Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 05, 2024 | Jun. 30, 2023 | |
Document and Entity Information | |||
Entity Registrant Name | 908 DEVICES INC | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Entity File Number | 001-39815 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 45-4524096 | ||
Entity Address, Address Line One | 645 Summer Street | ||
Entity Address, City or Town | Boston | ||
Entity Address State Or Province | MA | ||
Entity Address, Postal Zip Code | 02210 | ||
City Area Code | 857 | ||
Local Phone Number | 254-1500 | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | MASS | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 165.5 | ||
ICFR Auditor Attestation Flag | false | ||
Entity Common Stock, Shares Outstanding | 32,909,929 | ||
Entity Central Index Key | 0001555279 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Auditor Name | PricewaterhouseCoopers, LLP | ||
Auditor Firm ID | 238 | ||
Auditor Location | Boston, Massachusetts |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 121,041 | $ 188,422 |
Marketable securities | 24,641 | |
Accounts receivable, net of allowance for credit losses of $395 and $25 at December 31, 2023 and December 31, 2022 | 8,989 | 10,033 |
Inventory | 14,938 | 12,513 |
Prepaid expenses and other current assets | 4,181 | 4,658 |
Total current assets | 173,790 | 215,626 |
Operating lease, right-of-use assets | 6,233 | 3,956 |
Property and equipment, net | 3,342 | 3,083 |
Goodwill | 10,367 | 10,050 |
Intangible assets, net | 7,860 | 8,488 |
Other long-term assets | 1,389 | 1,384 |
Total assets | 202,981 | 242,587 |
Current liabilities: | ||
Accounts payable | 1,191 | 1,397 |
Accrued expenses | 8,713 | 8,847 |
Deferred revenue | 10,629 | 7,514 |
Operating lease liabilities | 2,016 | 1,468 |
Total current liabilities | 22,549 | 19,226 |
Long-term debt | 15,000 | |
Operating lease liabilities, net of current portion | 3,929 | 3,040 |
Deferred revenue, net of current portion | 8,571 | 11,496 |
Deferred income taxes | 2,441 | 2,671 |
Other long-term liabilities | 555 | |
Total liabilities | 37,490 | 51,988 |
Commitments and contingencies (Note 15) | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value; 5,000,000 shares authorized, no shares issued or outstanding at December 31, 2023 and December 31, 2022, respectively | ||
Common stock, $0.001 par value; 100,000,000 shares authorized; 32,519,023 shares and 31,859,847 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively | 33 | 32 |
Additional paid-in capital | 334,692 | 323,969 |
Accumulated other comprehensive income | 1,365 | 798 |
Accumulated deficit | (170,599) | (134,200) |
Total stockholders' equity | 165,491 | 190,599 |
Total liabilities and stockholders' equity | $ 202,981 | $ 242,587 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Consolidated Balance Sheets | ||
Allowance for credit losses | $ 395 | $ 25 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 32,519,023 | 31,859,847 |
Common stock, shares outstanding | 32,519,023 | 31,859,847 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue | $ 50,229 | $ 46,852 |
Cost of revenue | 24,907 | 20,829 |
Gross profit | 25,322 | 26,023 |
Operating expenses: | ||
Research and development | 21,904 | 17,526 |
Selling, general and administrative | 46,176 | 43,879 |
Total operating expenses | 68,080 | 61,405 |
Loss from operations | (42,758) | (35,382) |
Other income, net: | ||
Interest income | 6,480 | 2,031 |
Interest expense | (201) | (129) |
Other expense, net | (131) | (83) |
Total other income, net | 6,148 | 1,819 |
Loss from operations before income taxes | (36,610) | (33,563) |
Benefit for income taxes | 211 | 0 |
Net loss | $ (36,399) | $ (33,563) |
Net loss per share, basic | $ (1.13) | $ (1.07) |
Net loss per share, diluted | $ (1.13) | $ (1.07) |
Weighted average common shares outstanding, basic | 32,239,394 | 31,492,531 |
Weighted average common shares outstanding, diluted | 32,239,394 | 31,492,531 |
Product revenue | ||
Revenue | $ 40,214 | $ 37,499 |
Cost of revenue | 18,428 | 16,010 |
Service revenue | ||
Revenue | 9,645 | 6,976 |
Cost of revenue | 6,380 | 4,420 |
Contract revenue | ||
Revenue | 370 | 2,377 |
Cost of revenue | $ 99 | $ 399 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Consolidated Statements of Comprehensive Loss | ||
Net loss | $ (36,399) | $ (33,563) |
Other comprehensive income | ||
Foreign currency translation adjustment | 554 | 798 |
Unrealized gain on marketable securities, net of tax of $0 | 13 | |
Total other comprehensive income | 567 | 798 |
Comprehensive loss | $ (35,832) | $ (32,765) |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Consolidated Statements of Comprehensive Loss | ||
Tax on unrealized gains on marketable securities | $ 0 | $ 0 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total |
Beginning balance at Dec. 31, 2021 | $ 31 | $ 315,210 | $ (100,637) | $ 214,604 | |
Beginning balance (in shares) at Dec. 31, 2021 | 31,077,004 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of common stock upon exercise of stock options | $ 1 | 1,021 | 1,022 | ||
Issuance of common stock upon exercise of stock options (in shares) | 687,973 | ||||
Stock-based compensation expense | 7,207 | 7,207 | |||
Issuance of common stock upon ESPP purchase | 531 | 531 | |||
Issuance of common stock upon ESPP purchase (in shares) | 37,316 | ||||
Vesting of restricted stock units (shares) | 57,554 | ||||
Foreign currency translation adjustments | $ 798 | 798 | |||
Net Income (Loss) | (33,563) | (33,563) | |||
Ending balance at Dec. 31, 2022 | $ 32 | 323,969 | 798 | (134,200) | 190,599 |
Ending balance (in shares) at Dec. 31, 2022 | 31,859,847 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of common stock upon exercise of stock options | $ 1 | 431 | 432 | ||
Issuance of common stock upon exercise of stock options (in shares) | 264,971 | ||||
Stock-based compensation expense | 9,787 | 9,787 | |||
Issuance of common stock upon ESPP purchase | 505 | 505 | |||
Issuance of common stock upon ESPP purchase (in shares) | 93,644 | ||||
Vesting of restricted stock units (shares) | 300,561 | ||||
Foreign currency translation adjustments | 554 | 554 | |||
Unrealized gain on marketable securities | 13 | 13 | |||
Net Income (Loss) | (36,399) | (36,399) | |||
Ending balance at Dec. 31, 2023 | $ 33 | $ 334,692 | $ 1,365 | $ (170,599) | $ 165,491 |
Ending balance (in shares) at Dec. 31, 2023 | 32,519,023 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (36,399) | $ (33,563) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 2,384 | 1,614 |
Stock-based compensation expense | 9,787 | 7,207 |
Noncash interest expense and loss on extinguishment of debt | 192 | 47 |
Provision for inventory obsolescence | 663 | 376 |
Net amortization of premiums and accretion of discounts on marketable securities | (301) | |
Provision for credit losses | 386 | |
Change in fair value of contingent consideration | 107 | 161 |
Deferred income tax | (305) | (129) |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 680 | 5,930 |
Inventory | (3,902) | (5,475) |
Prepaid expenses and other current assets | (513) | 844 |
Other long-term assets | (135) | (93) |
Accounts payable and accrued expenses | 2,033 | 452 |
Deferred revenue | 179 | 1,892 |
Right-of-use operating lease assets | 1,668 | 1,226 |
Operating lease liabilities | (1,583) | (1,344) |
Other long-term liabilities | (75) | |
Net cash used in operating activities | (25,059) | (20,930) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (2,045) | (2,045) |
Purchases of marketable securities | (48,874) | |
Proceeds from sales and maturities of marketable securities | 24,519 | |
Acquisitions, net of cash acquired | (13,762) | |
Net cash used in investing activities | (26,400) | (15,807) |
Cash flows from financing activities: | ||
Payments for withholding taxes on vested awards | (776) | (262) |
Proceeds from issuance of common stock | 936 | 1,553 |
Payments of public offering costs | (112) | |
Proceeds from borrowings on revolving line of credit | 60,000 | |
Repayment on revolving line of credit | (15,000) | (60,000) |
Payments for contingent consideration | (1,095) | |
Net cash (used in) provided by financing activities | (15,935) | 1,179 |
Effect of foreign exchange rate changes on cash and cash equivalents | 13 | 18 |
Net decrease in cash, cash equivalents and restricted cash | (67,381) | (35,540) |
Cash, cash equivalents and restricted cash at beginning of period | 188,593 | 224,133 |
Cash, cash equivalents and restricted cash at end of period | 121,212 | 188,593 |
Supplemental disclosure of noncash investing and financing information: | ||
Property and equipment included in account payable | 23 | 219 |
Transfers of inventory to property and equipment | 1,047 | 887 |
Transfers of property and equipment to inventory | $ 214 | |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | $ 135 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Cash and cash equivalents | $ 121,041 | $ 188,422 |
Restricted cash included in prepaid expenses and other current assets | $ 60 | |
Restricted Cash, Current, Statement of Financial Position [Extensible Enumeration] | Prepaid Expense and Other Assets, Current | Prepaid Expense and Other Assets, Current |
Restricted cash included in other long-term assets | $ 171 | $ 111 |
Restricted Cash, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent |
Total cash, cash equivalents and restricted cash shown in the statement of cash flows | $ 121,212 | $ 188,593 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2023 | |
Nature of the Business and Basis of Presentation | |
Nature of the Business and Basis of Presentation | 1. Nature of the Business and Basis of Presentation 908 Devices Inc. (the “Company”) was incorporated in the State of Delaware on February 10, 2012. The Company is a commercial-stage technology company providing a suite of purpose-built handheld and desktop devices used at the point-of-need for chemical and biochemical analysis in a broad array of markets including life sciences research, bioprocessing, pharma/biopharma, forensics and adjacent markets. The Company is subject to risks and uncertainties common to technology companies in the device industry and of similar size, including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, uncertainty of market acceptance of products, and the need to obtain additional financing to fund operations. Potential risks and uncertainties also include, without limitation, uncertainties regarding higher inflation and interest rates. Products currently under development will require additional research and development efforts prior to commercialization and will require additional capital and adequate personnel and infrastructure. The Company’s research and development may not be successfully completed, adequate protection for the Company’s technology may not be obtained, the Company may not obtain necessary government regulatory approval, and approved products may not prove commercially viable. The Company operates in an environment of rapid change in technology and competition. Underwritten Public Offerings On December 22, 2020, the Company completed its initial public offering (“IPO”), pursuant to which it issued and sold 7,475,000 shares of common stock, inclusive of 975,000 shares pursuant to the full exercise of the underwriters’ option to purchase additional shares. The Company received net proceeds of $136.6 million after deducting underwriting discounts and commissions and other offering costs . On November 15, 2021, the Company completed an underwritten public offering, pursuant to which it issued and sold 3,150,000 shares of common stock at a public offering price of $32.00 per share (the “November 2021 Offering”). The Company received net proceeds of $94.4 million after deducting underwriting discounts and commissions and other offering costs. Acquisition The Company acquired Trace Analytics GmbH, located in Braunschweig, Germany in August 2022. In February 2023, Trace Analytics GmbH formally changed its name to 908 Devices GmbH. 908 Devices GmbH is a leading provider of online analysis systems for biotech applications in research, development, and production. 908 Devices GmbH’s products are used for monitoring and control of complex processes in industrial pharmaceutical productions under continuous measurement conditions. With the acquisition of 908 Devices GmbH, the Company acquired enabling sampling technology that it expects to integrate within future product offerings. See Note 18, Acquisition Basis of Presentation The Company’s consolidated financial statements have been prepared in conformity with GAAP. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, 908 Devices Securities Corporation, 908 Devices (Shanghai) Technology Co., Ltd. and 908 Devices GmbH. All intercompany balances and transactions have been eliminated. The accompanying consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. The Company has incurred recurring losses since inception, including net losses of $36.4 million and $33.6 million for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, the Company had an accumulated deficit of $170.6 million. The Company expects to continue to generate operating losses in the foreseeable future. As of March 8, 2024, the issuance date of the consolidated financial statements, the Company expects that its cash, cash equivalents and marketable securities will be sufficient to fund its operating expenses and capital expenditure requirements for at least the next 12 months from the issuance date of the consolidated financial statements. The Company may seek additional funding through private or public equity financings, debt financings, collaborations, strategic alliances and marketing, channel partner, or licensing arrangements. The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into collaborations or other arrangements. The terms of any financing may adversely affect the holdings or the rights of the Company's stockholders. If the Company is unable to obtain funding, the Company could be forced to delay, reduce or eliminate some or all of its research and development programs, product expansion or commercialization efforts, or the Company may be unable to continue operations. Although management continues to pursue these financing plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, revenue recognition and accounts receivable, the valuation of inventory, fair value of assets acquired and liabilities assumed in acquisitions and the valuation of stock-based awards. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. Due to the rising inflation and higher interest rates, there has been uncertainty and disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstance that would require further updates to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of these consolidated financial statements. These estimates may change, as new events occur and additional information is obtained. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions. Risk of Concentrations of Credit, Significant Customers and Significant Suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, and accounts receivable. The Company’s cash and cash equivalents and restricted cash are maintained in bank deposit accounts and money market funds that regularly exceed federally insured limits. The Company is exposed to credit risk on its cash, cash equivalents and restricted cash in the event of default by the financial institutions to the extent account balances exceed the amount insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company’s marketable securities are invested in U.S. treasury securities and as a result, the Company believes represent minimal credit risk. Significant customers are those that accounted for 10% or more of the Company’s total revenue or accounts receivable. One customer represented 21% of total revenue for the year ended December 31, 2023. One customer represented 28% of total revenue for the year ended December 31, 2022. As of December 31, 2023, one customer accounted for 19% of gross accounts receivable. As of December 31, 2022, two customers accounted for 20% and 12%, respectively, of gross accounts receivable. Certain of the components included in the Company’s products are obtained from a sole source, a single source or a limited group of suppliers. Although the Company seeks to reduce dependence on those limited sources of suppliers and manufacturers, the partial or complete loss of certain of these sources, or the requirement to establish a new supplier for the components, could have a material adverse effect on the Company’s operating results, financial condition and cash flows and damage its customer relationships. Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Restricted Cash Restricted cash primarily represents collaterals for the corporate credit cards and a letter of credit issued as security for the lease for the Company’s facility in Morrisville, North Carolina. Accounts Receivable, net Accounts receivable are presented net of an allowance for credit losses, which is an estimate of amounts that may not be collectible. The Company performs ongoing credit evaluations of its customers and monitors economic conditions to identify facts and circumstances that may indicate its receivables are at risk of collection. The Company provides reserves against accounts receivable for estimated credit losses, if any, that may result from a customer’s inability to pay based on the composition of its accounts receivable, current economic conditions and historical credit loss activity. Amounts deemed uncollectible are charged or written-off against the reserve. As of December 31, 2023 and December 31, 2022, the Company recorded a $0.4 million allowance and less than a $0.1 million allowance for credit losses, respectively. The following is a summary of the activity of the Company’s allowance for credit losses (in thousands): Year Ended December 31, 2023 2022 Balances at beginning of period $ 25 $ 1,750 Current period change for expected credit loss 386 — Deduction / recoveries collected (16) (1,725) Balances at end of period $ 395 $ 25 Inventory Inventory is valued at the lower of cost or net realizable value. Cost is computed using the first-in, first-out method. The Company regularly reviews inventory quantities on-hand for excess and obsolete inventory and, when circumstances indicate, records charges to write down inventories to their estimated net realizable value, after evaluating historical sales, future demand, market conditions and expected product life cycles. Such charges are classified as cost of revenue in the consolidated statements of operations. Any write-down of inventory to net realizable value creates a new cost basis. Assets Recognized from Costs to Obtain a Contract with a Customer The Company recognizes an asset for the incremental costs of obtaining a contract with a customer if the Company expects the benefit of those costs to be longer than one year. The Company has determined that certain sales incentive programs meet the requirements to be capitalized. Total capitalized costs to obtain a contract were not significant during the periods presented and are included in other current assets and other long-term assets in the Company’s consolidated balance sheets. Leases The Company accounts for leases under ASC 842, Leases Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset as follows: Estimated Useful Life Laboratory and demonstration equipment 2 to 5 years Computer equipment and software 3 years Furniture and fixtures 7 years Leasehold improvements Shorter of remaining life of lease or useful life Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated once placed into service. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in loss from operations. Expenditures for repairs and maintenance are charged to expense as incurred. When a device is used as demonstration equipment, such device is reclassified from inventory to demonstration equipment under property and equipment and begins to depreciate over its estimated useful life. The Company does not refurbish such device or reverse transfer the device to inventory. Impairment of Long-Lived Assets Long-lived assets consist of operating lease right-of-use assets and property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss can be recognized in loss from operations when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss is based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows. The Company did not record any impairment losses on long-lived assets during the years ended December 31, 2023 and 2022. Software Development Costs The Company incurs costs to develop computer software that is embedded in the hardware components of the Company’s products. Research and development costs related to this software are expensed as incurred, except for costs of internally developed or externally purchased software that qualify for capitalization. Software development costs incurred subsequent to the establishment of technological feasibility, but prior to the general release of the product, are capitalized and, upon general release, are amortized based upon the pattern in which economic benefits related to such assets are realized. Due to the short time period between achieving technological feasibility and product release and the insignificant amount of costs incurred during such periods, the Company did not capitalize any software development costs during the years ended December 31, 2023 and 2022. Fair Value Measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: ● Level 1 — Quoted prices in active markets for identical assets or liabilities. ● Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. ● Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company's financial instruments consist primarily of cash equivalents, marketable securities, accounts receivable, accounts payable, accrued expenses and contingent consideration. Fair value measurements The carrying value of the Company’s long-term debt approximates its fair value (a Level 2 measurement) at each balance sheet date due to its variable interest rate, which approximates a market interest rate. Marketable Securities The Company’s marketable securities are classified as available-for-sale and are carried at fair value, with the unrealized gains and losses reported as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Premiums and discounts on marketable securities are amortized and accreted, respectively, to earliest call date and maturity, respectively, and included in interest income in the consolidated statements of operations. When the fair value is below the amortized cost basis of a marketable security, an estimate of expected credit losses is made. The credit-related impairment amount is recognized in the consolidated statements of operations. Credit losses are recognized through the use of an allowance for credit losses account in the consolidated balance sheet and subsequent improvements in expected credit losses are recognized as a reversal of an amount in the allowance account. If the Company has the intent to sell the security or it is more likely than not that the Company will be required to sell the security prior to recovery of its amortized cost basis, then the allowance for the credit loss is written-off and the excess of the amortized cost basis of the asset over its fair value is recorded in the consolidated statements of operations. There were no credit losses recorded for the year ended December 31, 2023. Goodwill and Intangible Assets Goodwill is not amortized, but is evaluated for impairment on an annual basis, or on an interim basis when events or changes in circumstances indicate that the carrying value may not be recoverable. In assessing the recoverability of goodwill, the Company must make assumptions regarding the estimated future cash flows, and other factors, to determine the fair value of these assets. If these estimates or their related assumptions change in the future, the Company may be required to record impairment charges against these assets in the reporting period in which the impairment is determined. The Company tests goodwill for impairment at the reporting unit level, which is the operating segment, in the fourth quarter of every year. The Company has the option of performing a qualitative assessment to determine whether further impairment testing is necessary before performing the quantitative assessment. If as a result of the qualitative assessment, it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, a quantitative impairment test will be required. The quantitative goodwill impairment test requires management to estimate and compare the fair value of the reporting unit with its carrying value. If the fair value of the reporting unit exceeds the carrying value of the net assets, goodwill is not impaired. If the fair value of the reporting unit is less than the carrying value, the difference is recorded as an impairment loss up to the amount of goodwill. Intangible assets with a finite useful life are recorded at cost, net of accumulated amortization and are amortized on a straight-line basis over their estimated useful lives as follows: Customer Relationships 8 years Developed Technology 15 years Software 3 years Trade Name 2 years The Company reviews other long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or an asset group may not be recoverable. In evaluating long-lived assets for recoverability, the Company estimates the future cash flows that are expected from the use of each asset group. Impairment losses are measured and recorded for the excess of an asset's carrying value over its fair value. To determine the fair value of long-lived assets, the Company utilizes the valuation technique or techniques deemed most appropriate based on the nature of the asset or asset group, which may include the use of quoted market prices, prices for similar assets or other valuation techniques such as discounted future cash flows or earnings. Foreign currency The Company translates assets and liabilities of its foreign subsidiaries at rates in effect at the end of the reporting period. Revenues and expenses are translated at average rates in effect during the reporting period. Translation adjustments are included in accumulated other comprehensive income (loss). Product Warranties The Company offers a one-year Segment Information The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company provides a suite of purpose-built handheld and desktop mass spectrometry devices for use in a broad array of markets. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the Company’s chief operating decision maker, or decision-making group, in deciding how to allocate resources and assess performance. The Company has determined that its chief operating decision maker is its Chief Executive Officer. See Note 18, Segment Reporting and Geographic Data Revenue Recognition The Company recognizes revenue from sales to customers under ASC 606, Revenue from Contracts with Customers For a contract with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation on a relative standalone selling price basis using the Company’s best estimate of the standalone selling price of each distinct product or service in the contract. The primary method used to estimate standalone selling price is the price observed in standalone sales to customers; however, when prices in standalone sales are not available the Company may use third party pricing for similar products or services or estimate the standalone selling price, which is set by management. Allocation of the transaction price is determined at the contract’s inception and is not updated to reflect changes between contract inception and when the performance obligations are satisfied. Product and Service Revenue The Company derives product and service revenue primarily from the sale of handheld and desktop products and related consumables and services. Revenue is recognized when control of the promised products, consumables or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products, consumables or services (the transaction price). A performance obligation is a promise in a contract to transfer a distinct product or service to a customer and is the unit of accounting under ASC 606. For devices and consumables sold by the Company, control transfers to the customer at a point in time. To indicate the transfer of control, the Company must have a present right to payment, legal title must have passed to the customer, the customer must have the significant risks and rewards of ownership, and where acceptance is other than perfunctory, the customer must have accepted the product or service. The Company’s principal terms of sale are freight on board (“FOB”) shipping point, or equivalent, and, as such, the Company primarily transfers control and records revenue for product sales upon shipment. Sales arrangements with delivery terms that are not FOB shipping point are not recognized upon shipment and the transfer of control for revenue recognition is evaluated based on the associated shipping terms and customer obligations. If a performance obligation to the customer with respect to a sales transaction remains to be fulfilled following shipment (typically installation or acceptance by the customer), revenue recognition for that performance obligation is deferred until such commitments have been fulfilled. For extended warranty and support, control transfers to the customer over the term of the arrangement. Revenue for extended warranty and support is recognized based upon the period of time elapsed under the arrangement as this period represents the transfer of benefits or services under the agreement. The Company recognizes a receivable at the point in time at which it has an unconditional right to payment. Such receivables are not contract assets. Payment terms for customer orders, including for each of the Company’s primary performance obligations, are typically 30 to 90 days after the shipment or delivery of the product, and such payments typically do not include payments that are variable, dependent on specified factors or events. In limited circumstances, there exists a right of return for product if agreed to by the Company. Revenue is only recognized for those goods that are not expected to be returned such that it is probable that there will not be a significant reversal of cumulative revenue. Service arrangements commonly call for payments in advance of performing the work (e.g., extended warranty/service contracts), upon completion of the service or a mix of both. The Company does not enter into significant financing agreements or other forms of variable consideration. Contract assets arise from unbilled amounts in customer arrangements when revenue recognized exceeds the amount billed to the customer and the Company’s right to payment is not only subject to the passage of time. The Company had no contract assets related to product or service revenue as of December 31, 2023 or 2022. Contract liabilities represent the Company’s obligation to transfer goods or services to a customer for which it has received consideration (or the amount is due) from the customer. The Company has determined that its only contract liability related to product and service revenue is deferred revenue, which consists of amounts that have been invoiced but that have not been recognized as revenue. Amounts expected to be recognized as revenue within 12 months of the balance sheet date are classified as current deferred revenue and amounts expected to be recognized as revenue beyond 12 months of the balance sheet date are classified as noncurrent deferred revenue. The following is a summary of the activity of the Company’s deferred revenue related to product and service revenue (in thousands): Year Ended December 31, 2023 2022 Balances at beginning of period $ 16,510 $ 14,521 Recognition of revenue included in balance at beginning of the period (7,575) (4,502) Other adjustments — (10) Revenue deferred during the period, net of revenue recognized 10,265 6,501 Balances at end of period $ 19,200 $ 16,510 The amount of deferred revenue equals the transaction price allocated to unfulfilled performance obligations for the period presented. Such deferred revenue amounts related to product and service revenue are expected to be recognized in the future as follows (in thousands): December 31, December 31, 2023 2022 Deferred revenue expected to be recognized in: One year or less $ 10,629 $ 7,514 One to two years 5,080 4,750 Three years and beyond 3,491 4,246 $ 19,200 $ 16,510 Contract Revenue The Company generates revenue from short and long-term contracts associated with the design and development and delivery of detection devices or related design and support services. To date, these contracts are primarily with the U.S. government or commercial entities contracting with the U.S. government, but the Company has also had such contracts with commercial partners. The Company’s contracts with the U.S. government typically are subject to the Federal Acquisition Regulation (“FAR”) and are priced based on estimated or actual costs of producing goods or providing services. The FAR provides guidance on the types of costs that are allowable in establishing prices for goods or services provided under U.S. government contracts. The pricing for non-U.S. government contracts is based on the specific negotiations with each customer. Under the typical payment terms of U.S. government fixed-price contracts, the customer pays in accordance with the terms of the specific agreement, but generally through progress payments. If these progress payments are made in advance, these payments are recorded as a contract liability, classified as deferred revenue within the accompanying consolidated balance sheet, until the Company provides the underlying services. For U.S. government cost-type contracts, the customer generally pays for actual costs incurred within a short period of time. For contracts with commercial partners, payments are made in accordance with the terms of the specific agreement. For agreements which call for milestone payments, to the extent the Company does not conclude that it is probable that a significant reversal of cumulative revenue will occur, a contract asset is generated until the Company is permitted to bill for costs incurred, which is classified as prepaid expense and other current assets in the accompanying consolidated balance sheet. In some cases, payments received in advance under license agreements are recorded as deferred revenue and recognized over the respective contract term, absent any other performance obligations. Generally, revenue for long-term contracts is recognized based upon the cost-to-cost measure of progress, provided that the Company meets the criteria associated with transferring control of the good or service over time such as not creating an asset with an alternative use and having an enforceable right to payment for completed