10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

(Mark One)

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

For the fiscal year ended December 31, 2020

OR

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

Commission File Number 001-38238

Venus Concept Inc.

(Exact name of Registrant as specified in its Charter)

Delaware	06-1681204
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

235 Yorkland Blvd. Suite 900

Toronto, Ontario M2J 4Y8

(877) 848-8430

(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	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	VERO	The Nasdaq Global Market

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. 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.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its 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 Exchange Act). YES ☐ NO ☒

As of June 30, 2020, (the last business day of the registrant’s most recently completed second quarter), the aggregate market value of Registrant’s common stock, par value $0.0001, held by non-affiliates of the Registrant was $49,700,811 based upon the closing price of $3.49 per share as reported for such date by the Nasdaq Global Market. Shares of the Registrant's common stock held by executive officers and directors of the Registrant and by certain stockholders who owned 10% or more of the outstanding common stock have been excluded because such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The number of shares of Registrant’s Common Stock outstanding as of March 25, 2021 was 53,971,951.

DOCUMENTS TO BE INCORPORATED BY REFERENCE

None.

Explanatory Note

This Amendment No. 1 on Form 10-K/A (this “Amendment”) to the Annual Report on Form 10-K of Venus Concept Inc. (the “Company”) for the fiscal year ended December 31, 2020, initially filed with the Securities and Exchange Commission (“SEC”) on March 29, 2021 (the “Original Filing”), is being filed to correct an administrative error in the Original Filing. The Original Filing did not include the correct signature page to the principal executive officer certification dated March 29, 2021 (the “CEO Certification”) filed as Exhibit 31.1 to the Original Filing.

This Amendment is being filed solely to correct the signature page to the CEO Certification. This Amendment includes Item 15 of Part IV of the Original Filing that includes (i) the corrected CEO Certification and (ii) as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer (together, the “New Certifications”) pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.

Except for the foregoing amended information, this Amendment does not amend or update any other information contained in the Original Filing. This Amendment does not reflect events occurring after the filing of the Form 10-K (i.e., occurring after March 29, 2021) or modify or update those disclosures that may be affected by subsequent events. Therefore, this Amendment should be read together with other documents that the Company has filed with the SEC subsequent to the filing of the Original Filing. Information in such reports and documents updates and supersedes certain information contained in the Original Filing.

PART IV

Item 15. Exhibits, Consolidated Financial Statement Schedules.

(a) The following documents are filed as part of this report:

3. Exhibits

See the Exhibit Index immediately preceding the signature page of this Annual Report on Form 10-K.

EXHIBIT INDEX

Exhibit Number	Exhibit Description	Form	Date	Number	Filed Herewith
2.1	Agreement and Plan or Merger and Reorganization, dated March 15, 2019, by and among Restoration Robotics, Inc., Radiant Merger Sub Ltd., and Venus Concept Ltd.	8-K	3-15-19	2.1
2.2	Amendment No. 1, dated August 14, 2019, to the Agreement and Plan of Merger and Reorganization, dated March 15, 2019, by and among Restoration Robotics, Inc., Radiant Merger Sub Ltd., and Venus Concept Ltd.	8-K	8-20-19	2.1
2.3	Second Amendment to the Agreement and Plan of Merger and Reorganization, dated as of October 31, 2019, by and among Restoration Robotics, Inc., Radiant Merger Sub Ltd. and Venus Concept Ltd.	8-K	10-31-19	2.1
2.4	Master Asset Purchase Agreement between Venus Concept Ltd., the Neograft entities, Medicamat and Miriam Merkur, dated January 26, 2018.	10-K	3-30-20	2.4
3.1	Amended and Restated Certificate of Incorporation of Restoration Robotics, Inc.	8-K	10-17-17	3.1
3.2	Certificate of Amendment of Certificate of Incorporation of Restoration Robotics, Inc.	8-K	11-7-19	3.1
3.3	Second Amended and Restated Bylaws of Venus Concept Inc.	8-K	11-7-19	3.2
4.1	Description of Securities.	10-K	3-29-21	4.1
4.2	Form of Common Stock Certificate.	S-1/A	9-18-17	4.2
4.3	Form of 2020 Warrant.	10-K	3-29-21	4.3
4.4	Amendment to 2019 Warrant.	8-K	3-10-20	4.1
4.5	Form of 2019 Warrant.	8-K	11-7-19	4.1
4.6	Form of Madryn Warrant.	8-K	11-7-19	4.2
4.7	Form of Warrant to Purchase Stock, dated November 7, 2019, by and between Venus Concept Inc. and Solar Capital Ltd.	8-K	11-7-19	4.3
4.8	Form of Warrant to Purchase Stock, dated November 2, 2018, by and between Restoration Robotics, Inc. and Solar Capital Ltd.	10-K	3-20-19	4.10
4.9	Form of Warrant to Purchase Stock, dated May 19, 2015, by and between Restoration Robotics, Inc. and Oxford Finance LLC.	10-K	3-30-20	4.9
4.10	Form of Warrant to Purchase Stock, dated November 2, 2018, by and between Restoration Robotics, Inc. and Western Alliance Bank.	10-K	3-30-20	4.10
4.11	Form of Warrant to Purchase Stock, dated November 2, 2018, by and between Restoration Robotics, Inc. and SUNS SPV LLC.	10-K	3-30-20	4.11
4.12	Securities Purchase Agreement, dated as of March 18, 2020, by and between Venus Concept Inc. and the investors listed therein.	10-K	3-30-20	4.12
4.13	Registration Rights Agreement, dated as of March 18, 2020, by and between Venus Concept Inc. and the investors listed therein.	10-K	3-30-20	4.13
4.14	Amended and Restated Investors’ Rights Agreement, dated February 7, 2013, by and among Restoration Robotics, Inc. and the investors listed therein, as amended.	S-1	9-1-17	10.10
10.1	Registration Rights Agreement, dated November 7, 2019, by and between Venus Concept Inc. and the investors listed therein.	8-K	11-7-19	10.2
10.2	Registration Rights Agreement, dated November 7, 2019, by and between Venus Concept Inc. and the investors listed therein.	8-K	11-7-19	10.15

Exhibit Number	Exhibit Description	Form	Date	Number	Filed Herewith
10.3	Registration Rights Agreement, dated as of June 16, 2020, by and between Venus Concept Inc. and Lincoln Park Capital Fund, LLC.	8-K	6-16-20	10.2
10.4	Second Amended and Restated Loan Agreement, dated March 20, 2020, by and among Venus Concept USA Inc., Venus Concept Canada Corp., Venus Concept Inc. and City National Bank of Florida.	8-K	3- 24-20	10.1
10.5	Second Amended and Restated Guaranty of Payment and Performance, dated as of March 20, 2020, by and between Venus Concept USA Inc., Venus Concept Canada Corp., Venus Concept Inc., and City National Bank of Florida.	8-K	3- 24-20	10.2
10.6	Third Amended and Restated Revolving Promissory Note, dated as of March 20, 2020, by and between Venus Concept USA Inc., Venus Concept Canada Corp., Venus Concept Inc., and City National Bank of Florida.	8-K	3- 24-20	10.3
10.7	Security Agreement, dated as of March 20, 2020, by and between Venus Concept Inc. and City National Bank of Florida.	8-K	3- 24-20	10.4
10.8†	License Agreement, dated July 25, 2006 by and between Restoration Robotics, Inc., James A. Harris, M.D. and HSC Development LLC.	S-1/A	9-22-17	10.7
10.9†	First Amendment to License Agreement, dated January 5, 2009, by and between Restoration Robotics, Inc., James A. Harris, M.D. and HSC Development LLC.	S-1/A	9-22-17	10.8
10.10†	Second Amendment to License Agreement, dated February 23, 2015, by and between Restoration Robotics, Inc., James A. Harris, M.D. and HSC Development LLC.	S-1/A	9-22-17	10.9
10.11#	Venus Concept Inc. 2019 Incentive Award Plan.	8-K	11-7-19	10.21
10.12#	Form of Stock Option Grant Notice and Stock Option Agreement under the 2019 Incentive Award Plan.	10-K	3-30-20	10.24
10.13#	2017 Incentive Award Plan.	S-8	10-17-17	99.7
10.14#	Form of Stock Option Grant Notice and Stock Option Agreement under the 2017 Incentive Award Plan.	S-1/A	9-18-17	10.26
10.15#	Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement under the 2017 Incentive Award Plan.	S-1/A	9-18-17	10.27
10.16#	Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2017 Incentive Award Plan.	S-1/A	9-18-17	10.28
10.17#	2017 Employee Stock Purchase Plan.	S-8	10-17-17	99.11
10.18#	Non-Employee Director Compensation Program.	S-1/A	9-18-17	10.35
10.19#	2015 Equity Incentive Plan.	S-8	10-17-17	99.4
10.20#	Form of Stock Option Grant Notice and Stock Option Agreement under 2015 Equity Incentive Plan.	S-1	9-1-17	10.23
10.21#	Form of Stock Purchase Right Grant Notice and Restricted Stock Purchase Agreement under 2015 Equity Incentive Plan.	S-1	9-1-17	10.24
10.22#	Venus Concept Ltd. 2010 Israeli Employee Share Option Plan.	8-K	11-7-19	10.20
10.23#	Employment Agreement by and between Venus Concept Ltd. and Domenic Serafino, effective January 1, 2016.	8-K	11-7-19	10.16
10.24#	Employment Agreement by and between Venus Concept Ltd. and Domenic Della Penna, effective September 5, 2017.	8-K	11-7-19	10.17
10.25#	Employment Agreement by and between Venus Concept UK, Ltd. and Søren Maor Sinay, effective August 6, 2019.	8-K	11-7-19	10.18
10.26#	Employment Agreement, dated January 24, 2020, by and between Chad A. Zaring and Venus Concept Inc.	8-K	1-30-20	10.1
10.27#	Form of Indemnification Agreement between Venus Concept Inc. and each of its directors and executive officers.	8-K	11-7-19	10.19
10.28	Lease Agreement, dated April 16, 2012, by and between Legacy Partners I San Jose, LLC and Restoration Robotics, Inc.	S-1	9-1-17	10.5
10.29	First Amendment to Lease Agreement, dated April 27, 2016, by and between G&I VIII Baytech LP and Restoration Robotics, Inc. and Tenant Estoppel Certificate, dated March 30, 2017, acknowledging Bridge III CA Alviso Tech Park, LLC as successor-in-interest to Landlord thereto.	S-1	9-1-17	10.6
10.30	Second Amendment to Lease Agreement, dated November 7, 2019, by and between Bridge III CA Alviso Tech Park, LLC and Venus Concept Inc.	10-K	3-30-20	10.48

Exhibit Number	Exhibit Description	Form	Date	Number	Filed Herewith
10.31	Lease between 235 Investment Limited, Venus Concept Canada Corp and Venus Concept Ltd, dated March 29, 2019.	10-K	3-30-20	10.49
10.32	Assumption and Amendment Agreement by and between Venus Concept USA Inc., and Jack Fisher ND., dated as of February 8, 2018.	10-K	3-30-20	10.50
10.33†	Head of Medical Advisory Board Agreement by and between Venus Concept Ltd. and Dr. Neil Sadick, dated as of June 1, 2016, as amended by 1st Amendment to Head of Medical Advisory Board Agreement, dated as of September 24, 2018.	10-K	3-30-20	10.51
10.34†	Quality Agreement, dated November 19, 2017, by and between Venus Concept Ltd. and R.H. Technologies Ltd.	10-K	3-30-20	10.53
10.35†	Quality Agreement, dated October 11, 2011, by and between Venus Concept Ltd. and USR Electronnic Systems Ltd. (signed December 3, 2017).	10-K	3-30-20	10.54
10.36†	Turn-Key Project Manufacturing Agreement, dated March 23, 2014, by and between Venus Concept Ltd. and USR Electronnic Systems Ltd.	10-K	3-30-20	10.55
10.37	Quality Agreement, dated July 13/17 2018, by and between Venus Concept Ltd. and Electronique du Mazet.	10-K	3-30-20	10.56
10.38	Intellectual Property Rights Assignment, dated February 15, 2018, by and between Venus Concept Ltd. and Electronique du Mazet.	10-K	3-30-20	10-57
10.39	Consent to Transfer Confidentiality and Nonsolicitation Subcontracting Agreement, dated February 1, 2018, by and between Venus Concept Ltd. and Societe de Promotion et d'Equipement Medical Medicamat.	10-K	3-30-20	10-58
10.40	Manufacturing Agreement for Consumables, dated October 26, 2018, by and between NPI Solutions and Restoration Robotics, Inc.	10-K	3-30-20	10-59
10.41	SBA Payroll Protection Program Note dated April 21, 2020, by Venus Concepts Inc. and in favor of City National Bank of Florida.	8-K	4-30-20	10.2
10.42	Purchase Agreement, dated as of June 16, 2020, by and between Venus Concept Inc. and Lincoln Park Capital Fund, LLC	8-K	6-16-20	10.1
10.43	Third Amended and Restated Loan Agreement dated as of December 9, 2020, by and among the Company, Venus Concept USA Inc., Venus Concept Canada Corp. and City National Bank of Florida.	8-K/A	12-15-20	10.1
10.44	Second Amended and Restated Security Agreement dated as of December 9, 2020 by and among the Company, Venus Concept USA Inc. and City National Bank.	8-K/A	12-15-20	10.2
10.45	Fourth Amended and Restated Revolving Promissory Note dated as of December 9, 2020 by Venus Concept USA Inc., Venus Concept Canada Corp. and the Company in favor of City National Bank of Florida.	8-K/A	12-15-20	10.3
10.46	Third Amended and Restated Guaranty of Payment and Performance dated as of December 9, 2020 by Venus Concept Ltd. in favor of City National Bank of Florida.	8-K/A	12-15-20	10.4
10.47	Amendment to General Security Agreement dated as of December 9, 2020 between Venus Concept Canada Corp. and City National Bank of Florida.	8-K/A	12-15-20	10.5
10. 48	Loan and Security Agreement dated as of December 8, 2020, by and between Venus Concept USA Inc. and City National Bank.	8-K/A	12-15-20	10.6
10.49	Promissory Note dated December 8, 2020, by Venus Concept USA Inc. in favor of City National Bank.	8-K/A	12-15-20	10.7
10.50	Guaranty of Payment and Performance Agreement dated as of December 8, 2020 by and between the Company and City National Bank.	8-K/A	12-15-20	10.8
10.51	Securities Exchange and Registration Rights Agreement as of December 8, 2020 by and among the Company, Venus Concept USA Inc., Venus Concept Canada Corp., Venus Concept Ltd., Madryn Health Partners, LP and the Investors.	8-K/A	12-15-20	10.9
10.52	Secured Subordinated Convertible Note dated as of December 9, 2020 by the Company in favor of Madryn Health Partners, LP.	8-K/A	12-15-20	10.10
10.53	Secured Subordinated Convertible Note dated as of December 9, 2020 by the Company in favor of and Madryn Health Partners (Cayman Master), LP.	8-K/A	12-15-20	10.11
10.54	Guaranty and Security Agreement dated as of December 9, 2020 by and among the Company, Venus Concept USA, Venus Concept Canada Corp., Venus Concept Ltd. and Madryn Health Partners, LP.	8-K/A	12-15-20	10.12

Exhibit Number	Exhibit Description	Form	Date	Number	Filed Herewith
10.55	Subordination of Debt Agreement dated as of December 9, 2020 by and among Madryn Health Partners, LP, Madryn Health Partners (Cayman Master), LP, City National Bank and Venus Concept Inc.	8-K/A	12-15-20	10.13
10. 56	Subordination of Debt Agreement dated as of December 9, 2020 by and among Madryn Health Partners, LP, Madryn Health Partners (Cayman Master), LP, City National Bank and Venus Concept Canada Corp.	8-K/A	12-15-20	10.14
10.57	Subordination of Debt Agreement dated as of December 9, 2020 by and among Madryn Health Partners, LP, Madryn Health Partners (Cayman Master), LP, City National Bank and Venus Concept USA Inc.	8-K/A	12-15-20	10.15
14.1	Code of Business Conduct and Ethics.	8-K	11-7-19	14.1
21.1	List of Subsidiaries.	10-K	3-29-21	21.1
23.2	Consent of MNP LLP, independent registered public accounting firm.	10-K	3-29-21
24.1	Power of Attorney. Reference is made to the signature page of this Annual Report on Form 10-K.	10-K	3-29-21	24.1
31.1	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002.				X
31.2	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002.				X
31.3	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002.				X
32.1*	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	10-K	3-29-21	32.1
32.2*	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	10-K	3-29-21	32.2
101.INS	XBRL Instance Document	10-K	3-29-21	101.INS
101.SCH	XBRL Taxonomy Extension Schema Document	10-K	3-29-21	101.SCH
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	10-K	3-29-21	101.CAL
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	10-K	3-29-21	101.DEF
101.LAB	XBRL Taxonomy Extension Label Linkbase Document	10-K	3-29-21	101.LAB
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	10-K	3-29-21	101.PRE

# Indicates management contract or compensatory plan.

† Certain confidential portions of this exhibit were omitted by means of marking such portions with asterisks because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.

* The certifications attached as Exhibit 32.1 and Exhibit 32.2 that accompany this Annual Report on Form 10-K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Venus Concept Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Venus Concept Inc.
Date: December 22, 2021	By:	/s/ Domenic Serafino
		Domenic Serafino
		Chief Executive Officer and Director

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Domenic Serafino, certify that:

I have reviewed this annual report on Form 10-K of Venus Concept Inc.;

1. 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;

2. 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;

3. 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 13(a)-15(f) and 15d-15(f)) for the registrant and have:

(a) 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;

(b) 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;

(c) 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

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

4. 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) 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

(b) 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.

[SIGNATURE PAGE FOLLOWS]

Date: March 29, 2021	By:	/s/ Domenic Serafino
		Name: Domenic Serafino
		Chief Executive Officer
		(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Domenic Serafino, certify that:

I have reviewed this annual report on Form 10-K/A of Venus Concept Inc.;

1. 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;

2. 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;

3. 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 13(a)-15(f) and 15d-15(f)) for the registrant and have:

(a) 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;

(b) 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;

(c) 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

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

4. 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) 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

(b) 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.

[SIGNATURE PAGE FOLLOWS]

Date: December 22, 2021	By:	/s/ Domenic Serafino
		Name: Domenic Serafino
		Chief Executive Officer
		(Principal Executive Officer)

EX-31.3

Exhibit 31.3

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Domenic Della Penna, certify that:

I have reviewed this annual report on Form 10-K/A of Venus Concept Inc.;

1. 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;

2. 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;

3. 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 13(a)-15(f) and 15d-15(f)) for the registrant and have:

(a) 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;

(b) 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;

(c) 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

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

4. 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) 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

(b) 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.

[SIGNATURE PAGE FOLLOWS]

Date: December 22, 2021	By:	/s/ Domenic Della Penna
		Name: Domenic Della Penna
		Chief Financial Officer
		(Principal Financial Officer)

XML

Document and Entity Information - USD ($)

12 Months Ended

Dec. 31, 2020

Mar. 25, 2021

Jun. 30, 2020

Cover [Abstract]

Document Type

10-K/A

Amendment Flag

false

Document Period End Date

Dec. 31, 2020

Document Fiscal Year Focus

2020

Document Fiscal Period Focus

FY

Trading Symbol

VERO

Entity Registrant Name

Venus Concept Inc.

Entity Central Index Key

0001409269

Current Fiscal Year End Date

--12-31

Entity Filer Category

Non-accelerated Filer

Entity Shell Company

false

Entity Small Business

true

Entity Emerging Growth Company

true

Entity Ex Transition Period

false

Entity Common Stock, Shares Outstanding

53,971,951

Entity Well-known Seasoned Issuer

No

Entity Voluntary Filers

No

Entity Current Reporting Status

Yes

Entity Interactive Data Current

Yes

Title of 12(b) Security

Common Stock, $0.0001 par value per share

Security Exchange Name

NASDAQ

Entity File Number

001-38238

Entity Incorporation, State or Country Code

DE

Entity Tax Identification Number

06-1681204

Entity Address, Address Line One

235 Yorkland Blvd.

Entity Address, Address Line Two

Suite 900

Entity Address, City or Town

Toronto

Entity Address, State or Province

ON

Entity Address, Postal Zip Code

M2J 4Y8

City Area Code

877

Local Phone Number

848-8430

Document Annual Report

true

Document Transition Report

false

Entity Public Float

$ 49,700,811

ICFR Auditor Attestation Flag

false

Documents Incorporated by Reference

Documents to be Incorporated by Reference

Certain information required in Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K (the "Annual Report") is incorporated by reference from our definitive Proxy Statement for our 2021 Annual Meeting of Stockholders (our "Proxy Statement") which will be filed with the Securities and Exchange Commission (the "SEC") within 120 days after the end of the fiscal year ended December 31, 2020.

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Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
CURRENT ASSETS:
Cash and cash equivalents	$ 34,297	$ 15,666
Restricted cash	83	83
Accounts receivable, net of allowance of $18,490 and $10,494 as of December 31, 2020, and 2019	52,764	58,977
Inventories	17,759	18,844
Deferred expenses		59
Prepaid expenses	2,240	2,523
Advances to suppliers	2,587	450
Other current assets	5,674	3,101
Total current assets	115,404	99,703
LONG-TERM ASSETS:
Long-term receivables	21,148	35,656
Deferred tax assets	884	622
Severance pay funds	685	710
Property and equipment, net	3,539	4,648
Intangible assets	18,865	22,338
Goodwill		27,450
Total long-term assets	45,121	91,424
TOTAL ASSETS	160,525	191,127
CURRENT LIABILITIES:
Line of credit		7,789
Trade payables	6,322	9,401
Accrued expenses and other current liabilities	20,253	21,120
Income taxes payable	1,132	2,172
Unearned interest income	1,950	3,942
Warranty accrual	1,106	1,254
Deferred revenues	1,752	2,495
Total current liabilities	32,515	48,173
LONG-TERM LIABILITIES:
Long-term debt	75,491	61,229
Government assistance loans	4,110
Income tax payable	478
Accrued severance pay	755	827
Deferred tax liabilities	811	1,017
Unearned interest income	1,778	1,681
Warranty accrual	533	723
Other long-term liabilities	293	799
Total long-term liabilities	84,249	66,276
TOTAL LIABILITIES	116,764	114,449
Commitments and Contingencies (Note 9)
STOCKHOLDERS’ EQUITY (Note 1):
Common Stock, $0.0001 par value: 300,000,000 shares authorized as of December 31, 2020 and 2019; 53,551,126 and 28,686,116 issued and outstanding as of December 31, 2020 and 2019, respectively	26	24
Additional paid-in capital (Note 1)	201,598	149,840
Accumulated deficit	(157,392)	(75,686)
TOTAL STOCKHOLDERS’ EQUITY	44,232	74,178
Non-controlling interests	(471)	2,500
Total equity	43,761	76,678
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 160,525	$ 191,127

XML

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Statement Of Financial Position [Abstract]
Accounts receivable, allowance	$ 18,490	$ 10,494
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	53,551,126	28,686,116
Common stock, shares outstanding	53,551,126	28,686,116

XML

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Revenue	$ 78,014	$ 110,406
Cost of goods sold	26,623	33,753
Gross profit	51,391	76,653
Operating expenses:
Selling and marketing	26,203	41,409
General and administrative	57,882	57,488
Research and development	7,754	8,034
Goodwill impairment	27,450
Total operating expenses	119,289	106,931
Loss from operations	(67,898)	(30,278)
Other expenses:
Foreign exchange (gain) loss	(68)	2,611
Finance expenses	8,343	7,549
Loss on debt extinguishment	2,938
Loss on disposal of subsidiaries	2,526
Loss before income taxes	(81,637)	(40,438)
Income tax expense	1,181	1,857
Net loss	(82,818)	(42,295)
Deemed dividend (Note 15)	3,564
Loss attributable to stockholders of the Company	(85,270)	(40,619)
Loss attributable to non-controlling interest	$ (1,112)	$ (1,676)
Net loss per share:
Basic	$ (2.33)	$ (4.77)
Diluted	$ (2.33)	$ (4.77)
Weighted-average number of shares used in per share calculation:
Basic	36,626	8,517
Diluted	36,626	8,517
Leases
Revenue	$ 33,428	$ 65,170
Cost of goods sold	7,899	13,411
Products and Services
Revenue	44,586	45,236
Cost of goods sold	$ 18,724	$ 20,342

XML

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Statement Of Income And Comprehensive Income [Abstract]
Net loss and comprehensive loss	$ (82,818)	$ (42,295)
Deemed dividend (Note 15)	3,564
Loss attributable to stockholders of the Company	(85,270)	(40,619)
Comprehensive loss attributable to non-controlling interest	(1,112)	(1,676)
Comprehensive loss	$ (82,818)	$ (42,295)

