Vyome Holdings, Inc 10-K for FY2021

Vyome Holdings, Inc (HIND)

10-K 2022-04-08 For: 2021-12-31

Added on April 07, 2026

About this 10-K

Vyome Holdings, Inc filed this 10-K on April 8, 2022, covering the fiscal year ended December 31, 2021 (FY2021).

Headline figures

Fiscal year ended December 31, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $13.6M; up 20.4% from $11.3M a year earlier
Net loss: $61.93M; compared with a net loss of $21.63M a year earlier
Diluted EPS: -$5.00; compared with -$5.54 a year earlier


Title of Each Class	Trading Symbol	Name of Each Exchange on which Registered
Common stock, $0.001 par value per share	RSLS	The Nasdaq Capital Market

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Delaware	26-1828101
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)


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


PART I

Item 1.	Business	1
Item 1A.	Risk Factors	25
Item 1B.	Unresolved Staff Comments	39
Item 2.	Properties	39
Item 3.	Legal Proceedings	40
Item 4.	Mine Safety Disclosures	40

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	40
Item 6.	[RESERVED]	40
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	41
Item 8.	Financial Statements and Supplementary Data	50
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	83
Item 9A.	Controls and Procedures	83
Item 9B.	Other Information	83
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	83

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	84
Item 11.	Executive Compensation	84
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	84
Item 13.	Certain Relationships and Related Transactions, and Director Independence	84
Item 14.	Principal Accounting Fees and Services	84

PART IV

Item 15.	Exhibit and Financial Statement Schedules	85
Item 16.	Form 10-K Summary	85

EXHIBITS		86

SIGNATURES		89

Name	Age	Position
Barton P. Bandy	61	President and Chief Executive Officer
Thomas Stankovich	61	Senior Vice President and Chief Financial Officer


	Year Ended December 31,
	2021				2020
Revenue	$	13,600	100.0	%	$	11,299	100.0	%
Cost of goods sold		5,252	38.6	%		5,037	44.6	%
Gross profit		8,348	61.4	%		6,262	55.4	%
Operating expenses:
Sales and marketing		9,165	67.4	%		4,694	41.5	%
General and administrative		24,410	179.5	%		10,527	93.2	%
Research and development		2,522	18.5	%		3,498	31.0	%
Loss on impairment of intangible assets and goodwill		28,752	211.4	%		—	—	%
Total operating expenses		64,849	476.8	%		18,719	165.7	%
Operating loss		(56,501)	(415.4)	%		(12,457)	(110.2)	%
Other expense (income), net:
Interest expense, net		832	6.1	%		2,049	18.1	%
Warrant expense		2,813	20.7	%		—	—	%
Loss on extinguishment of debt, net		2,061	15.2	%		7,715	68	%
Gain on foreign currency		(168)	(1.2)	%		(410)	(4)	%
Loss before income tax provision		(62,039)	(456.2)	%		(21,811)	(193.0)	%
Income tax benefit		(106)	(0.8)	%		(181)	(1.6)	%
Net loss	$	(61,933)	(455.4)	%	$	(21,630)	(191.4)	%


	Years Ended December 31,
	2021		2020
GAAP net loss	$	(61,933)	$	(21,630)
Adjustments:
Interest expense, net:		832		2,049
Income tax benefit		(106)		(181)
Depreciation and amortization		1,971		1,667
Stock-based compensation expense		12,752		1,323
Loss on impairment of intangible assets and goodwill		28,752		—
Loss on extinguishment of debt, net		2,061		7,715
Warrant expense		2,813		—
Professional fees incurred in connection with the Obalon merger		2,277		—
Non-GAAP loss	$	(10,581)	$	(9,057)


	Year Ended December 31,								Amount		Percentage
	2021				2020				Change		Change
United States	$	10,297	75.7	%	$	8,275	73.2	%	$	2,022	24.4	%
Australia		1,039	7.6	%		1,086	9.6	%		(47)	(4.3)	%
Europe		2,127	15.7	%		1,824	16.2	%		303	16.6	%
Rest of world		137	1.0	%		114	1.0	%		23	20.2	%
Total revenue	$	13,600	100.0	%	$	11,299	100.0	%	$	2,301	20.4	%