performance. However, the Company evaluates the proper revenue recognition on a contract by contract basis, as each contract generally contains terms specific to the underlying agreement which result in differing performance obligations and payment terms (cost plus, fixed price agreements among others). For revenue recognized under the cost-to-cost measure of progress basis, the Company continually assesses total costs expected to be incurred and if such costs require adjustment to the measure of progress, the Company records such adjustment as a change in estimate on a cumulative catch-up basis in the period of adjustment. The Company includes the unconstrained amount of consideration in the transaction price. The amount included in the transaction price is constrained to the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, as required under ASC 606, the Company re-evaluates the estimated consideration included in the transaction price and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment. Contract assets arise from unbilled amounts in customer arrangements when revenue recognized exceeds the amount billed to the customer and the Company’s right to payment is not just subject to the passage of time. The Company includes contract assets within prepaid and other current assets in the accompanying consolidated balance sheet. The Company had no contract assets related to contract revenue as of December 31, 2023 and $0.4 million of contract assets related to contract revenue as of December 31, 2022. Contract liabilities represent the Company’s obligation to transfer goods or services to a customer for which it has received consideration (or the amount is due) from the customer. As of December 31, 2023, the Company had no contract liabilities. As of December 31, 2022, the Company had contract liabilities of $2.5 million, which was recognized as product revenue as the Company satisfied its performance obligations under the AVCAD production contract during the year 2023. The Company recognizes deferred revenue by first allocating from the beginning deferred revenue balance to the extent that the beginning deferred revenue balance exceeds the revenue to be recognized. Billings during the period are added to the deferred revenue balance to be recognized in future periods. As of December 31, 2023, the Company held no wholly- or partially-unsatisfied performance obligations related to contract agreements entered prior to period end. Distribution Channels A majority of the Company’s revenue is generated by sales in conjunction with its channel partners, such as its international channel partners and, in the United States, for end customers where a government contract is required or a customer has a pre-existing relationship. When the Company transacts with a channel partner, its contractual arrangement is with the partner and not with the end-use customer. Whether the Company transacts business with and receives the order from a channel partner or directly from an end-use customer, its revenue recognition policy and resulting pattern of revenue recognition for the order are the same. Disaggregated Revenue The Company’s product and service revenue consists of sales of devices and recurring revenue which includes consumables, accessories and the sale of service and extended warranty plans. The following table presents the Company’s revenue by revenue stream (in thousands): Year Ended December 31, 2023 2022 Product and service revenue: Device sales revenue $ 33,379 $ 28,757 Recurring revenue 16,480 15,718 Total product and service revenue 49,859 44,475 Contract revenue 370 2,377 Total revenue $ 50,229 $ 46,852 The following table presents the Company’s product and service revenue by device type (in thousands): Year Ended December 31, 2023 2022 Handheld revenue: Device sales revenue $ 27,859 $ 19,829 Recurring revenue 10,011 9,707 Total handheld revenue 37,870 29,536 Desktop revenue: Device sales revenue 5,520 8,926 Recurring revenue 6,469 6,013 Total desktop revenue 11,989 14,939 Total product and service revenue $ 49,859 $ 44,475 Revenue based on the end-user entity type for the Company’s product and service revenue are presented below (in thousands): Year Ended December 31, 2023 2022 Government $ 37,862 $ 29,964 Pharmaceutical/Biotechnology 11,340 14,241 Academia and other 657 270 Total product and service revenue $ 49,859 $ 44,475 The following table disaggregates the Company’s revenue from contracts with customers by geography, which are determined based on the customer location (in thousands): Year Ended December 31, 2023 2022 United States $ 38,173 $ 37,594 Europe, Middle East and Africa 9,378 6,295 Asia Pacific 1,825 2,887 Americas other 853 76 $ 50,229 $ 46,852 International sales are comprised of product and service revenue, with all contract revenue being attributable to North America. Shipping and Handling Fees and Costs Shipping and handling fees billed to customers for product shipments are recorded in product and service revenue in the accompanying consolidated statements of operations and comprehensive loss. Shipping and handling costs incurred for inventory purchases and product shipments are recorded in cost of revenue in the accompanying consolidated statements of operations and comprehensive loss. Cost of Revenue Product cost of revenue primarily consists of costs for raw material parts and associated freight, shipping and handling costs, royalties, contract manufacturer costs, salaries and other personnel costs, overhead and other direct costs related to those sales recognized as product revenue in the period. Cost of revenue for services primarily consists of salaries and other personnel costs, travel related to services provided, facility costs associated with training, warranties and other costs of servicing equipment on a return-to-factory basis and at customer sites. License and contract cost of revenue primarily consists of salaries and other personnel costs, materials, travel and other direct costs related to those revenue recognized as license and contract in the period. Research and Development Expenses Research and development expenses consist primarily of employee-related expenses incurred for research activities, product development, hardware and software engineering, consultant services and other costs associated with the Company’s technology platform and products, research materials and facilities, depreciation and maintenance expense. Advertising Expense The Company expenses costs of advertising as incurred. Advertising costs remained at $1.8 million during the years ended December 31, 2023 and 2022, respectively. Patent Costs All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses. Stock-Based Compensation The Company measures stock-based option awards granted to employees, consultants and directors based on their fair value on the date of grant using the Black-Scholes option-pricing model. The fair |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements | |
Fair Value Measurements | 3. Fair Value Measurements The following tables present the Company’s fair value hierarchy for its assets and liabilities that are measured at fair value on a recurring basis (in thousands): Fair Value Measurements at December 31, 2023 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents - Money market funds $ 94,165 $ — $ — $ 94,165 Cash equivalents - U.S. Treasury securities — 4,964 — 4,964 Marketable securities - U.S. Treasury securities due in 3 - 6 months — 24,641 — 24,641 Total assets measured at fair value $ 94,165 $ 29,605 $ — $ 123,770 Other current liabilities: Acquisition-related contingent consideration $ — $ — $ 500 $ 500 Total liabilities measured at fair value $ — $ — $ 500 $ 500 Fair Value Measurements at December 31, 2022 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents - Money market funds $ 27,866 $ — $ — $ 27,866 $ 27,866 $ — $ — $ 27,866 Other current liabilities: Acquisition-related contingent consideration $ — $ — $ 343 $ 343 Acquisition-related contingent consideration - pension liability — — 900 900 — — 1,243 1,243 Other long-term liabilities: Acquisition-related contingent consideration — — 555 555 Total liabilities measured at fair value $ — $ — $ 1,798 $ 1,798 Money Market Funds Money market funds were valued by the Company based on quoted market prices, which represent a Level 1 measurement within the fair value hierarchy. There were no transfers between Level 1, Level 2 or Level 3 during the years ended December 31, 2023 or 2022. Marketable Securities U.S. treasury securities were valued by the Company using quoted prices in active markets for similar securities, which represent a Level 2 measurement within the fair value hierarchy. Contingent Consideration Acquisition-related contingent consideration is measured and reported at fair value using the Monte Carlo simulation method or probability weighted scenario based on the unobservable inputs, which are significant to the fair value and classified within Level 3 of the fair value hierarchy. The amount is contingent based on the acquired business’ performance for the milestones ranging from the date of acquisition to June 30, 2024. The unobservable inputs used in the fair value measurements include the probabilities of successful achievement of certain technological integration targets, forecasted results or targets, volatility, and discount rates. The sellers achieved During the fourth quarter of 2023, the probability weighted fair value of the future earnout was determined to be zero. Accordingly, the accumulated accretion under the last milestone and the relative contingent consideration have been reduced to zero. The following table provides a roll-forward of the fair value of the Company’s contingent consideration, for which fair value is determined using Level 3 inputs (in thousands): Balance as of December 31, 2022 $ 1,798 Accretion - earnout 356 Deduction - earnout (249) Contingent consideration payment (1,405) Balance as of December 31, 2023 $ 500 In April 2023, the Company received notice that the pension obligation had been transferred and no longer in Trace Analytics GmbH’s name and therefore t Please refer to Note 18, Acquisition |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2023 | |
Marketable Securities | |
Marketable Securities | 4. Marketable Securities Marketable securities by security type consisted of the following (in thousands): December 31, 2023 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Credit Losses Fair Value Marketable securities - U.S. Treasury securities $ 24,628 $ 13 $ — $ — $ 24,641 The Company purchased a total of approximately $48.9 million of U.S. treasury securities during the year ended December 31, 2023. The U.S. treasury securities that matured were approximately $24.5 million and none were sold before maturity. Interest earned on sales of marketable securities is $0.8 million for the year ended December 31, 2023. The Company did not have marketable securities as of December 31, 2022. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2023 | |
Inventory | |
Inventory | 5. Inventory Inventory consisted of the following (in thousands): December 31, 2023 2022 Raw materials $ 11,294 $ 8,343 Work-in-progress 1,717 2,722 Finished goods 1,927 1,448 $ 14,938 $ 12,513 During the years ended December 31, 2023 and 2022, the Company made non-cash transfers of demonstration equipment from inventory to property and equipment of $1.0 million and $0.9 million, respectively. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, net | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets, net | |
Goodwill and Intangible Assets, net | 6. Goodwill and Intangible Assets, net Goodwill As of December 31, 2023, the carrying amount of goodwill was $10.4 million. The following is a rollforward of the Company’s goodwill balance (in thousands): Year Ended December 31, 2023 Balances at beginning of period $ 10,050 Foreign currency impact 317 Balances at end of period $ 10,367 The Company performed its annual impairment evaluation using both a quantitative and qualitative approach at November 1, 2023, and concluded it was more likely than not that goodwill has not been impaired. Based on the fair values of the Company’s reporting unit was greater than its carrying amount and, therefore, no impairment was required. No further triggering events were identified subsequent to our annual impairment evaluation. The Company has not recorded any cumulative impairments of goodwill. Intangible Assets, net Intangible assets, net consists of the following (in thousands): December 31, 2023 Cost Accumulated Amortization Translation adjustments Net Book Value Customer Relationships $ 3,142 $ (580) $ 240 $ 2,802 Developed Technology 4,967 (487) 395 4,875 Software 254 (108) 18 164 Trade Name 61 (45) 3 19 $ 8,424 $ (1,220) $ 656 $ 7,860 December 31, 2022 Cost Accumulated Amortization Translation adjustments Net Book Value Customer Relationships $ 3,142 $ (163) $ 150 $ 3,129 Developed Technology 4,967 (137) 243 5,073 Software 254 (30) 11 235 Trade Name 61 (13) 3 51 $ 8,424 $ (343) $ 407 $ 8,488 Amortization expense for intangible assets was recorded in the following expense categories of its consolidated statements of operations (in thousands): Year Ended December 31, 2023 2022 Product cost of revenue $ 428 $ 167 Selling, general and administrative expenses 449 176 $ 877 $ 343 Estimated future amortization expense for the intangible assets as of December 31, 2023 is as following (in thousands): 2024 $ 860 2025 841 2026 775 2027 765 2028 765 Thereafter 3,854 $ 7,860 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment, Net | |
Property and Equipment, Net | 7. Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): December 31, 2023 2022 Laboratory and demonstration equipment $ 8,267 $ 6,642 Computer equipment and software 202 186 Furniture and fixtures 372 194 Construction in progress 53 757 Leasehold improvements 395 21 9,289 7,800 Less: Accumulated depreciation and amortization (5,947) (4,717) $ 3,342 $ 3,083 Depreciation expense amounted to $1.5 million and $1.3 million in each of the years ended December 31, 2023 and 2022, respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Expenses | |
Accrued Expenses | 8. Accrued Expenses Accrued expenses consisted of the following (in thousands): December 31, December 31, 2023 2022 Accrued employee compensation and benefits $ 5,994 $ 4,909 Accrued warranty 942 1,119 Accrued professional fees 560 677 Contingent consideration 500 1,243 Accrued other 717 899 $ 8,713 $ 8,847 Changes in the Company’s product warranty obligation are as follows (in thousands): Year Ended December 31, 2023 2022 Accrual balance at beginning of period $ 1,119 $ 1,593 Provision for new warranties 1,273 1,396 Settlements and adjustments made during the period (1,450) (1,870) Accrual balance at end of period $ 942 $ 1,119 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2023 | |
Long-Term Debt | |
