UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020 .
OR
For the transition period from to
Commission File Number: 001-38847
SILK ROAD MEDICAL, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
3841
(Primary Standard Industrial
Classification Code Number)
20-8777622
(I.R.S. Employer
Identification Number)
1213 Innsbruck Dr. Sunnyvale, CA 94089, (408) 720-9002
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock
Trading Symbol(s)
SILK
Name of each exchange on which registered
Nasdaq Global Select Market
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☒ No ☐
Yes ☐ No ☒
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. (Check one):
Large accelerated filer
Non-accelerated filer
Emerging growth company
☒
☐
☐
Accelerated filer
Smaller reporting 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 7(a)(2)(B) of the Securities Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm that prepared or issued its
audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $1.4 billion as of June 30, 2020
based on the closing sale price of the registrant’s common stock on the NASDAQ Global Select Market on such date. Shares held by persons who may be
deemed affiliates have been excluded. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
As of February 26, 2021, the number of outstanding shares of the registrant's common stock, par value $0.001 per share, was 34,365,398.
Table of Contents
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
TABLE OF CONTENTS
Part I
Part II
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
Part III
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Part IV
Exhibits and Financial Statement Schedule
Form 10-K Summary
Signatures
Page
2
32
80
80
80
80
81
83
85
98
99
136
137
138
139
139
140
140
140
141
144
144
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
Item 16.
CAUTIONARY NOTES REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements concerning our business, operations and financial performance and
condition, as well as our plans, objectives and expectations for our business, operations and financial performance and condition. Any
statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you
can identify forward-looking statements by terminology such as “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “due,”
“estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “should,” “target,” “will,” “would” and
other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable
terminology.
These forward-looking statements include, but are not limited to, statements about:
•
•
•
•
•
•
•
•
•
our plans to conduct further clinical trials;
our plans and expected timeline related to our products, or developing new products, to address additional indications or to obtain
regulatory approvals or clearances or otherwise;
the expected use of our products by physicians;
our expectations regarding the number of procedures that will be performed with our products, the number of physicians we expect to
train, and the number of our sales territories;
our ability to obtain, maintain and expand regulatory clearances for our current products and any new products we create;
the expected growth of our business and our organization;
our expectations regarding government and third-party payer coverage and reimbursement;
our ability to retain and recruit key personnel, including the continued expansion of our sales and marketing infrastructure;
our ability to obtain an adequate supply of materials and components for our products from our third-party suppliers, most of whom are
single-source suppliers;
•
•
•
•
•
•
•
•
•
our ability to manufacture sufficient quantities of our products with sufficient quality;
our ability to obtain and maintain intellectual property protection for our products and our business;
our ability to expand our business into new geographic markets;
our compliance with extensive Nasdaq requirements and government laws, rules and regulations both in the United States and
internationally;
our estimates of our expenses, ongoing losses, future revenue, capital requirements and our need for, or ability to obtain, additional
financing;
our ability to identify and develop new and planned products and/or acquire new products;
our expectations regarding the impact of the COVID-19 pandemic on our business;
developments and projections relating to our competitors or our industry; and
our intended use of net proceeds from our public offerings.
We believe that it is important to communicate our future expectations to our investors. However, there may be events in the future that we
are not able to accurately predict or control and that may cause our actual results to differ materially from the expectations we describe in our
forward-looking statements. These forward-looking statements are based on management’s current expectations, estimates, forecasts and
projections about our business and the industry in which we operate and management’s beliefs and assumptions and are not guarantees of
future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond our
control. As a result, any or all of our forward-looking statements in this Annual Report on Form 10-K may turn out to be inaccurate. Factors that
may cause actual results to differ materially from current expectations include, among other things, those listed under “Risk Factors” and
elsewhere in this Annual Report on Form 10-K.
These forward-looking statements speak only as of the date of this Annual Report on Form 10-K. We assume no obligation to update or
revise these forward-looking statements for any reason, even if new information becomes available in the future. You should not rely upon
forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in
the forward-looking statements will be achieved or occur. We undertake no obligation to update publicly any forward-looking statements for any
reason after the date of this Annual Report on Form 10-K to conform these statements to actual results or to changes in our expectations.
You should read this Annual Report on Form 10-K and the documents that we reference in this Annual Report on Form 10-K and have filed
with the SEC as exhibits to this Annual Report on Form 10-K with the understanding that our actual future results, levels of activity, performance
and events and circumstances may be materially different from what we expect.
1
Table of Contents
Item 1. Business
Overview
PART I
We are a medical device company focused on reducing the risk of stroke and its devastating impact. We believe a key to stroke prevention
is minimally-invasive and technologically advanced intervention to safely and effectively treat carotid artery disease, one of the leading causes
of stroke. We have pioneered a new approach for the treatment of carotid artery disease called transcarotid artery revascularization, or TCAR,
which we seek to establish as the standard of care.
TCAR relies on two novel concepts - minimally-invasive direct carotid access in the neck and high-rate blood flow reversal during the
procedure to protect the brain - and combines the benefits of innovative endovascular techniques with fundamental surgical principles. TCAR
using our portfolio of products has been clinically demonstrated to reduce the upfront morbidity and mortality risks commonly associated with
carotid endarterectomy while maintaining a reduction in long-term stroke risk. We are the first and only company to obtain FDA approvals,
secure specific Medicare reimbursement coverage, and commercialize products engineered and indicated specifically for transcarotid use, in
patients who require carotid revascularization and are at high risk for adverse events from carotid endarterectomy and who meet certain
treatment criteria. As of December 31, 2020, more than 26,000 TCAR procedures have been performed globally, including more than 10,300 in
the United States in 2020.
Carotid artery disease is the progressive buildup of plaque causing narrowing of the arteries in the front of the neck, which supply blood flow
to the brain. Plaque can embolize, or break away from the arterial wall, and travel toward the brain and interrupt critical blood supply, leading to
an ischemic stroke. Carotid artery disease is one of the leading causes of stroke, and stroke is one of the most catastrophic, debilitating, and
costly conditions worldwide. We believe the best way to mitigate the mortality, morbidity and cost burden of stroke is to prevent strokes in the
first place. Clinical evidence has demonstrated that with proper diagnosis and treatment, stroke due to carotid artery disease is mostly
preventable. We believe there were approximately 4.3 million people with carotid artery disease in the United States in 2019, with an estimated
432,000 new diagnoses in 2019, and existing treatment options have substantial safety and effectiveness limitations.
The main goal of treating carotid artery disease is to prevent a future stroke. Unfortunately, one of the main complications of existing
treatments for carotid artery disease is causing a stroke, along with other procedure-related adverse events. When intervention beyond medical
management is warranted, the current standard of care for reduction in stroke risk is an invasive carotid revascularization procedure called
carotid endarterectomy, or CEA. To perform a CEA, a physician makes a large incision in the neck, cuts the carotid artery open, and then
removes the plaque from inside the vessel. CEA was first performed in 1953, and while generally effective at reducing stroke risk in the long
term, large randomized clinical trials have demonstrated that CEA is associated with a significant risk of adverse events, including cranial nerve
injury, heart attack, wound complications, and, in some cases, even stroke and death. These risks are elevated in certain patient populations.
To address the invasiveness of CEA, transfemoral carotid artery stenting, or CAS, was developed in the 1990s. The CAS procedure uses
minimally-invasive catheters traveling from a puncture site in the groin to place a stent in the carotid artery in the neck to restrain the plaque and
prevent embolization that could cause a stroke. While both CEA and CAS have been clinically demonstrated to reduce long-term stroke risk,
randomized clinical trials and other studies have shown that CAS, relative to CEA, often results in an almost two-fold increase in stroke within
30 days following treatment, which we believe is due to inadequate protection of the brain. We believe this represents an unacceptable trade-off
relative to the current standard of care of CEA. As such, after almost 30 years of development, CAS has achieved limited adoption and narrow
reimbursement coverage in the United States. CEA remains the standard of care and represented approximately 82% of the approximately
166,000 carotid revascularization
2
Table of Contents
procedures performed in the United States in 2019. Therefore, we believe reducing the rate of morbidity and mortality of CEA is an unmet
clinical need that continues to persist.
TCAR is a minimally-invasive procedure that addresses the morbidity of CEA and the 30-day stroke risk of CAS while maintaining a
reduction in long-term stroke risk beyond the first 30 days. TCAR starts with a small incision in the neck slightly above the collarbone, otherwise
known as transcarotid access, through which our ENROUTE® Transcarotid Stent System, or ENROUTE stent, is placed during a period of
temporary high-rate blood flow reversal that is enabled by our ENROUTE® Transcarotid Neuroprotection System, or ENROUTE NPS. Blood
flow reversal directs embolic debris that could cause a stroke away from the brain, while the stent braces the plaque and prevents embolization
to afford a reduction in long-term stoke risk. We believe that by meeting the standard of brain protection and reduction in 30-day and long-term
stroke risk afforded by CEA, while providing benefits commensurate with an endovascular, minimally-invasive approach, TCAR could become
the preferred alternative for carotid revascularization. Additionally, we believe that as our technology becomes more widely adopted, TCAR may
become a compelling alternative for patients who are treated with medical management alone each year.
Based on the estimated 432,000 new carotid artery disease diagnoses that occurred in the United States in 2019, we believe a total annual
U.S. market opportunity of approximately $2.8 billion exists for our portfolio of TCAR products. There were approximately 166,000 carotid
revascularization procedures performed in 2019, which we estimate to represent a market conversion opportunity greater than $1.1 billion. More
than 10,300 TCAR procedures were performed in 2020 in the United States using our products, representing just over 2% of annual diagnoses
of carotid artery disease.
The safety, effectiveness and clinical advantages of TCAR have been demonstrated in multiple clinical trials, post-market studies and
registries that have been published in peer-reviewed journals representing outcomes in more than 7,000 patients to date. The results of our
U.S. pivotal trial, ROADSTER, reflect the lowest reported 30-day stroke rate for any prospective, multicenter clinical trial of carotid stenting of
which we are aware. Our ROADSTER 2 post-approval study was completed in 2019 and showed a thirty-day stroke rate of 0.6% in the FDA-
analysis population. Additionally, data on real-world outcomes of TCAR relative to CEA and CAS have continued to accrue through the ongoing
TCAR Surveillance Project, or TSP, which is an ongoing open-ended registry sponsored by the Society for Vascular Surgery through the
Vascular Quality Initiative, or VQI. In a VQI study published in the Journal of the American Medical Association in December 2019, a propensity
matched analysis of 3,286 high surgical risk patients in each cohort showed in-hospital stroke or death was 1.6% for TCAR versus 3.1% for
CAS. The differences favoring TCAR persisted through 30 days and 1 year. In a VQI study published in the Annals of Surgery in September
2020, a propensity matched analysis of 6,384 high surgical risk patients in each cohort demonstrated significant reduction in the risk of
postoperative myocardial infarction and cranial nerve injury after TCAR compared to CEA, with no differences in the rates of in-hospital
stroke/death (1.6% TCAR and 1.6% CEA).
We manufacture the ENROUTE NPS and distribute our portfolio of TCAR products from our facility in Sunnyvale, California. We market and
sell our products in the United States through a direct sales organization consisting of 44 sales representatives, known as area managers, or
AMs, and 73 clinical support specialists, known as therapy development specialists, or TDSs, as of December 31, 2020, that are focused on
driving adoption of TCAR among the approximately 2,750 physicians and 750 hospitals in the United States that we believe are responsible for
approximately 80% of carotid revascularization procedures each year. While our current commercial focus is on the U.S. market, our ENROUTE
NPS and ENROUTE stent have obtained CE Mark approval, allowing us to commercialize in Europe in the future. We are also pursuing
regulatory clearances in China and Japan.
TCAR is reimbursed based on established current procedural technology, or CPT, codes and International Classification of Diseases, or
ICD-10, codes related to carotid stenting that track to Medicare Severity Diagnosis Related Group, or MS‐DRG classifications. In September
2016, the Centers for Medicare and Medicaid Services, or CMS, made coverage available for TCAR in symptomatic and
3
Table of Contents
asymptomatic patients at high risk for adverse events from CEA, or high surgical risk, treated at facilities participating in the Society for Vascular
Surgery’s TCAR Surveillance Project using FDA-cleared and approved transcarotid devices. Our ENROUTE NPS and stent are currently the
only FDA-cleared and approved transcarotid devices. Carotid artery disease is most often a disease of the elderly and, as such, CMS is the
primary payer for carotid revascularization procedures, and we estimate that the high surgical risk patient population represents approximately
two-thirds of the treated patient population. We plan to pursue expansion of FDA labeling for the ENROUTE stent, currently indicated for use in
certain patients at high risk for adverse events from CEA, and, upon FDA approval of broader indication(s), pursue CMS coverage for our
products in the remaining one-third of treated patients who qualify under such broader indication(s), including patients who are deemed
standard surgical risk.
We have experienced considerable growth since we began commercializing our products in the United States in late 2015. Our revenue
increased to $75.2 million for the year ended December 31, 2020 compared to $63.4 million and $34.6 million for the years ended December
31, 2019 and 2018, respectively, representing growth of 19% and 83%, respectively. Our net losses were $47.4 million, $52.4 million and $37.6
million for the years ended December 31, 2020, 2019 and 2018, respectively. As of December 31, 2020, 2019 and 2018, our accumulated
deficit was $238.9 million, $191.5 million and $139.1 million, respectively.
Our Product Portfolio
TCAR is enabled by our proprietary portfolio of TCAR products designed to provide direct access to the carotid artery, effective reduction in
stroke risk throughout the procedure, and long-term restraint of carotid plaque. In addition to enabling the safety and effectiveness of TCAR, our
proprietary products are specifically designed to enable a short learning curve, consistent ease of use and physician comfort. Our products are
also currently the only devices cleared and approved by the FDA specifically for transcarotid use.
Today, our product portfolio consists of the following four single use components. Based on our experience, the full product portfolio is used
in the majority of TCAR procedures. In the future we plan to continue to expand our product portfolio to include additional tools and devices to
support the TCAR procedure.
ENROUTE Transcarotid
Neuroprotection System
•
• Used to directly access the common carotid artery and initiate
temporary blood flow reversal
Allows for flow modulation enabling lesion imaging and patient
tolerability
• Only FDA-cleared transcarotid neuroprotection system
ENROUTE Transcarotid Stent
System
ENHANCE Transcarotid
Peripheral Access Kit
ENROUTE 0.014” Guidewire
•
•
Self-expanding, self-tapering stent that conforms to patient
Transcarotid delivery system improves the accuracy and the overall
ergonomics of the TCAR procedure
• Only FDA approved transcarotid stent system
• Used to gain initial access to the common carotid artery
• Only access kit specifically designed for use in the common carotid
artery
• Main conduit for navigating and crossing the target lesion for delivery
of interventional devices
Short working length and proprietary tip designed for TCAR
•
4
Table of Contents
The ENROUTE NPS (510(k) K153485) is cleared for transcarotid vascular access, introduction of diagnostic agents and therapeutic
devices, and embolic protection during carotid artery angioplasty and stenting procedures for patients diagnosed with carotid artery stenosis
and who have appropriate anatomy, and the ENROUTE stent (PMA P140026) is approved for use in conjunction with the ENROUTE NPS for
the treatment of patients at high risk for adverse events from CEA who require carotid revascularization and meet certain criteria.
Clinical Data
The safety, effectiveness and clinical advantages of TCAR have been demonstrated in multiple clinical trials, post-market studies and
registries that have been published in peer-reviewed journals representing outcomes in more than 7,000 patients to date. Our first-in-human
trial, the PROOF Study, was initiated as a feasibility study to assess the safety and performance of the ENROUTE NPS and later was expanded
to support CE marking of the ENROUTE NPS. Data from the PROOF Study were also used to support FDA approval of the investigational
device exemption, or IDE, for the ROADSTER Study. Data from the pivotal cohort of the ROADSTER Study supported FDA 510(k) clearance of
the ENROUTE NPS, and a subset of the data supported pre-market, or PMA, approval of the ENROUTE stent. The results of the pivotal phase
of the ROADSTER study were published in November 2015 in the Journal of Vascular Surgery. We have completed a post market approval
study, ROADSTER 2, which was designed to evaluate the outcomes in TCAR procedures using the ENROUTE stent used in conjunction with
the ENROUTE NPS in broader, “real‑world” use in 692 patients. Data on TCAR outcomes also continues to accrue through the Society for
Vascular Surgery-sponsored TCAR Surveillance Project, an ongoing real‑world, open-ended registry. The VQI 2020 Annual Report stated close
to 16,000 TCAR procedures have been submitted to the registry as of December 31, 2020.
Summary of Key Clinical Trials
Study Type
Patients
Profile
Status/Publication
PROOF
First in Human
CE Marking
DW-MRI Sub-Study
75 pivotal
56 DW-MRI Sub-
Study
High Surgical Risk and
Standard Surgical Risk
Complete
J Endovasc Ther. 2017
Apr;24(2):265-270
ROADSTER
U.S. Pivotal IDE Study
ROADSTER 2
U.S. Post-Approval
Study
TCAR Surveillance Project
Real world observation
67 Lead-in 141 Pivotal
78 Continued
Access
52 Stent Sub-
Study
High Surgical Risk
Complete
J Vasc Surg. 2015
Nov;62(5):1227-34
(pivotal cohort only)
692
Open Ended
High Surgical Risk
High Surgical Risk
Complete Stroke 2020;
16,000 patients as of December
31, 2020 Annals of Surgery:
September 15, 2020 Complete
Journal of the American Medical
Association: December 2019
Complete Journal of the American
College of Surgeons: January
2020
ENROUTE Transcarotid Stent
System
Carotid Stent Systems Used
CE Marked Carotid Stents,
including the Cordis Precise
Stent
FDA Approved Carotid
Stents, including the Cordis
Precise Stent
ENROUTE Transcarotid
Stent System
5
Table of Contents
Summary of TCAR Clinical Trial Outcomes
Stroke at 30 days
All stroke
All stroke and death
Other adverse events at 30 days
Myocardial infarction
Cranial Nerve Injury*
(Acute)
Cranial Nerve Injury
(persisting at 6 months)
Procedural information
Mean procedure time (mins)
Mean length of stay (days)
*Only tabulated for ITT population.
**Evaluated at 90 days.
PROOF First-in-human Clinical Trial
PROOF
ITT population
Pooled ROADSTER
ROADSTER 2
ITT population
Per-protocol
ITT population
Per-protocol
1.3 %
1.3 %
0.0 %
2.7 %
2.7 %
NR
NR
1.4 %
2.3 %
1.4 %
0.5 %
0.0 %
73.2
1.7
0.5 %
1.5 %
1.0 %
NR
NR
NR
NR
1.9 %
2.3 %
0.9 %
1.4 %
0.9 %**
74.8
NR
0.6 %
0.8 %
0.9 %
NR
NR
74.6
1.6
Our first-in-human trial, the PROOF Study, was a single-arm trial conducted at one trial site in Europe from 2009 to 2012. The PROOF
Study was initiated as a feasibility study to assess the safety and performance of the ENROUTE NPS in a limited number of patients, initially
enrolling 10 patients. The PROOF Study was later expanded to 75 patients to collect the clinical data necessary to support CE marking of the
ENROUTE NPS. Data from the PROOF Study were also used to support FDA approval of the IDE for the ROADSTER Study.
The PROOF Study enrolled patients that were classified as high surgical risk, as well as patients classified as standard surgical risk. The
results from the PROOF Study demonstrated that TCAR was technically feasible and resulted in a minor stroke incidence of 1.3% within 30
days (zero major strokes), which was significantly lower than that reported for CAS in prior clinical trials.
Additionally, a sub-study of 56 patients underwent pre- and post-procedure diffusion-weighted magnetic resonance image scanning, or DW-
MRI, to detect new white lesions on the ipsilateral side of the brain as a sensitive surrogate marker of microemboli and brain injury. The analysis
resulted in only 18% of the treatment population presenting with ipsilateral new white lesions, which was also comparable to that reported for
CEA in prior clinical trials and significantly less than that reported in prior CAS trials.
ROADSTER 2 U.S. Post Market Approval Study
The ROADSTER 2 Post Approval Study was a condition of PMA approval for the ENROUTE stent. The study evaluated the outcomes in
TCAR using the ENROUTE stent in conjunction with the ENROUTE NPS in broader, “real world” use. Like the sub-analysis from the
ROADSTER Study that led to PMA approval of the ENROUTE stent, the primary endpoint, which was assessed on a PP basis, was the rate of
procedural success at 30 days in high surgical risk patients with a three year minimum life expectancy.
The ROADSTER 2 post approval study enrolled 692 patients at 42 sites. 61.8% of the participating patients were treated by physicians that
did not participate in the ROADSTER Study. The FDA mandated that at least 70% of the sites be new sites. Enrollment commenced in 2015.
Enrollment and final 30-day
6
Table of Contents
follow-up assessments were completed in 2019 and the results were published in the journal Stroke in August 2020.
In the ROADSTER 2 final report submitted to the FDA in October 2019, data on 632 patients treated PP were presented. The procedural
success rate in ROADSTER 2 was 97.9%. The lower bound of the 2-sided 95% exact binomial confidence intervals of the observed procedural
success rate significantly exceeds the a priori threshold of 85% (p<0.0001). The primary endpoint of ROADSTER 2 was met and, as a result the
rate of procedural success in ROADSTER 2 compares favorably to the rate of procedural success in the in the ROADSTER Sub-Study
population which was 98.1%.
Data from a subset of ROADSTER 2 subjects (n=155) is being analyzed to assess the incidence of ipsilateral stroke from day 31 through
day 365 post-procedure. These data are expected to be published in the future.
The Society for Vascular Surgery’s TCAR Surveillance Project
The TCAR Surveillance Project was implemented in September 2016 as an initiative of the Society for Vascular Surgery Patient Safety
Organization. The TCAR Surveillance Project is an ongoing, open-ended registry that was designed to monitor the safety and effectiveness of
transcarotid stents placed directly into the carotid artery while reversing blood flow within the carotid artery. It is intended to compare TCAR with
CEA in centers that participate in the Society for Vascular Surgery Vascular Quality Initiative, or VQI. The TCAR Surveillance Project was
reviewed by the FDA and deemed to be a scientifically valid extension study of TCAR, thereby allowing CMS to provide coverage within the
parameters of the existing National Coverage Determination. The Society for Vascular Surgery VQI is designed to improve the quality, safety,
effectiveness and cost of vascular health care by collecting and exchanging information, and it is available to all providers of vascular health
care and their respective institutions. Because data from CAS procedures are also collected in the Society for Vascular Surgery VQI,
comparisons of TCAR to CAS can also be made.
Eligible patients must meet the inclusion criteria specified for the TCAR Surveillance Project. Generally, patients must be at high surgical
risk and must have had their TCAR procedure performed using any FDA-cleared transcarotid proximal embolic protection device utilizing flow
reversal, such as our ENROUTE NPS, and any FDA-approved transcarotid stent, such as our ENROUTE stent. To date, the ENROUTE stent
and the ENROUTE NPS are the only such devices cleared and approved by the FDA. TCAR procedures entered into the Society for Vascular
Surgery VQI CAS registry for the TCAR Surveillance Project are eligible for reimbursement by Medicare if the patients meet the requirements
set forth above. We believe the TCAR Surveillance Project represents a unique collaboration between a physician specialty society, the FDA
and CMS. We believe it also marks the first time that CMS has granted broader reimbursement for a stent-based treatment paradigm for carotid
artery disease in a registry not managed by industry.
The TCAR Surveillance Project is intended to be a repository for TCAR procedures and outcomes data to broaden the clinical evidence
base for TCAR. TCAR is one of many surgical and endovascular procedures that is tracked by the Society for Vascular Surgery VQI. Over time,
it is expected that physicians and academic researchers will query the database and produce publications in peer review journals, and present
data at medical conferences, regarding the safety and effectiveness of TCAR in real world use.
The primary outcome measure of the TCAR Surveillance Project is one-year ipsilateral stroke or death. The TCAR Surveillance Project also
tracks in-hospital stroke, death and myocardial infarction. Other secondary outcomes, such as cranial nerve injury and re-intervention, are also
being reported. For the secondary outcome measures, any stroke will be counted and in-hospital stroke events are not limited to the ipsilateral
side.
7
Table of Contents
In the Society for Vascular Surgery Vascular Quality Initiative 2020 Annual Report, it was reported that 421 centers have contributed almost
16,000 TCAR procedures to the CAS VQI registry as of December 31, 2020.
TCAR Surveillance Project: TCAR vs. CAS
In a study published in the Journal of the American Medical Association in December of 2019, TCAR was compared to CAS in a propensity
score matched analysis with 3,286 pairs. TCAR was associated with a lower risk of in-hospital stroke or death (1.6% vs 3.1%; P < .001), stroke
(1.3% vs 2.4%; P = .001), and death (0.4% vs 1.0%; P = .008). As expected with two minimally invasive procedures, there was no statistically
significant difference in the risk of perioperative MI between the two cohorts (0.2% for TCAR vs. 0.3% for TFCAS; P = .47). At 1 year using
Kaplan-Meier life-table estimation, TCAR was associated with a lower risk of ipsilateral stroke or death (5.1% vs 9.6%; hazard ratio, 0.52
[95%CI, 0.41 to 0.66]; P < .001). TFCAS was associated with more radiation (median fluoroscopy time, 5 minutes [interquartile range {IQR}, 3 to
7] vs 16 minutes [IQR, 11 to 23]; P < .001) and more contrast usage (median contrast used, 30 mL [IQR, 20 to 45] vs 80 mL [IQR, 55 to 122]; P
< .001).
TCAR Surveillance Project: TCAR vs. CEA
In a study published in the Annals of Surgery in September of 2020, TCAR was compared to CEA in propensity score matched high
surgical risk patients who underwent TCAR and CEA for carotid artery stenosis (2016-2019). Propensity scores were calculated based on
baseline clinical variables and used to match patients in the two treatment groups (n=6,384 each). The primary endpoint was the combined
outcome of perioperative stroke and/or death. No significant differences were observed between TCAR and CEA in terms of in-hospital
stroke/death [TCAR,1.6% vs. CEA,1.6%, P=.945], stroke [1.4% vs. 1.4%, P=.881], or death [0.4% vs. 0.3%, P=.662]. Compared to CEA, TCAR
was associated with lower rates of in-hospital myocardial infarction [0.5% vs. 0.9%, P=.005], cranial nerve injury [0.4% vs. 2.7%, P<.001], and
post-procedural hypertension [13% vs.18.8%, P<.001]. They were also less likely to stay in the hospital for more than one day [26.4% vs.
30.1%, P<.001]. No significant interaction was observed between procedure and symptomatic status in predicting postoperative outcomes. At
one year, the incidence of ipsilateral stroke or death was similar between the two groups [HR (95%CI): 1.09 (0.87-1.36), P=.44]. This
propensity-score matched analysis demonstrated significant reduction in the risk of postoperative myocardial infarction and cranial nerve injury
after TCAR compared to CEA, with no differences in the rates of stroke/death.
In a study published in the Annals of Surgery in September of 2020, TCAR was compared to CEA in propensity score matched high
surgical risk patients who underwent TCAR and CEA for carotid artery stenosis (2016-2019). Propensity scores were calculated based on
baseline clinical variables and used to match patients in the two treatment groups (n=6,384 each). The primary endpoint was the combined
outcome of perioperative stroke and/or death. No significant differences were observed between TCAR and CEA in terms of in-hospital
stroke/death [TCAR,1.6% vs. CEA,1.6%, P=.945], stroke [1.4% vs. 1.4%, P=.881], or death [0.4% vs. 0.3%, P=.662]. Compared to CEA, TCAR
was associated with lower rates of in-hospital myocardial infarction [0.5% vs. 0.9%, P=.005], cranial nerve injury [0.4% vs. 2.7%, P<.001], and
post-procedural hypertension [13% vs.18.8%, P<.001]. They were also less likely to stay in the hospital for more than one day [26.4% vs.
30.1%, P<.001]. No significant interaction was observed between procedure and symptomatic status in predicting postoperative outcomes. At
one year, the incidence of ipsilateral stroke or death was similar between the two groups [HR (95%CI): 1.09 (0.87-1.36), P=.44]. This
propensity-score matched analysis demonstrated significant reduction in the risk of postoperative myocardial infarction and cranial nerve injury
after TCAR compared to CEA, with no differences in the rates of stroke/death.
TCAR Surveillance Project: Learning Curve
In a study published in the Journal of the American College of Surgeons in January 2020, Kashyap, et al, examined the learning curve of
TCAR performed by surgeons participating in the TCAR Surveillance
8
Table of Contents
Project. The authors reviewed 3,456 TCAR procedures performed by 417 unique practitioners at 178 centers. Patients were grouped into four
levels based upon the physicians’ experience with TCAR at the time of procedure: novice (1-5 cases), intermediate (6-20 cases), advanced (20-
30 cases) and expert (>30 cases). Of the patients analyzed, 41% of patients were treated by novice physicians, 40% of patients were treated by
intermediate physicians, 9% of patients were treated by advanced physicians and 10% of patients were treated by expert physicians. There was
no significant difference in the baseline characteristics by surgeon case experience with three exceptions; expert physicians were more likely to
treat patients with moderate or severe congestive heart failure, novice and intermediate physicians were more likely to treat patients with prior
CEA or CAS, and advanced and expert physicians were more likely to treat patients with CMS medical high-risk criteria. There was a
statistically significant reduction in operative time (novice 81.7 mins, expert 59.6 mins; p<.001) and flow reversal time (novice 12.2 mins, expert
9.7 mins; p<.001) over the four levels. There was a decrease in fluoroscopy time and contrast usage up to the advanced level. Bleeding
complications were significantly less frequent in the advanced and expert groups of physicians. There was no difference in the incidence of
cranial nerve injury across the groups of physicians. Expert physicians were more likely to use local anesthesia compared to the other three
categories of physicians. There was no difference in the technical failure rate across the four categories of physicians. The rate of composite
stroke, stroke alone and death did not differ between the categories. The authors noted that TCAR novices can achieve the same clinical
outcomes as expert practitioners, while in comparison CAS requires more than 50 cases to achieve proficiency.
Ongoing and Planned TCAR Studies
In addition to the Society for Vascular Surgery’s TCAR Surveillance Project, we have two enrolling studies focused on evaluating the
incidence of new white lesions using DW-MRI following the TCAR procedure. This DW-MRI study is based in the European Union enrolling up
to 50 patients to evaluate the rate of sub-clinical embolization, or incidence of new white lesions, as detected on DW-MRI in recently
symptomatic patients. The primary endpoint is the rate of new white lesions as seen on DW-MRI through the 30-day follow-up period compared
to pre-procedure baseline white lesions. The evaluation of the presence of new white lesions is conducted by an independent neuroradiologist.
We are conducting a similar study at four hospitals in the United States and one in the European Union. We have obtained Institutional
review board and ethics committee approvals and enrollment began in June 2019. The objective here is to also evaluate the incidence of post-
procedure DW-MRI lesions compared to baseline in patients (asymptomatic or symptomatic) who were treated with the TCAR procedure. The
primary endpoint is the rate of ipsilateral new white lesions through 30 days with a maximum enrollment of up to 75 patients in this study.
Our Commercial Strategy
We believe there are approximately 2,750 physicians that perform an estimated 80% of annual carotid revascularization procedures in the
United States. Vascular surgeons, who we believe represent the specialty most frequently responsible for managing the care of and receiving
referrals for patients with carotid artery disease, are skilled in endovascular procedures and our sales, marketing, professional education and
medical affairs efforts are focused on driving adoption and supporting their practice development by offering them an innovative, safe, effective
and minimally-invasive alternative for treating carotid artery disease.
In the United States, we market and sell our portfolio of TCAR products through a direct sales organization consisting of 44 sales
representatives, known as area managers, or AMs, as of December 31, 2020. The AMs are complemented by one or more Therapy
Development Specialists in each territory. Our sales professionals have substantial experience launching and establishing new disruptive
therapies and converting open surgical procedures to minimally-invasive alternatives. We primarily market our products directly to vascular
surgeons, their staffs, operating room managers and hospital administrators. We also market to other specialists with experience in CEA and/or
CAS with the appropriate skill set for TCAR, including neurosurgeons, cardiothoracic surgeons and non-surgical interventionalists in radiology,
9
Table of Contents
neuroradiology and cardiology. We do not currently sell our products in markets outside the United States.
Our AMs are responsible for developing territory business plans, targeting and opening new accounts, promoting the benefits of TCAR and
our products, and driving adoption and penetration of TCAR. In addition, they help physicians and their staff to build TCAR programs, drive
certain referral initiatives, and provide resources to help with practice development, reimbursement and patient education. Together with the
TDSs, they also support the training and proper use of our TCAR portfolio of products and provide clinically consultative support for patient
selection, pre-procedure planning, procedure support, and post-procedure care. As we continue to grow the size of our U.S. sales organization,
with a focus on increasing adoption of TCAR by existing customers and expanding our current customer base, we expect to focus on adding a
strategic mix of area managers and therapy development specialists.
Additionally, we support our sales organization with marketing and market and practice development initiatives. We plan to continue to
expand and enhance our marketing and analytics capabilities to support our growing commercial organization and customer base.
Professional Education and Sales Training
We are focused on developing strong relationships with our customers and devote significant resources to training and educating
physicians in the use of TCAR and our associated products. Our Office of Medical Affairs leads our physician education and training programs
in addition to disseminating the scientific information and clinical data supporting TCAR. The Office of Medical Affairs also leads compliance
activities.
Our practice is to require physicians to complete a training program before performing TCAR, which is also a regulatory requirement
derived from the PMA approval of the ENROUTE stent. To facilitate training, we have developed a robust training course including clinical and
procedural details as well as hands-on workshops designed to provide the highest potential for successful outcomes. We conduct physician
training courses in large group, in-person formats as well as virtual and small group, socially distanced formats as needs have dictated during
the COVID-19 pandemic. We also provide training through physician proctors on an as needed basis. As of December 31, 2020, we have
trained and certified approximately 1,800 physicians in the United States.
Through the Office of Medical Affairs, our highly specialized area managers and therapy development specialists, along with other key
employees, receive in-depth training and develop a thorough understanding of carotid artery disease, patient selection, imaging interpretation,
procedure planning, reimbursement and regulatory policies to meaningfully support our customers and maintain compliance. Our extensive
training and continuous education program consists of foundational training, procedure observation, and sales skills development. Our
personnel are selected based on their focus on patient outcomes and the entire customer experience in addition to their technical aptitude.
Coverage and Reimbursement
Since achieving regulatory clearances and approvals for our portfolio of TCAR products, we have made significant progress securing
reimbursement codes and payer coverage.
During the ROADSTER trial, the Society for Vascular Surgery helped to guide modifications of existing CPT reimbursement coding
descriptions to ensure their applicability to TCAR. In 2015, we also confirmed with CMS that TCAR, like CAS, was considered under the
purview of the National Coverage Determination 20.7, or NCD, for Percutaneous Transluminal Angioplasty.
According to the Agency for Healthcare Research and Quality Healthcare Cost and Utilization Project, CMS is the primary payer for carotid
revascularization procedures, representing approximately 79% of the payer mix for CEA and CAS procedures in 2017. TCAR is currently
covered by CMS in high surgical risk patients who are symptomatic with greater than or equal to 70% stenosis. As of September 2016, TCAR
10
Table of Contents
is also covered by CMS in the TCAR Surveillance Project for high surgical risk patients who are either symptomatic with greater than or equal to
50% stenosis or asymptomatic with greater than or equal to 80% stenosis. We intend to seek FDA label expansion for our ENROUTE stent and
CMS coverage for TCAR in standard surgical risk patients, as well as seek new and expanded coverage for TCAR in commercial payer
coverage policies.
TCAR, like CAS, is only reimbursed by Medicare as an inpatient procedure and therefore reimbursed to hospitals under the DRG system.
There are three key aspects of reimbursement in the United States: coding, coverage and payment.
• Coding refers to distinct numeric and alphanumeric billing codes that are used by healthcare providers to report the provision of
medical procedures and the use of supplies for specific patients to payers. CPT codes are published by the American Medical
Association and are used to report medical services and procedures performed by or under the direction of physicians. Medicare pays
physicians for services based on submission of a claim using one or more specific CPT codes. Physician payment for procedures may
vary according to site of service. Hospitals are reimbursed for inpatient procedures based on Medicare Severity Diagnosis Related
Group, or MS-DRG classifications derived from ICD-10-CM diagnosis and ICD-10-PCS codes that describe the patient’s diagnoses and
procedure(s) performed during the hospital stay. MS-DRGs closely calibrate payment for groups of services based on the severity of a
patient’s illness. One single MS-DRG payment is intended to cover all hospital costs associated with treating an individual during his or
her hospital stay, with the exception of physician charges associated with performing medical procedures, which are reimbursed
through CPT codes and payments.
•
Payment refers to the amount paid to providers for specific procedures and supplies. Payment is generally determined by the specific
CPT and billing code. In addition, there may be separate numeric codes, under which the billing code is classified, to establish a
payment amount.
• Coverage refers to decisions made by individual payers as to whether or not to pay for a specific procedure and related supplies and if
so, under what conditions, including specific diagnoses and clinical indications.
Coding for Physicians
In 2014, the Society for Vascular Surgery helped to guide an editorial change by the American Medical Association to CPT 37215 to be
inclusive of TCAR. The Category I CPT code for TCAR, effective January 1, 2015, is CPT 37215: Transcatheter placement of intravascular
stent(s), cervical carotid artery, open or percutaneous, including angioplasty, when performed, and radiological supervision and interpretation;
with distal embolic protection. Published CMS guidance confirms that reverse flow embolic protection systems, such as our ENROUTE NPS,
qualify as distal embolic protection under this code. This code has a 90-day global period. Coverage and payment for CPT code 37215 is only
available from CMS in the inpatient setting, subject to the terms of the National Coverage Determination Manual Section 20.7, and only
available in facilities certified to have met CMS’s minimum facility standards for performing carotid artery stenting, which include local
credentialing requirements. Hospitals participating in the VQI are considered to meet CMS’s minimum facility standards.
Coding for Hospitals
There are a number of appropriate ICD-10-CM diagnosis codes that describe occlusions and stenosis of carotid arteries for asymptomatic
patients as well as cerebral infarction due to embolus and thrombus of carotid arteries for symptomatic patients, which establish medical
necessity. As of October 1, 2020, the proper ICD-10-PCS procedure codes for TCAR includes a code for carotid stenting [e.g.
037(H/J/K/L)3(D/E/F/G)Z] and a code for extracorporeal reverse flow neuroprotection [e.g. X2(H/J) 336] and the appropriate MS-DRGs for
TCAR are 034 when the patient presents with major complications or co-
11
Table of Contents
morbidities (MCC), 035 when the patient presents with a complication or co-morbidity (CC), and 036 for patients without complications or co-
morbidities.
Payment for Physicians
The 2021 national average physician professional fee payment for CPT code 37215 is approximately $1,014. We believe physicians feel
this level of payment represents a reasonable amount for TCAR. CEA procedures are reimbursed under CPT code 35301, for which the 2021
national average physician professional fee payment is $1,150.
Payment for Hospitals
The national unadjusted 2021 payment amounts for MS-DRGs 034, 035 and 036 are $25,546, $15,022 and $11,898, respectively. Based
on prior procedure volumes assigned to MS-DRGs, we estimate that the average payment amount across these three codes is $14,855 in
2021. These single MS DRG payments are intended to cover all hospital costs associated with treating an individual during his or her hospital
stay, with the exception of physician charges associated with performing medical procedures. We believe that facilities feel this level of payment
represents a reasonable amount for the treatment of patients with TCAR. CEA procedures are reimbursed under MS-DRGs 037, 038 and 039.
We expect the national unadjusted 2021 payment amounts for MS-DRGs 037, 038 and 039 to be $21,922, $11,215 and $7,784, respectively.
Based on prior procedure volumes, we estimate that the average payment amount across these three codes to be $10,198. The base payment
amounts for MS-DRGs may vary greatly by individual acute-care hospital for a number of reasons including but not limited to geographic,
teaching status, case-mix index, and use of electronic health record systems.
Coverage
Pursuant to the NCD 20.7 for Percutaneous Transluminal Angioplasty, TCAR is TCAR is currently covered by CMS in high surgical risk
patients who are symptomatic with greater than or equal to 70% stenosis. The TCAR Surveillance Project is an FDA-approved extension study,
and as such, as of September 2016, TCAR is also covered by CMS in the VQI’s TCAR Surveillance Project for high surgical risk patients who
are either symptomatic with greater than or equal to 50% stenosis or asymptomatic with greater than or equal to 80% stenosis. For billing
purposes, facilities and providers can submit claims for the TCAR Surveillance Project using National Clinical Trial identifier NCT02850588.
Patients at high risk for adverse events from CEA are defined as having significant comorbidities or anatomic risk factors and would be poor
candidates for CEA. Symptoms of carotid artery stenosis include carotid transient ischemic attack, focal cerebral ischemia producing a
nondisabling stroke, and transient monocular blindness. The determination that a patient is at high risk for adverse events from CEA and the
patient’s symptoms arising from carotid artery stenosis must be documented in the patient’s medical records.
CMS has created a list of minimum standards modeled in part on professional society statements on competency. All facilities must at least
meet CMS standards in order to receive coverage for CAS, inclusive of TCAR, for high surgical risk patients. Participation in the Society for
Vascular Surgery’s Vascular Quality Initiative can provide evidence of compliance to these standards to CMS.The ENROUTE NPS and the
ENROUTE stent are also included in the CREST-2 Companion Registry, or C2R, but not in the CREST 2 randomized clinical trial itself. The
objective of C2R is to promote the rapid initiation and completion of enrollment in the CREST-2 randomized clinical trial (clinicaltrials.gov ID
NCT02089217). Patient eligibility will include standard surgical risk and high surgical risk patients with symptomatic or asymptomatic carotid
artery disease. Patients will be followed for the occurrence of post-procedural complications. The primary safety and quality endpoint for C2R is
the occurrence of any stroke or death within the 30-day period following the stenting procedure. The safety and quality results from C2R will
guide selection of interventionists for participation in the CREST-2 randomized clinical trial. Enrollment into C2R began in 2015 and will continue
until publication of the primary results of the randomized trial. Providers can bill CMS for TCAR patients enrolled in this registry
using NCT02240862.
12
Table of Contents
Research, Development and Clinical Programs
Our research and development activities encompass basic research, clinical research and product development. Our engineering team has
mechanical engineering, project management, materials science, and prototyping expertise. In addition, our clinical research organization has
trial design and management, data collection and biostatistics expertise.
Our research and development efforts are currently focused on improving and expanding our portfolio of TCAR products and their labeled
indications for use to further improve and simplify the treatment experience for a broad base of patients and physicians. We have worked
together with vascular surgeons and other physicians to develop our products. We believe our research and development capabilities, clinical
and regulatory organizations and unique insights will enable us to continue to lead this emerging category.
Following the completion of our ROADSTER 2 Post Approval Study, our current clinical program consists of ongoing studies in the
European Union and United States to evaluate the rate of sub-clinical embolization as detected through DW-MRI in recently symptomatic
patients. We expect to utilize the results of these clinical studies to support our marketing efforts and encourage continued adoption of TCAR.
We also have a broad intellectual property platform addressing the transcarotid approach and, in the future, we intend to leverage our
expertise to develop new products targeting market opportunities and disease states that could benefit from the physiologic and engineering
advantages made possible by our transcarotid approach, including in the heart, aortic arch and brain.
For the fiscal years ended December 31, 2020, 2019 and 2018, our research, development and clinical expenses were $21.3 million, $12.3
million and $10.3 million, respectively.
Competition
TCAR is a relatively new procedure category and as such the basis of competition for our products is with respect to alternative carotid
revascularization procedures. We are positioning TCAR as an alternative to the existing procedures CEA and CAS, and therefore compete
primarily with manufacturers of medical devices used in those procedures.
The major manufacturers of products, such as patches and shunts, used in connection with CEA include LeMaitre Vascular, Getinge /
Maquet, Baxter, Terumo, Gore and Edwards. Many of these companies are large public companies or divisions of publicly-traded companies
and have several competitive advantages, including established relationships with vascular surgeons who commonly perform the CEA
procedure, significantly greater name recognition and significantly greater sales and marketing resources.
Companies with actively marketed FDA-approved stents and embolic protection devices for use with CAS procedures include Abbott,
Medtronic, Boston Scientific, and Cardinal. Other companies have approved devices not currently marketed in the United States, including
Gore, Terumo and InspireMD. Additionally, some companies have stents and other products in ongoing IDE or planned IDE trial in the US,
including Terumo and InsprireMD. Many of these companies have several competitive advantages including the following: more established
sales and marketing programs and networks, larger portfolio of products, longer operating histories, established relationships with healthcare
professionals and greater name recognition.
In addition to competing for market share for TCAR, we also compete against these companies for personnel, including qualified personnel
that are necessary to grow our business.
We believe the principal competitive factors in our market include the following:
•
Patient outcomes and adverse event rates;
13
Table of Contents
•
•
•
•
•
•
•
•
Patient experience;
Acceptance by treating physicians and referral sources;
Physician learning curve;
Ease-of-use and reliability;
Patient recovery time and level of discomfort;
Economic benefits and cost savings;
Availability of reimbursement; and
Strength of clinical evidence.
We also compete against manufacturers of medications used for medical management of carotid artery disease, including aspirin and
statins. Many such companies are large public companies or divisions of publicly-traded companies and have several competitive advantages
including the following: established treatment patterns where drugs are generally first-line therapy and invasive procedures or surgery are
considered later; established relationships with general practitioners who commonly prescribe such medications; significantly greater name
recognition; and significantly greater sales and marketing resources, including direct-to-consumer advertising.
Finally, we may compete with medical device and pharmaceutical manufacturers outside the United States when we pursue plans to market
our products internationally. Among other competitive advantages, such companies may have more established sales and marketing programs
and networks, established relationships with healthcare professionals and greater name recognition in such markets.
Intellectual Property
We actively seek to protect the intellectual property and proprietary technology that we believe is important to our business, which includes
seeking and maintaining patents covering our technology and products, proprietary processes and any other inventions that are commercially or
strategically important to the development of our business. We also rely upon trademarks to build and maintain the integrity of our brand, and
we seek to protect the confidentiality of trade secrets that may be important to the development of our business.
To protect our proprietary rights, we rely on a combination of trademark, copyright, patent, trade secret and other intellectual property laws,
employment, confidentiality and invention assignment agreements, and protective contractual provisions with our employees, contractors,
consultants, suppliers, partners and other third parties.
As of December 31, 2020, we owned 99 patents globally, of which 59 were issued U.S. patents and 40 were patents outside of the United
States. Our patents expire between November 2024 and May 2037. Our material patents, their jurisdiction, expiration date and the product to
which they relate, are listed in the table below:
14
Table of Contents
Jurisdiction
US
US
US
US
US
US
US
Europe
France
Germany
Italy
Great Britain
Japan
Japan
Patent No.
8,002,728
8,343,089
8,157,760
8,784,355
8,740,834
9,011,364
9,833,555
2,173,425
2,173,425
2,173,425
2,173,425
2,173,425
5,290,290
5,693,661
Expiration Date
12/2/2025
6/22/2025
9/3/2030
8/7/2029
3/6/2029
4/10/2031
10/26/2029
7/18/2028
7/18/2028
7/18/2028
7/18/2028
7/18/2028
7/18/2028
7/18/2028
Related Product
Transcarotid Neuroprotection System
Transcarotid Neuroprotection System
Transcarotid Stent System
Transcarotid Neuroprotection System
Transcarotid Neuroprotection System
Transcarotid Neuroprotection System
Transcarotid Neuroprotection System
Transcarotid Neuroprotection System
Transcarotid Neuroprotection System
Transcarotid Neuroprotection System
Transcarotid Neuroprotection System
Transcarotid Neuroprotection System
Transcarotid Neuroprotection System
Transcarotid Neuroprotection System
Transcarotid Neuroprotection System
As of December 31, 2020, we had 75 pending patent applications globally, including 37 in the United States and 38 outside the United
States.
As of December 31, 2020, we had trademark registrations for “Silk Road Medical,” the “Silk Road Medical” logo, “TCAR,” “Enroute” and the
“Enroute” logo and “Enhance” in the United States, and various other countries. Including these trademark registrations, our trademark portfolio
contained 86 trademark registrations/ applications.
The term of individual patents depends on the legal term for patents in the countries in which they are granted. In most countries, including
the United States, the patent term is generally 20 years from the earliest claimed filing date of a nonprovisional patent application in the
applicable country. We cannot assure that patents will be issued from any of our pending applications or that, if patents are issued, they will be
of sufficient scope or strength to provide meaningful protection for our technology. Notwithstanding the scope of the patent protection available
to us, a competitor could develop treatment methods or devices that are not covered by our patents. Furthermore, numerous U.S. and foreign-
issued patents and patent applications owned by third parties exist in the fields in which we are developing products.
15
Table of Contents
Because patent applications can take many years to issue, there may be applications unknown to us, which applications may later result in
issued patents that our existing or future products or technologies may be alleged to infringe.
