8-K
RxSight, Inc. (RXST)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): September 09, 2021 |
|---|
RxSight, Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-40690 | 94-3268801 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 100 Columbia | ||
| Aliso Viejo, California | 92656 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code: 949 521-7830 | ||
| --- |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.001 per share | RXST | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On September 9, 2021, RxSight, Inc. issued a press release announcing its results of operations and financial condition for the three and six months ended June 30, 2021. A copy of the press release is attached hereto as exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
The following exhibit is furnished as part of this report:
| Exhibit number | Description |
|---|---|
| 99.1 | Press Release dated September 9, 2021. |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document). |
The information in this current report and the exhibit attached hereto is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The Information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended. The furnishing of the Information in this Current Report is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the Information this Current Report contains is material investor information that is not otherwise publicly available.
SIGNATURES
Pursuant to the requirements 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.
| RxSight, Inc. | |||
|---|---|---|---|
| Date: | September 9, 2021 | By: | /s/ Shelley Thunen |
| Chief Financial Officer |
EX-99.1
Exhibit 99.1
RxSight Reports Second Quarter 2021 Financial Results
Aliso Viejo, Calif. (NASDAQ: RXST) – September 9, 2021 – RxSight, Inc., an ophthalmic medical device company dedicated to improving the vision of patients following cataract surgery, today reported financial results for the three months ended June 30, 2021.
Recent Highlights
Achieved second quarter 2021 revenue of $4.9 million, representing growth of 81% compared to the prior year period, driven by:
Sale of 25 Light Delivery Devices (LDD™s), expanding the installed base to 130 LDDs as of June 30, 2021; and
Sale of 1,825 Light Adjustable Lenses (LAL®s)
Received U.S. Food & Drug Administration (FDA) approval and launched the updated LAL with ActivShield™ technology in the third quarter of 2021, providing redundant ultraviolet light (UV) protection to simplify patient compliance and scheduling;
Expanded commercial leadership with the addition of Steve Everly as Vice President of U.S. Sales and appointed three new Directors to its Board including Robert (Bob) Palmisano, Robert Warner and Julie Andrews; and
Completed an initial public offering (IPO) in July raising approximately $120 million of net proceeds.
“Our second quarter performance was driven by further adoption of our Light Adjustable Lens system, which provides doctors with a premium intraocular lens (IOL) that can be customized after surgery to achieve optimal outcomes for patients.” said Ron Kurtz, Chief Executive Officer of RxSight®. Dr. Kurtz continued, “As a result of the post-operative adjustability provided by the RxSight system doctors can be confident they will deliver the visual acuity and quality all patients expect, overcoming one of the major factors that has limited growth of the premium IOL market. We are excited that following the completion of our IPO, we have the resources to grow our business, including advancing our technology with features like ActivShield.”
Financial Results
Total revenue for the second quarter of 2021 was $4.9 million, an increase of 81% compared to $2.7 million for the second quarter of 2020. The growth was primarily driven by increased LDD and LAL unit sales and a more favorable market environment because of the reduced impact from the COVID-19 pandemic.
Gross (loss) for the second quarter of 2021 was $(0.8) million compared to $(0.5) million for the second quarter of 2020. The decline in gross profit was due to a $1.7 million inventory reserve for excess LAL inventory resulting from the recent introduction of an updated LAL with ActivShield technology.
Total operating expenses for the second quarter of 2021 were $13.1 million, a 57% increase from $8.3 million in the second quarter of 2020. The increase was primarily driven by higher headcount in sales and marketing to support the growth of the business and continued investments in research and development.
Net (loss) was $(13.5) million, or $(3.28) and $(3.53) per share on a basic and diluted basis, respectively, in the second quarter of 2021, compared to a net (loss) attributable to common shareholders of $(17.0) million, or $(4.66) per share in the second quarter of 2020.
Adjusted net (loss) was $(13.3) million, or $(3.24) per share on a basic and diluted basis, in the second quarter of 2021, compared to $(11.7) million, or $(3.21) per share on both a basic and diluted basis, in the second quarter of 2020.
Cash, cash equivalents and short-term investments as of June 30, 2021 were $61.7 million and long-term debt was $40.0 million. On July 29, 2021 $120 million in net proceeds were raised through the completion of an initial public offering.
