0001437749-24-010159 | 10-K | XBRL Viewer

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Note 16 - Segment and Geographic Information - Schedule of Revenue by Geographic Area (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Total revenue	$ 76,354	$ 99,497
UNITED STATES
Total revenue	43,454	52,101
Non-US [Member]
Total revenue	$ 32,900	$ 47,396

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

+ Details

Note 10 - Main Street Term Loan

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Debt Disclosure [Text Block]

10. MAIN STREET TERM LOAN

On December 8, 2020, the Company executed a loan and security agreement (the "MSLP Loan Agreement"), a promissory note (the "MSLP Note"), and related documents for a loan in the aggregate amount of $50,000 for which CNB will serve as a lender pursuant to the Main Street Priority Loan Facility as established by the Board of Governors of the Federal Reserve System Section 13(3) of the Federal Reserve Act (the “MSLP Loan”). On December 9, 2020, the MSLP Loan had been funded and the transaction was closed. The MSLP Note has a term of five years and bears interest at a rate per annum equal to 30-day LIBOR plus 3%. On December 8, 2023 and December 8, 2024, the Company must make an annual payment of principal plus accrued but unpaid interest in an amount equal to fifteen percent (15%) of the outstanding principal balance of the MSLP Note (inclusive of accrued but unpaid interest). The entire outstanding principal balance of the MSLP Note together with all accrued and unpaid interest is due and payable in full on December 8, 2025. The Company may prepay the MSLP Loan at any time without incurring any prepayment penalties. The MSLP Note provides for customary events of default, including, among others, those relating to a failure to make payment, bankruptcy, breaches of representations and covenants, and the occurrence of certain events. In addition, the MSLP Loan Agreement and MSLP Note contain various covenants that limit the Company’s ability to engage in specified types of transactions. Subject to limited exceptions, these covenants limit the Company’s ability, without CNB’s consent, to, among other things, sell, lease, transfer, exclusively license or dispose of the Company’s assets, incur, create, or permit to exist additional indebtedness, or liens, to make dividends and other restricted payments, and to make certain changes to its ownership structure.

On October 4, 2023, the Company, Venus USA, Venus Canada and Venus Ltd. entered into the Loan Modification Agreement with CNB, which modified certain terms of the MSLP Loan Agreement. The primary modifications of the MSLP Loan Modification were (i) the principal payment in the amount of 15% of the outstanding principal balance of the loan originally due December 31, 2023 is deferred until maturity, (ii) the principal payment in the amount of 15% of the outstanding principal balance of the loan originally due December 31, 2024 is reduced to 7.5% with the remainder deferred until maturity, (iii) the interest rate of the loan is reset from one-month LIBOR plus three percent (3%) to one-month term Secured Overnight Financing Rate (SOFR) plus three and one-quarter percent (3.25%), and (iv) Venus USA has assigned certain of its subscription sales contracts to CNB.

As of December 31, 2023 and December 31, 2022, the Company was in compliance with all required covenants.

The scheduled payments, inclusive of principal and estimated interest, on the outstanding borrowings as of December 31, 2023 are as follows:

	*As of December 31, 2023*
2024	$	8,438
2025		51,916
Total	$	60,354

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

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+ Details

Note 11 - Madryn Long-term Debt and Convertible Notes - Scheduled Payments (Details) - Secured Subordinated Convertible Notes [Member] $ in Thousands	Dec. 31, 2023 USD ($)
2024	$ 0
2025	30,952
Total	$ 30,952

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Note 6 - Select Balance Sheet and Statement of Operations Information (Tables)

12 Months Ended

Dec. 31, 2023

Notes Tables

Schedule of Inventory, Current [Table Text Block]

	*December 31,*
	*2023*		*2022*
Raw materials	$	1,949	$	2,478
Work-in-progress		2,048		2,112
Finished goods		19,075		19,316
Total inventory	$	23,072	$	23,906

Property, Plant and Equipment [Table Text Block]

		*December 31,*
	*Useful Lives (in years)*	*2023*			*2022*
Lab equipment tooling and molds	4 – 10	$	4,356		$	4,356
Office furniture and equipment	6 – 10		1,223			1,240
Leasehold improvements	up to 10		854			794
Computers and software	3		919			906
Vehicles	5 – 7		37			37
Demo units	5		214			214
Total property and equipment			7,603			7,547
Less: Accumulated depreciation			(6,281	)		(5,690	)
Total property and equipment, net		$	1,322		$	1,857

Schedule of Other Current Assets [Table Text Block]

	*December 31,*
	*2023*		*2022*
Government remittances ⁽¹⁾	$	1,336	$	1,602
Consideration receivable from subsidiaries sale		85		629
Deferred financing costs		1		301
Sundry assets and miscellaneous		503		1,170
Total other current assets	$	1,925	$	3,702

Schedule of Accrued Expenses and Other Current Liabilities [Table Text Block]

	*December 31,*
	*2023*		*2022*
Payroll and related expense	$	2,260	$	2,244
Accrued expenses		3,924		5,045
Commission accrual		2,385		3,761
Sales and consumption taxes		3,868		5,617
Total accrued expenses and other current liabilities	$	12,437	$	16,667

Schedule of Product Warranty Liability [Table Text Block]

	*December 31,*
	*2023*			*2022*
Balance as of the beginning of the year	$	1,482		$	1,753
Warranties issued during the year		933			993
Warranty costs incurred during the year		(1,052	)		(1,264	)
Balance at the end of the year	$	1,363		$	1,482
Current		1,029			1,074
Long-term		334			408
Total	$	1,363		$	1,482

Schedule of Finance Expenses [Table Text Block]

	*Year Ended December 31,*
	*2023*		*2022*
Interest expense	$	6,629	$	4,297
Accretion on long-term debt and amortization of fees		264		264
Total finance expenses	$	6,893	$	4,561

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
CURRENT ASSETS:
Cash and cash equivalents	$ 5,396	$ 11,569
Accounts receivable, net of allowance of $7,415 and $13,619 as of December 31, 2023, and 2022	29,151	37,262
Inventories	23,072	23,906
Prepaid expenses	1,298	1,688
Advances to suppliers	5,604	5,881
Other current assets	1,925	3,702
Total current assets	66,446	84,008
LONG-TERM ASSETS:
Long-term trade receivables	11,318	20,044
Deferred tax assets	1,032	947
Severance pay funds	573	741
Property and equipment, net	1,322	1,857
Operating right-of-use assets, net	4,517	5,862
Intangible assets	8,446	11,919
Total long-term assets	27,208	41,370
TOTAL ASSETS	93,654	125,378
CURRENT LIABILITIES:
Trade payables	9,038	8,033
Accrued expenses and other current liabilities	12,437	16,667
Current portion of long-term debt	4,155	7,735
Income taxes payable	366	117
Unearned interest income	1,468	2,397
Warranty accrual	1,029	1,074
Deferred revenues	1,076	1,765
Operating lease liabilities	1,590	1,807
Total current liabilities	31,159	39,595
LONG-TERM LIABILITIES:
Long-term debt	70,790	70,003
Income tax payable	0	374
Accrued severance pay	634	867
Deferred tax liabilities	15	0
Unearned interest revenue	671	957
Warranty accrual	334	408
Operating lease liabilities	3,162	4,221
Other long-term liabilities	338	215
Total long-term liabilities	75,944	77,045
TOTAL LIABILITIES	107,103	116,640
Commitments and Contingencies (Note 9)
STOCKHOLDERS’ EQUITY (DEFICIT) (Note 14):
Common Stock, $0.0001 par value: 300,000,000 shares authorized as of December 31, 2023 and 2022; 5,529,149 and 5,161,374 issued and outstanding as of December 31, 2023 and 2022, respectively	30	29
Additional paid-in capital	247,854	232,169
Accumulated deficit	(261,903)	(224,105)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)	(14,019)	8,093
Non-controlling interests	570	645
Equity, Including Portion Attributable to Noncontrolling Interest	(13,449)	8,738
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$ 93,654	$ 125,378

Consolidated Statement of Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Private Placement [Member] Preferred Stock [Member] The 2022 Private Placement [Member]	Private Placement [Member] Preferred Stock [Member] Multi-Tranche Private Placement 2023 [Member]	Private Placement [Member] Preferred Stock [Member] The 2023 Series X Private Placement [Member]	Private Placement [Member] Common Stock [Member]	Private Placement [Member] Additional Paid-in Capital [Member]	Private Placement [Member] Retained Earnings [Member]	Private Placement [Member] Noncontrolling Interest [Member]	Private Placement [Member]	The 2023 Series X Private Placement Shares [Member] Preferred Stock [Member] The 2022 Private Placement [Member]	The 2023 Series X Private Placement Shares [Member] Preferred Stock [Member] Multi-Tranche Private Placement 2023 [Member]	The 2023 Series X Private Placement Shares [Member] Preferred Stock [Member] The 2023 Series X Private Placement [Member]	The 2023 Series X Private Placement Shares [Member] Common Stock [Member]	The 2023 Series X Private Placement Shares [Member] Additional Paid-in Capital [Member]	The 2023 Series X Private Placement Shares [Member] Retained Earnings [Member]	The 2023 Series X Private Placement Shares [Member] Noncontrolling Interest [Member]	The 2023 Series X Private Placement Shares [Member]	Cumulative Effect, Period of Adoption, Adjustment [Member] Common Stock [Member]	Cumulative Effect, Period of Adoption, Adjustment [Member] Additional Paid-in Capital [Member]	Cumulative Effect, Period of Adoption, Adjustment [Member] Retained Earnings [Member]	Cumulative Effect, Period of Adoption, Adjustment [Member] Noncontrolling Interest [Member]	Cumulative Effect, Period of Adoption, Adjustment [Member]	Preferred Stock [Member] The 2022 Private Placement [Member]	Preferred Stock [Member] Multi-Tranche Private Placement 2023 [Member]	Preferred Stock [Member] The 2023 Series X Private Placement [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Noncontrolling Interest [Member]	Total
Balance (in shares) at Dec. 31, 2021																						252,717	0	0	4,265,506
Balance at Dec. 31, 2021																									$ 27	$ 221,321	$ (180,405)	$ 653	$ 41,596
Conversion of 2021 Private Placement shares (in shares)																						(252,717)	0	0	252,717
Conversion of 2021 Private Placement shares																									$ 1	0	0	0	1
Issuance of stock (in shares)	3,185,000	0	0	116,668																		0	0	0	525,385
Issuance of stock					$ 6,518	$ 0	$ 0	$ 6,518																	$ 1	2,203	0	0	2,204
Net loss — the Company																									0	0	(43,700)	0	(43,700)
Net income attributable to non-controlling interest																									0	0	0	116	116
Dividends from subsidiaries																									$ 0	0	0	(124)	(124)
Options exercised (in shares)																						0	0	0	1,098
Options exercised																										23	0	0	23
Stock-based compensation																									$ 0	2,104	0	0	2,104
Balance (in shares) at Dec. 31, 2022																						3,185,000	0	0	5,161,374
Balance at Dec. 31, 2022																									$ 29	232,169	(224,105)	645	8,738
Issuance of stock (in shares)	0	1,575,810	0	0					0	0	256,356	0										0	0	0	343,107
Issuance of stock				$ 0	$ 3,694	$ 0	$ 0	$ 3,694				$ 0	$ 7,040	$ 0	$ 0	$ 7,040									$ 1	815	0	0	816
Net loss — the Company																									0	0	(37,250)	0	(37,250)
Net income attributable to non-controlling interest																									0	0	0	200	200
Dividends from subsidiaries																									0	0	0	(275)	$ (275)
Options exercised (in shares)																													(0)
Stock-based compensation																									$ 0	1,569	0	0	$ 1,569
Restricted share units vested (in shares)																						0	0	0	24,668
Restricted share units vested																									$ 0	0	0	0	0
Beneficial conversion feature																									$ 0	2,567	0	0	2,567
Balance (in shares) at Dec. 31, 2023																						3,185,000	1,575,810	256,356	5,529,149
Balance (Accounting Standards Update 2016-13 [Member]) at Dec. 31, 2023																	$ 0	$ 0	$ (548)	$ 0	$ (548)
Balance at Dec. 31, 2023																									$ 30	$ 247,854	$ (261,903)	$ 570	$ (13,449)

Note 5 - Accounts Receivable - Summary of Accounts Receivable (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Gross accounts receivable	$ 47,884	$ 70,925
Unearned income	(2,139)	(3,354)
Allowance for expected credit losses	(7,415)	(13,619)	$ (11,997)
Accounts Receivable, after Allowance for Credit Loss	38,330	53,952
Current trade receivables	29,151	37,262
Current unearned interest income	(1,468)	(2,397)
Long-term trade receivables	11,318	20,044
Long-term unearned interest income	$ (671)	$ (957)

Note 11 - Madryn Long-term Debt and Convertible Notes

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Debt Disclosure [Text Block]

10. MAIN STREET TERM LOAN

As of December 31, 2023 and December 31, 2022, the Company was in compliance with all required covenants.

The scheduled payments, inclusive of principal and estimated interest, on the outstanding borrowings as of December 31, 2023 are as follows:

	*As of December 31, 2023*
2024	$	8,438
2025		51,916
Total	$	60,354

Madryn Long Term Debt and Convertible Notes [Member]

Notes to Financial Statements

Debt Disclosure [Text Block]

11. MADRYN LONG-TERM DEBT AND CONVERTIBLE NOTES

On October 11, 2016, Venus Ltd. entered into a credit agreement as a guarantor with Madryn Health Partners, LP, as administrative agent, and certain of its affiliates as lenders (collectively, “Madryn”), as amended (the “Madryn Credit Agreement”), pursuant to which Madryn agreed to make certain loans to certain of Venus Concept’s subsidiaries.

On December 9, 2020, contemporaneously with the MSLP Loan Agreement (Note 10), the Company and its subsidiaries, Venus USA, Venus Ltd., Venus Concept Canada, Corp. ("Venus Canada"), and the Madryn Noteholders (as defined below), entered into a securities exchange agreement (the "Exchange Agreement") dated as of December 8, 2020, pursuant to which the Company (i) repaid on December 9, 2020, $42.5 million aggregate principal amount owed under the Madryn Credit Agreement, and (ii) issued, on December 9, 2020, to Madryn Health Partners (Cayman Master), LP and Madryn Health Partners, LP (the "Madryn Noteholders") secured subordinated convertible notes in the aggregate principal amount of $26.7 million (the "Notes"). The Madryn Credit Agreement was terminated effective December 9, 2020 upon the funding and closing of the MSLP Loan and the issuance of the Notes.

On October 4, 2023, the Company entered into a securities exchange agreement (the "2023 Exchange Agreement") with the Madryn Noteholders. Pursuant to the 2023 Exchange Agreement, the Madryn Noteholders agreed to exchange (the "Exchange") $26.695 million in aggregate principal amount of outstanding secured convertible notes of the Company for (i) $22.792 million in aggregate principal amount of New Notes of the Company and (ii) 248,755 shares of newly-created convertible preferred stock of the Company, par value $0.0001 per share designated as "Series X Convertible Preferred Stock" (the "Series X Preferred Stock"). The Series X Preferred Stock is priced at $20.10 per share (the "Issuance Price"), being equal to the "Minimum Price" as set forth in Nasdaq Listing Rule 5635(d), multiplied by ten. The New Notes accrue interest at a rate of 3-month adjusted term Secured Overnight Financing Rate (SOFR) plus 8.50% per annum. In the case of an event of default under the New Notes, the then-applicable interest rate will increase by four percent (4.00%) per annum. Interest is payable in kind in arrears on the last business day of each calendar quarter of each year after the original issuance date, beginning on December 31, 2023. The New Notes mature on December 9, 2025, unless earlier redeemed or converted. As part of the extinguishment of principal, the Company recognized a $2.0 million loss.

As of December 31, 2023, the Company had approximately $23.6 million principal and interest of convertible notes outstanding that were issued pursuant to the 2023 Exchange Agreement (as defined below).

In connection with the Notes, the Company recognized interest expense of $2,438 and $2,165 during the years ended December 31, 2023 and December 31, 2022, respectively. The conversion feature, providing the Madryn Noteholders with a right to receive the Company’s shares upon conversion of the Notes, was qualified for a scope exception in ASC 815-10-15 and did not require bifurcation. The Notes also contained embedded redemption features that provided multiple redemption alternatives. Certain redemption features provided the Madryn Noteholders with a right to receive cash and a variable number of shares upon change of control and an event of default (as defined in the Notes). The Company evaluated redemption upon change of control and an event of default under ASC 815, Derivatives and Hedging, and determined that these two redemption features required bifurcation. These embedded derivatives were accounted for as liabilities at their estimated fair value as of the date of issuance, and then subsequently remeasured to fair value as of each balance sheet date, with the related remeasurement adjustment being recognized as a component of change in fair value of derivative liabilities in the unaudited condensed consolidated statements of operations. The Company determined the likelihood of an event of default and change of control as remote as of December 31, 2023, and December 31, 2022, therefore a nominal value was allocated to the underlying embedded derivative liabilities as of December 31, 2023, and December 31, 2022.

The scheduled payments, inclusive of principal and interest, on the outstanding borrowings as of December 31, 2023 are as follows:

	*As of December 31, 2023*
2024	$	-
2025		30,952
Total	$	30,952

For the years ended December 31, 2023 and 2022, the Company did not make any principal repayments.

- Definition

+ References

+ Details

Note 15 - Income Taxes - Schedule of Reconciliation of Uncertain Tax Position (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Balance as of the beginning of the year	$ 83	$ 36
Increases related to tax positions in prior period	30	47
Increases related to tax positions taken during the current period	0	0
Balance as of the end of the year	$ 113	$ 83

Note 10 - Main Street Term Loan - Schedule Payments on Outstanding Borrowings (Details) - MSLP Note [Member] $ in Thousands	Dec. 31, 2023 USD ($)
2024	$ 8,438
2025	51,916
Total	$ 60,354

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Note 9 - Commitments and Contingencies (Details Textual) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Purchase Obligation	$ 10,006
Contract Manufacturers [Member]
Purchase Obligation	10,000
Open Purchase Order [Member]
Purchase Obligation	$ 2,800
Percentage Of Open Purchase Order	25.00%

Note 1 - Nature of Operations

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Nature of Operations [Text Block]

1. NATURE OF OPERATIONS

Venus Concept Inc. is a global medical technology company that develops, commercializes, and sells minimally invasive and non-invasive medical aesthetic and hair restoration technologies and related services. The Company’s systems have been designed on cost-effective, proprietary and flexible platforms that enable it to expand beyond the aesthetic industry’s traditional markets of dermatology and plastic surgery, and into non-traditional markets, including family and general practitioners and aesthetic medical spas. The Company was incorporated in the state of Delaware on November 22, 2002. In these notes to the consolidated financial statements, the “Company," “Venus Concept,” "our," and "we," refer to Venus Concept Inc. and its subsidiaries on a consolidated basis.

