0001437749-20-022801 | 10-Q | XBRL Viewer

Note 4 - Fair Value - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Cash and cash equivalents	$ 19,964	$ 9,598
Restricted cash	1,154	969
Total assets measured at fair value	21,118	10,567
Contingent consideration	2,780	1,084
Warrant liabilities	124	2,388
Total liabilities measured at fair value	2,904	3,472
Fair Value, Inputs, Level 1 [Member]
Cash and cash equivalents	19,964	9,598
Restricted cash	1,154	969
Total assets measured at fair value	21,118	10,567
Contingent consideration	0	0
Warrant liabilities	0	0
Total liabilities measured at fair value	0	0
Fair Value, Inputs, Level 2 [Member]
Cash and cash equivalents	0	0
Restricted cash	0	0
Total assets measured at fair value	0	0
Contingent consideration	0	0
Warrant liabilities	0	0
Total liabilities measured at fair value	0	0
Fair Value, Inputs, Level 3 [Member]
Cash and cash equivalents	0	0
Restricted cash	0	0
Total assets measured at fair value	0	0
Contingent consideration	2,780	1,084
Warrant liabilities	124	2,388
Total liabilities measured at fair value	$ 2,904	$ 3,472

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Revenue:
Revenue	$ 814	$ 2,024	$ 2,068	$ 7,844
Cost of revenue:
Cost of revenue	1,423	3,446	4,573	9,849
Gross loss	(609)	(1,422)	(2,505)	(2,005)
Operating Expenses:
Research and development	4,673	5,884	12,867	17,834
Sales and marketing	3,136	6,883	10,291	22,425
General and administrative	3,462	5,908	10,426	14,959
Amortization of intangible assets	2,780	2,558	7,964	7,754
Change in fair value of contingent consideration	502	(11,647)	1,770	(9,689)
Restructuring and other charges	0	0	858	0
Goodwill impairment	0	78,969	0	78,969
Intangible assets impairment	0	7,912	0	7,912
Loss from sale of SurgiBot assets, net	0	0	0	97
Acquisition related costs	0	(40)	0	5
Total Operating Expenses	14,553	96,427	44,176	140,266
Operating Loss	(15,162)	(97,849)	(46,681)	(142,271)
Other Income (Expense):
Change in fair value of warrant liabilities	63	614	(206)	3,036
Interest income	3	63	34	559
Interest expense	0	(1,230)	0	(3,407)
Other income (expense), net	16	(439)	(54)	(935)
Total Other Income (Expense), net	82	(992)	(226)	(747)
Loss before income taxes	(15,080)	(98,841)	(46,907)	(143,018)
Income tax (expense) benefit	(2)	1,070	1,386	2,549
Net loss	(15,082)	(97,771)	(45,521)	(140,469)
Deemed dividend related to beneficial conversion feature of preferred stock	0	0	(412)	0
Deemed dividend related to conversion of preferred stock into common stock	0	0	(299)	0
Net loss attributable to common stockholders	(15,082)	(97,771)	(46,232)	(140,469)
Comprehensive loss:
Net loss	(15,082)	(97,771)	(45,521)	(140,469)
Foreign currency translation gain (loss)	2,101	(3,670)	2,191	(4,379)
Comprehensive loss	$ (12,981)	$ (101,441)	$ (43,330)	$ (144,848)
Net loss per common share attributable to common stockholders - basic (in dollars per share)	$ (0.15)	$ (5.55)	$ (0.77)	$ (8.26)
Net loss per common share attributable to common stockholders - diluted (in dollars per share)	$ (0.15)	$ (5.55)	$ (0.77)	$ (8.34)
Weighted average number of shares used in computing net loss per common share - basic (in shares)	97,538	17,629	59,737	17,015
Weighted average number of shares used in computing net loss per common share - diluted (in shares)	97,538	17,741	59,737	17,208
Product [Member]
Revenue:
Revenue	$ 436	$ 1,649	$ 992	$ 6,820
Cost of revenue:
Cost of revenue	720	2,399	2,353	6,628
Service [Member]
Revenue:
Revenue	378	375	1,076	1,024
Cost of revenue:
Cost of revenue	$ 703	$ 1,047	$ 2,220	$ 3,221

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Public Offering [Member] Common Stock [Member]	Public Offering [Member] Preferred Stock [Member]	Public Offering [Member] Treasury Stock [Member]	Public Offering [Member] Additional Paid-in Capital [Member]	Public Offering [Member] Retained Earnings [Member]	Public Offering [Member] AOCI Attributable to Parent [Member]	Public Offering [Member]	Cumulative Effect, Period of Adoption, Adjustment [Member] Common Stock [Member]	Cumulative Effect, Period of Adoption, Adjustment [Member] Preferred Stock [Member]	Cumulative Effect, Period of Adoption, Adjustment [Member] Treasury Stock [Member]	Cumulative Effect, Period of Adoption, Adjustment [Member] Additional Paid-in Capital [Member]	Cumulative Effect, Period of Adoption, Adjustment [Member] Retained Earnings [Member]	Cumulative Effect, Period of Adoption, Adjustment [Member] AOCI Attributable to Parent [Member]	Cumulative Effect, Period of Adoption, Adjustment [Member]	Common Stock [Member]	Preferred Stock [Member]	Treasury Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Balance (in shares) at Dec. 31, 2018															16,642	0	0
Balance at Dec. 31, 2018								$ 0	$ 0	$ 0	$ (7)	$ 7	$ 0	$ 0	$ 17	$ 0	$ 0	$ 676,572	$ (509,406)	$ 1,338	$ 168,521
Stock-based compensation															$ 0	$ 0	$ 0	2,981	0	0	2,981
Award of restricted stock units (in shares)															47	0	0
Award of restricted stock units															$ 0	$ 0	$ 0	1	0	0	1
Return of common stock to pay withholding taxes on restricted stock (in shares)															0	0	15
Return of common stock to pay withholding taxes on restricted stock															$ 0	$ 0	$ 0	(499)	0	0	(499)
Cancellation of treasury stock (in shares)															0	0	(15)
Cancellation of treasury stock															$ 0	$ 0	$ 0	0	0	0	0
Other comprehensive income (loss)															0	0	0	0	0	(1,949)	(1,949)
Net loss															$ 0	$ 0	$ 0	0	(22,525)	0	(22,525)
Exercise of stock options and warrants (in shares)															12	0	0
Exercise of stock options and warrants															$ 0	$ 0	$ 0	236	0	0	236
Balance (in shares) at Mar. 31, 2019															16,701	0	0
Balance at Mar. 31, 2019															$ 17	$ 0	$ 0	679,284	(531,924)	(611)	146,766
Balance (in shares) at Dec. 31, 2018															16,642	0	0
Balance at Dec. 31, 2018								$ 0	$ 0	$ 0	$ (7)	$ 7	$ 0	$ 0	$ 17	$ 0	$ 0	676,572	(509,406)	1,338	168,521
Net loss																					(140,469)
Balance (in shares) at Sep. 30, 2019															19,665	0	0
Balance at Sep. 30, 2019															$ 20	$ 0	$ 0	716,655	(649,866)	(3,041)	63,768
Balance (in shares) at Mar. 31, 2019															16,701	0	0
Balance at Mar. 31, 2019															$ 17	$ 0	$ 0	679,284	(531,924)	(611)	146,766
Stock-based compensation															$ 0	$ 0	$ 0	3,355	0	0	3,355
Award of restricted stock units (in shares)															14	0	0
Award of restricted stock units															$ 0	$ 0	$ 0	0	0	0	0
Other comprehensive income (loss)															0	0	0	0	0	1,240	1,240
Net loss															$ 0	$ 0	$ 0	0	(20,171)	0	(20,171)
Exercise of stock options and warrants (in shares)															25	0	0
Exercise of stock options and warrants															$ 0	$ 0	$ 0	297	0	0	297
Balance (in shares) at Jun. 30, 2019															16,740	0	0
Balance at Jun. 30, 2019															$ 17	$ 0	$ 0	682,936	(552,095)	629	131,487
Stock-based compensation															$ 0	$ 0	$ 0	3,391	0	0	3,391
Issuance of stock (in shares)															2,545	0	0
Issuance of stock															$ 3	$ 0	$ 0	23,722	0	0	23,725
Award of restricted stock units (in shares)															9	0	0
Award of restricted stock units															$ 0	$ 0	$ 0	0	0	0	0
Other comprehensive income (loss)															0	0	0	0	0	(3,670)	(3,670)
Net loss															$ 0	$ 0	$ 0	0	(97,771)	0	(97,771)
Exercise of stock options and warrants (in shares)															1	0	0
Exercise of stock options and warrants															$ 0	$ 0	$ 0	6	0	0	6
Issuance of common stock consideration of MST (in shares)															370	0	0
Issuance of common stock consideration of MST															$ 0	$ 0	$ 0	6,600	0	0	6,600
Balance (in shares) at Sep. 30, 2019															19,665	0	0
Balance at Sep. 30, 2019															$ 20	$ 0	$ 0	716,655	(649,866)	(3,041)	63,768
Balance (in shares) at Dec. 31, 2019															20,691	0	0
Balance at Dec. 31, 2019															$ 21	$ 0	$ 0	720,484	(663,600)	(1,370)	55,535
Stock-based compensation															$ 0	$ 0	$ 0	1,923	0	0	1,923
Issuance of stock (in shares)	14,122	7,937	0												7,030	0	0
Issuance of stock	$ 14	$ 79	$ 0	$ 13,432	$ 0	$ 0	$ 13,525								$ 7	$ 0	$ 0	11,205	0	0	11,212
Conversion of preferred stock to common stock (in shares)															3,053	(3,053)	0
Conversion of preferred stock to common stock															$ 3	$ (30)	$ 0	27	0	0	0
Exchange of shares for Series B Warrants (in shares)															2,041	0	0
Exchange of shares for Series B Warrants															$ 2	$ 0	$ 0	2,468	0	0	2,470
Award of restricted stock units (in shares)															141	0	0
Award of restricted stock units															$ 0	$ 0	$ 0	0	0	0	0
Return of common stock to pay withholding taxes on restricted stock (in shares)															0	0	28
Return of common stock to pay withholding taxes on restricted stock															$ 0	$ 0	$ 0	(33)	0	0	(33)
Cancellation of treasury stock (in shares)															0	0	(28)
Cancellation of treasury stock															$ 0	$ 0	$ 0	0	0	0	0
Other comprehensive income (loss)															0	0	0	0	0	(872)	(872)
Net loss															$ 0	$ 0	$ 0	0	(16,598)	0	(16,598)
Balance (in shares) at Mar. 31, 2020															47,078	4,884	0
Balance at Mar. 31, 2020															$ 47	$ 49	$ 0	749,506	(680,198)	(2,242)	67,162
Balance (in shares) at Dec. 31, 2019															20,691	0	0
Balance at Dec. 31, 2019															$ 21	$ 0	$ 0	720,484	(663,600)	(1,370)	55,535
Conversion of preferred stock to common stock (in shares)															7,900
Balance (in shares) at Jun. 30, 2020															56,903	0	0
Balance at Jun. 30, 2020															$ 57	$ 0	$ 0	754,818	(694,038)	(1,280)	59,557
Balance (in shares) at Dec. 31, 2019															20,691	0	0
Balance at Dec. 31, 2019															$ 21	$ 0	$ 0	720,484	(663,600)	(1,370)	55,535
Net loss																					(45,521)
Exercise of stock options and warrants (in shares)															4,900
Balance (in shares) at Sep. 30, 2020															99,879	0	0
Balance at Sep. 30, 2020															$ 100	$ 0	$ 0	770,368	(709,120)	821	62,169
Balance (in shares) at Mar. 31, 2020															47,078	4,884	0
Balance at Mar. 31, 2020															$ 47	$ 49	$ 0	749,506	(680,198)	(2,242)	67,162
Stock-based compensation															$ 0	$ 0	$ 0	1,933	0	0	1,933
Conversion of preferred stock to common stock (in shares)															4,884	(4,884)	0
Conversion of preferred stock to common stock															$ 5	$ (49)	$ 0	44	0	0	0
Award of restricted stock units (in shares)															28	0	0
Award of restricted stock units															$ 0	$ 0	$ 0	0	0	0	0
Other comprehensive income (loss)															0	0	0	0	0	962	962
Net loss															$ 0	$ 0	$ 0	0	(13,840)	0	(13,840)
Exercise of warrants (in shares)															4,913	0	0
Exercise of warrants															$ 5	$ 0	$ 0	3,335	0	0	3,340
Balance (in shares) at Jun. 30, 2020															56,903	0	0
Balance at Jun. 30, 2020															$ 57	$ 0	$ 0	754,818	(694,038)	(1,280)	59,557
Stock-based compensation															$ 0	$ 0	$ 0	1,944	0	0	1,944
Issuance of stock (in shares)															42,857	0	0
Issuance of stock															$ 43	$ 0	$ 0	13,606	0	0	13,649
Award of restricted stock units (in shares)															119	0	0
Award of restricted stock units															$ 0	$ 0	$ 0	0	0	0	0
Other comprehensive income (loss)															0	0	0	0	0	2,101	2,101
Net loss															$ 0	$ 0	$ 0	0	(15,082)	0	(15,082)
Balance (in shares) at Sep. 30, 2020															99,879	0	0
Balance at Sep. 30, 2020															$ 100	$ 0	$ 0	$ 770,368	$ (709,120)	$ 821	$ 62,169

Note 14 - Subsequent Events (Details Textual) - Subsequent Event [Member] $ in Millions	Oct. 09, 2020 USD ($)
Stock Offering Agreement, Maximum Share Value	$ 40
Stock Offering Agreement, Commission, Percent	3.00%

Note 2 - Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2020

Notes to Financial Statements

Significant Accounting Policies [Text Block]

2.	Summary of Significant Accounting Policies

Basis of Presentation

The Company has prepared the accompanying unaudited interim condensed consolidated financial statements in accordance with the instructions to Form 10-Q and the standards of accounting measurement set forth in the Interim Reporting Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). Consequently, the Company has not necessarily included in this Form 10-Q all information and footnotes required for audited financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements in this Form 10-Q contain all adjustments, consisting only of normal recurring adjustments, except as otherwise indicated, necessary for a fair statement of its financial position, results of operations, and cash flows of the Company for all periods presented. The results reported in these condensed consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for any subsequent period or for the entire year. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited financial statements and the notes thereto included in the Fiscal 2019 Form 10-K. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with generally accepted accounting principles in the U.S. (“U.S. GAAP”) have been condensed or omitted in the accompanying interim condensed consolidated financial statements. The year-end condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by U.S. GAAP.

On December 11, 2019, following receipt of approval from stockholders at a special meeting of stockholders held on the same day, the Company filed an amendment to its Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio of one-for-thirteen, or the Reverse Stock Split. The Company’s common stock began trading on a split-adjusted basis on NYSE American on the morning of December 12, 2019. No fractional shares were issued in connection with the Reverse Stock Split. Instead, the Company rounded up each fractional share resulting from the reverse stock split to the nearest whole share. As a result of the Reverse Stock Split, the Company’s outstanding common stock decreased from approximately 261.9 million shares to approximately 20.2 million shares (without giving effect to the rounding up for each fractional share). Unless otherwise noted, all share and per share data referenced in the condensed consolidated financial statements and the notes thereto have been retroactively adjusted to reflect the Reverse Stock Split. As a result of the Reverse Stock Split, certain amounts in the condensed consolidated financial statements and the notes thereto may be slightly different than previously reported due to rounding of fractional shares, and certain amounts within the condensed consolidated balance sheets were reclassified between common stock and additional paid-in capital.

Liquidity and Going Concern

The Company's condensed consolidated financial statements are prepared using U.S. GAAP applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. The Company had an accumulated deficit of $709.1 million as of September 30, 2020 and working capital of $26.1 million as of September 30, 2020. The Company has not established sufficient sales revenues to cover its operating costs and requires additional capital to proceed with its operating plan.

The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Traditionally, the Company has raised additional capital through equity offerings, including raising net proceeds of $13.5 million in the March 2020 public offering (see Note 10) and an additional $13.6 million in net proceeds in the July 2020 public offering (see Note 10). Additionally, in April 2020 the Company secured a non-recourse loan in the principal amount of $2.8 million under the Paycheck Protection Program (the “PPP”) provisions of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), as amended that may be forgiven under certain circumstances (see Note 8), although forgiveness is not assured. Management's plan to obtain additional resources for the Company may include additional sales of equity, traditional financing, such as loans, entry into a strategic collaboration, entry into an out-licensing arrangement or provision of additional distribution rights in some or all of our markets. In addition, the Company may consider fundamental business combination transactions. If the Company is unable to obtain additional and adequate capital through one of these methods, or if expected capital from existing agreements is not received when due, or at all, it would need to reduce its sales and marketing and administrative expenses and delay research and development projects, including the purchase of equipment and supplies, until it is able to obtain sufficient funds. If such sufficient funds are not received on a timely basis, the Company would then need to pursue a plan to license or sell its assets, seek to be acquired by another entity, cease operations and/or seek bankruptcy protection. However, management cannot provide any assurance that the Company will be successful in accomplishing any or all of its plans. The Company believes the COVID-19 pandemic will continue to negatively impact its operations and ability to implement its market development efforts, which will have a negative effect on its financial condition.

At September 30, 2020, the Company had cash and cash equivalents, excluding restricted cash, of approximately $20.0 million. The ability of the Company to continue to secure needed financing until it becomes profitable raises substantial doubt about the Company’s ability to continue as a going concern during the one year after the date that these financial statements are issued. The condensed consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include identifiable intangible assets and goodwill, contingent consideration, warrant liabilities, stock compensation expense, revenue recognition, accounts receivable reserves, excess and obsolete inventory reserves, inventory classification between current and non-current, and deferred tax asset valuation allowances.

The COVID-19 pandemic has caused significant social and economic restrictions that have been imposed in the United States and abroad, which has resulted in significant volatility in the global economy and led to reduced economic activity. In the preparation of these financial statements and related disclosures, the Company has assessed the impact that COVID-19 has had on its estimates, assumptions, forecasts, and accounting policies. The Company continues to monitor closely the COVID-19 pandemic impact on its estimates, assumptions and forecasts used in the preparation of its financial statements. As the COVID-19 situation is unprecedented and ever evolving, future events and effects related to COVID-19 cannot be determined with precision, and actual results could significantly differ from estimates or forecasts.

