10-Q 1 sght-20240331.htm 10-Q 10-Q
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to ____________

Commission File Number: 001-40587

 

SIGHT SCIENCES, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware

80-0625749

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer
Identification No.)

4040 Campbell Ave, Suite 100

Menlo Park, CA

94025

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (877) 266-1144

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $0.001 per share

 

SGHT

 

The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

 

 

 

 

Emerging growth company

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No

 

As of the close of business on May 1, 2024, the registrant had 49,756,252 shares of Common Stock, par value $0.001 per share, outstanding.

 

 

 

 


 

Table of Contents

 

 

 

Page

 

Special Note Regarding Forward-Looking Statements

3

 

 

 

PART I.

FINANCIAL INFORMATION

5

 

 

 

Item 1.

Condensed Consolidated Financial Statements

5

 

Condensed Consolidated Balance Sheets (Unaudited)

5

 

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

6

 

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

7

 

Condensed Consolidated Statements of Cash Flows (Unaudited)

8

 

Notes to Condensed Consolidated Financial Statements (Unaudited)

9

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

21

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

29

Item 4.

Controls and Procedures

29

 

 

 

PART II.

OTHER INFORMATION

29

 

 

 

Item 1.

Legal Proceedings

29

Item 1A.

Risk Factors

30

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

32

Item 3.

Defaults Upon Senior Securities

32

Item 4.

Mine Safety Disclosures

32

Item 5.

Other Information

32

Item 6.

Exhibits

33

 

Signatures

34

 

 

2


 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Unless the context otherwise requires, references in this Quarterly Report on Form 10-Q to the “Company,” “Sight Sciences,” “we,” “us” and “our” refer to Sight Sciences, Inc.

This Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2024 (this "Quarterly Report") contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding our future results of operations or financial condition, business strategy and plans, and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “hope,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these words or other similar terms or expressions. These forward-looking statements include, but are not limited to, statements concerning the following:

our ability to obtain and maintain sufficient reimbursement for our products, including our ability to successfully protect reimbursement for our Surgical Glaucoma products;
estimates of our total addressable market, future revenue, expenses, capital requirements, and our needs for additional financing;
our ability to enter into and compete in new markets;
our ability to compete effectively with existing competitors and new market entrants;
the impact of the strategic realignment of our operations, including our reduction in workforce and related cost-savings initiatives;
our ability to maintain compliance with, and retain favorable payment terms under, our current secured credit facility;
factors and trends impacting our financial results, including our product development approach, market education, and our ability to achieve operating and financial milestones with optimal capital efficiency;
our ability to scale our infrastructure to achieve our business objectives;
our ability to manage and grow our business by expanding our sales to existing customers or introducing our products to new customers;
our ability to establish and maintain intellectual property protection for our products or avoid claims of infringement;
potential effects of extensive government regulation;
our ability to protect and scale our intellectual property portfolio;
our ability to hire and retain key personnel;
our ability to obtain financing in future offerings;
the volatility of the trading price of our common stock;
our expectation regarding the time during which we will be an emerging growth company under the Jumpstart Our Business Startups Act (the "JOBS Act"); and
our ability to maintain proper and effective internal controls.

Actual events or results may differ from those expressed in forward-looking statements. As such, you should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, operating results, prospects, strategy, and financial needs. The outcome of the events described in these forward-looking statements is subject to risks,

 

3


 

uncertainties, assumptions, and other factors described in the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission (the "SEC") on March 13, 2024 (our "Annual Report"), and elsewhere in this Quarterly Report. Moreover, we operate in a highly competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements in this Quarterly Report are based upon information available to us as of the date of this Quarterly Report. While we believe that such information provides a reasonable basis for these statements, such information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

You should read this Quarterly Report and the documents that we reference in this Quarterly Report and have filed as exhibits to this Quarterly Report with the understanding that our actual future results, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. The forward-looking statements made in this Quarterly Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report to reflect events or circumstances after the date of this Quarterly Report or to reflect new information, actual results, revised expectations, or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements.

 

 

4


 

PART 1. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

SIGHT SCIENCES, INC.

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands, except share and per share data)

 

 

 

March 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

127,284

 

 

$

138,129

 

Accounts receivable, net of allowance for credit losses of $1,019 and $1,186 at March 31, 2024 and December 31, 2023, respectively

 

 

15,643

 

 

 

14,289

 

Inventory, net

 

 

6,871

 

 

 

7,849

 

Prepaid expenses and other current assets

 

 

2,291

 

 

 

2,604

 

Total current assets

 

 

152,089

 

 

 

162,871

 

Property and equipment, net

 

 

1,550

 

 

 

1,640

 

Operating lease right-of-use assets

 

 

1,297

 

 

 

1,458

 

Other noncurrent assets

 

 

624

 

 

 

682

 

Total assets

 

$

155,560

 

 

$

166,651

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

1,666

 

 

$

1,731

 

Accrued compensation

 

 

4,028

 

 

 

4,528

 

Accrued and other current liabilities

 

 

5,999

 

 

 

3,774

 

Current portion - long-term debt, net

 

 

 

 

 

2,219

 

Total current liabilities

 

 

11,693

 

 

 

12,252

 

Long-term debt

 

 

33,697

 

 

 

31,708

 

Other noncurrent liabilities

 

 

961

 

 

 

2,476

 

Total liabilities

 

 

46,351

 

 

 

46,436

 

Commitments and contingencies (Note 6)

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

Preferred stock, par value $0.001 per share; 10,000,000 shares authorized; no shares issued and outstanding as of March 31, 2024 and December 31, 2023

 

 

 

 

 

 

Common stock, par value $0.001 per share; 200,000,000 shares authorized; 49,565,200 and 49,131,363 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively

 

 

50

 

 

 

49

 

Additional paid-in-capital

 

 

420,215

 

 

 

414,956

 

Accumulated deficit

 

 

(311,056

)

 

 

(294,790

)

Total stockholders’ equity

 

 

109,209

 

 

 

120,215

 

Total liabilities and stockholders’ equity

 

$

155,560

 

 

$

166,651

 

 

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

 

5


 

SIGHT SCIENCES, INC.