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the foreseeable future, and, as such, the consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

The Company has had recurring net operating losses and negative cash flows from operations. As of December 31, 2023 and December 31, 2022, the Company had an accumulated deficit of $261,903 and $224,105, respectively, though, the Company was in compliance with all required covenants as of December 31, 2023, and December 31, 2022. The Company’s recurring losses from operations and negative cash flows raise substantial doubt about the Company’s ability to continue as a going concern within 12 months from the date that the consolidated financial statements are issued. The global economy, including the financial and credit markets, has recently experienced extreme volatility and disruptions, including increasing inflation rates, rising interest rates, foreign currency impacts, declines in consumer confidence, and declines in economic growth. All these factors point to uncertainty about economic stability, and the severity and duration of these conditions on our business cannot be predicted, and the Company cannot assure that it will remain in compliance with the financial covenants contained within its credit facilities.

In order to continue its operations, the Company must achieve profitable operations and/or obtain additional equity or debt financing. Until the Company achieves profitability, management plans to fund its operations and capital expenditures with cash on hand, borrowings, and issuance of capital stock. Until the Company generates revenue at a level to support its cost structure, the Company expects to continue to incur substantial operating losses and net cash outflows from operating activities.

Given the economic uncertainty in U.S. and international markets, the Company cannot anticipate the extent to which the current economic turmoil and financial market conditions will continue to adversely impact the Company’s business and the Company may need additional capital to fund its future operations and to access the capital markets sooner than planned. There can be no assurance that the Company will be successful in raising additional capital or that such capital, if available, will be on terms that are acceptable to the Company. If the Company is unable to raise sufficient additional capital, it may be compelled to reduce the scope of its operations and planned capital expenditures or sell certain assets, including intellectual property assets. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from the uncertainty. Such adjustments could be material.

Note 5 - Accounts Receivable - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Balance	$ 13,619	$ 11,997
Write-offs	(7,554)	(5,715)
Provision	1,350	7,337
Balance	$ 7,415	$ 13,619

Note 6 - Select Balance Sheet and Statement of Operations Information - Other Current Assets (Details) - USD ($)
$ in Thousands

Dec. 31, 2023

Dec. 31, 2022

Government remittances (1)

^[1]

$ 1,336

$ 1,602

Consideration receivable from subsidiaries sale

629

Deferred financing costs

301

Sundry assets and miscellaneous

503

1,170

Total other current assets

$ 1,925

$ 3,702

[1]	Government remittances are receivables from the local tax authorities for refunds of sales taxes and income taxes.

Note 10 - Main Street Term Loan (Tables)

12 Months Ended

Dec. 31, 2023

MSLP Note [Member]

Notes Tables

Schedule of Maturities of Long-Term Debt [Table Text Block]

	*As of December 31, 2023*
2024	$	8,438
2025		51,916
Total	$	60,354

Insider Trading Arrangements	12 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Insider Trading Arr Line Items
Material Terms of Trading Arrangement [Text Block]	Item *9B.* Other Information. *Rule 10b5-1 Trading Plans* None.
Rule 10b5-1 Arrangement Terminated [Flag]	false
Rule 10b5-1 Arrangement Adopted [Flag]	false
Non-Rule 10b5-1 Arrangement Terminated [Flag]	false
Non-Rule 10b5-1 Arrangement Adopted [Flag]	false

Note 2 - Summary of Significant Accounting Policies (Details Textual) $ in Thousands				12 Months Ended
	May 11, 2023	May 11, 2023	May 10, 2023	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Jan. 01, 2023 USD ($)
Accounts Receivable, Allowance for Credit Loss, Current				$ 7,415	$ 13,619
Advertising Expense				1,121	1,776
Retained Earnings (Accumulated Deficit)				$ (261,903)	$ (224,105)
Accounting Standards Update 2016-13 [Member] \| Cumulative Effect, Period of Adoption, Adjustment [Member]
Retained Earnings (Accumulated Deficit)						$ (500)
Minimum [Member]
Discount Based Implicit Interest Rate in Subscription Lease				8.00%	8.00%
Property, Plant and Equipment, Useful Life (Year)				3 years
Finite-Lived Intangible Asset, Useful Life (Year)				6 years
Standard Product Warranty, Term (Year)				1 year
Maximum [Member]
Discount Based Implicit Interest Rate in Subscription Lease				10.00%	10.00%
Property, Plant and Equipment, Useful Life (Year)				10 years
Finite-Lived Intangible Asset, Useful Life (Year)				15 years
Standard Product Warranty, Term (Year)				3 years
Reverse Stock Split [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio	15	15
Reverse Stock Split [Member] \| Minimum [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio			5
Reverse Stock Split [Member] \| Maximum [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio			15

Note 14 - Stockholders Equity - Stock Options Assumptions (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Expected term (in years) (Year)	6 years	6 years
Risk-free interest rate, minimum	3.37%	2.56%
Expected volatility	42.93%	42.77%
Expected dividend rate	0.00%	0.00%
Minimum [Member]
Risk-free interest rate, maximum	4.68%	4.20%

Note 16 - Segment and Geographic Information - Schedule of Revenue by Type (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Total revenue	$ 76,354	$ 99,497
Leases [Member]
Total revenue	20,504	35,267
System [Member]
Total revenue	41,874	47,906
Product [Member]
Total revenue	10,563	13,316
Service [Member]
Total revenue	$ 3,413	$ 3,008

- Definition

+ References

+ Details

Note 16 - Segment and Geographic Information

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Segment Reporting Disclosure [Text Block]

16. SEGMENT AND GEOGRAPHIC INFORMATION

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker ("CODM") in deciding how to allocate resources to an individual segment and in assessing performance. The Company's CODM is its Chief Executive Officer. The Company has determined it operates in a single operating segment and has one reportable segment, as the CODM reviews financial information presented on a consolidated basis accompanied by disaggregated information about revenues by geography and type for purposes of making operating decisions, allocating resources, and evaluating financial performance. The Company does not assess the performance of individual product lines on measures of profit or loss, or asset-based metrics. Therefore, the information below is presented only for revenues by geography and type.

Revenue by geographic location, which is based on the product shipped to location, is summarized as follows:

	*Year Ended December 31,*
	*2023*		*2022*
United States	$	43,454	$	52,101
International		32,900		47,396
Total revenue	$	76,354	$	99,497

As of December 31, 2023, long-lived assets in the amount of $8,705 were located in the United States and $1,063 were located in foreign locations. As of December 31, 2022, long-lived assets in the amount of $12,346 were located in the United States and $1,431 were located in foreign locations.

Revenue by type is a key indicator for providing management with an understanding of the Company’s financial performance, which is organized into four different categories:

Lease revenue - includes all system sales with typical lease terms of 36 months.

System revenue - includes all systems sales with payment terms within 12 months.

Product revenue - includes skincare, hair and other consumables payable upon receipt.

Service revenue - includes NeoGraft technician services, ad agency services and extended warranty sales.

The following table presents revenue by type:

	*Year Ended December 31,*
	*2023*		*2022*
Lease revenue	$	20,504	$	35,267
System revenue		41,874		47,906
Product revenue		10,563		13,316
Service revenue		3,413		3,008
Total revenue	$	76,354	$	99,497

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-Name Accounting Standards Codification
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-URI https://asc.fasb.org//280/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

Note 14 - Stockholders Equity - Stock Options Outstanding and Exercisable (Details)	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Options outstanding, number (in shares) \| shares	981,834
Options outstanding, weighted average remaining contractual term (Year)	7 years 6 months 29 days
Options outstanding, weighted average exercise price (in dollars per share)	$ 19.85
Options exercisable (in shares) \| shares	396,267
Options exercisable, weighted average remaining contractual term (Year)	6 years 2 months 26 days
Options exercisable, weighted average exercise price (in dollars per share)	$ 36.44
Range One [Member]
Options outstanding, number (in shares) \| shares	933,055
Exercise price range, lower limit (in dollars per share)	$ 1.9
Exercise price range, upper limit (in dollars per share)	$ 54.6
Options outstanding, weighted average remaining contractual term (Year)	7 years 9 months 14 days
Options outstanding, weighted average exercise price (in dollars per share)	$ 14.9
Options exercisable (in shares) \| shares	348,118
Options exercisable, weighted average remaining contractual term (Year)	6 years 7 months 17 days
Options exercisable, weighted average exercise price (in dollars per share)	$ 25.59
Range Two [Member]
Options outstanding, number (in shares) \| shares	46,063
Exercise price range, lower limit (in dollars per share)	$ 63.9
Exercise price range, upper limit (in dollars per share)	$ 119.25
Options outstanding, weighted average remaining contractual term (Year)	3 years 5 months 8 days
Options outstanding, weighted average exercise price (in dollars per share)	$ 99.31
Options exercisable (in shares) \| shares	45,433
Options exercisable, weighted average remaining contractual term (Year)	3 years 4 months 28 days
Options exercisable, weighted average exercise price (in dollars per share)	$ 99.44
Range Three [Member]
Options outstanding, number (in shares) \| shares	1,627
Exercise price range, lower limit (in dollars per share)	$ 186.75
Exercise price range, upper limit (in dollars per share)	$ 382.5
Options outstanding, weighted average remaining contractual term (Year)	4 years 8 months 26 days
Options outstanding, weighted average exercise price (in dollars per share)	$ 271.15
Options exercisable (in shares) \| shares	1,627
Options exercisable, weighted average remaining contractual term (Year)	4 years 8 months 26 days
Options exercisable, weighted average exercise price (in dollars per share)	$ 271.15
Range Four [Member]
Options outstanding, number (in shares) \| shares	637
Exercise price range, lower limit (in dollars per share)	$ 405
Exercise price range, upper limit (in dollars per share)	$ 438.75
Options outstanding, weighted average remaining contractual term (Year)	8 months 19 days
Options outstanding, weighted average exercise price (in dollars per share)	$ 405.21
Options exercisable (in shares) \| shares	637
Options exercisable, weighted average remaining contractual term (Year)	8 months 19 days
Options exercisable, weighted average exercise price (in dollars per share)	$ 405.21
Range Five [Member]
Options outstanding, number (in shares) \| shares	452
Exercise price range, lower limit (in dollars per share)	$ 650.25
Exercise price range, upper limit (in dollars per share)	$ 958.5
Options outstanding, weighted average remaining contractual term (Year)	2 years 8 months 4 days
Options outstanding, weighted average exercise price (in dollars per share)	$ 696.15
Options exercisable (in shares) \| shares	452
Options exercisable, weighted average remaining contractual term (Year)	2 years 8 months 4 days
Options exercisable, weighted average exercise price (in dollars per share)	$ 696.15

Note 2 - Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Significant Accounting Policies [Text Block]

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP") and with the instructions to Form 10-K and Regulation S-X.

The preparation of these consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ materially from those estimates. The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company as of December 31, 2023 and through the date of this report filing. The accounting matters assessed included, but were not limited to, the allowance for expected credit losses and the carrying value of intangible and long-lived assets.

Amounts reported in thousands within this report are computed based on the amounts in U.S. dollars. As a result, the sum of the components reported in thousands may not equal the total amount reported in thousands due to rounding. Certain columns and rows within tables may not add due to the use of rounded numbers. Percentages presented are calculated from the underlying numbers in dollars.

At the annual and special meeting of the Company's shareholders held on May 10, 2023, the Company's shareholders granted the Company's Board of Directors discretionary authority to implement a consolidation of the issued and outstanding common shares of the Company (a "Reverse Stock Split") and to fix the specific ratio within a range of one-for-five (1-for-5) to a maximum of a one-for-fifteen (1-for-15) consolidation. On May 11, 2023, the Company filed an amendment to the Company's Certificate of Incorporation to implement the Reverse Stock Split based on a one-for-fifteen (1-for-15) consolidation ratio. The Company's common shares began trading on the Nasdaq Capital Market on a split-adjusted basis under the Company's existing trade symbol "VERO" at the opening of the market on May 12, 2023. In accordance with U.S. GAAP, the change has been applied retroactively.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Venus Concept Inc. and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated on consolidation. Where the Company does not own 100% of its subsidiaries, it accounts for the partial ownership interest through non-controlling interest.

Use of Estimates

The preparation of the consolidated 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 disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates and assumptions made in the accompanying consolidated financial statements include, but are not limited to, the implicit interest rate used to record lease revenue, allowance for expected credit losses, inventory valuation, stock-based compensation, warranty accrual, the valuation and measurement of deferred tax assets and liabilities, accrued severance pay, useful lives of property and equipment, useful lives of intangible assets, and impairment of long-lived assets. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could materially differ from those estimates.

Foreign Currency

The Company and its subsidiaries’ functional currency is the U.S. dollar as determined by management.

All exchange gains and losses from remeasurement of monetary balance sheet items resulting from transactions in non-functional currencies are recorded in the consolidated statements of operations as they arise.

In respect of transactions denominated in currencies other than the Company and its subsidiaries’ functional currencies, the monetary assets and liabilities are remeasured at the period end rates. Revenue and expenses are remeasured at rates of exchange prevailing on the transaction dates. All of the exchange gains or losses resulting from these transactions are recognized in the consolidated statements of operations.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents consist primarily of funds invested in readily available checking and savings accounts, investments in money market funds and short-term time deposits.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents, accounts receivable and long-term receivables. The Company’s cash and cash equivalents are invested primarily in deposits with major banks worldwide, as such minimal credit risk exists with respect to such investments. The Company’s trade receivables are derived from global sales to customers. An allowance for expected credit losses is provided with respect to all balances for which collection is deemed to be doubtful.

Risks and Uncertainties

The global economy, including the financial and credit markets, has recently experienced extreme volatility and disruptions, including increases to inflation rates, rising interest rates, foreign currency impacts, and declines in economic growth. All these factors point to uncertainty about economic stability, and the severity and duration of these conditions on our Company cannot be predicted.

The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, rapid technological change, continued acceptance of the Company’s products, competition from substitute products and larger companies, protection of proprietary technology, strategic relationships and dependence on key individuals. If the Company fails to adhere to the FDA’s Quality System Regulation, or regulations in countries other than the United States, the FDA or other regulators may withdraw its market clearances or take other action. The Company relies on suppliers to manufacture some of the components used in its products. The Company’s suppliers may encounter supply interruptions or problems during manufacturing due to a variety of reasons, including failure to comply with applicable regulations, including the FDA’s Quality System Regulation, making errors in manufacturing or losing access to critical services and components, any of which could delay or impede the Company’s ability to meet demand for its products.

The Company has borrowings with interest rates that are subject to fluctuations as charged by the lender. The Company does not use derivative financial instruments to mitigate the exposure to interest rate risk. The Company’s objective is to have sufficient liquidity to meet its liabilities when due. The Company monitors its cash balances and cash used in operating activities to meet its requirements. As of December 31, 2023 and 2022, the most significant financial liabilities are trade payables, accrued expenses and other current liabilities and long-term debt.

Concentration of Customers

For the years ended December 31, 2023 and 2022, there were no customers accounting for more than 10% of the Company’s revenue and no customers accounting for more than 10% of the Company’s accounts receivable.

Allowance for Expected Credit Losses

Trade accounts receivable do not bear interest and are typically not collateralized. The Company performs ongoing credit evaluations of its customers’ financial condition and maintains an allowance for expected credit losses. Uncollectible accounts are charged to expense when deemed uncollectible, and accounts receivable are presented net of an allowance for expected credit losses. Accounts receivable are deemed past due in accordance with the contractual terms of the agreement. Actual losses may differ from the Company’s estimates and could be material to the Company's consolidated financial position, results of operations and cash flows. The allowance for expected credit losses was $7,415 and $13,619 as of December 31, 2023 and 2022, respectively.

Inventory

Inventories are stated at the lower of cost or net realizable value and include raw materials, work in progress and finished goods. Cost is determined as follows:

Raw Materials and Work in Progress (“WIP”) – Cost is determined on a standard cost basis utilizing the weighted average cost of historical purchases, which approximates actual cost.

The cost of WIP and finished goods includes the cost of raw materials and the applicable share of the cost of labor and fixed and variable production overheads.

The Company regularly evaluates the value of inventory based on a combination of factors including the following: historical usage rates, product end of life dates, technological obsolescence and product introductions. The Company includes demonstration units within inventories. Proceeds from the sale of demonstration units are recorded as revenue.

Long-term Receivables

Long-term receivables relate to the Company’s subscription revenue or contracts which stipulate payment terms which exceed one year. They are comprised of the unpaid principal balance, plus accrued interest, net of the allowance for credit losses. These receivables have been discounted based on the implicit interest rate in the subscription lease which range between 8% to 10% for the year ended December 31, 2023 and 8% to 10% for the year ended December 31, 2022. Unearned interest revenue represents the interest only portion of the respective subscription payments and will be recognized in income over the respective payment term as it is earned.

Deferred revenues represent payments received prior to the income being earned. Once the equipment has been delivered or the services have been rendered, these amounts are recognized in income.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which is between three and ten years. Leasehold improvements are depreciated over the lesser of the life of the lease or the useful life of the improvements. Maintenance and repairs are charged to expense as incurred. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the consolidated balance sheets, and any resulting gain or loss is reflected in the consolidated statements of operations.

Leases

The Company determines if an agreement is, or contains, a lease at inception. An agreement is, or contains, a lease if the contact conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company leases assets including land and buildings, vehicles, and equipment. For leases with a term of 12 months or less or of low value, the payments are expensed as incurred.

The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

An operating lease is a lease in which a lessor transfers the use of an asset to a lessee for a period of time but does not effectively transfer control of the underlying asset. For lessees, a lease is a finance lease if the lessee effectively obtains control of the underlying asset, by meeting any of the following five criteria:

The lease transfers ownership of the underlying asset to the lessee by the end of the lease term.

ii.

The lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise.

iii.

The lease term is for a major part (generally 75%) of the remaining economic life of the underlying asset.

iv.

The sum of the lease payments and the present value of any residual value guaranteed by the lessee amounts to or exceeds substantially all (generally 90%) of the fair value of the underlying asset.

The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.

For a finance lease, the right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of property, plant and equipment. For an operating lease, amortization of the right-of-use asset is calculated as the difference between the straight-line rent expense and the interest expense on the lease liability for a given period. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company uses its incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate. The Company has determined that there are no variable payments, residual value guarantees, lease renewal options or early termination options that are reasonably certain to be exercised, and therefore have been excluded these from initial measurement.

The lease liabilities are subsequently measured at amortized cost using the effective interest method. They are remeasured when there is a change in future lease payments arising from a change in the lease term, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option.

All of our leases for which we are the lessee are operating leases and are included within operating lease right-of-use assets, net, operating lease liabilities, and long-term operating lease liabilities in our Consolidated Balance Sheets.

Intangible Assets

Intangible assets consist of customer relationships, brand, technology and supplier agreement. Intangible assets are stated at cost less accumulated amortization. Amortization is computed using the straight-line method over the estimated useful lives of the respective assets, which range from approximately six to fifteen years.

The useful lives of intangible assets are based on the Company’s assessment of various factors impacting estimated cash flows, such as the product’s position in its lifecycle, the existence or absence of like products in the market, various other competitive and regulatory issues, and contractual terms.