XML

Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands	Total	Series A Preferred Shares	Series B Preferred Shares	Series C Preferred Shares	Series C-1 Preferred Shares	Series D Preferred Shares	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Non-controlling Interest
Beginning balance, value at Dec. 31, 2018	$ 36,455						$ 5	$ 67,495	$ (35,067)	$ 4,022
Beginning balance, shares at Dec. 31, 2018		1,264,565	2,632,109	4,615,567	56,983	647,189	4,772,956
Conversion of convertible preferred shares into common stock, shares		(1,264,565)	(2,632,109)	(4,615,567)	(56,983)	(647,189)	9,216,413
Exchange of common stock in connection with the Merger	15,709							15,709
Exchange of common stock in connection with the Merger, shares							2,802,466
Exchange of options and warrants in connection with the Merger	121							121
Conversion of convertible promissory notes into common stock	36,958						$ 8	36,950
Conversion of convertible promissory notes into common stock, shares							4,074,565
Concurrent Financing shares and warrants, net of costs	26,501						$ 11	26,490
Concurrent Financing shares and warrants, net of costs, shares							7,483,980
Equity issuance	702							702
Equity issuance, shares							160,000
Issuance of Solar 2019 Warrants	137							137
Net loss - the Company	(40,619)								(40,619)
Net loss- non-controlling interest	(1,676)									(1,676)
Acquisition of non-controlling interest	(123)							(277)		154
Options exercised	355							355
Options exercised, shares							175,736
Stock-based compensation	2,158							2,158
Ending balance, value at Dec. 31, 2019	76,678						$ 24	149,840	(75,686)	2,500
Ending balance, shares at Dec. 31, 2019							28,686,116
Equity issuance	8,490							8,490
Equity issuance, shares							4,245,256
2020 Private Placement shares and warrants, net of costs and beneficial conversion feature	16,736							16,736
2020 Private Placement shares and warrants, net of costs and beneficial conversion feature, shares		660,000					2,300,000
Conversion of Preferred Stock Series A							$ 1	(1)
Conversion of Preferred Stock Series A, shares		(660,000)					6,600,000
December 2020 Offering common stock & warrants, net of costs	20,476						$ 1	20,475
December 2020 Public Offering shares and warrants, net of costs, Shares							11,250,000
Deemed dividends	3,564							3,564
Dividends from subsidiaries	(218)									(218)
Net loss - the Company	(81,706)								(81,706)
Net loss- non-controlling interest	(1,112)									(1,112)
Options exercised	$ 356							356
Options exercised, shares	469,754						469,754
Disposal of subsidiary	$ (1,641)									(1,641)
Stock-based compensation	2,138							2,138
Ending balance, value at Dec. 31, 2020	$ 43,761						$ 26	$ 201,598	$ (157,392)	$ (471)
Ending balance, shares at Dec. 31, 2020							53,551,126

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (82,818)	$ (42,295)
Adjustments to reconcile net loss to net cash used in operating activities:
Goodwill impairment	27,450
Depreciation and amortization	4,804	2,040
Stock-based compensation	2,138	2,158
Provision for bad debt	15,212	9,991
Provision for inventory obsolescence	610	1,439
Loss on debt extinguishment	2,938
Finance expenses	6,091	402
Deferred tax benefit	(438)	(1,132)
Interest on convertible promissory notes	135	599
Change in fair value of earn-out liability	291	533
Loss on sale of subsidiaries	2,526
Loss on disposal of property and equipment	162
Issuance of 2019 Solar warrants		137
Unrealized foreign exchange loss	(30)	(626)
Changes in operating assets and liabilities:
Accounts receivable short- and long-term	93	(21,093)
Inventories	(1,020)	6,430
Prepaid expenses	233	(855)
Other current assets	(2,359)	523
Other long-term assets	(162)	(154)
Trade payables	(2,979)	(5,968)
Accrued expenses and other current liabilities	857	9,571
Severance payments	25	81
Unearned interest income	(1,895)	22
Other long-term liabilities	(514)	(1,398)
Net cash used in operating activities	(28,650)	(39,595)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash, cash equivalents and restricted cash acquired in connection with the Merger		7,409
Proceeds from sale of property and equipment		98
Purchases of property and equipment	(291)	(1,123)
Cash received from sale of subsidiary, net of cash relinquished	(2,101)
Net cash (used in) provided by investing activities	(2,392)	6,384
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of MSLP loan, net of cash financing fees of $1,229	48,771
(Repayment) Issuance of long-term debt	(43,649)	9,740
Issuance of loan to Restoration Robotics, Inc.		(4,500)
(Repayment of) Drawdown of line-of-credit	(7,813)	2,134
Issuance of convertible promissory notes		29,050
Payment under Solar loan and security agreement		(20,000)
Proceeds from government assistance loans	4,110
Proceeds from issuance of common stock, net of costs	8,390
Proceeds from December 2020 Public Offering, net of costs of $2,025	20,475
Dividends from subsidiaries paid to non-controlling interest	(218)
Payment of earn-out liability	(799)	(828)
Installment payments	(250)	(250)
Proceeds from exercise of options	356	355
Net cash provided by financing activities	49,673	42,202
NET INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH	18,631	8,991
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of year	15,749	6,758
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH — End of year	34,380	15,749
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for income taxes	941	1,087
Cash paid for interest	1,470	6,166
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION:
Beneficial conversion factor of preferred stock accreted as deemed dividend	3,564
Conversion of Series A convertible preferred stock	660	36,958
Issuance of convertible promissory notes	26,695
Replacement of outstanding Madryn loan with convertible notes	26,695
Assets received from sale of subsidiaries	2,918
Issuance of shares to financial advisor		702
Fair value of net assets acquired in the Merger		15,830
Redemption of notes receivable as a part of purchase consideration in connection with the Merger		4,558
Acquisition of non-controlling interest		123
Concurrent Financing
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Concurrent Financing and 2020 Private Placement, net of costs of $1,564 and $1,951		$ 26,501
Private Placement
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Concurrent Financing and 2020 Private Placement, net of costs of $1,564 and $1,951	$ 20,300

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Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Cash financing fees, net	$ 1,229
Concurrent Financing
Stock, issuance costs	1,564	$ 1,564
Private Placement
Stock, issuance costs	1,951
IPO
Stock, issuance costs	$ 2,025

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Nature of Operations

12 Months Ended

Dec. 31, 2020

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Nature of Operations

1. Nature of Operations

Venus Concept Inc. is a global medical technology company that develops, commercializes, and sells minimally invasive and non-invasive medical aesthetic and hair restoration technologies and related services. The Company’s systems have been designed on cost-effective, proprietary and flexible platforms that enables it to expand beyond the aesthetic industry’s traditional markets of dermatology and plastic surgery, and into non-traditional markets, including family and general practitioners and aesthetic medical spas. The Company was incorporated in the state of Delaware on November 22, 2002. In these notes to the consolidated financial statements, the “Company” and “Venus Concept”, refer to Venus Concept Inc. and its subsidiaries on a consolidated basis.

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the foreseeable future, and, as such, the consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

The Company has had recurring net operating losses and negative cash flows from operations. As of December 31, 2020 and December 31, 2019, the Company had an accumulated deficit of $157,392 and $75,686, respectively. The Company was in compliance with all required covenants as of December 31, 2020 and as of December 31, 2019. The Company’s recurring losses from operations and negative cash flows raise substantial doubt about the Company’s ability to continue as a going concern within 12 months from the date that the consolidated financial statements are issued. In addition, the COVID-19 pandemic has had a significant negative impact on the Company’s consolidated financial statements as of December 31, 2020 and for the year then ended, and management expects the pandemic to continue to have a negative impact in the foreseeable future, the extent of which is uncertain and largely subject to whether the severity of the pandemic worsens, or duration lengthens. In the event that the COVID-19 pandemic and the economic disruptions it has caused continue for an extended period of time the Company cannot assure that it will remain in compliance with the financial covenants in its credit facilities. 

In order to continue its operations, the Company must achieve profitable operations and/or obtain additional equity or debt financing. Until the Company achieves profitability, management plans to fund its operations and capital expenditures with cash on hand, borrowings and issuance of capital stock. In March 2020, the Company completed a private placement that raised net proceeds of $20,300, as described below. On June 16, 2020, the Company entered into the Equity Purchase Agreement with Lincoln Park, which provides that, upon the terms and subject to the conditions and limitations set forth therein, the Company may sell to Lincoln Park up to $31,000 of shares of its common stock from time to time over the two-year term of the agreement. Any shares of common stock sold to Lincoln Park will be sold at a purchase price that is based on the prevailing prices of the common stock at the time of each sale. During the year ended December 31, 2020, the Company raised net cash proceeds of $8,390 under the Equity Purchase Agreement as described below. In December 2020, the Company completed the December 2020 Public Offering that raised net proceeds of $20,476, as described below. Until the Company generates revenue at a level to support its cost structure, the Company expects to continue to incur substantial operating losses and net cash outflows from operating activities.

Given the COVID-19 pandemic, the Company cannot anticipate the extent to which the current economic turmoil and financial market conditions will continue to adversely impact the Company’s business and the Company may need additional capital to fund its future operations and to access the capital markets sooner than planned. There can be no assurance that the Company will be successful in raising additional capital or that such capital, if available, will be on terms that are acceptable to the Company. If the Company is unable to raise sufficient additional capital, it may be compelled to reduce the scope of its operations and planned capital expenditures or sell certain assets, including intellectual property assets. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from the uncertainty. Such adjustments could be material.

Merger of Venus Concept Inc. with Venus Concept Ltd.

On November 7, 2019, the Company (formerly Restoration Robotics, Inc.), completed its business combination with Venus Concept Ltd., in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of March 15, 2019, as amended from time to time (the “Merger Agreement”), by and among the Company, Venus Concept Ltd. and Radiant Merger Sub Ltd., a company organized under the laws of Israel and a direct, wholly-owned subsidiary of the Company (“Merger Sub”). Under the Merger Agreement, Merger Sub merged with and into Venus Concept Ltd., with Venus Concept Ltd. surviving as a wholly owned subsidiary of the Company (the “Merger”). Following the completion of the Merger, the Company changed its corporate name to Venus Concept Inc., and the business conducted by Venus Concept Ltd. became the primary business conducted by the Company.

At the effective time of the Merger, each outstanding ordinary and preferred share of Venus Concept Ltd., other than shares held by Venus Concept Ltd. as treasury stock or held by the Company or Merger Sub, were converted into the right to receive 8.6506 or Exchange Ratio, validly issued, fully paid and non-assessable shares of common stock, and each outstanding stock option and warrant issued and outstanding by Venus Concept Ltd. was assumed by Restoration Robotics, Inc. and converted into and became an option or warrant (as applicable) exercisable for shares of common stock with the number and exercise price adjusted by the Exchange Ratio.

The Merger was accounted for as a reverse acquisition with Venus Concept Ltd. as the acquiring company for accounting purposes, and Restoration Robotics, Inc. as the legal acquirer. As a result, upon consummation of the Merger, the historical financial statements of Venus Concept Ltd. became the historical financial statements of Venus Concept Inc.

The 2020 Private Placement

On March 18, 2020, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain investors (collectively, the “Investors”) pursuant to which the Company issued and sold to the Investors an aggregate of 2,300,000 shares of common stock, par value $0.0001 per share, 660,000 shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), which are convertible into 6,600,000 shares of common stock upon receipt of stockholder approval, and warrants (the “2020 Private Placement Warrants”) to purchase up to 6,675,000 shares of common stock with an exercise price of $3.50 per share (the “2020 Private Placement”). The 2020 Private Placement Warrants have a five-year term and are exercisable beginning 181 days after their issue date. The 2020 Private Placement was completed on March 19, 2020. On June 16, 2020 the Company’s stockholders approved the issuance of 6,600,000 shares of common stock upon the conversion of the 660,000 shares of Series A Preferred Stock issued by the Company in connection with the 2020 Private Placement and all outstanding shares of Series A Preferred Stock were converted into 6,600,000 shares of common stock. The gross proceeds from the securities sold in the 2020 Private Placement was $22,250. The costs incurred with respect to the 2020 Private Placement totaled $1,950 and were recorded in the consolidated statements of stockholders’ equity. The accounting effects of the 2020 Private Placement transaction and subsequent conversion of Series A Preferred Stock are discussed in Note 15.

Equity Purchase Agreement with Lincoln Park

On June 16, 2020, the Company entered into the Equity Purchase Agreement with Lincoln Park, which provides that, upon the terms and subject to the conditions and limitations set forth therein, the Company may sell to Lincoln Park up to $31,000 of shares of its common stock, par value $0.0001 per share, pursuant to its shelf registration statement. The purchase price of shares of common stock related to a future sale will be based on the then prevailing market prices of such shares at the time of sales as described in the Equity Purchase Agreement. The aggregate number of shares that the Company can sell to Lincoln Park under the Equity Purchase Agreement may in no case exceed7,763,411 shares (subject to adjustment) of common stock (which is equal to approximately 19.99% of the shares of the common stock outstanding immediately prior to the execution of the Equity Purchase Agreement) (the “Exchange Cap”), unless (i) stockholder approval is obtained to issue shares above the Exchange Cap, in which case the Exchange Cap will no longer apply, or (ii) the average price of all applicable sales of common stock to Lincoln Park under the Equity Purchase Agreement equals or exceeds $3.9755 per share (subject to adjustment) (which represents the minimum price, as defined under Nasdaq Listing Rule 5635(d), on the Nasdaq Global Market immediately preceding the signing of the Equity Purchase Agreement, such that the transactions contemplated by the Equity Purchase Agreement are exempt from the Exchange Cap limitation under applicable Nasdaq rules. Also, at no time may Lincoln Park (together with its affiliates) beneficially own more than 9.99% of the Company’s issued and outstanding common stock. Concurrently with entering into the Equity Purchase Agreement, the Company also entered into a registration rights agreement with Lincoln Park, pursuant to which it agreed to provide Lincoln Park with certain registration rights related to the shares of common stock issued under the Equity Purchase Agreement (the “Registration Rights Agreement”).

As of December 31, 2020, the Company issued and sold to Lincoln Park 3,037,087 shares of its common stock at an average price of $2.97 per share, and 209,566 of these shares were issued to Lincoln Park as a commitment fee in connection with entering into the Equity Purchase Agreement (the “Commitment Shares”). The total value of the Commitment Shares of $620 together with the issuance costs of $123 were recorded as deferred issuance costs in the consolidated balance sheet. These costs will be amortized into consolidated statements of stockholders’ equity proportionally based on proceeds received during the period and the expected total proceeds to be raised over the term of the Equity Purchase Agreement. Gross proceeds from common stock issuances as of December 31, 2020 were $9,010, which were then reduced by the amortization of deferred issuance costs of $520. Gross proceeds in the amount of $9,010 reduced by the value of the Commitment Shares of $620 were recorded in the consolidated statements of cash flows as net cash proceeds from issuance of common stock.

December 2020 Public Offering

On December 22, 2020, the Company issued and sold to the investors in the December 2020 Offering 11,250,000 shares of its common stock, par value $0.0001 per share, at a combined offering price to the public of $2.00 per share and warrants (“December 2020 Public Offering Warrants”) to purchase up to 5,625,000 shares of common stock with an exercise price of $2.50 per share. The December 2020 Offering Warrants have a five-year term and are exercisable immediately. Total gross proceeds were $22,500.The costs incurred with respect to the December 2020 Public Offering totaled $2,024 and were recorded in the consolidated statements of stockholders’ equity.

Sale of subsidiaries

In 2020, the Company made several strategic decisions to divest of underperforming direct sales offices and sold its share in several subsidiaries, located in Bulgaria, Indonesia, Italy, India, Russia, Singapore, Vietnam, and Kazakhstan. These disposals did not constitute a strategic shift that will have a major effect on the Company’s operations and financial results, and operating revenue of disposed subsidiaries did not exceed 15% of the Company’s total revenue, therefore the results of operations for disposed subsidiaries were not reported as discontinued operations under the guidance of Accounting Standards Codification (“ASC”) 205-20-45. The sale of subsidiaries resulted in loss of approximately $2,526 recognized in the consolidated statements of operations (Note 4).

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP).

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Venus Concept Inc. and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated on consolidation. Where the Company does not own 100% of its subsidiaries, it accounts for the partial ownership interest through non-controlling interest.

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates and assumptions made in the accompanying consolidated financial statements include, but are not limited to, the implicit interest rate used to record lease revenue, allowance for doubtful accounts, inventory valuation, stock-based compensation, warranty accrual, the valuation and measurement of deferred tax assets and liabilities, accrued severance pay, useful lives of property and equipment, earn-out liability, useful lives of intangible assets, impairment of long-lived assets and goodwill and valuation of acquired intangible assets and goodwill. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could materially differ from those estimates.

The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company and the unknown future impacts of COVID-19 as of December 31, 2020 and through the date of this report filing. The accounting matters assessed included, but were not limited to, the allowance for doubtful accounts and the carrying value of goodwill, intangible and long-lived assets. Based on the assessment performed, the Company recorded COVID-19 related additional allowance for doubtful accounts of $11,088 for the year ended December 31, 2020. The Company recorded goodwill impairment of $27,450 (Note 8), which represented the entire value of goodwill, as of March 31, 2020.

Restatement of Comparative Amounts

Venus Concept Ltd. previously classified the issuance of common stock and preferred stock as a credit to common stock. In accordance with U.S. GAAP, amounts issued in excess of par value are required to be accounted for in additional paid in capital (“APIC”). The error is a reclassification from common stock into APIC and has an overall immaterial impact on the consolidated statement of stockholders’ equity and consolidated balance sheet. Items previously reported have been reclassified to conform to U.S. GAAP and the reclassification did not have any impact on the Company’s consolidated statements of operations, consolidated statements of comprehensive loss, consolidated statements of cash flows and net loss per share calculations.

The following table summarizes the impact of the restatement adjustments on Venus Concept Ltd.’s previously reported consolidated financial statements:

	As previously reported		Adjustment			As restated
	$		$			$
Consolidated balance sheet and consolidated statement of stockholders' equity
January 1, 2019
Common Stock		57,101		(57,096	)		5
Additional paid in capital		10,399		57,096			67,495
March 31, 2019
Common Stock		57,108		(57,103	)		5
Additional paid in capital		10,774		57,103			67,877
June 30, 2019
Common Stock		57,108		(57,103	)		5
Additional paid in capital		11,818		57,103			68,921
September 30, 2019
Common Stock		57,459		(57,454	)		5
Additional paid in capital		11,937		57,454			69,391

Foreign Currency

The consolidated financial statements are presented in U.S. dollars. Amounts reported in thousands within this report are computed based on the amounts in dollars. As a result, the sum of the components reported in thousands may not equal the total amount reported in thousands due to rounding. Certain columns and rows within tables may not add due to the use of rounded numbers. Percentages presented are calculated from the underlying numbers in dollars. The Company and its subsidiaries’ functional currency is the U.S. dollar as determined by management.

All exchange gains and losses from remeasurement of monetary balance sheet items resulting from transactions in non-functional currencies are recorded in the consolidated statements of operations as they arise.

In respect of transactions denominated in currencies other than the Company and its subsidiaries’ functional currencies, the monetary assets and liabilities are remeasured at the period end rates. Revenue and expenses are remeasured at rates of exchange prevailing on the transaction dates. All of the exchange gains or losses resulting from these transactions are recognized in the consolidated statements of operations.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents consist primarily of funds invested in readily available checking and savings accounts, investments in money market funds and short-term time deposits.

Restricted Cash

As of December 31, 2020, and 2019, the Company was required to hold $83 and $83, respectively, in a separate deposit account as collateral for rent and credit cards.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents, accounts receivable and long-term receivables. The Company’s cash and cash equivalents are invested primarily in deposits with major banks worldwide, as such minimal credit risk exists with respect to such investments. The Company’s trade receivables are derived from global sales to customers. An allowance for doubtful accounts is provided with respect to all balances for which collection is deemed to be doubtful.

Risks and Uncertainties

The Company has considered the impact of COVID-19 on its consolidated financial statements. COVID-19 has had a significant negative impact on the Company’s consolidated financial statements as of December 31, 2020 and for the year then ended, and management expects the pandemic to continue to have a negative impact in the foreseeable future, the extent of which is uncertain and largely subject to whether the severity of the pandemic worsens, or duration lengthens. These impacts could include, but may not be limited to, risks and uncertainties related to the ability of the Company’s sales and marketing personnel and distributors to access the Company’s customer base, disruptions to the Company’s global supply chain, reduced demand and/or suspension of operations by the Company’s subscription customers which could impact their ability to make monthly payments, or deferral of aesthetic or hair restoration procedures which would impact the Company’s revenues. Consequently, these have negatively impacted the Company’s results of operations, cash flows and its overall financial condition. In addition, the impact of COVID-19 may subject the Company to future risk of material intangible and long-lived assets impairments, increased reserves for uncollectible accounts, and adjustments for inventory and market volatility for items subject to fair value measurements.

Besides COVID-19, the Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, rapid technological change, continued acceptance of the Company’s products, competition from substitute products and larger companies, protection of proprietary technology, strategic relationships and dependence on key individuals. If the Company fails to adhere to the FDA’s Quality System Regulation, or regulations in countries other than the United States, the FDA or other regulators may withdraw its market clearances or take other action. The Company relies on suppliers to manufacture some of the components used in its products. The Company’s suppliers may encounter supply interruptions or problems during manufacturing due to a variety of reasons, including failure to comply with applicable regulations, including the FDA’s Quality System Regulation, making errors in manufacturing or losing access to critical services and components, any of which could delay or impede the Company’s ability to meet demand for its products.

The Company has borrowings with interest rates that are subject to fluctuations as charged by the lender. The Company does not use derivative financial instruments to mitigate the exposure to interest rate risk. The Company’s objective is to have sufficient liquidity to meet its liabilities when due. The Company monitors its cash balances and cash used in operating activities to meet its requirements. As of December 31, 2020 and 2019, the most significant financial liabilities are the line of credit, trade payables, accrued expenses and other current liabilities and long-term debt.

Concentration of Customers

For the years ended December 31, 2020 and 2019, there were no customers accounting for more than 10% of the Company’s revenue. As of December 31, 2020 and 2019, there were no customers accounting for more than 10% of the Company’s accounts receivable.

Allowance for Doubtful Accounts

Trade accounts receivable do not bear interest and are typically not collateralized. The Company performs ongoing credit evaluations of its customers’ financial condition and maintains an allowance for doubtful accounts. Uncollectible accounts are charged to expense when deemed uncollectible, and accounts receivable are presented net of an allowance for doubtful accounts. Accounts receivable are deemed past due in accordance with the contractual terms of the agreement. Actual losses may differ from our estimates and could be material to our consolidated financial position, results of operations and cash flows. The allowance for doubtful accounts was $18,490 and $10,494 as of December 31, 2020 and 2019, respectively.

The allowance for doubtful accounts consisted of the following activity for years ended December 31, 2020 and 2019 (in thousands):

	As of December 31,
	2020			2019
Balance at beginning of year	$	10,494		$	4,408
Write-offs		(6,536	)		(3,905	)
Provision		15,212			9,991
Sale of subsidiaries		(680	)	-
Balance at end of year	$	18,490		$	10,494

Inventory

Inventories are stated at the lower of cost or net realizable value and include raw materials, work in progress and finished goods. Cost is determined as follows:

Raw Materials and Work in Progress (“WIP”) – Cost is determined on a standard cost basis utilizing the weighted average cost of historical purchases, which approximates actual cost.

The cost of WIP and finished goods includes the cost of raw materials and the applicable share of the cost of labor and fixed and variable production overheads.

The Company regularly evaluates the value of inventory based on a combination of factors including the following: historical usage rates, product end of life dates, technological obsolescence and product introductions. The Company includes demonstration units within inventories. Proceeds from the sale of demonstration units are recorded as revenue.

Long-term Receivables

Long-term receivables relate to the Company’s subscription revenue or contracts which stipulate payment terms which exceed one year. They are comprised of the unpaid principal balance, plus accrued interest, net of the allowance for credit losses. These receivables have been discounted based on the implicit interest rate in the subscription lease which range between 8% to 9% in 2020 and 8% to 9% in 2019. Unearned interest revenue represents the interest only portion of the respective subscription payments and will be recognized in income over the respective payment term as it is earned.

Deferred revenues represent payments received prior to the income being earned. Once the equipment has been delivered or the services have been rendered, these amounts are recognized in income.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which is between three and ten years. Leasehold improvements are depreciated over the lesser of the life of the lease or the useful life of the improvements. Maintenance and repairs are charged to expense as incurred. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the consolidated balance sheets, and any resulting gain or loss is reflected in the consolidated statements of operations.

Intangible Assets

Intangible assets consist of customer relationships, brand, technology and supplier agreement. Intangible assets are stated at cost less accumulated amortization. Amortization is computed using the straight-line method over the estimated useful lives of the respective assets, which range from approximately six to fifteen years.

The useful lives of intangible assets are based on the Company’s assessment of various factors impacting estimated cash flows, such as the product’s position in its lifecycle, the existence or absence of like products in the market, various other competitive and regulatory issues, and contractual terms.

Impairment of Long-Lived Assets

The Company accounts for the impairment of long-lived assets in accordance with FASB, Accounting Standards Codification (“ASC”) 360-10, “Accounting for the Impairment of Long-Lived Assets”. This standard requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the assets’ carrying amounts may not be recoverable. For assets that are to be held and used, impairment is assessed when the estimated undiscounted cash flows associated with the asset or group of assets is less than their carrying values. If impairment exists, an adjustment is made to write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and fair value. Fair values are determined based on quoted market values, discounted cash flows or internal and external appraisals, as applicable. Assets to be disposed of are carried at the lower of carrying value and estimated net realizable value. During the years ended December 31, 2020 and 2019, there was no impairment of long-lived assets.

Goodwill

Goodwill represents the excess of the purchase price of the business acquired over the fair value of the net identifiable assets of an acquired business. The Company allocates goodwill to reporting units at the time of acquisition or when there is a change in the reporting structure and bases that allocation on which reporting units will benefit from the acquired assets and liabilities. Reporting units are defined as operating segments or one level below an operating segment, referred to as a component.

Goodwill is not amortized but is tested for impairment annually or more frequently when an event occurs, or circumstances change that indicate the carrying value may not be recoverable. The carrying values of goodwill and indefinite-life intangible assets are subject to annual impairment assessment as of the last day of each fiscal year. Between annual assessments, impairment review may also be triggered by any significant events or changes in circumstances affecting the Company’s business. The COVID-19 pandemic had significantly impacted the Company’s business during the first three months of 2020, including its sales, supply chain, manufacturing and accounts receivable collections. As a result, the Company considered the COVID-19 pandemic as a triggering event and conducted quantitative impairment assessment of its goodwill as of March 31, 2020.

The Company has one reporting unit and the reporting unit’s carrying value was compared to its estimated fair value. As of March 31, 2020, the Company estimated its fair value using a combination of income approach and market approach. The income approach is based on the present value of future cash flows, which are derived from long term financial forecasts, and requires significant assumptions including among others, a discount rate and a terminal value. The market approach is based on the observed ratios of enterprise value to revenue multiples of the Company and other comparable publicly traded companies. Based upon the results of the goodwill impairment assessment, the Company recorded an impairment charge of $27,450 as of March 31, 2020, which represented the full balance of goodwill for the reporting unit. Based on the analysis of the intangible assets and long-lived assets performed by the management as of December 31, 2020, no further impairment was required.

