View Filing Data

Print Document View Excel Document

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2020	Aug. 10, 2020
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q2
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 Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Shell Company	false
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, Postal Zip Code	M2J 4Y8
Entity Address, State or Province	ON
City Area Code	877
Local Phone Number	848-8430
Document Quarterly Report	true
Document Transition Report	false
Entity Common Stock, Shares Outstanding		40,332,553

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019
CURRENT ASSETS:
Cash and cash equivalents	$ 14,033	$ 15,666
Restricted cash	83	83
Accounts receivable, net of allowance of $14,277 and $10,494 as of June 30, 2020, and December 31, 2019	57,539	58,977
Inventories	19,030	18,844
Deferred expenses	10	59
Prepaid expenses	2,422	2,523
Advances to suppliers	2,769	450
Other current assets	4,217	3,101
Total current assets	100,103	99,703
LONG-TERM ASSETS:
Long-term receivables	24,343	35,656
Deferred tax assets	1,265	622
Severance pay funds	638	710
Property and equipment, net	3,971	4,648
Intangible assets	20,602	22,338
Goodwill		27,450
Total long-term assets	50,819	91,424
TOTAL ASSETS	150,922	191,127
CURRENT LIABILITIES:
Line of credit	3,861	7,789
Trade payables	9,139	9,401
Accrued expenses and other current liabilities	15,967	21,120
Taxes payable	2,579	2,172
Unearned interest income	2,937	3,942
Warranty accrual	1,160	1,254
Deferred revenues	1,915	2,495
Total current liabilities	37,558	48,173
LONG-TERM LIABILITIES:
Long-term debt	65,364	61,229
Government assistance loans	4,110
Accrued severance pay	858	827
Deferred tax liabilities	423	1,017
Unearned interest income	1,246	1,681
Warranty accrual	499	723
Other long-term liabilities	530	799
Total long-term liabilities	73,030	66,276
TOTAL LIABILITIES	110,588	114,449
Commitments and Contingencies (Note 8)
STOCKHOLDERS’ EQUITY (Note 1):
Common Stock, $0.0001 par value: 300,000,000 shares authorized as of June 30, 2020 and December 31, 2019; 39,830,122 and 28,686,116 issued and outstanding as of June 30, 2020 and December 31, 2019, respectively	25	24
Additional paid-in capital (Note 2)	174,622	149,840
Accumulated deficit	(135,464)	(75,686)
TOTAL STOCKHOLDERS’ EQUITY	39,183	74,178
Non-controlling interests	1,151	2,500
Total equity	40,334	76,678
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 150,922	$ 191,127

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019
Statement Of Financial Position [Abstract]
Accounts receivable, allowance	$ 14,277	$ 10,494
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	39,830,122	28,686,116
Common stock, shares outstanding	39,830,122	28,686,116

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Revenue	$ 16,996	$ 27,818	$ 31,504	$ 52,398
Cost of goods sold	5,099	7,744	10,327	14,259
Gross profit	11,897	20,074	21,177	38,139
Operating expenses:
Selling and marketing	4,545	10,250	13,156	19,782
General and administrative	14,975	11,853	29,151	20,192
Research and development	1,570	1,920	4,194	3,981
Goodwill impairment			27,450
Total operating expenses	21,090	24,023	73,951	43,955
Loss from operations	(9,193)	(3,949)	(52,774)	(5,816)
Other expenses:
Foreign exchange loss (income)	(1,166)	(684)	3,113	13
Finance expenses	2,371	2,152	4,625	3,807
Loss before income taxes	(10,398)	(5,417)	(60,512)	(9,636)
Income tax (benefit) expense	(633)	61	(44)	947
Net loss	(9,765)	(5,478)	(60,468)	(10,583)
Deemed dividend (Note 13)	(3,564)		(3,564)
Loss attributable to stockholders of the Company	(13,152)	(5,910)	(63,342)	(11,183)
(Loss) income attributable to non-controlling interest	$ (177)	$ 432	$ (690)	$ 600
Net loss per share:
Basic	$ (0.39)	$ (1.24)	$ (2.01)	$ (2.34)
Diluted	$ (0.39)	$ (1.24)	$ (2.01)	$ (2.34)
Weighted-average number of shares used in per share calculation:
Basic	33,315	4,776	31,564	4,776
Diluted	33,315	4,776	31,564	4,776
Leases
Revenue	$ 7,465	$ 16,643	$ 14,278	$ 32,385
Cost of goods sold	1,541	3,283	2,993	6,762
Products and Services
Revenue	9,531	11,175	17,226	20,013
Cost of goods sold	$ 3,558	$ 4,461	$ 7,334	$ 7,497

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Statement Of Income And Comprehensive Income [Abstract]
Net loss and comprehensive loss	$ (9,765)	$ (5,478)	$ (60,468)	$ (10,583)
Deemed dividend	(3,564)		(3,564)
Loss attributable to stockholders of the Company	(13,152)	(5,910)	(63,342)	(11,183)
Comprehensive (loss) income attributable to non-controlling interest	(177)	432	(690)	600
Comprehensive loss	$ (13,329)	$ (5,478)	$ (64,032)	$ (10,583)

- Definition

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

+ References + Details

- Definition

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

+ References + Details

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121641772&loc=SL7669619-108580

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=75031198&loc=d3e14064-108612

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1A
-Subparagraph (a)(1)
-URI http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI http://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8924-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121641772&loc=SL7669625-108580

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22663-107794

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1A
-Subparagraph (c)(1)
-URI http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684

Reference 14: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 55
-Paragraph 4J
-URI http://asc.fasb.org/extlink&oid=120409616&loc=SL4591551-111686

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=121586364&loc=d3e3000-108585

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 45
-Paragraph 19
-URI http://asc.fasb.org/extlink&oid=108774443&loc=SL4569616-111683

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 20: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 55
-Paragraph 4K
-URI http://asc.fasb.org/extlink&oid=120409616&loc=SL4591552-111686

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22658-107794

+ Details

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - 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, 2018	$ 36,455						$ 5	$ 67,495	$ (35,067)	$ 4,022
Beginning balance, shares at Dec. 31, 2018		1,264,565	2,632,109	4,615,567	56,983	647,189	4,772,956
Net loss - the Company	(5,273)								(5,273)
(Loss) income attributable to non-controlling interest	168									168
Options exercised	7							7
Options exercised, shares							3,506
Stock-based compensation	375							375
Ending balance, value at Mar. 31, 2019	31,732						$ 5	67,877	(40,340)	4,190
Ending balance, shares at Mar. 31, 2019		1,264,565	2,632,109	4,615,567	56,983	647,189	4,776,462
Beginning balance, value at Dec. 31, 2018	36,455						$ 5	67,495	(35,067)	4,022
Beginning balance, shares at Dec. 31, 2018		1,264,565	2,632,109	4,615,567	56,983	647,189	4,772,956
(Loss) income attributable to non-controlling interest	600
Ending balance, value at Jun. 30, 2019	27,298						$ 5	68,921	(46,250)	4,622
Ending balance, shares at Jun. 30, 2019		1,264,565	2,632,109	4,615,567	56,983	647,189	4,776,462
Beginning balance, value at Mar. 31, 2019	31,732						$ 5	67,877	(40,340)	4,190
Beginning balance, shares at Mar. 31, 2019		1,264,565	2,632,109	4,615,567	56,983	647,189	4,776,462
Net loss - the Company	(5,910)								(5,910)
(Loss) income attributable to non-controlling interest	432									432
Stock-based compensation	1,044							1,044
Ending balance, value at Jun. 30, 2019	27,298						$ 5	68,921	(46,250)	4,622
Ending balance, shares at Jun. 30, 2019		1,264,565	2,632,109	4,615,567	56,983	647,189	4,776,462
Beginning balance, value at Dec. 31, 2019	76,678						$ 24	149,840	(75,686)	2,500
Beginning balance, shares at Dec. 31, 2019							28,686,116
Issuance of common stock, shares							1,208,169
2020 Private Placement shares, net of costs	12,115							12,115
2020 Private Placement shares, net of costs, shares		660,000					2,300,000
2020 Private Placement Warrants, net of costs	4,621							4,621
Beneficial conversion feature	3,564							3,564
Dividends from subsidiaries	(218)									(218)
Net loss - the Company	(50,190)								(50,190)
(Loss) income attributable to non-controlling interest	(513)									(513)
Stock-based compensation	517							517
Ending balance, value at Mar. 31, 2020	46,574						$ 24	170,657	(125,876)	1,769
Ending balance, shares at Mar. 31, 2020		660,000					32,194,285
Beginning balance, value at Dec. 31, 2019	76,678						$ 24	149,840	(75,686)	2,500
Beginning balance, shares at Dec. 31, 2019							28,686,116
(Loss) income attributable to non-controlling interest	$ (690)
Options exercised, shares	22,777
Ending balance, value at Jun. 30, 2020	$ 40,334						$ 25	174,622	(135,464)	1,151
Ending balance, shares at Jun. 30, 2020							39,830,122
Beginning balance, value at Mar. 31, 2020	46,574						$ 24	170,657	(125,876)	1,769
Beginning balance, shares at Mar. 31, 2020		660,000					32,194,285
Issuance of common stock	3,393							3,393
Issuance of common stock, shares							1,013,060
Conversion of Preferred Stock Series A							$ 1	(1)
Conversion of Preferred Stock Series A, shares		(660,000)					6,600,000
Beneficial conversion feature	(3,564)							(3,564)
Deemed dividend	3,564							3,564
Disposal of subsidiary	(441)									(441)
Net loss - the Company	(9,588)								(9,588)
(Loss) income attributable to non-controlling interest	(177)									(177)
Options exercised	34							34
Options exercised, shares							22,777
Stock-based compensation	539							539
Ending balance, value at Jun. 30, 2020	$ 40,334						$ 25	$ 174,622	$ (135,464)	$ 1,151
Ending balance, shares at Jun. 30, 2020							39,830,122

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended		12 Months Ended
	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (9,765)		$ (5,478)	$ (60,468)	$ (10,583)
Adjustments to reconcile net loss to net cash used in operating activities:
Goodwill impairment		$ 27,450		27,450
Depreciation and amortization				2,514	735
Stock-based compensation				1,056	1,419
Provision for bad debt	3,869	1,547		5,416	2,017	$ 9,991
Provision for inventory obsolescence				530	435
Finance expenses				4,134	72
Deferred tax expense				(1,237)	630
Change in fair value of earn-out liability				244	578
Loss on sale of subsidiary				385
Loss on disposal of property and equipment				11
Changes in operating assets and liabilities:
Accounts receivable short- and long-term				6,187	(13,359)
Inventories				(986)	(346)
Prepaid expenses				88	(103)
Other current assets				(2,483)	(353)
Other long-term assets				6
Trade payables				(385)	6,025
Accrued expenses and other current liabilities				(5,365)	1,963
Severance pay funds				72	(39)
Unearned interest income				(1,418)	(122)
Other long-term liabilities				(463)	(411)
Net cash used in operating activities				(24,712)	(11,442)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment				(108)	(346)
Cash received from sale of subsidiary, net of cash relinquished				89
Net cash used in investing activities				(19)	(346)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of long-term debt, net of financing fees					9,739
(Repayment of) proceeds from line-of-credit				(3,928)	2,531
Proceeds from government assistance loans				4,110
Proceeds from issuance of common stock				2,956
Proceeds from 2020 Private Placement, net of costs of $1,950				20,300
Dividends from subsidiaries paid to non-controlling interest				(218)
Proceeds from issuance of convertible promissory notes, net of cash issuance costs of $280					7,520
Payment of earn-out liability				(156)	(138)
Installment payments					(250)
Proceeds from exercise of options				34	7
Net cash provided by financing activities				23,098	19,409
NET INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH				(1,633)	7,621
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of period		$ 15,749		15,749	6,758	6,758
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH — End of period	$ 14,116		$ 14,379	14,116	14,379	$ 15,749
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for income taxes				496	471
Cash paid for interest				173	$ 3,036
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION:
Beneficial conversion feature of preferred stock recorded as deemed dividend				3,564
Common stock issuance costs				620
Conversion of Series A convertible preferred stock				$ 660

Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Convertible promissory notes, cash issuance costs	$ 1,210
Private Placement
Stock,issuance costs	$ 1,950
Convertible Promissory Notes
Convertible promissory notes, cash issuance costs		$ 280

Nature of Operations

6 Months Ended

Jun. 30, 2020

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 services. The Company’s systems have been designed on cost-effective, proprietary and flexible platforms 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 condensed consolidated financial statements, the “Company”, “Venus Concept,” refers to Venus Concept Inc. and its subsidiaries on a consolidated basis.

Going Concern

The accompanying condensed 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 condensed 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 June 30, 2020 and December 31, 2019, the Company had an accumulated deficit of $135,464 and $75,686, respectively. The Company was in compliance with all required covenants as of June 30, 2020 and 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 condensed consolidated financial statements are issued. In addition, the coronavirus pandemic (“COVID-19” or “pandemic”) has had a significant negative impact on the Company’s condensed consolidated financial statements as of June 30, 2020 and for the six months then ended, and management expects the pandemic to continue to have a negative impact in the foreseeable future, the extent of which is uncertain and largely subject to whether the severity of the pandemic worsens, or duration lengthens. In the event that the COVID-19 pandemic and the economic disruptions it has caused continue for an extended period of time, the Company cannot assure that it will remain in compliance with the financial covenants in its credit facilities.

