0000950170-22-022617 | 10-Q | XBRL Viewer

Stock-Based Compensation Expense - Additional Information (Details) - USD ($) $ in Millions				9 Months Ended		12 Months Ended
	Jun. 02, 2022	Jan. 03, 2022	Jul. 28, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Mar. 08, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock issued (in shares)				27,719,132		27,366,746
Shares of common stock reserved				7,367,782		6,878,511
Total unrecognized expense related to unvested stock options				$ 6.9
Weighted average period for recognition of expenses				2 years 8 months 12 days
The Calhoun Vision, Inc. 2015 Equity Incentive Plan and the Calhoun Vision, Inc. 2006 Stock Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Intrinsic Value of Vested Options				$ 14.8		$ 14.7
Intrinsic Value of Outstanding Options				15.0		$ 14.7
Total Cash Received from the Exercise of Stock Options				0.7	$ 1.2
Total Fair Value Less Strike Price of Stock Options Exercised				$ 1.6	$ 3.1
Number of Options, Unvested				2,449,208		2,437,649
Total unrecognized expense related to unvested stock options				$ 19.1		$ 20.1
Weighted average period for recognition of expenses						3 years
2021 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock available for issuance			2,420,135
Common stock issued (in shares)			7,260,406				1,094,670
Share-Based Compensation Arrangement by Share-Based Payment Award, Percentage of Outstanding Stock Maximum			4.00%
Weighted average period for recognition of expenses				2 years 7 months 6 days
2021 Equity Incentive Plan \| Maximum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares of common stock reserved			4,569,530
2021 Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock available for issuance			711,643
Shares of common stock reserved			1,452,081				273,667
Share-Based Compensation Arrangement by Share-Based Payment Award, Percentage of Outstanding Stock Maximum			1.00%
2021 Employee Stock Purchase Plan \| Maximum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Percentage of Outstanding Stock Maximum			85.00%
Restricted Stock Units (RSUs) [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares of common stock reserved				494,786		640,479
Number of Options, Unvested				494,786
Restricted Stock Units (RSUs) [Member] \| Executive Officers and Non-Employee Directors [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-Based Compensation, Vesting period	1 year	3 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period	61,231	19,196

Stock-Based Compensation Expense - Summary of Non-Vested Restricted Stock Unit Activities (Details) - Restricted Stock Units (RSUs) [Member]	9 Months Ended
	Sep. 30, 2022 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unvested at December 31, 2021 \| shares	640,479
Number of Options, Granted \| shares	80,427
Number of shares, vested \| shares	(179,700)
Number of shares, forfeited \| shares	(46,420)
Unvested at September 30, 2022 \| shares	494,786
Weighted Average Grant Date Fair Value, Beginning Balance \| $ / shares	$ 15.46
Weighted Average Grant Date Fair Value, Options Granted \| $ / shares	13.37
Weighted average fair value, vested \| $ / shares	15.57
Weighted average fair value, forfeited \| $ / shares	15.38
Weighted average fair value, Ending Balance \| $ / shares	$ 15.08

Stockholders' Equity (Additional Information) (Details) - $ / shares	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jul. 29, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Common stock, authorized (in shares)	900,000,000			900,000,000		900,000,000
Preferred stock, shares authorized	100,000,000			100,000,000
Preferred stock par value per share	$ 0.001			$ 0.001
Preferred Shares Issued	0			0
Preferred stock, shares outstanding	0			0
Common stock issued (in shares)	27,719,132			27,366,746
Common stock outstanding (in shares)	27,719,132			27,366,746
Common Stock [Member]
Class of Stock [Line Items]
Common stock outstanding (in shares)	27,719,132	27,631,479	27,485,685	27,366,746	27,324,054		4,124,211	4,093,996	1
Convertible Preferred Stock
Class of Stock [Line Items]
Preferred stock, shares authorized						100,000,000
Preferred stock par value per share						$ 0.001
Preferred stock, shares outstanding	14,376,272

Convertible Preferred Stock and Stockholders' Deficit - Summary of Common Stock Reserved for Future Issuance (Details) - shares	Sep. 30, 2022	Dec. 31, 2021
Class Of Stock [Line Items]
Conversion of preferred stock	7,367,782	6,878,511
Restricted Stock Units [Member]
Class Of Stock [Line Items]
Conversion of preferred stock	494,786	640,479

Stock-Based Compensation Expense - Schedule of Range and Weighted-average Assumptions Used in Black-Scholes Option Pricing Model to Determine the Fair Value of Stock Options (Details) - $ / shares	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected volatility, Minimum	62.40%	62.30%
Expected volatility, Maximum	63.80%	63.70%
Risk-free interest rate, Minimum	2.00%	0.60%
Risk-free interest rate, Maximum	3.00%	1.60%
Expected dividend yield	0.00%	0.00%
Expected volatility, Weighted Average	62.80%	63.30%
Risk-free interest rate, Weighted Average	2.30%	1.00%
Expected life (in years), Weighted Average	6 years	6 years
Expected dividend yield, Weighted Average	0.00%	0.00%
Grant date fair value, Weighted Average	$ 12.63	$ 15.51
Maximum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected life (in years)	10 years	10 years
Grant date fair value	$ 15.52	$ 19.94
Minimum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected life (in years)	6 years	5 years 6 months
Grant date fair value	$ 10.74	$ 12.54

Summary of Accounting Policies - Schedule of Revenue From Contracts With Customers (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Disaggregation Of Revenue [Line Items]
Revenue from contracts with customers	$ 12,615	$ 5,786	$ 32,917	$ 14,167
L D D
Disaggregation Of Revenue [Line Items]
Revenue from contracts with customers	5,688	3,661	15,941	8,463
LAL [Member]
Disaggregation Of Revenue [Line Items]
Revenue from contracts with customers	6,526	1,944	15,979	5,264
Service Warranty Service Contracts And Accessories
Disaggregation Of Revenue [Line Items]
Revenue from contracts with customers	$ 401	$ 181	$ 997	$ 440

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 280
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 280
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 4
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
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-Section S99
-Paragraph 1
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-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Common Stock Warrant Liability - Additional Information (Details) - $ / shares	Sep. 30, 2022	Dec. 31, 2021	Jul. 29, 2021
Class Of Warrant Or Right [Line Items]
Common stock par value per share	$ 0.001	$ 0.001	$ 0.001

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021	Jul. 29, 2021
Common stock par value (USD per share)	$ 0.001	$ 0.001	$ 0.001
Common stock, authorized (in shares)	900,000,000	900,000,000	900,000,000
Common stock issued (in shares)	27,719,132	27,366,746
Common stock outstanding (in shares)	27,719,132	27,366,746
Preferred stock par value per share	$ 0.001	$ 0.001
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred Shares Issued	0	0
Preferred stock, shares outstanding	0	0
Convertible Preferred Stock [Member]
Preferred stock par value per share			$ 0.001
Preferred stock, shares authorized			100,000,000
Preferred stock, shares outstanding	14,376,272

Inventories (Tables)

9 Months Ended

Sep. 30, 2022

Inventory Disclosure [Abstract]

Schedule of Inventories

Inventories consisted of the following (in thousands):


	September 30,			December 31,
	2022			2021
Finished goods	$	5,277		$	4,451
Raw materials		7,527			2,828
Work-in-process		2,946			868
		15,750			8,147
Less: reserve for excess and obsolete inventory		(414	)		(115	)
	$	15,336		$	8,032

Term Loan - Schedule of Cash Interest Paid and effective interest rate on term loan (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Debt Disclosure [Abstract]
Cash Interest Paid	10.77%	9.25%	9.87%	9.25%
Effective interest rate	12.66%	10.69%	11.63%	10.97%

Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Finished goods	$ 5,277	$ 4,451
Raw materials	7,527	2,828
Work-in-process	2,946	868
Inventory gross	15,750	8,147
Less: reserve for excess and obsolete inventory	(414)	(115)
Inventory net	$ 15,336	$ 8,032

Leases

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

Leases

Note 8 – Leases

The Company has operating and finance leases for facilities and certain equipment. Leases with an initial term of 12 months or less are not recorded on the condensed consolidated balance sheets. Lease expense for operating leases is recognized on a straight-line basis over the lease term. The Company does not combine lease and non-lease components in the recognition of lease expense.

As of September 30, 2022 the Company held four leases for office, manufacturing and warehouse facilities in Aliso Viejo, California. The four leases are for approximately 121,000 square feet in the aggregate and expire

between August 31, 2024 and January 31, 2026. For one of the facilities operating leases, the lessor provided $900,000 in tenant allowances.

On April 4, 2022, the Company entered into a thirty-four-month sublease agreement for a portion of the 5 Columbia Building, in Aliso Viejo, CA. The sublease commencement date was June 13, 2022 and will expire on March 31, 2025. The base rent receivable is $11,410 per month.

The following table presents the lease balances within the Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021 (in thousands):


		September 30,		December 31,
Leases	Classification	2022		2021

Assets
Operating	Operating leases right-of-use assets		4,331	$	4,284
Finance	Property and equipment, net		249	$	33
Total lease assets			4,580		4,317
Liabilities
Current
Operating	Lease liabilities		1,788		1,509
Finance	Lease liabilities		160		20
Noncurrent
Operating	Long-term lease liabilities		3,280		3,625
Finance	Long-term lease liabilities		74		17
Total lease liabilities		$	5,302	$	5,171

For the three and nine months ended September 30, 2022 and 2021, the components of operating and finance lease expenses were as follows (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,
Lease Cost	Classification	2022		2021		2022		2021

Operating lease cost	Cost of sales	$	4	$	3	$	10	$	10
	Research and development		83		64		242		222
	Selling, general and administrative		425		402		1,257		1,205

Finance lease cost	Research and development		30		—		76		—
	Selling, general and administrative		9		5		18		20

Finance lease cost	Interest expense		5		1		12		4

Maturities of the Company’s operating and finance lease liabilities as of September 30, 2022 were as follows (in thousands):


	Operating			Finance
Year Ended December 31,	Leases			Leases
2022 (remainder)	$	530		$	44
2023		2,059			164
2024		1,788			39
2025		1,002			6
2026		79			—
2027		—			—
Total lease payments		5,458			253
Less: imputed interest		(390	)		(19	)
Total lease liabilities	$	5,068		$	234

The weighted average remaining lease term and weighted average discount rate used to determine lease liabilities related to the Company’s operating and finance leases as of September 30, 2022 and December 31, 2021 were:


	September 30,			December 31,
Lease Term and Discount Rate	2022			2021
Weighted average remaining lease term (years)
Operating leases		2.64			3.30
Finance leases		1.51			1.72
Weighted average discount rate
Operating leases		10.3	%		10.5	%
Finance leases		9.5	%		10.5	%

