|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
80-0884221
|
( State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
2790 Walsh Avenue
Santa Clara, California 95051 |
|
(Address of principal executive offices) (Zip Code)
|
Large accelerated filer
|
o
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
(Do not check if a small reporting company)
|
Small reporting company
|
x
|
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
market acceptance of the miraDry energy based treatment;
|
•
|
the benefits of the miraDry treatment versus other solutions;
|
•
|
our ability to successfully sell and market the miraDry System in our existing and expanded geographies;
|
•
|
the performance of the miraDry System in clinical settings;
|
•
|
competition from existing technologies or products, or new technologies and products that may emerge;
|
•
|
the implementation of our business model and strategic plans for our business and the miraDry System;
|
•
|
the scope of protection we are able to establish and maintain for intellectual property rights covering the miraDry System;
|
•
|
our ability to obtain regulatory approval in targeted markets for the miraDry System;
|
•
|
our financial performance;
|
•
|
our ability to secure additional funding or enter into strategic partnerships;
|
•
|
developments relating to our competitors and the healthcare industry; and
|
•
|
other risks and uncertainties, including those risk factors identified in “Risk Factors” of our registration statement on Form S-1 filed with the United States Securities and Exchange Commission, or the SEC
,
on October 14, 2016, as amended on November 23, 2016, January 9, 2017 and January 30, 2017.
|
•
|
Clinical studies supporting use of the miraDry System
. Clinical studies involving more than 150 patients demonstrate that one or two miraDry procedures can noticeably and measurably reduce the amount of sweat from the axilla, or underarm. In our study involving 120 subjects, 89% of patients that received treatment experienced reduction in their sweat with no reported deaths, injuries requiring immediate medical attention to prevent death, or permanent impairment. In a second study involving 31 patients, patients reported an average of 82% sweat reduction at 12 months and 100% of patients reported as being no longer bothered by their hyperhidrosis at 24 months. We believe that the results obtained from a miraDry treatment will be durable, as sweat glands that are completely ablated do not regenerate.
|
•
|
Safety profile
. The miraDry treatment is designed to concentrate heat at the interface between the skin and fat, where the sweat glands reside. The treatment parameters have been optimized to ablate the sweat glands and protect any nearby structures (e.g. the upper part of the skin). The most common reported side effects that occur regularly are localized swelling, redness and discomfort that typically last less than a week. Less common side effects are swelling in the arm or torso, darkening of skin in the treatment area, soreness in the shoulders and arms due to procedure positioning, numbness or tingling in the arm due to the anesthesia (lasting less than 24 hours), and a tight band under the arm. Rare side effects (less than 1% of all procedures) that have been reported are altered sweating elsewhere on the body, small blisters or rashes in the treatment area, temporary altered sensation or tingling in the forearm or fingers, weakness in the arm or fingers, pain in the arm or fingers, infections, abscesses, ulcerations or burns.
|
•
|
Minimal discomfort
. Our physicians and their nurse practitioners are trained to use a high-volume anesthesia protocol in the axilla. This provides complete numbness of the treated area while protecting any underlying structures.
|
•
|
Results not technique-dependent
. The miraDry procedure was designed so that users are systematically guided step-by-step regarding the placement of the handpiece for optimal treatment results. Every patient first receives a temporary tattoo-like grid on the axilla. The grid is replicated on the treatment screen and directs the practitioner in the accurate and precise placement of energy designed for optimal results. During the treatment, which takes approximately an hour, the practitioner simply needs to follow the guide to place the handpiece and no other adjustments are needed during the treatment.
|
|
•
The color touch screen on the miraDry console provides operators with clear step-by-step visual instructions that guide the user through a miraDry procedure, providing continuous status updates and easy to follow notifications or corrective actions in the rare event of a procedure interruption.
|
•
The miraDry handpiece is used to apply the microwave energy while maintaining constant contact cooling of the skin during treatment. The handpiece also displays the heating and cooling cycles during each pulse. The handpiece is detachable to enable future product upgrades.
|
|
•
The unit is mobile, allowing a physician to easily transfer the miraDry System between treatment rooms.
|
|
•
Vents are built into the miraDry System control unit to provide airflow and reduce heat build-up. Our miraDry System can be used in a standard physician treatment room without any special ventilation requirements or room modifications.
|
|
A bioTip is required to use the miraDry System. Each bioTip is preprogrammed with enabling software that permits the miraDry System to perform a single patient treatment for a fixed duration of time. Each bioTip is programmed with an encrypted security certificate that prevents the performance of a miraDry procedure unless the bioTip is recognized and authenticated by the specific miraDry System. The security certificate is designed to ensure that physicians pay for each patient treated and prevent the use of counterfeit bioTips.
|
Efficacy measure
|
Follow-up visit time from the last treatment session
|
|||
30 day
|
3 month
|
6 month
|
12 month
|
|
% of subjects with HDSS reduction to score of 1 or 2*
|
28/31 = 90.3%
[74.3, 98.0]
|
29/31 = 93.6%
[78.6, 99.2]
|
28/31 = 90.3%
[74.3, 98.0]
|
28/31 = 90.3%
[74.3, 98.0]
|
Patient satisfaction: % of subjects rating “very satisfied” or “somewhat satisfied” (top 2 out of 5 choices)
|
27/30 = 90%
|
27/28 = 96%
|
25/27 = 93%
|
23/26 = 89%
|
1.
|
In February 2016, March 2016, May 2016 and June 2016, we issued convertible promissory notes for an aggregate principal amount of $5,506,055.38 to 9 accredited investors.
|
2.
|
In June 7, 2016, June 30, 3016, July 21, 2016 and August 8, 2016, we issued an aggregate of (i) 1,978,567 shares of common stock to accredited investors in the Private Placement, (ii) 6,374,171 shares of our common stock issued to former stockholders of Miramar Technologies, Inc. in connection with the closing of the Merger and (iv) 17,504 shares of common stock issuable upon exercise of the Placement Agent Warrants.
|
3.
|
In August 2016, we issued an aggregate of 63,636 shares of common stock to certain consultants in consideration of such consultants' services provided to the company.
|
4.
|
We granted stock options and stock awards to employees, directors and consultants under our 2006 Stock Plan, or 2006 Plan, covering an aggregate of 579,460 shares of common stock, at a weighted-average exercise price of $5.57 per share. Of these, options covering an aggregate of 29,924 shares were canceled without being exercised.
