CFMS Conformis Inc

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    Conformis, Inc. (together with its subsidiaries, collectively, the “Company”) is a medical technology company that uses its proprietary iFit Image-to-Implant technology platform to develop, manufacture and sell joint replacement implants that are individually sized and shaped, which the Company refers to as personalized, individualized, or sometimes as customized, to fit and conform to each patient’s unique anatomy. The Company also offers Identity Imprint, a new line of total knee replacement products that utilizes a proprietary algorithm to select the implant size that most closely meets the geometric and anatomic requirements of the patient’s knee. Conformis’ sterile, just-in-time, Surgery-in-a-Box delivery system is available with all of its implants and personalized, single-use instruments. The Company’s proprietary iFit technology platform is potentially applicable to all major joints.

 

    The Company was incorporated in Delaware and commenced operations in 2004. The Company introduced its iUni and iDuo in 2007, its iTotal CR in 2011, its iTotal PS in 2015, its Conformis hip system in 2018, and its Identity Imprint in 2021. The Company has its corporate offices in Billerica, Massachusetts.

Merger Agreement with restor3d, Inc.

On June 22, 2023, the “Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with restor3d, Inc. (“restor3d”) and Cona Merger Sub Inc., a wholly owned subsidiary of restor3d (“Merger Sub”). Upon the terms and subject to the conditions set forth in the Merger Agreement, which has been unanimously adopted by the Board of Directors of the Company (the “Board”), Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of restor3d (the “Merger”). The Board also unanimously resolved to recommend that the Company’s stockholders vote to adopt and approve the Merger Agreement and the Merger.

Pursuant to the Merger Agreement, upon the closing of the Merger (the “Closing”), each outstanding share of Company common stock, other than shares owned by the Company, restor3d or Merger Sub (which will be cancelled) and shares with respect to which appraisal rights are properly exercised and not withdrawn under Delaware law, will automatically be converted into the right to receive $2.27 in cash, without interest (the “Merger Consideration”).

If the Merger is consummated, the Company’s common stock will be delisted from The Nasdaq Capital Market and deregistered under the Securities Exchange Act of 1934.

In connection with the Merger, the vesting of each outstanding restricted stock unit of the Company will accelerate, and the holders of such units will receive an amount per unit equal to the Merger Consideration. All stock options and warrants of the Company that are currently outstanding have a strike price per share greater than the Merger Consideration, and will be cancelled in connection with the Merger without payment, unless exercised prior to consummation of the Merger.

The consummation of the Merger is subject to certain customary closing conditions, including (i) the adoption of the Merger Agreement by the holders of a majority of the outstanding shares of the Company’s common stock (the “Stockholder Approval”), and (ii) no temporary restraining order, preliminary or permanent injunction or other order is in effect preventing the consummation of the Merger. Moreover, each party’s obligations to consummate the Merger are subject to certain other conditions, including (a) the accuracy of the other party’s representations and warranties (subject to certain materiality exceptions), (b) the other party’s compliance in all material respects with its obligations under the Merger Agreement, and (c) in the case of restor3d and Merger Sub only, the absence of any event, change, or effect that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined in the Merger Agreement). A special meeting of the stockholders of the Company is scheduled to be held on August 31, 2023 to vote on, among other things, a proposal to adopt the Merger Agreement. Subject to the satisfaction of the closing conditions, the parties anticipate that the Merger will be consummated by the end of the third quarter of 2023.

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The Merger Agreement contains representations and warranties and covenants of the parties customary for a transaction of this nature. Until the earlier of the termination of the Merger Agreement and the closing of the Merger, the Company has agreed to use its reasonable best efforts to conduct its business in all material respects in the ordinary course of business and has agreed to certain other operating covenants and to not take certain specified actions prior to the consummation of the Merger, as set forth more fully in the Merger Agreement. The Company has also agreed to convene and hold a meeting of its stockholders for the purpose of obtaining the Stockholder Approval. In addition, the Merger Agreement requires that, subject to certain exceptions, the Board recommend that the Company’s stockholders approve the Merger Agreement.

In addition, the Company has agreed not to initiate, solicit or knowingly encourage takeover proposals from third parties. The Company has also agreed not to provide non-public information to, or, subject to certain exceptions, engage in discussions or negotiations with, third parties regarding takeover proposals. Notwithstanding these restrictions, prior to the receipt of the Stockholder Approval, the Company may under certain circumstances provide non-public information to and participate in discussions or negotiations with third parties with respect to takeover proposals.

Prior to obtaining the Stockholder Approval, the Board may, among other things, change its recommendation that the stockholders approve the Merger Agreement in connection with a Superior Offer or an Intervening Event (in each case, as defined in the Merger Agreement), or terminate the Merger Agreement to enter into an agreement providing for a Superior Offer, subject, in each case, to complying with notice and other specified conditions, including giving restor3d the opportunity to propose revisions to the terms of the Merger Agreement during a period following notice.

The Merger Agreement contains certain termination rights for the Company and restor3d, including, among others, the right of (1) the Company to terminate the Merger Agreement in order to enter into an agreement providing for a Superior Offer (subject to the Company’s compliance with certain obligations under the Merger Agreement related to such Superior Offer and such termination) and (2) restor3d to terminate the Merger Agreement if the Board changes its recommendation with respect to the Merger Agreement. The Merger Agreement also provides that under specified circumstances, including in the event of termination by the Company to enter into an agreement providing for a Superior Offer, the Company will be required to pay restor3d a termination fee of $0.9 million and provide restor3d with a non-exclusive license to the Company’s patents except with respect to certain knee and/or hip applications.

Liquidity and operations

    These consolidated financial statements as of June 30, 2023 and for the three and six months ended June 30, 2023 and 2022, and related interim information contained within the notes to the Consolidated Financial Statements, have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

    

    Since the Company’s inception in June 2004, it has financed its operations primarily through private placements of preferred stock, its initial public offering in July 2015, other equity financings, debt and convertible debt financings, equipment purchase loans, patent licensing, and product revenue beginning in 2007. The Company has recurring losses and cash used in operating activities for the three and six months ended June 30, 2023 and 2022. At June 30, 2023, the Company had an accumulated deficit of $603.9 million and cash and cash equivalents of $26.2 million, and $0.5 million in restricted cash allocated to a lease deposit.

In addition, as of such date, the Company owed $21 million under its secured credit agreement with MidCap Financial Trust (“MidCap”), as agent, and certain lender parties thereto. The credit agreement provides for a five-year, $21 million secured term loan facility. However, as further described below under “Item 1A. Risk Factors,” if the proposed merger transaction with restor3d is not consummated, absent us raising additional capital, MidCap could allege that a material adverse effect has occurred under the credit agreement, which could permit MidCap to accelerate amounts due under the agreement.

The recurring losses and uncertainties about the Company's ability to raise capital raise substantial doubt about the Company's ability to continue as a going concern within one year after the issuance date to these financial statements. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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The Company plans to address matters that raise substantial doubt about its ability to continue as a going concern through the completion of the Merger Agreement with restor3d. However, if the merger is not successful, the Company will require additional capital in the near-term to support its business growth and continued operations, and, based on the recent state of equity capital markets and the Company’s exploration of potential financing alternatives, the Company and its board of directors believe that it will be very challenging to obtain such financing on terms that would preserve value for the Company’s current stockholders. Absent the Company being able to obtain a sufficient level of new capital in the near-term, the Company could need to file for bankruptcy protection, which the Company and its board of directors believe would likely result in current Company stockholders receiving little, if any, value for their shares of Company common stock (and, in any event, an amount substantially less than the $2.27 per share of common stock provided for by the Merger Agreement).

Basis of presentation and use of estimates

 

    The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States ("U.S. GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. The most significant estimates used in these consolidated financial statements include revenue recognition, accounts receivable valuation, inventory reserves, impairment assessments, income tax reserves and related allowances, and the lives of property and equipment. Actual results may differ from those estimates. The interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Unaudited Interim Financial Information

    The accompanying Interim Consolidated Financial Statements as of June 30, 2023 and for the three and six months ended June 30, 2023 and 2022, and related interim information contained within the notes to the Consolidated Financial Statements are unaudited. These unaudited interim consolidated financial statements have been prepared in accordance with GAAP. In management’s opinion, the unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments (including normal recurring adjustments) necessary for the fair presentation of the Company’s financial position as of June 30, 2023, results of operations for and stockholders' equity for the three and six months ended June 30, 2023 and 2022, and comprehensive loss, and cash flows for the six months ended June 30, 2023 and 2022. The results for the three and six months ended June 30, 2023 are not necessarily indicative of the results expected for the full year or any interim period.

 

    The Company's financial results are affected by the selection and application of accounting policies and methods. There were no material changes in the six months ended June 30, 2023 to the application of significant accounting policies and estimates as described in its audited consolidated financial statements for the year ended December 31, 2022.

Concentrations of credit risk and other risks and uncertainties

     Financial instruments that subject the Company to credit risk primarily consist of cash, cash equivalents, and accounts receivable. The Company maintains the majority of its cash with accredited financial institutions which mitigates potential risks related to concentration. The Company had $0.6 million as of June 30, 2023 and $1.2 million as of December 31, 2022 held in foreign bank accounts that are not federally insured. In addition, the cash held in U.S bank accounts exceeds the federally insured limits.

 

    The Company and its contract manufacturers rely on sole source suppliers and service providers for certain components. A shortage or stoppage of shipments of the materials or components that the Company purchases could result in a delay in production or adversely affect the Company’s operating results.

 

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    For the three and six months ended June 30, 2023, no customer represented greater than 10% of total revenue. For the three and six months ended June 30, 2022, no customer represented greater than 10% of total revenue. As of June 30, 2023 and December 31, 2022, respectively, there was no customer that represented greater than 10% of the total net receivable balance.

Principles of consolidation

     The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries including ImaTx, Inc., ConforMIS Europe GmbH, ConforMIS UK Limited, ConforMIS Hong Kong Limited, Conformis India LLP, and Conformis Cares LLC. All intercompany balances and transactions have been eliminated in consolidation.

 

Cash, cash equivalents and restricted cash

     The Company considers all highly liquid investment instruments with original maturities of 90 days or less when purchased to be cash equivalents. The Company’s cash equivalents consist of demand deposits and money market accounts. Demand deposits and money market accounts are carried at cost which approximates their fair value. The Company has recorded restricted cash of $0.5 million as of June 30, 2023 and December 31, 2022. Restricted cash consisted of security provided for lease obligations.

    The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows.

			June 30, 2023						December 31, 2022
Cash and cash equivalents			$	26,182					$	48,667
Restricted cash			462						462
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows			$	26,644					$	49,129

Fair value of financial instruments

    Certain of the Company’s financial instruments, including cash and cash equivalents (excluding money market funds), accounts receivable, accounts payable, accrued expenses and other liabilities are carried at cost, which approximates their fair value because of the short-term maturity. The carrying value of the debt approximates fair value because the interest rate under the obligation approximates market rates of interest available to the Company for similar instruments.

 

Accounts receivable and allowance for credit losses

     Accounts receivable consist of billed and unbilled amounts due from medical facilities or independent distributors (the "Customer"). Upon completion of a procedure, revenue is recognized and an unbilled receivable is recorded. Under Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers ("ASC 606"), an enforceable contract is met either at or prior to the procedure being performed. Upon receipt of a purchase order from the Customer, the billed receivable is recorded and the unbilled receivable is reversed. As a result, the unbilled receivable balance fluctuates based on the timing of the Company's receipt of purchase orders from the medical facilities. In estimating whether accounts receivable can be collected, the Company performs evaluations of customers and continuously monitors collections and payments and estimates an allowance for credit losses based on the aging of the underlying invoices, collections experience to date and any specific collection issues that have been identified. The allowance for credit losses is recorded in the period in which revenue is recorded or when collection risk is identified.

Inventories

     Inventories consist of raw materials, work-in-process components and finished goods. Inventories are stated at the lower of cost, determined using the first-in first-out method, or net realizable value. The Company regularly reviews its inventory quantities on hand and related cost and records a provision for any excess or obsolete inventory based on its estimated forecast of product demand and existing product configurations. The Company also reviews its inventory value to determine if it reflects the lower of cost or market, based on net realizable value. Appropriate consideration is given to inventory items sold at negative gross margin, purchase commitments and other factors in evaluating net realizable value. During the three and six months ended June 30,

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2023, the Company recognized provisions of $0.6 million and $0.9 million, respectively, to adjust its inventory value to the lower of cost or net realizable value for excess and obsolete reserves, and estimated unused product related to known and potential cancelled cases, which is included in cost of revenue. During the three and six months ended June 30, 2022, the Company recognized provisions of $0.8 million and $2.5 million, respectively, to adjust its inventory value to the lower of cost or net realizable value for excess and obsolete reserves, and estimated unused product related to known and potential cancelled cases, which is included in cost of revenue.

Property and equipment

     Property and equipment is stated at cost less accumulated depreciation and is depreciated using the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements are amortized over their useful life or the life of the lease, whichever is shorter. Assets capitalized under capital leases are amortized in accordance with the respective class of assets and the amortization is included with depreciation expense. Maintenance and repair costs are expensed as incurred.

Long-lived assets

     The Company tests impairment of long-lived assets when events or changes in circumstances indicate that the assets might be impaired. If changes in circumstances lead the Company to believe that any of its long-lived assets may be impaired, the Company will test the asset group for recoverability, by evaluating whether the estimated undiscounted cash flows, including estimated residual value, generated from the asset group are sufficient to support the carrying value of the assets. During the quarter ended June 30, 2023, the Company had incurred current-period operating losses associated with its asset group, and as such, an assessment for recoverability was performed. Based on the assessment, the Company deemed its asset group to be recoverable, and no impairment charges were recognized for the quarter ended June 30, 2023.

Leases

    The Company has elected not to separate non-lease components from all classes of leases. Non-lease components have been accounted for as part of the single lease component to which they are related.

    Leases with an anticipated term, inclusive of renewals of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term.

    The Company has elected the hindsight practical expedient to determine the lease term for existing leases. This practical expedient enables an entity to use hindsight in determining the lease term when considering options to extend and terminate leases as well as purchase the underlying assets. The operating lease right-of-use assets are subsequently assessed for impairment in accordance with the Company's accounting policy for long-lived assets.

Revenue Recognition

Product Revenue Recognition

Revenue is recognized when, or as, obligations under the terms of a contract are satisfied, which occurs when control of the promised products or services is transferred to customers. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products or services to a customer (“transaction price”). When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, resulting in a significant financing component. Applying the practical expedient in paragraph 606-10-32-18, the Company does not assess whether a significant financing component exists if the period between when the Company performs its obligations under the contract and when the customer pays is one year or less. None of the Company’s contracts contained a significant financing component as of June 30, 2023. Payment is typically due between 30 and 60 days from invoice.

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    To the extent that the transaction price includes variable consideration, such as prompt-pay discounts or rebates, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the expected value to which the Company expects to be entitled. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Actual amounts of consideration ultimately received may differ from the Company's estimates. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information (historical, current and forecasted) that is reasonably available.

    

    If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price based on the estimated relative standalone selling prices of the promised products or services underlying each performance obligation. The Company determines standalone selling prices based on observable prices or a cost-plus margin approach when one is not available. Revenue is recognized at the time the related performance obligation is satisfied by transferring control of a promised good or service to a customer. The Company's performance obligations are satisfied at the same time, typically upon surgery, therefore, product revenue is recognized at a point in time upon completion of the surgery. Since the Company does not have contracts that extend beyond a duration of one year, there is no transaction price related to performance obligations that have not been satisfied.

    Certain customer contracts include terms that allow the Company to bill for orders that are cancelled after the product is manufactured and could result in revenue recognition over time. However, the impact of adopting over time revenue recognition was deemed immaterial.

Under the long-term Distribution Agreement with Stryker, the Company supplies patient specific instrumentation to Stryker and revenue is recognized at a point in time, that is, when Stryker obtains control of the products.

    Unconditional rights to consideration are reported as receivables. Incidental items that are immaterial in the context of the contract are recognized as expense. The Company records a contract liability when there is an obligation to transfer goods or services to a customer for which the Company has received consideration from the customer. As of January 1, 2023, the contract liability balance was $0.2 million. There was no contract liability balance recorded as of January 1, 2022. At June 30, 2023, the Company had $0.6 million of contract liabilities recorded on the Consolidated Balance Sheets derived from contracts with customers. There were no contract assets recorded at June 30, 2023. The Company did not have any contract assets or liabilities recorded at June 30, 2022.

Royalty and Licensing Revenue Recognition

    The Company receives ongoing sales-based royalties under its license agreement (the "MicroPort License Agreement") with MicroPort Orthopedics Inc., a wholly owned subsidiary of MicroPort Scientific Corporation, (collectively, "MicroPort"). Royalty revenue is recorded at the expected value of the royalty revenue.

On February 9, 2023, the Company entered into a Settlement and License Agreement with Bodycad Laboratories, Inc. ("Bodycad") and Exactech, Inc. ("Exactech"), collectively, (the "Defendants"), pursuant to which the parties have agreed to terms for resolving all of their existing patent disputes. In consideration of the licenses, releases, covenants and other immunities granted by the Company to the Defendants, the Company received an upfront payment following the execution of the Settlement and License Agreement, and will receive an additional payment by June 30, 2023. The agreement provides for the grant of the licenses, covenants-not-to-sue, releases, and other significant deliverables upon receipt of full payment from. These individual rights are not accounted for as separate performance obligations as (i) the nature of the promise, within the context of the agreement, is to transfer combined items to which the promised rights are inputs and (ii) the Company's promise to transfer each individual right described above to the Defendants is not separately identifiable from other promises in the agreement. As a result, the Company accounts for the promises in the agreement as a single performance obligation. The Defendants legally obtained control of the licenses and other rights upon full payment to Conformis. As such, the earnings process was completed and revenue was recognized upon receipt of the full payment, and all other revenue recognition criteria had been met within the scope of ASC 606.

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On April 26, 2023, the Company entered into a Settlement and License Agreement with Exactech, pursuant to which the parties have agreed to terms for resolving all of their existing patent disputes. In consideration of the licenses, releases, covenants and other immunities granted by the Company to Exactech, the Company received a payment within 30 days following the execution of the agreement. The agreement provides for the grant of the licenses, covenants-not-to-sue, releases, and other significant deliverables upon receipt of full payment from Exactech. These individual rights are not accounted for as separate performance obligations as (i) the nature of the promise, within the context of the agreement, is to transfer combined items to which the promised rights are inputs and (ii) the Company's promise to transfer each individual right described above to Exactech is not separately identifiable from other promises in the agreement. As a result, the Company accounts for the promises in the agreement as a single performance obligation. Exactech legally obtained control of the licenses and other rights upon full payment to Conformis and the completion of other deliverables.

On April 8, 2021, the Company entered into a license agreement (the “License Agreement”) with Paragon 28, Inc. ("Paragon 28"), granting Paragon 28 a non-exclusive license under a subset of the Company's U.S. patents for the use of patient-specific instruments with off-the-shelf implants in Paragon 28’s APEX 3D Total Ankle Replacement System. In consideration for the license, the Company received $0.5 million upon execution of the License Agreement, another $0.5 million in October 2021, and received an additional $0.5 million from Paragon 28 on April 7, 2022. In connection with this License Agreement, the Company recognized revenue of $1.0 million during the quarter ended June 30, 2021. The remaining $0.5 million was recognized as revenue during the quarter ended March 31, 2022.

On November 8, 2022 the Company entered into a Settlement and License Agreement with Medacta USA, ("Medacta"), pursuant to which both parties have agreed to terms for resolving all of their existing patent disputes. In consideration of the licenses, releases, covenants and other immunities granted by the Company to Medacta, Medacta was required to pay the Company a fee promptly after execution of the Settlement and License Agreement, which was received in full on December 12, 2022. The agreement provides for the grant of the licenses, covenants-not-to-sue, releases, and other significant deliverables upon receipt of the payment from Medacta. These individual rights are not accounted for as separate performance obligations as (i) the nature of the promise, within the context of the agreement, is to transfer combined items to which the promised rights are inputs and (ii) the Company's promise to transfer each individual right described above to Medacta is not separately identifiable from other promises in the agreement. As a result, the Company accounts for the promises in the agreement as a single performance obligation. Medacta legally obtained control of the license and other rights upon payment to Conformis. As such, the earnings process is complete and revenue was recognized upon receipt of the payment, and all other revenue recognition criteria had been met within the scope of ASC 606. In connection with the Settlement and License Agreement, the Company recognized licensing revenue during the year ended December 31, 2022. See “Note H—Commitments and Contingencies, Legal proceedings” for further discussion of the Medacta settlement.

Disaggregation of Revenue

See "Note K—Segment and Geographic Data" for disaggregated product revenue by geography and product category.

Variable Consideration

    Revenues from product sales are recorded at the net sales price (transaction price), which includes estimates of variable consideration for which reserves are established and which result from rebates that are offered within contracts between the Company and some of its customers. The amount of variable consideration which is included in the transaction price may be constrained, and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period.

    The following table summarizes activity for rebate allowance reserve (in thousands):

						June 30, 2023						December 31, 2022
Beginning Balance						$	108					$	79
Provision related to current period sales						104						126
Payments or credits issued to customers						(91)						(97)
Ending Balance						$	121					$	108

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Costs to Obtain and Fulfill a Contract

    The Company currently expenses commissions paid for obtaining product sales. Sales commissions are paid following the manufacture and implementation of the implant. Due to the period being less than one year, the Company will apply the practical expedient, whereby the Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in sales and marketing expense. Further, the Company incurs costs to buy, build, replenish, restock, sterilize and replace the reusable instrumentation trays associated with the sale of its products and services. The reusable instrument trays are not contract specific and are used for multiple contracts and customers, therefore does not meet the criteria to capitalize under ASC 606.

Shipping and handling costs

     Shipping and handling activities prior to the transfer of control to the customer (e.g., when control transfers after delivery) are considered fulfillment activities, and not performance obligations. Amounts invoiced to customers for shipping and handling are classified as revenue. Shipping and handling costs incurred are included in general and administrative expense. Shipping and handling expense was $1.0 million for each of the three months ended June 30, 2023 and 2022, and $2.2 million and $2.4 million for the six months ended June 30, 2023 and 2022, respectively.

Taxes collected from customers and remitted to government authorities

    The Company’s policy is to present taxes collected from customers and remitted to government authorities on a net basis and not to include tax amounts in revenue.

Research and development expense

    The Company’s research and development costs consist of engineering, product development, quality assurance, clinical and regulatory expense. These costs primarily relate to employee compensation, including salary, benefits and stock-based compensation. The Company also incurs costs related to consulting fees, revenue share, materials and supplies, and marketing studies, including data management and associated travel expense. Research and development costs are expensed as incurred.

Advertising expense

     Advertising costs are expensed as incurred, which are included in sales and marketing. Advertising expense was $0.2 million and $0.1 million for the three months ended June 30, 2023 and 2022, respectively, and $0.6 million and $0.2 million for the six months ended June 30, 2023 and 2022, respectively.

Segment reporting

     Operating segments are defined as components of an enterprise about which separate financial information is available and is evaluated on a regular basis by the chief operating decision-maker, or decision-making group, in deciding how to allocate resources to an individual segment and in assessing performance of the segment. The Company’s chief operating decision-maker is its chief executive officer. The Company’s chief executive officer reviews financial information presented on an aggregate basis for purposes of allocating resources and evaluating financial performance. The Company has one business segment and there are no segment managers who are held accountable for operations, operating results and plans for products or components below the aggregate Company level. Accordingly, in light of the Company’s current product offerings, management has determined that the primary form of internal reporting is aligned with the offering of the Conformis personalized joint replacement products and that the Company operates as one segment. See “Note K—Segment and Geographic Data.”

      

Foreign currency translation and transactions

     The assets and liabilities of the Company’s foreign operations are translated into U.S. dollars at current exchange rates at the balance sheet date, and income and expense items are translated at average rates of exchange prevailing during the quarter. Net translation gains and losses are recorded in accumulated other comprehensive loss. Gains and losses from foreign currency transactions denominated in foreign currencies, including intercompany balances not of a long-term investment nature, are included in the Consolidated Statements of Operations.

 

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Income taxes

     Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases, operating losses and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that includes the enactment date.

    In evaluating the need for a valuation allowance, the Company considers all reasonably available positive and negative evidence, including recent earnings, expectations of future taxable income and the character of that income. In estimating future taxable income, the Company relies upon assumptions and estimates of future activity including the reversal of temporary differences. Presently, the Company believes that a full valuation allowance is required to reduce deferred tax assets to the amount expected to be realized.

 

    The tax benefit from an uncertain tax position is only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from these positions are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. The Company reviews its tax positions on an annual basis and more frequently as facts surrounding tax positions change. Based on these future events, the Company may recognize uncertain tax positions or reverse current uncertain tax positions, the impact of which would affect the consolidated financial statements.

    The Company has operations in the U.S., Germany, the United Kingdom, and India. The operating results of German operations will be permanently reinvested in that jurisdiction. As a result, the Company has only provided for income taxes at local rates when required.

    The Company is subject to U.S. federal, state, and foreign income taxes. The Company recorded a provision for income taxes of $31,000 and $(100,000) for the three months ended June 30, 2023 and 2022, respectively and $13,000 and $(66,000) for the six months ended June 30, 2023 and 2022, respectively. The Company recognizes interest and penalties related to income taxes as a component of income tax expense. As of June 30, 2023 and 2022, a cumulative balance of $8,000 and $45,000 of interest and penalties had been accrued, respectively. Please note that as result of the conclusion of a 2017 - 2019 Germany tax audit, the Company has reversed the respective uncertain tax positions for those years, resulting in a reduction of interest and penalties, as they now apply to only tax years 2020 - 2022.

