424B3

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-262300

PROSPECTUS SUPPLEMENT NO. 5

To Prospectus dated March 29, 2022

 

https://cdn.kscope.io/9a774a31e796e45ff8ec3a61209e4066-img14718018_0.jpg 

HYPERFINE, INC.

Up to 41,775,946 Shares of Class A Common Stock

Up to 15,055,288 Shares of Class B Common Stock

This prospectus supplement no. 5 supplements the prospectus dated March 29, 2022, as supplemented from time to time (the “Prospectus”), relating to the resale from time to time by the Selling Securityholders named in the Prospectus (the “Selling Securityholders”) of up to (i) 5,025,000 shares of Class A common stock, par value $0.0001 per share (“Class A common stock”), held by the sponsor of our predecessor company, HealthCor Catalio Acquisition Corp., a Delaware corporation (“HealthCor”), HC Sponsor LLC (the “Sponsor”), and certain of its transferees (the “Founder Shares”), (ii) 12,122,000 shares of Class A common stock issued in the PIPE Investment (as defined in the Prospectus), (iii) 23,714,946 shares of Class A common stock issued to our directors, officers and affiliates and the directors, officers and affiliates of Legacy Hyperfine (as defined in the Prospectus) pursuant to the Business Combination Agreement (as defined in the Prospectus), including shares of Class A common stock that may be issued upon the exercise of stock options (the “Options”) and the vesting of restricted stock units or upon the conversion of Class B common stock, par value $0.0001 per share (“Class B common stock”), (iv) 614,000 shares of Class A common stock issued in the Private Placement (as defined in the Prospectus), (v) 300,000 shares issued following the closing of the Business Combination (as defined in the Prospectus) in lieu of $3.0 million of deferred underwriting compensation payable to the sole bookrunning manager of HealthCor’s initial public offering (the “Letter Agreement Shares”), and (vi) 15,055,288 shares of Class B common stock issued pursuant to the Business Combination Agreement.

The Prospectus provides you with a general description of such securities and the general manner in which we and the Selling Securityholders may offer or sell the securities. More specific terms of any securities that we and the Selling Securityholders may offer or sell may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of the securities being offered and the terms of the offering. The prospectus supplement may also add, update or change information contained in the Prospectus.

We will not receive any proceeds from the sale of shares of Class A common stock or shares of Class B common stock by the Selling Securityholders, except with respect to amounts received by us upon exercise of the Options.

However, we will pay the expenses, other than any underwriting discounts and commissions, associated with the sale of securities pursuant to the Prospectus.

We registered the securities for resale pursuant to the Selling Securityholders’ registration rights under certain agreements between us and the Selling Securityholders. Our registration of the securities covered by the Prospectus does not mean that either we or the Selling Securityholders will issue, offer or sell, as applicable, any of the securities. The Selling Securityholders may offer and sell the securities covered by the Prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Securityholders may sell the shares in the section entitled “Plan of Distribution” in the Prospectus.

This prospectus supplement incorporates into the Prospectus the information contained in our attached quarterly report on Form 10-Q, which was filed with the Securities and Exchange Commission on August 11, 2022.


You should read this prospectus supplement in conjunction with the Prospectus, including any supplements and amendments thereto. This prospectus supplement is qualified by reference to the Prospectus except to the extent that the information in the prospectus supplement supersedes the information contained in the Prospectus. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any supplements and amendments thereto.

Our Class A common stock is listed on Nasdaq under the symbol “HYPR”. On August 10, 2022, the closing price of our Class A common stock was $1.8627.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 13 of the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement of the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is August 11, 2022.

 


 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 10-Q

_________________

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-39949

_________________

Hyperfine, Inc.

(Exact name of registrant as specified in its charter)

_________________

Delaware

 

98-1569027

(State or other jurisdiction of incorporation or organization)

 

(IRS Employer

Identification No.)

 

351 New Whitfield Street

Guilford, Connecticut

 

06437

(Address of principal executive offices)

 

(Zip Code)

 

(866) 796-6767

(Registrant’s telephone number, including area code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☒

Smaller reporting company ☒

 

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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

As of August 1, 2022, the registrant had 55,405,246 shares of Class A common stock outstanding and 15,055,288 shares of Class B common stock outstanding.

 

 


 

TABLE OF CONTENTS

 

 

Page

 

Cautionary Statement Regarding Forward-Looking Statements

3

PART I

FINANCIAL INFORMATION

5

Item 1.

