asxc20240331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2024

☐	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 0-19437

ASENSUS SURGICAL, INC.

(Exact name of registrant as specified in its charter)

Delaware

11-2962080

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1 TW Alexander Drive, Suite 160, Durham, NC 27703

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (919) 765-8400

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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated Filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging Growth Company	☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

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

$0.001 par value per share

ASXC

NYSE American

The number of shares outstanding of the registrant’s common stock, as of May 7, 2024 was 272,331,675.

Table of Contents

	Three Months Ended
	March 31,
	2024			2023
Revenue:
Product	$	313		$	293
Service		285			195
Lease		525			488
Total revenue		1,123			976

Cost of revenue:
Product		1,681			1,225
Service		452			749
Lease		923			973
Total cost of revenue		3,056			2,947
Gross loss		(1,933	)		(1,971	)

Operating expenses:
Research and development		8,091			10,139
Sales and marketing		3,642			4,553
General and administrative		4,374			5,468
Amortization of intangible assets		114			112
Change in fair value of contingent consideration		6,480			105
Total operating expenses		22,701			20,377
Operating loss		(24,634	)		(22,348	)
Other income (expense), net
Change in fair value of warrant liabilities		2,116			-
Interest income		126			439
Other expense, net		(59	)		(218	)
Total other income (expense), net		2,183			221
Loss before income taxes		(22,451	)		(22,127	)
Income tax expense		(46	)		(91	)
Net loss		(22,497	)		(22,218	)

Net loss per common share attributable to common stockholders - basic and diluted	$	(0.08	)	$	(0.09	)
Weighted average number of shares used in computing net loss per common share - basic and diluted		269,265			238,280

Comprehensive loss:
Net loss		(22,497	)		(22,218	)
Foreign currency translation (loss) gain		(494	)		550
Unrealized gain on available-for-sale investments		8			307
Comprehensive loss	$	(22,983	)	$	(21,361	)

See accompanying notes to unaudited condensed consolidated financial statements.

	March 31, 2024			December 31, 2023
Assets
Current Assets:
Cash and cash equivalents	$	6,995		$	17,096
Short-term investments, available-for-sale		994			3,971
Accounts receivable, net		675			3,508
Inventories		5,958			7,172
Prepaid expenses		3,314			3,143
Other current assets		1,312			1,496
Total Current Assets		19,248			36,386

Restricted cash		1,483			1,642
Inventories, net of current portion		3,954			4,043
Property and equipment, net		8,630			8,959
Intellectual property, net		1,114			1,237
Net deferred tax assets		37			44
Operating lease right-of-use assets, net		4,926			5,165
Other long-term assets		1,422			1,610
Total Assets	$	40,814		$	59,086

Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable	$	4,036		$	4,145
Accrued employee compensation and benefits		3,814			5,390
Accrued expenses and other current liabilities		1,243			1,636
Contingent consideration, current		8,700			-
Operating lease liabilities, current		1,056			1,036
Deferred revenue		439			421
Total Current Liabilities		19,288			12,628

Long-Term Liabilities:
Deferred revenue - less current portion		330			290
Contingent consideration		-			2,220
Warrant liabilities		3,772			5,888
Noncurrent operating lease liabilities		4,400			4,646
Total Liabilities		27,790			25,672

Commitments and Contingencies (Note 14)

Stockholders' Equity:
Common stock $0.001 par value, 750,000,000 shares authorized at March 31, 2024 and December 31, 2023; 271,986,369 and 264,921,526 issued and outstanding at March 31, 2024 and December 31, 2023, respectively		272			265
Preferred stock, $0.01 par value, 25,000,000 shares authorized, no shares issued and outstanding at March 31, 2024 and December 31, 2023		-			-
Additional paid-in capital		975,715			973,129
Accumulated deficit		(961,865	)		(939,368	)
Accumulated other comprehensive loss		(1,098	)		(612	)
Total Stockholders' Equity		13,024			33,414
Total Liabilities and Stockholders' Equity	$	40,814		$	59,086

See accompanying notes to unaudited condensed consolidated financial statements.

	Common Stock				Treasury Stock						Additional Paid-			Accumulated			Accumulated Other Comprehensive			Total Stockholders'
	Shares		Amount		Shares			Amount			in Capital			Deficit			Income (Loss)			Equity
Balance, December 31, 2023		264,922	$	265		-		$	-		$	973,129		$	(939,368	)	$	(612	)	$	33,414
Stock-based compensation		-		-		-			-			1,745			-			-			1,745
Issuance of common stock related to vesting of restricted stock units		4,012		4		-			-			-			-			-			4
Shares withheld related to net share settlement of equity awards		-		-		640			1			(135	)		-			-			(134	)
Cancellation of treasury stock		-		-		(640	)		(1	)		-			-			-			(1	)
Issuance of common stock, net of issuance costs		3,052		3								976									979
Other comprehensive income		-		-		-			-			-			-			(486	)		(486	)
Net loss		-		-		-			-			-			(22,497	)		-			(22,497	)
Balance, March 31, 2024		271,986		272		-		$	-		$	975,715		$	(961,865	)	$	(1,098	)	$	13,024

Balance, December 31, 2022		236,895	$	237		-		$	-		$	962,731		$	(860,935	)	$	(2,388	)	$	99,645
Stock-based compensation		-		-		-			-			1,916			-			-			1,916
Exercise of stock options		13		-		-			-			5			-			-			5
Issuance of common stock related to vesting of restricted stock units		2,434		2		-			-			-			-			-			2
Shares withheld related to net share settlement of equity awards		-		-		649			1			(490	)		-			-			(489	)
Cancellation of treasury stock		-		-		(649	)		(1	)		-			-			-			(1	)
Other comprehensive income		-		-		-			-			-			-			857			857
Net loss		-		-		-			-			-			(22,218	)		-			(22,218	)
Balance, March 31, 2023		239,342	$	239		-		$	-		$	964,162		$	(883,153	)	$	(1,531	)	$	79,717

See accompanying notes to unaudited condensed consolidated financial statements.

	Three Months Ended March 31,
	2024			2023
Cash Flows from Operating Activities:
Net loss	$	(22,497	)	$	(22,218	)
Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities:
Depreciation		841			813
Amortization of intangible assets		114			112
Accretion of discounts and premiums on investments, net		(15	)		(89	)
Stock-based compensation		1,745			1,916
Deferred tax expense		-			91
Bad debt expense		(2	)		-
Change in inventory reserves		959			(374	)
Change in fair value of warrant liabilities		(2,116	)		-
Change in fair value of contingent consideration		6,480			105

Changes in operating assets and liabilities:
Accounts receivable		2,776			1,607
Inventories		(559	)		203
Operating lease right-of-use assets		177			187
Prepaid expenses		(183	)		250
Other current and long-term assets		313			(27	)
Accounts payable		(74	)		1,608
Accrued employee compensation and benefits		(1,523	)		(1,120	)
Accrued expenses and other current liabilities		(359	)		(93	)
Deferred revenue		73			(13	)
Operating lease liabilities		(158	)		(206	)
Net cash and cash equivalents used in operating activities		(14,008	)		(17,248	)

Cash Flows from Investing Activities:
Purchase of available-for-sale investments		-			(2,949	)
Proceeds from maturities of available-for-sale investments		3,000			32,750
Purchase of property and equipment		-			(64	)
Net cash and cash equivalents provided by investing activities		3,000			29,737