Long-Term Debt | 9. Long-Term Debt Long-term debt consisted of the following (in thousands): December 31, 2023 2022 Principal amount of long-term debt $ — $ 15,000 Less: Current portion of long-term debt — — Less: Debt discount, net of accretion — — Long-term debt, net of discount and current portion $ — $ 15,000 Loan and Security Agreements 2021 Revolver On March 11, 2021, the Company entered into an Amended and Restated Loan and Security Agreement (the “2021 Revolver”) to replace a Loan and Security Agreement, as amended (the “2019 Loan”). This agreement created a revolving line of credit totaling $25.0 million and eliminated the existing term loan. Borrowings under the revolving line of credit bore interest at an annual rate equal to the greater of (i) one-half percent (0.5%) above the prime rate or (ii) four percent (4.0%) and were scheduled to mature on March 11, 2024. Borrowings were collateralized by substantially all of the Company’s property, excluding intellectual property, which was subject to a negative pledge. The 2021 Revolver subjected the Company to various customary covenants, including requirements as to financial reporting and financial covenants (including an unrestricted minimum cash level of $10.0 million), and restrictions on the Company’s ability to dispose of its business or property, to change its line of business, to liquidate or dissolve, to enter into any change in control transaction, to merge or consolidate with any other entity or to acquire all or substantially all the capital stock or property of another entity, to incur additional indebtedness, to incur liens on the Company’s property, to pay any dividends or make other distributions on capital stock other than dividends payable solely in capital stock, to redeem capital stock, to enter into in-bound licensing agreements, to engage in transactions with affiliates, and to encumber the Company’s intellectual property. Events of default under the 2021 Revolver included failure to make payments when due, insolvency events, failure to comply with covenants or material adverse events with respect to the Company. Upon the occurrence of an event of default and until such event of default was no longer continuing, the annual interest rate would be five percent (5.0%) above the otherwise applicable rate. The terms of the 2021 Revolver required that the existing term loan outstanding under the 2019 Loan be repaid with an advance under the line of credit. Accordingly, on March 11, 2021, the Company used $14.5 million of proceeds from the 2021 Revolver to repay all amounts then due on the existing term loan. The Company accounted for the transaction as a debt extinguishment and recorded a loss on extinguishment of $0.2 million, which was included in interest expense in the consolidated statements of operations and comprehensive loss. On November 2, 2022, the Company satisfied in full all of its outstanding obligations and voluntarily terminated the 2021 Revolver. The Company did not incur any early termination penalties in connection with the termination of the 2021 Revolver. The amount outstanding under the 2021 Revolver was fully repaid in October 2022 and no amounts were outstanding upon termination of the 2021 Revolver. 2022 Loan Revolver On November 2, 2022, the Company entered into a Loan and Security Agreement (the “2022 Revolver”), by and between, the Company, as borrower, and Silicon Valley Bank (“SVB”), a division of First Citizens Bank, as lender. The 2022 Revolver provided for a revolving line of credit of up to $35.0 million. The Company was permitted to make interest-only payments on the revolving line of credit through November 2, 2025, at which time all outstanding indebtedness would be immediately due and payable. The outstanding principal amount of any advance accrued interest at a floating rate per annum equal to the greater of (i) three and one-half percent (3.50%) and (ii) the “prime rate” as published in The Wall Street Journal for the relevant period minus one-half percent (0.50%). The Company’s obligations under the 2022 Revolver were secured by substantially all of the Company’s assets, excluding its intellectual property, which was subject to a negative pledge. The revolving line of credit under the 2022 Revolver was scheduled to terminate on November 2, 2025. The 2022 Revolver also contained certain financial covenants, including a requirement that the amount of unrestricted and unencumbered cash minus advances under the 2022 Revolver, was not less than the amount equal to the greater of (i) $10.0 million or (ii) nine stock or property of another entity, incur additional indebtedness or liens, pay dividends or make other distributions on capital stock, redeem the Company’s capital stock, engage in transactions with affiliates or otherwise encumber the Company’s intellectual property, in each case, subject to customary exceptions. As of December 31, 2022, the outstanding principal balance under the 2022 Revolver was $15.0 million, which was repaid in full on January 4, 2023. The interest rate applicable to borrowing under the 2022 Revolver was 7.0% as of December 31, 2022. On March 10, 2023, SVB, one of our financial institutions, was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. On March 12, 2023, the U.S. Department of the Treasury, Federal Reserve Board, and FDIC released a joint statement announcing that the FDIC would complete its resolution of SVB in a manner that fully protected all depositors and that depositors would have access to all of their money starting March 13, 2023. As of March 31, 2023, the Company had transferred substantially all its cash and cash equivalents away from SVB and deposited the funds with new financial institutions. As a result of the transfer of the Company’s cash, cash equivalents and marketable securities, the Company was in default of its financial covenants under the 2022 Revolver. The Company recorded a loss on extinguishment of debt of $0.5 million in the three months ended March 31, 2023, which was included in interest expense in the condensed consolidated statements of operations. On August 4, 2023, the Company entered into a Default Waiver and First Amendment to Loan and Security Agreement (the “Amended 2022 Revolver”), by and between, the Company, as borrower, and SVB, as lender. The Amended 2022 Revolver provides for a revolving line of credit of up to $10.0 million. The Company is permitted to make interest-only payments on the revolving line of credit through November 3, 2025, at which time all outstanding indebtedness shall be immediately due and payable. The outstanding principal amount of any advance shall accrue interest at a floating rate per annum equal to the greater of (i) four and one-half percent (4.50%) and (ii) the “prime rate” as published in The Wall Street Journal for the relevant period minus one-half percent (0.50%). The Company’s obligations under the Amended 2022 Revolver are secured by substantially all of the Company’s assets, excluding its intellectual property, which is subject to a negative pledge. The revolving line of credit under the Amended 2022 Revolver terminates on November 3, 2025. Pursuant to the Amended 2022 Revolver, SVB waived filing any legal action or instituting or enforcing any rights and remedies it may have had against the Company in connection with the Company’s failing to maintain all of its operating accounts, depository accounts and excess cash with SVB, as previously required prior to the effectiveness of the Amended 2022 Revolver. The Company recorded a credit of $0.3 million during the three months ended September 30, 2023 related to the previously recorded early termination penalties. The Amended 2022 Revolver also contains certain financial covenants, including a requirement that the Company maintain $20.0 million on account at or through SVB and the amount of unrestricted and unencumbered cash minus advances under the Amended 2022 Revolver is not less than the amount equal to the greater of (i) $10.0 million or (ii) nine 9 ) months of cash burn. The Amended 2022 Revolver contains customary representations and warranties, as well as certain non-financial covenants, including limitations on, among other things, the Company’s ability to change the principal nature of its business, dispose of the Company’s business or property, engage in any change of control transaction, merge or consolidate with any other entity or to acquire all or substantially all the capital stock or property of another entity, incur additional indebtedness or liens, pay dividends or make other distributions on capital stock, redeem the Company’s capital stock, engage in transactions with affiliates or otherwise encumber the Company’s intellectual property, in each case, subject to customary exceptions. |
Post-Retirement Benefit Obligat
Post-Retirement Benefit Obligations | 12 Months Ended |
Dec. 31, 2023 | |
Post-Retirement Benefit Obligations | |
Post-Retirement Benefit Obligations | 10. Post-Retirement Benefit Obligations Defined Benefit Plan he Company received notice that the pension obligation had been transferred and no longer in 908 Devices GmbH’s name and therefore t The Company did not contribute to the plan in the year ended December 31, 2023 or 2022. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Warrants | |
Warrants | 11. Warrants As of December 31, 2023 and 2022, the Company had outstanding warrants for the purchase of 92,703 shares of common stock at an exercise price of $9.17 per share, of which warrants for the purchase of 49,078 shares and 43,625 shares expire in 2027 and 2028, respectively. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity | |
Equity | 12. Equity Preferred Stock On December 22, 2020, the Company filed a restated certificate of incorporation in the State of Delaware, which, among other things, restated the number of shares of all classes of stock that the Company has authority to issue to 105,000,000 shares, consisting of (i) 100,000,000 shares of common stock, $0.001 par value per share, and (ii) 5,000,000 shares of preferred stock, $0.001 par value per share. The preferred stock will have such rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, as shall be determined by the Company’s board of directors upon issuance. The shares of preferred stock are currently undesignated. Common Stock Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are not entitled to receive dividends, unless declared by the board of directors. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Stock-Based Compensation | |
Stock-Based Compensation | 13. Stock-Based Compensation 2012 Stock Option and Grant Plan The Company’s 2012 Stock Option and Grant Plan (the “2012 Plan”) provided for the Company to sell or issue incentive stock options or nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards to employees, directors, and non-employee consultants of the Company. The 2012 Plan was administered by the board of directors or, at the discretion of the board of directors, by a committee of the board of directors. The exercise prices, vesting and other restrictions were determined at the discretion of the board of directors, or its committee if so delegated. Following the effectiveness of the Company’s 2020 Stock Option and Incentive Plan (the “2020 Plan”) in December 2020, no future awards will be made under the 2012 Plan. Additionally, shares underlying awards under the 2012 Plan that expire or are terminated, surrendered, or canceled without the delivery of shares will be available for future awards under the 2020 Plan. 2020 Stock Option and Incentive Plan On November 23, 2020, the Company’s board of directors adopted, and on December 11, 2020, the Company’s stockholders approved the 2020 Stock Option and Incentive Plan (the “2020 Stock Plan”), which became effective on December 17, 2020. The 2020 Stock Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, unrestricted stock units, dividend equivalent rights and cash-based awards to employees, directors and consultants of the Company. The total number of shares of common stock that may be issued under the 2020 Plan is 1,843,771 shares plus the number of shares underlying awards under the 2012 Plan that expire or are terminated, surrendered, or cancelled without the delivery of shares, are forfeited to or repurchased or otherwise become available again for grant under the 2012 Plan. As of December 31, 2023, 1,506,580 shares remained available for future issuance under the 2020 Plan. The 2020 Plan provides that the number of shares reserved and available for issuance under the 2020 Plan will automatically increase on each January 1 by 4% of the outstanding number of shares of our common stock on the immediately preceding December 31 or such lesser number of shares as determined by the administrator of the 2020 Stock Plan. On January 1, 2024, the number of shares reserved and available for issuance under the 2020 Plan automatically increased by 1,300,761 shares. In March 2023, the compensation committee of the Company’s board of directors granted an aggregate of 53,794 performance-based restricted stock units, (“PSUs”) under the 2020 Stock Option and Incentive Plan to the Company’s chief executive officer. Each PSU is equivalent in value to one share of the Company’s common stock. The maximum payout percentage for all PSUs granted by the Company is 100%. The vesting of the shares underlying the PSUs is subject to the achievement of stock price levels pre-established by the compensation committee at the grant date. The PSUs are subject to the market and service conditions and valued using the Monte Carlo simulation model, which requires certain assumptions, including the risk-free interest rate, expected volatility, and the estimated dividend yield. The risk-free interest rate used in the Monte Carlo simulation model is based on zero-coupon yields implied by U.S. treasury issues with remaining terms similar to the performance period on the PSUs. The performance period of the PSUs represents the period of time between the PSU grant date and the end of the performance period. Expected volatility is based on historical data of the peers and certain indices over the most recent time period equal to the performance period. 2020 Employee Stock Purchase Plan On November 23, 2020, the Company’s board of directors adopted, and on December 11, 2020, the Company’s stockholders approved the 2020 Employee Stock Purchase Plan (the “2020 ESPP”), which became effective on December 17, 2020. The 2020 ESPP provides that the number of shares reserved and available for issuance will automatically increase on each January 1 thereafter through January 1, 2030, by the least of (i) 307,295 shares of our common stock, (ii) 1% of the outstanding number of shares of common stock on the immediately preceding December 31, or (iii) such lesser number of shares of common stock as determined by the administrator of the 2020 ESPP. As of December 31, 2023, 772,487 shares remained available for issuance under the 2020 ESPP. During the year ended December 31, 2023 and 2022, the Company issued 93,644 shares and 56,486 shares, respectively, under the 2020 ESPP plan. On January 1, 2024, the number of shares reserved and available for issuance under the 2020 ESPP did not increase pursuant to the determination of the administrator of the 2020 ESPP. Stock Option Valuation The fair value of stock option grants and stock-based compensation associated with the 2020 ESPP is estimated using the Black-Scholes option-pricing model. For stock options valued, the Company estimated its expected stock volatility based on the historical volatility of a publicly traded set of peer companies due to limited company-specific historical and implied volatility information. For stock-based compensation associated with the 2020 ESPP, the Company estimated its expected stock volatility based on the volatility of its own traded stock price. For options with service-based vesting conditions, the expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. treasury yield curve in effect at the time of grant of the award for time periods equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted: Year Ended December 31, 2023 2022 Risk-free interest rate 4.1 % 2.7 % Expected volatility 69 % 67 % Expected dividend yield — — Expected term (in years) 6 6 The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of 2020 ESPP granted: Year Ended December 31, 2023 2022 Risk-free interest rate 5.3 % 3.2 % Expected volatility 82 % 90 % Expected dividend yield — — Expected term (in years) 0.5 0.5 The following table summarizes the Company’s option activity for the fiscal year ended December 31, 2023: Weighted Average Weighted Aggregate Number Exercise Contractual Intrinsic of Shares Price Term Value (in years) (in thousands) Outstanding at beginning of period 2,471,365 $ 5.78 6.7 $ 10,311 Granted 411,512 8.80 Exercised (264,971) 1.63 Forfeited (190,489) 10.93 Outstanding at end of period 2,427,417 $ 6.34 6.4 $ 14,917 Vested and expected to vest at end of period $ 6.30 6.4 $ 14,855 Exercisable at end of period $ 5.07 5.6 $ 12,768 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2023 and 2022 was $1.7 million and $10.3 million, respectively. As of December 31, 2023, total unrecognized compensation cost related to unvested stock options was $3.4 million, which is expected to be recognized over a weighted average period of 2.1 years. The weighted average grant-date fair value of stock options granted during the years ended December 31, 2023 and 2022 was $5.77 per share and $9.61 per share, respectively. The following table summarizes the Company’s restricted stock units activity for the fiscal year ended December 31, 2023: Weighted Average Number Grant Date of Shares Fair Value Outstanding at beginning of period 1,059,529 $ 17.38 Granted 1,221,725 8.69 Vested and released (299,845) 17.58 Forfeited (140,728) 14.82 Unvested at end of period 1,840,681 $ 11.77 The weighted average grant date fair value for RSUs granted for the years ended December 31, 2023 and 2022 was $8.69 and $15.21, respectively. The aggregate intrinsic value of the RSUs vested and released for the years ended December 31, 2023 and 2022 was $2.5 million and $0.9 million, respectively. The remaining unrecognized compensation expense for outstanding restricted stock units as of December 31, 2023 was $15.4 million and the weighted-average period over which this cost is expected to be recognized is 2.6 years. The weighted average grant date fair value for PSUs granted in March 2023 was $3.99. No PSUs were vested during the year ended December 31, 2023. The remaining unrecognized compensation expense for outstanding PSUs as of December 31, 2023 was $0.1 million and the weighted-average period over which this cost is expected to be recognized is 2.1 years. Stock-Based Compensation The Company recorded stock-based compensation expense in the following expense categories of its consolidated statements of operations and comprehensive loss (in thousands): Year Ended December 31, 2023 2022 Cost of revenue $ 577 $ 286 Research and development expenses 2,691 1,659 Selling, general and administrative expenses 6,519 5,262 $ 9,787 $ 7,207 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Leases | 14. Leases The Company has operating leases for real estate. Lease expiration dates range between 2025 and 2030. The Company has leases for office space and certain equipment. All of the leases recorded on the consolidated balance sheets as ROU assets are operating leases. The Company’s leases have remaining lease terms ranging from less than one year to approximately seven years. Some of the leases include options to extend the lease for up to two years and these options were not included for the purpose of determining the right-of-use assets and associated lease liabilities as the Company determined that the renewal of these leases is not reasonably certain. The leases do not include any restrictions or covenants that had to be accounted for under the lease guidance. On January 2, 2018, the Company entered a new operating lease in Boston, Massachusetts (the “Lease”), for 37,500 rentable