What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-05-11 compared with 2022-11-04 · 78 added, 158 removed, 263 unchanged (47% of the section changed)

2 unchanged sentences

(In thousands, except share and per share data)

September 30,

Current assets:

Cash and cash equivalents

Accounts receivable, net

Accounts receivable, net of allowances of $ 641 and $ 679 , respectively

Prepaid expenses and other current assets

8 unchanged sentences

Total current liabilities

Long-term debt

Operating lease liability, non-current portion

1 unchanged sentence

Total liabilities

Commitments and contingencies (Notes 5 and 10)

Commitments and contingencies (Note 10)

Stockholders’ equity:

Common stock, $ 0.01 par value, 200,000,000 authorized as of September 30, 2022 and December 31, 2021;

20,578,963 and 20,399,337 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively

Common stock, $ 0.01 par value, 200,000,000 authorized as of March 31, 2023 and December 31, 2022;

20,708,940 and 20,633,736 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively

Additional paid-in capital

7 unchanged sentences

Three months ended

Nine months ended

September 30,

Cost of goods sold

13 unchanged sentences

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

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)

Condensed Consolidated Statements of Stockholders’ Equity

(In thousands, except share data)

stockholders’

preferred stock

comprehensive

Balances as of June 30, 2022

Exercise of stock options

Employee stock compensation

Net loss for the three months ended September 30, 2022

Cumulative translation adjustment

Balances as of September 30, 2022

Balances as of June 30, 2021

Exercise of stock options

Employee stock compensation

Issuance of common stock, net of offering costs

Reverse stock split

Conversion of Series G preferred stock

( 223,541,754 )

Net loss for the three months ended September 30, 2021

Cumulative translation adjustment

Balances as of September 30, 2021

stockholders’

preferred stock

comprehensive

Balances as of December 31, 2022

Exercise of stock options

Proceeds from Employee Stock Purchase Plan

Employee stock compensation

Net loss for the nine months ended September 30, 2022

Net loss for the three months ended March 31, 2023

Cumulative translation adjustment

Balances as of September 30, 2022

Balances as of March 31, 2023

Balances as of December 31, 2021

1 unchanged sentence

Employee stock compensation

Issuance of common stock, net of offering costs

Reverse stock split

Conversion of Series G preferred stock

( 223,541,754 )

Net loss for the nine months ended September 30, 2021

Net loss for the three months ended March 31, 2022

Cumulative translation adjustment

Balances as of September 30, 2021

Balances as of March 31, 2022

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

1 unchanged sentence

(In thousands)

Nine months ended

September 30,

Three months ended

Cash flows from operating activities:

2 unchanged sentences

Depreciation of property and equipment

Loss on disposal of equipment

Amortization of deferred financing costs and loan discount

Changes in fair value of convertible preferred stock warrants

Changes in operating assets and liabilities:

9 unchanged sentences

Proceeds from the exercise of common stock options

Proceeds from Employee Stock Purchase Plan

Payments related to reverse stock split

Proceeds from the issuance of common stock, net of offering costs

Proceeds from debt financing

Debt financing costs

Net cash provided by financing activities

5 unchanged sentences

Cash paid for interest

Cash paid for income taxes

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

24 unchanged sentences

Cash and cash equivalents include highly liquid investments with an original maturity of three months or less.

As of September 30, 2022 and December 31, 2021, cash equivalents consisted of money market funds, which are stated at cost and approximate fair value.

As of March 31, 2023 and December 31, 2022, cash equivalents consisted of money market funds, which are stated at cost and approximate fair value.

Additionally, as of March 31, 2023 and December 31, 2022, our cash and cash equivalents were maintained with two financial institutions in the U.S., and our current deposits are likely in excess of insured limits.

Accounts Receivable

1 unchanged sentence

Customer credit terms are established prior to shipment with the standard generally being net 30 days.

We do not record an allowance on our trade accounts receivable but monitor the collectability of individual customer accounts on an ongoing basis.

We evaluate the collectability of our accounts receivable based on known collection risks and historical experience.

In circumstances where we are aware of a specific customer's inability to meet its financial obligations to us, we record a specific allowance for bad debts against amounts due to reduce the carrying amount of accounts receivable to the amount we reasonably believe will be collected.

