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Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2019	Mar. 25, 2020	Jun. 29, 2019
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	FY
Trading Symbol	VERO
Entity Registrant Name	Venus Concept Inc.
Entity Central Index Key	0001409269
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Shell Company	false
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		32,194,285
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Security Exchange Name	NASDAQ
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.
Entity Address, Address Line Two	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
Document Annual Report	true
Document Transition Report	false
Entity Public Float			$ 26,468,409
Documents Incorporated by Reference	Documents to be Incorporated by Reference Certain information required in Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K (the "Annual Report") is incorporated by reference from our definitive Proxy Statement for our 2019 Annual Meeting of Stockholders (our "Proxy Statement") which will be filed with the Securities and Exchange Commission (the "SEC") within 120 days after the end of the fiscal year ended December 31, 2019.

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
CURRENT ASSETS:
Cash and cash equivalents	$ 15,666	$ 6,739
Restricted cash	83	19
Accounts receivable, net of allowance of $10,494 and $4,408 as of December 31, 2019, and 2018	58,977	42,663
Inventories	18,844	20,261
Deferred expenses	59	620
Prepaid expenses	2,523	1,148
Advances to suppliers	450	1,732
Other current assets	3,101	1,423
Total current assets	99,703	74,605
LONG-TERM ASSETS:
Long-term receivables	35,656	38,201
Deferred tax assets	622	297
Severance pay funds	710	791
Property and equipment, net	4,648	3,381
Intangible assets	22,338	5,252
Goodwill	27,450	2,603
Total long-term assets	91,424	50,525
TOTAL ASSETS	191,127	125,130
CURRENT LIABILITIES:
Line of credit	7,789	5,655
Trade payables	9,401	8,625
Accrued expenses and other current liabilities	21,120	10,880
Taxes payable	2,172	407
Unearned interest income	3,942	3,849
Warranty accrual	1,254	495
Deferred revenues	2,495	163
Total current liabilities	48,173	30,074
LONG-TERM LIABILITIES:
Long-term debt	61,229	50,892
Accrued severance pay	827	835
Deferred tax liabilities	1,017	1,893
Unearned interest income	1,681	1,752
Warranty accrual	723	841
Other long-term liabilities	799	2,388
Total long-term liabilities	66,276	58,601
TOTAL LIABILITIES	114,449	88,675
Commitments and Contingencies (Note 9)
STOCKHOLDERS’ EQUITY (Note 1):
Common Stock, $0.0001 par value: 300,000,000 shares authorized as of December 31, 2019; 28,686,116 and 4,772,956 issued and outstanding as of December 31, 2019 and 2018, respectively	24	5
Additional paid-in capital (Note 1)	149,840	67,495
Accumulated deficit	(75,686)	(35,067)
TOTAL STOCKHOLDERS’ EQUITY	74,178	32,433
Non-controlling interests	2,500	4,022
Total equity	76,678	36,455
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	191,127	125,130
Series A Preferred Shares
STOCKHOLDERS’ EQUITY (Note 1):
Preferred shares
Series B Preferred Shares
STOCKHOLDERS’ EQUITY (Note 1):
Preferred shares
Series C Preferred Shares
STOCKHOLDERS’ EQUITY (Note 1):
Preferred shares
Series C-1 Preferred Shares
STOCKHOLDERS’ EQUITY (Note 1):
Preferred shares
Series D Preferred Shares
STOCKHOLDERS’ EQUITY (Note 1):
Preferred shares

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Accounts receivable, allowance	$ 10,494	$ 4,408
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	28,686,116	4,772,956
Common stock, shares outstanding	28,686,116	4,772,956
Series A Preferred Shares
Preferred stock, par value	$ 0.0003	$ 0.0003
Preferred stock, shares authorized	1,264,565	1,264,565
Preferred stock, shares issued	0	1,264,565
Preferred stock, shares outstanding	0	1,264,565
Series B Preferred Shares
Preferred stock, par value	$ 0.0003	$ 0.0003
Preferred stock, shares authorized	2,632,109	2,632,109
Preferred stock, shares issued	0	2,632,109
Preferred stock, shares outstanding	0	2,632,109
Series C Preferred Shares
Preferred stock, par value	$ 0.0003	$ 0.0003
Preferred stock, shares authorized	4,615,567	4,615,567
Preferred stock, shares issued	0	4,615,567
Preferred stock, shares outstanding	0	4,615,567
Series C-1 Preferred Shares
Preferred stock, par value	$ 0.0003	$ 0.0003
Preferred stock, shares authorized	56,983	56,983
Preferred stock, shares issued	0	56,983
Preferred stock, shares outstanding	0	56,983
Series D Preferred Shares
Preferred stock, par value	$ 0.0003	$ 0.0003
Preferred stock, shares authorized	647,189	647,189
Preferred stock, shares issued	0	647,189
Preferred stock, shares outstanding	0	647,189

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Revenue	$ 110,406	$ 102,614
Cost of goods sold	33,753	23,259
Gross profit	76,653	79,355
Operating expenses:
Selling and marketing	41,409	37,315
General and administrative	47,497	27,432
Research and development	8,034	7,047
Bad debt expense	9,991	10,928
Total operating expenses	106,931	82,722
Loss from operations	(30,278)	(3,367)
Foreign exchange loss	2,611	3,266
Finance expenses	7,549	5,361
Loss before income taxes	(40,438)	(11,994)
Income tax expense	1,857	2,215
Net loss	(42,295)	(14,209)
Loss attributable to stockholders of the Company	(40,619)	(14,959)
(Loss) income attributable to non-controlling interest	(1,676)	750
Net loss	$ (42,295)	$ (14,209)
Net loss per share:
Basic	$ (4.77)	$ (3.16)
Diluted	$ (4.77)	$ (3.16)
Weighted-average number of shares used in per share calculation:
Basic	8,517	4,733
Diluted	8,517	4,733
Leases
Revenue	$ 65,170	$ 71,540
Cost of goods sold	13,411	13,091
Products and Services
Revenue	45,236	31,074
Cost of goods sold	$ 20,342	$ 10,168

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Statement Of Income And Comprehensive Income [Abstract]
Net loss and comprehensive loss	$ (42,295)	$ (14,209)
Loss attributable to stockholders of the Company	(40,619)	(14,959)
Comprehensive (loss) income attributable to non-controlling interest	(1,676)	750
Comprehensive loss	$ (42,295)	$ (14,209)

- Definition

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

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+ Details

Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands	Total	Series A Preferred Shares	Series B Preferred Shares	Series C Preferred Shares	Series C-1 Preferred Shares	Series D Preferred Shares	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Non-controlling Interest
Beginning balance, value at Dec. 31, 2017	$ 42,761						$ 5	$ 60,048	$ (20,108)	$ 2,816
Beginning balance, shares at Dec. 31, 2017		1,264,565	2,632,109	4,615,567	56,983
Beginning balance, shares at Dec. 31, 2017							4,700,753
Equity issuance	6,915							6,915
Equity issuance, shares						647,189
Net loss - the Company	(14,959)								(14,959)
(Loss) income attributable to non-controlling interest	750									750
Acquisition of non-controlling interest	(477)							(933)		456
Options exercised	208							208
Options exercised, shares							72,203
Stock-based compensation	1,257							1,257
Balance — December 31, 2018 (as restated, Note 1) at Dec. 31, 2018	36,455						$ 5	67,495	(35,067)	4,022
Ending balance, shares at Dec. 31, 2018		1,264,565	2,632,109	4,615,567	56,983	647,189
Ending balance, shares at Dec. 31, 2018							4,772,956
Conversion of convertible preferred shares into common stock		(1,264,565)	(2,632,109)	(4,615,567)	(56,983)	(647,189)	9,216,413
Exchange of common stock in connection with the Merger	15,709							15,709
Exchange of common stock in connection with the Merger, shares							2,802,466
Exchange of options and warrants in connection with the Merger	121							121
Conversion of convertible promissory notes into common stock	36,958						$ 8	36,950
Conversion of convertible promissory notes into common stock, shares							4,074,565
Concurrent Financing shares and warrants, net of costs	26,501						$ 11	26,490
Concurrent Financing shares and warrants, net of costs, shares							7,483,980
Equity issuance	702							702
Equity issuance, shares							160,000
Issuance of Solar 2019 Warrants	137							137
Net loss - the Company	(40,619)								(40,619)
(Loss) income attributable to non-controlling interest	(1,676)									(1,676)
Acquisition of non-controlling interest	(123)							(277)		154
Options exercised	$ 355							355
Options exercised, shares	175,736						175,736
Stock-based compensation	$ 2,158							2,158
Balance — December 31, 2018 (as restated, Note 1) at Dec. 31, 2019	$ 76,678						$ 24	$ 149,840	$ (75,686)	$ 2,500
Ending balance, shares at Dec. 31, 2019							28,686,116

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (42,295)	$ (14,209)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	2,040	1,340
Stock-based compensation	2,158	1,257
Bad debt expense	9,991	10,928
Provision for inventory obsolescence	1,439	470
Issuance of 2019 Solar warrants	137
Financing fees	258	355
Accretion on long-term debt	144	144
Capitalized interest on debt		939
Interest on convertible promissory notes	599
Deferred tax (benefit) expense	(1,132)	436
Change in fair value of earn-out liability	533
Unrealized foreign exchange loss	(626)
Changes in operating assets and liabilities:
Accounts receivable short- and long-term	(21,093)	(38,162)
Inventories	6,430	(6,205)
Prepaid expenses	(855)	1,600
Other current assets	523	484
Other long-term assets	(154)
Trade payables	(5,968)	4,206
Accrued expenses and other current liabilities	9,571	1,728
Severance payments	81	(10)
Unearned interest income	22	891
Other long-term liabilities	(1,398)	629
Net cash used in operating activities	(39,595)	(33,649)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash, cash equivalents and restricted cash acquired in connection with the Merger	7,409
Proceeds from sale of property and equipment	98
Purchases of property and equipment	(1,123)	(1,155)
Acquisition of business		(7,502)
Net cash used in investing activities	6,384	(8,657)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of long-term debt, net of financing fees	9,740	14,194
Issuance of loan to Restoration Robotics, Inc.	(4,500)
Drawdown of line-of-credit	2,134	5,655
Proceeds from Concurrent Financing, net of costs of $1,564	26,501
Issuance of convertible promissory notes	29,050
Payment under Solar loan and security agreement	(20,000)
Acquisition of non-controlling interest		(477)
Equity issuance, net of fees		6,915
Payment of earn-out liability	(828)
Installment payments	(250)
Proceeds from exercise of options	355	208
Net cash provided by financing activities	42,202	26,495
Effect of exchange rate changes on cash and cash equivalents		2,375
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH	8,991	(13,436)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of year	6,758	20,194
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH — End of year	15,749	6,758
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for income taxes	1,087	524
Cash paid for interest	6,166	4,071
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION:
Issuance of shares to financial advisor	702
Conversion of convertible promissory notes into common stock	36,958
Fair value of net assets acquired in the Merger	15,830
Redemption of notes receivable as a part of purchase consideration in connection with the Merger	4,558
Acquisition of non-controlling interest	$ 123
Earn-out liability		$ 1,177

Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Statement Of Cash Flows [Abstract]
Concurrent financing, net of costs	$ 1,564	$ 1,564

Nature of Operations

12 Months Ended

Dec. 31, 2019

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Nature of Operations

1. Nature of Operations

Venus Concept Inc. (formerly Restoration Robotics, 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 practice enhancement services. The Company’s aesthetic systems have been designed on a cost-effective, proprietary and flexible platform that enables 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 audited consolidated financial statements, the “Company”, “Venus Concept,” refers to Venus Concept Inc. and its subsidiaries on a consolidated basis.

Merger of Venus Concept Inc. with Venus Concept Ltd.

On November 7, 2019, the Company (formerly Restoration Robotics, Inc.), completed its business combination with Venus Concept Ltd., in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of March 15, 2019, as amended from time to time (the “Merger Agreement”), by and among the Company, Venus Concept Ltd. and Radiant Merger Sub Ltd., a company organized under the laws of Israel and a direct, wholly-owned subsidiary of the Company (“Merger Sub”). Under the Merger Agreement, Merger Sub merged with and into Venus Concept Ltd., with Venus Concept Ltd. surviving as a wholly owned subsidiary of the Company (the “Merger”). Following the completion of the Merger, the Company changed its corporate name to Venus Concept Inc. (“Name Change”), and the business conducted by Venus Concept Ltd. became the primary business conducted by the Company.

At the effective time of the Merger, each outstanding ordinary and preferred share of Venus Concept Ltd., other than shares held by Venus Concept Ltd. as treasury stock or held by the Company or Merger Sub, were converted into the right to receive 8.6506 (the “Exchange Ratio”) validly issued, fully paid and non-assessable shares of Common Stock of the Company, par value $0.0001 per share (“Common Stock”), and each outstanding stock option and warrant issued and outstanding by Venus Concept Ltd. was assumed by the Company and converted into and became an option or warrant (as applicable) exercisable for shares of Common Stock with the number and exercise price adjusted by the Exchange Ratio. The number of shares of Common Stock subject to each Venus Concept Ltd.’s stock option assumed by the Company was determined by multiplying (a) the number of Venus Concept Ltd. ordinary shares that were subject to such Venus Concept Ltd. stock option, as in effect immediately prior to the effective time of the Merger by (b) the Exchange Ratio and rounding the resulting number down to the nearest whole number of shares of Common Stock. The per share exercise price for the shares of Common Stock issuable upon exercise of each Venus Concept Ltd.’s stock option assumed by the Company was determined by dividing (a) the per share exercise price of Venus Concept Ltd.’s ordinary shares subject to such Venus Concept Ltd. stock option, as in effect immediately prior to the effective time of the Merger, by (b) the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent. The conversion of Venus Concept Ltd. stock options to the Company’s stock options was treated as a modification of the awards for accounting purposes.

The issuance of the shares of Common Stock to the former shareholders of Venus Concept Ltd. was registered with the Securities Exchange Commission (the “SEC”) on a registration statement on Form S-4 (Reg. No. 333-232000), which was declared effective on September 10, 2019. The Merger and additional related proposals were submitted to a vote of the Company’s stockholders pursuant to a proxy statement/prospectus statement dated September 10, 2019. The Merger and additional related proposals were approved by the Company’s stockholders at an annual meeting of its stockholders held on October 4, 2019, subject to the closing of the Merger. The Merger closed on November 7, 2019. Immediately following the effective time of the Merger, the Company effected a 15-for-1 reverse stock split of the Company’s Common Stock (“Reverse Stock Split”). The impact of the Merger and Reverse Stock Split has been retrospectively applied to prior periods in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

The shares of Common Stock listed on the Nasdaq Global Market traded through the close of business on November 7, 2019 under the ticker symbol “HAIR” and commenced trading on the Nasdaq Global Market under the ticker symbol “VERO” on a post-Reverse Stock Split basis on November 8, 2019. The Merger was accounted for as a business combination using the acquisition method of accounting under the provisions of Financial Accounting Standards Board, Accounting Standards Codification (“ASC”), Topic 805 “Business Combinations” (“ASC 805”). The Merger was accounted for as a reverse acquisition with Venus Concept Ltd. being deemed the acquiring company for accounting purposes. Under ASC 805, Venus Concept Ltd., as the accounting acquirer, recorded the assets acquired and liabilities assumed of Venus Concept Inc. in the Merger at their fair values as of the acquisition date (Note 4).

Venus Concept Ltd. was determined to be the accounting acquirer based on an analysis of the criteria outlined in ASC 805 and the facts and circumstances specific to the Merger, including the fact that immediately following the Merger: (1) Venus Concept Ltd. shareholders owned a substantial majority of the voting rights of the combined company; (2) Venus Concept Ltd. designated a majority (seven of nine) of the initial members of the board of directors of the combined company; and (3) Venus Concept Ltd. senior management held most key positions in senior management of the combined company. As a result, upon consummation of the Merger, the historical financial statements of the Venus Concept Ltd. became the historical financial statements of the combined organization.

Concurrent Financing

On November 3, 2019, the Company (formerly Restoration Robotics, Inc.) and Venus Concept Ltd. entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors (collectively, the “Investors”) pursuant to which the Company agreed to issue and sell to the Investors in a private placement an aggregate of 7,483,980 shares (the “Concurrent Financing Shares”) of the Company Common Stock, par value $0.0001 per share, and warrants to purchase up to an aggregate of 3,741,990 shares (the “Warrant Shares”) of the Company common stock at an exercise price of $6.00 per share (the “Concurrent Financing Warrants” and, together with the Concurrent Financing Shares and the Concurrent Financing Warrant Shares, the “Securities”) immediately following the closing of the Merger (the “Concurrent Financing”). The gross proceeds from the Securities sold in the Concurrent Financing was $28,065.The costs incurred with respect to the Concurrent Financing amounted to $1,564 and were recorded in the consolidated statements of stockholders’ equity. The Concurrent Financing closed on November 7, 2019.

Loans from Venus Concept Ltd. to Restoration Robotics, Inc.

From July to September 2019 Venus Concept Ltd. loaned to Restoration Robotics, Inc. an aggregate of $4,500 in three installments, using the proceeds from the issuance of the Venus Concept Ltd.’s unsecured senior subordinated convertible promissory notes (see Note 10). The loans to Restoration Robotics, Inc. accrued interest at a rate of 8.00% per annum and matured on November 30, 2019. As a result of the Merger, these loans were effectively settled at the recorded amount, and no gain or loss was recognized (Note 4).

