuation allowance | 4,865 | 714 |
Income tax expense | $ 0 | $ 0 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Components of Deferred Tax Assets [Abstract] | ||
Deferred Tax Assets, Operating Loss Carryforwards | $ 26,379 | $ 21,547 |
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost | 2,083 | 2,118 |
Accrued expenses | 860 | 841 |
Deferred Tax Assets, Other | 69 | 58 |
Deferred income tax assets (liabilities), gross | 29,391 | 24,564 |
Less valuation allowance | (29,324) | (24,459) |
Total deferred income tax assets | 67 | 105 |
Deferred tax liability, depreciation | (67) | (105) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Percentage of valuation allowance | 100.00% | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 4,800 | $ 700 |
Deferred Tax Assets, Valuation Allowance | 29,324 | 24,459 |
Income Tax Expense (Benefit) | 0 | $ 0 |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards | 106,000 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards | $ 57,000 |