10-Q
0.165--12-310001452965falseQ10001452965utrs:TwoThousandTwentyOneEmployeeStockPurchasePlanMember2022-03-310001452965us-gaap:RetainedEarningsMember2022-01-012022-03-310001452965utrs:CommonStockWarrantsMember2021-01-012021-03-310001452965us-gaap:FairValueInputsLevel1Member2021-12-310001452965utrs:SymphionMember2021-01-012021-03-310001452965us-gaap:FairValueInputsLevel3Member2022-03-3100014529652021-01-012021-12-310001452965us-gaap:CommonStockMember2021-01-012021-03-310001452965us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember2020-12-310001452965us-gaap:MachineryAndEquipmentMember2021-12-310001452965us-gaap:ToolsDiesAndMoldsMember2021-12-310001452965us-gaap:RetainedEarningsMember2021-03-310001452965us-gaap:EmployeeStockOptionMember2021-01-012021-03-310001452965us-gaap:FurnitureAndFixturesMember2022-01-012022-03-310001452965us-gaap:CommonStockMember2021-12-310001452965us-gaap:EmployeeStockMember2022-03-310001452965utrs:ContingentConsiderationLiabilityMember2020-12-310001452965utrs:CommonStockWarrantsMember2022-01-012022-03-310001452965utrs:DevelopedTechnologyMember2021-12-310001452965utrs:CanadianImperialBankOfCommerceTermLoanMember2021-12-310001452965us-gaap:LeaseholdImprovementsMember2022-01-012022-03-310001452965us-gaap:CustomerRelationshipsMember2021-12-310001452965us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-03-310001452965us-gaap:CommonStockMemberus-gaap:IPOMember2021-10-212021-10-210001452965utrs:TwoThousandEighteenTwoThousandNineteenAndTwoThousandTwentyNotesMember2021-01-012021-03-310001452965us-gaap:EmployeeStockOptionMember2022-01-012022-03-310001452965us-gaap:IPOMember2021-10-210001452965us-gaap:SellingAndMarketingExpenseMember2021-01-012021-03-310001452965us-gaap:ConstructionInProgressMember2021-12-310001452965utrs:MinervaESMember2021-01-012021-03-310001452965us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember2021-03-310001452965utrs:UnvestedEarlyExercisedCommonStockOptionsMember2022-01-012022-03-310001452965us-gaap:ToolsDiesAndMoldsMember2022-03-310001452965us-gaap:StockOptionMember2021-01-012021-03-310001452965utrs:GenesysHTAMember2021-01-012021-03-310001452965srt:MinimumMember2021-01-012021-03-310001452965srt:MinimumMemberus-gaap:FairValueInputsLevel3Member2021-01-012021-03-310001452965us-gaap:FairValueInputsLevel3Member2021-01-012021-03-310001452965utrs:ComputerAndSoftwareMember2022-03-310001452965us-gaap:MachineryAndEquipmentMember2022-01-012022-03-310001452965utrs:HologicIncAndCytycSurgicalProductsLlcMember2020-04-222020-04-220001452965utrs:EquipmentUnderCustomerUsageAgreementsMember2021-01-012021-03-310001452965us-gaap:RedeemableConvertiblePreferredStockMember2021-10-200001452965us-gaap:OtherIntangibleAssetsMember2022-03-310001452965us-gaap:GeneralAndAdministrativeExpenseMember2021-01-012021-03-310001452965us-gaap:ResearchAndDevelopmentExpenseMember2022-01-012022-03-310001452965utrs:UnvestedRestrictedStockUnitsMember2021-01-012021-03-310001452965us-gaap:GeneralAndAdministrativeExpenseMember2022-01-012022-03-310001452965us-gaap:MandatorilyRedeemablePreferredStockMember2020-12-310001452965us-gaap:AccountingStandardsUpdate201901Member2022-03-310001452965us-gaap:RetainedEarningsMember2021-12-310001452965us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember2021-01-012021-03-3100014529652022-01-012022-03-310001452965us-gaap:RedeemableConvertiblePreferredStockMember2022-01-012022-03-310001452965us-gaap:FairValueInputsLevel3Member2022-01-012022-03-310001452965us-gaap:CommonStockMember2021-03-310001452965utrs:ComputerAndSoftwareMember2022-01-012022-03-310001452965utrs:EquipmentUnderCustomerUsageAgreementsMember2022-03-310001452965us-gaap:RestrictedStockUnitsRSUMember2022-03-310001452965us-gaap:StockOptionMember2022-01-012022-03-310001452965us-gaap:ConvertibleDebtMember2021-10-202021-10-200001452965srt:MaximumMemberus-gaap:FairValueInputsLevel3Member2021-01-012021-03-310001452965us-gaap:FairValueInputsLevel3Member2021-12-310001452965us-gaap:CommonStockMember2020-12-310001452965us-gaap:LeaseholdImprovementsMember2021-12-310001452965srt:MaximumMember2021-01-012021-03-310001452965us-gaap:AdditionalPaidInCapitalMember2021-12-310001452965utrs:CanadianImperialBankOfCommerceTermLoanMember2022-03-310001452965us-gaap:AdditionalPaidInCapitalMember2021-01-