Principles of Consolidation and Foreign Currency Considerations

The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and its direct and indirect wholly owned subsidiaries, SafeStitch LLC, TransEnterix Surgical, Inc., TransEnterix International, Inc., TransEnterix Italia S.r.l., TransEnterix Europe S.à.R.L, TransEnterix Asia PTE. Ltd., TransEnterix Taiwan Ltd., TransEnterix Japan KK, TransEnterix Israel Ltd., TransEnterix Netherlands B.V. and TransEnterix Canada, Inc. All material inter-company accounts and transactions have been eliminated in consolidation.

The functional currency of the Company’s operational foreign subsidiaries is predominantly the Euro. The assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. dollars at exchange rates in effect at the balance sheet date. Income and expense items are translated at the average exchange rates prevailing during the period. The cumulative translation effect for a subsidiary using a functional currency other than the U.S. dollar is included in accumulated other comprehensive income or loss as a separate component of stockholders’ equity.

The Company’s intercompany accounts are denominated in the functional currency of the foreign subsidiary. Gains and losses resulting from the remeasurement of intercompany receivables that the Company considers to be of a long-term investment nature are recorded as a cumulative translation adjustment in accumulated other comprehensive income or loss as a separate component of stockholders’ equity, while gains and losses resulting from the remeasurement of intercompany receivables from a foreign subsidiary for which the Company anticipates settlement in the foreseeable future are recorded in the condensed consolidated statements of operations and comprehensive loss. The net gains and losses included in net loss in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2020 and 2019 were not significant.

Concentrations and Credit Risk

The Company’s principal financial instruments subject to potential concentration of credit risk are cash and cash equivalents, including amounts held in money market accounts. The Company places cash deposits with a federally insured financial institution. The Company maintains its cash at banks and financial institutions it considers to be of high credit quality; however, the Company’s domestic cash deposits may at times exceed the Federal Deposit Insurance Corporation’s insured limit. Balances in excess of federally insured limitations may not be insured. The Company has not experienced losses on these accounts, and management believes that the Company is not exposed to significant risks on such accounts.

The Company’s accounts receivable are derived from sales to customers located throughout the world. The Company evaluates its customers’ financial condition and, generally, requires no collateral from its customers. The Company provides reserves for potential credit losses and recorded a bad debt charge totaling $1.6 million during the three and nine months ended September 30, 2019 (none during the three and nine months ended September 30, 2020). The Company had seven customers who constituted 69% of the Company’s net accounts receivable as of September 30, 2020. The Company had eight customers who constituted 85% of the Company’s net accounts receivable as of December 31, 2019.

The Company had nine customers who accounted for 57% of revenue for the three months ended September 30, 2020 and five customers who accounted for 83% of revenue for the three months ended September 30, 2019. The Company had nine customers who accounted for 58% of revenue for the nine months ended September 30, 2020 and five customers who accounted for 83% of revenue for the nine months ended September 30, 2019.

Cash and Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments with original maturities of 90 days or less at the time of purchase to be cash equivalents.

Restricted cash at September 30, 2020 and December 31, 2019 included $1.2 million and $1.0 million, respectively, in cash accounts held as collateral primarily under the terms of an office operating lease, credit cards, automobile leases, and a performance guarantee required by the government of a country in which a Senhance System was sold in 2018.

Accounts Receivable

Accounts receivable are recorded at net realizable value, which includes an allowance for estimated uncollectible accounts. The allowance for uncollectible accounts was determined on a customer specific basis based on deemed collectability. The allowance for doubtful accounts was $1.7 million as of September 30, 2020 and December 31, 2019.

Inventories

Inventories are stated at the lower of cost (determined on a first-in, first-out basis) or net realizable value. Inventory costs include direct materials, direct labor, and normal manufacturing overhead. The Company records reserves, when necessary, to reduce the carrying value of inventory to its net realizable value. Management considers forecast demand in relation to the inventory on hand, competitiveness of product offerings, market conditions and product life cycles when determining excess and obsolescence and net realizable value adjustments. At the point of loss recognition, a new, lower-cost basis for that inventory is established, and any subsequent improvements in facts and circumstances do not result in the restoration or increase in that newly established cost basis.

Any inventory on hand at the measurement date in excess of the Company's current requirements based on anticipated levels of sales is classified as long-term on the Company's condensed consolidated balance sheets. The Company’s classification of long-term inventory requires it to estimate the portion of on hand inventory that can be realized over the upcoming twelve months.

Identifiable Intangible Assets and Goodwill

Definite-Lived Intangible Assets - Intellectual Property

Intellectual property consists of purchased patent rights and developed technology acquired as part of a business acquisition. Developed technology includes reclassified IPR&D assets related to (i) the Senhance System acquired in 2015 and reclassified in 2017 and (ii) MST acquired in 2018 and reclassified in 2020. Amortization of the patent rights is recorded using the straight-line method over the estimated useful life of the patents of 10 years. Amortization of the developed technology is recorded using the straight-line method over the estimated useful life of 5 to 7 years.

The Company periodically evaluates intellectual property for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. To determine the recoverability, the Company evaluates the probability that future estimated undiscounted net cash flows will be less than the carrying amount of the assets. If such estimated cash flows are less than the carrying amount of the assets, then such assets are written down to their fair value. No impairment of intellectual property was identified during the nine months ended September 30, 2020 and 2019.

Indefinite-Lived Intangible Assets – In-Process Research and Development

In-process research and development (“IPR&D”) assets represent the fair value assigned to technologies that were acquired, which at the time of acquisition have not reached technological feasibility and have no alternative future use. IPR&D assets are considered to be indefinite-lived until the completion or abandonment of the associated research and development projects. During the period that the IPR&D assets are considered indefinite-lived, they are tested for impairment on an annual basis, or more frequently if the Company becomes aware of any events occurring or changes in circumstances that indicate that the fair value of the IPR&D assets are less than their carrying amounts. To determine the recoverability, the Company evaluates the probability that future estimated discounted net cash flows will be less than the carrying amount of the assets. If such estimated cash flows are less than the carrying amount of the assets, then such assets are written down to their fair value.

The Company reclassifies IPR&D assets to intellectual property when development is complete, which generally occurs upon regulatory approval when the Company is able to commercialize products. The completed IPR&D assets are then classified as definite-lived intangible assets (developed technology) and are amortized based on their estimated useful lives at that point in time. If development is terminated or abandoned, the Company may have a full or partial impairment charge related to the IPR&D assets, calculated as the excess of carrying value of the IPR&D assets over fair value.

The Company performed an impairment test of its IPR&D at the end of the third quarter 2019 as recent events and changes in market conditions indicated that the asset might be impaired. During the third quarter of 2019, the Company concluded that the fair value determined by the market value approach was lower than the carrying value and recognized a $7.9 million impairment charge to its IPR&D. The Company performed its annual impairment assessment at December 31, 2019 and no additional impairment was required. As of March 31, 2020, all IPR&D asset development was completed and reclassified to intellectual property.

As of September 30, 2020, there were no remaining IPR&D assets.

Goodwill

Goodwill of $93.8 million was recorded in connection with a September 2013 merger transaction, goodwill of $38.3 million was recorded in connection with the Senhance Acquisition and goodwill of $9.6 million was recorded in connection with the MST Medical Surgical Technologies, Ltd. Acquisition (see Note 3). During the third quarter of 2019, the Company’s stock price declined significantly as a result of decreased sales and goodwill was deemed to be fully impaired, resulting in an impairment charge of $79.0 million.

Property and Equipment

Property and equipment consists primarily of operating lease Senhance System assets, machinery, manufacturing equipment, demonstration equipment, computer equipment, furniture, and leasehold improvements, which are recorded at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets as follows:

Operating lease assets – Senhance System leasing (in years)
5

Machinery, manufacturing and demonstration equipment (in years)
3 - 5

Computer equipment (in years)
3

Furniture (in years)
5

Leasehold improvements

Lesser of lease term or 3 to 10 years

Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is credited or charged to operations. Repairs and maintenance costs are expensed as incurred.

The Company reviews its property and equipment assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine the recoverability, the Company evaluates the probability that future estimated undiscounted net cash flows will be less than the carrying amount of the assets. If such estimated cash flows are less than the carrying amount of the assets, then such assets are written down to their fair value. The Company did not identify any impairment during the three and nine months ended September 30, 2020 and 2019.

Contingent Consideration

Contingent cash consideration arising from business combinations is recorded as a liability and is the estimate of the fair value of potential milestone payments related to those acquisitions. Contingent consideration is measured at fair value using a discounted cash flow model using significant unobservable inputs including the probability of achieving each of the potential milestones, future Euro-to-USD exchange rates, and an estimated discount rate associated with the risks of the expected cash flows attributable to the various milestones. Significant increases or decreases in any of the probabilities of success or changes in expected achievement of any of these milestones would result in a significantly higher or lower fair value of these milestones, respectively, and commensurate changes to the associated liability. The contingent consideration is revalued at each reporting period and changes in fair value are recognized in the condensed consolidated statements of operations and comprehensive loss.

Warrant Liabilities

The Company’s Series B Warrants (see Note 9) are measured at fair value using a simulation model which takes into account, as of the valuation date, factors including the current exercise price, the expected life of the warrant, the current price of the underlying stock, its expected volatility, holding cost and the risk-free interest rate for the term of the warrant (see Note 4). The warrant liability is revalued at each reporting period and changes in fair value are recognized in the condensed consolidated statements of operations and comprehensive loss. The selection of the appropriate valuation model and the inputs and assumptions that are required to determine the valuation requires significant judgment and requires management to make estimates and assumptions that affect the reported amount of the related liability and reported amounts of the change in fair value. Actual results could differ from those estimates, and changes in these estimates are recorded when known.

Revenue Recognition

The Company’s revenue consists of product revenue resulting from the sale of Systems, System components, instruments and accessories, and service revenue. The Company accounts for a contract with a customer when there is a legally enforceable contract between the Company and the customer, the rights of the parties are identified, the contract has commercial substance, and collectability of the contract consideration is probable. The Company's revenues are measured based on consideration specified in the contract with each customer, net of any sales incentives and taxes collected from customers that are remitted to government authorities. The Company’s System sale arrangements generally include a five-year service period; the first year of service is generally free and included in the System sale arrangement and the remaining four years are generally included at a stated service price.

The Company’s System sale arrangements generally contain multiple products and services. For these consolidated sale arrangements, the Company accounts for individual products and services as separate performance obligations if they are distinct, which is if a product or service is separately identifiable from other items in the consolidated package, and if a customer can benefit from it on its own or with other resources that are readily available to the customer. The Company’s System sale arrangements may include a combination of the following performance obligations: System(s), System components, instruments, accessories, and System service.

For arrangements that contain multiple performance obligations, revenue is allocated to each performance obligation based on its relative estimated standalone selling price. When available, standalone selling prices are based on observable prices at which the Company separately sells the products or services; however due to limited sales to date, standalone selling prices generally are not directly observable. The Company estimates the standalone selling price using the market assessment approach considering market conditions and entity-specific factors including, but not limited to, features and functionality of the products and services, geographies, type of customer, and market conditions. The Company regularly reviews estimated standalone selling prices and updates these estimates if necessary.

The Company enters into lease arrangements with certain qualified customers. Revenue related to arrangements including lease elements are allocated to lease and non-lease elements based on their relative standalone selling prices. Lease elements generally include a Senhance System, while non-lease elements generally include training and proctoring services, instruments, and accessories. For some lease arrangements, the customers are provided with the right to purchase the leased System at some point during and/or at the end of the lease term. In some arrangements lease payments are based on the usage of the System.

In determining whether a transaction should be classified as a sales-type or operating lease, the Company considers the following terms at lease commencement: (1) whether title of the Senhance System transfers automatically or for a nominal fee by the end of the lease term, (2) whether the present value of the minimum lease payments equals or exceeds substantially all of the fair value of the leased System, (3) whether the lease term is for the major part of the remaining economic life of the leased System, (4) whether the lease grants the lessee an option to purchase the leased System that the lessee is reasonably certain to exercise, and (5) whether the underlying System is of such a specialized nature that it is expected to have no alternative use to the Company at the end of the lease term. All such arrangements through September 30, 2020 are classified as operating leases.

The Company recognizes revenues as the performance obligations are satisfied by transferring control of the product or service to a customer. The Company generally recognizes revenue for the performance obligations as follows:

●

System sales. For Systems and System components sold directly to end customers, revenue is recognized when the Company transfers control to the customer, which is generally at the point when acceptance occurs that indicates customer acknowledgment of delivery or installation, depending on the terms of the arrangement. For Systems sold through distributors, for which distributors are responsible for installation, revenue is recognized generally at the time of shipment. The Company’s System arrangements generally do not provide a right of return. The Systems are generally covered by a one-year warranty. Warranty costs were not material for the periods presented.

●

Lease arrangements. Revenue related to lease elements from operating lease arrangements is generally recognized on a straight-line basis over the lease term or based upon System usage and is presented as product revenue.

●

Instruments and accessories. Revenue from sales of instruments and accessories is recognized when control is transferred to the customers, which generally occurs at the time of shipment, but also occurs at the time of delivery depending on the customer arrangement.

●

Service. Service revenue is recognized ratably over the term of the service period as the customers benefit from the service throughout the service period. Revenue related to services performed on a time-and-materials basis is recognized when performed.

The following table presents revenue disaggregated by type and geography (in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

2020

2019

2020

2019

U.S.

Systems
$ 101 $ - $ 176 $ -

Instruments and accessories
82 43 149 68

Services
106 99 278 359

Total U.S. revenue 289 142 603 427

Outside of U.S. ("OUS")

Systems
131 1,276 257 5,341

Instruments and accessories
122 330 410 1,411

Services
272 276 798 665

Total OUS revenue 525 1,882 1,465 7,417

Total

Systems
232 1,276 433 5,341

Instruments and accessories
204 373 559 1,479

Services
378 375 1,076 1,024

Total revenue $ 814 $ 2,024 $ 2,068 $ 7,844

The Company recognizes sales by geographic area based on the country in which the customer is based. Operating lease revenue is included as Systems in the above table and was approximately $0.2 million and $0 for the three months ended September 30, 2020 and 2019, respectively, and $0.4 million and $0 for the nine months ended September 30, 2020 and 2019, respectively.

Transaction price allocated to remaining performance obligations relates to amounts allocated to products and services for which the revenue has not yet been recognized. A significant portion of this amount relates to service obligations performed under the Company's System sales contracts that will be invoiced and recognized as revenue in future periods. Transaction price allocated to remaining performance obligations was approximately $3.0 million and $3.7 million as of September 30, 2020 and December 31, 2019, respectively.

The Company invoices its customers based on the billing schedules in its sales arrangements. Contract assets for the periods presented primarily represent the difference between the revenue that was recognized based on the relative selling price of the related performance obligations and the contractual billing terms in the arrangements. Contract assets are included in accounts receivable and totaled $0.1 million and $0.2 million as of September 30, 2020 and December 31, 2019, respectively. Deferred revenue for the periods presented was primarily related to service obligations, for which the service fees are billed up-front, generally annually. The associated deferred revenue is generally recognized ratably over the service period. The Company did not have any significant impairment losses on its contract assets for the periods presented. Revenue recognized for the three months ended September 30, 2020 and 2019, that was included in the deferred revenue balance at the beginning of each reporting period was $0.1 million and $0.3 million, respectively. Revenue recognized for the nine months ended September 30, 2020 and 2019, that was included in the deferred revenue balance at the beginning of each reporting period was $0.5 million and $1.5 million, respectively. Revenue for the nine months ended September 30, 2019 also included $1.3 million from a System sold in 2017 for which revenue was deferred until its first clinical use, which occurred in the second quarter of 2019. The aggregate amount of transaction price allocated to performance obligations that remain unsatisfied as of September 30, 2020 was $3.0 million, which is expected to be recognized as revenue over one to three years.

In connection with assets recognized from the costs to obtain a contract with a customer, the Company determined that the sales incentive programs for its sales team do not meet the requirements to be capitalized as the Company does not expect to generate future economic benefits from the related revenue from the initial sales transaction and such costs are expensed as incurred.

Cost of Revenue

Cost of revenue consists of contract manufacturing, materials, labor and manufacturing overhead incurred internally to produce the products. Shipping and handling costs incurred by the Company are included in cost of revenue. During the three and nine months ended September 30, 2020 and 2019, the Company recorded $0 and $0.8 million of expenses, respectively, for inventory obsolescence related to certain System components.

Research and Development Costs

Research and development expenses primarily consist of engineering, product development and regulatory expenses, incurred in the design, development, testing and enhancement of our products. Research and development costs are expensed as incurred.

Stock-Based Compensation

The Company follows ASC 718 “Stock Compensation”, which provides guidance in accounting for share-based awards exchanged for services rendered and requires companies to expense the estimated fair value of these awards over the requisite service period. The Company recognizes as expense, the grant-date fair value of stock options and other stock-based compensation issued to employees and non-employee directors over the requisite service periods, which are typically the vesting periods. The Company uses the Black-Scholes-Merton model to estimate the fair value of our stock-based payments. The volatility assumption used in the Black-Scholes-Merton model is based on the calculated historical volatility based on an analysis of reported data for a peer group of companies as well as the Company’s historical volatility. The expected term of options granted has been determined based upon the simplified method, because the Company does not have sufficient historical information regarding its options to derive the expected term. Under this approach, the expected term is the mid-point between the weighted average of vesting period and the contractual term. The risk-free interest rate is based on U.S. Treasury rates whose term is consistent with the expected life of the stock options. The Company has not paid and does not anticipate paying cash dividends on its shares of common stock; therefore, the expected dividend yield is assumed to be zero. The Company estimates forfeitures based on its historical experience and adjust the estimated forfeiture rate based upon actual experience.

The fair value of restricted stock units (“RSU’s”) is determined by the market price of the Company’s common stock on the date of grant.

Compensation expense for stock-based compensation was approximately $1.9 million and $3.4 million for the three months ended September 30, 2020 and 2019, respectively, and was approximately $5.8 million and $9.7 million for the nine months ended September 30, 2020 and 2019, respectively.

On June 8, 2020, following the 2020 annual meeting of stockholders, the Board of Directors approved and granted equity awards to the members of the Board and the executive officers of the Company. The annual equity retainer to non-employee directors consisted of quarterly equity grants of common stock, RSU’s, and stock options under the director compensation program. In the third quarter of 2020 the compensatory awards had grant date value ranging from approximately $4,000 to $9,000 per non-employee director. In the second quarter of 2020, one-time compensatory awards were granted for service to the Company during this critical time in the Company’s history with a grant date value ranging from approximately $5,000 to $10,000, per non-employee director, depending on length of Board service.