Inventory is stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out basis.

9 unchanged sentences

a pulse generator and a stimulation lead.

Under Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”), revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services.

Under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services.

To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the Company performs the following five steps:

7 unchanged sentences

Stock-Based Compensation

We recognize equity-based compensation expense for awards of equity instruments to employees and non-employees based on the grant date fair value of those awards in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“ASC 718”).

We recognize equity-based compensation expense for awards of equity instruments to employees and non-employees based on the grant date fair value of those awards in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 718, Compensation—Stock Compensation (“ASC 718”).

ASC 718 requires all equity-based compensation awards to employees and non-employee directors, including grants of restricted shares and stock options, to be recognized as expense in the statements of operations and comprehensive loss based on their grant date fair values.

We estimate the grant date fair value of stock options using the Black-Scholes option pricing model.

We use an estimate of the value of our common stock, with the assistance of an independent appraiser, to determine the fair value of options.

We account for forfeitures as they occur.

We expense the fair value of our equity-based compensation awards

granted to employees on a straight-line basis over the associated service period, which is generally the period in which the related services are received.

the fair value of our equity-based compensation awards granted to employees on a straight-line basis over the associated service period, which is generally the period in which the related services are received.

Recent accounting pronouncements

On January 1, 2022, the Company adopted Accounting Standards Codification Topic 842, Leases (“ASC 842”), utilizing the alternative modified retrospective transition approach.

Under the alternative modified retrospective transition approach, the reported results for 2022 reflect the application of Topic 842 guidance, whereas comparative periods and their respective disclosures prior to the adoption of Topic 842 are presented using the legacy guidance of ASC 840.

As a result of adopting the new standard, the Company recognized ROU assets of $ 579,000 and lease liabilities of $ 561,000 as of January 1, 2022.

The lease liabilities represent the present value of the remaining lease payments, discounted using the Company’s incremental borrowing rate as of January 1, 2022.

The corresponding ROU assets are recorded based on the lease liabilities and the cumulative difference between rent expense and the amounts paid under the lease.

The Company did not elect any practical expedients.

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses ("ASU 2016-13"), to require the measurement of expected credit losses for financial instruments held at the reporting date to be based on historical experience, current conditions, and reasonable forecasts.

ASU 2016-13 became effective for us for interim and annual periods beginning January 1, 2023.

The adoption of ASU 2016-13 did not have a material impact on our results of operations, cash flows, or financial position.

Selected balance sheet information

Inventory consists of the following at:

September 30,

(in thousands)

2 unchanged sentences

Property and equipment, net consists of the following at:

September 30,

(in thousands)

5 unchanged sentences

Accumulated depreciation and amortization

Depreciation expense was $ 127,000 and $ 42,000 for the three months ended September 30, 2022 and 2021, respectively, and $ 284,000 and $ 112,000 for the nine months ended September 30, 2022 and 2021, respectively.

Depreciation is determined using the straight-line method over the estimated useful lives of the respective assets, generally three to five years .

Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the term of the lease.

Depreciation expense was $ 129,000 and $ 62,000 for the three months ended March 31, 2023 and 2022, respectively.

Accrued expenses consist of the following at:

September 30,

(in thousands)

3 unchanged sentences

Operating lease liability, current portion

Fair value measurements

Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date.

Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs.

The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows:

● Level 1 — Inputs are quoted prices in active markets for identical assets or liabilities.

● Level 2 — Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly.

● Level 3 — Inputs are unobservable for the asset or liability.

There was no convertible preferred stock warranty liability as of the periods ended September 30, 2022 and December 31, 2021.

The Company’s recurring fair value measurements using significant unobservable inputs (Level 3) related solely to the Company’s convertible preferred stock warrant liability.

The convertible preferred stock warrant liability was remeasured at each financial reporting period with any changes in fair value being recognized as a component of other income (expense), net in the condensed consolidated statements of operations and comprehensive loss.

In connection with the closing of the initial public offering (“IPO”), all of the outstanding convertible preferred stock warrants were converted to common stock warrants.

The related liability was remeasured at the time of the IPO and reclassed to additional paid-in capital.

