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 14, 2019
RESTORATION ROBOTICS, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
001-38238 |
06-1681204 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
128 Baytech Drive
San Jose, California
(408) 883-6888
(Address including zip code, and telephone number including area code of principal executive offices)
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:
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Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
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Common Stock, $0.0001 par value per share |
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HAIR |
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The Nasdaq Global Market |
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. ☐
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Item 2.02 |
Results of Operations and Financial Condition. |
On August 14, 2019, the Company issued a press release relating to its financial results for the three and six months ended June 30, 2019. The full text of the press release is furnished herewith as Exhibit 99.1.
The information in this Item 2.02 of this Form 8-K and the Exhibit 99.1 attached hereto shall not be deemed “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, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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Item 9.01 |
Financial Statements and Exhibits. |
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Exhibit No. |
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Description |
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99.1 |
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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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RESTORATION ROBOTICS, INC. |
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Date: August 14, 2019 |
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By: |
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/s/ Ryan Rhodes Ryan Rhodes President and Chief Executive Officer |
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Exhibit 99.1
Restoration Robotics® and Venus Concept Provide Merger Update
Restoration Robotics Announces Second Quarter Results
SAN JOSE, CA and TORONTO, August 14, 2019 (GLOBE NEWSWIRE) – Restoration Robotics, Inc. (NASDAQ:HAIR), a global leader in robotic hair restoration, and Venus Concept Ltd. (“Venus Concept”), a privately-held global aesthetic technology leader, provided an update on their pending merger and Restoration Robotics announced today its financial results for the second quarter ended June 30, 2019. Venus Concept will separately announce preliminary unaudited second quarter and year-to-date results.
Merger Update
On March 15, 2019, Restoration Robotics and Venus Concept announced that they entered into a definitive merger agreement to combine the companies in an all-stock transaction. The transaction is expected to close in either September or October of 2019, subject to the satisfaction of customary closing conditions, including the approval by the stockholders of each of Restoration Robotics and Venus Concept and the receipt of all necessary regulatory approvals. Restoration Robotics filed an amended proxy statement/prospectus on Form S-4 on July 29, 2019 responding to the Securities and Exchange Commission (SEC) reviewer comments.
Restoration Robotics Second Quarter 2019 Results
Restoration Robotics, Inc., is a medical device company developing and commercializing the ARTAS® and ARTAS iX™ Robotic Hair Restoration System. Revenue in the second quarter of 2019 was $2.9 million, a 47% decline from $5.5 million in the second quarter of 2018. Gross margin in the second quarter of 2019 was 42% compared to 54% in the second quarter of 2018. The change in gross margin for the second quarter was driven by excess inventory charge in the period. Net loss for the second quarter of 2019 was $(7.9) million, or $(0.19) per share, compared with a net loss of $(6.2) million, or $(0.21) per share, for the second quarter of 2018.
Forward-Looking Statements
Statements made in this press release that are not statements of historical fact are forward-looking statements. Forward-looking statements are subject to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are commonly identified by words such as “would,” “may,” “expects,” “believes,” “plans,” “intends,” “projects” and other terms with similar meaning. Investors are cautioned that the forward-looking statements in this document are based on current beliefs, assumptions and expectations, speak only as of the date of this document and involve risks and uncertainties that could cause actual
128 Baytech Drive | San Jose, CA 95134 | T +1 408.883.6888
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results to differ materially from current expectations. Such statements, including our expectations regarding the timing of the merger closing are subject to certain known and unknown risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results and other future events to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. Material factors that could cause actual results to differ materially from current expectations include, without limitation, the following: the progress of our commercialization, marketing and manufacturing capabilities; and the timing or likelihood of regulatory filings and approvals for ARTAS for use in transplanting of hair. These factors, together with those that are described in greater detail in our Quarterly Report on Form 10-Q for the first quarter of 2019 that was filed on May 15, 2019 and as amended on July 9, 2019, as well as any reports that we may file with the SEC in the future including our Quarterly Report on Form 10-Q for the second quarter of 2019, may cause our actual results, performance or achievements to differ materially and adversely from those anticipated or implied by our forward-looking statements. We expressly disclaim any obligation, except as required by law, or undertaking to update or revise any such forward-looking statements. We expressly disclaim any obligation, except as required by law, or undertaking to update or revise any such forward-looking statements.