	Year Ended
	December 31,
	2021		2020
Net cash used in operating activities	$	(15,375)	$	(8,550)
Net cash received (used) in investing activates		1,855		(2,390)
Net cash provided in financing activities		33,299		11,075
Effect of exchange rate changes		29		(113)
Net change in cash and cash equivalents	$	19,808	$	22


	Page
Report of Independent Registered Public Accounting Firms (PCAOB ID 243)	51
Financial Statements
Consolidated Balance Sheets	53
Consolidated Statements of Operations	54
Consolidated Statements of Comprehensive Loss	55
Consolidated Statements of Stockholders’ Equity	56
Consolidated Statements of Cash Flows	57
Notes to Consolidated Financial Statements	58


	Series B Convertible			Series C Convertible						Additional				Accumulated Other		Total
	Preferred Stock			Preferred Stock			Common Stock			Paid-in		Accumulated		Comprehensive		Stockholders’
	Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		Income (Loss)		Equity
Balance December 31, 2019	3	$	—	95,388	$	1	230,989	$	—	$	517,311	$	(493,197)	$	(8)	$	24,107
Net loss	—		—	—		—	—		—		—		(21,630)		—		(21,630)
Other comprehensive income (loss), net of tax	—		—	—		—	—		—		—		—		(113)		(113)
Stock-based compensation expense, net	—		—	—		—	—		—		1,323		—		—		1,323
Issuance of warrants	—		—	—		—	—		—		9,917		—		—		9,917
Institutional exercise of warrants	—		—	—		—	3,193,831		4		675		—		—		679
Cashless exercise of warrants	—		—	—		—	33,248		—		—		—		—		—
Common stock issued for professional services	—		—	—		—	28,185		—		205		—		—		205
Balance December 31, 2020	3	$	—	95,388	$	1	3,486,253	$	4	$	529,431	$	(514,827)	$	(121)	$	14,488
Net loss	—		—	—		—	—		—		—		(61,933)		—		(61,933)
Other comprehensive income (loss), net of tax	—		—	—		—	—		—		—		—		29		29
Issuance of common stock pursuant to reverse acquisition	(3)		—	—		(1)	3,340,035		3		30,559		—		—		30,561
Stock-based compensation expense, net	—		—	—		—	—		—		12,752		—		—		12,752
Stock options exercised	—		—	—		—	182,696		—		416		—		—		416
Issuance of stock from RSUs	—		—	—		—	1,899,254		2		(2)		—		—		—
Issuance of warrants	—		—	—		—	—		—		4,508		—		—		4,508
Institutional exercise of warrants	—		—	—		—	8,886,137		9		44,636		—		—		44,645
Warrant liability reclassified to equity	—		—	—		—	—		—		476		—		—		476
Restricted shares issued for consulting services	—		—	—		—	37,500		—		130		—		—		130
Balance December 31, 2021	—	$	—	95,388	$	—	17,831,875	$	18	$	622,906	$	(576,760)	$	(92)	$	46,072


	December 31, 2021
	Weighted Average Useful Life (years)	Gross Carrying Amount		Accumulated Amortization		Net Book Value
Finite-lived intangible assets:
Developed technology	10.8	$	17,092	$	(4,467)	$	12,625
Trademarks/Tradenames	10.0		2,045		(790)		1,255
Covenant not to compete	3.0		76		(76)		0
			19,213		(5,333)		13,880
Indefinite-lived intangible assets:
In-process research and development	indefinite		6,947		—		6,947
Total		$	26,160	$	(5,333)	$	20,827


	December 31, 2020
	Weighted Average Useful Life (years)	Gross Carrying Amount		Accumulated Amortization		Net Book Value
Finite-lived intangible assets:
Developed technology	10.0	$	14,362	$	(2,933)	$	11,429
Trademarks/Tradenames	10.0		2,045		(585)		1,460
Covenant not to compete	3.0		76		(76)		0
			16,483		(3,594)		12,889
Indefinite-lived intangible assets:
In-process research and development	indefinite		14,133		—		14,133
Total		$	30,616	$	(3,594)	$	27,022


Year ending December 31,
2022	$	1,823
2023		1,823
2024		1,823
2025		1,823
2026		1,823
Thereafter		4,765
	$	13,880


Goodwill at December 31, 2020	$	—
Goodwill acquired during the year		21,623
Adjustments to purchase price allocation		(57)
Impairment of goodwill		(21,566)
Goodwill at December 31, 2021	$	—