Cash Flows from Financing Activities:
Proceeds from issuance of common stock, net of issuance costs		982			-
Taxes paid related to net share settlement of vesting of restricted stock units		(171	)		(488	)
Proceeds from exercise of stock options		-			5
Net cash and cash equivalents provided by (used in) financing activities		811			(483	)

Effect of exchange rate changes on cash and cash equivalents		(63	)		403
Net (decrease) increase in cash, cash equivalents and restricted cash		(10,260	)		12,409
Cash, cash equivalents and restricted cash, beginning of period		18,738			7,470
Cash, cash equivalents and restricted cash, end of period	$	8,478		$	19,879

Supplemental Disclosure for Cash Flow Information
Cash paid for leases	$	351		$	330
Cash paid for taxes	$	87		$	190

Supplemental Schedule of Non-cash Investing and Financing Activities:
Transfer of inventory to property and equipment	$	630		$	112
Lease liabilities arising from obtaining right-of-use assets	$	72		$	45

See accompanying notes to unaudited condensed consolidated financial statements.

In addition to historical financial information, this Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that concern matters that involve risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. These forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this report, including statements regarding future events, the Potential Acquisition, our future financial performance, our future business strategy and the plans and objectives of management for future operations, are forward-looking statements. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “in the event that,” “may,” “plans,” “potential,” “predicts,” “should” or “will” or the negative of these terms or other comparable terminology. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements, including whether the Potential Acquisition by KARL STORZ SE & Co. KG (“KARL STORZ”) will occur, the results of the due diligence investigation by KARL STORZ, the possibility that KARL STORZ will terminate the exclusivity period, whether the parties will successfully negotiate and enter into a definitive merger agreement and, if so, whether it will be approved, the risk that the terms of the definitive agreement may not be as favorable to the Company’s stockholders as proposed in the letter of intent, including the purchase price, the timing of execution of such agreement, the availability and sufficiency for funding the Company’s near-term operations of up to $20 million available under the Note, if received, whether the Company will be able to repay the Note if the Potential Acquisition is not consummated, our ability to grow utilization of our Senhance Systems and our ability to advance development of our next-generation products. Readers are urged to carefully review and consider the various disclosures made by us, which attempt to advise interested parties of the risks, uncertainties, and other factors that affect our business, operating results, financial condition and stock price, including, without limitation, the disclosures made under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Financial Statements,” “Notes to Condensed Consolidated Financial Statements” and “Risk Factors” in this report, as well as the disclosures made in the Asensus Surgical, Inc. Annual Report on Form 10-K for the year ended December 31, 2023, as amended (as amended, the “Fiscal Year 2023 Form 10-K”), and other filings we make with the Securities and Exchange Commission (the “SEC”). Furthermore, such forward-looking statements speak only as of the date of this report. We expressly disclaim any intent or obligation to update any forward-looking statements after the date hereof to conform such statements to actual results or to changes in our opinions or expectations except as required by applicable law. References in this report to “we,” “our,” “us,” or the “Company” refer to Asensus Surgical, Inc., including its subsidiaries Asensus Surgical US, Inc., Asensus International, Inc., Asensus Surgical Italia S.r.l., Asensus Surgical Europe S.àr.l., Asensus Surgical Taiwan Ltd., Asensus Surgical Japan K.K., Asensus Surgical Israel Ltd., Asensus Surgical Netherlands B.V., and Asensus Surgical Canada, Inc.

Any disclosure in this report regarding the receipt of CE Mark or Section 510(k) clearance for any of the Company’s products does not mean or infer any endorsement of the Company’s products by any government agency including, without limitation, the U.S. Food and Drug Administration, or FDA.

The following discussion of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the related notes to our condensed consolidated financial statements included in this report. The following discussion contains forward-looking statements. See cautionary note regarding “Forward-Looking Statements” above.

Asensus Surgical, Inc. (along with its subsidiaries, the “Company”) is a medical device company that is digitizing the interface between the surgeon and patient to pioneer a new era called “Performance-Guided Surgery™”, or PGS, by unlocking clinical intelligence for surgeons to enable consistently superior outcomes to patients. Built upon the foundations of digital laparoscopy and laparoscopic minimally invasive surgery (which remains the gold standard of surgery today), the Company is pioneering PGS to increase surgeon control and reduce surgical variability. With the addition of machine vision, Augmented Intelligence and deep learning capabilities throughout the surgical experience delivered via the Senhance® Surgical System, combined with the Intelligent Surgical Unit™ (ISU™) the Company intends to holistically address the current clinical, surgeon performance (fatigue and ergonomics) and economic shortcomings that impact surgical outcomes in a value-based healthcare environment. The Company is also working to incorporate all of this in its next generation robotic system we call the LUNA™ Surgical System.

The Senhance System is available for sale in Europe, the United States, Japan, Taiwan, Russia (to the extent lawful), and select other countries. The Company also enters into lease arrangements with certain qualified customers. For some lease arrangements, the customers are provided with the right to purchase the leased Senhance System during or at the end of the lease term ("Lease Buyout").

The Company focused its research and development, or R&D, activities on advancing the LUNA Surgical System, its next generation robotic system, and the ongoing developments in the ISU and digital surgery offerings.

From our inception, we devoted a substantial percentage of our resources to research and development and start-up activities, consisting primarily of product design and development, clinical studies, manufacturing, recruiting qualified personnel and raising capital. We expect to continue to invest in research and development and market development as we implement our strategy.

Since inception, we have been unprofitable. As of March 31, 2024, we had an accumulated deficit of $961.9 million and there is substantial doubt about our ability to continue as a going concern. We operate in one business segment.

As of the date of this filing, the Company continues to manage cash prudently and believes it has cash into the third quarter of 2024, largely due to the funding under the Note discussed below.

On March 28, 2024, the Company agreed to and accepted a non-binding letter of intent (the “letter of intent”) from KARL STORZ SE & Co. KG (“KARL STORZ”) to engage in diligence and negotiations regarding the terms of a proposed acquisition of the Company by KARL STORZ (the “Potential Acquisition”). KARL STORZ proposed to acquire 100% of the Company's outstanding shares for $0.35 per share in cash. The letter of intent provides an exclusivity period that began on March 28, 2024, and extended for one week. KARL STORZ has the right to extend the exclusivity period in one-week increments, up to a total of ten weeks (the “Exclusivity Period”); provided that KARL STORZ makes the weekly payments under the Note described below. During the Exclusivity Period, the Company will not engage in negotiations for alternative transactions, KARL STORZ will be conducting diligence and the parties will be negotiating a definitive merger agreement. KARL STORZ has the right to elect not to extend the Exclusivity Period on a weekly basis.

On April 3, 2024, the Company issued a promissory note in favor of KARL STORZ in the principal amount of up to $20 million (the “Note”). The Note provides bridge funding for the Company as it pursues a potential transaction with KARL STORZ. Under the Note, KARL STORZ provides $1 million of funding to the Company for each week the Exclusivity Period is extended. The first payment under the Note occurred on April 3, covering the first week of the Exclusivity Period. As of the date of this filing, KARL STORZ has extended the Exclusivity Period six times, paying $1 million each week. The Exclusivity Period will currently end on May 15, 2024, if not extended. If a definitive merger agreement for the Potential Acquisition is executed by the parties, the Company will have the option to secure two $5 million payments under the Note as it seeks to secure stockholder approval for the Proposed Acquisition.