Restatement of Comparative Amounts

Venus Concept Ltd. previously classified the issuance of common stock shares and preferred shares as a credit to common stock. In accordance with U.S. GAAP, amounts issued in excess of par value are required to be accounted for in additional paid in capital (APIC). The error is a reclassification from common stock into APIC and has an overall immaterial impact on the consolidated statement of stockholders’ equity and consolidated balance sheet. Items previously reported have been reclassified to conform to U.S. GAAP and the reclassification did not have any impact on the Company’s consolidated statements of operations, consolidated statements of comprehensive loss, consolidated statements of cash flows and net loss per share calculations.

The following table summarizes the impact of the restatement adjustments on Venus Concept Ltd.’s previously reported consolidated financial statements:

	As previously reported		Adjustment			As restated
	$		$			$
Consolidated balance sheet and consolidated statement of stockholders' equity
January 1, 2018
Common Stock		49,978		(49,973	)		5
Additional paid in capital		10,075		49,973			60,048

December 31, 2018
Common Stock		57,101		(57,096	)		5
Additional paid in capital		10,399		57,096			67,495

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, 2019 and 2018, the Company had an accumulated deficit of $75,686 and $35,067, respectively. Further, during the year ended December 31, 2019, the Company was not in compliance with certain financial covenants contained in the credit agreements with City National Bank of Florida and Madryn Health Partners, L.P. for the nine months ended September 30, 2019 (see Notes 11 and 12). The Company was in compliance with all required covenants as of December 31, 2019. 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.

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 through borrowings and issuance of capital stock. The Company completed convertible promissory note offerings in June 2019 and August 2019 (see Note 10) and the Concurrent Financing described above. Subsequent to December 31, 2019 the Company completed a private placement of the common stock shares, preferred shares and warrants, as described in Note 19. 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.

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 assets amounts or amounts and classification of liabilities that might result from the uncertainty.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2019

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

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 of America (U.S. GAAP).

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 doubtful accounts, 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, earn-out liability, useful lives of intangible assets, impairment of long-lived assets and goodwill and valuation of acquired intangible assets and goodwill. 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 consolidated financial statements are presented in U.S. dollars.

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.

Restricted Cash

As of December 31, 2019, and 2018, the Company was required to hold $83 and $19, respectively, in a separate deposit account as collateral for rent and credit cards.

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 doubtful accounts is provided with respect to all balances for which collection is deemed to be doubtful.

Risks and Uncertainties

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 ongoing Food and Drug Administration (“FDA”) Quality System Regulation, or regulations in countries other than the United States, 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 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 at December 31, 2019 and 2018, the most significant financial liabilities are the line of credit, trade payables, accrued expenses and other current liabilities, earn-out liability and long-term debt.

Concentration of Customers

For the years ended December 31, 2019 and 2018, there were no customers accounting for more than 10% of the Company’s revenue. As of December 31, 2019 and 2018, there were no customers accounting for more than 10% of the Company’s accounts receivable.

Allowance for Doubtful Accounts

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 doubtful accounts. Uncollectible accounts are charged to expense when deemed uncollectible, and accounts receivable are presented net of an allowance for doubtful accounts. Accounts receivable are deemed past due in accordance with the contractual terms of the agreement. Actual losses may differ from our estimates and could be material to our consolidated financial position, results of operations and cash flows. The allowance for doubtful accounts was $10,494 and $4,408 at December 31, 2019 and 2018, respectively.

The allowance for doubtful accounts consisted of the following activity for years ended December 31, 2019 and 2018 (in thousands):

	As of December 31,
	2019			2018
Balance at beginning of year	$	4,408		$	2,417
Write-offs		(3,905	)		(8,937	)
Provision		9,991			10,928
Balance at end of year	$	10,494		$	4,408

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 9% in 2019 and 8% to 9% in 2018. 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 consolidated statements of operations.

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, Accounting Standards Codification (“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, 2019 and 2018, there was no impairment of long-lived assets.

Goodwill

Goodwill represents the excess of the purchase price of the business acquired over the fair value of the net identifiable assets of an acquired business. The Company allocates goodwill to reporting units at the time of acquisition or when there is a change in the reporting structure and bases that allocation on which reporting units will benefit from the acquired assets and liabilities. Reporting units are defined as operating segments or one level below an operating segment, referred to as a component.

Goodwill is not amortized but is tested for impairment annually or more frequently when an event occurs, or circumstances change that indicate the carrying value may not be recoverable. In testing goodwill for impairment, the Company elected to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment indicates that goodwill impairment is more likely than not, a two-step impairment test is performed. Under the two-step impairment test, the carrying value of the reporting unit is compared to the fair value of the reporting unit. If the fair value is determined to be less than the carrying value, the Company performs a second step to compute the amount of impairment as the difference between the implied fair value of goodwill and the carrying value. Fair value of a reporting unit is estimated using discounted cash flows. Forecasts of future cash flows are based on the Company’s best estimate of future net sales and operating expenses. Required annual testing of goodwill for impairment was completed for the reporting unit as of December 31, 2019 and determined that goodwill is not impaired.

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 expense using the effective interest rate method over the term of the related debt.

Revenue Recognition

The Company adopted Accounting Standards Codification (“ASC”) 606 “Revenue from contract with customers” (“ASC 606”) on January 1, 2019 using the modified retrospective method for all contracts not completed as of the date of adoption. The reported results for the year ended December 31, 2019 reflect the application of ASC 606 guidance while the reported results for 2018 were prepared under the guidance of ASC 605, Revenue Recognition. The adoption of ASC 606 represents a change in accounting principle that will more closely align revenue recognition with the delivery of the Company’s goods or services and will provide the consolidated financial statements’ readers with enhanced disclosures.

The Company generates revenue from (1) sales of systems through the subscription model, traditional system sales to customers and distributors, (2) other product revenues from the sale of marketing supplies and kits, consumables and Venus Concept’s skincare and hair products and (3) service revenue from the sale of VeroGrafters™ technician services, 2two5 internal advertising agency services and an extended warranty service contracts provided to existing customers.

Many of the Company’s products are sold under subscription contracts with control 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 840 “Leases” (“ASC 840”), 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) determine the transaction price; and (4) allocate the transaction price to the separate performance obligations in the contract; and (5) recognize 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, 2019 and 2018, advertising costs totaled $2,004 and $1,225, 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, regulatory affairs, and clinical costs.

Warranty

The Company provides a standard warranty against defects for all of its systems. The warranty period begins upon shipment and is typically for a period between one and 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 historical 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.

Business Combinations

The consideration for each acquisition is measured at the aggregate of the fair values of assets acquired, liabilities incurred or assumed, and equity instruments issued by the Company in exchange for control of the acquired company. Acquisition-related costs are recognized in operations as incurred in general and administrative expenses. Where applicable, the consideration for the acquisition includes any asset or liability resulting from a contingent consideration arrangement, measured at its acquisition date fair value. Subsequent changes in such fair values are adjusted against the cost of acquisition as soon as all necessary information is obtained where it qualifies as measurement period adjustments within one year from closing.

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.

Stock options granted to non-employees are based on the fair value on the grant date and re-measured at the end of each reporting period based on the fair value until the earlier of the options being fully vested and completion of the performance obligations. These are subject to a service vesting condition and are recognized on a straight-line method over the requisite service period. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Estimated forfeitures are based on historical pre-vesting forfeitures.

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.

JOBS Act Accounting Election

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is (i) no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

Recently Issued Accounting Standards Not Yet Adopted

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which was subsequently amended by ASU 2018-11, Leases (Topic 842): Targeted Improvements, ASU 2018-20, Narrow-Scope Improvements for Lessors and ASU 2019-01, Leases (Topic 842): Codification Improvements. The guidance is intended to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and requiring more disclosures related to leasing transactions. The amendments in this update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted.

On November 15, 2019, the FASB issued ASU 2019-10, which (1) provides a framework to stagger effective dates for future major accounting standards and (2) amends the effective dates for certain major new accounting standards to give implementation relief to certain types of entities. Specifically, ASU 2019-10 changes some effective dates for certain new standards on the following topics in the FASB ASC, including Topic 842, Topic 326 (Financial Instruments — Credit Losses) and Topic 350 (Intangibles — Goodwill and Other). As an emerging growth company, the Company elected to use private company adoption date for ASC 842, which is January 1, 2021. The Company is in the process of determining the impact of Topic 842 on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40), relating to a customer’s accounting for implementation, set-up, and other upfront costs incurred in a cloud computing arrangement that is hosted by a vendor (i.e., a service contract). Under the new guidance, a customer will apply the same criteria for capitalizing implementation costs as it would for an arrangement that has a software license. The new guidance also prescribes the balance sheet, income statement, and cash flow classification of the capitalized implementation costs and related amortization expense and requires additional quantitative and qualitative disclosures. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2020, and interim periods within annual periods beginning after December 15, 2021. Early application is permitted. The Company can choose to adopt the new guidance (1) prospectively to eligible costs incurred on or after the date this guidance is first applied or (2) retrospectively. The Company is evaluating the impact, if any, that this pronouncement will have on the consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, which removes, adds and modifies certain disclosure requirements for fair value measurements in Topic 820. The Company will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, and the valuation processes of Level 3 fair value measurements. However, the Company will be required to additionally disclose the changes in unrealized gains and losses included in other comprehensive income (loss) for recurring Level 3 fair value measurements, and the range and weighted average of assumptions used to develop significant unobservable inputs for Level 3 fair value measurements. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments relating to additional disclosure requirements will be applied prospectively for only the most recent interim or annual period presented in the initial year of adoption. All other amendments will be applied retrospectively to all periods presented upon their effective date. The Company anticipates that the adoption of Topic 820 will not have a material impact on the Company’s consolidated financial statements.

In June 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which simplifies guidance on non-employee share-based payments. This expands the scope of ASC 718, Compensation—Stock Compensation (Topic 718), to include all share-based payment arrangements related to the acquisition of goods and services from both non-employees and employees. As a result, most of the guidance in ASC 718 associated with employee share-based payments, applies to non-employee share-based payment arrangements. The ASU amendment is effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company anticipates that the adoption of Topic 718 will not have a material impact on the Company’s consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This standard introduced the expected credit losses methodology for the measurement of credit losses on financial assets that are not measured at fair value through net income and replaces today’s “incurred loss” model with an “expected credit loss” model that requires consideration of a broader range of information to estimate expected credit losses over the lifetime of the asset. There have been several consequential subsequent amendments to this standard. This standard is effective for annual periods beginning after January 1, 2023, including interim periods within those fiscal years. The Company is evaluating the impact, if any, that this pronouncement will have on the consolidated financial statements.

Net Loss per Share

12 Months Ended

Dec. 31, 2019

Earnings Per Share [Abstract]

Net Loss per Share

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 common shares outstanding during the year, without consideration for common stock equivalents. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common share equivalents outstanding for the year 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,
	2019			2018
Numerator:
Net loss	$	(42,295	)	$	(14,209	)
Net loss allocated to stockholders of the Company	$	(40,619	)	$	(14,959	)
Denominator:
Weighted-average shares of common stock outstanding used in computing net loss per share, basic and diluted		8,517			4,733
Net loss per share:
Basic and diluted	$	(4.77	)	$	(3.16	)

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, 2019 and 2018 because including them would have been antidilutive:


	December 31,
	2019		2018
Options to purchase common stock		2,727,764		2,355,258
Warrants for common stock		3,990,067		179,932
Total potential dilutive shares		6,717,831		2,535,190

Business Combinations

12 Months Ended

Dec. 31, 2019

Business Combinations [Abstract]

Business Combinations

4. Business combinations

The Merger

As described in Note 1 above, on November 7, 2019, the Company completed its business combination with Venus Concept Ltd. The Merger allows the Company to significantly expand its presence and capability in the hair restoration market. Venus Concept Ltd. is an innovative global medical technology company that develops, commercializes, and delivers minimally invasive and non-invasive medical aesthetic and hair restoration technologies and related practice enhancement services. It designs and sells a full suite of medical aesthetic products and markets its current products primarily to physicians interested in providing minimally invasive and non-invasive aesthetic medical procedures, and to aesthetic medical spas. Through its NeoGraft division, Venus Concept Ltd. offers an automated hair restoration system that facilitates the harvesting of follicles during a follicular unit extraction or FUE process, improving the accuracy and speed over commonly used manual extraction instruments.

For accounting purposes the purchase price was based on (i) the fair value of the Company’s Common Stock as of the Merger date of $15.7 million which was determined based on the number of shares of Common Stock that were issued to the Venus Concept Inc. shareholders in connection with the Merger, (ii) the portion of the fair value attributable to fully and partially vested stock options and warrants, and (iii) the fair value of the promissory notes issued by Venus Concept Ltd. to Restoration Robotics of $4.6 million, which were effectively settled as a result of the Merger.

Under the acquisition method of accounting, the total purchase price is allocated to the acquired tangible and intangible assets and assumed liabilities based on their fair values as of the acquisition date. Any excess of the purchase price over the fair value of assets acquired and liabilities assumed is allocated to goodwill. Goodwill is allocated to one reporting unit. The Company determined that the underlying goodwill and intangible assets are not deductible for tax purposes.

For the year ended December 31, 2019, the Company incurred acquisition-related expenses of approximately $12.2 million which are included in general and administrative expenses.

The purchase price is allocated to the fair value of assets and liabilities acquired as follows:

Number of shares of the combined company to be owned by Venus Concept Inc. shareholders		2,802,466
Multiplied by the price per share of Venus Concept Inc. common stock	$	5.6055
The fair value of Venus Concept Inc. common stock	$	15,709
The value of fully and partially vested stock options and warrants		121
Pre-existing relationships with Venus Concept Ltd.		4,558
Total purchase consideration	$	20,388
Net assets acquired
Cash and cash equivalents and restricted cash	$	7,409
Other current assets		9,308
Property and equipment		1,268
Technology		16,900
Brand		1,200
Goodwill		24,847
Other non-current assets		100
Current liabilities		(12,909	)
Long-term debt, including current portion		(27,505	)
Other non-current liabilities		(230	)
Fair value of net assets acquired	$	20,388

The results of this acquisition were included in the Company’s consolidated statement of operations beginning on November 7, 2019.

The Company’s consolidated net revenue, net loss and net loss per share for the year ended December 31, 2019 include the following amounts of revenue, net loss and net loss per share of Restoration Robotics, Inc. since the Merger date:

	Year ended December 31, 2019
Total net revenues	$	2,775
Net loss	$	(4,668	)
Net loss per share, basic and diluted	$	(0.55	)

The following unaudited pro forma financial information presents the combined results of operations of the Company as if the Merger had occurred on January 1, 2018. The unaudited pro forma financial information is not necessarily indicative of what the Company’s consolidated results of operations actually would have been had the Merger occurred at the beginning of each year. In addition, the unaudited pro forma financial information does not attempt to project the future results of operations of the combined Company.

	Year ended December 31,
	2019			2018
Total net revenues	$	123,263		$	124,570
Net loss	$	(52,976	)	$	(45,226	)

The unaudited pro forma financial information above gives effect primarily to the following:

(1)

Incremental amortization and depreciation expense related to the estimated fair value of identifiable intangible assets and property and equipment from the purchase price allocation.

(2)

The exclusion of acquisition costs for the year ended December 31, 2019.

(3)

Reduction in interest expenses under the Solar Agreement, as defined in Note 11, and under the 2019 Notes and the Notes agreements as defined in Note 10.

(4)

Reduction in stock-based compensation expense related of the conversion of Venus Concept Ltd. stock options to Venus Concept Inc. stock options.

(5)

The exclusion of inventory step-up amortization for the year ended December 31, 2019 and the addition of this item to the year ended December 31, 2018.

Acquisition of non-controlling interest

On July 4, 2019, the Company acquired the remaining 49% minority interest shares of Venus Concept Israel Ltd. for total consideration of $123 in a form of transfer of equipment. Acquisition-related costs were expensed as incurred and amounted to $19 for the year ended December 31, 2019. In 2018, the Company acquired the remaining 49% minority interest shares of Venus Concept Japan Co., Ltd. for total consideration of $21, and the remaining 40% minority interest shares of Venus Concept UK Limited for total consideration of $452. Acquisition-related costs were insignificant and were expensed as incurred.

Acquisition of NeoGraft

On February 15, 2018, the Company acquired the assets and liabilities of NeoGraft Solutions, Inc. (“NeoGraft”). The primary reason for this acquisition was to expand the product offering to hair restoration solutions. Acquisition-related costs were expensed as incurred and amounted to $67 for the year ended December 31, 2018. Pro forma results of operations have not been presented because the effect of this acquisition was not material to the results of operations. In 2018, the total revenues and net income related to NeoGraft amounted to $7,763 and $707, respectively.

The total consideration for the acquisition was $8,679, of which $500 was held back at closing of the acquisition and is payable in two annual installments of $250 beginning one year from the closing date. As of December 31, 2019, $250 remains payable by the Company.

The purchase price is allocated to the fair value of assets and liabilities acquired as follows:

Cash on closing	$	7,502
Installment payments		500
Contingent earn-out payments		677
Total purchase price	$	8,679
Net assets acquired
Inventory	$	1,315
Accounts receivable		44
Property and equipment		7
Accounts payable		(990	)
Customer relationships		1,400
Brand		1,300
Supplier agreement		3,000
Fair value of net assets acquired	$	6,076
Goodwill	$	2,603

Goodwill is primarily related to sales growth from future product and service offerings and new customers. The goodwill of NeoGraft is deductible for tax purposes under the cumulative eligible capital expenditures deduction in Canada.