|
5.
|
We sold an aggregate of 21,779 shares of common stock to employees, directors and consultants for cash consideration in the aggregate amount of $49,567.36 upon the exercise of stock options and stock awards in 2016.
|
|
Year ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Statement of Operations Data:
|
|
|
|
|
|||
Revenue
|
$
|
20,446,533
|
|
|
$
|
17,199,511
|
|
Cost of revenue
|
9,138,675
|
|
|
8,257,048
|
|
||
Gross margin
(1) (2)
|
11,307,858
|
|
|
8,942,463
|
|
||
Gross margin %
|
55.3
|
%
|
|
52.0
|
%
|
||
Operating expenses:
|
|
|
|
|
|
||
Research and development
(1) (2)
|
3,319,021
|
|
|
4,974,120
|
|
||
Selling and marketing
(1) (2)
|
13,550,645
|
|
|
11,757,734
|
|
||
General and administrative
(1) (2)
|
6,036,389
|
|
|
5,468,916
|
|
||
Total operating expenses
|
22,906,055
|
|
|
22,200,770
|
|
||
Loss from operations
|
(11,598,197
|
)
|
|
(13,258,307
|
)
|
||
Net loss attributable to common stockholders
|
$
|
(20,435,487
|
)
|
|
$
|
(14,497,365
|
)
|
Net loss per share attributable to common stockholders, basic
and diluted
(3)
|
$
|
(3.80
|
)
|
|
$
|
(37.33
|
)
|
(1)
|
Includes stock-based compensation expense as follows:
|
|
Year ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Cost of revenue
|
$
|
40,520
|
|
|
$
|
34,645
|
|
Research and development
|
239,760
|
|
|
138,975
|
|
||
Selling and marketing
|
121,379
|
|
|
83,283
|
|
||
General and administrative
|
700,647
|
|
|
350,014
|
|
||
Total stock-based compensation expense
|
$
|
1,102,306
|
|
|
$
|
606,917
|
|
(2)
|
Includes depreciation and amortization expense as follows:
|
|
Year ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Cost of revenue
|
$
|
89,357
|
|
|
$
|
107,522
|
|
Research and development
|
78,304
|
|
|
99,946
|
|
||
Selling and marketing
|
151,576
|
|
|
235,169
|
|
||
General and administrative
|
213,140
|
|
|
239,926
|
|
||
Total depreciation and amortization expense
|
$
|
532,377
|
|
|
$
|
682,563
|
|
(3)
|
See Note 14 to our consolidated financial statements for an explanation of the method used to calculate our basic and diluted net loss per share attributable to common stockholders.
|
|
At December 31,
|
||||||
|
2016
|
|
2015
|
||||
Balance Sheet Data:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
2,203,639
|
|
|
$
|
2,642,509
|
|
Inventories
|
6,649,840
|
|
|
4,791,741
|
|
||
Total assets
|
13,377,790
|
|
|
11,925,840
|
|
||
Current notes payable, net of discount
|
9,916,626
|
|
|
10,829,375
|
|
||
Total liabilities
|
16,332,658
|
|
|
17,058,255
|
|
||
Accumulated deficit
|
(113,882,615
|
)
|
|
(93,447,128
|
)
|
•
|
drive sales and marketing activities and initiatives to support our targeted sales growth particularly in the United States and expansion in Asia-Pacific;
|
•
|
invest in outside services to advance our product development and clinical efforts to achieve targeted milestones;
|
•
|
seek regulatory approval of new products and indications in the United States and in foreign countries in accordance with our timelines;
|
•
|
streamline our manufacturing operations to increase efficiencies; and
|
•
|
operate as a public company.
|
|
Year ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Revenue
|
$
|
20,446,533
|
|
|
$
|
17,199,511
|
|
Cost of revenue
|
9,138,675
|
|
|
8,257,048
|
|
||
Gross margin
|
11,307,858
|
|
|
8,942,463
|
|
||
Operating expenses:
|
|
|
|
||||
Research and development
|
3,319,021
|
|
|
4,974,120
|
|
||
Selling and marketing
|
13,550,645
|
|
|
11,757,734
|
|
||
General and administrative
|
6,036,389
|
|
|
5,468,916
|
|
||
Total operating expenses:
|
22,906,055
|
|
|
22,200,770
|
|
||
Loss from operations
|
(11,598,197
|
)
|
|
(13,258,307
|
)
|
||
Interest income
|
9,590
|
|
|
5,931
|
|
||
Interest expense
|
(1,232,602
|
)
|
|
(1,295,930
|
)
|
||
Loss on debt conversion
|
(8,062,001
|
)
|
|
—
|
|
||
Other income, net
|
457,031
|
|
|
62,780
|
|
||
Loss before provision for income taxes
|
(20,426,179)
|
|
|
(14,485,526)
|
|
||
Provision for income taxes
|
(9,308
|
)
|
|
(8,722
|
)
|
||
Net loss and comprehensive loss
|
(20,435,487)
|
|
|
(14,494,248)
|
|
||
Accretion of redeemable convertible preferred stock
|
—
|
|
|
(3,117
|
)
|
||
Net loss attributable to common stockholders
|
$
|
(20,435,487
|
)
|
|
$
|
(14,497,365
|
)
|
Net loss per share attributable to common stockholders, basic and diluted
|
$
|
(3.80
|
)
|
|
$
|
(37.33
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
Change
|
||||||
Capital systems
|
$
|
11,018,134
|
|
|
$
|
9,342,783
|
|
|
$
|
1,675,351
|
|
Consumable
|
8,826,001
|
|
|
7,300,078
|
|
|
1,525,923
|
|
|||
Other
|
602,398
|
|
|
556,650
|
|
|
45,748
|
|
|||
Total revenue
|
$
|
20,446,533
|
|
|
$
|
17,199,511
|
|
|
$
|
3,247,022
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
Change
|
||||||
North America
|
$
|
10,275,115
|
|
|
$
|
7,432,534
|
|
|
$
|
2,842,581
|
|
Asia-Pacific
|
6,203,025
|
|
|
5,879,414
|
|
|
323,611
|
|
|||
Europe/Middle East
|
3,890,497
|
|
|
3,532,047
|
|
|
358,450
|
|
|||
South America
|
77,896
|
|
|
355,516
|
|
|
(277,620
|
)
|
|||
Total revenue
|
$
|
20,446,533
|
|
|
$
|
17,199,511
|
|
|
$
|
3,247,022
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
Change
|
||||||
Capital systems cost of revenue
|
$
|
7,720,788
|
|
|
$
|
7,255,809
|
|
|
$
|
464,979
|
|
Consumable cost of revenue
|
820,446
|
|
|
505,421
|
|
|
315,025
|
|
|||
Royalty
|
597,441
|
|
|
495,818
|
|
|
101,623
|
|
|||
Total cost of revenue
|
$
|
9,138,675
|
|
|
$
|
8,257,048
|
|
|
$
|
881,627
|
|
Gross margin %
|
55.3
|
%
|
|
52.0
|
%
|
|
3.3
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
Change
|
||||||
Research and development
|
$
|
3,319,021
|
|
|
4,974,120
|
|
|
$
|
(1,655,099
|
)
|
|
Selling and marketing
|
13,550,645
|
|
|
11,757,734
|
|
|
1,792,911
|
|
|||
General and administrative
|
6,036,389
|
|
|
5,468,916
|
|
|
567,473
|
|
|||
Total operating expenses
|
$
|
22,906,055
|
|
|
$
|
22,200,770
|
|
|
$
|
705,285
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
Change
|
||||||
Interest expense
|
$
|
1,232,602
|
|
|
$
|
1,295,930
|
|
|
$
|
(63,328
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
Change
|
||||||
Other income, net
|
$
|
457,031
|
|
|
$
|
62,780
|
|
|
$
|
394,251
|
|
Loss on debt conversion
|
8,062,001
|
|
|
—
|
|
|
8,062,001
|
|
|
Year ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Cash used in operating activities
|
$
|
(11,985,560
|
)
|
|
$
|
(11,871,054
|
)
|
Cash used in investing activities
|
(204,188
|
)
|
|
(223,703
|
)
|
||
Cash provided by financing activities
|
11,750,878
|
|
|
1,252,526
|
|
MIRAMAR LABS, INC.