The Note is secured by a first priority security interest on all tangible and intangible assets of the Company and each of its direct and indirect subsidiaries. Each of its subsidiaries also serves as a guarantor under the Note. The Note bears interest at a rate of SOFR plus 10%, compounded monthly on the outstanding principal, and accrues interest until paid.

In addition, on April 3, 2024, each of the Company and its subsidiaries Asensus Surgical US, Inc., Asensus Surgical Europe S.à r.l. and Asensus Surgical Italia S.r.l. entered into an Intellectual Property Security Agreement as grantors to secure the obligations under the Note with a security interest in the U.S. patents held by such grantors.

We are aware that the Potential Acquisition is and will remain time consuming, may divert management’s attention from the daily operations of the business, and that entry into a definitive merger agreement, or if entered into, successful receipt of all necessary approvals, including a vote of our stockholders approving the Potential Acquisition is not assured. We may need to pursue alternative pathways, including, but not limited to, debt financing, sale of assets or equity-based financing. If none of these alternatives are consummated, we may need to suspend our product development programs, including the LUNA System, and take other actions to preserve cash. We may also need to seek bankruptcy protection if these measures are insufficient or unsuccessful.

On March 18, 2022, the Company entered a Controlled Equity Offering Sales Agreement (the “2022 Sales Agreement”), with Cantor Fitzgerald & Co., and Oppenheimer & Co. Inc, collectively, “the Agents”. The Company commenced an at-the-market offering (the “2022 ATM Offering”) pursuant to which the Company could offer and sell, from time to time, at its option, shares of its common stock for an aggregate offering price of up to $100.0 million. During the three months ended March 31, 2024, the Company sold 3,051,837 shares of common stock for an aggregate net proceeds of $1.0 million.

Results of Operations - Comparison of Three Months Ended March 31, 2024 and 2023

Both in the first quarter of 2024 and 2023, our revenue consisted of ongoing Senhance Systems’ leasing payments, sales of instruments and accessories, and services revenue for Senhance Systems sold in Europe, Asia, and the U.S. in prior periods.

Product revenue for the three months ended March 31, 2024 and 2023 remained constant at approximately $0.3 million.

Service revenue for the three months ended March 31, 2024 increased to $0.3 million compared to $0.2 million for the three months ended March 31, 2023.

Lease revenue for the three months ended March 31, 2024 and 2023 remained constant at approximately $0.5 million.

Cost of revenue consists of contract manufacturing, materials, labor, and manufacturing overhead incurred internally to produce the products. Shipping and handling costs incurred by the Company are included in cost of revenue. We expense all inventory excess and obsolescence provisions as cost of revenue. The manufacturing overhead costs include the cost of quality assurance, material procurement, inventory control, facilities, equipment depreciation and operations supervision and management.

Product cost for the three months ended March 31, 2024 increased to $1.7 million as compared to $1.2 million for the three months ended March 31, 2023. The $0.5 million increase primarily consists of $0.7 million increase in the change in inventory reserves and a $0.2 million increase in inventory adjustments, partially offset by a $0.2 million decrease in in product costs, an $0.1 million decrease in personnel costs and an $0.1 million decrease in supplies.

Service cost for the three months ended March 31, 2024 decreased to $0.5 million as compared to $0.7 million for the three months ended March 31, 2023. The $0.2 million decrease relates to a decrease in materials costs. Cost of revenue exceeds revenue primarily due to part replacements under maintenance plans, which are expensed when incurred, along with salaries for the field service teams.

Lease cost for the three months ended March 31, 2024 decreased to $0.9 million as compared to $1.0 million for the three months ended March 31, 2023. The $0.1 million decrease primarily relates to decrease in material costs.

Research and development, or R&D, expenses primarily consist of engineering, product development and regulatory expenses incurred in the design, development, testing and enhancement of our products and legal services associated with our efforts to obtain and maintain broad protection for the intellectual property related to our products. In future periods, we expect R&D expenses to continue to substantially increase as we invest in the LUNA System and our digital laparoscopy platform. R&D expenses are expensed as incurred.

R&D expenses for the three months ended March 31, 2024 decreased 20% to $8.1 million as compared to $10.1 million for the three months ended March 31, 2023. The $2.0 million decrease primarily relates to a $2.4 million decrease in contract engineering services, consulting, and other outside services and a $0.3 million decrease in supplies costs. This was partially offset by a $0.5 million increase in personnel costs and a $0.2 million increase in testing and enhancement of our products.

Sales and marketing expenses include costs for sales and marketing and clinical support personnel, travel, demonstration product, market development, physician training, tradeshows, marketing clinical evaluations and consulting expenses.

Sales and marketing expenses for the three months ended March 31, 2024 decreased 22% to $3.6 million compared to $4.6 million for the three months ended March 31, 2023. The $1.0 million decrease was primarily related to decreased consulting expenses of $0.6 million, decreased travel costs of $0.2 million, decreased supplies of $0.1 million and decreased depreciation of $0.1 million.

General and administrative expenses consist of personnel costs related to the executive, finance, legal, IT and human resource functions, as well as professional service fees, legal fees, accounting fees, insurance costs, and general corporate expenses.

General and administrative expenses for the three months ended March 31, 2024 decreased to $4.4 million compared to $5.5 million for the three months ended March 31, 2023. The $1.1 million decrease was primarily related to a $0.5 million decrease in personnel costs, a $0.4 million decrease in consulting expenses, a $0.1 million decrease in travel costs and a $0.1 million decrease in facility expenses.

Amortization of intangible assets for the three months ended March 31, 2024 and 2023 remained constant at approximately $0.1 million for the three months ended March 31, 2023.

Contingent consideration represents a liability related to the Company’s 2015 acquisition of the Senhance System (the “Senhance Acquisition”). The change in fair value of contingent consideration in connection with the Senhance Acquisition was a $6.5 million increase for the three months ended March 31, 2024 compared to an $0.1 million decrease for the three months ended March 31, 2023. The increase was primarily due to changes in our valuation of the contingent consideration based on the probability-weighted fair value of the consideration under the Potential Acquisition, which is expected to close in August 2024, assuming a 50% probability that the Potential Acquisition would occur and the timing of achievement of trailing revenue of at least €25.0 million over a calendar quarter.

Other income for the three months ended March 31, 2024 increased to $2.2 million income compared to approximately $0.2 million income for the three months ended March 31, 2023. The $2.0 million change primarily relates to the change in the fair value of warrant liabilities due to a decrease in the market price of the Company’s common stock at March 31, 2024.

The Company recorded $0.05 million income tax benefit for the three months ended March 31, 2024 compared to $0.09 million income tax expense for the three months ended March 31, 2023. The $0.04 million change primarily relates to current income tax expense of profitable foreign jurisdictions in Japan and Netherlands for the three months ended March 31, 2024 compared to Japan, Israel, and the Netherlands for the same period in 2023.

