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 September 30, 2021
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: 001-39516
Owlet, Inc.
(Exact Name of Registrant as Specified in its Charter)
|
Delaware |
85-1615012 |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer
|
|
2500 Executive Parkway, Ste. 500 Lehi, UT |
84043 |
|
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (844) 334-5330
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, $0.0001 par value per share |
|
OWLT |
|
New York Stock Exchange |
|
Warrants to purchase common stock |
|
OWLT WS |
|
New York Stock Exchange |
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 November 15, 2021, the registrant had 112,848,462 shares of common stock, $0.0001 par value per share, outstanding.
Table of Contents
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Page |
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PART I. |
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Item 1. |
3 |
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3 |
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Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) |
4 |
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5 |
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7 |
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Notes to Condensed Consolidated Financial Statements (Unaudited) |
8 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
28 |
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Item 3. |
40 |
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Item 4. |
41 |
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PART II. |
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Item 1. |
43 |
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Item 1A. |
43 |
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Item 2. |
89 |
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Item 3. |
90 |
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Item 4. |
90 |
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Item 5. |
90 |
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Item 6. |
90 |
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92 |
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains forward-looking statements. All statements other than statements of historical facts contained in this prospectus, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
In some cases, you can identify forward-looking statements by terms such as “may,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this prospectus are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Quarterly Report and are subject to a number of important factors that could cause actual results to differ materially from those in the forward-looking statements, including the risks, uncertainties and assumptions. These forward-looking statements are subject to numerous risks, including, without limitation, the following:
|
|
• |
|
the impact of the Warning Letter, dated October 1, 2021, from the United States Food and Drug Administration, the subsequent suspension of distribution of the Owlet Smart Sock in the U.S. and our ability to obtain marketing authorization for the Owlet Smart Sock or initiate distribution of the Owlet Dream Sock; |
|
|
• |
|
the impact of the COVID-19 pandemic on our business, financial condition, results of operations, supply chain constraints, and logistics; |
|
|
• |
|
our ability to realize the benefits of the Merger, which may be affected by, among other things, competition and our ability to grow and manage growth profitably; |
|
|
• |
|
legal proceedings, regulatory disputes, and governmental inquiries; |
|
|
• |
|
privacy and data protection laws, privacy or data breaches, or the loss of data; |
|
|
• |
|
the impact of changes in consumer spending patterns, consumer preferences, local, regional and national economic conditions, crime, weather, demographic trends and employee availability; |
|
|
• |
|
any defects in new products or enhancements to existing products; |
|
|
• |
|
our ability to continue to develop new products and innovations to meet constantly evolving customer demands; |
|
|
• |
|
our ability to obtain and maintain regulatory approval for our products, and any related restrictions and limitations of any approved product; |
|
|
• |
|
expectations regarding developments with regulatory bodies, and the timeline for related submissions by us and decisions by the regulatory bodies; |
|
|
• |
|
our ability to hire, retain, manage and motivate employees, including key personnel; |
|
|
• |
|
our ability to enhance future operating and financial results; |
1
|
|
• |
|
changes in and our compliance with laws and regulations applicable to our business; |
|
|
• |
|
our ability to upgrade and maintain our information technology systems; |
|
|
• |
|
our ability to acquire and protect intellectual property; |
|
|
• |
|
our ability to successfully deploy the proceeds from the Merger; and |
|
|
• |
|
our ability to raise financing in the future. |
The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed in this Quarterly Report, may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Furthermore, the potential impact of the pandemic related to COVID-19 and variants thereof on our business operations and financial results and on the world economy as a whole may heighten the risks and uncertainties that affect our forward-looking statements described above. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included elsewhere in this Quarterly Report are not guarantees of future performance and our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate, may differ materially from the forward-looking statements included elsewhere in this Quarterly Report. In addition, even if our results of operations, financial condition and liquidity, and events in the industry in which we operate, are consistent with the forward-looking statements included elsewhere in this Quarterly Report, they may not be predictive of results or developments in future periods.
Any forward-looking statement that we make in this Quarterly Report speaks only as of the date of such statement. Except as required by law, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Quarterly Report.
2
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
Owlet, Inc.