Index to Financial Statements
|
|
|
|
|
Page
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2,203,639
|
|
|
$
|
2,642,509
|
|
Accounts receivable, net
|
3,159,423
|
|
|
2,683,053
|
|
||
Inventories
|
6,649,840
|
|
|
4,791,741
|
|
||
Prepaid expenses and other current assets
|
341,048
|
|
|
290,481
|
|
||
Total current assets
|
12,353,950
|
|
|
10,407,784
|
|
||
Property and equipment, net
|
714,797
|
|
|
1,211,129
|
|
||
Restricted cash
|
295,067
|
|
|
295,067
|
|
||
Other non-current assets
|
13,976
|
|
|
11,860
|
|
||
TOTAL ASSETS
|
$
|
13,377,790
|
|
|
$
|
11,925,840
|
|
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ DEFICIT
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Notes payable, net of discount
|
$
|
9,916,626
|
|
|
$
|
10,829,375
|
|
Accounts payable
|
1,582,145
|
|
|
1,288,107
|
|
||
Accrued and other current liabilities
|
4,567,076
|
|
|
3,572,441
|
|
||
Deferred revenue
|
182,160
|
|
|
739,786
|
|
||
Total current liabilities
|
16,248,007
|
|
|
16,429,709
|
|
||
Warrant liability
|
7,342
|
|
|
499,616
|
|
||
Deferred rent, non-current
|
77,309
|
|
|
112,065
|
|
||
Capital lease payable, non-current
|
—
|
|
|
16,865
|
|
||
TOTAL LIABILITIES
|
16,332,658
|
|
|
17,058,255
|
|
||
Commitments and contingencies (Note 6)
|
|
|
|
|
|
||
Redeemable convertible preferred stock, $.001 par value - 40,000,000 shares authorized and 2,826,981 shares issued and outstanding at December 31, 2015 (Liquidation preference of $61,179,942). No shares authorized or outstanding at December 31, 2016.
|
—
|
|
|
61,179,942
|
|
||
Stockholders’ deficit:
|
|
|
|
||||
Blank check preferred stock, $0.001 par value - 5,000,000 shares authorized. No shares issued and outstanding at December 31, 2016 and 2015.
|
—
|
|
|
—
|
|
||
Series A convertible preferred stock, $0.001 par value - 2,100,000 shares authorized and 147,864 shares issued and outstanding at December 31, 2015 (Liquidation preference of $2,000,000). No shares authorized or outstanding at December 31, 2016.
|
—
|
|
|
148
|
|
||
Series B convertible preferred stock, $0.001 par value - 9,000,000 shares authorized and 589,784 shares issued and outstanding at December 31, 2015 (Liquidation preference of $14,359,244). No shares authorized or outstanding at December 31, 2016.
|
—
|
|
|
590
|
|
||
Common stock, $0.001 par value - 100,000,000 and 105,500,000 shares authorized and 9,334,857 and 398,540 shares issued and outstanding at December 31, 2016 and 2015.
|
9,335
|
|
|
399
|
|
||
Additional paid-in capital
|
110,918,412
|
|
|
27,133,634
|
|
||
Accumulated deficit
|
(113,882,615
|
)
|
|
(93,447,128
|
)
|
||
TOTAL STOCKHOLDERS’ DEFICIT
|
(2,954,868
|
)
|
|
(66,312,357
|
)
|
||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
$
|
13,377,790
|
|
|
$
|
11,925,840
|
|
|
Year ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Revenue
|
$
|
20,446,533
|
|
|
$
|
17,199,511
|
|
Cost of revenue
|
9,138,675
|
|
|
8,257,048
|
|
||
Gross margin
|
11,307,858
|
|
|
8,942,463
|
|
||
Operating expenses:
|
|
|
|
||||
Research and development
|
3,319,021
|
|
|
4,974,120
|
|
||
Selling and marketing
|
13,550,645
|
|
|
11,757,734
|
|
||
General and administrative
|
6,036,389
|
|
|
5,468,916
|
|
||
Total operating expenses
|
22,906,055
|
|
|
22,200,770
|
|
||
Loss from operations
|
(11,598,197
|
)
|
|
(13,258,307
|
)
|
||
Interest income
|
9,590
|
|
|
5,931
|
|
||
Interest expense
|
(1,232,602
|
)
|
|
(1,295,930
|
)
|
||
Loss on debt conversion
|
(8,062,001
|
)
|
|
—
|
|
||
Other income, net
|
457,031
|
|
|
62,780
|
|
||
Net loss before provision for income taxes
|
(20,426,179)
|
|
|
(14,485,526)
|
|
||
Provision for income taxes
|
(9,308
|
)
|
|
(8,722
|
)
|
||
Net loss and comprehensive loss
|
(20,435,487)
|
|
|
(14,494,248)
|
|
||
Accretion of redeemable convertible preferred stock
|
—
|
|
|
(3,117
|
)
|
||
Net loss attributable to common stockholders
|
$
|
(20,435,487
|
)
|
|
$
|
(14,497,365
|
)
|
Weighted-average common shares used in computing net loss per share attributable to common stockholders, basic and diluted
|
5,379,421
|
|
|
388,379
|
|
||
Net loss per share attributable to common stockholders, basic and diluted
|
$
|
(3.80
|
)
|
|
$
|
(37.33
|
)
|
|
Redeemable Convertible
Preferred Stock
|
|
|
Convertible
Preferred Stock
|
|
Common Stock
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Deficit
|
|
Total
Stockholders’
Deficit
|
|||||||||||||||
Balances at December 31, 2014
|
2,826,981
|
|
|
$
|
61,179,942
|
|
|
|
737,648
|
|
|
$
|
738
|
|
|
385,294
|
|
|
$
|
385
|
|
|
$
|
26,478,755
|
|
|
$
|
(78,952,880
|
)
|
|
$
|
(52,473,002
|
)
|
Exercise of stock options at $1.35- $8.66 per share for cash in October 2015
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
13,246
|
|
|
14
|
|
|
51,079
|
|
|
—
|
|
|
51,093
|
|
||||||
Series D redeemable preferred stock issuance cost
|
—
|
|
|
(3,117
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|||||||
Accretion of redeemable convertible preferred stock to redemption value
|
—
|
|
|
3,117
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,117
|
)
|
|
—
|
|
|
(3,117
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
606,917
|
|
|
—
|
|
|
606,917
|
|
||||||
Net and comprehensive loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,494,248
|
)
|
|
(14,494,248
|
)
|
||||||
Balances at December 31, 2015
|
2,826,981
|
|
|
$
|
61,179,942
|
|
|
|
737,648
|
|
|
$
|
738
|
|
|
398,540
|
|
|
$
|
399
|
|
|
$
|
27,133,634
|
|
|
$
|
(93,447,128
|
)
|
|
$
|
(66,312,357
|
)
|
Exercise of stock options at $6.63 - $8.66 per share for cash in April 2016
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
3,267
|
|
|
3
|
|
|
24,619
|
|
|
—
|
|
|
24,622
|
|
||||||
Exercise of stock options at $1.36 per share for cash in September 2016
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
18,483
|
|
|
19
|
|
|
25,118
|
|
|
—
|
|
|
25,137
|
|
||||||
Issuance of restricted common stock at $5.5925 per share for consulting services in August 2016
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
63,636
|
|
|
63
|
|
|
355,822
|
|
|
—
|
|
|
355,885
|
|
||||||
Issuance of common stock, net of offering costs of $899,899
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
1,568,726
|
|
|
1,569
|
|
|
6,986,826
|
|
|
—
|
|
|
6,988,395
|
|
||||||
Issuance of common stock for conversion of February 2016 convertible notes
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
2,418,628
|
|
|
2,418
|
|
|
12,090,633
|
|
|
—
|
|
|
12,093,051
|
|
||||||
Issuance of common stock for conversion of May 2016 convertible notes
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
409,841
|
|
|
410
|
|
|
2,048,884
|
|
|
—
|
|
|
2,049,294
|
|
||||||
Issuance of common stock to KTL Bamboo International Corp
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
900,000
|
|
|
900
|
|
|
(900
|
)
|
|
—
|
|
|
—
|
|
||||||
Conversion of preferred stock to common stock in connection with the merger
|
(2,826,981
|
)
|
|
(61,179,942
|
)
|
|
|
(737,648
|
)
|
|
(738
|
)
|
|
3,611,857
|
|
|
3,612
|
|
|
61,177,068
|
|
|
—
|
|
|
61,179,942
|
|
||||||
Common stock repurchased in connection with the merger
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(12,325
|
)
|
|
(12
|
)
|
|
(61,684
|
)
|
|
—
|
|
|
(61,696
|
)
|
||||||
Conversion of convertible stock warrants to common stock warrants-reclassification to equity
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80,703
|
|
|
—
|
|
|
80,703
|
|
||||||
Issuance of common stock warrants for issuance costs
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44,663
|
)
|
|
—
|
|
|
(44,663
|
)
|
||||||
Return of common stock outstanding to authorized, unissued common stock
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(45,796
|
)
|
|
(46
|
)
|
|
46
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,102,306
|
|
|
—
|
|
|
1,102,306
|
|
||||||
Net and comprehensive loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,435,487
|
)
|
|
(20,435,487
|
)
|
||||||
Balances at December 31, 2016
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
9,334,857
|
|
|
$
|
9,335
|
|
|
$
|
110,918,412
|
|
|
$
|
(113,882,615
|
)
|
|
$
|
(2,954,868
|
)
|
|
Year ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net loss
|
$
|
(20,435,487
|
)
|
|
$
|
(14,494,248
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities
|
|
|
|
||||
Depreciation and amortization
|
532,377
|
|
|
682,563
|
|
||
Loss on debt conversion
|
8,062,001
|
|
|
—
|
|
||
Loss on disposal of fixed assets
|
—
|
|
|
40,258
|
|
||
Stock-based compensation
|
1,102,306
|
|
|
606,917
|
|
||
Issuance of restricted common stock
|
355,885
|
|
|
—
|
|
||
Change in preferred stock warrant value
|
(456,234
|
)
|
|
(106,142
|
)
|
||
Amortization of debt discount and issuance costs
|
359,265
|
|
|
200,305
|
|
||
Changes in operating assets and liabilities
|
|
|
|
||||
Accounts receivable
|
(476,370
|
)
|
|
(95,600
|
)
|
||
Inventories
|
(1,689,956
|
)
|
|
536,751
|
|
||
Prepaid expenses and other current assets
|
(50,567
|
)
|
|
67,723
|
|
||
Other non-current assets
|
(2,116
|
)
|
|
640
|
|
||
Accounts payable
|
294,039
|
|
|
443,447
|
|
||
Accrued and other current liabilities
|
976,923
|
|
|
843,429
|
|
||
Deferred revenue
|
(557,626
|
)
|
|
(597,097
|
)
|
||
Net cash used in operating activities
|
(11,985,560
|
)
|
|
(11,871,054
|
)
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
||||
Purchase of property and equipment
|
(204,188
|
)
|
|
(223,703
|
)
|
||
Net cash used in investing activities
|
(204,188
|
)
|
|
(223,703
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
||||
Net proceeds from issuance of common stock
|
7,038,154
|
|
|
51,093
|
|
||
Repurchase of common stock
|
(61,696
|
)
|
|
—
|
|
||
Issuance costs of convertible preferred stock
|
—
|
|
|
(3,117
|
)
|
||
Proceeds from issuance of convertible notes payable
|
5,182,496
|
|
|
3,557,714
|
|
||
Principal payments on capital leases
|
(33,909
|
)
|
|
(53,282
|
)
|
||
Payments on notes payable
|
(374,167
|
)
|
|
(2,299,882
|
)
|
||
Net cash provided by financing activities
|
11,750,878
|
|
|
1,252,526
|
|
||
Net decrease in cash and cash equivalents
|
(438,870
|
)
|
|
(10,842,231
|
)
|
||
Cash and cash equivalents at beginning of period
|
2,642,509
|
|
|
13,484,740
|
|
||
Cash and cash equivalents at end of period
|
$
|
2,203,639
|
|
|
$
|
2,642,509
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
||||
Cash paid for interest
|
$
|
795,120
|
|
|
$
|
1,069,282
|
|
Cash paid for taxes
|
$
|
9,308
|
|
|
$
|
8,722
|
|
DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
||||
Accretion of redeemable preferred stock to redemption value
|
$
|
—
|
|
|
$
|
3,117
|
|
Net transfer to inventory from leased equipment
|
$
|
(168,143
|
)
|
|
$
|
105,250
|
|
Conversion of preferred stock and warrants to common stock and warrants
|
$
|
76,854,580
|
|
|
$
|
—
|
|
Common stock issued to convert notes payable
|
$
|
14,142,345
|
|
|
$
|
—
|
|
Issuance of common stock warrants for issuance costs
|
$
|
44,663
|
|
|
$
|
234,719
|
|
1.
|
Background and Organization
|
2.
|
Summary of Significant Accounting Policies
|
|
Revenue
|
|
Accounts Receivable
|
||||
|
Year ended December 31,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
Customer A
|
*
|
|
*
|
|
16%
|
|
*
|
Customer B
|
*
|
|
*
|
|
20%
|
|
12%
|
Customer C
|
*
|
|
15%
|
|
*
|
|
20%
|
Customer D
|
*
|
|
*
|
|
*
|
|
23%
|
Allowance for doubtful accounts, December 31, 2014
|
40,000
|
|
|
Provision for doubtful accounts
|
53,610
|
|
|
Write offs
|
(33,610
|
)
|
|
Allowance for doubtful accounts, December 31, 2015
|
$
|
60,000
|
|
Provision for doubtful accounts
|
3,000
|
|
|
Write offs
|
—
|
|
|
Allowance for doubtful accounts, December 31, 2016
|
$
|
63,000
|
|
Machinery and equipment
|
5 years
|
Computer and office equipment/software
|
3 years
|
Furniture and fixtures
|
5 years
|
Leased equipment
|
1-2 years
|
3.
|
Balance Sheet Components
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Raw materials
|
$
|
2,554,853
|
|
|
$
|
2,132,655
|
|
Work in progress
|
2,343,898
|
|
|
1,263,019
|
|
||
Finished goods
|
1,751,089
|
|
|
1,396,067
|
|
||
|
$
|
6,649,840
|
|
|
$
|
4,791,741
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Leasehold Improvements
|
$
|
844,360
|
|
|
$
|
844,360
|
|
Machinery and equipment
|
1,560,174
|
|
|
1,355,986
|
|
||
Computer and office equipment
|
241,291
|
|
|
241,291
|
|
||
Software
|
326,992
|
|
|
326,992
|
|
||
Furniture and fixtures
|
114,564
|
|
|
114,564
|
|
||
Leased equipment
|
—
|
|
|
168,143
|
|
||
|
3,087,381
|
|
|
3,051,336
|
|
||
Less: Accumulated depreciation and amortization
|
(2,372,584
|
)
|
|
(1,840,207
|
)
|
||
|
$
|
714,797
|
|
|
$
|
1,211,129
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Accrued payroll and related expenses
|
$
|
1,605,214
|
|
|
$
|
1,457,534
|
|
Accrued royalty
|
1,887,426
|
|
|
1,226,973
|
|
||
Accrued warranty
|
161,000
|
|
|
217,000
|
|
||
Accrued marketing
|
366,000
|
|
|
165,600
|
|
||
Accrued clinical expenses
|
9,500
|
|
|
2,600
|
|
||
Accrued legal
|
25,407
|
|
|
112,000
|
|
||
Capital lease payable, current
|
16,865
|
|
|
33,909
|
|
||
Deferred rent, current
|
34,756
|
|
|
18,672
|
|
||
Accrued other expenses
|
460,908
|
|
|
338,153
|
|
||
|
$
|
4,567,076
|
|
|
$
|
3,572,441
|
|
Warranty accrual, December 31, 2014
|
$
|
253,000
|
|
Accruals for product warranty
|
427,467
|
|
|
Cost of warranty claims
|
(463,467
|
)
|
|
Warranty accrual, December 31, 2015
|
$
|
217,000
|
|
Accruals for product warranty
|
342,474
|
|
|
Cost of warranty claims
|
(398,474
|
)
|
|
Warranty accrual, December 31, 2016
|
$
|
161,000
|
|
4.
|
Fair Value of Financial Instruments
|
Level 1
|
Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities identical assets and liabilities;
|
Level 2
|
Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly;
|
Level 3
|
Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.
|
|
December 31, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Warrant liability
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,342
|
|
|
$
|
7,342
|
|
|
December 31, 2015
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Warrant liability
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
499,616
|
|
|
$
|
499,616
|
|
Fair value at December 31, 2014
|
$
|
371,039
|
|
Fair value of warrants issued during the year
|
234,719
|
|
|
Change in fair value recorded in interest and other income, net
|
(106,142
|
)
|
|
Fair value at December 31, 2015
|
$
|
499,616
|
|
Fair value of warrants issued during the year
|
44,663
|
|
|
Conversion to common stock warrants and reclassification to equity
|
(80,703
|
)
|
|
Change in fair value recorded in interest and other income, net
|
(456,234
|
)
|
|
Fair value at December 31, 2016
|
$
|
7,342
|
|
5.
|
Related Party Transactions
|
6.
|
Commitments and Contingencies
|
|
Operating Lease
|
|
Capital Leases
|
||||
Year ending December 31,
|
|
|
|
||||
2017
|
$
|
599,302
|
|
|
$
|
17,249
|
|
2018
|
568,773
|
|
|
—
|
|
||
2019
|
241,592
|
|
|
—
|
|
||
Total minimum lease payments
|
$
|
1,409,667
|
|
|
17,249
|
|
|
Less: Amount representing interest
|
|
|
(384
|
)
|
|||
Present value of minimum lease payments
|
|
|
16,865
|
|
|||
Less: current portion of capital leases
|
|
|
(16,865
|
)
|
|||
Long term portion of capital leases
|
|
|
$
|
—
|
|
7.
|
Notes Payable
|
2017
|
$
|
3,517,295
|
|
2018
|
3,665,814
|
|
|
2019
|
2,942,582
|
|
|
Total payments
|
10,125,691
|
|
|
Less: Unamortized debt discount
|
(209,065
|
)
|
|
Carrying value of notes payable
|
$
|
9,916,626
|
|
8.
|
Common Stock
|
9.
|
Convertible Preferred Stock
|
Series
|
Shares
Authorized
|
|
Shares
Issued and
Outstanding
|
|
Per Share
Liquidation
Preference
|
|
Aggregate
Liquidation
Amount
|
|
Carrying
Value
|
||||||||
Series A
|
2,100,000
|
|
|
147,864
|
|
|
$
|
13.53
|
|
|
$
|
2,000,000
|
|
|
$
|
1,966,935
|
|
Series B
|
9,000,000
|
|
|
589,784
|
|
|
24.35
|
|
|
14,359,244
|
|
|
14,261,779
|
|
|||
Series C
|
23,000,000
|
|
|
1,625,203
|
|
|
21.64
|
|
|
35,171,735
|
|
|
35,171,735
|
|
|||
Series D
|
17,000,000
|
|
|
1,201,778
|
|
|
21.64
|
|
|
26,008,207
|
|
|
26,008,207
|
|
|||
|
51,100,000
|
|
|
3,564,629
|
|
|
|
|
$
|
77,539,186
|
|
|
$
|
77,408,656
|
|
10.
|
Stock Warrants
|
|
Number of Warrants
|
|
Exercise Price
|
|
Fair Value at date of issuance
|
|||||
Equity classified
|
|
|
|
|
|
|||||
November 2010 warrants issued with Series C convertible preferred stock
|
12,117
|
|
|
$
|
21.64
|
|
|
$
|
212,409
|
|
January 2011 warrants issued with Series C convertible preferred stock
|
19,042
|
|
|
21.64
|
|
|
259,355
|
|
||
June 2013 warrants issued in conjunction with note purchase agreement
|
9,241
|
|
|
21.64
|
|
|
152,750
|
|
||
April 2014 warrants issued in conjunction with drawdown on note purchase agreement
|
9,242
|
|
|
21.64
|
|
|
149,250
|
|
||
August 2015 warrants issued with refinance of note purchase agreement
|
16,173
|
|
|
21.64
|
|
|
234,719
|
|
||
June 2016 warrants issued in conjunction with merger
|
13,016
|
|
|
5.00
|
|
|
31,680
|
|
||
Liability classified
|
|
|
|
|
|
|||||
July to August 2016 warrants issued in conjunction with merger
|
4,488
|
|
|
5.00
|
|
|
12,983
|
|
||
Total outstanding warrants
|
83,319
|
|
|
|
|
|
|
Year ended December 31,
|
||
|
2016
|
|
2015
|
Expected term (years)
|
4.56 - 4.60
|
|
.94 - 9.60
|
Expected volatility
|
55%
|
|
57%
|
Risk-free interest rate
|
1.96%
|
|
.65% - 2.27%
|
Annual dividend rate
|
—%
|
|
—%
|
Stock Price
|
$4.00
|
|
$11.50- $22.05
|
11.
|
Stock Option Plan
|
|
|
|
Outstanding Options
|
||||||
|
Shares
Available
for Grant
|
|
Number of
Options
|
|
Weighted
Average
Exercise
Price
|
||||
Balance, December 31, 2014
|
66,354
|
|
|
629,559
|
|
|
$
|
6.49
|
|
Additional shares reserved
|
221,797
|
|
|
|
|
|
|||
Options granted
|
(271,414
|
)
|
|
271,414
|
|
|
7.57
|
|
|
Options exercised
|
|
|
(13,246
|
)
|
|
3.92
|
|
||
Options forfeited
|
31,823
|
|
|
(31,823
|
)
|
|
7.17
|
|
|
Balance, December 31, 2015
|
48,560
|
|
|
855,904
|
|
|
$
|
6.76
|
|
Additional shares reserved
|
599,535
|
|
|
|
|
|
|||
Options granted
|
(579,460
|
)
|
|
579,460
|
|
|
5.62
|
|
|
Options exercised
|
|
|
(21,750
|
)
|
|
2.28
|
|
||
Options forfeited
|
30,119
|
|
|
(30,119
|
)
|
|
6.48
|
|
|
Balance, December 31, 2016
|
98,754
|
|
|
1,383,495
|
|
|
$
|
5.20
|
|
|
|
Options Outstanding
|
|
Options Vested
|
||||||||||||||||||||||
Exercise
Price |
|
Number
Outstanding
|
|
Weighted
Average
Remaining
Contractual
Life
(in years)
|
|
Weighted
Average
Exercise
Price
|
|
Aggregate
Intrinsic
Value
|
|
Number
Vested
|
|
Weighted
Average
Exercise
Price
|
|
Aggregate
Intrinsic
Value
|
||||||||||||
$
|
1.3600
|
|
|
14,856
|
|
|
0.91
|
|
$
|
1.3600
|
|
|
$
|
39,220
|
|
|
14,856
|
|
|
$
|
1.3600
|
|
|
$
|
39,220
|
|
2.4400
|
|
|
8,501
|
|
|
1.29
|
|
2.4400
|
|
|
13,262
|
|
|
8,501
|
|
|
2.4400
|
|
|
13,262
|
|
|||||
4.3300
|
|
|
29,553
|
|
|
3.10
|
|
4.3300
|
|
|
—
|
|
|
29,553
|
|
|
4.3300
|
|
|
—
|
|
|||||
5.0000
|
|
|
735,017
|
|
|
7.31
|
|
5.0000
|
