8-K
false000111148500011114852021-09-092021-09-09

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 09, 2021

 

 

RxSight, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-40690

94-3268801

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

100 Columbia

 

Aliso Viejo, California

 

92656

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 949 521-7830

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

 

RXST

 

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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.

 

 


Item 2.02 Results of Operations and Financial Condition.

On September 9, 2021, RxSight, Inc. issued a press release announcing its results of operations and financial condition for the three and six months ended June 30, 2021. A copy of the press release is attached hereto as exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

The following exhibit is furnished as part of this report:

 

Exhibit number

 

Description

99.1

 

Press Release dated September 9, 2021.

104

 

Cover Page Interactive Data File (embedded within the inline XBRL document).

 

 

The information in this current report and the exhibit attached hereto is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The Information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended. The furnishing of the Information in this Current Report is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the Information this Current Report contains is material investor information that is not otherwise publicly available.

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

RxSight, Inc.

 

 

 

 

Date:

September 9, 2021

By:

/s/ Shelley Thunen

 

 

 

Chief Financial Officer

 


EX-99.1

 

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Exhibit 99.1

RxSight Reports Second Quarter 2021 Financial Results

 

Aliso Viejo, Calif. (NASDAQ: RXST) – September 9, 2021 – RxSight, Inc., an ophthalmic medical device company dedicated to improving the vision of patients following cataract surgery, today reported financial results for the three months ended June 30, 2021.

 

Recent Highlights

Achieved second quarter 2021 revenue of $4.9 million, representing growth of 81% compared to the prior year period, driven by:
Sale of 25 Light Delivery Devices (LDD™s), expanding the installed base to 130 LDDs as of June 30, 2021; and
Sale of 1,825 Light Adjustable Lenses (LAL®s)
Received U.S. Food & Drug Administration (FDA) approval and launched the updated LAL with ActivShield™ technology in the third quarter of 2021, providing redundant ultraviolet light (UV) protection to simplify patient compliance and scheduling;
Expanded commercial leadership with the addition of Steve Everly as Vice President of U.S. Sales and appointed three new Directors to its Board including Robert (Bob) Palmisano, Robert Warner and Julie Andrews; and
Completed an initial public offering (IPO) in July raising approximately $120 million of net proceeds.

 

“Our second quarter performance was driven by further adoption of our Light Adjustable Lens system, which provides doctors with a premium intraocular lens (IOL) that can be customized after surgery to achieve optimal outcomes for patients.” said Ron Kurtz, Chief Executive Officer of RxSight®. Dr. Kurtz continued, “As a result of the post-operative adjustability provided by the RxSight system doctors can be confident they will deliver the visual acuity and quality all patients expect, overcoming one of the major factors that has limited growth of the premium IOL market. We are excited that following the completion of our IPO, we have the resources to grow our business, including advancing our technology with features like ActivShield.”

 

Financial Results

Total revenue for the second quarter of 2021 was $4.9 million, an increase of 81% compared to $2.7 million for the second quarter of 2020. The growth was primarily driven by increased LDD and LAL unit sales and a more favorable market environment because of the reduced impact from the COVID-19 pandemic.

 

Gross (loss) for the second quarter of 2021 was $(0.8) million compared to $(0.5) million for the second quarter of 2020. The decline in gross profit was due to a $1.7 million inventory reserve for excess LAL inventory resulting from the recent introduction of an updated LAL with ActivShield technology.

 


 

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Total operating expenses for the second quarter of 2021 were $13.1 million, a 57% increase from $8.3 million in the second quarter of 2020. The increase was primarily driven by higher headcount in sales and marketing to support the growth of the business and continued investments in research and development.

 

Net (loss) was $(13.5) million, or $(3.28) and $(3.53) per share on a basic and diluted basis, respectively, in the second quarter of 2021, compared to a net (loss) attributable to common shareholders of $(17.0) million, or $(4.66) per share in the second quarter of 2020.

 

Adjusted net (loss) was $(13.3) million, or $(3.24) per share on a basic and diluted basis, in the second quarter of 2021, compared to $(11.7) million, or $(3.21) per share on both a basic and diluted basis, in the second quarter of 2020.

 

Cash, cash equivalents and short-term investments as of June 30, 2021 were $61.7 million and long-term debt was $40.0 million. On July 29, 2021 $120 million in net proceeds were raised through the completion of an initial public offering.