There has been substantial litigation regarding patent and other intellectual property rights in the medical device industry. In the future, we
may need to engage in litigation to enforce patents issued or licensed to us, to protect our trade secrets or know-how, to defend against claims
of infringement of the rights of others or to determine the scope and validity of the proprietary rights of others. Litigation could be costly and
could divert our attention from other functions and responsibilities. Furthermore, even if our patents are found to be valid and infringed, a court
may refuse to grant injunctive relief against the infringer and instead grant us monetary damages and/or ongoing royalties. Such monetary
compensation may be insufficient to adequately offset the damage to our business caused by the infringer’s competition in the market.”
Adverse determinations in litigation could subject us to significant liabilities to third parties, could require us to seek licenses from third
parties and could prevent us from manufacturing, selling or using the product, any of which could severely harm our business.
We also seek to maintain certain intellectual property and proprietary know-how as trade secrets, and generally require our partners to
execute non-disclosure agreements prior to any substantive discussions or disclosures of our technology or business plans. Our trade secrets
include proprietary account analytics, user training methods, and operational processes. For more information, please see “Risk Factors—Risks
Related to Intellectual Property.”
Manufacturing and Supply
We currently manufacture the ENROUTE NPS at our approximately 31,000 square foot facility in Sunnyvale, California. This facility
provides approximately 8,000 square feet of space for our production and distribution operations, including manufacturing, quality control and
storage. While we believe our existing facility will be sufficient to meet our manufacturing needs for at least the next three years we supplement
our distribution operations with a third-party logistics and warehousing service and are considering additional leased facilities.
Our manufacturing and distribution operations are subject to regulatory requirements of the FDA’s Quality System Regulation, or QSR, for
medical devices sold in the United States, set forth in 21 CFR part 820, and the European Medical Device Directive 93/42/EEC and
amendments, or MDD, for medical devices marketed in the European Union. The new EU Medical Regulations take effect in May 2021, our
design examination certificates under the MDD remain valid until their expiration. Compliance with the EU MDR will be executed prior to the
expiration of the current MDD certificates. We are also subject to applicable local regulations relating to the environment, waste management
and health and safety matters, including measures relating to the release, use, storage, treatment, transportation, discharge, disposal, sale,
labeling, collection, recycling, treatment and remediation of hazardous substances.
The FDA monitors compliance with the QSR through periodic inspections of our facilities. Our suppliers’ facilities are also subject to FDA
regulations, including the QSR, and unannounced inspections by the FDA and other similar regulatory authorities. Our European Union Notified
Body, British Standards Institute, or BSI, monitors compliance with the MDD requirements through both annual scheduled audits and periodic
unannounced audits of our manufacturing facilities as well as our contract manufacturers’ facilities.
Our failure, or the failure of our suppliers, to maintain acceptable quality requirements and compliance with all applicable healthcare laws
and regulatory requirements could result in the shutdown or significant disruption of our manufacturing operations or the voluntary or involuntary
recall of our products, which could harm our business. In the event that one of our suppliers fails to maintain acceptable quality requirements or
regulatory compliance, we may have to qualify a new supplier and could experience a material adverse effect to manufacturing and
manufacturing delays as a result. For example, in the first
16
Table of Contents
quarter of 2021, we announced the voluntary recall of certain lots of our ENROUTE Transcarotid Stent System, manufactured by one of our
third-party suppliers, Cordis. Our decision to recall these lots was based on complaints we received about tips detaching from the stent delivery
system as well as internal testing that we conducted. Recalls like this one could interrupt the delivery of our TCAR products to customers or
may cause us to have to qualify a new supplier, either of which could cause our results of operations to be adversely impacted.
Our quality management system is ISO 13485 and MDD Certified. We have been an FDA registered medical device establishment and
California licensed medical device manufacturer since 2011. We moved to our current Sunnyvale, California facility in June 2018, which was
registered with the FDA in June 2018 and was issued a California device manufacturing license in August 2018. An ISO 13485 audit was
conducted in September 2018 and our facility was recommended for certification.
The FDA conducted a total of five establishment inspections of our manufacturing facility in Sunnyvale, California in 2014, 2015, 2016 and
2020. A one-observation Form 483 Notice of Observation was issued in April 2015 relating to a transcription error in patient line listings and no
additional follow up with the FDA was required. In February 2020, a one-observation Form 483 Notice of Observation was issued relating to the
calibration method used for a specific type of measurement tool. In response, we initiated a Corrective and Preventive Action, or CAPA, and the
Form 483 Notice of Observation was officially closed in June 2020. We believe that we are in compliance, in all material respects, with all
applicable FDA requirements, including the QSR.
Since obtaining ISO 13485 certification in 2011, BSI has conducted scheduled surveillance audits annually, recertification audits every third
year, and periodic unannounced audits since the initial certification period starting in 2011 for compliance with ISO 13485 and MDD. The most
recent recertification audit was conducted in November 2020, and no major non-conformities were identified. The most recent surveillance audit
was conducted in October 2019, and no major non-conformities were identified. The most recent unannounced audit was conducted in July
2014, and no major non-conformities were identified. We believe that we are in compliance, in all material respects, with all ISO 13485 and
MDD requirements.
Manufacturing of the materials and components of the ENROUTE NPS are provided by approved suppliers, all of which are single source
suppliers of key components, sub-assemblies and materials. We purchase finished transcarotid access kit, guidewires and stents through
contract manufacturers. Cardinal is our contract manufacturer and currently the sole source supplier for the ENROUTE stent. We typically
maintain several months’ worth of ENROUTE stents in inventory, and we estimate that it would take between one and two years to qualify a
second source supplier for our ENROUTE stent. The suppliers for the ENROUTE NPS and our other product lines are evaluated, qualified and
approved through a stringent supplier management program, which includes various evaluations, assessments, qualifications, validations,
testing and inspection to ensure the supplier can meet acceptable quality requirements. We implement a strict change control policy with our
key suppliers to ensure that no component or process changes are made without our prior approval.
Order quantities and lead times for components purchased from suppliers are based on our forecasts derived from historical demand and
anticipated future demand. Lead times for components may vary depending on the size of the order, time required to fabricate and test the
components, specific supplier requirements and current market demand for the components, sub-assemblies and materials. We perform
assembly, testing, inspection and final product release activities for the ENROUTE NPS. Finished ENROUTE NPS devices are ethylene oxide
sterilized at a qualified supplier.
Government Regulation
United States Food & Drug Administration
Our products and operations are subject to extensive and ongoing regulation by the FDA under the Federal Food, Drug, and Cosmetic Act,
or FDCA, and its implementing regulations, as well as other
17
Table of Contents
federal and state regulatory bodies in the United States. The laws and regulations govern, among other things, product design and
development, pre-clinical and clinical testing, manufacturing, packaging, labeling, storage, record keeping and reporting, clearance or approval,
marketing, distribution, promotion, import and export, and post-marketing surveillance.
Unless an exemption applies, each new or significantly modified medical device we seek to commercially distribute in the United States will
require either a premarket notification to the FDA requesting permission for commercial distribution under Section 510(k) of the Federal Food,
Drug and Cosmetic Act, or FDCA, also referred to as a 510(k) clearance, or approval from the FDA of a PMA application. Both the 510(k)
clearance and PMA processes can be resource intensive, expensive, and lengthy, and require payment of significant user fees, unless an
exemption is available.
Device classification
Under the FDCA, medical devices are classified into one of three classes-Class I, Class II or Class III-depending on the degree of risk
associated with each medical device and the extent of control needed to provide reasonable assurances with respect to safety and
effectiveness.
Class I includes devices with the lowest risk to the patient and are those for which safety and effectiveness can be reasonably assured by
adherence to a set of FDA regulations, referred to as the General Controls for Medical Devices, which require compliance with the applicable
portions of the QSR, facility registration and product listing, reporting of adverse events and malfunctions, and appropriate, truthful and non-
misleading labeling and promotional materials. Some Class I devices, also called Class I reserved devices, also require premarket clearance by
the FDA through the 510(k) premarket notification process described below. Most Class I products are exempt from the premarket notification
requirements.
Class II devices are those that are subject to the General Controls, and special controls as deemed necessary by the FDA to ensure the
safety and effectiveness of the device. These special controls can include performance standards, patient registries, FDA guidance documents
and post-market surveillance. Most Class II devices are subject to premarket review and clearance by the FDA. Premarket review and
clearance by the FDA for Class II devices is accomplished through the 510(k) premarket notification process.
Class III devices include devices deemed by the FDA to pose the greatest risk such as life-supporting or life-sustaining devices, or
implantable devices, in addition to those deemed novel and not substantially equivalent following the 510(k) process. The safety and
effectiveness of Class III devices cannot be reasonably assured solely by the General Controls and Special Controls described above.
Therefore, these devices are subject to the PMA application process, which is generally more costly and time consuming than the 510(k)
process. Through the PMA application process, the applicant must submit data and information demonstrating reasonable assurance of the
safety and effectiveness of the device for its intended use to the FDA’s satisfaction. Accordingly, a PMA application typically includes, but is not
limited to, extensive technical information regarding device design and development, pre-clinical and clinical trial data, manufacturing
information, labeling and financial disclosure information for the clinical investigators in device studies. The PMA application must provide valid
scientific evidence that demonstrates to the FDA’s satisfaction a reasonable assurance of the safety and effectiveness of the device for its
intended use.
If a new medical device does not qualify for the 510(k) premarket notification process because no predicate device to which it is
substantially equivalent can be identified, the device is automatically classified into Class III. The Food and Drug Administration Modernization
Act of 1997 established a new route to market for low to moderate risk medical devices that are automatically placed into Class III due to the
absence of a predicate device, called the “Request for Evaluation of Automatic Class III Designation,” or the de novo classification process. This
process allows a manufacturer whose novel device is automatically classified into Class III to request down-classification of its medical device
into Class I or
18
Table of Contents
Class II on the basis that the device presents low or moderate risk, rather than requiring the submission and approval of a PMA. If the
manufacturer seeks reclassification into Class II, the manufacturer must include a draft proposal for special controls that are necessary to
provide a reasonable assurance of the safety and effectiveness of the medical device. The FDA may reject the reclassification petition if it
identifies a legally marketed predicate device that would be appropriate for a 510(k) or determines that the device is not low to moderate risk
and requires PMA or that general controls would be inadequate to control the risks and special controls cannot be developed.
The investigational device process
In the United States, absent certain limited exceptions, human clinical trials intended to support medical device clearance or approval
require an IDE application. Some types of studies deemed to present “non-significant risk” are deemed to have an approved IDE once certain
requirements are addressed and IRB approval is obtained. If the device presents a “significant risk” to human health, as defined by the FDA, the
sponsor must submit an IDE application to the FDA and obtain IDE approval prior to commencing the human clinical trials. The IDE application
must be supported by appropriate data, such as animal and laboratory testing results, showing that it is safe to test the device in humans and
that the testing protocol is scientifically sound. The IDE application must be approved in advance by the FDA for a specified number of subjects.
Generally, clinical trials for a significant risk device may begin once the IDE application is approved by the FDA and the study protocol and
informed consent are approved by appropriate institutional review boards at the clinical trial sites. There can be no assurance that submission
of an IDE will result in the ability to commence clinical trials, and although the FDA’s approval of an IDE allows clinical testing to go forward for a
specified number of subjects, it does not bind the FDA to accept the results of the trial as sufficient to prove the product’s safety and
effectiveness, even if the trial meets its intended success criteria.
All clinical trials must be conducted in accordance with the FDA’s IDE regulations that govern investigational device labeling, prohibit
promotion and specify an array of recordkeeping, reporting and monitoring responsibilities of study sponsors and study investigators. Clinical
trials must further comply with the FDA’s good clinical practice regulations for institutional review board approval and for informed consent and
other human subject protections. Required records and reports are subject to inspection by the FDA. The results of clinical testing may be
unfavorable, or, even if the intended safety and effectiveness success criteria are achieved, may not be considered sufficient for the FDA to
grant marketing approval or clearance of a product. The commencement or completion of any clinical trial may be delayed or halted, or be
inadequate to support approval of a PMA application, for numerous reasons, including, but not limited to, the following:
•
•
•
•
•
•
The FDA or other regulatory authorities do not approve a clinical trial protocol or a clinical trial, or place a clinical trial on hold;
Patients do not enroll in clinical trials at the rate expected;
Patients do not comply with trial protocols;
Patient follow-up is not at the rate expected;
Patients experience adverse events;
Patients die during a clinical trial, even though their death may not be related to the products that are part of the trial;
• Device malfunctions occur with unexpected frequency or potential adverse consequences;
•
Side effects or device malfunctions of similar products already in the market that change the FDA’s view toward approval of new or
similar PMAs or result in the imposition of new requirements or testing;
19
Table of Contents
•
•
•
Institutional review boards and third-party clinical investigators may delay or reject the trial protocol;
Third-party clinical investigators decline to participate in a trial or do not perform a trial on the anticipated schedule or consistent with
the clinical trial protocol, investigator agreement, investigational plan, good clinical practices, the IDE regulations, or other FDA or IRB
requirements;
Third-party investigators are disqualified by the FDA;
• We or third-party organizations do not perform data collection, monitoring and analysis in a timely or accurate manner or consistent with
the clinical trial protocol or investigational or statistical plans, or otherwise fail to comply with the IDE regulations governing
responsibilities, records, and reports of sponsors of clinical investigations;
•
Third-party clinical investigators have significant financial interests related to us or our study such that the FDA deems the study results
unreliable, or the company or investigators fail to disclose such interests;
• Regulatory inspections of our clinical trials or manufacturing facilities, which may, among other things, require us to undertake corrective
action or suspend or terminate our clinical trials;
• Changes in government regulations or administrative actions;
•
•
The interim or final results of the clinical trial are inconclusive or unfavorable as to safety or effectiveness; or
The FDA concludes that our trial design is unreliable or inadequate to demonstrate safety and effectiveness.
The 510(k) approval process
Under the 510(k) process, the manufacturer must submit to the FDA a premarket notification, demonstrating that the device is “substantially
equivalent,” as defined in the statute, to a legally marketed predicate device.
A predicate device is a legally marketed device that is not subject to premarket approval, i.e., a device that was legally marketed prior to
May 28, 1976 (pre-amendments device) and for which a PMA is not required, a device that has been reclassified from Class III to Class II or I,
or a device that was previously found substantially equivalent through the 510(k) process. To be “substantially equivalent,” the proposed device
must have the same intended use as the predicate device, and either have the same technological characteristics as the predicate device or
have different technological characteristics and not raise different questions of safety or effectiveness than the predicate device. Clinical data is
sometimes required to support substantial equivalence.
After a 510(k) premarket notification is submitted, the FDA determines whether to accept it for substantive review. If it lacks necessary
information for substantive review, the FDA will refuse to accept the 510(k) notification. If it is accepted for filing, the FDA begins a substantive
review. The Medical Device User Fee Amendments sets a performance goal of 90 days for FDA review of a 510(k) submission, but the review
time can be delayed if FDA raises questions or requests addition information during the review process. As a practical matter, clearance often
takes longer, and clearance is never assured. Although many 510(k) premarket notifications are cleared without clinical data, the FDA may
require further information, including clinical data, to make a determination regarding substantial equivalence, which may significantly prolong
the review process. If the FDA agrees that the device is substantially equivalent, it will grant clearance to commercially market the device.
20
Table of Contents
If the FDA determines that the device is not “substantially equivalent” to a predicate device, or if the device is automatically classified into
Class III, the device sponsor must then fulfill the much more rigorous premarketing requirements of the PMA approval process, or seek
reclassification of the device through the de novo process. A manufacturer can also submit a petition for direct de novo review if the
manufacturer is unable to identify an appropriate predicate device and the new device or new use of the device presents a moderate or low risk.
After a device receives 510(k) clearance, any modification that could significantly affect its safety or effectiveness, or that would constitute a
new or major change in its intended use, will require a new 510(k) clearance or, depending on the modification, could require a PMA application
or de novo classification. The FDA requires each manufacturer to determine whether the proposed change requires submission of a 510(k) or a
PMA in the first instance, but the FDA can review any such decision and disagree with a manufacturer’s determination. Many minor
modifications are accomplished by a letter-to-file in which the manufacture documents the change in an internal letter-to-file. The letter-to-file is
in lieu of submitting a new 510(k) to obtain clearance for such change. The FDA can always review these letters to file in an inspection. If the
FDA disagrees with a manufacturer’s determination regarding whether a new premarket submission is required for the modification of an
existing device, the FDA can require the manufacturer to cease marketing and/or recall the modified device until 510(k) clearance or approval of
a PMA application is obtained.
Over the last several years, the FDA has proposed reforms to its 510(k) clearance process, and such proposals could include increased
requirements for clinical data and a longer review period, or could make it more difficult for manufacturers to utilize the 510(k) clearance process
for their products. For example, in November 2018, FDA officials announced forthcoming steps that the FDA intends to take to modernize the
premarket notification pathway under Section 510(k) of the FDCA. Among other things, the FDA announced that it planned to develop
proposals to drive manufacturers utilizing the 510(k) pathway toward the use of newer predicates. These proposals included plans to potentially
sunset certain older devices that were used as predicates under the 510(k) clearance pathway, and to potentially publish a list of devices that
have been cleared on the basis of demonstrated substantial equivalence to predicate devices that are more than 10 years old. In May 2019, the
FDA solicited public feedback on these proposals. The FDA requested public feedback on whether it should consider certain actions that might
require new authority, such as whether to sunset certain older devices that were used as predicates under the 510(k) clearance pathway. These
proposals have not yet been finalized or adopted, and the FDA may work with Congress to implement such proposals through legislation.
More recently, in September 2019, the FDA finalized guidance describing an optional “safety and performance based” premarket review
pathway for manufacturers of “certain, well-understood device types” to demonstrate substantial equivalence under the 510(k) clearance
pathway by showing that such device meets objective safety and performance criteria established by the FDA, thereby obviating the need for
manufacturers to compare the safety and performance of their medical devices to specific predicate devices in the clearance process. The FDA
intends to develop and maintain a list device types appropriate for the “safety and performance based” pathway and will continue to develop
product-specific guidance documents that identify the performance criteria for each such device type, as well as the testing methods
recommended in the guidance documents, where feasible.
The PMA approval process
Following receipt of a PMA application, the FDA conducts an administrative review to determine whether the application is sufficiently
complete to permit a substantive review. If it is not, the agency will refuse to file the PMA. If it is, the FDA will accept the application for filing and
begin the review. The FDA, by statute and by regulation, has 180 days to review a filed PMA application, although the review of an application
more often occurs over a significantly longer period of time. During this review period, the FDA may request additional information or
clarification of information already provided, and the FDA may issue a major deficiency letter to the applicant, requesting the applicant’s
response to deficiencies communicated by the FDA. The FDA considers a PMA or PMA supplement to have been voluntarily
21
Table of Contents
withdrawn if an applicant fails to respond to an FDA request for information (e.g., major deficiency letter) within a total of 360 days. Before
approving or denying a PMA, an FDA advisory committee may review the PMA at a public meeting and provide the FDA with the committee’s
recommendation on whether the FDA should approve the submission, approve it with specific conditions, or not approve it. The FDA is not
bound by the recommendations of an advisory committee, but it considers such recommendations carefully when making decisions.
Prior to approval of a PMA, the FDA may conduct inspections of the clinical trial data and clinical trial sites, as well as inspections of the
manufacturing facility and processes. Overall, the FDA review of a PMA application generally takes between one and three years, but may take
significantly longer. The FDA can delay, limit or deny approval of a PMA application for many reasons, including:
•
•
•
The device may not be shown safe or effective to the FDA’s satisfaction;
The data from pre-clinical studies and/or clinical trials may be found unreliable or insufficient to support approval;
The manufacturing process or facilities may not meet applicable requirements; and
• Changes in FDA approval policies or adoption of new regulations may require additional data.
If the FDA evaluation of a PMA is favorable, the FDA will issue either an approval letter, or an approvable letter, the latter of which usually
contains a number of conditions that must be met in order to secure final approval of the PMA. When and if those conditions have been fulfilled
to the satisfaction of the FDA, the agency will issue a PMA approval letter authorizing commercial marketing of the device, subject to the
conditions of approval and the limitations established in the approval letter. If the FDA’s evaluation of a PMA application or manufacturing
facilities is not favorable, the FDA will deny approval of the PMA or issue a not approvable letter. The FDA also may determine that additional
tests or clinical trials are necessary, in which case the PMA approval may be delayed for several months or years while the trials are conducted
and data is submitted in an amendment to the PMA, or the PMA is withdrawn and resubmitted when the data are available. The PMA process
can be expensive, uncertain and lengthy and a number of devices for which the FDA approval has been sought by other companies have never
been approved by the FDA for marketing.
New PMA applications or PMA supplements are required for modification to the manufacturing process, equipment or facility, quality control
procedures, sterilization, packaging, expiration date, labeling, device specifications, ingredients, materials or design of a device that has been
approved through the PMA process. PMA supplements often require submission of the same type of information as an initial PMA application,
except that the supplement is limited to information needed to support any changes from the device covered by the approved PMA application
and may or may not require as extensive technical or clinical data or the convening of an advisory panel, depending on the nature of the
proposed change.
In approving a PMA application, as a condition of approval, the FDA may also require some form of post-approval study or post-market
surveillance, whereby the applicant conducts a follow-up study or follows certain patient groups for a number of years and makes periodic
reports to the FDA on the clinical status of those patients when necessary to protect the public health or to provide additional or longer term
safety and effectiveness data for the device. The FDA may also require post-market surveillance for certain devices cleared under a 510(k)
notification, such as implants or life-supporting or life-sustaining devices used outside a device user facility. The FDA may also approve a PMA
application with other post-approval conditions intended to ensure the safety and effectiveness of the device, such as, among other things,
restrictions on labeling, promotion, sale, distribution and use.
22
Table of Contents
Pervasive and Continuing Regulation
After a device is placed on the market, numerous regulatory requirements continue to apply. These include:
•
•
The FDA’s QSR, which requires manufacturers, including their suppliers, to follow stringent design, testing, control, documentation and
other quality assurance procedures during all aspects of the manufacturing process;
Labeling regulations and FDA prohibitions against the promotion of products for uncleared, unapproved or off-label uses;
• Medical device reporting, or MDR, regulations, which require that manufacturers report to the FDA if their device may have caused or
contributed to a death or serious injury or malfunctioned in a way that would likely cause or contribute to a death or serious injury if the
malfunction were to recur;
• Medical device recalls, which require that manufacturers report to the FDA any recall of a medical device, provided the recall was
initiated to either reduce a risk to health posed by the device, or to remedy a violation of the FDCA caused by the device that may
present a risk to health; and
•
Post-market surveillance regulations, which apply when necessary to protect the public health or to provide additional safety and
effectiveness data for the device.
We have registered with the FDA as a medical device manufacturer and a specification developer and have obtained a manufacturing
license from the California Department of Public Health, or CDPH. The FDA and CDPH have broad post-market and regulatory enforcement
powers. We are subject to unannounced inspections by the FDA and the Food and Drug Branch of CDPH to determine our compliance with the
QSR and other regulations, and these inspections may include the manufacturing facilities of our suppliers. Additionally, our Notified Body, BSI,
regularly inspects our manufacturing, design and operational facilities to ensure ongoing ISO 13485 compliance in order to maintain our CE
mark.
Failure to comply with applicable regulatory requirements can result in enforcement action by the FDA, which may include any of the
following sanctions:
• Warning letters, fines, injunctions, consent decrees and civil penalties;
• Repair, replacement, refunds, recall or seizure of our products;
• Operating restrictions, partial suspension or total shutdown of production;
• Refusing our requests for 510 (k) clearance or premarket approval of new products, new intended uses or modifications to existing
products;
• Withdrawing 510 (k) clearance or premarket approvals that have already been granted; and
• Criminal prosecution.
European Union
Our portfolio of TCAR products is regulated in the European Union as a medical device per the European Union Directive 93/42/EEC, also
known as the MDD. The MDD sets out the basic regulatory framework for medical devices in the European Union. The system of regulating
medical devices operates by way of a certification for each medical device. Each certified device is marked with the CE mark which shows that
the device has a Certificat de Conformité. There are national bodies known as Competent Authorities in each member state which oversee the
implementation of the MDD within their
23
Table of Contents
jurisdiction. The means for achieving the requirements for the CE mark vary according to the nature of the device. Devices are classified in
accordance with their perceived risks, similarly to the U.S. system. The class of a product determines the conformity assessment required
before the CE mark can be placed on a product. Conformity assessments for our products are carried out as required by the MDD. Each
member state can appoint Notified Bodies within its jurisdiction. If a Notified Body of one member state has issued a Certificat de Conformité,
the device can be sold throughout the European Union without further conformance tests being required in other member states. The CE mark
is contingent upon continued compliance with the applicable regulations and the quality system requirements of the ISO 13485 standard. Our
current CE mark is issued by BSI. When the new EU Medical Regulations take effect in May 2021, our design examination certificates under the
MDD remain valid until their expiration. Compliance with the EU MDR will be executed prior to the expiration of the current MDD certificates.
Health Insurance Portability and Accountability Act
The Health Insurance Portability and Accountability Act of 1996, or HIPAA, as amended by the Health Information Technology for Economic
and Clinical Health Act, or HITECH, established federal protection for the privacy and security of health information. Under HIPAA, the
Department of Health and Human Services, or HHS, has issued regulations to protect the privacy and security of protected health information
used or disclosed by “Covered Entities,” including healthcare providers and their Business Associates. HIPAA also regulates standardization of
data content, codes and formats used in healthcare transactions and standardization of identifiers for health plans and providers. The privacy
regulations protect medical records and other protected health information by limiting their use and release, giving patients the right to access
their medical records and limiting most disclosures of health information to the minimum amount necessary to accomplish an intended purpose.
The HIPAA security standards require the adoption of administrative, physical, and technical safeguards and the adoption of written security
policies and procedures. HIPAA requires Covered Entities to execute Business Associate Agreements with their Business Associates and
subcontractors, who provide services to Covered Entities and who need access to protected health information. In addition, companies that
would not otherwise be subject to HIPAA may become contractually obligated to follow HIPAA requirements through agreements with Covered
Entities and Business Associates, and some of our customers may require us to agree to these provisions.
In addition, HIPAA and other federal privacy regulations, such as Section 5 of the Federal Trade Commission Act, there are a number of
state laws regarding the privacy and security of health information and personal data that apply to us. The compliance requirements of these
laws, including additional breach reporting requirements, and the penalties for violation vary widely, and new privacy and security laws in this
area are evolving. Requirements of these laws and penalties for violations vary widely.
If we or our operations are found to be in violation of HIPAA, HITECH, or their implementing regulations, we may be subject to penalties,
including civil and criminal penalties, fines, and exclusion from participation in federal or state healthcare programs, and the curtailment or
restructuring of our operations. HITECH increased the civil and criminal penalties that may be imposed against Covered Entities, their Business
Associates and possibly other persons, and gave state attorneys general new authority to file civil actions for damages or injunctions in federal
courts to enforce the federal HIPAA laws and seek attorney’s fees and costs associated with pursuing federal civil actions.
U.S. Federal, State and Foreign Fraud and Abuse Laws
The federal and state governments have enacted, and actively enforce, a number of laws to address fraud and abuse in federal healthcare
programs. Our business is subject to compliance with these laws.
Anti-Kickback Statutes
The federal Anti-Kickback Statute prohibits persons from knowingly and willfully soliciting, offering, receiving or providing remuneration,
directly or indirectly, in exchange for or to induce either the referral of an individual, or the furnishing or arranging for a good or service, for which
payment may be made under
24
Table of Contents
a federal healthcare program, such as Medicare or Medicaid. A person or entity does not need to have actual knowledge of the statute or
specific intent to violate it to have committed a violation.
The definition of “remuneration” has been broadly interpreted to include anything of value, including, for example, gifts, certain discounts,
the furnishing of free supplies, equipment or services, credit arrangements, payment of cash and waivers of payments. Several courts have
interpreted the statute’s intent requirement to mean that if any one purpose of an arrangement involving remuneration is to induce referrals of
federal healthcare covered businesses, the statute has been violated. Violations of the federal Anti-Kickback Statute may result in civil monetary
penalties up to $104,330 for each violation, plus up to three times the remuneration involved. Civil penalties for such conduct can further be
assessed under the federal False Claims Act. Violations can also result in criminal penalties, including criminal fines of up to $100,000 and
imprisonment of up to 10 years. Similarly, violations can result in exclusion from participation in government healthcare programs, including
Medicare and Medicaid. In addition, some kickback allegations have been claimed to violate the Federal False Claims Act.
The Office of Inspector General, or OIG, of the HHS has issued a series of regulations known as “safe harbors.” These safe harbors set
forth provisions that, if all their applicable requirements are met, will assure healthcare providers and other parties that they will not be
prosecuted under the Anti-Kickback Statute. The failure of a transaction or arrangement to fit precisely within one or more safe harbors does not
necessarily mean that it is per se illegal or that prosecution will be pursued. However, conduct and business arrangements that do not fully
satisfy an applicable safe harbor may result in increased scrutiny by government enforcement authorities such as OIG.
Many states have adopted laws similar to the Anti-Kickback Statute. Some of these state prohibitions apply to referral of recipients for
healthcare products or services reimbursed by any source, not only government healthcare programs, and may apply to payments made
directly by the patient.
Government officials have focused their enforcement efforts on the marketing of healthcare services and products, among other activities,
and recently have brought cases against companies, and certain individual sales, marketing and executive personnel, for allegedly offering
unlawful inducements to potential or existing customers in an attempt to procure their business.
Federal False Claims Act
The federal False Claims Act, or FCA, imposes liability on any person or entity that, among other things, knowingly presents, or causes to
be presented, a false or fraudulent claim for payment by a federal healthcare program. The qui tam provisions of the FCA allow a private
individual to bring actions on behalf of the federal government alleging that the defendant has violated the FCA and to share in any monetary
recovery. In addition, various states have enacted false claims laws analogous to the FCA, and many of these state laws apply where a claim is
submitted to any third-party payer and not only a federal healthcare program.
When an entity is determined to have violated the FCA, it may be required to pay up to three times the actual damages sustained by the
government, plus civil fines and penalties ranging from $11,665 and $23,331 for each false claim, subject to adjustment for inflation. As part of
any settlement, the government may require the entity to enter into a corporate integrity agreement, which imposes certain compliance,
certification and reporting obligations. There are many potential bases for liability under the FCA. Liability arises, primarily, when an entity
knowingly submits, or causes another to submit, a false claim for reimbursement to the federal government. The federal government has used
the FCA to assert liability on the basis of kickbacks, or in instances in which manufacturers have provided billing or coding advice to providers
that the government considered to be inaccurate. In these cases, the manufacturer faces liability for “causing” a false claim. In addition, the
federal government has prosecuted companies under the FCA in connection with off-label promotion of products. Our activities relating to the
reporting of discount and rebate information and other information affecting federal, state and third-party
25
Table of Contents
reimbursement of our products and the sale and marketing of our products may be subject to scrutiny under these laws.
We are exposed to the risk of fraud or other misconduct by our employees, collaborators, vendors, principal investigators, consultants,
independent contractors, and commercial partners. It is not always possible to identify and deter employee misconduct, and the precautions we
take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from
governmental investigations or other actions or lawsuits stemming from a failure to comply with these laws or regulations. If any such actions
are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions could have a significant impact
on our business, including the imposition of significant fines or other sanctions. While we are unaware of any current matters, we are unable to
predict whether we will be subject to actions under the FCA or a similar state law, or the impact of such actions. Whether or not we are
successful in defending against any such actions or investigations, we could incur substantial costs, including legal fees, and divert the attention
of management in defending ourselves against any of these claims or investigations, which could have a material adverse effect on our
business and financial condition.
Civil Monetary Penalties
The Civil Monetary Penalty Act of 1981 imposes penalties against any person or entity that, among other things, is determined to have
presented or caused to be presented a claim to a federal healthcare program that the person knows or should know is for an item or service
that was not provided as claimed or is false or fraudulent, or offering or transferring remuneration to a federal healthcare beneficiary that a
person knows or should know is likely to influence the beneficiary’s decision to order or receive items or services reimbursable by the
government from a particular provider or supplier.
Open Payments
The Physician Payments Sunshine Act, known as “Open Payments” and enacted as part of the Affordable Care Act, requires all
pharmaceutical and medical device manufacturers of products covered by Medicare, Medicaid or the Children’s Health Insurance Program to
report annually to HHS: payments and transfers of value to physicians, certain other healthcare providers, and teaching hospitals, and
ownership and investment interests held by physicians and their immediate family members. Additionally, on October 24, 2018, President
Trump signed into law the “Substance Use-Disorder Prevention that Promoted Opioid Recovery and Treatment for Patients and Communities
Act” which in part (under a provision entitled “Fighting the Opioid Epidemic with Sunshine”) extends the reporting and transparency
requirements for physicians in the Physician Payments Sunshine Act to physician assistants, nurse practitioners, and other mid-level
practitioners (with reporting requirements going into effect in 2022 for payments made in 2021). Applicable manufacturers are required to submit
annual reports to CMS. Failure to submit required information may result in civil monetary penalties of up to $176,495 per annual report for
failing to report payments in a timely manner. Knowingly failing to submit payment information may result in a civil money penalty of up to
$1,176,638. We are subject to Open Payments and the information we disclose may lead to greater scrutiny, which may result in modifications
to established practices and additional costs. Additionally, similar reporting requirements have also been enacted on the state level
domestically, and an increasing number of countries worldwide either have adopted or are considering similar laws requiring transparency of
interactions with healthcare professionals.
Foreign Corrupt Practices Act
The Foreign Corrupt Practices Act, or FCPA, prohibits any U.S. individual or business from paying, offering, or authorizing payment or
offering of anything of value, directly or indirectly, to any foreign official, political party or candidate for the purpose of influencing any act or
decision of the foreign entity in order to assist the individual or business in obtaining or retaining business. The FCPA also obligates companies
whose securities are listed in the United States to comply with accounting provisions requiring us to maintain books and records that accurately
and fairly reflect all transactions of the corporation,
26
Table of Contents
including international subsidiaries, if any, and to devise and maintain an adequate system of internal accounting controls for international
operations.
International Laws
In Europe, various countries have adopted anti-bribery laws providing for severe consequences in the form of criminal penalties and
significant fines for individuals or companies committing a bribery offense. Violations of these anti-bribery laws, or allegations of such violations,
could have a negative impact on our business, results of operations and reputation.
For instance, in the United Kingdom, under the U.K. Bribery Act 2010, a bribery occurs when a person offers, gives or promises to give a
financial or other advantage to induce or reward another individual to improperly perform certain functions or activities, including any function of
a public nature. Bribery of foreign public officials also falls within the scope of the U.K. Bribery Act 2010. An individual found in violation of the
U.K. Bribery Act 2010, faces imprisonment of up to ten years. In addition, the individual can be subject to an unlimited fine, as can commercial
organizations for failure to prevent bribery.
There are also international privacy laws that impose restrictions on the access, use, and disclosure of health information. All of these laws
may impact our business. Our failure to comply with these privacy laws or significant changes in the laws restricting our ability to obtain required
patient information could significantly impact our business and our future business plans.
U.S. Centers for Medicare and Medicaid Services
Medicare is a federal program administered by CMS through fiscal intermediaries and carriers. Available to individuals age 65 or over, and
certain other individuals, the Medicare program provides, among other things, healthcare benefits that cover, within prescribed limits, the major
costs of most medically necessary care for such individuals, subject to certain deductibles and copayments.
CMS has established guidelines for the coverage and reimbursement of certain products and procedures by Medicare. In general, in order
to be reimbursed by Medicare, a healthcare procedure furnished to a Medicare beneficiary must be reasonable and necessary for the diagnosis
or treatment of an illness or injury, or to improve the functioning of a malformed body part. The methodology for determining coverage status
and the amount of Medicare reimbursement varies based upon, among other factors, the setting in which a Medicare beneficiary received
healthcare products and services. Any changes in federal legislation, regulations and policy affecting CMS coverage and reimbursement
relative to the procedure using our products could have a material effect on our performance.
CMS also administers the Medicaid program, a cooperative federal/state program that provides medical assistance benefits to qualifying
low income and medically needy persons. State participation in Medicaid is optional, and each state is given discretion in developing and
administering its own Medicaid program, subject to certain federal requirements pertaining to payment levels, eligibility criteria and minimum
categories of services. The coverage, method and level of reimbursement vary from state to state and is subject to each state’s budget
restraints. Changes to the availability of coverage, method or level of reimbursement for TCAR may affect future revenue negatively if
reimbursement amounts are decreased or discontinued.
All CMS programs are subject to statutory and regulatory changes, retroactive and prospective rate adjustments, administrative rulings,
interpretations of policy, intermediary determinations, and government funding restrictions, all of which may materially increase or decrease the
rate of program payments to healthcare facilities and other healthcare providers, including those paid for TCAR.
27
Table of Contents
United States Health Reform
Changes in healthcare policy could increase our costs and subject us to additional regulatory requirements that may interrupt
commercialization of our current and future solutions. Changes in healthcare policy could increase our costs, decrease our revenue and impact
sales of and reimbursement for our current and future products. The ACA substantially changes the way healthcare is financed by both
governmental and private insurers, and significantly impacts our industry. The United States and some foreign jurisdictions are considering or
have enacted a number of legislative and regulatory proposals to change the healthcare system in ways that could affect our ability to sell our
products profitably. Among policy makers and payers in the United States and elsewhere, there is significant interest in promoting changes in
healthcare systems with the stated goals of containing healthcare costs, improving quality or expanding access. Current and future legislative
proposals to further reform healthcare or reduce healthcare costs may limit coverage of or lower reimbursement for the procedures associated
with the use of our products. The cost containment measures that payers and providers are instituting and the effect of any healthcare reform
initiative implemented in the future could impact our revenue from the sale of our products.
The implementation of the Affordable Care Act in the United States, for example, has changed healthcare financing and delivery by both
governmental and private insurers substantially, and affected medical device manufacturers significantly. The Affordable Care Act imposed,
among other things, a 2.3% federal excise tax, with limited exceptions, on any entity that manufactures or imports Class I, II and III medical
devices offered for sale in the United States that began on January 1, 2013. Through a series of legislative amendments, the tax was
suspended for 2016 through 2019. In December 2019, this excise tax was permanently repealed for medical device sales, effective after
December 31, 2019. The Affordable Care Act also provided incentives to programs that increase the federal government’s comparative
effectiveness research, and implemented payment system reforms including a national pilot program on payment bundling to encourage
hospitals, physicians and other providers to improve the coordination, quality and efficiency of certain healthcare services through bundled
payment models. Additionally, the Affordable Care Act has expanded eligibility criteria for Medicaid programs and created a new Patient-
Centered Outcomes Research Institute to oversee, identify priorities in, and conduct comparative clinical effectiveness research, along with
funding for such research. We do not yet know the full impact that the Affordable Care Act will have on our business. There have been judicial
and Congressional challenges to certain aspects of the Affordable Care Act, and we expect additional challenges and amendments in the
future. It is unclear how efforts to repeal and replace the ACA will impact the healthcare industry or our business operations.
In addition, other legislative changes have been proposed and adopted since the Affordable Care Act was enacted. For example, the
Budget Control Act of 2011, among other things, included reductions to CMS payments to providers of 2% per fiscal year, which went into effect
on April 1, 2013 and, due to subsequent legislative amendments to the statute, will remain in effect through 2029 unless additional
Congressional action is taken. Additionally, the American Taxpayer Relief Act of 2012, among other things, reduced CMS payments to several
providers, including hospitals, and increased the statute of limitations period for the government to recover overpayments to providers from
three to five years.
We believe that there will continue to be proposals by legislators at both the federal and state levels, regulators and third-party payers to
reduce costs while expanding individual healthcare benefits. Certain of these changes could impose additional limitations on the rates we will be
able to charge for our current and future products or the amounts of reimbursement available for our current and future products from
governmental agencies or third-party payers. Current and future healthcare reform legislation and policies could have a material adverse effect
on our business and financial condition.
28
Table of Contents
Human Capital
Building and Supporting Human Capital
We understand the commitment our employees make to our company and we take our commitment to them very seriously. Consistent with
this commitment, we strive to create a work environment in which everyone is empowered to develop, to contribute, and to thrive. We strongly
believe our corporate culture is the operating system that powers the company. We talk about it, obsess over it, and have even given it a name
– Cartwheel Culture.
Our Cartwheel Culture is uniquely ours and it’s one we love and nurture every day. Our Cartwheel Culture provides a shared set of beliefs
that drives everyday behaviors. These include:
▪ Courage: We think big. We act boldly. We take on new challenges. We challenge ourselves and our colleagues to try new things that
are difficult. We take smart risks. We explore new ideas and do things differently.
▪
▪
▪
▪
Focus on Core Strength: We unleash our strengths and shore up weaknesses in our company, in every department and in each
member of TCAR Nation.
Flexibility: We view opportunities and challenge from all angles…even upside down. We explore all possibilities and are both willing and
able to respond to changing circumstances and expectations. We make it a priority to listen and understand other people’s ideas and
viewpoints.
Lend a Hand: We actively support each other to achieve our common goal. Teamwork Matters.
Persistence: We believe that innovation comes from persistence and learning from our mistakes. We are persistent in the pursuit of our
goals and believe that it’s better to try and sometimes fail than to sit tight and fail for sure. We learn from the mistakes we make and
move forward.
Commitment to Diversity and Inclusion
At December 31, 2020, we had 281 employees, all located within the United States. 188 employees were engaged in marketing, sales, and
administrative activities, 40 were engaged in research and development activities, and 53 were engaged in manufacturing operations. During
2020, the number of employees increased by 57. Our workforce consists of a highly skilled, diverse, and engaged team dedicated to the
company’s mission and goals. We are proud of the gender diversity in our organization with female’s representing 48% of our organization. This
ratio is consistent across leadership roles within the company, where women represent 50% of our people leaders and 44% of our executive
leaders. We strive to create an inclusive work environment that represents the diversity in the communities we live and work.
Commitment to a Workplace Free of Discrimination and Harassment
In addition to our focus on our Cartwheel Culture, we strive to create a workplace that is free of bias, prejudice, discrimination and
harassment. Our employment policies are designed to protect all employees and provide for their welfare and guides our behaviors and
interactions. In short, we do not tolerate discrimination or harassment. We are also committed to maintaining a workplace free from harassment
based on any protected characteristic.
Commitment to Equal Employment Opportunity
We are committed to maintaining a work environment in which all individuals are treated with respect and dignity. Everyone has the right to
work in a professional atmosphere that promotes equal employment opportunities in all aspects of employment and personnel matters
(including, without limitation, recruiting and hiring, job assignment, compensation, opportunities for advancement, evaluation, benefits, training,
discipline, and termination), and prohibits discriminatory practices.
29
Table of Contents
Commitment to Creating a Safe, Healthy and Secure Work Environment
We are committed to providing a safe, healthy and secure work environment for all employees and visitors. Safety is extremely important to
the company and we comply with all applicable health, safety and environmental laws as well as our Safety Programs. These Safety Programs
and associated procedures have been developed and implemented throughout the company’s facility with employees’ safety in mind. These
programs include an Injury and Illness Prevention Program, an Emergency Action Plan, an Exposure Control Plan, a Hazard Communication
Program and a Hazardous Waste Management Program. In addition, any employee working in a hospital operating room is required to wear a
dosimetry badge that monitors occupational radiation exposure and compliance with annual limits.
In addition, the COVID-19 pandemic has forced our society to accept new ways of working and interacting and this will continue to cause a
shift in how we operate both in our Sunnyvale headquarters location and in the hospitals in which we work. Our headquarters is located in
Santa Clara County which was the first county in the nation to issue a shelter in place order. As COVID-19 started to spread across the U.S., we
implemented a remote work policy earlier than our county required, as a precautionary measure to ensure the health and safety of our
headquarter based employees. This shift required that we and every member of TCAR Nation to embrace a new way of working and put new
energy into creating an office environment that is safe, healthy, and inspiring to work in.
Commitment to Competitive and Fair Compensation
We believe that employees should be compensated fairly for their contributions to the company. We practice paying competitive salaries
and hourly wages. In order to ensure we pay our employees competitively, annual benchmarking is completed on all positions throughout the
company. We use external benchmarking surveys to guide our assessment of salary competitiveness. Each position is evaluated based on level
of the role, the complexity of the position, and years of experience required. Our compensation program consists of the three primary
components: base salary, annual bonus targets (non-sales), commission plans (sales), and equity. In addition, all employees are eligible to
participate in our Employee Stock Purchase Program. The Compensation Committee is responsible for our executive compensation programs
for our executive officers and reports to our board of directors on its discussions, decisions and other actions.
Commitment to Learning and Development
We believe that the professional development of our employees is a critical element to the success of our company. We have an extensive
training and development program in place for our salesforce. This includes a robust clinical training continuum for our therapy development
specialists, area managers and area directors. We also actively support the professional education of our production team to ensure the
manufacture of a quality product. We also offer leadership development training for managers.
Commitment to the Health and Wellbeing of our Employees
Our top priorities are to maintain the health and wellbeing of our employees and their families. To achieve this goal, we offer a
comprehensive employee benefits package with a variety of options. These programs include Medical, Dental, Vision, Life Insurance, Disability
Programs, Retirement Programs including a match on the 401(k), Flexible Spending Accounts (FSAs), Health Savings Accounts (HSAs) with a
generous employer contribution, EAP, and an ESPP. We pay 83% of healthcare premium costs on behalf of our employees. For new parents,
we offer up to 160 hours of child bonding leave and provided a benefit for new moms who travel for business that allows for them to pump milk
and ship it back home. In addition, we provide paid vacation and holiday time.
Commitment to Corporate Philanthropy
Through our corporate philanthropy program, Lend a Hand, we are committed to supporting social causes and educational initiatives that
help build stronger and healthier communities. Over the years, we
30
Table of Contents
have been involved in a variety of projects including holiday gift drives, school backpack drives, the hand making and donation of blankets to a
local rehabilitation and healthcare center near our headquarters. We also provide support by sponsoring the Stroke Awareness Foundation’s
Fight Stroke Walk, building bikes for under privileged children at our National Sales meeting, and during the COVID-19 pandemic, we made a
financial and in-kind donation to the Valley Medical Foundation and a financial donation to Meals on Wheels. We also used our logistics team to
distribute PPE Equipment including face masks, frocks, gloves, shoe covers, beard covers and hair nets that was donated by a third party to
hospitals around the U.S. Most recently, employees participated in the Cycle Nation fundraising event with the American Heart Association.
Corporate and other Information
We were incorporated in Delaware on March 21, 2007 as Silk Road Medical, Inc. Our principal executive offices are located at 1213
Innsbruck Drive, Sunnyvale, CA 94089, and our telephone number is (408) 720-9002. Our website address is www.silkroadmed.com. Investors
and others should note that we announce material financial information to our investors using SEC filings, press releases, our investor relations
website, public conference calls and webcasts. We use these channels as well as social media to communicate with investors, customers and
the public about our company, our products and other issues. It is possible that information we post on social media channels could be deemed
to be material information. We encourage investors, our customers and others interested in our company to review the information we post on
our Facebook page (https://www.facebook.com/SilkRoadMed/) and Twitter feed (https://twitter.com/silkroadmed). The information on, or that
may be accessed through, our website and social media channels is not incorporated by reference into this Annual Report on Form 10-K and
should not be considered a part of this Annual Report on Form 10-K.
31
Table of Contents
Item 1A. Risk Factors
We have identified the following risks and uncertainties that may have a material adverse effect on our business, financial condition, results
of operations and future growth prospects. Our business could be harmed by any of these risks. The risks and uncertainties described below
are not the only ones we face. The occurrence of any of the following risks or additional risks and uncertainties not presently known to us or that
we currently believe to be immaterial could materially and adversely affect our business, financial condition, results of operations and future
prospects. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment. In
assessing these risks, you should also refer to the other information contained in this Annual Report on Form 10-K, including our condensed
financial statements and related notes. Please also see “Cautionary Notes Regarding Forward-Looking Statements.”
Summary of Principal Risk Factors
The following risks and uncertainties are among the most significant we face. However, the risks and uncertainties identified in this
subsection are not the only ones we face, and are qualified in their entirety by reference to all of the risk factors described in Item 1A.
General Risks Related to Our Business
• Our business is dependent upon the broad adoption of TCAR by hospitals and physicians. Physicians may not adopt our products
unless they are able to determine, based on experience, clinical data, medical society recommendations and other analyses, that our
products provide a safe and effective treatment alternative for carotid artery disease.
•
•
•
Adoption of TCAR depends upon positive clinical data and medical society recommendations, and negative clinical data or medical
society recommendations would adversely affect our business.
If we are not able to maintain adequate levels of third-party coverage and reimbursement for the procedures using our products, if third
parties rescind or modify their coverage, or if patients are left with significant out-of-pocket costs, it would have a material adverse effect
on our business, financial condition and results of operations.
The COVID-19 pandemic and efforts to reduce its spread have impacted, and may in the future periods negatively impact, our business
and operations.
• We rely on Cordis, a Cardinal Health Company, or Cordis, to supply the ENROUTE stent, and if Cordis fails to supply the ENROUTE
stent in sufficient quantities or at all, it will have a material adverse effect on our business, financial condition and results of operations.