Media Contact
The Ruth Group
Kirsten Thomas
kthomas@theruthgroup.com
646-536-7000
Investor Contact
The Ruth Group
Carol Ruth/Kaitlyn Brosco
cruth@theruthgroup.com/kbrosco@theruthgroup.com
646-536-7000
128 Baytech Drive | San Jose, CA 95134 | T +1 408.883.6888
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Condensed Consolidated Statements of Operations
(Unaudited)
(in thousands, except for shares and per share data)
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Three Months Ended |
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Six Months Ended |
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June 30, |
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June 30, |
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2019 |
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2018 |
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2019 |
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2018 |
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Revenue |
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$ |
2,931 |
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$ |
5,475 |
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$ |
8,325 |
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$ |
10,480 |
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Cost of revenue |
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1,711 |
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2,514 |
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4,168 |
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5,699 |
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Gross profit |
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1,220 |
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2,961 |
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4,157 |
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4,781 |
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Operating expenses: |
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Sales and marketing |
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4,166 |
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4,365 |
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8,736 |
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8,749 |
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Research and development |
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1,481 |
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2,153 |
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2,969 |
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4,278 |
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General and administrative |
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1,574 |
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1,617 |
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3,566 |
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3,968 |
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Merger related expenses |
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1,057 |
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— |
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2,558 |
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— |
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Total operating expenses |
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8,278 |
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8,135 |
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17,829 |
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16,995 |
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Loss from operations |
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(7,058 |
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(5,174 |
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(13,672 |
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(12,214 |
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Other expense, net: |
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Interest expense |
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(816 |
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(500 |
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(1,582 |
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(858 |
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Other expense, net |
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(8 |
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(559 |
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(54 |
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(579 |
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Total other expense, net |
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(824 |
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(1,059 |
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(1,636 |
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(1,437 |
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Net loss before provision for income taxes |
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(7,882 |
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(6,233 |
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(15,308 |
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(13,651 |
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Provision for income taxes |
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10 |
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11 |
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24 |
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24 |
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Net loss attributable to common stockholders |
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$ |
(7,892 |
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$ |
(6,244 |
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$ |
(15,332 |
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$ |
(13,675 |
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Net loss per share attributable to common stockholders, basic and diluted |
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$ |
(0.19 |
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$ |
(0.21 |
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$ |
(0.38 |
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$ |
(0.47 |
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Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted |
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40,843,166 |
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29,080,414 |
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40,798,338 |
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29,038,730 |
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128 Baytech Drive | San Jose, CA 95134 | T +1 408.883.6888
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Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands, except for shares and per share data)
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June 30, |
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December 31, |
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2019 |
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2018 |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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$ |
9,717 |
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$ |
16,122 |
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Accounts receivable, net |
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4,364 |
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6,569 |
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Inventory |
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6,482 |
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5,522 |
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Prepaid expenses and other current assets |
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998 |
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1,278 |
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Total current assets |
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21,561 |
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29,491 |
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Property and equipment, net |
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1,400 |
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1,299 |
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Restricted cash |
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83 |
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83 |
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Other assets |
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131 |
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100 |
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TOTAL ASSETS |
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$ |
23,175 |
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$ |
30,973 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
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CURRENT LIABILITIES: |
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Accounts payable |
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$ |
5,905 |
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$ |
3,815 |
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Accrued compensation |
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1,504 |
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1,771 |
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Other accrued liabilities |
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1,988 |
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2,337 |
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Deferred revenue |
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1,259 |
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1,407 |
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Current portion of long-term debt, net |
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3,928 |
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49 |
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Total current liabilities |
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14,584 |
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9,379 |
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Other long-term liabilities |
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686 |
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594 |
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Related party convertible promissory notes |
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5,000 |
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— |
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Long-term debt, net |
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15,887 |
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19,418 |
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TOTAL LIABILITIES |
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36,157 |
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29,391 |
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STOCKHOLDERS’ EQUITY (DEFICIT): |
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Convertible preferred stock, $0.0001 par value; 10,000,000 shares authorized, and no shares issued and outstanding as of June 30, 2019 and December 31, 2018 |
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— |
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— |
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Common stock, $0.0001 par value; 300,000,000 shares authorized as of June 30, 2019 and December 31, 2018; 40,857,012 and 40,677,012 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively |
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4 |
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4 |
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Additional paid-in capital |
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195,559 |
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194,841 |
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Accumulated other comprehensive loss |
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— |
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(50 |
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Accumulated deficit |
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(208,545 |
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(193,213 |
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TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) |
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(12,982 |
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1,582 |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
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$ |
23,175 |
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$ |
30,973 |
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128 Baytech Drive | San Jose, CA 95134 | T +1 408.883.6888