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Operating Activities:
Net loss	$ (51,146)	$ (32,954)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	2,966	2,950
Amortization of right-of-use lease assets	95	19
Amortization of debt issuance costs and premium	408	361
Change in fair value of warrants	(0)	(2,717)
Gain on expiration of warrant	0	(5,018)
Amortization of discount on short-term investments	(622)	(19)
Stock-based compensation	8,435	4,658
Provision for excess and obsolete inventory	454	2,357
Change in operating assets and liabilities:
Accounts receivable	(4,159)	(1,492)
Inventories	(7,758)	(3,511)
Prepaid and other assets	1,613	(3,155)
Accounts payable	2,331	454
Accrued expenses and other liabilities	2,387	2,081
Net cash used in operating activities	(44,996)	(35,986)
Investing Activities:
Purchases of property and equipment	(2,031)	(1,575)
Maturities of short-term investments	210,000	55,000
Purchases of short-term investments	(178,424)	(99,986)
Net cash provided by (used in) investing activities	29,545	(46,561)
Financing Activities:
Proceeds from term loan	0	15,000
Payments of debt issuance costs	(144)	(124)
Proceeds from exercise of preferred stock warrants	0	790
Proceeds from initial public offering, net of underwriting discounts and commissions and offering costs	0	119,582
Payments for employee taxes related to stock compensation	(643)	0
Principal payments on finance lease liabilities	(82)	(21)
Payments of deferred offering costs	(295)	(242)
Change in notes receivables for redeemable common stock issued	0	575
Proceeds from exercise of stock options	1,189	1,378
Net cash (used in) provided by financing activities	25	136,938
Effect of foreign exchange rate on cash, cash equivalents and restricted cash	(23)	(7)
Net (decrease) increase in cash, cash equivalents and restricted cash	(15,449)	54,384
Cash, cash equivalents and restricted cash - beginning of period	25,172	14,455
Cash, cash equivalents and restricted cash - end of period	9,723	68,839
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	1,518	932
Cash paid for income taxes	3	19
Cash paid for interest on financing leases	12	4
Cash paid for interest on term loan	3,025	2,237
Right-of-use assets obtained in exchange for lease obligations:
Operating lease	1,090	103
Finance Lease	280	0
Lease obligations recorded for right-of-use assets:
Operating lease	1,090	103
Finance Lease	311	0
Acquisition of property and equipment included in accounts payable and accrued expenses and other current liabilities	151	138
Deferred offering costs included in accounts payable and accrued liabilities	350
Payment-in-kind interest income added to principal of notes receivable	0	28
Reclassification from warrant liability to additional paid-in capital for warrants exercised	0	1,111
Reclassification of 4,093,995 shares of redeemable common stock to 4,093,995 shares of common stock	0	87,702
Reclassification of redeemable common stock options to common stock options	0	47,370
Conversion of preferred stock to common stock upon initial public offering	0	357,202
Reclassification of deferred financing costs	$ 0	$ 3,156

Stock-Based Compensation Expense

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation Expense

Note 7 – Stock-Based Compensation Expense

The Company has three stock-based incentive compensation plans collectively referred to as the Equity Plans. The Company also has an employee stock purchase plan, the 2021 ESPP.

2006 Plan

The Company’s 2006 Stock Plan was originally adopted by the Board and approved by the Company’s stockholders in 2006. The Company’s 2006 Plan was terminated in 2015 in connection with the adoption of the Company’s 2015 Plan and as a result no new awards may be issued under the 2006 Plan. However, the 2006 Plan will continue to govern the terms and conditions of the outstanding awards previously granted under the 2006 Plan.

2015 Plan

The Company’s 2015 Plan was originally adopted by the Board and approved by the Company’s stockholders in 2015. The 2015 Plan was most recently amended in March 2021. In July 2021, upon completion of the IPO, the 2015 Plan terminated immediately prior to effectiveness of the 2021 Plan with respect to the grant of future awards. However, the 2015 Plan will continue to govern the terms and conditions of the outstanding awards previously granted under the 2015 Plan.

2021 Plan

On July 28, 2021, the Company’s 2021 Plan was adopted and approved by the Board and stockholders and became effective. The 2021 Plan provides for the grant of incentive stock options to employees and any subsidiary corporations’ employees, and for the grant of nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, or (“RSUs”), and performance awards to employees, directors, and consultants and subsidiary corporations’ employees and consultants. The number of shares of the Company’s common stock available for issuance under the 2021 Plan is equal to 2,420,135 shares of common stock plus any shares subject to awards granted under the 2015 Plan and the 2006 Plan that, after the effectiveness of the 2021 Plan, expire or otherwise terminate without having been exercised in full, are tendered to or withheld by the Company for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by the Company due to failure to vest, with the maximum number of shares to be added to the 2021 Plan from the 2015 Plan and 2006 Plan being equal to 4,569,530 shares of common stock.

The number of common shares reserved for issuance under the 2021 Plan will be increased automatically on the first day of each fiscal year beginning with the 2022 fiscal year and ending on the ten year anniversary of the date the Board approved the 2021 Plan, by a number equal to the least of: (i) 7,260,406 shares of the Company's common stock; (ii) 4% of the outstanding shares of common stock on the last day of the Company's immediately preceding fiscal year; or (iii) such lesser number of shares of the Company's common stock as the administrator may determine. The 2021 Plan is administered by the Board.

2021 ESPP

On July 28, 2021, the Board and stockholders adopted and approved the Company’s 2021 ESPP. There are 711,643 shares of the Company’s common stock available for issuance under the 2021 ESPP as of September 30, 2022.

The 2021 ESPP provides eligible employees of the Company and its subsidiaries with the opportunity to purchase shares of the Company’s common stock at a purchase price equal to 85% of the common stock’s fair market value on the first trading day or last trading day of each purchase period, whichever is lower. The 2021 ESPP provides for two six-month purchase periods every twelve months: May 1 through October 31 and November 1 through April 30. The initial purchase period began on November 1, 2021.

The number of common shares reserved for issuance under the 2021 ESPP are increased automatically on the first day of each fiscal year beginning with the Company's 2022 fiscal year, by a number equal to the least of: (i) 1,452,081 shares; (ii) 1% of the outstanding shares of common stock on the last day of the Company's immediately preceding fiscal year; or (iii) such other amount as the administrator may determine. The 2021 ESPP is administered by the Board.

Registration of shares pursuant to evergreen increases

On March 8, 2022, the Company filed a Form S-8 registration statement under the Securities Act to register the offer and sale of 1,094,670 shares of common stock under the 2021 Plan and 273,667 shares of common stock reserved for future issuance under the 2021 ESPP.

Stock Plan Activities

A summary of stock option activities for the nine months ended September 30, 2022 is as follows:


	Number of Options			Weighted Average Exercise Price		Weighted Avg Remaining Contractual Life (Years)
Options outstanding as of December 31, 2021		5,754,005		$	11.64		5.20
Granted		845,089			12.69
Exercised		(176,091	)		4.14
Forfeited		(149,531	)		14.04
Expired		(112,119	)		17.08
Options outstanding as of September 30, 2022		6,161,353			11.84		6.61
Exercisable as of September 30, 2022		3,712,145		$	10.33		5.14

A summary of non-vested restricted stock unit activities for the nine months ended September 30, 2022 is as follows:


				Weighted
				Average
	Number of			Grant Date
	Shares			Fair Value

Unvested at December 31, 2021		640,479		$	15.46
Granted		80,427			13.37
Vested		(179,700	)		15.57
Forfeited		(46,420	)		15.38
Unvested at September 30, 2022		494,786		$	15.08

As of September 30, 2022 and December 31, 2021 the intrinsic value of options vested was $14.8 million and $14.7 million, respectively, and of all options outstanding was $15.0 million and $14.7 million, respectively. During the nine months ended September 30, 2022 and 2021, the total cash received from the exercise of stock options was $0.7 million and $1.2 million, respectively. The total fair value less strike price of these options was $1.6 million and $3.1 million, respectively.

Stock-based compensation expense was classified in the accompanying condensed consolidated statements of operations and comprehensive income (loss) as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Research and development	$	737	$	623	$	2,303	$	1,760
Selling, general and administrative		1,931		1,168		5,451		2,317
Cost of goods sold		214		222		681		581
	$	2,882	$	2,013	$	8,435	$	4,658

As of September 30, 2022 and December 31, 2021, there were 2,449,208 and 2,437,649 unvested options, respectively. Total unrecognized expense related to unvested stock options was approximately $19.1 million and $20.1 million as of September 30, 2022 and December 31, 2021, respectively. Amounts are expected to be recognized over a weighted average period of approximately 2.7 and 3.0 years, respectively.

As of September 30, 2022, there was $6.9 million of total unrecognized compensation costs adjusted for any forfeitures, related to non-vested restricted stock units granted under the 2021 Plan. The unrecognized compensation cost is expected to be recognized over a weighted average period of 2.6 years.

The following table presents the range and weighted-average assumptions, used in the Black-Scholes option pricing model to determine the fair value of stock options:


	Nine Months Ended September 30,
	2022		2021
	Range	Weighted Average	Range	Weighted Average
Expected volatility	62.4% to 63.8%	62.8%	62.3% to 63.7%	63.3%
Risk-free interest rate	2.0% to 3.0%	2.3%	0.6% to 1.6%	1.0%
Expected life (in years)	6.0 to 10.0 years	6.0 years	5.5 to 10.0 years	6.0 years
Expected dividend yield	0.0%	0.0%	0.0%	0.0%
Grant date fair value	$10.74 to $15.52	$12.63	$12.54 to $19.94	$15.51

Common Stock

Each share of common stock is entitled to one vote. Common stock reserved for future issuance under the Equity Plans and 2021 ESPP consisted of the following:


	September 30, 2022		December 31, 2021
Stock options issued and outstanding under the Equity Plans		6,161,353		5,754,005
Restricted stock units		494,786		640,479
Employee stock purchase plan		711,643		484,027
Total shares of common stock reserved		7,367,782		6,878,511

On January 3, 2022, the Board approved the issuance of 19,196 restricted stock units to a non-employee director. The award will vest over three years of service.

On June 2, 2022, the Company issued automatic annual awards of 61,231 restricted stock units to seven non-employee directors related to their continued service on the Board. The awards will vest over one year of service.

Summary of Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Unrealized gain (Loss) on short term investments			$ 104,000		$ 9,000
Accounts receivable, percentage			10.00%		10.00%
Allowance for doubtful accounts			$ 0		$ 0
Deferred revenue	$ 1,041,000		$ 1,041,000		$ 540,000
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| No Customer [Member]
Concentration Risk, Percentage	10.00%		10.00%
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| One Customer [Member]
Concentration Risk, Percentage		11.00%		10.00%

Short-Term Investment - Schedule of Short-term Investment Available For Sale (Details) - US Treasury Securities [Member] - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Short Term Debt [Line Items]
Amortized Cost	$ 104,027	$ 134,980
Unrealized Loss, Net	(104)	(9)
Estimated Fair Value	$ 103,923	$ 134,971

Stock-Based Compensation Expense - Common stock reserved for future issuance (Details) - shares	Sep. 30, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares of common stock reserved	7,367,782	6,878,511
Restricted Stock Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares of common stock reserved	494,786	640,479
Stock options issued and outstanding under the 2006, 2015 and 2021 plans
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares of common stock reserved	6,161,353	5,754,005
Employee Stock Purchase Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares of common stock reserved	711,643	484,027

Leases - Summary of Lease Balances Sheet Information (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Assets
Operating leases right-of-use assets	$ 4,331	$ 4,284
Assets Finance	$ 249	$ 33
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property and equipment, net	Property and equipment, net
Total lease assets	$ 4,580	$ 4,317
Current liabilities:
Liabilities Current Operating	$ 1,788	$ 1,509
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Lease liabilities	Lease liabilities
Liabilities Current Finance	$ 160	$ 20
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Lease liabilities	Lease liabilities
Noncurrent
Liabilities Noncurrent Operating	$ 3,280	$ 3,625
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Long-term lease liabilities	Long-term lease liabilities
Liabilities Noncurrent Finance	$ 74	$ 17
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Long-term lease liabilities	Long-term lease liabilities
Total lease liabilities	$ 5,302	$ 5,171

Leases - Schedule of Components of Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Lessee Lease Description [Line Items]
Finance lease cost	$ 5	$ 1	$ 12	$ 4
Cost of Goods Sold
Lessee Lease Description [Line Items]
Operating lease cost	4	3	10	10
Research and Development
Lessee Lease Description [Line Items]
Operating lease cost	83	64	242	222
Finance lease cost	30	0	76	0
Selling, General and Administrative
Lessee Lease Description [Line Items]
Operating lease cost	425	402	1,257	1,205
Finance lease cost	$ 9	$ 5	$ 18	$ 20