012021-03-310001452965us-gaap:AdditionalPaidInCapitalMember2022-03-310001452965us-gaap:AdditionalPaidInCapitalMember2020-12-3100014529652021-10-200001452965utrs:OtherMember2022-01-012022-03-310001452965utrs:HologicIncAndCytycSurgicalProductsLlcMember2017-12-310001452965utrs:TwoThousandTwentyOneEquityIncentivePlanMember2021-12-012021-12-310001452965us-gaap:MachineryAndEquipmentMember2022-03-3100014529652021-01-012021-03-310001452965us-gaap:LeaseholdImprovementsMember2022-03-310001452965us-gaap:MandatorilyRedeemablePreferredStockMember2021-03-310001452965utrs:SantaClaraMemberutrs:OfficeLeasesMember2022-03-310001452965utrs:DevelopedTechnologyMember2022-03-310001452965us-gaap:CommonStockMemberus-gaap:IPOMember2021-10-210001452965us-gaap:RetainedEarningsMember2020-12-310001452965utrs:UnvestedRestrictedStockUnitsMember2022-01-012022-03-310001452965us-gaap:RedeemableConvertiblePreferredStockMember2021-10-202021-10-200001452965us-gaap:AdditionalPaidInCapitalMember2021-03-310001452965us-gaap:ResearchAndDevelopmentExpenseMember2021-01-012021-03-310001452965utrs:OtherMember2021-01-012021-03-310001452965us-gaap:AdditionalPaidInCapitalMember2022-01-012022-03-310001452965us-gaap:FairValueInputsLevel1Member2022-03-310001452965utrs:AresTermLoanMember2021-01-012021-03-310001452965us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-03-310001452965utrs:MinervaESMember2022-01-012022-03-310001452965utrs:CanadianImperialBankOfCommerceTermLoanMember2021-10-080001452965us-gaap:CostOfSalesMember2022-01-012022-03-3100014529652017-05-090001452965utrs:HologicIncAndCytycSurgicalProductsLlcMember2019-07-012019-07-310001452965us-gaap:EmployeeStockMember2021-12-310001452965utrs:EquipmentUnderCustomerUsageAgreementsMember2022-01-012022-03-310001452965us-gaap:ConstructionInProgressMember2022-03-310001452965us-gaap:OtherIntangibleAssetsMember2021-12-310001452965us-gaap:MandatorilyRedeemablePreferredStockMember2021-01-012021-03-310001452965us-gaap:CustomerRelationshipsMember2022-03-3100014529652019-07-192019-07-1900014529652021-03-3100014529652021-12-310001452965utrs:ComputerAndSoftwareMember2021-12-310001452965us-gaap:RedeemableConvertiblePreferredStockMember2021-03-3100014529652019-07-190001452965utrs:TwoThousandTwentyOneEmployeeStockPurchasePlanMember2021-10-3100014529652022-05-060001452965utrs:ContingentConsiderationLiabilityMember2021-03-3100014529652021-10-142021-10-140001452965utrs:UnvestedEarlyExercisedCommonStockOptionsMember2021-01-012021-03-310001452965us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-12-310001452965utrs:SymphionMember2022-01-012022-03-310001452965utrs:CIBCAgreementMember2021-10-082021-10-080001452965utrs:RedeemableConvertiblePreferredStockWarrantsMember2022-01-012022-03-310001452965us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-310001452965us-gaap:TrademarksMember2022-03-310001452965us-gaap:CostOfSalesMember2021-01-012021-03-310001452965us-gaap:SellingAndMarketingExpenseMember2022-01-012022-03-310001452965us-gaap:ToolsDiesAndMoldsMember2022-01-012022-03-310001452965us-gaap:CommonStockMember2022-03-3100014529652020-12-310001452965utrs:CIBCAgreementMember2022-01-012022-03-310001452965us-gaap:RetainedEarningsMember2021-01-012021-03-310001452965us-gaap:TrademarksMember2021-12-310001452965utrs:GenesysHTAMember2022-01-012022-03-310001452965utrs:HologicIncAndCytycSurgicalProductsLlcMember2018-07-272018-07-270001452965utrs:RedeemableConvertiblePreferredStockWarrantsMember2021-01-012021-03-310001452965us-gaap:RetainedEarningsMember2022-03-310001452965us-gaap:FurnitureAndFixturesMember2021-12-310001452965us-gaap:RestrictedStockUnitsRSUMember2022-01-012022-03-310001452965us-gaap:CommonStockMember2022-01-012022-03-3100014529652021-10-210001452965us-gaap:RedeemableConvertiblePreferredStockMember2020-12-310001452965utrs:EquipmentUnderCustomerUsageAgreementsMember2021-12-310001452965us-gaap:SuretyBondMemberutrs:HologicIncAndCytycSurgicalProductsLlcMember2020-11-112020-11-1100014529652017-05-092017-05-090001452965us-gaap:FurnitureAndFixturesMember2022-03-310001452965us-gaap:RedeemableConvertiblePreferredStockMember2021-01-012021-03-310001452965utrs:ContingentConsiderationLiabilityMember2021-01-012021-03-3100014529652022-03-31iso4217:USDxbrli:sharesxbrli:pureutrs:Customerxbrli:sharesiso4217:USD