Impairment of Long-Lived Assets

The Company accounts for the impairment of long-lived assets in accordance with FASB, ASC 360-10, “Accounting for the Impairment of Long-Lived Assets”. This standard requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the assets’ carrying amounts may not be recoverable. For assets that are to be held and used, impairment is assessed when the estimated undiscounted cash flows associated with the asset or group of assets is less than their carrying values. If impairment exists, an adjustment is made to write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and fair value. Fair values are determined based on quoted market values, discounted cash flows or internal and external appraisals, as applicable. Assets to be disposed of are carried at the lower of carrying value and estimated net realizable value. During the years ended December 31, 2023 and 2022, there was no impairment of long-lived assets.

Debt Issuance Costs

Costs related to the issuance of debt are presented as a direct deduction to the carrying value of the debt and are amortized to accretion expenses using the effective interest rate method over the term of the related debt.

Derivatives

The Company reviews the terms of convertible notes, equity instruments and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Derivative financial instruments are initially measured at their fair value. Derivative financial instruments that are accounted for as liabilities, are initially recorded at fair value and then re-valued at each reporting date, with changes in the fair value recognized in the consolidated statements of operations.

Revenue Recognition

The Company generates revenue from (1) sales of systems through our subscription model, traditional system sales to customers and distributors, (2) other product revenues from the sale of ARTAS procedure kits, marketing supplies and kits, consumables and (3) and our extended warranty service contracts provided to existing customers.

Many of the Company’s products are sold under subscription contracts with unencumbered title passing to the customer at the earlier of the end of the term and when the payment is received in full. The subscription contracts include an initial deposit followed by monthly installments typically over a period of 36 months. In accordance with ASC 842, these arrangements are considered to be sales-type leases, where the present value of all cash flows to be received within the arrangement is recognized upon shipment to the customer and achievement of the required revenue recognition criteria. Various accounting and reporting systems are used to monitor subscription receivables which include providing access codes to operate the machines to paying customers and restricting access codes on machines to non-paying customers.

The Company recognizes revenues on other products and services in accordance with ASC 606. Revenue is recognized based on the following five steps: (1) identification of the contract(s) with the customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the separate performance obligations in the contract; and (5) recognition of revenue when (or as) the entity satisfies a performance obligation.

The Company does not grant rights of return to its end customers. The Company’s products sold through arrangements with distributors are non-refundable, non-returnable and without any rights of price protection. The Company records revenue net of sales tax and shipping and handling costs.

Cost of Goods

For subscription sales (qualifying as sales-type lease arrangements) and product sales, the costs are recognized upon shipment to the customer or distributor.

Advertising Costs

The cost of advertising and media is expensed as incurred. For the years ended December 31, 2023 and 2022, advertising costs totaled $1,121 and $1,776, respectively.

Research and Development

Research and development costs are charged to operations as incurred. Major components of research and development expenses consist of personnel costs, including salaries and benefits, hardware and software research and development costs, and clinical studies.

Warranty

The Company provides a standard warranty against defects for all of its systems. The warranty period begins upon shipment and is for a period of one to three years.

The Company records a liability for accrued warranty costs at the time of sale of a system, which consists of the warranty on products sold based on histroical warranty costs and management's estimates. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts thereof as necessary. The Company also provides an extended warranty service. Extended warranty can be purchased at any time after the purchase of a system and prior to the expiration of the standard warranty provided with the sale of the system. Extended warranty services include standard warranty services.

The Company recognizes the revenue from the sale of an extended warranty over the period of the extended warranty and accounts it for separately from the standard warranty.

Income Taxes

The Company follows the deferred income taxes method of accounting for income taxes. Under this method, deferred income taxes are recognized for the future tax consequences attributable to differences between the financial statement carrying values of accounts and their respective income tax basis. Deferred income tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years during which the temporary differences are expected to be realized or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is included in income in the period that includes the enactment date.

The Company establishes valuation allowances when necessary to reduce deferred tax assets to the amounts that are more likely than not to be realized. The Company evaluates tax positions taken or expected to be taken in the course of preparing tax returns to determine whether the tax positions have met a “more likely-than-not” threshold of being sustained by the applicable tax authority. Tax benefits related to tax positions not deemed to meet the “more likely-than-not” threshold are not permitted to be recognized in the consolidated financial statements.

Uncertain Tax Positions

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained on examination based on the technical merit of the position. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement.

The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments. The Company recognizes interest charges and penalties related to unrecognized tax benefits as a component of the tax provision and recognizes interest charges and penalties related to recognized tax positions in the accompanying consolidated statements of operations.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation” (“ASC 718”). ASC 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service period in the Company’s consolidated statements of operations.

The fair value of stock options (“options”) on the grant date is estimated using the Black-Scholes option-pricing model using the single-option approach. The Black-Scholes option pricing model requires the use of highly subjective and complex assumptions, including the option’s expected term and the price volatility of the underlying stock, to determine the fair value of the award. The Company recognizes compensation expenses for the value of its awards granted based on the straight-line method over the requisite service period of each of the awards. The Company has made a policy choice to account for forfeitures when they occur.

Net Loss Per Share

The Company computes net (loss) income per share in accordance with ASC Topic 260, “Earnings Per Share” (“ASC 260”) and related guidance, which requires two calculations of net (loss) income attributable to the Company’s shareholders per share to be disclosed: basic and diluted. Convertible preferred shares are participating securities and are included in the calculation of basic and diluted net (loss) income per share using the two-class method. In periods where the Company reports net losses, such losses are not allocated to the convertible preferred shares for the computation of basic or diluted net (loss) income.

Diluted net (loss) income per share is the same as basic net (loss) income per share for the periods in which the Company had a net loss because the inclusion of outstanding common stock equivalents would be anti-dilutive.

Recently Adopted Accounting Standards

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Board Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments, and also issued subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-10, ASU 2019-11, and ASU 2020-02, which replace the existing incurred loss impairment model with an expected credit loss model and require a financial asset measured at amortized cost to be presented at the net amount expected to be collected. This guidance was adopted as of January 1, 2023. The Company recognized a charge of $0.5 million to opening retained earnings as a result of the adoption.

Recently Issued Accounting Standards Not Yet Adopted

In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”): Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). ASU 2020-06 reduces the number of accounting models for convertible debt instruments by eliminating the cash conversion and beneficial conversion models. The diluted net income per share calculation for convertible instruments will require the Company to use the if-converted method. For contracts in an entity’s own equity, the type of contracts primarily affected by this update are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement conditions of the derivative scope exception. This update simplifies the related settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective for the Company on January 1, 2024, with early adoption permitted. ASU No. 2020-06 can be adopted on either a fully retrospective or modified retrospective basis. The Company is currently assessing the impact of applying this guidance.

In October 2023, the FASB issued ASU No. 2023-06 ("ASU 2023-06"): Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This ASU was issued to clarify or improve disclosure and presentation requirements of a variety of topics, which will allow users to more easily compare entities subject to the SEC's existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the FASB accounting standard codification with the SEC's regulations. The ASU will become effective prospectively on the earlier of the date on which the SEC removes its disclosure requirements for the related disclosure or June 30, 2027. The Company is currently evaluating the provisions of the amendments and the impact on its future consolidated statements.

In November 2023, the FASB issued ASU No. 2023-07 ("ASU 2023-07") Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The new standard requires the disclosure of the Company’s Chief Operating Decision Maker (CODM), expanded incremental line-item disclosures of significant segment expenses used by the CODM for decision-making, and the inclusion of previous annual only segment disclosure requirements on a quarterly basis. This ASU must be applied on a retrospective basis to all prior periods presented in the financial statements. This pronouncement is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is currently assessing the impact of applying this guidance.

In December 2023, the FASB issued ASU No. 2023-09 ("ASU 2023-09") Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The guidance requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as information on income taxes paid. The disclosure requirements will be applied on a prospective basis, with the option to apply it retrospectively. This pronouncement is effective for fiscal years beginning after December 15, 2024 and early adoption is permitted. The Company is currently assessing the impact of applying this guidance.

Note 14 - Stockholders Equity - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Outstanding, number of shares (in shares)	849,613
Outstanding, weighted average exercise price (in dollars per share)	$ 25.05
Outstanding, weighted average remaining contractual term (Year)	7 years 6 months 29 days	8 years 2 months 23 days
Outstanding, aggregate intrinsic value	$ 0	$ 209
Options granted, number of shares (in shares)	229,531
Options granted, weighted average exercise price (in dollars per share)	$ 2.81
Options granted, aggregate intrinsic value	$ 0
Options exercised, number of shares (in shares)	0
Options exercised, weighted average exercise price (in dollars per share)	$ 0
Options exercised, aggregate intrinsic value	$ 0	$ 0
Options forfeited/cancelled, number of shares (in shares)	(97,310)
Options forfeited/cancelled, weighted average exercise price (in dollars per share)	$ 25.37
Options forfeited/cancelled, aggregate intrinsic value (in dollars per share)	$ 0
Outstanding, number of shares (in shares)	981,834	849,613
Outstanding, weighted average exercise price (in dollars per share)	$ 19.85	$ 25.05
Exercisable, number of shares (in shares)	396,267
Exercisable, weighted average exercise price (in dollars per share)	$ 36.44
Exercisable, weighted average remaining contractual term (Year)	6 years 2 months 26 days
Exercisable, aggregate intrinsic value	$ 0
Expected to vest, number of shares (in shares)	585,567
Expected to vest, weighted average exercise price (in dollars per share)	$ 8.62
Expected to vest, weighted average remaining contractual term (Year)	8 years 5 months 23 days
Expected to vest, aggregate intrinsic value	$ 0

Note 15 - Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Notes Tables

Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block]

	*Year Ended December 31,*
	*2023*			*2022*
United States	$	(41,197	)	$	(32,045	)
Other jurisdictions		4,076			(12,261	)
Loss before income taxes	$	(37,121	)	$	(44,306	)

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]

	*Year Ended December 31,*
	*2023*			*2022*
Current tax benefit:
Federal	$	—		$	—
Foreign		(2	)		(13	)
Total current tax benefit		(2	)		(13	)
Deferred tax benefit:
Federal		—			—
Foreign		(69	)		(709	)
Total deferred tax benefit	$	(69	)	$	(709	)
Total benefit for income taxes	$	(71	)	$	(722	)

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

	*Year Ended December 31,*
	*2023*			*2022*
Loss before income taxes	$	(37,121	)	$	(44,306	)
Theoretical tax benefit at the statutory rate (21% in 2023 and 2022)		(7,796	)		(9,304	)
Differences in jurisdictional tax rates		(1,465	)		(1,671	)
Valuation allowance		8,452			10,015
Non-deductible expenses		1,059			803
Other		(321	)		(565	)
Total income tax benefit		(71	)		(722	)
Net loss	$	(37,050	)	$	(43,584	)

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

	*December 31,*
	*2023*			*2022*
Deferred tax assets:
Property and equipment	$	685		$	690
Deferred revenue		1,453			1,560
Allowance for expected credit losses		3,188			3,917
Intangible assets		(20	)		(785	)
Non-deductible expenses		12,280			10,371
Warranty and other reserves		1,221			1,806
Other		1,373			1,020
Loss carryforwards		54,268			46,709
Valuation allowance		(73,416	)		(64,341	)
Total deferred tax assets	$	1,032		$	947
Deferred tax liabilities:
Deferred revenue	$	15		$	—
Total deferred tax liabilities	$	15		$	—

Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block]

	*Year Ended December 31,*
	*2023*		*2022*
Balance as of the beginning of the year	$	83	$	36
Increases related to tax positions in prior period		30		47
Increases related to tax positions taken during the current period		—		—
Balance as of the end of the year	$	113	$	83

Schedule of Recognized Tax Benefits [Table Text Block]

	*Year Ended December 31,*
	*2023*			*2022*
Balance as of the beginning of the year	$	(376	)	$	(563	)
Increases related to tax positions in prior period		—			—
Reduction related to tax position taken during the current period		376			210
Increase related to interest expense		—			(23	)
Balance as of the end of the year	$	—		$	(376	)

Note 6 - Select Balance Sheet and Statement of Operations Information - Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Lab equipment tooling and molds	$ 4,356	$ 4,356
Office furniture and equipment	1,223	1,240
Leasehold improvements	854	794
Computers and software	919	906
Vehicles	37	37
Demo units	214	214
Total property and equipment	7,603	7,547
Less: Accumulated depreciation	(6,281)	(5,690)
Total property and equipment, net	$ 1,322	$ 1,857
Minimum [Member]
Property and equipment, Useful lives (Year)	3 years
Maximum [Member]
Property and equipment, Useful lives (Year)	10 years
Tools, Dies and Molds [Member] \| Minimum [Member]
Property and equipment, Useful lives (Year)	4 years
Tools, Dies and Molds [Member] \| Maximum [Member]
Property and equipment, Useful lives (Year)	10 years
Office Equipment [Member] \| Minimum [Member]
Property and equipment, Useful lives (Year)	6 years
Office Equipment [Member] \| Maximum [Member]
Property and equipment, Useful lives (Year)	10 years
Leasehold Improvements [Member] \| Maximum [Member]
Property and equipment, Useful lives (Year)	10 years
Computer Equipment [Member]
Property and equipment, Useful lives (Year)	3 years
Vehicles [Member] \| Minimum [Member]
Property and equipment, Useful lives (Year)	5 years
Vehicles [Member] \| Maximum [Member]
Property and equipment, Useful lives (Year)	7 years
Demo Units [Member]
Property and equipment, Useful lives (Year)	5 years

Note 4 - Fair Value Measurements - Fair Value Measurements (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Assets, fair value	$ 62	$ 59
Guaranteed Investment Certificates [Member]
Assets, fair value	62	59
Fair Value, Inputs, Level 1 [Member]
Assets, fair value	0	0
Fair Value, Inputs, Level 1 [Member] \| Guaranteed Investment Certificates [Member]
Assets, fair value	0	0
Fair Value, Inputs, Level 2 [Member]
Assets, fair value	62	59
Fair Value, Inputs, Level 2 [Member] \| Guaranteed Investment Certificates [Member]
Assets, fair value	62	59
Fair Value, Inputs, Level 3 [Member]
Assets, fair value	0	0
Fair Value, Inputs, Level 3 [Member] \| Guaranteed Investment Certificates [Member]
Assets, fair value	$ 0	$ 0

Note 6 - Select Balance Sheet and Statement of Operations Information - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Raw materials	$ 1,949	$ 2,478
Work-in-progress	2,048	2,112
Finished goods	19,075	19,316
Total inventory	$ 23,072	$ 23,906

Note 15 - Income Taxes

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Income Tax Disclosure [Text Block]

15. INCOME TAXES

The geographical breakdown of loss before provision for income taxes is as follows:

	*Year Ended December 31,*
	*2023*			*2022*
United States	$	(41,197	)	$	(32,045	)
Other jurisdictions		4,076			(12,261	)
Loss before income taxes	$	(37,121	)	$	(44,306	)

The components of the provision for income taxes are as follows:

	*Year Ended December 31,*
	*2023*			*2022*
Current tax benefit:
Federal	$	—		$	—
Foreign		(2	)		(13	)
Total current tax benefit		(2	)		(13	)
Deferred tax benefit:
Federal		—			—
Foreign		(69	)		(709	)
Total deferred tax benefit	$	(69	)	$	(709	)
Total benefit for income taxes	$	(71	)	$	(722	)

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

A valuation allowance is provided when it is more likely than not that the deferred tax assets will not be realized. On the basis of this evaluation, as of December 31, 2023, a valuation allowance of $73,416 ($64,341 as of December 31, 2022) has been recorded to recognize only the portion of the deferred tax asset that is more likely than not to be realized. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for growth. The valuation allowance increased by $9,075 and $12,904 for the years ended December 31, 2023 and 2022, respectively.

The Company’s effective tax rate substantially differed from the federal statutory tax rate primarily due to the change in the valuation allowance. The reconciliation between income taxes computed at the federal statutory income tax rate and the provision for income taxes is as follows:

	*Year Ended December 31,*
	*2023*			*2022*
Loss before income taxes	$	(37,121	)	$	(44,306	)
Theoretical tax benefit at the statutory rate (21% in 2023 and 2022)		(7,796	)		(9,304	)
Differences in jurisdictional tax rates		(1,465	)		(1,671	)
Valuation allowance		8,452			10,015
Non-deductible expenses		1,059			803
Other		(321	)		(565	)
Total income tax benefit		(71	)		(722	)
Net loss	$	(37,050	)	$	(43,584	)

The components of the deferred tax assets and deferred tax liabilities are as follows:

	*December 31,*
	*2023*			*2022*
Deferred tax assets:
Property and equipment	$	685		$	690
Deferred revenue		1,453			1,560
Allowance for expected credit losses		3,188			3,917
Intangible assets		(20	)		(785	)
Non-deductible expenses		12,280			10,371
Warranty and other reserves		1,221			1,806
Other		1,373			1,020
Loss carryforwards		54,268			46,709
Valuation allowance		(73,416	)		(64,341	)
Total deferred tax assets	$	1,032		$	947
Deferred tax liabilities:
Deferred revenue	$	15		$	—
Total deferred tax liabilities	$	15		$	—

As of December 31, 2023, the Company had federal, state and foreign non-operating loss (“NOL”) carryforwards of approximately $217,643 ($191,313 in 2022). The use of these NOL carryforwards might be subject to limitation under the rules regarding a change in stock ownership as determined by the IRC and similar state provisions; however, a complete analysis of the limitation of the NOL carryforwards will not be complete until the time the Company projects it will be able to utilize such NOLs. The NOL carryforwards expire between 2023 and indefinitely, and valuation allowances have been reserved, where necessary. The Company also had federal and state research and development credit carryforwards of approximately $377 and $nil as of December 31, 2023. The federal credits will expire starting in 2025 if not utilized. The state credits have no expiration date.

We may recognize the tax benefit from uncertain tax positions only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and income tax disclosures. During the year, the Company determined that $1,032 of future tax benefits met this criterion.

Utilization of the research and development credits carryforwards may be subject to an annual limitation due to the ownership percentage change limitations provided by the IRC. However, the Company has not conducted a formal study to determine the extent of the limitations, which could impact the realizability of these credit carryforwards in future periods. The annual limitations may result in the expiration of the net operating losses and research and development credits before utilization.

The Company files income tax returns in the United States and in various state jurisdictions with varying statutes of limitations. Tax years 2017 through 2023 remain open to examination by the Internal Revenue Service for U.S. federal tax purposes.

Uncertain Tax Positions

The activity related to gross amount of unrecognized tax benefits is as follows:

	*Year Ended December 31,*
	*2023*		*2022*
Balance as of the beginning of the year	$	83	$	36
Increases related to tax positions in prior period		30		47
Increases related to tax positions taken during the current period		—		—
Balance as of the end of the year	$	113	$	83

These amounts are related to certain deferred tax assets with a corresponding valuation allowance. If recognized, the impact on the Company’s effective tax rate would not be material due to the full valuation allowance. Management believes that there will not be any significant changes in the Company’s unrecognized tax benefits in the next twelve months.