The awards to the executive officers include the 2020 annual long-term incentive grants, as well as a retention and promotion grant for our Chief Executive Officer. Thirty percent of the value of the annual long-term incentive awards to our CEO is comprised of performance-based RSUs, which will only vest if the Company’s stock price is at least $1.00 or more for twenty consecutive trading days in a three-year performance period.

The awards were all made under the Company’s Amended and Restated Incentive Compensation Plan. An aggregate of 1,871,289 shares of common stock underlie these awards if they fully vest.

Income Taxes

The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets or liabilities for the temporary differences between financial reporting and tax basis of the Company’s assets and liabilities, and for tax carryforwards at enacted statutory rates in effect for the years in which the asset or liability is expected to be realized. The effect on deferred taxes of a change in tax rates is recognized in income during the period that includes the enactment date. In addition, valuation allowances are established when necessary to reduce deferred tax assets and liabilities to the amounts expected to be realized. The Company has elected to account for global intangible low-taxed income (“GILTI”) as a period expense in the year the tax is incurred.

The Company recognizes the financial statement benefit of an income tax position only after determining that the relevant taxing authority would more likely than not sustain the position following audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant taxing authority. The Company recognizes interest accrued related to unrecognized tax benefits and penalties in the provision for income taxes.

Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require application of significant judgment. The Company is subject to U.S. federal and various state, local and foreign jurisdictions. Due to the Company’s net operating loss carryforwards, the Company may be subject to examination by authorities for all previously filed income tax returns.

In a referendum held on May 19, 2019, Swiss voters adopted the Federal Act on Tax Reform and AVS Financing (TRAF). TRAF introduces major changes in the Swiss tax system by abolishing certain current preferential tax regimes and replacing them with new measures that are in line with international standards. The referendum did not have a material impact on the Company for the 2020 or 2019 tax provisions. The Company will continue to evaluate the impact of these provisions in future periods as the enactment process is completed.

On March 27, 2020, the CARES Act was signed into law in response to the COVID-19 pandemic. The CARES Act, as amended on June 5, 2020 through the enactment of the Paycheck Protection Program Flexibility Act, provides numerous tax provisions and stimulus measures, including temporary changes regarding the prior and future utilization of net operating losses, temporary changes to the prior and future limitations on interest deductions, and technical corrections from prior tax legislation for tax depreciation of certain qualified improvement property. The Company continues to evaluate the provisions of the CARES Act, as amended, relating to income taxes which may result in adjustments to certain deferred tax assets and liabilities.

Segments

The Company operates in one business segment—the research, development and sale of medical device robotics to improve minimally invasive surgery. The Company’s chief operating decision maker (determined to be the Chief Executive Officer) does not manage any part of the Company separately, and the allocation of resources and assessment of performance are based on the Company’s consolidated operating results.

Approximately 30% and 19% of the Company’s total consolidated assets are located within the United States as of September 30, 2020 and December 31, 2019, respectively. The remaining assets are mostly located in Europe and are primarily related to the Company’s facility in Italy, and include intellectual property, in-process research and development, other current assets, property and equipment, cash, accounts receivable, other long-term assets and inventory of $56.5 million and $60.5 million as of September 30, 2020 and December 31, 2019, respectively. Total assets outside of the United States amounted to 70% and 81% of total consolidated assets at September 30, 2020 and December 31, 2019, respectively. The Company recognizes sales by geographic area based on the country in which the customer is based. For the nine months ended September 30, 2020 and 2019, 29% and 5%, respectively, of net revenue were generated in the United States; while 50% and 42%, respectively, were generated in Europe; and 21% and 53% were generated in Asia. For the three months ended September 30, 2020 and 2019, 36% and 7%, respectively, of net revenue were generated in the United States; while 46% and 20%, respectively, were generated in Europe; and 18% and 73% were generated in Asia.

Impact of Recently Issued Accounting Standards

In August 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. This ASU eliminates, adds and modifies certain disclosure requirements for fair value measurements as part of its disclosure framework project. The Company adopted this ASU effective January 1, 2020 and the adoption did not have a material impact on the condensed consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in ASC 740, Income Tax and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 will be effective for public business entities for annual reporting periods beginning after December 15, 2020, and interim periods within those periods, with early adoption permitted. The guidance is not expected to have a material impact on the Company's financial statements and related disclosures.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which is designed to provide financial statement users with more information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. When determining such expected credit losses, the guidance requires companies to apply a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This guidance is effective on a modified retrospective basis for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The guidance is not expected to have a material impact on the Company's financial statements and related disclosures.

In August 2020, the FASB issued ASU 2020-06 Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (subtopic 815-40) guidance on the accounting for convertible debt instruments and contracts in an entity’s own equity. The guidance simplifies the accounting for convertible instruments by reducing the various accounting models that can require the instrument to be separated into a debt component and equity component or derivative component. Additionally, the guidance eliminated certain settlement conditions previously required to be able to classify a derivative in equity. The new guidance is effective on a modified or full retrospective basis for fiscal years beginning after December 15, 2023, including interim periods with those fiscal years. The Company is currently evaluating the impact on the consolidated financial statements upon adoption.

The Company has evaluated all other issued and unadopted ASUs and believes the adoption of these standards will not have a material impact on its consolidated statements of operations and comprehensive loss, balance sheets, or statements of cash flows.

Note 11 - Restructuring - Restructuring Liability (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Dec. 31, 2019	Sep. 30, 2020
Balance		$ 882
Amount charged to operating expenses	$ 8,800	858
Cash payments		(1,156)
Balance	$ 882	$ 584

Note 9 - Warrants

9 Months Ended

Sep. 30, 2020

Notes to Financial Statements

Warrants Disclosure [Text Block]

9.	Warrants

The exercise prices and the number of shares issuable upon exercise of each of the outstanding Series B Warrants are subject to adjustment upon the occurrence of certain events, including, but not limited to, stock splits or dividends, business combinations, sale of assets, similar recapitalization transactions, or other similar transactions. The Series B warrants contain provisions, often referred to as “down-round protection,” that leads to adjustment of the exercise price and number of underlying warrant shares if the Company issues securities, including its common stock or convertible securities or debt securities, in the future at sale prices below the then-current exercise price. The Series B Warrants are liability classified.

On February 24, 2020, the Company entered into a Series B Warrants Exchange Agreement (the “Exchange Agreement”) with holders of its Series B Warrants. Under the terms of the Exchange Agreement, each Series B Warrant was canceled in exchange for 0.61 shares of common stock. The Warrant holders participating in the exchange held 3,373,900 of the 3,638,780 Series B Warrants then outstanding and received an aggregate of 2,040,757 shares of common stock. As a result, the warrant liability decreased by $2.5 million and the additional paid in capital increased by the same amount.

As a result of the exercise price adjustment feature the exercise price of all outstanding Series B Warrants has been adjusted to $0.35 per share and the number of shares of common stock reserved for and issuable upon the exercise of outstanding Series B Warrants has been adjusted to 567,660 as of September 30, 2020.

On March 10, 2020, the Company closed an underwritten public offering under which it issued, as part of units and the exercise of an over-allotment option, 25,367,646 Series C Warrants, each to acquire one share of common stock at an exercise price of $0.68 per share, and 25,367,646 Series D Warrants, each to acquire one share of common stock at an exercise price of $0.68 per share. See Note 10 for a description of the public offering.

The Series C Warrants and Series D Warrants are equity classified. The fair value of the Series C Warrants and Series D Warrants on the issuance date was determined using a Black-Scholes Merton model. The unit proceeds were then allocated to the Common Stock, Series A Preferred Stock, Series C Warrants, and Series D Warrants, respectively, based on their relative fair values. As a result, the Company determined that a beneficial conversion feature was created by the difference between the effective conversion price of the preferred stock and the fair value of the Company's Common Stock as of the issuance date. The Company therefore recorded a beneficial conversion feature of $0.4 million as a deemed dividend included in additional paid-in capital and an immediate charge to earnings available to common stockholders for the three months ended March 31, 2020.

The following table summarizes the Company’s outstanding warrants, including the Series B Warrants, the Series C Warrants, and the Series D Warrants as of September 30, 2020:

Range of Exercise Prices			Number of Warrants Outstanding		Range of Expiration Dates
	$0.35			567,660	May 2022
	$0.68			45,823,528	March 2021 - March 2025
$13.00	-	$52.20		107,721	September 2021 - September 2027
				46,498,909

Note 5 - Inventories (Tables)

9 Months Ended

Sep. 30, 2020

Notes Tables

Schedule of Inventory, Current [Table Text Block]

	September 30, 2020		December 31, 2019
	(in thousands)
Finished Goods	$	10,619	$	9,737
Raw Materials		7,006		8,510
Total Inventories	$	17,625	$	18,247

Current portion	$	10,856	$	10,653
Long-term portion		6,769		7,594
Total inventories	$	17,625	$	18,247

Note 9 - Warrants - Warrants (Details)	9 Months Ended
Note 9 - Warrants - Warrants (Details)	Sep. 30, 2020 $ / shares shares
Number of Warrants Outstanding (in shares)	46,498,909
Warrant One [Member]
Exercise Prices (in dollars per share) \| $ / shares	$ 0.35
Number of Warrants Outstanding (in shares)	567,660
Range of Expiration Dates	May 2022
Warrant Two [Member]
Exercise Prices (in dollars per share) \| $ / shares	$ 0.68
Number of Warrants Outstanding (in shares)	45,823,528
Range of Expiration Dates	March 2021 - March 2025
Warrant Three [Member]
Number of Warrants Outstanding (in shares)	107,721
Range of Expiration Dates	September 2021 - September 2027
Warrant Three [Member] \| Maximum [Member]
Exercise Prices (in dollars per share) \| $ / shares	$ 52.20

Note 4 - Fair Value (Tables)

9 Months Ended

Sep. 30, 2020

Notes Tables

Fair Value, Assets Measured on Recurring Basis [Table Text Block]

	September 30, 2020
	(in thousands)

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets measured at fair value
Cash and cash equivalents	$	19,964	$	-	$	-	$	19,964
Restricted cash		1,154		-		-		1,154
Total assets measured at fair value	$	21,118	$	-	$	-	$	21,118
Liabilities measured at fair value
Contingent consideration	$	-	$	-	$	2,780	$	2,780
Warrant liabilities		-		-		124		124
Total liabilities measured at fair value	$	-	$	-	$	2,904	$	2,904

	December 31, 2019
	(in thousands)

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets measured at fair value
Cash and cash equivalents	$	9,598	$	-	$	-	$	9,598
Restricted cash		969		-		-		969
Total assets measured at fair value	$	10,567	$	-	$	-	$	10,567
Liabilities measured at fair value
Contingent consideration	$	-	$	-	$	1,084	$	1,084
Warrant liabilities		-		-		2,388		2,388
Total liabilities measured at fair value	$	-	$	-	$	3,472	$	3,472

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

	Fair Value Measurement at Reporting Date (Level 3)
	(in thousands)
	Common stock warrants			Contingent consideration
Balance at December 31, 2019	$	2,388		$	1,084
Exchange of warrants		(2,470	)		-
Change in fair value		206			1,770
Payment of contingent consideration		-			(74	)
Balance at September 30, 2020	$	124		$	2,780

Current portion	$	-		$	-
Long-term portion		124			2,780
Balance at September 30, 2020	$	124		$	2,780

Note 12 - Basic and Diluted Net Loss Per Share (Details Textual) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Earnings Per Share, Potentially Dilutive Securities, Warrants (in shares)		112,000		193,000
Fair Value Adjustment of Warrants	$ (63)	$ (614)	$ 206	$ (3,036)
Share-based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares)			4,285,880	1,965,204
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares)			46,498,909	107,719
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares)			2,915,041	469,980

Note 10 - Equity Offerings - Summary of Sales Under Offering (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Apr. 28, 2017
Average price per share (in dollars per share)			$ 1.00
Net proceeds	$ 13,525	$ 0
ATM Offering [Member]
Total shares of common stock sold (in shares)	6,687,846
Average price per share (in dollars per share)	$ 1.73
Gross proceeds	$ 11,558
Commissions earned by Cantor	346
Net proceeds	$ 11,212

Note 12 - Basic and Diluted Net Loss Per Share

9 Months Ended

Sep. 30, 2020

Notes to Financial Statements

Earnings Per Share [Text Block]

12.

Basic and Diluted Net Loss per Share

Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed giving effect to all potential dilutive common shares that were outstanding during the period when the effect is dilutive. Potential dilutive common shares consist of incremental shares issuable upon exercise of stock options, restricted stock units, warrants and preferred stock. For the nine months ended September 30, 2020, the effects of the Series A Preferred Stock beneficial conversion charge and conversion are included in the calculation of net loss attributable to common stockholders.

For the three- and nine-month periods ended September 30, 2020 diluted net loss per common share was calculated similarly to basic net loss per common share since all potential dilutive securities were anti-dilutive.

For the three- and nine- month periods ended September 30, 2019, the effect of outstanding warrants is reflected in diluted net loss per common share by applying the treasury stock method, resulting in approximately 112,000 and 193,000, respectively, of incremental shares being included in the weighted average number of commons shares used in the diluted net loss per common share calculation. Additionally, the gain on the fair value of warrant liabilities of $0.6 million and $3.0 million for the three- and nine-month periods ended September 30, 2019, respectively, increased the net loss attributable to common stockholders in calculating diluted net loss per common share.

As of September 30, 2020, there were 4,285,880 outstanding options, 46,498,909 outstanding warrants, and 2,915,041 unvested restricted stock units that were excluded from the calculation of diluted net loss per common share as the effect of including these instruments would have been anti-dilutive. As of September 30, 2019, there were 1,965,204 outstanding options, 107,719 outstanding warrants, and 469,980 unvested restricted stock units that were excluded from the calculation of diluted net loss per common share as the effect of including these instruments would have been anti-dilutive.

Note 11 - Restructuring (Details Textual) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Dec. 31, 2019	Sep. 30, 2020
Restructuring Charges, Total	$ 8,800	$ 858
Restructuring Reserve, Ending Balance	882	584
Accrued Expense [Member]
Restructuring Reserve, Ending Balance		600
Inventory Write Down [Member] \| Cost of Sales [Member]
Restructuring Charges, Total	7,400
Employee Severance [Member]
Restructuring Charges, Total		$ 900
Employee Severance [Member] \| Restructuring and Other Charges [Member]
Restructuring Charges, Total	$ 1,400

Note 7 - Income Taxes

9 Months Ended

Sep. 30, 2020

Notes to Financial Statements

Income Tax Disclosure [Text Block]

7.	Income Taxes

Income taxes have been accounted for using the asset and liability method in accordance with ASC 740 “Income Taxes”. The Company computes its interim provision for income taxes by applying the estimated annual effective tax rate method. The Company estimates an annual effective tax rate of 2.2% for the year ending December 31, 2020. This rate does not include the impact of any discrete items. The Company’s effective tax rate for the three months ended September 30, 2020 and 2019 was 0.0% and 1.1%, respectively. The Company’s effective tax rate for the nine months ended September 30, 2020 and 2019 was 3.0% and 1.8%, respectively.

The Company incurred losses for the nine-month period ended September 30, 2020 and is forecasting additional losses through the year, resulting in an estimated net loss for both financial statement and tax purposes for the year ending December 31, 2020. Due to the Company’s history of losses, there is not sufficient evidence to record a net deferred tax asset associated with the U.S., Europe, Canada and Asia operations. Accordingly, a full valuation allowance has been recorded related to the net deferred tax assets in those jurisdictions, including Italy.

The deferred tax benefit during the three months ended September 30, 2020 and 2019, was approximately $0.00 million and $1.07 million, respectively. The deferred tax benefit during the nine months ended September 30, 2020 and 2019, was approximately $1.39 million and $2.55 million, respectively. The Israeli jurisdiction was profitable through September 30, 2020 and is projected to be profitable for the year ending December 31, 2020. Consequently, the current tax expense during the three months ended September 30, 2020 and 2019, was approximately $0.00 million and $0.02 million, respectively, and the current tax expense during the nine months ended September 30, 2020 and 2019, was approximately $0.04 million and $0.05 million, respectively.

At September 30, 2020, the Company had no unrecognized tax benefits that would affect the Company’s effective tax rate.

The FASB Staff Q&A, Topic 740, No. 5, Accounting for Global Intangible Low-Taxed Income (“GILTI”), states that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense only. The Company has elected to account for GILTI as a period expense in the year the tax is incurred. The Company does not expect a GILTI inclusion for 2019 or 2020; no GILTI tax has been recorded for the nine months ending September 30, 2020 or 2019.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation

On December 11, 2019, following receipt of approval from stockholders at a special meeting of stockholders held on the same day, the Company filed an amendment to its Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio of one-for-thirteen, or the Reverse Stock Split. The Company’s common stock began trading on a split-adjusted basis on NYSE American on the morning of December 12, 2019. No fractional shares were issued in connection with the Reverse Stock Split. Instead, the Company rounded up each fractional share resulting from the reverse stock split to the nearest whole share. As a result of the Reverse Stock Split, the Company’s outstanding common stock decreased from approximately 261.9 million shares to approximately 20.2 million shares (without giving effect to the rounding up for each fractional share). Unless otherwise noted, all share and per share data referenced in the condensed consolidated financial statements and the notes thereto have been retroactively adjusted to reflect the Reverse Stock Split. As a result of the Reverse Stock Split, certain amounts in the condensed consolidated financial statements and the notes thereto may be slightly different than previously reported due to rounding of fractional shares, and certain amounts within the condensed consolidated balance sheets were reclassified between common stock and additional paid-in capital.

Substantial Doubt about Going Concern [Policy Text Block]

Liquidity and Going Concern

The Company's condensed consolidated financial statements are prepared using U.S. GAAP applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. The Company had an accumulated deficit of $709.1 million as of September 30, 2020 and working capital of $26.1 million as of September 30, 2020. The Company has not established sufficient sales revenues to cover its operating costs and requires additional capital to proceed with its operating plan.