The weighted average life remaining on the intangibles acquired as a result of both business combinations are as follows:

Intangible asset category:	(in years)
Customer relationships		14
Brand		9
Technology		6
Supplier agreement		9

Fair Value Measurements

12 Months Ended

Dec. 31, 2019

Fair Value Disclosures [Abstract]

Fair Value Measurements

5. FAIR VALUE MEASUREMENTS

Financial assets and financial liabilities are initially recognized at fair value when the Company becomes a party to the contractual provision 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, line of credit, trade payables, accrued expenses and other current liabilities, earn-out liability, other long-term liabilities and long-term debt. In view of their nature, the fair value of most of the financial instruments approximates their carrying amounts.

The Company measures the fair value of its financial assets and 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.

The categorization of a financial instrument within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement.

The Company classifies its restricted cash and guaranteed investment certificates within Level 2 as it uses alternative pricing sources and models utilizing market observable inputs. The following tables set forth the fair value of the Company’s Level 2 and Level 3 financial assets and liabilities within the fair value hierarchy:

	Fair Value Measurements as of December 31, 2019
	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 ("GIC")	$	—	$	63	$	—	$	63
Restricted cash		—		83		—		83
Total assets	$	—	$	146	$	—	$	146
Liabilities
Long-term debt	$	—	$	—	$	61,351	$	61,351
Contingent earn-out consideration		—		—		655		655
Total liabilities	$	—	$	—	$	62,006	$	62,006

	Fair Value Measurements as of December 31, 2018
	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 ("GIC")	$	—	$	81	$	—	$	81
Restricted cash		—		19		—		19
Total assets	$	—	$	100	$	—	$	100
Liabilities
Long-term debt	$	—	$	—	$	56,401	$	56,401
Contingent earn-out consideration		—		—		950		950
Total liabilities	$	—	$	—	$	57,351	$	57,351

The earn-out liability is measured using discounted cash flow techniques, with the expected cash outflows estimated based on the probability of assessment of the acquired business achieving the revenue metrics required for payment. Expected future revenues of the acquired business and the associated estimate of probability are not observable inputs. The payments due are based on point in time measurements of the metrics quarterly for two years from the acquisition date. Changes in the fair value of the earn-out liability were recognized in finance expenses in the consolidated statements of operations.

The following table provides a roll forward of the aggregate fair values of the earn-out liability as of December 31, 2019, for which fair value is determined using Level 3 inputs:

Beginning balance	$	1,177
Payments		(227	)
December 31, 2018		950
Payments		(828	)
Change in value		533
December 31, 2019	$	655

- 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

Accounts Receivable

12 Months Ended

Dec. 31, 2019

Receivables [Abstract]

Accounts Receivable

6. ACCOUNTS RECEIVABLE

The Company’s products may be sold under subscription contracts with control 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 within the arrangement 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 its sales-type leases, totaled $72,602 and $74,554 at December 31, 2019 and 2018, 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 doubtful accounts as of December 31, 2019 and 2018. Based upon such assessment, the Company recorded an allowance for doubtful totaling $10,494 and $4,408 as of December 31, 2019 and 2018, respectively. In 2018 the Company recorded a significant provision of $8,300 for bad debts against the receivable of a large U.S. national account customer that filed for Chapter 11 bankruptcy in February of 2019.

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

	As of December 31,
	2019			2018
Gross accounts receivable	$	105,127		$	78,962
Unearned income		(5,623	)		(5,601	)
Allowance for doubtful accounts		(10,494	)		(4,408	)
	$	89,010		$	68,953
Reported as:
Current trade receivables	$	58,977		$	35,314
Current unearned interest income		(3,942	)		(3,849	)
Long-term trade receivables		35,656			39,240
Long-term unearned interest income		(1,681	)		(1,752	)
	$	89,010		$	68,953

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

			December 31,
	Total		2020		2021		2022		2023		2024
Current financing receivables, net of allowance of $2,960	$	37,197	$	37,197	$	—	$	—	$	—	$	—
Long-term financing receivables, net of allowance of $2,818		35,405		—		25,701		9,527		177		—
	$	72,602	$	37,197	$	25,701	$	9,527	$	177	$	—

Select Balance Sheet and Statement of Operations Information

12 Months Ended

Dec. 31, 2019

Select Balance Sheet And Income Statement Information [Abstract]

Select Balance Sheet and Statement of Operations Information

7. SELECT BALANCE SHEET AND STATEMENT OF OPERATIONS INFORMATION

Inventory

Inventory consists of the following:

	December 31,
	2019		2018
Raw materials	$	877	$	92
Work-in-progress		2,067		1,323
Finished goods		15,900		18,846
Total inventory	$	18,844	$	20,261

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 $26,869 ($19,929 in 2018) in cost of goods sold during the year. The balance of cost of goods sold represents the sale of applicators, parts 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 at December 31, 2019, a provision for obsolescence of $1,439 ($470 in 2018) was taken against inventory.

Property and Equipment, Net

Property and equipment, net consist of the following:

		December 31,
	Useful Lives (in years)	2019			2018
Lab equipment tooling and molds	4 - 10	$	7,872		$	3,379
Office furniture and equipment	6 - 10		1,710			974
Leasehold improvements	up to 10		1,950			948
Computers and software	3		1,811			783
Vehicles	5 - 7		16			70
Total property and equipment			13,359			6,154
Less: Accumulated depreciation			(8,711	)		(2,773	)
Total property and equipment, net		$	4,648		$	3,381

Depreciation expense amounted to $1,026 and $892 for the years ended December 31, 2019 and 2018.

Other Current Assets

	December 31,
	2019		2018
Government remittances⁽¹⁾	$	1,704	$	987
Sundry assets and miscellaneous		1,397		436
Total other current assets	$	3,101	$	1,423

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

Accrued Expenses and Other Current Liabilities

	December 31,
	2019		2018
Payroll and related expense	$	3,117	$	728
Accrued expenses		10,645		4,303
Commission accrual		4,215		3,866
Sales and consumption taxes		3,143		1,983
Total accrued expenses and other current liabilities	$	21,120	$	10,880

Warranty Accrual

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

	December 31,
	2019			2018
Balance as of the beginning of the year	$	1,336		$	1,039
Warranties assumed through business combination		273			-
Warranties issued during the year		1,038			998
Warranty costs incurred during the year		(670	)		(701	)
Balance at the end of the year	$	1,977		$	1,336
Current		1,254			495
Long-term		723			841
Total	$	1,977		$	1,336

Finance Expenses

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

	December 31,
	2019			2018
Interest expense	$	7,166		$	4,889
Gain on settlement of debt		(297	)		—
Accretion on long-term debt		680			472
Total finance expenses	$	7,549		$	5,361

Intangible Assets

12 Months Ended

Dec. 31, 2019

Goodwill And Intangible Assets Disclosure [Abstract]

Intangible Assets

8. INTANGIBLE ASSETS

Intangible assets net of accumulated amortization were as follows:

	At December 31, 2019
	Gross Amount		Accumulated Amortization			Net Amount
Customer relationships	$	1,400	$	(149	)	$	1,251
Brand		2,500		(276	)		2,224
Technology		16,900		(469	)		16,431
Supplier agreement		3,000		(568	)		2,432
Total intangible assets	$	23,800	$	(1,462	)	$	22,338

	At December 31, 2018
	Gross Amount		Accumulated Amortization			Net Amount
Customer relationships	$	1,400	$	(56	)	$	1,344
Brand		1,300		(125	)		1,175
Supplier agreement		3,000		(267	)		2,733
Total intangible assets	$	5,700	$	(448	)	$	5,252

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

Years ending December 31,
2020	$	3,473
2021		3,473
2022		3,473
2023		3,473
2024		3,473
Thereafter		4,973
Total	$	22,338

Commitments and Contingencies

12 Months Ended

Dec. 31, 2019

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

9. COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company and its subsidiaries have various operating lease agreements, which expire on various dates.

The Company recognizes rent expense on a straight-line basis over the non-cancellable lease period and records the difference between cash rent payments and the recognition of rent expense as a deferred rent liability. When leases contain escalation clauses, rent abatements and/or concessions, such as rent holidays and landlord or tenant incentives or allowances, the Company applies them in the determination of straight-line rent expense over the lease period.

Aggregate future minimum lease payments and purchase commitments with manufacturers as of December 31, 2019 are as follows:

Years ending December 31,	Office Lease		Purchase Commitments		Total
2020	$	2,071	$	5,976	$	8,047
2021		1,788		—		1,788
2022		937		—		937
2023		515		—		515
Thereafter		1,410		—		1,410
Total	$	6,721	$	5,976	$	12,697

The total rent expense for all operating leases for the years ended December 31, 2019 and 2018 was $2,199 and $1,344.

Commitments

As of December 31, 2019, the Company has non-cancellable purchase orders placed with its contract manufacturers in the amount of $5,748. In addition, as of December 31, 2019, the Company had $1,516 of open purchase orders that can be cancelled with 90 days’ notice, except for a portion equal to 15% of the total amount representing the purchase of “long lead items”.

The Company has also committed to quarterly earn-out payments as part of its purchase obligation of the assets described in Note 4 of these consolidated financial statements. The amount due is 5% of NeoGraft® equipment sales and services that occur within the quarter. The balance of the earn-out was $655 as at December 31, 2019 ($950 in 2018), which includes deferred payments and is presented as part of accrued expenses and other current liabilities.

Legal Proceedings

Purported Shareholder Class Actions

Between May 23, 2018 and June 11, 2019, four putative shareholder class actions complaints were filed against Restoration Robotics, certain of its former officers and directors, certain of its venture capital investors, and the underwriters of the IPO. Two of these complaints, Wong v. Restoration Robotics, Inc., et al., No. 18CIV02609, and Li v. Restoration Robotics, Inc., et al., No. 19CIV08173 (together, the “State Actions”), were filed in the Superior Court of the State of California, County of San Mateo, and assert claims under Sections 11, 12(a)(2) and 15 of the Securities Act of 1933, or the Securities Act. The other two complaints, Guerrini v. Restoration Robotics, Inc., et al., No. 5:18-cv-03712-EJD and Yzeiraj v. Restoration Robotics, Inc., et al., No. 5:18-cv-03883-BLF (together, the “Federal Actions”), were filed in the United States District Court for the Northern District of California, and assert claims under Sections 11 and 15 of the Securities Act. The complaints all allege, among other things, that the Restoration Robotics’ Registration Statement filed with the SEC on September 1, 2017 and the Prospectus filed with the SEC on October 13, 2017 in connection with Restoration Robotics’ IPO were inaccurate and misleading, contained untrue statements of material facts, omitted to state other facts necessary to make the statements made not misleading and omitted to state material facts required to be stated therein. The complaints seek unspecified monetary damages, other equitable relief and attorneys’ fees and costs.

In the State Actions Restoration Robotics, along with the other defendants, successfully demurred to the initial Wong complaint for failure to state a claim, and secured a stay of both cases based on the forum selection clause contained in its Amended and Restated Certificate of Incorporation, which designates the federal district courts as the exclusive forums for claims arising under the Securities Act. However, on December 19, 2018, the Delaware Court of Chancery in Sciabacucchi v. Salzberg held that exclusive federal forum provisions are invalid under Delaware law. Based on this ruling, the San Mateo Superior Court lifted its stay of State Actions on December 10, 2019. On January 17, 2020, Plaintiffs in the State Actions filed a consolidated amended complaint for violations of federal securities laws, alleging again that, among other things, the Registration Statement filed with the SEC on September 1, 2017 and the Prospectus filed with the SEC on October 13, 2017 in connection with Restoration Robotics’ IPO were inaccurate and misleading, contained untrue statements of material fact, omitted to state other facts necessary to make the statements made not misleading and omitted to state material facts required to be stated therein. The complaint seeks unspecified monetary damages, other equitable relief and attorneys’ fees and costs. On February 24, 2020, the Company demurred to the consolidated amended complaint for failure to state a claim. A hearing on the Company’s demurrer is currently scheduled for May 8, 2020. On March 18, 2020, the Delaware Supreme Court reversed the Chancery Court’s decision in Sciabacucchi v. Salzberg and held that exclusive federal forum provisions are valid under Delaware law. The Company intends to seek appropriate relief based on the Sciabacucchi decision.

In the Federal Actions, which have been consolidated under the caption in re Restoration Robotics, Inc. Securities Litigation, Case No. 5:18-cv-03712-EJD, Lead Plaintiff Eduardo Guerrini filed his consolidated amended complaint for violations of federal securities laws on November 30, 2018. The consolidated amended complaint alleges again that, among other things, Restoration Robotics’ Registration Statement filed with the SEC on September 1, 2017 and the Prospectus filed with the SEC on October 13, 2017 in connection with the IPO were inaccurate and misleading, contained untrue statements of material facts, omitted to state other facts necessary to make the statements made not misleading and omitted to state material facts required to be stated therein. On January 29, 2019, Restoration Robotics, along with certain of its former officers and directors, filed a motion to dismiss the consolidated amended complaint for failure to state a claim. On October 18, 2019, the District Court granted Restoration Robotics motion to dismiss as to all but two allegedly false or misleading statements contained in our Prospectus. On December 9, 2019, the Company filed its answer to the consolidated amended complaint denying the falsity of these statements, and discovery is underway.

In addition to the State and Federal Actions, on July 11, 2019, a verified shareholder derivative complaint was filed in the United States District Court for the Northern District of California, captioned Mason v. Rhodes, No. 5:19-cv-03997-NC. The complaint alleges that certain of Restoration Robotics’ former officers and directors breached their fiduciary duties, have been unjustly enriched and violated Section 14(a) of the Securities Exchange Act of 1934, or the Exchange Act, in connection with the IPO and Restoration Robotics’ 2018 proxy statement. The complaint seeks unspecified damages, declaratory relief, other equitable relief and attorneys’ fees and costs. On August 21, 2019, the District Court granted the parties’ joint stipulation to stay the Mason action during the pendency of the Federal Actions, and the case remains stayed.

In addition to the actions described above relating to the IPO, two lawsuits purporting to challenge disclosures made in connection with our merger have also been filed. The first, captioned Bushansky v. Restoration Robotics, Inc., et al., No. 5:19-cv-06004-MMC, alleged, among other things, that defendants violated Sections 14(a) and 20(a) of the Exchange Act and SEC Rule 14a-9. The complaint alleged that the proxy statement, filed with the SEC by Restoration Robotics on September 10, 2019 in connection with the Merger, omitted or misrepresented material information. The complaint sought, among other things, injunctive relief, unspecified damages, and attorneys’ fees and costs. On November 6, 2019, the plaintiff voluntarily dismissed the Bushansky action with prejudice as to his individual claims and without prejudice as to the claims of the putative class.

The second, a putative shareholder class action complaint captioned Pak v. Restoration Robotics, Inc., et al., No. 1:19-cv-02237, was filed in the United States District Court for the District of Delaware on December 6, 2019. The complaint alleges, among other things, that defendants violated Sections 14(a) and 20(a) of the Exchange Act and SEC Rule 14a-9. The complaint alleges that the proxy statement, filed with the SEC by Restoration Robotics on September 10, 2019 in connection with the Merger, contained false or misleading information. The complaint seeks, among other things, compensatory and/or rescissory damages, and attorneys’ fees and costs. On February 26, 2020, the District Court appointed Joon Pak as Lead Plaintiff in the Pak action, and approved his selection of Lead Counsel. The Company believes that these lawsuits are without merit and management intends to vigorously defend against these claims.

Administrative Investigation Case

The Company’s Chinese subsidiary, Venus Concept China, imports and sells registered medical devices and unregistered non-medical devices in the People’s Republic of China (“PRC”). One of its unregistered products has been the subject of inquiries from two district level branches of the SAMR, Xuhui MSA and Huangpu MSA, as to whether the product was properly sold as a non-medical device. In January 2019, Venus Concept China applied to register a version of this non-medical device as a medical device with the National Medical Products Administration of PRC, or NMPA. On June 12, 2019, Venus Concept China was informed that Xuhui MSA had opened an administrative investigation case related to whether the device is an unregistered medical device, as a result of a complaint that Xuhui MSA received from a former distributor of Venus Concept China. Huangpu MSA notified Venus Concept China that it would be suspending its separate investigation against Venus Concept China, pending the results of the Xuhui MSA investigation. The Company and Venus Concept China have voluntarily stopped sales in China of this product. On December 11, 2019, Xuhui MSA informed Venus Concept China that a determination had been made by the Shanghai Medical Products Administration that Versa’s IPL function should be administered as a Class II medical device. Xuhui MSA also suggested that Venus Concept China consider a voluntary recall of all Versa units sold in China. Venus Concept China is currently contemplating a recall plan. In late January 2020, Venus Concept China received a copy of the Shanghai Medical Products Administration’s determination that because of the intended uses for Versa’s IPL function comprise medical treatment functions such as “treatment of benign pigmented epidermis and skin lesions,” Versa’s IPL function should be administered as a Class II medical device. Venus Concept China has not yet received a notice of proposed penalty decision from Xuhui MSA. Venus Concept China has not yet received a determination from NMPA on its application for registering Versa’s IPL function as a medical device. Although the revenue generated from the product that is the subject of the investigation did not represent a material amount of our total revenues for the years ended December 31, 2019 or 2018, monetary penalties nonetheless could be material. The Company and Venus Concept China are cooperating with the relevant authorities; however, Venus Concept China cannot predict the outcome of this matter.

Further, the Company may from time to time continue to be involved in various legal proceedings of a character normally incident to the ordinary course of its business, which does not deem to be material to the Company’s business and results of operations.