Conference Call
On Thursday, September 9, 2021, at 1:30 p.m. Pacific Time, the company will host a conference call to discuss its second quarter 2021 financial results. The call may be accessed through a live and archived webcast of the event available for one year at https://investors.rxsight.com/.
About RxSight, Inc.
RxSight, Inc. is a commercial-stage medical technology company dedicated to improving the vision of patients following cataract surgery. The RxSight Light Adjustable Lens system, comprised of the RxSight Light Adjustable Lens (LAL), RxSight Light Delivery Device (LDD) and accessories, is the first and only commercially available intraocular lens (IOL) technology that enables doctors to customize and optimize visual acuity for patients after cataract surgery. The LAL now features ActivShield technology, a revolutionary UV protection layer built into the lens. Additional information about RxSight can be found at www.rxsight.com.
Forward-Looking Statements This press release contains forward-looking statements, including those related physician adoption of the RxSight Light Adjustable Lens system, optimal outcomes for patients, the ability to deliver the visual acuity and quality patients expect and the ability to overcome one of the major factors that has limited growth of the premium market with the RxSight Adjustable Lens system, the ability to continue advancement of the RxSight technology and the ability of the IPO proceeds to fill the resource needs for growth in the Company’s business. Such statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, implied or inferred
by these forward-looking statements, and among other things, our ability to maintain cash balances and successfully commercialize or partner our product candidates currently under development. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "could," "would," "expects," "plans," "intends," "anticipates," "believes," "estimates," "predicts," "projects," "potential," or "continue" or the negative of such terms and other same terminology. These statements are only predictions based on our current expectations and projections about future events. You should not place undue reliance on these statements. Actual events or results may differ materially. In evaluating these statements, you should specifically consider various factors. These and other factors may cause our actual results to differ materially from any forward-looking statement. We undertake no obligation to update any of the forward-looking statements after the date of this press release to conform those statements to reflect the occurrence of unanticipated events, except as required by applicable law.
Investor Relations Contact:
Philip Taylor
Gilmartin Group
415.937.5406
IR@rxsight.com
Company contact:
Roy Freeman
Sr. Director, Marketing
rfreeman@rxsight.com
RXSIGHT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE LOSS (UNAUDITED)
(in thousands, except share and per share amounts)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Sales | $ | 4,897 | $ | 2,706 | $ | 8,381 | $ | 5,594 | ||||
| Cost of sales | 5,709 | 3,180 | 8,074 | 5,989 | ||||||||
| Gross profit (loss) | (812 | ) | (474 | ) | 307 | (395 | ) | |||||
| Operating expenses: | ||||||||||||
| Selling, general and administrative | 6,502 | 3,249 | 12,113 | 6,948 | ||||||||
| Research and development | 6,563 | 5,084 | 13,206 | 10,861 | ||||||||
| Total operating expenses | 13,065 | 8,333 | 25,319 | 17,809 | ||||||||
| Loss from operations | (13,877 | ) | (8,807 | ) | (25,012 | ) | (18,204 | ) | ||||
| Other income (expense), net: | ||||||||||||
| Change in fair value of warrants | 1,214 | (4,178 | ) | 1,214 | (11,585 | ) | ||||||
| Expiration of warrant | — | — | 5,018 | — | ||||||||
| Interest expense | (826 | ) | (4 | ) | (1,524 | ) | (9 | ) | ||||
| Interest and other income | 15 | 147 | 32 | 459 | ||||||||
| Loss before income taxes | (13,474 | ) | (12,842 | ) | (20,272 | ) | (29,339 | ) | ||||
| Income tax expense | 3 | 40 | 10 | 45 | ||||||||
| Net loss | (13,477 | ) | (12,882 | ) | (20,282 | ) | (29,384 | ) | ||||
| Accretion to redemption value of redeemable<br> preferred stock and redeemable stock options | — | (4,097 | ) | — | (8,343 | ) | ||||||
| Net loss attributable to common stockholders | (13,477 | ) | (16,979 | ) | (20,282 | ) | (37,727 | ) | ||||