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

(Mark One)

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

For the quarterly period ended March 31, 2022

OR

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

For the transition period from _____ to _____

Commission File Number: 001-40919

 

MINERVA SURGICAL, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware

26-3422906

( State or other jurisdiction of

incorporation or organization)

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

4255 Burton Dr.

Santa Clara, CA

95054

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (855) 646-7874

 

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

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, $ 0.001 par value

 

UTRS

 

The Nasdaq Stock Market LLC

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

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

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

 

Large accelerated filer

 

 

Accelerated filer

 

Non-accelerated filer

 

 

Smaller reporting company

 

Emerging growth company

 

 

 

 

 

 

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

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

As of May 6, 2022 the registrant had 28,834,617 shares of common stock, $0.001 par value per share, outstanding.

 

 

 

 


 

Table of Contents

 

 

 

Page

 

 

 

PART I.

FINANCIAL INFORMATION

 

 

 

 

Item 1.

Financial Statements (Unaudited)

1

 

Condensed Balance Sheets

1

 

Condensed Statements of Operations

2

 

Condensed Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity

3

 

Condensed Statements of Cash Flows

4

 

Notes to Condensed Financial Statements

5

Item 2.

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

19

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

28

Item 4.

Controls and Procedures

28

 

 

 

PART II.

OTHER INFORMATION

30

 

 

 

Item 1.

Legal Proceedings

30

Item 1A.

Risk Factors

31

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

71

Item 3.

Defaults Upon Senior Securities

72

Item 4.

Mine Safety Disclosures

72

Item 5.

Other Information

72

Item 6.

Exhibits

72

Signatures

74

 

 

 

 

 

 

 

 

 


 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q (Quarterly Report) contains forward-looking statements. All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding our future results of operations and financial position, business strategy, commercial activities and costs, research and development costs, timing and likelihood of success, as well as plans and objectives of management for future operations, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that are in some cases beyond our control and may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “would,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements contained in this Quarterly Report include, but are not limited to, statements about:

•estimates of our addressable market, market growth, future revenue, key performance indicators, expenses, capital requirements, and our needs for additional financing;

•our expectations regarding the rate and degree of physician, patient, and hospital awareness and acceptance of our treatments for abnormal uterine bleeding (AUB);

•our ability to establish and maintain intellectual property protection for our products or avoid, defend, or pursue claims of infringement;

•our ability to retain and expand our experienced commercial team and increase its productivity;

•the integration of our newly acquired products into our existing sales and marketing organization;

•the size and growth of the addressable market for the treatment of AUB;

•competitive companies and technologies and our industry;

•our ability to increase our manufacturing production and decrease our fixed manufacturing costs;

•the performance of third-party manufacturers and suppliers;

•our ability to research, develop and commercialize new products;

•the impact of COVID-19 and its variants on our business and on the market for the treatment of AUB;

•the potential effects of government regulation;

•our ability to hire and retain key personnel and to manage our future growth effectively;

•our ability to obtain additional financing in future offerings;

•the volatility of the trading price of our common stock;

•the impact of local, regional, and national and international economic conditions including inflation and events including the outbreak of war in Ukraine;

•our expectations about market trends;

•our anticipated use of our existing resources; and

•other risks and uncertainties, including those listed in the section titled “Risk factors.”

We have based these forward-looking statements largely on our current expectations and projections about our business, the industry in which we operate and financial trends that we believe may affect our business, financial condition, results of operations and prospects, and these forward-looking statements are not guarantees of future performance or development. These forward-looking statements are current only as of the date of this Quarterly Report and are subject to a number of risks, uncertainties and assumptions described in the section titled “Risk Factors” and elsewhere in this Quarterly Report. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements.

 


 

Except as required by applicable law, we undertake no obligation to update or revise any forward-looking statements contained herein to reflect events or circumstances after the date of this Quarterly Report, whether as a result of any new information, future events or otherwise.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.

 


 

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

Minerva Surgical, Inc.

Condensed Balance Sheets

(in thousands, except share and per share amounts)

(Unaudited)

 

 

 

 

March 31, 2022

 

 

December 31, 2021

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

27,904

 

$

40,608

Restricted cash, current

 

 

7,283

 

 

7,283

Accounts receivable, net

 

 

7,150

 

 

7,292

Inventory

 

 

16,004

 

 

15,682

Prepaid expenses and other current assets

 

 

3,142

 

 

4,139

Total current assets

 

 

61,483

 

 

75,004

Restricted cash, net of current portion

 

 

524

 

 

524

Intangible assets, net

 

 

32,938

 

 

34,970

Property and equipment, net

 

 

4,817

 

 

4,594

Operating lease right-of-use asset

 

 

741

 

 

  —

Total assets

 

$

100,503

 

$

115,092

Liabilities and stockholders’ equity

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

Accounts payable

 

$

3,061

 

$

3,629

Accrued compensation

 

 

2,887

 

 

3,518

Accrued liabilities

 

 

10,748

 

 

10,662

Contingent consideration liability, current

 

 

8,943

 

 

5,000

Operating lease liability

 

 

831

 

 

  —

Total current liabilities

 

 

26,470

 

 

22,809

Long-term debt

 

 

39,146

 

 

39,085

Operating lease liability, net of current portion

 

 

143

 

 

  —

Contingent consideration liability, net of current portion

 

 

  —

 

 

9,094

Total liabilities

 

 

65,759

 

 

70,988

Commitments and contingencies (Note 8)

 

 

 

 

 

 

Stockholders` equity:

 

 

 

 

 

 

Preferred stock, $0.001 par value, 5,000,000 shares authorized as of March 31, 2022 and December 31, 2021, respectively; no shares issued and outstanding as of March 31, 2022 and December 31, 2021

 

 

 

 

Common stock, $0.001 par value, 100,000,000 shares authorized as of March 31, 2022 and December 31, 2021; 28,827,449 and 28,822,283 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively

 

 

28

 

 

28

Additional paid-in capital

 

 

295,186

 

 

293,621

Accumulated other comprehensive income

 

 

11

 

 

11

Accumulated deficit

 

 

(260,481)

 

 

(249,556)

Total stockholders’ equity

 

 

34,744

 

 

44,104

Total liabilities and stockholders’ equity

 

$

100,503

 

$

115,092

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

1


 

Minerva Surgical, Inc.

