0001437749-22-007293 | 10-K | XBRL Viewer

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Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
CURRENT ASSETS:
Cash and cash equivalents	$ 30,876	$ 34,297
Restricted cash	0	83
Accounts receivable, net of allowance of $11,997 and $18,490 as of December 31, 2021, and 2020	46,918	52,764
Inventories	20,543	17,759
Prepaid expenses	2,737	2,240
Advances to suppliers	2,162	2,587
Other current assets	3,758	5,674
Total current assets	106,994	115,404
LONG-TERM ASSETS:
Long-term trade receivables	27,710	21,148
Deferred tax assets	284	884
Severance pay funds	817	685
Property and equipment, net	2,669	3,539
Intangible assets	15,393	18,865
Total long-term assets	46,873	45,121
TOTAL ASSETS	153,867	160,525
CURRENT LIABILITIES:
Trade payables	4,913	6,322
Accrued expenses and other current liabilities	19,512	20,253
Income taxes payable	294	1,132
Unearned interest income	2,678	1,950
Warranty accrual	1,245	1,106
Deferred revenues	2,030	1,752
Current portion of government assistance loans	543	0
Total current liabilities	31,215	32,515
LONG-TERM LIABILITIES:
Long-term debt	77,325	75,491
Government assistance loans	0	4,110
Income tax payable	563	478
Accrued severance pay	911	755
Deferred tax liabilities	46	811
Unearned interest income	1,355	1,778
Warranty accrual	508	533
Other long-term liabilities	348	293
Total long-term liabilities	81,056	84,249
TOTAL LIABILITIES	112,271	116,764
Commitments and Contingencies (Note 9)
STOCKHOLDERS’ EQUITY (Note 1):
Common Stock, $0.0001 par value: 300,000,000 shares authorized as of December 31, 2021 and 2020; 63,982,580 and 53,551,126 issued and outstanding as of December 31, 2021 and 2020, respectively	27	26
Additional paid-in capital	221,321	201,598
Accumulated deficit	(180,405)	(157,392)
TOTAL STOCKHOLDERS’ EQUITY	40,943	44,232
Non-controlling interests	653	(471)
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance	41,596	43,761
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 153,867	$ 160,525

Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Accounts receivable, allowance, current	$ 11,997	$ 18,490
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	300,000,000	300,000,000
Common stock, shares issued (in shares)	63,982,580	53,551,126
Common stock, shares outstanding (in shares)	63,982,580	53,551,126

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Revenue
Revenues	$ 105,622	$ 78,014
Cost of goods sold
Cost of goods and services sold	31,528	26,623
Gross profit	74,094	51,391
Operating expenses:
Selling and marketing	37,438	26,203
General and administrative	45,940	57,882
Research and development	8,258	7,754
Goodwill impairment	0	27,450
Total operating expenses	88,861	119,289
Loss from operations	(14,767)	(67,898)
Other expenses:
Foreign exchange loss (gain)	2,559	(68)
Finance expenses	4,955	8,343
Loss on disposal of subsidiaries	567	2,526
Loss before income taxes	(22,848)	(81,637)
Income tax (benefit) expense	(707)	1,181
Net loss	(22,141)	(82,818)
Deemed dividend (Note 15)	0	3,564
Net loss attributable to stockholders of the Company	(23,013)	(85,270)
Net income (loss) attributable to non-controlling interest	$ 872	$ (1,112)
Net loss per share:
Basic (in dollars per share)	$ (0.42)	$ (2.33)
Diluted (in dollars per share)	$ (0.42)	$ (2.33)
Weighted-average number of shares used in per share calculation:
Basic (in shares)	54,466	36,626
Diluted (in shares)	54,466	36,626
Government Assistance Loans [Member]
Operating expenses:
Gain (loss) on debt extinguishment	$ (2,775)	$ 0
Other expenses:
Gain (loss) on debt extinguishment	(2,775)	0
Secured Subordinated Convertible Notes [Member] \| Madryn Noteholders [Member]
Operating expenses:
Gain (loss) on debt extinguishment	0	2,938
Other expenses:
Gain (loss) on debt extinguishment	0	2,938
Leases [Member]
Revenue
Revenues	45,094	33,428
Cost of goods sold
Cost of goods and services sold	10,459	7,899
Products and Services [Member]
Revenue
Revenues	60,528	44,586
Cost of goods sold
Cost of goods and services sold	$ 21,069	$ 18,724

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Net loss	$ (22,141)	$ (82,818)
Deemed dividend (Note 15)	0	3,564
Net loss attributable to stockholders of the Company	(23,013)	(85,270)
Income (loss) attributable to non-controlling interest	872	(1,112)
Comprehensive loss	$ (22,141)	$ (82,818)

- 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.

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- 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.

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- Definition

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

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+ Details

Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands	Private Placement [Member] Preferred Stock [Member] Series A Preferred Stock [Member]	Private Placement [Member] Common Stock [Member]	Private Placement [Member] Additional Paid-in Capital [Member]	Private Placement [Member] AOCI Attributable to Parent [Member]	Private Placement [Member] Noncontrolling Interest [Member]	Private Placement [Member]	December 2020 Public Offering [Member] Preferred Stock [Member] Series A Preferred Stock [Member]	December 2020 Public Offering [Member] Common Stock [Member]	December 2020 Public Offering [Member] Additional Paid-in Capital [Member]	December 2020 Public Offering [Member] AOCI Attributable to Parent [Member]	December 2020 Public Offering [Member] Noncontrolling Interest [Member]	December 2020 Public Offering [Member]	Series A Preferred Stock Converted into Common Stock [Member] Preferred Stock [Member] Series A Preferred Stock [Member]	Series A Preferred Stock Converted into Common Stock [Member] Common Stock [Member]	Series A Preferred Stock Converted into Common Stock [Member] Additional Paid-in Capital [Member]	Series A Preferred Stock Converted into Common Stock [Member] AOCI Attributable to Parent [Member]	Series A Preferred Stock Converted into Common Stock [Member] Noncontrolling Interest [Member]	Series A Preferred Stock Converted into Common Stock [Member]	Preferred Stock [Member] Series A Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Noncontrolling Interest [Member]	Series A Preferred Stock [Member]	Total
Balance (in shares) at Dec. 31, 2019																			0	28,686,116
Balance at Dec. 31, 2019																			$ 0	$ 24	$ 149,840	$ (75,686)	$ 2,500		$ 76,678
Issuance of common stock (in shares)																			0	4,245,256
Issuance of common stock																			$ 0		8,490				8,490
Shares and warrants, net of costs (in shares)	660,000	2,300,000					0	11,250,000
Shares and warrants, net of costs	$ 0	$ 0	$ 16,736	$ 0	$ 0	$ 16,736	$ 0	$ 1	$ 20,475	$ 0	$ 0	$ 20,476
Conversion into common stock (in shares)													(660,000)	6,600,000
Conversion into common stock													$ 0	$ 1	$ (1)	$ 0	$ 0	$ 0
Deemed dividends																			0	0	3,564	0	0		3,564
Dividends from subsidiaries																			0	0	0	0	(218)		(218)
Net loss — the Company																			0	0	0	(81,706)	0		(81,706)
Net loss — non-controlling interest																			$ 0	$ 0	0	0	(1,112)		(1,112)
Options exercised (in shares)																			0	469,754
Options exercised																			$ 0	$ 0	356	0	0		356
Disposal of subsidiary																			0	0	0	0	(1,641)		(1,641)
Stock-based compensation																			0	0	2,138	0	0		2,138
Disposal of subsidiary																			$ (0)	$ (0)	(0)	(0)	1,641		1,641
Balance (in shares) at Dec. 31, 2020																			0	53,551,126
Balance at Dec. 31, 2020																			$ 0	$ 26	201,598	(157,392)	(471)		43,761
Issuance of common stock (in shares)	3,790,755	9,808,418
Issuance of common stock	$ 0	$ 1	$ 16,587	$ 0	$ 0	$ 16,588
Dividends from subsidiaries																			0	0	0	0	(293)		(293)
Net loss — the Company																			0	0	0	(23,013)	0		(23,013)
Net loss — non-controlling interest																			$ 0	$ 0	0	0	872		$ 872
Options exercised (in shares)																			0	261,836					261,836
Options exercised																			$ 0	$ 0	354	0	0		$ 354
Disposal of subsidiary																			0	0	0	0	(204)		(204)
Stock-based compensation																			$ 0	$ 0	2,068	0	0		2,068
December 2020 Public Offering warrants exercise (in shares)																			0	361,200
December 2020 Public Offering warrants exercise																			$ 0	$ 0	903	0	0		903
Beneficial conversion feature																			0	0	152	0	0	$ 152	152
Acquisition of non-controlling interest																			0	0	(341)	0	341		0
Disposal of subsidiary																			$ 0	$ 0	0	0	204		204
Balance (in shares) at Dec. 31, 2021																			3,790,755	63,982,580
Balance at Dec. 31, 2021																			$ 0	$ 27	$ 221,321	$ (180,405)	$ 653		$ 41,596

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (22,141)	$ (82,818)
Adjustments to reconcile net loss to net cash used in operating activities:
Goodwill impairment	0	27,450
Depreciation and amortization	4,854	4,804
Stock-based compensation	2,068	2,138
Bad debt (recovery) provision for bad debt	(263)	15,212
Provision for inventory obsolescence	1,456	610
Finance expenses and accretion	1,779	6,091
Deferred tax benefit	(165)	(438)
Interest on convertible promissory notes	0	135
Change in fair value of earn-out liability	0	291
Loss on sale of subsidiaries	567	2,526
Loss on disposal of property and equipment	0	162
Unrealized foreign exchange loss	0	(30)
Changes in operating assets and liabilities:
Accounts receivable short- and long-term	(869)	93
Inventories	(4,261)	(1,020)
Prepaid expenses	(454)	233
Advances to suppliers	425	0
Other current assets	1,908	(2,359)
Other long-term assets	(98)	(162)
Trade payables	(1,409)	(2,979)
Accrued expenses and other current liabilities	(889)	857
Severance payments	(132)	25
Unearned interest income	305	(1,895)
Other long-term liabilities	323	(514)
Net cash used in operating activities	(19,771)	(28,650)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(512)	(291)
Cash received from sale of subsidiaries, net of cash relinquished	(40)	(2,101)
Net cash used in investing activities	(552)	(2,392)
CASH FLOWS FROM FINANCING ACTIVITIES:
Exercises of 2020 December Public Offering Warrants	903	0
(Repayment) issuance of long-term debt	0	(43,649)
Repayment of line-of-credit	0	(7,813)
(Repayment of) proceeds from government assistance loans	(738)	4,110
Proceeds from issuance of common stock, net of costs	0	8,390
Dividends from subsidiaries paid to non-controlling interest	(293)	(218)
Payment of earn-out liability	(147)	(799)
Annual installment payments	0	(250)
Proceeds from exercise of options	354	356
Net cash provided by financing activities	16,819	49,673
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH	(3,504)	18,631
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of year	34,380	15,749
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH — End of year	30,876	34,380
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for income taxes	116	941
Cash paid for interest	3,292	1,470
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION:
Beneficial conversion factor of preferred stock accreted as deemed dividend	0	3,564
Assets received from sale of subsidiaries	0	2,918
Conversion of Madryn Loan into Convertible Notes [Member]
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION:
Conversion of debt	0	26,695
Series A Preferred Stock Converted into Common Stock [Member]
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION:
Conversion of Series A convertible preferred stock	0	660
The 2021 Private Placement [Member]
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Private Placement, net of costs	16,740	0
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION:
2021 Private Placement costs	259	0
The 2020 Private Placement [Member]
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Private Placement, net of costs	0	20,300
December 2020 Public Offering [Member]
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock, net of costs	0	20,475
MSLP Loan Agreement [Member]
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of MSLP loan, net of cash financing fees of $1,229	0	48,771
Secured Subordinated Convertible Notes [Member]
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION:
Issuance of convertible promissory notes	0	26,695
Secured Subordinated Convertible Notes [Member] \| Madryn Noteholders [Member]
Adjustments to reconcile net loss to net cash used in operating activities:
Gain (loss) on debt extinguishment	0	2,938
Government Assistance Loans [Member]
Adjustments to reconcile net loss to net cash used in operating activities:
Gain (loss) on debt extinguishment	$ (2,775)	$ 0

Consolidated Statements of Cash Flows (Parentheticals) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
MSLP Loan Agreement [Member]
Financing fees		$ 1,229
The 2021 Private Placement [Member]
Stock issuance costs	$ 259
The 2020 Private Placement [Member]
Stock issuance costs		1,951
December 2020 Public Offering [Member]
Stock issuance costs		$ 2,025

Note 1 - Nature of Operations

12 Months Ended

Dec. 31, 2021

Notes to Financial Statements

Nature of Operations [Text Block]

1. NATURE OF OPERATIONS

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

Going Concern

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

The Company has had recurring net operating losses and negative cash flows from operations. As of December 31, 2021 and December 31, 2020, the Company had an accumulated deficit of $180,405 and $157,392, respectively. The Company was in compliance with all required covenants as of December 31, 2021 and as of December 31, 2020. The Company’s recurring losses from operations and negative cash flows raise substantial doubt about the Company’s ability to continue as a going concern within 12 months from the date that the consolidated financial statements are issued. In addition, the coronavirus pandemic (“COVID-19” or “pandemic”) has had a significant negative impact on the Company’s results of operations as of December 31, 2021, and for the year 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 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 contained within its credit facilities.

In order to continue its operations, the Company must achieve profitable operations and/or obtain additional equity or debt financing. Until the Company achieves profitability, management plans to fund its operations and capital expenditures with cash on hand, borrowings, and issuance of capital stock. In December 2021, the Company issued and sold to investors 9,808,418 shares of common stock, par value $0.0001 per share, and 3,790,755 shares of the convertible preferred stock, par value $0.0001 per share for the total gross proceeds of $16,999 (see “The 2021 Private Placement” below). On December 22, 2020, the Company issued and sold to investors 11,250,000 shares of its common stock ( “December 2020 Public Offering”), par value $0.0001 per share, at a combined offering price to the public of $2.00 per share and warrants ( “December 2020 Public Offering Warrants”) to purchase up to 5,625,000 shares of common stock with an exercise price of $2.50 per share. The December 2020 Public Offering Warrants have a five-year term and are exercisable immediately. Total gross proceeds were $22,500. In February 2021, several investors exercised an aggregate of 361,200 December 2020 Public Offering Warrants at the exercise price of $2.50 per share. The total proceeds received by the Company from the December 2020 Public Offering Warrants exercises were $903. 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 pandemic and the uncertainty around the COVID-19 variants, the Company cannot anticipate the extent to which the current economic turmoil and financial market conditions will continue to adversely impact the Company’s business and the Company may need additional capital to fund its future operations and to access the capital markets sooner than planned. There can be no assurance that the Company will be successful in raising additional capital or that such capital, if available, will be on terms that are acceptable to the Company. If the Company is unable to raise sufficient additional capital, it may be compelled to reduce the scope of its operations and planned capital expenditures or sell certain assets, including intellectual property assets. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from the uncertainty. Such adjustments could be material.

The 2021 Private Placement

In December 2021, 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 9,808,418 shares of common stock, par value $0.0001 per share, and 3,790,755 shares of the convertible preferred stock, par value $0.0001 per share (the “Preferred Stock”), which are convertible into 3,790,755 shares of common stock upon receipt of stockholder approval (the “2021 Private Placement”). The 2021 Private Placement was completed on December 15, 2021. The gross proceeds from the securities sold in the 2021 Private Placement was $16,999. The costs incurred with respect to the 2021 Private Placement totaled $259 and were recorded as a reduction of the 2021 Private Placement proceeds in the consolidated statements of stockholders’ equity. The accounting effects of the 2021 Private Placement transaction is discussed in Note 15.

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”).

In 2020 the Company issued and sold to Lincoln Park 3,037,087 shares of its common stock at an average price of $2.97 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 consolidated balance sheet as of December 31, 2020. These costs will be amortized into 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 December 31, 2021 were $9,010, which were then reduced by the amortization of deferred issuance costs of $520. Gross proceeds in the amount of $9,010 reduced by the value of the Commitment Shares of $620 were recorded in the consolidated statements of cash flows as net cash proceeds from issuance of common stock. No shares were issued and sold to Lincoln Park in 2021.

Sale of subsidiaries

In 2020, the Company made several strategic decisions to divest itself of underperforming direct sales offices in the countries which were not anticipated to produce sustainable results. These disposals did not constitute a strategic shift that will have a major effect on the Company’s operations and financial results, and operating revenue of disposed subsidiaries did not exceed 15% of the Company’s total revenue, therefore the results of operations for disposed subsidiaries were not reported as discontinued operations under the guidance of Accounting Standards Codification (“ASC”) 205-20-45. In 2021, the sale of subsidiaries resulted in loss of approximately $567 recognized in the consolidated statements of operations (Note 4).

Note 2 - Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Notes to Financial Statements

Significant Accounting Policies [Text Block]

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

Principles of Consolidation

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

Use of Estimates

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

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 December 31, 2021 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 COVID-19 related additional allowance for doubtful accounts of $nil and $11,088 for the years ended December 31, 2021 and December 31, 2020, respectively. The Company recorded goodwill impairment of $27,450 (Note 8), which represented the entire value of goodwill, as of March 31, 2020.

