Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 10, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | TTOO | |
Entity Registrant Name | T2 Biosystems, Inc. | |
Entity Central Index Key | 0001492674 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-36571 | |
Entity Tax Identification Number | 20-4827488 | |
Entity Address, Address Line One | 101 Hartwell Avenue | |
Entity Address, City or Town | Lexington | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02421 | |
City Area Code | 781 | |
Local Phone Number | 761-4646 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock, par value $0.001 | |
Security Exchange Name | NASDAQ | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Common Stock, Shares Outstanding | 4,050,294 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 24,319 | $ 10,329 |
Accounts receivable, net | 1,139 | 2,163 |
Inventories, net | 4,281 | 4,285 |
Prepaid expenses and other current assets | 3,137 | 2,582 |
Total current assets | 32,876 | 19,359 |
Property and equipment, net | 2,042 | 4,533 |
Operating lease right-of-use assets | 7,747 | 8,741 |
Restricted cash | 551 | 1,551 |
Other assets | 65 | 143 |
Total assets | 43,281 | 34,327 |
Current liabilities: | ||
Notes payable | 40,907 | |
Accounts payable | 1,088 | 1,296 |
Accrued expenses and other current liabilities | 4,954 | 7,269 |
Accrued final payment fee on Term Loan | 4,863 | |
Operating lease liability | 1,547 | 1,352 |
Derivative liability related to Term Loan | 652 | |
Warrant liabilities | 1,168 | 39 |
Deferred revenue | 276 | 172 |
Total current liabilities | 55,455 | 10,128 |
Notes payable | 49,651 | |
Operating lease liabilities, net of current portion | 7,022 | 8,214 |
Deferred revenue, net of current portion | 40 | 52 |
Derivative liability related to Term Loan | 1,088 | |
Accrued final payment fee on Term Loan | 4,849 | |
Total liabilities | 62,517 | 73,982 |
Commitments and contingencies (see Note 14) | ||
Stockholders’ deficit | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized: Series B Convertible Preferred Stock, 93,297 shares designated on September 30, 2023, 93,297 and 0 shares issued and outstanding on September 30, 2023 and December 31, 2022, respectively | ||
Common stock, $0.001 par value; 400,000,000 shares authorized; 3,918,438 and 77,165 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 4 | 0 |
Additional paid-in capital | 554,716 | 494,564 |
Accumulated deficit | (573,956) | (534,219) |
Total stockholders’ deficit | (19,236) | (39,655) |
Total liabilities and stockholders' deficit | $ 43,281 | $ 34,327 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 93,297 | 0 |
Preferred stock, shares outstanding | 93,297 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 3,918,438 | 77,165 |
Common stock, shares outstanding | 3,918,438 | 77,165 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 93,297 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue: | ||||
Total revenue | $ 1,472 | $ 3,677 | $ 5,514 | $ 16,822 |
Costs and expenses: | ||||
Research and development | 2,663 | 6,375 | 10,984 | 21,056 |
Selling, general and administrative | 5,980 | 7,017 | 19,575 | 24,071 |
Impairment of property and equipment | 2,511 | 2,511 | ||
Total costs and expenses | 15,079 | 19,477 | 45,859 | 62,498 |
Loss from operations | (13,607) | (15,800) | (40,345) | (45,676) |
Other income (expense): | ||||
Interest expense | (1,119) | (1,560) | (4,182) | (4,556) |
Change in fair value of derivative related to Term Loan | 184 | (117) | 436 | (1,792) |
Change in fair value of warrant liabilities | (930) | 179 | 4,958 | 179 |
Other income | 49 | 8 | 90 | 31 |
Other expense | (15) | (682) | (15) | |
Other losses | (2) | (70) | (12) | (75) |
Total other income (expense) | (1,818) | (1,575) | 608 | (6,228) |
Net loss | (15,425) | (17,375) | (39,737) | (51,904) |
Deemed dividend on Series A Redeemable Convertible Preferred Stock | (330) | (330) | ||
Net loss attributable to common stockholders | $ (15,425) | $ (17,705) | $ (39,737) | $ (52,234) |
Net loss per share - basic | $ (3.45) | $ (294.65) | $ (21.79) | $ (1,208.17) |
Net loss per share - diluted | $ (3.45) | $ (294.65) | $ (21.79) | $ (1,208.17) |
Weighted-average number of common shares used in computing net loss per share - basic | 4,477,321 | 60,088 | 1,823,485 | 43,234 |
Weighted-average number of common shares used in computing net loss per share - diluted | 4,477,321 | 60,088 | 1,823,485 | 43,234 |
Other comprehensive loss: | ||||
Net loss | $ (15,425) | $ (17,375) | $ (39,737) | $ (51,904) |
Net unrealized gain on marketable securities arising during the period | 2 | |||
Net realized (gain) loss on marketable securities included in net loss | 2 | |||
Total other comprehensive income, net of taxes | 4 | |||
Comprehensive loss | (15,425) | (17,375) | (39,737) | (51,900) |
Product [Member] | ||||
Revenue: | ||||
Total revenue | 1,472 | 2,641 | 5,091 | 9,044 |
Costs and expenses: | ||||
Cost of product revenue | $ 3,925 | 6,085 | 12,789 | 17,371 |
Contribution [Member] | ||||
Revenue: | ||||
Total revenue | $ 1,036 | $ 423 | $ 7,778 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficit - USD ($) $ in Thousands | Total | CRG [Member] | Secondary Offering [Member] | Series A Redeemable Convertible Preferred Stock [Member] | Series A Redeemable Convertible Preferred Stock [Member] CRG [Member] | Series B Redeemable Convertible Preferred Stock Member | Series B Redeemable Convertible Preferred Stock Member CRG [Member] | Common Stock [Member] | Common Stock [Member] CRG [Member] | Common Stock [Member] Secondary Offering [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] CRG [Member] | Additional Paid-in Capital [Member] Secondary Offering [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Other Comprehensive Loss [Member] Secondary Offering [Member] |
Balance at Dec. 31, 2021 | $ (12,903) | $ 459,317 | $ (472,216) | $ (4) | ||||||||||||
Balance (in shares) at Dec. 31, 2021 | 33,280 | |||||||||||||||
Stock-based compensation expense | 2,552 | 2,552 | ||||||||||||||
Issuance of common stock from vesting of restricted stock (in shares) | 400 | |||||||||||||||
Surrender of shares due to tax withholding | (230) | (230) | ||||||||||||||
Surrender of shares due to tax withholding (in shares) | (107) | |||||||||||||||
Issuance of common stock from offering, net | $ 1,432 | $ 1,432 | ||||||||||||||
Issuance of common stock from offering, net (in shares) | 709 | |||||||||||||||
Unrealized loss on marketable securities | (7) | (7) | ||||||||||||||
Net loss | (16,495) | (16,495) | ||||||||||||||
Balance at Mar. 31, 2022 | (25,651) | 463,071 | (488,711) | (11) | ||||||||||||
Balance (in shares) at Mar. 31, 2022 | 34,282 | |||||||||||||||
Balance at Dec. 31, 2021 | (12,903) | 459,317 | (472,216) | (4) | ||||||||||||
Balance (in shares) at Dec. 31, 2021 | 33,280 | |||||||||||||||
Balance at Sep. 30, 2022 | $ 330 | |||||||||||||||
Net loss | (51,904) | |||||||||||||||
Balance at Sep. 30, 2022 | (31,669) | 492,451 | (524,120) | |||||||||||||
Balance (in shares) at Sep. 30, 2022 | 70,508 | |||||||||||||||
Balance at Mar. 31, 2022 | (25,651) | 463,071 | (488,711) | $ (11) | ||||||||||||
Balance (in shares) at Mar. 31, 2022 | 34,282 | |||||||||||||||
Stock-based compensation expense | 1,534 | 1,534 | ||||||||||||||
Issuance of common stock from vesting of restricted stock | 139 | 139 | ||||||||||||||
Issuance of common stock from vesting of restricted stock (in shares) | 234 | |||||||||||||||
Surrender of shares due to tax withholding | (12) | (12) | ||||||||||||||
Issuance of common stock from offering, net | 4,494 | 4,494 | ||||||||||||||
Issuance of common stock from offering, net (in shares) | 5,173 | |||||||||||||||
Unrealized loss on marketable securities | 11 | $ 11 | ||||||||||||||
Net loss | (18,034) | (18,034) | ||||||||||||||
Balance at Jun. 30, 2022 | (37,519) | 469,226 | (506,745) | |||||||||||||
Balance (in shares) at Jun. 30, 2022 | 39,689 | |||||||||||||||
Stock-based compensation expense | 1,372 | 1,372 | ||||||||||||||
Issuance of common stock from vesting of restricted stock (in shares) | 14 | |||||||||||||||
Issuance of common stock from offering, net | 22,183 | 22,183 | ||||||||||||||
Issuance of common stock from offering, net (in shares) | 30,805 | |||||||||||||||
Issuance of Series A Redeemable Convertible Preferred Stock | 3,000 | |||||||||||||||
Deemed dividend on Series A Redeemable Convertible Preferred Stock | (330) | (330) | ||||||||||||||
Issuance of Series B preferred stock to CRG | 330 | 330 | ||||||||||||||
Deemed dividend on Series A Redeemable Convertible Preferred Stock | $ 330 | |||||||||||||||
Balance at Sep. 30, 2022 | $ 330 | |||||||||||||||
Net loss | (17,375) | (17,375) | ||||||||||||||
Balance at Sep. 30, 2022 | (31,669) | 492,451 | (524,120) | |||||||||||||
Balance (in shares) at Sep. 30, 2022 | 70,508 | |||||||||||||||
Balance (in shares) | 3,000 | |||||||||||||||
Balance at Dec. 31, 2022 | $ (39,655) | 494,564 | (534,219) | |||||||||||||
Balance (in shares) at Dec. 31, 2022 | 77,165 | 77,165 | ||||||||||||||
Stock-based compensation expense | $ 1,833 | 1,833 | ||||||||||||||
Issuance of common stock from vesting of restricted stock (in shares) | 643 | |||||||||||||||
Issuance of common stock from offering, net | 930 | 930 | ||||||||||||||
Issuance of common stock from offering, net (in shares) | 6,528 | |||||||||||||||
Issuance of common stock and Pre-Funded Warrant from public offering, net | 4,031 | 4,031 | ||||||||||||||
Issuance of common stock and Pre-Funded Warrant from public offering, net (in shares) | 90,173 | |||||||||||||||
Issuance of common stock upon Common Stock Warrant cashless exercises | 938 | 938 | ||||||||||||||
Issuance of common stock upon Common Stock Warrant cashless exercises (in shares) | 11,718 | |||||||||||||||
Issuance of common stock upon Pre-Funded Warrant exercises | 2 | 2 | ||||||||||||||
Issuance of common stock upon Pre-Funded Warrant exercises (in shares) | 17,406 | |||||||||||||||
Net loss | (17,965) | (17,965) | ||||||||||||||
Balance at Mar. 31, 2023 | (49,886) | 502,298 | (552,184) | |||||||||||||
Balance (in shares) at Mar. 31, 2023 | 203,633 | |||||||||||||||
Balance at Dec. 31, 2022 | $ (39,655) | 494,564 | (534,219) | |||||||||||||
Balance (in shares) at Dec. 31, 2022 | 77,165 | 77,165 | ||||||||||||||
Net loss | $ (39,737) | |||||||||||||||
Balance at Sep. 30, 2023 | $ (19,236) | $ 4 | 554,716 | (573,956) | ||||||||||||
Balance (in shares) at Sep. 30, 2023 | 3,918,438 | 3,918,438 | ||||||||||||||
Balance at Mar. 31, 2023 | $ (49,886) | 502,298 | (552,184) | |||||||||||||
Balance (in shares) at Mar. 31, 2023 | 203,633 | |||||||||||||||
Stock-based compensation expense | 913 | 913 | ||||||||||||||
Issuance of common stock from vesting of restricted stock | 2 | 2 | ||||||||||||||
Issuance of common stock from vesting of restricted stock (in shares) | 100 | |||||||||||||||
Issuance of common stock from offering, net | 18,385 | $ 2 | 18,383 | |||||||||||||
Issuance of common stock from offering, net (in shares) | 2,146,055 | |||||||||||||||
Issuance of common stock upon Common Stock Warrant cashless exercises | 510 | 510 | ||||||||||||||
Issuance of common stock upon Common Stock Warrant cashless exercises (in shares) | 65,127 | |||||||||||||||
Issuance of common stock upon Pre-Funded Warrant exercises (in shares) | 3,518 | |||||||||||||||
Net loss | (6,347) | (6,347) | ||||||||||||||
Balance at Jun. 30, 2023 | (36,423) | $ 2 | 522,106 | (558,531) | ||||||||||||
Balance (in shares) at Jun. 30, 2023 | 2,418,433 | |||||||||||||||
Stock-based compensation expense | 877 | 877 | ||||||||||||||
Issuance of common stock from vesting of restricted stock | $ 3,413 | $ 3,413 | ||||||||||||||
Issuance of common stock from vesting of restricted stock (in shares) | 176 | |||||||||||||||
Issuance of common stock from offering, net | $ 6,587 | $ 21,703 | $ 2 | $ 6,587 | $ 21,701 | |||||||||||
Issuance of common stock from offering, net (in shares) | 483,457 | 1,015,385 | ||||||||||||||
Issuance of Series A Redeemable Convertible Preferred Stock | 1,000 | |||||||||||||||
Issuance of common stock upon Common Stock Warrant cashless exercises | 32 | 32 | ||||||||||||||
Issuance of common stock upon Common Stock Warrant cashless exercises (in shares) | 925 | |||||||||||||||
Reverse stock split rounding adjustment | 62 | |||||||||||||||
Redemption of Series A Redeemable Preferred Stock issued to CRG | 1,000 | (93,297) | ||||||||||||||
Net loss | (15,425) | (15,425) | ||||||||||||||
Balance at Sep. 30, 2023 | $ (19,236) | $ 4 | $ 554,716 | $ (573,956) | ||||||||||||
Balance (in shares) at Sep. 30, 2023 | 3,918,438 | 3,918,438 | ||||||||||||||
Balance (in shares) | 93,297 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (39,737) | $ (51,904) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 785 | 792 |
Non-cash lease expense | 994 | 907 |
Stock-based compensation expense | 3,623 | 5,458 |
Change in fair value of derivative related to Term Loan | (436) | 1,792 |
Loss on sales of marketable securities | 2 | |
Change in fair value of warrant liabilities | (4,958) | (179) |
Issuance costs related to Common Stock Warrants | 682 | |
Loss on issuance of Series A Redeemable Convertible Preferred Stock and derivative warrant liability | 65 | |
Loss on disposal of property and equipment | 3 | 30 |
Non-cash interest expense | 1,332 | 1,613 |
Impairment of property and equipment | 2,511 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,024 | 3,556 |
Prepaid expenses and other assets | (479) | 356 |
Inventories | (539) | (815) |
Accounts payable | (208) | (791) |
Accrued expenses and other liabilities | (2,412) | 61 |
Deferred revenue | 92 | (375) |
Operating lease liabilities | (997) | (868) |
Net cash used in operating activities | (38,720) | (40,300) |
Cash flows from investing activities | ||
Proceeds from sales of marketable securities | 9,998 | |
Purchases and manufacture of property and equipment | (166) | (303) |
Net cash (used in) provided by investing activities | (166) | 9,695 |
Cash flows from financing activities | ||
Payment of employee restricted stock tax withholdings | (243) | |
Proceeds from issuance of shares from employee stock purchase plan and stock option exercises | 2 | 139 |
Proceeds from public offering, net of issuance costs | 10,918 | 28,110 |
Proceeds from secondary offering, net of issuance costs | 41,018 | |
Proceeds from issuance of Series A Redeemable Convertible Preferred Stock and derivative warrant liability | 300 | |
Payment of debt issuance costs | (62) | |
Net cash provided by financing activities | 51,876 | 28,306 |
Net change in cash, cash equivalents and restricted cash | 12,990 | (2,299) |
Cash, cash equivalents and restricted cash at beginning of period | 11,880 | 23,796 |
Cash, cash equivalents and restricted cash at end of period | 24,870 | 21,497 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | 3,860 | 2,916 |
Supplemental disclosures of noncash activities | ||
Transfer of T2 owned instruments and components from inventory | (543) | (482) |
Cashless exercise of Common Stock Warrants | (1,480) | |
Cancellation of CRG Term Loan in exchange for common stock and Series B Convertible Preferred Stock | 10,000 | |
Deemed dividend on Series A Redeemable Convertible Preferred Stock | 330 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | 199 | |
Purchases of property and equipment included in accounts payable and accrued expenses | $ 142 | $ 72 |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Reconciliation of cash, cash equivalents and restricted cash at end of period | ||||
Cash and cash equivalents | $ 24,319 | $ 10,329 | $ 20,366 | |
Restricted cash | 551 | 1,551 | 1,131 | |
Total cash, cash equivalents and restricted cash | $ 24,870 | $ 11,880 | $ 21,497 | $ 23,796 |
Nature of Business
Nature of Business | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | 1. Nature of Business T2 Biosystems, Inc. and its subsidiary (the “Company,” “we,” or “T2”) have operations based in Lexington, Massachusetts. T2 Biosystems, Inc. was incorporated on April 27, 2006 as a Delaware corporation. The Company is an in vitro diagnostics company that has developed an innovative and proprietary technology platform that offers a rapid, sensitive and simple alternative to existing blood culture-based diagnostic methodologies. The Company has developed a broad set of applications aimed at lowering mortality rates, improving patient outcomes and reducing the cost of healthcare by helping medical professionals make targeted treatment decisions earlier. The Company’s technology enables rapid detection of pathogens, biomarkers and other abnormalities in a variety of unpurified patient sample types, including whole blood, plasma, serum, saliva, sputum, cerebral spinal fluid and urine, and can detect cellular targets at limits of detection as low as one colony forming unit per milliliter (“CFU/mL”). We are currently targeting a range of critically underserved healthcare conditions, focusing initially on those for which a rapid diagnosis will serve an important dual role – saving lives and reducing costs. The Company’s current development efforts primarily target sepsis, bioterrorism, and Lyme disease, which represent areas of significant unmet medical need in which rapid detection and targeted treatment could lead to improved patient outcomes. Liquidity and Going Concern On September 30, 2023, the Company had cash and cash equivalents of $ 24.3 million , an accumulated deficit of $ 574.0 million , stockholders’ deficit of $ 19.2 million and has experienced cash outflows from operating activities since its inception. The future success of the Company is dependent on its ability to successfully commercialize its products, obtain regulatory clearance for and successfully launch its future product candidates, obtain additional capital and ultimately attain profitable operations. The Company has primarily funded its operations through public equity financing, grants, and private debt financing. The Company is subject to a number of risks similar to other early commercial stage life science companies, including, but not limited to commercially launching the Company’s products, development and market acceptance of the Company’s product candidates, development by its competitors of new technological innovations, protection of proprietary technology, and raising additional capital. The Company’s T2Dx ® Instrument, the T2Bacteria ® Panel, the T2Candida ® Panel, and the T2Biothreat ® Panel are authorized for use in the United States by the Food and Drug Administration, or FDA. In June 2020 the FDA extended Emergency Use Authorization, or EUA, to the Company’s T2SARS-CoV-2 Panel. In 2023, customers have significantly reduced their purchases of the Company’s COVID-19 test, as anticipated, and the Company is no longer manufacturing the T2SARS-CoV-2 Panel. The Company believes that its cash and cash equivalents of $ 24.3 million on September 30, 2023 will not be sufficient to fund its current operating plan through the third quarter of 2024. Certain elements of the Company’s operating plan cannot be considered probable, and in order to support the business, the Company initiated a process to explore a range of strategic alternatives focused on maximizing values. Under ASC 205-40, the future receipt of potential funding from co-development partners and other resources cannot be considered probable at this time because none of the plans are entirely within the Company’s control. In May 2023, as part of a strategic restructuring program, the Company initiated a workforce reduction of nearly 30 %. Additionally, the Company is continuing to explore alternative strategic options, including an acquisition, merger, reverse merger, other business combination, sale of assets or licensing. In September 2023, the Company’s milestone-based product development contract with the Biomedical Advanced Research and Development Authority (“BARDA”) (see Note 12 below) expired, which may impact the Company’s ability to continue to fund the development of its next-generation products. The Company's Term Loan Agreement (the “Term Loan Agreement”) with certain CRG entities (collectively, “CRG”) (See Note 6 below) has a minimum liquidity covenant which initially required us to maintain a minimum cash balance of $ 5.0 million. In May 2023, CRG reduced the minimum liquidity covenant under the Term Loan Agreement from $ 5.0 million to $ 500,000 until December 31, 2023. In July 2023, the Company converted $ 10.0 million of the outstanding debt under its Term Loan Agreement with CRG to equity. In October 2023, CRG extended both the interest-only period and the maturity date of the outstanding debt under the Term Loan Agreement by one year from December 30, 2024 to December 31, 2025 , and permanently reduced the minimum liquidity covenant from $ 5.0 million to $ 500,000 . These conditions raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year after the date that the financial statements are issued. Management’s plans to alleviate the conditions that raise substantial doubt include raising additional funding and maintaining reduced operating expenses in order to continue as a going concern for a period of 12 months from the date these condensed consolidated financial statements are issued. Management has concluded the likelihood that its plan to successfully obtain sufficient funding from one or more of these sources or maintain reduced expenditures, while reasonably possible, is less than probable. Accordingly, the Company has concluded that substantial doubt exists about the Company’s ability to continue as a going concern for a period of at least 12 months from the date of issuance of these financial statements. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The Company’s condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, T2 Biosystems Securities Corporation. All intercompany balances and transactions have been eliminated. On October 12, 2023, the Company effected a 1-for-100 reverse stock split. One share of common stock was issued for every 100 shares of issued and outstanding common stock , and fractional shares were settled in cash. All references to share and per share amounts (excluding authorized shares) in the condensed consolidated financial statements and accompanying notes have been retroactively restated to account for the reverse split. Prior to this, on October 12, 2022, the Company effected a 1-for-50 reverse stock split. One share of common stock was issued for every 50 shares of issued and outstanding common stock , and fractional shares were settled in cash. Unaudited Interim Financial Information Certain information and footnote disclosures normally included in the Company’s annual financial statements have been condensed or omitted. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The accompanying interim condensed consolidated balance sheet as of September 30, 2023, the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2023 and 2022, the condensed consolidated statements of Series A Redeemable Convertible Preferred Stock and stockholders’ deficit for the three and nine months ended September 30, 2023 and 2022, the condensed consolidated statements of cash flows for the nine months ended September 30, 2023 and 2022 and the related financial data and other information disclosed in these notes are unaudited. The unaudited interim financial statements have been prepared on the same basis as the audited annual financial statements, and, in the opinion of management, reflect all adjustments, consisting of normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of September 30, 2023, and the results of its operations for the three and nine months ended September 30, 2023 and 2022 and its cash flows for the nine months ended September 30, 2023 and 2022. The results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 , any other interim periods, or any future year or period. Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision‑making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the Chief Executive Officer. The Company views its operations and manages its business in one operating segment, which is the business of developing and, upon regulatory clearance, commercially launching its diagnostic products aimed at lowering mortality rates, improving patient outcomes and reducing the cost of healthcare by helping medical professionals make targeted treatment decisions earlier. Going Concern Pursuant to the requirements of Accounting Standards Codification 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASC 205-40”), management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. This evaluation initially does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. Geographic Information The Company sells its products domestically and internationally. Total international sales were approximately $ 0.5 million, or 37 % of total revenue, and $ 1.2 million, or 32 % of total revenue, for the three months ended September 30, 2023 and 2022 , respectively. Total international sales were approximately $ 2.3 million, or 41 % of total revenue, and $ 3.2 million, or 19 % of total revenue, for the nine months ended September 30, 2023 and 2022, respectively. International sales to our Austria-based distributor were approximately $ 0.2 million, or 16 % of total revenue, and $ 0.5 million, or 9 % of total revenue, for the three and nine months ended September 30, 2023, respectively. International sales to our Austria-based distributor did not exceed 10% of total revenue for the three and nine months ended September 30, 2022 . International sales to Italy were approximately $ 0.2 million, or 15 % of total revenue, and $ 1.3 million, or 23 % of total revenue, for the three and nine months ended September 30, 2023 , respectively. International sales to Italy were approximately $ 0.5 million, or 12 % of total revenue, and $ 1.1 million, or 6 % of total revenue, for the three and nine months ended September 30, 2022, respectively. The following table shows customers that represent greater than 10% of total revenue for the period presented: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Customer A — % 28 % — % 46 % Customer B 15 % 12 % 23 % — % Customer C 16 % — % — % — % Customer D 12 % — % 10 % — % Customer A is a U.S. government customer (BARDA). Customer B and Customer C are international distributors. Customer D is a U.S. hospital. The following table shows customers that represent greater than 10% of the accounts receivable balance for the period presented: September 30, December 31, Customer A — % 32 % Customer B 11 % — % Customer C 18 % — % Customer E 12 % — % Customer A is a U.S. government customer (BARDA). Customer B and Customer C are international distributors. Customer E is a U.S. healthcare system comprised of multiple hospitals. As of both September 30, 2023 and December 31, 2022 , the Company had outstanding receivables of $ 0.4 million from customers located outside of the U.S. Net Loss Per Share As discussed in Note 7, the Company issued 93,297 shares of Series B Convertible Preferred Stock on July 3, 2023. The Company has reviewed the terms of the Series B Convertible Preferred Stock and noted that such stock has no preferential rights and that the liquidation preference for the Series B Convertible Preferred Stock would be on parity with that of the Company’s common shares. Because the Series B Convertible Preferred Stock has the same level of subordination and, in substance, the same characteristics as the Company’s common shares, the Company included the Series B Convertible Preferred Stock, on an if-converted basis of 932,970 shares, in the basic and diluted net loss per share attributable to common stockholders calculation. The Company has also issued certain securities that are participating securities. Therefore, the Company must apply the two-class method to determine basic and diluted earnings per share. The two-class method is an earnings allocation method under which net loss per share is calculated for each class of common stock and participating security considering both dividends declared, if any, and participation rights in undistributed earnings as if all such earnings had been distributed for the period. The Company’s participating securities do not have an obligation to share in the losses of the Company; therefore, to the extent that the Company remains in a net loss position, the entire net loss will be allocated to common stockholders. Basic net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, in-substance common stock, and potential common shares exercisable for little to no consideration, and does not consider other common stock equivalents. Diluted net loss per share is calculated by adjusting the weighted-average number of shares outstanding, in-substance common stock, and potential common shares exercisable for little to no consideration used to compute basic earnings per share for the dilutive effect of other common stock equivalents that were outstanding during the period, determined using either the if-converted method or the treasury-stock method. Classification of Series A Redeemable Convertible Preferred Stock The Company applied the guidance in ASC 480-10-S99-3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities and classified the Series A Redeemable Convertible Preferred Stock as temporary equity in the mezzanine section of the balance sheet at September 30, 2022. The Series A Redeemable Convertible Preferred Stock was recorded outside of stockholders’ deficit because under the terms thereof, in the event of stockholder approval of the reverse stock split or a delisting event, which were events considered not solely within the Company’s control, the Series A Redeemable Convertible Preferred Stock would become redeemable at the option of the holders. Derivative Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives requiring bifurcation in accordance with ASC Topic 815, Derivatives and Hedging . Derivative instruments are measured at fair value at issuance and at each reporting date in accordance with ASC 820 with changes in fair value recognized in the period of change in the condensed consolidated statements of operations and comprehensive loss. The Company determined that both the warrant issued in conjunction with the Series A Redeemable Convertible Preferred Stock in August of 2022 and the Common Stock Warrants issued in February 2023 are derivative instruments. The warrant liabilities are classified on the condensed consolidated balance sheets as current because settlement of the warrant liability could be required by the holder within 12 months of the balance sheet date. Changes in fair value are recognized in change in fair value of warrant liabilities in the period of change in the condensed consolidated statements of operations and comprehensive loss. See Notes 3 and 8. The Company has identified a derivative liability related to its Term Loan Agreement with CRG that is classified as a current liability on the balance sheet on September 30, 2023 and a non-current liability on December 31, 2022, to match the classification of the related Term Loan Agreement. Changes in fair value are recognized in change in fair value of derivative related to Term Loan in the period of change in the condensed consolidated statements of operations and comprehensive loss. See Note 6. The Company does not designate its derivative instruments as hedging instruments. Guarantees As permitted under Delaware law, the Company indemnifies its officers and directors for certain events or occurrences while each such officer or director is, or was, serving at the Company’s request in such capacity. The term of the indemnification is the officer’s or director’s lifetime. The maximum potential amount of future payments the Company could be required to make is unlimited; however, the Company has directors’ and officers’ liability insurance coverage that limits its exposure and enables the Company to recover a portion of any future amounts paid. The Company leases office, laboratory and manufacturing space under noncancelable operating leases. The Company has standard indemnification arrangements under the leases that require it to indemnify the landlords against all costs, expenses, fines, suits, claims, demands, liabilities, and actions directly resulting from any breach, violation or nonperformance of any covenant or condition of the Company’s leases. See Note 14 for a discussion about the Billerica, Massachusetts lease. In the ordinary course of business, the Company enters into indemnification agreements with certain suppliers and business partners where the Company has certain indemnification obligations limited to the costs, expenses, fines, suits, claims, demands, liabilities and actions directly resulting from the Company’s gross negligence or willful misconduct, and in certain instances, breaches, violations or nonperformance of covenants or conditions under the agreements. As of September 30, 2023 and December 31, 2022 , the Company had not experienced any material losses related to these indemnification obligations, and no material claims with respect thereto were outstanding. The Company does not expect significant claims related to these indemnification obligations and, consequently, concluded that the fair value of these obligations is negligible, and no related reserves were established. Leases Lessee Pursuant to ASC Topic 842, Leases (“ASC 842”), at the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets, lease liabilities and long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less. The exercise of lease renewal options is at the Company’s discretion and the periods subject to renewal option are not included in the measurement of the Company’s right-of-use assets and lease liabilities as the renewal options are not reasonably certain of exercise. The Company will continue to evaluate the renewal options and when they are reasonably certain of exercise, the Company will include the renewal period in its lease term. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. However, certain adjustments to the right-of-use asset may be required for items such as prepaid or accrued lease payments. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. In accordance with the guidance in ASC 842, components of a lease should be split into three categories: lease components (e.g., land, building, etc.), non-lease components (e.g., common area maintenance, consumables, etc.), and non-components (e.g., property taxes, insurance, etc.). Then the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components. The Company made the policy election to not separate lease and associated non-lease components. Each lease component and the related non-lease components are accounted for together as a single component. Lessor The Company derives revenue from leasing its T2-owned instruments through reagent rental agreements (see the Revenue Recognition section below). Customers typically have the right to cancel every twelve months subject to penalty. As a result of the penalty, the customers are deemed reasonably certain of not exercising their termination rights resulting in a lease term of generally three years. These lease agreements impose no requirement on the customer to purchase the instrument, and the instrument is not transferred to the customer at the end of the lease term. The short-term nature of the lease agreements does not result in lease payments accumulating to an amount that exceeds substantially all of the fair value of the instrument nor is the lease term for the majority of the remaining economic life of the instrument. Instrument leases are generally classified as operating leases as they do not meet any of the sales-type lease or direct financing lease criteria per ASC 842 and are recognized ratably over the duration of the lease. In accordance with these contracts, customers only make payments when consumables are ordered and delivered thus making these payments variable by nature. The Company estimates the expected volume of consumables to be purchased by each customer over the lease term to measure and recognize rental and consumables revenue. Generally, lease arrangements include both lease and non-lease components. The lease component relates to the customer’s right-to-use the T2-owned instrument over the lease term. The non-lease components relate to (1) consumables and (2) maintenance services. Because the timing and pattern of transfer for the operating lease component, the T2-owned instrument, and maintenance components of a reagent rental agreement are recognized over the same time period and in the same pattern, the Company elected the practical expedient to aggregate non-lease components with the associated lease component and account for the combined component as an operating lease for all instrument leases. In the evaluation of whether the lease component (T2-owned instrument) or the non-lease component associated with the lease component (maintenance) is the predominant component, the Company determined that the lease component is predominant as we believe the customer would ascribe more value to the use of the T2-owned instrument than that of the maintenance services. The T2-owned instrument lease and maintenance service performance obligations are classified as a single category of instrument rental revenue within product revenue in the condensed consolidated statements of operations and comprehensive loss (see disaggregated revenue table below in Revenue Recognition section). The consumables non-lease component does not meet the requirements to elect the practical expedient and thus must apply ASC Topic 606, Revenue from Contracts with Customers , as described below in the Revenue Recognition section. The Company considers the economic life of its T2-owned instruments to be five years. The Company believes five years is representative of the period during which the instrument is expected to be economically usable by one or more users, with normal service, for the purpose for which it is intended. The residual value is estimated to be the value at the end of the lease term based on the anticipated fair market value of the units. The Company mitigates residual value risk of its leased instrument by performing regular management and maintenance, as necessary. Revenue Recognition The Company generates revenue from the sale of instruments, consumable diagnostic tests, related services, reagent rental agreements and government contributions. For arrangements in the scope of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), the Company determines revenue recognition through the following steps: • Identification of a contract with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations • Recognition of revenue as a performance obligation is satisfied The amount of revenue recognized reflects the consideration the Company expects to be entitled to receive in exchange for these goods and services. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers either at a point in time, typically upon shipment, or over time, as services are performed. Most of the Company’s contracts with distributors in geographic regions outside the United States contain only a single performance obligation, whereas most of the Company’s contracts with direct sales customers in the United States contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. Excluded from the transaction price are sales tax and other similar taxes which are presented on a net basis. Product revenue is generated by the sale of instruments and consumable diagnostic tests predominantly through the Company’s direct sales force in the United States and distributors in geographic regions outside the United States. The Company generally does not offer product returns or exchange rights (other than those relating to defective goods under warranty) or price protection allowances to its customers, including its distributors. Payment terms granted to distributors are the same as those granted to end-user customers and payments are not dependent upon the distributors’ receipt of payment from their end-user customers. The Company either sells instruments to customers and international distributors or retains title and places the instrument at the customer site pursuant to a reagent rental agreement. When an instrument is purchased by a customer or international distributor, the Company recognizes revenue when the related performance obligation is satisfied (i.e., when the control of an instrument has passed to the customer; typically, at shipping point). When the instrument is placed under a reagent rental agreement, the Company’s customers generally agree to fixed term agreements, which can be extended, and incremental charges on each consumable diagnostic test purchased. Revenue from the sale of consumable diagnostic tests (under a reagent rental agreement) is generally recognized upon shipment. The transaction price from consumables purchases is allocated between the lease and nonlease components when related performance obligations are satisfied, as a component of lease and product revenue, and is included as Instrument Rentals in the below table. Revenue associated with reagent rental consumables purchases is currently classified as variable consideration and constrained until a purchase order is received and related performance obligations have been satisfied. Revenue from the sale of consumable diagnostic tests (under instrument purchase agreements) is recognized when control has passed to the customer, typically at shipping point. Shipping and handling costs billed to customers in connection with a product sale are recorded as a component of the transaction price and allocated to product revenue in the condensed consolidated statements of operations and comprehensive loss as they are incurred by the Company in fulfilling its performance obligations. Direct sales of instruments include warranty, maintenance and technical support services typically for one year following the installation of the purchased instrument (“Maintenance Services”). Maintenance Services are separate performance obligations as they are service based warranties and are recognized on a straight-line basis over the service delivery period. After the completion of the initial Maintenance Services period, customers have the option to renew or extend the Maintenance Services typically for additional one-year periods in exchange for additional consideration. The extended Maintenance Services are also service based warranties that represent separate purchasing decisions. The Company recognizes revenue allocated to the extended Maintenance Services performance obligation on a straight-line basis over the service delivery period. Fees paid to member-owned group purchasing organizations (“GPOs”) are deducted from related product revenues. The Company warrants that consumable diagnostic tests will be free from defects, when handled according to product specifications, for the stated life of the product. To fulfill valid warranty claims, the Company provides replacement product free of charge. Warranty expense is recognized based on the estimated defect rates of the consumable diagnostic tests. Contribution Revenue The government contract with BARDA was considered a government grant and not considered a contract with a customer and thus not subject to ASC 606. Revenue under the government BARDA contract was earned under a cost-sharing arrangement in which the Company was reimbursed for direct costs incurred plus allowable indirect costs. The government contract revenue was recognized as the related reimbursable expenses were incurred. The cost reimbursement that was reported as revenue was presented gross of the related reimbursable expenses in the Company’s condensed consolidated statements of operations and comprehensive loss; the related reimbursable expenses were expensed as incurred as research and development expense. The Company accounted for these contracts as a government grant by analogy to International Accounting Standards 20 (“IAS 20”), Accounting for Government Grants and Disclosure of Government Assistance . The BARDA contract expired in September 2023. Disaggregation of Revenue The Company disaggregates revenue from contracts with customers by type of products and services, as it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The following table disaggregates our revenue by major source (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Product revenue Instruments 263 616 1,135 1,849 Consumables 1,038 1,822 3,453 6,442 Instrument rentals 17 5 121 74 Service 154 198 382 679 Total product revenue 1,472 2,641 5,091 9,044 Contribution revenue — 1,036 423 7,778 Total revenue $ 1,472 $ 3,677 $ 5,514 $ 16,822 Remaining Performance Obligations Under ASC 606, the Company is required to disclose the aggregate amount of the transaction price that is allocated to unsatisfied or partially satisfied performance obligations as of September 30, 2023 . However, the guidance provides certain practical expedients that limit this requirement, and therefore, the Company has elected to not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The nature of the excluded unsatisfied performance obligations pursuant to the practical expedient include consumable shipments, service contracts, warranties and installation services that will be performed within one year . The amount of the transaction price that is allocated to unsatisfied or partially satisfied performance obligations, that has not yet been recognized as revenue and that does not meet the elected practical expedient is $ 0.1 million as of September 30, 2023 . The Company expects to recognize 61 % of this amount as revenue within one year and the remainder within three years . Judgments Certain contracts with customers include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Once the performance obligations are determined, the Company determines the transaction price, which includes estimating the amount of variable consideration, based on the most likely amount, to be included in the transaction price, if any. The Company then allocates the transaction price to each performance obligation in the contract based on a relative standalone selling price method. The corresponding revenue is recognized as the related performance obligations are satisfied as discussed in the revenue categories above. Judgment is required to determine the standalone selling price for each distinct performance obligation. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as a range of selling prices, market conditions and the expected costs and margin related to the performance obligations. Contract Assets and Liabilities The Company's contract assets represent revenue recognized for performance obligations in advance of invoicing at the contract level based on the transaction price allocated to the respective performance obligations. The opening and closing balances of the Company's contract assets were $ 0.1 million and $ 0.1 million for the nine months ended September 30, 2023 , respectively, and $ 0.0 million and $ 0.1 million for the nine months ended September 30, 2022, respectively. The Company’s contract liabilities consist of upfront payments for research and development contracts and maintenance services on instrument sales. Contract liabilities are classified in deferred revenue as current or non-current based on the timing of when revenue is expected to be recognized. The opening and closing balances of the Company's contract liabilities were $ 0.2 million and $ 0.3 million for the nine months ended September 30, 2023 , respectively, and $ 0.5 million and $ 0.2 million for the nine months ended September 30, 2022, respectively. Revenue recognized during the nine months ended September 30, 2023 relating to contract liabilities on December 31, 2022 was $ 0.2 million and related to straight-line revenue recognition associated with maintenance agreements. Accounts Receivable, Net The opening and closing balances of the Company's accounts receivable, net were $ 2.2 million and $ 1.1 million for the nine months ended September 30, 2023 , respectively, and $ 5.1 million and $ 1.6 million for the nine months ended September 30, 2022 , respectively. Cost of Product Revenue Cost of product revenue includes the cost of materials, direct labor and manufacturing overhead costs used in the manufacture of consumable diagnostic tests sold to customers, related warranty and license and royalty fees. Cost of product revenue also includes depreciation on T2-owned revenue generating T2Dx Instruments that have been placed with customers under reagent rental agreements; costs of materials, direct labor and manufacturing overhead costs on the T2Dx Instruments sold to customers; and other costs such as customer support costs, royalties and license fees, warranty and repair and maintenance expense on the T2Dx Instruments that have been placed with customers under reagent rental agreements. Research and Development Costs Costs incurred in the research and development of the Company’s product candidates are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including activities associated with delivering products or services associated with contribution revenue, clinical trials to evaluate the clinical utility of product candidates, and costs associated with the enhancements of developed products. These costs include salaries and bene |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements The Company measures the following financial assets at fair value on a recurring basis. There were no transfers between levels of the fair value hierarchy during any of the periods presented. The following tables set forth the Company’s financial assets and liabilities carried at fair value categorized using the lowest level of input applicable to each financial instrument as of September 30, 2023 and December 31, 2022 (in thousands): Balance at Quoted Prices Significant Significant Liabilities: Warrant liabilities $ 1,168 $ — $ 1,168 $ — Derivative liability related to Term Loan 652 — — 652 $ 1,820 $ — $ 1,168 $ 652 Balance at Quoted Prices Significant Significant Liabilities: Warrant liabilities $ 39 $ — $ 39 $ — Derivative liability related to Term Loan 1,088 — — 1,088 $ 1,127 $ — $ 39 $ 1,088 The Company maintains money market accounts classified as restricted cash, which are Level 1 assets, for $ 0.6 million on September 30, 2023 and $ 1.6 million on December 31, 2022 (Note 4). The Company estimated the fair value of the warrant issued in conjunction with the Series A Redeemable Convertible Preferred Stock in August of 2022 (the “Series A Warrant”) (Note 8) using the Black-Scholes Model, which uses multiple inputs including the Company’s stock price, the exercise price of the warrant, volatility of the Company’s stock price, the risk-free interest rate and the expected term of the warrant. The estimated fair value of the Series A Warrant on September 30, 2023 was determined using the following assumptions: Risk-free interest rate 4.66 % Expected dividend yield 0.00 % Expected volatility 146.00 % Expected term 4.38 The Company estimated the fair value of the Common Stock Warrant issued in February of 2023 (the “Common Stock Warrant”) (Note 8) using both the Black-Scholes Model and Monte Carlo simulation methods to model different potential settlement outcomes. These models use multiple inputs including the Company’s stock price, the exercise price of the warrant, volatility of the Company’s stock price, the risk-free interest rate and the expected term of the warrant. Such inputs may vary depending on the model applied and the underlying scenario assumptions. Key inputs included the warrant exercise price of $ 108.00 per share, a risk-free interest rate of 4.66 %, expected volatility ranging from 146 % to 268 %, an expected dividend yield of 0.00 %, a stock price of $ 26.73 (adjusted to reflect volume weighting) and an expected term ranging from zero years to 4.38 years, depending on the simulation. The following table provides a roll-forward of the fair value of the Common Stock Warrants (in thousands): Balance on December 31, 2022 $ — Issuance of Common Stock Warrant 7,568 Settlement due to cashless exercise ( 938 ) Change in fair value 1,326 Balance on March 31, 2023 $ 7,956 Issuance of Common Stock Warrant — Settlement due to cashless exercise ( 510 ) Change in fair value ( 7,178 ) Balance on June 30, 2023 $ 268 Issuance of Common Stock Warrant — Settlement due to cashless exercise ( 32 ) Change in fair value 924 Balance on September 30, 2023 $ 1,160 The Company has a derivative instrument related to its Term Loan Agreement (Note 6) that requires the Company to pay additional interest of 4 % per annum upon an event of default or if any obligation other than the unpaid principal amount of the Term Loan is not paid when due. Fair value is determined quarterly. The fair value on September 30, 2023 and December 31, 2022 is $ 0.7 million and $ 1.1 million, respectively, and is classified as a current liability on the balance sheet on September 30, 2023 and a non-current liability on December 31, 2022, to match the classification of the related Term Loan Agreement (Note 6). The estimated fair value of the derivative on September 30, 2023 was determined using a probability-weighted discounted cash flow model that includes contingent interest payments under the following scenarios: Probability 4 % contingent interest beginning in Q2 2024 50 % The following table provides a roll-forward of the fair value of the derivative liability related to the Term Loan (in thousands): Balance on December 31, 2022 $ 1,088 Change in fair value of derivative related to Term Loan 770 Balance on March 31, 2023 $ 1,858 Change in fair value of derivative related to Term Loan ( 1,022 ) Balance on June 30, 2023 $ 836 Change in fair value of derivative related to Term Loan ( 184 ) Balance on September 30, 2023 $ 652 The Company is required to disclose the fair value and the level within the fair value hierarchy for financial instruments that are not measured at fair value on a recurring basis. For certain financial instruments, including accounts receivable, prepaid expenses and other current assets, accounts payable and accrued expenses, the carrying amounts approximate their fair values as of September 30, 2023 and December 31, 2022 because of their short-term nature. Cash and cash equivalents were classified as Level 1 and all other financial instruments were classified as Level 2 within the fair value hierarchy. The Company used Level 3 inputs to measure the fair value of its Term Loan Agreement. Based on these measurements, the Company concluded that the carrying value of the Term Loan Agreement approximates its fair value on September 30, 2023 . |
Restricted Cash
Restricted Cash | 9 Months Ended |
Sep. 30, 2023 | |
Restricted Cash [Abstract] | |
Restricted Cash | 4. Restricted Cash The Company is required to maintain security deposits for its office lease agreements. On December 31, 2022 , the Company had lease security deposits, invested in money market accounts, aggregating $ 1.6 million. In January 2023 one of these deposits of $ 1.0 million was claimed by a landlord as compensation for a lease dispute (Note 14). The remaining collateral deposits aggregated $ 0.6 million as of September 30, 2023 . |
Supplemental Balance Sheet Info
Supplemental Balance Sheet Information | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Balance Sheet Information | 5. Supplemental Balance Sheet Information Inventories, net Inventories, net are stated at the lower of cost or net realizable value on a first-in, first-out basis and are comprised of the following (in thousands): September 30, December 31, Raw materials $ 2,442 $ 2,004 Work-in-process 1,162 1,176 Finished goods 677 1,105 Total inventories, net $ 4,281 $ 4,285 Property and Equipment, net Property and equipment, net consist of the following (in thousands): September 30, December 31, Office and computer equipment $ 710 $ 757 Software 778 783 Laboratory equipment 5,104 5,570 Furniture 198 197 Manufacturing equipment 1,109 1,454 Manufacturing tooling and molds 371 494 T2-owned instruments and components 4,061 4,052 Leased T2-owned instruments 967 1,014 Leasehold improvements 3,608 3,784 Construction in progress — 685 16,906 18,790 Less accumulated depreciation and amortization ( 14,864 ) ( 14,257 ) Property and equipment, net $ 2,042 $ 4,533 Construction in progress is primarily comprised of equipment that has not been placed in service. T2-owned instruments and components is primarily comprised of instruments that will be used for internal research and development, clinical studies and reagent rental agreement with customers. Depreciation expense, a component of cost of product revenue, from instruments under the T2-owned reagent rental pool was $ 0.1 million for the three months ended September 30, 2023 and immaterial for the three months ended September 30, 2022 . Depreciation expense from instruments under the T2-owned reagent rental pool was $ 0.2 million and $ 0.1 million for the nine months ended September 30, 2023 and 2022, respectively. Total depreciation expense for T2-owned instruments used for internal research and development and clinical studies is recorded as a component of research and development expense. Depreciation and amortization expense of $ 0.1 million and $ 0.3 million was charged to operations for the three months ended September 30, 2023 and 2022 , respectively. Depreciation and amortization expense of $ 0.8 million was charged to operations for the nine months ended September 30, 2023 and 2022. For the three months ended September 30, 2023, we determined a triggering event occurred that required us to evaluate our long-lived assets for impairment. The triggering event was the reassessment of the Company’s sales demand forecast. We evaluated our long-lived assets by our two asset groups, which are T2-owned assets that are placed at customer sites as rental instruments and all other assets which support the Company’s product research and manufacturing. As a result of the evaluation, the Company recorded impairment charges for T2-owned non-lease instruments and reagent manufacturing assets. T2-owned non-lease instruments were evaluated based on average historical sale prices for refurbished instruments. Reagent manufacturing assets were evaluated based on estimated cash flows from projected reagent test sales using historical margins and commission rates. The Company recorded a total loss on impairment of property and equipment of $ 2.5 million for the three and nine months ended September 30, 2023. Accrued Expenses Accrued expenses consist of the following (in thousands): September 30, December 31, Accrued payroll and compensation $ 3,230 $ 2,930 Accrued clinical trial and development expenses 731 1,097 Accrued professional services 568 1,626 Accrued interest — 1,009 Other accrued expenses 425 607 Total accrued expenses and other current liabilities $ 4,954 $ 7,269 Accrued professional services on December 31, 2022 includes a $ 1.0 million estimated liability related to the Billerica, Massachusetts lease (Note 14). |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable | 6. Notes Payable Term Loan Agreement In December 2016, the Company entered into the Term Loan Agreement with CRG. The Company initially borrowed $ 40.0 million under the Term Loan Agreement and had the ability to borrow an additional $ 10.0 million upon receiving specified clearance for the marketing of T2Bacteria by April 30, 2018 (the “Approval Milestone”). The Company agreed to pay (1) a financing fee based on the amount of principal drawn and (2) a final payment fee based on the principal outstanding upon repayment. The debt discount related to the financing fee and the fees paid to CRG are being amortized over the loan term as interest expense. The final payment fee is accrued as interest expense and is classified consistent with the classification of the Term Loan. The Term Loan’s principal is prepayable at any time partially or in full without a prepayment penalty. Borrowings are collateralized by a lien on substantially all Company assets, including intellectual property. The Term Loan Agreement provides for affirmative and negative covenants, including a requirement to maintain a minimum cash balance of $ 5.0 million. The Term Loan Agreement includes a subjective acceleration clause whereby an event of default, including a material adverse change in the business, operations, or conditions (financial or otherwise), could result, at CRG’s discretion, in the acceleration of the obligations under the Term Loan Agreement. Under certain circumstances, a default interest rate of an additional 4.0 % per annum may apply, at CRG’s discretion, on all outstanding obligations during the occurrence and continuance of an event of default. The Term Loan originally had a six-year term, with three years of interest-only payments accruing at a fixed rate of 12.5 %, of which 4.0 % could be paid in-kind by increasing the principal balance. After achievement of the Approval Milestone, such rates would be reduced and a fourth year of interest-only payments would be granted, after which quarterly payments of principal and interest would be owed through the December 30, 2022 maturity date. Upon achievement of certain performance metrics, the loan would be converted to interest-only until its maturity, at which time all unpaid principal and interest would be due and payable. In connection with the Term Loan Agreement, the Company issued warrants to CRG to purchase a total of 105 shares of the Company’s common stock, exercisable any time prior to December 30, 2026. Amendments The Term Loan Agreement has been amended nine times. As a result of those amendments, certain terms of the Term Loan have been revised as follows: • In 2018, upon the Company’s achievement of the Approval Milestone, interest on borrowings began accruing at 11.50 % per year, 8 % of which is payable in cash quarterly and 3.5 % of which is deferred and added to principal until maturity. • In 2019: ▪ The final payment fee was increased from 8 % to 10 % of the principal outstanding upon repayment. ▪ The Company issued additional warrants to CRG to purchase 113 shares of its common stock, exercisable any time prior to September 9, 2029 at an exercise price of $ 7,750.00 per share, with provisions for termination upon a change of control or a sale of all or substantially all of the assets of the Company (these warrants, along with the 105 warrants previously issued to CRG, are collectively referred to as the “CRG Warrants”). ▪ The Company reduced the exercise price for the warrants previously issued to CRG to $ 7,750.00 . • In 2022, the principal maturity date was extended to December 30, 2024, and the Term Loan’s interest-only payment period was extended until that maturity date. • In 2023: ▪ The Company and CRG entered into a waiver and consent that reduced the minimum liquidity covenant to $ 500,000 until December 31, 2023 (see discussion below regarding the subsequent event). ▪ CRG waived certain specified events of default associated with the Company’s issuance of shares of Series A Redeemable Convertible Preferred Stock in August 2022 and the subsequent redemption (See Note 8). ▪ Subsequent to September 30, 2023, the interest-only period and maturity of the Term Loan were extended to December 31, 2025 and the $ 500,000 liquidity covenant was made permanent (See Note 15). In July 2023, CRG canceled $ 10.0 million of the Term Loan’s principal in exchange for 483,457 shares of common stock and 93,297 shares of Series B Convertible Preferred Stock. The warrants to purchase 218 shares of the Company’s common stock remain outstanding on September 30, 2023. There were no covenant violations during the three and nine months ended September 30, 2023. Amendments made in February 2022 and November 2022 and the partial principal cancellation in July 2023 were accounted for as troubled debt restructurings. For all restructurings, at the time of the restructuring the future undiscounted cash outflows required under the amended agreement exceeded the carrying value of the debt and no gain was recognized as a result of the restructurings. The effects of each restructuring were accounted for prospectively. Classification and Subsequent Event The Term Loan Agreement with CRG was classified as a non-current liability on December 31, 2022. In May 2023, the Company received a modification and waiver reducing the Term Loan’s minimum cash covenant from $ 5.0 million to $ 500,000 until December 31, 2023. In addition, in October 2023, the interest-only period and maturity of the Term Loan were extended to December 31, 2025 , and the $ 500,000 liquidity covenant was made permanent. Because management believes it is probable that the Company will not be able to comply with the covenant through September 30, 2024 unless additional funds are raised, the Company concluded that the Term Loan and related liabilities should be classified as current on September 30, 2023. Future Payments Future principal payments on the notes payable are as follows (in thousands): September 30, December 31, Term Loan Agreement including PIK interest, $ 42,910 $ 53,453 Less: unaccrued paid-in-kind interest ( 1,857 ) ( 3,647 ) Less: unamortized discount and deferred issuance costs ( 146 ) ( 155 ) Total notes payable $ 40,907 $ 49,651 |
Preferred Stock
Preferred Stock | 9 Months Ended |
Sep. 30, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Preferred Stock | 7. Preferred Stock Series A Redeemable Preferred Stock On July 5, 2023, the Company issued Series A Redeemable Preferred Stock (the “Series A Preferred Stock”) to help effect a Reverse Stock Split Proposal. Subject to the terms and conditions of a Securities Purchase Agreement, the Company agreed to issue and sell to CRG 1,000 shares of newly designated Series A Preferred Stock, par value $ 0.001 per share, for a total purchase price of $ 100.00 . A “Reverse Stock Split Proposal” means any proposal approved by the Company’s Board of Directors and submitted to the Company’s stockholders to adopt an amendment(s) to the Company’s Amended and Restated Certificate of Incorporation to combine the outstanding shares of common stock into a smaller number of shares of common stock at a ratio to be specified. Voting Rights Shares of the Series A Preferred Stock had the right to vote only on any Reverse Stock Split Proposal and as may have been required by law. The Series A Preferred Stock represented an aggregate of 400,000,000 votes, and CRG agreed to vote in the same proportion as shares of common stock of the Company were voted on any Reverse Stock Split Proposal. Redemption The Series A Preferred Stock were redeemable (i) at any time if such redemption was ordered by the Board of Directors in its sole discretion, automatically and effective on such time and date specified by the Board of Directors in its sole discretion, or (ii) automatically immediately following the approval by the stockholders of the Company of a Reverse Stock Split Proposal at a redemption price of $ 100.00 . On September 15, 2023, the Company’s stockholders voted to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock, par value $ 0.001 per share, at a reverse split ratio ranging from any whole number between and including 1-for-50 and 1-for-150, with the exact ratio to be determined at the discretion of the Board of Directors of the Company . As a result of that stockholder vote, the Series A Preferred Stock was redeemed on September 15, 2023, for $ 100 . Upon its redemption, the Company’s Series A Preferred Stock ceased to be outstanding. Series B Convertible Preferred Stock On July 3, 2023, in conjunction with an agreement it reached with CRG to cancel $ 10.0 million of its Term Loan principal, the Company issued to CRG (i) an aggregate of 483,457 shares of common stock at a purchase price of $ 7.06 per share for a total purchase price of $ 3.4 million, and (ii) an aggregate of 93,297 shares of newly designated Series B Convertible Preferred Stock (the “Series B Preferred Stock”), par value $ 0.001 per share, at a purchase price of $ 70.60 per share (the “Stated Value”) for a total purchase price of $ 6.6 million. Dividends Holders of Series B Preferred Stock are entitled to receive dividends on such shares (other than common stock dividends) equal (on an as-if-converted-to-common-stock basis) to and in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of the common stock. No other dividends shall be paid on shares of Series B Preferred Stock. All declared but unpaid dividends on shares of Series B Preferred Stock will increase the Stated Value of such shares, but when such dividends are actually paid any such increase in the Stated Value will be rescinded. Voting Rights Except as may be required by law, the Series B Preferred Stock has no voting rights. However, as long as any shares of Series B Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series B Preferred Stock, (i) alter or change adversely the powers, preferences or rights given to the Series B Preferred Stock, (ii) increase or decrease (other than by conversion) the number of authorized shares of Series B Preferred Stock, or (iii) enter into any agreement with respect to any of the foregoing. Liquidation Preference The Series B Preferred Stock ranks (i) senior to any class or series of capital stock of the Corporation hereafter created specifically ranking by its terms junior to any Series B Preferred Stock (collectively, the “Junior Securities”); (ii) on parity with the common stock; (iii) on parity with any class or series of capital stock of the Company hereafter created specifically ranking by its terms on parity with the Series B Preferred Stock (together with the common stock, the “Parity Securities”); and (iv) junior to any class or series of capital stock of the Company hereafter created specifically ranking by its terms senior to any Series B Preferred Stock (“Senior Securities”), in each case, as to distributions of assets upon liquidation, dissolution or winding up of the Company, whether voluntarily or involuntarily (a “Liquidation”). No Junior Securities, Parity Securities or Senior Securities existed at September 30, 2023. In a Liquidation, the Series B Preferred Stockholder will, subject to the prior and superior rights of the holders of any Senior Securities, be entitled to receive, in preference to any distributions of any of the assets or surplus funds of the Company to the holders of the Junior Securities and pari passu with any distribution to the holders of Parity Securities, an equivalent amount of any distributions as would be paid on the common stock underlying the Series B Preferred Stock, determined on an as-converted basis (without regard to any limitations on conversion), plus an additional amount equal to any dividends declared but unpaid on such shares, before any payments shall be made or any assets distributed to holders of any class of Junior Securities. Conversion Rights Each share of Series B Preferred Stock is convertible, at any time and from time to time from and after the Reverse Split Amendment has been filed with the Secretary of State of the State of Delaware, at the option of the holder thereof, into a number of shares of common stock equal to the product of the Conversion Ratio (which is the $ 70.60 Stated Value of such shares divided by the $ 7.06 Conversion Price, subject to adjustment) and the number of shares of Series B Preferred Stock to be converted. The Reverse Split Amendment was filed on October 12, 2023. The conversion feature is subject to certain beneficial ownership limitations. The Conversion Price also is subject to adjustment for stock dividends and stock splits. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | 8. Warrants Series A Warrant On August 15, 2022, the Company issued an aggregate of 3,000 shares of Series A Redeemable Convertible Preferred Stock with a par value of $ 0.001 per share and the Series A Warrant to purchase up to an aggregate of 428 shares of common stock of the Company at an exercise price of $ 750.00 per share (such number of shares and exercise price are adjusted for the reverse stock split described in Note 2) for an aggregate subscription amount equal to $ 0.3 million, before deducting estimated offering expenses payable by the Company. In the fourth quarter of 2022, the Series A Redeemable Convertible Preferred Stock was redeemed. The Series A Warrant became exercisable on February 15, 2023 and expires on February 15, 2028 . The Series A Warrant contains certain anti-dilution provisions to protect the holder. On February 17, 2023, the Company issued and sold shares of common stock, pre-funded warrants to purchase common stock and warrants to purchase common stock to an underwriter pursuant to an underwriting agreement (see discussion below). The terms of that offering triggered an adjustment to the exercise price of the Series A Warrant to $ 54.00 effective as of February 17, 2023. The Company is required to measure the Series A Warrant at fair value at inception and in subsequent reporting periods with changes in fair value recognized in change in fair value of warrant liabilities in the period of change in the condensed consolidated statements of operations and comprehensive loss. The fair value of the liability related to the Series A Warrant at inception was $ 0.4 million. The Series A Warrant was not exercised as of September 30, 2023 and remains outstanding. The change in fair value during the three and nine months ended September 30, 2023 was immaterial. Pre-Funded Warrants and Common Stock Warrants On February 17, 2023, the Company sold 90,185 shares of $ 0.001 par value common stock, 20,925 Pre-Funded Warrants and 222,222 Common Stock Warrants through an offering underwritten by Craig-Hallum Capital Group LLC. Each of the shares and Pre-Funded Warrants were sold in combination with an accompanying Common Stock Warrant to purchase two shares of the Company’s common stock. The combined purchase price for each share and accompanying Common Stock Warrant is $ 108.00 , and for each Pre-Funded Warrant and accompanying Common Stock Warrant is $ 107.90 , which was equal to the combined purchase price for each share and accompanying Common Stock Warrant sold in the offering, minus the Pre-Funded Warrant’s exercise price per share of $ 0.10 . The total proceeds of $ 12.0 million from the February 17, 2023 offering were allocated between the common stock, Pre-Funded Warrants and Common Stock Warrants. Because the Common Stock Warrants are liability-classified, an amount of proceeds equal to the fair value of the liability were first allocated to the Common Stock Warrants. The remaining proceeds were allocated on a relative fair value basis to the common stock and the Pre-Funded Warrants and recognized in additional paid-in capital. Total issuance costs related to the offering of $ 1.1 million were allocated in a similar manner as the total proceeds. As a result, approximately $ 0.7 million of issuance costs were expensed at the issuance date and recognized as other expenses in the condensed consolidated statements of operations and comprehensive loss. The remaining issuance costs were recognized within additional paid-in-capital as a reduction to the proceeds received for the common stock and Pre-Funded Warrants. The Pre-Funded Warrants had (i) an exercise price per share of common stock equal to $ 0.10 or (ii) a cashless exercise option, with the number of shares received determined according to the formula set forth in the Pre-Funded Warrant. The Pre-Funded Warrants were exercisable upon issuance and did not expire. The exercise price and the number of shares of common stock issuable upon exercise of the Pre-Funded Warrants was subject to adjustment in the event of certain stock dividends and distributions, splits, combinations, reclassifications or similar events affecting the common stock. Holders of Pre-Funded Warrants participated in any distributions to common stockholders as if the holders had exercised the Pre-Funded Warrants. The Company determined that the Pre-Funded Warrants were indexed to the Company’s own stock and met the requirements for equity classification. Proceeds allocated to such warrants totaled $ 0.8 million. No Pre-Funded Warrants remain outstanding on September 30, 2023. The Common Stock Warrants have (i) an exercise price per share of common stock equal to $ 108.00 per share, (ii) a cashless exercise option if, at the time of exercise, there is no effective registration statement registering or the prospectus is not available for the issuance of the warrant shares to the holder, with the number of shares received determined according to the formula set forth in the Common Stock Warrant or (iii) an alternate cashless exercise option, which became exercisable on March 15, 2023 , equal to the product of (x) the aggregate number of shares of common stock that would be issuable upon a cash exercise and (y) 0.5. The Common Stock Warrants are exercisable upon issuance and expire on February 17, 2028 . The exercise price and the number of shares of common stock issuable upon exercise of the Common Stock Warrants is subject to adjustment in the event of certain stock dividends and distributions, splits, combinations, reclassifications or similar events affecting the common stock. Holders of the Common Stock Warrants will participate in any distributions to common stockholders as if the holders had exercised the Common Stock Warrants. The Common Stock Warrants are redeemable upon the occurrence of a Fundamental Transaction (as defined in the Common Stock Purchase Warrant Agreement). The Company determined that the Common Stock Warrants are not indexed to the Company’s own stock and therefore are precluded from equity classification. In addition, the Common Stock Warrant liability meets the definition of a derivative instrument. The Common Stock Warrants will be measured at fair value at inception and in subsequent reporting periods with changes in fair value recognized in income as change in fair value of warrant liabilities in the period of change in the condensed consolidated statements of operations and comprehensive loss. The fair value of the Common Stock Warrant liability at inception was $ 7.6 million. During the third quarter of 2023, 1,851 Common Stock Warrants were exercised pursuant to the cashless exercise option resulting in the issuance of 925 shares of common stock. On September 30, 2023 , 66,665 Common Stock Warrants remain outstanding. The change in fair value after issuance consisted of an expense of $ 0.9 million and a reduction of expense of $ 5.0 million during the three and nine months ended September 30, 2023, respectively. The Company has also issued certain warrants in conjunction with its Term Loan Agreement. See Note 6. |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders' Deficit | 9. Stockholders’ Deficit Preferred Stock The Company has authorized the issuance of up to 10,000,000 shares of $ 0.001 par value preferred stock. The Board of Directors will determine the preferred stock’s rights, preferences, privileges, restrictions, voting rights, dividend rights, conversion rights, redemption privileges, and liquidation preferences. Common Stock The Company has authorized the issuance of 400,000,000 shares of $ 0.001 par value common stock. Each share of common stock is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the Board of Directors, subject to the prior rights of holders of all classes of stock outstanding. Equity Distribution Agreement On March 31, 2021, the Company entered into an Equity Distribution Agreement with Canaccord Genuity (the “Equity Distribution Agreement”), through which the Company may sell up to $ 75.0 million of gross proceeds of common stock. In July 2023, the Company filed an amendment to the prospectus supplement relating to the offer and sale of shares under the Equity Distribution Agreement to increase the maximum amount of shares that the Company may sell pursuant to its Equity Distribution Agreement with Canaccord Genuity by $ 65 million. At the time of the amendment, the Company had sold shares of its common stock for gross proceeds of $ 71.3 million. Canaccord, as agent, sells shares at the Company’s request through “at the market” offerings, subject to shelf limitations, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, or by any other method permitted by law, including negotiated transactions. Canaccord receives a fee of 3 % of gross proceeds of common stock sold under the Equity Distribution Agreement for its services. Legal and accounting fees from sales under the Equity Distribution Agreement are charged to share capital. Under the Equity Distribution Agreement, the Company sold 1,015,385 shares of common stock during the three months ended September 30, 2023 for net proceeds of $ 21.7 million, and 30,805 shares of common stock during the three months ended September 30, 2022 for net proceeds of $ 22.2 million. Under the Equity Distribution Agreement, the Company sold 3,167,968 shares of common stock during the nine months ended September 30, 2023 for net proceeds of $ 41.0 million, and 36,687 shares of common stock during the nine months ended September 30, 2022 for net proceeds of $ 28.1 million. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | . Stock-Based Compensation Stock Incentive Plans 2006 Stock Incentive Plan The Company’s Amended and Restated 2006 Employee, Director and Consultant Stock Plan (“2006 Plan”) was established for granting stock incentive awards to directors, officers, employees and consultants of the Company. Upon closing of the Company’s IPO in August 2014, the Company ceased granting stock incentive awards under the 2006 Plan. The 2006 Plan provided for the grant of incentive and non-qualified stock options and restricted stock grants as determined by the Company’s board of directors. Under the 2006 Plan, stock options were generally granted with exercise prices equal to or greater than the fair value of the common stock as determined by the board of directors, expired no later than 10 years from the date of grant, and vested over various periods not exceeding 4 years. 2014 Stock Incentive Plan The Company’s 2014 Incentive Award Plan (“2014 Plan”, and together with the 2006 Plan, the “Stock Incentive Plans”), which was amended and restated in October 2023, provides for the issuance of shares of common stock in the form of stock options, awards of restricted stock, awards of restricted stock units, performance awards, dividend equivalent awards, stock payment awards and stock appreciation rights to directors, officers, employees and consultants of the Company. Since the establishment of the 2014 Plan, the Company has primarily granted stock options and restricted stock units. Generally, stock options are granted with exercise prices equal to or greater than the fair value of the common stock on the date of grant, expire no later than 10 years from the date of grant, and vest over various periods not exceeding 4 years. The number of shares reserved for future issuance under the 2014 Plan is the sum of (1) 164 shares, (2) any shares that were granted under the 2006 Plan which are forfeited, lapse unexercised or are settled in cash subsequent to the effective date of the 2014 Plan and (3) an annual increase on the first day of each calendar year beginning January 1, 2015 and ending on January 1, 2026, equal to the lesser of (A) 4 % of the shares outstanding (on an as-converted basis) on the final day of the immediately preceding calendar year and (B) such smaller number of shares determined by the Company’s board of directors; provided, however, no more than 35 million shares may be issued upon the exercise of incentive stock options. As of September 30, 2023 , there were 1,962 shares available for future grant under the 2014 Plan. Inducement Award Plan The Company’s Amended and Restated Inducement Award Plan (“Inducement Plan”), which was adopted in March 2018 without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq listing rules (“Rule 5635(c)(4)”) and most recently amended and restated in February 2023, provides for the grant of equity awards to new employees, including options, restricted stock awards, restricted stock units, performance awards, dividend equivalent awards, stock payment awards and stock appreciation rights. In accordance with Rule 5635(c)(4), awards under the Inducement Plan may only be made to a newly hired employee who has not previously been a member of the Company’s Board of Directors, or an employee who is being rehired following a bona fide period of non-employment by us as a material inducement to the employee’s entering into employment with us. The aggregate number of shares of common stock which may be issued or transferred pursuant to awards under the Inducement Plan is 6,925 shares. Any awards that forfeit, expire, lapse, or are settled for cash without the delivery of shares to the holder are available for the grant of an award under the Inducement Plan. Any shares repurchased by or surrendered to the Company that are returned shall be available for the grant of an award under the Inducement Plan. The payment of dividend equivalents in cash in conjunction with any outstanding award shall not be counted against the shares available for issuance under the Inducement Plan. As of September 30, 2023 , there were 5,473 shares available for future grant under the Inducement Plan. Stock Options The aggregate fair value of stock options granted during the nine months ended September 30, 2023 was immaterial. During the nine months ended September 30, 2022 , the Company granted stock options with an aggregate fair value of $ 0.6 million, which are being amortized into compensation expense over the vesting period of the options as the services are being provided. The following is a summary of option activity under the Stock Incentive Plans and Inducement Plan (in thousands, except share and per share amounts): Number of Weighted-Average Weighted-Average Aggregate Intrinsic Outstanding on December 31, 2022 1,674 $ 13,855.94 5.93 $ — Granted 404 30.84 Exercised — — Forfeited ( 303 ) 1,245.82 Cancelled ( 202 ) 13,738.32 Outstanding on September 30, 2023 1,573 $ 12,749.32 6.13 $ 3 Exercisable on September 30, 2023 1,183 $ 16,274.86 5.28 $ — Vested or expected to vest on September 30, 2023 1,490 $ 13,386.78 5.96 $ 2 There were no options exercised in the nine months ended September 30, 2023 and 2022. The weighted-average grant date fair values of stock options granted in the nine months ended September 30, 2023 and 2022 was $ 26.30 per share and $ 1,758.00 per share, respectively, and were calculated using the following estimated assumptions: Nine Months Ended 2023 2022 Weighted-average risk-free interest rate 3.88 % 2.27 % Expected dividend yield — % — % Expected volatility 118 % 106 % Expected terms 6.0 years 6.0 years The total fair values of options that vested during the nine months ended September 30, 2023 and 2022 were $ 0.8 million and $ 1.4 million, respectively. As of September 30, 2023 , there was $ 0.5 million of total unrecognized compensation cost related to non-vested stock options granted under the Stock Incentive Plans and Inducement Plan. Total unrecognized compensation cost will be adjusted for future changes in the estimated forfeiture rate. The Company expects to recognize that cost over a remaining weighted-average period of 1.2 years as of September 30, 2023. Restricted Stock Units During the nine months ended September 30, 2023 , the Company awarded restricted stock units to certain employees and directors at no cost to them. The restricted stock units, excluding any restricted stock units with market conditions, vest through the passage of time, assuming continued service. Restricted stock units are not included in issued and outstanding common stock until the underlying shares are vested and released. The fair value of the restricted stock units, at the time of the grant, is expensed on a straight-line basis. The granted restricted stock units had an aggregate fair value of $ 0.2 million, which are being amortized into compensation expense over the vesting period of the restricted stock units as the services are being provided. The following is a summary of restricted stock unit activity under the 2014 Plan and Inducement Plan: Number of Weighted-Average Nonvested on December 31, 2022 2,006 $ 4,473.87 Granted 3,799 63.24 Vested ( 819 ) 4,658.82 Forfeited ( 1,441 ) 444.37 Nonvested on September 30, 2023 3,545 $ 1,342.43 As of September 30, 2023 , there was $ 3.1 million of total unrecognized compensation cost related to nonvested restricted stock units granted. Total unrecognized compensation cost will be adjusted for future changes in the estimated forfeiture rate. The Company expects to recognize that cost over a remaining weighted-average period of 0.9 years, as of September 30, 2023. Employee Stock Purchase Plan Under the 2014 Employee Stock Purchase Plan (the “2014 ESPP”) participants may purchase the Company’s common stock during semi-annual offering periods at 85 % of the lower of (i) the market value per share of common stock on the first day of the offering period or (ii) the market value per share of the common stock on the purchase date. Each participant can purchase up to a maximum of $ 25,000 per calendar year in fair market value as calculated in accordance with applicable tax rules. The first offering period began on August 7, 2014. Stock-based compensation expense from the 2014 ESPP was immaterial and $ 0.1 million for the three months ended September 30, 2023 and 2022 , respectively. Stock-based compensation expense from the 2014 ESPP was immaterial and $ 0.3 million for the nine months ended September 30, 2023 and 2022, respectively. The 2014 ESPP, which was amended and restated effective October 2023, provides for the issuance of up to 400,000 shares of the Company’s common stock to eligible employees. On September 30, 2023 , there were 128 shares available for issuance under the 2014 ESPP. Stock-Based Compensation Expense The following table summarizes the stock-based compensation expense resulting from awards granted under Stock Incentive Plans, the Inducement Plan and the 2014 ESPP, that was recorded in the Company’s results of operations for the periods presented (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Cost of product revenue $ 5 $ 64 $ 120 $ 309 Research and development 110 230 512 851 Selling, general and administrative 760 1,060 2,989 4,280 Total stock-based compensation expense $ 875 $ 1,354 $ 3,621 $ 5,440 For the three and nine months ended September 30, 2023 and 2022 , stock-based compensation expense capitalized as part of inventory or T2Dx Instruments and components was immaterial. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 11. Net Loss Per Share The Company applies the two-class method for computing earnings per share because its Series A Warrants, Pre-Funded Warrants and Common Stock Warrants are participating securities. Because the Company incurred a net loss for the three and nine months ended September 30, 2023 and 2022, and the holders of the participating securities do not have the contractual obligation to share in the losses of the Company, none of the net loss attributable to common stockholders was allocated to the participating securities when computing earnings per share. The basic and diluted net loss per share calculation includes the Series B Convertible Preferred Shares, on an if-converted basis, given that these instruments have essentially the same economic rights and privileges as the currently outstanding common stock. The Pre-Funded Warrants allowed the holders to acquire a specified number of common shares at a nominal exercise price of $ 0.10 per share and were classified as equity. Since the shares underlying the Pre-Funded Warrants were exercisable for little or no consideration, the underlying shares were considered outstanding at the issuance of the Pre-Funded Warrants for purposes of calculating the weighted-average number of shares of common stock outstanding in basic and diluted earnings per share for common stock. At September 30, 2023, none of the Pre-Funded Warrants were outstanding. For the three and nine months ended September 30, 2022, the net loss attributable to common stockholders was increased by $ 0.3 million to reflect the deemed dividend paid to holders of the Series A Redeemable Convertible Preferred Stock to accrete the carrying amount of that preferred stock to its redemption value. The following shares were excluded from the calculation of diluted net loss per share applicable to common stockholders, prior to the application of the treasury stock or if-converted methods, because their effect would have been anti-dilutive for the periods presented: Three and Nine Months Ended 2023 2022 Options to purchase common shares 1,573 1,932 Restricted stock units 3,545 2,243 Term Loan Warrants 218 218 Series A Warrant 428 428 Common Stock Warrants 66,665 — Total 72,429 4,821 The Series A Redeemable Convertible Preferred Stock was redeemed on October 26, 2022. Note that all net loss per share computations for all periods presented reflect the changes in the number of shares resulting from the 1-for- 100 reverse stock split that was approved by shareholders on September 15, 2023 and became effective as of October 12, 2023. |
US Government Contract
US Government Contract | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
US Government Contract | 12. U.S. Government Contract In September 2019, BARDA awarded the Company a milestone-based product development contract, with an initial value of $ 6.0 million, and a potential value of up to $ 69.0 million, which was amended with Option 3 to $ 62.0 million due to a change in scope, if BARDA exercises all contract options (the “U.S. Government Contract”). BARDA operates within the Office of the Assistant Secretary for Preparedness and Response (“ASPR”) at the U.S. Department of Health and Human Services (“HHS”). If BARDA exercises and the Company completes all options, the Company’s management believes it will enable a significant expansion of the Company’s current portfolio of diagnostics for sepsis-causing pathogen and antibiotic resistance genes. In September 2020, BARDA exercised the first contract option valued at $ 10.5 million. In September 2021, BARDA exercised an option valued at approximately $ 6.4 million. In April 2021, BARDA agreed to accelerate product development by modifying the contract to advance future deliverables into the currently funded Option 1 of the BARDA contract for the T2Biothreat Panel, the T2Resistance Panel, the T2NxT Instrument, and the T2AMR Panel. The modification does not change the overall total potential value of the BARDA contract. On March 31, 2022, the Company announced that BARDA had exercised Option 2B under the existing multiple-year cost-share contract between BARDA and the Company and is providing an additional $ 4.4 million in funding to the Company. The option exercise occurred simultaneously on March 31, 2022 with a modification to the BARDA contract to make immaterial changes to, among other things, the statement of work. In September 2022, BARDA exercised Option 3 and agreed to provide an additional $ 3.7 million in funding for the multiple-year cost-share contract. The additional funding under Option 3 will be used to advance the U.S. clinical trials for the T2Biothreat Panel and T2Resistance Panel, and to file submissions to the FDA for U.S. regulatory clearance. The Company recorded contribution revenue of $ 0.0 million and $ 1.0 million for the three months ended September 30, 2023 and 2022 , respectively, under the BARDA contract. The Company recorded contribution revenue of $ 0.4 million and $ 7.8 million for the nine months ended September 30, 2023 and 2022, respectively, under the BARDA contract. The Company had no outstanding accounts receivable on September 30, 2023 and unbilled accounts receivable of $ 0.7 million on December 31, 2022, respectively, under the BARDA contract. The BARDA contract expired in September 2023. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Leases | 13. Leases Operating Leases The Company leases certain office space, laboratory space and manufacturing space. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. The Company does no t recognize right-of-use assets or lease liabilities for leases determined to have a term of twelve months or less. The Company has elected to account for the lease and associated non-lease components as a combined lease component. In August 2010, the Company entered into an operating lease for office and laboratory space at its headquarters in Lexington, Massachusetts. The lease commenced in January 2011, with the Company providing a security deposit of $ 400,000 . In accordance with the operating lease agreement, the Company reduced its security deposit to $ 160,000 in January 2018, which is recorded as restricted cash in the condensed consolidated balance sheets. In March 2017, the Company entered into an amendment to extend the term to December 2021 . In October 2020, the Company entered into an amendment to extend the term to December 31, 2028 . In accordance with the October 2020 amendment, the Company increased its security deposit to $ 420,438 , which is classified as restricted cash on September 30, 2023 and December 31, 2022. In May 2013, the Company entered into an operating lease for additional office, laboratory and manufacturing space in Wilmington, Massachusetts. In August 2018, the Company entered into an amendment to extend the term to December 2020 . In October 2020, the Company entered into an amendment to extend the term to December 31, 2022 . In September 2022, the Company entered into an amendment to extend the term to December 31, 2024 . In November 2014, the Company entered into a lease for additional laboratory space in Lexington, Massachusetts. The lease term commenced in April 2015 and extended for six years . The rent expense, inclusive of the escalating rent payments, is recognized on a straight-line basis over the lease term. As an incentive to enter into the lease, the landlord paid approximately $ 1.4 million of the $ 2.2 million space build-out costs. The unamortized balance of the lease incentive as of January 1, 2019 was reclassified as a reduction to the initial recognition of the right-of-use asset related to this lease. In connection with this lease agreement, the Company paid a security deposit of $ 281,000 , which was recorded as a component of both prepaid expenses and other current assets and other assets in the condensed consolidated balance sheets on December 31, 2019. In October 2020, the Company entered into an amendment to extend the term of the lease to October 31, 2025 . In accordance with this amendment, the Company paid a replacement security deposit of $ 130,977 , which is classified as restricted cash on September 30, 2023 and December 31, 2022 and received the initial $ 281,000 security deposit in return. In September 2021, the Company entered into a lease for office, research, laboratory and manufacturing space in Billerica, Massachusetts. The lease had a term of 126 months from the commencement date. The Company opened a money market account for $ 1.0 million, which represents collateral as a security deposit for this lease and is classified as restricted cash on December 31, 2022 and 2021. Occupancy of the building had been delayed due to disagreement between the Company and the landlord as to the parties’ obligations under the lease agreement. Included within accrued expenses and other current liabilities on the balance sheet on December 31, 2022 is a $ 1.0 million estimated liability pertaining to this lease. Subsequent to December 31, 2022, the Company was notified that the landlord terminated the lease because of the Company’s alleged failure to perform its obligations under the Lease in a timely manner and the Company’s alleged breach of the covenant of good faith and fair dealing and exercised its right to draw upon the $ 1.0 million security deposit. In addition, the landlord is seeking damages for unpaid rent, brokerage fees, transaction costs, attorney’s fees and court costs. The Company filed a response to the landlord’s complaint and a counterclaim alleging that the landlord breached its obligations under the contract and unlawfully drew on the security deposit, in addition to breaching its covenants of good faith and fair dealing, making fraudulent misrepresentations, and engaging in deceptive and unfair trade practices. The matter is in dispute (Note 14). The Company intends to vigorously defend itself and pursue all legal remedies available under applicable laws. The Company believes it will continue to meet its current manufacturing needs with its operations at its Lexington and Wilmington, Massachusetts facilities. Operating leases are amortized over the lease term and included in costs and expenses in the condensed consolidated statement of operations and comprehensive loss. Variable lease costs are recognized in costs and expenses in the condensed consolidated statement of operations and comprehensive loss as incurred. Variable lease costs may include costs such as common area maintenance, utilities, real estate taxes or other costs. Expenses related to short-term leases were not material for the periods presented. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies Contingencies In September 2021, the Company entered into a lease for office, research, laboratory and manufacturing space in Billerica, Massachusetts. The lease had a term of 126 months from the commencement date. The Company opened a money market account for $ 1.0 million, which represents collateral as a security deposit for this lease and is classified as restricted cash on December 31, 2022 and 2021. Occupancy of the building had been delayed due to disagreement between the Company and the landlord as to the parties’ obligations under the lease agreement. Included within accrued expenses and other current liabilities on the balance sheet on December 31, 2022 is a $ 1.0 million estimated liability pertaining to this lease. Subsequent to December 31, 2022, the Company was notified that the landlord terminated the lease because of the Company’s alleged failure to perform its obligations under the Lease in a timely manner and the Company’s alleged breach of the covenant of good faith and fair dealing and exercised its right to draw upon the $ 1.0 million security deposit. In addition, the landlord is seeking damages for unpaid rent, brokerage fees, transaction costs, attorney’s fees and court costs. The Company filed a response to the landlord’s complaint and a counterclaim alleging that the landlord breached its obligations under the contract and unlawfully drew on the security deposit, in addition to breaching its covenants of good faith and fair dealing, making fraudulent misrepresentations, and engaging in deceptive and unfair trade practices. The Company intends to vigorously defend itself and pursue all legal remedies available under applicable laws. The Company believes it will continue to meet its current manufacturing needs with its operations at its Lexington and Wilmington, Massachusetts facilities. License Agreement In 2006, the Company entered into a license agreement with a third party, pursuant to which the third party granted the Company an exclusive, worldwide, sublicensable license under certain patent rights to make, use, import and commercialize products and processes for diagnostic, industrial and research and development purposes. The Company agreed to pay an annual license fee ranging from $ 5,000 to $ 25,000 for the royalty‑bearing license to certain patents. The Company also issued a total of 16 shares of common stock pursuant to the agreement in 2006 and 2007, which were recorded at fair value at the date of issuance. The Company is required to pay royalties on net sales of products and processes that are covered by patent rights licensed under the agreement at a percentage ranging between 0.5 % - 3.5 %, subject to reductions and offsets in certain circumstances, as well as a royalty on net sales of products that the Company sublicenses at 10 % of specified gross revenue. Royalties that became due under this agreement for the three months ended September 30, 2023, and 2022 were immaterial. Royalties that became due under this agreement for the nine months ended September 30, 2023 and 2022 were immaterial and $ 0.1 million, respectively. Letter Agreements On March 30, 2023, the Company entered into agreements with Mr. Sprague, Mr. Giffin, and Mr. Gibbs that provide for the payment of retention bonuses, subject to the respective executive’s continued employment through such payment dates, of $ 80,000 each, to be paid in two installments of $40,000. The first installment, of $ 40,000 each, was paid in July 2023, and the second installment, of $ 40,000 each, will be paid in November 2023. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events On October 18, 2023, the Term Loan Agreement with CRG was amended to extend both the interest-only period and the maturity date by one year from December 30, 2024 to December 31, 2025 . The amendment also permanently reduced the minimum liquidity covenant from $ 5.0 million to $ 500,000 . On October 31, 2023, the Company received written notice from the Nasdaq informing the Company that it has regained compliance with the Nasdaq Capital Market rule to maintain a $ 1.00 minimum bid price (the "Minimum Bid Price Rule"). Equity Distribution Agreement Subsequent to September 30, 2023, the Company sold 131,854 shares of common stock for net proceeds of $ 0.8 million under the Equity Distribution Agreement. Reverse Stock Split On September 15, 2023, at the Company’s annual meeting of stockholders, the Company’s stockholders approved an amendment to the Company’s restated certificate of incorporation to effect a reverse stock split of the Company’s common stock. On October 12, 2023, the Company announced that its Board of Directors had approved the reverse stock split at the ratio of 1 post-split share for every 100 pre-split shares, which was effective as of October 12, 2023. As a result of the reverse stock split, every 100 shares of issued and outstanding common stock of the Company were automatically reclassified and combined into 1 share of common stock , with any fractional interest in shares being paid out in cash. Immediately after the reverse stock split became effective, the Company had approximately 3,918,481 shares of common stock issued and outstanding. As a result of the reverse split, there was an adjustment of 62 shares for rounding. All common stock amounts and references have been retroactively adjusted for all figures presented to reflect this split unless specifically stated otherwise. The conversion feature of the Series B Convertible Preferred Stock became exercisable when the Reverse Split Amendment was filed with the Secretary of State of the State of Delaware on October 12, 2023. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The Company’s condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, T2 Biosystems Securities Corporation. All intercompany balances and transactions have been eliminated. On October 12, 2023, the Company effected a 1-for-100 reverse stock split. One share of common stock was issued for every 100 shares of issued and outstanding common stock , and fractional shares were settled in cash. All references to share and per share amounts (excluding authorized shares) in the condensed consolidated financial statements and accompanying notes have been retroactively restated to account for the reverse split. Prior to this, on October 12, 2022, the Company effected a 1-for-50 reverse stock split. One share of common stock was issued for every 50 shares of issued and outstanding common stock , and fractional shares were settled in cash. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information Certain information and footnote disclosures normally included in the Company’s annual financial statements have been condensed or omitted. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The accompanying interim condensed consolidated balance sheet as of September 30, 2023, the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2023 and 2022, the condensed consolidated statements of Series A Redeemable Convertible Preferred Stock and stockholders’ deficit for the three and nine months ended September 30, 2023 and 2022, the condensed consolidated statements of cash flows for the nine months ended September 30, 2023 and 2022 and the related financial data and other information disclosed in these notes are unaudited. The unaudited interim financial statements have been prepared on the same basis as the audited annual financial statements, and, in the opinion of management, reflect all adjustments, consisting of normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of September 30, 2023, and the results of its operations for the three and nine months ended September 30, 2023 and 2022 and its cash flows for the nine months ended September 30, 2023 and 2022. The results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 , any other interim periods, or any future year or period. |
Segment Information | Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision‑making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the Chief Executive Officer. The Company views its operations and manages its business in one operating segment, which is the business of developing and, upon regulatory clearance, commercially launching its diagnostic products aimed at lowering mortality rates, improving patient outcomes and reducing the cost of healthcare by helping medical professionals make targeted treatment decisions earlier. |
Going Concern | Going Concern Pursuant to the requirements of Accounting Standards Codification 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASC 205-40”), management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. This evaluation initially does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. |
Geographic Information | Geographic Information The Company sells its products domestically and internationally. Total international sales were approximately $ 0.5 million, or 37 % of total revenue, and $ 1.2 million, or 32 % of total revenue, for the three months ended September 30, 2023 and 2022 , respectively. Total international sales were approximately $ 2.3 million, or 41 % of total revenue, and $ 3.2 million, or 19 % of total revenue, for the nine months ended September 30, 2023 and 2022, respectively. International sales to our Austria-based distributor were approximately $ 0.2 million, or 16 % of total revenue, and $ 0.5 million, or 9 % of total revenue, for the three and nine months ended September 30, 2023, respectively. International sales to our Austria-based distributor did not exceed 10% of total revenue for the three and nine months ended September 30, 2022 . International sales to Italy were approximately $ 0.2 million, or 15 % of total revenue, and $ 1.3 million, or 23 % of total revenue, for the three and nine months ended September 30, 2023 , respectively. International sales to Italy were approximately $ 0.5 million, or 12 % of total revenue, and $ 1.1 million, or 6 % of total revenue, for the three and nine months ended September 30, 2022, respectively. The following table shows customers that represent greater than 10% of total revenue for the period presented: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Customer A — % 28 % — % 46 % Customer B 15 % 12 % 23 % — % Customer C 16 % — % — % — % Customer D 12 % — % 10 % — % Customer A is a U.S. government customer (BARDA). Customer B and Customer C are international distributors. Customer D is a U.S. hospital. The following table shows customers that represent greater than 10% of the accounts receivable balance for the period presented: September 30, December 31, Customer A — % 32 % Customer B 11 % — % Customer C 18 % — % Customer E 12 % — % Customer A is a U.S. government customer (BARDA). Customer B and Customer C are international distributors. Customer E is a U.S. healthcare system comprised of multiple hospitals. As of both September 30, 2023 and December 31, 2022 , the Company had outstanding receivables of $ 0.4 million from customers located outside of the U.S. |
Net Loss Per Share | Net Loss Per Share As discussed in Note 7, the Company issued 93,297 shares of Series B Convertible Preferred Stock on July 3, 2023. The Company has reviewed the terms of the Series B Convertible Preferred Stock and noted that such stock has no preferential rights and that the liquidation preference for the Series B Convertible Preferred Stock would be on parity with that of the Company’s common shares. Because the Series B Convertible Preferred Stock has the same level of subordination and, in substance, the same characteristics as the Company’s common shares, the Company included the Series B Convertible Preferred Stock, on an if-converted basis of 932,970 shares, in the basic and diluted net loss per share attributable to common stockholders calculation. The Company has also issued certain securities that are participating securities. Therefore, the Company must apply the two-class method to determine basic and diluted earnings per share. The two-class method is an earnings allocation method under which net loss per share is calculated for each class of common stock and participating security considering both dividends declared, if any, and participation rights in undistributed earnings as if all such earnings had been distributed for the period. The Company’s participating securities do not have an obligation to share in the losses of the Company; therefore, to the extent that the Company remains in a net loss position, the entire net loss will be allocated to common stockholders. Basic net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, in-substance common stock, and potential common shares exercisable for little to no consideration, and does not consider other common stock equivalents. Diluted net loss per share is calculated by adjusting the weighted-average number of shares outstanding, in-substance common stock, and potential common shares exercisable for little to no consideration used to compute basic earnings per share for the dilutive effect of other common stock equivalents that were outstanding during the period, determined using either the if-converted method or the treasury-stock method. Classification of Series A Redeemable Convertible Preferred Stock The Company applied the guidance in ASC 480-10-S99-3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities and classified the Series A Redeemable Convertible Preferred Stock as temporary equity in the mezzanine section of the balance sheet at September 30, 2022. The Series A Redeemable Convertible Preferred Stock was recorded outside of stockholders’ deficit because under the terms thereof, in the event of stockholder approval of the reverse stock split or a delisting event, which were events considered not solely within the Company’s control, the Series A Redeemable Convertible Preferred Stock would become redeemable at the option of the holders. |
Classification of Series A Redeemable Convertible Preferred Stock | Classification of Series A Redeemable Convertible Preferred Stock The Company applied the guidance in ASC 480-10-S99-3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities and classified the Series A Redeemable Convertible Preferred Stock as temporary equity in the mezzanine section of the balance sheet at September 30, 2022. The Series A Redeemable Convertible Preferred Stock was recorded outside of stockholders’ deficit because under the terms thereof, in the event of stockholder approval of the reverse stock split or a delisting event, which were events considered not solely within the Company’s control, the Series A Redeemable Convertible Preferred Stock would become redeemable at the option of the holders. |
Derivative Instruments | Derivative Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives requiring bifurcation in accordance with ASC Topic 815, Derivatives and Hedging . Derivative instruments are measured at fair value at issuance and at each reporting date in accordance with ASC 820 with changes in fair value recognized in the period of change in the condensed consolidated statements of operations and comprehensive loss. The Company determined that both the warrant issued in conjunction with the Series A Redeemable Convertible Preferred Stock in August of 2022 and the Common Stock Warrants issued in February 2023 are derivative instruments. The warrant liabilities are classified on the condensed consolidated balance sheets as current because settlement of the warrant liability could be required by the holder within 12 months of the balance sheet date. Changes in fair value are recognized in change in fair value of warrant liabilities in the period of change in the condensed consolidated statements of operations and comprehensive loss. See Notes 3 and 8. The Company has identified a derivative liability related to its Term Loan Agreement with CRG that is classified as a current liability on the balance sheet on September 30, 2023 and a non-current liability on December 31, 2022, to match the classification of the related Term Loan Agreement. Changes in fair value are recognized in change in fair value of derivative related to Term Loan in the period of change in the condensed consolidated statements of operations and comprehensive loss. See Note 6. The Company does not designate its derivative instruments as hedging instruments. |
Guarantees | Guarantees As permitted under Delaware law, the Company indemnifies its officers and directors for certain events or occurrences while each such officer or director is, or was, serving at the Company’s request in such capacity. The term of the indemnification is the officer’s or director’s lifetime. The maximum potential amount of future payments the Company could be required to make is unlimited; however, the Company has directors’ and officers’ liability insurance coverage that limits its exposure and enables the Company to recover a portion of any future amounts paid. The Company leases office, laboratory and manufacturing space under noncancelable operating leases. The Company has standard indemnification arrangements under the leases that require it to indemnify the landlords against all costs, expenses, fines, suits, claims, demands, liabilities, and actions directly resulting from any breach, violation or nonperformance of any covenant or condition of the Company’s leases. See Note 14 for a discussion about the Billerica, Massachusetts lease. In the ordinary course of business, the Company enters into indemnification agreements with certain suppliers and business partners where the Company has certain indemnification obligations limited to the costs, expenses, fines, suits, claims, demands, liabilities and actions directly resulting from the Company’s gross negligence or willful misconduct, and in certain instances, breaches, violations or nonperformance of covenants or conditions under the agreements. As of September 30, 2023 and December 31, 2022 , the Company had not experienced any material losses related to these indemnification obligations, and no material claims with respect thereto were outstanding. The Company does not expect significant claims related to these indemnification obligations and, consequently, concluded that the fair value of these obligations is negligible, and no related reserves were established. |
Leases | Leases Lessee Pursuant to ASC Topic 842, Leases (“ASC 842”), at the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets, lease liabilities and long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less. The exercise of lease renewal options is at the Company’s discretion and the periods subject to renewal option are not included in the measurement of the Company’s right-of-use assets and lease liabilities as the renewal options are not reasonably certain of exercise. The Company will continue to evaluate the renewal options and when they are reasonably certain of exercise, the Company will include the renewal period in its lease term. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. However, certain adjustments to the right-of-use asset may be required for items such as prepaid or accrued lease payments. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. In accordance with the guidance in ASC 842, components of a lease should be split into three categories: lease components (e.g., land, building, etc.), non-lease components (e.g., common area maintenance, consumables, etc.), and non-components (e.g., property taxes, insurance, etc.). Then the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components. The Company made the policy election to not separate lease and associated non-lease components. Each lease component and the related non-lease components are accounted for together as a single component. Lessor The Company derives revenue from leasing its T2-owned instruments through reagent rental agreements (see the Revenue Recognition section below). Customers typically have the right to cancel every twelve months subject to penalty. As a result of the penalty, the customers are deemed reasonably certain of not exercising their termination rights resulting in a lease term of generally three years. These lease agreements impose no requirement on the customer to purchase the instrument, and the instrument is not transferred to the customer at the end of the lease term. The short-term nature of the lease agreements does not result in lease payments accumulating to an amount that exceeds substantially all of the fair value of the instrument nor is the lease term for the majority of the remaining economic life of the instrument. Instrument leases are generally classified as operating leases as they do not meet any of the sales-type lease or direct financing lease criteria per ASC 842 and are recognized ratably over the duration of the lease. In accordance with these contracts, customers only make payments when consumables are ordered and delivered thus making these payments variable by nature. The Company estimates the expected volume of consumables to be purchased by each customer over the lease term to measure and recognize rental and consumables revenue. Generally, lease arrangements include both lease and non-lease components. The lease component relates to the customer’s right-to-use the T2-owned instrument over the lease term. The non-lease components relate to (1) consumables and (2) maintenance services. Because the timing and pattern of transfer for the operating lease component, the T2-owned instrument, and maintenance components of a reagent rental agreement are recognized over the same time period and in the same pattern, the Company elected the practical expedient to aggregate non-lease components with the associated lease component and account for the combined component as an operating lease for all instrument leases. In the evaluation of whether the lease component (T2-owned instrument) or the non-lease component associated with the lease component (maintenance) is the predominant component, the Company determined that the lease component is predominant as we believe the customer would ascribe more value to the use of the T2-owned instrument than that of the maintenance services. The T2-owned instrument lease and maintenance service performance obligations are classified as a single category of instrument rental revenue within product revenue in the condensed consolidated statements of operations and comprehensive loss (see disaggregated revenue table below in Revenue Recognition section). The consumables non-lease component does not meet the requirements to elect the practical expedient and thus must apply ASC Topic 606, Revenue from Contracts with Customers , as described below in the Revenue Recognition section. The Company considers the economic life of its T2-owned instruments to be five years. The Company believes five years is representative of the period during which the instrument is expected to be economically usable by one or more users, with normal service, for the purpose for which it is intended. The residual value is estimated to be the value at the end of the lease term based on the anticipated fair market value of the units. The Company mitigates residual value risk of its leased instrument by performing regular management and maintenance, as necessary. |
