HYPR Hyperfine Inc

 

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, 2023

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 7, 2023, the registrant had 56,289,538 shares of Class A common stock outstanding and 15,055,288 shares of Class B common stock outstanding.

 

 

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TABLE OF CONTENTS

 

		Page
	Cautionary Statement Regarding Forward-Looking Statements	3
PART I	FINANCIAL INFORMATION	5
Item 1.	Financial Statements	5
	Condensed Consolidated Balance Sheets (unaudited)	5
	Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited)	6
	Condensed Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Equity (unaudited)	7
	Condensed Consolidated Statements of Cash Flows (unaudited)	8
	Notes to Condensed Consolidated Financial Statements (unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
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	33
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Mine Safety Disclosures	33
Item 5.	Other Information	33
Item 6.	Exhibits	34
	Signatures	35

 

All brand names or trademarks appearing in this report are the property of their respective holders. Use or display by us of other parties’ trademarks, trade dress, or products in this report is not intended to, and does not, imply a relationship with, or endorsements or sponsorship of, us by the trademark or trade dress owners. 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 Hyperfine Operations, Inc., or Legacy Hyperfine, and Liminal Sciences, Inc., or Liminal, as the case may be.

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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:

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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, 2022, in Item 1A of Part II of this Quarterly Report on Form 10-Q, and in other filings that we make with the Securities and Exchange Commission (the “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.

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PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

HYPERFINE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(in thousands, except share and per share amounts)

		June 30, 2023				December 31, 2022
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	93,948			$	117,472
Restricted cash			969				771
Accounts receivable, less allowance of $175 and $180 as of June 30, 2023 and December 31, 2022, respectively			3,948				2,103
Unbilled receivables			663				454
Inventory			5,983				4,622
Prepaid expenses and other current assets			2,312				3,194
Due from related parties			—				48
Total current assets			107,823				128,664
Property and equipment, net			3,058				3,248
Other long term assets			1,725				2,139
Total assets		$	112,606			$	134,051
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable		$	1,372			$	678
Deferred grant funding			969				771
Deferred revenue			1,490				1,378
Due to related parties			45				—
Accrued expenses and other current liabilities			4,159				5,976
Total current liabilities			8,035				8,803
Long term deferred revenue			1,280				1,526
Total liabilities			9,315				10,329
COMMITMENTS AND CONTINGENCIES (NOTE 12)
STOCKHOLDERS' EQUITY
Class A Common stock, $.0001 par value; 600,000,000 shares authorized; 56,284,538  and 55,622,488 shares issued and outstanding at June 30, 2023 and December 31, 2022, 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, 2023 and December 31, 2022, respectively			2				2
Additional paid-in capital			335,565				333,199
Accumulated deficit			(232,281	)			(209,484	)
Total stockholders' equity			103,291				123,722
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	112,606			$	134,051

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

 

 

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HYPERFINE, INC. AND SUBSIDIARIES

CONDENSED 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,
		2023				2022				2023				2022
Sales
Device		$	2,810			$	1,168			$	4,942			$	2,360
Service			571				365				1,074				682
Total sales			3,381				1,533				6,016				3,042
Cost of sales
Device			1,549				1,259				2,620				2,296
Service			388				439				797				827
Total cost of sales			1,937				1,698				3,417				3,123
Gross margin			1,444				(165	)			2,599				(81	)
Operating Expenses:
Research and development			5,331				7,265				10,792				15,599
General and administrative			5,306				12,012				11,488				23,372
Sales and marketing			2,499				3,750				5,046				7,911
Total operating expenses			13,136				23,027				27,326				46,882
Loss from operations			(11,692	)			(23,192	)			(24,727	)			(46,963	)
Interest income			1,030				32				1,899				33
Other income (expense), net			25				1				31				(4	)
Loss before provision for income taxes			(10,637	)			(23,159	)			(22,797	)			(46,934	)
Provision for income taxes			—				—				—				—
Net loss and comprehensive loss		$	(10,637	)		$	(23,159	)		$	(22,797	)		$	(46,934	)
Net loss per common share attributable to common stockholders, basic and diluted		$	(0.15	)		$	(0.33	)		$	(0.32	)		$	(0.67	)
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted			71,201,170				70,350,178				71,033,629				70,341,411

 

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

 

 

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HYPERFINE, INC. AND SUBSIDIARIES

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

(in thousands, except share amounts)

 

		Class A Common Stock								Class B Common Stock								Additional				Accumulated				Total Stockholders'
		Shares				Amount				Shares				Amount				Paid-in Capital				Deficit				Equity
Balance, December 31, 2022			55,622,488			$	5				15,055,288			$	2			$	333,199			$	(209,484	)		$	123,722
Net loss			—				—				—				—				—				(12,160	)			(12,160	)
Issuance of restricted stock			324,296				—				—				—				—				—				—
Exercise of stock options			54,211				—				—				—				49				—				49
Stock-based compensation expense			—				—				—				—				1,126				—				1,126
Balance, March 31, 2023			56,000,995				5				15,055,288				2				334,374				(221,644	)			112,737
Net loss			—				—				—				—				—				(10,637	)			(10,637	)
Issuance of restricted stock			219,887				—				—				—				—				—				—
Exercise of stock options			63,656				—				—				—				58				—				58
Stock-based compensation expense			—				—				—				—				1,133				—				1,133
Balance, June 30, 2023			56,284,538			$	5				15,055,288			$	2			$	335,565			$	(232,281	)		$	103,291
		Class A Common Stock								Class B Common Stock								Additional				Accumulated				Total Stockholders'
		Shares				Amount				Shares				Amount				Paid-in Capital				Deficit				Equity
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

 

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

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HYPERFINE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in thousands)

		Six Months Ended June 30,
		2023				2022
Cash flows from operating activities:
Net loss		$	(22,797	)		$	(46,934	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation			513				516
Stock-based compensation expense			2,259				11,213
Loss on disposal of property and equipment			100				—
Payments received on net investment in lease			4				4
Changes in assets and liabilities:
Accounts receivable			(1,845	)			(1,434	)
Unbilled receivables			(209	)			(1,027	)
Inventory			(1,537	)			(336	)
Prepaid expenses and other current assets			946				(1,213	)
Due from related parties			48				12
Prepaid inventory			281				—
Other long term assets			129				52
Accounts payable			666				(551	)
Deferred grant funding			198				(1,058	)
Deferred revenue			(134	)			469
Due to related parties			45				(1,900	)
Accrued expenses and other current liabilities			(1,817	)			(2,013	)
Net cash used in operating activities			(23,150	)			(44,200	)
Cash flows from investing activities:
Purchases of property and equipment			(283	)			(254	)
Net cash used in investing activities			(283	)			(254	)
Cash flows from financing activities:
Proceeds from exercise of stock options			107				2
Net cash provided by financing activities			107				2
Net decrease in cash and cash equivalents and restricted cash			(23,326	)			(44,452	)
Cash, cash equivalents and restricted cash, beginning of period			118,243				191,160
Cash, cash equivalents and restricted cash, end of period			94,917				146,708
Reconciliation of cash, cash equivalents, and restricted cash reported in the balance sheets
Cash and cash equivalents			93,948				145,104
Restricted cash			969				1,604
Total cash, cash equivalents and restricted cash		$	94,917			$	146,708
Supplemental disclosure of noncash information:
Noncash acquisition of fixed assets		$	28			$	—
Write-off of notes receivable		$	—			$	90

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

 

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HYPERFINE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(all amounts are in thousands, except share and per share amounts)

 

 

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HYPERFINE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(all amounts are in thousands, except share and per share amounts)

 

 

 

 

 

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HYPERFINE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(all amounts are in thousands, except share and per share amounts)

 

 

 

 

 

 

 

 

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HYPERFINE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(all amounts are in thousands, except share and per share amounts)

 

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of our condensed consolidated results of operations and financial condition. The discussion should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto contained in this Quarterly Report on Form 10-Q and the consolidated financial statements and notes thereto for the year ended December 31, 2022 contained in our Annual Report on Form 10-K filed with the SEC on March 22, 2023. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” sections of our Annual Report on Form 10-K for the year ended December 31, 2022, and of this Quarterly Report on Form 10-Q. Actual results may differ materially from those contained in any forward-looking statements. Unless the context otherwise requires, references to “we”, “us”, “our”, and “the Company” are intended to mean the business and operations of Hyperfine, Inc. and its consolidated subsidiaries. The unaudited condensed consolidated financial statements for the three and six months ended June 30, 2023 and 2022, respectively, present the financial position and results of operations of Hyperfine, Inc. and its wholly owned subsidiaries.

Overview

 

We are an innovative health technology business with a mission to revolutionize patient care globally through transformational, accessible, clinically relevant diagnostic imaging and data solutions. Our Swoop® Portable Magnetic Resonance (“MR”) Imaging® System (“Swoop® system”) produces high-quality images at a lower magnetic field strength than conventional magnetic resonance imaging (“MRI”) scanners. The Swoop® system is a bedside magnetic resonance imaging device for producing images that display the internal structures of the head where full diagnostic examination is not clinically practical. When interpreted by a trained physician, these images provide information that can be useful in determining a diagnosis. The easy-to-use interface and portable design of our Swoop® system make it accessible anywhere in a hospital, clinic, or patient care site. We are working to realize our vision of providing affordable and accessible imaging of health conditions to clinicians worldwide.

 

MRI is a medical imaging technique used in radiology to image the human body’s anatomy and physiological processes. MRI is typically used in various clinical settings for medical diagnosis, the staging of disease, and follow-up treatment. Unlike X-ray computed tomography (“CT”) or positron emission tomography (“PET”), MRI does not expose patients to harmful ionizing radiation. We believe MRI offers unrivaled clarity in assessing brain structure and pathology.

 

The demand for MRI has been increasing due to the aging population and the rising prevalence of neurological, cardiovascular, and neurodegenerative conditions. Healthcare professionals and insurers recognize imaging as an effective, non-invasive diagnostic tool for evaluation and ongoing monitoring. The Swoop® system is the next generation MRI device designed to increase access to MRI in a cost-effective manner and expand the current $32 billion imaging market.

 

Despite its advantages, many healthcare institutions worldwide lack the facilities, qualified operators, and capital necessary to acquire and maintain expensive MRI devices. The Swoop® system, the world’s first MR imaging system capable of providing neuroimaging at the point of care, can inform the timely diagnosis and treatment of acute conditions within a broad range of clinical settings. We designed the Swoop® system to address the limitations of current imaging technologies and make MR imaging accessible nearly anytime and anywhere in a hospital setting. We believe the adoption of the Swoop® system by healthcare professionals has benefits across healthcare communities in both high and low resource settings.

 

The Swoop® system integrates deep learning, a form of artificial intelligence, as a component of its image processing for T1, T2 and fluid-attenuated inversion recovery (“FLAIR”) sequences. Our future product roadmap also includes development of an artificial intelligence ("AI") algorithm for our diffusion-weighted imaging (“DWI”) sequence. The integration of deep learning does not require any additional steps from the user. As a result, deep learning enhances the image quality and, consequently, the diagnostic value of images generated at ultra-low field. The algorithms are designed to improve the image quality of our scan output, while reducing the impact of scan artifacts. The images created with these algorithms were validated by expert radiologists and our latest software update has received FDA clearance. As we move forward, we are continuously investing in improving our AI-driven image quality, leveraging each imaging-focused software release to further improve the Swoop® System performance.

 

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Legacy Hyperfine received initial 510(k) clearance for brain imaging from the U.S. Food and Drug Administration (“FDA”) in 2020. In February 2023, we received 510(k) clearance from the FDA of the latest update of our Swoop® system software. This updated software significantly improves DWI image quality. The Swoop® system has since been authorized for brain imaging in several countries, including the European Union (CE marking), the United Kingdom (UKCA), Canada, Australia and New Zealand.

 

In December 2022, we suspended the development of our Liminal brain sensing platform which was the focus of Liminal and was in the early stages of development to non-invasively measure key vital signs in the brain. Also, in December 2022, we announced an organizational restructuring designed to decrease our costs and create a more streamlined organization to support our business. As a result, we terminated approximately 13% of our global workforce including, among others, the employees of our subsidiary, Liminal. In connection with the restructuring, we incurred $1.0 million of costs consisting primarily of cash severance costs, other severance benefits, fixed asset impairment costs and other related restructuring costs. We substantially completed the restructuring in the first quarter of 2023. We may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the restructuring.

 

Key Performance Metrics

 

We review the key performance measures discussed below to evaluate the business and measure performance, identify trends, formulate plans and make strategic decisions.

 

Installed Base

 

The Swoop® system total installed base consists of three components, discussed in further detail below: Commercial system installations (which make up total revenue), grant fulfillment installations, and research unit installations. The Swoop® system total installed base (or total installed units) is the number of Swoop® system devices sold to or 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. As of June 30, 2023, we had a total of 131 Swoop® systems installed, including 25 research units which are installed, at no cost to the institutions, to validate and expand clinical use cases.

 

Presented below is a breakout of total Swoop® systems installed as of June 30, 2023 and 2022:

		TOTAL INSTALLED UNITS
		As of June 30, 2023				As of June 30, 2022
Commercial systems installations			86				47
Grant fulfillment installations			20				20
			106				67
Research units			25				25
Total Installed Units			131				92

 

Commercial system installations reflect device sales and subscription services through commercial agreements (commercial sales) or through research transfer agreements ("RTA") sales. Commercial sales are made to hospitals and other healthcare providers as direct sales of devices and software subscription and support services or through subscriptions for the use of the device and software. RTA sales represent the sale of Swoop® system units for research use purposes. Our revenue for the three and six months ended June 30, 2023 and 2022 is derived from commercial sales and RTA sales.