The Company’s consolidated financial statements are prepared using U.S. GAAP applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company had an accumulated deficit of $961.9 million as of March 31, 2024. The Company has not established sufficient revenues to cover its operating costs and will require additional capital to continue as a going concern. As of March 31, 2024, the Company had cash, cash equivalents, and short-term investments, excluding restricted cash, of approximately $8.0 million. We believe that our existing cash, cash equivalents, and short-term investments, together with cash received from product, service, and lease sales, and funding under the Note received to date, will be sufficient to meet our anticipated cash needs into the third quarter of 2024. We cannot be certain that we will receive the entire $20 million in funding under the Note, which would have a significant impact on our cash position.

The Maturity Date under the Note is the earliest of (i) the date that is thirty days after the Company ceases discussions with respect to the Potential Acquisition or determines not to proceed with the Potential Acquisition on the terms set forth in the letter of intent, (ii) the date that is sixty days after the lapse of the Exclusivity Period due to KARL STORZ’s election not to extend such period, (iii) the date that is thirty days after a definitive merger agreement is terminated in connection with (A) any breach of the definitive merger agreement by the Company, (B) a change of recommendation or failure to publicly reconfirm the Board of Director’s recommendation in favor of the Potential Acquisition under the definitive merger agreement by the Board of Directors of the Company, or (C) the Company entering into an Alternative Transaction (as defined in the letter of intent), (iv) the date that is sixty days after the definitive merger agreement is terminated under any other circumstances not set forth in the preceding subclause (iii) and (v) October 30, 2024. In addition to the principal of the Note, we would owe accrued interest and a prepayment premium equal to 5% of the principal amount of the Note. If for any reason funding stops under the Note prior to consummation of a Potential Acquisition, we will promptly implement significant cash preservation activities.

If the Potential Acquisition is not consummated, the Company will need to obtain additional financing to proceed with its business plan. Management's plan to obtain additional resources for the Company include completion of the Potential Acquisition, and, if that is not successful, additional sales of equity, traditional financing, such as loans, entry into a strategic collaboration, entry into an out-licensing arrangement or provision of additional distribution rights in some or all of its markets. However, management cannot provide any assurance that the Company will be successful in accomplishing any or all of its plans. If sufficient funds are not received on a timely basis, the Company would then need to purse a plan to license or sell its assets, seek to be acquired by another entity, cease operations and/or seek bankruptcy protection. The ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date that these financial statements are issued. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

The Company is subject to risks similar to other similarly sized companies in the medical device industry. These risks include, without limitation: the historical lack of profitability; the Company’s ability to raise additional capital, the success of the Company’s LUNA System development plans and its ability to fund such plans, the Company’s ability to grow its placements and increase utilization of the Senhance System by customers; its ability to successfully develop, clinically test, obtain regulatory clearance for and commercialize its products and products in development; negative impacts on the Company's operations caused by the hostilities in the Middle East and other geopolitical factors; the success of its market development efforts; the timing and outcome of the regulatory review process for its products; changes in the healthcare regulatory environments of the United States, the European Union, Japan, Taiwan and other countries in which the Company operates or intends to operate; its ability to attract and retain key management, marketing and scientific personnel; its ability to successfully prepare, file, prosecute, maintain, defend and enforce patent claims and other intellectual property rights; its ability to successfully transition from a research and development company to a marketing, sales and distribution company; competition in the market for robotic and digital surgical devices; and its ability to identify and pursue development of additional products. In addition, the Company is subject to risks related to the Potential Acquisition, including, but not limited to whether the Potential Acquisition by KARL STORZ will occur, the results of the due diligence investigation by KARL STORZ, the possibility that KARL STORZ will terminate the exclusivity period, whether the parties will successfully negotiate and enter into a definitive merger agreement and, if so, whether it will be approved, the risk that the terms of the definitive agreement may not be as favorable to the Company’s stockholders as proposed in the letter of intent, including the purchase price, the timing of execution of such agreement, the availability and sufficiency for funding the Company’s near-term operations of up to $20 million available under the Note, if received, whether the Company will be able to repay the Note if the Potential Acquisition is not consummated.

Our principal sources of liquidity to date have been cash proceeds from issuance of common stock pursuant to public offerings, incurrence of debt and proceeds from sales and maturities of investments.

Our cash flows for the three months ended March 31, 2024 and 2023 were are follows:

For the three months ended March 31, 2024, cash used in operating activities of $14.0 million consisted of a net loss of $22.5 million, non-cash items of $8.0 million and changes in operating assets and liabilities of $0.5 million. The non-cash items primarily consisted of $6.5 million of change in fair value of contingent consideration, $1.7 million of stock-based compensation expense, $1.0 million change in inventory reserve, $0.8 million of depreciation and amortization expense, and $0.1 million of amortization of intangible assets, partially offset by $2.1 million change in fair value of warrant liabilities. The increase in cash from changes in operating assets and liabilities primarily relates to a $2.8 million decrease in accounts receivable and a $0.3 million decrease in other current and long-term assets, partially offset by a $1.5 million decrease in accrued employee compensation and benefits, a $0.6 million change in inventories, a $0.4 million decrease in accrued expenses and other current liabilities and a $0.1 million decrease in accounts payable.

For the three months ended March 31, 2023, cash used in operating activities of $17.2 million consisted of a net loss of $22.2 million, changes in operating assets and liabilities of $2.4 million, and changes in non-cash items of $2.6 million. The non-cash items primarily consisted of $1.9 million of stock-based compensation expense, $0.8 million of depreciation, $0.1 million of amortization of intangible assets, $0.1 million of change in fair value of contingent consideration, offset by $0.4 million change in inventory reserves, and $0.1 million of net amortization of discounts and premiums on investments. The increase in cash from changes in operating assets and liabilities primarily relates to a $1.6 million increase in accounts payable, a $1.6 million decrease in accounts receivable, a $0.3 million decrease in prepaid expenses, offset by a $1.1 million decrease in accrued employee compensation and benefits.

For the three months ended March 31, 2024, net cash provided by investing activities was $3.0 million. This amount consists of $3.0 million of proceeds from maturities of available-for-sale investments.

For the three months ended March 31, 2023, net cash provided by investing activities was $29.7 million. This amount consists of $32.8 million of proceeds from maturities of available-for-sale investments, offset by $2.9 million of purchases of available-for-sale investments and $0.1 million purchases of property and equipment.

For the three months ended March 31, 2024, net cash provided by financing activities was $0.8 million, primarily related to proceeds from the issuance of common stock, partially offset by taxes paid for the net share settlement of vesting of restricted stock units.

For the three months ended March 31, 2023, net cash used in financing activities was $0.5 million, primarily related to taxes paid for the net share settlement of vesting of restricted stock units.

We intend to spend substantial amounts on research and development activities, including product development, regulatory and compliance, and clinical studies in support of the development of the LUNA System and our digital solutions platform. We intend to use financing opportunities strategically to continue to strengthen our financial position.

Cash and cash equivalents held by our foreign subsidiaries totaled $2.1 million as of March 31, 2024, including restricted cash. We do not intend or currently foresee a need to repatriate cash and cash equivalents held by our foreign subsidiaries. If these funds are needed in the United States, we believe that the potential U.S. tax impact to repatriate these funds would be immaterial.