Fair Value Measurements (Additional Information) (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2022	Jul. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Fair Value of unexercised warrants	$ 5.0
Convertible preferred stock, shares converted		14,725,309
Series H Preferred Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Convertible preferred stock, shares converted			100,261
Warrants To Purchase Convertible Preferred Stock			225,945
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Convertible preferred stock, shares converted			14,376,272

Stock-Based Compensation Expense - Summary of Stock Option Activities (Details) - The Calhoun Vision, Inc. 2015 Equity Incentive Plan and the Calhoun Vision, Inc. 2006 Stock Plan [Member] - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Options, Beginning balance	5,754,005
Number of Options, Granted	845,089
Number of Options, Exercised	(176,091)
Number of Options, Forfeited	(149,531)
Number of Options, Expired	(112,119)
Number of Options, Ending balance	6,161,353	5,754,005
Number of Options, Exercisable	3,712,145
Weighted-Average Exercise Price, Beginning balance	$ 11.64
Weighted-Average Exercise Price, Options Granted	12.69
Weighted-Average Exercise Price, Options Exercised	4.14
Weighted-Average Exercise Price, Options Forfeited	14.04
Weighted-Average Exercise Price, Expired	17.08
Weighted-Average Exercise Price, Ending balance	11.84	$ 11.64
Weighted-Average Exercise Price, Exercisable	$ 10.33
Weighted-Average Remaining Contractual Term (Years), Options outstanding	6 years 7 months 9 days	5 years 2 months 12 days
Weighted-Average Remaining Contractual Term (Years), Exercisable	5 years 1 month 20 days

Convertible Preferred Stock and Stockholders' Deficit - Summary of Preferred Stock (Details) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Temporary Equity [Line Items]
Par Value	$ 0.001	$ 0.001
Shares Authorized	100,000,000	100,000,000
Preferred Shares Issued	0	0
Shares Outstanding	0	0

Leases (Tables)

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

Schedule of Lease Balance Sheet Information

The following table presents the lease balances within the Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021 (in thousands):


		September 30,		December 31,
Leases	Classification	2022		2021

Assets
Operating	Operating leases right-of-use assets		4,331	$	4,284
Finance	Property and equipment, net		249	$	33
Total lease assets			4,580		4,317
Liabilities
Current
Operating	Lease liabilities		1,788		1,509
Finance	Lease liabilities		160		20
Noncurrent
Operating	Long-term lease liabilities		3,280		3,625
Finance	Long-term lease liabilities		74		17
Total lease liabilities		$	5,302	$	5,171

Schedule of Component of Lease Expense

For the three and nine months ended September 30, 2022 and 2021, the components of operating and finance lease expenses were as follows (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,
Lease Cost	Classification	2022		2021		2022		2021

Operating lease cost	Cost of sales	$	4	$	3	$	10	$	10
	Research and development		83		64		242		222
	Selling, general and administrative		425		402		1,257		1,205

Finance lease cost	Research and development		30		—		76		—
	Selling, general and administrative		9		5		18		20

Finance lease cost	Interest expense		5		1		12		4

Schedule of Maturities of Lease Liabilities

Maturities of the Company’s operating and finance lease liabilities as of September 30, 2022 were as follows (in thousands):


	Operating			Finance
Year Ended December 31,	Leases			Leases
2022 (remainder)	$	530		$	44
2023		2,059			164
2024		1,788			39
2025		1,002			6
2026		79			—
2027		—			—
Total lease payments		5,458			253
Less: imputed interest		(390	)		(19	)
Total lease liabilities	$	5,068		$	234

Summary of Weighted Average Remaining Lease Term and Discount Rate


	September 30,			December 31,
Lease Term and Discount Rate	2022			2021
Weighted average remaining lease term (years)
Operating leases		2.64			3.30
Finance leases		1.51			1.72
Weighted average discount rate
Operating leases		10.3	%		10.5	%
Finance leases		9.5	%		10.5	%

Summary of Accounting Policies - Schedule of Deferred Revenue Activity (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Deferred Revenue [Abstract]
Balance at beginning of period	$ 540	$ 345
Additions during the period	1,417	506
Recognized during the period	(916)	(402)
Balance at end of period	$ 1,041	$ 449

Short-Term Investment (Tables)

9 Months Ended

Sep. 30, 2022

Short-Term Investments [Abstract]

Schedule of Short-term Investments Available For Sale

Short-term investments consist of U.S. Treasury bills and are available-for-sale. The following tables show the Company's short-term investments as of September 30, 2022 and December 31, 2021 (in thousands):


	As of September 30, 2022
	Amortized Cost		Unrealized Loss, Net			Estimated Fair Value
U.S. Treasury securities	$	104,027	$	(104	)	$	103,923


	As of December 31, 2021
	Amortized Cost		Unrealized Loss, Net			Estimated Fair Value
U.S. Treasury securities	$	134,980	$	(9	)	$	134,971

Inventories

9 Months Ended

Sep. 30, 2022

Inventory Disclosure [Abstract]

Inventories

Note 4 – Inventories

Inventories consisted of the following (in thousands):


	September 30,			December 31,
	2022			2021
Finished goods	$	5,277		$	4,451
Raw materials		7,527			2,828
Work-in-process		2,946			868
		15,750			8,147
Less: reserve for excess and obsolete inventory		(414	)		(115	)
	$	15,336		$	8,032

At September 30, 2022 and December 31, 2021, finished goods included $2.6 million and $1.8 million of inventory held on consignment at customer sites, respectively.

Inventories - Additional Information (Details) - USD ($) $ in Millions	Sep. 30, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Inventory held on consignment	$ 2.6	$ 1.8

Stock-Based Compensation Expense (Tables)

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Summary of Stock Option Activities

A summary of stock option activities for the nine months ended September 30, 2022 is as follows:


	Number of Options			Weighted Average Exercise Price		Weighted Avg Remaining Contractual Life (Years)
Options outstanding as of December 31, 2021		5,754,005		$	11.64		5.20
Granted		845,089			12.69
Exercised		(176,091	)		4.14
Forfeited		(149,531	)		14.04
Expired		(112,119	)		17.08
Options outstanding as of September 30, 2022		6,161,353			11.84		6.61
Exercisable as of September 30, 2022		3,712,145		$	10.33		5.14

Summary of Non-Vested Restricted stock unit Activities

A summary of non-vested restricted stock unit activities for the nine months ended September 30, 2022 is as follows:


				Weighted
				Average
	Number of			Grant Date
	Shares			Fair Value

Unvested at December 31, 2021		640,479		$	15.46
Granted		80,427			13.37
Vested		(179,700	)		15.57
Forfeited		(46,420	)		15.38
Unvested at September 30, 2022		494,786		$	15.08

Schedule of Stock-Based Compensation Expense

Stock-based compensation expense was classified in the accompanying condensed consolidated statements of operations and comprehensive income (loss) as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Research and development	$	737	$	623	$	2,303	$	1,760
Selling, general and administrative		1,931		1,168		5,451		2,317
Cost of goods sold		214		222		681		581
	$	2,882	$	2,013	$	8,435	$	4,658

Schedule of Range and Weighted-average Assumptions Used in Black-Scholes Option Pricing Model to Determine the Fair Value of Stock Options

The following table presents the range and weighted-average assumptions, used in the Black-Scholes option pricing model to determine the fair value of stock options:


	Nine Months Ended September 30,
	2022		2021
	Range	Weighted Average	Range	Weighted Average
Expected volatility	62.4% to 63.8%	62.8%	62.3% to 63.7%	63.3%
Risk-free interest rate	2.0% to 3.0%	2.3%	0.6% to 1.6%	1.0%
Expected life (in years)	6.0 to 10.0 years	6.0 years	5.5 to 10.0 years	6.0 years
Expected dividend yield	0.0%	0.0%	0.0%	0.0%
Grant date fair value	$10.74 to $15.52	$12.63	$12.54 to $19.94	$15.51

Schedule of Common stock reserved for future issuance

Each share of common stock is entitled to one vote. Common stock reserved for future issuance under the Equity Plans and 2021 ESPP consisted of the following:


	September 30, 2022		December 31, 2021
Stock options issued and outstanding under the Equity Plans		6,161,353		5,754,005
Restricted stock units		494,786		640,479
Employee stock purchase plan		711,643		484,027
Total shares of common stock reserved		7,367,782		6,878,511

Organization and Basis of Presentation - Additional Information (Details) $ / shares in Units, $ in Millions			3 Months Ended		9 Months Ended
	Jul. 29, 2021 USD ($) $ / shares shares	Jul. 22, 2021	Sep. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) Subsidiary $ / shares shares	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) $ / shares shares	Jul. 31, 2021 shares
Subsequent Event [Line Items]
Number of wholly owned subsidiaries \| Subsidiary					1
Preferred stock, shares outstanding			0		0		0
Aggregate shares of common stock			14,725,309		14,725,309
Reverse stock split		1-for-10.33
Cash, cash equivalents, and short-term investments \| $			$ 112.8		$ 112.8		$ 159.3
Losses from operations \| $			$ 16.0	$ 13.1	$ 48.3	$ 38.1
Common stock, shares authorized	900,000,000		900,000,000		900,000,000		900,000,000
Common stock par value per share \| $ / shares	$ 0.001		$ 0.001		$ 0.001		$ 0.001
Preferred stock, shares authorized			100,000,000		100,000,000		100,000,000
Preferred stock par value per share \| $ / shares			$ 0.001		$ 0.001		$ 0.001
Convertible Preferred Stock
Subsequent Event [Line Items]
Preferred stock, shares outstanding			14,376,272		14,376,272
Preferred stock, shares authorized	100,000,000
Preferred stock par value per share \| $ / shares	$ 0.001
Series H Convertible Preferred Stock
Subsequent Event [Line Items]
Aggregate shares of common stock								100,261
Warrants exercised			225,945		225,945
Number of converted shares of common stock			100,261		100,261
IPO [Member]
Subsequent Event [Line Items]
Sale of shares	8,248,549
Sale of stock, date	Jul. 29, 2021
Common stock par or stated value per share \| $ / shares	$ 16.00
Additional common shares sold	898,549
Aggregate net proceeds from offering \| $	$ 119.6
Aggregate shares of common stock								14,376,272
Common stock sale underwriting discounts and commission deducted \| $	9.2
Common Stock Offering Costs \| $	$ 3.2

Commitments and Contingencies - Additional Information (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Loss Contingencies [Line Items]
Legal proceedings, regulatory matters, legal costs	$ 0	$ 0
Letter of Credit [Member]
Loss Contingencies [Line Items]
Aggregate amount of the letter of credit	$ 260,000	$ 310,000

- Definition

The carrying value as of the balance sheet date of the current portion of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

Leases - Summary of Weighted Average Remaining Lease Term and Discount Rate (Details)	Sep. 30, 2022	Dec. 31, 2021
Weigted average remaining lease term (years)
Weighted average remaining lease term - operating leases	2 years 7 months 20 days	3 years 3 months 18 days
Weighted average remaining lease term - finance leases	1 year 6 months 3 days	1 year 8 months 19 days
Weighted average discount rate
Weighted average discount rate - operating leases (as a percent)	10.30%	10.50%
Weighted average discount rate - finance leases (as a percent)	9.50%	10.50%

Term Loan (Tables)

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Future Principal Payments Due Under the Term Loan

As of September 30, 2022 future principal payments due under the Amended Term Loan were as follows (in thousands):


Year Ended December 31,
2022 (remainder)	$	—
2023		—
2024		—
2025		16,364
2026		21,818
2027		1,818
Total		40,000
Plus: exit fee and unamortized issuance costs		25
Term loan, net	$	40,025

Schedule of Cash Interest Paid and Effective Interest Rate On Term Loan

For the three and nine months ended September 30, 2022 and 2021 the cash interest paid and effective interest rate on the Amended Term Loan and Term Loan were as follows:


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2022			2021			2022			2021
Cash interest paid		10.77	%		9.25	%		9.87	%		9.25	%
Effective interest rate		12.66	%		10.69	%		11.63	%		10.97	%

Summary of Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Schedule of Dilutive Securities Excluded from Computation of Loss Per Share

The following outstanding potentially dilutive securities were excluded from the calculation of diluted net loss per share attributable to common stockholders because their impact under the “treasury stock method” and “if-converted method” was anti-dilutive for the periods presented:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Stock options issued and outstanding under the Calhoun Vision, Inc. 2006 Stock Plan, Calhoun Vision, Inc. 2015 Equity Incentive Plan and the 2021 Equity Incentive Plan		1,894,845		5,046,965		1,947,260		4,565,932
Restricted stock units		546,908		232,805		567,203		78,455
Stock issuable in offering period under the 2021 Employee Stock Purchase Plan		50,250		—		48,448		—

Schedule of Revenue from Contracts with Customers

For the three and nine months ended September 30, 2022 and 2021, revenue from contracts with customers consisted of the following (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021

LDD (including training)	$	5,688	$	3,661	$	15,941	$	8,463
LAL		6,526		1,944		15,979		5,264
Service warranty, service contracts, and accessories		401		181		997		440
	$	12,615	$	5,786	$	32,917	$	14,167

Schedule of Deferred Revenue Activity

The following table represents the contract liabilities from sales activity for the nine months ended September 30, 2022 and 2021, respectively (in thousands):


	Nine Months Ended September 30,
	2022			2021

Balance at beginning of period	$	540		$	345
Additions during the period		1,417			506
Revenue recognized during the period		(916	)		(402	)
Balance at end of period	$	1,041		$	449

Leases - Additional Information (Details)		9 Months Ended
Leases - Additional Information (Details)	Apr. 04, 2022 USD ($)	Sep. 30, 2022 USD ($) ft² Item
Lessee Lease Description [Line Items]
Lease expiration date	Mar. 31, 2025
Sublease agreement	34 months
Lease Rent Payable	$ 11,410
California [Member]
Lessee Lease Description [Line Items]
Operating leases,tenant allowance		$ 900,000
California [Member] \| Maximum [Member]
Lessee Lease Description [Line Items]
Lease expiration date		Jan. 31, 2026
Office, Manufacturing and Warehouse Facility [Member] \| California [Member]
Lessee Lease Description [Line Items]
Number of leases \| Item		4
Area of leased space \| ft²		121,000
Lease expiration date		Aug. 31, 2024

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 8,912	$ 24,361
Short-term investments	103,923	134,971
Accounts receivable	9,020	4,862
Inventories	15,336	8,032
Prepaid and other current assets	1,971	4,069
Total current assets	139,162	176,295
Property and equipment, net	10,620	11,217
Operating leases right-of-use assets	4,331	4,284
Restricted cash	811	811
Other assets	782	114
Total assets	155,706	192,721
Current liabilities:
Accounts payable	4,172	1,689
Accrued expenses and other current liabilities	10,248	7,859
Lease liabilities	1,948	1,529
Total current liabilities	16,368	11,077
Long-term lease liabilities	3,354	3,642
Term loan, net	40,025	39,760
Total liabilities	59,747	54,479
Commitments and contingencies (Note 10)
Stockholders' deficit:
Common stock, $0.001 par value, 900,000,000 shares authorized, 27,719,132 shares issued and outstanding as of September 30, 2022 and 27,366,746 shares issued and outstanding as of December 31, 2021	28	27
Preferred stock, $0.001 par value, 100,000,000 shares authorized, no shares issued and outstanding	0	0
Additional paid-in capital	626,491	617,511
Accumulated other comprehensive loss	(138)	(20)
Accumulated deficit	(530,422)	(479,276)
Total stockholders' deficit	95,959	138,242
Total liabilities and stockholders' equity	$ 155,706	$ 192,721

Term Loan

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Term Loan

Note 6 – Term Loan

In October 2020, the Company entered into a loan facility (“Term Loan”) with an initial draw of $25.0 million. Proceeds were used to help fund the Company’s ongoing operations. As part of the Term Loan, Oxford Finance LLC, (“Oxford Finance”) committed to providing further loans of up to $35.0 million to the Company at its election (or for one specific draw, upon the occurrence of a revenue milestone) during various draw periods in the future, provided the Company is not in default at the time of the additional loan draws. In March 2021, the Company drew an additional $5.0 million from the facility for the purpose of funding ongoing operations. In June 2021, the Company drew an additional $10.0 million from the facility for the purpose of funding ongoing operations.

On May 3, 2022, the Company entered into a Second Amendment (“Second Amendment”) to the Term Loan (as amended through the Second Amendment, the (“Amended Term Loan”)). The Amended Term Loan increased the loan and security agreement to $60.0 million, of which $40.0 million was fully funded as of May 3, 2022 from the original term loan. Under the Amended Term Loan, the Company may borrow an additional amount of up to

$10.0 million through June 30, 2023, upon satisfaction of the applicable drawdown conditions and achieves sufficient trailing twelve-month sales as provided in the agreement for the measurement period ending March 31, 2023. Subject to the terms and conditions of the Amended Term Loan, the Company may also borrow an additional amount of up to $10.0 million through September 30, 2023, upon satisfaction of the applicable drawdown conditions and achieves sufficient trailing twelve-month sales as provided in the agreement for the measurement period ending June 30, 2023. The Amended Term Loan bears interest at a rate per annum equal to the greater of (i) 9.25% or (ii) 1-Month Term Secured Overnight Financing Rate (“SOFR”) (or, if greater, 0.16%) plus an applicable margin of 9.09%. If there is an event of default under the Amended Term Loan additional interest of 5% applies. The Amended Term Loan extends the maturity date of the loan and security agreement, which was due to expire on October 1, 2025, to February 1, 2027. The Company refers to its $60.0 million Amended Term Loan as its credit facility. The Amended Term Loan was recorded as a debt modification.

The Amended Term Loan is secured by substantially all of the Company's personal property other than its intellectual property, but includes any accounts receivable, other amounts owed and any proceeds of intellectual property. The Company also entered into a negative pledge arrangement with the collateral agent and lenders where the Company agreed not to encumber any of its intellectual property. The Amended Term Loan also includes certain customary representations and warranties, affirmative and negative covenants, and events of default, including a financial performance-to-plan covenant that requires the Company to achieve certain minimum net sales, measured on a trailing twelve-month basis.

The Amended Term Loan requires 35 months of interest-only payments, followed by 22-months of principal and accrued interest payments. If the Company is in compliance with its performance-to-plan covenant through April 1, 2025 and has not provided an IP lien election notice before May 1, 2025, the interest-only period is extended by 12 months, and the amortization period is reduced to ten months. Payments are due on the first day of each month in arrears. All unpaid amounts under the Amended Term Loan mature on February 1, 2027. The Company may elect to prepay the loans under the credit facility at any time in full or in part; however, the Company may only elect to prepay the loans in part once, in an amount not less than $5.0 million. Any amounts prepaid may not be subsequently reborrowed. Under the Amended Term Loan, a final payment (“Final Payment”) will be due at the earlier of the maturity date, acceleration of the loans, or a voluntary or mandatory prepayment of the loans, in an amount equal to (a) if the Final Payment is due on or after January 1, 2022 through and including October 31, 2022, three percent (3.00%) of the original principal amount of the loans (or, in the case of a partial prepayment, the amount of principal to be prepaid), (b) if the Final Payment is due on or after November 1, 2022 through and including October 31, 2023, four percent (4.00%) of the original principal amount of the loans (or, in the case of a partial prepayment, the amount of principal to be prepaid) and (c) if the Final Payment is due on or after November 1, 2023, five percent (5.00%) of the original principal amount of the loans (or, in the case of a partial prepayment, the amount of principal to be prepaid). The Final Payment is being accreted to the carrying value of the debt as a debt premium and interest expense over the life of the loan using the effective interest method.

The Company paid $0.1 million in loan amendment fees and other closing costs that are directly attributable to execution of the Amended Term Loan transaction. These issuance costs are recorded as a discount to the carrying amount of the debt and are being amortized, along with the unaccreted portion of the Final Payment and unamortized debt issuance costs from the original Term Loan, to interest expense over the expected term of the debt using the effective interest method. The loans may be accelerated by Oxford Finance in the event of default.

As of September 30, 2022 and December 31, 2021, the Company was in compliance with all Amended Term Loan and Term Loan covenants, respectively.

For the three and nine months ended September 30, 2022 and 2021 the cash interest paid and effective interest rate on the Amended Term Loan and Term Loan were as follows:


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2022			2021			2022			2021
Cash interest paid		10.77	%		9.25	%		9.87	%		9.25	%
Effective interest rate		12.66	%		10.69	%		11.63	%		10.97	%

As of September 30, 2022 future principal payments due under the Amended Term Loan were as follows (in thousands):


Year Ended December 31,
2022 (remainder)	$	—
2023		—
2024		—
2025		16,364
2026		21,818
2027		1,818
Total		40,000
Plus: exit fee and unamortized issuance costs		25
Term loan, net	$	40,025

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1I
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Subparagraph (b)
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Schedule of assets and liabilities measured at fair value on recurring basis and the fair value hierarchy of the valuation techniques

The table and disclosures below (in thousands) present the Company’s assets and liabilities measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value.


	As of September 30, 2022
	Level I		Level II		Total
Assets:
Money market securities	$	4,026	$	—	$	4,026
U.S. Treasury securities		—		103,923		103,923
Total assets at fair value	$	4,026	$	103,923	$	107,949


	As of December 31, 2021
	Level I		Level II		Total
Assets:
Money market securities	$	21,390	$	—	$	21,390
U.S. Treasury securities		—		134,971		134,971
Total assets at fair value	$	21,390	$	134,971	$	156,361

Schedule of estimated fair value for the warrant liabilities measured using significant unobservable inputs

The following table sets forth changes in the estimated fair values for the Company’s warrant liabilities measured using significant unobservable inputs (in thousands):


	Nine Months Ended		Nine Months Ended
	September 30, 2022		September 30, 2021
Beginning of period	$	—	$	8,846
Exercise of preferred stock warrants		—		(1,111	)
Expiration of common stock warrant		—		(5,018	)
Change in fair value of preferred stock warrants		—		(2,717	)
End of period	$	—	$	—

Leases - Schedule of Maturities of Lease Liabilites (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Operating Leases
2022 (remainder)	$ 530
2023	2,059
2024	1,788
2025	1,002
2026	79
2027	0
Total lease payments	5,458
Less: imputed interest	(390)
Total lease liabilities	5,068
Finance Leases
2022 (remainder)	44
2023	164
2024	39
2025	6
2026	0
2027	0
Total lease payments	253
Less: imputed interest	(19)
Total lease liabilities	$ 234

Summary of Accounting Policies - Schedule of Dilutive Securities Excluded from Computation of Income (Loss) Per Share (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Stock Options Issued And Outstanding Under Plans
Earnings Per Share [Line Items]
Anti-dilutive securities	1,894,845	5,046,965	1,947,260	4,565,932
Restricted Stock Units [Member]
Earnings Per Share [Line Items]
Anti-dilutive securities	546,908	232,805	567,203	78,455
Employee Stock Purchase Plan
Earnings Per Share [Line Items]
Anti-dilutive securities	50,250	0	48,448	0

Fair Value Measurements -Schedule of estimated fair value for the warrant liabilities measured using significant unobservable inputs (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Beginning balance	$ 0	$ 8,846
Exercise of preferred stock warrants	0	(1,111)
Expiration of common stock warrants	0	(5,018)
Change in fair value of preferred stock warrants	0	(2,717)
Ending balance	$ 0	$ 0