 

Grant fulfillment installations consist of shipments of Swoop® system units to hospitals and other clinical facilities designated by the Bill & Melinda Gates Foundation (“BMGF”). The corresponding funding for these installations from BMGF is recorded as a reduction in the research and development expenses when realized during the period.

 

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Research units represent installed units, at no cost to the institutions, to expand clinical use cases. The installation of research units is recorded as a fixed asset with the related depreciation recorded as research and development expense over the life of the research unit.

 

Factors Affecting Results of Operations

 

The following factors have been important to our business and we expect them to impact our results of operations and financial condition in future periods:

 

Technical innovation

 

We have developed our Swoop® system through extensive research and development activities. Moreover, our team is dedicated to clinical support programs designed to integrate the Swoop® system into an array of diverse healthcare environments. We believe that, from our commercial and clinical experience, we are gaining invaluable insights into the Swoop system’s utility. We believe these learnings will enable us to develop new services and tools in the future. Specifically, we are keen on leveraging our strengths in AI and cloud technology to transform the system into a bedside clinical decision support platform. These ongoing efforts are designed to provide automated, streamlined insights to clinicians, ultimately reducing the time to diagnosis. Additionally, we are continuously improving our image quality and imaging capabilities. Building upon this foundation and our expertise in ultra-low field MRI, we plan to develop new imaging applications, broadening the range of clinical uses for our technology. While these technical innovations may increase our research and development expenses, we expect them to have a positive impact on our results of operations and profitability in the future.

 

Commercialization efforts on the Swoop® system

 

While our results have included revenue from outside the United States, our primary commercial focus is on the United States. Legacy Hyperfine received initial 510(k) clearance from the FDA in 2020. We are focused on building relationships and executing contracts with U.S. hospital systems. We are building a direct sales organization in the United States and have recently made changes within our sales and clinical support teams who are working in strong collaboration to increase adoption, support successful implementations and drive routine use at customer sites.

 

Expand sales in international markets

 

The countries in which we have begun commercializing our Swoop® system include Canada, Australia, New Zealand and Pakistan. We obtained a Medical Device License issued by Health Canada, UKCA certification in the United Kingdom, CE marking in the EU and regulatory authorization in Australia and New Zealand.

While we will maintain our commercial focus in the United States in 2023 and 2024, our commitment to the vision of providing affordable and accessible imaging that enables earlier detection and timely management of health conditions worldwide is currently made possible by grant funding from the BMGF. Through our engagement with BMGF, we have deployed and continue to deploy the Swoop® system in low-middle income settings without readily-accessible MRI technology. The multiple grants provided by our research partnership with BMGF, which commenced funding in the spring of 2020, support the deployment of 25 Swoop® system and accessories to investigators. At June 30, 2023, 20 Swoop® system units were provisioned and delivered to BMGF and the majority of the milestones for service deliverables were also met. The ongoing investigation is designed to provide data to validate the potential use of the Swoop® system in measuring the impact of maternal anemia, malnutrition, infection, and birth-related injury. In May 2023, we were awarded an additional grant from the BMGF to continue to develop a scalable approach to measuring neurodevelopment via low-field magnetic resonance imaging (MRI) in neonates, infants, and young children in low-to-middle income countries.

 

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Results of Operations

 

The following is a discussion of our results of operations for the three and six months ended June 30, 2023 and 2022. Our accounting policies are described under "Summary of Significant Accounting Policies" in Note 2 to our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

 

		Three Months Ended June 30,								Change				Six Months Ended June 30,								Change
($ Amounts in thousands)		2023				2022				%				2023				2022				%
Sales
Device		$	2,810			$	1,168				140.6	%		$	4,942			$	2,360				109.4	%
Service			571				365				56.4	%			1,074				682				57.5	%
Total sales			3,381				1,533				120.5	%		$	6,016			$	3,042				97.8	%
Cost of Sales
Device			1,549				1,259				23.0	%		$	2,620			$	2,296				14.1	%
Service			388				439				(11.6	)%			797				827				(3.6	)%
Cost of sales			1,937				1,698				14.1	%		$	3,417			$	3,123				9.4	%
Gross margin			1,444				(165	)		NM					2,599				(81	)		NM
Operating expenses:
Research and development			5,331				7,265				(26.6	)%		$	10,792			$	15,599				(31	)%
General and administrative			5,306				12,012				(55.8	)%			11,488				23,372				(51	)%
Sales and marketing			2,499				3,750				(33.4	)%			5,046				7,911				(36	)%
Total operating expenses			13,136				23,027				(43.0	)%			27,326				46,882				(42	)%
Loss from operations			(11,692	)			(23,192	)			(49.6	)%		$	(24,727	)		$	(46,963	)			(47	)%
Interest income			1,030				32			NM				$	1,899			$	33			NM
Other expense, net			25				1			NM					31				(4	)		NM
Loss before provision for income taxes			(10,637	)			(23,159	)			(54.1	)%		$	(22,797	)		$	(46,934	)			(51.4	)%
Provision for income taxes			—				—								—				—
Net loss and comprehensive loss		$	(10,637	)		$	(23,159	)			(54.1	)%		$	(22,797	)		$	(46,934	)			(51.4	)%

 

 

Comparison of the Three and Six Months Ended June 30, 2023 and 2022 ($ Amounts shown in tables in thousands)

 

Sales

 

		Three Months Ended June 30,								Change								Six Months Ended June 30,								Change
		2023				2022				Amount				%				2023				2022				Amount				%
Device		$	2,810			$	1,168			$	1,642				140.6	%		$	4,942			$	2,360			$	2,582				109.4	%
Service			571				365				206				56.4	%			1,074				682				392				57.5	%
Total sales		$	3,381			$	1,533			$	1,848				120.5	%		$	6,016			$	3,042			$	2,974				97.8	%

 

 

Device sales increased by $1.6 million, or 140.6%, for the three months ended June 30, 2023 compared to the three months ended June 30, 2022. This increase was driven by an increase in the volume of device sales driven by strong international sales and an increase in the sales price of the device.

 

Service sales increased by $0.2 million, or 56.4%, for the three months ended June 30, 2023 compared to the three months ended June 30, 2022. This increase was driven by an increase in the volume of devices installed as generally all commercial systems installations generate service revenue. Service sales revenue is generally recognized over time as we are providing the customer with ongoing access to our resources throughout the subscription period. This type of revenue is recurring in nature and we expect will continue to grow as more devices are sold.

 

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Device sales increased by $2.6 million, or 109.4%, for the six months ended June 30, 2023 compared to the six months ended June 30, 2022. This increase was driven by an increase in the volume of device sales and an increase in the sales price of the device.

 

Service sales increased by $0.4 million, or 57.5%, for the six months ended June 30, 2023 compared to the six months ended June 30, 2022. This increase was driven by an increase in the install base.

 

Cost of sales

		Three Months Ended June 30,								Change								Six Months Ended June 30,								Change
		2023				2022				Amount				%				2023				2022				Amount				%
Device		$	1,549			$	1,259			$	290				23.0	%		$	2,620			$	2,296			$	324				14.1	%
Service			388				439				(51	)			(11.6	)%			797				827				(30	)			(3.6	)%
Total cost of sales		$	1,937			$	1,698			$	239				14.1	%		$	3,417			$	3,123			$	294				9.4	%

 

Cost of device sales increased by $0.3 million, or 23.0%, for the three months ended June 30, 2023 compared to the three months ended June 30, 2022. This increase was driven by the increased volume of products sold.

Cost of service sales decreased by $0.1 million, or 11.6%, for the three months ended June 30, 2023 compared to the three months ended June 30, 2022. This decrease was driven primarily by a decrease in personnel and related costs.

 

Cost of device sales increased by $0.3 million, or 14.1%, for the six months ended June 30, 2023 compared to the six months ended June 30, 2022. This increase was driven by the increased volume of products sold.

Cost of service sales decreased by $30 thousand, or 3.6%, for the six months ended June 30, 2023 compared to the six months ended June 30, 2022. This decrease was driven primarily by a decrease in personnel and related costs.

 

Research and development

		Three Months Ended June 30,								Change								Six Months Ended June 30,								Change
		2023				2022				Amount				%				2023				2022				Amount				%
Research and development		$	5,331			$	7,265			$	(1,934	)			(26.6	)%		$	10,792			$	15,599			$	(4,807	)			(30.8	)%

 

 

Research and development expenses decreased by $1.9 million, or 26.6%, for the three months ended June 30, 2023 compared to the three months ended June 30, 2022. This decrease was driven primarily by a decrease in personnel related costs of $2.0 million as a result of decreased headcount and a decrease in consulting costs of $0.7 million partially offset by $0.7 million of lower grant fulfilments recorded as credits to research and development expenses.

 

Research and development expenses decreased by $4.8 million, or 30.8%, for the six months ended June 30, 2023 compared to the six months ended June 30, 2022. This decrease was driven primarily by a decrease in personnel related costs of $4.8 million as a result of decreased headcount and a decrease in consulting costs of $1.2 million partially offset by $1.2 million of lower grant fulfilments recorded as credits to research and development expenses.

 

General and administrative

		Three Months Ended June 30,								Change								Six Months Ended June 30,								Change
		2023				2022				Amount				%				2023				2022				Amount				%
General and administrative		$	5,306			$	12,012			$	(6,706	)			(55.8	)%		$	11,488			$	23,372			$	(11,884	)			(50.8	)%

 

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General and administrative expenses decreased by $6.7 million, or 55.8%, for the three months ended June 30, 2023 compared to the three months ended June 30, 2022. As part of the restructuring action in the fourth quarter of 2022, we established a lean executive leadership team and a focus on cost efficiency. The decrease in general and administrative expenses was driven primarily by a decrease in personnel related costs of $5.8 million of which $5.4 million pertains to stock based compensation costs, a decrease in insurance expenses of $0.3 million, a decrease in software costs of $0.3 million and a decrease in legal expenses and patent fees of $0.2 million.

 

General and administrative expenses decreased by $11.9 million, or 50.8%, for the six months ended June 30, 2023 compared to the six months ended June 30, 2022. This decrease was driven primarily by a decrease in personnel related costs of $9.1 million of which $7.8 million pertains to stock based compensation costs, a decrease in insurance expenses of $0.6 million, a decrease in software costs of $0.5 million, a decrease in legal expenses and patent fees of $0.5 million, a decrease in accounting and auditing expenses of $0.5 million, a decrease in consulting cost of $0.2 million and a decrease in subscriptions of $0.2 million.

Sales and marketing

		Three Months Ended June 30,								Change								Six Months Ended June 30,								Change
		2023				2022				Amount				%				2023				2022				Amount				%
Sales and marketing		$	2,499			$	3,750			$	(1,251	)			(33.4	)%		$	5,046			$	7,911			$	(2,865	)			(36.2	)%

 

Sales and marketing expenses decreased by $1.3 million, or 33.4%, for the three months ended June 30, 2023 compared to the three months ended June 30, 2022. This decrease was driven primarily by a decrease in personnel related costs of $0.9 million as a result of decreased headcount and a decrease in recruitment costs of $0.4 million.

 

Sales and marketing expenses decreased by $2.9 million, or 36.2%, for the six months ended June 30, 2023 compared to the six months ended June 30, 2022. This decrease was driven primarily by a decrease in personnel related costs of $1.8 million as a result of decreased headcount and a decrease in digital marketing and marketing events costs of $0.7 million.

 

Interest income

		Three Months Ended June 30,								Change								Six Months Ended June 30,								Change
		2023				2022				Amount				%				2023				2022				Amount				%
Interest income		$	1,030			$	32			$	998				3,118.8	%		$	1,899			$	33			$	1,866				5,654.5	%

Interest income increased by $1.0 million for the three months ended June 30, 2023 compared to the three months ended June 30, 2022. The increase was driven primarily by a higher interest rates and higher cash balances in money market funds and demand deposit accounts during the three months ended June 30, 2023 compared to the three months ended June 30, 2022.

 

Interest income increased by $1.9 million for the six months ended June 30, 2023 compared to the six months ended June 30, 2022. The increase was driven primarily by a higher interest rates and higher cash balances in money market funds and demand deposit accounts during the six months ended June 30, 2023 compared to the six months ended June 30, 2022.

 

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Other income (expense), net

 

		Three Months Ended June 30,								Change								Six Months Ended June 30,								Change
		2023				2022				Amount				%				2023				2022				Amount				%
Other income (expense), net		$	25			$	1			$	24				2,400.0	%		$	31			$	(4	)		$	35				(875.0	)%

Other income (expense), net had a favorable increase in other income of $24 thousand for the three months ended June 30, 2023 compared to the three months ended June 30, 2022. This favorable increase in other income was driven primarily by an increase in interest income from customer financing of approximately $11 thousand and a net realized gain on foreign currencies of approximately $14 thousand.

 

Other income (expense), net had a favorable increase in other income of $35 thousand for the six months ended June 30, 2023 compared to the six months ended June 30, 2022. This favorable increase in other income was driven primarily by an increase in interest income from customer financing of approximately $19 thousand and a net realized gain on foreign currencies of approximately $11 thousand.