Convertible Promissory Notes

12 Months Ended

Dec. 31, 2019

Debt Instruments [Abstract]

Convertible Promissory Notes

10. CONVERTIBLE PROMISSORY NOTES

Venus Concept Ltd. convertible promissory notes

In June 2019, Venus Concept Ltd. issued unsecured senior subordinated convertible promissory notes in the aggregate principal amount of $7,800. In August 2019, Venus Concept Ltd. issued an aggregate of $21,250 of additional unsecured senior subordinated convertible promissory notes to certain investors. The convertible notes issued by Venus Concept Ltd. in June 2019 and August 2019 are collectively referred to as the “2019 Notes”.

The 2019 Notes bore interest at a rate of 8.00% per annum, were unsecured and were due and payable, including accrued interest, on the thirtieth day following the termination of the Merger. When the Merger was consummated, all outstanding principal and any accrued and unpaid interest under the 2019 Notes was automatically converted into a number of shares of fully paid and non-assessable shares of the Common Stock, par value $0.0001 per share, of the Company, calculated by dividing the outstanding principal amount of the 2019 Notes (and any accrued and unpaid interest under the 2019 Notes) by the post-Merger conversion price of $6.996 per share.

In connection with the 2019 Notes, Venus Concept Ltd. recognized interest expense of $599 during the period from January 1, 2019 through November 6, 2019.

Venus Concept Inc. (formerly Restoration Robotics) convertible promissory notes

On February 28, 2019, the Company entered into a Note Purchase Agreement pursuant to which the Company raised $5,000 through the issuance of unsecured subordinated convertible promissory notes to two investors (the “Investors”). The Note Purchase Agreement was amended on August 20, 2019 to adjust the post-Merger conversion price for per share from $0.825 to $6.996 (post-split) and to provide for automatic conversion of the convertible promissory notes upon consummation of the Merger.

In addition, on August 20, 2019, the Company entered into a Note Purchase Agreement pursuant to which the Company raised $2,000 through the issuance of one unsecured subordinated convertible promissory note to one investor. The convertible notes issued by the Company in February 2019 and August 2019 pursuant to the Notes Purchase Agreements are collectively referred to as the “Notes”. The maturity date of the Notes was August 28, 2020. The Notes bore interest on the unpaid principal amount at a rate of eight percent (8.0%) per annum from the date of issuance. The Notes were unsecured and subordinated in priority to the Company’s existing obligations under the Solar Agreement (Note 11).

On November 7, 2019, immediately following the closing of the Merger, all outstanding principal and any accrued and unpaid interest of the 2019 Notes and the Notes in the aggregate amount of $36,958 were automatically converted into 5.3 million of fully paid and non-assessable shares of Common Stock, of which 1.2 million were issued subsequent to December 31, 2019.

Long-Term Debt

12 Months Ended

Dec. 31, 2019

Debt Disclosure [Abstract]

Long-Term Debt

11. LONG-TERM DEBT

Solar Loan and Security Agreement

In May 2018, the Company entered into a Loan and Security Agreement and as subsequently amended (the “Solar Agreement”) with Solar Capital Ltd. (“Solar”) and certain other lenders (together with Solar, the “Lenders”), and Solar, as the Collateral Agent. The Solar Agreement consists of a four-year term loan for an aggregate principal amount of $20,000, for working capital, to fund the Company’s general business requirements and to repay indebtedness of the Company to Oxford Finance LLC. The borrowings under the Solar Agreement bore interest through maturity at a rate equal to the U.S. Dollar LIBOR rate plus 7.95% per annum.

In addition, pursuant to the Solar Agreement, the Company issued the Lenders warrants (“Solar 2018 Warrants”) to purchase an aggregate of 10,781 shares of the Company’s Common Stock, at an exercise price of $55.65 per share. Solar 2018 Warrants are immediately exercisable upon issuance, and excluding certain mergers or acquisitions, will expire on the ten-year anniversary of the date of issuance. Solar 2018 Warrants exercisable for 10,781 shares of Common Stock were outstanding as of December 31, 2019.

On November 7, 2019, in connection with the consummation of the Merger, the Company paid off and terminated its obligations under Solar Agreement. The payoff to the Lenders pursuant to the Solar Agreement consisted of cash and the issuance of warrants (“Solar 2019 Warrants”) to purchase up to 50,000 shares of the Company’s Common Stock at an exercise price of $6.00 per share. The fair value of Solar 2019 Warrants issued was determined to be $137 using a Black-Scholes valuation model with the following assumptions: Common Stock price at issuance of $5.61 per share; exercise price of $6.00; risk-free interest rate of 1.74% based upon observed risk-free interest rates; expected volatility of 58.0%; expected term of five years, which is the contractual life of the warrants; and a dividend yield of 0%. Solar 2019 Warrants exercisable for 50,000 shares of Common Stock were outstanding as of December 31, 2019.

Madryn Credit Agreement

On October 11, 2016, Venus Concept 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, or the Madryn Credit Agreement, pursuant to which Madryn agreed to make certain loans to certain of Venus Concept Ltd.’s subsidiaries (the “Subsidiary Obligors”). The Madryn Credit Agreement is comprised of four tranches of debt aggregating $70,000. As at December 31, 2019, the Subsidiary Obligors had borrowed $60,000 under the term A-1 and A-2 and B tranches of the Madryn Credit Agreement. Term C borrowings of $10,000 were undrawn and are no longer available. As of December 31, 2018, the Company has drawn on the term A-1 and A-2 borrowings for gross debt of $50,000. Borrowings under the Madryn Credit Agreement are secured by substantially all of the Company’s assets and the assets of the Subsidiary Obligors. On the 24th payment date, which is September 30, 2022, the aggregate outstanding principal amount of the loans, together with any accrued and unpaid interest thereon and all other amounts due and owing under the loan agreement will become due and payable in full.

In connection with the Madryn Credit Agreement, Venus Concept Ltd. issued three types of 10-year warrants (“Madryn Warrants”). Immediately prior to the consummation of the Merger, Madryn held Madryn Warrants to purchase 150,000 ordinary shares of Venus Concept Ltd. at a price of $5.0604 per share, 150,000 Series B Preferred Shares at a price of $5.0604 per share, and 12,000 Series C Preferred Shares of Venus Concept Ltd. at a price of $5.0604 per share. At the effective time of the Merger, each outstanding Venus Concept Ltd. warrant, whether or not vested, to purchase ordinary shares or preferred shares, as applicable, of Venus Concept Ltd., that was unexercised immediately prior to the effective time of the Merger was converted into a warrant to purchase shares of Common Stock as determined pursuant to the Exchange Ratio as defined in Note 1. The Company had Madryn Warrants exercisable for 179,932 shares of Common Stock outstanding as of December 31, 2019.

Effective August 14, 2018, interest on the Madryn loan is 9%, payable quarterly. Previously, interest was payable quarterly, at the Company’s option, as follows: cash interest 9% during the interest only period, which was 3 years or 12 principal payments after closing, plus an additional 4% rate, paid in kind (“PIK”). The Company has the option of settling the PIK interest in cash or adding the owed interest to the principal amount of the loan.

The covenants under the loan agreement with Madryn require the Company to achieve minimum reported revenue targets and minimum levels of cash on hand in certain subsidiaries. As of June 30, 2019, the Company was not in compliance with the minimum liquidity covenant under its loan agreement with Madryn. Additionally, the Company failed to timely pay an interest payment due June 28, 2019 as required by the Madryn Credit Agreement; however, this interest payment was subsequently made by the Company on July 10, 2019.

On July 26, 2019, the Company and Madryn executed a waiver and amendment to the Madryn Credit Agreement pursuant to which Madryn lowered the liquidity covenant threshold from $2,000 to $200 through the earlier of August 30, 2019 or the time the Company raised $21,000 in additional equity. Madryn waived the existing events of default. In addition, the amendment to the Madryn Credit Agreement included, among other changes, a requirement that the Company complete the Concurrent Financing with proceeds of $21,000 no later than August 30, 2019. This financing was completed as described above in the Note 1.

Pursuant to the terms of the amendment, if all or any portion of the loans under the Madryn Credit Agreement are prepaid, then a prepayment premium must be paid equal to: (i) 8.00% of the loans prepaid if prepaid on or prior to August 31, 2019, (ii) 6.50% if prepaid after August 31, 2019 but on or prior to August 31, 2020, (iii) 5.00% if prepaid after August 31, 2020 but on or prior to February 28, 2021, (iv) 4.00% if prepaid after February 28, 2021 but on or prior to August 31, 2021, (v) 3.00% if prepaid after August 31, 2021 but on or prior to February 28, 2022, and (vi) 2.00% if prepaid after February 28, 2022.

As of September 30, 2019, the Company was not in compliance with the minimum debt service coverage ratio under its credit facility with City National Bank of Florida. Failure to comply with the covenants under the City National Bank of Florida credit facility would result in a default, which would also cause a default in the Madryn Credit Agreement. City National Bank of Florida has provided a waiver for cross defaults arising under the Madryn Credit Agreement through September 30, 2019.

As of December 31, 2019 the Company was in compliance with all required covenants.

In connection with the Merger, the Company entered into an amendment to the Madryn Credit Agreement, dated as of November 7, 2019, (the “Amendment”), pursuant to which the Company joined as (i) a guarantor to the Madryn Credit Agreement and (ii) a grantor to the certain security agreement, dated October 11, 2016, (as amended, restated, supplemented or otherwise modified from time to time), by and among the grantors from time to time party thereto and the administrative agent (the “U.S. Security Agreement”).

As a guarantor under the Madryn Credit Agreement, the Company is jointly and severally liable for the obligations (as defined in the Madryn Credit Agreement) thereunder and to secure its obligations, the Company has granted the administrative agent a lien on all of its assets pursuant to the terms of the U.S. Security Agreement. In the event of default under the Madryn Credit Agreement, Madryn may accelerate the obligations and foreclose on the collateral granted by Venus Concept Ltd. under the U.S. Security Agreement to satisfy the obligations.

The scheduled principal payments on the outstanding borrowings as of December 31, 2019 are as follows:

	As of December 31, 2019
2020	$	-
2021		-
2022		62,700
Total		62,700
Less: debt discounts and issuance costs		(1,471	)
Less: current portion		-
Non-current portion	$	61,229

For the years ended December 31, 2019 and 2018, the Company did not make any principal repayments.

Credit Facility

12 Months Ended

Dec. 31, 2019

Line Of Credit Facility [Abstract]

Credit Facility

12. Credit facility

The Company has an agreement with City National Bank of Florida (“CNB”) pursuant to which CNB agreed to provide a revolving credit facility to certain of the Company’s subsidiaries in the maximum principal amount of $10,000 ($7,500 in 2018), to be used to finance working capital requirements (the “Credit Facility”). As of December 31, 2019, the Company had $7,789 outstanding ($5,655 in 2018) under the Credit Facility, which bears interest at LIBOR rate plus 3.25%, which amounted to a weighted average of 5.4% (5.7% in 2018).

In April 2019, the Company increased the Credit Facility capacity from $7,500 to $10,000.

The Credit Facility is secured by accounts receivable and inventory and requires the Company to maintain either a minimum cash balance in deposit accounts or a maximum total liability to tangible net worth ratio and a minimum debt service coverage ratio. As of December 31, 2019 and 2018, the Company was in compliance with maintaining the maximum total liability to tangible net worth ratio. To be in compliance with maintaining the minimum debt service coverage ratio as of December 31, 2018, the Company received a waiver to exclude write-offs from a large U.S. national account from the ratio (see Note 6). An event of default under this agreement would cause a default under the Madryn Credit Agreement (see Note 11).

As of March 31, 2019, and June 30, 2019, Venus Concept Ltd. was not in compliance with the minimum debt service coverage ratio under the Credit Facility. CNB provided Venus Concept Ltd. with waivers as of March 31, 2019, and June 30, 2019.

As of September 30, 2019, the Company was not in compliance with the minimum debt service coverage ratio under the Credit Facility. On October 30, 2019, CNB amended the minimum debt service coverage ratio covenant calculation, reaffirmed its prior waiver as of June 30, 2019 and provided the Company with a waiver removing the requirement to meet the minimum debt service coverage ratio as of September 30, 2019.

As of December 31, 2019 the Company was in compliance with all required covenants.

Common Stock Reserved For Issuance

12 Months Ended

Dec. 31, 2019

Equity [Abstract]

Common Stock Reserved For Issuance

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 conversion of all outstanding shares of convertible preferred stock, plus options granted and available for grant under the incentive plans.

	December 31, 2019
Outstanding common stock warrants		3,990,067
Outstanding stock options		3,278,439
Shares reserved for future option grants		742,828
Total common stock reserved for issuance		8,011,334

Stock Option Plan

12 Months Ended

Dec. 31, 2019

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock Option Plan

14. STOCK OPTION PLAN

2010 Plan

In November 2010, the Company’s Board of Directors adopted a share option plan (the “2010 Share Option Plan”) pursuant to which some of the Company’s ordinary shares 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 Company’s 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 by 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, 2019, the number of shares of the Company’s common stock reserved for issuance and available for grant under the 2010 Share Option Plan was 44,450 (188,217 in 2018).

2019 Plan

The 2019 Incentive Award Plan was originally established under the name Restoration Robotics, Inc., as the 2017 Incentive Award Plan. It was adopted by the Company’s Board of Directors 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, effective upon the approval of the Company’s stockholders on October 4, 2019 and the consummation of the Merger.

Under the 2019 Plan, 450,000 shares of Common Stock were initially reserved for issuance pursuant to a variety of stock-based compensation awards, including stock options, stock appreciation rights, or SARs, 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 of the Merger. As of December 31, 2019, there were 698,378 of shares of Common Stock available under the 2019 Plan.

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,
	2019		2018
Cost of sales	$	3	$	2
Selling and marketing		77		416
General and administrative		840		785
Research and development		1,238		54
Total stock-based compensation	$	2,158	$	1,257

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,
	2019	2018
Expected term (in years)	4.00-5.00	3.00-4.00
Risk-free interest rate	1.4-2.53%	2.10-2.80%
Expected volatility	49.00%	50.00%
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 Concept 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, 2019		3,273,750			3.71		4.58	$	23,283
Options granted		173,842			7.80
Options exercised		(175,736	)		2.02
Options forfeited/cancelled		(196,951	)		10.94
Options assumed through business combination		203,534			29.97
Outstanding - December 31, 2019		3,278,439			5.29		5.08	$	4,885
Exercisable – December 31, 2019		2,727,764			4.44		4.37	$	4,885
Expected to vest – after December 31, 2019		550,675			9.50		8.61	$	-

The following tables summarize information about share options outstanding and exercisable at December 31, 2019:

	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
$0.15 - $3.60		1,890,312		3.23	$	2.12		1,890,312		3.23	$	2.12
$5.25 - $12.00		1,219,339		7.73		6.77		717,111		7.33		6.21
$12.45 - $26.10		89,542		6.14		22.38		63,804		5.61		24.13
$26.70 - $33.00		55,335		2.60		27.05		40,507		2.87		27.18
$36.00 - $94.65		23,911		6.97		66.38		16,030		6.54		63.51
		3,278,439		5.08	$	5.29		2,727,764		4.37	$	4.44

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 $1,532 and $574 for the years ended December 31, 2019 and 2018, respectively.

The weighted-average grant date fair value of options granted was $5.50 and $5.85 per share for the years ended December 31, 2019 and 2018, respectively.

Income Taxes

12 Months Ended

Dec. 31, 2019

Income Tax Disclosure [Abstract]

Income Taxes

15. INCOME TAXES

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

	Year Ended December 31,
	2019			2018
United States	$	(23,194	)	$	(6,260	)
Other jurisdictions		(17,244	)		(5,734	)
Loss before income taxes	$	(40,438	)	$	(11,994	)

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

	Year Ended December 31,
	2019			2018
Current tax provision:
Federal	$	—		$	1,291
Foreign		2,989			562
State		—			(74	)
Total current tax provision		2,989			1,779
Deferred tax provision (benefit):
Federal		—			851
Foreign		(1,132	)		(626	)
State		—			211
Total deferred tax provision (benefit)	$	(1,132	)	$	436
Total provision for income taxes	$	1,857		$	2,215

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. The Company has established a valuation allowance in the U. S. and its foreign subsidiaries to offset net deferred tax assets for all periods presented due to the uncertainty of realizing future tax benefits from net operating loss carryforwards and other deferred tax assets. The valuation allowance increased by $54,049 and $2,433 for the years ended December 31, 2019 and 2018 respectively. The increases in valuation allowance in 2019 was due to the Merger and assumption of their losses as well as ongoing operational losses in both years.

On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”) was enacted into law making significant changes to the Internal Revenue Code (the “IRC”). Changes include, but are not limited to, a federal corporate tax rate decrease from 35% to 21% for tax years beginning after December 31, 2017, the transition of U.S. international taxation from a worldwide tax system to a territorial system and a one-time transition tax on the mandatory deemed repatriation of foreign earnings. ASC 740 requires the Company to recognize the effect of the tax law changes in the period of enactment. However, the SEC staff has issued SAB 118 which will allow the Company to record provisional amounts during the measurement period.