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2022	Oct. 31, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Entity Registrant Name	RxSIGHT, INC.
Entity Central Index Key	0001111485
Entity Tax Identification Number	94-3268801
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity File Number	001-40690
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Small Business	true
Entity Interactive Data Current	Yes
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	100 Columbia
Entity Address, City or Town	Aliso Viejo
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92656
City Area Code	949
Local Phone Number	521-7830
Trading Symbol	RXST
Title of 12(b) Security	Common Stock, par value $0.001 per share
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		27,721,632
Document Quarterly Report	true
Document Transition Report	false

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Sales	$ 12,615	$ 5,786	$ 32,917	$ 14,167
Cost of sales	7,259	4,445	19,011	12,519
Gross profit	5,356	1,341	13,906	1,648
Operating expenses:
Selling, general and administrative	14,926	9,076	42,934	21,189
Research and development	6,388	5,377	19,300	18,583
Total operating expenses	21,314	14,453	62,234	39,772
Loss from operations	(15,958)	(13,112)	(48,328)	(38,124)
Other income (expense), net:
Change in fair value of warrants	0	1,503	0	2,717
Expiration of warrant	0	0	0	5,018
Interest expense	(1,299)	(1,079)	(3,495)	(2,603)
Interest and other income	439	11	681	44
Loss before income taxes	(16,818)	(12,677)	(51,142)	(32,948)
Income tax (benefit) expense	0	(4)	4	6
Net loss	(16,818)	(12,673)	(51,146)	(32,954)
Other comprehensive loss
Unrealized gain (loss) on short-term investments	55	(5)	(95)	(2)
Foreign currency translation loss	(10)	(3)	(23)	(6)
Total other comprehensive income (loss)	45	(8)	(118)	(8)
Comprehensive loss	$ (16,773)	$ (12,681)	$ (51,264)	$ (32,962)
Net loss per share:
Attributable to common stock, basic	$ (0.61)	$ (0.68)	$ (1.86)	$ (3.66)
Attributable to common stock, diluted	$ (0.61)	$ (0.68)	$ (1.86)	$ (3.66)
Weighted-average shares used in computing net loss per share:
Attributable to common stock, basic	27,665,842	18,732,459	27,551,333	8,998,895
Attributable to common stock, diluted	27,665,842	18,732,459	27,551,333	8,998,895

Term Loan - Additional Information (Details) - USD ($) $ in Millions					9 Months Ended	10 Months Ended	12 Months Ended
	Nov. 01, 2023	Sep. 30, 2023	Jun. 30, 2023	May 03, 2022	Sep. 30, 2022	Oct. 31, 2022	Oct. 31, 2023	Jun. 30, 2021	Mar. 31, 2021	Oct. 31, 2020
Debt Instrument [Line Items]
Term Loan Description					The Amended Term Loan requires 35 months of interest-only payments, followed by 22-months of principal and accrued interest payments. If the Company is in compliance with its performance-to-plan covenant through April 1, 2025 and has not provided an IP lien election notice before May 1, 2025, the interest-only period is extended by 12 months, and the amortization period is reduced to ten months. Payments are due on the first day of each month in arrears. All unpaid amounts under the Amended Term Loan mature on February 1, 2027.
Loan, Description					Under the Amended Term Loan, a final payment (“Final Payment”) will be due at the earlier of the maturity date, acceleration of the loans, or a voluntary or mandatory prepayment of the loans, in an amount equal to (a) if the Final Payment is due on or after January 1, 2022 through and including October 31, 2022, three percent (3.00%) of the original principal amount of the loans (or, in the case of a partial prepayment, the amount of principal to be prepaid), (b) if the Final Payment is due on or after November 1, 2022 through and including October 31, 2023, four percent (4.00%) of the original principal amount of the loans (or, in the case of a partial prepayment, the amount of principal to be prepaid) and (c) if the Final Payment is due on or after November 1, 2023, five percent (5.00%) of the original principal amount of the loans (or, in the case of a partial prepayment, the amount of principal to be prepaid). The Final Payment is being accreted to the carrying value of the debt as a debt premium and interest expense over the life of the loan using the effective interest method.
Interest rate on borrowings term loan	(5.00%)					(3.00%)	(4.00%)
Loan Amendment Fees And Other Closing Costs					$ 0.1
Minimum [Member]
Debt Instrument [Line Items]
Payment of Loan, Partly					$ 5.0
Term loan [Member]
Debt Instrument [Line Items]
Debt instrument face amount										$ 25.0
Term loan additional borrowing								$ 10.0	$ 5.0
Term loan [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Debt instrument face amount										$ 35.0
Amended Term Loan [Member]
Debt Instrument [Line Items]
Debt instrument face amount				$ 60.0
Interest rate on borrowings term loan				9.25%
Proceeds from Loan Originations		$ 10.0	$ 10.0	$ 40.0
Loan, Description of Variable Rates				The Amended Term Loan bears interest at a rate per annum equal to the greater of (i) 9.25% or (ii) 1-Month Term Secured Overnight Financing Rate (“SOFR”) (or, if greater, 0.16%) plus an applicable margin of 9.09%. If there is an event of default under the Amended Term Loan additional interest of 5% applies.

Summary of Accounting Policies

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Summary of Accounting Policies

Note 2 - Summary of Accounting Policies

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make informed estimates, judgments and assumptions that affect the reported amounts in the condensed consolidated financial statements and disclosures in the accompanying notes as of the date of the accompanying condensed consolidated financial statements. On an on-going basis, management evaluates the most critical estimates and assumptions for continued reasonableness. Actual results may differ materially from the estimates used in the preparation of the accompanying condensed consolidated financial statements under different assumptions or conditions.

Significant Accounting Policies

There have been no significant changes to the accounting policies during the nine months ended September 30, 2022, as compared to the significant accounting policies described in Note 2 of the “Notes to Consolidated Financial Statements” in the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K filed with the SEC on March 8, 2022.

Cash Equivalents

Cash equivalents consist of investments in money market accounts. The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase that can be liquidated without prior notice or penalty to be cash equivalents.

Short-term Investments

Short-term investments are classified based on the maturity date of the related securities. Based on the nature of the assets, the Company’s short-term investments, which are government securities, are classified as available-for-sale and are recorded at their estimated fair value as determined by prices for identical or similar securities at the balance sheet date. The Company’s short-term investments consist of Level 2 financial instruments in the fair value hierarchy. Unrealized gains and losses are recorded as a component of Other Comprehensive Loss within Stockholders’ Equity on the condensed consolidated balance sheets. Realized gains and losses are included as other income (expense) in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss. The cost basis for realized gains and losses on available-for-sale securities is determined on a specific identification basis. Management determines the appropriate classification of its investments at the time of purchase and reevaluates such determination at each balance sheet date. The Company periodically reviews its investments for unrealized losses other than credit losses and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. In determining whether the carrying value is recoverable, management considers the following factors:

•

whether the investment has been in a continuous loss position for over 12 months;

•

the duration to maturity of investments;

•

intention and ability to hold the investment to maturity and if it is not more likely than not that the Company will be required to sell the investment before recovery of the amortized cost basis;

•

the credit rating, financial condition and near-term prospects of the issuer; and

•

the type of investments made.

The Company had $104,000 and $9,000 of unrealized losses related to short-term investments as of September 30, 2022 and December 31, 2021, respectively.

Concentration of Credit Risk and Other Risks and Uncertainties

Financial instruments which potentially subject the Company to concentration of credit risk consist primarily of cash, cash equivalents, short-term investments and accounts receivable. The Company’s policy is to invest cash in institutional money market funds and marketable securities of the U.S. government to limit the amount of credit exposure. The Company currently maintains a portfolio of cash equivalents and short-term investments in money market funds and U.S. treasury bills. Additionally, the Company has established guidelines regarding diversification of its investments and their maturities, which are designed to maintain principal and maximize liquidity. The Company has not experienced material losses on cash equivalents and short-term investments.

The Company’s products require approval from the FDA and foreign regulatory agencies before commercial sales can commence. There can be no assurance that the Company’s products will receive any of these required approvals. The denial or delay of such approvals may have a material adverse impact on the Company’s business and may impact business in the future. In addition, after approval by the FDA, there is still an ongoing risk of adverse events that did not appear during the device approval process.

The Company is subject to risks common to companies in the medical device industry, including, but not limited to, new technological innovations, clinical development risk, establishment of appropriate commercial partnerships, protection of proprietary technology, compliance with government and environmental regulations,

uncertainty of market acceptance of the Company's products, product liability and the need to obtain additional financing.

The Company is subject to the risks related to the global pandemic associated with COVID-19, including local, state, federal and other world-wide mandates imposed to reduce the spread of the virus which could interrupt or reduce the number of cataract surgeries, limit access to ambulatory surgery centers, doctors’ offices and manufacturing facilities, and the expansion of global lead times, particularly in Europe and Asia, leading to a supply interruption from the Company's suppliers. In addition, the Company is currently experiencing inflation and longer lead times and limited availability in its supply chain for certain components and has continued exposure to price and supply risk related to anticipated purchases of certain commodities, materials and products used in its business.

Accounts Receivable

The Company has a diverse customer base and as of September 30, 2022 and December 31, 2021 the Company had no customers who individually accounted for more than 10% of accounts receivable. The Company maintains an allowance for credit losses resulting from the inability of its customers, including ambulatory surgery centers, to make required payments. After evaluation of the collectability of accounts receivable, the Company did not record any significant allowance for credit losses as of September 30, 2022 or December 31, 2021.

Fair Value of Financial Instruments

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The Company’s financial instruments consist principally of cash, cash equivalents, short-term investments, accounts receivable, accounts payable, operating lease liabilities and a term loan. Fair value is measured as the price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques that are consistent with the market, income or cost approach are used to measure fair value. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three levels:

Level 1—Observable inputs such as unadjusted quoted prices in active markets that are accessible at the measurement date for identical unrestricted assets or liabilities.

Level 2—Inputs (other than quoted prices included in Level 1) that are either directly or indirectly observable for the asset or liability, for substantially the full term of the asset or liability, through correlation with market data. These include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and inputs to valuation models or other pricing methodologies that do not require significant judgment because the inputs used in the model, such as interest rates and volatility, can be corroborated by readily observable market data.

Level 3—One or more significant inputs that are unobservable and supported by little or no market activity and reflect the use of significant management judgment and assumptions. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques and significant management judgment or estimation. These include the Black-Scholes option-pricing model which uses inputs such as expected volatility, risk-free interest rate and expected term to determine fair market valuation.

Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification at each reporting date. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain assets or liabilities within the fair value hierarchy. The Company did not have any transfers of assets and liabilities between the levels of the fair value measurement hierarchy during the years presented.

Inventories

Inventories consist of raw materials, work-in-process and finished goods. Raw materials are comprised of chemicals and parts used in the production of the Company's lenses, cartridges, and LDDs. Finished goods are comprised of lenses, cartridges, accessories and LDDs. Inventories are valued at the lower of cost or net realizable value. Cost is computed using standard cost, which approximates actual cost on a first-in, first-out basis. The carrying value of inventories is reviewed for potential impairment whenever indicators suggest that the cost of

inventories exceeds the carrying value and management adjusts the inventories to its net realizable value. The cost of finished goods and work-in-process is comprised of raw materials, direct labor, other direct costs and related production overhead to the extent that these costs do not exceed the net realizable value of the goods produced. The Company periodically reviews inventories for potential impairment, estimated losses from obsolescence, material expirations or unmarketable inventories or excess inventories and writes down the cost of inventories to net realizable value at the time such determinations are made. Net realizable value is determined using the estimated selling price, in the ordinary course of business, less estimated costs to complete and dispose.