In order to continue its operations, the Company must achieve profitable operations and/or obtain additional equity or debt financing. Until the Company achieves profitability, management plans to fund its operations and capital expenditures with cash on hand, borrowings and issuance of capital stock. In March 2020 the Company completed a private placement that raised net proceeds of $20,300, as described below. On June 16, 2020, the Company entered into a purchase agreement (the “Equity Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), which provides that, upon the terms and subject to the conditions and limitations set forth therein, the Company may sell to Lincoln Park up to $31,000 of shares of its common stock from time to time over the two-year term of the agreement. Any shares of common stock sold to Lincoln Park will be sold at a purchase price that is based on the prevailing prices of the common stock at the time of each sale. During the three months ended June 30, 2020, the Company raised net cash proceeds of $2,956 under the Equity Purchase Agreement as described below. Until the Company generates revenue at a level to support its cost structure, the Company expects to continue to incur substantial operating losses and net cash outflows from operating activities.

Given the COVID-19 pandemic, the Company cannot anticipate the extent to which the current economic turmoil and financial market conditions will continue to adversely impact the Company’s business and the Company may need additional capital to fund its future operations and to access the capital markets sooner than planned. There can be no assurance that the Company will be successful in raising additional capital or that such capital, if available, will be on terms that are acceptable to the Company. If the Company is unable to raise sufficient additional capital, it may be compelled to reduce the scope of its operations and planned capital expenditures or sell certain assets, including intellectual property assets. These condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from the uncertainty. Such adjustments could be material.

Merger of the Company 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., 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, or Exchange Ratio, validly issued, fully paid and non-assessable shares of common stock, and each outstanding stock option and warrant issued and outstanding by Venus Concept Ltd. was assumed by Restoration Robotics, Inc. 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 Merger was accounted for as a reverse acquisition with Venus Concept Ltd. as the acquiring company for accounting purposes, and Restoration Robotics, Inc. as the legal acquirer. As a result, upon consummation of the Merger, the historical financial statements of Venus Concept Ltd. became the historical financial statements of Venus Concept Inc.

The 2020 Private Placement

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, par value $0.0001 per share, 660,000 shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), which are convertible into 6,600,000 shares of common stock upon receipt of stockholder approval, and warrants (the “2020 Private Placement 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 2020 Private Placement Warrants have a five-year term and are exercisable beginning 181 days after their issue date. The 2020 Private Placement was completed on March 19, 2020. On June 16, 2020 the Company’s stockholders approved the issuance of 6,600,000 shares of common stock upon the conversion of the 660,000 shares of Series A Preferred Stock issued by the Company in connection with the 2020 Private Placement and all outstanding shares of Series A Preferred Stock were converted into 6,600,000 shares of common stock. The gross proceeds from the securities sold in the 2020 Private Placement was $22,250. The costs incurred with respect to the 2020 Private Placement totaled $1,950 and were recorded in the condensed consolidated statements of stockholders’ equity. The accounting effects of the 2020 Private Placement transaction and subsequent conversion of Series A Preferred Stock are discussed in Note 13.

Equity Purchase Agreement with Lincoln Park

On June 16, 2020, the Company entered into the Equity Purchase Agreement with Lincoln Park, which provides that, upon the terms and subject to the conditions and limitations set forth therein, the Company may sell to Lincoln Park up to $31,000 of shares of its common stock, par value $0.0001 per share, pursuant to its shelf registration statement. The purchase price of shares of common stock related to a future sale will be based on the then prevailing market prices of such shares at the time of sales as described in the Equity Purchase Agreement. The aggregate number of shares that the Company can sell to Lincoln Park under the Equity Purchase Agreement may in no case exceed 7,763,411 shares (subject to adjustment) of common stock (which is equal to approximately 19.99% of the shares of the common stock outstanding immediately prior to the execution of the Equity Purchase Agreement) (the “Exchange Cap”), unless (i) stockholder approval is obtained to issue shares above the Exchange Cap, in which case the Exchange Cap will no longer apply, or (ii) the average price of all applicable sales of common stock to Lincoln Park under the Equity Purchase Agreement equals or exceeds $3.9755 per share (subject to adjustment) (which represents the minimum price, as defined under Nasdaq Listing Rule 5635(d), on the Nasdaq Global Market immediately preceding the signing of the Equity Purchase Agreement, such that the transactions contemplated by the Equity Purchase Agreement are exempt from the Exchange Cap limitation under applicable Nasdaq rules. Also, at no time may Lincoln Park (together with its affiliates) beneficially own more than 9.99% of the Company’s issued and outstanding common stock. Concurrently with entering into the Equity Purchase Agreement, the Company also entered into a registration rights agreement with Lincoln Park, pursuant to which it agreed to provide Lincoln Park with certain registration rights related to the shares of common stock issued under the Equity Purchase Agreement (the “Registration Rights Agreement”).

As of June 30, 2020, the Company issued and sold to Lincoln Park 1,013,060 shares of its common stock at an average price of $3.61 per share, and 209,566 of these shares were issued to Lincoln Park as a commitment fee in connection with entering into the Equity Purchase Agreement (the “Commitment Shares”). The total value of the Commitment Shares of $620 together with the issuance costs of $123 were recorded as deferred issuance costs in the condensed consolidated balance sheet. These costs will be amortized into condensed consolidated statements of stockholders’ equity proportionally based on proceeds received during the period and the expected total proceeds to be raised over the term of the Equity Purchase Agreement. Gross proceeds from common stock issuances as of June 30, 2020 were $3,576, which were then reduced by the amortization of deferred issuance costs of $183. Gross proceeds in the amount of $3,576 reduced by the value of the Commitment Shares of $620 were recorded in the condensed consolidated statements of cash flows as net cash proceeds from issuance of common stock.

Sale of subsidiary

On May 4, 2020, the Company entered into a share sale and purchase agreement with Med Group Consult Ltd., an unrelated third party, and transferred its entire interest (51%) in Venus Concept Central Eastern Europe Ltd. for cash consideration of Euro (“EUR”) 473 which is equivalent to $531. The Company received the payment of EUR 110 on May 4, 2020 (which is equivalent to $124), the payment of EUR 60 on June 30, 2020 (which is equivalent to $67), and the remainder is payable to the Company by December 31, 2020, in five equal monthly installments. As Venus Concept Central Eastern Europe Ltd.’s operating revenue was about 1% of the Company’s revenue and the disposal did not constitute a strategic shift that will have a major effect on the Company’s operations and financial results, the results of operations for Venus Concept Central Eastern Europe Ltd. were not reported as discontinued operations under the guidance of Accounting Standards Codification (“ASC”) 205-20-45. The sale resulted in loss of approximately $385 recognized in the condensed consolidated statements of operations.

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2020

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Venus Concept Inc. have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 30, 2020. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for fair presentation have been included. Operating results for the six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. For further information, refer to the consolidated financial statements and footnotes thereto included in Item 8 of the Company’s most recent Annual Report on Form 10-K.

The preparation of these unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ materially from those estimates. The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company and the unknown future impacts of COVID-19 as of June 30, 2020 and through the date of this report filing. The accounting matters assessed included, but were not limited to, the allowance for doubtful accounts and the carrying value of goodwill, intangible and long-lived assets. Based on the assessment performed, the Company recorded an additional allowance for doubtful accounts of $2,954 and $3,454 for the three and six months ended June 30, 2020, respectively. The Company recorded goodwill impairment of $27,450 (Note 7), which represents the entire value of goodwill, as of March 31, 2020.

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

Restatement of Comparative Amounts

Venus Concept Ltd. previously classified the issuance of common stock and preferred stock 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 condensed consolidated financial statements:

	As previously reported		Adjustment			As restated
	$		$			$
Consolidated balance sheet and consolidated statement of stockholders' equity
January 1, 2019
Common Stock		57,101		(57,096	)		5
Additional paid in capital		10,399		57,096			67,495

March 31, 2019
Common Stock		57,108		(57,103	)		5
Additional paid in capital		10,774		57,103			67,877

June 30, 2019
Common Stock		57,108		(57,103	)		5
Additional paid in capital		11,818		57,103			68,921

Accounting policies

The accounting policies the Company follows are set forth in the Company’s audited consolidated financial statements for fiscal year 2019. For further information, refer to the consolidated financial statements and footnotes thereto included in Item 8 of the Company’s most recent Annual Report on Form 10-K. There have been no material changes to these accounting policies.

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 condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

Risks and Uncertainties

The Company has considered the impact of the novel coronavirus (COVID-19) on its condensed consolidated financial statements. COVID-19 has had a significant negative impact on the Company’s condensed consolidated financial statements as of June 30, 2020 and for the three and six months then ended, and management expects the pandemic to continue to have a negative impact in the foreseeable future, the extent of which is uncertain and largely subject to whether the severity of the pandemic worsens, or duration lengthens. These impacts could include, but may not be limited to, risks and uncertainty related to the ability of the Company’s sales and marketing personnel and distributors to access the Company’s customer base, disruptions to the Company’s global supply chain, reduced demand and/or suspension of operations by the Company’s subscription customers which could impact their ability to make monthly payments, or deferral of aesthetic or hair restoration procedures which would impact the Company’s revenues. Consequently, these have negatively impacted the Company’s results of operations, cash flows and its overall financial condition. In addition, the impact of COVID-19 may subject the Company to future risk of material intangible and long-lived assets impairments, increased reserves for uncollectible accounts, and adjustments for inventory and market volatility for items subject to fair value measurements.

Recently Issued Accounting Standards Not Yet Adopted

In April 2020, the FASB issued a Staff Question-and-Answer Document (Q&A): ASC Topic 842 and ASC Topic 840: Accounting for Lease Concessions Related to the Effects of the COVID-19 Pandemic, that focuses on the application of the lease guidance for lease concessions related solely to the effects of COVID-19. The FASB issued the guidelines to reduce the burden and complexity for companies to account for such lease concessions (e.g., rent abatements or other economic incentives) under current lease accounting rules due to COVID-19 by providing certain practical expedients that can be used. This guidance can be applied immediately. The Company is currently assessing the impact of applying this guidance to its lease arrangements as well as when to adopt this guidance.

In March 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-04 - Facilitation of the Effects of Reference Rate Reform on Financial Reporting (ASC Topic 848). This authoritative guidance provides optional relief for companies preparing for the discontinuation of interest rates such as LIBOR, which is expected to be phased out at the end of calendar 2021, and applies to lease contracts, hedging instruments, held-to-maturity debt securities and debt arrangements that have LIBOR as the benchmark rate. This guidance can be applied for a limited time, as of the beginning of the interim period that includes March 12, 2020 or any date thereafter, through December 31, 2022. The guidance may no longer be applied after December 31, 2022. The Company is currently assessing the impact of applying this guidance as well as when to adopt this guidance.

In February 2020, the FASB issued authoritative guidance (ASU 2020-02 – Financial Instruments – Credit Losses (Topic 326) and Leases (Topic 842)) that amends and clarifies Topic 326 and Topic 842. For Topic 326, the codification was updated to include the Securities and Exchange Commission staff interpretations associated with registrants engaged in lending activities. ASC Topic 326 is effective for annual periods beginning after January 1, 2023, including interim periods within those fiscal years. The Company is currently evaluating the impact of applying this guidance on its financial instruments, such as accounts receivable.

In December 2019, the FASB issued ASU 2019-12 – Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, an authoritative guidance that simplifies the accounting for income taxes by removing certain exceptions and making simplifications in other areas. It is effective from the first quarter of fiscal year 2022, with early adoption permitted in any interim period. If adopted early, the Company must adopt all the amendments in the same period. The amendments have differing adoption methods including retrospectively, prospectively and/or modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption, depending on the specific change. The Company is currently evaluating the impact of applying this guidance and believes that it has transactions that may fall under the scope of this guidance.

Net Loss per Share

6 Months Ended

Jun. 30, 2020

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 shares of common stock outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common stock equivalents outstanding for the period determined using the treasury-stock method. For purposes of this calculation, common stock warrants and stock options are considered to be common stock equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. The net loss attributable to common stockholders’ is adjusted for the preferred stock deemed dividend related to the beneficial conversion feature for the periods in which the preferred stock is outstanding.

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):

	Three Months Ended June 30						Six Months Ended June 30
	2020			2019			2020			2019
Numerator:
Net loss	$	(9,765	)	$	(5,478	)	$	(60,468	)	$	(10,583	)
Net loss allocated to stockholders of the Company	$	(13,152	)	$	(5,910	)	$	(63,342	)	$	(11,183	)
Denominator:
Weighted-average shares of common stock outstanding used in computing net loss per share, basic and diluted		33,315			4,776			31,564			4,776
Net loss per share:
Basic and diluted	$	(0.39	)	$	(1.24	)	$	(2.01	)	$	(2.34	)

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 because including them would have been antidilutive:

	June 30, 2020		June 30, 2019
Options to purchase common stock		2,808,235		3,269,926
Preferred stock		-		9,216,413
Warrants for common stock		10,665,067		179,932
Total potential dilutive shares		13,473,302		12,666,271

Fair Value Measurements

6 Months Ended

Jun. 30, 2020

Fair Value Disclosures [Abstract]

Fair Value Measurements

4. 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, government assistance loans, 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. Contingent earn-out consideration is classified within Level 3. 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 June 30, 2020
	Quoted Prices in Active Markets using Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets
Restricted cash	$	—	$	83	$	—	$	83
Total assets	$	—	$	83	$	—	$	83
Liabilities
Contingent earn-out consideration		—		—		743		743
Total liabilities	$	—	$	—	$	743	$	743

	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
Contingent earn-out consideration		—		—		655		655
Total liabilities	$	—	$	—	$	655	$	655

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 condensed consolidated statements of operations.