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

(in thousands, except share and per share data)

 

 

 

 

Three Months Ended
March 31,

 

 

 

 

2024

 

 

2023

 

 

Revenue

 

$

19,265

 

 

$

18,824

 

 

Cost of goods sold

 

 

2,793

 

 

 

3,048

 

 

Gross profit

 

 

16,472

 

 

 

15,776

 

 

Operating expenses:

 

 

 

 

 

 

 

Research and development

 

 

4,636

 

 

 

4,669

 

 

Selling, general and administrative

 

 

26,559

 

 

 

28,675

 

 

Total operating expenses

 

 

31,195

 

 

 

33,344

 

 

Loss from operations

 

 

(14,723

)

 

 

(17,568

)

 

Investment income

 

 

1,648

 

 

 

1,810

 

 

Interest expense

 

 

(1,204

)

 

 

(1,276

)

 

Loss on debt extinguishment

 

 

(1,962

)

 

 

 

 

Other expense, net

 

 

(8

)

 

 

(19

)

 

Loss before income taxes

 

 

(16,249

)

 

 

(17,053

)

 

Provision for income taxes

 

 

17

 

 

 

14

 

 

Net loss and comprehensive loss

 

$

(16,266

)

 

$

(17,067

)

 

Net loss per share attributable to common stockholders, basic and diluted

 

$

(0.33

)

 

$

(0.35

)

 

Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted

 

 

49,486,263

 

 

 

48,405,271

 

 

 

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

 

 

6


 

SIGHT SCIENCES, INC.

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

(in thousands, except share data)

 

 

 

Three Months Ended March 31, 2024

 

 

 

Common Stock

 

 

Additional
Paid-In

 

 

Accumulated

 

 

Total
Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Equity

 

Balance at December 31, 2023

 

 

49,131,363

 

 

$

49

 

 

$

414,956

 

 

$

(294,790

)

 

$

120,215

 

Issuance of common stock upon exercise of stock options

 

 

132,958

 

 

 

 

 

 

145

 

 

 

 

 

 

145

 

Issuance of common stock upon vesting of restricted stock units

 

 

300,879

 

 

 

1

 

 

 

(1

)

 

 

 

 

 

 

Warrant issuance

 

 

 

 

 

 

 

 

609

 

 

 

 

 

 

609

 

Stock-based compensation expense

 

 

 

 

 

 

 

 

4,506

 

 

 

 

 

 

4,506

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(16,266

)

 

 

(16,266

)

Balance at March 31, 2024

 

 

49,565,200

 

 

 

50

 

 

 

420,215

 

 

 

(311,056

)

 

 

109,209

 

 

 

 

 

Three Months Ended March 31, 2023

 

 

 

Common Stock

 

 

Additional
Paid-In

 

 

Accumulated

 

 

Total
Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Equity

 

Balance at December 31, 2022

 

 

48,298,138

 

 

$

48

 

 

$

399,271

 

 

$

(239,243

)

 

$

160,076

 

Issuance of common stock upon exercise of stock options

 

 

46,208

 

 

 

 

 

 

49

 

 

 

 

 

 

49

 

Issuance of common stock upon vesting of restricted stock units

 

 

106,032

 

 

 

 

 

 

 

 

 

 

 

 

 

Withholding taxes on net share settlement of restricted stock units

 

 

 

 

 

 

 

 

(205

)

 

 

 

 

 

(205

)

Stock-based compensation expense

 

 

 

 

 

 

 

 

3,523

 

 

 

 

 

 

3,523

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(17,067

)

 

 

(17,067

)

Balance at March 31, 2023

 

 

48,450,378

 

 

 

48

 

 

 

402,638

 

 

 

(256,310

)

 

 

146,376

 

 

 

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

 

7


 

SIGHT SCIENCES, INC.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2024

 

 

2023

 

Cash flows from operating activities

 

 

 

 

 

 

Net loss

 

$

(16,269

)

 

$

(17,067

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

192

 

 

 

146

 

Accretion of debt discount and amortization of debt issuance costs

 

 

94

 

 

 

144

 

Stock-based compensation expense

 

 

4,506

 

 

 

3,523

 

Provision for credit losses

 

 

36

 

 

 

(250

)

Provision for excess and obsolete inventories

 

 

(25

)

 

 

12

 

Noncash operating lease expense

 

 

160

 

 

 

242

 

Loss on disposal of property and equipment

 

 

 

 

 

66

 

Noncash loss on extinguishment of debt

 

 

1,033

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

(1,390

)

 

 

(959

)

Inventory

 

 

1,003

 

 

 

(1,036

)

Prepaid expenses and other current assets

 

 

317

 

 

 

593

 

Other noncurrent assets

 

 

12

 

 

 

(13

)

Accounts payable

 

 

371

 

 

 

878

 

Accrued compensation

 

 

(501

)

 

 

(2,394

)

Accrued and other current liabilities

 

 

2,116

 

 

 

(1,345

)

Other noncurrent liabilities

 

 

(1,441

)

 

 

77

 

Net cash used in operating activities

 

 

(9,786

)

 

 

(17,383

)

Cash flows from investing activities

 

 

 

 

 

 

Purchases of property and equipment

 

 

(117

)

 

 

(126

)

Net cash used in investing activities

 

 

(117

)

 

 

(126

)

Cash flows from financing activities

 

 

 

 

 

 

Net proceeds from Hercules Loan Agreement

 

 

34,526

 

 

 

 

Repayment of MidCap Term Loan

 

 

(35,375

)

 

 

 

Debt issuance costs

 

 

(238

)

 

 

 

Taxes paid on the net share settlement of restricted stock units

 

 

 

 

 

(205

)

Proceeds from exercise of common stock options

 

 

145

 

 

 

49

 

Net cash used in financing activities

 

 

(942

)

 

 

(156

)

Net change in cash and cash equivalents

 

 

(10,845

)

 

 

(17,665

)

Cash and cash equivalents at beginning of period

 

 

138,129

 

 

 

185,000

 

Cash and cash equivalents at end of period

 

$

127,284

 

 

$

167,335

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information

 

 

 

 

 

 

Cash paid for interest

 

$

1,054

 

 

$

1,002

 

Supplemental noncash disclosure of investing and financing activities

 

 

 

 

 

 

Acquisition of property and equipment included in accounts payable and accrued liabilities

 

$

 

 

$

10

 

Common stock warrants issued upon execution of term loan agreement

 

$

609

 

 

$

 

 

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

 

8


 

SIGHT SCIENCES, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

Note 1. Company and Nature of Business

 

Description of Business

Sight Sciences, Inc. (the “Company”) was incorporated in the State of Delaware in 2010 and is headquartered in Menlo Park, California. The Company is an ophthalmic medical device company focused on the development and commercialization of surgical and nonsurgical technologies for the treatment of prevalent eye diseases. The Company’s mission is to develop transformative, interventional technologies that allow eyecare providers to procedurally elevate the standards of care—empowering people to keep seeing.