square feet of office space and is considered the Company’s corporate headquarters. A security deposit of $0.5 million was paid to the property owner and the Company issued a warrant to purchase 43,625 shares of Series D preferred stock at a purchase price of $5.6351 per share. The initial fair value of the warrants of $0.3 million was recorded as additional rent payments, increasing the value of the ROU asset and preferred stock warrant liability. The initial term of the lease is through October 2025. The annualized base rent will increase by 2.5% annually on the anniversary of the commencement date. The Company is obligated to pay its portion of real estate taxes and costs related to the premise, including costs of operations, maintenance, repair, replacement and management of the new leased premises. The Company had a facility lease in North Carolina for approximately 2,000 square feet that had an expiration date of November 2020 then extended until June 2023. In July 2022, the Company entered into a new operating lease agreement in Morrisville, North Carolina (the “New NC Lease”), to expand the Company’s research and development activities focused on its desktop offerings and enable the ability to standup an additional manufacturing site for the Company. The New NC Lease is for approximately 13,300 rentable square feet and is for a term of 88 months with total lease costs of approximately $4.0 million. The New NC Lease commenced in March 2023. In October 2022, 908 Devices GmbH entered into a new operating lease agreement in Braunschweig, Germany, as its existing lease was expiring and to increase the existing manufacturing site and set up European base of operations for the Company. The lease in Braunschweig is for approximately 7,500 rentable square feet and commenced in January 2023. The lease in Braunschweig is for a term of 60 months with total lease costs of approximately $0.4 million. The components of lease expense under ASC 842 were as follows (in thousands): Year Ended December 31, 2023 2022 Operating lease cost $ 2,176 $ 2,337 Short-term lease cost 70 43 Variable lease cost 133 9 $ 2,379 $ 2,389 Supplemental disclosure of cash flow information related to leases was as follows (in thousands): Year Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of operating lease liabilities $ 2,118 $ 1,800 Operating lease liabilities arising from obtaining right-of-use assets $ 3,017 $ — The weighted-average remaining lease term and discount rate were as follows: December 31, December 31, 2023 2022 Weighted-average remaining lease term - operating leases (in years) 3.96 2.75 Weighted-average discount rate - operating leases 8.4 % 9.5 % The interest rate implicit in lease contracts is typically not readily determinable and as such, the Company uses its incremental borrowing rate based on information available at the lease commencement date, which represents an internally developed rate that would be incurred to borrow, on a collateralized basis, over a similar term, an amount equal to the lease payments in a similar economic environment. Future annual minimum lease payments under operating leases as of December 31, 2023 are as follows (in thousands): 2024 $ 2,432 2025 2,002 2026 581 2027 595 2028 509 Thereafter 838 Total future minimum lease payments 6,957 Less: imputed interest (1,012) Total operating lease liabilities $ 5,945 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | 15. Commitments and Contingencies Operating Leases The Company’s commitments under its leases are described in Note 14. Royalty Arrangements The Company has entered into royalty arrangements with two parties whereby the Company owes low- to mid-single digit royalty percentages related to revenue that is derived pursuant to in-licensed technologies. Royalty obligations are expensed when incurred or over the minimum royalty periods and have not been material. In October 2023, the Company notified one of the parties and terminated the license arrangement as of December 31, 2023. The Company will no longer incur minimum royalty payments of $0.1 million per year. 401(k) Savings Plan The Company has a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code. This plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. Company contributions to the plan may be made at the discretion of the board of directors. The Company made contributions of $0.5 million and $0.5 million for the year ended December 31, 2023 and 2022, respectively. Contingent Consideration – Earnout and Pension Liability The Company agreed to pay three milestone based earnouts under the Trace purchase agreement for the total potential payout of $2.0 million. Milestones are based on target revenues, and technical integration of 908 Devices GmbH (formerly Trace Analytics) systems and knowledge, and range from the closing date of August 3, 2022 to June 30, 2024. In addition, the Company withheld $0.9 million of consideration. During 2023, the Company received notice that the pension obligation had been transferred and was no longer in Trace’s name and therefore the Company released the $0.9 million assignment of the pension liability. The Trace acquisition consideration withheld in respect of the pension plan was paid out to the sellers in April 2023 During the fourth quarter of 2023, the probability weighted fair value of the future earnout was determined to be zero. Accordingly, the accumulated accretion under the last milestone and the relative contingent consideration have been reduced to zero. See Note 3, Fair Value Measurements Indemnification Agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with its executive officers and members of its board of directors that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or services as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not currently aware of any indemnification claims and had not accrued any liabilities related to such obligations in its consolidated financial statements as of December 31, 2023 and 2022. Legal Proceedings The Company is not currently party to any material legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to such legal proceedings. |
Net Loss
Net Loss | 12 Months Ended |
Dec. 31, 2023 | |
Net loss | |
Net Loss | 16. Net Loss The Company’s basic and diluted net loss per share was $1.13 and $1.07 for the years ended December 31, 2023 2022 The Company’s potential dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: December 31, 2023 2022 Warrants to purchase common stock 92,703 92,703 Options to purchase common stock 2,427,417 2,471,365 Performance stock units 53,794 — Restricted stock units 1,840,681 1,059,529 4,414,595 3,623,597 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes | |
Income Taxes | 17. Income Taxes During the years ended December 31, 2023 and 2022, the Company recognized an income tax benefit of $0.2 million and $0, respectively. The income tax benefit recognized during the year ended December 31, 2023 primarily resulted from a reduction in the deferred tax liabilities recorded as part of our acquisition of 908 Devices GmbH. During the years ended December 31, 2023 and 2022, the Company did not record income tax benefits for the net operating losses incurred or for the research and development tax credits generated in each year, due to its uncertainty of realizing a benefit from those items. A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows: Year Ended December 31, 2023 2022 Federal statutory income tax rate (21.0) % (21.0) % State income taxes, net of federal benefit (3.2) (4.7) Federal and state research and development tax credits (5.0) (5.1) Nondeductible items 3.1 (1.7) Change in valuation allowance 25.5 32.5 Effective income tax rate (0.6) % 0.0 % Net deferred tax liabilities consisted of the following (in thousands): December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 27,221 $ 23,210 Research and development tax credit carryforwards 10,557 8,722 Lease liability 1,362 1,139 Deferred Revenue 2,527 3,268 Accrued expenses and other 5,421 4,314 Capitalization under Section 174(a) 7,172 3,857 Total deferred tax assets 54,260 44,510 Deferred tax liabilities: Right-of-use asset (1,394) (1,000) Intangible assets (2,482) (2,671) Total deferred tax liabilities (3,876) (3,671) Valuation allowance (52,825) (43,510) Net deferred tax liabilities $ (2,441) $ (2,671) As of December 31, 2023, the Company had gross federal and state operating loss carryforwards of $108.2 million and $77.4 million, respectively, which may be available to offset future taxable income and begin to expire in 2032 and 2025, respectively, of which $73.8 million of federal gross operating losses do not expire. As of December 31, 2023, the Company also had U.S. federal and state research and development tax credit carryforwards of $7.2 million and $4.1 million, respectively, which may be available to offset future tax liabilities and begin to expire in 2032 and 2030, respectively. Utilization of the U.S. federal and state net operating loss carryforwards and research and development tax credit carryforwards may be subject to a substantial annual limitation under Sections 382 and 383 of the Internal Revenue Code of 1986, and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of carryforwards that can be utilized annually to offset future taxable income or tax liabilities. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain stockholders or public groups in the stock of a corporation by more than 50% over a three-year period. The Company conducted a study to assess whether a change of control has occurred or whether there have been multiple changes of control since inception through March 1, 2022 and has determined that t wo historic ownership changes have occurred . The Company has not conducted a study to document qualified activities for research and development tax credits generated. Such a study may result in an adjustment to the Company’s research and development tax credit carryforwards; however, until a study is completed, and any adjustment is known, no amounts are being presented as an uncertain tax position The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets. Management has considered the Company’s history of cumulative net operating losses incurred since inception and has concluded that it is more likely than not that the Company will not realize the benefits of the deferred tax assets. Accordingly, as of December 31, 2023 and 2022, a full valuation allowance has been established against the net deferred tax assets, except for deferred tax liabilities recorded under our foreign jurisdiction, which amounted to $2.4 million and $2.7 million as of December 31, 2023 and 2022, respectively. Changes in the valuation allowance for deferred tax assets related primarily to the increase in net operating loss carryforwards and research and development tax credit carryforwards and were as follows (in thousands): Year Ended December 31, 2023 2022 Valuation allowance as of beginning of year $ 43,510 $ 32,631 Increases recorded to income tax provision 9,315 10,879 Valuation allowance as of end of year $ 52,825 $ 43,510 As of December 31, 2023 and 2022, the Company had not recorded any amounts for unrecognized tax benefits. The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision. As of December 31, 2023 and 2022, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts had been recognized in the Company’s consolidated statements of operations. The Company files income tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. The Company is open to future tax examination under statute from 2020 to the present; however, carryforward attributes that were generated prior to 2020 may still be adjusted upon examination by federal, state, or local tax authorities if they either have been or will be used in a future period. The Company has not received notice of examination by any other jurisdictions for any other tax year open under statute. |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2023 | |
Acquisition | |
Acquisition | 18. Acquisition On August 3, 2022, the Company entered into a share purchase and transfer agreement and completed its acquisition of 100% of the registered share capital of 908 Devices GmbH, for total purchase price consideration of $17.3 million, comprised of (i) a $14.4 million initial cash payment, (ii) up to $2.0 million contingent cash consideration upon achievement of certain milestones over a twenty four month period and (iii) $0.9 million contingent pension liability holdback to be released upon discharging or transferring of such liability from 908 Devices GmbH. 908 Devices GmbH is a leading provider of online analysis systems for biotech applications in research, development, and production. 908 Devices GmbH’s products are used for monitoring and controlling of complex processes in industrial pharmaceutical productions under continuous measurement conditions. The Company expects to integrate acquired sampling technology within future product offerings. The Company has accounted for the acquisition of Trace as a purchase of a business under U.S. GAAP. Under the acquisition method of accounting, the assets acquired and liabilities assumed from Trace have been recorded as of the acquisition date, at their respective fair values, and consolidated with those of the Company. The Company has allocated the purchase price to the net tangible and intangible assets based on their fair values as of August 3, 2022. The following table presents the allocation of the acquisition date purchase consideration for the transaction including the contingent consideration and the allocation of the purchase consideration (in thousands): Consideration Transferred: Cash paid $ 14,400 Net cash and working capital adjustment 113 Contingent consideration - pension liability 900 Contingent consideration - earnout 737 Total consideration transferred $ 16,150 Assets acquired and liabilities assumed: Cash and cash equivalents $ 638 Accounts receivable 168 Inventory 364 Prepaid expenses and other current assets 11 Property and equipment, net 32 Intangible assets Customer Relationships 3,142 Developed Technology 4,967 Software 254 Trade Name 61 Goodwill 9,566 Indemnification assets 917 Pension liability (917) Accounts payable, accrued expenses and other current liabilities (306) Deferred tax liability, net (2,672) Other liabilities (75) Total $ 16,150 The excess of the purchase price over the fair value of the acquired businesses' net assets represents cost and revenue synergies specific to the companies, and has been allocated to goodwill, which is not tax deductible. Intangible assets acquired have finite life and are amortized per our accounting policy. See Note 2 for the amortization periods. Revenue and net loss related to 908 Devices GmbH’s operations was $0.8 million and $0.1 million, respectively, for the year ended December 31, 2022 and is included in the Company’s consolidated statements of operations. The following unaudited pro forma information presents the consolidated results of operations of the Company and 908 Devices GmbH for the year ended December 31, 2022 as if the acquisition of 908 Devices GmbH had been completed on January 1, 2022 and have been calculated after applying the Company’s accounting policies. These pro forma condensed consolidated financial results have been prepared for comparative purposes only and include certain adjustments that reflect pro forma results of operations, such as consequential adjustments relating to the tax effect of these adjustments in combining the Company and Trace businesses. The unaudited pro forma results do not reflect any operating efficiencies or potential cost savings which may result from the consolidation of the operations of the Company and 908 Devices GmbH. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of the results of operations that would have been achieved had the acquisition occurred as of January 1, 2022, nor are they intended to represent or be indicative of future results of operations (in thousands): Year Ended December 31, 2022 Revenue (unaudited) $ 47,982 Pre-tax loss (unaudited) (33,191) |
Segment Reporting and Geographi
Segment Reporting and Geographic Data | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting and Geographic Data | |
Segment Reporting and Geographic Data | 19. Segment Reporting and Geographic Data December 31, 2023 2022 Long-lived assets (1) United States $ 9,014 $ 7,852 All other countries 561 63 Total long-lived assets $ 9,575 $ 7,915 (1) Long-lived assets exclude goodwill, other intangible assets and other assets. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Event | |
Subsequent Event | 20. Subsequent Event Grant of Restricted Stock Units and Stock Options under the 2020 Plan On March 1, 2024, the Company granted 1,073,620 restricted stock units and performance based stock units to employees under the 2020 Stock Plan. The restricted stock units vest over a four -year period. The restricted stock units were valued based on market value of the Company’s closing stock price at the date of grant and had an aggregate fair value of $7.9 million, which is being amortized as stock compensation expense over the vesting term. On March 1, 2024, the Company granted 398,404 stock options to employees under the 2020 Stock Plan. The stock options vest over a four -year period. The stock options have an exercise price of $7.35 , which was the Company’s closing stock price at the date of grant. The total fair value of these stock options at the grant date was $2.1 million using the Black-Scholes option pricing model, and the value is being amortized as stock compensation expense over the vesting term. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, revenue recognition and accounts receivable, the valuation of inventory, fair value of assets acquired and liabilities assumed in acquisitions and the valuation of stock-based awards. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. Due to the rising inflation and higher interest rates, there has been uncertainty and disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstance that would require further updates to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of these consolidated financial statements. These estimates may change, as new events occur and additional information is obtained. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions. |