The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Traditionally, the Company has raised additional capital through equity offerings, including raising net proceeds of $13.5 million in the March 2020 public offering (see Note 10) and an additional $13.6 million in net proceeds in the July 2020 public offering (see Note 10). Additionally, in April 2020 the Company secured a non-recourse loan in the principal amount of $2.8 million under the Paycheck Protection Program (the “PPP”) provisions of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), as amended that may be forgiven under certain circumstances (see Note 8), although forgiveness is not assured. Management's plan to obtain additional resources for the Company may include additional sales of equity, traditional financing, such as loans, entry into a strategic collaboration, entry into an out-licensing arrangement or provision of additional distribution rights in some or all of our markets. In addition, the Company may consider fundamental business combination transactions. If the Company is unable to obtain additional and adequate capital through one of these methods, or if expected capital from existing agreements is not received when due, or at all, it would need to reduce its sales and marketing and administrative expenses and delay research and development projects, including the purchase of equipment and supplies, until it is able to obtain sufficient funds. If such sufficient funds are not received on a timely basis, the Company would then need to pursue a plan to license or sell its assets, seek to be acquired by another entity, cease operations and/or seek bankruptcy protection. However, management cannot provide any assurance that the Company will be successful in accomplishing any or all of its plans. The Company believes the COVID-19 pandemic will continue to negatively impact its operations and ability to implement its market development efforts, which will have a negative effect on its financial condition.

At September 30, 2020, the Company had cash and cash equivalents, excluding restricted cash, of approximately $20.0 million. The ability of the Company to continue to secure needed financing until it becomes profitable raises substantial doubt about the Company’s ability to continue as a going concern during the one year after the date that these financial statements are issued. The condensed consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include identifiable intangible assets and goodwill, contingent consideration, warrant liabilities, stock compensation expense, revenue recognition, accounts receivable reserves, excess and obsolete inventory reserves, inventory classification between current and non-current, and deferred tax asset valuation allowances.

The COVID-19 pandemic has caused significant social and economic restrictions that have been imposed in the United States and abroad, which has resulted in significant volatility in the global economy and led to reduced economic activity. In the preparation of these financial statements and related disclosures, the Company has assessed the impact that COVID-19 has had on its estimates, assumptions, forecasts, and accounting policies. The Company continues to monitor closely the COVID-19 pandemic impact on its estimates, assumptions and forecasts used in the preparation of its financial statements. As the COVID-19 situation is unprecedented and ever evolving, future events and effects related to COVID-19 cannot be determined with precision, and actual results could significantly differ from estimates or forecasts.

Consolidation, Policy [Policy Text Block]

Principles of Consolidation and Foreign Currency Considerations

The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and its direct and indirect wholly owned subsidiaries, SafeStitch LLC, TransEnterix Surgical, Inc., TransEnterix International, Inc., TransEnterix Italia S.r.l., TransEnterix Europe S.à.R.L, TransEnterix Asia PTE. Ltd., TransEnterix Taiwan Ltd., TransEnterix Japan KK, TransEnterix Israel Ltd., TransEnterix Netherlands B.V. and TransEnterix Canada, Inc. All material inter-company accounts and transactions have been eliminated in consolidation.

The functional currency of the Company’s operational foreign subsidiaries is predominantly the Euro. The assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. dollars at exchange rates in effect at the balance sheet date. Income and expense items are translated at the average exchange rates prevailing during the period. The cumulative translation effect for a subsidiary using a functional currency other than the U.S. dollar is included in accumulated other comprehensive income or loss as a separate component of stockholders’ equity.

The Company’s intercompany accounts are denominated in the functional currency of the foreign subsidiary. Gains and losses resulting from the remeasurement of intercompany receivables that the Company considers to be of a long-term investment nature are recorded as a cumulative translation adjustment in accumulated other comprehensive income or loss as a separate component of stockholders’ equity, while gains and losses resulting from the remeasurement of intercompany receivables from a foreign subsidiary for which the Company anticipates settlement in the foreseeable future are recorded in the condensed consolidated statements of operations and comprehensive loss. The net gains and losses included in net loss in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2020 and 2019 were not significant.

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Concentrations and Credit Risk

The Company’s principal financial instruments subject to potential concentration of credit risk are cash and cash equivalents, including amounts held in money market accounts. The Company places cash deposits with a federally insured financial institution. The Company maintains its cash at banks and financial institutions it considers to be of high credit quality; however, the Company’s domestic cash deposits may at times exceed the Federal Deposit Insurance Corporation’s insured limit. Balances in excess of federally insured limitations may not be insured. The Company has not experienced losses on these accounts, and management believes that the Company is not exposed to significant risks on such accounts.

The Company’s accounts receivable are derived from sales to customers located throughout the world. The Company evaluates its customers’ financial condition and, generally, requires no collateral from its customers. The Company provides reserves for potential credit losses and recorded a bad debt charge totaling $1.6 million during the three and nine months ended September 30, 2019 (none during the three and nine months ended September 30, 2020). The Company had seven customers who constituted 69% of the Company’s net accounts receivable as of September 30, 2020. The Company had eight customers who constituted 85% of the Company’s net accounts receivable as of December 31, 2019.

The Company had nine customers who accounted for 57% of revenue for the three months ended September 30, 2020 and five customers who accounted for 83% of revenue for the three months ended September 30, 2019. The Company had nine customers who accounted for 58% of revenue for the nine months ended September 30, 2020 and five customers who accounted for 83% of revenue for the nine months ended September 30, 2019.

Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments with original maturities of 90 days or less at the time of purchase to be cash equivalents.

Restricted cash at September 30, 2020 and December 31, 2019 included $1.2 million and $1.0 million, respectively, in cash accounts held as collateral primarily under the terms of an office operating lease, credit cards, automobile leases, and a performance guarantee required by the government of a country in which a Senhance System was sold in 2018.

Receivable [Policy Text Block]

Accounts Receivable

Accounts receivable are recorded at net realizable value, which includes an allowance for estimated uncollectible accounts. The allowance for uncollectible accounts was determined on a customer specific basis based on deemed collectability. The allowance for doubtful accounts was $1.7 million as of September 30, 2020 and December 31, 2019.

Inventory, Policy [Policy Text Block]

Inventories

Inventories are stated at the lower of cost (determined on a first-in, first-out basis) or net realizable value. Inventory costs include direct materials, direct labor, and normal manufacturing overhead. The Company records reserves, when necessary, to reduce the carrying value of inventory to its net realizable value. Management considers forecast demand in relation to the inventory on hand, competitiveness of product offerings, market conditions and product life cycles when determining excess and obsolescence and net realizable value adjustments. At the point of loss recognition, a new, lower-cost basis for that inventory is established, and any subsequent improvements in facts and circumstances do not result in the restoration or increase in that newly established cost basis.

Any inventory on hand at the measurement date in excess of the Company's current requirements based on anticipated levels of sales is classified as long-term on the Company's condensed consolidated balance sheets. The Company’s classification of long-term inventory requires it to estimate the portion of on hand inventory that can be realized over the upcoming twelve months.

Goodwill and Intangible Assets, Policy [Policy Text Block]

Identifiable Intangible Assets and Goodwill

Definite-Lived Intangible Assets - Intellectual Property

Intellectual property consists of purchased patent rights and developed technology acquired as part of a business acquisition. Developed technology includes reclassified IPR&D assets related to (i) the Senhance System acquired in 2015 and reclassified in 2017 and (ii) MST acquired in 2018 and reclassified in 2020. Amortization of the patent rights is recorded using the straight-line method over the estimated useful life of the patents of 10 years. Amortization of the developed technology is recorded using the straight-line method over the estimated useful life of 5 to 7 years.

The Company periodically evaluates intellectual property for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. To determine the recoverability, the Company evaluates the probability that future estimated undiscounted net cash flows will be less than the carrying amount of the assets. If such estimated cash flows are less than the carrying amount of the assets, then such assets are written down to their fair value. No impairment of intellectual property was identified during the nine months ended September 30, 2020 and 2019.

Indefinite-Lived Intangible Assets – In-Process Research and Development

In-process research and development (“IPR&D”) assets represent the fair value assigned to technologies that were acquired, which at the time of acquisition have not reached technological feasibility and have no alternative future use. IPR&D assets are considered to be indefinite-lived until the completion or abandonment of the associated research and development projects. During the period that the IPR&D assets are considered indefinite-lived, they are tested for impairment on an annual basis, or more frequently if the Company becomes aware of any events occurring or changes in circumstances that indicate that the fair value of the IPR&D assets are less than their carrying amounts. To determine the recoverability, the Company evaluates the probability that future estimated discounted net cash flows will be less than the carrying amount of the assets. If such estimated cash flows are less than the carrying amount of the assets, then such assets are written down to their fair value.

The Company reclassifies IPR&D assets to intellectual property when development is complete, which generally occurs upon regulatory approval when the Company is able to commercialize products. The completed IPR&D assets are then classified as definite-lived intangible assets (developed technology) and are amortized based on their estimated useful lives at that point in time. If development is terminated or abandoned, the Company may have a full or partial impairment charge related to the IPR&D assets, calculated as the excess of carrying value of the IPR&D assets over fair value.

The Company performed an impairment test of its IPR&D at the end of the third quarter 2019 as recent events and changes in market conditions indicated that the asset might be impaired. During the third quarter of 2019, the Company concluded that the fair value determined by the market value approach was lower than the carrying value and recognized a $7.9 million impairment charge to its IPR&D. The Company performed its annual impairment assessment at December 31, 2019 and no additional impairment was required. As of March 31, 2020, all IPR&D asset development was completed and reclassified to intellectual property.

As of September 30, 2020, there were no remaining IPR&D assets.

Goodwill

Goodwill of $93.8 million was recorded in connection with a September 2013 merger transaction, goodwill of $38.3 million was recorded in connection with the Senhance Acquisition and goodwill of $9.6 million was recorded in connection with the MST Medical Surgical Technologies, Ltd. Acquisition (see Note 3). During the third quarter of 2019, the Company’s stock price declined significantly as a result of decreased sales and goodwill was deemed to be fully impaired, resulting in an impairment charge of $79.0 million.

Property, Plant and Equipment, Policy [Policy Text Block]

Property and Equipment

Property and equipment consists primarily of operating lease Senhance System assets, machinery, manufacturing equipment, demonstration equipment, computer equipment, furniture, and leasehold improvements, which are recorded at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets as follows:

Operating lease assets – Senhance System leasing (in years)	5
Machinery, manufacturing and demonstration equipment (in years)	3	-	5
Computer equipment (in years)	3
Furniture (in years)	5
Leasehold improvements	Lesser of lease term or 3 to 10 years

Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is credited or charged to operations. Repairs and maintenance costs are expensed as incurred.

The Company reviews its property and equipment assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine the recoverability, the Company evaluates the probability that future estimated undiscounted net cash flows will be less than the carrying amount of the assets. If such estimated cash flows are less than the carrying amount of the assets, then such assets are written down to their fair value. The Company did not identify any impairment during the three and nine months ended September 30, 2020 and 2019.

Contingent Consideration [Policy Text Block]

Contingent Consideration

Contingent cash consideration arising from business combinations is recorded as a liability and is the estimate of the fair value of potential milestone payments related to those acquisitions. Contingent consideration is measured at fair value using a discounted cash flow model using significant unobservable inputs including the probability of achieving each of the potential milestones, future Euro-to-USD exchange rates, and an estimated discount rate associated with the risks of the expected cash flows attributable to the various milestones. Significant increases or decreases in any of the probabilities of success or changes in expected achievement of any of these milestones would result in a significantly higher or lower fair value of these milestones, respectively, and commensurate changes to the associated liability. The contingent consideration is revalued at each reporting period and changes in fair value are recognized in the condensed consolidated statements of operations and comprehensive loss.

Warrant Liabilities [Policy Text Block]

Warrant Liabilities

The Company’s Series B Warrants (see Note 9) are measured at fair value using a simulation model which takes into account, as of the valuation date, factors including the current exercise price, the expected life of the warrant, the current price of the underlying stock, its expected volatility, holding cost and the risk-free interest rate for the term of the warrant (see Note 4). The warrant liability is revalued at each reporting period and changes in fair value are recognized in the condensed consolidated statements of operations and comprehensive loss. The selection of the appropriate valuation model and the inputs and assumptions that are required to determine the valuation requires significant judgment and requires management to make estimates and assumptions that affect the reported amount of the related liability and reported amounts of the change in fair value. Actual results could differ from those estimates, and changes in these estimates are recorded when known.

Revenue [Policy Text Block]

Revenue Recognition

The Company’s revenue consists of product revenue resulting from the sale of Systems, System components, instruments and accessories, and service revenue. The Company accounts for a contract with a customer when there is a legally enforceable contract between the Company and the customer, the rights of the parties are identified, the contract has commercial substance, and collectability of the contract consideration is probable. The Company's revenues are measured based on consideration specified in the contract with each customer, net of any sales incentives and taxes collected from customers that are remitted to government authorities. The Company’s System sale arrangements generally include a five-year service period; the first year of service is generally free and included in the System sale arrangement and the remaining four years are generally included at a stated service price.

The Company’s System sale arrangements generally contain multiple products and services. For these consolidated sale arrangements, the Company accounts for individual products and services as separate performance obligations if they are distinct, which is if a product or service is separately identifiable from other items in the consolidated package, and if a customer can benefit from it on its own or with other resources that are readily available to the customer. The Company’s System sale arrangements may include a combination of the following performance obligations: System(s), System components, instruments, accessories, and System service.

For arrangements that contain multiple performance obligations, revenue is allocated to each performance obligation based on its relative estimated standalone selling price. When available, standalone selling prices are based on observable prices at which the Company separately sells the products or services; however due to limited sales to date, standalone selling prices generally are not directly observable. The Company estimates the standalone selling price using the market assessment approach considering market conditions and entity-specific factors including, but not limited to, features and functionality of the products and services, geographies, type of customer, and market conditions. The Company regularly reviews estimated standalone selling prices and updates these estimates if necessary.

The Company enters into lease arrangements with certain qualified customers. Revenue related to arrangements including lease elements are allocated to lease and non-lease elements based on their relative standalone selling prices. Lease elements generally include a Senhance System, while non-lease elements generally include training and proctoring services, instruments, and accessories. For some lease arrangements, the customers are provided with the right to purchase the leased System at some point during and/or at the end of the lease term. In some arrangements lease payments are based on the usage of the System.

In determining whether a transaction should be classified as a sales-type or operating lease, the Company considers the following terms at lease commencement: (1) whether title of the Senhance System transfers automatically or for a nominal fee by the end of the lease term, (2) whether the present value of the minimum lease payments equals or exceeds substantially all of the fair value of the leased System, (3) whether the lease term is for the major part of the remaining economic life of the leased System, (4) whether the lease grants the lessee an option to purchase the leased System that the lessee is reasonably certain to exercise, and (5) whether the underlying System is of such a specialized nature that it is expected to have no alternative use to the Company at the end of the lease term. All such arrangements through September 30, 2020 are classified as operating leases.

The Company recognizes revenues as the performance obligations are satisfied by transferring control of the product or service to a customer. The Company generally recognizes revenue for the performance obligations as follows:

●

System sales. For Systems and System components sold directly to end customers, revenue is recognized when the Company transfers control to the customer, which is generally at the point when acceptance occurs that indicates customer acknowledgment of delivery or installation, depending on the terms of the arrangement. For Systems sold through distributors, for which distributors are responsible for installation, revenue is recognized generally at the time of shipment. The Company’s System arrangements generally do not provide a right of return. The Systems are generally covered by a one-year warranty. Warranty costs were not material for the periods presented.

●

Lease arrangements. Revenue related to lease elements from operating lease arrangements is generally recognized on a straight-line basis over the lease term or based upon System usage and is presented as product revenue.

●

Instruments and accessories. Revenue from sales of instruments and accessories is recognized when control is transferred to the customers, which generally occurs at the time of shipment, but also occurs at the time of delivery depending on the customer arrangement.

●

Service. Service revenue is recognized ratably over the term of the service period as the customers benefit from the service throughout the service period. Revenue related to services performed on a time-and-materials basis is recognized when performed.

The following table presents revenue disaggregated by type and geography (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
U.S.
Systems	$	101	$	-	$	176	$	-
Instruments and accessories		82		43		149		68
Services		106		99		278		359
Total U.S. revenue		289		142		603		427

Outside of U.S. ("OUS")
Systems		131		1,276		257		5,341
Instruments and accessories		122		330		410		1,411
Services		272		276		798		665
Total OUS revenue		525		1,882		1,465		7,417

Total
Systems		232		1,276		433		5,341
Instruments and accessories		204		373		559		1,479
Services		378		375		1,076		1,024
Total revenue	$	814	$	2,024	$	2,068	$	7,844

The Company recognizes sales by geographic area based on the country in which the customer is based. Operating lease revenue is included as Systems in the above table and was approximately $0.2 million and $0 for the three months ended September 30, 2020 and 2019, respectively, and $0.4 million and $0 for the nine months ended September 30, 2020 and 2019, respectively.

Transaction price allocated to remaining performance obligations relates to amounts allocated to products and services for which the revenue has not yet been recognized. A significant portion of this amount relates to service obligations performed under the Company's System sales contracts that will be invoiced and recognized as revenue in future periods. Transaction price allocated to remaining performance obligations was approximately $3.0 million and $3.7 million as of September 30, 2020 and December 31, 2019, respectively.

The Company invoices its customers based on the billing schedules in its sales arrangements. Contract assets for the periods presented primarily represent the difference between the revenue that was recognized based on the relative selling price of the related performance obligations and the contractual billing terms in the arrangements. Contract assets are included in accounts receivable and totaled $0.1 million and $0.2 million as of September 30, 2020 and December 31, 2019, respectively. Deferred revenue for the periods presented was primarily related to service obligations, for which the service fees are billed up-front, generally annually. The associated deferred revenue is generally recognized ratably over the service period. The Company did not have any significant impairment losses on its contract assets for the periods presented. Revenue recognized for the three months ended September 30, 2020 and 2019, that was included in the deferred revenue balance at the beginning of each reporting period was $0.1 million and $0.3 million, respectively. Revenue recognized for the nine months ended September 30, 2020 and 2019, that was included in the deferred revenue balance at the beginning of each reporting period was $0.5 million and $1.5 million, respectively. Revenue for the nine months ended September 30, 2019 also included $1.3 million from a System sold in 2017 for which revenue was deferred until its first clinical use, which occurred in the second quarter of 2019. The aggregate amount of transaction price allocated to performance obligations that remain unsatisfied as of September 30, 2020 was $3.0 million, which is expected to be recognized as revenue over one to three years.

In connection with assets recognized from the costs to obtain a contract with a customer, the Company determined that the sales incentive programs for its sales team do not meet the requirements to be capitalized as the Company does not expect to generate future economic benefits from the related revenue from the initial sales transaction and such costs are expensed as incurred.