Debt Issuance Costs

Costs related to the issuance of debt are presented as a direct deduction to the carrying value of the debt and are amortized to accretion expenses using the effective interest rate method over the term of the related debt.

Derivatives

The Company reviews the terms of convertible notes, equity instruments and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Derivative financial instruments are initially measured at their fair value. Derivative financial instruments that are accounted for as liabilities, are initially recorded at fair value and then re-valued at each reporting date, with changes in the fair value recognized in the consolidated statements of operations.

Revenue Recognition

The Company adopted Accounting Standards Codification (“ASC”) 606 “Revenue from contract with customers” (“ASC 606”) on January 1, 2019 using the modified retrospective method for all contracts not completed as of the date of adoption. The adoption of ASC 606 represents a change in accounting principle that will more closely align revenue recognition with the delivery of the Company’s goods or services and will provide the consolidated financial statements’ readers with enhanced disclosures.

The Company generates revenue from (1) sales of systems through the subscription model, traditional system sales to customers and distributors, (2) other product revenues from the sale of marketing supplies and kits, consumables and Venus Concept’s skincare and hair products and (3) service revenue from the sale of VeroGrafters™ technician services, 2two5 internal advertising agency services and an extended warranty service contracts provided to existing customers. 2two5 internal advertising agency services were discontinued in the third quarter of 2020. These revenues were not material to the Company’s 2020 results.

Many of the Company’s products are sold under subscription contracts with control passing to the customer at the earlier of the end of the term and when the payment is received in full. The subscription contracts include an initial deposit followed by monthly installments typically over a period of 36 months. In accordance with ASC 840 “Leases” (“ASC 840”), these arrangements are considered to be sales-type leases, where the present value of all cash flows to be received within the arrangement is recognized upon shipment to the customer and achievement of the required revenue recognition criteria. Various accounting and reporting systems are used to monitor subscription receivables which include providing access codes to operate the machines to paying customers and restricting access codes on machines to non-paying customers.

The Company recognizes revenues on other products and services in accordance with ASC 606. Revenue is recognized based on the following five steps: (1) identification of the contract(s) with the customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; and (4) allocation of the transaction price to the separate performance obligations in the contract; and (5) recognition of revenue when (or as) the entity satisfies a performance obligation.

The Company does not grant rights of return to its end customers. The Company’s products sold through arrangements with distributors are non-refundable, non-returnable and without any rights of price protection. The Company records revenue net of sales tax and shipping and handling costs.

Cost of Goods

For subscription sales (qualifying as sales-type lease arrangements) and product sales, the costs are recognized upon shipment to the customer or distributor.

Advertising Costs

The cost of advertising and media is expensed as incurred. For the years ended December 31, 2020 and 2019, advertising costs totaled $1,092 and $2,004, respectively.

Research and Development

Research and development costs are charged to operations as incurred. Major components of research and development expenses consist of personnel costs, including salaries and benefits, hardware and software research and development costs, regulatory affairs, and clinical costs.

Warranty

The Company provides a standard warranty against defects for all of its systems. The warranty period begins upon shipment and is typically for a period between one and three years.

The Company records a liability for accrued warranty costs at the time of sale of a system, which consists of the warranty on products sold based on historical warranty costs and management’s estimates. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts thereof as necessary. The Company also provides an extended warranty service. Extended warranty can be purchased at any time after the purchase of a system and prior to the expiration of the standard warranty provided with the sale of the system. Extended warranty services include standard warranty services.

The Company recognizes the revenue from the sale of an extended warranty over the period of the extended warranty and accounts it for separately from the standard warranty.

Income Taxes

The Company follows the deferred income taxes method of accounting for income taxes. Under this method, deferred income taxes are recognized for the future tax consequences attributable to differences between the financial statement carrying values of accounts and their respective income tax basis. Deferred income tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years during which the temporary differences are expected to be realized or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is included in income in the period that includes the enactment date.

The Company establishes valuation allowances when necessary to reduce deferred tax assets to the amounts that are more likely than not to be realized. The Company evaluates tax positions taken or expected to be taken in the course of preparing tax returns to determine whether the tax positions have met a “more likely-than-not” threshold of being sustained by the applicable tax authority. Tax benefits related to tax positions not deemed to meet the “more likely-than-not” threshold are not permitted to be recognized in the consolidated financial statements.

Uncertain Tax Positions

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained on examination based on the technical merit of the position. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement.

The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments. The Company recognizes interest charges and penalties related to unrecognized tax benefits as a component of the tax provision and recognizes interest charges and penalties related to recognized tax positions in the accompanying consolidated statements of operations.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation” (“ASC 718”). ASC 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service period in the Company’s consolidated statements of operations.

The fair value of stock options (“options”) on the grant date is estimated using the Black-Scholes option-pricing model using the single-option approach. The Black-Scholes option pricing model requires the use of highly subjective and complex assumptions, including the option’s expected term and the price volatility of the underlying stock, to determine the fair value of the award. The Company recognizes compensation expenses for the value of its awards granted based on the straight-line method over the requisite service period of each of the awards. The Company has made a policy choice to account for forfeitures when they occur.

Stock options granted to non-employees are based on the fair value on the grant date and re-measured at the end of each reporting period based on the fair value until the earlier of the options being fully vested and completion of the performance obligations. These are subject to a service vesting condition and are recognized on a straight-line method over the requisite service period. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Estimated forfeitures are based on historical pre-vesting forfeitures.

Net Loss Per Share

The Company computes net (loss) income per share in accordance with ASC Topic 260, “Earnings Per Share” (“ASC 260”) and related guidance, which requires two calculations of net (loss) income attributable to the Company’s shareholders per share to be disclosed: basic and diluted. Convertible preferred shares are participating securities and are included in the calculation of basic and diluted net (loss) income per share using the two-class method. In periods where the Company reports net losses, such losses are not allocated to the convertible preferred shares for the computation of basic or diluted net (loss) income.

Diluted net (loss) income per share is the same as basic net (loss) income per share for the periods in which the Company had a net loss because the inclusion of outstanding common stock equivalents would be anti-dilutive.

JOBS Act Accounting Election

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is (i) no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

Recently Issued Accounting Standards Not Yet Adopted

In April 2020, Financial Accounting Standards Board (the “FASB”) issued a Staff Question-and-Answer Document (Q&A): ASC Topic 842 and ASC Topic 840: Accounting for Lease Concessions Related to the Effects of the COVID-19 Pandemic, that focuses on the application of the lease guidance for lease concessions related solely to the effects of COVID-19. The FASB issued the guidelines to reduce the burden and complexity for companies to account for such lease concessions (e.g., rent abatements or other economic incentives) under current lease accounting rules due to COVID-19 by providing certain practical expedients that can be used. This guidance can be applied immediately. The Company anticipates that the adoption of the guidance will not have a material impact on the Company’s consolidated financial statements.

In March 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-04 - Facilitation of the Effects of Reference Rate Reform on Financial Reporting (ASC Topic 848). This authoritative guidance provides optional relief for companies preparing for the discontinuation of interest rates such as LIBOR, which is expected to be phased out at the end of calendar 2021, and applies to lease contracts, hedging instruments, held-to-maturity debt securities and debt arrangements that have LIBOR as the benchmark rate. This guidance can be applied for a limited time, as of the beginning of the interim period that includes March 12, 2020 or any date thereafter, through December 31, 2022. The guidance may no longer be applied after December 31, 2022. In January 2021, the FASB issued authoritative guidance that makes amendments to the new rules on accounting for reference rate reform. The amendments clarify that all derivative instruments affected by the changes to interest rates used for discounting, margining or contract price alignment, regardless of whether they reference LIBOR, or another rate expected to be discontinued as a result of reference rate reform, an entity may apply certain practical expedients in ASC Topic 848. The Company is currently assessing the impact of applying this guidance as well as when to adopt this guidance.

In February 2020, the FASB issued authoritative guidance (ASU 2020-02 – Financial Instruments – Credit Losses (Topic 326) and Leases (Topic 842)) that amends and clarifies Topic 326 and Topic 842. For Topic 326, the codification was updated to include the SEC staff interpretations associated with registrants engaged in lending activities. ASC Topic 326 is effective for annual periods beginning after January 1, 2023, including interim periods within those fiscal years. The Company is currently evaluating the impact of applying this guidance on its financial instruments, such as accounts receivable.

In December 2019, the FASB issued ASU 2019-12 – Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, an authoritative guidance that simplifies the accounting for income taxes by removing certain exceptions and making simplifications in other areas. It is effective from the first quarter of fiscal year 2022, with early adoption permitted in any interim period. If adopted early, the Company must adopt all the amendments in the same period. The amendments have differing adoption methods including retrospectively, prospectively and/or modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption, depending on the specific change. The Company is currently evaluating the impact of applying this guidance and believes that it has transactions that may fall under the scope of this guidance.

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Net Loss per Share

12 Months Ended

Dec. 31, 2020

Earnings Per Share [Abstract]

Net Loss per Share

3. NET LOSS PER SHARE

Net Loss Per Share

Basic net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common stock equivalents outstanding for the period determined using the treasury-stock method. For purposes of this calculation, common stock warrants and stock options are considered to be common stock equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. The net loss attributable to common stockholders’ is adjusted for the preferred stock deemed dividend related to the beneficial conversion feature for the periods in which the preferred stock is outstanding.

The following table sets forth the computation of basic and diluted net loss and the weighted average number of shares used in computing basic and diluted net loss per share (in thousands, except per share data):

	For the year ended December 31,
	2020			2019
Numerator:
Net loss	$	(82,818	)	$	(42,295	)
Net loss allocated to stockholders of the Company	$	(85,270	)	$	(40,619	)
Denominator:
Weighted-average shares of common stock outstanding used in computing net loss per share, basic and diluted		36,626			8,517
Net loss per share:
Basic and diluted	$	(2.33	)	$	(4.77	)

Due to the net loss, all the outstanding shares of common stock equivalents were excluded from the calculation of diluted net loss per share attributable to common stockholders for the years ended December 31, 2020 and 2019 because including them would have been antidilutive:

	December 31,
	2020		2019
Options to purchase common stock		2,593,711		2,727,764
Warrants for common stock		16,290,067		3,990,067
Total potential dilutive shares		18,883,778		6,717,831

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Sale of Subsidiaries

12 Months Ended

Dec. 31, 2020

Sale Of Subsidiaries [Abstract]

Sale of Subsidiaries

4. SALE OF subsidiaries

In 2020, the Company made several strategic decisions to divest of underperforming direct sales offices and sold its share in several subsidiaries, located in Bulgaria, Indonesia, Italy, India, Russia, Singapore, Vietnam, and Kazakhstan. Over the course of fiscal year ended December 31, 2020, the Company completed the following transactions:

• Sold its share (51%) in its Bulgarian subsidiary, Venus Concept Central Eastern Europe Ltd., to an unrelated third party for cash consideration of Euro (“EUR”) 473 which was equivalent to $531. The disposal resulted in a loss of approximately $387.

• Sold its share (51%) in its Indian subsidiary, Venus Aesthetic LLP, to an unrelated third party for cash consideration of $400. The disposal resulted in a loss of approximately $579.

• Sold its share (51%) in its Italian subsidiary, Venus Concept Italy S.r.l., to an unrelated third party for cash consideration of EUR 270 which was equivalent to $330. The disposal resulted in a loss of approximately $547.

• Entered into a Termination Agreement of the Venus Concept Kazakhstan LLP Foundation Agreement, resulting in the cancellation of its 51% interest in the entity. This disposal resulted in a gain of approximately $58.

• Sold its share (51%) of its Russian subsidiary, Venus Concept RU LLC, to an unrelated third party for cash consideration of $597. The disposal resulted in a loss of approximately $368.

• Sold its share (55%) of its Singaporean subsidiary, Venus Concept Singapore Pte. Ltd., including its wholly owned subsidiary, Venus Concept Vietnam Co., Ltd., to a third party for cash consideration of $500. The disposal resulted in a loss of approximately $670.

• Sold its share (100%) in its Indonesian subsidiary, InPhronics Limited, along with its 90% interest in its subsidiary, PT NeoAsia Medical, for the cash consideration of $955. The disposal resulted in a loss of approximately $33.

As these disposals did not constitute a strategic shift that will have a major effect on the Company’s operations and financial results, and total operating revenue of the disposed subsidiaries did not exceed 15% of the Company’s total revenue, therefore the results of operations for disposed subsidiaries were not reported as discontinued operations under the guidance of Accounting Standards Codification (“ASC”) 205-20-45.

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Fair Value Measurements

12 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Fair Value Measurements

5. FAIR VALUE MEASUREMENTS

Financial assets and financial liabilities are initially recognized at fair value when the Company becomes a party to the contractual provision of the financial instrument. Subsequently, all financial instruments are measured at amortized cost using the effective interest method.

The financial instruments of the Company consist of cash and cash equivalents, restricted cash, accounts receivable, long-term receivables, line of credit, trade payables, government assistance loans, accrued expenses and other current liabilities, earn-out liability, other long-term liabilities and long-term debt. In view of their nature, the fair value of most of the financial instruments approximates their carrying amounts.

The Company measures the fair value of its financial assets and liabilities using the fair value hierarchy. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

Level1 - Quoted prices in active markets for identical assets or liabilities.

Level2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The categorization of a financial instrument within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement.

The Company classifies its restricted cash and guaranteed investment certificates within Level 2 as it uses alternative pricing sources and models utilizing market observable inputs. Contingent earn-out consideration is classified within Level 3. The following tables set forth the fair value of the Company’s Level 2 and Level 3 financial assets and liabilities within the fair value hierarchy:

	Fair Value Measurements as of December 31, 2020
	Quoted Prices in Active Markets using Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets
Guaranteed Investment Certificates ("GIC")	$	—	$	64	$	—	$	64
Restricted cash		—		83		—		83
Total assets	$	—	$	147	$	—	$	147
Liabilities
Contingent earn-out consideration		—		—		147		147
Total liabilities	$	—	$	—	$	147	$	147

	Fair Value Measurements as of December 31, 2019
	Quoted Prices in Active Markets using Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets
Guaranteed Investment Certificates ("GIC")	$	—	$	63	$	—	$	63
Restricted cash		—		83		—		83
Total assets	$	—	$	146	$	—	$	146
Liabilities
Contingent earn-out consideration		—		—		655		655
Total liabilities	$	—	$	—	$	655	$	655

The earn-out liability is measured using discounted cash flow techniques, with the expected cash outflows estimated based on the probability of assessment of the acquired business achieving the revenue metrics required for payment. Expected future revenues of the acquired business and the associated estimate of probability are not observable inputs. The payments due are based on point in time measurements of the metrics quarterly for two years from the acquisition date.Changes in the fair value of the earn-out liability were recognized in finance expenses in the consolidated statements of operations.

The following table provides a roll forward of the aggregate fair values of the earn-out liability as of December 31, 2020, for which fair value is determined using Level 3 inputs:

Beginning balance	$	950
Payments		(828	)
Change in value		533
December 31, 2019		655
Payments		(799	)
Change in value		291
December 31, 2020	$	147

In addition to earn-out contingent liability disclosed above, the Company has an annual installment payable of $250. On September 25, 2020, pursuant to an amendment to its master asset purchase agreement dated January 26, 2018, the Company established a payment plan for the earn out liability and annual installment payout, according to which $500 was paid before December 1, 2020 and $147 was paid on January 4, 2021.

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Accounts Receivable

12 Months Ended

Dec. 31, 2020

Receivables [Abstract]

Accounts Receivable

6. ACCOUNTS RECEIVABLE

The Company’s products may be sold under subscription contracts with control passing to the customer at the end of the lease term, which is generally 36 months. These arrangements are considered to be sales-type leases, where the present value of all cash flows to be received within the arrangement is recognized upon shipment to the customer as lease revenue.

A financing receivable is a contractual right to receive money, on demand or on fixed or determinable dates, that is recognized as an asset on the Company's consolidated balance sheets. The Company's financing receivables, consisting of its sales-type leases, totaled $49,096 and $72,602 at December 31, 2020 and 2019, respectively, and are included in accounts receivable and long-term receivables on the consolidated balance sheets. The Company evaluates the credit quality of an obligor at lease inception and monitors credit quality over the term of the underlying transactions.

The Company performed an assessment of the allowance for doubtful accounts as of December 31, 2020 and 2019. Based upon such assessment, the Company recorded an allowance for doubtful totaling $18,490 and $10,494 as of December 31, 2020 and 2019, respectively.

A summary of the Company’s accounts receivables is presented as follows:

	As of December 31,
	2020			2019
Gross accounts receivable	$	92,402		$	105,127
Unearned income		(3,728	)		(5,623	)
Allowance for doubtful accounts		(18,490	)		(10,494	)
	$	70,184		$	89,010
Reported as:
Current trade receivables	$	52,764		$	58,977
Current unearned interest income		(1,950	)		(3,942	)
Long-term trade receivables		21,148			35,656
Long-term unearned interest income		(1,778	)		(1,681	)
	$	70,184		$	89,010

Current subscription contracts are reported as part of accounts receivable. The following are the contractual commitments, net of allowance for doubtful accounts, to be received by the Company over the next 5 years:

			December 31,
	Total		2021		2022		2023		2024		2025
Current financing receivables, net of allowance of $7,190	$	27,948	$	27,948	$	—	$	—	$	—	$	—
Long-term financing receivables, net of allowance of $4,915		21,148		—		16,076		5,001		71		—
	$	49,096	$	27,948	$	16,076	$	5,001	$	71	$	—

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Select Balance Sheet and Statement of Operations Information

12 Months Ended

Dec. 31, 2020

Select Balance Sheet And Income Statement Information [Abstract]

Select Balance Sheet and Statement of Operations Information

7. SELECT BALANCE SHEET AND STATEMENT OF OPERATIONS INFORMATION

Inventory

Inventoryconsistsof thefollowing:

	December 31,
	2020		2019
Raw materials	$	838	$	877
Work-in-progress		1,232		2,067
Finished goods		15,689		15,900
Total inventory	$	17,759	$	18,844

Additions to inventory are primarily comprised of newly produced units and applicators, refurbishment cost from demonstration units and used equipment which were reacquired during the year from upgraded sales. The Company expensed $21,258 ($26,869 in 2019) in cost of goods sold during the year. The balance of cost of goods sold represents the sale of applicators, parts and warranties.

The Company provides for excess and obsolete inventories when conditions indicate that the inventory cost is not recoverable due to physical deterioration, usage, obsolescence, reductions in estimated future demand and reductions in selling prices. Inventory provisions are measured as the difference between the cost of inventory and net realizable value to establish a lower cost basis for the inventories. As of December 31, 2020, a provision for obsolescence of $1,208 ($1,439 in 2019) was taken against inventory.

Property and Equipment, Net

Propertyand equipment,netconsistof thefollowing:

		December 31,
	Useful Lives (in years)	2020			2019
Lab equipment tooling and molds	4 - 10	$	8,053		$	7,872
Office furniture and equipment	6 - 10		1,760			1,710
Leasehold improvements	up to 10		1,838			1,950
Computers and software	3		1,815			1,811
Vehicles	5 - 7		12			16
Total property and equipment			13,478			13,359
Less: Accumulated depreciation			(9,939	)		(8,711	)
Total property and equipment, net		$	3,539		$	4,648

Depreciation expense amounted to $1,331 and $1,026 for the years ended December 31, 2020 and 2019.

Other Current Assets

	December 31,
	2020		2019
Government remittances (1)	$	1,009	$	1,704
Consideration receivable from subsidiaries sale		2,580		-
Deferred financing costs		1,063		-
Sundry assets and miscellaneous		1,022		1,397
Total other current assets	$	5,674	$	3,101

(1) Government remittances are receivables from the local tax authorities for refund of sales taxes and income taxes.

Accrued Expenses and Other Current Liabilities

	December 31,
	2020		2019
Payroll and related expense	$	1,312	$	3,117
Accrued expenses		8,582		10,645
Commission accrual		2,827		4,215
Sales and consumption taxes		7,532		3,143
Total accrued expenses and other current liabilities	$	20,253	$	21,120

Warranty Accrual

The following table provides the details of the change in the Company’s warranty accrual:

	December 31,
	2020			2019
Balance as of the beginning of the year	$	1,977		$	1,336
Warranties assumed through business combination		-			273
Warranties issued during the year		761			1,038
Warranty costs incurred during the year		(1,099	)		(670	)
Balance at the end of the year	$	1,639		$	1,977
Current		1,106			1,254
Long-term		533			723
Total	$	1,639		$	1,977

Finance Expenses

The following table provides the details of the Company’s finance expenses:

	December 31,
	2020		2019
Interest expense	$	7,615	$	7,166
Gain on settlement of debt		—		(297	)
Accretion on long-term debt		728		680
Total finance expenses	$	8,343	$	7,549

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Intangible Assets and Goodwill

12 Months Ended

Dec. 31, 2020

Goodwill And Intangible Assets Disclosure [Abstract]

Intangible Assets and Goodwill

8. INTANGIBLE ASSETS AND GOODWILL

As described in Note 1, in November 2019, the Company completed its business combination with Venus Concept Ltd., which included the addition of goodwill of $24,847 and amortizable intangible assets, represented by the technology ($16,900) and the brand name ($1,200). Goodwill associated with the Merger was primarily attributable to the future revenue growth opportunities associated with additional share in the hair restoration market, as well as the value associated with the assembled workforce.

The carrying values of goodwill and indefinite-life intangible assets are subject to annual impairment assessment as of the last day of each fiscal year. Between annual assessments, impairment review may also be triggered by any significant events or changes in circumstances affecting the Company’s business. The COVID-19 pandemic significantly impacted the Company’s business during the first three months of 2020, including its sales, supply chain, manufacturing and accounts receivable collections. As a result, the Company considered the COVID-19 pandemic as a triggering event and conducted quantitative impairment assessment of its goodwill as of March 31, 2020.

The Company has one reporting unit and the reporting unit’s carrying value was compared to its estimated fair value. As of March 31, 2020, the Company estimated its fair value using a combination of income approach and market approach. The income approach is based on the present value of future cash flows, which are derived from long term financial forecasts, and requires significant assumptions including among others, a discount rate and a terminal value. The market approach is based on the observed ratios of enterprise value to revenue multiples of the Company and other comparable publicly traded companies. Based upon the results of the goodwill impairment assessment, the Company recorded an impairment charge of $27,450 as of March 31, 2020, which represented the full balance of goodwill for the reporting unit. Based on the analysis of the intangible assets and long-lived assets performed by management as of December 31, 2020, no further impairment was considered necessary.

Intangible assets net of accumulated amortization were as follows:

	At December 31, 2020
	Gross Amount		Accumulated Amortization			Net Amount
Customer relationships	$	1,400	$	(242	)	$	1,158
Brand		2,500		(540	)		1,960
Technology		16,900		(3,286	)		13,614
Supplier agreement		3,000		(867	)		2,133
Total intangible assets	$	23,800	$	(4,935	)	$	18,865

	At December 31, 2019
	Gross Amount		Accumulated Amortization			Net Amount
Customer relationships	$	1,400	$	(149	)	$	1,251
Brand		2,500		(276	)		2,224
Technology		16,900		(469	)		16,431
Supplier agreement		3,000		(568	)		2,432
Total intangible assets	$	23,800	$	(1,462	)	$	22,338

Estimated amortization expense for the next five fiscal years and all years thereafter are as follows:

Years ending December 31,
2021	$	3,473
2022		3,473
2023		3,473
2024		3,473
2025		3,473
Thereafter		1,500
Total	$	18,865

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2020

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

9. COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company and its subsidiaries have various operating lease agreements, which expire on various dates.

The Company recognizes rent expense on a straight-line basis over the non-cancellable lease period and records the difference between cash rent payments and the recognition of rent expense as a deferred rent liability. When leases contain escalation clauses, rent abatements and/or concessions, such as rent holidays and landlord or tenant incentives or allowances, the Company applies them in the determination of straight-line rent expense over the lease period.

Aggregate future minimum lease payments and purchase commitments with manufacturers as of December 31, 2020 are as follows:

Years ending December 31,	Office Lease		Purchase Commitments		Total
2021	$	1,701	$	7,309	$	9,010
2022		681		—		681
2023		277		—		277
2024		199		—		199
2025		204				204
Thereafter		994		—		994
Total	$	4,056	$	7,309	$	11,365

The total rent expense for all operating leases for the years ended December 31, 2020 and 2019 was $1,961 and $2,199, respectively.

Commitments

As of December 31, 2020, the Company has non-cancellable purchase orders placed with its contract manufacturers in the amount of $7,207. In addition, as of December 31, 2020, the Company had $686 of open purchase orders that can be cancelled with 180 days’ notice, except for a portion equal to 15% of the total amount representing the purchase of “long lead items”.

Legal Proceedings

Purported Shareholder Class Actions

Between May 23, 2018 and June 11, 2019, four putative shareholder class actions complaints were filed against Restoration Robotics, Inc., certain of its former officers and directors, certain of its venture capital investors, and the underwriters of the IPO. Two of these complaints, Wong v. Restoration Robotics, Inc., et al., No. 18CIV02609, and Li v. Restoration Robotics, Inc., et al., No. 19CIV08173 (together, the “State Actions”), were filed in the Superior Court of the State of California, County of San Mateo, and assert claims under Sections 11, 12(a)(2) and 15 of the Securities Act of 1933, or the Securities Act. The other two complaints, Guerrini v. Restoration Robotics, Inc., et al., No. 5:18-cv-03712-EJD and Yzeiraj v. Restoration Robotics, Inc., et al., No. 5:18-cv-03883-BLF (together, the “Federal Actions”), were filed in the United States District Court for the Northern District of California and assert claims under Sections 11 and 15 of the Securities Act. The complaints all allege, among other things, that the Restoration Robotics’ Registration Statement filed with the SEC on September 1, 2017 and the Prospectus filed with the SEC on October 13, 2017 in connection with Restoration Robotics’ IPO were inaccurate and misleading, contained untrue statements of material facts, omitted to state other facts necessary to make the statements made not misleading and omitted to state material facts required to be stated therein. The complaints seek unspecified monetary damages, other equitable relief and attorneys’ fees and costs.

