Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 10, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | HYPR | |
Entity Registrant Name | Hyperfine, Inc. | |
Entity Central Index Key | 0001833769 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Title of 12(b) Security | Class A common stock, $0.0001 Par Value Per Share | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-39949 | |
Entity Tax Identification Number | 98-1569027 | |
Entity Address, Address Line One | 351 New Whitfield Street | |
Entity Address, City or Town | Guilford | |
Entity Address, State or Province | CT | |
Entity Address, Postal Zip Code | 06437 | |
City Area Code | 866 | |
Local Phone Number | -6767 | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 55,277,061 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 15,055,288 |
CONDENSED COMBINED AND CONSOLID
CONDENSED COMBINED AND CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 161,580 | $ 188,498 |
Restricted cash | 1,983 | 2,662 |
Accounts receivable, less allowance of $80 and $32 as of March 31, 2022 and December 31, 2021, respectively | 1,944 | 553 |
Unbilled receivables | 478 | 91 |
Inventory | 4,538 | 4,310 |
Prepaid expenses and other current assets | 3,205 | 1,357 |
Due from related parties | 1 | 14 |
Total current assets | 173,729 | 197,485 |
Property and equipment, net | 3,877 | 3,753 |
Other long term assets | 1,222 | 1,235 |
Total assets | 178,828 | 202,473 |
CURRENT LIABILITIES: | ||
Accounts payable | 1,745 | 2,248 |
Deferred grant funding | 1,983 | 2,662 |
Deferred revenue | 973 | 730 |
Due to related parties | 97 | 1,981 |
Accrued expenses and other current liabilities | 6,616 | 8,115 |
Total current liabilities | 11,414 | 15,736 |
Long term deferred revenue | 851 | 510 |
Total liabilities | 12,265 | 16,246 |
COMMITMENTS AND CONTINGENCIES (NOTE 12) | ||
STOCKHOLDERS' EQUITY: | ||
Additional paid-in capital | 326,651 | 322,540 |
Accumulated deficit | (160,095) | (136,320) |
Total stockholders' equity | 166,563 | 186,227 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 178,828 | 202,473 |
Class A Common Stock | ||
STOCKHOLDERS' EQUITY: | ||
Common stock | 5 | 5 |
Class B Common Stock | ||
STOCKHOLDERS' EQUITY: | ||
Common stock | $ 2 | $ 2 |
CONDENSED COMBINED AND CONSOL_2
CONDENSED COMBINED AND CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Allowance for doubtful accounts receivable | $ 80 | $ 32 |
Class A Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 600,000,000 | 600,000,000 |
Common shares, shares issued | 55,277,061 | 55,277,061 |
Common shares, shares outstanding | 55,277,061 | 55,277,061 |
Class B Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 27,000,000 | 27,000,000 |
Common shares, shares issued | 15,055,288 | 15,055,288 |
Common shares, shares outstanding | 15,055,288 | 15,055,288 |
CONDENSED COMBINED AND CONSOL_3
CONDENSED COMBINED AND CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Sales | ||
Total sales | $ 1,509 | $ 331 |
Cost of sales | ||
Total cost of sales | 1,425 | 608 |
Gross margin | 84 | (277) |
Operating Expenses: | ||
Research and development | 8,334 | 4,474 |
General and administrative | 11,360 | 1,858 |
Sales and marketing | 4,161 | 1,196 |
Total operating expenses | 23,855 | 7,528 |
Loss from operations | (23,771) | (7,805) |
Interest income | 1 | 5 |
Other income (expense), net | (5) | 6 |
Loss before provision for income taxes | (23,775) | (7,794) |
Provision for income taxes | 0 | 0 |
Net loss and comprehensive loss | $ (23,775) | $ (7,794) |
Net loss per common share attributable to common stockholders, basic and diluted | $ (0.34) | $ (4.86) |
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted | 70,332,349 | 1,602,732 |
Device | ||
Sales | ||
Total sales | $ 1,192 | $ 169 |
Cost of sales | ||
Total cost of sales | 1,037 | 548 |
Service | ||
Sales | ||
Total sales | 317 | 162 |
Cost of sales | ||
Total cost of sales | $ 388 | $ 60 |
CONDENSED COMBINED AND CONSOL_4
CONDENSED COMBINED AND CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($) $ in Thousands | Total | Hyperfine Convertible Preferred Stock | Additional Paid-in Capital | Accumulated Deficit | Common StockClass A Common Stock | Common StockClass B Common Stock |
Balance at Dec. 31, 2020 | $ (61,054) | $ 10,415 | $ (71,469) | |||
Balance (in shares) at Dec. 31, 2020 | 95,010,858 | |||||
Balance at Dec. 31, 2020 | $ 128,286 | |||||
Balance (in shares) at Dec. 31, 2020 | 1,576,137 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (7,794) | (7,794) | ||||
Issuance of Series D convertible preferred stock, net of issuance costs | $ 30,461 | |||||
Issuance of Series D convertible preferred stock, net of issuance costs (in shares) | 14,171,333 | |||||
Investment from 4Bionics, LLC | 700 | 700 | ||||
Exercise of stock options | 49 | 49 | ||||
Exercise of stock options (in shares) | 41,958 | |||||
Stock-based compensation expense | 267 | 267 | ||||
Balance at Mar. 31, 2021 | (67,832) | 11,431 | (79,263) | |||
Balance (in shares) at Mar. 31, 2021 | 109,182,191 | |||||
Balance at Mar. 31, 2021 | $ 158,747 | |||||
Balance (in shares) at Mar. 31, 2021 | 1,618,095 | |||||
Balance at Dec. 31, 2021 | 186,227 | 322,540 | (136,320) | $ 5 | $ 2 | |
Balance (in shares) at Dec. 31, 2021 | 55,277,061 | 15,055,288 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (23,775) | (23,775) | ||||
Stock-based compensation expense | 4,111 | 4,111 | ||||
Balance at Mar. 31, 2022 | $ 166,563 | $ 326,651 | $ (160,095) | $ 5 | $ 2 | |
Balance (in shares) at Mar. 31, 2022 | 55,277,061 | 15,055,288 |
CONDENSED COMBINED AND CONSOL_5
CONDENSED COMBINED AND CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (23,775) | $ (7,794) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 253 | 96 |
Stock-based compensation expense | 4,111 | 267 |
Write-down of inventory | 0 | 75 |
Payments received on net investment in lease | 2 | 3 |
Changes in assets and liabilities: | ||
Accounts receivable | (1,391) | (467) |
Unbilled receivables | (387) | (8) |
Inventory | (228) | (672) |
Prepaid expenses and other current assets | (1,848) | (326) |
Due from related parties | 13 | 882 |
Prepaid inventory | (16) | |
Other long term assets | 11 | (7) |
Accounts payable | (565) | 169 |
Deferred grant funding | (679) | |
Deferred revenue | 584 | 600 |
Due to related parties | (1,884) | 19 |
Accrued expenses and other current liabilities | (1,506) | (307) |
Net cash used in operating activities | (27,289) | (7,486) |
Cash flows from investing activities: | ||
Purchases of fixed assets | (308) | (170) |
Net cash used in investing activities | (308) | (170) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 49 | |
Proceeds from issuance of Series D convertible preferred stock | 30,468 | |
Stock issuance costs related to Series D convertible preferred stock | (7) | |
Investment from 4Bionics, LLC | 700 | |
Net cash provided by financing activities | 31,210 | |
Net (decrease) increase in cash and cash equivalents and restricted cash | (27,597) | 23,554 |
Cash, cash equivalents and restricted cash, beginning of period | 191,160 | 64,286 |
Cash, cash equivalents and restricted cash, end of period | 163,563 | 87,840 |
Reconciliation of cash, cash equivalents, and restricted cash reported in the statement of financial position | ||
Cash and cash equivalents | 161,580 | 86,230 |
Restricted cash | 1,983 | 1,610 |
Total cash, cash equivalents and restricted cash | 163,563 | 87,840 |
Supplemental disclosure of cash flow information: | ||
Cash received from exchange of research and development tax credits | 324 | |
Supplemental disclosure of noncash information: | ||
Noncash acquisition of fixed assets | 62 | $ 58 |
Write-off of notes receivable | $ 90 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Hyperfine, Inc. (together with its subsidiaries, as applicable, “Hyperfine” or the “Company”), formerly known as HealthCor Catalio Acquisition Corp. (“HealthCor”), was incorporated as a Cayman Islands exempted company on November 18, 2020. The Company’s legal name became Hyperfine, Inc. in connection with the closing (the “Closing”) of the business combination with HealthCor (the “Business Combination”) on December 22, 2021 (the “Closing Date”). In connection with the Closing, Hyperfine, Inc., a Delaware corporation (“Legacy Hyperfine”), and Liminal Sciences, Inc., a Delaware corporation (“Liminal”), merged with and into separate wholly owned subsidiaries of HealthCor and became wholly-owned subsidiaries of the Company (the “Mergers”), and changed their names to Hyperfine Operations, Inc. and Liminal Operations, Inc., respectively. Liminal subsequently changed its name to Liminal Sciences, Inc. The prior period financial information represents the combined financial results of Legacy Hyperfine and Liminal. The Company is an innovative digital health business with a mission to provide affordable and accessible imaging and monitoring through magnetic resonance imaging ("MRI") to revolutionize healthcare for people around the world. Hyperfine's Swoop® Portable Magnetic Resonance (“MR”) Imaging System TM produces high-quality images at a lower magnetic field strength than conventional MRI systems, and can be used by healthcare professionals to make effective clinical diagnoses on a patient in a variety of settings where MRI devices have previously been inaccessible. Hyperfine received 510(k) clearance from the U.S. Food and Drug Administration (“FDA”) in 2020 for its Swoop Portable MR Imaging System, which is commercially available in the United States. In 2021, Hyperfine also obtained a Medical Device License issued by Health Canada and expanded into the Canadian market, and also obtained regulatory authorization in New Zealand and Pakistan. All of the Company’s revenue to date has been generated from sales of this machine and related services. Additionally, the Company is in the process of developing a device to non-invasively measure key vital signs in the brain to enable unprecedented access to dramatically improve patient outcomes. The Company is in the early research and development stage of such device and has not generated any revenue to date for it. In addition to Legacy Hyperfine and Liminal, the Company has an indirect wholly-owned subsidiary in the United Kingdom that has not had any significant operations during 2022 and 2021. As of March 31, 2022, the Company had a total of 85 Swoop systems installed including 27 research units which are installed, at no cost to the institutions, to expand clinical use cases. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying condensed combined and consolidated financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. All intercompany transactions and balances have been eliminated. These condensed combined and consolidated financial statements should be read in conjunction with the financial statements and notes included in the Company’s audited combined and consolidated financial statements as of and for the years ended December 31, 2021 and 2020. The condensed combined and consolidated balance sheet as of December 31, 2021 included herein was derived from the audited combined and consolidated financial statements as of that date, but does not include all disclosures, including certain notes required by U.S. GAAP, on an annual reporting basis. In the opinion of management, the accompanying condensed combined and consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods. The results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for any subsequent quarter, the year ending December 31, 2022, or any other period. Except as described elsewhere in this Note 2 under the heading “Recent Accounting Pronouncements”, there have been no material changes to the Company’s significant accounting policies as described in the audited combined and consolidated financial statements as of December 31, 2021 and 2020. COVID-19 Outbreak The recent outbreak of the novel coronavirus (“COVID-19”), which was declared a pandemic by the World Health Organization on March 11, 2020 and declared a National Emergency by the President of the United States on March 13, 2020, has led to adverse impacts on the U.S. and global economies and created uncertainty regarding potential impacts on the Company’s operating results, financial condition and cash flows. The COVID-19 pandemic has had, and is expected to continue to have, an adverse impact on the Company’s operations, particularly as a result of preventive and precautionary measures that the Company, other businesses, and governments are taking. Governmental mandates related to COVID-19 or other infectious diseases, or public health crises, have impacted, and the Company expects them to continue to impact, its personnel and personnel at third-party manufacturing facilities in the United States and other countries, and the availability or cost of materials, which could disrupt or delay the Company’s receipt of instruments, components and supplies from the third parties the Company relies on to, among other things, produce its products. The COVID-19 pandemic has also had an adverse effect on the Company’s ability to attract, recruit, interview and hire at the pace the Company would typically expect to support its rapidly expanding operations. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including expenses and research and development costs, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19, its economic or other impacts, and the actions taken to contain the COVID-19 pandemic or address its impacts. In adjusting to the COVID-19 market and manufacturing conditions, the Company did not have to materially adjust its existing resource allocation or its factors of production. The Company has not incurred any significant impairment losses in the carrying values of its assets as a result of the COVID-19 pandemic and is not aware of any specific related event or circumstance that would require the Company to revise its estimates reflected in its condensed combined and consolidated financial statements. The estimates of the impact on the Company’s business may change based on new information that may emerge concerning COVID-19 and the actions to contain it or address its impact and the economic impact on local, regional, national and international markets. While the Company is unable to predict the full impact that the COVID-19 pandemic will have on its future results of operations, liquidity and financial condition due to numerous uncertainties, including the duration of the pandemic, and the actions that may be taken by government authorities across the United States and elsewhere, it is not expected to result in any significant changes in costs going forward. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents. At March 31, 2022 and December 31, 2021, substantially all the Company’s cash and cash equivalents were invested at two financial institutions. The Company also maintains balances in various operating accounts above federally insured limits. The Company has not experienced any losses on such accounts and does not believe it is exposed to any significant credit risk on cash and cash equivalents. Significant customers are those that represent more than 10% of the Company’s total revenues or gross accounts receivable balances for the periods and as of each balance sheet date presented. For each significant customer, revenue as a percentage of total revenues and gross accounts receivable as a percentage of total gross accounts receivable were as follows: Revenue Accounts receivable For the three months ended March 31, 2022 For the three months ended March 31, 2021 As of March 31, 2022 As of December 31, 2021 Customer A 30 % 0 % 37 % 0 % Customer B 11 % 0 % 1 % 0 % Customer C 11 % 0 % 14 % 0 % Customer D 11 % 0 % 0 % 0 % Customer E 11 % 0 % 5 % 0 % Customer F 2 % 21 % 0 % 0 % Customer G 1 % 18 % 0 % 0 % Customer H 0 % 17 % 2 % 0 % Customer I 1 % 0 % 12 % 41 % Customer J 2 % 0 % 7 % 26 % Customer K 1 % 0 % 1 % 24 % The Company utilizes a single exclusive manufacturer for its Swoop MRI scanner. Additionally, the Company purchases raw materials from this manufacturer. Segment Information The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer (“CEO”). Legacy Hyperfine and Liminal represent two operating segments. Given the similar qualitative and economic characteristics of the two operating segments, such that both are focused upon the development and commercialization of existing and new products and services, Legacy Hyperfine and Liminal are aggregated into one reporting segment. All of the Company’s long-lived assets are located in the United States. Other than $ 509 of revenue recognized in Canada and Pakistan for the three months ended March 31, 2022, all of the revenues during this period were earned in the United States. Since the Company is aggregated into a single operating segment, all required financial segment information is provided in the condensed combined and consolidated financial statements. Use of Estimates The preparation of the condensed combined and consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions about future events that affect the amounts reported in its condensed combined and consolidated financial statements and accompanying notes. Future events and their effects cannot be determined with certainty. On an ongoing basis, management evaluates these estimates and assumptions. Significant estimates and assumptions included: • Revenue recognition, including determination of the timing and pattern of satisfaction of performance obligations, determination of the standalone selling price (“SSP”) of performance obligations and estimation of variable consideration; • Allowance for doubtful accounts; • Net realizable value (the selling price as well as estimated costs of disposal and transportation) of inventory, and demand and future use of inventory; • Valuation allowances with respect to deferred tax assets; and • Assumptions underlying the fair value used in calculation of the stock-based compensation expense. The Company bases these estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s condensed combined and consolidated financial statements. Recent Accounting Pronouncements Accounting pronouncements issued but not yet adopted In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842), which outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize almost all of their leases on the balance sheet by recording a lease liability and corresponding right-of-use assets. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. As per the latest ASU 2020-05 issued by the FASB, entities that have not yet issued or made available for issuance the financial statements as of June 3, 2020 can defer the new guidance for one year. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2020, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2022, and interim reporting periods within annual reporting periods beginning January 1, 2023. The Company is in the process of evaluating the impact that the adoption of this pronouncement will have on the Company’s condensed combined and consolidated financial statements and does not expect it to be material. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which was subsequently amended in November 2018 through ASU No. 2018-19, “Codification Improvements to Topic 326, Financial Instruments — Credit Losses.” ASU No. 2016-13 will require entities to estimate lifetime expected credit losses for trade and other receivables, net investments in leases, financing receivables, debt securities and other instruments, which will result in earlier recognition of credit losses. Further, the new credit loss model will affect how entities in all industries estimate their allowance for losses for receivables that are current with respect to their payment terms. ASU No. 2018-19 further clarifies that receivables arising from operating leases are not within the scope of Topic 326. Instead, impairment from receivables of operating leases should be accounted for in accordance with Topic 842, Leases . As per the latest ASU 2020-02, the FASB deferred the timelines for certain small public and private entities, thus the new guidance will be adopted by the Company for the annual reporting period beginning January 1, 2023, including interim periods within that annual reporting period. The standard will apply as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is in the process of evaluating the impact that the adoption of this pronouncement will have on the Company’s condensed combined and consolidated financial statements and disclosures. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 3 Months Ended |
Mar. 31, 2022 | |
Revenue From Contract With Customer [Abstract] | |
REVENUE RECOGNITION | 3. REVENUE RECOGNITION Disaggregation of Revenue The Company disaggregates revenue from contracts with customers by product type. The Company believes that these categories aggregate the payor types by nature, amount, timing and uncertainty of its revenue streams. The following table summarizes the Company’s disaggregated revenues: Three Months Ended March 31, Pattern of Recognition 2022 2021 Device Point in time $ 1,192 $ 169 Service Over time 317 162 Total revenue $ 1,509 $ 331 Contract Balances Contract balances represent amounts presented in the condensed combined and consolidated balance sheets when either the Company has transferred goods or services to the customer, or the customer has paid consideration to the Company under the contract. These contract balances include trade accounts receivable and deferred revenue. Deferred revenue represents consideration received from customers at the beginning of the subscription period for services that are transferred to the customer over the respective subscription period. The accounts receivable balances represent amounts billed to customers for goods and services where the Company has an unconditional right to payment of the amount billed. The following table provides information about receivables and deferred revenue from contracts with customers: March 31, December 31, 2022 2021 Accounts receivable, net $ 1,944 $ 553 Unbilled receivables 478 91 Deferred revenue 973 730 Long term deferred revenue 851 510 The Company recognizes a receivable when it has an unconditional right to payment, and payment terms range from 20 days to 6 months based on the terms agreed upon with the respective customer. For the three months ended March 31, 2022, revenue is recognized for sales of hardware devices where control of the product transfers to the customer, which is now typically upon shipment of goods. The amount of revenue recognized during the three months ended March 31, 2022 and 2021 that was included in the deferred revenue balance at the beginning of the period was $ 203 and $ 58 , respectively. Revenue from leasing arrangements is not subject to the revenue standard for contracts with customers and remains separately accounted for under existing lease accounting guidance. The Company records operating lease rental revenue as service revenue on a straight-line basis over the lease term. The Company records revenue from the sale of equipment under sales-type leases as product revenue in an amount equal to the present value of minimum lease payments at the inception of the lease. Sales-type leases also produce financing income, which is included in products net revenue in the condensed combined and consolidated statements of operations and comprehensive loss and is recognized at effective rates of return over the lease term. Costs of Obtaining or Fulfilling Contracts The Company incurs incremental costs of obtaining contracts with customers. Incremental costs of obtaining contracts, which include commissions paid as a result of obtaining contracts with customers, are capitalized to the extent that the Company expects to recover such costs. Capitalized costs are amortized in a pattern that is consistent with the Company’s transfer to the customer of the related goods and services. Such costs are recorded in Other long term assets and were $ 198 and $ 158 as of March 31, 2022 and December 31, 2021, respectively. Transaction price allocated to remaining performance obligations As of March 31, 2022 and December 31, 2021, the Compan y had remaining performance obligations amounting to $ 3,975 and $ 2,800 , respectively. The Company expects to recognize approximately 39 % of its remaining performance obligations as revenue in fiscal year 2022 , and an additional 61 % in fis cal year 2023 and thereafter. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 4. FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value. The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The Company utilizes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. Level 2 — Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. Level 3 — Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company has no assets or liabilities valued with Level 3 inputs. The carrying value of cash and cash equivalents, notes receivable, accounts payable and accrued expenses and other current liabilities approximates their fair values due to the short-term or on demand nature of these instruments. There were no transfers between fair value measurement levels during the three months ended March 31, 2 0 22 and 2021. The Company had $ 41,417 and $ 48,625 of money market funds included in cash and cash equivalents and restricted cash as of March 31, 2022 and December 31, 2021, respectively. These assets were valued using quoted market prices and accordingly were classified as Level 1. |
INVENTORIES
INVENTORIES | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | 5. INVENTORIES A summary of inventories is as follows: March 31, December 31, 2022 2021 Raw materials $ 2,356 $ 2,355 Finished goods 2,182 1,955 Total inventories $ 4,538 $ 4,310 Manufacturing overhead costs primarily include management’s best estimate and allocation of the labor costs incurred related to acquiring finished goods from the Company’s contract manufacturer. Labor costs include wages, taxes and benefits for employees involved in warehousing, logistics coordination, material sourcing, and production planning activities. For the three months ended March 31, 2022 and 2021, net realizable value inventory adjustments and excess and obsolete inventory were charges of $ 0 and $ 75 , respectively, and were recognized in cost of sales. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 3 Months Ended |
Mar. 31, 2022 | |
Property Plant And Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | 6. PROPERTY AND EQUIPMENT, NET Property and equipment, net, are recorded at historical cost and consist of the following: March 31, December 31, 2022 2021 Laboratory equipment $ 1,028 $ 989 Research devices 1,643 1,422 Sales and marketing devices 669 669 Computer equipment 617 575 Construction in progress 347 341 Tooling 317 302 Trade show assets 271 293 Leased devices 453 396 Other 176 176 5,521 5,163 Less: Accumulated depreciation and amortization ( 1,644 ) ( 1,410 ) Property and equipment, net $ 3,877 $ 3,753 Depreciation and amortization expense amounted to $ 253 and $ 96 for the three months ended March 31, 2022 and 2021, respectively. |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 3 Months Ended |
Mar. 31, 2022 | |
Payables And Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 7. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following: March 31, December 31, 2022 2021 Bonus $ 2,724 $ 3,421 Contracted services 1,842 2,711 SPAC bonus and other costs 250 1,071 Legal fees 352 452 Payroll and related benefits 1,321 441 Other 127 19 Total accrued expenses and other current liabilities $ 6,616 $ 8,115 |
EQUITY INCENTIVE PLAN
EQUITY INCENTIVE PLAN | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