Condensed Statements of Operations

(in thousands, except share and per share amounts)

(Unaudited)

 

 

 

Three Months Ended March 31

 

 

2022

 

 

2021

Revenues

$

10,935

 

$

11,838

Cost of goods sold

 

5,522

 

 

5,005

Gross profit

 

5,413

 

 

6,833

Operating expenses

 

 

 

 

 

Sales and marketing

 

9,473

 

 

6,469

General and administrative

 

4,985

 

 

4,003

Research and development

 

1,255

 

 

1,151

Total operating expenses

 

15,713

 

 

11,623

Loss from operations

 

(10,300)

 

 

(4,790)

Interest income

 

9

 

 

1

Interest expense (includes $nil million and $1.4 million to related parties in three months ended March 31, 2022 and 2021, respectively)

 

(632)

 

 

(3,451)

Change in fair value of derivative liabilities

 

  —

 

 

(6,121)

Other income (expense), net

 

(2)

 

 

(587)

Net loss before income taxes

 

(10,925)

 

 

(14,948)

Income tax benefit (expense)

 

  —

 

 

  —

Net loss

$

(10,925)

 

$

(14,948)

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

$

(0.38)

 

$

(12.77)

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

 

28,480,745

 

 

1,170,458

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

2


 

Minerva Surgical, Inc.

Condensed Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity

(in thousands, except share amounts)

(Unaudited)

 

 

 

Common stock

 

Additional

 

Accumulated other comprehensive

 

Accumulated

 

Total stockholders'

 

Shares

 

 

Amount

 

paid-in capital

 

income

 

deficit

 

equity

Balances, January 1, 2022

28,822,283

 

$

28

 

$

293,621

 

$

11

 

$

(249,556)

 

$

44,104

Issuance of common stock upon exercise of stock options

5,166

 

 

  —

 

 

3

 

 

  —

 

 

  —

 

 

3

Vesting of early exercised stock options

  —

 

 

  —

 

 

39

 

 

  —

 

 

  —

 

 

39

Stock-based compensation expense

  —

 

 

  —

 

 

1,523

 

 

  —

 

 

  —

 

 

1,523

Net loss

  —

 

 

  —

 

 

  —

 

 

  —

 

 

(10,925)

 

 

(10,925)

Balances, March 31, 2022

28,827,449

 

$

28

 

$

295,186

 

$

11

 

$

(260,481)

 

$

34,744

 

 

Redeemable convertible
preferred stock

 

Common stock

 

Additional

 

Accumulated other comprehensive

 

Accumulated

 

Total stockholders'

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

paid-in capital

 

income

 

deficit

 

equity

Balances, January 1, 2021

12,397,838

 

$

123,255

 

 

1,192,299

 

$

1

 

$

6,269

 

$

11

 

$

(228,092)

 

$

(221,811)

Issuance of common stock upon exercise of stock options

  —

 

 

  —

 

 

1,465,158

 

 

2

 

 

884

 

 

  —

 

 

  —

 

 

886

Issuance of common stock upon early exercise of stock options

  —

 

 

  —

 

 

363,555

 

 

  —

 

 

  —

 

 

  —

 

 

  —

 

 

  —

Stock-based compensation expense

  —

 

 

  —

 

 

  —

 

 

  —

 

 

131

 

 

  —

 

 

  —

 

 

131

Net loss

  —

 

 

  —

 

 

  —

 

 

  —

 

 

  —

 

 

  —

 

 

(14,948)

 

 

(14,948)

Balances, March 31, 2021

12,397,838

 

$

123,255

 

 

3,021,012

 

$

3

 

$

7,284

 

$

11

 

$

(243,040)

 

$

(235,742)

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

3


 

Minerva Surgical, Inc.

Condensed Statements of Cash Flows

(in thousands)

(Unaudited)

 

 

Three Months Ended March 31,

 

 

2022

 

 

2021

Cash Flows From Operating Activities:

 

 

 

 

 

Net loss

$

                     (10,925)

 

$

                     (14,948)

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

 

 

 

 

 

Amortization of debt discount and debt issuance costs

 

61

 

 

1,056

Non-cash interest expense from long-term debt and convertible notes

 

  —

 

 

1,913

Depreciation and amortization

 

2,668

 

 

2,643

Non-cash lease expense

 

153

 

 

  —

Stock-based compensation expense

 

1,523

 

 

131

Change in fair value of redeemable convertible preferred stock warrant liability

 

  —

 

 

582

Change in fair value of contingent consideration liability

 

  (151)

 

 

  (204)

Change in fair value of derivative liabilities

 

  —

 

 

6,121

Property and equipment impairments

 

10

 

 

  —

Net changes in operating assets and liabilities, net of acquired businesses:

 

 

 

 

 

Accounts receivable, net

 

142

 

 

910

Inventory

 

                       (1,127)

 

 

                       (2,755)

Prepaid expenses and other current assets

 

997

 

 

                          (187)

Accounts payable

 

                          (550)

 

 