Risk of Concentrations of Credit, Significant Customers and Significant Suppliers | Risk of Concentrations of Credit, Significant Customers and Significant Suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, and accounts receivable. The Company’s cash and cash equivalents and restricted cash are maintained in bank deposit accounts and money market funds that regularly exceed federally insured limits. The Company is exposed to credit risk on its cash, cash equivalents and restricted cash in the event of default by the financial institutions to the extent account balances exceed the amount insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company’s marketable securities are invested in U.S. treasury securities and as a result, the Company believes represent minimal credit risk. Significant customers are those that accounted for 10% or more of the Company’s total revenue or accounts receivable. One customer represented 21% of total revenue for the year ended December 31, 2023. One customer represented 28% of total revenue for the year ended December 31, 2022. As of December 31, 2023, one customer accounted for 19% of gross accounts receivable. As of December 31, 2022, two customers accounted for 20% and 12%, respectively, of gross accounts receivable. Certain of the components included in the Company’s products are obtained from a sole source, a single source or a limited group of suppliers. Although the Company seeks to reduce dependence on those limited sources of suppliers and manufacturers, the partial or complete loss of certain of these sources, or the requirement to establish a new supplier for the components, could have a material adverse effect on the Company’s operating results, financial condition and cash flows and damage its customer relationships. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. |
Restricted Cash | Restricted Cash Restricted cash primarily represents collaterals for the corporate credit cards and a letter of credit issued as security for the lease for the Company’s facility in Morrisville, North Carolina. |
Accounts Receivable, net | Accounts Receivable, net Accounts receivable are presented net of an allowance for credit losses, which is an estimate of amounts that may not be collectible. The Company performs ongoing credit evaluations of its customers and monitors economic conditions to identify facts and circumstances that may indicate its receivables are at risk of collection. The Company provides reserves against accounts receivable for estimated credit losses, if any, that may result from a customer’s inability to pay based on the composition of its accounts receivable, current economic conditions and historical credit loss activity. Amounts deemed uncollectible are charged or written-off against the reserve. As of December 31, 2023 and December 31, 2022, the Company recorded a $0.4 million allowance and less than a $0.1 million allowance for credit losses, respectively. The following is a summary of the activity of the Company’s allowance for credit losses (in thousands): Year Ended December 31, 2023 2022 Balances at beginning of period $ 25 $ 1,750 Current period change for expected credit loss 386 — Deduction / recoveries collected (16) (1,725) Balances at end of period $ 395 $ 25 |
Inventory | Inventory Inventory is valued at the lower of cost or net realizable value. Cost is computed using the first-in, first-out method. The Company regularly reviews inventory quantities on-hand for excess and obsolete inventory and, when circumstances indicate, records charges to write down inventories to their estimated net realizable value, after evaluating historical sales, future demand, market conditions and expected product life cycles. Such charges are classified as cost of revenue in the consolidated statements of operations. Any write-down of inventory to net realizable value creates a new cost basis. |
Assets Recognized from Costs to Obtain a Contract with a Customer | Assets Recognized from Costs to Obtain a Contract with a Customer The Company recognizes an asset for the incremental costs of obtaining a contract with a customer if the Company expects the benefit of those costs to be longer than one year. The Company has determined that certain sales incentive programs meet the requirements to be capitalized. Total capitalized costs to obtain a contract were not significant during the periods presented and are included in other current assets and other long-term assets in the Company’s consolidated balance sheets. |
Leases | Leases The Company accounts for leases under ASC 842, Leases |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset as follows: Estimated Useful Life Laboratory and demonstration equipment 2 to 5 years Computer equipment and software 3 years Furniture and fixtures 7 years Leasehold improvements Shorter of remaining life of lease or useful life Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated once placed into service. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in loss from operations. Expenditures for repairs and maintenance are charged to expense as incurred. When a device is used as demonstration equipment, such device is reclassified from inventory to demonstration equipment under property and equipment and begins to depreciate over its estimated useful life. The Company does not refurbish such device or reverse transfer the device to inventory. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets consist of operating lease right-of-use assets and property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss can be recognized in loss from operations when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss is based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows. The Company did not record any impairment losses on long-lived assets during the years ended December 31, 2023 and 2022. |
Software Development Costs | Software Development Costs The Company incurs costs to develop computer software that is embedded in the hardware components of the Company’s products. Research and development costs related to this software are expensed as incurred, except for costs of internally developed or externally purchased software that qualify for capitalization. Software development costs incurred subsequent to the establishment of technological feasibility, but prior to the general release of the product, are capitalized and, upon general release, are amortized based upon the pattern in which economic benefits related to such assets are realized. Due to the short time period between achieving technological feasibility and product release and the insignificant amount of costs incurred during such periods, the Company did not capitalize any software development costs during the years ended December 31, 2023 and 2022. |
Fair Value Measurements | Fair Value Measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: ● Level 1 — Quoted prices in active markets for identical assets or liabilities. ● Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. ● Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company's financial instruments consist primarily of cash equivalents, marketable securities, accounts receivable, accounts payable, accrued expenses and contingent consideration. Fair value measurements The carrying value of the Company’s long-term debt approximates its fair value (a Level 2 measurement) at each balance sheet date due to its variable interest rate, which approximates a market interest rate. |
Marketable Securities | Marketable Securities The Company’s marketable securities are classified as available-for-sale and are carried at fair value, with the unrealized gains and losses reported as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Premiums and discounts on marketable securities are amortized and accreted, respectively, to earliest call date and maturity, respectively, and included in interest income in the consolidated statements of operations. When the fair value is below the amortized cost basis of a marketable security, an estimate of expected credit losses is made. The credit-related impairment amount is recognized in the consolidated statements of operations. Credit losses are recognized through the use of an allowance for credit losses account in the consolidated balance sheet and subsequent improvements in expected credit losses are recognized as a reversal of an amount in the allowance account. If the Company has the intent to sell the security or it is more likely than not that the Company will be required to sell the security prior to recovery of its amortized cost basis, then the allowance for the credit loss is written-off and the excess of the amortized cost basis of the asset over its fair value is recorded in the consolidated statements of operations. There were no credit losses recorded for the year ended December 31, 2023. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill is not amortized, but is evaluated for impairment on an annual basis, or on an interim basis when events or changes in circumstances indicate that the carrying value may not be recoverable. In assessing the recoverability of goodwill, the Company must make assumptions regarding the estimated future cash flows, and other factors, to determine the fair value of these assets. If these estimates or their related assumptions change in the future, the Company may be required to record impairment charges against these assets in the reporting period in which the impairment is determined. The Company tests goodwill for impairment at the reporting unit level, which is the operating segment, in the fourth quarter of every year. The Company has the option of performing a qualitative assessment to determine whether further impairment testing is necessary before performing the quantitative assessment. If as a result of the qualitative assessment, it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, a quantitative impairment test will be required. The quantitative goodwill impairment test requires management to estimate and compare the fair value of the reporting unit with its carrying value. If the fair value of the reporting unit exceeds the carrying value of the net assets, goodwill is not impaired. If the fair value of the reporting unit is less than the carrying value, the difference is recorded as an impairment loss up to the amount of goodwill. Intangible assets with a finite useful life are recorded at cost, net of accumulated amortization and are amortized on a straight-line basis over their estimated useful lives as follows: Customer Relationships 8 years Developed Technology 15 years Software 3 years Trade Name 2 years The Company reviews other long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or an asset group may not be recoverable. In evaluating long-lived assets for recoverability, the Company estimates the future cash flows that are expected from the use of each asset group. Impairment losses are measured and recorded for the excess of an asset's carrying value over its fair value. To determine the fair value of long-lived assets, the Company utilizes the valuation technique or techniques deemed most appropriate based on the nature of the asset or asset group, which may include the use of quoted market prices, prices for similar assets or other valuation techniques such as discounted future cash flows or earnings. |
Foreign currency | Foreign currency The Company translates assets and liabilities of its foreign subsidiaries at rates in effect at the end of the reporting period. Revenues and expenses are translated at average rates in effect during the reporting period. Translation adjustments are included in accumulated other comprehensive income (loss). |
Product Warranties | Product Warranties The Company offers a one-year |
Segment Information | Segment Information The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company provides a suite of purpose-built handheld and desktop mass spectrometry devices for use in a broad array of markets. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the Company’s chief operating decision maker, or decision-making group, in deciding how to allocate resources and assess performance. The Company has determined that its chief operating decision maker is its Chief Executive Officer. See Note 18, Segment Reporting and Geographic Data |
Revenue Recognition | Revenue Recognition The Company recognizes revenue from sales to customers under ASC 606, Revenue from Contracts with Customers For a contract with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation on a relative standalone selling price basis using the Company’s best estimate of the standalone selling price of each distinct product or service in the contract. The primary method used to estimate standalone selling price is the price observed in standalone sales to customers; however, when prices in standalone sales are not available the Company may use third party pricing for similar products or services or estimate the standalone selling price, which is set by management. Allocation of the transaction price is determined at the contract’s inception and is not updated to reflect changes between contract inception and when the performance obligations are satisfied. Product and Service Revenue The Company derives product and service revenue primarily from the sale of handheld and desktop products and related consumables and services. Revenue is recognized when control of the promised products, consumables or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products, consumables or services (the transaction price). A performance obligation is a promise in a contract to transfer a distinct product or service to a customer and is the unit of accounting under ASC 606. For devices and consumables sold by the Company, control transfers to the customer at a point in time. To indicate the transfer of control, the Company must have a present right to payment, legal title must have passed to the customer, the customer must have the significant risks and rewards of ownership, and where acceptance is other than perfunctory, the customer must have accepted the product or service. The Company’s principal terms of sale are freight on board (“FOB”) shipping point, or equivalent, and, as such, the Company primarily transfers control and records revenue for product sales upon shipment. Sales arrangements with delivery terms that are not FOB shipping point are not recognized upon shipment and the transfer of control for revenue recognition is evaluated based on the associated shipping terms and customer obligations. If a performance obligation to the customer with respect to a sales transaction remains to be fulfilled following shipment (typically installation or acceptance by the customer), revenue recognition for that performance obligation is deferred until such commitments have been fulfilled. For extended warranty and support, control transfers to the customer over the term of the arrangement. Revenue for extended warranty and support is recognized based upon the period of time elapsed under the arrangement as this period represents the transfer of benefits or services under the agreement. The Company recognizes a receivable at the point in time at which it has an unconditional right to payment. Such receivables are not contract assets. Payment terms for customer orders, including for each of the Company’s primary performance obligations, are typically 30 to 90 days after the shipment or delivery of the product, and such payments typically do not include payments that are variable, dependent on specified factors or events. In limited circumstances, there exists a right of return for product if agreed to by the Company. Revenue is only recognized for those goods that are not expected to be returned such that it is probable that there will not be a significant reversal of cumulative revenue. Service arrangements commonly call for payments in advance of performing the work (e.g., extended warranty/service contracts), upon completion of the service or a mix of both. The Company does not enter into significant financing agreements or other forms of variable consideration. Contract assets arise from unbilled amounts in customer arrangements when revenue recognized exceeds the amount billed to the customer and the Company’s right to payment is not only subject to the passage of time. The Company had no contract assets related to product or service revenue as of December 31, 2023 or 2022. Contract liabilities represent the Company’s obligation to transfer goods or services to a customer for which it has received consideration (or the amount is due) from the customer. The Company has