Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 28, 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 | 001-39430 | ||
Entity Registrant Name | ACUTUS MEDICAL, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 45-1306615 | ||
Entity Address, Address Line One | 2210 Faraday Ave. | ||
Entity Address, Address Line Two | Suite 100 | ||
Entity Address, City or Town | Carlsbad | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92008 | ||
City Area Code | 442 | ||
Local Phone Number | 232-6080 | ||
Title of 12(b) Security | Common stock, par value $0.001 per share | ||
Trading Symbol | AFIB | ||
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 | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 304.1 | ||
Entity Common Stock, Shares Outstanding | 28,279,065 | ||
Documents Incorporated by Reference | Part III of this Annual Report on Form 10-K incorporates certain information by reference from the definitive proxy statement for the Registrant’s 2022 Annual Meeting of Stockholders to be filed within 120 days of the Registrant’s fiscal year ended December 31, 2021 (the “Proxy Statement”). Except with respect to information specifically incorporated by reference in this Form 10-K, the Proxy Statement is not deemed to be filed as part of this Form 10-K. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001522860 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | KPMG LLP |
Auditor Location | San Diego, California |
Auditor Firm ID | 185 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 24,071 | $ 25,234 |
Marketable securities, short-term | 76,702 | 105,839 |
Restricted cash | 150 | 150 |
Accounts receivable | 3,633 | 2,160 |
Inventory | 16,408 | 12,958 |
Prepaid expenses and other current assets | 5,326 | 5,047 |
Total current assets | 126,290 | 151,388 |
Marketable securities, long-term | 7,120 | 8,726 |
Property and equipment, net | 13,670 | 12,356 |
Right-of-use asset, net | 4,521 | 1,669 |
Intangible assets, net | 5,013 | 5,653 |
Goodwill | 12,026 | 12,026 |
Other assets | 1,152 | 717 |
Total assets | 169,792 | 192,535 |
Current liabilities: | ||
Accounts payable | 7,519 | 8,266 |
Accrued liabilities | 9,096 | 7,308 |
Contingent consideration, short-term | 1,500 | 5,400 |
Operating lease liabilities, short-term | 395 | 933 |
Total current liabilities | 18,510 | 21,907 |
Operating lease liabilities, long-term | 4,591 | 1,134 |
Long-term debt | 40,415 | 39,011 |
Contingent consideration, long-term | 500 | 3,900 |
Other long-term liabilities | 50 | 0 |
Total liabilities | 64,066 | 65,952 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity | ||
Preferred stock, $0.001 par value; 5,000,000 shares authorized December 31, 2021 and 2020; 6,666 shares of preferred stock, designated as Series A Common Equivalent Preferred Stock, are issued and outstanding as of December 31, 2021, no shares issued and outstanding as of December 31, 2020 | 0 | 0 |
Common stock, $0.001 par value; 260,000,000 shares authorized as of December 31, 2021 and 2020; 27,957,223 and 27,991,425 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 28 | 28 |
Additional paid-in capital | 584,613 | 487,290 |
Accumulated deficit | (478,698) | (361,015) |
Accumulated other comprehensive (loss) income | (217) | 280 |
Total stockholders' equity | 105,726 | 126,583 |
Total liabilities and stockholders' equity | $ 169,792 | $ 192,535 |
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 dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 6,666 | 0 |
Preferred stock, shares outstanding (in shares) | 6,666 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 260,000,000 | 260,000,000 |
Common stock, shares issued (in shares) | 27,957,223 | 27,991,425 |
Common stock, shares outstanding (in shares) | 27,957,223 | 27,991,425 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Revenue | $ 17,263 | $ 8,464 |
Costs and operating expenses: | ||
Cost of products sold | 32,925 | 15,889 |
Research and development | 36,683 | 33,454 |
Selling, general and administrative | 63,523 | 50,357 |
Change in fair value of contingent consideration | (3,746) | 97 |
Total costs and operating expenses | 129,385 | 99,797 |
Loss from operations | (112,122) | (91,333) |
Other income (expense): | ||
Change in fair value of warrant liability | 0 | (5,555) |
Interest income | 116 | 436 |
Interest expense | (5,677) | (5,506) |
Total other expense, net | (5,561) | (10,625) |
Loss before income taxes | (117,683) | (101,958) |
Income tax expense | 0 | 23 |
Net loss | (117,683) | (101,981) |
Other comprehensive income (loss): | ||
Unrealized loss on marketable securities | (37) | (53) |
Foreign currency translation adjustment | (460) | 363 |
Comprehensive loss | $ (118,180) | $ (101,671) |
Net loss per common share, basic (in dollars per share) | $ (4.11) | $ (8.94) |
Net loss per common share, diluted (in dollars per share) | $ (4.11) | $ (8.94) |
Weighted average shares outstanding, basic (in shares) | 28,654,313 | 11,407,542 |
Weighted average shares outstanding, diluted (in shares) | 28,654,313 | 11,407,542 |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Series A Convertible Preferred Stock | Series B Convertible Preferred Stock | Series C Convertible Preferred Stock | Series D Convertible Preferred Stock |
Balance at beginning of period (in shares) at Dec. 31, 2019 | 391,210 | 3,088,444 | 4,499,921 | 8,200,297 | ||||||
Balance at beginning of period at Dec. 31, 2019 | $ 3,059 | $ 40,685 | $ 74,575 | $ 135,039 | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Issuance of Series D convertible preferred stock for the Biotronik Asset Purchase (in shares) | 273,070 | |||||||||
Issuance of Series D convertible preferred stock for the Biotronik Asset Purchase | $ 5,000 | |||||||||
Issuance of Series D convertible preferred stock for the contingent consideration related to the Rhythm Xience Acquisition (in shares) | 119,993 | |||||||||
Issuance of Series D convertible preferred stock for the contingent consideration related to the Rhythm Xience Acquisition | $ 2,197 | |||||||||
Conversion of convertible preferred stock into common stop upon IPO (in shares) | (391,210) | (3,088,444) | (4,499,921) | (8,593,360) | ||||||
Conversion of convertible preferred stock into common stock upon IPO | $ (3,059) | $ (40,685) | $ (74,575) | $ (142,236) | ||||||
Balance at end of period (in shares) at Dec. 31, 2020 | 0 | 0 | 0 | 0 | ||||||
Balance at end of period at Dec. 31, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||
Balance at beginning of period (in shares) at Dec. 31, 2019 | 695,902 | |||||||||
Balance at beginning of period at Dec. 31, 2019 | $ (225,811) | $ 1 | $ 33,252 | $ (259,034) | $ (30) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Unrealized loss on marketable securities | (53) | (53) | ||||||||
Foreign currency translation adjustment | 363 | 363 | ||||||||
Exchange of common stock for Series A Common Equivalent Preferred Stock (in shares) | 16,572,935 | |||||||||
Exchange of common stock for Series A Common Equivalent Preferred Stock | 260,555 | $ 17 | 260,538 | |||||||
Issuance of common stock for cash, net of issuance cost of $16,361 (in shares) | 10,147,058 | |||||||||
Issuance of common stock for cash, net of issuance costs of $16,361 | 166,286 | $ 10 | 166,276 | |||||||
Reclassification of warrant liability to stockholders' equity | $ 14,474 | 14,474 | ||||||||
Stock option exercises (in shares) | 172,312 | 124,938 | ||||||||
Stock option exercises | $ 634 | 634 | ||||||||
Stock-based compensation (in shares) | 319,420 | |||||||||
Stock-based compensation | 12,103 | 12,103 | ||||||||
Employee stock purchase plan shares issued (in shares) | 0 | |||||||||
Warrant exercises (in shares) | 131,172 | |||||||||
Warrant exercises | 13 | 13 | ||||||||
Net loss | (101,981) | (101,981) | ||||||||
Balance at end of period (in shares) at Dec. 31, 2020 | 0 | 27,991,425 | ||||||||
Balance at end of period at Dec. 31, 2020 | 126,583 | $ 0 | $ 28 | 487,290 | (361,015) | 280 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Unrealized loss on marketable securities | (37) | (37) | ||||||||
Foreign currency translation adjustment | (460) | (460) | ||||||||
Exchange of common stock for Series A Common Equivalent Preferred Stock (in shares) | 6,666 | (6,665,841) | ||||||||
Exchange of common stock for Series A Common Equivalent Preferred Stock | 0 | $ (6) | 6 | |||||||
Issuance of common stock for cash, net of issuance costs of $5,893 (in shares) | 6,325,000 | |||||||||
Issuance of common stock for cash, net of issuance costs of $5,893 | $ 82,657 | $ 6 | 82,651 | |||||||
Stock option exercises (in shares) | 111,804 | 111,804 | ||||||||
Stock option exercises | $ 711 | 711 | ||||||||
Stock-based compensation (in shares) | 134,236 | |||||||||
Stock-based compensation | 13,515 | 13,515 | ||||||||
Employee stock purchase plan shares issued (in shares) | 33,641 | |||||||||
Employee stock purchase plan shares issued | 440 | 440 | ||||||||
Warrant exercises (in shares) | 26,958 | |||||||||
Warrant exercises | 0 | |||||||||
Net loss | (117,683) | (117,683) | ||||||||
Balance at end of period (in shares) at Dec. 31, 2021 | 6,666 | 27,957,223 | ||||||||
Balance at end of period at Dec. 31, 2021 | $ 105,726 | $ 0 | $ 28 | $ 584,613 | $ (478,698) | $ (217) |
Consolidated Statements of Co_2
Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||
Issuance costs | $ 5,893 | $ 16,361 |
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 | $ (117,683) | $ (101,981) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 5,754 | 2,763 |
AcQMap Systems converted to sales | 2,182 | 0 |
Sales-type lease loss | 28 | 0 |
Amortization of intangible assets | 640 | 457 |
Non-cash stock-based compensation expense | 13,754 | 12,103 |
Amortization of premiums/(accretion of discounts) on marketable securities, net | 1,277 | 484 |
Amortization of debt issuance costs | 1,404 | 767 |
Amortization of right-of-use assets | 496 | 684 |
Change in fair value of warrant liability | 0 | 5,555 |
Change in fair value of contingent consideration | (3,746) | 97 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,473) | (1,897) |
Inventory | (3,872) | (3,891) |
Prepaid expenses and other current assets | 1,133 | (3,383) |
Other assets | 304 | (622) |
Accounts payable | (871) | 2,283 |
Accrued liabilities | 1,549 | 2,232 |
Operating lease liabilities | (608) | (820) |
Other long-term liabilities | 50 | 0 |
Net cash used in operating activities | (99,682) | (85,169) |
Cash flows from investing activities | ||
Purchases of available-for-sale marketable securities | (87,258) | (114,694) |
Sales of available-for-sale marketable securities | 8,590 | 17,095 |
Maturities of available-for-sale marketable securities | 107,707 | 45,000 |
Purchases of property and equipment | (9,973) | (11,225) |
Net cash provided by (used in) investing activities | 19,066 | (63,824) |
Cash flows from financing activities | ||
Payment of deferred offering costs | (580) | 0 |
Payment of contingent consideration | (3,435) | (2,500) |
Payment of contingent consideration into escrow | (224) | 0 |
Proceeds from employee stock purchase plan | 440 | 0 |
Proceeds from warrants exercises | 0 | 13 |
Proceeds from issuance of common stock, net of issuance costs | 82,657 | 166,286 |
Proceeds from stock options exercises | 711 | 634 |
Net cash provided by financing activities | 79,569 | 164,433 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (116) | 342 |
Net change in cash, cash equivalents and restricted cash | (1,163) | 15,782 |
Cash, cash equivalents and restricted cash, at the beginning of the period | 25,384 | 9,602 |
Cash, cash equivalents and restricted cash, at the end of the period | 24,221 | 25,384 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 4,259 | 4,676 |
Supplemental disclosure of noncash investing and financing activities: | ||
Issuance of Series D convertible preferred stock for Biotronik asset purchase | 0 | 5,000 |
Issuance of Series D convertible preferred stock for Rhythm Xience Acquisition | 0 | 2,197 |
Change in unrealized loss on marketable securities | 37 | 53 |
Right-of-use assets exchanged for operating lease liabilities | 3,527 | 0 |
Accrued licensed intangibles assets | 0 | 2,000 |
Change in unpaid purchases of property and equipment | 124 | 101 |
Unpaid deferred offering costs | 0 | 643 |
Net book value of AcQMap System sales-type leases | 1,104 | 0 |
Conversion of convertible preferred stock into common stock upon IPO | 0 | 260,555 |
Reclassification of warrant liability to additional paid-in capital | $ 0 | $ 14,474 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Acutus Medical, Inc. (the “Company”) is an arrhythmia management company focused on improving the way cardiac arrhythmias are diagnosed and treated. The Company designs, manufactures and markets a range of tools for catheter-based ablation procedures to treat various arrhythmias. The Company’s product portfolio includes novel access sheaths, transseptal crossing tools, diagnostic and mapping catheters, ablation catheters, mapping and imaging consoles and accessories, as well as supporting algorithms and software programs. The Company was incorporated in the state of Delaware on March 25, 2011, and is located in Carlsbad, California. Liquidity and Capital Resources The Company has limited revenue, has incurred significant operating losses and negative cash flows from operations since its inception, and anticipates that it will incur significant losses for at least the next several years. As of December 31, 2021 and 2020, the Company had cash, cash equivalents and marketable securities of $107.9 million and $139.8 million, respectively. For the years ended December 31, 2021 and 2020, net losses were $117.7 million and $102.0 million, respectively, and net cash used in operating activities was $99.7 million and $85.2 million respectively. As of December 31, 2021 and 2020, the Company had an accumulated deficit of $478.7 million and $361.0 million, respectively, and working capital of $107.8 million and $129.5 million, respectively. Prior to the Company’s initial public offering (“IPO”) in August 2020, operations had been financed primarily by aggregate net proceeds from the sale of convertible preferred stock and principal of converted debt of $253.9 million, as well as other indebtedness. On August 10, 2020, the Company issued 10,147,058 shares of common stock in its IPO, which included 1,323,529 shares of common stock issued upon the exercise in full by the underwriters of an option to purchase additional shares of common stock, at the public offering price less underwriting discounts and commissions. The price to the public was $18.00 per share, for net proceeds of $166.3 million. In July 2021, the Company issued 6,325,000 shares of common stock in a public offering, which included 825,000 shares of common stock issued upon the underwriter’s exercise in full of an option to purchase additional shares of common stock. The price to the public for each share was $14.00. The Company received gross proceeds of $88.6 million from the offering. Net of underwriting discounts and commission and other offering expenses, the Company received proceeds of $82.7 million from the offering. With the closing of the Company’s IPO in August 2020, the follow on offering in July 2021 and the January 2022 reduction in force, management believes the Company’s current cash, cash equivalents and marketable securities are sufficient to fund operations for at least the next 12 months. Under Accounting Standard Codification (“ASC”) Subtopic 205-40, Presentation of Financial Statements—Going Concern (“ASC 205-40”), the Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about its ability to meet its future financial obligations as they become due within one year after the date that the consolidated financial statements are issued. As required under ASC 205-40, management’s evaluation should initially not take into consideration the potential mitigating effects of management’s plans that have not been fully implemented as of the date the consolidated financial statements are issued. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. Substantial Doubt Raised In performing the first step of the evaluation, the Company concluded that the following conditions raised substantial doubt about its ability to continue as a going concern: • History of net losses of $117.7 million and $102.0 million for the years ended December 31, 2021 and December 31, 2020, respectively; • Accumulated deficit of $478.7 million and $361.0 million as of December 31, 2021 and December 31, 2020, respectively; • Disruptions in elective procedure volumes related to unanticipated impacts from COVID-19; and • History of negative gross margins. Consideration of Management’s Plans In performing the second step of this assessment, the Company is required to evaluate whether it is probable that its plans will be effectively implemented within one year after the consolidated financial statements are issued and whether it is probable those plans will alleviate the substantial doubt about its ability to continue as a going concern. The Company has identified several potential actions to strengthen liquidity and optimize resources in the event actual results and other planned activities differ materially from projections. The Company is prepared to rapidly implement these actions as required by business and market conditions. These actions would improve the available cash balances, liquidity and cash flows generated from operations over the twelve-month period from the date the consolidated financial statements are issued, as follows: • Reduction in force that would be intended to extend the cash runway necessary to fund operations; • Total compensation reductions for senior executives to strengthen liquidity and to preserve key research and development, commercial and functional roles; • Identification of efficiencies within corporate functions to reduce certain external consulting and business support spend; and • Deferral and reprioritization of certain research and development programs that would involve reduced program and headcount spend. Management Assessment of Ability to Continue as a Going Concern The Company has a history of operating losses and negative cash flows from operations. However, despite these conditions, the Company believes management’s plans, as described more fully above, will provide sufficient liquidity to meet its financial obligations and maintain levels of liquidity as specifically required under the 2019 Credit Agreement, as defined below. Therefore, management concluded these plans alleviate the substantial doubt that was raised about the Company’s ability to continue as a going concern for at least twelve months from the date that the consolidated financial statements were issued. Future Plans and Considerations Although not considered for purposes of the Company’s assessment of whether substantial doubt was alleviated, the Company has retained several specialized third-party consultants and advisors to review its strategy as well as a range of options to fund the long-term growth of the Company, including non-dilutive financing, partnerships, licensing, and distribution agreements. The Company’s plans are subject to inherent risks and uncertainties, which become significantly magnified when the effects of the current pandemic and related financial crisis are included in the assessment. Accordingly, there can be no assurance that the Company’s plans can be effectively implemented and, therefore, that the conditions can be effectively mitigated. The Company may need to raise additional funds through the issuance of debt and/or equity securities or otherwise. Until such time, if ever, that the Company can generate revenue sufficient to achieve profitability, the Company expects to finance its operations through equity or debt financings, which may not be available to the Company on the timing needed or on terms that the Company deems to be favorable. To the extent that the Company raises additional capital through the sale of equity or convertible debt securities, the ownership interest of its stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of common stockholders. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting the Company’s ability to take specific actions, such as incurring additional debt, making acquisitions or capital expenditures or declaring dividends. If the Company is unable to maintain sufficient financial resources, its business, financial condition and results of operations will be materially and adversely affected. The Company may be required to delay, limit, reduce or terminate its product discovery and development activities or future commercialization efforts. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Principles of Consolidation The consolidated financial statements include the accounts of Acutus Medical, Inc. and its wholly-owned subsidiary Acutus Medical NV (“Acutus NV”), which was incorporated under the laws of Belgium in August 2013. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates and Assumptions The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and disclosures of contingent assets and liabilities. The most significant estimates and assumptions in the Company’s consolidated financial statements include, but are not limited to, revenue recognition, useful lives of intangible assets, assessment of impairment of goodwill, measurement of operating lease liabilities, and the fair value of common stock, stock options, warrants, intangible assets, contingent consideration and goodwill. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenue and expenses that are not readily apparent from other sources. Actual results could differ from those estimates. Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business in one operating segment. Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. All of the Company’s cash equivalents have liquid markets and high credit ratings. The Company maintains its cash in bank deposits and other accounts, the balances of which, at times and as of December 31, 2021 and 2020, exceeded federally insured limits. Restricted cash serves as collateral for the Company’s corporate credit card program. The following table reconciles cash and restricted cash in the consolidated balance sheets to the totals shown on the consolidated statements of cash flows (in thousands). December 31, 2021 December 31, 2020 Cash and cash equivalents $ 24,071 $ 25,234 Restricted cash 150 150 Total cash, cash equivalents and restricted cash $ 24,221 $ 25,384 Marketable Securities The Company considers its debt securities to be available-for-sale securities. Available-for-sale securities are initially classified as cash equivalents, short-term marketable securities or long-term marketable securities based on the maturity date at time of purchase and their availability to meet current operating requirements. Marketable securities that mature in three months or less from the date of purchase are classified as cash equivalents. Marketable securities, excluding cash equivalents, that mature in one year or less are classified as short-term available-for-sale securities and are reported as a component of current assets. Securities that are classified as available-for-sale are measured at fair value with temporary unrealized gains and losses reported in other comprehensive loss, and as a component of stockholders’ equity (deficit) until their disposition or maturity. See “Fair Value Measurements” below. The Company reviews all available-for-sale securities at each period end to determine if they remain available-for-sale based on the Company’s current intent and ability to sell the security if it is required to do so. Realized gains and losses from the sale of marketable securities, if any, are calculated using the specific-identification method. Marketable securities are subject to a periodic impairment review. The Company may recognize an impairment charge when a decline in the fair value of investments below the cost basis is determined to be other-than-temporary. In determining whether a decline in market value is other-than-temporary, various factors are considered, including the cause, duration of time and severity of the impairment, any adverse changes in the investees’ financial condition and the Company’s intent and ability to hold the security for a period of time sufficient to allow for an anticipated recovery in market value. Declines in value judged to be other-than-temporary are included in the Company’s consolidated statements of operations and comprehensive loss. The Company did not record any other-than-temporary impairments related to marketable securities in the Company’s consolidated statements of operations and comprehensive loss for the years ended December 31, 2021 or 2020. Concentrations of Credit Risk and Off-Balance Sheet Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash, cash equivalents, restricted cash, accounts receivable and marketable securities. Cash and restricted cash are maintained in accounts with financial institutions, which, at times may exceed the Federal depository insurance coverage of $0.25 million. The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. The Company’s marketable securities portfolio consists of investments in money market funds, commercial paper, U.S. treasury securities, Yankee debt securities, supranational, asset-backed securities and short-term high credit quality corporate debt securities. Revenue from Contracts with Customers The Company accounts for revenue earned from contracts with customers under ASC 606, Revenue from Contracts with Customers (“ASC 606”), and ASC 842, Leases (“ASC 842”). The core principle of ASC 606 is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: • Step 1: Identify the contract with the customer. • Step 2: Identify the performance obligations in the contract. • Step 3: Determine the transaction price. • Step 4: Allocate the transaction price to the performance obligations in the contract. • Step 5: Recognize revenue when, or as, the company satisfies a performance obligation. ASC 842 provides guidance on determining if an agreement contains a lease. ASC 842 defines a lease as a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. For new customers, the Company places its medical diagnostic equipment, AcQMap System, at customer sites under evaluation agreements and generates revenue from the sale of disposable products used with the AcQMap System. Disposable products primarily include AcQMap Catheters and AcQGuide Steerable Sheaths. Outside of the U.S., the Company also has the Qubic Force Device which generates revenue from the sale of the AcQBlate FORCE Ablation Catheters. The Company provides the disposable products in exchange for consideration, which occurs when a customer submits a purchase order and the Company provides disposables at the agreed upon prices in the invoice. Generally, customers purchase disposable products using separate purchase orders after the equipment has been provided to the customer for free with no binding agreement or requirement to purchase any disposable products. The Company has elected the practical expedient and accounting policy election to account for the shipping and handling as activities to fulfill the promise to transfer the disposable products and not as a separate performance obligation. The Company sells the AcQMap System to customers along with software updates on a when-and-if-available basis, as well as the Qubic Force Device and a transseptal crossing line of products which can be used in a variety of heart procedures and does not need to be accompanied with an AcQMap System or Qubic Force Device. Included in the transseptal crossing line of products are primarily the AcQRef introducer sheath, the AcQGuide sheaths and the AcQCross Transseptal Dilator/Needle. The Company also enters into deferred equipment agreements that are generally structured such that the Company agrees to provide an AcQMap System at no up-front charge, with title of the device transferring to the customer at the end of the contract term, in exchange for the customer’s commitment to purchase disposables at a specified price over the term of the agreement, which generally ranges from two consideration allocated to the lease. The lease asset will be reduced by payments for minimum disposable purchases that are allocated to the lease. Lastly, the Company enters into short-term operating leases, for the rental of the system after an evaluation. These lease agreements impose no requirement on the customer to purchase the equipment and the equipment is not transferred to the customer at the end of the lease term. The short-term nature of the lease agreements does not result in lease payments accumulating to an amount that equals the value of the equipment nor is the lease term reflective of the economic life of the equipment. The Company’s contracts primarily include fixed consideration. Generally, there are no discounts, rebates, returns or other forms of variable consideration. Customers are generally required to pay within 30 to 60 days. The delivery of disposable products are performance obligations satisfied at a point in time. The disposable products are shipped Free on Board (“FOB”) shipping point or FOB destination. For disposable products that are shipped FOB shipping point, the customer has the significant risks and rewards of ownership and legal title to the assets when the disposable products leave the Company’s shipping facilities, thus the customer obtains control and revenue is recognized at that point in time. Revenue is recognized on delivery for disposable products shipped via FOB destination. For direct customers, the installation and delivery of the AcQMap System is satisfied at a point in time when the installation is complete, which is when the customer can benefit and has control of the system. For AcQMap System sales sold to Biotronik SE & Co. KG (“Biotronik”), the installation is not a performance obligation as it is performed by Biotronik, and therefore the AcQMap System is satisfied at a point in time when they have control of the system. The Company’s software updates and equipment service performance obligations are satisfied evenly over time as the customer simultaneously receives and consumes the benefits of the Company’s performance for these services throughout the service period. The Company allocates the transaction price to each performance obligation identified in the contract based on the relative standalone selling price (“SSP”). The Company determines SSP for the purposes of allocating the transaction price to each performance obligation based on the adjusted market assessment approach that maximizes the use of observable inputs, which includes, but is not limited to, transactions where the specific performance obligations are sold separately, list prices and offers to customers. Except for the deferred equipment agreements noted above, the Company’s contracts with customers generally have an expected duration of one year or less, and therefore the Company has elected the practical expedient in ASC 606 to not disclose information about its remaining performance obligations. Any incremental costs to obtain contracts are recorded as selling, general and administrative (“SG&A”) expense as incurred due to the short duration of the Company’s contracts. The Company’s contract balances consisted solely of accounts receivable as of December 31, 2021 and 2020. In May 2020, the Company entered into bi-lateral distribution agreements with Biotronik (the “Bi-Lateral Distribution Agreements”). Pursuant to the Bi-Lateral Distribution Agreements, the Company obtained a non-exclusive license to distribute a range of Biotronik’s products and accessories in the United States, Canada, China, Hong Kong and multiple Western European countries under the Company’s private label. Moreover, if an investigational device exemption (“IDE”) clinical trial is required for these products to obtain regulatory approval in the United States, or a clinical trial is required for these products to obtain regulatory approval in China, the Company will obtain an exclusive distribution right in such territories for a term of up to five years commencing on the date of regulatory approval if the Company covers the cost of the IDE or other clinical trial and the Company conducts such study within a specified period. Biotronik also agreed to distribute the Company’s products and accessories in Germany, Japan, Mexico, Switzerland and multiple countries in Asia-Pacific, Eastern Europe, the Middle East and South America. The Company also granted Biotronik a co-exclusive right to distribute these products in Hong Kong. Each party will pay to the other party specified transfer prices on the sale of the other party’s products and, accordingly, will earn a distribution margin on the sale of the other party’s products. The following table sets forth the Company’s revenue for disposables, systems, and service/other for the years ended December 31, 2021 and 2020 (in thousands): Year Ended December 31, 2021 2020 Disposables $ 11,938 $ 6,713 Systems 4,058 1,660 Service/Other 1,267 91 Total revenue $ 17,263 $ 8,464 The following table provides revenue by geographic location for the years ended December 31, 2021 and 2020 (in thousands): Year Ended December 31, 2021 2020 United States $ 8,325 $ 4,854 Outside the United States 8,938 3,610 Total revenue $ 17,263 $ 8,464 Inventory Inventory is comprised of raw materials, direct labor and manufacturing overhead and is stated at the lower of cost (first-in, first-out basis) or net realizable value. The Company recorded write-downs for excess and obsolete inventory based on management’s review of inventories on hand, compared to estimated future usage and sales, shelf-life and assumptions about the likelihood of obsolescence of $1.3 million and $0.1 million for the years ended December 31, 2021 and 2020, respectively. Accounts Receivable Trade accounts receivable are recorded net of allowances for uncollectible accounts. The Company evaluates the collectability of its accounts receivable based on various factors including historical experience, the length of time the receivables are past due and the financial health of the customer. The Company reserves specific receivables if collectability is no longer reasonably assured. Based upon the assessment of these factors, the Company did not record an allowance for uncollectible accounts as of December 31, 2021 or 2020. Property and Equipment, Net Property and equipment are recorded at cost. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the related assets, generally three Intangible Assets Intangible assets consist of acquired developed technology, acquired in-process technology, trademarks and trade names and a customer-related intangible which were acquired as part of the acquisition of Rhythm Xience, Inc. (“Rhythm Xience”) in June 2019. The Company’s intangible assets also include a license agreement with Biotronik. The Company determines the appropriate useful life of its finite-lived intangible assets by performing an analysis of expected cash flows of the acquired assets. Finite-lived intangible assets are amortized over their estimated useful lives using the straight-line method, which approximates the pattern in which the economic benefits are consumed. Acquired in-process technology was classified as an indefinite-lived intangible asset, until the receipt of U.S. Food and Drug Administration (“FDA”) approval for the technology in January 2020. Once the FDA approval was received, the in-process technology was classified as a finite-lived intangible and amortization for in-process technology began. Indefinite-lived intangible assets are tested for impairment at least annually and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Indefinite-lived intangible assets are impaired if their estimated fair values are less than their carrying value. Goodwill Goodwill represents the excess of the purchase price of an entity over the estimated fair value of the assets acquired and liabilities assumed, and it is presented as goodwill in the accompanying consolidated balance sheets. Under ASC 350, Intangibles – Goodwill and Other (“ASC 350”), goodwill is not amortized but is subject to periodic impairment testing. ASC 350 requires that an entity assign its goodwill to reporting units and test each reporting unit’s goodwill for impairment at least on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. In the evaluation of goodwill for impairment, which is performed annually during the fourth quarter, the Company could first assess qualitative factors to determine whether the existence of events or circumstances led to a determination that it was more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company is required to perform a quantitative goodwill impairment test. The Company could also elect to perform a quantitative impairment test without first assessing qualitative factors. The Company has one reporting unit. For the years ended December 31, 2021 and 2020, the quantitative testing did not indicate any impairment for the carrying amount of goodwill. Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment and finite-lived intangible assets, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment loss is recognized when the asset’s carrying value exceeds the total undiscounted cash flows expected from its use and eventual disposition. The amount of the impairment loss is determined as the excess of the carrying value of the asset over its fair value. For the years ended December 31, 2021 and 2020, the Company determined that there was no impairment of property and equipment or intangible assets. Foreign Currency Translation and Transactions The assets, liabilities and results of operations of Acutus NV are measured using their functional currency, the Euro, which is the currency of the primary foreign economic environment in which this subsidiary operates. Upon consolidating this entity with the Company, its assets and liabilities are translated to U.S. dollars at currency exchange rates as of the balance sheet date and its revenues and expenses are translated at the weighted-average currency exchange rates during the applicable reporting periods. Translation adjustments resulting from the process of translating this entity’s financial statements are reported in accumulated other comprehensive income (loss) in the consolidated balance sheets and foreign currency translation adjustment in the consolidated statements of operations and comprehensive loss. Lessee Leases The Company accounts for its leases under ASC 842. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases, and are recorded on the consolidated balance sheet as both a right-of-use asset and a lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset results in straight-line rent expense over the lease term. Variable lease expenses are recorded when incurred. In calculating the right-of-use asset and lease liability, the Company has elected to combine lease and non-lease components. The Company excludes short-term leases having initial terms of twelve months or less from the new guidance as an accounting policy election. Cost of Products Sold Cost of products sold includes raw materials, direct labor, manufacturing overhead, shipping and receiving costs and other less significant indirect costs related to the production of the Company’s products. Research and Development The Company is actively engaged in new product research and development efforts. Research and development expenses consist primarily of salaries and employee-related costs (including stock-based compensation) for personnel directly engaged in research and development activities, clinical trial expenses, equipment costs, material costs, allocated rent and facilities costs and depreciation. In April 2021, the Company and Biotronik entered into a Feasibility and Development Agreement to pursue the development of hardware, software and IT infrastructure to implement the Qubic Connect System (“QBS”). The QBS will allow data transfer from multiple diagnostic and therapeutic medical products during an electrophysiology procedure to be aggregated and analyzed for the purposes of designing improved treatment protocols. Research and development expenses relating to possible future products are expensed as incurred. The Company also accrues and expenses costs for activities associated with clinical trials performed by third parties as incurred. All other costs relative to setting up clinical trial sites are expensed as incurred. Clinical trial site costs related to patient enrollment are accrued as patients are entered into the trials. Selling, General and Administrative SG&A expenses consist primarily of salaries and employee-related costs (including stock-based compensation) for personnel in sales, executive, finance and other administrative functions, allocated rent and facilities costs, legal fees relating to intellectual property and corporate matters, professional fees for accounting and consulting services, marketing costs and insurance costs. The Company expenses all SG&A costs as incurred. Fair Value Measurements Fair value measurements are based on the premise that fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the following three-tier fair value hierarchy has been used in determining the inputs used in measuring fair value: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Observable inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3—Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Management’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The use of different assumptions and/or estimation methodologies may have a material effect on estimated fair values. Accordingly, the fair value estimates disclosed or initial amounts recorded may not be indicative of the amount that the Company or holders of the instruments could realize in a current market exchange. There were no transfers made among the three levels in the fair value hierarchy for the years ended December 31, 2021 and 2020. As of December 31, 2021 and 2020, the Company’s cash (excluding cash equivalents which are recorded at fair value on a recurring basis), restricted cash, accounts receivable, accounts payable and accrued expenses were carried at cost, which approximates the fair values due to the short-term nature of the instruments. The carrying amount of the Company’s long-term debt approximates fair value due to its variable market interest rate and management’s opinion that current rates and terms that would be available to the Company with the same maturity and security structure would be essentially equivalent to that of the Company’s long-term debt. The following tables classify the Company’s financial assets and liabilities measured at fair value on a recurring basis into the fair value hierarchy as of December 31, 2021 and 2020 (in thousands): Fair Value Measured as of December 31, 2021 Quoted Significant Significant Fair Value at December 31, 2021 Assets included in: Cash and cash equivalents Money market securities $ 21,893 $ — $ — $ 21,893 Marketable securities at fair value Corporate debt securities — 18,860 — 18,860 U.S. treasury securities — 5,064 — 5,064 Commercial paper — 36,759 — 36,759 Yankee debt securities — 3,932 — 3,932 Supranational — 3,051 — 3,051 Asset-backed securities — 16,156 — 16,156 Total fair value $ 21,893 $ 83,822 $ — $ 105,715 Liabilities included in: Contingent consideration $ — $ — $ 2,000 $ 2,000 Total fair value $ — $ — $ 2,000 $ 2,000 Fair Value Measured as of December 31, 2020 Quoted Significant Significant Fair Value at December 31, 2020 Assets included in: Cash and cash equivalents Money market securities $ 19,070 $ — $ — $ 19,070 Marketable securities at fair value Corporate debt securities — 31,353 — 31,353 Asset-backed securities — 8,726 — 8,726 U.S. treasury securities — 20,531 — 20,531 Commercial paper — 53,955 — 53,955 Total fair value $ 19,070 $ 114,565 $ — $ 133,635 Liabilities included in: Contingent consideration $ — $ — $ 9,300 $ 9,300 Total fair value $ — $ — $ 9,300 $ 9,300 The fair value of the Company’s money market funds is determined using quoted market prices in active markets for identical assets. The Company’s portfolio of marketable securities is comprised of commercial paper, asset-backed securities, U.S. treasury securities, Yankee debt securities, supranational and short-term highly liquid, high credit quality corporate debt securities. The fair value for the available-for-sale marketable securities is determined based on trade prices in active markets for identical assets (Level 1 inputs) or valuation models using inputs that are observable either directly or indirectly (Level 2 inputs), such as quoted prices for similar assets, yield curve, volatility factors, credit spreads, default rates, loss severity, current market and contractual prices for the underlying instruments, broker and dealer quotes, as well as other relevant economic measures. The following table presents changes in Level 3 liabilities measured at fair value for the years ended December 31, 2021 and 2020 (in thousands): Common Contingent Total Balance, December 31, 2019 $ 8,919 $ 13,900 $ 22,819 Payment of contingent consideration — (2,500) (2,500) Issuance of preferred stock for contingent — (2,197) (2,197) Reclassification of warrant liability (14,474) — (14,474) Change in fair value 5,555 97 5,652 Balance, December 31, 2020 $ — $ 9,300 $ 9,300 Payment of contingent consideration — (3,435) (3,435) Escrow release — (119) (119) Change in fair value — (3,746) (3,746) Balance, December 31, 2021 $ — $ 2,000 $ 2,000 Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs. The fair value of the contingent consideration from the acquisition of Rhythm Xience represents the estimated fair value of future payments due to the sellers of Rhythm Xience based on the achievement of certain milestones and revenue-based targets in certain years. The initial fair value of the revenue-based contingent consideration was calculated through the use of a Monte Carlo simulation using revenue projections for the respective earn-out period, corresponding targets and approximate timing of payments as outlined in the purchase agreement. The analyses used the following assumptions: (i) expected term; (ii) risk-adjusted net sales; (iii) risk-free interest rate; and (iv) expected volatility of net sales. Estimated payments, as determined through the respective model, were further discounted by a credit spread assumption to account for credit risk. The fair value of the milestones-based contingent consideration was determined by probability weighting and discounting to the respective valuation date at the Company’s cost of debt. The Company’s cost of debt was determined by performing a synthetic credit rating for the Company and selecting yields based on companies with a similar credit rating. The contingent consideration is revalued to fair value each period, and any increase or decrease is recorded in operating loss. The fair value of the contingent consideration may be impacted by certain unobservable inputs, most significantly with regard to discount rates, expected volatility and historical and projected performance. Significant changes to these inputs in isolation could result in a significantly different fair value measurement. The weighted-average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the contingent consideration from the acquisition of Rhythm Xience as of December 31, 2021 and December 31, 2020 were as follows: December 31, 2021 December 31, 2020 Risk-free interest rate 0.60% 0.20% Expected term in years 1.0 - 2.0 1.0 - 2.0 Expected volatility 28.8% 17.2% Stock-Based Compensation The Company accounts for all stock-based payments to employees and non-employees, including grants of stock options, restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and restricted stock units with non-market performance and service conditions (“PSUs”) to be recognized in the consolidated financial statements, based on their respective grant date fair values. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model. The RSAs, RSUs and PSUs are valued based on the fair value of the Company’s common stock on the date of grant. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. The Company expenses stock-based compensation related to stock options, RSAs and RSUs over the requisite service period. As the PSUs have a performance condition, compensation expense was recognized for each vesting tranche over the respective requisite service period of each tranche upon the registration statement becoming effective on August 5, 2020, when the Company’s management deemed it probable that the performance conditions were satisfied. The Company recognized a cumulative true-up adjustment related to PSUs once the conditions became probable of being satisfied as the related service period had been completed in a prior period. All stock-based compensation costs are recorded in cost of products sold, research and development expense or SG&A expense |