Condensed Consolidated Balance Sheets
(In thousands, except share and per share amounts)
(unaudited)
|
Assets |
|
September 30, 2021 |
|
|
December 31, 2020 |
|
||
|
Current assets: |
|
|
|
|
|
|
||
|
Cash and cash equivalents |
|
$ |
114,896 |
|
|
$ |
17,009 |
|
|
Accounts receivable, net of allowance for doubtful accounts of $900 and $201, respectively |
|
|
24,576 |
|
|
|
10,525 |
|
|
Inventory |
|
|
10,225 |
|
|
|
7,912 |
|
|
Capitalized transaction costs |
|
|
- |
|
|
|
522 |
|
|
Prepaid expenses and other current assets |
|
|
7,088 |
|
|
|
1,646 |
|
|
Total current assets |
|
$ |
156,785 |
|
|
$ |
37,614 |
|
|
Property and equipment, net |
|
|
1,889 |
|
|
|
1,718 |
|
|
Intangible assets, net |
|
|
588 |
|
|
|
605 |
|
|
Internally developed software |
|
|
617 |
|
|
|
- |
|
|
Other assets |
|
|
398 |
|
|
|
181 |
|
|
Total assets |
|
$ |
160,277 |
|
|
$ |
40,118 |
|
|
Liabilities, Redeemable Convertible Preferred Stock, and Stockholders’ Deficit |
|
|
|
|
|
|
||
|
Current liabilities: |
|
|
|
|
|
|
||
|
Accounts payable |
|
$ |
16,460 |
|
|
$ |
16,379 |
|
|
Accrued and other expenses |
|
|
17,431 |
|
|
|
10,592 |
|
|
Deferred revenues |
|
|
1,868 |
|
|
|
1,643 |
|
|
Line of credit |
|
|
11,125 |
|
|
|
9,700 |
|
|
Current portion of related party convertible notes payable |
|
|
- |
|
|
|
6,934 |
|
|
Current portion of long-term debt |
|
|
9,435 |
|
|
|
2,024 |
|
|
Total current liabilities |
|
$ |
56,319 |
|
|
$ |
47,272 |
|
|
Deferred rent, net of current portion |
|
|
258 |
|
|
|
322 |
|
|
Long-term deferred revenues, net of current portion |
|
|
206 |
|
|
|
159 |
|
|
Long-term debt, net |
|
|
9,492 |
|
|
|
10,180 |
|
|
Preferred stock warrant liability |
|
|
- |
|
|
|
2,993 |
|
|
Common stock warrant liability |
|
|
17,014 |
|
|
|
- |
|
|
Other long-term liabilities |
|
|
13 |
|
|
|
13 |
|
|
Total liabilities |
|
$ |
83,302 |
|
|
$ |
60,939 |
|
|
Commitments and contingencies (Note 7) |
|
|
|
|
|
|
||
|
Redeemable convertible Series A and Series A-1 preferred stock, $0.0001 par value, 0 and 23,030,285 shares authorized as of September 30, 2021 and December 31, 2020, respectively; 0 and 46,395,823 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively |
|
|
- |
|
|
|
23,652 |
|
|
Redeemable convertible Series B and Series B-1 preferred stock, $0.0001 par value, 0 and 7,507,073 shares authorized as of September 30, 2021 and December 31, 2020, respectively; 0 and 15,413,489 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively |
|
|
- |
|
|
|
23,536 |
|
|
Stockholders’ equity (deficit): |
|
|
|
|
|
|
||
|
Common stock, $0.0001 par value, 1,000,000,000 and 52,000,000 shares authorized as of September 30, 2021 and December 31, 2020, respectively; 112,818,724 and 22,118,619 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively. |
|
|
11 |
|
|
|
2 |
|
|
Additional paid-in capital |
|
|
196,330 |
|
|
|
3,707 |
|
|
Accumulated deficit |
|
|
(119,366 |
) |
|
|
(71,718 |
) |
|
Total stockholders’ equity (deficit) |
|
|
76,975 |
|
|
|
(68,009 |
) |
|
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity (deficit) |
|
$ |
160,277 |
|
|
$ |
40,118 |
|
See accompanying notes to these unaudited condensed consolidated financial statements.