EQUITY INCENTIVE PLAN | 8 . EQUITY INCENTIVE PLAN The Hyperfine 2021 Equity Incentive Plan (the “Hyperfine Plan”) is administered by the Company's board of directors. The board of directors may grant restricted stock units (“RSUs”) a n d options to purchase shares either as incentive stock options or non-qualified stock options, and other stock-based awards . The option grants are subject to certain terms and conditions, option periods and conditions, exercise rights and privileges as set forth in the Hyperfine Plan. Stock option activity The following table summarizes the changes in the Company’s outstanding stock options for the three months ended March 31, 2022: Number of Outstanding at January 1, 2022 7,522,136 Granted 4,231,693 Exercised — Forfeited ( 271,368 ) Outstanding at March 31, 2022 11,482,461 In general, each award will vest based on continued service which is generally over 4 years . The grant date fair value of the award will be recognized as stock-based compensation expense over the requisite service period. The grant date fair value was determined using similar methods and assumptions as those previously disclosed by the Company. Restricted stock unit activity The following table summarizes the changes in the Company’s outstanding restricted stock units for the three months ended March 31 , 202 2 : Number of Outstanding at January 1, 2022 117,516 Granted 1,660,535 Exercised — Forfeited — Outstanding at March 31, 2022 1,778,051 Included in the table above are service-based restricted stock units. During the three months ended March 31 , 202 2 , the Company granted 1.7 million service-based awards. Each award will vest based on continued service which is generally over 3 - 4 years . The grant date fair value of the award will be recognized as stock-based compensation expense over the requisite service period. The fair value of restricted stock units was estimated on the date of grant based on the fair value of the Company’s Class A common stock. O n A p r i l 2 6 , 2 0 2 2 , t h e B o a r d o f D i r e c t o r s a p p r o v e d a g r a n t o f 649,350 RSUs t o t h e C E O h a v i n g a n a g g r e g a t e v a l u e o f $ 2,500 and which will be paid in four e q u a l q u a r t e r l y i n s t a l l m e n t s in February, May, August and November 2023. The following table presents details of s tock -based compensation expenses by functional line item noted within the Company's operating expenses: Three Months Ended 2022 2021 Cost of sales - Device 16 — Research and development 781 209 Sales and marketing 96 6 General and administrative 3,218 52 4,111 267 |
NET LOSS PER SHARE
NET LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | 9. NET LOSS PER SHARE Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all common equivalent shares of the Company, including convertible preferred stock, outstanding stock options, RSUs and Earn-Out Shares, to the extent dilutive. Basic and diluted net loss per share was the same for each period presented as the inclusion of all common equivalent shares of the Company outstanding would have been anti-dilutive. The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock: Three Months Ended 2022 2021 Numerator: Net Loss $ ( 23,775 ) $ ( 7,794 ) Numerator for Basic and Dilutive EPS – Loss available to common $ ( 23,775 ) $ ( 7,794 ) Denominator: Common Stock 70,332,349 1,602,732 Denominator for Basic and Dilutive EPS - Weighted-average common stock 70,332,349 1,602,732 Basic and dilutive loss per share $ ( 0.34 ) $ ( 4.86 ) Since the Company was in a net loss position for all periods presented, the basic loss per share calculation excludes preferred stock as it does not participate in net losses of the Company. Additionally, net loss per share attributable to Class A and Class B common stockholders was the same on a basic and diluted basis, as the inclusion of all common equivalent shares outstanding would have been anti-dilutive. Anti-dilutive common equivalent shares were as follows: Three Months Ended 2022 2021 Outstanding options to purchase common stock 11,482,461 1,851,656 Outstanding Legacy Hyperfine convertible preferred stock (Series A through D) — 35,757,168 Outstanding RSUs 1,778,051 — Earn-Out Shares (1) 10,000,000 — Total anti-dilutive common equivalent shares 23,260,512 37,608,824 _________________________ (1) The Company will issue to holders of Legacy Hyperfine and Liminal securities as of immediately prior to the effective time of the Mergers, in accordance with their pro rata share, up to 10,000,000 shares of Class A common stock as earn-out consideration (the “Earn-Out Shares”), if at any time during the period between the Closing Date of December 22, 2021 and the third anniversary of the Closing Date (the “Earn-Out Period”), (i) the last share price of the Class A common stock is greater than or equal to $ 15.00 for any 20 trading days within any 30 consecutive trading day period, or (ii) there is a transaction that will result in shares of Class A common stock being converted or exchanged into the right to receive cash or other consideration having a value greater than or equal to $ 15.00 . During the Earn-Out Period, if there is a transaction (other than for stock splits, stock dividends, special cash dividends, reorganizations, recapitalizations or similar transactions affecting the Class A common stock) that will result in the shares of Class A common stock being converted or exchanged into the right to receive cash or other consideration having a value less than $ 15.00 , then the right to receive Earn-Out Shares will terminate. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 10. INCOME TAXES The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. Income taxes for the three months ended March 31, 2022 and 2021 are recorded at the Company’s estimated annual effective income tax rate, subject to adjustments for discrete events, if they occur. The Company’s estimated annual effective tax rate was 0.0 % for the three months ended March 31, 2022 and 2021. The primary reconciling items between the federal statutory rate of 21.0 % for these periods and the Company’s overall effective tax rate of 0.0 % were related to the effects of deferred state income taxes, research and development credits, and the valuation allowance recorded against the full amount of its net deferred tax assets. A valuation allowance is required when it is more likely than not that some portion or all of the Company’s deferred tax assets will not be realized. The realization of deferred tax assets depends on the generation of sufficient future taxable income during the period in which the Company’s related temporary differences become deductible. The Company has recorded a full valuation allowance against its net deferred tax assets as of March 31, 2022 and 2021 since management believes that based on the earnings history of the Company, it is more likely than not that the benefits of these assets will not be realized. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 11. RELATED PARTY TRANSACTIONS The Company utilizes and subleases office and lab space in Connecticut which is being leased from an unrelated landlord by 4Catalyzer Corporation, (“4C”), which is owned by a related party. The Company pays rent to 4C on a month-to-month basis, and no lease agreement was entered into between the parties until June 2021. A total of app roximately $ 30 an d $ 28 was paid during the three months ended March 31, 2022 and 2021, respectively. Prior to 4Bionics executing a plan of liquidation and dissolution on April 2, 2021, certain expenses incurred at 4Bionics were allocated to its subsidiaries, including Liminal. Expenses that broadly benefited 4Bionics and its subsidiaries were allocated evenly amongst its three subsidiaries. Expenses that were incurred on behalf of the employees of each company were allocated based on each subsidiary’s relative headcount. The method used to allocate common expenses of 4Bionics to Liminal is reasonable. There were no proceeds allocated to Liminal for the three months ended March 31, 2022 and total expenses allocated to Liminal for the three months ended March 31, 2021 were $ 10 . In January 2018, the Company entered into a Promissory Note (the “Note”) with one of its employees (the “Borrower”) in the amount of $ 90 . The Note bears interest at a rate equal to 1.68 % per annum. In accordance with the terms of the Note, since the Borrower remained employed with the Company on the maturity date of January 11, 2022, $ 90 of the then outstanding principal amount and all interest accrued to that date was forgiven and the Borrower is no longer required to repay the amount. The Company was a party to an Amended and Restated Technology Services Agreement (the “ARTSA”), most recently amended on November 11, 2020, by and among 4C, the Company and other participant companies controlled by the Rothberg family. Under the ARTSA, the Company and the other participant companies agreed to share certain non-core technologies, which means any technologies, information or equipment owned or otherwise controlled by the participant company that are not specifically related to the core business area of the participant and subject to certain restrictions on use. The ARTSA also provided for 4C to perform certain services for the Company and each other participant company such as monthly administrative, management and technical consulting services to the Company which are pre-funded approximately once a quarter. The Company incurred expenses from 4C of $ 154 and $ 870 during the three months ended March 31, 2022 and 2021, respectively. There were no amounts advanced to and due from 4C at March 31, 2022 and December 31, 2021. There was also $ 72 and $ 1,872 of amounts due to 4C for expenses paid on their behalf at March 31, 2022 and December 31, 2021, respectively. These payables are included in Due to related parties on the condensed combined and consolidated balance