Revenue Recognition | Revenue Recognition The Company generates revenue from the sale of instruments, consumable diagnostic tests, related services, reagent rental agreements and government contributions. For arrangements in the scope of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), the Company determines revenue recognition through the following steps: • Identification of a contract with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations • Recognition of revenue as a performance obligation is satisfied The amount of revenue recognized reflects the consideration the Company expects to be entitled to receive in exchange for these goods and services. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers either at a point in time, typically upon shipment, or over time, as services are performed. Most of the Company’s contracts with distributors in geographic regions outside the United States contain only a single performance obligation, whereas most of the Company’s contracts with direct sales customers in the United States contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. Excluded from the transaction price are sales tax and other similar taxes which are presented on a net basis. Product revenue is generated by the sale of instruments and consumable diagnostic tests predominantly through the Company’s direct sales force in the United States and distributors in geographic regions outside the United States. The Company generally does not offer product returns or exchange rights (other than those relating to defective goods under warranty) or price protection allowances to its customers, including its distributors. Payment terms granted to distributors are the same as those granted to end-user customers and payments are not dependent upon the distributors’ receipt of payment from their end-user customers. The Company either sells instruments to customers and international distributors or retains title and places the instrument at the customer site pursuant to a reagent rental agreement. When an instrument is purchased by a customer or international distributor, the Company recognizes revenue when the related performance obligation is satisfied (i.e., when the control of an instrument has passed to the customer; typically, at shipping point). When the instrument is placed under a reagent rental agreement, the Company’s customers generally agree to fixed term agreements, which can be extended, and incremental charges on each consumable diagnostic test purchased. Revenue from the sale of consumable diagnostic tests (under a reagent rental agreement) is generally recognized upon shipment. The transaction price from consumables purchases is allocated between the lease and nonlease components when related performance obligations are satisfied, as a component of lease and product revenue, and is included as Instrument Rentals in the below table. Revenue associated with reagent rental consumables purchases is currently classified as variable consideration and constrained until a purchase order is received and related performance obligations have been satisfied. Revenue from the sale of consumable diagnostic tests (under instrument purchase agreements) is recognized when control has passed to the customer, typically at shipping point. Shipping and handling costs billed to customers in connection with a product sale are recorded as a component of the transaction price and allocated to product revenue in the condensed consolidated statements of operations and comprehensive loss as they are incurred by the Company in fulfilling its performance obligations. Direct sales of instruments include warranty, maintenance and technical support services typically for one year following the installation of the purchased instrument (“Maintenance Services”). Maintenance Services are separate performance obligations as they are service based warranties and are recognized on a straight-line basis over the service delivery period. After the completion of the initial Maintenance Services period, customers have the option to renew or extend the Maintenance Services typically for additional one-year periods in exchange for additional consideration. The extended Maintenance Services are also service based warranties that represent separate purchasing decisions. The Company recognizes revenue allocated to the extended Maintenance Services performance obligation on a straight-line basis over the service delivery period. Fees paid to member-owned group purchasing organizations (“GPOs”) are deducted from related product revenues. The Company warrants that consumable diagnostic tests will be free from defects, when handled according to product specifications, for the stated life of the product. To fulfill valid warranty claims, the Company provides replacement product free of charge. Warranty expense is recognized based on the estimated defect rates of the consumable diagnostic tests. Contribution Revenue The government contract with BARDA was considered a government grant and not considered a contract with a customer and thus not subject to ASC 606. Revenue under the government BARDA contract was earned under a cost-sharing arrangement in which the Company was reimbursed for direct costs incurred plus allowable indirect costs. The government contract revenue was recognized as the related reimbursable expenses were incurred. The cost reimbursement that was reported as revenue was presented gross of the related reimbursable expenses in the Company’s condensed consolidated statements of operations and comprehensive loss; the related reimbursable expenses were expensed as incurred as research and development expense. The Company accounted for these contracts as a government grant by analogy to International Accounting Standards 20 (“IAS 20”), Accounting for Government Grants and Disclosure of Government Assistance . The BARDA contract expired in September 2023. Disaggregation of Revenue The Company disaggregates revenue from contracts with customers by type of products and services, as it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The following table disaggregates our revenue by major source (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Product revenue Instruments 263 616 1,135 1,849 Consumables 1,038 1,822 3,453 6,442 Instrument rentals 17 5 121 74 Service 154 198 382 679 Total product revenue 1,472 2,641 5,091 9,044 Contribution revenue — 1,036 423 7,778 Total revenue $ 1,472 $ 3,677 $ 5,514 $ 16,822 Remaining Performance Obligations Under ASC 606, the Company is required to disclose the aggregate amount of the transaction price that is allocated to unsatisfied or partially satisfied performance obligations as of September 30, 2023 . However, the guidance provides certain practical expedients that limit this requirement, and therefore, the Company has elected to not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The nature of the excluded unsatisfied performance obligations pursuant to the practical expedient include consumable shipments, service contracts, warranties and installation services that will be performed within one year . The amount of the transaction price that is allocated to unsatisfied or partially satisfied performance obligations, that has not yet been recognized as revenue and that does not meet the elected practical expedient is $ 0.1 million as of September 30, 2023 . The Company expects to recognize 61 % of this amount as revenue within one year and the remainder within three years . Judgments Certain contracts with customers include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Once the performance obligations are determined, the Company determines the transaction price, which includes estimating the amount of variable consideration, based on the most likely amount, to be included in the transaction price, if any. The Company then allocates the transaction price to each performance obligation in the contract based on a relative standalone selling price method. The corresponding revenue is recognized as the related performance obligations are satisfied as discussed in the revenue categories above. Judgment is required to determine the standalone selling price for each distinct performance obligation. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as a range of selling prices, market conditions and the expected costs and margin related to the performance obligations. Contract Assets and Liabilities The Company's contract assets represent revenue recognized for performance obligations in advance of invoicing at the contract level based on the transaction price allocated to the respective performance obligations. The opening and closing balances of the Company's contract assets were $ 0.1 million and $ 0.1 million for the nine months ended September 30, 2023 , respectively, and $ 0.0 million and $ 0.1 million for the nine months ended September 30, 2022, respectively. The Company’s contract liabilities consist of upfront payments for research and development contracts and maintenance services on instrument sales. Contract liabilities are classified in deferred revenue as current or non-current based on the timing of when revenue is expected to be recognized. The opening and closing balances of the Company's contract liabilities were $ 0.2 million and $ 0.3 million for the nine months ended September 30, 2023 , respectively, and $ 0.5 million and $ 0.2 million for the nine months ended September 30, 2022, respectively. Revenue recognized during the nine months ended September 30, 2023 relating to contract liabilities on December 31, 2022 was $ 0.2 million and related to straight-line revenue recognition associated with maintenance agreements. Accounts Receivable, Net The opening and closing balances of the Company's accounts receivable, net were $ 2.2 million and $ 1.1 million for the nine months ended September 30, 2023 , respectively, and $ 5.1 million and $ 1.6 million for the nine months ended September 30, 2022 , respectively. |
Cost of Product Revenue | Cost of Product Revenue Cost of product revenue includes the cost of materials, direct labor and manufacturing overhead costs used in the manufacture of consumable diagnostic tests sold to customers, related warranty and license and royalty fees. Cost of product revenue also includes depreciation on T2-owned revenue generating T2Dx Instruments that have been placed with customers under reagent rental agreements; costs of materials, direct labor and manufacturing overhead costs on the T2Dx Instruments sold to customers; and other costs such as customer support costs, royalties and license fees, warranty and repair and maintenance expense on the T2Dx Instruments that have been placed with customers under reagent rental agreements. |
Research and Development Costs | Research and Development Costs Costs incurred in the research and development of the Company’s product candidates are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including activities associated with delivering products or services associated with contribution revenue, clinical trials to evaluate the clinical utility of product candidates, and costs associated with the enhancements of developed products. These costs include salaries and benefits, stock compensation, research related facility and overhead costs, laboratory supplies, equipment, depreciation on T2Dx Instruments used for research and development activities and contract services. |
Selling, General and Administrative Expenses | Selling, General and Administrative Expenses Selling, general and administrative expenses consist primarily of costs for the Company’s sales and marketing, finance, legal, human resources, business development and general management functions, as well as professional services, such as legal, consulting and accounting services. Other selling, general and administrative expenses include commercial support activity, facility-related costs, fees and expenses associated with obtaining and maintaining patents, clinical and economic studies and publications, marketing expenses, and travel expenses. The Company expenses the majority of selling, general and administrative expenses as incurred. Impairment of Long-lived Assets The Company reviews long‑lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment is evaluated by comparing the carrying value of the long-lived assets with the estimated future net undiscounted cash flows expected to result from the use of the assets, including cash flows from disposition. Should the sum of the expected future net cash flows be less than the carrying value, the Company would recognize an impairment loss at that date. An impairment loss would be measured by comparing the amount by which the carrying value exceeds the fair value, or the estimated discounted future cash flows, of the long-lived assets. For the three months ended September 30, 2023, we determined a triggering event occurred that required us to evaluate our long-lived assets for impairment. As a result, the Company recorded a loss on the impairment of property and equipment of $ 2.5 million for the three and nine months ended September 30, 2023 . |
Impairment of Long-Lived Assets | Impairment of Long-lived Assets The Company reviews long‑lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment is evaluated by comparing the carrying value of the long-lived assets with the estimated future net undiscounted cash flows expected to result from the use of the assets, including cash flows from disposition. Should the sum of the expected future net cash flows be less than the carrying value, the Company would recognize an impairment loss at that date. An impairment loss would be measured by comparing the amount by which the carrying value exceeds the fair value, or the estimated discounted future cash flows, of the long-lived assets. For the three months ended September 30, 2023, we determined a triggering event occurred that required us to evaluate our long-lived assets for impairment. As a result, the Company recorded a loss on the impairment of property and equipment of $ 2.5 million for the three and nine months ended September 30, 2023 . |
Recent Accounting Standards | Recent Accounting Standards From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. Accounting Standards Adopted On September 29, 2022, the FASB issued ASU 2022-04, Liabilities-Supplier Finance Programs (Subtopic 405-50) Disclosure of Supplier Finance Program Obligations (“ASU 2022-04”). This ASU requires that a buyer in a supplier finance program disclose additional information about the program to allow financial statement users to better understand the effect of the programs on an entity’s working capital, liquidity, and cash flows. This update is effective for the Company for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on roll forward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company adopted ASU 2022-04 on January 1, 2023. The adoption did not have a material impact on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Customers Represent Greater Than 10% Of Revenue | The following table shows customers that represent greater than 10% of total revenue for the period presented: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Customer A — % 28 % — % 46 % Customer B 15 % 12 % 23 % — % Customer C 16 % — % — % — % Customer D 12 % — % 10 % — % Customer A is a U.S. government customer (BARDA). Customer B and Customer C are international distributors. Customer D is a U.S. hospital. |
Schedule of Customers Represent Greater Than 10% Of Accounts Receivable | The following table shows customers that represent greater than 10% of the accounts receivable balance for the period presented: September 30, December 31, Customer A — % 32 % Customer B 11 % — % Customer C 18 % — % Customer E 12 % — % |
Disaggregation of Revenue by Major Source | The following table disaggregates our revenue by major source (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Product revenue Instruments 263 616 1,135 1,849 Consumables 1,038 1,822 3,453 6,442 Instrument rentals 17 5 121 74 Service 154 198 382 679 Total product revenue 1,472 2,641 5,091 9,044 Contribution revenue — 1,036 423 7,778 Total revenue $ 1,472 $ 3,677 $ 5,514 $ 16,822 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities at Fair value on a Recurring Basis | The Company measures the following financial assets at fair value on a recurring basis. There were no transfers between levels of the fair value hierarchy during any of the periods presented. The following tables set forth the Company’s financial assets and liabilities carried at fair value categorized using the lowest level of input applicable to each financial instrument as of September 30, 2023 and December 31, 2022 (in thousands): Balance at Quoted Prices Significant Significant Liabilities: Warrant liabilities $ 1,168 $ — $ 1,168 $ — Derivative liability related to Term Loan 652 — — 652 $ 1,820 $ — $ 1,168 $ 652 Balance at Quoted Prices Significant Significant Liabilities: Warrant liabilities $ 39 $ — $ 39 $ — Derivative liability related to Term Loan 1,088 — — 1,088 $ 1,127 $ — $ 39 $ 1,088 |
Schedule of Estimated Fair Value of the Warrant Liability | The estimated fair value of the Series A Warrant on September 30, 2023 was determined using the following assumptions: Risk-free interest rate 4.66 % Expected dividend yield 0.00 % Expected volatility 146.00 % Expected term 4.38 |
Schedule of Roll-forward of Fair Value of Common Stock Warrants | The following table provides a roll-forward of the fair value of the Common Stock Warrants (in thousands): Balance on December 31, 2022 $ — Issuance of Common Stock Warrant 7,568 Settlement due to cashless exercise ( 938 ) Change in fair value 1,326 Balance on March 31, 2023 $ 7,956 Issuance of Common Stock Warrant — Settlement due to cashless exercise ( 510 ) Change in fair value ( 7,178 ) Balance on June 30, 2023 $ 268 Issuance of Common Stock Warrant — Settlement due to cashless exercise ( 32 ) Change in fair value 924 Balance on September 30, 2023 $ 1,160 |
Summary of Contingent Interest Payments | The estimated fair value of the derivative on September 30, 2023 was determined using a probability-weighted discounted cash flow model that includes contingent interest payments under the following scenarios: Probability 4 % contingent interest beginning in Q2 2024 50 % |
Roll-Forward of Fair Value of Derivative Liability related to Term Loan | The following table provides a roll-forward of the fair value of the derivative liability related to the Term Loan (in thousands): Balance on December 31, 2022 $ 1,088 Change in fair value of derivative related to Term Loan 770 Balance on March 31, 2023 $ 1,858 Change in fair value of derivative related to Term Loan ( 1,022 ) Balance on June 30, 2023 $ 836 Change in fair value of derivative related to Term Loan ( 184 ) Balance on September 30, 2023 $ 652 |
Supplemental Balance Sheet In_2
Supplemental Balance Sheet Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Inventory | Inventories, net are stated at the lower of cost or net realizable value on a first-in, first-out basis and are comprised of the following (in thousands): September 30, December 31, Raw materials $ 2,442 $ 2,004 Work-in-process 1,162 1,176 Finished goods 677 1,105 Total inventories, net $ 4,281 $ 4,285 |
Schedule of Property and Equipment | Property and equipment, net consist of the following (in thousands): September 30, December 31, Office and computer equipment $ 710 $ 757 Software 778 783 Laboratory equipment 5,104 5,570 Furniture 198 197 Manufacturing equipment 1,109 1,454 Manufacturing tooling and molds 371 494 T2-owned instruments and components 4,061 4,052 Leased T2-owned instruments 967 1,014 Leasehold improvements 3,608 3,784 Construction in progress — 685 16,906 18,790 Less accumulated depreciation and amortization ( 14,864 ) ( 14,257 ) Property and equipment, net $ 2,042 $ 4,533 |
Components of Accrued Expenses | Accrued expenses consist of the following (in thousands): September 30, December 31, Accrued payroll and compensation $ 3,230 $ 2,930 Accrued clinical trial and development expenses 731 1,097 Accrued professional services 568 1,626 Accrued interest — 1,009 Other accrued expenses 425 607 Total accrued expenses and other current liabilities $ 4,954 $ 7,269 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Future principal payments on the notes payable are as follows (in thousands): September 30, December 31, Term Loan Agreement including PIK interest, $ 42,910 $ 53,453 Less: unaccrued paid-in-kind interest ( 1,857 ) ( 3,647 ) Less: unamortized discount and deferred issuance costs ( 146 ) ( 155 ) Total notes payable $ 40,907 $ 49,651 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | The following is a summary of option activity under the Stock Incentive Plans and Inducement Plan (in thousands, except share and per share amounts): Number of Weighted-Average Weighted-Average Aggregate Intrinsic Outstanding on December 31, 2022 1,674 $ 13,855.94 5.93 $ — Granted 404 30.84 Exercised — — Forfeited ( 303 ) 1,245.82 Cancelled ( 202 ) 13,738.32 Outstanding on September 30, 2023 1,573 $ 12,749.32 6.13 $ 3 Exercisable on September 30, 2023 1,183 $ 16,274.86 5.28 $ — Vested or expected to vest on September 30, 2023 1,490 $ 13,386.78 5.96 $ 2 |
Schedule of Estimated Assumptions Used to Calculate Weighted-Average Grant Date Fair Value of Options Granted | There were no options exercised in the nine months ended September 30, 2023 and 2022. The weighted-average grant date fair values of stock options granted in the nine months ended September 30, 2023 and 2022 was $ 26.30 per share and $ 1,758.00 per share, respectively, and were calculated using the following estimated assumptions: Nine Months Ended 2023 2022 Weighted-average risk-free interest rate 3.88 % 2.27 % Expected dividend yield — % — % Expected volatility 118 % 106 % Expected terms 6.0 years 6.0 years |
Schedule of Nonvested Restricted Stock Units Activity | The following is a summary of restricted stock unit activity under the 2014 Plan and Inducement Plan: Number of Weighted-Average Nonvested on December 31, 2022 2,006 $ 4,473.87 Granted 3,799 63.24 Vested ( 819 ) 4,658.82 Forfeited ( 1,441 ) 444.37 Nonvested on September 30, 2023 3,545 $ 1,342.43 |