The following table sets forth a summary of changes in the estimated fair value of the Company’s convertible preferred stock warrants during the nine months ended:

September 30,

Innovatus Loan Agreement

On October 31, 2022, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with Innovatus Life Sciences Fund I, LP, as the collateral agent and a lender, under which the Company may borrow, subject to the Company’s achievement of certain milestones, up to a total of $ 50.0 million in a series of term loans.

On the closing date, the Company borrowed the minimum amount of $ 7.5 million under the Loan Agreement.

On March 10, 2023, the Company borrowed the $ 7.5 million remaining under the first tranche of the Loan Agreement , with $ 4.0 million received on March 13, 2023 and $ 3.5 million received on March 15, 2023 .

The Loan Agreement initially requires interest only payments through November 2027, followed by three monthly principal and interest payments.

A final payment of $ 0.7 million, equal to 4.5 % of the original borrowed principal, is due in January 2028.

The terms loans advanced pursuant to the Loan Agreement (collectively, the “Term Loans”) bear interest at a floating rate per annum equal to the sum of (a) the greater of (i) the prime rate and (ii) 5.50 % plus (b) 2.65 %.

The Term Loans are secured by substantially all of the personal property of the Company.

The Company has the option to draw down (i) up to $ 30.0 million less the amount funded from the first tranche between September 1, 2023 and December 15, 2023 if the Company achieves trailing three months revenue of $ 5.75 million prior to June 30, 2023, and (ii) up to $ 20.0 million between September 1, 2024 and December 15, 2024 if the Company achieves trailing three months revenue of $ 9.0 million prior to June 30, 2024.

A performance covenant takes effect at the earlier of September 30, 2025 or the third tranche funding requiring that the Company achieve 50 % of the trailing twelve months revenue target set in the Board-approved revenue plan in effect for such period.

The Loan Agreement requires the payment of certain penalties if the Term Loans are paid off prior to maturity for any reason, including pursuant to an acceleration clause, and includes various restrictive covenants, including a restriction on the payment of dividends or making other distributions or payments on the Company’s capital stock, subject to limited exceptions.

The Company was in compliance with these covenants as of March 31, 2023.

In connection with the Loan Agreement, the Company recorded $ 0.8 million of debt issuance costs and discounts as a reduction of long-term debt.

The annual principal maturities of debt under the Loan Agreement are as follows:

(in thousands)

Beginning of the period

Change in fair value

Conversion to common stock warrants

End of the period

There were no transfers in or out of Level 1, Level 2 or Level 3 fair value measurements during the periods ended September 30, 2022 and 2021.

Unamortized debt costs and discounts

Long-term debt

We lease 23,890 square feet of office space in Minneapolis, Minnesota, which houses our principal executive offices and our manufacturing facility.

2 unchanged sentences

Our operating lease agreement includes an option to renew for one additional period of five years .

The exercise of the lease renewal option is at our sole discretion and was not included in the lease term for the calculation of the ROU asset and lease liability upon adoption of ASC 842 on January 1, 2022, as it is not reasonably certain of exercise.

In addition to base rent, we will also pay our proportionate share of operating expenses, as defined in the lease.

These payments will be made monthly and will be adjusted annually to reflect actual charges incurred for operating expenses, such as common area maintenance, taxes and insurance.

The exercise of the lease renewal option is at our sole discretion and was not included in the lease term for the calculation of the ROU asset and lease liability, as it is not reasonably certain of exercise.

In addition to base rent, we also pay our proportionate share of operating expenses, as defined in the lease.

These payments are made monthly and are adjusted annually to reflect actual charges incurred for operating expenses, such as common area maintenance, taxes and insurance.

The following table presents the lease balances within the condensed consolidated balance sheets:

September 30,

(in thousands)

5 unchanged sentences

Total operating lease liabilities

Maturities of our lease liability for our operating lease are as follows as of September 30, 2022:

September 30,

Maturities of our lease liability for our operating lease are as follows as of March 31, 2023:

(in thousands)

2 unchanged sentences

Present value of lease liability

As of September 30, 2022, the remaining lease term was 1.8 years and the discount rate was 5.0 %.

The operating cash outflows from our operating lease were $ 0.3 million for the nine months ended September 30, 2022.

As of March 31, 2023, the remaining lease term was 1.3 years and the discount rate was 5.0 %.

The operating cash outflows from our operating lease were $ 0.1 million and $ 0.2 million for the three months ended March 31, 2023 and 2022, respectively.