sheets. On July 7, 2021, Legacy Hyperfine, Liminal and 4C entered into First Addendums to the ARTSA, pursuant to which Legacy Hyperfine and Liminal each terminated i ts participation under the ARTSA immediately prior to the Closing. Legacy Hyperfine and Liminal each entered into a Master Services Agreement (the “Master Services Agreements”) with 4C effective as of July 7, 2021 pursuant to which Legacy Hyperfine and Liminal may engage 4C to provide services such as general administration, facilities, information technology, financing, legal, human resources and other services, through future statements of work and under terms and conditions to be determined by the parties with respect to any services to be provided. The ARTSA also provided for the participant companies to provide other services to each other. The Company also has transactions with other entities under common ownership, which include payments made to third parties on behalf of the Company. The amounts remaining payable at March 31, 2022 and December 31, 2021 are $ 25 and $ 110 , respectively, and are included in Due to related parties on the c ondensed combined and consolidated balance sheets. In addition, the Company has transactions with these other entities under common ownership which include payments made by the Company to third parties on behalf of the other entities and the remaining amounts receivable were $ 1 and $ 14 in the aggregate at March 31, 2022 and December 31, 2021, respectively, and are reflected in Due from related parties on the c ondensed combined and consolidated balance sheets. All amounts are paid or received throughout the year within 30 days after the end of each month. Legacy Hyperfine and Liminal entered into Technology and Services Exchange Agreements (each, a “TSEA” and collectively, the “TSEA”) with other participant companies controlled by the Rothbergs. A TSEA by and among Butterfly Network, Inc., AI Therapeutics, Inc., Quantum-Si Incorporated, 4Bionics, Tesseract Health, Inc., Detect, Inc. (f/k/a Homodeus Inc.), Legacy Hyperfine and Liminal was signed in November 2020; a TSEA by and among Quantum-Si Incorporated, AI Therapeutics, Inc., 4Bionics, Tesseract Health, Inc., Detect, Inc., Legacy Hyperfine and Liminal was signed in February 2021 (and which Protein Evolution, Inc. joined in August 2021); and a TSEA by and among Legacy Hyperfine, Liminal, AI Therapeutics, Inc., Tesseract Health, Inc. and Detect, Inc. was signed in July 2021 and became effective upon the Closing. Under the TSEA, Legacy Hyperfine, Liminal and other participant companies may, in their discretion, permit the use of non-core technologies, which include any technologies, information or equipment owned or otherwise controlled by the participant company that are not specifically related to the core business area of the participant, such as software, hardware, electronics, fabrication and supplier information, vendor lists and contractor lists, by other participant companies. As of March 31, 2022 and December 31, 2021, the Company had transactions with other participant companies and had expenses of $ 147 and $ 11 , respectively, included in Accounts payable. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 12. COMMITMENTS AND CONTINGENCIES Commitments The Company sponsors a 401(k) defined contribution plan covering all eligible U.S. employees. Contributions to the 401(k) plan are discretionary. The Company did not make any matching contributions to the 401(k) plan for the three months ended March 31, 2022 and 2021. During 2020, the Company was awarded a $ 1,610 grant from the Bill & Melinda Gates Foundation (“BMGF”) for the provision and equipping of 20 sites with the Company’s portable point-of-care MRI system to enable the performance of a multi-site study focused on optimizing diagnostic image quality (the “Project”). During 2021, the Company was awarded an additional $ 3,300 grant from the BMGF, of which $ 2,500 was received for the provision and equipping of 5 sites and other related deliverables. In early May 2022, the amount of $ 450 was received and the remainder of $ 350 is expected to be received in the second half of 2022. The funds are accounted for as restricted cash with an offset to deferred grant revenue. At March 31, 2022 and December 31, 2021, the Company has $ 1,983 and $ 2,662 , respectively, of restricted cash on the condensed combined and consolidated balance sheets. Any grant funds, plus any income, that have not been used for, or committed to, the Project must be returned promptly to the BMGF upon expiration of or termination of the agreement. As of March 31, 2022 and December 31, 2021, there were no grant fund amounts that were required to be returned under the terms of the Project. Contingencies The Company does not have any outstanding or ongoing litigation and legal matters where, based on present information, including its assessment of the merits of the particular claims, the Company believes it is reasonably possible that any asserted or unasserted legal claims or proceedings, individually or in aggregate, will have a material adverse effect on its results of operations or financial condition. The ultimate outcome of any legal matter cannot be predicted with certainty. The Company has indemnification obligations under some agreements that the Company enters into with other parties in the ordinary course of business, including business partners, investors, contractors, and the Company’s officers, directors and certain employees. The Company has agreed to indemnify and defend the indemnified party against claims and related losses suffered or incurred by the indemnified party from actual or threatened third-party claims because of the Company’s activities or non-compliance with certain representations and warranties made by the Company. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in any particular case. That Company has no t recorded any liability under such indemnification provisions within our condensed combined and consolidated balance sheets. We are not aware of any claims or other circumstances that would give rise to material payments from us under such indemnification provisions. The Company agreed to pay $ 1,000 to a third party service provider if the Companies’ pre-closing equity holders receive any Earn-Out Shares. As the Company has not met the criteria to trigger the earn-out, such payment is not determined to be probable and no liability was recognized within our condensed combined and consolidated balance sheets. See Note 9. Net Loss Per Share, for further information regarding the earn-out criteria. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying condensed combined and consolidated financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. All intercompany transactions and balances have been eliminated. These condensed combined and consolidated financial statements should be read in conjunction with the financial statements and notes included in the Company’s audited combined and consolidated financial statements as of and for the years ended December 31, 2021 and 2020. The condensed combined and consolidated balance sheet as of December 31, 2021 included herein was derived from the audited combined and consolidated financial statements as of that date, but does not include all disclosures, including certain notes required by U.S. GAAP, on an annual reporting basis. In the opinion of management, the accompanying condensed combined and consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods. The results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for any subsequent quarter, the year ending December 31, 2022, or any other period. Except as described elsewhere in this Note 2 under the heading “Recent Accounting Pronouncements”, there have been no material changes to the Company’s significant accounting policies as described in the audited combined and consolidated financial statements as of December 31, 2021 and 2020. |
COVID-19 Outbreak | COVID-19 Outbreak The recent outbreak of the novel coronavirus (“COVID-19”), which was declared a pandemic by the World Health Organization on March 11, 2020 and declared a National Emergency by the President of the United States on March 13, 2020, has led to adverse impacts on the U.S. and global economies and created uncertainty regarding potential impacts on the Company’s operating results, financial condition and cash flows. The COVID-19 pandemic has had, and is expected to continue to have, an adverse impact on the Company’s operations, particularly as a result of preventive and precautionary measures that the Company, other businesses, and governments are taking. Governmental mandates related to COVID-19 or other infectious diseases, or public health crises, have impacted, and the Company expects them to continue to impact, its personnel and personnel at third-party manufacturing facilities in the United States and other countries, and the availability or cost of materials, which could disrupt or delay the Company’s receipt of instruments, components and supplies from the third parties the Company relies on to, among other things, produce its products. The COVID-19 pandemic has also had an adverse effect on the Company’s ability to attract, recruit, interview and hire at the pace the Company would typically expect to support its rapidly expanding operations. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including expenses and research and development costs, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19, its economic or other impacts, and the actions taken to contain the COVID-19 pandemic or address its impacts. In adjusting to the COVID-19 market and manufacturing conditions, the Company did not have to materially adjust its existing resource allocation or its factors of production. The Company has not incurred any significant impairment losses in the carrying values of its assets as a result of the COVID-19 pandemic and is not aware of any specific related event or circumstance that would require the Company to revise its estimates reflected in its condensed combined and consolidated financial statements. The estimates of the impact on the Company’s business may change based on new information that may emerge concerning COVID-19 and the actions to contain it or address its impact and the economic impact on local, regional, national and international markets. While the Company is unable to predict the full impact that the COVID-19 pandemic will have on its future results of operations, liquidity and financial condition due to numerous uncertainties, including the duration of the pandemic, and the actions that may be taken by government authorities across the United States and elsewhere, it is not expected to result in any significant changes in costs going forward. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents. At March 31, 2022 and December 31, 2021, substantially all the Company’s cash and cash equivalents were invested at two financial institutions. The Company also maintains balances in various operating accounts above federally insured limits. The Company has not experienced any losses on such accounts and does not believe it is exposed to any significant credit risk on cash and cash equivalents. Significant customers are those that represent more than 10% of the Company’s total revenues or gross accounts receivable balances for the periods and as of each balance sheet date presented. For each significant customer, revenue as a percentage of total revenues and gross accounts receivable as a percentage of total gross accounts receivable were as follows: Revenue Accounts receivable For the three months ended March 31, 2022 For the three months ended March 31, 2021 As of March 31, 2022 As of December 31, 2021 Customer A 30 % 0 % 37 % 0 % Customer B 11 % 0 % 1 % 0 % Customer C 11 % 0 % 14 % 0 % Customer D 11 % 0 % 0 % 0 % Customer E 11 % 0 % 5 % 0 % Customer F 2 % 21 % 0 % 0 % Customer G 1 % 18 % 0 % 0 % Customer H 0 % 17 % 2 % 0 % Customer I 1 % 0 % 12 % 41 % Customer J 2 % 0 % 7 % 26 % Customer K 1 % 0 % 1 % 24 % The Company utilizes a single exclusive manufacturer for its Swoop MRI scanner. Additionally, the Company purchases raw materials from this manufacturer. |
Segment Information | Segment Information The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer (“CEO”). Legacy Hyperfine and Liminal represent two operating segments. Given the similar qualitative and economic characteristics of the two operating segments, such that both are focused upon the development and commercialization of existing and new products and services, Legacy Hyperfine and Liminal are aggregated into one reporting segment. All of the Company’s long-lived assets are located in the United States. Other than $ 509 of revenue recognized in Canada and Pakistan for the three months ended March 31, 2022, all of the revenues during this period were earned in the United States. Since the Company is aggregated into a single operating segment, all required financial segment information is provided in the condensed combined and consolidated financial statements. |
Use of Estimates | Use of Estimates The preparation of the condensed combined and consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions about future events that affect the amounts reported in its condensed combined and consolidated financial statements and accompanying notes. Future events and their effects cannot be determined with certainty. On an ongoing basis, management evaluates these estimates and assumptions. Significant estimates and assumptions included: • Revenue recognition, including determination of the timing and pattern of satisfaction of performance obligations, determination of the standalone selling price (“SSP”) of performance obligations and estimation of variable consideration; • Allowance for doubtful accounts; • Net realizable value (the selling price as well as estimated costs of disposal and transportation) of inventory, and demand and future use of inventory; • Valuation allowances with respect to deferred tax assets; and • Assumptions underlying the fair value used in calculation of the stock-based compensation expense. The Company bases these estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s condensed combined and consolidated financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting pronouncements issued but not yet adopted In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842), which outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize almost all of their leases on the balance sheet by recording a lease liability and corresponding right-of-use assets. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. As per the latest ASU 2020-05 issued by the FASB, entities that have not yet issued or made available for issuance the financial statements as of June 3, 2020 can defer the new guidance for one year. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2020, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2022, and interim reporting periods within annual reporting periods beginning January 1, 2023. The Company is in the process of evaluating the impact that the adoption of this pronouncement will have on the Company’s condensed combined and consolidated financial statements and does not expect it to be material. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which was subsequently amended in November 2018 through ASU No. 2018-19, “Codification Improvements to Topic 326, Financial Instruments — Credit Losses.” ASU No. 2016-13 will require entities to estimate lifetime expected credit losses for trade and other receivables, net investments in leases, financing receivables, debt securities and other instruments, which will result in earlier recognition of credit losses. Further, the new credit loss model will affect how entities in all industries estimate their allowance for losses for receivables that are current with respect to their payment terms. ASU No. 2018-19 further clarifies that receivables arising from operating leases are not within the scope of Topic 326. Instead, impairment from receivables of operating leases should be accounted for in accordance with Topic 842, Leases . As per the latest ASU 2020-02, the FASB deferred the timelines for certain small public and private entities, thus the new guidance will be adopted by the Company for the annual reporting period beginning January 1, 2023, including interim periods within that annual reporting period. The standard will apply as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is in the process of evaluating the impact that the adoption of this pronouncement will have on the Company’s condensed combined and consolidated financial statements and disclosures. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of each significant customer, revenue as a percentage of total revenues and gross accounts receivable as a percentage of total gross accounts receivable | Significant customers are those that represent more than 10% of the Company’s total revenues or gross accounts receivable balances for the periods and as of each balance sheet date presented. For each significant customer, revenue as a percentage of total revenues and gross accounts receivable as a percentage of total gross accounts receivable were as follows: Revenue Accounts receivable For the three months ended March 31, 2022 For the three months ended March 31, 2021 As of March 31, 2022 As of December 31, 2021 Customer A 30 % 0 % 37 % 0 % Customer B 11 % 0 % 1 % 0 % Customer C 11 % 0 % 14 % 0 % Customer D 11 % 0 % 0 % 0 % Customer E 11 % 0 % 5 % 0 % Customer F 2 % 21 % 0 % 0 % Customer G 1 % 18 % 0 % 0 % Customer H 0 % 17 % 2 % 0 % Customer I 1 % 0 % 12 % 41 % Customer J 2 % 0 % 7 % 26 % Customer K 1 % 0 % 1 % 24 % |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Disaggregated Revenues | The following table summarizes the Company’s disaggregated revenues: Three Months Ended March 31, Pattern of Recognition 2022 2021 Device Point in time $ 1,192 $ 169 Service Over time 317 162 Total revenue $ 1,509 $ 331 |
Information about Receivables and Deferred Revenue from Contracts with Customers | The following table provides information about receivables and deferred revenue from contracts with customers: March 31, December 31, 2022 2021 Accounts receivable, net $ 1,944 $ 553 Unbilled receivables 478 91 Deferred revenue 973 730 Long term deferred revenue 851 510 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | A summary of inventories is as follows: March 31, December 31, 2022 2021 Raw materials $ 2,356 $ 2,355 Finished goods 2,182 1,955 Total inventories $ 4,538 $ 4,310 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net, are recorded at historical cost and consist of the following: March 31, December 31, 2022 2021 Laboratory equipment $ 1,028 $ 989 Research devices 1,643 1,422 Sales and marketing devices 669 669 Computer equipment 617 575 Construction in progress 347 341 Tooling 317 302 Trade show assets 271 293 Leased devices 453 396 Other 176 176 5,521 5,163 Less: Accumulated depreciation and amortization ( 1,644 ) ( 1,410 ) Property and equipment, net $ 3,877 $ 3,753 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables And Accruals [Abstract] | |