• We depend on a limited number of single source suppliers to manufacture our components, sub-assemblies and materials, which
makes us vulnerable to supply shortages and price fluctuations that could have a material adverse effect on our business, financial
condition and results of operations.
• We have a history of net losses, we expect to incur operating losses in the future and we may not be able to achieve or sustain
profitability.
Intellectual Property Risks
• We may become a party to intellectual property litigation or administrative proceedings that could be costly and could interfere with our
ability to sell and market our products. It is possible that U.S. and foreign patents and pending patent applications or trademarks
controlled by third parties may be alleged to cover our products, or that we may be accused of misappropriating third parties’ trade
secrets. An adverse result in any litigation proceeding could put one or more of our
32
Table of Contents
patents at risk of being invalidated or interpreted narrowly, which could adversely affect our competitive business position, financial
condition and results of operations.
• Our success will depend on our ability to obtain, maintain and protect our intellectual property rights. Our intellectual property could be
challenged, invalidated, infringed, and circumvented by third parties. Even if we have valid and enforceable patents, these patents still
may not provide protection against competing products or processes sufficient to achieve our business objectives.
• We may not be able to protect our intellectual property rights throughout the world. A company may attempt to commercialize
competing products utilizing our proprietary design, trademarks or tradenames in foreign countries where we do not have sufficient
patent protection and where legal recourse may be limited. This may have a significant commercial impact on our future foreign
business operations.
•
The failure of third parties to meet their contractual, regulatory, and other obligations could adversely affect our business. We rely on
suppliers, vendors, outsourcing partners, consultants, alliance partners and other third parties to research, develop, manufacture and
commercialize our products and manage certain parts of our business.
Regulatory Risks
• Our products have in the past and could in the future be subject to product recalls that could harm our reputation or increase the
probability of inspection by, or additional scrutiny from, the FDA. Additional recalls of our products would divert managerial attention and
could be expensive, harm our reputation with customers and harm our financial condition and results of operations.
• Changes in the CMS fee schedules may harm our revenue and operating results. Reductions of reimbursement by Medicare or
Medicaid for procedures that use our products or changes in policy regarding coverage of these procedures may be implemented from
time to time. In addition, reductions in the reimbursement rates and changes in payment policies of other third-party payers may occur
from time to time. Any decline in the amount that payers reimburse our customers for TCAR could make it difficult for customers to
continue using, or to adopt, our products and could create additional pricing pressure for us.
•
•
If we fail to comply with broad based healthcare and other governmental regulations, we could face substantial fines and penalties and
our business, results of operations and financial condition could be adversely affected. Our arrangements with physicians, hospitals and
medical centers expose us to broadly applicable fraud and abuse and other laws and regulations that may restrict the financial
arrangements and relationships through which we market, sell and distribute our products. Any action brought against us for violations
of these laws or regulations, even successfully defended, could cause us to incur significant legal expenses and divert our
management’s attention from the operation of our business.
If we fail to obtain and maintain necessary regulatory clearances or approvals for our products, or if clearances or approvals for future
products and indications are delayed or not issued, our commercial operations would be harmed. The FDA can delay, limit or deny
clearance or approval of a device or a new indication for many reasons, and even if we are granted regulatory clearances or approvals,
they may include significant limitations on the indicated uses for the product, which may limit the market for the product. Additionally, we
may experience regulatory delays or may be unsuccessful in our effort to seek a label expansion for the ENROUTE stent in standard
surgical risk patients, or obtain reimbursement from CMS or other payors, any of which would materially limit our market opportunity.
• Our clinical trials may fail to demonstrate competent and reliable evidence of the safety and effectiveness of our products, which would
prevent or delay commercialization of our products in development. Clinical testing is expensive and can take many years to complete,
and its
33
Table of Contents
outcome is inherently uncertain. We cannot be certain that our planned clinical trials or any other future clinical trials will be successful.
Risks Related to Our Business
We have a history of net losses, we expect to incur operating losses in the future and we may not be able to achieve or sustain
profitability.
We have incurred net losses since our inception in March 2007. For the years ended December 31, 2020, 2019 and 2018, we had a net
loss of $47.4 million, $52.4 million, and $37.6 million, respectively, and we expect to continue to incur additional losses in the future. As of
December 31, 2020, we had an accumulated deficit of $238.9 million. To date, we have financed our operations primarily through equity and
debt financings and from sales of our portfolio of TCAR products that enable transcarotid artery revascularization, or TCAR. The losses and
accumulated deficit have primarily been due to the substantial investments we have made to develop our products, as well as for costs related
to general research and development, including clinical and regulatory initiatives to obtain marketing approval, sales and marketing efforts and
infrastructure improvements.
Over the next several years, we expect to continue to devote a substantial amount of our resources to expand commercialization efforts and
increase adoption of TCAR using our products, improve and expand reimbursement for TCAR, and develop additional products. In addition, as
a public company, we incur significant legal, accounting, Director & Officer liability insurance and other expenses that we did not incur as a
private company, all of which continue to increase. Accordingly, we expect to continue to incur operating losses for the foreseeable future and
we cannot assure you that we will achieve profitability in the future or that, if we do become profitable, we will sustain profitability. Our failure to
achieve and sustain profitability in the future will make it more difficult to finance our business and accomplish our strategic objectives, which
would have a material adverse effect on our business, financial condition and results of operations and cause the market price of our common
stock to decline. In addition, failure of our products to significantly penetrate the target markets would negatively affect our business, financial
condition and results of operations.
We rely on, and currently sell products to enable, TCAR, which is our only product offering.
To date, all of our revenue has been derived, and we expect it to continue to be derived in the near term, from sales of our products that
enable TCAR. TCAR is a relatively new treatment option for certain patients diagnosed with carotid artery disease and, as a result, physician
awareness of TCAR and our products, and experience with TCAR and our products, is limited. A number of factors that are outside of our
control may contribute to fluctuations in our financial results, including:
•
•
•
Physician and hospital demand for our products and the extent of adoption of TCAR, including the rate at which physicians recommend
our products and TCAR to their patients;
Positive or negative media coverage, or public, patient and/or physician perception, of our products and TCAR or competing products
and procedures;
Any safety or effectiveness concerns that arise regarding our products or TCAR;
• Unanticipated delays in product development or product launches;
• Our ability to maintain our current or obtain further regulatory clearances or approvals;
• Delays in, or failure of, product, component and material deliveries by our third-party suppliers; and
•
Introduction of new products or procedures for treating carotid artery disease that compete with our products and the TCAR procedure.
34
Table of Contents
It is therefore difficult to predict our future financial performance and growth, and such forecasts are inherently limited and subject to a
number of uncertainties. If our assumptions regarding the risks and uncertainties we face, which we use to plan our business, are incorrect or
change due to circumstances in our business or our markets, or if we do not address these risks successfully, our operating and financial results
could differ materially from our expectations and our business could suffer.
In addition, because we devote substantially all of our resources to our products that enable TCAR and rely on our products and the
adoption of TCAR as our sole source of revenue, any factors that negatively impact our products or TCAR, or result in a decrease in sales of
products, could have a material adverse effect on our business, financial condition and results of operations.
Our business is dependent upon the broad adoption of TCAR by hospitals and physicians.
Our future growth and profitability largely depends on our ability to increase physician awareness of TCAR and on the willingness of
physicians to adopt our products and TCAR, and to recommend the procedure to their patients. Physicians may not adopt our products unless
they are able to determine, based on experience, clinical data, medical society recommendations and other analyses, that our products provide
a safe and effective treatment alternative for carotid artery disease. Even if we are able to raise awareness among physicians, physicians tend
to be slow in changing their medical treatment practices and may be hesitant to select our products or TCAR for recommendation to patients for
a variety of reasons, including:
•
Long-standing relationships with competing companies and distributors that sell other products, such as stents and embolic protection
devices for transfemoral carotid artery stenting, or CAS;
• Competitive response and negative selling efforts from providers of alternative carotid revascularization products;
•
•
Perceived liability risk generally associated with the use of new products and procedures;
Lack or perceived lack of sufficient clinical evidence, including long-term data, supporting clinical benefits;
• Reluctance to change to or use new products and procedures;
•
•
Perceptions that our products are unproven; and
Time commitment and skill development that may be required to gain familiarity and proficiency with TCAR and our products.
Physicians play a significant role in determining the course of a patient’s treatment for carotid artery disease and, as a result, the type of
treatment that will be recommended or provided to a patient. We focus our sales, marketing and education efforts primarily on vascular
surgeons, and aim to educate referring physicians such as vascular surgeons, cardiologists, radiologists, neurologists, neurosurgeons and
general practitioners regarding the patient population that would benefit from TCAR. However, we cannot assure you that we will achieve broad
education or market acceptance among these practitioners. For example, if diagnosing physicians that serve as the primary point of contact for
patients are not made aware of TCAR, they may not refer patients to physicians for treatment using our products, and those patients may
instead not seek treatment at all or may be treated with alternative procedures. In addition, some physicians may choose to utilize TCAR on
only a subset of their total patient population or may not adopt TCAR at all. If a physician experiences an adverse event in one or more of their
TCAR patients or elects to convert TCAR to CEA mid-procedure, they may not continue offering and performing TCAR at the same rate or at
all. Further, as TCAR is a new procedure, it may not fit into the workstreams of certain physicians. If we are not able to effectively demonstrate
that TCAR is beneficial in a broad range of patients, adoption of TCAR will be limited and may not occur as rapidly as we anticipate or at all,
which would have a material adverse effect on our business, financial condition and results of operations. We
35
Table of Contents
cannot assure you that TCAR or our products will achieve broad market acceptance among hospitals and physicians. Any failure of TCAR or
our products to satisfy demand or to achieve meaningful market acceptance and penetration will harm our future prospects and have a material
adverse effect on our business, financial condition and results of operations.
In addition, the medical device industry’s relationship with physicians is under increasing scrutiny by the Health and Human Services Office
of the Inspector General, or OIG, the Department of Justice, or DOJ, state attorneys general, and other foreign and domestic government
agencies. Our failure to comply with laws, rules and regulations governing our relationships with physicians, or an investigation into our
compliance by the OIG, DOJ, state attorneys general or other government agencies, could significantly harm our business.
In most cases, before physicians can use our products for the first time, our products must be approved for use by a hospital's new product
or value analysis committee, or the staff of a hospital or health system. Following such approval, we may be required to enter into a purchase
contract. Such approvals or requirements to enter into a purchase contract could deter or delay the use of our products by physicians. We
cannot provide assurance that our efforts to obtain such approvals, enter into purchase contracts, or generate adoption will be successful or
increase the use of our products, and if we are not successful, it could have a material adverse effect on our business, financial condition and
results of operations.
Adoption of TCAR depends upon positive clinical data and medical society recommendations, and negative clinical data or
medical society recommendations would adversely affect our business.
The rate of adoption of TCAR and sales of our products that facilitate the procedure is heavily influenced by clinical data. Although the
Society for Vascular Surgery’s TCAR Surveillance Project contains real world data comparing procedures, we have not conducted head-to-head
clinical trials to compare TCAR to the procedures historically available to patients, such as CEA or CAS, which may limit the adoption of TCAR.
Additionally, the Carotid Revascularization and Medical Management for Asymptomatic Carotid Stenosis 2 clinical trial is currently funded by the
National Institutes of Health, which compares the effectiveness of each of CEA and CAS with best medical management solutions. Although we
estimate that enrollment will not be completed until 2024, interim results have been released from time to time. At the completion of the four-
year follow-up, the trial could conclude that medical management alone achieves the same therapeutic results as CEA and/or CAS, which could
have an adverse impact on the adoption of TCAR. Finally, our competitors and third parties may also conduct clinical trials of our products
without our participation. Unfavorable or inconsistent clinical data from existing or future clinical trials conducted by us, our competitors or third
parties, the interpretation of our or other clinical data or findings of new or more frequent adverse events, could have a material adverse effect
on our business, financial condition and results of operations.
As physicians are influenced by guidelines issued by physician organizations, such as the Society for Vascular Surgery, the rate of adoption
of TCAR and sales of our products that facilitate the procedure are also heavily influenced by medical society recommendations. We believe the
Society for Vascular Surgery’s Clinical Practice Guidelines, or SVS Guidelines, are of particular importance to the broader market acceptance of
TCAR. The most current SVS Guidelines on the management of carotid artery disease, which were last published in 2011, do not specifically
mention TCAR as a treatment for carotid artery disease, but generally discuss CAS and embolic protection methods, including flow reversal.
The proposed updated SVS Guidelines on the management of carotid artery disease are currently publicly available for comment through
February 24, 2021. If the next version of the SVS Guidelines do not recommend TCAR, or if the Society for Vascular Surgery issues a negative
or limited statement regarding TCAR, physicians may not adopt or continue to use TCAR or our products at the same rate or at all, which would
have a material adverse effect on our business, financial condition and results of operations. Additionally, if key opinion leaders who currently
support TCAR cease to recommend TCAR or our products, our business, financial condition and results of operations will be adversely affected.
36
Table of Contents
Adoption of TCAR depends upon appropriate physician training, and inadequate training may lead to negative patient outcomes,
affect adoption of TCAR and adversely affect our business.
The success of TCAR depends in part on the skill of the physician performing the procedure and on our customers’ adherence to
appropriate patient selection and proper techniques provided in training sessions conducted by our training faculty. For example, we train our
customers to ensure correct use of our ENROUTE NPS and proper deployment of our ENROUTE stent. However, physicians rely on their
previous medical training and experience when performing TCAR, and we cannot guarantee that all such physicians will have the necessary
surgical and endovascular skills to perform the procedure. While we mandate physician attendance at our TCAR training program or training
with proctors, we do not control which physicians perform TCAR or how much training they receive. Physicians who have not completed our
training sessions may nonetheless attempt to perform TCAR. If physicians perform TCAR in a manner that is inconsistent with its labeled
indications, with components that are not our products or without adhering to or completing our training sessions, their patient outcomes may
not be consistent with the outcomes achieved in our and other clinical trials, studies or registries of TCAR. This result may negatively impact the
perception of patient benefit and safety and limit adoption of TCAR and our products that facilitate the procedure, which would have a material
adverse effect on our business, financial condition and results of operations. Additionally, physician organizations may adopt physician
credentialing guidelines requiring TCAR training more extensive than our training program. If physicians conclude that we do not provide
adequate TCAR training, they may be less likely to adopt TCAR and our products, which could have a material adverse effect on our business,
financial condition and results of operations.
The COVID-19 pandemic and efforts to reduce its spread have impacted, and may in the future periods negatively impact, our
business and operations.
The spread of COVID-19 and its variants, or COVID-19, in the United States has resulted in travel restrictions impacting our sales
professionals and therapy development specialists who support them. However, our field-based team continues to be available to support
TCAR procedures, either in person or virtually. Members of our field team may, however, choose not to enter hospitals due to preexisting
conditions, personal choice, or on doctors’ orders or may be unable to enter hospitals due to hospital policy. During the second quarter we also
cancelled or rescheduled most of our training programs, resulting in fewer new physicians trained on the TCAR procedure relative to our plans.
In addition, hospitals may reduce staffing and postpone certain procedures in response to COVID-19 or divert resources to treat those patients
with COVID-19. Some hospitals have also restricted or limited access for non-patients, including our sales professionals and therapy
development specialists, which has negatively impacted our access to physicians and their patients. Our business and operations may be
impacted by new hospital sanitization and social distancing protocols, as well as increased competition for operating room and hybrid operating
rooms within hospitals that have dedicated certain resources only to COVID-19 patients. Additionally, we anticipate that an increase in the
unemployment rate due to the impact of COVID-19 may decrease the number of potential patients with health insurance, which may result in
fewer diagnoses, a lower number of procedures, or a shift to procedures which are reimbursed by government payers. As hospitals cancel and
defer elective surgeries, it reduces their revenue and impacts their financial results, which could result in pricing pressure on our products as
they seek cost savings. Prolonged restrictions relating to COVID-19 could adversely affect our procedures and the revenue we derive as a
result. Additionally, some hospitals may have cash flow problems or cease doing business due to the impact of COVID-19 on their operations,
which could reduce the number of hospitals where TCAR is performed and adversely affect our ability to collect amounts due to us and our
revenue as a result.
We expect these challenges to continue to impact the number of TCAR procedures in 2021, but the extent cannot be quantified at this time.
Our customers’ patients are also experiencing the economic impact of the current pandemic. Even an important surgical procedure like TCAR
may be less of a priority than other priorities for those patients who have lost their jobs, are furloughed, have reduced work hours or are worried
about the continuation of their medical insurance. Patients may also be reluctant to visit
37
Table of Contents
their physicians at their offices or in hospitals due to fear of contracting COVID-19. Physicians may not be performing as many diagnostic tests
for their patients and the labs where these tests are performed may not be open, staffed adequately or open the entire day. Even where
physicians continue to treat symptomatic patients, treatment of asymptomatic patients is being deferred in many cases in areas where COVID-
19 cases and hospitalizations are significant. The reduction in diagnostic testing and physician visits, the increase in deferred treatment, and
patient behaviors are translating into fewer than expected TCAR procedures being performed in the current environment.
Governmental mandates related to COVID-19 or other infectious diseases have impacted, and we expect them to continue to impact, our
personnel and personnel at third-party manufacturing facilities in the United States and other countries, and the availability or cost of materials,
which would disrupt our supply chain and/or reduce our margins. For instance, in March 2020, the Health Officers of the county of Santa Clara,
where our headquarters, distribution and ENROUTE NPS assembly and packaging facility is located, issued a mandatory shelter-in-place order.
The Health Officers have since issued orders relaxing certain requirements but requiring all businesses in the county to continue to require
workers to do their jobs from home whenever possible, and provided further that workers are permitted to go into work only to complete the job
duties they cannot complete from home. While we have continued to operate with remote employees and essential employees on site, an
extended implementation of this governmental mandate could impact our ability to operate effectively and conduct ongoing manufacturing or
research and development activities. However, we are considered an essential business under applicable state rules and we restarted our
manufacturing operations during the third quarter. We have necessary components and raw materials on hand and appropriate distancing
policies and protocols established to continue manufacturing and other operations.
While we expect the COVID-19 pandemic to impact our business over the short term as some procedures are temporarily deferred or
cancelled altogether, we have taken swift and proactive measures to minimize business disruptions and preserve financial flexibility through our
follow-on public offering in May 2020 and the refinancing of our debt obligations in October 2020. In assessing our own cash conservation
options, we undertook preemptive steps to curtail spending and reduce non-essential sales, general, and administrative expenses. Some
expenses, including physician training courses and advertising campaigns, were deferred to later time periods or canceled outright. In the event
that COVID-19 continues to limit our procedures and resulting revenue, we may have to reduce our employees’ work hours, furlough
employees, reduce salaries, variable compensation and benefits, or implement a reduction-in-force. We may also solicit voluntary leaves of
absence from our employees as a cash conservation strategy. Our ongoing operations may be impacted as a result of employees assuming
additional roles and responsibilities within our organization and we would have fewer resources available to run our operations, which would
reduce our expenses, but could also negatively impact our business operations and revenue as a result. We may also encounter voluntary
departures of key employees due to any of the foregoing actions that we undertake. If key personnel or large groups of our employees contract
the virus, that may also impact our business and operations. In the meantime, we have taken steps to provide for our employees, including
providing the ability for employees to work remotely and implementing strategies to support appropriate social distancing techniques for onsite
employees. We are also assessing our business continuity plans in the context of this pandemic.
The outbreak and persistence of COVID-19 in international markets that we have targeted for our international expansion has delayed
preparation for and launch of such expansion efforts. Regulatory timelines for approval in some countries have been delayed. The spread of an
infectious disease, including COVID-19, could also result in the inability of our suppliers to deliver components or raw materials to us on a timely
basis. If there were a shortage of supply, the cost of these materials or components may increase and harm our ability to provide our products
on a cost-effective basis. In connection with any supply shortages in the future, reliable and cost-effective replacement sources may not be
available on short notice or at all, and this may force us to increase prices and face a corresponding decrease in demand for our products. In
the event that any of our suppliers were to discontinue production of our key product components, developing alternate sources of supply for
these
38
Table of Contents
components would be time consuming, difficult and costly. The extent to which COVID-19 impacts our business will depend on future
developments, which are highly uncertain and cannot be predicted, including the duration and severity of the pandemic, the actions taken to
reduce the transmission of COVID-19, and the speed with which normal economic and operating conditions resume, among others.
As permitted by the CARES Act, we have deferred the employer portion of social security taxes. We continue to review and may seek other
available benefits under CARES Act. We cannot predict the manner in which such benefits will be allocated or administered and we cannot
assure you that we will be able to access such benefits in a timely manner or at all. Certain of the benefits under the CARES Act have not
previously been administered on the present scale or at all. Government or third party program administrators may impose additional conditions
and restrictions on our operations and the benefits may otherwise provide less relief than we contemplate. If the U.S. government or any other
governmental authority agrees to provide crisis relief assistance that we accept, it may impose certain requirements on the recipients of the aid,
including restrictions on executive officer compensation, dividends, prepayment of debt, limitations on debt and other similar restrictions that will
apply for a period of time after the aid is repaid or redeemed in full. We cannot assure you that any such government crisis relief assistance will
not significantly limit our corporate activities or be on terms that are favorable to us. Such restrictions and terms could adversely impact our
business and operations.
Finally, we anticipate that the COVID-19 pandemic may continue to impact clinical and regulatory matters. COVID-19 is delaying enrollment
in clinical trials across the medical device industry and may affect any new trials we decide to pursue. Our ongoing diffusion weighted imaging
trials in the US and Europe are experiencing patient enrollment delays. Additionally, we may experience regulatory delays in our effort to seek a
label expansion for the ENROUTE stent in standard surgical risk patients, as the FDA has from time to time diverted resources to address the
impact of COVID-19. COVID-19 may cause disruptions that could have a material adverse impact on our clinical trial plans and timelines,
including:
• Delays in receiving authorizations from local regulatory authorities, ethics committees and institutional review boards to initiate planned
clinical trials;
• Delays or difficulties in enrolling patients in our clinical trials;
• Delays or difficulties in clinical site initiation, including difficulties in recruiting clinical site investigators and clinical site staff;
• Delays in clinical sites receiving the supplies and materials needed to conduct our clinical trials, including interruptions in global
shipping that may affect the transport of clinical trial materials;
• Changes in local regulations as part of a response to the COVID-19 pandemic which may require us to change the ways in which our
clinical trials are conducted, which may result in unexpected costs, or to discontinue the clinical trials altogether;
• Diversion of healthcare resources away from the conduct of clinical trials, including the diversion of hospitals serving as our clinical trial
sites and hospital staff supporting the conduct of our clinical trials;
•
Interruption of key clinical trial activities, such as clinical trial site monitoring, due to limitations on travel imposed or recommended by
federal or state governments, employers and others, or interruption of clinical trial subject visits and study procedures, the occurrence
of which could affect the integrity of clinical trial data;
• Risk that participants enrolled in our clinical trials will acquire COVID-19 while the clinical trial is ongoing, which could impact the results
of the clinical trial, including by increasing the number of observed adverse events;
39
Table of Contents
• Delays in necessary interactions with local regulators, ethics committees and other third parties and contractors due to limitations in
employee resources or forced furlough of government employees;
•
Limitations in employee resources that would otherwise be focused on the conduct of our clinical trials, including because of sickness of
employees or their families or the desire of employees to avoid contact with large groups of people; and
• Refusal of the FDA to accept data from clinical trials in affected geographies.
Any of these occurrences may significantly harm our business, financial condition and prospects. In addition, many of the factors that
cause, or lead to, a delay in the commencement or completion of clinical trials may also ultimately lead to the delay or denial of regulatory
approvals or clearances of our product.
In addition, the FDA and other global health regulatory agencies may also experience disruptions in their operations as a result of the
COVID-19 pandemic. The FDA and comparable foreign regulatory agencies may have slower response times or be under-resourced and, as a
result, review, inspection and other timelines may be materially delayed. For example, in response to the global pandemic of COVID-19, in
March 2020 the FDA announced its intention to postpone most foreign inspections of manufacturing facilities and products, and temporarily
postpone routine surveillance inspections of domestic manufacturing facilities. In July 2020, the FDA announced its intentions to restart
prioritized domestic on-site inspections, but noted that the resumption of inspections would depend on data about the COVID-19 trajectory in a
given state and locality and the rules and guidelines put in place by state and local governments. The FDA is either continuing, on a case-by-
case basis, to conduct only “mission-critical” inspections, or, where possible to do so safely, resuming prioritized domestic inspections, which
generally include pre-approval and surveillance inspections. Regulatory authorities outside the United States may adopt similar restrictions or
other policy measures in response to the COVID-19 pandemic. It is unknown how long such delays or disruptions could last. Any elongation or
de-prioritization of our clinical or other product development activities or delay in regulatory review resulting from such disruptions could
materially affect our results of operations.
The ultimate impact of COVID-19 is highly uncertain and subject to change. This impact could have a material, adverse impact on our
liquidity, capital resources, operations and business and those of the third parties on which we rely. The extent to which COVID-19 impacts our
results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge
concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. We do not yet know the full extent
of potential delays or impacts on our business, financial condition and results of operations. Additionally, while the potential economic impact
brought by, and the duration of, the COVID-19 pandemic is difficult to assess or predict, the impact of COVID-19 on the global financial markets
may reduce our ability to access capital, which could negatively impact our short-term and long-term liquidity and our ability to operate.
Unfavorable global economic conditions could adversely affect our business, financial condition or results of operations.
Our results of operations could be adversely affected by general conditions in the global economy and in the global financial markets. The
global financial crisis caused extreme volatility and disruptions in the capital and credit markets. A severe or prolonged economic downturn,
such as the global financial crisis, could result in a variety of risks to our business, including driving hospitals to tighten budgets and curtail
spending, which would negatively impact our sales and business. In addition, higher unemployment or reductions in business benefits plans
could result in fewer commercially insured patients, which could negatively impact our revenue and business as a result. A weak or declining
economy could also strain our manufacturers or suppliers, possibly resulting in supply disruption, or cause our customers to delay making
payments for our services. Any of the foregoing could harm our
40
Table of Contents
business and we cannot anticipate all of the ways in which the economic climate and financial market conditions could adversely affect our
business.
Our results of operations could be materially harmed if we are unable to accurately forecast customer demand for our products
and manage our inventory.
We seek to maintain sufficient levels of inventory in order to protect ourselves from supply interruptions, but keep limited components, sub-
assemblies, materials and finished products on hand. To ensure adequate inventory supply and manage our operations with our manufacturing
partners and suppliers, we forecast anticipated materials requirements and demand for our products in order to predict inventory needs and
then place orders with our suppliers based on these predictions. Our ability to accurately forecast demand for our products would be negatively
affected by many factors, including our rapid growth, product recalls, pandemics, failure to accurately manage our expansion strategy, product
introductions by competitors, an increase or decrease in customer demand for our products, our failure to accurately forecast customer
acceptance of new products, changes to hospital capacity, staffing, procedure and protocol changes, unanticipated changes in general market
conditions or regulatory matters and weakening of economic conditions or consumer confidence in future economic conditions.
Inventory levels in excess of customer demand may result in a portion of our inventory becoming obsolete or expiring, as well as inventory
write-downs or write-offs. Conversely, if we underestimate customer demand for our products or our own requirements for components,
subassemblies and materials, our manufacturing partners and suppliers may not be able to deliver components, sub-assemblies and materials
to meet our requirements and our manufacturing may be affected by the impact of COVID-19 on our suppliers, which could result in inadequate
inventory levels or interruptions, delays or cancellations of deliveries to our customers, any of which would damage our reputation, customer
relationships and business. In addition, several components, sub-assemblies and materials incorporated into our products require lengthy order
lead times, and additional supplies or materials may not be available when required on terms that are acceptable to us or our manufacturing
partners, or at all, and our manufacturing partners and suppliers may not be able to allocate sufficient capacity in order to meet our increased
requirements, any of which could have an adverse effect on our ability to meet customer demand for our products and our results of operations.
We have limited long-term data regarding the safety and effectiveness of our products, including our ENROUTE stent and TCAR
generally.
Our products enable TCAR, which is a relatively new procedure, and our success depends on acceptance of our products and TCAR by the
medical industry, including physicians and hospitals. The FDA reviews our products for safety and effectiveness, prior to commercial launch of
these products. Thereafter, physicians, through their own use of the products and evaluation of clinical data, make their own decisions as to
whether our products are safe and effective for their patients and improve their clinical outcomes. Important factors upon which the
effectiveness of our products, including our ENROUTE stent, will be measured include but are not limited to long-term data regarding the risk of
stroke and death and the rates of restenosis and reintervention following TCAR. The long-term clinical benefits of procedures that use our
products are not fully known. We have limited data on the ENROUTE stent and TCAR up to one year. Any failure of our stent or in-stent
restenosis of the carotid artery following deployment of the stent could deter physicians from adopting our products and could have a material
adverse effect on our business, financial condition and results of operations.
The results of short-term clinical experience of our products do not necessarily predict long-term clinical benefit. We believe that physicians
will compare the rates of long-term risk of stroke and death, as well as restenosis and reintervention for procedures using our products, against
alternative procedures, such as CEA and CAS. If the long-term data do not meet physicians’ expectations, or if long-term data indicate that our
products are not as safe or effective as other treatment options or as current short-term data would suggest, our products may not become
widely adopted, physicians may recommend alternative treatments for their patients and our business could be harmed.
41
Table of Contents
If we are not able to maintain adequate levels of third-party coverage and reimbursement for the procedures using our products,
if third parties rescind or modify their coverage, or if patients are left with significant out-of-pocket costs, it would have a material
adverse effect on our business, financial condition and results of operations.
TCAR is currently covered under certain circumstances for certain patients by the Centers for Medicare and Medicaid Services, and has
been covered by some commercial payers, independent networks and other entities not governed by the National Coverage Determination. In
the United States, we derive our revenue from sales to hospitals and medical centers, which typically bill all or a portion of the costs and fees
associated with our products to various third-party payers, including Medicare, Medicaid, Veterans’ Administration, private commercial
insurance companies, health maintenance organizations and other healthcare-related organizations, and then bill patients for any applicable
deductibles or co-payments. For example, our contracts are with the hospitals and medical centers that purchase our products for use with
TCAR and not with the commercial payers. As a result, access to adequate coverage and reimbursement for our products by third-party payers
is essential to the acceptance of our products by our customers.
However, in the United States, there is no uniform policy of coverage and reimbursement for medical device products and services among
third-party payers, so coverage and reimbursement can differ significantly from payer to payer, and each coverage decision and level of
reimbursement is independent. As a result, third-party reimbursement may not be available or adequate for our products, and there is no
guarantee that we will be able to maintain our current levels of coverage or reimbursement or be able to expand coverage to other insurance
carriers. Further, payers continually review new technologies for possible coverage and can, without notice, deny or limit coverage for products
and procedures or delay coverage approval until further clinical data are available. As a result, the coverage determination process is often a
time-consuming and costly process that may require us to provide scientific and clinical support for the use of our products to each payer
separately, with no assurance that coverage and adequate reimbursement will be obtained, or maintained if obtained. If third-party
reimbursement is not available or adequate for TCAR procedures using our products, or if there is any decline in the amount that payers are
willing to reimburse our customers for TCAR or our products, new customers may not adopt, or may reduce their rate of adoption of, our
products and we could experience additional pricing pressure, any of which could have a material adverse effect on our business, financial
condition and results of operations.
Our products are covered for Medicare beneficiaries under a National Coverage Determination, or NCD, for Percutaneous Transluminal
Angioplasty and for non-Medicare beneficiaries based on prior authorizations and individual insurer medical polices. Based on reimbursement
information regarding CEA and CAS, we estimate that approximately 79% of carotid procedures are reimbursed by the U.S. Centers for
Medicare & Medicaid Services, or CMS, and the remaining approximately 21% are reimbursed by commercial and other payers. Medicare is
managed by CMS, which make the final determination regarding Medicare hospital and physician coverage and payment. Any future
reconsideration of the applicable Medicare NCD may result in expansion of coverage of CAS and TCAR procedures based on FDA-approved
indications or continued coverage limitations to CMS approved CAS investigational studies. CMS reimburses hospital inpatient services based
on Medicare Severity Diagnosis Related Groups, or MS-DRGs. All CAS and CEA procedures are currently paid only as Medicare inpatient
procedures. CMS policy focus on hospital price transparency, site (e.g. inpatient, outpatient, ambulatory surgery center and office) neutral
payments and MS-DRG refinements may place additional downward pressure on future hospital inpatient payments. Medicare payments to
physicians are based on a Resource Based Relative Value System. CMS policy changes to increase reimbursement for physician primary care
services may result in reductions to physician payments for specialty services and procedures. As a result of any reductions in payments to
hospitals and physicians for TCAR procedures, TCAR utilization may decline, which would have a material adverse effect on our business,
financial condition and results of operations. Additionally, patients may elect to reduce or defer out-of-pocket costs during times of economic
uncertainty or periods of legislative change. If hospital, physician and/or patient
42
Table of Contents
demand for TCAR, and thus our products that facilitate the procedure, is adversely affected by third-party reimbursement policies and decisions,
it will have a material adverse effect on our business, financial condition and results of operations.
Internationally, reimbursement systems in foreign markets vary significantly by country and by region within some countries, and
reimbursement approvals must be obtained on a country-by-country basis. In certain international markets, a product must be approved for
reimbursement before it can be approved for sale in that country. Additionally, many international markets have government-managed
healthcare systems that control reimbursement for products and procedures. In most markets there are both private insurance systems and
government-managed systems. If sufficient levels of coverage and reimbursement are not available for TCAR or our current or future products,
in either the United States or internationally, the demand for our products and our revenues will be adversely affected.
Additionally, when payers combine their operations, the combined company may elect to reimburse for TCAR at the lowest rate paid by any
of the participants in the consolidation or use its increased size to negotiate reduced rates. If one of the payers participating in the consolidation
does not reimburse for TCAR at all, the combined company may elect not to reimburse for TCAR, which would adversely impact our business,
financial condition and results of operations.
If we fail to comply with our obligations in our intellectual property license from Cordis, a Cardinal Health Company, we could
lose license rights that are important to our business.
We are a party to a license agreement with Cordis Corporation, or Cordis, which was acquired by Cardinal Health, under which Cordis has
granted us a worldwide, non-exclusive, royalty-bearing license to certain of its intellectual property related to the PRECISE® carotid stent for
transcervical treatment of carotid artery disease with an intravascular stent for certain applications for accessing blood vessels through the neck
and cervical area. This license agreement imposes, and we expect that any future license agreements will impose, certain diligence, royalty,
and other obligations on us. If we fail to comply with these obligations, our licensors, including Cardinal Health, may have the right to reduce the
scope of our rights or terminate these agreements, in which event we may not be able to develop and market any product that is covered by
these agreements. Termination of this license for failure to comply with such obligations or for other reasons, or reduction or elimination of our
licensed rights under it or any other license, may result in our having to negotiate new or reinstated licenses on less favorable terms or our not
having sufficient intellectual property rights to operate our business or cause us to enter into a new license for a different stent. The occurrence
of such events could materially harm our business and financial condition.
The risks described elsewhere pertaining to our intellectual property rights also apply to the intellectual property rights that we in-license,
and any failure by us or our licensors, including Cordis, to obtain, maintain, defend and enforce these rights could have a material adverse
effect on our business. In some cases we do not have control over the prosecution, maintenance or enforcement of the patents that we license,
and may not have sufficient ability to provide input into the patent prosecution, maintenance and defense process with respect to such patents,
and our licensors may fail to take the steps that we believe are necessary or desirable in order to obtain, maintain, defend and enforce the
licensed patents.
We rely on Cordis to supply the ENROUTE stent, and if Cordis fails to supply the ENROUTE stent in sufficient quantities or at all,
it will have a material adverse effect on our business, financial condition and results of operations.
We rely on Cordis to manufacture the ENROUTE stent pursuant to a supply agreement between us and Cordis Corporation, which was
acquired by Cordis. We strive to maintain an inventory of several months’ worth of ENROUTE stents to guard against potential shortfalls in
supply, and we estimate that it would take one to two years to find an alternative supplier for our ENROUTE stent and multiple years to identify
and seek approval for another stent, and in each case qualify it for use with our other products. In addition, Cordis currently manufactures the
ENROUTE stent at a facility in Juarez, Mexico. This facility
43
Table of Contents
has previously and in the future could become subject to a COVID-19 outbreak which would cause Cordis to temporarily shut down
manufacturing operations, which would in turn present risk to the ongoing supply of our stents used in TCAR procedures. The current political
and trade relationship between the United States and Mexico is strained due to the prior administration and could deteriorate further. If Cordis's
ability to manufacture the ENROUTE stent is interrupted as a result, or if Cordis experiences a product recall or breaches its supply agreement
with us, we may not have a sufficient number of stents for delivery to support TCAR procedures. Any shortfall in the supply of ENROUTE stents
may result in lower adoption rates for TCAR, fewer TCAR procedures being performed generally, and a material adverse effect on our business,
financial condition and results of operations.
TCAR involves surgical risks and is contraindicated in certain patients, which may limit adoption.
Risks of TCAR using our products include the risks that are common to surgical and endovascular procedures, including perforation,
dissection, embolization, bleeding, infection, nerve injury and restenosis. Endovascular procedures occurring in the carotid arteries also include
the additional risks of stroke, heart attack and death. We are aware of certain characteristics and features of TCAR that may prevent
widespread market adoption, including the fact that physicians would need to adopt a new procedure, and that training for physicians will be
required to enable them to effectively operate our products.
Our current products are contraindicated, and therefore should not be used, in certain patients. Our ENROUTE NPS is contraindicated in
patients in whom antiplatelet and/or anticoagulation therapy is contraindicated; patients with uncorrected bleeding disorders; patients with
severe disease of the ipsilateral common carotid artery; and patients with uncontrollable intolerance to flow reversal. Our ENROUTE stent is
contraindicated in patients in whom antiplatelet and/or anticoagulation therapy is contraindicated; patients in whom the ENROUTE NPS is
unable to be placed; patients with uncorrected bleeding disorders; patients with known allergies to nitinol; and patients with lesions in the ostium
of the common carotid artery. Our ENHANCE peripheral access kit is contraindicated in patients with a known or suspected obstruction in the
vessel. Our ENROUTE guidewire is contraindicated in patients judged not acceptable for percutaneous intervention. Additionally, patients that
lack at least five centimeters of common carotid artery free of significant disease are not indicated for our ENROUTE NPS.
We face manufacturing risks that could adversely affect our ability to manufacture products and could reduce our gross margins
and negatively affect our business and operating results.
Our business strategy depends on our ability to manufacture our current and future products in sufficient quantities and on a timely basis to
meet customer demand, while adhering to product quality standards, complying with regulatory quality system requirements and managing
manufacturing costs. We have a facility located in Sunnyvale, California, where we assemble and package certain of our products, and inspect,
release and ship all of our products, either directly to our customers or to our third-party logistics and warehousing service. We currently
produce our ENROUTE NPS at this facility, and we and the contract manufacturers of our other products do not have redundant facilities. If our
or our manufacturing partners’ facilities suffers damage, or a force majeure event, this could materially impact our ability to operate.
We are also subject to numerous other risks relating to our manufacturing capabilities, including:
• Quality and reliability of components, sub-assemblies and materials that we source from third-party suppliers, who are required to meet
our quality specifications, the majority of which are our single source suppliers for the products they supply;
• Our or our manufacturing partners’ inability to secure components, sub-assemblies and materials in a timely manner, in sufficient
quantities or on commercially reasonable terms;
44
Table of Contents
• Our or our manufacturing partners’ inability to maintain compliance with quality system requirements or pass regulatory quality
inspections;
• Our or our manufacturing partners’ failure to develop products in a timely manner or to required specifications or to increase production
capacity or volumes to meet demand;
• Our or our manufacturing partners’ inability to design or modify production processes to enable us to produce future products efficiently
or implement changes in current products in response to design or regulatory requirements; and
• Difficulty identifying and qualifying, and obtaining new regulatory approvals, for alternative suppliers for components in a timely manner.
As demand for our products increases, we will have to invest additional resources to purchase components, sub-assemblies and materials,
hire and train employees and enhance our manufacturing processes. If we fail to increase our production capacity efficiently, we may not be
able to fill customer orders on a timely basis, our sales may not increase in line with our expectations and our operating margins could fluctuate
or decline. In addition, although we expect some of our products in development to share product features, components, sub-assemblies and
materials with our existing products, the manufacture of these products may require modification of our or our manufacturing partners’ current
production processes or unique production processes, the hiring of specialized employees, the identification of new suppliers for specific
components, sub-assemblies and materials or the development of new manufacturing technologies. It may not be possible for us or our
manufacturing partners’ to manufacture these products at a cost or in quantities sufficient to make these products commercially viable or to
maintain current operating margins, all of which could have a material adverse effect on our business, financial condition and results of
operations.
We depend on a limited number of single source suppliers to manufacture our components, sub-assemblies and materials, which
makes us vulnerable to supply shortages and price fluctuations that could have a material adverse effect on our business, financial
condition and results of operations.
We rely on single source suppliers for the components, sub-assemblies and materials for our ENROUTE NPS. These components, sub-
assemblies and materials are critical and there are relatively few alternative sources of supply. We have not qualified or obtained necessary
regulatory approvals for additional suppliers for most of these components, sub-assemblies and materials, and we do not carry a significant
inventory of these items. While we believe that alternative sources of supply may be available, we cannot be certain whether they will be
available if and when we need them, or that any alternative suppliers would be able to provide the quantity and quality of components and
materials that we would need to manufacture our products if our existing suppliers were unable to satisfy our supply requirements. To utilize
other supply sources, we would need to identify and qualify new suppliers to our quality standards and obtain any additional regulatory
approvals required to change suppliers, which could result in manufacturing delays and increase our expenses. Our manufacturing partners rely
on single source suppliers as well, and are subject to the foregoing risks.
Our and our manufacturing partners’ dependence on third-party suppliers subjects us to a number of risks that could impact our ability to
manufacture our products and harm our business, including:
•
Interruption of supply resulting from modifications to, or discontinuation of, a supplier’s operations;
• Delays in product shipments resulting from uncorrected defects, reliability issues or a supplier’s failure to produce components that
consistently meet our quality specifications;
•
Price fluctuations due to a lack of long-term supply arrangements with our suppliers for key components;
45
Table of Contents
•
Inability to obtain adequate supply in a timely manner or on commercially reasonable terms;
• Difficulty identifying and qualifying alternative suppliers for components in a timely manner;
•
•
•
Inability of suppliers to comply with applicable provisions of the QSR or other applicable laws or regulations enforced by the FDA and
state regulatory authorities;
Inability to adequately ensure the quality of products and components manufactured by third parties;
Production delays related to the evaluation and testing of products and components from alternative suppliers and corresponding
regulatory qualifications;
• Delays in delivery by our suppliers due to changes in demand from us or their other customers; and
•
An outbreak of disease or similar public health threat, such as the existing threat of COVID-19, particularly as it may impact our supply
chain.
Although we require our third-party suppliers to supply us with components that meet our specifications and comply with applicable
provisions of the QSR and other applicable legal and regulatory requirements in our agreements and contracts, and we perform incoming
inspection, testing or other acceptance activities to ensure the components meet our requirements, there is a risk that our suppliers will not
always act consistent with our best interests, and may not always supply components that meet our requirements or supply components in a
timely manner. For example, in the first quarter of 2021, we announced the voluntary recall of certain lots of our ENROUTE Transcarotid Stent
System, manufactured by one of our third-party suppliers, Cordis. Our decision to recall these lots was based on complaints we received about
tips detaching from the stent delivery system as well as internal testing that we conducted. We believe the root cause of the detachment was a
single operator at Cordis, who, over a specific timeframe, produced lots in which a small number of units were not reliably manufactured to
specification. Recalls like this one could cause the supply of our TCAR products to customers to be interrupted, us to incur additional expenses,
have to purchase replacement products, negative publicity or damage to our reputation, any of which could cause our results of operations to
be adversely impacted.
Our results of operations could be materially harmed if we are unable to accurately forecast customer demand for our products
and manage our inventory.
We seek to maintain sufficient levels of inventory in order to protect ourselves from supply interruptions, but keep limited components, sub-
assemblies, materials and finished products on hand. To ensure adequate inventory supply and manage our operations with our manufacturing
partners and suppliers, we forecast anticipated materials requirements and demand for our products in order to predict inventory needs and
then place orders with our suppliers based on these predictions. Our ability to accurately forecast demand for our products could be negatively
affected by many factors, including our rapid growth, failure to accurately manage our expansion strategy, product introductions by competitors,
an increase or decrease in customer demand for our products, our failure to accurately forecast customer acceptance of new products,
unanticipated changes in general market conditions or regulatory matters and weakening of economic conditions or consumer confidence in
future economic conditions.
Inventory levels in excess of customer demand may result in a portion of our inventory becoming obsolete or expiring, as well as inventory
write-downs or write-offs. Conversely, if we underestimate customer demand for our products or our own requirements for components,
subassemblies and materials, our manufacturing partners and suppliers may not be able to deliver components, sub-assemblies and materials
to meet our requirements, which could result in inadequate inventory levels or interruptions, delays or cancellations of deliveries to our
customers, any of which would damage our reputation, customer relationships and business. In addition, several components, sub-assemblies
and materials incorporated into our products require lengthy order lead times, and additional supplies or
46
Table of Contents
materials may not be available when required on terms that are acceptable to us or our manufacturing partners, or at all, and our manufacturing
partners and suppliers may not be able to allocate sufficient capacity in order to meet our increased requirements, any of which could have an
adverse effect on our ability to meet customer demand for our products and our results of operations.
Our quarterly and annual results may fluctuate significantly and may not fully reflect the underlying performance of our business.
Our quarterly and annual results of operations, including our revenue, net income or net loss and cash flow, may vary significantly in the
future, and period-to-period comparisons of our operating results may not be meaningful. Accordingly, the results of any one quarter or period
should not be relied upon as an indication of future performance. Our quarterly and annual financial results may fluctuate as a result of a variety
of factors, many of which are outside our control and, as a result, may not fully reflect the underlying performance of our business. Fluctuations
in quarterly and annual results may decrease the value of our common stock. Because our quarterly results may fluctuate, period-to-period
comparisons may not be the best indication of the underlying results of our business and should only be relied upon as one factor in
determining how our business is performing.
We have a limited total addressable market based on our current labeling restrictions.
The total addressable market for TCAR is limited by a number of factors. Approximately 166,000 patients with carotid artery disease in the
United States received treatment in the form of surgical or endovascular intervention in 2019. Of this group, we estimate that approximately
one-third would be outside the scope of the FDA-approved labeling for the ENROUTE stent, as those patients are not deemed to be at high risk
for adverse events from CEA, or high surgical risk. The current FDA-approved labeling for the ENROUTE stent is limited to patients at high risk
for adverse events from CEA. Patients at high risk for adverse events from CEA are defined as having significant comorbidities and/or anatomic
risk factors, and/or advanced age, that would make them riskier candidates for CEA. Furthermore, the safety and effectiveness of TCAR has not
been established for certain patients. For example, the FDA-cleared labeling for the ENROUTE NPS states that patients should have at least
five centimeters of common carotid artery free of significant disease for initial access to the artery and positioning of the ENROUTE sheath. In
addition, per the FDA-approved labeling for the ENROUTE stent, TCAR is limited to asymptomatic patients with carotid artery stenosis of at
least 80% and symptomatic patients with carotid artery stenosis of at least 50%, both of which must also be high surgical risk. In addition,
physicians may choose to perform CEA in patients with certain anatomical characteristics, including heavily calcified carotid arteries, calcified
lesions and severe vessel tortuosity. Finally, current labeling for our products includes contraindications for certain patients, thus further
reducing our total addressable market.
Expanding the addressable market for TCAR is dependent upon labeling and reimbursement expansion initiatives.
The ENROUTE stent is not currently indicated for use in standard surgical risk patients. To access a larger portion of the market for carotid
artery disease, we will need to obtain approval by the FDA for a label expansion of the ENROUTE stent in standard surgical risk patients and
obtain corresponding reimbursement coverage expansion for TCAR. FDA approval of an ENROUTE stent label expansion may require
additional data from clinical studies or registries, which we are pursuing. However, there are no guarantees that we will be able to obtain such
clinical study or registry data or FDA approval of a label expansion for the ENROUTE stent, or that any label expansion or additional
reimbursement coverage will be sufficient to adequately access the standard risk portion of the market for carotid artery disease patients. If we
are unable to obtain labeling and reimbursement coverage expansion, it may have a material adverse effect on our business, financial condition
and results of operations.
Changes in public health insurance coverage and government reimbursement rates for the TCAR procedures using our products
could affect the adoption of our products and our future revenue.
47
Table of Contents
The federal government is considering ways to change, and has changed, the manner in which healthcare services are paid for in the
United States. Individual states may also enact legislation that impacts Medicaid payments to hospitals and physicians. In addition, CMS
establishes Medicare payment levels for hospitals and physicians on an annual basis, which can increase or decrease payment to such entities.