In the State Actions Restoration Robotics, Inc., along with the other defendants, successfully demurred to the initial Wong complaint for failure to state a claim and secured a stay of both cases based on the forum selection clause contained in its Amended and Restated Certificate of Incorporation, which designates the federal district courts as the exclusive forums for claims arising under the Securities Act. However, on December 19, 2018, the Delaware Court of Chancery in Sciabacucchi v. Salzberg held that exclusive federal forum provisions are invalid under Delaware law. Based on this ruling, the San Mateo Superior Court lifted its stay of State Actions on December 10, 2019. On January 17, 2020, Plaintiffs in the State Actions filed a consolidated amended complaint for violations of federal securities laws, alleging again that, among other things, the Registration Statement filed with the SEC on September 1, 2017 and the Prospectus filed with the SEC on October 13, 2017 in connection with Restoration Robotics’ IPO were inaccurate and misleading, contained untrue statements of material facts, omitted to state other facts necessary to make the statements made not misleading and omitted to state material facts required to be stated therein. The complaint seeks unspecified monetary damages, other equitable relief and attorneys’ fees and costs. On February 24, 2020, the Company demurred to the consolidated amended complaint for failure to state a claim. On March 18, 2020, the Delaware Supreme Court reversed the Chancery Court’s decision in Sciabacucchi v. Salzberg and held that exclusive federal forum provisions are valid under Delaware law. On March 30, 2020, the Company filed a renewed motion to dismiss based on its federal forum selection clause. A hearing on the Company’s demurrer and renewed motion to dismiss was held on June 12, 2020. On September 1, 2020, the court granted the renewed motion to dismiss based on the Company’s forum selection clause as to the Company and individual defendants, but not as to the venture capital and underwriter defendants. On September 22, 2020, the Court entered a judgement of dismissal as to the Company and the individual defendants. On November 23, 2020, plaintiff filed a notice of appeal of the Court’s order granting the renewed motion to dismiss. That appeal is pending.

In the Federal Actions, which have been consolidated under the caption In re Restoration Robotics, Inc. Securities Litigation, Case No. 5:18-cv-03712-EJD, Lead Plaintiff Eduardo Guerrini filed his consolidated amended complaint for violations of federal securities laws on November 30, 2018. The consolidated amended complaint alleges again that, among other things, Restoration Robotics’ Registration Statement filed with the SEC on September 1, 2017 and the Prospectus filed with the SEC on October 13, 2017 in connection with the IPO were inaccurate and misleading, contained untrue statements of material facts, omitted to state other facts necessary to make the statements made not misleading and omitted to state material facts required to be stated therein. On January 29, 2019, Restoration Robotics, Inc., along with certain of its former officers and directors, filed a motion to dismiss the consolidated amended complaint for failure to state a claim. On October 18, 2019, the District Court granted Restoration Robotics, Inc. motion to dismiss as to all but two allegedly false or misleading statements contained in the Company’s Prospectus. On December 9, 2019, the Company filed its answer to the consolidated amended complaint denying the falsity of these statements, and discovery is underway. On May 29, 2020, Lead Plaintiff filed a motion for class certification, which the Company elected not to oppose, and on July 29, 2020, the court certified a class of investors who purchased shares of the Company common stock pursuant or traceable to the Company’s initial public offering. On February 22, 2021, the District Court granted the parties’ joint stipulation to stay all pending deadlines on the basis that the parties had reached a settlement in principle for all claims in the Federal Actions. Lead Plaintiff must file his motion for preliminary approval of the settlement by April 8, 2021.

In addition to the State and Federal Actions, on July 11, 2019, a verified shareholder derivative complaint was filed in the United States District Court for the Northern District of California, captioned Mason v. Rhodes, No. 5:19-cv-03997-NC. The complaint alleges that certain of Restoration Robotics’ former officers and directors breached their fiduciary duties, have been unjustly enriched and violated Section 14(a) of the Securities Exchange Act of 1934, or the Exchange Act, in connection with the IPO and Restoration Robotics’ 2018 proxy statement. The complaint seeks unspecified damages, declaratory relief, other equitable relief and attorneys’ fees and costs. On August 21, 2019, the District Court granted the parties’ joint stipulation to stay the Mason action during the pendency of the Federal Actions. On December 15, 2020, the District Court granted the parties’ further stipulation to stay the Mason action during the pendency of the Federal Action, and the case remains stayed.

The Company believes that the remaining lawsuits are without merit and management intends to vigorously defend against these claims.

Administrative Investigation Case

The Company’s Chinese subsidiary, Venus Concept China, imports and sells registered medical devices and unregistered non-medical devices in the People’s Republic of China (“PRC”). One of its unregistered products has been the subject of inquiries from two district level branches of the SAMR, Xuhui MSA and Huangpu MSA, as to whether the product was properly sold as a non-medical device. In January 2019, Venus Concept China applied to register a version of this non-medical device as a medical device with the National Medical Products Administration of PRC (“NMPA”). On June 12, 2019, Venus Concept China was informed that Xuhui MSA had opened an administrative investigation case related to whether the device is an unregistered medical device, as a result of a complaint that Xuhui MSA received from a former distributor of Venus Concept China. Huangpu MSA notified Venus Concept China that it would be suspending its separate investigation against Venus Concept China, pending the results of the Xuhui MSA investigation. The Company and Venus Concept China have voluntarily stopped sales in China of this product. On December 11, 2019, Xuhui MSA informed Venus Concept China that a determination had been made by the Shanghai Medical Products Administration that Versa’s IPL function should be administered as a Class II medical device. Xuhui MSA also suggested that Venus Concept China consider a voluntary recall of all Versa units sold in China. In late January 2020, Venus Concept China received a copy of the Shanghai Medical Products Administration’s determination that because of the intended uses for Versa’s IPL function comprise medical treatment functions such as “treatment of benign pigmented epidermis and skin lesions,” Versa’s IPL function should be administered as a Class II medical device.

In April 2020, Venus Concept China received a determination from NMPA on its application for registering Versa’s IPL function as a medical device. NMPA has approved the registration of one applicator HR 650 for hair removal as a Class II medical device out of the four IPL applicators for which Venus Concept China had originally applied. The date of registration is April 15, 2020. Venus Concept China also submitted an explanation letter and a draft Corrective & Preventive Action Report plan to Xuhui MSA during a meeting with the local authority on April 23, 2020.

On March 4, 2021, the Xuhui MSA issued a written administrative penalty hearing notice (the “Notice”) to Venus Concept China. The Notice stated that Venus Concept China’s sale of Versa violated the relevant Chinese medical device administration regulation. As a result, Xuhui MSA proposed an administrative monetary penalty in the amount of approximately $150 or 976 Chinese Yuan (“CNY”) (the “Penalty Amount”). On March 8, 2021, Venus Concept China gave written notice to Xuhui MSA that it accepts the penalty decision proposed by Xuhui MSA. On March 19, 2021, Xuhui MSA issued a written administrative penalty decision to Venus Concept China (the “Decision”), which affirmed the administrative penalty proposed by the Notice. On March 19, 2021, the same day the Decision was issued, Venus Concept China remitted the full Penalty Amount to Xuhui MSA. Acceptance of the payment of the Penalty Amount by Xuhui MSA resulted in the conclusion of its investigation case against Venus Concept China and settlement of this matter.

Further, the Company may from time to time continue to be involved in various legal proceedings of a character normally incident to the ordinary course of its business, which the Company does not deem to be material to its business and results of operations.

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Main Street Term Loan

12 Months Ended

Dec. 31, 2020

Main Street Term Loan

Debt Instrument [Line Items]

Main Street Term Loan/Madryn Long-term Debt and Convertible Notes

10. MAIN STREET TERM LOAN

On December 8, 2020, the Company executed a loan and security agreement, a promissory note, and related documents for a loan in the aggregate amount of $50,000 for which CNB will serve as a lender pursuant to the Main Street Priority Loan Facility as established by the Board of Governors of the Federal Reserve System Section 13(3) of the Federal Reserve Act (the “MSLP Loan”). On December 9, 2020, the MSLP Loan had been funded and the transaction was closed. The MSLP Note has a term of five years and bears interest at a rate per annum equal to 30-day LIBOR plus 3%. On December 8, 2023 and December 8, 2024, the Company must make an annual payment of principal plus accrued but unpaid interest in an amount equal to fifteen percent (15%) of the outstanding principal balance of the MSLP Note (inclusive of accrued but unpaid interest). The entire outstanding principal balance of the MSLP Note together with all accrued and unpaid interest is due and payable in full on December 8, 2025. The Company may prepay the MSLP Loan at any time without incurring any prepayment penalties. The MSLP Note provides for customary events of default, including, among others, those relating to a failure to make payment, bankruptcy, breaches of representations and covenants, and the occurrence of certain events. In addition, the MSLP Loan Agreement and MSLP Note contain various covenants that limit the Company’s ability to engage in specified types of transactions. Subject to limited exceptions, these covenants limit the Company’s ability, without CNB’s consent, to, among other things, sell, lease, transfer, exclusively license or dispose of our assets, incur, create or permit to exist additional indebtedness, or liens, to make dividends and other restricted payments, and to make certain changes to its ownership structure.

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Madryn Long-term Debt and Convertible Notes

12 Months Ended

Dec. 31, 2020

Madryn Long-term Debt and Convertible Notes

Debt Instrument [Line Items]

Main Street Term Loan/Madryn Long-term Debt and Convertible Notes

11. madryn LONG-TERM DEBT and convertible notes

Madryn Credit Agreement

On October 11, 2016, Venus Concept Ltd. entered into a credit agreement as a guarantor with Madryn Health Partners, LP, as administrative agent, and certain of its affiliates as lenders (collectively, “Madryn”), as amended (the “Madryn Credit Agreement”), pursuant to which Madryn agreed to make certain loans to certain of Venus Concept Ltd.’s subsidiaries (the “Subsidiary Obligors”). The Madryn Credit Agreement is comprised of four tranches of debt aggregating $70,000. As of September 30, 2020, and as of December 31, 2019, the Subsidiary Obligors had borrowed $60,000 under the term A-1 and A-2 and B tranches of the Madryn Credit Agreement. Term C borrowings of $10,000 were undrawn and are no longer available. Borrowings under the Madryn Credit Agreement were secured by substantially all of the Company’s assets and the assets of the Subsidiary Obligors. On the 24th payment date, which is September 30, 2022, the aggregate outstanding principal amount of the loans, together with any accrued and unpaid interest thereon and all other amounts due and owing under the loan agreement were to become due and payable in full.

In connection with the Merger, the Company entered into an amendment to the Madryn Credit Agreement, dated as of November 7, 2019, (the “Amendment”), pursuant to which the Company joined as (i) a guarantor to the Madryn Credit Agreement and (ii) a grantor to the certain security agreement, dated October 11, 2016, (as amended, restated, supplemented or otherwise modified from time to time), by and among the grantors from time to time party thereto and the administrative agent (the “U.S. Security Agreement”).

Effective August 14, 2018, interest on the Madryn loan was 9.00%, payable quarterly. Previously, interest was payable quarterly, at the Company’s option, as follows: cash interest 9.00% during the interest only period, which was 3 years or 12 principal payments after closing, plus an additional 4.00% rate, paid in kind (“PIK”). The Company had the option of settling the PIK interest in cash or adding the owed interest to the principal amount of the loan.

On April 29, 2020, the Company entered into the Twelfth Amendment to the Madryn Credit Agreement that (i) required that interest payments for the period beginning January 1, 2020 and ending on, and including, April 29, 2020 (the “PIK Period”), be paid-in-kind, (ii) increased the interest rate from 9.00% per annum to 12.00% per annum during the PIK Period and (iii) require the Company to provide certain additional financial and other reporting information to the lenders.

On June 30, 2020, the Company entered into the Thirteenth Amendment to the Madryn Credit Agreement that (i) extended the PIK Period through June 30, 2020, (ii) reduced the consolidated minimum revenue threshold requirement (a) for the four consecutive fiscal quarter period ended June 30, 2020, to at least $85,000 and (b) for the four consecutive fiscal quarter period ending September 30, 2020, to at least $75,000, (iii) required the Company to raise at least $5,000 of cash proceeds from the issuance of equity during the period June 1, 2020 through September 30, 2020 and (iv) obligated the Company to use its best efforts to raise an additional $2,000 of cash proceeds from the issuance of equity during the period June 1, 2020 through September 30, 2020.

On September 30, 2020, the Company entered into the Fourteenth Amendment to the Madryn Credit Agreement that (i) required that fifty percent (50%) of the interest payments for the period beginning July 1, 2020 and ending on, and including, September 30, 2020 (the “Second PIK Period”), be paid in cash, (ii) the remaining fifty percent (50%) of the interest payments for the Second PIK Period, to be paid in kind, and (iii) increased the interest rate applicable to the Second PIK Period from 9.00% per annum to 10.50% per annum during the Second PIK Period.

On December 9, 2020, contemporaneously with the MSLP Loan Agreement (Note 10), the Company, Venus USA, Venus Concept Canada Corp., Venus Concept Ltd., and the Madryn Noteholders (as defined below), entered into a Securities Exchange Agreement (the “Exchange Agreement”) dated as of December 8, 2020, pursuant to which the Company (i) repaid $42,500 aggregate principal amount owed under the Madryn Credit Agreement, and (ii) issued, to the Madryn Health Partners (Cayman Master), LP and Madryn Health Partners, LP (the “Madryn Noteholders”) secured subordinated convertible notes (the “Notes”) in the aggregate principal amount of $26,695. The Madryn Credit Agreement was terminated effective December 9, 2020 upon the funding and closing of the MSLP Loan and the issuance of the Notes.

According to the Exchange Agreement, the Company shall pay to each investor its ratable share of an aggregate $1,600 closing fee. The closing fee shall be paid in the form of outstanding principal balance of the Notes as of the closing date. Since the closing fee is paid to the existing creditors (Madryn Noteholders were also creditors under the Madryn Credit Agreement), it was included in the calculation of the loss on extinguishment. The total loss recognized on extinguishment was $2,938.

Secured Subordinated Convertible Notes

The Notes will accrue interest at a rate of 8.0% per annum from the date of original issuance of the Notes to the third anniversary date of the original issuance and thereafter interest will accrue at a rate 6.0% per annum. Under certain circumstances, in the case of an event of default under the Notes, the then applicable interest rate will increase by 4.0% per annum. Interest is payable quarterly in arrears on the last business day of each calendar quarter of each year after the original issuance date, beginning on December 31, 2020. The Notes will mature on December 9, 2025, unless earlier redeemed or converted. In connection with the Exchange Agreement, the Company also entered into (i) a Guaranty and Security Agreement dated as of December 9, 2020 (the “Madryn Security Agreement”), by and among pursuant to which the Company agreed to grant Madryn a security interest, in substantially all of its assets, to secure the obligations under the Notes and (ii) a Subordination of Debt Agreement dated as of December 9, 2020 (the “CNB Subordination Agreement”). The security interests and liens granted to the Madryn Noteholders under the Madryn Security Agreement will terminate upon the earlier of (i) an assignment of the Notes (other than to an affiliate of the Madryn Noteholders) pursuant to the terms of the Exchange Agreement and (ii) the first date on which the outstanding principal amount of the Notes is less than $10,000. Obligations under the Notes are secured by substantially all of the assets of the Company and its subsidiaries party to the Madryn Security Agreement. The Company obligations under the Notes and the security interests and liens created by the Madryn Security Agreement are subordinated to the Company’s indebtedness owing to CNB (including, but not limited, pursuant to the MSLP Loan Agreement and the CNB Loan Agreement) and any security interests and liens which secure such indebtedness owing to CNB. The Notes have a 5-year term and the interest rate on the convertible notes decreases to 6% on the third anniversary of the issuance. The Notes are convertible at any time into shares of the Company’s common stock, par value $0.0001 per share, calculated by dividing the outstanding principal amount of the Notes (and any accrued and unpaid interest under the Notes) by the initial conversion price of $3.25 per share. In connection with the Notes, the Company recognized interest expense of $135 during the period from December 9, 2020 through December 31, 2020. The conversion feature, providing the Madryn Noteholders with a right to receive the Company’s shares upon conversion of the Notes, was qualified for a scope exception in ASC 815-10-15 and did not require bifurcation. The Notes also contained embedded redemption features that provided multiple redemption alternatives. Certain redemption features provided the Madryn Noteholders with a right to receive cash and a variable number of shares upon change of control and an event of default (as defined in the Notes). The Company evaluated redemption upon change of control and an event of default under ASC 815, Derivatives and Hedging, and determined that these two redemption features required bifurcation. These embedded derivatives were accounted for as liabilities at their estimated fair value as of the date of issuance, and then subsequently remeasured to fair value as of each balance sheet date, with the related remeasurement adjustment being recognized as a component of change in fair value of derivative liabilities in the consolidated statements of operations. The Company determined the likelihood of event of default and change of control as remote as of December 9, 2020, and December 31, 2020, therefore a nominal value was allocated to the underlying embedded derivative liabilities as of December 9, 2020, and December 31, 2020.

The scheduled payments on the outstanding borrowings as of December 31, 2020 are as follows:

	As of December 31, 2020
2021	$	2,136
2022		2,136
2023		2,102
2024		1,606
2025		28,196
Total	$	36,176

For the year ended December 31, 2020, the Company did not make any principal repayments.

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Credit Facility

12 Months Ended

Dec. 31, 2020

Line Of Credit Facility [Abstract]

Credit Facility

12.Credit facility

The Company has an agreement with City National Bank of Florida (“CNB”) pursuant to which CNB agreed to provide a revolving credit facility to certain of the Company’s subsidiaries in the maximum principal amount of $10,000 ($10,000 in 2019, starting from April 2019), to be used to finance working capital requirements (the “CNB Loan Agreement”).

On March 20, 2020, the Company entered into a Second Amended and Restated Loan Agreement as a borrower with CNB, as amended, pursuant to which CNB agreed to make certain loans and other financial accommodations to the Company, and certain of its subsidiaries. In connection with the CNB Loan Agreement, the Company also entered into (i) a Second Amended and Restated Guaranty of Payment and Performance with CNB dated as of March 20, 2020, (the “CNB Guaranty”), pursuant to which the Company agreed to guaranty the obligations under the CNB Loan Agreement and (ii) a Security Agreement with CNB dated as of March 20, 2020, (the “CNB Security Agreement”), pursuant to which the Company agreed to grant CNB a security interest, in substantially all of its assets, to secure the obligations under the CNB Loan Agreement. Borrowings under the CNB Loan Agreement are secured by substantially all of the assets of the Company and its subsidiaries and the CNB Guaranty.

On December 9, 2020, the Company entered into the Third Amended and Restated Loan Agreement pursuant to which CNB provided a revolving credit facility to the Company in the maximum principal amount of $10,000 to be used to finance working capital requirements.

The CNB Loan Agreement contains various covenants that limit the Company’s ability to engage in specified types of transactions. Subject to limited exceptions, these covenants limit the Company’s ability, without CNB’s consent, to, among other things, sell, lease, transfer, exclusively license or dispose of the Company’s assets, incur, create or permit to exist additional indebtedness, or liens, to make dividends and certain other restricted payments, and to make certain changes to its management and/or ownership structure. The CNB Loan Agreement also contains a covenant requiring that a minimum of $23,000 in cash be held in a deposit account maintained with CNB for one year following the closing of the CNB Loan Agreement, and after the first anniversary of the CNB Loan Agreement, a minimum of $3,000 in cash must be held in a deposit account maintained with CNB. The Madryn Noteholders (defined above) have agreed to hold $20,000 in cash in an escrow account at CNB, and pursuant to an escrow agreement, such cash will be released back to the Madryn Noteholders on the first anniversary of the CNB Loan Agreement. The Company is required to maintain $3,000 in cash in a deposit account maintained with CNB at all times during the term of the CNB Loan Agreement. In addition, the CNB Loan Agreement contains certain covenants that require the Company to achieve certain minimum account balances, or a minimum debt service coverage ratio and a maximum total liability to tangible net worth ratio. If the Company or its subsidiaries fails to comply with these covenants, it will result in a default and require the Company to repay all outstanding principal amounts and any accrued interest. In connection with the CNB Loan Agreement, a loan fee of $1,000 is payable in equal installments on January 25, February 25 and March 25, 2021.

As of December 31, 2020 and December 31, 2019, the Company was in compliance with all required covenants. An event of default under this agreement would cause a default under the MSLP Loan (see Note 10).

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Government Assistance Programs

12 Months Ended

Dec. 31, 2020

Government Assistance Programs [Abstract]

Government Assistance Programs

13. GOVERNMENT ASSISTANCE PROGRAMS

The Company and one of its subsidiaries, Venus Concept USA Inc. (“Venus USA”), received funding in the total amount of $4,048 in connection with two Small Business Loans under the federal Paycheck Protection Program provided in Section 7(a) of the Small Business Act of 1953, as amended by the Coronavirus Aid, Relief, and Economic Security Act, as amended from time to time (the “PPP”).

The Company entered the U.S. Small Business Administration Note dated as of April 21, 2020 in favor of CNB pursuant to which the Company borrowed $1,665 original principal amount, which was funded on April 29, 2020 (the “Venus Concept PPP Loan”). The Venus Concept PPP Loan bears interest at 1% per annum and matures in two years from the date of disbursement of funds under the loan. Interest and principal payments under the Venus Concept PPP Loan will be deferred for a period of six months.

The Venus Concept PPP Loan contains certain covenants which, among other things, restrict the Company’s use of the proceeds of the PPP Loan to the payment of payroll costs, interest on mortgage obligations, rent obligations and utility expenses, require compliance with all other loans or other agreements with any creditor of the Company, to the extent that a default under any loan or other agreement would materially affect the Company’s ability to repay its PPP Loan and limit the Company’s ability to make certain changes to its ownership structure.

Venus USA entered into a U.S. Small Business Administration Note dated as of April 15, 2020 in favor of CNB. Venus USA borrowed $2,383 original principal amount, which was funded on April 20, 2020 (the “Venus USA PPP Loan” and together with the Venus Concept PPP Loan, individually each a “PPP Loan” and collectively, the “PPP Loans”). The terms of the Venus USA PPP Loan are substantially similar to the terms of the Venus Concept PPP Loan.

Under certain circumstances, all or a portion of the PPP Loans may be forgiven, however, there can be no assurance that any portion of the PPP Loans will be forgiven and that the Company would not be required to repay the PPP Loans in full. The Company recorded PPP Loans within the long-term liabilities in the consolidated balance sheet.

Under the Madryn Credit Agreement each PPP Loan is permitted to be incurred by the Company and Venus Concept USA as long as certain conditions remain satisfied, including that all PPP Loans must be forgiven other than any amount which can fit under existing permitted debt baskets in the Madryn Credit Agreement. If the Company and/or Venus Concept USA defaults on the respective PPP Loan or if any of the conditions to the incurrence thereof under the Madryn Credit Agreement are not satisfied (i) events of default will occur under the Madryn Credit Agreement and the CNB Loan Agreement and (ii) the Company and Venus Concept USA may be required to immediately repay their respective PPP Loan.

The U.S. Small Business Administration (the “SBA”) has decided, in consultation with the Department of the Treasury, that it will review all loans in excess of $2,000 following the lender’s submission of the borrower’s loan forgiveness application. To the extent that the SBA’s audit determines that Venus Concept USA was not entitled to the loan under the PPP, the loan may not be forgiven, an event of default would occur under the Madryn Credit Agreement and Venus Concept USA could be subject to civil and criminal penalties.

As of December 31, 2020, the Company had $4,110 outstanding under the PPP Loans (none as of December 31, 2019).

Certain of the Company’s subsidiaries applied for government assistance programs and received government subsidies aggregating to $1,117. The terms of these government assistance programs vary by jurisdiction. The Company recorded government subsidies received as a reduction to the associated wage costs in general and administrative expenses in the consolidated statement of operations.

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Common Stock Reserved For Issuance

12 Months Ended

Dec. 31, 2020

Equity [Abstract]

Common Stock Reserved For Issuance

14. COMMON STOCK RESERVED FOR ISSUANCE

The Company is required to reserve and keep available out of its authorized but unissued shares of Common Stock a number of shares sufficient to affect the conversion of all outstanding shares of convertible preferred stock, plus options granted and available for grant under the incentive plans.

	December 31, 2020		December 31, 2019
Outstanding common stock warrants		16,290,067		3,990,067
Outstanding stock options		4,433,392		3,278,439
Shares reserved for future option grants		262,622		742,828
Shares reserved for Lincoln Park		5,222,867		—
Shares reserved for Madryn Noteholders		8,213,880		—
Total common stock reserved for issuance		34,422,828		8,011,334

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Stockholders Equity

12 Months Ended

Dec. 31, 2020

Equity [Abstract]

Stockholders Equity

15. STOCKHOLDERS EQUITY

Common Stock

The Company’s common stock confers upon its holders the following rights:

• The right to participate and vote in the Company’s stockholder meetings, whether annual or special. Each share will entitle its holder, when attending and participating in the voting in person or via proxy, to one vote;

• The right to a share in the distribution of dividends, whether in cash or in the form of bonus shares, the distribution of assets or any other distribution pro rata to the par value of the shares held by them; and

• The right to a share in the distribution of the Company’s excess assets upon liquidation pro rata to the par value of the shares held by them.

Series A Preferred Stock

As noted in Note 1 above, in March 2020, the Company issued and sold to certain Investors an aggregate of 660,000 shares of Series A Preferred Stock. The terms of the Series A Preferred Stock are governed by a Certificate of Designation filed by the Company with the Secretary of State of the State of Delaware on March 18, 2020. The following is a summary of the material terms of the Series A Preferred Stock:

• Voting Rights. The Series A Preferred Stock has no voting rights except as required by law and except that the consent of the holders of a majority of outstanding shares of the Series A Preferred Stock will be required to amend the terms of the Series A Preferred Stock or take certain other actions with respect to the Series A Preferred Stock.