Summary of Stock-Based Compensation Expense for Stock Options Granted that was Recorded in the Company's Results of Operations | The following table summarizes the stock-based compensation expense resulting from awards granted under Stock Incentive Plans, the Inducement Plan and the 2014 ESPP, that was recorded in the Company’s results of operations for the periods presented (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Cost of product revenue $ 5 $ 64 $ 120 $ 309 Research and development 110 230 512 851 Selling, general and administrative 760 1,060 2,989 4,280 Total stock-based compensation expense $ 875 $ 1,354 $ 3,621 $ 5,440 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following shares were excluded from the calculation of diluted net loss per share applicable to common stockholders, prior to the application of the treasury stock or if-converted methods, because their effect would have been anti-dilutive for the periods presented: Three and Nine Months Ended 2023 2022 Options to purchase common shares 1,573 1,932 Restricted stock units 3,545 2,243 Term Loan Warrants 218 218 Series A Warrant 428 428 Common Stock Warrants 66,665 — Total 72,429 4,821 |
Nature of Business - Additional
Nature of Business - Additional Information (Detail) - USD ($) | 1 Months Ended | |||||||||||||||
Oct. 18, 2023 | Oct. 31, 2023 | Dec. 31, 2016 | Oct. 23, 2023 | Sep. 30, 2023 | Jul. 31, 2023 | Jul. 03, 2023 | Jun. 30, 2023 | May 31, 2023 | May 19, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Nature Of Business [Line Items] | ||||||||||||||||
Cash and cash equivalents | $ 24,319,000 | $ 10,329,000 | $ 20,366,000 | |||||||||||||
Percentage of workforce reduction | 30% | |||||||||||||||
Accumulated deficit | 573,956,000 | 534,219,000 | ||||||||||||||
Stockholders' deficit | 19,236,000 | $ 36,423,000 | $ 49,886,000 | $ 39,655,000 | $ 31,669,000 | $ 37,519,000 | $ 25,651,000 | $ 12,903,000 | ||||||||
CRG [Member] | ||||||||||||||||
Nature Of Business [Line Items] | ||||||||||||||||
Conversion of debt to equity | $ 10,000,000 | $ 10,000,000 | ||||||||||||||
Term Loan Agreement [Member] | CRG [Member] | ||||||||||||||||
Nature Of Business [Line Items] | ||||||||||||||||
Conversion of debt to equity | $ 10,000,000 | |||||||||||||||
Debt term (in years) | 6 years | |||||||||||||||
Minimum cash covenant after reduction | $ 500,000 | |||||||||||||||
Term Loan Agreement [Member] | CRG [Member] | Subsequent Event [Member] | ||||||||||||||||
Nature Of Business [Line Items] | ||||||||||||||||
Debt term (in years) | 1 year | 1 year | ||||||||||||||
Debt instrument, maturity date start | Dec. 30, 2024 | Dec. 30, 2024 | ||||||||||||||
Debt instrument, maturity date end | Dec. 31, 2025 | Dec. 31, 2025 | ||||||||||||||
Minimum cash covenant after reduction | $ 500,000 | |||||||||||||||
Term Loan Agreement [Member] | CRG [Member] | Maximum [Member] | ||||||||||||||||
Nature Of Business [Line Items] | ||||||||||||||||
Minimum cash covenant after reduction | $ 5,000,000 | |||||||||||||||
Term Loan Agreement [Member] | CRG [Member] | Maximum [Member] | Subsequent Event [Member] | ||||||||||||||||
Nature Of Business [Line Items] | ||||||||||||||||
Minimum cash covenant after reduction | $ 5,000,000 | $ 5,000,000 | ||||||||||||||
Term Loan Agreement [Member] | CRG [Member] | Minimum [Member] | ||||||||||||||||
Nature Of Business [Line Items] | ||||||||||||||||
Cash | 5,000,000 | |||||||||||||||
Minimum cash covenant after reduction | $ 5,000,000 | $ 500,000 | ||||||||||||||
Term Loan Agreement [Member] | CRG [Member] | Minimum [Member] | Subsequent Event [Member] | ||||||||||||||||
Nature Of Business [Line Items] | ||||||||||||||||
Minimum cash covenant after reduction | $ 500,000 | $ 500,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | |||||||
Oct. 12, 2023 | Sep. 15, 2023 shares | Sep. 30, 2023 USD ($) shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) Segment shares | Sep. 30, 2022 USD ($) | Jul. 03, 2023 shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | |
Product Information [Line Items] | |||||||||
Stock split, conversion ratio | 1 | 1 | |||||||
Number of operating segments | Segment | 1 | ||||||||
Total revenue | $ 1,472,000 | $ 3,677,000 | $ 5,514,000 | $ 16,822,000 | |||||
Outstanding receivable | $ 1,139,000 | $ 1,139,000 | $ 2,163,000 | ||||||
Number of preferred stock sold | shares | 93,297 | 93,297 | 0 | ||||||
Remaining performance obligation, expected timing of satisfaction | The Company expects to recognize 61% of this amount as revenue within one year and the remainder within three years. | ||||||||
Contract liabilities | $ 300,000 | 200,000 | $ 300,000 | 200,000 | $ 200,000 | $ 500,000 | |||
Revenue recognized relating to contract liabilities | 200,000 | ||||||||
Accounts receivable, net | 1,100,000 | 1,600,000 | 1,100,000 | 1,600,000 | 2,200,000 | 5,100,000 | |||
Loss on impairment of property and equipment | 2,511,000 | 2,511,000 | |||||||
Other Non-Current Assets [Member] | |||||||||
Product Information [Line Items] | |||||||||
Contract assets | 100,000 | 100,000 | 100,000 | 100,000 | 100,000 | $ 0 | |||
Series B Convertible Preferred Stock [Member] | |||||||||
Product Information [Line Items] | |||||||||
Number of preferred stock sold | shares | 93,297 | ||||||||
Preferred Stock Liquidation Preference Value | $ 0 | $ 0 | |||||||
Conversion of preferred stock, fully converted basis | shares | 932,970 | ||||||||
T2 Dx [Member] | |||||||||
Product Information [Line Items] | |||||||||
Maintenance Services period (in years) | 1 year | ||||||||
Additional period for Maintenance Service option (in years) | 1 year | ||||||||
Maximum [Member] | |||||||||
Product Information [Line Items] | |||||||||
Original expected period of contracts for which value of unsatisfied performance obligations not to be disclosed | 1 year | ||||||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 3 years | 3 years | |||||||
Non-US [Member] | |||||||||
Product Information [Line Items] | |||||||||
Total revenue | $ 500,000 | 1,200,000 | $ 2,300,000 | 3,200,000 | |||||
Outstanding receivable | 400,000 | 400,000 | $ 400,000 | ||||||
Italy [Member] | |||||||||
Product Information [Line Items] | |||||||||
Total revenue | 200,000 | $ 500,000 | 1,300,000 | $ 1,100,000 | |||||
Austria [Member] | |||||||||
Product Information [Line Items] | |||||||||
Total revenue | $ 200,000 | $ 500,000 | |||||||
Revenue [Member] | Geographic Concentration Risk [Member] | Non-US [Member] | |||||||||
Product Information [Line Items] | |||||||||
Total revenue (as a percent) | 37% | 32% | 41% | 19% | |||||
Revenue [Member] | Geographic Concentration Risk [Member] | Italy [Member] | |||||||||
Product Information [Line Items] | |||||||||
Total revenue (as a percent) | 15% | 12% | 23% | 6% | |||||
Revenue [Member] | Geographic Concentration Risk [Member] | Austria [Member] | |||||||||
Product Information [Line Items] | |||||||||
Total revenue (as a percent) | 16% | 9% | |||||||
Common Stock [Member] | |||||||||
Product Information [Line Items] | |||||||||
Reverse stock split description | every 100 shares of issued and outstanding common stock of the Company were automatically reclassified and combined into 1 share of common stock | effected a 1-for-50 reverse stock split. One share of common stock was issued for every 50 shares of issued and outstanding common stock | |||||||
Stock issued during period, shares, stock splits | shares | 62 | ||||||||
Common Stock [Member] | Subsequent Event [Member] | |||||||||
Product Information [Line Items] | |||||||||
Reverse stock split description | effected a 1-for-100 reverse stock split. One share of common stock was issued for every 100 shares of issued and outstanding common stock |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Customers Represent Greater Than 10% Of Revenue (Details) - Customer Concentration Risk [Member] - Revenue [Member] | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Customer A [Member] | ||||
Product Information [Line Items] | ||||
Total revenue (as a percent) | 28% | 46% | ||
Customer B [Member] | ||||
Product Information [Line Items] | ||||
Total revenue (as a percent) | 15% | 12% | 23% | |
Customer C [Member] | ||||
Product Information [Line Items] | ||||
Total revenue (as a percent) | 16% | |||
Customer D [Member] | ||||
Product Information [Line Items] | ||||
Total revenue (as a percent) | 12% | 10% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Customers Represent Greater Than 10% Of Accounts Receivable (Details) - Customer Concentration Risk [Member] - Accounts Receivable [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Customer A [Member] | ||
Product Information [Line Items] | ||
Total accounts receivable (as a percent) | 32% | |
Customer B [Member] | ||
Product Information [Line Items] | ||
Total accounts receivable (as a percent) | 11% | |
Customer C [Member] | ||
Product Information [Line Items] | ||
Total accounts receivable (as a percent) | 18% | |
Customer E [Member] | ||
Product Information [Line Items] | ||
Total accounts receivable (as a percent) | 12% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Disaggregation of Total Revenue by Major Resource (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 1,472 | $ 3,677 | $ 5,514 | $ 16,822 |
Product Instruments [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 263 | 616 | 1,135 | 1,849 |
Product Consumables [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 1,038 | 1,822 | 3,453 | 6,442 |
Instrument Rentals [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 17 | 5 | 121 | 74 |
Service [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 154 | 198 | 382 | 679 |
Total Product Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 1,472 | 2,641 | 5,091 | 9,044 |
Contribution Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 1,036 | $ 423 | $ 7,778 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Additional Information 1 (Detail) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-10-01 $ in Millions | Sep. 30, 2023 USD ($) |
Product Information [Line Items] | |
Transaction price that is allocated to unsatisfied or partially satisfied performance obligations, that has not yet been recognized as revenue | $ 0.1 |
Percentage of revenue recognition | 61% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets and Liabilities at Fair value on a Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Liabilities: | ||||
Warrant liabilities | $ 1,168 | $ 39 | ||
Derivative liability related to Term Loan | 652 | $ 836 | $ 1,858 | 1,088 |
Estimate of Fair Value Measurement [Member] | Recurring [Member] | ||||
Liabilities: | ||||
Warrant liabilities | 1,168 | 39 | ||
Derivative liability related to Term Loan | 652 | 1,088 | ||
Total liabilities | 1,820 | 1,127 | ||
Level 2 [Member] | Estimate of Fair Value Measurement [Member] | Recurring [Member] | ||||
Liabilities: | ||||
Warrant liabilities | 1,168 | 39 | ||
Total liabilities | 1,168 | 39 | ||
Level 3 [Member] | Estimate of Fair Value Measurement [Member] | Recurring [Member] | ||||
Liabilities: | ||||
Derivative liability related to Term Loan | 652 | 1,088 | ||
Total liabilities | $ 652 | $ 1,088 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) $ / shares in Units, $ in Thousands | 9 Months Ended | |||
Sep. 30, 2023 USD ($) $ / shares | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative liability, noncurrent | $ 652 | $ 836 | $ 1,858 | $ 1,088 |
Term Loan Agreement [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Additional interest rate, event of default (as a percent) | 4% | |||
Money Market Accounts [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Restricted cash | 1,600 | |||
Money Market Accounts [Member] | Level 1 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Restricted cash | $ 600 | $ 1,600 | ||
Common Stock Warrants [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Exercise price of warrants | $ / shares | $ 108 | |||
Common Stock Warrants [Member] | Risk-free Interest Rate [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrants outstanding, measurement input | 4.66 | |||
Common Stock Warrants [Member] | Expected Volatility [Member] | Minimum [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrants outstanding, measurement input | 146 | |||
Common Stock Warrants [Member] | Expected Volatility [Member] | Maximum [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrants outstanding, measurement input | 268 | |||
Common Stock Warrants [Member] | Expected Dividend Yield [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrants outstanding, measurement input | 0 | |||
Common Stock Warrants [Member] | Share Price [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Stock price | $ / shares | $ 26.73 | |||
Common Stock Warrants [Member] | Expected Term [Member] | Minimum [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrants outstanding, term | 0 years | |||
Common Stock Warrants [Member] | Expected Term [Member] | Maximum [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrants outstanding, term | 4 years 4 months 17 days |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Estimated Fair Value of the Warrant Liability (Details) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Risk-free interest rate | 4.66% |
Expected dividend yield | 0% |
Expected volatility | 146% |
Expected term | 4 years 4 months 17 days |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Roll-forward of Fair Value of Common Stock Warrants (Details) - Common Stock Warrants [Member] - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Balance at Beginning | $ 268 | $ 7,956 | |
Issuance of Common Stock Warrant | $ 7,568 | ||
Settlement due to cashless exercise | (32) | (510) | (938) |
Change in fair value | 924 | (7,178) | 1,326 |
Balance at End | $ 1,160 | $ 268 | $ 7,956 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Contingent Interest Payments (Detail) | 9 Months Ended |
Sep. 30, 2023 | |
Contingent Interest Beginning in Q2 2024 [Member] | Measurement Input, Discount Rate [Member] | Term Loan Agreement [Member] | CRG [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
4% contingent interest beginning in Q2 2024, probability | 50% |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Contingent Interest Payments (Parenthetical) (Detail) | 9 Months Ended |
Sep. 30, 2023 | |
CRG [Member] | Term Loan Agreement [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Contingent payment of interest rate | 4% |
Fair Value Measurements - Roll-
Fair Value Measurements - Roll-Forward of Fair Value of Derivative Liability related to Term Loan (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Balance at beginning | $ 836 | $ 1,858 | $ 1,088 | $ 1,088 | ||
Change in fair value of derivative related to Term Loan | 184 | $ (117) | 436 | $ (1,792) | ||
Balance at End | 652 | 836 | 1,858 | $ 652 | ||
Probability Weighted Discounted Cash Flow Model | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Change in fair value of derivative related to Term Loan | $ (184) | $ (1,022) | $ 770 |
Restricted Cash - Additional In
Restricted Cash - Additional Information (Detail) - Money Market Accounts [Member] - USD ($) $ in Millions | Sep. 30, 2023 | Jan. 31, 2023 | Dec. 31, 2022 |
Restricted Cash And Cash Equivalents Items [Line Items] | |||
Security deposits | $ 1.6 | ||
Landlord [Member] | |||
Restricted Cash And Cash Equivalents Items [Line Items] | |||
Security deposits | $ 1 | ||
FDIC [Member] | |||
Restricted Cash And Cash Equivalents Items [Line Items] | |||
Security deposits | $ 0.6 |
Supplemental Balance Sheet In_3
Supplemental Balance Sheet Information - Schedule of Inventory (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory, Net [Abstract] | ||
Raw materials | $ 2,442 | $ 2,004 |
Work-in-process | 1,162 | 1,176 |
Finished goods | 677 | 1,105 |
Total inventories, net | $ 4,281 | $ 4,285 |
Supplemental Balance Sheet In_4
Supplemental Balance Sheet Information - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 16,906 | $ 18,790 |
Less accumulated depreciation and amortization | (14,864) | (14,257) |
Property and equipment, net | 2,042 | 4,533 |
Office and Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 710 | 757 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 778 | 783 |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 5,104 | 5,570 |
Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 198 | 197 |
Manufacturing Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,109 | 1,454 |
Manufacturing Tooling and Molds [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 371 | 494 |
T2-Owned Instruments and Components [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 4,061 | 4,052 |
Leased T2 Owned Instruments [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 967 | 1,014 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,608 | 3,784 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 685 |
Supplemental Balance Sheet In_5
Supplemental Balance Sheet Information - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Supplemental Balance Sheet Information [Line Items] | |||||
Depreciation and amortization | $ 100 | $ 300 | $ 800 | $ 800 | |
Loss on impairment of property and equipment | 2,511 | 2,511 | |||
Office, Research, Laboratory and Manufacturing Space [Member] | Accrued Liabilities [Member] | |||||
Supplemental Balance Sheet Information [Line Items] | |||||
Estimated liability pertaining to lease | $ 1,000 | ||||
T2 Owned Instruments in Service [Member] | Product [Member] | |||||
Supplemental Balance Sheet Information [Line Items] | |||||
Depreciation expense recorded from instuments | $ 100 | $ 200 | $ 100 |
Supplemental Balance Sheet In_6
Supplemental Balance Sheet Information - Components of Accrued Expenses (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accrued Liabilities, Current [Abstract] | ||
Accrued payroll and compensation | $ 3,230 | $ 2,930 |
Accrued research and development expenses | 731 | 1,097 |
Accrued professional services | 568 | 1,626 |
Accrued interest | 1,009 | |
Other accrued expenses | 425 | 607 |
Total accrued expenses and other current liabilities | $ 4,954 | $ 7,269 |
Notes Payable - Term Loan Agree
Notes Payable - Term Loan Agreement - Additional Information (Detail) - USD ($) | 1 Months Ended | 9 Months Ended | ||||||||||||||||||
Oct. 18, 2023 | May 19, 2023 | Apr. 30, 2018 | Oct. 31, 2023 | Dec. 31, 2018 | Dec. 31, 2016 | Sep. 30, 2023 | Oct. 23, 2023 | Sep. 15, 2023 | Jul. 31, 2023 | Jul. 03, 2023 | Jun. 30, 2023 | May 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||||||||||||||||||||
Common stock, shares issued | 3,918,438 | 77,165 | ||||||||||||||||||
Exchange of preferred stock | 93,297 | 0 | ||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Number of shares issuable for warrants outstanding (in shares) | 105 | 218 | 113 | |||||||||||||||||
Exercise price of warrants | $ 7,750 | $ 7,750 | ||||||||||||||||||
Common stock, shares issued | 3,918,438 | 3,918,481 | 2,418,433 | 203,633 | 77,165 | 70,508 | 39,689 | 34,282 | 33,280 | |||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Exchange of preferred stock | 93,297 | |||||||||||||||||||
Term Loan Agreement [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Additional interest rate, event of default (as a percent) | 4% | |||||||||||||||||||
CRG [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Minimum liquidity covenant, waiver expiration date | Dec. 31, 2023 | |||||||||||||||||||
Conversion of loan to common and preferred stock | $ 10,000,000 | $ 10,000,000 | ||||||||||||||||||
Common stock, shares issued | 483,457 | 483,457 | ||||||||||||||||||
CRG [Member] | Series B Convertible Preferred Stock [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Exchange of preferred stock | 93,297 | 93,297 | ||||||||||||||||||
CRG [Member] | Term Loan Agreement [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt maturity date | Dec. 31, 2025 | |||||||||||||||||||
Proceeds from issuance of long-term debt | $ 10,000,000 | $ 40,000,000 | ||||||||||||||||||
Debt term (in years) | 6 years | |||||||||||||||||||
Payable in cash quarterly (as a percent) | 8% | |||||||||||||||||||
Final fee as a percentage of the principal outstanding (as a percent) | 8% | 10% | ||||||||||||||||||
Annual fixed rate (as a percent) | 11.50% | 12.50% | ||||||||||||||||||
Deferred interest rate (as a percent) | 3.50% | 4% | ||||||||||||||||||
Minimum cash balance | $ 500,000 | |||||||||||||||||||
Conversion of loan to common and preferred stock | $ 10,000,000 | |||||||||||||||||||
CRG [Member] | Term Loan Agreement [Member] | Minimum [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Minimum cash balance | $ 5,000,000 | $ 500,000 | ||||||||||||||||||
CRG [Member] | Term Loan Agreement [Member] | Maximum [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Minimum cash balance | $ 5,000,000 | |||||||||||||||||||
CRG [Member] | Term Loan Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt term (in years) | 1 year | 1 year | ||||||||||||||||||
Minimum cash balance | $ 500,000 | |||||||||||||||||||
CRG [Member] | Term Loan Agreement [Member] | Subsequent Event [Member] | Minimum [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Minimum cash balance | $ 500,000 | $ 500,000 | ||||||||||||||||||
CRG [Member] | Term Loan Agreement [Member] | Subsequent Event [Member] | Maximum [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Minimum cash balance | $ 5,000,000 | $ 5,000,000 |
Notes Payable - Schedule of Deb
Notes Payable - Schedule of Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Term Loan Agreement including PIK interest, before unamortized discount and issuance costs | $ 42,910 | $ 53,453 |
Less: unaccrued paid-in-kind interest | (1,857) | (3,647) |
Less: unamortized discount and deferred issuance costs | (146) | (155) |
Total notes payable | $ 40,907 | $ 49,651 |
Preferred Stock - Additional In
Preferred Stock - Additional Information (Details) | 9 Months Ended | ||||||||||||
Sep. 15, 2023 $ / shares shares | Jul. 05, 2023 USD ($) Vote $ / shares shares | Jul. 03, 2023 USD ($) $ / shares shares | Feb. 17, 2023 $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Jul. 31, 2023 USD ($) shares | Jun. 30, 2023 shares | Mar. 31, 2023 shares | Dec. 31, 2022 USD ($) $ / shares shares | Sep. 30, 2022 shares | Jun. 30, 2022 shares | Mar. 31, 2022 shares | Dec. 31, 2021 shares | |
Redeemable Noncontrolling Interest [Line Items] | |||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Sale of Stock, Number of Shares Issued in Transaction | shares | 90,185 | ||||||||||||
Preferred stock, shares issued | shares | 93,297 | 0 | |||||||||||
Preferred stock value | $ | |||||||||||||
Common stock, shares issued | shares | 3,918,438 | 77,165 | |||||||||||
Total purchase price | $ | $ 4,000 | $ 0 | |||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||||||
CRG [Member] | |||||||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||||||
Debt surrendered for cancellation in exchange for convertible preferred stock issued | $ | $ 10,000,000 | $ 10,000,000 | |||||||||||
Common stock, shares issued | shares | 483,457 | 483,457 | |||||||||||
Common Stock [Member] | |||||||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||||||
Reverse stock split description | every 100 shares of issued and outstanding common stock of the Company were automatically reclassified and combined into 1 share of common stock | effected a 1-for-50 reverse stock split. One share of common stock was issued for every 50 shares of issued and outstanding common stock | |||||||||||
Common stock, shares issued | shares | 3,918,481 | 3,918,438 | 2,418,433 | 203,633 | 77,165 | 70,508 | 39,689 | 34,282 | 33,280 | ||||
Common Stock [Member] | CRG [Member] | |||||||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||||||
Conversion price per share | $ 7.06 | ||||||||||||
Aggregate purchase price | $ | $ 3,400,000 | ||||||||||||
Series A Redeemable Preferred Stock [Member] | |||||||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||||||
Preferred stock, redemption price | $ 100 | ||||||||||||
Common stock, par value | $ 0.001 | ||||||||||||
Reverse stock split description | reverse split ratio ranging from any whole number between and including 1-for-50 and 1-for-150, with the exact ratio to be determined at the discretion of the Board of Directors of the Company | ||||||||||||
Preferred stock, voting rights | Shares of the Series A Preferred Stock had the right to vote only on any Reverse Stock Split Proposal and as may have been required by law. The Series A Preferred Stock represented an aggregate of 400,000,000 votes, and CRG agreed to vote in the same proportion as shares of common stock of the Company were voted on any Reverse Stock Split Proposal. | ||||||||||||