Financial Statements

5

 

Condensed Combined and Consolidated Balance Sheets (unaudited)

5

 

Condensed Combined and Consolidated Statements of Operations and Comprehensive Loss (unaudited)

6

 

Condensed Combined and Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Equity (Deficit) (unaudited)

7

 

Condensed Combined and Consolidated Statements of Cash Flows (unaudited)

8

 

Notes to Condensed Combined and Consolidated Financial Statements (unaudited)

9

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

20

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

30

Item 4.

Controls and Procedures

31

PART II

OTHER INFORMATION

33

Item 1.

Legal Proceedings

33

Item 1A.

Risk Factors

33

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

34

Item 3.

Defaults Upon Senior Securities

34

Item 4.

Mine Safety Disclosures

34

Item 5.

Other Information

34

Item 6.

Exhibits

35

 

Signatures

37

 

EXPLANATORY NOTE

 

On December 22, 2021, HealthCor Catalio Acquisition Corp., a blank check company incorporated as a Cayman Islands exempted company with limited liability (“HealthCor” and after the Business Combination described herein, the “Company”), after domesticating as a Delaware corporation on December 21, 2021, consummated the previously announced business combination (the “Business Combination”) pursuant to the terms of the Business Combination Agreement, dated as of July 7, 2021 (the “Business Combination Agreement”), by and among HealthCor, Optimus Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of HealthCor (“Merger Sub I”), Optimus Merger Sub II, Inc., a Delaware corporation and wholly owned subsidiary of HealthCor (“Merger Sub II”), Hyperfine, Inc., a Delaware corporation (“Legacy Hyperfine”), and Liminal Sciences, Inc., a Delaware corporation (“Liminal”). On December 22, 2021, immediately upon the consummation of the Business Combination, and such completion, the “Closing”), Merger Sub I merged with and into Legacy Hyperfine (the “Hyperfine Merger”), with Hyperfine surviving the Hyperfine Merger as a wholly owned subsidiary of HealthCor, and Merger Sub II merged with and into Liminal (the “Liminal Merger”), with Liminal surviving the Liminal Merger as a wholly owned subsidiary of HealthCor. In connection with the Business Combination, HealthCor changed its name to “Hyperfine, Inc.,” Legacy Hyperfine changed its name to “Hyperfine Operations, Inc.” and Liminal changed its name to “Liminal Operations, Inc.” and subsequently to “Liminal Sciences, Inc.” Following the Closing, the Company’s Class A common stock is listed on the Nasdaq Global Market under the symbol “HYPR”. Unless the context requires otherwise, references in this report to the “Company,” “we,” “us,” and “our” refer to Hyperfine, Inc. and its wholly-owned subsidiaries, including Legacy Hyperfine and Liminal, as the case may be.

2


 

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that relate to future events or our future financial performance regarding, among other things, the plans, strategies and prospects, both business and financial, of the Company. These statements are based on the beliefs and assumptions of our management team. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates” or “intends” or similar expressions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:

the anticipated benefits of the Business Combination;
the success, cost and timing of our product development activities;
the commercialization and adoption of our existing products and the success of our future product offerings;
the potential attributes and benefits of our products and services;
our ability to obtain and maintain regulatory approval for our products, and any related restrictions and limitations of any approved product;
our ability to identify, in-license or acquire additional technology;
our ability to maintain our existing licensing, manufacturing and supply agreements;
our ability to compete with other companies currently marketing or engaged in the development of magnetic resonance imaging technologies, many of which have greater financial and marketing resources than us;
the size and growth potential of the markets for our products and services, and the ability of our products and services to serve those markets, either alone or in partnership with others;
the pricing of our products and services and reimbursement for medical procedures conducted using our products and services;
changes in applicable laws or regulations;
our estimates regarding expenses, revenue, capital requirements and needs for additional financing;
our ability to raise financing in the future;
our financial performance;
our success in retaining or recruiting, or changes required in, our officers, key employees or directors;
intense competition and competitive pressures from other companies in the industry in which we operate;
market conditions and global and economic factors;

3


 

our intellectual property rights;
the effect of legal, tax and regulatory changes; and
the impact of the COVID-19 pandemic on our business and operations.

These and other risks and uncertainties are described in greater detail under the caption “Risk Factors” in Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, in Item 1A of Part II of this quarterly report, and in other filings that we make with the Securities and Exchange Commission, or SEC. The risks described under the heading “Risk Factors” are not exhaustive. New risk factors emerge from time to time, and it is not possible to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements, which speak only as of the date hereof. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

4


 

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

HYPERFINE, INC. AND SUBSIDIARIES

CONDENSED COMBINED AND CONSOLIDATED BALANCE SHEETS (Unaudited)

(in thousands, except share and per share amounts)

 

 

 

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, less allowance of $151 and $32 as of June 30, 2022 and December 31, 2021, respectively

 

 

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 (NOTE 12)

 

 

 

 

 

 

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

 

The accompanying notes are an integral part of these condensed combined and consolidated financial statements.

 

 

 

 

 

5


 

HYPERFINE, INC. AND SUBSIDIARIES

CONDENSED COMBINED AND CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)

(in thousands, except share and per share amounts)

 

 

 

 

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

 

The accompanying notes are an integral part of these condensed combined and consolidated financial statements.

 

 

6


 

HYPERFINE, INC. AND SUBSIDIARIES

CONDENSED COMBINED AND CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (Unaudited)

(in thousands, except share amounts)

 

 

 

 

Hyperfine Convertible Preferred Stock

 

 

Liminal Convertible Preferred Stock

 

 

 

Class A Common Stock

 

 

Class B Common Stock

 

 

Additional

 

 

Accumulated

 

 

Total
Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Paid-in Capital

 

 

Deficit

 

 

Equity (Deficit)

 

Balance, December 31, 2021

 

 

 

 

$

 

 

 

 

 

$

 

 

 

 

55,277,061

 

 

$

5

 

 

 

15,055,288

 

 

$

2

 

 

$

322,540

 

 

$

(136,320

)

 

$

186,227

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(23,775

)

 

 

(23,775

)

Stock-based compensation expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,111

 

 

 

 

 

 

4,111

 

Balance, March 31, 2022

 

 

 

 

$

 

 

 

 

 

$

 

 

 

 

55,277,061

 

 

$

5

 

 

 

15,055,288

 

 

$

2

 

 

$

326,651

 

 

$

(160,095

)

 

$

166,563

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(23,159

)

 

 

(23,159

)

Issuance of restricted stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

19,220

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercise of stock options

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

16,375

 

 

 

 

 

 

 

 

 

 

 

 

2

 

 

 

 

 

 

2

 

Stock-based compensation expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7,102

 

 

 

 

 

 

7,102

 

Balance, June 30, 2022

 

 

 

 

$

 

 

 

 

 

$

 

 

 

 

55,312,656

 

 

$

5

 

 

 

15,055,288

 

 

$

2

 

 

$

333,755

 

 

$

(183,254

)

 

$

150,508

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hyperfine Convertible Preferred Stock

 

 

Liminal Convertible Preferred Stock

 

 

 

Class A Common Stock

 

 

Class B Common Stock

 

 

Additional

 

 

Accumulated

 

 

Total
Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Paid-in Capital

 

 

Deficit

 

 

Equity (Deficit)

 

Balance, December 31, 2020

 

 

95,010,858

 

 

$

128,286

 

 

 

 

 

$

 

 

 

 

1,576,137

 

 

$

 

 

 

 

 

$

 

 

$

10,415

 

 

$

(71,469

)

 

$

(61,054

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(7,794

)

 

 

(7,794

)

Issuance of Series D convertible preferred stock, net of issuance costs

 

 

14,171,333

 

 

 

30,461

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment from 4Bionics, LLC

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

700

 

 

 

 

 

 

700

 

Exercise of stock options

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

41,958

 

 

 

 

 

 

 

 

 

 

 

 

49

 

 

 

 

 

 

49

 

Stock-based compensation expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

267

 

 

 

 

 

 

267

 

Balance, March 31, 2021

 

 

109,182,191

 

 

$

158,747

 

 

 

 

 

$

 

 

 

 

1,618,095

 

 

$

 

 

 

 

 

$

 

 

$

11,431

 

 

$

(79,263

)

 

$

(67,832

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(14,580

)

 

 

(14,580

)

Investment from 4Bionics, LLC

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,816

 

 

 

 

 

 

2,816

 

Conversion of Liminal Common stock

 

 

 

 

 

 

 

 

57,500,000

 

 

 

9,350

 

 

 

 

(180

)

 

 

 

 

 

 

 

 

 

 

 

(9,350

)

 

 

 

 

 

(9,350

)

Exercise of stock options

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

70,932

 

 

 

 

 

 

 

 

 

 

 

 

149

 

 

 

 

 

 

149

 

Stock-based compensation expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,489

 

 

 

 

 

 

1,489

 

Balance, June 30, 2021

 

 

109,182,191

 

 

$

158,747

 

 

 

57,500,000

 

 

$

9,350

 

 

 

 

1,688,847

 

 

$

 

 

 

 

 

$

 

 

$

6,535

 

 

$

(93,843

)

 

$

(87,308

)

The accompanying notes are an integral part of these condensed combined and consolidated financial statements.

 

 

7


 

HYPERFINE, INC. AND SUBSIDIARIES

CONDENSED COMBINED AND CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in thousands)

 

 

 

 

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