The Company's product portfolio aligns with its two reportable operating segments: Surgical Glaucoma and Dry Eye. The products for the Surgical Glaucoma segment include the OMNI® Surgical System ("OMNI"), which is an implant-free, handheld, single-use, therapeutic technology that enables ophthalmic surgeons to perform a comprehensive procedure to reduce intraocular pressure in adult glaucoma patients, the world's leading cause of irreversible blindness, and the SION® Surgical Instrument ("SION"), a bladeless, manually operated device used in ophthalmic surgical procedures to excise trabecular meshwork. The product portfolio for the Dry Eye segment consists of the TearCare® System ("TearCare") for ophthalmologists and optometrists. TearCare is a proprietary, interventional, dry eye device designed to melt and facilitate the comprehensive removal of meibomian gland obstructions and restore gland functionality and healthy oil production for adult patients with evaporative dry eye disease due to meibomian gland dysfunction (“MGD”) when used in conjunction with manual expression of the meibomian glands, enabling clearance of gland obstructions by physicians to address the leading cause of dry eye disease.

Significant Risks and Uncertainties

Since inception, the Company has incurred losses and negative cash flows from operations. As of March 31, 2024, the Company had an accumulated deficit of $311.1 million and recorded a net loss of $16.3 million for the three months then ended and expects to incur additional losses in the future. If the Company’s revenue levels from its products are not sufficient or if the Company is unable to secure additional funding when desired, the Company may need to delay the development of its products, scale back its business and operations, or change its business strategy.

The Company believes that its existing sources of liquidity will satisfy its working capital and capital requirements for at least 12 months from the issuance of its unaudited condensed consolidated financial statements. Any failure to generate increased revenue, achieve improved gross margins, or control operating costs could require the Company to raise additional capital through equity or debt financing. Such additional financing may not be available on acceptable terms, or at all, and could require the Company to modify, delay, or abandon some of its planned future expansion or expenditures or reduce some of its ongoing operating costs, which could harm its business, operating results, financial condition, and ability to achieve its intended business objectives.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") applicable to interim periods and pursuant to the instructions to Form 10-Q and Article 10 of Regulation S-X. The Company’s consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Sight Sciences UK, Ltd and Sight Sciences GmbH. All intercompany balances and transactions have been eliminated in consolidation.

The unaudited condensed consolidated financial statements have been prepared on a basis consistent with the audited consolidated financial statements. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company's financial information contained herein. The condensed consolidated balance sheet as of December 31, 2023 is derived from the Company's consolidated audited financial statements as of that date.

 

9


 

These interim condensed consolidated financial statements do not include all disclosures required by US GAAP and should be read in conjunction with the Company's audited consolidated financial statements and the accompanying notes thereto for the fiscal year ended December 31, 2023, which are contained in the Annual Report. The Company's results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any other interim period.

Use of Estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expense during the reporting period. The most significant estimates related to the provision for credit losses, inventory excess and obsolescence, determination of the fair value of stock option grants, and provisions for income taxes and contingencies. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. These estimates are based on information available as of the date of the financial statements. Actual results could differ from these estimates and such differences could be material to the Company’s financial position and results of operations.

New Accounting Pronouncements

Accounting Standards Adopted

During the three month-month period ended March 31, 2024, there were no significant Accounting Standard Updates ("ASUs") issued that were adopted.

Accounting Standards Not Yet Adopted

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure. The ASU updates reportable segment disclosure requirements, primarily through requiring enhanced disclosures about significant segment expenses and information used to assess segment performance. The ASU is effective for fiscal years beginning after December 15, 2023, and interim period within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU includes amendments requiring enhanced income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and should be applied either prospectively or retrospectively. The Company is currently evaluating the impact of adopting this ASU on its disclosures.

As of March 31, 2024, there are no additional ASUs issued and not yet adopted that are expected to have a material impact on the Company's financial statements and related disclosures.

Note 3. Fair Value Measurements

The Company reports all financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

Level 1—Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

 

10


 

Level 2—Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

Level 3—Inputs are unobservable inputs for the asset or liability. The level in the fair value hierarchy within which a fair value measurement in its entirety is based on the lowest-level input that is significant to the fair value measurement in its entirety.

The Company's cash and cash equivalents included Level 1 investments in treasury securities of $102.4 million and $129.1 million as of March 31, 2024 and December 31, 2023, respectively. These securities are classified as held-to-maturity and all have been purchased with original maturities of 90 days or less. Held-to-maturity debt securities are recorded at amortized cost in the financial statements.

 

 

 

March 31, 2024

 

 

 

Amortized Cost

 

 

Unrealized Gains

 

 

Unrealized Losses

 

 

Aggregate Fair Value

 

U.S. treasury securities

 

$

102,377

 

 

$

6

 

 

$

 

 

$

102,383

 

 

 

 

December 31, 2023

 

 

 

Amortized Cost

 

 

Unrealized Gains

 

 

Unrealized Losses

 

 

Aggregate Fair Value

 

U.S. treasury securities

 

$

129,113

 

 

$

28

 

 

$

 

 

$

129,141

 

The Company measures the fair value of outstanding debt for disclosure purposes on a recurring basis. As of March 31, 2024 and December 31, 2023, total debt of $33.7 million and $33.9 million is reported at amortized cost, respectively. This outstanding debt is classified as Level 2 as it is not actively traded. The amortized cost of the outstanding debt approximates the fair value.

The Company measures the fair value of the unissued common stock warrants using the Black-Scholes option pricing method. These are classified as Level 3 liabilities, with an overall value of less than $0.1 million as of March 31, 2024. The unissued warrants are remeasured at each reporting date after the issuance of Hercules Capital Loan Agreement.

The financial statements as of March 31, 2024 and December 31, 2023 do not include any assets or liabilities that are measured at fair value on a nonrecurring basis.

Note 4. Balance Sheet Components

Property and Equipment, Net

Property and equipment, net consist of the following (in thousands):

 

 

 

As of March 31,

 

 

As of December 31,

 

 

 

2024

 

 

2023

 

Tools and equipment

 

$

2,010

 

 

$

2,010

 

Computer equipment and software

 

 

37

 

 

 

37

 

Furniture and fixtures

 

 

323

 

 

 

323

 

Leasehold improvements

 

 

38

 

 

 

38

 

Construction in process

 

 

915

 

 

 

859

 

 

 

3,323

 

 

 

3,267

 

Less: Accumulated depreciation

 

 

(1,773

)

 

 

(1,627

)

Property and equipment, net

 

$

1,550

 

 

$

1,640

 

Depreciation expense was $0.1 million for both the three months ended March 31, 2024 and 2023.