1,850

Accrued liabilities

 

402

 

 

556

Accrued compensation

 

                          (631)

 

 

                          (589)

Operating lease liability

 

(197)

 

 

  —

Net cash used in operating activities

 

                       (7,625)

 

 

                       (2,921)

Cash Flows From Investing Activities:

 

 

 

 

 

Purchase of property and equipment

 

                            (82)

 

 

                          (401)

Net cash used in investing activities

 

                            (82)

 

 

                          (401)

Cash Flows From Financing Activities:

 

 

 

 

 

Proceeds from issuance of common stock

 

3

 

 

886

Payment of contingent consideration

 

  (5,000)

 

 

  —

Net cash (used in) provided by financing activities

 

                       (4,997)

 

 

886

Net decrease in cash, cash equivalents and restricted cash

 

                     (12,704)

 

 

                       (2,436)

Cash, cash equivalents and restricted cash at the beginning of the period

 

48,415

 

 

25,166

Cash, cash equivalents and restricted cash at the end of the period

$

35,711

 

$

22,730

Reconciliation of cash, cash equivalents and restricted cash to balance sheets

 

 

 

 

 

Cash and cash equivalents

$

27,904

 

$

14,923

Restricted cash

 

7,807

 

 

7,807

Cash, cash equivalents and restricted cash in balance sheets

$

35,711

 

$

22,730

Supplemental Disclosure of Cash Flow Information:

 

 

 

 

 

Cash paid for interest

$

568

 

$

458

Supplemental Disclosure of Non-cash Items:

 

 

 

 

 

Vesting of early exercised stock options

$

39

 

$

  —

Purchases of property and equipment included in accounts payable

$

18

 

$

44

Net reclassification of inventory to property and equipment for customer usage agreements

$

805

 

$

747

Right of use asset acquired under operating lease on the adoption of ASC 842

$

894

 

$

  —

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

4


 

Minerva Surgical, Inc.

Notes to Interim Condensed Consolidated Financial Statements (Unaudited)

1. Formation and Business of the Company

The Company

Minerva Surgical, Inc. (the Company, we, us, and our) was incorporated in the state of Delaware on November 3, 2008. The Company's headquarters are in Santa Clara, California. The Company is a medical device company that develops therapeutic devices that treat abnormal uterine bleeding in a minimally invasive manner. The Company commenced commercial introduction of its products in the United States in 2015 following the clearance by the U.S. Food and Drug Administration (FDA).

In May 2020, the Company acquired certain assets from Boston Scientific Corporation (BSC) to broaden its product offerings to its customers. The Company derives all of its revenue from sales to customers in the United States through a direct sales force.

Initial Public Offering

On October 21, 2021, the Company's registration statement on Form S-1 (File No. 333- 259832) relating to its initial public offering (IPO) of common stock became effective. The Company issued and sold 6,250,000 shares of its common stock at a public offering price of $12.00 per share, for aggregate gross proceeds of $75.0 million. The Company received $69.8 million in net proceeds after deducting underwriting discounts and commissions. The total IPO offering costs other than underwriting discounts and commissions were $3.2 million.

In connection with the completion of its IPO, on October 21, 2021, the Company's certificate of incorporation was amended and restated to provide for 100,000,000 authorized shares of common stock with a par value of $0.001 per share and 5,000,000 authorized shares of preferred stock with a par value of $0.001 per share.

Immediately prior to the IPO, $79.2 million in aggregate outstanding principal and accrued interest of the convertible promissory notes converted into 7,006,228 shares of redeemable convertible preferred stock at a conversion price of $11.31 per share. Also, immediately prior to the closing, all outstanding shares of the Company's redeemable convertible preferred stock (including those issued upon conversion of the convertible promissory notes) converted into 19,404,066 shares of common stock which resulted in the reclassification of the carrying value of the preferred stock to common stock and additional paid-in capital.

Liquidity

The Company incurred a net loss of $10.9 million and $14.9 million during the three months ended March 31, 2022 and 2021, respectively, and had an accumulated deficit of $260.5 million as of March 31, 2022. The Company had cash and cash equivalents of $27.9 million as of March 31, 2022.

The Company has incurred significant operational losses since inception and expects to continue to incur significant expenses and increasing operating losses for the foreseeable future. Historically, the Company’s activities have been financed through private placements of equity securities and debt. On October 21, 2021, the Company completed the IPO, and received approximately $69.8 million in net proceeds after deducting underwriting discounts and commissions.

Management believes that the Company’s existing cash and cash equivalents allow the Company to finance its operations for at least the next 12 months from the date of issuance of these unaudited interim condensed financial statements.

 

Impact of the COVID-19 pandemic

 

The COVID-19 pandemic and the resulting economic downturn have impacted business conditions in the industry in which the Company operates. Since March 2020, the Company’s net sales were negatively impacted by the COVID-19 pandemic as hospitals and ambulatory surgical centers (ASCs) delayed or canceled elective procedures. In response to the pandemic, many state and local governments in the U.S. issued orders that temporarily precluded elective procedures in order to conserve scarce health system resources. The decrease in hospital and ASCs admission rates and elective surgeries reduced both the number of patients being evaluated for treatment with and demand for elective procedures using the Company's products.