Leases

Lease right-of-use assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized when the Company takes possession of the leased property (“Commencement Date”) based on the present value of lease payments over the lease term. The Company estimates the incremental borrowing rate based upon the cost of its own debt financing, current market interest rates and quoted offerings or the rate implicit in the lease. Operating lease right-of-use assets also include any lease payments made at or before lease commencement and exclude any lease incentives received. The lease terms used to calculate the right-of-use asset and related lease liability include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Rent expense on noncancelable leases containing known future scheduled rent increases is recorded on a straight-line basis over the term of the respective leases beginning on the Commencement Date. The difference between rent expense and rent paid is accounted for as a component of operating lease right-of-use assets on the accompanying condensed consolidated balance sheets. Landlord improvement allowances and other such lease incentives are recorded as property and equipment and as reduction of the right-of-use leased assets and are amortized on a straight-line basis as a reduction to operating lease costs. Leases with an initial term of 12 months or less are expensed as incurred and are not recorded as right-of-use assets on the condensed consolidated balance sheets.

Net Loss per Share

Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average shares of common stock outstanding for the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average shares of common stock and potentially dilutive securities outstanding for the period determined using the treasury-stock and if-converted methods. Diluted net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock and potential dilutive securities outstanding during the period.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Stock options issued and outstanding under the Calhoun Vision, Inc. 2006 Stock Plan, Calhoun Vision, Inc. 2015 Equity Incentive Plan and the 2021 Equity Incentive Plan		1,894,845		5,046,965		1,947,260		4,565,932
Restricted stock units		546,908		232,805		567,203		78,455
Stock issuable in offering period under the 2021 Employee Stock Purchase Plan		50,250		—		48,448		—

Revenue Recognition

The Company’s revenue is generated from the sale of LALs used in cataract surgery along with a specifically designed machine for delivering light to the eye, the LDD, to adjust the lens post-surgery, as needed. Revenue is recognized from sales of products in the U.S. and Europe. Customers are primarily comprised of ambulatory surgery centers, hospitals, and physician private practices.

The Company recognizes revenues when promised goods or services are transferred to customers at a transaction price that reflects the consideration to which the Company expects to be entitled in exchange for those goods and services. Specifically, the Company applies the following five steps to recognize revenue: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when, or as, the Company satisfies a performance obligation. The Company applies the five-step model to contracts when it is probable that it will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer. At contract inception, the Company assesses the goods promised within each customer contract to determine the individual deliverables in its product offerings as separate performance obligations and assesses whether each promised good or service is distinct. The transaction price is determined based on the consideration expected to be received, based either on the stated value in contractual arrangements or the estimated cash to be collected in non-contracted arrangements. The Company recognizes revenue as the amount of the transaction price that is allocated to the respective performance obligation when, or as, the performance obligation is satisfied, considering whether or not this occurs at a point in time or over time. The Company elected to account for shipping costs as fulfillment costs rather than a promised service and excludes from revenue any taxes collected from customers that are remitted to government authorities.

The Company’s LDD contracts contain multiple performance obligations bundled for one transaction price, with all obligations generally satisfied within one year. For these bundled arrangements, the Company accounts for individual products and services as separate performance obligations if they are distinct, that is, if a product or service is separately identifiable from other items in the bundled package, and if a customer can benefit from it on its own or with other resources that are readily available to the customer. The Company’s LDD contracts include a combination of the following performance obligations: (i) LDD capital asset and related components, (ii) training and (iii) device service (initial year). Each of these three performance obligations are considered distinct. The LDD capital asset is distinct because the customer can benefit from it together with other resources that are readily available to the customer. Training on the use of the machine is offered as a distinct activity after installation of the LDD to enhance the customer’s ability to utilize the machine by having an industry professional provide best practices and customize training to the specific needs of the customer. Each LDD comes with a twelve-month manufacturer’s warranty (service-type) that includes preventative maintenance, unscheduled service (labor and parts) and software updates. After the first year, service contracts can be purchased separately on a standalone basis. The Company recognizes revenue as performance obligations are satisfied by transferring control of the product or service to a customer. Specifically, revenue for the LDD capital asset is recognized at a point in time at installation. Revenue for training is also recorded at a point in time, generally 60 days after installation. Revenue for the device service is recognized ratably over time after installation, generally 12 months. The Company has determined that the transaction price is the invoice price, net of adjustments, if any. The allocation to the separate performance obligations is based upon the relative standalone selling price. Standalone selling prices are based on observable prices at which the Company separately sells the products or services The Company estimates the standalone selling price using the market assessment approach considering market conditions and entity-specific factors including, but not limited to, features and functionality of the products and services, geographies, type of customer and market conditions. The Company regularly reviews and updates standalone selling prices as necessary.

LALs are generally held at customer sites on consignment. The single performance obligation is satisfied, and revenue from sales is recognized for LALs upon customer notification that the LALs have been implanted in a patient. For the three and nine months ended September 30, 2022 and 2021, credits related to returns and rebates on list prices were not significant.

The Company adopted the practical expedient permitting the direct expensing of costs incurred to obtain contracts where the amortization of such costs would occur over one year or less, and it applied to substantially all the Company’s contracts.

For the three and nine months ended September 30, 2022 and 2021, revenue from contracts with customers consisted of the following (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021

LDD (including training)	$	5,688	$	3,661	$	15,941	$	8,463
LAL		6,526		1,944		15,979		5,264
Service warranty, service contracts, and accessories		401		181		997		440
	$	12,615	$	5,786	$	32,917	$	14,167

As of September 30, 2022 and December 31, 2021, the Company recognized contract liabilities on its condensed consolidated balance sheets of $1,041,000 and $540,000 respectively, related to the service agreement performance obligation. Revenue for service agreements is recognized ratably over the term of each contract.

The following table represents the contract liabilities from sales activity for the nine months ended September 30, 2022 and 2021, respectively (in thousands):


	Nine Months Ended September 30,
	2022			2021

Balance at beginning of period	$	540		$	345
Additions during the period		1,417			506
Revenue recognized during the period		(916	)		(402	)
Balance at end of period	$	1,041		$	449

For the three and nine months ended September 30, 2022, the Company had no customers who individually accounted for more than 10% of revenue. For the three months ended September 30, 2021, the Company had one customer who individually accounted for approximately 11% of revenue. For the nine months ended September 30, 2021, the Company had no customer who individually accounted for 10% or more of revenue.

Stock-Based Compensation Expense

The Company has three stock-based incentive compensation plans, the Calhoun Vision, Inc. 2006 Stock Plan (“2006 Plan”), the Calhoun Vision, Inc. 2015 Equity Incentive Plan (“2015 Plan”), and the 2021 Equity Incentive Plan (“2021 Plan”), which are collectively referred to as the (“Equity Plans”). The Company also has an employee stock purchase plan, the 2021 Employee Stock Purchase Plan (“2021 ESPP”).

The purpose of the 2021 Plan and 2021 ESPP is to provide a means by which eligible participants may be given an opportunity to benefit from increases in the value of the common stock in order to retain or procure the services of the employees, members of the Board and consultants and provide them with an incentive to promote the Company’s success and accomplish corporate goals.

Stock option awards are generally granted with an exercise price of no less than 100% of estimated fair market value on the date of grant. Time based awards generally vest over four years as follows, subject to the optionee’s continuing service, one fourth of the total number of shares vest and become exercisable on the one-year anniversary; 1/48th of the total number of shares subject to the option vest and become exercisable on each monthly anniversary thereafter for the remaining three years.

Prior to the Company's shares being traded on the Nasdaq Global Market, the fair value of the Company’s common stock was determined by the Board at the time of each option grant by considering a number of objective and subjective factors. The factors included, but were not limited to: (i) third-party valuations of the Company’s common stock; (ii) the Company’s stage of development; (iii) the status of research and development efforts; (iv) the rights, preferences and privileges of the Company’s convertible preferred stock relative to those of the

Company’s common stock; (v) the Company’s operating results and financial condition, including the Company’s levels of available capital resources; (vi) equity market conditions affecting comparable public companies; (vii) general U.S. market conditions and (viii) the lack of marketability of the Company’s common stock. After completion of the Company’s IPO in July 2021, the fair value of common stock is based on the closing price of the Company’s common stock as reported on the Nasdaq Global Market.

In determining the fair value of the stock options granted, the Company uses the Black-Scholes option-pricing model and requires the use of assumptions about a number of variables as discussed below. Each of these inputs is subjective and generally requires significant judgment.

Expected term—The Company’s expected term represents the period that the Company’s stock-based awards are expected to be outstanding. The Company used the simplified method (based on the mid-point between the vesting date and the end of the contractual term) to determine the expected term.

Expected volatility—Prior to the completion of the Company’s IPO, when the Company was privately held and did not have any trading history for its common stock, the expected volatility was estimated based on the average historical volatilities for comparable publicly traded medical device companies over a period equal to the expected term of the stock option grants. The comparable companies were chosen based on their similar size, stage in the life cycle and area of specialty. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available.

Risk-free interest rate—The risk-free interest rate used is based on the published U.S. Department of Treasury interest rates in effect at the time of stock option grant for zero coupon U.S. Treasury notes with maturities approximating each grant’s expected term.

Dividend yield—The Company has never paid dividends on its common stock and has no plans to pay dividends on its common stock. Therefore, the Company used an expected dividend yield of zero.

Recent Accounting Pronouncements

Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates (“ASU”). ASUs not listed below were assessed and determined not to be applicable or are expected to have minimal impact on the Company’s consolidated financial statements.

In June 2020, the FASB issued ASU No. 2020-06, “Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” (“ASU No. 2020-06”) which is intended to simplify the accounting for convertible instruments. This new guidance eliminates certain models that require separate accounting for embedded conversion features and eliminates certain of the conditions for equity classification for contracts in an entity’s own equity. Accordingly, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. The new guidance can be adopted through either a modified retrospective method of transition or a fully retrospective method of transition. ASU 2020-06 is effective for public business entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company adopted ASU 2020-06 effective January 1, 2022 using the modified retrospective method and the adoption did not have a material impact on the Company’s consolidated financial statements.

Emerging Growth Company Status

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has irrevocably elected to not take this exemption and, as a result, will adopt new or

revised accounting standards on the relevant effective dates on which adoption of such standards is required for other public companies that are not emerging growth companies.

Organization and Basis of Presentation

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Basis of Presentation

Note 1 - Organization and Basis of Presentation

Description of Business

RxSight®, Inc. (the “Company”) is a Delaware corporation headquartered in Aliso Viejo, California with one wholly owned subsidiary located in Amsterdam, Netherlands. The wholly owned subsidiary has a registered branch in the United Kingdom and a wholly owned subsidiary located in Germany. The Company is engaged in the research and development, manufacture and sale of light adjustable intraocular lenses used in cataract surgery along with capital equipment used with the lenses.

The Company’s products, which include the light adjustable lens (“LAL”®) and a specially designed machine for delivering light to the eye, the Light Delivery Device (“LDD™”), are approved by the United States (“U.S.”) Food and Drug Administration (“FDA”) for sale in the U.S. and have regulatory approval in the U.S and Europe. The Company began marketing its products in the U.S. during the second quarter of 2019 and in Europe during the third quarter of 2019. The LAL is a premium intraocular lens (“IOL”) which is partially reimbursable under Medicare. The Company competes with other IOLs in the premium market in the U.S. and Europe.

The accompanying unaudited condensed consolidated financial statements include the accounts of RxSight, Inc. and its wholly owned subsidiaries, RxSight, B.V., and RxSight GmbH. All significant inter-company balances and transactions have been eliminated in consolidation.