The discussion and analysis of our financial condition and results of operations set forth above under the headings “Results of Operations” and “Liquidity and Capital Resources” have been prepared in accordance with U.S. GAAP and should be read in conjunction with our consolidated financial statements and notes thereto appearing in this Form 10-Q and in the Fiscal Year 2023 Form 10-K. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our critical accounting estimates, including identifiable intangible assets, contingent consideration, stock-based compensation, inventory, revenue recognition and income taxes. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. A more detailed discussion on the application of these and other accounting policies can be found in Note 2 in the Notes to the condensed consolidated Financial Statements in this Form 10-Q. Actual results may differ from these estimates under different assumptions and conditions. There have been no new or material changes to the critical accounting estimates discussed in our Fiscal Year 2023 Form 10-K, that are of significance, or potential significance, to us.

While all accounting policies impact the consolidated financial statements, certain policies may be viewed as critical. Critical accounting estimates are those that are both most important to the portrayal of financial condition and results of operations and that require management’s most subjective or complex judgments and estimates. Our management believes the policies that fall within this category are the estimates on accounting for identifiable intangible assets, contingent consideration, stock-based compensation, inventory, revenue recognition and income taxes.

We are exposed to changes in foreign currency exchange rates. Operations outside of the United States accounted for 82% and 79% of revenue for the three months ended March 31, 2024 and 2023, respectively, and are concentrated principally in Europe. We translate the revenue and expenses of our foreign operations using average exchange rates prevailing during the period. The effect of a 10% change in the average foreign currency exchange rates among the U.S. dollar versus the Euro for the three months ended March 31, 2024, would result in revenue changing by $0.1 million. This change would not be material to our cash flows and our results of operations.

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2024. We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on such evaluation, our Chief Executive Officer and Executive Vice President and Chief Financial Officer concluded that, as of March 31, 2024, our disclosure controls and procedures were not effective due to the material weakness in internal control over financial reporting, described below.

Other than the remediation efforts described below, there were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the year ended December 31, 2022, management identified a material weakness related to information technology general controls in user access over certain information technology systems that support the Company’s financial reporting processes. Remediation of this material weakness is currently ongoing.

The 2022 material weakness identified above did not result in any identified misstatements to our consolidated interim financial statements, and our management has concluded that the consolidated financial statements present fairly, in all material respects, our financial position, results of operations, and cash flows in conformity with U.S. GAAP.

We have commenced measures to remediate the identified material weakness. Management has been and will continue designing and implementing an improved process for requesting, authorizing, and reviewing user access to key systems which impact our financial reporting, including identifying access to roles where manual business process controls may be required. This implementation will include the addition of detection controls which will include the review of user access and activity logs related to systems that were accessed. We will also enhance the training of our personnel regarding their roles and responsibilities within the information technology general controls objectives and activities. The material weakness will not be considered remediated until management designs and implements effective controls that operate for a sufficient period of time for management to conclude, through testing, that the controls are operating effectively. The material weakness is not considered remediated as of March 31, 2024 as remediation efforts are ongoing.

Reference is made to the Risk Factors included in our Fiscal Year 2023 Form 10-K, as supplemented by the following:

If the Potential Acquisition does not occur, we will need to find other sources of capital to continue our operations and our LUNA System development efforts, and doubt may exist regarding our ability to continue operating as a going concern.

We have entered into the non-binding letter of intent but have not yet negotiated a definitive merger agreement with KARL STORZ. If we are not able to successfully negotiate a definitive merger agreement or, if a definitive merger agreement is signed, the Proposed Acquisition does not occur, we will need to find other sources of capital to continue our operations and our LUNA System development efforts. Without additional capital, we do not believe we will have sufficient resources to fund our operations and meet our obligations under the Note. If the Potential Acquisition does not occur, we may need to file for bankruptcy protection, which we believe would likely result in current stockholders receiving little, if any, value for their shares of Common Stock.

The funding under the Note is secured by substantially all of the assets of the Company and its subsidiaries. Any obligation to repay the Note if the Potential Acquisition is not consummated will have a material adverse impact on our financial position.

We are receiving, and have the opportunity to receive, up to $20 million under the Note as we pursue the Potential Acquisition. The Note is secured by substantially all of the assets of the Company and its subsidiaries, including its intellectual property. If a definitive agreement is not successfully negotiated and executed by the parties, or if the Potential Acquisition is not approved by all relevant parties, including our stockholders, we will need to repay the Note, including all accrued interest and a prepayment premium equal to 5% of the principal amount of the Note. Any obligation to repay the Note will have a material adverse impact on our financial position.

We may not receive all of the $20 million funding under the Note, which could have a material impact on our cash position.

We cannot be certain that we will receive the entire $20 million in funding under the Note. We are dependent on such funding to support our obligations and to pay the expenses related to the Potential Acquisition. If for any reason funding stops under the Note prior to consummation of a Potential Acquisition, we will promptly implement significant cash preservation activities. If we do not receive all of the funding, our cash position will be adversely impacted.

Failure to enter into a definitive merger agreement for the Potential Acquisition could materially and negatively impact the trading price of our common stock, as well as our future business and financial results, and could lead to various outcomes that include a risk of default under the Note and/or bankruptcy.

We are currently negotiating a definitive merger agreement related to the Proposed Acquisition. We cannot assure you that we will be able to successfully negotiate a definitive merger agreement. If we are not able to successfully enter into a definitive merger agreement, we will need to secure other ways of financing our operations, and will owe the principal, accrued interest and prepayment premium to KARL STORZ under the Note. There can be no assurance that we will be able to secure such additional capital and/or be able to repay our obligations under the Note in a timely manner.

Even if we enter into a definitive merger agreement, we cannot be certain that the Potential Acquisition will be approved by our stockholders.

If we enter into a definitive merger agreement with KARL STORZ, we will move as promptly as possible to provide our stockholders with a proxy statement describing the Proposed Acquisition and seeking approval of the merger transaction. We will need to obtain approval from a majority of the outstanding shares of Common Stock. Given the volatility in ownership of our Common Stock, we expect that it may be difficult to obtain the required approval.

Uncertainty regarding whether the Potential Acquisition will lead to a definitive merger agreement may cause a loss of management and other key employees and may disrupt our business

Based on the letter of intent, we expect the diligence period conducted by KARL STORZ to be longer than customary in transactions of the type like the Potential Acquisition, and that it may take longer than usual to negotiate a definitive merger agreement. Such prolonged periods could cause uncertainty among our employees and customers and lead to loss of employees and loss of business opportunities.

Expenses related to the Potential Acquisition are significant and may adversely affect our financial condition.

We have incurred and expect to continue to incur significant expenses in connection with the Potential Acquisition and anticipate that such expenses will continue to be incurred, which may adversely affect our financial condition.