Internationally, medical reimbursement systems vary significantly from country to country, with some countries limiting medical centers’
spending through fixed budgets, regardless of levels of patient treatment, and other countries requiring application for, and approval of,
government or third-party reimbursement. Even if we succeed in bringing our products to market in additional foreign countries, uncertainties
regarding future healthcare policy, legislation and regulation, as well as private market practices, could affect our ability to sell our products in
commercially acceptable quantities at acceptable prices.
Cost-containment efforts of our customers, purchasing groups and governmental organizations could have a material adverse
effect on our sales and profitability.
In an effort to reduce costs, many hospitals in the United States have become members of Group Purchasing Organizations, or GPOs, and
Integrated Delivery Networks, or IDNs. GPOs and IDNs negotiate pricing arrangements with medical device companies and distributors and
then offer these negotiated prices to affiliated hospitals and other members. GPOs and IDNs typically award contracts on a category-by-
category basis through a competitive bidding process. Bids are generally solicited from multiple providers with the intention of driving down
pricing or reducing the number of vendors. Due to the highly competitive nature of the GPO and IDN contracting processes, we may not be able
to obtain new, or maintain existing, contract positions with major GPOs and IDNs. Furthermore, the increasing leverage of organized buying
groups reduces market prices for our products and/or require administrative fees, thereby reducing our revenue and/or margins.
While having a contract with a GPO or IDN for a given product category can facilitate sales to members of that GPO or IDN, such contract
positions can offer no assurance that any level of sales will be achieved, as sales are typically made pursuant to individual purchase orders.
Even when a provider is the sole contracted supplier of a GPO or IDN for a certain product category, members of the GPO or IDN are generally
free to purchase from other suppliers. Furthermore, GPO and IDN contracts typically are terminable without cause by the GPO or IDN upon 60
to 90 days’ notice. Accordingly, the members of such groups may choose to purchase alternative products due to the price or quality offered by
other companies, which could result in a decline in our revenue.
We may not be able to achieve or maintain satisfactory pricing and margins for our products.
Manufacturers of medical devices have a history of price competition, and we can give no assurance that we will be able to achieve
satisfactory prices for our products or maintain prices at the levels we have historically achieved. Any decline in the amount that payers
reimburse our customers for TCAR could make it difficult for customers to continue using, or to adopt, our products and could create additional
pricing pressure for us. If we are forced to lower the price we charge for our products, our gross margins will decrease, which will adversely
affect our ability to invest in and grow our business. If we are unable to maintain our prices, or if our costs increase and we are unable to offset
such increase with an increase in our prices, our margins could erode. We will continue to be subject to significant pricing pressure, which could
harm our business and results of operations.
If we are unable to manage the anticipated growth of our business, our future revenue and operating results may be harmed.
Any growth that we experience in the future will require us to expand our sales, general and administrative personnel, manufacturing and
distribution operations, and facilities and information technology infrastructure. In addition to the need to scale our organization, future growth
will impose significant added responsibilities on management, including the need to identify, recruit, train and integrate additional employees.
Rapid expansion in personnel could mean that less experienced people
48
Table of Contents
manufacture, market and sell our products, which could result in inefficiencies and unanticipated costs, reduced quality and disruptions to our
operations. In addition, rapid and significant growth may strain our administrative and operational infrastructure. Our ability to manage our
business and growth will require us to continue to improve our operational, financial and management controls, reporting systems and
procedures. If we are unable to manage our growth effectively, it may be difficult for us to execute our business strategy and our business could
be harmed.
As demand for our products or any of our future products increases, we will need to continue to scale our capacity, expand customer
service, billing and systems processes and enhance our internal quality assurance program. We cannot assure you that any increases in scale,
related improvements and quality assurance will be successfully implemented or that appropriate personnel will be available to facilitate the
growth of our business. Failure to implement necessary procedures, transition to new processes or hire the necessary personnel could result in
higher costs or inability to meet increased demand. If we encounter difficulty meeting market demand, quality standards or physician
expectations, our reputation could be harmed and our business could suffer.
Due to our recent growth in our business, we are actively searching for additional space to provide offices and facilities for the employees
we expect to hire. Starting in the third quarter of 2020 we supplemented our distribution operations with third-party logistics and warehousing
services in another part of the country and are considering additional leased facilities inside and outside of the San Francisco Bay area. There
is competition for office, shipping and warehousing space in the San Francisco Bay area and elsewhere and we can provide no assurance that
we will find additional space or that such space will be on reasonable terms. If we are unable to obtain additional space or support on
commercially reasonable terms our costs may go up or our business operations may be adversely affected.
If our manufacturing facility becomes damaged or inoperable, or if we are required to vacate a facility, we may be unable to
produce the products we manufacture or we may experience delays in production or an increase in costs, which could adversely
affect our results of operations.
We currently maintain our research and development, manufacturing and non-field-based sales, general and administrative operations in a
building located in Sunnyvale, California, which is situated on or near earthquake fault lines, and we do not have redundant facilities. Should our
building be significantly damaged or destroyed by natural or man-made disasters, such as earthquakes, fires or other events, it could take
months to relocate or rebuild, during which time our employees may seek other positions, our research, development and manufacturing would
cease or be delayed and our products may be unavailable. Moreover, the use of a new facility or new manufacturing, quality control, or
environmental control equipment or systems generally requires FDA review and, with respect to certain products, approval of a PMA
supplement. Because of the time required to authorize manufacturing in a new facility under FDA, the State of California and non-U.S.
regulatory requirements, we may not be able to resume production on a timely basis even if we are able to replace production capacity in the
event we lose manufacturing capacity. While we maintain property and business interruption insurance, such insurance has limits and would
only cover the cost of rebuilding and relocating and lost revenue, but not general damage, losses caused by earthquakes, losses we may suffer
due to our products being replaced by competitors’ products or loss in value due to associated decreases in our stock price. The inability to
perform our research, development and manufacturing activities, combined with our limited inventory of materials and components and
manufactured products, may cause physicians to discontinue using our products or harm our reputation, and we may be unable to reestablish
relationships with such physicians in the future. Consequently, a catastrophic event at our facility could have a material adverse effect on our
business, financial condition and results of operations.
Furthermore, the current lease for our manufacturing facility expires in 2024, and our operations are growing at a pace that may require us
to find a replacement or expansion facility sooner. We may be unable to renew our lease or find a new facility on commercially reasonable
terms. If we were unable or unwilling to renew at the proposed rates, relocating our manufacturing facility would involve significant expense in
connection with the movement and installation of key manufacturing equipment and any
49
Table of Contents
necessary recertification with regulatory bodies, and we cannot assure investors that such a move would not delay or otherwise adversely affect
our manufacturing activities or operating results. If our manufacturing capabilities were impaired by our move, we may not be able to
manufacture and ship our products in a timely manner, which would adversely impact our business.
In addition, we rely on our manufacturing partners to supply certain of our products, and our partners are subject to similar risks with respect
to their facilities. If our manufacturing partners’ facilities are damaged or destroyed and their ability to supply products to us is limited, it could
negatively affect our reputation, physician relationships and TCAR adoption, all of which could have a material adverse effect on our business,
financial condition and results of operations. Several of our products are sterilized at a particular third party facility, with limited alternate
facilities. If an event occurs that results in damage to or closure of one or more of such facilities, we may be unable to sterilize such products at
the previous levels or at all. Because of the time required to approve and license a sterilization facility, a third party may not be available on a
timely basis to replace capacity in the event sterilization capacity is lost.
If we fail in our training initiatives, to increase our sales and marketing capabilities or to develop broad brand awareness, our
growth will be impeded and our business will suffer.
We currently rely on our direct sales force to sell our products in targeted geographic regions in the U.S., and any failure to maintain and
grow our direct sales force could harm our business. The members of our direct sales force are highly trained and possess substantial technical
and clinical expertise, which we believe is critical in driving adoption of TCAR. The members of our U.S. sales force are at-will employees. The
loss of these personnel to competitors, or otherwise, could materially harm our business. If we are unable to retain our direct sales force
personnel or replace them with individuals of equivalent technical and clinical expertise and qualifications, or if we are unable to successfully
instill such technical and clinical expertise in replacement personnel, our revenues and results of operations could be materially harmed.
In order to generate future growth, we plan to continue to expand and leverage our sales, marketing, and medical affairs infrastructure to
increase our trained physician and hospital customer base and our business. Identifying and recruiting qualified sales, marketing and medical
affairs personnel and training them on TCAR, on applicable federal and state laws and regulations, and on our internal policies and procedures
requires significant time, expense and attention. It often takes several months or more before a sales representative is fully trained and
productive. Our sales force may subject us to higher fixed costs than those of companies with competing products, such as stents, that utilize
independent third parties, which could place us at a competitive disadvantage. Our business may be harmed if our efforts to expand and train
our sales force do not generate a corresponding increase in revenue, and our higher fixed costs may slow our ability to reduce costs in the face
of a sudden decline in demand for our products. Any failure to hire, develop and retain talented sales personnel, to achieve desired productivity
levels in a reasonable period of time or timely reduce fixed costs, could have a material adverse effect on our business, financial condition and
results of operations. Our ability to increase our customer base and achieve broader market acceptance of our products will depend to a
significant extent on our ability to expand our marketing efforts. We plan to dedicate significant resources to our marketing programs. Our
business may be harmed if our marketing efforts and expenditures do not generate a corresponding increase in revenue. In addition, we believe
that developing and maintaining broad awareness of our brand is critical to achieving broad acceptance of our products and penetrating new
accounts. Brand promotion activities may not generate patient or physician awareness or increase revenue, and even if they do, any increase in
revenue may not offset the costs and expenses we incur in building our brand. Our medical affairs department may not train physicians at a rate
sufficient to expand our physician base in a manner consistent with our business plan. If we fail to successfully promote, maintain and protect
our brand, we may fail to attract or retain the physician acceptance necessary to realize a sufficient return on our brand building efforts, or to
achieve the level of brand awareness that is critical for broad adoption of our products.
50
Table of Contents
The market for our products is highly competitive. If our competitors are able to develop or market carotid artery disease
treatments that are safer, more effective or gain greater acceptance in the marketplace, than any products we develop, our
commercial opportunities will be reduced or eliminated.
Our industry is highly competitive, subject to change and significantly affected by new product introductions and other activities of industry
participants. We are initially positioning TCAR as an alternative to CEA and CAS in high surgical risk patients. CEA has historically been
performed by vascular surgeons as the primary surgical solution for carotid artery disease. The major manufacturers of products, such as
patches and shunts, used in connection with CEA include LeMaitre Vascular, Getinge / Maquet, Baxter, Terumo, Gore and Edwards. Some
competitors market products for use in CAS, such as peripheral access kits, stents, distal and proximal embolic protection devices, guidewires,
balloons and sheaths. Such companies include Abbott, Boston Scientific, Cardinal Health, Medtronic, Terumo, Gore, Contego Medical and
InspireMD. These technologies, other products that are in current clinical trials, new drugs or additional indications for existing drugs could
demonstrate better safety, effectiveness, clinical results, lower costs or greater physician and patient acceptance.
We compete, or may compete in the future, against other companies which have longer operating histories, more established products and
greater resources, which may prevent us from achieving significant market penetration or improved operating results. These companies enjoy
several competitive advantages, including:
• Greater financial and human capital resources;
•
•
•
•
Significantly greater name recognition;
Established relationships with vascular surgeons and other treating specialties, referring physicians, customers and third-party payers;
Additional lines of products, and the ability to offer rebates or bundle products to offer greater discounts or incentives to gain a
competitive advantage; and
Established sales, marketing and worldwide distribution networks.
Because of the size of the market opportunity for the treatment of carotid artery disease, we believe potential competitors have historically
dedicated and will continue to dedicate significant resources to aggressively promote their products or develop new products. New treatment
options may be developed that could compete more effectively with our products due to the prevalence of carotid artery disease and the
extensive research efforts and technological progress that exist within the market.
Defects or failures associated with our products could lead to additional recalls, safety alerts or litigation, as well as significant
costs and negative publicity.
Our business is subject to significant risks associated with manufacture, distribution and use of medical devices that are placed inside the
human body, including the risk that patients may be severely injured by or even die from the misuse or malfunction of our products caused by
design flaws or manufacturing defects. In addition, component failures, design defects, off-label uses or inadequate disclosure of product-
related information could also result in an unsafe condition or the injury or death of a patient. These problems could lead to a recall or market
withdrawal of, or issuance of a safety alert relating to, our products and could result in significant costs, negative publicity and adverse
competitive pressure. For example, in the first quarter of 2021, we announced the voluntary recall of certain lots of our ENROUTE Transcarotid
Stent System, manufactured by one of our third-party suppliers, Cordis. Our decision to recall these lots was based on complaints we received
about tips detaching from the stent delivery system as well as internal testing that we conducted. We believe the root cause of the detachment
was a single operator at Cordis, who, over a specific timeframe, produced lots in which a small number of units were not reliably manufactured
to specification. The circumstances giving rise to
51
Table of Contents
recalls are unpredictable, and any recalls of existing or future products increase the probability of inspection by, or additional scrutiny from, the
FDA and could have a material adverse effect on our business, financial condition and results of operations.
We provide a limited warranty that our products are free of material defects and conform to specifications, and offer to repair, replace or
refund the purchase price of defective products. As a result, we bear the risk of potential warranty claims on our products. In the event that we
attempt to recover some or all of the expenses associated with a warranty claim against us from our suppliers or vendors, we may not be
successful in claiming recovery under any warranty or indemnity provided to us by such suppliers or vendors and any recovery from such
vendor or supplier may not be adequate.
The medical device industry has historically been subject to extensive litigation over product liability claims. Operating in the area of the
neck with the brain as the end organ is dangerous and presents risks of adverse events such as bleeding, arterial dissection, cranial nerve
injury, myocardial infarction, stroke and death, which subject us to a greater risk of being involved in litigation than companies with products
used in less critical areas of the body. We may be subject to product liability claims if our products cause, or merely appear to have caused, an
injury or death, even if due to physician error. In addition, an injury or death that is caused by the activities of our suppliers, such as those that
provide us with components and raw materials, or by an aspect of a treatment used in combination with our products, such as a complementary
drug or anesthesia, may be the basis for a claim against us by patients, hospitals, physicians or others purchasing or using our products, even if
our products were not the actual cause of such injury or death. We may choose to settle any claims to avoid fault and complication not due to
failure of our products. An adverse outcome involving one of our products could result in reduced market acceptance and demand for all of our
products, and could harm our reputation and our ability to market our products in the future. In some circumstances, adverse events arising
from or associated with the design, manufacture or marketing of our products could result in the suspension or delay of regulatory reviews of
our premarket notifications or applications for marketing. Any of the foregoing problems could disrupt our business and have a material adverse
effect on our business, financial condition and results of operations.
Although we carry product liability insurance in the United States and in other countries in which we conduct business, including for clinical
trials and product marketing, we can give no assurance that such coverage will be available or adequate to satisfy any claims. Product liability
insurance is expensive, subject to significant deductibles and exclusions, and may not be available on acceptable terms, if at all. If we are
unable to obtain or maintain insurance at an acceptable cost or on acceptable terms with adequate coverage or otherwise protect against
potential product liability claims, we could be exposed to significant liabilities. A product liability claim, recall or other claim with respect to
uninsured liabilities or for amounts in excess of insured liabilities could have a material adverse effect on our business, financial condition and
results of operations. Defending a suit, regardless of its merit or eventual outcome, could be costly, could divert management’s attention from
our business and might result in adverse publicity, which could result in reduced acceptance of our products in the market, product recalls or
market withdrawals.
We are required to file adverse event reports under Medical Device Reporting, or MDR, regulations with the FDA, which reports are publicly
available on the FDA’s website. We are required to file MDRs if our products may have caused or contributed to a serious injury or death or
malfunctioned in a way that could likely cause or contribute to a serious injury or death if it were to recur. Any such MDR that reports a
significant adverse event could result in negative publicity, which could harm our reputation and future sales.
Our ability to compete depends on our ability to innovate successfully and deliver any new products in a timely manner.
The market for our products is competitive, dynamic, and marked by rapid and substantial technological development and product
innovation. New entrants or existing competitors could attempt to
52
Table of Contents
develop products that compete directly with ours. Demand for our products and future related products could be diminished by equivalent or
superior products and technologies offered by competitors. If we are unable to innovate successfully, our products could become obsolete and
our revenue would decline as our customers purchase our competitors’ products.
We are currently focused on development of existing products for TCAR and other indications, new products for TCAR and new products
for other indications. If we are unable to develop new products, applications or features due to constraints, such as insufficient cash resources,
high employee turnover, inability to hire personnel with sufficient technical skills or a lack of other research and development resources, we may
not be able to maintain our competitive position compared to other companies. Furthermore, many of our competitors devote a considerably
greater amount of funds to their research and development programs than we do, and those that do not may be acquired by larger companies
that would allocate greater resources to research and development programs. Our failure or inability to devote adequate research and
development resources or compete effectively with the research and development programs of our competitors could harm our business.
Any significant delays in our product launches may significantly impede our ability to enter or compete in a given market and may reduce
the sales that we are able to generate from these products. We may experience delays in any phase of a product development, including during
research and development, clinical trials, regulatory review, manufacturing and marketing. Delays in product introductions could have a material
adverse effect on our business, financial condition and results of operations.
The failure of TCAR to meet patient expectations or the occurrence of adverse events from TCAR could impair our financial
performance.
Our future success depends upon patients having an experience with TCAR that meets their expectations in order to increase physician
demand for our products as a result of positive feedback, social media and word-of-mouth. Patients may be dissatisfied if their expectations of
the procedure and results, among other things, are not met. Despite what we believe to be the safety profile of our products, patients may
experience adverse events such as arterial restenosis or dissection, cranial nerve injury, wound complications, transient ischemic attacks,
stroke, heart attack, and death. If the results of TCAR do not meet the expectations of the patients, or patients experience adverse events, it
could discourage patients from referring TCAR to others. For example, although we have not received any reports of strokes, deaths or other
long-term patient sequelae from the tip detachments that triggered our recent recall, if there were to be patient injury, dissatisfied patients may
express negative opinions through social media or we may otherwise suffer reputational damage or become subject to product liability lawsuits.
Any failure to meet patient expectations and any resulting negative publicity or lawsuits could harm our reputation and future sales.
We depend on our senior management team and the loss of one or more key employees or an inability to attract and retain highly
skilled employees could harm our business.
Our success depends largely on the continued services of key members of our executive management team and others in key
management positions. For example, the services of Erica Rogers, our Chief Executive Officer, and Lucas Buchanan, our Chief Financial and
Chief Operating Officer, are essential to driving adoption of our products, executing on our corporate strategy and ensuring the continued
operations and integrity of financial reporting within our company. In addition, the services of Andrew Davis, our Chief Commercial Officer, are
critical to driving the growth in sales of our products. Any of our employees may terminate their employment with us at any time. We do not
currently maintain key person life insurance policies on any of our employees. If we lose one or more key employees, we may experience
difficulties in competing effectively, developing our technologies and implementing our business strategy.
In addition, our research and development programs, and sales efforts depend on our ability to attract and retain highly skilled engineers
and sales professionals. We may not be able to attract or retain
53
Table of Contents
qualified engineers and sales professionals in the future due to the competition for qualified personnel. We have from time to time experienced,
and we expect to continue to experience, difficulty in hiring and retaining employees with appropriate qualifications. Many of the companies with
which we compete for experienced personnel have greater resources than we do. When we hire employees from competitors or other
companies, their former employers have previously and may in the future attempt to assert that these employees or we have breached legal
obligations, which may result in a diversion of our time and resources and, potentially, damages. In addition, job candidates and existing
employees, particularly in the San Francisco Bay Area, often consider the value of the stock awards they receive in connection with their
employment along with salary, benefits and other factors. If the perceived benefits of our stock awards decline, either because we are a public
company or for other reasons, it may harm our ability to recruit and retain highly skilled employees. If we fail to attract new personnel or fail to
retain and motivate our current personnel, our business and future growth prospects would be harmed.
The use, misuse or off-label use of our products may result in injuries that lead to product liability suits, which could be costly to
our business.
The ENROUTE stent has been approved by the FDA for the treatment of high surgical risk patients who require carotid revascularization
and meet certain treatment parameters. If physicians expand the patient population in which they elect to use our products that is outside of the
intended use approved by the FDA, then the use, misuse, or off-label use of our products may result in outcomes and adverse events including
stroke, myocardial infarction and death, potentially leading to product liability claims. Our products are not indicated for use in all patients with
carotid artery disease, and therefore cannot be marketed or advertised in the United States for certain uses without additional approvals or
clearances from the FDA. However, we cannot prevent a physician from using our products for off-label applications or using components or
products that are not our products when performing TCAR. In addition, we cannot guarantee that physicians are trained by us or their peers
prior to utilizing our products. Complications resulting from the use of our products off-label or use by physicians who have not been trained
appropriately, or at all, may expose us to product liability claims and harm our reputation. Moreover, if the FDA determines that our promotional
materials or physician training, including our paid consultants’ educational materials, constitutes promotion of an off-label use, it could request
that we modify our training or promotional materials or subject us to enforcement action, including warning letters, untitled letters, fines,
penalties, or seizures. If we are found to have promoted such off-label uses, we may become subject to significant liability. The federal
government has levied large civil and criminal fines and/or other penalties against companies for alleged improper promotion and has
investigated, prosecuted, and/or enjoined several companies from engaging in off-label promotion.
In addition, if our products are defectively designed, manufactured or labeled, contain defective components or are misused, we may
become subject to costly litigation initiated by physicians, hospitals or patients. Product liability claims are especially prevalent in the medical
device industry and could harm our reputation, divert management’s attention from our core business, be expensive to defend and may result in
sizable damage awards against us. Although we maintain product liability insurance, we may not have sufficient insurance coverage for future
product liability claims. We may not be able to obtain insurance in amounts or scope sufficient to provide us with adequate coverage against all
potential liabilities. Any product liability claims brought against us, with or without merit, could increase our product liability insurance rates or
prevent us from securing continuing coverage, harm our reputation, significantly increase our expenses, and reduce product sales. Product
liability claims could cause us to incur significant legal fees and deductibles and claims in excess of our insurance coverage would be paid out
of cash reserves, harming our financial condition and operating results.
We may need substantial additional funding and may not be able to raise capital when needed, which could force us to delay,
reduce or eliminate our product development programs and commercialization efforts.
We believe that our cash and cash equivalents and investments and expected revenue will be sufficient to meet our capital requirements
and fund our operations for at least the next 12 months.
54
Table of Contents
However, we have based these estimates on assumptions that may prove to be incorrect, and we could spend our available financial resources
much faster than we currently expect. Our future funding requirements will depend on many factors, including:
•
The degree and rate of market acceptance of TCAR and our products;
• Whether we acquire third-party companies, products or technologies;
• Restructuring, refinancing or repayment of debt;
•
•
•
•
•
•
•
•
•
•
The scope and timing of investment in our sales force;
The scope and timing of investment in physician training;
The scope, rate of progress and cost of our current or future clinical studies;
The scope, rate of progress and cost of our research and development activities;
The scope, rate of progress and cost of additional regulatory clearances or approvals;
The costs associated with any current or future product recall that may occur;
The costs of attaining, defending and enforcing our intellectual property rights;
The impact of COVID-19 on our business and operations;
The emergence of competing technologies or other adverse market developments; and
The rate at which we expand internationally.
We may seek to raise additional capital through equity offerings or debt financings and such additional financing may not be available to us
on acceptable terms, or at all. In addition, any additional equity or debt financing that we raise may contain terms that are not favorable to us or
our stockholders. For example, if we raise funds by issuing equity or equity-linked securities, the issuance of such securities could result in
dilution to our stockholders. Any equity securities issued also may provide for rights, preferences or privileges senior to those of holders of our
common stock. In addition, the issuance of additional equity securities by us, or the possibility of such issuance, may cause the market price of
our common stock to decline.
In addition, the terms of debt securities issued or borrowings could impose significant restrictions on our operations including restrictive
covenants, such as limitations on our ability to, among other things, dispose of assets, effect certain mergers, incur debt, grant liens, pay
dividends and distributions on capital stock, make investments and acquisitions, and enter into transactions with affiliates, and other operating
restrictions that could adversely affect our ability to conduct our business.
In the event that we enter into collaborations or licensing arrangements to raise capital, we may be required to accept unfavorable terms,
such as relinquishment or licensing of certain technologies or products that we otherwise would seek to develop or commercialize ourselves, or
reserve for future potential arrangements when we might otherwise be able to achieve more favorable terms. In addition, we may be forced to
work with a partner on one or more of our products or market development programs, which could lower the economic value of those programs
to us.
If we are unable to obtain adequate financing on terms satisfactory to us when we require it, we may terminate or delay the development of
one or more of our products, delay clinical trials necessary to market our products, or delay establishment of sales and marketing capabilities or
other activities necessary to commercialize our products. If this were to occur, our ability to grow and support our business and to respond to
market challenges could be significantly limited, which could have a material adverse effect on our business, financial condition and results of
operations.
55
Table of Contents
We have a significant amount of debt, which may affect our ability to operate our business and secure additional financing in the
future.
As of December 31, 2020, we had an aggregate of approximately $49.0 million in principal outstanding under our Loan Agreement with
Stifel Bank. We must make significant interest-only monthly payments under the Loan Agreement, which has diverted and will continue to divert
resources from other activities. Our obligations under the Loan Agreement are collateralized by substantially all of our assets, excluding
intellectual property, and we are subject to customary affirmative and negative covenants, including covenants limiting our ability and the ability
of our subsidiaries to, among other things, dispose of assets, effect certain mergers, incur debt, grant liens, pay dividends and distributions on
capital stock, make investments and acquisitions, and enter into transactions with affiliates, in each case subject to customary exceptions for a
loan facility of this size and type. The covenants related to the Loan Agreement, as well as any future financing agreements into which we may
enter, may restrict our ability to finance our operations and engage in, expand or otherwise pursue our business activities and strategies. While
we have not previously breached and are not currently in breach of these or any other covenants contained in our Loan Agreement, there can
be no guarantee that we will not breach these covenants in the future. Our ability to comply with these covenants may be affected by events
beyond our control, and future breaches of any of these covenants could result in a default under the Loan Agreement. If not waived, future
defaults could cause all of the outstanding indebtedness under the Loan Agreement to become immediately due and payable, termination of
commitments to extend further credit, a 5% increase in the applicable rate of interest and the exercise by the lender of other rights and
remedies provided for under the Loan Agreement. If we do not have or are unable to generate sufficient cash available to repay our debt
obligations when they become due and payable, either upon maturity or in the event of a default, our assets could be foreclosed upon and we
may not be able to obtain additional debt or equity financing on favorable terms, if at all, which may negatively impact our ability to operate and
continue our business as a going concern.
We may acquire other companies or technologies, or enter into license agreements, distribution arrangements or strategic
partnerships, which could fail to result in a commercial product or generate sales, divert our management’s attention, result in
additional dilution to our stockholders and otherwise disrupt our operations and harm our operating results.
Although we currently have no agreements or commitments to complete any such transactions, we may in the future seek to acquire,
license or invest in businesses, products or technologies that we believe could complement or expand our portfolio, enhance our technical
capabilities or otherwise offer growth opportunities. We could also seek to enter into distribution arrangements or strategic partnerships with
third parties that we believe could increase our revenue or offer other commercial benefits. However, we cannot assure you that we would be
able to successfully complete any acquisition, license agreement or distribution agreement we choose to pursue, or that we would be able to
successfully integrate any business or product or technology in a cost-effective and non-disruptive manner. Similarly, we cannot guarantee that
we would derive benefits from any distribution arrangement or other strategic partnership. The pursuit of potential acquisition, license or
partnering opportunities may divert the attention of management and cause us to incur various costs and expenses in identifying, investigating
and pursuing suitable transactions, whether or not they are consummated. We may not be able to identify desirable acquisition targets or
strategic partners, or be successful in entering into an agreement with any particular target or partner, or obtain the expected benefits of any
acquisition, license, investment or other strategic partnership arrangement.
To date, the growth of our operations has been largely organic, and we have limited experience in acquiring other businesses or
technologies. We may not be able to successfully integrate any acquired personnel, operations and technologies, or effectively manage the
combined business following an acquisition. Acquisitions could also result in dilutive issuances of equity securities, the use of our available
cash, or the incurrence of debt, which could harm our operating results. In addition, if an acquired business, product or technology fails to meet
our expectations, our operating results, business and financial condition may suffer.
56
Table of Contents
Our ability to utilize our net operating loss carryforwards may be limited.
As of December 31, 2020, we had U.S. federal and state net operating loss carryforwards, or NOLs, of $241.9 million and $209.8 million,
respectively. Our U.S. federal NOLs arising in tax years ending on or before December 31, 2017 are subject to expiration and will begin to
expire in 2027 (U.S. federal NOLs arising in tax years ending after December 31, 2017 are not subject to expiration) and our state NOLs will
begin to expire in 2028. We may use these NOLs to offset taxable income for U.S. federal and state income tax purposes. However, Section
382 of the Internal Revenue Code of 1986, as amended, or the Code, may limit the NOLs we may use in any year for U.S. federal income tax
purposes in the event of certain changes in ownership of our company. An “ownership change” pursuant to Section 382 of the Code generally
occurs if one or more stockholders or groups of stockholders who own at least 5% of a company’s stock increase their ownership by more than
50 percentage points over their lowest ownership percentage within a rolling three-year period. Similar rules may apply under state tax laws.
Although we have not performed a formal study under Section 382 of the Code, we believe we may have experienced at least one “ownership
change” in the past and may have experienced others. In addition, future issuances or sales of our stock, including certain transactions
involving our stock that are outside of our control, could result in future “ownership changes.” “Ownership changes” that have occurred in the
past or that may occur in the future could result in the imposition of an annual limit on the amount of pre-ownership change NOLs and other tax
attributes we can use to reduce our taxable income or income tax liability, potentially increasing and accelerating our liability for income taxes,
and also potentially causing those tax attributes to expire unused. Any limitation on using NOLs could, depending on the extent of such
limitation and the NOLs previously used, result in our retaining less cash after payment of U.S. federal and state income taxes during any year
in which we have taxable income, rather than losses, than we would be entitled to retain if such NOLs were available as an offset against such
income for U.S. federal and state income tax reporting purposes, which could adversely impact our operating results. Furthermore, under the
Tax Cuts and Jobs Act of 2017, although the treatment of U.S. federal NOLs arising in tax years beginning on or before December 31, 2017 has
generally not changed, U.S. federal NOLs arising in tax years beginning after December 31, 2017 may only be used to offset 80% of our
taxable income. This change may require us to pay U.S. federal income taxes in future years despite generating a loss for federal income tax
purposes in prior years.
As international expansion of our business occurs, it will expose us to market, regulatory, political, operational, financial, legal
and economic risks associated with doing business outside of the United States.
Our long-term strategy is to increase our international presence, including but not limited to securing regulatory approvals in Japan and
China. We have the right to affix the CE Mark to our products, allowing us to commercialize in Europe in the future. This strategy may include
establishing and maintaining physician outreach and education capabilities outside of the United States and expanding our relationships with
international distributors, providers and payers. Doing business internationally involves a number of risks, including:
• Difficulties in staffing and managing our international operations;
• Multiple, conflicting and changing laws and regulations such as tax laws, privacy laws, export and import restrictions, employment laws,
regulatory requirements and other governmental approvals, permits and licenses;
• Reduced or varied protection for intellectual property rights in some countries;
• Obtaining regulatory clearance where required for our products in various countries;
• Requirements to maintain data and the processing of that data on servers located within such countries;
57
Table of Contents
• Complexities associated with managing multiple payer reimbursement regimes, government payers or patient self-pay systems;
• Difficulties in adequately training and managing international distributors;
•
•
Limits on our ability to penetrate international markets if we are required to manufacture our products locally;
Financial risks, such as longer payment cycles, difficulty collecting accounts receivable, foreign tax laws and complexities of foreign
value-added tax systems, the effect of local and regional financial pressures on demand and payment for our products and exposure to
foreign currency exchange rate fluctuations;
• Restrictions on the site-of-service for use of our products and the economics related thereto for physicians, providers and payers;
• Natural disasters, political and economic instability, including wars, terrorism, political unrest, outbreak of disease, boycotts, curtailment
of trade and other market restrictions; and
• Regulatory and compliance risks that relate to maintaining accurate information and control over activities subject to regulation under
the United States Foreign Corrupt Practices Act of 1977, or FCPA, U.K. Bribery Act of 2010 and comparable laws and regulations in
other countries.
Any of these factors could significantly harm our future international expansion and operations and, consequently, have a material adverse
effect on our business, financial condition and results of operations.
Additionally, pursuant to the terms of our intellectual property license with Cordis, there are certain restrictions on our ability to sell the
ENROUTE stent through select direct competitors of Cordis Corporation. If we are unable to locate international distributors that are not select
direct competitors to Cordis Corporation, to market and sell our ENROUTE stent, our ability to expand our business internationally may be
harmed, which could have a material adverse effect on our business, financial condition and results of operations.
Security breaches, loss of data and other disruptions could compromise sensitive information related to our business or our
customers or patients, or prevent us from accessing critical information and expose us to liability, which could adversely affect our
business and our reputation.
In the ordinary course of our business, we may become exposed to, or collect and store sensitive data, including procedure-based
information and legally-protected health information, credit card, and other financial information, insurance information, and other potentially
personally identifiable information. We also store sensitive intellectual property and other proprietary business information. Although we take
measures to protect sensitive information from unauthorized access or disclosure, our information technology, or IT, and infrastructure, and that
of our other technology partners, may be vulnerable to cyber attacks by hackers or viruses or breached due to employee error, malfeasance or
other disruptions. We rely extensively on IT systems, networks and services, including internet sites, data hosting and processing facilities and
tools, physical security systems and other hardware, software and technical applications and platforms, some of which are managed, hosted,
provided and/or used by third-parties or their vendors, to assist in conducting our business. A significant breakdown, invasion, corruption,
destruction or interruption of critical information technology systems or infrastructure, by our workforce, others with authorized access to our
systems or unauthorized persons could negatively impact operations. The ever-increasing use and evolution of technology, including cloud-
based computing, creates opportunities for the unintentional dissemination or intentional destruction of confidential information stored in our or
our third-party providers' systems, portable media or storage devices. We could also experience a business interruption, theft of confidential
information or reputational damage
58
Table of Contents
from industrial espionage attacks, malware or other cyber-attacks, which may compromise our system infrastructure or lead to data leakage,
either internally or at our third-party providers. Although the aggregate impact on our operations and financial condition has not been material to
date, we have been the target of events of this nature and expect them to continue as cybersecurity threats have been rapidly evolving in
sophistication and becoming more prevalent in the industry. We are investing in protections and monitoring practices of our data and IT to
reduce these risks and continue to monitor our systems on an ongoing basis for any current or potential threats. There can be no assurance,
however, that our efforts will prevent breakdowns or breaches to our or our third-party providers’ databases or systems that could adversely
affect our business.
We could be adversely affected by violations of the FCPA and similar worldwide anti-bribery laws and any investigation, and the
outcome of any investigation, by government agencies of possible violations by us of the FCPA could have a material adverse effect
on our business.
The FCPA and similar worldwide anti-bribery laws prohibit companies and their intermediaries from corruptly providing any benefits to
government officials for the purpose of obtaining or retaining business. We are in the process of further enhancing policies and procedures
intended to help ensure compliance with these laws. In the future, we may operate in parts of the world that have experienced governmental
corruption to some degree. Moreover, because of the significant role government entities play in the regulation of many foreign healthcare
markets, we may be exposed to heightened FCPA and similar risks arising from our efforts to seek regulatory approval of and reimbursement
for our products in such countries. We cannot assure you that our internal control policies and procedures will protect us from improper acts
committed by our employees or agents. Violations of these laws, or allegations of such violations, would significantly disrupt our business and
have a material adverse effect on our business, financial condition and results of operations.
Risks Related to Our Intellectual Property
We may become a party to intellectual property litigation or administrative proceedings that could be costly and could interfere
with our ability to sell and market our products.
The medical device industry has been characterized by extensive litigation regarding patents, trademarks, trade secrets, and other
intellectual property rights, and companies in the industry have used intellectual property litigation to gain a competitive advantage. It is possible
that U.S. and foreign patents and pending patent applications or trademarks controlled by third parties may be alleged to cover our products, or
that we may be accused of misappropriating third parties’ trade secrets. Additionally, our products include components that we purchase from
vendors, and may include design components that are outside of our direct control. Our competitors, many of which have substantially greater
resources and have made substantial investments in patent portfolios, trade secrets, trademarks, and competing technologies, may have
applied for or obtained, or may in the future apply for or obtain, patents or trademarks that will prevent, limit or otherwise interfere with our ability
to make, use, sell and/or export our products or to use product names. Moreover, in recent years, individuals and groups that are non-practicing
entities, commonly referred to as “patent trolls,” have purchased patents and other intellectual property assets for the purpose of making claims
of infringement in order to extract settlements. From time to time, we may receive threatening letters, notices or “invitations to license,” or may
be the subject of claims that our products and business operations infringe or violate the intellectual property rights of others. The defense of
these matters can be time consuming, costly to defend in litigation, divert management’s attention and resources, damage our reputation and
brand and cause us to incur significant expenses or make substantial payments. Vendors from whom we purchase hardware or software may
not indemnify us in the event that such hardware or software is accused of infringing a third-party’s patent or trademark or of misappropriating a
third-party’s trade secret.
Since patent applications are confidential for a period of time after filing, we cannot be certain that we were the first to file any patent
application related to our products. Competitors may also contest our patents, if issued, by showing the patent examiner that the invention was
not original, was not novel or
59
Table of Contents
was obvious. In litigation, a competitor could claim that our patents, if issued, are not valid for a number of reasons. If a court agrees, we would
lose our rights to those challenged patents.
In addition, we may in the future be subject to claims by our former employees or consultants asserting an ownership right in our patents or
patent applications, as a result of the work they performed on our behalf. Although we generally require all of our employees and consultants
and any other partners or collaborators who have access to our proprietary know-how, information or technology to assign or grant similar rights
to their inventions to us, we cannot be certain that we have executed such agreements with all parties who may have contributed to our
intellectual property, nor can we be certain that our agreements with such parties will be upheld in the face of a potential challenge, or that they
will not be breached, for which we may not have an adequate remedy.
Further, if such patents, trademarks, or trade secrets are successfully asserted against us, this may harm our business and result in
injunctions preventing us from selling our products, license fees, damages and the payment of attorney fees and court costs. In addition, if we
are found to willfully infringe third-party patents or trademarks or to have misappropriated trade secrets, we could be required to pay treble
damages in addition to other penalties. Although patent, trademark, trade secret, and other intellectual property disputes in the medical device
area have often been settled through licensing or similar arrangements, costs associated with such arrangements may be substantial and could
include ongoing royalties. We may be unable to obtain necessary licenses on satisfactory terms, if at all. If we do not obtain necessary licenses,
we may not be able to redesign our products to avoid infringement.
Similarly, interference or derivation proceedings provoked by third parties or brought by the U.S. Patent and Trademark Office, or USPTO,
may be necessary to determine priority with respect to our patents, patent applications, trademarks or trademark applications. We may also
become involved in other proceedings, such as reexamination, inter parties review, derivation or opposition proceedings before the USPTO or
other jurisdictional body relating to our intellectual property rights or the intellectual property rights of others. Adverse determinations in a judicial
or administrative proceeding or failure to obtain necessary licenses could prevent us from manufacturing our products or using product names,
which would have a significant adverse impact on our business, financial condition and results of operations.
Additionally, we may file lawsuits or initiate other proceedings to protect or enforce our patents, trademarks or other intellectual property
rights, which could be expensive, time consuming and unsuccessful. Competitors may infringe our issued patents, trademarks or other
intellectual property. To counter infringement or unauthorized use, we may be required to file infringement claims, which can be expensive and
time-consuming. Any claims we assert against perceived infringers could provoke these parties to assert counterclaims against us alleging that
we infringe their intellectual property. In addition, in a patent infringement proceeding, a court may decide that a patent of ours is invalid or
unenforceable, in whole or in part, construe the patent’s claims narrowly or refuse to stop the other party from using the technology at issue on
the grounds that our patents do not cover the technology in question. Furthermore, even if our patents are found to be valid and infringed, a
court may refuse to grant injunctive relief against the infringer and instead grant us monetary damages and/or ongoing royalties. Such monetary
compensation may be insufficient to adequately offset the damage to our business caused by the infringer’s competition in the market. An
adverse result in any litigation proceeding could put one or more of our patents at risk of being invalidated or interpreted narrowly, which could
adversely affect our competitive business position, financial condition and results of operations.
Our success will depend on our ability to obtain, maintain and protect our intellectual property rights.
In order to remain competitive, we must develop, maintain and protect the proprietary aspects of our brands, technologies and data. We rely
on a combination of contractual provisions, confidentiality procedures and patent, copyright, trademark, trade secret and other intellectual
property laws to protect the proprietary aspects of our brands, technologies and data. These legal measures afford only limited
60
Table of Contents
protection, and competitors or others may gain access to or use our intellectual property and proprietary information. Our success will depend,
in part, on preserving our trade secrets, maintaining the security of our data and know-how and obtaining and maintaining other intellectual
property rights. We may not be able to obtain or maintain intellectual property or other proprietary rights necessary to our business or in a form
that provides us with a competitive advantage. In addition, our trade secrets, data and know-how could be subject to unauthorized use,
misappropriation, or disclosure to unauthorized parties, despite our efforts to enter into confidentiality agreements with our employees,
consultants, clients and other vendors who have access to such information, and could otherwise become known or be independently
discovered by third parties. Our intellectual property, including trademarks, could be challenged, invalidated, infringed, and circumvented by
third parties, and our trademarks could also be diluted, declared generic or found to be infringing on other marks. If any of the foregoing occurs,
we could be forced to re-brand our products, resulting in loss of brand recognition and requiring us to devote resources to advertising and
marketing new brands, and suffer other competitive harm. Third parties may also adopt trademarks similar to ours, which could harm our brand
identity and lead to market confusion. Failure to obtain and maintain intellectual property rights necessary to our business and failure to protect,
monitor and control the use of our intellectual property rights could negatively impact our ability to compete and cause us to incur significant
expenses. The intellectual property laws and other statutory and contractual arrangements in the United States and other jurisdictions we
depend upon may not provide sufficient protection in the future to prevent the infringement, use, violation or misappropriation of our trademarks,
data, technology and other intellectual property and services, and may not provide an adequate remedy if our intellectual property rights are
infringed, misappropriated or otherwise violated.
We rely, in part, on our ability to obtain, maintain, expand, enforce, and defend the scope of our intellectual property portfolio or other
proprietary rights, including the amount and timing of any payments we may be required to make in connection with the licensing, filing, defense
and enforcement of any patents or other intellectual property rights. The process of applying for and obtaining a patent is expensive, time
consuming and complex, and we may not be able to file, prosecute, maintain, enforce or license all necessary or desirable patent applications
at a reasonable cost, in a timely manner, or in all jurisdictions where protection may be commercially advantageous, or we may not be able to
protect our proprietary rights at all. Despite our efforts to protect our proprietary rights, unauthorized parties may be able to obtain and use
information that we regard as proprietary. In addition, the issuance of a patent does not ensure that it is valid or enforceable, so even if we
obtain patents, they may not be valid or enforceable against third parties. Our patent applications may not result in issued patents and our
patents may not be sufficiently broad to protect our technology. Moreover, even if we are able to obtain patent protection, such patent protection
may be of insufficient scope to achieve our business objectives. Issued patents may be challenged, narrowed, invalidated or circumvented.
Decisions by courts and governmental patent agencies may introduce uncertainty in the enforceability or scope of patents owned by or licensed
to us. Furthermore, the issuance of a patent does not give us the right to practice the patented invention. Third parties may have blocking
patents that could prevent us from marketing our own products and practicing our own technology. Alternatively, third parties may seek approval
to market their own products similar to or otherwise competitive with our products. In these circumstances, we may need to defend and/or
assert our patents, including by filing lawsuits alleging patent infringement. In any of these types of proceedings, a court or agency with
jurisdiction may find our patents invalid, unenforceable or not infringed; competitors may then be able to market products and use
manufacturing and analytical processes that are substantially similar to ours. Even if we have valid and enforceable patents, these patents still
may not provide protection against competing products or processes sufficient to achieve our business objectives.
If we are unable to protect the confidentiality of our other proprietary information, our business and competitive position may be
harmed.
In addition to patent protection, we also rely on other proprietary rights, including protection of trade secrets, and other proprietary
information that is not patentable or that we elect not to patent. However, trade secrets can be difficult to protect and some courts are less
willing or unwilling to protect trade
61
Table of Contents
secrets. To maintain the confidentiality of our trade secrets and proprietary information, we rely heavily on confidentiality provisions that we have
in contracts with our employees, consultants, collaborators and others upon the commencement of their relationship with us. We cannot
guarantee that we have entered into such agreements with each party that may have or have had access to our trade secrets or proprietary
technology and processes. We may not be able to prevent the unauthorized disclosure or use of our technical knowledge or other trade secrets
by such third parties, despite the existence generally of these confidentiality restrictions. These contracts may not provide meaningful protection
for our trade secrets, know-how, or other proprietary information in the event of any unauthorized use, misappropriation, or disclosure of such
trade secrets, know-how, or other proprietary information. There can be no assurance that such third parties will not breach their agreements
with us, that we will have adequate remedies for any breach, or that our trade secrets will not otherwise become known or independently
developed by competitors. Despite the protections we do place on our intellectual property or other proprietary rights, monitoring unauthorized
use and disclosure of our intellectual property is difficult, and we do not know whether the steps we have taken to protect our intellectual
property or other proprietary rights will be adequate. In addition, the laws of many foreign countries will not protect our intellectual property or
other proprietary rights to the same extent as the laws of the United States. Consequently, we may be unable to prevent our proprietary
technology from being exploited abroad, which could affect our ability to expand to international markets or require costly efforts to protect our
technology.
To the extent our intellectual property or other proprietary information protection is incomplete, we are exposed to a greater risk of direct
competition. A third party could, without authorization, copy or otherwise obtain and use our products or technology, or develop similar
technology. Our competitors could purchase our products and attempt to replicate some or all of the competitive advantages we derive from our
development efforts or design around our protected technology. Our failure to secure, protect and enforce our intellectual property rights could
substantially harm the value of our products, brand and business. The theft or unauthorized use or publication of our trade secrets and other
confidential business information could reduce the differentiation of our products and harm our business, the value of our investment in
research and development or acquisitions could be reduced and third parties might make claims against us related to losses of their confidential
or proprietary information. Any of the foregoing could materially and adversely affect our business, financial condition and results of operations.
Further, it is possible that others will independently develop the same or similar technology or otherwise obtain access to our unpatented
technology, and in such cases we could not assert any trade secret rights against such parties. Costly and time consuming litigation could be
necessary to enforce and determine the scope of our trade secret rights and related confidentiality and nondisclosure provisions. If we fail to
obtain or maintain trade secret protection, or if our competitors obtain our trade secrets or independently develop technology similar to ours or
competing technologies, our competitive market position could be materially and adversely affected. In addition, some courts are less willing or
unwilling to protect trade secrets and agreement terms that address non-competition are difficult to enforce in many jurisdictions and might not
be enforceable in certain cases.
We also seek to preserve the integrity and confidentiality of our data and other confidential information by maintaining physical security of
our premises and physical and electronic security of our information technology systems. While we have confidence in these individuals,
organizations and systems, agreements or security measures may be breached and detecting the disclosure or misappropriation of confidential
information and enforcing a claim that a party illegally disclosed or misappropriated confidential information is difficult, expensive and time-
consuming, and the outcome is unpredictable. Further, we may not be able to obtain adequate remedies for any breach.
Obtaining and maintaining patent protection depends on compliance with various procedural, document submission, fee
payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or
eliminated for non-compliance with these requirements.
62
Table of Contents
The USPTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment
and other similar provisions during the patent application process. In addition, periodic maintenance fees on issued patents often must be paid
to the USPTO and foreign patent agencies over the lifetime of the patent. While an unintentional lapse can in many cases be cured by payment
of a late fee or by other means in accordance with the applicable rules, there are situations in which noncompliance can result in abandonment
or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. Non-compliance
events that could result in abandonment or lapse of a patent or patent application include, but are not limited to, failure to respond to official
actions within prescribed time limits, non-payment of fees and failure to properly legalize and submit formal documents. If we fail to maintain the
patents and patent applications covering our products, we may not be able to stop a competitor from marketing products that are the same as
or similar to our products, which would have a material adverse effect on our business.
We may not be able to protect our intellectual property rights throughout the world.
A company may attempt to commercialize competing products utilizing our proprietary design, trademarks or tradenames in foreign
countries where we do not have sufficient patent protection and where legal recourse may be limited. This may have a significant commercial
impact on our foreign business operations.
Filing, prosecuting and defending patents or trademarks on our current and future products in all countries throughout the world would be
prohibitively expensive. The requirements for patentability and trademarking may differ in certain countries, particularly developing countries.