The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes in the accompanying consolidated statements of operations. Accrued interest and penalties, if applicable, are included in accrued expenses and other current liabilities in the consolidated balance sheets. For the years ended December 31, 2023 and 2022, the Company did not recognize any accrued interest and penalties.

The activity related to the tax effected amount of the recognized tax position as follows:

	*Year Ended December 31,*
	*2023*			*2022*
Balance as of the beginning of the year	$	(376	)	$	(563	)
Increases related to tax positions in prior period		—			—
Reduction related to tax position taken during the current period		376			210
Increase related to interest expense		—			(23	)
Balance as of the end of the year	$	—		$	(376	)

The Company has derecognized the full amount of the potential tax liability plus interest as the uncertain tax position is statute barred as of December 31, 2023.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Note 15 - Income Taxes - Schedule of Components of Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Property and equipment	$ 685	$ 690
Deferred revenue	1,453	1,560
Allowance for expected credit losses	3,188	3,917
Intangible assets	(20)	(785)
Non-deductible expenses	12,280	10,371
Warranty and other reserves	1,221	1,806
Other	1,373	1,020
Loss carryforwards	54,268	46,709
Valuation allowance	(73,416)	(64,341)
Total deferred tax assets	1,032	947
Deferred tax liabilities:
Deferred revenue	15	0
Total deferred tax liabilities	$ 15	$ 0

Note 8 - Intangible Assets - Estimated Amortization (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
2024	$ 3,473
2025	3,004
2026	656
2027	657
2028	656
Thereafter	0
Total	$ 8,446	$ 11,919

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:
Net loss	$ (37,050)	$ (43,584)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	4,115	4,463
Stock-based compensation	1,569	2,104
Provision for bad debt	1,350	7,337
Provision for inventory obsolescence	1,158	2,420
Finance expenses and accretion	2,206	414
Deferred tax recovery	(69)	(709)
Loss on sale of subsidiary	174	0
Loss on disposal of property and equipment	10	158
Loss on debt extinguishment	2,040	0
Changes in operating assets and liabilities:
Accounts receivable short- and long-term	14,891	9,855
Inventories	(324)	(5,783)
Prepaid expenses	390	1,049
Advances to suppliers	277	(214)
Other current assets	1,603	56
Operating right-of-use assets, net	1,345	(5,862)
Other long-term assets	47	200
Trade payables	1,005	(385)
Accrued expenses and other current liabilities	(5,089)	(3,647)
Current operating lease liabilities	(217)	1,807
Severance pay funds	168	76
Unearned interest income	(1,215)	(679)
Long-term operating lease liabilities	(1,059)	4,221
Other long-term liabilities	(184)	(277)
Net cash used in operating activities	(12,859)	(26,980)
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
Purchases of property and equipment	(116)	(336)
Net cash used in investing activities	(116)	(336)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock	816	2,135
Repayment of government assistance loans	0	(543)
Dividends from subsidiaries paid to non-controlling interest	(275)	(124)
Proceeds from exercise of options	0	23
Net cash provided by financing activities	6,802	8,009
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH	(6,173)	(19,307)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of year	11,569	30,876
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH — End of year	5,396	11,569
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for income taxes	124	329
Cash paid for interest	4,473	4,147
The 2022 Private Placement [Member]
CASH FLOWS FROM FINANCING ACTIVITIES:
Private placement, net of costs	0	6,518
The 2023 Private Placement [Member]
CASH FLOWS FROM FINANCING ACTIVITIES:
Private placement, net of costs	$ 6,261	$ 0

Note 3 - Net Loss Per Share - Antidilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Total potential dilutive shares (in shares)	11,916,299	4,608,611
Share-Based Payment Arrangement, Option [Member]
Total potential dilutive shares (in shares)	981,834	849,600
Performance Shares [Member]
Total potential dilutive shares (in shares)	8,889,221	2,123,443
Restricted Stock [Member]
Total potential dilutive shares (in shares)	0	25,924
Shares Reserved for Convertible Notes [Member]
Total potential dilutive shares (in shares)	983,314	547,714
Warrant [Member]
Total potential dilutive shares (in shares)	1,061,930	1,061,930

Note 15 - Income Taxes - Schedule of Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Current tax benefit:
Federal	$ 0	$ 0
Foreign	(2)	(13)
Total current tax benefit	(2)	(13)
Deferred tax benefit:
Federal	0	0
Foreign	(69)	(709)
Total deferred tax benefit	(69)	(709)
Total benefit for income taxes	$ (71)	$ (722)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Note 6 - Select Balance Sheet and Statement of Operations Information - Finance Expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Interest expense	$ 6,629	$ 4,297
Accretion on long-term debt and amortization of fees	264	264
Total finance expenses	$ 6,893	$ 4,561

Note 15 - Income Taxes (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Deferred Tax Assets, Valuation Allowance	$ 73,416	$ 64,341
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	9,075	12,904
Deferred Tax Assets, Net of Valuation Allowance	1,032	947
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued	0	0
Domestic Tax Authority [Member] \| Research Tax Credit Carryforward [Member]
Tax Credit Carryforward, Amount	377
Domestic Tax Authority [Member] \| Internal Revenue Service (IRS) [Member]
Operating Loss Carryforwards	$ 217,643	$ 191,313
Open Tax Year	2017 2018 2019 2020 2021 2022 2023
State and Local Jurisdiction [Member] \| Research Tax Credit Carryforward [Member]
Tax Credit Carryforward, Amount	$ 0

Note 6 - Select Balance Sheet and Statement of Operations Information - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Payroll and related expense	$ 2,260	$ 2,244
Accrued expenses	3,924	5,045
Commission accrual	2,385	3,761
Sales and consumption taxes	3,868	5,617
Total accrued expenses and other current liabilities	$ 12,437	$ 16,667

Note 3 - Net Loss Per Share

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Earnings Per Share [Text Block]

3. NET LOSS PER SHARE

Net Loss Per Share

Basic net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common stock equivalents outstanding for the period determined using the treasury-stock method. For purposes of this calculation, common stock warrants and stock options are considered to be common stock equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive.

The following table sets forth the computation of basic and diluted net loss and the weighted average number of shares used in computing basic and diluted net loss per share (in thousands, except per share data):

	*For the year ended December 31,*
	*2023*			*2022*
Numerator:
Net loss	$	(37,050	)	$	(43,584	)
Net loss allocated to stockholders of the Company	$	(37,250	)	$	(43,700	)
Denominator:
Weighted-average shares of common stock outstanding used in computing net loss per share, basic and diluted		5,442			4,398
Net loss per share:
Basic and diluted	$	(6.84	)	$	(9.94	)

Due to the net loss, all the outstanding shares of common stock equivalents were excluded from the calculation of diluted net loss per share attributable to common stockholders for the years ended December 31, 2023 and 2022 because including them would have been antidilutive:

	*December 31,*
	*2023*		*2022*
Options to purchase common stock		981,834		849,600
Preferred stock		8,889,221		2,123,443
Restricted share units		-		25,924
Shares reserved for convertible notes		983,314		547,714
Warrants for common stock		1,061,930		1,061,930
Total potential dilutive shares		11,916,299		4,608,611

Note 8 - Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2023

Notes Tables

Schedule of Intangible Assets and Goodwill [Table Text Block]

	*At December 31, 2023*
	*Gross Amount*		*Accumulated Amortization*			*Net Amount*
Customer relationships	$	1,400	$	(522	)	$	878
Brand		2,500		(1,330	)		1,170
Technology		16,900		(11,735	)		5,165
Supplier agreement		3,000		(1,767	)		1,233
Total intangible assets	$	23,800	$	(15,354	)	$	8,446

	*At December 31, 2022*
	*Gross Amount*		*Accumulated Amortization*			*Net Amount*
Customer relationships	$	1,400	$	(429	)	$	971
Brand		2,500		(1,066	)		1,434
Technology		16,900		(8,919	)		7,981
Supplier agreement		3,000		(1,467	)		1,533
Total intangible assets	$	23,800	$	(11,881	)	$	11,919

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

Years ending December 31,
2024	$	3,473
2025		3,004
2026		656
2027		657
2028		656
Thereafter		—
Total	$	8,446

Note 5 - Accounts Receivable (Tables)

12 Months Ended

Dec. 31, 2023

Notes Tables

Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]

	*As of December 31,*
	*2023*			*2022*
Gross accounts receivable	$	47,884		$	70,925
Unearned income		(2,139	)		(3,354	)
Allowance for expected credit losses		(7,415	)		(13,619	)
	$	38,330		$	53,952
Reported as:
Current trade receivables	$	29,151		$	37,262
Current unearned interest income		(1,468	)		(2,397	)
Long-term trade receivables		11,318			20,044
Long-term unearned interest income		(671	)		(957	)
	$	38,330		$	53,952

Contractual Commitments, Net of Allowance For Doubtful Accounts To Be Received Maturity [Table Text Block]

			December 31,
	Total		2024		2025		2026		2027		2028
Current financing receivables, net of allowance of $486	$	21,075	$	21,075	$	—	$	—	$	—	$	—
Long-term financing receivables, net of allowance of $77		11,318		—		8,923		2,327		68		—
	$	32,393	$	21,075	$	8,923	$	2,327	$	68	$	—

Accounts Receivable, Allowance for Credit Loss [Table Text Block]

	*As of December 31,*
	*2023*			*2022*
Balance at beginning of year	$	13,619		$	11,997
Write-offs		(7,554	)		(5,715	)
Provision		1,350			7,337
Balance at end of year	$	7,415		$	13,619

Note 5 - Accounts Receivable (Details Textual) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Lessor, Sales-type Lease, Term of Contract (Month)	36 months
Sales-type and Direct Financing Leases, Lease Receivable	$ 32,393	$ 40,377
Accounts Receivable, Allowance for Credit Loss	7,415	$ 13,619	$ 11,997
Cumulative Effect, Period of Adoption, Adjustment [Member] \| Accounting Standards Update 2016-13 [Member]
Accounts Receivable, Allowance for Credit Loss	$ 500

Note 7 - Leases (Tables)

12 Months Ended

Dec. 31, 2023

Notes Tables

Lease, Cost [Table Text Block]

	*Year Ended December 31,*
	*2023*		*2022*
Operating lease cost	$	1,933	$	1,943
Short-term lease cost		—		267
Total lease cost	$	1,933	$	2,210

	*Year Ended December 31,*
	*2023*		*2022*
Operating cash outflows from operating leases	$	1,933	$	1,943

	*Year Ended December 31,*
	*2023*			*2022*
Operating leases
Weighted-average remaining lease term	2.8 yrs.			4.2 yrs.
Weighted-average discount rate		4.00	%		4.00	%

Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block]

Years ending December 31,	*Operating leases*
2024	$	1,526
2025		1,236
2026		1,046
2027		598
2028		554
Thereafter		—
Imputed Interest (1)		(208	)
Total	$	4,752

Note 9 - Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

9. COMMITMENTS AND CONTINGENCIES

Commitments

As of December 31, 2023, the Company has non-cancellable purchase orders placed with its contract manufacturers in the amount of $10.0 million. In addition, as of December 31, 2023, the Company had $2.8 million of open purchase orders that can be cancelled with 270 days’ notice, except for a portion equal to 25% of the total amount representing the purchase of “long lead items.”

Aggregate future service and purchase commitments with manufacturers as of December 31, 2023 are as follows:

Years ending December 31,	*Purchase and Service Commitments*
2024	$	10,006
2025		—
2026		—
2027		—
2028		—
Thereafter		—
Total	$	10,006

Note 7 - Leases - Operating Lease Maturity (Details)
$ in Thousands

Dec. 31, 2023

USD ($)

2024, operating lease

$ 1,526

2025, operating lease

1,236

2026, operating lease

1,046

2027, operating lease

598

2028, operating lease

554

Thereafter

Imputed Interest (1)

(208)

^[1]

Total

$ 4,752

[1]	Imputed interest represents the difference between undiscounted cash flows and cash flows.

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Net loss	$ (37,050)	$ (43,584)
Loss attributable to stockholders of the Company	(37,250)	(43,700)
Income attributable to non-controlling interest	200	116
Comprehensive loss	$ (37,050)	$ (43,584)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

Amount of Net Income (Loss) attributable to noncontrolling interest.

+ References + Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481203/810-10-50-1A

+ Details

Note 7 - Leases - Lease Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating lease cost	$ 1,933	$ 1,943
Short-term lease cost	0	267
Total lease cost	1,933	2,210
Operating cash outflows from operating leases	$ 1,933	$ 1,943
Weighted-average remaining lease term (Year)	2 years 9 months 18 days	4 years 2 months 12 days
Weighted-average discount rate	4.00%	4.00%

Note 18 - Subsequent Events (Details Textual) - Subsequent Event [Member] - USD ($) $ / shares in Units, $ in Millions	Feb. 27, 2024	Feb. 22, 2024	Jan. 18, 2024
Registered Direct Offering [Member]
Stock Issued During Period, Shares, New Issues (in shares)		817,748
Shares Issued, Price Per Share (in dollars per share)		$ 1.465
Maximum Percentage of Outstanding Stock, Beneficial Ownership		4.99%
Proceeds from Issuance or Sale of Equity	$ 1.2
Registered Direct Offering [Member] \| Maximum [Member]
Maximum Percentage of Outstanding Stock, Beneficial Ownership		9.99%
Registered Direct Offering [Member] \| The 2024 Investor Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)		817,748
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)		$ 1.34
H.C. Wainwright & Co., LLC [Member]
Placement Agent Fee, Percentage of Gross Proceeds		7.00%
Management Fee, Percentage of Gross Proceeds		1.00%
H.C. Wainwright & Co., LLC [Member] \| Placement Agent Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)		57,242
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)		$ 1.8313
Secured Subordinated Convertible Notes [Member] \| EW and EW-A [Member]
Proceeds from Convertible Debt			$ 2,000.0
Debt Instrument, Default, Increase in Interest Rate			4.00%
Debt Instrument, Convertible, Conversion Ratio			799.3605
Debt Instrument, Face Amount			$ 1.0
Debt Instrument, Convertible, Conversion Price (in dollars per share)			$ 1.251
Secured Subordinated Convertible Notes [Member] \| EW and EW-A [Member] \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]
Debt Instrument, Basis Spread on Variable Rate			8.50%

Note 1 - Nature of Operations (Details Textual) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Retained Earnings (Accumulated Deficit)	$ (261,903)	$ (224,105)

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Note 4 - Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2023

Notes Tables

Fair Value, by Balance Sheet Grouping [Table Text Block]

	*Fair Value Measurements as of December 31, 2023*
	*Quoted Prices in Active Markets using Identical Assets (Level 1)*		*Significant Other Observable Inputs (Level 2)*		*Significant Unobservable Inputs (Level 3)*		*Total*
Assets
Guaranteed Investment Certificates	$	—	$	62	$	—	$	62
Total assets	$	—	$	62	$	—	$	62

	*Fair Value Measurements as of December 31, 2022*
	*Quoted Prices in Active Markets using Identical Assets (Level 1)*		*Significant Other Observable Inputs (Level 2)*		*Significant Unobservable Inputs (Level 3)*		*Total*
Assets
Guaranteed Investment Certificates	$	—	$	59	$	—	$	59
Total assets	$	—	$	59	$	—	$	59

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation

Consolidation, Policy [Policy Text Block]

Principles of Consolidation

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

Foreign Currency Transactions and Translations Policy [Policy Text Block]

Foreign Currency

The Company and its subsidiaries’ functional currency is the U.S. dollar as determined by management.

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and Cash Equivalents

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Concentration of Credit Risk

Risk and Uncertainties [Policy Text Block]

Risks and Uncertainties

Concentration of Customers [Policy Text Block]

Concentration of Customers

Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block]

Allowance for Expected Credit Losses

Inventory, Policy [Policy Text Block]

Inventory

Inventories are stated at the lower of cost or net realizable value and include raw materials, work in progress and finished goods. Cost is determined as follows:

Raw Materials and Work in Progress (“WIP”) – Cost is determined on a standard cost basis utilizing the weighted average cost of historical purchases, which approximates actual cost.

The cost of WIP and finished goods includes the cost of raw materials and the applicable share of the cost of labor and fixed and variable production overheads.

Receivable [Policy Text Block]

Long-term Receivables

Deferred revenues represent payments received prior to the income being earned. Once the equipment has been delivered or the services have been rendered, these amounts are recognized in income.

Property, Plant and Equipment, Policy [Policy Text Block]

Property and Equipment

Lessee, Leases [Policy Text Block]

Leases

The lease transfers ownership of the underlying asset to the lessee by the end of the lease term.

ii.

The lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise.

iii.

The lease term is for a major part (generally 75%) of the remaining economic life of the underlying asset.

iv.

The sum of the lease payments and the present value of any residual value guaranteed by the lessee amounts to or exceeds substantially all (generally 90%) of the fair value of the underlying asset.

The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.

Intangible Assets, Finite-Lived, Policy [Policy Text Block]

Intangible Assets

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

Impairment of Long-Lived Assets

Debt, Policy [Policy Text Block]

Debt Issuance Costs

Derivatives, Policy [Policy Text Block]

Derivatives

Revenue from Contract with Customer [Policy Text Block]

Revenue Recognition

Cost of Goods and Service [Policy Text Block]

Cost of Goods

For subscription sales (qualifying as sales-type lease arrangements) and product sales, the costs are recognized upon shipment to the customer or distributor.

Advertising Cost [Policy Text Block]

Advertising Costs

The cost of advertising and media is expensed as incurred. For the years ended December 31, 2023 and 2022, advertising costs totaled $1,121 and $1,776, respectively.

Research and Development Expense, Policy [Policy Text Block]

Research and Development

Standard Product Warranty, Policy [Policy Text Block]

Warranty

The Company provides a standard warranty against defects for all of its systems. The warranty period begins upon shipment and is for a period of one to three years.

The Company recognizes the revenue from the sale of an extended warranty over the period of the extended warranty and accounts it for separately from the standard warranty.