The Inflation Reduction Act (IRA) was enacted on August 16, 2022. Based on review of the IRA, the Company does not expect any impact to its tax provision. In particular, the Company does not expect to pay Corporate Alternative Minimum Tax (CAMT) in future years based on its projected losses and not reaching the income thresholds. The IRA introduces a 15% CAMT for corporations whose average annual adjusted financial statement income for any consecutive three-tax-year period preceding the tax year exceeds $1 billion starting in 2023.

Stock-based compensation

     The Company accounts for stock-based compensation in accordance with ASC 718, Stock Based Compensation ("ASC 718").  ASC 718 requires all stock-based payments to employees and consultants, including grants of stock options, to be recognized in the consolidated statements of operations based on their fair values. The Company uses the Black-Scholes option pricing model to determine the weighted-average fair value of options granted and recognizes the compensation expense of stock-based awards on a straight-line basis over the vesting period of the award.

     

    The determination of the fair value of stock-based payment awards utilizing the Black-Scholes option pricing model is affected by the stock price, exercise price, and a number of assumptions, including expected volatility of the stock, expected life of the option, risk-free interest rate and expected dividends on the stock. The Company evaluates the assumptions used to value the awards at each grant date and if factors change and different assumptions are utilized, stock-based compensation expense may differ significantly from what has been recorded in the past. If there are any modifications or cancellations of the underlying unvested securities, the Company may be required to accelerate, increase or cancel any remaining unearned stock-based compensation expense.

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Net loss per share

     The Company calculates net loss per share in accordance with ASC 260, "Earnings per Share." Basic earnings per share (“EPS”) is calculated by dividing the net income or loss for the period by the weighted average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted EPS is computed by dividing the net income or loss for the period by the weighted average number of common shares outstanding for the period and the weighted average number of dilutive common stock equivalents outstanding for the period determined using the treasury stock method.

     

    The following table sets forth the computation of basic and diluted earnings per share attributable to stockholders (in thousands, except share and per share data):

						Three Months Ended June 30,												Six Months Ended June 30,
(in thousands, except share and per share data)						2023						2022						2023						2022
Numerator:
Basic and diluted loss per share
Net loss						$	(13,011)					$	(15,524)					$	(22,582)					$	(31,555)
Denominator:
Basic and diluted weighted average shares*						7,316,286						7,211,851						7,291,542						7,189,634
Loss per share attributable to Conformis, Inc. stockholders:
Basic and diluted*						$	(1.78)					$	(2.15)					$	(3.10)					$	(4.39)

  *Adjusted for the 1-for-25 reverse stock split

    The following table sets forth potential shares of common stock equivalents that are not included in the calculation of diluted net loss per share because to do so would be anti-dilutive as of the end of each period presented:

						Three Months Ended June 30,												Six Months Ended June 30,
						2023						2022						2023						2022
Stock options and restricted stock awards*						6,169						20,686						20,341						26,629

*Adjusted for the 1-for-25 reverse stock split

Recently Adopted Accounting Standards    

In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which modifies the measurement approach for credit losses on financial assets measured on an amortized cost basis from an 'incurred loss' method to an 'expected loss' method. In November 2019, the FASB issued ASU 2019-11, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses.” ASU 2019-11 is an accounting pronouncement that amends ASU 2016-13. The ASU 2019-11 amendment provides clarity and improves the codification to ASU 2016-13. The Company adopted these ASUs as of January 1, 2023. The adoption of these ASUs has not had a material impact on the Company's consolidated financial statements or related disclosures.

 

    Accounts receivable consisted of the following (in thousands):

			June 30, 2023						December 31, 2022
Total receivables			$	8,310					$	10,383
Allowance for credit losses			(634)						(610)
Accounts receivable, net			$	7,676					$	9,773

 

    The beginning accounts receivable balance as of January 1, 2023 and 2022, was $9.8 million and $9.1 million, respectively. All activity within accounts receivables relate to normal operational activity from the period. Accounts receivable included unbilled receivable of $1.2 million and $1.4 million at June 30, 2023 and December 31, 2022, respectively. Write-offs related to accounts receivable were approximately $96,000 and $0 for

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the three months ended June 30, 2023 and 2022, respectively, and $96,000 and $13,000 for the six months ended June 30, 2023 and 2022, respectively.

    Summary of allowance for credit losses and returns activity was as follows (in thousands):

			June 30, 2023						December 31, 2022
Beginning balance			$	(610)					$	(257)
Provision for expected credit losses			(132)						(396)
Other allowances			12						(7)
Accounts receivable write offs			96						50
Ending balance			$	(634)					$	(610)

 

    Inventories consisted of the following (in thousands):

			June 30, 2023						December 31, 2022
Raw Material			$	9,149					$	9,699
Work in process			1,917						2,118
Finished goods			7,958						7,093
Total inventories, net			$	19,024					$	18,910

 

    Property and equipment consisted of the following (in thousands):

			Estimated Useful Life (Years)						June 30, 2023						December 31, 2022
Equipment			5-7						$	20,499					$	20,490
Furniture and fixtures			5-7						765						765
Computer and software			3						11,113						11,037
Leasehold improvements			3-7						2,251						2,295
Reusable instruments			5						8,173						7,147
Molding and Tooling			5						556						489
Total property and equipment									43,357						42,223
Accumulated depreciation									(35,902)						(34,069)
Property and equipment, net									$	7,455					$	8,154

    Depreciation expense related to property and equipment was $0.9 million and $1.0 million for the three months ended June 30, 2023 and 2022, respectively, and $1.8 million and $2.1 million for the six months ended June 30, 2023 and 2022, respectively. For the six months ended June 30, 2023, the Company recognized $0.1 million in impairment charges related to unused manufacturing equipment and building improvements.

 

    Accrued expenses consisted of the following (in thousands):

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    The Company maintains its corporate headquarters in a leased building located in Billerica, Massachusetts. The Company maintains its design and manufacturing facilities in leased buildings located in Wilmington, Massachusetts, Wallingford, Connecticut and Hyderabad, India.

    The Company's leases have remaining lease terms of approximately one-to-five years, some of which include one or more options to extend the leases for up to five years per renewal. The exercise of lease renewal options is at the sole discretion of the Company. The amounts disclosed in the Consolidated Balance Sheet pertaining to right-of-use assets and lease liabilities are measured based on management’s current expectations of exercising its available renewal options.

On May 11, 2021, the Company executed an amendment to extend the term of the Wilmington lease through September 30, 2027.

    The Company’s existing leases are not subject to any restrictions or covenants which preclude its ability to pay dividends, obtain financing, or enter into additional leases.

    As of June 30, 2023, the Company had not entered into any leases which have not yet commenced which would entitle the Company to significant rights or create additional obligations.

    The Company uses either its incremental borrowing rate or the implicit rate in the lease agreement as the basis to calculate the present value of future lease payments at lease commencement. The incremental borrowing rate represents the rate the Company would have to pay to borrow funds on a collateralized basis over a similar term and in a similar economic environment.

    The components of lease expense and related cash flows were as follows (in thousands):

						Three Months Ended June 30,												Six Months Ended June 30,
						2023						2022						2022						2021
Rent expense						$	486					$	486					$	974					$	965
Variable lease cost (1)						182						93						223						201
						$	668					$	579					$	1,197					$	1,166

(1) Variable operating lease expenses consist primarily of common area maintenance and real estate taxes for the three and six months ended June 30, 2023 and 2022.

 

    As of June 30, 2023, the remaining weighted-average lease term of the operating leases was 3.4 years and the weighted-average discount rate was 6.0%. 

    The future minimum rental payments under these agreements as of June 30, 2023 were as follows (in thousands):

Year			Minimum Lease Payments
2023			897
2024			2,124
2025			1,869
2026			968
2027			741
Total lease payments			$	6,599
Present value adjustment			(654)
Present value of lease liabilities			$	5,945

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License and revenue share agreements

Revenue share agreements

 

    The Company is party to revenue share agreements with certain past and present members of its scientific advisory board under which these advisors agreed to participate on a scientific advisory board and to assist with the development of the Company’s personalized implant products and related intellectual property. These agreements provide that the Company will pay the advisor a specified percentage of the Company’s net revenue, ranging from 0.1% to 1.33%, with respect to the Company’s products on which the advisor made a technical contribution or, in some cases, products covered by one or more claims of one or more Company patents on which the advisor is a named inventor. The specific percentage is determined by reference to product classifications set forth in the agreement and is often tiered based on the level of net revenue collected by the Company on such product sales. The Company’s payment obligations under these agreements typically expire a fixed number of years after expiration or termination of the agreement or a fixed number of years after the first sale of a product, but in some cases expire on a product-by-product basis or expiration of the last to expire of the Company’s patents where the advisor is a named inventor that claims the applicable product.

      

    The Company incurred aggregate revenue share expense including all amounts payable under the Company’s scientific advisory board revenue share agreements of $0.3 million during the three months ended June 30, 2023, representing 2.1% of product revenue and $0.6 million during the six months ended June 30, 2023, representing 2.2% of product revenue and $0.7 million during the three months ended June 30, 2022, representing 4.8% of product revenue and $1.3 million during the six months ended June 30, 2022, representing 4.3% of product revenue. Revenue share expense is included in research and development.

Other obligations

 

    In the ordinary course of business, the Company is a party to certain non-cancellable contractual obligations typically related to product royalty and research and development.  The Company accrues a liability for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. There have been no contingent liabilities requiring accrual at June 30, 2023 or December 31, 2022.

 

Legal proceedings

In the ordinary course of the Company's business, the Company is subject to routine risk of litigation, claims and administrative proceedings on a variety of matters, including patent infringement, product liability, securities-related claims, and other claims in the United States and in other countries where the Company sells its products. In the case of matters below in which the Company is a defendant, adverse outcomes of these lawsuits could have a material adverse effect on the Company's business, financial condition or results of operations. The Company is presently unable to predict the outcome of these lawsuits or to reasonably estimate a range of potential losses, if any, related to the lawsuits. Legal costs associated with legal proceedings are accrued as incurred.

Proceedings and Complaints Related to the Merger Agreement

On July 27, 2023 and July 31, 2023, respectively, two purported Company stockholders filed separate complaints against the Company and the members of its board directors in the United States District Court for the Southern District of New York in cases captioned Burnett v. Conformis Inc., et al., 1:23-cv-06536 (S.D.N.Y.) and Anderson v. Conformis Inc., et al., 1:23-cv-06686 (S.D.N.Y.), respectively. The complaints each assert claims under Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder and Section 20(a) of the Exchange Act, and allege that the proxy statement filed with the SEC on July 24, 2023 regarding the proposed merger transaction with restor3d is materially incomplete and misleading because it fails to disclose certain purportedly material information. Among other remedies, the plaintiffs each seek to enjoin the merger. Between July 24, 2023 and July 27, 2023, counsel to four different purported Company stockholders sent demand letters to counsel for the Company making similar assertions and, in one instance, attaching a draft federal court complaint against the Company and the members of its board directors, asserting similar claims under Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder and Section 20(a) of the Exchange Act and also seeking to enjoin the merger. On July 31, 2023, the Company also received a demand under Section 220 of the Delaware General

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Corporation Law seeking formal access to the Company’s books and records related to the proposed merger with restor3d and the process leading up to it.

Although the ultimate outcome of these matters cannot be predicted with certainty, the Company and the individual defendants believe the claims are without merit and intend to defend against these actions vigorously. If any plaintiffs are successful in obtaining an injunction prohibiting the completion of the merger on the agreed-upon terms, then such injunction may prevent the merger from being completed, or from being completed within the expected time frame. Additional lawsuits against the Company and/or its directors and officers in connection with the merger may be filed in the future. If additional similar complaints are filed or demand letters are sent, absent new or different allegations that are material, the Company will not necessarily announce such additional filings or letters. At this time, the Company is unable to estimate the potential loss or range of losses that might be incurred in connection with these matters.

Settlement and License Agreement with Medacta

On August 29, 2019, the Company filed a lawsuit against Medacta USA, Inc. in the United States District Court for the District of Delaware. The Company amended its complaint on December 23, 2019, and again on October 14, 2020, adding Medacta International SA (Medacta USA, Inc.’s parent company) as a defendant (Medacta USA, Inc. and Medacta International SA are referred to, together, as “Medacta”). The Company is seeking damages for Medacta’s infringement of certain of the Company’s patents related to patient-specific instrument and implant systems, alleging that Medacta’s multiple lines of patient-specific instruments, as well as the implant components used in conjunction with them, infringe four of the Company’s patents. The accused product lines include Medacta patient-specific instrument and implant systems for knee and shoulder replacement procedures. On January 6, 2020, Medacta filed its answer to the Company's complaint, denying that its patient-specific instrument and implant systems infringe the patents asserted by the Company. Medacta’s answer also alleges the affirmative defense that the Company's asserted patents are invalid. On January 21, 2021, Medacta International SA filed a partial motion to dismiss; on February 16, 2021, the Company filed its opposition to the motion; and on March 2, 2021, Medacta International SA filed its reply. On March 4, 2021, the court issued its opinion on claim construction, ruling in the Company’s favor on the construction of all of the disputed terms. On June 3, 2022, the court denied Medacta International SA’s motion to dismiss. On September 8, 2022, the parties notified the court that an agreement in principle to settle the case had been reached. The trial schedule and case deadlines were canceled, pending the parties’ preparation of and agreement to a definitive settlement agreement.

On October 20, 2021, the Company filed a lawsuit against Medacta Germany GmbH and Medacta International SA (together, “Medacta Europe”) in the Regional Court of Düsseldorf ("German Court"). We are seeking damages for Medacta Europe’s infringement of one of our German patents related to patient-specific instrument and implant systems through Medacta Europe’s sales of multiple lines of PSI, as well as the implant components used in conjunction with them, in Germany. The accused product lines include Medacta Europe’s patient-specific instrument and implant systems for knee, hip, and shoulder replacement procedures. Medacta Europe filed its statement of defense on January 31, 2022. The Company filed its reply to Medacta’s statement of defense on April 28, 2022. As of July 28, 2022, the Company delivered security deposits in the amount of EUR 146,000 to the German Court in order to maintain the action. On September 1, 2022, an oral hearing on infringement and liability was held. On September 9, 2022, the parties notified the court that an agreement in principle to settle the case had been reached, and the issuance of further rulings by the court was delayed, pending the parties’ preparation of and agreement to a definitive settlement agreement.

On November 8, 2022, the Company entered into a non-exclusive, fully paid up, worldwide settlement and license agreement with Medacta, resolving the matters described in the two preceding paragraphs. Under the terms of this agreement, the Company granted a perpetual, irrevocable, non-exclusive license to Medacta to use patient-specific instrument technology covered by the Company's patents and patent applications with off-the-shelf implants for the knee and shoulder. This license does not extend to patient-specific implants. This license agreement provided for a single lump-sum payment by Medacta to the Company upon entering into the license agreement, which was paid in the fourth quarter of 2022.

Litigation with Osteoplastics

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On March 20, 2020, Osteoplastics LLC ("Osteoplastics"), filed a lawsuit against the Company in the United States District Court for the District of Delaware, and Osteoplastics amended its complaint on April 2, 2020. Osteoplastics alleges that the Company’s proprietary software, including the Company’s iFit software platform, and the Company’s use of its proprietary software for designing and manufacturing medical devices, including implants, infringed seven patents owned by Osteoplastics. On June 15, 2020, the Company filed a motion to dismiss Osteoplastics’ complaint, and on October 21, 2020, the court denied the motion. On November 2, 2020, the Company filed its answer to the amended complaint, denying that it infringed the patents asserted by Osteoplastics and asserting certain affirmative defenses.

On June 19, 2023, the Company entered into a settlement and license agreement with Osteoplastics, resolving the patent infringement lawsuit filed by Osteoplastics in March of 2020. A Joint Stipulation of Dismissal with Prejudice was filed on June 22, 2023 and the order of dismissal was entered by the Court on June 23, 2023.

Litigation against DePuy

On April 30, 2021, the Company filed a lawsuit against DePuy Synthes, Inc., DePuy Synthes Products, Inc., and DePuy Synthes Sales, Inc. (collectively, “DePuy”) in the United States District Court for the District of Delaware, seeking damages for DePuy’s infringement of certain of the Company's patents related to patient-specific instrument and implant systems. The complaint alleges that DePuy’s multiple lines of PSI, as well as the implant components used in conjunction with them, infringe seven of the Company's patents. The accused product lines include DePuy’s patient-specific instrument and implant systems for knee and shoulder replacement procedures. On October 25, 2021, DePuy filed a partial motion to dismiss. On November 15, 2021, the Company filed an amended complaint. On December 6, 2021, DePuy filed a second partial motion to dismiss. The Company opposed the partial motion to dismiss on December 20, 2021, and DePuy filed a reply in support of its partial motion to dismiss on December 27, 2021. On February 14, 2022, the court denied DePuy's partial motion to dismiss. On February 28, 2022, DePuy filed its answer to the Company's amended complaint, denying that its patient-specific instrument and implant systems infringe the patents asserted by the Company. A claim construction hearing was held on February 6, 2023. Supplemental claim construction briefing was completed in March 2023 and a final claim construction order is pending. Discovery in the lawsuit is ongoing.

Litigation against Exactech

On June 3, 2021, the Company filed a lawsuit against Exactech, Inc. (“Exactech”) in the United States District Court for the Middle District of Florida seeking damages for Exactech’s infringement of certain of the Company's patents related to patient-specific instrument and implant systems. The complaint alleges that Exactech’s line of patient-specific instruments for use with its ankle implant systems, as well as the ankle implant components used in conjunction with them, infringe five of the Company's patents.

The Company and Exactech entered into a settlement and license Agreement with an effective date of April 26, 2023 that resolves the patent infringement lawsuit filed by the Company in June of 2021. Under the settlement and license agreement, the Company granted a non-exclusive license to Exactech to use patient-specific instrument technology covered by certain Company patents with off-the-shelf implants for the ankle in exchange for a lump-sum payment and additional consideration.

Litigation against Bodycad Laboratories

On June 3, 2021, the Company filed a lawsuit against Bodycad Laboratories, Inc., Bodycad USA Corp. (together, “Bodycad”), and Exactech (collectively, “Defendants”), in the United States District Court for the Middle District of Florida seeking damages for Defendants’ infringement of certain of the Company's patents related to patient-specific instrument and implant systems. The complaint alleges that Defendants’ line of patient-specific surgical systems for unicondylar knee replacement surgery and Bodycad’s line of patient-specific surgical systems for knee osteotomy surgery infringe six of the Company's patents. On August 2, 2021, Exactech filed its answer to the complaint, denying that it infringed our asserted patents and also alleging that our asserted patents are invalid. On August 20, 2021, Bodycad filed a motion to dismiss and for a more definite statement. On September 10, 2021, the Company filed an amended complaint that continued to accuse the same products of infringing six of the Company's patents. On September 24, 2021, Defendants filed a motion to dismiss, and the Company opposed the motion to dismiss on October 15, 2021. On March 30, 2022, the court denied Defendants motion to dismiss. On February 9, 2023, the parties entered into a settlement and license agreement that resolves the patent infringement dispute filed by the Company in June of 2021. The parties agreed to an undisclosed amount for the dismissal of all

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patent litigation between the companies along with a release and license to certain Company patents related to patient-specific instrumentation and knee implants.

Litigation against Aetna

On May 8, 2020, the Company and an individual plaintiff filed a lawsuit against Aetna, Inc. and Aetna Life Insurance Company (together, “Aetna”) in the United States District Court for the District of Massachusetts seeking damages for Aetna’s improper denial of coverage for personalized knee implants under its health plans and the ones it administers. The Company amended its complaint on August 13, 2020, alleging that Aetna violated its duties under state and federal law, including the Employee Retirement Income Security Act. On March 31, 2021, the court dismissed the Company’s claims against Aetna, but allowed the individual plaintiff’s claims to survive. The individual plaintiff settled his claims against Aetna in October 2021 and the Company subsequently filed a notice of appeal. The Company filed its appeal brief on April 15, 2022. Aetna filed its response to our appeal brief on June 15, 2022. The court is scheduled to hear oral arguments from the parties on the appeal briefs on November 8, 2022.

On January 23, 2023, the United States Court of Appeals for the First Circuit revived the Company's trade libel claims against Aetna, finding that Aetna’s policy claims that the Company's knee implants are “experimental” and “investigational” can plausibly be considered actionable product disparagement, and that the district court had erred in dismissing these claims. The court found that the Company has plausibly claimed that Aetna's policy decision caused orthopedic surgeons to stop prescribing its knee replacement implants. The court also revived the Company's related claims for unfair trade practice and interference with advantageous relations. The court issued a scheduling order on March 2, 2023 and discovery in the lawsuit has commenced. The Company intends to continue pursuing these claims against Aetna, and expects to incur additional legal expenses in 2023 (and potentially thereafter) in connection with doing so. The Company is seeking an award of monetary damages and equitable relief. The Company is not presently able to predict the ultimate outcome of this matter or to reasonably estimate a range of potential damages the Company may be awarded, if successful.

Indemnification

 

    In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations. In accordance with its bylaws, the Company has indemnification obligations to its officers and directors for certain events or occurrences, subject to certain limits, while they are serving at the Company’s request in such capacity. There have been no claims to date and the Company has a director and officer insurance policy that would be expected to enable it to recover a portion of any amounts paid for future claims.

Note I—Debt and Notes Payable

 

    Long-term debt consisted of the following (in thousands):

			June 30, 2023						December 31, 2022
MidCap, Term Loan			21,000						21,000
Less unamortized debt issuance costs			(361)						(437)
Long-term debt, less debt issuance costs			$	20,639					$	20,563

    

    Principal payments due as of June 30, 2023 consisted of the following (in thousands):

			Principal Payment
2023 (remainder of the year)			—
2024			1,750
2025			10,500
2026			8,750
Total			$	21,000

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MidCap Term Loan

On November 22, 2021, the Company and its subsidiary, ImaTx, Inc., entered into the New Credit Agreement with MidCap, as agent, and certain lender parties thereto. The New Credit Agreement provides for a five-year, $21 million secured Term Facility. The New Credit Agreement refinanced and replaced the prior secured loan agreement with Innovatus that the Company entered into in June 2019 (the “2019 Secured Loan Agreement”), which agreement has been terminated. The full amount of the $21 million Term Facility was borrowed on the date of entering into the New Credit Agreement, and the Company used these proceeds to repay all outstanding obligations under the 2019 Secured Loan Agreement.

The New Credit Agreement has a maturity date of November 1, 2026 and requires interest only payments through October 31, 2024, and thereafter, 24 monthly payments of principal and interest resulting in the Term Facility being fully paid by the maturity date. Interest is payable monthly in arrears at a rate of 5.7% per annum plus one month LIBOR subject to a LIBOR floor of 1%. In addition to the interest charged on the Term Facility, the Company is also obligated to pay certain fees, including an origination fee of 0.5% of the term loan due at closing and a final payment fee of 4.0% of the term loan at the time of final payment. On August 1, 2022, the Company entered into a New Credit Agreement, which replaced references to the LIBOR rate within the existing agreement, with the SOFR interest rate, such that interest will be payable monthly in arrears at a rate of 5.7% per annum plus one month SOFR subject to a SOFR floor of 1%. All other terms under the New Credit agreement remain the same.

The obligation of the Company with respect to the New Credit Agreement are secured by a security interest over substantially all of the personal property assets of the Company, including accounts receivable, deposit accounts, intellectual property, investment property, inventory, equipment and equity interests in its subsidiaries. The New Credit Agreement contains customary affirmative and negative covenants, including limitations on our ability to incur additional debt, grant or permit additional liens, make investments and acquisitions, merge or consolidate with others, dispose of assets, pay dividends and distributions, pay subordinated indebtedness and enter into affiliate transactions. In addition, the New Credit Agreement contains a minimum liquidity covenant requiring the Company to maintain unrestricted cash and cash equivalents in excess of $4.0 million. The New Credit Agreement also includes events of default customary for facilities of this type and upon the occurrence of such events of default, subject to customary cure rights, all outstanding loans under the Term Facility may be accelerated.

As of June 30, 2023, the Company believes that it was not in breach of any covenants under the secured credit agreement. However, as further described below under “Item 1A. Risk Factors,” if the proposed merger transaction with restor3d is not consummated, absent the Company raising additional capital, MidCap could allege that a material adverse effect has occurred under the credit agreement, which could permit MidCap to accelerate amounts due under the agreement. Should such an event of default actually occur, absent the Company being able to obtain in the near-term, a sufficient level of capital, the Company could need to file for bankruptcy protection, which the Company and its board of directors believe would likely result in current Company stockholders receiving little, if any, value for their shares of Company common stock (and, in any event, an amount substantially less than the $2.27 per share of common stock provided for by the Merger Agreement.

 

Common stock

 

    Common stockholders are entitled to dividends as and when declared by the board of directors, subject to the rights of holders of all classes of stock outstanding having priority rights as to dividends. There have been no dividends declared to date.