• Liquidation. The Series A Preferred Stock does not have a preference upon any liquidation, dissolution or winding-up of the Company.

• Conversion. The Series A Preferred Stock is automatically convertible into shares of common stock, based on an initial conversion ratio of 1:10, as adjusted in accordance with the Certificate of Designation, upon receipt of the approval of the Company’s stockholders. The Company is not permitted to issue any shares of common stock upon conversion of the Series A Preferred Stock to the extent that the issuance of such shares of common stock would exceed 19.99% of the Company’s outstanding shares of common stock as of the date of the initial issuance of the Series A Preferred Stock, unless the Company obtains shareholder approval to issue more than such 19.99% (the “Conversion Cap”). The Conversion Cap will be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction.

• Dividends. No dividends will be paid on the outstanding shares of the Series A Preferred Stock.

• Redemption. The Series A Preferred Stock is not redeemable at the election of the Company or at the election of the holder.

• Maturity. The Series A Preferred Stock shall be perpetual unless converted.

Upon issuance, the effective conversion price of the Series A Preferred Stock of $1.93 per share was lower than the market price of the Company’s common stock on the date of issuance of the Series A Preferred Stock of $2.47 per share; as a result, the Company recorded the beneficial conversion feature of $3,564 in APIC. Because the Series A Preferred Stock is perpetual, it is carried at the amount recorded at inception. Subsequently, upon conversion of the Series A Preferred Stock, the beneficial conversion feature was accounted for as deemed dividend as disclosed below.

The Company evaluated the Series A Preferred Stock for liability or equity classification in accordance with the provisions of ASC 480, Distinguishing Liabilities from Equity, and determined that equity treatment was appropriate because the Series A Preferred Stock did not meet the definition of the liability instruments defined thereunder for convertible instruments. Specifically, the Series A Preferred Stock is not mandatorily redeemable and does not embody an obligation to buy back the shares outside of the Company’s control in a manner that could require the transfer of assets. Additionally, the Company determined that the Series A Preferred Stock would be recorded as permanent equity, not temporary equity, based on the guidance of ASC 480 given that the holders of equally and more subordinated equity would be entitled to also receive the same form of consideration upon the occurrence of the event that gives rise to the redemption or events of redemption that are within the control of the Company.

Since Series A Preferred Stock was sold as a unit with warrants, the proceeds received were allocated to each instrument on a relative fair value basis as it is described below.All outstanding shares of Series A Preferred Stock were converted into shares of common stock on June 16, 2020, as described below.

2020 Private Placement Warrants

As noted in Note 1 above, in March 2020, the Company issued and sold to the Investors in the 2020 Private Placement warrants to purchase up to 6,675,000 shares of common stock with an exercise price of $3.50 per share, along with the shares of common stock and preferred stock the Investors purchased. The 2020 Private Placement Warrants have a five-year term and are exercisable beginning 181 days after their issue date. The Company evaluated the 2020 Private Placement Warrants for liability or equity classification in accordance with the provisions of ASC 480, Distinguishing Liabilities from Equity, and determined that equity treatment was appropriate because the warrants only require settlement through the issuance of the Company’s common stock which is not redeemable, and do not represent an obligation to issue a variable number of shares. Based on this guidance, the Company determined, for each issuance, that the 2020 Private Placement Warrants did not need to be accounted for as a liability. Accordingly, the 2020 Private Placement Warrants were classified as equity and are not subject to remeasurement at each balance sheet date. The proceeds received in the 2020 Private Placement were allocated to each instrument on a relative fair value basis.

Total net proceeds of $20,300 reduced by $3,564 of the beneficial conversion feature were allocated as follows: $8,063 to Series A Preferred Stock, $4,052 to shares of common stock and $4,621 to the 2020 Private Placement Warrants issued. Series A Preferred Stock and common stock issued in the 2020 Private Placement were recorded at par value of $0.0001 with the excess of par value recorded in APIC.

Conversion of Series A Preferred Stock shares

On June 16, 2020, upon the approval of the Company’s stockholders, 660,000 shares of Series A Preferred Stock were converted into 6,600,000 shares of the Company’s common stock. As a result of the conversion, in accordance with ASC 470-20-40-1, the beneficial conversion feature of $3,564 was recorded as a deemed dividend in APIC, that has been presented as a component of the net loss attributable to common stockholders in the Company’s consolidated statement of operations.

December 2020 Public Offering Warrants and common stock

As noted in Note 1 above, in December 2020, the Company issued and sold to the investors in the December 2020 Offering 11,250,000 shares of its common stock and warrants to purchase up to 5,625,000 shares of common stock with an exercise price of $2.50 per share. The December 2020 Offering Warrants have a five-year term and are exercisable immediately. The Company evaluated the December 2020 Public Offering Warrants for liability or equity classification in accordance with the provisions of ASC 480, Distinguishing Liabilities from Equity, and determined that equity treatment was appropriate because the warrants only require settlement through the issuance of the Company’s common stock, which is not redeemable, and do not represent an obligation to issue a variable number of shares. Based on this guidance, the Company determined, for each issuance, that the December 2020 Public Offering Warrants did not need to be accounted for as a liability. Accordingly, the December 2020 Public Offering Warrants were classified as equity and are not subject to remeasurement at each balance sheet date. The proceeds received in the December 2020 Public Offering were allocated to each instrument on a relative fair value basis.

Total net proceeds of $20,476 were allocated as follows: $17,828 to shares of common stock and $2,648 to the December 2020 Offering Warrants issued. Common stock issued in the December 2020 Public Offering were recorded at par value of $0.0001 with the excess of par value recorded in APIC.

2010 Share Option Plan

In November 2010, the Company’s Board of Directors (the “Board”) adopted a share option plan (the “2010 Share Option Plan”) pursuant to which shares of the Company’s common stock are reserved for issuance upon the exercise of options to be granted to directors, officers, employees and consultants of the Company. The 2010 Share Option Plan is administered by the Company’s Board, which designates the options and dates of grant. Options granted vest over a period determined by the Board, originally had a contractual life of seven years, which was extended by ten years in November 2017 and are non-assignable except by the laws of descent. The Board has the authority to prescribe, amend and rescind rules and regulations relating to the 2010 Share Option Plan, provided that any such amendment or rescindment that would adversely affect the rights of an Optionee that has received or been granted an Option shall not be made without the Optionee’s written consent. As of December 31, 2020, the number of shares of the Company’s common stock reserved for issuance and available for grant under the 2010 Share Option Plan was 138,275 (44,450 as of December 31, 2019).

2019Incentive Award Plan

The 2019 Incentive Award Plan was originally established under the name Restoration Robotics, Inc., as the 2017 Incentive Award Plan. It was adopted by the Company’s Board on September 12, 2017 and approved by the Company’s stockholders on September 14, 2017. The 2017 Incentive Award Plan was amended, restated, and renamed as set forth above, and was approved by the Company’s stockholders on October 4, 2019.

Under the 2019 Plan, 450,000 shares of common stock were initially reserved for issuance pursuant to a variety of stock-based compensation awards, including stock options, stock appreciation rights, or SARs, performance stock awards, performance stock unit awards, restricted stock awards, restricted stock unit awards and other stock-based awards, plus the number of shares remaining available for future awards under the 2019 Plan as of the date of the Merger. As of December 31, 2020, there were 124,347 of shares of common stock available under the 2019 Plan (698,378 as of December 31, 2019). The 2019 Plan contains an “evergreen” provision, pursuant to which the number of shares of common stock reserved for issuance pursuant to awards under such plan shall be increased on the first day of each year from 2020 and ending in 2029 equal to the lesser of (A) four percent (4.00%) of the shares of stock outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares of stock as determined by the Board.

The Company recognized stock-based compensation for its employees and non-employees in the accompanying consolidated statements of operations as follows:

	Year Ended December 31,
	2020		2019
Cost of sales	$	25	$	3
Selling and marketing		872		840
General and administrative		1,151		1,238
Research and development		90		77
Total stock-based compensation	$	2,138	$	2,158

Stock Options

The fair value of each option is estimated at the date of grant using the Black-Scholes option pricing formula with the following assumptions:

	Year Ended December 31,
	2020	2019
Expected term (in years)	6.00-6.54	4.00-5.00
Risk-free interest rate	0.38-1.5%	1.4-2.53%
Expected volatility	42.83%	49.00%
Expected dividend rate	0%	0%

Expected Term—The expected term represents management’s best estimate for the options to be exercised by option holders.

Volatility—Since the Company does not have a trading history for its common stock, the expected volatility was derived from the historical stock volatilities of comparable peer public companies within its industry that are considered to be comparable to the Company’s business over a period equivalent to the expected term of the stock-based awards.

Risk-Free Interest Rate—The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date of grant for zero-coupon U.S. Treasury notes with maturities approximately equal to the stock-based awards’ expected term.

Dividend Rate—The expected dividend is zero as the Company has not paid nor does it anticipate paying any dividends on its common stock in the foreseeable future.

Fair Value of Common Stock— Prior to the Merger, Venus Concept Ltd. used the price per share in its latest sale of securities as an estimate of the fair value of its ordinary shares. After the closing of the Merger, the fair value of the Company’s Common Stock is used to estimate the fair value of the stock-based awards at grant date.

The following table summarizes stock option activity under the Company’s stock option plan:

	Number of Shares			Weighted- Average Exercise Price per Share, $		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding – January 1, 2020		3,278,439			5.29		5.08	$	4,885
Options granted		1,978,000			4.17				-
Options exercised		(469,754	)		2.45				464
Options forfeited/cancelled		(353,293	)		13.76				1
Outstanding - December 31, 2020		4,433,392			4.59		6.20	$	247
Exercisable – December 31, 2020		2,593,711			4.40		4.32	$	247
Expected to vest – after December 31, 2020		1,839,681			3.70		7.61	$	-

The following tables summarize information about share options outstanding and exercisable on December 31, 2020:

	Options Outstanding						Options Exercisable
Exercise Price Range	Number		Weighted average remaining contractual term (years)		Weighted average Exercise Price		Options exercisable		Weighted average remaining contractual term (years)		Weighted average Exercise Price
$0.15 - $3.64		2,878,185		6.01	$	3.05		1,643,103		3.62	$	2.71
$4.26 - $7.95		1,498,383		6.57		6.78		909,832		5.50		6.42
$12.45 - $26.10		35,011		7.58		18.45		19,638		7.45		18.89
$27.00 - $33.00		12,998		3.85		27.99		12,954		3.84		27.98
$36.00 - $94.65		8,815		6.37		46.14		8,184		6.37		45.41
		4,433,392		6.20	$	4.59		2,593,711		4.32	$	4.40

The aggregate intrinsic value of options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those options that had exercise prices lower than the fair value of the Company’s common stock. The total intrinsic value of options exercised were $464 and $1,532 for the years ended December 31, 2020 and 2019, respectively.

The weighted-average grant date fair value of options granted was $4.17 and $5.50 per share for the years ended December 31, 2020 and 2019, respectively.

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Income Taxes

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Income Taxes

16. INCOME TAXES

The geographical breakdown of loss before income taxes is as follows:

	Year Ended December 31,
	2020			2019
United States	$	(63,259	)	$	(23,194	)
Other jurisdictions		(18,378	)		(17,244	)
Loss before income taxes	$	(81,637	)	$	(40,438	)

The components of the provision for income taxes are as follows:

	Year Ended December 31,
	2020			2019
Current tax provision:
Federal	$	—		$	—
Foreign		1,619			2,989
Total current tax provision		1,619			2,989
Deferred tax benefit:
Federal		—			—
Foreign		(438	)		(1,132	)
Total deferred tax benefit	$	(438	)	$	(1,132	)
Total provision for income taxes	$	1,181		$	1,857

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

A valuation allowance is provided when it is more likely than not that the deferred tax assets will not be realized. On the basis of this evaluation, as of December 31, 2020, a valuation allowance of $82,587 has been recorded to recognize only the portion of the deferred tax asset that is more likely than not to be realized. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for growth. The valuation allowance increased by $26,433 and $54,049 for the years ended December 31, 2020 and 2019, respectively. The increases in valuation allowance in 2020 was due to ongoing operational losses.

The Company’s effective tax rate substantially differed from the federal statutory tax rate primarily due to the change in the valuation allowance. The reconciliation between income taxes computed at the federal statutory income tax rate and the provision for income taxes is as follows:

	Year Ended December 31,
	2020			2019
Loss before income taxes	$	(81,637	)	$	(40,438	)
Theoretical tax benefit at the statutory rate (21.0% in 2020, 23.9% in 2019)		(17,144	)		(9,665	)
Differences in jurisdictional tax rates		(2,817	)		(337	)
Recognition of losses		—			(1,923	)
Valuation allowance		12,416			12,343
Non-deductible expenses		8,080			2,217
Other		646			(778	)
Total income tax provision		1,181			1,857
Net loss	$	(82,818	)	$	(42,295	)

The components of the deferred tax assets and deferred tax liabilities are as follows:

	December 31,
	2020			2019
Deferred tax assets:
Property and equipment	$	735		$	81
Deferred revenue		2,065			101
Allowance for doubtful accounts		2,670			440
Intangible assets		(2,554	)		—
Non-deductible expenses		8,350			—
Warranty and other reserves		729			—
Other		114			—
Loss carryforwards		71,362			56,154
Valuation allowance		(82,587	)		(56,154	)
Total deferred tax assets	$	884		$	622
Deferred tax liabilities:
Deferred revenue	$	811		$	1,017
Total deferred tax liabilities	$	811		$	1,017

As of December 31, 2020, the Company had federal, state and foreign net operating loss (“NOL”) carryforwards of approximately $285,094 ($228,396 in 2019). The use of the U.S. NOL carryforwards might be subject to limitation under the rules regarding a change in stock ownership as determined by the IRC and similar state provisions; however, a complete analysis of the limitation of the NOL carryforwards will not be complete until the time the Company projects it will be able to utilize such NOLs. The NOL carryforwards expire between 2022 and indefinitely, and valuation allowances have been reserved, where necessary. The Company also had the U.S. federal and state research and development credit carryforwards of approximately $2,680 and $2,602, respectively, as of December 31, 2020. The federal credits will expire starting in 2025 if not utilized. The state credits have no expiration date.

We may recognize the tax benefit from uncertain tax positions only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and income tax disclosures. During the year we determined that $884 of future tax benefits met this criterion.

Utilization of the research and development credits carryforwards may be subject to an annual limitation due to the ownership percentage change limitations provided by the IRC. However, the Company has not conducted a formal study to determine the extent of the limitations, which could impact the realizability of these credit carryforwards in future periods. The annual limitations may result in the expiration of the net operating losses and research and development credits before utilization.

The Company files income tax returns in the United States and in various state jurisdictions with varying statutes of limitations. Tax years 2014 through 2020 remain open to examination by the Internal Revenue Service for the U.S. federal tax purposes.

Uncertain Tax Positions

The activity related to gross amount of unrecognized tax benefits is as follows:

	Year Ended December 31,
	2020		2019
Balance as of the beginning of the year	$	1,467	$	1,467
Increases related to tax positions in prior period		57		—
Increases related to tax positions taken during the current period		60		—
Balance at the end of the year	$	1,584	$	1,467

These amounts are related to certain deferred tax assets with a corresponding valuation allowance. If recognized, the impact on the Company’s effective tax rate would not be material due to the full valuation allowance. Management believes that there will not be any significant changes in the Company’s unrecognized tax benefits in the next twelve-months.

The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes in the accompanying consolidated statement of operations. Accrued interest and penalties, if applicable, are included in accrued expenses and other current liabilities in the consolidated balance sheets. For the years ended December 31, 2020 and 2019, the Company did not recognize any accrued interest and penalties.

The activity related to the tax effected amount of the recognized tax position as follows:

	Year Ended December 31,
	2020			2019
Balance as of the beginning of the year	$	-		$	-
Increases related to tax positions in prior period		(369	)		—
Increase related to interest expense		(109	)		—
Balance at the end of the year	$	(478	)	$	-

Additional current tax expense has been booked including interest and penalties relating to Venus Concept Australia Pty Ltd. for its historical tax return filing positions, which may be successfully challenged by the Australian Tax Office. The Company has recognized the full amount of the potential tax liability plus interest. Management believes that there will not be any significant changes in the Company’s recognized tax position in the next twelve-months. As such, the amount has been classified as a long-term tax payable in the consolidated balance sheet.

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Segment and Geographic Information

12 Months Ended

Dec. 31, 2020

Segment Reporting [Abstract]

Segment and Geographic Information

17. SEGMENT AND GEOGRAPHIC INFORMATION

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (CODM) in deciding how to allocate resources to an individual segment and in assessing performance. The Company's CODM is its Chief Executive Officer. The Company has determined it operates in a single operating segment and has one reportable segment, as the CODM reviews financial information presented on a consolidated basis accompanied by disaggregated information about revenues by geography and type for purposes of making operating decisions, allocating resources, and evaluating financial performance. The Company does not assess the performance of individual product line on measures of profit or loss, or asset-based metrics. Therefore, the information below is presented only for revenues by geography and type.

Revenue by geographic location, which is based on the product shipped to location, is summarized as follows:

	Year Ended December 31,
	2020		2019
United States	$	33,987	$	47,723
International		44,027		62,683
Total revenue	$	78,014	$	110,406

As of December 31, 2020, long-lived assets in the amount of $19,828 were located in the United States and $2,576 were located in foreign locations. As of December 31, 2019, long-lived assets in the amount of $23,883 were located in the United States and $3,103 were located in foreign locations.

Revenue by type is a key indicator for providing management with an understanding of the Company’s financial performance, which is organized into four different categories:

1. Lease revenue - includes all system sales with typical lease terms of 36 months.

2. System revenue – includes all systems sales with payment terms within 12 months.

3. Product revenue – includes skincare, hair and other consumables payable upon receipt.

4. Service revenue - includes NeoGraft® technician services, ad agency services and extended warranty sales.

The following table presents revenue by type:

	Year Ended December 31,
	2020		2019
Lease revenue	$	33,428	$	65,170
System revenue		28,957		31,730
Product revenue		10,858		6,943
Service revenue		4,771		6,563
Total revenue	$	78,014	$	110,406

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Related Party Transactions

12 Months Ended

Dec. 31, 2020

Related Party Transactions [Abstract]

Related Party Transactions

18. RELATED PARTY TRANSACTIONS

All amounts were at recorded at the exchange amount, which is the amount established and agreed to by the related parties. The following are transactions between the Company and parties related through employment.

Distribution agreements

On January 1, 2018, the Company entered into a new Distribution Agreement with Technicalbiomed Co., Ltd. (“TBC”), pursuant to which TBC will continue to distribute the Company’s products in Thailand. A senior manager of the Company is a 30.0% shareholder of TBC. For the years ended December 31, 2020 and 2019, TBC purchased products in the amount of $278 and $378, respectively, under this distribution agreement. These sales are included in products and services revenue.

Intellectual Property Transfer Agreement

In August 2013, the Company entered into a license agreement for the rights to an invention for fractional radio frequency treatment of the skin with the developers of the technology. Pursuant to the license agreement, the developers, amongst which one is a senior executive of the Company, granted to the Company an exclusive worldwide, perpetual, irrevocable license to develop and commercialize their inventions and any product into which it is integrated. As consideration for such license, the Company agreed to pay the developers 7.0% of the gross income received by the Company from sales of the Venus Viva® system and the related consumables and $1.50 per Venus Versa™ system, up to an aggregate amount of $3,000. For the years ended December 31, 2020 and 2019, the Company paid $nil and $806, respectively, in royalties and reported the amounts under research and development expenses in the consolidated financial statements. No amounts were outstanding as of December 31, 2020 and December 31, 2019.

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Subsequent Events

12 Months Ended

Dec. 31, 2020

Subsequent Events [Abstract]

Subsequent Events

19. SUBSEQUENT EVENTS

In February 2021, several investors exercised an aggregate of 361,200 December 2020 Public Offering Warrants at the exercise price of $2.50 per share. The total proceeds received by the Company from the December 2020 Public Offering Warrants exercises were $903.

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP).

Principles of Consolidation

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Venus Concept Inc. and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated on consolidation. Where the Company does not own 100% of its subsidiaries, it accounts for the partial ownership interest through non-controlling interest.

Use of Estimates

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates and assumptions made in the accompanying consolidated financial statements include, but are not limited to, the implicit interest rate used to record lease revenue, allowance for doubtful accounts, inventory valuation, stock-based compensation, warranty accrual, the valuation and measurement of deferred tax assets and liabilities, accrued severance pay, useful lives of property and equipment, earn-out liability, useful lives of intangible assets, impairment of long-lived assets and goodwill and valuation of acquired intangible assets and goodwill. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could materially differ from those estimates.

The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company and the unknown future impacts of COVID-19 as of December 31, 2020 and through the date of this report filing. The accounting matters assessed included, but were not limited to, the allowance for doubtful accounts and the carrying value of goodwill, intangible and long-lived assets. Based on the assessment performed, the Company recorded COVID-19 related additional allowance for doubtful accounts of $11,088 for the year ended December 31, 2020. The Company recorded goodwill impairment of $27,450 (Note 8), which represented the entire value of goodwill, as of March 31, 2020.

Restatement of Comparative Amounts

Restatement of Comparative Amounts

Venus Concept Ltd. previously classified the issuance of common stock and preferred stock as a credit to common stock. In accordance with U.S. GAAP, amounts issued in excess of par value are required to be accounted for in additional paid in capital (“APIC”). The error is a reclassification from common stock into APIC and has an overall immaterial impact on the consolidated statement of stockholders’ equity and consolidated balance sheet. Items previously reported have been reclassified to conform to U.S. GAAP and the reclassification did not have any impact on the Company’s consolidated statements of operations, consolidated statements of comprehensive loss, consolidated statements of cash flows and net loss per share calculations.

The following table summarizes the impact of the restatement adjustments on Venus Concept Ltd.’s previously reported consolidated financial statements:

	As previously reported		Adjustment			As restated
	$		$			$
Consolidated balance sheet and consolidated statement of stockholders' equity
January 1, 2019
Common Stock		57,101		(57,096	)		5
Additional paid in capital		10,399		57,096			67,495
March 31, 2019
Common Stock		57,108		(57,103	)		5
Additional paid in capital		10,774		57,103			67,877
June 30, 2019
Common Stock		57,108		(57,103	)		5
Additional paid in capital		11,818		57,103			68,921
September 30, 2019
Common Stock		57,459		(57,454	)		5
Additional paid in capital		11,937		57,454			69,391

Foreign Currency

Foreign Currency

The consolidated financial statements are presented in U.S. dollars. Amounts reported in thousands within this report are computed based on the amounts in dollars. As a result, the sum of the components reported in thousands may not equal the total amount reported in thousands due to rounding. Certain columns and rows within tables may not add due to the use of rounded numbers. Percentages presented are calculated from the underlying numbers in dollars. The Company and its subsidiaries’ functional currency is the U.S. dollar as determined by management.

All exchange gains and losses from remeasurement of monetary balance sheet items resulting from transactions in non-functional currencies are recorded in the consolidated statements of operations as they arise.

In respect of transactions denominated in currencies other than the Company and its subsidiaries’ functional currencies, the monetary assets and liabilities are remeasured at the period end rates. Revenue and expenses are remeasured at rates of exchange prevailing on the transaction dates. All of the exchange gains or losses resulting from these transactions are recognized in the consolidated statements of operations.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents consist primarily of funds invested in readily available checking and savings accounts, investments in money market funds and short-term time deposits.

Restricted Cash

Restricted Cash

As of December 31, 2020, and 2019, the Company was required to hold $83 and $83, respectively, in a separate deposit account as collateral for rent and credit cards.

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents, accounts receivable and long-term receivables. The Company’s cash and cash equivalents are invested primarily in deposits with major banks worldwide, as such minimal credit risk exists with respect to such investments. The Company’s trade receivables are derived from global sales to customers. An allowance for doubtful accounts is provided with respect to all balances for which collection is deemed to be doubtful.

Risks and Uncertainties

Risks and Uncertainties

The Company has considered the impact of COVID-19 on its consolidated financial statements. COVID-19 has had a significant negative impact on the Company’s consolidated financial statements as of December 31, 2020 and for the year then ended, and management expects the pandemic to continue to have a negative impact in the foreseeable future, the extent of which is uncertain and largely subject to whether the severity of the pandemic worsens, or duration lengthens. These impacts could include, but may not be limited to, risks and uncertainties related to the ability of the Company’s sales and marketing personnel and distributors to access the Company’s customer base, disruptions to the Company’s global supply chain, reduced demand and/or suspension of operations by the Company’s subscription customers which could impact their ability to make monthly payments, or deferral of aesthetic or hair restoration procedures which would impact the Company’s revenues. Consequently, these have negatively impacted the Company’s results of operations, cash flows and its overall financial condition. In addition, the impact of COVID-19 may subject the Company to future risk of material intangible and long-lived assets impairments, increased reserves for uncollectible accounts, and adjustments for inventory and market volatility for items subject to fair value measurements.

Besides COVID-19, the Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, rapid technological change, continued acceptance of the Company’s products, competition from substitute products and larger companies, protection of proprietary technology, strategic relationships and dependence on key individuals. If the Company fails to adhere to the FDA’s Quality System Regulation, or regulations in countries other than the United States, the FDA or other regulators may withdraw its market clearances or take other action. The Company relies on suppliers to manufacture some of the components used in its products. The Company’s suppliers may encounter supply interruptions or problems during manufacturing due to a variety of reasons, including failure to comply with applicable regulations, including the FDA’s Quality System Regulation, making errors in manufacturing or losing access to critical services and components, any of which could delay or impede the Company’s ability to meet demand for its products.

The Company has borrowings with interest rates that are subject to fluctuations as charged by the lender. The Company does not use derivative financial instruments to mitigate the exposure to interest rate risk. The Company’s objective is to have sufficient liquidity to meet its liabilities when due. The Company monitors its cash balances and cash used in operating activities to meet its requirements. As of December 31, 2020 and 2019, the most significant financial liabilities are the line of credit, trade payables, accrued expenses and other current liabilities and long-term debt.