 

Liquidity and Capital Resources

 

We have funded our operations primarily with proceeds from the issuance of common and preferred stock. We have incurred significant cash burn and recurring net losses, which includes a net loss of $22.8 million for the six months ended June 30, 2023, and an accumulated deficit of $232.3 million as of June 30, 2023. As of June 30, 2023, we had cash and cash equivalents of $93.9 million. As we continue to invest in research and development of our products and sales and marketing, we expect to continue to incur a significant cash burn and recurring net losses for the foreseeable future until such time that our product and services sales generate enough gross profit to cover our operating expenses. However, we can provide no assurance that our product and service sales will generate a net profit in the future or that our cash resources will be sufficient to continue our commercialization and development activities.

Our ability to access capital when needed is not assured and, if capital is not available when, and in the amounts needed, we could be required to delay, scale back or abandon some or all of our development programs, commercialization of our products, and other operations which could materially harm our operations, financial condition and operating results. We expect that our existing cash and cash equivalents, together with proceeds from the sales of our products and services, will enable us to conduct our planned operations for at least the next 12 months. Factors that could accelerate cash needs include: (i) delays in achieving scientific and technical milestones; (ii) unforeseen capital expenditures and fabrication costs related to manufacturing; (iii) changes we may make in our business or commercialization and hiring strategy; (iv) costs of running a public company; (v) higher inflation and increases in product transportation and labor costs; and (vi) other items affecting our forecasted level of expenditures and use of cash resources including potential acquisitions. As part of the prioritization of our projects and expenditures, in December 2022, we suspended the development of our Liminal brain sensing platform, which was the focus of Liminal and was in the early stages of development to non-invasively measure key vital signs in the brain.

 

We expect to use our funds to further invest in the development of our products and services, commercial expansion, and for working capital and general corporate purposes.

 

Our future cash requirements will depend on many factors, including market adoption of our products, the cost and timing of establishing additional sales, marketing and distribution capabilities; the cost of our research and development activities; our ability to enter into and maintain collaborations; the cost and timing of potential future regulatory clearances or approvals for our products; and the effect of competing technological and market developments. We cannot assure you that we will be able to obtain additional funds on acceptable terms, or at all. If we raise additional funds by issuing equity or equity-linked securities, our stockholders may experience dilution. Future debt financing, if available, may involve covenants restricting our operations or our ability to incur additional debt. Any debt or equity financing that we raise may contain terms that are not favorable to us or our stockholders. If we raise additional funds through collaboration and licensing arrangements with third parties, it may be necessary to

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relinquish some rights to our technologies or our products, or grant licenses on terms that are not favorable to us. If we do not have or are not able to obtain sufficient funds, we may have to delay development or commercialization of our products. We also may have to reduce marketing, customer support or other resources devoted to our products and services or cease operations.

 

Cash

 

As of June 30, 2023, we had cash and cash equivalents of $93.9 million. Our future capital requirements may vary from those currently planned and will depend on various factors including further development costs, commercialization strategy, international expansion, and regulatory costs. If we need additional funds and are unable to obtain funding on a timely basis, we may need to curtail significantly our product development and commercialization efforts to provide sufficient funds to continue our operations, which could adversely affect our business prospects.

 

Cash flows

 

The following table summarizes our cash flows for the periods indicated:

 

		Six Months Ended June 30,
(In thousands)		2023				2022
Net cash used in operating activities		$	(23,150	)		$	(44,200	)
Net cash used in investing activities			(283	)			(254	)
Net cash provided by financing activities			107				2
Net decrease in cash, cash equivalents, and restricted cash		$	(23,326	)		$	(44,452	)

Net cash used in operating activities

 

For the six months ended June 30, 2023, net cash used in operating activities of $23.2 million was due primarily to a net loss of $22.8 million and changes in operating assets and liabilities of $3.2 million, partially offset by non-cash items of $2.8 million. Non-cash items were primarily stock-based compensation expense of $2.3 million and depreciation expense of $0.5 million. Changes in operating assets and liabilities were driven primarily by an increase in accounts receivable and unbilled receivables of $1.8 million driven primarily by increased revenue, a decrease in accrued expense and other current liabilities of $1.8 million driven primarily by lower bonus and salary and benefit accrual due to a lean executive leadership team and decreased headcount, and an increase in inventory of $1.5 million, partially offset by a decrease in prepaid expenses and other current assets of $0.9 million, an increase in accounts payable of $0.7 million, a decrease in prepaid inventory of $0.3 million and an increase in deferred grant funding of $0.2 million.

 

For the six months ended June 30, 2022, net cash used in operating activities of $44.2 million was due primarily to a net loss of $46.9 million and changes in operating assets and liabilities of $9.0 million, partially offset by non-cash items of $11.7 million. Non-cash items were primarily stock-based compensation expense of $11.2 million including $2.5 million related to costs associated with the Company’s former CEO grant agreement, specifically the non-recurring expense of certain equity awards, and depreciation expense of $0.5 million. Changes in operating assets and liabilities were driven primarily by an increase in accounts receivable and unbilled receivables of $2.5 million, an increase in prepaid expenses and other current assets of $1.2 million, a decrease in due to related parties of $1.9 million, a decrease in accrued expense and other current liabilities of $2.0 million, a decrease in deferred grant funding of $1.1 million and an increase in inventory of $0.3 million.

 

Net cash used in investing activities

 

For the six months ended June 30, 2023, net cash used in investing activities of $0.3 million was from fixed assets purchased.

 

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For the six months ended June 30, 2022, net cash used in investing activities of $0.3 million was from fixed assets purchased.

 

Net cash provided by financing activities

 

For the six months ended June 30, 2023, net cash provided by financing activities of $0.1 million was proceeds from option exercises.

 

For the six months ended June 30, 2022, net cash provided by financing activities of $2 thousand was proceeds from option exercises.

 

Contractual obligations

 

We sponsor a 401(k) defined contribution plan covering all eligible U.S. employees. Contributions to the 401(k) plan are discretionary. We did not make any matching contributions to the 401(k) plan for the three and six months ended June 30, 2023 and 2022.

 

In April 2020, we received a $1.6 million grant from the BMGF for the provision and equipping of 20 sites with our portable point-of-care MRI system to enable the performance of a multi-site study focused on optimizing diagnostic image quality through February 2023. During the third quarter of 2021, we were awarded an additional $3.3 million grant, of which $2.5 million was received from the BMGF in September 2021. During the second quarter of 2022, we received the remaining amount of $0.8 million. On March 29, 2023, the term of BMGF grant agreement was extended to February 28, 2024. On May 16, 2023, we were awarded an additional $3.4 million grant from the BMGF to continue to develop a scalable approach to measuring neurodevelopment via low-field magnetic resonance imaging (MRI) in neonates, infants, and young children in low-to-middle income countries through February 2026, of which $0.5 million was received by June 30, 2023. Refer to Note 12 in the notes to our unaudited condensed consolidated financial statements for the three and six months ended June 30, 2023 and 2022 included elsewhere in this Quarterly Report on Form 10-Q for a discussion of the BMGF grant. 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. Both of the grants are designed to support the deployment of a total of 25 Swoop® system devices and other services to investigators, which commenced in the spring of 2021, and was expected to fund the program for approximately two years. At June 30, 2023, 20 Swoop® system units were provisioned and delivered to BMGF and certain milestones for service deliverables were also met. These grants are designed to provide data to validate the use of our Swoop® system in measuring the impact of maternal anemia, malnutrition, infection and birth related injury.

 

Our purchase commitments and obligations include all open purchase orders and contractual obligations in the ordinary course of business, including commitments with contract manufacturers and suppliers, for which we have not received the goods or services. A majority of these purchase obligations are due within a year. Although open purchase orders are considered enforceable and legally binding, the terms generally allow us the option to cancel, reschedule, and adjust our requirements based on our business needs prior to the delivery of goods or performance of services.

 

We had no other significant contractual obligations as of June 30, 2023.

 

For information on contingencies, refer to Note 12 in the notes to our unaudited condensed consolidated financial statements for the three and six months ended June 30, 2023 and 2022 included elsewhere in this Quarterly Report on Form 10-Q.

 

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Critical Accounting Policies and Significant Judgments and Estimates

 

Our management's discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, as well as the reported revenue generated and expenses incurred during the reporting periods. Our estimates are based on our historical experience and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about items that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Except as described in Note 2 “Summary of Significant Accounting Policies – Recently Issued Accounting Pronouncements”, to our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q, there have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 22, 2023.

 

Recently Issued Accounting Pronouncements

 

A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2 to our unaudited condensed consolidated financial statements and notes thereto for the three and six months ended June 30, 2023 and 2022 included elsewhere in this Quarterly Report on Form 10-Q.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk in the ordinary course of business. Market risk represents the risk of loss that may impact our results of operations or financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in interest rates, inflation risk, and foreign exchange risk. We do not hold, issue or enter into any financial instruments for speculative or trading purposes. We do not have significant exposure to foreign currencies.

Interest Rate Risk

Our cash, cash equivalents and restricted cash as of June 30, 2023 consisted of $95 million in money market funds, demand deposit and savings accounts. Such interest-earning instruments carry a degree of interest rate risk. The goals of our investment policy are liquidity and capital preservation. We believe that we do not have any material exposure to changes in the fair value of these assets as a result of changes in interest rates due to the short-term nature of our cash equivalents. Based on our balance sheet position at June 30, 2023, the annualized effect of a 0.5 percentage point decrease in interest rates would be to decrease earnings before income taxes by $0.5 million.

Inflation Risk

Inflation has increased in recent periods and may increase in the future. We rely on a single contract manufacturer; inflation generally affects us by increasing our cost of manufacturing and a higher cost of certain key components. To the extent our costs are impacted by general inflationary pressures, we may not be able to fully offset such higher costs through price increases or manufacturing efficiencies. Our inability or failure to do so could harm our business, financial condition, and results of operations.

Foreign Exchange Risk

We operate our business primarily within the United States and currently execute the majority of our transactions in U.S. dollars. We have not utilized hedging strategies with respect to such foreign exchange exposure. This limited foreign currency translation risk is not expected to have a material impact on our condensed consolidated financial statements.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our principal executive officer and principal financial officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2023. Based upon that evaluation, our principal executive officer and principal financial officer have concluded that, as of June 30, 2023, the end of the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Remediation of the Previously Identified Material Weaknesses

As previously disclosed, we had identified two material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis.

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As previously disclosed, prior to the Closing of the Business Combination in December 2021, Legacy Hyperfine and Liminal were private companies and had limited accounting and financial reporting personnel and other resources with which to address its internal controls and procedures. We outsourced our accounting and financial reporting to 4Catalyzer Corporation (“4C”) and did not have our own finance function to appropriately perform the supervision and review of the information received from 4C and assess its reasonableness and accuracy. As a result, in connection with the combined financial statement close process of Legacy Hyperfine and Liminal for the years ended December 31, 2020 and 2019, we identified a material weakness in our internal control over financial reporting.

In addition, as previously disclosed, HealthCor previously recorded a portion of its Class A ordinary shares subject to possible redemption in permanent equity. Notwithstanding the presence of maximum redemption thresholds or charter provisions common in special purpose acquisition companies (“SPACs”) that provide a limitation on redemptions that would cause a SPAC’s net tangible assets to be less than $5,000,001, in accordance with SEC Staff guidance on redeemable equity instruments, ASC 480-10-S99, “Distinguishing Liabilities from Equity”, and EITF Topic D-98, “Classification and Measurement of Redeemable Securities”, and, according to SEC Staff communications with certain independent auditors, redemption provisions not solely within the control of the issuing company require ordinary shares subject to redemption to be classified outside of permanent equity. Although we did not specify a maximum redemption threshold in HealthCor’s Amended and Restated Memorandum and Articles of Association (the “HealthCor Articles”), the HealthCor Articles provided that we could not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In light of the SEC Staff communications with certain independent auditors, our management re-evaluated the effectiveness of our internal control over financial reporting, and based upon that evaluation, we concluded that the misclassification of the Class A ordinary shares was quantitatively material to individual line items within the balance sheet. This resulted in a restatement of the initial carrying value of the Class A ordinary shares subject to possible redemption, with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and ordinary shares. We concluded that the foregoing represents a material weakness in our internal controls over financial reporting.

In response to these material weaknesses, our management has expended a substantial amount of effort and resources for the remediation of material weaknesses in internal control over financial reporting. Our management developed a remediation plan, which included the hiring of accounting and finance resources, including the Chief Administrative Officer and Chief Financial Officer and Vice President, Controller with technical public company accounting and financial reporting experience, as well as other team members. We also have access to accounting training, literature, research materials and increased communication among our personnel and outsourced third-party professionals with whom we may consult regarding the application of complex accounting transactions. Our remediation plan has been accomplished over time to achieve our objectives. We believe these actions are sufficient to remediate the identified material weaknesses and strengthen our internal control over financial reporting. During the second quarter of 2023, we completed testing of the operating effectiveness of the controls and have concluded that the material weaknesses have been remediated as of June 30, 2023.

Management has concluded that our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q are fairly stated in all material respects in accordance with U.S. GAAP for each of the periods presented therein.

Changes in Internal Control Over Financial Reporting

Except as described above with respect to the remediation of controls related to the material weaknesses, there were no changes in our internal control over financial reporting, identified in connection with the evaluation of such internal control that occurred during the three months ended June 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

Item1. Legal Proceedings

We are not currently a party to any material legal proceedings.

Item 1A. Risk Factors

Our business, results of operations and financial condition are subject to various risks and uncertainties including the risk factors described under the caption “Risk Factors” in our most recent Annual Report on Form 10-K, filed with the SEC on March 22, 2023 (the “2022 Annual Report on Form 10-K”). There have been no material changes to the risk factors described in the 2022 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

Unregistered Sales of Equity Securities

 

Not applicable.