On March 30, 2021, the Company's board of directors adopted a resolution approving a Certificate of Amendment to the Company's Restated Certificate of Incorporation to increase the Company's number of authorized shares of Common Stock from 200,000,000 to 300,000,000 (the “Certificate of Amendment”). The Company's stockholders approved the Certificate of Amendment at the 2021 Annual Meeting. The total number of the Company's authorized common stock was decreased to 20,000,000 after giving effect to the Reverse Stock Split.

Reverse Stock Split

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At the Company’s 2022 Annual Meeting of Stockholders, the Company’s stockholders approved a proposed amendment to the Company’s Restated Certificate of Incorporation to effect a reverse stock split of all of the Company’s outstanding shares of common stock by one of several fixed ratios between 1-for-2 and 1-for-10 and to correspondingly decrease the number of authorized shares of the Company’s common stock as disclosed in the Company’s proxy statement for the 2022 Annual Meeting of Stockholders. The reverse stock split was proposed to address the Company’s current non-compliance with Nasdaq’s $1.00 per share minimum bid price requirement.

On October 26, 2022, the Company held a Special Meeting of Stockholders and the Company’s stockholders approved an additional proposed amendment to the Company’s Restated Certificate of Incorporation to effect a reverse stock split of all of the Company’s outstanding shares of common stock by one of three fixed ratios, 1-for-15, 1-for-20 and 1-for-25, and to correspondingly adjust the number of authorized shares of the Company’s common stock by the approved ratio, 1-for-9, 1-for-12 and 1-for-15, respectively (the “Updated Reverse Stock Split Proposal”), as disclosed in the Company’s proxy statement for the October 26, 2022 Special Meeting of Stockholders. The Updated Reverse Stock Split Proposal amendment was proposed to address the Company’s current non-compliance at such time with Nasdaq’s $1.00 per share minimum bid price requirement.

The Company’s Board of Directors determined to proceed with implementing the 1-for-25 reverse stock split that was approved by shareholder on October 26, 2022, and such 1-for-25 reverse stock split was implemented in November 2022 (the “Reverse Stock Split”) . As a result of the Reverse Stock Split, each of the holders of the Company’s Common Stock received one (1) new share of Common Stock for every twenty-five (25) shares such shareholder held immediately prior. Fractional shares as a result of the Reverse Stock Split were paid in cash. The Reverse Stock Split also affected the Company’s outstanding stock options and warrants and resulted in the number of shares underlying such instruments being reduced and the exercise price being increased proportionately to the Reverse Stock Split ratio.

All share and per share information in this report has been retroactively adjusted to give effect to the Reverse Stock Split for all periods presented, unless otherwise indicated. The total number of the Company’s authorized shares of preferred stock was not affected by the foregoing. However, the total number of the Company's authorized common stock was decreased to 20,000,000. In connection with the Reverse Stock Split, there was no change in the par value per share of $0.00001.

Preferred stock

    The Company’s Restated Certificate of Incorporation authorizes the Company to issue 5,000,000 shares of preferred stock, $0.00001 par value, all of which is undesignated. No shares were issued and outstanding at June 30, 2023 and December 31, 2022.

Demand registration rights

    In conjunction with a private placement, on June 25, 2019, the Company entered into a registration rights agreement (the "Registration Rights Agreement") with Innovatus, Innovatus Life Science Offshore Fund I, LP and Innovatus Life Sciences Offshore Fund I-A, LP (collectively, the "Innovatus Investors") pursuant to which the Company agreed to register for resale the shares held by the Innovatus Investors (the “Shares”) under certain circumstances. Under the Registration Rights Agreement, in the event that the Company receives a written request from the Innovatus Investors that the Company file with the SEC a registration statement covering the resale of all of the Shares, the Company shall promptly but no later than 120 days after the date of such request prepare and file with the SEC such registration statement. The Innovatus Investors have agreed to use best efforts not to make such a request, including by effecting any planned sales of Shares under Rule 144 under the Securities Act. The Company has agreed to use commercially reasonable efforts to cause such registration statement to become effective and to keep such registration statement effective until the date the Shares covered by such registration statement have been sold or may be resold pursuant to Rule 144 without restriction. The Company has agreed to be responsible for all fees and expenses incurred in connection with the registration of the Shares. The Company has granted the Innovatus Investors customary indemnification rights in connection with the registration statement. The Innovatus Investors have also granted the Company customary indemnification rights in connection with the registration statement.

Incidental registration rights

If the Company proposes to file a registration statement in connection with a public offering of its common stock, subject to certain exceptions, the holders of registrable shares are entitled to notice of registration and,

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subject to specified exceptions, including market conditions, the Company will be required, upon the holder’s request, to register their then held registrable shares.

"At-the-market” program

On March 23, 2020, the Company filed a shelf registration statement on Form S-3 (the "Shelf Registration Statement"), which was declared effective by the SEC on August 5, 2020. Under the Shelf Registration Statement, the Company is permitted to sell from time to time up to $200 million of common stock, preferred stock, debt securities, warrants, or units comprised of any combination of these securities, for its own account in one or more offerings. On August 5, 2020, the Company filed with the SEC a prospectus supplement, for the sale and issuance of up to $25 million of its common stock and entered into a sales agreement (the “Sales Agreement”) with Cowen and Company, LLC (“Cowen”) pursuant to which the Company may offer and sell shares of the Company’s common stock to or through Cowen, acting as agent and/or principal, from time to time, in an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act, including without limitation sales made by means of ordinary brokers’ transactions on the NASDAQ Capital Market or otherwise at market prices prevailing at the time of sale, in block transactions, or as otherwise directed by the Company. Under the Sales Agreement, Cowen will use commercially reasonable efforts to sell the Common Stock from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay Cowen a commission of up to 3.0% of the gross sales proceeds of any Common Stock sold through Cowen under the Sales Agreement, and we have provided Cowen with customary indemnification rights. Any shares of Common Stock offered pursuant to the Sales Agreement will be offered and sold pursuant to the Shelf Registration Statement. The Company is not obligated to make any sales of Common Stock under the Sales Agreement. The offering of shares of Common Stock pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all Common Stock subject to the Sales Agreement or (ii) termination of the Sales Agreement in accordance with its terms. As of the date hereof, the Company has not sold any shares under the Sales Agreement.

2021 common stock offering

On February 17, 2021, the Company closed an offering of its common stock under the Shelf Registration Statement and issued and sold 3,238,095 shares of its common stock at a public offering price of $26.25 per share (adjusted for the 1-for-25 reverse stock split), for aggregate net proceeds of approximately $79.6 million. The Company intends to use the net proceeds of the offering of the shares for general corporate purposes.

Warrants

    The Company has issued warrants to certain investors and consultants to purchase shares of the Company’s common stock. Based on the Company’s assessment of the warrants granted in 2013 and 2014 relative to ASC 480, Distinguishing Liabilities from Equity, such warrants are classified as equity. According to ASC 480, an entity shall classify as a liability any financial instrument, other than an outstanding share, that, at inception, both a) embodies an obligation to repurchase the issuer’s equity shares, or is indexed to such obligation and b) requires or may require the issuer to settle the obligation by transferring assets. The warrants do not contain any provision that requires the Company to repurchase the shares and are not indexed to such an obligation. The warrants also do not require the Company to settle by transferring assets. All of these warrants were exercisable immediately upon issuance.

    In connection with the September 23, 2020 registered direct offering, the Company issued 379,718 pre-funded common stock warrants with an exercise price of $0.0025 per share and an additional 720,201 common stock warrants with an exercise price of $21.87 per share (in each case, adjusted for the 1-for-25 reverse stock split). All of these warrants are exercisable for one share of common stock and were exercisable immediately. As of June 30, 2023, approximately 240,000 of the common stock warrants have been exercised. The pre-funded warrants were exercisable indefinitely, while the additional warrants are exercisable for 5 years from the date of issuance. All pre-funded warrants were exercised. Based on the Company’s assessment of the warrants granted relative to ASC 480, Distinguishing Liabilities from Equity and ASC 815-40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, these warrants are classified as equity instruments. The fair value of the common stock warrants of approximately $10.2 million at the date of issuance was estimated using the Black-Scholes model which used the following inputs: term of 5 years, risk free rate of 0.28%, 0% dividend yield, volatility of 90.15%, an exercise price of $21.87 and share price of $20.83 per share based on the trading price of the Company’s common stock (adjusted for the 1-for-25 reverse stock split).

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On June 22, 2023, the Company entered into a warrant exchange agreement with Armistice Capital Master Fund Ltd. (“Armistice”). Pursuant to the agreement, the Company issued 100,000 shares of the Company’s common stock to Armistice, in exchange for the cancellation of an existing warrant agreement pursuant to which Armistice had the right to acquire 480,000 shares of the Company’s common stock at an exercise price of $21.87 per share.

    Warrants to purchase 837 and 480,837 shares of common stock were outstanding as of June 30, 2023 and December 31, 2022, respectively. Outstanding common stock warrants are currently exercisable with varying exercise expiration dates from 2024 through 2025. At June 30, 2023 and December 31, 2022, the weighted average warrant exercise price per share for common stock and the weighted average contractual life was as follows:

						Number of Common Stock Warrants												Weighted Average Exercise Price Per Share*						Weighted Average Remaining Contractual Life						Number of Warrants Exercisable*						Weighted Average Price Per Share*
Outstanding December 31, 2022						480,837												$	22.22					2.73						480,837						$	22.22
Granted						—												$	—					—						—						$	—
Exercised						—												—						—						—						—
Cancelled/expired						(480,000)												—						—						(480,000)						—
Outstanding June 30, 2023						837												$	224.00					1.36						837						$	224.00

Stock option plans

     The 2015 Stock Incentive Plan ("2015 Plan") provides for an annual increase, to be added on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2016 and continuing until, and including, the fiscal year ending December 31, 2025, equal to the lesser of (a) 3,000,000 shares of the Company's common stock, (b) 3% of the number of share of its common stock outstanding on the first day of such fiscal year and (c) an amount determined by the Company's board of directors. Effective January 1, 2023, an additional 120,000 shares of the Company's common stock were added to the 2015 Plan under the terms of this provision (adjusted for the 1-for-25 reverse stock split), and at the 2021 Annual Meeting of Stockholders on May 24, 2021, the Company' Stockholders approved a First Amendment to the 2015 Plan to increase by 240,000 (adjusted for the 1-for-25 reverse stock split), the maximum number of shares of common stock available for issuance under the 2015 Plan ("Plan Amendment"). As of June 30, 2023, 31,549 shares of common stock were available for future issuance under the 2015 Plan (adjusted for the 1-for-25 reverse stock split).

    

    On April 29, 2019, the stockholders approved the Conformis, Inc. 2019 Sales Team Performance-Based Equity Incentive Plan ("2019 Sales Team Plan") for up to 3,000,000 shares of common stock available to grant to certain sales representatives or independent sales agents. The 2019 Sales Team Plan provides for the grant of performance-based equity, including incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards. Shares covered by awards under the 2019 Sales Team Plan that expire or are terminated, surrendered, or cancelled without having been fully exercised or are forfeited in whole or in part (including as the result of shares subject to such award being repurchased by us at the original issuance price pursuant to a contractual repurchase right) or that result in any shares not being issued, will again be available for the grant of awards under the 2019 Sales Team Plan. Equity granted under the 2019 Sales Team Plan will expire ten years from the date of grant.

    As of June 30, 2023, there were 100,842 shares of common stock available for future issuance under the 2019 Sales Team Plan (adjusted for the 1-for-25 reverse stock split).

    

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    Activity under all stock option plans was as follows:

						Number of Options						Weighted Average Exercise Price per Share						Aggregate Intrinsic Value (in Thousands)
Outstanding December 31, 2022						175,783						$	44.76					$	—
Granted						—						—						—
Expired						(4,727)						146.61						—
Cancelled/Forfeited						—						—						—
Outstanding June 30, 2023						171,056						$	41.95					$	—
Total vested and exercisable						66,708						$	88.56					$	—

 

    

    The total fair value of stock options that vested during each of the three and six months ended June 30, 2023 was $0.2 million. The weighted average remaining contractual term for the total stock options outstanding was 7.78 years as of June 30, 2023. The weighted average remaining contractual term for the total stock options vested and exercisable was 6.14 years as of June 30, 2023.

    Restricted common stock award activity under the plan was as follows:

						Number of Shares						Weighted Average Fair Value
Unvested December 31, 2022						237,966						$	18.77
Granted						300,598						1.50
Vested						(79,692)						17.26
Forfeited						(28,778)						14.24
Unvested June 30, 2023						430,094						$	7.28

    The total fair value of restricted common stock awards that vested during the three and six months ended June 30, 2023 was $1.3 million and $1.4 million, respectively.

Inducement Awards

 

    In February 2020, the Company granted inducement awards outside of the 2015 Plan and 2019 Sales Team Plan (i) to the Company's Chief Financial Officer in the form of an option to purchase 5,000 shares of the Company's common stock with an exercise price per share equal to $24.50 and 5,000 restricted stock units (in each case, adjusted for the 1-for-25 reverse stock split). The option and restricted stock unit awards were granted as inducements material to their commencement of employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4).

    In March 2022, the Company granted inducement awards outside of the 2015 Plan and 2019 Sales Team Plan to the Company's Chief Legal Officer and Corporate Secretary in the form of an option to purchase 18,000 shares of the Company's common stock with an exercise price per share equal to $15.25 and 18,000 restricted stock units (in each case, adjusted for the 1-for-25 reverse stock split). The option and restricted stock unit awards were granted as inducements material to her commencement of employment with the Company in accordance with NASDAQ Listing Rule 5635(c)(4).

    In April 2022, the Company granted inducement awards outside of the 2015 Plan and 2019 Sales Team Plan to the Company's Chief Operating Officer in the form of an option to purchase 17,000 shares of the Company's common stock with an exercise price per share equal to $16.00 and 17,000 restricted stock units (in each case, adjusted for the 1-for-25 reverse stock split). The option and restricted stock unit awards were granted as inducements material to his commencement of employment with the Company in accordance with NASDAQ Listing Rule 5635(c)(4).

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Stock-based compensation

 

    The Company uses the Black-Scholes option pricing model to determine the fair value of stock options. The determination of the fair value of stock-based payment awards on the date of grant using a pricing model is affected by the value of the Company’s common stock as well as assumptions regarding a number of complex and subjective variables. The valuation of the Company’s common stock prior to its initial public offering was performed with the assistance of an independent third-party valuation firm using a methodology that includes various inputs including the Company’s historical and projected financial results, peer company public data and market metrics, such as risk-free interest and discount rates. As the valuations included unobservable inputs that were primarily based on the Company’s own assumptions, the inputs were considered level 3 inputs within the fair value hierarchy.

    

    The fair value of options at date of grant was estimated using the Black-Scholes option pricing model, based on the following assumptions:

						Three Months Ended June 30,												Six Months Ended June 30,
						2023						2022						2023						2022
Risk-free interest rate						—%						2.68%						—%						2.61%
Expected term (in years)						0.00						6.52						0.00						6.72
Dividend yield						—%						—%						—%						—%
Expected volatility						—%						89.39%						—%						89.21%

Risk-free interest rate.    The risk-free interest rate is based on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term on the options.

Expected term.    The expected term of stock options represents the period the stock options are expected to remain outstanding and is based on the “SEC Shortcut Approach” as defined in “Share-Based Payment” (SAB 107) ASC 718-10-S99, “Compensation-Stock Compensation-Overall-SEC Materials,” which is the midpoint between the vesting date and the end of the contractual term. With certain stock option grants, the exercise price may exceed the fair value of the common stock. In these instances, the Company adjusts the expected term accordingly.

Dividend yield.    The Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future, and, therefore, used an expected dividend yield of zero in the valuation model.

Expected volatility.    Expected volatility measures the amount that a stock price has fluctuated or is expected to fluctuate during a period. The Company estimates volatility based on the historical volatility of the Company's stock.

Forfeitures.    The Company recognizes forfeitures as they occur.

    Stock-based compensation expense was $0.4 million and $0.8 million for the three months ended June 30, 2023 and 2022, respectively, and $1.1 million and $1.6 million for the six months ended June 30, 2023 and 2022, respectively. Stock-based compensation expense was calculated based on awards ultimately expected to vest. To date, the amount of stock-based compensation capitalized as part of inventory was not material.

 

    The following is a summary of stock-based compensation expense (in thousands):

						Three Months Ended June 30,												Six Months Ended June 30,
						2023						2022						2023						2022
Cost of revenues						$	16					$	16					$	31					$	(20)
Sales and marketing						5						159						140						336
Research and development						70						132						141						270
General and administrative						344						540						744						997
						$	435					$	847					$	1,056					$	1,583

    As of June 30, 2023, the Company had $0.9 million of total unrecognized compensation expense for options that will be recognized over a weighted average period of 4.06 years. As of June 30, 2023, the Company had $2.9 million of total unrecognized compensation expense for restricted awards that will be recognized over a weighted average period of 3.24 years.

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    The Company operates as one reportable segment as described in Note B to the Consolidated Financial Statements. The countries in which the Company has local revenue generating operations have been combined into the following geographic areas: the United States (including Puerto Rico), Germany and the rest of world, which consists of Europe predominately (including the United Kingdom) and other foreign countries. Sales are attributable to a geographic area based upon the customer’s country of domicile and distributors managed by that respective country. Product revenue is also presented by knee and hip which are the Company's major product lines. Net property, plant and equipment are based upon physical location of the assets.

 

    Geographic and product category information consisted of the following (in thousands):

						Three Months Ended June 30,
						2023												2022
Product revenue						Knee			Hip			Total						Knee			Hip			Total
United States						$9,809			$968			$10,777						$12,671			$744			$13,415
Germany						736			—			736						707			—			707
Rest of world						983			—			983						1,020			—			1,020
						$11,528			$968			$12,496						$14,398			$744			$15,142

						Six Months Ended June 30,
						2023												2022
Product revenue						Knee			Hip			Total						Knee			Hip			Total
United States						$19,575			$1,770			$21,345						$24,610			$1,520			$26,130
Germany						1,562			—			1,562						1,885			—			1,885
Rest of world						2,280			—			2,280						2,011			—			2,011
						$23,417			$1,770			$25,187						$28,506			$1,520			$30,026

Geographic information consisted of the following (in thousands):

						June 30, 2023						December 31, 2022
Property and equipment, net
United States						$	7,376					$	8,065
Germany						38						29
Rest of World						41						60
						$	7,455					$	8,154

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v3.23.2

Cover - shares	6 Months Ended
	Jun. 30, 2023	Jul. 31, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	001-37474
Entity Registrant Name	Conformis, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	56-2463152
Entity Address, Address Line One	600 Technology Park Drive
Entity Address, City or Town	Billerica
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01821
City Area Code	781
Local Phone Number	345-9001
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Title of 12(b) Security	Common Stock, $0.00001 par value
Trading Symbol	CFMS
Entity Common Stock, Shares Outstanding		7,877,493
Entity Central Index Key	0001305773
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Amendment Flag	false

v3.23.2

Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current Assets
Cash and cash equivalents	$ 26,182	$ 48,667
Accounts receivable, net	7,676	9,773
Royalty and licensing receivable	121	134
Inventories, net	19,024	18,910
Prepaid expenses and other current assets	1,616	1,785
Total current assets	54,619	79,269
Property and equipment, net	7,455	8,154
Operating lease right-of-use assets	5,159	6,078
Other Assets
Restricted cash	462	462
Other long-term assets	86	85
Total assets	67,781	94,048
Current liabilities
Accounts payable	3,584	4,163
Accrued expenses	5,252	7,978
Operating lease liabilities	1,936	1,932
Total current liabilities	10,772	14,073
Other long-term liabilities	336	230
Long-term debt, less debt issuance costs	20,639	20,563
Operating lease liabilities	4,009	5,003
Total liabilities	35,756	39,869
Commitments and contingencies
Stockholders’ equity
Preferred stock, $0.00001 par value: Authorized: 5,000,000 shares authorized at June 30, 2023 and December 31, 2022; no shares issued and outstanding as of June 30, 2023 and December 31, 2022	0	0
Common stock, $0.00001 par value: Authorized: 20,000,000 shares authorized at June 30, 2023 and December 31, 2022; 7,878,332 and 7,502,462 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively	0	0
Additional paid-in capital	635,703	634,647
Accumulated deficit	(603,906)	(581,324)
Accumulated other comprehensive income	228	856
Total stockholders’ equity	32,025	54,179
Total liabilities and stockholders’ equity	$ 67,781	$ 94,048

v3.23.2

Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Preferred stock, shares authorized (in shares)	5,000,000	5,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Common stock, shares authorized (in shares)	20,000,000	20,000,000
Common stock, shares issued (in shares)	7,878,332	7,502,462
Common stock, shares outstanding (in shares)	7,878,332	7,502,462

v3.23.2

Consolidated Statements of Operations (unaudited) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue
Total revenue		$ 13,023	$ 15,295	$ 25,860	$ 30,846
Cost of revenue		11,189	9,835	18,923	19,645
Gross profit		1,834	5,460	6,937	11,201
Operating expenses
Sales and marketing		4,063	6,562	9,114	13,227
Research and development		2,158	3,958	4,616	8,437
General and administrative		7,918	7,693	14,941	17,026
Total operating expenses		14,139	18,213	28,671	38,690
Loss from operations		(12,305)	(12,753)	(21,734)	(27,489)
Other income and expenses
Interest income		6	14	15	31
Interest expense		(668)	(453)	(1,305)	(904)
Foreign currency exchange transaction (loss) income		(13)	(2,432)	455	(3,259)
Total other expenses		(675)	(2,871)	(835)	(4,132)
Loss before income taxes		(12,980)	(15,624)	(22,569)	(31,621)
Income tax (benefit) provision		31	(100)	13	(66)
Net loss		$ (13,011)	$ (15,524)	$ (22,582)	$ (31,555)
Net loss per share - basic (in dollars per share)	[1]	$ (1.78)	$ (2.15)	$ (3.10)	$ (4.39)
Net loss per share - diluted (in dollars per share)	[1]	$ (1.78)	$ (2.15)	$ (3.10)	$ (4.39)
Weighted average common shares outstanding - basic (in shares)	[1]	7,316,286	7,211,851	7,291,542	7,189,634
Weighted average common shares outstanding - diluted (in shares)	[1]	7,316,286	7,211,851	7,291,542	7,189,634
Product
Revenue
Total revenue		$ 12,496	$ 15,142	$ 25,187	$ 30,026
Royalty and licensing
Revenue
Total revenue		$ 527	$ 153	$ 673	$ 820
[1] *Adjusted for the 1-for-25 reverse stock split

v3.23.2

Consolidated Statements of Comprehensive (Loss) Income (unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (13,011)	$ (15,524)	$ (22,582)	$ (31,555)
Other comprehensive (loss) income
Foreign currency translation adjustments	(24)	2,113	(628)	2,850
Comprehensive loss	$ (13,035)	$ (13,411)	$ (23,210)	$ (28,705)

v3.23.2

Consolidated Statements of Changes in Stockholder's Equity (unaudited) - USD ($) $ in Thousands		Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive (Loss) Income	Restricted Stock Awards Common Stock
Beginning balance (in shares) at Dec. 31, 2021	[1]		7,441,696
Beginning balance at Dec. 31, 2021		$ 100,552	$ 2	$ 632,513	$ (530,851)	$ (1,112)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock—restricted stock (in shares)	[1]						87,387
Compensation expense related to issued stock options and restricted stock awards		1,583		1,583
Net loss		(31,555)			(31,555)
Other comprehensive (loss) income		2,850				2,850
Ending balance (in shares) at Jun. 30, 2022	[1]		7,529,083
Ending balance at Jun. 30, 2022		73,430	$ 2	634,096	(562,406)	1,738
Beginning balance (in shares) at Mar. 31, 2022	[2]		7,413,309
Beginning balance at Mar. 31, 2022		85,994	$ 2	633,249	(546,882)	(375)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock—restricted stock (in shares)	[2]						115,774
Compensation expense related to issued stock options and restricted stock awards		847		847
Net loss		(15,524)			(15,524)
Other comprehensive (loss) income		2,113				2,113
Ending balance (in shares) at Jun. 30, 2022	[1]		7,529,083
Ending balance at Jun. 30, 2022		$ 73,430	$ 2	634,096	(562,406)	1,738
Beginning balance (in shares) at Dec. 31, 2022		7,502,462	7,502,462
Beginning balance at Dec. 31, 2022		$ 54,179	$ 0	634,647	(581,324)	856
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock—restricted stock (in shares)							375,870
Compensation expense related to issued stock options and restricted stock awards		1,056		1,056
Net loss		(22,582)			(22,582)
Other comprehensive (loss) income		$ (628)				(628)
Ending balance (in shares) at Jun. 30, 2023		7,878,332	7,878,332
Ending balance at Jun. 30, 2023		$ 32,025	$ 0	635,703	(603,906)	228
Beginning balance (in shares) at Mar. 31, 2023			7,497,138
Beginning balance at Mar. 31, 2023		44,625	$ 0	635,268	(590,895)	252
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock—restricted stock (in shares)							381,194
Compensation expense related to issued stock options and restricted stock awards		435		435
Net loss		(13,011)			(13,011)
Other comprehensive (loss) income		$ (24)				(24)
Ending balance (in shares) at Jun. 30, 2023		7,878,332	7,878,332
Ending balance at Jun. 30, 2023		$ 32,025	$ 0	$ 635,703	$ (603,906)	$ 228
[1] *Adjusted for the 1-for-25 reverse stock split [2] *Adjusted for the 1-for-25 reverse stock split