Asset Acquisition and Business
Asset Acquisition and Business Combination | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Asset Acquisition and Business Combination | Asset Acquisition and Business Combination Biotronik Asset Acquisition In July 2019, the Company entered into a License and Distribution Agreement with Biotronik and VascoMed GMBH (collectively, the “Biotronik Parties”) to obtain certain licenses to the Biotronik Parties’ patents, whereby the Company acquired certain manufacturing equipment and obtained from the Biotronik Parties a license under certain patents and technology to develop, commercialize, distribute and manufacture the AcQBlate FORCE ablation catheters and Qubic Force Device. In exchange for the rights granted to the Company, the Company made cash payments totaling $10.0 million during the year ended December 31, 2019, and issued 273,070 shares of Series D convertible preferred stock with an implied value of $5.0 million during the three months ended March 31, 2020. The implied value of $5.0 million was recorded as an accrued liability as of December 31, 2019. In accordance with ASC 805, the Biotronik Asset Acquisition was accounted for as an asset acquisition as substantially all of the $15.0 million value transferred to Biotronik was allocated to intellectual property. On the acquisition date, the products licensed had not yet received regulatory approval and the intellectual property did not have an alternative use. Accordingly, the $15.0 million paid to Biotronik was immediately charged to research and development expense - licensed acquired in the consolidated statement of operations and comprehensive loss in July 2019. Additional contingent milestone payments of up to $10.0 million, of which $2.0 million has been paid as of December 31, 2021, are to be made to the Biotronik Parties contingent upon certain regulatory approvals and first commercial sale. In further consideration of the rights granted, beginning with the Company’s first commercial sale of the first force sensing ablation catheter within the licensed product line, the Company also makes per unit royalty payments. As of December 31, 2021, less than $0.1 million has been included within accrued liabilities for these royalties. The Company determined that the remaining $8.0 million of contingent milestones are not probable and estimable and therefore have not been recorded as a liability as of December 31, 2021 and December 31, 2020. Upon regulatory approval in December 2020 of the Company’s force sensing ablation catheter in Europe, the $2.0 million milestone was capitalized and is being amortized, and the royalty payments are recorded as cost of products sold as sales of catheters are recognized. Rhythm Xience Business Combination On June 18, 2019 (the “Acquisition Date”), the Company acquired an integrated family of transseptal crossing and steerable introducer systems through its acquisition of Rhythm Xience for $3.0 million in cash in exchange for all of the stock of Rhythm Xience (the “Rhythm Xience Acquisition”). The cash payment did not include the potential $17.0 million in earn out consideration, of which $2.2 million was paid with the issuance of Series D convertible preferred stock in February 2020 and the remainder is to be paid based on the achievement of certain regulatory milestones and revenue milestones. In accordance with ASC 805, the Rhythm Xience Acquisition was accounted for as a business combination. As part of the Rhythm Xience Acquisition, the Company recorded a contingent consideration liability for potential additional payments due to the sellers of Rhythm Xience if certain regulatory approval milestones and revenue milestones are achieved. The initial contingent consideration liability of $13.4 million was based on the fair value of the contingent consideration liability at the Acquisition Date. During the year ended December 31, 2020, the Company issued 119,993 shares of Series D convertible preferred stock and paid $2.5 million of the contingent consideration for the achievement of certain regulatory and revenue milestones. During the year ended December 31, 2021, the Company paid an additional $3.4 million of the contingent consideration for the achievement of certain regulatory and revenue milestones. Additionally, the Company recorded a $3.7 million decrease and $0.1 million increase for the years ended December 31, 2021 and 2020, respectively, which is included in change in fair value of contingent consideration in the consolidated statements of operations and comprehensive loss. As of December 31, 2021, the contingent consideration liability of $2.0 million is the fair value of the remaining payments due to the sellers of Rhythm Xience if certain revenue milestones are achieved. For the years ended December 31, 2021 and 2020, no acquisition costs were incurred or recorded. |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | Marketable Securities Marketable securities consisted of the following as of December 31, 2021 and 2020 (in thousands): December 31, 2021 Amortized Gross Gross Fair Value Available-for-sale securities - short-term: Corporate debt securities, short-term $ 15,786 $ — $ (6) $ 15,780 U.S. treasury securities 5,073 — (9) 5,064 Commercial paper 36,759 — — 36,759 Yankee debt securities 3,941 — (9) 3,932 Supranational 3,054 — (3) 3,051 Asset-backed securities, short-term 12,128 — (12) 12,116 Total available-for-sale securities - short-term 76,741 — (39) 76,702 Corporate debt securities, long-term 3,082 — (2) 3,080 Asset-backed securities, long-term 4,044 — (4) 4,040 Total available-for-sale securities - long-term 7,126 — (6) 7,120 Total available-for-sale securities $ 83,867 $ — $ (45) $ 83,822 December 31, 2020 Amortized Gross Gross Fair Value Available-for-sale securities - short-term: Corporate debt securities $ 31,359 $ — $ (6) $ 31,353 U.S. treasury securities 20,533 — (2) 20,531 Commercial paper 53,955 — — 53,955 Total available-for-sale securities - short-term 105,847 — (8) 105,839 Asset-backed securities, long-term 8,726 — — 8,726 Total available-for-sale securities $ 114,573 $ — $ (8) $ 114,565 two |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory as of December 31, 2021 and 2020 consisted of the following (in thousands): December 31, 2021 December 31, 2020 Raw materials $ 6,779 $ 7,960 Work in process 1,772 1,267 Finished goods 7,857 3,731 Total inventory $ 16,408 $ 12,958 |
Lessor Sales-Type Leases
Lessor Sales-Type Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Lessor Sales-Type Leases | Lessor Sales-Type Leases The Company recognizes revenue and costs, as well as a lease receivable, at the time embedded sales-type leases within its deferred equipment agreements commence. Lease revenue related to sales-type leases was $1.1 million and $0.8 million for the years ended December 31, 2021 and 2020, respectively, and is included within revenue in the consolidated statements of operations and comprehensive loss. Costs related to embedded leases within the Company’s deferred equipment agreements are included in cost of products sold in the consolidated statements of operations and comprehensive loss. The Company has a short-term lease receivable of $0.9 million and $0.4 million included in prepaid expenses and other current assets, and a long-term lease receivable of $0.7 million and $0.4 million included in other assets as of December 31, 2021 and 2020, respectively. As of December 31, 2021, estimated future maturities of customer sales-type lease receivables for each of the following years were as follows (in thousands): Year ending December 31, 2022 $ 859 Year ending December 31, 2023 408 Year ending December 31, 2024 244 Year ending December 31, 2025 71 Year ending December 31, 2026 — Lease receivable $ 1,582 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net The Company’s property and equipment, net, consisted of the following as of December 31, 2021 and 2020 (in thousands): December 31, 2021 December 31, 2020 Medical diagnostic equipment $ 16,759 $ 13,242 Furniture and fixtures 433 388 Office equipment 1,538 1,392 Laboratory equipment and software 5,302 3,491 Leasehold improvements 582 608 Construction in process 958 468 Total property and equipment 25,572 19,589 Less: accumulated depreciation (11,902) (7,233) Property and equipment, net $ 13,670 $ 12,356 Property and equipment includes certain medical diagnostic equipment, AcQMap Systems, located at customer premises. The Company retains ownership of the equipment and has the right to remove the equipment if it is not being used according to expectations. The Company expenses the cost of the equipment when it is subsequently sold or enters into a sales-type lease agreement. See also “ Note 6—Lessor Sales-Type Leases ” above. Depreciation expense was $5.8 million and $2.8 million for the years ended December 31, 2021 and 2020, respectively. For the years ended December 31, 2021 and 2020, the Company determined that there was no impairment of property and equipment. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The tables below summarize goodwill and intangible assets activities as of December 31, 2021 and 2020 (in thousands): Goodwill Intangible Balance, December 31, 2019 $ 12,026 $ 4,110 Biotronik license agreement — 2,000 Amortization expense — (457) Balance, December 31, 2020 12,026 5,653 Amortization expense — (640) Balance, December 31, 2021 $ 12,026 $ 5,013 Estimated Weighted Intangible Accumulated December 31, 2021 Developed technology 10 7.6 $ 4,200 $ (1,020) $ 3,180 Customer-related intangible 5 2.5 100 (50) 50 Licensed intangibles 10 8.9 2,000 (217) 1,783 Total $ 6,300 $ (1,287) $ 5,013 Estimated Weighted Intangible Accumulated December 31, Developed technology 10 8.6 $ 4,200 $ (600) $ 3,600 Customer-related intangible 5 3.5 100 (30) 70 Licensed intangibles 10 9.9 2,000 (17) 1,983 Total $ 6,300 $ (647) $ 5,653 Acquired in-process technology was classified as an indefinite-lived intangible asset until the receipt of FDA approval for the technology in January 2020. Once FDA approval was received, the in-process technology was reclassified as developed technology and amortization began. The Company recorded amortization expense related to the above intangible assets of $0.6 million and $0.5 million for the years ended December 31, 2021 and 2020, respectively. The following table shows the remaining amortization expense associated with amortizable intangible assets as of December 31, 2021 (in thousands): Developed Customer- Licensed Total Year ending December 31, 2022 $ 420 $ 20 $ 200 $ 640 Year ending December 31, 2023 420 20 200 640 Year ending December 31, 2024 420 10 200 630 Year ending December 31, 2025 420 — 200 620 Year ending December 31, 2026 420 — 200 620 Thereafter 1,080 — 783 1,863 Total $ 3,180 $ 50 $ 1,783 $ 5,013 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consisted of the following as of December 31, 2021 and 2020 (in thousands): December 31, December 31, Compensation and related expenses $ 7,088 $ 6,250 Professional fees 158 120 Deferred revenue 401 301 Sales and use tax 71 169 Clinical studies 541 187 Clinician accounts 358 149 Accrued royalties 129 86 Other 350 46 Total accrued liabilities $ 9,096 $ 7,308 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Instruments [Abstract] | |
Debt | Debt Outstanding debt as of December 31, 2021 and 2020 consisted of the following (in thousands): December 31, December 31, 2019 Credit Agreement (1) $ 44,550 $ 44,550 Total debt, gross 44,550 44,550 Less: Unamortized debt discount and fees (4,135) (5,539) Total long-term debt $ 40,415 $ 39,011 (1) The 2019 Credit Agreement includes final payment fees of $4.6 million. 2019 Credit Agreement On May 20, 2019, the Company entered into a credit agreement (the “2019 Credit Agreement”). The 2019 Credit Agreement provided the Company with a senior term loan facility in aggregate principal amount of $70.0 million, of which the Company borrowed $40.0 million upon closing. Of the remaining $30.0 million, none is available for borrowing. The 2019 Credit Agreement bears interest per annum at 7.75% plus LIBOR for such interest period and the principal amount of term loans outstanding under the 2019 Credit Agreement is due on May 20, 2024. The 2019 Credit Agreement provides for final payment fees of an additional $4.6 million that are due upon prepayment or on the maturity date or upon acceleration. Upon the occurrence and during an event of default, which includes but is not limited to payment default, covenant default or the occurrence of a material adverse change, the lenders may declare all outstanding principal and accrued and unpaid interest immediately due and payable, there would be an increase in the applicable interest rate by 10% per annum, and the lenders would be entitled to exercise their other rights and remedies provided for under the 2019 Credit Agreement. Additionally, the lenders may request repayment of a portion of obligations outstanding under the 2019 Credit Agreement to the extent of the Company’s receipt of any (i) net casualty proceeds or (ii) net asset sales proceeds, as defined. These acceleration and early payment features are an embedded derivative that is separately measured from the loan host instrument and classified with the loan host instrument. In connection with the issuance of the 2019 Credit Agreement, the Company issued liability-classified warrants with a fair value of $0.9 million to purchase 419,992 shares of Series C convertible preferred stock at $16.67 per share. These warrants were subsequently automatically converted into warrants to purchase an equal number of shares of the Company’s Series D convertible preferred stock at $16.67 per share and then were automatically converted into warrants to purchase an equal number of shares of common stock at $16.67 per share. The initial recognition of the warrant liability and direct fees of $1.2 million and final payment fees of $4.6 million for the 2019 Credit Agreement resulted in a discount of $6.7 million, which is being amortized to interest expense over the term of the 2019 Credit Agreement using the effective interest method. The Company’s obligations under the 2019 Credit Agreement are secured by substantially all of its assets, including its intellectual property, and is guaranteed by Acutus NV. The 2019 Credit Agreement contains customary affirmative and negative covenants, including with respect to the Company’s ability to enter into fundamental transactions, incur additional indebtedness, grant liens, pay any dividend or make any distributions to its holders, make investments and merge or consolidate with any other person or engage in transactions with its affiliates, but does not include any financial covenants, other than a minimum liquidity requirement. As of and for the years ended December 31, 2021 and 2020, the Company was in compliance with all such covenants. |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Operating Leases | Operating Leases The Company leases approximately 50,800 square feet of office space for its corporate headquarters and manufacturing facility in Carlsbad, California under a noncancelable operating lease that expires on December 31, 2027. The lease is subject to variable charges for common area maintenance and other costs that are determined annually based on actual costs. The base rent is subject to an annual increase each year. The Company has a renewal option for an additional five-year term upon the expiration date of the lease, which has been excluded from the calculation of the right-of-use asset as it is not reasonably certain to be exercised. The Company also leases approximately 3,900 square feet of office space in Zaventem, Belgium under a noncancelable operating lease that expires on December 31, 2024. The lease is subject to variable charges that are determined annually for common area maintenance and other costs based on actual costs, and base rent is subject to an annual increase each year based on an index rate. The Company has a renewal option for an additional three-year term upon the expiration date of the lease, which has been included in the calculation of the right-of-use asset as it is reasonably certain to be exercised. The following table summarizes quantitative information about the Company’s operating leases for the years ended December 31, 2021 and 2020 (dollars in thousands): Year Ended December 31, 2021 2020 Operating cash flows from operating leases $ 853 $ 1,013 Weighted average remaining lease term – operating 3.6 1.6 Weighted average discount rate – operating leases 7.0 % 7.0 % The following table provides the components of the Company’s lease cost for the years ended December 31, 2021 and 2020 (in thousands): Year Ended December 31, 2021 2020 Operating leases Operating lease cost $ 950 $ 864 Variable lease cost 325 311 Total rent expense $ 1,275 $ 1,175 As of December 31, 2021, future minimum payments under the non-cancelable operating leases were as follows (in thousands): Year ending December 31, 2022 $ 903 Year ending December 31, 2023 1,135 Year ending December 31, 2024 1,167 Year ending December 31, 2025 1,151 Year ending December 31, 2026 1,185 Thereafter 1,221 Total 6,762 Less: present value discount (1,776) Operating lease liabilities $ 4,986 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and ContingenciesAs of December 31, 2021, the Company was not a party to any material legal proceedings and is not aware of any pending or threatened claims. From time to time however, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. For example, the Company and certain of its current officers have been named as defendants in two putative securities class action lawsuits filed in the United States District Court for the Southern District of California (case numbers 22CV206 and 22CV0388). Due to the complex nature of the legal and factual issues involved in these class action matters, the outcome is not presently determinable and any loss is neither probable nor reasonably estimable. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Warrants As of December 31, 2021 and 2020, the outstanding warrants to purchase the Company’s common stock were comprised of the following: Equity Upon Exercise Price Expiration Date December 31, 2021 December 31, 2020 Warrants issued in 2015 Common stock $ 5.25 1/30/25 3,808 3,808 Warrants issued with 2018 Convertible Notes Common stock $ 0.10 6/7/28 346,689 373,810 Warrants issued with 2018 Term Loan Common stock $ 16.67 7/31/28 26,998 26,998 Warrants issued with 2019 Credit Agreement Common stock $ 16.67 5/20/29 419,992 419,992 Total Warrants 797,487 824,608 The Company’s warrant activity for the years ended December 31, 2021 and 2020 is as follows: Warrants Weighted Weighted Balance - December 31, 2019 956,552 $ 7.88 8.8 Exercised (131,944) 0.25 7.5 Balance - December 31, 2020 824,608 $ 9.10 7.9 Exercised (26,958) $ 0.10 6.4 Shares withheld for exercise price (163) 0.10 6.4 Balance - December 31, 2021 797,487 $ 9.41 6.9 The Company’s warrants provide the holder the option to purchase a specified number of shares for a specified price. The holder may exercise the warrant in cash or exercise pursuant to a cashless exercise whereby a calculated number of shares are withheld upon exercise to satisfy the exercise price. The warrants do not provide the holder any voting rights until the warrants are exercised. Prior to the IPO, in accordance with ASC 815, the warrants, other than the ones issued in 2015, were recorded as liabilities at fair value at the issuance date (the 2015 warrants have been equity classified since their issuance). Changes in the fair value were recognized in change in fair value of warrant liability in the consolidated statements of operations and comprehensive loss at the end of each reporting period. On August 10, 2020, in connection with the closing of the IPO, the warrants recorded as liabilities no longer met the definition of a derivative. Accordingly, the fair value of the common and preferred stock warrant liability of $14.5 million was reclassified to additional paid-in capital in the consolidated balance sheet. In connection with the Exchange Agreements (see Note 15), four warrant holders are limited to exercising their warrants such that, following any such exercise, the number of shares of common stock beneficially owned by such holder cannot exceed 4.9% of the outstanding common stock of the Company (two of the holders may, at their option and upon sufficient prior written notice to the Company, increase such percentage to 9.9%). In the event the common share limit has been met and the holder chooses to exercise their warrants, the holder can sell any common stock they hold. Therefore, the amendment to the warrant agreements does not restrict the holder from fully exercising the warrants under the original terms of the warrant agreements. |
Convertible Preferred Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity [Abstract] | |