 

Issuer Purchases of Equity Securities

 

We did not repurchase any of our equity securities during the three months ended June 30, 2023.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

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Item 6. Exhibits

See Exhibit Index.

EXHIBIT INDEX

Exhibit Number		Exhibit Description		Filed Herewith		Incorporated by Reference herein from Form or Schedule		Filing Date		SEC File/ Reg. Number
3.1.1		Certificate of Incorporation of the Registrant, dated December 21, 2021, as amended by the Certificate of Amendment of Certificate of Incorporation, dated December 22, 2021.				Form 8-K (Exhibit 3.1)		12/28/2021		001-39949
3.1.2		Certificate of Amendment of Certificate of Incorporation, dated June 9, 2023.				Form 8-K (Exhibit 3.2)		6/12/2023		001-39949
3.2		Amended and Restated Bylaws of the Registrant.				Form 8-K (Exhibit 3.1)		6/12/2023		001-39949
10.1+		Nonemployee Director Compensation Policy, as amended.				Form 8-K (Exhibit 10.1)		6/12/2023		001-39949
10.2+		Letter Agreement, dated as of July 17, 2023, by and between the Registrant and Thomas Teisseyre, Ph.D.				Form 8-K (Exhibit 10.1)		7/18/2023		001-39949
10.3+		Letter Agreement, dated as of July 17, 2023, by and between the Registrant and Khan Siddiqui, M.D.				Form 8-K (Exhibit 10.2)		7/18/2023		001-39949
10.4+		Executive Severance Plan, as amended.				Form 8-K (Exhibit 10.3)		7/18/2023		001-39949
31.1		Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.		X
31.2		Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.		X
32*		Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.		X
101.INS		Inline XBRL Instance Document - The instance document does not appear in the Interactive Data File because its Inline XBRL tags are embedded within the Inline XBRL document.		X
101.SCH		Inline XBRL Taxonomy Extension Schema Document.		X
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.		X
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.		X
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.		X
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.		X
104		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).		X

 

+ Management contract or compensatory plan or arrangement.

* The certifications attached as Exhibit 32 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Hyperfine, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-Q, irrespective of any general incorporation language contained in such filing.

34

---

 

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 thereunto duly authorized.

 

		HYPERFINE, INC.
Date: August 14, 2023		By: /s/ Maria Sainz
		Maria Sainz
		President and Chief Executive Officer
Date: August 14, 2023		By: /s/ Brett Hale
		Brett Hale
		Chief Administrative Officer, Chief Financial Officer, Treasurer and Corporate Secretary

 

 

 

35

---

 

Exhibit 31.1

CERTIFICATIONS UNDER SECTION 302

 

I, Maria Sainz, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Hyperfine, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 14, 2023

/s/ Maria Sainz
Maria Sainz
President and Chief Executive Officer (principal executive officer)

 

 

 

 

---

 

Exhibit 31.2

CERTIFICATIONS UNDER SECTION 302

 

I, Brett Hale, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Hyperfine, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 14, 2023

/s/ Brett Hale
Brett Hale
Chief Administrative Officer, Chief Financial Officer, Treasurer and Corporate Secretary (principal financial officer)

 

 

 

 

---

 

Exhibit 32

CERTIFICATIONS UNDER SECTION 906

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of Hyperfine, Inc., a Delaware corporation (the “Company”), does hereby certify, to such officer’s knowledge, that:

The Quarterly Report for the quarter ended June 30, 2023 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: August 14, 2023	/s/ Maria Sainz
	Maria Sainz
	President and Chief Executive Officer
	(principal executive officer)
Dated: August 14, 2023	/s/ Brett Hale
	Brett Hale
	Chief Administrative Officer, Chief Financial Officer, Treasurer and Corporate Secretary
	(principal financial officer)

 

 

 

 

---

v3.23.2

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2023	Aug. 07, 2023
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Trading Symbol	HYPR
Entity Registrant Name	Hyperfine, Inc.
Entity Central Index Key	0001833769
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Title of 12(b) Security	Class A common stock, $0.0001 Par Value Per Share
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Shell Company	false
Entity File Number	001-39949
Entity Tax Identification Number	98-1569027
Entity Address, Address Line One	351 New Whitfield Street
Entity Address, City or Town	Guilford
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06437
City Area Code	866
Local Phone Number	-6767
Entity Incorporation, State or Country Code	DE
Document Quarterly Report	true
Document Transition Report	false
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		56,289,538
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		15,055,288

v3.23.2

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
CURRENT ASSETS:
Cash and cash equivalents	$ 93,948	$ 117,472
Restricted cash	969	771
Accounts receivable, less allowance of $175 and $180 as of June 30, 2023 and December 31, 2022, respectively	3,948	2,103
Unbilled receivables	663	454
Inventory	5,983	4,622
Prepaid expenses and other current assets	2,312	3,194
Total current assets	107,823	128,664
Property and equipment, net	3,058	3,248
Other long term assets	1,725	2,139
Total assets	112,606	134,051
CURRENT LIABILITIES:
Accounts payable	1,372	678
Deferred grant funding	969	771
Deferred revenue	1,490	1,378
Accrued expenses and other current liabilities	4,159	5,976
Total current liabilities	8,035	8,803
Long term deferred revenue	1,280	1,526
Total liabilities	9,315	10,329
COMMITMENTS AND CONTINGENCIES (NOTE 12)
STOCKHOLDERS' EQUITY:
Additional paid-in capital	335,565	333,199
Accumulated deficit	(232,281)	(209,484)
Total stockholders' equity	103,291	123,722
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	112,606	134,051
Class A Common Stock
STOCKHOLDERS' EQUITY:
Common stock	5	5
Class B Common Stock
STOCKHOLDERS' EQUITY:
Common stock	2	2
Related Party
CURRENT ASSETS:
Due from related parties		$ 48
CURRENT LIABILITIES:
Due to related parties	$ 45

v3.23.2

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Allowance for doubtful accounts receivable	$ 175	$ 180
Class A Common Stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	600,000,000	600,000,000
Common shares, shares issued	56,284,538	55,622,488
Common shares, shares outstanding	56,284,538	55,622,488
Class B Common Stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	27,000,000	27,000,000
Common shares, shares issued	15,055,288	15,055,288
Common shares, shares outstanding	15,055,288	15,055,288

v3.23.2

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Sales
Total sales	$ 3,381	$ 1,533	$ 6,016	$ 3,042
Cost of sales
Total cost of sales	1,937	1,698	3,417	3,123
Gross margin	1,444	(165)	2,599	(81)
Operating Expenses:
Research and development	5,331	7,265	10,792	15,599
General and administrative	5,306	12,012	11,488	23,372
Sales and marketing	2,499	3,750	5,046	7,911
Total operating expenses	13,136	23,027	27,326	46,882
Loss from operations	(11,692)	(23,192)	(24,727)	(46,963)
Interest income	1,030	32	1,899	33
Other income (expense), net	25	1	31	(4)
Loss before provision for income taxes	(10,637)	(23,159)	(22,797)	(46,934)
Provision for income taxes	0	0	0	0
Net loss and comprehensive loss	$ (10,637)	$ (23,159)	$ (22,797)	$ (46,934)
Earnings Per Share, Basic	$ (0.15)	$ (0.33)	$ (0.32)	$ (0.67)
Earnings Per Share, Diluted	$ (0.15)	$ (0.33)	$ (0.32)	$ (0.67)
Denominator for Basic EPS - Weighted-average common stock	71,201,170	70,350,178	71,033,629	70,341,411
Denominator for Dilutive EPS - Weighted-average common stock	71,201,170	70,350,178	71,033,629	70,341,411
Device
Sales
Total sales	$ 2,810	$ 1,168	$ 4,942	$ 2,360
Cost of sales
Total cost of sales	1,549	1,259	2,620	2,296
Service
Sales
Total sales	571	365	1,074	682
Cost of sales
Total cost of sales	$ 388	$ 439	$ 797	$ 827

v3.23.2

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands	Total	Additional Paid-in Capital	Accumulated Deficit	Common Stock Class A Common Stock	Common Stock Class B Common Stock
Balance at Dec. 31, 2021	$ 186,227	$ 322,540	$ (136,320)	$ 5	$ 2
Balance (in shares) at Dec. 31, 2021				55,277,061	15,055,288
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(23,775)		(23,775)
Stock-based compensation expense	4,111	4,111
Balance at Mar. 31, 2022	166,563	326,651	(160,095)	$ 5	$ 2
Balance (in shares) at Mar. 31, 2022				55,277,061	15,055,288
Balance at Dec. 31, 2021	186,227	322,540	(136,320)	$ 5	$ 2
Balance (in shares) at Dec. 31, 2021				55,277,061	15,055,288
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(46,934)
Balance at Jun. 30, 2022	150,508	333,755	(183,254)	$ 5	$ 2
Balance (in shares) at Jun. 30, 2022				55,312,656	15,055,288
Balance at Mar. 31, 2022	166,563	326,651	(160,095)	$ 5	$ 2
Balance (in shares) at Mar. 31, 2022				55,277,061	15,055,288
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(23,159)		(23,159)
Issuance of restricted stock				19,220
Exercise of stock options	2	2
Exercise of stock options (in shares)				16,375
Stock-based compensation expense	7,102	7,102
Balance at Jun. 30, 2022	150,508	333,755	(183,254)	$ 5	$ 2
Balance (in shares) at Jun. 30, 2022				55,312,656	15,055,288
Balance at Dec. 31, 2022	123,722	333,199	(209,484)	$ 5	$ 2
Balance (in shares) at Dec. 31, 2022				55,622,488	15,055,288
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(12,160)		(12,160)
Issuance of restricted stock				324,296
Exercise of stock options	49	49
Exercise of stock options (in shares)				54,211
Stock-based compensation expense	1,126	1,126
Balance at Mar. 31, 2023	112,737	334,374	(221,644)	$ 5	$ 2
Balance (in shares) at Mar. 31, 2023				56,000,995	15,055,288
Balance at Dec. 31, 2022	123,722	333,199	(209,484)	$ 5	$ 2
Balance (in shares) at Dec. 31, 2022				55,622,488	15,055,288
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	$ (22,797)
Exercise of stock options (in shares)	117,867
Balance at Jun. 30, 2023	$ 103,291	335,565	(232,281)	$ 5	$ 2
Balance (in shares) at Jun. 30, 2023				56,284,538	15,055,288
Balance at Mar. 31, 2023	112,737	334,374	(221,644)	$ 5	$ 2
Balance (in shares) at Mar. 31, 2023				56,000,995	15,055,288
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(10,637)		(10,637)
Issuance of restricted stock				219,887
Exercise of stock options	58	58
Exercise of stock options (in shares)				63,656
Stock-based compensation expense	1,133	1,133
Balance at Jun. 30, 2023	$ 103,291	$ 335,565	$ (232,281)	$ 5	$ 2
Balance (in shares) at Jun. 30, 2023				56,284,538	15,055,288

v3.23.2

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net loss	$ (22,797)	$ (46,934)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	513	516
Stock-based compensation expense	2,259	11,213
Loss on disposal of property and equipment	100
Payments received on net investment in lease	4	4
Changes in assets and liabilities:
Accounts receivable	(1,845)	(1,434)
Unbilled receivables	(209)	(1,027)
Inventory	(1,537)	(336)
Prepaid expenses and other current assets	946	(1,213)
Due from related parties	48	12
Prepaid inventory	281
Other long term assets	129	52
Accounts payable	666	(551)
Deferred grant funding	198	(1,058)
Deferred revenue	(134)	469
Due to related parties	45	(1,900)
Accrued expenses and other current liabilities	(1,817)	(2,013)
Net cash used in operating activities	(23,150)	(44,200)
Cash flows from investing activities:
Purchases of property and equipment	(283)	(254)
Net cash used in investing activities	(283)	(254)
Cash flows from financing activities:
Proceeds from exercise of stock options	107	2
Net cash provided by financing activities	107	2
Net decrease in cash and cash equivalents and restricted cash	(23,326)	(44,452)
Cash, cash equivalents and restricted cash, beginning of period	118,243	191,160
Cash, cash equivalents and restricted cash, end of period	94,917	146,708
Reconciliation of cash, cash equivalents, and restricted cash reported in the balance sheets
Cash and cash equivalents	93,948	145,104
Restricted cash	969	1,604
Total cash, cash equivalents and restricted cash	94,917	146,708
Supplemental disclosure of noncash information:
Noncash acquisition of fixed assets	$ 28
Write-off of notes receivable		$ 90

v3.23.2

ORGANIZATION AND DESCRIPTION OF BUSINESS	6 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND DESCRIPTION OF BUSINESS	1. ORGANIZATION AND DESCRIPTION OF BUSINESS Hyperfine, Inc. (together with its subsidiaries, as applicable, “Hyperfine” or the “Company”), formerly known as HealthCor Catalio Acquisition Corp. (“HealthCor”), was incorporated as a Cayman Islands exempted company on November 18, 2020. The Company’s legal name became Hyperfine, Inc. in connection with the closing (the “Closing”) of the business combination with HealthCor (the “Business Combination”) on December 22, 2021 (the “Closing Date”). In connection with the Closing, Hyperfine, Inc., a Delaware corporation (“Legacy Hyperfine”), and Liminal Sciences, Inc., a Delaware corporation (“Liminal”), merged with and into separate wholly owned subsidiaries of HealthCor and became wholly-owned subsidiaries of the Company (the “Mergers”), and changed their names to Hyperfine Operations, Inc. and Liminal Operations, Inc., respectively. Liminal subsequently changed its name to Liminal Sciences, Inc.   The Company is an innovative health technology business with a mission to revolutionize patient care globally through transformational, accessible, clinically relevant diagnostic imaging, including magnetic resonance (“MR”) and data solutions. The Company's Swoop® Portable MR Imaging® System (“Swoop® system”) produces high-quality images at a lower magnetic field strength than conventional magnetic resonance imaging (“MRI”) scanners. Healthcare professionals can use the Swoop® system to make effective clinical diagnoses and decisions on a patient in various settings where MRI devices have previously been inaccessible. The easy-to-use interface and portable design of the Company's Swoop® system make it accessible anywhere in a hospital, clinic, or patient care site. The Company is working to realize its vision of providing affordable and accessible imaging of health conditions to clinicians worldwide. The Company received 510(k) clearance for brain imaging from the U.S. Food and Drug Administration (“FDA”) in 2020. In February 2023, the Company received 510(k) clearance from the FDA of the latest update of its Swoop® system software. This updated software significantly improves diffusion-weighted imaging (DWI) and image quality. The Swoop® system has been authorized for brain imaging in several countries, including the European Union (CE marking), the United Kingdom (UK Conformity Assessment (“UKCA”)), Canada, Australia and New Zealand. All of the Company’s revenue to date has been generated from sales of the Swoop® system and related services. In December 2022, the Company suspended its Liminal program to develop a device to non-invasively measure key vital signs in the brain. In addition to Legacy Hyperfine and Liminal, the Company has an indirect wholly-owned subsidiary in the United Kingdom that did not have any significant operations during 2022 nor the six months ended June 30, 2023.

v3.23.2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The unaudited accompanying condensed consolidated 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. All intercompany transactions and balances have been eliminated.   These condensed consolidated financial statements should be read in conjunction with the financial statements and notes included in the Company’s audited consolidated financial statements as of and for the years ended December 31, 2022 and 2021. The condensed consolidated balance sheet as of December 31, 2022 included herein was derived from the audited consolidated financial statements as of that date.   The accompanying condensed consolidated 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 three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for any subsequent quarter, the year ending December 31, 2023, or any other period.   Except as described elsewhere in this Note 2 under the heading “Recently Issued Accounting Pronouncements”, there have been no material changes to the Company’s significant accounting policies as described in the audited consolidated financial statements as of December 31, 2022 and 2021. Risks and Uncertainties   The Company relies on single source manufacturers and suppliers for the supply of its products. Disruption from these manufacturers or suppliers has and would have a negative impact on the Company’s business, financial position and results of operations in its condensed consolidated financial statements.   Concentrations of Credit Risk   Our cash and cash equivalents are deposited with several major financial institutions. At times, deposits in these institutions exceed the amount of insurance provided on such deposits. The Company reduces this risk by maintaining such deposits with high quality financial institutions that management believes are creditworthy and the Company monitors this credit risk and makes adjustments to the concentrations as necessary. We have not experienced any losses in such accounts and do not believe that we are exposed to any significant risk of loss on these balances.   With respect to accounts receivable, credit risk is mitigated by the Company’s ongoing credit evaluation of its customers’ financial condition. As of June 30, 2023 and December 31, 2022, the Company had two and three customers, respectively, that each accounted for more than 10 percent of trade receivables. With respect to revenues, one customer accounted for more than 10% of revenues for the three and six months ended June 30, 2023. One and two customers each accounted for more than 10% of revenue for the three and six months ended June 30, 2022, respectively.   Segment Information The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer (“CEO”). Legacy Hyperfine represents one operating segment. Also, as noted above, in December 2022, the Company suspended its program to develop a device to non-invasively measure key vital signs in the brain, which was the focus of Liminal. Substantially all of the Company’s long-lived assets are located in the United States. Other than $2,897 and $3,931 of revenue recognized in non-U.S. countries for the three and six months ended June 30, 2023, respectively, all of the revenues during these periods were earned in the United States. Since the Company is aggregated into a single reportable segment, all required financial segment information is provided in the condensed consolidated financial statements. Use of Estimates The preparation of the condensed consolidated 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 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, if any; • Allowance for credit losses; • 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 the calculation of stock-based compensation expense. 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 financial statements.   Recently Issued Accounting Pronouncements   On September 29, 2022 the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2022-04 “Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations.” The amendments in this update require entities that use supplier finance programs in connection with the purchase of goods and services to disclose the key terms of the programs and information about their obligations outstanding at the end of the reporting period, including a rollforward of those obligations. The guidance does not affect the recognition, measurement or financial statement presentation of supplier finance program obligations. The amendments in this update are effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, except for the rollforward requirement, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The guidance should be applied retrospectively to all periods in which a balance sheet is presented, except for the rollforward requirement, which should be applied prospectively. The Company is assessing the effects that the adoption of this accounting pronouncement may have on its financial statements.   On March 28, 2023, the FASB issued Accounting Standards Update No. 2023-01, Leases (Topic 842): Common Control Arrangements (“ASU 2023-01”). The amendments in ASU 2023-01 improve current U.S. GAAP by clarifying the accounting for leasehold improvements associated with common control leases, thereby reducing diversity in practice. Additionally, the amendments provide investors and other allocators of capital with financial information that better reflects the economics of those transactions. The new standard is effective for the Company for its fiscal year beginning January 1, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard.   Recently Adopted Accounting Standards   In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The standard also requires that financial assets measured at amortized cost be presented at the net amount anticipated to be collected via an allowance for credit losses that is deducted from the amortized cost basis. Pursuant to ASU 2016-13, the Company is required to measure all expected credit losses based upon historical experience, current conditions, and reasonable (and supportable) forecasts that affect the collectability of the financial asset. The Company adopted this update effective January 1, 2023 and the implementation of this update did not have a material impact on the Company’s condensed consolidated financial statements and disclosures.

v3.23.2

REVENUE RECOGNITION	6 Months Ended
	Jun. 30, 2023
Revenue from Contract with Customer [Abstract]
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:         Three Months Ended June 30,     Six Months Ended June 30,       Pattern of Recognition   2023     2022     2023     2022   Device   Point in time   $ 2,810     $ 1,168     $ 4,942     $ 2,360   Service   Over time     571       365       1,074       682   Total revenue       $ 3,381     $ 1,533     $ 6,016     $ 3,042     Contract Balances Contract balances represent amounts presented in the condensed consolidated 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:                   June 30, 2023     December 31, 2022   Accounts receivable, net   $ 3,948     $ 2,103   Unbilled receivables - current   $ 663     $ 454   Unbilled receivables - non-current(1)   $ 697     $ 744   Deferred revenue   $ 1,490     $ 1,378   Long term deferred revenue   $ 1,280     $ 1,526   ______________________ (1) Recorded in other long term assets in the Company’s consolidated balance sheets.   The Company recognizes a receivable when it has an unconditional right to payment. Typical payment terms require the Company's customers to pay the Company within 30 days of invoice and up to less than one year based on the terms agreed upon with the respective customer.   Accounts Receivable, Unbilled Services, and Deferred Revenue   Accounts receivable are recorded at net realizable value. Unbilled receivables arise when performance obligations are satisfied for which revenue has been recognized but the customers have not been billed. Contractual provisions and payment schedules may or may not correspond to the timing of the performance of services under the contract.   Deferred revenue is a contract liability that consists of customer payments received in advance of performance and billings in excess of revenue recognized, net of revenue recognized from the balance at the beginning of the period.   The amount of revenue recognized during the three and six months ended June 30, 2023 that was included in the deferred revenue balance at the beginning of the period was $482 and $812, respectively.   The amount of revenue recognized during the three and six months ended June 30, 2022 that was included in the deferred revenue balance at the beginning of the period was $321 and $383, respectively. Timing of Billing and Performance   Difference in the timing of revenue recognition and associated billings and cash collections result in recording of billed accounts receivable, unbilled accounts receivable (including contract assets), and deferred revenue on the consolidated balance sheet. Amounts are billed in accordance with the agreed-upon contractual terms, resulting in recording unbilled accounts receivable in instances where the right to bill is contingent solely on the passage of time, and contract assets in instances where the right to consideration is conditional on something other than the passage of time.   Revenue from Leasing Arrangements   Revenue from leasing arrangements is not subject to the revenue standard for contracts with customers and remains separately accounted for under ASC 842, including leases for the three and six months ended June 30, 2023 and the year ended December 31, 2022. The Company records operating lease rental revenue as service revenue on a straight-line basis over the lease term. The Company recorded service revenue from lease arrangements of $114 and $229 for the three and six months ended June 30, 2023, respectively. The Company recorded service revenue from lease arrangements of $135 and $247 for the three and six months ended June 30, 2022, respectively. The Company records revenue from the sale of hardware devices under sales-type leases as device 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 device revenue in the consolidated statements of operations and comprehensive loss and is recognized at effective rates of return over the lease term.   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 are recorded in Other long term assets and were $286 and $247 as of June 30, 2023 and December 31, 2022, respectively. During the three and six months ended June 30, 2023, the Company recognized $25 and $125, respectively, in expense related to the amortization of the capitalized contract costs. During the three and six months ended June 30, 2022, the Company recognized $54 and $138, respectively, in expense related to the amortization of the capitalized contract costs. Transaction price allocated to remaining performance obligations As of June 30, 2023 and December 31, 2022, the Company had remaining performance obligations amounting to $5,511 and $8,663, respectively. The Company expects to recognize approximately 23% of its remaining performance obligations as revenue in fiscal year 2023, and an additional 77% in fiscal year 2024 and thereafter.

v3.23.2

FAIR VALUE OF FINANCIAL INSTRUMENTS	6 Months Ended
	Jun. 30, 2023
Fair Value Disclosures [Abstract]
FAIR VALUE OF FINANCIAL INSTRUMENTS	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, 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. The Company had no assets or liabilities classified as Level 2 or Level 3 and there were no transfers between fair value measurement levels during the three and six months ended June 30, 2023 and 2022. The Company had $94,902 and $93,502 of money market funds, demand deposit and savings accounts included in cash and cash equivalents and restricted cash as of June 30, 2023 and December 31, 2022, respectively. These assets were valued using quoted prices in active markets and accordingly were classified as Level 1.

v3.23.2

INVENTORIES	6 Months Ended
	Jun. 30, 2023
Inventory Disclosure [Abstract]
Inventories	5. INVENTORIES A summary of inventories is as follows:       June 30, 2023     December 31, 2022   Raw materials   $ 3,066     $ 2,241   Finished goods     2,917       2,381   Total inventories   $ 5,983     $ 4,622   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.

v3.23.2

PROPERTY AND EQUIPMENT, NET	6 Months Ended
	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT, NET	6. PROPERTY AND EQUIPMENT, NET Property and equipment, net, are recorded at historical cost and consist of the following:     June 30, 2023     December 31, 2022   Laboratory equipment   $ 986     $ 923   Research devices     1,689       1,709   Sales and marketing devices     413       524   Computer equipment     624       623   Construction in progress     380       359   Tooling     434       372   Trade show assets     254       254   Leased devices     453       453   Other     517       353       5,750       5,570   Less: Accumulated depreciation and amortization     (2,692 )     (2,322 ) Property and equipment, net   $ 3,058     $ 3,248     Depreciation expense amounted to $259 and $513 for the three and six months ended June 30, 2023, respectively. Depreciation expense amounted to $263 and $516 for the three and six months ended June 30, 2022, respectively.

v3.23.2

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES	6 Months Ended
	Jun. 30, 2023
Payables and Accruals [Abstract]
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES	7. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following:                     June 30, 2023     December 31, 2022   Bonus   $ 1,777     $ 2,674   Contracted services     982       1,127   Legal fees     269       261   Payroll and related benefits     948       1,876   Other     183       38   Total accrued expenses and other current liabilities   $ 4,159     $ 5,976

v3.23.2

EQUITY INCENTIVE PLAN	6 Months Ended
	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
EQUITY INCENTIVE PLAN	8. EQUITY INCENTIVE PLAN   The Company's 2021 Equity Incentive Plan (the “Hyperfine Plan”) is administered by the Company's board of directors and its compensation committee, which may grant restricted stock units (“RSUs”) and options to purchase shares either as incentive stock options or non-qualified stock options, and other stock-based awards. 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.   Stock option activity   The following table summarizes the changes in the Company’s outstanding stock options for the three and six months ended June 30, 2023:       Number of Options   Outstanding at January 1, 2023     10,719,564   Granted (1) (2) (3) (4)     4,440,848   Exercised     (117,867 ) Forfeited / Cancelled / Expired (5)     (798,260 ) Outstanding at June 30, 2023     14,244,285   _____________________________________________ (1) Includes inducement stock options to purchase 1,000,000 shares of common stock granted to the Company’s Chief Administrative Officer and Chief Financial Officer outside of the Hyperfine Plan and in accordance with Nasdaq Listing Rule 5635(c)(4). (2) Includes the one-time special grant of non-qualified stock options to purchase 237,437 shares of the Company’s Class A common stock granted to the Company’s Chairperson pursuant to the Hyperfine Plan effective as of June 9, 2023, at an exercise price equal to $1.97 per share, the closing price of the Company’s Class A common stock on the Nasdaq Capital Market on June 9, 2023, which will vest as to 100% on the fifth anniversary of June 9, 2023, subject to the Chairperson continued service to the Company through the vesting date. The grant is contingent upon the cancellation of the non-qualified stock option to purchase 237,437 shares of the Company’s Class A common stock having an exercise price of $0.91 per share previously granted to the Company’s Chairperson, which was cancelled on June 9, 2023. The cancellation and concurrent grant of replacement award is accounted for as a modification of the terms of cancelled award. (3) Includes the annual equity grant to five nonemployee directors of non-qualified stock options to purchase 112,000 shares each of the Company’s Class A common stock effective as of June 9, 2023, for a total of 560,000 shares. Also, includes a one-time special grant to three nonemployee directors of non-qualified stock options to purchase 85,000 shares for a total of 255,000 shares of the Company’s Class A common stock as of June 9, 2023, at an exercise price equal to $1.97 per share, the closing price of the Company’s Class A common stock, which will vest as to 50% on June 9, 2024 and the remaining 50% on June 9, 2025, subject to such director’s continued service to the Company through the applicable vesting dates. (4) Includes employee new hire grants of stock options to purchase 264,400 shares of the Company's Class A common. Includes annual employee grants of stock options to purchase 2,124,411 shares of the Company's Class A common stock, including the executive grants of stock options to purchase 468,400 shares of the Company's Class A common stock. The grants vest 25% on the first anniversary date of the grant with the remainder vesting equally over the remaining 36 months. (5) Includes the cancellation of the non-qualified stock option to purchase 237,437 shares of the Company’s Class A common stock previously granted to the Company’s Chairperson which was cancelled on June 9, 2023.   In general, employee awards will vest based on continued service which is generally over 4 years. Nonemployee director awards generally will vest in one year based on continued service on the date of the next regular annual stockholders meeting. The grant date fair value of the award will be recognized as stock-based compensation expense over the requisite service period. The grant date fair value was determined using similar methods and assumptions as those previously disclosed by the Company.   Restricted stock unit activity   The following table summarizes the changes in the Company’s outstanding RSUs for the three and six months ended June 30, 2023:       Number of RSUs   Outstanding at January 1, 2023     1,585,359   Granted     29,000   Vested     (544,191 ) Forfeited     (159,020 ) Outstanding at June 30, 2023     911,148       The following table presents details of stock-based compensation expenses by functional line item noted within the Company's operating expenses:       Three Months Ended June 30,     Six Months Ended June 30,       2023     2022     2023     2022   Cost of sales   $ 28     $ 35     $ 51     $ 51   Research and development     228       731       434       1,512   Sales and marketing     57       116       95       212   General and administrative     820       6,220       1,679       9,438       $ 1,133     $ 7,102     $ 2,259     $ 11,213

v3.23.2

NET LOSS PER SHARE	6 Months Ended
	Jun. 30, 2023
Earnings Per Share [Abstract]
NET LOSS PER SHARE	9. 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, RSUs and Earn-Out Shares (defined below), 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:       Three Months Ended June 30,     Six Months Ended June 30,       2023     2022     2023     2022   Numerator:                         Net Loss   $ (10,637 )   $ (23,159 )   $ (22,797 )   $ (46,934 ) Numerator for Basic and Dilutive EPS – Loss available to common stockholders   $ (10,637 )   $ (23,159 )   $ (22,797 )   $ (46,934 ) Denominator:                         Common Stock     71,201,170       70,350,178       71,033,629       70,341,411   Denominator for Basic and Dilutive EPS - Weighted-average common stock     71,201,170       70,350,178       71,033,629       70,341,411   Basic and dilutive net loss per share   $ (0.15 )   $ (0.33 )   $ (0.32 )   $ (0.67 )   Since the Company was in a net loss position for all periods presented, net loss per share attributable to Class A and Class B 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:       Three Months Ended June 30,     Six Months Ended June 30,       2023     2022     2023     2022   Outstanding options to purchase common stock     14,244,285       11,782,166       14,244,285       11,782,166   Outstanding RSUs     911,148       2,386,647       911,148       2,386,647   Earn-Out Shares (1)     9,357,835       9,979,903       9,357,835       9,979,903   Total anti-dilutive common equivalent shares     24,513,268       24,148,716       24,513,268       24,148,716   _________________________ (1) The Company will issue to holders of Legacy Hyperfine and Liminal securities as of immediately prior to the effective time of the Mergers, in accordance with their pro rata share, up to 10,000,000 shares of Class A common stock as earn-out consideration (the “Earn-Out Shares”) net of forfeitures, if at any time during the period between the Closing Date of December 22, 2021 and the third anniversary of the Closing Date (the “Earn-Out Period”), (i) the last share price of the Class A common stock is greater than or equal to $15.00 for any 20 trading days within any 30 consecutive trading day period, or (ii) there is a transaction that will result in shares of Class A common stock being converted or exchanged into the right to receive cash or other consideration having a value greater than or equal to $15.00. During the Earn-Out Period, if there is a transaction (other than for stock splits, stock dividends, special cash dividends, reorganizations, recapitalizations or similar transactions affecting the Class A common stock) that will result in the shares of Class A common stock being converted or exchanged into the right to receive cash or other consideration having a value less than $15.00, then the right to receive Earn-Out Shares will terminate.

v3.23.2

INCOME TAXES	6 Months Ended
	Jun. 30, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	10. INCOME TAXES   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.   Income taxes for the three and six months ended June 30, 2023 and 2022 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 three and six months ended June 30, 2023 and 2022. 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, stock-based compensation, 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 June 30, 2023 and 2022 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.

v3.23.2

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	11. 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. A total of approximately $105 and $133 was paid during the three and six months ended June 30, 2023, respectively, and a total of approximately $67 and $97 was paid during the three and six months ended June 30, 2022, respectively.   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 bore interest at a rate equal to 1.68% per annum. In accordance with the terms of the Note, since the Borrower remained employed with the Company on the maturity date of January 11, 2022. The then $90 of the outstanding principal amount and all interest accrued to that date was forgiven and the Borrower is no longer required to repay the amount.   Legacy Hyperfine and Liminal each entered into a Master Services Agreement with 4C effective as of July 7, 2021 pursuant to which Legacy Hyperfine and Liminal may engage 4C to provide services such as general administration, facilities, information technology, financing, legal, human resources and other services, through future statements of work and under terms and conditions to be determined by the parties with respect to any services to be provided.   The Company incurred and recorded expenses from 4C of $25 and $45 during the three and six months ended June 30, 2023, respectively. The Company recorded a net credit to expenses from 4C of $198 and $44 during the three and six months ended June 30, 2022, respectively. As of June 30, 2023, there was $45 due to 4C and as of December 31, 2022 there was $48 due from 4C for expenses paid on its behalf. These receivables and payables are included in due to related parties and due from related parties, respectively, on the condensed consolidated balance sheet.   Legacy 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, Tesseract Health, Inc., Detect, Inc. (f/k/a Homodeus Inc.), Legacy Hyperfine and Liminal was signed in November 2020; a TSEA by and among Quantum-Si Incorporated, AI Therapeutics, Inc., 4Bionics, Tesseract Health, Inc., Detect, Inc., Legacy Hyperfine and Liminal was signed in February 2021 (and which Protein Evolution, Inc. joined in August 2021); and a TSEA by and among Legacy Hyperfine, Liminal, AI Therapeutics, Inc., Tesseract Health, Inc. and Detect, Inc. was signed in July 2021 and became effective upon the Closing. Under the TSEA, Legacy Hyperfine, Liminal and 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. There were no remaining amounts receivable or payable at June 30, 2023 or December 31, 2022.

v3.23.2

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	12. 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 three and six months ended June 30, 2023 or 2022.   During 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 Company’s portable point-of-care MRI system to enable the performance of a multi-site study focused on optimizing diagnostic image quality (the “Project”) through February 2023. The corresponding funding for the Project from BMGF is recorded as a reduction in research and development expenses when realized during the period. During 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 five sites and other related deliverables. On March 29, 2023, the term of the BMGF grant agreement was extended to February 28, 2024. On May 16, 2023, the Company was awarded an additional $3,354 grant from the BMGF to continue to develop a scalable approach to measuring neurodevelopment via low-field magnetic resonance imaging (MRI) in neonates, infants, and young children in low-to-middle income countries through February 28, 2026, of which $499 was received as of June 30, 2023. The funds are accounted for as restricted cash with an offset to deferred grant revenue. During the three and six months ended June 30, 2023, $243 and $301, respectively, was released from restricted cash. At June 30, 2023 and December 31, 2022, the Company has $969 and $771, respectively, of restricted cash on the condensed consolidated 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 June 30, 2023 and December 31, 2022, there were no grant fund amounts that were required to be returned under the terms of the Project.   Purchase Commitments   The Company’s purchase commitments and obligations include all open purchase orders and contractual obligations in the ordinary course of business, including commitments with contract manufacturers and suppliers, for which the Company has not received the goods or services. A majority of these purchase obligations are due within a year. Although open purchase orders are considered enforceable and legally binding, the terms generally allow the Company the option to cancel, reschedule, and adjust its requirements based on the Company’s business needs prior to the delivery of goods or performance of services.   Operating Leases   On March 31, 2023, the Company entered into a lease agreement for approximately 2,225 square feet of office facilities in Palo Alto, California, effective May 1, 2023. The lease term is 12 months beginning May 1, 2023, and includes an option to renew for an additional term at the then prevailing rental rate. The exercise of the lease renewal option is at the Company’s sole discretion. Future minimum commitments due under the lease agreement as of June 30, 2023, are $97 for the remainder of 2023 and $65 thereafter.   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 has indemnification obligations under some agreements that the Company enters into 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 against claims and related losses suffered or incurred by the indemnified party from actual or threatened third-party claims 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. The Company has not recorded any liability under such indemnification provisions within its condensed consolidated balance sheets. The Company is not aware of any claims or other circumstances that would give rise to material payments from the Company under such indemnification provisions.   The Company agreed to pay $1,000 to a third party service provider if the Companies’ pre-closing equity holders receive any Earn-Out Shares. As the Company has not met the criteria to trigger the earn-out, such payment is not determined to be probable and no liability was recognized within our condensed consolidated balance sheets. See Note 9. Net Loss Per Share, for further information regarding the earn-out criteria.

v3.23.2

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	13. SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date the financial statements were issued and has determined that there were no subsequent events required to be disclosed.

v3.23.2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The unaudited accompanying condensed consolidated 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. All intercompany transactions and balances have been eliminated.   These condensed consolidated financial statements should be read in conjunction with the financial statements and notes included in the Company’s audited consolidated financial statements as of and for the years ended December 31, 2022 and 2021. The condensed consolidated balance sheet as of December 31, 2022 included herein was derived from the audited consolidated financial statements as of that date.   The accompanying condensed consolidated 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 three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for any subsequent quarter, the year ending December 31, 2023, or any other period.   Except as described elsewhere in this Note 2 under the heading “Recently Issued Accounting Pronouncements”, there have been no material changes to the Company’s significant accounting policies as described in the audited consolidated financial statements as of December 31, 2022 and 2021.
Risks and Uncertainties	Risks and Uncertainties   The Company relies on single source manufacturers and suppliers for the supply of its products. Disruption from these manufacturers or suppliers has and would have a negative impact on the Company’s business, financial position and results of operations in its condensed consolidated financial statements.
Concentration of Credit Risk	Concentrations of Credit Risk   Our cash and cash equivalents are deposited with several major financial institutions. At times, deposits in these institutions exceed the amount of insurance provided on such deposits. The Company reduces this risk by maintaining such deposits with high quality financial institutions that management believes are creditworthy and the Company monitors this credit risk and makes adjustments to the concentrations as necessary. We have not experienced any losses in such accounts and do not believe that we are exposed to any significant risk of loss on these balances.   With respect to accounts receivable, credit risk is mitigated by the Company’s ongoing credit evaluation of its customers’ financial condition. As of June 30, 2023 and December 31, 2022, the Company had two and three customers, respectively, that each accounted for more than 10 percent of trade receivables. With respect to revenues, one customer accounted for more than 10% of revenues for the three and six months ended June 30, 2023. One and two customers each accounted for more than 10% of revenue for the three and six months ended June 30, 2022, respectively.
Segment Information	Segment Information The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer (“CEO”). Legacy Hyperfine represents one operating segment. Also, as noted above, in December 2022, the Company suspended its program to develop a device to non-invasively measure key vital signs in the brain, which was the focus of Liminal. Substantially all of the Company’s long-lived assets are located in the United States. Other than $2,897 and $3,931 of revenue recognized in non-U.S. countries for the three and six months ended June 30, 2023, respectively, all of the revenues during these periods were earned in the United States. Since the Company is aggregated into a single reportable segment, all required financial segment information is provided in the condensed consolidated financial statements.
Use of Estimates	Use of Estimates The preparation of the condensed consolidated 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 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, if any; • Allowance for credit losses; • 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 the calculation of stock-based compensation expense. 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 financial statements.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements   On September 29, 2022 the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2022-04 “Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations.” The amendments in this update require entities that use supplier finance programs in connection with the purchase of goods and services to disclose the key terms of the programs and information about their obligations outstanding at the end of the reporting period, including a rollforward of those obligations. The guidance does not affect the recognition, measurement or financial statement presentation of supplier finance program obligations. The amendments in this update are effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, except for the rollforward requirement, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The guidance should be applied retrospectively to all periods in which a balance sheet is presented, except for the rollforward requirement, which should be applied prospectively. The Company is assessing the effects that the adoption of this accounting pronouncement may have on its financial statements.   On March 28, 2023, the FASB issued Accounting Standards Update No. 2023-01, Leases (Topic 842): Common Control Arrangements (“ASU 2023-01”). The amendments in ASU 2023-01 improve current U.S. GAAP by clarifying the accounting for leasehold improvements associated with common control leases, thereby reducing diversity in practice. Additionally, the amendments provide investors and other allocators of capital with financial information that better reflects the economics of those transactions. The new standard is effective for the Company for its fiscal year beginning January 1, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard.
Recently Adopted Accounting Standards	Recently Adopted Accounting Standards   In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The standard also requires that financial assets measured at amortized cost be presented at the net amount anticipated to be collected via an allowance for credit losses that is deducted from the amortized cost basis. Pursuant to ASU 2016-13, the Company is required to measure all expected credit losses based upon historical experience, current conditions, and reasonable (and supportable) forecasts that affect the collectability of the financial asset. The Company adopted this update effective January 1, 2023 and the implementation of this update did not have a material impact on the Company’s condensed consolidated financial statements and disclosures.