3
Owlet, Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(In thousands, except share and per share amounts)
(unaudited)
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
||||
|
Revenues |
|
$ |
31,505 |
|
|
$ |
21,169 |
|
|
$ |
78,354 |
|
|
$ |
54,405 |
|
|
Cost of revenues |
|
|
16,624 |
|
|
|
11,344 |
|
|
|
37,272 |
|
|
|
28,696 |
|
|
Gross profit |
|
$ |
14,881 |
|
|
$ |
9,825 |
|
|
$ |
41,082 |
|
|
$ |
25,709 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
General and administrative |
|
|
9,250 |
|
|
|
3,173 |
|
|
|
22,516 |
|
|
|
8,593 |
|
|
Sales and marketing |
|
|
13,072 |
|
|
|
5,041 |
|
|
|
26,759 |
|
|
|
13,101 |
|
|
Research and development |
|
|
6,320 |
|
|
|
2,730 |
|
|
|
14,269 |
|
|
|
7,634 |
|
|
Total operating expenses |
|
$ |
28,642 |
|
|
$ |
10,944 |
|
|
$ |
63,544 |
|
|
$ |
29,328 |
|
|
Operating loss |
|
$ |
(13,761 |
) |
|
$ |
(1,119 |
) |
|
$ |
(22,462 |
) |
|
$ |
(3,619 |
) |
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Gain on loan forgiveness |
|
|
- |
|
|
|
- |
|
|
|
2,098 |
|
|
|
- |
|
|
Interest expense, net |
|
|
(477 |
) |
|
|
(377 |
) |
|
|
(1,378 |
) |
|
|
(1,010 |
) |
|
Interest expense from contingent beneficial conversion feature |
|
|
(26,061 |
) |
|
|
- |
|
|
|
(26,061 |
) |
|
|
- |
|
|
Preferred stock warrant liability adjustment |
|
|
- |
|
|
|
1 |
|
|
|
(5,578 |
) |
|
|
9 |
|
|
Common stock warrant liability adjustment |
|
|
5,792 |
|
|
|
- |
|
|
|
5,792 |
|
|
|
- |
|
|
Loss on extinguishment of debt |
|
|
- |
|
|
|
- |
|
|
|
(182 |
) |
|
|
(172 |
) |
|
Other income (expense), net |
|
|
66 |
|
|
|
(6 |
) |
|
|
146 |
|
|
|
69 |
|
|
Total other income (expense), net |
|
$ |
(20,680 |
) |
|
$ |
(382 |
) |
|
$ |
(25,163 |
) |
|
$ |
(1,104 |
) |
|
Loss before income tax provision |
|
|
(34,441 |
) |
|
|
(1,501 |
) |
|
|
(47,625 |
) |
|
|
(4,723 |
) |
|
Income tax provision |
|
|
(15 |
) |
|
|
- |
|
|
|
(22 |
) |
|
|
- |
|
|
Net loss and comprehensive loss |
|
$ |
(34,456 |
) |
|
$ |
(1,501 |
) |
|
$ |
(47,647 |
) |
|
$ |
(4,723 |
) |
|
Net loss per share attributable to common stockholders, basic and diluted |
|
$ |
(0.36 |
) |
|
$ |
(0.07 |
) |
|
$ |
(1.00 |
) |
|
$ |
(0.22 |
) |
|
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted |
|
|
96,681,887 |
|
|
|
22,016,451 |
|
|
|
47,421,668 |
|
|
|
21,925,268 |
|
See accompanying notes to these unaudited condensed consolidated financial statements.
4
Owlet, Inc.
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)
(In thousands, except share amounts)
(unaudited)
|
|
|
Preferred Stock
|
|
|
Preferred Stock
|
|
|
Preferred Stock
|
|
|
Preferred Stock
|
|
|
|
Common Stock (1) |
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
|
Shares |
|
|
Amount |
|
|
Additional Paid-in Capital |
|
|
Accumulated Deficit |
|
|
Total Stockholders' Equity (Deficit) |
|
|||||||||||||
|
Balance as of December 31, 2020 |
|
|
26,157,622 |
|
|
$ |
9,569 |
|
|
|
20,238,201 |
|
|
$ |
14,083 |
|
|
|
12,366,306 |
|
|
$ |
18,854 |
|
|
|
3,047,183 |
|
|
$ |
4,682 |
|
|
|
|
22,118,619 |
|
|
$ |
2 |
|
|
$ |
3,707 |
|
|
$ |
(71,718 |
) |
|
|
(68,009 |
) |
|
Issuance of common stock upon exercise of stock options |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
367,432 |
|
|
|
— |
|
|
|
244 |
|
|
|
— |
|
|
|
244 |
|
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
828 |
|
|
|
— |
|
|
|
828 |
|
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(7,857 |
) |
|
|
(7,857 |
) |
|
Balance as of March 31, 2021 |
|
|
26,157,622 |
|
|
$ |
9,569 |
|
|
|
20,238,201 |
|
|
$ |
14,083 |
|
|
|
12,366,306 |
|
|
$ |
18,854 |
|
|
|
3,047,183 |
|
|
$ |
4,682 |
|
|
|
|
22,486,051 |
|
|
$ |
2 |
|
|
$ |
4,779 |
|
|
$ |
(79,575 |
) |
|
$ |
(74,794 |
) |
|
Issuance of common stock upon exercise of stock options |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
63,004 |
|
|
|
— |
|
|
|
24 |
|
|
|
— |
|
|
|
24 |
|
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