Income Tax, Policy [Policy Text Block]

Income Taxes

Income Tax Uncertainties, Policy [Policy Text Block]

Uncertain Tax Positions

Share-Based Payment Arrangement [Policy Text Block]

Stock-Based Compensation

Earnings Per Share, Policy [Policy Text Block]

Net Loss Per Share

New Accounting Pronouncements, Policy [Policy Text Block]

Recently Adopted Accounting Standards

Recently Issued Accounting Standards Not Yet Adopted

Consolidated Statements of Cash Flows (Parentheticals) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
The 2023 Private Placement [Member]
Stock issuance costs	$ 739

Note 8 - Intangible Assets (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Goodwill, Impairment Loss	$ 0	$ 0
Amortization of Intangible Assets	$ 3,473	$ 3,473

Note 3 - Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2023

Notes Tables

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	*For the year ended December 31,*
	*2023*			*2022*
Numerator:
Net loss	$	(37,050	)	$	(43,584	)
Net loss allocated to stockholders of the Company	$	(37,250	)	$	(43,700	)
Denominator:
Weighted-average shares of common stock outstanding used in computing net loss per share, basic and diluted		5,442			4,398
Net loss per share:
Basic and diluted	$	(6.84	)	$	(9.94	)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

	*December 31,*
	*2023*		*2022*
Options to purchase common stock		981,834		849,600
Preferred stock		8,889,221		2,123,443
Restricted share units		-		25,924
Shares reserved for convertible notes		983,314		547,714
Warrants for common stock		1,061,930		1,061,930
Total potential dilutive shares		11,916,299		4,608,611

Note 17 - Related Party Transactions (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2020	Jan. 01, 2021	Jan. 01, 2018
Revenue from Contract with Customer, Including Assessed Tax	$ 76,354	$ 99,497
Venus Concept Singapore Pte. Ltd (Venus Singapore) [Member]
Disposal Group, Including Discontinued Operation, Percentage of Ownership			55.00%
Technicalbiomed Co., Ltd. (TBC) [Member]
Revenue from Contract with Customer, Including Assessed Tax	322	951
Senior Officer [Member] \| Technicalbiomed Co., Ltd. (TBC) [Member]
Equity Method Investment, Ownership Percentage				45.00%	30.00%
Venus Concept Singapore Pte. Ltd (Venus Singapore) [Member]
Revenue from Contract with Customer, Including Assessed Tax	$ 122	$ 441

- Definition

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 41
-Subparagraph (a)
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Note 13 - Common Stock Reserved for Issuance

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Common Stock Reserved For Issuance [Text Block]

13. COMMON STOCK RESERVED FOR ISSUANCE

The Company is required to reserve and keep available out of its authorized but unissued shares of common stock a number of shares sufficient to affect the exercise of all classes of preferred stock, convertible promissory notes, options granted and available for grant under the incentive plans and warrants to purchase common stock.

	*December 31, 2023*		*December 31, 2022*
Outstanding common stock warrants		1,061,930		1,061,930
Outstanding stock options and RSUs		981,834		875,524
Preferred shares		8,889,221		2,123,443
Shares reserved for conversion of future non-voting preferred share issuance		—		80,617
Shares reserved for conversion of future voting preferred share issuance		5,844,213		609,891
Shares reserved for future option grants and RSUs		99,580		24,999
Shares reserved for Lincoln Park		711,180		1,054,299
Shares reserved for Madryn Noteholders		1,300,000		547,714
Total common stock reserved for issuance		18,887,958		6,378,417

Note 12 - Credit Facility

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Credit Facility Disclosure [Text Block]

12. CREDIT FACILITY

On August 29, 2018, Venus Ltd. entered into an Amended and Restated Loan Agreement as a guarantor with CNB, as amended on March 20, 2020, December 9, 2020 and August 26, 2021 (the “CNB Loan Agreement”), pursuant to which CNB agreed to make certain loans and other financial accommodations to certain of Venus Ltd.’s subsidiaries to be used to finance working capital requirements. In connection with the CNB Loan Agreement, Venus Ltd. also entered into a guaranty agreement with CNB dated as of August 29, 2018, as amended on March 20, 2020, December 9, 2020 and August 26, 2021 (the “CNB Guaranty”), pursuant to which Venus Ltd. agreed to guaranty the obligations of its subsidiaries under the CNB Loan Agreement. On March 20, 2020, the Company also entered into a Security Agreement with CNB (the “CNB Security Agreement”), as amended on December 9, 2020 and August 26, 2021, pursuant to which it agreed to grant CNB a security interest in substantially all of our assets to secure the obligations under the CNB Loan Agreement.

The CNB Loan Agreement contains various covenants that limit the Company’s ability to engage in specified types of transactions. Subject to limited exceptions, these covenants limit the Company’s ability, without CNB’s consent, to, among other things, sell, lease, transfer, exclusively license or dispose of the Company’s assets, incur, create or permit to exist additional indebtedness, or liens, to make dividends and certain other restricted payments, and to make certain changes to its management and/or ownership structure. The Company is required to maintain $3,000 in cash in a deposit account maintained with CNB at all times during the term of the CNB Loan Agreement. In addition, the CNB Loan Agreement contains certain covenants that require the Company to achieve certain minimum account balances, or a minimum debt service coverage ratio and a maximum total liability to tangible net worth ratio. If the Company fails to comply with these covenants, it will result in a default and require the Company to repay all outstanding principal amounts and any accrued interest. In connection with the CNB Loan Agreement, a loan fee of $1,000 was paid in equal installments on January 25, February 25 and March 25, 2021.

On August 26, 2021, the Company, Venus USA and Venus Canada entered into a Fourth Amended and Restated Loan Agreement (the “Amended CNB Loan Agreement”) with CNB, pursuant to which, among other things, (i) the maximum principal amount the revolving credit facility was reduced from $10,000 to $5,000 at the LIBOR 30-Day rate plus 3.25%, subject to a minimum LIBOR rate floor of 0.50%, and (ii) beginning December 10, 2021, the cash deposit requirement was reduced from $3,000 to $1,500, to be maintained with CNB at all times during the term of the Amended CNB Loan Agreement. The Amended CNB Loan Agreement is secured by substantially all of the Company’s assets and the assets of certain of its subsidiaries.

In connection with the Amended CNB Loan Agreement, the Company, Venus USA and Venus Canada issued a promissory note dated August 26, 2021, in favor of CNB (the “CNB Note”) in the amount of $5,000 with a maturity date of July 24, 2023 and the obligations of the Company pursuant to certain of the Company’s outstanding promissory notes were reaffirmed as subordinated to the indebtedness of the Company owing to CNB pursuant to a Supplement to Subordination of Debt Agreements dated as of August 26, 2021 by and among Madryn Health Partners, LP, Madryn Health Partners (Cayman Master), LP, the Company and CNB. The CNB Note expired at its maturity date.

As of December 31, 2023 and December 31, 2022, the Company was in compliance with all required covenants. An event of default under this agreement would cause a default under the MSLP Loan (see Note 10).

Note 14 - Stockholders Equity (Details Textual)											1 Months Ended			12 Months Ended		24 Months Ended
Note 14 - Stockholders Equity (Details Textual)	Oct. 20, 2023 USD ($) shares	Oct. 04, 2023 $ / shares shares	Sep. 08, 2023 USD ($) shares	Jul. 12, 2023 USD ($) shares	May 15, 2023 USD ($) shares	May 11, 2023	May 11, 2023	May 10, 2023	Jul. 12, 2022 USD ($) $ / shares shares	Dec. 15, 2021 USD ($) $ / shares shares	Nov. 30, 2022 USD ($) $ / shares shares	Nov. 30, 2017	Nov. 30, 2010	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) $ / shares shares	May 31, 2023 USD ($) $ / shares	Dec. 31, 2021 shares	Jun. 16, 2020 USD ($) $ / shares shares
Common Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares														$ 0.0001	$ 0.0001
Proceeds from Issuance of Common Stock														$ 816,000	$ 2,135,000
Stock Issued During Period, Value, New Issues														$ 816,000	$ 2,204,000
Common Stock, Capital Shares Reserved for Future Issuance (in shares) \| shares														18,887,958	6,378,417
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Payments														$ 0
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period, Intrinsic Value														$ 0	$ 0
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) \| $ / shares														$ 2.81	$ 9.3
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value														$ 1,552,000	$ 1,645,000
The 2010 Share Option Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year)												10 years	7 years
Common Stock, Capital Shares Reserved for Future Issuance (in shares) \| shares														28,168	6,284
The 2019 Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares) \| shares														30,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in shares) \| shares														71,412	18,715
Share-based Compensation Arrangement by Share-based Payment Award, Increase in Authorized Shares, Percentage of Outstanding Stock Maximum														4.00%
Series A Preferred Stock [Member]
Preferred Stock, Shares Outstanding (in shares) \| shares																		252,717
Voting Preferred Stock [Member]
Preferred Stock, Liquidation Preference Per Share (in dollars per share) \| $ / shares											$ 30
Preferred Stock, Convertible, Conversion Ratio											0.6667
Preferred Stock, Convertible, Volume Weighted Average Price Per Common Share (in dollars per share) \| $ / shares											$ 18.75
Senior Preferred Stock [Member]
Preferred Stock, Convertible, Conversion Ratio					2.6667
Liquidation Preference, Multiplier					2.5
Conversion Price, Benchmark, Multiplier					2.75
Series X Convertible Preferred Stock [Member][
Shares Issued, Price Per Share (in dollars per share) \| $ / shares		$ 20.1
Preferred Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares		$ 0.0001
Preferred Stock, Convertible, Conversion Ratio		10
Preferred Stock, Shares Authorized (in shares) \| shares		400,000
Preferred Stock, Dividend Rate, Percentage		12.50%
Common Stock [Member]
Stock Issued During Period, Shares, New Issues (in shares) \| shares														343,107	525,385
Stock Issued During Period, Value, New Issues														$ 1,000	$ 1,000
Equity Purchase Agreement [Member] \| Lincoln Park [Member]
Equity Purchase Agreement, Maximum Offering Amount																			$ 31,000,000
Common Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares																			$ 0.0001
Equity Purchase Agreement, Maximum Shares Issuable (in shares) \| shares																			517,560
Equity Agreement, Maximum Percentage of Stock Outstanding																			19.99%
Equity Agreement, Minimum Average Purchase Price (in dollars per share) \| $ / shares																			$ 59.6325
Maximum Percentage of Outstanding Stock, Beneficial Ownership																			9.99%
Stock Issued During Period, Shares, New Issues (in shares) \| shares															26,666,000	229,139
Shares Issued, Price Per Share (in dollars per share) \| $ / shares																$ 40.5
Stock Issued During Period, Shares, Commitment Fee (in shares) \| shares																13,971
Stock Issued During Period, Value, Commitment Fee																$ 620,000
Deferred Offering Costs															$ 0	$ 123,000
Proceeds from Issuance of Common Stock															$ 272,000
LPC Purchase Agreement 2022 [Member] \| Lincoln Park [Member]
Equity Purchase Agreement, Maximum Offering Amount									$ 11,000,000
Common Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares									$ 0.0001
Equity Purchase Agreement, Maximum Shares Issuable (in shares) \| shares									858,224
Equity Agreement, Maximum Percentage of Stock Outstanding									19.99%
Maximum Percentage of Outstanding Stock, Beneficial Ownership									9.99%
Stock Issued During Period, Shares, New Issues (in shares) \| shares														343,116	433,336
Shares Issued, Price Per Share (in dollars per share) \| $ / shares															$ 4.54
Stock Issued During Period, Shares, Commitment Fee (in shares) \| shares									45,701
Stock Issued During Period, Value, Commitment Fee									$ 330,000
Stock Issued During Period, Value, New Issues														$ 1,109,000	$ 1,970,000
The 2021 Private Placement [Member]
Proceeds from Issuance of Private Placement										$ 17,000,000
Payments of Stock Issuance Costs										$ 300,000
The 2021 Private Placement [Member] \| Convertible Preferred Stock [Member]
Stock Issued During Period, Shares, New Issues (in shares) \| shares										252,717
Preferred Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares										$ 0.0001
The 2021 Private Placement [Member] \| Common Stock [Member]
Stock Issued During Period, Shares, New Issues (in shares) \| shares										653,894
The 2022 Private Placement [Member]
Proceeds from Issuance of Private Placement											$ 6,720,000			$ 0	6,518,000
Payments of Stock Issuance Costs											$ 202,000				$ 202,000
The 2022 Private Placement [Member] \| Convertible Preferred Stock [Member]
Stock Issued During Period, Shares, New Issues (in shares) \| shares											3,185,000
Preferred Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares											$ 0.0001
Preferred Stock, Convertible, Shares Issuable (in shares) \| shares											2,123,443
The 2022 Private Placement [Member] \| Common Stock [Member]
Common Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares											$ 0.0001
Stock Issued During Period, Shares, New Issues (in shares) \| shares											116,668
Multi-Tranche Private Placement 2023 [Member]
Equity Purchase Agreement, Maximum Offering Amount																	$ 9,000,000
Equity Purchase Agreement, Minimum Aggregate Purchase Amount Per Tranche																	$ 500,000
Multi-Tranche Private Placement 2023 [Member] \| Senior Preferred Stock [Member]
Stock Issued During Period, Shares, New Issues (in shares) \| shares	502,513		292,398	500,000	280,899
Preferred Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares																	$ 0.0001
Proceeds from Issuance of Preferred Stock and Preference Stock	$ 2,000,000		$ 1,000,000	$ 2,000,000	$ 2,000,000
Weighted Average [Member] \| LPC Purchase Agreement 2022 [Member] \| Lincoln Park [Member]
Shares Issued, Price Per Share (in dollars per share) \| $ / shares														$ 3.23
Reverse Stock Split [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio						15	15
Reverse Stock Split [Member] \| Minimum [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio								5
Reverse Stock Split [Member] \| Maximum [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio								15

Note 12 - Credit Facility (Details Textual) - City National Bank of Florida [Member] - USD ($) $ in Millions	Aug. 26, 2021	Dec. 09, 2020
CNB Note [Member]
Debt Instrument, Face Amount	$ 5.0
Debt Instrument, Maturity Date	Jul. 24, 2023
Revolving Credit Facility [Member]
Line of Credit Facility, Minimum Deposit Required	$ 1.5	$ 3.0
Loan Processing Fee		1.0
Line of Credit Facility, Maximum Borrowing Capacity	$ 5.0	$ 10.0
Debt Instrument, LIBOR Floor	0.50%
Revolving Credit Facility [Member] \| London Interbank Offered Rate [Member]
Debt Instrument, Basis Spread on Variable Rate	3.25%

Note 14 - Stockholders Equity - Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) [Member]	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Outstanding, rsu (in shares) \| shares	25,918
Outstanding, weighted average grant date fair value (in dollars per share) \| $ / shares	$ 19.5
RSUs forfeited/cancelled, rsu (in shares) \| shares	(1,250)
RSUs forfeited/cancelled, weighted average grant date fair value (in dollars per share) \| $ / shares	$ 20.7
RSUs exercised, rsu (in shares) \| shares	(24,668)
RSUs exercised, weighted average grant date fair value (in dollars per share) \| $ / shares	$ 19.4
Outstanding, rsu (in shares) \| shares	0
Outstanding, weighted average grant date fair value (in dollars per share) \| $ / shares	$ 0

Note 11 - Madryn Long-term Debt and Convertible Notes (Details Textual) - USD ($) $ / shares in Units, $ in Thousands			12 Months Ended
	Oct. 04, 2023	Dec. 09, 2020	Dec. 31, 2023	Dec. 31, 2022
Gain (Loss) on Extinguishment of Debt			$ (2,040)	$ (0)
Series X Convertible Preferred Stock [Member][
Preferred Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.0001
Shares Issued, Price Per Share (in dollars per share)	$ 20.1
Madryn Noteholders [Member] \| Conversion from Madryn Noteholders, Outstanding Debt Converted to Convertible Instruments [Member] \| Series X Convertible Preferred Stock [Member][
Debt Conversion, Original Debt, Amount	$ 26,695
Debt Conversion, Converted Instrument, Amount	$ 22,792
Convertible Preferred Stock, Shares Issued upon Conversion (in shares)	248,755
Gain (Loss) on Extinguishment of Debt	$ (2,000)
Madryn Credit Agreement [Member]
Repayments of Debt		$ 42,500
Secured Subordinated Convertible Notes [Member] \| Madryn Noteholders [Member]
Debt Instrument, Face Amount		$ 26,700
Preferred Stock, Par or Stated Value Per Share (in dollars per share)	$ 8.5
Debt Instrument, Default, Increase in Interest Rate	4.00%
Long-Term Debt, Gross			23,600
Interest Expense			2,438	2,165
Repayments of Long-Term Debt			$ 0	$ 0
Debt Instrument, Maturity Date	Dec. 09, 2025

Document And Entity Information - USD ($)	12 Months Ended
Document And Entity Information - USD ($)	Dec. 31, 2023	Mar. 27, 2024	Jun. 30, 2023
Document Information [Line Items]
Entity Central Index Key	0001409269
Entity Registrant Name	Venus Concept Inc.
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Document Transition Report	false
Entity File Number	001-38238
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	06-1681204
Entity Address, Address Line One	235 Yorkland Blvd. Suite 900
Entity Address, City or Town	Toronto
Entity Address, State or Province	ON
Entity Address, Postal Zip Code	M2J 4Y8
City Area Code	877
Local Phone Number	848-8430
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	VERO
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 6,630,292
Entity Common Stock, Shares Outstanding		6,355,230
Auditor Firm ID	1930
Auditor Name	MNP LLP
Auditor Location	Toronto, Canada

Note 14 - Stockholders Equity (Tables)

12 Months Ended

Dec. 31, 2023

Notes Tables

Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block]

	*Year Ended December 31,*
	*2023*		*2022*
Cost of sales	$	47	$	73
Selling and marketing		343		576
General and administrative		1,035		1,195
Research and development		144		260
Total stock-based compensation	$	1,569	$	2,104

Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

	*Year Ended December 31,*
	*2023*			*2022*
Expected term (in years)		6.00			6.00
Risk-free interest rate		3.37-4.68	%		2.56-4.20	%
Expected volatility		42.93	%		42.77	%
Expected dividend rate		0	%		0	%

Share-Based Payment Arrangement, Option, Activity [Table Text Block]

	*Number of Shares*			*Weighted- Average Exercise Price per Share, $*		*Weighted- Average Remaining Contractual Term*		*Aggregate Intrinsic Value*
Outstanding – January 1, 2023		849,613		$	25.05		8.23	$	209
Options granted		229,531			2.81		-		-
Options exercised		-			-		-		-
Options forfeited/cancelled		(97,310	)		25.37		-		-
Outstanding - December 31, 2023		981,834		$	19.85		7.58	$	—
Exercisable – December 31, 2023		396,267		$	36.44		6.24	$	—
Expected to vest – after December 31, 2023		585,567		$	8.62		8.48	$	—

Share-Based Payment Arrangement, Option, Exercise Price Range [Table Text Block]

	Options Outstanding						Options Exercisable
Exercise Price Range	Number		Weighted average remaining contractual term (years)		Weighted average Exercise Price		Options exercisable		Weighted average remaining contractual term (years)		Weighted average Exercise Price
$1.90 - $54.60	933,055		7.79		$14.90		348,118		6.63		$25.59
$63.90 - $119.25	46,063		3.44		99.31		45,433		3.41		99.44
$186.75 - $382.50	1,627		4.74		271.15		1,627		4.74		271.15
$405.00 - $438.75	637		0.72		405.21		637		0.72		405.21
$650.25 - $958.50	452		2.68		696.15		452		2.68		696.15
		981,834		7.58	$	19.85		396,267		6.24	$	36.44

Schedule of Nonvested Restricted Stock Units Activity [Table Text Block]

	*Number of Shares*			*Weighted- Average Grant Date Fair Value per Share, $*
Outstanding - January 1, 2023		25,918		$	19.50
RSUs forfeited/cancelled		(1,250	)		20.70
RSUs exercised		(24,668	)		19.40
Outstanding - December 31, 2023		—		$	—

Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Accounts receivable, allowance, current	$ 7,415	$ 13,619
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	300,000,000	300,000,000
Common stock, shares issued (in shares)	5,529,149	5,161,374
Common stock, shares outstanding (in shares)	5,529,149	5,161,374

Note 3 - Net Loss Per Share - Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Net loss	$ (37,050)	$ (43,584)
Loss attributable to stockholders of the Company	$ (37,250)	$ (43,700)
Weighted-average shares of common stock outstanding used in computing net loss per share, basic and diluted (in shares)	5,442	4,398
Basic and diluted (in dollars per share)	$ (6.84)	$ (9.94)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-7

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//1943274/2147482662/260-10-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-10

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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Reference 16: http://www.xbrl.org/2003/role/exampleRef
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-URI https://asc.fasb.org//1943274/2147482635/260-10-55-52

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
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-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-7

+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

+ Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

+ Details

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenue
Revenues	$ 76,354	$ 99,497
Cost of goods sold
Cost of goods and services sold	24,187	33,526
Gross profit	52,167	65,971
Operating expenses:
Selling and marketing	31,231	40,276
General and administrative	41,048	49,618
Research and development	8,197	10,953
Total operating expenses	80,476	100,847
Loss from operations	(28,309)	(34,876)
Other expenses:
Foreign exchange (gain) loss	(295)	3,387
Finance expenses	6,893	4,561
Loss on disposal of subsidiaries	174	1,482
Loss on debt extinguishment	2,040	0
Loss before income taxes	(37,121)	(44,306)
Income tax benefit	(71)	(722)
Net loss	(37,050)	(43,584)
Net loss attributable to stockholders of the Company	(37,250)	(43,700)
Net income attributable to non-controlling interest	$ 200	$ 116
Net loss per share:
Basic (in dollars per share)	$ (6.84)	$ (9.94)
Diluted (in dollars per share)	$ (6.84)	$ (9.94)
Weighted-average number of shares used in per share calculation:
Basic (in shares)	5,442	4,398
Diluted (in shares)	5,442	4,398
Leases [Member]
Revenue
Revenues	$ 20,504	$ 35,267
Cost of goods sold
Cost of goods and services sold	4,312	9,435
Products and Services [Member]
Revenue
Revenues	55,850	64,230
Cost of goods sold
Cost of goods and services sold	$ 19,875	$ 24,091

Note 14 - Stockholders Equity - Stock-based Compensation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Total stock-based compensation	$ 1,569	$ 2,104
Cost of Sales [Member]
Total stock-based compensation	47	73
Selling and Marketing Expense [Member]
Total stock-based compensation	343	576
General and Administrative Expense [Member]
Total stock-based compensation	1,035	1,195
Research and Development Expense [Member]
Total stock-based compensation	$ 144	$ 260

Note 15 - Income Taxes - Schedule of Tax Effected Amount of Recognized Tax Position (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Balance as of the beginning of the year	$ (376)	$ (563)
Increases related to tax positions in prior period	0	0
Reduction related to tax position taken during the current period	376	210
Increase related to interest expense	0	(23)
Balance as of the end of the year	$ 0	$ (376)

Note 5 - Accounts Receivable - Schedule of Contractual Commitments, Net of Allowance for Doubtful Accounts (Details) (Parentheticals) $ in Thousands	Dec. 31, 2023 USD ($)
Current Financing Receivables, Net Of Allowance [Member]
Allowance, current financing receivables, net	$ 486
Noncurrent Financing Receivables, Net Of Allowance [Member]
Allowance, noncurrent financing receivables, net	$ 77

Note 13 - Common Stock Reserved for Issuance - Common Stock Reserved for Issuance (Details) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Outstanding stock options and RSUs (in dollars per share)	$ 981,834	$ 875,524
Shares reserved for future option grants and RSUs (in shares)	99,580	24,999
Total common stock reserved for issuance (in shares)	18,887,958	6,378,417
Lincoln Park [Member]
Total common stock reserved for issuance (in shares)	711,180	1,054,299
Madryn Noteholders [Member]
Total common stock reserved for issuance (in shares)	1,300,000	547,714
Non-Voting Preferred Stock [Member]
Shares reserved for conversion of future preferred share issuance (in shares)	0	80,617
Voting Preferred Stock [Member]
Shares reserved for conversion of future preferred share issuance (in shares)	5,844,213	609,891
Common Stock [Member]
Outstanding common stock warrants (in shares)	1,061,930	1,061,930
Preferred Stock [Member]
Preferred shares (in shares)	8,889,221	2,123,443

Note 4 - Fair Value Measurements

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Fair Value Disclosures [Text Block]

4. FAIR VALUE MEASUREMENTS

Financial assets and financial liabilities are initially recognized at fair value when the Company becomes a party to the contractual provisions of the financial instrument. Subsequently, all financial instruments are measured at amortized cost using the effective interest method.

The financial instruments of the Company consist of cash and cash equivalents, restricted cash, accounts receivable, long-term receivables, lines of credit, trade payables, government assistance loans, accrued expenses and other current liabilities, other long-term liabilities and long-term debt. In view of their nature, the fair value of these financial instruments approximates their carrying amounts.

The Company measures the fair value of its financial assets and financial liabilities using the fair value hierarchy. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Guaranteed investment certificates are classified within Level 2 as the Company uses alternative pricing sources and models utilizing market observable inputs for valuation. The following tables set forth the fair value of the Company’s Level 1, Level 2 and Level 3 financial assets and liabilities within the fair value hierarchy:

	*Fair Value Measurements as of December 31, 2023*
	*Quoted Prices in Active Markets using Identical Assets (Level 1)*		*Significant Other Observable Inputs (Level 2)*		*Significant Unobservable Inputs (Level 3)*		*Total*
Assets
Guaranteed Investment Certificates	$	—	$	62	$	—	$	62
Total assets	$	—	$	62	$	—	$	62

	*Fair Value Measurements as of December 31, 2022*
	*Quoted Prices in Active Markets using Identical Assets (Level 1)*		*Significant Other Observable Inputs (Level 2)*		*Significant Unobservable Inputs (Level 3)*		*Total*
Assets
Guaranteed Investment Certificates	$	—	$	59	$	—	$	59
Total assets	$	—	$	59	$	—	$	59

- Definition

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

+ References + Details

Note 6 - Select Balance Sheet and Statement of Operations Information (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cost, Direct Material	$ 22,687	$ 31,555
Inventory Valuation Reserves	2,733	3,258
Depreciation	$ 642	$ 990

Note 10 - Main Street Term Loan (Details Textual) - MSLP Note [Member] - USD ($) $ in Millions	Oct. 04, 2023	Dec. 08, 2020
Debt Instrument, Face Amount		$ 50
Debt Instrument, Term (Year)		5 years
Debt Instrument, Redemption, Period One [Member]
Debt Instrument, Percentage of Outstanding Principal to be Paid with Accrued Unpaid Interest		15.00%
Debt Instrument, Redemption, Period Two [Member]
Debt Instrument, Percentage of Outstanding Principal to be Paid with Accrued Unpaid Interest	7.50%	15.00%
London Interbank Offered Rate [Member]
Debt Instrument, Basis Spread on Variable Rate		3.00%
Secured Overnight Financing Rate (SOFR) [Member]
Debt Instrument, Basis Spread on Variable Rate	3.25%

Note 16 - Segment and Geographic Information (Details Textual) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Number of Reportable Segments	1
Number of Operating Segments	1
Leases [Member]
Sales with Typical Lease Terms (Month)	36 months
System [Member]
Sales with Payment Terms (Month)	12 months
UNITED STATES
Long-Lived Assets	$ 8,705	$ 12,346
Non-US [Member]
Long-Lived Assets	$ 1,063	$ 1,431

Note 8 - Intangible Assets

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Goodwill and Intangible Assets Disclosure [Text Block]

8. INTANGIBLE ASSETS

The carrying values of goodwill and indefinite-life intangible assets are subject to annual impairment assessment as of the last day of each fiscal year. Between annual assessments, impairment review may also be triggered by any significant events or changes in circumstances affecting the Company’s business. Based on the analysis of the intangible assets performed by management as of December 31, 2023 and 2022, no impairment was considered necessary.

Intangible assets net of accumulated amortization were as follows:

	*At December 31, 2023*
	*Gross Amount*		*Accumulated Amortization*			*Net Amount*
Customer relationships	$	1,400	$	(522	)	$	878
Brand		2,500		(1,330	)		1,170
Technology		16,900		(11,735	)		5,165
Supplier agreement		3,000		(1,767	)		1,233
Total intangible assets	$	23,800	$	(15,354	)	$	8,446

	*At December 31, 2022*
	*Gross Amount*		*Accumulated Amortization*			*Net Amount*
Customer relationships	$	1,400	$	(429	)	$	971
Brand		2,500		(1,066	)		1,434
Technology		16,900		(8,919	)		7,981
Supplier agreement		3,000		(1,467	)		1,533
Total intangible assets	$	23,800	$	(11,881	)	$	11,919

Amortization expense was $3,473 for the years ended December 31, 2023 and 2022.

Estimated amortization expense for the next five fiscal years and all years thereafter are as follows:

Years ending December 31,
2024	$	3,473
2025		3,004
2026		656
2027		657
2028		656
Thereafter		—
Total	$	8,446

Note 6 - Select Balance Sheet and Statement of Operations Information - Warranty Accrual (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Balance as of the beginning of the year	$ 1,482	$ 1,753
Warranties issued during the year	933	993
Warranty costs incurred during the year	(1,052)	(1,264)
Balance at the end of the year	1,363	1,482
Current	1,029	1,074
Long-term	334	408
Total	$ 1,363	$ 1,482

Note 8 - Intangible Assets - Schedule of Intangible Assets Net of Accumulated Amortization and Goodwill (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Gross Amount	$ 23,800	$ 23,800
Accumulated amortization	(15,354)	(11,881)
Net Amount	8,446	11,919
Customer Relationships [Member]
Gross Amount	1,400	1,400
Accumulated amortization	(522)	(429)
Net Amount	878	971
Brand [Member]
Gross Amount	2,500	2,500
Accumulated amortization	(1,330)	(1,066)
Net Amount	1,170	1,434
Technology [Member]
Gross Amount	16,900	16,900
Accumulated amortization	(11,735)	(8,919)
Net Amount	5,165	7,981
Supplier Agreement [Member]
Gross Amount	3,000	3,000
Accumulated amortization	(1,767)	(1,467)
Net Amount	$ 1,233	$ 1,533

Note 18 - Subsequent Events

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Subsequent Events [Text Block]

18. SUBSEQUENT EVENTS

Note Purchase Agreement

On January 18, 2024, the Company, Venus USA, Venus Canada and Venus Ltd (the “Guarantors”) entered into a Note Purchase and Registration Rights Agreement (the “Note Purchase Agreement”) with EW Healthcare Partners, L.P. (“EW”) and EW Healthcare Partners-A, L.P. (“EW-A,” and together with EW, the “Investors”). Pursuant to the Note Purchase Agreement, the Company issued and sold to the Investors $2,000,000 in aggregate principal amount of secured subordinated convertible notes (the “2024 Notes”).

The terms of the 2024 Notes are described below under “2024 Notes.” The 2024 Notes are secured by a Guaranty and Security Agreement, dated January 18, 2024 (the “Security Agreement”), the terms of which are described below under “Security Agreement.”

Under the Note Purchase Agreement, the Company is required to file one or more demand shelf registration statements registering the resale of the shares of the Company’s common stock issuable upon conversion of the 2024 Notes. The Company is required to file the initial registration statement no later than March 18, 2024 and cause such registration statement to be declared effective by the SEC as soon as practicable thereafter.

The Note Purchase Agreement contains customary representations, warranties and covenants by the Company, as well as indemnification obligations of the Company, including for liabilities under the Securities Act and other obligations of the parties.

2024 Notes

The 2024 Notes accrue interest at a rate equal to the 90-day adjusted term Secured Overnight Financing Rate (SOFR) plus 8.50% per annum; provided, however, that if there is an Event of Default (as defined below), the then-applicable interest rate will increase by 4.00% per annum. Interest is payable in kind in arrears on the last business day of each calendar quarter of each year after the original issuance date, beginning on March 31, 2024. The 2024 Notes mature on December 9, 2025, unless earlier redeemed or converted, at which time all outstanding principal and interest is payable in cash, except as described below.

At any time prior to the maturity date, a holder may convert the 2024 Notes at their option into shares of common stock at the then-applicable conversion rate. The initial conversion rate is 799.3605 shares of common stock per $1,000 principal amount of 2024 Notes, which represents an initial conversion price of approximately $1.251 per share of common stock. The conversion rate is subject to customary anti-dilution adjustments.

The 2024 Notes are redeemable, in whole and not in part, at the Company’s option at any time, at a redemption price equal to the principal amount of the 2024 Notes to be redeemed, plus accrued and unpaid interest, if any, to, the redemption date, plus a redemption premium. The Company’ redemption option is subject to satisfaction of the conditions set forth in the 2024 Notes, including that a registration statement covering the resale of the shares of common stock issuable upon conversion of the 2024 Notes is effective and available for use.

The 2024 Notes have customary provisions relating to the occurrence of “Events of Default,” as defined in the 2024 Notes. If an Event of Default occurs, then the Investors may, subject to the terms of the CNB Subordination Agreement (as defined below), (i) declare the outstanding principal amount of the 2024 Notes, all accrued and unpaid interest and all other amounts owing under the 2024 Notes and other transaction documents entered into in connection therewith to be immediately become due and payable, without any further action or notice by any person, and (ii) exercise all rights and remedies available to them under the 2024 Notes, the Security Agreement and any other document entered into in connection with the foregoing.

The 2024 Notes constitute the Company’s secured, subordinated obligations and are (i) equal in right of payment with the Company’s existing and future senior unsecured indebtedness; (ii) senior in right of payment to the Company’s existing and future indebtedness that is expressly subordinated to the 2024 Notes; and (iii) subordinated to the Company’s existing secured indebtedness in a manner consistent with the Existing Subordination Agreements (as defined below).

Security Agreement

On January 18, 2024, the Company and the Guarantors entered into the Security Agreement with EW, as collateral agent. Pursuant to the Security Agreement, the Guarantors jointly and severally guaranteed to the Investors the prompt payment of all outstanding amounts under the 2024 Notes when due. The Guarantors also granted to the Investors a security interest in substantially all of their assets to secure the obligations under the 2024 Notes.

Pursuant to the Security Agreement, during the continuance of an Event of Default under the 2024 Notes, if the Company is unable to repay all outstanding amounts under the 2024 Notes, the Investors may, subject to the terms of the CNB Subordination Agreement (as defined below), foreclose on the collateral to collateralize such indebtedness. Any such foreclosure could significantly affect the Company’s ability to operate its business.

The Security Agreement contains various covenants that limit the Company’s ability to engage in specified types of transactions. Subject to limited exceptions, these covenants include restrictions on the Company’s ability, to incur, create or permit to exist additional indebtedness, or liens, and to make certain changes to its ownership structure, in each case without the Investor’s consent.

CNB Subordination Agreement

On January 18, 2024, the Company and the Guarantors entered into a Subordination of Debt Agreement (the “CNB Subordination Agreement”) with CNB and the Investors.

The CNB Subordination Agreement provides that the 2024 Notes are subordinated to the Company’s existing secured indebtedness with CNB, in a manner consistent with the subordination of the Secured Subordinated Convertible Notes, dated October 4, 2023 (the “Madryn Notes”), issued to Madryn pursuant to those certain existing Subordination of Debt Agreements, dated as of December 8, 2020 entered into by the Company and the Guarantors, CNB, and Madryn (the “Existing Subordination Agreements”). The 2024 Notes and the Madryn Notes are secured by the same collateral, except that the 2024 Notes also receive a first priority perfected security interest and lien on the Company’s right to receive certain amounts from the Internal Revenue Service in respect of certain employee retention credits claimed by the Company (defined in the Notes as the “ERC Claim”).

Loan Modification Agreement

On January 18, 2024, the Company and the Guarantors entered into a Loan Modification Agreement (the “Loan Modification Agreement”) with CNB and Madryn. The Loan Modification Agreement amends the Loan and Security Agreement, dated December 8, 2020, between Venus USA and CNB (the “Original Main Street Loan Agreement”) to, among other things, satisfy the 2023 Minimum Deposit Requirements (as defined in the Loan Modification Agreement) and defer the testing of the Minimum Deposit Relationship obligations set forth in the Original Main Street Loan Agreement for the monthly periods ending on January 31, 2024, February 28, 2024 and March 31, 2024 until April 30, 2024.

Review of Strategic Alternatives

On January 24, 2024, the Company announced that its Board is evaluating potential strategic alternatives to maximize shareholder value. As part of the process, the Board is considering a full range of strategic alternatives, which may include one or more financings, mergers, reverse mergers, other business combinations, sales of assets, licensings or other transactions.

There can be no assurance that the evaluation of strategic alternatives will result in any transaction, nor can there be any assurance regarding any transaction’s timing or ultimate outcome. The Company has not set a timetable for completion of the process and does not intend to disclose developments related to the process unless and until the Company executes a definitive agreement with respect thereto, or the Board otherwise determines that further disclosure is appropriate or required.

Registered Direct Offering

On February 22, 2024, the Company, entered into a securities purchase agreement (the “SPA”) with certain institutional investors (each, a “2024 Investor”), pursuant to which the Company agreed to issue and sell to the 2024 Investors (i) in a registered direct offering, an aggregate of 817,748 shares of the Company’s common stock, at a price of $1.465 per share and (ii) in a concurrent private placement, warrants to acquire up to an aggregate of 817,748 shares of Common Stock (the “2024 Investor Warrants”), at an initial exercise price of $1.34 per share (the “Offering”).

The Shares were offered at-the-market under Nasdaq rules and pursuant to the Company’s shelf registration statement on Form S-3 initially filed by the Company with the Securities and Exchange Commission (the “SEC”) under the Securities Act, on October 15, 2021 and declared effective on October 25, 2021.

The 2024 Investor Warrants (and the shares of common stock issuable upon the exercise of the 2024 Investor Warrants) were not registered under the Securities Act and were offered pursuant to an exemption from the registration requirements provided under Section 4(a)(2) of the Securities Act. The 2024 Investor Warrants are exercisable upon issuance and will expire five years from the issuance date, and in certain circumstances may be exercised on a cashless basis. If the Company fails for any reason to deliver shares of common stock upon the valid exercise of the 2024 Investor Warrants within the prescribed period set forth in the 2024 Investor Warrants, the Company is required to pay the applicable holder liquidated damages in cash as set forth in the 2024 Investor Warrants.

A holder is not be entitled to exercise any portion of a 2024 Investor Warrant, if, after giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates and any other persons whose beneficial ownership of Common Stock would or could be aggregated with the holder’s for purposes of Section 13(d) or Section 16 of the Exchange Act would exceed 4.99%, or at the election of a 2024 Investor 9.99%, of the common stock outstanding after giving effect to the exercise. Such 4.99% limitation may be increased at the holder’s election upon 61 days’ notice to the Company, provided that such percentage may not exceed 9.99%.