Stockholders’ equity

Initial Public Offering

On July 2, 2021, the Company closed its IPO of 8,050,000 shares of its common stock at a public offering price of $ 18.00 per share, which included 1,050,000 shares of common stock issued upon the exercise in full by the underwriters of their option to purchase additional shares, for net proceeds from the IPO, after deducting the underwriting discount and other offering expenses payable by the Company totaling $ 1.6 million, of $ 133.2 million.

Upon the closing of the IPO, all shares of convertible preferred stock were automatically converted into common stock.

Series G convertible preferred stock was converted into common stock on a 15.819 -for-1 basis, and all other shares of convertible preferred stock were automatically converted into common stock on a 39.548 -for-1 basis.

The conversion of the outstanding preferred stock resulted in an aggregate of 11,929,584 shares of common stock.

Reverse Stock Split

In connection with the IPO, the Company’s Board of Directors and stockholders approved a 1-for- 39.548 reverse stock split of the Company’s common stock.

The reverse stock split became effective on June 22, 2021.

The par value of the common stock was not adjusted as a result of the reverse stock split.

Adjustments corresponding to the reverse stock split were made to the ratio at which the convertible preferred stock

converted into common stock in connection with the closing of the IPO.

Accordingly, all share and per-share amounts for all periods presented in these financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the reverse stock split and the adjustment of the conversion ratio of the convertible preferred stock.

Common Stock Warrants

In connection with the IPO, the warrants to purchase shares of convertible preferred stock automatically converted into warrants to purchase common stock, resulting in the reclassification of the related convertible preferred stock warrant liability to additional paid-in capital.

In connection with the initial public offering (the “IPO”), the warrants to purchase shares of convertible preferred stock automatically converted into warrants to purchase common stock, resulting in the reclassification of the related convertible preferred stock warrant liability to additional paid-in capital.

Upon the closing of the IPO, these warrants to purchase convertible preferred stock became exercisable for 716,131 shares of common stock upon conversion at a weighted average exercise price of $ 2.39 per share.

4 unchanged sentences

Options granted under the 2001 Plan have vesting terms that range from the date of grant to four years and expire within a maximum term of 10 years from the grant date.

In connection with the IPO in 2021, the Company’s Board of Directors and stockholders established the 2021 Equity Incentive Plan (“2021 Plan”).

In 2021, the Company’s Board of Directors and stockholders established the 2021 Equity Incentive Plan (“2021 Plan”).

The number of shares of common stock initially reserved for issuance under the 2021 Plan was 1,854,490 newly reserved shares in addition to the 600,737 shares that remained available for issuance under the 2001 Plan.

The shares available for issuance under the 2021 Plan will automatically increase on the first day of each year, commencing January 1, 2022, and ending on (and including) January 1, 2031, in an amount equal to 5 % of the total number of shares of the Company’s common stock outstanding on the last day of the calendar month before the date of each automatic increase, or such lesser number of shares as determined by the Board of Directors.

The shares available for issuance under the 2021 Plan automatically increase on the first day of each year, commencing January 1, 2022, and ending on (and including) January 1, 2031, in an amount equal to 5 % of the total number of shares of the Company’s common stock outstanding on the last day of the calendar month before the date of each automatic increase, or such lesser number of shares as determined by the Board of Directors.

The annual increase resulted in an additional 1,033,186 shares being reserved for issuance under the 2021 Plan as of January 1, 2023.

2 unchanged sentences

No further awards can be made under the 2001 Plan following the adoption of the 2021 Plan.

As of September 30, 2022, there were 1,576,113 shares available for future issuance under the 2021 Plan.

As of March 31, 2023, there were 1,832,425 shares available for future issuance under the 2021 Plan.

Options are granted at exercise prices not less than the fair market value (as determined by the Board of Directors) of the Company’s common stock on the date of grant.

During the years 2008 through September 30, 2022, the Board of Directors authorized the grant of stock options for the purchase of shares of common stock to the employers of certain non-employee directors.

During the years 2008 through the IPO, the Board of Directors authorized the grant of stock options for the purchase of shares of common stock to the employers of certain non-employee directors.