Concentration of Customers

Concentration of Customers

For the years ended December 31, 2020 and 2019, there were no customers accounting for more than 10% of the Company’s revenue. As of December 31, 2020 and 2019, there were no customers accounting for more than 10% of the Company’s accounts receivable.

Allowance for Doubtful Accounts

Allowance for Doubtful Accounts

Trade accounts receivable do not bear interest and are typically not collateralized. The Company performs ongoing credit evaluations of its customers’ financial condition and maintains an allowance for doubtful accounts. Uncollectible accounts are charged to expense when deemed uncollectible, and accounts receivable are presented net of an allowance for doubtful accounts. Accounts receivable are deemed past due in accordance with the contractual terms of the agreement. Actual losses may differ from our estimates and could be material to our consolidated financial position, results of operations and cash flows. The allowance for doubtful accounts was $18,490 and $10,494 as of December 31, 2020 and 2019, respectively.

The allowance for doubtful accounts consisted of the following activity for years ended December 31, 2020 and 2019 (in thousands):

	As of December 31,
	2020			2019
Balance at beginning of year	$	10,494		$	4,408
Write-offs		(6,536	)		(3,905	)
Provision		15,212			9,991
Sale of subsidiaries		(680	)	-
Balance at end of year	$	18,490		$	10,494

Inventory

Inventory

Inventories are stated at the lower of cost or net realizable value and include raw materials, work in progress and finished goods. Cost is determined as follows:

Raw Materials and Work in Progress (“WIP”) – Cost is determined on a standard cost basis utilizing the weighted average cost of historical purchases, which approximates actual cost.

The cost of WIP and finished goods includes the cost of raw materials and the applicable share of the cost of labor and fixed and variable production overheads.

The Company regularly evaluates the value of inventory based on a combination of factors including the following: historical usage rates, product end of life dates, technological obsolescence and product introductions. The Company includes demonstration units within inventories. Proceeds from the sale of demonstration units are recorded as revenue.

Long-term Receivables

Long-term Receivables

Long-term receivables relate to the Company’s subscription revenue or contracts which stipulate payment terms which exceed one year. They are comprised of the unpaid principal balance, plus accrued interest, net of the allowance for credit losses. These receivables have been discounted based on the implicit interest rate in the subscription lease which range between 8% to 9% in 2020 and 8% to 9% in 2019. Unearned interest revenue represents the interest only portion of the respective subscription payments and will be recognized in income over the respective payment term as it is earned.

Deferred revenues represent payments received prior to the income being earned. Once the equipment has been delivered or the services have been rendered, these amounts are recognized in income.

Property and Equipment

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which is between three and ten years. Leasehold improvements are depreciated over the lesser of the life of the lease or the useful life of the improvements. Maintenance and repairs are charged to expense as incurred. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the consolidated balance sheets, and any resulting gain or loss is reflected in the consolidated statements of operations.

Intangible Assets

Intangible Assets

Intangible assets consist of customer relationships, brand, technology and supplier agreement. Intangible assets are stated at cost less accumulated amortization. Amortization is computed using the straight-line method over the estimated useful lives of the respective assets, which range from approximately six to fifteen years.

The useful lives of intangible assets are based on the Company’s assessment of various factors impacting estimated cash flows, such as the product’s position in its lifecycle, the existence or absence of like products in the market, various other competitive and regulatory issues, and contractual terms.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

The Company accounts for the impairment of long-lived assets in accordance with FASB, Accounting Standards Codification (“ASC”) 360-10, “Accounting for the Impairment of Long-Lived Assets”. This standard requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the assets’ carrying amounts may not be recoverable. For assets that are to be held and used, impairment is assessed when the estimated undiscounted cash flows associated with the asset or group of assets is less than their carrying values. If impairment exists, an adjustment is made to write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and fair value. Fair values are determined based on quoted market values, discounted cash flows or internal and external appraisals, as applicable. Assets to be disposed of are carried at the lower of carrying value and estimated net realizable value. During the years ended December 31, 2020 and 2019, there was no impairment of long-lived assets.

Goodwill

Goodwill

Goodwill represents the excess of the purchase price of the business acquired over the fair value of the net identifiable assets of an acquired business. The Company allocates goodwill to reporting units at the time of acquisition or when there is a change in the reporting structure and bases that allocation on which reporting units will benefit from the acquired assets and liabilities. Reporting units are defined as operating segments or one level below an operating segment, referred to as a component.

Goodwill is not amortized but is tested for impairment annually or more frequently when an event occurs, or circumstances change that indicate the carrying value may not be recoverable. The carrying values of goodwill and indefinite-life intangible assets are subject to annual impairment assessment as of the last day of each fiscal year. Between annual assessments, impairment review may also be triggered by any significant events or changes in circumstances affecting the Company’s business. The COVID-19 pandemic had significantly impacted the Company’s business during the first three months of 2020, including its sales, supply chain, manufacturing and accounts receivable collections. As a result, the Company considered the COVID-19 pandemic as a triggering event and conducted quantitative impairment assessment of its goodwill as of March 31, 2020.

The Company has one reporting unit and the reporting unit’s carrying value was compared to its estimated fair value. As of March 31, 2020, the Company estimated its fair value using a combination of income approach and market approach. The income approach is based on the present value of future cash flows, which are derived from long term financial forecasts, and requires significant assumptions including among others, a discount rate and a terminal value. The market approach is based on the observed ratios of enterprise value to revenue multiples of the Company and other comparable publicly traded companies. Based upon the results of the goodwill impairment assessment, the Company recorded an impairment charge of $27,450 as of March 31, 2020, which represented the full balance of goodwill for the reporting unit. Based on the analysis of the intangible assets and long-lived assets performed by the management as of December 31, 2020, no further impairment was required.

Debt Issuance Costs

Debt Issuance Costs

Costs related to the issuance of debt are presented as a direct deduction to the carrying value of the debt and are amortized to accretion expenses using the effective interest rate method over the term of the related debt.

Derivatives

Derivatives

The Company reviews the terms of convertible notes, equity instruments and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Derivative financial instruments are initially measured at their fair value. Derivative financial instruments that are accounted for as liabilities, are initially recorded at fair value and then re-valued at each reporting date, with changes in the fair value recognized in the consolidated statements of operations.

Revenue Recognition

Revenue Recognition

The Company adopted Accounting Standards Codification (“ASC”) 606 “Revenue from contract with customers” (“ASC 606”) on January 1, 2019 using the modified retrospective method for all contracts not completed as of the date of adoption. The adoption of ASC 606 represents a change in accounting principle that will more closely align revenue recognition with the delivery of the Company’s goods or services and will provide the consolidated financial statements’ readers with enhanced disclosures.

The Company generates revenue from (1) sales of systems through the subscription model, traditional system sales to customers and distributors, (2) other product revenues from the sale of marketing supplies and kits, consumables and Venus Concept’s skincare and hair products and (3) service revenue from the sale of VeroGrafters™ technician services, 2two5 internal advertising agency services and an extended warranty service contracts provided to existing customers. 2two5 internal advertising agency services were discontinued in the third quarter of 2020. These revenues were not material to the Company’s 2020 results.

Many of the Company’s products are sold under subscription contracts with control passing to the customer at the earlier of the end of the term and when the payment is received in full. The subscription contracts include an initial deposit followed by monthly installments typically over a period of 36 months. In accordance with ASC 840 “Leases” (“ASC 840”), these arrangements are considered to be sales-type leases, where the present value of all cash flows to be received within the arrangement is recognized upon shipment to the customer and achievement of the required revenue recognition criteria. Various accounting and reporting systems are used to monitor subscription receivables which include providing access codes to operate the machines to paying customers and restricting access codes on machines to non-paying customers.

The Company recognizes revenues on other products and services in accordance with ASC 606. Revenue is recognized based on the following five steps: (1) identification of the contract(s) with the customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; and (4) allocation of the transaction price to the separate performance obligations in the contract; and (5) recognition of revenue when (or as) the entity satisfies a performance obligation.

The Company does not grant rights of return to its end customers. The Company’s products sold through arrangements with distributors are non-refundable, non-returnable and without any rights of price protection. The Company records revenue net of sales tax and shipping and handling costs.

Cost of Goods

Cost of Goods

For subscription sales (qualifying as sales-type lease arrangements) and product sales, the costs are recognized upon shipment to the customer or distributor.

Advertising Costs

Advertising Costs

The cost of advertising and media is expensed as incurred. For the years ended December 31, 2020 and 2019, advertising costs totaled $1,092 and $2,004, respectively.

Research and Development

Research and Development

Research and development costs are charged to operations as incurred. Major components of research and development expenses consist of personnel costs, including salaries and benefits, hardware and software research and development costs, regulatory affairs, and clinical costs.

Warranty

Warranty

The Company provides a standard warranty against defects for all of its systems. The warranty period begins upon shipment and is typically for a period between one and three years.

The Company records a liability for accrued warranty costs at the time of sale of a system, which consists of the warranty on products sold based on historical warranty costs and management’s estimates. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts thereof as necessary. The Company also provides an extended warranty service. Extended warranty can be purchased at any time after the purchase of a system and prior to the expiration of the standard warranty provided with the sale of the system. Extended warranty services include standard warranty services.

The Company recognizes the revenue from the sale of an extended warranty over the period of the extended warranty and accounts it for separately from the standard warranty.

Income Taxes

Income Taxes

The Company follows the deferred income taxes method of accounting for income taxes. Under this method, deferred income taxes are recognized for the future tax consequences attributable to differences between the financial statement carrying values of accounts and their respective income tax basis. Deferred income tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years during which the temporary differences are expected to be realized or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is included in income in the period that includes the enactment date.

The Company establishes valuation allowances when necessary to reduce deferred tax assets to the amounts that are more likely than not to be realized. The Company evaluates tax positions taken or expected to be taken in the course of preparing tax returns to determine whether the tax positions have met a “more likely-than-not” threshold of being sustained by the applicable tax authority. Tax benefits related to tax positions not deemed to meet the “more likely-than-not” threshold are not permitted to be recognized in the consolidated financial statements.

Uncertain Tax Positions

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained on examination based on the technical merit of the position. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement.

The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments. The Company recognizes interest charges and penalties related to unrecognized tax benefits as a component of the tax provision and recognizes interest charges and penalties related to recognized tax positions in the accompanying consolidated statements of operations.

Stock-Based Compensation

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation” (“ASC 718”). ASC 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service period in the Company’s consolidated statements of operations.

The fair value of stock options (“options”) on the grant date is estimated using the Black-Scholes option-pricing model using the single-option approach. The Black-Scholes option pricing model requires the use of highly subjective and complex assumptions, including the option’s expected term and the price volatility of the underlying stock, to determine the fair value of the award. The Company recognizes compensation expenses for the value of its awards granted based on the straight-line method over the requisite service period of each of the awards. The Company has made a policy choice to account for forfeitures when they occur.

Stock options granted to non-employees are based on the fair value on the grant date and re-measured at the end of each reporting period based on the fair value until the earlier of the options being fully vested and completion of the performance obligations. These are subject to a service vesting condition and are recognized on a straight-line method over the requisite service period. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Estimated forfeitures are based on historical pre-vesting forfeitures.

Net Loss Per Share

Net Loss Per Share

The Company computes net (loss) income per share in accordance with ASC Topic 260, “Earnings Per Share” (“ASC 260”) and related guidance, which requires two calculations of net (loss) income attributable to the Company’s shareholders per share to be disclosed: basic and diluted. Convertible preferred shares are participating securities and are included in the calculation of basic and diluted net (loss) income per share using the two-class method. In periods where the Company reports net losses, such losses are not allocated to the convertible preferred shares for the computation of basic or diluted net (loss) income.

Diluted net (loss) income per share is the same as basic net (loss) income per share for the periods in which the Company had a net loss because the inclusion of outstanding common stock equivalents would be anti-dilutive.

Jobs Act Accounting Election

JOBS Act Accounting Election

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is (i) no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

Recently Issued Accounting Standards Not Yet Adopted

Recently Issued Accounting Standards Not Yet Adopted

In April 2020, Financial Accounting Standards Board (the “FASB”) issued a Staff Question-and-Answer Document (Q&A): ASC Topic 842 and ASC Topic 840: Accounting for Lease Concessions Related to the Effects of the COVID-19 Pandemic, that focuses on the application of the lease guidance for lease concessions related solely to the effects of COVID-19. The FASB issued the guidelines to reduce the burden and complexity for companies to account for such lease concessions (e.g., rent abatements or other economic incentives) under current lease accounting rules due to COVID-19 by providing certain practical expedients that can be used. This guidance can be applied immediately. The Company anticipates that the adoption of the guidance will not have a material impact on the Company’s consolidated financial statements.

In March 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-04 - Facilitation of the Effects of Reference Rate Reform on Financial Reporting (ASC Topic 848). This authoritative guidance provides optional relief for companies preparing for the discontinuation of interest rates such as LIBOR, which is expected to be phased out at the end of calendar 2021, and applies to lease contracts, hedging instruments, held-to-maturity debt securities and debt arrangements that have LIBOR as the benchmark rate. This guidance can be applied for a limited time, as of the beginning of the interim period that includes March 12, 2020 or any date thereafter, through December 31, 2022. The guidance may no longer be applied after December 31, 2022. In January 2021, the FASB issued authoritative guidance that makes amendments to the new rules on accounting for reference rate reform. The amendments clarify that all derivative instruments affected by the changes to interest rates used for discounting, margining or contract price alignment, regardless of whether they reference LIBOR, or another rate expected to be discontinued as a result of reference rate reform, an entity may apply certain practical expedients in ASC Topic 848. The Company is currently assessing the impact of applying this guidance as well as when to adopt this guidance.

In February 2020, the FASB issued authoritative guidance (ASU 2020-02 – Financial Instruments – Credit Losses (Topic 326) and Leases (Topic 842)) that amends and clarifies Topic 326 and Topic 842. For Topic 326, the codification was updated to include the SEC staff interpretations associated with registrants engaged in lending activities. ASC Topic 326 is effective for annual periods beginning after January 1, 2023, including interim periods within those fiscal years. The Company is currently evaluating the impact of applying this guidance on its financial instruments, such as accounts receivable.

In December 2019, the FASB issued ASU 2019-12 – Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, an authoritative guidance that simplifies the accounting for income taxes by removing certain exceptions and making simplifications in other areas. It is effective from the first quarter of fiscal year 2022, with early adoption permitted in any interim period. If adopted early, the Company must adopt all the amendments in the same period. The amendments have differing adoption methods including retrospectively, prospectively and/or modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption, depending on the specific change. The Company is currently evaluating the impact of applying this guidance and believes that it has transactions that may fall under the scope of this guidance.

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Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Summary of Restatement Adjustments on Previously Reported Consolidated Financial Statements

The following table summarizes the impact of the restatement adjustments on Venus Concept Ltd.’s previously reported consolidated financial statements:

	As previously reported		Adjustment			As restated
	$		$			$
Consolidated balance sheet and consolidated statement of stockholders' equity
January 1, 2019
Common Stock		57,101		(57,096	)		5
Additional paid in capital		10,399		57,096			67,495
March 31, 2019
Common Stock		57,108		(57,103	)		5
Additional paid in capital		10,774		57,103			67,877
June 30, 2019
Common Stock		57,108		(57,103	)		5
Additional paid in capital		11,818		57,103			68,921
September 30, 2019
Common Stock		57,459		(57,454	)		5
Additional paid in capital		11,937		57,454			69,391

Summary of Allowance for Doubtful Accounts

The allowance for doubtful accounts consisted of the following activity for years ended December 31, 2020 and 2019 (in thousands):

	As of December 31,
	2020			2019
Balance at beginning of year	$	10,494		$	4,408
Write-offs		(6,536	)		(3,905	)
Provision		15,212			9,991
Sale of subsidiaries		(680	)	-
Balance at end of year	$	18,490		$	10,494

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Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2020

Earnings Per Share [Abstract]

Computation of Basic and Diluted Net Loss and Weighted Average Number of Shares Used in Computing Basic and Diluted Net Loss Per Share

The following table sets forth the computation of basic and diluted net loss and the weighted average number of shares used in computing basic and diluted net loss per share (in thousands, except per share data):

	For the year ended December 31,
	2020			2019
Numerator:
Net loss	$	(82,818	)	$	(42,295	)
Net loss allocated to stockholders of the Company	$	(85,270	)	$	(40,619	)
Denominator:
Weighted-average shares of common stock outstanding used in computing net loss per share, basic and diluted		36,626			8,517
Net loss per share:
Basic and diluted	$	(2.33	)	$	(4.77	)

Outstanding Shares of Common Stock Equivalents Excluded from Calculation of Diluted Net Loss per Share Attributable to Common Stockholders

Due to the net loss, all the outstanding shares of common stock equivalents were excluded from the calculation of diluted net loss per share attributable to common stockholders for the years ended December 31, 2020 and 2019 because including them would have been antidilutive:

	December 31,
	2020		2019
Options to purchase common stock		2,593,711		2,727,764
Warrants for common stock		16,290,067		3,990,067
Total potential dilutive shares		18,883,778		6,717,831

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Fair Value Measurements - (Tables)

12 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Schedule of Fair Value of Level 2 and Level 3 Financial Assets and Liabilities

The Company classifies its restricted cash and guaranteed investment certificates within Level 2 as it uses alternative pricing sources and models utilizing market observable inputs. Contingent earn-out consideration is classified within Level 3. The following tables set forth the fair value of the Company’s Level 2 and Level 3 financial assets and liabilities within the fair value hierarchy:

	Fair Value Measurements as of December 31, 2020
	Quoted Prices in Active Markets using Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets
Guaranteed Investment Certificates ("GIC")	$	—	$	64	$	—	$	64
Restricted cash		—		83		—		83
Total assets	$	—	$	147	$	—	$	147
Liabilities
Contingent earn-out consideration		—		—		147		147
Total liabilities	$	—	$	—	$	147	$	147

	Fair Value Measurements as of December 31, 2019
	Quoted Prices in Active Markets using Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets
Guaranteed Investment Certificates ("GIC")	$	—	$	63	$	—	$	63
Restricted cash		—		83		—		83
Total assets	$	—	$	146	$	—	$	146
Liabilities
Contingent earn-out consideration		—		—		655		655
Total liabilities	$	—	$	—	$	655	$	655

Schedule Aggregate Fair Values of Earn-out Liability

The following table provides a roll forward of the aggregate fair values of the earn-out liability as of December 31, 2020, for which fair value is determined using Level 3 inputs:

Beginning balance	$	950
Payments		(828	)
Change in value		533
December 31, 2019		655
Payments		(799	)
Change in value		291
December 31, 2020	$	147

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Accounts Receivable (Tables)

12 Months Ended

Dec. 31, 2019

Receivables [Abstract]

Summary of Accounts Receivables

A summary of the Company’s accounts receivables is presented as follows:

	As of December 31,
	2020			2019
Gross accounts receivable	$	92,402		$	105,127
Unearned income		(3,728	)		(5,623	)
Allowance for doubtful accounts		(18,490	)		(10,494	)
	$	70,184		$	89,010
Reported as:
Current trade receivables	$	52,764		$	58,977
Current unearned interest income		(1,950	)		(3,942	)
Long-term trade receivables		21,148			35,656
Long-term unearned interest income		(1,778	)		(1,681	)
	$	70,184		$	89,010

Schedule of Contractual Commitments, Net of Allowance for Doubtful Accounts

The following are the contractual commitments, net of allowance for doubtful accounts, to be received by the Company over the next 5 years:

			December 31,
	Total		2021		2022		2023		2024		2025
Current financing receivables, net of allowance of $7,190	$	27,948	$	27,948	$	—	$	—	$	—	$	—
Long-term financing receivables, net of allowance of $4,915		21,148		—		16,076		5,001		71		—
	$	49,096	$	27,948	$	16,076	$	5,001	$	71	$	—

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Select Balance Sheet and Statement of Operations Information (Tables)

12 Months Ended

Dec. 31, 2020

Select Balance Sheet And Income Statement Information [Abstract]

Schedule of Inventory

Inventoryconsistsof thefollowing:

	December 31,
	2020		2019
Raw materials	$	838	$	877
Work-in-progress		1,232		2,067
Finished goods		15,689		15,900
Total inventory	$	17,759	$	18,844

Schedule of Property and Equipment, Net

Propertyand equipment,netconsistof thefollowing:

		December 31,
	Useful Lives (in years)	2020			2019
Lab equipment tooling and molds	4 - 10	$	8,053		$	7,872
Office furniture and equipment	6 - 10		1,760			1,710
Leasehold improvements	up to 10		1,838			1,950
Computers and software	3		1,815			1,811
Vehicles	5 - 7		12			16
Total property and equipment			13,478			13,359
Less: Accumulated depreciation			(9,939	)		(8,711	)
Total property and equipment, net		$	3,539		$	4,648

Schedule of Other Current Assets

	December 31,
	2020		2019
Government remittances (1)	$	1,009	$	1,704
Consideration receivable from subsidiaries sale		2,580		-
Deferred financing costs		1,063		-
Sundry assets and miscellaneous		1,022		1,397
Total other current assets	$	5,674	$	3,101

(1) Government remittances are receivables from the local tax authorities for refund of sales taxes and income taxes.

Schedule of Accrued Expenses and Other Current Liabilities

	December 31,
	2020		2019
Payroll and related expense	$	1,312	$	3,117
Accrued expenses		8,582		10,645
Commission accrual		2,827		4,215
Sales and consumption taxes		7,532		3,143
Total accrued expenses and other current liabilities	$	20,253	$	21,120

Schedule of Change in Warranty Accrual

The following table provides the details of the change in the Company’s warranty accrual:

	December 31,
	2020			2019
Balance as of the beginning of the year	$	1,977		$	1,336
Warranties assumed through business combination		-			273
Warranties issued during the year		761			1,038
Warranty costs incurred during the year		(1,099	)		(670	)
Balance at the end of the year	$	1,639		$	1,977
Current		1,106			1,254
Long-term		533			723
Total	$	1,639		$	1,977

Schedule of Finance Expenses

The following table provides the details of the Company’s finance expenses:

	December 31,
	2020		2019
Interest expense	$	7,615	$	7,166
Gain on settlement of debt		—		(297	)
Accretion on long-term debt		728		680
Total finance expenses	$	8,343	$	7,549

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Intangible Assets and Goodwill (Tables)

12 Months Ended

Dec. 31, 2020

Goodwill And Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets Net of Accumulated Amortization

Intangible assets net of accumulated amortization were as follows:

	At December 31, 2020
	Gross Amount		Accumulated Amortization			Net Amount
Customer relationships	$	1,400	$	(242	)	$	1,158
Brand		2,500		(540	)		1,960
Technology		16,900		(3,286	)		13,614
Supplier agreement		3,000		(867	)		2,133
Total intangible assets	$	23,800	$	(4,935	)	$	18,865

	At December 31, 2019
	Gross Amount		Accumulated Amortization			Net Amount
Customer relationships	$	1,400	$	(149	)	$	1,251
Brand		2,500		(276	)		2,224
Technology		16,900		(469	)		16,431
Supplier agreement		3,000		(568	)		2,432
Total intangible assets	$	23,800	$	(1,462	)	$	22,338

Schedule of Estimated Amortization Expense

Estimated amortization expense for the next five fiscal years and all years thereafter are as follows:

Years ending December 31,
2021	$	3,473
2022		3,473
2023		3,473
2024		3,473
2025		3,473
Thereafter		1,500
Total	$	18,865

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2020

Commitments And Contingencies Disclosure [Abstract]

Summary of Future Minimum Lease Payments and Purchase Commitments with Manufacturers

Aggregate future minimum lease payments and purchase commitments with manufacturers as of December 31, 2020 are as follows:

Years ending December 31,	Office Lease		Purchase Commitments		Total
2021	$	1,701	$	7,309	$	9,010
2022		681		—		681
2023		277		—		277
2024		199		—		199
2025		204				204
Thereafter		994		—		994
Total	$	4,056	$	7,309	$	11,365

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Madryn Long-term Debt and Convertible Notes (Tables)

12 Months Ended

Dec. 31, 2020

Debt Disclosure [Abstract]

Schedule Principal Payments on Outstanding Borrowings

The scheduled payments on the outstanding borrowings as of December 31, 2020 are as follows:

	As of December 31, 2020
2021	$	2,136
2022		2,136
2023		2,102
2024		1,606
2025		28,196
Total	$	36,176

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Common Stock Reserved For Issuance (Tables)

12 Months Ended

Dec. 31, 2020

Equity [Abstract]

Schedule of Common Stock Reserved for Issuance

The Company is required to reserve and keep available out of its authorized but unissued shares of Common Stock a number of shares sufficient to affect the conversion of all outstanding shares of convertible preferred stock, plus options granted and available for grant under the incentive plans.

