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10-Q

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 June 30, 2022


☐	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: 001-40690

RxSIGHT, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	94-3268801
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
100 Columbia Aliso Viejo, CA	92656
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (949) 521-7830

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 (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, a 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.

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 July 31, 2022, the registrant had 27,638,899 shares of common stock, $0.001 par value per share, outstanding.


		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	5
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Operations and Comprehensive Loss	6
	Condensed Consolidated Statements of Equity	7
	Condensed Consolidated Statements of Cash Flows	9
	Notes to Unaudited Condensed Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39
Item 4.	Controls and Procedures	39
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	101
Item 3.	Defaults Upon Senior Securities	101
Item 4.	Mine Safety Disclosures	101
Item 5.	Other Information	101
Item 6.	Exhibits	102
Signatures		104

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The following discussion and analysis should be read together with our condensed consolidated financial statements and the condensed notes to those statements included elsewhere in this Quarterly Report on Form 10-Q. This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are based on our management’s beliefs and assumptions and on information currently available to our management. In this quarterly Report on Form 10-Q, “we,” “us” and “our” refer to RxSight, Inc., a Delaware corporation, and its consolidated subsidiaries.

Forward-looking statements include, but are not limited to, statements concerning the following:

•

our plans to conduct further clinical trials and any expectations related to the timing or outcomes of such trials;

•

our plans and expected timelines related to our products, or developing new products, to address additional indications or otherwise;

•

the expected acceptance and use of our products by doctors;

•

our ability to obtain, maintain and expand regulatory clearances for our products and any new products we create;

•

the expected growth of our business and our organization;

•

our intentions regarding investment in our business as we pursue growth;

•

our expected uses of our existing resources;

•

the expectations regarding government and third-party payer coverage and reimbursement;

•

our ability to recruit and retain key personnel, including the continued development of a sales and marketing infrastructure;

•

our ability to obtain an adequate supply of materials and components for our products from our third-party suppliers, including single- and sole-source suppliers;

•

our ability to manufacture sufficient quantities of our products with appropriate quality;

•

our ability to obtain, maintain and enforce intellectual property protection for our products and protect our intellectual property rights;

•

our ability to expand our business into new geographic markets;

•

our ability to comply with applicable SEC rules and Nasdaq continued listing requirements;

•

our ability to comply with existing and future government laws, rules and regulations both in the United States and internationally;

•

our expectations regarding allocation of resources toward expenses associated with being a public company;

•

our estimates of our expenses, ongoing losses, future revenue, capital requirements and our need for, or ability to obtain, additional financing;

•

the sufficiency of our existing capital resources to fund our future operating expenses and capital expenditure requirements;

•

the volatility of the trading price of our common stock;

•

our ability to identify and develop new and planned products and/or acquire new products;

•

development and projections relating to our competitors or our industry, including anticipated growth rates for the conventional and premium IOL markets;


3

•

the impact of local, regional, national and international economic conditions and events; and

•

the impact of the COVID-19 pandemic, including currently known and unknown coronavirus variants, on our business or personnel.

Forward-looking statements include statements that are not historical facts and can be identified 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.

Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. We discuss these risks in greater detail in Part II, Item 1A, “Risk Factors,” elsewhere in this Quarterly Report on Form 10-Q. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

DISCUSSION AND ANALYSIS OF OUR FINANCIAL CONDITION

Our discussion and analysis of our financial condition and results of operations is based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States, or (“GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we evaluate our estimates including those related to revenue recognition; valuation of the Company’s warrants and other equity awards; estimated probability and timing of redemption of equity instruments, the realization of income tax assets and estimates of tax liabilities, and obsolete, excess and slow-moving inventory. We base our estimates on historical experience and on various other assumptions we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities not readily apparent from other sources. Actual results may differ materially from these estimates. Our critical accounting policies and estimates are discussed in in the Company’s Annual Report on Form 10-K filed with the SEC on March 8, 2022.

INDUSTRY, BUSINESS AND MARKET DATA

This Quarterly Report on Form 10-Q also contains estimates, projections and other information concerning our industry, our business, and market opportunity, including data regarding the estimated size of the market. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances reflected in this information. Unless otherwise expressly stated, we obtained this industry, business, market and other data from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry, medical and general publications, government data and similar sources.

TRADEMARKS, SERVICE MARKS AND TRADE NAMES

This Quarterly Report on Form 10-Q contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this Quarterly Report on Form 10-Q may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of it by, any other companies.


4

Item 1: Financial Statements (Unaudited)

RxSIGHT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)


	June 30,			December 31,
	2022			2021
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	24,004		$	24,361
Short-term investments		104,616			134,971
Accounts receivable		6,884			4,862
Inventories		11,622			8,032
Prepaid and other current assets		2,802			4,069
Total current assets		149,928			176,295
Property and equipment, net		11,083			11,217
Operating leases right-of-use assets		4,704			4,284
Restricted cash		811			811
Other assets		188			114
Total assets	$	166,714		$	192,721
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	3,277		$	1,689
Accrued expenses and other current liabilities		7,877			7,859
Lease liabilities		1,842			1,529
Total current liabilities		12,996			11,077
Long-term lease liabilities		3,851			3,642
Term loan, net		39,881			39,760
Total liabilities		56,728			54,479
Commitments and contingencies (Note 9)
Stockholders' equity:
Common stock, $0.001 par value, 900,000,000 shares authorized, 27,631,479 shares issued and outstanding as of June 30, 2022 and 27,366,746 shares issued and outstanding as of December 31, 2021		27			27
Preferred stock, $0.001 par value, 100,000,000 shares authorized, no shares issued and outstanding		—			—
Additional paid-in capital		623,746			617,511
Accumulated other comprehensive loss		(183	)		(20	)
Accumulated deficit		(513,604	)		(479,276	)
Total stockholders' equity		109,986			138,242
Total liabilities and stockholders' equity	$	166,714		$	192,721

See accompanying notes to unaudited condensed consolidated financial statements.