v3.23.2

Consolidated Statements of Changes in Stockholder's Equity (unaudited) (Parenthetical)		3 Months Ended		6 Months Ended
	Oct. 26, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Statement of Stockholders' Equity [Abstract]
Stock split, conversion ratio	0.04	0.04	0.04	0.04	0.04

v3.23.2

Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net loss	$ (22,582)	$ (31,555)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	1,835	2,134
Stock-based compensation expense	1,056	1,583
Unrealized foreign exchange (gain) loss	(495)	3,115
Non-cash lease expense	780	752
Provision for credit losses	132	191
Impairment of long-term assets	80	0
Non-cash interest expense	78	83
Changes in operating assets and liabilities:
Accounts receivable	1,966	(648)
Royalty and licensing receivable	13	125
Inventories	(113)	(1,523)
Prepaid expenses and other assets	167	60
Accounts payable, accrued expenses and other liabilities	(4,054)	(1,079)
Net cash used in operating activities	(21,137)	(26,762)
Cash flows from investing activities:
Acquisition of property and equipment	(1,215)	(990)
Net cash used in investing activities	(1,215)	(990)
Cash flows from financing activities:
Net cash provided by financing activities	0	0
Foreign exchange effect on cash and cash equivalents	(133)	(263)
Decrease in cash, cash equivalents and restricted cash	(22,485)	(28,015)
Cash, cash equivalents and restricted cash beginning of period	49,129	101,118
Cash, cash equivalents and restricted cash end of period	26,644	73,103
Supplemental information:
Cash paid for interest	1,124	715
Non cash investing and financing activities:
Operating leases right-of-use assets obtained in exchange for lease obligations	$ (137)	$ 63

v3.23.2

Consolidated Statements of Operations (unaudited) (Parenthetical)		3 Months Ended		6 Months Ended
	Oct. 26, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Stock split, conversion ratio	0.04	0.04	0.04	0.04	0.04

v3.23.2

Organization and Basis of Presentation	6 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Basis of Presentation	Organization and Basis of Presentation       Conformis, Inc. (together with its subsidiaries, collectively, the “Company”) is a medical technology company that uses its proprietary iFit Image-to-Implant technology platform to develop, manufacture and sell joint replacement implants that are individually sized and shaped, which the Company refers to as personalized, individualized, or sometimes as customized, to fit and conform to each patient’s unique anatomy. The Company also offers Identity Imprint, a new line of total knee replacement products that utilizes a proprietary algorithm to select the implant size that most closely meets the geometric and anatomic requirements of the patient’s knee. Conformis’ sterile, just-in-time, Surgery-in-a-Box delivery system is available with all of its implants and personalized, single-use instruments. The Company’s proprietary iFit technology platform is potentially applicable to all major joints.       The Company was incorporated in Delaware and commenced operations in 2004. The Company introduced its iUni and iDuo in 2007, its iTotal CR in 2011, its iTotal PS in 2015, its Conformis hip system in 2018, and its Identity Imprint in 2021. The Company has its corporate offices in Billerica, Massachusetts. Merger Agreement with restor3d, Inc. On June 22, 2023, the “Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with restor3d, Inc. (“restor3d”) and Cona Merger Sub Inc., a wholly owned subsidiary of restor3d (“Merger Sub”). Upon the terms and subject to the conditions set forth in the Merger Agreement, which has been unanimously adopted by the Board of Directors of the Company (the “Board”), Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of restor3d (the “Merger”). The Board also unanimously resolved to recommend that the Company’s stockholders vote to adopt and approve the Merger Agreement and the Merger. Pursuant to the Merger Agreement, upon the closing of the Merger (the “Closing”), each outstanding share of Company common stock, other than shares owned by the Company, restor3d or Merger Sub (which will be cancelled) and shares with respect to which appraisal rights are properly exercised and not withdrawn under Delaware law, will automatically be converted into the right to receive $2.27 in cash, without interest (the “Merger Consideration”). If the Merger is consummated, the Company’s common stock will be delisted from The Nasdaq Capital Market and deregistered under the Securities Exchange Act of 1934. In connection with the Merger, the vesting of each outstanding restricted stock unit of the Company will accelerate, and the holders of such units will receive an amount per unit equal to the Merger Consideration. All stock options and warrants of the Company that are currently outstanding have a strike price per share greater than the Merger Consideration, and will be cancelled in connection with the Merger without payment, unless exercised prior to consummation of the Merger. The consummation of the Merger is subject to certain customary closing conditions, including (i) the adoption of the Merger Agreement by the holders of a majority of the outstanding shares of the Company’s common stock (the “Stockholder Approval”), and (ii) no temporary restraining order, preliminary or permanent injunction or other order is in effect preventing the consummation of the Merger. Moreover, each party’s obligations to consummate the Merger are subject to certain other conditions, including (a) the accuracy of the other party’s representations and warranties (subject to certain materiality exceptions), (b) the other party’s compliance in all material respects with its obligations under the Merger Agreement, and (c) in the case of restor3d and Merger Sub only, the absence of any event, change, or effect that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined in the Merger Agreement). A special meeting of the stockholders of the Company is scheduled to be held on August 31, 2023 to vote on, among other things, a proposal to adopt the Merger Agreement. Subject to the satisfaction of the closing conditions, the parties anticipate that the Merger will be consummated by the end of the third quarter of 2023. The Merger Agreement contains representations and warranties and covenants of the parties customary for a transaction of this nature. Until the earlier of the termination of the Merger Agreement and the closing of the Merger, the Company has agreed to use its reasonable best efforts to conduct its business in all material respects in the ordinary course of business and has agreed to certain other operating covenants and to not take certain specified actions prior to the consummation of the Merger, as set forth more fully in the Merger Agreement. The Company has also agreed to convene and hold a meeting of its stockholders for the purpose of obtaining the Stockholder Approval. In addition, the Merger Agreement requires that, subject to certain exceptions, the Board recommend that the Company’s stockholders approve the Merger Agreement. In addition, the Company has agreed not to initiate, solicit or knowingly encourage takeover proposals from third parties. The Company has also agreed not to provide non-public information to, or, subject to certain exceptions, engage in discussions or negotiations with, third parties regarding takeover proposals. Notwithstanding these restrictions, prior to the receipt of the Stockholder Approval, the Company may under certain circumstances provide non-public information to and participate in discussions or negotiations with third parties with respect to takeover proposals. Prior to obtaining the Stockholder Approval, the Board may, among other things, change its recommendation that the stockholders approve the Merger Agreement in connection with a Superior Offer or an Intervening Event (in each case, as defined in the Merger Agreement), or terminate the Merger Agreement to enter into an agreement providing for a Superior Offer, subject, in each case, to complying with notice and other specified conditions, including giving restor3d the opportunity to propose revisions to the terms of the Merger Agreement during a period following notice. The Merger Agreement contains certain termination rights for the Company and restor3d, including, among others, the right of (1) the Company to terminate the Merger Agreement in order to enter into an agreement providing for a Superior Offer (subject to the Company’s compliance with certain obligations under the Merger Agreement related to such Superior Offer and such termination) and (2) restor3d to terminate the Merger Agreement if the Board changes its recommendation with respect to the Merger Agreement. The Merger Agreement also provides that under specified circumstances, including in the event of termination by the Company to enter into an agreement providing for a Superior Offer, the Company will be required to pay restor3d a termination fee of $0.9 million and provide restor3d with a non-exclusive license to the Company’s patents except with respect to certain knee and/or hip applications. Liquidity and operations     These consolidated financial statements as of June 30, 2023 and for the three and six months ended June 30, 2023 and 2022, and related interim information contained within the notes to the Consolidated Financial Statements, have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.          Since the Company’s inception in June 2004, it has financed its operations primarily through private placements of preferred stock, its initial public offering in July 2015, other equity financings, debt and convertible debt financings, equipment purchase loans, patent licensing, and product revenue beginning in 2007. The Company has recurring losses and cash used in operating activities for the three and six months ended June 30, 2023 and 2022. At June 30, 2023, the Company had an accumulated deficit of $603.9 million and cash and cash equivalents of $26.2 million, and $0.5 million in restricted cash allocated to a lease deposit. In addition, as of such date, the Company owed $21 million under its secured credit agreement with MidCap Financial Trust (“MidCap”), as agent, and certain lender parties thereto. The credit agreement provides for a five-year, $21 million secured term loan facility. However, as further described below under “Item 1A. Risk Factors,” if the proposed merger transaction with restor3d is not consummated, absent us raising additional capital, MidCap could allege that a material adverse effect has occurred under the credit agreement, which could permit MidCap to accelerate amounts due under the agreement. The recurring losses and uncertainties about the Company's ability to raise capital raise substantial doubt about the Company's ability to continue as a going concern within one year after the issuance date to these financial statements. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company plans to address matters that raise substantial doubt about its ability to continue as a going concern through the completion of the Merger Agreement with restor3d. However, if the merger is not successful, the Company will require additional capital in the near-term to support its business growth and continued operations, and, based on the recent state of equity capital markets and the Company’s exploration of potential financing alternatives, the Company and its board of directors believe that it will be very challenging to obtain such financing on terms that would preserve value for the Company’s current stockholders. Absent the Company being able to obtain a sufficient level of new capital in the near-term, the Company could need to file for bankruptcy protection, which the Company and its board of directors believe would likely result in current Company stockholders receiving little, if any, value for their shares of Company common stock (and, in any event, an amount substantially less than the $2.27 per share of common stock provided for by the Merger Agreement). Basis of presentation and use of estimates       The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States ("U.S. GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. The most significant estimates used in these consolidated financial statements include revenue recognition, accounts receivable valuation, inventory reserves, impairment assessments, income tax reserves and related allowances, and the lives of property and equipment. Actual results may differ from those estimates. The interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Unaudited Interim Financial Information     The accompanying Interim Consolidated Financial Statements as of June 30, 2023 and for the three and six months ended June 30, 2023 and 2022, and related interim information contained within the notes to the Consolidated Financial Statements are unaudited. These unaudited interim consolidated financial statements have been prepared in accordance with GAAP. In management’s opinion, the unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments (including normal recurring adjustments) necessary for the fair presentation of the Company’s financial position as of June 30, 2023, results of operations for and stockholders' equity for the three and six months ended June 30, 2023 and 2022, and comprehensive loss, and cash flows for the six months ended June 30, 2023 and 2022. The results for the three and six months ended June 30, 2023 are not necessarily indicative of the results expected for the full year or any interim period.

v3.23.2

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies       The Company's financial results are affected by the selection and application of accounting policies and methods. There were no material changes in the six months ended June 30, 2023 to the application of significant accounting policies and estimates as described in its audited consolidated financial statements for the year ended December 31, 2022. Concentrations of credit risk and other risks and uncertainties      Financial instruments that subject the Company to credit risk primarily consist of cash, cash equivalents, and accounts receivable. The Company maintains the majority of its cash with accredited financial institutions which mitigates potential risks related to concentration. The Company had $0.6 million as of June 30, 2023 and $1.2 million as of December 31, 2022 held in foreign bank accounts that are not federally insured. In addition, the cash held in U.S bank accounts exceeds the federally insured limits.       The Company and its contract manufacturers rely on sole source suppliers and service providers for certain components. A shortage or stoppage of shipments of the materials or components that the Company purchases could result in a delay in production or adversely affect the Company’s operating results.       For the three and six months ended June 30, 2023, no customer represented greater than 10% of total revenue. For the three and six months ended June 30, 2022, no customer represented greater than 10% of total revenue. As of June 30, 2023 and December 31, 2022, respectively, there was no customer that represented greater than 10% of the total net receivable balance. Principles of consolidation      The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries including ImaTx, Inc., ConforMIS Europe GmbH, ConforMIS UK Limited, ConforMIS Hong Kong Limited, Conformis India LLP, and Conformis Cares LLC. All intercompany balances and transactions have been eliminated in consolidation.   Cash, cash equivalents and restricted cash      The Company considers all highly liquid investment instruments with original maturities of 90 days or less when purchased to be cash equivalents. The Company’s cash equivalents consist of demand deposits and money market accounts. Demand deposits and money market accounts are carried at cost which approximates their fair value. The Company has recorded restricted cash of $0.5 million as of June 30, 2023 and December 31, 2022. Restricted cash consisted of security provided for lease obligations.     The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows. June 30, 2023 December 31, 2022 Cash and cash equivalents $ 26,182  $ 48,667  Restricted cash 462  462  Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 26,644  $ 49,129  Fair value of financial instruments     Certain of the Company’s financial instruments, including cash and cash equivalents (excluding money market funds), accounts receivable, accounts payable, accrued expenses and other liabilities are carried at cost, which approximates their fair value because of the short-term maturity. The carrying value of the debt approximates fair value because the interest rate under the obligation approximates market rates of interest available to the Company for similar instruments.   Accounts receivable and allowance for credit losses      Accounts receivable consist of billed and unbilled amounts due from medical facilities or independent distributors (the "Customer"). Upon completion of a procedure, revenue is recognized and an unbilled receivable is recorded. Under Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers ("ASC 606"), an enforceable contract is met either at or prior to the procedure being performed. Upon receipt of a purchase order from the Customer, the billed receivable is recorded and the unbilled receivable is reversed. As a result, the unbilled receivable balance fluctuates based on the timing of the Company's receipt of purchase orders from the medical facilities. In estimating whether accounts receivable can be collected, the Company performs evaluations of customers and continuously monitors collections and payments and estimates an allowance for credit losses based on the aging of the underlying invoices, collections experience to date and any specific collection issues that have been identified. The allowance for credit losses is recorded in the period in which revenue is recorded or when collection risk is identified. Inventories      Inventories consist of raw materials, work-in-process components and finished goods. Inventories are stated at the lower of cost, determined using the first-in first-out method, or net realizable value. The Company regularly reviews its inventory quantities on hand and related cost and records a provision for any excess or obsolete inventory based on its estimated forecast of product demand and existing product configurations. The Company also reviews its inventory value to determine if it reflects the lower of cost or market, based on net realizable value. Appropriate consideration is given to inventory items sold at negative gross margin, purchase commitments and other factors in evaluating net realizable value. During the three and six months ended June 30, 2023, the Company recognized provisions of $0.6 million and $0.9 million, respectively, to adjust its inventory value to the lower of cost or net realizable value for excess and obsolete reserves, and estimated unused product related to known and potential cancelled cases, which is included in cost of revenue. During the three and six months ended June 30, 2022, the Company recognized provisions of $0.8 million and $2.5 million, respectively, to adjust its inventory value to the lower of cost or net realizable value for excess and obsolete reserves, and estimated unused product related to known and potential cancelled cases, which is included in cost of revenue. Property and equipment      Property and equipment is stated at cost less accumulated depreciation and is depreciated using the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements are amortized over their useful life or the life of the lease, whichever is shorter. Assets capitalized under capital leases are amortized in accordance with the respective class of assets and the amortization is included with depreciation expense. Maintenance and repair costs are expensed as incurred. Long-lived assets      The Company tests impairment of long-lived assets when events or changes in circumstances indicate that the assets might be impaired. If changes in circumstances lead the Company to believe that any of its long-lived assets may be impaired, the Company will test the asset group for recoverability, by evaluating whether the estimated undiscounted cash flows, including estimated residual value, generated from the asset group are sufficient to support the carrying value of the assets. During the quarter ended June 30, 2023, the Company had incurred current-period operating losses associated with its asset group, and as such, an assessment for recoverability was performed. Based on the assessment, the Company deemed its asset group to be recoverable, and no impairment charges were recognized for the quarter ended June 30, 2023. Leases     The Company has elected not to separate non-lease components from all classes of leases. Non-lease components have been accounted for as part of the single lease component to which they are related.     Leases with an anticipated term, inclusive of renewals of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term.     The Company has elected the hindsight practical expedient to determine the lease term for existing leases. This practical expedient enables an entity to use hindsight in determining the lease term when considering options to extend and terminate leases as well as purchase the underlying assets. The operating lease right-of-use assets are subsequently assessed for impairment in accordance with the Company's accounting policy for long-lived assets. Revenue Recognition Product Revenue Recognition Revenue is recognized when, or as, obligations under the terms of a contract are satisfied, which occurs when control of the promised products or services is transferred to customers. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products or services to a customer (“transaction price”). When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, resulting in a significant financing component. Applying the practical expedient in paragraph 606-10-32-18, the Company does not assess whether a significant financing component exists if the period between when the Company performs its obligations under the contract and when the customer pays is one year or less. None of the Company’s contracts contained a significant financing component as of June 30, 2023. Payment is typically due between 30 and 60 days from invoice.     To the extent that the transaction price includes variable consideration, such as prompt-pay discounts or rebates, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the expected value to which the Company expects to be entitled. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Actual amounts of consideration ultimately received may differ from the Company's estimates. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information (historical, current and forecasted) that is reasonably available.          If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price based on the estimated relative standalone selling prices of the promised products or services underlying each performance obligation. The Company determines standalone selling prices based on observable prices or a cost-plus margin approach when one is not available. Revenue is recognized at the time the related performance obligation is satisfied by transferring control of a promised good or service to a customer. The Company's performance obligations are satisfied at the same time, typically upon surgery, therefore, product revenue is recognized at a point in time upon completion of the surgery. Since the Company does not have contracts that extend beyond a duration of one year, there is no transaction price related to performance obligations that have not been satisfied.     Certain customer contracts include terms that allow the Company to bill for orders that are cancelled after the product is manufactured and could result in revenue recognition over time. However, the impact of adopting over time revenue recognition was deemed immaterial. Under the long-term Distribution Agreement with Stryker, the Company supplies patient specific instrumentation to Stryker and revenue is recognized at a point in time, that is, when Stryker obtains control of the products.     Unconditional rights to consideration are reported as receivables. Incidental items that are immaterial in the context of the contract are recognized as expense. The Company records a contract liability when there is an obligation to transfer goods or services to a customer for which the Company has received consideration from the customer. As of January 1, 2023, the contract liability balance was $0.2 million. There was no contract liability balance recorded as of January 1, 2022. At June 30, 2023, the Company had $0.6 million of contract liabilities recorded on the Consolidated Balance Sheets derived from contracts with customers. There were no contract assets recorded at June 30, 2023. The Company did not have any contract assets or liabilities recorded at June 30, 2022. Royalty and Licensing Revenue Recognition     The Company receives ongoing sales-based royalties under its license agreement (the "MicroPort License Agreement") with MicroPort Orthopedics Inc., a wholly owned subsidiary of MicroPort Scientific Corporation, (collectively, "MicroPort"). Royalty revenue is recorded at the expected value of the royalty revenue. On February 9, 2023, the Company entered into a Settlement and License Agreement with Bodycad Laboratories, Inc. ("Bodycad") and Exactech, Inc. ("Exactech"), collectively, (the "Defendants"), pursuant to which the parties have agreed to terms for resolving all of their existing patent disputes. In consideration of the licenses, releases, covenants and other immunities granted by the Company to the Defendants, the Company received an upfront payment following the execution of the Settlement and License Agreement, and will receive an additional payment by June 30, 2023. The agreement provides for the grant of the licenses, covenants-not-to-sue, releases, and other significant deliverables upon receipt of full payment from. These individual rights are not accounted for as separate performance obligations as (i) the nature of the promise, within the context of the agreement, is to transfer combined items to which the promised rights are inputs and (ii) the Company's promise to transfer each individual right described above to the Defendants is not separately identifiable from other promises in the agreement. As a result, the Company accounts for the promises in the agreement as a single performance obligation. The Defendants legally obtained control of the licenses and other rights upon full payment to Conformis. As such, the earnings process was completed and revenue was recognized upon receipt of the full payment, and all other revenue recognition criteria had been met within the scope of ASC 606. On April 26, 2023, the Company entered into a Settlement and License Agreement with Exactech, pursuant to which the parties have agreed to terms for resolving all of their existing patent disputes. In consideration of the licenses, releases, covenants and other immunities granted by the Company to Exactech, the Company received a payment within 30 days following the execution of the agreement. The agreement provides for the grant of the licenses, covenants-not-to-sue, releases, and other significant deliverables upon receipt of full payment from Exactech. These individual rights are not accounted for as separate performance obligations as (i) the nature of the promise, within the context of the agreement, is to transfer combined items to which the promised rights are inputs and (ii) the Company's promise to transfer each individual right described above to Exactech is not separately identifiable from other promises in the agreement. As a result, the Company accounts for the promises in the agreement as a single performance obligation. Exactech legally obtained control of the licenses and other rights upon full payment to Conformis and the completion of other deliverables. On April 8, 2021, the Company entered into a license agreement (the “License Agreement”) with Paragon 28, Inc. ("Paragon 28"), granting Paragon 28 a non-exclusive license under a subset of the Company's U.S. patents for the use of patient-specific instruments with off-the-shelf implants in Paragon 28’s APEX 3D Total Ankle Replacement System. In consideration for the license, the Company received $0.5 million upon execution of the License Agreement, another $0.5 million in October 2021, and received an additional $0.5 million from Paragon 28 on April 7, 2022. In connection with this License Agreement, the Company recognized revenue of $1.0 million during the quarter ended June 30, 2021. The remaining $0.5 million was recognized as revenue during the quarter ended March 31, 2022. On November 8, 2022 the Company entered into a Settlement and License Agreement with Medacta USA, ("Medacta"), pursuant to which both parties have agreed to terms for resolving all of their existing patent disputes. In consideration of the licenses, releases, covenants and other immunities granted by the Company to Medacta, Medacta was required to pay the Company a fee promptly after execution of the Settlement and License Agreement, which was received in full on December 12, 2022. The agreement provides for the grant of the licenses, covenants-not-to-sue, releases, and other significant deliverables upon receipt of the payment from Medacta. These individual rights are not accounted for as separate performance obligations as (i) the nature of the promise, within the context of the agreement, is to transfer combined items to which the promised rights are inputs and (ii) the Company's promise to transfer each individual right described above to Medacta is not separately identifiable from other promises in the agreement. As a result, the Company accounts for the promises in the agreement as a single performance obligation. Medacta legally obtained control of the license and other rights upon payment to Conformis. As such, the earnings process is complete and revenue was recognized upon receipt of the payment, and all other revenue recognition criteria had been met within the scope of ASC 606. In connection with the Settlement and License Agreement, the Company recognized licensing revenue during the year ended December 31, 2022. See “Note H—Commitments and Contingencies, Legal proceedings” for further discussion of the Medacta settlement. Disaggregation of Revenue See "Note K—Segment and Geographic Data" for disaggregated product revenue by geography and product category. Variable Consideration     Revenues from product sales are recorded at the net sales price (transaction price), which includes estimates of variable consideration for which reserves are established and which result from rebates that are offered within contracts between the Company and some of its customers. The amount of variable consideration which is included in the transaction price may be constrained, and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period.     The following table summarizes activity for rebate allowance reserve (in thousands): June 30, 2023 December 31, 2022 Beginning Balance $ 108  $ 79  Provision related to current period sales 104  126  Payments or credits issued to customers (91) (97) Ending Balance $ 121  $ 108  Costs to Obtain and Fulfill a Contract     The Company currently expenses commissions paid for obtaining product sales. Sales commissions are paid following the manufacture and implementation of the implant. Due to the period being less than one year, the Company will apply the practical expedient, whereby the Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in sales and marketing expense. Further, the Company incurs costs to buy, build, replenish, restock, sterilize and replace the reusable instrumentation trays associated with the sale of its products and services. The reusable instrument trays are not contract specific and are used for multiple contracts and customers, therefore does not meet the criteria to capitalize under ASC 606. Shipping and handling costs      Shipping and handling activities prior to the transfer of control to the customer (e.g., when control transfers after delivery) are considered fulfillment activities, and not performance obligations. Amounts invoiced to customers for shipping and handling are classified as revenue. Shipping and handling costs incurred are included in general and administrative expense. Shipping and handling expense was $1.0 million for each of the three months ended June 30, 2023 and 2022, and $2.2 million and $2.4 million for the six months ended June 30, 2023 and 2022, respectively. Taxes collected from customers and remitted to government authorities     The Company’s policy is to present taxes collected from customers and remitted to government authorities on a net basis and not to include tax amounts in revenue. Research and development expense     The Company’s research and development costs consist of engineering, product development, quality assurance, clinical and regulatory expense. These costs primarily relate to employee compensation, including salary, benefits and stock-based compensation. The Company also incurs costs related to consulting fees, revenue share, materials and supplies, and marketing studies, including data management and associated travel expense. Research and development costs are expensed as incurred. Advertising expense      Advertising costs are expensed as incurred, which are included in sales and marketing. Advertising expense was $0.2 million and $0.1 million for the three months ended June 30, 2023 and 2022, respectively, and $0.6 million and $0.2 million for the six months ended June 30, 2023 and 2022, respectively. Segment reporting      Operating segments are defined as components of an enterprise about which separate financial information is available and is evaluated on a regular basis by the chief operating decision-maker, or decision-making group, in deciding how to allocate resources to an individual segment and in assessing performance of the segment. The Company’s chief operating decision-maker is its chief executive officer. The Company’s chief executive officer reviews financial information presented on an aggregate basis for purposes of allocating resources and evaluating financial performance. The Company has one business segment and there are no segment managers who are held accountable for operations, operating results and plans for products or components below the aggregate Company level. Accordingly, in light of the Company’s current product offerings, management has determined that the primary form of internal reporting is aligned with the offering of the Conformis personalized joint replacement products and that the Company operates as one segment. See “Note K—Segment and Geographic Data.”        Foreign currency translation and transactions      The assets and liabilities of the Company’s foreign operations are translated into U.S. dollars at current exchange rates at the balance sheet date, and income and expense items are translated at average rates of exchange prevailing during the quarter. Net translation gains and losses are recorded in accumulated other comprehensive loss. Gains and losses from foreign currency transactions denominated in foreign currencies, including intercompany balances not of a long-term investment nature, are included in the Consolidated Statements of Operations.   Income taxes      Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases, operating losses and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that includes the enactment date.     In evaluating the need for a valuation allowance, the Company considers all reasonably available positive and negative evidence, including recent earnings, expectations of future taxable income and the character of that income. In estimating future taxable income, the Company relies upon assumptions and estimates of future activity including the reversal of temporary differences. Presently, the Company believes that a full valuation allowance is required to reduce deferred tax assets to the amount expected to be realized.       The tax benefit from an uncertain tax position is only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from these positions are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. The Company reviews its tax positions on an annual basis and more frequently as facts surrounding tax positions change. Based on these future events, the Company may recognize uncertain tax positions or reverse current uncertain tax positions, the impact of which would affect the consolidated financial statements.     The Company has operations in the U.S., Germany, the United Kingdom, and India. The operating results of German operations will be permanently reinvested in that jurisdiction. As a result, the Company has only provided for income taxes at local rates when required.     The Company is subject to U.S. federal, state, and foreign income taxes. The Company recorded a provision for income taxes of $31,000 and $(100,000) for the three months ended June 30, 2023 and 2022, respectively and $13,000 and $(66,000) for the six months ended June 30, 2023 and 2022, respectively. The Company recognizes interest and penalties related to income taxes as a component of income tax expense. As of June 30, 2023 and 2022, a cumulative balance of $8,000 and $45,000 of interest and penalties had been accrued, respectively. Please note that as result of the conclusion of a 2017 - 2019 Germany tax audit, the Company has reversed the respective uncertain tax positions for those years, resulting in a reduction of interest and penalties, as they now apply to only tax years 2020 - 2022. The Inflation Reduction Act (IRA) was enacted on August 16, 2022. Based on review of the IRA, the Company does not expect any impact to its tax provision. In particular, the Company does not expect to pay Corporate Alternative Minimum Tax (CAMT) in future years based on its projected losses and not reaching the income thresholds. The IRA introduces a 15% CAMT for corporations whose average annual adjusted financial statement income for any consecutive three-tax-year period preceding the tax year exceeds $1 billion starting in 2023. Stock-based compensation      The Company accounts for stock-based compensation in accordance with ASC 718, Stock Based Compensation ("ASC 718").  ASC 718 requires all stock-based payments to employees and consultants, including grants of stock options, to be recognized in the consolidated statements of operations based on their fair values. The Company uses the Black-Scholes option pricing model to determine the weighted-average fair value of options granted and recognizes the compensation expense of stock-based awards on a straight-line basis over the vesting period of the award.           The determination of the fair value of stock-based payment awards utilizing the Black-Scholes option pricing model is affected by the stock price, exercise price, and a number of assumptions, including expected volatility of the stock, expected life of the option, risk-free interest rate and expected dividends on the stock. The Company evaluates the assumptions used to value the awards at each grant date and if factors change and different assumptions are utilized, stock-based compensation expense may differ significantly from what has been recorded in the past. If there are any modifications or cancellations of the underlying unvested securities, the Company may be required to accelerate, increase or cancel any remaining unearned stock-based compensation expense. Net loss per share      The Company calculates net loss per share in accordance with ASC 260, "Earnings per Share." Basic earnings per share (“EPS”) is calculated by dividing the net income or loss for the period by the weighted average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted EPS is computed by dividing the net income or loss for the period by the weighted average number of common shares outstanding for the period and the weighted average number of dilutive common stock equivalents outstanding for the period determined using the treasury stock method.           The following table sets forth the computation of basic and diluted earnings per share attributable to stockholders (in thousands, except share and per share data):   Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share and per share data) 2023 2022 2023 2022 Numerator:         Basic and diluted loss per share         Net loss $ (13,011) $ (15,524) $ (22,582) $ (31,555) Denominator:         Basic and diluted weighted average shares* 7,316,286  7,211,851  7,291,542  7,189,634  Loss per share attributable to Conformis, Inc. stockholders: Basic and diluted* $ (1.78) $ (2.15) $ (3.10) $ (4.39)   *Adjusted for the 1-for-25 reverse stock split     The following table sets forth potential shares of common stock equivalents that are not included in the calculation of diluted net loss per share because to do so would be anti-dilutive as of the end of each period presented:   Three Months Ended June 30, Six Months Ended June 30,   2023 2022 2023 2022 Stock options and restricted stock awards* 6,169  20,686  20,341  26,629  *Adjusted for the 1-for-25 reverse stock split Recently Adopted Accounting Standards     In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which modifies the measurement approach for credit losses on financial assets measured on an amortized cost basis from an 'incurred loss' method to an 'expected loss' method. In November 2019, the FASB issued ASU 2019-11, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses.” ASU 2019-11 is an accounting pronouncement that amends ASU 2016-13. The ASU 2019-11 amendment provides clarity and improves the codification to ASU 2016-13. The Company adopted these ASUs as of January 1, 2023. The adoption of these ASUs has not had a material impact on the Company's consolidated financial statements or related disclosures.