|
|
—
|
|
|
400,440
|
|
|
5.0000
|
|
|
—
|
|
|||||
5.4800
|
|
|
15,650
|
|
|
9.90
|
|
5.4800
|
|
|
—
|
|
|
625
|
|
|
5.4800
|
|
|
—
|
|
|||||
5.5700
|
|
|
432,094
|
|
|
9.65
|
|
5.5700
|
|
|
—
|
|
|
90,236
|
|
|
5.5700
|
|
|
—
|
|
|||||
5.5925
|
|
|
112,651
|
|
|
9.65
|
|
5.5925
|
|
|
—
|
|
|
9,387
|
|
|
5.5925
|
|
|
—
|
|
|||||
6.3600
|
|
|
20,248
|
|
|
1.87
|
|
6.3600
|
|
|
—
|
|
|
20,248
|
|
|
6.3600
|
|
|
—
|
|
|||||
6.6300
|
|
|
2,109
|
|
|
7.54
|
|
6.6300
|
|
|
—
|
|
|
2,109
|
|
|
6.6300
|
|
|
—
|
|
|||||
7.4400
|
|
|
8,166
|
|
|
5.10
|
|
7.4400
|
|
|
—
|
|
|
8,166
|
|
|
7.4400
|
|
|
—
|
|
|||||
7.5800
|
|
|
1,205
|
|
|
8.53
|
|
7.5800
|
|
|
—
|
|
|
1,205
|
|
|
7.5800
|
|
|
—
|
|
|||||
8.6600
|
|
|
3,445
|
|
|
6.19
|
|
8.6600
|
|
|
—
|
|
|
3,445
|
|
|
8.6600
|
|
|
—
|
|
|||||
|
|
1,383,495
|
|
|
7.97
|
|
$
|
5.2000
|
|
|
$
|
52,482
|
|
|
588,771
|
|
|
$
|
5.0200
|
|
|
$
|
52,482
|
|
|
Year ended December 31, 2016
|
|
Year ended December 31, 2015
|
Expected term (in years)
|
5.21 years
|
|
5.65 years
|
Expected volatility
|
46%
|
|
49%
|
Risk-free interest rate
|
1.17%-1.69%
|
|
1.43% -1.74%
|
Dividend yield
|
—%
|
|
—%
|
|
Year ended December 31, 2016
|
|
Year ended December 31, 2015
|
Expected term (in years)
|
5.89 years
|
|
5.67 years
|
Expected volatility
|
47%
|
|
49%
|
Risk-free interest rate
|
1.29% -1.69%
|
|
1.43%
|
Dividend yield
|
—%
|
|
—%
|
12.
|
Income Tax
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||
Expected income tax benefit at the federal statutory rate
|
34.0
|
%
|
|
34.0
|
%
|
State tax, net of federal benefit
|
3.4
|
|
|
3.4
|
|
Permanent differences
|
(15.8
|
)
|
|
(1.4
|
)
|
Non-deductible items and other
|
0.1
|
|
|
2.0
|
|
Change in valuation allowance
|
(21.7
|
)
|
|
(38.0
|
)
|
Net deferred tax assets
|
—
|
%
|
|
—
|
%
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Net operating loss carryforwards
|
$
|
36,131,000
|
|
|
$
|
31,866,000
|
|
Research and development credits
|
1,816,000
|
|
|
1,887,000
|
|
||
Capitalized start-up costs
|
1,317,000
|
|
|
1,349,000
|
|
||
Accruals and reserves
|
1,506,000
|
|
|
1,230,000
|
|
||
Total deferred tax assets
|
40,770,000
|
|
|
36,332,000
|
|
||
Less: Valuation allowance
|
(40,770,000
|
)
|
|
(36,332,000
|
)
|
||
Net deferred tax assets
|
$
|
—
|
|
|
$
|
—
|
|
|
Year ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Beginning Balance
|
$
|
471,858
|
|
|
$
|
431,657
|
|
Increase (decrease) in balance related to tax positions taken during the year
|
(17,918
|
)
|
|
40,201
|
|
||
Ending Balance
|
$
|
453,940
|
|
|
$
|
471,858
|
|
13.
|
Employee Benefit Plan
|
14.
|
Net Loss per Share
|
|
Year Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Net loss
|
$
|
(20,435,487
|
)
|
|
$
|
(14,494,248
|
)
|
Accretion of redeemable convertible preferred stock
|
—
|
|
|
(3,117
|
)
|
||
Net loss attributable to common stockholders
|
(20,435,487
|
)
|
|
(14,497,365
|
)
|
||
Weighted-average common shares used in computing net loss per share attributable to common stockholders, basic and diluted
|
5,379,421
|
|
|
388,379
|
|
||
Net loss per share attributable to common stockholders, basic and diluted
|
$
|
(3.80
|
)
|
|
$
|
(37.33
|
)
|
15.
|
Subsequent Events
|
|
|
|
Incorporated by Reference
|
|
||
Exhibit
Number
|
|
Exhibit
Description
|
Form
|
Exhibit
Number
|
Date
Filed
|
Filed
Herewith
|
2.1
|
|
Agreement and Plan of Merger and Reorganization, dated June 7, 2016, by and among Miramar Labs, Inc., Miramar Technologies, Inc. and Miramar Acquisition Corp.
|
S-1
|
2.1
|
October 14, 2016
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of Miramar Labs, Inc.
|
S-1
|
3.1
|
October 14, 2016
|
|
3.2
|
|
Amended and Restated Bylaws of Miramar Labs, Inc.
|
S-1
|
3.2
|
October 14, 2016
|
|
3.3
|
|
Certificate of Merger of Miramar Acquisition Corp. with and into Miramar Technologies, Inc., filed June 7, 2016.
|
S-1
|
3.2
|
October 14, 2016
|
|
4.1
|
|
Form of Common Stock Certificate.
|
S-1
|
4.1
|
October 14, 2016
|
|
4.2
|
|
Form of Registration Rights Agreement, by and among Miramar Labs, Inc. and certain investors named therein.
|
S-1
|
4.2
|
October 14, 2016
|
|
4.3
|
|
Form of Subordinated Secured Convertible Promissory Note (contained in Exhibit 10.25).