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,
	2019			2018
Loss before income taxes	$	(40,438	)	$	(11,994	)
Theoretical tax benefit at the statutory rate (23.9% in 2019, 23.6% in 2018)		(9,665	)		(2,827	)
Differences in jurisdictional tax rates		(337	)		211
Recognition of losses		(1,923	)		467
Valuation allowance		12,343			2,433
Non-deductible expenses		2,217			1,931
Other		(778	)		—
Total income tax benefit		1,857			2,215
Net loss	$	(42,295	)	$	(14,209	)

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

	December 31,
	2019			2018
Deferred tax assets:
Accrued vacation	$	—		$	22
Property and equipment		81			4
Accrued severance pay		—			88
Deferred revenue		101			—
Allowance for doubtful accounts		440			—
Accrued warranty		—			183
Loss carryforwards		56,154			6,739
Valuation allowance		(56,154	)		(6,739	)
Total deferred tax assets	$	622		$	297
Deferred tax liabilities:
Deferred revenue	$	1,017		$	1,774
Acquisition related intangible assets		—			119
Total deferred tax liabilities	$	1,017		$	1,893

As of December 31, 2019, the Company had federal and state non-operating loss (“NOL”) carryforwards of approximately $228,396 ($27,631 in 2018). 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 2022 and 2039, and valuation allowances have been reserved, where necessary. The Company also had federal and state research and development credit carryforwards of approximately $2,288 and $2,602 as of December 31, 2019. 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 we determined that $622 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.

Uncertain Tax Positions

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

	Year Ended December 31,
	2019		2018
Balance as of the beginning of the year	$	1,467	$	1,362
Increases related to tax positions in prior period		—		8
Increases related to tax positions taken during the current period		—		97
Balance at the end of the year	$	1,467	$	1,467

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 statement 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, 2019 and 2018, the Company did not recognize any accrued interest and penalties.

The Company files income tax returns in the United States and in various state jurisdictions with varying statutes of limitations. Tax years 2002 through 2018 remain open to examination by the United States and various state jurisdictions. The Company is currently under examination by the Internal Revenue Service for its 2017 taxation year but not under examination in any other jurisdiction for any year.

Accrued Severance Pay and Severance Pay Funds

12 Months Ended

Dec. 31, 2019

Restructuring Charges [Abstract]

Accrued Severance Pay and Severance Pay Funds

16. Accrued severance pay and severance pay funds

The Company’s liability for severance pay in Israel is calculated pursuant to Israeli severance pay law based on the most recent salary of each employee multiplied by the number of years of employment as of the consolidated balance sheet date.

The Company’s liability to all employees is funded by monthly deposits to severance pay funds and insurance policies.

The deposited funds include an accumulated gain up to the consolidated balance sheet date. The total amount of unrealized gains on the deposited funds amounted to $36 ($12 in 2018). The deposited funds may be withdrawn by the employee pursuant to Israeli severance pay law the orders, permits, and regulations. The value of the deposited funds is based on the cash surrender value of the policies.

Segment and Geographic Information

12 Months Ended

Dec. 31, 2019

Segment Reporting [Abstract]

Segment and Geographic Information

17. 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 line 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,
	2019		2018
United States	$	47,723	$	46,311
International		62,683		56,303
Total revenue	$	110,406	$	102,614

As of December 31, 2019, and 2018, substantially all long-lived assets were located in Israel.

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,
	2019		2018
Lease revenue	$	65,170	$	71,540
System revenue		31,730		23,454
Product revenue		6,030		4,412
Service revenue		7,476		3,208
Total revenue	$	110,406	$	102,614

Related Party Transactions

12 Months Ended

Dec. 31, 2019

Related Party Transactions

18. RELATED PARTY TRANSACTIONS

All amounts were at 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.

Services Agreement

In 2016, Ipsum Management (S) Pte. Ltd. (“Ipsum”) began providing marketing and sales support services to the Company’s subsidiary in Singapore. One of the senior executives of the Company is the sole shareholder of Ipsum. For the year ended December 31, 2019, the fees charged by Ipsum were $35. For the year ended December 31, 2018, the fees charged by Ipsum were $44. These amounts are reported as part of general and administrative expenses. No amounts were outstanding as at December 31, 2019 and December 31, 2018.

Non-Interest Demand Loan to PT Neoasia Medical

On July 1, 2016, a senior manager of the Company transferred 100.0% of his shares in Inphronics Limited to the Company, making it a wholly-owned subsidiary. At such time, an unsecured non-interest-bearing working capital loan to PT Neoasia Medical, a subsidiary of Inphronics Limited, that was previously provided by the senior manager of the Company was outstanding. As of December 31, 2019 and December 31, 2018, the outstanding amount of the loan was Indonesian rupiah (“IDR”) 6.9 billion, which is equivalent to $498 and $477, respectively. This loan is reported as part of accrued expenses and other current liabilities.

Distribution agreements

On January 1, 2018, the Company entered into a new Distribution Agreement with Technicalbiomed Co., Ltd. (“TBC”), pursuant to which TBC will continue to distribute the Company’s products in Thailand. A senior manager of the Company is a 30.0% shareholder of TBC. For the years ended December 31, 2019 and 2018, TBC purchased products in the amount of $378 and $330, respectively, under this distribution agreement. These sales are included in products and services revenue.

Intellectual Property Transfer Agreement

In August 2013, the Company entered into a license agreement for the rights to an invention for fractional radio frequency treatment of the skin with the developers of the technology. Pursuant to the license agreement, the developers, amongst which one is a senior executive of the Company, granted to the Company an exclusive worldwide, perpetual, irrevocable license to develop and commercialize their inventions and any product into which it is integrated. As consideration for such license, the Company agreed to pay the developers 7.0% of the gross income received by the Company from sales of the Venus Viva system and the related consumables and $1.50 per Venus Versa system, up to an aggregate amount of $3,000. For the years ended December 31, 2019 and 2018, the Company paid approximately $806 and $382, respectively, in royalties and reported the amounts under research and development expenses in the consolidated financial statements. As of December 31, 2019 and December 31, 2018, $nil and $101, respectively, was outstanding and reported as part of trade payables.

Subsequent Events

12 Months Ended

Dec. 31, 2019

Subsequent Events [Abstract]

Subsequent Events

19. SUBSEQUENT EVENTS

In December 2019, an outbreak of a novel strain of coronavirus originated in Wuhan, China, and has since spread to a number of other countries, including the United States. To date, this outbreak has already resulted in extended shutdowns of certain businesses in China, Europe, the United States and other countries. Global health concerns, such as the coronavirus, could also result in social, economic, and labor instability in the countries in which we or the third parties with whom we engage operate. We cannot presently predict the scope and severity or duration of any potential business shutdowns or disruptions, but if we or any of the third parties with whom we engage, including our suppliers, manufacturers, customers, regulators and other third parties with whom we conduct business, experience shutdowns or other business disruptions, our ability to conduct our business in the manner presently planned could be materially and negatively affected. Disruptions to our business could include restrictions on the ability of our sales and marketing personnel and distributors to travel and sell our systems, disruptions of our global supply chain, reduced demand and/or suspension of operations by our customers which could impact their ability to make monthly payments, or deferral of aesthetic or hair restoration procedures in impacted areas. In addition, the outbreak of contagious diseases or the fear of such an outbreak could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could affect the demand for our systems. Any of these events could negatively impact our business, operating results or financial condition.

On March 5, 2020, the Company’s Board of Directors approved declaration and distribution of dividends from Venus Concept Singapore Pte. Ltd in the amount of 400 Singapore dollars (“SDG”), which is equivalent to $289. The Chief Operating Officer (“COO”) of the Company is an existing shareholder of Venus Concept Singapore Pte. Ltd., therefore this transaction was approved by the Audit Committee as a related party transaction.

On March 18, 2020 the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain investors (collectively, the “Investors”) pursuant to which the Company issued and sold to the Investors an aggregate of 2,300,000 shares of common stock, $0.0001 per share, 660,000 shares of Series A Convertible Preferred Stock, $0.0001 per share, which are convertible into 6,600,000 shares of common stock, and warrants to purchase up to 6,675,000 shares of common stock with an exercise price of $3.50 per share (the “2020 Private Placement”). The warrants have a five-year term and are exercisable beginning 181 days after their issue date. The Series A Preferred Stock will automatically convert into shares of common stock upon receipt of stockholder approval. The Series A Preferred Stock has no voting rights other than as required by law. The 2020 Private Placement was completed on March 19, 2020. The gross proceeds to the Company from the 2020 Private Placement are $22.25 million, before placement agent fees and other offering expenses. EW Healthcare Partners (“EW”) and HealthQuest Capital (“HQ”), existing stockholders of the Company, participated in the 2020 Private Placement. One director of the Company is affiliated with EW and another with HQ, and therefore this transaction was approved by the Audit Committee as a related party transaction.

On March 20, 2020, the Company entered into a Second Amended and Restated Loan Agreement as a borrower with CNB, as amended, (the “CNB Credit Facility”), pursuant to which CNB agreed to make certain loans and other financial accommodations to the Company, and certain of its subsidiaries. In connection with the CNB Credit Facility, the Company also entered into (i) a Second Amended and Restated Guaranty of Payment and Performance with CNB dated as of March 20, 2020, (the “CNB Guaranty”), pursuant to which the Company agreed to guaranty the obligations under the CNB Credit Facility and (ii) a Security Agreement with CNB dated as of March 20, 2020, (the “CNB Security Agreement”), pursuant to which the Company agreed to grant CNB a security interest, in substantially all of its assets, to secure the obligations under the CNB Credit Facility. Borrowings under the CNB Credit Facility are secured by substantially all of the assets of the Company and its subsidiaries and the CNB Guaranty.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2019

Accounting Policies [Abstract]

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP).

Principles of Consolidation

Use of Estimates

Foreign Currency

The consolidated financial statements are presented in U.S. dollars.

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

Cash and Cash Equivalents

Restricted Cash

As of December 31, 2019, and 2018, the Company was required to hold $83 and $19, respectively, in a separate deposit account as collateral for rent and credit cards.

Concentration of Credit Risk

Risks and Uncertainties

Concentration of Customers

Allowance for Doubtful Accounts

The allowance for doubtful accounts consisted of the following activity for years ended December 31, 2019 and 2018 (in thousands):

	As of December 31,
	2019			2018
Balance at beginning of year	$	4,408		$	2,417
Write-offs		(3,905	)		(8,937	)
Provision		9,991			10,928
Balance at end of year	$	10,494		$	4,408

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 includes demonstration units within inventories. Proceeds from the sale of demonstration units are recorded as revenue.

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 and Equipment

Intangible Assets

Impairment of Long-Lived Assets

Goodwill

Debt Issuance Costs

Revenue Recognition

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, 2019 and 2018, advertising costs totaled $2,004 and $1,225, respectively.

Research and Development

Warranty

The Company provides a standard warranty against defects for all of its systems. The warranty period begins upon shipment and is typically for a period between one and 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 Taxes

Uncertain Tax Positions

Business Combinations

Stock-Based Compensation

Net Loss Per Share

Jobs Act Accounting Election

JOBS Act Accounting Election

Recently Issued Accounting Standards Not Yet Adopted

Nature of Operations (Tables)

12 Months Ended

Dec. 31, 2019

Statement Of Financial Position [Abstract]

Summary of Restatement Adjustments on Previously Reported Consolidated Financial Statements

The following table summarizes the impact of the restatement adjustments on Venus Concept Ltd.’s previously reported consolidated financial statements:

	As previously reported		Adjustment			As restated
	$		$			$
Consolidated balance sheet and consolidated statement of stockholders' equity
January 1, 2018
Common Stock		49,978		(49,973	)		5
Additional paid in capital		10,075		49,973			60,048

December 31, 2018
Common Stock		57,101		(57,096	)		5
Additional paid in capital		10,399		57,096			67,495

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2019

Accounting Policies [Abstract]

Summary of Allowance for Doubtful Accounts

The allowance for doubtful accounts consisted of the following activity for years ended December 31, 2019 and 2018 (in thousands):

	As of December 31,
	2019			2018
Balance at beginning of year	$	4,408		$	2,417
Write-offs		(3,905	)		(8,937	)
Provision		9,991			10,928
Balance at end of year	$	10,494		$	4,408

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2019

Earnings Per Share [Abstract]

Computation of Basic and Diluted Net Loss and Weighted Average Number of Shares Used in Computing Basic and Diluted Net Loss Per Share

	For the year ended December 31,
	2019			2018
Numerator:
Net loss	$	(42,295	)	$	(14,209	)
Net loss allocated to stockholders of the Company	$	(40,619	)	$	(14,959	)
Denominator:
Weighted-average shares of common stock outstanding used in computing net loss per share, basic and diluted		8,517			4,733
Net loss per share:
Basic and diluted	$	(4.77	)	$	(3.16	)

Outstanding Shares of Common Stock Equivalents Excluded from Calculation of Diluted Net Loss per Share Attributable to Common Stockholders


	December 31,
	2019		2018
Options to purchase common stock		2,727,764		2,355,258
Warrants for common stock		3,990,067		179,932
Total potential dilutive shares		6,717,831		2,535,190

Business Combinations (Tables)

12 Months Ended

Dec. 31, 2019

Schedule of Revenue, Net Loss and Net Loss Per Share

	Year ended December 31, 2019
Total net revenues	$	2,775
Net loss	$	(4,668	)
Net loss per share, basic and diluted	$	(0.55	)

Schedule of Unaudited Pro Forma Financial Information

	Year ended December 31,
	2019			2018
Total net revenues	$	123,263		$	124,570
Net loss	$	(52,976	)	$	(45,226	)

Schedule of Weighted Average Life of Intangibles Acquired

The weighted average life remaining on the intangibles acquired as a result of both business combinations are as follows:

Intangible asset category:	(in years)
Customer relationships		14
Brand		9
Technology		6
Supplier agreement		9

Venus Concept Ltd.

Schedule of Purchase Price Allocated to Fair Value of Assets and Liabilities Acquired

The purchase price is allocated to the fair value of assets and liabilities acquired as follows:

Number of shares of the combined company to be owned by Venus Concept Inc. shareholders		2,802,466
Multiplied by the price per share of Venus Concept Inc. common stock	$	5.6055
The fair value of Venus Concept Inc. common stock	$	15,709
The value of fully and partially vested stock options and warrants		121
Pre-existing relationships with Venus Concept Ltd.		4,558
Total purchase consideration	$	20,388
Net assets acquired
Cash and cash equivalents and restricted cash	$	7,409
Other current assets		9,308
Property and equipment		1,268
Technology		16,900
Brand		1,200
Goodwill		24,847
Other non-current assets		100
Current liabilities		(12,909	)
Long-term debt, including current portion		(27,505	)
Other non-current liabilities		(230	)
Fair value of net assets acquired	$	20,388

NeoGraft Solutions, Inc

Schedule of Purchase Price Allocated to Fair Value of Assets and Liabilities Acquired

The purchase price is allocated to the fair value of assets and liabilities acquired as follows:

Cash on closing	$	7,502
Installment payments		500
Contingent earn-out payments		677
Total purchase price	$	8,679
Net assets acquired
Inventory	$	1,315
Accounts receivable		44
Property and equipment		7
Accounts payable		(990	)
Customer relationships		1,400
Brand		1,300
Supplier agreement		3,000
Fair value of net assets acquired	$	6,076
Goodwill	$	2,603

Fair Value Measurements - (Tables)

12 Months Ended

Dec. 31, 2019

Fair Value Disclosures [Abstract]

Schedule of Fair Value of Level 2 and Level 3 Financial Assets and Liabilities

The following tables set forth the fair value of the Company’s Level 2 and Level 3 financial assets and liabilities within the fair value hierarchy:

	Fair Value Measurements as of December 31, 2019
	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 ("GIC")	$	—	$	63	$	—	$	63
Restricted cash		—		83		—		83
Total assets	$	—	$	146	$	—	$	146
Liabilities
Long-term debt	$	—	$	—	$	61,351	$	61,351
Contingent earn-out consideration		—		—		655		655
Total liabilities	$	—	$	—	$	62,006	$	62,006

	Fair Value Measurements as of December 31, 2018
	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 ("GIC")	$	—	$	81	$	—	$	81
Restricted cash		—		19		—		19
Total assets	$	—	$	100	$	—	$	100
Liabilities
Long-term debt	$	—	$	—	$	56,401	$	56,401
Contingent earn-out consideration		—		—		950		950
Total liabilities	$	—	$	—	$	57,351	$	57,351

Schedule Aggregate Fair Values of Earn-out Liability

The following table provides a roll forward of the aggregate fair values of the earn-out liability as of December 31, 2019, for which fair value is determined using Level 3 inputs:

Beginning balance	$	1,177
Payments		(227	)
December 31, 2018		950
Payments		(828	)
Change in value		533
December 31, 2019	$	655

Accounts Receivable (Tables)

12 Months Ended

Dec. 31, 2019

Receivables [Abstract]

Summary of Accounts Receivables

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

	As of December 31,
	2019			2018
Gross accounts receivable	$	105,127		$	78,962
Unearned income		(5,623	)		(5,601	)
Allowance for doubtful accounts		(10,494	)		(4,408	)
	$	89,010		$	68,953
Reported as:
Current trade receivables	$	58,977		$	35,314
Current unearned interest income		(3,942	)		(3,849	)
Long-term trade receivables		35,656			39,240
Long-term unearned interest income		(1,681	)		(1,752	)
	$	89,010		$	68,953

Schedule of Contractual Commitments, Net of Allowance for Doubtful Accounts

The following are the contractual commitments, net of allowance for doubtful accounts, to be received by the Company over the next 5 years:

			December 31,
	Total		2020		2021		2022		2023		2024
Current financing receivables, net of allowance of $2,960	$	37,197	$	37,197	$	—	$	—	$	—	$	—
Long-term financing receivables, net of allowance of $2,818		35,405		—		25,701		9,527		177		—
	$	72,602	$	37,197	$	25,701	$	9,527	$	177	$	—

Select Balance Sheet and Statement of Operations Information (Tables)

12 Months Ended

Dec. 31, 2019

Select Balance Sheet And Income Statement Information [Abstract]

Schedule of Inventory

Inventory consists of the following:

	December 31,
	2019		2018
Raw materials	$	877	$	92
Work-in-progress		2,067		1,323
Finished goods		15,900		18,846
Total inventory	$	18,844	$	20,261

Schedule of Property and Equipment, Net

Property and equipment, net consist of the following:

		December 31,
	Useful Lives (in years)	2019			2018
Lab equipment tooling and molds	4 - 10	$	7,872		$	3,379
Office furniture and equipment	6 - 10		1,710			974
Leasehold improvements	up to 10		1,950			948
Computers and software	3		1,811			783
Vehicles	5 - 7		16			70
Total property and equipment			13,359			6,154
Less: Accumulated depreciation			(8,711	)		(2,773	)
Total property and equipment, net		$	4,648		$	3,381

Schedule of Other Current Assets

	December 31,
	2019		2018
Government remittances⁽¹⁾	$	1,704	$	987
Sundry assets and miscellaneous		1,397		436
Total other current assets	$	3,101	$	1,423

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

Schedule of Accrued Expenses and Other Current Liabilities

	December 31,
	2019		2018
Payroll and related expense	$	3,117	$	728
Accrued expenses		10,645		4,303
Commission accrual		4,215		3,866
Sales and consumption taxes		3,143		1,983
Total accrued expenses and other current liabilities	$	21,120	$	10,880

Schedule of Change in Warranty Accrual

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

	December 31,
	2019			2018
Balance as of the beginning of the year	$	1,336		$	1,039
Warranties assumed through business combination		273			-
Warranties issued during the year		1,038			998
Warranty costs incurred during the year		(670	)		(701	)
Balance at the end of the year	$	1,977		$	1,336
Current		1,254			495
Long-term		723			841
Total	$	1,977		$	1,336

Schedule of Finance Expenses

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

	December 31,
	2019			2018
Interest expense	$	7,166		$	4,889
Gain on settlement of debt		(297	)		—
Accretion on long-term debt		680			472
Total finance expenses	$	7,549		$	5,361

Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2019

Goodwill And Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets Net of Accumulated Amortization

Intangible assets net of accumulated amortization were as follows:

	At December 31, 2019
	Gross Amount		Accumulated Amortization			Net Amount
Customer relationships	$	1,400	$	(149	)	$	1,251
Brand		2,500		(276	)		2,224
Technology		16,900		(469	)		16,431
Supplier agreement		3,000		(568	)		2,432
Total intangible assets	$	23,800	$	(1,462	)	$	22,338

	At December 31, 2018
	Gross Amount		Accumulated Amortization			Net Amount
Customer relationships	$	1,400	$	(56	)	$	1,344
Brand		1,300		(125	)		1,175
Supplier agreement		3,000		(267	)		2,733
Total intangible assets	$	5,700	$	(448	)	$	5,252

Schedule of Estimated Amortization Expense

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

Years ending December 31,
2020	$	3,473
2021		3,473
2022		3,473
2023		3,473
2024		3,473
Thereafter		4,973
Total	$	22,338

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2019

Commitments And Contingencies Disclosure [Abstract]

Summary of Aggregate Future Minimum Lease Payments under Operating Leases

Aggregate future minimum lease payments and purchase commitments with manufacturers as of December 31, 2019 are as follows:

Years ending December 31,	Office Lease		Purchase Commitments		Total
2020	$	2,071	$	5,976	$	8,047
2021		1,788		—		1,788
2022		937		—		937
2023		515		—		515
Thereafter		1,410		—		1,410
Total	$	6,721	$	5,976	$	12,697

Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2019

Debt Disclosure [Abstract]

Schedule Principal Payments on Outstanding Borrowings

The scheduled principal payments on the outstanding borrowings as of December 31, 2019 are as follows:

	As of December 31, 2019
2020	$	-
2021		-
2022		62,700
Total		62,700
Less: debt discounts and issuance costs		(1,471	)
Less: current portion		-
Non-current portion	$	61,229

Common Stock Reserved For Issuance (Tables)

12 Months Ended

Dec. 31, 2019

Equity [Abstract]

Schedule of Common Stock Reserved for Issuance

	December 31, 2019
Outstanding common stock warrants		3,990,067
Outstanding stock options		3,278,439
Shares reserved for future option grants		742,828
Total common stock reserved for issuance		8,011,334

Stock Option Plan (Tables)

12 Months Ended

Dec. 31, 2019

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Summary of Recognized Stock-based Compensation Expense for Employees and Non-employees

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,
	2019		2018
Cost of sales	$	3	$	2
Selling and marketing		77		416
General and administrative		840		785
Research and development		1,238		54
Total stock-based compensation	$	2,158	$	1,257

Assumptions used in Fair Value of Option Estimated at Date of Grant using Black-Scholes Option Pricing Formula

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,
	2019	2018
Expected term (in years)	4.00-5.00	3.00-4.00
Risk-free interest rate	1.4-2.53%	2.10-2.80%
Expected volatility	49.00%	50.00%
Expected dividend rate	0%	0%

Summary of Stock Option Activity

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, 2019		3,273,750			3.71		4.58	$	23,283
Options granted		173,842			7.80
Options exercised		(175,736	)		2.02
Options forfeited/cancelled		(196,951	)		10.94
Options assumed through business combination		203,534			29.97
Outstanding - December 31, 2019		3,278,439			5.29		5.08	$	4,885
Exercisable – December 31, 2019		2,727,764			4.44		4.37	$	4,885
Expected to vest – after December 31, 2019		550,675			9.50		8.61	$	-

Summary of Information about Share Options Outstanding and Exercisable

The following tables summarize information about share options outstanding and exercisable at December 31, 2019:

	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
$0.15 - $3.60		1,890,312		3.23	$	2.12		1,890,312		3.23	$	2.12
$5.25 - $12.00		1,219,339		7.73		6.77		717,111		7.33		6.21
$12.45 - $26.10		89,542		6.14		22.38		63,804		5.61		24.13
$26.70 - $33.00		55,335		2.60		27.05		40,507		2.87		27.18
$36.00 - $94.65		23,911		6.97		66.38		16,030		6.54		63.51
		3,278,439		5.08	$	5.29		2,727,764		4.37	$	4.44

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2019

Income Tax Disclosure [Abstract]

Schedule of Geographical Breakdown of Loss Before Provision for Income Taxes

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

	Year Ended December 31,
	2019			2018
United States	$	(23,194	)	$	(6,260	)
Other jurisdictions		(17,244	)		(5,734	)
Loss before income taxes	$	(40,438	)	$	(11,994	)

Schedule of Components of Provision for Income Taxes

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

	Year Ended December 31,
	2019			2018
Current tax provision:
Federal	$	—		$	1,291
Foreign		2,989			562
State		—			(74	)
Total current tax provision		2,989			1,779
Deferred tax provision (benefit):
Federal		—			851
Foreign		(1,132	)		(626	)
State		—			211
Total deferred tax provision (benefit)	$	(1,132	)	$	436
Total provision for income taxes	$	1,857		$	2,215

Reconciliation between Income Taxes Computed at Federal Statutory Income Tax Rate and Provision for Income Taxes

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,
	2019			2018
Loss before income taxes	$	(40,438	)	$	(11,994	)
Theoretical tax benefit at the statutory rate (23.9% in 2019, 23.6% in 2018)		(9,665	)		(2,827	)
Differences in jurisdictional tax rates		(337	)		211
Recognition of losses		(1,923	)		467
Valuation allowance		12,343			2,433
Non-deductible expenses		2,217			1,931
Other		(778	)		—
Total income tax benefit		1,857			2,215
Net loss	$	(42,295	)	$	(14,209	)

Schedule of Components of Deferred Tax Assets and Deferred Tax Liabilities

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

	December 31,
	2019			2018
Deferred tax assets:
Accrued vacation	$	—		$	22
Property and equipment		81			4
Accrued severance pay		—			88
Deferred revenue		101			—
Allowance for doubtful accounts		440			—
Accrued warranty		—			183
Loss carryforwards		56,154			6,739
Valuation allowance		(56,154	)		(6,739	)
Total deferred tax assets	$	622		$	297
Deferred tax liabilities:
Deferred revenue	$	1,017		$	1,774
Acquisition related intangible assets		—			119
Total deferred tax liabilities	$	1,017		$	1,893

Schedule of Reconciliation of Uncertain Tax Position

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

	Year Ended December 31,
	2019		2018
Balance as of the beginning of the year	$	1,467	$	1,362
Increases related to tax positions in prior period		—		8
Increases related to tax positions taken during the current period		—		97
Balance at the end of the year	$	1,467	$	1,467

Segment and Geographic Information (Tables)

12 Months Ended

Dec. 31, 2019

Segment Reporting [Abstract]

Schedule of Revenue by Geographic Area

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

	Year Ended December 31,
	2019		2018
United States	$	47,723	$	46,311
International		62,683		56,303
Total revenue	$	110,406	$	102,614

Schedule of Revenue by Type

The following table presents revenue by type:

	Year Ended December 31,
	2019		2018
Lease revenue	$	65,170	$	71,540
System revenue		31,730		23,454
Product revenue		6,030		4,412
Service revenue		7,476		3,208
Total revenue	$	110,406	$	102,614

Nature of Operations - Additional Information (Details)			3 Months Ended	12 Months Ended
Nature of Operations - Additional Information (Details)	Nov. 07, 2019 shares $ / shares	Nov. 03, 2019 USD ($) $ / shares shares	Sep. 30, 2019 USD ($) Installment	Dec. 31, 2019 USD ($) $ / shares	Dec. 31, 2018 USD ($) $ / shares
Nature Of Operations [Line Items]
Common stock, par value \| $ / shares				$ 0.0001	$ 0.0001
Gross proceeds from securities sold					$ 6,915,000
Costs incurred				$ 1,471,000
Accumulated deficit				$ 75,686,000	$ 35,067,000
Unsecured Subordinated Promissory Note \| Restoration Robotics, Inc.
Nature Of Operations [Line Items]
Loan amount given			$ 4,500,000
Number of installments of loan amount given \| Installment			3
Debt instrument, interest rate, stated percentage			8.00%
Borrowings mature date			Nov. 30, 2019
Gain (loss) at closing of merger			$ 0
Venus Concept Ltd. \| Private Placement \| Concurrent Financing
Nature Of Operations [Line Items]
Common stock, par value \| $ / shares		$ 0.0001
Number of shares issuable \| shares		7,483,980
Warrants to purchase shares of common stock \| shares		3,741,990
Exercise price of warrants \| $ / shares		$ 6.00
Gross proceeds from securities sold		$ 28,065,000
Costs incurred		$ 1,564,000
Merger Agreement \| Venus Concept Ltd.
Nature Of Operations [Line Items]
Right to number of shares to be received in exchange of each outstanding ordinary and preferred share \| shares	8.6506
Common stock, par value \| $ / shares	$ 0.0001
Reverse stock split				15-for-1 reverse stock split
Reverse stock split conversion ratio	15

Nature of Operations - Summary of Restatement Adjustments on Previously Reported Consolidated Financial Statements (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018	Jan. 01, 2018
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Common Stock	$ 24	$ 5	$ 5
Additional paid in capital	$ 149,840	67,495	60,048
As Previously Reported
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Common Stock		57,101	49,978
Additional paid in capital		10,399	10,075
Adjustment
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Common Stock		(57,096)	(49,973)
Additional paid in capital		$ 57,096	$ 49,973

Summary of Significant Accounting Policies - Additional Information (Details)	12 Months Ended
	Dec. 31, 2019 USD ($) Customer	Dec. 31, 2018 USD ($) Customer
Summary Of Significant Accounting Policies [Line Items]
Non-controlling interest, description	Company does not own 100% of its subsidiaries, it accounts for the partial ownership interest through non-controlling interest.
Restricted cash	$ 83,000	$ 19,000
Impairment of long-lived assets	$ 0	0
Subscription contracts, installment period	36 months
Advertising costs	$ 2,004,000	$ 1,225,000
Effective tax benefit realized upon ultimate settlement	50.00%
Acquisition measurement adjustments period, description	within one year from closing
Minimum
Summary Of Significant Accounting Policies [Line Items]
Discounted based implicit interest rate in subscription lease	8.00%	8.00%
Estimated useful lives of intangible assets	6 years
Warranty period on systems against defects	1 year
Minimum \| Property and Equipment
Summary Of Significant Accounting Policies [Line Items]
Depreciation and amortization, estimated useful lives of assets	3 years
Maximum
Summary Of Significant Accounting Policies [Line Items]
Discounted based implicit interest rate in subscription lease	9.00%	9.00%
Estimated useful lives of intangible assets	15 years
Warranty period on systems against defects	3 years
Maximum \| Property and Equipment
Summary Of Significant Accounting Policies [Line Items]
Depreciation and amortization, estimated useful lives of assets	10 years
Customer Concentration Risk \| Revenue
Summary Of Significant Accounting Policies [Line Items]
Number of major customers \| Customer	0	0
Concentration Risk, Percentage	10.00%	10.00%
Customer Concentration Risk \| Accounts Receivable
Summary Of Significant Accounting Policies [Line Items]
Number of major customers \| Customer	0	0
Concentration Risk, Percentage	10.00%	10.00%
Allowance for doubtful accounts	$ 10,494,000	$ 4,408,000
Collateral for Rent and Credit Cards \| Other Assets
Summary Of Significant Accounting Policies [Line Items]
Restricted cash	$ 83,000	$ 19,000

Summary of Significant Accounting Policies - Summary of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Accounting Policies [Abstract]
Balance at beginning of year	$ 4,408	$ 2,417
Write-offs	(3,905)	(8,937)
Provision	9,991	10,928
Balance at end of year	$ 10,494	$ 4,408

Net Loss Per Share - Computation of Basic and Diluted Net Loss and Weighted Average Number of Shares Used in Computing Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Numerator:
Net loss	$ (42,295)	$ (14,209)
Net loss allocated to stockholders of the Company	$ (40,619)	$ (14,959)
Weighted-average number of shares used in per share calculation:
Weighted-average shares of common stock outstanding used in computing net loss per share, basic and diluted	8,517	4,733
Net loss per share:
Basic and diluted	$ (4.77)	$ (3.16)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ 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

Net Loss Per Share - Outstanding Shares of Common Stock Equivalents Excluded from Calculation of Diluted Net Loss per Share Attributable to Common Stockholders (Details) - shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total potential dilutive shares	6,717,831	2,535,190
Options to Purchase Common Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total potential dilutive shares	2,727,764	2,355,258
Warrants for Common Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total potential dilutive shares	3,990,067	179,932

Business Combinations - Additional Information (Details) $ in Thousands				12 Months Ended
	Nov. 07, 2019 USD ($)	Jul. 04, 2019 USD ($)	Feb. 15, 2018 USD ($) Installment	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)
Business Acquisition [Line Items]
Total revenues				$ 110,406	$ 102,614
Net Income				(40,619)	$ (14,959)
Venus Concept Ltd.
Business Acquisition [Line Items]
Total consideration for acquisition	$ 20,388
Venus Concept Ltd. \| General and Administrative Expenses
Business Acquisition [Line Items]
Acquisition-related expenses				12,200
Venus Concept Ltd. \| Common Stock
Business Acquisition [Line Items]
The fair value of equity interests	15,709
Venus Concept Ltd. \| Restoration Robotics, Inc.
Business Acquisition [Line Items]
Fair value of promissory notes issued	$ 4,600
Venus Concept Israel Ltd.
Business Acquisition [Line Items]
Acquisition-related expenses		$ 19
Percentage of ownership interest acquired		49.00%
Total consideration for acquisition		$ 123
Venus Concept Japan Co., Ltd.
Business Acquisition [Line Items]
Percentage of ownership interest acquired					49.00%
Total consideration for acquisition					$ 21
Venus Concept UK Limited
Business Acquisition [Line Items]
Percentage of ownership interest acquired					40.00%
Total consideration for acquisition					$ 452
NeoGraft Solutions, Inc
Business Acquisition [Line Items]
Acquisition-related expenses					67
Total consideration for acquisition			$ 8,679
Total revenues					7,763
Net Income					$ 707
Amount of consideration held back			$ 500
Number of installments \| Installment			2
Annual installment payable amount			$ 250
Amount of installments payable due				$ 250

Business Combinations - Schedule of Purchase Price Allocated to Fair Value of Assets and Liabilities Acquired (Details) - USD ($) $ / shares in Units, $ in Thousands			12 Months Ended
	Nov. 07, 2019	Feb. 15, 2018	Dec. 31, 2018	Dec. 31, 2019
Net assets acquired
Goodwill			$ 2,603	$ 27,450
Cash on closing			7,502
Net assets acquired
Goodwill			$ 2,603	$ 27,450
Venus Concept Ltd.
Business Acquisition [Line Items]
Number of shares of the combined company to be owned by Venus Concept Inc. shareholders	2,802,466
Multiplied by the price per share of Venus Concept Inc. common stock	$ 5.6055
Pre-existing relationships with Venus Concept Ltd.	$ 4,558
Total purchase consideration	20,388
Net assets acquired
Cash and cash equivalents and restricted cash	7,409
Other current assets	9,308
Property and equipment	1,268
Goodwill	24,847
Other non-current assets	100
Current liabilities	(12,909)
Long-term debt, including current portion	(27,505)
Other non-current liabilities	(230)
Fair value of net assets acquired	20,388
Net assets acquired
Property and equipment	1,268
Goodwill	24,847
Venus Concept Ltd. \| Common Stock
Business Acquisition [Line Items]
The fair value of equity interests	15,709
Venus Concept Ltd. \| Fully and Partially Vested Stock Options and Warrants
Business Acquisition [Line Items]
The fair value of equity interests	121
Venus Concept Ltd. \| Technology
Net assets acquired
Intangibles assets	16,900
Net assets acquired
Intangibles assets	16,900
Venus Concept Ltd. \| Brand
Net assets acquired
Intangibles assets	1,200
Net assets acquired
Intangibles assets	$ 1,200
NeoGraft Solutions, Inc
Business Acquisition [Line Items]
Total purchase consideration		$ 8,679
Net assets acquired
Property and equipment		7
Goodwill		2,603
Cash on closing		7,502
Installment payments		500
Contingent earn-out payments		677
Net assets acquired
Inventory		1,315
Accounts receivable		44
Property and equipment		7
Accounts payable		(990)
Fair value of net assets acquired		6,076
Goodwill		2,603
NeoGraft Solutions, Inc \| Brand
Net assets acquired
Intangibles assets		1,300
Net assets acquired
Intangibles assets		1,300
NeoGraft Solutions, Inc \| Customer Relationships
Net assets acquired
Intangibles assets		1,400
Net assets acquired
Intangibles assets		1,400
NeoGraft Solutions, Inc \| Supplier Agreement
Net assets acquired
Intangibles assets		3,000
Net assets acquired
Intangibles assets		$ 3,000

Business Combinations - Schedule of Revenue, Net Loss and Net Loss Per Share (Details) - Restoration Robotics, Inc. $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2019 USD ($) $ / shares
Business Acquisition [Line Items]
Total net revenues	$ 2,775
Net loss	$ (4,668)
Net loss per share, basic and diluted \| $ / shares	$ (0.55)

Business Combinations - Schedule of Unaudited Pro Forma Financial Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Business Acquisition Pro Forma Information [Abstract]
Total net revenues	$ 123,263	$ 124,570
Net loss	$ (52,976)	$ (45,226)

Business Combinations - Schedule of Weighted Average Life of Intangibles Acquired (Details)	12 Months Ended
	Dec. 31, 2019
Customer Relationships
Business Acquisition [Line Items]
Weighted average life remaining on acquired intangibles	14 years
Brand
Business Acquisition [Line Items]
Weighted average life remaining on acquired intangibles	9 years
Technology
Business Acquisition [Line Items]
Weighted average life remaining on acquired intangibles	6 years
Supplier Agreement
Business Acquisition [Line Items]
Weighted average life remaining on acquired intangibles	9 years

Fair Value Measurements - Schedule of Fair Value of Level 2 and Level 3 Financial Assets and Liabilities - (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total assets	$ 146	$ 100
Total liabilities	62,006	57,351
Long-term Debt
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total liabilities	61,351	56,401
Significant Other Observable Inputs (Level 2)
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total assets	146	100
Significant Unobservable Inputs (Level 3)
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total liabilities	62,006	57,351
Significant Unobservable Inputs (Level 3) \| Long-term Debt
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total liabilities	61,351	56,401
Guaranteed Investment Certificates
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total assets	63	81
Guaranteed Investment Certificates \| Significant Other Observable Inputs (Level 2)
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total assets	63	81
Restricted Cash
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total assets	83	19
Restricted Cash \| Significant Other Observable Inputs (Level 2)
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total assets	83	19
Contingent Earn-out Consideration
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total liabilities	655	950
Contingent Earn-out Consideration \| Significant Unobservable Inputs (Level 3)
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total liabilities	$ 655	$ 950

Fair Value Measurements - Schedule Aggregate Fair Values of Earn-out Liability - (Details) - Level 3 - Contingent Earn-out Consideration - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning balance	$ 950	$ 1,177
Payments	(828)	(227)
Change in value	533
Ending balance	$ 655	$ 950

Accounts Receivable - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Accounts Notes and Loans Receivable [Line Items]
Sales-type leases term of lease	36 months
Allowance for doubtful accounts	$ 10,494	$ 4,408	$ 2,417
Provision for bad debt	9,991	10,928
Customer Filed for Bankruptcy
Accounts Notes and Loans Receivable [Line Items]
Provision for bad debt		8,300
Trade Receivables and Long-term Receivables
Accounts Notes and Loans Receivable [Line Items]
Financing receivables, consisting of sales-type leases	$ 72,602	$ 74,554

Accounts Receivable - Summary of Accounts Receivables (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Accounts Notes and Loans Receivable [Line Items]
Gross accounts receivable	$ 105,127	$ 78,962
Unearned income	(5,623)	(5,601)
Allowance for doubtful accounts	(10,494)	(4,408)	$ (2,417)
Net accounts receivable	89,010	68,953
Current trade receivables	58,977	42,663
Current unearned interest income	(3,942)	(3,849)
Long-term receivables	35,656	38,201
Long-term unearned interest income	(1,681)	(1,752)
Trade Accounts Receivable
Accounts Notes and Loans Receivable [Line Items]
Current trade receivables	58,977	35,314
Long-term receivables	$ 35,656	$ 39,240

Accounts Receivable - Schedule of Contractual Commitments, Net of Allowance for Doubtful Accounts (Details) $ in Thousands	Dec. 31, 2019 USD ($)
Accounts Notes and Loans Receivable [Line Items]
Total financing receivables	$ 72,602
2020	37,197
2021	25,701
2022	9,527
2023	177
Current financing receivables, net of allowance of $2,960
Accounts Notes and Loans Receivable [Line Items]
Total financing receivables	37,197
2020	37,197
Long-term financing receivables, net of allowance of $2,818
Accounts Notes and Loans Receivable [Line Items]
Total financing receivables	35,405
2021	25,701
2022	9,527
2023	$ 177

Accounts Receivable - Schedule of Contractual Commitments, Net of Allowance for Doubtful Accounts (Parenthetical) (Details) $ in Thousands	Dec. 31, 2019 USD ($)
Receivables [Abstract]
Allowance for current financing receivables	$ 2,960
Allowance for long-term financing receivables	$ 2,818

Select Balance Sheet and Statement of Operations Information - Schedule of Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Inventory Disclosure [Abstract]
Raw materials	$ 877	$ 92
Work-in-progress	2,067	1,323
Finished goods	15,900	18,846
Total inventory	$ 18,844	$ 20,261

Select Balance Sheet and Statement of Operations Information - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Select Balance Sheet And Statement Of Operations Information [Abstract]
Cost of goods sold	$ 26,869	$ 19,929
Provision for inventory obsolescence	1,439	470
Depreciation expense	$ 1,026	$ 892

Select Balance Sheet and Statement of Operations Information - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Property Plant And Equipment [Line Items]
Lab equipment tooling and molds	$ 7,872	$ 3,379
Office furniture and equipment	1,710	974
Leasehold improvements	1,950	948
Computers and software	1,811	783
Vehicles	16	70
Total property and equipment	13,359	6,154
Less: Accumulated depreciation	(8,711)	(2,773)
Total property and equipment, net	$ 4,648	$ 3,381
Lab Equipment Tooling and Molds \| Minimum
Property Plant And Equipment [Line Items]
Property and equipment, Useful lives	P4Y
Lab Equipment Tooling and Molds \| Maximum
Property Plant And Equipment [Line Items]
Property and equipment, Useful lives	P10Y
Office Furniture and Equipment \| Minimum
Property Plant And Equipment [Line Items]
Property and equipment, Useful lives	P6Y
Office Furniture and Equipment \| Maximum
Property Plant And Equipment [Line Items]
Property and equipment, Useful lives	P10Y
Leasehold Improvements
Property Plant And Equipment [Line Items]
Property and equipment, Useful lives	up to 10
Computers and Software
Property Plant And Equipment [Line Items]
Property and equipment, Useful lives	P3Y
Vehicles \| Minimum
Property Plant And Equipment [Line Items]
Property and equipment, Useful lives	P5Y
Vehicles \| Maximum
Property Plant And Equipment [Line Items]
Property and equipment, Useful lives	P7Y

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

Dec. 31, 2019

Dec. 31, 2018

Other Assets [Abstract]

Government remittances

^[1]

$ 1,704

$ 987

Sundry assets and miscellaneous

1,397

436

Total other current assets

$ 3,101

$ 1,423

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

Select Balance Sheet and Statement of Operations Information - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Payables And Accruals [Abstract]
Payroll and related expense	$ 3,117	$ 728
Accrued expenses	10,645	4,303
Commission accrual	4,215	3,866
Sales and consumption taxes	3,143	1,983
Total accrued expenses and other current liabilities	$ 21,120	$ 10,880

Select Balance Sheet and Statement of Operations Information - Schedule of Change in Warranty Accrual (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Product Warranty Accrual Balance Sheet Classification [Abstract]
Warranty accrual, Balance as of the beginning of the year	$ 1,336	$ 1,039
Warranties assumed through business combination	273
Warranties issued during the year	1,038	998
Warranty costs incurred during the year	(670)	(701)
Warranty accrual, Balance at the end of the year	1,977	1,336
Current	1,254	495
Long-term	$ 723	$ 841

Select Balance Sheet and Statement of Operations Information - Schedule of Finance Expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Interest And Debt Expense [Abstract]
Interest expense	$ 7,166	$ 4,889
Gain on settlement of debt	(297)
Accretion on long-term debt	680	472
Total finance expenses	$ 7,549	$ 5,361

Intangible Assets - Schedule of Intangible Assets Net of Accumulated Amortization (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Finite Lived Intangible Assets [Line Items]
Gross Amount	$ 23,800	$ 5,700
Accumulated Amortization	(1,462)	(448)
Net Amount	22,338	5,252
Customer Relationships
Finite Lived Intangible Assets [Line Items]
Gross Amount	1,400	1,400
Accumulated Amortization	(149)	(56)
Net Amount	1,251	1,344
Brand
Finite Lived Intangible Assets [Line Items]
Gross Amount	2,500	1,300
Accumulated Amortization	(276)	(125)
Net Amount	2,224	1,175
Technology
Finite Lived Intangible Assets [Line Items]
Gross Amount	16,900
Accumulated Amortization	(469)
Net Amount	16,431
Supplier Agreement
Finite Lived Intangible Assets [Line Items]
Gross Amount	3,000	3,000
Accumulated Amortization	(568)	(267)
Net Amount	$ 2,432	$ 2,733

Intangible Assets - Schedule of Estimated Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Finite Lived Intangible Assets Future Amortization Expense [Abstract]
2020	$ 3,473
2021	3,473
2022	3,473
2023	3,473
2024	3,473
Thereafter	4,973
Net Amount	$ 22,338	$ 5,252

Commitments and Contingencies - Summary of Aggregate Future Minimum Lease Payments and Purchase Commitments with Manufacturers (Details) $ in Thousands	Dec. 31, 2019 USD ($)
Commitments And Contingencies Disclosure [Abstract]
2020, Office Lease	$ 2,071
2021, Office Lease	1,788
2022, Office Lease	937
2023, Office Lease	515
Thereafter, Office Lease	1,410
Total, Office Lease	6,721
2020, Purchase Commitments	5,976
Total, Purchase Commitments	5,976
2020	8,047
2021	1,788
2022	937
2023	515
Thereafter	1,410
Total	$ 12,697

Commitments and Contingencies - Additional Information (Details) $ in Thousands	12 Months Ended		13 Months Ended
	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)	Jun. 11, 2019 Complaint
Commitment And Contingencies [Line Items]
Rent expense	$ 2,199	$ 1,344
Purchase obligation	$ 5,976
Equipment sales and services percentage	5.00%
Earn-out payments	$ 655	$ 950
Number of complaints filed \| Complaint			4
Contract Manufacturers
Commitment And Contingencies [Line Items]
Purchase obligation	5,748
Open Purchase Order
Commitment And Contingencies [Line Items]
Purchase obligation	$ 1,516
Open purchase cancellation period	90 days
Percentage of open purchase order	15.00%

Convertible Promissory Notes - Additional Information (Details) $ / shares in Units, $ in Thousands, shares in Millions				3 Months Ended	10 Months Ended
	Nov. 07, 2019 USD ($) $ / shares shares	Aug. 20, 2019 USD ($) ConvertiblePromissoryNote	Feb. 28, 2019 USD ($) $ / shares	Mar. 30, 2020 shares	Nov. 06, 2019 USD ($)	Dec. 31, 2019 $ / shares	Aug. 31, 2019 USD ($)	Jun. 30, 2019 USD ($)	Dec. 31, 2018 $ / shares
Debt Instrument [Line Items]
Common stock, par value						$ 0.0001			$ 0.0001
Unsecured Convertible Promissory Notes
Debt Instrument [Line Items]
Debt instrument, borrowed amount \| $							$ 21,250	$ 7,800
Unsecured Convertible Promissory Notes \| Note Purchase Agreement
Debt Instrument [Line Items]
Debt instrument, borrowed amount \| $	$ 36,958	$ 2,000	$ 5,000
Conversion price of convertible promissory notes	$ 6.996		$ 0.825
Date of amendment of note purchase agreement		Aug. 28, 2020	Aug. 20, 2019
Number of convertible promissory notes issued \| ConvertiblePromissoryNote		1
Convertible notes converted into common stock \| shares	5.3
Unsecured Convertible Promissory Notes \| Note Purchase Agreement \| Subsequent Event
Debt Instrument [Line Items]
Convertible notes converted into common stock \| shares				1.2
8% 2019 Unsecured Convertible Promissory Notes
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage						8.00%
Interest expense \| $					$ 599
8% 2019 Unsecured Convertible Promissory Notes \| Merger Agreement
Debt Instrument [Line Items]
Common stock, par value						$ 0.0001
Conversion price of convertible promissory notes						$ 6.996

Long-Term Debt - Additional Information (Details)				1 Months Ended		12 Months Ended
Long-Term Debt - Additional Information (Details)	Jul. 26, 2019 USD ($)	Jul. 25, 2019 USD ($)	Aug. 14, 2018	Aug. 30, 2019 USD ($)	May 31, 2018 USD ($)	Dec. 31, 2019 USD ($) $ / shares shares	Dec. 31, 2018 USD ($) shares
Debt Instrument [Line Items]
Debt instrument, borrowed amount						$ 62,700,000
Common stock, shares outstanding \| shares						28,686,116	4,772,956
Repayments of long-term debt						$ 0	$ 0
Solar Loan and Security Agreement \| Solar Two Thousand Eighteen Warrants
Debt Instrument [Line Items]
Debt conversion, warrants issued \| shares						10,781
Exercise price of warrants \| $ / shares						$ 55.65
Debt instrument, term						10 years
Warrants outstanding \| shares						10,781
Solar Loan and Security Agreement \| Solar 2019 Warrants
Debt Instrument [Line Items]
Exercise price of warrants \| $ / shares						$ 6.00
Warrants outstanding \| shares						50,000
Fair value of warrants issued						$ 137,000
Solar Loan and Security Agreement \| Solar 2019 Warrants \| Maximum
Debt Instrument [Line Items]
Debt conversion, warrants issued \| shares						50,000
Solar Loan and Security Agreement \| Solar 2019 Warrants \| Measurement Input, Share Price
Debt Instrument [Line Items]
Warrants and Rights Outstanding, Measurement Input \| $ / shares						5.61
Solar Loan and Security Agreement \| Solar 2019 Warrants \| Measurement Input, Exercise Price
Debt Instrument [Line Items]
Warrants and Rights Outstanding, Measurement Input \| $ / shares						6.00
Solar Loan and Security Agreement \| Solar 2019 Warrants \| Measurement Input, Risk Free Interest Rate
Debt Instrument [Line Items]
Warrants and Rights Outstanding, Measurement Input						0.0174
Solar Loan and Security Agreement \| Solar 2019 Warrants \| Measurement Input, Price Volatility
Debt Instrument [Line Items]
Warrants and Rights Outstanding, Measurement Input						0.580
Solar Loan and Security Agreement \| Solar 2019 Warrants \| Measurement Input, Expected Term
Debt Instrument [Line Items]
Debt instrument, term						5 years
Solar Loan and Security Agreement \| Solar 2019 Warrants \| Measurement Input, Expected Dividend Rate
Debt Instrument [Line Items]
Warrants and Rights Outstanding, Measurement Input						0.00
Madryn Credit Agreement
Debt Instrument [Line Items]
Debt instrument, term						10 years
Debt instrument, borrowed amount						$ 70,000,000
Debt conversion, warrants issued \| shares						150,000
Exercise price of warrants \| $ / shares						$ 5.0604
Debt instrument, maturity date						Sep. 30, 2022
Common stock, shares outstanding \| shares						179,932
Debt instrument, interest rate			9.00%
Interest rate, paid in cash			9.00%
Interest rate, paid in kind			4.00%
Debt instrument, interest rate terms						Effective August 14, 2018, interest on the Madryn loan is 9%, payable quarterly. Previously, interest was payable quarterly, at the Company’s option, as follows: cash interest 9% during the interest only period, which was 3 years or 12 principal payments after closing, plus an additional 4% rate, paid in kind (“PIK”).
Liquidity covenant	$ 200	$ 2,000
Equity increased from lowered liquidity covenant				$ 21,000
Proceeds from concurrent financing				$ 21,000
Madryn Credit Agreement \| Debt Instrument, Redemption, Period One
Debt Instrument [Line Items]
Percentage of principal amount of borrowings being prepaid	8.00%
Madryn Credit Agreement \| Debt Instrument, Redemption, Period Two
Debt Instrument [Line Items]
Percentage of principal amount of borrowings being prepaid	6.50%
Madryn Credit Agreement \| Debt Instrument, Redemption, Period Three
Debt Instrument [Line Items]
Percentage of principal amount of borrowings being prepaid	5.00%
Madryn Credit Agreement \| Debt Instrument, Redemption, Period Four
Debt Instrument [Line Items]
Percentage of principal amount of borrowings being prepaid	4.00%
Madryn Credit Agreement \| Debt Instrument, Redemption, Period Five
Debt Instrument [Line Items]
Percentage of principal amount of borrowings being prepaid	3.00%
Madryn Credit Agreement \| Debt Instrument Redemption Period Six
Debt Instrument [Line Items]
Percentage of principal amount of borrowings being prepaid	2.00%
Madryn Credit Agreement \| Series B Preferred Shares
Debt Instrument [Line Items]
Debt conversion, warrants issued \| shares						150,000
Exercise price of warrants \| $ / shares						$ 5.0604
Madryn Credit Agreement \| Series C Preferred Shares
Debt Instrument [Line Items]
Debt conversion, warrants issued \| shares						12,000
Exercise price of warrants \| $ / shares						$ 5.0604
Solar Loan and Security Agreement
Debt Instrument [Line Items]
Debt instrument, term					4 years
Debt instrument, borrowed amount					$ 20,000,000
Solar Loan and Security Agreement \| LIBOR
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate					7.95%
Tranche A-1 and A-2 and B \| Madryn Credit Agreement
Debt Instrument [Line Items]
Debt instrument, borrowed amount						$ 60,000,000
Tranche C \| Madryn Credit Agreement
Debt Instrument [Line Items]
Debt instrument, undrawn amount						$ 10,000,000
Tranche A-1 and A-2 \| Madryn Credit Agreement
Debt Instrument [Line Items]
Debt instrument, borrowed amount							$ 50,000,000