 

 

11


 

Accrued and Other Current Liabilities

Accrued and other current liabilities consist of the following (in thousands):

 

 

 

As of March 31,

 

 

As of December 31,

 

 

 

2024

 

 

2023

 

Accrued expenses

 

$

3,570

 

 

$

1,639

 

Current portion of lease liabilities

 

 

509

 

 

 

573

 

Short term interest payable

 

 

327

 

 

 

375

 

Other accrued liabilities

 

 

1,593

 

 

 

1,187

 

Total accrued and other current liabilities

 

$

5,999

 

 

$

3,774

 

 

Other Noncurrent Liabilities

Other noncurrent liabilities consist of the following (in thousands):

 

 

 

As of March 31,

 

 

As of December 31,

 

 

 

2024

 

 

2023

 

Long term interest payable

 

$

84

 

 

$

1,524

 

Noncurrent portion of lease liabilities

 

 

802

 

 

 

914

 

Other noncurrent liabilities

 

 

75

 

 

 

38

 

Total other noncurrent liabilities

 

$

961

 

 

$

2,476

 

 

Note 5. Debt

Hercules Capital Loan Agreement

In January 2024, the Company entered into a Loan and Security Agreement (the “Hercules Loan Agreement”), with Hercules Capital, Inc. (“Hercules”) and certain of its affiliates (collective with Hercules, the “Lenders”), which provides for a senior secured term loan facility in the aggregate principal amount of up to $65.0 million credit facility. An initial tranche of $35.0 million (the “Initial Loan”) was funded under the Hercules Loan Agreement on January 22, 2024 (the “Closing Date”). In addition to the Initial Loan, the Hercules Loan Agreement provides for additional tranches as follows: $5.0 million available in a single draw through December 15, 2024, $10.0 million available to draw upon the achievement of certain performance milestones through September 15, 2025, and $15.0 million available for the Company to draw on through the interest only period in increments of $5.0 million, subject to the sole approval of Hercules' investment committee (such tranche loans together with the Initial Loan, the “Term Loans”).

The Hercules Loan Agreement includes a maturity date of July 1, 2028, with an interest only period running for 30 months, extendable for an additional 6 months for a total of 36 months upon the achievement of certain milestones. The Term Loans accrue interest at a floating annual rate of the greater of 10.35% or the Wall Street Journal prime rate plus 2.35%, with the initial interest rate under the Term Loans equal to 10.85%. The final payment fee is set at 5.95% of the funded balance, which has been partially accrued and recorded as a long-term interest payable in other noncurrent liabilities of $0.1 million as of March 31, 2024. In conjunction with the funding of the Initial Loan, the Company issued warrants to the Lenders to purchase up to an aggregate of 135,686 shares of our common stock at an exercise price of $5.159 per share, which were recorded and classified as equity. Each warrant is exercisable for a period of seven years from the date of issuance and is tradeable in accordance with the provision of Rules 144 of the Securities Act.

The obligations under the Hercules Loan Agreement are guaranteed by the Company and its future subsidiaries, subject to exceptions for certain foreign subsidiaries. The obligations under the agreement are secured by substantially all of the Company's assets, including its material intellectual property. Additionally, the Company is subject to customary affirmative and negative covenants, including covenants that limit or restrict the ability of the Company to, among other things, incur indebtedness, grant liens, merge or consolidate, make investments, dispose of assets, make acquisitions, pay dividends or make distributions, repurchase stock and enter into certain transactions with affiliates, in each case subject to certain exceptions. The Company is also subject to certain

 

12


 

minimum cash and revenue covenants under the Hercules Loan Agreement. The Company was in compliance with all covenants as of March 31, 2024.

MidCap Loan Agreement

The Company had credit and security agreements with certain entities affiliated with MidCap Financial Services (such entities collectively, “MidCap”), which provided for a $35.0 million senior secured term loan (the “MidCap Term Loan”). In January 2024, the Company terminated the Amended and Restated Credit and Security Agreement (Term Loan) (the “MidCap Term Loan Agreement”) evidencing the MidCap Term Loan and paid off in full the secured obligations thereunder in connection with its entry into the Hercules Loan Agreement. The Company recorded a loss on the extinguishment of debt of $2.0 million during the three months ended March 31, 2024.

The commitment obligations under the MidCap Term Loan Agreement) were guaranteed by the Company’s current and future subsidiaries, subject to exceptions for certain foreign subsidiaries, and secured by substantially all assets of the Company, including material intellectual property. The MidCap Term Loan Agreement had a maturity date of November 1, 2025, and principal payments under the Term Loan were scheduled to commence in December 2024. In addition, the MidCap Term Loan Agreement included a stated floating interest rate that was reserve-adjusted Secured Overnight Finance Rate, plus 7.00%, and a provision for a final payment fee of 6.0% of the $35.0 million MidCap Term Loan balance, which had been partially accrued and recorded as a long-term interest payable in other noncurrent liabilities of $1.5 million as of December 31, 2023.

Maturities Schedule

Long-term and short-term debt as of March 31, 2024 and December 31, 2023, respectively, was as follows (in thousands):

 

 

 

As of March 31,

 

 

As of December 31,

 

 

 

2024

 

 

2023

 

Hercules Initial Loan

 

$

35,000

 

 

$

 

MidCap Term Loan

 

 

 

 

 

35,000

 

Total principal payments due

 

 

35,000

 

 

 

35,000

 

Less: debt discount related to warrant liability and issuance costs

 

 

(1,303

)

 

 

(1,073

)

Total amounts outstanding

 

 

33,697

 

 

 

33,927

 

Less: current portion

 

 

 

 

 

(2,219

)

Total accrued and other current liabilities

 

$

33,697

 

 

$

31,708

 

The repayment schedule relating to the Hercules Initial Loan as of March 31, 2024, is as follows (in thousands):

 

 

 

Amount

 

2024 (remainder)

 

 

 

2025

 

 

 

2026

 

 

6,651

 

2027

 

 

17,283

 

Thereafter

 

 

11,066

 

Total repayments

 

$

35,000

 

 

Note 6. Commitments and Contingencies

Operating Lease Obligations

The Company’s leases include facility leases and storage leases. In determining the present value of lease payments, the Company uses its incremental borrowing rate based on the information available at the lease commencement date if the rate implicit in the lease is not readily determinable. The Company’s incremental borrowing rate represents the interest rate that the Company would expect to incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis with similar terms and payments, in an

 

13


 

economic environment where the leased asset is located. In determining the lease term, the Company includes all renewal options that are reasonably probable to be executed.