	December 31, 2020		December 31, 2019
Outstanding common stock warrants		16,290,067		3,990,067
Outstanding stock options		4,433,392		3,278,439
Shares reserved for future option grants		262,622		742,828
Shares reserved for Lincoln Park		5,222,867		—
Shares reserved for Madryn Noteholders		8,213,880		—
Total common stock reserved for issuance		34,422,828		8,011,334

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Stockholders Equity (Tables)

12 Months Ended

Dec. 31, 2020

Equity [Abstract]

Summary of Recognized Stock-based Compensation Expense for Employees and Non-employees

The Company recognized stock-based compensation for its employees and non-employees in the accompanying consolidated statements of operations as follows:

	Year Ended December 31,
	2020		2019
Cost of sales	$	25	$	3
Selling and marketing		872		840
General and administrative		1,151		1,238
Research and development		90		77
Total stock-based compensation	$	2,138	$	2,158

Assumptions used in Fair Value of Option Estimated at Date of Grant using Black-Scholes-Merton Option Pricing Formula

The fair value of each option is estimated at the date of grant using the Black-Scholes option pricing formula with the following assumptions:

	Year Ended December 31,
	2020	2019
Expected term (in years)	6.00-6.54	4.00-5.00
Risk-free interest rate	0.38-1.5%	1.4-2.53%
Expected volatility	42.83%	49.00%
Expected dividend rate	0%	0%

Summary of Stock Option Activity

The following table summarizes stock option activity under the Company’s stock option plan:

	Number of Shares			Weighted- Average Exercise Price per Share, $		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding – January 1, 2020		3,278,439			5.29		5.08	$	4,885
Options granted		1,978,000			4.17				-
Options exercised		(469,754	)		2.45				464
Options forfeited/cancelled		(353,293	)		13.76				1
Outstanding - December 31, 2020		4,433,392			4.59		6.20	$	247
Exercisable – December 31, 2020		2,593,711			4.40		4.32	$	247
Expected to vest – after December 31, 2020		1,839,681			3.70		7.61	$	-

Summary of Information about Share Options Outstanding and Exercisable

The following tables summarize information about share options outstanding and exercisable on December 31, 2020:

	Options Outstanding						Options Exercisable
Exercise Price Range	Number		Weighted average remaining contractual term (years)		Weighted average Exercise Price		Options exercisable		Weighted average remaining contractual term (years)		Weighted average Exercise Price
$0.15 - $3.64		2,878,185		6.01	$	3.05		1,643,103		3.62	$	2.71
$4.26 - $7.95		1,498,383		6.57		6.78		909,832		5.50		6.42
$12.45 - $26.10		35,011		7.58		18.45		19,638		7.45		18.89
$27.00 - $33.00		12,998		3.85		27.99		12,954		3.84		27.98
$36.00 - $94.65		8,815		6.37		46.14		8,184		6.37		45.41
		4,433,392		6.20	$	4.59		2,593,711		4.32	$	4.40

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Schedule of Geographical Breakdown of Loss Before Income Taxes

The geographical breakdown of loss before income taxes is as follows:

	Year Ended December 31,
	2020			2019
United States	$	(63,259	)	$	(23,194	)
Other jurisdictions		(18,378	)		(17,244	)
Loss before income taxes	$	(81,637	)	$	(40,438	)

Schedule of Components of Provision for Income Taxes

The components of the provision for income taxes are as follows:

	Year Ended December 31,
	2020			2019
Current tax provision:
Federal	$	—		$	—
Foreign		1,619			2,989
Total current tax provision		1,619			2,989
Deferred tax benefit:
Federal		—			—
Foreign		(438	)		(1,132	)
Total deferred tax benefit	$	(438	)	$	(1,132	)
Total provision for income taxes	$	1,181		$	1,857

Reconciliation between Income Taxes Computed at Federal Statutory Income Tax Rate and Provision for Income Taxes

The reconciliation between income taxes computed at the federal statutory income tax rate and the provision for income taxes is as follows

	Year Ended December 31,
	2020			2019
Loss before income taxes	$	(81,637	)	$	(40,438	)
Theoretical tax benefit at the statutory rate (21.0% in 2020, 23.9% in 2019)		(17,144	)		(9,665	)
Differences in jurisdictional tax rates		(2,817	)		(337	)
Recognition of losses		—			(1,923	)
Valuation allowance		12,416			12,343
Non-deductible expenses		8,080			2,217
Other		646			(778	)
Total income tax provision		1,181			1,857
Net loss	$	(82,818	)	$	(42,295	)

Schedule of Components of Deferred Tax Assets and Deferred Tax Liabilities

The components of the deferred tax assets and deferred tax liabilities are as follows:

	December 31,
	2020			2019
Deferred tax assets:
Property and equipment	$	735		$	81
Deferred revenue		2,065			101
Allowance for doubtful accounts		2,670			440
Intangible assets		(2,554	)		—
Non-deductible expenses		8,350			—
Warranty and other reserves		729			—
Other		114			—
Loss carryforwards		71,362			56,154
Valuation allowance		(82,587	)		(56,154	)
Total deferred tax assets	$	884		$	622
Deferred tax liabilities:
Deferred revenue	$	811		$	1,017
Total deferred tax liabilities	$	811		$	1,017

Schedule of Reconciliation of Uncertain Tax Position

The activity related to gross amount of unrecognized tax benefits is as follows:

	Year Ended December 31,
	2020		2019
Balance as of the beginning of the year	$	1,467	$	1,467
Increases related to tax positions in prior period		57		—
Increases related to tax positions taken during the current period		60		—
Balance at the end of the year	$	1,584	$	1,467

Schedule of Tax Effected Amount of Recognized Tax Position

The activity related to the tax effected amount of the recognized tax position as follows:

	Year Ended December 31,
	2020			2019
Balance as of the beginning of the year	$	-		$	-
Increases related to tax positions in prior period		(369	)		—
Increase related to interest expense		(109	)		—
Balance at the end of the year	$	(478	)	$	-

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Segment and Geographic Information (Tables)

12 Months Ended

Dec. 31, 2020

Segment Reporting [Abstract]

Schedule of Revenue by Geographic Area

Revenue by geographic location, which is based on the product shipped to location, is summarized as follows:

	Year Ended December 31,
	2020		2019
United States	$	33,987	$	47,723
International		44,027		62,683
Total revenue	$	78,014	$	110,406

Schedule of Revenue by Type

The following table presents revenue by type:

	Year Ended December 31,
	2020		2019
Lease revenue	$	33,428	$	65,170
System revenue		28,957		31,730
Product revenue		10,858		6,943
Service revenue		4,771		6,563
Total revenue	$	78,014	$	110,406

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Nature of Operations - Additional Information (Details)					1 Months Ended		12 Months Ended
	Dec. 22, 2020 USD ($) $ / shares shares	Jun. 16, 2020 USD ($) $ / shares shares	Mar. 19, 2020 USD ($) $ / shares shares	Nov. 07, 2019 shares	Dec. 31, 2020 USD ($) $ / shares shares	Mar. 31, 2020 USD ($) shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) $ / shares shares
Nature Of Operations [Line Items]
Accumulated deficit					$ 157,392,000		$ 157,392,000	$ 75,686,000
Net proceeds from private placement					$ 20,476,000	$ 20,300,000
Net proceeds from shares issuance							$ 8,390,000
Common stock, shares issued | shares					53,551,126		53,551,126	28,686,116
Common stock, par value | $ / shares					$ 0.0001		$ 0.0001	$ 0.0001
Cash financing fees, net					$ 1,229,000		$ 1,229,000
Gross proceeds from stock issuance							20,475,000
Gain (loss) on disposal transaction					(2,526,000)		(2,526,000)
Common Stock
Nature Of Operations [Line Items]
Net proceeds from private placement						$ 4,052,000
Preferred stock convertible into common stock | shares		6,600,000
Private Placement
Nature Of Operations [Line Items]
Net proceeds from private placement							20,300,000
Stock, issuance costs							$ 1,951,000
December 2020 Public Offering Warrants
Nature Of Operations [Line Items]
Net proceeds from shares issuance					$ 2,648,000
Merger Agreement
Nature Of Operations [Line Items]
Right to number of shares to be received in exchange of each outstanding ordinary and preferred share | shares				8.6506
Investors | December 2020 Public Offering
Nature Of Operations [Line Items]
Common stock, par value | $ / shares	$ 0.0001
Common stock, shares issued | | shares	11,250,000
Combined offering price per share | $ / shares	$ 2.00
Gross proceeds from stock issuance	$ 22,500,000
Stock, issuance costs	$ 2,024,000
Investors | December 2020 Public Offering Warrants
Nature Of Operations [Line Items]
Exercise price of warrants | $ / shares	$ 2.50
Warrants expiry period	5 years
Investors | Securities Purchase Agreement
Nature Of Operations [Line Items]
Common stock, shares issued | shares			2,300,000
Common stock, par value | $ / shares			$ 0.0001
Warrants expiry period			5 years
Warrants exercisable period							beginning 181 days after their issue date
Investors | Securities Purchase Agreement | Series A Convertible Preferred Stock
Nature Of Operations [Line Items]
Preferred stock, shares issued | shares		660,000	660,000			660,000
Preferred stock, par value | $ / shares			$ 0.0001
Investors | Securities Purchase Agreement | Series A Convertible Preferred Stock | Common Stock
Nature Of Operations [Line Items]
Preferred stock convertible into common stock | shares		6,600,000	6,600,000
Investors | Securities Purchase Agreement | Private Placement
Nature Of Operations [Line Items]
Net proceeds from shares issuance			$ 22,250,000
Warrants to purchase shares of common stock | shares			6,675,000
Exercise price of warrants | $ / shares			$ 3.50
Cash financing fees, net			$ 1,950,000
Equity Purchase Agreement | Lincoln Park
Nature Of Operations [Line Items]
Net proceeds from shares issuance							$ 8,390,000
Equity purchase agreement term		2 years
Common stock, shares issued | shares					3,037,087		3,037,087
Common stock, par value | $ / shares		$ 0.0001
Percentage of common shares outstanding		19.99%
Common stock, average purchase price per share | $ / shares					$ 2.97		$ 2.97
Commitment shares issued | shares							209,566
Commitment shares issued, value							$ 620,000
Share issued, issuance costs					$ 123,000		123,000
Gross proceeds from common stock issuance							9,010,000
Gross proceeds from commitment shares							9,010,000
Amortization of deferred issuance costs					$ 520,000		$ 520,000
Minimum | Equity Purchase Agreement | Lincoln Park
Nature Of Operations [Line Items]
Common stock, average purchase price per share | $ / shares		$ 3.9755
Common stock, issued and outstanding percentage		9.99%
Maximum
Nature Of Operations [Line Items]
Percentage of operating revenue of disposed subsidiaries of total revenue					15.00%
Maximum | Investors | December 2020 Public Offering Warrants
Nature Of Operations [Line Items]
Warrants to purchase shares of common stock | shares	5,625,000
Maximum | Equity Purchase Agreement | Lincoln Park
Nature Of Operations [Line Items]
Common stock, aggregate sales price		$ 31,000,000
Aggregate number of shares issuable | shares		7,763,411

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Summary of Significant Accounting Policies - Additional Information (Details)		12 Months Ended
	Mar. 31, 2020 USD ($)	Dec. 31, 2020 USD ($) Customer ReportingUnit	Dec. 31, 2019 USD ($) Customer
Summary Of Significant Accounting Policies [Line Items]
Non-controlling interest, description		Company does not own 100% of its subsidiaries, it accounts for the partial ownership interest through non-controlling interest.
Additional allowance for doubtful accounts		$ 11,088,000
Goodwill impairment	$ 27,450,000	27,450,000
Restricted cash		83,000	$ 83,000
Impairment of long-lived assets		$ 0	0
Number of reporting units | ReportingUnit		1
Subscription contracts, installment period		36 months
Advertising costs		$ 1,092,000	$ 2,004,000
Effective tax benefit realized upon ultimate settlement		50.00%
Minimum
Summary Of Significant Accounting Policies [Line Items]
Discounted based implicit interest rate in subscription lease		8.00%	8.00%
Estimated useful lives of intangible assets		6 years
Warranty period on systems against defects		1 year
Minimum | Property and Equipment
Summary Of Significant Accounting Policies [Line Items]
Depreciation and amortization, estimated useful lives of assets		3 years
Maximum
Summary Of Significant Accounting Policies [Line Items]
Discounted based implicit interest rate in subscription lease		9.00%	9.00%
Estimated useful lives of intangible assets		15 years
Warranty period on systems against defects		3 years
Maximum | Property and Equipment
Summary Of Significant Accounting Policies [Line Items]
Depreciation and amortization, estimated useful lives of assets		10 years
Customer Concentration Risk | Revenue
Summary Of Significant Accounting Policies [Line Items]
Number of major customers | Customer		0	0
Concentration Risk, Percentage		10.00%	10.00%
Customer Concentration Risk | Accounts Receivable
Summary Of Significant Accounting Policies [Line Items]
Number of major customers | Customer		0	0
Concentration Risk, Percentage		10.00%	10.00%
Allowance for doubtful accounts		$ 18,490,000	$ 10,494,000
Collateral for Rent and Credit Cards | Other Assets
Summary Of Significant Accounting Policies [Line Items]
Restricted cash		$ 83,000	$ 83,000

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Summary of Significant Accounting Policies - Summary of Restatement Adjustments on Previously Reported Consolidated Financial Statements (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Dec. 31, 2019	Mar. 31, 2019	Jan. 01, 2019
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Common Stock	$ 26	$ 5	$ 5	$ 24	$ 5	$ 5
Additional paid in capital	$ 201,598	69,391	68,921	$ 149,840	67,877	67,495
As Previously Reported
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Common Stock		57,459	57,108		57,108	57,101
Additional paid in capital		11,937	11,818		10,774	10,399
Adjustment
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Common Stock		(57,454)	(57,103)		(57,103)	(57,096)
Additional paid in capital		$ 57,454	$ 57,103		$ 57,103	$ 57,096

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Summary of Significant Accounting Policies - Summary of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Balance at beginning of year	$ 10,494	$ 4,408
Write-offs	(6,536)	(3,905)
Provision	15,212	9,991
Sale of subsidiaries	(680)
Balance at end of year	$ 18,490	$ 10,494

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Net Loss Per Share - Computation of Basic and Diluted Net Loss and Weighted Average Number of Shares Used in Computing Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Numerator:
Net loss	$ (82,818)	$ (42,295)
Net loss allocated to stockholders of the Company	$ (85,270)	$ (40,619)
Weighted-average number of shares used in per share calculation:
Weighted-average shares of common stock outstanding used in computing net loss per share, basic and diluted	36,626	8,517
Net loss per share:
Basic and diluted	$ (2.33)	$ (4.77)

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Net Loss Per Share - Outstanding Shares of Common Stock Equivalents Excluded from Calculation of Diluted Net Loss per Share Attributable to Common Stockholders (Details) - shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total potential dilutive shares	18,883,778	6,717,831
Options to Purchase Common Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total potential dilutive shares	2,593,711	2,727,764
Warrants for Common Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total potential dilutive shares	16,290,067	3,990,067

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Sale of Subsidiaries - Additional Information (Details) € in Thousands, $ in Thousands	1 Months Ended	12 Months Ended
	Dec. 31, 2020 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2020 EUR (€)
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Gain (loss) on disposal transaction	$ (2,526)	$ (2,526)
Maximum
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Percentage of total operating revenue of disposed subsidiaries of total revenue		15.00%	15.00%
PT NeoAsia Medical
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Percentage of ownership interest		90.00%	90.00%
Venus Concept Kazakhstan LLP | Venus Concept Kazakhstan LLP Foundation Agreement
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Percentage of ownership interest		51.00%	51.00%
Gain (loss) on disposal transaction		$ 58
Inphronics Limited
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Percentage of ownership interest		100.00%	100.00%
Inphronics Limited | PT NeoAsia Medical
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Cash consideration		$ 955
Gain (loss) on disposal transaction		$ (33)
Med Group Consult Ltd | Venus Concept Central Eastern Europe Ltd
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Percentage of ownership interest		51.00%	51.00%
Cash consideration		$ 531	€ 473
Gain (loss) on disposal transaction		$ (387)
Med Group Consult Ltd | Venus Aesthetic LLP
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Percentage of ownership interest		51.00%	51.00%
Cash consideration		$ 400
Gain (loss) on disposal transaction		$ (579)
Med Group Consult Ltd | Venus Concept Italy S.r.l
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Percentage of ownership interest		51.00%	51.00%
Cash consideration		$ 330	€ 270
Gain (loss) on disposal transaction		$ (547)
Med Group Consult Ltd | Venus Concept RU LLC
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Percentage of ownership interest		51.00%	51.00%
Cash consideration		$ 597
Gain (loss) on disposal transaction		$ (368)
Med Group Consult Ltd | Venus Concept Singapore Pte. Ltd
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Percentage of ownership interest		55.00%	55.00%
Med Group Consult Ltd | Venus Concept Singapore Pte. Ltd | Venus Concept Vietnam Co., Ltd
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Cash consideration		$ 500
Gain (loss) on disposal transaction		$ (670)

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Fair Value Measurements - Schedule of Fair Value of Level 2 and Level 3 Financial Assets and Liabilities - (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total assets	$ 147	$ 146
Total liabilities	147	655
Significant Other Observable Inputs (Level 2)
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total assets	147	146
Significant Unobservable Inputs (Level 3)
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total liabilities	147	655
Guaranteed Investment Certificates
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total assets	64	63
Guaranteed Investment Certificates | Significant Other Observable Inputs (Level 2)
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total assets	64	63
Restricted Cash
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total assets	83	83
Restricted Cash | Significant Other Observable Inputs (Level 2)
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total assets	83	83
Contingent Earn-out Consideration
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total liabilities	147	655
Contingent Earn-out Consideration | Significant Unobservable Inputs (Level 3)
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total liabilities	$ 147	$ 655

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Fair Value Measurements - Schedule Aggregate Fair Values of Earn-out Liability - (Details) - Level 3 - Contingent Earn-out Consideration - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning balance	$ 655	$ 950
Payments	(799)	(828)
Change in value	291	533
Ending balance	$ 147	$ 655

XML

Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands	Jan. 04, 2021	Nov. 30, 2020	Dec. 31, 2020
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Earn out liability payout		$ 500
Subsequent Event
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Earn out liability payout	$ 147
Level 3 | Contingent Earn-out Consideration
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Annual installment payable			$ 250

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Accounts Receivable - Additional Information (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Accounts Notes and Loans Receivable [Line Items]
Sales-type leases term of lease	36 months
Allowance for doubtful accounts	$ 18,490	$ 10,494	$ 4,408
Trade Receivables and Long-term Receivables
Accounts Notes and Loans Receivable [Line Items]
Financing receivables, consisting of sales-type leases	$ 49,096	$ 72,602

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Accounts Receivable - Summary of Accounts Receivables (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Accounts Notes and Loans Receivable [Line Items]
Gross accounts receivable	$ 92,402	$ 105,127
Unearned income	(3,728)	(5,623)
Allowance for doubtful accounts	(18,490)	(10,494)	$ (4,408)
Net accounts receivable	70,184	89,010
Current trade receivables	52,764	58,977
Current unearned interest income	(1,950)	(3,942)
Long-term receivables	21,148	35,656
Long-term unearned interest income	(1,778)	(1,681)
Trade Accounts Receivable
Accounts Notes and Loans Receivable [Line Items]
Current trade receivables	52,764	58,977
Long-term receivables	$ 21,148	$ 35,656

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Accounts Receivable - Schedule of Contractual Commitments, Net of Allowance for Doubtful Accounts (Details) $ in Thousands	Dec. 31, 2020 USD ($)
Accounts Notes and Loans Receivable [Line Items]
Total financing receivables	$ 49,096
2021	27,948
2022	16,076
2023	5,001
2024	71
Current financing receivables, net of allowance of $6,863
Accounts Notes and Loans Receivable [Line Items]
Total financing receivables	27,948
2021	27,948
Long-term financing receivables, net of allowance of $4,524
Accounts Notes and Loans Receivable [Line Items]
Total financing receivables	21,148
2022	16,076
2023	5,001
2024	$ 71

XML

Accounts Receivable - Schedule of Contractual Commitments, Net of Allowance for Doubtful Accounts (Parenthetical) (Details) $ in Thousands	Dec. 31, 2020 USD ($)
Receivables [Abstract]
Allowance for current financing receivables	$ 7,190
Allowance for long-term financing receivables	$ 4,915

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Select Balance Sheet and Statement of Operations Information - Schedule of Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Inventory Disclosure [Abstract]
Raw materials	$ 838	$ 877
Work-in-progress	1,232	2,067
Finished goods	15,689	15,900
Total inventory	$ 17,759	$ 18,844

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Select Balance Sheet and Statement of Operations Information - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Select Balance Sheet And Statement Of Operations Information [Abstract]
Cost of goods sold	$ 21,258	$ 26,869
Provision for inventory obsolescence	1,208	1,439
Depreciation expense	$ 1,331	$ 1,026

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Select Balance Sheet and Statement of Operations Information - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Property Plant And Equipment [Line Items]
Lab equipment tooling and molds	$ 8,053	$ 7,872
Office furniture and equipment	1,760	1,710
Leasehold improvements	1,838	1,950
Computers and software	1,815	1,811
Vehicles	12	16
Total property and equipment	13,478	13,359
Less: Accumulated depreciation	(9,939)	(8,711)
Total property and equipment, net	$ 3,539	$ 4,648
Lab Equipment Tooling and Molds | Minimum
Property Plant And Equipment [Line Items]
Property and equipment, Useful lives	P4Y
Lab Equipment Tooling and Molds | Maximum
Property Plant And Equipment [Line Items]
Property and equipment, Useful lives	P10Y
Office Furniture and Equipment | Minimum
Property Plant And Equipment [Line Items]
Property and equipment, Useful lives	P6Y
Office Furniture and Equipment | Maximum
Property Plant And Equipment [Line Items]
Property and equipment, Useful lives	P10Y
Leasehold Improvements | Maximum
Property Plant And Equipment [Line Items]
Property and equipment, Useful lives	P10Y
Computers and Software
Property Plant And Equipment [Line Items]
Property and equipment, Useful lives	P3Y
Vehicles | Minimum
Property Plant And Equipment [Line Items]
Property and equipment, Useful lives	P5Y
Vehicles | Maximum
Property Plant And Equipment [Line Items]
Property and equipment, Useful lives	P7Y

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Select Balance Sheet and Statement of Operations Information - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands		Dec. 31, 2020	Dec. 31, 2019
Other Assets [Abstract]
Government remittances	[1]	$ 1,009	$ 1,704
Consideration receivable from subsidiaries sale		2,580
Deferred financing costs		1,063
Sundry assets and miscellaneous		1,022	1,397
Total other current assets		$ 5,674	$ 3,101

[1] Government remittances are receivables from the local tax authorities for refund of sales taxes and income taxes.

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Select Balance Sheet and Statement of Operations Information - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Payables And Accruals [Abstract]
Payroll and related expense	$ 1,312	$ 3,117
Accrued expenses	8,582	10,645
Commission accrual	2,827	4,215
Sales and consumption taxes	7,532	3,143
Total accrued expenses and other current liabilities	$ 20,253	$ 21,120

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Select Balance Sheet and Statement of Operations Information - Schedule of Change in Warranty Accrual (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Product Warranty Accrual Balance Sheet Classification [Abstract]
Warranty accrual, Balance as of the beginning of the year	$ 1,977	$ 1,336
Warranties assumed through business combination		273
Warranties issued during the year	761	1,038
Warranty costs incurred during the year	(1,099)	(670)
Warranty accrual, Balance at the end of the year	1,639	1,977
Current	1,106	1,254
Long-term	$ 533	$ 723

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Select Balance Sheet and Statement of Operations Information - Schedule of Finance Expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Interest And Debt Expense [Abstract]
Interest expense	$ 7,615	$ 7,166
Gain on settlement of debt		(297)
Accretion on long-term debt	728	680
Total finance expenses	$ 8,343	$ 7,549

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Intangible Assets and Goodwill - Additional Information (Details) $ in Thousands		12 Months Ended
	Mar. 31, 2020 USD ($)	Dec. 31, 2020 USD ($) ReportingUnit	Dec. 31, 2019 USD ($)	Nov. 07, 2019 USD ($)
Goodwill And Intangible Assets [Line Items]
Goodwill			$ 27,450
Number of reporting units | ReportingUnit		1
Impairment charge	$ 27,450	$ 27,450
Venus Concept Ltd.
Goodwill And Intangible Assets [Line Items]
Goodwill				$ 24,847
Technology | Venus Concept Ltd.
Goodwill And Intangible Assets [Line Items]
Intangibles assets				16,900
Brand Name | Venus Concept Ltd.
Goodwill And Intangible Assets [Line Items]
Intangibles assets				$ 1,200

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Intangible Assets and Goodwill - Schedule of Intangible Assets Net of Accumulated Amortization (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Goodwill And Intangible Assets [Line Items]
Gross Amount	$ 23,800	$ 23,800
Accumulated Amortization	(4,935)	(1,462)
Net Amount	18,865	22,338
Customer Relationships
Goodwill And Intangible Assets [Line Items]
Gross Amount	1,400	1,400
Accumulated Amortization	(242)	(149)
Net Amount	1,158	1,251
Brand Name
Goodwill And Intangible Assets [Line Items]
Gross Amount	2,500	2,500
Accumulated Amortization	(540)	(276)
Net Amount	1,960	2,224
Technology
Goodwill And Intangible Assets [Line Items]
Gross Amount	16,900	16,900
Accumulated Amortization	(3,286)	(469)
Net Amount	13,614	16,431
Supplier Agreement
Goodwill And Intangible Assets [Line Items]
Gross Amount	3,000	3,000
Accumulated Amortization	(867)	(568)
Net Amount	$ 2,133	$ 2,432

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Intangible Assets and Goodwill - Schedule of Estimated Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Finite Lived Intangible Assets Future Amortization Expense [Abstract]
2021	$ 3,473
2022	3,473
2023	3,473
2024	3,473
2025	3,473
Thereafter	1,500
Net Amount	$ 18,865	$ 22,338

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Commitments and Contingencies - Summary of Future Minimum Lease Payments and Purchase Commitments with Manufacturers (Details) $ in Thousands	Dec. 31, 2019 USD ($)
Commitments And Contingencies Disclosure [Abstract]
2021, Office Lease	$ 1,701
2022, Office Lease	681
2023, Office Lease	277
2024, Office Lease	199
2025, Office Lease	204
Thereafter, Office Lease	994
Total, Office Lease	4,056
2021, Purchase Commitments	7,309
Total, Purchase Commitments	7,309
2021	9,010
2022	681
2023	277
2024	199
2025	204
Thereafter	994
Total	$ 11,365

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Commitments and Contingencies - Additional Information (Details) ¥ in Thousands, $ in Thousands			12 Months Ended		13 Months Ended
	Mar. 04, 2021 USD ($)	Mar. 04, 2021 CNY (¥)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Jun. 11, 2019 Complaint
Commitment And Contingencies [Line Items]
Rent expense			$ 1,961	$ 2,199
Purchase obligation				$ 7,309
Number of complaints filed | Complaint					4
Xuhui MSA | Subsequent Event
Commitment And Contingencies [Line Items]
Penalty amount	$ 150	¥ 976
Contract Manufacturers
Commitment And Contingencies [Line Items]
Purchase obligation			7,207
Open Purchase Order
Commitment And Contingencies [Line Items]
Purchase obligation			$ 686
Open purchase cancellation period			180 days
Percentage of open purchase order			15.00%