Preferred stock, aggregate number of votes | Vote | 400,000,000 | ||||||||||||
Series A Redeemable Preferred Stock [Member] | CRG [Member] | |||||||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||||||
Preferred stock, redemption price | $ 100 | ||||||||||||
Preferred stock, shares issued | shares | 1,000 | ||||||||||||
Preferred stock value | $ | $ 100 | ||||||||||||
Preferred stock, par value | $ 0.001 | ||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||||||
Preferred stock, shares issued | shares | 93,297 | ||||||||||||
Series B Convertible Preferred Stock [Member] | CRG [Member] | |||||||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||||||
Preferred stock, shares issued | shares | 93,297 | 93,297 | |||||||||||
Stated value purchase price per share | $ 70.6 | ||||||||||||
Aggregate purchase price | $ | $ 6,600,000 | ||||||||||||
Preferred stock, par value | $ 0.001 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Feb. 17, 2023 | Aug. 15, 2022 | Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2019 | Dec. 31, 2016 | |
Class of Warrant or Right [Line Items] | |||||||
Number of shares issued/sold | 90,185 | ||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Total proceeds from offering | $ 12 | ||||||
Issuance costs related to offering | 1.1 | ||||||
Other Expenses [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Issuance costs related to offering | $ 0.7 | ||||||
Common Stock [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Number of shares issuable for warrants outstanding (in shares) | 218 | 218 | 113 | 105 | |||
Exercise price of warrants | $ 7,750 | $ 7,750 | |||||
Common Share and Common Stock Warrant [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Share price | $ 108 | ||||||
Pre-funded Warrant and Common Stock Warrant [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Share price | 107.9 | ||||||
Series A Warrant [Member] | Common Stock [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Number of shares issuable for warrants outstanding (in shares) | 428 | ||||||
Exercise price of warrants | $ 54 | $ 750 | |||||
Aggregate subscription amount | $ 0.3 | ||||||
Warrants exercisable date | Feb. 15, 2023 | ||||||
Warrants maturity term | Feb. 15, 2028 | ||||||
Fair value of warrant liability | $ 0.4 | ||||||
Pre-funded Warrants [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Number of shares issuable for warrants outstanding (in shares) | 20,925 | ||||||
Exercise price of warrants | $ 0.1 | ||||||
Share price | $ 0.1 | $ 0.1 | |||||
Proceeds allocated to warrants | $ 0.8 | ||||||
Number of warrants outstanding | 0 | 0 | |||||
Common Stock Warrants [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Number of shares issuable for warrants outstanding (in shares) | 222,222 | ||||||
Exercise price of warrants | $ 108 | ||||||
Warrants exercisable date | Mar. 15, 2023 | ||||||
Warrants maturity term | Feb. 17, 2028 | ||||||
Fair value of warrant liability | $ 7.6 | ||||||
Number of warrants exercised | 1,851 | 1,851 | |||||
Number of warrants outstanding | 66,665 | 66,665 | |||||
Reduction of expense on change in fair value of warrants | $ 0.9 | $ 5 | |||||
Common Stock Warrants [Member] | Common Stock [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Number of shares issuable for warrants outstanding (in shares) | 925 | 925 | |||||
Number of securities called by each warrant | 2 | ||||||
Series A Redeemable Convertible Preferred Stock [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Series A redeemable convertible preferred stock, shares issued | 3,000 | ||||||
Series A redeemable convertible preferred stock, par value (in dollars per share) | $ 0.001 |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Detail) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Mar. 31, 2021 USD ($) | Jul. 31, 2023 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2023 USD ($) Item $ / shares shares | Sep. 30, 2022 USD ($) shares | Feb. 17, 2023 $ / shares | Dec. 31, 2022 $ / shares shares | |
Class Of Stock [Line Items] | ||||||||
Common stock, shares authorized | shares | 400,000,000 | 400,000,000 | 400,000,000 | |||||
Preferred stock, shares authorized | shares | 10,000,000 | 10,000,000 | 10,000,000 | |||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Number of voting rights per share of common stock | Item | 1 | |||||||
Equity Distribution Agreement [Member] | Canaccord [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Aggregate gross sales amount of common stock | $ 75 | |||||||
Proceeds from at the market facility | $ 65 | |||||||
Proceeds from sale of equity | $ 71.3 | |||||||
Percentage of agent service fee | 3% | |||||||
Number of shares issued/sold | shares | 1,015,385 | 30,805 | 3,167,968 | 36,687 | ||||
Proceeds from issuance of common stock | $ 21.7 | $ 22.2 | $ 41 | $ 28.1 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Oct. 31, 2023 | Mar. 31, 2018 | |
Share-Based Compensation | ||||||
Fair value of vested stock options | $ 800,000 | $ 1,400,000 | ||||
Stock-based compensation expense | $ 875,000 | $ 1,354,000 | $ 3,621,000 | 5,440,000 | ||
Employee Stock Purchase Plan [Member] | ||||||
Share-Based Compensation | ||||||
Shares available for grant | 128 | 128 | ||||
Percentage of full share price paid in purchase of common stock | 85% | |||||
Maximum amount of annual employee common stock purchases | $ 25,000 | |||||
Stock-based compensation expense | $ 100,000 | $ 100,000 | $ 300,000 | 300,000 | ||
Employee Stock Purchase Plan [Member] | Subsequent Event [Member] | ||||||
Share-Based Compensation | ||||||
Shares available for authorization | 400,000 | |||||
Restricted Stock Units [Member] | ||||||
Share-Based Compensation | ||||||
Weighted-average period | 10 months 24 days | |||||
Unrecognized compensation cost related to unvested stock options | $ 3,100,000 | $ 3,100,000 | ||||
2006 Plan [Member] | Stock Options [Member] | ||||||
Share-Based Compensation | ||||||
Expiration period | 10 years | |||||
Vesting period | 4 years | |||||
2014 Stock Option Plan [Member] | Stock Options [Member] | ||||||
Share-Based Compensation | ||||||
Expiration period | 10 years | |||||
Vesting period | 4 years | |||||
Shares available for future issuance under stock incentive plan | 164 | 164 | ||||
Percentage of common shares outstanding | 4% | 4% | ||||
Issuance of common stock from exercise of stock options (in shares) | 35,000,000 | |||||
Shares available for grant | 1,962 | 1,962 | ||||
Inducement Award Plan [Member] | ||||||
Share-Based Compensation | ||||||
Shares available for grant | 5,473 | 5,473 | ||||
Shares available for authorization | 6,925 | |||||
2006 and 2014 Stock Option Plans [Member] | Stock Options [Member] | ||||||
Share-Based Compensation | ||||||
Aggregate fair value of options granted | $ 600,000 | |||||
Unrecognized compensation cost related to non-vested stock options | $ 500,000 | $ 500,000 | ||||
Weighted-average period | 1 year 2 months 12 days | |||||
2006 and 2014 Stock Option Plans and Inducement Plan [Member] | Stock Options [Member] | ||||||
Share-Based Compensation | ||||||
Issuance of common stock from exercise of stock options (in shares) | 0 | 0 | ||||
Weighted average fair value of options granted | $ 26.3 | $ 1,758 | ||||
2006 and 2014 Stock Option Plans and Inducement Plan [Member] | Restricted Stock Units [Member] | ||||||
Share-Based Compensation | ||||||
Aggregate fair value of restricted stock units granted | $ 200,000 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Detail) - 2006 and 2014 Stock Option Plans and Inducement Plan [Member] - Stock Options [Member] - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Share-Based Compensation | |||
Number of Shares Outstanding, beginning of the period | 1,674 | ||
Number of Shares, Granted | 404 | ||
Number of Shares, Exercised | 0 | 0 | |
Number of Shares, Forfeited | (303) | ||
Number of Shares, Cancelled | (202) | ||
Number of Shares Outstanding, end of the period | 1,573 | 1,674 | |
Number of Shares, Exercisable | 1,183 | ||
Number of Shares, Vested or expected to vest | 1,490 | ||
Weighted-Average Exercise Price Per Share Outstanding, beginning of the period | $ 13,855.94 | ||
Weighted-Average Exercise Price Per Share, Granted | 30.84 | ||
Weighted-Average Exercise Price Per Share, Forfeited | 1,245.82 | ||
Weighted-Average Exercise Price Per Share, Cancelled | 13,738.32 | ||
Weighted-Average Exercise Price Per Share Outstanding, end of the period | 12,749.32 | $ 13,855.94 | |
Weighted-Average Exercise Price Per Share, Exercisable | 16,274.86 | ||
Weighted-Average Exercise Price Per Share, Vested or expected to vest | $ 13,386.78 | ||
Weighted-Average Remaining Contractual Term, Outstanding | 6 years 1 month 17 days | 5 years 11 months 4 days | |
Weighted-Average Remaining Contractual Term, Exercisable | 5 years 3 months 10 days | ||
Weighted-Average Remaining Contractual Term, Vested or expected to vest | 5 years 11 months 15 days | ||
Aggregate Intrinsic Value, Outstanding | $ 3 | ||
Aggregate Intrinsic Value, Vested or expected to vest | $ 2 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Estimated Assumptions Used to Calculate Weighted-Average Grant Date Fair Value of Options Granted (Detail) - Stock Options [Member] - 2006 and 2014 Stock Option Plans and Inducement Plan [Member] | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation | ||
Weighted-average risk-free interest rate | 3.88% | 2.27% |
Expected volatility | 118% | 106% |
Expected terms | 6 years | 6 years |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Nonvested Restricted Stock Units Activity (Detail) - 2014 Stock Option Plan and Inducement Plan [Member] - Restricted Stock Units [Member] | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share-Based Compensation | |
Number of Shares, Nonvested restricted shares at the beginning of the period | shares | 2,006 |
Number of Shares, Restricted shares granted | shares | 3,799 |
Number of Shares, Restricted shares vested | shares | (819) |
Number of Shares, Restricted shares forfeited | shares | (1,441) |
Number of Shares, Nonvested restricted shares at the end of the period | shares | 3,545 |
Weighted-Average Grant Date Fair Value, Nonvested restricted shares at the beginning of the period | $ / shares | $ 4,473.87 |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | 63.24 |
Weighted-Average Grant Date Fair Value, Vested | $ / shares | 4,658.82 |
Weighted-Average Grant Date Fair Value, Forfeited | $ / shares | 444.37 |
Weighted-Average Grant Date Fair Value, Nonvested restricted shares at the end of the period | $ / shares | $ 1,342.43 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock-Based Compensation Expense for Stock Options Granted that was Recorded in the Company's Results of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Stock-based compensation expense | ||||
Stock-based compensation expense | $ 875 | $ 1,354 | $ 3,621 | $ 5,440 |
Cost of Product Revenue [Member] | ||||
Stock-based compensation expense | ||||
Stock-based compensation expense | 5 | 64 | 120 | 309 |
Research and Development [Member] | ||||
Stock-based compensation expense | ||||
Stock-based compensation expense | 110 | 230 | 512 | 851 |
Selling, General and Administrative [Member] | ||||
Stock-based compensation expense | ||||
Stock-based compensation expense | $ 760 | $ 1,060 | $ 2,989 | $ 4,280 |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Detail) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||||
Oct. 12, 2023 | Sep. 15, 2023 shares | Sep. 30, 2023 $ / shares shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2023 $ / shares shares | Sep. 30, 2022 USD ($) shares | Jun. 30, 2023 shares | Mar. 31, 2023 shares | Dec. 31, 2022 shares | Jun. 30, 2022 shares | Mar. 31, 2022 shares | Dec. 31, 2021 shares | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||||||||||
Anti-dilutive securities excluded from the computation of diluted net loss per share | 72,429 | 4,821 | 72,429 | 4,821 | ||||||||
Increase in net loss attributable to common stockholders | $ | $ 330 | $ 330 | ||||||||||
Common stock, shares issued | 3,918,438 | 3,918,438 | 77,165 | |||||||||
Common stock, shares outstanding | 3,918,438 | 3,918,438 | 77,165 | |||||||||
Stock split, conversion ratio | 1 | 1 | ||||||||||
Series A Redeemable Convertible Preferred Stock [Member] | ||||||||||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||||||||||
Increase in net loss attributable to common stockholders | $ | $ 300 | |||||||||||
Common Stock [Member] | ||||||||||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||||||||||
Number of shares issued/sold | 30,805 | |||||||||||
Remaining shares issued | 62 | |||||||||||
Common stock, shares issued | 3,918,481 | 3,918,438 | 70,508 | 3,918,438 | 70,508 | 2,418,433 | 203,633 | 77,165 | 39,689 | 34,282 | 33,280 | |
Common stock, shares outstanding | 3,918,481 | |||||||||||
Series A Warrant [Member] | ||||||||||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||||||||||
Anti-dilutive securities excluded from the computation of diluted net loss per share | 428 | 428 | 428 | 428 | ||||||||
Pre-Funded Warrants [Member] | ||||||||||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||||||||||
Share price | $ / shares | $ 0.1 | $ 0.1 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from the computation of diluted net loss per share | 72,429 | 4,821 | 72,429 | 4,821 |
Options to Purchase Common Shares [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from the computation of diluted net loss per share | 1,573 | 1,932 | 1,573 | 1,932 |
Restricted Stock Units [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from the computation of diluted net loss per share | 3,545 | 2,243 | 3,545 | 2,243 |
Term Loan Warrants [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from the computation of diluted net loss per share | 218 | 218 | 218 | 218 |
Common Stock Warrants [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from the computation of diluted net loss per share | 66,665 | 66,665 | ||
Series A Warrants [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from the computation of diluted net loss per share | 428 | 428 | 428 | 428 |
US Government Contract - Additi
US Government Contract - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Sep. 30, 2019 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Revenue | $ 1,472,000 | $ 3,677,000 | $ 5,514,000 | $ 16,822,000 | ||||||
Contribution [Member] | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Revenue | 1,036,000 | 423,000 | 7,778,000 | |||||||
Co Development Partnership Agreement [Member] | Biomedical Advanced Research and Development Authority [Member] | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Initial value of consideration receivable | $ 6,000,000 | |||||||||
First contract option value exercised | $ 10,500,000 | |||||||||
Option contract value exercised | $ 6,400,000 | |||||||||
Collaborative arrangement additional funding amount received | $ 4,400,000 | |||||||||
Collaborative arrangement additional funding amount to be received | $ 3,700,000 | |||||||||
Unbilled accounts receivable | 0 | 0 | $ 700,000 | |||||||
Co Development Partnership Agreement [Member] | Biomedical Advanced Research and Development Authority [Member] | Contribution [Member] | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Revenue | $ 0 | $ 1,000,000 | $ 400,000 | $ 7,800,000 | ||||||
Co Development Partnership Agreement [Member] | Biomedical Advanced Research and Development Authority [Member] | Maximum [Member] | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Aggregate consideration receivable | 69,000,000 | |||||||||
Co Development Partnership Agreement Option Three [Member] | Biomedical Advanced Research and Development Authority [Member] | Maximum [Member] | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Aggregate consideration receivable | $ 62,000,000 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) | 1 Months Ended | 9 Months Ended | ||||||||||
Sep. 30, 2022 | Sep. 30, 2021 | Oct. 31, 2020 | Aug. 31, 2018 | Mar. 31, 2017 | Nov. 30, 2014 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | Jan. 31, 2018 | Jan. 11, 2011 | |
Leases [Line Items] | ||||||||||||
Operating lease right-of-use assets | $ 7,747,000 | $ 8,741,000 | ||||||||||
Office Space, Laboratory Space, and Equipment [Member] | ||||||||||||
Leases [Line Items] | ||||||||||||
Operating lease right-of-use assets | 0 | |||||||||||
Lease liabilities | $ 0 | |||||||||||
Maximum lease period to not recognize right of use assets or lease liabilities | 12 months | |||||||||||
Office Laboratory And Manufacturing Space | Operating Leases Entered Into May 2013 [Member] | ||||||||||||
Leases [Line Items] | ||||||||||||
Lease expiration month and year | 2020-12 | |||||||||||
Lease expiration date | Dec. 31, 2024 | Dec. 31, 2022 | ||||||||||
Laboratory Space [Member] | Operating Lease Entered into November 2014 [Member] | ||||||||||||
Leases [Line Items] | ||||||||||||
Lease expiration date | Oct. 31, 2025 | |||||||||||
Security deposits | $ 130,977 | 130,977 | $ 281,000 | |||||||||
Term of lease | 6 years | |||||||||||
Space build-out costs paid | $ 1,400,000 | |||||||||||
Space build-out costs | $ 2,200,000 | |||||||||||
Security deposit received from landlord | 281,000 | |||||||||||
Office, Research, Laboratory and Manufacturing Space [Member] | Operating Leases Entered Into September 2021 [Member] | ||||||||||||
Leases [Line Items] | ||||||||||||
Security deposits | 1,000,000 | $ 1,000,000 | ||||||||||
Term of lease | 126 months | |||||||||||
Office, Research, Laboratory and Manufacturing Space [Member] | Operating Lease Termination [Member] | ||||||||||||
Leases [Line Items] | ||||||||||||
Security deposits | 1,000,000 | |||||||||||
Office, Research, Laboratory and Manufacturing Space [Member] | Accrued Liabilities [Member] | ||||||||||||
Leases [Line Items] | ||||||||||||
Estimated liability pertaining to lease | 1,000,000 | |||||||||||
Office, Research, Laboratory and Manufacturing Space [Member] | Accrued Liabilities [Member] | Operating Leases Entered Into September 2021 [Member] | ||||||||||||
Leases [Line Items] | ||||||||||||
Estimated liability pertaining to lease | 1,000,000 | |||||||||||
Office and Laboratory Space [Member] | Operating Lease Entered into August 2010 [Member] | ||||||||||||
Leases [Line Items] | ||||||||||||
Lease expiration month and year | 2021-12 | |||||||||||
Lease expiration date | Dec. 31, 2028 | |||||||||||
Security deposits | $ 420,438 | $ 420,438 | $ 160,000 | $ 400,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 24 Months Ended | |||||
Sep. 30, 2021 | Sep. 30, 2023 | Dec. 31, 2007 | Mar. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2006 | |
Mr. Sprague, Mr. Giffin, and Mr. Gibbs [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Retention bonus payable | $ 80,000 | |||||||
License Agreement [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Shares issued | 16 | |||||||
Royalty on net sales sublicensing gross revenue | 10% | |||||||
Royalties accrued | $ 100,000 | $ 100,000 | ||||||
License Agreement [Member] | Minimum [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Annual license fee payable | $ 5,000 | |||||||
Percentage of royalty on net sales | 0.50% | |||||||
License Agreement [Member] | Maximum [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Annual license fee payable | $ 25,000 | |||||||
Percentage of royalty on net sales | 3.50% | |||||||
July 31, 2023 [Member] | Mr. Sprague, Mr. Giffin, and Mr. Gibbs [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Retention bonus payable | 40,000 | |||||||
November 30, 2023 [Member] | Mr. Sprague, Mr. Giffin, and Mr. Gibbs [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Retention bonus payable | $ 40,000 | |||||||
Office, Research, Laboratory and Manufacturing Space [Member] | Accrued Liabilities [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Estimated liability pertaining to lease | $ 1,000,000 | |||||||
Operating Leases Entered Into September 2021 [Member] | Office, Research, Laboratory and Manufacturing Space [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Term of lease | 126 months | |||||||
Security deposit | 1,000,000 | $ 1,000,000 | ||||||
Operating Leases Entered Into September 2021 [Member] | Office, Research, Laboratory and Manufacturing Space [Member] | Accrued Liabilities [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Estimated liability pertaining to lease | $ 1,000,000 | |||||||
Operating Lease Termination [Member] | Office, Research, Laboratory and Manufacturing Space [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Security deposit | $ 1,000,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | 1 Months Ended | 9 Months Ended | ||||||||||||||||||
Oct. 18, 2023 USD ($) | Oct. 12, 2023 | Oct. 01, 2023 USD ($) shares | Sep. 15, 2023 shares | Feb. 17, 2023 shares | Oct. 31, 2023 USD ($) $ / shares | Jul. 31, 2023 USD ($) shares | Dec. 31, 2016 | Sep. 30, 2023 USD ($) shares | Oct. 23, 2023 USD ($) | Jul. 03, 2023 shares | Jun. 30, 2023 shares | May 31, 2023 USD ($) | May 19, 2023 USD ($) | Mar. 31, 2023 shares | Dec. 31, 2022 shares | Sep. 30, 2022 shares | Jun. 30, 2022 shares | Mar. 31, 2022 shares | Dec. 31, 2021 shares | |
Subsequent Event [Line Items] | ||||||||||||||||||||
Stock split, conversion ratio | 1 | 1 | ||||||||||||||||||
Common stock, shares issued | shares | 3,918,438 | 77,165 | ||||||||||||||||||
Common stock, shares outstanding | shares | 3,918,438 | 77,165 | ||||||||||||||||||
Number of shares sold | shares | 90,185 | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Reverse stock split description | every 100 shares of issued and outstanding common stock of the Company were automatically reclassified and combined into 1 share of common stock | effected a 1-for-50 reverse stock split. One share of common stock was issued for every 50 shares of issued and outstanding common stock | ||||||||||||||||||
Common stock, shares issued | shares | 3,918,481 | 3,918,438 | 2,418,433 | 203,633 | 77,165 | 70,508 | 39,689 | 34,282 | 33,280 | |||||||||||
Common stock, shares outstanding | shares | 3,918,481 | |||||||||||||||||||
Stock issued during period, shares, stock splits | shares | 62 | |||||||||||||||||||
Subsequent Event [Member] | Minimum [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Stock trading price | $ / shares | $ 1 | |||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Reverse stock split description | effected a 1-for-100 reverse stock split. One share of common stock was issued for every 100 shares of issued and outstanding common stock | |||||||||||||||||||
Equity Distribution Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Number of shares sold | shares | 131,854 | |||||||||||||||||||
Proceeds from sale of equity | $ | $ 800,000 | |||||||||||||||||||
Equity Distribution Agreement [Member] | Canaccord [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Proceeds from sale of equity | $ | $ 71,300,000 | |||||||||||||||||||
CRG [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Common stock, shares issued | shares | 483,457 | 483,457 | ||||||||||||||||||
CRG [Member] | Term Loan Agreement [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Debt maturity date | Dec. 31, 2025 | |||||||||||||||||||
Debt term (in years) | 6 years | |||||||||||||||||||
Minimum cash balance | $ | $ 500,000 | |||||||||||||||||||
CRG [Member] | Term Loan Agreement [Member] | Maximum [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Minimum cash balance | $ | $ 5,000,000 | |||||||||||||||||||
CRG [Member] | Term Loan Agreement [Member] | Minimum [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Minimum cash balance | $ | $ 5,000,000 | $ 500,000 | ||||||||||||||||||
CRG [Member] | Term Loan Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Debt term (in years) | 1 year | 1 year | ||||||||||||||||||
Debt instrument, maturity date start | Dec. 30, 2024 | Dec. 30, 2024 | ||||||||||||||||||
Debt instrument, maturity date end | Dec. 31, 2025 | Dec. 31, 2025 | ||||||||||||||||||
Minimum cash balance | $ | $ 500,000 | |||||||||||||||||||
CRG [Member] | Term Loan Agreement [Member] | Subsequent Event [Member] | Maximum [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Minimum cash balance | $ | $ 5,000,000 | $ 5,000,000 | ||||||||||||||||||
CRG [Member] | Term Loan Agreement [Member] | Subsequent Event [Member] | Minimum [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Minimum cash balance | $ | $ 500,000 | $ 500,000 |