The Company leases its corporate headquarters in Menlo Park, California. The lease commenced in August 2021 and was originally for a term of 37 months from the commencement date. In December 2023, the Company entered into an amendment to the lease, extending the lease term an additional 26 months. Upon signing the amendment, the Company recorded an aggregate lease right-of-use ("ROU") asset and lease liability of $1.2 million. The lease ROU asset and corresponding liability were estimated using a weighted-average incremental borrowing rate of 11.40%. Total base rent for the remaining 34 months under the amended lease agreement is approximately $1.5 million.

During the fourth quarter of 2022, the Company entered into a supply agreement that was expected to last approximately 18 months. In January 2024, the term was extended through December 31, 2024. The supply agreement contained provisions that, when evaluated, indicated an embedded lease was present within the agreement and the Company recorded an aggregate lease ROU asset and lease liability of $0.7 million. The lease ROU asset and corresponding lease liability were estimated using a weighted-average incremental borrowing rate of 10.75%. Total base rent under the agreement is approximately $0.7 million.

The Company recognizes rent expense on a straight-line basis over the noncancelable lease term. The Company’s rent expense was $0.2 million and $0.3 million for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, the weighted average remaining lease term for the leases was 2.2 years.

Operating lease expense and supplemental cash flow information related to operating leases for the three months ended March 31, 2024 and 2023 were as follows (in thousands):

 

 

 

Three Months Ended
March 31,

 

 

 

 

2024

 

 

2023

 

 

Operating lease expense

 

$

195

 

 

$

293

 

 

Cash paid for operating leases

 

 

210

 

 

 

297

 

 

Aggregate future minimum lease payments as of March 31, 2024, under these noncancelable operating leases were as follows (in thousands):

 

 

 

As of March 31,

 

 

 

 

2024

 

 

2024 (remainder)

 

 

490

 

 

2025

 

 

548

 

 

2026

 

 

468

 

 

2027

 

 

0

 

 

Total future minimum lease payments

 

$

1,506

 

 

Less: imputed interest

 

 

(195

)

 

Present value of future minimum lease payments

 

$

1,311

 

 

Less: current portion of operating lease liability

 

 

(509

)

 

Operating lease liabilities – noncurrent

 

$

802

 

 

 

Legal Proceedings

On September 16, 2021, the Company filed suit in the U.S. District Court for the District of Delaware (C.A. No. 1:21-cv-01317) (the “Court”) alleging that Ivantis, Inc. (“Ivantis”) directly and indirectly infringes the Company’s U.S. Patent Nos. 8,287,482, 9,370,443, 9,486,361, and 10,314,742 by making, using, selling, and offering for sale the Hydrus® Microstent. The Company’s complaint seeks money damages and injunctive relief. On January 24, 2022, Ivantis asserted counterclaims requesting declaratory judgments that the Company's asserted patents-in-suit are not infringed and/or invalid. On August 1, 2022, the Company filed an amended complaint alleging that Alcon Inc., Alcon Vision, LLC and Alcon Research, LLC (collectively, “Alcon”) infringe the four originally asserted patents by making, using, selling, and offering for sale the Hydrus® Microstent, and that all defendants also infringe U.S. Patent No. 11,389,328. The defendants asserted counterclaims requesting declaratory

 

14


 

judgments that the Company’s asserted patents-in-suit are not infringed and/or are invalid. In September 2022, Ivantis and Alcon filed petitions with the U.S. Patent Office seeking inter partes review of U.S. Patent Nos. 8,287,482, 9,370,443, 9,486,361, and 10,314,742 (IPR2022-01529, IPR2022-01530, IPR2022-01533, IPR2022-01540), each of which the U.S. Patent Office denied for raising prior art references and invalidity arguments that were cumulative of those previously considered by the U.S. Patent Office. On April 26, 2024, at the conclusion of a five-day jury trial, the Company was awarded a positive jury trial verdict of $34 million, comprised of $5.5 million in lost profits damages and $28.5 million in royalty damages for commercial sales of the Hydrus Microstent for the period between its commercial launch through trial. The patents at issue were U.S. Patent Nos. 8,287,482, 9,370,443, and 11,389,328. The Court will entertain post-trial briefings by both parties, including with respect to potential enhancements to the damages and other remedies, and the Court's final judgment will be subject to appeal. The Company is presently unable to predict the outcome of this lawsuit or to reasonably estimate the potential financial impact of the lawsuit on the Company, if any.

The Company is subject to claims and assessments from time to time in the ordinary course of business. Accruals for litigation and contingencies are reflected in the financial statements based on management’s assessment, including the advice of legal counsel, of the expected outcome of litigation or other dispute resolution proceedings, and/or the expected resolution of contingencies. Liabilities for estimated losses are accrued if the potential losses from any claims or legal proceedings are considered probable and the amounts can be reasonably estimated. Significant judgment is required in both the determination of probability of loss and the determination as to whether the amount can be reasonably estimated. Accruals are based only on information available at the time of the assessment due to the uncertain nature of such matters. As additional information becomes available, management reassesses potential liabilities related to pending claims and litigation and may revise its previous estimates, which could materially affect the Company’s results of operations in a given period. As of March 31, 2024 and December 31, 2023, the Company was not involved in any material legal proceedings except as described above.

Indemnification

In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but that have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations.

The Company indemnifies each of its directors and officers for certain events or occurrences, subject to certain limits, while the director is or was serving at the Company’s request in such capacity, as permitted under Delaware law and in accordance with its certificate of incorporation and bylaws. The term of the indemnification period lasts as long as a director may be subject to any proceeding arising out of acts or omissions of such director in such capacity. The maximum amount of potential future indemnification is unlimited; however, the Company currently holds director liability insurance. This insurance allows the transfer of risk associated with the Company’s exposure and may enable it to recover a portion of any future amounts paid. The Company believes that the fair value of these indemnification obligations is minimal. Accordingly, the Company has not recognized any liabilities relating to these obligations as of March 31, 2024 and December 31, 2023.

 

Note 7. Stockholders' Equity

Common Stock

The Company’s certificate of incorporation provides for 200,000,000 authorized shares of common stock, par value $0.001 per share, and 10,000,000 authorized shares of preferred stock, par value $0.001 per share. The holders of common stock are entitled to receive dividends whenever funds are legally available, when and if declared by the board of directors. As of March 31, 2024, no dividends have been declared. Each share of common stock is entitled to one vote.