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

PART I.	FINANCIAL INFORMATION	2

Item 1.	Financial Statements
	Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited)	2
	Condensed Consolidated Balance Sheets (unaudited)	3
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited)	4
	Condensed Consolidated Statements of Cash Flows (unaudited)	5
	Notes to Condensed Consolidated Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures	23

PART II.	OTHER INFORMATION	23

Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	26

	SIGNATURES	27

	Fair value
	(in thousands)
Balance at December 31, 2023	$	5,888
Change in estimated fair value		(2,116	)
Balance at March 31, 2024	$	3,772

	As of March 31, 2024		As of December 31, 2023
Expected volatility		116%		117%
Risk-free interest rate		4.2%		3.8%
Expected life (in years)		4.3		4.6
Expected dividend yield		0.0%		0.0%

	Fair value
	(in thousands)
Balance at December 31, 2022	$	1,256
Change in estimated fair value		105
Balance at March 31, 2023	$	1,361

Balance at December 31, 2023	$	2,220
Change in estimated fair value		6,480
Balance at March 31, 2024	$	8,700

	Valuation Methodology		Significant Unobservable Inputs		March 31, 2024		December 31, 2023

Contingent consideration		Probability weighted income approach		Milestone date		2032		2032
				Revenue discount rate		10.0%		10.0%
				Revenue volatility		32.5%		35.0%
				EUR-to-USD exchange rate		1.08		1.10
				Probability of occurrence		50.0%		-

	March 31, 2024
	Level 1		Level 2		Level 3		Total
	(in thousands)
Assets:
Cash and cash equivalents (1)	$	6,995	$	-	$	-		6,995
Restricted cash		1,483		-		-		1,483
Short-term investments		-		994		-		994
Total assets	$	8,478	$	994	$	-	$	9,472
Liabilities:
Contingent consideration	$	-	$	-	$	8,700	$	8,700
Warrant liabilities					$	3,772	$	3,772
Total liabilities	$	-	$	-	$	12,472	$	12,472

	March 31, 2024
										Balance Sheet Classification
	Amortized Cost		Unrealized Gain		Unrealized Loss			Fair Value		Short-term investments
	(in thousands)
Corporate bonds	$	995	$	-	$	(1	)	$	994	$	994
Total investments	$	995	$	-	$	(1	)	$	994	$	994

	March 31, 2024
	Gross Carrying Amount		Accumulated Amortization			Foreign Currency Translation Impact			Net Carrying Amount
	(in thousands)
Developed technology	$	68,838	$	(66,988	)	$	(861	)	$	989
Technology and patents purchased		400		(289	)		14			125
Total intellectual property	$	69,238	$	(67,277	)	$	(847	)	$	1,114

	March 31, 2024				December 31, 2023
Weighted-average remaining lease term (in years)		5.5				5.7
Weighted-average discount rate		9.1%				9.2%
Incremental borrowing rate		7.1%	-	23.0%		7.1%	-	23.0%

Fiscal Year
Remainder of 2024		1,144
2025		1,386
2026		1,051
2027		1,003
2028		827
2029 and thereafter		1,406
Total minimum lease payments	$	6,817
Less: Amount of lease payments representing interest		(1,361	)
Present value of future minimum lease payments	$	5,456

	Number of Shares			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value (Millions)
Outstanding at December 31, 2023		10,444,679		$	3.20		4.80
Granted		5,552,790			0.26
Cancelled		(36,406	)		10.24
Outstanding at March 31, 2024		15,961,063		$	2.16		5.37	$	-
Vested or expected to vest at March 31, 2024		14,795,731		$	2.30		5.27	$	-
Exercisable at March 31, 2024		7,862,867		$	3.97		4.25	$	-

	Number of Shares			Weighted-Average Grant Date Fair Value
Unvested at December 31, 2023		12,326,177		$	0.81
Granted		14,647,450		$	0.26
Vested		(4,655,843	)	$	0.97
Forfeited		(1,358,970	)	$	0.67
Unvested at March 31, 2024		20,958,814		$	0.40

	Three Months Ended March 31, 2024
Shares of common stock issued		3,051,837
Average price per share	$	0.33
Gross proceeds	$	1,009
Commission paid to agents	$	(30	)
Net proceeds	$	979

	March 31, 2024			December 31, 2023
U.S.		28	%		29	%
EMEA		70	%		68	%
Asia		2	%		3	%
Total		100	%		100	%

Exhibit No.		Description
10.1		Secured Promissory Note of Asensus Surgical, Inc., dated April 3, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 3, 2024).

10.2		Intellectual Property Security Agreement, dated April 3, 2024, by and among Asensus Surgical, Inc., Asensus Surgical US, Inc., Asensus Surgical Europe S. à r.l., Asensus Surgical Italia Sr.l. and KARL STORZ SE & Co. KG (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 3, 2024).

31.1 *		Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).

31.2 *		Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).

32.1 *		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 *		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS *		Inline XBRL Instance Document.

101.SCH* *		Inline XBRL Taxonomy Extension Schema Document.

101.CAL* *		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF* *		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB* *		Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE *		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104		The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, formatted in Inline XBRL (included in Exhibit 101).

		Asensus Surgical, Inc.

Date: May 14, 2024	By:	/s/ Anthony Fernando
	Anthony Fernando
	President and Chief Executive Officer

Date: May 14, 2024	By:	/s/ Shameze Rampertab
	Shameze Rampertab
	Executive Vice President and Chief Financial Officer

		May 14, 2024

	By:	/s/ Anthony Fernando
	Anthony Fernando, President and Chief Executive Officer (Principal Executive Officer)

		May 14, 2024

	By:	/s/ Shameze Rampertab
	Shameze Rampertab Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

By:	/s/ Anthony Fernando
	Anthony Fernando, President and Chief Executive Officer (Principal Executive Officer)

Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Mar. 31, 2024	May 07, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	0-19437
Entity Registrant Name	ASENSUS SURGICAL, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	11-2962080
Entity Address, Address Line One	1 TW Alexander Drive, Suite 160
Entity Address, City or Town	Durham
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	27703
City Area Code	919
Local Phone Number	765-8400
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Title of 12(b) Security	Common Stock
Trading Symbol	ASXC
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding (in shares)		272,331,675
Entity Central Index Key	0000876378
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Amendment Flag	false

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenue:
Revenue	$ 1,123	$ 976
Cost of revenue:
Cost of revenue	3,056	2,947
Gross loss	(1,933)	(1,971)
Operating Expenses:
Research and development	8,091	10,139
Sales and marketing	3,642	4,553
General and administrative	4,374	5,468
Amortization of intangible assets	114	112
Change in fair value of contingent consideration	6,480	105
Total operating expenses	22,701	20,377
Operating loss	(24,634)	(22,348)
Other income (expenses), net
Change in fair value of warrant liabilities	2,116	0
Interest income	126	439
Other expense, net	(59)	(218)
Total other income (expense), net	2,183	221
Loss before income taxes	(22,451)	(22,127)
Income tax expense	(46)	(91)
Net loss	$ (22,497)	$ (22,218)
Net loss per common share attributable to common stockholders - basic and diluted (in dollars per share)	$ (0.08)	$ (0.09)
Weighted average number of shares used in computing net loss per common share - basic and diluted (in shares)	269,265	238,280
Comprehensive loss:
Net loss	$ (22,497)	$ (22,218)
Foreign currency translation (loss) gain	(494)	550
Unrealized gain on available-for-sale investments	8	307
Comprehensive loss	(22,983)	(21,361)
Product [Member]
Revenue:
Revenue	313	293
Cost of revenue:
Cost of revenue	1,681	1,225
Service [Member]
Revenue:
Revenue	285	195
Cost of revenue:
Cost of revenue	452	749
Lease [Member]
Revenue:
Revenue	525	488
Cost of revenue:
Cost of revenue	$ 923	$ 973