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Main Street Term Loan - Additional Information (Details) - USD ($) $ in Thousands				12 Months Ended
	Dec. 08, 2024	Dec. 08, 2023	Dec. 08, 2020	Dec. 31, 2020
Debt Instrument [Line Items]
Debt instrument face amount			$ 50,000
Debt instrument term			5 years
Debt instrument, description of variable rate basis			30-day LIBOR plus 3%.
Debt instrument basis spread on variable rate			3.00%
Debt instrument, maturity date				Dec. 08, 2025
Scenario Forecast
Debt Instrument [Line Items]
Debt instrument percentage of outstanding principal to be paid with accrued unpaid interest	15.00%	15.00%

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Madryn Long-term Debt and Convertible Notes - Additional Information (Details) - USD ($)				1 Months Ended	3 Months Ended	4 Months Ended	12 Months Ended
	Dec. 09, 2020	Dec. 08, 2020	Aug. 14, 2018	Dec. 31, 2020	Sep. 30, 2020	Sep. 30, 2020	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Apr. 29, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Debt instrument, principal amount		$ 50,000,000
Debt instrument, maturity date							Dec. 08, 2025
Total loss recognized on extinguishment							$ (2,938,000)
Debt instrument term		5 years
Common stock, par value				$ 0.0001			$ 0.0001				$ 0.0001
Repayments of long-term debt							$ 0
Madryn Credit Agreement
Debt Instrument [Line Items]
Debt instrument, principal amount				$ 70,000,000			$ 70,000,000
Debt instrument, maturity date							Sep. 30, 2022
Debt instrument, interest rate			9.00%		10.50%	10.50%		10.50%		12.00%
Interest rate, paid in cash			9.00%		50.00%
Interest rate, paid in kind			4.00%		50.00%
Debt instrument, interest rate terms							Effective August 14, 2018, interest on the Madryn loan was 9.00%, payable quarterly. Previously, interest was payable quarterly, at the Company’s option, as follows: cash interest 9.00% during the interest only period, which was 3 years or 12 principal payments after closing, plus an additional 4.00% rate, paid in kind (“PIK”).
Additional cash proceeds target from issuance of equity						$ 2,000,000
Repayments of debt	$ 42,500,000
Credit agreement termination date							Dec. 09, 2020
Fee payable to lender for loan	1,600,000
Total loss recognized on extinguishment	(2,938,000)
Madryn Credit Agreement | Minimum
Debt Instrument [Line Items]
Revenue targets amount								$ 75,000,000	$ 85,000,000
Cash proceeds target from issuance of equity						5,000,000
Tranche A-1 and A-2 and B | Madryn Credit Agreement
Debt Instrument [Line Items]
Debt instrument, borrowed amount					$ 60,000,000	$ 60,000,000		$ 60,000,000			$ 60,000,000
Tranche C | Madryn Credit Agreement
Debt Instrument [Line Items]
Debt instrument, undrawn amount				$ 10,000,000			$ 10,000,000
Secured Subordinated Convertible Notes
Debt Instrument [Line Items]
Debt instrument, maturity date							Dec. 09, 2025
Debt instrument, interest rate terms							Interest is payable quarterly in arrears on the last business day of each calendar quarter of each year after the original issuance date, beginning on December 31, 2020.
Increase in applicate interest rate							4.00%
Issuance date							Dec. 31, 2020
Debt instrument termination description							The security interests and liens granted to the Madryn Noteholders under the Madryn Security Agreement will terminate upon the earlier of (i) an assignment of the Notes (other than to an affiliate of the Madryn Noteholders) pursuant to the terms of the Exchange Agreement and (ii) the first date on which the outstanding principal amount of the Notes is less than $10,000.
Debt instrument term							5 years
Common stock, par value				$ 0.0001			$ 0.0001
Initial conversion price				$ 3.25			$ 3.25
Interest expense				$ 135,000
Secured Subordinated Convertible Notes | Original Issuance of Notes to Third Anniversary Date
Debt Instrument [Line Items]
Accrue interest rate							8.00%
Secured Subordinated Convertible Notes | Original Issuance and Thereafter
Debt Instrument [Line Items]
Accrue interest rate							6.00%
Secured Subordinated Convertible Notes | Third Anniversary
Debt Instrument [Line Items]
Decrease in interest rate							6.00%
Secured Subordinated Convertible Notes | Maximum
Debt Instrument [Line Items]
Debt instrument, principal amount				$ 10,000,000			$ 10,000,000
Secured Subordinated Convertible Notes | Madryn Credit Agreement
Debt Instrument [Line Items]
Aggregate principal amount	$ 26,695,000

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Madryn Long-term Debt and Convertible Notes - Schedule Principal Payments on Outstanding Borrowings (Details) $ in Thousands	Dec. 31, 2020 USD ($)
Debt Disclosure [Abstract]
2021	$ 2,136
2022	2,136
2023	2,102
2024	1,606
2025	28,196
Total	$ 36,176

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Credit Facility - Additional Information (Details) - City National Bank of Florida - Revolving Credit Facility - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 09, 2020	Dec. 31, 2019
Line Of Credit Facility [Line Items]
Revolving credit facility, maximum outstanding amount	$ 10,000,000	$ 10,000,000	$ 10,000,000
Line of credit facility cash held in deposit account period	1 year
Escrow deposit	$ 20,000,000
Line of credit facility minimum deposit required	3,000,000
Loan fee payable	$ 1,000,000
Installment One
Line Of Credit Facility [Line Items]
Line of credit facility loan fee payment date	January 25
Installment Two
Line Of Credit Facility [Line Items]
Line of credit facility loan fee payment date	February 25
Installment Three
Line Of Credit Facility [Line Items]
Line of credit facility loan fee payment date	March 25, 2021
Minimum
Line Of Credit Facility [Line Items]
Line of credit facility cash held in deposit account	$ 23,000,000
Line of credit facility cash held in deposit account after one year	$ 3,000,000

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Government Assistance Programs - Additional Information (Details)				12 Months Ended
	Dec. 08, 2020 USD ($)	Apr. 29, 2020 USD ($)	Apr. 20, 2020 USD ($)	Dec. 31, 2020 USD ($) Loan	Dec. 31, 2019 USD ($)
Government Assistance Programs [Line Items]
Debt instrument, principal amount	$ 50,000,000
Debt instrument, term of maturity	5 years
Debt outstanding balance				$ 36,176,000
Government Assistance Programs | Subsidiaries | Canada Emergency Wage Subsidy
Government Assistance Programs [Line Items]
Government subsidies received				$ 1,117,000
Government Assistance Programs | Paycheck Protection Program | Venus Concept USA Inc.
Government Assistance Programs [Line Items]
Number of small business loans | Loan				2
Government Assistance Programs | Paycheck Protection Program | Small Business Loans | Venus Concept USA Inc.
Government Assistance Programs [Line Items]
Fund amount received				$ 4,048,000
Government Assistance Programs | Paycheck Protection Program | Venus Concept PPP Loan
Government Assistance Programs [Line Items]
Debt instrument, principal amount		$ 1,665,000
Debt instrument, interest rate, stated percentage		1.00%
Debt instrument, term of maturity		2 years
Government Assistance Programs | Paycheck Protection Program | Venus USA PPP Loan
Government Assistance Programs [Line Items]
Debt instrument, principal amount			$ 2,383,000
Government Assistance Programs | Paycheck Protection Program | Venus Concept USA Inc.
Government Assistance Programs [Line Items]
Debt forgiveness description			U.S. Small Business Administration (the “SBA”) has decided, in consultation with the Department of the Treasury, that it will review all loans in excess of $2,000 following the lender’s submission of the borrower’s loan forgiveness application.
Government Assistance Programs | Paycheck Protection Program | PPP Loans
Government Assistance Programs [Line Items]
Debt outstanding balance				$ 4,110,000	$ 0

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Common Stock Reserved for Issuance - Schedule of Common Stock Reserved for Issuance (Details) - shares	Dec. 31, 2020	Dec. 31, 2019
Class Of Stock [Line Items]
Outstanding stock options	4,433,392	3,278,439
Total common stock reserved for issuance	34,422,828	8,011,334
Common Stock
Class Of Stock [Line Items]
Outstanding common stock warrants	16,290,067	3,990,067
Option
Class Of Stock [Line Items]
Shares reserved for future grants	262,622	742,828
Lincoln Park
Class Of Stock [Line Items]
Shares reserved for future grants	5,222,867
Madryn Noteholders
Class Of Stock [Line Items]
Shares reserved for future grants	8,213,880

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Stockholders Equity - Additional Information (Details)				1 Months Ended		12 Months Ended
	Dec. 22, 2020 $ / shares shares	Jun. 16, 2020 USD ($) shares	Mar. 19, 2020 $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Mar. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) $ / shares shares	Oct. 04, 2019 shares
Class Of Stock [Line Items]
Common stock voting rights						one vote
Beneficial conversion feature | $					$ 3,564,000
Net proceeds from private placement | $				$ 20,476,000	20,300,000
Common stock, par value | $ / shares				$ 0.0001		$ 0.0001	$ 0.0001
Deemed dividends | $		$ 3,564,000				$ 3,564,000
Common stock, shares issued | shares				53,551,126		53,551,126	28,686,116
Net proceeds from shares issuance | $						$ 8,390,000
Common stock reserved for issuance | shares				34,422,828		34,422,828	8,011,334
Expected dividend | $						$ 0
Total intrinsic value of options exercised | $						$ 464,000	$ 1,532,000
Weighted-average grant date fair value of options granted | $ / shares						$ 4.17	$ 5.50
2010 Share Option Plan
Class Of Stock [Line Items]
Stock option, vesting period						7 years
Stock option, vesting period extension						10 years
Common stock reserved for issuance | shares				138,275		138,275	44,450
2019 Incentive Award Plan
Class Of Stock [Line Items]
Common stock reserved for issuance | shares				124,347		124,347	698,378	450,000
Percentage of common shares outstanding						4.00%
2020 Private Placement Warrants
Class Of Stock [Line Items]
Net proceeds from private placement | $					4,621,000
December 2020 Public Offering Warrants and Common Stock
Class Of Stock [Line Items]
Net proceeds from shares issuance | $				$ 20,476,000
December 2020 Public Offering Warrants
Class Of Stock [Line Items]
Net proceeds from shares issuance | $				$ 2,648,000
Common Stock
Class Of Stock [Line Items]
Net proceeds from private placement | $					$ 4,052,000
Preferred stock convertible into common stock | shares		6,600,000
Common Stock | 2020 Private Placement Warrants
Class Of Stock [Line Items]
Common stock, par value | $ / shares					$ 0.0001
Common Stock | December 2020 Public Offering Warrants and Common Stock
Class Of Stock [Line Items]
Common stock, par value | $ / shares				$ 0.0001		$ 0.0001
Net proceeds from shares issuance | $				$ 17,828,000
Series A Convertible Preferred Stock
Class Of Stock [Line Items]
Conversion cap percentage					19.99%
Initial conversion ratio					0.1
Preferred stock, dividends paid on outstanding shares | $					$ 0
Share issued price per share | $ / shares					$ 2.47
Preferred stock effective conversion price per share | $ / shares					$ 1.93
Series A Preferred Shares
Class Of Stock [Line Items]
Net proceeds from private placement | $					$ 8,063,000
Preferred stock convertible into common stock | shares		660,000
Series A Preferred Shares | 2020 Private Placement Warrants
Class Of Stock [Line Items]
Preferred stock, par value | $ / shares					$ 0.0001
Investors | 2020 Private Placement Warrants
Class Of Stock [Line Items]
Exercise price of warrants | $ / shares					$ 3.50
Warrants expiry period					5 years
Warrants exercisable period						beginning 181 days after their issue date
Investors | 2020 Private Placement Warrants | Maximum
Class Of Stock [Line Items]
Warrants to purchase shares of common stock | shares					6,675,000
Investors | December 2020 Public Offering Warrants and Common Stock
Class Of Stock [Line Items]
Exercise price of warrants | $ / shares				$ 2.50		$ 2.50
Warrants expiry period				5 years
Warrants exercisable period						The December 2020 Offering Warrants have a five-year term and are exercisable immediately.
Common stock, shares issued | shares				11,250,000		11,250,000
Investors | December 2020 Public Offering Warrants and Common Stock | Maximum
Class Of Stock [Line Items]
Warrants to purchase shares of common stock | shares				5,625,000		5,625,000
Investors | December 2020 Public Offering Warrants
Class Of Stock [Line Items]
Exercise price of warrants | $ / shares	$ 2.50
Warrants expiry period	5 years
Investors | December 2020 Public Offering Warrants | Maximum
Class Of Stock [Line Items]
Warrants to purchase shares of common stock | shares	5,625,000
Securities Purchase Agreement | Investors
Class Of Stock [Line Items]
Warrants expiry period			5 years
Warrants exercisable period						beginning 181 days after their issue date
Common stock, par value | $ / shares			$ 0.0001
Common stock, shares issued | shares			2,300,000
Securities Purchase Agreement | Investors | Series A Convertible Preferred Stock
Class Of Stock [Line Items]
Preferred stock, shares issued | shares		660,000	660,000		660,000
Preferred stock, par value | $ / shares			$ 0.0001
Securities Purchase Agreement | Investors | Series A Convertible Preferred Stock | Common Stock
Class Of Stock [Line Items]
Preferred stock convertible into common stock | shares		6,600,000	6,600,000

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Stockholders Equity - Summary of Recognized Stock-based Compensation Expense for Employees and Non-employees (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation	$ 2,138	$ 2,158
Employees and Non-employees
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation	2,138	2,158
Cost of Sales | Employees and Non-employees
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation	25	3
Selling and Marketing | Employees and Non-employees
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation	872	840
General and Administrative | Employees and Non-employees
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation	1,151	1,238
Research and Development | Employees and Non-employees
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation	$ 90	$ 77

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Stockholders Equity - Assumptions used in Fair Value of Option Estimated at Date of Grant using Black-Scholes Option Pricing Formula (Details)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected volatility	42.83%	49.00%
Expected dividend rate	0.00%	0.00%
Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (in years)	6 years	4 years
Risk-free interest rate, minimum	0.38%	1.40%
Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (in years)	6 years 6 months 14 days	5 years
Risk-free interest rate, minimum	1.50%	2.53%

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Stockholders Equity - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding Roll Forward
Number of Shares, Outstanding, Beginning Balance	3,278,439
Number of Shares, Options granted	1,978,000
Number of Shares, Options exercised	(469,754)
Number of Shares, Options forfeited/cancelled	(353,293)
Number of Shares, Outstanding, Ending Balance	4,433,392	3,278,439
Number of Shares, Exercisable	2,593,711
Number of Shares, Expected to vest	1,839,681
Weighted-Average Exercise Price Per Share, Outstanding, Beginning Balance	$ 5.29
Weighted-Average Exercise Price Per Share, Options granted	4.17
Weighted-Average Exercise Price Per Share, Options exercised	2.45
Weighted-Average Exercise Price Per Share, Options forfeited/cancelled	13.76
Weighted-Average Exercise Price Per Share, Outstanding, Ending Balance	4.59	$ 5.29
Weighted-Average Exercise Price Per Share, Exercisable	4.40
Weighted-Average Exercise Price Per Share, Expected to vest	$ 3.70
Weighted-Average Remaining Contractual Term, Outstanding	6 years 2 months 12 days	5 years 29 days
Weighted-Average Remaining Contractual Term, Exercisable	4 years 3 months 25 days
Weighted-Average Remaining Contractual Term, Expected to vest	7 years 7 months 9 days
Aggregate Intrinsic Value, Outstanding	$ 4,885
Aggregate Intrinsic Value, Options exercised	$ 464	$ 1,532
Aggregate Intrinsic Value, Options forfeited/cancelled	$ 1
Aggregate Intrinsic Value, Outstanding	$ 247	$ 4,885
Aggregate Intrinsic Value, Exercisable	$ 247

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Stockholders Equity - Summary of Information about Share Options Outstanding and Exercisable (Details)	12 Months Ended
	Dec. 31, 2020 $ / shares shares
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]
Options Outstanding, Number | shares	4,433,392
Options Outstanding, Weighted average remaining contractual term (years)	6 years 2 months 12 days
Options Outstanding, Weighted average Exercise Price	$ 4.59
Options Exercisable | shares	2,593,711
Options Exercisable, Weighted average remaining contractual term (years)	4 years 3 months 25 days
Options Exercisable, Weighted average Exercise Price	$ 4.40
$0.15 - $3.64
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]
Exercise Price Range (Lower limit)	0.15
Exercise Price Range (Upper limit)	$ 3.60
Options Outstanding, Number | shares	2,878,185
Options Outstanding, Weighted average remaining contractual term (years)	6 years 3 days
Options Outstanding, Weighted average Exercise Price	$ 3.05
Options Exercisable | shares	1,643,103
Options Exercisable, Weighted average remaining contractual term (years)	3 years 7 months 13 days
Options Exercisable, Weighted average Exercise Price	$ 2.71
$4.26 - $7.95
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]
Exercise Price Range (Lower limit)	5.25
Exercise Price Range (Upper limit)	$ 12.00
Options Outstanding, Number | shares	1,498,383
Options Outstanding, Weighted average remaining contractual term (years)	6 years 6 months 25 days
Options Outstanding, Weighted average Exercise Price	$ 6.78
Options Exercisable | shares	909,832
Options Exercisable, Weighted average remaining contractual term (years)	5 years 6 months
Options Exercisable, Weighted average Exercise Price	$ 6.42
$12.45 - $26.10
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]
Exercise Price Range (Lower limit)	12.45
Exercise Price Range (Upper limit)	$ 26.10
Options Outstanding, Number | shares	35,011
Options Outstanding, Weighted average remaining contractual term (years)	7 years 6 months 29 days
Options Outstanding, Weighted average Exercise Price	$ 18.45
Options Exercisable | shares	19,638
Options Exercisable, Weighted average remaining contractual term (years)	7 years 5 months 12 days
Options Exercisable, Weighted average Exercise Price	$ 18.89
$27.00 - $33.00
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]
Exercise Price Range (Lower limit)	26.70
Exercise Price Range (Upper limit)	$ 33.00
Options Outstanding, Number | shares	12,998
Options Outstanding, Weighted average remaining contractual term (years)	3 years 10 months 6 days
Options Outstanding, Weighted average Exercise Price	$ 27.99
Options Exercisable | shares	12,954
Options Exercisable, Weighted average remaining contractual term (years)	3 years 10 months 2 days
Options Exercisable, Weighted average Exercise Price	$ 27.98
$36.00 - $94.65
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]
Exercise Price Range (Lower limit)	36.00
Exercise Price Range (Upper limit)	$ 94.65
Options Outstanding, Number | shares	8,815
Options Outstanding, Weighted average remaining contractual term (years)	6 years 4 months 13 days
Options Outstanding, Weighted average Exercise Price	$ 46.14
Options Exercisable | shares	8,184
Options Exercisable, Weighted average remaining contractual term (years)	6 years 4 months 13 days
Options Exercisable, Weighted average Exercise Price	$ 45.41

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Income Taxes - Schedule of Geographical Breakdown of Loss Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
United States	$ (63,259)	$ (23,194)
Other jurisdictions	(18,378)	(17,244)
Loss before income taxes	$ (81,637)	$ (40,438)

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Income Taxes - Schedule of Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Current tax provision:
Foreign	$ 1,619	$ 2,989
Total current tax provision	1,619	2,989
Deferred tax benefit:
Foreign	(438)	(1,132)
Total deferred tax benefit	(438)	(1,132)
Total provision for income taxes	$ 1,181	$ 1,857

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Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Taxes [Line Items]
Deferred tax assets, Valuation allowance	$ 82,587,000	$ 56,154,000
Deferred tax assets, valuation allowance, change in amount	26,433,000	54,049,000
Deferred tax assets, federal operating loss carry forwards	285,094,000	228,396,000
Deferred tax assets, state operating loss carry forwards	285,094,000	228,396,000
Deferred tax assets, foreign operating loss carry forwards	$ 285,094,000	228,396,000
Operating loss carry forwards, expiry description	2022 and indefinitely
Operating loss carry forwards, expiry year start	2022
Operating loss carry forwards, expiry year end	2025
Uncertain tax position	greater than 50%
Future tax benefits	$ 884,000	622,000
Open to examination by Unites states and various states jurisdictions	2014 2015 2016 2017 2018 2019 2020
Accrued interest and penalties recognized	$ 0	$ 0
Federal
Income Taxes [Line Items]
Research and development tax credit carryforwards	2,680,000
State
Income Taxes [Line Items]
Research and development tax credit carryforwards	$ 2,602,000

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Income Taxes - Reconciliation between Income Taxes Computed at Federal Statutory Income Tax Rate and Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Effective Income Tax Rate Continuing Operations Tax Rate Reconciliation [Abstract]
Loss before income taxes	$ (81,637)	$ (40,438)
Theoretical tax benefit at the statutory rate (21.0% in 2020, 23.9% in 2019)	(17,144)	(9,665)
Differences in jurisdictional tax rates	(2,817)	(337)
Recognition of losses		(1,923)
Valuation allowance	12,416	12,343
Non-deductible expenses	8,080	2,217
Other	646	(778)
Total provision for income taxes	1,181	1,857
Net loss	$ (82,818)	$ (42,295)

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Income Taxes - Reconciliation between Income Taxes Computed at Federal Statutory Income Tax Rate and Provision for Income Taxes (Parenthetical) (Details)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Effective Income Tax Rate Continuing Operations Tax Rate Reconciliation [Abstract]
Theoretical tax benefit, statutory rate	21.00%	23.90%

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Income Taxes - Schedule of Components of Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Deferred tax assets:
Property and equipment	$ 735	$ 81
Deferred revenue	2,065	101
Allowance for doubtful accounts	2,670	440
Intangible assets	(2,554)
Non-deductible expenses	8,350
Warranty and other reserves	729
Other	114
Loss carryforwards	71,362	56,154
Valuation allowance	(82,587)	(56,154)
Total deferred tax assets	884	622
Deferred tax liabilities:
Deferred revenue	811	1,017
Total deferred tax liabilities	$ 811	$ 1,017

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Income Taxes - Schedule of Reconciliation of Uncertain Tax Position (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Balance as of the beginning of the year	$ 1,467	$ 1,467
Increases related to tax positions in prior period	57	0
Increases related to tax positions taken during the current period	60	0
Balance at the end of the year	$ 1,584	$ 1,467

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Income Taxes - Schedule of Tax Effected Amount of Recognized Tax Position (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Schedule Of Recognized Tax Benefit [Abstract]
Balance as of the beginning of the year	$ 0	$ 0
Increases related to tax positions in prior period	(369)	0
Increase related to interest expense	(109)	0
Balance at the end of the year	$ (478)	$ 0

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Segment and Geographic Information - Additional Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2020 USD ($) Segment	Dec. 31, 2019 USD ($)
Segment Reporting Information [Line Items]
Number of operating segments | Segment	1
Number of reportable segments | Segment	1
Lease Revenue
Segment Reporting Information [Line Items]
System sales with typical lease terms	36 months
System Revenue
Segment Reporting Information [Line Items]
Systems sales with payment terms	12 months
United States
Segment Reporting Information [Line Items]
Long-lived assets | $	$ 19,828	$ 23,883
Foreign
Segment Reporting Information [Line Items]
Long-lived assets | $	$ 2,576	$ 3,103

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Segment and Geographic Information - Schedule of Revenue by Geographic Area (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Revenues From External Customers And Long Lived Assets [Line Items]
Total revenue	$ 78,014	$ 110,406
United States
Revenues From External Customers And Long Lived Assets [Line Items]
Total revenue	33,987	47,723
Foreign
Revenues From External Customers And Long Lived Assets [Line Items]
Total revenue	$ 44,027	$ 62,683

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Segment and Geographic Information - Schedule of Revenue by Type (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Entity Wide Information Revenue From External Customer [Line Items]
Total revenue	$ 78,014	$ 110,406
Lease Revenue
Entity Wide Information Revenue From External Customer [Line Items]
Total revenue	33,428	65,170
System Revenue
Entity Wide Information Revenue From External Customer [Line Items]
Total revenue	28,957	31,730
Product Revenue
Entity Wide Information Revenue From External Customer [Line Items]
Total revenue	10,858	6,943
Service Revenue
Entity Wide Information Revenue From External Customer [Line Items]
Total revenue	$ 4,771	$ 6,563

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Related Party Transactions - Additional Information (Details)	12 Months Ended
	Dec. 31, 2020 USD ($) $ / System	Dec. 31, 2019 USD ($)
Related Party Transaction [Line Items]
Trade payables	$ 0	$ 0
Intellectual Property Transfer Agreement
Related Party Transaction [Line Items]
Aggregate amount of income transferred for license	3,000,000
Royalties	$ 0	806,000
Intellectual Property Transfer Agreement | Venus Viva System and the Related Consumables
Related Party Transaction [Line Items]
Percentage of income transferred for license	7.00%
Intellectual Property Transfer Agreement | Venus Versa System
Related Party Transaction [Line Items]
Amount transferred per system for license | $ / System	1.50
Senior Manager | TBC
Related Party Transaction [Line Items]
Percentage of ownership by senior manager in TBC	30.00%
TBC
Related Party Transaction [Line Items]
Products purchased	$ 278,000	$ 378,000

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Subsequent Events - Additional Information (Details) - Investors - December 2020 Public Offering Warrants - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended
	Feb. 28, 2021	Dec. 22, 2020
Subsequent Event [Line Items]
Exercise price of warrants		$ 2.50
Subsequent Event
Subsequent Event [Line Items]
Warrants to purchase shares of common stock	361,200
Exercise price of warrants	$ 2.50
Proceeds from warrant exercise	$ 903