 

 

15


 

At March 31, 2024 and December 31, 2023, the Company had reserved common stock for future issuances as follows:

 

 

March 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Common stock available for future grant

 

 

5,939,266

 

 

 

6,033,176

 

Common stock options issued and outstanding

 

 

4,737,879

 

 

 

4,980,190

 

Restricted stock units outstanding

 

 

5,079,498

 

 

 

2,721,361

 

Shares available for future purchase under ESPP

 

 

1,979,540

 

 

 

1,488,227

 

Total

 

 

17,736,183

 

 

 

15,222,954

 

 

Common Stock Warrants

In conjunction with the funding of the Initial Loan under the Hercules Loan Agreement, the Company issued common stock warrants to the Lenders to purchase up to an aggregate of 135,686 shares of our common stock at an exercise price of $5.159 per share. Each warrant is exercisable for up to seven years from the date of issuance. The warrants are classified as equity. During the three months ended March 31, 2024, the fair value of the issued warrants recorded was $0.6 million, which was calculated using the Black-Scholes-Merton (“Black-Scholes”) option pricing model. These warrants were recorded at fair value upon their issuance in additional paid-in capital in the condensed consolidated balance sheet. The warrants are not remeasured after the issuance date.

If the additional Term Loans are funded, the Company will be obligated to issue to the Lenders additional warrants to purchase common stock in an amount equal to 2.0% of the funded balance of each tranche, divided by the exercise price on the date the Company draws funds from such tranche, or the issuance date. The exercise price will be calculated using the five-day volume-weighted average stock price as of such date.

The unissued warrants do not meet the requirements for classification in equity, and are recorded as liabilities in other noncurrent liabilities in the financial statements. The fair value of the unissued common stock warrants was calculated using the Black-Scholes option pricing method and they were recorded at fair value upon the funding of the Hercules Loan Agreement. According to the fair value measurement criteria, the unissued warrants are considered Level 3 liabilities, with an overall value of less than $0.1 million as of March 31, 2024. The unissued warrants are remeasured at each reporting date after the issuance date.

Note 8. Equity Incentive Plans

2011 Stock Option Plan and 2021 Incentive Award Plan

In 2011, the Company established its 2011 Stock Option Plan (the “2011 Plan”) that provided for the granting of stock options to employees and nonemployees of the Company.

In July 2021, the board of directors and stockholders adopted and approved the 2021 Incentive Award Plan, (the “2021 Plan”). Under the 2021 Plan, the Company has the ability to issue incentive stock options ("ISOs"), nonqualified stock options ("NSOs"), stock appreciation rights, dividend equivalent rights, restricted stock awards, and restricted stock unit awards ("RSUs"). Options under the 2021 Plan can typically be granted for periods of up to ten years. For stock options granted to a grantee who, at the time the option is granted, owned stock representing more than 10% of the voting power of all classes of stock of the Company (or any parent or subsidiary of the Company), the term of the stock option may be granted for periods of up to five years. The ISOs and NSOs will be granted at a price per share not less than the fair value at the date of grant. The exercise price of a stock option granted to a 10% stockholder shall be not less than 110% of the grant date fair value of the shares. Options granted to new hires generally vest over a four-year period, with 25% of the shares vesting on the first anniversary of the grant date and the remaining shares vesting in 36 equal monthly installments thereafter; options granted as merit awards generally vest in 48 equal monthly installments following the grant date. RSUs granted generally vest over a four-year period with straight-line vesting in equal amounts.

The Company initially reserved 5,200,000 shares of common stock for future issuance under the 2021 Plan. This initial reserve is subject to annual increase on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2031. These annual increases are equal to the lesser of (i) 5% of the

 

16


 

aggregate number of shares of common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of common stock as determined by the Board, subject to certain limitations. Pursuant to the evergreen provision, the initial share reserve was increased by 2,456,568 shares and 2,414,907 shares on January 1, 2024 and 2023, respectively.

The 2011 Plan was superseded by the 2021 Plan at the time of the IPO and no further grants have been made under the 2011 Plan from the date the 2021 Plan became effective. The terms under the 2011 Plan are consistent with those described above for the 2021 Plan.

As of March 31, 2024 and December 31, 2023 there were 5,939,266 shares and 6,033,176 shares, respectively, of common stock available for issuance under the 2021 Plan.

Stock Option Awards

The following table summarizes stock option activity under the 2021 Plan during the periods presented:

 

 

 

Number of
Shares

 

 

Weighted-Average Exercise Price

 

 

Weighted-Average
Contractual
 Term (in years)

 

 

Average Intrinsic Value
(in thousands)

 

Balances as of December 31, 2023

 

 

4,980,190

 

 

$

9.00

 

 

 

7.4

 

 

$

5,924

 

Grants

 

 

7,377

 

 

 

4.43

 

 

 

 

 

 

 

Forfeited/cancelled

 

 

(116,730

)

 

 

8.41

 

 

 

 

 

 

 

Exercised/released

 

 

(132,958

)

 

 

1.09

 

 

 

 

 

 

 

Balances as of March 31, 2024

 

 

4,737,879

 

 

$

9.23

 

 

 

7.5

 

 

$

5,363

 

Vested and exercisable as of March 31, 2024

 

 

2,662,119

 

 

$

9.22

 

 

 

6.7

 

 

$

3,283

 

Vested and expected to vest as of March 31, 2024

 

 

4,737,879

 

 

$

9.23

 

 

 

7.5

 

 

$

5,363

 

 

During the three months ended March 31, 2024 and 2023, the Company recorded stock-based compensation expense of $1.9 million and $2.2 million related to stock option awards, respectively. The weighted-average grant-date fair values of options granted during the three months ended March 31, 2024 and 2023 was $2.71 and $6.91 per share, respectively.

The aggregate intrinsic value of options exercised was $0.5 million during the three months ended March 31, 2024. The aggregate intrinsic value was calculated as the difference between the exercise prices of the underlying options and the estimated fair value of the common stock on the date of exercise. As of March 31, 2024, the unrecognized stock-based compensation expense relating to unvested options was $12.2 million, which is expected to be recognized over a weighted-average period of 1.6 years.

Determination of Fair Value

The Company estimated the grant date fair value of stock options using the Black-Scholes option-pricing model, which requires the use of high subjective and complex valuation assumptions to determine the fair value of stock-based awards, including the option’s expected term, the expected volatility of the underlying stock, the risk-free interest rate, and the expected dividend yield. For the purposes of the Black-Scholes valuation model, the Company used the simplified method for determining the expected term of the granted options. The simplified method was used since the Company does not have adequate historical data to utilize in calculating the expected term of options. The fair value for options granted was calculated using the following weighted average assumptions:

 

17


 

 

 

 

Three Months Ended
March 31,

 

 

 

2024

 

2023

 

Expected term (in years)

 

6.13

 

5.60 – 6.02

 

Expected volatility

 

61.67%

 

79.73%

 

Risk-free interest rate

 

4.28%

 

3.66% – 3.67%

 

Dividend yield

 

 

 

Restricted Stock Units

RSUs are share awards that entitle the holder to receive shares of common stock upon vesting. The RSUs cannot be transferred, and the awards are subject to forfeiture if the holder’s employment terminates prior to the release of the vesting restrictions. The RSUs generally vest over a four-year period with straight-line vesting in equal amounts, provided the employee remains continuously employed with the Company. The fair value of the RSUs is equal to the closing price of the Company’s common stock on the grant date.