Foreign Currency

The consolidated financial statements are presented in U.S. dollars. 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. The Company and its subsidiaries’ functional currency is the U.S. dollar as determined by management.

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

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

Cash and Cash Equivalents

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

Restricted Cash

As of December 31, 2021, and 2020, the Company was required to hold $nil and $83, respectively, in a separate deposit account as collateral for rent and credit cards.

Concentration of Credit Risk

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

Risks and Uncertainties

The Company has considered the impact of COVID-19 on its consolidated financial statements. While the Company’s revenues and cash flows have improved significantly since the onset of COVID-19 in fiscal year 2020, the Company continues to experience some negative impact on its consolidated financial statements as of December 31, 2021 and for the year then ended. Management expects the pandemic to continue to have some 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 uncertainties 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. Consequently, these negative impacts could affect the Company’s results of operations, cash flows and its overall financial condition.

Besides COVID-19, the Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, rapid technological change, continued acceptance of the Company’s products, competition from substitute products and larger companies, protection of proprietary technology, strategic relationships and dependence on key individuals. If the Company fails to adhere to the FDA’s Quality System Regulation, or regulations in countries other than the United States, the FDA or other regulators may withdraw its market clearances or take other action. The Company relies on suppliers to manufacture some of the components used in its products. The Company’s suppliers may encounter supply interruptions or problems during manufacturing due to a variety of reasons, including failure to comply with applicable regulations, including the FDA’s Quality System Regulation, making errors in manufacturing or losing access to critical services and components, any of which could delay or impede the Company’s ability to meet demand for its products.

The Company has borrowings with interest rates that are subject to fluctuations as charged by the lender. The Company does not use derivative financial instruments to mitigate the exposure to interest rate risk. The Company’s objective is to have sufficient liquidity to meet its liabilities when due. The Company monitors its cash balances and cash used in operating activities to meet its requirements. As of December 31, 2021 and 2020, the most significant financial liabilities are trade payables, accrued expenses and other current liabilities and long-term debt.

Concentration of Customers

For the years ended December 31, 2021 and 2020, there were no customers accounting for more than 10% of the Company’s revenue and no customers accounting for more than 10% of the Company’s accounts receivable.

Allowance for Doubtful Accounts

Trade accounts receivable do not bear interest and are typically not collateralized. The Company performs ongoing credit evaluations of its customers’ financial condition and maintains an allowance for 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 the Company’s estimates and could be material to the Company's consolidated financial position, results of operations and cash flows. The allowance for doubtful accounts was $11,997 and $18,490 as of December 31, 2021 and 2020, respectively.

Inventory

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

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

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

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

Long-term Receivables

Long-term receivables relate to the Company’s subscription revenue or contracts which stipulate payment terms which exceed one year. They are comprised of the unpaid principal balance, plus accrued interest, net of the allowance for credit losses. These receivables have been discounted based on the implicit interest rate in the subscription lease which range between 8% to 9% in 2021 and 2020. Unearned interest revenue represents the interest only portion of the respective subscription payments and will be recognized in income over the respective payment term as it is earned.

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

Property and Equipment

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

Intangible Assets

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

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

Impairment of Long-Lived Assets

The Company accounts for the impairment of long-lived assets in accordance with FASB, Accounting Standards Codification (“ASC”) 360-10, “Accounting for the Impairment of Long-Lived Assets”. This standard requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the assets’ carrying amounts may not be recoverable. For assets that are to be held and used, impairment is assessed when the estimated undiscounted cash flows associated with the asset or group of assets is less than their carrying values. If impairment exists, an adjustment is made to write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and fair value. Fair values are determined based on quoted market values, discounted cash flows or internal and external appraisals, as applicable. Assets to be disposed of are carried at the lower of carrying value and estimated net realizable value. During the years ended December 31, 2021 and 2020, there was no impairment of long-lived assets other than goodwill.

Goodwill

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

Goodwill is not amortized but is tested for impairment annually or more frequently when an event occurs, or circumstances change that indicate the carrying value may not be recoverable. 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 COVID-19 pandemic had 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 of 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 of December 31, 2021 and 2020, no further impairment was required.

Debt Issuance Costs

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

Derivatives

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

Revenue Recognition

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

The Company generates revenue from (1) sales of systems through the subscription model, traditional system sales to customers and distributors, (2) other product revenues from the sale of ARTAS procedure kits, marketing supplies and kits, consumables and (3) service revenue from the sale of VeroGrafters technician services, 2two5 internal advertising agency services and an extended warranty service contracts provided to existing customers. VeroGrafters technician services were discontinued in the fourth quarter of 2021. 2two5 internal advertising agency services were discontinued in the third quarter of 2020. The revenue from 2two5 internal advertising agency services was not material to the Company’s 2020 results.

Many of the Company’s products are sold under subscription contracts with control passing to the customer at the earlier of the end of the term and when the payment is received in full. The subscription contracts include an initial deposit followed by monthly installments typically over a period of 36 months. In accordance with ASC 840 “Leases” (“ASC 840”), these arrangements are considered to be sales-type leases, where the present value of all cash flows to be received within the arrangement is recognized upon shipment to the customer and achievement of the required revenue recognition criteria. Various accounting and reporting systems are used to monitor subscription receivables which include providing access codes to operate the machines to paying customers and restricting access codes on machines to non-paying customers.

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

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

Cost of Goods

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

Advertising Costs

The cost of advertising and media is expensed as incurred. For the years ended December 31, 2021 and 2020, advertising costs totaled $1,821 and $1,092, respectively.

Research and Development

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

Warranty

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

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

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

Income Taxes

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

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

Uncertain Tax Positions

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

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

Stock-Based Compensation

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

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

Net Loss Per Share

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

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

JOBS Act Accounting Election

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

Recently Issued Accounting Standards Not Yet Adopted

In April 2020, Financial Accounting Standards Board (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 adoption of the guidance did not have a material impact on the Company’s consolidated financial statements.

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 year 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. In January 2021, the FASB issued authoritative guidance that makes amendments to the new rules on accounting for reference rate reform. The amendments clarify that all derivative instruments affected by the changes to interest rates used for discounting, margining or contract price alignment, regardless of whether they reference LIBOR, or another rate expected to be discontinued as a result of reference rate reform, an entity may apply certain practical expedients in ASC Topic 848. 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 SEC 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 consolidated 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.

Note 3 - Net Loss Per Share

12 Months Ended

Dec. 31, 2021

Notes to Financial Statements

Earnings Per Share [Text Block]

3. NET LOSS PER SHARE

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

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

	*For the year ended December 31,*
	*2021*			*2020*
Numerator:
Net loss	$	(22,141	)	$	(82,818	)
Net loss allocated to stockholders of the Company	$	(23,013	)	$	(85,270	)
Denominator:
Weighted-average shares of common stock outstanding used in computing net loss per share, basic and diluted		54,466			36,626
Net loss per share:
Basic and diluted	$	(0.42	)	$	(2.33	)

Due to the net loss, all the outstanding shares of common stock equivalents were excluded from the calculation of diluted net loss per share attributable to common stockholders for the years ended December 31, 2021 and 2020 because including them would have been antidilutive:

	*December 31,*
	*2021*		*2020*
Options to purchase common stock		5,977,179		4,433,392
Warrants for common stock		15,928,867		16,290,067
Total potential dilutive shares		21,906,046		20,723,459

Note 4 - Sale of Subsidiaries

12 Months Ended

Dec. 31, 2021

Notes to Financial Statements

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

4. SALE OF SUBSIDIARIES

Beginning in 2020, the Company made several strategic decisions to divest itself of underperforming direct sales offices in the countries which were not anticipated to produce sustainable results. As a part of this initiative over the course of fiscal year ended December 31, 2021, the Company completed the following transactions:

•

Sold its share (80%) in its subsidiary, Venus Concept Africa (Pty) Ltd., to a non-controlling shareholder for a nominal cash consideration. The disposal resulted in a loss of approximately $188.

•

Filed a Certificate of Dissolution to dissolve its wholly-owned subsidiary, Restoration Robotics Spain S.L. There is no financial impact to the consolidated financial results of the Company as a result of the subsidiary’s dissolution.

As these disposals did not constitute a strategic shift that will have a major effect on the Company’s operations and financial results, and total operating revenue of the disposed subsidiaries did not exceed 15% of the Company’s total revenue, therefore the results of operations for disposed subsidiaries were not reported as discontinued operations under the guidance of Accounting Standards Codification (“ASC”) 205- 20- 45.

In addition to the above, on September 7, 2021, the Company acquired the non-controlling interest (45%) in its subsidiary in China, Venus Concept (Shanghai) Co., Ltd, for a nominal consideration.

In 2020, the Company sold its share (51%) in its Indian subsidiary, Venus Aesthetic LLP, to an unrelated third party for cash consideration of $400. The disposal resulted in a loss of approximately $579. In 2021 the Company wrote off the accounts receivable from the subsidiary disposal of $379. In addition, in 2020, the Company sold its share in several subsidiaries, located in Bulgaria, Indonesia, Italy, Russia, Singapore, Vietnam, and Kazakhstan. Over the course of fiscal year ended December 31, 2020, the Company completed the following transactions:

•

Sold its share (51%) in its Bulgarian subsidiary, Venus Concept Central Eastern Europe Ltd., to an unrelated third party for cash consideration of Euro (“EUR”) 473 which was equivalent to $531. The disposal resulted in a loss of approximately $387.

•

Sold its share (51%) in its Indian subsidiary, Venus Aesthetic LLP, to an unrelated third party for cash consideration of $400. The disposal resulted in a loss of approximately $579.

•

Sold its share (51%) in its Italian subsidiary, Venus Concept Italy S.r.l., to an unrelated third party for cash consideration of EUR 270 which was equivalent to $330. The disposal resulted in a loss of approximately $547.

•

Entered into a Termination Agreement of the Venus Concept Kazakhstan LLP Foundation Agreement, resulting in the cancellation of its 51% interest in the entity. This disposal resulted in a gain of approximately $58.

•

Sold its share (51%) of its Russian subsidiary, Venus Concept RU LLC, to an unrelated third party for cash consideration of $597. The disposal resulted in a loss of approximately $368.

•

Sold its share (55%) of its Singaporean subsidiary, Venus Concept Singapore Pte. Ltd., including its wholly owned subsidiary, Venus Concept Vietnam Co., Ltd., to a third party for cash consideration of $500. The disposal resulted in a loss of approximately $670.

•

Sold its share (100%) in its Indonesian subsidiary, InPhronics Limited, along with its 90% interest in its subsidiary, PT NeoAsia Medical, for the cash consideration of $955. The disposal resulted in a loss of approximately $33.

Note 5 - Fair Value Measurements

12 Months Ended

Dec. 31, 2021

Notes to Financial Statements

Fair Value Disclosures [Text Block]

5. FAIR VALUE MEASUREMENTS

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

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

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

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

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

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

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

	*Fair Value Measurements as of December 31, 2021*
	*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”)	$	—	$	64	$	—	$	64
Total assets	$	—	$	64	$	—	$	64

	*Fair Value Measurements as of December 31, 2020*
	*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”)	$	—	$	64	$	—	$	64
Restricted cash		83		—		—		83
Total assets	$	83	$	64	$	—	$	147
Liabilities
Contingent earn-out consideration		—		—		147		147
Total liabilities	$	—	$	—	$	147	$	147

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

The following table provides a roll forward of the aggregate fair values of the earn-out liability as of December 31, 2021, for which fair value is determined using Level 3 inputs:

Beginning balance	$	655
Payments		(799	)
Change in value		291
December 31, 2020		147
Payments		(147	)
Change in value		-
December 31, 2021	$	-

In addition to earn-out contingent liability disclosed above, the Company had an annual installment payable of $250. On September 25, 2020, pursuant to an amendment to its master asset purchase agreement dated January 26, 2018, the Company established a payment plan for the earn out liability and annual installment payout, according to which $500 was paid before December 1, 2020 and $147 was paid on January 4, 2021.

- Definition

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

+ References + Details

Note 6 - Accounts Receivable

12 Months Ended

Dec. 31, 2021

Notes to Financial Statements

Trade and Financing Receivables [Text Block]

6. ACCOUNTS RECEIVABLE

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

A financing receivable is a contractual right to receive money, on demand or on fixed or determinable dates, that is recognized as an asset on the Company’s consolidated balance sheets. The Company’s financing receivables, consisting of its sales-type leases, totaled $53,887 and $49,096 at December 31, 2021 and 2020, respectively, and are included in accounts receivable and long-term receivables on the consolidated balance sheets. The Company evaluates the credit quality of an obligor at lease inception and monitors credit quality over the term of the underlying transactions.

The Company performed an assessment of the allowance for doubtful accounts as of December 31, 2021 and 2020. Based upon such assessment, the Company recorded an allowance for doubtful totaling $11,997 and $18,490 as of December 31, 2021 and 2020, respectively.

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

	*As of December 31,*
	*2021*			*2020*
Gross accounts receivable	$	86,625		$	92,402
Unearned income		(4,033	)		(3,728	)
Allowance for doubtful accounts		(11,997	)		(18,490	)
	$	70,595		$	70,184
Reported as:
Current trade receivables	$	46,918		$	52,764
Current unearned interest income		(2,678	)		(1,950	)
Long-term trade receivables		27,710			21,148
Long-term unearned interest income		(1,355	)		(1,778	)
	$	70,595		$	70,184

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

			December 31,
	Total		2022		2023		2024		2025		2026
Current financing receivables, net of allowance of $6,601	$	26,177	$	26,177	$	—	$	—	$	—	$	—
Long-term financing receivables, net of allowance of $167		27,710		—		19,256		8,262		192		—
	$	53,887	$	26,177	$	19,256	$	8,262	$	192	$	—

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 the Company’s estimates and could be material to its consolidated financial position, results of operations and cash flows.

The allowance for doubtful accounts consisted of the following activity for years ended December 31, 2021 and 2020:

	*As of December 31,*
	*2021*			*2020*
Balance at beginning of year	$	18,490		$	10,494
Write-offs		(6,230	)		(6,536	)
(Recovery) provision		(263	)		15,212
Sale of subsidiaries		—			(680	)
Balance at end of year	$	11,997		$	18,490

Note 7 - Select Balance Sheet and Statement of Operations Information

12 Months Ended

Dec. 31, 2021

Notes to Financial Statements

Balance Sheet and Income Statement Disclosures [Text Block]

7. SELECT BALANCE SHEET AND STATEMENT OF OPERATIONS INFORMATION

Inventory

Inventory consists of the following:

	*December 31,*
	*2021*		*2020*
Raw materials	$	2,368	$	838
Work-in-progress		1,649		1,232
Finished goods		16,526		15,689
Total inventory	$	20,543	$	17,759

Additions to inventory are primarily comprised of newly produced units and applicators, refurbishment cost from demonstration units and used equipment which were reacquired during the year from upgraded sales. The Company expensed $26,047 ($21,258 in 2020) in cost of goods sold during the year. The balance of cost of goods sold represents the sale of applicators, parts and warranties.

The Company provides for excess and obsolete inventories when conditions indicate that the inventory cost is not recoverable due to physical deterioration, usage, obsolescence, reductions in estimated future demand and reductions in selling prices. Inventory provisions are measured as the difference between the cost of inventory and net realizable value to establish a lower cost basis for the inventories. As of December 31, 2021, a provision for obsolescence of $1,456 ($1,208 in 2020) was taken against inventory.

Property and Equipment, Net

Property and equipment, net consist of the following:

		*December 31,*
	*Useful Lives (in years)*	*2021*			*2020*
Lab equipment tooling and molds	4 – 10	$	8,194		$	8,053
Office furniture and equipment	6 – 10		1,743			1,760
Leasehold improvements	up to 10		1,839			1,838
Computers and software	3		1,939			1,815
Vehicles	5 – 7		37			12
Demo units	5		114			—
Total property and equipment			13,866			13,478
Less: Accumulated depreciation			(11,197	)		(9,939	)
Total property and equipment, net		$	2,669		$	3,539

Depreciation expense amounted to $1,381 and $1,331 for the years ended December 31, 2021 and 2020.

Other Current Assets

	*December 31,*
	*2021*		*2020*
Government remittances ⁽¹⁾	$	1,322	$	1,009
Consideration receivable from subsidiaries sale		1,405		2,580
Deferred financing costs		223		1,063
Sundry assets and miscellaneous		808		1,022
Total other current assets	$	3,758	$	5,674

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

Accrued Expenses and Other Current Liabilities

	*December 31,*
	*2021*		*2020*
Payroll and related expense	$	1,770	$	1,312
Accrued expenses		6,584		8,582
Commission accrual		4,529		2,827
Sales and consumption taxes		6,629		7,532
Total accrued expenses and other current liabilities	$	19,512	$	20,253

Warranty Accrual

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

	*December 31,*
	*2021*			*2020*
Balance as of the beginning of the year	$	1,639		$	1,977
Warranties issued during the year		1,231			761
Warranty costs incurred during the year		(1,117	)		(1,099	)
Balance at the end of the year	$	1,753		$	1,639
Current		1,245			1,106
Long-term		508			533
Total	$	1,753		$	1,639

Finance Expenses

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

	*December 31,*
	*2021*		*2020*
Interest expense	$	3,720	$	7,615
Accretion on long-term debt and amortization of fees		1,235		728
Total finance expenses	$	4,955	$	8,343

Note 8 - Intangible Assets and Goodwill

12 Months Ended

Dec. 31, 2021

Notes to Financial Statements

Goodwill and Intangible Assets Disclosure [Text Block]

8. INTANGIBLE ASSETS AND GOODWILL

In November 2019, the Company completed the Merger, 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 the 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 COVID-19 pandemic 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 of 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 management as of December 31, 2021 and 2020, no further impairment was considered necessary.