The options were not granted under the 2001 Plan or the 2021 Plan, but terms are substantially the same as the Company’s standard form of option agreement for non-employee directors as they have an exercise price not less than the fair market value on the grant date and vest over 48 months from the date of grant.

3 unchanged sentences

Cancelled / Forfeited

Balance as of September 30, 2022

Options exercisable as of September 30, 2022

As of September 30, 2022, stock options outstanding included 8,796 options that were not granted under the 2001 Plan or the 2021 Plan.

For options outstanding as of September 30, 2022, the weighted average remaining contractual life was 8.0 years.

For options exercisable as of September 30, 2022, the weighted average remaining contractual life was 6.7 years.

In connection with the IPO, the Company’s Board of Directors and stockholders also established an Employee Stock Purchase Plan (the “ESPP”).

Balance as of March 31, 2023

Options exercisable as of March 31, 2023

As of March 31, 2023, stock options outstanding included 8,796 options that were not granted under the 2001 Plan or the 2021 Plan.

For options outstanding as of March 31, 2023, the weighted average remaining contractual life was 7.9 years.

For options exercisable as of March 31, 2023, the weighted average remaining contractual life was 6.5 years.

The Company’s Board of Directors and stockholders also established an Employee Stock Purchase Plan (the “ESPP”).

The number of shares of common stock initially reserved for issuance under the ESPP was 278,170 .

The shares available for issuance under the ESPP will automatically increase on the first day of each year, commencing January 1, 2022, and ending on (and including) January 1, 2031, in an amount equal to 1 % of the total number of shares of the Company’s common stock outstanding on the last day of the calendar month before the date of each automatic increase, or such lesser number of shares as determined by the Board of Directors.

The shares available for issuance under the ESPP automatically increase on the first day of each year, commencing January 1, 2022, and ending on (and including) January 1, 2031, in an amount equal to 1 % of the total number of shares of the Company’s common stock outstanding on the last day of the calendar month before the date of each automatic increase, or such lesser number of shares as determined by the Board of Directors.

The annual increase resulted in an additional 206,637 shares being reserved for issuance under the ESPP as of January 1, 2023.

The ESPP will permit certain of the Company’s U.S.

The ESPP permits certain of the Company’s U.S.

employees to purchase shares of the Company’s common stock at a price per share not less than 85 % of the l ower of (i) the closing market price per share of the Company’s common stock on the first day of the applicable purchase period or (ii) the closing market price per share of the Company’s common stock on the purchase date at the end of the applicable six-month purchase period.

The first purchase date under the ESPP was June 30, 2022.

Accordingly, as of September 30, 2022, 57,681 shares of common stock have been purchased under the ESPP for $ 0.3 million of employee contributions.

As of September 30, 2022, there were 424,482 shares available for issuance under the ESPP.

As of March 31, 2023, there were 574,910 shares available for issuance under the ESPP.

Stock-based compensation expense

2 unchanged sentences

The amount of stock-based compensation expense recognized for stock option awards during a period is based on the portion of the awards that are ultimately expected to vest.

The amount of stock-based

compensation expense recognized for ESPP purchase rights during a period is based on the estimated purchase rights as of the grant date.

The amount of stock-based compensation expense recognized for ESPP purchase rights during a period is based on the estimated purchase rights as of the grant date.

The Company accounts for forfeitures as they occur.

The following table provides the weighted average fair value of options granted to employees and the related assumptions used in the Black-Scholes option pricing model for the nine months ended September 30, 2022 and 2021:

September 30,

The following table provides the weighted average fair value of options granted to employees and the related assumptions used in the Black-Scholes option pricing model for the three months ended March 31, 2023 and 2022:

Weighted average fair value of options granted

8 unchanged sentences

1.75 % to 2.40

The following table provides the weighted average fair value of ESPP purchase rights and the related assumptions used in the Black-Scholes option pricing model for the nine months ended September 30, 2022:

September 30,

The following table provides the weighted average fair value of ESPP purchase rights and the related assumptions used in the Black-Scholes option pricing model for the three months ended March 31, 2023 and 2022:

Weighted average fair value per ESPP purchase right

1 unchanged sentence

Expected volatility

51.3 % to 62.9

Expected dividend yield

Risk-free interest rate

0.22 % to 2.52

There were no ESPP purchase rights for the nine months ended September 30, 2021.