v3.23.2

Accounts Receivable	6 Months Ended
	Jun. 30, 2023
Accounts Receivable, after Allowance for Credit Loss, Current [Abstract]
Accounts Receivable	Accounts Receivable       Accounts receivable consisted of the following (in thousands): June 30, 2023 December 31, 2022 Total receivables $ 8,310  $ 10,383  Allowance for credit losses (634) (610) Accounts receivable, net $ 7,676  $ 9,773        The beginning accounts receivable balance as of January 1, 2023 and 2022, was $9.8 million and $9.1 million, respectively. All activity within accounts receivables relate to normal operational activity from the period. Accounts receivable included unbilled receivable of $1.2 million and $1.4 million at June 30, 2023 and December 31, 2022, respectively. Write-offs related to accounts receivable were approximately $96,000 and $0 for the three months ended June 30, 2023 and 2022, respectively, and $96,000 and $13,000 for the six months ended June 30, 2023 and 2022, respectively.     Summary of allowance for credit losses and returns activity was as follows (in thousands): June 30, 2023 December 31, 2022 Beginning balance $ (610) $ (257) Provision for expected credit losses (132) (396) Other allowances 12  (7) Accounts receivable write offs 96  50  Ending balance $ (634) $ (610)

v3.23.2

Inventories	6 Months Ended
	Jun. 30, 2023
Inventory Disclosure [Abstract]
Inventories	Inventories       Inventories consisted of the following (in thousands): June 30, 2023 December 31, 2022 Raw Material $ 9,149  $ 9,699  Work in process 1,917  2,118  Finished goods 7,958  7,093  Total inventories, net $ 19,024  $ 18,910

v3.23.2

Property and Equipment	6 Months Ended
	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Property and Equipment	Property and Equipment       Property and equipment consisted of the following (in thousands):   Estimated Useful Life (Years) June 30, 2023 December 31, 2022 Equipment 5-7 $ 20,499  $ 20,490  Furniture and fixtures 5-7 765  765  Computer and software 3 11,113  11,037  Leasehold improvements 3-7 2,251  2,295  Reusable instruments 5 8,173  7,147  Molding and Tooling 5 556  489  Total property and equipment   43,357  42,223  Accumulated depreciation   (35,902) (34,069) Property and equipment, net   $ 7,455  $ 8,154      Depreciation expense related to property and equipment was $0.9 million and $1.0 million for the three months ended June 30, 2023 and 2022, respectively, and $1.8 million and $2.1 million for the six months ended June 30, 2023 and 2022, respectively. For the six months ended June 30, 2023, the Company recognized $0.1 million in impairment charges related to unused manufacturing equipment and building improvements.

v3.23.2

Accrued Expenses	6 Months Ended
	Jun. 30, 2023
Accrued Liabilities and Other Liabilities [Abstract]
Accrued Expenses	Accrued Expenses       Accrued expenses consisted of the following (in thousands): June 30, 2023 December 31, 2022 Accrued employee compensation $ 2,214  $ 4,279  Accrued legal expense 1,034  397  Accrued vendor charges 107  903  Accrued revenue share expense 318  791  Accrued clinical trial expense —  342  Deferred revenue 585  215  Accrued other 994  1,051    $ 5,252  $ 7,978

v3.23.2

Leases	6 Months Ended
	Jun. 30, 2023
Leases [Abstract]
Leases	Leases     The Company maintains its corporate headquarters in a leased building located in Billerica, Massachusetts. The Company maintains its design and manufacturing facilities in leased buildings located in Wilmington, Massachusetts, Wallingford, Connecticut and Hyderabad, India.     The Company's leases have remaining lease terms of approximately one-to-five years, some of which include one or more options to extend the leases for up to five years per renewal. The exercise of lease renewal options is at the sole discretion of the Company. The amounts disclosed in the Consolidated Balance Sheet pertaining to right-of-use assets and lease liabilities are measured based on management’s current expectations of exercising its available renewal options. On May 11, 2021, the Company executed an amendment to extend the term of the Wilmington lease through September 30, 2027.     The Company’s existing leases are not subject to any restrictions or covenants which preclude its ability to pay dividends, obtain financing, or enter into additional leases.     As of June 30, 2023, the Company had not entered into any leases which have not yet commenced which would entitle the Company to significant rights or create additional obligations.     The Company uses either its incremental borrowing rate or the implicit rate in the lease agreement as the basis to calculate the present value of future lease payments at lease commencement. The incremental borrowing rate represents the rate the Company would have to pay to borrow funds on a collateralized basis over a similar term and in a similar economic environment.     The components of lease expense and related cash flows were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2022 2021 Rent expense $ 486  $ 486  $ 974  $ 965  Variable lease cost (1) 182  93  223  201  $ 668  $ 579  $ 1,197  $ 1,166  (1) Variable operating lease expenses consist primarily of common area maintenance and real estate taxes for the three and six months ended June 30, 2023 and 2022.       As of June 30, 2023, the remaining weighted-average lease term of the operating leases was 3.4 years and the weighted-average discount rate was 6.0%.      The future minimum rental payments under these agreements as of June 30, 2023 were as follows (in thousands): Year Minimum Lease Payments 2023 897  2024 2,124  2025 1,869  2026 968  2027 741  Total lease payments $ 6,599  Present value adjustment (654) Present value of lease liabilities $ 5,945

v3.23.2

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies License and revenue share agreements Revenue share agreements       The Company is party to revenue share agreements with certain past and present members of its scientific advisory board under which these advisors agreed to participate on a scientific advisory board and to assist with the development of the Company’s personalized implant products and related intellectual property. These agreements provide that the Company will pay the advisor a specified percentage of the Company’s net revenue, ranging from 0.1% to 1.33%, with respect to the Company’s products on which the advisor made a technical contribution or, in some cases, products covered by one or more claims of one or more Company patents on which the advisor is a named inventor. The specific percentage is determined by reference to product classifications set forth in the agreement and is often tiered based on the level of net revenue collected by the Company on such product sales. The Company’s payment obligations under these agreements typically expire a fixed number of years after expiration or termination of the agreement or a fixed number of years after the first sale of a product, but in some cases expire on a product-by-product basis or expiration of the last to expire of the Company’s patents where the advisor is a named inventor that claims the applicable product.            The Company incurred aggregate revenue share expense including all amounts payable under the Company’s scientific advisory board revenue share agreements of $0.3 million during the three months ended June 30, 2023, representing 2.1% of product revenue and $0.6 million during the six months ended June 30, 2023, representing 2.2% of product revenue and $0.7 million during the three months ended June 30, 2022, representing 4.8% of product revenue and $1.3 million during the six months ended June 30, 2022, representing 4.3% of product revenue. Revenue share expense is included in research and development. Other obligations       In the ordinary course of business, the Company is a party to certain non-cancellable contractual obligations typically related to product royalty and research and development.  The Company accrues a liability for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. There have been no contingent liabilities requiring accrual at June 30, 2023 or December 31, 2022.   Legal proceedings In the ordinary course of the Company's business, the Company is subject to routine risk of litigation, claims and administrative proceedings on a variety of matters, including patent infringement, product liability, securities-related claims, and other claims in the United States and in other countries where the Company sells its products. In the case of matters below in which the Company is a defendant, adverse outcomes of these lawsuits could have a material adverse effect on the Company's business, financial condition or results of operations. The Company is presently unable to predict the outcome of these lawsuits or to reasonably estimate a range of potential losses, if any, related to the lawsuits. Legal costs associated with legal proceedings are accrued as incurred. Proceedings and Complaints Related to the Merger Agreement On July 27, 2023 and July 31, 2023, respectively, two purported Company stockholders filed separate complaints against the Company and the members of its board directors in the United States District Court for the Southern District of New York in cases captioned Burnett v. Conformis Inc., et al., 1:23-cv-06536 (S.D.N.Y.) and Anderson v. Conformis Inc., et al., 1:23-cv-06686 (S.D.N.Y.), respectively. The complaints each assert claims under Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder and Section 20(a) of the Exchange Act, and allege that the proxy statement filed with the SEC on July 24, 2023 regarding the proposed merger transaction with restor3d is materially incomplete and misleading because it fails to disclose certain purportedly material information. Among other remedies, the plaintiffs each seek to enjoin the merger. Between July 24, 2023 and July 27, 2023, counsel to four different purported Company stockholders sent demand letters to counsel for the Company making similar assertions and, in one instance, attaching a draft federal court complaint against the Company and the members of its board directors, asserting similar claims under Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder and Section 20(a) of the Exchange Act and also seeking to enjoin the merger. On July 31, 2023, the Company also received a demand under Section 220 of the Delaware General Corporation Law seeking formal access to the Company’s books and records related to the proposed merger with restor3d and the process leading up to it. Although the ultimate outcome of these matters cannot be predicted with certainty, the Company and the individual defendants believe the claims are without merit and intend to defend against these actions vigorously. If any plaintiffs are successful in obtaining an injunction prohibiting the completion of the merger on the agreed-upon terms, then such injunction may prevent the merger from being completed, or from being completed within the expected time frame. Additional lawsuits against the Company and/or its directors and officers in connection with the merger may be filed in the future. If additional similar complaints are filed or demand letters are sent, absent new or different allegations that are material, the Company will not necessarily announce such additional filings or letters. At this time, the Company is unable to estimate the potential loss or range of losses that might be incurred in connection with these matters. Settlement and License Agreement with Medacta On August 29, 2019, the Company filed a lawsuit against Medacta USA, Inc. in the United States District Court for the District of Delaware. The Company amended its complaint on December 23, 2019, and again on October 14, 2020, adding Medacta International SA (Medacta USA, Inc.’s parent company) as a defendant (Medacta USA, Inc. and Medacta International SA are referred to, together, as “Medacta”). The Company is seeking damages for Medacta’s infringement of certain of the Company’s patents related to patient-specific instrument and implant systems, alleging that Medacta’s multiple lines of patient-specific instruments, as well as the implant components used in conjunction with them, infringe four of the Company’s patents. The accused product lines include Medacta patient-specific instrument and implant systems for knee and shoulder replacement procedures. On January 6, 2020, Medacta filed its answer to the Company's complaint, denying that its patient-specific instrument and implant systems infringe the patents asserted by the Company. Medacta’s answer also alleges the affirmative defense that the Company's asserted patents are invalid. On January 21, 2021, Medacta International SA filed a partial motion to dismiss; on February 16, 2021, the Company filed its opposition to the motion; and on March 2, 2021, Medacta International SA filed its reply. On March 4, 2021, the court issued its opinion on claim construction, ruling in the Company’s favor on the construction of all of the disputed terms. On June 3, 2022, the court denied Medacta International SA’s motion to dismiss. On September 8, 2022, the parties notified the court that an agreement in principle to settle the case had been reached. The trial schedule and case deadlines were canceled, pending the parties’ preparation of and agreement to a definitive settlement agreement. On October 20, 2021, the Company filed a lawsuit against Medacta Germany GmbH and Medacta International SA (together, “Medacta Europe”) in the Regional Court of Düsseldorf ("German Court"). We are seeking damages for Medacta Europe’s infringement of one of our German patents related to patient-specific instrument and implant systems through Medacta Europe’s sales of multiple lines of PSI, as well as the implant components used in conjunction with them, in Germany. The accused product lines include Medacta Europe’s patient-specific instrument and implant systems for knee, hip, and shoulder replacement procedures. Medacta Europe filed its statement of defense on January 31, 2022. The Company filed its reply to Medacta’s statement of defense on April 28, 2022. As of July 28, 2022, the Company delivered security deposits in the amount of EUR 146,000 to the German Court in order to maintain the action. On September 1, 2022, an oral hearing on infringement and liability was held. On September 9, 2022, the parties notified the court that an agreement in principle to settle the case had been reached, and the issuance of further rulings by the court was delayed, pending the parties’ preparation of and agreement to a definitive settlement agreement. On November 8, 2022, the Company entered into a non-exclusive, fully paid up, worldwide settlement and license agreement with Medacta, resolving the matters described in the two preceding paragraphs. Under the terms of this agreement, the Company granted a perpetual, irrevocable, non-exclusive license to Medacta to use patient-specific instrument technology covered by the Company's patents and patent applications with off-the-shelf implants for the knee and shoulder. This license does not extend to patient-specific implants. This license agreement provided for a single lump-sum payment by Medacta to the Company upon entering into the license agreement, which was paid in the fourth quarter of 2022. Litigation with Osteoplastics On March 20, 2020, Osteoplastics LLC ("Osteoplastics"), filed a lawsuit against the Company in the United States District Court for the District of Delaware, and Osteoplastics amended its complaint on April 2, 2020. Osteoplastics alleges that the Company’s proprietary software, including the Company’s iFit software platform, and the Company’s use of its proprietary software for designing and manufacturing medical devices, including implants, infringed seven patents owned by Osteoplastics. On June 15, 2020, the Company filed a motion to dismiss Osteoplastics’ complaint, and on October 21, 2020, the court denied the motion. On November 2, 2020, the Company filed its answer to the amended complaint, denying that it infringed the patents asserted by Osteoplastics and asserting certain affirmative defenses. On June 19, 2023, the Company entered into a settlement and license agreement with Osteoplastics, resolving the patent infringement lawsuit filed by Osteoplastics in March of 2020. A Joint Stipulation of Dismissal with Prejudice was filed on June 22, 2023 and the order of dismissal was entered by the Court on June 23, 2023. Litigation against DePuy On April 30, 2021, the Company filed a lawsuit against DePuy Synthes, Inc., DePuy Synthes Products, Inc., and DePuy Synthes Sales, Inc. (collectively, “DePuy”) in the United States District Court for the District of Delaware, seeking damages for DePuy’s infringement of certain of the Company's patents related to patient-specific instrument and implant systems. The complaint alleges that DePuy’s multiple lines of PSI, as well as the implant components used in conjunction with them, infringe seven of the Company's patents. The accused product lines include DePuy’s patient-specific instrument and implant systems for knee and shoulder replacement procedures. On October 25, 2021, DePuy filed a partial motion to dismiss. On November 15, 2021, the Company filed an amended complaint. On December 6, 2021, DePuy filed a second partial motion to dismiss. The Company opposed the partial motion to dismiss on December 20, 2021, and DePuy filed a reply in support of its partial motion to dismiss on December 27, 2021. On February 14, 2022, the court denied DePuy's partial motion to dismiss. On February 28, 2022, DePuy filed its answer to the Company's amended complaint, denying that its patient-specific instrument and implant systems infringe the patents asserted by the Company. A claim construction hearing was held on February 6, 2023. Supplemental claim construction briefing was completed in March 2023 and a final claim construction order is pending. Discovery in the lawsuit is ongoing. Litigation against Exactech On June 3, 2021, the Company filed a lawsuit against Exactech, Inc. (“Exactech”) in the United States District Court for the Middle District of Florida seeking damages for Exactech’s infringement of certain of the Company's patents related to patient-specific instrument and implant systems. The complaint alleges that Exactech’s line of patient-specific instruments for use with its ankle implant systems, as well as the ankle implant components used in conjunction with them, infringe five of the Company's patents. The Company and Exactech entered into a settlement and license Agreement with an effective date of April 26, 2023 that resolves the patent infringement lawsuit filed by the Company in June of 2021. Under the settlement and license agreement, the Company granted a non-exclusive license to Exactech to use patient-specific instrument technology covered by certain Company patents with off-the-shelf implants for the ankle in exchange for a lump-sum payment and additional consideration. Litigation against Bodycad Laboratories On June 3, 2021, the Company filed a lawsuit against Bodycad Laboratories, Inc., Bodycad USA Corp. (together, “Bodycad”), and Exactech (collectively, “Defendants”), in the United States District Court for the Middle District of Florida seeking damages for Defendants’ infringement of certain of the Company's patents related to patient-specific instrument and implant systems. The complaint alleges that Defendants’ line of patient-specific surgical systems for unicondylar knee replacement surgery and Bodycad’s line of patient-specific surgical systems for knee osteotomy surgery infringe six of the Company's patents. On August 2, 2021, Exactech filed its answer to the complaint, denying that it infringed our asserted patents and also alleging that our asserted patents are invalid. On August 20, 2021, Bodycad filed a motion to dismiss and for a more definite statement. On September 10, 2021, the Company filed an amended complaint that continued to accuse the same products of infringing six of the Company's patents. On September 24, 2021, Defendants filed a motion to dismiss, and the Company opposed the motion to dismiss on October 15, 2021. On March 30, 2022, the court denied Defendants motion to dismiss. On February 9, 2023, the parties entered into a settlement and license agreement that resolves the patent infringement dispute filed by the Company in June of 2021. The parties agreed to an undisclosed amount for the dismissal of all patent litigation between the companies along with a release and license to certain Company patents related to patient-specific instrumentation and knee implants. Litigation against Aetna On May 8, 2020, the Company and an individual plaintiff filed a lawsuit against Aetna, Inc. and Aetna Life Insurance Company (together, “Aetna”) in the United States District Court for the District of Massachusetts seeking damages for Aetna’s improper denial of coverage for personalized knee implants under its health plans and the ones it administers. The Company amended its complaint on August 13, 2020, alleging that Aetna violated its duties under state and federal law, including the Employee Retirement Income Security Act. On March 31, 2021, the court dismissed the Company’s claims against Aetna, but allowed the individual plaintiff’s claims to survive. The individual plaintiff settled his claims against Aetna in October 2021 and the Company subsequently filed a notice of appeal. The Company filed its appeal brief on April 15, 2022. Aetna filed its response to our appeal brief on June 15, 2022. The court is scheduled to hear oral arguments from the parties on the appeal briefs on November 8, 2022. On January 23, 2023, the United States Court of Appeals for the First Circuit revived the Company's trade libel claims against Aetna, finding that Aetna’s policy claims that the Company's knee implants are “experimental” and “investigational” can plausibly be considered actionable product disparagement, and that the district court had erred in dismissing these claims. The court found that the Company has plausibly claimed that Aetna's policy decision caused orthopedic surgeons to stop prescribing its knee replacement implants. The court also revived the Company's related claims for unfair trade practice and interference with advantageous relations. The court issued a scheduling order on March 2, 2023 and discovery in the lawsuit has commenced. The Company intends to continue pursuing these claims against Aetna, and expects to incur additional legal expenses in 2023 (and potentially thereafter) in connection with doing so. The Company is seeking an award of monetary damages and equitable relief. The Company is not presently able to predict the ultimate outcome of this matter or to reasonably estimate a range of potential damages the Company may be awarded, if successful. Indemnification       In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations. In accordance with its bylaws, the Company has indemnification obligations to its officers and directors for certain events or occurrences, subject to certain limits, while they are serving at the Company’s request in such capacity. There have been no claims to date and the Company has a director and officer insurance policy that would be expected to enable it to recover a portion of any amounts paid for future claims.

v3.23.2

Debt and Notes Payable	6 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
Debt and Notes Payable	Note I—Debt and Notes Payable       Long-term debt consisted of the following (in thousands): June 30, 2023 December 31, 2022 MidCap, Term Loan 21,000  21,000  Less unamortized debt issuance costs (361) (437) Long-term debt, less debt issuance costs $ 20,639  $ 20,563           Principal payments due as of June 30, 2023 consisted of the following (in thousands):   Principal Payment 2023 (remainder of the year) —  2024 1,750  2025 10,500  2026 8,750  Total $ 21,000  MidCap Term Loan On November 22, 2021, the Company and its subsidiary, ImaTx, Inc., entered into the New Credit Agreement with MidCap, as agent, and certain lender parties thereto. The New Credit Agreement provides for a five-year, $21 million secured Term Facility. The New Credit Agreement refinanced and replaced the prior secured loan agreement with Innovatus that the Company entered into in June 2019 (the “2019 Secured Loan Agreement”), which agreement has been terminated. The full amount of the $21 million Term Facility was borrowed on the date of entering into the New Credit Agreement, and the Company used these proceeds to repay all outstanding obligations under the 2019 Secured Loan Agreement. The New Credit Agreement has a maturity date of November 1, 2026 and requires interest only payments through October 31, 2024, and thereafter, 24 monthly payments of principal and interest resulting in the Term Facility being fully paid by the maturity date. Interest is payable monthly in arrears at a rate of 5.7% per annum plus one month LIBOR subject to a LIBOR floor of 1%. In addition to the interest charged on the Term Facility, the Company is also obligated to pay certain fees, including an origination fee of 0.5% of the term loan due at closing and a final payment fee of 4.0% of the term loan at the time of final payment. On August 1, 2022, the Company entered into a New Credit Agreement, which replaced references to the LIBOR rate within the existing agreement, with the SOFR interest rate, such that interest will be payable monthly in arrears at a rate of 5.7% per annum plus one month SOFR subject to a SOFR floor of 1%. All other terms under the New Credit agreement remain the same. The obligation of the Company with respect to the New Credit Agreement are secured by a security interest over substantially all of the personal property assets of the Company, including accounts receivable, deposit accounts, intellectual property, investment property, inventory, equipment and equity interests in its subsidiaries. The New Credit Agreement contains customary affirmative and negative covenants, including limitations on our ability to incur additional debt, grant or permit additional liens, make investments and acquisitions, merge or consolidate with others, dispose of assets, pay dividends and distributions, pay subordinated indebtedness and enter into affiliate transactions. In addition, the New Credit Agreement contains a minimum liquidity covenant requiring the Company to maintain unrestricted cash and cash equivalents in excess of $4.0 million. The New Credit Agreement also includes events of default customary for facilities of this type and upon the occurrence of such events of default, subject to customary cure rights, all outstanding loans under the Term Facility may be accelerated. As of June 30, 2023, the Company believes that it was not in breach of any covenants under the secured credit agreement. However, as further described below under “Item 1A. Risk Factors,” if the proposed merger transaction with restor3d is not consummated, absent the Company raising additional capital, MidCap could allege that a material adverse effect has occurred under the credit agreement, which could permit MidCap to accelerate amounts due under the agreement. Should such an event of default actually occur, absent the Company being able to obtain in the near-term, a sufficient level of capital, the Company could need to file for bankruptcy protection, which the Company and its board of directors believe would likely result in current Company stockholders receiving little, if any, value for their shares of Company common stock (and, in any event, an amount substantially less than the $2.27 per share of common stock provided for by the Merger Agreement.

v3.23.2

Stockholders' Equity	6 Months Ended
	Jun. 30, 2023
Equity [Abstract]
Stockholders' Equity	Stockholders’ Equity   Common stock       Common stockholders are entitled to dividends as and when declared by the board of directors, subject to the rights of holders of all classes of stock outstanding having priority rights as to dividends. There have been no dividends declared to date. On March 30, 2021, the Company's board of directors adopted a resolution approving a Certificate of Amendment to the Company's Restated Certificate of Incorporation to increase the Company's number of authorized shares of Common Stock from 200,000,000 to 300,000,000 (the “Certificate of Amendment”). The Company's stockholders approved the Certificate of Amendment at the 2021 Annual Meeting. The total number of the Company's authorized common stock was decreased to 20,000,000 after giving effect to the Reverse Stock Split. Reverse Stock Split At the Company’s 2022 Annual Meeting of Stockholders, the Company’s stockholders approved a proposed amendment to the Company’s Restated Certificate of Incorporation to effect a reverse stock split of all of the Company’s outstanding shares of common stock by one of several fixed ratios between 1-for-2 and 1-for-10 and to correspondingly decrease the number of authorized shares of the Company’s common stock as disclosed in the Company’s proxy statement for the 2022 Annual Meeting of Stockholders. The reverse stock split was proposed to address the Company’s current non-compliance with Nasdaq’s $1.00 per share minimum bid price requirement. On October 26, 2022, the Company held a Special Meeting of Stockholders and the Company’s stockholders approved an additional proposed amendment to the Company’s Restated Certificate of Incorporation to effect a reverse stock split of all of the Company’s outstanding shares of common stock by one of three fixed ratios, 1-for-15, 1-for-20 and 1-for-25, and to correspondingly adjust the number of authorized shares of the Company’s common stock by the approved ratio, 1-for-9, 1-for-12 and 1-for-15, respectively (the “Updated Reverse Stock Split Proposal”), as disclosed in the Company’s proxy statement for the October 26, 2022 Special Meeting of Stockholders. The Updated Reverse Stock Split Proposal amendment was proposed to address the Company’s current non-compliance at such time with Nasdaq’s $1.00 per share minimum bid price requirement. The Company’s Board of Directors determined to proceed with implementing the 1-for-25 reverse stock split that was approved by shareholder on October 26, 2022, and such 1-for-25 reverse stock split was implemented in November 2022 (the “Reverse Stock Split”) . As a result of the Reverse Stock Split, each of the holders of the Company’s Common Stock received one (1) new share of Common Stock for every twenty-five (25) shares such shareholder held immediately prior. Fractional shares as a result of the Reverse Stock Split were paid in cash. The Reverse Stock Split also affected the Company’s outstanding stock options and warrants and resulted in the number of shares underlying such instruments being reduced and the exercise price being increased proportionately to the Reverse Stock Split ratio. All share and per share information in this report has been retroactively adjusted to give effect to the Reverse Stock Split for all periods presented, unless otherwise indicated. The total number of the Company’s authorized shares of preferred stock was not affected by the foregoing. However, the total number of the Company's authorized common stock was decreased to 20,000,000. In connection with the Reverse Stock Split, there was no change in the par value per share of $0.00001. Preferred stock     The Company’s Restated Certificate of Incorporation authorizes the Company to issue 5,000,000 shares of preferred stock, $0.00001 par value, all of which is undesignated. No shares were issued and outstanding at June 30, 2023 and December 31, 2022. Demand registration rights     In conjunction with a private placement, on June 25, 2019, the Company entered into a registration rights agreement (the "Registration Rights Agreement") with Innovatus, Innovatus Life Science Offshore Fund I, LP and Innovatus Life Sciences Offshore Fund I-A, LP (collectively, the "Innovatus Investors") pursuant to which the Company agreed to register for resale the shares held by the Innovatus Investors (the “Shares”) under certain circumstances. Under the Registration Rights Agreement, in the event that the Company receives a written request from the Innovatus Investors that the Company file with the SEC a registration statement covering the resale of all of the Shares, the Company shall promptly but no later than 120 days after the date of such request prepare and file with the SEC such registration statement. The Innovatus Investors have agreed to use best efforts not to make such a request, including by effecting any planned sales of Shares under Rule 144 under the Securities Act. The Company has agreed to use commercially reasonable efforts to cause such registration statement to become effective and to keep such registration statement effective until the date the Shares covered by such registration statement have been sold or may be resold pursuant to Rule 144 without restriction. The Company has agreed to be responsible for all fees and expenses incurred in connection with the registration of the Shares. The Company has granted the Innovatus Investors customary indemnification rights in connection with the registration statement. The Innovatus Investors have also granted the Company customary indemnification rights in connection with the registration statement. Incidental registration rights If the Company proposes to file a registration statement in connection with a public offering of its common stock, subject to certain exceptions, the holders of registrable shares are entitled to notice of registration and, subject to specified exceptions, including market conditions, the Company will be required, upon the holder’s request, to register their then held registrable shares. "At-the-market” program On March 23, 2020, the Company filed a shelf registration statement on Form S-3 (the "Shelf Registration Statement"), which was declared effective by the SEC on August 5, 2020. Under the Shelf Registration Statement, the Company is permitted to sell from time to time up to $200 million of common stock, preferred stock, debt securities, warrants, or units comprised of any combination of these securities, for its own account in one or more offerings. On August 5, 2020, the Company filed with the SEC a prospectus supplement, for the sale and issuance of up to $25 million of its common stock and entered into a sales agreement (the “Sales Agreement”) with Cowen and Company, LLC (“Cowen”) pursuant to which the Company may offer and sell shares of the Company’s common stock to or through Cowen, acting as agent and/or principal, from time to time, in an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act, including without limitation sales made by means of ordinary brokers’ transactions on the NASDAQ Capital Market or otherwise at market prices prevailing at the time of sale, in block transactions, or as otherwise directed by the Company. Under the Sales Agreement, Cowen will use commercially reasonable efforts to sell the Common Stock from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay Cowen a commission of up to 3.0% of the gross sales proceeds of any Common Stock sold through Cowen under the Sales Agreement, and we have provided Cowen with customary indemnification rights. Any shares of Common Stock offered pursuant to the Sales Agreement will be offered and sold pursuant to the Shelf Registration Statement. The Company is not obligated to make any sales of Common Stock under the Sales Agreement. The offering of shares of Common Stock pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all Common Stock subject to the Sales Agreement or (ii) termination of the Sales Agreement in accordance with its terms. As of the date hereof, the Company has not sold any shares under the Sales Agreement. 2021 common stock offering On February 17, 2021, the Company closed an offering of its common stock under the Shelf Registration Statement and issued and sold 3,238,095 shares of its common stock at a public offering price of $26.25 per share (adjusted for the 1-for-25 reverse stock split), for aggregate net proceeds of approximately $79.6 million. The Company intends to use the net proceeds of the offering of the shares for general corporate purposes. Warrants     The Company has issued warrants to certain investors and consultants to purchase shares of the Company’s common stock. Based on the Company’s assessment of the warrants granted in 2013 and 2014 relative to ASC 480, Distinguishing Liabilities from Equity, such warrants are classified as equity. According to ASC 480, an entity shall classify as a liability any financial instrument, other than an outstanding share, that, at inception, both a) embodies an obligation to repurchase the issuer’s equity shares, or is indexed to such obligation and b) requires or may require the issuer to settle the obligation by transferring assets. The warrants do not contain any provision that requires the Company to repurchase the shares and are not indexed to such an obligation. The warrants also do not require the Company to settle by transferring assets. All of these warrants were exercisable immediately upon issuance.     In connection with the September 23, 2020 registered direct offering, the Company issued 379,718 pre-funded common stock warrants with an exercise price of $0.0025 per share and an additional 720,201 common stock warrants with an exercise price of $21.87 per share (in each case, adjusted for the 1-for-25 reverse stock split). All of these warrants are exercisable for one share of common stock and were exercisable immediately. As of June 30, 2023, approximately 240,000 of the common stock warrants have been exercised. The pre-funded warrants were exercisable indefinitely, while the additional warrants are exercisable for 5 years from the date of issuance. All pre-funded warrants were exercised. Based on the Company’s assessment of the warrants granted relative to ASC 480, Distinguishing Liabilities from Equity and ASC 815-40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, these warrants are classified as equity instruments. The fair value of the common stock warrants of approximately $10.2 million at the date of issuance was estimated using the Black-Scholes model which used the following inputs: term of 5 years, risk free rate of 0.28%, 0% dividend yield, volatility of 90.15%, an exercise price of $21.87 and share price of $20.83 per share based on the trading price of the Company’s common stock (adjusted for the 1-for-25 reverse stock split). On June 22, 2023, the Company entered into a warrant exchange agreement with Armistice Capital Master Fund Ltd. (“Armistice”). Pursuant to the agreement, the Company issued 100,000 shares of the Company’s common stock to Armistice, in exchange for the cancellation of an existing warrant agreement pursuant to which Armistice had the right to acquire 480,000 shares of the Company’s common stock at an exercise price of $21.87 per share.     Warrants to purchase 837 and 480,837 shares of common stock were outstanding as of June 30, 2023 and December 31, 2022, respectively. Outstanding common stock warrants are currently exercisable with varying exercise expiration dates from 2024 through 2025. At June 30, 2023 and December 31, 2022, the weighted average warrant exercise price per share for common stock and the weighted average contractual life was as follows: Number of Common Stock Warrants Weighted Average Exercise Price Per Share* Weighted Average Remaining Contractual Life Number of Warrants Exercisable* Weighted Average Price Per Share* Outstanding December 31, 2022 480,837  $ 22.22  2.73 480,837  $ 22.22  Granted —  $ —  —  —  $ —  Exercised —  —  —  —  —  Cancelled/expired (480,000) —  —  (480,000) —  Outstanding June 30, 2023 837  $ 224.00  1.36 837  $ 224.00  Stock option plans      The 2015 Stock Incentive Plan ("2015 Plan") provides for an annual increase, to be added on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2016 and continuing until, and including, the fiscal year ending December 31, 2025, equal to the lesser of (a) 3,000,000 shares of the Company's common stock, (b) 3% of the number of share of its common stock outstanding on the first day of such fiscal year and (c) an amount determined by the Company's board of directors. Effective January 1, 2023, an additional 120,000 shares of the Company's common stock were added to the 2015 Plan under the terms of this provision (adjusted for the 1-for-25 reverse stock split), and at the 2021 Annual Meeting of Stockholders on May 24, 2021, the Company' Stockholders approved a First Amendment to the 2015 Plan to increase by 240,000 (adjusted for the 1-for-25 reverse stock split), the maximum number of shares of common stock available for issuance under the 2015 Plan ("Plan Amendment"). As of June 30, 2023, 31,549 shares of common stock were available for future issuance under the 2015 Plan (adjusted for the 1-for-25 reverse stock split).          On April 29, 2019, the stockholders approved the Conformis, Inc. 2019 Sales Team Performance-Based Equity Incentive Plan ("2019 Sales Team Plan") for up to 3,000,000 shares of common stock available to grant to certain sales representatives or independent sales agents. The 2019 Sales Team Plan provides for the grant of performance-based equity, including incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards. Shares covered by awards under the 2019 Sales Team Plan that expire or are terminated, surrendered, or cancelled without having been fully exercised or are forfeited in whole or in part (including as the result of shares subject to such award being repurchased by us at the original issuance price pursuant to a contractual repurchase right) or that result in any shares not being issued, will again be available for the grant of awards under the 2019 Sales Team Plan. Equity granted under the 2019 Sales Team Plan will expire ten years from the date of grant.     As of June 30, 2023, there were 100,842 shares of common stock available for future issuance under the 2019 Sales Team Plan (adjusted for the 1-for-25 reverse stock split).          Activity under all stock option plans was as follows:   Number of Options Weighted Average Exercise Price per Share Aggregate Intrinsic Value (in Thousands) Outstanding December 31, 2022 175,783  $ 44.76  $ —  Granted —  —  —  Expired (4,727) 146.61  —  Cancelled/Forfeited —  —  —  Outstanding June 30, 2023 171,056  $ 41.95  $ —  Total vested and exercisable 66,708  $ 88.56  $ —             The total fair value of stock options that vested during each of the three and six months ended June 30, 2023 was $0.2 million. The weighted average remaining contractual term for the total stock options outstanding was 7.78 years as of June 30, 2023. The weighted average remaining contractual term for the total stock options vested and exercisable was 6.14 years as of June 30, 2023.     Restricted common stock award activity under the plan was as follows: Number of Shares Weighted Average Fair Value Unvested December 31, 2022 237,966  $ 18.77  Granted 300,598  1.50  Vested (79,692) 17.26  Forfeited (28,778) 14.24  Unvested June 30, 2023 430,094  $ 7.28      The total fair value of restricted common stock awards that vested during the three and six months ended June 30, 2023 was $1.3 million and $1.4 million, respectively. Inducement Awards       In February 2020, the Company granted inducement awards outside of the 2015 Plan and 2019 Sales Team Plan (i) to the Company's Chief Financial Officer in the form of an option to purchase 5,000 shares of the Company's common stock with an exercise price per share equal to $24.50 and 5,000 restricted stock units (in each case, adjusted for the 1-for-25 reverse stock split). The option and restricted stock unit awards were granted as inducements material to their commencement of employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4).     In March 2022, the Company granted inducement awards outside of the 2015 Plan and 2019 Sales Team Plan to the Company's Chief Legal Officer and Corporate Secretary in the form of an option to purchase 18,000 shares of the Company's common stock with an exercise price per share equal to $15.25 and 18,000 restricted stock units (in each case, adjusted for the 1-for-25 reverse stock split). The option and restricted stock unit awards were granted as inducements material to her commencement of employment with the Company in accordance with NASDAQ Listing Rule 5635(c)(4).     In April 2022, the Company granted inducement awards outside of the 2015 Plan and 2019 Sales Team Plan to the Company's Chief Operating Officer in the form of an option to purchase 17,000 shares of the Company's common stock with an exercise price per share equal to $16.00 and 17,000 restricted stock units (in each case, adjusted for the 1-for-25 reverse stock split). The option and restricted stock unit awards were granted as inducements material to his commencement of employment with the Company in accordance with NASDAQ Listing Rule 5635(c)(4). Stock-based compensation       The Company uses the Black-Scholes option pricing model to determine the fair value of stock options. The determination of the fair value of stock-based payment awards on the date of grant using a pricing model is affected by the value of the Company’s common stock as well as assumptions regarding a number of complex and subjective variables. The valuation of the Company’s common stock prior to its initial public offering was performed with the assistance of an independent third-party valuation firm using a methodology that includes various inputs including the Company’s historical and projected financial results, peer company public data and market metrics, such as risk-free interest and discount rates. As the valuations included unobservable inputs that were primarily based on the Company’s own assumptions, the inputs were considered level 3 inputs within the fair value hierarchy.          The fair value of options at date of grant was estimated using the Black-Scholes option pricing model, based on the following assumptions: Three Months Ended June 30, Six Months Ended June 30,   2023 2022 2023 2022 Risk-free interest rate —% 2.68% —% 2.61% Expected term (in years) 0.00 6.52 0.00 6.72 Dividend yield —% —% —% —% Expected volatility —% 89.39% —% 89.21% Risk-free interest rate.    The risk-free interest rate is based on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term on the options. Expected term.    The expected term of stock options represents the period the stock options are expected to remain outstanding and is based on the “SEC Shortcut Approach” as defined in “Share-Based Payment” (SAB 107) ASC 718-10-S99, “Compensation-Stock Compensation-Overall-SEC Materials,” which is the midpoint between the vesting date and the end of the contractual term. With certain stock option grants, the exercise price may exceed the fair value of the common stock. In these instances, the Company adjusts the expected term accordingly. Dividend yield.    The Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future, and, therefore, used an expected dividend yield of zero in the valuation model. Expected volatility.    Expected volatility measures the amount that a stock price has fluctuated or is expected to fluctuate during a period. The Company estimates volatility based on the historical volatility of the Company's stock. Forfeitures.    The Company recognizes forfeitures as they occur.     Stock-based compensation expense was $0.4 million and $0.8 million for the three months ended June 30, 2023 and 2022, respectively, and $1.1 million and $1.6 million for the six months ended June 30, 2023 and 2022, respectively. Stock-based compensation expense was calculated based on awards ultimately expected to vest. To date, the amount of stock-based compensation capitalized as part of inventory was not material.       The following is a summary of stock-based compensation expense (in thousands):   Three Months Ended June 30, Six Months Ended June 30,   2023 2022 2023 2022 Cost of revenues $ 16  $ 16  $ 31  $ (20) Sales and marketing 5  159  140  336  Research and development 70  132  141  270  General and administrative 344  540  744  997    $ 435  $ 847  $ 1,056  $ 1,583      As of June 30, 2023, the Company had $0.9 million of total unrecognized compensation expense for options that will be recognized over a weighted average period of 4.06 years. As of June 30, 2023, the Company had $2.9 million of total unrecognized compensation expense for restricted awards that will be recognized over a weighted average period of 3.24 years.

v3.23.2

Segment and Geographic Data	6 Months Ended
	Jun. 30, 2023
Segment Reporting [Abstract]
Segment and Geographic Data	Note K—Segment and Geographic Data       The Company operates as one reportable segment as described in Note B to the Consolidated Financial Statements. The countries in which the Company has local revenue generating operations have been combined into the following geographic areas: the United States (including Puerto Rico), Germany and the rest of world, which consists of Europe predominately (including the United Kingdom) and other foreign countries. Sales are attributable to a geographic area based upon the customer’s country of domicile and distributors managed by that respective country. Product revenue is also presented by knee and hip which are the Company's major product lines. Net property, plant and equipment are based upon physical location of the assets.       Geographic and product category information consisted of the following (in thousands):   Three Months Ended June 30,   2023 2022 Product revenue Knee Hip Total Knee Hip Total United States $9,809 $968 $10,777 $12,671 $744 $13,415 Germany 736 — 736 707 — 707 Rest of world 983 — 983 1,020 — 1,020   $11,528 $968 $12,496 $14,398 $744 $15,142   Six Months Ended June 30,   2023 2022 Product revenue Knee Hip Total Knee Hip Total United States $19,575 $1,770 $21,345 $24,610 $1,520 $26,130 Germany 1,562 — 1,562 1,885 — 1,885 Rest of world 2,280 — 2,280 2,011 — 2,011   $23,417 $1,770 $25,187 $28,506 $1,520 $30,026 Geographic information consisted of the following (in thousands): June 30, 2023 December 31, 2022 Property and equipment, net     United States $ 7,376  $ 8,065  Germany 38  29  Rest of World 41  60    $ 7,455  $ 8,154

v3.23.2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Basis of presentation and use of estimates	Basis of presentation and use of estimates       The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States ("U.S. GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. The most significant estimates used in these consolidated financial statements include revenue recognition, accounts receivable valuation, inventory reserves, impairment assessments, income tax reserves and related allowances, and the lives of property and equipment. Actual results may differ from those estimates. The interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
Concentrations of credit risk and other risks and uncertainties	Concentrations of credit risk and other risks and uncertainties      Financial instruments that subject the Company to credit risk primarily consist of cash, cash equivalents, and accounts receivable. The Company maintains the majority of its cash with accredited financial institutions which mitigates potential risks related to concentration. The Company had $0.6 million as of June 30, 2023 and $1.2 million as of December 31, 2022 held in foreign bank accounts that are not federally insured. In addition, the cash held in U.S bank accounts exceeds the federally insured limits.       The Company and its contract manufacturers rely on sole source suppliers and service providers for certain components. A shortage or stoppage of shipments of the materials or components that the Company purchases could result in a delay in production or adversely affect the Company’s operating results.
Principles of consolidation	Principles of consolidation      The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries including ImaTx, Inc., ConforMIS Europe GmbH, ConforMIS UK Limited, ConforMIS Hong Kong Limited, Conformis India LLP, and Conformis Cares LLC. All intercompany balances and transactions have been eliminated in consolidation.
Cash, cash equivalents and restricted cash	Cash, cash equivalents and restricted cash     The Company considers all highly liquid investment instruments with original maturities of 90 days or less when purchased to be cash equivalents. The Company’s cash equivalents consist of demand deposits and money market accounts. Demand deposits and money market accounts are carried at cost which approximates their fair value.
Fair value of financial instruments	Fair value of financial instruments     Certain of the Company’s financial instruments, including cash and cash equivalents (excluding money market funds), accounts receivable, accounts payable, accrued expenses and other liabilities are carried at cost, which approximates their fair value because of the short-term maturity. The carrying value of the debt approximates fair value because the interest rate under the obligation approximates market rates of interest available to the Company for similar instruments.
Accounts receivable and allowance for credit losses	Accounts receivable and allowance for credit losses      Accounts receivable consist of billed and unbilled amounts due from medical facilities or independent distributors (the "Customer"). Upon completion of a procedure, revenue is recognized and an unbilled receivable is recorded. Under Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers ("ASC 606"), an enforceable contract is met either at or prior to the procedure being performed. Upon receipt of a purchase order from the Customer, the billed receivable is recorded and the unbilled receivable is reversed. As a result, the unbilled receivable balance fluctuates based on the timing of the Company's receipt of purchase orders from the medical facilities. In estimating whether accounts receivable can be collected, the Company performs evaluations of customers and continuously monitors collections and payments and estimates an allowance for credit losses based on the aging of the underlying invoices, collections experience to date and any specific collection issues that have been identified. The allowance for credit losses is recorded in the period in which revenue is recorded or when collection risk is identified.
Inventories	Inventories     Inventories consist of raw materials, work-in-process components and finished goods. Inventories are stated at the lower of cost, determined using the first-in first-out method, or net realizable value. The Company regularly reviews its inventory quantities on hand and related cost and records a provision for any excess or obsolete inventory based on its estimated forecast of product demand and existing product configurations. The Company also reviews its inventory value to determine if it reflects the lower of cost or market, based on net realizable value. Appropriate consideration is given to inventory items sold at negative gross margin, purchase commitments and other factors in evaluating net realizable value.
Property and equipment	Property and equipment      Property and equipment is stated at cost less accumulated depreciation and is depreciated using the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements are amortized over their useful life or the life of the lease, whichever is shorter. Assets capitalized under capital leases are amortized in accordance with the respective class of assets and the amortization is included with depreciation expense. Maintenance and repair costs are expensed as incurred.
Long-lived assets	Long-lived assets      The Company tests impairment of long-lived assets when events or changes in circumstances indicate that the assets might be impaired. If changes in circumstances lead the Company to believe that any of its long-lived assets may be impaired, the Company will test the asset group for recoverability, by evaluating whether the estimated undiscounted cash flows, including estimated residual value, generated from the asset group are sufficient to support the carrying value of the assets. During the quarter ended June 30, 2023, the Company had incurred current-period operating losses associated with its asset group, and as such, an assessment for recoverability was performed. Based on the assessment, the Company deemed its asset group to be recoverable, and no impairment charges were recognized for the quarter ended June 30, 2023.
Leases	Leases     The Company has elected not to separate non-lease components from all classes of leases. Non-lease components have been accounted for as part of the single lease component to which they are related.     Leases with an anticipated term, inclusive of renewals of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term.     The Company has elected the hindsight practical expedient to determine the lease term for existing leases. This practical expedient enables an entity to use hindsight in determining the lease term when considering options to extend and terminate leases as well as purchase the underlying assets. The operating lease right-of-use assets are subsequently assessed for impairment in accordance with the Company's accounting policy for long-lived assets.
Revenue Recognition	Revenue Recognition Product Revenue Recognition Revenue is recognized when, or as, obligations under the terms of a contract are satisfied, which occurs when control of the promised products or services is transferred to customers. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products or services to a customer (“transaction price”). When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, resulting in a significant financing component. Applying the practical expedient in paragraph 606-10-32-18, the Company does not assess whether a significant financing component exists if the period between when the Company performs its obligations under the contract and when the customer pays is one year or less. None of the Company’s contracts contained a significant financing component as of June 30, 2023. Payment is typically due between 30 and 60 days from invoice.     To the extent that the transaction price includes variable consideration, such as prompt-pay discounts or rebates, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the expected value to which the Company expects to be entitled. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Actual amounts of consideration ultimately received may differ from the Company's estimates. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information (historical, current and forecasted) that is reasonably available.          If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price based on the estimated relative standalone selling prices of the promised products or services underlying each performance obligation. The Company determines standalone selling prices based on observable prices or a cost-plus margin approach when one is not available. Revenue is recognized at the time the related performance obligation is satisfied by transferring control of a promised good or service to a customer. The Company's performance obligations are satisfied at the same time, typically upon surgery, therefore, product revenue is recognized at a point in time upon completion of the surgery. Since the Company does not have contracts that extend beyond a duration of one year, there is no transaction price related to performance obligations that have not been satisfied.     Certain customer contracts include terms that allow the Company to bill for orders that are cancelled after the product is manufactured and could result in revenue recognition over time. However, the impact of adopting over time revenue recognition was deemed immaterial. Under the long-term Distribution Agreement with Stryker, the Company supplies patient specific instrumentation to Stryker and revenue is recognized at a point in time, that is, when Stryker obtains control of the products.     Unconditional rights to consideration are reported as receivables. Incidental items that are immaterial in the context of the contract are recognized as expense. The Company records a contract liability when there is an obligation to transfer goods or services to a customer for which the Company has received consideration from the customer. As of January 1, 2023, the contract liability balance was $0.2 million. There was no contract liability balance recorded as of January 1, 2022. At June 30, 2023, the Company had $0.6 million of contract liabilities recorded on the Consolidated Balance Sheets derived from contracts with customers. There were no contract assets recorded at June 30, 2023. The Company did not have any contract assets or liabilities recorded at June 30, 2022. Royalty and Licensing Revenue Recognition     The Company receives ongoing sales-based royalties under its license agreement (the "MicroPort License Agreement") with MicroPort Orthopedics Inc., a wholly owned subsidiary of MicroPort Scientific Corporation, (collectively, "MicroPort"). Royalty revenue is recorded at the expected value of the royalty revenue. On February 9, 2023, the Company entered into a Settlement and License Agreement with Bodycad Laboratories, Inc. ("Bodycad") and Exactech, Inc. ("Exactech"), collectively, (the "Defendants"), pursuant to which the parties have agreed to terms for resolving all of their existing patent disputes. In consideration of the licenses, releases, covenants and other immunities granted by the Company to the Defendants, the Company received an upfront payment following the execution of the Settlement and License Agreement, and will receive an additional payment by June 30, 2023. The agreement provides for the grant of the licenses, covenants-not-to-sue, releases, and other significant deliverables upon receipt of full payment from. These individual rights are not accounted for as separate performance obligations as (i) the nature of the promise, within the context of the agreement, is to transfer combined items to which the promised rights are inputs and (ii) the Company's promise to transfer each individual right described above to the Defendants is not separately identifiable from other promises in the agreement. As a result, the Company accounts for the promises in the agreement as a single performance obligation. The Defendants legally obtained control of the licenses and other rights upon full payment to Conformis. As such, the earnings process was completed and revenue was recognized upon receipt of the full payment, and all other revenue recognition criteria had been met within the scope of ASC 606. On April 26, 2023, the Company entered into a Settlement and License Agreement with Exactech, pursuant to which the parties have agreed to terms for resolving all of their existing patent disputes. In consideration of the licenses, releases, covenants and other immunities granted by the Company to Exactech, the Company received a payment within 30 days following the execution of the agreement. The agreement provides for the grant of the licenses, covenants-not-to-sue, releases, and other significant deliverables upon receipt of full payment from Exactech. These individual rights are not accounted for as separate performance obligations as (i) the nature of the promise, within the context of the agreement, is to transfer combined items to which the promised rights are inputs and (ii) the Company's promise to transfer each individual right described above to Exactech is not separately identifiable from other promises in the agreement. As a result, the Company accounts for the promises in the agreement as a single performance obligation. Exactech legally obtained control of the licenses and other rights upon full payment to Conformis and the completion of other deliverables. On April 8, 2021, the Company entered into a license agreement (the “License Agreement”) with Paragon 28, Inc. ("Paragon 28"), granting Paragon 28 a non-exclusive license under a subset of the Company's U.S. patents for the use of patient-specific instruments with off-the-shelf implants in Paragon 28’s APEX 3D Total Ankle Replacement System. In consideration for the license, the Company received $0.5 million upon execution of the License Agreement, another $0.5 million in October 2021, and received an additional $0.5 million from Paragon 28 on April 7, 2022. In connection with this License Agreement, the Company recognized revenue of $1.0 million during the quarter ended June 30, 2021. The remaining $0.5 million was recognized as revenue during the quarter ended March 31, 2022. On November 8, 2022 the Company entered into a Settlement and License Agreement with Medacta USA, ("Medacta"), pursuant to which both parties have agreed to terms for resolving all of their existing patent disputes. In consideration of the licenses, releases, covenants and other immunities granted by the Company to Medacta, Medacta was required to pay the Company a fee promptly after execution of the Settlement and License Agreement, which was received in full on December 12, 2022. The agreement provides for the grant of the licenses, covenants-not-to-sue, releases, and other significant deliverables upon receipt of the payment from Medacta. These individual rights are not accounted for as separate performance obligations as (i) the nature of the promise, within the context of the agreement, is to transfer combined items to which the promised rights are inputs and (ii) the Company's promise to transfer each individual right described above to Medacta is not separately identifiable from other promises in the agreement. As a result, the Company accounts for the promises in the agreement as a single performance obligation. Medacta legally obtained control of the license and other rights upon payment to Conformis. As such, the earnings process is complete and revenue was recognized upon receipt of the payment, and all other revenue recognition criteria had been met within the scope of ASC 606. In connection with the Settlement and License Agreement, the Company recognized licensing revenue during the year ended December 31, 2022. See “Note H—Commitments and Contingencies, Legal proceedings” for further discussion of the Medacta settlement. Disaggregation of Revenue See "Note K—Segment and Geographic Data" for disaggregated product revenue by geography and product category. Variable Consideration     Revenues from product sales are recorded at the net sales price (transaction price), which includes estimates of variable consideration for which reserves are established and which result from rebates that are offered within contracts between the Company and some of its customers. The amount of variable consideration which is included in the transaction price may be constrained, and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period.     The following table summarizes activity for rebate allowance reserve (in thousands): June 30, 2023 December 31, 2022 Beginning Balance $ 108  $ 79  Provision related to current period sales 104  126  Payments or credits issued to customers (91) (97) Ending Balance $ 121  $ 108  Costs to Obtain and Fulfill a Contract     The Company currently expenses commissions paid for obtaining product sales. Sales commissions are paid following the manufacture and implementation of the implant. Due to the period being less than one year, the Company will apply the practical expedient, whereby the Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in sales and marketing expense. Further, the Company incurs costs to buy, build, replenish, restock, sterilize and replace the reusable instrumentation trays associated with the sale of its products and services. The reusable instrument trays are not contract specific and are used for multiple contracts and customers, therefore does not meet the criteria to capitalize under ASC 606. Shipping and handling costs      Shipping and handling activities prior to the transfer of control to the customer (e.g., when control transfers after delivery) are considered fulfillment activities, and not performance obligations. Amounts invoiced to customers for shipping and handling are classified as revenue. Shipping and handling costs incurred are included in general and administrative expense. Shipping and handling expense was $1.0 million for each of the three months ended June 30, 2023 and 2022, and $2.2 million and $2.4 million for the six months ended June 30, 2023 and 2022, respectively. Taxes collected from customers and remitted to government authorities     The Company’s policy is to present taxes collected from customers and remitted to government authorities on a net basis and not to include tax amounts in revenue.
Research and development expense	Research and development expense     The Company’s research and development costs consist of engineering, product development, quality assurance, clinical and regulatory expense. These costs primarily relate to employee compensation, including salary, benefits and stock-based compensation. The Company also incurs costs related to consulting fees, revenue share, materials and supplies, and marketing studies, including data management and associated travel expense. Research and development costs are expensed as incurred.
Advertising expense	Advertising expense     Advertising costs are expensed as incurred, which are included in sales and marketing.
Segment reporting	Segment reporting      Operating segments are defined as components of an enterprise about which separate financial information is available and is evaluated on a regular basis by the chief operating decision-maker, or decision-making group, in deciding how to allocate resources to an individual segment and in assessing performance of the segment. The Company’s chief operating decision-maker is its chief executive officer. The Company’s chief executive officer reviews financial information presented on an aggregate basis for purposes of allocating resources and evaluating financial performance. The Company has one business segment and there are no segment managers who are held accountable for operations, operating results and plans for products or components below the aggregate Company level. Accordingly, in light of the Company’s current product offerings, management has determined that the primary form of internal reporting is aligned with the offering of the Conformis personalized joint replacement products and that the Company operates as one segment. See “Note K—Segment and Geographic Data.”
Foreign currency translation and transactions	Foreign currency translation and transactions      The assets and liabilities of the Company’s foreign operations are translated into U.S. dollars at current exchange rates at the balance sheet date, and income and expense items are translated at average rates of exchange prevailing during the quarter. Net translation gains and losses are recorded in accumulated other comprehensive loss. Gains and losses from foreign currency transactions denominated in foreign currencies, including intercompany balances not of a long-term investment nature, are included in the Consolidated Statements of Operations.
Income taxes	Income taxes      Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases, operating losses and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that includes the enactment date.     In evaluating the need for a valuation allowance, the Company considers all reasonably available positive and negative evidence, including recent earnings, expectations of future taxable income and the character of that income. In estimating future taxable income, the Company relies upon assumptions and estimates of future activity including the reversal of temporary differences. Presently, the Company believes that a full valuation allowance is required to reduce deferred tax assets to the amount expected to be realized.       The tax benefit from an uncertain tax position is only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from these positions are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. The Company reviews its tax positions on an annual basis and more frequently as facts surrounding tax positions change. Based on these future events, the Company may recognize uncertain tax positions or reverse current uncertain tax positions, the impact of which would affect the consolidated financial statements.     The Company has operations in the U.S., Germany, the United Kingdom, and India. The operating results of German operations will be permanently reinvested in that jurisdiction. As a result, the Company has only provided for income taxes at local rates when required.     The Company is subject to U.S. federal, state, and foreign income taxes. The Company recorded a provision for income taxes of $31,000 and $(100,000) for the three months ended June 30, 2023 and 2022, respectively and $13,000 and $(66,000) for the six months ended June 30, 2023 and 2022, respectively. The Company recognizes interest and penalties related to income taxes as a component of income tax expense. As of June 30, 2023 and 2022, a cumulative balance of $8,000 and $45,000 of interest and penalties had been accrued, respectively. Please note that as result of the conclusion of a 2017 - 2019 Germany tax audit, the Company has reversed the respective uncertain tax positions for those years, resulting in a reduction of interest and penalties, as they now apply to only tax years 2020 - 2022. The Inflation Reduction Act (IRA) was enacted on August 16, 2022. Based on review of the IRA, the Company does not expect any impact to its tax provision. In particular, the Company does not expect to pay Corporate Alternative Minimum Tax (CAMT) in future years based on its projected losses and not reaching the income thresholds. The IRA introduces a 15% CAMT for corporations whose average annual adjusted financial statement income for any consecutive three-tax-year period preceding the tax year exceeds $1 billion starting in 2023.
Stock-based compensation	Stock-based compensation      The Company accounts for stock-based compensation in accordance with ASC 718, Stock Based Compensation ("ASC 718").  ASC 718 requires all stock-based payments to employees and consultants, including grants of stock options, to be recognized in the consolidated statements of operations based on their fair values. The Company uses the Black-Scholes option pricing model to determine the weighted-average fair value of options granted and recognizes the compensation expense of stock-based awards on a straight-line basis over the vesting period of the award.           The determination of the fair value of stock-based payment awards utilizing the Black-Scholes option pricing model is affected by the stock price, exercise price, and a number of assumptions, including expected volatility of the stock, expected life of the option, risk-free interest rate and expected dividends on the stock. The Company evaluates the assumptions used to value the awards at each grant date and if factors change and different assumptions are utilized, stock-based compensation expense may differ significantly from what has been recorded in the past. If there are any modifications or cancellations of the underlying unvested securities, the Company may be required to accelerate, increase or cancel any remaining unearned stock-based compensation expense.
Net loss per share	Net loss per share      The Company calculates net loss per share in accordance with ASC 260, "Earnings per Share." Basic earnings per share (“EPS”) is calculated by dividing the net income or loss for the period by the weighted average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted EPS is computed by dividing the net income or loss for the period by the weighted average number of common shares outstanding for the period and the weighted average number of dilutive common stock equivalents outstanding for the period determined using the treasury stock method.
Recently Adopted Accounting Standards	Recently Adopted Accounting Standards     In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which modifies the measurement approach for credit losses on financial assets measured on an amortized cost basis from an 'incurred loss' method to an 'expected loss' method. In November 2019, the FASB issued ASU 2019-11, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses.” ASU 2019-11 is an accounting pronouncement that amends ASU 2016-13. The ASU 2019-11 amendment provides clarity and improves the codification to ASU 2016-13. The Company adopted these ASUs as of January 1, 2023. The adoption of these ASUs has not had a material impact on the Company's consolidated financial statements or related disclosures.

v3.23.2

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Schedule of Cash and Cash Equivalents	The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows. June 30, 2023 December 31, 2022 Cash and cash equivalents $ 26,182  $ 48,667  Restricted cash 462  462  Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 26,644  $ 49,129
Schedule of Restrictions on Cash and Cash Equivalents	The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows. June 30, 2023 December 31, 2022 Cash and cash equivalents $ 26,182  $ 48,667  Restricted cash 462  462  Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 26,644  $ 49,129
Schedule of Contract with Customer, Asset and Liability	The following table summarizes activity for rebate allowance reserve (in thousands): June 30, 2023 December 31, 2022 Beginning Balance $ 108  $ 79  Provision related to current period sales 104  126  Payments or credits issued to customers (91) (97) Ending Balance $ 121  $ 108
Schedule of Computation of Basic and Diluted Earnings Per Share Attributable to Stockholders	The following table sets forth the computation of basic and diluted earnings per share attributable to stockholders (in thousands, except share and per share data):   Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share and per share data) 2023 2022 2023 2022 Numerator:         Basic and diluted loss per share         Net loss $ (13,011) $ (15,524) $ (22,582) $ (31,555) Denominator:         Basic and diluted weighted average shares* 7,316,286  7,211,851  7,291,542  7,189,634  Loss per share attributable to Conformis, Inc. stockholders: Basic and diluted* $ (1.78) $ (2.15) $ (3.10) $ (4.39)   *Adjusted for the 1-for-25 reverse stock split
Schedule of Potential Shares of Common Stock Equivalents that are Antidilutive and Not Included in the Calculation of Diluted Net Loss Per Share	The following table sets forth potential shares of common stock equivalents that are not included in the calculation of diluted net loss per share because to do so would be anti-dilutive as of the end of each period presented:   Three Months Ended June 30, Six Months Ended June 30,   2023 2022 2023 2022 Stock options and restricted stock awards* 6,169  20,686  20,341  26,629  *Adjusted for the 1-for-25 reverse stock split

v3.23.2

Accounts Receivable (Tables)	6 Months Ended
	Jun. 30, 2023
Accounts Receivable, after Allowance for Credit Loss, Current [Abstract]
Schedule of Accounts Receivable	Accounts receivable consisted of the following (in thousands): June 30, 2023 December 31, 2022 Total receivables $ 8,310  $ 10,383  Allowance for credit losses (634) (610) Accounts receivable, net $ 7,676  $ 9,773  Summary of allowance for credit losses and returns activity was as follows (in thousands): June 30, 2023 December 31, 2022 Beginning balance $ (610) $ (257) Provision for expected credit losses (132) (396) Other allowances 12  (7) Accounts receivable write offs 96  50  Ending balance $ (634) $ (610)

v3.23.2

Inventories (Tables)	6 Months Ended
	Jun. 30, 2023
Inventory Disclosure [Abstract]
Schedule of Inventories	Inventories consisted of the following (in thousands): June 30, 2023 December 31, 2022 Raw Material $ 9,149  $ 9,699  Work in process 1,917  2,118  Finished goods 7,958  7,093  Total inventories, net $ 19,024  $ 18,910

v3.23.2

Property and Equipment (Tables)	6 Months Ended
	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment	Property and equipment consisted of the following (in thousands):   Estimated Useful Life (Years) June 30, 2023 December 31, 2022 Equipment 5-7 $ 20,499  $ 20,490  Furniture and fixtures 5-7 765  765  Computer and software 3 11,113  11,037  Leasehold improvements 3-7 2,251  2,295  Reusable instruments 5 8,173  7,147  Molding and Tooling 5 556  489  Total property and equipment   43,357  42,223  Accumulated depreciation   (35,902) (34,069) Property and equipment, net   $ 7,455  $ 8,154

v3.23.2

Accrued Expenses (Tables)	6 Months Ended
	Jun. 30, 2023
Accrued Liabilities and Other Liabilities [Abstract]
Schedule of Accrued Expenses	Accrued expenses consisted of the following (in thousands): June 30, 2023 December 31, 2022 Accrued employee compensation $ 2,214  $ 4,279  Accrued legal expense 1,034  397  Accrued vendor charges 107  903  Accrued revenue share expense 318  791  Accrued clinical trial expense —  342  Deferred revenue 585  215  Accrued other 994  1,051    $ 5,252  $ 7,978

v3.23.2

Leases (Tables)	6 Months Ended
	Jun. 30, 2023
Leases [Abstract]
Schedule of the Components of Lease Expenses and Related Cash Flows	The components of lease expense and related cash flows were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2022 2021 Rent expense $ 486  $ 486  $ 974  $ 965  Variable lease cost (1) 182  93  223  201  $ 668  $ 579  $ 1,197  $ 1,166  (1) Variable operating lease expenses consist primarily of common area maintenance and real estate taxes for the three and six months ended June 30, 2023 and 2022.
Schedule of Future Minimum Rental Payments	The future minimum rental payments under these agreements as of June 30, 2023 were as follows (in thousands): Year Minimum Lease Payments 2023 897  2024 2,124  2025 1,869  2026 968  2027 741  Total lease payments $ 6,599  Present value adjustment (654) Present value of lease liabilities $ 5,945

v3.23.2

Debt and Notes Payable (Tables)	6 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
Schedule of Long Term Debt	Long-term debt consisted of the following (in thousands): June 30, 2023 December 31, 2022 MidCap, Term Loan 21,000  21,000  Less unamortized debt issuance costs (361) (437) Long-term debt, less debt issuance costs $ 20,639  $ 20,563
Schedule of Principal Payments Due	Principal payments due as of June 30, 2023 consisted of the following (in thousands):   Principal Payment 2023 (remainder of the year) —  2024 1,750  2025 10,500  2026 8,750  Total $ 21,000

v3.23.2

Stockholders' Equity (Tables)	6 Months Ended
	Jun. 30, 2023
Equity [Abstract]
Schedule of Range of Warrant Prices Per Share for Shares Under Warrants and the Weighted Average Contractual Life	At June 30, 2023 and December 31, 2022, the weighted average warrant exercise price per share for common stock and the weighted average contractual life was as follows: Number of Common Stock Warrants Weighted Average Exercise Price Per Share* Weighted Average Remaining Contractual Life Number of Warrants Exercisable* Weighted Average Price Per Share* Outstanding December 31, 2022 480,837  $ 22.22  2.73 480,837  $ 22.22  Granted —  $ —  —  —  $ —  Exercised —  —  —  —  —  Cancelled/expired (480,000) —  —  (480,000) —  Outstanding June 30, 2023 837  $ 224.00  1.36 837  $ 224.00
Schedule of Activity Under All Stock Option Plans	Activity under all stock option plans was as follows:   Number of Options Weighted Average Exercise Price per Share Aggregate Intrinsic Value (in Thousands) Outstanding December 31, 2022 175,783  $ 44.76  $ —  Granted —  —  —  Expired (4,727) 146.61  —  Cancelled/Forfeited —  —  —  Outstanding June 30, 2023 171,056  $ 41.95  $ —  Total vested and exercisable 66,708  $ 88.56  $ —
Schedule of Restricted Stock Award Activity Under the Plan	Restricted common stock award activity under the plan was as follows: Number of Shares Weighted Average Fair Value Unvested December 31, 2022 237,966  $ 18.77  Granted 300,598  1.50  Vested (79,692) 17.26  Forfeited (28,778) 14.24  Unvested June 30, 2023 430,094  $ 7.28
Schedule of Assumptions Used to Estimate the Fair Value of Options at Date of Grant	The fair value of options at date of grant was estimated using the Black-Scholes option pricing model, based on the following assumptions: Three Months Ended June 30, Six Months Ended June 30,   2023 2022 2023 2022 Risk-free interest rate —% 2.68% —% 2.61% Expected term (in years) 0.00 6.52 0.00 6.72 Dividend yield —% —% —% —% Expected volatility —% 89.39% —% 89.21%
Schedule of Stock-based Compensation	The following is a summary of stock-based compensation expense (in thousands):   Three Months Ended June 30, Six Months Ended June 30,   2023 2022 2023 2022 Cost of revenues $ 16  $ 16  $ 31  $ (20) Sales and marketing 5  159  140  336  Research and development 70  132  141  270  General and administrative 344  540  744  997    $ 435  $ 847  $ 1,056  $ 1,583

v3.23.2

Segment and Geographic Data (Tables)	6 Months Ended
	Jun. 30, 2023
Segment Reporting [Abstract]
Schedule of Revenue by Geographic and Product Category Information	Geographic and product category information consisted of the following (in thousands):   Three Months Ended June 30,   2023 2022 Product revenue Knee Hip Total Knee Hip Total United States $9,809 $968 $10,777 $12,671 $744 $13,415 Germany 736 — 736 707 — 707 Rest of world 983 — 983 1,020 — 1,020   $11,528 $968 $12,496 $14,398 $744 $15,142   Six Months Ended June 30,   2023 2022 Product revenue Knee Hip Total Knee Hip Total United States $19,575 $1,770 $21,345 $24,610 $1,520 $26,130 Germany 1,562 — 1,562 1,885 — 1,885 Rest of world 2,280 — 2,280 2,011 — 2,011   $23,417 $1,770 $25,187 $28,506 $1,520 $30,026
Schedule of Property, Plant and Equipment by Geographic Information	Geographic information consisted of the following (in thousands): June 30, 2023 December 31, 2022 Property and equipment, net     United States $ 7,376  $ 8,065  Germany 38  29  Rest of World 41  60    $ 7,455  $ 8,154

v3.23.2

Organization and Basis of Presentation (Details) - USD ($) $ / shares in Units, $ in Thousands	Nov. 22, 2021	Jun. 30, 2023	Jun. 22, 2023	Dec. 31, 2022
Line of Credit Facility [Line Items]
Accumulated deficit		$ 603,906		$ 581,324
Cash and cash equivalents and investments		26,200
Restricted cash		$ 462		$ 462
Term Loan | MidCap Financial Services, LLC | MidCap Financial Services, LLC Term Loan
Line of Credit Facility [Line Items]
Debt instrument principal	$ 21,000
Credit facility term	5 years
Merger Agreement | Restor3d, Inc.
Line of Credit Facility [Line Items]
Termination fee			$ 900
Merger Agreement | Common Stock | Restor3d, Inc.
Line of Credit Facility [Line Items]
Stock converted right to receive in cash consideration			$ 2.27
Merger Agreement | Common Stock | Restor3d, Inc. | MidCap Financial Services, LLC
Line of Credit Facility [Line Items]
Common stock per share (in dollars per share)		$ 2.27

v3.23.2

Summary of Significant Accounting Policies - Narrative (Details)				1 Months Ended	3 Months Ended				6 Months Ended
	Apr. 26, 2023	Apr. 07, 2022 USD ($)	Apr. 08, 2021 USD ($)	Oct. 31, 2021 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2023 USD ($) segment	Jun. 30, 2022 USD ($)	Jan. 01, 2023 USD ($)	Dec. 31, 2022 USD ($)	Jan. 01, 2022 USD ($)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cash held in foreign bank accounts					$ 600,000				$ 600,000			$ 1,200,000
Restricted cash					462,000				462,000			$ 462,000
Cost of revenue					11,189,000	$ 9,835,000			18,923,000	$ 19,645,000
Impairment charges					0
Contract liability					600,000	0			600,000	0	$ 200,000		$ 0
Contract asset									0	0
Lease agreement payment received period	30 days
Advertising expense					200,000	100,000			$ 600,000	200,000
Number of operating segments | segment									1
Income tax provision					31,000	(100,000)			$ 13,000	(66,000)
Interest and penalties accrued					8,000	45,000			8,000	45,000
Shipping and Handling
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Shipping and handling expense					1,000,000	1,000,000			$ 2,200,000	2,400,000
Paragon 28
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Milestone payment			$ 500,000	$ 500,000
Potential milestone payment		$ 500,000
Revenue recognized							$ 500,000	$ 1,000,000
Minimum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Contract with customer payment period									30 days
Maximum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Contract with customer payment period									60 days
Improper Classification of Cost of Revenue
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cost of revenue					$ 600,000	$ 800,000			$ 900,000	$ 2,500,000