Intangible assets net of accumulated amortization were as follows:

	*At December 31, 2021*
	*Gross Amount*		*Accumulated Amortization*			*Net Amount*
Customer relationships	$	1,400	$	(336	)	$	1,064
Brand		2,500		(803	)		1,697
Technology		16,900		(6,103	)		10,797
Supplier agreement		3,000		(1,165	)		1,835
Total intangible assets	$	23,800	$	(8,407	)	$	15,393

	*At December 31, 2020*
	*Gross Amount*		*Accumulated Amortization*			*Net Amount*
Customer relationships	$	1,400	$	(242	)	$	1,158
Brand		2,500		(540	)		1,960
Technology		16,900		(3,286	)		13,614
Supplier agreement		3,000		(867	)		2,133
Total intangible assets	$	23,800	$	(4,935	)	$	18,865

For the years ended December 31, 2021 and 2020, amortization expense was $3,473.

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

Years ending December 31,
2022	$	3,473
2023		3,473
2024		3,473
2025		3,004
2026		657
Thereafter		1,313
Total	$	15,393

Note 9 - Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

9. COMMITMENTS AND CONTINGENCIES

Operating Leases

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

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

Aggregate future minimum lease payments, and service and purchase commitments with manufacturers as of December 31, 2021 are as follows:

Years ending December 31,	*Office Lease*		*Purchase and Service Commitments*		*Total*
2022	$	1,404	$	18,551	$	19,955
2023		1,253		—		1,253
2024		1,108		—		1,108
2025		1,053		—		1,053
2026		1,036		—		1,036
Thereafter		1,240		—		1,240
Total	$	7,094	$	18,551	$	25,645

The total rent expense for all operating leases for the years ended December 31, 2021 and 2020 was $2,187 and $1,961, respectively.

Commitments

As of December 31, 2021, the Company has non-cancellable purchase orders placed with its contract manufacturers in the amount of $17,598. In addition, as of December 31, 2021, the Company had $6,352 of open purchase orders that can be cancelled with 270 days’ notice, except for a portion equal to 15% of the total amount representing the purchase of “long lead items”.

On March 25, 2021, the Company entered into an endorsement agreement for the services of Venus Williams, four-time Olympic Gold Medalist, seven-time Grand Slam Champion and entrepreneur, pursuant to which Ms. Williams will act as a brand ambassador for Venus Bliss.

Legal Proceedings

Purported Shareholder Class Actions

In 2018 and 2019, four putative shareholder class action 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 initial public offering (“IPO”). Two claims, captioned 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 1933 Act. Two additional claims, captioned 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 1933 Act. The complaints in both the State Actions and Federal Actions alleged, 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 1933 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 the 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 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 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. On September 1, 2020, the court granted the renewed motion to dismiss based on the Company’s forum selection clause as to the Company and individual defendants. On September 22, 2020, the Court entered a judgement of dismissal as to the Company and the individual defendants. On November 23, 2020, plaintiff filed a notice of appeal of the Court’s order granting the renewed motion to dismiss. On May 27, 2021, Plaintiff-Appellant Wong filed an opening brief in Wong v. Restoration Robotics, Inc., No. A161489 (Cal. Ct. App., 1st App. Dist., Div. 2). The Company filed its responsive brief on August 27, 2021, and Plaintiff-Appellant Wong filed his reply brief on October 6, 2021. The appeal remains pending.

In the Federal Actions, the complaints alleged that 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 February 22, 2021, the District Court granted the parties’ joint stipulation to stay all pending deadlines on the basis that the parties had reached a settlement in principle for all claims in the Federal Actions. On July 29, 2021, Lead Plaintiff filed a motion for final approval of the settlement, and a hearing was held on that motion on September 2, 2021. The District Court granted final approval of the settlement on September 9, 2021.

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 1934 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. On June 21, 2021, the District Court granted the parties’ further stipulation to stay the Mason action and the case remains stayed.

Administrative Investigation Case

The Company’s Chinese subsidiary, Venus Concept China, imports and sells registered medical devices and unregistered non-medical devices in the People’s Republic of China (“PRC”). One of its unregistered products was the subject of inquiries from two district level branches of the State Administration for Market Regulation, 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 (“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, following which the Huangpu MSA notified Venus Concept China that it would be suspending its separate investigation, pending the results of the Xuhui MSA investigation. The Company and Venus Concept China voluntarily stopped sales of this product in China at that time.

On March 4, 2021, Xuhui MSA issued a written administrative penalty hearing notice (the “Notice”) to Venus Concept China. The Notice stated that Venus Concept China’s sale of Venus Versa violated the relevant Chinese medical device administration regulation. As a result, Xuhui MSA proposed an administrative monetary penalty in the amount of approximately $150 or 976 Chinese Yuan (the “Penalty Amount”), which Venus Concept formally accepted via written notice on March 8, 2021. On March 19, 2021, Xuhui MSA issued a written administrative penalty decision to Venus Concept China (the “Decision”), which affirmed the administrative penalty proposed by the Notice. On the same day the Decision was issued, Venus Concept China remitted the full Penalty Amount to Xuhui MSA. Acceptance of the payment of the Penalty Amount by Xuhui MSA resulted in the conclusion of its investigation case against Venus Concept China and settlement of this matter. This matter is now resolved and closed by Xuhui MSA.

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 the Company does not deem to be material to its business and results of operations.

Note 10 - Main Street Term Loan

12 Months Ended

Dec. 31, 2021

Notes to Financial Statements

Debt Disclosure [Text Block]

10. MAIN STREET TERM LOAN

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

As of December 31, 2021 and December 31, 2020, the Company was in compliance with all required covenants.

The scheduled payments on the outstanding borrowings as of December 31, 2021 are as follows:

	*As of December 31, 2021*
2022	$	1,622
2023		9,357
2024		7,957
2025		38,429
Total	$	57,365

- Definition

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

+ References

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+ Details

Note 11 - Madryn Long-term Debt and Convertible Notes

12 Months Ended

Dec. 31, 2021

Notes to Financial Statements

Debt Disclosure [Text Block]

10. MAIN STREET TERM LOAN

As of December 31, 2021 and December 31, 2020, the Company was in compliance with all required covenants.

The scheduled payments on the outstanding borrowings as of December 31, 2021 are as follows:

	*As of December 31, 2021*
2022	$	1,622
2023		9,357
2024		7,957
2025		38,429
Total	$	57,365

Madryn Long Term Debt and Convertible Notes [Member]

Notes to Financial Statements

Debt Disclosure [Text Block]

11. MADRYN LONG-TERM DEBT AND CONVERTIBLE NOTES

On October 11, 2016, Venus Ltd. entered into the Madryn Credit Agreement, pursuant to which Madryn agreed to make certain loans to certain of Venus Ltd.’s subsidiaries (the “Subsidiary Obligors”). The Madryn Credit Agreement was comprised of four tranches of debt aggregating $70,000. As of September 30, 2020, the Subsidiary Obligors had borrowed $60,000 under the term A-1 and A-2 and B tranches of the Madryn Credit Agreement. Borrowings under the Madryn Credit Agreement were 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 were to 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”). Effective August 14, 2018, interest on the Madryn loan was 9.00%, payable quarterly.

The Company had the option of settling the paid in kind (“PIK”) interest in cash or adding the owed interest to the principal amount of the loan. On April 29, 2020, the Company entered into the Twelfth Amendment to the Madryn Credit Agreement that (i) required 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) increased 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) extended the PIK Period through June 30, 2020, (ii) reduced 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) required 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) obligated 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.

On September 30, 2020, the Company entered into the Fourteenth Amendment to the Madryn Credit Agreement that (i) required that fifty percent (50%) of the interest payments for the period beginning July 1, 2020 and ending on, and including, September 30, 2020 (the “Second PIK Period”), be paid in cash, (ii) the remaining fifty percent (50%) of the interest payments for the Second PIK Period, to be paid in kind, and (iii) increased the interest rate applicable to the Second PIK Period from 9.00% per annum to 10.50% per annum during the Second PIK Period.

On December 9, 2020, contemporaneously with the MSLP Loan Agreement (Note 10), the Company, Venus USA, Venus Canada, Venus Ltd., and the Madryn Noteholders, entered into the Exchange Agreement, pursuant to which the Company (i) repaid $42,500 aggregate principal amount owed under the Madryn Credit Agreement, and (ii) issued the Madryn Noteholders the Notes in the aggregate principal amount of $26,695. The Madryn Credit Agreement was terminated effective December 9, 2020 upon the funding and closing of the MSLP Loan and the issuance of the Notes.

The Notes will accrue interest at a rate of 8.0% per annum from the date of original issuance of the Notes to the third anniversary date of the original issuance and thereafter interest will accrue at a rate 6.0% per annum. Under certain circumstances, in the case of an event of default under the Notes, the then-applicable interest rate will increase by 4.0% per annum. Interest is payable quarterly in arrears on the last business day of each calendar quarter of each year after the original issuance date, beginning on December 31, 2020. The Notes will mature on December 9, 2025, unless earlier redeemed or converted. In connection with the Exchange Agreement, the Company also entered into, by and among the Company, Venus USA, Venus Canada, Venus Ltd., and the Madryn Noteholders, (i) the Madryn Security Agreement, pursuant to which the Company agreed to grant Madryn a security interest in substantially all of its assets to secure the obligations under the Notes and (ii) the CNB Subordination Agreement. The security interests and liens granted to the Madryn Noteholders under the Madryn Security Agreement will terminate upon the earlier of (i) an assignment of the Notes (other than to an affiliate of the Madryn Noteholders) pursuant to the terms of the Exchange Agreement and (ii) the first date on which the outstanding principal amount of the Notes is less than $10,000. Obligations under the Notes are secured by substantially all of the assets of Venus Concept Inc. and its subsidiaries party to the Madryn Security Agreement. The Company’s obligations under the Notes and the security interests and liens created by the Madryn Security Agreement are subordinated to the Company’s indebtedness owing to CNB (including, but not limited, pursuant to the MSLP Loan Agreement and the CNB Loan Agreement, (Note 11)) and any security interests and liens which secure such indebtedness owing to CNB. The Notes are convertible at any time into shares of the Company’s common stock, par value $0.0001 per share, calculated by dividing the outstanding principal amount of the Notes (and any accrued and unpaid interest under the Notes) by the initial conversion price of $3.25 per share. In connection with the Notes, the Company recognized interest expense of $2,158 during the year ended December 31, 2021. The conversion feature, providing the Madryn Noteholders with a right to receive the Company’s shares upon conversion of the Notes, was qualified for a scope exception in ASC 815-10-15 and did not require bifurcation. The Notes also contained embedded redemption features that provided multiple redemption alternatives. Certain redemption features provided the Madryn Noteholders with a right to receive cash and a variable number of shares upon change of control and an event of default (as defined in the Notes). The Company evaluated redemption upon change of control and an event of default under ASC 815, Derivatives and Hedging, and determined that these two redemption features required bifurcation. These embedded derivatives were accounted for as liabilities at their estimated fair value as of the date of issuance, and then subsequently remeasured to fair value as of each balance sheet date, with the related remeasurement adjustment being recognized as a component of change in fair value of derivative liabilities in the consolidated statements of operations. The Company determined the likelihood of an event of default and change of control as remote as of December 31, 2021, and December 31, 2020, therefore a nominal value was allocated to the underlying embedded derivative liabilities as of December 31, 2021, and December 31, 2020.

The scheduled payments on the outstanding borrowings as of December 31, 2021 are as follows:

	*As of December 31, 2021*
2022	$	2,165
2023		2,131
2024		1,628
2025		28,217
Total	$	34,141

For the years ended December 31, 2021 and 2020, the Company did not make any principal repayments.

- Definition

+ References

+ Details

Note 12 - Credit Facility

12 Months Ended

Dec. 31, 2021

Notes to Financial Statements

Credit Facility Disclosure [Text Block]

12. CREDIT FACILITY

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

The CNB Loan Agreement contains various covenants that limit the Company’s ability to engage in specified types of transactions. Subject to limited exceptions, these covenants limit the Company’s ability, without CNB’s consent, to, among other things, sell, lease, transfer, exclusively license or dispose of the Company’s assets, incur, create or permit to exist additional indebtedness, or liens, to make dividends and certain other restricted payments, and to make certain changes to its management and/or ownership structure. The CNB Loan Agreement also contains a covenant requiring that a minimum of $23,000 in cash be held in a deposit account maintained with CNB for one year following the closing of the CNB Loan Agreement, and after the first anniversary of the CNB Loan Agreement, a minimum of $3,000 in cash must be held in a deposit account maintained with CNB. The Madryn Noteholders agreed to hold $20,000 in cash in an escrow account at CNB, and pursuant to an escrow agreement, such cash was released back to the Madryn Noteholders in December 2021. The Company is required to maintain $3,000 in cash in a deposit account maintained with CNB at all times during the term of the CNB Loan Agreement. In addition, the CNB Loan Agreement contains certain covenants that require the Company to achieve certain minimum account balances, or a minimum debt service coverage ratio and a maximum total liability to tangible net worth ratio. If the Company fails to comply with these covenants, it will result in a default and require the Company to repay all outstanding principal amounts and any accrued interest. In connection with the CNB Loan Agreement, a loan fee of $1,000 was paid in equal installments on January 25, February 25 and March 25, 2021.

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

As of December 31, 2021 and December 31, 2020, the Company was in compliance with all required covenants. An event of default under this agreement would cause a default under the MSLP Loan (see Note 10).

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

Note 13 - Government Assistance Programs

12 Months Ended

Dec. 31, 2021

Notes to Financial Statements

Government Assistance Programs [Text Block]

13. GOVERNMENT ASSISTANCE PROGRAMS

Venus Concept Inc. and 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”).

Venus Concept Inc. entered into a 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. The remaining portion of the PPP Loans of the Company will be repaid by April 2022.

The Venus Concept PPP Loan contains 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. Through CNB, the Company applied for and received partial forgiveness of the Venus USA PPP Loan in the amount of $1,689 and the Venus Concept PPP Loan in the amount of $1,086. The remaining portion of the PPP Loans of the Company is recorded within the current liabilities in the consolidated balance sheet.

Under the CNB Loan Agreement and the MSLP Loan Agreement, each PPP Loan is permitted to be incurred by Venus Concept Inc. and Venus USA as long as certain conditions remain satisfied. If Venus Concept Inc. and/or Venus USA defaults on the respective PPP Loan (i) events of default will occur under the CNB Loan Agreement and the MSLP Loan Agreement and (ii) Venus Concept Inc. and Venus USA may be required to immediately repay their respective PPP Loan.

As of December 31, 2021 the Company had $543 outstanding under the PPP Loans ($4,110 as of December 31, 2020).

In 2020, certain of the Company’s subsidiaries applied for government assistance programs and received government subsidies in the aggregate of $1,117. 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 consolidated statement of operations.

Note 14 - Common Stock Reserved for Issuance

12 Months Ended

Dec. 31, 2021

Notes to Financial Statements

Common Stock Reserved For Issuance [Text Block]

14. COMMON STOCK RESERVED FOR ISSUANCE

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

	*December 31, 2021*		*December 31, 2020*
Outstanding common stock warrants		15,928,867		16,290,067
Outstanding stock options		5,977,179		4,433,392
Shares reserved for future option grants		589,064		262,622
Shares reserved for Lincoln Park		5,222,867		5,222,867
Shares reserved for Madryn Noteholders		8,213,880		8,213,880
Total common stock reserved for issuance		35,931,857		34,422,828

Note 15 - Stockholders Equity

12 Months Ended

Dec. 31, 2021

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

15. STOCKHOLDERS EQUITY

Common Stock

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

•

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

•

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

•

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

Preferred Stock issued in December 2021

As noted in Note 1 above, in December 2021, the Company issued and sold to certain Investors an aggregate of 3,790,755 shares of the Preferred Stock. The terms of the Preferred Stock are governed by a Certificate of Designation filed by the Company with the Secretary of State of the State of Delaware on December 14, 2021. The following is a summary of the material terms of the Preferred Stock:

•

Voting Rights. The 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 Preferred Stock will be required to amend the terms of the Preferred Stock or take certain other actions with respect to the Preferred Stock.

•

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

•

Conversion. The Preferred Stock is automatically convertible into shares of common stock, based on an initial conversion ratio of 1:1, 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 Preferred Stock to the extent that the issuance of such shares of common stock would exceed 9.99% of the Company’s outstanding shares of common stock as of the date of the initial issuance of the Preferred Stock (the “Ownership Limitation”). The Ownership Limitation 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 Preferred Stock.

•

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

•

Maturity. The Preferred Stock shall be perpetual unless converted.

Upon issuance, the effective conversion price of the Preferred Stock of $1.25 per share was lower than the market price of the Company’s common stock on the date of issuance of the Preferred Stock of $1.29 per share; as a result, the Company recorded the beneficial conversion feature of $152 in accumulated paid in capital ("APIC"). Because the Preferred Stock is perpetual, it is carried at the amount recorded at inception. Upon conversion of the Preferred Stock, the beneficial conversion feature will be accounted for as deemed dividend.

The Company evaluated the 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 Preferred Stock did not meet the definition of the liability instruments defined thereunder for convertible instruments. Specifically, the 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 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 the Preferred Stock was sold as a unit with the common stock, the proceeds received were allocated to each instrument on a relative fair value basis. Total net proceeds of $16,740 reduced by $152 of the beneficial conversion feature were allocated as follows: $4,514 to the Preferred Stock and $12,074 to shares of common stock. The Preferred Stock and common stock issued in the 2021 Private Placement were recorded at par value of $0.0001 with the excess of par value recorded in APIC.

Preferred Stock issued in March 2020

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 was 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

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 consolidated statement of operations.

December 2020 Public Offering Warrants and common stock

In December 2020, the Company issued and sold to the investors in the December 2020 Offering 11,250,000 shares of its common stock and warrants to purchase up to 5,625,000 shares of common stock with an exercise price of $2.50 per share. The December 2020 Offering Warrants have a five-year term and are exercisable immediately. The Company evaluated the December 2020 Public Offering 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 December 2020 Public Offering Warrants did not need to be accounted for as a liability. Accordingly, the December 2020 Public Offering Warrants were classified as equity and are not subject to remeasurement at each balance sheet date. The proceeds received in the December 2020 Public Offering were allocated to each instrument on a relative fair value basis.

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 Board, which designates the options and dates of grant. Options granted vest over a period determined by the Board, originally had a contractual life of seven years, which was extended to ten years in November 2017 and are non-assignable except by the laws of descent. The Board has the authority to prescribe, amend and rescind rules and regulations relating to the 2010 Share Option Plan, provided that any such amendment or rescindment that would adversely affect the rights of an optionee that has received or been granted an option shall not be made without the optionee’s written consent. As of December 31, 2021 and December 31, 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 212,650 (138,275 as of December 31, 2020).

2019 Incentive Award Plan

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

Under the 2019 Plan, 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, performance stock awards, performance stock unit awards, restricted stock awards, restricted stock unit awards and other stock-based awards, plus the number of shares remaining available for future awards under the 2019 Plan as of the date of the Merger. As of December 31, 2021, there were 376,414 of shares of common stock available under the 2019 Plan (124,347 as of December 31, 2020). The 2019 Plan contains an “evergreen” provision, pursuant to which the number of shares of common stock reserved for issuance pursuant to awards under such plan shall be increased on the first day of each year from 2020 and ending in 2029 equal to the lesser of (A) four percent (4.00%) of the shares of stock outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares of stock as determined by the Board.

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

	*Year Ended December 31,*
	*2021*		*2020*
Cost of sales	$	31	$	25
Selling and marketing		848		872
General and administrative		1,084		1,151
Research and development		105		90
Total stock-based compensation	$	2,068	$	2,138

Stock Options

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

	*Year Ended December 31,*
	*2021*			*2020*
Expected term (in years)		6.00			6.00 - 6.54
Risk-free interest rate		0.98-1.36	%		0.38 - 1.50	%
Expected volatility		44.26	%		42.83	%
Expected dividend rate		0	%		0	%

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

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

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

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

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

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

	*Number of Shares*			*Weighted- Average Exercise Price per Share, $*		*Weighted- Average Remaining Contractual Term*		*Aggregate Intrinsic Value*
Outstanding – January 1, 2021		4,433,392		$	4.59		6.20	$	247
Options granted		2,664,500			2.20				-
Options exercised		(261,836	)		2.34				92
Options forfeited/cancelled		(858,877	)		4.21				-
Outstanding - December 31, 2021		5,977,179		$	3.72		7.20	$	136
Exercisable – December 31, 2021		2,907,668		$	4.52		5.27	$	136
Expected to vest – after December 31, 2021		3,069,511		$	2.97		9.03	$	-

The following tables summarize information about share options outstanding and exercisable on December 31, 2021:

	Options Outstanding						Options Exercisable
Exercise Price Range	Number		Weighted average remaining contractual term (years)		Weighted average Exercise Price		Options exercisable		Weighted average remaining contractual term (years)		Weighted average Exercise Price
$1.35 - $3.64		4,675,428		7.46	$	2.67		1,896,935		4.96	$	2.92
$4.26 - $7.95		1,250,316		6.32		6.82		965,929		5.88		6.69
$12.45 - $26.10		31,156		6.75		18.02		24,558		6.71		18.19
$27.00 - $33.00		11,900		3.00		27.62		11,882		2.99		27.62
$36.00 - $94.65		8,379		5.69		45.42		8,364		5.69		45.39
		5,977,179		7.20	$	3.72		2,907,668		5.27	$	4.52

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 $92 and $464 for the years ended December 31, 2021 and 2020, respectively.

The weighted-average grant date fair value of options granted was $2.20 and $4.17 per share for the years ended December 31, 2021 and 2020, respectively.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

Note 16 - Income Taxes

12 Months Ended

Dec. 31, 2021

Notes to Financial Statements

Income Tax Disclosure [Text Block]

16. INCOME TAXES

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

	*Year Ended December 31,*
	*2021*			*2020*
United States	$	(12,260	)	$	(63,259	)
Other jurisdictions		(10,588	)		(18,378	)
Loss before income taxes	$	(22,848	)	$	(81,637	)

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

	*Year Ended December 31,*
	*2021*			*2020*
Current tax (benefit) provision:
Federal	$	—		$	—
Foreign		(542	)		1,619
Total current tax (benefit) provision		(542	)		1,619
Deferred tax benefit:
Federal		—			—
Foreign		(165	)		(438	)
Total deferred tax benefit	$	(165	)	$	(438	)
Total (benefit) provision for income taxes	$	(707	)	$	1,181

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

A valuation allowance is provided when it is more likely than not that the deferred tax assets will not be realized. On the basis of this evaluation, as of December 31, 2021, a valuation allowance of $51,437 ($82,587 as of December 31, 2020) has been recorded to recognize only the portion of the deferred tax asset that is more likely than not to be realized. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for growth. The valuation allowance decreased by $31,150 and increased by $26,433 for the years ended December 31, 2021 and 2020, respectively.

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

	*Year Ended December 31,*
	*2021*			*2020*
Loss before income taxes	$	(22,848	)	$	(81,637	)
Theoretical tax benefit at the statutory rate (21.0% in 2021, 21.0% in 2020)		(4,798	)		(17,144	)
Differences in jurisdictional tax rates		(350	)		(2,817	)
Valuation allowance		5,755			12,416
Non-deductible expenses		(266	)		8,080
Other		(1,048	)		646
Total income tax (benefit) provision		(707	)		1,181
Net loss	$	(22,141	)	$	(82,818	)

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

	*December 31,*
	*2021*			*2020*
Deferred tax assets:
Property and equipment	$	668		$	735
Deferred revenue		647			2,065
Allowance for doubtful accounts		3,133			2,670
Intangible assets		(1,543	)		(2,554	)
Non-deductible expenses		8,694			8,350
Warranty and other reserves		1,159			729
Other		610			114
Loss carryforwards		38,353			71,362
Valuation allowance		(51,437	)		(82,587	)
Total deferred tax assets	$	284		$	884
Deferred tax liabilities:
Deferred revenue	$	46		$	811
Total deferred tax liabilities	$	46		$	811

As of December 31, 2021, the Company had federal, state and foreign net operating loss (“NOL”) carryforwards of approximately $163,395 ($285,094 in 2020). The use of these NOL carryforwards might be subject to limitation under the rules regarding a change in stock ownership as determined by the IRC and similar state provisions; however, a complete analysis of the limitation of the NOL carryforwards will not be complete until the time the Company projects it will be able to utilize such NOLs. The NOL carryforwards expire between 2022 and indefinitely, and valuation allowances have been reserved, where necessary. The Company also had federal and state research and development credit carryforwards of approximately $119 and $nil, respectively, as of December 31, 2021. The federal credits will expire starting in 2025 if not utilized. The state credits have no expiration date.

The Company may recognize the tax benefit from uncertain tax positions only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and income tax disclosures. During the year the Company determined that $284 of future tax benefits met this criterion.

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

The Company files income tax returns in the United States and in various state jurisdictions with varying statutes of limitations. Tax years 2015 through 2021 remain open to examination by the Internal Revenue Service for U.S. federal tax purposes.

Uncertain Tax Positions

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

	*Year Ended December 31,*
	*2021*			*2020*
Balance as of the beginning of the year	$	1,584		$	1,467
(Reduction) increases related to tax positions in prior period		(1,548	)		57
Increases related to tax positions taken during the current period		—			60
Balance at the end of the year	$	36		$	1,584

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

The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes in the accompanying consolidated statement of operations. Accrued interest and penalties, if applicable, are included in accrued expenses and other current liabilities in the consolidated balance sheets. For the years ended December 31, 2021 and 2020, the Company did not recognize any accrued interest and penalties.

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

	*Year Ended December 31,*
	*2021*			*2020*
Balance as of the beginning of the year	$	(478	)	$	-
Increases related to tax positions in prior period		—			(369	)
Increase related to tax position taken during the current period		(49	)		—
Increase related to interest expense		(36	)		(109	)
Balance at the end of the year	$	(563	)	$	(478	)

Additional current tax expense has been booked including interest and penalties relating to Venus Concept Australia Pty Ltd. for its historical tax return filing positions, which may be successfully challenged by the Australian Tax Office. The Company has recognized the full amount of the potential tax liability plus interest. Management believes that there will not be any significant changes in the Company’s recognized tax position in the next twelve-months. As such, the amount has been classified as a long-term tax payable in the consolidated balance sheet.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Note 17 - Segment and Geographic Information

12 Months Ended

Dec. 31, 2021

Notes to Financial Statements

Segment Reporting Disclosure [Text Block]

17. SEGMENT AND GEOGRAPHIC INFORMATION

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

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

	*Year Ended December 31,*
	*2021*		*2020*
United States	$	53,520	$	33,987
International		52,102		44,027
Total revenue	$	105,622	$	78,014

As of December 31, 2021, long-lived assets in the amount of $16,090 were located in the United States and $1,972 were located in foreign locations. As of December 31, 2020, long-lived assets in the amount of $19,828 were located in the United States and $2,576 were located in foreign locations.

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

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

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

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

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

The following table presents revenue by type:

	*Year Ended December 31,*
	*2021*		*2020*
Lease revenue	$	45,094	$	33,428
System revenue		43,106		28,957
Product revenue		13,230		10,858
Service revenue		4,192		4,771
Total revenue	$	105,622	$	78,014

- 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.

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+ Details

Note 18 - Related Party Transactions

12 Months Ended

Dec. 31, 2021

Notes to Financial Statements

18. RELATED PARTY TRANSACTIONS

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

Sales and Purchases of Securities

On December 15, 2021, in the 2021 Private Placement (see Note 1) the Company issued and sold to certain investors 9,808,418 shares of common stock and 3,790,755 shares of non-voting preferred stock which are convertible into shares of common stock on a 1:1 basis. The gross proceeds of the 2021 Private Placement were $16,999 before offering expenses. EW Healthcare Partners (“EW”) and HealthQuest Capital (“HQ”), existing stockholders of the Company, and the Keith J. Sullivan Revocable Trust participated in the 2021 Private Placement. A director of the Company is affiliated with EW, another with HQ, and another director is affiliated with the Keith J. Sullivan Revocable Trust.

On March 19, 2020, the Company issued and sold in the 2020 Private Placement to certain investors an aggregate of 2.3 million shares of common stock, 660,000 shares of Series A Convertible Preferred Stock, which are convertible into 6.6 million shares of common stock, and warrants to purchase up to 6,675,000 shares of common stock with an exercise price of $3.50 per share. The gross proceeds to the Company from the 2020 Private Placement were $22,250, before placement agent fees and other offering expenses. EW and HQ, existing stockholders of the Company, participated in the 2020 Private Placement. A director of the Company is affiliated with EW, and another director is affiliated with HQ.

Registration Rights Agreements

On December 15, 2021 in connection with the 2021 Private Placement, the Company, HealthQuest, the EW Entities, and Keith Sullivan entered into a registration rights agreement. The registration rights agreement provides, among other things, that certain holders of the Company’s capital stock have certain rights relating to the registration of shares of such capital stock.

On March 18, 2020, in connection with the 2020 Private Placement, the Company, HealthQuest, and the EW Entities entered into a registration rights agreement. The registration rights agreement provides, among other things, that certain holders of the Company’s capital stock have certain rights relating to the registration of shares of such capital stock.

Declaration and Distribution of Dividends from Venus Concept Singapore Pte. Ltd

On March 5, 2020, the Company’s board of directors approved declaration and distribution of dividends from Venus Concept Singapore Pte. Ltd. (“Venus Singapore”) in the amount of 400 Singapore dollars, which is equivalent to $289. A senior officer of the Company is an existing shareholder of Venus Singapore and therefore was entitled to receive a dividend distribution equal to forty-five percent (45%) of the total distribution, or $130.

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 officer of the Company is a 30.0% shareholder of TBC. For the years ended December 31, 2021 and 2020, TBC purchased products in the amount of $537 and $278, respectively, under this distribution agreement. These sales are included in products and services revenue.

In 2020, the Company made several strategic decisions to divest itself of underperforming direct sales offices and sold its share in several subsidiaries, including its 55.0% shareholding in Venus Singapore. On January 1, 2021, the Company entered into a distribution agreement with Aexel Biomed Pte Ltd. (“Aexel Biomed”), formerly Venus Singapore, pursuant to which Venus Singapore will continue to distribute the Company’s products in Singapore. A senior officer of the Company is a 45.0% shareholder of Venus Singapore. In the year ended December 31, 2021 and 2020, Aexel Biomed purchased products in the amount of $239 under the distribution agreement. These sales are included in products and services revenue.

Note 19 - Subsequent Events

12 Months Ended

Dec. 31, 2021

Notes to Financial Statements

Subsequent Events [Text Block]

19. SUBSEQUENT EVENTS

On March 24, 2022, the Board of Directors approved an aggregate issuance of 356,250 restricted stock units for grant to certain employees under the existing 2019 Plan.

Significant Accounting Policies (Policies)	12 Months Ended
Significant Accounting Policies (Policies)	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Accounting, Policy [Policy Text Block]	*Basis of Presentation* The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP).
Consolidation, Policy [Policy Text Block]	*Principles of Consolidation* The accompanying consolidated financial statements include the accounts of Venus Concept Inc. and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated on consolidation. Where the Company does not own 100% of its subsidiaries, it accounts for the partial ownership interest through non-controlling interest.
Use of Estimates, Policy [Policy Text Block]	*Use of Estimates* The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates and assumptions made in the accompanying consolidated financial statements include, but are not limited to, the implicit interest rate used to record lease revenue, allowance for doubtful accounts, inventory valuation, stock-based compensation, warranty accrual, the valuation and measurement of deferred tax assets and liabilities, accrued severance pay, useful lives of property and equipment, earn-out liability, useful lives of intangible assets, impairment of long-lived assets and goodwill and valuation of acquired intangible assets and goodwill. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could materially differ from those estimates. 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 December 31, 2021 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 COVID-19 related additional allowance for doubtful accounts of $nil and $11,088 for the years ended December 31, 2021 and December 31, 2020, respectively. The Company recorded goodwill impairment of $27,450 (Note 8), which represented the entire value of goodwill, as of March 31, 2020.
Foreign Currency Transactions and Translations Policy [Policy Text Block]	*Foreign Currency* The consolidated financial statements are presented in U.S. dollars. 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. The Company and its subsidiaries’ functional currency is the U.S. dollar as determined by management. All exchange gains and losses from remeasurement of monetary balance sheet items resulting from transactions in non-functional currencies are recorded in the consolidated statements of operations as they arise. In respect of transactions denominated in currencies other than the Company and its subsidiaries’ functional currencies, the monetary assets and liabilities are remeasured at the period end rates. Revenue and expenses are remeasured at rates of exchange prevailing on the transaction dates. All of the exchange gains or losses resulting from these transactions are recognized in the consolidated statements of operations.
Cash and Cash Equivalents, Policy [Policy Text Block]	*Cash and Cash Equivalents* The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents consist primarily of funds invested in readily available checking and savings accounts, investments in money market funds and short-term time deposits.
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block]	*Restricted Cash* As of December 31, 2021, and 2020, the Company was required to hold $nil and $83, respectively, in a separate deposit account as collateral for rent and credit cards.
Concentration Risk, Credit Risk, Policy [Policy Text Block]	*Concentration of Credit Risk* Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents, accounts receivable and long-term receivables. The Company’s cash and cash equivalents are invested primarily in deposits with major banks worldwide, as such minimal credit risk exists with respect to such investments. The Company’s trade receivables are derived from global sales to customers. An allowance for doubtful accounts is provided with respect to all balances for which collection is deemed to be doubtful.
Risk and Uncertainties [Policy Text Block]	*Risks and Uncertainties* The Company has considered the impact of COVID-19 on its consolidated financial statements. While the Company’s revenues and cash flows have improved significantly since the onset of COVID-19 in fiscal year 2020, the Company continues to experience some negative impact on its consolidated financial statements as of December 31, 2021 and for the year then ended. Management expects the pandemic to continue to have some 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 uncertainties 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. Consequently, these negative impacts could affect the Company’s results of operations, cash flows and its overall financial condition. Besides COVID-19, the Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, rapid technological change, continued acceptance of the Company’s products, competition from substitute products and larger companies, protection of proprietary technology, strategic relationships and dependence on key individuals. If the Company fails to adhere to the FDA’s Quality System Regulation, or regulations in countries other than the United States, the FDA or other regulators may withdraw its market clearances or take other action. The Company relies on suppliers to manufacture some of the components used in its products. The Company’s suppliers may encounter supply interruptions or problems during manufacturing due to a variety of reasons, including failure to comply with applicable regulations, including the FDA’s Quality System Regulation, making errors in manufacturing or losing access to critical services and components, any of which could delay or impede the Company’s ability to meet demand for its products. The Company has borrowings with interest rates that are subject to fluctuations as charged by the lender. The Company does not use derivative financial instruments to mitigate the exposure to interest rate risk. The Company’s objective is to have sufficient liquidity to meet its liabilities when due. The Company monitors its cash balances and cash used in operating activities to meet its requirements. As of December 31, 2021 and 2020, the most significant financial liabilities are trade payables, accrued expenses and other current liabilities and long-term debt.
Concentration of Customers [Policy Text Block]	*Concentration of Customers* For the years ended December 31, 2021 and 2020, there were no customers accounting for more than 10% of the Company’s revenue and no customers accounting for more than 10% of the Company’s accounts receivable.
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block]	*Allowance for Doubtful Accounts* Trade accounts receivable do not bear interest and are typically not collateralized. The Company performs ongoing credit evaluations of its customers’ financial condition and maintains an allowance for 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 the Company’s estimates and could be material to the Company's consolidated financial position, results of operations and cash flows. The allowance for doubtful accounts was $11,997 and $18,490 as of December 31, 2021 and 2020, respectively.
Inventory, Policy [Policy Text Block]	*Inventory* Inventories are stated at the lower of cost or net realizable value and include raw materials, work in progress and finished goods. Cost is determined as follows: Raw Materials and Work in Progress (“WIP”) – Cost is determined on a standard cost basis utilizing the weighted average cost of historical purchases, which approximates actual cost. The cost of WIP and finished goods includes the cost of raw materials and the applicable share of the cost of labor and fixed and variable production overheads. The Company regularly evaluates the value of inventory based on a combination of factors including the following: historical usage rates, product end of life dates, technological obsolescence and product introductions. The Company includes demonstration units within inventories. Proceeds from the sale of demonstration units are recorded as revenue.
Receivable [Policy Text Block]	*Long-term Receivables* Long-term receivables relate to the Company’s subscription revenue or contracts which stipulate payment terms which exceed one year. They are comprised of the unpaid principal balance, plus accrued interest, net of the allowance for credit losses. These receivables have been discounted based on the implicit interest rate in the subscription lease which range between 8% to 9% in 2021 and 2020. Unearned interest revenue represents the interest only portion of the respective subscription payments and will be recognized in income over the respective payment term as it is earned. Deferred revenues represent payments received prior to the income being earned. Once the equipment has been delivered or the services have been rendered, these amounts are recognized in income.
Property, Plant and Equipment, Policy [Policy Text Block]	*Property and Equipment* Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which is between three and ten years. Leasehold improvements are depreciated over the lesser of the life of the lease or the useful life of the improvements. Maintenance and repairs are charged to expense as incurred. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the consolidated balance sheets, and any resulting gain or loss is reflected in the consolidated statements of operations.
Intangible Assets, Finite-Lived, Policy [Policy Text Block]	*Intangible Assets* Intangible assets consist of customer relationships, brand, technology and supplier agreement. Intangible assets are stated at cost less accumulated amortization. Amortization is computed using the straight-line method over the estimated useful lives of the respective assets, which range from approximately six to fifteen years. The useful lives of intangible assets are based on the Company’s assessment of various factors impacting estimated cash flows, such as the product’s position in its lifecycle, the existence or absence of like products in the market, various other competitive and regulatory issues, and contractual terms.
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]	*Impairment of Long-Lived Assets* The Company accounts for the impairment of long-lived assets in accordance with FASB, Accounting Standards Codification (“ASC”) 360-10, “Accounting for the Impairment of Long-Lived Assets”. This standard requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the assets’ carrying amounts may not be recoverable. For assets that are to be held and used, impairment is assessed when the estimated undiscounted cash flows associated with the asset or group of assets is less than their carrying values. If impairment exists, an adjustment is made to write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and fair value. Fair values are determined based on quoted market values, discounted cash flows or internal and external appraisals, as applicable. Assets to be disposed of are carried at the lower of carrying value and estimated net realizable value. During the years ended December 31, 2021 and 2020, there was no impairment of long-lived assets other than goodwill.
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]	*Goodwill* Goodwill represents the excess of the purchase price of the business acquired over the fair value of the net identifiable assets of an acquired business. The Company allocates goodwill to reporting units at the time of acquisition or when there is a change in the reporting structure and bases that allocation on which reporting units will benefit from the acquired assets and liabilities. Reporting units are defined as operating segments or one level below an operating segment, referred to as a component. Goodwill is not amortized but is tested for impairment annually or more frequently when an event occurs, or circumstances change that indicate the carrying value may not be recoverable. 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 COVID-19 pandemic had 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 of 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 of December 31, 2021 and 2020, no further impairment was required.
Debt, Policy [Policy Text Block]	*Debt Issuance Costs* Costs related to the issuance of debt are presented as a direct deduction to the carrying value of the debt and are amortized to accretion expenses using the effective interest rate method over the term of the related debt.
Derivatives, Policy [Policy Text Block]	*Derivatives* The Company reviews the terms of convertible notes, equity instruments and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Derivative financial instruments are initially measured at their fair value. Derivative financial instruments that are accounted for as liabilities, are initially recorded at fair value and then re-valued at each reporting date, with changes in the fair value recognized in the consolidated statements of operations.
Revenue from Contract with Customer [Policy Text Block]	*Revenue Recognition* The Company adopted Accounting Standards Codification (“ASC”) 606 “Revenue from contract with customers” (“ASC 606”) on January 1, 2019 using the modified retrospective method for all contracts not completed as of the date of adoption. The adoption of ASC 606 represents a change in accounting principle that will more closely align revenue recognition with the delivery of the Company’s goods or services and will provide the consolidated financial statements’ readers with enhanced disclosures. The Company generates revenue from (1) sales of systems through the subscription model, traditional system sales to customers and distributors, (2) other product revenues from the sale of ARTAS procedure kits, marketing supplies and kits, consumables and (3) service revenue from the sale of VeroGrafters technician services, 2two5 internal advertising agency services and an extended warranty service contracts provided to existing customers. VeroGrafters technician services were discontinued in the fourth quarter of 2021. 2two5 internal advertising agency services were discontinued in the third quarter of 2020. The revenue from 2two5 internal advertising agency services was not material to the Company’s 2020 results. Many of the Company’s products are sold under subscription contracts with control passing to the customer at the earlier of the end of the term and when the payment is received in full. The subscription contracts include an initial deposit followed by monthly installments typically over a period of 36 months. In accordance with ASC 840 “Leases” (“ASC 840”), these arrangements are considered to be sales-type leases, where the present value of all cash flows to be received within the arrangement is recognized upon shipment to the customer and achievement of the required revenue recognition criteria. Various accounting and reporting systems are used to monitor subscription receivables which include providing access codes to operate the machines to paying customers and restricting access codes on machines to non-paying customers. The Company recognizes revenues on other products and services in accordance with ASC 606. Revenue is recognized based on the following five steps: (1) identification of the contract(s) with the customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; and (4) allocation of the transaction price to the separate performance obligations in the contract; and (5) recognition of revenue when (or as) the entity satisfies a performance obligation. The Company does not grant rights of return to its end customers. The Company’s products sold through arrangements with distributors are non-refundable, non-returnable and without any rights of price protection. The Company records revenue net of sales tax and shipping and handling costs.
Cost of Goods and Service [Policy Text Block]	*Cost of Goods* For subscription sales (qualifying as sales-type lease arrangements) and product sales, the costs are recognized upon shipment to the customer or distributor.
Advertising Cost [Policy Text Block]	*Advertising Costs* The cost of advertising and media is expensed as incurred. For the years ended December 31, 2021 and 2020, advertising costs totaled $1,821 and $1,092, respectively.
Research and Development Expense, Policy [Policy Text Block]	*Research and Development* Research and development costs are charged to operations as incurred. Major components of research and development expenses consist of personnel costs, including salaries and benefits, hardware and software research and development costs, regulatory affairs, and clinical costs.
Standard Product Warranty, Policy [Policy Text Block]	*Warranty* The Company provides a standard warranty against defects for all of its systems. The warranty period begins upon shipment and is typically for a period between one and three years. The Company records a liability for accrued warranty costs at the time of sale of a system, which consists of the warranty on products sold based on historical warranty costs and management’s estimates. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts thereof as necessary. The Company also provides an extended warranty service. Extended warranty can be purchased at any time after the purchase of a system and prior to the expiration of the standard warranty provided with the sale of the system. Extended warranty services include standard warranty services. The Company recognizes the revenue from the sale of an extended warranty over the period of the extended warranty and accounts it for separately from the standard warranty.
Income Tax, Policy [Policy Text Block]	*Income Taxes* The Company follows the deferred income taxes method of accounting for income taxes. Under this method, deferred income taxes are recognized for the future tax consequences attributable to differences between the financial statement carrying values of accounts and their respective income tax basis. Deferred income tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years during which the temporary differences are expected to be realized or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is included in income in the period that includes the enactment date. The Company establishes valuation allowances when necessary to reduce deferred tax assets to the amounts that are more likely than not to be realized. The Company evaluates tax positions taken or expected to be taken in the course of preparing tax returns to determine whether the tax positions have met a “more likely-than-not” threshold of being sustained by the applicable tax authority. Tax benefits related to tax positions not deemed to meet the “more likely-than-not” threshold are not permitted to be recognized in the consolidated financial statements.
Income Tax Uncertainties, Policy [Policy Text Block]	*Uncertain Tax Positions* The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained on examination based on the technical merit of the position. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments. The Company recognizes interest charges and penalties related to unrecognized tax benefits as a component of the tax provision and recognizes interest charges and penalties related to recognized tax positions in the accompanying consolidated statements of operations.
Share-based Payment Arrangement [Policy Text Block]	*Stock-Based Compensation* The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation” (“ASC 718”). ASC 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service period in the Company’s consolidated statements of operations. The fair value of stock options (“options”) on the grant date is estimated using the Black-Scholes option-pricing model using the single-option approach. The Black-Scholes option pricing model requires the use of highly subjective and complex assumptions, including the option’s expected term and the price volatility of the underlying stock, to determine the fair value of the award. The Company recognizes compensation expenses for the value of its awards granted based on the straight-line method over the requisite service period of each of the awards. The Company has made a policy choice to account for forfeitures when they occur.
Earnings Per Share, Policy [Policy Text Block]	*Net Loss Per Share* The Company computes net (loss) income per share in accordance with ASC Topic 260, “Earnings Per Share” (“ASC 260”) and related guidance, which requires two calculations of net (loss) income attributable to the Company’s shareholders per share to be disclosed: basic and diluted. Convertible preferred shares are participating securities and are included in the calculation of basic and diluted net (loss) income per share using the two-class method. In periods where the Company reports net losses, such losses are not allocated to the convertible preferred shares for the computation of basic or diluted net (loss) income. Diluted net (loss) income per share is the same as basic net (loss) income per share for the periods in which the Company had a net loss because the inclusion of outstanding common stock equivalents would be anti-dilutive.
JOBS Act Accounting Election [Policy Text Block]	*JOBS Act Accounting Election* The Company is an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is (i) no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.
New Accounting Pronouncements, Policy [Policy Text Block]	**Recently Issued Accounting Standards Not* Yet Adopted*** In April 2020, Financial Accounting Standards Board (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 adoption of the guidance did not have a material impact on the Company’s consolidated financial statements. 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 year 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. In January 2021, the FASB issued authoritative guidance that makes amendments to the new rules on accounting for reference rate reform. The amendments clarify that all derivative instruments affected by the changes to interest rates used for discounting, margining or contract price alignment, regardless of whether they reference LIBOR, or another rate expected to be discontinued as a result of reference rate reform, an entity may apply certain practical expedients in ASC Topic 848. 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 SEC 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 consolidated 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.

Note 3 - Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2021

Notes Tables

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

	*For the year ended December 31,*
	*2021*			*2020*
Numerator:
Net loss	$	(22,141	)	$	(82,818	)
Net loss allocated to stockholders of the Company	$	(23,013	)	$	(85,270	)
Denominator:
Weighted-average shares of common stock outstanding used in computing net loss per share, basic and diluted		54,466			36,626
Net loss per share:
Basic and diluted	$	(0.42	)	$	(2.33	)

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

	*December 31,*
	*2021*		*2020*
Options to purchase common stock		5,977,179		4,433,392
Warrants for common stock		15,928,867		16,290,067
Total potential dilutive shares		21,906,046		20,723,459

Note 5 - Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2021

Notes Tables

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

	*Fair Value Measurements as of December 31, 2021*
	*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”)	$	—	$	64	$	—	$	64
Total assets	$	—	$	64	$	—	$	64

	*Fair Value Measurements as of December 31, 2020*
	*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”)	$	—	$	64	$	—	$	64
Restricted cash		83		—		—		83
Total assets	$	83	$	64	$	—	$	147
Liabilities
Contingent earn-out consideration		—		—		147		147
Total liabilities	$	—	$	—	$	147	$	147

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

Beginning balance	$	655
Payments		(799	)
Change in value		291
December 31, 2020		147
Payments		(147	)
Change in value		-
December 31, 2021	$	-

Note 6 - Accounts Receivable (Tables)

12 Months Ended

Dec. 31, 2021

Notes Tables

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

	*As of December 31,*
	*2021*			*2020*
Gross accounts receivable	$	86,625		$	92,402
Unearned income		(4,033	)		(3,728	)
Allowance for doubtful accounts		(11,997	)		(18,490	)
	$	70,595		$	70,184
Reported as:
Current trade receivables	$	46,918		$	52,764
Current unearned interest income		(2,678	)		(1,950	)
Long-term trade receivables		27,710			21,148
Long-term unearned interest income		(1,355	)		(1,778	)
	$	70,595		$	70,184

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

			December 31,
	Total		2022		2023		2024		2025		2026
Current financing receivables, net of allowance of $6,601	$	26,177	$	26,177	$	—	$	—	$	—	$	—
Long-term financing receivables, net of allowance of $167		27,710		—		19,256		8,262		192		—
	$	53,887	$	26,177	$	19,256	$	8,262	$	192	$	—

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

	*As of December 31,*
	*2021*			*2020*
Balance at beginning of year	$	18,490		$	10,494
Write-offs		(6,230	)		(6,536	)
(Recovery) provision		(263	)		15,212
Sale of subsidiaries		—			(680	)
Balance at end of year	$	11,997		$	18,490

Note 7 - Select Balance Sheet and Statement of Operations Information (Tables)

12 Months Ended

Dec. 31, 2021

Notes Tables

Schedule of Inventory, Current [Table Text Block]

	*December 31,*
	*2021*		*2020*
Raw materials	$	2,368	$	838
Work-in-progress		1,649		1,232
Finished goods		16,526		15,689
Total inventory	$	20,543	$	17,759

Property, Plant and Equipment [Table Text Block]

		*December 31,*
	*Useful Lives (in years)*	*2021*			*2020*
Lab equipment tooling and molds	4 – 10	$	8,194		$	8,053
Office furniture and equipment	6 – 10		1,743			1,760
Leasehold improvements	up to 10		1,839			1,838
Computers and software	3		1,939			1,815
Vehicles	5 – 7		37			12
Demo units	5		114			—
Total property and equipment			13,866			13,478
Less: Accumulated depreciation			(11,197	)		(9,939	)
Total property and equipment, net		$	2,669		$	3,539

Schedule of Other Current Assets [Table Text Block]

	*December 31,*
	*2021*		*2020*
Government remittances ⁽¹⁾	$	1,322	$	1,009
Consideration receivable from subsidiaries sale		1,405		2,580
Deferred financing costs		223		1,063
Sundry assets and miscellaneous		808		1,022
Total other current assets	$	3,758	$	5,674

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

	*December 31,*
	*2021*		*2020*
Payroll and related expense	$	1,770	$	1,312
Accrued expenses		6,584		8,582
Commission accrual		4,529		2,827
Sales and consumption taxes		6,629		7,532
Total accrued expenses and other current liabilities	$	19,512	$	20,253

Schedule of Product Warranty Liability [Table Text Block]

	*December 31,*
	*2021*			*2020*
Balance as of the beginning of the year	$	1,639		$	1,977
Warranties issued during the year		1,231			761
Warranty costs incurred during the year		(1,117	)		(1,099	)
Balance at the end of the year	$	1,753		$	1,639
Current		1,245			1,106
Long-term		508			533
Total	$	1,753		$	1,639

Schedule of Finance Expenses [Table Text Block]

	*December 31,*
	*2021*		*2020*
Interest expense	$	3,720	$	7,615
Accretion on long-term debt and amortization of fees		1,235		728
Total finance expenses	$	4,955	$	8,343

Note 8 - Intangible Assets and Goodwill (Tables)

12 Months Ended

Dec. 31, 2021

Notes Tables

Schedule of Intangible Assets and Goodwill [Table Text Block]

	*At December 31, 2021*
	*Gross Amount*		*Accumulated Amortization*			*Net Amount*
Customer relationships	$	1,400	$	(336	)	$	1,064
Brand		2,500		(803	)		1,697
Technology		16,900		(6,103	)		10,797
Supplier agreement		3,000		(1,165	)		1,835
Total intangible assets	$	23,800	$	(8,407	)	$	15,393

	*At December 31, 2020*
	*Gross Amount*		*Accumulated Amortization*			*Net Amount*
Customer relationships	$	1,400	$	(242	)	$	1,158
Brand		2,500		(540	)		1,960
Technology		16,900		(3,286	)		13,614
Supplier agreement		3,000		(867	)		2,133
Total intangible assets	$	23,800	$	(4,935	)	$	18,865

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

Years ending December 31,
2022	$	3,473
2023		3,473
2024		3,473
2025		3,004
2026		657
Thereafter		1,313
Total	$	15,393

Note 9 - Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2021

Notes Tables

Contractual Obligation, Fiscal Year Maturity [Table Text Block]

Years ending December 31,	*Office Lease*		*Purchase and Service Commitments*		*Total*
2022	$	1,404	$	18,551	$	19,955
2023		1,253		—		1,253
2024		1,108		—		1,108
2025		1,053		—		1,053
2026		1,036		—		1,036
Thereafter		1,240		—		1,240
Total	$	7,094	$	18,551	$	25,645

Note 10 - Main Street Term Loan (Tables)

12 Months Ended

Dec. 31, 2021

MSLP Note [Member]

Notes Tables

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

	*As of December 31, 2021*
2022	$	1,622
2023		9,357
2024		7,957
2025		38,429
Total	$	57,365

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

12 Months Ended

Dec. 31, 2021

Secured Subordinated Convertible Notes [Member]

Notes Tables

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

	*As of December 31, 2021*
2022	$	2,165
2023		2,131
2024		1,628
2025		28,217
Total	$	34,141

Note 14 - Common Stock Reserved for Issuance (Tables)

12 Months Ended

Dec. 31, 2021

Notes Tables

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

	*December 31, 2021*		*December 31, 2020*
Outstanding common stock warrants		15,928,867		16,290,067
Outstanding stock options		5,977,179		4,433,392
Shares reserved for future option grants		589,064		262,622
Shares reserved for Lincoln Park		5,222,867		5,222,867
Shares reserved for Madryn Noteholders		8,213,880		8,213,880
Total common stock reserved for issuance		35,931,857		34,422,828

Note 15 - Stockholders Equity (Tables)

12 Months Ended

Dec. 31, 2021

Notes Tables

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

	*Year Ended December 31,*
	*2021*		*2020*
Cost of sales	$	31	$	25
Selling and marketing		848		872
General and administrative		1,084		1,151
Research and development		105		90
Total stock-based compensation	$	2,068	$	2,138

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

	*Year Ended December 31,*
	*2021*			*2020*
Expected term (in years)		6.00			6.00 - 6.54
Risk-free interest rate		0.98-1.36	%		0.38 - 1.50	%
Expected volatility		44.26	%		42.83	%
Expected dividend rate		0	%		0	%

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

	*Number of Shares*			*Weighted- Average Exercise Price per Share, $*		*Weighted- Average Remaining Contractual Term*		*Aggregate Intrinsic Value*
Outstanding – January 1, 2021		4,433,392		$	4.59		6.20	$	247
Options granted		2,664,500			2.20				-
Options exercised		(261,836	)		2.34				92
Options forfeited/cancelled		(858,877	)		4.21				-
Outstanding - December 31, 2021		5,977,179		$	3.72		7.20	$	136
Exercisable – December 31, 2021		2,907,668		$	4.52		5.27	$	136
Expected to vest – after December 31, 2021		3,069,511		$	2.97		9.03	$	-

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

	Options Outstanding						Options Exercisable
Exercise Price Range	Number		Weighted average remaining contractual term (years)		Weighted average Exercise Price		Options exercisable		Weighted average remaining contractual term (years)		Weighted average Exercise Price
$1.35 - $3.64		4,675,428		7.46	$	2.67		1,896,935		4.96	$	2.92
$4.26 - $7.95		1,250,316		6.32		6.82		965,929		5.88		6.69
$12.45 - $26.10		31,156		6.75		18.02		24,558		6.71		18.19
$27.00 - $33.00		11,900		3.00		27.62		11,882		2.99		27.62
$36.00 - $94.65		8,379		5.69		45.42		8,364		5.69		45.39
		5,977,179		7.20	$	3.72		2,907,668		5.27	$	4.52

Note 16 - Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Notes Tables

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

	*Year Ended December 31,*
	*2021*			*2020*
United States	$	(12,260	)	$	(63,259	)
Other jurisdictions		(10,588	)		(18,378	)
Loss before income taxes	$	(22,848	)	$	(81,637	)

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

	*Year Ended December 31,*
	*2021*			*2020*
Current tax (benefit) provision:
Federal	$	—		$	—
Foreign		(542	)		1,619
Total current tax (benefit) provision		(542	)		1,619
Deferred tax benefit:
Federal		—			—
Foreign		(165	)		(438	)
Total deferred tax benefit	$	(165	)	$	(438	)
Total (benefit) provision for income taxes	$	(707	)	$	1,181

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

	*Year Ended December 31,*
	*2021*			*2020*
Loss before income taxes	$	(22,848	)	$	(81,637	)
Theoretical tax benefit at the statutory rate (21.0% in 2021, 21.0% in 2020)		(4,798	)		(17,144	)
Differences in jurisdictional tax rates		(350	)		(2,817	)
Valuation allowance		5,755			12,416
Non-deductible expenses		(266	)		8,080
Other		(1,048	)		646
Total income tax (benefit) provision		(707	)		1,181
Net loss	$	(22,141	)	$	(82,818	)

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

	*December 31,*
	*2021*			*2020*
Deferred tax assets:
Property and equipment	$	668		$	735
Deferred revenue		647			2,065
Allowance for doubtful accounts		3,133			2,670
Intangible assets		(1,543	)		(2,554	)
Non-deductible expenses		8,694			8,350
Warranty and other reserves		1,159			729
Other		610			114
Loss carryforwards		38,353			71,362
Valuation allowance		(51,437	)		(82,587	)
Total deferred tax assets	$	284		$	884
Deferred tax liabilities:
Deferred revenue	$	46		$	811
Total deferred tax liabilities	$	46		$	811

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

	*Year Ended December 31,*
	*2021*			*2020*
Balance as of the beginning of the year	$	1,584		$	1,467
(Reduction) increases related to tax positions in prior period		(1,548	)		57
Increases related to tax positions taken during the current period		—			60
Balance at the end of the year	$	36		$	1,584

Schedule of Recognized Tax Benefits [Table Text Block]

	*Year Ended December 31,*
	*2021*			*2020*
Balance as of the beginning of the year	$	(478	)	$	-
Increases related to tax positions in prior period		—			(369	)
Increase related to tax position taken during the current period		(49	)		—
Increase related to interest expense		(36	)		(109	)
Balance at the end of the year	$	(563	)	$	(478	)

Note 17 - Segment and Geographic Information (Tables)

12 Months Ended

Dec. 31, 2021

Notes Tables

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

	*Year Ended December 31,*
	*2021*		*2020*
United States	$	53,520	$	33,987
International		52,102		44,027
Total revenue	$	105,622	$	78,014

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

	*Year Ended December 31,*
	*2021*		*2020*
Lease revenue	$	45,094	$	33,428
System revenue		43,106		28,957
Product revenue		13,230		10,858
Service revenue		4,192		4,771
Total revenue	$	105,622	$	78,014

Note 1 - Nature of Operations (Details Textual) - USD ($) $ / shares in Units, $ in Thousands				1 Months Ended		6 Months Ended	12 Months Ended
	Dec. 15, 2021	Dec. 22, 2020	Mar. 19, 2020	Feb. 28, 2021	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 09, 2020	Jun. 16, 2020	Mar. 31, 2020
Retained Earnings (Accumulated Deficit), Ending Balance					$ (157,392)	$ (157,392)	$ (180,405)	$ (157,392)
Common Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.0001				$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Proceeds from Issuance of Private Placement	$ 16,740		$ 20,300
Proceeds from Warrant Exercises							$ 903	$ 0
Gain (Loss) on Disposition of Stock in Subsidiary							$ (567)	$ (2,526)
Maximum [Member]
Percentage of Operating Revenue of Disposed Subsidiaries of Total Revenue							15.00%
December 2020 Public Offering Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)		5,625,000			5,625,000	5,625,000		5,625,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)		$ 2.50			$ 2.50	$ 2.50		$ 2.50
Warrants and Rights Outstanding, Term (Year)		5 years			5 years	5 years		5 years
Class of Warrant or Right, Exercised During Period (in shares)				361,200
Class of Warrant or Right, Exercised During Period, Exercise Price (in dollars per share)				$ 2.50
Proceeds from Warrant Exercises				$ 903
Series A Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.0001		$ 0.0001
Proceeds from Issuance of Private Placement	$ 4,514		$ 8,063
Shares Issued, Price Per Share (in dollars per share)							$ 1.29				$ 2.47
Common Stock [Member]
Stock Issued During Period, Shares, New Issues (in shares)								4,245,256
Proceeds from Issuance of Private Placement	12,074		$ 4,052
The 2021 Private Placement [Member]
Proceeds from Issuance of Private Placement	16,999						$ 16,740	$ 0
Stock Issued, Costs	$ 259
The 2021 Private Placement [Member] \| Series A Preferred Stock [Member]
Stock Issued During Period, Shares, New Issues (in shares)	3,790,755
Preferred Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.0001
Convertible Preferred Stock, Shares Issued upon Conversion (in shares)	3,790,755
The 2021 Private Placement [Member] \| Common Stock [Member]
Stock Issued During Period, Shares, New Issues (in shares)	9,808,418
Common Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.0001
December 2020 Public Offering [Member]
Stock Issued During Period, Shares, New Issues (in shares)		11,250,000			11,250,000
Common Stock, Par or Stated Value Per Share (in dollars per share)		$ 0.0001
Shares Issued, Price Per Share (in dollars per share)		$ 2.00
Proceeds from Issuance or Sale of Equity, Total		$ 22,500
Equity Purchase Agreement [Member] \| Lincoln Park [Member]
Stock Issued During Period, Shares, New Issues (in shares)						3,037,087	0
Common Stock, Par or Stated Value Per Share (in dollars per share)										$ 0.0001
Shares Issued, Price Per Share (in dollars per share)					$ 2.97	$ 2.97		$ 2.97
Equity Purchase Agreement, Maximum Offering Amount										$ 31,000
Equity Purchase Agreement, Maximum Shares Issuable (in shares)										7,763,411
Equity Agreement, Maximum Percentage of Stock Outstanding										19.99%
Equity Agreement, Minimum Average Purchase Price (in dollars per share)										$ 3.9755
Maximum Percentage of Outstanding Stock, Beneficial Ownership										9.99%
Stock Issued During Period, Shares, Commitment Fee (in shares)						209,566
Stock Issued During Period, Value, Commitment Fee						$ 620
Deferred Offering Costs					$ 123	$ 123		$ 123
Proceeds From Issuance of Common Stock, Gross							$ 9,010
Amortization of Deferred Charges, Total							520
Common Stock, Shares Issued as Commitment Shares, Value							$ 620

Note 2 - Summary of Significant Accounting Policies (Details Textual) $ in Thousands		12 Months Ended
	Mar. 31, 2020 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Accounts Receivable, Allowance for Credit Loss, Ending Balance		$ 11,997	$ 18,490	$ 10,494
Goodwill, Impairment Loss	$ 27,450	0	27,450
Restricted Cash, Current		0	83
Accounts Receivable, Allowance for Credit Loss, Current		11,997	18,490
Impairment, Long-Lived Asset, Held-for-Use, Total		$ 0	0
Number of Reporting Units		1
Lessor, Sales-type Lease, Term of Contract (Month)		36 months
Advertising Expense		$ 1,821	$ 1,092
Minimum [Member]
Discount Based Implicit Interest Rate in Subscription Lease		8.00%
Property, Plant and Equipment, Useful Life (Year)		3 years
Finite-Lived Intangible Asset, Useful Life (Year)		6 years
Standard Product Warranty, Term (Year)		1 year
Maximum [Member]
Discount Based Implicit Interest Rate in Subscription Lease		9.00%
Property, Plant and Equipment, Useful Life (Year)		10 years
Finite-Lived Intangible Asset, Useful Life (Year)		15 years
Standard Product Warranty, Term (Year)		3 years
Revenue from Contract with Customer Benchmark [Member] \| Customer Concentration Risk [Member]
Number of Major Customers		0	0
Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Number of Major Customers		0	0
COVID 19 [Member]
Accounts Receivable, Allowance for Credit Loss, Ending Balance		$ 0	$ 11,088

Note 3 - Net Loss Per Share - Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Net loss	$ (22,141)	$ (82,818)
Net loss allocated to stockholders of the Company	$ (23,013)	$ (85,270)
Weighted-average shares of common stock outstanding used in computing net loss per share, basic and diluted (in shares)	54,466	36,626
Basic and diluted (in dollars per share)	$ (0.42)	$ (2.33)

- Definition

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

+ References

+ Details

- Definition

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

+ References

+ Details

Note 3 - Net Loss Per Share - Antidilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Total potential dilutive shares (in shares)	21,906,046	20,723,459
Share-based Payment Arrangement, Option [Member]
Total potential dilutive shares (in shares)	5,977,179	4,433,392
Warrant [Member]
Total potential dilutive shares (in shares)	15,928,867	16,290,067

Note 4 - Sale of Subsidiaries (Details Textual) € in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2020 EUR (€)	Sep. 07, 2021
Gain (Loss) on Disposition of Stock in Subsidiary	$ (567)	$ (2,526)
Proceeds from Divestiture of Businesses, Net of Cash Divested, Total	$ (40)	$ (2,101)
Venus Concept Shanghai Co.Ltd [Member]
Business Acquisition, Percentage of Voting Interests Acquired				45.00%
Maximum [Member]
Percentage of Operating Revenue of Disposed Subsidiaries of Total Revenue	15.00%
Venus Concept Africa (Pty) Ltd. [Member] \| Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member]
Disposal Group, Including Discontinued Operation, Percentage of Ownership	80.00%
Gain (Loss) on Disposition of Stock in Subsidiary	$ (188)
Venus Aesthetic LLP [Member] \| Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member]
Disposal Group, Including Discontinued Operation, Percentage of Ownership		51.00%	51.00%
Gain (Loss) on Disposition of Stock in Subsidiary		$ (579)
Proceeds from Divestiture of Businesses, Net of Cash Divested, Total		$ 400
Disposal Group, Not Discontinued Operation, Loss (Gain) on Write-down	$ 379
Venus Concept Central Eastern Europe Ltd. [Member] \| Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member]
Disposal Group, Including Discontinued Operation, Percentage of Ownership		51.00%	51.00%
Gain (Loss) on Disposition of Stock in Subsidiary		$ (387)
Proceeds from Divestiture of Businesses, Net of Cash Divested, Total		$ 531	€ 473
Venus Concept Italy S.r.l. [Member] \| Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member]
Disposal Group, Including Discontinued Operation, Percentage of Ownership		51.00%	51.00%
Gain (Loss) on Disposition of Stock in Subsidiary		$ (547)
Proceeds from Divestiture of Businesses, Net of Cash Divested, Total		$ 330	€ 270
Venus Concept Kazakhstan LLP Foundation Agreement [Member] \| Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member]
Disposal Group, Including Discontinued Operation, Percentage of Ownership		51.00%	51.00%
Gain (Loss) on Disposition of Stock in Subsidiary		$ 58
Venus Concept RU LLC \| Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member]
Disposal Group, Including Discontinued Operation, Percentage of Ownership		51.00%	51.00%
Gain (Loss) on Disposition of Stock in Subsidiary		$ (368)
Proceeds from Divestiture of Businesses, Net of Cash Divested, Total		$ 597
Venus Concept Singapore Pte. Ltd (Venus Singapore) [Member] \| Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member]
Disposal Group, Including Discontinued Operation, Percentage of Ownership		55.00%	55.00%
Gain (Loss) on Disposition of Stock in Subsidiary		$ (670)
Proceeds from Divestiture of Businesses, Net of Cash Divested, Total		$ 500
InPhronics Limited [Member] \| Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member]
Disposal Group, Including Discontinued Operation, Percentage of Ownership		100.00%	100.00%
PT NeoAsia Medical [Member] \| Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member]
Disposal Group, Including Discontinued Operation, Percentage of Ownership		90.00%	90.00%
InPhronics Limited and PT NeoAsia Medical [Member] \| Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member]
Gain (Loss) on Disposition of Stock in Subsidiary		$ (33)
Proceeds from Divestiture of Businesses, Net of Cash Divested, Total		$ 955

Note 5 - Fair Value Measurements (Details Textual) - Contingent Earn-out Consideration [Member] - USD ($) $ in Thousands		2 Months Ended
	Jan. 04, 2021	Nov. 30, 2020	Dec. 31, 2021
Fair Value Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Annual Installment Payable			$ 250
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements	$ 147	$ 500

Note 5 - Fair Value Measurements - Fair Value Measurements (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Assets, fair value	$ 64	$ 147
Total liabilities		147
Contingent Earn-out Consideration [Member]
Total liabilities		147
Guaranteed Investment Certificates [Member]
Assets, fair value	64	64
Restricted Cash [Member]
Assets, fair value		83
Fair Value, Inputs, Level 1 [Member]
Assets, fair value	0	83
Total liabilities		0
Fair Value, Inputs, Level 1 [Member] \| Contingent Earn-out Consideration [Member]
Total liabilities		0
Fair Value, Inputs, Level 1 [Member] \| Guaranteed Investment Certificates [Member]
Assets, fair value	0	0
Fair Value, Inputs, Level 1 [Member] \| Restricted Cash [Member]
Assets, fair value		83
Fair Value, Inputs, Level 2 [Member]
Assets, fair value	64	64
Total liabilities		0
Fair Value, Inputs, Level 2 [Member] \| Contingent Earn-out Consideration [Member]
Total liabilities		0
Fair Value, Inputs, Level 2 [Member] \| Guaranteed Investment Certificates [Member]
Assets, fair value	64	64
Fair Value, Inputs, Level 2 [Member] \| Restricted Cash [Member]
Assets, fair value		0
Fair Value, Inputs, Level 3 [Member]
Assets, fair value	0	0
Total liabilities		147
Fair Value, Inputs, Level 3 [Member] \| Contingent Earn-out Consideration [Member]
Total liabilities		147
Fair Value, Inputs, Level 3 [Member] \| Guaranteed Investment Certificates [Member]
Assets, fair value	$ 0	0
Fair Value, Inputs, Level 3 [Member] \| Restricted Cash [Member]
Assets, fair value		$ 0

Note 5 - Fair Value Measurements - Aggregate Fair Values of Earn-out Liability (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Balance	$ 147	$ 655
Payments	(147)	(799)
Change in value	0	291
Balance	$ 0	$ 147

Note 6 - Accounts Receivable (Details Textual) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Lessor, Sales-type Lease, Term of Contract (Month)	36 months
Sales-type and Direct Financing Leases, Lease Receivable	$ 53,887	$ 49,096
Accounts Receivable, Allowance for Credit Loss, Ending Balance	$ 11,997	$ 18,490	$ 10,494

Note 6 - Accounts Receivable - Summary of Accounts Receivable (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Gross accounts receivable	$ 86,625	$ 92,402
Unearned income	(4,033)	(3,728)
Allowance for doubtful accounts	(11,997)	(18,490)	$ (10,494)
Accounts Receivable, after Allowance for Credit Loss, Total	70,595	70,184
Current trade receivables	46,918	52,764
Current unearned interest income	(2,678)	(1,950)
Long-term trade receivables	27,710	21,148
Long-term unearned interest income	$ (1,355)	$ (1,778)

Note 6 - Accounts Receivable - Schedule of Contractual Commitments, Net of Allowance for Doubtful Accounts (Details) $ in Thousands	Dec. 31, 2021 USD ($)
2022	$ 26,177
2023	19,256
2024	8,262
2024	192
2025	0
Current Financing Receivables, Net Of Allowance [Member]
Total	26,177
2022	26,177
2023	0
2024	0
2024	0
2025	0
Noncurrent Financing Receivables, Net Of Allowance [Member]
Total	27,710
2022	0
2023	19,256
2024	8,262
2024	192
2025	$ 0

Note 6 - Accounts Receivable - Schedule of Contractual Commitments, Net of Allowance for Doubtful Accounts (Details) (Parentheticals) $ in Thousands	Dec. 31, 2021 USD ($)
Current Financing Receivables, Net Of Allowance [Member]
Allowance	$ 6,601
Noncurrent Financing Receivables, Net Of Allowance [Member]
Allowance	$ 167

Note 6 - Accounts Receivable - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Balance	$ 18,490	$ 10,494
Write-offs	(6,230)	(6,536)
(Recovery) provision	(263)	15,212
Sale of subsidiaries	0	(680)
Balance	$ 11,997	$ 18,490

Note 7 - Select Balance Sheet and Statement of Operations Information (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Cost, Direct Material	$ 26,047	$ 21,258
Inventory Valuation Reserves, Ending Balance	1,456	1,208
Depreciation, Total	$ 1,381	$ 1,331

Note 7 - Select Balance Sheet and Statement of Operations Information - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Raw materials	$ 2,368	$ 838
Work-in-progress	1,649	1,232
Finished goods	16,526	15,689
Total inventory	$ 20,543	$ 17,759

Note 7 - Select Balance Sheet and Statement of Operations Information - Property and Equipment, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Lab equipment tooling and molds	$ 8,194	$ 8,053
Office furniture and equipment	1,743	1,760
Leasehold improvements	1,839	1,838
Computers and software	1,939	1,815
Demo units	114	0
Total property and equipment	13,866	13,478
Less: Accumulated depreciation	(11,197)	(9,939)
Total property and equipment, net	$ 2,669	3,539
Tools, Dies and Molds [Member] \| Minimum [Member]
Property and equipment, Useful lives	4
Tools, Dies and Molds [Member] \| Maximum [Member]
Property and equipment, Useful lives	10
Office Equipment [Member] \| Minimum [Member]
Property and equipment, Useful lives	6
Office Equipment [Member] \| Maximum [Member]
Property and equipment, Useful lives	10
Leasehold Improvements [Member] \| Maximum [Member]
Property and equipment, Useful lives	up to 10
Computer Equipment [Member]
Property and equipment, Useful lives	3
Vehicles [Member]
Vehicles	$ 37	$ 12
Vehicles [Member] \| Minimum [Member]
Property and equipment, Useful lives	5
Vehicles [Member] \| Maximum [Member]
Property and equipment, Useful lives	7
Demo Units [Member]
Property and equipment, Useful lives	5

Note 7 - Select Balance Sheet and Statement of Operations Information - Other Current Assets (Details) - USD ($)
$ in Thousands

Dec. 31, 2021

Dec. 31, 2020

Government remittances (1)

^[1]

$ 1,322

$ 1,009

Consideration receivable from subsidiaries sale

1,405

2,580

Deferred financing costs

223

1,063

Sundry assets and miscellaneous

808

1,022

Total other current assets

$ 3,758

$ 5,674

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

Note 7 - Select Balance Sheet and Statement of Operations Information - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Payroll and related expense	$ 1,770	$ 1,312
Accrued expenses	6,584	8,582
Commission accrual	4,529	2,827
Sales and consumption taxes	6,629	7,532
Total accrued expenses and other current liabilities	$ 19,512	$ 20,253

Note 7 - Select Balance Sheet and Statement of Operations Information - Warranty Accrual (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Balance as of the beginning of the year	$ 1,639	$ 1,977
Warranties issued during the year	1,231	761
Warranty costs incurred during the year	(1,117)	(1,099)
Balance at the end of the year	1,753	1,639
Current	1,245	1,106
Long-term	508	533
Total	$ 1,753	$ 1,639

Note 7 - Select Balance Sheet and Statement of Operations Information - Finance Expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Interest expense	$ 3,720	$ 7,615
Accretion on long-term debt and amortization of fees	1,235	728
Total finance expenses	$ 4,955	$ 8,343

Note 8 - Intangible Assets and Goodwill (Details Textual) $ in Thousands		12 Months Ended
	Mar. 31, 2020 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Nov. 07, 2019 USD ($)
Number of Reporting Units		1
Goodwill, Impairment Loss	$ 27,450	$ 0	$ 27,450
Amortization of Intangible Assets, Total		$ 3,473	$ 3,473
Venus Concept Ltd. [Member]
Goodwill, Ending Balance				$ 24,847
Venus Concept Ltd. [Member] \| Technology [Member]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill, Total				16,900
Venus Concept Ltd. [Member] \| Brand Name [Member]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill, Total				$ 1,200

Note 8 - Intangible Assets and Goodwill - Schedule of Intangible Assets Net of Accumulated Amortization and Goodwill (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Gross Amount	$ 23,800	$ 23,800
Accumulated amortization	(8,407)	(4,935)
Net Amount	15,393	18,865
Customer Relationships [Member]
Gross Amount	1,400	1,400
Accumulated amortization	(336)	(242)
Net Amount	1,064	1,158
Brand [Member]
Gross Amount	2,500	2,500
Accumulated amortization	(803)	(540)
Net Amount	1,697	1,960
Technology [Member]
Gross Amount	16,900	16,900
Accumulated amortization	(6,103)	(3,286)
Net Amount	10,797	13,614
Supplier Agreement [Member]
Gross Amount	3,000	3,000
Accumulated amortization	(1,165)	(867)
Net Amount	$ 1,835	$ 2,133

Note 8 - Intangible Assets and Goodwill - Estimated Amortization (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
2022	$ 3,473
2023	3,473
2024	3,473
2025	3,004
2026	657
Thereafter	1,313
Total	$ 15,393	$ 18,865

Note 9 - Commitments and Contingencies (Details Textual) ¥ in Thousands, $ in Thousands			12 Months Ended
	Mar. 04, 2021 USD ($)	Mar. 04, 2021 CNY (¥)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Operating Lease, Expense			$ 2,187	$ 1,961
Purchase Obligation, Total			18,551
Regulated Operation [Member]
Payments for Legal Settlements	$ 150	¥ 976
Contract Manufacturers [Member]
Purchase Obligation, Total			17,598
Open Purchase Order [Member]
Purchase Obligation, Total			$ 6,352
Percentage Of Open Purchase Order			15.00%

Note 9 - Commitments and Contingencies - Aggregate Future Minimum Lease Payments (Details) $ in Thousands	Dec. 31, 2021 USD ($)
2022, office lease	$ 1,404
2022, purchase and service commitments	18,551
2022, total	19,955
2023, office lease	1,253
2023, total	1,253
2024, office lease	1,108
2024, total	1,108
2025, office lease	1,053
2025, total	1,053
2026, office lease	1,036
2026, total	1,036
Thereafter, office lease	1,240
Thereafter, total	1,240
Total, office lease	7,094
Purchase and service commitments	18,551
Total, total	$ 25,645

Note 10 - Main Street Term Loan (Details Textual) - MSLP Note [Member] - USD ($) $ in Millions		12 Months Ended
	Dec. 08, 2020	Dec. 08, 2024
Debt Instrument, Face Amount	$ 50
Debt Instrument, Term (Year)	5 years
Forecast [Member]
Debt Instrument, Percentage of Outstanding Principal to be Paid with Accrued Unpaid Interest		15.00%
London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Basis Spread on Variable Rate	3.00%

Note 10 - Main Street Term Loan - Schedule Payments on Outstanding Borrowings (Details) - MSLP Note [Member] $ in Thousands	Dec. 31, 2021 USD ($)
2022	$ 1,622
2023	9,357
2024	7,957
2025	38,429
Total	$ 57,365

- Definition

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

Note 11 - Madryn Long-term Debt and Convertible Notes (Details Textual) - USD ($)		3 Months Ended	4 Months Ended	6 Months Ended	12 Months Ended
	Dec. 09, 2020	Sep. 30, 2020	Sep. 30, 2020	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Dec. 15, 2021	Apr. 29, 2020	Oct. 14, 2018	Aug. 14, 2018	Aug. 04, 2018	Oct. 11, 2016
Common Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.0001			$ 0.0001	$ 0.0001	$ 0.0001			$ 0.0001
Madryn Credit Agreement [Member]
Repayments of Debt	$ 42,500,000
Madryn Credit Agreement [Member] \| Madryn Noteholders [Member]
Debt Instrument, Face Amount														$ 70,000,000
Debt Instrument, Interest Rate, Stated Percentage		10.50%	10.50%				10.50%			12.00%	9.00%		9.00%
Debt Instrument, Covenant, Minimum Revenue Threshold							$ 75,000,000	$ 85,000,000
Debt Instrument, Covenant, Minimum Cash Proceeds from Issuance of Equity			$ 5,000,000
Debt Instrument, Covenant, Best Effort, Additional Proceeds from Issuance of Equity,			2,000,000
Debt Instrument, Interest Rate, Percentage Paid in Cash		50.00%
Debt Instrument, Interest Rate, Percentage Paid in Kind		50.00%
Madryn Credit Agreement [Member] \| Madryn Noteholders [Member] \| Interest Only Period [Member]
Debt Instrument, Interest Rate, Stated Percentage												9.00%
Madryn Credit Agreement [Member] \| Madryn Noteholders [Member] \| Term A-1, A-2 and B Tranches of Debt [Member]
Long-term Debt, Gross		$ 60,000,000	$ 60,000,000				$ 60,000,000
Secured Subordinated Convertible Notes [Member] \| Madryn Noteholders [Member]
Debt Instrument, Face Amount	$ 26,695,000
Debt Instrument, Default, Increase in Interest Rate	4.00%
Debt Instrument, Termination, Minimum Principal Outstanding	$ 10,000
Debt Instrument, Convertible, Conversion Price (in dollars per share)	$ 3.25
Interest Expense, Total					$ 2,158,000
Repayments of Long-term Debt, Total				$ 0		$ 0
Debt Instrument, Maturity Date	Dec. 09, 2025
Secured Subordinated Convertible Notes [Member] \| Madryn Noteholders [Member] \| Original Issuance Of Notes To Third Anniversary Date [Member]
Debt Instrument, Interest Rate, Stated Percentage	8.00%
Secured Subordinated Convertible Notes [Member] \| Madryn Noteholders [Member] \| After the Third Anniversary [Member]
Debt Instrument, Interest Rate, Stated Percentage	6.00%

Note 11 - Madryn Long-term Debt and Convertible Notes - Scheduled Payments (Details) - Secured Subordinated Convertible Notes [Member] $ in Thousands	Dec. 31, 2021 USD ($)
2022	$ 2,165
2023	2,131
2024	1,628
2025	28,217
Total	$ 34,141

- Definition

+ References + Details

Note 12 - Credit Facility (Details Textual) - City National Bank of Florida [Member] - USD ($) $ in Millions	Aug. 26, 2021	Dec. 09, 2020
CNB Note [Member]
Debt Instrument, Face Amount	$ 5.0
Debt Instrument, Maturity Date	Jul. 24, 2023
Revolving Credit Facility [Member]
Line of Credit Facility, Cash Held In Deposit Account		$ 23.0
Line of Credit Facility, Minimum Deposit Required	$ 1.5	3.0
Escrow Deposit		20.0
Loan Processing Fee		1.0
Line of Credit Facility, Maximum Borrowing Capacity	$ 5.0	$ 10.0
Debt Instrument, LIBOR Floor	0.50%
Revolving Credit Facility [Member] \| London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Basis Spread on Variable Rate	3.25%

Note 13 - Government Assistance Programs (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Aug. 29, 2020	Apr. 20, 2020
Subsidiaries [Member]
Government Subsidies	$ 1,117
SBA CARES Act Paycheck Protection Program [Member]
Proceeds from Loans	4,048
Debt Instrument, Face Amount			$ 1,665	$ 2,383
Debt Instrument, Decrease, Forgiveness	1,086
Long-term Debt, Total	$ 543	$ 4,110

- Definition

+ References + Details

Note 14 - Common Stock Reserved for Issuance - Common Stock Reserved for Issuance (Details) - shares	Dec. 31, 2021	Dec. 31, 2020
Outstanding stock options (in shares)	5,977,179	4,433,392
Total common stock reserved for issuance (in shares)	35,931,857	34,422,828
Lincoln Park [Member]
Total common stock reserved for issuance (in shares)	5,222,867	5,222,867
Madryn Noteholders [Member]
Total common stock reserved for issuance (in shares)	8,213,880	8,213,880
Share-based Payment Arrangement, Option [Member]
Shares reserved for future option grants (in shares)	589,064	262,622
Common Stock [Member]
Outstanding common stock warrants (in shares)	15,928,867	16,290,067

Note 15 - Stockholders Equity (Details Textual) $ / shares in Units, $ in Thousands					1 Months Ended				12 Months Ended
	Dec. 15, 2021 USD ($) $ / shares	Dec. 22, 2020 $ / shares shares	Jun. 16, 2020 shares	Mar. 19, 2020 USD ($) $ / shares shares	Dec. 31, 2020 $ / shares shares	Mar. 31, 2020 USD ($) $ / shares shares	Nov. 30, 2017	Nov. 30, 2010	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 09, 2020 $ / shares	Oct. 04, 2019 shares
Preferred Stock, Convertible, Conversion Ratio	1
Adjustments to Additional Paid in Capital, Convertible Preferred Stock with Beneficial Conversion Feature \| $	$ 152			$ 3,564					$ 152
Proceeds from Issuance of Private Placement \| $	$ 16,740			20,300
Common Stock, Capital Shares Reserved for Future Issuance (in shares)					34,422,828				35,931,857	34,422,828
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Payments \| $									$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value \| $									$ 92	$ 464
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) \| $ / shares									$ 2.20	$ 4.17
Common Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares	$ 0.0001				$ 0.0001				$ 0.0001	$ 0.0001	$ 0.0001
The 2010 Share Option Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year)							10 years	7 years
Common Stock, Capital Shares Reserved for Future Issuance (in shares)					138,275				212,650	138,275
The 2019 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares)												450,000
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in shares)					124,347				376,414	124,347
Share-based Compensation Arrangement by Share-based Payment Award, Increase in Authorized Shares, Percentage of Outstanding Stock Maximum									4.00%
December 2020 Public Offering [Member]
Shares Issued, Price Per Share (in dollars per share) \| $ / shares		$ 2.00
Stock Issued During Period, Shares, New Issues (in shares)		11,250,000			11,250,000
Common Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares		$ 0.0001
Series A Preferred Stock Converted into Common Stock [Member]
Conversion of Stock, Shares Converted (in shares)			660,000
Conversion of Stock, Shares Issued (in shares)			6,600,000
The 2020 Private Placement Warrants [Member]
Proceeds from Issuance of Private Placement \| $				$ 4,621
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)				6,675,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) \| $ / shares				$ 3.50
Warrants and Rights Outstanding, Term (Year)				5 years
Warrants and Rights Outstanding, Exercisable Period (Day)				181 days
December 2020 Public Offering Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)		5,625,000			5,625,000					5,625,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) \| $ / shares		$ 2.50			$ 2.50					$ 2.50
Warrants and Rights Outstanding, Term (Year)		5 years			5 years					5 years
Common Stock [Member]
Adjustments to Additional Paid in Capital, Convertible Preferred Stock with Beneficial Conversion Feature \| $									$ 0
Proceeds from Issuance of Private Placement \| $	$ 12,074			$ 4,052
Stock Issued During Period, Shares, New Issues (in shares)										4,245,256
Series A Preferred Stock [Member]
Preferred Stock, Shares Outstanding, Ending Balance (in shares)						660,000			3,790,755
Preferred Stock, Convertible, Conversion Ratio						10			1
Preferred Stock, Maximum Conversion Cap Percentage						19.99%			9.99%
Dividends Payable \| $						$ 0			$ 0
Preferred Stock, Convertible, Conversion Price (in dollars per share) \| $ / shares						$ 1.93			$ 1.25
Shares Issued, Price Per Share (in dollars per share) \| $ / shares						$ 2.47			$ 1.29
Adjustments to Additional Paid in Capital, Convertible Preferred Stock with Beneficial Conversion Feature \| $						$ 3,564			$ 152
Proceeds from Issuance of Private Placement \| $	$ 4,514			$ 8,063
Preferred Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares	$ 0.0001			$ 0.0001

Note 15 - Stockholders Equity - Stock-based Compensation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Total stock-based compensation	$ 2,068	$ 2,138
Cost of Sales [Member]
Total stock-based compensation	31	25
Selling and Marketing Expense [Member]
Total stock-based compensation	848	872
General and Administrative Expense [Member]
Total stock-based compensation	1,084	1,151
Research and Development Expense [Member]
Total stock-based compensation	$ 105	$ 90

Note 15 - Stockholders Equity - Stock Options Assumptions (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Expected term (in years) (Year)	6 years
Expected volatility	44.26%	42.83%
Expected dividend rate	0.00%	0.00%
Minimum [Member]
Expected term (in years) (Year)		6 years
Risk-free interest rate	0.98%	0.38%
Maximum [Member]
Expected term (in years) (Year)		6 years 6 months 14 days
Risk-free interest rate	1.36%	1.50%

Note 15 - Stockholders Equity - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Outstanding, number of shares (in shares)	4,433,392
Outstanding, weighted average exercise price (in dollars per share)	$ 4.59
Outstanding, weighted average remaining contractual term (Year)	7 years 2 months 12 days	6 years 2 months 12 days
Outstanding, aggregate intrinsic value	$ 136	$ 247
Options granted, number of shares (in shares)	2,664,500
Options granted, weighted average exercise price (in dollars per share)	$ 2.20
Options granted, aggregate intrinsic value	$ 0
Options exercised, number of shares (in shares)	(261,836)
Options exercised, weighted average exercise price (in dollars per share)	$ 2.34
Options exercised, aggregate intrinsic value	$ 92	$ 464
Options forfeited/cancelled, number of shares (in shares)	(858,877)
Options forfeited/cancelled, weighted average exercise price (in dollars per share)	$ 4.21
Options forfeited/cancelled, aggregate intrinsic value (in dollars per share)	$ 0
Outstanding, number of shares (in shares)	5,977,179	4,433,392
Outstanding, weighted average exercise price (in dollars per share)	$ 3.72	$ 4.59
Exercisable, number of shares (in shares)	2,907,668
Exercisable, weighted average exercise price (in dollars per share)	$ 4.52
Exercisable, weighted average remaining contractual term (Year)	5 years 3 months 7 days
Exercisable, aggregate intrinsic value	$ 136
Expected to vest, number of shares (in shares)	3,069,511
Expected to vest, weighted average exercise price (in dollars per share)	$ 2.97
Expected to vest, weighted average remaining contractual term (Year)	9 years 10 days
Expected to vest, aggregate intrinsic value	$ 0

Note 15 - Stockholders Equity - Stock Options Outstanding and Exercisable (Details)	12 Months Ended
	Dec. 31, 2021 $ / shares shares
Options outstanding, number (in shares) \| shares	5,977,179
Options outstanding, weighted average remaining contractual term (Year)	7 years 2 months 12 days
Options outstanding, weighted average exercise price (in dollars per share)	$ 3.72
Options exercisable (in shares) \| shares	2,907,668
Options exercisable, weighted average remaining contractual term (Year)	5 years 3 months 7 days
Options exercisable, weighted average exercise price (in dollars per share)	$ 4.52
Range One [Member]
Exercise price range, lower limit (in dollars per share)	1.35
Exercise price range, upper limit (in dollars per share)	$ 3.64
Options outstanding, number (in shares) \| shares	4,675,428
Options outstanding, weighted average remaining contractual term (Year)	7 years 5 months 15 days
Options outstanding, weighted average exercise price (in dollars per share)	$ 2.67
Options exercisable (in shares) \| shares	1,896,935
Options exercisable, weighted average remaining contractual term (Year)	4 years 11 months 15 days
Options exercisable, weighted average exercise price (in dollars per share)	$ 2.92
Range Two [Member]
Exercise price range, lower limit (in dollars per share)	4.26
Exercise price range, upper limit (in dollars per share)	$ 7.95
Options outstanding, number (in shares) \| shares	1,250,316
Options outstanding, weighted average remaining contractual term (Year)	6 years 3 months 25 days
Options outstanding, weighted average exercise price (in dollars per share)	$ 6.82
Options exercisable (in shares) \| shares	965,929
Options exercisable, weighted average remaining contractual term (Year)	5 years 10 months 17 days
Options exercisable, weighted average exercise price (in dollars per share)	$ 6.69
Range Three [Member]
Exercise price range, lower limit (in dollars per share)	12.45
Exercise price range, upper limit (in dollars per share)	$ 26.10
Options outstanding, number (in shares) \| shares	31,156
Options outstanding, weighted average remaining contractual term (Year)	6 years 9 months
Options outstanding, weighted average exercise price (in dollars per share)	$ 18.02
Options exercisable (in shares) \| shares	24,558
Options exercisable, weighted average remaining contractual term (Year)	6 years 8 months 15 days
Options exercisable, weighted average exercise price (in dollars per share)	$ 18.19
Range Four [Member]
Exercise price range, lower limit (in dollars per share)	27.00
Exercise price range, upper limit (in dollars per share)	$ 33.00
Options outstanding, number (in shares) \| shares	11,900
Options outstanding, weighted average remaining contractual term (Year)	3 years
Options outstanding, weighted average exercise price (in dollars per share)	$ 27.62
Options exercisable (in shares) \| shares	11,882
Options exercisable, weighted average remaining contractual term (Year)	2 years 11 months 26 days
Options exercisable, weighted average exercise price (in dollars per share)	$ 27.62
Range Five [Member]
Exercise price range, lower limit (in dollars per share)	36.00
Exercise price range, upper limit (in dollars per share)	$ 94.65
Options outstanding, number (in shares) \| shares	8,379
Options outstanding, weighted average remaining contractual term (Year)	5 years 8 months 8 days
Options outstanding, weighted average exercise price (in dollars per share)	$ 45.42
Options exercisable (in shares) \| shares	8,364
Options exercisable, weighted average remaining contractual term (Year)	5 years 8 months 8 days
Options exercisable, weighted average exercise price (in dollars per share)	$ 45.39

Note 16 - Income Taxes (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Deferred Tax Assets, Valuation Allowance, Total	$ 51,437	$ 82,587
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	31,150	26,433
Deferred Tax Assets, Net of Valuation Allowance, Total	284	884
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued, Total	0	0
Research Tax Credit Carryforward [Member]
Tax Credit Carryforward, Amount	119	0
Domestic Tax Authority [Member] \| Internal Revenue Service (IRS) [Member]
Operating Loss Carryforwards, Total	$ 163,395	$ 285,094

Note 16 - Income Taxes - Schedule of Geographical Breakdown of Loss Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
United States	$ (12,260)	$ (63,259)
Other jurisdictions	(10,588)	(18,378)
Loss before income taxes	$ (22,848)	$ (81,637)

- 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
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Note 16 - Income Taxes - Schedule of Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Current tax (benefit) provision:
Federal	$ 0	$ 0
Foreign	(542)	1,619
Total current tax (benefit) provision	(542)	1,619
Deferred tax benefit:
Federal	0	0
Foreign	(165)	(438)
Total deferred tax benefit	(165)	(438)
Total (benefit) provision for income taxes	$ (707)	$ 1,181

- Definition

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

+ References + Details

Note 16 - Income Taxes - Reconciliation of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Loss before income taxes	$ (22,848)	$ (81,637)
Theoretical tax benefit at the statutory rate (21.0% in 2021, 21.0% in 2020)	(4,798)	(17,144)
Differences in jurisdictional tax rates	(350)	(2,817)
Valuation allowance	5,755	12,416
Non-deductible expenses	(266)	8,080
Other	(1,048)	646
Total (benefit) provision for income taxes	(707)	1,181
Net loss	$ (22,141)	$ (82,818)

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

+ References + Details

- Definition

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

+ References

+ Details

Note 16 - Income Taxes - Reconciliation of Income Tax Expense (Benefit) (Details) (Parentheticals)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Statutory Rate	21.00%	21.00%

Note 16 - Income Taxes - Schedule of Components of Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Property and equipment	$ 668	$ 735
Deferred revenue	647	2,065
Allowance for doubtful accounts	3,133	2,670
Intangible assets	(1,543)	(2,554)
Non-deductible expenses	8,694	8,350
Warranty and other reserves	1,159	729
Other	610	114
Loss carryforwards	38,353	71,362
Valuation allowance	(51,437)	(82,587)
Total deferred tax assets	284	884
Deferred tax liabilities:
Deferred revenue	46	811
Total deferred tax liabilities	$ 46	$ 811

Note 16 - Income Taxes - Schedule of Reconciliation of Uncertain Tax Position (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Balance as of the beginning of the year	$ 1,584	$ 1,467
Reduction related to tax positions in prior period	(1,548)
Increases related to tax positions in prior period		57
Increases related to tax positions taken during the current period	0	60
Balance at the end of the year	$ 36	$ 1,584

Note 16 - Income Taxes - Schedule of Tax Effected Amount of Recognized Tax Position (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Balance as of the beginning of the year	$ (478)	$ 0
Increases related to tax positions in prior period	0	(369)
Increase related to tax position taken during the current period	(49)	0
Increase related to interest expense	(36)	(109)
Balance at the end of the year	$ (563)	$ (478)

Note 17 - Segment and Geographic Information (Details Textual) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Number of Reportable Segments	1
Number of Operating Segments	1
Leases [Member]
Sales with Typical Lease Terms (Month)	36 months
System [Member]
Sales with Payment Terms (Month)	12 months
UNITED STATES
Long-Lived Assets	$ 16,090	$ 19,828
Non-US [Member]
Long-Lived Assets	$ 1,972	$ 2,576

Note 17 - Segment and Geographic Information - Schedule of Revenue by Geographic Area (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Total revenue	$ 105,622	$ 78,014
UNITED STATES
Total revenue	53,520	33,987
Non-US [Member]
Total revenue	$ 52,102	$ 44,027

- 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

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+ Details

Note 17 - Segment and Geographic Information - Schedule of Revenue by Type (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Total revenue	$ 105,622	$ 78,014
Leases [Member]
Total revenue	45,094	33,428
System [Member]
Total revenue	43,106	28,957
Product [Member]
Total revenue	13,230	10,858
Service [Member]
Total revenue	$ 4,192	$ 4,771

- Definition

+ References

+ Details

Note 18 - Related Party Transactions (Details Textual) $ / shares in Units, $ in Thousands, $ in Millions					12 Months Ended
	Dec. 15, 2021 USD ($) shares	Mar. 19, 2020 USD ($) $ / shares shares	Mar. 05, 2020 USD ($)	Mar. 05, 2020 SGD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($) shares	Jan. 01, 2021	Mar. 31, 2020	Jan. 01, 2018
Preferred Stock, Convertible, Conversion Ratio	1
Proceeds from Issuance of Private Placement	$ 16,740	$ 20,300
Dividends, Total			$ 289	$ 0.4
Venus Concept Singapore Pte. Ltd (Venus Singapore) [Member]
Disposal Group, Including Discontinued Operation, Percentage of Ownership						55.00%
Senior Officer [Member] \| Technicalbiomed Co., Ltd. (TBC) [Member]
Equity Method Investment, Ownership Percentage							45.00%		30.00%
Technicalbiomed Co., Ltd. (TBC) [Member]
Revenue from Related Parties					$ 537	$ 278
Venus Concept Singapore Pte. Ltd (Venus Singapore) [Member]
Revenue from Related Parties					$ 239	239
Senior Officer [Member]
Dividends, Total			$ 130
Percentage of Dividend Distribution			45.00%	45.00%
The 2020 Private Placement Warrants [Member]
Proceeds from Issuance of Private Placement		$ 4,621
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) \| shares		6,675,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) \| $ / shares		$ 3.50
Series A Preferred Stock [Member]
Preferred Stock, Convertible, Conversion Ratio					1			10
Proceeds from Issuance of Private Placement	4,514	$ 8,063
The 2021 Private Placement [Member]
Proceeds from Issuance of Private Placement	$ 16,999				$ 16,740	0
The 2021 Private Placement [Member] \| Series A Preferred Stock [Member]
Stock Issued During Period, Shares, New Issues (in shares) \| shares	3,790,755
The 2021 Private Placement [Member] \| Certain Investors [Member]
Proceeds from Issuance of Private Placement	$ 16,999	$ 22,250
The 2020 Private Placement [Member]
Proceeds from Issuance of Private Placement					$ 0	$ 20,300
The 2020 Private Placement [Member] \| Conversion of Series A Convertible Preferred Stock To Common Stock [Member]
Conversion of Stock, Shares Converted (in shares) \| shares		660,000
Conversion of Stock, Shares Issued (in shares) \| shares		6,600,000
Common Stock [Member]
Stock Issued During Period, Shares, New Issues (in shares) \| shares						4,245,256
Proceeds from Issuance of Private Placement	$ 12,074	$ 4,052
Common Stock [Member] \| The 2021 Private Placement [Member]
Stock Issued During Period, Shares, New Issues (in shares) \| shares	9,808,418
Common Stock [Member] \| The 2021 Private Placement [Member] \| Certain Investors [Member]
Stock Issued During Period, Shares, New Issues (in shares) \| shares	9,808,418	2,300,000
Preferred Stock [Member] \| Series A Preferred Stock [Member]
Stock Issued During Period, Shares, New Issues (in shares) \| shares						0
Preferred Stock [Member] \| The 2021 Private Placement [Member] \| Certain Investors [Member] \| Series A Preferred Stock [Member]
Stock Issued During Period, Shares, New Issues (in shares) \| shares	3,790,755

Note 19 - Subsequent Events (Details Textual) - The 2019 Plan [Member] - shares	Mar. 24, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in shares)		376,414	124,347
Subsequent Event [Member] \| Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in shares)	356,250