Balance sheet information at December 31, 2021
Operating lease ROU assets	$	266

Operating lease liabilities, current portion	$	279
Operating lease liabilities, long-term portion		-
Total operating lease liabilities	$	279

Cash flow information for the nine months ended September 30, 2021
Cash paid for amounts included in the measurement of operating leases liabilities	$	565


Twelve months ending December 31, 2021
2022	$	283
Total lease payments		283
Less: imputed interest		4
Total lease liabilities	$	279

Weighted-average remaining lease term at end of period (in years)		0.4
Weighted-average discount rate at end of period		5.1


Current assets	$	5,887
Property and equipment, net		796
Right-of-use assets		335
Other assets		1,898
Goodwill		21,566
Developed technology		2,730
Liabilities assumed		(2,650)
Total purchase price		30,562
Less: cash acquired		(5,207)
Total purchase price, net of cash acquired	$	25,355


	Revenue		Net Loss
	(Unaudited)		(Unaudited)
Combined entity: Supplemental pro forma from January 1, 2021 to December 31, 2021	$	13,432	$	(69,452)
Combined entity: Supplemental pro forma from January 1, 2020 to December 31, 2020		12,887		(33,965)





	Shares
Balance December 31, 2019	7,671,934
Issued	3,607,680	⁽¹⁾
Exercised	(3,227,079)	⁽²⁾
Cancelled	(1)
Balance December 31, 2020	8,052,534
Obtained due to merger	875,249	⁽³⁾
Issued	6,910,739	⁽⁴⁾
Exercised	(8,886,137)	⁽⁵⁾
Cancelled	—
Balance December 31, 2021	6,952,385


	Warrants Outstanding		Strike Price	Volatility		Remaining Life	Risk Free Rate
January 19, 2021	563,700	$	6.21	97.1	%	5.0	0.45	%
June 28, 2021	5,947,039	$	6.00	97.6	%	5.0	0.90	%
July 16, 2021	400,000	$	4.04	157.7	%	5.0	0.79	%


				Weighted
		Weighted		Average	Aggregate
		Average		Remaining	Intrinsic
		Exercise Price		Contractual	Value
	Shares	Per Share		Life (years)	(in thousands)
Outstanding at December 31, 2019	39	$	2,130,682.62
Options granted	—		—
Options exercised	—		—
Options cancelled	—		—
Outstanding at December 31, 2020	39		2,130,682.62		$	—
Vested options obtained due to merger	366,410		35.88
Options granted	790,669		3.62
Options exercised	(182,696)		2.28
Options cancelled	(89,383)		1,025.23
Outstanding at December 31, 2021	885,039		8.85	8.9	$	—
Exercisable at December 31, 2021	600,057		7.97	8.6		—
Vested and expected to vest at December 31, 2021	885,039		10.03	8.9		—


Risk-free interest rate		0.01%
Expected term (in years)		10
Expected dividend yield		0.00%
Expected volatility		157.10%


		Weighted
		Average
		Grant Date
	Shares	Fair Value
Unvested RSUs at December 31, 2020	—	$	—
Granted	3,610,572		4.36
Vested ⁽¹⁾	(1,899,254)		4.36
Cancelled/Forfeited	—		—
Non-vested RSUs at December 31, 2021	1,711,318		4.36