The laws of some foreign countries do not protect intellectual property rights to the same extent as laws in the United States. Consequently, we
may not be able to prevent third parties from utilizing our inventions and trademarks in all countries outside the United States. Competitors may
use our technologies or trademarks in jurisdictions where we have not obtained patent or trademark protection to develop or market their own
products and further, may export otherwise infringing products to territories where we have patent and trademark protection, but enforcement on
infringing activities is inadequate. These products or trademarks may compete with our products or trademarks, and our patents, trademarks or
other intellectual property rights may not be effective or sufficient to prevent them from competing.
Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The
legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents, trademarks and other
intellectual property protection, which could make it difficult for us to stop the infringement of our patents and trademarks or marketing of
competing products in violation of our proprietary rights generally. Proceedings to enforce our patent and trademarks rights in foreign
jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents and
trademarks at risk of being invalidated or interpreted narrowly and our patent or trademark applications at risk, and could provoke third parties
to assert claims against us. We may not prevail in any lawsuits that we initiate and the damages or other remedies awarded, if any, may not be
commercially meaningful. In addition, certain countries in Europe and certain developing countries, including India and China, have compulsory
licensing laws under which a patent owner may be compelled to grant licenses to third parties. In those countries, we may have limited
remedies if our patents are infringed or if we are compelled to grant a license to our patents to a third party, which could materially diminish the
value of those patents. This could limit our potential revenue opportunities. Accordingly, our efforts to enforce our intellectual property rights
around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we own or license. Finally,
our ability to protect and enforce our intellectual property rights may be adversely affected by unforeseen changes in foreign intellectual
property laws.
We may be subject to claims that we or our employees have misappropriated the intellectual property of a third party, including
trade secrets or know-how, or are in breach of non-competition or non-solicitation agreements with our competitors and third parties
may claim an ownership interest in intellectual property we regard as our own.
63
Table of Contents
Many of our employees and consultants were previously employed at or engaged by other medical device, biotechnology or pharmaceutical
companies, including our competitors or potential competitors. Some of these employees, consultants and contractors, may have executed
proprietary rights, non-disclosure and non-competition agreements in connection with such previous employment. Although we try to ensure
that our employees and consultants do not use the intellectual property, proprietary information, know-how or trade secrets of others in their
work for us, we may be subject to claims that we or these individuals have, inadvertently or otherwise, misappropriated the intellectual property
or disclosed the alleged trade secrets or other proprietary information, of these former employers or competitors.
Additionally, we may be subject to claims from third parties challenging our ownership interest in intellectual property we regard as our own,
based on claims that our employees or consultants have breached an obligation to assign inventions to another employer, to a former employer,
or to another person or entity. Litigation may be necessary to defend against any other claims, and it may be necessary or we may desire to
enter into a license to settle any such claim; however, there can be no assurance that we would be able to obtain a license on commercially
reasonable terms, if at all. If our defense to those claims fails, in addition to paying monetary damages, a court could prohibit us from using
technologies or features that are essential to our products, if such technologies or features are found to incorporate or be derived from the trade
secrets or other proprietary information of the former employers.
An inability to incorporate technologies or features that are important or essential to our products could have a material adverse effect on
our business, financial condition and results of operations, and may prevent us from selling our products. In addition, we may lose valuable
intellectual property rights or personnel. Even if we are successful in defending against these claims, litigation could result in substantial costs
and could be a distraction to management. Any litigation or the threat thereof may adversely affect our ability to hire employees or contract with
independent sales representatives. A loss of key personnel or their work product could hamper or prevent our ability to commercialize our
products, which could have an adverse effect on our business, financial condition and results of operations.
Changes in patent law could diminish the value of patents in general, thereby impairing our ability to protect our existing and
future products.
Recent patent reform legislation could increase the uncertainties and costs surrounding the prosecution of patent applications and the
enforcement or defense of issued patents. In 2011, the Leahy-Smith America Invents Act, or the Leahy-Smith Act, was signed into law. The
Leahy-Smith Act includes a number of significant changes to U.S. patent law. These include provisions that affect the way patent applications
are prosecuted and also may affect patent litigation. These also include provisions that switched the United States from a “first-to-invent” system
to a “first-to-file” system, allow third-party submission of prior art to the USPTO during patent prosecution and set forth additional procedures to
attack the validity of a patent by the USPTO administered post grant proceedings. Under a first-to-file system, assuming the other requirements
for patentability are met, the first inventor to file a patent application generally will be entitled to the patent on an invention regardless of whether
another inventor had made the invention earlier. The USPTO recently developed new regulations and procedures to govern administration of
the Leahy-Smith Act, and many of the substantive changes to patent law associated with the Leahy-Smith Act, and in particular, the first to file
provisions, only became effective in 2013. Accordingly, it is not clear what, if any, impact the Leahy-Smith Act will have on the operation of our
business. The Leahy-Smith Act and its implementation could increase the uncertainties and costs surrounding the prosecution of our patent
applications and the enforcement or defense of our issued patents, all of which could have a material adverse effect on our business, financial
condition and results of operations.
In addition, patent reform legislation may pass in the future that could lead to additional uncertainties and increased costs surrounding the
prosecution, enforcement and defense of our patents and applications. Furthermore, the U.S. Supreme Court and the U.S. Court of Appeals for
the Federal Circuit
64
Table of Contents
have made, and will likely continue to make, changes in how the patent laws of the United States are interpreted. Similarly, foreign courts have
made, and will likely continue to make, changes in how the patent laws in their respective jurisdictions are interpreted. We cannot predict future
changes in the interpretation of patent laws or changes to patent laws that might be enacted into law by U.S. and foreign legislative bodies.
Those changes may materially affect our patents or patent applications and our ability to obtain additional patent protection in the future.
The failure of third parties to meet their contractual, regulatory, and other obligations could adversely affect our business.
We rely on suppliers, vendors, outsourcing partners, consultants, alliance partners and other third parties to research, develop, manufacture
and commercialize our products and manage certain parts of our business. Using these third parties poses a number of risks, such as: (i) they
may not perform to our standards or legal requirements; (ii) they may not produce reliable results; (iii) they may not perform in a timely manner;
(iv) they may not maintain confidentiality of our proprietary information; (v) disputes may arise with respect to ownership of rights to technology
developed with our partners; and (vi) disagreements could cause delays in, or termination of, the research, development or commercialization
of our products or result in litigation or arbitration. Moreover, some third parties are located in markets subject to political and social risk,
corruption, infrastructure problems and natural disasters, in addition to country-specific privacy and data security risk given current legal and
regulatory environments. Failure of third parties to meet their contractual, regulatory, and other obligations may materially affect our business.
If our trademarks and tradenames are not adequately protected, then we may not be able to build name recognition in our
markets and our business may be adversely affected.
We rely on trademarks, service marks, tradenames and brand names to distinguish our products from the products of our competitors, and
have registered or applied to register these trademarks. We cannot assure you that our trademark applications will be approved. During
trademark registration proceedings, we may receive rejections. Although we are given an opportunity to respond to those rejections, we may be
unable to overcome such rejections. In addition, in proceedings before the USPTO and comparable agencies in many foreign jurisdictions, third
parties are given an opportunity to oppose pending trademark applications and to seek to cancel registered trademarks. Opposition or
cancellation proceedings may be filed against our trademarks, and our trademarks may not survive such proceedings. In the event that our
trademarks are successfully challenged, we could be forced to rebrand our products, which could result in loss of brand recognition and could
require us to devote resources towards advertising and marketing new brands and managing through regulatory implications such as relabeling.
At times, competitors may adopt trade names or trademarks similar to ours, thereby impeding our ability to build brand identity and possibly
leading to market confusion. Certain of our current or future trademarks may become so well known by the public that their use becomes
generic and they lose trademark protection. Over the long term, if we are unable to establish name recognition based on our trademarks and
trade names, then we may not be able to compete effectively and our business, financial condition and results of operations may be adversely
affected.
Risks Related to Government Regulation
Healthcare policy changes, including recently enacted legislation reforming the U.S. healthcare system, could harm our business,
financial condition and results of operations.
In the United States, there have been and continue to be a number of legislative initiatives to contain healthcare costs. In March 2010, the
Affordable Care Act was enacted in the United States, which made a number of substantial changes in the way healthcare is financed by both
governmental and private insurers. Among other ways in which it may affect our business, the Affordable Care Act:
•
Established a new Patient-Centered Outcomes Research Institute to oversee and identify priorities in comparative clinical effectiveness
research in an effort to coordinate and develop such research;
65
Table of Contents
•
•
Implemented payment system reforms including a national pilot program on payment bundling to encourage hospitals, physicians and
other providers to improve the coordination, quality and efficiency of certain healthcare services through bundled payment models; and
Expanded the eligibility criteria for Medicaid programs.
We do not yet know the full impact that the Affordable Care Act will have on our business. The taxes imposed by the Affordable Care Act
and the expansion in the government’s role in the U.S. healthcare industry may result in decreased sale of our products and, lower
reimbursement by payers for our products, all of which may have a material adverse effect on our business, financial condition and results of
operations. The Biden Administration and the U.S. Congress may take further action regarding the Affordable Care Act, including, but not
limited to, repeal or replacement. Most recently, the Tax Cuts and Jobs Act of 2017 was enacted, which, among other things, removes penalties
for not complying with the individual mandate to carry health insurance. Additionally, all or a portion of the Affordable Care Act and related
subsequent legislation may be modified, repealed or otherwise invalidated through judicial challenge, which could result in lower numbers of
insured individuals, reduced coverage for insured individuals and adversely affect our business, financial condition and results of operations.
In addition, other legislative changes have been proposed and adopted since the Affordable Care Act was enacted. On August 2, 2011, the
Budget Control Act of 2011 was signed into law, which, among other things, reduced Medicare payments to providers by 2% per fiscal year,
effective on April 1, 2013 and, due to subsequent legislative amendments to the statute, will remain in effect through 2029 unless additional
Congressional action is taken. On January 2, 2013, the American Taxpayer Relief Act of 2012 was signed into law, which, among other things,
reduced Medicare payments to several providers, including hospitals, and increased the statute of limitations period for the government to
recover overpayments to providers from three to five years. The Medicare Access and CHIP Reauthorization Act of 2015, or MACRA, enacted
on April 16, 2015, repealed the formula by which Medicare made annual payment adjustments to physicians and replaced the former formula
with fixed annual updates and a new system of incentive payments which began in 2019 that are based on various performance measures and
physicians’ participation in alternative payment models such as accountable care organizations. It is unclear what effect new quality and
payment programs, such as MACRA, may have on our business, financial condition, results of operations or cash flows.
We expect additional state and federal healthcare policies and reform measures to be adopted in the future. Any of these could make it
more difficult and costly for us to obtain regulatory clearances or approvals for our products or to manufacture, market or distribute our products
after clearance or approval is obtained. They could result in reduced demand for our products or result in additional pricing pressure. Any such
reforms could have a material adverse effect on our industry generally and on our customers. Any changes of, or uncertainty with respect to,
future coverage or reimbursement rates could affect demand for our products, which in turn could impact our ability to successfully
commercialize our products and could have an adverse material effect on our business, financial condition and results of operations. Changes
and reforms in the European Union and other countries where we may decide to commercialize could have similar effects.
Changes in the CMS fee schedules may harm our revenue and operating results.
Government payers, such as Centers for Medicare and Medicaid Services, or CMS, as well as insurers, have increased their efforts to
control the cost, utilization and delivery of healthcare services. From time to time, the U.S. Congress has considered and implemented changes
in the CMS fee schedules in conjunction with budgetary legislation. Reductions of reimbursement by Medicare or Medicaid for procedures that
use our products or changes in policy regarding coverage of these procedures, such as adding requirements for payment, or prior
authorizations, may be implemented from time to time. Reductions in the reimbursement rates and changes in payment policies of other third-
party payers may occur as well. Similar changes in the past have resulted in reduced payments for procedures that use medical device
products as well as added costs and have added more complex regulatory and
66
Table of Contents
administrative requirements. Further changes in federal, state, local and third-party payer regulations or policies may have a material adverse
impact on the demand for our products and on our business. Actions by agencies regulating insurance or changes in other laws, regulations, or
policies may also have a material adverse effect on our business, financial condition and results of operations.
If we fail to comply with broad based healthcare and other governmental regulations, we could face substantial fines and
penalties and our business, results of operations and financial condition could be adversely affected.
The products we offer are highly regulated, and there can be no assurance that the regulatory environment in which we operate will not
change significantly and adversely in the future. Our arrangements with physicians, hospitals and medical centers will expose us to broadly
applicable fraud and abuse and other laws and regulations that may restrict the financial arrangements and relationships through which we
market, sell and distribute our products. Our employees, consultants, and commercial partners may engage in misconduct or other improper
activities, including non-compliance with regulatory standards and requirements. Federal and state healthcare laws and regulations that may
affect our ability to conduct business, include, without limitation:
•
•
•
•
•
•
Federal and state laws and regulations regarding billing and claims payment applicable to TCAR and regulatory agencies enforcing
those laws and regulations;
FDA prohibitions against the advertisement, promotion and labeling of our products for off-label uses, or uses outside the specific
indications approved by the FDA;
The federal Anti-Kickback Statute, which broadly prohibits, among other things, any person from knowingly and willfully offering,
soliciting, receiving or providing remuneration, directly or indirectly, in exchange for or to induce either the referral of an individual for, or
the purchase, order or recommendation of, any good or service for which payment may be made under federal healthcare programs,
such as the CMS programs. A person or entity does not need to have actual knowledge of the statute or specific intent to violate it to
have committed a violation. Moreover, the government may assert that a claim including items or services resulting from a violation of
the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the federal civil False Claims Act. Violations of
the federal Anti-Kickback Statute may result in civil monetary penalties up to $176,495 for each violation, plus up to three times the
remuneration involved. Civil penalties for such conduct can further be assessed under the federal False Claims Act. Violations can also
result in criminal penalties, including criminal fines of up to $100,000 and imprisonment of up to 10 years. Similarly, violations can result
in mandatory exclusion from participation in government healthcare programs, including Medicare and Medicaid;
The federal False Claims Act, which prohibits, among other things, individuals or entities from knowingly presenting, or causing to be
presented, false claims, or knowingly using false statements, to obtain payment from the federal government. These laws can apply to
manufacturers who provide inaccurate information on coverage, coding, and reimbursement of their products to persons who bill third-
party payers. Private individuals can bring False Claims Act “qui tam” actions, on behalf of the government and such individuals,
commonly known as “whistleblowers,” may share in amounts paid by the entity to the government in fines or settlement. When an entity
is determined to have violated the federal civil False Claims Act, the government may impose civil fines and penalties ranging from
$11,655 to $23,331 for each false claim, plus treble damages, and exclude the entity from participation in Medicare, Medicaid and other
federal healthcare programs;
Federal criminal laws that prohibit executing a scheme to defraud any healthcare benefit program or making, or causing to be made,
false statements relating to healthcare matters;
The federal Civil Monetary Penalties Law, which prohibits, among other things, offering or transferring remuneration to a federal
healthcare beneficiary that a person knows or should know
67
Table of Contents
•
•
is likely to influence the beneficiary’s decision to order or receive items or services reimbursable by the government from a particular
provider or supplier;
The FCPA, the U.K. Bribery Act of 2010, and other local anti-corruption laws that apply to our international activities;
The federal Physician Payment Sunshine Act, or Open Payments, created under the Patient Protection and Affordable Care Act, as
amended by the Health Care and Education Affordability Reconciliation Act, or Affordable Care Act, and its implementing regulations,
which requires manufacturers of drugs, medical devices, biologicals and medical supplies for which payment is available under
Medicare, Medicaid, or the Children’s Health Insurance Program to report annually to the U.S. Department of Health and Human
Services, or HHS, information related to payments or other transfers of value made to licensed physicians, certain other healthcare
professionals, and teaching hospitals, and requires applicable manufacturers and group purchasing organizations, to report annually
ownership and investment interests held by physicians and their immediate family members. Additionally, on October 24, 2018,
President Trump signed into law the “Substance Use-Disorder Prevention that Promoted Opioid Recovery and Treatment for Patients
and Communities Act” which in part (under a provision entitled “Fighting the Opioid Epidemic with Sunshine”) extends the reporting and
transparency requirements for physicians in the Physician Payments Sunshine Act to physician assistants, nurse practitioners, and
other mid-level practitioners (with reporting requirements going into effect in 2022 for payments made in 2021). Applicable
manufacturers are required to submit annual reports to CMS. Our failure to submit required information on time may result in civil
monetary penalties of $11,766 per failure up to an aggregate of $176,495 per year (or up to an aggregate of $1.177 million per year for
“knowing failures”), for all payments, transfers of value or ownership or investment interests that are not timely, accurately, and
completely reported in an annual submission, and may result in liability under other federal laws or regulations;
• HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act, and its implementing regulations,
which impose certain requirements relating to the privacy, security and transmission of individually identifiable health information;
HIPAA also created criminal liability for knowingly and willfully falsifying or concealing a material fact or making a materially false
statement in connection with the delivery of or payment for healthcare benefits, items or services. Failure to comply with the HIPAA
privacy and security standards when applicable can result in civil monetary penalties up to $59,522 per violation, not to exceed
$1.79 million per calendar year for non-compliance of an identical provision, and, in certain circumstances, criminal penalties with fines
up to $250,000 per violation and/or imprisonment. State attorneys general can also bring a civil action to enjoin a HIPAA violation or to
obtain statutory damages on behalf of residents of his or her state; and
•
Analogous state and foreign law equivalents of each of the above federal laws, such as anti-kickback and false claims laws which may
apply to items or services reimbursed by any third-party payer, including commercial insurers or patients; state laws that require device
companies to comply with the industry’s voluntary compliance guidelines and the applicable compliance guidance promulgated by the
federal government or otherwise restrict payments that may be made to healthcare providers and other potential referral sources; state
laws that require device manufacturers to report information related to payments and other transfers of value to physicians and other
healthcare providers or marketing expenditures; consumer protection and unfair competition laws, which broadly regulate marketplace
activities and activities that potentially harm customers, foreign and state laws, including the E.U. General Data Protection Regulation,
or GDPR, governing the privacy and security of health information in certain circumstances, many of which differ from each other in
significant ways and may not have the same effect, thus complicating compliance efforts; and state laws related to insurance fraud in
the case of claims involving private insurers.
68
Table of Contents
Because of the breadth of these laws and the narrowness of available statutory and regulatory exemptions or safe harbors, it is possible
that some of our activities, such as stock-option compensation paid to physicians, could be subject to challenge under one or more of such
laws. Any action brought against us for violations of these laws or regulations, even successfully defended, could cause us to incur significant
legal expenses and divert our management’s attention from the operation of our business. We may be subject to private “qui tam” actions
brought by individual whistleblowers on behalf of the federal or state governments.
The growth of our business and sales organization and our expansion outside of the United States may increase the potential of violating
these laws or our internal policies and procedures. The risk of our being found in violation of these or other laws and regulations is further
increased by the fact that many have not been fully interpreted by the regulatory authorities or the courts, and their provisions are open to a
variety of interpretations. Any action brought against us for violation of these or other laws or regulations, even if we successfully defend against
it, could cause us to incur significant legal expenses and divert our management’s attention from the operation of our business. If our operations
are found to be in violation of any of the federal, state and foreign laws described above or any other current or future fraud and abuse or other
healthcare laws and regulations that apply to us, we may be subject to penalties, including significant criminal, civil, and administrative
penalties, damages, fines, imprisonment, for individuals, exclusion from participation in government programs, such as Medicare and Medicaid,
and we could be required to curtail or cease our operations. Any of the foregoing consequences could seriously harm our business and our
financial results.
If we fail to obtain and maintain necessary regulatory clearances or approvals for our products, or if clearances or approvals for
future products and indications are delayed or not issued, our commercial operations would be harmed.
Our products are subject to extensive regulation by the FDA in the United States and by regulatory agencies in other countries where we do
business. Government regulations specific to medical devices are wide ranging and govern, among other things:
•
•
•
Product design, development and manufacture;
Laboratory, preclinical and clinical testing, labeling, packaging, storage and distribution;
Premarketing clearance or approval;
• Record keeping;
•
•
Product marketing, promotion and advertising, sales and distribution; and
Post marketing surveillance, including reporting of deaths or serious injuries and recalls and correction and removals.
Before a new medical device, or a new intended use for an existing product, can be marketed in the United States, a company must first
submit and receive either 510(k) clearance pursuant to Section 510(k) of the Food, Drug and Cosmetic Act, or the FDCA, or approval of a
premarket approval, or PMA, application from the FDA, unless an exemption applies.
In many cases, the process of obtaining PMA approval, which was required for the ENROUTE stent, is much more rigorous, costly, lengthy
and uncertain than the 510(k) clearance process. In the 510(k) clearance process, the FDA must determine that a proposed device is
“substantially equivalent” to a device legally on the market, known as a “predicate” device, in order to clear the proposed device for marketing.
To be “substantially equivalent,” the proposed device must have the same intended use as the predicate device, and either have the same
technological characteristics as the predicate device or have different technological characteristics and not raise different questions of safety or
effectiveness than the predicate device. Clinical data is sometimes required to support substantial equivalence. In the PMA
69
Table of Contents
approval process, the FDA must determine that a proposed device is safe and effective for its intended use based on extensive data, including
technical, pre-clinical, clinical trial, manufacturing and labeling data. The PMA process is typically required for devices for which the 510(k)
process cannot be used and that are deemed to pose the greatest risk. Modifications to products that are approved through a PMA application
generally need prior FDA approval of a PMA supplement. Similarly, some modifications made to products cleared through a 510(k) may require
a new 510(k), or such modification may put the device into class III and require PMA approval. The FDA’s 510(k) clearance process usually
takes from three to 12 months, but may last longer. The process of obtaining a PMA generally takes from one to three years, or even longer,
from the time the PMA is submitted to the FDA until an approval is obtained. Any delay or failure to obtain necessary regulatory approvals or
clearances would have a material adverse effect on our business, financial condition and results of operations.
The FDA can delay, limit or deny clearance or approval of a device for many reasons, including:
• Our inability to demonstrate to the satisfaction of the FDA or the applicable regulatory entity or notified body that our products are safe
or effective for their intended uses;
•
•
•
The disagreement of the FDA or the applicable foreign regulatory body with the design, conduct or implementation of our clinical trials
or the analyses or interpretation of data from pre-clinical studies or clinical trials;
Serious and unexpected adverse device effects experienced by participants in our clinical trials;
The data from our pre-clinical studies and clinical trials may be insufficient to support clearance or approval, where required;
• Our inability to demonstrate that the clinical and other benefits of the device outweigh the risks;
•
•
•
•
An advisory committee, if convened by the applicable regulatory authority, may recommend against approval of our application or may
recommend that the applicable regulatory authority require, as a condition of approval, additional preclinical studies or clinical trials,
limitations on approved labeling or distribution and use restrictions, or even if an advisory committee, if convened, makes a favorable
recommendation, the respective regulatory authority may still not approve the product;
The applicable regulatory authority may identify significant deficiencies in our manufacturing processes, facilities or analytical methods
or those of our third party contract manufacturers;
The potential for approval policies or regulations of the FDA or applicable foreign regulatory bodies to change significantly in a manner
rendering our clinical data or regulatory filings insufficient for clearance or approval; and
The FDA or foreign regulatory authorities may audit our clinical trial data and conclude that the data is not sufficiently reliable to support
approval or clearance.
Similarly, regulators may determine that our financial relationships with our principal investigators resulted in a perceived or actual conflict of
interest that may have affected the interpretation of a study, the integrity of the data generated at the applicable clinical trial site or the utility of
the clinical trial itself. Even if we are granted regulatory clearances or approvals, they may include significant limitations on the indicated uses
for the product, which may limit the market for the product. Moreover, the FDA and European Union regulatory authorities strictly regulate the
labeling, promotion and advertising of our products, including comparative and superiority claims vis a vis competitors’ products, that may be
made about products.
As a condition of approving a PMA application, the FDA may also require some form of post-approval study or post-market surveillance,
whereby the applicant conducts a follow-up study or follows certain patient groups for a number of years and makes periodic reports to the FDA
on the clinical status of those
70
Table of Contents
patients when necessary to protect the public health or to provide additional safety and effectiveness data for the device. As a part of our PMA
approval, we agreed with the FDA to conduct a post-approval study at a minimum of 30 sites in the United States to evaluate the safety and
effectiveness of our products in at least 600 subjects. We completed enrollment in this study and submitted our final report to the FDA. In
February 2020 we received notice from the FDA of their review and that we have fulfilled the post-approval study requirement. A PMA
supplement with the updated labeling was submitted to FDA in December 2019 and subsequently approved by FDA in June 2020. The updated
labeling included outcomes and adverse event data from the ROADSTER 2 Post-Approval Study. Failure to have conducted the post-approval
study in compliance with applicable regulations or to have timely completed required post-approval studies or comply with other post-approval
requirements could result in withdrawal of approval of the PMA, which would harm our business.
In addition, we are required to investigate all product complaints we receive, and timely file reports with the FDA, including MDRs that
require that we report to regulatory authorities if our products may have caused or contributed to a death or serious injury or malfunctioned in a
way that would likely cause or contribute to a death or serious injury if the malfunction were to recur. If these reports are not submitted in a
timely manner, regulators may impose sanctions and we may be subject to product liability or regulatory enforcement actions, including warning
letters, untitled letters, fines, civil penalties, recalls, seizures, operating restrictions, denial of requests for 510(k) clearance or premarket
approval of new products, new intended uses or modifications to existing products, withdrawal of current 510(k) clearances or premarket
approvals and narrowing of approved or cleared product labeling, all of which could harm our business. In addition, the FDA may provide notice
of and conduct additional inspections, such as “for cause” inspections, of our business, sites and facilities as part of its review process. We
previously identified the need to implement corrective actions to our complaint handling procedures, which may have caused a delay in timely
submission of 51 MDR reports to the FDA since we began commercialization in 2015. As of January 31, 2021, we had filed 258 MDR reports
with the FDA for adverse events and device malfunctions including, but not limited to, stroke, arterial dissection, tip detachment, stent
thrombosis and wound complications.
If we initiate a correction or removal action for our products to reduce a significant risk to health posed by our products, we would be
required to submit a publicly available correction and removal report to the FDA and, in many cases, similar reports to other regulatory
agencies. This report could be classified by the FDA as a device recall which could lead to an additional inspection by, or increased scrutiny
from, the FDA, other international regulatory agencies and our customers regarding the quality and safety of our products. Furthermore, the
submission of these reports could be used by competitors against us and cause physicians to delay or cancel prescriptions, which could harm
our reputation. For example, in the first quarter of 2021, we announced the voluntary recall of certain lots of our ENROUTE Transcarotid Stent
System, manufactured by one of our third-party suppliers, Cordis. Our decision to recall these lots was based on complaints we received about
tips detaching from the stent delivery system as well as internal testing that we conducted. We believe the root cause of the detachment was a
single operator at Cordis, who, over a specific timeframe, produced lots in which a small number of units were not reliably manufactured to
specification. Recalls like this one could cause the supply of our TCAR products to customers to be interrupted, us to incur additional expenses,
negative publicity or damage to our reputation, any of which could cause our results of operations to be adversely impacted.
The FDA and the Federal Trade Commission, or FTC, also regulate the advertising, promotion and labeling of our products to ensure that
the claims we make are consistent with our regulatory clearances and approvals, that there is adequate and reasonable scientific data to
substantiate the claims and that our promotional labeling and advertising is neither false nor misleading in any respect. If the FDA or FTC
determines that any of our advertising or promotional claims are misleading, not substantiated or not permissible, we may be subject to
enforcement actions, including adverse publicity, warning letters, and we may be required to revise our promotional claims and make other
corrections or restitutions.
71
Table of Contents
The FDA and state authorities have broad investigation and enforcement powers. Our failure to comply with applicable regulatory
requirements could result in enforcement action by the FDA or state agencies, which may include any of the following sanctions:
•
Adverse publicity, warning letters, fines, injunctions, consent decrees and civil penalties;
• Repair, replacement, refunds, recalls, termination of distribution, administrative detention or seizure of our products;
• Operating restrictions, partial suspension or total shutdown of production;
• Denial of our requests for 510(k) clearance or premarket approval of new products, new intended uses or modifications to existing
products;
• Withdrawal of 510(k) clearance or premarket approvals that have already been granted; and
• Criminal prosecution.
If any of these events were to occur, our business and financial condition could be harmed. In addition, the FDA’s and other regulatory
authorities’ policies may change and additional government regulations may be enacted that could prevent, limit or delay regulatory approval of
our products. For example, in December 2016, the 21st Century Cures Act, or Cures Act, was signed into law. The Cures Act, among other
things, is intended to modernize the regulation of medical devices and spur innovation, but its ultimate implementation is unclear. If we are slow
or unable to adapt to changes in existing requirements or the adoption of new requirements or policies, or if we are not able to maintain
regulatory compliance, we may lose any marketing approval that we may have obtained and we may not achieve or sustain profitability, which
would adversely affect our business, financial condition and results of operations.
Our clinical trials may fail to demonstrate competent and reliable evidence of the safety and effectiveness of our products, which
would prevent or delay commercialization of our products in development.
We may be required to conduct clinical studies that demonstrate competent and reliable evidence that our products are safe and effective
before we can commercialize our products. Clinical testing is expensive and can take many years to complete, and its outcome is inherently
uncertain. We cannot be certain that our planned clinical trials or any other future clinical trials will be successful. In addition, even if such
clinical trials are successfully completed, we cannot guarantee that the FDA or foreign regulatory authorities will interpret the results as we do,
and more trials could be required before we submit our products for approval. To the extent that the results of the trials are not satisfactory to
the FDA or foreign regulatory authorities for support of a marketing application, we may be required to expend significant resources, which may
not be available to us, to conduct additional trials in support of potential approval of our products. Even if regulatory approval is secured for any
of our products, the terms of such approval may limit the scope and use of our products, which may also limit their commercial potential.
Material modifications to our products may require new 510(k) clearances, premarket approval, or CE Marks, or may require us to
recall or cease marketing our products until new clearances or approvals are obtained.
Material modifications to the intended use or technological characteristics of our products will require new 510(k) clearances, premarket
approvals or CE Marks prior to implementing the modifications, or require us to recall or cease marketing the modified devices until these
clearances or approvals are obtained. Furthermore, changes to our manufacturing facility or supplier of components used in our products
require prior FDA approval of a PMA supplement. The FDA requires device manufacturers to initially make and document a determination of
whether or not a modification requires a new approval, supplement or clearance; however, the FDA can review a manufacturer’s decision. Any
modification to an
72
Table of Contents
FDA cleared device that would significantly affect its safety or effectiveness or that would constitute a major change in its intended use would
require a new 510(k) clearance or approval of a PMA supplement. We may not be able to obtain additional 510(k) clearances or premarket
approvals for new products or for modifications to, or additional indications for, our products in a timely fashion, or at all. Delays in obtaining
required future clearances would harm our ability to introduce new or enhanced products in a timely manner, which in turn would harm our
future growth. We have made modifications to our products in the past that we believe do not require additional clearances or approvals, and
we may make additional modifications in the future. If the FDA or an EU Notified Body disagrees and requires new clearances or approvals for
any of these modifications, we may be required to recall and to stop selling or marketing our products as modified, which could harm our
operating results and require us to redesign our products. In these circumstances, we may be subject to significant enforcement actions.
If we, or our suppliers, fail to comply with the FDA’s QSR or the European Union’s Medical Device Directive, our manufacturing or
distribution operations could be delayed or shut down and our revenue could suffer.
Our manufacturing and design processes and those of our third-party component suppliers are required to comply with the FDA’s Quality
System Regulation, or QSR, and the European Union’s Medical Device Directive, or MDD, both of which cover procedures and documentation
of the design, testing, production, control, quality assurance, labeling, packaging, storage and shipping of our products. We are also subject to
similar state requirements and licenses, and to ongoing ISO 13485 compliance in our operations, including design, manufacturing, and service,
to maintain our CE Mark. In addition, we must engage in extensive recordkeeping and reporting and must make available our facilities and
records for periodic unannounced inspections by governmental agencies, including the FDA, state authorities, EU Notified Bodies and
comparable agencies in other countries. If we fail a regulatory inspection, our operations could be disrupted and our manufacturing interrupted.
Failure to take timely and adequate corrective action in response to an adverse regulatory inspection could result in, among other things, a
shutdown of our manufacturing or product distribution operations, significant fines, suspension of marketing clearances and approvals, seizures
or recalls of our device, operating restrictions and criminal prosecutions, any of which would cause our business to suffer. Furthermore, our key
component suppliers may not currently be or may not continue to be in compliance with applicable regulatory requirements, which may result in
manufacturing delays for our products and cause our revenue to decline.
We are registered with the FDA as a medical device specifications developer and manufacturer. The FDA has broad post-market and
regulatory enforcement powers. We are subject to unannounced inspections by the FDA and the Food and Drug Branch of the California
Department of Public Health, or CDPH, and our Notified Body to determine our compliance with the QSR and other regulations at both our
design and manufacturing facilities, and these inspections may include the manufacturing facilities of our suppliers. These inspections may be
initiated as a result of concerns regarding the safety of our products or the components thereof.
We can provide no assurance that we will continue to remain in material compliance with the QSR or MDD. If the FDA, CDPH or our
notified body in the European Union, BSI, inspect any of our facilities and discover compliance problems, we may have to cease manufacturing
and product distribution until we can take the appropriate remedial steps to correct the audit findings. Taking corrective action may be
expensive, time consuming and a distraction for management and if we experience a delay at our manufacturing facility we may be unable to
produce our products, which would harm our business.
With the transition from the MDD to the new European Union Medical Device Regulation, or MDR, notified bodies are required to seek
designation to operate as conformity assessment authorities under the new law, which is effective in May 2021. BSI, our notified body,
successfully obtained designation to operate as conformity assessment authorities under the new law.
73
Table of Contents
The impact of the new EU Medical Device Regulation may be costly and disruptive to our business.
The European Union has released regulations to ensure patient safety with the use of pharmaceuticals, medical devices and in-vitro
diagnostics that will go into effect starting in May 2021. The new regulations replace predecessor directives and emphasize a global
convergence of regulations. Major changes include:
• Reclassification of some products;
• Greater emphasis on clinical data;
• Data transparency, including publication of clinical trial data and safety summaries;
• Defined content and structure for technical files to support registration;
• Unique device identification system;
• Greater burden on post-market surveillance and clinical follow-up;
• Reduction of adverse event reporting time from 30 to 15 days after the event; and
• More power to notified bodies.
Complying with these new regulations may result in Europe being less attractive as a “first market” destination. Marketing authorization
timelines will become more protracted and the costs of operating in Europe will increase. A significantly more costly path to regulatory
compliance is anticipated. Adjusting to the new Medical Device Regulation may prove to be costly and disruptive to our business.
Our products have and may in the future be subject to product recalls that could harm our reputation.
The FDA and similar governmental authorities in other countries have the authority to require the recall of commercialized products in the
event of material regulatory deficiencies or defects in design or manufacture. A government mandated or voluntary recall by us has occurred,
and could occur again in the future, as a result of component failures, manufacturing errors or design or labeling defects. In January 2021, we
announced the voluntary recall of certain lots of our ENROUTE Transcarotid Stent System. Additional recalls of our products would divert
managerial attention, be expensive, harm our reputation with customers and harm our financial condition and results of operations. Additional
recall announcements could also negatively affect our stock price.
Compliance with environmental laws and regulations could be expensive, and failure to comply with these laws and regulations
could subject us to significant liability.
Our research and development and manufacturing operations involve the use of hazardous substances and are subject to a variety of
federal, state, local and foreign environmental laws and regulations relating to the storage, use, discharge, disposal, remediation of, and human
exposure to, hazardous substances and the sale, labeling, collection, recycling, treatment and disposal of products containing hazardous
substances. Liability under environmental laws and regulations can be joint and several and without regard to fault or negligence. Compliance
with environmental laws and regulations may be expensive and noncompliance could result in substantial liabilities, fines and penalties,
personal injury and third-party property damage claims and substantial investigation and remediation costs. Environmental laws and regulations
could become more stringent over time, imposing greater compliance costs and increasing risks and penalties associated with violations. We
cannot assure you that violations of these laws and regulations will not occur in the future or have not occurred in the past as a result of human
error, accidents, equipment failure or other causes. The expense associated with environmental regulation and remediation could harm our
financial condition and operating results.
74
Table of Contents
Risks Related to Ownership of Our Common Stock
The market price of our common stock may be volatile and fluctuate substantially, which could result in substantial losses for
purchasers of our common stock.
•
The market price of our common stock is likely to be highly volatile and may fluctuate substantially due to many factors, including:
• Changes in analysts’ estimates, investors’ perceptions, recommendations by securities analysts or our failure to achieve analysts’
estimates;
• Quarterly variations in our or our competitors’ results of operations;
•
•
Periodic fluctuations in our revenue, which could be due in part to the way in which we recognize revenue;
The financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;
• General market conditions and other factors unrelated to our operating performance or the operating performance of our competitors;
• Changes in reimbursement by current or potential payers;
• Changes in operating performance and stock market valuations of other technology companies generally, or those in the medical device
industry in particular;
Actual or anticipated changes in regulatory oversight of our products;
The results of our clinical trials;
The loss of key personnel, including changes in our board of directors and management;
Product recalls or other problems associated with our products;
Legislation or regulation of our market;
Lawsuits threatened or filed against us, including litigation by current or former employees alleging wrongful termination, sexual
harassment, whistleblower or other claims;
The announcement of new products, product enhancements or new product trials by us or our competitors;
Announced or completed acquisitions of businesses or technologies by us or our competitors;
Announcements related to patents issued to us or our competitors and related litigation; and
•
•
•
•
•
•
•
•
•
• Developments in our industry.
In recent years, the stock markets generally have experienced extreme price and volume fluctuations that have often been unrelated or
disproportionate to the operating performance of listed companies. Broad market and industry factors may significantly affect the market price of
our common stock, regardless of our actual operating performance.
In addition, in the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were to
become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our
business and harm our business, results of operations, financial condition and reputation. These factors may materially and adversely affect the
market price of our common stock.
75
Table of Contents
If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our
business, our share price and trading volume could decline.
The trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about us
or our business, our market and our competitors. We do not have any control over these analysts. If one or more of the analysts who cover us
downgrade our shares or change their opinion of our business, our share price would likely decline. If one or more of these analysts cease
coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share
price or trading volume to decline.
A sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.
If our existing stockholders sell, or indicate an intention to sell, substantial amounts of our common stock in the public market after the lapse
of lock-up and other legal restrictions on resale, the trading price of our common stock could decline. If these additional shares are sold, or if it
is perceived that they will be sold, in the public market, the trading price of our common stock could decline. Any sales of securities by these
stockholders could have a material adverse effect on the market price of our common stock.
Our directors, officers and principal stockholders have significant voting power and may take actions that may not be in the best
interests of our other stockholders.
As of December 31, 2020, our directors, officers and each stockholder holding 5% or more of our outstanding common stock and their
affiliates beneficially owned approximately 37.1% of our outstanding common stock in the aggregate. Actions taken by these stockholders may
have the effect of delaying or preventing a change in control, might adversely affect the market price of our common stock and may not be in
the best interests of other stockholders.
We are obligated to maintain proper and effective internal controls over financial reporting and any failure to maintain the
adequacy of these internal controls may adversely affect investor confidence in our company and, as a result, the value of our
common stock.
We are required, pursuant to Section 404 of the Sarbanes-Oxley Act, or Section 404, to furnish a report by management on the
effectiveness of our internal control over financial reporting. This assessment includes disclosure of any material weaknesses identified by our
management in our internal control over financial reporting. We are required to comply with, among other requirements, the auditor attestation
requirements of Section 404. If we have a material weakness, we would receive an adverse opinion regarding our internal control over financial
reporting from our independent registered accounting firm.
Our compliance with Section 404 requires that we incur substantial accounting expense and expend significant management efforts. We
have engaged outside consultants who function in the capacity of an internal audit group, and we will continue to hire additional consultants,
accounting and financial staff with appropriate public company experience and technical accounting knowledge as we maintain the system and
process documentation necessary to perform the evaluation needed to comply with Section 404.
We cannot assure you that there will not be material weaknesses in our internal control over financial reporting in the future. Any failure to
maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition or results of
operations. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public
accounting firm determines we have a material weakness in our internal control over financial reporting, we could lose investor confidence in
the accuracy and completeness of our financial reports, the market price of our ordinary shares could decline, and we could be subject to
sanctions or investigations by Nasdaq, the SEC or other regulatory authorities. Failure to remedy our current and any future material weakness
in our internal control over financial reporting, or to implement or maintain other
76
Table of Contents
effective control systems required of public companies, could also restrict our future access to the capital markets.
Anti-takeover provisions in our amended and restated certificate of incorporation and bylaws, and Delaware law, could
discourage a change in control of our company or a change in our management.
Our amended and restated certificate of incorporation and bylaws contain provisions that might enable our management to resist a
takeover. These provisions include:
•
•
•
•
•
•
•
•
•
•
A classified board of directors;
Advance notice requirements applicable to stockholders for matters to be brought before a meeting of stockholders and requirements
as to the form and content of a stockholders’ notice;
A supermajority stockholder vote requirement for amending certain provisions of our amended and restated certificate of incorporation
and bylaws;
The right to issue preferred stock without stockholder approval, which could be used to dilute the stock ownership of a potential hostile
acquirer;
Allowing stockholders to remove directors only for cause;
A requirement that the authorized number of directors may be changed only by resolution of the board of directors;
Allowing all vacancies, including newly created directorships, to be filled by the affirmative vote of a majority of directors then in office,
even if less than a quorum, except as otherwise required by law;
A requirement that our stockholders may only take action at annual or special meetings of our stockholders and not by written consent;
Limiting the forum to Delaware for certain litigation against us; and
Limiting the persons that can call special meetings of our stockholders to our board of directors, the chairperson of our board of
directors, the chief executive officer or the president, in the absence of a chief executive officer.
These provisions might discourage, delay or prevent a change in control of our company or a change in our management. The existence of
these provisions could adversely affect the voting power of holders of common stock and limit the price that investors might be willing to pay in
the future for shares of our common stock. In addition, because we are incorporated in Delaware, we are governed by the provisions of Section
203 of the Delaware General Corporation Law, which generally prohibits a Delaware corporation from engaging in any of a broad range of
business combinations with any “interested” stockholder for a period of three years following the date on which the stockholder became an
“interested” stockholder. See “Description of Capital Stock.”
Our amended and restated certificate of incorporation and bylaws provide that the Court of Chancery of the State of Delaware will
be the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’
abilities to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
Our amended and restated certificate of incorporation and bylaws provide that, unless we consent in writing to the selection of an
alternative forum, the sole and exclusive forum, to the fullest extent permitted by law, for (1) any derivative action or proceeding brought on our
behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our
77
Table of Contents
stockholders, (3) any action asserting a claim against the company or any director or officer of the company arising pursuant to any provision of
the Delaware General Corporation Law, (4) any action to interpret, apply, enforce or determine the validity of our amended and restated
certificate of incorporation or bylaws, or (5) any other action asserting a claim that is governed by the internal affairs doctrine shall be the Court
of Chancery of the State of Delaware or federal court located within the State of Delaware if the Court of Chancery does not have jurisdiction, in
all cases subject to the court’s having jurisdiction over indispensable parties named as defendants. A complaint asserting a cause of action
under the Securities Act may be brought in state or federal court. With respect to the Securities Exchange Act of 1934, or Exchange Act, only
claims brought derivatively under the Exchange Act would be subject to the forum selection clause described above. The enforceability of
similar choice of forum provisions in other companies' certificates of incorporation and bylaws has been challenged in legal proceedings, and it
is possible that, in connection with any action, a court could find the choice of forum provisions contained in our amended and restated
certificate of incorporation and bylaws to be inapplicable or unenforceable in such action. Although we believe these provisions benefit us by
providing increased consistency in the application of Delaware law for the specified types of actions and proceedings, the provisions may have
the effect of discouraging lawsuits against us or our directors and officers. Alternatively, if a court were to find the choice of forum provision
contained in our amended and restated certificate of incorporation and bylaws to be inapplicable or unenforceable in an action, we may incur
additional costs associated with resolving such action in other jurisdictions, which could harm our business, financial condition and operating
results. Any person or entity purchasing or otherwise acquiring any interest in our shares of capital stock shall be deemed to have notice of and
consented to this exclusive forum provision, but will not be deemed to have waived our compliance with the federal securities laws and the rules
and regulations thereunder.
We have not paid dividends in the past and do not expect to pay dividends in the future, and, as a result, any return on investment
may be limited to the value of our stock.
We have never paid cash dividends and do not anticipate paying cash dividends in the foreseeable future. The payment of dividends will
depend on our earnings, capital requirements, financial condition, prospects for future earnings and other factors our board of directors may
deem relevant. In addition, our loan agreement limits our ability to, among other things, pay dividends or make other distributions or payments
on account of our common stock, in each case subject to certain exceptions. If we do not pay dividends, our stock may be less valuable
because a return on your investment will only occur if our stock price appreciates and you then sell our common stock.
If we are unable to maintain effective internal control over financial reporting, investors may lose confidence in the accuracy and
completeness of our reported financial information and the market price of our common stock may be negatively affected.
As a public company, we are required to maintain internal control over financial reporting and to report any material weaknesses in such
internal control. We are required, pursuant to Section 404, to evaluate and determine the effectiveness of our internal control over financial
reporting and provide a management report on the internal control over financial reporting. This assessment will include disclosure of any
material weaknesses identified by our management in our internal control over financial reporting. We are also required to comply with, among
other requirements, the auditor attestation requirements of Section 404. If we have a material weakness, we would receive an adverse opinion
regarding our internal control over financial reporting from our independent registered accounting firm.
If we have a material weaknesses in our internal control over financial reporting in the future, we may not detect errors on a timely basis and
our financial statements may be materially misstated. Our compliance with Section 404 requires that we incur substantial accounting expense
and expend significant management efforts. We engage outside consultants who function in the capacity of an internal audit group, and we will
need to continue to hire additional accounting and financial staff with appropriate public company experience and technical accounting
knowledge as we continue to compile the system and process documentation necessary to perform the evaluation needed to comply with
Section 404.
78
Table of Contents
During our evaluation of our internal control, if we identify any material weaknesses in our internal control over financial reporting in the
future, we will be unable to assert that our internal control over financial reporting is effective. We cannot assure you that there will not be
material weaknesses or significant deficiencies in our internal control over financial reporting in the future. Any failure to maintain internal control
over financial reporting could severely inhibit our ability to accurately report our financial condition or results of operations. If we have a material
weakness or significant deficiency in our internal control over financial reporting in the future, we could lose investor confidence in the accuracy
and completeness of our financial reports, the market price of our ordinary shares could decline, and we could be subject to sanctions or
investigations by Nasdaq, the SEC or other regulatory authorities, which could require additional financial and management resources and
could result in fines, trading suspensions or other remedies. Failure to remedy any material weakness in our internal control over financial
reporting, or to maintain other effective control systems required of public companies, could also restrict our future access to the capital
markets.
79
Table of Contents
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
We currently lease approximately 31,000 square feet for our corporate headquarters and manufacturing facility located in Sunnyvale,
California under a lease agreement which terminates in 2024. We have an additional option to extend the lease term for a period of five years.
The option must be exercised no more than 12 months and no less than nine months prior to the expiration of the applicable term. Our
operations are growing at a pace that may require us to find a replacement or expansion facility sooner. We believe that additional space can be
obtained on commercially reasonable terms as needed.
Item 3. Legal Proceedings
We are not currently a party to any material legal proceedings. From time to time we may become involved in legal proceedings or
investigations, which could have an adverse impact on our reputation, business and financial condition and divert the attention of our
management from the operation of our business.
Item 4. Mine Safety Disclosures
Not applicable.
80
Table of Contents
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Price Range of Common Stock
Our common stock began trading on the NASDAQ Global Select Market under the symbol “SILK” on April 4, 2019. Prior to that time, there
was no public market for our common stock. In our initial public offering, our common stock priced at $20.00 per share on April 3, 2019. The
following table sets forth on a per share basis, for the periods indicated, the low and high sale prices of our common stock as reported by the
NASDAQ Global Select Market.
Year Ended December 31, 2019
Second Quarter (beginning April 4, 2019)
Third Quarter
Fourth Quarter
Year Ended December 31, 2020
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Holders of Record
High
Low
51.50 $
49.89 $
40.79 $
High
Low
48.44 $
44.50 $
72.19 $
75.80 $
30.87
31.22
27.83
20.84
27.00
41.93
54.50
$
$
$
$
$
$
$
At February 26, 2021, there were approximately 72 stockholders of record of our common stock, and the closing price per share of our
common stock was $54.77. Since many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we
are unable to estimate the total number of stockholders represented by these record holders.
Dividends
We have never declared or paid, and do not anticipate declaring or paying, any cash dividends on any of our capital stock. We do not
anticipate paying any dividends in the foreseeable future, and we currently intend to retain all available funds and any future earnings for use in
the operation of our business, to finance the growth and development of our business and for future repayment of debt. Future determinations
as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then-existing
conditions, including our operating results, financial condition, contractual restrictions, capital requirements, business prospects and other
factors our board of directors may deem relevant. In addition, our term loan agreement limits our ability to pay dividends or make other
distributions or payments on account of our common stock, in each case subject to certain exceptions.