Convertible Preferred Stock | Convertible Preferred Stock On August 10, 2020, in connection with the closing of the IPO, all of the 391,210 shares of Series A, 3,088,444 shares of Series B, 4,499,921 shares of Series C and 8,593,360 shares of Series D convertible preferred stock automatically converted into an equal number of shares of common stock. In February 2020, the Company issued 119,993 shares of its Series D convertible preferred stock with an implied value of $2.2 million in connection with a contingent consideration payment related to the Rhythm Xience Acquisition. In February 2020, the Company issued 273,070 shares of its Series D convertible preferred stock with an implied value of $5.0 million for the final purchase consideration of the Biotronik Asset Acquisition. Redemption The convertible preferred stock was not unconditionally redeemable at the option of the holder thereof. However, the convertible preferred stock was contingently redeemable upon certain liquidation events. As redemption by the holders was not solely within the control of the Company, all of the outstanding convertible preferred stock was classified as temporary equity in the consolidated balance sheets, prior to the conversion to common stock on August 10, 2020. Dividends The holders of shares of convertible preferred stock were entitled to receive dividends, out of any assets legally available therefore, prior and in preference to any declaration or payment of any dividend on the common stock of the Company, at the applicable dividend rate, payable on a pro rata , pari passu basis when, as and if declared by the Company’s board of directors. The dividend rate was $0.68 per annum for each share of Series A convertible preferred stock, $1.07 per annum for each share of Series B convertible preferred stock and $1.36 per annum for each share of Series C convertible preferred stock and Series D convertible preferred stock, as adjusted. The dividend rights were not cumulative. Liquidation The holders of the Series D convertible preferred stock were entitled to receive a liquidation preference prior to any distribution to the holders of Series A convertible preferred stock, Series B convertible preferred stock and Series C convertible preferred stock (collectively the “Junior Preferred Stock”) and the holders of common stock, in the amount of the original issue price plus declared but unpaid dividends on such shares (the “Series D Liquidation Preference”). The holders of the Junior Preferred Stock were entitled to receive a liquidation preference prior to any distribution to the holders of common stock, after payment of the Series D Liquidation Preference, in the amount of the applicable original issue price plus declared but unpaid dividends on such shares. Voting Rights Holders of convertible preferred stock had the right to one vote for each share of common stock into which such preferred stock could then be converted, and with respect to such vote, such holder had full voting rights and powers equal to the voting rights and powers of the holders of common stock. As long as any shares of Series D convertible preferred stock were outstanding, the holders of such shares of Series D convertible preferred stock (voting exclusively as a separate series) were entitled to elect one director. As long as any shares of Series C convertible preferred stock were outstanding, the holders of such shares of Series C convertible preferred stock (voting exclusively as a separate series) were entitled to elect three directors. As long as any shares of Series A convertible preferred stock or Series B convertible preferred stock were outstanding, the holders of such shares (voting together as a single class and not as separate series, and on an as converted basis) were entitled to elect four directors. The holders of outstanding common stock were entitled to elect one director. The holders of convertible preferred stock and common stock (voting together as a single class and not as separate series, and on an as-converted basis) were entitled to elect any remaining directors. Conversion Each share of preferred stock was convertible, at the option of the holder thereof, at any time after the date of issuance of such share, into such number of fully paid and nonassessable shares of the Company’s common stock as was determined by dividing the original issue price, as adjusted, for such series by the applicable conversion price for such series in effect on the date the certificate is surrendered for conversion. The initial conversion price per share for each series of convertible preferred stock was the original issue price applicable to such series as follows: Series Conversion Series A convertible preferred stock $ 8.295 Series B convertible preferred stock $ 13.370 Series C convertible preferred stock $ 16.667 Series D convertible preferred stock $ 16.667 Each share of convertible preferred stock was automatically converted into fully-paid, non-assessable shares of common stock at the conversion rate at the time in effect for such series of preferred stock immediately upon: (i) the date, or the occurrence of an event, specified by vote or written consent or agreement of the requisite investors; or (ii) the closing of the sale of shares of common stock to the public, at a price of at least $50.00 per share, as adjusted, in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $50.0 million of net proceeds to the Company. As noted above, on August 10, 2020, all shares of Series A, Series B, Series C and Series D convertible preferred stock were converted into common stock. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity | Stockholders’ Equity Series A Common Equivalent Preferred Stock In August 2021, the Company entered into exchange agreements (the “Exchange Agreements”) with four investors pursuant to which the investors exchanged 6,665,841 shares of the Company’s common stock for 6,666 shares of a new series of non- voting convertible preferred stock of the Company designated as “Series A Common Equivalent Preferred Stock,” par value $0.001 per share. In connection with the issuance of Series A Common Equivalent Preferred Stock pursuant to the Exchange Agreements, on August 23, 2021, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series A Common Equivalent Preferred Stock, par value $0.001 per share, of the Company (the “Series A Certificate of Designation”) with the Secretary of State of the State of Delaware. The Series A Common Equivalent Preferred Stock ranks senior to the common stock with respect to rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, having a liquidation preference equal to its par value of $0.001 per share. The Series A Common Equivalent Preferred Stock will participate equally and ratably on an as-converted basis with the holders of common stock in all cash dividends paid on the common stock. The Series A Common Equivalent Preferred Stock is non-voting. The holder thereof may convert each share of Series A Common Equivalent Preferred Stock into 1,000 shares of common stock at its election, except to the extent that, following such conversion, the number of shares of common stock held by such holder, its affiliates and any other persons whose beneficial ownership of common stock would be aggregated with such holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including shares held by any “group” (as defined in Section 13(d) of the Exchange Act and applicable regulations of the Securities and Exchange Commission) of which such holder is a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth in the Series A Certificate of Designation, exceeds 4.9% (or, at the election of the holders, OrbiMed Private Investments IV, LP or OrbiMed Royalty Opportunities II, LP, made by delivering at least 61 days advance written notice to the Company of its intention to increase the beneficial ownership cap applicable to such holder, to 9.9%) of the total number of shares of common stock then issued and outstanding. Common Stock In July 2021, the Company issued 6,325,000 shares of common stock in a public offering, which included 825,000 shares of common stock issued upon the underwriter's exercise in full of an option to purchase additional shares of common stock. The price to the public for each share was $14.00. The Company received gross proceeds of $88.6 million from the offering. Net of underwriting discounts and commission and other offering expenses, the Company received proceeds of $82.7 million from the offering On August 10, 2020, the Company issued 10,147,058 shares of common stock in its IPO, which included 1,323,529 shares of common stock issued upon the underwriters’ exercise in full of an option to purchase, at the public offering price less underwriting discounts and commissions, up to an additional 1,323,529 shares. The price to the public for each share was $18.00. The Company received gross proceeds of $182.6 million from the IPO. Net of underwriting discounts and commission and other offering costs, the Company received net proceeds of $166.3 million from the IPO. On August 10, 2020, in connection with the closing of the IPO, the Company filed an amended and restated certificate of incorporation (the “A&R Certificate”) with the Secretary of State of the State of Delaware. The A&R Certificate amended and restated the Company’s authorized shares of common stock to 260,000,000 and authorized shares of undesignated preferred stock to 5,000,000. During the year ended December 31, 2021 and 2020, stock options to acquire 111,804 shares and 124,938 shares were exercised for shares of common stock. The Company received $0.7 million and $0.6 million for the exercise price of the stock options for the year ended December 31, 2021 and 2020, respectively. Additionally, during the year ended December 31, 2021, in conjunction with the 2020 Employee Stock Purchase Plan (the “2020 ESPP”), 33,641 shares of common stock were issued for consideration of $0.4 million (see Note 16). No shares were issued related to the 2020 ESPP plan for the year ended December 31, 2020. During the year ended December 31, 2021, the Company issued 134,050 shares of common stock upon vesting of RSUs and 186 shares of common stock for RSAs. During the year ended December 31, 2020, the Company issued 285,369 shares of common stock upon vesting of RSUs and 34,051 shares of common stock for RSAs. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 2020 Equity Incentive Plan The 2020 Equity Incentive Plan (the “2020 Plan”), which permits the granting of non-statutory stock options, RSAs, RSUs, stock appreciation rights, PSUs, performance shares and other equity-based awards to employees, directors and consultants, became effective on August 5, 2020. As of December 31, 2021, 3,313,017 shares of common stock were authorized for issuance under the 2020 Plan and 1,077,978 shares remain available for issuance under the 2020 Plan, including 300,092 shares forfeited under the Company's 2011 Equity Incentive Plan (the “2011 Plan”). 2011 Equity Incentive Plan The 2011 Plan permits the granting of incentive stock options, non-statutory stock options, restricted stock, restricted stock units and other stock-based awards to employees, directors, officers and consultants. As of December 31, 2021, 2,258,659 shares of common stock were authorized for issuance under the 2011 Plan and no shares remain available for issuance under the 2011 Plan. No additional awards will be granted under the 2011 Plan. Shares that become available for issuance from the outstanding awards under the 2011 Plan due to forfeiture, or otherwise, will become available for issuance of future awards under the 2020 Plan. Stock Options The stock options generally vest over four years and have a ten-year contractual term. The fair value of each employee and non-employee stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. The Company’s common stock became publicly traded in August 2020 and lacks company-specific historical and implied volatility information. Therefore, the Company estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies. Due to the lack of historical exercise history, the expected term of the Company’s stock options has been determined using the “simplified” method for awards. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is zero based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The following assumptions were used to estimate the fair value of stock option for the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 Risk-free interest rate 0.76% - 1.39% 0.35% - 0.90% Expected dividend yield — — Expected term in years 5.5 - 7 7 Expected volatility 60% - 75% 60% - 80% The following table summarizes stock option activity during the years ended December 31, 2021 and 2020: Stock Weighted Weighted Aggregate Outstanding as of December 31, 2019 2,041,205 $ 9.52 7.7 $ 10,782 Options granted 1,794,895 16.91 Options exercised (172,312) 7.52 $ 1,660 Options forfeited (260,181) 12.10 Outstanding as of December 31, 2020 3,403,607 $ 13.32 8.1 $ 52,866 Options granted 1,196,281 12.89 Options exercised (111,804) 6.36 $ 2,799 Options forfeited (706,448) 14.76 Outstanding as of December 31, 2021 3,781,636 $ 13.12 7.6 $ 93 Options vested and exercisable as of December 31, 2021 1,799,522 $ 11.74 6.1 $ 64 The aggregate intrinsic value for options outstanding in the above table represents the product of the number of options outstanding multiplied by the difference between the per share fair value of the Company’s stock on the last day of the fiscal period, which was $3.41 and $28.81 as of December 31, 2021 and 2020, respectively, and the exercise price. The aggregate intrinsic value for options exercised in the above table represents the product of the number of options exercised multiplied by the difference between the per share fair value of the Company’s stock on the date of exercise and the exercise price. The weighted-average grant date fair value per share for the stock option grants during the years ended December 31, 2021 and 2020 was $8.46 and $11.58, respectively. As of December 31, 2021, the total unrecognized compensation related to unvested stock option awards granted was $26.6 million, which the Company expects to recognize over a weighted-average period of approximately 2.6 years. Performance-Based Restricted Stock Units and Restricted Stock Units In June 2019, the Company granted 567,509 PSUs, with a grant date fair value of $13.37. Vesting of the PSUs was dependent upon the satisfaction of both a service condition and a performance condition, which is an IPO or a change of control. The Company began recording compensation expense related to the PSUs upon the declaration of the Company’s registration statement becoming effective on August 5, 2020, as the performance conditions were satisfied. The compensation expense was determined using the original grant date fair value and is being recognized over the remaining service period. The Company’s PSU and RSU activity for the years ended December 31, 2021 and 2020 was as follows: Number Weighted Unvested as of December 31, 2019 567,509 $ 13.37 Granted 270,718 19.87 Forfeited (7,386) 18.00 Vested (285,375) 13.37 Unvested as of December 31, 2020 545,466 $ 16.53 Granted 718,567 12.25 Forfeited (117,430) 17.22 Vested (151,512) 15.77 Unvested as of December 31, 2021 995,091 $ 13.47 Restricted Stock Awards The Company’s RSA activity for the years ended December 31, 2021 and 2020 was as follows: Number Weighted Unvested as of December 31, 2019 — $ — Granted 34,051 16.85 Vested (34,051) 16.85 Unvested as of December 31, 2020 — $ — Granted 186 14.75 Vested (186) 14.75 Unvested as of December 31, 2021 — $ — Employee Stock Purchase Plan The 2020 ESPP, which permits employees to purchase shares of the Company’s common stock, became effective on August 5, 2020 and 387,063 shares of common stock were authorized for sale under the 2020 ESPP. The 2020 ESPP will be implemented by consecutive offering periods with a new offering period commencing on the first trading day on or after February 1 and August 1 of each year and terminating on the last trading day on or before July 31 and January 31, respectively. The first offering period began on February 1, 2021. In November 2021, the Company amended its ESPP offering periods beginning in 2022 after the January 31 purchase, to commence on the first trading day on or after May 15 and November 15 of each year and terminating on the last trading day on or before November 14 and May 14, respectively. On each purchase date, which falls on the last date of each offering period, 2020 ESPP participants will purchase shares of common stock at a price per share equal to 85% of the lesser of (1) the fair market value per share of the common stock on the offering date or (2) the fair market value of the common stock on the purchase date. The occurrence and duration of offering periods under the 2020 ESPP are subject to the determinations of the Compensation Committee of the Company’s Board of Directors, in its sole discretion. The fair value of the 2020 ESPP shares is estimated using the Black-Scholes option pricing model. The following table summarizes the total stock-based compensation expense for the stock options, PSUs, RSUs, RSAs and ESPP expense recorded in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2021 and 2020 (in thousands): Year Ended 2021 2020 Cost of products sold $ 864 $ 440 Research and development 2,181 1,002 Selling, general and administrative 10,709 10,661 Total stock-based compensation $ 13,754 $ 12,103 |
Net Loss Per Common Share
Net Loss Per Common Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net loss per common share excludes the potential impact of the Company’s, convertible preferred stock, common stock options, PSUs, RSUs and warrants because their effect would be anti-dilutive due to the Company’s net loss. Since the Company had a net loss in the periods presented, basic and diluted net loss per common share are the same. The table below provides potentially dilutive securities not included in the calculation of the diluted net loss per common share because to do so would be anti-dilutive: Year Ended December 31, Shares issuable upon: 2021 2020 Conversion of Series A Common Equivalent Preferred Stock 6,665,841 — Exercise of stock options 3,781,636 3,403,607 Exercise of common stock warrants 797,487 824,608 Vesting of PSUs and RSUs 995,091 545,466 Total 12,240,055 4,773,681 |
401(k) Retirement Plan
401(k) Retirement Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
401(k) Retirement Plan | 401(k) Retirement PlanThe Company has a 401(k) retirement savings plan that provides retirement benefits to substantially all full-time U.S. employees. Eligible employees may contribute a percentage of their annual compensation, subject to Internal Revenue Service limitations. The Company did not provide any contributions to the 401(k) retirement savings plan for the years ended December 31, 2021 and 2020. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of pretax loss from operations for the years ended December 31, 2021 and 2020 are as follows: December 31, 2021 2020 U.S. domestic $ (117,868) $ (102,048) Foreign 185 90 Pretax loss from operations $ (117,683) $ (101,958) The components of income tax expense for continuing operations are as follows: December 31, 2021 2020 Current tax provision: Federal $ — $ — State — 23 Foreign — — Total provision for income taxes $ — $ 23 There was no provision for state incomes taxes for the year ended December 31, 2021. The provision for state income taxes was less than $0.1 million for the year ended December 31, 2020. Current income taxes are based upon the year’s income taxable for federal, state and foreign tax reporting purposes. Deferred income taxes (benefits) are provided for certain income and expenses, which are recognized in different periods for tax and financial reporting purposes. Deferred tax assets and liabilities are computed for differences between the consolidated financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the period in which the differences are expected to affect taxable income, and NOL carryforwards and R&D tax credit carryforwards. The Company adopted ASU 2019-12 in the first quarter of 2021 and has recorded franchise taxes not based on income outside of income tax expense. A reconciliation of the expected tax computed at the U.S. statutory federal income tax rate to the total expense for income taxes for the years ended December 31, 2021 and 2020 is as follows (dollars in thousands): Year Ended December 31, 2021 2020 Income tax benefit at federal statutory rate $ (24,714) 21.00 % $ (21,411) 21.00 % Adjustments for tax effects of: State taxes, net (2,343) 2.00 % (2,237) 2.19 % Permanent adjustments 352 (0.30) % 968 (0.95) % Warrants — — % 1,167 (1.14) % Research and development credit (2,255) 1.90 % (5,870) 5.76 % Unrecognized tax benefit 676 (0.60) % 1,761 (1.73) % Valuation allowance 26,935 (22.90) % 26,619 (26.11) % Rate change 532 (0.50) % (737) 0.72 % Other 817 (0.60) % (237) 0.23 % Income tax expense $ — — % $ 23 (0.03) % Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2021 and 2020 were as follows (in thousands): December 31, 2021 2020 Deferred tax assets: Net operating losses $ 93,668 $ 68,727 Stock-based compensation 2,468 1,225 Research and development credit 8,803 7,225 Accrued vacation 432 390 Accrued expenses 446 745 Inventory 202 — Intangible assets 3,564 3,863 Lease liability 1,114 439 Other 11 196 Total gross deferred tax assets 110,708 82,810 Valuation allowance (106,717) (79,782) Net deferred tax asset 3,991 3,028 Deferred tax liabilities: Property and equipment (1,986) (1,979) Prepaid expenses (593) (642) Right of use assets (1,009) (349) IRC 263A — (58) Other deferred tax liabilities (313) — Debt (90) — Total deferred tax liabilities (3,991) (3,028) Net deferred tax assets (liabilities) $ — $ — In assessing the realizability of deferred tax assets as of December 31, 2021 and 2020, management considered whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible or the NOL carryforwards and R&D credit carryforwards will be used. The Company has determined it is more likely than not that its net deferred tax assets will not be realized. Accordingly, a valuation allowance has been recorded as of December 31, 2021 and 2020, to fully offset the net deferred tax assets of $106.7 million and $79.8 million, respectively. As of December 31, 2021, the Company had approximately $415.3 million of NOL carryforwards available for federal tax purposes. As a result of the Tax Cuts and Jobs Act, for U.S. income tax purposes, NOLs generated prior to December 31, 2017 can still be carried forward for up to 20 years, but NOLs generated after December 31, 2017 carryforward indefinitely, but are limited to 80% utilization against taxable income. Of the total federal NOL of $415.3 million, $108.2 million will begin to expire in 2031 and $307.1 million will not expire but will only offset 80% of future taxable income. On December 27, 2020, the United States enacted the Consolidated Appropriations Act of 2021 (“CAA”). The CAA includes provisions extending certain CARES Act provisions and adds coronavirus relief and tax and health extenders. As of December 31, 2021, the Company also had approximately $105.7 million of state NOL carryforwards. The state NOLs begin to expire in 2029. As of December 31, 2021, the Company had no NOL carryforwards available for foreign tax purposes. As of December 31, 2021, the Company had approximately $8.1 million of R&D credit carryforwards available for federal tax purposes, which begin to expire in 2031. As of December 31, 2021, the Company also had approximately $5.6 million of R&D credit carryforwards for California. The state R&D credits do not expire. NOL carryforwards may be subject to a substantial annual limitation due to ownership change limitations that may have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), as well as similar state and foreign provisions. These ownership changes may limit the amount of NOL and R&D credit carryforwards that can be used annually to offset future taxable income and tax, respectively. In general, an “ownership change” as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50% of the outstanding stock of a company by certain stockholders. The Company has not completed a study to assess whether an ownership change has occurred or whether there have been multiple ownership changes since the Company’s formation due to the complexity and cost associated with such study, and the fact that there may be additional such ownership changes in the future. The Company conducts intensive research and experimentation activities, generating R&D tax credits for Federal and state purposes under Section 41 of the Code. The Company has not performed a formal study validating these credits claimed in the tax returns. Once a study is prepared, the amount of R&D tax credits available could vary from what was originally claimed on the tax returns. The following table summarizes the changes to unrecognized tax benefits as of December 31, 2021 and 2020 (in thousands): December 31, 2021 2020 Balance at beginning of year $ 3,397 $ 1,539 Increases related to prior year tax positions — 1,210 Increases related to current year tax positions 731 648 Balance at end of year $ 4,128 $ 3,397 As of December 31, 2021, the Company has unrecognized tax benefits of $4.1 million of which $3.8 million will affect the effective tax rate if recognized when the Company no longer has a valuation allowance offsetting its deferred tax assets. The Company does not anticipate that there will be a significant change in unrecognized tax benefits over the next 12 months. The Company is subject to U.S. federal and various state tax as well as Belgium tax jurisdictions. Since the Company formed in 2011, all filed tax returns are subject to examination. Generally, the tax years remain open for examination by the federal statute under a three-year statute of limitation; however, states generally keep their statutes open between three The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest and penalties on its consolidated balance sheets and has not recognized interest and/or penalties in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2021 and 2020. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions In August 2021, the Company entered into the Exchange Agreements with Deerfield Private Design Fund III, L.P., Deerfield Partners, L.P., OrbiMed Private Investments IV, LP and OrbiMed Royalty Opportunities II, LP pursuant to which the investors exchanged 6,665,841 shares of the Company’s common stock for 6,666 shares of Series A Common Equivalent Preferred Stock, par value $0.001 per share (see Note 15). The Company licenses certain patent rights from a former director and shareholder. The license agreement provides for royalty payments to the shareholder of 3% of net product sales, as defined in the agreement. Royalties earned prior to the director’s resignation were less than $0.1 million for the year ended December 31, 2020. Additionally, the former director and shareholder also works for one of the Company’s customers and can significantly influence the customer to purchase the Company’s product. Prior to the director’s resignation, the Company recorded sales to this customer of $0.5 million for the year ended December 31, 2020. The Company has a consulting agreement with the chairman of the Company’s board of directors. The Company recorded $0.1 million and $0.2 million for the years ended December 31, 2021 and 2020, respectively, in SG&A expense in the consolidated statements of operations and comprehensive loss, for the consulting services. With the completion of the IPO, the performance condition was satisfied for certain PSUs granted to the chairman of the Company’s board of directors. The Company recorded $4.6 million of stock-based compensation expense for these awards for the year ended December 31, 2020 in SG&A expense in the consolidated statement of operations and comprehensive loss. Multiple preferred stock shareholders entered into the 2018 Convertible Notes and 2019 Convertible Notes that also contained detached warrants. Additionally, OrbiMed Royalty Opportunities II, LP and Deerfield Private Design Fund II, L.P. entered into the 2019 Credit Agreement with the Company in 2019 for a total of $70.0 million with $40.0 million being drawn as of December 31, 2021 and 2020. The Company recorded $5.7 million and $5.5 million for the years ended December 31, 2021 and 2020, respectively, in interest expense related to this debt agreement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Acutus Medical, Inc. and its wholly-owned subsidiary Acutus Medical NV (“Acutus NV”), which was incorporated under the laws of Belgium in August 2013. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and disclosures of contingent assets and liabilities. The most significant estimates and assumptions in the Company’s consolidated financial statements include, but are not limited to, revenue recognition, useful lives of intangible assets, assessment of impairment of goodwill, measurement of operating lease liabilities, and the fair value of common stock, stock options, warrants, intangible assets, contingent consideration and goodwill. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenue and expenses that are not readily apparent from other sources. Actual results could differ from those estimates. |
Segments | Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business in one operating segment. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. All of the Company’s cash equivalents have liquid markets and high credit ratings. The Company maintains its cash in bank deposits and other accounts, the balances of which, at times and as of December 31, 2021 and 2020, exceeded federally insured limits. |
Marketable Securities | Marketable Securities The Company considers its debt securities to be available-for-sale securities. Available-for-sale securities are initially classified as cash equivalents, short-term marketable securities or long-term marketable securities based on the maturity date at time of purchase and their availability to meet current operating requirements. Marketable securities that mature in three months or less from the date of purchase are classified as cash equivalents. Marketable securities, excluding cash equivalents, that mature in one year or less are classified as short-term available-for-sale securities and are reported as a component of current assets. Securities that are classified as available-for-sale are measured at fair value with temporary unrealized gains and losses reported in other comprehensive loss, and as a component of stockholders’ equity (deficit) until their disposition or maturity. See “Fair Value Measurements” below. The Company reviews all available-for-sale securities at each period end to determine if they remain available-for-sale based on the Company’s current intent and ability to sell the security if it is required to do so. Realized gains and losses from the sale of marketable securities, if any, are calculated using the specific-identification method. Marketable securities are subject to a periodic impairment review. The Company may recognize an impairment charge when a decline in the fair value of investments below the cost basis is determined to be other-than-temporary. In determining whether a decline in market value is other-than-temporary, various factors are considered, including the cause, duration of time and |
Concentrations of Credit Risk and Off-Balance Sheet Risk | Concentrations of Credit Risk and Off-Balance Sheet Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash, cash equivalents, restricted cash, accounts receivable and marketable securities. Cash and restricted cash are maintained in accounts with financial institutions, which, at times may exceed the Federal depository insurance coverage of $0.25 million. The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. The Company’s marketable securities portfolio consists of investments in money market funds, commercial paper, U.S. treasury securities, Yankee debt securities, supranational, asset-backed securities and short-term high credit quality corporate debt securities. |
Revenue from Contracts with Customers | Revenue from Contracts with Customers The Company accounts for revenue earned from contracts with customers under ASC 606, Revenue from Contracts with Customers (“ASC 606”), and ASC 842, Leases (“ASC 842”). The core principle of ASC 606 is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: • Step 1: Identify the contract with the customer. • Step 2: Identify the performance obligations in the contract. • Step 3: Determine the transaction price. • Step 4: Allocate the transaction price to the performance obligations in the contract. • Step 5: Recognize revenue when, or as, the company satisfies a performance obligation. ASC 842 provides guidance on determining if an agreement contains a lease. ASC 842 defines a lease as a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. For new customers, the Company places its medical diagnostic equipment, AcQMap System, at customer sites under evaluation agreements and generates revenue from the sale of disposable products used with the AcQMap System. Disposable products primarily include AcQMap Catheters and AcQGuide Steerable Sheaths. Outside of the U.S., the Company also has the Qubic Force Device which generates revenue from the sale of the AcQBlate FORCE Ablation Catheters. The Company provides the disposable products in exchange for consideration, which occurs when a customer submits a purchase order and the Company provides disposables at the agreed upon prices in the invoice. Generally, customers purchase disposable products using separate purchase orders after the equipment has been provided to the customer for free with no binding agreement or requirement to purchase any disposable products. The Company has elected the practical expedient and accounting policy election to account for the shipping and handling as activities to fulfill the promise to transfer the disposable products and not as a separate performance obligation. The Company sells the AcQMap System to customers along with software updates on a when-and-if-available basis, as well as the Qubic Force Device and a transseptal crossing line of products which can be used in a variety of heart procedures and does not need to be accompanied with an AcQMap System or Qubic Force Device. Included in the transseptal crossing line of products are primarily the AcQRef introducer sheath, the AcQGuide sheaths and the AcQCross Transseptal Dilator/Needle. The Company also enters into deferred equipment agreements that are generally structured such that the Company agrees to provide an AcQMap System at no up-front charge, with title of the device transferring to the customer at the end of the contract term, in exchange for the customer’s commitment to purchase disposables at a specified price over the term of the agreement, which generally ranges from two consideration allocated to the lease. The lease asset will be reduced by payments for minimum disposable purchases that are allocated to the lease. Lastly, the Company enters into short-term operating leases, for the rental of the system after an evaluation. These lease agreements impose no requirement on the customer to purchase the equipment and the equipment is not transferred to the customer at the end of the lease term. The short-term nature of the lease agreements does not result in lease payments accumulating to an amount that equals the value of the equipment nor is the lease term reflective of the economic life of the equipment. The Company’s contracts primarily include fixed consideration. Generally, there are no discounts, rebates, returns or other forms of variable consideration. Customers are generally required to pay within 30 to 60 days. The delivery of disposable products are performance obligations satisfied at a point in time. The disposable products are shipped Free on Board (“FOB”) shipping point or FOB destination. For disposable products that are shipped FOB shipping point, the customer has the significant risks and rewards of ownership and legal title to the assets when the disposable products leave the Company’s shipping facilities, thus the customer obtains control and revenue is recognized at that point in time. Revenue is recognized on delivery for disposable products shipped via FOB destination. For direct customers, the installation and delivery of the AcQMap System is satisfied at a point in time when the installation is complete, which is when the customer can benefit and has control of the system. For AcQMap System sales sold to Biotronik SE & Co. KG (“Biotronik”), the installation is not a performance obligation as it is performed by Biotronik, and therefore the AcQMap System is satisfied at a point in time when they have control of the system. The Company’s software updates and equipment service performance obligations are satisfied evenly over time as the customer simultaneously receives and consumes the benefits of the Company’s performance for these services throughout the service period. The Company allocates the transaction price to each performance obligation identified in the contract based on the relative standalone selling price (“SSP”). The Company determines SSP for the purposes of allocating the transaction price to each performance obligation based on the adjusted market assessment approach that maximizes the use of observable inputs, which includes, but is not limited to, transactions where the specific performance obligations are sold separately, list prices and offers to customers. Except for the deferred equipment agreements noted above, the Company’s contracts with customers generally have an expected duration of one year or less, and therefore the Company has elected the practical expedient in ASC 606 to not disclose information about its remaining performance obligations. Any incremental costs to obtain contracts are recorded as selling, general and administrative (“SG&A”) expense as incurred due to the short duration of the Company’s contracts. The Company’s contract balances consisted solely of accounts receivable as of December 31, 2021 and 2020. In May 2020, the Company entered into bi-lateral distribution agreements with Biotronik (the “Bi-Lateral Distribution Agreements”). Pursuant to the Bi-Lateral Distribution Agreements, the Company obtained a non-exclusive license to distribute a range of Biotronik’s products and accessories in the United States, Canada, China, Hong Kong and multiple Western European countries under the Company’s private label. Moreover, if an investigational device exemption (“IDE”) clinical trial is required for these products to obtain regulatory approval in the United States, or a clinical trial is required for these products to obtain regulatory approval in China, the Company will obtain an exclusive distribution right in such territories for a term of up to five years commencing on the date of regulatory approval if the Company covers the cost of the IDE or other clinical trial and the Company conducts such study within a specified period. Biotronik also agreed to distribute the Company’s products and accessories in Germany, Japan, Mexico, Switzerland and multiple countries in Asia-Pacific, Eastern Europe, the Middle East and South America. The Company also granted Biotronik a co-exclusive right to distribute these products in Hong Kong. Each party will pay to the other party specified transfer prices on the sale of the other party’s products and, accordingly, will earn a distribution margin on the sale of the other party’s products. |
Inventory | Inventory Inventory is comprised of raw materials, direct labor and manufacturing overhead and is stated at the lower of cost (first-in, first-out basis) or net realizable value. The Company recorded write-downs for excess and obsolete inventory based on management’s review of inventories on hand, compared to estimated future usage and sales, shelf-life and assumptions about the likelihood of obsolescence of $1.3 million and $0.1 million for the years ended December 31, 2021 and 2020, respectively. |
Accounts Receivable | Accounts Receivable Trade accounts receivable are recorded net of allowances for uncollectible accounts. The Company evaluates the collectability of its accounts receivable based on various factors including historical experience, the length of time the receivables are past due and the financial health of the customer. The Company reserves specific receivables if collectability is no longer reasonably assured. Based upon the assessment of these factors, the Company did not record an allowance for uncollectible accounts as of December 31, 2021 or 2020. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are recorded at cost. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the related assets, generally three |
Intangible Assets | Intangible Assets Intangible assets consist of acquired developed technology, acquired in-process technology, trademarks and trade names and a customer-related intangible which were acquired as part of the acquisition of Rhythm Xience, Inc. (“Rhythm Xience”) in June 2019. The Company’s intangible assets also include a license agreement with Biotronik. The Company determines the appropriate useful life of its finite-lived intangible assets by performing an analysis of expected cash flows of the acquired assets. Finite-lived intangible assets are amortized over their estimated useful lives using the straight-line method, which approximates the pattern in which the economic benefits are consumed. Acquired in-process technology was classified as an indefinite-lived intangible asset, until the receipt of U.S. Food and Drug Administration (“FDA”) approval for the technology in January 2020. Once the FDA approval was received, the in-process technology was classified as a finite-lived intangible and amortization for in-process technology began. Indefinite-lived intangible assets are tested for impairment at least annually and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Indefinite-lived intangible assets are impaired if their estimated fair values are less than their carrying value. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price of an entity over the estimated fair value of the assets acquired and liabilities assumed, and it is presented as goodwill in the accompanying consolidated balance sheets. Under ASC 350, Intangibles – Goodwill and Other (“ASC 350”), goodwill is not amortized but is subject to periodic impairment testing. ASC 350 requires that an entity assign its goodwill to reporting units and test each reporting unit’s goodwill for impairment at least on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. In the evaluation of goodwill for impairment, which is performed annually during the fourth quarter, the Company could first assess qualitative factors to determine whether the existence of events or circumstances led to a determination that it was more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company is required to perform a quantitative goodwill impairment test. The Company could also elect to perform a quantitative impairment test without first assessing qualitative factors. The Company has one reporting unit. For the years ended December 31, 2021 and 2020, the quantitative testing did not indicate any impairment for the carrying amount of goodwill. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment and finite-lived intangible assets, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment loss is recognized when the asset’s carrying value exceeds the total undiscounted cash flows expected from its use and eventual disposition. The amount of the impairment loss is determined as the excess of the carrying value of the asset over its fair value. For the years ended December 31, 2021 and 2020, the Company determined that there was no impairment of property and equipment or intangible assets. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions The assets, liabilities and results of operations of Acutus NV are measured using their functional currency, the Euro, which is the currency of the primary foreign economic environment in which this subsidiary operates. Upon consolidating this entity with the Company, its assets and liabilities are translated to U.S. dollars at currency exchange rates as of the balance sheet date and its revenues and expenses are translated at the weighted-average currency exchange rates during the applicable reporting periods. Translation adjustments resulting from the process of translating this entity’s financial statements are reported in accumulated other comprehensive income (loss) in the consolidated balance sheets and foreign currency translation adjustment in the consolidated statements of operations and comprehensive loss. |
Lessee Leases | Lessee Leases The Company accounts for its leases under ASC 842. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases, and are recorded on the consolidated balance sheet as both a right-of-use asset and a lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset results in straight-line rent expense over the lease term. Variable lease expenses are recorded when incurred. In calculating the right-of-use asset and lease liability, the Company has elected to combine lease and non-lease components. The Company excludes short-term leases having initial terms of twelve months or less from the new guidance as an accounting policy election. |
Cost of Products Sold | Cost of Products Sold Cost of products sold includes raw materials, direct labor, manufacturing overhead, shipping and receiving costs and other less significant indirect costs related to the production of the Company’s products. |
Research and Development | Research and Development The Company is actively engaged in new product research and development efforts. Research and development expenses consist primarily of salaries and employee-related costs (including stock-based compensation) for personnel directly engaged in research and development activities, clinical trial expenses, equipment costs, material costs, allocated rent and facilities costs and depreciation. In April 2021, the Company and Biotronik entered into a Feasibility and Development Agreement to pursue the development of hardware, software and IT infrastructure to implement the Qubic Connect System (“QBS”). The QBS will allow data transfer from multiple diagnostic and therapeutic medical products during an electrophysiology procedure to be aggregated and analyzed for the purposes of designing improved treatment protocols. Research and development expenses relating to possible future products are expensed as incurred. The Company also accrues and expenses costs for activities associated with clinical trials performed by third parties as incurred. All other costs relative to setting up clinical trial sites are expensed as incurred. Clinical trial site costs related to patient enrollment are accrued as patients are entered into the trials. |
Selling, General and Administrative | Selling, General and Administrative SG&A expenses consist primarily of salaries and employee-related costs (including stock-based compensation) for personnel in sales, executive, finance and other administrative functions, allocated rent and facilities costs, legal fees relating to intellectual property and corporate matters, professional fees for accounting and consulting services, marketing costs and insurance costs. The Company expenses all SG&A costs as incurred. |