The following table summarizes restricted share award activity:

 

 

Number of
Shares

 

 

Weighted-Average Grant Date Fair Value Per Share

 

Outstanding, December 31, 2023

 

 

2,721,361

 

 

$

7.61

 

Grants

 

 

2,700,788

 

 

 

4.29

 

Forfeited/cancelled

 

 

(40,957

)

 

 

7.64

 

Vested

 

 

(301,694

)

 

 

11.86

 

Outstanding, March 31, 2024

 

 

5,079,498

 

 

$

5.58

 

During the three months ended March 31, 2024 and 2023, the Company recorded stock-based compensation expense of $2.3 million and $1.1 million, respectively, related to the RSUs. As of March 31, 2024, there was $25.2 million of total unrecognized stock-based compensation expense relating to the RSUs that is expected to be recognized over a weighted-average period of 3.1 years.

Employee Stock Purchase Plan

In July 2021, the board of directors and stockholders adopted and approved the 2021 Employee Stock Purchase Plan (the “ESPP”). The Company initially reserved 850,000 shares of common stock for future issuance under the ESPP. This initial reserve is subject to annual increase on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2031. These annual increases shall be equal to the lesser of (i) 1% of the aggregate number of shares of common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of common stock as determined by the Board, subject to certain limitations. Pursuant to the evergreen provision, the initial share reserve was increased by 491,313 and 482,981 shares on January 1, 2024 and 2023, respectively.

The Company has two offering periods annually, running for six-months, with the first offering period beginning in the second quarter, and the second offering period beginning in the fourth quarter. The purchase of shares for participants in the ESPP occurs at the conclusion of each offering period.

During the three months ended, March 31, 2024, there were no purchases made under the ESPP. As of March 31, 2024, the Company has collected payroll withholdings of $0.4 million in the current offering period for the purchase of shares under the ESPP. The Company recorded stock-based compensation expense associated with the ESPP of $0.2 million and $0.2 million for the three months ended March 31, 2024 and 2023, respectively.

As of March 31, 2024, there were 1,979,540 shares of common stock available for issuance under the ESPP.

 

 

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The fair value of shares to be issued under the ESPP was estimated using the Black-Scholes valuation model with the following assumptions for the three months ended March 31, 2024 and 2023, respectively:

 

 

 

Three Months Ended
March 31,

 

 

 

2024

 

2023

 

Expected term (in years)

 

0.49

 

0.48

 

Expected volatility

 

197.51%

 

97.38%

 

Risk-free interest rate

 

5.40%

 

4.62%

 

Dividend yield

 

 

 

Stock-Based Compensation

The following is a summary of stock-based compensation expense by function (in thousands):

 

 

 

Three Months Ended
March 31,

 

 

 

 

2024

 

 

2023

 

 

Cost of goods sold

 

$

106

 

 

$

59

 

 

Research and development

 

 

605

 

 

 

529

 

 

Selling, general and administrative

 

 

3,795

 

 

 

2,935

 

 

Total stock-based compensation expense

 

$

4,506

 

 

$

3,523

 

 

 

Note 9. Net Loss per Share Attributable to Common Stockholders

Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period. As the Company reported a net loss for the three months ended March 31, 2024 and 2023, basic net loss per share is the same as diluted net loss per share for each of the reported periods.

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented (in thousands, except share and per share data):

 

 

 

Three Months Ended
March 31,

 

 

 

 

2024

 

 

2023

 

 

Numerator:

 

 

 

 

 

 

 

Net loss attributable to common stockholders

 

$

(16,266

)

 

$

(17,067

)

 

Denominator:

 

 

 

 

 

 

 

Weighted-average shares of common stock
   outstanding—basic and diluted

 

 

49,486,263

 

 

 

48,405,271

 

 

Net loss per share attributable to common
   stockholders—basic and diluted

 

$

(0.33

)

 

$

(0.35

)

 

 

The following potentially dilutive issued and outstanding securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the period presented because including them would have been antidilutive as a result of the net loss position:

 

 

 

March 31,

 

 

 

2024

 

 

2023

 

Stock option awards

 

 

4,737,879

 

 

 

5,095,956

 

Restricted stock units

 

 

5,079,498

 

 

 

1,840,324

 

Common stock warrants

 

 

135,686

 

 

 

 

Total

 

 

9,953,063

 

 

 

6,936,280

 

 

 

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Note 10. Segment Information

The Company has two reportable operating segments which are determined on the basis of the product portfolio: Surgical Glaucoma and Dry Eye. The operating and reportable segments were determined based on how the Company’s Chief Executive Officer, its Chief Operating Decision Maker (“CODM”), views and evaluates the Company’s operations. The CODM allocates resources to and evaluates the financial performance of each operating segment primarily based on gross profit and gross profit margin.

The Surgical Glaucoma segment includes sales of the Company’s OMNI® Surgical System and SION® Surgical Instrument for use in minimally invasive glaucoma procedures. The Dry Eye segment includes sales of the Company’s TearCare® System and related components.

The following table summarizes select operating results information for each reportable segment (in thousands):

 

 

 

Three Months Ended
March 31,

 

 

 

 

2024

 

 

2023

 

 

Revenue

 

 

 

 

 

 

 

Surgical Glaucoma

 

$

18,257

 

 

$

17,334

 

 

Dry Eye

 

 

1,008

 

 

 

1,490

 

 

Total

 

 

19,265

 

 

 

18,824

 

 

Cost of goods sold

 

 

 

 

 

 

 

Surgical Glaucoma

 

 

2,209

 

 

 

2,362

 

 

Dry Eye

 

 

584

 

 

 

686

 

 

Total

 

 

2,793

 

 

 

3,048

 

 

Gross profit

 

 

 

 

 

 

 

Surgical Glaucoma

 

 

16,048

 

 

 

14,972

 

 

Dry Eye

 

 

424

 

 

 

804

 

 

Total

 

 

16,472

 

 

 

15,776

 

 

Operating expense

 

 

31,195

 

 

 

33,344

 

 

Loss from operations

 

 

(14,723

)

 

 

(17,568

)

 

Investment income

 

 

1,648

 

 

 

1,810

 

 

Interest expense

 

 

(1,204

)

 

 

(1,276

)

 

Loss on debt extinguishment

 

 

(1,962

)

 

 

 

 

Other expense, net

 

 

(8

)

 

 

(19

)

 

Loss before income tax

 

$

(16,249

)

 

$

(17,053

)

 

 

The Company does not allocate any income and expenses beyond revenue and cost of goods sold to the reportable operating segments in its reporting to the CODM. No asset information is provided for reportable operating segments because they are not reviewed by the CODM on a segment basis. Substantially all of the Company’s revenue is generated from sales in the United States.