|
S-1
|
4.3
|
October 14, 2016
|
|
10.1
|
|
Split Off Agreement, dated June 7, 2016, by and among Miramar Labs, Inc., Spacepath Enterprise Corp. and Andrey Zasoryn.
|
S-1
|
10.1
|
October 14, 2016
|
|
10.2
|
|
General Release Agreement, dated June 7, 2016, by and among Miramar Labs, Inc., Spacepath Enterprise Corp. and Andrey Zasoryn.
|
S-1
|
10.2
|
October 14, 2016
|
|
10.3
|
|
Form of Lock-Up Agreement, by and between Miramar Labs, Inc. and certain parties thereto.
|
S-1
|
10.3
|
October 14, 2016
|
|
10.4
|
|
Form of Subscription Agreement, by and between Miramar Labs, Inc. and the purchasers thereto.
|
S-1
|
10.4
|
October 14, 2016
|
|
10.5
|
|
Private Placement Engagement Agreement, dated June 1, 2016, by and among Miramar Labs, Inc., Katalyst Securities LLC and The Benchmark Company, LLC.
|
S-1
|
10.5
|
October 14, 2016
|
|
10.6
|
|
Assignment and Assumption of Engagement Letter dated June 7, 2016 by and among Miramar Labs, Inc., Miramar Technologies, Inc., Katalyst Securities LLC and The Benchmark Company, LLC.
|
S-1
|
10.6
|
October 14, 2016
|
|
10.7
|
|
Form of Placement Agent Warrant for Common Stock of Miramar Labs, Inc.
|
S-1
|
10.7
|
October 14, 2016
|
|
10.8
|
|
Assignment and License Agreement, dated December 31, 2008, by and between Miramar Labs, Inc. and The Foundry, Inc.
|
S-1
|
10.8
|
October 14, 2016
|
|
10.9
|
|
Assignment and License Clarification Letter, dated June 10, 2010, by and between Miramar Labs, Inc. and The Foundry, LLC.
|
S-1
|
10.9
|
October 14, 2016
|
|
10.10
|
|
Asset Purchase Agreement, dated January 18, 2008, by and between Miramar Labs, Inc. and Jan Wallace.
|
S-1
|
10.10
|
October 14, 2016
|
|
10.11
|
|
Loan and Security Agreement, dated August 7, 2015, by and among Miramar Labs, Inc., Oxford Finance LLC, and Silicon Valley Bank.
|
S-1
|
10.11
|
October 14, 2016
|
|
10.12
|
|
Subordination Agreement, dated February 24, 2016, by and among Oxford Finance LLC and Lenders from time to time a party thereto.
|
S-1
|
10.12
|
October 14, 2016
|
|
10.13
|
|
Consent, Joinder and First Amendment to Loan and Security Agreement, dated June 2, 2016, by and among Miramar Labs, Inc., Oxford Finance LLC, Silicon Valley Bank and Lenders from time to time a party thereto.
|
S-1
|
10.13
|
October 14, 2016
|
|
10.14
|
|
Consent, Joinder and Second Amendment to Loan and Security Agreement, dated June 7, 2016, by and among Miramar Labs, Inc., Oxford Finance LLC, Silicon Valley Bank and Lenders from time to time a party thereto.
|
S-1
|
10.14
|
October 14, 2016
|
|
10.15
|
|
Lease Agreement, dated December 16, 2013, by and between Miramar Labs, Inc. and DWF III Walsh Bowers, LLC.
|
S-1
|
10.15
|
October 14, 2016
|
|
|
|
MIRAMAR LABS, INC.
|
|
|
|
|
|
Dated:
|
March 16, 2017
|
By:
|
/s/ R. Michael Kleine
|
|
|
Name:
|
R. Michael Kleine
|
|
|
Title:
|
Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Robert Michael Kleine
|
|
Director, President and Chief Executive Officer(Principal Executive Officer)
|
|
March 16, 2017
|
Robert Michael Kleine
|
|
|
|
|
|
|
|
|
|
/s/ Brigid A. Makes
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
March 16, 2017
|
Brigid A. Makes
|
|
|
|
|
|
|
|
|
|
/s/ Mark E. Deem
|
|
Director
|
|
March 16, 2017
|
Mark E. Deem
|
|
|
|
|
|
|
|
|
|
/s/ Hanson S. Gifford III
|
|
Director
|
|
March 16, 2017
|
Hanson S. Gifford III
|
|
|
|
|
|
|
|
|
|
/s/ Maxim Gorbachev
|
|
Director
|
|
March 16, 2017
|
Maxim Gorbachev
|
|
|
|
|
|
|
|
|
|
/s/ Henry A. Plain, Jr.
|
|
Director
|
|
March 16, 2017
|
Henry A. Plain, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ Stacey D. Seltzer
|
|
Director
|
|
March 16, 2017
|
Stacey D. Seltzer
|
|
|
|
|
|
|
|
|
|
/s/ Brian H. Dovey
|
|
Director
|
|
March 16, 2017
|
Brian H. Dovey
|
|
|
|
|
|
|
|
|
|
/s/ Patrick F. Williams
|
|
Director
|
|
March 16, 2017
|
Patrick F. Williams
|
|
|
|
|
|
Entity
|
Jurisdiction of Organization
|
Miramar Technologies, Inc. (formerly known as Miramar Labs, Inc.)
|
Delaware
|
Date:
|
March 16, 2017
|
|
|
|
|
|
|
|
|
|
/s/ R. Michael Kleine
|
|
|
|
R. Michael Kleine
|
|
|
|
Chief Executive Officer
|
|
|
|
(
Principal Executive Officer
)
|
Date:
|
March 16, 2017
|
|
|
|
|
|
|
|
|
|
/s/ Brigid A. Makes
|
|
|
|
Brigid A. Makes
|
|
|
|
Chief Financial Officer
|
|
|
|
(
Principal Financial Officer
)
|
Date:
|
March 16, 2017
|
|
|
|
|
|
|
|
|
By:
|
/s/ R. Michael Kleine
|
|
|
|
R. Michael Kleine
|
|
|
|
Chief Executive Officer
|
Date:
|
March 16, 2017
|
|
|
|
|
|
|
|
|
By:
|
/s/ Brigid A. Makes
|
|
|
|
Brigid A. Makes
|
|
|
|
Chief Financial Officer
|