Exhibit Number		Description of Document
2.2		Agreement and Plan of Merger, dated as of January 19, 2021, by and among Obalon Therapeutics, Inc. Optimus Merger Sub, Inc., and the Company (incorporated by reference to Exhibit 2.1 to the Company’s Current report on Form 8-K filed with the Securities and Exchange Commission on January 20, 2021).
3.1		Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to Obalon’s Registration Statement on Form S-1, filed with the SEC on September 26, 2016.).
3.2		Certificate of Amendment to the Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Obalon’s Current Report on Form 8-K, filed with the SEC on June 14, 2018).
3.3		Certificate of Second Amendment to the Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Obalon’s Current Report on Form 8-K, filed with the SEC on July 24, 2019).
3.4		Third Amendment to the Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Company on June 15, 2021).
3.5		Fourth Amendment to the Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by the Company on June 15, 2021).
3.6		Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K filed by the Company on June 15, 2021).
3.7		Restated Bylaws (incorporated by reference to Exhibit 3.4 to Obalon’s Registration Statement on Form S-1, filed with the SEC on September 26, 2016).
4.1*		Description of Registrant’s Securities
4.2		Form of Series A Common Stock Purchase Warrant issued November 28, 2018 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 28, 2018).
4.3		Form of Pre-Funded Common Stock Purchase Warrant issued November 28, 2018 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 28, 2018).
4.4		Form of Placement Agent’s Common Stock Purchase Warrant issued November 28, 2018 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 28, 2018).
4.5		Form of Common Stock Purchase Warrant issued September 20, 2018 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 20, 2018).
4.6		Form of Placement Agent’s Common Stock Purchase Warrant issued September 20, 2018 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 20, 2018).
4.7		Form of Common Stock Purchase Warrant issued August 3, 2018 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 2, 2018).
4.8		Form of Placement Agent’s Common Stock Purchase Warrant issued August 3, 2018 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 2, 2018).
4.9		Form of Common Stock Purchase Warrant issued July 12, 2018 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 12, 2018).


Exhibit Number		Description of Document
4.10		Form of Placement Agent’s Common Stock Purchase Warrant issued July 12, 2018 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 12, 2018).
4.11		Form of Common Stock Purchase Warrant issued June 21, 2018 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 21, 2018).
4.12		Form of Placement Agent’s Common Stock Purchase Warrant issued June 21, 2018 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 21, 2018).
4.13		Form of Common Stock Purchase Warrant issued June 8, 2018 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 8, 2018).
4.14		Form of Placement Agent’s Common Stock Purchase Warrant issued June 8, 2018 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 8, 2018).
4.15		Form of Common Stock Purchase Warrant issued April 3, 2018 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 3, 2018).
4.16		Form of Warrant, dated August 16, 2017 (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 August 16, 2017).
4.17		Form of Series C Warrant, dated as of July 8, 2015, by and between the Company and several accredited investors. (Incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on July 7, 2015 (File No. 1-33818)).
4.18		Form of Warrant. (Incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on November 5, 2015 (File No. 1-33818)).
4.19		Form of Warrant to purchase shares of Common Stock. (Incorporated herein by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 filed on January 11, 2017 (File No. 333-213704)).
10.1†		Second Amended and Restated 2003 Stock Incentive Plan, as amended on May 23, 2018 (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 May 25, 2018).
10.2†		Form of Stock Option Grant Notice and Stock Option Agreement under Second Amended and Restated 2003 Stock Incentive Plan (Incorporated herein by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2017).
10.3		Form of Indemnification Agreement entered into by and between the Company and each of its executive officers and directors. (Incorporated herein by reference to Exhibit 10.17 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed on July 6, 2007 (File No. 333-143265)).
10.4†*		Executive Employment Agreement, dated August 26, 2019, by and between the Company and Barton P. Bandy.
10.5†*		Executive Employment Agreement, dated October 29, 2019, by and between the Company and Thomas Stankovich.
10.6†		Executive Employment Agreement, dated as of May 22, 2017, by and between the Company and Dr. Raj Nihalani (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 May 23, 2017).
10.7		Non-Competition and Non-Solicitation Agreement, dated as of May 22, 2017, by and between the Company and Dr. Raj Nihalani (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2017).


		RESHAPE LIFESCIENCES INC.

	By:	/S/ BARTON P. BANDY
		Barton P. Bandy
		President and Chief Executive Officer

Signature	Title	Date

/S/ BARTON P. BANDY	President, and Chief Executive Officer (principal executive officer)	April 8, 2022
Barton P. Bandy		April 8, 2022

/S/ Thomas Stankovich	Senior Vice President and Chief Financial Officer (principal financial and accounting officer)	April 8, 2022
Thomas Stankovich		April 8, 2022

/S/ DAN W. GLADNEY	Chairman of the Board	April 8, 2022
Dan W. Gladney	Chairman of the Board

/S/ GARY D. BLACKFORD	Director	April 8, 2022
Gary D. Blackford	Director	April 8, 2022

/S/ LORI C. MCDOUGAL	Director	April 8, 2022
Lori McDougal	Director	April 8, 2022

/S/ ARDA MINOCHERHOMJEE	Director	April 8, 2022
Arda Minocherhomjee	Director	April 8, 2022