 

Note 11. Subsequent Events

The Company is plaintiff in a suit against Ivantis, Inc., Alcon Research LLC, Alcon Vision, LLC, and Alcon Inc. (collectively, “Alcon”) in the U.S. District Court for the District of Delaware (the “Court”). On April 26, 2024, the Company received a positive jury trial verdict of $34 million finding that Alcon willfully infringed, directly and indirectly, three of the Company's asserted patents. The monetary damages comprised $5.5 million in lost profits damages and $28.5 million in royalty damages for commercial sales of the Hydrus Microstent for the period between its commercial launch through trial. The patents at issue were U.S. Patent Nos. 8,287,482, 9,370,443, and 11,389,328. The Court will entertain post-trial briefings by both parties, including with respect to potential enhancements to the damages and other remedies, and the Court's final judgment will be subject to appeal.

 

20


 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the related notes and other financial information included in Park I, Item 1, “Financial Statements,” within this Quarterly Report and our audited consolidated financial statements and related notes included in Part II, Item 8, “Financial Statements and Supplementary Data,” in our Annual Report. Certain statements included in this discussion and analysis constitute “forward-looking statements” that are subject to considerable risks and uncertainties. Please see the information under the heading “Special Note Regarding Forward-Looking Statements” in this Quarterly Report.

Overview

Sight Sciences’ mission is to develop transformative, interventional technologies that allow eyecare providers to procedurally elevate the standards of care – empowering people to keep seeing. We are passionate about improving patients’ lives by helping them preserve their sight. Our objective is to develop and market products for use in new treatment paradigms and to create an interventional mindset in eyecare whereby our products may be used in procedures which supplant conventional outdated approaches. Our business philosophy is grounded in the following principles:

comprehensively understanding disease physiology;
developing products that are intended to preserve, protect, and restore natural physiological functionality to diseased eyes;
developing and marketing products with proven clinical evidence that achieve superior effectiveness versus current treatment paradigms while minimizing complications or side effects;
providing intuitive, patient-friendly, interventional solutions to ophthalmologists and optometrists (together, "ECPs"); and
delivering compelling economic value to all stakeholders, including patients, providers and third-party payors such as Medicare and commercial insurers.

Our initial product development has focused on the treatment of two of the world’s most prevalent and underserved eye diseases, glaucoma and dry eye disease (“DED”). We have commercialized products in each of our two reportable operating segments, Surgical Glaucoma and Dry Eye. Our Surgical Glaucoma segment consists of sales of the OMNI® Surgical System ("OMNI") and the SION® Surgical Instrument ("SION"), while our Dry Eye segment includes sales of the TearCare® System ("TearCare"), and related components and accessories. Each product is primarily sold through a highly involved direct sales model that offers intensive education, training and customer service. We believe this philosophy and model not only enable us to differentiate our products and company from competitors, but also expand our addressable market by educating ECPs, patients and other stakeholders on our products and evolving treatment paradigms. Outside of the U.S., we have established direct commercial operations in the United Kingdom and Germany. We sell OMNI in several other countries through distributors.

We sell OMNI and SION to facilities where ophthalmic surgeons perform outpatient procedures, such as ambulatory service centers ("ASCs") and hospital outpatient departments ("HOPDs"), which are typically reimbursed by Medicare or private payors for procedures using our products. We sell TearCare to ECPs. Currently, there is no meaningful reimbursement coverage by Medicare or private payors for meibomian gland disease ("MGD") procedures, including TearCare, and patients typically pay out-of-pocket for TearCare, although some payors may agree to provide case-based coverage outside of a formal policy. We are continuing our controlled commercial launch and are focused on our comprehensive, clinical data-driven long-term market development plan that aims to improve awareness and patient access to TearCare. We have dedicated meaningful resources to execute our commercial strategy as we reduce operating expenses and improve cost efficiencies to better align our operating structure for long-term, profitable growth. The overall success of our approach to eyecare to date is evidenced by over 230,000 estimated uses of Surgical Glaucoma products and their predicates in over 1,900 hospitals and ASCs in the U.S. and Europe, and over 55,000 estimated uses of TearCare in over 1,500 eyecare facilities in the U.S. through March 31, 2024.

 

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We do not currently operate any manufacturing facilities and instead contract with third parties for our production requirements. We believe our suppliers will be able to meet our current and anticipated manufacturing needs across all our products. We plan to continue to utilize third party contract manufacturers for our products and any related components.

Revenue in our Surgical Glaucoma segment for the three-months ended March 31, 2024 and 2023 was $18.3 million and $17.3 million, respectively, with gross margins for the same periods of 87.9% and 86.4%, respectively. Revenue in our Dry Eye segment for the three-months ended March 31, 2024 and 2023 was $1.0 million and $1.5 million, respectively, with gross margins for the same periods of 42.1% and 54.0%, respectively. Given the earlier stage of TearCare’s commercial development, we expect our Dry Eye segment’s gross margins to be lower than our Surgical Glaucoma segment’s gross margins for the near- and medium-term due to the allocation of fixed labor and overhead costs to the segment's cost of goods sold. In the first quarter of 2024, approximately 95% of our revenue was generated from customers in the U.S.

We believe in the importance of continued strategic investment in initiatives that:

further demonstrate our products’ clinical effectiveness and safety to potential customers, patients, payors and regulators including establishing OMNI and SION as the standards of care of interventional glaucoma treatment among MIGS-trained surgeons, develop the standalone MIGS market, and pursue coverage and equitable reimbursement for TearCare;
enhance our commercial capabilities and expertise, including resources dedicated to sales, marketing and education;
ensure the broadest possible patient access to the treatment alternatives that our products are cleared to offer; enhance and improve upon our existing product technologies;
develop our existing international markets and expand into new international markets; and
allow us to create transformational and interventional technology innovation with new products, devices or drugs, in glaucoma and ocular surface disease or in new eye disease areas.