v3.23.2

REVENUE RECOGNITION (Tables)	6 Months Ended
	Jun. 30, 2023
Revenue from Contract with Customer [Abstract]
Summary of Disaggregated Revenues	The following table summarizes the Company’s disaggregated revenues:         Three Months Ended June 30,     Six Months Ended June 30,       Pattern of Recognition   2023     2022     2023     2022   Device   Point in time   $ 2,810     $ 1,168     $ 4,942     $ 2,360   Service   Over time     571       365       1,074       682   Total revenue       $ 3,381     $ 1,533     $ 6,016     $ 3,042
Information about Receivables and Deferred Revenue from Contracts with Customers	The following table provides information about receivables and deferred revenue from contracts with customers:                   June 30, 2023     December 31, 2022   Accounts receivable, net   $ 3,948     $ 2,103   Unbilled receivables - current   $ 663     $ 454   Unbilled receivables - non-current(1)   $ 697     $ 744   Deferred revenue   $ 1,490     $ 1,378   Long term deferred revenue   $ 1,280     $ 1,526   ______________________ (1) Recorded in other long term assets in the Company’s consolidated balance sheets.

v3.23.2

INVENTORIES (Tables)	6 Months Ended
	Jun. 30, 2023
Inventory Disclosure [Abstract]
Summary of Inventories	A summary of inventories is as follows:       June 30, 2023     December 31, 2022   Raw materials   $ 3,066     $ 2,241   Finished goods     2,917       2,381   Total inventories   $ 5,983     $ 4,622

v3.23.2

PROPERTY AND EQUIPMENT, NET (Tables)	6 Months Ended
	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment, Net	Property and equipment, net, are recorded at historical cost and consist of the following:     June 30, 2023     December 31, 2022   Laboratory equipment   $ 986     $ 923   Research devices     1,689       1,709   Sales and marketing devices     413       524   Computer equipment     624       623   Construction in progress     380       359   Tooling     434       372   Trade show assets     254       254   Leased devices     453       453   Other     517       353       5,750       5,570   Less: Accumulated depreciation and amortization     (2,692 )     (2,322 ) Property and equipment, net   $ 3,058     $ 3,248

v3.23.2

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables)	6 Months Ended
	Jun. 30, 2023
Payables and Accruals [Abstract]
Schedule Of Accrued Expenses and Other Current Liabilities	Accrued expenses and other current liabilities consist of the following:                     June 30, 2023     December 31, 2022   Bonus   $ 1,777     $ 2,674   Contracted services     982       1,127   Legal fees     269       261   Payroll and related benefits     948       1,876   Other     183       38   Total accrued expenses and other current liabilities   $ 4,159     $ 5,976

v3.23.2

EQUITY INCENTIVE PLAN (Tables)	6 Months Ended
	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
Summary of Stock Option Activity	The following table summarizes the changes in the Company’s outstanding stock options for the three and six months ended June 30, 2023:       Number of Options   Outstanding at January 1, 2023     10,719,564   Granted (1) (2) (3) (4)     4,440,848   Exercised     (117,867 ) Forfeited / Cancelled / Expired (5)     (798,260 ) Outstanding at June 30, 2023     14,244,285   _____________________________________________ (1) Includes inducement stock options to purchase 1,000,000 shares of common stock granted to the Company’s Chief Administrative Officer and Chief Financial Officer outside of the Hyperfine Plan and in accordance with Nasdaq Listing Rule 5635(c)(4). (2) Includes the one-time special grant of non-qualified stock options to purchase 237,437 shares of the Company’s Class A common stock granted to the Company’s Chairperson pursuant to the Hyperfine Plan effective as of June 9, 2023, at an exercise price equal to $1.97 per share, the closing price of the Company’s Class A common stock on the Nasdaq Capital Market on June 9, 2023, which will vest as to 100% on the fifth anniversary of June 9, 2023, subject to the Chairperson continued service to the Company through the vesting date. The grant is contingent upon the cancellation of the non-qualified stock option to purchase 237,437 shares of the Company’s Class A common stock having an exercise price of $0.91 per share previously granted to the Company’s Chairperson, which was cancelled on June 9, 2023. The cancellation and concurrent grant of replacement award is accounted for as a modification of the terms of cancelled award. (3) Includes the annual equity grant to five nonemployee directors of non-qualified stock options to purchase 112,000 shares each of the Company’s Class A common stock effective as of June 9, 2023, for a total of 560,000 shares. Also, includes a one-time special grant to three nonemployee directors of non-qualified stock options to purchase 85,000 shares for a total of 255,000 shares of the Company’s Class A common stock as of June 9, 2023, at an exercise price equal to $1.97 per share, the closing price of the Company’s Class A common stock, which will vest as to 50% on June 9, 2024 and the remaining 50% on June 9, 2025, subject to such director’s continued service to the Company through the applicable vesting dates. (4) Includes employee new hire grants of stock options to purchase 264,400 shares of the Company's Class A common. Includes annual employee grants of stock options to purchase 2,124,411 shares of the Company's Class A common stock, including the executive grants of stock options to purchase 468,400 shares of the Company's Class A common stock. The grants vest 25% on the first anniversary date of the grant with the remainder vesting equally over the remaining 36 months. (5) Includes the cancellation of the non-qualified stock option to purchase 237,437 shares of the Company’s Class A common stock previously granted to the Company’s Chairperson which was cancelled on June 9, 2023.
Summary of Restricted Stock Unit Activity	The following table summarizes the changes in the Company’s outstanding RSUs for the three and six months ended June 30, 2023:       Number of RSUs   Outstanding at January 1, 2023     1,585,359   Granted     29,000   Vested     (544,191 ) Forfeited     (159,020 ) Outstanding at June 30, 2023     911,148
Summary of Stock-Based Compensation Expenses by Function	The following table presents details of stock-based compensation expenses by functional line item noted within the Company's operating expenses:       Three Months Ended June 30,     Six Months Ended June 30,       2023     2022     2023     2022   Cost of sales   $ 28     $ 35     $ 51     $ 51   Research and development     228       731       434       1,512   Sales and marketing     57       116       95       212   General and administrative     820       6,220       1,679       9,438       $ 1,133     $ 7,102     $ 2,259     $ 11,213

v3.23.2

NET LOSS PER SHARE (Tables)	6 Months Ended
	Jun. 30, 2023
Earnings Per Share [Abstract]
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:       Three Months Ended June 30,     Six Months Ended June 30,       2023     2022     2023     2022   Numerator:                         Net Loss   $ (10,637 )   $ (23,159 )   $ (22,797 )   $ (46,934 ) Numerator for Basic and Dilutive EPS – Loss available to common stockholders   $ (10,637 )   $ (23,159 )   $ (22,797 )   $ (46,934 ) Denominator:                         Common Stock     71,201,170       70,350,178       71,033,629       70,341,411   Denominator for Basic and Dilutive EPS - Weighted-average common stock     71,201,170       70,350,178       71,033,629       70,341,411   Basic and dilutive net loss per share   $ (0.15 )   $ (0.33 )   $ (0.32 )   $ (0.67 )
Schedule of Anti-dilutive Common Equivalent Shares	Anti-dilutive common equivalent shares were as follows:       Three Months Ended June 30,     Six Months Ended June 30,       2023     2022     2023     2022   Outstanding options to purchase common stock     14,244,285       11,782,166       14,244,285       11,782,166   Outstanding RSUs     911,148       2,386,647       911,148       2,386,647   Earn-Out Shares (1)     9,357,835       9,979,903       9,357,835       9,979,903   Total anti-dilutive common equivalent shares     24,513,268       24,148,716       24,513,268       24,148,716   _________________________ (1) The Company will issue to holders of Legacy Hyperfine and Liminal securities as of immediately prior to the effective time of the Mergers, in accordance with their pro rata share, up to 10,000,000 shares of Class A common stock as earn-out consideration (the “Earn-Out Shares”) net of forfeitures, if at any time during the period between the Closing Date of December 22, 2021 and the third anniversary of the Closing Date (the “Earn-Out Period”), (i) the last share price of the Class A common stock is greater than or equal to $15.00 for any 20 trading days within any 30 consecutive trading day period, or (ii) there is a transaction that will result in shares of Class A common stock being converted or exchanged into the right to receive cash or other consideration having a value greater than or equal to $15.00. During the Earn-Out Period, if there is a transaction (other than for stock splits, stock dividends, special cash dividends, reorganizations, recapitalizations or similar transactions affecting the Class A common stock) that will result in the shares of Class A common stock being converted or exchanged into the right to receive cash or other consideration having a value less than $15.00, then the right to receive Earn-Out Shares will terminate.

v3.23.2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2023 USD ($) Customer	Jun. 30, 2022 USD ($) Customer	Jun. 30, 2023 USD ($) Customer	Jun. 30, 2022 USD ($) Customer	Dec. 31, 2022 Customer
Summary Of Significant Accounting Policies [Line Items]
Revenue recognized | $	$ 482	$ 321	$ 812	$ 383
ASU 2016-13
Summary Of Significant Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted	true		true
Change in accounting principle, accounting standards update, immaterial effect	true		true
Change in accounting principle, accounting standards update, adoption date	Jan. 01, 2023		Jan. 01, 2023
Revenue | Customer Concentration Risk
Summary Of Significant Accounting Policies [Line Items]
Number Of Customers | Customer	1	1	1	2
Accounts Receivable | Customer Concentration Risk
Summary Of Significant Accounting Policies [Line Items]
Number Of Customers | Customer			2		3
Non-US Countries
Summary Of Significant Accounting Policies [Line Items]
Revenue recognized | $	$ 2,897		$ 3,931

v3.23.2

REVENUE RECOGNITION - Summary of Disaggregated Revenues (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation Of Revenue [Line Items]
Total revenue	$ 3,381	$ 1,533	$ 6,016	$ 3,042
Device
Disaggregation Of Revenue [Line Items]
Total revenue	2,810	1,168	4,942	2,360
Device | Point In Time
Disaggregation Of Revenue [Line Items]
Total revenue	2,810	1,168	4,942	2,360
Service
Disaggregation Of Revenue [Line Items]
Total revenue	571	365	1,074	682
Service | Over Time
Disaggregation Of Revenue [Line Items]
Total revenue	$ 571	$ 365	$ 1,074	$ 682

v3.23.2

REVENUE RECOGNITION - Information about Receivables and Deferred Revenue from Contracts with Customers (Details) - USD ($) $ in Thousands		Jun. 30, 2023	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Accounts receivable, net		$ 3,948	$ 2,103
Unbilled receivables - current		663	454
Unbilled receivables - non-current	[1]	697	744
Deferred revenue		1,490	1,378
Long term deferred revenue		$ 1,280	$ 1,526
[1] Recorded in other long term assets in the Company’s consolidated balance sheets.

v3.23.2

REVENUE RECOGNITION - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Disaggregation Of Revenue [Line Items]
Payment terms range, minimum			30 days
Payment terms range, maximum			1 year
Revenue recognized that was included in the deferred revenue balance at the beginning of the period	$ 482	$ 321	$ 812	$ 383
Capitalized contract cost	286		286		$ 247
Amortization of capitalized contract cost	25	54	125	138
Remaining performance obligation	5,511		5,511		$ 8,663
Service
Disaggregation Of Revenue [Line Items]
Revenue from lease arrangements	$ 114	$ 135	$ 229	$ 247

v3.23.2

REVENUE RECOGNITION - Additional Information (Details1)	Jun. 30, 2023
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-01-01
Disaggregation Of Revenue [Line Items]
Remaining performance obligation expected to be recognized, percentage	23.00%
Remaining performance obligation expected to be recognized, duration	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-01-01
Disaggregation Of Revenue [Line Items]
Remaining performance obligation expected to be recognized, percentage	77.00%
Remaining performance obligation expected to be recognized, duration

v3.23.2

FAIR VALUE OF FINANCIAL INSTRUMENTS - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value assets transfer between levels amount	$ 0	$ 0	$ 0	$ 0
Level 1 | Money Market Funds and Demand Deposit Accounts
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash and cash equivalents	94,902,000		94,902,000		$ 93,502,000
Level 2
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	0	0	0	0
Liabilities	0	0	0	0
Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	0	0	0	0
Liabilities	$ 0	$ 0	$ 0	$ 0

v3.23.2

INVENTORIES - Summary of Inventories (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Raw materials	$ 3,066	$ 2,241
Finished goods	2,917	2,381
Total inventories	$ 5,983	$ 4,622