785 |
|
|
|
— |
|
|
|
785 |
|
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5,335 |
) |
|
|
(5,335 |
) |
|
Balance as of June 30, 2021 |
|
|
26,157,622 |
|
|
$ |
9,569 |
|
|
|
20,238,201 |
|
|
$ |
14,083 |
|
|
|
12,366,306 |
|
|
$ |
18,854 |
|
|
|
3,047,183 |
|
|
$ |
4,682 |
|
|
|
|
22,549,055 |
|
|
$ |
2 |
|
|
$ |
5,588 |
|
|
$ |
(84,910 |
) |
|
$ |
(79,320 |
) |
|
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization (Note 2) |
|
|
(26,157,622 |
) |
|
|
(9,569 |
) |
|
|
(20,238,201 |
) |
|
|
(14,083 |
) |
|
|
(12,366,306 |
) |
|
|
(18,854 |
) |
|
|
(3,047,183 |
) |
|
|
(4,682 |
) |
|
|
|
61,809,312 |
|
|
|
6 |
|
|
|
47,182 |
|
|
|
— |
|
|
|
47,188 |
|
|
Conversion of convertible promissory notes to common stock in connection with the reverse recapitalization (Note 6) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
4,633,507 |
|
|
|
1 |
|
|
|
7,121 |
|
|
|
— |
|
|
|
7,122 |
|
|
Beneficial conversion feature of convertible promissory notes in connection with the reverse recapitalization (Note 6) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
26,061 |
|
|
|
— |
|
|
|
26,061 |
|
|
Conversion of preferred stock warrants and common stock warrants in connection with the reverse recapitalization (Note 2) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
1,771,231 |
|
|
|
— |
|
|
|
8,571 |
|
|
|
— |
|
|
|
8,571 |
|
|
Reverse recapitalization transaction, net of fees |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
21,959,227 |
|
|
|
2 |
|
|
|
101,033 |
|
|
|
— |
|
|
|
101,035 |
|
|
Issuance of common stock upon exercise of stock options |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
96,392 |
|
|
|
— |
|
|
|
77 |
|
|
|
— |
|
|
|
77 |
|
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
697 |
|
|
|
— |
|
|
|
697 |
|
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(34,456 |
) |
|
|
(34,456 |
) |
|
Balance as of September 30, 2021 |
|
|
— |
|
|
$ |
- |
|
|
|
— |
|
|
$ |
- |
|
|
|
— |
|
|
$ |
- |
|
|
|
— |
|
|
$ |
- |
|
|
|
|
112,818,724 |
|
|
$ |
11 |
|
|
$ |
196,330 |
|
|
$ |
(119,366 |
) |
|
$ |
76,975 |
|
(1) The shares of the Company’s common and redeemable convertible preferred stock, prior to the Merger (see Note 2), have been retroactively restated as shares reflecting the exchange ratio of approximately 2.053 established in the Merger (see Note 2).
See accompanying notes to these unaudited condensed consolidated financial statements.
5
Owlet, Inc.
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)
(In thousands, except share amounts)
(unaudited)
|
|
|
Preferred Stock
|
|
|
Preferred Stock
|
|
|
Preferred Stock
|
|
|
Preferred Stock
|
|
|
|
Common Stock (1) |
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
|
Shares |
|
|
Amount |
|
|
Additional Paid-in Capital |
|
|
Accumulated Deficit |
|
|
Total Stockholders' Equity (Deficit) |
|
|||||||||||||
|
Balance as of December 31, 2019 |
|
|
26,157,622 |
|
|
$ |
9,569 |
|
|
|
20,238,201 |
|
|
$ |
14,083 |
|
|
|
12,366,306 |
|
|
$ |
18,854 |
|
|
|
3,047,183 |
|
|
$ |
4,682 |
|
|
|
|
21,700,713 |
|
|
$ |
2 |
|
|
$ |
2,293 |
|
|
$ |
(61,197 |
) |
|
$ |
(58,902 |
) |
|
Issuance of common stock upon exercise of stock options |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
241,444 |
|
|
|
— |
|
|
|
50 |
|
|
|
— |
|
|
|
50 |
|
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
181 |
|
|
|
— |
|
|
|
181 |
|
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,128 |
) |
|
|
(2,128 |
) |
|
Balance as of March 31, 2020 |
|
|
26,157,622 |
|
|
$ |
9,569 |
|
|
|
20,238,201 |
|
|
$ |
14,083 |
|
|
|
12,366,306 |
|
|
$ |
18,854 |
|
|
|
3,047,183 |
|
|
$ |
4,682 |
|
|
|
|
21,942,157 |
|
|
$ |
2 |
|
|
$ |
2,524 |
|
|
$ |
(63,325 |
) |
|
$ |
(60,799 |
) |
|
Issuance of common stock warrants in connection with debt amendment and new debt issuance |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| ||||||||||||||||||||||||||||