Cost of Goods and Service [Policy Text Block]

Cost of Revenue

Cost of revenue consists of contract manufacturing, materials, labor and manufacturing overhead incurred internally to produce the products. Shipping and handling costs incurred by the Company are included in cost of revenue. During the three and nine months ended September 30, 2020 and 2019, the Company recorded $0 and $0.8 million of expenses, respectively, for inventory obsolescence related to certain System components.

Research and Development Expense, Policy [Policy Text Block]

Research and Development Costs

Research and development expenses primarily consist of engineering, product development and regulatory expenses, incurred in the design, development, testing and enhancement of our products. Research and development costs are expensed as incurred.

Share-based Payment Arrangement [Policy Text Block]

Stock-Based Compensation

The Company follows ASC 718 “Stock Compensation”, which provides guidance in accounting for share-based awards exchanged for services rendered and requires companies to expense the estimated fair value of these awards over the requisite service period. The Company recognizes as expense, the grant-date fair value of stock options and other stock-based compensation issued to employees and non-employee directors over the requisite service periods, which are typically the vesting periods. The Company uses the Black-Scholes-Merton model to estimate the fair value of our stock-based payments. The volatility assumption used in the Black-Scholes-Merton model is based on the calculated historical volatility based on an analysis of reported data for a peer group of companies as well as the Company’s historical volatility. The expected term of options granted has been determined based upon the simplified method, because the Company does not have sufficient historical information regarding its options to derive the expected term. Under this approach, the expected term is the mid-point between the weighted average of vesting period and the contractual term. The risk-free interest rate is based on U.S. Treasury rates whose term is consistent with the expected life of the stock options. The Company has not paid and does not anticipate paying cash dividends on its shares of common stock; therefore, the expected dividend yield is assumed to be zero. The Company estimates forfeitures based on its historical experience and adjust the estimated forfeiture rate based upon actual experience.

The fair value of restricted stock units (“RSU’s”) is determined by the market price of the Company’s common stock on the date of grant.

Compensation expense for stock-based compensation was approximately $1.9 million and $3.4 million for the three months ended September 30, 2020 and 2019, respectively, and was approximately $5.8 million and $9.7 million for the nine months ended September 30, 2020 and 2019, respectively.

On June 8, 2020, following the 2020 annual meeting of stockholders, the Board of Directors approved and granted equity awards to the members of the Board and the executive officers of the Company. The annual equity retainer to non-employee directors consisted of quarterly equity grants of common stock, RSU’s, and stock options under the director compensation program. In the third quarter of 2020 the compensatory awards had grant date value ranging from approximately $4,000 to $9,000 per non-employee director. In the second quarter of 2020, one-time compensatory awards were granted for service to the Company during this critical time in the Company’s history with a grant date value ranging from approximately $5,000 to $10,000, per non-employee director, depending on length of Board service.

The awards to the executive officers include the 2020 annual long-term incentive grants, as well as a retention and promotion grant for our Chief Executive Officer. Thirty percent of the value of the annual long-term incentive awards to our CEO is comprised of performance-based RSUs, which will only vest if the Company’s stock price is at least $1.00 or more for twenty consecutive trading days in a three-year performance period.

The awards were all made under the Company’s Amended and Restated Incentive Compensation Plan. An aggregate of 1,871,289 shares of common stock underlie these awards if they fully vest.

Income Tax, Policy [Policy Text Block]

Income Taxes

The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets or liabilities for the temporary differences between financial reporting and tax basis of the Company’s assets and liabilities, and for tax carryforwards at enacted statutory rates in effect for the years in which the asset or liability is expected to be realized. The effect on deferred taxes of a change in tax rates is recognized in income during the period that includes the enactment date. In addition, valuation allowances are established when necessary to reduce deferred tax assets and liabilities to the amounts expected to be realized. The Company has elected to account for global intangible low-taxed income (“GILTI”) as a period expense in the year the tax is incurred.

The Company recognizes the financial statement benefit of an income tax position only after determining that the relevant taxing authority would more likely than not sustain the position following audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant taxing authority. The Company recognizes interest accrued related to unrecognized tax benefits and penalties in the provision for income taxes.

Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require application of significant judgment. The Company is subject to U.S. federal and various state, local and foreign jurisdictions. Due to the Company’s net operating loss carryforwards, the Company may be subject to examination by authorities for all previously filed income tax returns.

In a referendum held on May 19, 2019, Swiss voters adopted the Federal Act on Tax Reform and AVS Financing (TRAF). TRAF introduces major changes in the Swiss tax system by abolishing certain current preferential tax regimes and replacing them with new measures that are in line with international standards. The referendum did not have a material impact on the Company for the 2020 or 2019 tax provisions. The Company will continue to evaluate the impact of these provisions in future periods as the enactment process is completed.

On March 27, 2020, the CARES Act was signed into law in response to the COVID-19 pandemic. The CARES Act, as amended on June 5, 2020 through the enactment of the Paycheck Protection Program Flexibility Act, provides numerous tax provisions and stimulus measures, including temporary changes regarding the prior and future utilization of net operating losses, temporary changes to the prior and future limitations on interest deductions, and technical corrections from prior tax legislation for tax depreciation of certain qualified improvement property. The Company continues to evaluate the provisions of the CARES Act, as amended, relating to income taxes which may result in adjustments to certain deferred tax assets and liabilities.

Segment Reporting, Policy [Policy Text Block]

Segments

The Company operates in one business segment—the research, development and sale of medical device robotics to improve minimally invasive surgery. The Company’s chief operating decision maker (determined to be the Chief Executive Officer) does not manage any part of the Company separately, and the allocation of resources and assessment of performance are based on the Company’s consolidated operating results.

Approximately 30% and 19% of the Company’s total consolidated assets are located within the United States as of September 30, 2020 and December 31, 2019, respectively. The remaining assets are mostly located in Europe and are primarily related to the Company’s facility in Italy, and include intellectual property, in-process research and development, other current assets, property and equipment, cash, accounts receivable, other long-term assets and inventory of $56.5 million and $60.5 million as of September 30, 2020 and December 31, 2019, respectively. Total assets outside of the United States amounted to 70% and 81% of total consolidated assets at September 30, 2020 and December 31, 2019, respectively. The Company recognizes sales by geographic area based on the country in which the customer is based. For the nine months ended September 30, 2020 and 2019, 29% and 5%, respectively, of net revenue were generated in the United States; while 50% and 42%, respectively, were generated in Europe; and 21% and 53% were generated in Asia. For the three months ended September 30, 2020 and 2019, 36% and 7%, respectively, of net revenue were generated in the United States; while 46% and 20%, respectively, were generated in Europe; and 18% and 73% were generated in Asia.

New Accounting Pronouncements, Policy [Policy Text Block]

Impact of Recently Issued Accounting Standards

In August 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. This ASU eliminates, adds and modifies certain disclosure requirements for fair value measurements as part of its disclosure framework project. The Company adopted this ASU effective January 1, 2020 and the adoption did not have a material impact on the condensed consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in ASC 740, Income Tax and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 will be effective for public business entities for annual reporting periods beginning after December 15, 2020, and interim periods within those periods, with early adoption permitted. The guidance is not expected to have a material impact on the Company's financial statements and related disclosures.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which is designed to provide financial statement users with more information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. When determining such expected credit losses, the guidance requires companies to apply a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This guidance is effective on a modified retrospective basis for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The guidance is not expected to have a material impact on the Company's financial statements and related disclosures.

In August 2020, the FASB issued ASU 2020-06 Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (subtopic 815-40) guidance on the accounting for convertible debt instruments and contracts in an entity’s own equity. The guidance simplifies the accounting for convertible instruments by reducing the various accounting models that can require the instrument to be separated into a debt component and equity component or derivative component. Additionally, the guidance eliminated certain settlement conditions previously required to be able to classify a derivative in equity. The new guidance is effective on a modified or full retrospective basis for fiscal years beginning after December 15, 2023, including interim periods with those fiscal years. The Company is currently evaluating the impact on the consolidated financial statements upon adoption.

The Company has evaluated all other issued and unadopted ASUs and believes the adoption of these standards will not have a material impact on its consolidated statements of operations and comprehensive loss, balance sheets, or statements of cash flows.

Note 8 - Notes Payable

9 Months Ended

Sep. 30, 2020

Notes to Financial Statements

Debt Disclosure [Text Block]

8.	Notes Payable

Paycheck Protection Program

The CARES Act was passed in the United States and signed into law on March 7, 2020 and was amended on June 5, 2020 through the enactment of the Paycheck Protection Program Flexibility Act. On April 27, 2020, TransEnterix Surgical, Inc., a wholly owned subsidiary of the Company, received funding under a promissory note dated April 18, 2020 (the “Promissory Note”), evidencing an unsecured non-recourse loan in the principal amount of $2,815,200 under the PPP provisions of the CARES Act. The PPP is administered by the U.S. Small Business Administration (the “SBA”). The Promissory Note was made through City National Bank of Florida, a national banking association (the “Lender”). The Company elected to account for the PPP loan as debt and included the principal amount within notes payable on the condensed consolidated balance sheet.

The Promissory Note has a two-year term, maturing on April 27, 2022, and bears interest at 1.00% per annum. If the Promissory Note is not forgiven, payments can be deferred until 10 months after the end of the Company’s covered period, which is the 24-week period beginning on the date the Company received the PPP loan proceeds from the Lenders (the “Covered Period”). The Promissory Note contains customary events of default relating to, among other things, payment defaults, and breach of representations and warranties, or other provisions of the Promissory Note. The Promissory Note may be forgiven partially or fully if the proceeds are used for covered payroll, rent and utility costs incurred during the Covered Period and if at least 60% of the proceeds are used for covered payroll costs. All or a portion of the Promissory Note may be forgiven by the SBA upon application by the Company and documentation of expenditures in accordance with the SBA requirements. The Company intends to use the proceeds for such covered purposes. While the Company believes, because the Covered Period was extended from the original eight weeks to 24 weeks, that it will be more likely to use the funds for covered purposes, it can provide no assurance that it will obtain forgiveness in whole.

Any forgiveness of the Promissory Note will be subject to approval by the SBA and the Lender. The Company recognizes that its restructuring activities unrelated to COVID-19 led to a decrease in the number of employees and, the Company may not be able to comply with the available safe harbor and savings provisions of the CARES Act, therefore, not all of the Promissory Note may be eligible for forgiveness.

Hercules Loan Agreement

On May 23, 2018, the Company and its domestic subsidiaries, as co-borrowers, entered into a Loan and Security Agreement (the “Hercules Loan Agreement”) with several banks and other financial institutions or entities from time to time party to the Loan Agreement (collectively, the “Lender”) and Hercules Capital, Inc., as administrative agent and collateral agent (the “Agent”). The Hercules Loan Agreement was modified on two separate occasions in 2019.

The term loans bore interest at a rate equal to the greater of (i) 10.05% per annum (the “Fixed Rate”) and (ii) the Fixed Rate plus the prime rate (as reported in The Wall Street Journal) minus 5.00%. On the Initial Funding Date, the Company was obligated to pay a facility fee of $0.4 million, recorded as a debt discount. The Company also incurred other debt issuance costs totaling $1.1 million in conjunction with its entry into the Hercules Loan Agreement. In addition, the Company was permitted to prepay the term loans in full at any time, with a prepayment fee of 3.0% of the outstanding principal amount of the loan in the first year after the Initial Funding Date, 2.0% if the prepayment occurred in the second year after the Initial Funding Date and 1.0% thereafter. Upon prepayment of the term loans in full or repayment of the term loans at the maturity date or upon acceleration, the Company was required to pay a final fee of 6.95% of the aggregate principal amount of term loans funded. The final payment fee was accreted to interest expense over the life of the term loan and included within notes payable on the condensed consolidated balance sheet.

The Company’s obligations under the Hercules Loan Agreement were guaranteed by all current and future material foreign subsidiaries of the Company and were secured by a security interest in all of the assets of the Company and their current and future domestic subsidiaries and all of the assets of their current and future material foreign subsidiaries, including a security interest in the intellectual property. The Hercules Loan Agreement contained customary representations and covenants that, subject to exceptions, restricted the Company’s and its subsidiaries’ ability to do the following, among other things: declare dividends or redeem or repurchase equity interests; incur additional indebtedness and liens; make loans and investments; engage in mergers, acquisitions, and asset sales; transact with affiliates; undergo a change in control; add or change business locations; and engage in businesses that were not related to its existing business. Under the terms of the Hercules Loan Agreement, the Company was required to maintain cash and/or investment property in accounts which perfected the Agent’s first priority security interest in such accounts in an amount equal to the lesser of (i) (x) 120% of the then-outstanding principal balance of the term loans, including accrued interest and any other fees payable under the agreement to the extent accrued and payable plus (y) an amount equal to the then-outstanding accounts payable of the Company on a consolidated basis that were more than 90 days past due and (ii) 80% of the aggregate cash of the Company and its consolidated subsidiaries. The Agent was granted the option to invest up to $2.0 million in any future equity offering broadly marketed by the Company to investors on the same terms as the offering to other investors.

On November 4, 2019, the Company entered into a payoff letter with the Agent pursuant to which the Company terminated the Hercules Loan Agreement, as amended. The Company determined it was in the best interests of the Company to pay down the debt and terminate the Hercules Agreement to simplify the Company's balance sheet and provide additional flexibility as the Board of Directors continues to explore strategic and financial alternatives for the Company. Under the payoff letter, the Company repaid all amounts owed under the Hercules Loan Agreement totaling approximately $16.4 million, which included end of term fees of $1.4 million, and Hercules released all security interests held on the assets of the Company and its subsidiaries, including, without limitation, on the intellectual property assets of the Company. The Company recognized a loss of $1.0 million on the extinguishment of notes payable, which is included in interest expense on the condensed consolidated statement of operations and comprehensive loss for the year ended December 31, 2019.

Note 6 - Goodwill, In-process Research and Development and Intellectual Property (Details Textual) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2020	Dec. 31, 2019	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Impairment of Intangible Assets, Finite-lived	$ 0		$ 7,912	$ 0	$ 7,912
In Process Research and Development [Member]
Impairment of Intangible Assets, Finite-lived		$ 0	$ 7,900
Developed Technology Rights [Member] \| Weighted Average [Member]
Finite-Lived Intangible Assets, Remaining Amortization Period (Year)				2 years 4 months 24 days
Technology-Based Intangible Assets [Member] \| Weighted Average [Member]
Finite-Lived Intangible Assets, Remaining Amortization Period (Year)				6 years 7 months 6 days

Note 4 - Fair Value (Details Textual) $ / shares in Units, $ in Thousands			3 Months Ended		9 Months Ended
	Dec. 11, 2019	Apr. 28, 2017 $ / shares shares	Sep. 30, 2020 USD ($) $ / shares	Sep. 30, 2019 USD ($)	Sep. 30, 2020 USD ($) $ / shares	Sep. 30, 2019 USD ($)
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability \| $			$ 502	$ (11,647)	$ 1,770	$ (9,689)
Number of Units Sold (in shares)		24,900,000
Number of Shares in Each Unit (in shares)		0.077
Shares Issued, Price Per Share (in dollars per share) \| $ / shares		$ 1.00
Fair Value Adjustment of Warrants \| $			$ (63)	(614)	$ 206	(3,036)
Reverse Stock Split [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio	13
Series A Warrant [Member]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)		0.077
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) \| $ / shares		$ 13.00
Series B Warrant [Member]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)		0.058
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) \| $ / shares		$ 13.00	$ 0.35		$ 0.35
Fair Value Adjustment of Warrants \| $			$ 100	$ 600	$ 200	$ 3,000

Note 7 - Income Taxes (Details Textual) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2020
Effective Income Tax Rate Reconciliation, Percent, Total	0.00%	1.10%	3.00%	1.80%
Deferred Income Tax Expense (Benefit), Total	$ 0	$ 1,070	$ 1,390	$ 2,550
Current Income Tax Expense (Benefit), Total	$ 0	$ 20	$ 40	$ 50
Forecast [Member]
Effective Income Tax Rate Reconciliation, Percent, Total					2.20%

Document And Entity Information - shares	9 Months Ended
Document And Entity Information - shares	Sep. 30, 2020	Oct. 31, 2020
Document Information [Line Items]
Entity Central Index Key	0000876378
Entity Registrant Name	TRANSENTERIX, INC
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2020
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2020
Document Transition Report	false
Entity File Number	0-19437
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	11-2962080
Entity Address, Address Line One	635 Davis Drive, Suite 300
Entity Address, City or Town	Morrisville
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	27560
City Area Code	919
Local Phone Number	765-8400
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Title of 12(b) Security	Common Stock $0.001 par value per share
Trading Symbol	TRXC
Security Exchange Name	NYSEAMER
Entity Common Stock, Shares Outstanding		99,910,279

Note 2 - Summary of Significant Accounting Policies - Estimated Useful Lives of Assets (Details)	9 Months Ended
	Sep. 30, 2020
Operating Lease Assets [Member]
Property and equipment, estimated useful lives (Year)	5 years
Machinery, Manufacturing and Demonstration Equipment [Member] \| Minimum [Member]
Property and equipment, estimated useful lives (Year)	3 years
Machinery, Manufacturing and Demonstration Equipment [Member] \| Maximum [Member]
Property and equipment, estimated useful lives (Year)	5 years
Computer Equipment [Member]
Property and equipment, estimated useful lives (Year)	3 years
Furniture and Fixtures [Member]
Property and equipment, estimated useful lives (Year)	5 years
Leasehold Improvements [Member] \| Minimum [Member]
Property and equipment, estimated useful lives (Year)	3 years
Leasehold Improvements [Member] \| Maximum [Member]
Property and equipment, estimated useful lives (Year)	10 years

Note 14 - Subsequent Events

9 Months Ended

Sep. 30, 2020

Notes to Financial Statements

Subsequent Events [Text Block]

14.

Subsequent Events

On October 9, 2020, the Company filed a prospectus supplement relating to an “at the market” offering with Cantor pursuant to which the Company may sell from time to time, at its option, up to an aggregate of $40.0 million of shares of the Company’s common stock, through Cantor as sales agent, pursuant to the 2019 Sales Agreement (the “2020 ATM Offering”). Pursuant to the 2019 Sales Agreement, sales of the common stock will be made on the Company’s currently effective Registration Statement on Form S-3, which was declared effective on February 10, 2020. The aggregate compensation payable to Cantor is 3.0% of the aggregate gross proceeds from each sale of the Company’s common stock. No sales have been made under the 2020 ATM Offering as of the date of this report.