Securities Authorized for Issuance under Equity Compensation Plans
The information required by this Item 5 regarding equity compensation plans is incorporated by reference from the information under the
captions “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management” that will be
contained in the Proxy Statement.
Stock Performance Graph
The following graph illustrates a comparison of the total cumulative stockholder return on our stock with the total return for (i) the NASDAQ
Composite Index (U.S.) and (ii) the NASDAQ Medical Equipment Index for the period from April 4, 2019 (the first day of trading of our common
stock), through December
81
Table of Contents
31, 2020. The graph assumes an investment of $100 in our common stock at market close on April 4, 2019 and the reinvestment of dividends, if
any. The comparisons in the table are not intended to forecast or be indicative of possible future performance of our common stock. This graph
shall not be deemed “soliciting material” or be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the
liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as
amended (the "Securities Act"), whether made before or after the date hereof and irrespective of any general incorporation language in any
such filing.
$100 investment in stock or index
Apr. 4, 2019
Jun. 30, 2019
Sep. 30, 2019
Dec. 31, 2019
Mar. 31, 2020
Jun. 30, 2020
Sep. 30, 2020
Dec. 31, 2020
Silk Road Medical, Inc. (SILK)
NASDAQ Composite
NASDAQ Medical Equipment
$
$
$
100 $
100 $
100 $
134 $
102 $
100 $
90 $
102 $
94 $
112 $
115 $
108 $
87 $
99 $
92 $
116 $
129 $
120 $
186 $
144 $
136 $
174
166
158
Recent Sales of Unregistered Securities
None.
Use of Proceeds
Our initial public offering of 6,000,000 shares of common stock was effected through a registration statement on Form S-1 (File No. 333-
230045), which was declared effective on April 3, 2019 and pursuant to which we sold an aggregate 6,000,000 shares of our common stock at
a public offering price of $20.00 per share for an aggregate offering price of $120.0 million. On April 4, 2019, the underwriters fully exercised
their option to purchase 900,000 additional shares of common stock from the selling stockholders pursuant to the underwriting agreement.
When our initial public offering closed on April 8, 2019, we received net proceeds of $109.1 million, after deducting underwriting discounts and
commissions of $8.4 million and other expenses of $2.5 million. No payments for such expenses were
82
Table of Contents
made directly or indirectly to any of our officers or directors or persons holding 10 percent or more of our securities.
J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as representatives of the underwriters for the
offering. There has been no material change in the planned use of proceeds from our initial public offering as described in our final prospectus
filed with the SEC on April 4, 2019 pursuant to Rule 424(b) of the Securities Act.
In May 2020, we completed an underwritten public offering of 6,808,154 shares of common stock through a registration statement on Form
S-3/ASR (File No. 333-238007), which was automatically effective upon filing on May 5, 2020. Pursuant to this registration statement we sold an
aggregate 1,923,076 shares of our common stock at a public offering price of $39.00 per share for an aggregate offering price of $75.0 million,
and certain selling stockholders sold an additional 4,885,078 shares of common stock. We received cash proceeds of approximately $70.5
million, net of underwriting discounts and commissions of approximately $3.8 million and offering costs of approximately $0.7 million. On May
20, 2020, the underwriters fully exercised their option to purchase 1,021,223 additional shares of common stock from the selling stockholders
pursuant to the underwriting agreement. We did not receive any of the proceeds from the sale of the shares of common stock by the selling
stockholders.
J.P. Morgan Securities LLC and BofA Securities, Inc. acted as representatives of the underwriters for the offering. There has been no
material change in the planned use of proceeds from the public offering as described in our final prospectus supplement filed with the SEC on
May 7, 2020 pursuant to Rule 424(b) of the Securities Act.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
Item 6. Selected Financial Data
We derived the selected statements of operations data for the years ended December 31, 2020, 2019 and 2018 and the balance sheets
data as of December 31, 2020 and 2019 from our audited financial statements appearing elsewhere in this Annual Report on Form 10-K. The
balance sheet data as of December 31, 2018 is derived from our audited financial statements which is not included herein. You should read this
data together with our audited financial statements and related notes thereto included elsewhere in this and the information under the caption
“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The selected financial data included in this section
are not intended to replace the audited financial statements and related notes thereto included elsewhere in this Annual Report on Form 10-K.
Our historical results are not necessarily indicative of our future results.
83
Table of Contents
Statements of Operations Data:
(in thousands, except share and per share data)
Revenue
Cost of goods sold
Gross profit
Operating expenses:
Research and development
Selling, general and administrative
Total operating expenses
Loss from operations
Interest income (expense), net
Other income (expense), net
Net loss
Net loss attributable to non-controlling interest
Net loss attributable to Silk Road Medical, Inc. common stockholders
Net loss per share attributable to Silk Road Medical, Inc. common
stockholders, basic and diluted
Weighted average common shares used to compute net loss per share
attributable to Silk Road Medical, Inc. common stockholders, basic and
diluted
Balance Sheets Data:
(in thousands)
Cash and cash equivalents
Short-term investments
Working capital
Total assets
Long-term debt
Accumulated deficit
Total stockholders’ equity (deficit)
84
$
$
$
$
Years Ended December 31,
2020
2019
2018
75,227 $
21,291
53,936
21,271
75,524
96,795
(42,859)
(3,307)
(1,199)
(47,365)
—
(47,365) $
63,354 $
15,927
47,427
12,272
63,220
75,492
(28,065)
(3,296)
(21,054)
(52,415)
—
(52,415) $
34,557
10,874
23,683
10,258
34,820
45,078
(21,395)
(4,172)
(12,063)
(37,630)
1
(37,629)
(1.44) $
(2.28) $
(39.16)
32,965,539
22,956,679
960,882
2020
As of December 31,
2019
2018
69,466 $
78,016
153,773
179,314
48,533
(238,891)
107,500
39,181 $
51,508
95,558
137,402
44,879
(191,526)
71,891
24,990
—
27,824
42,743
44,201
(139,111)
(134,553)
Table of Contents
Item 7. Management’s Discussion And Analysis
Of Financial Condition And Results Of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with the section entitled
“Selected financial data” and our audited financial statements and related notes thereto included elsewhere in this Annual Report on Form 10-K.
This discussion and other parts of this Annual Report on Form 10-K contain forward-looking statements that involve risks and uncertainties,
such as statements of our plans, objectives, expectations and intentions, that are based on the beliefs of our management, as well as
assumptions made by, and information currently available to, our management. Our actual results could differ materially from those discussed in
these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in
the section of this Annual Report on Form 10-K entitled “Risk Factors.”
Overview
We are a medical device company focused on reducing the risk of stroke and its devastating impact. We believe a key to stroke prevention
is minimally-invasive and technologically advanced intervention to safely and effectively treat carotid artery disease, one of the leading causes
of stroke. We have pioneered a new approach for the treatment of carotid artery disease called transcarotid artery revascularization, or TCAR,
which we seek to establish as the standard of care. We manufacture and sell in the United States our portfolio of TCAR products, which are
designed to provide direct access to the carotid artery, effective reduction in stroke risk throughout the procedure, and long-term restraint of
carotid plaque.
We began commercializing our products in the United States in late 2015. Our products are currently the only devices cleared and
approved by the FDA specifically for transcarotid use. While our current commercial focus is on the U.S. market, our products have obtained CE
Mark approval, allowing us to commercialize in Europe in the future. We are also pursuing regulatory clearances in select international markets.
TCAR is reimbursed based on established current procedural technology, or CPT, codes and International Classification of Diseases, or ICD-10,
codes related to carotid stenting that track to Medicare Severity Diagnosis Related Group, or MS-DRG, classifications.
We designed our commercial strategy and built our direct sales force with a particular focus on vascular surgery practices. Vascular
surgeons are skilled in endovascular procedures, and our sales and marketing efforts are focused on driving adoption and supporting their
practice development by offering them an innovative, safe, effective and minimally-invasive alternative for treating carotid artery disease. We
also market to other specialists with experience in CEA or CAS with the appropriate skill set for TCAR, including neurosurgeons, cardiothoracic
surgeons and non-surgical interventionalists in radiology, neuroradiology and cardiology. We also work on developing strong relationships with
physicians and hospitals that we have identified as key opinion leaders. We consider the hospitals and medical centers where the procedure is
performed to be our customers, as they typically are responsible for purchasing our products.
We manufacture and distribute the ENROUTE NPS at our facility in Sunnyvale, California, using components and sub-assemblies
manufactured both in-house and by third party manufacturers and suppliers. We purchase our other products from third-party contract
manufacturers, including our ENROUTE stent. Many of these third-party manufacturers and outside vendors are currently single-source
suppliers. While we expect that our existing manufacturing facility will be sufficient to meet our anticipated growth through at least the next three
years, we supplement our distribution operations with a third-party logistics and warehousing service and are considering additional leased
facilities.
In April 2019, we completed our initial public offering by issuing 6,000,000 shares of common stock, at a public offering price of $20.00 per
share, for net proceeds of approximately $109.1 million after deducting underwriting discounts and commissions and expenses. In August 2019,
we completed a secondary public offering of 4,200,000 shares of common stock by selling stockholders, and the exercise
85
Table of Contents
in full of the underwriters' option to purchase 630,000 additional shares of common stock from selling stockholders, at a public offering price of
$39.50 per share. We received no proceeds from the sale of our common stock by the selling stockholders.
Prior to our initial public offering in April 2019, our primary sources of capital were private placements of convertible preferred stock, debt
financing arrangements and revenue from sales of our products. As of December 31, 2020, we had cash and cash equivalents of $69.5 million,
short term investments of $78.0 million, long-term debt of $48.5 million and an accumulated deficit of $238.9 million.
In May 2020, we completed an underwritten public offering of 6,808,154 shares of our common stock, of which we offered 1,923,076 shares
for sale and the remaining 4,885,078 shares were offered for sale by certain selling stockholders, at a public offering price of $39.00 per share.
From the public offering, we received cash proceeds of approximately $70.5 million, net of underwriting discounts and commissions and offering
costs which were paid by us. Also, in May 2020, the underwriters fully exercised their option to purchase 1,021,223 additional shares of
common stock from the selling stockholders. We did not receive any of the proceeds from the sale of the shares of common stock by the selling
stockholders.
COVID-19 Pandemic
We are subject to risks related to public health crises such as the global pandemic associated with COVID-19. In December 2019, a novel
strain of coronavirus, SARS-CoV-2, was reported to have surfaced in Wuhan, China. Since then, SARS-CoV-2, and the resulting disease
COVID-19, has spread to most countries, and all 50 states within the United States. The COVID-19 outbreak has negatively impacted, and may
continue to negatively impact our operations and revenue and overall financial condition by significantly decreasing the number of TCAR
procedures performed. The pandemic has also reduced our expectations for the growth rate in the number of TCAR procedures to be
performed in the future. The number of TCAR procedures performed, similar to other surgical procedures, has significantly decreased as many
health care organizations globally have prioritized the treatment of patients with COVID-19. For example, in the United States, governmental
authorities have recommended, and in certain cases required, that elective, specialty and other procedures and appointments, be suspended,
canceled or deferred to focus limited resources and personnel and hospital capacity toward the treatment of COVID-19 and to avoid exposing
patients to COVID-19. These measures and challenges will likely continue for the duration of the pandemic, which is uncertain, and will
significantly reduce our expected revenue while the pandemic continues. As well, due to presumed fear and anxiety, some patients are not
accessing routine or emergency health care which may impact our expected procedures and revenue.
Numerous state and local jurisdictions have imposed, and others in the future may impose, “shelter-in-place” orders, quarantines, executive
orders and similar government orders and restrictions for their residents to control the spread of COVID-19. Beginning in the first quarter of
2020, the governor of California, where our facilities are located, issued “shelter-in-place” or “stay at home” orders restricting non-essential
activities, travel and business operations for an indefinite period of time, subject to certain exceptions for necessary activities. Such orders or
restrictions have resulted in our facilities periodically closing, work stoppages, slowdowns and delays, travel restrictions and cancellation of
events, among other effects, thereby negatively impacting our operations.
Other disruptions or potential disruptions include restrictions on our personnel to travel and access customers for selling, marketing,
training, case support and product development feedback; delays in approvals by regulatory bodies; delays in product development efforts; and
additional government requirements or other incremental mitigation efforts that may further impact our capacity to manufacture, sell and support
the use of our products.
We expect these challenges to continue to impact our expected number of procedures throughout 2021, but the extent cannot be quantified
at this time. Our procedure volumes were lowest in April, then recovered in May and further in June and throughout the second half of 2020,
although we continue to
86
Table of Contents
experience regional variability and procedure slowdowns due to the resurgence of COVID-19 cases and related restrictions.
Components of our Results of Operations
Revenue
We currently derive all of our revenue from the sale of our portfolio of TCAR products to hospitals and medical centers in the United States.
Each of our products is purchased individually, and the majority of our revenue is derived from sales of the ENROUTE NPS and ENROUTE
stent. No single customer accounted for 10% or more of our revenue during the during the years ended December 31, 2020, 2019 and 2018.
We expect revenue to increase in absolute dollars as we expand our sales territories and trained physician base, add new accounts and as
existing physicians perform more TCAR procedures. However, we anticipate the COVID-19 pandemic will continue to impact revenue in the
short term as some procedures are temporarily deferred due to restrictions on elective surgical procedures.
We expect our revenue to fluctuate from quarter-to-quarter due to a variety of factors, including seasonality. For example, in the first quarter,
our results can be harmed by adverse weather and by resetting of annual patient healthcare insurance plan deductibles, both of which may
cause patients to delay elective procedures. Holiday and summer vacations by physicians and/or their patients can also affect procedure
volumes that in turn affect hospital ordering patterns. We have also seen procedure volumes moderate during major medical conferences when
significant portions of our customer base are attending the conferences.
Cost of Goods Sold and Gross Margin
We manufacture the ENROUTE NPS in California at our facility in Sunnyvale. We purchase our other products from third party
manufacturers. Cost of goods sold consists primarily of costs related to materials, components and sub-assemblies, direct labor, manufacturing
overhead, reserves for excess, obsolete and non-sellable inventories as well as distribution-related expenses. Overhead costs include the cost
of quality assurance, material procurement, inventory control, facilities, equipment and operations supervision and management. Cost of goods
sold also includes depreciation expense for production equipment and certain direct costs such as those incurred for shipping our products and
royalties related to the sale of our ENROUTE stent. We expense all inventory provisions as cost of goods sold. We record adjustments to our
inventory valuation for estimated excess, obsolete and non-sellable inventories based on assumptions about future demand, past usage,
changes to manufacturing processes and overall market conditions. We expect cost of goods sold to increase in absolute dollars to the extent
more of our products are sold.
We calculate gross margin as gross profit divided by revenue. Our gross margin has been and will continue to be affected by a variety of
factors, primarily average selling prices, product sales mix, production and ordering volumes, manufacturing costs, product yields, replacement
of expired product, headcount and cost-reduction strategies. We expect our gross margin to increase over the long-term as our production and
ordering volumes increase and as we spread the fixed portion of our overhead costs over a larger number of units produced, potentially offset
by any investments in additional operational infrastructure. We intend to use our design, engineering and manufacturing know-how and
capabilities to further advance and improve the efficiency of our manufacturing processes, which we believe will reduce costs and have a
positive long-term impact on our gross margin. However, our gross margin could fluctuate from quarter to quarter as we introduce new products,
due to the timing of certain manufacturing engineering projects, as we adopt new manufacturing processes and technologies and as we expand
our distribution operations and infrastructure to support long term growth and risk mitigation. In addition, the COVID-19 pandemic may continue
to negatively impact our gross margin in the near term due to unfavorable production variances as a result of lower production and lower
demand.
87
Table of Contents
Research and Development Expenses
Research and development, or R&D, expenses consist primarily of engineering, product development, clinical studies to develop and
support our products, regulatory expenses, medical affairs, and other costs associated with products and technologies that are in development.
These expenses include employee compensation, including stock-based compensation, supplies, consulting, prototyping, testing, materials,
travel expenses, depreciation and an allocation of facility overhead expenses. Additionally, R&D expenses include costs associated with our
clinical studies, including clinical trial design, clinical trial site initiation and study costs, data management, related travel expenses and the cost
of products used for clinical trials, internal and external costs associated with our regulatory compliance and quality assurance functions and
overhead costs. We expect R&D expenses as a percentage of revenue to vary over time depending on the level and timing of our new product
development efforts, as well as our clinical development, clinical trial and other related activities. We anticipate the COVID-19 pandemic shelter-
in-place policies and restrictions to continue to delay our product development efforts and clinical and regulatory matters throughout 2021.
Selling, General and Administrative Expenses
Selling, general and administrative, or SG&A, expenses consist primarily of compensation for personnel, including stock-based
compensation, related to selling and marketing functions, physician education programs, commercial operations and analytics, reimbursement,
finance, information technology and human resource functions. Other SG&A expenses include sales commissions, training, travel expenses,
promotional activities, marketing initiatives, market research and analysis, conferences and trade shows, professional services fees (including
legal, audit and tax fees), insurance costs, general corporate expenses and allocated facilities-related expenses. We expect SG&A expenses to
continue to increase in absolute dollars as we expand our infrastructure to both drive and support the anticipated growth in revenue and due to
additional legal, accounting, insurance and other expenses associated with being a public company. In addition, we will continue exploring sales
and marketing expansion opportunities in international geographies.
We expect the COVID-19 pandemic to continue to modulate our SG&A expenses over the short term primarily as a result of the reduction in
employee and physician travel, tradeshow and other expenses. Given the continued uncertainties we also undertook preemptive steps to curtail
near-term spending during the second quarter of 2020, including temporarily delaying previously contemplated executive salary increases to the
third quarter, slowing hiring initiatives and reducing non-essential sales, general, and administrative expenses. Some expenses originally
planned for the second and third quarter of 2020, including physician training courses and advertising campaigns, were deferred to later time
periods or canceled outright. The outbreak and persistence of COVID-19 in international markets that we have targeted for our international
expansion may also delay preparation for and launch of such expansion efforts.
Interest Income (Expense), net
Interest income (expense), net consists primarily of cash interest incurred on our outstanding indebtedness and non-cash interest related to
the amortization of debt discount and issuance costs associated with our debt agreements. Our interest expense was partially offset by interest
income earned on our investments. We expect our interest expense to decline due to the decrease in interest rate as a result of the
extinguishment of the debt outstanding under the loan agreement with CRG in October 2020.
Other Income (Expense), net
Other income (expense), net primarily consists of gains and losses resulting from the remeasurement of the fair value of our convertible
preferred stock warrant liability at each balance sheet date. We recorded adjustments to the estimated fair value of the convertible preferred
stock warrants until they were exercised in connection with our initial public offering in April 2019. At such time, the final fair value
88
Table of Contents
of the warrant liability was reclassified to stockholders’ equity and we no longer record any related periodic fair value adjustments.
(in thousands)
Revenue
Costs of goods sold
Gross profit
Operating expenses:
Research and development
Selling, general and administrative
Total operating expenses
Loss from operations
Interest income (expense), net
Loss on debt extinguishment
Other income (expense), net
Net loss
2020
Years Ended December 31,
2019
2018
$
$
75,227 $
21,291
53,936
21,271
75,524
96,795
(42,859)
(3,307)
(1,119)
(80)
(47,365) $
63,354 $
15,927
47,427
12,272
63,220
75,492
(28,065)
(3,296)
—
(21,054)
(52,415) $
34,557
10,874
23,683
10,258
34,820
45,078
(21,395)
(4,172)
—
(12,063)
(37,630)
Comparison of Years Ended December 31, 2020 and 2019
Revenue. Revenue increased $11.9 million, or 19%, to $75.2 million during the year ended December 31, 2020, compared to $63.4 million
during the year ended December 31, 2019. The increase in revenue was attributable to an increase in the number of products sold as we
expanded our sales territories, increased the number of new accounts, trained more physicians in TCAR and as physicians performed more
TCAR procedures. Although revenue increased during the year ended December 31, 2020, as compared with the prior year, the COVID-19
pandemic negatively impacted revenue as some procedures were cancelled or deferred due to restrictions on elective surgical procedures and
some patients did not access routine or emergency health care or return for deferred procedures. Revenue for the year ended December 31,
2020, included the recognition of $1.3 million in deferred revenue in the second quarter due to a decrease in the provision for sales returns. In
the past, we shipped products with shorter than normal shelf life to customers. To the extent those products were not used before expiry, we
established a reserve given the potential we may accept a return and provide an exchange. The decrease in the provision for sales returns was
due to the full expiration of these shorter shelf life products during the second quarter, coupled with the downward trend of our historical returns
experience. Excluding the contribution of the $1.3 million, revenue for the year ended December 31, 2020 increased $10.6 million, or 17%,
compared to the year ended December 31, 2019. We do not anticipate future potential decreases in the sales return provision to materially
impact subsequent quarters.
Cost of Goods Sold and Gross Margin. Cost of goods sold increased $5.4 million, or 34%, to $21.3 million during the year ended
December 31, 2020, compared to $15.9 million during the year ended December 31, 2019. This increase was attributable to the increase in the
number of products sold and also to unfavorable production variances as a result of temporarily idled manufacturing operations and lower than
anticipated demand due to the COVID-19 pandemic. Gross margin for the year ended December 31, 2020 decreased to 72%, compared to
75% in the year ended December 31, 2019. Gross margin decreases were driven by unfavorable production variances as a result of temporarily
idled manufacturing operations, lower than anticipated demand and the timing of certain manufacturing engineering projects, partially offset by
the decrease in our provision for sales returns.
Research and Development Expenses. R&D expenses increased $9.0 million, or 73%, to $21.3 million during the year ended December 31,
2020, compared to $12.3 million during the year ended December 31, 2019. The increase in R&D expenses was primarily attributable to an
increase of $4.8
89
Table of Contents
million in clinical and regulatory expense, $2.4 million in personnel-related expenses including stock-based compensation, an increase of $1.2
million in outside services, an increase of $0.7 million in product development materials and costs, an increase of $0.3 million relating to
depreciation and the allocation of facilities and related expenses and an increase of $0.2 million relating to educational grants, partially offset by
a decrease of $0.5 million in travel expenses and a decrease of $0.1 million in software related expense. The increase in clinical and regulatory
expense was attributable to our continued efforts to obtain label expansion of the ENROUTE stent in standard surgical risk patients.
Selling, General and Administrative Expenses. SG&A expenses increased $12.3 million, or 19%, to $75.5 million during the year ended
December 31, 2020, compared to $63.2 million during the year ended December 31, 2019. The increase in SG&A costs was due to the
continued commercialization of our products and general corporate and other costs associated with operating as a public company for a full
year. During the current period our SG&A expense growth was partially offset by cost control initiatives and the continued slowdown in travel,
tradeshow and other expenses resulting from the COVID-19 pandemic. The increase in SG&A expenses is primarily attributable to an increase
of $14.6 million in payroll and personnel-related expenses, an increase of $1.8 million in consulting, legal and professional fees, an increase of
$1.0 million in insurance costs, an increase of $0.8 million in software related expense and an increase of $0.2 million in costs attributable to the
COVID-19 pandemic, partially offset by a decrease of $3.7 million in physician training and travel related costs and a decrease of $2.4 million in
marketing, tradeshow and promotional costs. Personnel-related expenses included stock-based compensation expense of $5.8 million and
$2.4 million for the years ended December 31, 2020 and 2019, respectively.
Interest Income (Expense), Net. There were no significant changes within other income (expense), net during the year ended December 31,
2020, compared to the year ended December 31, 2019. Decreases in our net interest expense, attributable to the decrease in interest rate as a
result of the extinguishment of the debt outstanding under the loan agreement with CRG in October 2020, were partially offset by decreases in
interest income due to lower interest rates during the year ended December 31, 2020 as compared with the prior period.
Other Income (Expense), Net. Other income (expense), net decreased to an expense of $0.1 million during the year ended December 31,
2020, compared to an expense of $21.1 million during the year ended December 31, 2019. Other income (expense), net for the year ended
December 31, 2019, was primarily attributed to the remeasurement of our convertible preferred stock warrants and recognition of the change in
fair value during the period. We recorded adjustments to the estimated fair value of the convertible preferred stock warrants until they were
exercised in connection with our initial public offering in April 2019.
Comparison of Years Ended December 31, 2019 and 2018
Revenue. Revenue increased $28.8 million, or 83%, to $63.4 million during the year ended December 31, 2019, compared to $34.6 million
during the year ended December 31, 2018. The increase in revenue was attributable to an increase in the number of products sold as we
expanded our sales territories, increased the number of new accounts, trained more physicians in TCAR and as physicians performed more
TCAR procedures.
Cost of Goods Sold and Gross Margin. Cost of goods sold increased $5.0 million, or 46%, to $15.9 million during the year ended
December 31, 2019, compared to $10.9 million during the year ended December 31, 2018. This increase was attributable to the increase in the
number of products sold and additional manufacturing overhead costs as we invested significantly in our operational infrastructure to support
anticipated future growth. Gross margin for the year ended December 31, 2019 increased to 75%, compared to 69% in the year ended
December 31, 2018. Gross margin increased as our production and ordering volumes increased and we were able to spread the fixed portion of
our overhead costs over a larger number of units produced.
90
Table of Contents
Research and Development Expenses. R&D expenses increased $2.0 million, or 20%, to $12.3 million during the year ended December 31,
2019, compared to $10.3 million during the year ended December 31, 2018. The increase in R&D expenses was primarily attributable to an
increase of $1.4 million in personnel-related expenses including stock-based compensation, an increase of $0.3 million in clinical and regulatory
expense, an increase of $0.3 million relating to educational grants, an increase of $0.2 million in product development materials and costs, an
increase of $0.2 million in software related expense, and an increase of $0.1 million in outside services, partially offset by a decrease in travel
and the allocation of facilities expense.
Selling, General and Administrative Expenses. SG&A expenses increased $28.4 million, or 82%, to $63.2 million during the year ended
December 31, 2019, compared to $34.8 million during the year ended December 31, 2018. The increase in SG&A expenses is primarily
attributable to an increase of $17.9 million in personnel-related expenses, an increase of $2.5 million in consulting, legal and professional fees,
an increase of $2.2 million in marketing, tradeshow and promotional costs, an increase of $1.9 million in travel expenses, an increase of $1.3
million in insurance costs, an increase of $1.1 million in physician training and travel related costs, an increase of $0.8 million in software related
expense, and an increase of $0.7 million relating to depreciation and the allocation of facilities and related expenses. Personnel-related
expenses included stock-based compensation expense of $2.4 million and $0.6 million for the years ended December 31, 2019 and 2018,
respectively.
Interest Income (Expense), Net. Interest income (expense), net decreased $0.9 million, or 21%, to an expense of $3.3 million during the
year ended December 31, 2019, compared to an expense of $4.2 million during the year ended December 31, 2018. This decreased expense
was attributable to interest income earned on our investments, partially offset by the additional interest expense associated with the
$15.0 million of additional borrowings in September 2018 under our term loan agreement. As of December 31, 2019 and 2018, the aggregate
outstanding principal balance (including interest paid-in-kind) under the term loan agreement was $44.9 million and $44.2 million, respectively.
Other Income (Expense), Net. Other income (expense), net increased to an expense of $21.1 million during the year ended December 31,
2019, compared to an expense of $12.1 million during the year ended December 31, 2018. The decrease was primarily attributed to the
remeasurement of our convertible preferred stock warrants and recognition of the change in fair value.
Liquidity and Capital Resources
As of December 31, 2020, we had cash and cash equivalents of $69.5 million and investments of $78.0 million, an accumulated deficit of
$238.9 million and $48.5 million outstanding under our Loan Agreement.
On October 29, 2020, we entered into a Loan and Security Agreement, or Loan Agreement, with Stifel Bank which provides for a $50.0
million loan facility, comprised of a $50.0 million secured revolving credit facility, with a $2.0 million subfacility for the issuance of letters of credit
and other ancillary banking services, and a $50.0 million secured term loan facility, provided that amounts outstanding under both facilities may
not exceed an aggregate principal amount of $50.0 million at any time. Any borrowings under the revolving loan facility mature on October 29,
2022, or October 29, 2023 if as of October 29, 2022, no event of default has occurred and we are in compliance with the terms of the Loan
Agreement. Borrowings under the term loan facility mature on October 29, 2024. Also on October 29, 2020, we drew down $49.0 million under
the term loan facility and used the majority of the proceeds to pay off and terminate our prior loan agreement with CRG.
In April 2019, we completed our initial public offering by issuing 6,000,000 shares of common stock, at a public offering price of $20.00 per
share, for net proceeds of approximately $109.1 million after deducting underwriting discounts and commissions and expenses. In August 2019,
we completed a secondary public offering of 4,200,000 shares of common stock by selling stockholders, and the exercise in full of the
underwriters' option to purchase 630,000 additional shares of common stock from selling
91
Table of Contents
stockholders, at a public offering price of $39.50 per share. We received no proceeds from the sale of the common stock by the selling
stockholders.
In May 2020, we completed an underwritten public offering of 6,808,154 shares of our common stock, of which we offered 1,923,076 shares
for sale and the remaining 4,885,078 shares were offered for sale by certain selling stockholders, at a public offering price of $39.00 per share.
From the public offering, we received cash proceeds of approximately $70.5 million, net of underwriting discounts and commissions and offering
costs which were paid by us. Also, in May 2020, the underwriters fully exercised their option to purchase 1,021,223 additional shares of
common stock from the selling stockholders. We did not receive any of the proceeds from the sale of the shares of common stock by the selling
stockholders.
Prior to our initial public offering, our primary sources of capital were private placements of convertible preferred stock, debt financing
agreements and revenue from the sale of our products.
In the first quarter of 2021, we announced the voluntary recall of certain lots of our ENROUTE Transcarotid Stent System, manufactured by
one of our third-party suppliers, Cordis, a Cardinal Health Company. Our decision to recall these lots was based on complaints we received
about tips detaching from the stent delivery system as well as internal testing that we conducted. We believe the root cause of the detachment
was a single operator at Cordis, who, over a specific timeframe, produced lots in which a small number of units were not reliably manufactured
to specification. As a result of the voluntary recall we have reflected a current asset of $4.2 million on our balance sheet as of December 31,
2020, relating to the replacement lots and other direct recall costs expected to be received from Cordis. This amount includes $2.2 million of
recalled ENROUTE stent delivery systems held in our inventory as of December 31, 2020, an estimated $1.7 million of ENROUTE stent
delivery systems in the process of being returned from our customers and other direct recall costs of $0.2 million. In addition, we have
established an accrual of $1.7 million relating to our obligation to provide replacement ENROUTE stent delivery systems to our customers as of
December 31, 2020.
We believe that our cash and cash equivalents and available-for-sale investments as of December 31, 2020, together with our expected
revenue, will be sufficient to meet our capital requirements and fund our operations for at least the next 12 months.
Cash Flows
The following table summarizes our cash flows for each of the periods presented below:
(in thousands)
Net cash (used in) provided by:
Operating activities
Investing activities
Financing activities
Net increase (decrease) in cash, cash equivalents and restricted cash
2020
Years Ended December 31,
2019
2018
$
$
(42,068) $
(9,393)
81,746
30,285 $
(29,610) $
(69,956)
113,757
14,191 $
(21,695)
(2,270)
15,424
(8,541)
Net Cash Used in Operating Activities
Net cash used in operating activities for the year ended December 31, 2020 was $42.1 million, consisting primarily of a net loss of $47.4
million and an increase in net operating assets of $5.2 million, partially offset by non-cash charges of $10.5 million. The increase in net
operating assets was primarily due to increases in accounts receivable and inventories to support the growth of our operations and the
repayment of paid in kind interest to CRG, partially offset by increases in accounts payable and accrued liabilities due to timing of payments and
the growth of our operations. The non-cash charges primarily
92
Table of Contents
consisted of stock-based compensation, depreciation and amortization, provision for excess and obsolete inventories, amortization of premiums
on investments, non-cash interest expense and loss on debt extinguishment related to our term loan agreement with CRG.
Net cash used in operating activities for the year ended December 31, 2019 was $29.6 million, consisting primarily of a net loss of
$52.4 million and a decrease in net operating assets of $3.0 million, partially offset by non-cash charges of $25.8 million. The decrease in net
operating assets was primarily due to an increase in accounts receivable, inventories and prepaid expenses and other current assets to support
the growth of our operations, partially offset by increases in accounts payable and accrued liabilities, due to timing of payments and growth of
our operations. The non-cash charges primarily consisted of depreciation, stock-based compensation, non-cash interest expense and other
charges related to our term loan agreement, accretion of discounts on investments, and an increase in the fair value of the convertible preferred
stock warrants.
Net cash used in operating activities for the year ended December 31, 2018 was $21.7 million, consisting primarily of a net loss of
$37.6 million partially offset by an increase in net operating assets of $0.9 million and non-cash charges of $15.0 million. The increase in net
operating assets was primarily due to an increase in accounts receivable, inventories and prepaid expenses and other current assets to support
the growth of our operations, partially offset by increases in accrued and other liabilities, due to timing of payments and growth of our
operations. The non-cash charges primarily consisted of depreciation, stock-based compensation, non-cash interest expense and other
charges related to our term loan agreement, and an increase in the fair value of the convertible preferred stock warrants.
Net Cash Used in Investing Activities
Net cash used in investing activities in the year ended December 31, 2020 was $9.4 million. Cash used in investing reflected purchases of
purchases of property and equipment of $0.8 million and net purchases of investments of $8.6 million.
Net cash used in investing activities in the year ended December 31, 2019 was $70.0 million consisting of purchases of available-for-sale
investments of $69.4 million and purchases of property and equipment of $535,000.
Net cash used in investing activities in the year ended December 31, 2018 was $2.3 million primarily consisting of purchases of property
and equipment.
Net Cash Provided by Financing Activities
Net cash provided by financing activities in the year ended December 31, 2020 was $81.7 million, consisting of proceeds of $70.6 million
from our public offering in May 2020, net of issuance costs paid, proceeds from the issuance of debt of $48.5 million, net of issuance costs paid,
and proceeds of $5.2 million from stock option exercises and purchases under our employee stock purchase plan, partially offset by repayment
of debt of $40.0 million and $2.5 million in premiums paid on loss on extinguishment of debt.
Net cash provided by financing activities in the year ended December 31, 2019 was $113.8 million, primarily attributable to proceeds of
$109.4 million from our initial public offering, net of issuance costs paid, proceeds of $2.6 million from stock option exercises and purchases
under our employee stock purchase plan and warrant exercises of $1.8 million.
Net cash provided by financing activities in the year ended December 31, 2018 was $15.4 million primarily attributable to proceeds of $15.0
million from additional borrowings under the term loan agreement, and $0.7 million of proceeds from the exercise of stock options, partially
offset by cash paid for deferred initial public offering costs of $0.2 million.
Term Loan Agreement
93
Table of Contents
As of December 31, 2020, our principal obligations consist of the operating lease for our facility, our Loan Agreement with Stifel Bank and
non-cancellable inventory purchase commitments. The non-cancellable purchase commitments primarily consist of ENROUTE stents and other
inventory components.
On October 29, 2020, we drew down $49.0 million under the term loan facility with Stifel Bank using the majority of the proceeds to pay off
outstanding amounts under our loan agreement with CRG and to terminate the CRG loan agreement. The principal amount of outstanding term
loans under the Loan Agreement with Stifel Bank shall be repaid in equal monthly installments beginning on May 29, 2022, or November 29,
2022 if we achieve revenue for the year ending December 31, 2021 of at least 80% of our board-approved financial projections for such fiscal
year. The term loan may not be reborrowed once repaid, but we may prepay the term loan at any time without premium or penalty. We are also
obligated to pay a fee to the lender upon the occurrence of certain liquidity events, along with other customary fees for a loan facility of this size
and type.
Our obligations under the Loan Agreement are secured by substantially all of our assets. The Loan Agreement requires that we maintain
unrestricted cash and cash equivalents with Stifel Bank or at Stifel Bank Affiliates of at least $20.0 million. In addition, for any fiscal quarter
where our unrestricted cash and cash equivalents maintained with Stifel Bank or at Stifel Bank Affiliates are less than $60.0 million for any day
during such fiscal quarter, we must comply with a minimum revenue covenant. Additionally, the Loan Agreement contains customary affirmative
and negative covenants, including covenants limiting our ability and the ability of our subsidiaries to, among other things, dispose of assets,
effect certain mergers, incur debt, grant liens, pay dividends and distributions on capital stock, make investments and acquisitions, and enter
into transactions with affiliates, in each case subject to customary exceptions for a loan facility of this size and type.
The events of default under the Loan Agreement include, among others, payment defaults, material misrepresentations, breaches of
covenants, cross defaults with certain other material indebtedness, bankruptcy and insolvency events, and judgment defaults. The occurrence
of an event of default could result in the acceleration of our obligations under the Loan Agreement, the termination of the lender’s commitments,
a 5% increase in the applicable rate of interest and the exercise by the lender of other rights and remedies provided for under the Loan
Agreement.
As of December 31, 2020, the aggregate outstanding principal balance under the Loan Agreement was $49.0 million. As of the date of this
Annual Report on Form 10-K, we were in compliance with all covenants under the term loan agreement.
Cordis License Agreement
In December 2010, we entered into a license agreement, or the Cordis License Agreement, with Cordis Corporation, or Cordis, which is
now a subsidiary of Cardinal Health. Pursuant to the Cordis License Agreement, Cordis has granted us a worldwide, non-exclusive, royalty-
bearing license to certain of its intellectual property related to the PRECISE carotid stent, or the Licensed IP, for transcervical treatment of
carotid artery disease with an intravascular stent for certain applications for accessing blood vessels through the neck and cervical area. Cordis
may not license the Licensed IP in our licensed field of use to any other third party during the term of the Cordis License Agreement.
We have paid Cordis a one-time license execution fee and are obligated to pay royalties to Cordis on a calendar quarter basis during the
term of the Cordis License Agreement, calculated based on net sales of the licensed products we sell during the preceding quarterly period.
The license granted under Cordis License Agreement shall remain in full force and effect on a country by country basis until the last to expire of
the Licensed IP in such country.
The Cordis License Agreement requires us to work exclusively with either Cordis or Confluent Medical Technologies, Inc. (f/k/a Nitinol
Devices and Components, Inc.), or Confluent, for the development, manufacture and supply of the licensed products. If either Cordis or
Confluent cannot continue to
94
Table of Contents
manufacture or supply the licensed products, we can seek a third party manufacturer with the prior written consent of Cordis.
We have the right to assign or transfer the Cordis License Agreement to an entity that succeeds all or substantially all of our equity or
assets. The Cordis License Agreement may be terminated by either party in the event of uncured material breach by the other party that
remains uncured for 60 days (or 30 days for payment related breaches), or bankruptcy of the other party.
Cordis Supply Agreement
In October 2011, we entered into a supply agreement, or Cordis Supply Agreement, with Cordis and have since entered into four
amendments in March and July 2012, April 2013 and April 2018. Pursuant to the Cordis Supply Agreement, Cordis has assisted in the
development of a transcarotid stent delivery system according to our specifications with a PRECISE carotid stent implant, or ENROUTE stent,
has supplied the ENROUTE stent through preclinical and clinical trials, and continues to supply the ENROUTE stent for our commercial sale.
The Cordis Supply Agreement will continue in full force and effect until the earlier to occur of (i) termination of the Cordis License Agreement; (ii)
our election if and when Cordis approves another manufacturer; (iii) mutual written termination; or (iv) termination pursuant to the terms therein.
The Cordis Supply Agreement may be terminated by either party in the event of uncured material breach by the other party that remains
uncured for 30 days, or bankruptcy of the other party.
We are obligated under the Cordis Supply Agreement to purchase a minimum volume of the ENROUTE stent annually. This obligation is
binding until the natural expiration of the Cordis License Agreement, due to expiration of the last-to-expire of the Licensed IP, if the Cordis
License Agreement remains in effect through such natural expiration.
Cordis has the exclusive right to manufacture and supply the ENROUTE stent during the term of the Cordis Supply Agreement. However, if
Cordis is not able to supply the ENROUTE stent, upon our election, Cordis shall permit Confluent or a third party manufacturer to provide
supply of the ENROUTE stent, provided that Cordis retains the right to manufacture and supply the ENROUTE stent to us to the extent it is able
to do so. Notwithstanding the foregoing, we, without Cordis’ consent, may work directly with Confluent for the development and supply of next-
generation products that materially expand or change the specification of the ENROUTE stent.
Lease Agreements
We currently lease our headquarters in Sunnyvale, California pursuant to a lease agreement which terminates in October 2024. We have
an additional option to extend the lease term for a period of five years. The option must be exercised no more than 12 months and no less than
nine months prior to the expiration of the applicable term. The facility lease is for approximately 31,000 square feet.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements, such as structured finance, special purpose entities, or variable interest entities.
95
Table of Contents
Contractual Obligations and Commitments
Our principal obligations consist of the operating lease for our facility, our Loan Agreement and non-cancellable inventory purchase
commitments. The following table sets out, as of December 31, 2020, our contractual obligations due by period:
(in thousands)
Operating lease obligations
Loan agreement with Stifel Bank
Non-cancellable purchase commitments
Other long-term obligations
Less Than 1 Year
$
Payments Due by Period
1-3 Years
3-5 Years
Total
2,223 $
35,523
2,060
601
40,407 $
904 $
17,371
—
8
18,283 $
4,193
55,254
6,601
642
66,690
1,066 $
2,360
4,541
33
8,000 $
$
The non-cancellable purchase commitments primarily consist of ENROUTE stents and other inventory components.
Critical Accounting Policies and Estimates
Management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have
been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to
make estimates and assumptions for the reported amounts of assets, liabilities, revenue, expenses and related disclosures. Our estimates are
based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates under different assumptions or conditions and any such differences may be material.
While our significant accounting policies are more fully described in Note 2 of our audited financial statements included in this Annual
Report on Form 10-K, we believe the following discussion addresses our most critical accounting policies, which are those that are most
important to our financial condition and results of operations and require our most difficult, subjective and complex judgments.
Revenue Recognition
We adopted Accounting Standards Codification, or ASC, Topic 606, “Revenue from Contracts with Customers,” using the modified
retrospective method applied to contracts which were not completed as of that date effective January 1, 2018. Under ASC 606, revenue is
recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity
expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are
within the scope of ASC 606, we perform the following five steps:
(i)
identify the contract(s) with a customer;
(ii)
identify the performance obligations in the contract;
(iii) determine the transaction price;
(iv) allocate the transaction price to the performance obligations in the contract; and
(v) recognize revenue when (or as) the entity satisfies a performance obligation.
96
Table of Contents
Our revenue is generated from the sale of our products to hospitals and medical centers in the United States through direct sales
representatives. Revenue is recognized when obligations under the terms of a contract with customers are satisfied, which occurs with the
transfer of control of our products to customers, either upon shipment of the product or delivery of the product to the customer under our
standard terms and conditions. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring the
goods.
For sales where the sales representative hand delivers product directly to the hospital or medical center from the sales representative’s
trunk stock inventory, we recognize revenue upon delivery, which represents the point in time when control transfers to the customer. For sales
which are sent directly to hospitals and medical centers, the transfer of control occurs at the time of shipment or delivery of the product. There
are no further performance obligations by us or the sales representative to the customer after delivery under either method of sale.
We accept product returns at our discretion or if the product is defective as manufactured. We establish estimated provisions for returns
based on historical experience and consideration of other factors that we believe could significantly impact our expected returns, which
provisions are classified within accrued liabilities on our balance sheet. We have elected to expense shipping and handling costs as incurred
and include them within cost of goods sold. In those cases where we invoice shipping and handling costs to customers, we will classify the
amounts billed as a component of revenue.
Recently Issued Accounting Pronouncements
See Note 3 to our financial statements included elsewhere in this Annual Report on Form 10-K for new accounting pronouncements not yet
adopted as of the date of this Annual Report on Form 10-K.
97
Table of Contents
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks in the ordinary course of our business. These risks primarily include risk related to interest rate sensitivities
and foreign currency exchange rate sensitivity.
Interest Rate Risk
We had cash, cash equivalents and investments of $147.5 million as of December 31, 2020; which consisted of bank deposits, money
market funds, U.S. government securities, corporate bonds/notes, asset-backed securities and commercial paper. The primary objectives of our
investment activities are the preservation of capital and support of our liquidity requirements. Our investments are exposed to market risk due to
fluctuations in interest rates, which may affect our income and the fair market value of our investments.
We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our
interest rate risk exposure. A hypothetical 10% change in interest rates would not have a material impact on the value of our cash and cash
equivalents or our investments as of December 31, 2020.
Credit Risk
As of December 31, 2020 and 2019, our cash and cash equivalents were maintained with two financial institutions in the United States, and
our current deposits are in excess of insured limits. We have reviewed the financial statements of these institutions and believe each to have
sufficient assets and liquidity to conduct its operations in the ordinary course of business with little or no credit risk to us. Our cash equivalents
and investments are invested in highly rated money market funds, U.S. government securities, corporate bonds/notes, asset-backed securities
and commercial paper.
Our accounts receivable primarily relate to revenue from the sale of our products to hospitals and medical centers in the United States. No
customer represented 10% or more of our accounts receivable as of December 31, 2020 or 2019.
Foreign Currency Risk
Our business is primarily conducted in U.S. dollars. Any transactions that may be conducted in foreign currencies are not expected to have
a material effect on our results of operations, financial position or cash flows.
98
Silk Road Medical, Inc.
Index to Financial Statements
Item 8. Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
Financial Statements:
Balance Sheets as of December 31, 2020 and December 31, 2019
Statements of Operations and Comprehensive Loss for the years ended December 31, 2020, December 31, 2019 and December
31, 2018
Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) for the years ended December 31,
2020, December 31, 2019 and December 31, 2018
Statements of Cash Flows for the years ended December 31, 2020, December 31, 2019 and December 31, 2018
Notes to Financial Statements
Page(s)
100
102
103
104
105
106
99
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Silk Road Medical, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying balance sheets of Silk Road Medical, Inc. (the “Company”) as of December 31, 2020 and 2019, and the
related statements of operations and comprehensive loss, of redeemable convertible preferred stock and stockholders’ equity (deficit), and of
cash flows for each of the three years in the period ended December 31, 2020, including the related notes and financial statement schedule
appearing under Item 15(b) (collectively referred to as the “financial statements”). We also have audited the Company's internal control over
financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of
December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31,
2020 in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained,
in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal
Control - Integrated Framework (2013) issued by the COSO.
Change in Accounting Principle
As discussed in Note 2 to the financial statements, the Company changed the manner in which it accounts for leases in 2019.
Basis for Opinions
The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and
for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control
Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s financial statements and on the
Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and
whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal
control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits
also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a
reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes
100
in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and
procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was
communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the
financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter
below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue recognition
As described in Note 2 to the financial statements, the Company’s revenue is generated from the sale of its products to hospitals and medical
centers in the United States through direct sales representatives. Revenue is recognized when obligations under the terms of a contract with
customers are satisfied, which occurs with the transfer of control of the Company’s products to its customers, either upon shipment of the
product or delivery of the product to the customer under the Company’s standard terms and conditions. The Company’s total revenue was
$75.2 million for the year ended December 31, 2020. Revenue is measured as the amount of consideration the Company expects to receive in
exchange for transferring the goods.
The principal considerations for our determination that performing procedures relating to revenue recognition is a critical audit matter are the
significant audit effort in performing procedures and evaluating audit evidence related to the accuracy and occurrence of revenue transactions.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the
financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process, including
controls over the accuracy and occurrence of revenue transactions. These procedures also included, among others, evaluating, on a test basis,
the accuracy and occurrence of transactions recognized as revenue by obtaining and inspecting invoices, customer purchase orders, customer
master supply agreements, shipping documents and cash receipts from customers, where applicable.
/s/ PricewaterhouseCoopers LLP
San Jose, California
March 1, 2021
We have served as the Company’s auditor since 2013.
101
Silk Road Medical, Inc.
Balance Sheets
(in thousands, except share and per share data)
Assets
Current assets:
Cash and cash equivalents
Short-term investments
Accounts receivable, net of allowances of $13 and $45 at December 31, 2020 and 2019, respectively
Inventories
Prepaid expenses and other current assets
Total current assets
Long-term investments
Property and equipment, net
Restricted cash
Other non-current assets
Total assets
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable
Accrued liabilities
Total current liabilities
Long-term debt
Other liabilities
Total liabilities
Commitments and contingencies (Note 7)
Stockholders’ equity):
Preferred stock, $0.001 par value
Shares authorized: 5,000,000 at December 31, 2020 and 2019
Shares issued and outstanding: None at December 31, 2020 and 2019
Common stock, $0.001 par value
Shares authorized: 100,000,000 at December 31, 2020 and 2019
Shares issued and outstanding: 34,249,649 and 31,255,267 at December 31, 2020 and 2019, respectively
Additional paid-in capital
Accumulated other comprehensive income
Accumulated deficit
Total stockholders’ equity
Total liabilities and stockholders’ equity
December 31,
2020
2019
69,466 $
78,016
9,070
9,989
6,787
173,328
—
2,844
310
2,832
179,314 $
2,598 $
16,957
19,555
48,533
3,726
71,814
39,181
51,508
8,601
10,322
2,878
112,490
18,224
2,734
310
3,644
137,402
1,898
15,034
16,932
44,879
3,700
65,511
—
—
34
346,318
39
(238,891)
107,500
179,314 $
31
263,384
2
(191,526)
71,891
137,402
$
$
$
$
The accompanying notes are an integral part of these financial statements.
