0001104659-22-006593 | S-1 | XBRL Viewer

NET LOSS PER SHARE

12. NET LOSS PER SHARE

Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all common equivalent shares of the Company, including convertible preferred stock, outstanding stock options, to the extent dilutive. Basic and diluted net loss per share was the same for each period presented as the inclusion of all common equivalent shares of the Company outstanding would have been anti-dilutive.

The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock:


	Nine Months Ended September 30,
	2021		2020
Numerator:
Net Loss	$	(38,766)	$	(16,565)
Numerator for Basic and Dilutive EPS – Loss available to common stockholders	$	(38,766)	$	(16,565)
Denominator:
Common Stock		5,229,877		4,630,574
Denominator for Basic and Dilutive EPS – Weighted-average common stock		5,229,877		4,630,574
Basic and dilutive loss per share	$	(7.41)	$	(3.58)

Since the Company was in a net loss position for all periods presented, the basic earnings per share (“EPS”) calculation excludes preferred stock as it does not participate in net losses of the Company. Additionally, net loss per share attributable to common stockholders was the same on a basic and diluted basis, as the inclusion of all common equivalent shares outstanding would have been anti-dilutive. Anti-dilutive common equivalent shares were as follows:


	Nine Months Ended September 30,
	2021	2020
Outstanding options to purchase common stock	23,635,255	6,026,335
Outstanding Hyperfine convertible preferred stock (Series A through D)	109,182,191	67,211,210
Outstanding Liminal convertible preferred stock (Series A-1 and A-2)	57,500,000	—
Total anti-dilutive common equivalent shares	190,317,446	73,237,545

12. NET LOSS PER SHARE

Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all potentially issuable shares of common stock of the Company, including convertible preferred stock, outstanding stock options, to the extent dilutive. Basic and diluted net loss per share was the same for each period presented as the inclusion of all potentially issuable shares of common stock of the Company outstanding would have been anti-dilutive.

The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock:


	2020		2019
Numerator:
Net Loss	$	(23,427)	$	(19,415)
Numerator for Basic and Dilutive EPS – Loss available to common stockholders	$	(23,427)	$	(19,415)
Denominator:
Common Stock		4,651,127		4,486,484
Denominator for Basic and Dilutive EPS – Weighted-average common stock		4,651,127		4,486,484
Basic and dilutive loss per share	$	(5.04)	$	(4.33)

Since the Company was in a net loss position for all periods presented, basic earnings per share (“EPS”) calculation excludes preferred stock as it does not participate in net losses of the Company. Additionally, net loss per share attributable to common stockholders was the same on a basic and diluted basis, as the inclusion of all potential common equivalent shares outstanding would have been anti-dilutive. Anti-dilutive common equivalent shares were as follows:


	2020	2019
Outstanding options to purchase common stock	5,812,150	4,764,571
Outstanding convertible preferred stock (Series A through D)	95,010,858	67,211,210
Total anti-dilutive common equivalent shares	100,823,008	71,975,781

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Schedule of Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consist of the following:


	September 30,		December 31,
	2021		2020
Bonus	$	1,535	$	501
Contracted services		883		456
Legal fees		435		282
Commission		340		—
Other		101		25
Total accrued expenses and other current liabilities	$	3,294	$	1,264

Accrued expenses and other current liabilities consist of the following at December 31:


	2020		2019
Bonus	$	501	$	110
Contracted services		456		152
Legal fees		282		228
Other		25		1
Total accrued expenses and other current liabilities	$	1,264	$	491

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

1 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Dec. 31, 2020

Use of Estimates

The preparation of the condensed consolidated and combined financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions about future events that affect the amounts reported in its condensed consolidated and combined financial statements and accompanying notes. Future events and their effects cannot be determined with certainty. On an ongoing basis, management evaluates these estimates and assumptions. Significant estimates and assumptions included:

Revenue recognition, including determination of the timing and pattern of satisfaction of performance obligations, determination of the standalone selling price (“SSP”) of performance obligations and estimation of variable consideration;

Net realizable value (the selling price as well as estimated costs of disposal and transportation) of inventory, and demand and future use of inventory;

Valuation allowances with respect to deferred tax assets; and

Assumptions underlying the fair value used in calculation of the stock-based compensation.

The Company bases these estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s condensed consolidated and combined financial statements.

Use of Estimates

The preparation of the combined financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions about future events that affect the amounts reported in its combined financial statements and accompanying notes. Future events and their effects cannot be determined with certainty. On an ongoing basis, management evaluates these estimates and assumptions. Significant estimates and assumptions included:

●

Allowance for doubtful accounts;

●

Measurement and allocation of capitalized costs, the net realizable value (the selling price as well as estimated costs of disposal and transportation) of inventory, and demand and future use of inventory;

●

Valuation allowances with respect to deferred tax assets; and

●

Assumptions underlying the fair value used in calculation of the stock-based compensation.

Income Taxes

The Company utilizes the asset and liability method of accounting for income taxes, as set forth in ASC Topic 740, Income Taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities using the enacted statutory tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is established against net deferred tax assets if, based on the weight of available evidence, it is more likely than not that some or all of the net deferred tax assets will not be realized. The Company has recorded a full valuation allowance as of December 31, 2020 and 2019. Based on the available evidence, the Company believes that it is more likely than not that it will be unable to utilize all of its deferred tax assets in the future.

In accordance with the provisions of ASC Topic 740, the Company accrues for the estimated amount of taxes for uncertain tax positions if it is more likely than not that the Company would be required to pay such additional taxes. An uncertain tax position will not be recognized if it has a less than 50% likelihood of being sustained. The Company’s policy is to recognize any interest and penalties related to income taxes in income tax expense in the combined statements of operations and comprehensive loss. The Company’s open tax years subject to examination by the relevant taxing authorities are 2017 through 2019. As of December 31, 2020 and 2019, the Company had no uncertain tax positions.

Net Loss per Common Share

Basic net loss per common share is calculated by dividing the net loss attributed to common stockholders by the weighted average number of common shares outstanding during the period, without consideration of potentially dilutive securities.

Diluted net loss per common share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares plus the common equivalent shares of the period, including any dilutive effect from such shares. The Company’s diluted net loss per common share is the same as basic net loss per common share for all periods presented, since the effect of potentially dilutive securities is anti-dilutive. Refer to Note 12 “Net Loss Per Share” for further discussion.

Recent Accounting Pronouncements

Accounting pronouncements adopted

In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for convertible instruments by removing the separation models for convertible debt with a cash conversion feature and convertible instruments with a beneficial conversion feature. These changes will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that was bifurcated according to previously existing rules. ASU 2020-06 also requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2022, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2024, and interim reporting periods within annual reporting periods beginning January 1, 2024, with early adoption permitted. The Company elected to early adopt this accounting pronouncement on January 1, 2021 and there was no material impact on the Company’s condensed consolidated and combined financial statements and disclosures.

Accounting pronouncements issued but not yet adopted

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) which outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize almost all of their leases on the balance sheet by recording a lease liability and corresponding right- of-use assets. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. As per the latest ASU 2020-05 issued by FASB, entities that have not yet issued or made available for issuance the financial statements as of June 3, 2020 can defer the new guidance for one year. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2020, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2022, and interim reporting periods within annual reporting periods beginning January 1, 2023. The Company is in the process of evaluating the impact that the adoption of this pronouncement will have on the Company’s condensed consolidated and combined financial statements and disclosures.

Improvements to Topic 326, Financial Instruments — Credit Losses.” ASU No. 2016-13 will require entities to estimate lifetime expected credit losses for trade and other receivables, net investments in leases, financing receivables, debt securities and other instruments, which will result in earlier recognition of credit losses. Further, the new credit loss model will affect how entities in all industries estimate their allowance for losses for receivables that are current with respect to their payment terms. ASU No. 2018-19 further clarifies that receivables arising from operating leases are not within the scope of Topic 326. Instead, impairment from receivables of operating leases should be accounted for in accordance with Topic 842, Leases. As per the latest ASU 2020-02, the FASB deferred the timelines for certain small public and private entities, thus the new guidance will be adopted by the Company for the annual reporting period beginning January 1, 2023, including interim periods within that annual reporting period. The standard will apply as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is in the process of evaluating the impact that the adoption of this pronouncement will have on the Company’s condensed consolidated and combined financial statements and disclosures.

In August 2018, the FASB issued ASU No. 2018-15, Intangibles — Goodwill and Other — Internal-Use Software Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The guidance requires certain costs incurred during the application development stage to be capitalized and other costs incurred during the preliminary project and post-implementation stages to be expensed as they are incurred. Capitalized implementation costs related to a hosting arrangement that is a service contract will be amortized over the term of the hosting arrangement, beginning when the module or component of the hosting arrangement is ready for its intended use. A customer’s accounting for the hosting component of the arrangement is not affected. This new guidance will be effective for the Company for the annual reporting period beginning January 1, 2021 and interim periods beginning January 1, 2022. The Company is in the process of evaluating the impact that the adoption of this pronouncement will have on the Company’s condensed consolidated and combined financial statements and disclosures.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and improves consistent application of and simplifies U.S. GAAP for other areas of Topic 740 by clarifying existing guidance. For the Company, this ASU is effective for fiscal years beginning after January 1, 2022, and interim periods within those fiscal years beginning after January 1, 2023. Early adoption is permitted. The Company is in the process of evaluating the impact that the adoption of this pronouncement will have on the Company’s condensed consolidated and combined financial statements and disclosures.

Recent Accounting Pronouncements

Accounting pronouncements adopted

In June 2018, the FASB issued ASU 2018-07, Compensation — Stock Compensation (Topic 718). The amendments in this update expand the scope of Topic 718 (“ASC 718”) to include share-based payments to nonemployees. An entity is required to apply the requirements of ASC 718 to nonemployee awards except for specific guidance related to option pricing models and the attribution of cost. The Company adopted such guidance on January 1, 2020 and there was no material effect of adoption on the combined financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (“Topic 820”), which modifies, removes and adds certain disclosure requirements on fair value measurements. The new guidance will be required for the Company for the annual reporting period beginning January 1, 2020 and interim periods within that fiscal year. The Company adopted this guidance on January 1, 2020 and there was no material effect of adoption on the combined financial statements.

Accounting pronouncements issued but not yet adopted

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) which outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize almost all their leases on the balance sheet by recording a lease liability and corresponding right-of- use assets. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. As per the latest ASU 2020-05 issued by FASB, entities who have not yet issued or made available for issuance the combined financial statements as of June 3, 2020 can defer the new guidance for one year. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2020, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2022, and interim reporting periods within annual reporting periods beginning January 1, 2023. The Company is in the process of evaluating the impact that the adoption of this pronouncement will have on the Company’s combined financial statements and disclosures.

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which was subsequently amended in November 2018 through ASU No. 2018-19, “Codification Improvements to Topic 326, Financial Instruments — Credit Losses.” ASU No. 2016-13 will require entities to estimate lifetime expected credit losses for trade and other receivables, net investments in leases, financing receivables, debt securities and other instruments, which will result in earlier recognition of credit losses. Further, the new credit loss model will affect how entities in all industries estimate their allowance for losses for receivables that are current with respect to their payment terms. ASU No. 2018-19

further clarifies that receivables arising from operating leases are not within the scope of Topic 326. Instead, impairment from receivables of operating leases should be accounted for in accordance with Topic 842, Leases. As per the latest ASU 2020-02, FASB deferred the timelines for certain small public and private entities, thus the new guidance will be adopted by the Company for the annual reporting period beginning January 1, 2023, including interim periods within that annual reporting period. The standard will apply as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is in the process of evaluating the impact that the adoption of this pronouncement will have on the Company’s combined financial statements and disclosures.

In August 2018, the FASB issued ASU No. 2018-15, Intangibles — Goodwill and Other — Internal-Use Software Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The guidance requires certain costs incurred during the application development stage to be capitalized and other costs incurred during the preliminary project and post-implementation stages to be expensed as they are incurred. Capitalized implementation costs related to a hosting arrangement that is a service contract will be amortized over the term of the hosting arrangement, beginning when the module or component of the hosting arrangement is ready for its intended use. A customer’s accounting for the hosting component of the arrangement is not affected. This new guidance will be effective for the Company for annual reporting period beginning January 1, 2021 and interim periods beginning January 1, 2022. The Company is in the process of evaluating the impact that the adoption of this pronouncement will have on the Company’s combined financial statements and disclosures.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and improves consistent application of and simplifies US GAAP for other areas of Topic 740 by clarifying existing guidance. For the Company, this ASU is effective for fiscal years beginning after January 1, 2022, and interim periods within those fiscal years beginning after January 1, 2023 Early adoption is permitted. The Company is in the process of evaluating the impact that the adoption of this pronouncement will have on the Company’s combined financial statements and disclosures.

In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for convertible instruments by removing the separation models for convertible debt with a cash conversion feature and convertible instruments with a beneficial conversion feature. These changes will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that was bifurcated according to previously existing rules. ASU 2020-06 also requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2022, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2024, and interim reporting periods within annual reporting periods beginning January 1, 2024, with early adoption permitted. The Company elected to early adopt this accounting pronouncement for the fiscal year beginning January 1, 2021 and is currently in the process of evaluating the impact that the adoption of this pronouncement will have on the Company’s combined financial statements and disclosures.

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Use of Estimates

The preparation of the condensed 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 at the date of the financial statements and the reported amounts of expenses during the reporting period.

Deferred Offering Costs

Deferred offering costs consisted of legal, accounting and other expenses incurred through the balance sheet date that were directly related to the Initial Public Offering. On January 29, 2021, offering costs amounting to $11,928,907 were charged to Shareholders’ equity upon the completion of the Initial Public Offering (see Note 1). As of December 31, 2020, there were $304,412 of deferred offering costs recorded in the accompanying balance sheet.

Offering Costs

Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $11,928,907 were initially charged to permanent and temporary shareholders’ equity upon the completion of the Initial Public Offering. The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees that are related to the IPO. Accordingly, on January 29, 2021, offering costs totaling $11,928,907 (consisting of $4,140,000 of underwriters’ fees, $7,245,000 in deferred underwriters’ discount, and $543,907 other offering expenses) have been allocated to the Initial Public Offering Shares based on a relative fair value basis compared to total proceeds received. Offering costs associated with the Class A ordinary shares issued were charged to temporary equity.

The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.

Income Taxes

benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Fair Value of Financial Instruments

Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 675,000 Class B ordinary shares that are subject to forfeiture by the Sponsor if the over-allotment option is not exercised by the underwriter (see Note 5). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.

Net Loss Per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. The remeasurement adjustment associated with the redeemable Class A ordinary shares is excluded from loss per ordinary share as the redemption value approximates fair value.

The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2021						2021
	Class A Redeemable		Class A Nonredeemable		Class B		Class A Redeemable		Class A Nonredeemable		Class B
Basic and diluted net loss per ordinary share
Numerator:
Allocation of net loss, as adjusted	$	(701,555)	$	(20,809)	$	(175,389)	$	(1,899,973)	$	(56,357)	$	(524,084)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		20,700,000		614,000		5,175,000		18,501,099		548,777		5,103,297
Basic and diluted net loss per ordinary share	$	(0.03)	$	(0.03)	$	(0.03)	$	(0.10)	$	(0.10)	$	(0.10)

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature.

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Recent Accounting Standards

In August 2020, the FASB issued ASU No. 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity

contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. We adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on our financial statements.

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=116657188&loc=SL116659661-227067

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=84230637&loc=d3e32639-109319

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 45
-Paragraph 28
-URI http://asc.fasb.org/extlink&oid=120406818&loc=d3e32280-109318

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=84230637&loc=d3e32809-109319

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

ORGANIZATION AND DESCRIPTION OF BUSINESS

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

ORGANIZATION AND DESCRIPTION OF BUSINESS

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Hyperfine, Inc. (together with its subsidiary, as applicable, “Hyperfine”) and Liminal Sciences, Inc. (“Liminal”) (collectively referred as “the Company”) are Delaware corporations. Hyperfine was incorporated under the laws of the State of Delaware on February 25, 2014 under the name “Hyperfine Research, Inc.” On May 25, 2021, the name of the corporation was changed to “Hyperfine, Inc.” Liminal was incorporated under the laws of the State of Delaware on September 21, 2018 under the name “EpilepsyCo Inc.” On July 20, 2020, the name of the corporation was changed to “Liminal Sciences, Inc.”

As of December 31, 2020, Liminal was a wholly owned subsidiary of 4Bionics, LLC (“4Bionics”). On April 2, 2021, 4Bionics executed a plan of liquidation and dissolution. Its ownership in Liminal was distributed to its members and to the holders of incentive units.

The Company is focused on creating devices capable of non-invasive medical imaging and is making systems that are low cost and can make imaging available wherever and whenever it is needed. Having received U.S. Food and Drug Administration (“FDA”) approval in 2020, Hyperfine is the first to bring a low cost, point-of-care magnetic resonance imaging (MRI) machine to market. All of the Company’s revenue to date has been generated from sales of this machine and related services. Additionally, Liminal is in the process of developing a device to non-invasively measure key vital signs in the brain to enable unprecedented access to dramatically improve patient outcomes. Liminal is in the early research and development stage and has not generated any revenue to date.

On July 7, 2021, Hyperfine and Liminal entered into a business combination agreement (the “Business Combination Agreement”) with HealthCor Catalio Acquisition Corp. (“HealthCor”), a special purpose acquisition company. Pursuant to the Business Combination Agreement, among other things: (i) HealthCor will change its jurisdiction of incorporation from the Cayman Islands to Delaware and change its name to “Hyperfine, Inc.” (“New Hyperfine”) and (ii) each of Hyperfine and Liminal will merge with and into separate wholly owned subsidiaries of HealthCor and survive their respective mergers (the “Mergers”) as wholly owned subsidiaries of New Hyperfine (collectively referred as “Business Combination”). The shares of Hyperfine and Liminal capital stock (other than shares of Hyperfine Series A preferred stock, shares of Liminal Series A-1 preferred stock and any shares of Hyperfine or Liminal capital stock held prior to the effective time of the Mergers (the “Effective Time”) as treasury stock) issued and outstanding as of immediately prior to the Effective Time will be automatically cancelled and converted into the right to receive shares of New Hyperfine Class A common stock based on the applicable exchange ratios, as defined in the Business Combination Agreement, to be finalized prior to the closing of the Business Combination. The shares of Hyperfine Series A preferred stock and Liminal Series A-1 preferred stock issued and outstanding as of immediately prior to the Effective Time of the Business Combination will be automatically cancelled and converted into the right to receive shares of New Hyperfine Class B common stock based on the applicable exchange ratios, as defined in the Business Combination Agreement. Also at the Effective Time, each option to purchase shares of Hyperfine or Liminal common stock, whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective Time will be assumed by New Hyperfine and will become an option (vested or unvested, as applicable) to purchase a number of shares of New Hyperfine Class A common stock at an exercise price based on the applicable exchange ratios, and each Hyperfine or Liminal restricted stock unit outstanding immediately prior to the Effective Time will be assumed by New Hyperfine and will become a restricted stock unit with respect to a number of shares of New Hyperfine Class A common stock based on the applicable exchange ratios. The proposed Business Combination is expected to be completed in the fourth quarter of 2021, subject to, among other things, the approval by HealthCor’s shareholders, and other customary closing conditions as further described in the Business Combination Agreement. There is no assurance that the Business Combination will be consummated.

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Hyperfine, Inc. (“Hyperfine”) and Liminal Sciences, Inc. (“Liminal”) (collectively referred as “the Company”) are Delaware corporations. Hyperfine was incorporated under the laws of the State of Delaware on February 25, 2014 under the name “Hyperfine Research, Inc.” On May 25, 2021, the name of the corporation was changed to “Hyperfine, Inc.” Liminal was incorporated under the laws of the State of Delaware on September 21, 2018 under the name “EpilepsyCo Inc.” On July 20, 2020, the name of the corporation was changed to “Liminal Sciences, Inc.”.

The Company is focused on creating devices capable of non-invasive medical imaging and is making systems that are low cost and can make imaging available wherever and whenever it is needed. Having received FDA approval in 2020, Hyperfine is the first to bring a low cost, point-of-care magnetic resonance imaging (MRI) machine to market. All of the Company’s revenue to date has been generated from sales of this machine and related services. Additionally, Liminal is in the process of developing a device to non- invasively measure key vital signs in the brain to enable unprecedented access to dramatically improve patient outcomes. Liminal is in the early research and development stage and has not generated any revenue to date.

CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT - USD ($)	Hyperfine Common stock Hyperfine Common stock	Hyperfine Common stock	Liminal Common stock Liminal Common stock	Liminal Common stock	Additional Paid-in Capital	Accumulated Deficit	Hyperfine Convertible Preferred Stock	Liminal Convertible Preferred Stock	Total
Balance at the beginning at Dec. 31, 2018							$ 67,211,210
Balance at the beginning (in shares) at Dec. 31, 2018							68,646,000
Balance at the end at Dec. 31, 2019							$ 68,646,000	$ 0	$ 68,646,000
Balance at the end (in shares) at Dec. 31, 2019							67,211,210	0
Balance at the beginning at Dec. 31, 2018					$ 1,546,000	$ (28,627,000)			(27,081,000)
Balance at the beginning (in shares) at Dec. 31, 2018		4,435,136		1,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income(loss)						(19,415,000)			(19,415,000)
Investment from 4Bionics, LLC					5,700,000				5,700,000
Exercise of stock options					36,000				36,000
Exercise of stock options (in shares)		170,163
Stock-based compensation expense					896,000				896,000
Balance at the end at Dec. 31, 2019	$ 0		$ 0		8,178,000	(48,042,000)			(39,864,000)
Balance at the end (in shares) at Dec. 31, 2019	4,605,299	4,605,299	1,000	1,000
Balance at the end at Sep. 30, 2020							$ 68,646,000	$ 0
Balance at the end (in shares) at Sep. 30, 2020							67,211,210
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income(loss)	$ 0		$ 0		0	(16,565,000)	$ 0	0	(16,565,000)
Investment from 4Bionics, LLC	0		0		500,000	0	0	0	500,000
Exercise of stock options	$ 0		0		64,000	0	0	0	64,000
Exercise of stock options (in shares)	90,341
Stock-based compensation expense	$ 0		0		857,000	0	0	$ 0	857,000
Balance at the end at Sep. 30, 2020	$ 0		$ 0		9,599,000	(64,607,000)			(55,008,000)
Balance at the end (in shares) at Sep. 30, 2020	4,695,640		1,000					0
Balance at the beginning at Dec. 31, 2019							$ 68,646,000	$ 0	68,646,000
Balance at the beginning (in shares) at Dec. 31, 2019							67,211,210	0
Convertible preferred stock
Issuance of Series D convertible preferred stock, net of issuance costs							$ 59,640,000
Issuance of Series D convertible preferred stock, net of issuance costs (in shares)							27,799,648
Balance at the end at Dec. 31, 2020							$ 128,286,000	$ 0	128,286,000
Balance at the end (in shares) at Dec. 31, 2020							95,010,858	0
Balance at the beginning at Dec. 31, 2019	$ 0		$ 0		8,178,000	(48,042,000)			(39,864,000)
Balance at the beginning (in shares) at Dec. 31, 2019	4,605,299	4,605,299	1,000	1,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income(loss)						(23,427,000)			(23,427,000)
Investment from 4Bionics, LLC					1,000,000				1,000,000
Exercise of stock options					120,000				120,000
Exercise of stock options (in shares)		206,784
Stock-based compensation expense					1,117,000				1,117,000
Balance at the end at Dec. 31, 2020	$ 0		$ 0		10,415,000	(71,469,000)			(61,054,000)
Balance at the end (in shares) at Dec. 31, 2020	4,812,083	4,812,083	1,000	1,000
Balance at the end at Dec. 31, 2020							$ 128,286,000	$ 0	128,286,000
Balance at the end (in shares) at Dec. 31, 2020							95,010,858	0
Balance at the end at Dec. 31, 2020	$ 0		$ 0		10,415,000	(71,469,000)			(61,054,000)
Balance at the end (in shares) at Dec. 31, 2020	4,812,083	4,812,083	1,000	1,000
Balance at the beginning at Dec. 31, 2020							$ 128,286,000	$ 0	128,286,000
Balance at the beginning (in shares) at Dec. 31, 2020							95,010,858	0
Convertible preferred stock
Issuance of Series D convertible preferred stock, net of issuance costs	$ 0		$ 0		0	0	$ 30,461,000	$ 0	0
Issuance of Series D convertible preferred stock, net of issuance costs (in shares)							14,171,333
Balance at the end at Sep. 30, 2021							$ 158,747,000	$ 9,350,000
Balance at the end (in shares) at Sep. 30, 2021							109,182,191	57,500,000
Balance at the beginning at Dec. 31, 2020	$ 0		$ 0		10,415,000	(71,469,000)			(61,054,000)
Balance at the beginning (in shares) at Dec. 31, 2020	4,812,083	4,812,083	1,000	1,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income(loss)	$ 0		$ 0		0	(38,766,000)	$ 0	$ 0	(38,766,000)
Investment from 4Bionics, LLC	0		0		3,516,000	0	0	0	3,516,000
Conversion of Liminal Common stock	0		$ 0		(9,350,000)	0	0	$ 9,350,000	(9,350,000)
Conversion Of Liminal Common Stock (in shares)			1,000
Conversion of Liminal Common stock (in shares)								57,500,000
Exercise of stock options	$ 1,000		$ 0		1,461,000	0	0	$ 0	1,462,000
Exercise of stock options (in shares)	1,690,990
Stock-based compensation expense	$ 0		0		3,131,000	0	0	0	3,131,000
Balance at the end at Sep. 30, 2021	$ 1,000		$ 0		9,173,000	(110,235,000)			(101,061,000)
Balance at the end (in shares) at Sep. 30, 2021	6,503,073		0
Balance at the end at Sep. 30, 2021							$ 158,747,000	$ 9,350,000
Balance at the end (in shares) at Sep. 30, 2021							109,182,191	57,500,000
Balance at the end at Sep. 30, 2021	$ 1,000		$ 0		$ 9,173,000	$ (110,235,000)			$ (101,061,000)
Balance at the end (in shares) at Sep. 30, 2021	6,503,073		0

RELATED PARTY TRANSACTIONS (Details) $ in Thousands		1 Months Ended	9 Months Ended		12 Months Ended
RELATED PARTY TRANSACTIONS (Details) $ in Thousands	Jan. 11, 2022 USD ($)	Jan. 31, 2018 USD ($)	Sep. 30, 2021 USD ($) subsidiary	Sep. 30, 2020 USD ($)	Dec. 31, 2020 USD ($) subsidiary	Dec. 31, 2019 USD ($)
Related Party Transaction [Line Items]
Stock-based compensation expense			$ 3,131	$ 857	$ 1,117	$ 896
Promissory Note with one of the employees		$ 90
Interest rate of the Note		1.68%
Interest receivable from the Note			0		2	2
interest income			0	0	2	2
Prepaid advances			1,086		1,244	1,470
Due from related parties			13		1,465	683
Due from related parties for payments made on behalf of the other entities					30
Subsequent Event \| Scenario Forecast
Related Party Transaction [Line Items]
Promissory Note with one of the employees will be forgiven	$ 90
ARTSA
Related Party Transaction [Line Items]
Due to related parties for payments paid on their behalf			112		124	105
Due from related parties for payments made on behalf of the other entities			13		30	18
4C
Related Party Transaction [Line Items]
Payments for rent			103	76	113	107
Prepaid advances			996		1,154	1,380
Expenses incurred			3,354	1,498	2,160	2,812
Due from related parties			0		1,496	665
Due to related parties for payments paid on their behalf					11	3
Liminal \| Allocation of Expense Incurred
Related Party Transaction [Line Items]
Expenses allocated			$ 10	$ 7	$ 64	$ 8
Four Bionics
Related Party Transaction [Line Items]
Number of subsidiaries \| subsidiary			3		3

CONVERTIBLE PREFERRED STOCK - Authorized, issued and outstanding Convertible Preferred Stock (Details) - USD ($)	9 Months Ended		12 Months Ended				21 Months Ended	84 Months Ended	93 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2017	Dec. 31, 2014	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2021	Dec. 31, 2018
Temporary Equity [Line Items]
Total Proceeds or Exchange Value	$ 0	$ 1,067,000	$ 1,067,000	$ 1,000,000
Issuance Costs	$ 7,000	$ 0	129,000
Class A ordinary shares subject to possible redemption 20,700,000 and no shares at redemption value as of September 30, 2021 and December 31, 2020, respectivelyClass A ordinary shares subject to possible redemption 20,700,000 and no shares at redemption value as of September 30, 2021 and December 31, 2020, respectively			$ 128,286,000	$ 68,646,000				$ 128,286,000
Hyperfine Convertible Preferred Stock
Temporary Equity [Line Items]
Shares Authorized	129,788,828		129,788,828	67,539,894			129,788,828	129,788,828	129,788,828
Shares issued	109,182,191		95,010,858	67,211,210			109,182,191	95,010,858	109,182,191
Shares outstanding	109,182,191	67,211,210	95,010,858	67,211,210			109,182,191	95,010,858	109,182,191	68,646,000
Issuance Costs								$ 365,000	$ 372,000
Class A ordinary shares subject to possible redemption 20,700,000 and no shares at redemption value as of September 30, 2021 and December 31, 2020, respectivelyClass A ordinary shares subject to possible redemption 20,700,000 and no shares at redemption value as of September 30, 2021 and December 31, 2020, respectively	$ 158,747,000	$ 68,646,000	$ 128,286,000	$ 68,646,000			$ 158,747,000	$ 128,286,000	$ 158,747,000	$ 67,211,210
Series A
Temporary Equity [Line Items]
Issuance price per share			$ 0.04	$ 0.04		$ 0.04		$ 0.04
Shares Authorized			25,000,000	25,000,000		25,000,000		25,000,000
Shares issued			25,000,000	25,000,000		25,000,000		25,000,000
Shares outstanding			25,000,000	25,000,000				25,000,000
Total Proceeds or Exchange Value			$ 1,000,000	$ 1,000,000
Issuance Costs			2,000	2,000		$ 2,000
Class A ordinary shares subject to possible redemption 20,700,000 and no shares at redemption value as of September 30, 2021 and December 31, 2020, respectivelyClass A ordinary shares subject to possible redemption 20,700,000 and no shares at redemption value as of September 30, 2021 and December 31, 2020, respectively			$ 999,000	$ 999,000		$ 998,000		$ 999,000
Initial Liquidation Price per share			$ 0.80	$ 0.80		$ 0.80		$ 0.80
Series B
Temporary Equity [Line Items]
Issuance price per share			$ 0.80	$ 0.80	$ 0.80			$ 0.80
Shares Authorized			10,625,000	10,625,000	10,625,000			10,625,000
Shares issued			10,625,000	10,625,000	10,625,000			10,625,000
Shares outstanding			10,625,000	10,625,000				10,625,000
Total Proceeds or Exchange Value			$ 8,500,000	$ 8,500,000
Class A ordinary shares subject to possible redemption 20,700,000 and no shares at redemption value as of September 30, 2021 and December 31, 2020, respectivelyClass A ordinary shares subject to possible redemption 20,700,000 and no shares at redemption value as of September 30, 2021 and December 31, 2020, respectively			$ 8,500,000	$ 8,500,000	$ 8,500,000			$ 8,500,000
Initial Liquidation Price per share			$ 0.80	$ 0.80	$ 0.80			$ 0.80
Series C
Temporary Equity [Line Items]
Issuance price per share			$ 1.88	$ 1.88	$ 1.88			$ 1.88
Shares Authorized			31,586,210	31,914,894	31,586,210			31,586,210
Shares issued			31,586,210	31,586,210	31,586,210			31,586,210
Shares outstanding			31,586,210	31,586,210				31,586,210
Total Proceeds or Exchange Value			$ 59,382,000	$ 59,382,000
Issuance Costs			234,000	234,000	$ 234,000
Class A ordinary shares subject to possible redemption 20,700,000 and no shares at redemption value as of September 30, 2021 and December 31, 2020, respectivelyClass A ordinary shares subject to possible redemption 20,700,000 and no shares at redemption value as of September 30, 2021 and December 31, 2020, respectively			$ 59,148,000	$ 59,148,000	$ 59,148,000			$ 59,148,000
Initial Liquidation Price per share			$ 1.88	$ 1.88	$ 1.88			$ 1.88
Series D
Temporary Equity [Line Items]
Issuance price per share	$ 2.15		$ 2.15				$ 2.15	$ 2.15	$ 2.15
Shares Authorized	62,577,618		62,577,618				62,577,618	62,577,618	62,577,618
Shares issued	41,970,981		27,799,648				41,970,981	27,799,648	41,970,981
Shares outstanding			27,799,648					27,799,648
Total Proceeds or Exchange Value			$ 59,769,000
Issuance Costs			129,000				$ 136,000
Class A ordinary shares subject to possible redemption 20,700,000 and no shares at redemption value as of September 30, 2021 and December 31, 2020, respectivelyClass A ordinary shares subject to possible redemption 20,700,000 and no shares at redemption value as of September 30, 2021 and December 31, 2020, respectively	$ 90,101,000		$ 59,640,000				$ 90,101,000	$ 59,640,000	$ 90,101,000
Initial Liquidation Price per share	$ 2.15		$ 2.15				$ 2.15	$ 2.15	$ 2.15

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Combination

The accompanying condensed consolidated and combined financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated and combined financial statements include the accounts of Hyperfine and Liminal which are under common control because affiliates of the founder of Hyperfine and Liminal directly or indirectly hold more than 50% of the voting ownership interest of each entity. All intercompany transactions and balances have been eliminated.

These condensed consolidated and combined financial statements should be read in conjunction with the financial statements and notes included in the Company’s audited combined financial statements as of and for the years ended December 31, 2020 and 2019. The condensed consolidated and combined balance sheet as of December 31, 2020 included herein was derived from the audited combined financial statements as of that date, but does not include all disclosures, including certain notes required by U.S. GAAP, on an annual reporting basis.

In the opinion of management, the accompanying condensed consolidated and combined financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods. The results for the nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for any subsequent quarter, the year ending December 31, 2021, or any other period.

Except as described elsewhere in this Note 2 under the heading “Recent Accounting Pronouncements”, there have been no material changes to the Company’s significant accounting policies as described in the audited combined financial statements as of December 31, 2020 and 2019.

COVID-19 Outbreak

The recent outbreak of the novel coronavirus (“COVID-19”), which was declared a pandemic by the World Health Organization on March 11, 2020 and declared a National Emergency by the President of the United States on March 13, 2020, has led to adverse impacts on the U.S. and global economies and created uncertainty regarding potential impacts on the Company’s operating results, financial condition and cash flows. The COVID-19 pandemic has had, and is expected to continue to have, an adverse impact on the Company’s operations, particularly as a result of preventive and precautionary measures that the Company, other businesses, and governments are taking. Governmental mandates related to COVID-19 or other infectious diseases, or public health crises, have impacted, and the Company expects them to continue to impact, its personnel and personnel at third-party manufacturing facilities in the United States and other countries, and the availability or cost of materials, which could disrupt or delay the Company’s receipt of instruments, components and supplies from the third parties the Company relies on to, among other things, produce its products. The COVID-19 pandemic has also had an adverse effect on the Company’s ability to attract, recruit, interview and hire at the pace the Company would typically expect to support its rapidly expanding operations. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including expenses and research and development costs, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain or address the COVID-19 pandemic, as well as its economic impacts.

In adjusting to the COVID-19 market and manufacturing conditions, the Company did not have to materially adjust its existing resource allocation or its factors of production. The Company has not incurred any significant impairment losses in the carrying values of its assets as a result of the COVID-19 pandemic and is not aware of any specific related event or circumstance that would require the Company to revise its estimates reflected in its condensed consolidated and combined financial statements.

The estimates of the impact on the Company’s business may change based on new information that may emerge concerning COVID-19 and the actions to contain it or address its impact and the economic impact on local, regional, national and international markets. While the Company is unable to predict the full impact that the COVID-19 pandemic will have on its future results of operations, liquidity and financial condition due to numerous uncertainties, including the duration of the pandemic, and the actions that may be taken by government authorities across the United States and elsewhere, it is not expected to result in any significant changes in costs going forward.

Liquidity and Going Concern

Since its inception, the Company has funded its operations primarily with proceeds from the sale of convertible preferred stock. The Company started to generate revenue during the year ended December 31, 2020 in the amount of $294 and has revenue for the nine months ended September 30, 2021 of $1,060. The Company has funded its operations primarily with proceeds from the issuance of capital to private investors. As a result, the Company has incurred a significant cash burn and recurring net losses since its inception, which includes a net loss of $38,766 and $16,565 for the nine months ended September 30, 2021 and 2020, respectively, and an accumulated deficit of $110,235 and $71,469 as of September 30, 2021 and December 31, 2020, respectively. The Company expects to continue to incur a significant cash burn and recurring net losses for the foreseeable future until such time that the Company

can generate enough gross profit through increasing its product sales to cover all of its operating expenses on its existing product and successfully commercialize its products that are currently under development. However, the Company can provide no assurance that such products will be successfully developed and commercialized in the future.

Management anticipates the Company will be able to raise additional capital needed to sustain the Company’s operations and meet its obligations as they become due over the next twelve months upon consummation of the proposed Business Combination with HealthCor (See Note 1). However, the Company can provide no assurance the proposed Business Combination will be successfully consummated, or that enough capital will be received to fund the Company’s operations over the next twelve months. If the proposed Business Combination is not successfully consummated or enough capital received, the Company will have to seek other sources of capital, or pursue other strategic alternatives, which could include, among other things, a significant reduction in the Company’s current cost structure, a significant reduction in the Company’s product development strategy, a sale of the Company, or a filing of insolvency or cessation of the Company’s operations.

Management believes these uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed consolidated and combined financial statements have been prepared on the basis that the Company will continue to operate as a going concern, which contemplates that the Company will be able to realize assets and settle liabilities and commitments in the normal course of business for the foreseeable future. Accordingly, the accompanying condensed consolidated and combined financial statements do not include any adjustments that may result from the outcome of these uncertainties.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents. At September 30, 2021 and December 31, 2020, substantially all the Company’s cash and cash equivalents were invested in money market accounts at one financial institution. The Company also maintains balances in various operating accounts above federally insured limits. The Company has not experienced any losses on such accounts and does not believe it is exposed to any significant credit risk on cash and cash equivalents.

Significant customers are those that represent more than 10% of the Company’s total revenues or gross accounts receivable balances for the periods and as of each balance sheet date presented. For each significant customer, revenue as a percentage of total revenues and gross accounts receivable as a percentage of total gross accounts receivable were as follows:


	Revenue				Accounts receivable
	For the nine months ended		For the nine months ended		As of		As of
	September 30, 2021		September 30, 2020		September 30, 2021		December 31, 2020
Customer A	11	%	0	%	6	%	0	%
Customer B	10	%	60	%	16	%	0	%
Customer C	10	%	0	%	0	%	0	%
Customer D	6	%	0	%	12	%	0	%
Customer E	6	%	0	%	12	%	0	%
Customer F	5	%	0	%	27	%	0	%
Customer G	3	%	0	%	0	%	53	%
Customer H	1	%	40	%	0	%	32	%

The Company utilizes a single exclusive manufacturer for its MRI machine. Additionally, the Company purchases spare parts from this manufacturer.

Segment Information

The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer (“CEO”). Hyperfine and Liminal represent two operating segments. Given the similar qualitative and economic characteristics of the two operating segments, such that both are focused upon the development and commercialization of existing and new products and services, Hyperfine and Liminal are aggregated into one reporting segment. All of the Company’s long-lived assets are located in the United States. All of the revenues were earned in the United States. Since the Company is aggregated into a single operating segment, all required financial segment information is provided in the condensed consolidated and combined financial statements.

Use of Estimates

Net realizable value (the selling price as well as estimated costs of disposal and transportation) of inventory, and demand and future use of inventory;

Valuation allowances with respect to deferred tax assets; and

Assumptions underlying the fair value used in calculation of the stock-based compensation.

Recent Accounting Pronouncements

Accounting pronouncements adopted

Accounting pronouncements issued but not yet adopted

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Combination

The accompanying combined financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). The combined financial statements include the accounts of Hyperfine and Liminal which are under common control because the affiliates of the founder of Hyperfine and Liminal directly or indirectly hold more than 50% of the voting ownership interest of each entity. All intercompany transactions and balances have been eliminated.

COVID-19 Outbreak

The estimates of the impact on the Company’s business may change based on new information that may emerge concerning COVID-19 and the actions to contain it or treat its impact and the economic impact on local, regional, national and international markets. While the Company is unable to predict the full impact that the COVID-19 pandemic will have on its future results of operations, liquidity and financial condition due to numerous uncertainties, including the duration of the pandemic, and the actions that may be taken by government authorities across the United States and elsewhere, it is not expected to result in any significant changes in costs going forward.

Liquidity and Going Concern

Since its inception, the Company has funded its operations primarily with proceeds from the sale of convertible preferred stock. The Company started to generate revenue during the year ended December 31, 2020 in the amount of $294. The Company has funded its operations primarily with proceeds from the issuance of capital to private investors. As a result, the Company has incurred a significant cash burn and recurring net losses since its inception, which includes a net loss of $23,427 and $19,415 for the years ended December 31, 2020 and 2019, respectively, and an accumulated deficit of $71,469 and $48,042, as of December 31, 2020 and 2019, respectively. The Company expects to continue to incur a significant cash burn and recurring net losses for the foreseeable future until such time that the Company can improve the gross margin on its existing product and successfully commercialize its products that are currently under development. However, the Company can provide no assurance that such products will be successfully developed and commercialized in the future.

Management anticipates the Company will be able to raise additional capital needed to sustain the Company’s operations and meet its obligations as they become due over the next twelve months upon consummation of the proposed business combination with HealthCor Catalio Acquisition Corp. (“HealthCor”) (See Note 16). However, the Company can provide no assurance the proposed business combination will be successfully consummated, or that enough capital will be received to fund the Company’s operations over the next twelve months. If the proposed business combination is not successfully consummated or enough capital received, the Company will have to seek other sources of capital, or pursue other strategic alternatives, which could include, among other things, a significant reduction in the Company’s current cost structure, a significant reduction in the Company’s product development strategy, a sale of the Company, or a filing of insolvency or cessation of the Company’s operations.

Management believes these uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying combined financial statements have been prepared on the basis that the Company will continue to operate as a going concern, which contemplates that the Company will be able to realize assets and settle liabilities and commitments in the normal course of business for the foreseeable future. Accordingly, the accompanying combined financial statements do not include any adjustments that may result from the outcome of these uncertainties.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents. At December 31, 2020 and 2019, substantially all the Company’s cash and cash equivalents were invested in money market accounts at one financial institution. The Company also maintains balances in various operating accounts above federally insured limits. The Company has not experienced any losses on such accounts and does not believe it is exposed to any significant credit risk on cash and cash equivalents.


	Revenue		Accounts receivable
	For the year ended		As of
	December 31, 2020		December 31, 2020
Customer A	21	%	4	%
Customer B	21	%	0	%
Customer C	20	%	53	%
Customer D	14	%	32	%
Customer E	11	%	0	%

The Company utilizes a single exclusive manufacturer for its MRI machine. Additionally, the Company purchases spare parts from this manufacturer.

Segment Information

The Company’s Chief Operating Decision Maker (“CODM”) is its Executive Vice Chairman and founder. Hyperfine and Liminal represent two operating segments. Given the similar qualitative and economic characteristics of the two operating segments, such that both are focused upon the development and commercialization of existing and new products and services, Hyperfine and Liminal are aggregated into one reporting segment. All of the Company’s long-lived assets are located in the United States. All of the revenues were earned in the United States. Since the Company is aggregated into a single operating segment, all required financial segment information can be found in the combined financial statements.

Use of Estimates

●

Allowance for doubtful accounts;

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Valuation allowances with respect to deferred tax assets; and

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Assumptions underlying the fair value used in calculation of the stock-based compensation.

Cash and Cash Equivalents

All highly liquid investments purchased with a maturity of three months or less are cash equivalents. At December 31, 2020 and 2019, cash and cash equivalents consist principally of cash and money market accounts.

Restricted Cash

Restricted cash balance represents funds received as part of grant funding and restricted in use to the purpose of the funding. For details, see the Note 2. Summary of significant accounting policies (Grant Funding) and Note 15. Commitments and contingencies.

Accounts Receivable

Accounts receivable are stated as the amount the Company expects to collect. The Company maintains allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. As of December 31, 2020, the allowance for doubtful accounts was zero.

Inventories

Inventories primarily consist of finished goods which are produced by the Company’s third-party contract manufacturers. Inventories are stated at the lower of actual cost, determined using the average cost method, or net realizable value. Cost includes an allocation of wages, taxes and benefits for employees involved in warehousing, logistics coordination, material sourcing, and production planning activities. Net realizable value is based upon an estimated average selling price reduced by the estimated costs of disposal and transportation.

The valuation of inventory also requires the Company to estimate excess and obsolete inventory. The Company considers sales forecasts and historical experience to identify excess, close out, or slow-moving items as well as new product development schedules, product obsolescence and product merchantability, including whether older products can be remanufactured into new products among other factors. The Company reduces the value of inventory for estimated obsolescence or lack of marketability by the difference between the cost of the affected inventory and the net realizable value.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets include amounts paid in advance for operating expenses as well as monies to be received from the State of Connecticut for research and development tax credits. These research and development tax credits are exchanged for a cash refund and are typically collected within one year from the date the tax return is filed with the state. The credits are recognized as an offset to research and development expenses in the combined statements of operations and comprehensive loss in the annual period in which the corresponding expenses were incurred.

Property and Equipment, Net

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation expense is computed using the straight-line method over the estimated useful lives of the related assets.

Useful lives of property and equipment are as follows:


		Estimated
Property and equipment		useful life
Laboratory equipment		5
Research devices		5
Computer equipment		5
Tooling		3
Leased devices		5
Other		3 – 7

Other property and equipment include furniture and fixtures, software, vehicles, and machinery and equipment.

Expenditures for major renewals and improvements are capitalized. Expenditures for repairs and maintenance are expensed as incurred. When assets are retired or otherwise disposed of, the cost of these assets and related accumulated depreciation is eliminated

from the balance sheet, and any resulting gains or losses are included in the combined statements of operations and comprehensive loss in the period of disposal.

Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment at least annually or when the Company determines a triggering event has occurred. When a triggering event has occurred, each impairment test is based on a comparison of the future expected undiscounted cash flow to the recorded value of the asset. If the recorded value of the asset is less than the undiscounted cash flow, the asset is written down to its estimated fair value. No impairments were recorded for the years ended December 31, 2020 and 2019.

Capitalized Software Development Costs

For the costs incurred in developing the firmware embedded in the hardware devices that the Company sells and leases to its customers, the Company applies the principles of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 985-20, Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed (“ASC 985-20”). ASC 985-20 requires that software development costs incurred in conjunction with product development be charged to research and development expense until technological feasibility is established. Thereafter, until the product is released for sale, software development costs must be capitalized and reported at the lower of unamortized cost or net realizable value of the related product. The Company has adopted the “tested working model” approach to establishing technological feasibility for its software products. Under this approach, the Company does not consider a product in development to have passed the technological feasibility milestone until the Company has completed a model of the product that contains essentially all the functionality and features of the final product and has tested the model to ensure that it works as expected. The Company’s hardware device, with the embedded firmware, was released for sale during the fourth quarter of the year ended December 31, 2020, when the Company had completed all of the research and development activity to establish the technological feasibility of the product. As of December 31, 2020 and 2019, the Company had not incurred significant costs between the establishment of technological feasibility and the release of a product for sale; thus, the Company had expensed all software development costs as incurred.

For software developed or acquired for internal use, including software used in the provision of subscription services to the Company’s customers, the Company applies the principles of ASC 350-40, Accounting for the Cost of Computer Software Developed or Obtained for Internal Use (“ASC 350-40”). ASC 350-40 requires that software development costs incurred before the preliminary project stage be expensed as incurred. The Company capitalizes development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed, and the software will be used to perform the function intended. Costs incurred during the preliminary project and post- implementation stages, including training and maintenance, are expensed as incurred. Capitalized costs are amortized on a project-by-project basis using the straight-line method over the estimated economic life of the application, which is three years, beginning when the asset is substantially ready for use. As of December 31, 2020 and 2019, the Company did not have any amount of capitalized internal-use software development costs.

Revenue Recognition

The Company recognizes revenue in accordance with ASC Topic 606, “Revenue from Contracts with Customers.”

Revenue is recognized when or as a customer obtains control of the promised goods and services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to in exchange for these goods and services. To achieve this core principle, the Company applies the following 5 steps:

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Step 1: Identify Contracts with Customers: The Company executes signed contracts with its customers for the sale of hardware devices and subscription services.

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Step 2: Identify Performance Obligations: The Company’s contracts with customers primarily include two performance obligations, namely the hardware device and subscription services, which include access to the Company’s hosted cloud-based software applications and hardware maintenance and support on an ongoing basis throughout the subscription period.

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Step 3: Determine Transaction Price: The Company’s contracts with customers include variable consideration in the form of discounts and price concessions. The Company estimates variable consideration using the expected value method based the data available as of the end of each reporting period.

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Step 4: Allocate Transaction Price to Performance Obligations: The Company allocates transaction price to the performance obligations in a contract with a customer, based on the relative standalone selling prices of the goods and services. The standalone selling prices of the hardware devices and subscription services are determined based on the observable standalone selling prices for which the Company sells the respective goods and services on a standalone basis, including renewals of subscription services.

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Step 5: Recognize Revenue as Performance Obligations are Satisfied: Each unit of hardware devices is a performance obligation satisfied at a point in time, when control of the good transfers from the Company to the customer, which is usually upon delivery of the good to the customer. The subscription services are stand-ready obligations that are satisfied over time by providing the customer with ongoing access to the Company’s resources throughout the subscription period. The Company uses the time elapsed (straight line) measure of progress to recognize revenue as these performance obligations are satisfied evenly over the respective service period.

The Company offers alternative payment structures and “as-a-service” offerings that are assessed to determine whether an embedded lease arrangement exists. The Company accounts for those contracts as a lease arrangement under the current lease standard if it is determined that the contract contains an identified asset and that the right to direct the use of that asset has transferred to the customer. When a contract includes lease and non-lease components, the Company allocates consideration under the contract to each component based on relative standalone selling price and subsequently assesses lease classification for each lease component within a contract as a sales-type lease or an operating lease. On commencement of sales- type leases, the Company recognizes revenue up-front, and amounts due from the customer under the lease contract are recognized as financing receivables on the combined balance sheets. Interest income is recognized as revenue over the term of the lease based on the effective interest method. The Company has elected not to include sales and other taxes collected from the lessee as part of lease revenue.

All other leases that do not meet the definition of a sales-type lease are classified as operating leases. The underlying asset in an operating lease arrangement is carried at depreciated cost within Property and equipment, net on the combined balance sheets. Depreciation is calculated using the straight-line method over the term of the underlying lease contract and is recognized as cost of revenue. The depreciable basis is the original cost of the equipment less the estimated residual value of the equipment at the end of the lease term. The Company recognizes operating lease income to product revenue on a straight-line basis over the lease term. Impairment of equipment under operating leases is assessed on the same basis as other long-lived assets.

Deferred revenue

Deferred revenue primarily consists of billings or payments received in advance of revenue recognition from subscription services described above and is reduced as the revenue recognition criteria are met. Deferred revenue is classified as current based on expected revenue recognition timing. Specifically, deferred revenue that will be recognized as revenue within the succeeding twelve month period is recorded as current in the Company’s combined balance sheets.

Warranties

The Company offers a device warranty to customers for the longer of (a) twelve (12) months from delivery of the device for devices obtained through a capital purchase, or (b) the term of the subscription agreement for devices obtained on a subscription basis (subject to continued payment of fees for the subscription service. The Company’s subscription services include hardware maintenance and support. As noted in the accounting policy for revenue recognition, the Company recognizes revenue for subscription service over time using the time elapsed measure of progress. The costs of hardware maintenance are recognized in costs of revenue as they are incurred.

Research and Development

Research and development costs consists of production costs for prototype, test and pre-production units, lab supplies, consulting and personnel costs, including salaries, stock-based compensation, bonuses and benefit costs. The Company recognizes these costs as they are incurred.

Grant Funding

The Company received certain research and development funding through a grant issued by the Bill & Melinda Gates Foundation (“BMGF”), or the Gates Foundation. The funding is recognized in the combined statement of operations and comprehensive loss as a reduction to research and development expense as the related costs are incurred to meet those obligations over the grant period. Grant funding payments received in advance of research and development expenses incurred are recorded as deferred grant funding as a current liability in the Company’s combined balance sheets.

Cost of Sales

Cost of sales consists of product and service costs including personnel cost, product costs, production setup expenses, depreciation and amortization expenses, inventory excess and obsolescence expenses.

Patent Costs

Patent costs have been charged to operations as incurred, as their realization is uncertain. These costs are included in general and administrative expenses in the combined statements of operations and comprehensive loss.

General and Administrative

General and administrative expenses primarily consist of personnel costs and benefits including stock- based compensation, patent and filing fees, office expenses and outside services. Outside services consist of professional services, legal and other professional fees.

Sales and Marketing

Sales and marketing costs primarily consist of personnel costs and benefits including stock-based compensation, advertising, promotional, as well as conferences, meetings, and other events. Advertising costs are expensed as incurred. For the years ended December 31, 2020 and 2019, advertising expenses were $437 and $22, respectively.

Net Loss per Common Share

Convertible Preferred Stock

The Company has applied the guidance in ASC Topic 480-10-S99-3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities, and has therefore classified the Series A, Series B, Series C and Series D Convertible Preferred Stock (“Convertible Preferred Stock”) (see Note 9) as mezzanine equity. The Convertible Preferred Stock was recorded outside of stockholders’ deficit because the Convertible Preferred Stock includes a redemption provision upon a change of control, which is deemed a liquidation event that is considered outside the Company’s control. The Convertible Preferred Stock have been recorded at their original issue price, net of issuance costs. The Company did not adjust the carrying values of the Convertible

Preferred Stock to the liquidation price associated with a change of control because a change of control of the Company was not considered probable at either of the reporting dates (see Note 9). Subsequent adjustments to increase or decrease the carrying values to their respective liquidation prices will be made only when it becomes probable that such a change of control will occur.

Stock-Based Compensation

Hyperfine and Liminal are entities under common control with separate equity incentive plans for their respective employees, directors and consultants. The accounting policies discussed in this section describe those applied by both Hyperfine and Liminal except where referenced individually.

The measurement of stock-based compensation expense for all stock-based payment awards, including stock options granted to employees, directors, and consultants, is based on the estimated fair value of the awards on the date of grant. Prior to adoption of ASU 2018-07, Compensation — Stock Compensation (Topic 718) on January 1, 2020, stock options granted to nonemployees were accounted for based on their fair value on the measurement date. Stock options granted to nonemployees are subject to periodic revaluation over their vesting terms. As a result, the charge to combined statements of operations and comprehensive loss for nonemployee options with vesting requirements is affected in the reporting period prior to adoption by a change in the fair value of the option calculated under the Black-Scholes option pricing model.

The Company recognizes stock-based compensation expense for stock option grants and incentive unit grants with only service conditions on a straight-line basis over the requisite service period of the individual grants, which is generally the vesting period, based on the estimated grant date fair values. Generally, stock option grants and incentive unit grants fully vest four years after the grant date, and stock option grants generally have a term of 10 years. On January 1, 2020, the Company adopted ASU 2018-07. ASU 2018-07 aligns the accounting for stock-based payment awards issued to employees and nonemployees. Under this new guidance, the existing employee guidance will now apply to nonemployee stock-based transactions. This guidance was applied to all new awards granted after the date of adoption, and adoption did not have a material impact on the Company’s combined financial statements or related disclosures. For nonemployee awards that had been issued prior to adoption of ASU 2018-07 and remained outstanding subsequent to adoption, the Company utilized the adoption date fair value of the nonemployee awards as a substitute for grant date fair value for future compensation expense recognition as permitted under the transition guidance.

The Company recognizes the effect of forfeiture in compensation costs based on actual forfeitures when they occur.

Hyperfine’s stock-based compensation program includes stock option grants to its officers, employees, directors and consultants. Stock options are granted at exercise prices not less than the estimated fair market value of the Company’s common stock at the dates of grant.

The fair values of stock option grants are estimated using a Black-Scholes option-pricing model. Key inputs and assumptions include the expected term of the option, stock price volatility, risk-free interest rate, dividend yield, stock price and exercise price. Many of the assumptions require significant judgment and any changes could have a material impact in the determination of stock-based compensation expense.

During the years ended December 31, 2020 and 2019, Liminal was a wholly owned subsidiary of 4Bionics, and as such, 4Bionics granted equity awards in the form of incentive units to Liminal employees and nonemployees under 4Bionics’ stock-based compensation program.

The fair values of incentive unit grants are estimated using a Black-Scholes option-pricing model. Key inputs and assumptions include the expected term of the option, stock price volatility, risk-free interest rate, dividend yield, stock price and exercise price. Many of the assumptions require significant judgment and any changes could have a material impact in the determination of stock-based compensation expense.

Research and Development Tax Credits

The Company recognizes research and development tax credits as a reduction of income tax expense as earned. For State of Connecticut research and development tax credits, which are exchanged for a cash refund from the State of Connecticut, such

exchanged credits are recognized as earned in non-operating income in the combined statements of operations and comprehensive loss.

Income Taxes

Recent Accounting Pronouncements

Accounting pronouncements adopted

Accounting pronouncements issued but not yet adopted

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) which outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize almost all their leases on the balance sheet by recording a lease liability and corresponding right-of- use assets. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. As per the latest ASU 2020-05 issued by FASB, entities who have not yet issued or made available for issuance the combined financial statements as of June 3, 2020 can defer the new guidance for one year. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2020, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2022, and interim reporting periods within annual reporting periods beginning January 1, 2023. The Company is in the process of evaluating the impact that the adoption of this pronouncement will have on the Company’s combined financial statements and disclosures.

In August 2018, the FASB issued ASU No. 2018-15, Intangibles — Goodwill and Other — Internal-Use Software Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The guidance requires certain costs incurred during the application development stage to be capitalized and other costs incurred during the preliminary project and post-implementation stages to be expensed as they are incurred. Capitalized implementation costs related to a hosting arrangement that is a service contract will be amortized over the term of the hosting arrangement, beginning when the module or component of the hosting arrangement is ready for its intended use. A customer’s accounting for the hosting component of the arrangement is not affected. This new guidance will be effective for the Company for annual reporting period beginning January 1, 2021 and interim periods beginning January 1, 2022. The Company is in the process of evaluating the impact that the adoption of this pronouncement will have on the Company’s combined financial statements and disclosures.

NOTES PAYABLE (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended		12 Months Ended
NOTES PAYABLE (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Aug. 10, 2020	May 01, 2020
Debt Instrument [Line Items]
Proceeds from issuance of notes payable		$ 0	$ 1,067	$ 1,067	$ 1,000
Note payable to related party issued					1,000
Note payable to related party repaid						$ 1,000
Interest expense paid for note payable due to related party				6	$ 77
Payroll Protection Program
Debt Instrument [Line Items]
Proceeds from issuance of notes payable				$ 1,067
Interest rate	1.00%			1.00%
Deferment period	10 months			10 months
Monthly repayment amount	$ 0			$ 0
Hyperfine PPP loan
Debt Instrument [Line Items]
Amount of note payable							$ 889
Liminal PPP loaner
Debt Instrument [Line Items]
Amount of note payable	$ 178			$ 178				$ 178
Forgiveness of PPP Loan applied within deferment period \| Payroll Protection Program
Debt Instrument [Line Items]
Payroll protection program, Term	5 years			5 years
Forgiveness of PPP Loan not applied within deferment period \| Payroll Protection Program
Debt Instrument [Line Items]
Payroll protection program, Term	5 years			5 years

CONDENSED CONSOLIDATED AND COMBINED BALANCE SHEETS - USD ($)	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2020	Dec. 31, 2019	Dec. 31, 2018
CURRENT ASSETS:
Cash and cash equivalents	$ 65,475,000	$ 62,676,000	$ 11,956,000	$ 26,441,000
Restricted cash	3,467,000	1,610,000
Accounts receivable, less allowance of $58 and $- in 2021 and 2020, respectively	940,000	174,000
Unbilled receivables	48,000	0
Inventory	2,763,000	1,718,000
Prepaid expenses and other current assets	3,600,000	691,000		837,000
Due from related parties	13,000	1,465,000		683,000
Total Current Assets	76,306,000	68,334,000		27,961,000
Property and equipment	3,325,000	1,904,000		489,000
Other assets - related party	1,086,000	1,244,000		1,470,000
Prepaid inventory				651,000
Net investment in lease	37,000	44,000
Other long term assets	614,000	0
TOTAL ASSETS	81,368,000	71,526,000		30,571,000
CURRENT LIABILITIES:
Accounts payable	4,945,000	948,000		1,189,000
Deferred grant funding	3,467,000	1,610,000
Deferred revenue	774,000	158,000
Due to related parties	1,334,000	136,000		109,000
Accrued expenses and other current liabilities	3,294,000	1,264,000		491,000
Total Current Liabilities	13,814,000	4,116,000		1,789,000
Long term notes payable	178,000	178,000
Long term deferred revenue	340,000	0
Total liabilities		4,294,000		1,789,000
TOTAL LIABILITIES	14,332,000	4,294,000
COMMITMENTS AND CONTINGENCIES (NOTE 15)
CONVERTIBLE PREFERRED STOCK
Class A ordinary shares subject to possible redemption		128,286,000		68,646,000
STOCKHOLDERS' DEFICIT:
Additional paid-in capital	9,173,000	10,415,000		8,178,000
Accumulated deficit	(110,235,000)	(71,469,000)		(48,042,000)
Total Shareholders' (Deficit) Equity	(101,061,000)	(61,054,000)	(55,008,000)	(39,864,000)	$ (27,081,000)
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY	81,368,000	71,526,000		30,571,000
Hyperfine Convertible Preferred Stock
CONVERTIBLE PREFERRED STOCK
Class A ordinary shares subject to possible redemption	158,747,000	128,286,000	68,646,000	68,646,000	$ 67,211,210
Liminal Convertible Preferred Stock
CONVERTIBLE PREFERRED STOCK
Class A ordinary shares subject to possible redemption	9,350,000	0	$ 0	$ 0
Hyperfine Common stock
STOCKHOLDERS' DEFICIT:
Common stock value	1,000	0
Liminal Common stock
STOCKHOLDERS' DEFICIT:
Common stock value	0	0
Hyperfine Special-Voting common stock
STOCKHOLDERS' DEFICIT:
Common stock value	0	0
Liminal Special Voting Common Stock
STOCKHOLDERS' DEFICIT:
Common stock value	$ 0	$ 0

SUBSEQUENT EVENTS

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

SUBSEQUENT EVENTS

16. SUBSEQUENT EVENTS

The Company evaluated subsequent events through January 21, 2022 for possible adjustment to, or disclosure in, the condensed consolidated and combined financial statements, which is the date on which the condensed consolidated and combined financial statements were issued.

On December 22, 2021, the Company completed the Business Combination with HealthCor. As a result of the Business Combination, the Company received gross proceeds of $162.1 million. In connection with the closing of the Business combination, the Company’s outstanding capital stock was automatically canceled and converted into the right to receive shares of HealthCor common stock, as further discussed in Note 1. The Company repaid the PPP loan in full with the proceeds received from the transaction. The Business Combination will be accounted for as a reverse recapitalization, in accordance with U.S. GAAP. Under this method of accounting, HealthCor will be treated as the “acquired” company for financial reporting purposes.

16. SUBSEQUENT EVENTS

The Company has evaluated events through July 19, 2021, for possible adjustment to, or disclosure in, the combined financial statements, which is the date on which the combined financial statements were issued. Subsequent events occurring after December 31, 2020, were as follows:

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In February 2021, Hyperfine and Liminal entered into a TSEA with Quantum-Si Incorporated.

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On April 1, 2021 Liminal executed a recapitalization whereby each share of Liminal common stock outstanding was exchanged for shares of Liminal Series A-1 preferred stock and Liminal Series A-2 preferred stock.

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On April 2, 2021, 4Bionics executed a plan of liquidation and dissolution. 4Bionics’ ownership in Liminal was distributed to its members and to the holders of incentive units. Holders of Class A Preferred Units received shares of Liminal Series A-1 Preferred Stock. Holders of Class B and Class C preferred units as well as holders of incentive units received shares of Liminal Series A-2 Preferred Stock. Additional shares of Liminal Series A-2 Preferred Stock are being held in escrow and are reallocated to the former holders of the 4Bionics incentive units based on the vesting schedule of their original grant.

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On April 14, 2021, upon approval of the Hyperfine board of directors and stockholders, the amount of Hyperfine common stock reserved under the Hyperfine Plan was increased by 3,000,000 to 19,000,000.

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On April 14, 2021, Hyperfine granted 3,000,000 shares to the Executive Vice Chairman of the Hyperfine board of directors in recognition of services provided as a founder and advisor to Hyperfine since inception. The option award will vest in full on December 15, 2021.

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On April 22, 2021, Hyperfine established a wholly owned subsidiary in the United Kingdom.

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On April 27, 2021, upon approval of the Hyperfine board of directors and stockholders, the amount of Hyperfine common stock reserved under the Hyperfine Plan was increased by 12,500,000 to 31,500,000.

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On April 27, 2021, Hyperfine granted certain equity awards to the newly hired Chief Executive Officer. These awards include (1) an option award to purchase 5,800,000 shares of Hyperfine common stock which will vest based on continued service over a four year period, (2) two separate option awards to purchase 1,450,000 shares each of Hyperfine common stock (2,900,000 shares in total), which will be fully vested upon the occurrence of various service, performance, and market conditions. The service condition for these awards is satisfied by providing service to the Company based on the defined service period per the award agreement. The performance-based condition is satisfied upon the occurrence of a special purpose acquisition company (“SPAC”) transaction, initial public offering (IPO), or financing event as defined in the award agreement. The market condition is satisfied by achieving various multiples of a defined price per share. The achievement of the performance condition and the commencement of the related expense recognition event will not occur until the event is deemed probable, which will occur once a SPAC transaction, IPO, or financing event has occurred. An additional 1,450,000 share option award with terms similar to those described above will be granted pursuant to the terms of the offer letter. In addition to the above, Hyperfine restricted stock units with a value of $2,500 will be granted at the closing of a Listing Event, as defined by the agreement, within two years of the Chief Executive Officer’s start date, subject to continued service and which will vest on a schedule to be agreed upon between Hyperfine and the Chief Executive Officer.

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On April 27, 2021, Hyperfine entered into a consulting agreement with its newly elected Chairman of the Board. The agreement includes cash and equity-based compensation. The cash compensation includes a fixed monthly consulting fee, and reimbursement of out-of-pocket expenses. The equity compensation includes (1) an option award to purchase 2,175,000 shares of Hyperfine common stock which will vest based on continued service, over four years, (2) two separate option awards to purchase 725,000 shares each of Hyperfine common stock (1,450,000 shares in total), which will be fully vested upon the occurrence of various certain service, performance, and market conditions. The service condition for these awards is satisfied by providing service to the Company based on the defined service period per the award agreement. The performance-based condition is satisfied upon the occurrence of a SPAC transaction, IPO, or financing event as defined in the award agreement. The market condition is satisfied by achieving various multiples of a defined price per share. The achievement of the performance condition and the commencement of the related expense recognition event will not occur until the event is deemed probable, which will occur once a SPAC transaction, IPO, or financing event has occurred.

●

On May 4, 2021, Liminal’s 2021 Employee, Director and Consultant Equity Incentive Plan (the “Liminal Plan”) was adopted by its board of directors and stockholders. A total of 4,000,000 shares of Liminal common stock was reserved for issuance under the Liminal Plan.

●

On July 7, 2021, Hyperfine and Liminal entered into a business combination agreement (the “Business Combination Agreement”) with HealthCor Catalio Acquisition Corp (“HealthCor”), a special purpose acquisition company. Pursuant to the Business Combination Agreement, among other things: (i) HealthCor will domesticate its jurisdiction of incorporation from the Cayman Islands to Delaware and change its name to “Hyperfine, Inc.” (“New Hyperfine”) and (ii) each of Hyperfine and Liminal will merge with and into separate wholly owned subsidiaries of HealthCor and survive their respective mergers as wholly owned subsidiaries of New Hyperfine (the “Business Combination”). The shares of Hyperfine capital stock (other than shares of Hyperfine Series A preferred stock) and Liminal capital stock (other than shares of Liminal Series A-1 preferred stock) issued and outstanding as of immediately prior to the Effective Time of the Business Combination will automatically be cancelled and converted into the right to receive shares of New Hyperfine Class A common stock based on the applicable exchange ratios, as defined in the Business Combination Agreement to be finalized prior to the close of the Business Combination. The shares of Hyperfine Series A preferred stock and Liminal Series A-1 preferred stock issued and outstanding as of immediately prior to the Effective Time of the Business Combination will automatically be cancelled and converted into the right to receive shares of New Hyperfine Class B common stock based on the applicable exchange ratios, as defined in the Business Combination Agreement. The proposed Business Combination is expected to be completed in the fourth quarter of 2021, subject to, among other things, the approval by HealthCor’s shareholders, and other customary closing conditions as further described in the Business Combination Agreement. There is no assurance that the Business Combination will be consummated.

●

In July 2021, Hyperfine and Liminal entered into a Technology and Services Exchange Agreement (the “TSEA”) by and among Hyperfine, Liminal and other participant companies controlled by the Rothbergs, consisting of AI Therapeutics, Inc., Tesseract Health, Inc. and Detect, Inc. (formerly known as Homodeus Inc.). The TSEA with the remaining participant companies will become effective upon the closing of the Business Combination. Under the TSEA, Hyperfine, Liminal and the other participant companies may, in their discretion, permit the use of non-core technologies, which include any

technologies, information or equipment owned or otherwise controlled by the participant company that are not specifically related to the core business area of the participant, such as software, hardware, electronics, fabrication and supplier information, vendor lists and contractor lists, by other participant companies.

CONDENSED STATEMENT OF CASH FLOWS - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended	9 Months Ended	12 Months Ended	21 Months Ended
CONDENSED STATEMENT OF CASH FLOWS - USD ($)	Dec. 31, 2020	Sep. 30, 2021	Mar. 31, 2021	Jun. 30, 2021	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2021
Cash Flows from Operating Activities:
Net loss					$ (38,766,000)	$ (23,427,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account					(13,000)	(70,000)
Changes in operating assets and liabilities:
Prepaid expenses						651,000
Net cash used in operating activities					(29,047,000)	(21,525,000)
Cash Flows from Investing Activities:
Net cash used in investing activities					(1,736,000)	(1,568,000)
Cash Flows from Financing Activities:
Payment of offering costs					(7,000)	(129,000)
Net cash provided by financing activities					35,439,000	60,938,000
Cash - Beginning of period			$ 64,286,000	$ 64,286,000	64,286,000	26,441,000	$ 26,441,000
Cash - End of period	$ 64,286,000	$ 68,942,000			68,942,000	64,286,000	68,942,000
HEALTHCOR CATALIO ACQUISITION CORP
Cash Flows from Operating Activities:
Net loss	(5,000)				(2,480,413)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(2,664)			(14,497)
Payment of formation costs through issuance of Class B ordinary shares	5,000
Changes in operating assets and liabilities:
Prepaid expenses					(402,195)
Accrued expenses					1,938,902
Net cash used in operating activities	0				(958,203)
Cash Flows from Investing Activities:
Investment of cash in Trust Account					(207,000,000)
Net cash used in investing activities					(207,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Public Shares, net of underwriting discounts paid					202,860,000
Proceeds from sale of Private Placement Shares					6,140,000
Proceeds from convertible promissory note - related party	38,375				32,759
Repayment of promissory note - related party, net of related offering costs					(12,760)
Repayment of promissory note - related party, related to offering costs					(58,374)
Payment of offering costs	(38,375)				(478,018)
Net cash provided by financing activities	0				208,483,607
Net Change in Cash	0				525,404
Cash - Beginning of period	0		0	0	0
Cash - End of period	0	$ 525,404			525,404	$ 0	$ 525,404
Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	$ 246,037				7,515
Remeasurement adjustment to redemption value			$ 11,928,908	$ 11,928,908	11,928,908
Deferred underwriting fee payable					$ 7,245,000

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER'S (DEFICIT) EQUITY (Parenthetical) - shares	Sep. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
Private Placement \| HEALTHCOR CATALIO ACQUISITION CORP \| Private Placement Warrants
Sale of 614,000 Private Placement Units, Net	614,000	614,000	614,000

REVENUE RECOGNITION - Additional Information (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
REVENUE RECOGNITION
Payment terms range, minimum	20 days		20 days
Payment terms range, maximum	6 months		6 months
Revenue recognized that was included in the deferred revenue balance at the beginning of the period	$ 157	$ 0
Remaining performance obligation	$ 2,028		$ 859
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01
REVENUE RECOGNITION
Percentage of remaining performance obligation expected to recognize	24.00%
Remaining performance obligation expected to recognize	1 year		1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
REVENUE RECOGNITION
Percentage of remaining performance obligation expected to recognize	76.00%
Remaining performance obligation expected to recognize

EQUITY INCENTIVE PLAN - Summary of stock-based compensation expense (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 3,131	$ 857	$ 1,117	$ 896
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	829	655	864	596
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	2,226	131	231	293
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	52	$ 71	$ 22	$ 7
Device \| Cost of sales
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	12
Service \| Cost of sales
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 12

CONVERTIBLE PREFERRED STOCK (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Schedule of authorized, issued and outstanding Convertible Preferred Stock of Hyperfine

Hyperfine has issued four series of Convertible Preferred Stock, Series A through Series D. The following table summarizes the authorized, issued and outstanding Convertible Preferred Stock of Hyperfine as of September 30, 2021 and December 31, 2020 (in thousands, except share and per share information):

September 30, 2021


					Shares	Total						Initial
		Issuance			Issued	Proceeds or				Net		Liquidation
	Year of Class	Price per		Shares	and	Exchange		Issuance		Carrying		Price per
Class	Issuance	Share		Authorized	Outstanding	Value		Costs		Value		Share
Series A	2014	$	0.04	25,000,000	25,000,000	$	1,000	$	2	$	998	$	0.80
Series B	2017		0.80	10,625,000	10,625,000		8,500		—		8,500		0.80
Series C	2017		1.88	31,586,210	31,586,210		59,382		234		59,148		1.88
Series D	2020 – 2021		2.15	62,577,618	41,970,981		90,237		136		90,101		2.15
				129,788,828	109,182,191	$	159,119	$	372	$	158,747

December 31, 2020


					Shares	Total						Initial
		Issuance			Issued	Proceeds or				Net		Liquidation
	Year of Class	Price per		Shares	and	Exchange		Issuance		Carrying		Price per
Class	Issuance	Share		Authorized	Outstanding	Value		Costs		Value		Share
Series A	2014	$	0.04	25,000,000	25,000,000	$	1,000	$	2	$	998	$	0.80
Series B	2017		0.80	10,625,000	10,625,000		8,500		—		8,500		0.80
Series C	2017		1.88	31,586,210	31,586,210		59,382		234		59,148		1.88
Series D	2020		2.15	62,577,618	27,799,648		59,769		129		59,640		2.15
				129,788,828	95,010,858	$	128,651	$	365	$	128,286

The following table summarizes the authorized, issued and outstanding Convertible Preferred Stock of Hyperfine as of December 31, 2020 (in thousands, except share and per share information):


												Initial
		Issuance			Shares	Total						Liquidation
	Year of Class	Price		Shares	Issued and	Proceeds or		Issuance		Net Carrying		Price
Class	Issuance	per share		Authorized	Outstanding	Exchange Value		Costs		Value		per share
Series A	2014	$	0.04	25,000,000	25,000,000	$	1,000	$	2	$	999	$	0.80
Series B	2017		0.80	10,625,000	10,625,000		8,500		—		8,500		0.80
Series C	2017		1.88	31,586,210	31,586,210		59,382		234		59,148		1.88
Series D	2020		2.15	62,577,618	27,799,648		59,769		129		59,640		2.15
				129,788,828	95,010,858

The following table summarizes the authorized, issued and outstanding Convertible Preferred Stock of Hyperfine as of December 31, 2019 (in thousands, except for share and per share information):


												Initial
		Issuance			Shares	Total						Liquidation
	Year of Class	Price		Shares	Issued and	Proceeds or		Issuance		Net Carrying		Price
Class	Issuance	per share		Authorized	Outstanding	Exchange Value		Costs		Value		per share
Series A	2014	$	0.04	25,000,000	25,000,000	$	1,000	$	2	$	999	$	0.80
Series B	2017		0.80	10,625,000	10,625,000		8,500		—		8,500		0.80
Series C	2017		1.88	31,914,894	31,586,210		59,382		234		59,148		1.88
				67,539,894	67,211,210

NOTES PAYABLE

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

NOTES PAYABLE

NOTES PAYABLE

9. NOTES PAYABLE

The Company received loan proceeds of $1,067 under the Paycheck Protection Program (“PPP”). The Hyperfine PPP loan in the amount of $889 is evidenced by a promissory note dated August 10, 2020 and was fully paid off during the fourth quarter of 2020. The Liminal PPP loan in the amount of $178 is evidenced by a promissory note dated May 1, 2020. The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The Company used the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The interest rate on the PPP loan is 1% per annum and no payments of principal or interest are due during the ten- month period following the consummation of the PPP loan (the “Deferment Period”). The Company may request partial or full forgiveness of the PPP loan. If the PPP loan is not forgiven or partially forgiven, then the Company will be notified and provided with details of the monthly repayment amount with a maximum term of five years. If the Company does not apply for forgiveness during the Deferment Period, then repayment will automatically commence at the end of the Deferment Period according to the terms provided by the lender with a maximum term of five years. The PPP loan is unsecured and guaranteed by the U.S. Small Business Administration and is subject to any new guidance and new requirements released by the U.S. Department of the Treasury. Subject to and following the closing of the Business Combination (see Note 1), the Company intends to repay the loan in full. The Company is accounting for the loan as debt.

8. NOTES PAYABLE

The Company received loan proceeds of $1,067 under the Paycheck Protection Program (“PPP”). The Hyperfine PPP loan in the amount of $889 is evidenced by a promissory note dated August 10, 2020 and was fully paid off during the fourth quarter of 2020. The Liminal PPP loan in the amount of $178 is evidenced by a promissory note dated May 1, 2020. The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The Company used the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The interest rate on the PPP loan is 1% per annum and no payments of principal or interest are due during the ten- month period following the consummation of the PPP loan (the “Deferment Period”). The Company may request partial or full forgiveness of the PPP loan. If the PPP loan is not forgiven or partially forgiven, then the Company will be notified and provide details of the monthly repayment amount with a maximum term of five years. If the Company does not apply for forgiveness during the Deferment Period, then repayment will automatically commence at the end of the Deferment Period according to the terms provided by the lender with a maximum term of five years. The PPP loan is unsecured and guaranteed by the Small Business Administration and is subject to any new guidance and new requirements released by the

Department of the Treasury. Subject to and following the closing of the business combination discussed in Note 16, the Company intends to repay the loan in full. The Company is accounting for the loan as debt.

During 2019 the Company issued $1,000 in a note payable to a related party which was repaid during the year along with $1,000 of a note payable issued in 2018 to the same related party. The total amount of principal repaid during 2019 was $2,000. The Company also paid a total of $77 of interest on the outstanding principal repaid during 2019.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2021 USD ($) derivative	Sep. 30, 2020 USD ($)	Dec. 31, 2020 USD ($) item	Dec. 31, 2019 USD ($)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue	$ 1,060	$ 87	$ 294
Net income(loss)	(38,766)	$ (16,565)	(23,427)	$ (19,415)
Accumulated deficit	$ (110,235)		$ (71,469)	(48,042)
Number of operating segments	2		2
Number of reporting segment	1		1
Allowance for doubtful accounts			$ 0
Impairment of Intangible Assets, Finite-lived			$ 0	0
Number of performance obligations \| item			2
Advertising expenses			$ 437	22
Vesting period			4 years
Stock option grants, term			10 years
Uncertain tax positions			$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Schedule of each significant customer, revenue as a percentage of total revenues and gross accounts receivable as a percentage of total gross accounts receivable


	Revenue				Accounts receivable
	For the nine months ended		For the nine months ended		As of		As of
	September 30, 2021		September 30, 2020		September 30, 2021		December 31, 2020
Customer A	11	%	0	%	6	%	0	%
Customer B	10	%	60	%	16	%	0	%
Customer C	10	%	0	%	0	%	0	%
Customer D	6	%	0	%	12	%	0	%
Customer E	6	%	0	%	12	%	0	%
Customer F	5	%	0	%	27	%	0	%
Customer G	3	%	0	%	0	%	53	%
Customer H	1	%	40	%	0	%	32	%


	Revenue		Accounts receivable
	For the year ended		As of
	December 31, 2020		December 31, 2020
Customer A	21	%	4	%
Customer B	21	%	0	%
Customer C	20	%	53	%
Customer D	14	%	32	%
Customer E	11	%	0	%

Schedule of estimated useful lives of property and equipment


		Estimated
Property and equipment		useful life
Laboratory equipment		5
Research devices		5
Computer equipment		5
Tooling		3
Leased devices		5
Other		3 – 7

CONDENSED BALANCE SHEET (Parenthetical) - HEALTHCOR CATALIO ACQUISITION CORP - $ / shares	Jan. 26, 2021	Sep. 30, 2021	Dec. 31, 2020
Preferred stock, par value, (per share)		$ 0.0001	$ 0.0001
Preferred stock, shares authorized		5,000,000	5,000,000
Preferred stock, shares issued		0	0
Preferred stock, shares outstanding		0	0
Class A Ordinary Shares
Common shares, par value, (per share)		$ 0.0001	$ 0.0001
Common shares, shares authorized		500,000,000	500,000,000
Common shares, shares issued		614,000	0
Common shares, shares outstanding		614,000	0
Class A Ordinary Shares Subject to Redemption
Temporary equity, shares outstanding		20,700,000	0
Temporary equity, redemption value per share		$ 10.00	$ 10.00
Class B Ordinary Shares
Common shares, par value, (per share)		$ 0.0001	$ 0.0001
Common shares, shares authorized		50,000,000	50,000,000
Common shares, shares issued		5,175,000	5,175,000
Common shares, shares outstanding	5,175,000	5,175,000	5,175,000
Number of shares issued	862,500
Class B Ordinary Shares \| Over-allotment option
Maximum shares subject to forfeiture			675,000
Common stock subject to redemption
Temporary equity, shares outstanding		20,700,000

PRIVATE PLACEMENT

1 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

PRIVATE PLACEMENT

NOTE 4 — PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 614,000 Private Placement Shares at a price of $10.00 per Private Placement Share, for an aggregate purchase price of $6,140,000 from the Company in a private placement. The proceeds from the sale of the Private Placement Shares were added to the net proceeds from the Initial Public Offering held in the Trust Account, of which $4,410,000 was paid to the underwriters and $2,000,000 was provided to the Company as funds held outside of the trust account for working capital purposes. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Shares held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Shares will be worthless.

NOTE 5. PRIVATE PLACEMENT

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Basis of Presentation and Principles of Combination

Basis of Presentation and Principles of Combination

COVID19 Outbreak

COVID-19 Outbreak

Liquidity and Going Concern

Liquidity and Going Concern

Since its inception, the Company has funded its operations primarily with proceeds from the sale of convertible preferred stock. The Company started to generate revenue during the year ended December 31, 2020 in the amount of $294. The Company has funded its operations primarily with proceeds from the issuance of capital to private investors. As a result, the Company has incurred a significant cash burn and recurring net losses since its inception, which includes a net loss of $23,427 and $19,415 for the years ended December 31, 2020 and 2019, respectively, and an accumulated deficit of $71,469 and $48,042, as of December 31, 2020 and 2019, respectively. The Company expects to continue to incur a significant cash burn and recurring net losses for the foreseeable future until such time that the Company can improve the gross margin on its existing product and successfully commercialize its products that are currently under development. However, the Company can provide no assurance that such products will be successfully developed and commercialized in the future.

Management anticipates the Company will be able to raise additional capital needed to sustain the Company’s operations and meet its obligations as they become due over the next twelve months upon consummation of the proposed business combination with HealthCor Catalio Acquisition Corp. (“HealthCor”) (See Note 16). However, the Company can provide no assurance the proposed business combination will be successfully consummated, or that enough capital will be received to fund the Company’s operations over the next twelve months. If the proposed business combination is not successfully consummated or enough capital received, the Company will have to seek other sources of capital, or pursue other strategic alternatives, which could include, among other things, a significant reduction in the Company’s current cost structure, a significant reduction in the Company’s product development strategy, a sale of the Company, or a filing of insolvency or cessation of the Company’s operations.

Concentration of Credit Risk


	Revenue				Accounts receivable
	For the nine months ended		For the nine months ended		As of		As of
	September 30, 2021		September 30, 2020		September 30, 2021		December 31, 2020
Customer A	11	%	0	%	6	%	0	%
Customer B	10	%	60	%	16	%	0	%
Customer C	10	%	0	%	0	%	0	%
Customer D	6	%	0	%	12	%	0	%
Customer E	6	%	0	%	12	%	0	%
Customer F	5	%	0	%	27	%	0	%
Customer G	3	%	0	%	0	%	53	%
Customer H	1	%	40	%	0	%	32	%

The Company utilizes a single exclusive manufacturer for its MRI machine. Additionally, the Company purchases spare parts from this manufacturer.

Concentration of Credit Risk


	Revenue		Accounts receivable
	For the year ended		As of
	December 31, 2020		December 31, 2020
Customer A	21	%	4	%
Customer B	21	%	0	%
Customer C	20	%	53	%
Customer D	14	%	32	%
Customer E	11	%	0	%

The Company utilizes a single exclusive manufacturer for its MRI machine. Additionally, the Company purchases spare parts from this manufacturer.

Segment Information

Segment Information

Cash and Cash Equivalents

Use of Estimates

Net realizable value (the selling price as well as estimated costs of disposal and transportation) of inventory, and demand and future use of inventory;

Valuation allowances with respect to deferred tax assets; and

Assumptions underlying the fair value used in calculation of the stock-based compensation.

Use of Estimates

●

Allowance for doubtful accounts;

●

Valuation allowances with respect to deferred tax assets; and

●

Assumptions underlying the fair value used in calculation of the stock-based compensation.

Cash and Cash Equivalents

Restricted Cash

Restricted Cash

Accounts Receivable

Accounts Receivable

Inventories

Inventories

Prepaid Expenses and Other Current Assets

Prepaid Expenses and Other Current Assets

Property and Equipment, Net

Property and Equipment, Net

Useful lives of property and equipment are as follows:


		Estimated
Property and equipment		useful life
Laboratory equipment		5
Research devices		5
Computer equipment		5
Tooling		3
Leased devices		5
Other		3 – 7

Other property and equipment include furniture and fixtures, software, vehicles, and machinery and equipment.

from the balance sheet, and any resulting gains or losses are included in the combined statements of operations and comprehensive loss in the period of disposal.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

Capitalized Software Development Costs

Capitalized Software Development Costs

Revenue Recognition

Revenue Recognition

The Company recognizes revenue in accordance with ASC Topic 606, “Revenue from Contracts with Customers.”

●

Step 1: Identify Contracts with Customers: The Company executes signed contracts with its customers for the sale of hardware devices and subscription services.

●

Deferred revenue

Deferred revenue

Warranties

Warranties

Research and Development

Research and Development

Grant Funding

Grant Funding

Cost of Sales

Cost of Sales

Patent Costs

Patent Costs

General and Administrative

General and Administrative

Sales and Marketing

Sales and Marketing

Net Loss per Common Share

Net Loss per Common Share

Convertible Preferred Stock

Convertible Preferred Stock

Stock-Based Compensation

Stock-Based Compensation

The Company recognizes the effect of forfeiture in compensation costs based on actual forfeitures when they occur.

Research and Development Tax Credits

Research and Development Tax Credits

exchanged credits are recognized as earned in non-operating income in the combined statements of operations and comprehensive loss.

Recent Accounting Pronouncements

Income Taxes

Recent Accounting Pronouncements

Accounting pronouncements adopted

Accounting pronouncements issued but not yet adopted

Recent Accounting Pronouncements

Accounting pronouncements adopted

Accounting pronouncements issued but not yet adopted

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) which outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize almost all their leases on the balance sheet by recording a lease liability and corresponding right-of- use assets. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. As per the latest ASU 2020-05 issued by FASB, entities who have not yet issued or made available for issuance the combined financial statements as of June 3, 2020 can defer the new guidance for one year. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2020, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2022, and interim reporting periods within annual reporting periods beginning January 1, 2023. The Company is in the process of evaluating the impact that the adoption of this pronouncement will have on the Company’s combined financial statements and disclosures.

In August 2018, the FASB issued ASU No. 2018-15, Intangibles — Goodwill and Other — Internal-Use Software Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The guidance requires certain costs incurred during the application development stage to be capitalized and other costs incurred during the preliminary project and post-implementation stages to be expensed as they are incurred. Capitalized implementation costs related to a hosting arrangement that is a service contract will be amortized over the term of the hosting arrangement, beginning when the module or component of the hosting arrangement is ready for its intended use. A customer’s accounting for the hosting component of the arrangement is not affected. This new guidance will be effective for the Company for annual reporting period beginning January 1, 2021 and interim periods beginning January 1, 2022. The Company is in the process of evaluating the impact that the adoption of this pronouncement will have on the Company’s combined financial statements and disclosures.

SHAREHOLDERS' EQUITY - Preferred Stock Shares (Details) - HEALTHCOR CATALIO ACQUISITION CORP	Sep. 30, 2021 Vote $ / shares shares	Jan. 26, 2021 shares	Dec. 31, 2020 Vote $ / shares shares
Class of Stock [Line Items]
Preferred shares, shares authorized	5,000,000		5,000,000
Preferred stock, par value, (per share) \| $ / shares	$ 0.0001		$ 0.0001
Preferred shares, shares issued	0		0
Preferred shares, shares outstanding	0		0
Class A Ordinary Shares
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	500,000,000		500,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001		$ 0.0001
Common shares, votes per share \| Vote	1		1
Common shares, shares issued (in shares)	614,000		0
Common shares, shares outstanding	614,000		0
Class B Ordinary Shares
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	50,000,000		50,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001		$ 0.0001
Common shares, votes per share \| Vote	1		1
Common shares, shares issued (in shares)	5,175,000		5,175,000
Common shares, shares outstanding	5,175,000	5,175,000	5,175,000
Common stock subject to redemption
Class of Stock [Line Items]
Temporary equity, shares issued	20,700,000
Temporary equity, shares outstanding	20,700,000

SHAREHOLDERS' EQUITY - Common Stock Shares (Details) - HEALTHCOR CATALIO ACQUISITION CORP	1 Months Ended	9 Months Ended
	Dec. 31, 2020 USD ($) Vote $ / shares shares	Sep. 30, 2021 USD ($) Vote $ / shares shares	Jan. 26, 2021 shares
Class of Stock [Line Items]
Aggregate purchase price \| $		$ 6,140,000
Ratio to be applied to the stock in the conversion	20.00%
Private Placement Warrants
Class of Stock [Line Items]
Aggregate purchase price \| $		$ 4,410,000
Class A Ordinary Shares
Class of Stock [Line Items]
Maximum conversion ratio for Class B ordinary shares		1
Percentage of conversion of founder shares on total number f shares issued and outstanding		20.00%
Common shares, shares authorized (in shares)	500,000,000	500,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share \| Vote	1	1
Common shares, shares issued (in shares)	0	614,000
Common shares, shares outstanding	0	614,000
Class B Ordinary Shares
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	50,000,000	50,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share \| Vote	1	1
Common shares, shares issued (in shares)	5,175,000	5,175,000
Common shares, shares outstanding	5,175,000	5,175,000	5,175,000
Over-allotment option \| Private Placement Warrants
Class of Stock [Line Items]
Aggregate purchase price \| $		$ 6,140,000
Private Placement
Class of Stock [Line Items]
Aggregate purchase price \| $	$ 4,410,000	4,410,000
Private Placement \| Private Placement Warrants
Class of Stock [Line Items]
Aggregate purchase price \| $	$ 6,140,000	$ 6,140,000

STATEMENT OF OPERATIONS (Parenthetical) - Class B Ordinary Shares - HEALTHCOR CATALIO ACQUISITION CORP - shares	Jan. 26, 2021	Sep. 30, 2021	Dec. 31, 2020
Number of shares issued	862,500
Initial shareholders holding	5,175,000	5,175,000	5,175,000
Over-allotment option
Maximum shares subject to forfeiture			675,000

EQUITY INCENTIVE PLAN (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Summary of stock-based compensation expense


				Weighted
				Average
		Weighted		Remaining	Aggregate
	Number of	Average		Contractual	Intrinsic
	Options	Exercise Price		Term	Value
Outstanding at December 31, 2019	4,764,571	$	0.74	7.53	$	2,313
Granted	1,432,250		1.23
Exercised	(206,784)		0.58
Forfeited	(177,887)		0.64
Outstanding at December 31, 2020	5,812,150	$	0.87	7.07	$	2,073
Options exercisable at December 31, 2020	3,977,599	$	0.76	6.43	$	1,879
Vested and expected to vest at December 31, 2020	5,666,661	$	0.87	7.07	$	5,667

The Company’s stock-based compensation expense for the periods presented was as follows (in thousands):


	Nine months ended September 30,
	2021		2020
Cost of sales – Device	$	12	$	—
Cost of sales – Service		12		—
Research and development		829		655
General and administrative		2,226		131
Sales and marketing		52		71
	$	3,131	$	857

The Company’s stock-based compensation expense for the periods presented was as follows (in thousands):


	2020		2019
Research and development	$	864	$	596
General and administrative		231		293
Sales and marketing		22		7
Total stock-based compensation expense	$	1,117	$	896

Share-based Payment Arrangement, Employee

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Share-based Payment Arrangement, Nonemployee


	2020		2019
Risk Free interest rate	1.5% – 1.7	%	1.5% – 2.7	%
Expected dividend yield	0	%	0	%
Expected term	5.8 years – 6.0 years		5.9 years – 6.2 years
Expected volatility	60	%	60	%

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

The assumptions used to value option grants to nonemployees for the years ended December 31, 2020 and 2019 were as follows:


	2020		2019
Risk Free interest rate	1.5% – 1.7	%	1.5% – 2.7	%
Expected dividend yield	0	%	0	%
Expected term	5.8 years – 6.0 years		4.7 years – 10.0 years
Expected volatility	60	%	60	%

Hyperfine

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

A summary of the stock option activity under the Hyperfine Plan is presented in the table below:


				Weighted
		Weighted		Average
		Average		Remaining	Aggregate
	Number of	Exercise		Contractual	Intrinsic
	Options	Price		Term	Value
Outstanding at December 31, 2020	5,812,150	$	0.87	7.07	$	2,073
Granted	19,591,900		1.07
Exercised	(1,690,990)		0.86
Forfeited	(1,047,555)		1.04
Outstanding at September 30, 2021	22,665,505	$	1.04	9.03	$	1,018
Options exercisable at September 30, 2021	3,554,421	$	0.83	6.64	$	964
Vested and expected to vest at September 30, 2021	21,149,996	$	1.03	9.00	$	1,014

Liminal

Commitments And Contingencies

A summary of the stock option activity under the Liminal Plan is presented in the table below:


				Weighted
		Weighted		Average
		Average		Remaining	Aggregate
	Number of	Exercise		Contractual	Intrinsic
	Options	Price		Term	Value
Outstanding at December 31, 2020	—	$	—	—	$	—
Granted	1,976,000		0.94
Exercised	—		—
Forfeited	(1,006,250)		0.94
Outstanding at September 30, 2021	969,750	$	0.94	9.61	$	—
Options exercisable at September 30, 2021	189,091	$	0.94	9.61	$	—
Vested and expected to vest at September 30, 2021	969,750	$	0.94	9.61	$	—

EVENTS SUBSEQUENT TO THE ORIGINAL ISSUANCE OF AUDITED FINANCIAL STATEMENTS (UNAUDITED) (Details) - Subsequent Event $ in Thousands	Sep. 24, 2021 USD ($)
Subsequent To The Original Issuance of Audited Financial Statements [Line Items]
Principal borrowing	$ 500
Promissory note interest rate	3.22%
Advances from Promissory Note	$ 300

COMMITMENTS AND CONTINGENCIES

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

COMMITMENTS

15. COMMITMENTS AND CONTINGENCIES

Commitments

The Company sponsors a 401(k) defined contribution plan covering all eligible U.S. employees. Contributions to the 401(k) plan are discretionary. The Company did not make any matching contributions to the 401(k) plan for the nine months ended September 30, 2021 and 2020.

The Company was awarded a $1,610 grant from the Bill & Melinda Gates Foundation (“BMGF”) for the provision and equipping of 20 sites with the Hyperfine portable point-of-care MRI system to enable the performance of a multi-site study focused on optimizing diagnostic image quality (the “Project”). During the three months ended September 30, 2021, the Company was awarded

an additional $3,300 grant from the BMGF, of which $2,500 was received for the provision and equipping of 5 sites during the third quarter of 2021, $350 is for personnel costs and $450 is for equipment costs to be received by April 2022. The funds are accounted for as restricted cash with an offset to deferred grant revenue and at September 30, 2021 and December 31, 2020, the Company has $3,467 and $1,610, respectively, on the condensed consolidated and combined balance sheets. Any grant funds, plus any income, that have not been used for, or committed to, the Project must be returned promptly to the BMGF upon expiration of or termination of the agreement.

As of September 30, 2021, the Company had an obligation under the contract with its contract manufacturer of $2,620 and under a research services agreement with an academic institution of $40. The majority of these obligations are due in the next 12 months.

Contingencies

The Company does not have any outstanding or ongoing litigation and legal matters where, based on present information, including its assessment of the merits of the particular claims, the Company believes it is reasonably possible that any asserted or unasserted legal claims or proceedings, individually or in aggregate, will have a material adverse effect on its results of operations, or financial condition. The ultimate outcome of any legal matter cannot be predicted with certainty.

The Company enters into indemnification provisions under some agreements with other parties in the ordinary course of business, including business partners, investors, contractors, and the Company’s officers, directors and certain employees. The Company has agreed to indemnify and defend the indemnified party claims and related losses suffered or incurred by the indemnified party from actual or threatened third-party claim because of the Company’s activities or non-compliance with certain representations and warranties made by the Company. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in any particular case. To date, losses recorded in the condensed consolidated and combined statements of operations and comprehensive loss in connection with the indemnification provisions have not been material.

15. COMMITMENTS AND CONTINGENCIES

Commitments

The Company sponsors a 401(k) defined contribution plan covering all eligible US employees. Contributions to the 401(k) plan are discretionary. The Company did not make any matching contributions to the 401(k) plan for the years ended December 31, 2020 and 2019.

The Company was awarded a $1,610 grant from the BMGF for the provision and equipping of 20 sites with the Hyperfine portable point-of-care MRI system to enable the performance of a multi-site study focused on optimizing diagnostic image quality (the

“Project”). The funds are accounted for as restricted cash with an offset to deferred grant revenue on the combined balance sheet at December 31, 2020. Any grant funds, plus any income, that have not been used for, or committed to, the Project must be returned promptly to BMGF upon expiration of or termination of the agreement.

As of December 31, 2020, we have an obligation under a research services agreement with an academic institution of $0.1 million, the majority of which is due in the next year.

Contingencies

The Company does not have any outstanding or ongoing litigation and legal matters where, based on present information, including our assessment of the merits of the particular claims, we believe it is reasonably possible that any asserted or unasserted legal claims or proceedings, individually or in aggregate, will have a material adverse effect on our results of operations, or financial condition. The ultimate outcome of any legal matter cannot be predicted with certainty.

The Company enters into indemnification provisions under some agreements with other parties in the ordinary course of business, including business partners, investors, contractors, and the Company’s officers, directors and certain employees. The Company has agreed to indemnify and defend the indemnified party claims and related losses suffered or incurred by the indemnified party from actual or threatened third-party claim because of the Company’s activities or non-compliance with certain representations and warranties made by the Company. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. To date, losses recorded in the combined statements of operations and comprehensive loss in connection with the indemnification provisions have not been material.

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

8. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following:


	September 30,		December 31,
	2021		2020
Bonus	$	1,535	$	501
Contracted services		883		456
Legal fees		435		282
Commission		340		—
Other		101		25
Total accrued expenses and other current liabilities	$	3,294	$	1,264

7. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following at December 31:


	2020		2019
Bonus	$	501	$	110
Contracted services		456		152
Legal fees		282		228
Other		25		1
Total accrued expenses and other current liabilities	$	1,264	$	491

RELATED PARTY TRANSACTIONS	1 Months Ended	9 Months Ended	12 Months Ended
RELATED PARTY TRANSACTIONS	Dec. 31, 2020	Sep. 30, 2021	Dec. 31, 2020
RELATED PARTY TRANSACTIONS		14. RELATED PARTY TRANSACTIONS The Company utilizes and subleases office and lab space in Connecticut which is being leased from an unrelated landlord by 4Catalyzer Corporation (“4C”), which is owned by a related party. The Company pays rent to 4C on a month-to-month basis, and no lease agreement has been entered into. For the nine months ended September 30, 2021 and 2020, the Company paid a total of approximately $103 and $76, respectively, to 4C. Certain expenses incurred at 4Bionics were allocated to its subsidiaries, including Liminal. Expenses that broadly benefited 4Bionics and its subsidiaries were allocated evenly amongst its three subsidiaries. Expenses that were incurred on behalf of the employees of each company were allocated based on each subsidiary’s relative headcount. Total expenses allocated to Liminal for the nine months ended September 30, 2021 and 2020 were $10 and $7, respectively. The method used to allocate common expenses of 4Bionics to Liminal is reasonable. In January 2018, the Company entered into a Promissory Note (the “Note”) with one of its employees (the “Borrower”) in the amount of $90. The Note bears interest at a rate equal to 1.68% per annum. If the Borrower remains employed with the Company on the maturity date of January 11, 2022, $90 of the then outstanding principal amount and all interest accrued to that date will be forgiven and Borrower will no longer be required to repay the amount. Interest on the Note is payable annually in cash on the anniversary date of the Note, and as of September 30, 2021 and December 31, 2020, interest receivable in the amount of $0 and $2, respectively, are included in Prepaid expenses and other current expenses on the condensed consolidated and combined balance sheets. No interest income was recognized for the nine months ended September 30, 2021 and 2020. The Company also makes payments to 4C to prefund the acquisition of capital assets and these amounts are included in Other assets — related party on the condensed consolidated and combined balance sheets. Such prepaid advances were $996 and $1,154 at September 30, 2021 and December 31, 2020, respectively. The Company is a party to an Amended and Restated Technology Services Agreement (the “ARTSA”), most recently amended on November 11, 2020, by and among 4C, the Company and other participant companies controlled by the Rothberg family. Under the ARTSA, the Company and the other participant companies agreed to share certain non-core technologies, which means any technologies, information or equipment owned or otherwise controlled by the participant company that are not specifically related to the core business area of the participant and subject to certain restrictions on use. The ARTSA also provides for 4C to perform certain services for the Company and each other participant company such as monthly administrative, management and technical consulting services to the Company which are pre-funded approximately once a quarter. The Company incurred expenses of $3,354 and $1,498 during the nine months ended September 30, 2021 and 2020, respectively. The amounts advanced to and due from 4C at September 30, 2021 and December 31, 2020, related to operating expenses was $0 and $1,496, respectively, and is included in Due from related parties on the condensed consolidated and combined balance sheets. There was also $1,221 and $11 of amounts due to 4C for expenses paid on their behalf at September 30, 2021 and December 31, 2020, respectively. These payables are included in Due to related parties on the condensed consolidated and combined balance sheets. The ARTSA also provides for the participant companies to provide other services to each other. The Company also has transactions with other entities under common ownership, which include payments made to third parties on behalf of the Company. The amounts remaining payable at September 30, 2021 and December 31, 2020 are $112 and $124, respectively, and are included in the Due to related parties on the condensed consolidated and combined balance sheets. In addition, the Company has transactions with these other entities under common ownership which include payments made by the Company to third parties on behalf of the other entities and the amounts remaining receivable are in the aggregate $13 at September 30, 2021 and the amounts remaining payable are in the aggregate $30 at December 31, 2020, and are reflected in the Due from related parties on the condensed consolidated and combined balance sheets. All amounts are paid or received throughout the year within 30 days after the end of each month. Hyperfine and Liminal entered into Technology and Services Exchange Agreements (each, a “TSEA” and collectively, the “TSEA”) with other participant companies controlled by the Rothbergs. A TSEA by and among Butterfly Network, Inc., AI Therapeutics, Inc., Quantum-Si Incorporated, 4Bionics LLC, Tesseract Health, Inc., Detect, Inc. (f/k/a Homodeus Inc.), Hyperfine and Liminal was signed in November 2020; a TSEA by and among Quantum-Si Incorporated, AI Therapeutics, Inc., 4Bionics LLC, Tesseract Health, Inc., Detect, Inc., Hyperfine and Liminal was signed in February 2021 (and which Protein Evolution, Inc. joined in August 2021); and a TSEA by and among Hyperfine, Liminal, AI Therapeutics, Inc., Tesseract Health, Inc. and Detect, Inc. was signed in July 2021 and will become effective upon the Closing. Under the TSEA, Hyperfine and Liminal may, in their discretion, permit the use of non-core technologies, which include any technologies, information or equipment owned or otherwise controlled by the participant company that are not specifically related to the core business area of the participant, such as software, hardware, electronics, fabrication and supplier information, vendor lists and contractor lists, by other participant companies.	14. RELATED PARTY TRANSACTIONS The Company utilizes and subleases office and lab space in Connecticut which is being leased from an unrelated landlord by 4Catalyzer Corporation, (“4C”), which is owned by a related party. The Company pays rent to 4C on a month-to-month basis, and no lease agreement has been entered into. During 2020 and 2019 a total of approximately $113 and $107, respectively, was paid to 4C. Certain expenses incurred at 4Bionics were allocated to its subsidiaries, including Liminal. Expenses that broadly benefited 4Bionics and its subsidiaries were allocated evenly amongst its three subsidiaries. Expenses that were incurred on behalf of the employees of each company were allocated based on each subsidiary’s relative headcount. Total expenses allocated to Liminal in 2020 and 2019 were $64 and $8, respectively. The method used to allocate common expenses of 4Bionics to Liminal is reasonable. In January 2018, the Company entered into a Promissory Note (the “Note”) with one of its employees (the “Borrower”) in the amount of $90. The Note bears interest at a rate equal to 1.68% per annum. If the Borrower remains employed with the Company on the maturity date of January 11, 2022, $90 of the then outstanding principal amount and all interest accrued to that date will be forgiven and Borrower will no longer be required to repay the amount. Interest on the Note is payable annually in cash on the anniversary date of the Note, and as of December 31, 2020 and 2019, interest receivable in the amount of $2 and $2, respectively, are included in Prepaid expenses and other current expenses on the combined balance sheets, and interest income of $2 and $2, respectively, were recognized as of December 31, 2020 and 2019. The Company also makes payments to 4C to prefund the acquisition of capital assets and these amounts are included in Other assets — related party on the combined balance sheets. Such prepaid advances were $1,154 and $1,380 at December 31, 2020 and 2019, respectively. The Company is a party to an Amended and Restated Technology Services Agreement (the “ARTSA”), most recently amended on November 11, 2020, by and among 4C, the Company and other participant companies controlled by the Rothberg family. Under the ARTSA, the Company and the other participant companies agreed to share certain non-core technologies, which means any technologies, information or equipment owned or otherwise controlled by the participant company that are not specifically related to the core business area of the participant and subject to certain restrictions on use. The ARTSA also provides for 4C to perform certain services for the Company and each other participant company such as monthly administrative, management and technical consulting services to the Company which are pre-funded approximately once a quarter. The Company incurred expenses from 4C of $2,160 and $2,812 during the years ended December 31, 2020 and 2019 respectively. The amounts advanced and due from 4C at December 31, 2020 and 2019, related to operating expenses was $1,496 and $665, respectively, and is included in Due from related parties on the combined balance sheets. There was also $11 and $3 of amounts due to 4C for expenses paid on their behalf. These payables are included in Due to related parties on the combined balance sheets. The ARTSA also provides for the participant companies to provide other services to each other. The Company also has transactions with other entities under common ownership, which include payments made to third parties on behalf of the Company. The amounts remaining payable at December 31, 2020 and 2019 are $124 and $105, respectively, and are included in the due to related parties on the combined balance sheets. In addition, the Company has transactions with these other entities under common ownership which include payments made by the Company to third parties on behalf of the other entities and the amounts remaining payable at the end of each calendar year are in the aggregate $30 and $18, and are reflected in the due from related parties on the combined balance sheets at December 31, 2020 and 2019, respectively. All amounts are paid or received throughout the year within 30 days after the end of each month. Beginning in November 2020, Hyperfine and Liminal entered into a Technology and Services Exchange Agreement (the “TSEA”) by and among Hyperfine, Liminal and Butterfly Network, Inc. Under the TSEA, Hyperfine and Liminal may, in their discretion, permit the use of non-core technologies, which include any technologies, information or equipment owned or otherwise controlled by the participant company that are not specifically related to the core business area of the participant, such as software, hardware, electronics, fabrication and supplier information, vendor lists and contractor lists, by other participant companies.
HEALTHCOR CATALIO ACQUISITION CORP
RELATED PARTY TRANSACTIONS	NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On November 24, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 4,312,500 shares of Class B ordinary shares (the “Founder Shares”). In December 2020, our sponsor transferred 35,000 Class B ordinary shares to each of Dr. Wolfgang and Mr. Weinstein for their service as independent directors. In January 2021, our sponsor transferred 35,000 Class B ordinary shares to Mr. Harris for his service as an independent director. On January 26, 2021, the Company effected a share capitalization pursuant to which we issued 862,500 additional Class B ordinary shares, resulting in its initial shareholders holding 5,175,000 Class B ordinary shares. The Founder Shares included an aggregate of up to 675,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares will collectively represent 20% of the Company’s issued and outstanding shares (excluding the Private Placement Shares and assuming the initial shareholders do not purchase any Public Shares in the Initial Public Offering) upon the completion of the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The Sponsor, initial shareholders, and independent directors (disclosed above) have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination; or (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on January 26, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of up to $10,000 per month for office space, secretarial and administrative services. Promissory Note — Related Party On November 23, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) March 31, 2021 or (i) the consummation of the Initial Public Offering. As of December 31, 2020, there was $38,375 in borrowings outstanding under the Promissory Note. The balance of the Promissory Note was repaid in February 2021. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the initial shareholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into shares of the post-Business Combination entity at a price of $10.00 per share. The shares would be identical to the Private Placement Shares. Forward Purchase Arrangement The Sponsor has indicated an interest to purchase up to an aggregate of $25 million of the Company’s Class A ordinary shares in a private placement that would occur concurrently with the consummation of the initial Business Combination. However, because indications of interest are not binding agreements or commitments to purchase, the Sponsor may determine not to purchase any such shares, or to purchase fewer shares than it has indicated an interest in purchasing. Furthermore, the Company is not under any obligation to sell any such shares.	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On November 24, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 4,312,500 shares of Class B ordinary shares (the “Founder Shares”). In December 2020, our sponsor transferred 35,000 Class B ordinary shares to each of Dr. Wolfgang and Mr. Weinstein for their service as independent directors. In January 2021, our sponsor transferred 35,000 Class B ordinary shares to Mr. Harris for his service as an independent director. On January 26, 2021, the Company effected a share capitalization pursuant to which we issued 862,500 additional Class B ordinary shares, resulting in its initial shareholders holding 5,175,000 Class B ordinary shares. The Founder Shares included an aggregate of up to 675,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares will collectively represent 20% of the Company’s issued and outstanding shares (excluding the Private Placement Shares and assuming the initial shareholders do not purchase any Public Shares in the Initial Public Offering) upon the completion of the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The Sponsor, initial shareholders, and independent directors (disclosed above) have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination; or (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Promissory Note — Related Party On November 23, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) June 30, 2021 or (i) the consummation of the Initial Public Offering. As of December 31, 2020, there was $38,375 in borrowings outstanding under the Promissory Note. The balance of the Promissory Note was repaid in February 2021. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the initial shareholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into shares of the post-Business Combination entity at a price of $10.00 per share. The shares would be identical to the Private Placement Shares. Forward Purchase Arrangement The Sponsor has indicated an interest to purchase up to an aggregate of $25 million of the Company’s Class A ordinary shares in a private placement that would occur concurrently with the consummation of the initial Business Combination. However, because indications of interest are not binding agreements or commitments to purchase, the Sponsor may determine not to purchase any such shares, or to purchase fewer shares than it has indicated an interest in purchasing. Furthermore, the Company is not under any obligation to sell any such shares.

REVENUE RECOGNITION

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

REVENUE RECOGNITION

3. REVENUE RECOGNITION

Disaggregation of Revenue

The Company disaggregates revenue from contracts with customers by product type. The Company believes that these categories aggregate the payor types by nature, amount, timing and uncertainty of its revenue streams. The following table summarizes the Company’s disaggregated revenues (in thousands):


	Pattern of	Nine Months Ended September 30,
	Recognition	2021		2020
Device	Point in time	$	521	$	77
Service	Over time		539		10
Total revenue		$	1,060	$	87

Contract Balances

Contract balances represent amounts presented in the condensed consolidated and combined balance sheets when either the Company has transferred goods or services to the customer, or the customer has paid consideration to the Company under the contract. These contract balances include trade accounts receivable and deferred revenue. Deferred revenue represents consideration received from customers at the beginning of the subscription period for services that are transferred to the customer over the respective subscription period. The accounts receivable balances represent amounts billed to customers for goods and services where the Company has an unconditional right to payment of the amount billed.

The following table provides information about receivables and deferred revenue from contracts with customers (in thousands):


	September 30,		December 31,
	2021		2020
Accounts receivable	$	940	$	174
Unbilled receivables		48		—
Deferred revenue		774		158
Long term deferred revenue		340		—

The Company recognizes a receivable when it has an unconditional right to payment, and payment terms range from 20 days to 6 months based on the terms agreed upon with the respective customer.

The amount of revenue recognized during the nine months ended September 30, 2021 and 2020 that was included in the deferred revenue balance at the beginning of the period was $157 and $0, respectively.

Transaction price allocated to remaining performance obligations

As of September 30, 2021 and December 31, 2020, the Company had remaining performance obligations amounting to $2,028 and $859, respectively. As of September 30, 2021, the Company expects to recognize approximately 24% of its remaining performance obligations as revenue in fiscal year 2021, and an additional 76% in fiscal year 2022 and thereafter.

3. REVENUE RECOGNITION

Disaggregation of Revenue


	Pattern of
	Recognition	2020		2019
Device	Point in time	$	200	$	—
Service	Overtime		94		—
Total revenue		$	294	$	—

Contract Balances

Contract balances represent amounts presented in the combined balance sheets when either the Company has transferred goods or services to the customer, or the customer has paid consideration to the Company under the contract. These contract balances include trade accounts receivable and deferred revenue. Deferred revenue represents consideration received from customers at the beginning of the subscription period for services that are transferred to the customer over the respective subscription period. The accounts receivable balances represent amounts billed to customers for goods and services where the Company has an unconditional right to payment of the amount billed.

The following table provides information about receivables and deferred revenue from contracts with customers (in thousands):


	2020	2019
Accounts receivable	174	—
Deferred revenue, current	158	—

The Company recognizes a receivable when it has an unconditional right to payment, and payment terms range from 20 days to 6 months based on the terms agreed upon with the respective customer.

The amount of revenue recognized during the year ended December 31, 2020 that was included in the deferred revenue balance at the beginning of the period was $0.

Revenue from leasing arrangements is not subject to the revenue standard for contracts with customers and remains separately accounted for under existing lease accounting guidance. The Company records operating lease rental revenue as service revenue on a straight-line basis over the lease term. The Company records revenue from the sale of equipment under sales-type leases as product revenue in an amount equal to the present value of minimum lease payments at the inception of the lease. Sales-type leases also produce financing income, which is included in products net revenue in the combined statements of operations and comprehensive loss and is recognized at effective rates of return over the lease term.

Transaction Price Allocated to Remaining Performance Obligations

On December 31, 2020, the Company had $859 of remaining performance obligations. The Company expects to recognize approximately 37% of its remaining performance obligations as revenue in fiscal year 2021, and an additional 63% in fiscal year 2022 and thereafter.

Significant Judgments

The Company makes significant judgments applying the guidance related to the determination of the timing and pattern of satisfaction of performance obligations, determination of the standalone selling price of performance obligations, and estimation of variable consideration.

Costs of Obtaining or Fulfilling Contracts

The Company incurs incremental costs of obtaining contracts with customers. Incremental costs of obtaining contracts, which include commissions paid as a result of obtaining contracts with customers, are capitalized to the extent that the Company expects to recover such costs. Capitalized costs are amortized in a pattern that is consistent with the Company’s transfer to the customer of the related goods and services. Such costs were not material during the years ended December 31, 2020 and 2019.

Practical Expedients and Accounting Policy Elections

As a practical expedient, the Company does not adjust transaction price for the effects of a significant financing component in contracts in which the period between when the Company transfers the promised good or service to the customer and when the customer pays for that good or service is a year or less.

The Company has made an accounting policy election to exclude all sales taxes from the transaction price of its contracts with customers. Accordingly, sales taxes collected from customers and remitted to government authorities is not included in revenue and is accounted for as a liability until it has been remitted to the respective government authority.

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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CONVERTIBLE PREFERRED STOCK - Additional information (Details) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2021 USD ($) Vote $ / shares	Dec. 31, 2020 USD ($)
Temporary Equity [Line Items]
Convertible preferred stock dividend rate	8.00%	8.00%
Threshold of aggregate proceeds from the offer and sale of common stock for conversion of temporary equity	$ 80,000	$ 80,000
Dividend declared
Temporary Equity [Line Items]
Dividend payable	$ 0	$ 0
Series A-1 Convertible Preferred Stock
Temporary Equity [Line Items]
Number of votes per share \| Vote	10
Conversation rate	1
Consideration for conversion of convertible preferred stock	$ 0
Series A-2 Convertible Preferred Stock
Temporary Equity [Line Items]
Number of votes per share \| Vote	1
Conversation rate	1
Consideration for conversion of convertible preferred stock	$ 0
Series A-1 and Series A-2 Convertible Preferred Stock
Temporary Equity [Line Items]
Issuance price per share \| $ / shares	$ 0.1287

COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands	Sep. 30, 2021 USD ($) site	Sep. 30, 2021 USD ($) site	Dec. 31, 2020 USD ($) site
Grant awarded from the BMGF	$ 3,300	$ 1,610	$ 1,610
Number of sites for equipping Hyperfine portable point-of-care MRI system \| site	5	20	20
Deferred grant funding	$ 3,467	$ 3,467	$ 1,610
Contractual obligations			$ 100
Contractual obligations term, under the contract with its contract manufacturer and a research services agreement with an academic institution		12 months
Grant Awarded for Provision and Equipping	2,500
Grant Awarded for Personnel Costs		$ 350
Grant Awarded for Equipment Costs		450
Contract with contract manufacturer
Contractual obligations	2,620	2,620
Research services agreement
Contractual obligations	$ 40	$ 40

FAIR VALUE MEASUREMENTS

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

FAIR VALUE MEASUREMENTS

4. FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value.

The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The Company utilizes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access.

Level 2 — Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

Level 3 — Valuations based on 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 has no assets or liabilities valued with Level 3 inputs.

The carrying value of cash and cash equivalents, notes receivable, accounts payable and accrued expenses and other current liabilities approximates their fair values due to the short-term or on demand nature of these instruments.

There were no transfers between fair value measurement levels during the nine months ended September 30, 2021 and December 31, 2020.

The Company had $62,746 and $58,418 of money market funds included in cash and cash equivalents as of September 30, 2021 and December 31, 2020, respectively. These assets were valued using quoted market prices and accordingly were classified as Level 1.

The Company determines that notes payable is classified as Level 2 and the relevant fair value approximates its carrying amount since it bears interest at rates that approximate current market rates.

4. FAIR VALUE OF FINANCIAL INSTRUMENTS

Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access.

There were no transfers between fair value measurement levels during the years ended December 31, 2020 and 2019.

The Company had $58,418 and $25,311 of money market funds included in cash and cash equivalents as of December 31, 2020 and 2019, respectively. These assets were valued using quoted market prices and accordingly were classified as Level 1.

The Company determines that Notes Payable is classified as Level 2 and the relevant fair value approximates its carrying amount since it bears interest at rates that approximate current market rates.

FAIR VALUE MEASUREMENTS

NOTE 9. FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:

Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:

Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At September 30, 2021, assets held in the Trust Account were comprised of $207,014,497 in money market funds which are invested primarily in U.S. Treasury Securities. Through September 30, 2021, the Company has not withdrawn any of interest earned on the Trust Account.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.


		September 30,
	Level	2021
Assets:
Marketable securities held in Trust Account	1	$	207,014,497

There were no transfers in or out of Level 3 from other levels in the fair value hierarchy.

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.

CONDENSED STATEMENT OF CASH FLOWS	1 Months Ended
CONDENSED STATEMENT OF CASH FLOWS	Dec. 31, 2020 USD ($)
Cash Flows from Financing Activities:
Cash - End of period	$ 64,286,000
HEALTHCOR CATALIO ACQUISITION CORP
Cash Flows from Operating Activities:
Net loss	(5,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Payment of formation costs through issuance of Class B ordinary shares	5,000
Changes in operating assets and liabilities:
Net cash used in operating activities	0
Cash Flows from Financing Activities:
Proceeds from convertible promissory note - related party	38,375
Payment of offering costs	(38,375)
Net cash provided by financing activities	0
Net Change in Cash	0
Cash - Beginning of period	0
Cash - End of period	0
Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	246,037
Deferred offering costs paid by Sponsor in exchange for the issuance of common stock	$ 20,000

CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS $ in Thousands	9 Months Ended		12 Months Ended		21 Months Ended
	Sep. 30, 2021 USD ($)	Sep. 30, 2020 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Sep. 30, 2021 USD ($)
Cash flows from operating activities
Net loss	$ (38,766)	$ (16,565)	$ (23,427)	$ (19,415)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	389	204	289	141
Loss on disposal of fixed assets				4
Stock-based compensation expense	3,131	857	1,117	896
Write-down of inventory	19	163	213
Sales under sales type leases			(46)
Payments received on net investment in lease	7	0	2
Changes in assets and liabilities:
Accounts receivable	(766)	(58)	(174)	309
Unbilled receivables	(48)	0
Inventory	(1,064)	(1,404)	(1,931)
Prepaid expenses and other current assets	(2,909)	261	146	(366)
Due from related parties	1,452	378	(782)	(161)
Other assets - related party	158	174	226	243
Prepaid inventory	0	649
Other long term assets	(614)	0
Accounts payable	3,923	(112)	(377)	467
Deferred grant funding	1,857	1,610	1,610
Deferred revenue	956	55
Due to related parties	1,198	2	27	(177)
Accrued expenses and other current liabilities	2,030	75	773	338
Net cash used in operating activities	(29,047)	(13,711)	(21,525)	(18,372)
Cash flows from investing activities:
Purchases of fixed assets	(1,736)	(795)	(1,568)	(244)
Net cash used in investing activities	(1,736)	(795)	(1,568)	(244)
Cash flows from financing activities:
Proceeds from exercise of stock options	1,462	64	120	36
Proceeds from issuance of Series D convertible preferred stock	30,468	0	59,769
Stock issuance costs related to Series D convertible preferred stock	(7)	0	(129)
Proceeds from issuance of notes payable	0	1,067	1,067	1,000
Repayment of notes payable			(889)	(2,000)
Investment from 4Bionics, LLC	3,516	500	1,000	5,700
Net cash provided by financing activities	35,439	1,631	60,938	4,736
Net increase (decrease) in cash and cash equivalents and restricted cash	4,656	(12,875)	37,845	(13,880)
Cash - Beginning of period	64,286	26,441	26,441	40,321	$ 26,441
Cash - End of period	68,942	13,566	64,286	26,441	68,942
Reconciliation of cash, cash equivalents, and restricted cash reported in the statement of financial position
Cash and cash equivalents	65,475	11,956	62,676	26,441	65,475
Restricted cash	3,467	1,610	1,610		3,467
Total cash, cash equivalents and restricted cash	68,942	13,566	64,286	26,441	$ 68,942
Supplemental disclosure of cash flow information:
Cash received from exchange of research and development tax credits	$ 324	$ 523	261	200
Cash paid for interest			6	$ 77
Supplemental disclosure of noncash flow information
Noncash acquisition of fixed assets			$ 136

REVENUE RECOGNITION - Summary of disaggregated revenues (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Revenue	$ 1,060	$ 87	$ 294
Device
Disaggregation of Revenue [Line Items]
Revenue	521	77	200
Service
Disaggregation of Revenue [Line Items]
Revenue	539	10	94
Point in time \| Device
Disaggregation of Revenue [Line Items]
Revenue	521	77	200
Overtime \| Service
Disaggregation of Revenue [Line Items]
Revenue	$ 539	$ 10	$ 94

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

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PREPAID EXPENSES AND OTHER CURRENT ASSETS

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables)

9 Months Ended

Sep. 30, 2021

Schedule of prepaid expenses and other current assets


	September 30,		December 31,
	2021		2020
Deferred transaction related costs	$	3,042	$	—
Prepaid expenses		385		203
Other current assets		173		488
Total prepaid expenses and other current assets	$	3,600	$	691

SHAREHOLDERS' EQUITY	1 Months Ended	9 Months Ended	12 Months Ended
SHAREHOLDERS' EQUITY	Dec. 31, 2020	Sep. 30, 2021	Dec. 31, 2020
SHAREHOLDER'S EQUITY			10. STOCKHOLDERS’ DEFICIT Common stock As of December 31, 2020, and 2019, Hyperfine had authorized 125,000,000 and 57,000,000 shares of common stock (“Hyperfine common stock”) at $0.0001 par value per share, of which a total of 4,812,083 shares and 4,605,299 shares were outstanding, respectively: As of December 31, 2020, and 2019, Liminal had 5,000 shares of common stock authorized at $0.001 par value per share, of which 1,000 shares were outstanding. In addition, as of December 31, 2020 and 2019 Hyperfine had authorized 25,000,000 shares of special- voting common stock (“Hyperfine Special-voting common stock”) as $0.0001 par value per share, of which none were issued or outstanding. Dividends Holders of the Hyperfine’s or Liminal’s common stock are not entitled to receive dividends unless declared by the Hyperfine’s board of directors or Liminal’s board of directors, respectively. Any such dividends on the Hyperfine common stock would be subject to the preferential dividend rights of the holders of the Convertible Preferred Stock (see above). There have been no dividends declared to date. Voting rights The holders of shares of the Hyperfine common stock are entitled to one vote per share on all matters on which the Hyperfine common stock shall be entitled to vote. The holders of shares of the Hyperfine Special- voting common stock are entitled to 10 votes per share on all matters on which the Hyperfine common stock shall be entitled to vote. The holders of Hyperfine common stock and Hyperfine Special-voting common stock shall vote together and not as separate classes.
HEALTHCOR CATALIO ACQUISITION CORP
SHAREHOLDER'S EQUITY	NOTE 7 — SHAREHOLDERS’ EQUITY Preference Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2020, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At December 31, 2020, there were no Class A ordinary shares issued and outstanding Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At December 31, 2020, there were 5,175,000 Class B ordinary shares issued and outstanding. Only holders of the Class B ordinary shares will have the right to vote on the appointment of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law. The Founder Shares will automatically convert into Class A ordinary shares on the day of the closing of an initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding (excluding the Private Placement Shares) upon completion of our initial public offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Shares issued to the Sponsor, members of the Company’s management team or any of the Company’s affiliates upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.	NOTE 8. SHAREHOLDER’S EQUITY Preference Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2021 and December 31, 2020, there were no shares of preferred shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At September 30, 2021, there were 20,700,000 Class A ordinary shares issued and outstanding, including Class A ordinary shares subject to possible redemption which are presented as temporary equity. Class A Private Placement Shares — Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 614,000 Private Placement Shares at a price of $10.00 per Private Placement Share, for an aggregate purchase price of $6,140,000 from the Company in a private placement. The proceeds from the sale of the Private Placement Shares were added to the net proceeds from the Initial Public Offering held in the Trust Account, of which $4,410,000 was paid to the underwriters and $2,000,000 was provided to the Company as funds held outside of the trust account for working capital purposes. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Shares held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Shares will be worthless (see Note 5). Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. As of September 30, 2021 and December 31, 2020, there were 5,175,000 shares of Class B ordinary shares issued and outstanding, respectively. Only holders of the Class B ordinary shares will have the right to vote on the appointment of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law. The Founder Shares will automatically convert into Class A ordinary shares on the day of the closing of an initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding (excluding the Private Placement Shares) upon completion of our initial public offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Shares issued to the Sponsor, members of the Company’s management team or any of the Company’s affiliates upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.

RELATED PARTY TRANSACTIONS

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

14. RELATED PARTY TRANSACTIONS

The Company utilizes and subleases office and lab space in Connecticut which is being leased from an unrelated landlord by 4Catalyzer Corporation (“4C”), which is owned by a related party. The Company pays rent to 4C on a month-to-month basis, and no lease agreement has been entered into. For the nine months ended September 30, 2021 and 2020, the Company paid a total of approximately $103 and $76, respectively, to 4C.

Certain expenses incurred at 4Bionics were allocated to its subsidiaries, including Liminal. Expenses that broadly benefited 4Bionics and its subsidiaries were allocated evenly amongst its three subsidiaries. Expenses that were incurred on behalf of the employees of each company were allocated based on each subsidiary’s relative headcount. Total expenses allocated to Liminal for the nine months ended September 30, 2021 and 2020 were $10 and $7, respectively. The method used to allocate common expenses of 4Bionics to Liminal is reasonable.

the maturity date of January 11, 2022, $90 of the then outstanding principal amount and all interest accrued to that date will be forgiven and Borrower will no longer be required to repay the amount. Interest on the Note is payable annually in cash on the anniversary date of the Note, and as of September 30, 2021 and December 31, 2020, interest receivable in the amount of $0 and $2, respectively, are included in Prepaid expenses and other current expenses on the condensed consolidated and combined balance sheets. No interest income was recognized for the nine months ended September 30, 2021 and 2020.

The Company also makes payments to 4C to prefund the acquisition of capital assets and these amounts are included in Other assets — related party on the condensed consolidated and combined balance sheets. Such prepaid advances were $996 and $1,154 at September 30, 2021 and December 31, 2020, respectively.

The Company is a party to an Amended and Restated Technology Services Agreement (the “ARTSA”), most recently amended on November 11, 2020, by and among 4C, the Company and other participant companies controlled by the Rothberg family. Under the ARTSA, the Company and the other participant companies agreed to share certain non-core technologies, which means any technologies, information or equipment owned or otherwise controlled by the participant company that are not specifically related to the core business area of the participant and subject to certain restrictions on use. The ARTSA also provides for 4C to perform certain services for the Company and each other participant company such as monthly administrative, management and technical consulting services to the Company which are pre-funded approximately once a quarter. The Company incurred expenses of $3,354 and $1,498 during the nine months ended September 30, 2021 and 2020, respectively. The amounts advanced to and due from 4C at September 30, 2021 and December 31, 2020, related to operating expenses was $0 and $1,496, respectively, and is included in Due from related parties on the condensed consolidated and combined balance sheets. There was also $1,221 and $11 of amounts due to 4C for expenses paid on their behalf at September 30, 2021 and December 31, 2020, respectively. These payables are included in Due to related parties on the condensed consolidated and combined balance sheets.

The ARTSA also provides for the participant companies to provide other services to each other. The Company also has transactions with other entities under common ownership, which include payments made to third parties on behalf of the Company. The amounts remaining payable at September 30, 2021 and December 31, 2020 are $112 and $124, respectively, and are included in the Due to related parties on the condensed consolidated and combined balance sheets. In addition, the Company has transactions with these other entities under common ownership which include payments made by the Company to third parties on behalf of the other entities and the amounts remaining receivable are in the aggregate $13 at September 30, 2021 and the amounts remaining payable are in the aggregate $30 at December 31, 2020, and are reflected in the Due from related parties on the condensed consolidated and combined balance sheets. All amounts are paid or received throughout the year within 30 days after the end of each month.

Hyperfine and Liminal entered into Technology and Services Exchange Agreements (each, a “TSEA” and collectively, the “TSEA”) with other participant companies controlled by the Rothbergs. A TSEA by and among Butterfly Network, Inc., AI Therapeutics, Inc., Quantum-Si Incorporated, 4Bionics LLC, Tesseract Health, Inc., Detect, Inc. (f/k/a Homodeus Inc.), Hyperfine and Liminal was signed in November 2020; a TSEA by and among Quantum-Si Incorporated, AI Therapeutics, Inc., 4Bionics LLC, Tesseract Health, Inc., Detect, Inc., Hyperfine and Liminal was signed in February 2021 (and which Protein Evolution, Inc. joined in August 2021); and a TSEA by and among Hyperfine, Liminal, AI Therapeutics, Inc., Tesseract Health, Inc. and Detect, Inc. was signed in July 2021 and will become effective upon the Closing. Under the TSEA, Hyperfine and Liminal may, in their discretion, permit the use of non-core technologies, which include any technologies, information or equipment owned or otherwise controlled by the participant company that are not specifically related to the core business area of the participant, such as software, hardware, electronics, fabrication and supplier information, vendor lists and contractor lists, by other participant companies.

14. RELATED PARTY TRANSACTIONS

The Company utilizes and subleases office and lab space in Connecticut which is being leased from an unrelated landlord by 4Catalyzer Corporation, (“4C”), which is owned by a related party. The Company pays rent to 4C on a month-to-month basis, and no lease agreement has been entered into. During 2020 and 2019 a total of approximately $113 and $107, respectively, was paid to 4C.

Certain expenses incurred at 4Bionics were allocated to its subsidiaries, including Liminal. Expenses that broadly benefited 4Bionics and its subsidiaries were allocated evenly amongst its three subsidiaries. Expenses that were incurred on behalf of the employees of each company were allocated based on each subsidiary’s relative headcount. Total expenses allocated to Liminal in 2020 and 2019 were $64 and $8, respectively. The method used to allocate common expenses of 4Bionics to Liminal is reasonable.

In January 2018, the Company entered into a Promissory Note (the “Note”) with one of its employees (the “Borrower”) in the amount of $90. The Note bears interest at a rate equal to 1.68% per annum. If the Borrower remains employed with the Company on the maturity date of January 11, 2022, $90 of the then outstanding principal amount and all interest accrued to that date will be forgiven and Borrower will no longer be required to repay the amount. Interest on the Note is payable annually in cash on the anniversary date of the Note, and as of December 31, 2020 and 2019, interest receivable in the amount of $2 and $2, respectively, are included in Prepaid expenses and other current expenses on the combined balance sheets, and interest income of $2 and $2, respectively, were recognized as of December 31, 2020 and 2019.

The Company also makes payments to 4C to prefund the acquisition of capital assets and these amounts are included in Other assets — related party on the combined balance sheets. Such prepaid advances were $1,154 and $1,380 at December 31, 2020 and 2019, respectively.

The Company is a party to an Amended and Restated Technology Services Agreement (the “ARTSA”), most recently amended on November 11, 2020, by and among 4C, the Company and other participant companies controlled by the Rothberg family. Under the ARTSA, the Company and the other participant companies agreed to share certain non-core technologies, which means any technologies, information or equipment owned or otherwise controlled by the participant company that are not specifically related to the core business area of the participant and subject to certain restrictions on use. The ARTSA also provides for 4C to perform certain services for the Company and each other participant company such as monthly administrative, management and technical consulting services to the Company which are pre-funded approximately once a quarter. The Company incurred expenses from 4C of $2,160 and $2,812 during the years ended December 31, 2020 and 2019 respectively. The amounts advanced and due from 4C at December 31, 2020 and 2019, related to operating expenses was $1,496 and $665, respectively, and is included in Due from related parties on the combined balance sheets. There was also $11 and $3 of amounts due to 4C for expenses paid on their behalf. These payables are included in Due to related parties on the combined balance sheets.

The ARTSA also provides for the participant companies to provide other services to each other. The Company also has transactions with other entities under common ownership, which include payments made to third parties on behalf of the Company. The amounts remaining payable at December 31, 2020 and 2019 are $124 and $105, respectively, and are included in the due to related parties on the combined balance sheets. In addition, the Company has transactions with these other entities under common ownership which include payments made by the Company to third parties on behalf of the other entities and the amounts remaining payable at the end of each calendar year are in the aggregate $30 and $18, and are reflected in the due from related parties on the combined balance sheets at December 31, 2020 and 2019, respectively. All amounts are paid or received throughout the year within 30 days after the end of each month.

Beginning in November 2020, Hyperfine and Liminal entered into a Technology and Services Exchange Agreement (the “TSEA”) by and among Hyperfine, Liminal and Butterfly Network, Inc. Under the TSEA, Hyperfine and Liminal may, in their discretion, permit the use of non-core technologies, which include any technologies, information or equipment owned or otherwise controlled by the participant company that are not specifically related to the core business area of the participant, such as software, hardware, electronics, fabrication and supplier information, vendor lists and contractor lists, by other participant companies.

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value asset transfers, Level 1 to Level 2	$ 0	$ 0
Fair value asset transfers, Level 2 to Level 1	0	0
Fair value liabilities transfers, Level 1 to Level 2	0	0
Fair value liabilities transfers, Level 2 to Level 1	0	0
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	$ 62,746	58,418
Money market funds \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents		$ 58,418	$ 25,311

INVENTORIES

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

INVENTORIES

INVENTORIES

5. INVENTORIES

The inventory balance as of September 30, 2021 and December 31, 2020 is comprised of finished goods. Manufacturing overhead costs primarily include management’s best estimate and allocation of the labor costs incurred related to acquiring finished goods from the Company’s contract manufacturer. Labor costs include wages, taxes and benefits for employees involved in warehousing, logistics coordination, material sourcing, and production planning activities. The majority of these costs have been written off based on the Company’s analysis of net realizable value.

For the nine months ended September 30, 2021 and 2020, net realizable value inventory adjustments and excess and obsolete inventory charges were $19 and $163, respectively, and were recognized in cost of sales.

5. INVENTORIES

The inventory balance as of December 31, 2020 is comprised of finished goods. The Company did not have any inventory balances as of December 31, 2019.

Manufacturing overhead costs primarily include management’s best estimate and allocation of the labor costs incurred related to acquiring finished goods from the Company’s contract manufacturer. Labor costs include wages, taxes and benefits for employees involved in warehousing, logistics coordination, material sourcing, and production planning activities. The majority of these costs have been written off based on the Company’s analysis of net realizable value.

For the year ended December 31, 2020, net realizable value inventory adjustments and excess and obsolete inventory charges were $213 and were recognized in cost of sales.

COMBINED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT - USD ($)	Hyperfine Common stock	Liminal Common stock	Additional Paid-in Capital	Accumulated Deficit	Hyperfine Convertible Preferred Stock	Liminal Convertible Preferred Stock	Total
Balance at the beginning at Dec. 31, 2018					$ 67,211,210
Balance at the beginning (in shares) at Dec. 31, 2018					68,646,000
Balance at the end at Dec. 31, 2019					$ 68,646,000	$ 0	$ 68,646,000
Balance at the end (in shares) at Dec. 31, 2019					67,211,210	0
Balance at the beginning at Dec. 31, 2018			$ 1,546,000	$ (28,627,000)			(27,081,000)
Balance at the beginning (in shares) at Dec. 31, 2018	4,435,136	1,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income(loss)				(19,415,000)			(19,415,000)
Investment from 4Bionics, LLC			5,700,000				5,700,000
Exercise of stock options			36,000				36,000
Exercise of stock options (in shares)	170,163
Stock-based compensation expense			896,000				896,000
Balance at the end at Dec. 31, 2019			8,178,000	(48,042,000)			(39,864,000)
Balance at the end (in shares) at Dec. 31, 2019	4,605,299	1,000
Balance at the end at Sep. 30, 2020					$ 68,646,000	$ 0
Balance at the end (in shares) at Sep. 30, 2020					67,211,210
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income(loss)			0	(16,565,000)	$ 0	0	(16,565,000)
Investment from 4Bionics, LLC			500,000	0	0	0	500,000
Exercise of stock options			64,000	0	0	0	64,000
Stock-based compensation expense			857,000	0	0	$ 0	857,000
Balance at the end at Sep. 30, 2020			9,599,000	(64,607,000)			(55,008,000)
Balance at the end (in shares) at Sep. 30, 2020						0
Balance at the beginning at Dec. 31, 2019					$ 68,646,000	$ 0	68,646,000
Balance at the beginning (in shares) at Dec. 31, 2019					67,211,210	0
Hyperfine convertible preferred stock
Issuance of Series D convertible preferred stock, net of issuance costs					$ 59,640,000
Issuance of Series D convertible preferred stock, net of issuance costs (in shares)					27,799,648
Balance at the end at Dec. 31, 2020					$ 128,286,000	$ 0	128,286,000
Balance at the end (in shares) at Dec. 31, 2020					95,010,858	0
Balance at the beginning at Dec. 31, 2019			8,178,000	(48,042,000)			(39,864,000)
Balance at the beginning (in shares) at Dec. 31, 2019	4,605,299	1,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income(loss)				(23,427,000)			(23,427,000)
Investment from 4Bionics, LLC			1,000,000				1,000,000
Exercise of stock options			120,000				120,000
Exercise of stock options (in shares)	206,784
Stock-based compensation expense			1,117,000				1,117,000
Balance at the end at Dec. 31, 2020			10,415,000	(71,469,000)			(61,054,000)
Balance at the end (in shares) at Dec. 31, 2020	4,812,083	1,000
Balance at the end at Dec. 31, 2020					$ 128,286,000	$ 0	128,286,000
Balance at the end (in shares) at Dec. 31, 2020					95,010,858	0
Balance at the end at Dec. 31, 2020			10,415,000	(71,469,000)			(61,054,000)
Balance at the end (in shares) at Dec. 31, 2020	4,812,083	1,000
Balance at the beginning at Dec. 31, 2020					$ 128,286,000	$ 0	128,286,000
Balance at the beginning (in shares) at Dec. 31, 2020					95,010,858	0
Hyperfine convertible preferred stock
Issuance of Series D convertible preferred stock, net of issuance costs			0	0	$ 30,461,000	$ 0	0
Issuance of Series D convertible preferred stock, net of issuance costs (in shares)					14,171,333
Balance at the end at Sep. 30, 2021					$ 158,747,000	$ 9,350,000
Balance at the end (in shares) at Sep. 30, 2021					109,182,191	57,500,000
Balance at the beginning at Dec. 31, 2020			10,415,000	(71,469,000)			(61,054,000)
Balance at the beginning (in shares) at Dec. 31, 2020	4,812,083	1,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income(loss)			0	(38,766,000)	$ 0	$ 0	(38,766,000)
Investment from 4Bionics, LLC			3,516,000	0	0	0	3,516,000
Exercise of stock options			1,461,000	0	0	0	1,462,000
Stock-based compensation expense			3,131,000	0	0	0	3,131,000
Balance at the end at Sep. 30, 2021			9,173,000	(110,235,000)			(101,061,000)
Balance at the end at Sep. 30, 2021					$ 158,747,000	$ 9,350,000
Balance at the end (in shares) at Sep. 30, 2021					109,182,191	57,500,000
Balance at the end at Sep. 30, 2021			$ 9,173,000	$ (110,235,000)			$ (101,061,000)

PRIVATE PLACEMENT (Details) - HEALTHCOR CATALIO ACQUISITION CORP - USD ($)	1 Months Ended	9 Months Ended
	Dec. 31, 2020	Sep. 30, 2021	Mar. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price		$ 6,140,000
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price		$ 4,410,000
Over-allotment option \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued		614,000
Price of warrants		$ 10.00
Aggregate purchase price		$ 6,140,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price	$ 4,410,000	$ 4,410,000
Private Placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	614,000	614,000	614,000
Price of warrants	$ 10.00	$ 10.00
Aggregate purchase price	$ 6,140,000	$ 6,140,000
Funds held outside trust account	$ 2,000,000	$ 2,000,000

EQUITY INCENTIVE PLAN

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

EQUITY INCENTIVE PLAN

EQUITY INCENTIVE PLAN

11. EQUITY INCENTIVE PLAN

During the nine months ended September 30, 2021 and the year ended December 31, 2020, Hyperfine and Liminal were distinct entities with separate equity incentive plans for their employees, directors and consultants. As such, the Company has separately disclosed the details of the equity incentive plans and related stock compensation expense incurred by Hyperfine and Liminal below, before providing detail regarding their combined compensation expense and presentation within the condensed consolidated and combined statements of operations and comprehensive loss.

Hyperfine’s Equity Incentive Plan

Hyperfine’s 2014 Employee, Director and Consultant Equity Incentive Plan, as amended on October 9, 2020 (the “Hyperfine Plan”), was originally adopted by its board of directors and stockholders in February 2014. A summary of the stock option activity under the Hyperfine Plan is presented in the table below.

Stock option activity

During the nine months ended September 30, 2021, the Company granted certain equity awards to the newly hired Chief Executive Officer. These awards include (1) an option award to purchase 5,800,000 shares of Hyperfine common stock which will vest based on continued service over a four year period, (2) two separate option awards to purchase 1,450,000 shares each of Hyperfine common stock (2,900,000 shares in total), which will be fully vested upon the occurrence of various service, performance, and market conditions. The service condition for these awards is satisfied by providing service to the Company based on the defined service period per the award agreement. The performance-based condition is satisfied upon the occurrence of a special purpose acquisition company (“SPAC”) transaction, initial public offering (IPO), or financing event as defined in the award agreement. The market condition is satisfied by achieving various multiples of a defined price per share. The achievement of the performance condition and the commencement of the related expense recognition event will not occur until the event is deemed probable, which will occur once a SPAC transaction, IPO, or financing event has occurred. An additional 1,450,000 share option award with terms similar to those described above will be granted pursuant to the terms of the offer letter. In addition to the above, Hyperfine restricted stock units with a value of $2,500 will be granted at the closing of a Listing Event, as defined by the agreement, within two years of the Chief Executive Officer’s start date, subject to continued service and which will vest on a schedule to be agreed upon between Hyperfine and the Chief Executive Officer.

Certain equity awards were also granted to the Company’s newly elected Chairman of the Board. The equity compensation includes (1) an option award to purchase 2,175,000 shares of Hyperfine common stock which will vest based on continued service, over four years, (2) two separate option awards to purchase 725,000 shares each of Hyperfine common stock (1,450,000 shares in total), which will be fully vested upon the occurrence of various certain service, performance, and market conditions. The service

condition for these awards is satisfied by providing service to the Company based on the defined service period per the award agreement. The performance-based condition is satisfied upon the occurrence of a SPAC transaction, IPO, or financing event as defined in the award agreement. The market condition is satisfied by achieving various multiples of a defined price per share. The achievement of the performance condition and the commencement of the related expense recognition event will not occur until the event is deemed probable, which will occur once a SPAC transaction, IPO, or financing event has occurred.

The Company also granted 475,000 option awards subject to certain service and performance conditions. The service condition requires the participant’s continued employment with the Company through the applicable vesting date, and the performance condition requires the consummation of a Sale, IPO, or SPAC transaction as defined in the option award agreement. For options with performance conditions, stock-based compensation expense is recognized only if the performance conditions become probable to be satisfied. As the performance condition is a Sale, IPO, or SPAC transaction, the performance condition will only become probable once consummated. As a Sale, IPO, or SPAC transaction has not yet occurred, the Company has not recorded any stock-based compensation expense related to these option awards. These awards were forfeited and cancelled during the nine months ended September 30, 2021.

A summary of the stock option activity under the Hyperfine Plan is presented in the table below:


				Weighted
		Weighted		Average
		Average		Remaining	Aggregate
	Number of	Exercise		Contractual	Intrinsic
	Options	Price		Term	Value
Outstanding at December 31, 2020	5,812,150	$	0.87	7.07	$	2,073
Granted	19,591,900		1.07
Exercised	(1,690,990)		0.86
Forfeited	(1,047,555)		1.04
Outstanding at September 30, 2021	22,665,505	$	1.04	9.03	$	1,018
Options exercisable at September 30, 2021	3,554,421	$	0.83	6.64	$	964
Vested and expected to vest at September 30, 2021	21,149,996	$	1.03	9.00	$	1,014

Liminal’s Equity Incentive Plan

During May 2021, Liminal’s board of directors adopted the 2021 Employee, Director, and Consultant Equity Incentive Plan (the “Liminal Plan”).

Stock Option Activity

During the nine months ended September 30, 2021, Liminal began to grant stock option awards to its employees, directors and consultants. Each stock option grant carries varying vesting schedules whereby the options may be exercised at the participant’s sole discretion to the extent the options have vested provided they are an employee, director or consultant of Liminal on the applicable vesting date. Each option shall terminate not more than ten years from the date of the grant. Except as noted in the following paragraph, the stock option grants are subject to service vesting conditions only.

During the nine months ended September 30, 2021, Liminal granted 575,000 option awards subject to certain service and performance conditions. The service condition requires the participant’s continued employment with Liminal through the applicable vesting date, and the performance condition requires the consummation of a Sale, IPO, or SPAC transaction as defined in the option award agreement. For options with performance conditions, stock-based compensation expense is recognized only if the performance conditions become probable to be satisfied. As the performance condition is a Sale, IPO, or SPAC transaction, the performance condition will only become probable once consummated. As a Sale, IPO, or SPAC transaction has not yet occurred, Liminal has not recorded any stock-based compensation expense related to these option awards. These awards were forfeited and cancelled during the nine months ended September 30, 2021.

A summary of the stock option activity under the Liminal Plan is presented in the table below:


				Weighted
		Weighted		Average
		Average		Remaining	Aggregate
	Number of	Exercise		Contractual	Intrinsic
	Options	Price		Term	Value
Outstanding at December 31, 2020	—	$	—	—	$	—
Granted	1,976,000		0.94
Exercised	—		—
Forfeited	(1,006,250)		0.94
Outstanding at September 30, 2021	969,750	$	0.94	9.61	$	—
Options exercisable at September 30, 2021	189,091	$	0.94	9.61	$	—
Vested and expected to vest at September 30, 2021	969,750	$	0.94	9.61	$	—

Incentive Unit and Preferred Stock Award Activity

On April 2, 2021, 4Bionics executed a plan of liquidation and dissolution and its ownership in Liminal was distributed to its members and to the holders of incentive units. Immediately subsequent to the dissolution, all outstanding unvested incentive unit awards under 4Bionic’s 2019 Equity Incentive Plan were replaced with preferred stock awards indexed to and settled in the preferred stock of the former 4Bionics subsidiaries Liminal, Detect, Inc. (f/k/a Homodeus Inc.), Tesseract Health, Inc. and Protein Evolution, Inc. The preferred stock awards are subject to service vesting conditions only. No incremental value was provided to participants as a result of the modification of the awards as the modification date fair value of the incentive unit awards was equal to modification date fair value of the stock underlying the restricted stock awards. Moreover, the remaining vesting period before and after modification was unchanged. No incremental compensation expense was recognized as a result of the modification.

Prior to the dissolution of 4Bionics, a portion of total 4Bionics stock-based compensation expense was allocated to Liminal based on the level of service provided by the relevant employees, directors and consultants to Liminal over the term of the award. Subsequent to the dissolution of 4Bionics, Liminal recognizes the stock- based compensation expense related to the replacement preferred stock awards and no allocation methodology is required. Liminal recognized stock-based compensation expense of $217 and $213 related to the incentive unit awards and replacement preferred stock awards during the nine months ended September 30, 2021 and September 30, 2020, respectively.

The Company’s stock-based compensation expense for the periods presented was as follows (in thousands):


	Nine months ended September 30,
	2021		2020
Cost of sales – Device	$	12	$	—
Cost of sales – Service		12		—
Research and development		829		655
General and administrative		2,226		131
Sales and marketing		52		71
	$	3,131	$	857

No related tax benefits of the stock-based compensation expense have been recognized and no related tax benefits have been realized from the exercise of stock options due to the Company’s net operating loss (“NOL”) carryforwards.

11. EQUITY INCENTIVE PLAN

During the years ended December 31, 2020 and 2019, Hyperfine and Liminal were distinct entities with separate equity incentive plans for their employees, directors and consultants. As such, the Company has separately disclosed the details of the equity incentive plans and related stock compensation expense incurred by Hyperfine and Liminal below, before providing detail regarding their combined compensation expense and presentation within the combined statements of operations and comprehensive loss.

Hyperfine’s Equity Incentive Plan

Hyperfine’s 2014 Employee, Director and Consultant Equity Incentive Plan as amended on October 9, 2020 (the “Hyperfine Plan”), was originally adopted by its board of directors and stockholders in February 2014. As of January 1, 2019, a total of 12,000,000 shares of Hyperfine common stock were reserved for issuance under the Hyperfine Plan, in October 2020, upon approval of the Hyperfine stockholders, the amount reserved was increased to 16,000,000, and a total of 16,000,000 shares of Hyperfine common stock remain reserved as of December 31, 2020. The Hyperfine Plan is administered by the board of directors of Hyperfine. The board of directors may grant restricted stock and options to purchase shares either as incentive stock options or non-qualified stock options. The option grants are subject to certain terms and conditions, option periods and conditions, exercise rights and privileges as set forth in the Hyperfine Plan. At December 31, 2020, 5,375,767 shares of Hyperfine common stock remained available for issuance under the Hyperfine Plan.

Stock option activity

Each stock option grant carries varying vesting schedules whereby the options may be exercised at the participant’s sole discretion provided they are an employee, director or consultant of Hyperfine on the applicable vesting date. Each option shall terminate not more than ten years from the date of the grant.

All options granted by Hyperfine during the years ended December 31, 2020 and 2019, were granted with exercise prices equal to the estimated fair value of Hyperfine’s common stock at the date of grant, as determined by Hyperfine’s board of directors.

A summary of the stock option activity under the Hyperfine Plan is presented in the table below:


				Weighted
				Average
		Weighted		Remaining	Aggregate
	Number of	Average		Contractual	Intrinsic
	Options	Exercise Price		Term	Value
Outstanding at December 31, 2019	4,764,571	$	0.74	7.53	$	2,313
Granted	1,432,250		1.23
Exercised	(206,784)		0.58
Forfeited	(177,887)		0.64
Outstanding at December 31, 2020	5,812,150	$	0.87	7.07	$	2,073
Options exercisable at December 31, 2020	3,977,599	$	0.76	6.43	$	1,879
Vested and expected to vest at December 31, 2020	5,666,661	$	0.87	7.07	$	5,667

Hyperfine received cash proceeds from the exercise of stock options of $120 and $36 during the years ended December 31, 2020 and 2019, respectively. The total intrinsic value (the amount by which the stock price exceeds the exercise price of the option on the date of exercise) of the stock options exercised during the years ended December 31, 2020 and 2019, was $167 and $173, respectively. The weighted-average grant date fair value of options granted during the years ended December 31, 2020 and 2019, was $0.69 and $0.72 per share, respectively.

Stock option valuation inputs

Hyperfine utilizes the Black-Scholes option pricing model for determining the estimated fair value for service awards. The Black-Scholes model requires the use of subjective assumptions which determine the fair value of stock-based awards. The assumptions used to value option grants to employees for the years ended December 31, 2020 and 2019 were as follows:


	2020		2019
Risk Free interest rate	1.5% – 1.7	%	1.5% – 2.7	%
Expected dividend yield	0	%	0	%
Expected term	5.8 years – 6.0 years		5.9 years – 6.2 years
Expected volatility	60	%	60	%

The assumptions used to value option grants to nonemployees for the years ended December 31, 2020 and 2019 were as follows:


	2020		2019
Risk Free interest rate	1.5% – 1.7	%	1.5% – 2.7	%
Expected dividend yield	0	%	0	%
Expected term	5.8 years – 6.0 years		4.7 years – 10.0 years
Expected volatility	60	%	60	%

Risk free interest rate

The risk-free interest rate for periods within the expected term of the awards is based on the U.S. Treasury yield curve in effect at the time of the grant.

Expected dividend yield

The Company has never declared or paid any cash dividends and does not expect to pay any cash dividends in the foreseeable future.

Expected term

For employee awards, the Company calculates the expected term using the “simplified” method, which is the simple average of the vesting period and the contractual term. The simplified method is applied as the Company does not have sufficient historical data to provide a reasonable basis for an estimate of the expected term. For non-employee awards the contractual term is used.

Expected volatility

As Hyperfine has been privately held since inception, there is no specific historical or implied volatility information available.

Accordingly, Hyperfine estimates the expected volatility on the historical stock volatility of a group of similar companies that are publicly traded over a period equivalent to the expected term of the stock- based awards. Point estimates of expected annual equity volatility of 60% and 60% for December 31, 2020 and 2019, respectively, were selected in the guideline companies’ historical range.

Exercise price

The number of stock options granted to Hyperfine’s employees and nonemployees were 1,432,250 and 903,750 during 2020 and 2019, respectively.

Liminal’s equity incentive plan

During the years ended December 31, 2020 and 2019, Liminal was a wholly owned subsidiary of 4Bionics, and as such, 4Bionics granted equity awards to Liminal’s employees and nonemployees under the 4Bionics’s 2019 Equity Incentive Plan (the “4Bionics Plan”). The 4Bionics Plan was originally adopted by 4Bionics’s board of directors and stockholders in October 2019. A total of 15,000,000 incentive units, described below, were reserved for issuance under the 4Bionics Plan to employees and nonemployees of 4Bionics and its subsidiaries. In August 2020, upon approval of the 4Bionics members, the amount reserved was increased to 20,000,000. The 4Bionics Plan is administered by the board of directors of 4Bionics. At December 31, 2020, 3,036,226 incentive units remain available for issuance under the 4Bionics Plan.

Holders of incentive units are entitled to receive distributions from 4Bionics in proportion to their ownership percent interest that are in excess of the threshold price of the award, (the “Threshold Price”) set by the 4Bionics board of directors on the date of grant. The Threshold Price was based on the amount that would be distributed in respect of a common unit pursuant to its liquidation preferences, if, upon a hypothetical liquidation of 4Bionics on the date of issuance of such incentive unit 4Bionics sold its assets for their fair market value, satisfied its liabilities and distributed its remaining net assets to holders of units in liquidation. Holders of vested incentive units will participate in distributions with holders of common units in distributions in excess of the Threshold Price. The Threshold Price is sufficiently high such that holders would not expect to participate in ordinary distributions, and instead such participation would occur only upon a significant transaction such as a sale of the company. The underlying terms of the incentive units and the intended purpose of the awards were more akin to an equity-based compensation award than a performance bonus or profit-sharing arrangement and, therefore, the incentive units were equity-classified awards. Participants were not required to pay cash consideration to 4Bionics to receive the incentive units. The incentive units are subject to service vesting conditions only.

A portion of total 4Bionics stock-based compensation expense was allocated to Liminal in the amount of $274 and $181 during 2020 and 2019, respectively. The allocation method was based on the level of service provided by the relevant employees and non-employees to Liminal over the term of the award.

The Company’s stock-based compensation expense for the periods presented was as follows (in thousands):


	2020		2019
Research and development	$	864	$	596
General and administrative		231		293
Sales and marketing		22		7
Total stock-based compensation expense	$	1,117	$	896

Total unrecognized stock-based compensation expense as of December 31, 2020, was $1,299, which will be recognized over the remaining vesting period of 2.44 years.

SUBSEQUENT EVENTS

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

SUBSEQUENT EVENTS

16. SUBSEQUENT EVENTS

●

In February 2021, Hyperfine and Liminal entered into a TSEA with Quantum-Si Incorporated.

●

On April 14, 2021, upon approval of the Hyperfine board of directors and stockholders, the amount of Hyperfine common stock reserved under the Hyperfine Plan was increased by 3,000,000 to 19,000,000.

●

On April 22, 2021, Hyperfine established a wholly owned subsidiary in the United Kingdom.

●

INCOME TAXES - Tax net operating loss carryforward and tax credit carryforward (Details) $ in Thousands	Dec. 31, 2020 USD ($)
Hyperfine \| Federal research and development
Tax credit carryforwards:
Tax credit carryforwards, amount	$ 1,561
Hyperfine \| Connecticut research and development
Tax credit carryforwards:
Tax credit carryforwards, amount	464
Hyperfine \| Connecticut other
Tax credit carryforwards:
Tax credit carryforwards, amount	14
Liminal \| Federal research and development
Tax credit carryforwards:
Tax credit carryforwards, amount	271
Liminal \| Connecticut research and development
Tax credit carryforwards:
Tax credit carryforwards, amount	35
States \| Hyperfine \| Expire Through 2040
Tax net operating loss carryforwards:
Tax net operating loss carryforwards, amount	42,752
States \| Hyperfine \| Expire Through 2030
Tax net operating loss carryforwards:
Tax net operating loss carryforwards, amount	24
States \| Liminal
Tax net operating loss carryforwards:
Tax net operating loss carryforwards, amount	6,170
Federal (pre-2018 NOLs) \| Hyperfine
Tax net operating loss carryforwards:
Tax net operating loss carryforwards, amount	12,084
Federal (post-2017 NOLs) \| Hyperfine
Tax net operating loss carryforwards:
Tax net operating loss carryforwards, amount	43,345
Federal (post-2017 NOLs) \| Liminal
Tax net operating loss carryforwards:
Tax net operating loss carryforwards, amount	$ 6,170

SUBSEQUENT EVENTS

1 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Dec. 31, 2020

16. SUBSEQUENT EVENTS

●

In February 2021, Hyperfine and Liminal entered into a TSEA with Quantum-Si Incorporated.

●

On April 14, 2021, upon approval of the Hyperfine board of directors and stockholders, the amount of Hyperfine common stock reserved under the Hyperfine Plan was increased by 3,000,000 to 19,000,000.

●

On April 22, 2021, Hyperfine established a wholly owned subsidiary in the United Kingdom.

●

NOTE 8 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than as described in these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

NOTE 10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued.

EQUITY INCENTIVE PLAN - Summary of stock option, valuation assumptions (Details) - Hyperfine Plan	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	60.00%	60.00%
Share-based Payment Arrangement, Employee
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield	0.00%	0.00%
Expected volatility	60.00%	60.00%
Share-based Payment Arrangement, Employee \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk Free interest rate, minimum	1.50%	1.50%
Expected term	5 years 9 months 18 days	5 years 10 months 24 days
Share-based Payment Arrangement, Employee \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk Free interest rate, maximum	1.70%	2.70%
Expected term	6 years	6 years 2 months 12 days
Share-based Payment Arrangement, Nonemployee
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield	0.00%	0.00%
Expected volatility	60.00%	60.00%
Share-based Payment Arrangement, Nonemployee \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk Free interest rate, minimum	1.50%	1.50%
Expected term	5 years 9 months 18 days	4 years 8 months 12 days
Share-based Payment Arrangement, Nonemployee \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk Free interest rate, maximum	1.70%	2.70%
Expected term	6 years	10 years

CONVERTIBLE PREFERRED STOCK

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

CONVERTIBLE PREFERRED STOCK

10. CONVERTIBLE PREFERRED STOCK

Hyperfine Convertible Preferred Stock

September 30, 2021


					Shares	Total						Initial
		Issuance			Issued	Proceeds or				Net		Liquidation
	Year of Class	Price per		Shares	and	Exchange		Issuance		Carrying		Price per
Class	Issuance	Share		Authorized	Outstanding	Value		Costs		Value		Share
Series A	2014	$	0.04	25,000,000	25,000,000	$	1,000	$	2	$	998	$	0.80
Series B	2017		0.80	10,625,000	10,625,000		8,500		—		8,500		0.80
Series C	2017		1.88	31,586,210	31,586,210		59,382		234		59,148		1.88
Series D	2020 – 2021		2.15	62,577,618	41,970,981		90,237		136		90,101		2.15
				129,788,828	109,182,191	$	159,119	$	372	$	158,747

December 31, 2020


					Shares	Total						Initial
		Issuance			Issued	Proceeds or				Net		Liquidation
	Year of Class	Price per		Shares	and	Exchange		Issuance		Carrying		Price per
Class	Issuance	Share		Authorized	Outstanding	Value		Costs		Value		Share
Series A	2014	$	0.04	25,000,000	25,000,000	$	1,000	$	2	$	998	$	0.80
Series B	2017		0.80	10,625,000	10,625,000		8,500		—		8,500		0.80
Series C	2017		1.88	31,586,210	31,586,210		59,382		234		59,148		1.88
Series D	2020		2.15	62,577,618	27,799,648		59,769		129		59,640		2.15
				129,788,828	95,010,858	$	128,651	$	365	$	128,286

Liminal Convertible Preferred Stock

On April 1, 2021 Liminal effected a recapitalization whereby each share of Liminal common stock outstanding was exchanged for shares of Liminal Series A-1 preferred stock and Liminal Series A-2 preferred stock. The value ascribed to the preferred stock is equivalent to the total amount of historical equity investments contributed by the common shareholder. There were no new investments or changes in control in conjunction with the recapitalization.

The powers, preferences, rights, qualifications, limitations and restrictions of the shares of Liminal Convertible Preferred Stock are as follows:

Dividends

Dividends shall accrue to holders of the Convertible Preferred Stock at the rate of 8% of the original issue price for the applicable series of Convertible Preferred Stock, per annum subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization, reclassification and other similar events payable only when, and if, declared by Liminal’s board of directors. The right to receive dividends on Convertible Preferred Stock are not cumulative, and therefore, if not declared in any year, the right to such dividends shall terminate and shall not carry forward into the next year. There have been no dividends declared to date.

Liquidation Rights

In the event of any liquidation, dissolution or winding up of Liminal, whether voluntary or involuntary or a deemed liquidation event (which includes a merger, the sale of all of Liminal’s assets, or a transaction which the holders of capital stock of Liminal hold less than 50% of the voting securities) (each a “Liquidation Event”), the holders of the Convertible Preferred Stock are entitled to be paid out of the assets of Liminal available for distribution to stockholders, pari passu, at a liquidation price per share equal to the greater of: (1) the applicable original issuance price of $.1287 per share for Series A-1 and Series A-2 Convertible Preferred Stock, plus any declared and unpaid dividends or (2) an amount that would have been payable had all the shares of the Convertible Preferred Stock been converted into Liminal common stock. These payments will be made to or set aside prior to the holders of shares of any other class or series of capital stock that is not, by its terms, senior to the Convertible Preferred Stock.

Voting Rights

The holders of shares of the Convertible Preferred Stock shall be entitled to vote on all matters on which the holders of shares of Liminal common stock shall be entitled to vote.

Each holder of record of shares of Series A-1 Convertible Preferred Stock shall be entitled to ten votes per share of Liminal Special-voting common stock into which such Series A-1 Convertible Preferred Stock are convertible, as discussed below under “Conversion,” on all matters to be voted on by Liminal’s stockholders. Each holder of record of shares of Series A-2 Convertible Preferred Stock shall be entitled to one vote per share of Liminal common stock into which such Series A-2 Convertible Preferred Stock are convertible, as discussed below under Conversion, on all matters to be voted on by Liminal’s stockholders. The holders of Convertible Preferred Stock and the holders of Liminal common stock shall vote together and not as separate classes. There shall be no series voting.

Conversion

Each share of Series A-1 Convertible Preferred Stock is convertible, at the option of the holder, at any time after the date of issuance of such share, into shares of Liminal Special-voting common stock on a 1 to 1 conversion rate subject to customary anti-dilution adjustments and upon the issuance of additional shares of Liminal common stock for no consideration or consideration less than the conversion price of the Series A Convertible Preferred Stock. Each share of Series A-2 Convertible Preferred Stock shall be convertible, at the option of the holder, at any time after the date of issuance into shares of Liminal common stock on a 1 to 1 conversion rate subject to customary anti-dilution adjustments and upon the issuance of additional shares of common stock for no consideration or consideration less than the conversion price of the respective series of Convertible Preferred Stock, which is equal to the original issuance price for each series of Convertible Preferred Stock.

Upon the earlier to occur of (i) election of the Convertible Preferred Stock by the consent or vote of the majority holders of the Convertible Preferred Stock (voting together as a single class and not as separate series, and on an as-converted basis) or (ii) the closing of a firm commitment underwritten initial public offering pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, covering the offer and sale of shares of Liminal common stock in which the aggregate gross proceeds to Liminal are at least $80,000 (1) each share of Series A-1 Convertible Preferred Stock shall automatically be converted into shares of Liminal Special-voting common stock on a 1 for 1 basis and (2) each share of Series A-2 Convertible Preferred Stock shall automatically be converted into Liminal common stock on a 1 for 1 basis.

9. CONVERTIBLE PREFERRED STOCK

Hyperfine has issued four series of Convertible Preferred Stock, Series A through Series D. Liminal does not have any Convertible Preferred Stock. The following table summarizes the authorized, issued and outstanding Convertible Preferred Stock of Hyperfine as of December 31, 2020 (in thousands, except share and per share information):


												Initial
		Issuance			Shares	Total						Liquidation
	Year of Class	Price		Shares	Issued and	Proceeds or		Issuance		Net Carrying		Price
Class	Issuance	per share		Authorized	Outstanding	Exchange Value		Costs		Value		per share
Series A	2014	$	0.04	25,000,000	25,000,000	$	1,000	$	2	$	999	$	0.80
Series B	2017		0.80	10,625,000	10,625,000		8,500		—		8,500		0.80
Series C	2017		1.88	31,586,210	31,586,210		59,382		234		59,148		1.88
Series D	2020		2.15	62,577,618	27,799,648		59,769		129		59,640		2.15
				129,788,828	95,010,858

The following table summarizes the authorized, issued and outstanding Convertible Preferred Stock of Hyperfine as of December 31, 2019 (in thousands, except for share and per share information):


												Initial
		Issuance			Shares	Total						Liquidation
	Year of Class	Price		Shares	Issued and	Proceeds or		Issuance		Net Carrying		Price
Class	Issuance	per share		Authorized	Outstanding	Exchange Value		Costs		Value		per share
Series A	2014	$	0.04	25,000,000	25,000,000	$	1,000	$	2	$	999	$	0.80
Series B	2017		0.80	10,625,000	10,625,000		8,500		—		8,500		0.80
Series C	2017		1.88	31,914,894	31,586,210		59,382		234		59,148		1.88
				67,539,894	67,211,210

The powers, preferences, rights, qualifications, limitations and restrictions of the shares of Convertible Preferred Stock are as follows:

Dividends

Dividends shall accrue to holders of the Convertible Preferred Stock at the rate of 8% of the original issue price for the applicable series of Convertible Preferred Stock, per annum subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization, reclassification and other similar events payable only when, and if, declared by Hyperfine’s board of directors. The right to receive dividends on Convertible Preferred Stock are not cumulative, and therefore, if not declared in any year, the right to such dividends shall terminate and shall not carry forward into the next year. There have been no dividends declared to date.

Liquidation Rights

In the event of any liquidation, dissolution or winding up of Hyperfine, whether voluntary or involuntary or a deemed liquidation event (which includes a merger, the sale of all of Hyperfine’s assets, or a transaction which the holders of capital stock of Hyperfine hold less than 50% of the voting securities) (each a “Liquidation Event”), the holders of the Convertible Preferred Stock are entitled to be paid out of the assets of Hyperfine available for distribution to stockholders, pari passu, at a liquidation price per share equal to the greater of: (1) the applicable Original Issue Price of such Convertible Preferred Stock, plus any declared and unpaid dividends or (2) an amount that would have been payable had all the shares of the Convertible Preferred Stock been converted into Hyperfine

common stock. These payments will be made to or set aside prior to the holders of shares of any other class or series of capital stock that is not, by its terms, senior to the Convertible Preferred Stock.

Voting Rights

The holders of shares of the Convertible Preferred Stock shall be entitled to vote on all matters on which the holders of shares of Hyperfine common stock shall be entitled to vote.

Each holder of record of shares of Series A Convertible Preferred Stock shall be entitled to ten votes per share of Hyperfine Special-voting common stock into which such Series A Convertible Preferred Stock are convertible, as discussed below under “Conversion,” on all matters to be voted on by Hyperfine’s stockholders. Each holder of record of shares of Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock shall be entitled to one vote per share of Hyperfine common stock into which such Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, and Series D Convertible Preferred Stock are convertible, as discussed below under Conversion, on all matters to be voted on by Hyperfine’s stockholders. The holders of Convertible Preferred Stock and the holders of Hyperfine common stock shall vote together and not as separate classes. There shall be no series voting.

Conversion

Each share of Series A Convertible Preferred Stock is convertible, at the option of the holder, at any time after the date of issuance of such share, into shares of Hyperfine Special-voting common stock on a 1 to 1 conversion rate subject to customary anti-dilution adjustments and upon the issuance of additional common shares for no consideration or consideration less than the conversion price of the Series A Convertible Preferred Stock. Each share of Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock shall be convertible, at the option of the holder, at any time after the date of issuance into shares of Hyperfine common stock on a 1 to 1 conversion rate subject to customary anti-dilution adjustments and upon the issuance of additional common shares for no consideration or consideration less than the conversion price of the respective series of Convertible Preferred Stock, which is equal to the original issuance price for each series of Convertible Preferred Stock.

Upon the earlier to occur of (i) election of the Convertible Preferred Stock by (A) the consent or vote of the majority holders of the Convertible Preferred Stock (voting together as a single class and not as separate series, and on an as-converted basis), (B) the consent or vote of the majority holders of Series C Convertible Preferred Stock (voting separately as a single class) and (C) the consent or vote of the majority holders of Series D Convertible Preferred Stock (voting separately as a single class) or (ii) the closing of a firm commitment underwritten initial public offering pursuant to an effective registration statement filed under the Securities Act of 1933 covering the offer and sale of shares of Hyperfine common stock in which the aggregate gross proceeds to Hyperfine are at least $80,000 (1) each share of Series A Convertible Preferred Stock shall automatically be converted into shares of Hyperfine Special-voting common stock on a 1 for 1 basis and (2) each share of Series B, Series C and Series D Convertible Preferred Stock shall automatically be converted into Hyperfine common stock on a 1 for 1 basis.

CONDENSED BALANCE SHEETS - USD ($)

Sep. 30, 2021

Jun. 30, 2021

Mar. 31, 2021

Jan. 29, 2021

Dec. 31, 2020

Nov. 17, 2020

Sep. 30, 2020

Dec. 31, 2019

Dec. 31, 2018

$ 65,475,000

$ 62,676,000

$ 11,956,000

$ 26,441,000

385,000

203,000

76,306,000

68,334,000

27,961,000

81,368,000

71,526,000

30,571,000

13,814,000

4,116,000

1,789,000

14,332,000

4,294,000

Class A ordinary shares subject to possible redemption 20,700,000 and no shares at redemption value as of September 30, 2021 and December 31, 2020, respectivelyClass A ordinary shares subject to possible redemption 20,700,000 and no shares at redemption value as of September 30, 2021 and December 31, 2020, respectively

128,286,000

68,646,000

9,173,000

10,415,000

8,178,000

(110,235,000)

(71,469,000)

(48,042,000)

TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY

(101,061,000)

(61,054,000)

$ (55,008,000)

(39,864,000)

$ (27,081,000)

81,368,000

71,526,000

$ 30,571,000

525,404

402,195

Marketable securities held in Trust Account

927,599

Deferred offering costs

304,412

207,014,497

207,942,096

304,412

Accounts payable and accrued expenses

1,938,902

Accrued offering costs

7,515

246,037

Promissory note - related party

38,375

Deferred underwriting fee payable

1,946,417

284,412

7,245,000

$ 7,245,000

7,245,000

9,191,417

284,412

207,000,000

Preference shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding

$ 61

24,482

(8,249,900)

(7,352,147)

(5,918,253)

(5,769,486)

(5,000)

TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY

(8,249,321)

(7,351,568)

(5,917,674)

(5,768,907)

20,000

$ 0

207,942,096

304,412

Class A Ordinary Shares | HEALTHCOR CATALIO ACQUISITION CORP

207,000,000

Class A Ordinary Shares Subject to Redemption | HEALTHCOR CATALIO ACQUISITION CORP

Class B Ordinary Shares | HEALTHCOR CATALIO ACQUISITION CORP

$ 207,000,000

$ 518

^[1]

[1]

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) $ / shares in Units, shares in Millions	1 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2020	Sep. 30, 2021	Dec. 31, 2018	Nov. 23, 2020
Related Party Transaction [Line Items]
Repayment of promissory note - related party			$ 1,000,000
HEALTHCOR CATALIO ACQUISITION CORP
Related Party Transaction [Line Items]
Repayment of promissory note - related party		$ 12,760
Class A Ordinary Shares \| HEALTHCOR CATALIO ACQUISITION CORP
Related Party Transaction [Line Items]
Aggregate shares authorized to purchase	25	25
Promissory Note with Related Party \| HEALTHCOR CATALIO ACQUISITION CORP
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note				$ 300,000
Outstanding balance of related party note	$ 38,375
Administrative Services Agreement \| HEALTHCOR CATALIO ACQUISITION CORP
Related Party Transaction [Line Items]
Expenses per month	10,000
Related Party Loans \| HEALTHCOR CATALIO ACQUISITION CORP
Related Party Transaction [Line Items]
Loan conversion agreement warrant	$ 1,500,000	$ 1,500,000
Related Party Loans \| Working capital loans warrant \| HEALTHCOR CATALIO ACQUISITION CORP
Related Party Transaction [Line Items]
Price of warrant	$ 10.00	$ 10.00

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)

9 Months Ended

Sep. 30, 2021

Impact of company's financial statements


	As Previously
Balance Sheet as of January 29, 2021 (Audited)	Reported		Adjustment		Restated
Class A ordinary shares subject to possible redemption	$	196,231,090	$	10,768,910	$	207,000,000
Class A ordinary shares	$	169	$	(108)	$	61
Additional paid-in capital	$	5,004,316	$	(5,004,316)	$	—
Accumulated deficit	$	(5,000)	$	(5,764,486)	$	(5,769,486)
Total Shareholders’ Equity (Deficit)	$	5,000,003	$	(10,768,910)	$	(5,768,907)

Balance Sheet as of March 31, 2021 (Unaudited)
Class A ordinary shares subject to possible redemption	$	196,082,323	$	10,917,677	$	207,000,000
Class A ordinary shares	$	170	$	(109)	$	61
Additional paid-in capital	$	5,153,081	$	(5,153,081)	$	—
Accumulated deficit	$	(153,766)	$	(5,764,487)	$	(5,918,253)
Total Shareholders' Equity (Deficit)	$	5,000,003	$	(10,917,677)	$	(5,917,674)

Balance Sheet as of June 30, 2021 (Unaudited)
Class A ordinary shares subject to possible redemption	$	194,648,426	$	12,351,574	$	207,000,000
Class A ordinary shares	$	185	$	(124)	$	61
Additional paid-in capital	$	6,586,963	$	(6,586,963)	$	—
Accumulated deficit	$	(1,587,660)	$	(5,764,487)	$	(7,352,147)
Total Shareholders' Equity (Deficit)	$	5,000,006	$	(12,351,574)	$	(7,351,568)

Condensed Statement of Changes in Shareholders' Equity (Deficit) for the Three Months Ended March 31, 2021 (Unaudited)
Sale of 20,700,000 Public Shares, net of underwriter discounts and offering expenses	$	195,071,092	$	(195,071,092)	$	—
Sale of 614,000 Private Placement Shares	$	6,140,000	$	—	$	6,140,000
Initial value of ordinary shares subject to redemption	$	(196,082,323)	$	196,082,323	$	—
Remeasurement adjustment for Class A ordinary shares to redemption amount	$	—	$	(11,928,908)	$	(11,928,908)
Total Shareholders' Equity (Deficit)	$	5,000,003	$	(10,917,677)	$	(5,917,674)

Condensed Statement of Changes in Shareholders' Equity (Deficit) for the Three Months Ended June 30, 2021 (Unaudited)
Change in value of ordinary shares subject to redemption	$	1,433,897	$	(1,433,897)	$	—
Total Shareholders' Equity (Deficit)	$	5,000,006	$	(12,351,574)	$	(7,351,568)

Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited) – Noncash Transaction
Remeasurement adjustment to redemption value	$	—	$	11,928,908	$	11,928,908

Statement of Cash Flows for the Six Months Ended June 30, 2021 (Unaudited) – Noncash Transaction
Remeasurement adjustment to redemption value	$	—		11,928,908	$	11,928,908


	As Previously		As		As Previously		As		As Previously		As
	Reported		Restated		Reported		Restated		Reported		Restated
	For the Three		For the Three		For the Three		For the Three		For the Six		For the Six
	Months Ended		Months Ended		Months Ended		Months Ended		Months Ended		Months Ended
	March 31, 2021		March 31, 2021		June 30, 2021		June 30, 2021		June 30, 2021		June 30, 2021
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		19,623,109		14,030,000		19,607,812		20,700,000		19,613,951		17,383,425
Basic and diluted net loss per ordinary share, Class A ordinary shares subject to possible redemption	$	—	$	(0.01)	$	—	$	(0.05)	$	—	$	(0.07)
Basic and diluted net loss per ordinary share, Class A ordinary shares not subject to possible redemption		—	$	416,156	$	—		614,000		—		515,624
Basic and diluted weighted average net loss per ordinary shares outstanding, Class A ordinary shares not subject to possible redemption	$	—	$	0.01	$	—	$	(0.05)	$	—	$	(0.07)
Basic and diluted weighted average shares outstanding, Class B ordinary shares		6,113,916		4,957,500		6,881,188		5,175,000		6,494,516		5,066,851
Basic and diluted net loss per ordinary share, Class B ordinary shares	$	(0.03)	$	(0.01)	$	(0.21)	$	(0.05)	$	(0.25)	$	(0.07)

STOCKHOLDERS' DEFICIT (Details) $ / shares in Units, $ in Thousands	Sep. 30, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) Vote $ / shares shares	Dec. 31, 2019 $ / shares shares
Dividend declared
Dividends Payable \| $	$ 0	$ 0
Hyperfine Common stock
Common Stock, Par or Stated Value Per Share \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	125,000,000	125,000,000	57,000,000
Common Stock, Shares, Issued	6,503,073	4,812,083	4,605,299
Common Stock, Shares, Outstanding	6,503,073	4,812,083	4,605,299
Number of Votes Per Share \| Vote		1
Liminal Common stock
Common Stock, Par or Stated Value Per Share \| $ / shares	$ 0.001	$ 0.001	$ 0.001
Common Stock, Shares Authorized	36,000,000	5,000	5,000
Common Stock, Shares, Issued	0	1,000	1,000
Common Stock, Shares, Outstanding	0	1,000	1,000
Hyperfine Special-Voting common stock
Common Stock, Par or Stated Value Per Share \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	25,000,000	25,000,000	25,000,000
Common Stock, Shares, Issued	0	0	0
Common Stock, Shares, Outstanding		0	0
Number of Votes Per Share \| Vote		10

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

1 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Dec. 31, 2020

Cash and Cash Equivalents

Use of Estimates

Net realizable value (the selling price as well as estimated costs of disposal and transportation) of inventory, and demand and future use of inventory;

Valuation allowances with respect to deferred tax assets; and

Assumptions underlying the fair value used in calculation of the stock-based compensation.

Use of Estimates

●

Allowance for doubtful accounts;

●

Valuation allowances with respect to deferred tax assets; and

●

Assumptions underlying the fair value used in calculation of the stock-based compensation.

Cash and Cash Equivalents

Income Taxes

Net Loss per Common Share

Concentration of Credit Risk


	Revenue				Accounts receivable
	For the nine months ended		For the nine months ended		As of		As of
	September 30, 2021		September 30, 2020		September 30, 2021		December 31, 2020
Customer A	11	%	0	%	6	%	0	%
Customer B	10	%	60	%	16	%	0	%
Customer C	10	%	0	%	0	%	0	%
Customer D	6	%	0	%	12	%	0	%
Customer E	6	%	0	%	12	%	0	%
Customer F	5	%	0	%	27	%	0	%
Customer G	3	%	0	%	0	%	53	%
Customer H	1	%	40	%	0	%	32	%

The Company utilizes a single exclusive manufacturer for its MRI machine. Additionally, the Company purchases spare parts from this manufacturer.

Concentration of Credit Risk


	Revenue		Accounts receivable
	For the year ended		As of
	December 31, 2020		December 31, 2020
Customer A	21	%	4	%
Customer B	21	%	0	%
Customer C	20	%	53	%
Customer D	14	%	32	%
Customer E	11	%	0	%

The Company utilizes a single exclusive manufacturer for its MRI machine. Additionally, the Company purchases spare parts from this manufacturer.

Recent Accounting Pronouncements

Accounting pronouncements adopted

Accounting pronouncements issued but not yet adopted

Recent Accounting Pronouncements

Accounting pronouncements adopted

Accounting pronouncements issued but not yet adopted

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) which outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize almost all their leases on the balance sheet by recording a lease liability and corresponding right-of- use assets. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. As per the latest ASU 2020-05 issued by FASB, entities who have not yet issued or made available for issuance the combined financial statements as of June 3, 2020 can defer the new guidance for one year. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2020, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2022, and interim reporting periods within annual reporting periods beginning January 1, 2023. The Company is in the process of evaluating the impact that the adoption of this pronouncement will have on the Company’s combined financial statements and disclosures.

In August 2018, the FASB issued ASU No. 2018-15, Intangibles — Goodwill and Other — Internal-Use Software Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The guidance requires certain costs incurred during the application development stage to be capitalized and other costs incurred during the preliminary project and post-implementation stages to be expensed as they are incurred. Capitalized implementation costs related to a hosting arrangement that is a service contract will be amortized over the term of the hosting arrangement, beginning when the module or component of the hosting arrangement is ready for its intended use. A customer’s accounting for the hosting component of the arrangement is not affected. This new guidance will be effective for the Company for annual reporting period beginning January 1, 2021 and interim periods beginning January 1, 2022. The Company is in the process of evaluating the impact that the adoption of this pronouncement will have on the Company’s combined financial statements and disclosures.

Basis of Presentation

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020.

Marketable Securities Held in Trust Account

As of September 30, 2021, all of the assets held in the Trust Account were held in mutual funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information.

Class A Ordinary shares subject to possible redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited condensed balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts temporary equity to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit.

At September 30, 2021, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheet are reconciled in the following table:


Gross Proceeds	$	207,000,000
Less:
Class A ordinary shares issuance costs		(11,928,908)
Add:
Remeasurement adjustment of carrying value to redemption value		11,928,908
Class A ordinary shares subject to possible redemption	$	207,000,000

Offering Costs

Deferred Offering Costs

Offering Costs

The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2021						2021
	Class A Redeemable		Class A Nonredeemable		Class B		Class A Redeemable		Class A Nonredeemable		Class B
Basic and diluted net loss per ordinary share
Numerator:
Allocation of net loss, as adjusted	$	(701,555)	$	(20,809)	$	(175,389)	$	(1,899,973)	$	(56,357)	$	(524,084)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		20,700,000		614,000		5,175,000		18,501,099		548,777		5,103,297
Basic and diluted net loss per ordinary share	$	(0.03)	$	(0.03)	$	(0.03)	$	(0.10)	$	(0.10)	$	(0.10)

Fair Value of Financial Instruments

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature.

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Recent Accounting Standards

SHAREHOLDERS' EQUITY - Preferred Stock Shares (Details) - HEALTHCOR CATALIO ACQUISITION CORP	Sep. 30, 2021 Vote $ / shares shares	Jan. 26, 2021 shares	Dec. 31, 2020 Vote $ / shares shares
Class of Stock [Line Items]
Preferred shares, shares authorized	5,000,000		5,000,000
Preferred stock, par value, (per share) \| $ / shares	$ 0.0001		$ 0.0001
Preferred shares, shares issued	0		0
Preferred shares, shares outstanding	0		0
Class A Ordinary Shares
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	500,000,000		500,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001		$ 0.0001
Common shares, votes per share \| Vote	1		1
Common shares, shares issued (in shares)	614,000		0
Common shares, shares outstanding	614,000		0
Class B Ordinary Shares
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	50,000,000		50,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001		$ 0.0001
Common shares, votes per share \| Vote	1		1
Common shares, shares issued (in shares)	5,175,000		5,175,000
Common shares, shares outstanding	5,175,000	5,175,000	5,175,000
Common stock subject to redemption
Class of Stock [Line Items]
Temporary equity, shares issued	20,700,000
Temporary equity, shares outstanding	20,700,000

PROPERTY AND EQUIPMENT, NET

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

PROPERTY AND EQUIPMENT, NET

7. PROPERTY AND EQUIPMENT, NET

Property and equipment, net, are recorded at historical cost and consist of the following:


	September 30,		December 31,
	2021		2020
Laboratory equipment	$	874	$	572
Research devices		772		486
Sales and marketing devices		762		—
Computer equipment		525		385
Construction in progress		686		613
Tooling		292		270
Leased devices		347		127
Other		172		167
		4,430		2,620
Less: Accumulated depreciation and amortization		(1,105)		(716)
Property and equipment, net	$	3,325	$	1,904

Depreciation and amortization expense amounted to $389 and $204 for the nine months ended September 30, 2021 and 2020, respectively.

6. PROPERTY AND EQUIPMENT, NET

Property and equipment, net, are recorded at historical cost and consist of the following at December 31:


	2020		2019
Laboratory equipment	$	572	$	397
Research devices		486		—
Computer equipment		385		323
Construction in progress		613		18
Tooling		270		21
Leased devices		127		—
Other		167		157
		2,620		916
Less: Accumulated depreciation and amortization		(716)		(427)
Property and equipment, net	$	1,904	$	489

Depreciation and amortization expense amounted to $289 and $141 for the years ended December 31, 2020 and 2019, respectively.

NOTES PAYABLE

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

NOTES PAYABLE

NOTES PAYABLE

9. NOTES PAYABLE

8. NOTES PAYABLE

The Company received loan proceeds of $1,067 under the Paycheck Protection Program (“PPP”). The Hyperfine PPP loan in the amount of $889 is evidenced by a promissory note dated August 10, 2020 and was fully paid off during the fourth quarter of 2020. The Liminal PPP loan in the amount of $178 is evidenced by a promissory note dated May 1, 2020. The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The Company used the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The interest rate on the PPP loan is 1% per annum and no payments of principal or interest are due during the ten- month period following the consummation of the PPP loan (the “Deferment Period”). The Company may request partial or full forgiveness of the PPP loan. If the PPP loan is not forgiven or partially forgiven, then the Company will be notified and provide details of the monthly repayment amount with a maximum term of five years. If the Company does not apply for forgiveness during the Deferment Period, then repayment will automatically commence at the end of the Deferment Period according to the terms provided by the lender with a maximum term of five years. The PPP loan is unsecured and guaranteed by the Small Business Administration and is subject to any new guidance and new requirements released by the

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Basis of Presentation and Principles of Combination

Basis of Presentation and Principles of Combination

COVID19 Outbreak

COVID-19 Outbreak

Liquidity and Going Concern

Liquidity and Going Concern

Since its inception, the Company has funded its operations primarily with proceeds from the sale of convertible preferred stock. The Company started to generate revenue during the year ended December 31, 2020 in the amount of $294. The Company has funded its operations primarily with proceeds from the issuance of capital to private investors. As a result, the Company has incurred a significant cash burn and recurring net losses since its inception, which includes a net loss of $23,427 and $19,415 for the years ended December 31, 2020 and 2019, respectively, and an accumulated deficit of $71,469 and $48,042, as of December 31, 2020 and 2019, respectively. The Company expects to continue to incur a significant cash burn and recurring net losses for the foreseeable future until such time that the Company can improve the gross margin on its existing product and successfully commercialize its products that are currently under development. However, the Company can provide no assurance that such products will be successfully developed and commercialized in the future.

Management anticipates the Company will be able to raise additional capital needed to sustain the Company’s operations and meet its obligations as they become due over the next twelve months upon consummation of the proposed business combination with HealthCor Catalio Acquisition Corp. (“HealthCor”) (See Note 16). However, the Company can provide no assurance the proposed business combination will be successfully consummated, or that enough capital will be received to fund the Company’s operations over the next twelve months. If the proposed business combination is not successfully consummated or enough capital received, the Company will have to seek other sources of capital, or pursue other strategic alternatives, which could include, among other things, a significant reduction in the Company’s current cost structure, a significant reduction in the Company’s product development strategy, a sale of the Company, or a filing of insolvency or cessation of the Company’s operations.

Concentration of Credit Risk


	Revenue				Accounts receivable
	For the nine months ended		For the nine months ended		As of		As of
	September 30, 2021		September 30, 2020		September 30, 2021		December 31, 2020
Customer A	11	%	0	%	6	%	0	%
Customer B	10	%	60	%	16	%	0	%
Customer C	10	%	0	%	0	%	0	%
Customer D	6	%	0	%	12	%	0	%
Customer E	6	%	0	%	12	%	0	%
Customer F	5	%	0	%	27	%	0	%
Customer G	3	%	0	%	0	%	53	%
Customer H	1	%	40	%	0	%	32	%

The Company utilizes a single exclusive manufacturer for its MRI machine. Additionally, the Company purchases spare parts from this manufacturer.

Concentration of Credit Risk


	Revenue		Accounts receivable
	For the year ended		As of
	December 31, 2020		December 31, 2020
Customer A	21	%	4	%
Customer B	21	%	0	%
Customer C	20	%	53	%
Customer D	14	%	32	%
Customer E	11	%	0	%

The Company utilizes a single exclusive manufacturer for its MRI machine. Additionally, the Company purchases spare parts from this manufacturer.

Segment Information

Segment Information

Recent Accounting Pronouncements

Use of Estimates

Net realizable value (the selling price as well as estimated costs of disposal and transportation) of inventory, and demand and future use of inventory;

Valuation allowances with respect to deferred tax assets; and

Assumptions underlying the fair value used in calculation of the stock-based compensation.

Use of Estimates

●

Allowance for doubtful accounts;

●

Valuation allowances with respect to deferred tax assets; and

●

Assumptions underlying the fair value used in calculation of the stock-based compensation.

Recent Accounting Pronouncements

Accounting pronouncements adopted

Accounting pronouncements issued but not yet adopted

Recent Accounting Pronouncements

Accounting pronouncements adopted

Accounting pronouncements issued but not yet adopted

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) which outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize almost all their leases on the balance sheet by recording a lease liability and corresponding right-of- use assets. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. As per the latest ASU 2020-05 issued by FASB, entities who have not yet issued or made available for issuance the combined financial statements as of June 3, 2020 can defer the new guidance for one year. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2020, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2022, and interim reporting periods within annual reporting periods beginning January 1, 2023. The Company is in the process of evaluating the impact that the adoption of this pronouncement will have on the Company’s combined financial statements and disclosures.

In August 2018, the FASB issued ASU No. 2018-15, Intangibles — Goodwill and Other — Internal-Use Software Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The guidance requires certain costs incurred during the application development stage to be capitalized and other costs incurred during the preliminary project and post-implementation stages to be expensed as they are incurred. Capitalized implementation costs related to a hosting arrangement that is a service contract will be amortized over the term of the hosting arrangement, beginning when the module or component of the hosting arrangement is ready for its intended use. A customer’s accounting for the hosting component of the arrangement is not affected. This new guidance will be effective for the Company for annual reporting period beginning January 1, 2021 and interim periods beginning January 1, 2022. The Company is in the process of evaluating the impact that the adoption of this pronouncement will have on the Company’s combined financial statements and disclosures.

Disclosure of accounting policy for segment reporting.

INCOME TAXES - Reconciliation of anticipated income tax expense benefit computed by statutory federal income tax rate (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Income tax expense (benefit) computed by applying the statutory federal income tax rate
Statutory federal income tax rate (in percent)	21.00%	21.00%	21.00%
State taxes, net of federal benefit		1.80%	6.40%
Federal research and development credits		3.20%	4.00%
Non-deductible stock-based compensation		(0.50%)	(0.50%)
Write down of federal NOL due to 382 limitation		(2.80%)
Write down of federal R&D credits due to 382 limitation		(1.10%)
Deferred tax adjustment resulting from tax rate change		(5.50%)
Other		(0.20%)	(0.20%)
Valuation allowance		(15.90%)	(30.70%)
Effective Tax Rate		0.00%	0.00%

INCOME TAXES - Additional Information (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	May 16, 2017	Jan. 17, 2017
Operating Loss Carryforwards [Line Items]
Income tax effects on financial statement			$ 0
Valuation allowance increased			$ 3,729	$ 5,962
Statutory tax rate (as a percent)	21.00%		21.00%	21.00%
Amount of annual limitation of net operating loss and tax credit carryforwards due to ownership change					$ 3,008	$ 865
Cash payment of research and development tax credit carryforward, percentage			65.00%
Income tax expense
Research and development
Operating Loss Carryforwards [Line Items]
Income tax expense			$ 138	$ 342
Federal net operating loss
Operating Loss Carryforwards [Line Items]
Amount of estimated net operating loss and tax credit carryforwards will expire before utilization due to ownership change						3,126
Federal research and development
Operating Loss Carryforwards [Line Items]
Amount of estimated net operating loss and tax credit carryforwards will expire before utilization due to ownership change						$ 249

COMMITMENTS (Details) - HEALTHCOR CATALIO ACQUISITION CORP		9 Months Ended
	Jul. 07, 2021 USD ($) Vote $ / shares shares	Sep. 30, 2021 USD ($) Vote $ / shares shares	Nov. 13, 2021 USD ($)	Aug. 08, 2021	Jan. 29, 2021 USD ($)	Jan. 26, 2021 item	Dec. 31, 2020 USD ($) Vote $ / shares
Loss Contingencies [Line Items]
Maximum number of demands for registration of securities \| item						3
Deferred fee per unit \| $ / shares		$ 0.35					$ 0.35
Deferred underwriting fee payable . \| $		$ 7,245,000			$ 7,245,000		$ 7,245,000
Purchase of aggregate shares \| shares		250,000
Sponsor
Loss Contingencies [Line Items]
Maximum amount agreed to provide loans \| $			$ 1,000,000
Transaction Support Agreement \| Hyperfine
Loss Contingencies [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired				74.00%
Transaction Support Agreement \| Liminal
Loss Contingencies [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired				95.00%
Class A Ordinary Shares
Loss Contingencies [Line Items]
Common shares, votes per share \| Vote		1					1
Class A Ordinary Shares \| Business Combination Agreement \| Hyperfine and Liminal capital \| Issue of shares if closing price of shares of Class A common stock is equal to or greater than $15.00
Loss Contingencies [Line Items]
Business Combination, Number of Shares Received \| shares	10,000,000
Share Price (Per share) \| $ / shares	$ 10.00
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares	$ 15.00
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination	20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination	30 days
Class A Ordinary Shares \| Business Combination Agreement \| Hyperfine
Loss Contingencies [Line Items]
Common shares, votes per share \| Vote	1
Class A Ordinary Shares \| Subscription Agreements \| Hyperfine \| PIPE Investors
Loss Contingencies [Line Items]
Share Price (Per share) \| $ / shares	$ 10.00
Purchase of aggregate shares \| shares	12,610,000
Proceeds from issuance of common stock \| $	$ 126,100,000
Class B Ordinary Shares
Loss Contingencies [Line Items]
Common shares, votes per share \| Vote		1					1
Class B Ordinary Shares \| Business Combination Agreement \| Hyperfine
Loss Contingencies [Line Items]
Common shares, votes per share \| Vote	20
Shareholder restriction percentage held by permitted holders	20.00%

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Bonus	$ 1,535	$ 501	$ 110
Contracted services	883	456	152
Legal fees	435	282	228
Other	101	25	1
Total accrued expenses and other current liabilities	$ 3,294	$ 1,264	$ 491

REVENUE RECOGNITION

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

REVENUE RECOGNITION

3. REVENUE RECOGNITION

Disaggregation of Revenue


	Pattern of	Nine Months Ended September 30,
	Recognition	2021		2020
Device	Point in time	$	521	$	77
Service	Over time		539		10
Total revenue		$	1,060	$	87

Contract Balances

The following table provides information about receivables and deferred revenue from contracts with customers (in thousands):


	September 30,		December 31,
	2021		2020
Accounts receivable	$	940	$	174
Unbilled receivables		48		—
Deferred revenue		774		158
Long term deferred revenue		340		—

The Company recognizes a receivable when it has an unconditional right to payment, and payment terms range from 20 days to 6 months based on the terms agreed upon with the respective customer.

Transaction price allocated to remaining performance obligations

3. REVENUE RECOGNITION

Disaggregation of Revenue


	Pattern of
	Recognition	2020		2019
Device	Point in time	$	200	$	—
Service	Overtime		94		—
Total revenue		$	294	$	—

Contract Balances

The following table provides information about receivables and deferred revenue from contracts with customers (in thousands):


	2020	2019
Accounts receivable	174	—
Deferred revenue, current	158	—

The Company recognizes a receivable when it has an unconditional right to payment, and payment terms range from 20 days to 6 months based on the terms agreed upon with the respective customer.

The amount of revenue recognized during the year ended December 31, 2020 that was included in the deferred revenue balance at the beginning of the period was $0.

Transaction Price Allocated to Remaining Performance Obligations

Significant Judgments

Costs of Obtaining or Fulfilling Contracts

Practical Expedients and Accounting Policy Elections

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Combination

COVID-19 Outbreak

Liquidity and Going Concern

Concentration of Credit Risk


	Revenue				Accounts receivable
	For the nine months ended		For the nine months ended		As of		As of
	September 30, 2021		September 30, 2020		September 30, 2021		December 31, 2020
Customer A	11	%	0	%	6	%	0	%
Customer B	10	%	60	%	16	%	0	%
Customer C	10	%	0	%	0	%	0	%
Customer D	6	%	0	%	12	%	0	%
Customer E	6	%	0	%	12	%	0	%
Customer F	5	%	0	%	27	%	0	%
Customer G	3	%	0	%	0	%	53	%
Customer H	1	%	40	%	0	%	32	%

The Company utilizes a single exclusive manufacturer for its MRI machine. Additionally, the Company purchases spare parts from this manufacturer.

Segment Information

Use of Estimates

Net realizable value (the selling price as well as estimated costs of disposal and transportation) of inventory, and demand and future use of inventory;

Valuation allowances with respect to deferred tax assets; and

Assumptions underlying the fair value used in calculation of the stock-based compensation.

Recent Accounting Pronouncements

Accounting pronouncements adopted

Accounting pronouncements issued but not yet adopted

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Combination

COVID-19 Outbreak

Liquidity and Going Concern

Since its inception, the Company has funded its operations primarily with proceeds from the sale of convertible preferred stock. The Company started to generate revenue during the year ended December 31, 2020 in the amount of $294. The Company has funded its operations primarily with proceeds from the issuance of capital to private investors. As a result, the Company has incurred a significant cash burn and recurring net losses since its inception, which includes a net loss of $23,427 and $19,415 for the years ended December 31, 2020 and 2019, respectively, and an accumulated deficit of $71,469 and $48,042, as of December 31, 2020 and 2019, respectively. The Company expects to continue to incur a significant cash burn and recurring net losses for the foreseeable future until such time that the Company can improve the gross margin on its existing product and successfully commercialize its products that are currently under development. However, the Company can provide no assurance that such products will be successfully developed and commercialized in the future.

Management anticipates the Company will be able to raise additional capital needed to sustain the Company’s operations and meet its obligations as they become due over the next twelve months upon consummation of the proposed business combination with HealthCor Catalio Acquisition Corp. (“HealthCor”) (See Note 16). However, the Company can provide no assurance the proposed business combination will be successfully consummated, or that enough capital will be received to fund the Company’s operations over the next twelve months. If the proposed business combination is not successfully consummated or enough capital received, the Company will have to seek other sources of capital, or pursue other strategic alternatives, which could include, among other things, a significant reduction in the Company’s current cost structure, a significant reduction in the Company’s product development strategy, a sale of the Company, or a filing of insolvency or cessation of the Company’s operations.

Concentration of Credit Risk


	Revenue		Accounts receivable
	For the year ended		As of
	December 31, 2020		December 31, 2020
Customer A	21	%	4	%
Customer B	21	%	0	%
Customer C	20	%	53	%
Customer D	14	%	32	%
Customer E	11	%	0	%

The Company utilizes a single exclusive manufacturer for its MRI machine. Additionally, the Company purchases spare parts from this manufacturer.

Segment Information

Use of Estimates

●

Allowance for doubtful accounts;

●

Valuation allowances with respect to deferred tax assets; and

●

Assumptions underlying the fair value used in calculation of the stock-based compensation.

Cash and Cash Equivalents

Restricted Cash

Accounts Receivable

Inventories

Prepaid Expenses and Other Current Assets

Property and Equipment, Net

Useful lives of property and equipment are as follows:


		Estimated
Property and equipment		useful life
Laboratory equipment		5
Research devices		5
Computer equipment		5
Tooling		3
Leased devices		5
Other		3 – 7

Other property and equipment include furniture and fixtures, software, vehicles, and machinery and equipment.

from the balance sheet, and any resulting gains or losses are included in the combined statements of operations and comprehensive loss in the period of disposal.

Impairment of Long-Lived Assets

Capitalized Software Development Costs

Revenue Recognition

The Company recognizes revenue in accordance with ASC Topic 606, “Revenue from Contracts with Customers.”

●

Step 1: Identify Contracts with Customers: The Company executes signed contracts with its customers for the sale of hardware devices and subscription services.

●

Deferred revenue

Warranties

Research and Development

Grant Funding

Cost of Sales

Patent Costs

General and Administrative

Sales and Marketing

Net Loss per Common Share

Convertible Preferred Stock

Stock-Based Compensation

The Company recognizes the effect of forfeiture in compensation costs based on actual forfeitures when they occur.

Research and Development Tax Credits

exchanged credits are recognized as earned in non-operating income in the combined statements of operations and comprehensive loss.

Income Taxes

Recent Accounting Pronouncements

Accounting pronouncements adopted

Accounting pronouncements issued but not yet adopted

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) which outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize almost all their leases on the balance sheet by recording a lease liability and corresponding right-of- use assets. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. As per the latest ASU 2020-05 issued by FASB, entities who have not yet issued or made available for issuance the combined financial statements as of June 3, 2020 can defer the new guidance for one year. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2020, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2022, and interim reporting periods within annual reporting periods beginning January 1, 2023. The Company is in the process of evaluating the impact that the adoption of this pronouncement will have on the Company’s combined financial statements and disclosures.

In August 2018, the FASB issued ASU No. 2018-15, Intangibles — Goodwill and Other — Internal-Use Software Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The guidance requires certain costs incurred during the application development stage to be capitalized and other costs incurred during the preliminary project and post-implementation stages to be expensed as they are incurred. Capitalized implementation costs related to a hosting arrangement that is a service contract will be amortized over the term of the hosting arrangement, beginning when the module or component of the hosting arrangement is ready for its intended use. A customer’s accounting for the hosting component of the arrangement is not affected. This new guidance will be effective for the Company for annual reporting period beginning January 1, 2021 and interim periods beginning January 1, 2022. The Company is in the process of evaluating the impact that the adoption of this pronouncement will have on the Company’s combined financial statements and disclosures.

EQUITY INCENTIVE PLAN - Summary of the stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Hyperfine Plan
Number of Options
Outstanding	5,812,150	4,764,571
Granted	19,591,900	1,432,250	903,750
Exercised	(1,690,990)	(206,784)
Forfeited	(1,047,555)	(177,887)
Outstanding	22,665,505	5,812,150	4,764,571
Options exercisable	3,554,421	3,977,599
Vested and expected to vest	21,149,996	5,666,661
Weighted Average Exercise Price
Outstanding	$ 0.87	$ 0.74
Granted	1.07	1.23
Exercised	0.86	0.58
Forfeited	1.04	0.64
Outstanding	1.04	0.87	$ 0.74
Options exercisable	0.83	0.76
Vested and expected to vest	$ 1.03	$ 0.87
Weighted Average Remaining Contractual Term
Outstanding	9 years 10 days	7 years 25 days	7 years 6 months 10 days
Options exercisable	6 years 7 months 20 days	6 years 5 months 4 days
Vested and expected to vest	9 years	7 years 25 days
Aggregate Intrinsic Value
Outstanding	$ 2,073	$ 2,313
Outstanding	1,018	2,073	$ 2,313
Options exercisable	964	1,879
Vested and expected to vest	$ 1,014	$ 5,667
Liminal
Number of Options
Granted	1,976,000
Forfeited	(1,006,250)
Outstanding	969,750
Options exercisable	189,091
Vested and expected to vest	969,750
Weighted Average Exercise Price
Granted	$ 0.94
Forfeited	0.94
Outstanding	0.94
Options exercisable	0.94
Vested and expected to vest	$ 0.94
Weighted Average Remaining Contractual Term
Outstanding	9 years 7 months 9 days
Options exercisable	9 years 7 months 9 days
Vested and expected to vest	9 years 7 months 9 days

INCOME TAXES

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

INCOME TAXES

INCOME TAXES

13. INCOME TAXES

Income taxes for the nine months ended September 30, 2021 and 2020 are recorded at the Company’s estimated annual effective income tax rate, subject to adjustments for discrete events, if they occur. The Company’s estimated annual effective tax rate was 0.0% for the nine months ended September 30, 2021 and 2020. The primary reconciling items between the federal statutory rate of 21.0% for these periods and the Company’s overall effective tax rate of 0.0% were related to the effects of deferred state income taxes, research and development credits, and the valuation allowance recorded against the full amount of its net deferred tax assets.

A valuation allowance is required when it is more likely than not that some portion or all of the Company’s deferred tax assets will not be realized. The realization of deferred tax assets depends on the generation of sufficient future taxable income during the period in which the Company’s related temporary differences become deductible. The Company has recorded a full valuation allowance against its net deferred tax assets as of September 30, 2021 and 2020 since management believes that based on the earnings history of the Company, it is more likely than not that the benefits of these assets will not be realized.

13. INCOME TAXES

On March 27, 2020, the CARES Act was enacted which included provisions related to NOL carryovers and carrybacks. The CARES Act amended the NOL carryback rules by allowing NOLs arising in tax years beginning after December 31, 2017 and before January 1, 2021 to be carried back to each of the 5 years preceding the year of the loss to generate a refund of previously paid income taxes. In addition, the CARES Act temporarily removed the 80% limitation under which NOLs generated post-2017 could be used to offset no more than 80% of taxable income, and allows for full use of such NOLs for tax years before January 1, 2021. The Company has evaluated the relevant provisions of the CARES Act and has determined that it does not expect to recognize any benefit related to these provisions due to its net operating losses in the current year and all prior years. Therefore, there are no income tax effects to be

recognized in the combined financial statements for the year ended December 31, 2020. Significant components of the Company’s deferred tax assets (liabilities) are as follows:


	As of December 31,
	2020		2019
Gross deferred tax assets (liabilities):
Net operating loss carryforwards	$	14,512	$	11,976
Tax credit carryforwards		2,237		1,559
Fixed assets		6		(46)
Non-deductible stock-based compensation		522		485
Deferred Revenue		421		—
Other		90		85
Total Deferred tax assets	$	17,788	$	14,059
Valuation allowance		(17,788)		(14,059)
Net deferred tax assets (liabilities)	$	—	$	—

The Company has established a full valuation allowance against its net deferred tax asset due to the uncertainty of the Company’s ability to generate sufficient taxable income to realize the deferred tax asset, and therefore has not recognized any benefits from the net operating losses, tax credits and other deferred tax assets. The Company’s valuation allowance increased $3,729 and $5,962 for the years ended December 31, 2020 and 2019, respectively.

A reconciliation of the anticipated income tax expense (benefit) computed by applying the statutory federal income tax rate of 21% to income before taxes to the amount reported in the combined statements of operations and comprehensive loss is as follows:


	Years Ended December 31,
	2020		2019
Federal statutory income tax rate	21.0	%	21.0	%
State taxes, net of federal benefit	1.8	%	6.4	%
Federal research and development credits	3.2	%	4.0	%
Non-deductible stock-based compensation	(0.5)	%	(0.5)	%
Write down of federal NOL due to 382 limitation	(2.8)	%	—
Write down of federal R&D credits due to 382 limitation	(1.1)	%	—
Deferred tax adjustment resulting from tax rate change	(5.5)	%	—
Other	(0.2)	%	(0.2)	%
Valuation allowance	(15.9)	%	(30.7)	%
Effective Tax Rate	0.0	%	0.0	%

As of December 31, 2020, the Company had the following tax net operating loss carryforwards available to reduce future federal and Connecticut taxable income, and tax credit carryforwards available to offset future federal and Connecticut income taxes:


	Hyperfine
	Amount		Expire Through
Tax net operating loss carryforwards:
Federal (pre-2018 NOLs)	$	12,084	2037
Federal (post-2017 NOLs)		43,345	No Expiration
States		42,752	2040
States		24	2030
Tax credit carryforwards:
Federal research and development		1,561	2040
Connecticut research and development		464	N/A
Connecticut other		14	2025


		Liminal
		Amount			Expire Through

Tax net operating loss carryforwards:
Federal (pre-2018 NOLs)	$	—	2037
Federal (post-2017 NOLs)		6,170	No Expiration
Connecticut		6,170	2040
Tax credit carryforwards:
Federal research and development		271	2040
Connecticut research and development		35	N/A
Connecticut other		—	2025

The financial statements are presented on a combined basis but the federal and state income tax returns of Hyperfine and Liminal are filed separately. Therefore, the above net operating loss and research credit carryforwards of Hyperfine and Liminal are only available to be utilized by each entity, respectively.

Under Internal Revenue Code Section 382, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss and tax credit carryforwards to offset its post- change income and tax liabilities may be limited. Generally, an ownership change occurs when certain shareholders increase their aggregated ownership by more than 50 percentage points over their lowest ownership percentage in a testing period (typically three years). The Company performed a Section 382 analysis for Hyperfine to determine whether an ownership change has occurred. Based on this analysis, Hyperfine experienced two consecutive ownership changes, one on January 17, 2017, and one on May 16, 2017. As a result, Hyperfine’s net operating loss and tax credit carryforwards as of December 31, 2020 are subject to a Section 382 limitation. The January 17, 2017 ownership change resulted in an annual limitation of $865 and the May 16, 2017 ownership change resulted in an annual limitation of $3,008. The first (earlier) limitation will limit the deduction of pre-change losses and credits arising before the first ownership change. The second (later) ownership change, creates another limit to deduction of those pre-change losses and credits. However, the second ownership change does not allow for a “step-up” of the first limitation and therefore the pre-January 17, 2017 losses and credits are still subject to the first limitation amount. In addition, as a result of these ownership changes, the Company estimates that $3,126 and $249 of the federal net operating loss and research and development credit carryforwards, respectively, will expire before utilization. Accordingly, Hyperfine’s gross deferred tax assets and corresponding valuation allowance have been adjusted to reflect the estimated expired utilization.

The Company has adopted the accounting guidance within ASC Topic 740 on uncertainties in income taxes. ASC Topic 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

As of December 31, 2020 and 2019, the Company did not have any unrecognized tax benefits. To the extent penalties and interest would be assessed on any underpayment of income tax, the Company’s policy is that such amounts would be accrued and classified as a component of income tax expense in the financial statements. To date, the Company has not recorded any such interest or penalties.

The Company files income tax returns in the United States and multiple state and local jurisdictions. As a result of the Company’s net operating loss carryforwards, the Company’s federal, state and local statutes of limitations generally remain open for all tax years until its net operating loss and tax credit carryforwards are utilized or expire prior to utilization. The Company does not currently have any federal, state or local income tax examinations in progress.

Additionally, as a result of legislation in the state of Connecticut where the Company currently files, companies have the opportunity to exchange certain research and development tax credit carryforwards for a cash payment of 65% of the research and development tax credit. The research and development expenses that qualify for Connecticut credits are limited to those costs incurred within Connecticut. The Company has elected to participate in the exchange program and, as a result, has recognized net benefits of $138 and $342 for the years ended December 31, 2020 and 2019, respectively, which is included in research and development expenses in the combined statements of operations and comprehensive loss.

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.

Document and Entity Information	9 Months Ended
Document and Entity Information	Sep. 30, 2021
Document and Entity Information
Document Type	S-1
Entity Registrant Name	Hyperfine, Inc
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001833769
Amendment Flag	false

SHAREHOLDERS' EQUITY	1 Months Ended	9 Months Ended	12 Months Ended
SHAREHOLDERS' EQUITY	Dec. 31, 2020	Sep. 30, 2021	Dec. 31, 2020
SHAREHOLDER'S EQUITY			10. STOCKHOLDERS’ DEFICIT Common stock As of December 31, 2020, and 2019, Hyperfine had authorized 125,000,000 and 57,000,000 shares of common stock (“Hyperfine common stock”) at $0.0001 par value per share, of which a total of 4,812,083 shares and 4,605,299 shares were outstanding, respectively: As of December 31, 2020, and 2019, Liminal had 5,000 shares of common stock authorized at $0.001 par value per share, of which 1,000 shares were outstanding. In addition, as of December 31, 2020 and 2019 Hyperfine had authorized 25,000,000 shares of special- voting common stock (“Hyperfine Special-voting common stock”) as $0.0001 par value per share, of which none were issued or outstanding. Dividends Holders of the Hyperfine’s or Liminal’s common stock are not entitled to receive dividends unless declared by the Hyperfine’s board of directors or Liminal’s board of directors, respectively. Any such dividends on the Hyperfine common stock would be subject to the preferential dividend rights of the holders of the Convertible Preferred Stock (see above). There have been no dividends declared to date. Voting rights The holders of shares of the Hyperfine common stock are entitled to one vote per share on all matters on which the Hyperfine common stock shall be entitled to vote. The holders of shares of the Hyperfine Special- voting common stock are entitled to 10 votes per share on all matters on which the Hyperfine common stock shall be entitled to vote. The holders of Hyperfine common stock and Hyperfine Special-voting common stock shall vote together and not as separate classes.
HEALTHCOR CATALIO ACQUISITION CORP
SHAREHOLDER'S EQUITY	NOTE 7 — SHAREHOLDERS’ EQUITY Preference Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2020, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At December 31, 2020, there were no Class A ordinary shares issued and outstanding Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At December 31, 2020, there were 5,175,000 Class B ordinary shares issued and outstanding. Only holders of the Class B ordinary shares will have the right to vote on the appointment of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law. The Founder Shares will automatically convert into Class A ordinary shares on the day of the closing of an initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding (excluding the Private Placement Shares) upon completion of our initial public offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Shares issued to the Sponsor, members of the Company’s management team or any of the Company’s affiliates upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.	NOTE 8. SHAREHOLDER’S EQUITY Preference Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2021 and December 31, 2020, there were no shares of preferred shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At September 30, 2021, there were 20,700,000 Class A ordinary shares issued and outstanding, including Class A ordinary shares subject to possible redemption which are presented as temporary equity. Class A Private Placement Shares — Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 614,000 Private Placement Shares at a price of $10.00 per Private Placement Share, for an aggregate purchase price of $6,140,000 from the Company in a private placement. The proceeds from the sale of the Private Placement Shares were added to the net proceeds from the Initial Public Offering held in the Trust Account, of which $4,410,000 was paid to the underwriters and $2,000,000 was provided to the Company as funds held outside of the trust account for working capital purposes. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Shares held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Shares will be worthless (see Note 5). Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. As of September 30, 2021 and December 31, 2020, there were 5,175,000 shares of Class B ordinary shares issued and outstanding, respectively. Only holders of the Class B ordinary shares will have the right to vote on the appointment of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law. The Founder Shares will automatically convert into Class A ordinary shares on the day of the closing of an initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding (excluding the Private Placement Shares) upon completion of our initial public offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Shares issued to the Sponsor, members of the Company’s management team or any of the Company’s affiliates upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.

EQUITY INCENTIVE PLAN

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

EQUITY INCENTIVE PLAN

EQUITY INCENTIVE PLAN

11. EQUITY INCENTIVE PLAN

Hyperfine’s Equity Incentive Plan

Stock option activity

A summary of the stock option activity under the Hyperfine Plan is presented in the table below:


				Weighted
		Weighted		Average
		Average		Remaining	Aggregate
	Number of	Exercise		Contractual	Intrinsic
	Options	Price		Term	Value
Outstanding at December 31, 2020	5,812,150	$	0.87	7.07	$	2,073
Granted	19,591,900		1.07
Exercised	(1,690,990)		0.86
Forfeited	(1,047,555)		1.04
Outstanding at September 30, 2021	22,665,505	$	1.04	9.03	$	1,018
Options exercisable at September 30, 2021	3,554,421	$	0.83	6.64	$	964
Vested and expected to vest at September 30, 2021	21,149,996	$	1.03	9.00	$	1,014

Liminal’s Equity Incentive Plan

During May 2021, Liminal’s board of directors adopted the 2021 Employee, Director, and Consultant Equity Incentive Plan (the “Liminal Plan”).

Stock Option Activity

A summary of the stock option activity under the Liminal Plan is presented in the table below:


				Weighted
		Weighted		Average
		Average		Remaining	Aggregate
	Number of	Exercise		Contractual	Intrinsic
	Options	Price		Term	Value
Outstanding at December 31, 2020	—	$	—	—	$	—
Granted	1,976,000		0.94
Exercised	—		—
Forfeited	(1,006,250)		0.94
Outstanding at September 30, 2021	969,750	$	0.94	9.61	$	—
Options exercisable at September 30, 2021	189,091	$	0.94	9.61	$	—
Vested and expected to vest at September 30, 2021	969,750	$	0.94	9.61	$	—

Incentive Unit and Preferred Stock Award Activity

The Company’s stock-based compensation expense for the periods presented was as follows (in thousands):


	Nine months ended September 30,
	2021		2020
Cost of sales – Device	$	12	$	—
Cost of sales – Service		12		—
Research and development		829		655
General and administrative		2,226		131
Sales and marketing		52		71
	$	3,131	$	857

11. EQUITY INCENTIVE PLAN

Hyperfine’s Equity Incentive Plan

Stock option activity

A summary of the stock option activity under the Hyperfine Plan is presented in the table below:


				Weighted
				Average
		Weighted		Remaining	Aggregate
	Number of	Average		Contractual	Intrinsic
	Options	Exercise Price		Term	Value
Outstanding at December 31, 2019	4,764,571	$	0.74	7.53	$	2,313
Granted	1,432,250		1.23
Exercised	(206,784)		0.58
Forfeited	(177,887)		0.64
Outstanding at December 31, 2020	5,812,150	$	0.87	7.07	$	2,073
Options exercisable at December 31, 2020	3,977,599	$	0.76	6.43	$	1,879
Vested and expected to vest at December 31, 2020	5,666,661	$	0.87	7.07	$	5,667

Stock option valuation inputs


	2020		2019
Risk Free interest rate	1.5% – 1.7	%	1.5% – 2.7	%
Expected dividend yield	0	%	0	%
Expected term	5.8 years – 6.0 years		5.9 years – 6.2 years
Expected volatility	60	%	60	%

The assumptions used to value option grants to nonemployees for the years ended December 31, 2020 and 2019 were as follows:


	2020		2019
Risk Free interest rate	1.5% – 1.7	%	1.5% – 2.7	%
Expected dividend yield	0	%	0	%
Expected term	5.8 years – 6.0 years		4.7 years – 10.0 years
Expected volatility	60	%	60	%

Risk free interest rate

The risk-free interest rate for periods within the expected term of the awards is based on the U.S. Treasury yield curve in effect at the time of the grant.

Expected dividend yield

The Company has never declared or paid any cash dividends and does not expect to pay any cash dividends in the foreseeable future.

Expected term

Expected volatility

As Hyperfine has been privately held since inception, there is no specific historical or implied volatility information available.

Exercise price

The number of stock options granted to Hyperfine’s employees and nonemployees were 1,432,250 and 903,750 during 2020 and 2019, respectively.

Liminal’s equity incentive plan

The Company’s stock-based compensation expense for the periods presented was as follows (in thousands):


	2020		2019
Research and development	$	864	$	596
General and administrative		231		293
Sales and marketing		22		7
Total stock-based compensation expense	$	1,117	$	896

Total unrecognized stock-based compensation expense as of December 31, 2020, was $1,299, which will be recognized over the remaining vesting period of 2.44 years.

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

9 Months Ended

Sep. 30, 2021

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

In light of recent comment letter issued by the Securities & Exchange Commission (“SEC”), management re-evaluated the Company's application of ASC 480-10-99 to its accounting classification of public shares. In connection with the preparation of the Company’s financial statements as of September 30, 2021, management identified errors made in its historical financial statements where, at the closing of the Company’s Initial Public Offering, the Company improperly classified a portion of its Class A ordinary shares subject to possible redemption. The Company previously determined the Class A ordinary shares subject to possible redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Class A ordinary shares issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside of the Company’s control. Therefore, management concluded that the redemption value should include all Class A ordinary shares subject to possible redemption regardless if the result is less than $5,000,001 in net tangible assets. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements”, management has concluded the classification error related to temporary equity and permanent equity was material to the historical financial statements. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements impacted should be restated. This resulted in a restatement to temporary equity with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares.

The impact of the restatement on the Company’s financial statements is reflected in the following table.


	As Previously
Balance Sheet as of January 29, 2021 (Audited)	Reported		Adjustment		Restated
Class A ordinary shares subject to possible redemption	$	196,231,090	$	10,768,910	$	207,000,000
Class A ordinary shares	$	169	$	(108)	$	61
Additional paid-in capital	$	5,004,316	$	(5,004,316)	$	—
Accumulated deficit	$	(5,000)	$	(5,764,486)	$	(5,769,486)
Total Shareholders’ Equity (Deficit)	$	5,000,003	$	(10,768,910)	$	(5,768,907)

Balance Sheet as of March 31, 2021 (Unaudited)
Class A ordinary shares subject to possible redemption	$	196,082,323	$	10,917,677	$	207,000,000
Class A ordinary shares	$	170	$	(109)	$	61
Additional paid-in capital	$	5,153,081	$	(5,153,081)	$	—
Accumulated deficit	$	(153,766)	$	(5,764,487)	$	(5,918,253)
Total Shareholders' Equity (Deficit)	$	5,000,003	$	(10,917,677)	$	(5,917,674)

Balance Sheet as of June 30, 2021 (Unaudited)
Class A ordinary shares subject to possible redemption	$	194,648,426	$	12,351,574	$	207,000,000
Class A ordinary shares	$	185	$	(124)	$	61
Additional paid-in capital	$	6,586,963	$	(6,586,963)	$	—
Accumulated deficit	$	(1,587,660)	$	(5,764,487)	$	(7,352,147)
Total Shareholders' Equity (Deficit)	$	5,000,006	$	(12,351,574)	$	(7,351,568)

Condensed Statement of Changes in Shareholders' Equity (Deficit) for the Three Months Ended March 31, 2021 (Unaudited)
Sale of 20,700,000 Public Shares, net of underwriter discounts and offering expenses	$	195,071,092	$	(195,071,092)	$	—
Sale of 614,000 Private Placement Shares	$	6,140,000	$	—	$	6,140,000
Initial value of ordinary shares subject to redemption	$	(196,082,323)	$	196,082,323	$	—
Remeasurement adjustment for Class A ordinary shares to redemption amount	$	—	$	(11,928,908)	$	(11,928,908)
Total Shareholders' Equity (Deficit)	$	5,000,003	$	(10,917,677)	$	(5,917,674)

Condensed Statement of Changes in Shareholders' Equity (Deficit) for the Three Months Ended June 30, 2021 (Unaudited)
Change in value of ordinary shares subject to redemption	$	1,433,897	$	(1,433,897)	$	—
Total Shareholders' Equity (Deficit)	$	5,000,006	$	(12,351,574)	$	(7,351,568)

Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited) – Noncash Transaction
Remeasurement adjustment to redemption value	$	—	$	11,928,908	$	11,928,908

Statement of Cash Flows for the Six Months Ended June 30, 2021 (Unaudited) – Noncash Transaction
Remeasurement adjustment to redemption value	$	—		11,928,908	$	11,928,908

In connection with the change in presentation for the Class A ordinary shares subject to redemption, the Company also restated its loss per ordinary share calculated to allocate net loss evenly to Class A and Class B ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the loss of the

Company. There is no impact to the reported amounts for total assets, total liabilities, cash flows, or net loss. The impact of this restatement on the Company’s financial statements is reflected in the following table:


	As Previously		As		As Previously		As		As Previously		As
	Reported		Restated		Reported		Restated		Reported		Restated
	For the Three		For the Three		For the Three		For the Three		For the Six		For the Six
	Months Ended		Months Ended		Months Ended		Months Ended		Months Ended		Months Ended
	March 31, 2021		March 31, 2021		June 30, 2021		June 30, 2021		June 30, 2021		June 30, 2021
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		19,623,109		14,030,000		19,607,812		20,700,000		19,613,951		17,383,425
Basic and diluted net loss per ordinary share, Class A ordinary shares subject to possible redemption	$	—	$	(0.01)	$	—	$	(0.05)	$	—	$	(0.07)
Basic and diluted net loss per ordinary share, Class A ordinary shares not subject to possible redemption		—	$	416,156	$	—		614,000		—		515,624
Basic and diluted weighted average net loss per ordinary shares outstanding, Class A ordinary shares not subject to possible redemption	$	—	$	0.01	$	—	$	(0.05)	$	—	$	(0.07)
Basic and diluted weighted average shares outstanding, Class B ordinary shares		6,113,916		4,957,500		6,881,188		5,175,000		6,494,516		5,066,851
Basic and diluted net loss per ordinary share, Class B ordinary shares	$	(0.03)	$	(0.01)	$	(0.21)	$	(0.05)	$	(0.25)	$	(0.07)

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) $ / shares in Units, shares in Millions	1 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2020	Sep. 30, 2021	Dec. 31, 2018	Nov. 23, 2020
Related Party Transaction [Line Items]
Repayment of promissory note - related party			$ 1,000,000
HEALTHCOR CATALIO ACQUISITION CORP
Related Party Transaction [Line Items]
Repayment of promissory note - related party		$ 12,760
Class A Ordinary Shares \| HEALTHCOR CATALIO ACQUISITION CORP
Related Party Transaction [Line Items]
Aggregate shares authorized to purchase	25	25
Promissory Note with Related Party \| HEALTHCOR CATALIO ACQUISITION CORP
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note				$ 300,000
Outstanding balance of related party note	$ 38,375
Administrative Services Agreement \| HEALTHCOR CATALIO ACQUISITION CORP
Related Party Transaction [Line Items]
Expenses per month	10,000
Related Party Loans \| HEALTHCOR CATALIO ACQUISITION CORP
Related Party Transaction [Line Items]
Loan conversion agreement warrant	$ 1,500,000	$ 1,500,000
Related Party Loans \| HEALTHCOR CATALIO ACQUISITION CORP \| Working capital loans warrant
Related Party Transaction [Line Items]
Price of warrant	$ 10.00	$ 10.00

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)		1 Months Ended	9 Months Ended		12 Months Ended
	Nov. 30, 2020	Dec. 31, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Jan. 29, 2021
Income tax expense
Statutory tax rate (as a percent)			21.00%		21.00%	21.00%
Anti-dilutive securities attributable to warrants (in shares)			190,317,446	73,237,545	100,823,008	71,975,781
HEALTHCOR CATALIO ACQUISITION CORP
Offering costs			$ 11,928,907				$ 11,928,907
Underwriting fees		$ 4,140,000	4,140,000		$ 4,140,000		4,140,000
Deferred underwriters' discount		7,245,000	7,245,000		7,245,000		7,245,000
Other offering expenses		543,907	543,907		543,907		$ 543,907
Unrecognized tax benefits		0	0		0
Unrecognized tax benefits accrued for interest and penalties		0	$ 0		$ 0
Income tax expense	$ 0	$ 0
Purchase of aggregate shares			250,000

PROPERTY AND EQUIPMENT, NET (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Schedule of Property and equipment, net

Property and equipment, net, are recorded at historical cost and consist of the following:


	September 30,		December 31,
	2021		2020
Laboratory equipment	$	874	$	572
Research devices		772		486
Sales and marketing devices		762		—
Computer equipment		525		385
Construction in progress		686		613
Tooling		292		270
Leased devices		347		127
Other		172		167
		4,430		2,620
Less: Accumulated depreciation and amortization		(1,105)		(716)
Property and equipment, net	$	3,325	$	1,904

Property and equipment, net, are recorded at historical cost and consist of the following at December 31:


	2020		2019
Laboratory equipment	$	572	$	397
Research devices		486		—
Computer equipment		385		323
Construction in progress		613		18
Tooling		270		21
Leased devices		127		—
Other		167		157
		2,620		916
Less: Accumulated depreciation and amortization		(716)		(427)
Property and equipment, net	$	1,904	$	489

CONDENSED BALANCE SHEET (Parenthetical) - HEALTHCOR CATALIO ACQUISITION CORP - $ / shares	Sep. 30, 2021	Jan. 26, 2021	Dec. 31, 2020
Preferred stock, par value, (per share)	$ 0.0001		$ 0.0001
Preferred stock, shares authorized	5,000,000		5,000,000
Preferred stock, shares issued	0		0
Preferred stock, shares outstanding	0		0
Class A Ordinary Shares
Common shares, par value, (per share)	$ 0.0001		$ 0.0001
Common shares, shares authorized	500,000,000		500,000,000
Common shares, shares issued	614,000		0
Common shares, shares outstanding	614,000		0
Class A Ordinary Shares Subject to Redemption
Temporary equity, shares outstanding	20,700,000		0
Temporary equity, redemption value per share	$ 10.00		$ 10.00
Class B Ordinary Shares
Common shares, par value, (per share)	$ 0.0001		$ 0.0001
Common shares, shares authorized	50,000,000		50,000,000
Common shares, shares issued	5,175,000		5,175,000
Common shares, shares outstanding	5,175,000	5,175,000	5,175,000
Class B Ordinary Shares \| Over-allotment option
Maximum shares subject to forfeiture			675,000

COMBINED STATEMENTS OF CASH FLOWS $ in Thousands	9 Months Ended		12 Months Ended		21 Months Ended
COMBINED STATEMENTS OF CASH FLOWS $ in Thousands	Sep. 30, 2021 USD ($)	Sep. 30, 2020 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Sep. 30, 2021 USD ($)
Cash flows from operating activities
Net loss	$ (38,766)	$ (16,565)	$ (23,427)	$ (19,415)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization	389	204	289	141
Loss on disposal of fixed assets				4
Stock-based compensation expense	3,131	857	1,117	896
Write-down of inventory	19	163	213
Sales under sales type leases			(46)
Payments received on net investment in lease	7	0	2
Changes in assets and liabilities
Accounts receivable	(766)	(58)	(174)	309
Inventory	(1,064)	(1,404)	(1,931)
Prepaid expenses and other current assets	(2,909)	261	146	(366)
Due from related parties	1,452	378	(782)	(161)
Other assets - related party	158	174	226	243
Prepaid inventory			651	(651)
Other long term assets	614		0		$ 614
Accounts payable	3,923	(112)	(377)	467
Deferred grant funding	1,857	1,610	1,610
Deferred revenue			158
Due to related parties	1,198	2	27	(177)
Accrued expenses and other current liabilities	2,030	75	773	338
Net cash used in operating activities	(29,047)	(13,711)	(21,525)	(18,372)
Cash flows from investing activities
Purchases of fixed assets	(1,736)	(795)	(1,568)	(244)
Net cash used in investing activities	(1,736)	(795)	(1,568)	(244)
Cash flows from financing activities
Proceeds from exercise of stock options	1,462	64	120	36
Proceeds from issuance of Series D convertible preferred stock	30,468	0	59,769
Stock issuance costs related to Series D convertible preferred stock	(7)	0	(129)
Proceeds from issuance of notes payable	0	1,067	1,067	1,000
Repayment of notes payable			(889)	(2,000)
Investment from 4Bionics, LLC	3,516	500	1,000	5,700
Net cash provided by financing activities	35,439	1,631	60,938	4,736
Net increase (decrease) in cash and cash equivalents and restricted cash	4,656	(12,875)	37,845	(13,880)
Cash - Beginning of period	64,286	26,441	26,441	40,321	26,441
Cash - End of period	68,942	13,566	64,286	26,441	68,942
Reconciliation of cash, cash equivalents, and restricted cash reported in the statement of financial position
Cash and cash equivalents	65,475	11,956	62,676	26,441	65,475
Restricted cash	3,467	1,610	1,610		3,467
Total cash, cash equivalents and restricted cash	68,942	13,566	64,286	26,441	$ 68,942
Supplemental Cash Flow Elements [Abstract]
Cash received from exchange of research and development tax credit	$ 324	$ 523	261	200
Cash paid for interest			6	$ 77
Supplemental disclosure of noncash flow information
Noncash acquisition of fixed assets			$ 136

COMMITMENTS AND CONTINGENCIES

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

COMMITMENTS

Commitments And Contingencies

15. COMMITMENTS AND CONTINGENCIES

Commitments

Contingencies

15. COMMITMENTS AND CONTINGENCIES

Commitments

As of December 31, 2020, we have an obligation under a research services agreement with an academic institution of $0.1 million, the majority of which is due in the next year.

Contingencies

The Company enters into indemnification provisions under some agreements with other parties in the ordinary course of business, including business partners, investors, contractors, and the Company’s officers, directors and certain employees. The Company has agreed to indemnify and defend the indemnified party claims and related losses suffered or incurred by the indemnified party from actual or threatened third-party claim because of the Company’s activities or non-compliance with certain representations and warranties made by the Company. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. To date, losses recorded in the combined statements of operations and comprehensive loss in connection with the indemnification provisions have not been material.

REVENUE RECOGNITION (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Schedule of disaggregated revenues

The following table summarizes the Company’s disaggregated revenues (in thousands):


	Pattern of	Nine Months Ended September 30,
	Recognition	2021		2020
Device	Point in time	$	521	$	77
Service	Over time		539		10
Total revenue		$	1,060	$	87


	Pattern of
	Recognition	2020		2019
Device	Point in time	$	200	$	—
Service	Overtime		94		—
Total revenue		$	294	$	—

Schedule of receivables and deferred revenue from contracts with customers

The following table provides information about receivables and deferred revenue from contracts with customers (in thousands):


	September 30,		December 31,
	2021		2020
Accounts receivable	$	940	$	174
Unbilled receivables		48		—
Deferred revenue		774		158
Long term deferred revenue		340		—

The following table provides information about receivables and deferred revenue from contracts with customers (in thousands):


	2020	2019
Accounts receivable	174	—
Deferred revenue, current	158	—

EQUITY INCENTIVE PLAN - Additional Information (Details) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Oct. 31, 2020	Aug. 31, 2020	Oct. 31, 2019	Jan. 01, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			4 years
Cash proceeds from exercise of stock options	$ 1,462,000	$ 64,000	$ 120,000	$ 36,000
Total stock-based compensation expense	$ 3,131,000	857,000	1,117,000	896,000
Tax benefits of stock-based compensation expense recognized			$ 0
Hyperfine Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, capital shares reserved for future issuance			16,000,000		16,000,000			12,000,000
Common stock remained available for issuance			5,375,767
Vesting period			10 years
Cash proceeds from exercise of stock options			$ 120,000	36,000
Total intrinsic value			$ 167,000	$ 173,000
Weighted-average grant date fair value			$ 0.69	$ 0.72
Expected volatility			60.00%	60.00%
Option award to purchase shares	19,591,900		1,432,250	903,750
4Bionics Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, capital shares reserved for future issuance						20,000,000	15,000,000
Common stock remained available for issuance			3,036,226
Total stock-based compensation expense	$ 217,000	$ 213,000	$ 274,000	$ 181,000
Tax benefits realized from exercise of stock options			0
Total unrecognized stock-based compensation expense			$ 1,299,000
Recognized over remaining vesting period			2 years 5 months 8 days

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2020

INCOME TAXES

Schedule of deferred tax assets (liabilities)


	As of December 31,
	2020		2019
Gross deferred tax assets (liabilities):
Net operating loss carryforwards	$	14,512	$	11,976
Tax credit carryforwards		2,237		1,559
Fixed assets		6		(46)
Non-deductible stock-based compensation		522		485
Deferred Revenue		421		—
Other		90		85
Total Deferred tax assets	$	17,788	$	14,059
Valuation allowance		(17,788)		(14,059)
Net deferred tax assets (liabilities)	$	—	$	—

Schedule of reconciliation of anticipated income tax expense benefit computed by statutory federal income tax rate


	Years Ended December 31,
	2020		2019
Federal statutory income tax rate	21.0	%	21.0	%
State taxes, net of federal benefit	1.8	%	6.4	%
Federal research and development credits	3.2	%	4.0	%
Non-deductible stock-based compensation	(0.5)	%	(0.5)	%
Write down of federal NOL due to 382 limitation	(2.8)	%	—
Write down of federal R&D credits due to 382 limitation	(1.1)	%	—
Deferred tax adjustment resulting from tax rate change	(5.5)	%	—
Other	(0.2)	%	(0.2)	%
Valuation allowance	(15.9)	%	(30.7)	%
Effective Tax Rate	0.0	%	0.0	%

Schedule of tax net operating loss carryforward and tax credit carryforward


	Hyperfine
	Amount		Expire Through
Tax net operating loss carryforwards:
Federal (pre-2018 NOLs)	$	12,084	2037
Federal (post-2017 NOLs)		43,345	No Expiration
States		42,752	2040
States		24	2030
Tax credit carryforwards:
Federal research and development		1,561	2040
Connecticut research and development		464	N/A
Connecticut other		14	2025


		Liminal
		Amount			Expire Through

Tax net operating loss carryforwards:
Federal (pre-2018 NOLs)	$	—	2037
Federal (post-2017 NOLs)		6,170	No Expiration
Connecticut		6,170	2040
Tax credit carryforwards:
Federal research and development		271	2040
Connecticut research and development		35	N/A
Connecticut other		—	2025

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Schedule of reconciliation of Class A ordinary shares subject to possible redemption reflected in the condensed balance sheet

September 30, 2021


					Shares	Total						Initial
		Issuance			Issued	Proceeds or				Net		Liquidation
	Year of Class	Price per		Shares	and	Exchange		Issuance		Carrying		Price per
Class	Issuance	Share		Authorized	Outstanding	Value		Costs		Value		Share
Series A	2014	$	0.04	25,000,000	25,000,000	$	1,000	$	2	$	998	$	0.80
Series B	2017		0.80	10,625,000	10,625,000		8,500		—		8,500		0.80
Series C	2017		1.88	31,586,210	31,586,210		59,382		234		59,148		1.88
Series D	2020 – 2021		2.15	62,577,618	41,970,981		90,237		136		90,101		2.15
				129,788,828	109,182,191	$	159,119	$	372	$	158,747

December 31, 2020


					Shares	Total						Initial
		Issuance			Issued	Proceeds or				Net		Liquidation
	Year of Class	Price per		Shares	and	Exchange		Issuance		Carrying		Price per
Class	Issuance	Share		Authorized	Outstanding	Value		Costs		Value		Share
Series A	2014	$	0.04	25,000,000	25,000,000	$	1,000	$	2	$	998	$	0.80
Series B	2017		0.80	10,625,000	10,625,000		8,500		—		8,500		0.80
Series C	2017		1.88	31,586,210	31,586,210		59,382		234		59,148		1.88
Series D	2020		2.15	62,577,618	27,799,648		59,769		129		59,640		2.15
				129,788,828	95,010,858	$	128,651	$	365	$	128,286

The following table summarizes the authorized, issued and outstanding Convertible Preferred Stock of Hyperfine as of December 31, 2020 (in thousands, except share and per share information):


												Initial
		Issuance			Shares	Total						Liquidation
	Year of Class	Price		Shares	Issued and	Proceeds or		Issuance		Net Carrying		Price
Class	Issuance	per share		Authorized	Outstanding	Exchange Value		Costs		Value		per share
Series A	2014	$	0.04	25,000,000	25,000,000	$	1,000	$	2	$	999	$	0.80
Series B	2017		0.80	10,625,000	10,625,000		8,500		—		8,500		0.80
Series C	2017		1.88	31,586,210	31,586,210		59,382		234		59,148		1.88
Series D	2020		2.15	62,577,618	27,799,648		59,769		129		59,640		2.15
				129,788,828	95,010,858

The following table summarizes the authorized, issued and outstanding Convertible Preferred Stock of Hyperfine as of December 31, 2019 (in thousands, except for share and per share information):


												Initial
		Issuance			Shares	Total						Liquidation
	Year of Class	Price		Shares	Issued and	Proceeds or		Issuance		Net Carrying		Price
Class	Issuance	per share		Authorized	Outstanding	Exchange Value		Costs		Value		per share
Series A	2014	$	0.04	25,000,000	25,000,000	$	1,000	$	2	$	999	$	0.80
Series B	2017		0.80	10,625,000	10,625,000		8,500		—		8,500		0.80
Series C	2017		1.88	31,914,894	31,586,210		59,382		234		59,148		1.88
				67,539,894	67,211,210

Schedule of basic and diluted net loss per ordinary share

The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock:


	Nine Months Ended September 30,
	2021		2020
Numerator:
Net Loss	$	(38,766)	$	(16,565)
Numerator for Basic and Dilutive EPS – Loss available to common stockholders	$	(38,766)	$	(16,565)
Denominator:
Common Stock		5,229,877		4,630,574
Denominator for Basic and Dilutive EPS – Weighted-average common stock		5,229,877		4,630,574
Basic and dilutive loss per share	$	(7.41)	$	(3.58)


	2020		2019
Numerator:
Net Loss	$	(23,427)	$	(19,415)
Numerator for Basic and Dilutive EPS – Loss available to common stockholders	$	(23,427)	$	(19,415)
Denominator:
Common Stock		4,651,127		4,486,484
Denominator for Basic and Dilutive EPS – Weighted-average common stock		4,651,127		4,486,484
Basic and dilutive loss per share	$	(5.04)	$	(4.33)

Schedule of reconciliation of Class A ordinary shares subject to possible redemption reflected in the condensed balance sheet


Gross Proceeds	$	207,000,000
Less:
Class A ordinary shares issuance costs		(11,928,908)
Add:
Remeasurement adjustment of carrying value to redemption value		11,928,908
Class A ordinary shares subject to possible redemption	$	207,000,000

Schedule of basic and diluted net loss per ordinary share

The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2021						2021
	Class A Redeemable		Class A Nonredeemable		Class B		Class A Redeemable		Class A Nonredeemable		Class B
Basic and diluted net loss per ordinary share
Numerator:
Allocation of net loss, as adjusted	$	(701,555)	$	(20,809)	$	(175,389)	$	(1,899,973)	$	(56,357)	$	(524,084)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		20,700,000		614,000		5,175,000		18,501,099		548,777		5,103,297
Basic and diluted net loss per ordinary share	$	(0.03)	$	(0.03)	$	(0.03)	$	(0.10)	$	(0.10)	$	(0.10)

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

8. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following:


	September 30,		December 31,
	2021		2020
Bonus	$	1,535	$	501
Contracted services		883		456
Legal fees		435		282
Commission		340		—
Other		101		25
Total accrued expenses and other current liabilities	$	3,294	$	1,264

7. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following at December 31:


	2020		2019
Bonus	$	501	$	110
Contracted services		456		152
Legal fees		282		228
Other		25		1
Total accrued expenses and other current liabilities	$	1,264	$	491

INVENTORIES (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
INVENTORIES (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
INVENTORIES
Inventory adjustments and excess and obsolete inventory charges	$ 19	$ 163	$ 213

COMBINED BALANCE SHEETS - USD ($)	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2020	Dec. 31, 2019	Dec. 31, 2018
CURRENT ASSETS:
Cash and cash equivalents	$ 65,475,000	$ 62,676,000	$ 11,956,000	$ 26,441,000
Restricted cash	3,467,000	1,610,000
Accounts receivable	940,000	174,000
Inventory	2,763,000	1,718,000
Prepaid expenses and other current assets	3,600,000	691,000		837,000
Due from related parties	13,000	1,465,000		683,000
Total Current Assets	76,306,000	68,334,000		27,961,000
Property and equipment	3,325,000	1,904,000		489,000
Other assets - related party	1,086,000	1,244,000		1,470,000
Prepaid inventory				651,000
Net investment in lease	37,000	44,000
Other long term assets	614,000	0
TOTAL ASSETS	81,368,000	71,526,000		30,571,000
CURRENT LIABILITIES:
Accounts payable	4,945,000	948,000		1,189,000
Deferred grant funding	3,467,000	1,610,000
Deferred revenue	774,000	158,000
Due to related parties	1,334,000	136,000		109,000
Accrued expenses and other current liabilities	3,294,000	1,264,000		491,000
Total Current Liabilities	13,814,000	4,116,000		1,789,000
Long term notes payable	178,000	178,000
Total liabilities		4,294,000		1,789,000
COMMITMENTS AND CONTINGENCIES (NOTE 15)
Class A ordinary shares subject to possible redemption		128,286,000		68,646,000
STOCKHOLDERS' DEFICIT:
Additional paid-in capital	9,173,000	10,415,000		8,178,000
Accumulated deficit	(110,235,000)	(71,469,000)		(48,042,000)
Total Shareholders' (Deficit) Equity	(101,061,000)	(61,054,000)	(55,008,000)	(39,864,000)	$ (27,081,000)
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY	81,368,000	71,526,000		30,571,000
Hyperfine Convertible Preferred Stock
CURRENT LIABILITIES:
Class A ordinary shares subject to possible redemption	158,747,000	128,286,000	68,646,000	68,646,000	$ 67,211,210
Liminal Convertible Preferred Stock
CURRENT LIABILITIES:
Class A ordinary shares subject to possible redemption	9,350,000	0	$ 0	$ 0
Hyperfine Common stock
STOCKHOLDERS' DEFICIT:
Common stock value	1,000	0
Liminal Common stock
STOCKHOLDERS' DEFICIT:
Common stock value	0	0
Hyperfine Special-Voting common stock
STOCKHOLDERS' DEFICIT:
Common stock value	0	0
Liminal Special Voting Common Stock
STOCKHOLDERS' DEFICIT:
Common stock value	$ 0	$ 0

INITIAL PUBLIC OFFERING (Details) - HEALTHCOR CATALIO ACQUISITION CORP - $ / shares		3 Months Ended	9 Months Ended
	Jan. 29, 2021	Mar. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Number of units sold		20,700,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold	20,700,000		20,700,000
Purchase price, per unit	$ 10.00		$ 10.00	$ 10.00
Initial Public Offering \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrants			$ 10.00
Initial Public Offering \| Public Warrants \| Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Number of units sold	20,700,000
Purchase price, per unit	$ 10.00
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold	2,700,000		2,700,000
Purchase price, per unit	$ 10.00
Over-allotment option \| Public Warrants \| Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Number of units sold	2,700,000
Purchase price, per unit	$ 10.00

NET LOSS PER SHARE (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Schedule of basic and diluted net loss per share

The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock:


	Nine Months Ended September 30,
	2021		2020
Numerator:
Net Loss	$	(38,766)	$	(16,565)
Numerator for Basic and Dilutive EPS – Loss available to common stockholders	$	(38,766)	$	(16,565)
Denominator:
Common Stock		5,229,877		4,630,574
Denominator for Basic and Dilutive EPS – Weighted-average common stock		5,229,877		4,630,574
Basic and dilutive loss per share	$	(7.41)	$	(3.58)


	2020		2019
Numerator:
Net Loss	$	(23,427)	$	(19,415)
Numerator for Basic and Dilutive EPS – Loss available to common stockholders	$	(23,427)	$	(19,415)
Denominator:
Common Stock		4,651,127		4,486,484
Denominator for Basic and Dilutive EPS – Weighted-average common stock		4,651,127		4,486,484
Basic and dilutive loss per share	$	(5.04)	$	(4.33)

Schedule of anti-dilutive common equivalent shares


	Nine Months Ended September 30,
	2021	2020
Outstanding options to purchase common stock	23,635,255	6,026,335
Outstanding Hyperfine convertible preferred stock (Series A through D)	109,182,191	67,211,210
Outstanding Liminal convertible preferred stock (Series A-1 and A-2)	57,500,000	—
Total anti-dilutive common equivalent shares	190,317,446	73,237,545


	2020	2019
Outstanding options to purchase common stock	5,812,150	4,764,571
Outstanding convertible preferred stock (Series A through D)	95,010,858	67,211,210
Total anti-dilutive common equivalent shares	100,823,008	71,975,781

PROPERTY AND EQUIPMENT, NET

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

PROPERTY AND EQUIPMENT, NET

7. PROPERTY AND EQUIPMENT, NET

Property and equipment, net, are recorded at historical cost and consist of the following:


	September 30,		December 31,
	2021		2020
Laboratory equipment	$	874	$	572
Research devices		772		486
Sales and marketing devices		762		—
Computer equipment		525		385
Construction in progress		686		613
Tooling		292		270
Leased devices		347		127
Other		172		167
		4,430		2,620
Less: Accumulated depreciation and amortization		(1,105)		(716)
Property and equipment, net	$	3,325	$	1,904

Depreciation and amortization expense amounted to $389 and $204 for the nine months ended September 30, 2021 and 2020, respectively.

6. PROPERTY AND EQUIPMENT, NET

Property and equipment, net, are recorded at historical cost and consist of the following at December 31:


	2020		2019
Laboratory equipment	$	572	$	397
Research devices		486		—
Computer equipment		385		323
Construction in progress		613		18
Tooling		270		21
Leased devices		127		—
Other		167		157
		2,620		916
Less: Accumulated depreciation and amortization		(716)		(427)
Property and equipment, net	$	1,904	$	489

Depreciation and amortization expense amounted to $289 and $141 for the years ended December 31, 2020 and 2019, respectively.

EVENTS SUBSEQUENT TO THE ORIGINAL ISSUANCE OF AUDITED FINANCIAL STATEMENTS (UNAUDITED)

12 Months Ended

Dec. 31, 2020

EVENTS SUBSEQUENT TO THE ORIGINAL ISSUANCE OF AUDITED FINANCIAL STATEMENTS (UNAUDITED)

EVENTS SUBSEQUENT TO THE ORIGINAL ISSUANCE OF AUDITED FINANCIAL STATEMENTS (UNAUDITED)

17. EVENTS SUBSEQUENT TO THE ORIGINAL ISSUANCE OF AUDITED FINANCIAL STATEMENTS (UNAUDITED)

The Company has evaluated the following events that have occurred since the initial date on which the financial statements were available to be issued on July 19, 2021, for possible adjustment to or disclosure in the financial statements:

●

On September 24, 2021, Liminal entered into a promissory note with Hyperfine to borrow up to $500 in principal. The promissory note bears interest at a rate of 3.22% per annum from the date of each advance. The principal amount and all accrued interest on the promissory note are due and payable upon the earlier to occur of (a) the first anniversary, (b) the occurrence of an Event of Default as defined in the agreement or (c) the date that is 30 days after the Closing Date as defined in the Business Combination Agreement. Total advances under the promissory note to date are $300.

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

1 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

HealthCor Catalio Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on November 18, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”).

Although the Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination, our focus is on the healthcare industry in the United States and other developed countries. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of December 31, 2020, the Company had not commenced any operations. All activity for the period from November 18, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering became effective on January 26, 2021. On January 29, 2021, the Company consummated the Initial Public Offering of 20,700,000 Class A ordinary shares (the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 2,700,000 Public Shares, at $10.00 per Public Share, generating gross proceeds of $207,000,000 which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 614,000 shares (the “Private Placement Shares”) at a price of $10.00 per Private Placement Share in a private placement to HC Sponsor LLC (the “Sponsor”), generating gross proceeds of $6,140,000, which is described in Note 4

Transaction costs amounted to $11,928,907, consisting of $4,140,000 of underwriting fees, $7,245,000 of deferred underwriting fees and $543,907 of other offering costs.

Following the closing of the Initial Public Offering on January 29, 2021, an amount of $207,000,000 ($10.00 per Public Shares) from the net proceeds of the sale of the Public Shares in the Initial Public Offering and the sale of the Private Placement Shares was placed in a trust account (the “Trust Account”), and are invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations.

The Company will not be permitted to withdraw any of the principal or interest held in the trust account, except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its income taxes, if any, until the earliest of (i) the completion of the Company's initial business combination, (ii) the redemption of the public shares if the Company has not consummated an initial business combination within 24 months from the closing of our initial public offering, subject to applicable law, and (iii) the redemption of the public shares properly submitted in connection with a shareholder vote to approve an amendment to the Company's amended and restated memorandum and articles of association (A) that would modify the substance or timing of its obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the Company's initial business combination or to redeem 100% of the public shares if the Company does not complete its initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares or pre-initial business combination activity. Based on current interest rates, the Company expects that interest income earned on the trust account (if any) will be sufficient to pay its income taxes.

The proceeds deposited in the trust account could become subject to the claims of the Company's creditors, if any, which could have priority over the claims of its public shareholders.

If the Company seeks shareholder approval in connection with a Business Combination, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5), its Private Placement Shares (as defined in Note 5), and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Additionally, each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent.

The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares, Private Placement Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company will have until January 29, 2023 (the “Combination Period”) to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (ii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquired Public Shares in or will acquire after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Public Share ($10.00).

The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent public accountants), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Management's Plan

Prior to the completion of the initial public offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since reevaluated the Company's liquidity and financial condition and determined that sufficient capital exists to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements and therefore substantial doubt has been alleviated.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

HealthCor Catalio Acquisition Corp. (“HealthCor” or the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on November 18, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”).

As of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and costs associated with identifying a target for a Business Combination, which is described in Note 7. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

Transaction costs amounted to $11,928,907, consisting of $4,140,000 of underwriting fees, $7,245,000 of deferred underwriting fees and $543,907 of other offering costs.

The Company’s management has broad discretion with respect to money held outside the Trust Account. The amount held in the Trust Account can only be applied toward completing a business combination or redemption as part of the liquidation. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will not be permitted to withdraw any of the principal or interest held in the trust account, except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its income taxes, if any, until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of the public shares if the Company has not consummated an initial business combination within January 29, 2023, subject to applicable law, and (iii) the redemption of the public shares properly submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of its obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the Company’s initial business combination or to redeem 100% of the public shares if the Company does not complete its initial business combination within January 29, 2023 or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares or pre-initial business combination activity.

The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of its public shareholders.

If the Company seeks shareholder approval in connection with a Business Combination, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6), its Private Placement Shares (as defined in Note 6), and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Additionally, each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquired Public Shares in or will acquire after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Public Share ($10.00).

Risks and Uncertainties

Liquidity and Capital Resources

As of September 30, 2021, the Company held $525,404 in cash outside of the Trust Account and had a working capital deficit of $1,018,818. The deficit was primarily due to legal accruals of $1.9 million of which approximately $1,415,000 are contingent upon and will be paid through the consummation of the initial business combination along with other contingent deal costs. On November 13, 2021, the Sponsor agreed to provide loans of up to an aggregate $1,000,000 to the Company through November 13, 2022 if funds are needed by the Company upon request. These loans will be non-interest bearing, unsecured and will be repaid upon the consummation of a business combination. The Sponsor understands that if the Company does not consummate a business combination (as described in the Company’s prospectus, dated January 26, 2021), all amounts loaned to the Company hereunder will be forgiven except to the extent that the Company has funds available to it outside of its trust account established in connection with the Company’s initial public offering.

Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of an initial business combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, performing due diligence on prospective target businesses, and structuring, negotiating and consummating the initial business combination.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER'S (DEFICIT) EQUITY (Parenthetical) - shares	Sep. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
Private Placement \| Private Placement Warrants \| HEALTHCOR CATALIO ACQUISITION CORP
Sale of 614,000 Private Placement Units, Net	614,000	614,000	614,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)		1 Months Ended	9 Months Ended		12 Months Ended
	Nov. 30, 2020	Dec. 31, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Jan. 29, 2021
Income tax expense
Statutory tax rate (as a percent)			21.00%		21.00%	21.00%
Anti-dilutive securities attributable to warrants (in shares)			190,317,446	73,237,545	100,823,008	71,975,781
HEALTHCOR CATALIO ACQUISITION CORP
Offering costs			$ 11,928,907				$ 11,928,907
Underwriting fees		$ 4,140,000	4,140,000		$ 4,140,000		4,140,000
Deferred underwriters' discount		7,245,000	7,245,000		7,245,000		7,245,000
Other offering expenses		543,907	543,907		543,907		$ 543,907
Unrecognized tax benefits		0	0		0
Unrecognized tax benefits accrued for interest and penalties		0	$ 0		$ 0
Income tax expense	$ 0	$ 0
Purchase of aggregate shares			250,000

CONDENSED STATEMENTS OF OPERATIONS - USD ($)

1 Months Ended

3 Months Ended

6 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Jun. 30, 2021

Mar. 31, 2021

Jun. 30, 2021

Sep. 30, 2021

Sep. 30, 2020

Dec. 31, 2020

Dec. 31, 2019

$ (38,781,000)

$ (16,631,000)

$ (23,491,000)

$ (19,968,000)

Interest earned on marketable securities held in Trust Account

13,000

66,000

70,000

630,000

Loss before income taxes

(38,766,000)

(16,565,000)

(23,427,000)

(19,415,000)

Weighted average shares outstanding, shares subject to possible redemption, basic and diluted

$ (38,766,000)

$ (16,565,000)

$ (23,427,000)

$ (19,415,000)

5,229,877

4,630,574

4,651,127

4,486,484

Basic and diluted net (loss) per share, shares subject to possible redemption

$ (7.41)

$ (3.58)

$ (5.04)

$ (4.33)

Operating and formation costs

$ 5,000

$ 900,417

$ 2,494,910

(900,417)

(2,494,910)

Interest earned on marketable securities held in Trust Account

2,664

14,497

Total other income

2,664

14,497

Weighted average shares outstanding, shares subject to possible redemption, basic and diluted

$ (5,000)

$ (897,753)

$ (1,433,894)

$ (148,766)

$ (2,480,413)

^[1]

4,500,000

Basic and diluted net (loss) per share, shares subject to possible redemption

$ 0.00

Class A Ordinary Shares Not Subject to Redemption | HEALTHCOR CATALIO ACQUISITION CORP

Weighted average shares outstanding, shares subject to possible redemption, basic and diluted

20,700,000

614,000

416,156

515,624

18,501,099

Basic and diluted net (loss) per share, shares subject to possible redemption

$ (0.03)

$ (0.05)

$ 0.01

$ (0.07)

$ (0.10)

Class A Ordinary Shares Subject to Redemption | HEALTHCOR CATALIO ACQUISITION CORP

Weighted average shares outstanding, shares subject to possible redemption, basic and diluted

614,000

20,700,000

14,030,000

17,383,425

548,777

Basic and diluted net (loss) per share, shares subject to possible redemption

$ (0.03)

$ (0.05)

$ (0.01)

$ (0.07)

$ (0.10)

Class B Ordinary Shares | HEALTHCOR CATALIO ACQUISITION CORP

Weighted average shares outstanding, shares subject to possible redemption, basic and diluted

5,175,000

4,957,500

5,066,851

5,103,297

Basic and diluted net (loss) per share, shares subject to possible redemption

$ (0.03)

$ (0.05)

$ (0.01)

$ (0.07)

$ (0.10)

Class B Ordinary Shares Not Subject to Redemption | HEALTHCOR CATALIO ACQUISITION CORP

Weighted average shares outstanding, shares subject to possible redemption, basic and diluted

5,175,000

5,103,297

Basic and diluted net (loss) per share, shares subject to possible redemption

$ (0.03)

$ (0.10)

[1]

Excluded an aggregate of up to 675,000 Class B ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised. On January 26, 2021, the Company effected a share capitalization pursuant to which we issued 862,500 additional Class B ordinary shares, resulting in its initial shareholders holding 5,175,000 Class B ordinary shares (see Note 5). All share and per-share amounts have been retroactively restated to reflect the share capitalization.

CONDENSED CONSOLIDATED AND COMBINED BALANCE SHEETS (Parenthetical)	Sep. 30, 2021 USD ($) $ / shares shares
Accounts receivable, allowance \| $	$ 58,000
Hyperfine Convertible Preferred Stock
Convertible preferred stock, par value \| $ / shares	$ 0.0001
Convertible preferred stock, aggregate liquidation preference \| $	$ 178,120,000
Convertible preferred stock, shares authorized	129,788,828
Convertible preferred stock, shares issued	109,182,191
Convertible preferred stock, shares outstanding	109,182,191
Liminal Convertible Preferred Stock
Convertible preferred stock, par value \| $ / shares	$ 0.0001
Convertible preferred stock, aggregate liquidation preference \| $	$ 7,400,250
Convertible preferred stock, shares authorized	57,500,000
Convertible preferred stock, shares issued	57,500,000
Convertible preferred stock, shares outstanding	57,500,000
Hyperfine Common stock
Common shares, par value, (per share) \| $ / shares	$ 0.0001
Common shares, shares authorized	125,000,000
Common shares, shares issued	6,503,073
Initial shareholders holding	6,503,073
Liminal Common stock
Common shares, par value, (per share) \| $ / shares	$ 0.001
Common shares, shares authorized	36,000,000
Common shares, shares issued	0
Initial shareholders holding	0
Hyperfine Special-Voting common stock
Common shares, par value, (per share) \| $ / shares	$ 0.0001
Common shares, shares authorized	25,000,000
Common shares, shares issued	0
Liminal Special Voting Common Stock
Common shares, par value, (per share) \| $ / shares	$ 0.0001
Common shares, shares authorized	38,723,398
Common shares, shares issued	0
Initial shareholders holding	0

COMMITMENTS	1 Months Ended	9 Months Ended	12 Months Ended
COMMITMENTS	Dec. 31, 2020	Sep. 30, 2021	Dec. 31, 2020
COMMITMENTS		15. COMMITMENTS AND CONTINGENCIES Commitments The Company sponsors a 401(k) defined contribution plan covering all eligible U.S. employees. Contributions to the 401(k) plan are discretionary. The Company did not make any matching contributions to the 401(k) plan for the nine months ended September 30, 2021 and 2020. The Company was awarded a $1,610 grant from the Bill & Melinda Gates Foundation (“BMGF”) for the provision and equipping of 20 sites with the Hyperfine portable point-of-care MRI system to enable the performance of a multi-site study focused on optimizing diagnostic image quality (the “Project”). During the three months ended September 30, 2021, the Company was awarded an additional $3,300 grant from the BMGF, of which $2,500 was received for the provision and equipping of 5 sites during the third quarter of 2021, $350 is for personnel costs and $450 is for equipment costs to be received by April 2022. The funds are accounted for as restricted cash with an offset to deferred grant revenue and at September 30, 2021 and December 31, 2020, the Company has $3,467 and $1,610, respectively, on the condensed consolidated and combined balance sheets. Any grant funds, plus any income, that have not been used for, or committed to, the Project must be returned promptly to the BMGF upon expiration of or termination of the agreement. As of September 30, 2021, the Company had an obligation under the contract with its contract manufacturer of $2,620 and under a research services agreement with an academic institution of $40. The majority of these obligations are due in the next 12 months. Contingencies The Company does not have any outstanding or ongoing litigation and legal matters where, based on present information, including its assessment of the merits of the particular claims, the Company believes it is reasonably possible that any asserted or unasserted legal claims or proceedings, individually or in aggregate, will have a material adverse effect on its results of operations, or financial condition. The ultimate outcome of any legal matter cannot be predicted with certainty. The Company enters into indemnification provisions under some agreements with other parties in the ordinary course of business, including business partners, investors, contractors, and the Company’s officers, directors and certain employees. The Company has agreed to indemnify and defend the indemnified party claims and related losses suffered or incurred by the indemnified party from actual or threatened third-party claim because of the Company’s activities or non-compliance with certain representations and warranties made by the Company. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in any particular case. To date, losses recorded in the condensed consolidated and combined statements of operations and comprehensive loss in connection with the indemnification provisions have not been material.	15. COMMITMENTS AND CONTINGENCIES Commitments The Company sponsors a 401(k) defined contribution plan covering all eligible US employees. Contributions to the 401(k) plan are discretionary. The Company did not make any matching contributions to the 401(k) plan for the years ended December 31, 2020 and 2019. The Company was awarded a $1,610 grant from the BMGF for the provision and equipping of 20 sites with the Hyperfine portable point-of-care MRI system to enable the performance of a multi-site study focused on optimizing diagnostic image quality (the “Project”). The funds are accounted for as restricted cash with an offset to deferred grant revenue on the combined balance sheet at December 31, 2020. Any grant funds, plus any income, that have not been used for, or committed to, the Project must be returned promptly to BMGF upon expiration of or termination of the agreement. As of December 31, 2020, we have an obligation under a research services agreement with an academic institution of $0.1 million, the majority of which is due in the next year. Contingencies The Company does not have any outstanding or ongoing litigation and legal matters where, based on present information, including our assessment of the merits of the particular claims, we believe it is reasonably possible that any asserted or unasserted legal claims or proceedings, individually or in aggregate, will have a material adverse effect on our results of operations, or financial condition. The ultimate outcome of any legal matter cannot be predicted with certainty. The Company enters into indemnification provisions under some agreements with other parties in the ordinary course of business, including business partners, investors, contractors, and the Company’s officers, directors and certain employees. The Company has agreed to indemnify and defend the indemnified party claims and related losses suffered or incurred by the indemnified party from actual or threatened third-party claim because of the Company’s activities or non-compliance with certain representations and warranties made by the Company. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. To date, losses recorded in the combined statements of operations and comprehensive loss in connection with the indemnification provisions have not been material.
HEALTHCOR CATALIO ACQUISITION CORP
COMMITMENTS	NOTE 6 — COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights Pursuant to a registration rights agreement entered into on January 26, 2021, the holders of the Founder Shares and Private Placement Shares, including the Private Placement Shares that may be issued upon conversion of the Working Capital Loans, will be entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per share, or $7,245,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.	NOTE 7. COMMITMENTS Registration and Shareholder Rights Pursuant to a registration rights agreement entered into on January 26, 2021, the holders of the Founder Shares and Private Placement Shares, including the Private Placement Shares that may be issued upon conversion of the Working Capital Loans, will be entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per share, or $7,245,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Business Combination Agreement On July 7, 2021, the Company entered into a business combination agreement with Optimus Merger Sub I, Inc., a wholly owned subsidiary of HealthCor (“Merger Sub I”), Optimus Merger Sub II, Inc., a wholly owned subsidiary of HealthCor (“Merger Sub II”), Hyperfine, Inc. (“Hyperfine”) and Liminal Sciences, Inc. (“Liminal”) (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). The Business Combination Agreement and the transactions contemplated thereby (collectively, the “Business Combination”) were unanimously approved by the boards of directors of each of HealthCor, Hyperfine and Liminal on July 7, 2021. Pursuant to the Business Combination Agreement and subject to the terms and conditions set forth therein, HealthCor will domesticate as a Delaware corporation (the “Domestication”) and will be renamed Hyperfine, Inc. (referred to herein as “New Hyperfine”), Merger Sub I will merge with and into Hyperfine (the “Hyperfine Merger”), with Hyperfine surviving the Hyperfine Merger as a wholly owned subsidiary of New Hyperfine, and Merger Sub II will merge with and into Liminal (the “Liminal Merger” and, together with the Hyperfine Merger, the “Mergers”), with Liminal surviving the Liminal Merger as a wholly owned subsidiary of New Hyperfine. The Business Combination Agreement provides that, among other things, prior to the effective time of the Mergers (the “Effective Time”) and in connection with the Domestication, (i) the Class A ordinary shares of HealthCor, issued and outstanding immediately prior to the Domestication will convert into an equal number of shares of Class A common stock of New Hyperfine (the “New Hyperfine Class A common stock”) and (ii) the Class B ordinary shares of HealthCor (the “Class B ordinary shares”), issued and outstanding immediately prior to the Domestication will convert into an equal number of shares of Class B common stock of New Hyperfine (the “New Hyperfine Class B common stock”). Immediately following the Domestication, the shares of New Hyperfine Class B common stock will convert into shares of New Hyperfine Class A common stock (the “Conversion”). New Hyperfine Class A common stock will carry one vote per share and, following the Conversion, New Hyperfine Class B common stock will carry 20 votes per share. The New Hyperfine Class B common stock will have the same economic terms as the New Hyperfine Class A common stock, but will be subject to a “sunset” provision if Dr. Jonathan M. Rothberg, the founder and Executive Vice Chairman of Hyperfine and founder and Executive Chairman of Liminal (“Dr. Rothberg”), and other permitted holders of New Hyperfine Class B common stock collectively cease to beneficially own at least twenty percent (20%) of the number of shares of New Hyperfine Class B common stock (as such number of shares is equitably adjusted in respect of any reclassification, stock dividend, subdivision, combination or recapitalization of the New Hyperfine Class B common stock) collectively held by Dr. Rothberg and permitted transferees of New Hyperfine Class B common stock as of the Effective Time. As a consequence of the Mergers, at the Effective Time, (i) (a) each share of Hyperfine capital stock (other than shares of Hyperfine Series A preferred stock) issued and outstanding as of immediately prior to the Effective Time will be automatically cancelled and extinguished and converted into the right to receive the number of shares of New Hyperfine Class A common stock equal to the Hyperfine Exchange Ratio (as defined in the Business Combination Agreement); and (b) each share of Liminal capital stock (other than shares of Liminal Series A-1 preferred stock) issued and outstanding as of immediately prior to the Effective Time will be automatically cancelled and extinguished and converted into the right to receive the number of shares of New Hyperfine Class A common stock equal to the Liminal Exchange Ratio (as defined in the Business Combination Agreement); and (ii) (a) each share of Hyperfine Series A preferred stock issued and outstanding as of immediately prior to the Effective Time will be automatically cancelled and extinguished and converted into the right to receive the number of shares of New Hyperfine Class B common stock equal to the Hyperfine Exchange Ratio and (b) each share of Liminal Series A-1 preferred stock issued and outstanding as of immediately prior to the Effective Time will be automatically cancelled and extinguished and converted into the right to receive the number of shares of New Hyperfine Class B common stock equal to the Liminal Exchange Ratio; (iii) each option to purchase shares of Hyperfine or Liminal common stock, whether vested or unvested, that is outstanding and unexercised as of immediately prior to the Effective Time will be assumed by New Hyperfine and will automatically become an option (vested or unvested, as applicable) to purchase a number of shares of New Hyperfine Class A common stock equal to the number of shares of Hyperfine or Liminal common stock subject to such option immediately prior to the Effective Time multiplied by the Hyperfine Exchange Ratio or the Liminal Exchange Ratio, as applicable, and rounded down to the nearest whole number of shares, at an exercise price per share equal to the exercise price per share of such option immediately prior to the Effective Time divided by the Hyperfine Exchange Ratio or the Liminal Exchange Ratio, as applicable, and rounded up to the nearest whole cent; and (iv) each Hyperfine and Liminal restricted stock unit outstanding immediately prior to the Effective Time will be assumed by New Hyperfine and will automatically become a restricted stock unit with respect to a number of shares of New Hyperfine Class A common stock, rounded down to the nearest whole share, equal to the number of shares of Hyperfine or Liminal common stock subject to such Hyperfine or Liminal restricted stock unit immediately prior to the Effective Time multiplied by Hyperfine Exchange Ratio or Liminal Exchange Ratio, as applicable. The aggregate number of shares of New Hyperfine capital stock a holder of Hyperfine or Liminal capital stock is entitled to receive as a result of the events described in clauses (i) and (ii) of the preceding sentence will be rounded down to the nearest whole number of shares. In addition to the consideration to be paid at the closing of the Business Combination, holders of Hyperfine or Liminal common stock (on a fully-diluted and as-converted to common stock basis) will be entitled to receive 10,000,000 shares of New Hyperfine Class A common stock (valued at $10.00 per share) if the closing price of shares of New Hyperfine Class A common stock is equal to or greater than $15.00 for a period of at least 20 days out of 30 consecutive trading days during the period between the Closing Date and the third anniversary of the Closing Date. Concurrently with the execution of the Business Combination Agreement, HealthCor has entered into the subscription agreements, dated as of July 7, 2021 (the “Subscription Agreements”), with certain institutional and accredited investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and HealthCor has agreed to issue and sell to the PIPE Investors, immediately prior to the Closing, an aggregate of 12,610,000 shares of New Hyperfine Class A common stock at a price of $10.00 per share (the “PIPE Financing”), for aggregate gross proceeds of $126.1 million. The shares of New Hyperfine Class A common stock to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. Under the Subscription Agreements, HealthCor has agreed that the PIPE Investors will have certain registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the substantially concurrent closing of the Business Combination. Concurrently with the execution of the Business Combination Agreement, HC Sponsor LLC (the “Sponsor”), Joseph Healey, Michael Weinstein, Christopher Wolfgang, Taylor Harris, HealthCor, Hyperfine and Liminal entered into a sponsor letter agreement, dated as of July 7, 2021 (the “Sponsor Letter Agreement”), pursuant to which the Sponsor and each other holder of HealthCor Class B ordinary shares has agreed to, among other things, (i) vote in favor of the transaction proposals (including the proposal to approve the Business Combination Agreement and the related transactions contemplated therein) at the Special Meeting, (ii) be bound by and subject to certain other covenants and agreements of the Business Combination Agreement, as if they were directly party thereto, (iii) waive any adjustment to the conversion ratio set forth in the governing documents of HealthCor or any other anti-dilution or similar protection with respect to the HealthCor Class B ordinary shares (whether resulting from the transactions contemplated by the Business Combination Agreement, the Subscription Agreements or otherwise), (iv) not redeem or otherwise exercise any right to redeem any of his, her or its HealthCor equity securities; and (v) be bound by certain transfer restrictions with respect to his, her or its HealthCor equity securities prior to the closing of the Business Combination, in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement. On July 8, 2021, Dr. Jonathan M. Rothberg and certain stockholders of Hyperfine and Liminal affiliated with Dr. Rothberg (collectively, the “supporting Hyperfine stockholders”) entered into a Transaction Support Agreement (the “Transaction Support Agreement”), with HealthCor Catalio Acquisition Corp. Under the Transaction Support Agreement, each supporting Hyperfine stockholder agreed, among other things, to (i) execute and deliver to Hyperfine, Liminal and HealthCor, as promptly as reasonably practicable (and in any event within two business days) following the time at which the Registration Statement on Form S-4 (the “Registration Statement”) filed in connection with the Business Combination Agreement, dated as of July 7, 2021, by and among HealthCor, Optimus Merger Sub I, Inc., Optimus Merger Sub II, Inc., Hyperfine and Liminal and the transactions contemplated thereby is declared effective under the Securities Act of 1933, as amended (the “Securities Act”), written consents of the Hyperfine stockholders and the Liminal stockholders, respectively, sufficient to approve the Business Combination Agreement, the related documents and the transactions contemplated thereby (including the Business Combination) and (ii) be bound by certain other covenants and agreements related to the Business Combination. The shares of Hyperfine and Liminal capital stock that are owned by the supporting Hyperfine stockholders and subject to the Transaction Support Agreement represent over 74% of the aggregate outstanding voting power of Hyperfine common stock and preferred stock (on an as-converted basis) and over 95% of the aggregate outstanding voting power of Liminal common stock and preferred stock (on an as-converted basis). In addition, the Transaction Support Agreement prohibits the supporting Hyperfine stockholders from engaging in activities that have the effect of soliciting a competing acquisition proposal. On November 13, 2021, the Sponsor agreed to provide loans of up to an aggregate of $1,000,000 to the Company through November 13, 2022 if funds are needed by the Company upon request. These loans will be non-interest bearing, unsecured and will be repaid upon the consummation of a business combination. The Sponsor understands that if the Company does not consummate a business combination (as described in the Company’s prospectus, dated January 26, 2021), all amounts loaned to the Company hereunder will be forgiven except to the extent that the Company has funds available to it outside of its trust account established in connection with the Company’s initial public offering.

FAIR VALUE MEASUREMENTS (Details) - HEALTHCOR CATALIO ACQUISITION CORP	9 Months Ended
	Sep. 30, 2021 USD ($)
Assets:
Marketable securities held in Trust Account	$ 207,014,497
Transfers out of level 3 fair value hierarchy	0
U.S. Treasury Securities
Assets:
Marketable securities held in Trust Account	207,014,497
Level 1
Assets:
Marketable securities held in Trust Account	$ 207,014,497

INITIAL PUBLIC OFFERING

1 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

PREPAID EXPENSES AND OTHER CURRENT ASSETS

INITIAL PUBLIC OFFERING

NOTE 3 — INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 20,700,000 Public Shares which includes a full exercise by the underwriters of their over-allotment option in the amount of 2,700,000 Public Shares, at a purchase price of $10.00 per Public Share.

NOTE 4. INITIAL PUBLIC OFFERING

EQUITY INCENTIVE PLAN - Additional Information (Details)		9 Months Ended		12 Months Ended
	Apr. 02, 2021 USD ($)	Sep. 30, 2021 USD ($) Option shares	Sep. 30, 2020 USD ($)	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) $ / shares shares	Oct. 31, 2020 shares	Aug. 31, 2020 shares	Oct. 31, 2019 shares	Jan. 01, 2019 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period				4 years
Incremental value as a result of the modification of the awards \| $	$ 0
Incremental compensation expense recognized as a result of the modification \| $	$ 0
Stock-based compensation expense \| $		$ 3,131,000	$ 857,000	$ 1,117,000	$ 896,000
Tax benefits of stock-based compensation expense recognized \| $				$ 0
Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option award to purchase shares		5,800,000
Vesting period		4 years
Agreement term		2 years
Chief Executive Officer \| SPAC Transaction, IPO, or Financing Event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option award to purchase shares		1,450,000
Chief Executive Officer \| Two separate option awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option award to purchase shares		2,900,000
Number of separate option awards \| Option		2
Chief Executive Officer \| Stock Options One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option award to purchase shares		1,450,000
Chief Executive Officer \| Stock Options Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option award to purchase shares		1,450,000
Chief Executive Officer \| Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted value \| $		$ 2,500,000
Chairman
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option award to purchase shares		2,175,000
Vesting period		4 years
Chairman \| Two separate option awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option award to purchase shares		1,450,000
Number of separate option awards \| Option		2
Chairman \| Stock Options One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option award to purchase shares		725,000
Chairman \| Stock Options Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option award to purchase shares		725,000
Hyperfine Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option award to purchase shares		19,591,900		1,432,250	903,750
Vesting period				10 years
Common stock, capital shares reserved for future issuance				16,000,000		16,000,000			12,000,000
Common stock remained available for issuance				5,375,767
Total intrinsic value \| $				$ 167,000	$ 173,000
Weighted-average grant date fair value \| $ / shares				$ 0.69	$ 0.72
Expected volatility				60.00%	60.00%
Hyperfine Plan \| Service and Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option award to purchase shares		475,000
Liminal Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options, termination period		10 years
Liminal Plan \| Service and Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option award to purchase shares		575,000
4Bionics Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense \| $		$ 217,000	$ 213,000	$ 274,000	$ 181,000
Common stock, capital shares reserved for future issuance							20,000,000	15,000,000
Common stock remained available for issuance				3,036,226
Tax benefits realized from exercise of stock options \| $				$ 0
Total unrecognized stock-based compensation expense \| $				$ 1,299,000
Recognized over remaining vesting period				2 years 5 months 8 days
Share-based Payment Arrangement, Employee \| Hyperfine Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility				60.00%	60.00%
Share-based Payment Arrangement, Nonemployee \| Hyperfine Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility				60.00%	60.00%

PREPAID EXPENSES AND OTHER CURRENT ASSETS

9 Months Ended

Sep. 30, 2021

PREPAID EXPENSES AND OTHER CURRENT ASSETS

6. PREPAID EXPENSES AND OTHER CURRENT ASSETS

At September 30, 2021 and December 31, 2020 prepaid expenses and other current assets consisted of the following:


	September 30,		December 31,
	2021		2020
Deferred transaction related costs	$	3,042	$	—
Prepaid expenses		385		203
Other current assets		173		488
Total prepaid expenses and other current assets	$	3,600	$	691

Deferred transaction related costs primarily include certain legal and advisory fees incurred in connection with the Company’s anticipated Business Combination (see Note 1). Upon completion of the Business Combination, these costs will be offset against the gross proceeds to be raised as part of the Business Combination.

RELATED PARTY TRANSACTIONS - Founder Shares (Details) - HEALTHCOR CATALIO ACQUISITION CORP - USD ($)

1 Months Ended

3 Months Ended

9 Months Ended

12 Months Ended

Jan. 26, 2021

Nov. 24, 2020

Jan. 31, 2021

Dec. 31, 2020

Oct. 31, 2020

Mar. 31, 2021

Sep. 30, 2021

Dec. 31, 2020

Aggregate purchase price

$ 25,000

^[1]

$ 6,140,000

Wolfgang

Number of shares transferred (in shares)

35,000

Weinstein

Number of shares transferred (in shares)

35,000

Harris

Number of shares transferred (in shares)

35,000

Class B Ordinary Shares

Number of shares issued

862,500

Initial shareholders holding

5,175,000

Sponsor

Aggregate purchase price

$ 25,000

Sponsor | Class B Ordinary Shares

Number of shares issued

4,312,500

Shares subject to forfeiture

675,000

Founder shares | Sponsor | Class B Ordinary Shares

Shares subject to forfeiture

675,000

Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders

20.00%

Restrictions on transfer period of time after business combination completion

1 year

Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)

$ 12.00

Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination

20 days

Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination

30 days

Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences

150 days

[1]

INCOME TAXES (Details)	9 Months Ended		12 Months Ended
INCOME TAXES (Details)	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
INCOME TAXES
Annual effective tax rate	0.00%	0.00%
Statutory federal income tax rate (in percent)	21.00%		21.00%	21.00%

COMMITMENTS AND CONTINGENCIES (Details) - HEALTHCOR CATALIO ACQUISITION CORP		9 Months Ended
	Jul. 07, 2021 USD ($) Vote $ / shares shares	Sep. 30, 2021 USD ($) Vote $ / shares shares	Nov. 13, 2021 USD ($)	Aug. 08, 2021	Jan. 29, 2021 USD ($)	Jan. 26, 2021 item	Dec. 31, 2020 USD ($) Vote $ / shares
Loss Contingencies [Line Items]
Maximum number of demands for registration of securities \| item						3
Deferred fee per unit \| $ / shares		$ 0.35					$ 0.35
Deferred underwriting fee payable . \| $		$ 7,245,000			$ 7,245,000		$ 7,245,000
Purchase of aggregate shares \| shares		250,000
Sponsor
Loss Contingencies [Line Items]
Maximum amount agreed to provide loans \| $			$ 1,000,000
Transaction Support Agreement \| Hyperfine
Loss Contingencies [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired				74.00%
Transaction Support Agreement \| Liminal
Loss Contingencies [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired				95.00%
Class A Ordinary Shares
Loss Contingencies [Line Items]
Common shares, votes per share \| Vote		1					1
Class A Ordinary Shares \| Business Combination Agreement \| Hyperfine and Liminal capital \| Issue of shares if closing price of shares of Class A common stock is equal to or greater than $15.00
Loss Contingencies [Line Items]
Business Combination, Number of Shares Received \| shares	10,000,000
Share Price (Per share) \| $ / shares	$ 10.00
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares	$ 15.00
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination	20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination	30 days
Class A Ordinary Shares \| Business Combination Agreement \| Hyperfine
Loss Contingencies [Line Items]
Common shares, votes per share \| Vote	1
Class A Ordinary Shares \| Subscription Agreements \| Hyperfine \| PIPE Investors
Loss Contingencies [Line Items]
Share Price (Per share) \| $ / shares	$ 10.00
Purchase of aggregate shares \| shares	12,610,000
Proceeds from issuance of common stock \| $	$ 126,100,000
Class B Ordinary Shares
Loss Contingencies [Line Items]
Common shares, votes per share \| Vote		1					1
Class B Ordinary Shares \| Business Combination Agreement \| Hyperfine
Loss Contingencies [Line Items]
Common shares, votes per share \| Vote	20
Shareholder restriction percentage held by permitted holders	20.00%

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER'S (DEFICIT) EQUITY - USD ($)

Class A Ordinary Shares

Common Stock

HEALTHCOR CATALIO ACQUISITION CORP

Class B Ordinary Shares

Common Stock

HEALTHCOR CATALIO ACQUISITION CORP

Additional Paid-in Capital

HEALTHCOR CATALIO ACQUISITION CORP

Additional Paid-in Capital

Accumulated Deficit

HEALTHCOR CATALIO ACQUISITION CORP

Accumulated Deficit

HEALTHCOR CATALIO ACQUISITION CORP

Total

Balance at the beginning at Dec. 31, 2018

$ 1,546,000

$ (28,627,000)

$ (27,081,000)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Balance at the end at Dec. 31, 2019

(19,415,000)

8,178,000

(48,042,000)

(39,864,000)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Balance at the end at Sep. 30, 2020

(16,565,000)

9,599,000

(64,607,000)

(55,008,000)

Balance at the beginning at Dec. 31, 2019

8,178,000

(48,042,000)

(39,864,000)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

(23,427,000)

$ 518

$ 24,482

10,415,000

$ (5,000)

(71,469,000)

$ 20,000

(61,054,000)

Balance at the beginning at Nov. 17, 2020

5,175,000

$ 0

Balance at the beginning (in shares) at Nov. 17, 2020

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Sale of 614,000 Private Placement Shares, Net (in shares)

^[1]

$ 518

24,482

25,000

^[1]

5,175,000

$ 0

(5,000)

$ 518

24,482

10,415,000

(5,000)

(71,469,000)

20,000

(61,054,000)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

5,175,000

Sale of 614,000 Private Placement Shares, Net (in shares)

$ 61

6,139,939

6,140,000

614,000

Remeasurement adjustment for Class A ordinary shares subject to redemption amount

(6,164,421)

(5,764,487)

(11,928,908)

Balance at the end at Mar. 31, 2021

$ 0

(148,766)

$ 61

$ 518

(5,918,253)

(5,917,674)

Balance at the end (in shares) at Mar. 31, 2021

614,000

5,175,000

Balance at the beginning at Dec. 31, 2020

$ 518

$ 24,482

10,415,000

(5,000)

(71,469,000)

20,000

(61,054,000)

Balance at the beginning (in shares) at Dec. 31, 2020

5,175,000

Increase (Decrease) in Stockholders' Equity [Roll Forward]

(38,766,000)

(2,480,413)

(38,766,000)

$ 61

$ 518

9,173,000

(8,249,900)

(110,235,000)

(8,249,321)

(101,061,000)

Balance at the beginning at Mar. 31, 2021

614,000

5,175,000

$ 61

$ 518

(5,918,253)

(5,917,674)

Balance at the beginning (in shares) at Mar. 31, 2021

614,000

5,175,000

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Balance at the end at Jun. 30, 2021

$ 0

(1,433,894)

$ 61

$ 518

(7,352,147)

(7,351,568)

Balance at the end (in shares) at Jun. 30, 2021

614,000

5,175,000

Increase (Decrease) in Stockholders' Equity [Roll Forward]

(897,753)

$ 61

$ 518

$ 9,173,000

$ (8,249,900)

$ (110,235,000)

$ (8,249,321)

$ (101,061,000)

614,000

5,175,000

[1]

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

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Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

INCOME TAXES - Deferred tax assets (liabilities) (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Gross deferred tax assets (liabilities):
Net operating loss carryforwards	$ 14,512	$ 11,976
Tax credit carryforwards	2,237	1,559
Fixed assets, assets	6
Fixed assets, liabilities		(46)
Non-deductible stock-based compensation	522	485
Deferred Revenue	421
Other	90	85
Total deferred tax assets	17,788	14,059
Valuation allowance	(17,788)	$ (14,059)
Net deferred tax assets (liabilities)	$ 0

CONVERTIBLE PREFERRED STOCK - Additional information (Details) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2021 USD ($)	Dec. 31, 2020 USD ($) Vote
Temporary Equity [Line Items]
Convertible preferred stock dividend rate	8.00%	8.00%
Threshold of aggregate proceeds from the offer and sale of common stock for conversion of temporary equity	$ 80,000	$ 80,000
Dividend declared
Temporary Equity [Line Items]
Dividend payable	$ 0	$ 0
Series A
Temporary Equity [Line Items]
Number of votes per share \| Vote		10
Conversation rate		1
Consideration for conversion of convertible preferred stock		$ 0
Series B
Temporary Equity [Line Items]
Number of votes per share \| Vote		1
Conversation rate		1
Consideration for conversion of convertible preferred stock		$ 0
Series C
Temporary Equity [Line Items]
Number of votes per share \| Vote		1
Conversation rate		1
Consideration for conversion of convertible preferred stock		$ 0
Series D
Temporary Equity [Line Items]
Number of votes per share \| Vote		1
Conversation rate		1
Consideration for conversion of convertible preferred stock		$ 0

CONVERTIBLE PREFERRED STOCK - Authorized, issued and outstanding Convertible Preferred Stock (Details) - USD ($)	9 Months Ended		12 Months Ended				21 Months Ended	84 Months Ended	93 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2017	Dec. 31, 2014	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2021	Dec. 31, 2018
Temporary Equity [Line Items]
Total Proceeds or Exchange Value	$ 30,468,000	$ 0	$ 59,769,000
Issuance Costs	$ 7,000	$ 0	129,000
Class A ordinary shares subject to possible redemption 20,700,000 and no shares at redemption value as of September 30, 2021 and December 31, 2020, respectivelyClass A ordinary shares subject to possible redemption 20,700,000 and no shares at redemption value as of September 30, 2021 and December 31, 2020, respectively			$ 128,286,000	$ 68,646,000				$ 128,286,000
Hyperfine Convertible Preferred Stock
Temporary Equity [Line Items]
Shares Authorized	129,788,828		129,788,828	67,539,894			129,788,828	129,788,828	129,788,828
Shares issued	109,182,191		95,010,858	67,211,210			109,182,191	95,010,858	109,182,191
Shares outstanding	109,182,191	67,211,210	95,010,858	67,211,210			109,182,191	95,010,858	109,182,191	68,646,000
Total Proceeds or Exchange Value								$ 128,651,000	$ 159,119,000
Issuance Costs								365,000	372,000
Class A ordinary shares subject to possible redemption 20,700,000 and no shares at redemption value as of September 30, 2021 and December 31, 2020, respectivelyClass A ordinary shares subject to possible redemption 20,700,000 and no shares at redemption value as of September 30, 2021 and December 31, 2020, respectively	$ 158,747,000	$ 68,646,000	$ 128,286,000	$ 68,646,000			$ 158,747,000	$ 128,286,000	$ 158,747,000	$ 67,211,210
Series A
Temporary Equity [Line Items]
Issuance price per share			$ 0.04	$ 0.04		$ 0.04		$ 0.04
Shares Authorized			25,000,000	25,000,000		25,000,000		25,000,000
Shares issued			25,000,000	25,000,000		25,000,000		25,000,000
Shares outstanding			25,000,000	25,000,000				25,000,000
Total Proceeds or Exchange Value						$ 1,000,000
Issuance Costs			$ 2,000	$ 2,000		2,000
Class A ordinary shares subject to possible redemption 20,700,000 and no shares at redemption value as of September 30, 2021 and December 31, 2020, respectivelyClass A ordinary shares subject to possible redemption 20,700,000 and no shares at redemption value as of September 30, 2021 and December 31, 2020, respectively			$ 999,000	$ 999,000		$ 998,000		$ 999,000
Initial Liquidation Price per share			$ 0.80	$ 0.80		$ 0.80		$ 0.80
Series B
Temporary Equity [Line Items]
Issuance price per share			$ 0.80	$ 0.80	$ 0.80			$ 0.80
Shares Authorized			10,625,000	10,625,000	10,625,000			10,625,000
Shares issued			10,625,000	10,625,000	10,625,000			10,625,000
Shares outstanding			10,625,000	10,625,000				10,625,000
Total Proceeds or Exchange Value					$ 8,500,000
Class A ordinary shares subject to possible redemption 20,700,000 and no shares at redemption value as of September 30, 2021 and December 31, 2020, respectivelyClass A ordinary shares subject to possible redemption 20,700,000 and no shares at redemption value as of September 30, 2021 and December 31, 2020, respectively			$ 8,500,000	$ 8,500,000	$ 8,500,000			$ 8,500,000
Initial Liquidation Price per share			$ 0.80	$ 0.80	$ 0.80			$ 0.80
Series C
Temporary Equity [Line Items]
Issuance price per share			$ 1.88	$ 1.88	$ 1.88			$ 1.88
Shares Authorized			31,586,210	31,914,894	31,586,210			31,586,210
Shares issued			31,586,210	31,586,210	31,586,210			31,586,210
Shares outstanding			31,586,210	31,586,210				31,586,210
Total Proceeds or Exchange Value					$ 59,382,000
Issuance Costs			$ 234,000	$ 234,000	234,000
Class A ordinary shares subject to possible redemption 20,700,000 and no shares at redemption value as of September 30, 2021 and December 31, 2020, respectivelyClass A ordinary shares subject to possible redemption 20,700,000 and no shares at redemption value as of September 30, 2021 and December 31, 2020, respectively			$ 59,148,000	$ 59,148,000	$ 59,148,000			$ 59,148,000
Initial Liquidation Price per share			$ 1.88	$ 1.88	$ 1.88			$ 1.88
Series D
Temporary Equity [Line Items]
Issuance price per share	$ 2.15		$ 2.15				$ 2.15	$ 2.15	$ 2.15
Shares Authorized	62,577,618		62,577,618				62,577,618	62,577,618	62,577,618
Shares issued	41,970,981		27,799,648				41,970,981	27,799,648	41,970,981
Shares outstanding			27,799,648					27,799,648
Total Proceeds or Exchange Value			$ 59,769,000				$ 90,237,000
Issuance Costs			129,000				136,000
Class A ordinary shares subject to possible redemption 20,700,000 and no shares at redemption value as of September 30, 2021 and December 31, 2020, respectivelyClass A ordinary shares subject to possible redemption 20,700,000 and no shares at redemption value as of September 30, 2021 and December 31, 2020, respectively	$ 90,101,000		$ 59,640,000				$ 90,101,000	$ 59,640,000	$ 90,101,000
Initial Liquidation Price per share	$ 2.15		$ 2.15				$ 2.15	$ 2.15	$ 2.15

SUBSEQUENT EVENTS (Details) $ in Millions	Dec. 22, 2021 USD ($)
Subsequent Event
SUBSEQUENT EVENTS
Gross Proceeds	$ 162.1

SUBSEQUENT EVENTS

1 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Dec. 31, 2020

16. SUBSEQUENT EVENTS

●

In February 2021, Hyperfine and Liminal entered into a TSEA with Quantum-Si Incorporated.

●

On April 14, 2021, upon approval of the Hyperfine board of directors and stockholders, the amount of Hyperfine common stock reserved under the Hyperfine Plan was increased by 3,000,000 to 19,000,000.

●

On April 22, 2021, Hyperfine established a wholly owned subsidiary in the United Kingdom.

●

NOTE 8 — SUBSEQUENT EVENTS

NOTE 10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued.

NET LOSS PER SHARE

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

NET LOSS PER SHARE

12. NET LOSS PER SHARE

The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock:


	Nine Months Ended September 30,
	2021		2020
Numerator:
Net Loss	$	(38,766)	$	(16,565)
Numerator for Basic and Dilutive EPS – Loss available to common stockholders	$	(38,766)	$	(16,565)
Denominator:
Common Stock		5,229,877		4,630,574
Denominator for Basic and Dilutive EPS – Weighted-average common stock		5,229,877		4,630,574
Basic and dilutive loss per share	$	(7.41)	$	(3.58)


	Nine Months Ended September 30,
	2021	2020
Outstanding options to purchase common stock	23,635,255	6,026,335
Outstanding Hyperfine convertible preferred stock (Series A through D)	109,182,191	67,211,210
Outstanding Liminal convertible preferred stock (Series A-1 and A-2)	57,500,000	—
Total anti-dilutive common equivalent shares	190,317,446	73,237,545

12. NET LOSS PER SHARE

Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all potentially issuable shares of common stock of the Company, including convertible preferred stock, outstanding stock options, to the extent dilutive. Basic and diluted net loss per share was the same for each period presented as the inclusion of all potentially issuable shares of common stock of the Company outstanding would have been anti-dilutive.

The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock:


	2020		2019
Numerator:
Net Loss	$	(23,427)	$	(19,415)
Numerator for Basic and Dilutive EPS – Loss available to common stockholders	$	(23,427)	$	(19,415)
Denominator:
Common Stock		4,651,127		4,486,484
Denominator for Basic and Dilutive EPS – Weighted-average common stock		4,651,127		4,486,484
Basic and dilutive loss per share	$	(5.04)	$	(4.33)


	2020	2019
Outstanding options to purchase common stock	5,812,150	4,764,571
Outstanding convertible preferred stock (Series A through D)	95,010,858	67,211,210
Total anti-dilutive common equivalent shares	100,823,008	71,975,781

RELATED PARTY TRANSACTIONS	1 Months Ended	9 Months Ended	12 Months Ended
RELATED PARTY TRANSACTIONS	Dec. 31, 2020	Sep. 30, 2021	Dec. 31, 2020
RELATED PARTY TRANSACTIONS		14. RELATED PARTY TRANSACTIONS The Company utilizes and subleases office and lab space in Connecticut which is being leased from an unrelated landlord by 4Catalyzer Corporation (“4C”), which is owned by a related party. The Company pays rent to 4C on a month-to-month basis, and no lease agreement has been entered into. For the nine months ended September 30, 2021 and 2020, the Company paid a total of approximately $103 and $76, respectively, to 4C. Certain expenses incurred at 4Bionics were allocated to its subsidiaries, including Liminal. Expenses that broadly benefited 4Bionics and its subsidiaries were allocated evenly amongst its three subsidiaries. Expenses that were incurred on behalf of the employees of each company were allocated based on each subsidiary’s relative headcount. Total expenses allocated to Liminal for the nine months ended September 30, 2021 and 2020 were $10 and $7, respectively. The method used to allocate common expenses of 4Bionics to Liminal is reasonable. In January 2018, the Company entered into a Promissory Note (the “Note”) with one of its employees (the “Borrower”) in the amount of $90. The Note bears interest at a rate equal to 1.68% per annum. If the Borrower remains employed with the Company on the maturity date of January 11, 2022, $90 of the then outstanding principal amount and all interest accrued to that date will be forgiven and Borrower will no longer be required to repay the amount. Interest on the Note is payable annually in cash on the anniversary date of the Note, and as of September 30, 2021 and December 31, 2020, interest receivable in the amount of $0 and $2, respectively, are included in Prepaid expenses and other current expenses on the condensed consolidated and combined balance sheets. No interest income was recognized for the nine months ended September 30, 2021 and 2020. The Company also makes payments to 4C to prefund the acquisition of capital assets and these amounts are included in Other assets — related party on the condensed consolidated and combined balance sheets. Such prepaid advances were $996 and $1,154 at September 30, 2021 and December 31, 2020, respectively. The Company is a party to an Amended and Restated Technology Services Agreement (the “ARTSA”), most recently amended on November 11, 2020, by and among 4C, the Company and other participant companies controlled by the Rothberg family. Under the ARTSA, the Company and the other participant companies agreed to share certain non-core technologies, which means any technologies, information or equipment owned or otherwise controlled by the participant company that are not specifically related to the core business area of the participant and subject to certain restrictions on use. The ARTSA also provides for 4C to perform certain services for the Company and each other participant company such as monthly administrative, management and technical consulting services to the Company which are pre-funded approximately once a quarter. The Company incurred expenses of $3,354 and $1,498 during the nine months ended September 30, 2021 and 2020, respectively. The amounts advanced to and due from 4C at September 30, 2021 and December 31, 2020, related to operating expenses was $0 and $1,496, respectively, and is included in Due from related parties on the condensed consolidated and combined balance sheets. There was also $1,221 and $11 of amounts due to 4C for expenses paid on their behalf at September 30, 2021 and December 31, 2020, respectively. These payables are included in Due to related parties on the condensed consolidated and combined balance sheets. The ARTSA also provides for the participant companies to provide other services to each other. The Company also has transactions with other entities under common ownership, which include payments made to third parties on behalf of the Company. The amounts remaining payable at September 30, 2021 and December 31, 2020 are $112 and $124, respectively, and are included in the Due to related parties on the condensed consolidated and combined balance sheets. In addition, the Company has transactions with these other entities under common ownership which include payments made by the Company to third parties on behalf of the other entities and the amounts remaining receivable are in the aggregate $13 at September 30, 2021 and the amounts remaining payable are in the aggregate $30 at December 31, 2020, and are reflected in the Due from related parties on the condensed consolidated and combined balance sheets. All amounts are paid or received throughout the year within 30 days after the end of each month. Hyperfine and Liminal entered into Technology and Services Exchange Agreements (each, a “TSEA” and collectively, the “TSEA”) with other participant companies controlled by the Rothbergs. A TSEA by and among Butterfly Network, Inc., AI Therapeutics, Inc., Quantum-Si Incorporated, 4Bionics LLC, Tesseract Health, Inc., Detect, Inc. (f/k/a Homodeus Inc.), Hyperfine and Liminal was signed in November 2020; a TSEA by and among Quantum-Si Incorporated, AI Therapeutics, Inc., 4Bionics LLC, Tesseract Health, Inc., Detect, Inc., Hyperfine and Liminal was signed in February 2021 (and which Protein Evolution, Inc. joined in August 2021); and a TSEA by and among Hyperfine, Liminal, AI Therapeutics, Inc., Tesseract Health, Inc. and Detect, Inc. was signed in July 2021 and will become effective upon the Closing. Under the TSEA, Hyperfine and Liminal may, in their discretion, permit the use of non-core technologies, which include any technologies, information or equipment owned or otherwise controlled by the participant company that are not specifically related to the core business area of the participant, such as software, hardware, electronics, fabrication and supplier information, vendor lists and contractor lists, by other participant companies.	14. RELATED PARTY TRANSACTIONS The Company utilizes and subleases office and lab space in Connecticut which is being leased from an unrelated landlord by 4Catalyzer Corporation, (“4C”), which is owned by a related party. The Company pays rent to 4C on a month-to-month basis, and no lease agreement has been entered into. During 2020 and 2019 a total of approximately $113 and $107, respectively, was paid to 4C. Certain expenses incurred at 4Bionics were allocated to its subsidiaries, including Liminal. Expenses that broadly benefited 4Bionics and its subsidiaries were allocated evenly amongst its three subsidiaries. Expenses that were incurred on behalf of the employees of each company were allocated based on each subsidiary’s relative headcount. Total expenses allocated to Liminal in 2020 and 2019 were $64 and $8, respectively. The method used to allocate common expenses of 4Bionics to Liminal is reasonable. In January 2018, the Company entered into a Promissory Note (the “Note”) with one of its employees (the “Borrower”) in the amount of $90. The Note bears interest at a rate equal to 1.68% per annum. If the Borrower remains employed with the Company on the maturity date of January 11, 2022, $90 of the then outstanding principal amount and all interest accrued to that date will be forgiven and Borrower will no longer be required to repay the amount. Interest on the Note is payable annually in cash on the anniversary date of the Note, and as of December 31, 2020 and 2019, interest receivable in the amount of $2 and $2, respectively, are included in Prepaid expenses and other current expenses on the combined balance sheets, and interest income of $2 and $2, respectively, were recognized as of December 31, 2020 and 2019. The Company also makes payments to 4C to prefund the acquisition of capital assets and these amounts are included in Other assets — related party on the combined balance sheets. Such prepaid advances were $1,154 and $1,380 at December 31, 2020 and 2019, respectively. The Company is a party to an Amended and Restated Technology Services Agreement (the “ARTSA”), most recently amended on November 11, 2020, by and among 4C, the Company and other participant companies controlled by the Rothberg family. Under the ARTSA, the Company and the other participant companies agreed to share certain non-core technologies, which means any technologies, information or equipment owned or otherwise controlled by the participant company that are not specifically related to the core business area of the participant and subject to certain restrictions on use. The ARTSA also provides for 4C to perform certain services for the Company and each other participant company such as monthly administrative, management and technical consulting services to the Company which are pre-funded approximately once a quarter. The Company incurred expenses from 4C of $2,160 and $2,812 during the years ended December 31, 2020 and 2019 respectively. The amounts advanced and due from 4C at December 31, 2020 and 2019, related to operating expenses was $1,496 and $665, respectively, and is included in Due from related parties on the combined balance sheets. There was also $11 and $3 of amounts due to 4C for expenses paid on their behalf. These payables are included in Due to related parties on the combined balance sheets. The ARTSA also provides for the participant companies to provide other services to each other. The Company also has transactions with other entities under common ownership, which include payments made to third parties on behalf of the Company. The amounts remaining payable at December 31, 2020 and 2019 are $124 and $105, respectively, and are included in the due to related parties on the combined balance sheets. In addition, the Company has transactions with these other entities under common ownership which include payments made by the Company to third parties on behalf of the other entities and the amounts remaining payable at the end of each calendar year are in the aggregate $30 and $18, and are reflected in the due from related parties on the combined balance sheets at December 31, 2020 and 2019, respectively. All amounts are paid or received throughout the year within 30 days after the end of each month. Beginning in November 2020, Hyperfine and Liminal entered into a Technology and Services Exchange Agreement (the “TSEA”) by and among Hyperfine, Liminal and Butterfly Network, Inc. Under the TSEA, Hyperfine and Liminal may, in their discretion, permit the use of non-core technologies, which include any technologies, information or equipment owned or otherwise controlled by the participant company that are not specifically related to the core business area of the participant, such as software, hardware, electronics, fabrication and supplier information, vendor lists and contractor lists, by other participant companies.
HEALTHCOR CATALIO ACQUISITION CORP
RELATED PARTY TRANSACTIONS	NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On November 24, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 4,312,500 shares of Class B ordinary shares (the “Founder Shares”). In December 2020, our sponsor transferred 35,000 Class B ordinary shares to each of Dr. Wolfgang and Mr. Weinstein for their service as independent directors. In January 2021, our sponsor transferred 35,000 Class B ordinary shares to Mr. Harris for his service as an independent director. On January 26, 2021, the Company effected a share capitalization pursuant to which we issued 862,500 additional Class B ordinary shares, resulting in its initial shareholders holding 5,175,000 Class B ordinary shares. The Founder Shares included an aggregate of up to 675,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares will collectively represent 20% of the Company’s issued and outstanding shares (excluding the Private Placement Shares and assuming the initial shareholders do not purchase any Public Shares in the Initial Public Offering) upon the completion of the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The Sponsor, initial shareholders, and independent directors (disclosed above) have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination; or (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on January 26, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of up to $10,000 per month for office space, secretarial and administrative services. Promissory Note — Related Party On November 23, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) March 31, 2021 or (i) the consummation of the Initial Public Offering. As of December 31, 2020, there was $38,375 in borrowings outstanding under the Promissory Note. The balance of the Promissory Note was repaid in February 2021. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the initial shareholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into shares of the post-Business Combination entity at a price of $10.00 per share. The shares would be identical to the Private Placement Shares. Forward Purchase Arrangement The Sponsor has indicated an interest to purchase up to an aggregate of $25 million of the Company’s Class A ordinary shares in a private placement that would occur concurrently with the consummation of the initial Business Combination. However, because indications of interest are not binding agreements or commitments to purchase, the Sponsor may determine not to purchase any such shares, or to purchase fewer shares than it has indicated an interest in purchasing. Furthermore, the Company is not under any obligation to sell any such shares.	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On November 24, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 4,312,500 shares of Class B ordinary shares (the “Founder Shares”). In December 2020, our sponsor transferred 35,000 Class B ordinary shares to each of Dr. Wolfgang and Mr. Weinstein for their service as independent directors. In January 2021, our sponsor transferred 35,000 Class B ordinary shares to Mr. Harris for his service as an independent director. On January 26, 2021, the Company effected a share capitalization pursuant to which we issued 862,500 additional Class B ordinary shares, resulting in its initial shareholders holding 5,175,000 Class B ordinary shares. The Founder Shares included an aggregate of up to 675,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares will collectively represent 20% of the Company’s issued and outstanding shares (excluding the Private Placement Shares and assuming the initial shareholders do not purchase any Public Shares in the Initial Public Offering) upon the completion of the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The Sponsor, initial shareholders, and independent directors (disclosed above) have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination; or (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Promissory Note — Related Party On November 23, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) June 30, 2021 or (i) the consummation of the Initial Public Offering. As of December 31, 2020, there was $38,375 in borrowings outstanding under the Promissory Note. The balance of the Promissory Note was repaid in February 2021. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the initial shareholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into shares of the post-Business Combination entity at a price of $10.00 per share. The shares would be identical to the Private Placement Shares. Forward Purchase Arrangement The Sponsor has indicated an interest to purchase up to an aggregate of $25 million of the Company’s Class A ordinary shares in a private placement that would occur concurrently with the consummation of the initial Business Combination. However, because indications of interest are not binding agreements or commitments to purchase, the Sponsor may determine not to purchase any such shares, or to purchase fewer shares than it has indicated an interest in purchasing. Furthermore, the Company is not under any obligation to sell any such shares.

PROPERTY AND EQUIPMENT, NET (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Schedule of Property and equipment, net

Property and equipment, net, are recorded at historical cost and consist of the following:


	September 30,		December 31,
	2021		2020
Laboratory equipment	$	874	$	572
Research devices		772		486
Sales and marketing devices		762		—
Computer equipment		525		385
Construction in progress		686		613
Tooling		292		270
Leased devices		347		127
Other		172		167
		4,430		2,620
Less: Accumulated depreciation and amortization		(1,105)		(716)
Property and equipment, net	$	3,325	$	1,904

Property and equipment, net, are recorded at historical cost and consist of the following at December 31:


	2020		2019
Laboratory equipment	$	572	$	397
Research devices		486		—
Computer equipment		385		323
Construction in progress		613		18
Tooling		270		21
Leased devices		127		—
Other		167		157
		2,620		916
Less: Accumulated depreciation and amortization		(716)		(427)
Property and equipment, net	$	1,904	$	489

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Significant customer, percentage of revenue (Details) - Customer Concentration Risk			9 Months Ended		12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Customer A \| Revenue
Concentration Risk [Line Items]
Concentration risk, percentage			11.00%	0.00%	21.00%
Customer A \| Accounts receivable
Concentration Risk [Line Items]
Concentration risk, percentage	6.00%	0.00%			4.00%
Customer B \| Revenue
Concentration Risk [Line Items]
Concentration risk, percentage			10.00%	60.00%	21.00%
Customer B \| Accounts receivable
Concentration Risk [Line Items]
Concentration risk, percentage	16.00%	0.00%			0.00%
Customer C \| Revenue
Concentration Risk [Line Items]
Concentration risk, percentage			10.00%	0.00%	20.00%
Customer C \| Accounts receivable
Concentration Risk [Line Items]
Concentration risk, percentage	0.00%	0.00%			53.00%
Customer D \| Revenue
Concentration Risk [Line Items]
Concentration risk, percentage			6.00%	0.00%	14.00%
Customer D \| Accounts receivable
Concentration Risk [Line Items]
Concentration risk, percentage	12.00%	0.00%			32.00%
Customer E \| Revenue
Concentration Risk [Line Items]
Concentration risk, percentage			6.00%	0.00%	11.00%
Customer E \| Accounts receivable
Concentration Risk [Line Items]
Concentration risk, percentage	12.00%	0.00%			0.00%
Customer F \| Revenue
Concentration Risk [Line Items]
Concentration risk, percentage			5.00%	0.00%
Customer F \| Accounts receivable
Concentration Risk [Line Items]
Concentration risk, percentage	27.00%	0.00%

INITIAL PUBLIC OFFERING (Details) - HEALTHCOR CATALIO ACQUISITION CORP - $ / shares		3 Months Ended	9 Months Ended
	Jan. 29, 2021	Mar. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Number of units sold		20,700,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold	20,700,000		20,700,000
Purchase price, per unit	$ 10.00		$ 10.00	$ 10.00
Initial Public Offering \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrants			$ 10.00
Initial Public Offering \| Public Warrants \| Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Number of units sold	20,700,000
Purchase price, per unit	$ 10.00
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold	2,700,000		2,700,000
Purchase price, per unit	$ 10.00
Over-allotment option \| Public Warrants \| Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Number of units sold	2,700,000
Purchase price, per unit	$ 10.00

PRIVATE PLACEMENT

1 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

PRIVATE PLACEMENT

NOTE 4 — PRIVATE PLACEMENT

NOTE 5. PRIVATE PLACEMENT

RELATED PARTY TRANSACTIONS (Details) $ in Thousands	1 Months Ended	9 Months Ended		12 Months Ended
RELATED PARTY TRANSACTIONS (Details) $ in Thousands	Jan. 31, 2018 USD ($)	Sep. 30, 2021 USD ($) subsidiary	Sep. 30, 2020 USD ($)	Dec. 31, 2020 USD ($) subsidiary	Dec. 31, 2019 USD ($)
RELATED PARTY TRANSACTIONS
Promissory Note with one of the employees	$ 90
Interest percentage	1.68%
Interest receivable from the Note		$ 0		$ 2	$ 2
Interest income		0	$ 0	2	2
Prepaid advances		1,086		1,244	1,470
Due from related parties		13		1,465	683
Due to related parties		$ 1,334		136	109
Payments made by the Company to third parties on behalf of the other entities				$ 30
Four Bionics
RELATED PARTY TRANSACTIONS
Number of subsidiaries of 4Bionics \| subsidiary		3		3
ARTSA
RELATED PARTY TRANSACTIONS
Payments made to third parties on behalf of the Company		$ 112		$ 124	105
Payments made by the Company to third parties on behalf of the other entities		13		30	18
4C
RELATED PARTY TRANSACTIONS
Payments for rent		103	76	113	107
Prepaid advances		996		1,154	1,380
Expenses incurred		3,354	1,498	2,160	2,812
Due from related parties		0		1,496	665
Due to related parties		1,221		11
Payments made to third parties on behalf of the Company				11	3
Liminal \| Allocation of Expense Incurred
RELATED PARTY TRANSACTIONS
Expenses allocated		$ 10	$ 7	$ 64	$ 8

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2021 USD ($) derivative	Sep. 30, 2020 USD ($)	Dec. 31, 2020 USD ($) item	Dec. 31, 2019 USD ($)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue	$ 1,060	$ 87	$ 294
Net loss	38,766	$ 16,565	23,427	$ 19,415
Accumulated deficit	$ 110,235		$ 71,469	48,042
Number of operating segments	2		2
Number of reporting segments	1		1
Allowance for doubtful accounts			$ 0
Impairment of Intangible Assets, Finite-lived			$ 0	0
Number of performance obligation \| item			2
Advertising expenses			$ 437	22
Vesting period			4 years
Stock option grants, term			10 years
Uncertain tax positions			$ 0	$ 0

SUBSEQUENT EVENTS (Details) $ in Thousands			9 Months Ended	12 Months Ended
SUBSEQUENT EVENTS (Details) $ in Thousands	Apr. 27, 2021 USD ($) Option shares	Apr. 14, 2021 shares	Sep. 30, 2021 USD ($) Option shares	Dec. 31, 2020	May 04, 2021 shares	Apr. 17, 2021 shares
Subsequent Event [Line Items]
Vesting period				4 years
Chief Executive Officer
Subsequent Event [Line Items]
Option award to purchase shares			5,800,000
Vesting period			4 years
Chief Executive Officer \| SPAC Transaction, IPO, or Financing Event
Subsequent Event [Line Items]
Option award to purchase shares			1,450,000
Chief Executive Officer \| Two separate option awards
Subsequent Event [Line Items]
Option award to purchase shares			2,900,000
Number of separate option awards \| Option			2
Chief Executive Officer \| Restricted Stock Units (RSUs)
Subsequent Event [Line Items]
Granted value \| $			$ 2,500
Chairman
Subsequent Event [Line Items]
Option award to purchase shares			2,175,000
Vesting period			4 years
Chairman \| Two separate option awards
Subsequent Event [Line Items]
Option award to purchase shares			1,450,000
Number of separate option awards \| Option			2
Subsequent Event
Subsequent Event [Line Items]
Common stock reserved increased		3,000,000				12,500,000
Common stock reserved		19,000,000				31,500,000
Subsequent Event \| Liminal Plan
Subsequent Event [Line Items]
Common stock reserved					4,000,000
Subsequent Event \| Executive Vice Chairman
Subsequent Event [Line Items]
Shares granted		3,000,000
Subsequent Event \| Chief Executive Officer
Subsequent Event [Line Items]
Number of stock options granted, shares per award	5,800,000
Vesting period	4 years
Subsequent Event \| Chief Executive Officer \| SPAC Transaction, IPO, or Financing Event
Subsequent Event [Line Items]
Option award to purchase shares	1,450,000
Subsequent Event \| Chief Executive Officer \| Two separate option awards
Subsequent Event [Line Items]
Option award to purchase shares	2,900,000
Number of separate option awards \| Option	2
Number of stock options granted, shares per award	1,450,000
Subsequent Event \| Chief Executive Officer \| Restricted Stock Units (RSUs)
Subsequent Event [Line Items]
Agreement term period	2 years
Subsequent Event \| Chairman
Subsequent Event [Line Items]
Number of stock options granted, shares per award	2,175,000
Vesting period	4 years
Subsequent Event \| Chairman \| Two separate option awards
Subsequent Event [Line Items]
Option award to purchase shares	1,450,000
Number of stock options granted, shares per award	725,000
Subsequent Event \| Chairman \| Restricted Stock Units (RSUs)
Subsequent Event [Line Items]
Granted value \| $	$ 2,500

NET LOSS PER SHARE - Basic and diluted net loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
NET LOSS PER SHARE
Net loss	$ (38,766)	$ (16,565)	$ (23,427)	$ (19,415)
Numerator for Basic and Dilutive EPS - Loss available to common stockholders, Basic	(38,766)	(16,565)	(23,427)	(19,415)
Numerator for Basic and Dilutive EPS - Loss available to common stockholders, Diluted	$ (38,766)	$ (16,565)	$ (23,427)	$ (19,415)
Basic and diluted weighted average ordinary share outstanding	5,229,877	4,630,574	4,651,127	4,486,484
Basic and diluted net loss per ordinary share	$ (7.41)	$ (3.58)	$ (5.04)	$ (4.33)

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

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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NOTES PAYABLE (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended		12 Months Ended
NOTES PAYABLE (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Aug. 10, 2020	May 01, 2020
Debt Instrument [Line Items]
Note payable to related party issued					$ 1,000
Proceeds from issuance of notes payable		$ 0	$ 1,067	$ 1,067	1,000
Note payable to related party repaid						$ 1,000
Interest expense paid for note payable due to related party				6	77
Payroll Protection Program
Debt Instrument [Line Items]
Proceeds from issuance of notes payable				$ 1,067
Interest rate	1.00%			1.00%
Deferment period	10 months			10 months
Monthly repayment amount	$ 0			$ 0
Hyperfine PPP loan
Debt Instrument [Line Items]
Amount of note payable							$ 889
Liminal PPP loaner
Debt Instrument [Line Items]
Amount of note payable	$ 178			$ 178				$ 178
Note payable by related party
Debt Instrument [Line Items]
Note payable to related party repaid					2,000
Interest expense paid for note payable due to related party					$ 77
Forgiveness of PPP Loan applied within deferment period \| Payroll Protection Program
Debt Instrument [Line Items]
Payroll protection program, Term	5 years			5 years
Forgiveness of PPP Loan not applied within deferment period \| Payroll Protection Program
Debt Instrument [Line Items]
Payroll protection program, Term	5 years			5 years

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Significant customer, percentage of revenue (Details) - Customer Concentration Risk			9 Months Ended		12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Customer A \| Revenue
Concentration Risk [Line Items]
Concentration Risk, Percentage			11.00%	0.00%	21.00%
Customer A \| Accounts receivable
Concentration Risk [Line Items]
Concentration Risk, Percentage	6.00%	0.00%			4.00%
Customer B \| Revenue
Concentration Risk [Line Items]
Concentration Risk, Percentage			10.00%	60.00%	21.00%
Customer B \| Accounts receivable
Concentration Risk [Line Items]
Concentration Risk, Percentage	16.00%	0.00%			0.00%
Customer C \| Revenue
Concentration Risk [Line Items]
Concentration Risk, Percentage			10.00%	0.00%	20.00%
Customer C \| Accounts receivable
Concentration Risk [Line Items]
Concentration Risk, Percentage	0.00%	0.00%			53.00%
Customer D \| Revenue
Concentration Risk [Line Items]
Concentration Risk, Percentage			6.00%	0.00%	14.00%
Customer D \| Accounts receivable
Concentration Risk [Line Items]
Concentration Risk, Percentage	12.00%	0.00%			32.00%
Customer E \| Revenue
Concentration Risk [Line Items]
Concentration Risk, Percentage			6.00%	0.00%	11.00%
Customer E \| Accounts receivable
Concentration Risk [Line Items]
Concentration Risk, Percentage	12.00%	0.00%			0.00%
Customer F \| Revenue
Concentration Risk [Line Items]
Concentration Risk, Percentage			5.00%	0.00%
Customer F \| Accounts receivable
Concentration Risk [Line Items]
Concentration Risk, Percentage	27.00%	0.00%
Customer G \| Revenue
Concentration Risk [Line Items]
Concentration Risk, Percentage			3.00%	0.00%
Customer G \| Accounts receivable
Concentration Risk [Line Items]
Concentration Risk, Percentage	0.00%	53.00%
Customer H \| Revenue
Concentration Risk [Line Items]
Concentration Risk, Percentage			1.00%	40.00%
Customer H \| Accounts receivable
Concentration Risk [Line Items]
Concentration Risk, Percentage	0.00%	32.00%

COMMITMENTS	1 Months Ended	9 Months Ended	12 Months Ended
COMMITMENTS	Dec. 31, 2020	Sep. 30, 2021	Dec. 31, 2020
COMMITMENTS		15. COMMITMENTS AND CONTINGENCIES Commitments The Company sponsors a 401(k) defined contribution plan covering all eligible U.S. employees. Contributions to the 401(k) plan are discretionary. The Company did not make any matching contributions to the 401(k) plan for the nine months ended September 30, 2021 and 2020. The Company was awarded a $1,610 grant from the Bill & Melinda Gates Foundation (“BMGF”) for the provision and equipping of 20 sites with the Hyperfine portable point-of-care MRI system to enable the performance of a multi-site study focused on optimizing diagnostic image quality (the “Project”). During the three months ended September 30, 2021, the Company was awarded an additional $3,300 grant from the BMGF, of which $2,500 was received for the provision and equipping of 5 sites during the third quarter of 2021, $350 is for personnel costs and $450 is for equipment costs to be received by April 2022. The funds are accounted for as restricted cash with an offset to deferred grant revenue and at September 30, 2021 and December 31, 2020, the Company has $3,467 and $1,610, respectively, on the condensed consolidated and combined balance sheets. Any grant funds, plus any income, that have not been used for, or committed to, the Project must be returned promptly to the BMGF upon expiration of or termination of the agreement. As of September 30, 2021, the Company had an obligation under the contract with its contract manufacturer of $2,620 and under a research services agreement with an academic institution of $40. The majority of these obligations are due in the next 12 months. Contingencies The Company does not have any outstanding or ongoing litigation and legal matters where, based on present information, including its assessment of the merits of the particular claims, the Company believes it is reasonably possible that any asserted or unasserted legal claims or proceedings, individually or in aggregate, will have a material adverse effect on its results of operations, or financial condition. The ultimate outcome of any legal matter cannot be predicted with certainty. The Company enters into indemnification provisions under some agreements with other parties in the ordinary course of business, including business partners, investors, contractors, and the Company’s officers, directors and certain employees. The Company has agreed to indemnify and defend the indemnified party claims and related losses suffered or incurred by the indemnified party from actual or threatened third-party claim because of the Company’s activities or non-compliance with certain representations and warranties made by the Company. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in any particular case. To date, losses recorded in the condensed consolidated and combined statements of operations and comprehensive loss in connection with the indemnification provisions have not been material.	15. COMMITMENTS AND CONTINGENCIES Commitments The Company sponsors a 401(k) defined contribution plan covering all eligible US employees. Contributions to the 401(k) plan are discretionary. The Company did not make any matching contributions to the 401(k) plan for the years ended December 31, 2020 and 2019. The Company was awarded a $1,610 grant from the BMGF for the provision and equipping of 20 sites with the Hyperfine portable point-of-care MRI system to enable the performance of a multi-site study focused on optimizing diagnostic image quality (the “Project”). The funds are accounted for as restricted cash with an offset to deferred grant revenue on the combined balance sheet at December 31, 2020. Any grant funds, plus any income, that have not been used for, or committed to, the Project must be returned promptly to BMGF upon expiration of or termination of the agreement. As of December 31, 2020, we have an obligation under a research services agreement with an academic institution of $0.1 million, the majority of which is due in the next year. Contingencies The Company does not have any outstanding or ongoing litigation and legal matters where, based on present information, including our assessment of the merits of the particular claims, we believe it is reasonably possible that any asserted or unasserted legal claims or proceedings, individually or in aggregate, will have a material adverse effect on our results of operations, or financial condition. The ultimate outcome of any legal matter cannot be predicted with certainty. The Company enters into indemnification provisions under some agreements with other parties in the ordinary course of business, including business partners, investors, contractors, and the Company’s officers, directors and certain employees. The Company has agreed to indemnify and defend the indemnified party claims and related losses suffered or incurred by the indemnified party from actual or threatened third-party claim because of the Company’s activities or non-compliance with certain representations and warranties made by the Company. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. To date, losses recorded in the combined statements of operations and comprehensive loss in connection with the indemnification provisions have not been material.
HEALTHCOR CATALIO ACQUISITION CORP
COMMITMENTS	NOTE 6 — COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights Pursuant to a registration rights agreement entered into on January 26, 2021, the holders of the Founder Shares and Private Placement Shares, including the Private Placement Shares that may be issued upon conversion of the Working Capital Loans, will be entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per share, or $7,245,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.	NOTE 7. COMMITMENTS Registration and Shareholder Rights Pursuant to a registration rights agreement entered into on January 26, 2021, the holders of the Founder Shares and Private Placement Shares, including the Private Placement Shares that may be issued upon conversion of the Working Capital Loans, will be entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per share, or $7,245,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Business Combination Agreement On July 7, 2021, the Company entered into a business combination agreement with Optimus Merger Sub I, Inc., a wholly owned subsidiary of HealthCor (“Merger Sub I”), Optimus Merger Sub II, Inc., a wholly owned subsidiary of HealthCor (“Merger Sub II”), Hyperfine, Inc. (“Hyperfine”) and Liminal Sciences, Inc. (“Liminal”) (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). The Business Combination Agreement and the transactions contemplated thereby (collectively, the “Business Combination”) were unanimously approved by the boards of directors of each of HealthCor, Hyperfine and Liminal on July 7, 2021. Pursuant to the Business Combination Agreement and subject to the terms and conditions set forth therein, HealthCor will domesticate as a Delaware corporation (the “Domestication”) and will be renamed Hyperfine, Inc. (referred to herein as “New Hyperfine”), Merger Sub I will merge with and into Hyperfine (the “Hyperfine Merger”), with Hyperfine surviving the Hyperfine Merger as a wholly owned subsidiary of New Hyperfine, and Merger Sub II will merge with and into Liminal (the “Liminal Merger” and, together with the Hyperfine Merger, the “Mergers”), with Liminal surviving the Liminal Merger as a wholly owned subsidiary of New Hyperfine. The Business Combination Agreement provides that, among other things, prior to the effective time of the Mergers (the “Effective Time”) and in connection with the Domestication, (i) the Class A ordinary shares of HealthCor, issued and outstanding immediately prior to the Domestication will convert into an equal number of shares of Class A common stock of New Hyperfine (the “New Hyperfine Class A common stock”) and (ii) the Class B ordinary shares of HealthCor (the “Class B ordinary shares”), issued and outstanding immediately prior to the Domestication will convert into an equal number of shares of Class B common stock of New Hyperfine (the “New Hyperfine Class B common stock”). Immediately following the Domestication, the shares of New Hyperfine Class B common stock will convert into shares of New Hyperfine Class A common stock (the “Conversion”). New Hyperfine Class A common stock will carry one vote per share and, following the Conversion, New Hyperfine Class B common stock will carry 20 votes per share. The New Hyperfine Class B common stock will have the same economic terms as the New Hyperfine Class A common stock, but will be subject to a “sunset” provision if Dr. Jonathan M. Rothberg, the founder and Executive Vice Chairman of Hyperfine and founder and Executive Chairman of Liminal (“Dr. Rothberg”), and other permitted holders of New Hyperfine Class B common stock collectively cease to beneficially own at least twenty percent (20%) of the number of shares of New Hyperfine Class B common stock (as such number of shares is equitably adjusted in respect of any reclassification, stock dividend, subdivision, combination or recapitalization of the New Hyperfine Class B common stock) collectively held by Dr. Rothberg and permitted transferees of New Hyperfine Class B common stock as of the Effective Time. As a consequence of the Mergers, at the Effective Time, (i) (a) each share of Hyperfine capital stock (other than shares of Hyperfine Series A preferred stock) issued and outstanding as of immediately prior to the Effective Time will be automatically cancelled and extinguished and converted into the right to receive the number of shares of New Hyperfine Class A common stock equal to the Hyperfine Exchange Ratio (as defined in the Business Combination Agreement); and (b) each share of Liminal capital stock (other than shares of Liminal Series A-1 preferred stock) issued and outstanding as of immediately prior to the Effective Time will be automatically cancelled and extinguished and converted into the right to receive the number of shares of New Hyperfine Class A common stock equal to the Liminal Exchange Ratio (as defined in the Business Combination Agreement); and (ii) (a) each share of Hyperfine Series A preferred stock issued and outstanding as of immediately prior to the Effective Time will be automatically cancelled and extinguished and converted into the right to receive the number of shares of New Hyperfine Class B common stock equal to the Hyperfine Exchange Ratio and (b) each share of Liminal Series A-1 preferred stock issued and outstanding as of immediately prior to the Effective Time will be automatically cancelled and extinguished and converted into the right to receive the number of shares of New Hyperfine Class B common stock equal to the Liminal Exchange Ratio; (iii) each option to purchase shares of Hyperfine or Liminal common stock, whether vested or unvested, that is outstanding and unexercised as of immediately prior to the Effective Time will be assumed by New Hyperfine and will automatically become an option (vested or unvested, as applicable) to purchase a number of shares of New Hyperfine Class A common stock equal to the number of shares of Hyperfine or Liminal common stock subject to such option immediately prior to the Effective Time multiplied by the Hyperfine Exchange Ratio or the Liminal Exchange Ratio, as applicable, and rounded down to the nearest whole number of shares, at an exercise price per share equal to the exercise price per share of such option immediately prior to the Effective Time divided by the Hyperfine Exchange Ratio or the Liminal Exchange Ratio, as applicable, and rounded up to the nearest whole cent; and (iv) each Hyperfine and Liminal restricted stock unit outstanding immediately prior to the Effective Time will be assumed by New Hyperfine and will automatically become a restricted stock unit with respect to a number of shares of New Hyperfine Class A common stock, rounded down to the nearest whole share, equal to the number of shares of Hyperfine or Liminal common stock subject to such Hyperfine or Liminal restricted stock unit immediately prior to the Effective Time multiplied by Hyperfine Exchange Ratio or Liminal Exchange Ratio, as applicable. The aggregate number of shares of New Hyperfine capital stock a holder of Hyperfine or Liminal capital stock is entitled to receive as a result of the events described in clauses (i) and (ii) of the preceding sentence will be rounded down to the nearest whole number of shares. In addition to the consideration to be paid at the closing of the Business Combination, holders of Hyperfine or Liminal common stock (on a fully-diluted and as-converted to common stock basis) will be entitled to receive 10,000,000 shares of New Hyperfine Class A common stock (valued at $10.00 per share) if the closing price of shares of New Hyperfine Class A common stock is equal to or greater than $15.00 for a period of at least 20 days out of 30 consecutive trading days during the period between the Closing Date and the third anniversary of the Closing Date. Concurrently with the execution of the Business Combination Agreement, HealthCor has entered into the subscription agreements, dated as of July 7, 2021 (the “Subscription Agreements”), with certain institutional and accredited investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and HealthCor has agreed to issue and sell to the PIPE Investors, immediately prior to the Closing, an aggregate of 12,610,000 shares of New Hyperfine Class A common stock at a price of $10.00 per share (the “PIPE Financing”), for aggregate gross proceeds of $126.1 million. The shares of New Hyperfine Class A common stock to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. Under the Subscription Agreements, HealthCor has agreed that the PIPE Investors will have certain registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the substantially concurrent closing of the Business Combination. Concurrently with the execution of the Business Combination Agreement, HC Sponsor LLC (the “Sponsor”), Joseph Healey, Michael Weinstein, Christopher Wolfgang, Taylor Harris, HealthCor, Hyperfine and Liminal entered into a sponsor letter agreement, dated as of July 7, 2021 (the “Sponsor Letter Agreement”), pursuant to which the Sponsor and each other holder of HealthCor Class B ordinary shares has agreed to, among other things, (i) vote in favor of the transaction proposals (including the proposal to approve the Business Combination Agreement and the related transactions contemplated therein) at the Special Meeting, (ii) be bound by and subject to certain other covenants and agreements of the Business Combination Agreement, as if they were directly party thereto, (iii) waive any adjustment to the conversion ratio set forth in the governing documents of HealthCor or any other anti-dilution or similar protection with respect to the HealthCor Class B ordinary shares (whether resulting from the transactions contemplated by the Business Combination Agreement, the Subscription Agreements or otherwise), (iv) not redeem or otherwise exercise any right to redeem any of his, her or its HealthCor equity securities; and (v) be bound by certain transfer restrictions with respect to his, her or its HealthCor equity securities prior to the closing of the Business Combination, in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement. On July 8, 2021, Dr. Jonathan M. Rothberg and certain stockholders of Hyperfine and Liminal affiliated with Dr. Rothberg (collectively, the “supporting Hyperfine stockholders”) entered into a Transaction Support Agreement (the “Transaction Support Agreement”), with HealthCor Catalio Acquisition Corp. Under the Transaction Support Agreement, each supporting Hyperfine stockholder agreed, among other things, to (i) execute and deliver to Hyperfine, Liminal and HealthCor, as promptly as reasonably practicable (and in any event within two business days) following the time at which the Registration Statement on Form S-4 (the “Registration Statement”) filed in connection with the Business Combination Agreement, dated as of July 7, 2021, by and among HealthCor, Optimus Merger Sub I, Inc., Optimus Merger Sub II, Inc., Hyperfine and Liminal and the transactions contemplated thereby is declared effective under the Securities Act of 1933, as amended (the “Securities Act”), written consents of the Hyperfine stockholders and the Liminal stockholders, respectively, sufficient to approve the Business Combination Agreement, the related documents and the transactions contemplated thereby (including the Business Combination) and (ii) be bound by certain other covenants and agreements related to the Business Combination. The shares of Hyperfine and Liminal capital stock that are owned by the supporting Hyperfine stockholders and subject to the Transaction Support Agreement represent over 74% of the aggregate outstanding voting power of Hyperfine common stock and preferred stock (on an as-converted basis) and over 95% of the aggregate outstanding voting power of Liminal common stock and preferred stock (on an as-converted basis). In addition, the Transaction Support Agreement prohibits the supporting Hyperfine stockholders from engaging in activities that have the effect of soliciting a competing acquisition proposal. On November 13, 2021, the Sponsor agreed to provide loans of up to an aggregate of $1,000,000 to the Company through November 13, 2022 if funds are needed by the Company upon request. These loans will be non-interest bearing, unsecured and will be repaid upon the consummation of a business combination. The Sponsor understands that if the Company does not consummate a business combination (as described in the Company’s prospectus, dated January 26, 2021), all amounts loaned to the Company hereunder will be forgiven except to the extent that the Company has funds available to it outside of its trust account established in connection with the Company’s initial public offering.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Deferred Offering Costs

Income Taxes

Net Loss Per Ordinary Share

Fair Value of Financial Instruments

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Use of Estimates

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

Class A Ordinary shares subject to possible redemption

At September 30, 2021, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheet are reconciled in the following table:


Gross Proceeds	$	207,000,000
Less:
Class A ordinary shares issuance costs		(11,928,908)
Add:
Remeasurement adjustment of carrying value to redemption value		11,928,908
Class A ordinary shares subject to possible redemption	$	207,000,000

Offering Costs

Income Taxes

Net Loss Per Ordinary Share

The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2021						2021
	Class A Redeemable		Class A Nonredeemable		Class B		Class A Redeemable		Class A Nonredeemable		Class B
Basic and diluted net loss per ordinary share
Numerator:
Allocation of net loss, as adjusted	$	(701,555)	$	(20,809)	$	(175,389)	$	(1,899,973)	$	(56,357)	$	(524,084)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		20,700,000		614,000		5,175,000		18,501,099		548,777		5,103,297
Basic and diluted net loss per ordinary share	$	(0.03)	$	(0.03)	$	(0.03)	$	(0.10)	$	(0.10)	$	(0.10)

Concentration of Credit Risk

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature.

Recent Accounting Standards

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)			1 Months Ended	3 Months Ended	9 Months Ended
	Jan. 29, 2021 USD ($) $ / shares shares	Nov. 18, 2020 item	Dec. 31, 2020 USD ($) $ / shares shares	Mar. 31, 2021 shares	Sep. 30, 2021 USD ($) $ / shares shares	Nov. 13, 2021 USD ($)	Sep. 30, 2020 USD ($)	Dec. 31, 2019 USD ($)
Subsidiary, Sale of Stock [Line Items]
Cash held outside the Trust Account			$ 62,676,000		$ 65,475,000		$ 11,956,000	$ 26,441,000
HEALTHCOR CATALIO ACQUISITION CORP
Subsidiary, Sale of Stock [Line Items]
Sale of 20,700,000 Units, net of underwriting discounts and offering expenses (in shares) \| shares				20,700,000
Proceeds from sale of Private Placement Shares					6,140,000
Transaction Costs			11,928,907		11,928,907
Underwriting fees	$ 4,140,000		4,140,000		4,140,000
Deferred underwriting fee payable	7,245,000		7,245,000		7,245,000
Other offering costs	543,907		$ 543,907		543,907
Condition for future business combination number of businesses minimum \| item		1
Payments for investment of cash in Trust Account					$ 207,000,000
Condition for future business combination use of proceeds percentage			80		80
Obligation to redeem public shares if entity does not complete a business combination (as a percent)					100.00%
Condition for future business combination threshold percentage ownership			50		50
Condition for future business combination threshold net tangible assets			$ 5,000,001		$ 5,000,001
Redemption limit percentage without prior consent			15		15
Months to complete acquisition			24 months
Redemption period upon closure			10 days		10 days
Redemption percentage upon outstanding shares					100.00%
Maximum allowed dissolution expenses			$ 100,000		$ 100,000
Cash held outside the Trust Account					525,404
Working capital deficit					1,018,818
Legal accruals					1,900,000
Contingent payment					1,415,000
HEALTHCOR CATALIO ACQUISITION CORP \| Sponsor
Subsidiary, Sale of Stock [Line Items]
Maximum amount agreed to provide loans						$ 1,000,000
HEALTHCOR CATALIO ACQUISITION CORP \| Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Transaction Costs	$ 11,928,907
Private Placement Warrants \| HEALTHCOR CATALIO ACQUISITION CORP
Subsidiary, Sale of Stock [Line Items]
Proceeds from sale of Private Placement Shares					$ 4,410,000
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Obligation to redeem public shares if entity does not complete a business combination (as a percent)			100.00%
Public Warrants \| HEALTHCOR CATALIO ACQUISITION CORP
Subsidiary, Sale of Stock [Line Items]
Obligation to redeem public shares if entity does not complete a business combination (as a percent)			100.00%
Initial Public Offering \| HEALTHCOR CATALIO ACQUISITION CORP
Subsidiary, Sale of Stock [Line Items]
Sale of 20,700,000 Units, net of underwriting discounts and offering expenses (in shares) \| shares	20,700,000				20,700,000
Purchase price, per unit \| $ / shares	$ 10.00		$ 10.00		$ 10.00
Proceeds from issuance initial public offering	$ 207,000,000
Payments for investment of cash in Trust Account	$ 207,000,000
Initial Public Offering \| Public Warrants \| HEALTHCOR CATALIO ACQUISITION CORP \| Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Sale of 20,700,000 Units, net of underwriting discounts and offering expenses (in shares) \| shares	20,700,000
Purchase price, per unit \| $ / shares	$ 10.00
Proceeds from issuance initial public offering	$ 207,000,000
Payments for investment of cash in Trust Account	$ 207,000,000
Private Placement \| HEALTHCOR CATALIO ACQUISITION CORP
Subsidiary, Sale of Stock [Line Items]
Proceeds from sale of Private Placement Shares			$ 4,410,000		$ 4,410,000
Private Placement \| Private Placement Warrants \| HEALTHCOR CATALIO ACQUISITION CORP
Subsidiary, Sale of Stock [Line Items]
Sale of 614,000 Private Placement Units, Net \| shares			614,000	614,000	614,000
Price of warrant \| $ / shares			$ 10.00		$ 10.00
Proceeds from sale of Private Placement Shares			$ 6,140,000		$ 6,140,000
Over-allotment option \| HEALTHCOR CATALIO ACQUISITION CORP
Subsidiary, Sale of Stock [Line Items]
Sale of 20,700,000 Units, net of underwriting discounts and offering expenses (in shares) \| shares	2,700,000				2,700,000
Purchase price, per unit \| $ / shares	$ 10.00
Over-allotment option \| Private Placement Warrants \| HEALTHCOR CATALIO ACQUISITION CORP
Subsidiary, Sale of Stock [Line Items]
Sale of 614,000 Private Placement Units, Net \| shares					614,000
Price of warrant \| $ / shares					$ 10.00
Proceeds from sale of Private Placement Shares					$ 6,140,000
Over-allotment option \| Public Warrants \| HEALTHCOR CATALIO ACQUISITION CORP \| Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Sale of 20,700,000 Units, net of underwriting discounts and offering expenses (in shares) \| shares	2,700,000
Purchase price, per unit \| $ / shares	$ 10.00

EQUITY INCENTIVE PLAN - Summary of the stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Hyperfine Plan
Number of Options
Outstanding	5,812,150	4,764,571
Granted	19,591,900	1,432,250	903,750
Exercised	(1,690,990)	(206,784)
Forfeited	(1,047,555)	(177,887)
Outstanding	22,665,505	5,812,150	4,764,571
Options exercisable	3,554,421	3,977,599
Vested and expected to vest	21,149,996	5,666,661
Weighted Average Exercise Price
Outstanding	$ 0.87	$ 0.74
Granted	1.07	1.23
Exercised	0.86	0.58
Forfeited	1.04	0.64
Outstanding	1.04	0.87	$ 0.74
Options exercisable	0.83	0.76
Vested and expected to vest	$ 1.03	$ 0.87
Weighted Average Remaining Contractual Term
Outstanding	9 years 10 days	7 years 25 days	7 years 6 months 10 days
Options exercisable	6 years 7 months 20 days	6 years 5 months 4 days
Vested and expected to vest	9 years	7 years 25 days
Aggregate Intrinsic Value
Outstanding	$ 2,073	$ 2,313
Outstanding	1,018	2,073	$ 2,313
Options exercisable	964	1,879
Vested and expected to vest	$ 1,014	$ 5,667
Liminal
Number of Options
Granted	1,976,000
Forfeited	(1,006,250)
Outstanding	969,750
Options exercisable	189,091
Vested and expected to vest	969,750
Weighted Average Exercise Price
Granted	$ 0.94
Forfeited	0.94
Outstanding	0.94
Options exercisable	0.94
Vested and expected to vest	$ 0.94
Weighted Average Remaining Contractual Term
Outstanding	9 years 7 months 9 days
Options exercisable	9 years 7 months 9 days
Vested and expected to vest	9 years 7 months 9 days

INVENTORIES (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
INVENTORIES (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
INVENTORIES
Inventory adjustments and excess and obsolete inventory charges	$ 19	$ 163	$ 213

EQUITY INCENTIVE PLAN (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Summary of stock-based compensation expense


				Weighted
				Average
		Weighted		Remaining	Aggregate
	Number of	Average		Contractual	Intrinsic
	Options	Exercise Price		Term	Value
Outstanding at December 31, 2019	4,764,571	$	0.74	7.53	$	2,313
Granted	1,432,250		1.23
Exercised	(206,784)		0.58
Forfeited	(177,887)		0.64
Outstanding at December 31, 2020	5,812,150	$	0.87	7.07	$	2,073
Options exercisable at December 31, 2020	3,977,599	$	0.76	6.43	$	1,879
Vested and expected to vest at December 31, 2020	5,666,661	$	0.87	7.07	$	5,667

The Company’s stock-based compensation expense for the periods presented was as follows (in thousands):


	Nine months ended September 30,
	2021		2020
Cost of sales – Device	$	12	$	—
Cost of sales – Service		12		—
Research and development		829		655
General and administrative		2,226		131
Sales and marketing		52		71
	$	3,131	$	857

The Company’s stock-based compensation expense for the periods presented was as follows (in thousands):


	2020		2019
Research and development	$	864	$	596
General and administrative		231		293
Sales and marketing		22		7
Total stock-based compensation expense	$	1,117	$	896

Share-based Payment Arrangement, Employee

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Share-based Payment Arrangement, Nonemployee


	2020		2019
Risk Free interest rate	1.5% – 1.7	%	1.5% – 2.7	%
Expected dividend yield	0	%	0	%
Expected term	5.8 years – 6.0 years		5.9 years – 6.2 years
Expected volatility	60	%	60	%

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

The assumptions used to value option grants to nonemployees for the years ended December 31, 2020 and 2019 were as follows:


	2020		2019
Risk Free interest rate	1.5% – 1.7	%	1.5% – 2.7	%
Expected dividend yield	0	%	0	%
Expected term	5.8 years – 6.0 years		4.7 years – 10.0 years
Expected volatility	60	%	60	%

Hyperfine

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

A summary of the stock option activity under the Hyperfine Plan is presented in the table below:


				Weighted
		Weighted		Average
		Average		Remaining	Aggregate
	Number of	Exercise		Contractual	Intrinsic
	Options	Price		Term	Value
Outstanding at December 31, 2020	5,812,150	$	0.87	7.07	$	2,073
Granted	19,591,900		1.07
Exercised	(1,690,990)		0.86
Forfeited	(1,047,555)		1.04
Outstanding at September 30, 2021	22,665,505	$	1.04	9.03	$	1,018
Options exercisable at September 30, 2021	3,554,421	$	0.83	6.64	$	964
Vested and expected to vest at September 30, 2021	21,149,996	$	1.03	9.00	$	1,014

Liminal

A summary of the stock option activity under the Liminal Plan is presented in the table below:


				Weighted
		Weighted		Average
		Average		Remaining	Aggregate
	Number of	Exercise		Contractual	Intrinsic
	Options	Price		Term	Value
Outstanding at December 31, 2020	—	$	—	—	$	—
Granted	1,976,000		0.94
Exercised	—		—
Forfeited	(1,006,250)		0.94
Outstanding at September 30, 2021	969,750	$	0.94	9.61	$	—
Options exercisable at September 30, 2021	189,091	$	0.94	9.61	$	—
Vested and expected to vest at September 30, 2021	969,750	$	0.94	9.61	$	—

REVENUE RECOGNITION - Summary of disaggregated revenues (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Total sales	$ 1,060	$ 87	$ 294
Device
Disaggregation of Revenue [Line Items]
Total sales	521	77	200
Service
Disaggregation of Revenue [Line Items]
Total sales	539	10	94
Point in time \| Device
Disaggregation of Revenue [Line Items]
Total sales	521	77	200
Overtime \| Service
Disaggregation of Revenue [Line Items]
Total sales	$ 539	$ 10	$ 94

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

1 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Transaction costs amounted to $11,928,907, consisting of $4,140,000 of underwriting fees, $7,245,000 of deferred underwriting fees and $543,907 of other offering costs.

The proceeds deposited in the trust account could become subject to the claims of the Company's creditors, if any, which could have priority over the claims of its public shareholders.

Liquidity and Management's Plan

Risks and Uncertainties

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Transaction costs amounted to $11,928,907, consisting of $4,140,000 of underwriting fees, $7,245,000 of deferred underwriting fees and $543,907 of other offering costs.

The Company will not be permitted to withdraw any of the principal or interest held in the trust account, except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its income taxes, if any, until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of the public shares if the Company has not consummated an initial business combination within January 29, 2023, subject to applicable law, and (iii) the redemption of the public shares properly submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of its obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the Company’s initial business combination or to redeem 100% of the public shares if the Company does not complete its initial business combination within January 29, 2023 or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares or pre-initial business combination activity.

The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of its public shareholders.

If the Company seeks shareholder approval in connection with a Business Combination, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6), its Private Placement Shares (as defined in Note 6), and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Additionally, each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquired Public Shares in or will acquire after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Public Share ($10.00).

Risks and Uncertainties

Liquidity and Capital Resources

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss per Ordinary Share (Details) - USD ($)

1 Months Ended

3 Months Ended

6 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Jun. 30, 2021

Mar. 31, 2021

Jun. 30, 2021

Sep. 30, 2021

Sep. 30, 2020

Dec. 31, 2020

Dec. 31, 2019

Basic and diluted weighted average ordinary share outstanding

5,229,877

4,630,574

4,651,127

4,486,484

$ (7.41)

$ (3.58)

$ (5.04)

$ (4.33)

Basic and diluted weighted average ordinary share outstanding

^[1]

4,500,000

Class A - Redeemable | HEALTHCOR CATALIO ACQUISITION CORP

$ 0.00

Numerator:

Allocation of net loss, as adjusted

$ (701,555)

$ (1,899,973)

Basic and diluted weighted average ordinary share outstanding

20,700,000

18,501,099

Class A - Nonredeemable | HEALTHCOR CATALIO ACQUISITION CORP

$ (0.03)

$ (0.10)

Numerator:

Allocation of net loss, as adjusted

$ (20,809)

$ (56,357)

Basic and diluted weighted average ordinary share outstanding

614,000

548,777

Class B Ordinary Shares | HEALTHCOR CATALIO ACQUISITION CORP

$ (0.03)

$ (0.10)

Numerator:

Allocation of net loss, as adjusted

$ (175,389)

$ (524,084)

Basic and diluted weighted average ordinary share outstanding

5,175,000

4,957,500

5,066,851

5,103,297

$ (0.03)

$ (0.05)

$ (0.01)

$ (0.07)

$ (0.10)

[1]

INCOME TAXES

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

INCOME TAXES

INCOME TAXES

13. INCOME TAXES

recognized in the combined financial statements for the year ended December 31, 2020. Significant components of the Company’s deferred tax assets (liabilities) are as follows:


	As of December 31,
	2020		2019
Gross deferred tax assets (liabilities):
Net operating loss carryforwards	$	14,512	$	11,976
Tax credit carryforwards		2,237		1,559
Fixed assets		6		(46)
Non-deductible stock-based compensation		522		485
Deferred Revenue		421		—
Other		90		85
Total Deferred tax assets	$	17,788	$	14,059
Valuation allowance		(17,788)		(14,059)
Net deferred tax assets (liabilities)	$	—	$	—


	Years Ended December 31,
	2020		2019
Federal statutory income tax rate	21.0	%	21.0	%
State taxes, net of federal benefit	1.8	%	6.4	%
Federal research and development credits	3.2	%	4.0	%
Non-deductible stock-based compensation	(0.5)	%	(0.5)	%
Write down of federal NOL due to 382 limitation	(2.8)	%	—
Write down of federal R&D credits due to 382 limitation	(1.1)	%	—
Deferred tax adjustment resulting from tax rate change	(5.5)	%	—
Other	(0.2)	%	(0.2)	%
Valuation allowance	(15.9)	%	(30.7)	%
Effective Tax Rate	0.0	%	0.0	%


	Hyperfine
	Amount		Expire Through
Tax net operating loss carryforwards:
Federal (pre-2018 NOLs)	$	12,084	2037
Federal (post-2017 NOLs)		43,345	No Expiration
States		42,752	2040
States		24	2030
Tax credit carryforwards:
Federal research and development		1,561	2040
Connecticut research and development		464	N/A
Connecticut other		14	2025


		Liminal
		Amount			Expire Through

Tax net operating loss carryforwards:
Federal (pre-2018 NOLs)	$	—	2037
Federal (post-2017 NOLs)		6,170	No Expiration
Connecticut		6,170	2040
Tax credit carryforwards:
Federal research and development		271	2040
Connecticut research and development		35	N/A
Connecticut other		—	2025

FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2021

Schedule of Company's assets that are measured at fair value on a recurring basis


		September 30,
	Level	2021
Assets:
Marketable securities held in Trust Account	1	$	207,014,497

REVENUE RECOGNITION (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Summary of disaggregated revenues

The following table summarizes the Company’s disaggregated revenues (in thousands):


	Pattern of	Nine Months Ended September 30,
	Recognition	2021		2020
Device	Point in time	$	521	$	77
Service	Over time		539		10
Total revenue		$	1,060	$	87


	Pattern of
	Recognition	2020		2019
Device	Point in time	$	200	$	—
Service	Overtime		94		—
Total revenue		$	294	$	—

Information about receivables and deferred revenue from contracts with customers

The following table provides information about receivables and deferred revenue from contracts with customers (in thousands):


	September 30,		December 31,
	2021		2020
Accounts receivable	$	940	$	174
Unbilled receivables		48		—
Deferred revenue		774		158
Long term deferred revenue		340		—

The following table provides information about receivables and deferred revenue from contracts with customers (in thousands):


	2020	2019
Accounts receivable	174	—
Deferred revenue, current	158	—

STOCKHOLDERS' DEFICIT

12 Months Ended

Dec. 31, 2020

SHAREHOLDERS' EQUITY

STOCKHOLDERS' DEFICIT

10. STOCKHOLDERS’ DEFICIT

Common stock

As of December 31, 2020, and 2019, Hyperfine had authorized 125,000,000 and 57,000,000 shares of common stock (“Hyperfine common stock”) at $0.0001 par value per share, of which a total of 4,812,083 shares and 4,605,299 shares were outstanding, respectively:

As of December 31, 2020, and 2019, Liminal had 5,000 shares of common stock authorized at $0.001 par value per share, of which 1,000 shares were outstanding.

In addition, as of December 31, 2020 and 2019 Hyperfine had authorized 25,000,000 shares of special- voting common stock (“Hyperfine Special-voting common stock”) as $0.0001 par value per share, of which none were issued or outstanding.

Dividends

Holders of the Hyperfine’s or Liminal’s common stock are not entitled to receive dividends unless declared by the Hyperfine’s board of directors or Liminal’s board of directors, respectively. Any such dividends on the Hyperfine common stock would be subject to the preferential dividend rights of the holders of the Convertible Preferred Stock (see above). There have been no dividends declared to date.

Voting rights

The holders of shares of the Hyperfine common stock are entitled to one vote per share on all matters on which the Hyperfine common stock shall be entitled to vote. The holders of shares of the Hyperfine Special- voting common stock are entitled to 10 votes per share on all matters on which the Hyperfine common stock shall be entitled to vote. The holders of Hyperfine common stock and Hyperfine Special-voting common stock shall vote together and not as separate classes.

NET LOSS PER SHARE - Anti-dilutive common equivalent shares (Details) - shares	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive common equivalent shares	190,317,446	73,237,545	100,823,008	71,975,781
Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive common equivalent shares	23,635,255	6,026,335	5,812,150	4,764,571
Hyperfine Convertible Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive common equivalent shares	109,182,191	67,211,210
Liminal Convertible Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive common equivalent shares	57,500,000
Convertible preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive common equivalent shares			95,010,858	67,211,210

REVENUE RECOGNITION - Additional Information (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Payment terms range, minimum	20 days	20 days
Payment terms range, maximum	6 months	6 months
Revenue recognized that was included in the deferred revenue balance at the beginning of the period		$ 0
Remaining performance obligation	$ 2,028	$ 859
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation expected to be recognized, percentage		37.00%
Remaining performance obligation expected to be recognized, duration	1 year	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation expected to be recognized, percentage		63.00%
Remaining performance obligation expected to be recognized, duration

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of reconciliation of Class A ordinary shares subject to possible redemption reflected in the condensed balance sheet (Details) - USD ($)	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Add:
Class A ordinary shares subject to possible redemption		$ 128,286,000	$ 68,646,000
HEALTHCOR CATALIO ACQUISITION CORP
Add:
Class A ordinary shares subject to possible redemption	$ 207,000,000
Class A Ordinary Shares \| HEALTHCOR CATALIO ACQUISITION CORP
Temporary Equity [Line Items]
Gross Proceeds	207,000,000
Less:
Class A ordinary shares issuance costs	(11,928,908)
Add:
Remeasurement adjustment of carrying value to redemption value	11,928,908
Class A ordinary shares subject to possible redemption	$ 207,000,000

FAIR VALUE OF FINANCIAL INSTRUMENTS

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

FAIR VALUE MEASUREMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS

4. FAIR VALUE OF FINANCIAL INSTRUMENTS

Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access.

There were no transfers between fair value measurement levels during the nine months ended September 30, 2021 and December 31, 2020.

The Company determines that notes payable is classified as Level 2 and the relevant fair value approximates its carrying amount since it bears interest at rates that approximate current market rates.

4. FAIR VALUE OF FINANCIAL INSTRUMENTS

Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access.

There were no transfers between fair value measurement levels during the years ended December 31, 2020 and 2019.

The Company determines that Notes Payable is classified as Level 2 and the relevant fair value approximates its carrying amount since it bears interest at rates that approximate current market rates.

Balance at the beginning at Dec. 31, 2018

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value asset transfers, Level 1 to Level 2	$ 0	$ 0
Fair value asset transfers, Level 2 to Level 1	0	0
Fair value liabilities transfers, Level 1 to Level 2	0	0
Fair value liabilities transfers, Level 2 to Level 1	0	0
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	$ 62,746	58,418
Money market funds \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents		$ 58,418	$ 25,311

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
PREPAID EXPENSES AND OTHER CURRENT ASSETS
Deferred transaction related costs	$ 3,042	$ 0
Prepaid expenses	385	203
Other current assets	173	488
Total prepaid expenses and other current assets	$ 3,600	$ 691	$ 837

EQUITY INCENTIVE PLAN - Summary of stock-based compensation expense (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 3,131	$ 857	$ 1,117	$ 896
4Bionics Plan
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	217	213	274	181
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	829	655	864	596
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	2,226	131	231	293
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 52	$ 71	$ 22	$ 7

PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Leased devices			$ 127
Property and equipment, gross	$ 4,430		2,620	$ 916
Less: Accumulated depreciation and amortization	(1,105)		(716)	(427)
Property and equipment, net	3,325		1,904	489
Depreciation and amortization expense	389	$ 204	289	141
Laboratory equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	874		572
Research devices
Property, Plant and Equipment [Line Items]
Property and equipment, gross	772		486
Sales and marketing devices
Property, Plant and Equipment [Line Items]
Property and equipment, gross	762		0
Computer equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross			385	323
Property and equipment, gross	525		385
Construction in progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross			613	18
Property and equipment, gross	686		613
Tooling
Property, Plant and Equipment [Line Items]
Property and equipment, gross			270	21
Property and equipment, gross	292		270
Leased devices
Property, Plant and Equipment [Line Items]
Property and equipment, gross	347		127
Other
Property, Plant and Equipment [Line Items]
Property and equipment, gross			167	$ 157
Property and equipment, gross	$ 172		$ 167

COMBINED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2020	Dec. 31, 2019	Dec. 31, 2018
Hyperfine Convertible Preferred Stock
Convertible preferred stock, par value	$ 0.0001	$ 0.0001		$ 0.0001
Convertible preferred stock, aggregate liquidation preference	$ 178,120	$ 147,651		$ 87,882
Convertible preferred stock, shares authorized	129,788,828	129,788,828		67,539,894
Convertible preferred stock, shares issued	109,182,191	95,010,858		67,211,210
Convertible preferred stock, shares outstanding	109,182,191	95,010,858	67,211,210	67,211,210	68,646,000
Hyperfine Common stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001		$ 0.0001
Common shares, shares authorized	125,000,000	125,000,000		57,000,000
Common shares, shares issued	6,503,073	4,812,083		4,605,299
Initial shareholders holding	6,503,073	4,812,083		4,605,299
Liminal Common stock
Common shares, par value, (per share)	$ 0.001	$ 0.001		$ 0.001
Common shares, shares authorized	36,000,000	5,000		5,000
Common shares, shares issued	0	1,000		1,000
Initial shareholders holding	0	1,000		1,000
Hyperfine Special-Voting common stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001		$ 0.0001
Common shares, shares authorized	25,000,000	25,000,000		25,000,000
Common shares, shares issued	0	0		0
Initial shareholders holding		0		0

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER'S (DEFICIT) EQUITY - USD ($)

Class A Ordinary Shares

Common Stock

HEALTHCOR CATALIO ACQUISITION CORP

Class B Ordinary Shares

Common Stock

HEALTHCOR CATALIO ACQUISITION CORP

Additional Paid-in Capital

HEALTHCOR CATALIO ACQUISITION CORP

Additional Paid-in Capital

Accumulated Deficit

HEALTHCOR CATALIO ACQUISITION CORP

Accumulated Deficit

HEALTHCOR CATALIO ACQUISITION CORP

Total

$ 1,546,000

$ (28,627,000)

$ (27,081,000)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Balance at the end at Dec. 31, 2019

(19,415,000)

8,178,000

(48,042,000)

(39,864,000)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Balance at the end at Sep. 30, 2020

(16,565,000)

9,599,000

(64,607,000)

(55,008,000)

Balance at the beginning at Dec. 31, 2019

8,178,000

(48,042,000)

(39,864,000)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

(23,427,000)

$ 518

$ 24,482

10,415,000

$ (5,000)

(71,469,000)

$ 20,000

(61,054,000)

Balance at the beginning at Nov. 17, 2020

5,175,000

$ 0

Balance at the beginning (in shares) at Nov. 17, 2020

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Sale of 614,000 Private Placement Shares, Net (in shares)

^[1]

$ 518

24,482

25,000

^[1]

5,175,000

$ 0

(5,000)

$ 518

24,482

10,415,000

(5,000)

(71,469,000)

20,000

(61,054,000)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

5,175,000

Sale of 614,000 Private Placement Shares, Net (in shares)

$ 61

6,139,939

6,140,000

614,000

Remeasurement adjustment for Class A ordinary shares subject to redemption amount

(6,164,421)

(5,764,487)

(11,928,908)

Balance at the end at Mar. 31, 2021

$ 0

(148,766)

$ 61

$ 518

(5,918,253)

(5,917,674)

Balance at the end (in shares) at Mar. 31, 2021

614,000

5,175,000

Balance at the beginning at Dec. 31, 2020

$ 518

$ 24,482

10,415,000

(5,000)

(71,469,000)

20,000

(61,054,000)

Balance at the beginning (in shares) at Dec. 31, 2020

5,175,000

Increase (Decrease) in Stockholders' Equity [Roll Forward]

(38,766,000)

(2,480,413)

(38,766,000)

$ 61

$ 518

9,173,000

(8,249,900)

(110,235,000)

(8,249,321)

(101,061,000)

Balance at the beginning at Mar. 31, 2021

614,000

5,175,000

$ 61

$ 518

(5,918,253)

(5,917,674)

Balance at the beginning (in shares) at Mar. 31, 2021

614,000

5,175,000

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Balance at the end at Jun. 30, 2021

$ 0

(1,433,894)

$ 61

$ 518

(7,352,147)

(7,351,568)

Balance at the end (in shares) at Jun. 30, 2021

614,000

5,175,000

Increase (Decrease) in Stockholders' Equity [Roll Forward]

(897,753)

$ 61

$ 518

$ 9,173,000

$ (8,249,900)

$ (110,235,000)

$ (8,249,321)

$ (101,061,000)

614,000

5,175,000

[1]

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

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Useful lives of property and equipment (Details)	12 Months Ended
	Dec. 31, 2020
Laboratory equipment
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Research devices
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Computer equipment
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Tooling
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Leased devices
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Other \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Other \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life	7 years

COMBINED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Sales
Total sales	$ 1,060	$ 87	$ 294
Cost of sales
Total cost of sales	1,774	368	771
Gross margin	(714)	(281)	(477)
Operating Expenses:
Research and development	16,949	11,042	14,593	$ 13,390
General and administrative	15,348	3,781	5,921	5,810
Sales and marketing	5,770	1,527	2,500	768
Total operating expenses	38,067	16,350	23,014	19,968
Loss from operations	(38,781)	(16,631)	(23,491)	(19,968)
Interest income	13	66	70	630
Other income (expense), net	2	0	(6)	(77)
Loss before income taxes	(38,766)	(16,565)	(23,427)	(19,415)
Provision for income taxes
Net loss	$ (38,766)	$ (16,565)	$ (23,427)	$ (19,415)
Basic and diluted net (loss) per share, shares subject to possible redemption	$ (7.41)	$ (3.58)	$ (5.04)	$ (4.33)
Weighted average shares outstanding, shares subject to possible redemption, basic and diluted	5,229,877	4,630,574	4,651,127	4,486,484
Device
Sales
Total sales	$ 521	$ 77	$ 200
Cost of sales
Total cost of sales	1,420	368	763
Service
Sales
Total sales	539	10	94
Cost of sales
Total cost of sales	$ 354	$ 0	$ 8

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Parenthetical) (Details) - HEALTHCOR CATALIO ACQUISITION CORP - shares	3 Months Ended
	Mar. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
Sale of 20,700,000 Units, net of underwriting discounts and offering expenses (in shares)	20,700,000
Private Placement \| Private Placement Warrants
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
Sale of 614,000 Private Placement Units, Net	614,000	614,000	614,000

COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands	Sep. 30, 2021 USD ($) site	Sep. 30, 2021 USD ($) site	Dec. 31, 2020 USD ($) site
COMMITMENTS
Grant awarded from the BMGF	$ 3,300	$ 1,610	$ 1,610
Number of sites \| site	5	20	20
Obligation under a research services agreement			$ 100

ORGANIZATION AND DESCRIPTION OF BUSINESS

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

ORGANIZATION AND DESCRIPTION OF BUSINESS

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

The Company is focused on creating devices capable of non-invasive medical imaging and is making systems that are low cost and can make imaging available wherever and whenever it is needed. Having received FDA approval in 2020, Hyperfine is the first to bring a low cost, point-of-care magnetic resonance imaging (MRI) machine to market. All of the Company’s revenue to date has been generated from sales of this machine and related services. Additionally, Liminal is in the process of developing a device to non- invasively measure key vital signs in the brain to enable unprecedented access to dramatically improve patient outcomes. Liminal is in the early research and development stage and has not generated any revenue to date.

NET LOSS PER SHARE (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Schedule of basic and diluted net loss per share

The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock:


	Nine Months Ended September 30,
	2021		2020
Numerator:
Net Loss	$	(38,766)	$	(16,565)
Numerator for Basic and Dilutive EPS – Loss available to common stockholders	$	(38,766)	$	(16,565)
Denominator:
Common Stock		5,229,877		4,630,574
Denominator for Basic and Dilutive EPS – Weighted-average common stock		5,229,877		4,630,574
Basic and dilutive loss per share	$	(7.41)	$	(3.58)


	2020		2019
Numerator:
Net Loss	$	(23,427)	$	(19,415)
Numerator for Basic and Dilutive EPS – Loss available to common stockholders	$	(23,427)	$	(19,415)
Denominator:
Common Stock		4,651,127		4,486,484
Denominator for Basic and Dilutive EPS – Weighted-average common stock		4,651,127		4,486,484
Basic and dilutive loss per share	$	(5.04)	$	(4.33)

Schedule of anti-dilutive common equivalent shares


	Nine Months Ended September 30,
	2021	2020
Outstanding options to purchase common stock	23,635,255	6,026,335
Outstanding Hyperfine convertible preferred stock (Series A through D)	109,182,191	67,211,210
Outstanding Liminal convertible preferred stock (Series A-1 and A-2)	57,500,000	—
Total anti-dilutive common equivalent shares	190,317,446	73,237,545


	2020	2019
Outstanding options to purchase common stock	5,812,150	4,764,571
Outstanding convertible preferred stock (Series A through D)	95,010,858	67,211,210
Total anti-dilutive common equivalent shares	100,823,008	71,975,781

INVENTORIES

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

INVENTORIES

INVENTORIES

5. INVENTORIES

The inventory balance as of December 31, 2020 is comprised of finished goods. The Company did not have any inventory balances as of December 31, 2019.

For the year ended December 31, 2020, net realizable value inventory adjustments and excess and obsolete inventory charges were $213 and were recognized in cost of sales.

CONDENSED BALANCE SHEETS - USD ($)

Sep. 30, 2021

Jun. 30, 2021

Mar. 31, 2021

Jan. 29, 2021

Dec. 31, 2020

Nov. 17, 2020

Sep. 30, 2020

Dec. 31, 2019

Dec. 31, 2018

$ 65,475,000

$ 62,676,000

$ 11,956,000

$ 26,441,000

385,000

203,000

76,306,000

68,334,000

27,961,000

81,368,000

71,526,000

30,571,000

13,814,000

4,116,000

1,789,000

14,332,000

4,294,000

128,286,000

68,646,000

9,173,000

10,415,000

8,178,000

(110,235,000)

(71,469,000)

(48,042,000)

TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY

(101,061,000)

(61,054,000)

$ (55,008,000)

(39,864,000)

$ (27,081,000)

81,368,000

71,526,000

$ 30,571,000

525,404

402,195

Marketable securities held in Trust Account

927,599

Deferred offering costs

304,412

207,014,497

207,942,096

304,412

Accounts payable and accrued expenses

1,938,902

Accrued offering costs

7,515

246,037

Promissory note - related party

38,375

Deferred underwriting fee payable

1,946,417

284,412

7,245,000

$ 7,245,000

7,245,000

9,191,417

284,412

207,000,000

Preference shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding

$ 61

24,482

(8,249,900)

(7,352,147)

(5,918,253)

(5,769,486)

(5,000)

TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY

(8,249,321)

(7,351,568)

(5,917,674)

(5,768,907)

20,000

$ 0

207,942,096

304,412

Class A Ordinary Shares | HEALTHCOR CATALIO ACQUISITION CORP

207,000,000

Class A Ordinary Shares Subject to Redemption | HEALTHCOR CATALIO ACQUISITION CORP

Class B Ordinary Shares | HEALTHCOR CATALIO ACQUISITION CORP

$ 207,000,000

RELATED PARTY TRANSACTIONS

$ 518

^[1]

[1]

SHAREHOLDERS' EQUITY - Private Placement Shares (Details) - HEALTHCOR CATALIO ACQUISITION CORP - USD ($)	1 Months Ended	9 Months Ended
	Dec. 31, 2020	Sep. 30, 2021	Mar. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price		$ 6,140,000
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price		$ 4,410,000
Class A Ordinary Shares
Subsidiary, Sale of Stock [Line Items]
Maximum conversion ratio for Class B ordinary shares		1
Percentage of conversion of founder shares on total number f shares issued and outstanding		20.00%
Over-allotment option \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued		614,000
Price of warrants		$ 10.00
Aggregate purchase price		$ 6,140,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price	$ 4,410,000	$ 4,410,000
Private Placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	614,000	614,000	614,000
Price of warrants	$ 10.00	$ 10.00
Aggregate purchase price	$ 6,140,000	$ 6,140,000
Funds held outside trust account	$ 2,000,000	$ 2,000,000

REVENUE RECOGNITION - Information about receivables and deferred revenue from contracts with customers (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
REVENUE RECOGNITION
Accounts receivable, less allowance of $58 and $- in 2021 and 2020, respectively	$ 940	$ 174
Unbilled receivables	48	0
Deferred revenue	774	158
Long term deferred revenue	$ 340	$ 0

RELATED PARTY TRANSACTIONS

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

RELATED PARTY TRANSACTIONS

14. RELATED PARTY TRANSACTIONS

Certain expenses incurred at 4Bionics were allocated to its subsidiaries, including Liminal. Expenses that broadly benefited 4Bionics and its subsidiaries were allocated evenly amongst its three subsidiaries. Expenses that were incurred on behalf of the employees of each company were allocated based on each subsidiary’s relative headcount. Total expenses allocated to Liminal in 2020 and 2019 were $64 and $8, respectively. The method used to allocate common expenses of 4Bionics to Liminal is reasonable.

The Company is a party to an Amended and Restated Technology Services Agreement (the “ARTSA”), most recently amended on November 11, 2020, by and among 4C, the Company and other participant companies controlled by the Rothberg family. Under the ARTSA, the Company and the other participant companies agreed to share certain non-core technologies, which means any technologies, information or equipment owned or otherwise controlled by the participant company that are not specifically related to the core business area of the participant and subject to certain restrictions on use. The ARTSA also provides for 4C to perform certain services for the Company and each other participant company such as monthly administrative, management and technical consulting services to the Company which are pre-funded approximately once a quarter. The Company incurred expenses from 4C of $2,160 and $2,812 during the years ended December 31, 2020 and 2019 respectively. The amounts advanced and due from 4C at December 31, 2020 and 2019, related to operating expenses was $1,496 and $665, respectively, and is included in Due from related parties on the combined balance sheets. There was also $11 and $3 of amounts due to 4C for expenses paid on their behalf. These payables are included in Due to related parties on the combined balance sheets.

The ARTSA also provides for the participant companies to provide other services to each other. The Company also has transactions with other entities under common ownership, which include payments made to third parties on behalf of the Company. The amounts remaining payable at December 31, 2020 and 2019 are $124 and $105, respectively, and are included in the due to related parties on the combined balance sheets. In addition, the Company has transactions with these other entities under common ownership which include payments made by the Company to third parties on behalf of the other entities and the amounts remaining payable at the end of each calendar year are in the aggregate $30 and $18, and are reflected in the due from related parties on the combined balance sheets at December 31, 2020 and 2019, respectively. All amounts are paid or received throughout the year within 30 days after the end of each month.

CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Sales
Total sales	$ 1,060	$ 87	$ 294
Cost of sales
Total cost of sales	1,774	368	771
Gross margin	(714)	(281)	(477)
Operating Expenses:
Research and development	16,949	11,042	14,593	$ 13,390
General and administrative	15,348	3,781	5,921	5,810
Sales and marketing	5,770	1,527	2,500	768
Total operating expenses	38,067	16,350	23,014	19,968
Loss from operations	(38,781)	(16,631)	(23,491)	(19,968)
Interest income	13	66	70	630
Other income, net	2	0	(6)	(77)
Loss before income taxes	(38,766)	(16,565)	(23,427)	(19,415)
Provision for income taxes
Net loss	$ (38,766)	$ (16,565)	$ (23,427)	$ (19,415)
Basic and diluted net (loss) per share, shares subject to possible redemption	$ (7.41)	$ (3.58)	$ (5.04)	$ (4.33)
Weighted average shares outstanding, shares subject to possible redemption, basic and diluted	5,229,877	4,630,574	4,651,127	4,486,484
Device
Sales
Total sales	$ 521	$ 77	$ 200
Cost of sales
Total cost of sales	1,420	368	763
Service
Sales
Total sales	539	10	94
Cost of sales
Total cost of sales	$ 354	$ 0	$ 8

INITIAL PUBLIC OFFERING

1 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

INITIAL PUBLIC OFFERING

NOTE 3 — INITIAL PUBLIC OFFERING

NOTE 4. INITIAL PUBLIC OFFERING

CONVERTIBLE PREFERRED STOCK

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

CONVERTIBLE PREFERRED STOCK

10. CONVERTIBLE PREFERRED STOCK

Hyperfine Convertible Preferred Stock

September 30, 2021


					Shares	Total						Initial
		Issuance			Issued	Proceeds or				Net		Liquidation
	Year of Class	Price per		Shares	and	Exchange		Issuance		Carrying		Price per
Class	Issuance	Share		Authorized	Outstanding	Value		Costs		Value		Share
Series A	2014	$	0.04	25,000,000	25,000,000	$	1,000	$	2	$	998	$	0.80
Series B	2017		0.80	10,625,000	10,625,000		8,500		—		8,500		0.80
Series C	2017		1.88	31,586,210	31,586,210		59,382		234		59,148		1.88
Series D	2020 – 2021		2.15	62,577,618	41,970,981		90,237		136		90,101		2.15
				129,788,828	109,182,191	$	159,119	$	372	$	158,747

December 31, 2020


					Shares	Total						Initial
		Issuance			Issued	Proceeds or				Net		Liquidation
	Year of Class	Price per		Shares	and	Exchange		Issuance		Carrying		Price per
Class	Issuance	Share		Authorized	Outstanding	Value		Costs		Value		Share
Series A	2014	$	0.04	25,000,000	25,000,000	$	1,000	$	2	$	998	$	0.80
Series B	2017		0.80	10,625,000	10,625,000		8,500		—		8,500		0.80
Series C	2017		1.88	31,586,210	31,586,210		59,382		234		59,148		1.88
Series D	2020		2.15	62,577,618	27,799,648		59,769		129		59,640		2.15
				129,788,828	95,010,858	$	128,651	$	365	$	128,286

Liminal Convertible Preferred Stock

The powers, preferences, rights, qualifications, limitations and restrictions of the shares of Liminal Convertible Preferred Stock are as follows:

Dividends

Liquidation Rights

Voting Rights

The holders of shares of the Convertible Preferred Stock shall be entitled to vote on all matters on which the holders of shares of Liminal common stock shall be entitled to vote.

Conversion

9. CONVERTIBLE PREFERRED STOCK


												Initial
		Issuance			Shares	Total						Liquidation
	Year of Class	Price		Shares	Issued and	Proceeds or		Issuance		Net Carrying		Price
Class	Issuance	per share		Authorized	Outstanding	Exchange Value		Costs		Value		per share
Series A	2014	$	0.04	25,000,000	25,000,000	$	1,000	$	2	$	999	$	0.80
Series B	2017		0.80	10,625,000	10,625,000		8,500		—		8,500		0.80
Series C	2017		1.88	31,586,210	31,586,210		59,382		234		59,148		1.88
Series D	2020		2.15	62,577,618	27,799,648		59,769		129		59,640		2.15
				129,788,828	95,010,858

The following table summarizes the authorized, issued and outstanding Convertible Preferred Stock of Hyperfine as of December 31, 2019 (in thousands, except for share and per share information):


												Initial
		Issuance			Shares	Total						Liquidation
	Year of Class	Price		Shares	Issued and	Proceeds or		Issuance		Net Carrying		Price
Class	Issuance	per share		Authorized	Outstanding	Exchange Value		Costs		Value		per share
Series A	2014	$	0.04	25,000,000	25,000,000	$	1,000	$	2	$	999	$	0.80
Series B	2017		0.80	10,625,000	10,625,000		8,500		—		8,500		0.80
Series C	2017		1.88	31,914,894	31,586,210		59,382		234		59,148		1.88
				67,539,894	67,211,210

The powers, preferences, rights, qualifications, limitations and restrictions of the shares of Convertible Preferred Stock are as follows:

Dividends

Dividends shall accrue to holders of the Convertible Preferred Stock at the rate of 8% of the original issue price for the applicable series of Convertible Preferred Stock, per annum subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization, reclassification and other similar events payable only when, and if, declared by Hyperfine’s board of directors. The right to receive dividends on Convertible Preferred Stock are not cumulative, and therefore, if not declared in any year, the right to such dividends shall terminate and shall not carry forward into the next year. There have been no dividends declared to date.

Liquidation Rights

Voting Rights

The holders of shares of the Convertible Preferred Stock shall be entitled to vote on all matters on which the holders of shares of Hyperfine common stock shall be entitled to vote.

Conversion

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Bonus	$ 1,535	$ 501	$ 110
Contracted services	883	456	152
Legal fees	435	282	228
Commission	340
Other	101	25	1
Total accrued expenses and other current liabilities	$ 3,294	$ 1,264	$ 491

PRIVATE PLACEMENT (Details) - HEALTHCOR CATALIO ACQUISITION CORP - USD ($)	1 Months Ended	9 Months Ended
	Dec. 31, 2020	Sep. 30, 2021	Mar. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price		$ 6,140,000
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price		$ 4,410,000
Over-allotment option \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued		614,000
Price of warrants		$ 10.00
Aggregate purchase price		$ 6,140,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price	$ 4,410,000	$ 4,410,000
Private Placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	614,000	614,000	614,000
Price of warrants	$ 10.00	$ 10.00
Aggregate purchase price	$ 6,140,000	$ 6,140,000
Funds held outside trust account	$ 2,000,000	$ 2,000,000

STATEMENT OF OPERATIONS (Parenthetical) - Class B Ordinary Shares - HEALTHCOR CATALIO ACQUISITION CORP - shares	Jan. 26, 2021	Sep. 30, 2021	Dec. 31, 2020
Number of shares issued	862,500
Initial shareholders holding	5,175,000	5,175,000	5,175,000
Over-allotment option
Maximum shares subject to forfeiture			675,000

NET LOSS PER SHARE - Anti-dilutive common equivalent shares (Details) - shares	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive common equivalent shares	190,317,446	73,237,545	100,823,008	71,975,781
Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive common equivalent shares	23,635,255	6,026,335	5,812,150	4,764,571
Convertible preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive common equivalent shares			95,010,858	67,211,210

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Deferred Offering Costs

Income Taxes

Net Loss Per Ordinary Share

Fair Value of Financial Instruments

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Use of Estimates

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

Class A Ordinary shares subject to possible redemption

At September 30, 2021, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheet are reconciled in the following table:


Gross Proceeds	$	207,000,000
Less:
Class A ordinary shares issuance costs		(11,928,908)
Add:
Remeasurement adjustment of carrying value to redemption value		11,928,908
Class A ordinary shares subject to possible redemption	$	207,000,000

Offering Costs

Income Taxes

Net Loss Per Ordinary Share

The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2021						2021
	Class A Redeemable		Class A Nonredeemable		Class B		Class A Redeemable		Class A Nonredeemable		Class B
Basic and diluted net loss per ordinary share
Numerator:
Allocation of net loss, as adjusted	$	(701,555)	$	(20,809)	$	(175,389)	$	(1,899,973)	$	(56,357)	$	(524,084)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		20,700,000		614,000		5,175,000		18,501,099		548,777		5,103,297
Basic and diluted net loss per ordinary share	$	(0.03)	$	(0.03)	$	(0.03)	$	(0.10)	$	(0.10)	$	(0.10)

Concentration of Credit Risk

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature.

Recent Accounting Standards

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Schedule of each significant customer, revenue as a percentage of total revenues and gross accounts receivable as a percentage of total gross accounts receivable


	Revenue				Accounts receivable
	For the nine months ended		For the nine months ended		As of		As of
	September 30, 2021		September 30, 2020		September 30, 2021		December 31, 2020
Customer A	11	%	0	%	6	%	0	%
Customer B	10	%	60	%	16	%	0	%
Customer C	10	%	0	%	0	%	0	%
Customer D	6	%	0	%	12	%	0	%
Customer E	6	%	0	%	12	%	0	%
Customer F	5	%	0	%	27	%	0	%
Customer G	3	%	0	%	0	%	53	%
Customer H	1	%	40	%	0	%	32	%


	Revenue		Accounts receivable
	For the year ended		As of
	December 31, 2020		December 31, 2020
Customer A	21	%	4	%
Customer B	21	%	0	%
Customer C	20	%	53	%
Customer D	14	%	32	%
Customer E	11	%	0	%

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - USD ($)

1 Months Ended

3 Months Ended

6 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Jun. 30, 2021

Mar. 31, 2021

Jun. 30, 2021

Sep. 30, 2021

Sep. 30, 2020

Dec. 31, 2020

Dec. 31, 2019

Jan. 29, 2021

Nov. 17, 2020

Dec. 31, 2018

Class A ordinary shares subject to possible redemption

$ 128,286,000

$ 68,646,000

10,415,000

$ 9,173,000

10,415,000

8,178,000

(71,469,000)

(110,235,000)

(71,469,000)

(48,042,000)

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER'S (DEFICIT) EQUITY

(61,054,000)

(101,061,000)

$ (55,008,000)

(61,054,000)

(39,864,000)

$ (27,081,000)

(61,054,000)

(101,061,000)

$ (101,061,000)

$ (55,008,000)

$ (61,054,000)

$ (39,864,000)

$ (27,081,000)

Basic and diluted weighted average ordinary share outstanding

5,229,877

4,630,574

4,651,127

4,486,484

$ (7.41)

$ (3.58)

$ (5.04)

$ (4.33)

Class A ordinary shares subject to possible redemption

207,000,000

$ 207,000,000

$ 61

24,482

$ 24,482

(5,000)

(8,249,900)

(7,352,147)

(5,918,253)

(7,352,147)

(8,249,900)

(5,000)

(5,769,486)

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER'S (DEFICIT) EQUITY

20,000

(8,249,321)

(7,351,568)

(5,917,674)

(7,351,568)

(8,249,321)

20,000

(5,768,907)

$ 0

Sale of 20,700,000 Public Shares, net of underwriting discounts and offering expenses

Initial value of ordinary shares subject to redemption

25,000

^[1]

6,140,000

Remeasurement adjustment for Class A ordinary shares subject to redemption amount

(11,928,908)

Change in value of ordinary shares subject to redemption

STATEMENT OF CASH FLOWS - Noncash Transaction

$ 20,000

(8,249,321)

$ (7,351,568)

(5,917,674)

(7,351,568)

(8,249,321)

20,000

(5,768,907)

$ 0

Remeasurement adjustment to redemption value

$ 11,928,908

11,928,908

Basic and diluted weighted average ordinary share outstanding

^[2]

4,500,000

HEALTHCOR CATALIO ACQUISITION CORP | Class A Ordinary Shares

$ 0.00

Class A ordinary shares subject to possible redemption

207,000,000

HEALTHCOR CATALIO ACQUISITION CORP | Class A Ordinary Shares Not Subject to Redemption

$ 0

$ 61

Basic and diluted weighted average ordinary share outstanding

20,700,000

614,000

416,156

515,624

18,501,099

HEALTHCOR CATALIO ACQUISITION CORP | Class A Ordinary Shares Subject to Redemption

$ (0.03)

$ (0.05)

$ 0.01

$ (0.07)

$ (0.10)

Class A ordinary shares subject to possible redemption

$ 207,000,000

207,000,000

Basic and diluted weighted average ordinary share outstanding

614,000

20,700,000

14,030,000

17,383,425

548,777

HEALTHCOR CATALIO ACQUISITION CORP | Class B Ordinary Shares

$ (0.03)

$ (0.05)

$ (0.01)

$ (0.07)

$ (0.10)

$ 518

^[3]

$ 518

^[3]

Basic and diluted weighted average ordinary share outstanding

5,175,000

4,957,500

5,066,851

5,103,297

HEALTHCOR CATALIO ACQUISITION CORP | Class B Ordinary Shares Not Subject to Redemption

$ (0.03)

$ (0.05)

$ (0.01)

$ (0.07)

$ (0.10)

Basic and diluted weighted average ordinary share outstanding

5,175,000

5,103,297

HEALTHCOR CATALIO ACQUISITION CORP | Restatement of redeemable common stock as temporary equity

$ (0.03)

$ (0.10)

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Minimum net tangible assets

$ 5,000,001

Previously Reported | HEALTHCOR CATALIO ACQUISITION CORP

$ 185

$ 170

$ 185

169

6,586,963

5,153,081

6,586,963

5,004,316

(1,587,660)

(153,766)

(1,587,660)

(5,000)

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER'S (DEFICIT) EQUITY

5,000,006

5,000,003

5,000,006

5,000,003

Sale of 20,700,000 Public Shares, net of underwriting discounts and offering expenses

195,071,092

Initial value of ordinary shares subject to redemption

6,140,000

(196,082,323)

Remeasurement adjustment for Class A ordinary shares subject to redemption amount

Change in value of ordinary shares subject to redemption

1,433,897

STATEMENT OF CASH FLOWS - Noncash Transaction

5,000,006

5,000,003

5,000,006

5,000,003

Remeasurement adjustment to redemption value

Previously Reported | HEALTHCOR CATALIO ACQUISITION CORP | Class A Ordinary Shares Subject to Redemption

Class A ordinary shares subject to possible redemption

$ 194,648,426

$ 196,082,323

$ 194,648,426

196,231,090

Basic and diluted weighted average ordinary share outstanding

19,607,812

19,623,109

19,613,951

Previously Reported | HEALTHCOR CATALIO ACQUISITION CORP | Class B Ordinary Shares

Basic and diluted weighted average ordinary share outstanding

6,881,188

6,113,916

6,494,516

Revision of Prior Period, Adjustment | HEALTHCOR CATALIO ACQUISITION CORP

$ (0.21)

$ (0.03)

$ (0.25)

$ (124)

$ (109)

$ (124)

(108)

(6,586,963)

(5,153,081)

(6,586,963)

(5,004,316)

(5,764,487)

(5,764,486)

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER'S (DEFICIT) EQUITY

(12,351,574)

(10,917,677)

(12,351,574)

(10,768,910)

Sale of 20,700,000 Public Shares, net of underwriting discounts and offering expenses

(195,071,092)

Initial value of ordinary shares subject to redemption

196,082,323

Remeasurement adjustment for Class A ordinary shares subject to redemption amount

(11,928,908)

Change in value of ordinary shares subject to redemption

(1,433,897)

STATEMENT OF CASH FLOWS - Noncash Transaction

(12,351,574)

(10,917,677)

(12,351,574)

(10,768,910)

Remeasurement adjustment to redemption value

11,928,908

Revision of Prior Period, Adjustment | HEALTHCOR CATALIO ACQUISITION CORP | Class A Ordinary Shares Subject to Redemption

Class A ordinary shares subject to possible redemption

$ 12,351,574

$ 10,917,677

$ 12,351,574

$ 10,768,910

[1]	Included an aggregate of up to 675,000 Class B ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised. On January 26, 2021, the Company effected a share capitalization pursuant to which we issued 862,500 additional Class B ordinary shares, resulting in its initial shareholders holding 5,175,000 Class B ordinary shares (see Note 5). All share and per-share amounts have been retroactively restated to reflect the share capitalization.
[2]	Excluded an aggregate of up to 675,000 Class B ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised. On January 26, 2021, the Company effected a share capitalization pursuant to which we issued 862,500 additional Class B ordinary shares, resulting in its initial shareholders holding 5,175,000 Class B ordinary shares (see Note 5). All share and per-share amounts have been retroactively restated to reflect the share capitalization.
[3]	Included an aggregate of up to 675,000 Class B ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised. On January 26, 2021, the Company effected a share capitalization pursuant to which we issued 862,500 additional Class B ordinary shares, resulting in its initial shareholders holding 5,175,000 Class B ordinary shares (see Note 5). All share and per-share amounts have been retroactively restated to reflect the share capitalization.

CONVERTIBLE PREFERRED STOCK (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Schedule of authorized, issued and outstanding Convertible Preferred Stock of Hyperfine

September 30, 2021


					Shares	Total						Initial
		Issuance			Issued	Proceeds or				Net		Liquidation
	Year of Class	Price per		Shares	and	Exchange		Issuance		Carrying		Price per
Class	Issuance	Share		Authorized	Outstanding	Value		Costs		Value		Share
Series A	2014	$	0.04	25,000,000	25,000,000	$	1,000	$	2	$	998	$	0.80
Series B	2017		0.80	10,625,000	10,625,000		8,500		—		8,500		0.80
Series C	2017		1.88	31,586,210	31,586,210		59,382		234		59,148		1.88
Series D	2020 – 2021		2.15	62,577,618	41,970,981		90,237		136		90,101		2.15
				129,788,828	109,182,191	$	159,119	$	372	$	158,747

December 31, 2020


					Shares	Total						Initial
		Issuance			Issued	Proceeds or				Net		Liquidation
	Year of Class	Price per		Shares	and	Exchange		Issuance		Carrying		Price per
Class	Issuance	Share		Authorized	Outstanding	Value		Costs		Value		Share
Series A	2014	$	0.04	25,000,000	25,000,000	$	1,000	$	2	$	998	$	0.80
Series B	2017		0.80	10,625,000	10,625,000		8,500		—		8,500		0.80
Series C	2017		1.88	31,586,210	31,586,210		59,382		234		59,148		1.88
Series D	2020		2.15	62,577,618	27,799,648		59,769		129		59,640		2.15
				129,788,828	95,010,858	$	128,651	$	365	$	128,286

The following table summarizes the authorized, issued and outstanding Convertible Preferred Stock of Hyperfine as of December 31, 2020 (in thousands, except share and per share information):


												Initial
		Issuance			Shares	Total						Liquidation
	Year of Class	Price		Shares	Issued and	Proceeds or		Issuance		Net Carrying		Price
Class	Issuance	per share		Authorized	Outstanding	Exchange Value		Costs		Value		per share
Series A	2014	$	0.04	25,000,000	25,000,000	$	1,000	$	2	$	999	$	0.80
Series B	2017		0.80	10,625,000	10,625,000		8,500		—		8,500		0.80
Series C	2017		1.88	31,586,210	31,586,210		59,382		234		59,148		1.88
Series D	2020		2.15	62,577,618	27,799,648		59,769		129		59,640		2.15
				129,788,828	95,010,858

The following table summarizes the authorized, issued and outstanding Convertible Preferred Stock of Hyperfine as of December 31, 2019 (in thousands, except for share and per share information):


												Initial
		Issuance			Shares	Total						Liquidation
	Year of Class	Price		Shares	Issued and	Proceeds or		Issuance		Net Carrying		Price
Class	Issuance	per share		Authorized	Outstanding	Exchange Value		Costs		Value		per share
Series A	2014	$	0.04	25,000,000	25,000,000	$	1,000	$	2	$	999	$	0.80
Series B	2017		0.80	10,625,000	10,625,000		8,500		—		8,500		0.80
Series C	2017		1.88	31,914,894	31,586,210		59,382		234		59,148		1.88
				67,539,894	67,211,210

REVENUE RECOGNITION - Information about receivables and deferred revenue from contracts with customers (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
REVENUE RECOGNITION
Accounts receivable	$ 940	$ 174
Unbilled receivables	48	0
Deferred revenue, current	$ 774	$ 158

PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Leased devices			$ 127
Property and equipment, gross	$ 4,430		2,620	$ 916
Less: Accumulated depreciation and amortization	(1,105)		(716)	(427)
Property and equipment, net	3,325		1,904	489
Depreciation and amortization expense	389	$ 204	289	141
Laboratory equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross			572	397
Research devices
Property, Plant and Equipment [Line Items]
Property and equipment, gross			486
Computer equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross			385	323
Property and equipment, gross	525		385
Construction in progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross			613	18
Property and equipment, gross	686		613
Tooling
Property, Plant and Equipment [Line Items]
Property and equipment, gross			270	21
Property and equipment, gross	292		270
Other
Property, Plant and Equipment [Line Items]
Property and equipment, gross			167	$ 157
Property and equipment, gross	$ 172		$ 167

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)			1 Months Ended	3 Months Ended	9 Months Ended
	Jan. 29, 2021 USD ($) $ / shares shares	Nov. 18, 2020 item	Dec. 31, 2020 USD ($) $ / shares shares	Mar. 31, 2021 shares	Sep. 30, 2021 USD ($) $ / shares shares	Nov. 13, 2021 USD ($)	Sep. 30, 2020 USD ($)	Dec. 31, 2019 USD ($)
Subsidiary, Sale of Stock [Line Items]
Cash held outside the Trust Account			$ 62,676,000		$ 65,475,000		$ 11,956,000	$ 26,441,000
HEALTHCOR CATALIO ACQUISITION CORP
Subsidiary, Sale of Stock [Line Items]
Sale of 20,700,000 Units, net of underwriting discounts and offering expenses (in shares) \| shares				20,700,000
Proceeds from sale of Private Placement Shares					6,140,000
Transaction Costs			11,928,907		11,928,907
Underwriting fees	$ 4,140,000		4,140,000		4,140,000
Deferred underwriting fee payable	7,245,000		7,245,000		7,245,000
Other offering costs	543,907		$ 543,907		543,907
Condition for future business combination number of businesses minimum \| item		1
Payments for investment of cash in Trust Account					$ 207,000,000
Condition for future business combination use of proceeds percentage			80		80
Obligation to redeem public shares if entity does not complete a business combination (as a percent)					100.00%
Condition for future business combination threshold percentage ownership			50		50
Condition for future business combination threshold net tangible assets			$ 5,000,001		$ 5,000,001
Redemption limit percentage without prior consent			15		15
Months to complete acquisition			24 months
Redemption period upon closure			10 days		10 days
Redemption percentage upon outstanding shares					100.00%
Maximum allowed dissolution expenses			$ 100,000		$ 100,000
Cash held outside the Trust Account					525,404
Working capital deficit					1,018,818
Legal accruals					1,900,000
Contingent payment					1,415,000
Sponsor \| HEALTHCOR CATALIO ACQUISITION CORP
Subsidiary, Sale of Stock [Line Items]
Maximum amount agreed to provide loans						$ 1,000,000
Subsequent Event \| HEALTHCOR CATALIO ACQUISITION CORP
Subsidiary, Sale of Stock [Line Items]
Transaction Costs	$ 11,928,907
Private Placement Warrants \| HEALTHCOR CATALIO ACQUISITION CORP
Subsidiary, Sale of Stock [Line Items]
Proceeds from sale of Private Placement Shares					$ 4,410,000
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Obligation to redeem public shares if entity does not complete a business combination (as a percent)			100.00%
Public Warrants \| HEALTHCOR CATALIO ACQUISITION CORP
Subsidiary, Sale of Stock [Line Items]
Obligation to redeem public shares if entity does not complete a business combination (as a percent)			100.00%
Initial Public Offering \| HEALTHCOR CATALIO ACQUISITION CORP
Subsidiary, Sale of Stock [Line Items]
Sale of 20,700,000 Units, net of underwriting discounts and offering expenses (in shares) \| shares	20,700,000				20,700,000
Purchase price, per unit \| $ / shares	$ 10.00		$ 10.00		$ 10.00
Proceeds from issuance initial public offering	$ 207,000,000
Payments for investment of cash in Trust Account	$ 207,000,000
Initial Public Offering \| Public Warrants \| Subsequent Event \| HEALTHCOR CATALIO ACQUISITION CORP
Subsidiary, Sale of Stock [Line Items]
Sale of 20,700,000 Units, net of underwriting discounts and offering expenses (in shares) \| shares	20,700,000
Purchase price, per unit \| $ / shares	$ 10.00
Proceeds from issuance initial public offering	$ 207,000,000
Payments for investment of cash in Trust Account	$ 207,000,000
Private Placement \| HEALTHCOR CATALIO ACQUISITION CORP
Subsidiary, Sale of Stock [Line Items]
Proceeds from sale of Private Placement Shares			$ 4,410,000		$ 4,410,000
Private Placement \| Private Placement Warrants \| HEALTHCOR CATALIO ACQUISITION CORP
Subsidiary, Sale of Stock [Line Items]
Sale of 614,000 Private Placement Units, Net \| shares			614,000	614,000	614,000
Price of warrant \| $ / shares			$ 10.00		$ 10.00
Proceeds from sale of Private Placement Shares			$ 6,140,000		$ 6,140,000
Over-allotment option \| HEALTHCOR CATALIO ACQUISITION CORP
Subsidiary, Sale of Stock [Line Items]
Sale of 20,700,000 Units, net of underwriting discounts and offering expenses (in shares) \| shares	2,700,000				2,700,000
Purchase price, per unit \| $ / shares	$ 10.00
Over-allotment option \| Private Placement Warrants \| HEALTHCOR CATALIO ACQUISITION CORP
Subsidiary, Sale of Stock [Line Items]
Sale of 614,000 Private Placement Units, Net \| shares					614,000
Price of warrant \| $ / shares					$ 10.00
Proceeds from sale of Private Placement Shares					$ 6,140,000
Over-allotment option \| Public Warrants \| Subsequent Event \| HEALTHCOR CATALIO ACQUISITION CORP
Subsidiary, Sale of Stock [Line Items]
Sale of 20,700,000 Units, net of underwriting discounts and offering expenses (in shares) \| shares	2,700,000
Purchase price, per unit \| $ / shares	$ 10.00

FAIR VALUE OF FINANCIAL INSTRUMENTS

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

FAIR VALUE MEASUREMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS

4. FAIR VALUE OF FINANCIAL INSTRUMENTS

Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access.

There were no transfers between fair value measurement levels during the nine months ended September 30, 2021 and December 31, 2020.

The Company determines that notes payable is classified as Level 2 and the relevant fair value approximates its carrying amount since it bears interest at rates that approximate current market rates.

4. FAIR VALUE OF FINANCIAL INSTRUMENTS

Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access.

There were no transfers between fair value measurement levels during the years ended December 31, 2020 and 2019.

The Company determines that Notes Payable is classified as Level 2 and the relevant fair value approximates its carrying amount since it bears interest at rates that approximate current market rates.

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Schedule of Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consist of the following:


	September 30,		December 31,
	2021		2020
Bonus	$	1,535	$	501
Contracted services		883		456
Legal fees		435		282
Commission		340		—
Other		101		25
Total accrued expenses and other current liabilities	$	3,294	$	1,264

Accrued expenses and other current liabilities consist of the following at December 31:


	2020		2019
Bonus	$	501	$	110
Contracted services		456		152
Legal fees		282		228
Other		25		1
Total accrued expenses and other current liabilities	$	1,264	$	491

CONDENSED STATEMENTS OF OPERATIONS - USD ($)

1 Months Ended

3 Months Ended

6 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Jun. 30, 2021

Mar. 31, 2021

Jun. 30, 2021

Sep. 30, 2021

Sep. 30, 2020

Dec. 31, 2020

Dec. 31, 2019

$ (38,781,000)

$ (16,631,000)

$ (23,491,000)

$ (19,968,000)

Interest earned on marketable securities held in Trust Account

13,000

66,000

70,000

630,000

Loss before income taxes

(38,766,000)

(16,565,000)

(23,427,000)

(19,415,000)

Weighted average shares outstanding, shares subject to possible redemption, basic and diluted

$ (38,766,000)

$ (16,565,000)

$ (23,427,000)

$ (19,415,000)

5,229,877

4,630,574

4,651,127

4,486,484

Basic and diluted net (loss) per share, shares subject to possible redemption

$ (7.41)

$ (3.58)

$ (5.04)

$ (4.33)

Operating and formation costs

$ 5,000

$ 900,417

$ 2,494,910

(900,417)

(2,494,910)

Interest earned on marketable securities held in Trust Account

2,664

14,497

Total other income

2,664

14,497

Weighted average shares outstanding, shares subject to possible redemption, basic and diluted

$ (5,000)

$ (897,753)

$ (1,433,894)

$ (148,766)

$ (2,480,413)

^[1]

4,500,000

Basic and diluted net (loss) per share, shares subject to possible redemption

$ 0.00

Class A Ordinary Shares Not Subject to Redemption | HEALTHCOR CATALIO ACQUISITION CORP

Weighted average shares outstanding, shares subject to possible redemption, basic and diluted

20,700,000

614,000

416,156

515,624

18,501,099

Basic and diluted net (loss) per share, shares subject to possible redemption

$ (0.03)

$ (0.05)

$ 0.01

$ (0.07)

$ (0.10)

Class A Ordinary Shares Subject to Redemption | HEALTHCOR CATALIO ACQUISITION CORP

Weighted average shares outstanding, shares subject to possible redemption, basic and diluted

614,000

20,700,000

14,030,000

17,383,425

548,777

Basic and diluted net (loss) per share, shares subject to possible redemption

$ (0.03)

$ (0.05)

$ (0.01)

$ (0.07)

$ (0.10)

Class B Ordinary Shares | HEALTHCOR CATALIO ACQUISITION CORP

Weighted average shares outstanding, shares subject to possible redemption, basic and diluted

5,175,000

4,957,500

5,066,851

5,103,297

Basic and diluted net (loss) per share, shares subject to possible redemption

$ (0.03)

$ (0.05)

$ (0.01)

$ (0.07)

$ (0.10)

Class B Ordinary Shares Not Subject to Redemption | HEALTHCOR CATALIO ACQUISITION CORP

Weighted average shares outstanding, shares subject to possible redemption, basic and diluted

5,175,000

5,103,297

Basic and diluted net (loss) per share, shares subject to possible redemption

$ (0.03)

$ (0.10)

[1]

NET LOSS PER SHARE - Basic and diluted net loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
NET LOSS PER SHARE
Net loss	$ (38,766)	$ (16,565)	$ (23,427)	$ (19,415)
Numerator for Basic and Dilutive EPS - Loss available to common stockholders, Basic	(38,766)	(16,565)	(23,427)	(19,415)
Numerator for Basic and Dilutive EPS - Loss available to common stockholders, Diluted	$ (38,766)	$ (16,565)	$ (23,427)	$ (19,415)
Basic and diluted weighted average ordinary share outstanding	5,229,877	4,630,574	4,651,127	4,486,484
Basic and diluted net loss per ordinary share	$ (7.41)	$ (3.58)	$ (5.04)	$ (4.33)

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

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