 

In March 2020, the governor of California, where the Company’s headquarters are located, issued “stay at home” orders limiting non-essential activities, travel, and business operations. Such orders or restrictions have resulted in reduced operations at the Company’s headquarters (including manufacturing facility), work stoppages, slowdowns and delays, travel restrictions and cancellation of events and have restricted the efforts of the Company’s sales representatives, thereby significantly and negatively impacting the Company’s operations. These orders and restrictions have significantly decreased the number of procedures performed using the Company’s products and otherwise negatively impacted sales and operations.

5


 

 

The Company experienced a second wave of slower than expected revenue growth in the second half of 2021, when certain state governments responding to a second wave of COVID-19 infection rates, reinstated hospital and ASC closures for elective procedures. This trend continued for the first three months ended March 31, 2022.

 

 

The Company has taken necessary precautions to safeguard its employees, patients, customers, and other stakeholders from the COVID-19 pandemic, while maintaining business continuity to support its patients, customers and employees. The timing, extent and continuation of any increase in procedures, and any corresponding increase in sales of the Company’s products, and whether there could be a future decrease in the current level of procedures as a result of the COVID-19 pandemic or otherwise, remain uncertain and are subject to a variety of factors.

 

The Company is continuing to monitor the impact of the COVID-19 pandemic on its employees and customers and on the markets in which it operates and will take further actions that the Company considers prudent to address the COVID-19 pandemic, while ensuring that it can support its customers and continue to develop its products.

 

The ultimate extent of the impact of the COVID-19 pandemic on the Company is highly uncertain and subject to change. This impact may result in a material, adverse impact on liquidity, capital resources, supply chain, operations and revenue and may affect third parties in which the Company relies and could worsen over time. The extent of the continuing resurgence of COVID-19, the efficacy and extent of distribution of vaccines, and the impact of variants of COVID-19 is unpredictable.

 

2. Summary of Significant Accounting Policies

Basis of presentation

The accompanying financial statements have been prepared using accounting principles generally accepted in the United States of America (GAAP). Certain prior year amounts have been reclassified to conform to the current year presentation.

Reverse Stock Split

On October 14, 2021, the Company effected a 1-for-6.046 reverse stock split of its outstanding common stock and redeemable convertible preferred stock. Upon the effectiveness of the reverse stock split, all issued and outstanding shares of common stock options to purchase common stock, warrants, instruments convertible to shares, redeemable convertible preferred stock and related share data and per share amounts contained in the accompanying financial statements were retroactively revised to reflect this reverse stock split for all periods presented. The par value of the authorized stock was not adjusted as a result of the reverse stock split.

Unaudited interim financial information

The accompanying condensed balance sheet as of March 31, 2022, the condensed statements of operations, the condensed statements of redeemable convertible preferred stock and stockholders’ equity and condensed statements of cash flows for the three month periods ended March 31, 2022 and 2021 are unaudited. The unaudited interim condensed financial statements have been prepared on the same basis as the 2021 audited annual financial statements and, in the opinion of management, reflect all adjustments, which include normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2022 and the results of its operations and its cash flows for the three month periods ended March 31, 2022 and 2021. The financial data and other information disclosed in these notes related to the three month periods ended March 31, 2022 and 2021 are also unaudited. The results for the three month period ended March 31, 2022 are not necessarily indicative of results to be expected for the year ending December 31, 2022, any other interim periods, or any future year or period. The balance sheet as of December 31, 2021 included herein was derived from the audited financial statements as of that date. Certain disclosures have been condensed or omitted from the interim condensed financial statements. These unaudited interim condensed financial statements should be read in conjunction with the audited annual financial statements and related notes. The significant accounting policies used in the preparation of the unaudited condensed financial statements for the three month periods ended March 31, 2022 and 2021, are consistent with those discussed in Note 2 to the audited financial statements and notes thereto for the year ended December 31, 2021, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the Securities and Exchange Commission (SEC) on March 23, 2022. There have been no significant changes in the significant accounting policies or critical accounting estimates since December 31, 2021, except for the accounting policy related to ASU 2016-02, Leases discussed below.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Although these estimates are based on the

6


 

Company’s knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from these estimates and assumptions.

Significant estimates and assumptions include accounts receivable allowances, inventory allowances, recoverability of long-term assets, valuation of equity instruments and equity-linked instruments, valuation of common stock, stock-based compensation, valuation of the redeemable convertible preferred stock warrant liability and derivative liabilities, valuation and estimated useful lives of intangible assets, deferred tax assets and related valuation allowances, impact of contingencies and the Company’s incremental borrowing rate.

Fair value of financial instruments

The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities, approximate their fair value due to the short-term nature of these assets and liabilities. Based on the borrowing rates currently available to the Company for debt with similar terms and consideration of default and credit risk, the carrying values of the term loans approximate their fair values. Refer to Note 5 for further details.

Concentration of credit risk

Financial instruments that potentially subject the Company to concentrations of risk consist principally of cash, cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents balances with established financial institutions and, at times, such balances with any one financial institution may be in excess of the Federal Deposit Insurance Corporation (FDIC) insured limits.

The Company earns revenue from sale of disposable devices and controllers to customers such as hospitals, ambulatory surgical centers and physician offices. The Company’s accounts receivable are derived from revenue earned from customers. The Company performs ongoing credit evaluations of its customers’ financial condition and generally requires no collateral from its customers. At March 31, 2022 and 2021, and for the periods then ended, no customer accounted for more than 10.0% of accounts receivable or revenue.

Concentration of suppliers

The Company purchases certain components of its products from a single or small number of suppliers. A change in or loss of these suppliers could cause a delay in filling customer orders and a possible loss of sales, which could adversely affect our results of operations; however, management believes that suitable replacement suppliers could be obtained in such an event.