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current Assets:
Cash and cash equivalents	$ 6,995	$ 17,096
Short-term investments, available-for-sale	994	3,971
Accounts receivable, net	675	3,508
Inventories	5,958	7,172
Prepaid expenses	3,314	3,143
Other current assets	1,312	1,496
Total Current Assets	19,248	36,386
Restricted cash	1,483	1,642
Inventories, net of current portion	3,954	4,043
Property and equipment, net	8,630	8,959
Intellectual property, net	1,114	1,237
Net deferred tax assets	37	44
Operating lease right-of-use assets, net	4,926	5,165
Other long-term assets	1,422	1,610
Total Assets	40,814	59,086
Current Liabilities:
Accounts payable	4,036	4,145
Accrued employee compensation and benefits	3,814	5,390
Accrued expenses and other current liabilities	1,243	1,636
Contingent consideration, current	8,700	0
Operating lease liabilities, current	1,056	1,036
Deferred revenue	439	421
Total Current Liabilities	19,288	12,628
Long-Term Liabilities:
Deferred revenue - less current portion	330	290
Contingent consideration	0	2,220
Warrant liabilities	3,772	5,888
Noncurrent operating lease liabilities	4,400	4,646
Total Liabilities	27,790	25,672
Commitments and Contingencies
Stockholders' Equity:
Common stock $0.001 par value, 750,000,000 shares authorized at March 31, 2024 and December 31, 2023; 271,986,369 and 264,921,526 issued and outstanding at March 31, 2024 and December 31, 2023, respectively	272	265
Preferred stock, $0.01 par value, 25,000,000 shares authorized, no shares issued and outstanding at March 31, 2024 and December 31, 2023	0	0
Additional paid-in capital	975,715	973,129
Accumulated deficit	(961,865)	(939,368)
Accumulated other comprehensive loss	(1,098)	(612)
Total Stockholders' Equity	13,024	33,414
Total Liabilities and Stockholders' Equity	40,814	59,086
Intellectual Property [Member]
Current Assets:
Intellectual property, net	$ 1,114	$ 1,237

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Common Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.001	$ 0.001
Common Stock, Shares Authorized (in shares)	750,000,000	750,000,000
Common Stock, Shares, Outstanding (in shares)	271,986,369	264,921,526
Common Stock, Shares, Issued (in shares)	271,986,369	264,921,526
Preferred Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.01	$ 0.01
Preferred Stock, Shares Authorized (in shares)	25,000,000	25,000,000
Preferred Stock, Shares Issued (in shares)	0	0
Preferred Stock, Shares Outstanding (in shares)	0	0

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Common Stock [Member]	Treasury Stock, Common [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Balance (in shares) at Dec. 31, 2022	236,895	0
Balance at Dec. 31, 2022	$ 237	$ 0	$ 962,731	$ (860,935)	$ (2,388)	$ 99,645
Stock-based compensation	$ 0		1,916	0	0	1,916
Issuance of common stock related to vesting of restricted stock units (in shares)	2,434	0
Issuance of common stock related to vesting of restricted stock units	$ 2	$ 0	0	0	0	2
Shares withheld related to net share settlement of equity awards (in shares)	0	649
Shares withheld related to net share settlement of equity awards	$ 0	$ 1	(490)	0	0	(489)
Cancellation of treasury stock (in shares)	0	(649)
Cancellation of treasury stock	$ 0	$ 1	0	0	0	(1)
Cancellation of treasury stock	(0)	$ (1)	(0)	(0)	(0)	1
Other comprehensive income	0			0	857	857
Net loss	$ 0			(22,218)	0	(22,218)
Exercise of stock options (in shares)	13	0
Exercise of stock options	$ 0	$ 0	5	0	0	5
Balance (in shares) at Mar. 31, 2023	239,342	0
Balance at Mar. 31, 2023	$ 239	$ 0	964,162	(883,153)	(1,531)	79,717
Balance (in shares) at Dec. 31, 2023	264,922	0
Balance at Dec. 31, 2023	$ 265	$ 0	973,129	(939,368)	(612)	33,414
Stock-based compensation	$ 0		1,745	0	0	1,745
Issuance of common stock related to vesting of restricted stock units (in shares)	4,012	0
Issuance of common stock related to vesting of restricted stock units	$ 4	$ 0	0	0	0	4
Shares withheld related to net share settlement of equity awards (in shares)	0	640
Shares withheld related to net share settlement of equity awards	$ 0	$ 1	(135)	0	0	(134)
Cancellation of treasury stock (in shares)	0	(640)
Cancellation of treasury stock	$ 0	$ 1	0	0	0	(1)
Cancellation of treasury stock	$ (0)	(1)	(0)	(0)	(0)	1
Issuance of common stock, net of issuance costs (in shares)	3,052
Issuance of common stock, net of issuance costs	$ 3		976			979
Other comprehensive income	0	0	0	0	(486)	(486)
Net loss	$ 0	$ 0		(22,497)	0	(22,497)
Balance (in shares) at Mar. 31, 2024	271,986	0
Balance at Mar. 31, 2024	$ 272	$ 0	$ 975,715	$ (961,865)	$ (1,098)	$ 13,024

Significant Accounting Policies (Policies)	3 Months Ended
Significant Accounting Policies (Policies)	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Accounting, Policy [Policy Text Block]	Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and include the accounts of the Company and its direct and indirect wholly owned subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. The results reported in these unaudited interim condensed consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for any subsequent period or for the entire year. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Fiscal Year 2023 Form 10-K. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in the accompanying interim condensed consolidated financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, except as otherwise indicated, necessary for a fair statement of its financial position, results of operations, and cash flows of the Company for all periods presented.
Substantial Doubt about Going Concern [Policy Text Block]	Going Concern The Company's condensed consolidated financial statements are prepared using U.S. GAAP applicable to a going concern basis of accounting, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. The Company had an accumulated deficit of $961.9 million as of March 31, 2024. The Company has not established sufficient sales revenues to cover its operating costs and requires additional capital to proceed with its operating plan. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. The Company will need to obtain additional financing to execute its business plan. Management's plan to obtain additional resources for the Company includes a potential sale of the Company and, if that is not successful, additional sales of equity, traditional financing, such as loans, entry into strategic collaborations, entry into an out-licensing arrangement or provision of additional distribution rights in some or all of its markets, or, if all such alternatives are not successful, a bankruptcy filing. However, management cannot provide any assurance that the Company will be successful in accomplishing any or all of its plans. The ability to successfully resolve these factors raises substantial doubt about the Company’s ability to meet its existing obligations, and to continue as a going concern within one year from the date that these financial statements are issued. The condensed consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.
Consolidation, Policy [Policy Text Block]	Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its direct and indirect wholly owned subsidiaries, Asensus Surgical US, Inc., Asensus International, Inc., Asensus Surgical Italia S.r.l., Asensus Surgical Europe S.à r.l., Asensus Surgical Taiwan Ltd., Asensus Surgical Japan K.K., Asensus Surgical Israel Ltd., Asensus Surgical Netherlands B.V., and Asensus Surgical Canada, Inc. All inter-company accounts and transactions have been eliminated in consolidation.
Risk And Uncertainties, Policy [Policy Text Block]	Risk and Uncertainties The Company is subject to risks similar to other similarly sized companies in the medical device industry. These risks include, without limitation: the historical lack of profitability; the risk that the Company will not be able to successfully negotiate a definitive merger agreement with from KARL STORZ SE & Co. KG (“KARL STORZ”) or, if such definitive agreement is executed, successfully obtain all necessary approvals to consummate the possible transaction described in Note 17; the Company’s ability to raise additional capital; its ability to successfully develop, clinically test and commercialize its products and products in development; negative impacts on the Company's operations caused by the hostilities in the Middle East and other geopolitical factors; the success of its market development efforts; the timing and outcome of the regulatory review process for its products; changes in the healthcare regulatory environments of the United States, the European Union, Japan, Taiwan, and other countries in which the Company operates or intends to operate; its ability to attract and retain key management, marketing and scientific personnel; its ability to successfully prepare, file, prosecute, maintain, defend and enforce patent claims and other intellectual property rights; its ability to successfully transition from a research and development company to a marketing, sales and distribution company; competition in the market for robotic surgical devices; and its ability to identify and pursue development of additional products.
Use of Estimates, Policy [Policy Text Block]	Use of Estimates The preparation of 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 the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include impairment considerations for long-lived assets, fair value estimates related to contingent consideration, stock-based compensation expense, revenue recognition, short-term investments, fair value estimates related to warrant liabilities, changes in inventory reserves, inventory classification between current and non-current, measurement of lease liabilities and corresponding right-of-use (“ROU”) assets, and deferred tax asset valuation allowances.
New Accounting Pronouncements, Policy [Policy Text Block]	Impact of Recently Issued Accounting Standards In November 2023, the FASB issued Accounting Standards Update, or ASU, No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU looks to provide improvements to the segment disclosure by providing users with more decision-useful information about reportable segments in a public entity. The main provisions require a company to disclose, on an annual and interim basis, significant expenses included within each reported measure of segment profit or loss, an amount for other segment items by reportable segment and a description of its composition. It also requires all annual disclosures about a reportable segments’ profit or loss and assets to be reported on an interim basis. The ASU is to be applied retrospectively to all prior periods presented in the financial statements with an effective date for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this ASU. In December 2023, the FASB issues ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU looks to enhance the transparency and decision usefulness of income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The main provisions to the rate reconciliation disclosure require public entities on an annual basis to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. The main provisions to the income taxes paid disclosure require that all entities disclose on an annual basis: the amount of income taxes paid disaggregated by federal, state and foreign taxes and the amount of income taxes paid disaggregated by individual jurisdictions in which income taxes paid meets a quantitative threshold. This ASU also requires all entities to disclose income (loss) from continuing operations before income tax expense (benefit) disaggregated between domestic and foreign and income tax expense (benefit) from continuing operations disaggregated by federal, state and foreign. This ASU is to be applied on a prospective basis with an effective date for all public entities for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this ASU.