5

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,
	2022			2021			2022			2021
Sales	$	11,360		$	4,897		$	20,301		$	8,381
Cost of sales		6,572			5,709			11,752			8,074
Gross profit (loss)		4,788			(812	)		8,549			307
Operating expenses:
Selling, general and administrative		14,388			6,502			28,008			12,113
Research and development		6,192			6,563			12,911			13,206
Total operating expenses		20,580			13,065			40,919			25,319
Loss from operations		(15,792	)		(13,877	)		(32,370	)		(25,012	)
Other income (expense), net:
Change in fair value of warrants		—			1,214			—			1,214
Expiration of warrant		—			—			—			5,018
Interest expense		(1,136	)		(826	)		(2,196	)		(1,524	)
Interest and other income		196			15			242			32
Loss before income taxes		(16,732	)		(13,474	)		(34,324	)		(20,272	)
Income tax expense		0			3			4			10
Net loss	$	(16,732	)	$	(13,477	)	$	(34,328	)	$	(20,282	)

Other comprehensive loss
Unrealized (loss) gain on short-term investments		(76	)		(4	)		(150	)		3
Foreign currency translation (loss) gain		(9	)		1			(13	)		(3	)
Total other comprehensive loss		(85	)		(3	)		(163	)		—
Comprehensive loss	$	(16,817	)	$	(13,480	)	$	(34,491	)	$	(20,282	)
Net loss per share:
Attributable to Series G common stock, basic and diluted	$	—		$	(0.32	)	$	—		$	(0.48	)
Attributable to common stock, basic	$	(0.61	)	$	(3.28	)	$	(1.25	)	$	(5.00	)
Attributable to common stock, diluted	$	(0.61	)	$	(3.53	)	$	(1.25	)	$	(5.23	)
Weighted-average shares used in computing net loss per share:
Attributable to Series G common stock, basic and diluted		—			1			—			1
Attributable to common stock, basic		27,559,908			4,106,403			27,493,130			4,052,920
Attributable to common stock, diluted		27,559,908			4,166,439			27,493,130			4,113,249

See accompanying notes to unaudited condensed consolidated financial statements.


6

RxSIGHT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

(In thousands, except number of shares)


	Six Months Ended June 30, 2022

									Accumulated other
	Common stock					Additional paid-in			comprehensive			Accumulated			Total stockholders'
	Shares			Amount		capital			loss			deficit			equity
Balance at December 31, 2021		27,366,746		$	27	$	617,511		$	(20	)	$	(479,276	)	$	138,242
Shares issued for the exercise of stock options and vesting of restricted stock units		145,922			—		308			—			—			308
Shares redeemed for employee tax withholdings		(26,983	)		—		(362	)		—			—			(362	)
Stock-based compensation expense		—			—		2,649			—			—			2,649
Unrealized loss on short-term investments and cash equivalents, net of tax		—			—		—			(74	)		—			(74	)
Foreign currency translation adjustment		—			—		—			(4	)		—			(4	)
Net loss		—			—		—			—			(17,596	)		(17,596	)
Balance at March 31, 2022		27,485,685		$	27	$	620,106		$	(98	)	$	(496,872	)	$	123,163
Shares issued for the exercise of stock options and vesting of restricted stock units		99,743			—		277			—			—			277
Stock-based compensation expense		—			—		2,904			—			—			2,904
Shares issued for the employee stock purchase plan		46,051			—		459			—			—			459
Unrealized loss on short-term investments and cash equivalents, net of tax		—			—		—			(76	)		—			(76	)
Foreign currency translation adjustment		—			—		—			(9	)		—			(9	)
Net loss		—			—		—			—			(16,732	)		(16,732	)
Balance at June 30, 2022		27,631,479		$	27	$	623,746		$	(183	)	$	(513,604	)	$	109,986

See accompanying notes to unaudited condensed consolidated financial statements


7

RxSIGHT, INC.

CONDENSED CONSOLIDATED statements of REDEEMABLE COMMON STOCK, STOCK OPTIONS, CONVERTIBLE PREFERRED STOCK AND stockholders’ equity (DEFICIT) (UNAUDITED)

(In thousands, except number of shares)


	Six Months Ended June 30, 2021
											Convertible										Notes receivable		Accumulated
	Redeemable common stock				Notes receivable for redeemable			Redeemable			preferred stock				Common stock				Additional paid-in		for common stock		other comprehensive			Accumulated			Total stockholders'
	Shares		Amount		common stock issued			stock options			Shares		Amount		Shares		Amount		capital		issued		loss			deficit			deficit
Balance at December 31, 2020		3,813,450	$	80,780	$	(803	)	$	53,085			14,376,272	$	353,300		1		—		—		—	$	(3	)	$	(430,588	)	$	(430,591	)
Exercise of stock options		280,545		6,922		—			(5,715	)		—		—		—		—		—		—		—			—			—
Stock-based compensation expense		—		—		—			—			—		—		—		—		1,239		—		—			—			1,239
Unrealized gain on short-term investments and cash equivalents, net of tax		—		—		—			—			—		—		—		—		—		—		7			—			7
Foreign currency translation adjustment		—		—		—			—			—		—		—		—				—		(4	)		—			(4	)
Change in notes receivable for common stock issued		—		—		(14	)		—