The following table provides a roll forward of the aggregate fair values of the earn-out liability as of June 30, 2020, for which fair value is determined using Level 3 inputs:

Beginning balance	$	950
Payments		(828	)
Change in value		533
December 31, 2019		655
Payments		(77	)
Change in value		179
March 31, 2020		757
Payments		(79	)
Change in value		65
June 30, 2020	$	743

- 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

6 Months Ended

Jun. 30, 2020

Receivables [Abstract]

Accounts Receivable

5. 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 sales-type leases, totaled $55,802 and $72,602 as of June 30, 2020 and December 31, 2019, 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 June 30, 2020 and December 31, 2019. Based upon such assessment, the Company recorded an allowance for doubtful accounts totaling $14,277 and $10,494 as of June 30, 2020 and December 31, 2019, respectively.

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


	June 30, 2020			December 31, 2019
Gross accounts receivable	$	96,159		$	105,127
Unearned income		(4,183	)		(5,623	)
Allowance for doubtful accounts		(14,277	)		(10,494	)
	$	77,699		$	89,010
Reported as:
Current trade receivables	$	57,539		$	58,977
Current unearned interest income		(2,937	)		(3,942	)
Long-term trade receivables		24,343			35,656
Long-term unearned interest income		(1,246	)		(1,681	)
	$	77,699		$	89,010

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:

			June 30,
	Total		2021		2022		2023		2024		2025
Current financing receivables, net of allowance of $5,502	$	31,459	$	31,459	$	—	$	—	$	—	$	—
Long-term financing receivables, net of allowance of $4,216		24,343		—		18,898		5,317		128		—
	$	55,802	$	31,459	$	18,898	$	5,317	$	128	$	—

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 $14,277 and $10,494 as of June 30, 2020 and December 31, 2019, respectively.

The allowance for doubtful accounts consisted of the following activity:

Balance as of January 1, 2019	$	4,408
Write-offs		(3,905	)
Provision		9,991
Balance as of December 31, 2019		10,494
Write-offs		(1,152	)
Provision		1,547
Balance as of March 31, 2020		10,889
Write-offs		(481	)
Provision		3,869
Balance as of June 30, 2020	$	14,277

Select Balance Sheet and Statement of Operations Information

6 Months Ended

Jun. 30, 2020

Select Balance Sheet And Income Statement Information [Abstract]

Select Balance Sheet and Statement of Operations Information

6. SELECT BALANCE SHEET AND STATEMENT OF OPERATIONS INFORMATION

Inventory

Inventory consists of the following:


	June 30, 2020		December 31, 2019
Raw materials	$	901	$	877
Work-in-progress		2,028		2,067
Finished goods		16,101		15,900
Total inventory	$	19,030	$	18,844

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 six months from upgraded sales. The Company expensed $3,603 and $7,203 in cost of goods sold in the three and six months ended June 30, 2020, respectively ($6,072 and $11,313 in the three and six months ended June 30, 2019, respectively). 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 of June 30, 2020, a provision for obsolescence of $2,091 ($1,439 as of December 31, 2019) was taken against inventory.

Property and Equipment, Net

Property and equipment, net consist of the following:

	Useful Lives (in years)	June 30, 2020			December 31, 2019
Lab equipment tooling and molds	4 - 10	$	7,986		$	7,872
Office furniture and equipment	6 - 10		1,679			1,710
Leasehold improvements	up to 10		1,711			1,950
Computers and software	3		1,797			1,811
Vehicles	5 - 7		16			16
Total property and equipment			13,189			13,359
Less: Accumulated depreciation			(9,218	)		(8,711	)
Total property and equipment, net		$	3,971		$	4,648

Depreciation expense were $400 and $276 for the three months ended June 30, 2020 and 2019, respectively. Depreciation expense were $777 and $468 for the six months ended June 30, 2020 and 2019, respectively.

Other Current Assets

	June 30, 2020		December 31, 2019
Government remittances⁽¹⁾	$	1,350	$	1,704
Sundry assets and miscellaneous		2,867		1,397
Total other current assets	$	4,217	$	3,101

(1)

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

Accrued Expenses and Other Current Liabilities


	June 30, 2020		December 31, 2019
Payroll and related expense	$	2,196	$	3,117
Accrued expenses		8,355		10,645
Commission accrual		2,528		4,215
Sales and consumption taxes		2,888		3,143
Total accrued expenses and other current liabilities	$	15,967	$	21,120

Warranty Accrual

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

	June 30, 2020			December 31, 2019
Balance as of the beginning of the year	$	1,977		$	1,336
Warranties assumed through business combination		-			273
Warranties issued during the year		359			1,038
Warranty costs incurred during the year		(677	)		(670	)
Balance at the end of the year	$	1,659		$	1,977
Current		1,160			1,254
Long-term		499			723
Total	$	1,659		$	1,977

Finance Expenses

	Three Months Ended June 30				Six Months Ended June 30
	2020		2019		2020		2019
Interest expense	$	2,220	$	2,022	$	4,328	$	3,577
Accretion on long-term debt and amortization of fees		151		130		297		230
Total finance expenses	$	2,371	$	2,152	$	4,625	$	3,807

Intangible Assets and Goodwill

6 Months Ended

Jun. 30, 2020

Goodwill And Intangible Assets Disclosure [Abstract]

Intangible Assets and Goodwill

7. INTANGIBLE ASSETS AND GOODWILL

As described in Note 1, in November 2019, the Company completed its business combination with Venus Concept Ltd., which included the addition of goodwill of $24,847 and amortizable intangible assets, represented by the technology ($16,900) and the brand name ($1,200). Goodwill associated with the Merger was primarily attributable to the future revenue growth opportunities associated with additional share in the hair restoration market, as well as the value associated with assembled workforce.

The carrying values of goodwill and indefinite-life intangible assets are subject to annual impairment assessment as of the last day of each fiscal year. Between annual assessments, impairment review may also be triggered by any significant events or changes in circumstances affecting the Company’s business. The global pandemic caused by the novel coronavirus (COVID-19) has significantly impacted the Company’s business during the first three months of 2020, including its sales, supply chain, manufacturing and accounts receivable collections. As a result, the Company considered the COVID-19 pandemic as a triggering event and conducted quantitative impairment assessment of its goodwill as of March 31, 2020.

The Company has one reporting unit and the reporting unit’s carrying value was compared to its estimated fair value. As at March 31, 2020, the Company estimated its fair value using a combination of income approach and market approach. The income approach is based on the present value of future cash flows, which are derived from long term financial forecasts, and requires significant assumptions including among others, a discount rate and a terminal value. The market approach is based on the observed ratios of enterprise value to revenue multiples of the Company and other comparable publicly traded companies. Based upon the results of the goodwill impairment assessment, the Company recorded an impairment charge of $27,450 as of March 31, 2020, which represented the full balance of goodwill for the reporting unit. Based on the analysis of the intangible assets and long-lived assets performed by the management as at June 30, 2020, no further impairment was considered necessary.

Intangible assets net of accumulated amortization and goodwill were as follows:

	At June 30, 2020
	Gross Amount		Accumulated Amortization			Net Amount
Customer relationships	$	1,400	$	(196	)	$	1,204
Brand		2,500		(408	)		2,092
Technology		16,900		(1,878	)		15,022
Supplier agreement		3,000		(716	)		2,284
Total intangible assets and goodwill	$	23,800	$	(3,198	)	$	20,602

	At December 31, 2019
	Gross Amount		Accumulated Amortization			Net Amount
Goodwill	$	27,450	$	—		$	27,450
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 and goodwill	$	51,250	$	(1,462	)	$	49,788

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


July 1, 2020 to December 31, 2020	$	1,737
2021		3,473
2022		3,473
2023		3,473
2024		3,473
Thereafter		4,973
Total	$	20,602

Commitments and Contingencies

6 Months Ended

Jun. 30, 2020

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

8. 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 June 30, 2020 are as follows:

	Office Lease		Purchase Commitments		Total
July 1, 2020 to December 31, 2020	$	1,162	$	7,962	$	9,124
2021		1,881		—		1,881
2022		953		—		953
2023		515		—		515
2024		212		—		212
Thereafter		1,198		—		1,198
Total	$	5,921	$	7,962	$	13,883

The total rent expense for all operating leases for the three months ended June 30, 2020 and 2019 was $451 and $498, respectively. The total rent expense for all operating leases for the six months ended June 30, 2020 and 2019 was $1,021 and $888, respectively.

Commitments

As of June 30, 2020, the Company has non-cancellable purchase orders placed with its contract manufacturers in the amount of $7,962. In addition, as of June 30, 2020, the Company had $1,181 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”.

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, Inc., 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, Inc., 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. 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. On March 30, 2020, the Company filed a renewed motion to dismiss based on its federal forum selection clause. A hearing on the Company’s demurrer and renewed motion to dismiss was held on June 12, 2020. The court has not yet issued any 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, Inc., 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, Inc. motion to dismiss as to all but two allegedly false or misleading statements contained in the Company’s 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. On May 29, 2020, Lead Plaintiff filed a motion for class certification, which the Company elected not to oppose, and on July 29, 2020, the court certified a class of investors who purchased shares of the Company common stock pursuant or traceable to the Company’s initial public offering.

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, Inc. 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, Inc. 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. The Company filed a motion to dismiss the complaint on May 26, 2020. On July 2, 2020, plaintiff and the Company filed a stipulation of dismissal with prejudice as to the plaintiff and without prejudice as to the putative class. The Company believes that these lawsuits are without merit and management intends to vigorously defend against these claims.

Venus Concept China Matter

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. 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. Although the revenue generated from the product that is the subject of the investigation did not represent a material amount of the Company’s total revenues for the years ended December 31, 2018 and 2019, monetary penalties nonetheless could be material.

In April 2020, Venus Concept China received a determination from NMPA on its application for registering Versa’s IPL function as a medical device. NMPA has approved the registration of one applicator HR 650 for hair removal as a Class II medical device out of the four IPL applicators for which Venus Concept China had originally applied. The date of registration is April 15, 2020. Venus Concept China also submitted an explanation letter and a draft Corrective & Preventive Action Report plan to Xuhui MSA during a meeting with the local authority on April 23, 2020. However, on April 29, 2020, Xuhui MSA informed Venus Concept China that its administrative investigation case has been transferred to Xuhui Branch of Shanghai Municipal Public Security Bureau (“Xuhui PSB”) for further handling. On May 6, 2020, the economic crime investigation department of Xuhui PSB confirmed to Venus Concept China’s local PRC counsel that they would review and decide whether or not to file formally a criminal investigation case against Venus Concept China and any relevant individuals allegedly responsible for any alleged criminal offense(s). On May 29, 2020, Venus Concept China was informed by Xuhui MSA of Xuhui PSB’s decision not to file a criminal investigation case and was shown a written Notice of non-filing of a criminal case issued by Xuhui PSB. On the same day, Xuhui MSA informed Venus Concept China that it would reopen and resume its administrative investigation case against Venus Concept China, which proceedings are currently ongoing.

The Company and Venus Concept China are cooperating with the relevant authorities in these matters; however, the Company cannot predict the outcome of these matters.

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.

Long-Term Debt

6 Months Ended

Jun. 30, 2020

Debt Disclosure [Abstract]

Long-Term Debt

9. LONG-TERM DEBT

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 (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 June 30, 2020, and 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. 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 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 the Company and Venus Concept Ltd. under the U.S. Security Agreement to satisfy the obligations.

Effective August 14, 2018, interest on the Madryn loan is 9.00%, payable quarterly. Previously, interest was payable quarterly, at the Company’s option, as follows: cash interest 9.00% during the interest only period, which was 3 years or 12 principal payments after closing, plus an additional 4.00% 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 Madryn Credit Agreement contains certain covenants that require the Company together with its subsidiaries to achieve certain minimum revenue and liquidity thresholds. The minimum revenue and liquidity covenants require that the Company and its subsidiaries, on a consolidated basis, achieve (i) minimum reported revenue targets for any four consecutive fiscal quarter period of an amount equal to the greater of (A) $100,000 and (B) one hundred and fifty percent (150%) of the aggregate outstanding amount of the loans as of the last day of such four consecutive fiscal quarter period, (ii) minimum levels of cash held in deposit accounts controlled by Madryn to be no less than $2,000 and (iii) minimum levels of cash held in all deposit accounts, plus availability under the CNB Credit Facility (as defined below), to be no less than $5,000.

On April 29, 2020, the Company entered into the Twelfth Amendment to the Madryn Credit Agreement that (i) require that interest payments for the period beginning January 1, 2020 and ending on, and including, April 29, 2020 (the “PIK Period”), be paid-in-kind, (ii) increase the interest rate from 9.00% per annum to 12.00% per annum during the PIK Period and (iii) require the Company to provide certain additional financial and other reporting information to the lenders.

On June 30, 2020, the Company entered into the Thirteenth Amendment to the Madryn Credit Agreement that (i) extends the PIK Period through June 30, 2020, (ii) reduces the consolidated minimum revenue threshold requirement (a) for the four consecutive fiscal quarter period ended June 30, 2020, to at least $85,000 and (b) for the four consecutive fiscal quarter period ending September 30, 2020, to at least $75,000, (iii) requires the Company to raise at least $5,000 of cash proceeds from the issuance of equity during the period June 1, 2020 through September 30, 2020 and (iv) obligates the Company to use its best efforts to raise an additional $2,000 of cash proceeds from the issuance of equity during the period June 1, 2020 through September 30, 2020.

The Madryn Credit Agreement also contains various covenants that limit the Company’s ability and the ability of its subsidiaries to engage in specified types of transactions. Subject to limited exceptions, these covenants limit the Company’s ability, without Madryn’s consent, to, among other things:

•

sell, lease, transfer, exclusively license or dispose of the Company’s assets;

•

create, incur, assume or permit to exist additional indebtedness or liens, which may limit the Company’s ability to raise additional capital;

•

make restricted payments, including paying dividends on, repurchasing or making distributions with respect to the Company’s capital stock;

•

pay any cash dividend or make any other cash distribution or payment in respect of the Company’s capital stock;

•

make specified investments (including loans and advances);

•

make changes to certain key personnel including the Company’s President and Chief Executive Officer;

•

merge, consolidate or liquidate; and

•

enter into certain transactions with affiliates.

As of June 30, 2020 and as of December 31, 2019 the Company was in compliance with all required covenants.

Pursuant to the Madryn Credit Agreement, if all or any portion of the loans 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.

The scheduled principal payments on the outstanding borrowings as of June 30, 2020 are as follows:

	As of June 30, 2020
2020		-
2021		-
2022		66,574
Total		66,574
Less: debt discounts and issuance costs		(1,210	)
Less: current portion		-
Non-current portion	$	65,364

Credit Facility

6 Months Ended

Jun. 30, 2020

Line Of Credit Facility [Abstract]

Credit Facility

10. 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 ($10,000 in 2019, starting from April 2019), to be used to finance working capital requirements (the “Credit Facility”). As of June 30, 2020, the Company had $3,861 outstanding ($7,789 as of December 31, 2019) under the Credit Facility, which bears interest at LIBOR rate plus 3.25%, which amounted to a weighted average of 4.06% (5.72% for the six months ended June 30, 2019).

On March 20, 2020, the Company entered into a Second Amended and Restated Loan Agreement as a borrower with CNB, as amended, 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.

The CNB Credit Facility 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 June 30, 2020 and December 31, 2019, the Company was in compliance with all required covenants. An event of default under this agreement would cause a default under the Madryn Credit Agreement (see Note 9).

Government Assistance Programs

6 Months Ended

Jun. 30, 2020

Government Assistance Programs [Abstract]

Government Assistance Programs

11. GOVERNMENT ASSISTANCE PROGRAMS

The Company and one of its subsidiaries, Venus Concept USA Inc. (“Venus USA”), received funding in the total amount of $4,048 in connection with two Small Business Loans under the federal Paycheck Protection Program provided in Section 7(a) of the Small Business Act of 1953, as amended by the Coronavirus Aid, Relief, and Economic Security Act, as amended from time to time (the “PPP”).

The Company entered the U.S. Small Business Administration Note dated as of April 21, 2020 in favor of CNB pursuant to which the Company borrowed $1,665 original principal amount, which was funded on April 29, 2020 (the “Venus Concept PPP Loan”). The Venus Concept PPP Loan bears interest at 1% per annum and matures in two years from the date of disbursement of funds under the loan. Interest and principal payments under the Venus Concept PPP Loan will be deferred for a period of six months.

The Venus Concept PPP Loan contain certain covenants which, among other things, restrict the Company’s use of the proceeds of the PPP Loan to the payment of payroll costs, interest on mortgage obligations, rent obligations and utility expenses, require compliance with all other loans or other agreements with any creditor of the Company, to the extent that a default under any loan or other agreement would materially affect the Company’s ability to repay its PPP Loan and limit the Company’s ability to make certain changes to its ownership structure.

Venus USA entered into a U.S. Small Business Administration Note dated as of April 15, 2020 in favor of CNB. Venus USA borrowed $2,383 original principal amount, which was funded on April 20, 2020 (the “Venus USA PPP Loan” and together with the Venus Concept PPP Loan, individually each a “PPP Loan” and collectively, the “PPP Loans”). The terms of the Venus USA PPP Loan are substantially similar to the terms of the Venus Concept PPP Loan.

Under certain circumstances, all or a portion of the PPP Loans may be forgiven, however, there can be no assurance that any portion of the PPP Loans will be forgiven and that the Company would not be required to repay the PPP Loans in full. The Company recorded PPP Loans within the long-term liabilities in the condensed consolidated balance sheet.

Under the Madryn Credit Agreement each PPP Loan is permitted to be incurred by the Company and Venus Concept USA as long as certain conditions remain satisfied, including that all PPP Loans must be forgiven other than any amount which can fit under existing permitted debt baskets in the Madryn Credit Agreement. If the Company and/or Venus Concept USA defaults on the respective PPP Loan or if any of the conditions to the incurrence thereof under the Madryn Credit Agreement are not satisfied (i) events of default will occur under the Madryn Credit Agreement and the CNB Credit Facility and (ii) the Company and Venus Concept USA may be required to immediately repay their respective PPP Loan.

The U.S. Small Business Administration (the “SBA”) has decided, in consultation with the Department of the Treasury, that it will review all loans in excess of $2,000 following the lender’s submission of the borrower’s loan forgiveness application. To the extent that the SBA’s audit determines that Venus Concept USA was not entitled to the loan under the PPP, the loan may not be forgiven, an event of default would occur under the Madryn Credit Agreement and Venus Concept USA could be subject to civil and criminal penalties.

As of June 30, 2020, the Company had $4,048 outstanding under the PPP Loans (None as of December 31, 2019).

On May 6, 2020 the Company’s subsidiary, Venus Concept UK Limited, received funding in the total amount of $61.9 (50.0 GBP) in connection with the loan under the Bounce Back Loan Scheme (“Venus Concept UK Loan”), the program established in the U.K. to help smaller businesses impacted by COVID-19. This loan bears interest at 2.5% per annum and matures in six years from the date of disbursement of funds. Interest and principal payments under the Venus Concept UK Loan will be deferred for a period of twelve months. As of June 30, 2020 the balance of the Venus Concept UK Loan was $61.9 (None as of December 31, 2019).

Certain of the Company’s subsidiaries applied for government assistance programs and received government subsidies aggregating $555. The terms of these government assistance programs vary by jurisdiction. The Company recorded government subsidies received as a reduction to the associated wage costs in general and administrative expenses in the condensed consolidated statement of operations.

Common Stock Reserved For Issuance

6 Months Ended

Jun. 30, 2020

Equity [Abstract]

Common Stock Reserved For Issuance

12. 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 exercise of all options granted and available for grant under the incentive plans and warrants to purchase common stock.

	June 30, 2020		December 31, 2019
Outstanding common stock warrants		10,665,067		3,990,067
Outstanding stock options		4,787,295		3,278,439
Shares reserved for future option grants		318,427		742,828
Total common stock reserved for issuance		15,770,789		8,011,334

Stockholders Equity

6 Months Ended

Jun. 30, 2020

Equity [Abstract]

Stockholders Equity

13. STOCKHOLDERS EQUITY

Common Stock

The Company’s common stock confer upon their holders the following rights:

•

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

•

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

•

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

Series A preferred stock

As noted in Note 1 above, in March 2020, the Company issued and sold to certain Investors an aggregate of 660,000 shares of Series A Preferred Stock. The terms of the Series A Preferred Stock are governed by a Certificate of Designation filed by the Company with the Secretary of State of the State of Delaware on March 18, 2020. The following is a summary of the material terms of the Series A Preferred Stock:

•

Voting Rights. The Series A Preferred Stock has no voting rights except as required by law and except that the consent of the holders of a majority of outstanding shares of the Series A Preferred Stock will be required to amend the terms of the Series A Preferred Stock or take certain other actions with respect to the Series A Preferred Stock.

•

Liquidation. The Series A Preferred Stock does not have a preference upon any liquidation, dissolution or winding-up of the Company.

•

Conversion. The Series A Preferred Stock is automatically convertible into shares of common stock, based on an initial conversion ratio of 1:10, as adjusted in accordance with the Certificate of Designation, upon receipt of the approval of the Company’s stockholders. The Company is not permitted to issue any shares of common stock upon conversion of the Series A Preferred Stock to the extent that the issuance of such shares of common stock would exceed 19.99% of the Company’s outstanding shares of common stock as of the date of the initial issuance of the Series A Preferred Stock, unless the Company obtains shareholder approval to issue more than such 19.99% (the “Conversion Cap”). The Conversion Cap will be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction.

•

Dividends. No dividends will be paid on the outstanding shares of the Series A Preferred Stock.

•

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

•

Maturity. The Series A Preferred Stock shall be perpetual unless converted.

Upon issuance, the effective conversion price of the Series A Preferred Stock of $1.93 per share were lower than the market price of the Company’s common stock on the date of issuance of the Series A Preferred Stock of $2.47 per share, as a result, the Company recorded the beneficial conversion feature of $3,564 in APIC. Because the Series A Preferred Stock is perpetual, it is carried at the amount recorded at inception. Subsequently, upon conversion of the Series A Preferred Stock, the beneficial conversion feature was accounted for as deemed dividend as disclosed below.

The Company evaluated the Series A Preferred Stock for liability or equity classification in accordance with the provisions of ASC 480, Distinguishing Liabilities from Equity, and determined that equity treatment was appropriate because the Series A Preferred Stock did not meet the definition of the liability instruments defined thereunder for convertible instruments. Specifically, the Series A Preferred Stock is not mandatorily redeemable and does not embody an obligation to buy back the shares outside of the Company’s control in a manner that could require the transfer of assets. Additionally, the Company determined that the Series A Preferred Stock would be recorded as permanent equity, not temporary equity, based on the guidance of ASC 480 given that the holders of equally and more subordinated equity would be entitled to also receive the same form of consideration upon the occurrence of the event that gives rise to the redemption or events of redemption that are within the control of the Company.

Since Series A Preferred Stock was sold as a unit with warrants, the proceeds received were allocated to each instrument on a relative fair value basis as it is described below. All outstanding shares of Series A Preferred Stock were converted into shares of common stock on June 16, 2020, as described below.

2020 Private Placement Warrants

As noted in Note 1 above, in March 2020, the Company issued and sold to the Investors in the 2020 Private Placement warrants to purchase up to 6,675,000 shares of common stock with an exercise price of $3.50 per share, along with the shares of common stock and preferred stock the Investors purchased. The 2020 Private Placement Warrants have a five-year term and are exercisable beginning 181 days after their issue date. The Company evaluated the 2020 Private Placement Warrants for liability or equity classification in accordance with the provisions of ASC 480, Distinguishing Liabilities from Equity, and determined that equity treatment was appropriate because the warrants only require settlement through the issuance of the Company’s common stock which is not redeemable, and do not represent an obligation to issue a variable number of shares. Based on this guidance, the Company determined, for each issuance, that the 2020 Private Placement Warrants did not need to be accounted for as a liability. Accordingly, the 2020 Private Placement Warrants were classified as equity and are not subject to remeasurement at each balance sheet date. The proceeds received in the 2020 Private Placement were allocated to each instrument on a relative fair value basis.

Total net proceeds of $20,300 reduced by $3,564 of the beneficial conversion feature were allocated as follows: $8,063 to Series A Preferred Stock, $4,052 to shares of common stock and $4,621 to the 2020 Private Placement Warrants issued. Series A Preferred Stock and common stock issued in the 2020 Private Placement were recorded at par value of $0.0001 with the excess of par value recorded in APIC.

Conversion of Series A Preferred Stock shares

On June 16, 2020, upon the approval of the Company’s stockholders, 660,000 shares of Series A Preferred Stock were converted into 6,600,000 shares of the Company’s common stock. As a result of the conversion, in accordance with ASC 470-20-40-1, the beneficial conversion feature of $3,564 was recorded as a deemed dividend in APIC, that has been presented as a component of the net loss attributable to common stockholders in the Company’s condensed consolidated statement of operations.

2010 Share Option Plan

In November 2010, the Company’s Board of Directors (the “Board”) adopted a share option plan (the “2010 Share Option Plan”) pursuant to which shares of the Company’s common stock are reserved for issuance upon the exercise of options to be granted to directors, officers, employees and consultants of the Company. The 2010 Share Option Plan is administered by the 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 June 30, 2020, 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 (44,450 as at December 31, 2019).

2019 Incentive Award 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 on September 12, 2017 and approved by the Company’s stockholders on September 14, 2017. The 2017 Incentive Award Plan was amended, restated, and renamed as set forth above, and was approved by the Company’s stockholders on October 4, 2019.

Under the 2019 Plan, 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 June 30, 2020, there were 273,977 of shares of common stock available under the 2019 Plan (698,378 as at December 31, 2019). The 2019 Plan contains an “evergreen” provision, pursuant to which the number of shares of common stock reserved for issuance pursuant to awards under such plan shall be increased on the first day of each year from 2020 and ending in 2029 equal to the lesser of (A) four percent (4.00%) of the shares of stock outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares of stock as determined by the Board.

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

	Three Months Ended June 30				Six Months Ended June 30
	2020		2019		2020		2019
Cost of sales	$	6	$	—	$	12	$	—
Selling and marketing		222		710		414		833
General and administrative		284		267		583		504
Research and development		27		67		47		82
Total stock-based compensation	$	539	$	1,044	$	1,056	$	1,419

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:

	Three Months Ended June 30						Six Months Ended June 30
	2020			2019			2020			2019
Expected term (in years)		6.32			4.36		5.00-6.54			4.00-5.00
Risk-free interest rate		0.65	%		2.43	%	0.57-1.50		%	1.4-2.53		%
Expected volatility		43.26	%		50.00	%		42.61	%		49.00	%
Expected dividend rate		0	%		0	%		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 plans:

	Number of Shares			Weighted- Average Exercise Price per Share, $		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding – January 1, 2020		3,278,439		$	5.29		5.08	$	4,885
Options granted		1,705,000			4.35			$	-
Options exercised		(22,777	)		4.34
Options forfeited/cancelled		(173,367	)		23.00
Outstanding – June 30, 2020		4,787,295		$	4.33		6.32	$	2,637
Exercisable – June 30, 2020		2,808,235		$	3.75		4.12	$	2,637
Expected to vest – after June 30, 2020		1,979,060		$	5.16		9.44	$	-

The following tables summarize information about share options outstanding and exercisable at June 30, 2020:

	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 - $3.64		3,157,535		5.63	$	2.74		1,948,175		3.07	$	2.19
$4.26 - $7.95		1,570,155		7.67		6.75		821,337		6.50		6.34
$12.45 - $26.10		36,082		7.98		18.48		16,439		7.50		19.08
$27.00 - $33.00		14,612		4.06		28.02		14,556		4.05		28.01
$36.00 - $94.65		8,911		7.23		46.29		7,728		7.13		44.87
		4,787,295		6.32	$	4.33		2,808,235		4.12	$	3.75

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 $46 and $nil for the three months ended June 30, 2020 and 2019, respectively. The total intrinsic value of options exercised were $46 and $31 for the six months ended June 30, 2020 and 2019, respectively.

The weighted-average grant date fair value of options granted was $4.26 and $5.52 per share for the three months ended June 30, 2020 and 2019, respectively. The weighted-average grant date fair value of options granted was $4.355 and $5.52 per share for the six months ended June 30, 2020 and 2019, respectively.

Income Taxes

6 Months Ended

Jun. 30, 2020

Income Tax Disclosure [Abstract]

Income Taxes

14. INCOME TAXES

The Company generated a loss and incurred $633 of tax benefit and $44 of tax benefit for the three and six months ended June 30, 2020, respectively. A reconciliation of income tax benefit is as follows:

	Three Months Ended June 30						Six Months Ended June 30
	2020			2019			2020			2019
Loss before income taxes	$	(10,398	)	$	(5,417	)	$	(60,512	)	$	(9,636	)
Theoretical tax benefit at the statutory rate (24.1% in 2020, 24.7% in 2019)		(2,507	)		(1,141	)		(14,584	)		(2,184	)
Differences in jurisdictional tax rates		(48	)		12			(220	)		(221	)
Losses utilization		101			45			—			609
Valuation allowance		1,936			1,480			7,298			2,546
Non-deductible expenses		(115	)		(335	)		7,462			197
Total income tax (benefit) expense		(633	)		61			(44	)		947
Net loss	$	(9,765	)	$	(5,478	)	$	(60,468	)	$	(10,583	)

Income tax expense is recognized based on the actual income received or loss incurred during the three and six months ended June 30, 2020. Due to the uncertainties as a result of COVID-19, management was unable to determine an annualized effective tax rate and calculate the income tax expense in accordance with such method. The effective tax rate differs from the statutory tax rate due to the recognition of previously unrecognized carried forward tax losses.

- Definition

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

+ References + Details

Segment and Geographic Information

6 Months Ended

Jun. 30, 2020

Segment Reporting [Abstract]

Segment and Geographic Information

15. 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:

	Three Months Ended June 30				Six Months Ended June 30
	2020		2019		2020		2019
United States	$	8,915	$	11,682	$	14,555	$	21,221
International	$	8,081	$	16,136		16,949	$	31,177
Total revenue	$	16,996	$	27,818	$	31,504	$	52,398

As of June 30, 2020, long-lived assets in the amount of $21,879 were located in the United States and $2,695 were located in foreign locations.

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

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

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

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

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

The following table presents revenue by type:

	Three Months Ended June 30				Six Months Ended June 30
	2020		2019		2020		2019
Lease revenue	$	7,465	$	16,643	$	14,278	$	32,385
System revenue		6,757		7,769		10,255		14,084
Product revenue		1,787		1,622		4,504		2,950
Service revenue		987		1,784		2,467		2,979
Total revenue	$	16,996	$	27,818	$	31,504	$	52,398

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9031-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI http://asc.fasb.org/topic&trid=2134510

+ Details

Related Party Transactions

6 Months Ended

Jun. 30, 2020

Related Party Transactions

16. RELATED PARTY TRANSACTIONS

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

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 June 30, 2020 and December 31, 2019, the outstanding amount of the loan was Indonesian rupiah (“IDR”) 6.9 billion, which is equivalent to $457 and $498, 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 three months ended June 30, 2020 and 2019, TBD did not purchase any products from the Company under this distribution agreement. For the six months ended June 30, 2020 and 2019, TBC purchased products in the amount of $49 and $100, 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. No royalties were paid in the three and six months ended June 30, 2020 and 2019, respectively. The Company reported the amounts under research and development expenses in the condensed consolidated financial statements. No amounts were outstanding as at June 30, 2020 and December 31, 2019.

Subsequent Events

6 Months Ended

Jun. 30, 2020

Subsequent Events [Abstract]

Subsequent Events

17. SUBSEQUENT EVENTS

Sales of Common Stock to Lincoln Park Under the Equity Purchase Agreement

Between July 1, 2020 and July 2, 2020, the Company issued and sold a total of 500,000 shares of its common stock to Lincoln Park pursuant to the Equity Purchase Agreement, generating aggregate proceeds of $1,957.

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2020

Accounting Policies [Abstract]

Basis of Presentation

Accounting policies

Restatement of Comparative Amounts

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

	As previously reported		Adjustment			As restated
	$		$			$
Consolidated balance sheet and consolidated statement of stockholders' equity
January 1, 2019
Common Stock		57,101		(57,096	)		5
Additional paid in capital		10,399		57,096			67,495

March 31, 2019
Common Stock		57,108		(57,103	)		5
Additional paid in capital		10,774		57,103			67,877

June 30, 2019
Common Stock		57,108		(57,103	)		5
Additional paid in capital		11,818		57,103			68,921

Jobs Act Accounting Election

JOBS Act Accounting Election

Risks and Uncertainties

Recently Issued Accounting Standards Not Yet Adopted

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2020

Accounting Policies [Abstract]

Summary of Restatement Adjustments on Previously Reported Condensed Consolidated Financial Statements

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

	As previously reported		Adjustment			As restated
	$		$			$
Consolidated balance sheet and consolidated statement of stockholders' equity
January 1, 2019
Common Stock		57,101		(57,096	)		5
Additional paid in capital		10,399		57,096			67,495

March 31, 2019
Common Stock		57,108		(57,103	)		5
Additional paid in capital		10,774		57,103			67,877

June 30, 2019
Common Stock		57,108		(57,103	)		5
Additional paid in capital		11,818		57,103			68,921

Net Loss Per Share (Tables)

6 Months Ended

Jun. 30, 2020

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

	Three Months Ended June 30						Six Months Ended June 30
	2020			2019			2020			2019
Numerator:
Net loss	$	(9,765	)	$	(5,478	)	$	(60,468	)	$	(10,583	)
Net loss allocated to stockholders of the Company	$	(13,152	)	$	(5,910	)	$	(63,342	)	$	(11,183	)
Denominator:
Weighted-average shares of common stock outstanding used in computing net loss per share, basic and diluted		33,315			4,776			31,564			4,776
Net loss per share:
Basic and diluted	$	(0.39	)	$	(1.24	)	$	(2.01	)	$	(2.34	)

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

	June 30, 2020		June 30, 2019
Options to purchase common stock		2,808,235		3,269,926
Preferred stock		-		9,216,413
Warrants for common stock		10,665,067		179,932
Total potential dilutive shares		13,473,302		12,666,271

Fair Value Measurements - (Tables)

6 Months Ended

Jun. 30, 2020

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 June 30, 2020
	Quoted Prices in Active Markets using Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets
Restricted cash	$	—	$	83	$	—	$	83
Total assets	$	—	$	83	$	—	$	83
Liabilities
Contingent earn-out consideration		—		—		743		743
Total liabilities	$	—	$	—	$	743	$	743

	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
Contingent earn-out consideration		—		—		655		655
Total liabilities	$	—	$	—	$	655	$	655

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 June 30, 2020, for which fair value is determined using Level 3 inputs:

Beginning balance	$	950
Payments		(828	)
Change in value		533
December 31, 2019		655
Payments		(77	)
Change in value		179
March 31, 2020		757
Payments		(79	)
Change in value		65
June 30, 2020	$	743

Accounts Receivable (Tables)

6 Months Ended

Jun. 30, 2020

Receivables [Abstract]

Summary of Accounts Receivables

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


	June 30, 2020			December 31, 2019
Gross accounts receivable	$	96,159		$	105,127
Unearned income		(4,183	)		(5,623	)
Allowance for doubtful accounts		(14,277	)		(10,494	)
	$	77,699		$	89,010
Reported as:
Current trade receivables	$	57,539		$	58,977
Current unearned interest income		(2,937	)		(3,942	)
Long-term trade receivables		24,343			35,656
Long-term unearned interest income		(1,246	)		(1,681	)
	$	77,699		$	89,010

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:

			June 30,
	Total		2021		2022		2023		2024		2025
Current financing receivables, net of allowance of $5,502	$	31,459	$	31,459	$	—	$	—	$	—	$	—
Long-term financing receivables, net of allowance of $4,216		24,343		—		18,898		5,317		128		—
	$	55,802	$	31,459	$	18,898	$	5,317	$	128	$	—

Summary of Allowance for Doubtful Accounts

The allowance for doubtful accounts consisted of the following activity:

Balance as of January 1, 2019	$	4,408
Write-offs		(3,905	)
Provision		9,991
Balance as of December 31, 2019		10,494
Write-offs		(1,152	)
Provision		1,547
Balance as of March 31, 2020		10,889
Write-offs		(481	)
Provision		3,869
Balance as of June 30, 2020	$	14,277

Select Balance Sheet and Statement of Operations Information (Tables)

6 Months Ended

Jun. 30, 2020

Select Balance Sheet And Income Statement Information [Abstract]

Schedule of Inventory

Inventory consists of the following:


	June 30, 2020		December 31, 2019
Raw materials	$	901	$	877
Work-in-progress		2,028		2,067
Finished goods		16,101		15,900
Total inventory	$	19,030	$	18,844

Schedule of Property and Equipment, Net

Property and equipment, net consist of the following:

	Useful Lives (in years)	June 30, 2020			December 31, 2019
Lab equipment tooling and molds	4 - 10	$	7,986		$	7,872
Office furniture and equipment	6 - 10		1,679			1,710
Leasehold improvements	up to 10		1,711			1,950
Computers and software	3		1,797			1,811
Vehicles	5 - 7		16			16
Total property and equipment			13,189			13,359
Less: Accumulated depreciation			(9,218	)		(8,711	)
Total property and equipment, net		$	3,971		$	4,648

Schedule of Other Current Assets

Other Current Assets

	June 30, 2020		December 31, 2019
Government remittances⁽¹⁾	$	1,350	$	1,704
Sundry assets and miscellaneous		2,867		1,397
Total other current assets	$	4,217	$	3,101

(1)

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

Schedule of Accrued Expenses and Other Current Liabilities


	June 30, 2020		December 31, 2019
Payroll and related expense	$	2,196	$	3,117
Accrued expenses		8,355		10,645
Commission accrual		2,528		4,215
Sales and consumption taxes		2,888		3,143
Total accrued expenses and other current liabilities	$	15,967	$	21,120

Schedule of Change in Warranty Accrual

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

	June 30, 2020			December 31, 2019
Balance as of the beginning of the year	$	1,977		$	1,336
Warranties assumed through business combination		-			273
Warranties issued during the year		359			1,038
Warranty costs incurred during the year		(677	)		(670	)
Balance at the end of the year	$	1,659		$	1,977
Current		1,160			1,254
Long-term		499			723
Total	$	1,659		$	1,977

Schedule of Finance Expenses

	Three Months Ended June 30				Six Months Ended June 30
	2020		2019		2020		2019
Interest expense	$	2,220	$	2,022	$	4,328	$	3,577
Accretion on long-term debt and amortization of fees		151		130		297		230
Total finance expenses	$	2,371	$	2,152	$	4,625	$	3,807

Intangible Assets and Goodwill (Tables)

6 Months Ended

Jun. 30, 2020

Goodwill And Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets Net of Accumulated Amortization and Goodwill

Intangible assets net of accumulated amortization and goodwill were as follows:

	At June 30, 2020
	Gross Amount		Accumulated Amortization			Net Amount
Customer relationships	$	1,400	$	(196	)	$	1,204
Brand		2,500		(408	)		2,092
Technology		16,900		(1,878	)		15,022
Supplier agreement		3,000		(716	)		2,284
Total intangible assets and goodwill	$	23,800	$	(3,198	)	$	20,602

	At December 31, 2019
	Gross Amount		Accumulated Amortization			Net Amount
Goodwill	$	27,450	$	—		$	27,450
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 and goodwill	$	51,250	$	(1,462	)	$	49,788

Schedule of Estimated Amortization Expense

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


July 1, 2020 to December 31, 2020	$	1,737
2021		3,473
2022		3,473
2023		3,473
2024		3,473
Thereafter		4,973
Total	$	20,602

Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2020

Commitments And Contingencies Disclosure [Abstract]

Summary of Future Minimum Lease Payments and Purchase Commitments with Manufacturers

Aggregate future minimum lease payments and purchase commitments with manufacturers as of June 30, 2020 are as follows:

	Office Lease		Purchase Commitments		Total
July 1, 2020 to December 31, 2020	$	1,162	$	7,962	$	9,124
2021		1,881		—		1,881
2022		953		—		953
2023		515		—		515
2024		212		—		212
Thereafter		1,198		—		1,198
Total	$	5,921	$	7,962	$	13,883

Long-Term Debt (Tables)

6 Months Ended

Jun. 30, 2020

Debt Disclosure [Abstract]

Schedule Principal Payments on Outstanding Borrowings

The scheduled principal payments on the outstanding borrowings as of June 30, 2020 are as follows:

	As of June 30, 2020
2020		-
2021		-
2022		66,574
Total		66,574
Less: debt discounts and issuance costs		(1,210	)
Less: current portion		-
Non-current portion	$	65,364

Common Stock Reserved For Issuance (Tables)

6 Months Ended

Jun. 30, 2020

Equity [Abstract]

Schedule of Common Stock Reserved for Issuance

	June 30, 2020		December 31, 2019
Outstanding common stock warrants		10,665,067		3,990,067
Outstanding stock options		4,787,295		3,278,439
Shares reserved for future option grants		318,427		742,828
Total common stock reserved for issuance		15,770,789		8,011,334

Stockholders Equity (Tables)

6 Months Ended

Jun. 30, 2020

Equity [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 condensed consolidated statements of operations as follows:

	Three Months Ended June 30				Six Months Ended June 30
	2020		2019		2020		2019
Cost of sales	$	6	$	—	$	12	$	—
Selling and marketing		222		710		414		833
General and administrative		284		267		583		504
Research and development		27		67		47		82
Total stock-based compensation	$	539	$	1,044	$	1,056	$	1,419

Assumptions used in Fair Value of Option Estimated at Date of Grant using Black-Scholes-Merton 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:

	Three Months Ended June 30						Six Months Ended June 30
	2020			2019			2020			2019
Expected term (in years)		6.32			4.36		5.00-6.54			4.00-5.00
Risk-free interest rate		0.65	%		2.43	%	0.57-1.50		%	1.4-2.53		%
Expected volatility		43.26	%		50.00	%		42.61	%		49.00	%
Expected dividend rate		0	%		0	%		0%			0%

Summary of Stock Option Activity

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

	Number of Shares			Weighted- Average Exercise Price per Share, $		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding – January 1, 2020		3,278,439		$	5.29		5.08	$	4,885
Options granted		1,705,000			4.35			$	-
Options exercised		(22,777	)		4.34
Options forfeited/cancelled		(173,367	)		23.00
Outstanding – June 30, 2020		4,787,295		$	4.33		6.32	$	2,637
Exercisable – June 30, 2020		2,808,235		$	3.75		4.12	$	2,637
Expected to vest – after June 30, 2020		1,979,060		$	5.16		9.44	$	-

Summary of Information about Share Options Outstanding and Exercisable

The following tables summarize information about share options outstanding and exercisable at June 30, 2020:

	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 - $3.64		3,157,535		5.63	$	2.74		1,948,175		3.07	$	2.19
$4.26 - $7.95		1,570,155		7.67		6.75		821,337		6.50		6.34
$12.45 - $26.10		36,082		7.98		18.48		16,439		7.50		19.08
$27.00 - $33.00		14,612		4.06		28.02		14,556		4.05		28.01
$36.00 - $94.65		8,911		7.23		46.29		7,728		7.13		44.87
		4,787,295		6.32	$	4.33		2,808,235		4.12	$	3.75

Income Taxes (Tables)

6 Months Ended

Jun. 30, 2020

Income Tax Disclosure [Abstract]

Schedule of Reconciliation of Income Tax Benefit

	Three Months Ended June 30						Six Months Ended June 30
	2020			2019			2020			2019
Loss before income taxes	$	(10,398	)	$	(5,417	)	$	(60,512	)	$	(9,636	)
Theoretical tax benefit at the statutory rate (24.1% in 2020, 24.7% in 2019)		(2,507	)		(1,141	)		(14,584	)		(2,184	)
Differences in jurisdictional tax rates		(48	)		12			(220	)		(221	)
Losses utilization		101			45			—			609
Valuation allowance		1,936			1,480			7,298			2,546
Non-deductible expenses		(115	)		(335	)		7,462			197
Total income tax (benefit) expense		(633	)		61			(44	)		947
Net loss	$	(9,765	)	$	(5,478	)	$	(60,468	)	$	(10,583	)

Segment and Geographic Information (Tables)

6 Months Ended

Jun. 30, 2020

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:

	Three Months Ended June 30				Six Months Ended June 30
	2020		2019		2020		2019
United States	$	8,915	$	11,682	$	14,555	$	21,221
International	$	8,081	$	16,136		16,949	$	31,177
Total revenue	$	16,996	$	27,818	$	31,504	$	52,398

Schedule of Revenue by Type

The following table presents revenue by type:

	Three Months Ended June 30				Six Months Ended June 30
	2020		2019		2020		2019
Lease revenue	$	7,465	$	16,643	$	14,278	$	32,385
System revenue		6,757		7,769		10,255		14,084
Product revenue		1,787		1,622		4,504		2,950
Service revenue		987		1,784		2,467		2,979
Total revenue	$	16,996	$	27,818	$	31,504	$	52,398

Nature of Operations - Additional Information (Details) $ / shares in Units, € in Thousands						1 Months Ended	3 Months Ended	6 Months Ended
	Jun. 16, 2020 USD ($) $ / shares shares	May 04, 2020 USD ($)	May 04, 2020 EUR (€)	Mar. 19, 2020 USD ($) $ / shares shares	Nov. 07, 2019 shares	Mar. 31, 2020 USD ($) shares	Jun. 30, 2020 USD ($) $ / shares shares	Jun. 30, 2020 USD ($) $ / shares shares	Jun. 30, 2020 EUR (€) shares	Dec. 31, 2019 USD ($) $ / shares shares
Nature Of Operations [Line Items]
Accumulated deficit							$ 135,464,000	$ 135,464,000		$ 75,686,000
Net proceeds from private placement						$ 20,300,000		20,300,000
Net proceeds from shares issuance								$ 2,956,000
Common stock, shares issued \| shares							39,830,122	39,830,122	39,830,122	28,686,116
Common stock, par value \| $ / shares							$ 0.0001	$ 0.0001		$ 0.0001
Convertible promissory notes, cash issuance costs							$ 1,210,000	$ 1,210,000
Common stock, shares issued \| shares							39,830,122	39,830,122	39,830,122	28,686,116
Payment receivable							$ 67,000	$ 67,000	€ 60
Gain (loss) on disposal transaction								$ (385,000)
Med Group Consult Ltd \| Venus Concept Central Eastern Europe Ltd
Nature Of Operations [Line Items]
Percentage of ownership interest		51.00%	51.00%
Cash consideration		$ 531,000	€ 473
Payment received		124,000	€ 110
Number of equal monthly installments								five
Percentage of operating revenue								1.00%
Transaction date of sale and purchase agreement								May 04, 2020
Gain (loss) on disposal transaction		$ (385,000)
Common Stock
Nature Of Operations [Line Items]
Net proceeds from private placement						$ 4,052,000
Preferred stock convertible into common stock \| shares	6,600,000
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
Investors \| Securities Purchase Agreement
Nature Of Operations [Line Items]
Common stock, shares issued \| shares				2,300,000
Common stock, par value \| $ / shares				$ 0.0001
Warrants expiry period				5 years
Warrants exercisable period								beginning 181 days after their issue date
Common stock, shares issued \| shares				2,300,000
Investors \| Securities Purchase Agreement \| Private Placement
Nature Of Operations [Line Items]
Net proceeds from shares issuance				$ 22,250,000
Warrants to purchase shares of common stock \| shares				6,675,000
Exercise price of warrants \| $ / shares				$ 3.50
Convertible promissory notes, cash issuance costs				$ 1,950,000
Investors \| Securities Purchase Agreement \| Series A Convertible Preferred Stock
Nature Of Operations [Line Items]
Preferred stock, shares issued \| shares	660,000			660,000		660,000
Preferred stock, par value \| $ / shares				$ 0.0001
Investors \| Securities Purchase Agreement \| Series A Convertible Preferred Stock \| Common Stock
Nature Of Operations [Line Items]
Preferred stock convertible into common stock \| shares	6,600,000			6,600,000
Equity Purchase Agreement \| Lincoln Park
Nature Of Operations [Line Items]
Net proceeds from shares issuance							$ 2,956,000	$ 620,000
Equity purchase agreement term	2 years
Common stock, shares issued \| shares							1,013,060	1,013,060	1,013,060
Common stock, par value \| $ / shares	$ 0.0001
Percentage of common shares outstanding	19.99%
Common stock, average purchase price per share \| $ / shares							$ 3.61	$ 3.61
Common stock, shares issued \| shares							1,013,060	1,013,060	1,013,060
Commitment shares issued \| shares								209,566
Commitment shares issued, value								$ 620,000
Share issued, issuance costs							$ 123,000	123,000
Gross proceeds from common stock issuance								3,576,000
Gross proceeds from commitment shares								3,576,000
Amortization of deferred issuance costs							$ 183,000	$ 183,000
Minimum \| Equity Purchase Agreement \| Lincoln Park
Nature Of Operations [Line Items]
Common stock, average purchase price per share \| $ / shares	$ 3.9755
Common stock, issued and outstanding percentage	9.99%
Maximum \| Equity Purchase Agreement \| Lincoln Park
Nature Of Operations [Line Items]
Common stock, aggregate sales price	$ 31,000,000
Aggregate number of shares issuable \| shares	7,763,411

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2020
Accounting Policies [Abstract]
Additional allowance for doubtful accounts	$ 2,954		$ 3,454
Goodwill impairment		$ 27,450	$ 27,450

Summary of Significant Accounting Policies - Summary of Restatement Adjustments on Previously Reported Condensed Consolidated Financial Statements (Details) - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019	Jun. 30, 2019	Mar. 31, 2019	Jan. 01, 2019
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Common Stock	$ 25	$ 24	$ 5	$ 5	$ 5
Additional paid in capital	$ 174,622	$ 149,840	68,921	67,877	67,495
As Previously Reported
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Common Stock			57,108	57,108	57,101
Additional paid in capital			11,818	10,774	10,399
Adjustment
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Common Stock			(57,103)	(57,103)	(57,096)
Additional paid in capital			$ 57,103	$ 57,103	$ 57,096

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	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Numerator:
Net loss	$ (9,765)	$ (5,478)	$ (60,468)	$ (10,583)
Net loss allocated to stockholders of the Company	$ (13,152)	$ (5,910)	$ (63,342)	$ (11,183)
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	33,315	4,776	31,564	4,776
Net loss per share:
Basic and diluted	$ (0.39)	$ (1.24)	$ (2.01)	$ (2.34)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121641772&loc=SL7669619-108580

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8924-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22595-107794

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121641772&loc=SL7669625-108580

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-URI http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227

Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI http://asc.fasb.org/extlink&oid=121586364&loc=d3e3602-108585

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22663-107794

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=75031198&loc=d3e14064-108612

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22583-107794

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121326447&loc=SL5780133-109256

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22658-107794

+ 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	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total potential dilutive shares	13,473,302	12,666,271
Preferred Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total potential dilutive shares		9,216,413
Options to Purchase Common Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total potential dilutive shares	2,808,235	3,269,926
Warrants for Common Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total potential dilutive shares	10,665,067	179,932

Fair Value Measurements - Schedule of Fair Value of Level 2 and Level 3 Financial Assets and Liabilities - (Details) - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total assets	$ 83	$ 146
Total liabilities	743	655
Significant Other Observable Inputs (Level 2)
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total assets	83	146
Significant Unobservable Inputs (Level 3)
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total liabilities		655
Restricted Cash
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total assets	83	83
Restricted Cash \| Significant Other Observable Inputs (Level 2)
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total assets	83	83
Contingent Earn-out Consideration
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total liabilities	$ 743	655
Contingent Earn-out Consideration \| Significant Unobservable Inputs (Level 3)
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total liabilities		655
Guaranteed Investment Certificates
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total assets		63
Guaranteed Investment Certificates \| Significant Other Observable Inputs (Level 2)
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total assets		$ 63

Fair Value Measurements - Schedule Aggregate Fair Values of Earn-out Liability - (Details) - Level 3 - Contingent Earn-out Consideration - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning balance	$ 757	$ 655	$ 950
Payments	(79)	(77)	(828)
Change in value	65	179	533
Ending balance	$ 743	$ 757	$ 655

Accounts Receivable - Additional Information (Details) - USD ($) $ in Thousands	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Accounts Notes and Loans Receivable [Line Items]
Sales-type leases term of lease	36 months
Allowance for doubtful accounts	$ 14,277	$ 10,889	$ 10,494	$ 4,408
Accounts Receivable \| Customer Concentration Risk
Accounts Notes and Loans Receivable [Line Items]
Allowance for doubtful accounts	14,277		10,494
Trade Receivables and Long-term Receivables
Accounts Notes and Loans Receivable [Line Items]
Financing receivables, consisting of sales-type leases	$ 55,802		$ 72,602

Accounts Receivable - Summary of Accounts Receivables (Details) - USD ($) $ in Thousands	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Accounts Notes and Loans Receivable [Line Items]
Gross accounts receivable	$ 96,159		$ 105,127
Unearned income	(4,183)		(5,623)
Allowance for doubtful accounts	(14,277)	$ (10,889)	(10,494)	$ (4,408)
Net accounts receivable	77,699		89,010
Current trade receivables	57,539		58,977
Current unearned interest income	(2,937)		(3,942)
Long-term receivables	24,343		35,656
Long-term unearned interest income	(1,246)		(1,681)
Trade Accounts Receivable
Accounts Notes and Loans Receivable [Line Items]
Current trade receivables	57,539		58,977
Long-term receivables	$ 24,343		$ 35,656

Accounts Receivable - Schedule of Contractual Commitments, Net of Allowance for Doubtful Accounts (Details) $ in Thousands	Jun. 30, 2020 USD ($)
Accounts Notes and Loans Receivable [Line Items]
Total financing receivables	$ 55,802
2021	31,459
2022	18,898
2023	5,317
2024	128
Current financing receivables, net of allowance of $5,502
Accounts Notes and Loans Receivable [Line Items]
Total financing receivables	31,459
2021	31,459
Long-term financing receivables, net of allowance of $4,216
Accounts Notes and Loans Receivable [Line Items]
Total financing receivables	24,343
2022	18,898
2023	5,317
2024	$ 128

Accounts Receivable - Schedule of Contractual Commitments, Net of Allowance for Doubtful Accounts (Parenthetical) (Details) $ in Thousands	Jun. 30, 2020 USD ($)
Receivables [Abstract]
Allowance for current financing receivables	$ 5,502
Allowance for long-term financing receivables	$ 4,216

Accounts Receivable - Summary of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019
Receivables [Abstract]
Balance at beginning of period	$ 10,889	$ 10,494	$ 10,494	$ 4,408	$ 4,408
Write-offs	(481)	(1,152)			(3,905)
Provision	3,869	1,547	5,416	$ 2,017	9,991
Balance at end of period	$ 14,277	$ 10,889	$ 14,277		$ 10,494

Select Balance Sheet and Statement of Operations Information - Schedule of Inventory (Details) - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019
Inventory Disclosure [Abstract]
Raw materials	$ 901	$ 877
Work-in-progress	2,028	2,067
Finished goods	16,101	15,900
Total inventory	$ 19,030	$ 18,844

Select Balance Sheet and Statement of Operations Information - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019
Select Balance Sheet And Statement Of Operations Information [Abstract]
Cost of goods sold	$ 3,603	$ 6,072	$ 7,203	$ 11,313
Provision for inventory obsolescence	2,091		2,091		$ 1,439
Depreciation expense	$ 400	$ 276	$ 777	$ 468

Select Balance Sheet and Statement of Operations Information - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2020	Dec. 31, 2019
Property Plant And Equipment [Line Items]
Lab equipment tooling and molds	$ 7,986	$ 7,872
Office furniture and equipment	1,679	1,710
Leasehold improvements	1,711	1,950
Computers and software	1,797	1,811
Vehicles	16	16
Total property and equipment	13,189	13,359
Less: Accumulated depreciation	(9,218)	(8,711)
Total property and equipment, net	$ 3,971	$ 4,648
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	P10Y
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

Jun. 30, 2020

Dec. 31, 2019

Other Assets [Abstract]

Government remittances

^[1]

$ 1,350

$ 1,704

Sundry assets and miscellaneous

2,867

1,397

Total other current assets

$ 4,217

$ 3,101

[1]	Government remittances are receivables from the local tax authorities for refunds 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	Jun. 30, 2020	Dec. 31, 2019
Payables And Accruals [Abstract]
Payroll and related expense	$ 2,196	$ 3,117
Accrued expenses	8,355	10,645
Commission accrual	2,528	4,215
Sales and consumption taxes	2,888	3,143
Total accrued expenses and other current liabilities	$ 15,967	$ 21,120

Select Balance Sheet and Statement of Operations Information - Schedule of Change in Warranty Accrual (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2020	Dec. 31, 2019
Product Warranty Accrual Balance Sheet Classification [Abstract]
Warranty accrual, Balance as of the beginning of the year	$ 1,977	$ 1,336
Warranties assumed through business combination		273
Warranties issued during the year	359	1,038
Warranty costs incurred during the year	(677)	(670)
Warranty accrual, Balance at the end of the year	1,659	1,977
Current	1,160	1,254
Long-term	$ 499	$ 723

Select Balance Sheet and Statement of Operations Information - Schedule of Finance Expenses (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Interest And Debt Expense [Abstract]
Interest expense	$ 2,220	$ 2,022	$ 4,328	$ 3,577
Accretion on long-term debt and amortization of fees	151	130	297	230
Total finance expenses	$ 2,371	$ 2,152	$ 4,625	$ 3,807

Intangible Assets and Goodwill - Additional Information (Details) $ in Thousands	3 Months Ended	6 Months Ended
	Mar. 31, 2020 USD ($)	Jun. 30, 2020 USD ($) ReportingUnit	Dec. 31, 2019 USD ($)	Nov. 07, 2019 USD ($)
Goodwill And Intangible Assets [Line Items]
Goodwill			$ 27,450
Number of reporting units \| ReportingUnit		1
Impairment charge	$ 27,450	$ 27,450
Venus Concept Ltd.
Goodwill And Intangible Assets [Line Items]
Goodwill				$ 24,847
Technology \| Venus Concept Ltd.
Goodwill And Intangible Assets [Line Items]
Intangibles assets				16,900
Brand Name \| Venus Concept Ltd.
Goodwill And Intangible Assets [Line Items]
Intangibles assets				$ 1,200

Intangible Assets and Goodwill - Schedule of Intangible Assets Net of Accumulated Amortization and Goodwill (Details) - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019
Goodwill And Intangible Assets [Line Items]
Gross Amount	$ 23,800
Accumulated Amortization	(3,198)	$ (1,462)
Net Amount	20,602
Total intangible assets and goodwill. Gross Amount		51,250
Total intangible assets and goodwill, Net Amount		49,788
Goodwill. Gross Amount		27,450
Goodwill. Net Amount		27,450
Customer Relationships
Goodwill And Intangible Assets [Line Items]
Gross Amount	1,400	1,400
Accumulated Amortization	(196)	(149)
Net Amount	1,204	1,251
Brand Name
Goodwill And Intangible Assets [Line Items]
Gross Amount	2,500	2,500
Accumulated Amortization	(408)	(276)
Net Amount	2,092	2,224
Technology
Goodwill And Intangible Assets [Line Items]
Gross Amount	16,900	16,900
Accumulated Amortization	(1,878)	(469)
Net Amount	15,022	16,431
Supplier Agreement
Goodwill And Intangible Assets [Line Items]
Gross Amount	3,000	3,000
Accumulated Amortization	(716)	(568)
Net Amount	$ 2,284	$ 2,432

Intangible Assets and Goodwill - Schedule of Estimated Amortization Expense (Details) $ in Thousands	Jun. 30, 2020 USD ($)
Finite Lived Intangible Assets Future Amortization Expense [Abstract]
July 1, 2020 to December 31, 2020	$ 1,737
2021	3,473
2022	3,473
2023	3,473
2024	3,473
Thereafter	4,973
Net Amount	$ 20,602

Commitments and Contingencies - Summary of Future Minimum Lease Payments and Purchase Commitments with Manufacturers (Details) $ in Thousands	Jun. 30, 2020 USD ($)
Commitments And Contingencies Disclosure [Abstract]
July 1, 2020 to December 31, 2020, Office Lease	$ 1,162
2021, Office Lease	1,881
2022, Office Lease	953
2023, Office Lease	515
2024, Office Lease	212
Thereafter, Office Lease	1,198
Total, Office Lease	5,921
July 1, 2020 to December 31, 2020, Purchase Commitments	7,962
Total, Purchase Commitments	7,962
Contractual Obligation, Fiscal Year Maturity [Abstract]
July 1, 2020 to December 31, 2020	9,124
2021	1,881
2022	953
2023	515
2024	212
Thereafter	1,198
Total	$ 13,883

Commitments and Contingencies - Additional Information (Details) $ in Thousands	3 Months Ended		6 Months Ended		13 Months Ended
	Jun. 30, 2020 USD ($)	Jun. 30, 2019 USD ($)	Jun. 30, 2020 USD ($)	Jun. 30, 2019 USD ($)	Jun. 11, 2019 Complaint
Commitment And Contingencies [Line Items]
Rent expense	$ 451	$ 498	$ 1,021	$ 888
Purchase obligation	7,962		7,962
Number of complaints filed \| Complaint					4
Contract Manufacturers
Commitment And Contingencies [Line Items]
Purchase obligation	7,962		7,962
Open Purchase Order
Commitment And Contingencies [Line Items]
Purchase obligation	$ 1,181		$ 1,181
Open purchase cancellation period			90 days
Percentage of open purchase order			15.00%

Long-Term Debt - Additional Information (Details) - USD ($) $ in Thousands		4 Months Ended	6 Months Ended	12 Months Ended
	Aug. 14, 2018	Sep. 30, 2020	Jun. 30, 2020	Sep. 30, 2020	Jun. 30, 2020	Apr. 29, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Debt instrument, borrowed amount			$ 66,574		$ 66,574
Madryn Credit Agreement
Debt Instrument [Line Items]
Debt instrument, principal amount			$ 70,000		70,000
Debt instrument, maturity date			Sep. 30, 2022
Debt instrument, interest rate	9.00%					12.00%
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 9.00%, payable quarterly. Previously, interest was payable quarterly, at the Company’s option, as follows: cash interest 9.00% during the interest only period, which was 3 years or 12 principal payments after closing, plus an additional 4.00% rate, paid in kind (“PIK”).
Minimum revenue and liquidity covenants			(i) minimum reported revenue targets for any four consecutive fiscal quarter period of an amount equal to the greater of (A) $100,000 and (B) one hundred and fifty percent (150%) of the aggregate outstanding amount of the loans as of the last day of such four consecutive fiscal quarter period, (ii) minimum levels of cash held in deposit accounts controlled by Madryn to be no less than $2,000 and (iii) minimum levels of cash held in all deposit accounts, plus availability under the CNB Credit Facility (as defined below), to be no less than $5,000.
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 \| Forecast
Debt Instrument [Line Items]
Additional cash proceeds target from issuance of equity		$ 2,000
Madryn Credit Agreement \| Minimum
Debt Instrument [Line Items]
Revenue targets amount	$ 100,000				85,000
Revenue targets percentage	150.00%
Minimum levels of cash held in deposit accounts	$ 2,000
Minimum levels of cash held	$ 5,000
Madryn Credit Agreement \| Minimum \| Forecast
Debt Instrument [Line Items]
Revenue targets amount				$ 75,000
Cash proceeds target from issuance of equity		$ 5,000
Tranche A-1 and A-2 and B \| Madryn Credit Agreement
Debt Instrument [Line Items]
Debt instrument, borrowed amount			$ 60,000		60,000		$ 60,000
Tranche C \| Madryn Credit Agreement
Debt Instrument [Line Items]
Debt instrument, undrawn amount			$ 10,000		$ 10,000

Long-Term Debt - Schedule Principal Payments on Outstanding Borrowings (Details) - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019
Debt Disclosure [Abstract]
2022	$ 66,574
Total	66,574
Less: debt discounts and issuance costs	(1,210)
Non-current portion	$ 65,364	$ 61,229

Credit Facility - Additional Information (Details) - Revolving Credit Facility - City National Bank of Florida - USD ($)	Jun. 30, 2020	Dec. 31, 2019	Jun. 30, 2019
Line Of Credit Facility [Line Items]
Revolving credit facility,maximum outstanding amount	$ 10,000,000	$ 10,000,000
Revolving credit facility outstanding	$ 3,861,000	$ 7,789,000
Debt weighted average interest rate	4.06%		5.72%
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

Government Assistance Programs - Additional Information (Details) - Government Assistance Programs				6 Months Ended
	May 06, 2020 USD ($)	Apr. 29, 2020 USD ($)	Apr. 20, 2020 USD ($)	Jun. 30, 2020 USD ($) Loan	May 06, 2020 GBP (£)	Dec. 31, 2019 USD ($)
Subsidiaries \| Canada Emergency Wage Subsidy
Government Assistance Programs [Line Items]
Government subsidies received				$ 555,000
Venus Concept UK Loan \| Venus Concept UK Limited
Government Assistance Programs [Line Items]
Debt instrument, principal amount	$ 61,900				£ 50,000
Debt instrument, interest rate, stated percentage	2.50%				2.50%
Debt instrument, term of maturity	6 years
Debt outstanding balance	$ 61,900					$ 0
Paycheck Protection Program \| Venus Concept PPP Loan
Government Assistance Programs [Line Items]
Debt instrument, principal amount		$ 1,665,000
Debt instrument, interest rate, stated percentage		1.00%
Debt instrument, term of maturity		2 years
Paycheck Protection Program \| Venus USA PPP Loan
Government Assistance Programs [Line Items]
Debt instrument, principal amount			$ 2,383,000
Paycheck Protection Program \| Venus Concept USA Inc.
Government Assistance Programs [Line Items]
Debt forgiveness description			U.S. Small Business Administration (the “SBA”) has decided, in consultation with the Department of the Treasury, that it will review all loans in excess of $2,000 following the lender’s submission of the borrower’s loan forgiveness application.
Paycheck Protection Program \| PPP Loans
Government Assistance Programs [Line Items]
Debt outstanding balance				$ 4,048,000		$ 0
Paycheck Protection Program \| Venus Concept USA Inc.
Government Assistance Programs [Line Items]
Number of small business loans \| Loan				2
Paycheck Protection Program \| Venus Concept USA Inc. \| Small Business Loans
Government Assistance Programs [Line Items]
Fund amount received				$ 4,048,000

Common Stock Reserved for Issuance - Schedule of Common Stock Reserved for Issuance (Details) - shares	Jun. 30, 2020	Dec. 31, 2019
Class Of Stock [Line Items]
Outstanding stock options	4,787,295	3,278,439
Shares reserved for future option grants	318,427	742,828
Total common stock reserved for issuance	15,770,789	8,011,334
Common Stock
Class Of Stock [Line Items]
Outstanding common stock warrants	10,665,067	3,990,067

Stockholders Equity - Additional Information (Details)			1 Months Ended	3 Months Ended			6 Months Ended
Stockholders Equity - Additional Information (Details)	Jun. 16, 2020 USD ($) shares	Mar. 19, 2020 $ / shares shares	Mar. 31, 2020 USD ($) $ / shares shares	Jun. 30, 2020 USD ($) $ / shares shares	Mar. 31, 2020 USD ($) $ / shares shares	Jun. 30, 2019 USD ($) $ / shares	Jun. 30, 2020 USD ($) $ / shares shares	Jun. 30, 2019 USD ($) $ / shares	Dec. 31, 2019 $ / shares shares	Oct. 04, 2019 shares
Class Of Stock [Line Items]
Common stock voting rights							one vote
Beneficial conversion feature \| $			$ 3,564,000	$ (3,564,000)	$ 3,564,000
Net proceeds from private placement \| $			20,300,000				$ 20,300,000
Common stock, par value \| $ / shares				$ 0.0001			$ 0.0001		$ 0.0001
Deemed dividend \| $	$ 3,564,000			$ 3,564,000
Common stock reserved for issuance \| shares				15,770,789			15,770,789		8,011,334
Expected dividend \| $							$ 0
Total intrinsic value of options exercised \| $				$ 46,000		$ 0	$ 46,000	$ 31,000
Weighted-average grant date fair value of options granted \| $ / shares				$ 4.26		$ 5.52	$ 4.355	$ 5.52
2010 Share Option Plan
Class Of Stock [Line Items]
Stock option, vesting period							7 years
Stock option, vesting period extension							10 years
Common stock reserved for issuance \| shares				44,450			44,450		44,450
2019 Incentive Award Plan
Class Of Stock [Line Items]
Common stock reserved for issuance \| shares				273,977			273,977		698,378	450,000
Percentage of common shares outstanding							4.00%
2020 Private Placement Warrants
Class Of Stock [Line Items]
Net proceeds from private placement \| $			4,621,000
Common Stock
Class Of Stock [Line Items]
Net proceeds from private placement \| $			$ 4,052,000
Preferred stock convertible into common stock \| shares	6,600,000
Common Stock \| 2020 Private Placement Warrants
Class Of Stock [Line Items]
Common stock, par value \| $ / shares			$ 0.0001		$ 0.0001
Series A Convertible Preferred Stock
Class Of Stock [Line Items]
Conversion cap percentage			19.99%		19.99%
Initial conversion ratio			0.1
Preferred stock, dividends paid on outstanding shares \| $			$ 0
Share issued price per share \| $ / shares			$ 2.47		$ 2.47
Preferred stock effective conversion price per share \| $ / shares			$ 1.93		1.93
Series A Preferred Shares
Class Of Stock [Line Items]
Net proceeds from private placement \| $			$ 8,063,000
Preferred stock convertible into common stock \| shares	660,000
Series A Preferred Shares \| 2020 Private Placement Warrants
Class Of Stock [Line Items]
Preferred stock, par value \| $ / shares			$ 0.0001		0.0001
Investors \| 2020 Private Placement Warrants
Class Of Stock [Line Items]
Exercise price of warrants \| $ / shares			$ 3.50		$ 3.50
Warrants expiry period			5 years
Warrants exercisable period							beginning 181 days after their issue date
Investors \| 2020 Private Placement Warrants \| Maximum
Class Of Stock [Line Items]
Warrants to purchase shares of common stock \| shares			6,675,000		6,675,000
Securities Purchase Agreement \| Investors
Class Of Stock [Line Items]
Warrants expiry period		5 years
Warrants exercisable period							beginning 181 days after their issue date
Common stock, par value \| $ / shares		$ 0.0001
Securities Purchase Agreement \| Investors \| Series A Convertible Preferred Stock
Class Of Stock [Line Items]
Preferred stock, shares issued \| shares	660,000	660,000	660,000		660,000
Preferred stock, par value \| $ / shares		$ 0.0001
Securities Purchase Agreement \| Investors \| Series A Convertible Preferred Stock \| Common Stock
Class Of Stock [Line Items]
Preferred stock convertible into common stock \| shares	6,600,000	6,600,000

Stockholders Equity - Summary of Recognized Stock-based Compensation Expense for Employees and Non-employees (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation			$ 1,056	$ 1,419
Employees and Non-employees
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation	$ 539	$ 1,044	1,056	1,419
Cost of Sales \| Employees and Non-employees
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation	6		12
Selling and Marketing \| Employees and Non-employees
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation	222	710	414	833
General and Administrative \| Employees and Non-employees
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation	284	267	583	504
Research and Development \| Employees and Non-employees
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation	$ 27	$ 67	$ 47	$ 82

Stockholders Equity - Assumptions used in Fair Value of Option Estimated at Date of Grant using Black-Scholes Option Pricing Formula (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected volatility	43.26%	50.00%	42.61%	49.00%
Expected dividend rate	0.00%	0.00%	0.00%	0.00%
Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (in years)	6 years 3 months 25 days	4 years 4 months 9 days	5 years	4 years
Risk-free interest rate, minimum	0.65%	2.43%	0.57%	1.40%
Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (in years)			6 years 6 months 14 days	5 years
Risk-free interest rate, minimum			1.50%	2.53%

Stockholders Equity - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding Roll Forward
Number of Shares, Outstanding, Beginning Balance \| shares	3,278,439
Number of Shares, Options granted \| shares	1,705,000
Number of Shares, Options exercised \| shares	(22,777)
Number of Shares, Options forfeited/cancelled \| shares	(173,367)
Number of Shares, Outstanding, Ending Balance \| shares	4,787,295	3,278,439
Number of Shares, Exercisable \| shares	2,808,235
Number of Shares, Expected to vest \| shares	1,979,060
Weighted-Average Exercise Price Per Share, Outstanding, Beginning Balance \| $ / shares	$ 5.29
Weighted-Average Exercise Price Per Share, Options granted \| $ / shares	4.35
Weighted-Average Exercise Price Per Share, Options exercised \| $ / shares	4.34
Weighted-Average Exercise Price Per Share, Options forfeited/cancelled \| $ / shares	23.00
Weighted-Average Exercise Price Per Share, Outstanding, Ending Balance \| $ / shares	4.33	$ 5.29
Weighted-Average Exercise Price Per Share, Exercisable \| $ / shares	3.75
Weighted-Average Exercise Price Per Share, Expected to vest \| $ / shares	$ 5.16
Weighted-Average Remaining Contractual Term, Outstanding	6 years 3 months 25 days	5 years 29 days
Weighted-Average Remaining Contractual Term, Exercisable	4 years 1 month 13 days
Weighted-Average Remaining Contractual Term, Expected to vest	9 years 5 months 8 days
Aggregate Intrinsic Value, Outstanding \| $	$ 2,637	$ 4,885
Aggregate Intrinsic Value, Exercisable \| $	$ 2,637

Stockholders Equity - Summary of Information about Share Options Outstanding and Exercisable (Details)	6 Months Ended
	Jun. 30, 2020 $ / shares shares
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]
Options Outstanding, Number \| shares	4,787,295
Options Outstanding, Weighted average remaining contractual term (years)	6 years 3 months 25 days
Options Outstanding, Weighted average Exercise Price	$ 4.33
Options Exercisable \| shares	2,808,235
Options Exercisable, Weighted average remaining contractual term (years)	4 years 1 month 13 days
Options Exercisable, Weighted average Exercise Price	$ 3.75
$0.15 - $3.64
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	3,157,535
Options Outstanding, Weighted average remaining contractual term (years)	5 years 7 months 17 days
Options Outstanding, Weighted average Exercise Price	$ 2.74
Options Exercisable \| shares	1,948,175
Options Exercisable, Weighted average remaining contractual term (years)	3 years 25 days
Options Exercisable, Weighted average Exercise Price	$ 2.19
$4.26 - $7.95
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]
Exercise Price Range (Lower limit)	4.26
Exercise Price Range (Upper limit)	$ 7.95
Options Outstanding, Number \| shares	1,570,155
Options Outstanding, Weighted average remaining contractual term (years)	7 years 8 months 1 day
Options Outstanding, Weighted average Exercise Price	$ 6.75
Options Exercisable \| shares	821,337
Options Exercisable, Weighted average remaining contractual term (years)	6 years 6 months
Options Exercisable, Weighted average Exercise Price	$ 6.34
$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	36,082
Options Outstanding, Weighted average remaining contractual term (years)	7 years 11 months 23 days
Options Outstanding, Weighted average Exercise Price	$ 18.48
Options Exercisable \| shares	16,439
Options Exercisable, Weighted average remaining contractual term (years)	7 years 6 months
Options Exercisable, Weighted average Exercise Price	$ 19.08
$27.00 - $33.00
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]
Exercise Price Range (Lower limit)	27
Exercise Price Range (Upper limit)	$ 33.00
Options Outstanding, Number \| shares	14,612
Options Outstanding, Weighted average remaining contractual term (years)	4 years 21 days
Options Outstanding, Weighted average Exercise Price	$ 28.02
Options Exercisable \| shares	14,556
Options Exercisable, Weighted average remaining contractual term (years)	4 years 18 days
Options Exercisable, Weighted average Exercise Price	$ 28.01
$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	8,911
Options Outstanding, Weighted average remaining contractual term (years)	7 years 2 months 23 days
Options Outstanding, Weighted average Exercise Price	$ 46.29
Options Exercisable \| shares	7,728
Options Exercisable, Weighted average remaining contractual term (years)	7 years 1 month 24 days
Options Exercisable, Weighted average Exercise Price	$ 44.87

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Income Taxes [Line Items]
Tax expense (benefit)	$ (633)	$ 61	$ (44)	$ 947

- Definition

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

+ References + Details

Income Taxes - Schedule of Reconciliation of Income Tax Benefit (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Effective Income Tax Rate Continuing Operations Tax Rate Reconciliation [Abstract]
Loss before income taxes	$ (10,398)	$ (5,417)	$ (60,512)	$ (9,636)
Theoretical tax benefit at the statutory rate (24.1% in 2020, 24.7% in 2019)	(2,507)	(1,141)	(14,584)	(2,184)
Differences in jurisdictional tax rates	(48)	12	(220)	(221)
Losses utilization	101	45		609
Valuation allowance	1,936	1,480	7,298	2,546
Non-deductible expenses	(115)	(335)	7,462	197
Total income tax (benefit) expense	(633)	61	(44)	947
Net loss	$ (9,765)	$ (5,478)	$ (60,468)	$ (10,583)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 940
-SubTopic 20
-Section 25
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=68072869&loc=d3e41242-110953

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-URI http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(8))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI http://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8924-108599

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

- Definition

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

+ References + Details

- Definition

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

+ References

+ Details

Income Taxes - Schedule of Reconciliation of Income Tax Expense (Parenthetical) (Details)	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Effective Income Tax Rate Continuing Operations Tax Rate Reconciliation [Abstract]
Theoretical tax benefit, statutory rate	24.10%	24.70%

Segment and Geographic Information - Additional Information (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2020 USD ($) Segment
Segment Reporting Information [Line Items]
Number of operating segments \| Segment	1
Number of reportable segments \| Segment	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
United States
Segment Reporting Information [Line Items]
Long-lived assets \| $	$ 21,879
Foreign
Segment Reporting Information [Line Items]
Long-lived assets \| $	$ 2,695

Segment and Geographic Information - Schedule of Revenue by Geographic Area (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Revenues From External Customers And Long Lived Assets [Line Items]
Total revenue	$ 16,996	$ 27,818	$ 31,504	$ 52,398
United States
Revenues From External Customers And Long Lived Assets [Line Items]
Total revenue	8,915	11,682	14,555	21,221
Foreign
Revenues From External Customers And Long Lived Assets [Line Items]
Total revenue	$ 8,081	$ 16,136	$ 16,949	$ 31,177

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=75031198&loc=d3e14064-108612

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9031-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9054-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI http://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(1))
-URI http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227

+ Details

Segment and Geographic Information - Schedule of Revenue by Type (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Entity Wide Information Revenue From External Customer [Line Items]
Total revenue	$ 16,996	$ 27,818	$ 31,504	$ 52,398
Lease Revenue
Entity Wide Information Revenue From External Customer [Line Items]
Total revenue	7,465	16,643	14,278	32,385
System Revenue
Entity Wide Information Revenue From External Customer [Line Items]
Total revenue	6,757	7,769	10,255	14,084
Product Revenue
Entity Wide Information Revenue From External Customer [Line Items]
Total revenue	1,787	1,622	4,504	2,950
Service Revenue
Entity Wide Information Revenue From External Customer [Line Items]
Total revenue	$ 987	$ 1,784	$ 2,467	$ 2,979

- Definition

+ References

+ Details

Related Party Transactions - Additional Information (Details) Rp in Billions		3 Months Ended		6 Months Ended
	Jul. 01, 2016	Jun. 30, 2020 USD ($) $ / System	Jun. 30, 2019 USD ($)	Jun. 30, 2020 USD ($) $ / System	Jun. 30, 2019 USD ($)	Jun. 30, 2020 IDR (Rp) $ / System	Dec. 31, 2019 USD ($)	Dec. 31, 2019 IDR (Rp)
Intellectual Property Transfer Agreement
Related Party Transaction [Line Items]
Aggregate amount of income transferred for license				$ 3,000,000
Royalties		$ 0	$ 0	0	$ 0
Trade payables		$ 0		$ 0			$ 0
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		1.50
Inphronics Limited
Related Party Transaction [Line Items]
Shares transferred from Inphronic	100.00%
Outstanding amount of the loan		$ 457,000		$ 457,000		Rp 6.9	$ 498,000	Rp 6.9
Senior Manager \| TBC
Related Party Transaction [Line Items]
Percentage of ownership by senior manager in TBC		30.00%		30.00%		30.00%
TBC
Related Party Transaction [Line Items]
Products purchased				$ 49,000	$ 100,000
TBD
Related Party Transaction [Line Items]
Products purchased		$ 0	$ 0

Subsequent Events - Additional Information (Details) - USD ($) $ in Thousands		6 Months Ended
	Jul. 02, 2020	Jun. 30, 2020	Dec. 31, 2019
Subsequent Event [Line Items]
Net proceeds from shares issuance		$ 2,956
Common stock, shares issued		39,830,122	28,686,116
Lincoln Park \| Equity Purchase Agreement \| Subsequent Event
Subsequent Event [Line Items]
Net proceeds from shares issuance	$ 1,957
Common stock, shares issued	500,000