 

Conference Call

On Thursday, September 9, 2021, at 1:30 p.m. Pacific Time, the company will host a conference call to discuss its second quarter 2021 financial results. The call may be accessed through a live and archived webcast of the event available for one year at https://investors.rxsight.com/.

 

About RxSight, Inc.

RxSight, Inc. is a commercial-stage medical technology company dedicated to improving the vision of patients following cataract surgery. The RxSight Light Adjustable Lens system, comprised of the RxSight Light Adjustable Lens (LAL), RxSight Light Delivery Device (LDD) and accessories, is the first and only commercially available intraocular lens (IOL) technology that enables doctors to customize and optimize visual acuity for patients after cataract surgery. The LAL now features ActivShield technology, a revolutionary UV protection layer built into the lens. Additional information about RxSight can be found at www.rxsight.com.

 

Forward-Looking Statements
This press release contains forward-looking statements, including those related physician adoption of the RxSight Light Adjustable Lens system, optimal outcomes for patients, the ability to deliver the visual acuity and quality patients expect and the ability to overcome one of the major factors that has limited growth of the premium market with the RxSight Adjustable Lens system, the ability to continue advancement of the RxSight technology and the ability of the IPO proceeds to fill the resource needs for growth in the Company’s business. Such statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, implied or inferred

 


 

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by these forward-looking statements, and among other things, our ability to maintain cash balances and successfully commercialize or partner our product candidates currently under development. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "could," "would," "expects," "plans," "intends," "anticipates," "believes," "estimates," "predicts," "projects," "potential," or "continue" or the negative of such terms and other same terminology. These statements are only predictions based on our current expectations and projections about future events. You should not place undue reliance on these statements. Actual events or results may differ materially. In evaluating these statements, you should specifically consider various factors. These and other factors may cause our actual results to differ materially from any forward-looking statement. We undertake no obligation to update any of the forward-looking statements after the date of this press release to conform those statements to reflect the occurrence of unanticipated events, except as required by applicable law.

 

Investor Relations Contact:

Philip Taylor

Gilmartin Group

415.937.5406

IR@rxsight.com

 

Company contact:

Roy Freeman

Sr. Director, Marketing

rfreeman@rxsight.com


 

 

 

 

 


 

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RXSIGHT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS (UNAUDITED)

(in thousands, except share and per share amounts)

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Sales

 

$

4,897

 

 

$

2,706

 

 

$

8,381

 

 

$

5,594

 

Cost of sales

 

 

5,709

 

 

 

3,180

 

 

 

8,074

 

 

 

5,989

 

Gross profit (loss)

 

 

(812

)

 

 

(474

)

 

 

307

 

 

 

(395

)

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

 

6,502

 

 

 

3,249

 

 

 

12,113

 

 

 

6,948

 

Research and development

 

 

6,563

 

 

 

5,084

 

 

 

13,206

 

 

 

10,861

 

Total operating expenses

 

 

13,065

 

 

 

8,333

 

 

 

25,319

 

 

 

17,809

 

Loss from operations

 

 

(13,877

)

 

 

(8,807

)

 

 

(25,012

)

 

 

(18,204

)

Other income (expense), net:

 

 

 

 

 

 

 

 

 

 

 

 

Change in fair value of warrants

 

 

1,214

 

 

 

(4,178

)

 

 

1,214

 

 

 

(11,585

)

Expiration of warrant

 

 

 

 

 

 

 

 

5,018

 

 

 

 

Interest expense

 

 

(826

)

 

 

(4

)

 

 

(1,524

)

 

 

(9

)

Interest and other income

 

 

15

 

 

 

147

 

 

 

32

 

 

 

459

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss before income taxes

 

 

(13,474

)

 

 

(12,842

)

 

 

(20,272

)

 

 

(29,339

)

Income tax expense

 

 

3

 

 

 

40

 

 

 

10

 

 

 

45

 

Net loss

 

 

(13,477

)

 

 

(12,882

)

 

 

(20,282

)

 

 

(29,384

)

Accretion to redemption value of redeemable
   preferred stock and redeemable stock options

 

 

 

 

 

(4,097

)

 

 

 

 

 

(8,343

)

Net loss attributable to common stockholders

 

 

(13,477

)

 

 

(16,979

)

 

 

(20,282

)

 

 

(37,727

)

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain (loss) on short-term investments

 

 

(4

)

 

 

(112

)

 

 

3

 

 

 

(35

)

Foreign currency translation gain (loss)

 

 

1

 

 

 

3

 

 

 

(3

)

 

 

2

 

Total other comprehensive loss

 

 

(3

)

 

 

(109

)

 

 

 

 

 

(33

)

Comprehensive loss

 

$

(13,480

)

 

$

(12,991

)

 

$

(20,282

)

 

$

(29,417

)

Net loss per share:

 

 

 

 

 

 

 

 

 

 

 

 

Attributable to redeemable common stock, basic
   and diluted

 

$

 

 

$

(4.66

)

 

$

 

 

$

(10.46

)

Attributable to Series G common stock, basic
   and diluted

 

$

(0.32

)

 

$

(0.58

)

 

$

(0.48

)

 

$

(1.24

)

Attributable to common stock, basic

 

$

(3.28

)

 

$

 

 

$

(5.00

)

 

$

 

Attributable to common stock, diluted

 

$

(3.53

)

 

$

 

 

$

(5.23

)

 

$

 

Weighted-average shares used in computing net loss
   per share:

 

 

 

 

 

 

 

 

 

 

 

 

Attributable to redeemable common stock, basic
   and diluted

 

 

 

 

 

3,645,699

 

 

 

 

 

 

3,608,190

 

Attributable to Series G common stock, basic
   and diluted

 

 

1

 

 

 

1

 

 

 

1

 

 

 

1

 

Attributable to common stock, basic

 

 

4,106,403

 

 

 

 

 

 

4,052,920

 

 

 

 

Attributable to common stock, diluted

 

 

4,166,439

 

 

 

 

 

 

4,113,249

 

 

 

 

 

 


 

 

 

 


 

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RXSIGHT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

 

 

 

 

June 30,

 

 

December 31,

 

 

 

2021

 

 

2020 (1)

 

 

 

(Unaudited)

 

 

 

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

41,731

 

 

$

13,994

 

Short-term investments

 

 

19,998

 

 

 

54,981

 

Accounts receivable

 

 

3,936

 

 

 

2,865

 

Inventories

 

 

8,543

 

 

 

8,288

 

Prepaid and other current assets

 

 

1,338

 

 

 

1,372

 

Total current assets

 

 

75,546

 

 

 

81,500

 

Property and equipment, net

 

 

12,686

 

 

 

13,287

 

Operating leases right-of-use assets

 

 

4,749

 

 

 

5,319

 

Restricted cash

 

 

561

 

 

 

461

 

Other assets

 

 

1,344

 

 

 

110

 

Total assets

 

$

94,886

 

 

$

100,677

 

Liabilities, redeemable common stock, stock options, convertible preferred stock and
   stockholders' deficit

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

2,342

 

 

$

1,134

 

Accrued expenses and other current liabilities

 

 

4,781

 

 

 

4,174

 

Warrant liability

 

 

2,614

 

 

 

5,018

 

Lease liabilities

 

 

1,365

 

 

 

1,274

 

Total current liabilities

 

 

11,102

 

 

 

11,600

 

Long-term warrant liability

 

 

 

 

 

3,828

 

Long-term lease liabilities

 

 

4,374

 

 

 

5,079

 

Term loan, net

 

 

39,506

 

 

 

24,399

 

Total liabilities

 

 

54,982

 

 

 

44,906

 

Commitments and contingencies

 

 

 

 

 

 

Redeemable common stock:

 

 

 

 

 

 

Common stock, $0.001 par value, 24,545,966 shares authorized, 3,813,450 shares issued
   and outstanding as of December 31, 2020

 

 

 

 

 

80,780

 

Notes receivable for common stock issued

 

 

 

 

 

(803

)

Redeemable stock options

 

 

 

 

 

53,085

 

Convertible preferred stock:

 

 

 

 

 

 

Preferred stock, $0.001 par value, 16,572,792 shares authorized, 14,376,272 shares issued
   and outstanding as of June 30, 2021 and December 31, 2020 (redeemable), respectively

 

 

353,300

 

 

 

353,300

 

Stockholders' deficit:

 

 

 

 

 

 

Common stock, $0.001 par value, 24,545,966 shares authorized, 4,124,211 shares issued
   and outstanding as of June 30, 2021

 

 

4

 

 

 

 

Additional paid-in capital

 

 

137,838

 

 

 

 

Notes receivable for common stock issued

 

 

(365

)

 

 

 

Series G common stock, $0.001 par value, 1 share authorized and outstanding as of
   June 30, 2021 and December 31, 2020

 

 

 

 

 

 

Series W common stock, $0.001 par value, 1 share authorized and no shares outstanding as
   of June 30, 2021 and December 31, 2020

 

 

 

 

 

 

Accumulated other comprehensive loss

 

 

(3

)

 

 

(3

)

Accumulated deficit

 

 

(450,870

)

 

 

(430,588

)

Total stockholders' deficit

 

 

(313,396

)

 

 

(430,591

)

Total liabilities, redeemable common stock, stock options, convertible preferred
   stock and stockholders' deficit

 

$

94,886

 

 

$

100,677

 

(1) The balance sheet at December 31,2020 has been derived from the audited consolidated financial statements included in RxSight, Inc.'s final prospectus for its public offering filed on July 29, 2021.

 

 

 

 

 

 


 

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Non-GAAP Financial Measures

 

To supplement our unaudited condensed consolidated financial statements presented under generally accepted accounting principles in the United States (“GAAP”), we believe certain non-GAAP measures, including Adjusted net (loss), and Adjusted net (loss) per share, basic and diluted, provide useful information to investors and are useful in evaluating our operating performance. For example, we exclude stock-based compensation expense and the change in fair value of warrants because these are non-cash in nature and excluding these items provides meaningful supplemental information regarding our operational performance and allows investors the ability to make more meaningful comparisons between our operating results and those of other companies.

 

We believe that non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate similarly titled non-GAAP measures differently or may use other measures to evaluate their performance. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business.

 

Adjusted Net (Loss) and Adjusted Net (Loss) Per Share

 

Adjusted net (loss) is a non-GAAP financial measure that we define as net (loss) adjusted for (i) stock-based compensation and (ii) change in fair value of warrants. We believe Adjusted net (loss) provides investors with useful information on period-to-period performance as evaluated by management and comparison with our past financial performance and is useful in evaluating our operating performance compared to that of other companies in our industry, as this metric generally eliminates the effects of certain items that may vary from company to company for reasons unrelated to overall operating performance. Adjusted net (loss) for Series G Common Stock is not impacted by the adjustments.

 

Reconciliations of net (loss) to Adjusted net (loss) and the presentation of Adjusted net (loss) per share, basic and diluted, are as follows:

 

Reconciliation of U.S. GAAP to Other Non-GAAP Financial Measures

 

(unaudited)

 

(in thousands, except share and per share amounts)

 

 

 


 

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Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

Non-GAAP Adjusted Net (Loss) and Adjusted Net (Loss) per Share

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) available to stockholders,
   basic

 

$

(13,477

)

 

$

(16,979

)

 

$

(20,282

)

 

$

(37,727

)

Net (loss) available to stockholders,
   diluted

 

 

(14,691

)

 

 

(16,979

)

 

 

(21,496

)

 

 

(37,727

)

Add:

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

 

1,406

 

 

 

1,083

 

 

 

2,645

 

 

 

1,706

 

Change in fair value of warrants

 

 

(1,214

)

 

 

4,178

 

 

 

(1,214

)

 

 

11,585

 

Adjusted net (loss) available to common stockholders, basic:

 

$

(13,285

)

 

$

(11,717

)

 

$

(18,851

)

 

$

(24,436

)

Adjusted net (loss) available to common stockholders, diluted:

 

$

(13,285

)

 

$

(11,717

)

 

$

(18,851

)

 

$

(24,436

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding,
   basic

 

 

4,106,403

 

 

 

3,645,699

 

 

 

4,052,920

 

 

 

3,608,190

 

Weighted-average shares outstanding,
   diluted

 

 

4,166,439

 

 

 

3,645,699

 

 

 

4,113,249

 

 

 

3,608,190

 

Adjusted net (loss) per share, basic

 

$

(3.24

)

 

$

(3.21

)

 

$

(4.65

)

 

$

(6.77

)

Adjusted net (loss) per share, diluted

 

$

(3.24

)

 

$

(3.21

)

 

$

(4.65

)

 

$

(6.77

)