The Company reviews these assumptions on a periodic basis and adjusts them, as necessary.

8 unchanged sentences

Three months ended

Nine months ended

September 30,

(in thousands)

5 unchanged sentences

Cost of goods sold

As of September 30, 2022, unrecognized compensation expense related to unvested stock-based compensation arrangements was $ 9.2 million.

As of September 30, 2022, the related weighted average period over which the expense is expected to be recognized is approximately 2.7 years.

Early exercise of stock options

Under the 2001 Plan, the Company has issued options to certain executive officers with early-exercise provisions.

The options may be exercised by the holder any time after they are granted.

The Company has the right to repurchase, at the original option exercise price, shares issued pursuant to such early-exercise provisions, upon the termination of employment or death of the stockholder.

This repurchase right expires based upon the original option vesting schedule.

As of September 30, 2022 and 2021, there have been no early exercises and therefore there is no liability recorded for the early exercise of stock options.

As of September 30, 2022 and December 31, 2021, a valuation allowance was recorded against all deferred tax assets due to the Company’s cumulative net loss position.

Provision for income taxes for the three months ended September 30, 2022 and 2021 was $ 32,000 and $ 23,000 , respectively.

Provision for income taxes for the nine months ended September 30, 2022 and 2021 was $ 81,000 and $ 66,000 , respectively.

As of March 31, 2023, unrecognized compensation expense related to unvested stock-based compensation arrangements was $ 15.1 million.

As of March 31, 2023, the related weighted average period over which the expense is expected to be recognized is approximately 2.7 years.

As of March 31, 2023 and December 31, 2022, a valuation allowance was recorded against all deferred tax assets due to the Company’s cumulative net loss position.

Provision for income taxes for the three months ended March 31, 2023 and 2022 was $ 34,000 and $ 26,000 , respectively.

As of December 31, 2022, the Company had federal and state net operating loss carryforwards (“NOLs”) of approximately $ 361.0 million and $ 6.2 million, respectively.

5 unchanged sentences

Such a change of ownership would limit the Company’s utilization of the NOLs and could be triggered by subsequent sales of securities by the Company or its stockholders.

(Loss) Earnings Per Share

Loss Per Share

Basic and diluted net loss per share attributable to common stockholders was calculated for the periods indicated (in thousands, except share and per share data):

Three Months Ended

Nine months ended

September 30,

Weighted average common shares outstanding — basic and diluted

2 unchanged sentences

Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same.

The Company excluded the following potential common shares, presented based on amounts outstanding at each period

end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:

Nine months ended

September 30,

The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:

Three months ended

Options to purchase common stock

3 unchanged sentences

The Company accrues a liability for such matters when it is probable that future expenditures will be made, and such expenditures can be reasonably estimated.

There have been no contingent liabilities requiring accrual or disclosure as of September 30, 2022 or December 31, 2021.

There have been no contingent liabilities requiring accrual or disclosure as of March 31, 2023 or December 31, 2022.

Employee benefit plans

12 unchanged sentences

Three months ended

Nine months ended

September 30,

Other countries

As of September 30, 2022 and December 31, 2021, long-lived assets were located primarily in the U.S.

As of March 31, 2023 and December 31, 2022, long-lived assets were located primarily in the U.S.

Subsequent events

On the closing date, the Company borrowed the minimum amount of $ 7.5 million under the Loan Agreement.

The terms loans advanced pursuant to the Loan Agreement (collectively, the “Term Loans”) will bear interest at a floating rate per annum equal to the sum of (a) the greater of (i) the prime rate and (ii) 5.50 % plus (b) 2.65 %.

The Term Loans mature on January 31, 2028 and require interest-only payments until November 1, 2027.

The Term Loans are secured by substantially all of the personal property of the Company.

The remaining amount of the facility will be available to be drawn in three separate tranches prior to December 2024.

On April 21, 2023, we extended our operating lease for our office space in Minneapolis, Minnesota for an additional 49 consecutive months, commencing August 1, 2024 through August 31, 2028.

This amendment to our operating lease agreement includes an option to renew for one additional period of three years .

The amendment also requires the landlord to provide us with a cash allowance not to exceed $ 50,000 for the construction of standard tenant improvements to be mutually agreed upon.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements