Restatement of Previously Issued Consolidated Financial Statements | Note 13. Restatement of Previously Issued Consolidated Financial Statements In the course of preparing the Company’s Condensed Consolidated Financial Statements as of and for the three and six months ended June 30, 2024, the Company determined that a correction was necessary with respect to the Company’s reporting and recording of the fair value of the Common Warrants and the Subsequent Closing Warrants (such correction, the "Restatement"; see Note 10). The Company has historically reported the Common Warrants and Subsequent Closing Warrants as equity instruments, because (i) of the respective holders’ ability to settle the Common Warrants and Subsequent Closing Warrants by issuance of a fixed number of shares of common stock or Pre-funded Warrants and (ii) the Common Warrants and Subsequent Closing Warrants contain a fixed exercise price and contain no cash settlement obligation. However, in the course of preparing the Company’s Condensed Consolidated Financial Statements as of and for the three and six months ended June 30, 2024, management of the Company concluded that the Common Warrants and the Subsequent Closing Warrants do not meet the conditions to be classified as equity instruments under ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity,” and must instead be recorded as liabilities on the Company’s consolidated balance sheet at their fair value and remeasured at fair value for each subsequent reporting period, with the initial fair value and fair value of financial instruments issued in excess of proceeds and any change in fair value recorded in the consolidated statement of operations and comprehensive loss as a gain or loss. Management prepared a quantitative and qualitative analysis of the errors in accordance with the U.S. SEC Staff's Accounting Bulletin Nos. 99 and 108, Materiality, and concluded the impact of the errors are material to the Company's previously reported interim condensed consolidated financial statements for the three and six months ended June 30, 2023 and the three and nine months ended September 30, 2023, and the Company’s previously reported audited consolidated financial statements as of and for the year ended December 31, 2023 (collectively the “previously reported financial statements”). As a result, the accompanying financial statements as of and for the year ended December 31, 2023, and related notes hereto, have been restated to correct the errors. The Restatement includes adjustments to Change in fair value of warrant liabilities and fair value of financial instruments issued in excess of proceeds, Warrant liabilities, and Accumulated Deficit. The errors had no impact on the Company's previous financial statements as of and for the year ended December 31, 2022. The impact of the correction of the misstatements is summarized below (in thousands): As of Corrected Consolidated Balance Sheets As Previously Reported Restatement Impact As Restated Warrant liabilities — 76,211 76,211 Total liabilities 5,647 76,211 81,858 Common stock 24 — 24 Additional paid-in capital 326,586 — 326,586 Accumulated deficit ( 243,191 ) ( 76,211 ) ( 319,402 ) Total Stockholders' Equity $ 83,419 $ ( 76,211 ) $ 7,208 For the Fiscal Year Ended Corrected Consolidated Statements of Operations and Comprehensive Loss As Previously Reported Restatement Impact As Restated Change in fair value of warrant liabilities and fair value of financial instruments issued in excess of proceeds — $ ( 76,211 ) ( 76,211 ) Net loss and comprehensive loss $ ( 40,326 ) $ ( 76,211 ) $ ( 116,537 ) Net loss per share, basic and diluted $ ( 1.64 ) $ ( 3.09 ) $ ( 4.73 ) For the Fiscal Year Ended December 31, 2023 Accumulated Deficit Total Stockholders' Equity Corrected Consolidated Statements of Stockholders' Equity As Restatement As As Restatement As Balance as of December 31, 2022 $ ( 202,865 ) $ — $ ( 202,865 ) $ 84,183 $ — $ 84,183 Issuance of common stock and pre-funded warrants in connection with Securities Purchase Agreement, net of issuance costs — — — 33,017 — 33,017 Issuance of common stock in connection with conversion of X 1 non-voting convertible preferred stock — — — ( 1 ) — ( 1 ) Issuance of common stock in connection with exercise of pre-funded warrants — — — 1 — 1 Stock-based compensation — — — 6,545 — 6,545 Net loss and comprehensive loss ( 40,326 ) ( 76,211 ) ( 116,537 ) ( 40,326 ) ( 76,211 ) ( 116,537 ) Balance as of December 31, 2023 $ ( 243,191 ) $ ( 76,211 ) $ ( 319,402 ) $ 83,419 $ ( 76,211 ) $ 7,208 For the Fiscal Year Ended Corrected Consolidated Statements of Cash Flows As Previously Reported Restatement Impact As Restated Net loss $ ( 40,326 ) $ ( 76,211 ) $ ( 116,537 ) Change in fair value of warrant liabilities and fair value of financial instruments issued in excess of proceeds — 76,211 76,211 Net cash used in operating activities $ ( 39,527 ) $ - $ ( 39,527 ) Restatement of Interim Financial Information The misstatements described above were also material to the Company's unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2023 and as of and for the three and nine months ended September 30, 2023.The Company has restated its unaudited Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations and Comprehensive Loss, Condensed Consolidated Statements of Stockholders' Equity, and Condensed Consolidated Statements of Cash Flows for the quarterly and year to date periods ended June 30, 2023 and September 30, 2023. The restated impact of the correction of the misstatements is summarized below (in thousands): As of September 30, 2023 Corrected Condensed Consolidated Balance Sheets (Unaudited) As Previously Reported Restatement Impact As Restated Warrant liabilities — 55,738 55,738 Total liabilities 4,734 55,738 60,472 Common stock 24 — 24 Additional paid-in capital 324,876 — 324,876 Accumulated deficit ( 233,565 ) ( 55,738 ) ( 289,303 ) Total Stockholders' Equity $ 91,335 $ ( 55,738 ) $ 35,597 For the Three Months Ended For the Nine Months Ended Corrected Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) As Restatement As As Restatement As Change in fair value of warrant liabilities and fair value of financial instruments issued in excess of proceeds — 443 443 — ( 55,738 ) ( 55,738 ) Net loss and comprehensive loss $ ( 10,349 ) $ 443 $ ( 9,906 ) $ ( 30,700 ) $ ( 55,738 ) $ ( 86,438 ) Net loss per share, basic and diluted $ ( 0.35 ) $ 0.02 $ ( 0.33 ) $ ( 1.35 ) $ ( 2.44 ) $ ( 3.79 ) For the Nine Months Ended September 30, 2023 Accumulated Deficit Total Stockholders' Equity Corrected Condensed Consolidated Statements of Stockholders' Equity (Unaudited) As Previously Reported Restatement Impact As Restated As Previously Reported Restatement Impact As Restated Balance as of December 31, 2022 $ ( 202,865 ) $ — $ ( 202,865 ) $ 84,183 $ — $ 84,183 Stock-based compensation — — — 1,381 — 1,381 Net loss and comprehensive loss ( 10,772 ) — ( 10,772 ) ( 10,772 ) — ( 10,772 ) Balance as of March 31, 2023 $ ( 213,637 ) $ — $ ( 213,637 ) $ 74,792 $ — $ 74,792 Issuance of common stock and pre-funded warrants in connection with Securities Purchase Agreement, net of issuance costs — — — 33,017 — 33,017 Stock-based compensation — — — 1,720 — 1,720 Net loss and comprehensive loss ( 9,579 ) ( 56,181 ) ( 65,760 ) ( 9,579 ) ( 56,181 ) ( 65,760 ) Balance as of June 30, 2023 $ ( 223,216 ) $ ( 56,181 ) $ ( 279,397 ) $ 99,949 $ ( 56,181 ) $ 43,768 Stock-based compensation — — — 1,734 — 1,734 Net loss and comprehensive loss ( 10,349 ) 443 ( 9,906 ) ( 10,349 ) 443 ( 9,906 ) Balance as of September 30, 2023 $ ( 233,565 ) $ ( 55,738 ) $ ( 289,303 ) $ 91,335 $ ( 55,738 ) $ 35,597 For the Nine Months September 30, 2023 Corrected Condensed Consolidated Statements of Cash Flows (Unaudited) As Previously Reported Restatement Impact As Restated Net loss $ ( 30,700 ) $ ( 55,738 ) $ ( 86,438 ) Change in fair value of warrant liabilities and fair value of financial instruments issued in excess of proceeds — 55,738 55,738 Net cash used in operating activities $ ( 30,396 ) $ — $ ( 30,396 ) As of June 30, 2023 Corrected Condensed Consolidated Balance Sheets (Unaudited) As Previously Reported Restatement Impact As Restated Warrant liabilities — 56,181 56,181 Total liabilities 6,836 56,181 63,017 Common stock 23 — 23 Additional paid-in capital 323,142 — 323,142 Accumulated deficit ( 223,216 ) ( 56,181 ) ( 279,397 ) Total Stockholders' Equity $ 99,949 $ ( 56,181 ) $ 43,768 For the Three Months Ended For the Six Months Ended Corrected Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) As Restatement As As Restatement As Change in fair value of warrant liabilities and fair value of financial instruments issued in excess of proceeds — ( 56,181 ) ( 56,181 ) — ( 56,181 ) ( 56,181 ) Net loss and comprehensive loss $ ( 9,579 ) $ ( 56,181 ) $ ( 65,760 ) $ ( 20,351 ) $ ( 56,181 ) $ ( 76,532 ) Net loss per share, basic and diluted $ ( 0.40 ) $ ( 2.34 ) $ ( 2.74 ) $ ( 1.06 ) $ ( 2.93 ) $ ( 3.99 ) For the Six Months Ended June 30, 2023 Accumulated Deficit Total Stockholders' Equity Corrected Condensed Consolidated Statements of Stockholders' Equity (Unaudited) As Restatement As As Restatement As Balance as of December 31, 2022 $ ( 202,865 ) $ — $ ( 202,865 ) $ 84,183 $ — $ 84,183 Stock-based compensation — — — 1,381 — 1,381 Net loss and comprehensive loss ( 10,772 ) — ( 10,772 ) ( 10,772 ) — ( 10,772 ) Balance as of March 31, 2023 $ ( 213,637 ) $ — $ ( 213,637 ) $ 74,792 $ — $ 74,792 Issuance of common stock and pre-funded warrants in connection with Securities Purchase Agreement, net of issuance costs — — — 33,017 — 33,017 Stock-based compensation — — — 1,720 — 1,720 Net loss and comprehensive loss ( 9,579 ) ( 56,181 ) ( 65,760 ) ( 9,579 ) ( 56,181 ) ( 65,760 ) Balance as of June 30, 2023 $ ( 223,216 ) $ ( 56,181 ) $ ( 279,397 ) $ 99,949 $ ( 56,181 ) $ 43,768 For the Six Months Ended June 30, 2023 Corrected Condensed Consolidated Statements of Cash Flows (Unaudited) As Previously Reported Restatement Impact As Restated Net loss $ ( 20,351 ) $ ( 56,181 ) $ ( 76,532 ) Change in fair value of warrant liabilities and fair value of financial instruments issued in excess of proceeds — 56,181 56,181 Net cash used in operating activities $ ( 18,145 ) $ — $ ( 18,145 ) |