Basis of Presentation and Principles of Consolidation

The Company’s condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Accordingly, the accompanying unaudited condensed consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements. The unaudited interim financial statements reflect all adjustments which, in the opinion of management, are necessary for a fair statement of the results for the periods presented. All such adjustments are of a normal and recurring nature. The December 31, 2021 balance sheet data was derived from audited financial statements; however, the accompanying notes to the condensed consolidated financial statements do not include all of the annual disclosures required under GAAP and should be read in conjunction with the Company’s 2021 Annual Report on Form 10-K filed with the SEC on March 8, 2022. The operating results presented in these unaudited condensed consolidated financial statements are not necessarily indicative of the results that may be expected for any future periods.

Initial Public Offering (“IPO”) and Reverse Stock Split

On July 22, 2021, the Company’s Board of Directors (“Board”) approved an amendment to the Company’s certificate of incorporation to effect a reverse split of shares of the Company’s common stock, excluding Series G and Series W common stock, and convertible preferred stock on a 1-for-10.33 basis (“Reverse Stock Split”). The par values of the common stock and convertible preferred stock were not adjusted as a result of the Reverse Stock Split. The Reverse Stock Split was effected on July 23, 2021. Accordingly, all common stock, excluding Series G and Series W common stock, options to purchase common stock, convertible preferred stock, share data, per share data and related information contained in the accompanying condensed consolidated financial statements and notes have been retrospectively adjusted to reflect the effect of the Reverse Stock Split for all periods presented. Outstanding stock options were proportionately reduced and the respective exercise prices, if applicable, were proportionately increased. The Reverse Stock Split resulted in an adjustment to the convertible preferred stock conversion prices to reflect a proportional decrease in the number of shares of common stock to be issued upon conversion.

On July 29, 2021, the Company completed its IPO which resulted in the issuance and sale of 8,248,549 shares of its common stock at a price of $16.00 per share. The aggregate net proceeds from the offering, which included 898,549 common shares sold upon the partial exercise of the underwriters’ over-allotment option, after deducting underwriting discounts and commissions of $9.2 million and other offering costs of $3.2 million, were approximately $119.6 million. On July 29, 2021, the Company amended and restated its certificate of incorporation and bylaws which provide for, among other things, the Company’s authorized capital stock to consist of

900,000,000 shares of common stock, par value $0.001 per share, and 100,000,000 shares of convertible preferred stock, par value $0.001 per share. The amended and restated certificate of incorporation defines the voting rights, dividends, liquidation rights and preferences of each class of stock.

Immediately prior to the completion of the IPO, (i) 14,376,272 outstanding shares of the Company's convertible preferred stock were converted into an aggregate of 14,725,309 shares of common stock and (ii) 225,945 warrants to purchase Series H convertible preferred stock were exercised and converted into 100,261 shares of common stock.

Liquidity and Financial Position

As of September 30, 2022 and December 31, 2021 the Company had cash, cash equivalents and short-term investments of $112.8 million and $159.3 million, respectively.

The Company began generating revenue from its principal operations in 2019. The Company has a limited operating history, and the revenue and income potential of the Company’s business and market are unproven. The Company has experienced recurring net losses and negative cash flows from operating activities since its inception. For the three months ended September 30, 2022 and 2021 the Company incurred losses from operations of $16.0 million and $13.1 million, respectively. For the nine months ended September 30, 2022 and 2021, the Company incurred losses from operations of $48.3 million and $38.1 million, respectively. Based on the Company’s anticipated sales growth in relation to the anticipated costs associated with, among other things, its continuing research and development activities and the expansion of its sales and marketing activities, the Company expects to continue to incur net operating losses into the foreseeable future. Successful transition to attaining profitable operations is dependent upon gaining market acceptance of the Company’s products and achieving a level of revenues adequate to support the Company’s cost structure.

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company believes that existing cash resources will be sufficient to meet projected operating requirements for at least 12 months from the date of issuance of the accompanying condensed consolidated financial statements, though the Company expects to continue to incur operating losses and negative cash flows. The Company plans to continue to fund its losses from operations using its cash, cash equivalents and short-term investments as of September 30, 2022 and meet its future capital funding needs through equity or debt financings, other third-party funding, collaborations, strategic alliances and licensing arrangements or a combination of these. If the Company raises additional funds by issuing equity securities, its stockholders may experience dilution. Any future debt financing into which the Company enters may impose additional covenants that restrict operations, including limitations on its ability to incur liens or additional debt, pay dividends, repurchase common stock, make certain investments or engage in certain merger, consolidation or asset sale transactions. Any debt financing or additional equity raise may contain terms that are not favorable to the Company or its stockholders. If the Company is required to enter into collaborations and other arrangements to address its liquidity needs, it may have to give up certain rights that limit its ability to develop and commercialize product candidates or may have other terms that are not favorable to the Company or its stockholders, which could materially and adversely affect its business and financial prospects. There can be no assurance that the Company will be able to obtain additional financing on acceptable terms, or at all. If the Company is not able to secure adequate additional funding, the Company may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible and/or suspend or curtail planned programs. Any of these actions could materially harm the Company’s business, results of operations and future prospects.

Stock-Based Compensation Expense - Schedule of Stock-Based Compensation Expense (Details) - The Calhoun Vision, Inc. 2015 Equity Incentive Plan and the Calhoun Vision, Inc. 2006 Stock Plan [Member] - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation expense	$ 2,882	$ 2,013	$ 8,435	$ 4,658
Research and Development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation expense	737	623	2,303	1,760
Selling, General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation expense	1,931	1,168	5,451	2,317
Cost of Goods Sold
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation expense	$ 214	$ 222	$ 681	$ 581

Summary of Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Basis of Presentation

Initial Public Offering and Reverse Stock Split

Initial Public Offering (“IPO”) and Reverse Stock Split

Liquidity and Financial Position

As of September 30, 2022 and December 31, 2021 the Company had cash, cash equivalents and short-term investments of $112.8 million and $159.3 million, respectively.

Use of Estimates

Significant Accounting Policies

Cash Equivalents

Short-term Investments

•

whether the investment has been in a continuous loss position for over 12 months;

•

the duration to maturity of investments;

•

intention and ability to hold the investment to maturity and if it is not more likely than not that the Company will be required to sell the investment before recovery of the amortized cost basis;

•

the credit rating, financial condition and near-term prospects of the issuer; and

•

the type of investments made.

The Company had $104,000 and $9,000 of unrealized losses related to short-term investments as of September 30, 2022 and December 31, 2021, respectively.

Concentration of Credit Risk and Other Risks and Uncertainties

uncertainty of market acceptance of the Company's products, product liability and the need to obtain additional financing.

Accounts Receivable

Fair Value of Financial Instruments

Level 1—Observable inputs such as unadjusted quoted prices in active markets that are accessible at the measurement date for identical unrestricted assets or liabilities.

Inventories

Leases

Net Loss per Share


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Stock options issued and outstanding under the Calhoun Vision, Inc. 2006 Stock Plan, Calhoun Vision, Inc. 2015 Equity Incentive Plan and the 2021 Equity Incentive Plan		1,894,845		5,046,965		1,947,260		4,565,932
Restricted stock units		546,908		232,805		567,203		78,455
Stock issuable in offering period under the 2021 Employee Stock Purchase Plan		50,250		—		48,448		—

Revenue Recognition

For the three and nine months ended September 30, 2022 and 2021, revenue from contracts with customers consisted of the following (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021

LDD (including training)	$	5,688	$	3,661	$	15,941	$	8,463
LAL		6,526		1,944		15,979		5,264
Service warranty, service contracts, and accessories		401		181		997		440
	$	12,615	$	5,786	$	32,917	$	14,167

The following table represents the contract liabilities from sales activity for the nine months ended September 30, 2022 and 2021, respectively (in thousands):


	Nine Months Ended September 30,
	2022			2021

Balance at beginning of period	$	540		$	345
Additions during the period		1,417			506
Revenue recognized during the period		(916	)		(402	)
Balance at end of period	$	1,041		$	449

Stock-Based Compensation Expense

Dividend yield—The Company has never paid dividends on its common stock and has no plans to pay dividends on its common stock. Therefore, the Company used an expected dividend yield of zero.

Recent Accounting Pronouncements

Emerging Growth Company Status

revised accounting standards on the relevant effective dates on which adoption of such standards is required for other public companies that are not emerging growth companies.

Term Loan - Future Principal Payments Due Under the Term Loan (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
2022 (remainder)	$ 0
2023	0
2024	0
2025	16,364
2026	21,818
2027	1,818
Total	40,000
Less: unamortized issuance costs and exit fee	(25)
Term loan, net	$ 40,025	$ 39,760

Fair Value Measurements

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 5 – Fair Value Measurements


	As of September 30, 2022
	Level I		Level II		Total
Assets:
Money market securities	$	4,026	$	—	$	4,026
U.S. Treasury securities		—		103,923		103,923
Total assets at fair value	$	4,026	$	103,923	$	107,949


	As of December 31, 2021
	Level I		Level II		Total
Assets:
Money market securities	$	21,390	$	—	$	21,390
U.S. Treasury securities		—		134,971		134,971
Total assets at fair value	$	21,390	$	134,971	$	156,361

The Series W warrant expired unexercised on March 31, 2021 and the remaining fair value of $5.0 million was recorded in the Condensed Consolidated Statement of Operations and Comprehensive Loss for the nine months ended September 30, 2021.

The fair value of the preferred stock warrants was determined by management, with input and assistance from a third-party valuation specialist using a probability weighted expected return model/option pricing model (“PWERM/OPM”) hybrid valuation model. This method essentially utilizes a combination of market and income method approaches for each part of the calculation of enterprise value using assumptions and financial data prepared by the Company and combines them in a probabilistic manner. The valuation considered several future scenarios for the Company, each of which assumed a shareholder exit either through initial public offering, sale (“M&A”) or dissolution. Based upon the current initial public offering market, M&A values for private companies and the historical likelihood of dissolution or no exit, the Company concluded that the probabilities and time frames were reasonable. Implicit in the timing used in the application of the PWERM/OPM Hybrid Method is also the possibility of no exit. The option pricing model's significant unobservable inputs included: (1) the assumed time until a liquidity event, (2) the risk-free interest rate over the period until the assumed liquidity event, (3) the assumed volatility in the value of the equity of the company (which corresponds to the model's underlying asset volatility), (4) the enterprise value and preferred investment amount and (5) the key price points in the Company's capital structure in terms of exit levels on the assumed liquidation date. A significant increase (decrease) in any of these inputs in isolation, particularly the estimated price of the Company’s preferred stock, would have resulted in a significantly higher (lower) fair value measurement. Upon completion of the Company's IPO in July 2021 all of the 14,376,272 issued and outstanding shares of Convertible Preferred Stock outstanding were converted to common stock and 225,945 warrants to purchase Series H convertible preferred stock were exercised and converted into 100,261 shares of common stock.

The following table sets forth changes in the estimated fair values for the Company’s warrant liabilities measured using significant unobservable inputs (in thousands):


	Nine Months Ended		Nine Months Ended
	September 30, 2022		September 30, 2021
Beginning of period	$	—	$	8,846
Exercise of preferred stock warrants		—		(1,111	)
Expiration of common stock warrant		—		(5,018	)
Change in fair value of preferred stock warrants		—		(2,717	)
End of period	$	—	$	—

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Condensed Consolidated Statements of Cash Flows (Parenthetical)	9 Months Ended
	Sep. 30, 2022 shares
Statement of Cash Flows [Abstract]
Redeemable common stock reclassified	4,093,995
Common stock after reclassification of redeemable common stock	4,093,995

Condensed Consolidated Statements of Redeemable Common Stock, Stock Options, Convertible Preferred Stock and Stockholders' Deficit (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2021	Mar. 31, 2021
Statement of Stockholders' Equity [Abstract]
Redeemable common stock reclassified, shares		4,093,995
Common stock after reclassification of redeemable common stock, shares		4,093,995
Proceeds from Issuance of Common Stock	$ 12,400
Fractional shares settled upon conversion of preferred stock to common stock	$ 11

Short-Term Investment

9 Months Ended

Sep. 30, 2022

Short-Term Investments [Abstract]

Short-Term Investment

Note 3 – Short-Term Investments


	As of September 30, 2022
	Amortized Cost		Unrealized Loss, Net			Estimated Fair Value
U.S. Treasury securities	$	104,027	$	(104	)	$	103,923


	As of December 31, 2021
	Amortized Cost		Unrealized Loss, Net			Estimated Fair Value
U.S. Treasury securities	$	134,980	$	(9	)	$	134,971

All available-for-sale securities held as of September 30, 2022 and December 31, 2021 had a maturity of less than one year. The Company has classified all marketable securities, regardless of maturity, as short-term investments based upon the Company’s ability and intent to use any and all of those marketable securities to satisfy the Company’s liquidity requirements.