v3.23.2

PROPERTY AND EQUIPMENT, NET - Schedule of Property and equipment, net (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 5,750	$ 5,570
Less: Accumulated depreciation and amortization	(2,692)	(2,322)
Property and equipment, net	3,058	3,248
Laboratory Equipment
Property Plant And Equipment [Line Items]
Property and equipment, gross	986	923
Research Devices
Property Plant And Equipment [Line Items]
Property and equipment, gross	1,689	1,709
Sales and Marketing Devices
Property Plant And Equipment [Line Items]
Property and equipment, gross	413	524
Computer Equipment
Property Plant And Equipment [Line Items]
Property and equipment, gross	624	623
Construction In Progress
Property Plant And Equipment [Line Items]
Property and equipment, gross	380	359
Tooling
Property Plant And Equipment [Line Items]
Property and equipment, gross	434	372
Trade Show Assets
Property Plant And Equipment [Line Items]
Property and equipment, gross	254	254
Leased Devices
Property Plant And Equipment [Line Items]
Property and equipment, gross	453	453
Other
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 517	$ 353

v3.23.2

PROPERTY AND EQUIPMENT, NET - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 259	$ 263	$ 513	$ 516

v3.23.2

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Bonus	$ 1,777	$ 2,674
Contracted services	982	1,127
Legal fees	269	261
Payroll and related benefits	948	1,876
Other	183	38
Total accrued expenses and other current liabilities	$ 4,159	$ 5,976

v3.23.2

EQUITY INCENTIVE PLAN - Summary of Stock Option Activity (Details)	6 Months Ended
	Jun. 30, 2023 shares
Share-Based Payment Arrangement [Abstract]
Number of Options, Beginning balance	10,719,564
Number of Options, Granted	4,440,848	[1],[2],[3],[4]
Number of Options, Exercised	(117,867)
Number of Options, Forfeited / Cancelled / Expired	(798,260)	[5]
Number of Options, Ending balance	14,244,285
[1] Includes inducement stock options to purchase 1,000,000 shares of common stock granted to the Company’s Chief Administrative Officer and Chief Financial Officer outside of the Hyperfine Plan and in accordance with Nasdaq Listing Rule 5635(c)(4). [2] Includes the annual equity grant to five nonemployee directors of non-qualified stock options to purchase 112,000 shares each of the Company’s Class A common stock effective as of June 9, 2023, for a total of 560,000 shares. Also, includes a one-time special grant to three nonemployee directors of non-qualified stock options to purchase 85,000 shares for a total of 255,000 shares of the Company’s Class A common stock as of June 9, 2023, at an exercise price equal to $1.97 per share, the closing price of the Company’s Class A common stock, which will vest as to 50% on June 9, 2024 and the remaining 50% on June 9, 2025, subject to such director’s continued service to the Company through the applicable vesting dates. [3] Includes employee new hire grants of stock options to purchase 264,400 shares of the Company's Class A common. Includes annual employee grants of stock options to purchase 2,124,411 shares of the Company's Class A common stock, including the executive grants of stock options to purchase 468,400 shares of the Company's Class A common stock. The grants vest 25% on the first anniversary date of the grant with the remainder vesting equally over the remaining 36 months. [4] Includes the one-time special grant of non-qualified stock options to purchase 237,437 shares of the Company’s Class A common stock granted to the Company’s Chairperson pursuant to the Hyperfine Plan effective as of June 9, 2023, at an exercise price equal to $1.97 per share, the closing price of the Company’s Class A common stock on the Nasdaq Capital Market on June 9, 2023, which will vest as to 100% on the fifth anniversary of June 9, 2023, subject to the Chairperson continued service to the Company through the vesting date. The grant is contingent upon the cancellation of the non-qualified stock option to purchase 237,437 shares of the Company’s Class A common stock having an exercise price of $0.91 per share previously granted to the Company’s Chairperson, which was cancelled on June 9, 2023. The cancellation and concurrent grant of replacement award is accounted for as a modification of the terms of cancelled award. [5] Includes the cancellation of the non-qualified stock option to purchase 237,437 shares of the Company’s Class A common stock previously granted to the Company’s Chairperson which was cancelled on June 9, 2023.

v3.23.2

EQUITY INCENTIVE PLAN - Summary of Stock Option Activity (Parenthetical) (Details)			6 Months Ended
		Jun. 09, 2023 NonEmployeeDirector $ / shares shares	Jun. 30, 2023 shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Option to purchase shares	[1],[2],[3],[4]		4,440,848
Number of non-employee directors | NonEmployeeDirector		5
Vesting Period		36 months
Vesting Tranche One
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting Rights, Percentage		25.00%
Employee New Hire | Class A Common Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares to be purchased upon exercise of non-qualified stock options		264,400
Annual Employee Grants [Member] | Class A Common Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares to be purchased upon exercise of non-qualified stock options		2,124,411
Chief Administrative Officer and Chief Financial Officer
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Option to purchase shares			1,000,000
Chairperson | Class A Common Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares to be purchased upon exercise of non-qualified stock options		237,437
Exercise price of non-qualified stock options granted | $ / shares		$ 1.97
Vesting percentage of non-qualified stock options on fifth anniversary		100.00%
Cancellation of non-qualified stock options to purchase number of share		237,437
Exercise Price of Non-qualified Stock Options Cancelled | $ / shares		$ 0.91
Executive | Class A Common Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares to be purchased upon exercise of non-qualified stock options		468,400
Director | Three Nonemployee | Class A Common Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares to be purchased upon exercise of special grant non-qualified stock options		85,000
Non-employee Directors | Vesting Tranche One
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting Rights, Percentage		50.00%
Non-qualified stock options vesting date			Jun. 09, 2024
Non-employee Directors | Vesting Tranche Two
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting Rights, Percentage		50.00%
Non-qualified stock options vesting date			Jun. 09, 2025
Non-employee Directors | Class A Common Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares to be purchased upon exercise of non-qualified stock options		560,000
Number of shares to be purchased upon exercise of non-qualified stock options by each director		112,000
Exercise price of non-qualified stock options granted | $ / shares		$ 1.97
Number of shares to be purchased upon exercise of special grant non-qualified stock options		255,000
[1] Includes inducement stock options to purchase 1,000,000 shares of common stock granted to the Company’s Chief Administrative Officer and Chief Financial Officer outside of the Hyperfine Plan and in accordance with Nasdaq Listing Rule 5635(c)(4). [2] Includes the annual equity grant to five nonemployee directors of non-qualified stock options to purchase 112,000 shares each of the Company’s Class A common stock effective as of June 9, 2023, for a total of 560,000 shares. Also, includes a one-time special grant to three nonemployee directors of non-qualified stock options to purchase 85,000 shares for a total of 255,000 shares of the Company’s Class A common stock as of June 9, 2023, at an exercise price equal to $1.97 per share, the closing price of the Company’s Class A common stock, which will vest as to 50% on June 9, 2024 and the remaining 50% on June 9, 2025, subject to such director’s continued service to the Company through the applicable vesting dates. [3] Includes employee new hire grants of stock options to purchase 264,400 shares of the Company's Class A common. Includes annual employee grants of stock options to purchase 2,124,411 shares of the Company's Class A common stock, including the executive grants of stock options to purchase 468,400 shares of the Company's Class A common stock. The grants vest 25% on the first anniversary date of the grant with the remainder vesting equally over the remaining 36 months. [4] Includes the one-time special grant of non-qualified stock options to purchase 237,437 shares of the Company’s Class A common stock granted to the Company’s Chairperson pursuant to the Hyperfine Plan effective as of June 9, 2023, at an exercise price equal to $1.97 per share, the closing price of the Company’s Class A common stock on the Nasdaq Capital Market on June 9, 2023, which will vest as to 100% on the fifth anniversary of June 9, 2023, subject to the Chairperson continued service to the Company through the vesting date. The grant is contingent upon the cancellation of the non-qualified stock option to purchase 237,437 shares of the Company’s Class A common stock having an exercise price of $0.91 per share previously granted to the Company’s Chairperson, which was cancelled on June 9, 2023. The cancellation and concurrent grant of replacement award is accounted for as a modification of the terms of cancelled award.

v3.23.2

EQUITY INCENTIVE PLAN - Additional Information (Details)	6 Months Ended
	Jun. 30, 2023
Stock Option
Stock-based Compensation Arrangement by Stock-based Payment Award [Line Items]
Stock based compensation award requisite service period	4 years

v3.23.2

EQUITY INCENTIVE PLAN - Summary of Restricted Stock Unit Activity (Details) - Restricted Stock Unit	6 Months Ended
	Jun. 30, 2023 shares
Stock-based Compensation Arrangement by Stock-based Payment Award [Line Items]
Number of RSUs, Beginning balance	1,585,359
Number of RSUs, Granted	29,000
Number of RSUs, Vested	(544,191)
Number of RSUs, Forfeited	(159,020)
Number of RSUs, Ending balance	911,148

v3.23.2

EQUITY INCENTIVE PLAN - Summary of Stock-Based Compensation Expenses by Function (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Employee Service Stock-based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 1,133	$ 7,102	$ 2,259	$ 11,213
Cost of Sales
Employee Service Stock-based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	28	35	51	51
Research and Development
Employee Service Stock-based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	228	731	434	1,512
Sales and Marketing
Employee Service Stock-based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	57	116	95	212
General and Administrative
Employee Service Stock-based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 820	$ 6,220	$ 1,679	$ 9,438

v3.23.2

NET LOSS PER SHARE - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Net loss	$ (10,637)	$ (12,160)	$ (23,159)	$ (23,775)	$ (22,797)	$ (46,934)
Numerator for Basic and Dilutive EPS – Loss available to common stockholders	$ (10,637)		$ (23,159)		$ (22,797)	$ (46,934)
Denominator for Basic EPS - Weighted-average common stock	71,201,170		70,350,178		71,033,629	70,341,411
Denominator for Dilutive EPS - Weighted-average common stock	71,201,170		70,350,178		71,033,629	70,341,411
Earnings Per Share, Basic	$ (0.15)		$ (0.33)		$ (0.32)	$ (0.67)
Earnings Per Share, Diluted	$ (0.15)		$ (0.33)		$ (0.32)	$ (0.67)
Common Stock
Denominator for Basic EPS - Weighted-average common stock	71,201,170		70,350,178		71,033,629	70,341,411
Denominator for Dilutive EPS - Weighted-average common stock	71,201,170		70,350,178		71,033,629	70,341,411

v3.23.2

NET LOSS PER SHARE - Schedule of Anti-dilutive Common Equivalent Shares (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total anti-dilutive common equivalent shares	24,513,268	24,148,716	24,513,268	24,148,716
Outstanding Options to Purchase Common Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total anti-dilutive common equivalent shares	14,244,285	11,782,166	14,244,285	11,782,166
Outstanding RSUs
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total anti-dilutive common equivalent shares	911,148	2,386,647	911,148	2,386,647
Earn-Out Shares
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total anti-dilutive common equivalent shares	9,357,835	9,979,903	9,357,835	9,979,903

v3.23.2

NET LOSS PER SHARE - Schedule of Anti-dilutive Common Equivalent Shares (Parenthetical) (Details) - Class A Common Stock - $ / shares	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Common stock, shares issued	56,284,538	55,622,488
Number of trading days	20 days
Number of consecutive trading days	30 days
Earnout shares right to terminate threshold consideration value	$ 15
Minimum
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Share price	15
Value of cash or other consideration received upon conversion of stock	$ 15
Earn-Out Shares | Maximum
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Common stock, shares issued	10,000,000

v3.23.2

INCOME TAXES - Additional Information (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Effective tax rate percent	0.00%	0.00%	0.00%	0.00%
Statutory tax rate			21.00%

v3.23.2

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)		1 Months Ended	3 Months Ended		6 Months Ended
	Jan. 11, 2022	Jan. 31, 2018	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Related Party Transaction [Line Items]
Interest rate of the Note		1.68%
Promissory Note with one of the employees will be forgiven	$ 90,000
Due to related parties for payments paid on their behalf			$ 1,372,000		$ 1,372,000		$ 678,000
Due from related parties for payments made on behalf of the other entities			3,948,000		3,948,000		2,103,000
4C
Related Party Transaction [Line Items]
Payments for rent			105,000	$ 67,000	133,000	$ 97,000
Expenses incurred			25,000		45,000
Expenses incurred				$ 198,000		$ 44,000
Due from related parties							48,000
Due to related parties			45,000		45,000
TESA
Related Party Transaction [Line Items]
Due to related parties for payments paid on their behalf			0		0		0
Due from related parties for payments made on behalf of the other entities			0		0		0
Related Party
Related Party Transaction [Line Items]
Promissory Note with one of the employees		$ 90,000
Due from related parties							$ 48,000
Due to related parties			$ 45,000		$ 45,000

v3.23.2

COMMITMENTS AND CONTINGENCIES (Details)		3 Months Ended	6 Months Ended	12 Months Ended
	May 16, 2023 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($) Site	Mar. 31, 2023 ft²
Product Liability Contingency [Line Items]
Deferred grant funding		$ 969,000	$ 969,000	$ 771,000		$ 1,610,000
Amount released from restricted cash		243,000	301,000
Number of sites for equipping Hyperfine portable point-of-care MRI system | Site						20
Grant awarded from the BMGF	$ 3,354,000				$ 3,300,000
Grant awarded for provision and equipping			499,000		$ 2,500,000
Operating lease, number of square feet of office facilities | ft²							2,225
Lease Term							12 months
Future minimum commitments due under the lease agreement remainder of 2023.		97,000	97,000
Future minimum commitments due under the lease agreement thereafter.		65,000	65,000
Expenses allocated				1,000,000
Grant fund amounts required to be returned under provisions		0	0	$ 0
Earn-out liability		0	0
Indemnification Agreement
Product Liability Contingency [Line Items]
Liability under indemnifications		$ 0	$ 0

v3.23.2

RESTRUCTURING - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Restructuring Cost and Reserve [Line Items]
Operating expense	$ 13,136	$ 23,027	$ 27,326	$ 46,882

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