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Current Assets:
Cash and cash equivalents	$ 19,964	$ 9,598
Accounts receivable, net	903	620
Inventories	10,856	10,653
Other current assets	5,780	7,084
Total Current Assets	37,503	27,955
Restricted cash	1,154	969
Inventories, net of current portion	6,769	7,594
Property and equipment, net	8,702	4,706
Intangible Assets	24,139	28,596
Net deferred tax assets	41	0
Other long term assets	1,836	2,489
Total Assets	80,144	74,779
Current Liabilities:
Accounts payable	2,973	3,579
Accrued expenses	7,492	8,553
Deferred revenue - current portion	818	818
Notes payable - current portion, net of debt discount	279	0
Contingent consideration - current portion	0	73
Total Current Liabilities	11,562	13,023
Long Term Liabilities:
Deferred revenue - less current portion	0	27
Contingent consideration - less current portion	2,780	1,011
Notes payable, net of issuance costs	2,536	0
Warrant liabilities	124	2,388
Net deferred tax liabilities	0	1,392
Other long term liabilities	973	1,403
Total Liabilities	17,975	19,244
Commitments and Contingencies (Note 13)
Stockholders' Equity:
Common stock $0.001 par value, 750,000,000 shares authorized at September 30, 2020 and December 31, 2019; 99,879,029 and 20,691,301 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively	100	21
Preferred stock, $0.01 par value, 25,000,000 shares authorized, no shares issued and outstanding at September 30, 2020 and December 31, 2019	0	0
Additional paid-in capital	770,368	720,484
Accumulated deficit	(709,120)	(663,600)
Accumulated other comprehensive income (loss)	821	(1,370)
Total Stockholders' Equity	62,169	55,535
Total Liabilities and Stockholders' Equity	80,144	74,779
Intellectual Property [Member]
Current Assets:
Intangible Assets	24,139	28,596
In Process Research and Development [Member]
Current Assets:
Intangible Assets	$ 0	$ 2,470

Note 1 - Business Overview

9 Months Ended

Sep. 30, 2020

Notes to Financial Statements

Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block]

1.	Business Overview

Overview

TransEnterix, Inc. is a medical device company that is digitizing the interface between the surgeon and the patient in laparoscopy to increase control and reduce surgical variability in today’s value-based healthcare environment. It is focused on the market development for and commercialization of the Senhance^® Surgical System, which digitizes laparoscopic minimally invasive surgery, or MIS. The Senhance Surgical System is the first and only digital, multi-port laparoscopic platform designed to maintain laparoscopic MIS standards while providing digital benefits such as haptic feedback, robotic precision, comfortable ergonomics, advanced instrumentation including 3 millimeter microlaparoscopic instruments, eye-sensing camera control and reusable standard instruments to help maintain per-procedure costs similar to traditional laparoscopy. The Senhance System is also the first machine-vision system in robotic surgery which is powered by the new Intelligent Surgical Unit™, or ISU™, that enables augmented intelligence in surgery.

The Company believes that future outcomes of minimally invasive surgery will be enhanced through its combination of more advanced tools and robotic functionality, which are designed to empower surgeons with improved precision, ergonomics, dexterity and visualization; offer high patient satisfaction and enable a desirable post-operative recovery; and provide a cost-effective robotic system, compared to existing alternatives today, for a wide range of clinical applications and operative sites within the healthcare system.

The Senhance System is commercially available in Europe, the United States, Japan, and select other countries.

•

The Senhance System has a CE Mark in Europe for adult and pediatric laparoscopic abdominal and pelvic surgery, as well as limited thoracic surgeries excluding cardiac and vascular surgery.

•

In the United States, the Company has received 510(k) clearance from the FDA for use of the Senhance System in laparoscopic colorectal and gynecologic surgery in a total of 28 indicated procedures, including benign and oncologic procedures, laparoscopic inguinal hernia and laparoscopic cholecystectomy (gallbladder removal) surgery.

•

In Japan, the Company has received regulatory approval and reimbursement for 98 laparoscopic procedures.

Over the past 36 months, the Company successfully obtained FDA clearance and CE Mark for its 3-millimeter diameter instruments, its Senhance ultrasonic system, its 3 millimeter and 5 millimeter hooks, and the Senhance articulating system. The 3 millimeter instruments enable the Senhance System to be used for microlaparoscopic surgeries, allowing for tiny incisions. The ultrasonic system is an advanced energy device used to deliver controlled energy to ligate and divide tissue, while minimizing thermal injury to surrounding structures. The Senhance articulating system was launched in Europe in November 2019 and the Company is evaluating its pathway forward to launch such a system in the United States with a planned submission for U.S. clearance in the first quarter of 2021.

In January 2020, the Company submitted an application to the FDA seeking clearance of the first machine vision system for its robotic surgery (the ISU). The Intelligent Surgical Unit was developed using the image analytics technology acquired from MST in the fourth quarter of 2018. The Company believes it is the first such FDA submission seeking clearance for machine vision technology in abdominal robotic surgery. On March 13, 2020, the Company announced that it had received FDA clearance for the ISU.

In February 2020, the Company received CE Mark for the Senhance System and related instruments for pediatric use indications in CE Mark territories. The Company continues to make additional submissions for clearance or approval for enhancements to the Senhance System and related instruments and accessories, including additional filings and approvals sought in Japan.

The Company is focusing on markets with high utilization of laparoscopic technique, including Japan, Western Europe and the United States. The focus is on (1) increasing the number of placements of the Senhance System, not necessarily through sales, but through leasing arrangements, (2) increasing the number of procedures conducted using the Senhance System quarter over quarter, and (3) solidifying key opinion leader support and publications related to the use of the Senhance System in laparoscopic procedures. The Company is not focusing on revenue targets, especially in the United States. As further discussed in this report, the COVID-19 pandemic has had a significant impact on the Company’s operations, primarily due to the temporary cessation of elective surgical procedures in many markets, and the challenges and restrictions caused by stay-at-home orders, social distancing requirements and travel restrictions.

Soon after implementing this strategy, the Company’s business and customers were negatively impacted by the COVID-19 pandemic, which suspended many elective surgical procedures globally, curtailed travel and necessarily diverted the attention of hospital customers. The Company has taken steps, and continues to take further actions, to minimize the impact of the COVID 19 pandemic on its business. A variety of travel restrictions have caused delays in product installation and training activities. Since the second quarter of 2020, the Company has seen elective surgical procedures recommence in the United States, Europe and Japan, but not, to date, to the levels seen before the COVID-19 pandemic. This has significantly impacted its ability to implement its market development activities to place its Senhance Systems, provide training, and increase the use of the Senhance Systems in place. Given the dynamic nature of this health emergency, the full impact of the COVID-19 pandemic on ongoing business, results of operations and overall financial performance cannot be reasonably estimated at this time.

The Company continues to focus on growing its business globally and enhancing the Senhance System capabilities. In September 2020, the Company announced the successful completion of the first surgical procedures using the ISU. In October 2020, the Company announced that Japan has become one of the fastest growing markets for the Senhance System in terms of placements and clinical cases with the addition of a new agreement with Toshima Hospital of the Tokyo Metropolitan Health and Hospitals Corporation to lease and utilize the Senhance Surgical System, and the September 2020 establishment of the first training center for the Senhance System in the Asia-Pacific region in Japan at the Saitama Medical University International Medical Center in the Greater Tokyo Area. In the U.S., in August 2020 the Company announced a 510(k) application to add general surgery indications to existing indications for use and is working with the FDA on such submission. Upon clearance, this is expected to add approximately 800,000 general and bariatric procedures to the Company’s addressable market.

As of October 31, 2020, under this new strategy the Company has installed eight Senhance Systems in 2020 under leasing arrangements and has one Senhance System pending installation. Approximately 1,200 procedures have been conducted to date in 2020, which is tracking lower than the Company’s goal as a result of the COVID-19 pandemic.

Risks and Uncertainties

The Company is subject to risks similar to other similarly sized companies in the medical device industry. These risks include, without limitation: potential negative impacts on the Company's operations caused by the COVID-19 pandemic; the Company’s ability to continue as a going concern; the historical lack of profitability; the Company’s ability to raise additional capital; the success of its market development efforts, the liquidity and capital resources of its partners; its ability to successfully develop, clinically test and commercialize its products; the timing and outcome of the regulatory review process for its products; changes in the health care and regulatory environments of the United States, the United Kingdom, the European Union, Japan, Taiwan and other countries in which the Company operates or intends to operate; its ability to attract and retain key management, marketing and scientific personnel; its ability to successfully prepare, file, prosecute, maintain, defend and enforce patent claims and other intellectual property rights; its ability to successfully transition from a research and development company to a marketing, sales and distribution concern; competition in the market for robotic surgical devices; and its ability to identify and pursue development of additional products.

Note 5 - Inventories - Components of Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Finished Goods	$ 10,619	$ 9,737
Raw Materials	7,006	8,510
Total Inventories	17,625	18,247
Current portion	10,856	10,653
Long-term portion	$ 6,769	$ 7,594

Note 6 - Goodwill, In-process Research and Development and Intellectual Property (Tables)

9 Months Ended

Sep. 30, 2020

Notes Tables

Schedule of Finite-Lived Intangible Assets [Table Text Block]

	In-Process Research and Development
	(in thousands)
Balance at December 31, 2019	$	2,470
Foreign currency translation impact		(45	)
Transfer to developed technology		(2,425	)
Balance at September 30, 2020	$	-

	September 30, 2020
	(in thousands)
	Gross Carrying Amount		Accumulated Amortization			Foreign Currency Translation Impact		Net Carrying Amount
Developed technology	$	68,838	$	(46,820	)	$	1,831	$	23,849
Technology and patents purchased		400		(150	)		40		290
Total intellectual property	$	69,238	$	(46,970	)	$	1,871	$	24,139

	December 31, 2019
	(in thousands)
	Gross Carrying Amount		Accumulated Amortization			Foreign Currency Translation Impact			Net Carrying Amount
Developed technology	$	66,413	$	(36,918	)	$	(1,208	)	$	28,287
Technology and patents purchased		400		(112	)		21			309
Total intellectual property	$	66,813	$	(37,030	)	$	(1,187	)	$	28,596

Note 3 - Acquisitions (Details Textual) $ in Thousands, € in Millions								3 Months Ended		9 Months Ended			12 Months Ended
	Oct. 15, 2019 USD ($)	Aug. 07, 2019 USD ($) shares	Oct. 31, 2018 USD ($) shares	Dec. 30, 2016 USD ($) shares	Dec. 30, 2016 EUR (€) shares	Sep. 21, 2015 USD ($) shares	Sep. 21, 2015 EUR (€) shares	Sep. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)	Sep. 30, 2020 USD ($)	Sep. 30, 2020 EUR (€)	Sep. 30, 2019 USD ($)	Dec. 31, 2019 USD ($)	Sep. 30, 2020 EUR (€)
Gain (Loss) on Disposition of Assets, Total								$ (0)	$ (0)	$ (0)		$ (97)
Business Combination, Contingent Consideration, Liability, Total								2,780		2,780			$ 1,084
Auto Lap [Member]
Disposal Group, Including Discontinued Operation, Consideration	$ 17,000
Proceeds from Sale of Productive Assets, Total	16,000
Disposal Group Including Discontinued Operation Consideration Receivable	$ 1,000
Gain (Loss) on Disposition of Assets, Total													16,000
Medical Surgery Technologies Limited [Member]
Payments to Acquire Businesses, Gross			$ 5,800
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) \| shares		370,423	242,310
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable		$ 6,600
Senhance Surgical Robotic System Acquisition [Member]
Payments to Acquire Businesses, Gross				$ 25,000	€ 22.5	$ 25,000
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) \| shares				286,360	286,360	1,195,647	1,195,647
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable \| €					€ 5.0
Business Combination, Consideration Transferred, Liabilities Incurred \| €							€ 27.5
Business Combination, Contingent Consideration, Liability, Total								$ 2,800		$ 2,800			$ 1,100
Senhance Surgical Robotic System Acquisition [Member] \| Second Tranche [Member]
Business Combination, Contingent Consideration, Liability, Total \| €														€ 15.0
Senhance Surgical Robotic System Acquisition [Member] \| Third Tranche [Member]
Business Combination, Contingent Consideration, Liability, Total \| €														€ 15.0
Senhance Surgical Robotic System Acquisition [Member] \| Third Tranche [Member] \| Minimum [Member]
Business Combination Contingent Consideration Arrangements Target Revenue \| €											€ 25.0
Senhance Surgical Robotic System Acquisition [Member] \| Fourth Tranche [Member]
Business Combination, Contingent Consideration, Liability, Total \| €							€ 2.5

Note 11 - Restructuring

9 Months Ended

Sep. 30, 2020

Notes to Financial Statements

Restructuring and Related Activities Disclosure [Text Block]

11.

Restructuring

During the fourth quarter of 2019, the Company announced the implementation of a restructuring plan to reduce operating expenses as the Company continues the global market development of the Senhance platform. Under the restructuring plan, the Company reduced headcount primarily in the sales and marketing functions and determined that the carrying value of its inventory exceeded the net realizable value due to a decrease in expected sales. The restructuring charges amounted to $8.8 million, of which $7.4 million was an inventory write down and was included in cost of product revenue and $1.4 million related to employee severance costs and was included as restructuring and other charges in the condensed consolidated statements of operations and comprehensive loss, for the year ended December 31, 2019. During the nine months ended September 30, 2020, the Company continued the restructuring efforts with additional headcount reductions which resulted in $0.9 million related to severance costs. These 2020 severance costs are primarily expected to be paid in 2020.

Future payments under the restructuring plan are expected to conclude in 2020 and total $0.6 million. During the nine months ended September 30, 2020, the activity related to the Company's restructuring liability, which is included in accrued expenses in the condensed consolidated balance sheet, was as follows:

	Restructuring Liability
	(in thousands)
Balance at December 31, 2019	$	882
Amount charged to operating expenses		858
Cash payments		(1,156	)
Balance at September 30, 2020	$	584

Note 9 - Warrants (Tables)

9 Months Ended

Sep. 30, 2020

Notes Tables

Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

Range of Exercise Prices			Number of Warrants Outstanding		Range of Expiration Dates
	$0.35			567,660	May 2022
	$0.68			45,823,528	March 2021 - March 2025
$13.00	-	$52.20		107,721	September 2021 - September 2027
				46,498,909

Note 10 - Equity Offerings

9 Months Ended

Sep. 30, 2020

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

10.

Equity Offerings

On August 12, 2019, the Company entered into a Controlled Equity Offering Sales Agreement (the “2019 Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”) pursuant to which the Company may sell from time to time, at its option, up to an aggregate of $25.0 million, shares of the Company’s common stock, through Cantor, as sales agent (the “2019 ATM Offering”). Pursuant to the Sales Agreement, sales of the common stock were made under the Company’s previously filed Registration Statement on Form S-3, which registration statement expired in May 2020. The aggregate compensation payable to Cantor was 3.0% of the aggregate gross proceeds from each sale of the Company’s common stock.

The following table summarizes the total sales under the 2019 ATM Offering for the period indicated (in thousands except for share and per share amounts):

	For the Nine Months Ended September 30, 2020
Total shares of common stock sold		6,687,846

Average price per share	$	1.73

Gross proceeds	$	11,558
Commissions earned by Cantor		346
Net proceeds	$	11,212

Public Offerings of Securities

On March 10, 2020, the Company closed the March 2020 Public Offering with Ladenburg Thalmann & Co. Inc. as underwriter and sold an aggregate of 14,121,766 Class A Units at a public offering price of $0.68 per Class A Unit and 7,937,057 Class B Units at a public offering price of $0.68 per Class B Unit. Each Class A Unit consists of one share of the Company’s common stock, one warrant to purchase one share of common stock that expires on the first anniversary of the date of issuance (collectively, the “Series C Warrants”), and one warrant to purchase one share of common stock that expires on the fifth anniversary of the date of issuance (collectively, the “Series D Warrants”). Each Class B Unit consists of one share of Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), convertible into one share of common stock, a Series C Warrant to purchase one share of common stock and a Series D Warrant to purchase one share of common stock. The Class A Units and Class B Units have no stand-alone rights and were not certificated or issued as stand-alone securities. The shares of common stock, Series A Preferred Stock, Series C Warrants and Series D Warrants are immediately separable. In addition, the underwriter for the public offering exercised an overallotment option and purchased 3,308,823 Series C Warrants and 3,308,823 Series D Warrants.

The shares of Series A Preferred Stock rank on par with the shares of the common stock, in each case, as to dividend rights and distributions of assets upon liquidation, dissolution or winding up of the Company. With certain statutory exceptions, as described in the Series A Preferred Stock Certificate of Designation, the shares of Series A Preferred Stock have no voting rights. Each share of Series A Preferred Stock is convertible at any time at the holder’s option into one share of common stock, which conversion ratio will be subject to adjustment for stock splits, stock dividends, distributions, subdivisions and combinations and other similar transactions as specified in the Series A Preferred Stock Certificate of Designation.

The net proceeds to the Company from the March 2020 Public Offering were approximately $13.5 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. All shares of Series A Preferred Stock were converted into 7.9 million shares of common stock prior to June 30, 2020. Approximately 4.9 million Series C Warrants were exercised during the nine months ended September 30, 2020, generating net proceeds of $3.3 million. The Class A Units, the Class B Units, the Series A Preferred Stock, the Series C Warrants and the Series D Warrants (together with the shares of common stock underlying the shares of Series A Preferred Stock and such warrants) were offered under the Company’s previously filed Registration Statement on Form S-3, which registration statement expired in May 2020. The Company filed a new registration statement on Form S-1 covering the exercise of the outstanding Series C Warrants and Series D Warrants, which was declared effective by the SEC on May 27, 2020.

On July 6, 2020, the Company completed an underwritten public offering of 42,857,142 shares of its common stock, including the underwriter’s full exercise of an over-allotment option, at the public offering price per share of $0.35 per share, generating net proceeds of approximately $13.6 million. Following the offering, the exercise price of the outstanding Series B Warrants was adjusted to $0.35 per share and the number of shares of common stock underlying such warrants increased to 567,660 shares (see Note 9).