| Other comprehensive loss | ||||||||||||
| Unrealized gain (loss) on short-term investments | (4 | ) | (112 | ) | 3 | (35 | ) | |||||
| Foreign currency translation gain (loss) | 1 | 3 | (3 | ) | 2 | |||||||
| Total other comprehensive loss | (3 | ) | (109 | ) | — | (33 | ) | |||||
| Comprehensive loss | $ | (13,480 | ) | $ | (12,991 | ) | $ | (20,282 | ) | $ | (29,417 | ) |
| Net loss per share: | ||||||||||||
| Attributable to redeemable common stock, basic<br> and diluted | $ | — | $ | (4.66 | ) | $ | — | $ | (10.46 | ) | ||
| Attributable to Series G common stock, basic<br> and diluted | $ | (0.32 | ) | $ | (0.58 | ) | $ | (0.48 | ) | $ | (1.24 | ) |
| Attributable to common stock, basic | $ | (3.28 | ) | $ | — | $ | (5.00 | ) | $ | — | ||
| Attributable to common stock, diluted | $ | (3.53 | ) | $ | — | $ | (5.23 | ) | $ | — | ||
| Weighted-average shares used in computing net loss<br> per share: | ||||||||||||
| Attributable to redeemable common stock, basic<br> and diluted | — | 3,645,699 | — | 3,608,190 | ||||||||
| Attributable to Series G common stock, basic<br> and diluted | 1 | 1 | 1 | 1 | ||||||||
| Attributable to common stock, basic | 4,106,403 | — | 4,052,920 | — | ||||||||
| Attributable to common stock, diluted | 4,166,439 | — | 4,113,249 | — |
RXSIGHT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
| December 31, | |||||
|---|---|---|---|---|---|
| 2020 (1) | |||||
| Assets | |||||
| Current assets: | |||||
| Cash and cash equivalents | 41,731 | $ | 13,994 | ||
| Short-term investments | 19,998 | 54,981 | |||
| Accounts receivable | 3,936 | 2,865 | |||
| Inventories | 8,543 | 8,288 | |||
| Prepaid and other current assets | 1,338 | 1,372 | |||
| Total current assets | 75,546 | 81,500 | |||
| Property and equipment, net | 12,686 | 13,287 | |||
| Operating leases right-of-use assets | 4,749 | 5,319 | |||
| Restricted cash | 561 | 461 | |||
| Other assets | 1,344 | 110 | |||
| Total assets | 94,886 | $ | 100,677 | ||
| Liabilities, redeemable common stock, stock options, convertible preferred stock and stockholders' deficit | |||||
| Current liabilities: | |||||
| Accounts payable | 2,342 | $ | 1,134 | ||
| Accrued expenses and other current liabilities | 4,781 | 4,174 | |||
| Warrant liability | 2,614 | 5,018 | |||
| Lease liabilities | 1,365 | 1,274 | |||
| Total current liabilities | 11,102 | 11,600 | |||
| Long-term warrant liability | — | 3,828 | |||
| Long-term lease liabilities | 4,374 | 5,079 | |||
| Term loan, net | 39,506 | 24,399 | |||
| Total liabilities | 54,982 | 44,906 | |||
| Commitments and contingencies | |||||
| Redeemable common stock: | |||||
| Common stock, 0.001 par value, 24,545,966 shares authorized, 3,813,450 shares issued and outstanding as of December 31, 2020 | — | 80,780 | |||
| Notes receivable for common stock issued | — | (803 | ) | ||
| Redeemable stock options | — | 53,085 | |||
| Convertible preferred stock: | |||||
| Preferred stock, 0.001 par value, 16,572,792 shares authorized, 14,376,272 shares issued and outstanding as of June 30, 2021 and December 31, 2020 (redeemable), respectively | 353,300 | 353,300 | |||
| Stockholders' deficit: | |||||
| Common stock, 0.001 par value, 24,545,966 shares authorized, 4,124,211 shares issued and outstanding as of June 30, 2021 | 4 | — | |||
| Additional paid-in capital | 137,838 | — | |||
| Notes receivable for common stock issued | (365 | ) | — | ||
| Series G common stock, 0.001 par value, 1 share authorized and outstanding as of June 30, 2021 and December 31, 2020 | — | — | |||
| Series W common stock, 0.001 par value, 1 share authorized and no shares outstanding as of June 30, 2021 and December 31, 2020 | — | — | |||
| Accumulated other comprehensive loss | (3 | ) | (3 | ) | |
| Accumulated deficit | (450,870 | ) | (430,588 | ) | |
| Total stockholders' deficit | (313,396 | ) | (430,591 | ) | |
| Total liabilities, redeemable common stock, stock options, convertible preferred stock and stockholders' deficit | 94,886 | $ | 100,677 | ||
| (1) The balance sheet at December 31,2020 has been derived from the audited consolidated financial statements included in RxSight, Inc.'s final prospectus for its public offering filed on July 29, 2021. |
All values are in US Dollars.