On February 27, 2024, the Company closed the Offering, raising gross proceeds of approximately $1.2 million before deducting placement agent fees and other offering expenses payable by the Company.

Under the SPA, no later than March 8, 2024, the Company is required to file a registration statement on Form S-3 (or other appropriate form if the Company is not then S-3 eligible) registering the resale of the shares of common stock issued or issuable upon exercise of the 2024 Investor Warrants. The Company is required to use commercially reasonable efforts to cause such registration to become effective within 45 days of the closing date of the Offering (or within 75 days following the closing of the Offering in case of “full review” of the registration statement by the SEC), and to keep the registration statement effective at all times until no 2024 Investor owns any 2024 Investor Warrants or shares issuable upon exercise thereof.

The SPA contains customary representations, warranties and covenants by the Company, among other customary provisions.

H.C. Wainwright & Co., LLC (“HCW”) acted as the Company’s placement agent in connection with Offering. The Company paid HCW consideration consisting of (i) a cash fee equal to 7.0% of the aggregate gross proceeds in the Offering, (ii) a management fee equal to 1.0% of the aggregate gross proceeds in the Offering, (iii) reimbursement of certain expenses and (iv) warrants to acquire up to an aggregate of 57,242 shares of common stock (the “Placement Agent Warrants”). The Placement Agent Warrants are similar to the 2024 Investor Warrants, except that the initial exercise price of the Placement Agent Warrants is $1.8313 per share.

Note 15 - Income Taxes - Reconciliation of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Loss before income taxes	$ (37,121)	$ (44,306)
Theoretical tax benefit at the statutory rate (21% in 2023 and 2022)	(7,796)	(9,304)
Differences in jurisdictional tax rates	(1,465)	(1,671)
Valuation allowance	8,452	10,015
Non-deductible expenses	1,059	803
Other	(321)	(565)
Total benefit for income taxes	(71)	(722)
Net loss	$ (37,050)	$ (43,584)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(11))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479557/942-235-S99-1

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 25
-Paragraph 1
-SubTopic 20
-Topic 940
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481913/940-20-25-1

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

+ Details

Note 11 - Madryn Long-term Debt and Convertible Notes (Tables)

12 Months Ended

Dec. 31, 2023

Secured Subordinated Convertible Notes [Member]

Notes Tables

Schedule of Maturities of Long-Term Debt [Table Text Block]

	*As of December 31, 2023*
2024	$	-
2025		30,952
Total	$	30,952

Note 15 - Income Taxes - Schedule of Geographical Breakdown of Loss Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
United States	$ (41,197)	$ (32,045)
Other jurisdictions	4,076	(12,261)
Loss before income taxes	$ (37,121)	$ (44,306)

- Definition

+ References

+ Details

Note 5 - Accounts Receivable

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Trade and Financing Receivables [Text Block]

5. ACCOUNTS RECEIVABLE

The Company’s products may be sold under subscription agreements with unencumbered title passing to the customer at the end of the lease term, which is generally 36 months. These arrangements are considered to be sales-type leases, where the present value of all cash flows to be received under the agreement is recognized upon shipment to the customer as lease revenue.

A financing receivable is a contractual right to receive money, on demand or on fixed or determinable dates, that is recognized as an asset on the Company’s consolidated balance sheets. The Company’s financing receivables, consisting of sales-type leases, totaled $32,393 and $40,377 at December 31, 2023 and 2022, respectively, and are included in accounts receivable and long-term receivables on the consolidated balance sheets. The Company evaluates the credit quality of an obligor at lease inception and monitors credit quality over the term of the underlying transactions.

The Company performed an assessment of the allowance for expected credit losses as of December 31, 2023 and 2022. Based upon such assessment, the Company recorded an allowance for expected credit losses totaling $7,415 and $13,619 as of December 31, 2023 and 2022, respectively. The balance as of December 31, 2023 includes $0.5 million due to the adoption of revised guidance of ASC 326 "Financial Instruments – Credit Losses" (Topic 326) Measurement of Credit Losses on Financial Instruments.

A summary of the Company’s accounts receivables is presented below:

	*As of December 31,*
	*2023*			*2022*
Gross accounts receivable	$	47,884		$	70,925
Unearned income		(2,139	)		(3,354	)
Allowance for expected credit losses		(7,415	)		(13,619	)
	$	38,330		$	53,952
Reported as:
Current trade receivables	$	29,151		$	37,262
Current unearned interest income		(1,468	)		(2,397	)
Long-term trade receivables		11,318			20,044
Long-term unearned interest income		(671	)		(957	)
	$	38,330		$	53,952

Current subscription agreements are reported as part of accounts receivable. The following are the contractual commitments, net of allowance for expected credit losses, to be received by the Company over the next 5 years:

			December 31,
	Total		2024		2025		2026		2027		2028
Current financing receivables, net of allowance of $486	$	21,075	$	21,075	$	—	$	—	$	—	$	—
Long-term financing receivables, net of allowance of $77		11,318		—		8,923		2,327		68		—
	$	32,393	$	21,075	$	8,923	$	2,327	$	68	$	—

Accounts receivable do not bear interest and are typically not collateralized. The Company performs credit evaluations on new and existing customers' financial condition and maintains an allowance for expected credit losses. Uncollectible accounts are charged to expense when deemed uncollectible, and accounts receivable are presented net of an allowance for expected credit losses. Accounts receivable are deemed past due in accordance with the contractual terms of the agreement. Actual losses may differ from the Company’s estimates and could be material to its consolidated financial position, results of operations and cash flows.

The allowance for expected credit losses consisted of the following activity:

	*As of December 31,*
	*2023*			*2022*
Balance at beginning of year	$	13,619		$	11,997
Write-offs		(7,554	)		(5,715	)
Provision		1,350			7,337
Balance at end of year	$	7,415		$	13,619

Note 6 - Select Balance Sheet and Statement of Operations Information

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Balance Sheet and Income Statement Disclosures [Text Block]

6. SELECT BALANCE SHEET AND STATEMENT OF OPERATIONS INFORMATION

Inventory

Inventory consists of the following:

	*December 31,*
	*2023*		*2022*
Raw materials	$	1,949	$	2,478
Work-in-progress		2,048		2,112
Finished goods		19,075		19,316
Total inventory	$	23,072	$	23,906

Additions to inventory are primarily comprised of newly produced units and applicators, refurbishment cost from demonstration units and used equipment which were reacquired during the year from upgraded sales. The Company expensed $22,687 ($31,555 in 2022) in cost of goods sold during the year. The balance of cost of goods sold represents the sale of applicators, parts, consumables and warranties.

The Company provides for excess and obsolete inventories when conditions indicate that the inventory cost is not recoverable due to physical deterioration, usage, obsolescence, reductions in estimated future demand and reductions in selling prices. Inventory provisions are measured as the difference between the cost of inventory and net realizable value to establish a lower cost basis for the inventories. As of December 31, 2023, a provision for obsolescence of $2,733 ($3,258 in 2022) was taken against inventory.

Property and Equipment, Net

Property and equipment, net consist of the following:

		*December 31,*
	*Useful Lives (in years)*	*2023*			*2022*
Lab equipment tooling and molds	4 – 10	$	4,356		$	4,356
Office furniture and equipment	6 – 10		1,223			1,240
Leasehold improvements	up to 10		854			794
Computers and software	3		919			906
Vehicles	5 – 7		37			37
Demo units	5		214			214
Total property and equipment			7,603			7,547
Less: Accumulated depreciation			(6,281	)		(5,690	)
Total property and equipment, net		$	1,322		$	1,857

Depreciation expense amounted to $642 and $990 for the years ended December 31, 2023 and 2022.

Other Current Assets

	*December 31,*
	*2023*		*2022*
Government remittances ⁽¹⁾	$	1,336	$	1,602
Consideration receivable from subsidiaries sale		85		629
Deferred financing costs		1		301
Sundry assets and miscellaneous		503		1,170
Total other current assets	$	1,925	$	3,702

⁽¹⁾	Government remittances are receivables from the local tax authorities for refunds of sales taxes and income taxes.

Accrued Expenses and Other Current Liabilities

	*December 31,*
	*2023*		*2022*
Payroll and related expense	$	2,260	$	2,244
Accrued expenses		3,924		5,045
Commission accrual		2,385		3,761
Sales and consumption taxes		3,868		5,617
Total accrued expenses and other current liabilities	$	12,437	$	16,667

Warranty Accrual

The following table provides the details of the change in the Company’s warranty accrual:

	*December 31,*
	*2023*			*2022*
Balance as of the beginning of the year	$	1,482		$	1,753
Warranties issued during the year		933			993
Warranty costs incurred during the year		(1,052	)		(1,264	)
Balance at the end of the year	$	1,363		$	1,482
Current		1,029			1,074
Long-term		334			408
Total	$	1,363		$	1,482

Finance Expenses

The following table provides the details of the Company’s finance expenses:

	*Year Ended December 31,*
	*2023*		*2022*
Interest expense	$	6,629	$	4,297
Accretion on long-term debt and amortization of fees		264		264
Total finance expenses	$	6,893	$	4,561

Note 14 - Stockholders Equity

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Equity [Text Block]

14. STOCKHOLDERS' EQUITY

Common Stock

The Company’s common stock confers upon its holders the following rights:

•

The right to participate and vote in the Company’s stockholder meetings, whether annual or special. Each share will entitle its holder, when attending and participating in the voting in person or via proxy, to one vote;

•

The right to a share in the distribution of dividends, whether in cash or in the form of bonus shares, the distribution of assets or any other distribution pro rata to the par value of the shares held by them; and

•

The right to a share in the distribution of the Company’s excess assets upon liquidation pro rata to the par value of the shares held by them.

Reverse Stock Split

At the annual and special meeting of the Company's shareholders held on May 10, 2023, the Company's shareholders granted the Company's Board of Directors discretionary authority to implement the Reverse Stock Split and to fix the specific consolidation ratio within a range of one-for-five (1-for-5) to one-for-fifteen (1 for 15). On May 11, 2023, the Company filed an amendment to the Company’s Certificate of Incorporation to implement the Reverse Stock Split based on a one-for-fifteen (1-for-15) consolidation ratio. The Company’s common shares began trading on the Nasdaq Capital Market on a reverse split-adjusted basis under the Company’s existing trade symbol “VERO” at the opening of the market on May 12, 2023. In accordance with U.S. GAAP, the change has been applied retroactively.

Equity Purchase Agreement with Lincoln Park

On June 16, 2020, the Company entered into the Equity Purchase Agreement with Lincoln Park, which provides that, upon the terms and subject to the conditions and limitations set forth therein, the Company may sell to Lincoln Park up to $31,000 worth of shares of its common stock, par value $0.0001 per share, pursuant to its shelf registration statement. The purchase price of shares of common stock related to a future sale will be based on the then prevailing market prices of such shares at the time of sales as described in the Equity Purchase Agreement. The aggregate number of shares that the Company can sell to Lincoln Park under the Equity Purchase Agreement may in no case exceed 517,560 shares (subject to adjustment) of common stock (which is equal to approximately 19.99% of the shares of the common stock outstanding immediately prior to the execution of the Equity Purchase Agreement) (the “Exchange Cap”), unless (i) stockholder approval is obtained to issue shares above the Exchange Cap, in which case the Exchange Cap will no longer apply, or (ii) with Equity Purchase Agreement equals or exceeds $59.6325 per share (subject to adjustment) (which represents the minimum price, as defined under Nasdaq Stock Market LLC ("Nasdaq") Listing Rule 5635(d), on the Nasdaq Global Market immediately preceding the signing of the Equity Purchase Agreement, such that the transactions contemplated by the Equity Purchase Agreement are exempt from the Exchange Cap limitation under applicable Nasdaq rules. Also, at no time may Lincoln Park (together with its affiliates) beneficially own more than 9.99% of the Company’s issued and outstanding common stock. Concurrently with entering into the Equity Purchase Agreement, the Company also entered into a registration rights agreement with Lincoln Park, pursuant to which it agreed to provide Lincoln Park with certain registration rights related to the shares of common stock issued under the Equity Purchase Agreement (the “Registration Rights Agreement”).

From commencement to expiry on July 1, 2022, the Company issued and sold to Lincoln Park 229,139 shares of its common stock at an average price of $40.50 per share, and 13,971 of these shares were issued to Lincoln Park as a commitment fee in connection with entering into the Equity Purchase Agreement (the “Commitment Shares”). The total value of the Commitment Shares of $620 together with the issuance costs of $123 were recorded as deferred issuance costs in the consolidated balance sheet at inception and were amortized into consolidated statements of stockholders’ equity proportionally based on proceeds received during the term of the Equity Purchase Agreement. In 2022, the Company issued 26,666 shares of its common stock and the proceeds from common stock issuances as of December 31, 2022 were $272, with no issuance costs. The proceeds in the amount of $272 were recorded in the condensed consolidated statements of cash flows as net cash proceeds from issuance of common stock. The Equity Purchase Agreement expired on July 1, 2022, and was replaced with the 2022 LPC Purchase Agreement discussed below.

2022 LPC Purchase Agreement with Lincoln Park

On July 12, 2022, the Company entered into the 2022 LPC Purchase Agreement with Lincoln Park, as the Equity Purchase Agreement expired on July 1, 2022. The 2022 LPC Purchase Agreement provides that, upon the terms and subject to the conditions and limitations set forth therein, the Company may sell to Lincoln Park up to $11,000 of shares (the “Purchase Shares”) of its common stock, par value $0.0001 per share. Concurrently with entering into the 2022 LPC Purchase Agreement, the Company also entered into a registration rights agreement (the “2022 LPC Registration Rights Agreement”) with Lincoln Park, pursuant to which it agreed to provide Lincoln Park with certain registration rights related to the shares issued under the 2022 LPC Purchase Agreement. The aggregate number of shares that the Company can issue to Lincoln Park under the 2022 LPC Purchase Agreement may not exceed 858,224 shares of common stock, which is equal to 19.99% of the shares of common stock outstanding immediately prior to the execution of the 2022 LPC Purchase Agreement (the “2022 Exchange Cap”), unless (i) stockholder approval is obtained to issue shares of common stock in excess of the 2022 Exchange Cap, in which case the 2022 Exchange Cap will no longer apply, or (ii) the average price of all applicable sales of common stock to Lincoln Park under the 2022 LPC Purchase Agreement equals or exceeds the lower of (i) the Nasdaq official closing price immediately preceding the execution of the 2022 LPC Purchase Agreement or (ii) the arithmetic average of the five Nasdaq official closing prices for the common stock immediately preceding the execution of the 2022 LPC Purchase Agreement, plus an incremental amount to take into account the issuance of the commitment shares to Lincoln Park under the 2022 LPC Purchase Agreement, such that the transactions contemplated by the 2022 LPC Purchase Agreement are exempt from the 2022 Exchange Cap limitation under applicable Nasdaq rules. In all instances, the Company may not sell shares of its common stock to Lincoln Park under the 2022 LPC Purchase Agreement if it would result in Lincoln Park beneficially owning more than 9.99% of the outstanding shares of common stock. Upon execution of the 2022 LPC Purchase Agreement, the Company issued 45,701 shares of common stock to Lincoln Park as a commitment fee in connection with entering into the 2022 LPC Purchase Agreement at the total amount of $330. Through December 31, 2022, the Company issued an additional 433,336 shares of common stock to Lincoln Park at an average price of $4.54 per share for a total value of $1,970. Through December 31, 2023, the Company issued an additional 343,116 shares of common stock to Lincoln Park at an average price of $3.23 per share for a total value of $1,109. Further information regarding the 2022 LPC Purchase Agreement is contained in the Company’s Form 8-K filed with the SEC on July 12, 2022.

The 2021 Private Placement

On December 15, 2021, we entered into a securities purchase agreement pursuant to which we issued and sold to certain investors (collectively the "2021 Investors") an aggregate of 653,894 shares of our common stock and 252,717 shares of our non-voting convertible preferred stock (the “Non-Voting Preferred Stock”), par value $0.0001 per share, which are convertible upon receipt of a valid conversion notice by the Company from a 2021 Investor ("2021 Private Placement"). The gross proceeds from the securities sold in the 2021 Private Placement was $17.0 million. The costs incurred with respect to the 2021 Private Placement totaled $0.3 million and were recorded as a reduction of the 2021 Private Placement proceeds in the consolidated statements of stockholders’ equity. These Non-Voting Preferred Stock shares were subsequently converted to common stock upon issuance of the 2022 Private Placement described below.

Non-Voting Preferred Stock issued in December 2021

As noted above, in December 2021, the Company issued and sold to the 2021 Investors an aggregate of 252,717 shares of the Non-Voting Preferred Stock. The terms of the Non-Voting Preferred Stock were governed by a Certificate of Designation filed by the Company with the Secretary of State of the State of Delaware on December 14, 2021. On May 15, 2023, the Company filed with the Delaware Secretary of State a Certificate of Elimination with respect to the Company’s Non-Voting Preferred Stock, thereby returning the unused share balance to the status of authorized but unissued shares of “blank check” preferred stock of the Company. Refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC for a summary of the material terms and information regarding the issuance of the Non-Voting Preferred Stock.

The 2022 Private Placement

In November 2022, we entered into a securities purchase agreement with certain investors (collectively, the "2022 Investors") pursuant to which the Company issued and sold to the 2022 Investors an aggregate of 116,668 shares of common stock, par value $0.0001 per share, and 3,185,000 shares of voting convertible preferred stock, par value $0.0001 per share (the "Voting Preferred Stock"), which are convertible into 2,123,443 shares of common stock upon receipt of a valid conversion notice from a 2022 Investor or at the option of the Company within 30 days following the occurrence of certain events (the "2022 Private Placement"). The 2022 Private Placement was completed on November 18, 2022. The gross proceeds from the securities sold in the 2022 Private Placement was $6,720. The costs incurred with respect to the 2022 Private Placement totaled $202 and were recorded as a reduction of the 2022 Private Placement proceeds in the consolidated statements of stockholders' equity. Further information regarding the 2022 Private Placement is contained in the Company’s Form 8-K filed with the SEC on November 18, 2022.

Voting Preferred Stock issued in November 2022

As noted above, in November 2022, the Company issued and sold to certain 2022 Investors an aggregate of 3,185,000 shares of Voting Preferred Stock. The terms of the Voting Preferred Stock are governed by a Certificate of Designation filed by the Company with the Secretary of State of the State of Delaware on November 17, 2022. The following is a summary of the material terms of the Voting Preferred Stock:

•

Voting Rights. The Voting Preferred Stock votes with the Common Stock on an as-converted basis.

•

Liquidation. Each share of Voting Preferred Stock carries a liquidation preference, senior to the Common Stock, in an amount equal to the greater of (a) $30.00 (being the issuance price) and (b) the amount that would be distributed in respect of such share of Voting Preferred Stock if it were converted into Common Stock and participated in such liquidating distribution with the other shares of Common Stock.

•

Conversion. The Voting Preferred Stock will convert into shares of Common Stock on a one for 0.6667 basis (i) at the option of a 2022 Investor upon delivery of a valid conversion notice to the Company or (ii) at the option of the Company within 30 days following the earlier to occur of (a) the date on which the volume-weighted average price of the Common Stock has been greater than or equal to $18.75 for 30 consecutive trading days and (b) the date on which the Company has reported two consecutive fiscal quarters of positive cash flow.