Long-Term Debt - Schedule Principal Payments on Outstanding Borrowings (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Debt Disclosure [Abstract]
2022	$ 62,700
Total	62,700
Less: debt discounts and issuance costs	(1,471)
Non-current portion	$ 61,229	$ 50,892

Credit Facility - Additional Information (Details) - Revolving Credit Facility - City National Bank of Florida - USD ($)	Dec. 31, 2019	May 01, 2019	Apr. 30, 2019	Dec. 31, 2018
Line Of Credit Facility [Line Items]
Revolving credit facility,maximum outstanding amount	$ 10,000,000	$ 10,000,000	$ 7,500,000	$ 7,500,000
Revolving credit facility outstanding	$ 7,789,000			$ 5,655,000
Debt weighted average interest rate	5.40%			5.70%
LIBOR
Line Of Credit Facility [Line Items]
Debt instrument, interest rate, stated percentage	3.25%

- Definition

The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

Common Stock Reserved for Issuance - Schedule of Common Stock Reserved for Issuance (Details) - shares	Dec. 31, 2019	Dec. 31, 2018
Class Of Stock [Line Items]
Outstanding stock options	3,278,439	3,273,750
Shares reserved for future option grants	742,828
Total common stock reserved for issuance	8,011,334
Common Stock
Class Of Stock [Line Items]
Outstanding common stock warrants	3,990,067

Stock Option Plan - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Oct. 04, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for issuance	8,011,334
Expected dividend	$ 0
Total intrinsic value of options exercised	$ 1,532,000	$ 574,000
Weighted-average grant date fair value of options granted	$ 5.50	$ 5.85
2010 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock option, vesting period	7 years
Stock option, vesting period extension	10 years
Common stock reserved for issuance	44,450	188,217
2019 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for issuance	698,378		450,000

Stock Option Plan - Summary of Recognized Stock-based Compensation Expense for Employees and Non-employees (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation	$ 2,158	$ 1,257
Employees and Non-employees
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation	2,158	1,257
Cost of Sales \| Employees and Non-employees
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation	3	2
Selling and Marketing \| Employees and Non-employees
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation	77	416
General and Administrative \| Employees and Non-employees
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation	840	785
Research and Development \| Employees and Non-employees
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation	$ 1,238	$ 54

Stock Option Plan - Assumptions used in Fair Value of Option Estimated at Date of Grant using Black-Scholes Option Pricing Formula (Details)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected volatility	49.00%	50.00%
Expected dividend rate	0.00%	0.00%
Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (in years)	4 years	3 years
Risk-free interest rate, minimum	1.40%	2.10%
Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (in years)	5 years	4 years
Risk-free interest rate, minimum	2.53%	2.80%

Stock Option Plan - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding Roll Forward
Number of Shares, Outstanding, Beginning Balance	3,273,750
Number of Shares, Options granted	173,842
Number of Shares, Options exercised	(175,736)
Number of Shares, Options forfeited/cancelled	(196,951)
Number of Shares, Options assumed through business combination	203,534
Number of Shares, Outstanding, Ending Balance	3,278,439	3,273,750
Number of Shares, Exercisable	2,727,764
Number of Shares, Expected to vest	550,675
Weighted-Average Exercise Price Per Share, Outstanding, Beginning Balance	$ 3.71
Weighted-Average Exercise Price Per Share, Options granted	7.80
Weighted-Average Exercise Price Per Share, Options exercised	2.02
Weighted-Average Exercise Price Per Share, Options forfeited/cancelled	10.94
Weighted-Average Exercise Price Per Share, Options assumed through business combination	29.97
Weighted-Average Exercise Price Per Share, Outstanding, Ending Balance	5.29	$ 3.71
Weighted-Average Exercise Price Per Share, Exercisable	4.44
Weighted-Average Exercise Price Per Share, Expected to vest	$ 9.50
Weighted-Average Remaining Contractual Term, Outstanding	5 years 29 days	4 years 6 months 29 days
Weighted-Average Remaining Contractual Term, Exercisable	4 years 4 months 13 days
Weighted-Average Remaining Contractual Term, Expected to vest	8 years 7 months 9 days
Aggregate Intrinsic Value, Outstanding	$ 4,885	$ 23,283
Aggregate Intrinsic Value, Exercisable	$ 4,885

Stock Option Plan - Summary of Information about Share Options Outstanding and Exercisable (Details)	12 Months Ended
	Dec. 31, 2019 $ / shares shares
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]
Options Outstanding, Number \| shares	3,278,439
Options Outstanding, Weighted average remaining contractual term (years)	5 years 29 days
Options Outstanding, Weighted average Exercise Price	$ 5.29
Options Exercisable \| shares	2,727,764
Options Exercisable, Weighted average remaining contractual term (years)	4 years 4 months 13 days
Options Exercisable, Weighted average Exercise Price	$ 4.44
$0.15 - $3.60
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]
Exercise Price Range (Lower limit)	0.15
Exercise Price Range (Upper limit)	$ 3.60
Options Outstanding, Number \| shares	1,890,312
Options Outstanding, Weighted average remaining contractual term (years)	3 years 2 months 23 days
Options Outstanding, Weighted average Exercise Price	$ 2.12
Options Exercisable \| shares	1,890,312
Options Exercisable, Weighted average remaining contractual term (years)	3 years 2 months 23 days
Options Exercisable, Weighted average Exercise Price	$ 2.12
$5.25 - $12.00
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]
Exercise Price Range (Lower limit)	5.25
Exercise Price Range (Upper limit)	$ 12.00
Options Outstanding, Number \| shares	1,219,339
Options Outstanding, Weighted average remaining contractual term (years)	7 years 8 months 23 days
Options Outstanding, Weighted average Exercise Price	$ 6.77
Options Exercisable \| shares	717,111
Options Exercisable, Weighted average remaining contractual term (years)	7 years 3 months 29 days
Options Exercisable, Weighted average Exercise Price	$ 6.21
$12.45 - $26.10
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]
Exercise Price Range (Lower limit)	12.45
Exercise Price Range (Upper limit)	$ 26.10
Options Outstanding, Number \| shares	89,542
Options Outstanding, Weighted average remaining contractual term (years)	6 years 1 month 20 days
Options Outstanding, Weighted average Exercise Price	$ 22.38
Options Exercisable \| shares	63,804
Options Exercisable, Weighted average remaining contractual term (years)	5 years 7 months 9 days
Options Exercisable, Weighted average Exercise Price	$ 24.13
$26.70 - $33.00
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]
Exercise Price Range (Lower limit)	26.70
Exercise Price Range (Upper limit)	$ 33.00
Options Outstanding, Number \| shares	55,335
Options Outstanding, Weighted average remaining contractual term (years)	2 years 7 months 6 days
Options Outstanding, Weighted average Exercise Price	$ 27.05
Options Exercisable \| shares	40,507
Options Exercisable, Weighted average remaining contractual term (years)	2 years 10 months 13 days
Options Exercisable, Weighted average Exercise Price	$ 27.18
$36.00 - $94.65
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]
Exercise Price Range (Lower limit)	36.00
Exercise Price Range (Upper limit)	$ 94.65
Options Outstanding, Number \| shares	23,911
Options Outstanding, Weighted average remaining contractual term (years)	6 years 11 months 19 days
Options Outstanding, Weighted average Exercise Price	$ 66.38
Options Exercisable \| shares	16,030
Options Exercisable, Weighted average remaining contractual term (years)	6 years 6 months 14 days
Options Exercisable, Weighted average Exercise Price	$ 63.51

Income Taxes - Schedule of Geographical Breakdown of Loss Before Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
United States	$ (23,194)	$ (6,260)
Other jurisdictions	(17,244)	(5,734)
Loss before income taxes	$ (40,438)	$ (11,994)

Income Taxes - Schedule of Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Current tax provision:
Federal		$ 1,291
Foreign	$ 2,989	562
State		(74)
Total current tax provision	2,989	1,779
Deferred tax provision (benefit):
Federal		851
Foreign	(1,132)	(626)
State		211
Total deferred tax provision (benefit)	(1,132)	436
Total provision for income taxes	$ 1,857	$ 2,215

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Income Taxes [Line Items]
Deferred tax assets, valuation allowance, change in amount	$ 54,049	$ 2,433
Federal statutory rate	21.00%	21.00%	35.00%
Deferred tax assets, federal operating loss carry forwards	$ 228,396	$ 27,631
Deferred tax assets, state operating loss carry forwards	$ 228,396
Operating loss carry forwards, expiry year start	2022
Operating loss carry forwards, expiry year end	2039
Operating loss carry forwards, expiry year end	2025
Uncertain tax position	greater than 50%
Future tax benefits	$ 622	$ 297
Open to examination by Unites states and various states jurisdictions	2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
Federal
Income Taxes [Line Items]
Federal research and development tax credit carryforwards	$ 2,288
State
Income Taxes [Line Items]
Federal research and development tax credit carryforwards	$ 2,602

Income Taxes - Reconciliation between Income Taxes Computed at Federal Statutory Income Tax Rate and Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Effective Income Tax Rate Continuing Operations Tax Rate Reconciliation [Abstract]
Loss before income taxes	$ (40,438)	$ (11,994)
Theoretical tax benefit at the statutory rate (23.9% in 2019, 23.6% in 2018)	(9,665)	(2,827)
Differences in jurisdictional tax rates	(337)	211
Recognition of losses	(1,923)	467
Valuation allowance	12,343	2,433
Non-deductible expenses	2,217	1,931
Other	(778)
Total provision for income taxes	1,857	2,215
Net loss	$ (42,295)	$ (14,209)

Income Taxes - Reconciliation between Income Taxes Computed at Federal Statutory Income Tax Rate and Provision for Income Taxes (Parenthetical) (Details)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Effective Income Tax Rate Continuing Operations Tax Rate Reconciliation [Abstract]
Theoretical tax benefit, statutory rate	23.90%	23.60%

Income Taxes - Schedule of Components of Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Deferred tax assets:
Accrued vacation		$ 22
Property and equipment	$ 81	4
Accrued severance pay		88
Deferred revenue	101
Allowance for doubtful accounts	440
Accrued warranty		183
Loss carryforwards	56,154	6,739
Valuation allowance	(56,154)	(6,739)
Total deferred tax assets	622	297
Deferred tax liabilities:
Deferred revenue	1,017	1,774
Acquisition related intangible assets		119
Total deferred tax liabilities	$ 1,017	$ 1,893

Income Taxes - Schedule of Reconciliation of Uncertain Tax Position (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Balance as of the beginning of the year	$ 1,467	$ 1,362
Increases related to tax positions in prior period	0	8
Increases related to tax positions taken during the current period	0	97
Balance at the end of the year	$ 1,467	$ 1,467

Accrued Severance Pay and Severance Pay Funds - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Accrued Severance Pay And Severance Pay Funds [Abstract]
Unrealized gains on deposited funds	$ 36	$ 12

Segment and Geographic Information - Additional Information (Details)	12 Months Ended
	Dec. 31, 2019 Segment
Segment Reporting Information [Line Items]
Number of operating segments	1
Number of reportable segments	1
Lease Revenue
Segment Reporting Information [Line Items]
System sales with typical lease terms	36 months
System Revenue
Segment Reporting Information [Line Items]
Systems sales with payment terms	12 months

Segment and Geographic Information - Schedule of Revenue by Geographic Area (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Revenues From External Customers And Long Lived Assets [Line Items]
Total revenue	$ 110,406	$ 102,614
United States
Revenues From External Customers And Long Lived Assets [Line Items]
Total revenue	47,723	46,311
International
Revenues From External Customers And Long Lived Assets [Line Items]
Total revenue	$ 62,683	$ 56,303

Segment and Geographic Information - Schedule of Revenue by Type (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Entity Wide Information Revenue From External Customer [Line Items]
Total revenue	$ 110,406	$ 102,614
Lease Revenue
Entity Wide Information Revenue From External Customer [Line Items]
Total revenue	65,170	71,540
System Revenue
Entity Wide Information Revenue From External Customer [Line Items]
Total revenue	31,730	23,454
Product Revenue
Entity Wide Information Revenue From External Customer [Line Items]
Total revenue	6,030	4,412
Service Revenue
Entity Wide Information Revenue From External Customer [Line Items]
Total revenue	$ 7,476	$ 3,208

Related Party Transactions - Additional Information (Details) Rp in Billions		12 Months Ended
	Jul. 01, 2016	Dec. 31, 2019 USD ($) $ / System	Dec. 31, 2018 USD ($)	Dec. 31, 2019 IDR (Rp) $ / System	Dec. 31, 2018 IDR (Rp)
Intellectual Property Transfer Agreement
Related Party Transaction [Line Items]
Aggregate amount of income transferred for license		$ 3,000,000
Royalties		$ 806,000	$ 382,000
Trade payables			101,000
Intellectual Property Transfer Agreement \| Venus Viva System and the Related Consumables
Related Party Transaction [Line Items]
Percentage of income transferred for license		7.00%
Intellectual Property Transfer Agreement \| Venus Versa System
Related Party Transaction [Line Items]
Amount transferred per system for license \| $ / System		1.50		1.50
Ipsum
Related Party Transaction [Line Items]
Marketing and sales support fees charged		$ 35,000	44,000
Amounts outstanding		0	0
Inphronics Limited
Related Party Transaction [Line Items]
Shares transferred from Inphronic	100.00%
Outstanding amount of the loan		$ 498,000	477,000	Rp 6.9	Rp 6.9
Senior Manager \| TBC
Related Party Transaction [Line Items]
Percentage of ownership by senior manager in TBC		30.00%		30.00%
TBC
Related Party Transaction [Line Items]
Products purchased		$ 378,000	$ 330,000

Subsequent Events - Additional Information (Details) $ / shares in Units, $ in Thousands, $ in Thousands			12 Months Ended
	Mar. 19, 2020 USD ($)	Mar. 18, 2020 $ / shares shares	Dec. 31, 2019 USD ($) $ / shares shares	Mar. 05, 2020 USD ($)	Mar. 05, 2020 SGD ($)	Dec. 31, 2018 $ / shares shares
Subsequent Event [Line Items]
Common stock, shares issued			28,686,116			4,772,956
Common stock, par value \| $ / shares			$ 0.0001			$ 0.0001
Proceeds from private placement \| $			$ 26,501
Securities Purchase Agreement \| Investors
Subsequent Event [Line Items]
Warrants exercisable period			beginning 181 days after their issue date
Subsequent Event \| Securities Purchase Agreement \| Investors
Subsequent Event [Line Items]
Common stock, shares issued		2,300,000
Common stock, par value \| $ / shares		$ 0.0001
Warrants expiry period		5 years
Proceeds from private placement \| $	$ 22,250
Subsequent Event \| Securities Purchase Agreement \| Investors \| Private Placement
Subsequent Event [Line Items]
Warrants to purchase shares of common stock		6,675,000
Exercise price of warrants \| $ / shares		$ 3.50
Subsequent Event \| Securities Purchase Agreement \| Investors \| Series A Convertible Preferred Stock
Subsequent Event [Line Items]
Preferred stock, shares issued		660,000
Preferred stock, par value \| $ / shares		$ 0.0001
Subsequent Event \| Securities Purchase Agreement \| Investors \| Series A Convertible Preferred Stock \| Common Stock
Subsequent Event [Line Items]
Preferred stock convertible into common stock		6,600,000
Subsequent Event \| Venus Concept Singapore Pte. Ltd
Subsequent Event [Line Items]
Dividends payable				$ 289	$ 400