Equity

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Equity

9. Equity

Common Stock

There were 200,000,000 shares of common stock authorized at December 31, 2022 and 2021. On March 1, 2021 the Company completed the sale of 12,421,242 shares of common stock for gross proceeds of $138.0 million, and net proceeds of approximately $131.8 million, net of $6.2 million in fees. On October 16, 2020 the Company completed the sale of 13,142,855 shares of common stock for gross proceeds of $115.0 million, resulting in net proceeds of approximately $107.7 million, net of $7.3 million in fees.

On August 3, 2021, the Company’s Board of Directors authorized the Company to repurchase an aggregate of up to $25.0 million of shares of the Company’s common stock. On August 10, 2021, The Company repurchased 1,806,358 shares of its common stock for approximately $25.0 million in privately negotiated transactions. There were no repurchases of common stock during the years ended December 31, 2022 or 2020.

Redeemable Preferred Stock

The Company issued shares of redeemable preferred stock in connection with its initial public offering in June 2006. As of December 31, 2022, and 2021, the redeemable preferred stock carrying value was $23.6 million and there were 20 million shares of redeemable preferred stock authorized. The redeemable preferred stock is not convertible into common stock but is redeemable at $9.00 per share, (i) upon the Company’s liquidation, dissolution or winding up, or the occurrence of certain mergers, consolidations or sales of all or substantially all of the Company’s assets, before any payment to the holders of the Company’s common stock, or (ii) at the Company’s option at any time. Holders of redeemable preferred stock are generally not entitled to vote on matters submitted to the stockholders, except with respect to certain matters that will affect them adversely as a class and are not entitled to receive dividends. The carrying value of the redeemable preferred stock was $7.11 per share at December 31, 2022 and 2021. The redeemable preferred stock is presented separately from stockholders’ equity in the consolidated balance sheets and any adjustments to its carrying value up to its redemption value of $9.00 per share are reported as a dividend.

2017 PIPE Warrants

The 2017 common stock warrants (the “2017 PIPE Warrants”) had a five-year life and were exercisable by cash exercise only. During the year ended December 31, 2022, there were approximately 2,312,000 2017 PIPE Warrant exercises for total cash proceeds of $3.5 million. During the year ended December 31, 2021, there were approximately 795,000 2017 PIPE Warrant exercises, for total cash proceeds of $1.6 million. As of December 31, 2022, the 2017 PIPE Warrants were expired, and no 2017 PIPE Warrants remained outstanding.

2018 PIPE Warrants

The 2018 common stock warrants (the “2018 PIPE Warrants”) have a five-year life and are exercisable by cash or cashless exercise. During the year ended December 31, 2022, there were approximately 2,168,000 2018 PIPE Warrant exercises for total cash proceeds of $0.4 million. During the year ended December 31, 2021, there were approximately 2,901,000 2018 PIPE Warrant exercises for total cash proceeds of $1.5 million. A total of approximately 6,311,000 2018 PIPE Warrants remained outstanding as of December 31, 2022.

SafeOp Surgical Merger Warrants

The SafeOp common stock warrants (the “SafeOp Warrants”), have a five-year life and are exercisable by cash or cashless exercise. During the year ended December 31, 2022, there were approximately 257,000 SafeOp Warrant cashless exercises. During the year ended December 31, 2021, there were approximately 970,000 SafeOp Surgical Merger Warrant exercises for total cash proceeds of $0.1 million. A total of approximately 938,000 SafeOp Warrants remained outstanding as of December 31, 2022.

Squadron Medical Warrants

In connection with debt financing entered into with Squadron Medical in 2018, and amended in 2019 and 2020, the Company issued common stock warrants to Squadron Medical and a participant lender (the “Squadron Medical Warrants”). The Squadron Medical Warrants expire in May 2027 and are exercisable by cash exercise. No Squadron Medical Warrants have been exercised as of December 31, 2022.

Executive Warrants

The Company issued warrants to Mr. Patrick S. Miles, the Company’s Chairman and Chief Executive Officer (the “Executive Warrants”). The Executive Warrants had a five-year term and are exercisable by cash or cashless exercise. In October 2022, the term was extended to seven years. No Executive Warrants have been exercised as of December 31, 2022.

A summary of all outstanding warrants as of December 31, 2022 is as follows (in thousands):

	Number of Warrants		Strike Price		Expiration
2018 PIPE Warrants		6,311	$	3.50	May 2023
SafeOp Surgical Merger Warrants		938	$	3.50	May 2023
2018 Squadron Medical Warrants		845	$	3.15	May 2027
2019 Squadron Medical Warrants		4,839	$	2.17	May 2027
2020 Squadron Medical Warrants		1,076	$	4.88	May 2027
Executive Warrants		1,327	$	5.00	December 2024
Other*		155	$	6.97	Various through February 2026
Total		15,491
*Represents weighted average strike price