•

Dividends. Each share of Voting Preferred Stock is entitled to participate in dividends and other non-liquidating distributions (if, as and when declared by the Board of the Company) on an as-converted basis, pari passu with the Common Stock.

•

Redemption. The Voting Preferred Stock is not redeemable at the election of the Company or at the election of the holder.

•

Maturity. The Voting Preferred Stock shall be perpetual unless converted.

The 2023 Multi-Tranche Private Placement

In May 2023, we entered into a securities purchase agreement (the "2023 Multi-Tranche Private Placement Stock Purchase Agreement") with certain investors (collectively, the "2023 Investors") pursuant to which the Company may issue and sell to the 2023 Investors up to $9,000,000 in shares (the "2023 Multi-Tranche Private Placement") of newly-created senior convertible preferred stock, par value $0.0001 per share (the “Senior Preferred Stock”), in multiple tranches from time to time until December 31, 2025, subject to a minimum aggregate purchase amount of $0.5 million in each tranche. The initial sale in the 2023 Multi-Tranche Private Placement occurred on May 15, 2023, under which the Company sold the 2023 Investors 280,899 shares of Senior Preferred Stock for an aggregate purchase price of $2.0 million (the "Initial Placement"). The Company used the proceeds of the Initial Placement, after the payment of transaction expenses, for general working capital purposes. The following is a summary of the material terms of the Senior Preferred Stock:

•

Voting Rights. The Senior Preferred Stock has aggregate number of votes equal to the product of (a) the quotient of (i) the aggregate purchase price paid under the Stock Purchase Agreement for all shares of Senior Preferred Stock issued and outstanding as of such time, divided by (ii) the highest purchase price paid by a holder for a share of Senior Preferred Stock prior to or as of such time, multiplied by (b) two. Such formula ensures that no share of senior preferred stock will ever have more than two votes per share, with such number of votes subject to reduction (but not increase) depending on the pricing of future sales of Senior Preferred Stock in the Private Placement. The Senior Preferred Stock votes with the Company’s common stock on all matters submitted to holders of common stock and does not vote as a separate class.

•

Liquidation. Each share of Senior Preferred Stock carries a liquidation preference, senior to the Common Stock and Voting Preferred Stock, in an amount equal to the product of the Purchase Price for such share, multiplied by 2.50.

•

Conversion. The Senior Preferred Stock will convert into shares of Common Stock on a one for 2.6667 basis at the option of (a) the investors at any time or (b) the Company within 30 days following the date on which the 30-day volume-weighted average price of the common stock exceeds the product of (i) the Purchase Price for the shares of senior preferred stock to be converted, multiplied by (ii) 2.75.

•

Dividends. Each share of Senior Preferred Stock is entitled to participate in dividends and other non-liquidating distributions (if, as and when declared by the Board of the Company) on an as-converted basis, pari passu with the Common Stock and Voting Preferred Stock.

•

Redemption. The Senior Preferred Stock is not redeemable at the election of the Company or at the election of the holder.

•

Maturity. The Senior Preferred Stock shall be perpetual unless converted.

On July 6, 2023, the Company and the 2023 Investors entered into an amendment to the 2023 Multi-Tranche Private Placement Stock Purchase Agreement (the “Multi-Tranche Amendment”). The Multi-Tranche Amendment (a) clarifies the appropriate date pursuant to which the purchase price for each share of Senior Preferred Stock to be sold in the Private Placement is determined (such that the purchase price shall be equal to the “Minimum Price” as set forth in Nasdaq Listing Rule 5635(d)) and (b) permits the Company to specify a desired closing date (subject to approval by the 2023 Investors) for each sale in the 2023 Multi-Tranche Private Placement.

On July 12, 2023, the Company and the 2023 Investors consummated the second tranche in the 2023 Multi-Tranche Private Placement, under which the Company sold the 2023 Investors 500,000 shares of Senior Preferred Stock for an aggregate purchase price of $2.0 million (the “Second Placement”). The Company used the proceeds of the Second Placement, after the payment of transaction expenses, for general working capital purposes.

On September 8, 2023, the Company and the 2023 Investors consummated the third tranche in the 2023 Multi-Tranche Private Placement, under which the Company sold the 2023 Investors 292,398 shares of Senior Preferred Stock for an aggregate purchase price of $1.0 million (the "Third Placement", and together with the First Placement and Second Placement, the "Placements"). The Company used the proceeds of the Third Placement, after the payment of transaction expenses, for general working capital purposes.

On October 20, 2023, the Company and the 2023 Investors consummated the fourth tranche in the 2023 Multi-Tranche Private Placement, under which the Company sold the 2023 Investors 502,513 shares of Senior Preferred Stock for an aggregate purchase price of $2.0 million (the “Fourth Placement”). The Company used the proceeds of the Fourth Placement, after the payment of transaction expenses, for general working capital purposes.

Series X Preferred Stock

On October 4, 2023, the Company filed a Certificate of Designations with respect to the Series X Preferred Stock with the Secretary of State of the State of Delaware, thereby creating the Series X Preferred Stock. The Certificate of Designations authorizes the issuance of up to 400,000 shares of Series X Preferred Stock. The Series X Preferred Stock is convertible into shares of Common Stock on a one-for-ten basis, in whole or in part, at the option of the holder at any time upon delivery of a valid conversion notice of the Company; provided, however, that the Series X Preferred Stock is subject to limitations on convertibility to the extent necessary to comply with the rules and regulations of the Nasdaq. Each share of Series X Preferred Stock carries a liquidation preference, senior to the Common Stock, the Senior Preferred Stock and Voting Preferred Stock, in an amount equal to the Issuance Price, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or similar recapitalization with respect to the Common Stock. From the date of issuance until December 31, 2026, each share of Series X Preferred Stock accrues a dividend at a rate of 12.5% per annum. Such dividend is payable on a quarterly basis in cash or additional shares of Series X Preferred Stock, at the Company’s election. In addition, each share of Series X Preferred Stock is entitled to participate in dividends and other non-liquidating distributions, if, as and when declared by the Board, on a pari passu basis with the Common Stock, Senior Preferred Stock and Junior Preferred Stock. The following is a summary of the material terms of the Senior Preferred Stock:

•

Voting Rights. The holders of the Series X Preferred Stock shall be entitled to vote on all matters on which holders of Common Stock shall be entitled to vote, and shall be entitled to a number of votes equal to the Converted Stock Equivalent which is 10 common shares per 1 Series X Preferred stock.

•

Liquidation. Each share of Series X Preferred Stock carries a liquidation preference, senior to the Common Stock and Voting Preferred Stock, in an amount equal to the Unpaid Liquidation Preference at that time.

•

Conversion. The Series X Preferred Stock will convert into shares of Common Stock on a one for 10 basis at the option of the investors at any time.

•

Dividends. The Series X Preferred Stock accrues a dividend at a rate of 12.5% per annum, payable on a quarterly basis in cash or additional shares of Series X Preferred Stock, at the Company’s election. In addition, each share of Series X Preferred Stock is entitled to participate in dividends and other non-liquidating distributions, if, as and when declared by the Board, on a pari passu basis with the Common Stock, Senior Preferred Stock and Junior Preferred Stock.

•

Redemption. The Senior Preferred Stock is not redeemable at the election of the Company or at the election of the holder.

•

Maturity. The Senior Preferred Stock shall be perpetual unless converted, however dividends will stop accruing on December 31, 2026.

2010 Share Option Plan

In November 2010, the Board adopted a share option plan (the “2010 Share Option Plan”) pursuant to which shares of the Company’s common stock are reserved for issuance upon the exercise of options to be granted to directors, officers, employees and consultants of the Company. The 2010 Share Option Plan is administered by the Board, which designates the options and dates of grant. Options granted vest over a period determined by the Board, originally had a contractual life of seven years, which was extended to ten years in November 2017 and are non-assignable except by the laws of descent. The Board has the authority to prescribe, amend and rescind rules and regulations relating to the 2010 Share Option Plan, provided that any such amendment or rescindment that would adversely affect the rights of an optionee that has received or been granted an option shall not be made without the optionee’s written consent. As of December 31, 2023 and December 31, 2022, the number of shares of the Company’s common stock reserved for issuance and available for grant under the 2010 Share Option Plan was 28,168 (6,284 as of December 31, 2022).

2019 Incentive Award Plan

The 2019 Incentive Award Plan (the “2019 Plan”) was originally established under the name Restoration Robotics, Inc., as the 2017 Incentive Award Plan. It was adopted by the Board on September 12, 2017 and approved by the Company’s stockholders on September 14, 2017. The 2017 Incentive Award Plan was amended, restated, and renamed as set forth above, and was approved by the Company’s stockholders on October 4, 2019.

Under the 2019 Plan, 30,000 shares of common stock were initially reserved for issuance pursuant to a variety of stock-based compensation awards, including stock options, stock appreciation rights, performance stock awards, performance stock unit awards, restricted stock awards, restricted stock unit awards and other stock-based awards, plus the number of shares remaining available for future awards under the 2019 Plan as of the date we completed our business combination with Venus Ltd. and the business of Venus Ltd. became the primary business of the Company (the "Merger"). As of December 31, 2023, there were 71,412 of shares of common stock available under the 2019 Plan (18,715 as of December 31, 2022). The 2019 Plan contains an “evergreen” provision, pursuant to which the number of shares of common stock reserved for issuance pursuant to awards under such plan shall be increased on the first day of each year from 2020 and ending in 2029 equal to the lesser of (A) four percent (4.00%) of the shares of stock outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares of stock as determined by the Board.

The Company recognized stock-based compensation for its employees and non-employees in the accompanying consolidated statements of operations as follows:

	*Year Ended December 31,*
	*2023*		*2022*
Cost of sales	$	47	$	73
Selling and marketing		343		576
General and administrative		1,035		1,195
Research and development		144		260
Total stock-based compensation	$	1,569	$	2,104

Stock Options

The fair value of each option is estimated at the date of grant using the Black-Scholes option pricing formula with the following assumptions_:

	*Year Ended December 31,*
	*2023*			*2022*
Expected term (in years)		6.00			6.00
Risk-free interest rate		3.37-4.68	%		2.56-4.20	%
Expected volatility		42.93	%		42.77	%
Expected dividend rate		0	%		0	%

Expected Term—The expected term represents management’s best estimate for the options to be exercised by option holders.

Volatility—Since the Company does not have a trading history for its common stock, the expected volatility was derived from the historical stock volatilities of comparable peer public companies within its industry that are considered to be comparable to the Company’s business over a period equivalent to the expected term of the stock-based awards.

Risk-Free Interest Rate—The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date of grant for zero-coupon U.S. Treasury notes with maturities approximately equal to the stock-based awards’ expected term.

Dividend Rate—The expected dividend is zero as the Company has not paid nor does it anticipate paying any dividends on its common stock in the foreseeable future.

Fair Value of Common Stock— Prior to the Merger, Venus Ltd. used the price per share in its latest sale of securities as an estimate of the fair value of its ordinary shares. After the closing of the Merger, the fair value of the Company’s common stock is used to estimate the fair value of the stock-based awards at grant date.

The following table summarizes stock option activity under the Company’s stock option plan:

	*Number of Shares*			*Weighted- Average Exercise Price per Share, $*		*Weighted- Average Remaining Contractual Term*		*Aggregate Intrinsic Value*
Outstanding – January 1, 2023		849,613		$	25.05		8.23	$	209
Options granted		229,531			2.81		-		-
Options exercised		-			-		-		-
Options forfeited/cancelled		(97,310	)		25.37		-		-
Outstanding - December 31, 2023		981,834		$	19.85		7.58	$	—
Exercisable – December 31, 2023		396,267		$	36.44		6.24	$	—
Expected to vest – after December 31, 2023		585,567		$	8.62		8.48	$	—

The following tables summarize information about stock options outstanding and exercisable at December 31, 2023:

	Options Outstanding						Options Exercisable
Exercise Price Range	Number		Weighted average remaining contractual term (years)		Weighted average Exercise Price		Options exercisable		Weighted average remaining contractual term (years)		Weighted average Exercise Price
$1.90 - $54.60	933,055		7.79		$14.90		348,118		6.63		$25.59
$63.90 - $119.25	46,063		3.44		99.31		45,433		3.41		99.44
$186.75 - $382.50	1,627		4.74		271.15		1,627		4.74		271.15
$405.00 - $438.75	637		0.72		405.21		637		0.72		405.21
$650.25 - $958.50	452		2.68		696.15		452		2.68		696.15
		981,834		7.58	$	19.85		396,267		6.24	$	36.44

The aggregate intrinsic value of options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those options that had exercise prices lower than the fair value of the Company’s common stock. The total intrinsic value of options exercised were $nil and $nil for the years ended December 31, 2023 and 2022, respectively.

The weighted-average grant date fair value of options granted was $2.81 and $9.30 per share for the years ended December 31, 2023 and 2022, respectively. The fair value of options vested was $1,552 and $1,645 for the years ended December 31, 2023 and 2022, respectively.

Restricted Stock Units

The following table summarizes information about RSUs outstanding at December 31, 2023:

	*Number of Shares*			*Weighted- Average Grant Date Fair Value per Share, $*
Outstanding - January 1, 2023		25,918		$	19.50
RSUs forfeited/cancelled		(1,250	)		20.70
RSUs exercised		(24,668	)		19.40
Outstanding - December 31, 2023		—		$	—

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Note 5 - Accounts Receivable - Schedule of Contractual Commitments, Net of Allowance for Doubtful Accounts (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Financing receivables, net	$ 32,393
2024, financing receivables, net	21,075
2025, financing receivables, net	8,923
2026, financing receivables, net	2,327
2027, financing receivables, net	68
2028, financing receivables, net	0
Current Financing Receivables, Net Of Allowance [Member]
Financing receivables, net	21,075
2024, financing receivables, net	21,075
2025, financing receivables, net	0
2026, financing receivables, net	0
2027, financing receivables, net	0
2028, financing receivables, net	0
Noncurrent Financing Receivables, Net Of Allowance [Member]
Financing receivables, net	11,318
2024, financing receivables, net	0
2025, financing receivables, net	8,923
2026, financing receivables, net	2,327
2027, financing receivables, net	68
2028, financing receivables, net	$ 0

Note 9 - Commitments and Contingencies - Contractual Obligation Maturity (Details) $ in Thousands	Dec. 31, 2023 USD ($)
2024	$ 10,006
2025	0
2026	0
2027	0
2028	0
Thereafter	0
Total	$ 10,006

Note 17 - Related Party Transactions

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

17. RELATED PARTY TRANSACTIONS

All amounts were recorded at the exchange amount, which is the amount established and agreed to by the related parties. The following are transactions between the Company and parties related through employment.

Distribution agreements

On January 1, 2018, the Company entered into a Distribution Agreement with Technicalbiomed Co., Ltd. (“TBC”), pursuant to which TBC will distribute the Company’s products in Thailand. A former senior officer of the Company is a 30.0% shareholder of TBC. For the year ended December 31, 2023 and 2022, TBC purchased products in the amount of $322 and $951, respectively, under this distribution agreement. These sales are included in products and services revenue. These sales are included in products and services revenue. TBC is no longer a related party as of December 31, 2023.

In 2020, the Company made several strategic decisions to divest itself of underperforming direct sales offices and sold its share in several subsidiaries, including its 55.0% shareholding in Venus Concept Singapore Pte. Ltd. ("Venus Singapore"). On January 1, 2021, the Company entered into a distribution agreement with Aexel Biomed Pte Ltd. (“Aexel Biomed”), formerly Venus Singapore, pursuant to which Aexel Biomed will continue to distribute the Company’s products in Singapore. A former senior officer of the Company is a 45.0% shareholder of Aexel Biomed. During the year ended December 31, 2023 and 2022, Aexel Biomed purchased products in the amount of $122 and $441, respectively, under the distribution agreement. These sales are included in products and services revenue. Aexel Biomed is no longer a related party as of December 31, 2023.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
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-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Note 16 - Segment and Geographic Information (Tables)

12 Months Ended

Dec. 31, 2023

Notes Tables

Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block]

	*Year Ended December 31,*
	*2023*		*2022*
United States	$	43,454	$	52,101
International		32,900		47,396
Total revenue	$	76,354	$	99,497

Revenue from External Customers by Products and Services [Table Text Block]

	*Year Ended December 31,*
	*2023*		*2022*
Lease revenue	$	20,504	$	35,267
System revenue		41,874		47,906
Product revenue		10,563		13,316
Service revenue		3,413		3,008
Total revenue	$	76,354	$	99,497

Note 9 - Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2023

Notes Tables

Contractual Obligation, Fiscal Year Maturity [Table Text Block]

Years ending December 31,	*Purchase and Service Commitments*
2024	$	10,006
2025		—
2026		—
2027		—
2028		—
Thereafter		—
Total	$	10,006

Note 13 - Common Stock Reserved for Issuance (Tables)

12 Months Ended

Dec. 31, 2023

Notes Tables

Schedule of Common Stock Reserved for Issuance [Table Text Block]

	*December 31, 2023*		*December 31, 2022*
Outstanding common stock warrants		1,061,930		1,061,930
Outstanding stock options and RSUs		981,834		875,524
Preferred shares		8,889,221		2,123,443
Shares reserved for conversion of future non-voting preferred share issuance		—		80,617
Shares reserved for conversion of future voting preferred share issuance		5,844,213		609,891
Shares reserved for future option grants and RSUs		99,580		24,999
Shares reserved for Lincoln Park		711,180		1,054,299
Shares reserved for Madryn Noteholders		1,300,000		547,714
Total common stock reserved for issuance		18,887,958		6,378,417

Note 7 - Leases

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Lessee, Operating Leases [Text Block]

7. LEASES

The following presents the various components of lease costs.

	*Year Ended December 31,*
	*2023*		*2022*
Operating lease cost	$	1,933	$	1,943
Short-term lease cost		—		267
Total lease cost	$	1,933	$	2,210

The following table presents supplemental information relating to the cash flows arising from lease transactions. Cash payments related to short-term leases are not included in the measurement of operating lease liabilities, and as such, are excluded from the amounts below.

	*Year Ended December 31,*
	*2023*		*2022*
Operating cash outflows from operating leases	$	1,933	$	1,943

The following table presents the weighted-average lease term and discount rate for operating leases.

	*Year Ended December 31,*
	*2023*			*2022*
Operating leases
Weighted-average remaining lease term	2.8 yrs.			4.2 yrs.
Weighted-average discount rate		4.00	%		4.00	%

The following table presents a maturity analysis of expected undiscounted cash flows for operating leases on an annual basis for the next five years and thereafter.

Years ending December 31,	*Operating leases*
2024	$	1,526
2025		1,236
2026		1,046
2027		598
2028		554
Thereafter		—
Imputed Interest (1)		(208	)
Total	$	4,752

⁽¹⁾	Imputed interest represents the difference between undiscounted cash flows and cash flows.