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Note 6 - Fair Value

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Fair Value Disclosures [Text Block]

6.	Fair Value

The following are categories of assets and liabilities measured at fair value on a recurring basis using quoted prices in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3):

		December 31, 2023
		Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)				Total
Description						(in thousands)
Assets measured at fair value
Cash and cash equivalents⁽¹⁾		$	17,096			$	-			$	-			$	17,096
Restricted cash			1,642				-				-				1,642
Short-term investments			-				3,971				-				3,971
Total assets measured at fair value		$	18,738			$	3,971			$	-			$	22,709
Liabilities measured at fair value
Contingent consideration		$	-			$	-			$	2,220			$	2,220
Warrant Liabilities			-				-				5,888				5,888
Total liabilities measured at fair value		$	-			$	-			$	8,108			$	8,108

		December 31, 2022
		Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)				Total
Description						(in thousands)
Assets measured at fair value
Cash and cash equivalents⁽¹⁾		$	6,329			$	-			$	-			$	6,329
Restricted cash			1,141				-				-				1,141
Short-term investments			-				64,195				-				64,195
Long-term investments			-				3,865				-				3,865
Total assets measured at fair value		$	7,470			$	68,060			$	-			$	75,530
Liabilities measured at fair value
Contingent consideration		$	-			$	-			$	1,256			$	1,256
Total liabilities measured at fair value		$	-			$	-			$	1,256			$	1,256

⁽¹⁾Includes investments that are readily convertible to cash with original maturities of 90 days or less.

The carrying values of accounts receivable, prepaid expenses, employee retention tax credit receivables, other current assets, accounts payable, accrued employee compensation and benefits, accrued expenses, deferred revenue, and other current liabilities as of December 31, 2023 and December 31, 2022, approximate to their fair values due to the short-term nature of these items and are considered to be Level 1.

The Company’s financial liabilities consisted of contingent consideration payable to Three Heads Investment S.r.l., related to the Company’s 2015 acquisition of the Senhance Surgical System from an assignor to Three Heads Investment S.r.l. (the “Senhance Acquisition”). Adjustments associated with the change in fair value of contingent consideration are included in the Company’s consolidated statements of operations and comprehensive loss.

The following table presents quantitative information about the inputs and valuation methodologies used for the Company’s fair value measurements for contingent consideration utilizing a Monte-Carlo simulation as of December 31, 2023 and December 31, 2022:

	Valuation Methodology		Significant Unobservable Input		December 31, 2023				December 31, 2022

Contingent consideration	Probability weighted income approach		Milestone dates		2032				2032
			Discount rate			10.0	%			16.5	%
			Revenue volatility			35.0	%			45.0	%
			EUR-to-USD exchange rate			1.10				1.07

The following table presents the long-term portion of the contingent consideration for the year ended December 31, 2023 and summarizes the change in fair value, as determined by Level 3 inputs for the contingent consideration for the year ended December 31, 2023 and 2022:

		Fair Value
		(in thousands)
Balance at December 31, 2021		$	2,371
Change in fair value			(1,115	)
Balance at December 31, 2022		$	1,256
Change in fair value			964
Balance at December 31, 2023		$	2,220

Warrant Liabilities

During 2023, the Company recorded warrant liabilities related to common stock warrants issued in the registered direct offering in July 2023 (for additional information about the offering, please refer to Note 14 -Equity Offerings).

Warrant liabilities were recorded at their initial estimated fair value. Adjustments associated with changes in fair value of the warrant liabilities are included in the Company’s consolidated statements of operations and comprehensive loss. The following table summarizes changes in estimated fair value of the warrant liabilities for the warrants issued in July 2023 as of December 31, 2023:

		Fair Value
		(in thousands)
Balance at December 31, 2022		$	-
Issuance of warrants			7,120
Change in fair value			(1,232	)
Balance at December 31, 2023		$	5,888

The fair value of the warrant liabilities were estimated using the Black-Scholes option pricing model, which is based on unobservable inputs and is designated as Level 3 in the fair value hierarchy. The following table summarizes the assumptions used in determining fair value of warrant liabilities:

		As of December 31, 2023
Expected dividend yield			0	%
Expected volatility			117	%
Risk-free interest rate			3.8	%
Expected life (in years)			4.6

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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