102
Silk Road Medical, Inc.
Statements of Operations and Comprehensive Loss
(in thousands, except share and per share data)
2020
Year Ended December 31,
2019
2018
Revenue
Cost of goods sold
Gross profit
Operating expenses:
Research and development
Selling, general and administrative
Total operating expenses
Loss from operations
Interest income
Interest expense
Loss on debt extinguishment
Other income (expense), net
Net loss
Net loss attributable to non-controlling interest
Net loss attributable to Silk Road Medical, Inc. common stockholders
Other comprehensive loss:
Unrealized gain on investments, net
Net change in other comprehensive loss
Net loss and comprehensive loss attributable to Silk Road Medical, Inc.
common stockholders
Net loss per share attributable to Silk Road Medical, Inc. common stockholders,
basic and diluted
Weighted average common shares used to compute net loss per share
attributable to Silk Road Medical, Inc. common stockholders, basic and diluted
$
$
$
75,227 $
21,291
53,936
63,354 $
15,927
47,427
21,271
75,524
96,795
(42,859)
1,104
(4,411)
(1,119)
(80)
(47,365)
—
(47,365)
37
37
12,272
63,220
75,492
(28,065)
1,656
(4,952)
—
(21,054)
(52,415)
—
(52,415)
2
2
34,557
10,874
23,683
10,258
34,820
45,078
(21,395)
189
(4,361)
—
(12,063)
(37,630)
1
(37,629)
—
—
(47,328) $
(52,413) $
(37,629)
(1.44) $
(2.28) $
(39.16)
32,965,539
22,956,679
960,882
The accompanying notes are an integral part of these financial statements.
103
Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)
Silk Road Medical, Inc.
(in thousands, except share data)
Redeemable Convertible
Preferred Stock
Common Stock
Shares
Amount
Shares
Amount
Additional
Paid-in
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Income
Non-
controlling
Interest
Total
21,233,190 $ 105,235
—
—
—
663,270 $
438,578
—
—
1 $
—
—
—
2,977 $
656
911
—
—
—
—
—
—
—
—
21,233,190
292,361
—
Balances at December 31, 2017
Exercise of stock options
Stock-based compensation
NeuroCo common stock issuance
Issuance of common stock in connection with NeuroCo
merger
Cumulative effect of change in accounting principle - ASC
606 adoption
Cumulative effect of change in accounting treatment -
ASU 2016-09
Net loss and comprehensive loss
Balances at December 31, 2018
Exercise of Series C preferred stock warrants
Exercise of common stock warrants
Issuance of common stock in connection with IPO, net of
underwriting discount, commissions and offering costs of
—
$10,961
Conversion of preferred stock to common stock upon IPO (23,178,555)
Net exercise of Series C preferred stock warrants upon
IPO
Net exercise of common stock warrants upon IPO
Exercise of stock options
Issuance of common stock under employee stock
purchase plan
Stock-based compensation
Net loss
Unrealized gains on investments, net
Balances at December 31, 2019
Issuance of common stock in connection with public
offering, net of underwriting discount, commissions and
offering costs of $4,457
Exercise of stock options
Issuance of common stock under employee stock
purchase plan
Stock-based compensation
Net loss
Unrealized gains on investments, net
1,653,004
—
—
—
—
—
—
—
—
—
Balances at December 31, 2020
—
—
—
—
— $
—
—
—
—
105,235
1,784
—
33,462
—
—
—
1,135,310
—
3,764
—
(144,140)
6,000,000
23,178,555
37,121
—
—
—
2,204
873,786
—
—
—
—
—
—
—
—
—
—
—
—
61,648
—
—
—
31,255,267
1,923,076
1,018,779
52,527
—
—
—
34,249,649 $
—
—
—
—
1
—
—
6
23
—
—
1
—
—
—
—
31
2
1
—
—
13
—
4,557
—
31
109,113
144,117
—
—
1,541
1,048
2,977
—
—
263,384
70,541
3,486
1,681
7,226
—
—
—
—
—
—
34 $ 346,318 $
(101,556) $
—
—
—
—
87
(13)
(37,629)
(139,111) $
—
—
—
—
—
—
—
—
—
(52,415)
—
(191,526) $
—
—
—
—
(47,365)
—
(238,891) $
—
—
—
—
—
—
—
—
— $—
—
—
—
—
—
—
—
—
—
—
2
2
—
—
—
—
—
37
39
$
— $ (98,578)
656
—
911
—
1
1
—
—
—
(1)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
87
—
(37,630)
(134,553)
—
31
109,119
144,140
—
—
1,542
1,048
2,977
(52,415)
2
71,891
70,543
3,487
1,681
—
7,226
—
(47,365)
—
—
37
— $ 107,500
$
The accompanying notes are an integral part of these financial statements.
104
Silk Road Medical, Inc.
Statements of Cash Flows
(in thousands)
Cash flows from operating activities
Net loss
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense
Stock-based compensation expense
Change in fair value of redeemable convertible preferred stock warrant liability
Amortization of premiums (accretion of discounts) on investments, net
Amortization of debt discount and debt issuance costs
Amortization of right-of-use asset
Non-cash interest expense
Loss on extinguishment of debt
Loss on disposal of property and equipment
Change in provision for doubtful accounts receivable
Provision for excess and obsolete inventories
Changes in assets and liabilities
Accounts receivable
Inventories
Prepaid expenses and other current assets
Other assets
Accounts payable
Accrued liabilities
Other liabilities
Repayment of interest paid in kind
Net cash used in operating activities
Cash flows from investing activities
Purchase of property and equipment
Proceeds from sale of property and equipment
Purchases of investments
Proceeds from maturity of investments
Net cash used in investing activities
Cash flows from financing activities
Proceeds from public offerings, net of underwriting discount, commissions and offering costs paid
Proceeds from long-term debt, net
Proceeds from issuance of common stock
Proceeds from exercise of redeemable convertible preferred stock warrants
Proceeds from exercise of common stock warrants
Principal repayment of long-term debt
Payments of prepayment penalty and lender fees
Non-controlling interest
Net cash provided by financing activities
Net change in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash, beginning of year
Cash, cash equivalents and restricted cash, end of year
Supplemental disclosure of cash flow information
Cash paid for interest
Non-cash investing and financing activities:
Accounts payable and accrued liabilities for purchases of property and equipment
Landlord paid tenant improvements
Unpaid deferred offering costs
Right-of-use asset obtained in exchange for lease obligation
Net exercise of redeemable convertible preferred stock warrants to preferred stock
Conversion of redeemable convertible preferred stock to common stock upon initial public offering
Year Ended December 31,
2020
2019
2018
$
(47,365) $
(52,415) $
(37,630)
789
7,226
—
304
66
602
241
1,119
52
(32)
117
(437)
(2,161)
250
210
592
146
26
(3,813)
(42,068)
(842)
—
(79,906)
71,355
(9,393)
70,568
48,506
5,168
—
—
(40,000)
(2,496)
—
81,746
30,285
39,491
712
2,977
21,030
(309)
46
582
672
—
—
23
118
(2,241)
(4,696)
(1,471)
552
615
4,964
(769)
—
(29,610)
(535)
—
(69,421)
—
(69,956)
109,352
—
2,590
1,784
31
—
—
—
113,757
14,191
25,300
$
$
$
$
$
$
$
$
69,776 $
39,491 $
7,917 $
4,234 $
108 $
— $
25 $
— $
— $
— $
32 $
— $
— $
3,982 $
37,121 $
144,140 $
517
911
11,906
—
68
—
1,555
—
159
(123)
23
(446)
(2,565)
(1,128)
(62)
(309)
5,023
406
—
(21,695)
(2,276)
6
—
—
(2,270)
(233)
15,000
656
—
—
—
—
1
15,424
(8,541)
33,841
25,300
2,738
6
794
717
—
—
—
The accompanying notes are an integral part of these financial statements.
105
Table of Contents
1. Formation and Business of the Company
The Company
Silk Road Medical, Inc. (the “Company”) was incorporated in the state of Delaware on March 21, 2007. The Company has developed a
technologically advanced, minimally-invasive solution for patients with carotid artery disease who are at risk for stroke. The Company’s portfolio
of TCAR products enable a new procedure, referred to as transcarotid artery revascularization, or TCAR, that combines the benefits of
endovascular techniques and surgical principles. The Company manufactures and sells in the United States its portfolio of TCAR products
which are designed to provide direct access to the carotid artery, effective reduction in stroke risk throughout the procedure, and long-term
restraint of carotid plaque. The Company commercialized its products in the United States in 2016.
Liquidity
In the course of its activities, the Company has incurred losses and negative cash flows from operations since its inception. As of December 31,
2020, the Company had an accumulated deficit of $238,891,000. The Company expects to incur losses for the foreseeable future. The
Company believes that its cash and cash equivalents of $69,466,000 and available-for-sale investments of $78,016,000 at December 31, 2020,
as well as its expected revenues will provide sufficient funds to allow the Company to fund its planned current operations for the next twelve
months from the issuance of these financial statements.
Reverse Stock Split
On March 13, 2019, the Company’s Board of Directors approved an amendment to the Company’s amended and restated certificate of
incorporation to effect a 1-for-2.7 reverse stock split of the Company’s common stock and redeemable convertible preferred stock to be
consummated prior to the effectiveness of the Company’s planned initial public offering (“IPO”). The reverse stock split was effected on March
27, 2019. The par values of the common stock and redeemable convertible preferred stock were not adjusted as a result of the reverse stock
split. All the common stock, redeemable convertible preferred stock, stock options and warrants, and related per share amounts in the financial
statements have been retroactively adjusted for all periods presented to give effect to the reverse stock split.
Public Offerings
In April 2019, the Company issued and sold 6,000,000 shares of its common stock in its IPO at a public offering price of $20.00 per share, for
net proceeds of approximately $109,119,000 after deducting underwriting discounts and commissions of approximately $8,400,000 and
expenses of approximately $2,481,000. Upon the closing of the IPO, all shares of redeemable convertible preferred stock then outstanding
converted into shares of common stock and the Company's outstanding warrants to purchase shares of common and redeemable convertible
preferred stock were exercised, or automatically net exercised absent a prior election. The exercises resulted in the reclassification of the fair
value of the related redeemable convertible preferred stock warrant liability to additional paid-in capital.
In August 2019, the Company completed a secondary public offering of 4,200,000 shares of its common stock sold by certain selling
stockholders, and the exercise in full of the underwriters' option to purchase 630,000 additional shares of its common stock from certain selling
stockholders, at a public offering price of $39.50 per share. The Company did not receive any of the proceeds from the sale of the shares of its
common stock from the selling stockholders.
In May 2020, the Company completed an underwritten public offering of 6,808,154 shares of its common stock, of which 1,923,076 shares were
offered for sale by the Company and the remaining 4,885,078 shares were offered for sale by certain selling stockholders, at a public offering
price of $39.00 per share.
106
Table of Contents
The Company received cash proceeds of approximately $70,543,000 after deducting underwriting discounts and commissions of approximately
$3,750,000 and expenses of approximately $707,000. Also, in May 2020, the underwriters fully exercised their option to purchase 1,021,223
additional shares of common stock from the selling stockholders. The Company did not receive any of the proceeds from the sale of the shares
of its common stock by the selling stockholders.
2. Summary of Significant Accounting Policies
Basis of Preparation
The accompanying financial statements have been prepared in accordance with the accounting principles generally accepted in the United
States of America (“U.S. GAAP”).
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
amounts and disclosures reported in the financial statements. Management uses judgment when making estimates related to provisions for
accounts receivable and excess and obsolete inventories, the valuation of deferred tax assets, the reserves for sales returns, stock-based
compensation, and for periods prior to the Company's IPO, the valuation of common stock and redeemable convertible preferred stock
warrants. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under
the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Although these estimates are based on the Company’s knowledge of current events and actions it may
undertake in the future, actual results may ultimately differ from these estimates and assumptions.
Due to the coronavirus (“COVID-19”) pandemic, there has been continued uncertainty and disruption in the global economy and financial
markets. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a
revision of the carrying value of its assets or liabilities as of December 31, 2020. The Company has also considered information available to it
as of the date of issuance of these financial statements and is not aware of any specific events or circumstances that would require an update
to its estimates or judgments, or a revision to the carrying value of its assets or liabilities. These estimates may change as new events occur
and additional information becomes available. Actual results could differ materially from these estimates.
Fair Value of Financial Instruments
The Company has evaluated the estimated fair value of its financial instruments as of December 31, 2020 and 2019. The carrying amounts of
certain of the Company’s financial instruments, which include cash equivalents, short-term investments, long-term investments, restricted cash,
accounts receivable, accounts payable and accrued liabilities approximate their respective fair values because of the short-term nature of these
instruments. Management believes that its long-term debt bears interest at the prevailing market rates for instruments with similar
characteristics (Level 2 within the fair value hierarchy); accordingly, the carrying value of this instrument approximates its fair value. Prior to the
Company's IPO, fair value accounting was applied to the redeemable convertible preferred stock warrant liability.
Cash, Cash Equivalents and Restricted Cash
The Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash
equivalents. Cash equivalents are considered available-for-sale marketable securities and are recorded at fair value, based on quoted market
prices. As of December 31,
107
Table of Contents
2020, the Company’s cash equivalents are comprised of investments in money market funds and commercial paper. As of December 31, 2019,
the Company’s cash equivalents are entirely comprised of investments in money market funds.
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the balance sheets that sum to the
total of the same amounts shown in the statements of cash flows (in thousands):
Cash and cash equivalents
Restricted cash
Total cash, cash equivalents and restricted cash
December 31,
2020
2019
$
$
69,466 $
310
69,776 $
39,181
310
39,491
Restricted cash as of December 31, 2020 and 2019 consists of a letter of credit of $310,000 representing collateral for the Company’s facility
lease.
Investments
Short-term investments consist of debt securities classified as available-for-sale and have original maturities greater than 90 days, but less than
one year as of the balance sheet date. Long-term investments have maturities greater than one year as of the balance sheet date. All
investments are recorded at fair value based on the fair value hierarchy. Money market funds are classified within Level 1 of the fair value
hierarchy, and commercial paper, corporate bonds/notes, United States Government securities, and asset-backed securities are classified
within Level 2 of the fair value hierarchy. Unrealized gains and losses, deemed temporary in nature, are reported as a separate component of
accumulated other comprehensive income (loss). The cost of available-for-sale investments sold is based on the specific-identification method.
Realized gains and losses are included in earnings and are derived for specific-identification method for determining the costs of investments
sold and were insignificant for the year ended December 31, 2020 and 2019. Amortization of premiums and accretion of discounts are reported
as a component of interest income.
A decline in the fair value of any security below cost that is deemed other than temporary results in a charge to earnings and the corresponding
establishment of a new cost basis for the investment.
Concentration of Credit Risk, and Other Risks and Uncertainties
The Company is subject to risks related to public health crises such as the global pandemic associated with COVID-19, which has spread to
most countries and all 50 states within the United States. The COVID-19 outbreak has negatively impacted, and may continue to negatively
impact the Company’s operations, its revenue and overall financial condition by significantly decreasing the number of TCAR procedures
performed. The number of TCAR procedures performed, similar to other surgical procedures, has significantly decreased as health care
organizations globally have prioritized the treatment of patients with COVID-19. For example, in the United States, governmental authorities
have recommended, and in certain cases required, that elective, specialty and other procedures and appointments, be suspended or canceled
to focus limited resources and personnel and hospital capacity toward the treatment of COVID-19 and to avoid exposing patients to COVID-19.
These measures and challenges will likely continue for the duration of the pandemic, which is uncertain, and will continue to negatively impact
the Company’s revenue while the pandemic continues.
108
Table of Contents
Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents, investments and accounts
receivable to the extent of the amounts recorded on the balance sheet. Cash, cash equivalents, and investments are deposited in financial
institutions which, at times, may be in excess of federally insured limits. Cash equivalents are invested in highly rated money market funds and
commercial paper. The Company invests in a variety of financial instruments, such as, but not limited to, commercial paper, corporate
bonds/notes, United States Government securities, asset-backed securities and, by policy, limits the amount of credit exposure with any one
financial institution or commercial issuer. The Company has not experienced any material losses on its deposits of cash and cash equivalents or
investments during the years ended December 31, 2020 and 2019.
The Company’s accounts receivable are due from a variety of health care organizations in the United States. At December 31, 2020 and 2019,
no customer represented 10% or more of the Company’s accounts receivable. For the years ended December 31, 2020, 2019 and 2018, there
were no customers that represented 10% or more of revenue.
The Company provides for uncollectible amounts when specific credit problems are identified. In doing so, the Company analyzes historical bad
debt trends, customer credit worthiness, current economic trends and changes in customer payment patterns when evaluating the adequacy of
the allowance for doubtful accounts.
The Company manufactures certain of its commercial products in-house. Certain of the Company’s product components and sub-assemblies
continue to be manufactured by sole suppliers, the most significant of which is the ENROUTE Transcarotid Stent System, manufactured by
Cordis, a Cardinal Health Company (see Note 14 - Subsequent Events). Disruption in component or sub-assembly supply from these
manufacturers or from in-house production would have a negative impact on the Company’s financial position and results of operations.
The Company is subject to certain risks, including that its devices may not be approved or cleared for marketing by governmental authorities or
be successfully marketed. There can be no assurance that the Company’s products will achieve widespread adoption in the marketplace, nor
can there be any assurance that existing devices or any future devices can be developed or manufactured at an acceptable cost and with
appropriate performance characteristics. The Company is also subject to risks common to companies in the medical device industry, including,
but not limited to, new technological innovations, dependence upon government and third-party payers to provide adequate coverage and
reimbursement, dependence on key personnel and suppliers, protection of proprietary technology, product liability claims, and compliance with
government regulations.
Existing or future devices developed by the Company may require approvals or clearances from the FDA or international regulatory agencies. In
addition, in order to continue the Company’s operations, compliance with various federal and state laws is required. If the Company were
denied or delayed in receiving such approvals or clearances, it may be necessary to adjust operations to align with the Company’s currently
approved portfolio. If clearance for the products in the current portfolio were withdrawn by the FDA, this would have a material adverse impact
on the Company.
Accounts Receivable
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company estimates allowances for doubtful
accounts. Specifically, the Company makes estimates on the collectability of customer accounts based primarily on analysis of historical trends
and experience and changes in customers’ financial condition. The Company uses its judgment, based on the best available facts and
circumstances, and records an allowance against amounts due to reduce the receivable to the amount that is expected to be collected. These
specific allowances are reevaluated and adjusted as
109
Table of Contents
additional information is received that impacts the amount reserved. During the years ended December 31, 2020, 2019 and 2018, the Company
did not experience any material credit-related losses.
Inventories
Inventories are valued at the lower of cost to purchase or manufacture the inventory or net realizable value. Cost is determined using the first-in,
first-out method for all inventories. Net realizable value is determined as the estimated selling prices in the ordinary course of business, less
reasonably predictable costs of completion, disposal and transportation. The Company regularly reviews inventory quantities in consideration of
actual loss experiences, projected future demand, and remaining shelf life prior to sale to record a provision for excess and obsolete inventory
when appropriate. The Company’s policy is to write down inventory that has become obsolete, inventory that has a cost basis in excess of its
expected lower of cost or net realizable value, and inventory in excess of expected requirements. The estimate of excess quantities is
judgmental and primarily dependent on the Company’s estimates of future demand for a particular product. If the estimate of future demand is
too high, the Company may have to increase the reserve for excess inventory for that product and record a charge to the cost of goods sold.
Other Current Assets
The prepaid expenses and other current assets balance at December 31, 2020 included $4,160,000 associated with the Company's voluntary
recall (see Note 14 - Subsequent Events). The amount relates to the replacement lots and other direct costs to be received from Cordis.
Property and Equipment
Property and equipment are recorded at cost less accumulated depreciation or amortization. Repairs and maintenance costs are expensed as
incurred. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets, typically
three to five years. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or estimated useful
economic life of the asset. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the
balance sheet and any resulting gain or loss is reflected in operations in the period realized.
Deferred Public Offering Costs
Specific incremental legal, accounting and other fees and costs directly attributable to a proposed or actual offering of securities may properly
be deferred and charged against the gross proceeds of the offering. No deferred offering costs were capitalized as of December 31, 2020. As of
December 31, 2019, there were $950,000 of offering costs primarily consisting of legal and accounting fees that were capitalized in other non-
current assets on the balance sheet of which $233,000 had been paid.
Impairment of Long-Lived Assets
The Company reviews long-lived assets, including property and equipment, for impairment whenever events or changes in business
circumstances indicate that the carrying amount of the assets may not be fully recoverable. If indicators of impairment exist, an impairment loss
would be recognized when estimated undiscounted future cash flows expected to result from the use of the assets and their eventual
disposition are less than their carrying amount. Impairment, if any, is measured as the amount by which the carrying amount of the long-lived
assets exceeds their fair value. The Company did not record any impairment of long-lived assets during the years ended December 31, 2020,
2019 and 2018.
110
Table of Contents
Leases
The Company adopted Accounting Standards Codification (“ASC”) 842, "Leases," on January 1, 2019 and used the modified retrospective
method for all leases not substantially completed as of the date of adoption and the package of practical expedients available in the standard.
As a result of adopting ASC 842, the Company recorded an operating lease right-of-use ("ROU") asset of $3,982,000 included within other non-
current assets and operating lease liabilities of $5,190,000 included within accrued liabilities and other liabilities on the balance sheet related to
its facility lease, based on the present value of the future lease payments on the date of adoption. The operating lease right-of-use asset also
includes adjustments for prepayments and excludes lease incentives. The adoption did not have an impact on prior periods or on the
Company's statements of operations and comprehensive loss.
The disclosure impact of the adoption of ASC 842 on the balance sheet was as follows (in thousands):
Balance Sheet:
Other non-current assets
Accrued liabilities
Other liabilities
Balance at December
31, 2018
Adjustments Due to
ASC 842
Balance at January 1,
2019
$
— $
139
1,069
3,982 $
582
3,400
3,982
721
4,469
The Company considers if an arrangement is a lease at inception if it obtains the right to control the use of an identified asset under a leasing
arrangement with an initial term greater than twelve months. The Company determines whether a contract conveys the right to control the use
of an identified asset for a period of time if the contract contains both the right to obtain substantially all of the economic benefits from the use of
the identified asset and the right to direct the use of the identified asset. The Company also evaluates the nature of each lease to determine
whether it is an operating or financing lease and recognizes the right-of-use asset and lease liabilities based on the present value of future
minimum lease payments over the expected lease term. The Company’s leases do not generally contain an implicit interest rate and therefore
the Company uses the incremental borrowing rate it would expect to pay to borrow on a similar collateralized basis over a similar term in order
to determine the present value of its lease payments. The Company considers renewal options in the determination of the lease term if the
option to renew is reasonably certain. Variable lease costs represent payments that are dependent on usage, a rate or index. Variable lease
costs, which consists primarily of taxes, insurance and common area maintenance costs, are expensed as incurred, as the Company has
elected to account separately for contracts that contain lease and non-lease components, consistent with its historical practice. The Company
does not have any finance leases.
Redeemable Convertible Preferred Stock Warrant Liability
Prior to its IPO, the Company accounted for its warrants for shares of redeemable convertible preferred stock as a liability based upon the
characteristics and provisions of each instrument. Redeemable convertible preferred stock warrants classified as a liability were initially
recorded at their fair value on the date of issuance and are subject to remeasurement at each subsequent balance sheet date. Any change in
fair value as a result of a remeasurement was recognized as a component of other income (expense), net in the statements of operations and
comprehensive loss. The Company recorded adjustments to the estimated fair value of the redeemable convertible preferred stock warrants
until they were exercised. Upon their exercise, the final fair value of the warrant liability was reclassified to stockholders’ equity. Subsequent to
its IPO, the Company no longer recorded any related periodic fair value adjustments.
111
Table of Contents
Redeemable Convertible Preferred Stock
Prior to its IPO, the Company recorded its redeemable convertible preferred stock at fair value on the dates of issuance, net of issuance costs,
and classified the redeemable convertible preferred stock outside of stockholders’ equity on the balance sheet as events triggering the
liquidation preferences were not solely within the Company’s control. Upon the closing of the Company's IPO, all shares of convertible preferred
stock then outstanding converted into an aggregate of 23,178,555 shares of common stock resulting in the reclassification of $144,140,000
from outside of stockholders’ equity to additional paid-in capital.
Revenue Recognition
The Company recognizes revenue in accordance with ASC Topic 606, “Revenue from Contracts with Customers.” As of January 1, 2018, the
date of adoption, the Company recognized the cumulative-effect of initially applying ASC 606 as an adjustment to decrease accumulated deficit
by $87,000. Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects
the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for
arrangements that an entity determines are within the scope of ASC 606, the Company performs the following five steps:
(i)
identify the contract(s) with a customer;
(ii)
identify the performance obligations in the contract;
(iii) determine the transaction price;
(iv) allocate the transaction price to the performance obligations in the contract; and
(v) recognize revenue when (or as) the entity satisfies a performance obligation.
As of December 31, 2020 and 2019, the Company recorded $71,000 and $102,000, respectively, of unbilled receivables, which are included in
accounts receivable, net on the balance sheet, as the Company has an unconditional right to payment as of the end of the applicable period.
The Company’s revenue is generated from the sale of its products to hospitals and medical centers in the United States through direct sales
representatives. Revenue is recognized when obligations under the terms of a contract with customers are satisfied, which occurs with the
transfer of control of the Company’s products to its customers, either upon shipment of the product or delivery of the product to the customer
under the Company’s standard terms and conditions. The Company’s products are readily available for usage as soon as the customer
possesses it. Upon receipt, the customer controls the economic benefits of the product, has significant risks and rewards, and the legal title.
The Company has present right to payment; therefore, the transfer of control is deemed to happen at a point in time. Revenue is measured as
the amount of consideration the Company expects to receive in exchange for transferring the goods.
For sales where the Company’s sales representative hand delivers product directly to the hospital or medical center from the sales
representative’s trunk stock inventory, the Company recognizes revenue upon delivery, which represents the point in time when control
transfers to the customer. Upon delivery there are legally-enforceable rights and obligations between the parties which can be identified,
commercial substance exists and collectibility is probable. For sales which are sent directly from the Company to hospitals and medical centers,
the transfer of control occurs at the time of shipment or delivery of the product. There are no further performance obligations by the Company
or the sales representative to the customer after delivery under either method of sale. As allowed under the practical expedient, the Company
does not disclose the value of unsatisfied performance obligations for (i)
112
Table of Contents
contracts with an original expected length of one year or less and (ii) contracts for which it recognizes revenue at the amount to which it has the
right to invoice for services performed.
The Company is entitled to the total consideration for the products ordered by customers as product pricing is fixed according to the terms of
customer contracts and payment terms are short. Payment terms fall within the one-year guidance for the practical expedient which allows the
Company to forgo adjustment of the promised amount of consideration for the effects of a significant financing component. The
Company excludes taxes assessed by governmental authorities on revenue-producing transactions from the measurement of the transaction
price.
Costs associated with product sales include commissions and royalties. The Company applies the practical expedient and recognizes
commissions and royalties as expense when incurred because the expense is incurred at a point in time and the amortization period is less
than one year. Commissions are recorded as selling expense and royalties are recorded as cost of revenue in the statements of operations and
comprehensive loss.
The Company accepts product returns at its discretion or if the product is defective as manufactured. The Company establishes estimated
provisions for returns based on historical experience and considers other factors that it believes could significantly impact its expected returns,
which provisions are classified within accrued liabilities on our balance sheet. The Company elected to expense shipping and handling costs as
incurred and includes them in the cost of goods sold. In those cases where the Company bills shipping and handling costs to customers, it will
classify the amounts billed as a component of revenue.
Cost of Goods Sold
The Company manufactures certain of its portfolio of TCAR products at its facility and purchases other products from third party manufacturers.
Cost of goods sold consists primarily of costs related to materials, components and subassemblies, manufacturing overhead costs, direct labor,
reserves for excess, obsolete and non-sellable inventories as well as distribution-related expenses. A significant portion of the Company’s cost
of goods sold currently consists of manufacturing overhead costs. These overhead costs include the cost of quality assurance, material
procurement, inventory control, facilities, equipment and operations supervision and management. Cost of goods sold also includes
depreciation expense for production equipment and certain direct costs such as shipping costs and royalties.
Research and Development
The Company expenses research and development costs as incurred. Research and development expenses consist primarily of engineering,
product development, clinical studies to develop and support the Company’s products, regulatory expenses, medical affairs and other costs
associated with products and technologies that are in development. Research and development expenses include employee compensation,
including stock-based compensation, supplies, consulting, prototyping, testing, materials, travel expenses, depreciation and an allocation of
facility overhead expenses. Additionally, research and development expenses include costs associated with our clinical studies including clinical
trial design, clinical site reimbursement, data management, travel expenses and the cost of products used for clinical trials and internal and
external costs associated with the Company’s regulatory compliance and quality assurance functions, including the costs of outside consultants
and contractors that assist in the process of submitting and maintaining regulatory filings, and overhead costs.
Clinical Trials
The Company accrues and expenses costs for its clinical trial activities performed by third parties, including clinical research organizations and
other service providers, based upon estimates of the work completed over the life of the individual study in accordance with associated
agreements. The Company
113
Table of Contents
determines these accruals through discussion with internal personnel and outside service providers as to progress or stage of completion of
trials or services pursuant to contracts with clinical research organizations and other service providers and the agreed-upon fee to be paid for
such services.
Advertising Costs
The Company expenses advertising costs as incurred. Advertising costs include design and production costs, including website development,
physician and patient testimonial videos, written media campaigns, and other items. Advertising costs of $194,000, $362,000 and $186,000
were expensed during the years ended December 31, 2020, 2019 and 2018, respectively.
Foreign Currency
The Company records net gains and losses resulting from foreign exchange transactions as a component of foreign currency exchange gains
or losses in other income (expense), net. The Company had no material foreign currency exchange gains or losses during the years ended
December 31, 2020, 2019 and 2018.
Stock–Based Compensation
The Company accounts for stock-based compensation in accordance with Financial Accounting Standards Board (“FASB”) ASC
718, “Compensation-Stock Compensation.” ASC 718 requires the recognition of compensation expense, using a fair-value based method, for
costs related to all share-based payments including stock options, restricted stock units and shares issued under its employee stock purchase
plan. ASC 718 requires companies to estimate the fair value of all share-based payment option awards on the date of grant using an option
pricing model. The fair value of stock options is recognized over the period during which an optionee is required to provide services in exchange
for the option award, known as the requisite service period (usually the vesting period), on a straight-line basis. For performance-based stock
options, the Company will assess the probability of performance conditions being achieved in each reporting period. The amount of stock-based
compensation expense recognized in any one period related to performance-based stock options can vary based on the achievement or
anticipated achievement of the performance conditions. The Company accounts for option forfeitures as they occur.
The Company accounts for stock-based compensation for restricted stock units at their fair value, based on the closing market price of the
Company's common stock on the date of grant. These costs are recognized on a straight-line basis over the requisite service period, which is
usually the vesting period.
The Company accounts for stock-based compensation for its employee stock purchase plan based on the estimated fair value of the options on
the date of grant. The Company estimates the grant date fair value using an option pricing model for each purchase period. These costs are
recognized on a straight-line basis over the offering period.
The Company made an accounting policy election under Accounting Standards Update (ASU) No. 2016-09, "Stock Compensation (Topic 718):
Improvements to Employee Shared-Based Payment Accounting to account for forfeitures as they occur, resulting in a cumulative-effect
adjustment to increase accumulated deficit by $13,000 as of January 1, 2018, the date of adoption.
Income Taxes
The Company accounts for income taxes under the liability method, whereby deferred tax assets and liabilities are determined based on the
difference between the financial statements and tax bases of assets and liabilities using the enacted tax rates in effect for the year in which the
differences are
114
Table of Contents
expected to affect taxable income. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected
to be realized. As the Company has historically incurred operating losses, it has established a full valuation allowance against its net deferred
tax assets, and there is no provision for income taxes.
The Company also follows the provisions of ASC 740-10, “Accounting for Uncertainty in Income Taxes.” ASC 740-10 prescribes a
comprehensive model for the recognition, measurement, presentation and disclosure in financial statements of any uncertain tax positions that
have been taken or expected to be taken on a tax return. No liability related to uncertain tax positions is recorded on the financial statements. It
is the Company’s policy to include penalties and interest expense related to income taxes as part of the provision for income taxes.
Comprehensive Loss
Comprehensive loss consists of net loss and changes in unrealized gains and losses on investments classified as available-for-sale. For the
years ended December 31, 2020 and 2019, the Company’s unrealized gains and losses on available-for-sale investments represent the only
component of other comprehensive loss that are excluded from the reported net loss and that are presented in the statements of operations and
comprehensive income. Accumulated other comprehensive loss is presented in the accompanying balance sheets as a component of
stockholders' equity. For the year ended December 31, 2018, there was no difference between the Company's comprehensive loss and its net
loss.
Net Loss per Share Attributable to Common Stockholders
Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of
common stock outstanding during the period, without consideration for potential dilutive common shares. Diluted net loss per share is computed
by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock and potentially
dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, redeemable convertible preferred stock
and warrants, common stock options, and restricted stock units are considered to be potentially dilutive securities. Since the Company was in a
loss position for all periods presented, basic net loss per share is the same as diluted net loss per share as the inclusion of all potential dilutive
common shares would have been anti-dilutive.
The Company allocates no loss to participating securities because they have no contractual obligation to share in the losses of the Company.
The shares of the Company’s redeemable convertible preferred stock participate in any dividends declared by the Company and are therefore
considered to be participating securities.
Net loss per share was determined as follows (in thousands, except share and per share data):
Net loss attributable to Silk Road Medical, Inc. common stockholders
Weighted average common stock outstanding used to compute net loss per
share, basic and diluted
Net loss per share attributable to Silk Road Medical, Inc. common stockholders,
basic and diluted
$
$
2020
Year Ended December 31,
2019
2018
(47,365) $
(52,415) $
(37,629)
32,965,539
22,956,679
960,882
(1.44) $
(2.28) $
(39.16)
115
Table of Contents
The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted average shares
outstanding because such securities have an antidilutive impact due to the Company’s net loss:
Redeemable convertible preferred stock outstanding
Redeemable convertible preferred stock warrants outstanding
Common stock options
Common stock warrants outstanding
Restricted stock units
Total
Segment and Geographical Information
2020
—
—
4,237,828
—
68,396
4,306,224
December 31,
2019
—
—
4,310,790
—
—
4,310,790
2018
21,233,190
2,672,502
4,364,377
7,527
—
28,277,596
The Company operates and manages its business as one reportable and operating segment. The Company’s chief executive officer, who is the
chief operating decision maker, reviews financial information on an aggregate basis for purposes of allocating resources and evaluating
financial performance. Primarily all of the Company’s long-lived assets are based in the United States. Long-lived assets are comprised of
property and equipment. All of the Company’s revenue was in the United States for the years ended December 31, 2020, 2019 and 2018,
based on the shipping location of the external customer.
3. Recent Accounting Pronouncements
Recently Adopted Accounting Standards
In August 2018, the FASB issued ASU 2018-13, "Fair Value Measurement," which changed the disclosure requirements for fair value
measurements by removing, adding and modifying certain disclosures. The Company adopted the new standard effective January 1, 2020. The
adoption did not have a material impact on the Company's financial statements and related disclosures.
In August 2018, the FASB issued ASU 2018-15, "Cloud Computing Arrangements," which aligns the requirements for capitalizing
implementation costs in a Cloud Computing Arrangement service contract with the requirements for capitalizing implementation costs incurred
for an internal-use software license. The Company adopted the new standard effective January 1, 2020 on a prospective basis. The adoption
did not have a material impact on the Company's financial statements and related disclosures.
Recently Issued Accounting Standards
In June 2016, the FASB issued ASU 2016-13, "Measurement of Credit Losses on Financial Statements." This update provides financial
statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to
extend credit held by a reporting entity at each reporting date. The update replaces the incurred loss impairment methodology in current U.S.
GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable
information to inform credit loss estimates. In October 2019, the FASB delayed the effective date of this standard for smaller reporting
companies, as such ASU 2016-13 was determined to originally be effective for the Company on January 1, 2023. During the year ended
116
Table of Contents
December 31, 2020, the Company no longer qualified as a smaller reporting company, accordingly ASU 2016-13 became effective for the
Company on January 1, 2021. The Company does not believe that the adoption of this new guidance will have a material impact on its financial
statements.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which enhances
and simplifies various aspects of the income tax accounting guidance related to intra-period tax allocation, interim period accounting for enacted
changes in tax law, and the year-to-date loss limitation in interim period tax accounting. ASU 2019-12 also amends other aspects of the
guidance to reduce complexity in certain areas. ASU 2019-12 became effective for the Company on January 1, 2021. The Company does not
believe that the adoption of this new guidance will have a material impact on its financial statements and related disclosures.
4. Fair Value Measurements
The Company measures certain financial assets and liabilities at fair value on a recurring basis, including cash equivalents, investments, and
the Company's previously outstanding preferred stock warrants. Fair value is an exit price, representing the amount that would be received to
sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based
measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. A three-tier
fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring
fair value:
•
•
•
Level 1 – quoted prices in active markets are identical assets and liabilities;
Level 2 – observable inputs other than quotes prizes in active markets for identical assets and liabilities;
Level 3 – unobservable inputs.
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. The Company’s cash equivalents are classified within
Level 1 of the fair value hierarchy because they are valued using quoted market prices, broker or dealer quotations, or alternative pricing
sources with reasonable levels of price transparency. The corporate bonds/notes, commercial paper, asset-backed securities and U.S.
government securities are classified as Level 2 as they are valued based upon quoted market prices for similar instruments in active markets,
quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant
inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets.
The following tables sets forth by level within the fair value hierarchy the Company’s assets and liabilities that are reported at fair value as of
December 31, 2020 and 2019, using the inputs defined above (in thousands):
117
Table of Contents
Assets:
Money market funds
Commercial paper
Corporate bonds/notes
U.S. government securities
Assets:
Money market funds
Commercial paper
Corporate bonds/notes
U.S. government securities
Asset-backed securities
Level 1
Level 2
Level 3
Total
December 31, 2020
60,295 $
—
—
—
60,295 $
— $
39,577
7,969
38,470
86,016 $
— $
—
—
—
— $
60,295
39,577
7,969
38,470
146,311
Level 1
Level 2
Level 3
Total
December 31, 2019
34,363 $
—
—
—
—
34,363 $
— $
9,919
10,176
44,456
5,181
69,732 $
— $
—
—
—
—
— $
34,363
9,919
10,176
44,456
5,181
104,095
$
$
$
$
There were no transfers between fair value hierarchy levels during the years ended December 31, 2020 and 2019.
118
Table of Contents
5. Balance Sheet Components
Investments
The fair value of the Company's available-for-sale investments as of December 31, 2020 and 2019 are as follows (in thousands):
Amortized Cost
Gains
Losses
December 31, 2020
Gross Unrealized
Estimated
Fair Value
Money market funds
Commercial paper
Corporate bonds/notes
U.S. government securities
Classified as:
Cash equivalents
Short-term investments
Money market funds
Commercial paper
Corporate bonds/notes
U.S. government securities
Asset-backed securities
Classified as:
Cash equivalents
Short-term investments
Long-term investments
$
$
$
$
60,295 $
39,577
7,970
38,430
146,272 $
— $
—
—
42
42 $
Amortized Cost
Gains
Losses
December 31, 2019
Gross Unrealized
34,363 $
9,919
10,180
44,450
5,181
104,093 $
— $
—
—
9
—
9 $
— $
—
(1)
(2)
(3) $
$
$
— $
—
(4)
(3)
—
(7) $
$
$
60,295
39,577
7,969
38,470
146,311
68,295
78,016
146,311
Estimated
Fair Value
34,363
9,919
10,176
44,456
5,181
104,095
34,363
51,508
18,224
104,095
119
Table of Contents
The following table summarizes the fair value of the Company’s cash equivalents, short-term and long-term investments classified by maturity
as of December 31, 2020 and 2019 (in thousands):
Amounts maturing within one year
Amounts maturing after one year through two years
December 31,
2020
2019
$
$
146,311 $
—
146,311 $
85,871
18,224
104,095
Available-for-sale investments held as of December 31, 2020 had a weighted average days to maturity of 135 days.
The following table presents the Company's available-for-sale investments that were in an unrealized loss position as of December 31, 2020
and 2019 (in thousands):
Assets:
Corporate bonds/notes
U.S. government securities
Inventories
December 31, 2020
Less than 12 months
December 31, 2019
Less than 12 months
Fair Value
Unrealized Loss
Fair Value
Unrealized Loss
$
$
5,369 $
10,128
15,497 $
(1) $
(2)
(3) $
10,128 $
19,067
29,195 $
(4)
(3)
(7)
Components of inventories were as follows (in thousands):
Raw materials
Finished products
Less: Reserve for excess and obsolete
December 31,
2020
2019
$
$
1,785 $
10,599
12,384
(2,395)
9,989 $
1,203
9,163
10,366
(44)
10,322
As of December 31, 2020 and 2019, there were no work-in-process inventories. The reserve for excess and obsolete inventory at December
31, 2020, included $2,377,000 associated with the Company's voluntary product recall (see Note 14 - Subsequent Events).
120
Table of Contents
Property and Equipment, Net
Property and equipment, net consisted of the following (in thousands):
Furniture and fixtures
Equipment
Software
Leasehold improvements
Less: Accumulated depreciation and amortization
Add: Construction-in-progress
December 31,
2020
2019
$
$
726 $
1,699
226
2,043
4,694
(2,332)
482
2,844 $
657
1,295
18
1,991
3,961
(1,550)
323
2,734
Depreciation and amortization expense was $789,000, $712,000 and $517,000 for the years ended December 31, 2020, 2019 and 2018,
respectively.
Accrued Liabilities
Accrued liabilities consisted of the following (in thousands):
Accrued payroll and related expenses
Provision for sales returns
Accrued professional services
Recall replacement obligation
Operating lease liability
Accrued royalty expense
Deferred revenue
Accrued travel expenses
Accrued clinical expenses
Accrued other expenses
6. Long-term Debt
CRG
December 31,
2020
2019
$
$
9,573 $
820
2,520
1,696
850
518
206
237
113
424
16,957 $
9,151
2,419
682
—
769
470
304
431
241
567
15,034
In October 2015, the Company entered into a term loan agreement with CRG. The term loan agreement provides for up to $30,000,000 in term
loans split into two tranches as follows: (i) the Tranche A Loans provided for $20,000,000 in term loans, and (ii) the Tranche B Loans provided
for up to $10,000,000 in term loans. The Company drew down the Tranche A Loans on October 13, 2015. The Tranche B Loans were available
to be drawn prior to March 29, 2017. In January 2017, the term loan agreement was
121
Table of Contents
amended to extend the commitment period of the Tranche B Loans to April 28, 2017. In April 2017, the Company drew down $5,000,000 of the
available Tranche B Loans.
In September 2018, the term loan agreement was amended to provide for additional term loans in an aggregate principal amount of up to
$25,000,000. In September 2018, the Company drew down an additional $15,000,000 under the amended term loan agreement with CRG, no
additional draw was taken. Under the terms of the amended term loan agreement, the related fixed interest rate was 10.0%, 8.0% of the interest
was due and payable in cash and at the election of the Company, 2.0% of the interest due and payable may be "paid in kind". All unpaid
principal, and accrued and unpaid interest, was due and payable in full on December 31, 2022.
On October 29, 2020, in connection with the consummation of the Loan and Security agreement with Stifel Bank as noted below, the Company
repaid all amounts outstanding under the term loan with CRG.
Stifel Bank
In October 2020, the Company entered into a Loan and Security Agreement, or Loan Agreement, with Stifel Bank which provides for a
$50,000,000 loan facility, comprised of a $50,000,000 secured revolving credit facility, with a $2,000,000 subfacility for the issuance of letters of
credit and other ancillary banking services, and a $50,000,000 secured term loan facility, provided that amounts outstanding under both facilities
may not exceed an aggregate principal amount of $50,000,000 at any time. Any borrowings under the revolving loan facility mature on October
29, 2022, or October 29, 2023 if as of October 29, 2022, no event of default has occurred and we are in compliance with the terms of the Loan
Agreement. Borrowings under the term loan facility mature on October 29, 2024. Interest under the revolving credit facility is the greater of a)
0.5% above the "Prime Rate" as published by The Wall Street Journal or b) 4.75%.
Also in October 2020, the Company drew down $49,000,000 under the term loan facility and used the majority of the proceeds to pay off and
terminate the prior term loan agreement with CRG totaling $46,674,000, which included a prepayment premium of $305,000, a final interest
payment of $365,000 and a facility fee of $2,191,000. The Company recognized a loss on debt extinguishment of $1,119,000 in connection with
the early termination of the term loan agreement with CRG. The principal amount of outstanding term loans under the Loan Agreement with
Stifel Bank shall be repaid in equal monthly installments beginning on May 29, 2022, or November 29, 2022 if the Company achieves revenue
for the year ending December 31, 2021 of at least 80% of the board-approved financial projections for such fiscal year. Interest under the term
loan facility is the greater of a) 0.75% above the "Prime Rate" as published by The Wall Street Journal or b) 4.75%. The term loan may not be
reborrowed once repaid, but the Company may prepay the term loan at any time without premium or penalty.
The Company also concurrently entered in a Success Fee Agreement in October 2020 with Stifel Bank, which requires that the Company pay
Stifel Bank the lesser of 0.75% of the original principal amount of all credit extensions made under the Loan Agreement or $375,000 in the
event the Company completes a Liquidity Event (liquidation, merger, sale of the Company or change in control). The Success Fee Agreement
terminates on October 29, 2025. The Company has determined the probability of a Liquidity Event to be remote and accordingly, has not
recognized a liability as of December 31, 2020.
Obligations under the Loan Agreement are secured by substantially all of the Company's assets. Beginning on January 15, 2021, the Loan
Agreement requires that the Company maintain unrestricted cash and cash equivalents with Stifel Bank or at Stifel Bank Affiliates of at least
$20,000,000. In addition, for any fiscal quarter where the Company's unrestricted cash and cash equivalents maintained with Stifel Bank or at
Stifel Bank Affiliates (or prior to January 15, 2021, Stifel Bank or certain other banks) are less than $60,000,000 for any day during such fiscal
quarter, the Company must comply with a minimum
122
Table of Contents
revenue covenant. Additionally, the Loan Agreement contains customary affirmative and negative covenants, including covenants limiting the
Company's ability and the ability of the Company's subsidiaries to, among other things, dispose of assets, effect certain mergers, incur debt,
grant liens, pay dividends and distributions on capital stock, make investments and acquisitions, and enter into transactions with affiliates, in
each case subject to customary exceptions for a loan facility of this size and type.
The events of default under the Loan Agreement include, among others, payment defaults, material misrepresentations, breaches of covenants,
cross defaults with certain other material indebtedness, bankruptcy and insolvency events, and judgment defaults. The occurrence of an event
of default could result in the acceleration of our obligations under the Loan Agreement, the termination of the lender’s commitments, a 5%
increase in the applicable rate of interest and the exercise by the lender of other rights and remedies provided for under the Loan Agreement.
As of December 31, 2020, the aggregate outstanding principal balance under the Loan Agreement was $49,000,000 and the annual interest
rate was 4.75%. As of December 31, 2020, the Company was in compliance with all applicable financial covenants. As of December 31, 2020,
management does not believe that it is probable that the above events of default will be triggered within the next twelve months, therefore, the
debt is classified as long-term on the balance sheet.
Future maturities under the Stifel Bank term loan agreement as of December 31, 2020 are as follows (in thousands):
Year Ending December 31:
2021
2022
2023
2024
Less: Amount representing interest
Less: Amount representing debt discount and debt issuance costs
Present value of minimum payments
7. Commitments and Contingencies
Operating Lease and Rights of Use
Amount
2,360
14,679
20,845
17,370
55,254
(6,254)
(467)
48,533
$
$
The Company’s operating lease obligation consists of leased office, laboratory, and manufacturing space under a non-cancellable operating
lease that expires in October 2024. The lease agreement includes a renewal provision allowing the Company to extend this lease for an
additional period of five years. Operating lease costs were $870,000 for each of the years ended December 31, 2020 and 2019. Cash paid for
amounts included in the measurement of operating lease liabilities was $769,000 and $721,000 for the years ended December 31, 2020 and
2019. As of December 31, 2020, the weighted average discount rate was approximately 6.50% and the weighted average remaining lease term
was 3.83 years. As of December 31, 2019, the weighted average discount rate was approximately 6.50% and the
123
Table of Contents
weighted average remaining lease term was 4.83 years. Balance sheet information as of December 31, 2020 consists of the following (in
thousands):
Operating Lease:
Operating lease right-of-use asset in other non-current assets
Operating lease liability in accrued liabilities
Operating lease liability in other liabilities
Total operating lease liabilities
December 31,
2020
2019
$
$
$
2,798 $
850 $
2,850
3,700 $
The following table summarizes the Company's operating lease maturities as of December 31, 2020 (in thousands):
Year Ending December 31:
2021
2022
2023
2024
Total lease payments
Less: imputed interest
Present value of lease liabilities
Purchase Obligations
Amount
$
$
3,400
769
3,700
4,469
1,066
1,096
1,127
904
4,193
(493)
3,700
Purchase obligations consist of agreements to purchase goods and services entered into in the ordinary course of business. As of
December 31, 2020, the Company had non-cancellable purchase obligations to suppliers of $6,601,000.