Fair Value Measurements | Fair Value Measurements Fair value measurements are based on the premise that fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the following three-tier fair value hierarchy has been used in determining the inputs used in measuring fair value: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Observable inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3—Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Management’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The use of different assumptions and/or estimation methodologies may have a material effect on estimated fair values. Accordingly, the fair value estimates disclosed or initial amounts recorded may not be indicative of the amount that the Company or holders of the instruments could realize in a current market exchange. There were no transfers made among the three levels in the fair value hierarchy for the years ended December 31, 2021 and 2020. As of December 31, 2021 and 2020, the Company’s cash (excluding cash equivalents which are recorded at fair value on a recurring basis), restricted cash, accounts receivable, accounts payable and accrued expenses were carried at cost, which approximates the fair values due to the short-term nature of the instruments. The carrying amount of the Company’s long-term debt approximates fair value due to its variable market interest rate and management’s opinion that current rates and terms that would be available to the Company with the same maturity and security structure would be essentially equivalent to that of the Company’s long-term debt. The fair value of the Company’s money market funds is determined using quoted market prices in active markets for identical assets. The Company’s portfolio of marketable securities is comprised of commercial paper, asset-backed securities, U.S. treasury securities, Yankee debt securities, supranational and short-term highly liquid, high credit quality corporate debt securities. The fair value for the available-for-sale marketable securities is determined based on trade prices in active markets for identical |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for all stock-based payments to employees and non-employees, including grants of stock options, restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and restricted stock units with non-market performance and service conditions (“PSUs”) to be recognized in the consolidated financial statements, based on their respective grant date fair values. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model. The RSAs, RSUs and PSUs are valued based on the fair value of the Company’s common stock on the date of grant. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. The Company expenses stock-based compensation related to stock options, RSAs and RSUs over the requisite service period. As the PSUs have a performance condition, compensation expense was recognized for each vesting tranche over the respective requisite service period of each tranche upon the registration statement becoming effective on August 5, 2020, when the Company’s management deemed it probable that the performance conditions were satisfied. The Company recognized a cumulative true-up adjustment related to PSUs once the conditions became probable of being satisfied as the related service period had been completed in a prior period. All stock-based compensation costs are recorded in cost of products sold, research and development expense or SG&A expense in the consolidated statements of operations and comprehensive loss based upon the respective employee’s or non-employee’s roles within the Company. Forfeitures are recorded as they occur. See also “ Note 16—Stock-Based Compensation ” below. |
Income Taxes | Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse, and net operating loss (“NOL”) carryforwards and research and development (“R&D”) tax credit carryforwards. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. To date, there have been no interest or penalties charged in relation to the unrecognized tax benefits. |
Warrant Liability | Warrant Liability The Company accounted for certain common stock warrants and convertible preferred stock warrants outstanding as a liability, in accordance with ASC 815, Derivatives and Hedging |
Business Combinations | Business Combinations The Company accounts for business acquisitions using the acquisition method of accounting based on ASC 805, Business Combinations (“ASC 805”), which requires recognition and measurement of all identifiable assets acquired and liabilities assumed at their fair value as of the date control is obtained. The Company determines the fair value of assets acquired and liabilities assumed based upon its best estimates of the acquisition-date fair value of assets acquired and liabilities assumed in the acquisition. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired. |
Recently Adopted Accounting Pronouncements and Accounting Pronouncements to Be Adopted | Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. ASU No. 2019-12 removes certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company adopted this guidance in the first quarter of 2021, which did not have a material impact on its consolidated financial statements. Accounting Pronouncements to Be Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326) . The ASU sets forth a “current expected credit loss” model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost, available-for-sale debt securities and applies to certain off-balance sheet credit exposures. This ASU is effective for smaller reporting companies in 2023. The Company is currently assessing the impact of the adoption of this ASU on its consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-4, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying U.S. GAAP to transactions affected by reference rate reform if certain criteria are met. These transactions include: contract modifications, hedging relationships and sale or transfer of debt securities classified as held-to-maturity. Entities may apply the provisions of the new standard as of the beginning of the reporting period when the election is made (i.e., as early as the first quarter 2020). Unlike other topics, the provisions of this update are only available until December 31, 2022, when the reference rate replacement activity is expected to have been completed. The Company is currently evaluating the impact of this standard on its consolidated financial statements and has yet to elect an adoption date. In April 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt Modifications and Extinguishments (Subtopic 470-50), Compensation Stock Compensation (Topic 718), and Derivatives and Hedging Contracts in Entity’s Own Equity (Subtopic 815-40) , which provides clarification on how to account for a modification or exchange of free-standing equity-classified written call options that remain equity classified after the modification or exchange. This ASU is effective for smaller reporting companies in 2022. The Company does not expect the impact of the adoption of this ASU to have a material effect on its consolidated financial statements. In May 2021, the FASB issued ASU No. 2021-05, Leases (Topic 842), Lessors – Certain Leases with Variable Lease Payments , which clarifies that lessors should classify and account for a lease with variable lease payments that do not depend on a reference index or a rate as an operating lease. This ASU is effective for smaller reporting companies in 2022. The Company does not expect the impact of the adoption of this ASU to have a material effect on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Cash and Cash Equivalents and Restricted Cash | The following table reconciles cash and restricted cash in the consolidated balance sheets to the totals shown on the consolidated statements of cash flows (in thousands). December 31, 2021 December 31, 2020 Cash and cash equivalents $ 24,071 $ 25,234 Restricted cash 150 150 Total cash, cash equivalents and restricted cash $ 24,221 $ 25,384 |
Summary of Cash and Cash Equivalents and Restricted Cash | The following table reconciles cash and restricted cash in the consolidated balance sheets to the totals shown on the consolidated statements of cash flows (in thousands). December 31, 2021 December 31, 2020 Cash and cash equivalents $ 24,071 $ 25,234 Restricted cash 150 150 Total cash, cash equivalents and restricted cash $ 24,221 $ 25,384 |
Summary of Disaggregation of Revenue | The following table sets forth the Company’s revenue for disposables, systems, and service/other for the years ended December 31, 2021 and 2020 (in thousands): Year Ended December 31, 2021 2020 Disposables $ 11,938 $ 6,713 Systems 4,058 1,660 Service/Other 1,267 91 Total revenue $ 17,263 $ 8,464 |
Summary of Revenue from External Customers by Geographic Areas | The following table provides revenue by geographic location for the years ended December 31, 2021 and 2020 (in thousands): Year Ended December 31, 2021 2020 United States $ 8,325 $ 4,854 Outside the United States 8,938 3,610 Total revenue $ 17,263 $ 8,464 |
Summary of Fair Value, Liabilities Measured on Recurring Basis | The following tables classify the Company’s financial assets and liabilities measured at fair value on a recurring basis into the fair value hierarchy as of December 31, 2021 and 2020 (in thousands): Fair Value Measured as of December 31, 2021 Quoted Significant Significant Fair Value at December 31, 2021 Assets included in: Cash and cash equivalents Money market securities $ 21,893 $ — $ — $ 21,893 Marketable securities at fair value Corporate debt securities — 18,860 — 18,860 U.S. treasury securities — 5,064 — 5,064 Commercial paper — 36,759 — 36,759 Yankee debt securities — 3,932 — 3,932 Supranational — 3,051 — 3,051 Asset-backed securities — 16,156 — 16,156 Total fair value $ 21,893 $ 83,822 $ — $ 105,715 Liabilities included in: Contingent consideration $ — $ — $ 2,000 $ 2,000 Total fair value $ — $ — $ 2,000 $ 2,000 Fair Value Measured as of December 31, 2020 Quoted Significant Significant Fair Value at December 31, 2020 Assets included in: Cash and cash equivalents Money market securities $ 19,070 $ — $ — $ 19,070 Marketable securities at fair value Corporate debt securities — 31,353 — 31,353 Asset-backed securities — 8,726 — 8,726 U.S. treasury securities — 20,531 — 20,531 Commercial paper — 53,955 — 53,955 Total fair value $ 19,070 $ 114,565 $ — $ 133,635 Liabilities included in: Contingent consideration $ — $ — $ 9,300 $ 9,300 Total fair value $ — $ — $ 9,300 $ 9,300 |
Summary of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents changes in Level 3 liabilities measured at fair value for the years ended December 31, 2021 and 2020 (in thousands): Common Contingent Total Balance, December 31, 2019 $ 8,919 $ 13,900 $ 22,819 Payment of contingent consideration — (2,500) (2,500) Issuance of preferred stock for contingent — (2,197) (2,197) Reclassification of warrant liability (14,474) — (14,474) Change in fair value 5,555 97 5,652 Balance, December 31, 2020 $ — $ 9,300 $ 9,300 Payment of contingent consideration — (3,435) (3,435) Escrow release — (119) (119) Change in fair value — (3,746) (3,746) Balance, December 31, 2021 $ — $ 2,000 $ 2,000 |
Weighted Average Unobservable Inputs to Measure Contingent Consideration | The weighted-average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the contingent consideration from the acquisition of Rhythm Xience as of December 31, 2021 and December 31, 2020 were as follows: December 31, 2021 December 31, 2020 Risk-free interest rate 0.60% 0.20% Expected term in years 1.0 - 2.0 1.0 - 2.0 Expected volatility 28.8% 17.2% |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Marketable Securities | Marketable securities consisted of the following as of December 31, 2021 and 2020 (in thousands): December 31, 2021 Amortized Gross Gross Fair Value Available-for-sale securities - short-term: Corporate debt securities, short-term $ 15,786 $ — $ (6) $ 15,780 U.S. treasury securities 5,073 — (9) 5,064 Commercial paper 36,759 — — 36,759 Yankee debt securities 3,941 — (9) 3,932 Supranational 3,054 — (3) 3,051 Asset-backed securities, short-term 12,128 — (12) 12,116 Total available-for-sale securities - short-term 76,741 — (39) 76,702 Corporate debt securities, long-term 3,082 — (2) 3,080 Asset-backed securities, long-term 4,044 — (4) 4,040 Total available-for-sale securities - long-term 7,126 — (6) 7,120 Total available-for-sale securities $ 83,867 $ — $ (45) $ 83,822 December 31, 2020 Amortized Gross Gross Fair Value Available-for-sale securities - short-term: Corporate debt securities $ 31,359 $ — $ (6) $ 31,353 U.S. treasury securities 20,533 — (2) 20,531 Commercial paper 53,955 — — 53,955 Total available-for-sale securities - short-term 105,847 — (8) 105,839 Asset-backed securities, long-term 8,726 — — 8,726 Total available-for-sale securities $ 114,573 $ — $ (8) $ 114,565 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Summary of Inventory | Inventory as of December 31, 2021 and 2020 consisted of the following (in thousands): December 31, 2021 December 31, 2020 Raw materials $ 6,779 $ 7,960 Work in process 1,772 1,267 Finished goods 7,857 3,731 Total inventory $ 16,408 $ 12,958 |
Lessor Sales-Type Leases (Table
Lessor Sales-Type Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Estimated Future Maturities of Customer Sales-Type Lease Receivables | As of December 31, 2021, estimated future maturities of customer sales-type lease receivables for each of the following years were as follows (in thousands): Year ending December 31, 2022 $ 859 Year ending December 31, 2023 408 Year ending December 31, 2024 244 Year ending December 31, 2025 71 Year ending December 31, 2026 — Lease receivable $ 1,582 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment, Net | The Company’s property and equipment, net, consisted of the following as of December 31, 2021 and 2020 (in thousands): December 31, 2021 December 31, 2020 Medical diagnostic equipment $ 16,759 $ 13,242 Furniture and fixtures 433 388 Office equipment 1,538 1,392 Laboratory equipment and software 5,302 3,491 Leasehold improvements 582 608 Construction in process 958 468 Total property and equipment 25,572 19,589 Less: accumulated depreciation (11,902) (7,233) Property and equipment, net $ 13,670 $ 12,356 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill and Intangible Assets Activities | The tables below summarize goodwill and intangible assets activities as of December 31, 2021 and 2020 (in thousands): Goodwill Intangible Balance, December 31, 2019 $ 12,026 $ 4,110 Biotronik license agreement — 2,000 Amortization expense — (457) Balance, December 31, 2020 12,026 5,653 Amortization expense — (640) Balance, December 31, 2021 $ 12,026 $ 5,013 |
Summary of Finite Lived Intangible Assets | Estimated Weighted Intangible Accumulated December 31, 2021 Developed technology 10 7.6 $ 4,200 $ (1,020) $ 3,180 Customer-related intangible 5 2.5 100 (50) 50 Licensed intangibles 10 8.9 2,000 (217) 1,783 Total $ 6,300 $ (1,287) $ 5,013 Estimated Weighted Intangible Accumulated December 31, Developed technology 10 8.6 $ 4,200 $ (600) $ 3,600 Customer-related intangible 5 3.5 100 (30) 70 Licensed intangibles 10 9.9 2,000 (17) 1,983 Total $ 6,300 $ (647) $ 5,653 |
Summary of Remaining Amortization Expense | The following table shows the remaining amortization expense associated with amortizable intangible assets as of December 31, 2021 (in thousands): Developed Customer- Licensed Total Year ending December 31, 2022 $ 420 $ 20 $ 200 $ 640 Year ending December 31, 2023 420 20 200 640 Year ending December 31, 2024 420 10 200 630 Year ending December 31, 2025 420 — 200 620 Year ending December 31, 2026 420 — 200 620 Thereafter 1,080 — 783 1,863 Total $ 3,180 $ 50 $ 1,783 $ 5,013 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Liabilities | Accrued liabilities consisted of the following as of December 31, 2021 and 2020 (in thousands): December 31, December 31, Compensation and related expenses $ 7,088 $ 6,250 Professional fees 158 120 Deferred revenue 401 301 Sales and use tax 71 169 Clinical studies 541 187 Clinician accounts 358 149 Accrued royalties 129 86 Other 350 46 Total accrued liabilities $ 9,096 $ 7,308 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Instruments [Abstract] | |
Summary of Outstanding Debt | Outstanding debt as of December 31, 2021 and 2020 consisted of the following (in thousands): December 31, December 31, 2019 Credit Agreement (1) $ 44,550 $ 44,550 Total debt, gross 44,550 44,550 Less: Unamortized debt discount and fees (4,135) (5,539) Total long-term debt $ 40,415 $ 39,011 (1) The 2019 Credit Agreement includes final payment fees of $4.6 million. |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Summary of Quantitative Information About Operating Leases and Components of Lease Cost | The following table summarizes quantitative information about the Company’s operating leases for the years ended December 31, 2021 and 2020 (dollars in thousands): Year Ended December 31, 2021 2020 Operating cash flows from operating leases $ 853 $ 1,013 Weighted average remaining lease term – operating 3.6 1.6 Weighted average discount rate – operating leases 7.0 % 7.0 % The following table provides the components of the Company’s lease cost for the years ended December 31, 2021 and 2020 (in thousands): Year Ended December 31, 2021 2020 Operating leases Operating lease cost $ 950 $ 864 Variable lease cost 325 311 Total rent expense $ 1,275 $ 1,175 |
Summary of Future Minimum Payments Under the Non-cancelable Operating Leases | As of December 31, 2021, future minimum payments under the non-cancelable operating leases were as follows (in thousands): Year ending December 31, 2022 $ 903 Year ending December 31, 2023 1,135 Year ending December 31, 2024 1,167 Year ending December 31, 2025 1,151 Year ending December 31, 2026 1,185 Thereafter 1,221 Total 6,762 Less: present value discount (1,776) Operating lease liabilities $ 4,986 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Outstanding Warrants to Purchase the Company's Common Stock | As of December 31, 2021 and 2020, the outstanding warrants to purchase the Company’s common stock were comprised of the following: Equity Upon Exercise Price Expiration Date December 31, 2021 December 31, 2020 Warrants issued in 2015 Common stock $ 5.25 1/30/25 3,808 3,808 Warrants issued with 2018 Convertible Notes Common stock $ 0.10 6/7/28 346,689 373,810 Warrants issued with 2018 Term Loan Common stock $ 16.67 7/31/28 26,998 26,998 Warrants issued with 2019 Credit Agreement Common stock $ 16.67 5/20/29 419,992 419,992 Total Warrants 797,487 824,608 The Company’s warrant activity for the years ended December 31, 2021 and 2020 is as follows: Warrants Weighted Weighted Balance - December 31, 2019 956,552 $ 7.88 8.8 Exercised (131,944) 0.25 7.5 Balance - December 31, 2020 824,608 $ 9.10 7.9 Exercised (26,958) $ 0.10 6.4 Shares withheld for exercise price (163) 0.10 6.4 Balance - December 31, 2021 797,487 $ 9.41 6.9 |
Schedule of Warrant Activity | As of December 31, 2021 and 2020, the outstanding warrants to purchase the Company’s common stock were comprised of the following: Equity Upon Exercise Price Expiration Date December 31, 2021 December 31, 2020 Warrants issued in 2015 Common stock $ 5.25 1/30/25 3,808 3,808 Warrants issued with 2018 Convertible Notes Common stock $ 0.10 6/7/28 346,689 373,810 Warrants issued with 2018 Term Loan Common stock $ 16.67 7/31/28 26,998 26,998 Warrants issued with 2019 Credit Agreement Common stock $ 16.67 5/20/29 419,992 419,992 Total Warrants 797,487 824,608 The Company’s warrant activity for the years ended December 31, 2021 and 2020 is as follows: Warrants Weighted Weighted Balance - December 31, 2019 956,552 $ 7.88 8.8 Exercised (131,944) 0.25 7.5 Balance - December 31, 2020 824,608 $ 9.10 7.9 Exercised (26,958) $ 0.10 6.4 Shares withheld for exercise price (163) 0.10 6.4 Balance - December 31, 2021 797,487 $ 9.41 6.9 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity [Abstract] | |
Schedule of Initial Conversion Price per Share for each Series of Convertible Preferred Stock | The initial conversion price per share for each series of convertible preferred stock was the original issue price applicable to such series as follows: Series Conversion Series A convertible preferred stock $ 8.295 Series B convertible preferred stock $ 13.370 Series C convertible preferred stock $ 16.667 Series D convertible preferred stock $ 16.667 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Estimate of the Fair Value of Stock Option | The following assumptions were used to estimate the fair value of stock option for the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 Risk-free interest rate 0.76% - 1.39% 0.35% - 0.90% Expected dividend yield — — Expected term in years 5.5 - 7 7 Expected volatility 60% - 75% 60% - 80% |
Summary of Stock Option Activity | The following table summarizes stock option activity during the years ended December 31, 2021 and 2020: Stock Weighted Weighted Aggregate Outstanding as of December 31, 2019 2,041,205 $ 9.52 7.7 $ 10,782 Options granted 1,794,895 16.91 Options exercised (172,312) 7.52 $ 1,660 Options forfeited (260,181) 12.10 Outstanding as of December 31, 2020 3,403,607 $ 13.32 8.1 $ 52,866 Options granted 1,196,281 12.89 Options exercised (111,804) 6.36 $ 2,799 Options forfeited (706,448) 14.76 Outstanding as of December 31, 2021 3,781,636 $ 13.12 7.6 $ 93 Options vested and exercisable as of December 31, 2021 1,799,522 $ 11.74 6.1 $ 64 |
Schedule of PSU and RSA Activity | The Company’s PSU and RSU activity for the years ended December 31, 2021 and 2020 was as follows: Number Weighted Unvested as of December 31, 2019 567,509 $ 13.37 Granted 270,718 19.87 Forfeited (7,386) 18.00 Vested (285,375) 13.37 Unvested as of December 31, 2020 545,466 $ 16.53 Granted 718,567 12.25 Forfeited (117,430) 17.22 Vested (151,512) 15.77 Unvested as of December 31, 2021 995,091 $ 13.47 |
Schedule of RSA Activity | The Company’s RSA activity for the years ended December 31, 2021 and 2020 was as follows: Number Weighted Unvested as of December 31, 2019 — $ — Granted 34,051 16.85 Vested (34,051) 16.85 Unvested as of December 31, 2020 — $ — Granted 186 14.75 Vested (186) 14.75 Unvested as of December 31, 2021 — $ — |
Summary of Stock-Based Compensation Expense for the Stock Options, PSUs, RSAs, and ESPP Expense | The following table summarizes the total stock-based compensation expense for the stock options, PSUs, RSUs, RSAs and ESPP expense recorded in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2021 and 2020 (in thousands): Year Ended 2021 2020 Cost of products sold $ 864 $ 440 Research and development 2,181 1,002 Selling, general and administrative 10,709 10,661 Total stock-based compensation $ 13,754 $ 12,103 |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Calculation of the Diluted Net Loss per Common Share | The table below provides potentially dilutive securities not included in the calculation of the diluted net loss per common share because to do so would be anti-dilutive: Year Ended December 31, Shares issuable upon: 2021 2020 Conversion of Series A Common Equivalent Preferred Stock 6,665,841 — Exercise of stock options 3,781,636 3,403,607 Exercise of common stock warrants 797,487 824,608 Vesting of PSUs and RSUs 995,091 545,466 Total 12,240,055 4,773,681 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Pretax Loss from Operation | The components of pretax loss from operations for the years ended December 31, 2021 and 2020 are as follows: December 31, 2021 2020 U.S. domestic $ (117,868) $ (102,048) Foreign 185 90 Pretax loss from operations $ (117,683) $ (101,958) |
Schedule of Components of Income Tax Expense for Continuing Operations | The components of income tax expense for continuing operations are as follows: December 31, 2021 2020 Current tax provision: Federal $ — $ — State — 23 Foreign — — Total provision for income taxes $ — $ 23 |
Schedule of Reconciliation of Expected Tax Computed at U.S. Statutory Federal Income Tax Rate to Total Expense for Income Taxes | A reconciliation of the expected tax computed at the U.S. statutory federal income tax rate to the total expense for income taxes for the years ended December 31, 2021 and 2020 is as follows (dollars in thousands): Year Ended December 31, 2021 2020 Income tax benefit at federal statutory rate $ (24,714) 21.00 % $ (21,411) 21.00 % Adjustments for tax effects of: State taxes, net (2,343) 2.00 % (2,237) 2.19 % Permanent adjustments 352 (0.30) % 968 (0.95) % Warrants — — % 1,167 (1.14) % Research and development credit (2,255) 1.90 % (5,870) 5.76 % Unrecognized tax benefit 676 (0.60) % 1,761 (1.73) % Valuation allowance 26,935 (22.90) % 26,619 (26.11) % Rate change 532 (0.50) % (737) 0.72 % Other 817 (0.60) % (237) 0.23 % Income tax expense $ — — % $ 23 (0.03) % |
Schedule of Components of Company's Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2021 and 2020 were as follows (in thousands): December 31, 2021 2020 Deferred tax assets: Net operating losses $ 93,668 $ 68,727 Stock-based compensation 2,468 1,225 Research and development credit 8,803 7,225 Accrued vacation 432 390 Accrued expenses 446 745 Inventory 202 — Intangible assets 3,564 3,863 Lease liability 1,114 439 Other 11 196 Total gross deferred tax assets 110,708 82,810 Valuation allowance (106,717) (79,782) Net deferred tax asset 3,991 3,028 Deferred tax liabilities: Property and equipment (1,986) (1,979) Prepaid expenses (593) (642) Right of use assets (1,009) (349) IRC 263A — (58) Other deferred tax liabilities (313) — Debt (90) — Total deferred tax liabilities (3,991) (3,028) Net deferred tax assets (liabilities) $ — $ — |