determined that its only contract liability related to product and service revenue is deferred revenue, which consists of amounts that have been invoiced but that have not been recognized as revenue. Amounts expected to be recognized as revenue within 12 months of the balance sheet date are classified as current deferred revenue and amounts expected to be recognized as revenue beyond 12 months of the balance sheet date are classified as noncurrent deferred revenue. The following is a summary of the activity of the Company’s deferred revenue related to product and service revenue (in thousands): Year Ended December 31, 2023 2022 Balances at beginning of period $ 16,510 $ 14,521 Recognition of revenue included in balance at beginning of the period (7,575) (4,502) Other adjustments — (10) Revenue deferred during the period, net of revenue recognized 10,265 6,501 Balances at end of period $ 19,200 $ 16,510 The amount of deferred revenue equals the transaction price allocated to unfulfilled performance obligations for the period presented. Such deferred revenue amounts related to product and service revenue are expected to be recognized in the future as follows (in thousands): December 31, December 31, 2023 2022 Deferred revenue expected to be recognized in: One year or less $ 10,629 $ 7,514 One to two years 5,080 4,750 Three years and beyond 3,491 4,246 $ 19,200 $ 16,510 Contract Revenue The Company generates revenue from short and long-term contracts associated with the design and development and delivery of detection devices or related design and support services. To date, these contracts are primarily with the U.S. government or commercial entities contracting with the U.S. government, but the Company has also had such contracts with commercial partners. The Company’s contracts with the U.S. government typically are subject to the Federal Acquisition Regulation (“FAR”) and are priced based on estimated or actual costs of producing goods or providing services. The FAR provides guidance on the types of costs that are allowable in establishing prices for goods or services provided under U.S. government contracts. The pricing for non-U.S. government contracts is based on the specific negotiations with each customer. Under the typical payment terms of U.S. government fixed-price contracts, the customer pays in accordance with the terms of the specific agreement, but generally through progress payments. If these progress payments are made in advance, these payments are recorded as a contract liability, classified as deferred revenue within the accompanying consolidated balance sheet, until the Company provides the underlying services. For U.S. government cost-type contracts, the customer generally pays for actual costs incurred within a short period of time. For contracts with commercial partners, payments are made in accordance with the terms of the specific agreement. For agreements which call for milestone payments, to the extent the Company does not conclude that it is probable that a significant reversal of cumulative revenue will occur, a contract asset is generated until the Company is permitted to bill for costs incurred, which is classified as prepaid expense and other current assets in the accompanying consolidated balance sheet. In some cases, payments received in advance under license agreements are recorded as deferred revenue and recognized over the respective contract term, absent any other performance obligations. Generally, revenue for long-term contracts is recognized based upon the cost-to-cost measure of progress, provided that the Company meets the criteria associated with transferring control of the good or service over time such as not creating an asset with an alternative use and having an enforceable right to payment for completed performance. However, the Company evaluates the proper revenue recognition on a contract by contract basis, as each contract generally contains terms specific to the underlying agreement which result in differing performance obligations and payment terms (cost plus, fixed price agreements among others). For revenue recognized under the cost-to-cost measure of progress basis, the Company continually assesses total costs expected to be incurred and if such costs require adjustment to the measure of progress, the Company records such adjustment as a change in estimate on a cumulative catch-up basis in the period of adjustment. The Company includes the unconstrained amount of consideration in the transaction price. The amount included in the transaction price is constrained to the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, as required under ASC 606, the Company re-evaluates the estimated consideration included in the transaction price and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment. Contract assets arise from unbilled amounts in customer arrangements when revenue recognized exceeds the amount billed to the customer and the Company’s right to payment is not just subject to the passage of time. The Company includes contract assets within prepaid and other current assets in the accompanying consolidated balance sheet. The Company had no contract assets related to contract revenue as of December 31, 2023 and $0.4 million of contract assets related to contract revenue as of December 31, 2022. Contract liabilities represent the Company’s obligation to transfer goods or services to a customer for which it has received consideration (or the amount is due) from the customer. As of December 31, 2023, the Company had no contract liabilities. As of December 31, 2022, the Company had contract liabilities of $2.5 million, which was recognized as product revenue as the Company satisfied its performance obligations under the AVCAD production contract during the year 2023. The Company recognizes deferred revenue by first allocating from the beginning deferred revenue balance to the extent that the beginning deferred revenue balance exceeds the revenue to be recognized. Billings during the period are added to the deferred revenue balance to be recognized in future periods. As of December 31, 2023, the Company held no wholly- or partially-unsatisfied performance obligations related to contract agreements entered prior to period end. Distribution Channels A majority of the Company’s revenue is generated by sales in conjunction with its channel partners, such as its international channel partners and, in the United States, for end customers where a government contract is required or a customer has a pre-existing relationship. When the Company transacts with a channel partner, its contractual arrangement is with the partner and not with the end-use customer. Whether the Company transacts business with and receives the order from a channel partner or directly from an end-use customer, its revenue recognition policy and resulting pattern of revenue recognition for the order are the same. Disaggregated Revenue The Company’s product and service revenue consists of sales of devices and recurring revenue which includes consumables, accessories and the sale of service and extended warranty plans. The following table presents the Company’s revenue by revenue stream (in thousands): Year Ended December 31, 2023 2022 Product and service revenue: Device sales revenue $ 33,379 $ 28,757 Recurring revenue 16,480 15,718 Total product and service revenue 49,859 44,475 Contract revenue 370 2,377 Total revenue $ 50,229 $ 46,852 The following table presents the Company’s product and service revenue by device type (in thousands): Year Ended December 31, 2023 2022 Handheld revenue: Device sales revenue $ 27,859 $ 19,829 Recurring revenue 10,011 9,707 Total handheld revenue 37,870 29,536 Desktop revenue: Device sales revenue 5,520 8,926 Recurring revenue 6,469 6,013 Total desktop revenue 11,989 14,939 Total product and service revenue $ 49,859 $ 44,475 Revenue based on the end-user entity type for the Company’s product and service revenue are presented below (in thousands): Year Ended December 31, 2023 2022 Government $ 37,862 $ 29,964 Pharmaceutical/Biotechnology 11,340 14,241 Academia and other 657 270 Total product and service revenue $ 49,859 $ 44,475 The following table disaggregates the Company’s revenue from contracts with customers by geography, which are determined based on the customer location (in thousands): Year Ended December 31, 2023 2022 United States $ 38,173 $ 37,594 Europe, Middle East and Africa 9,378 6,295 Asia Pacific 1,825 2,887 Americas other 853 76 $ 50,229 $ 46,852 International sales are comprised of product and service revenue, with all contract revenue being attributable to North America. |
Shipping and Handling Fees and Costs | Shipping and Handling Fees and Costs Shipping and handling fees billed to customers for product shipments are recorded in product and service revenue in the accompanying consolidated statements of operations and comprehensive loss. Shipping and handling costs incurred for inventory purchases and product shipments are recorded in cost of revenue in the accompanying consolidated statements of operations and comprehensive loss. |
Cost of Revenue | Cost of Revenue Product cost of revenue primarily consists of costs for raw material parts and associated freight, shipping and handling costs, royalties, contract manufacturer costs, salaries and other personnel costs, overhead and other direct costs related to those sales recognized as product revenue in the period. Cost of revenue for services primarily consists of salaries and other personnel costs, travel related to services provided, facility costs associated with training, warranties and other costs of servicing equipment on a return-to-factory basis and at customer sites. License and contract cost of revenue primarily consists of salaries and other personnel costs, materials, travel and other direct costs related to those revenue recognized as license and contract in the period. |
Research and Development Expenses | Research and Development Expenses Research and development expenses consist primarily of employee-related expenses incurred for research activities, product development, hardware and software engineering, consultant services and other costs associated with the Company’s technology platform and products, research materials and facilities, depreciation and maintenance expense. |
Advertising Expense | Advertising Expense The Company expenses costs of advertising as incurred. Advertising costs remained at $1.8 million during the years ended December 31, 2023 and 2022, respectively. |
Patent Costs | Patent Costs All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses. |
Stock-Based Compensation | Stock-Based Compensation The Company measures stock-based option awards granted to employees, consultants and directors based on their fair value on the date of grant using the Black-Scholes option-pricing model. The fair value of restricted stock units is determined based on the number of shares granted and the closing price of our common stock quoted on the Nasdaq Global Market on the date of grant. Compensation expense for those awards is recognized, net of estimated forfeitures, over the requisite service period, which is generally the vesting period of the respective award. The straight-line method of expense recognition is applied to all awards with service-only conditions, while the graded vesting method is applied to all grants with both service and performance conditions. The Company classifies stock-based compensation expense in its consolidated statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. |
Other Comprehensive income (Loss) | Other Comprehensive Income (Loss) Other comprehensive income (loss) refers to revenues, expenses, gains and losses that are excluded from net loss as these amounts are recorded directly as an adjustment to shareholders' equity, net of tax. The Company's other comprehensive income was composed of |
Net Income (Loss) per Share | Net Income (Loss) per Share The Company has one class of shares outstanding and basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period, including potential dilutive common shares assuming the dilutive effect of any potential dilutive securities outstanding for the fiscal year. Potential dilutive securities include warrants, stock options, restricted stock units, and shares to be purchased under the Company’s employee stock purchase plan. For periods in which the Company reports a net loss, diluted net loss per common share is the same as basic net loss per common share, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. |
Business combination | Business combination Under the acquisition method of accounting, the Company generally recognizes the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition. The fair values assigned, defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants, are based on estimates and assumptions determined by management. The excess consideration over the aggregate value of tangible and intangible assets, net of liabilities assumed, is recorded as goodwill. These valuations require significant estimates and assumptions, especially with respect to intangible assets. The Company estimates the fair value of the contingent consideration earnouts using the Monte Carlo Simulation or probability weighted scenario depending on the nature of the contingent consideration and update the fair value of the contingent consideration at each reporting period based on the estimated probability of achieving the earnout targets and applying a discount rate that captures the risk associated with the expected contingent payments. To the extent that these estimates change in the future regarding the likelihood of achieving these targets, the Company may need to record material adjustments to its accrued contingent consideration. Such changes in the fair value of contingent consideration are recorded as contingent consideration expense or income in the consolidated statements of operations. The Company uses the income approach to determine the fair value of certain identifiable intangible assets including customer relationships and developed technology. This approach determines fair value by estimating after-tax cash flows attributable to these assets over their respective useful lives and then discounting these after-tax cash flows back to a present value. The Company bases its assumptions on estimates of future cash flows, expected growth rates, expected trends in technology, probabilities of customer renewals, etc. The Company bases the discount rates used to arrive at a present value as of the date of acquisition on the time value of money and certain industry-specific risk factors. The Company believes the estimated purchased customer relationships, developed technology, software and trade name amounts determined represent the fair value at the date of acquisition and do not exceed the amount a third-party would pay for the assets. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, which are considered appropriate as well as the related net interest and penalties. In August 2022, the U.S. Inflation Reduction Act (the Act) was enacted into law. The Act includes various tax provisions, including an excise tax on stock repurchases, expanded tax credits for clean energy incentives and a corporate alternative minimum tax that generally applies to U.S. corporations with adjusted financial statement income in excess of $1.0 billion. We do not expect the Act to have a material impact on our consolidated financial statements. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment In December 2019, the FASB issued ASU 2019-12, Income Taxes (ASC 740): Simplifying the Accounting for Income Taxes In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326) that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. For public entities except smaller reporting companies, the guidance is effective for annual reporting periods beginning after December 15, 2019 and for interim periods within those fiscal years. For non-public entities and smaller reporting companies, the guidance was effective for annual reporting periods beginning after December 15, 2021. In November 2019, the FASB issued ASU No. 2019-10, which deferred the effective date for non-public entities to annual reporting periods beginning after December 15, 2022, including interim periods within those fiscal years. Early application is allowed. The Company adopted this standard effective January 1, 2023 and deemed no material impact on our consolidated financial statements. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Company qualifies as “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected not to “opt out” of the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company will adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and will do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280). In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740). |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies | |
Schedule of allowance for credit losses | Year Ended December 31, 2023 2022 Balances at beginning of period $ 25 $ 1,750 Current period change for expected credit loss 386 — Deduction / recoveries collected (16) (1,725) Balances at end of period $ 395 $ 25 |
Summary of estimated useful life for property and equipment | Estimated Useful Life Laboratory and demonstration equipment 2 to 5 years Computer equipment and software 3 years Furniture and fixtures 7 years Leasehold improvements Shorter of remaining life of lease or useful life |