Note 2 - Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2020

Notes Tables

Schedule of Property Plant and Equipment Useful Life [Table Text Block]

Operating lease assets – Senhance System leasing (in years)	5
Machinery, manufacturing and demonstration equipment (in years)	3	-	5
Computer equipment (in years)	3
Furniture (in years)	5
Leasehold improvements	Lesser of lease term or 3 to 10 years

Disaggregation of Revenue [Table Text Block]

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
U.S.
Systems	$	101	$	-	$	176	$	-
Instruments and accessories		82		43		149		68
Services		106		99		278		359
Total U.S. revenue		289		142		603		427

Outside of U.S. ("OUS")
Systems		131		1,276		257		5,341
Instruments and accessories		122		330		410		1,411
Services		272		276		798		665
Total OUS revenue		525		1,882		1,465		7,417

Total
Systems		232		1,276		433		5,341
Instruments and accessories		204		373		559		1,479
Services		378		375		1,076		1,024
Total revenue	$	814	$	2,024	$	2,068	$	7,844

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares	Sep. 30, 2020	Dec. 31, 2019
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	750,000,000	750,000,000
Common stock, shares issued (in shares)	99,879,029	20,691,301
Common stock, shares outstanding (in shares)	99,879,029	20,691,301
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	25,000,000	25,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0

Note 13 - Commitments and Contingencies

9 Months Ended

Sep. 30, 2020

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

13.

Commitments and Contingencies

Contingent Consideration

As discussed in Note 3, in September 2015, the Company completed the Senhance Acquisition using a combination of cash, stock and potential post-acquisition milestone payments. These milestone payments may be payable in the future, depending on the achievement of certain commercial milestones. On December 30, 2016, the Company entered into an Amendment to restructure the terms of the Second Tranche of the Cash Consideration. Under the Amendment, the Second Tranche was restructured to reduce the contingent cash consideration by €5.0 million in exchange for the issuance of 286,360 shares of the Company’s common stock with an aggregate fair market value of €5.0 million. The fair value of the contingent consideration was $2.8 million and $1.1 million as of September 30, 2020 and December 31, 2019, respectively.

Leases

In July 2020, a subsidiary of the Company, TransEnterix Surgical, Inc., entered into a lease agreement for new office, lab and warehouse space in Durham, North Carolina. The lease is expected to commence in the first quarter of 2021, has an initial lease term of 125 months following commencement, and includes tenant options to extend the lease term for up to two additional five-year periods. Monthly base rent payments begin five months after the commencement date and are subject to annual escalations. Total base rent payments over the initial 125-month term shall be approximately $5.0 million. A proportionate share of building operating costs and ad valorem property taxes are also due monthly. In conjunction with entering into the lease, TransEnterix Surgical, Inc. obtained a standby letter of credit issued by Silicon Valley Bank for approximately $0.5 million for the benefit of the landlord and has been required to increase restricted cash held with Silicon Valley Bank by $0.5 million. The Company has executed a guaranty for the payment and performance of obligations incurred under the lease. The Company’s current North Carolina lease was extended for three months and expires on March 31, 2021.

Legal Proceedings

No liability or related charge was recorded to earnings in the Company’s condensed consolidated financial statements for legal contingencies for the three and nine months ended September 30, 2020 and 2019.

Note 11 - Restructuring (Tables)

9 Months Ended

Sep. 30, 2020

Notes Tables

Restructuring and Related Costs [Table Text Block]

	Restructuring Liability
	(in thousands)
Balance at December 31, 2019	$	882
Amount charged to operating expenses		858
Cash payments		(1,156	)
Balance at September 30, 2020	$	584

Note 3 - Acquisitions

9 Months Ended

Sep. 30, 2020

Notes to Financial Statements

Business Combination Disclosure [Text Block]

3.	Acquisitions

MST Medical Surgery Technologies Ltd. Acquisition

On September 23, 2018, the Company entered into an Asset Purchase Agreement (the “MST Purchase Agreement”) with MST Medical Surgery Technologies Ltd., an Israeli private company (“MST”), and two of the Company’s wholly owned subsidiaries, as purchasers of the assets of MST (collectively, the “Buyers”). The closing of the transactions occurred on October 31, 2018, pursuant to which the Company acquired MST’s assets consisting of intellectual property and tangible assets related to surgical analytics with its core image analytics technology designed to empower and automate the surgical environment, with a focus on medical robotics and computer-assisted surgery. The core technology acquired under the MST Purchase Agreement is a software-based image analytics information platform powered by advanced visualization, scene recognition, artificial intelligence, machine learning and data analytics.

Under the terms of the MST Purchase Agreement, at the closing the Buyers purchased substantially all of the assets of MST. The acquisition price consisted of two tranches. At or prior to the closing of the transaction the Buyers paid $5.8 million in cash and the Company issued approximately 242,310 shares of the Company’s common stock (the "Initial Shares"). A second tranche of $6.6 million in additional consideration was payable in cash, stock or cash and stock, at the discretion of the Company, within one year after the closing date. On August 7, 2019, the Company notified MST that the Company would satisfy the additional consideration payment of $6.6 million by issuing shares of TransEnterix common stock. The number of shares issued to MST was 370,423 (the “Additional Consideration Shares” and, together with the Initial Shares, the “Securities Consideration”). The Additional Consideration Shares contained certain lock-up restrictions all of which lapsed on February 7, 2020.

On July 3, 2019, the Company entered into a System Sale Agreement with Great Belief International Limited or GBIL to sell certain assets related to the AutoLap technology. On October 15, 2019, the Company amended the prior AutoLap Sale Agreement with GBIL. Pursuant to the amended agreement the Company sold the AutoLap laparoscopic vision system, or AutoLap, and related assets to GBIL. The assets include inventory, spare parts, production equipment, testing equipment and certain intellectual property specifically related to the AutoLap. The purchase price was $17.0 million, all of which was received in 2019 in the form of $16 million in cash and a commitment by GBIL to pay $1.0 million to settle certain Company obligations in China. GBIL subsequently paid the obligation. Under the amended AutoLap Agreement, the Company entered into a cross-license agreement with GBIL to retain rights to use any AutoLap-related intellectual property sold to GBIL, and to non-exclusively license additional intellectual property to GBIL. The Company recorded a $16.0 million gain on the sale of the AutoLap assets during the year ended December 31, 2019, which represented the proceeds received in excess of the carrying value of the assets, less contract costs.

Senhance Surgical Robotic System

On September 21, 2015, the Company completed the strategic acquisition, through its wholly owned subsidiary TransEnterix International, from Sofar, of all of the assets, employees and contracts related to the advanced robotic system for minimally invasive laparoscopic surgery now known as the Senhance System. Under the terms of the Purchase Agreement, the consideration consisted of the issuance of (i) 1,195,647 shares of the Company’s common stock (the “Securities Consideration”) and (ii) approximately $25.0 million U.S. Dollars and €27.5 million Euro in cash consideration (the “Cash Consideration”).

On December 30, 2016, the Company and Sofar entered into an Amendment to the Purchase Agreement (the “Amendment”) to restructure the terms of the second tranche of the Cash Consideration (the “Second Tranche”). The initial Securities Consideration was issued in full at the closing of the Senhance Acquisition; under the Amendment, the second tranche of the Cash Consideration was restructured, and an additional issuance of 286,360 shares of the Company’s common stock with an aggregate fair market value of €5.0 million occurred in January 2017. Following the Amendment, the total Cash Consideration was $25.0 million and approximately €22.5 million, of which all but €15.0 million has been paid as of September 30, 2020. The remaining Cash Consideration to be paid is the third tranche of the Cash Consideration (the “Third Tranche”) of €15.0 million which shall be payable upon achievement of trailing revenues from sales or services contracts of the Senhance System of at least €25.0 million over a calendar quarter.

The fourth tranche of the Cash Consideration of €2.5 million was payable in installments by December 31 of each year as reimbursement for certain debt payments made by Sofar under an existing Sofar loan agreement in such year, with payments beginning as of December 31, 2017. As of September 30, 2020, the Company had paid all installments of the fourth tranche.

The Third Tranche payment will be accelerated in the event that (i) the Company or TransEnterix International is acquired, (ii) the Company significantly reduces or suspends selling efforts of the Senhance System, or (iii) the Company acquires a business that offers alternative products that are directly competitive with the Senhance System. The remaining amounts due to Sofar are included in contingent consideration as of September 30, 2020 and December 31, 2019 at their estimated fair value.

Note 5 - Inventories

9 Months Ended

Sep. 30, 2020

Notes to Financial Statements

Inventory Disclosure [Text Block]

5.	Inventories

The components of inventories are as follows:

	September 30, 2020		December 31, 2019
	(in thousands)
Finished Goods	$	10,619	$	9,737
Raw Materials		7,006		8,510
Total Inventories	$	17,625	$	18,247

Current portion	$	10,856	$	10,653
Long-term portion		6,769		7,594
Total inventories	$	17,625	$	18,247

The Company recorded a write-down of obsolete inventory for the year-ended December 31, 2019 totaling $7.4 million as part of a restructuring plan and a $1.5 million charge for inventory obsolescence related to certain System components. There were no such write-downs or charges for the three and nine months ended September 30, 2020. A $0.8 million and $1.6 million write-down for inventory obsolescence related to certain systems components was recognized in the three and nine months ended September 30, 2019, respectively.

Note 10 - Equity Offerings (Details Textual) - USD ($) $ / shares in Units, $ in Thousands				3 Months Ended						6 Months Ended	9 Months Ended
	Jul. 06, 2020	Mar. 10, 2020	Aug. 12, 2019	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2020	Sep. 30, 2020	Sep. 30, 2019	Feb. 24, 2020	Dec. 31, 2019	Apr. 28, 2017
Shares Issued, Price Per Share (in dollars per share)															$ 1.00
Preferred Stock, Par or Stated Value Per Share (in dollars per share)				$ 0.01							$ 0.01			$ 0.01
Proceeds from Issuance of Equity Net											$ 13,525	$ 0
Proceeds from Warrant Exercises											$ 3,340	$ 539
Class of Warrant or Right, Outstanding (in shares)				46,498,909							46,498,909
Common Stock [Member]
Stock Issued During Period, Shares, New Issues (in shares)				42,857,000		7,030,000	2,545,000
Stock Issued During Period Shares Stock Options and Warrants Exercised (in shares)							1,000	25,000	12,000		4,900,000
Stock Issued During Period, Shares, Conversion of Convertible Securities (in shares)					4,884,000	3,053,000				7,900,000
Series C Warrants [Member]
Proceeds from Warrant Exercises											$ 3,300
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)		$ 0.68
Class of Warrant or Right, Outstanding (in shares)		25,367,646
Series D Warrants [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)		$ 0.68
Class of Warrant or Right, Outstanding (in shares)		25,367,646
Series B Warrant [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)				567,660							567,660
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)				$ 0.35							$ 0.35				$ 13.00
Class of Warrant or Right, Outstanding (in shares)				567,660							567,660		3,638,780
Series A Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share (in dollars per share)		$ 0.01
The 2019 Sales Agreement [Member]
Aggregate Number of Shares of Common Stock Available for Sale in Offering (in shares)			25,000,000.0
Agency Commission as Percentage from Proceeds from Sale Of Common Stock Gross			3.00%
Public Offering [Member]
Stock Issued During Period, Shares, New Issues (in shares)	42,857,142
Shares Issued, Price Per Share (in dollars per share)	$ 0.35
Proceeds from Issuance of Equity Net	$ 13,600	$ 13,500
Public Offering [Member] \| Common Stock [Member]
Stock Issued During Period, Shares, New Issues (in shares)						14,122,000
Public Offering [Member] \| Series C Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)		3,308,823
Public Offering [Member] \| Series D Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)		3,308,823
Public Offering [Member] \| Class A Units [Member]
Stock Issued During Period, Shares, New Issues (in shares)		14,121,766
Shares Issued, Price Per Share (in dollars per share)		$ 0.68
Public Offering [Member] \| Class B Units [Member]
Stock Issued During Period, Shares, New Issues (in shares)		7,937,057
Shares Issued, Price Per Share (in dollars per share)		$ 0.68

Note 2 - Summary of Significant Accounting Policies 1 (Details Textual)					3 Months Ended				6 Months Ended	9 Months Ended		12 Months Ended
	Jul. 06, 2020 USD ($)	Apr. 27, 2020 USD ($)	Mar. 10, 2020 USD ($)	Dec. 11, 2019 shares	Sep. 30, 2020 USD ($) shares	Jun. 30, 2020 USD ($)	Dec. 31, 2019 USD ($) shares	Sep. 30, 2019 USD ($)	Jun. 30, 2020	Sep. 30, 2020 USD ($) shares	Sep. 30, 2019 USD ($)	Dec. 31, 2019 USD ($) shares	Dec. 10, 2019 shares
Common Stock, Shares, Outstanding, Ending Balance (in shares) \| shares				20,200,000	99,879,029		20,691,301			99,879,029		20,691,301	261,900,000
Retained Earnings (Accumulated Deficit), Ending Balance					$ (709,120,000)		$ (663,600,000)			$ (709,120,000)		$ (663,600,000)
Working Capital					26,100,000					26,100,000
Proceeds from Issuance of Equity Net										13,525,000	$ 0
Cash and Cash Equivalents, at Carrying Value, Ending Balance					19,964,000		9,598,000			19,964,000		9,598,000
Accounts Receivable, Credit Loss Expense (Reversal)					0			$ 1,600,000		0	1,630,000
Restricted Cash and Cash Equivalents, Noncurrent, Total					1,200,000		1,000,000.0			1,200,000		1,000,000.0
Accounts Receivable, Allowance for Credit Loss, Ending Balance					1,700,000		1,700,000			1,700,000		1,700,000
Impairment of Intangible Assets, Finite-lived					0			7,912,000		0	7,912,000
Finite-Lived Intangible Assets, Net, Ending Balance					24,139,000		28,596,000			24,139,000		28,596,000
Goodwill, Impairment Loss					0		79,000,000.0	78,969,000		0	78,969,000
Period Of Service Sale Arrangement (Year)									5 years
Period of Service Sale Arrangement at Stated Service Price (Year)									4 years
Operating Lease, Lease Income, Total					200,000			0		400,000	0
Revenue, Remaining Performance Obligation, Amount					3,000,000.0		3,700,000			3,000,000.0		3,700,000
Contract with Customer, Asset, after Allowance for Credit Loss, Current, Total					100,000		200,000			100,000		200,000
Contract with Customer, Liability, Revenue Recognized					100,000			300,000		500,000	1,500,000
Inventory Write-down					0			800,000		0	761,000
Share-based Payment Arrangement, Expense					$ 1,900,000			3,400,000		$ 5,800,000	9,700,000
Common Stock, Capital Shares Reserved for Future Issuance (in shares) \| shares					1,871,289					1,871,289
Number of Operating Segments										1
Assets, Total					$ 80,144,000		74,779,000			$ 80,144,000		74,779,000
Non-US [Member]
Assets, Total					56,500,000		60,500,000			56,500,000		60,500,000
System Sold in 2017 [Member]
Contract with Customer, Liability, Revenue Recognized											1,300,000
Safe Stitch Medical Inc [Member]
Goodwill, Ending Balance					93,800,000					93,800,000
Senhance Surgical Robotic System Acquisition [Member]
Goodwill, Ending Balance					38,300,000					38,300,000
Medical Surgery Technologies Limited [Member]
Goodwill, Ending Balance					9,600,000					$ 9,600,000
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options and RSUs, Grants in Period, Grant Date Value					4,000	$ 5,000
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options and RSUs, Grants in Period, Grant Date Value					9,000	$ 10,000
Patents [Member]
Finite-Lived Intangible Asset, Useful Life (Year)										10 years
Developed Technology Rights [Member]
Finite-Lived Intangible Assets, Net, Ending Balance					23,849,000		28,287,000			$ 23,849,000		28,287,000
Developed Technology Rights [Member] \| Minimum [Member]
Finite-Lived Intangible Asset, Useful Life (Year)										5 years
Developed Technology Rights [Member] \| Maximum [Member]
Finite-Lived Intangible Asset, Useful Life (Year)										7 years
Intellectual Property [Member]
Impairment of Intangible Assets, Finite-lived										$ 0	$ 0
Finite-Lived Intangible Assets, Net, Ending Balance					24,139,000		28,596,000			24,139,000		28,596,000
In Process Research and Development [Member]
Impairment of Intangible Assets, Finite-lived							0	$ 7,900,000
Finite-Lived Intangible Assets, Net, Ending Balance					$ 0		$ 2,470,000			$ 0		$ 2,470,000
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Seven Customers [Member]
Number of Major Customers										7
Concentration Risk, Percentage										69.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Eight Customers [Member]
Number of Major Customers												8
Concentration Risk, Percentage												85.00%
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Nine Customers [Member]
Number of Major Customers					9					9
Concentration Risk, Percentage					57.00%					58.00%
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Five Customers [Member]
Number of Major Customers								5			5
Concentration Risk, Percentage								83.00%			83.00%
Revenue Benchmark [Member] \| Geographic Concentration Risk [Member] \| UNITED STATES
Concentration Risk, Percentage					36.00%			7.00%		29.00%	5.00%
Revenue Benchmark [Member] \| Geographic Concentration Risk [Member] \| Europe [Member]
Concentration Risk, Percentage					46.00%			20.00%		50.00%	42.00%
Revenue Benchmark [Member] \| Geographic Concentration Risk [Member] \| Asia [Member]
Concentration Risk, Percentage					18.00%			73.00%		21.00%	53.00%
Assets, Total [Member] \| Geographic Concentration Risk [Member] \| UNITED STATES
Concentration Risk, Percentage										30.00%		19.00%
Assets, Total [Member] \| Geographic Concentration Risk [Member] \| Non-US [Member]
Concentration Risk, Percentage										70.00%		81.00%
Paycheck Protection Program CARES Act [Member]
Proceeds from Issuance of Long-term Debt, Total		$ 2,815,200
Public Offering [Member]
Proceeds from Issuance of Equity Net	$ 13,600,000		$ 13,500,000
Reverse Stock Split [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio				13

Note 10 - Equity Offerings (Tables)

9 Months Ended

Sep. 30, 2020

Notes Tables

Schedule of Sales Under Sales Agency Agreement [Table Text Block]

	For the Nine Months Ended September 30, 2020
Total shares of common stock sold		6,687,846

Average price per share	$	1.73

Gross proceeds	$	11,558
Commissions earned by Cantor		346
Net proceeds	$	11,212

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended				9 Months Ended		12 Months Ended
	Sep. 30, 2020	Mar. 31, 2020	Sep. 30, 2019	Mar. 31, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Operating Activities:
Net loss	$ (15,082)	$ (16,598)	$ (97,771)	$ (22,525)	$ (45,521)	$ (140,469)
Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities:
Loss from sale of SurgiBot assets, net	0		0		0	97
Goodwill and intangible assets impairment					0	86,881
Depreciation					2,015	1,651
Amortization of intangible assets	2,780		2,558		7,964	7,754
Amortization of debt discount and debt issuance costs					0	1,437
Amortization of short-term investment discount					0	(328)
Stock-based compensation					5,800	9,727
Interest expense on deferred consideration - MST acquisition					0	762
Deferred tax benefit					(1,386)	(2,549)
Bad debt expense	0		1,600		0	1,630
Write down of inventory	0		800		0	761
Change in fair value of warrant liabilities	(63)		(614)		206	(3,036)
Change in fair value of contingent consideration	502		(11,647)		1,770	(9,689)
Changes in operating assets and liabilities:
Accounts receivable					(252)	4,313
Interest receivable					0	3
Inventories					(4,410)	(14,141)
Other current and long term assets					2,233	(2,313)
Accounts payable					(706)	(914)
Accrued expenses					(1,191)	(1,439)
Deferred revenue					(56)	(867)
Other long term liabilities					(376)	1,613
Net cash and cash equivalents used in operating activities					(33,910)	(59,116)
Investing Activities:
Purchase of short-term investments					0	(12,883)
Proceeds from maturities of short-term investments					0	65,000
Purchase of property and equipment					(3)	(392)
Net cash and cash equivalents (used in) provided by investing activities					(3)	51,725
Financing Activities:
Proceeds from issuance of common stock, preferred stock and warrants under 2020 financing, net of issuance costs					13,525	0
Proceeds from issuance of common stock, net of issuance costs					24,861	23,725
Proceeds from notes payable and warrants, net of issuance costs					2,815	(30)
Payment of note payable					0	(15,000)
Taxes paid related to net share settlement of vesting of restricted stock units					(33)	(499)
Payment of contingent consideration					(74)	0
Proceeds from exercise of stock options and warrants					3,340	539
Net cash and cash equivalents provided by financing activities					44,434	8,735
Effect of exchange rate changes on cash and cash equivalents					30	(191)
Net increase in cash, cash equivalents and restricted cash					10,551	1,153
Cash, cash equivalents and restricted cash, beginning of period		$ 10,567		$ 21,651	10,567	21,651	$ 21,651
Cash, cash equivalents and restricted cash, end of period	$ 21,118		$ 22,804		21,118	22,804	$ 10,567
Supplemental Disclosure for Cash Flow Information:
Interest paid					0	2,073
Supplemental Schedule of Non-cash Investing and Financing Activities:
Transfer of inventories to property and equipment					5,839	478
Exchange of common stock for Series B Warrants					2,470	0
Transfer of in-process research and development to intellectual property					2,425	0
Issuance of common stock - MST acquisition					0	6,600
Conversion of preferred stock to common stock					$ 79	$ 0

Note 6 - Goodwill, In-process Research and Development and Intellectual Property - In-Process Research and Development and Intellectual Property (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2020	Dec. 31, 2019
Finite-Lived Intangible Assets, Net	$ 28,596
Finite-Lived Intangible Assets, Net	24,139
Finite-Lived Intangible Assets, Gross		$ 69,238	$ 66,813
Finite-Lived Intangible Assets, Accumulated Amortization		(46,970)	(37,030)
Finite-Lived Intangible Assets, Foreign Currency Translation Impact		1,871	(1,187)
Intangible Assets	28,596	24,139	28,596
In Process Research and Development [Member]
Finite-Lived Intangible Assets, Net	2,470
Foreign currency translation impact	(45)
Transfer to developed technology	(2,425)
Finite-Lived Intangible Assets, Net	0
Intangible Assets	2,470	0	2,470
Developed Technology Rights [Member]
Finite-Lived Intangible Assets, Net	28,287
Finite-Lived Intangible Assets, Net	23,849
Finite-Lived Intangible Assets, Gross		68,838	66,413
Finite-Lived Intangible Assets, Accumulated Amortization		(46,820)	(36,918)
Finite-Lived Intangible Assets, Foreign Currency Translation Impact		1,831	(1,208)
Intangible Assets	28,287	23,849	28,287
Technology-Based Intangible Assets [Member]
Finite-Lived Intangible Assets, Net	309
Finite-Lived Intangible Assets, Net	290
Finite-Lived Intangible Assets, Gross		400	400
Finite-Lived Intangible Assets, Accumulated Amortization		(150)	(112)
Finite-Lived Intangible Assets, Foreign Currency Translation Impact		40	21
Intangible Assets	$ 309	$ 290	$ 309

Note 2 - Summary of Significant Accounting Policies - Revenue Disaggregated by Type and Geography (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Revenue	$ 814	$ 2,024	$ 2,068	$ 7,844
Systems [Member]
Revenue	232	1,276	433	5,341
Instruments and Accessories [Member]
Revenue	204	373	559	1,479
Service [Member]
Revenue	378	375	1,076	1,024
UNITED STATES
Revenue	289	142	603	427
UNITED STATES \| Systems [Member]
Revenue	101	0	176	0
UNITED STATES \| Instruments and Accessories [Member]
Revenue	82	43	149	68
UNITED STATES \| Service [Member]
Revenue	106	99	278	359
Non-US [Member]
Revenue	525	1,882	1,465	7,417
Non-US [Member] \| Systems [Member]
Revenue	131	1,276	257	5,341
Non-US [Member] \| Instruments and Accessories [Member]
Revenue	122	330	410	1,411
Non-US [Member] \| Service [Member]
Revenue	$ 272	$ 276	$ 798	$ 665

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Note 8 - Notes Payable (Details Textual) - USD ($)	Apr. 27, 2020	Nov. 04, 2019	May 23, 2018
Hercules Loan Agreement [Member]
Extinguishment of Debt, Amount		$ 16,400,000
Payment for Debt Extinguishment or Debt Prepayment Cost		1,400,000
Gain (Loss) on Extinguishment of Debt, Total		$ (1,000,000.0)
Paycheck Protection Program CARES Act [Member]
Proceeds from Issuance of Long-term Debt, Total	$ 2,815,200
Debt Instrument, Term (Year)	2 years
Debt Instrument, Interest Rate, Stated Percentage	1.00%
Hercules Loan Agreement [Member]
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate			10.05%
Debt Instrument, Fee Amount			$ 400,000
Debt Issuance Costs, Net, Total			$ 1,100,000
Percentage of Prepayment Fee, First Year After Initial Funding Date			3.00%
Percentage of Prepayment Fee, Second Year After Initial Funding Date			2.00%
Percentage of Prepayment Fee, Third Year After Initial Funding Date and Thereafter			1.00%
Debt Instrument, Prepayment, Final Fee, Percentage			6.95%
Percentage of Outstanding Principal Balance of Term Loan Required to be Maintained			120.00%
Percentage of Maintained Cash and Investment Property in Accounts of Aggregate Cash of Parent and Subsidiaries			80.00%
Debt Instrument, Collateral Amount			$ 2,000,000.0
Hercules Loan Agreement [Member] \| Prime Rate [Member]
Debt Instrument, Basis Spread on Variable Rate			5.00%

Note 4 - Fair Value - Summary of Change in Fair Value for Warrants and Contingent Consideration (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2020 USD ($)
Warrant [Member]
Balance	$ 2,388
Settlement	(2,470)
Change in fair value	206
Balance	124
Current portion	0
Long-term portion	124
Contingent Consideration [Member]
Balance	1,084
Settlement	(74)
Change in fair value	1,770
Balance	2,780
Current portion	0
Long-term portion	$ 2,780

Note 13 - Commitments and Contingencies (Details Textual) $ in Thousands, € in Millions	Dec. 30, 2016 EUR (€) shares	Sep. 21, 2015 shares	Sep. 30, 2020 USD ($)	Jul. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Business Combination, Contingent Consideration, Liability, Total			$ 2,780		$ 1,084
Restricted Cash Held with Silicon Valley Bank [Member]
Restricted Cash, Total				$ 500
Silicon Valley Bank [Member]
Letters of Credit Outstanding, Amount				$ 500
Office, Lab and Warehouse Space in Durham, North Carolina [Member]
Lessee, Operating Lease, Lease Not yet Commenced, Term of Contract (Month)				125 months
Lessee, Operating Lease, Lease Not yet Commenced, Renewal Term (Year)				5 years
Lessee, Operating Lease, Liability, to be Paid, Total				$ 5,000
Senhance Surgical Robotic System Acquisition [Member]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) \| shares	286,360	1,195,647
Business Combination, Contingent Consideration, Liability, Total			$ 2,800		$ 1,100
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable \| €	€ 5

Note 4 - Fair Value

9 Months Ended

Sep. 30, 2020

Notes to Financial Statements

Fair Value Disclosures [Text Block]

4.	Fair Value

The carrying values of accounts receivable, accounts payable, and certain accrued expenses as of September 30, 2020 and December 31, 2019, approximate their fair values due to the short-term nature of these items.

The Company held certain assets and liabilities that are required to be measured at fair value on a recurring basis. These assets and liabilities include cash and cash equivalents, restricted cash, contingent consideration and warrant liabilities. ASC 820-10 (“Fair Value Measurement Disclosure”) requires the valuation using a three-tiered approach, which requires that fair value measurements be classified and disclosed in one of three tiers. These tiers are:

●

Level 1, defined as quoted prices in active markets for identical assets or liabilities;

●

Level 2, defined as valuations based on observable inputs other than those included in Level 1, such as quoted prices for similar assets and liabilities in active markets, or other inputs that are observable or can be corroborated by observable input data; and

●

Level 3, defined as valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants.

The determination of where an asset or liability falls in the hierarchy requires significant judgment; however, the Company expects changes in classifications between levels will be rare. The Company did not have any transfers of assets and liabilities between Level 1, Level 2, and Level 3 of the fair value hierarchy during the three and nine months ended September 30, 2020 and the year ended December 31, 2019.

For assets and liabilities recorded at fair value, it is the Company’s policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements, in accordance with the fair value hierarchy. Fair value measurements for assets and liabilities where there exists limited or no observable market data and therefore, are based primarily upon estimates, are often calculated based on the economic and competitive environment, the characteristics of the asset or liability and other factors. Therefore, the results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability. Additionally, there may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the results of current or future values.

The following are the major categories of assets and liabilities measured at fair value on a recurring basis using quoted prices in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3):

	September 30, 2020
	(in thousands)

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets measured at fair value
Cash and cash equivalents	$	19,964	$	-	$	-	$	19,964
Restricted cash		1,154		-		-		1,154
Total assets measured at fair value	$	21,118	$	-	$	-	$	21,118
Liabilities measured at fair value
Contingent consideration	$	-	$	-	$	2,780	$	2,780
Warrant liabilities		-		-		124		124
Total liabilities measured at fair value	$	-	$	-	$	2,904	$	2,904

	December 31, 2019
	(in thousands)

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets measured at fair value
Cash and cash equivalents	$	9,598	$	-	$	-	$	9,598
Restricted cash		969		-		-		969
Total assets measured at fair value	$	10,567	$	-	$	-	$	10,567
Liabilities measured at fair value
Contingent consideration	$	-	$	-	$	1,084	$	1,084
Warrant liabilities		-		-		2,388		2,388
Total liabilities measured at fair value	$	-	$	-	$	3,472	$	3,472

The Company’s financial liabilities consisted of contingent consideration potentially payable to Sofar related to the Senhance Acquisition in September 2015 (see Note 3). This liability is reported as Level 3 as estimated fair value of the contingent consideration related to the acquisition requires significant management judgment or estimation and is calculated using the income approach, using various revenue and cost assumptions and applying a probability to each outcome. The increase in fair value of the contingent consideration of $0.5 million and $1.8 million for the three and nine months ended September 30, 2020, respectively, was primarily due to the passage of time and fluctuations in Euro-to-USD exchange rates. The decrease in fair value of the contingent consideration of $11.6 million and $9.7 million for the three and nine months ended September 30, 2019, respectively, was primarily due to the passage of time. Adjustments associated with the change in fair value of contingent consideration are included in the Company’s condensed consolidated statements of operations and comprehensive loss. The Company uses a probability-weighted income approach for estimating the fair value of the contingent consideration. The significant unobservable inputs used in this approach include estimates of amounts and timing of stated milestones and the discount rate.

On April 28, 2017, the Company sold 24.9 million units (the “Units”), each consisting of approximately 0.077 shares of the Company’s common stock, a Series A warrant to purchase approximately 0.077 shares of common stock with an exercise price of $13.00 per share (the “Series A Warrants”), and a Series B warrant to purchase approximately 0.058 shares of common stock with an exercise price of $13.00 per share (the “Series B Warrants”), at an offering price of $1.00 per Unit. All of the Series A Warrants were exercised prior to the expiration date of October 31, 2017. The exercise price of the Series B Warrants was subsequently adjusted as a result of the Company’s reverse stock split at a ratio of one for thirteen shares effective December 11, 2019 and certain contractual price adjustment provisions (see Note 9). Each Series B Warrant may be exercised at any time beginning on the date of issuance and from time to time thereafter through and including the fifth anniversary of the issuance date. The Series B Warrants are classified as liabilities due to net cash settlement features.

The change in fair value of all outstanding Series B Warrants for the three months ended September 30, 2020 and 2019 was a decrease of $0.1 million and a decrease of $0.6 million, respectively, and is included in the Company’s condensed consolidated statements of operations and comprehensive loss. The change in fair value of all outstanding Series B Warrants for the nine months ended September 30, 2020 and 2019 was an increase of $0.2 million and a decrease of $3.0 million, respectively, and is included in the Company’s condensed consolidated statements of operations and comprehensive loss.

The Company uses a monte carlo simulation model for estimating the fair value of the Series B Warrants. The significant unobservable inputs used in the monte carlo model include estimates of the risk-free interest rate, volatility of the Company’s common stock, and the probability of a 2020 or 2021 financing.

The following table summarizes the change in fair value, as determined by Level 3 inputs for the warrants and the contingent consideration for the nine months ended September 30, 2020:

	Fair Value Measurement at Reporting Date (Level 3)
	(in thousands)
	Common stock warrants			Contingent consideration
Balance at December 31, 2019	$	2,388		$	1,084
Exchange of warrants		(2,470	)		-
Change in fair value		206			1,770
Payment of contingent consideration		-			(74	)
Balance at September 30, 2020	$	124		$	2,780

Current portion	$	-		$	-
Long-term portion		124			2,780
Balance at September 30, 2020	$	124		$	2,780

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Note 5 - Inventories (Details Textual) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Other Restructuring Costs					$ 7,400
Inventory Write-down	$ 0	$ 800	$ 0	$ 761
Systems [Member]
Inventory Write-down	$ 0	$ 800	$ 0	$ 1,600	$ 1,500

Note 2 - Summary of Significant Accounting Policies 2 (Details Textual) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-10-01	Sep. 30, 2020
Minimum [Member]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Year)	1 year
Maximum [Member]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Year)	3 years

Note 6 - Goodwill, In-process Research and Development and Intellectual Property

9 Months Ended

Sep. 30, 2020

Notes to Financial Statements

Goodwill and Intangible Assets Disclosure [Text Block]

6.	In-Process Research and Development and Intellectual Property

In-Process Research and Development

During the third quarter of 2019, the Company concluded that the fair value determined by the market value approach was lower than the carrying value. As a result, the Company recognized a $7.9 million impairment charge to its IPR&D asset. The Company performed its annual impairment assessment at December 31, 2019 and no additional impairment was required. On March 13, 2020, upon receipt of regulatory clearance to commercialize the products associated with the IPR&D assets in the United States, the assets were deemed definite-lived, transferred to developed technology and are amortized based on their estimated useful lives.

The carrying value of the Company’s IPR&D assets and the change in the balance for the nine months ended September 30, 2020 is as follows:

	In-Process Research and Development
	(in thousands)
Balance at December 31, 2019	$	2,470
Foreign currency translation impact		(45	)
Transfer to developed technology		(2,425	)
Balance at September 30, 2020	$	-

Intellectual Property

The components of gross intellectual property, accumulated amortization, and net intellectual property as of September 30, 2020 and December 31, 2019 are as follows:

	September 30, 2020
	(in thousands)
	Gross Carrying Amount		Accumulated Amortization			Foreign Currency Translation Impact		Net Carrying Amount
Developed technology	$	68,838	$	(46,820	)	$	1,831	$	23,849
Technology and patents purchased		400		(150	)		40		290
Total intellectual property	$	69,238	$	(46,970	)	$	1,871	$	24,139

	December 31, 2019
	(in thousands)
	Gross Carrying Amount		Accumulated Amortization			Foreign Currency Translation Impact			Net Carrying Amount
Developed technology	$	66,413	$	(36,918	)	$	(1,208	)	$	28,287
Technology and patents purchased		400		(112	)		21			309
Total intellectual property	$	66,813	$	(37,030	)	$	(1,187	)	$	28,596

The weighted average remaining useful life of the developed technology and technology and patents purchased was 2.4 years and 6.6 years, respectively, as of September 30, 2020.

Note 9 - Warrants (Details Textual) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Feb. 24, 2020	Mar. 31, 2020	Sep. 30, 2020	Mar. 10, 2020	Apr. 28, 2017
Class of Warrant or Right, Outstanding (in shares)			46,498,909
Stock issued During Period, Value, Exchange of Shares for Warrants		$ 2,470
Preferred Stock Dividends and Other Adjustments, Total		$ 400
Common Stock [Member]
Stock issued During Period, Shares, Exchange of Shares for Warrants (in shares)		2,041,000
Stock issued During Period, Value, Exchange of Shares for Warrants		$ 2
Additional Paid-in Capital [Member]
Stock issued During Period, Value, Exchange of Shares for Warrants		$ 2,468
Exchange Agreement [Member] \| Common Stock [Member]
Stock issued During Period, Shares, Exchange of Shares for Warrants (in shares)	2,040,757
Exchange Agreement [Member] \| Additional Paid-in Capital [Member]
Stock issued During Period, Value, Exchange of Shares for Warrants	$ 2,500
Series B Warrant [Member]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)					0.058
Class of Warrant or Right, Outstanding (in shares)	3,638,780		567,660
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)			$ 0.35		$ 13.00
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)			567,660
Series B Warrant [Member] \| Exchange Agreement [Member]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)	0.61
Class of Warrant or Right, Outstanding (in shares)	3,373,900
Series C Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)				1
Class of Warrant or Right, Outstanding (in shares)				25,367,646
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)				$ 0.68
Series D Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)				1
Class of Warrant or Right, Outstanding (in shares)				25,367,646
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)				$ 0.68