Non-GAAP Financial Measures
To supplement our unaudited condensed consolidated financial statements presented under generally accepted accounting principles in the United States (“GAAP”), we believe certain non-GAAP measures, including Adjusted net (loss), and Adjusted net (loss) per share, basic and diluted, provide useful information to investors and are useful in evaluating our operating performance. For example, we exclude stock-based compensation expense and the change in fair value of warrants because these are non-cash in nature and excluding these items provides meaningful supplemental information regarding our operational performance and allows investors the ability to make more meaningful comparisons between our operating results and those of other companies.
We believe that non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate similarly titled non-GAAP measures differently or may use other measures to evaluate their performance. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business.
Adjusted Net (Loss) and Adjusted Net (Loss) Per Share
Adjusted net (loss) is a non-GAAP financial measure that we define as net (loss) adjusted for (i) stock-based compensation and (ii) change in fair value of warrants. We believe Adjusted net (loss) provides investors with useful information on period-to-period performance as evaluated by management and comparison with our past financial performance and is useful in evaluating our operating performance compared to that of other companies in our industry, as this metric generally eliminates the effects of certain items that may vary from company to company for reasons unrelated to overall operating performance. Adjusted net (loss) for Series G Common Stock is not impacted by the adjustments.
Reconciliations of net (loss) to Adjusted net (loss) and the presentation of Adjusted net (loss) per share, basic and diluted, are as follows:
| Reconciliation of U.S. GAAP to Other Non-GAAP Financial Measures |
|---|
| (unaudited) |
| (in thousands, except share and per share amounts) |
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-GAAP Adjusted Net (Loss) and Adjusted Net (Loss) per Share | 2021 | 2020 | 2021 | 2020 | ||||||||
| Common Stock | ||||||||||||
| Numerator: | ||||||||||||
| Net (loss) available to stockholders,<br> basic | $ | (13,477 | ) | $ | (16,979 | ) | $ | (20,282 | ) | $ | (37,727 | ) |
| Net (loss) available to stockholders,<br> diluted | (14,691 | ) | (16,979 | ) | (21,496 | ) | (37,727 | ) | ||||
| Add: | ||||||||||||
| Stock-based compensation | 1,406 | 1,083 | 2,645 | 1,706 | ||||||||
| Change in fair value of warrants | (1,214 | ) | 4,178 | (1,214 | ) | 11,585 | ||||||
| Adjusted net (loss) available to common stockholders, basic: | $ | (13,285 | ) | $ | (11,717 | ) | $ | (18,851 | ) | $ | (24,436 | ) |
| Adjusted net (loss) available to common stockholders, diluted: | $ | (13,285 | ) | $ | (11,717 | ) | $ | (18,851 | ) | $ | (24,436 | ) |
| Denominator: | ||||||||||||
| Weighted-average shares outstanding,<br> basic | 4,106,403 | 3,645,699 | 4,052,920 | 3,608,190 | ||||||||
| Weighted-average shares outstanding,<br> diluted | 4,166,439 | 3,645,699 | 4,113,249 | 3,608,190 | ||||||||
| Adjusted net (loss) per share, basic | $ | (3.24 | ) | $ | (3.21 | ) | $ | (4.65 | ) | $ | (6.77 | ) |
| Adjusted net (loss) per share, diluted | $ | (3.24 | ) | $ | (3.21 | ) | $ | (4.65 | ) | $ | (6.77 | ) |