Schedule of Changes to Unrecognized Tax Benefits | The following table summarizes the changes to unrecognized tax benefits as of December 31, 2021 and 2020 (in thousands): December 31, 2021 2020 Balance at beginning of year $ 3,397 $ 1,539 Increases related to prior year tax positions — 1,210 Increases related to current year tax positions 731 648 Balance at end of year $ 4,128 $ 3,397 |
Organization and Description _2
Organization and Description of Business (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 10, 2020 | Jul. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||||
Cash, cash equivalents, and short-term investments | $ 107,900 | $ 139,800 | ||
Net loss | 117,683 | 101,981 | ||
Net cash used in operating activities | 99,682 | 85,169 | ||
Accumulated deficit | 478,698 | 361,015 | ||
Working capital | 107,800 | 129,500 | ||
Proceeds from sale of convertible preferred stock and convertible debt | $ 253,900 | |||
Number of shares issued during the period (in shares) | 6,325,000 | |||
Proceeds from issuance of common stock, net of issuance costs | $ 82,657 | $ 166,286 | ||
Proceeds from issuance of common stock | $ 82,700 | |||
IPO | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued during the period (in shares) | 10,147,058 | |||
Price per share (in dollars per share) | $ 18 | |||
Proceeds from issuance of common stock, net of issuance costs | $ 166,300 | |||
Over-Allotment Option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued during the period (in shares) | 1,323,529 | 825,000 | ||
Price per share (in dollars per share) | $ 14 | |||
Public Stock Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of stock, consideration received on transaction | $ 88,600 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 12 Months Ended | |
Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | |
Summary of Significant Accounting Policies [Line Items] | ||
Number of operating segment | segment | 1 | |
Other-than-temporary impairments related to marketable securities | $ 0 | $ 0 |
Cash, FDIC insured amount | 250,000 | |
Inventory write-down | 1,300,000 | 100,000 |
Allowance for uncollectible accounts | 0 | 0 |
Impairment of property and equipment | $ 0 | $ 0 |
Minimum | ||
Summary of Significant Accounting Policies [Line Items] | ||
Customers payment period | 30 days | |
Property and equipment, estimated useful lives | 3 years | |
Maximum | ||
Summary of Significant Accounting Policies [Line Items] | ||
Customers payment period | 60 days | |
Contracts with customers, expected duration | 1 year | |
Property and equipment, estimated useful lives | 5 years | |
Deferred Equipment Agreements | ||
Summary of Significant Accounting Policies [Line Items] | ||
Up front charge | $ 0 | |
Deferred Equipment Agreements | Minimum | ||
Summary of Significant Accounting Policies [Line Items] | ||
Contract with customer, contract term | 2 years | |
Deferred Equipment Agreements | Maximum | ||
Summary of Significant Accounting Policies [Line Items] | ||
Contract with customer, contract term | 4 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Cash and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 24,071 | $ 25,234 | |
Restricted cash | 150 | 150 | |
Total cash, cash equivalents and restricted cash | $ 24,221 | $ 25,384 | $ 9,602 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies [Line Items] | ||
Total revenue | $ 17,263 | $ 8,464 |
Disposables | ||
Summary of Significant Accounting Policies [Line Items] | ||
Total revenue | 11,938 | 6,713 |
Systems | ||
Summary of Significant Accounting Policies [Line Items] | ||
Total revenue | 4,058 | 1,660 |
Service/Other | ||
Summary of Significant Accounting Policies [Line Items] | ||
Total revenue | $ 1,267 | $ 91 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary of Revenue from External Customers by Geographic Areas (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies [Line Items] | ||
Total revenue | $ 17,263 | $ 8,464 |
United States | ||
Summary of Significant Accounting Policies [Line Items] | ||
Total revenue | 8,325 | 4,854 |
Outside the United States | ||
Summary of Significant Accounting Policies [Line Items] | ||
Total revenue | $ 8,938 | $ 3,610 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Summary of Fair Value, Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets included in: | ||
Available-for-sale securities | $ 83,822 | $ 114,565 |
Total fair value | 105,715 | 133,635 |
Liabilities included in: | ||
Total fair value | 2,000 | 9,300 |
Contingent consideration | ||
Liabilities included in: | ||
Total fair value | 2,000 | 9,300 |
Money market securities | ||
Assets included in: | ||
Money market securities | 21,893 | 19,070 |
Corporate debt securities | ||
Assets included in: | ||
Available-for-sale securities | 18,860 | 31,353 |
U.S. treasury securities | ||
Assets included in: | ||
Available-for-sale securities | 5,064 | 20,531 |
Commercial paper | ||
Assets included in: | ||
Available-for-sale securities | 36,759 | 53,955 |
Yankee debt securities | ||
Assets included in: | ||
Available-for-sale securities | 3,932 | |
Supranational | ||
Assets included in: | ||
Available-for-sale securities | 3,051 | |
Asset-backed securities | ||
Assets included in: | ||
Available-for-sale securities | 16,156 | 8,726 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets included in: | ||
Total fair value | 21,893 | 19,070 |
Liabilities included in: | ||
Total fair value | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Contingent consideration | ||
Liabilities included in: | ||
Total fair value | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market securities | ||
Assets included in: | ||
Money market securities | 21,893 | 19,070 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Corporate debt securities | ||
Assets included in: | ||
Available-for-sale securities | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | U.S. treasury securities | ||
Assets included in: | ||
Available-for-sale securities | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Commercial paper | ||
Assets included in: | ||
Available-for-sale securities | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Yankee debt securities | ||
Assets included in: | ||
Available-for-sale securities | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Supranational | ||
Assets included in: | ||
Available-for-sale securities | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Asset-backed securities | ||
Assets included in: | ||
Available-for-sale securities | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Assets included in: | ||
Total fair value | 83,822 | 114,565 |
Liabilities included in: | ||
Total fair value | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Contingent consideration | ||
Liabilities included in: | ||
Total fair value | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Money market securities | ||
Assets included in: | ||
Money market securities | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Corporate debt securities | ||
Assets included in: | ||
Available-for-sale securities | 18,860 | 31,353 |
Significant Other Observable Inputs (Level 2) | U.S. treasury securities | ||
Assets included in: | ||
Available-for-sale securities | 5,064 | 20,531 |
Significant Other Observable Inputs (Level 2) | Commercial paper | ||
Assets included in: | ||
Available-for-sale securities | 36,759 | 53,955 |
Significant Other Observable Inputs (Level 2) | Yankee debt securities | ||
Assets included in: | ||
Available-for-sale securities | 3,932 | |
Significant Other Observable Inputs (Level 2) | Supranational | ||
Assets included in: | ||
Available-for-sale securities | 3,051 | |
Significant Other Observable Inputs (Level 2) | Asset-backed securities | ||
Assets included in: | ||
Available-for-sale securities | 16,156 | 8,726 |
Significant Unobservable Inputs (Level 3) | ||
Assets included in: | ||
Total fair value | 0 | 0 |
Liabilities included in: | ||
Total fair value | 2,000 | 9,300 |
Significant Unobservable Inputs (Level 3) | Contingent consideration | ||
Liabilities included in: | ||
Total fair value | 2,000 | 9,300 |
Significant Unobservable Inputs (Level 3) | Money market securities | ||
Assets included in: | ||
Money market securities | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Corporate debt securities | ||
Assets included in: | ||
Available-for-sale securities | 0 | 0 |
Significant Unobservable Inputs (Level 3) | U.S. treasury securities | ||
Assets included in: | ||
Available-for-sale securities | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Commercial paper | ||
Assets included in: | ||
Available-for-sale securities | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Yankee debt securities | ||
Assets included in: | ||
Available-for-sale securities | 0 | |
Significant Unobservable Inputs (Level 3) | Supranational | ||
Assets included in: | ||
Available-for-sale securities | 0 | |
Significant Unobservable Inputs (Level 3) | Asset-backed securities | ||
Assets included in: | ||
Available-for-sale securities | $ 0 | $ 0 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Summary of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Reclassification of warrant liability to additional paid-in capital | $ 0 | $ 14,474 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | 9,300 | 22,819 |
Payment of contingent consideration | (3,435) | (2,500) |
Issuance of preferred stock for contingent consideration | (2,197) | |
Reclassification of warrant liability to additional paid-in capital | (14,474) | |
Escrow release | (119) | |
Change in fair value of contingent consideration | (3,746) | 5,652 |
Balance at end of period | 2,000 | 9,300 |
Common and Preferred Stock Warrant Liability | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | 0 | 8,919 |
Payment of contingent consideration | 0 | |
Reclassification of warrant liability to additional paid-in capital | (14,474) | |
Escrow release | 0 | |
Change in fair value of contingent consideration | 0 | 5,555 |
Balance at end of period | 0 | 0 |
Contingent Consideration | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | 9,300 | 13,900 |
Payment of contingent consideration | (3,435) | (2,500) |
Issuance of preferred stock for contingent consideration | (2,197) | |
Reclassification of warrant liability to additional paid-in capital | 0 | |
Escrow release | (119) | |
Change in fair value of contingent consideration | (3,746) | 97 |
Balance at end of period | $ 2,000 | $ 9,300 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Summary of Weighted Average Fair Value Assumptions on Contingent Consideration (Details) - Significant Unobservable Inputs (Level 3) - Rhythm Xience | Dec. 31, 2021 | Dec. 31, 2020 |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration from the acquisition, Fair value inputs | 0.0060 | 0.0020 |
Expected term in years | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration from the acquisition, Fair value inputs | 1 | 1 |
Expected term in years | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration from the acquisition, Fair value inputs | 2 | 2 |
Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration from the acquisition, Fair value inputs | 0.288 | 0.172 |
Asset Acquisition and Busines_2
Asset Acquisition and Business Combination - Narrative (Details) - USD ($) | Jun. 18, 2019 | Feb. 29, 2020 | Jul. 31, 2019 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||||
Research and development | $ 36,683,000 | $ 33,454,000 | |||||
Payments for contingent consideration | 3,435,000 | 2,500,000 | |||||
Change in fair value of contingent consideration | (3,746,000) | 97,000 | |||||
Acquisition costs | 0 | 0 | |||||
Biotronik Asset Acquisition | |||||||
Business Acquisition [Line Items] | |||||||
Consideration paid in cash | $ 10,000,000 | ||||||
Equity interests issued and issuable | $ 5,000,000 | ||||||
Payments for contingent consideration | 2,000,000 | ||||||
Accrued liabilities | (100,000) | ||||||
Contingent milestone and royalty payments | 8,000,000 | 8,000,000 | |||||
Potential milestone payments capitalized | 2,000,000 | ||||||
Biotronik Asset Acquisition | Maximum | |||||||
Business Acquisition [Line Items] | |||||||
Potential milestone payments payable | 10,000,000 | ||||||
Biotronik Asset Acquisition | Intellectual Property | |||||||
Business Acquisition [Line Items] | |||||||
Consideration transferred | $ 15,000,000 | ||||||
Research and development | $ 15,000,000 | ||||||
Biotronik Asset Acquisition | Series D Convertible Preferred Stocks | |||||||
Business Acquisition [Line Items] | |||||||
Business consideration, number of equity interests issued and issuable (in shares) | 273,070 | ||||||
Equity interests issued and issuable | $ 5,000,000 | ||||||
Rhythm Xience | |||||||
Business Acquisition [Line Items] | |||||||
Consideration paid in cash | $ 3,000,000 | ||||||
Payments for contingent consideration | 3,400,000 | 2,500,000 | |||||
Contingent consideration liability | 13,400,000 | 2,000,000 | |||||
Change in fair value of contingent consideration | $ (3,700,000) | $ 100,000 | |||||
Rhythm Xience | Earnout Consideration | |||||||
Business Acquisition [Line Items] | |||||||
Potential milestone payments payable | $ 17,000,000 | ||||||
Rhythm Xience | Series D Convertible Preferred Stocks | |||||||
Business Acquisition [Line Items] | |||||||
Business consideration, number of equity interests issued and issuable (in shares) | 119,993 | ||||||
Rhythm Xience | Series D Convertible Preferred Stocks | Earnout Consideration | |||||||
Business Acquisition [Line Items] | |||||||
Equity interests issued and issuable | $ 2,200,000 |
Marketable Securities - Summary
Marketable Securities - Summary of Marketable Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 83,867 | $ 114,573 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (45) | (8) |
Fair Value | 83,822 | 114,565 |
Short-term debt | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 76,741 | 105,847 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (39) | (8) |
Fair Value | 76,702 | 105,839 |
Long-term debt | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 7,126 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (6) | |
Fair Value | 7,120 | 8,700 |
Corporate debt securities | Short-term debt | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 15,786 | 31,359 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (6) | (6) |
Fair Value | 15,780 | 31,353 |
Corporate debt securities | Long-term debt | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 3,082 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (2) | |
Fair Value | 3,080 | |
U.S. treasury securities | Short-term debt | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 5,073 | 20,533 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (9) | (2) |
Fair Value | 5,064 | 20,531 |
Commercial paper | Short-term debt | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 36,759 | 53,955 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 36,759 | 53,955 |
Yankee debt securities | Short-term debt | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 3,941 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (9) | |
Fair Value | 3,932 | |
Supranational | Short-term debt | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 3,054 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (3) | |
Fair Value | 3,051 | |
Asset-backed securities | Short-term debt | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 12,128 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (12) | |
Fair Value | 12,116 | |
Asset-backed securities | Long-term debt | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 4,044 | 8,726 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (4) | 0 |
Fair Value | $ 4,040 | $ 8,726 |
Marketable Securities - Narrati
Marketable Securities - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale securities | $ 83,822 | $ 114,565 |
Short-term debt | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale securities | $ 76,702 | $ 105,839 |
Debt securities, available-for-sale, maturity | 1 year | 1 year |
Long-term debt | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale securities | $ 7,120 | $ 8,700 |
Debt securities, available-for-sale, maturity | 2 years | |
Long-term debt | Minimum | ||
Debt Securities, Available-for-sale [Line Items] | ||
Debt securities, available-for-sale, maturity | 2 years | |
Long-term debt | Maximum | ||
Debt Securities, Available-for-sale [Line Items] | ||
Debt securities, available-for-sale, maturity | 4 years |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 6,779 | $ 7,960 |
Work in process | 1,772 | 1,267 |
Finished goods | 7,857 | 3,731 |
Total inventory | $ 16,408 | $ 12,958 |
Lessor Sales-Type Leases - Narr
Lessor Sales-Type Leases - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lessor, Lease, Description [Line Items] | ||
Lease revenue | $ 1.1 | $ 0.8 |
Prepaid Expenses and Other Current Assets | ||
Lessor, Lease, Description [Line Items] | ||
Lease receivable | 0.9 | 0.4 |
Other Assets | ||
Lessor, Lease, Description [Line Items] | ||
Lease receivable | $ 0.7 | $ 0.4 |
Lessor Sales-Type Leases - Esti
Lessor Sales-Type Leases - Estimated Future Maturities of Customer Sales-Type Lease Receivables (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
Year ending December 31, 2022 | $ 859 |
Year ending December 31, 2023 | 408 |
Year ending December 31, 2024 | 244 |
Year ending December 31, 2025 | 71 |
Year ending December 31, 2026 | 0 |
Lease receivable | $ 1,582 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 25,572 | $ 19,589 |
Less: accumulated depreciation | (11,902) | (7,233) |
Property and equipment, net | 13,670 | 12,356 |
Medical diagnostic equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 16,759 | 13,242 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 433 | 388 |
Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,538 | 1,392 |
Laboratory equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 5,302 | 3,491 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 582 | 608 |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 958 | $ 468 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 5,754,000 | $ 2,763,000 |
Impairment of property and equipment | $ 0 | $ 0 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Summary of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill | ||
Balance at beginning of period | $ 12,026 | $ 12,026 |
Balance at end of period | 12,026 | 12,026 |
Intangible Assets | ||
Balance at beginning of period | 5,653 | 4,110 |
Amortization expense | (640) | (457) |
Balance at end of period | $ 5,013 | 5,653 |
Biotronik Asset Acquisition | ||
Goodwill | ||
Biotronik license agreement | 0 | |
Intangible Assets | ||
Biotronik license agreement | $ 2,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Finite Lived Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Intangible Assets | $ 6,300 | $ 6,300 | |
Accumulated Amortization | (1,287) | (647) | |
Finite-Lived Intangible Assets, Net | $ 5,013 | $ 5,653 | $ 4,110 |
Developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated Useful Life (in years) | 10 years | 10 years | |
Weighted Average Remaining Life (in years) | 7 years 7 months 6 days | 8 years 7 months 6 days | |
Intangible Assets | $ 4,200 | $ 4,200 | |
Accumulated Amortization | (1,020) | (600) | |
Finite-Lived Intangible Assets, Net | $ 3,180 | $ 3,600 | |
Customer-related intangible | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated Useful Life (in years) | 5 years | 5 years | |
Weighted Average Remaining Life (in years) | 2 years 6 months | 3 years 6 months | |
Intangible Assets | $ 100 | $ 100 | |
Accumulated Amortization | (50) | (30) | |
Finite-Lived Intangible Assets, Net | $ 50 | $ 70 | |
Licensed intangibles | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated Useful Life (in years) | 10 years | 10 years | |
Weighted Average Remaining Life (in years) | 8 years 10 months 24 days | 9 years 10 months 24 days | |
Intangible Assets | $ 2,000 | $ 2,000 | |
Accumulated Amortization | (217) | (17) | |
Finite-Lived Intangible Assets, Net | $ 1,783 | $ 1,983 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 640 | $ 457 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Summary of Remaining Amortization Expense Associated with Amortizable Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | |||
Year ending December 31, 2022 | $ 640 | ||
Year ending December 31, 2023 | 640 | ||
Year ending December 31, 2024 | 630 | ||
Year ending December 31, 2025 | 620 | ||
Year ending December 31, 2026 | 620 | ||
Thereafter | 1,863 | ||
Finite-Lived Intangible Assets, Net | 5,013 | $ 5,653 | $ 4,110 |
Developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Year ending December 31, 2022 | 420 | ||
Year ending December 31, 2023 | 420 | ||
Year ending December 31, 2024 | 420 | ||
Year ending December 31, 2025 | 420 | ||
Year ending December 31, 2026 | 420 | ||
Thereafter | 1,080 | ||
Finite-Lived Intangible Assets, Net | 3,180 | 3,600 | |
Customer-related intangible | |||
Finite-Lived Intangible Assets [Line Items] | |||
Year ending December 31, 2022 | 20 | ||
Year ending December 31, 2023 | 20 | ||
Year ending December 31, 2024 | 10 | ||
Year ending December 31, 2025 | 0 | ||
Year ending December 31, 2026 | 0 | ||
Thereafter | 0 | ||
Finite-Lived Intangible Assets, Net | 50 | 70 | |
Licensed intangibles | |||
Finite-Lived Intangible Assets [Line Items] | |||
Year ending December 31, 2022 | 200 | ||
Year ending December 31, 2023 | 200 | ||
Year ending December 31, 2024 | 200 | ||
Year ending December 31, 2025 | 200 | ||
Year ending December 31, 2026 | 200 | ||
Thereafter | 783 | ||
Finite-Lived Intangible Assets, Net | $ 1,783 | $ 1,983 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Compensation and related expenses | $ 7,088 | $ 6,250 |
Professional fees | 158 | 120 |
Deferred revenue | 401 | 301 |
Sales and use tax | 71 | 169 |
Clinical studies | 541 | 187 |
Clinician accounts | 358 | 149 |
Accrued royalties | 129 | 86 |
Other | 350 | 46 |
Total accrued liabilities | $ 9,096 | $ 7,308 |
Debt - Summary of Outstanding D
Debt - Summary of Outstanding Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total debt, gross | $ 44,550 | $ 44,550 |
Less: Unamortized debt discount and fees | (4,135) | (5,539) |
Total long-term debt | 40,415 | 39,011 |
2019 Credit Agreement | ||
Debt Instrument [Line Items] | ||
Total debt, gross | 44,550 | 44,550 |
Debt instrument, fee amount | $ 4,600 | $ 4,600 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | May 20, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||
Class of warrants, exercise price (in dollars per share) | $ 9.41 | $ 9.10 | $ 7.88 | |
2019 Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate | 7.75% | |||
Debt instrument, fee amount | $ 4,600,000 | $ 4,600,000 | ||
Warrants liability fair value | $ 900,000 | |||
Class of warrants number of securities called by the warrants or rights (in shares) | 419,992 | |||
Debt instrument, direct fees | $ 1,200,000 | |||
2019 Credit Agreement | Series C Convertible Preferred Stock | ||||
Debt Instrument [Line Items] | ||||
Class of warrants, exercise price (in dollars per share) | $ 16.67 | |||
2019 Credit Agreement | Series D Convertible Preferred Stock | ||||
Debt Instrument [Line Items] | ||||
Class of warrants, exercise price (in dollars per share) | $ 16.67 | $ 16.67 | ||
2019 Credit Agreement | Senior Term Loan | ||||
Debt Instrument [Line Items] | ||||
Conversion amount | $ 70,000,000 | |||
Proceeds from senior term loan | 40,000,000 | |||
Debt instrument, remaining amount | 30,000,000 | |||
Debt instrument unused borrowing capacity | $ 0 | |||
Debt instrument, fee amount | $ 4,600,000 | |||
Debt instrument, Initial debt discount before inception | $ 6,700,000 | |||
Default Event | Senior Term Loan | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate, increase (decrease) | 10.00% |