v3.23.2

Summary of Significant Accounting Policies - Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Cash and cash equivalents	$ 26,182	$ 48,667
Restricted cash	462	462
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows	$ 26,644	$ 49,129	$ 73,103	$ 101,118

v3.23.2

Summary of Significant Accounting Policies - Rebate Reserve (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Change in Contract Liabilities
Beginning Balance	$ 108	$ 79
Provision related to current period sales	104	126
Payments or credits issued to customers	(91)	(97)
Ending Balance	$ 121	$ 108

v3.23.2

Summary of Significant Accounting Policies - Expenses and Net Loss Per Share (Details) $ / shares in Units, $ in Thousands			3 Months Ended		6 Months Ended
		Oct. 26, 2022	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) $ / shares shares	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) $ / shares shares
Numerator for basic and diluted loss per share:
Net loss, basic | $			$ (13,011)	$ (15,524)	$ (22,582)	$ (31,555)
Net loss, diluted | $			$ (13,011)	$ (15,524)	$ (22,582)	$ (31,555)
Denominator:
Basic weighted average shares (in shares) | shares	[1]		7,316,286	7,211,851	7,291,542	7,189,634
Diluted weighted average shares (in shares) | shares	[1]		7,316,286	7,211,851	7,291,542	7,189,634
Loss per share attributable to Conformis, Inc. stockholders: basic (in dollars per share) | $ / shares	[1]		$ (1.78)	$ (2.15)	$ (3.10)	$ (4.39)
Loss per share attributable to Conformis, Inc. stockholders: diluted (in dollars per share) | $ / shares	[1]		$ (1.78)	$ (2.15)	$ (3.10)	$ (4.39)
Stock split, conversion ratio		0.04	0.04	0.04	0.04	0.04
[1] *Adjusted for the 1-for-25 reverse stock split

v3.23.2

Summary of Significant Accounting Policies - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details)		3 Months Ended		6 Months Ended
	Oct. 26, 2022	Jun. 30, 2023 shares	Jun. 30, 2022 shares	Jun. 30, 2023 shares	Jun. 30, 2022 shares
Antidilutive Securities Excluded from Computation of Earnings Per Share
Stock split, conversion ratio	0.04	0.04	0.04	0.04	0.04
Stock options and restricted stock awards
Antidilutive Securities Excluded from Computation of Earnings Per Share
Stock options and restricted stock awards		6,169	20,686	20,341	26,629

v3.23.2

Accounts Receivable - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounts Receivable, after Allowance for Credit Loss, Current [Abstract]
Total receivables	$ 8,310	$ 10,383
Allowance for credit losses	(634)	(610)
Accounts receivable, net	$ 7,676	$ 9,773	$ 9,100

v3.23.2

Accounts Receivable - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Receivables [Abstract]
Accounts receivable	$ 7,676		$ 7,676		$ 9,773	$ 9,100
Unbilled receivable	1,200		1,200		1,400
Accounts receivable write offs	$ 96	$ 0	$ 96	$ 13	$ 50

v3.23.2

Accounts Receivable - Allowance for Credit Losses and Returns (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance			$ (610)	$ (257)	$ (257)
Accounts receivable write offs	$ 96	$ 0	96	$ 13	50
Ending balance	$ (634)		(634)		(610)
Trade Accounts Receivable
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Provision for expected credit losses			(132)		(396)
Other Receivable
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Other allowances			$ 12		$ (7)

v3.23.2

Inventories (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Raw Material	$ 9,149	$ 9,699
Work in process	1,917	2,118
Finished goods	7,958	7,093
Total inventories, net	$ 19,024	$ 18,910

v3.23.2

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Property and equipment
Total property and equipment	$ 43,357	$ 42,223
Accumulated depreciation	(35,902)	(34,069)
Property and equipment, net	7,455	8,154
Equipment
Property and equipment
Total property and equipment	$ 20,499	20,490
Equipment | Minimum
Property and equipment
Estimated useful life	5 years
Equipment | Maximum
Property and equipment
Estimated useful life	7 years
Furniture and fixtures
Property and equipment
Total property and equipment	$ 765	765
Furniture and fixtures | Minimum
Property and equipment
Estimated useful life	5 years
Furniture and fixtures | Maximum
Property and equipment
Estimated useful life	7 years
Computer and software
Property and equipment
Estimated useful life	3 years
Total property and equipment	$ 11,113	11,037
Leasehold improvements
Property and equipment
Total property and equipment	$ 2,251	2,295
Leasehold improvements | Minimum
Property and equipment
Estimated useful life	3 years
Leasehold improvements | Maximum
Property and equipment
Estimated useful life	7 years
Reusable instruments
Property and equipment
Estimated useful life	5 years
Total property and equipment	$ 8,173	7,147
Molding and Tooling
Property and equipment
Estimated useful life	5 years
Total property and equipment	$ 556	$ 489

v3.23.2

Property and Equipment - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation	$ 900	$ 1,000	$ 1,800	$ 2,100
Impairment charges			$ 80	$ 0

v3.23.2

Accrued Expenses (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Accrued Liabilities and Other Liabilities [Abstract]
Accrued employee compensation	$ 2,214	$ 4,279
Accrued legal expense	1,034	397
Accrued vendor charges	107	903
Accrued revenue share expense	318	791
Accrued clinical trial expense	0	342
Deferred revenue	585	215
Accrued other	994	1,051
Total	$ 5,252	$ 7,978

v3.23.2

Leases - Narrative (Details)	6 Months Ended
	Jun. 30, 2023 extension
Lessee, Lease, Description [Line Items]
Number of renewal options	1
Weighted average remaining lease term	3 years 4 months 24 days
Weighted average discount rate	6.00%
Billerica Facility
Lessee, Lease, Description [Line Items]
Renewal term	5 years
Minimum
Lessee, Lease, Description [Line Items]
Remaining lease term	1 year
Maximum
Lessee, Lease, Description [Line Items]
Remaining lease term	5 years

v3.23.2

Leases - Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Leases [Abstract]
Rent expense	$ 486	$ 486	$ 974	$ 965
Variable lease cost	182	93	223	201
Total lease cost	$ 668	$ 579	$ 1,197	$ 1,166

v3.23.2

Leases - Schedule of Lease Maturities (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Leases [Abstract]
2023	$ 897
2024	2,124
2025	1,869
2026	968
2027	741
Total lease payments	6,599
Present value adjustment	(654)
Present value of lease liabilities	$ 5,945

v3.23.2

Commitments and Contingencies (Details) € in Thousands						3 Months Ended		6 Months Ended
	Sep. 10, 2021 patent	Jun. 03, 2021 patent	Apr. 30, 2021 patent	Mar. 20, 2020 patent	Aug. 29, 2019 patent	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)	Jul. 28, 2022 EUR (€)
License and revenue share agreements
Loss contingency accrual | $						$ 0		$ 0		$ 0
Conformis V Medacta
License and revenue share agreements
Gain contingency, patents allegedly infringed					4
Security deposit | €											€ 146
Osteoplastics V Conformis
License and revenue share agreements
Loss contingency, patents allegedly infringed				7
Conformis V DePuy
License and revenue share agreements
Gain contingency, patents allegedly infringed			7
Conformis V Exactech
License and revenue share agreements
Gain contingency, patents allegedly infringed		5
Conformis V Bodycad and Exactech
License and revenue share agreements
Gain contingency, patents allegedly infringed	6	6
Revenue Share Agreements
License and revenue share agreements
Revenue share expense | $						$ 300,000	$ 700,000	$ 600,000	$ 1,300,000
Revenue share expense as a percentage of product revenues						2.10%	4.80%	2.20%	4.30%
Minimum | Revenue Share Agreements | Members of Scientific Advisory Board
License and revenue share agreements
Required payment to related party from net revenues of current and planned products (as a percent)								0.10%
Maximum | Revenue Share Agreements | Members of Scientific Advisory Board
License and revenue share agreements
Required payment to related party from net revenues of current and planned products (as a percent)								1.33%

v3.23.2

Debt and Notes Payable - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Debt and Notes Payable
Less unamortized debt issuance costs	$ (361)	$ (437)
Long-term debt, less debt issuance costs	20,639	20,563
MidCap Financial Services, LLC | Term Loan
Debt and Notes Payable
MidCap, Term Loan	$ 21,000	$ 21,000

v3.23.2

Debt and Notes Payable - Maturities of Long Term Debt (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Debt Disclosure [Abstract]
2023 (remainder of the year)	$ 0
2024	1,750
2025	10,500
2026	8,750
Total	$ 21,000

v3.23.2

Debt and Notes Payable - Narrative (Details) - MidCap Financial Services, LLC - USD ($) $ / shares in Units, $ in Millions	Nov. 22, 2021	Oct. 31, 2021	Jun. 30, 2023
Common Stock | Merger Agreement | Restor3d, Inc.
Debt and Notes Payable
Common stock per share (in dollars per share)			$ 2.27
Term Loan
Debt and Notes Payable
Minimum liquidity covenant	$ 4.0
Term Loan | MidCap Financial Services, LLC Term Loan
Debt and Notes Payable
Credit facility term	5 years
Debt instrument principal	$ 21.0
Origination fee		0.50%
Final payment fee		4.00%
Term Loan | MidCap Financial Services, LLC Term Loan | London Interbank Offered Rate (LIBOR)
Debt and Notes Payable
Margin rate (as a percent)		5.70%
Term Loan | MidCap Financial Services, LLC Term Loan | London Interbank Offered Rate (LIBOR) | Minimum
Debt and Notes Payable
Variable rate floor		1.00%
Term Loan | MidCap Financial Services, LLC Term Loan | Secured Overnight Financing Rate (SOFR)
Debt and Notes Payable
Margin rate (as a percent)		5.70%
Term Loan | MidCap Financial Services, LLC Term Loan | Secured Overnight Financing Rate (SOFR) | Minimum
Debt and Notes Payable
Variable rate floor		1.00%

v3.23.2

Stockholders' Equity - Common Stock (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022	Oct. 26, 2022	Mar. 30, 2021	Mar. 29, 2021
Equity [Abstract]
Common stock dividends declared to date	$ 0
Common stock, shares authorized (in shares)	20,000,000	20,000,000	20,000,000	300,000,000	200,000,000

v3.23.2

Stockholders' Equity - Reverse Stock Split (Details)		1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Oct. 26, 2022 $ / shares shares	Nov. 30, 2022	Jun. 30, 2023 $ / shares shares	Jun. 30, 2022	Jun. 30, 2023 $ / shares shares	Jun. 30, 2022	Dec. 31, 2022 $ / shares shares	Mar. 30, 2021 shares	Mar. 29, 2021 shares
Class of Stock [Line Items]
Stock split, conversion ratio	0.04		0.04	0.04	0.04	0.04
Common stock, shares authorized (in shares) | shares	20,000,000		20,000,000		20,000,000		20,000,000	300,000,000	200,000,000
Common stock, par value (in dollars per share) | $ / shares	$ 0.00001		$ 0.00001		$ 0.00001		$ 0.00001
Approved Ratio One
Class of Stock [Line Items]
Stock split, conversion ratio	0.11
Approved Ratio Two
Class of Stock [Line Items]
Stock split, conversion ratio	0.083
Approved Ratio Three
Class of Stock [Line Items]
Stock split, conversion ratio	0.07
Fixed Ratio One
Class of Stock [Line Items]
Stock split, conversion ratio	0.06
Fixed Ratio Two
Class of Stock [Line Items]
Stock split, conversion ratio	0.05
Fixed Ratio Three
Class of Stock [Line Items]
Stock split, conversion ratio	0.04	0.04
Minimum
Class of Stock [Line Items]
Stock split, conversion ratio							0.5
Maximum
Class of Stock [Line Items]
Stock split, conversion ratio							0.1

v3.23.2

Stockholders' Equity - Preferred Stock (Details) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Equity [Abstract]
Preferred stock, shares authorized (in shares)	5,000,000	5,000,000
Preferred stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0

v3.23.2

Stockholders' Equity - Demand Registration Rights (Details)	Jun. 25, 2019
2019 Rights Agreement
Demand registration rights
Maximum days to register for resale shares held by investors	120 days

v3.23.2

Stockholders' Equity - At-the-Market Program (Details) - USD ($) $ in Millions	Aug. 05, 2020	Mar. 23, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Amount of equity able to raise		$ 200
Cowen Sales Agreement
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Amount of equity able to raise	$ 25
Broker commissions	3.00%

v3.23.2

Stockholders' Equity - 2021 Common Stock Offering (Details) $ / shares in Units, $ in Millions			3 Months Ended		6 Months Ended
	Oct. 26, 2022	Feb. 17, 2021 USD ($) $ / shares shares	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock split, conversion ratio	0.04		0.04	0.04	0.04	0.04
Shelf Registration Statement
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued in transaction (in shares) | shares		3,238,095
Sale of stock (in dollars per share) | $ / shares		$ 26.25
Stock split, conversion ratio		0.04
Proceeds received from sale of stock | $		$ 79.6

v3.23.2

Stockholders' Equity - Warrants (Details) $ in Millions			3 Months Ended		6 Months Ended		33 Months Ended
	Oct. 26, 2022	Sep. 23, 2020 USD ($) $ / shares shares	Jun. 30, 2023 $ / shares shares	Jun. 30, 2022	Jun. 30, 2023 $ / shares shares	Jun. 30, 2022	Jun. 30, 2023 $ / shares shares	Jun. 22, 2023 $ / shares shares	Dec. 31, 2022 $ / shares shares
Class of Warrant or Right [Line Items]
Stock split, conversion ratio	0.04		0.04	0.04	0.04	0.04
Warrant Exchange Agreement With Armistice Capital Master Fund Ltd
Class of Warrant or Right [Line Items]
Exercise price of warrants or rights (in dollars per share) | $ / shares								$ 21.87
Number of warrants, outstanding (in shares)								100,000
Number of warrants shares, right to acquire								480,000
Pre-Funded Warrants
Class of Warrant or Right [Line Items]
Number of shares issued in transaction (in shares)		379,718
Exercise price of warrants or rights (in dollars per share) | $ / shares		$ 0.0025
Warrant granted during period (in shares)		720,201
Stock split, conversion ratio		0.04
Warrants and rights outstanding, term		5 years
Fair value of the common stock warrants | $		$ 10.2
Common Stock Warrants
Class of Warrant or Right [Line Items]
Exercise price of warrants or rights (in dollars per share) | $ / shares			$ 224.00		$ 224.00		$ 224.00		$ 22.22
Warrant granted during period (in shares)					0
Exercised (in share)					0		240,000
Number of warrants, outstanding (in shares)			837		837		837		480,837
Expected Term | Pre-Funded Warrants
Class of Warrant or Right [Line Items]
Warrants, measurement input term		5 years
Risk Free Interest Rate | Pre-Funded Warrants
Class of Warrant or Right [Line Items]
Warrants, measurement input		0.0028
Dividend Yield | Pre-Funded Warrants
Class of Warrant or Right [Line Items]
Warrants, measurement input		0
Volatility | Pre-Funded Warrants
Class of Warrant or Right [Line Items]
Warrants, measurement input		0.9015
Exercise Price | Pre-Funded Warrants
Class of Warrant or Right [Line Items]
Warrants, measurement input | $ / shares		21.87
Share Price | Pre-Funded Warrants
Class of Warrant or Right [Line Items]
Warrants, measurement input | $ / shares		20.83
Registered Direct Offering | Common Stock Warrants
Class of Warrant or Right [Line Items]
Exercise price of warrants or rights (in dollars per share) | $ / shares		$ 21.87
Stock split, conversion ratio		0.04

v3.23.2

Stockholders' Equity - Warrants and Common Stock Warrants (Details) - Common Stock Warrants - $ / shares	6 Months Ended	12 Months Ended	33 Months Ended
	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2023
Number of Warrants
Outstanding at beginning of period (in shares)	480,837
Granted (in shares)	0
Exercised (in shares)	0
Cancelled/expired (in shares)	(480,000)
Outstanding at end of period (in shares)	837	480,837	837
Weighted Average Exercise Price Per Share
Outstanding at beginning of period (in dollars per share)	$ 22.22
Granted (in dollars per share)	0
Exercised (in dollars per share)	0
Cancelled/expired (in dollars per share)	0
Outstanding at end of period (in dollars per share)	$ 224.00	$ 22.22	$ 224.00
Weighted Average Remaining Contractual Life
Weighted average remaining contractual life, outstanding (in years)	1 year 4 months 9 days	2 years 8 months 23 days
Number of Warrants Exercisable
Outstanding at beginning of period (in shares)	480,837
Granted (in shares)	0
Exercised (in share)	0		(240,000)
Cancelled/expired (in share)	(480,000)
Outstanding at end of period (in shares)	837	480,837	837
Weighted Average Price Per Share
Outstanding at beginning of period (in dollars per share)	$ 224.00	$ 22.22	$ 224.00
Granted (in dollars per share)	0
Exercised (in dollars per share)	0
Cancelled/expired (in dollars per share)	0
Outstanding at end of period (in dollars per share)	$ 224.00	$ 22.22	$ 224.00

v3.23.2

Stockholders' Equity - Stock Option Plans Narrative (Details) $ in Millions						3 Months Ended		6 Months Ended
	Mar. 31, 2023	Oct. 26, 2022	Jan. 01, 2022	May 24, 2021 shares	Apr. 29, 2019 shares	Jun. 30, 2023 USD ($) shares	Jun. 30, 2022	Jun. 30, 2023 USD ($) shares	Jun. 30, 2022	Jan. 01, 2023 shares	Dec. 31, 2022 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock split, conversion ratio		0.04				0.04	0.04	0.04	0.04
Weighted average grant date fair value, vested | $						$ 0.2		$ 0.2
Weighted average remaining contractual term, outstanding								7 years 9 months 10 days
Weighted average remaining contractual term, vested and exercisable								6 years 1 month 20 days
Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
common stock available for future issuance (in shares)						430,094		430,094			237,966
Weighted average grant date fair value, vested | $						$ 1.3		$ 1.4
2015 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Additional shares authorized, maximum annual amount (in shares)				240,000		3,000,000		3,000,000		120,000
Additional shares authorized, maximum annual percentage						3.00%		3.00%
Stock split, conversion ratio	0.04			0.04
Common stock available for future issuance (in shares)						31,549		31,549
2015 Plan | Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock split, conversion ratio			0.04
2019 Sales Team Plan | Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock split, conversion ratio	0.04
Number of shares authorized (in shares)					3,000,000
Award expiration period					10 years
common stock available for future issuance (in shares)						100,842		100,842

v3.23.2

Stockholders' Equity - Stock Option Plans (Details) - Stock Options $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($) $ / shares shares
Number of Options
Balance outstanding at the beginning of the period (in shares) | shares	175,783
Granted (in shares) | shares	0
Expired (in shares) | shares	(4,727)
Cancelled/Forfeited (in shares) | shares	0
Balance outstanding at the ending of the period (in shares) | shares	171,056
Total vested and exercisable (in shares) | shares	66,708
Weighted Average Exercise Price per Share
Balance at the beginning of the period (in dollars per share) | $ / shares	$ 44.76
Granted (in dollars per share) | $ / shares	0
Expired (in dollars per share) | $ / shares	146.61
Cancelled/Forfeited (in dollars per share) | $ / shares	0
Balance at the ending of the period (in dollars per share) | $ / shares	41.95
Total vested and exercisable (in dollars per share) | $ / shares	$ 88.56
Aggregate Intrinsic Value
Outstanding at end of the period | $	$ 0
Total vested and exercisable | $	$ 0

v3.23.2

Stockholders' Equity - Schedule of Restricted Common Stock Award Activity (Details) - Restricted Stock Awards	6 Months Ended
	Jun. 30, 2023 $ / shares shares
Number of Shares
Unvested beginning of period (in shares) | shares	237,966
Granted (in shares) | shares	300,598
Vested (in shares) | shares	(79,692)
Forfeited (in shares) | shares	(28,778)
Unvested ending of period (in shares) | shares	430,094
Weighted Average Fair Value
Unvested beginning of period (in dollars per share) | $ / shares	$ 18.77
Granted (in dollars per share) | $ / shares	1.50
Vested (in dollars per share) | $ / shares	17.26
Forfeited (in dollars per share) | $ / shares	14.24
Unvested ending of period (in dollars per share) | $ / shares	$ 7.28

v3.23.2

Stockholders' Equity - Inducement Awards (Details)		1 Months Ended			3 Months Ended		6 Months Ended
	Oct. 26, 2022	Apr. 30, 2022 $ / shares shares	Mar. 31, 2022 $ / shares shares	Feb. 29, 2020 $ / shares shares	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023 shares	Jun. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock split, conversion ratio	0.04				0.04	0.04	0.04	0.04
Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)							300,598
Chief Financial Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock split, conversion ratio			0.04	0.04
Chief Financial Officer | Inducement Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)			18,000	5,000
Granted (in dollars per share) | $ / shares			$ 15.25	$ 24.50
Chief Financial Officer | Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)			18,000	5,000
Chief Operating Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock split, conversion ratio		0.04
Chief Operating Officer | Inducement Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)		17,000
Granted (in dollars per share) | $ / shares		$ 16.00
Chief Operating Officer | Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)		17,000

v3.23.2

Stockholders' Equity - Stock-based Compensation (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Equity [Abstract]
Risk-free interest rate	0.00%	2.68%	0.00%	2.61%
Expected term (in years)	0 years	6 years 6 months 7 days	0 years	6 years 8 months 19 days
Dividend yield	0.00%	0.00%	0.00%	0.00%
Expected volatility	0.00%	89.39%	0.00%	89.21%

v3.23.2

Stockholders' Equity - Stock-based Compensation Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Share-based compensation
Stock-based compensation expense	$ 435	$ 847	$ 1,056	$ 1,583
Stock Options
Share-based compensation
Unrecognized compensation expense	900		$ 900
Period for unrecognized compensation expense to be recognized			4 years 21 days
Restricted Stock Awards
Share-based compensation
Unrecognized compensation expense	$ 2,900		$ 2,900
Period for unrecognized compensation expense to be recognized			3 years 2 months 26 days

v3.23.2

Stockholders' Equity - Summary of Stock-based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Share-based compensation
Stock-based compensation expense	$ 435	$ 847	$ 1,056	$ 1,583
Cost of revenues
Share-based compensation
Stock-based compensation expense	16	16	31	(20)
Sales and marketing
Share-based compensation
Stock-based compensation expense	5	159	140	336
Research and development
Share-based compensation
Stock-based compensation expense	70	132	141	270
General and administrative
Share-based compensation
Stock-based compensation expense	$ 344	$ 540	$ 744	$ 997

v3.23.2

Segment and Geographic Data - Narrative (Details)	6 Months Ended
	Jun. 30, 2023 segment
Segment Reporting [Abstract]
Number of reportable segments	1

v3.23.2

Segment and Geographic Data - Geographic and Product Category Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Geographic information for Product Revenue and Property and equipment, net
Revenue	$ 13,023	$ 15,295	$ 25,860	$ 30,846
Property and equipment, net	7,455		7,455		$ 8,154
United States
Geographic information for Product Revenue and Property and equipment, net
Property and equipment, net	7,376		7,376		8,065
Germany
Geographic information for Product Revenue and Property and equipment, net
Property and equipment, net	38		38		29
Rest of World
Geographic information for Product Revenue and Property and equipment, net
Property and equipment, net	41		41		$ 60
Product
Geographic information for Product Revenue and Property and equipment, net
Revenue	12,496	15,142	25,187	30,026
Product | United States
Geographic information for Product Revenue and Property and equipment, net
Revenue	10,777	13,415	21,345	26,130
Product | Germany
Geographic information for Product Revenue and Property and equipment, net
Revenue	736	707	1,562	1,885
Product | Rest of World
Geographic information for Product Revenue and Property and equipment, net
Revenue	983	1,020	2,280	2,011
Knee
Geographic information for Product Revenue and Property and equipment, net
Revenue	11,528	14,398	23,417	28,506
Knee | United States
Geographic information for Product Revenue and Property and equipment, net
Revenue	9,809	12,671	19,575	24,610
Knee | Germany
Geographic information for Product Revenue and Property and equipment, net
Revenue	736	707	1,562	1,885
Knee | Rest of World
Geographic information for Product Revenue and Property and equipment, net
Revenue	983	1,020	2,280	2,011
Hip
Geographic information for Product Revenue and Property and equipment, net
Revenue	968	744	1,770	1,520
Hip | United States
Geographic information for Product Revenue and Property and equipment, net
Revenue	968	744	1,770	1,520
Hip | Germany
Geographic information for Product Revenue and Property and equipment, net
Revenue	0	0	0	0
Hip | Rest of World
Geographic information for Product Revenue and Property and equipment, net
Revenue	$ 0	$ 0	$ 0	$ 0

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