Schedule Of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following: March 31, December 31, 2022 2021 Bonus $ 2,724 $ 3,421 Contracted services 1,842 2,711 SPAC bonus and other costs 250 1,071 Legal fees 352 452 Payroll and related benefits 1,321 441 Other 127 19 Total accrued expenses and other current liabilities $ 6,616 $ 8,115 |
EQUITY INCENTIVE PLAN (Tables)
EQUITY INCENTIVE PLAN (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity | The following table summarizes the changes in the Company’s outstanding stock options for the three months ended March 31, 2022: Number of Outstanding at January 1, 2022 7,522,136 Granted 4,231,693 Exercised — Forfeited ( 271,368 ) Outstanding at March 31, 2022 11,482,461 |
Summary of Restricted Stock Unit Activity | The following table summarizes the changes in the Company’s outstanding restricted stock units for the three months ended March 31 , 202 2 : Number of Outstanding at January 1, 2022 117,516 Granted 1,660,535 Exercised — Forfeited — Outstanding at March 31, 2022 1,778,051 |
Summary of Stock-Based Compensation Expenses by Function | The following table presents details of s tock -based compensation expenses by functional line item noted within the Company's operating expenses: Three Months Ended 2022 2021 Cost of sales - Device 16 — Research and development 781 209 Sales and marketing 96 6 General and administrative 3,218 52 4,111 267 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Share | The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock: Three Months Ended 2022 2021 Numerator: Net Loss $ ( 23,775 ) $ ( 7,794 ) Numerator for Basic and Dilutive EPS – Loss available to common $ ( 23,775 ) $ ( 7,794 ) Denominator: Common Stock 70,332,349 1,602,732 Denominator for Basic and Dilutive EPS - Weighted-average common stock 70,332,349 1,602,732 Basic and dilutive loss per share $ ( 0.34 ) $ ( 4.86 ) |
Schedule of Anti-dilutive Common Equivalent Shares | Anti-dilutive common equivalent shares were as follows: Three Months Ended 2022 2021 Outstanding options to purchase common stock 11,482,461 1,851,656 Outstanding Legacy Hyperfine convertible preferred stock (Series A through D) — 35,757,168 Outstanding RSUs 1,778,051 — Earn-Out Shares (1) 10,000,000 — Total anti-dilutive common equivalent shares 23,260,512 37,608,824 _________________________ (1) The Company will issue to holders of Legacy Hyperfine and Liminal securities as of immediately prior to the effective time of the Mergers, in accordance with their pro rata share, up to 10,000,000 shares of Class A common stock as earn-out consideration (the “Earn-Out Shares”), if at any time during the period between the Closing Date of December 22, 2021 and the third anniversary of the Closing Date (the “Earn-Out Period”), (i) the last share price of the Class A common stock is greater than or equal to $ 15.00 for any 20 trading days within any 30 consecutive trading day period, or (ii) there is a transaction that will result in shares of Class A common stock being converted or exchanged into the right to receive cash or other consideration having a value greater than or equal to $ 15.00 . During the Earn-Out Period, if there is a transaction (other than for stock splits, stock dividends, special cash dividends, reorganizations, recapitalizations or similar transactions affecting the Class A common stock) that will result in the shares of Class A common stock being converted or exchanged into the right to receive cash or other consideration having a value less than $ 15.00 , then the right to receive Earn-Out Shares will terminate. |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2022SystemUnit | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Number of swoop system installed | System | 85 |
Number of research units installed | Unit | 27 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Significant customer, percentage of revenue (Details) - Customer Concentration Risk | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Customer A | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 30.00% | 0.00% | |
Customer A | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 37.00% | 0.00% | |
Customer B | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 11.00% | 0.00% | |
Customer B | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 1.00% | 0.00% | |
Customer C | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 11.00% | 0.00% | |
Customer C | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 14.00% | 0.00% | |
Customer D | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 11.00% | 0.00% | |
Customer D | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 0.00% | 0.00% | |
Customer E | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 11.00% | 0.00% | |
Customer E | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 5.00% | 0.00% | |
Customer F | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 2.00% | 21.00% | |
Customer F | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 0.00% | 0.00% | |
Customer G | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 1.00% | 18.00% | |
Customer G | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 0.00% | 0.00% | |
Customer H | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 0.00% | 17.00% | |
Customer H | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 2.00% | 0.00% | |
Customer I | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 1.00% | 0.00% | |
Customer I | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 12.00% | 41.00% | |
Customer J | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 2.00% | 0.00% | |
Customer J | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 7.00% | 26.00% | |
Customer K | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 1.00% | 0.00% | |
Customer K | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 1.00% | 24.00% |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022USD ($)Segment | Mar. 31, 2021USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||
Number of operating segments | Segment | 2 | |
Number of reporting segment | Segment | 1 | |
Revenue recognized | $ | $ 203 | $ 58 |
Canada and Pakistan | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Revenue recognized | $ | $ 509 |
REVENUE RECOGNITION - Summary o
REVENUE RECOGNITION - Summary of Disaggregated Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | ||
Total revenue | $ 1,509 | $ 331 |
Device | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 1,192 | 169 |
Device | Point In Time | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 1,192 | 169 |
Service | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 317 | 162 |
Service | Over Time | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | $ 317 | $ 162 |
REVENUE RECOGNITION - Informati
REVENUE RECOGNITION - Information about Receivables and Deferred Revenue from Contracts with Customers (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Revenue From Contract With Customer [Abstract] | ||
Accounts receivable, net | $ 1,944 | $ 553 |
Unbilled receivables | 478 | 91 |
Deferred revenue | 973 | 730 |
Long term deferred revenue | $ 851 | $ 510 |
REVENUE RECOGNITION - Additiona
REVENUE RECOGNITION - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | |||
Payment terms range, minimum | 20 days | ||
Payment terms range, maximum | 6 months | ||
Revenue recognized that was included in the deferred revenue balance at the beginning of the period | $ 203 | $ 58 | |
Capitalized contract cost | 198 | $ 158 | |
Remaining performance obligation | $ 3,975 | $ 2,800 |
REVENUE RECOGNITION - Additio_2
REVENUE RECOGNITION - Additional Information (Details1) | Mar. 31, 2022 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-04-01 | |
Disaggregation Of Revenue [Line Items] | |
Remaining performance obligation expected to be recognized, percentage | 39.00% |
Remaining performance obligation expected to be recognized, duration | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-01-01 | |
Disaggregation Of Revenue [Line Items] | |
Remaining performance obligation expected to be recognized, percentage | 61.00% |
Remaining performance obligation expected to be recognized, duration |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS - Additional Information (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Fair value asset transfers, Level 1 to Level 2 | $ 0 | $ 0 | |
Fair value asset transfers, Level 2 to Level 1 | 0 | 0 | |
Fair value liabilities transfers, Level 1 to Level 2 | 0 | 0 | |
Fair value liabilities transfers, Level 2 to Level 1 | 0 | $ 0 | |
Level 1 | Money Market Funds | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Cash and cash equivalents | $ 41,417,000 | $ 48,625,000 |
INVENTORIES - Summary of Invent
INVENTORIES - Summary of Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 2,356 | $ 2,355 |
Finished goods | 2,182 | 1,955 |
Total inventories | $ 4,538 | $ 4,310 |
INVENTORIES - Additional Inform
INVENTORIES - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
Inventory adjustments and excess and obsolete inventory charges | $ 0 | $ 75 |