Commitments and Contingencies

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 9 – Commitments and Contingencies

Letter of credit

The Company has a standby letter of credit, expiring September 30, 2024, issued by a financial institution as required security for one operating lease. The aggregate amount of the letter of credit was $260,000 as of September 30, 2022 and $310,000 as of December 31, 2021.

Legal Matters

From time-to-time, the Company may be involved in certain legal proceedings or regulatory matters arising in the ordinary course of business, including without limitation, actions with respect to intellectual property, employment, regulatory, product liability and contractual matters. In connection with these proceedings or matters, the Company regularly assesses the probability and amount (or range) of possible issues based on the developments in these proceedings or matters. A liability is recorded in the consolidated financial statements if it is determined that it is probable that a loss has been incurred, and that the amount (or range) of the loss can be reasonably estimated. Because of the uncertainties related to any pending proceedings or matters, the Company is currently unable to predict their ultimate outcome and, with respect to any legal proceeding or regulatory matter where no liability has been accrued, to make a reasonable estimate of the possible loss (or range of loss) that could result from an adverse outcome. At September 30, 2022 and December 31, 2021, there were no legal proceedings, regulatory matters, or other disputes or claims for which a material loss was considered probable or for which the amount (or range) of loss was reasonably estimable. However, regardless of the outcome, legal proceedings, regulatory matters, and other disputes and claims can have an adverse impact on the Company because of legal costs, diversion of management time and resources, and other factors.

Short-Term Investment - Additional Information (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Maximum [Member] \| Government Securities [Member]
Short Term Debt [Line Items]
Investment maturity period	1 year	1 year

Condensed Consolidated Statements of Redeemable Common Stock, Stock Options, Convertible Preferred Stock and Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands	Total	Redeemable Common Stock	Notes Receivable for Redeemable Common Stock Issued	Redeemable Stock Options	Redeemable Convertible Preferred Stock	Common Stock	Additional Paid-in Capital	Notes Receivable for Common Stock Issued	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit
Temporary Equity, Beginning Balance, Amount at Dec. 31, 2020		$ 80,780	$ 803	$ 53,085	$ 353,300
Temporary Equity, Beginning Balance, Shares at Dec. 31, 2020		3,813,450			14,376,272
Stockholders' Equity, Beginning Balance, Amount at Dec. 31, 2020	$ (430,591)								$ (3)	$ (430,588)
Stockholders' Equity, Beginning Balance, Shares at Dec. 31, 2020						1
Exercise of stock options		$ 6,922		(5,715)
Exercise of stock options, shares		280,545
Stock-based compensation expense	1,239						$ 1,239
Unrealized gain (loss) 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)
Reclassification of 4,093,995 shares of redeemable common stock to 4,093,995 shares of common stock	86,885	$ (87,702)	817			$ 4	87,698	$ (817)
Reclassification of 4,093,995 shares of redeemable common stock to 4,093,995 shares of common stock, shares		(4,093,995)				4,093,995
Reclassification of redeemable common stock options to common stock options	47,370			(47,370)			47,370
Net loss	(6,805)									(6,805)
Temporary Equity, Ending Balance, Amount at Mar. 31, 2021					$ 353,300
Temporary Equity, Ending Balance, Shares at Mar. 31, 2021					14,376,272
Stockholders' Equity, Ending Balance, Amount at Mar. 31, 2021	(301,899)					$ 4	136,307	(817)		(437,393)
Stockholders' Equity, Ending Balance, Shares at Mar. 31, 2021						4,093,996
Temporary Equity, Beginning Balance, Amount at Dec. 31, 2020		$ 80,780	$ 803	$ 53,085	$ 353,300
Temporary Equity, Beginning Balance, Shares at Dec. 31, 2020		3,813,450			14,376,272
Stockholders' Equity, Beginning Balance, Amount at Dec. 31, 2020	(430,591)								(3)	(430,588)
Stockholders' Equity, Beginning Balance, Shares at Dec. 31, 2020						1
Unrealized gain (loss) on short-term investments and cash equivalents, net of tax	(2)
Net loss	(32,954)
Stockholders' Equity, Ending Balance, Amount at Sep. 30, 2021	150,891					$ 27	614,418	0	(11)	(463,543)
Stockholders' Equity, Ending Balance, Shares at Sep. 30, 2021						27,324,054
Temporary Equity, Beginning Balance, Amount at Mar. 31, 2021					$ 353,300
Temporary Equity, Beginning Balance, Shares at Mar. 31, 2021					14,376,272
Stockholders' Equity, Beginning Balance, Amount at Mar. 31, 2021	(301,899)					$ 4	136,307	(817)		(437,393)
Stockholders' Equity, Beginning Balance, Shares at Mar. 31, 2021						4,093,996
Exercise of stock options	125						125
Exercise of stock options, shares						30,215
Stock-based compensation expense	1,406						1,406
Unrealized gain (loss) on short-term investments and cash equivalents, net of tax	(4)								(4)
Foreign currency translation adjustment	1								1
Change in notes receivable for common stock issued	452							452
Net loss	(13,477)									(13,477)
Temporary Equity, Ending Balance, Amount at Jun. 30, 2021					$ 353,300
Temporary Equity, Ending Balance, Shares at Jun. 30, 2021					14,376,272
Stockholders' Equity, Ending Balance, Amount at Jun. 30, 2021	(313,396)					$ 4	137,838	(365)	(3)	(450,870)
Stockholders' Equity, Ending Balance, Shares at Jun. 30, 2021						4,124,211
Exercise of stock options	46						46
Exercise of stock options, shares						11,051
Stock-based compensation expense	2,013						2,013
Proceeds from notes receivable	136							136
Surrender of common stock in exchange for cancellation of note receivable, Shares						(11,011)
Surrender of common stock in exchange for cancellation of note receivable							(229)	229
Exercise of preferred stock warrants, net of shares withheld for exercise price	(2,011)				$ 3,912		(2,011)
Exercise of preferred stock warrants, net of shares withheld for exercise price, Shares					100,261
Issuance of common stock in connection with initial public offering, net of issuance costs (in shares)						8,248,549
Issuance of common stock in connection with initial public offering, net of issuance costs	119,582					$ 8	119,574
Conversion of preferred stock to common stock upon initial public offering, net of fractional shares settled	357,202				$ (357,212)	$ 15	357,187
Conversion of preferred stock to common stock upon initial public offering, net of fractional shares settled (in shares)					(14,476,533)	14,951,254
Unrealized gain (loss) on short-term investments and cash equivalents, net of tax	(5)								(5)
Foreign currency translation adjustment	(3)								(3)
Net loss	(12,673)									(12,673)
Stockholders' Equity, Ending Balance, Amount at Sep. 30, 2021	150,891					$ 27	614,418	$ 0	(11)	(463,543)
Stockholders' Equity, Ending Balance, Shares at Sep. 30, 2021						27,324,054
Stockholders' Equity, Beginning Balance, Amount at Dec. 31, 2021	$ 138,242					$ 27	617,511		(20)	(479,276)
Stockholders' Equity, Beginning Balance, Shares at Dec. 31, 2021	27,366,746					27,366,746
Shares issued for the exercise of stock options and vesting of restricted stock units, Shares						145,922
Shares issued for the exercise of stock options and vesting of restricted stock units, Amount	$ 308						308
Shares redeemed for employee tax withholdings						(26,983)
Value of shares redeemed for employee tax withholdings	(362)						(362)
Stock-based compensation expense	2,649						2,649
Unrealized gain (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)
Stockholders' Equity, Ending Balance, Amount at Mar. 31, 2022	123,163					$ 27	620,106		(98)	(496,872)
Stockholders' Equity, Ending Balance, Shares at Mar. 31, 2022						27,485,685
Stockholders' Equity, Beginning Balance, Amount at Dec. 31, 2021	$ 138,242					$ 27	617,511		(20)	(479,276)
Stockholders' Equity, Beginning Balance, Shares at Dec. 31, 2021	27,366,746					27,366,746
Conversion of preferred stock to common stock upon initial public offering, net of fractional shares settled (in shares)	4,093,995
Unrealized gain (loss) on short-term investments and cash equivalents, net of tax	$ (95)
Net loss	(51,146)
Stockholders' Equity, Ending Balance, Amount at Sep. 30, 2022	$ 95,959					$ 28	626,491		(138)	(530,422)
Stockholders' Equity, Ending Balance, Shares at Sep. 30, 2022	27,719,132					27,719,132
Stockholders' Equity, Beginning Balance, Amount at Mar. 31, 2022	$ 123,163					$ 27	620,106		(98)	(496,872)
Stockholders' Equity, Beginning Balance, Shares at Mar. 31, 2022						27,485,685
Shares issued for the exercise of stock options and vesting of restricted stock units, Shares						99,743
Shares issued for the exercise of stock options and vesting of restricted stock units, Amount	277						277
Stock-based compensation expense	2,904						2,904
Shares issued for the employee stock purchase plan, shares						46,051
Shares issued for the employee stock purchase plan	459						459
Unrealized gain (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)
Stockholders' Equity, Ending Balance, Amount at Jun. 30, 2022	109,986					$ 27	623,746		(183)	(513,604)
Stockholders' Equity, Ending Balance, Shares at Jun. 30, 2022						27,631,479
Shares issued for the exercise of stock options and vesting of restricted stock units, Shares						110,126
Shares issued for the exercise of stock options and vesting of restricted stock units, Amount	$ 145					$ 1	$ 144
Shares redeemed for employee tax withholdings	(281)					(22,473)	(281)
Stock-based compensation expense	$ 2,882						$ 2,882
Unrealized gain (loss) on short-term investments and cash equivalents, net of tax	55								(55)
Foreign currency translation adjustment	(10)								(10)
Net loss	(16,818)									(16,818)
Stockholders' Equity, Ending Balance, Amount at Sep. 30, 2022	$ 95,959					$ 28	$ 626,491		$ (138)	$ (530,422)
Stockholders' Equity, Ending Balance, Shares at Sep. 30, 2022	27,719,132					27,719,132

Fair Value Measurements - Schedule of assets and liabilities measured at fair value on recurring basis and the fair value hierarchy of the valuation techniques (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Assets:
Total assets at fair value	$ 107,949	$ 156,361
Money market Securities [Member]
Assets:
Total assets at fair value	4,026	21,390
Government Securities [Member]
Assets:
Total assets at fair value	103,923	134,971
Level I [Member]
Assets:
Total assets at fair value	4,026	21,390
Level I [Member] \| Money market Securities [Member]
Assets:
Total assets at fair value	4,026	21,390
Level I [Member] \| Government Securities [Member]
Assets:
Total assets at fair value	0	0
Level II [Member]
Assets:
Total assets at fair value	103,923	134,971
Level II [Member] \| Money market Securities [Member]
Assets:
Total assets at fair value	0	0
Level II [Member] \| Government Securities [Member]
Assets:
Total assets at fair value	$ 103,923	$ 134,971