Operating Leases - Narrative (D
Operating Leases - Narrative (Details) | Dec. 31, 2021ft² |
Corporate Office Space and Manufacturing Facility | |
Lessee, Lease, Description [Line Items] | |
Office space | 50,800 |
Operating lease, renewal term | 5 years |
Office Space Zaventem Belgium | |
Lessee, Lease, Description [Line Items] | |
Office space | 3,900 |
Operating lease, renewal term | 3 years |
Operating Leases - Summary of Q
Operating Leases - Summary of Quantitative Information About Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 853 | $ 1,013 |
Weighted average remaining lease term – operating leases (in years) | 3 years 7 months 6 days | 1 year 7 months 6 days |
Weighted average discount rate – operating leases | 7.00% | 7.00% |
Operating Leases - Summary of C
Operating Leases - Summary of Components of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating leases | ||
Operating lease cost | $ 950 | $ 864 |
Variable lease cost | 325 | 311 |
Total rent expense | $ 1,275 | $ 1,175 |
Operating Leases - Summary of F
Operating Leases - Summary of Future Minimum Payments Under the Non-Cancelable Operating Leases (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
Year ending December 31, 2022 | $ 903 |
Year ending December 31, 2023 | 1,135 |
Year ending December 31, 2024 | 1,167 |
Year ending December 31, 2025 | 1,151 |
Year ending December 31, 2026 | 1,185 |
Thereafter | 1,221 |
Total | 6,762 |
Less: present value discount | (1,776) |
Operating lease liabilities | $ 4,986 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Dec. 31, 2021lawsuit |
Commitments and Contingencies Disclosure [Abstract] | |
Loss contingency, pending claims, number | 2 |
Warrants - Schedule of Outstand
Warrants - Schedule of Outstanding Warrants to Purchase the Company's Common Stock (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Warrant or Right [Line Items] | |||
Exercise price (in dollars per share) | $ 9.41 | $ 9.10 | $ 7.88 |
Warrants outstanding (in shares) | 797,487 | 824,608 | 956,552 |
Common Stock | Warrants issued in 2015 | |||
Class of Warrant or Right [Line Items] | |||
Exercise price (in dollars per share) | $ 5.25 | ||
Warrants outstanding (in shares) | 3,808 | 3,808 | |
Common Stock | Warrants issued with 2018 Convertible Notes | |||
Class of Warrant or Right [Line Items] | |||
Exercise price (in dollars per share) | $ 0.10 | ||
Warrants outstanding (in shares) | 346,689 | 373,810 | |
Common Stock | Warrants issued with 2018 Term Loan | |||
Class of Warrant or Right [Line Items] | |||
Exercise price (in dollars per share) | $ 16.67 | ||
Warrants outstanding (in shares) | 26,998 | 26,998 | |
Common Stock | Warrants issued with 2019 Credit Agreement | |||
Class of Warrant or Right [Line Items] | |||
Exercise price (in dollars per share) | $ 16.67 | ||
Warrants outstanding (in shares) | 419,992 | 419,992 |
Warrants - Schedule of Warrants
Warrants - Schedule of Warrants Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Warrants | |||
Balance at beginning of period (in shares) | 824,608 | 956,552 | |
Exercised (in shares) | (26,958) | (131,944) | |
Shares withheld for exercise price (in shares) | (163) | ||
Balance at end of period (in shares) | 797,487 | 824,608 | 956,552 |
Weighted Average Exercise Price | |||
Balance at beginning of period (in dollars per share) | $ 9.10 | $ 7.88 | |
Exercised (in dollars per share) | 0.10 | 0.25 | |
Shares withheld for exercise price (in dollars per share) | 0.10 | ||
Balance at end of period (in dollars per share) | $ 9.41 | $ 9.10 | $ 7.88 |
Weighted Average Remaining Contractual Life | 6 years 10 months 24 days | 7 years 10 months 24 days | 8 years 9 months 18 days |
Weighted Average Remaining Contractual Life, Exercised | 6 years 4 months 24 days | 7 years 6 months | |
Weighted Average Remaining Contractual Life, Shares withheld for exercise price | 6 years 4 months 24 days |
Warrants - Narrative (Details)
Warrants - Narrative (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2021holder | Aug. 10, 2020USD ($) | |
Warrants and Rights Note Disclosure [Abstract] | ||
Common and preferred stock warrant liability | $ | $ 14.5 | |
Number of warrant holders | holder | 4 | |
Maximum percentage of outstanding common stock | 0.049 | |
Maximum percentage of outstanding common stock, notice for increase | 0.099 |
Convertible Preferred Stock - N
Convertible Preferred Stock - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Aug. 10, 2020 | Feb. 29, 2020 | Dec. 31, 2021 |
Firm Underwritten Commitment | Prospective Event Triggering Conversion of Temporary Equity into Permanent Equity | |||
Temporary Equity [Line Items] | |||
Stock issue share price (in dollars per share) | $ 50 | ||
Firm Underwritten Commitment | Prospective Event Triggering Conversion of Temporary Equity into Permanent Equity | Minimum | |||
Temporary Equity [Line Items] | |||
Sale of stock consideration received | $ 50 | ||
Series A Convertible Preferred Stock | |||
Temporary Equity [Line Items] | |||
Conversion of stock shares converted (in shares) | 391,210 | ||
Series B Convertible Preferred Stock | |||
Temporary Equity [Line Items] | |||
Conversion of stock shares converted (in shares) | 3,088,444 | ||
Series C Convertible Preferred Stock | |||
Temporary Equity [Line Items] | |||
Conversion of stock shares converted (in shares) | 4,499,921 | ||
Series D Convertible Preferred Stock | |||
Temporary Equity [Line Items] | |||
Conversion of stock shares converted (in shares) | 8,593,360 | ||
Series A convertible preferred stock | Non Cumulative Dividends | |||
Temporary Equity [Line Items] | |||
Temporary equity dividend per share declared (in dollars per share) | $ 0.68 | ||
Series B convertible preferred stock | Non Cumulative Dividends | |||
Temporary Equity [Line Items] | |||
Temporary equity dividend per share declared (in dollars per share) | 1.07 | ||
Series C convertible preferred stock | Non Cumulative Dividends | |||
Temporary Equity [Line Items] | |||
Temporary equity dividend per share declared (in dollars per share) | $ 1.36 | ||
Rhythm Xcience Acquisition | Series D convertible preferred stock | |||
Temporary Equity [Line Items] | |||
Business combination contingent consideration shares issued value | $ 2.2 | ||
Biotonik Asset Acquisition | Series D convertible preferred stock | |||
Temporary Equity [Line Items] | |||
Business combination contingent consideration shares issued value | $ 5 | ||
Business combination contingent consideration shares issued shares (in shares) | 273,070 | ||
Rhythm Xience | Series D convertible preferred stock | |||
Temporary Equity [Line Items] | |||
Business consideration, number of equity interests issued and issuable (in shares) | 119,993 |
Convertible Preferred Stock - S
Convertible Preferred Stock - Schedule of Initial Conversion Price Per Share for each Series of Convertible Preferred Stock (Details) | Dec. 31, 2021$ / shares |
Series A convertible preferred stock | |
Temporary Equity [Line Items] | |
Temporary equity initial conversion price per share (in dollars per share) | $ 8.295 |
Series B convertible preferred stock | |
Temporary Equity [Line Items] | |
Temporary equity initial conversion price per share (in dollars per share) | 13.370 |
Series C convertible preferred stock | |
Temporary Equity [Line Items] | |
Temporary equity initial conversion price per share (in dollars per share) | 16.667 |
Series D convertible preferred stock | |
Temporary Equity [Line Items] | |
Temporary equity initial conversion price per share (in dollars per share) | $ 16.667 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) $ / shares in Units, $ in Thousands | Aug. 10, 2020USD ($)$ / sharesshares | Aug. 31, 2021investor$ / sharesshares | Jul. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares |
Class of Stock [Line Items] | |||||
Number of investors | investor | 4 | ||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||
Maximum percentage of outstanding common stock | 0.049 | ||||
Common stock conversion, notice for increase, period | 61 days | ||||
Maximum percentage of outstanding common stock, notice for increase | 0.099 | ||||
Number of shares issued during the period (in shares) | 6,325,000 | ||||
Proceeds from issuance of common stock | $ | $ 82,700 | ||||
Proceeds from issuance of common stock, net of issuance costs | $ | $ 82,657 | $ 166,286 | |||
Common stock, shares authorized (in shares) | 260,000,000 | 260,000,000 | 260,000,000 | ||
Convertible preferred stock, shares authorized (in shares) | 5,000,000 | ||||
Stock option exercises (in shares) | 111,804 | 172,312 | |||
Proceeds from stock options exercises | $ | $ 711 | $ 634 | |||
Employee stock purchase plan shares issued | $ | $ 440 | ||||
Restricted Stock Units (RSUs) | |||||
Class of Stock [Line Items] | |||||
Number of shares, vested (in shares) | 134,050 | 285,369 | |||
Restricted Stock Awards | |||||
Class of Stock [Line Items] | |||||
Number of shares, vested (in shares) | 186 | 34,051 | |||
Amended and Restated Certificate of Incorporation | |||||
Class of Stock [Line Items] | |||||
Proceeds from stock options exercises | $ | $ 600 | ||||
Common Stock | |||||
Class of Stock [Line Items] | |||||
Number of shares issued during the period (in shares) | 6,325,000 | ||||
Stock option exercises (in shares) | 111,804 | 124,938 | |||
Employee stock purchase plan shares issued (in shares) | 33,641 | 0 | |||
Over-Allotment Option | |||||
Class of Stock [Line Items] | |||||
Number of shares issued during the period (in shares) | 1,323,529 | 825,000 | |||
Price per share (in dollars per share) | $ / shares | $ 14 | ||||
Public Stock Offering | |||||
Class of Stock [Line Items] | |||||
Sale of stock, consideration received on transaction | $ | $ 88,600 | ||||
IPO | |||||
Class of Stock [Line Items] | |||||
Number of shares issued during the period (in shares) | 10,147,058 | ||||
Price per share (in dollars per share) | $ / shares | $ 18 | ||||
Gross proceeds from IPO | $ | $ 182,600 | ||||
Proceeds from issuance of common stock, net of issuance costs | $ | $ 166,300 | ||||
IPO and Over Allotment | |||||
Class of Stock [Line Items] | |||||
Price per share (in dollars per share) | $ / shares | $ 18 | ||||
Common Stock | |||||
Class of Stock [Line Items] | |||||
Conversion of stock shares converted (in shares) | 6,665,841 | ||||
Series A Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Conversion of stock, shares issued (in shares) | 6,666 | ||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||||
Conversion of stock, option to convert to common stock (in shares) | 1,000 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 05, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Shares issued, share-based payment arrangement, forfeited (in shares) | 300,092 | |||
Expected dividend yield | 0.00% | 0.00% | ||
Fair value exercise price to calculate aggregate intrinsic value of options (in dollars per share) | $ 3.41 | $ 28.81 | ||
Share based compensation by share based payment arrangement weighted-average grant date fair value per share of stock option grants (in dollars per share) | $ 8.46 | $ 11.58 | ||
Unrecognized compensation related to stock options not vested | $ 26.6 | |||
Share based compensation non vested award period for recognition | 2 years 7 months 6 days | |||
Performance Based Restricted Stock Units | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share based compensation by share based payment arrangement instruments other than options granted (in shares) | 567,509 | 718,567 | 270,718 | |
Share based compensation by share based payment arrangement instruments other than options granted weighted average grant date fair value (in dollars per share) | $ 13.37 | $ 12.25 | $ 19.87 | |
2020 Equity Incentive Plan | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share based payment arrangement, shares authorized for issuance (in shares) | 3,313,017 | |||
Share based payment arrangement number of shares available for issuance (in shares) | 1,077,978 | |||
2011 Plan | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share based payment arrangement, shares authorized for issuance (in shares) | 2,258,659 | |||
Share based payment arrangement number of shares available for issuance (in shares) | 0 | |||
Share-based compensation by share based payments arrangement, remain available for issuance (in shares) | 0 | |||
Share based compensation by share based payment arrangement stock options vesting term | 4 years | |||
Share based compensation by share based payment arrangement stock options contractual term | 10 years | |||
2020 ESPP | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share based payment arrangement, shares authorized for issuance (in shares) | 387,063 | |||
2020 ESPP | Maximum | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Participants purchase price of common stock | 85.00% |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Estimate of the Fair Value of Stock Option (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate, minimum | 0.76% | 0.35% |
Risk-free interest rate, maximum | 1.39% | 0.90% |
Expected dividend yield | 0.00% | 0.00% |
Expected term | 7 years | |
Expected volatility, minimum | 60.00% | 60.00% |
Expected volatility, maximum | 75.00% | 80.00% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 5 years 6 months | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 7 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock Options | |||
Outstanding at beginning of period (in shares) | 3,403,607 | 2,041,205 | |
Options granted (in shares) | 1,196,281 | 1,794,895 | |
Options exercised (in shares) | (111,804) | (172,312) | |
Options forfeited (in shares) | (706,448) | (260,181) | |
Outstanding at end of period (in shares) | 3,781,636 | 3,403,607 | 2,041,205 |
Options vested and exercisable as of December 31, 2021 (in shares) | 1,799,522 | ||
Weighted Average Exercise Price | |||
Outstanding at beginning of period (in dollars per share) | $ 13.32 | $ 9.52 | |
Options granted (in dollars per share) | 12.89 | 16.91 | |
Options exercised (in dollars per share) | 6.36 | 7.52 | |
Options forfeited (in dollars per share) | 14.76 | 12.10 | |
Outstanding at end of period (in dollars per share) | 13.12 | $ 13.32 | $ 9.52 |
Options vested and exercisable as of December 31, 2021 (in dollars per share) | $ 11.74 | ||
Stock Options Activity, Additional Disclosures | |||
Weighted average remaining contractual life, Outstanding | 7 years 7 months 6 days | 8 years 1 month 6 days | 7 years 8 months 12 days |
Weighted average remaining contractual life, Options vested and exercisable at end of period (unaudited) | 6 years 1 month 6 days | ||
Aggregate intrinsic value, Outstanding balance at beginning of period | $ 52,866 | $ 10,782 | |
Aggregate intrinsic value, Options exercised | 2,799 | 1,660 | |
Aggregate intrinsic value, Outstanding balance at end of period | 93 | $ 52,866 | $ 10,782 |
Aggregate intrinsic value, Options vested and exercisable at end of period | $ 64 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of PSU and RSU Activity (Details) - Performance Based Restricted Stock Units - $ / shares | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Shares | |||
Unvested balance at beginning of period (in shares) | 545,466 | 567,509 | |
Granted (in shares) | 567,509 | 718,567 | 270,718 |
Forfeited (in shares) | (117,430) | (7,386) | |
Vested (in shares) | (151,512) | (285,375) | |
Unvested balance at end of period (in shares) | 995,091 | 545,466 | |
Weighted Average Grant Price | |||
Unvested balance at beginning of period (in dollars per share) | $ 16.53 | $ 13.37 | |
Granted (in dollars per share) | $ 13.37 | 12.25 | 19.87 |
Forfeited (in dollars per share) | 17.22 | 18 | |
Vested (in dollars per share) | 15.77 | 13.37 | |
Unvested balance at end of period (in dollars per share) | $ 13.47 | $ 16.53 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of RSA Activity (Details) - Restricted Stock Awards - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Shares | ||
Unvested balance at beginning of period (in shares) | 0 | 0 |
Granted (in shares) | 186 | 34,051 |
Vested (in shares) | (186) | (34,051) |
Unvested balance at end of period (in shares) | 0 | 0 |
Weighted Average Grant Price | ||
Unvested balance at beginning of period (in dollars per share) | $ 0 | $ 0 |
Granted (in dollars per share) | 14.75 | 16.85 |
Vested (in dollars per share) | 14.75 | 16.85 |
Unvested balance at end of period (in dollars per share) | $ 0 | $ 0 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock-Based Compensation Expense for the Stock Options, PSUs, RSAs, and ESPP Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 13,754 | $ 12,103 |
Cost of products sold | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 864 | 440 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 2,181 | 1,002 |
Selling, general and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 10,709 | $ 10,661 |
Net Loss Per Common Share (Deta
Net Loss Per Common Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares issuable (in shares) | 12,240,055 | 4,773,681 |
Conversion of Series A Common Equivalent Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares issuable (in shares) | 6,665,841 | 0 |
Exercise of stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares issuable (in shares) | 3,781,636 | 3,403,607 |
Exercise of common stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares issuable (in shares) | 797,487 | 824,608 |
Vesting of PSUs and RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares issuable (in shares) | 995,091 | 545,466 |
401(k) Retirement Plan (Details
401(k) Retirement Plan (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
401(k) Retirement Plan | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Employer contribution to defined benefit plan | $ 0 | $ 0 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Pretax Loss From Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
U.S. domestic | $ (117,868) | $ (102,048) |
Foreign | 185 | 90 |
Loss before income taxes | $ (117,683) | $ (101,958) |
Income Taxes - Schedule of Co_2
Income Taxes - Schedule of Components of Income Tax Expense for Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current tax provision: | ||
Federal | $ 0 | $ 0 |
State | 0 | 23 |
Foreign | 0 | 0 |
Total provision for income taxes | $ 0 | $ 23 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes [Line Items] | |||
Provision for state income taxes | $ 0 | $ 23,000 | |
Deferred tax assets, valuation allowance | $ 106,717,000 | 79,782,000 | |
NOLs carried forward to offset taxable income for 2022 and thereafter | 80.00% | ||
Unrecognized tax benefits | $ 4,128,000 | 3,397,000 | $ 1,539,000 |
Unrecognized tax benefits that, if recognized, would affect the effective tax rate | 3,800,000 | ||
Interest and penalties accrued | 0 | 0 | |
Interest and/or penalties recognized | 0 | 0 | |
Federal | |||
Income Taxes [Line Items] | |||
NOL carryforwards | 415,300,000 | ||
NOL carryforwards amount offset will not expire | $ 307,100,000 | ||
Tax years remain open for examination, statute of limitation term | 3 years | ||
Federal | R&D Credit Carryforwards | |||
Income Taxes [Line Items] | |||
Tax credit carryforwards | $ 8,100,000 | ||
State | |||
Income Taxes [Line Items] | |||
NOL carryforwards | 105,700,000 | ||
State | R&D Credit Carryforwards | California | |||
Income Taxes [Line Items] | |||
Tax credit carryforwards | 5,600,000 | ||
Foreign Tax Authority | |||
Income Taxes [Line Items] | |||
NOL carryforwards | 0 | ||
NOL Begin to Expire in 2031 | Federal | |||
Income Taxes [Line Items] | |||
NOL carryforwards | $ 108,200,000 | ||
Minimum | State | California | |||
Income Taxes [Line Items] | |||
Tax years remain open for examination, statute of limitation term | 3 years | ||
Maximum | |||
Income Taxes [Line Items] | |||
Provision for state income taxes | $ 0 | $ 100,000 | |
Maximum | State | California | |||
Income Taxes [Line Items] | |||
Tax years remain open for examination, statute of limitation term | 4 years |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Expected Tax Computed at U.S. Statutory Federal Income Tax Rate to Total Expense for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit at federal statutory rate | $ (24,714) | $ (21,411) |
Adjustments for tax effects of: | ||
State taxes, net | (2,343) | (2,237) |
Permanent adjustments | 352 | 968 |
Warrants | 0 | 1,167 |
Research and development credit | (2,255) | (5,870) |
Unrecognized tax benefit | 676 | 1,761 |
Valuation allowance | 26,935 | 26,619 |
Rate change | 532 | (737) |
Other | 817 | (237) |
Income tax expense | $ 0 | $ 23 |
Income tax benefit at federal statutory rate | 21.00% | 21.00% |
Adjustments for tax effects of: | ||
State taxes, net | 2.00% | 2.19% |
Permanent adjustments | (0.30%) | (0.95%) |
Warrants | 0.00% | (1.14%) |
Research and development credit | 1.90% | 5.76% |
Unrecognized tax benefit | (0.60%) | (1.73%) |
Valuation allowance | (22.90%) | (26.11%) |
Rate change | (0.50%) | 0.72% |
Other | (0.60%) | 0.23% |
Income tax expense | 0.00% | (0.03%) |
Income Taxes - Schedule of Co_3
Income Taxes - Schedule of Components of Company's Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating losses | $ 93,668 | $ 68,727 |
Stock-based compensation | 2,468 | 1,225 |
Research and development credit | 8,803 | 7,225 |
Accrued vacation | 432 | 390 |
Accrued expenses | 446 | 745 |
Inventory | 202 | 0 |
Intangible assets | 3,564 | 3,863 |
Lease liability | 1,114 | 439 |
Other | 11 | 196 |
Total gross deferred tax assets | 110,708 | 82,810 |
Valuation allowance | (106,717) | (79,782) |
Net deferred tax asset | 3,991 | 3,028 |
Deferred tax liabilities: | ||
Property and equipment | (1,986) | (1,979) |
Prepaid expenses | (593) | (642) |
Right of use assets | (1,009) | (349) |
IRC 263A | 0 | (58) |
Other deferred tax liabilities | (313) | 0 |
Debt | (90) | 0 |
Total deferred tax liabilities | (3,991) | (3,028) |
Net deferred tax assets (liabilities) | $ 0 | $ 0 |
Income Taxes - Schedule of Chan
Income Taxes - Schedule of Changes to Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at beginning of year | $ 3,397 | $ 1,539 |
Increases related to prior year tax positions | 0 | 1,210 |
Increases related to current year tax positions | 731 | 648 |
Balance at end of year | $ 4,128 | $ 3,397 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Conversion of stock shares converted (in shares) | 6,665,841 | |||
Series A Preferred Stock | ||||
Related Party Transaction [Line Items] | ||||
Conversion of stock, shares issued (in shares) | 6,666 | |||
Preferred stock, par value (in dollars per share) | $ 0.001 | |||
2019 Credit Agreement | ||||
Related Party Transaction [Line Items] | ||||
Line of credit cumulative drawdowns till date | $ 40,000,000 | $ 40,000,000 | ||
Former Director and Shareholder | Patent Rights from Former Director and Shareholder | Maximum | ||||
Related Party Transaction [Line Items] | ||||
Royalty expense | 100,000 | |||
Beneficial Customer | Sales | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 500,000 | |||
Director and the Chairman | Consulting Agreement | Selling, general and administrative | ||||
Related Party Transaction [Line Items] | ||||
Consulting fees incurred for related party | 100,000 | 200,000 | ||
Director and the Chairman | IPO | Selling, general and administrative | PSUs | ||||
Related Party Transaction [Line Items] | ||||
Consulting fees incurred for related party | 4,600,000 | |||
Orbimed Royalty Oppurtunities Two LP and Deerfield Private Design Fund LP | 2019 Credit Agreement | ||||
Related Party Transaction [Line Items] | ||||
Line of credit maximum borrowing capacity | $ 70,000,000 | |||
Interest expenses related party | $ 5,700,000 | $ 5,500,000 | ||
Revenue from Contract with Customer Benchmark | Product Concentration Risk | Former Director and Shareholder | Patent Rights from Former Director and Shareholder | ||||
Related Party Transaction [Line Items] | ||||
Royalty expense as a percentage of net sales | 3.00% |