Lease

Prior to January 1, 2022, the Company met the requirements to account for leases of its facilities as operating leases under ASC 840. The Company recognized rent expense on a straight-line basis over the non-cancellable lease term. Where leases contain escalation clauses, rent abatements or concessions, such as rent holidays and landlord or tenant incentives or allowances, the Company applied them in the determination of straight-line rent expense over the lease term. The Company recorded the difference between the rent paid and the straight-line rent as a deferred rent liability.

 

Upon adoption of ASU 2016-02, Leases (Topic 842), and the related amendments (ASC 842), on January 1, 2022, the Company determines if an arrangement includes a lease at inception by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset for a period of time in exchange for consideration. Operating leases with a term of more than one year are included in operating lease right-of-use (ROU) assets and operating lease liabilities on the Company's balance sheet. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments. Operating lease ROU assets and liabilities are recognized on the lease commencement date based on the present value of the future minimum lease payments over the lease term. The Company uses the incremental borrowing rate commensurate with the lease term based on the information available at the lease commencement date in determining the present value of the lease payments as the Company's leases generally do not provide an implicit rate. ROU assets initially equal the lease liability, adjusted for any prepaid lease payments and initial direct costs incurred, less any lease incentives received. Lease expense is recognized on a straight-line basis over the lease term when leases are operating leases. For a finance lease, expense is recognized over the lease term within interest expense and amortization in the Company’s statements of operations. The Company also has lease arrangements with lease and non-lease components. The Company elected the practical expedient not to separate non-lease components from lease components for the Company's facility leases and to account for the lease and non-lease components as a single lease component. The Company also elected to apply the short-term lease measurement and recognition exemption in which ROU assets and lease liabilities are not recognized for leases with terms of 12 months or less. Variable lease payments are expensed as incurred.

Assumptions made by the Company at the commencement date are re-evaluated upon occurrence of certain events, including a lease modification. A lease modification results in a separate contract when the modification grants the lessee an additional right of use not

7


 

included in the original lease and when lease payments increase commensurate with the standalone price for the additional right of use. When a lease modification results in a separate contract, it is accounted for in the same manner as a new lease.

Net loss per share attributable to common stockholders

Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders, by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, redeemable convertible preferred stock, redeemable convertible preferred stock warrants, convertible notes, common stock subject to repurchase, restricted stock units and common stock options are considered to be potentially dilutive securities. Basic and diluted net loss attributable to common stockholders per share is presented in conformity with the two-class method required for participating securities as the redeemable convertible preferred stock is considered a participating security because it participates in dividends with common stock. The Company also considers the shares issued upon the early exercise of stock options subject to repurchase to be participating securities, because holders of such shares have non-forfeitable dividend rights in the event a dividend is paid on common stock. The holders of all series of redeemable convertible preferred stock did not have a contractual obligation to share in the Company’s losses for the three month period ended March 31, 2021. Prior to the three month period ended March 31, 2022 all the redeemable convertible preferred stock were converted into shares of common stock. As such, the net loss was attributed entirely to common stockholders. Because the Company has reported a net loss for the three month periods ended March 31, 2022 and 2021, diluted net loss per common share is the same as basic net loss per common share for the two periods presented.

 

3. Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

The Company adopted ASC 842 effective January 1, 2022, using the modified retrospective approach with a cumulative effect adjustment to the accumulated deficit at the beginning of the period of adoption. The Company elected the transition practical expedient package, including (1) to not reassess whether any expired or existing contract are or contain leases; (2) to maintain existing lease classifications for expired or existing leases; and (3) to not reassess whether previously capitalized initial direct costs qualify for capitalization under Topic ASC 842. Upon adoption of ASC 842, the Company recognized a right of use (ROU) asset of $0.9 million and an operating lease liability of $1.2 million and derecognized deferred rent of $0.3 million related to the operating leases on the balance sheets as of January 1, 2022 with no impact to the condensed statements of operations, condensed statements of redeemable convertible preferred stock and stockholder’s equity or condensed statements of cash flows. The additional disclosures required by the new standard have been included in Note 8, Commitments and Contingencies.

4. Revenue

Disaggregation of revenue

 

 

 

Three Months Ended March 31

 

 

2022

 

 

2021

Minerva ES

 

44.0%

 

 

46.4%

Genesys HTA

 

30.3%

 

 

32.8%

Symphion

 

25.1%

 

 

19.4%

Other

 

0.6%

 

 

1.4%

 

 

100%

 

 

100%

For the three month periods ended on March 31, 2022 and 2021, approximately 99.4% and 98.6% of the Company’s revenue is subject to point-in-time recognition for single-use (disposable) products and capital equipment. Sale of extended warranties on capital equipment represents less than 1.0% and 1.4% of the Company’s revenue for the three month periods ended on March 31, 2022 and 2021. In addition, as of March 31, 2022 and 2021, more than 97.0% and 95.8% of the Company’s total revenue is derived from the sale of single-use (disposable) products; therefore, the Company did not include disaggregated revenue data to present the amounts attributed to capital equipment, associated warranties, and miscellaneous revenue separately.

 

8


 

Contract balances

The Company’s contract balances consist of the following (in thousands):

 

 

March 31,

 

December 31,

 

 

2022

 

 

2021

Accounts receivable

$

7,150

 

$

7,292

Contract liability—current (see "Note 6")

$

281

 

$

206

 

5. Fair value measurements

ASC 820, Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820 are described below:

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

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

Level 3—Unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value.

Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis—Financial assets held by the Company measured at fair value on a recurring basis include money market funds which are classified as Level 1 within the fair value hierarchy as the inputs used to measure fair value are quoted prices in active markets for identical assets. Contingent consideration liability is remeasured at fair value as of each reporting period and is considered a Level 3 measurement.

Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability.

Fair value of assets and liabilities

The following tables summarizes the types of assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands):

 

March 31, 2022

 

Level 1

 

Level 2

 

Level 3

 

Total

Assets:

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

Money market funds

$

26,281

 

$

  —

 

$

  —

 

$

26,281

Total financial assets

$

26,281

 

$

  —

 

$

  —

 

$

26,281

Liability:

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration liability

$

  —

 

$

  —

 

$

8,943

 

$

8,943

Total financial liabilities

$

  —

 

$

  —

 

$

8,943

 

$

8,943

 

 

December 31, 2021

 

Level 1

 

Level 2

 

Level 3

 

Total

Assets:

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

Money market funds

$

38,522

 

$

  —

 

$

  —

 

$

38,522

Total financial assets

$

38,522

 

$

  —

 

$

  —

 

$

38,522

Liability:

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration liability

$

  —

 

$

  —

 

$

14,094

 

$

14,094

Total financial liabilities

$

  —

 

$

  —

 

$

14,094

 

$

14,094

 

9


 

 

Contingent consideration related to the BSC development and revenue milestones is recorded at fair value as measured on the date of acquisition. The value recorded is based on estimates of future financial projections under various potential scenarios, and is subject to remeasurement to fair value at each balance sheet date, with any changes in fair value recognized in general and administrative expense, in the statements of operations.

The redeemable convertible preferred stock warrant liability is classified within Level 3 of the fair value hierarchy because it is valued using the Black-Scholes pricing model, which requires subjective unobservable inputs.

The redeemable convertible preferred stock warrant liability was valued using the following assumptions under the Black-Scholes option-pricing model:

 

 

March 31, 2021

Expected dividends

 

0%

Expected volatility

 

49.3% -53.5%

Risk-free interest rate

 

1.2% -1.6%

Expected warrant life

 

6.1-8.3 years

 

The fair value of the mandatory prepayment derivative liability, as a result of a change in control, was calculated using the “with and without” methodology at loan issuance. The “with and without” methodology involves valuing the term loan on an as-is basis and then valuing the term loan without the embedded derivatives. The difference between the value of the term loan with the embedded derivatives and the value without each individual embedded derivative equals the fair value of the embedded derivative. On the subsequent dates, the Company used an income approach to value the term loan derivative liabilities, where the proceeds to the lenders were estimated, adjusted by the opportunity cost of the lenders for foregoing the debt portion of the instrument. Upon repayment of the Ares Loan in October 2021, the mandatory prepayment derivative liability had no value, because the Company assessed the probability of change in control event to be zero after the IPO.

The Company valued the convertible notes derivative liabilities using the income approach, where the proceeds to the convertible noteholders were estimated under different future scenarios, adjusted by the opportunity cost of the convertible noteholders for foregoing the debt portion of the instrument. Each outcome was probability-weighted based on future estimates. Upon the closing of the IPO in October 2021, the 2018, 2019, and 2020 Notes converted into Series D redeemable convertible preferred stock pursuant to automatic conversion feature of the convertible notes. Due to the conversion of the 2018, 2019, and 2020 Notes, the associated derivative liabilities were revalued and extinguished with the change in fair value recorded as other income in the Company’s Statement of Operations.

The change in fair value of the redeemable convertible preferred stock warrant liability, derivative liabilities and contingent consideration liability are summarized below (in thousands):

 

 

Redeemable
convertible
preferred
stock
warrant
liability

 

 

Derivative
liabilities

 

 

Contingent
consideration
liability

Beginning fair value, January 1, 2021

$

42

 

$

38,007

 

$

23,667

Change in fair value

 

582

 

 

6,121

 

 

                          (204)

Ending fair value, March 31, 2021

$

624

 

$

44,128

 

$

23,463

 

 

 

Contingent
consideration
liability

Beginning fair value, January 1, 2022

$

14,094

Change in fair value

 

(151)

Payment

 

(5,000)

Ending fair value, March 31, 2022

$

8,943

 

10


 

6. Balance Sheet Components

Cash and cash equivalents

The Company’s cash and cash equivalents consist of the following (in thousands):

 

 

March 31,

 

December 31,

 

 

2022

 

 

2021

Cash

$

1,623

 

$

2,086

Cash equivalents:

 

 

 

 

 

Money market funds

 

26,281

 

 

38,522

Total cash and cash equivalents

$

27,904

 

$

40,608

 

Inventory

Inventory consists of the following (in thousands):

 

 

March 31,

 

December 31,

 

 

2022

 

 

2021

Finished goods

$

9,194

 

$

9,495

Component materials

 

6,810

 

 

6,187

Total inventory

$

16,004

 

$

15,682

 

Prepaid expenses and other current assets

Prepaid expenses and other current assets consist of the following (in thousands):

 

 

March 31,

 

December 31,

 

 

2022

 

 

2021

Prepaid expenses

$

1,238

 

$

1,264

Prepaid insurance

 

1,804

 

 

2,726

Other current assets

 

100