8-K
0001833769false00018337692022-08-102022-08-10

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 10, 2022

 

 

Hyperfine, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-39949

98-1569027

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

351 New Whitfield Street

 

Guilford, Connecticut

 

06437

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (866) 796-6767

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Class A common stock, $0.0001 par value per share

 

HYPR

 

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 


Item 2.02 Results of Operations and Financial Condition.

On August 10, 2022, Hyperfine, Inc. (the “Company”) issued a press release announcing its results for the second quarter ended June 30, 2022. A copy of the press release is furnished as Exhibit 99.1 hereto.

 

The information in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

Number

 

Description

99.1

 

Press Release dated August 10, 2022

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

 

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

HYPERFINE, INC.

 

 

 

 

Date:

August 10, 2022

By:

/s/ Alok Gupta

 

 

 

Alok Gupta
Chief Financial Officer

 


EX-99.1

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Hyperfine Reports Second Quarter 2022 Financial Results

 

GUILFORD, Connecticut, August 10, 2022 (GLOBE NEWSWIRE) – Hyperfine, Inc. (Nasdaq: HYPR), the creator of Swoop®, the world's first FDA-cleared portable MRI system™, today reported financial results for the quarter ended June 30, 2022. Management will host a corresponding conference call today at 1:30 p.m. Pacific Time / 4:30 p.m. Eastern Time.

“We continue to build awareness of Swoop’s immense value proposition, deepen our customer relationships, and drive adoption in new hospitals,” said Scott Huennekens, Interim President and CEO of Hyperfine. “We placed 9 commercial systems in the second quarter, including through our recent expansion to Australia and New Zealand – a new geography for Hyperfine – and we continue to build our pipeline for the second half of the year and beyond.”

 

Second Quarter 2022 Financial Results

Revenues for the second quarter of 2022 were $1.533 million, compared to $0.358 million in the second quarter of 2021.
Gross margin for the second quarter of 2022 was $(0.165) million, compared to $(0.099) million in the second quarter of 2021.
Research and development expenses for the second quarter of 2022 were $7.265 million, compared to $6.037 million in the second quarter of 2021.
Sales, marketing, general, and administrative expenses for the second quarter of 2022 were $15.762 million, compared to $8.450 million in the second quarter of 2021.
Net loss for the second quarter was $23.159 million, equating to a net loss of $0.33 per share, as compared to a net loss of $14.580 million, or a net loss of $8.80 per share, for the second quarter of 2021.

 

Six Months Financial Results

Revenues for the six months ended June 30, 2022 were $3.042 million, compared to $0.689 million in the six months ended June 30, 2021.
Gross margin for the six months ended June 30, 2022 was $(0.081) million, compared to $(0.376) million in the six months ended June 30, 2021.
Research and development expenses for the six months ended June 30, 2022 were $15.599 million, compared to $10.511 million in the six months ended June 30, 2021.
Sales, marketing, general, and administrative expenses for the six months ended June 30, 2022 were $31.283 million, compared to $11.504 million in the six months ended June 30, 2021.
Net loss for the six months ended June 30, 2022 was $46.934 million, equating to a net loss of $0.67 per share, as compared to a net loss of $22.374 million, or a net loss of $13.72 per share, for the six months ended June 30, 2021.

 

 

 

 


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Commercial System Installations

Hyperfine installed 9 commercial Swoop systems in the second quarter, bringing total year-to-date commercial installations* to 20 systems.
Hyperfine has now installed 47 commercial systems launch-to-date and maintains a total installed base* of 92 systems globally.

 

* The Swoop total installed base consists of three components: Commercial system installations (which make up total revenue), grant fulfillment installations, and research unit installations. The Swoop total installed base (or total installed units) is the number of Swoop devices deployed to hospitals, other healthcare providers, and research institutions. We view the total installed base as a key metric of the growth of our business and is measured from period over period.

 

Recent Strategic Highlights

 

Received FDA 510(k) clearances for multiple Swoop system enhancements including two new imaging sequences which expand system capabilities using deep learning (DL) and allow shorter brain scan times for patients, as well as improved patient positioning based on customer feedback.
Launched a partnership with Viz.ai, a leading AI-powered disease detection and intelligent care coordination platform, to bring MRI to the patient’s bedside and deliver valuable insights to the clinician’s fingertips for timely decision making. Hyperfine and Viz.ai intend to focus on patient care in neuro ICUs to further decrease the time from admission to treatment by expediting clinician access to MRI imaging and increasing access to time-critical diagnostics in the acute and post-acute care phase.

 

2022 Financial Guidance

Management expects revenue for the full year 2022 to be $7 million to $8 million.
Management expects 35 to 45 commercial units installed in 2022.

Conference Call

Hyperfine will host a conference call at 1:30 p.m. PST / 4:30 p.m. ET today to discuss its second quarter 2022 financial results. Those interested in listening should register online by visiting https://investors.hyperfine.io/ and clicking on News & Events. Participants are encouraged to register more than 15 minutes before the start of the call. A live and archived audio webcast will be available through the Investors page of Hyperfine’s corporate website at https://investors.hyperfine.io/.

 

About Hyperfine

Hyperfine, Inc. is the groundbreaking medical device company that created Swoop®, the world’s first FDA-cleared portable MRI system™. Hyperfine designed Swoop to enable rapid diagnoses and treatment for every patient regardless of income, resources, or location, pushing the boundaries of conventional imaging technology and expanding patient access to life-saving care. The Swoop Portable MR Imaging System™ produces high-quality images at a lower magnetic field strength, allowing clinicians to quickly scan, diagnose, and treat patients in various clinical settings. Swoop can be wheeled directly to the patient’s bedside, plugged into a standard electrical wall outlet, and controlled by an iPad®. Designed as a complementary system to conventional MRIs at a fraction of the cost, Swoop captures images in minutes, providing critical decision-making capabilities in emergency departments, operating rooms outside the sterile field, and intensive care units, among others.

Investor Contact

Marissa Bych

Gilmartin Group LLC

investors@hyperfine.io

 

 

 


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Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Hyperfine’s actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, expectations about Hyperfine’s financial and operating results, the benefits of Hyperfine’s products and services, and Hyperfine’s future performance and its ability to implement its strategy. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside of Hyperfine’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: the success, cost and timing of Hyperfine product development and commercialization activities, including the degree that Swoop is accepted and used by healthcare professionals; the impact of COVID-19 on Hyperfine’s business; the inability to maintain the listing of Hyperfine’s Class A common stock on the Nasdaq following the recently completed business combination; the inability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition and Hyperfine’s ability to grow and manage growth profitably and retain its key employees; changes in applicable laws or regulations; the inability of Hyperfine to raise financing in the future; the inability of Hyperfine to obtain and maintain regulatory clearance or approval for its products, and any related restrictions and limitations of any cleared or approved product; the inability of Hyperfine to identify, in-license or acquire additional technology; the inability of Hyperfine to maintain its existing or future license, manufacturing, supply and distribution agreements and to obtain adequate supply of its products; the inability of Hyperfine to compete with other companies currently marketing or engaged in the development of products and services that Hyperfine is currently marketing or developing; the size and growth potential of the markets for Hyperfine’s products and services, and its ability to serve those markets, either alone or in partnership with others; the pricing of Hyperfine’s products and services and reimbursement for medical procedures conducted using Hyperfine’s products and services; Hyperfine’s estimates regarding expenses, future revenue, capital requirements and needs for additional financing; Hyperfine’s financial performance; and other risks and uncertainties indicated from time to time in Hyperfine’s filings with the Securities and Exchange Commission, including those under “Risk Factors” therein. Hyperfine cautions readers that the foregoing list of factors is not exclusive and that readers should not place undue reliance upon any forward-looking statements, which speak only as of the date made. Hyperfine does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

 


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HYPERFINE, INC. AND SUBSIDIARIES

CONDENSED COMBINED AND CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

(Unaudited)

 

 

June 30,
2022

 

 

December 31,
2021

 

ASSETS

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

Cash and cash equivalents

 

$

145,104

 

 

$

188,498

 

Restricted cash

 

 

1,604

 

 

 

2,662

 

Accounts receivable, net

 

 

1,987

 

 

 

553

 

Unbilled receivables

 

 

1,118

 

 

 

91

 

Inventory

 

 

4,646

 

 

 

4,310

 

Prepaid expenses and other current assets

 

 

2,570

 

 

 

1,357

 

Due from related parties

 

 

2

 

 

 

14

 

Total current assets

 

$

157,031

 

 

$

197,485

 

Property and equipment, net

 

 

3,498

 

 

 

3,753

 

Other long term assets

 

 

1,179

 

 

 

1,235

 

Total assets

 

$

161,708

 

 

$

202,473

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

Accounts payable

 

$

1,697

 

 

$

2,248

 

Deferred grant funding

 

 

1,604

 

 

 

2,662

 

Deferred revenue

 

 

964

 

 

 

730

 

Due to related parties

 

 

81

 

 

 

1,981

 

Accrued expenses and other current liabilities

 

 

6,109

 

 

 

8,115

 

Total current liabilities

 

$

10,455

 

 

$

15,736

 

Long term deferred revenue

 

 

745

 

 

 

510

 

Total liabilities

 

$

11,200

 

 

$

16,246

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

STOCKHOLDERS' EQUITY

 

 

 

 

 

 

Class A Common stock, $.0001 par value; 600,000,000 shares authorized; 55,312,656 and 55,277,061 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively

 

 

5

 

 

 

5

 

Class B Common stock, $.0001 par value; 27,000,000 shares authorized; 15,055,288 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively

 

 

2

 

 

 

2

 

Additional paid-in capital

 

 

333,755

 

 

 

322,540

 

Accumulated deficit

 

 

(183,254

)

 

 

(136,320

)

Total stockholders' equity

 

$

150,508

 

 

$

186,227

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 

$

161,708

 

 

$

202,473

 

 

 


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HYPERFINE, INC. AND SUBSIDIARIES

CONDENSED COMBINED AND CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except share and per share amounts)

(Unaudited)

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Sales

 

 

 

 

 

 

 

 

 

 

 

 

Device

 

$

1,168

 

 

$

152

 

 

$

2,360

 

 

$

321

 

Service

 

 

365

 

 

 

206

 

 

 

682

 

 

 

368

 

Total sales

 

$

1,533

 

 

$

358

 

 

$

3,042

 

 

$

689

 

Cost of sales

 

 

 

 

 

 

 

 

 

 

 

 

Device

 

$

1,259

 

 

$

364

 

 

$

2,296

 

 

$

912

 

Service

 

 

439

 

 

 

93

 

 

 

827

 

 

 

153

 

Total cost of sales

 

$

1,698

 

 

$

457

 

 

$

3,123

 

 

$

1,065

 

Gross margin

 

 

(165

)

 

 

(99

)

 

 

(81

)

 

 

(376

)

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

$

7,265

 

 

$

6,037

 

 

$

15,599

 

 

$

10,511

 

General and administrative

 

 

12,012

 

 

 

6,663

 

 

 

23,372

 

 

 

8,521

 

Sales and marketing

 

 

3,750

 

 

 

1,787

 

 

 

7,911

 

 

 

2,983

 

Total operating expenses

 

 

23,027

 

 

 

14,487

 

 

 

46,882

 

 

 

22,015

 

Loss from operations

 

$

(23,192

)

 

$

(14,586

)

 

$

(46,963

)

 

$

(22,391

)

Interest income

 

$

32

 

 

$

5

 

 

$

33

 

 

$

10

 

Other income (expense), net

 

 

1

 

 

 

1

 

 

 

(4

)

 

 

7

 

Loss before provision for income taxes

 

$

(23,159

)

 

$

(14,580

)

 

$

(46,934

)

 

$

(22,374

)

Provision for income taxes

 

 

 

 

 

 

 

 

 

 

 

 

Net loss and comprehensive loss

 

$

(23,159

)

 

$

(14,580

)

 

$

(46,934

)

 

$

(22,374

)

Net loss per common share attributable to common stockholders, basic and diluted

 

$

(0.33

)

 

$

(8.80

)

 

$

(0.67

)

 

$

(13.72

)

Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted

 

 

70,350,178

 

 

 

1,657,345

 

 

 

70,341,411

 

 

 

1,630,190

 

 

 


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HYPERFINE, INC. AND SUBSIDIARIES

CONDENSED COMBINED AND CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)

(Unaudited)

 

 

Six months ended June 30,

 

 

 

2022

 

 

2021

 

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$

(46,934

)

 

$

(22,374

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

516

 

 

 

218

 

Stock-based compensation expense

 

 

11,213

 

 

 

1,756

 

Write-down of inventory

 

 

 

 

 

33

 

Payments received on net investment in lease

 

 

4

 

 

 

5

 

Changes in assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

(1,434

)

 

 

(263

)

Unbilled receivables

 

 

(1,027

)

 

 

(39

)

Inventory

 

 

(336

)

 

 

(449

)

Prepaid expenses and other current assets

 

 

(1,213

)

 

 

(357

)

Due from related parties

 

 

12

 

 

 

1,279

 

Other assets - related party

 

 

 

 

 

193

 

Other long term assets

 

 

52

 

 

 

(20

)

Accounts payable

 

 

(551

)

 

 

196

 

Deferred grant funding

 

 

(1,058

)

 

 

(322

)

Deferred revenue

 

 

469

 

 

 

554

 

Due to related parties

 

 

(1,900

)

 

 

(50

)

Accrued expenses and other current liabilities

 

 

(2,013

)

 

 

536

 

Net cash used in operating activities

 

$

(44,200

)

 

$

(19,104

)

Cash flows from investing activities:

 

 

 

 

 

 

Purchases of fixed assets

 

 

(254

)

 

 

(675

)

Net cash used in investing activities

 

$

(254

)

 

$

(675

)

Cash flows from financing activities:

 

 

 

 

 

 

Proceeds from exercise of stock options

 

 

2

 

 

 

198

 

Proceeds from issuance of Series D convertible preferred stock

 

 

 

 

 

30,468

 

Stock issuance costs related to Series D convertible preferred stock

 

 

 

 

 

(7

)

Investment from 4Bionics, LLC

 

 

 

 

 

3,516

 

Net cash provided by financing activities

 

$

2

 

 

$

34,175

 

Net (decrease) increase in cash and cash equivalents and restricted cash

 

 

(44,452

)

 

 

14,396

 

Cash, cash equivalents and restricted cash, beginning of period

 

 

191,160

 

 

 

64,286

 

Cash, cash equivalents and restricted cash, end of period

 

$

146,708

 

 

$

78,682

 

Reconciliation of cash, cash equivalents, and restricted cash
reported in the statement of financial position

 

 

 

 

 

 

Cash and cash equivalents

 

$

145,104

 

 

$

77,394

 

Restricted cash

 

 

1,604

 

 

 

1,288

 

Total cash, cash equivalents and restricted cash

 

$

146,708

 

 

$

78,682

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

Cash received from exchange of research and development tax credits

 

$

 

 

$

324

 

Supplemental disclosure of noncash information:

 

 

 

 

 

 

Write-off of notes receivable

 

$

90

 

 

$