Note 3 - Revenue Recognition 2 (Details Textual) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 $ in Millions	Mar. 31, 2024 USD ($)
Revenue, Remaining Performance Obligation, Amount	$ 0.8
Minimum [Member]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Year)	1 year
Maximum [Member]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Year)	4 years

Note 4 - Fair Value Measurements (Details Textual) - Senhance Surgical Robotic System Acquisition[Member] € in Millions	3 Months Ended
	Mar. 31, 2024 EUR (€)
Business Combination, Contingent Consideration Arrangements, Assumed Percentage Probability	50.00%
Minimum [Member]
Business Combination Contingent Consideration Arrangements Target Revenue	€ 25

Note 4 - Fair Value Measurements - Summary of Change in Fair Value for Warrants (Details) - Warrant [Member] $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Balance at December 31, 2023	$ 5,888
Change in estimated fair value	(2,116)
Balance at March 31, 2024	$ 3,772

Note 4 - Fair Value Measurements - Quantitative Information about Inputs and Valuation Methodologies - Warrants (Details)	Mar. 31, 2024	Dec. 31, 2023
Measurement Input, Price Volatility [Member] \| Senhance Surgical Robotic System Acquisition[Member] \| Fair Value, Inputs, Level 3 [Member]
Measurement Input	0.325	0.35
Measurement Input, Price Volatility [Member] \| Warrant [Member]
Measurement Input	1.16	1.17
Measurement Input, Risk Free Interest Rate [Member] \| Warrant [Member]
Measurement Input	0.042	0.038
Measurement Input, Discount Rate [Member] \| Senhance Surgical Robotic System Acquisition[Member] \| Fair Value, Inputs, Level 3 [Member]
Measurement Input	0.10	0.10
Measurement Input, Expected Term [Member] \| Warrant [Member]
Measurement Input	4.3	4.6
Measurement Input, Currency Exchange Rate [Member] \| Senhance Surgical Robotic System Acquisition[Member] \| Fair Value, Inputs, Level 3 [Member]
Measurement Input	1.08	1.1
Measurement Input, Expected Dividend Rate [Member] \| Warrant [Member]
Measurement Input	0	0
Measurement Input, Probability Rate [Member] \| Senhance Surgical Robotic System Acquisition[Member] \| Fair Value, Inputs, Level 3 [Member]
Measurement Input	0.50

Note 5 - Investments, Available-for-sale (Details Textual) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Debt Securities, Available-for-Sale, Realized Gain (Loss)	$ 0	$ 0
Proceeds from Sale of Debt Securities, Available-for-Sale	$ 0	$ 0

Note 5 - Investments, Available-for-sale - Summary of Investment Securities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Amortized Cost	$ 995	$ 3,981
Unrealized Gain	0	0
Unrealized Loss	(1)	(10)
Fair Value	994	3,971
Short-term investments	994	3,971
Corporate Debt Securities [Member]
Amortized Cost	995	3,981
Unrealized Gain	0	0
Unrealized Loss	(1)	(10)
Fair Value	994	3,971
Short-term investments	$ 994	$ 3,971

Note 6 - Inventories - Components of Inventories (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Finished goods, gross	$ 7,422	$ 9,200
Raw materials, gross	2,490	2,015
Total inventories, gross	9,912	11,215
Current Portion, gross	5,958	7,172
Long-term portion, gross	$ 3,954	$ 4,043

Note 7 - Intellectual Property - Intellectual Property (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets, Gross	$ 69,238	$ 69,238
Finite-Lived Intangible Assets, Accumulated Amortization	(67,277)	(67,181)
Finite-Lived Intangible Assets, Foreign Currency Translation Impact	(847)	(820)
Intellectual property, net	1,114	1,237
Developed Technology Rights [Member]
Finite-Lived Intangible Assets, Gross	68,838	68,838
Finite-Lived Intangible Assets, Accumulated Amortization	(66,988)	(66,902)
Finite-Lived Intangible Assets, Foreign Currency Translation Impact	(861)	(837)
Intellectual property, net	989	1,099
Technology-Based Intangible Assets [Member]
Finite-Lived Intangible Assets, Gross	400	400
Finite-Lived Intangible Assets, Accumulated Amortization	(289)	(279)
Finite-Lived Intangible Assets, Foreign Currency Translation Impact	14	17
Intellectual property, net	$ 125	$ 138

Note 8 - Leases - Components of Operating Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
General and Administrative Expense [Member]
Long-term Operating	$ 453	$ 451

Note 8 - Leases -Supplemental Balance Sheet Information (Details)	Mar. 31, 2024	Dec. 31, 2023
Weighted-average remaining lease term (in years) (Year)	5 years 6 months	5 years 8 months 12 days
Weighted-average discount rate	9.10%	9.20%
Minimum [Member]
Incremental borrowing rate	7.10%	7.10%
Maximum [Member]
Incremental borrowing rate	23.00%	23.00%