PROPERTY AND EQUIPMENT, NET - S
PROPERTY AND EQUIPMENT, NET - Schedule of Property and equipment, net (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 5,521 | $ 5,163 |
Less: Accumulated depreciation and amortization | (1,644) | (1,410) |
Property and equipment, net | 3,877 | 3,753 |
Laboratory Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,028 | 989 |
Research Devices | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,643 | 1,422 |
Sales and Marketing Devices | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 669 | 669 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 617 | 575 |
Construction In Progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 347 | 341 |
Tooling | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 317 | 302 |
Trade Show Assets | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 271 | 293 |
Leased Devices | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 453 | 396 |
Other | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 176 | $ 176 |
PROPERTY AND EQUIPMENT, NET - A
PROPERTY AND EQUIPMENT, NET - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property Plant And Equipment [Abstract] | ||
Depreciation and amortization expense | $ 253 | $ 96 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Payables And Accruals [Abstract] | ||
Bonus | $ 2,724 | $ 3,421 |
Contracted services | 1,842 | 2,711 |
SPAC bonus and other costs | 250 | 1,071 |
Legal fees | 352 | 452 |
Payroll and related benefits | 1,321 | 441 |
Other | 127 | 19 |
Total accrued expenses and other current liabilities | $ 6,616 | $ 8,115 |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) - Additional Information (Details) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Class A Common Stock | ||
Class Of Stock [Line Items] | ||
Common shares, shares authorized | 600,000,000 | 600,000,000 |
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares issued | 55,277,061 | 55,277,061 |
Common shares, shares outstanding | 55,277,061 | 55,277,061 |
Class B Common Stock | ||
Class Of Stock [Line Items] | ||
Common shares, shares authorized | 27,000,000 | 27,000,000 |
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares issued | 15,055,288 | 15,055,288 |
Common shares, shares outstanding | 15,055,288 | 15,055,288 |
EQUITY INCENTIVE PLAN - Summary
EQUITY INCENTIVE PLAN - Summary of Stock Option Activity (Details) | 3 Months Ended |
Mar. 31, 2022shares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Number of Options, Beginning balance | 7,522,136 |
Number of Options, Granted | 4,231,693 |
Number of Options, Forfeited | (271,368) |
Number of Options, Ending balance | 11,482,461 |
EQUITY INCENTIVE PLAN - Additio
EQUITY INCENTIVE PLAN - Additional Information (Details) $ in Thousands | Apr. 26, 2022USD ($)Installmentshares | Mar. 31, 2022shares |
Stock Option | ||
Stock-based Compensation Arrangement by Stock-based Payment Award [Line Items] | ||
Stock based compensation award requisite service period | 4 years | |
Restricted Stock Unit | ||
Stock-based Compensation Arrangement by Stock-based Payment Award [Line Items] | ||
Service based awards granted | 1,660,535 | |
Restricted Stock Unit | CEO | ||
Stock-based Compensation Arrangement by Stock-based Payment Award [Line Items] | ||
Service based awards granted | 649,350 | |
RSU aggregate value | $ | $ 2,500 | |
Number of quarterly installments | Installment | 4 | |
Restricted Stock Unit | Minimum | ||
Stock-based Compensation Arrangement by Stock-based Payment Award [Line Items] | ||
Stock based compensation award requisite service period | 3 years | |
Restricted Stock Unit | Maximum | ||
Stock-based Compensation Arrangement by Stock-based Payment Award [Line Items] | ||
Stock based compensation award requisite service period | 4 years |
EQUITY INCENTIVE PLAN - Summa_2
EQUITY INCENTIVE PLAN - Summary of Restricted Stock Unit Activity (Details) - Restricted Stock Unit | 3 Months Ended |
Mar. 31, 2022shares | |
Stock-based Compensation Arrangement by Stock-based Payment Award [Line Items] | |
Number of RSUs, Beginning balance | 117,516 |
Number of RSUs, Granted | 1,660,535 |
Number of RSUs, Ending balance | 1,778,051 |
EQUITY INCENTIVE PLAN - Summa_3
EQUITY INCENTIVE PLAN - Summary of Stock-Based Compensation Expenses by Function (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Employee Service Stock-based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | $ 4,111 | $ 267 |
Cost of Sales | ||
Employee Service Stock-based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 16 | |
Research and Development | ||
Employee Service Stock-based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 781 | 209 |
Sales and marketing | ||
Employee Service Stock-based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 96 | 6 |
General and Administrative | ||
Employee Service Stock-based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | $ 3,218 | $ 52 |
NET LOSS PER SHARE - Schedule o
NET LOSS PER SHARE - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Net loss | $ (23,775) | $ (7,794) |
Numerator for Basic and Dilutive EPS – Loss available to common stockholders | $ (23,775) | $ (7,794) |
Denominator for Basic and Dilutive EPS - Weighted-average common stock | 70,332,349 | 1,602,732 |
Basic and dilutive loss per share | $ (0.34) | $ (4.86) |
Common Stock | ||
Denominator for Basic and Dilutive EPS - Weighted-average common stock | 70,332,349 | 1,602,732 |
NET LOSS PER SHARE - Schedule_2
NET LOSS PER SHARE - Schedule of Anti-dilutive Common Equivalent Shares (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total anti-dilutive common equivalent shares | 23,260,512 | 37,608,824 |
Outstanding Options to Purchase Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total anti-dilutive common equivalent shares | 11,482,461 | 1,851,656 |
Outstanding Legacy Hyperfine Convertible Preferred Stock (Series A through D) | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total anti-dilutive common equivalent shares | 35,757,168 | |
Outstanding RSUs | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total anti-dilutive common equivalent shares | 1,778,051 | |
Earn-Out Shares | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total anti-dilutive common equivalent shares | 10,000,000 |
NET LOSS PER SHARE - Schedule_3
NET LOSS PER SHARE - Schedule of Anti-dilutive Common Equivalent Shares (Parenthetical) (Details) - Class A Common Stock - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Common stock, shares issued | 55,277,061 | 55,277,061 |
Number of trading days | 20 days | |
Number of consecutive trading days | 30 days | |
Earnout shares right to terminate threshold consideration value | $ 15 | |
Minimum | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Share price | 15 | |
Value of cash or other consideration received upon conversion of stock | $ 15 | |
Earn-Out Shares | Maximum | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Common stock, shares issued | 10,000,000 |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate percent | 0.00% | 0.00% |
Statutory tax rate | 21.00% |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) | Jan. 11, 2022USD ($) | Jan. 31, 2018USD ($) | Mar. 31, 2022USD ($)Subsidiary | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) |
Related Party Transaction [Line Items] | |||||
Expenses allocated | $ 1,000,000 | ||||
Promissory Note with one of the employees | $ 90,000 | ||||
Interest rate of the Note | 1.68% | ||||
Promissory Note with one of the employees will be forgiven | $ 90,000 | ||||
Due from related parties | $ 1,000 | 14,000 | |||
ARTSA | |||||
Related Party Transaction [Line Items] | |||||
Due to related parties for payments paid on their behalf | 25,000 | 110,000 | |||
Due from related parties for payments made on behalf of the other entities | 1,000 | 14,000 | |||
4C | |||||
Related Party Transaction [Line Items] | |||||
Payments for rent | 30,000 | $ 28,000 | |||
Expenses incurred | 154,000 | 870,000 | |||
Due from related parties | 0 | 0 | |||
Due to related parties for payments paid on their behalf | $ 72,000 | 1,872,000 | |||
4Bionics | |||||
Related Party Transaction [Line Items] | |||||
Number of subsidiaries | Subsidiary | 3 | ||||
Liminal | Allocation of Expense Incurred | |||||
Related Party Transaction [Line Items] | |||||
Expenses allocated | $ 0 | $ 10,000 | |||
TESA | |||||
Related Party Transaction [Line Items] | |||||
Due to related parties for payments paid on their behalf | $ 147,000 | $ 11,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
May 31, 2022USD ($) | Jun. 30, 2022USD ($) | Dec. 31, 2021USD ($)Site | Dec. 31, 2020USD ($)Site | Mar. 31, 2022USD ($) | |
Product Liability Contingency [Line Items] | |||||
Deferred grant funding | $ 2,662,000 | $ 1,610,000 | $ 1,983,000 | ||
Number of sites for equipping Hyperfine portable point-of-care MRI system | Site | 5 | 20 | |||
Grant awarded from the BMGF | $ 3,300,000 | ||||
Grant awarded for provision and equipping | 2,500,000 | ||||
Expenses allocated | 1,000,000 | ||||
Grant fund amounts required to be returned under provisions | $ 0 | 0 | |||
Earn-out liability | 0 | ||||
Indemnification Agreement | |||||
Product Liability Contingency [Line Items] | |||||
Liability under indemnifications | $ 0 | ||||
Forecast | |||||
Product Liability Contingency [Line Items] | |||||
Grant awarded for provision and equipping | $ 450,000 | ||||
Grant awarded for other related deliverables | $ 350,000 |