Indemnification
In the normal course of business, the Company enters into contracts and agreements with suppliers and other parties that contain a variety of
representations and warranties and may provide for indemnification of the counterparty. The Company’s exposure under these agreements is
unknown because it involves claims that may be made against it in the future but have not yet been made. To date, the Company has not been
subject to any claims or been required to defend any action related to its indemnification obligations.
The Company indemnifies each of its directors and officers for certain events or occurrences, subject to certain limits, while the director is or
was serving at the Company’s request in such capacity, as permitted under Delaware law and in accordance with its certificate of incorporation
and bylaws. The term of the indemnification period lasts as long as a director may be subject to any proceeding arising out of acts or omissions
of such director in such capacity. The maximum amount of potential future indemnification is unlimited; however, the Company currently holds
director liability insurance. The Company believes that the fair value of these indemnification obligations is minimal. Accordingly, the Company
has not recognized any liabilities relating to these obligations as of December 31, 2020.
124
Table of Contents
Contingencies
The Company is not involved in any pending legal proceedings that it believes could have a material adverse effect on its financial condition,
results of operations or cash flows. From time to time, the Company may pursue litigation to assert its legal right and such litigation may be
costly and divert the efforts and attention of its management and technical personnel which could adversely affect its business. The Company
accrues a liability for such matters when it is probable that future expenditures will be made, and such expenditures can be reasonably
estimated. There were no contingent liabilities requiring accrual at December 31, 2020 and 2019.
Legal Matters
In February 2019, a former employee, through counsel, advised the Company that he had filed a charge of discrimination against the Company
with the California Department of Fair Employment & Housing, or DFEH. The former employee’s complaint alleged sexual harassment and
retaliation in violation of the California Department of Fair Employment & Housing Act. The complaint did not allege specific damages. The
Company and the former employee participated in mediation on July 30, 2019 and reached a settlement that required the Company to pay an
amount that was not material to its financial statements, which amount was fully paid as of December 31, 2019.
8. Redeemable Convertible Preferred Stock
Upon the closing of the Company's IPO, all shares of redeemable convertible preferred stock then outstanding converted into shares of
common stock. As of December 31, 2020 and 2019, the Company does not have any redeemable convertible preferred stock issued or
outstanding.
Redeemable Convertible Preferred Stock Warrants
Upon the closing of the Company's IPO, all of the outstanding redeemable convertible preferred stock warrants were exercised, or net
exercised based on the IPO price of $20.00 per share, into 1,945,365 shares of common stock. As of December 31, 2020 and 2019, the
Company does not have any redeemable convertible preferred stock warrants outstanding.
9. Stockholders' Equity (Deficit)
Preferred Stock
At December 31, 2020, the Company’s certificate of incorporation, as amended and restated, authorizes the Company to issue up to 5,000,000
shares of preferred stock with $0.001 par value per share, of which no shares were issued and outstanding.
Common Stock
At December 31, 2020, the Company’s certificate of incorporation, as amended and restated, authorizes the Company to issue up to
100,000,000 shares of common stock with $0.001 par value per share, of which 34,249,649 shares were issued and outstanding. The holders
of common stock are also entitled to receive dividends whenever funds are legally available, when and if declared by the Board of Directors. As
of December 31, 2020, no dividends have been declared to date. Each share of common stock is entitled to one vote.
125
Table of Contents
At December 31, 2020 and 2019, the Company had reserved common stock for future issuances as follows:
Exercise of options under stock plan
Issuance of options and restricted stock units under stock plan
Issuance of common stock under employee stock purchase plan
Common Stock Warrants
December 31,
2020
2019
4,237,828
1,790,687
632,377
6,660,892
4,310,790
1,554,690
372,352
6,237,832
In connection with the IPO, the common stock warrants were cash, or net exercised based on the IPO price of $20.00 per share into 5,968
shares of common stock. As of December 31, 2020 and 2019, the Company does not have any common stock warrants outstanding.
10. Stock Option Plans
In 2007, the Company established its 2007 Stock Option Plan which provided for the granting of stock options to employees, directors and
consultants of the Company. In connection with its acquisition of NeuroCo in December 2018, the Company also assumed NeuroCo’s 2015
Equity Incentive Plan. In March 2019, the Company's Board of Directors approved the termination of the 2007 Stock Option Plan and the
NeuroCo 2015 Equity Incentive Plan and the adoption of the 2019 Equity Incentive Plan, or the 2019 Plan, which became effective immediately
prior to the Company's IPO. The 2019 Plan provides for the grant of ISOs to employees and for the grant of NSOs, restricted stock, restricted
stock units, stock appreciation rights, performance units and performance shares to employees, directors and consultants. A total of 2,317,000
shares of common stock were initially reserved for issuance pursuant to the 2019 Plan. In addition, the shares reserved for issuance under the
2019 Plan will also include shares reserved but not issued under the 2007 Stock Option Plan, plus any share awards granted under the 2007
Stock Option Plan that expire or terminate without having been exercised in full or that are forfeited or repurchased. In addition, the number of
shares available for issuance under the 2019 Plan will also include an annual increase on the first day of each fiscal year, equal to the lesser of
(i) 3,000,000 shares; (ii) 4.0% of the outstanding shares of common stock as of the last day of the immediately preceding fiscal year; or (iii) an
amount as determined by the Board of Directors. As of December 31, 2020, the Company has reserved 3,635,009 shares of common stock for
issuance under the 2019 Plan.
A summary of the shares available for issuance under the 2007 Stock Option Plan, NeuroCo 2015 Equity Incentive Plan and 2019 Plan, or the
Plans, is as follows:
126
Table of Contents
Balances, December 31, 2017
Authorized
Granted
Canceled
Balances, December 31, 2018
Authorized
Granted
Canceled
Balances, December 31, 2019
Authorized
Granted/Awarded
Cancelled
Balances, December 31, 2020
Number of Shares
328,290
223,664
(629,716)
135,651
57,889
2,317,000
(848,023)
27,824
1,554,690
1,250,210
(1,079,883)
65,670
1,790,687
The exercise price of ISOs and NSOs shall not be less than 100% and 85%, respectively, of the estimated fair value of the shares on the date
of grant as determined by the Board of Directors. The exercise price of ISOs and NSOs granted to a 10% stockholder shall not be less than
110% of the estimated fair value of the shares on the date of grant as determined by the Board of Directors. To date, options have a term of ten
years and generally vest over 4 years from the date of grant.
Stock option activity under the Company's Plans is set forth below:
Options Outstanding
Number of Shares
Weighted
Average
Exercise Price
3.09
6.51
1.50
1.56
3.79
22.77
1.77
8.71
7.91
40.67
3.42
23.32
16.56
8.48
16.56
4,308,890 $
629,716 $
(438,578) $
(135,651) $
4,364,377 $
848,023 $
(873,786) $
(27,824) $
4,310,790 $
1,010,843 $
(1,018,779) $
(65,026) $
4,237,828 $
2,392,563 $
4,237,828 $
Weighted
Average
Remaining
Contractual Term
(in Years)
Aggregate Intrinsic
Value (in
thousands)
7.81 $
5,073
7.36 $
33,132
7.27 $
140,234
7.38 $
6.53 $
7.38 $
197,407
130,417
197,407
Balances, December 31, 2017
Options granted
Options exercised
Options cancelled
Balances, December 31, 2018
Options granted
Options exercised
Options cancelled
Balances, December 31, 2019
Options granted
Options exercised
Options cancelled
Balances, December 31, 2020
Vested and exercisable at December 31, 2020
Vested and expected to vest at December 31, 2020
127
Table of Contents
The aggregate intrinsic value of options exercised during the years ended December 31, 2020, 2019 and 2018 was $47,861,000, $24,867,000
and $787,000, respectively. The aggregate intrinsic value was calculated as the difference between the exercise prices of the underlying options
and the estimated fair value of the common stock on the date of exercise. The weighted-average grant date fair value of options granted during
the years ended December 31, 2020, 2019 and 2018 was $18.22, $10.17 and $2.93 per share, respectively. The total fair value of options
vested during the years ended December 31, 2020, 2019 and 2018 was $5,138,000, $2,221,000 and $569,000, respectively, based on the
grant date fair value.
The following table summarizes information about stock options outstanding and vested as of December 31, 2020:
Exercise Price
$1.35 - $3.16
$4.73 - $7.10
$8.27 - $12.41
$20.00 - $30.00
$30.93 - $46.40
$47.20 - $70.80
Restricted Stock Units
Options Outstanding
1,214,279
722,615
564,188
656,009
771,966
308,771
4,237,828
Options Outstanding
Weighted Average
Remaining
Contractual Term (in
Years)
Options Vested
Weighted Average
Exercise Price
Number Exercisable
Weighted Average
Exercise Price
5.45 $
7.17 $
7.08 $
8.26 $
9.21 $
9.53 $
7.38 $
1.97
5.64
11.67
20.00
33.50
58.86
16.56
1,128,865 $
443,670 $
394,727 $
270,305 $
136,151 $
18,845 $
2,392,563 $
1.88
5.69
11.81
20.00
33.76
51.99
8.48
In March 2020, the Company began granting restricted stock units, or RSUs, under the 2019 Plan. RSUs generally vest over four years in
annual equal increments, no RSUs vested during the year ended December 31, 2020. The fair value of RSUs is based on the Company’s
closing stock price on the date of grant. A summary of RSUs activity for the year ended December 31, 2020 is as follows:
Balances, December 31, 2019
Restricted stock granted
Restricted stock vested
Restricted stock forfeited
Balances, December 31, 2020
Expected to vest at December 31, 2020
2019 Employee Stock Purchase Plan
Number of Restricted Stock
Units
Weighted Average Grant
Date Fair Value
—
69,040 $
—
(644) $
68,396 $
68,396 $
46.14
44.62
46.16
46.16
In March 2019, the Company's Board of Directors adopted the 2019 Employee Stock Purchase Plan, or the 2019 ESPP, under which eligible
employees are permitted to purchase common stock at a discount through payroll deductions. A total of 434,000 shares of common stock were
initially reserved for
128
Table of Contents
issuance and is increased on the first day of each fiscal year by an amount equal to the lesser of (i) 1,200,000 shares (ii) 1.0% of the
outstanding shares of common stock as of the last day of the immediately preceding fiscal year; or (iii) an amount as determined by the Board
of Directors. As of December 31, 2020, the Company has reserved 746,552 shares of common stock for issuance under the 2019 ESPP. The
price of the common stock purchased will be the lower of 85% of the fair market value of the common stock at the beginning of an offering
period or at the end of a purchase period. The 2019 ESPP was effective upon adoption by the Company's Board of Directors but was not in use
until the completion of the Company's IPO in April 2019. The 2019 ESPP is intended to qualify as an "employee stock purchase plan" within the
meaning of Section 423 of the Internal Revenue Code of 1986, as amended.
As of December 31, 2020, 114,175 shares of common stock have been issued to employees participating in the 2019 ESPP and 632,377
shares were available for future issuance under the 2019 ESPP.
Stock-Based Compensation
The Company estimated the fair value of stock options using the Black–Scholes option pricing model. The fair value of employee and
nonemployee stock options is being amortized on a straight–line basis over the requisite service period of the awards. The fair value of
employee and nonemployee stock options was estimated using the following assumptions for the years ended December 31, 2020, 2019 and
2018:
Expected term (in years)
Expected volatility
Risk-free interest rate
Dividend yield
2020
5.25 - 6.25
43.0% - 50.3%
0.32% - 1.41%
—%
Year Ended December 31,
2019
5.00 - 6.25
42.4% - 42.9%
1.47% - 2.54%
—%
2018
5.00 - 6.25
38.0% - 38.8%
2.68% - 2.98%
—%
Prior to completion of the Company's IPO, the fair value of common stock was determined by the Company’s Board of Directors, who
considered, among other things, contemporaneous valuations of the Company’s common stock prepared by an unrelated third-party valuation
firm in accordance with the guidance provided by the American Institute of Certified Public Accountants Practice Guide, Valuation of Privately-
Held-Company Equity Securities Issued as Compensation. For stock options granted after the completion of the IPO, the fair value of the
underlying common stock is based on the closing price of the Company's common stock on The NASDAQ Global Market on the date of grant.
The expected term of stock options represents the weighted-average period the stock options are expected to remain outstanding. The
Company does not have sufficient historical exercise and post-vesting termination activity to provide accurate data for estimating the expected
term of options and has opted to use the “simplified method,” whereby the expected term equals the arithmetic average of the vesting term and
the original contractual term of the option. The expected stock price volatility assumption was determined by examining the historical volatilities
for industry peers, as the Company does not have sufficient trading history for the Company’s common stock. The Company will continue to
analyze the historical stock price volatility and expected term assumption as more historical data for the Company’s common stock becomes
available. The risk-free interest rate assumption is based on the U.S. Treasury instruments whose term was consistent with the expected term
of the Company’s stock options. The expected dividend assumption is based on the Company’s history and expectation of dividend payouts.
Effective January 1, 2018, the Company made an accounting policy election to account for forfeitures as they occur.
129
Table of Contents
The fair value of the shares to be issued under the Company’s 2019 ESPP was estimated using the Black-Scholes valuation model with the
following assumptions for the years ended December 31, 2020 and 2019:
Expected term (in years)
Expected volatility
Risk-free interest rate
Dividend yield
Year Ended December 31,
2020
0.50
44.4% - 76.4%
0.10% - 1.58%
—%
2019
0.50 - 0.63
44.4% - 47.8%
1.58% - 2.45%
—%
The following table summarizes the total stock-based compensation expense included in the statements of operations for all periods presented
(in thousands):
Cost of goods sold
Research and development expenses
Selling, general and administrative expenses
2020
Year Ended December 31,
2019
2018
$
$
339 $
1,110
5,777
7,226 $
179 $
426
2,372
2,977 $
51
256
604
911
As of December 31, 2020, there was total unrecognized compensation costs of $20,188,000 related to stock options expected to be recognized
over a period of approximately 3.02 years, a total of $2,716,000 of unrecognized compensation costs related to unvested RSUs expected to be
recognized over a period of approximately 3.48 years and $295,000 related to the ESPP, which the Company will recognize over 0.38 years.
11. Income Taxes
The components of income before taxes are as follows (in thousands):
United States
International
2020
Year Ended December 31,
2019
2018
$
$
(47,365) $
—
(47,365) $
(52,415) $
—
(52,415) $
(37,630)
—
(37,630)
130
Table of Contents
A reconciliation of the statutory U.S. federal rate to the Company’s effective tax rate is as follows (in thousands):
Tax at federal statutory rate
State taxes, net of federal benefit
Permanent differences
Loss on Series C warrant liability
Change in valuation allowance
General business credits
Other
Provision for income taxes
2020
Year Ended December 31,
2019
2018
$
$
(9,947) $
(1,958)
(8,489)
—
22,164
(1,268)
(491)
11 $
(11,007) $
(2,270)
(4,731)
5,330
12,797
(319)
208
8 $
(7,902)
(1,582)
289
2,500
6,197
136
376
14
The Company's provision for income taxes are included within other income (expense) on the statements of operations and comprehensive
loss.
Significant components of the Company’s net deferred tax assets as of December 31, 2020 and 2019 consist of the following (in thousands):
Deferred tax assets:
Net operating loss carryforwards
Research and development credits
Capitalized start-up costs/Intangibles
Accruals and reserves
Property and equipment
Stock-based compensation
Operating lease liability
Interest limitation
Total deferred tax assets
Less: Valuation allowance
Deferred tax liabilities:
Operating lease asset
Property and equipment
Total deferred tax liabilities
Net deferred tax assets
December 31,
2020
2019
$
63,069 $
7,191
8
2,337
—
1,859
935
813
76,212
(75,289)
(707)
(216)
(923)
$
— $
44,574
5,287
11
2,227
188
568
1,133
—
53,988
(53,126)
(862)
—
(862)
—
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the
deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable
income during the periods in which those temporary differences become deductible. Management believes it is more likely than not that the
deferred tax assets will not be realized; accordingly, a valuation allowance has been established on U.S.
131
Table of Contents
net deferred tax assets. The valuation allowance increased $22,163,000 during the year ended December 31, 2020 and increased by
$12,826,000 during the year ended December 31, 2019.
As of December 31, 2020, the Company had net operating loss carryforwards of approximately $241,908,000 and $209,771,000 for federal and
state income tax purposes, respectively. The federal and state net operating loss carryforwards begin to expire in 2027 and 2028, respectively.
Federal NOL carryforwards generated in tax years beginning in 2018 are not subject to expiration. Federal NOLs that arose on or after January
1, 2018 can be carried forward indefinitely against future income, but can only be used to offset a maximum of 80% of the Company's federal
taxable income in any year.
The federal and state net operating loss carryforwards may be subject to significant limitations under Section 382 and Section 383 of the
Internal Revenue Code and similar provisions under state law. Federal tax legislation enacted in December 2017, commonly known as the Tax
Cuts and Jobs Act, contains provisions that limit the federal net operating loss carryforwards that may be used in any given year in the event of
special occurrences, including significant ownership changes. A Section 382 “ownership change” generally occurs if one or more stockholders
or groups of stockholders, who own at least 5% of the Company’s stock, increase their ownership by more than 50 percentage points over their
lowest ownership percentage within a rolling three-year period. The Company may have previously experienced, and may in the future
experience, one or more Section 382 “ownership changes,” including in connection with the Company’s initial public offering. If so, the Company
may lose some or all of the tax benefits of its NOLs and tax credits. The extent of such limitations for prior years, if any, has not yet been
formally determined.
At December 31, 2020, the Company had $6,275,000 and $3,463,000 of federal and state research and development credit carryforwards,
respectively. If not utilized, the federal credits will expire beginning in 2027. The California Research and Development credits can be carried
forward indefinitely.
As of December 31, 2020, the Company had $2,019,000 of unrecognized tax benefits. The Company does not have any tax positions for which
it is reasonably possible that the total amount of gross unrecognized would increase or decrease within twelve months of the year ended
December 31, 2020. If recognized, $0 would affect the effective tax rate.
The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. There was no such expense recorded
during the years ended December 31, 2020, 2019 and 2018.
A reconciliation of the unrecognized tax benefits from January 1, 2018 to December 31, 2020 is as follows (in thousands):
Balance at the beginning of year
Increases related to current years’ tax positions
Increases related to prior years’ tax positions
Balance at end of year
2020
December 31,
2019
2018
$
$
1,436 $
342
241
2,019 $
1,348 $
88
—
1,436 $
615
118
615
1,348
The Company currently has no federal or state tax examinations in progress nor has it had any federal or state tax examinations since its
inception. As a result of the Company’s net operating loss carryforwards, all of its tax years are subject to federal and state tax examination.
132
Table of Contents
12. Acquisition of Variable Interest Entity - NeuroCo
In December 2014, the Board of Directors of the Company approved the sale of certain intellectual property of Silk Road Medical, Inc., to a
newly incorporated entity, NeuroCo, Inc. In consideration for the intellectual property, a promissory note was executed between the two parties
for the principal sum of $498,000 with an interest rate of 2.74% per annum, payable on the earlier of 10 years from the date of promissory note,
or upon the occurrence of an event of default. The intellectual property transfer was recorded at its carrying value of zero as of December 31,
2014. During 2015 NeuroCo issued $154,000 in common stock to stockholders of the Company. During the year ended December 31, 2018,
NeuroCo issued common stock upon the exercise of stock options. These common stock issuance amounts, as they are related to non-
controlling investors, were reported as non-controlling interests in subsidiary in the Company’s financial statements and are offset by NeuroCo
losses consolidated by the Company.
Additionally, NeuroCo incurred research and development related expenses paid for by the Company which were added into the original
promissory note.
The Company had identified NeuroCo as a VIE of which the Company is the primary beneficiary. Pursuant to the accounting guidance for
consolidating VIEs the main consideration was given to the fact that the amount of total equity investment at risk is not sufficient to permit
NeuroCo to finance its activities without additional subordinated financial support. Additionally, NeuroCo and Silk Road Medical had the same
Board of Directors and senior management composition, determining the Company to have the power to direct the activities that most
significantly impact NeuroCo’s economic performance and the obligation to absorb losses and the right to receive benefits. Accordingly, the
financial results of NeuroCo were included in the Company’s financial statements.
On December 17, 2018, the Company and NeuroCo entered into the Agreement and Plan of Merger (the “Merger Agreement”) pursuant to
which the Company acquired all assets and assumed all liabilities of NeuroCo (the “Merger”). The Merger closed on the same day (the
“Closing”) and was consummated through a stock-for-stock transaction based on the relative values of the Company’s and NeuroCo’s equity. In
consideration for 100% equity interest of NeuroCo, the Company issued 33,462 shares of its common stock and the above promissory note in
the amount of approximately $1,600,000 as of the Closing was settled and canceled. As a result of the Merger, NeuroCo merged into the
Company with the Company being the surviving corporation.
As the Company already controlled and consolidated NeuroCo and retained the control over NeuroCo’s business after the Merger, the
Company accounted for the acquisition of equity interest in NeuroCo as an equity transaction. Therefore, the Company did not recognize a gain
or loss in its net loss or comprehensive loss for acquisition of NeuroCo. As the carrying amount of the non-controlling interest as of the Closing
was zero, the Company recorded the consideration paid as a decrease to the Company’s additional paid-in capital within stockholder’s equity.
As part of the Merger, the Company assumed NeuroCo’s 2015 Equity Incentive Plan (the “NeuroCo Plan”) along with all of NeuroCo’s rights
and obligations under the NeuroCo Plan, except that the number of shares and exercise price of the assumed options have been adjusted
based on the Merger exchange ratio of the Company’s common stock and NeuroCo’s common stock. Similarly, the Company assumed
outstanding warrants to purchase NeuroCo’s common stock such that the number of shares and exercise price of the assumed warrants have
been adjusted based on the Merger exchange ratio of the Company’s common stock and NeuroCo’s common stock. The options and warrants
to purchase shares of the Company’s common stock were fully vested upon issuance, as they were replacing fully vested options and warrants
to purchase NeuroCo common stock.
133
Table of Contents
13. 401(k) Plan
The Company has a qualified retirement plan under section 401(k) of the Internal Revenue Code (“IRC”) under which participants may
contribute up to 90% of their eligible compensation, subject to maximum deferral limits specified by the IRC. The Company may make a
discretionary matching contribution to the 401(k) plan and may make a discretionary employer contribution to each eligible employee each year.
Through December 31, 2019, the Company has made no contributions to the 401(k) plan. Beginning in January 2020, the Company started
matching employees' contributions to the 401(k) plan at 50% of the first 5% of compensation deferred to the 401(k) plan. The Company's
matching contributions were $959,000 for the year ended December 31, 2020.
14. Subsequent Events
2019 Equity Incentive Plan
In January 2021, the number of shares of common stock authorized for issuance under the 2019 Plan was automatically increased by
1,369,985 shares, which was ratified by the Company's Board of Directors in January 2021.
In February 2021, the Company’s Board of Directors approved the grant of options to purchase 19,305 shares of common stock under the 2019
Plan with an exercise price of $59.33 per share.
2019 Employee Stock Purchase Plan
In January 2021, the number of shares of common stock authorized for issuance under the 2019 ESPP was automatically increased by 342,496
shares, which was ratified by the Company's Board of Directors in January 2021.
Voluntary Recall
In January and February 2021, the Company announced the voluntary recall of certain lots of our ENROUTE Transcarotid Stent System,
manufactured by one of its third-party suppliers, Cordis. The decision to recall these lots was based on complaints received about tips
detaching from the stent delivery system as well as internal testing that the Company conducted. The Company believes the root cause of the
detachment was a single operator at Cordis, who, over a specific timeframe, produced lots in which a small number of units were not reliably
manufactured to specification.
As a result of the voluntary recall the Company reflected a current asset of $4,160,000 on its balance sheet as of December 31, 2020, relating
to the replacement lots and other direct costs to be received from Cordis. This amount includes $2,227,000 of recalled ENROUTE stent delivery
systems held in the Company's inventory as of December 31, 2020, $1,696,000 of ENROUTE stent delivery systems in the process of being
returned from its customers and other direct costs of $237,000. In addition, the Company established an accrual of $1,696,000 relating to its
obligation to provide replacement ENROUTE stent delivery systems to its customers as of December 31, 2020.
Employee Bonus to be Settled in Shares
On February 9, 2021, the Company's Compensation Committee of the Board of Directors approved that the bonus for certain employees would
partially be paid in RSUs. Actual shares were awarded to employees on February 26, 2021 as a fixed dollar amount converted to 14,952 fully
vested RSUs using the trailing 30-day average stock price.
134
Table of Contents
15. Quarterly Financial Information (unaudited)
The following table provides selected unaudited quarterly financial data for the years ended December 31, 2020, and 2019 (in thousands,
except per share data):
Revenue
Gross profit
Net loss
Net loss per share, basic and diluted
Revenue
Gross profit
Net loss
Net loss per share, basic and diluted
December 31, 2020
$
$
$
$
21,133 $
15,916 $
(16,756) $
(0.49) $
Three Months Ended
September 30, 2020
June 30, 2020
March 31, 2020
20,067 $
14,579 $
(10,315) $
(0.31) $
15,094 $
9,758 $
(10,353) $
(0.32) $
18,933
13,683
(9,941)
(0.32)
December 31, 2019
$
$
$
$
18,634 $
13,913 $
(8,291) $
(0.27) $
Three Months Ended
September 30, 2019
June 30, 2019
March 31, 2019
17,026 $
12,856 $
(8,007) $
(0.26) $
14,928 $
11,231 $
(11,959) $
(0.42) $
12,766
9,427
(24,158)
(20.12)
135
Table of Contents
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
136
Table of Contents
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer (our principal executive officer and
principal financial officer, respectively), evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2020. The
term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended, or the Exchange Act, refers to controls and other procedures of a company that are designed to ensure that information required to
be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that such information required to be disclosed by a company in the reports that it files or submits under the
Exchange Act is accumulated and communicated to a company's management, including its principal executive and principal financial officers,
or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
In designing and evaluating our disclosure controls and procedures, management recognizes that disclosure controls and procedures, no
matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and
procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its
judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any system of controls also is
based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or
the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a control system, misstatements
due to error or fraud may occur and not be detected.
Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that,
as of December 31, 2020, our disclosure controls and procedures were effective at the reasonable assurance level.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-
15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2020 based on
the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Based on that evaluation, management has concluded that our internal control over financial reporting was effective as of
December 31, 2020.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2020 has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.
137
Table of Contents
Remediation of Previously Identified Material Weaknesses in Internal Control over Financial Reporting
We previously identified and disclosed two material weaknesses in our internal control over financial reporting for the year ended December
31, 2017 relating to the following:
• We did not maintain a sufficient complement of resources with an appropriate level of accounting knowledge, experience, and training,
commensurate with our structure and financial reporting requirements.
• We did not appropriately design and implement controls over the review and approval of manual journal entries and the related
supporting journal entry calculations resulting in inappropriate segregation of duties over manual journal entries.
With the oversight of senior management and our audit committee, we began the implementation of certain of these measures in 2018 and
continued to develop remediation plans and implemented additional measures throughout 2019 and 2020. We have remediated the material
weaknesses through the following actions:
•
•
the hiring of personnel with technical accounting and financial reporting knowledge, experience, and training.
the implementation of accounting and financial reporting procedures and systems to improve the completeness, timeliness and
accuracy of our financial reporting and disclosures, including controls over manual journal entries.
Management has completed its design, testing and evaluation of the enhanced and newly implemented internal controls and determined
that as of December 31, 2020, the controls were designed and operating effectively and have been operating effectively for a sufficient period
for management to conclude that the material weaknesses have been remediated.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) that occurred during the three months ended December 31, 2020 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
Item 9B. Other Information
None.
138
Table of Contents
Item 10. Directors, Executive Officers and Corporate Governance
PART III
The information required by this item is incorporated by reference from our definitive Proxy Statement to be filed with the SEC in connection
with our 2021 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2020.
Item 11. Executive Compensation
The information required by this item is incorporated by reference from our definitive Proxy Statement to be filed with the SEC in connection
with our 2021 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2020.
139
Table of Contents
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated by reference from our definitive Proxy Statement to be filed with the SEC in connection
with our 2021 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2020.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated by reference from our definitive Proxy Statement to be filed with the SEC in connection
with our 2021 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2020.
Item 14. Principal Accounting Fees and Services
The information required by this item is incorporated by reference from our definitive Proxy Statement to be filed with the SEC in connection
with our 2021 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2020.
140
Table of Contents
Item 15. Exhibits and Financial Statement Schedule
(a)
Financial Statements.
PART IV
The financial statements included in "Index to Financial Statements" in Part II, Item 8 are filed as part of this registration statement on Form
10-K.
(b)
Financial Statement Schedule.
All other schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the financial
statements or notes thereto. The table below presents Schedule II, Valuation and Qualifying Accounts, detailing the activity of the allowance for
doubtful accounts receivable for the years ended December 31, 2020, 2019 and 2018 (in thousands):
Description
Allowance for doubtful accounts receivable:
Year ended December 31, 2020
Year ended December 31, 2019
Year ended December 31, 2018
(c)
Exhibits.
Balance at
Beginning of Year
Charged to
expenses
Write offs
Balance at End of
Year
$
$
$
45 $
22 $
149 $
(32) $
23 $
(123) $
— $
— $
4 $
13
45
22
See the Exhibit Index immediately preceding the signature page hereto for a list of exhibits filed as part of this registration statement on
Form 10-K, which Exhibit Index is incorporated herein by reference.
141
Filed/Furnished
Herewith
*
EXHIBIT INDEX
Incorporated by Reference
Exhibit
Number
3.1
3.2
4.1
4.2
4.3
4.4
4.5
10.1
10.2+
10.3+
10.4+
10.5+
10.6#
10.7#
10.8
10.9#
10.1
10.11
10.12
10.13+
10.14+
Exhibit Description
Amended and Restated Certificate of Incorporation of the registrant
Amended and Restated Bylaws of the registrant
Specimen Common Stock Certificate of the registrant
Amended and Restated Registration Rights Agreement by and among the registrant
and certain stockholders, dated July 7, 2017
Amended and Restated Stockholders Agreement by and among the registrant and
certain stockholders, dated July 7, 2017
Amendment to the Amended and Restated Registration Rights Agreement, dated
March 21, 2019
Description of the registrant’s securities registered pursuant to Section 12 of the
Securities Exchange Act of 1934
Form of Indemnification Agreement for directors and executive officers
2007 Stock Plan, as amended, and related form agreement
2019 Employee Stock Purchase Plan and related form agreements
Executive Incentive Compensation Plan
2019 Equity Incentive Plan and related form agreements
Supply Agreement by and between the registrant and Cordis Corporation, dated
October 21, 2011, as amended by the Amendment dated March 12, 2012, the
Second Amendment to Supply Agreement dated July 12, 2012, the Third
Amendment to Supply Agreement dated April 19, 2013 and the Fourth Amendment
to Supply Agreement dated April 9, 2018
License Agreement by and between the registrant and Cordis Corporation, dated
December 17, 2010
Quality Assurance Agreement by and among the registrant and Lake Region
Medical and affiliates, dated May 4, 2015
Amended and Restated Manufacturing and Supply Agreement by and between the
registrant and Galt Medical Corporation, dated January 10, 2018
Term Loan Agreement by and among the registrant, certain affiliates of CRG
Partners III L.P. as lenders and certain subsidiary guarantors, dated October 13,
2015, as amended by Amendment No. 1 to Term Loan Agreement dated January 3,
2017, Amendment No. 2 to Term Loan Agreement dated June 22, 2017,
Amendment No. 3 to Term Loan Agreement dated November 30, 2017, Amendment
No. 4 to Term Loan Agreement dated June 25, 2018, Amendment No. 5 to Term
Loan Agreement dated September 4, 2018, Amendment No. 6 to Term Loan
Agreement dated November 14, 2018 and effective as of October 31, 2018, and
Amendment No. 7 to Term Loan Agreement dated June 11, 2019
Lease Agreement by and between the registrant and Hanover Properties Ltd., dated
November 30, 2017
Director Offer Letter for Donald Zurbay dated as of February 6, 2018
Confirmatory Employment Letter between the registrant and Erica Rogers, dated as
of March 21, 2019
Confirmatory Employment Letter between the registrant and Lucas Buchanan, dated
as of March 21, 2019
Form
8-K
8-K
S-1
S-1
S-1
S-1
S-1
S-1
S-1
S-1
S-1
S-1
S-1
S-1
S-1
S-1
S-1
S-1
S-1
S-1
File No.
001-38847
001-38847
333-233044
333-233044
333-233044
333-233044
333-233044
333-233044
333-233044
333-233044
333-233044
333-233044
333-233044
333-233044
333-233044
333-233044
Exhibit
3.1
3.2
4.1
4.2
4.3
4.4
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.1
Filing
Date
4/8/2019
4/8/2019
8/6/2019
8/6/2019
8/6/2019
8/6/2019
8/6/2019
8/6/2019
8/6/2019
8/6/2019
8/6/2019
8/6/2019
8/6/2019
8/6/2019
8/6/2019
8/6/2019
333-233044
10.11
8/6/2019
333-233044
333-233044
10.12
10.13
8/6/2019
8/6/2019
333-233044
10.14
8/6/2019
142
S-1
S-1
S-1
S-1
S-1
S-1
333-233044
10.15
8/6/2019
333-233044
10.16
8/6/2019
333-233044
10.17
8/6/2019
333-233044
10.18
8/6/2019
333-233044
10.19
8/6/2019
333-233044
10.2
8/6/2019
8-K/A
333-230045
10.1
11/4/2020
10.15+
10.16+
10.17+
10.18+
10.19+
10.20+
10.21
23.1
24.1
31.1
31.2
32.1
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
Confirmatory Employment Letter between the registrant and Richard Ruedy, dated
as of March 21, 2019
Confirmatory Employment Letter between the registrant and Andrew Davis, dated as
of March 21, 2019
Change in Control and Severance Agreement between the registrant and Erica
Rogers, dated as of March 21, 2019
Change in Control and Severance Agreement between the registrant and Lucas
Buchanan, dated as of March 21, 2019
Change in Control and Severance Agreement between the registrant and Richard
Ruedy, dated as of March 21, 2019
Change in Control and Severance Agreement between the registrant and Andrew
Davis, dated as of March 21, 2019
Loan and Security Agreement, dated as of October 29, 2020, by and between Silk
Road Medical, Inc. and Stifel Bank.
Consent of Independent Registered Public Accounting Firm
Power of Attorney
Certification of Principal Executive Officer pursuant to Securities Exchange Act
Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Certification of Principal Financial Officer pursuant to Securities Exchange Act Rules
13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
XBRL Instance Document
XBRL Taxonomy Extension Schema Document
XBRL Taxonomy Extension Calculation Linkbase Document
XBRL Taxonomy Extension Definition Linkbase Document
XBRL Taxonomy Extension Label Linkbase Document
XBRL Taxonomy Extension Presentation Linkbase Document
* Filed herewith.
** Furnished herewith.
+ Indicates a management contract or compensatory plan or arrangement.
# Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a grant of confidential treatment. The omitted information has been filed separately with the SEC.
*
*
*
*
**
*
*
*
*
*
*
143
Table of Contents
Item 16. Form 10-K Summary
Not applicable.
Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual
Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
Signatures
March 1, 2021
March 1, 2021
SILK ROAD MEDICAL, INC.
By:
By:
/s/ Erica J. Rogers
Erica J. Rogers
President, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Lucas W. Buchanan
Lucas W. Buchanan
Chief Operating Officer and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Erica J.
Rogers and Lucas W. Buchanan, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, with full power
of each to act alone, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to
sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, with full power of each to
act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith,
as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents,
or his or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed by
the following persons in the capacities and on the dates indicated:
144
Signature
Title
Date
/s/ Erica J. Rogers
Erica J. Rogers
/s/ Lucas W. Buchanan
Lucas W. Buchanan
/s/ Rick D. Anderson
Rick D. Anderson
/s/ Kevin J. Ballinger
Kevin J. Ballinger
/s/ Tony M. Chou
Tony M. Chou, M.D.
/s/ Jack W. Lasersohn
Jack W. Lasersohn
/s/ Elizabeth H. Weatherman
Elizabeth H. Weatherman
/s/ Donald J. Zurbay
Donald J. Zurbay
President, Chief Executive Officer and Director
(Principal Executive Officer)
Chief Operating Officer and Chief Financial Officer
(Principal Financial Officer)
Director
Director
Director
Director
Director
Director
145
March 1, 2021
March 1, 2021
March 1, 2021
March 1, 2021
March 1, 2021
March 1, 2021
March 1, 2021
March 1, 2021
Exhibit 4.5
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES
EXCHANGE ACT OF 1934
Silk Road Medical, Inc. (the “Company”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended:
our common stock, par value $0.001 per share.
As used in this summary, the terms “Silk Road Medical,” “the Company,” “we,” “our” and “us” refer to Silk Road Medical, Inc.
Description of Common Stock
The following is a description of the material terms and provisions relating to our common stock. The following description is a summary that is not complete
and is subject to and qualified in its entirety by reference to our amended and restated certificate of incorporation and our amended and restated bylaws, and to
provisions of the Delaware General Corporation Law. Copies of our amended and restated certificate of incorporation and our amended and restated bylaws,
each of which may be amended from time to time, are included as exhibits to the Annual Report on Form 10-K to which this description is an Exhibit.
Voting Rights
Each holder of our common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of
directors. Our stockholders do not have cumulative voting rights in the election of directors. Accordingly, holders of a majority of the voting shares are able to
elect all of the directors.
Dividends
Subject to preferences that may be applicable to any then outstanding convertible preferred stock, holders of our common stock are entitled to receive
dividends, if any, as may be declared from time to time by our board of directors out of legally available funds.
Liquidation
In the event of our liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably in the net assets legally
available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to
the holders of any then outstanding shares of convertible preferred stock.
Rights and Preferences
Holders of our common stock have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund provisions
applicable to our common stock.
Fully Paid and Nonassessable
All of our outstanding shares of common stock are fully paid and nonassessable.
1
Exhibit 4.5
Anti-Takeover Effects or Provisions of our Amended and Restated Certificate of Incorporation, our Amended and Restated Bylaws and
Delaware Law
Some provisions of Delaware law and our amended and restated certificate of incorporation and our amended and restated bylaws that are in effect
contain provisions that could make the following transactions more difficult: acquisition of us by means of a tender offer; acquisition of us by means of a
proxy contest or otherwise; or removal of our incumbent officers and directors. It is possible that these provisions could make it more difficult to accomplish
or could deter transactions that stock holders may otherwise consider to be in their best interest or in our best interests, including transactions that might result
in a premium over the market price for our shares.
These provisions, summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also
designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of increased
protection of our potential ability to negotiate with the proponent of a non-friendly or unsolicited proposal to acquire or restructure us outweigh the
disadvantages of discouraging these proposals because negotiation of these proposals could result in an improvement of their terms.
Delaware Anti-Takeover Statute
We are subject to Section 203 of the General Corporation Law of the State of Delaware, which prohibits a Delaware corporation from engaging in
any business combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder,
with the following exceptions:
•
Before such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder
becoming an interested holder;
• Upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85%
of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock
outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (i) by persons who are directors and also
officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to
the plan will be tendered in a tender or exchange offer; or
• On or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of the
stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the
interested stockholder.
In general, Section 203 defines business combination to include the following:
• Any merger or consolidation involving the corporation and the interested stockholder;
• Any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;
•
Subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested
stockholder;
• Any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation
beneficially owned by the interested stockholder; or
2
Exhibit 4.5
•
The receipt by the interested stockholder of the benefit of any loss, advances, guarantees, pledges or other financial benefits by or through the
corporation.
In general, Section 203 defines interested stockholder as an entity or person beneficially owning 15% or more of the outstanding voting stock of the
corporation or any entity or person affiliated with or controlling or controlled by such entity or person.
Undesignated Preferred Stock
The ability to authorize undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights
or preferences that could impede the success of any attempt to acquire us. These and other provisions may have the effect of deterring hostile takeovers or
delaying changes in control or management of our company.
Special Stockholder Meetings
Our amended and restated bylaws provide that a special meeting of stockholders may be called only by our board of directors, the chairperson of our
board of directors, or our Chief Executive Officer or President. This provision might delay the ability of our stockholders to force consideration of a proposal
or for stockholders controlling a majority of our common stock to take any action, including the removal of directors.
Requirements for Advance Notification of Stockholder Nominations and Proposals
Our amended and restated bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for
election as directors, other than nominations made by or at the direction of the board of directors or a committee of the board of directors. Our amended and
restated bylaws also specify certain requirements regarding the form and content of a stockholder’s notice.
Advance Notice of Stockholder Business
If a stockholder is submitting a stockholder proposal related to the business of the company, such stockholder must: (i) be a stockholder of record at
the time notice is given, (ii) submit the notice in a timely manner, and (iii) such business must be of a proper matter for stockholder action in accordance with
our bylaws and applicable law. To be in proper written form, a stockholder’s notice related to the business of the company must contain the following items:
(i) a brief description of the business intended to be brought before the annual meeting, the text of the proposed business (including the text of any resolutions
proposed for consideration) and the reasons for conducting such business at the annual meeting, (ii) the name and address of the stockholder proposing such
business, (iii) the class and number of shares that are held of record or are beneficially held by the stockholder, (iv) whether and the extent to which any
hedging activities have been entered into by or on behalf of such stockholder with respect to our securities, (v) any material interest of the stockholder in such
business, (vi) a statement whether such stockholder will deliver a proxy statement or form of proxy to holders required under applicable law to carry the
proposal.
Advance Notice of Director Nominations
If a stockholder is submitting a nomination in connection with an annual meeting, such stockholder must: (i) be a stockholder of record at the time
notice if given, and (ii) submit the notice in a timely manner. To be in proper written form, a stockholder’s notice related to director nominations must contain
the following items with respect to each nominee: (i) the name, age, business address and residence address of the nominee, (ii) the principal occupation or
employment of the nominee, (iii) the class and number of shares of the company that are held of record or are beneficially owned by the nominee and any
derivative positions held or beneficially held by the nominee, (iv) whether and the extent to which any hedging activities have been entered into by or on
behalf of the nominee with respect to our securities, (v) a description of all arrangements or understandings between or among the stockholder, any nominee or
any other person or persons pursuant to which the nominations are to be made by the stockholder and (vi) a written statement executed by the nominee
acknowledging and representing that the nominee intends to serve a full term on our board of directors if elected. With respect to the stockholder, the notice
must contain the following items: (i) the name and address of the stockholder proposing such business, (ii) the class and number of shares that are held of
3
Exhibit 4.5
record or are beneficially held by the stockholder, (iii) whether and the extent to which any hedging activities have been entered into by or on behalf of such
stockholder with respect to our securities, (iv) any material interest of the stockholder in such business, and (v) a statement whether such stockholder will
deliver a proxy statement or form of proxy reasonably believed by such stockholder to be necessary to elect such nominee.
Elimination of Stockholder Action by Written Consent
Our amended and restated certificate of incorporation and our amended and restated bylaws eliminate the right of stockholders to act by written
consent without a meeting. As a result, a holder controlling a majority of our common stock would not be able to amend our amended and restated bylaws or
remove directors without holding a meeting of our stockholders called in accordance with our amended and restated bylaws.
Classified Board; Election and Removal of Directors
Our amended and restated certificate of incorporation and amended and restated bylaws authorizes only our board of directors to fill vacant
directorships, including newly created seats. In addition, the number of directors constituting our board of directors are permitted to be set only by a resolution
adopted by our board of directors. These provisions prevent a stockholder from increasing the size of our board of directors and then gaining control of our
board of directors by filling the resulting vacancies with its own nominees. This makes it more difficult to change the composition of our board of directors
but promotes continuity of management.
Our board of directors is divided into three classes. The directors in each class will serve for a three-year term, one class being elected each year by
our stockholders, with staggered three-year terms. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes
continuing for the remainder of their respective three-year terms. Because our stockholders do not have cumulative voting rights, our stockholders holding a
majority of the shares of common stock outstanding will be able to elect all of our directors up for election. In addition, our amended and restated certificate of
incorporation provides that directors may only be removed for cause. For more information on the classified board, see the section entitled “Management—
Board of Directors” in our Annual Report on Form 10-K to which this description is an Exhibit. This system of electing and removing directors may tend to
discourage a third party from making a tender offer or otherwise attempting to obtain control of us, because it generally makes it more difficult for
stockholders to replace a majority of the directors.
Exclusive Forum
Our amended and restated certificate of incorporation and bylaws provides that, unless we consent in writing to the selection of an alternative forum,
the sole and exclusive forum, to the fullest extent permitted by law, for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting
a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (3) any action asserting a claim
against the company or any director or officer of the company arising pursuant to any provision of the Delaware General Corporation Law, our amended and
restated certificate of incorporation or bylaws, or (4) any other action asserting a claim that is governed by the internal affairs doctrine shall be the Court of
Chancery of the State of Delaware or federal court located within the State of Delaware if the Court of Chancery does not have jurisdiction, in all cases subject
to the court’s having jurisdiction over indispensable parties named as defendants. A complaint asserting a cause of action under the Securities Act may be
brought in state or federal court. With respect to the Securities Exchange Act of 1934, or Exchange Act, only claims brought derivatively under the Exchange
Act would be subject to the forum selection clause described above. The enforceability of similar choice of forum provisions in other companies’ certificates
of incorporation and bylaws has been challenged in legal proceedings, and it is possible that, in connection with any action, a court could find the choice of
forum provisions contained in our amended and restated certificate of incorporation and bylaws to be inapplicable or unenforceable in such action. Although
we believe these provisions benefit us by providing increased consistency in the application of Delaware law for the specified types of actions and
proceedings, the provisions may have the effect of discouraging lawsuits against us or our directors and officers. Any person or entity purchasing or otherwise
acquiring any interest in our shares of common stock shall be deemed to have notice of and consented to this exclusive forum provision, but will not be
deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder.
4
Amendment of Charter Provisions
The amendment of any of the above provisions, except for the provision making it possible for our board of directors to issue preferred stock, would
require approval by holders of at least 66 2/3% of the voting power of our then outstanding voting stock.
The provisions of the Delaware General Corporation Law, our amended and restated certificate of incorporation and our amended and restated
bylaws may have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in
the market price of our common stock that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of
preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may
otherwise deem to be in their best interests.
Exhibit 4.5
Exchange Listing
Our common stock is quoted on The Nasdaq Global Market under the symbol “SILK.”
Transfer Agent
The transfer agent for our common stock is American Stock Transfer & Trust Company, LLC. The transfer agent’s address is 6201 15th Avenue,
Brooklyn, NY 11219.
5
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (No. 333-238007) and S-8 (No. 333-236841 and 333-230778)
of Silk Road Medical, Inc. of our report dated March 1, 2021 relating to the financial statements and financial statement schedule and the effectiveness of
internal control over financial reporting, which appears in this Form 10-K.
Exhibit 23.1
PricewaterhouseCoopers LLP
San Jose, California
March 1, 2021
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
Pursuant to
Securities Exchange Act Rules 13a-14(a) and 15d-14(a),
As Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Erica J. Rogers, certify that:
1 I have reviewed this Annual Report on Form 10-K of Silk Road Medical, Inc.;
Exhibit 31.1
2 Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3 Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4 The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)
and 15d-15(f)) for the registrant and we have:
a.
b.
c.
d.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5 The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent
functions):
a.
b.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
/s/ Erica J. Rogers
Erica J. Rogers
President, Chief Executive Officer and Director
(Principal Executive Officer)
Date: March 1, 2021
CERTIFICATION OF CHIEF FINANCIAL OFFICER
Pursuant to
Securities Exchange Act Rules 13a-14(a) and 15d-14(a),
As Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Lucas W. Buchanan, certify that:
1 I have reviewed this Annual Report on Form 10-K of Silk Road Medical, Inc.;
Exhibit 31.2
2 Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3 Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4 The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)
and 15d-15(f)) for the registrant and we have:
a.
b.
c.
d.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5 The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent
functions):
a.
b.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
/s/ Lucas W. Buchanan
Lucas W. Buchanan
Chief Operating Officer and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
Date: March 1, 2021
Exhibit 32.1
CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Silk Road Medical, Inc. (the “Company”) on Form 10-K for the fiscal year ended
December 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1. The Report, fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934,
as amended; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
/s/ Erica J. Rogers
Erica J. Rogers
President, Chief Executive Officer and Director
(Principal Executive Officer)
Date: March 1, 2021
/s/ Lucas W. Buchanan
Lucas W. Buchanan
Chief Operating Officer and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
Date: March 1, 2021