Schedule of finite lived intangible assets useful life | Customer Relationships 8 years Developed Technology 15 years Software 3 years Trade Name 2 years |
Summary of the activity of the Company's deferred revenue | The following is a summary of the activity of the Company’s deferred revenue related to product and service revenue (in thousands): Year Ended December 31, 2023 2022 Balances at beginning of period $ 16,510 $ 14,521 Recognition of revenue included in balance at beginning of the period (7,575) (4,502) Other adjustments — (10) Revenue deferred during the period, net of revenue recognized 10,265 6,501 Balances at end of period $ 19,200 $ 16,510 |
Schedule of deferred revenue amounts expected to be recognized in the future | The amount of deferred revenue equals the transaction price allocated to unfulfilled performance obligations for the period presented. Such deferred revenue amounts related to product and service revenue are expected to be recognized in the future as follows (in thousands): December 31, December 31, 2023 2022 Deferred revenue expected to be recognized in: One year or less $ 10,629 $ 7,514 One to two years 5,080 4,750 Three years and beyond 3,491 4,246 $ 19,200 $ 16,510 |
Schedule of disaggregation of revenue | The Company’s product and service revenue consists of sales of devices and recurring revenue which includes consumables, accessories and the sale of service and extended warranty plans. The following table presents the Company’s revenue by revenue stream (in thousands): Year Ended December 31, 2023 2022 Product and service revenue: Device sales revenue $ 33,379 $ 28,757 Recurring revenue 16,480 15,718 Total product and service revenue 49,859 44,475 Contract revenue 370 2,377 Total revenue $ 50,229 $ 46,852 The following table presents the Company’s product and service revenue by device type (in thousands): Year Ended December 31, 2023 2022 Handheld revenue: Device sales revenue $ 27,859 $ 19,829 Recurring revenue 10,011 9,707 Total handheld revenue 37,870 29,536 Desktop revenue: Device sales revenue 5,520 8,926 Recurring revenue 6,469 6,013 Total desktop revenue 11,989 14,939 Total product and service revenue $ 49,859 $ 44,475 Revenue based on the end-user entity type for the Company’s product and service revenue are presented below (in thousands): Year Ended December 31, 2023 2022 Government $ 37,862 $ 29,964 Pharmaceutical/Biotechnology 11,340 14,241 Academia and other 657 270 Total product and service revenue $ 49,859 $ 44,475 The following table disaggregates the Company’s revenue from contracts with customers by geography, which are determined based on the customer location (in thousands): Year Ended December 31, 2023 2022 United States $ 38,173 $ 37,594 Europe, Middle East and Africa 9,378 6,295 Asia Pacific 1,825 2,887 Americas other 853 76 $ 50,229 $ 46,852 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements | |
Schedule of assets and liabilities that are measured at fair value on a recurring basis | The following tables present the Company’s fair value hierarchy for its assets and liabilities that are measured at fair value on a recurring basis (in thousands): Fair Value Measurements at December 31, 2023 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents - Money market funds $ 94,165 $ — $ — $ 94,165 Cash equivalents - U.S. Treasury securities — 4,964 — 4,964 Marketable securities - U.S. Treasury securities due in 3 - 6 months — 24,641 — 24,641 Total assets measured at fair value $ 94,165 $ 29,605 $ — $ 123,770 Other current liabilities: Acquisition-related contingent consideration $ — $ — $ 500 $ 500 Total liabilities measured at fair value $ — $ — $ 500 $ 500 Fair Value Measurements at December 31, 2022 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents - Money market funds $ 27,866 $ — $ — $ 27,866 $ 27,866 $ — $ — $ 27,866 Other current liabilities: Acquisition-related contingent consideration $ — $ — $ 343 $ 343 Acquisition-related contingent consideration - pension liability — — 900 900 — — 1,243 1,243 Other long-term liabilities: Acquisition-related contingent consideration — — 555 555 Total liabilities measured at fair value $ — $ — $ 1,798 $ 1,798 |
Schedule of change in fair value of liabilities | Balance as of December 31, 2022 $ 1,798 Accretion - earnout 356 Deduction - earnout (249) Contingent consideration payment (1,405) Balance as of December 31, 2023 $ 500 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Marketable Securities | |
Schedule of marketable securities | Marketable securities by security type consisted of the following (in thousands): December 31, 2023 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Credit Losses Fair Value Marketable securities - U.S. Treasury securities $ 24,628 $ 13 $ — $ — $ 24,641 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory | |
Schedule of inventory | Inventory consisted of the following (in thousands): December 31, 2023 2022 Raw materials $ 11,294 $ 8,343 Work-in-progress 1,717 2,722 Finished goods 1,927 1,448 $ 14,938 $ 12,513 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets, net | |
Schedule of rollforward of goodwill | As of December 31, 2023, the carrying amount of goodwill was $10.4 million. The following is a rollforward of the Company’s goodwill balance (in thousands): Year Ended December 31, 2023 Balances at beginning of period $ 10,050 Foreign currency impact 317 Balances at end of period $ 10,367 |
Schedule of intangible assets, net | Intangible assets, net consists of the following (in thousands): December 31, 2023 Cost Accumulated Amortization Translation adjustments Net Book Value Customer Relationships $ 3,142 $ (580) $ 240 $ 2,802 Developed Technology 4,967 (487) 395 4,875 Software 254 (108) 18 164 Trade Name 61 (45) 3 19 $ 8,424 $ (1,220) $ 656 $ 7,860 December 31, 2022 Cost Accumulated Amortization Translation adjustments Net Book Value Customer Relationships $ 3,142 $ (163) $ 150 $ 3,129 Developed Technology 4,967 (137) 243 5,073 Software 254 (30) 11 235 Trade Name 61 (13) 3 51 $ 8,424 $ (343) $ 407 $ 8,488 |
Schedule of amortization expense for intangible assets | Amortization expense for intangible assets was recorded in the following expense categories of its consolidated statements of operations (in thousands): Year Ended December 31, 2023 2022 Product cost of revenue $ 428 $ 167 Selling, general and administrative expenses 449 176 $ 877 $ 343 |
Schedule of future amortization expense of intangible assets | Estimated future amortization expense for the intangible assets as of December 31, 2023 is as following (in thousands): 2024 $ 860 2025 841 2026 775 2027 765 2028 765 Thereafter 3,854 $ 7,860 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment, Net | |
Schedule of property and equipment, net | Property and equipment, net consisted of the following (in thousands): December 31, 2023 2022 Laboratory and demonstration equipment $ 8,267 $ 6,642 Computer equipment and software 202 186 Furniture and fixtures 372 194 Construction in progress 53 757 Leasehold improvements 395 21 9,289 7,800 Less: Accumulated depreciation and amortization (5,947) (4,717) $ 3,342 $ 3,083 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Expenses | |
Schedule of accrued expenses | Accrued expenses consisted of the following (in thousands): December 31, December 31, 2023 2022 Accrued employee compensation and benefits $ 5,994 $ 4,909 Accrued warranty 942 1,119 Accrued professional fees 560 677 Contingent consideration 500 1,243 Accrued other 717 899 $ 8,713 $ 8,847 |
Schedule of changes in product warranty obligation | Changes in the Company’s product warranty obligation are as follows (in thousands): Year Ended December 31, 2023 2022 Accrual balance at beginning of period $ 1,119 $ 1,593 Provision for new warranties 1,273 1,396 Settlements and adjustments made during the period (1,450) (1,870) Accrual balance at end of period $ 942 $ 1,119 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Long-Term Debt | |
Schedule of long-term debt | Long-term debt consisted of the following (in thousands): December 31, 2023 2022 Principal amount of long-term debt $ — $ 15,000 Less: Current portion of long-term debt — — Less: Debt discount, net of accretion — — Long-term debt, net of discount and current portion $ — $ 15,000 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stock-Based Compensation | |
Schedule of option activity | The following table summarizes the Company’s option activity for the fiscal year ended December 31, 2023: Weighted Average Weighted Aggregate Number Exercise Contractual Intrinsic of Shares Price Term Value (in years) (in thousands) Outstanding at beginning of period 2,471,365 $ 5.78 6.7 $ 10,311 Granted 411,512 8.80 Exercised (264,971) 1.63 Forfeited (190,489) 10.93 Outstanding at end of period 2,427,417 $ 6.34 6.4 $ 14,917 Vested and expected to vest at end of period $ 6.30 6.4 $ 14,855 Exercisable at end of period $ 5.07 5.6 $ 12,768 |
Schedule of restricted stock unit activity | The following table summarizes the Company’s restricted stock units activity for the fiscal year ended December 31, 2023: Weighted Average Number Grant Date of Shares Fair Value Outstanding at beginning of period 1,059,529 $ 17.38 Granted 1,221,725 8.69 Vested and released (299,845) 17.58 Forfeited (140,728) 14.82 Unvested at end of period 1,840,681 $ 11.77 |
Schedule of stock-based compensation expense | The Company recorded stock-based compensation expense in the following expense categories of its consolidated statements of operations and comprehensive loss (in thousands): Year Ended December 31, 2023 2022 Cost of revenue $ 577 $ 286 Research and development expenses 2,691 1,659 Selling, general and administrative expenses 6,519 5,262 $ 9,787 $ 7,207 |
2020 ESPP | |
Stock-Based Compensation | |
Schedule of assumptions used to determine the grant-date fair value of stock options | Year Ended December 31, 2023 2022 Risk-free interest rate 5.3 % 3.2 % Expected volatility 82 % 90 % Expected dividend yield — — Expected term (in years) 0.5 0.5 |
Employee Stock Option [Member] | |
Stock-Based Compensation | |
Schedule of assumptions used to determine the grant-date fair value of stock options | Year Ended December 31, 2023 2022 Risk-free interest rate 4.1 % 2.7 % Expected volatility 69 % 67 % Expected dividend yield — — Expected term (in years) 6 6 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Schedule of components of lease expense | The components of lease expense under ASC 842 were as follows (in thousands): Year Ended December 31, 2023 2022 Operating lease cost $ 2,176 $ 2,337 Short-term lease cost 70 43 Variable lease cost 133 9 $ 2,379 $ 2,389 |
Schedule of supplemental cash flow information related to leases | Supplemental disclosure of cash flow information related to leases was as follows (in thousands): Year Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of operating lease liabilities $ 2,118 $ 1,800 Operating lease liabilities arising from obtaining right-of-use assets $ 3,017 $ — The weighted-average remaining lease term and discount rate were as follows: December 31, December 31, 2023 2022 Weighted-average remaining lease term - operating leases (in years) 3.96 2.75 Weighted-average discount rate - operating leases 8.4 % 9.5 % |
Schedule of future annual minimum lease payments | Future annual minimum lease payments under operating leases as of December 31, 2023 are as follows (in thousands): 2024 $ 2,432 2025 2,002 2026 581 2027 595 2028 509 Thereafter 838 Total future minimum lease payments 6,957 Less: imputed interest (1,012) Total operating lease liabilities $ 5,945 |
Net Loss (Tables)
Net Loss (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Net loss | |
Schedule of anti-dilutive securities excluded from the computation of diluted net loss per share attributable to common stockholders | December 31, 2023 2022 Warrants to purchase common stock 92,703 92,703 Options to purchase common stock 2,427,417 2,471,365 Performance stock units 53,794 — Restricted stock units 1,840,681 1,059,529 4,414,595 3,623,597 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes | |
Schedule of reconciliation of federal statutory income tax rate to effective income tax rate | Year Ended December 31, 2023 2022 Federal statutory income tax rate (21.0) % (21.0) % State income taxes, net of federal benefit (3.2) (4.7) Federal and state research and development tax credits (5.0) (5.1) Nondeductible items 3.1 (1.7) Change in valuation allowance 25.5 32.5 Effective income tax rate (0.6) % 0.0 % |
Schedule of net deferred tax assets | Net deferred tax liabilities consisted of the following (in thousands): December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 27,221 $ 23,210 Research and development tax credit carryforwards 10,557 8,722 Lease liability 1,362 1,139 Deferred Revenue 2,527 3,268 Accrued expenses and other 5,421 4,314 Capitalization under Section 174(a) 7,172 3,857 Total deferred tax assets 54,260 44,510 Deferred tax liabilities: Right-of-use asset (1,394) (1,000) Intangible assets (2,482) (2,671) Total deferred tax liabilities (3,876) (3,671) Valuation allowance (52,825) (43,510) Net deferred tax liabilities $ (2,441) $ (2,671) |
Schedule of changes in valuation allowance | Changes in the valuation allowance for deferred tax assets related primarily to the increase in net operating loss carryforwards and research and development tax credit carryforwards and were as follows (in thousands): Year Ended December 31, 2023 2022 Valuation allowance as of beginning of year $ 43,510 $ 32,631 Increases recorded to income tax provision 9,315 10,879 Valuation allowance as of end of year $ 52,825 $ 43,510 |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Acquisition | |
Schedule of preliminary allocation of the purchase consideration | The following table presents the allocation of the acquisition date purchase consideration for the transaction including the contingent consideration and the allocation of the purchase consideration (in thousands): Consideration Transferred: Cash paid $ 14,400 Net cash and working capital adjustment 113 Contingent consideration - pension liability 900 Contingent consideration - earnout 737 Total consideration transferred $ 16,150 Assets acquired and liabilities assumed: Cash and cash equivalents $ 638 Accounts receivable 168 Inventory 364 Prepaid expenses and other current assets 11 Property and equipment, net 32 Intangible assets Customer Relationships 3,142 Developed Technology 4,967 Software 254 Trade Name 61 Goodwill 9,566 Indemnification assets 917 Pension liability (917) Accounts payable, accrued expenses and other current liabilities (306) Deferred tax liability, net (2,672) Other liabilities (75) Total $ 16,150 |
Schedule of pro forma financial information | the acquisition occurred as of January 1, 2022, nor are they intended to represent or be indicative of future results of operations (in thousands): Year Ended December 31, 2022 Revenue (unaudited) $ 47,982 Pre-tax loss (unaudited) (33,191) |
Segment Reporting and Geograp_2
Segment Reporting and Geographic Data (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting and Geographic Data | |
Schedule of long-lived assets by geography | Long-lived assets by geography are summarized as follows (in thousands): December 31, 2023 2022 Long-lived assets (1) United States $ 9,014 $ 7,852 All other countries 561 63 Total long-lived assets $ 9,575 $ 7,915 (1) Long-lived assets exclude goodwill, other intangible assets and other assets. |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Nov. 15, 2021 | Dec. 22, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | |
Nature of the Business and Basis of Presentation | ||||
Date of incorporation | Feb. 10, 2012 | |||
Net Income (Loss) | $ (36,399) | $ (33,563) | ||
Accumulated deficit | $ (170,599) | $ (134,200) | ||
IPO | Common Stock | ||||
Nature of the Business and Basis of Presentation | ||||
Shares issued | 7,475,000 | |||
Proceeds from public offerings, net of underwriting discounts and commissions | $ 136,600 | |||
Conversion of preferred stock to common stock upon initial public offering (in shares) | 14,691,929 | |||
Underwriters' option | Common Stock | ||||
Nature of the Business and Basis of Presentation | ||||
Shares issued | 975,000 | |||
Public Offering | Common Stock | ||||
Nature of the Business and Basis of Presentation | ||||
Shares issued | 3,150,000 | |||
Price per share | $ 32 | |||
Proceeds from public offering, net of underwriting discounts and commissions | $ 94,400 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Risk of Concentrations of Credit, Significant Customers and Significant Suppliers (Details) - Customers - customer | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue | ||
Concentrations of Credit Risk and of Significant Customers | ||
Number of customers with concentration risk | 1 | 1 |
Revenue | Customer One | ||
Concentrations of Credit Risk and of Significant Customers | ||
Concentration risk percentage | 21% | 28% |
Accounts Receivable | ||
Concentrations of Credit Risk and of Significant Customers | ||
Threshold percentage used to determine significant risk | 10% | 10% |
Number of customers with concentration risk | 1 | 2 |
Accounts Receivable | Customer One | ||
Concentrations of Credit Risk and of Significant Customers | ||
Concentration risk percentage | 19% | 20% |
Accounts Receivable | Customer Two | ||
Concentrations of Credit Risk and of Significant Customers | ||
Concentration risk percentage | 12% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Accounts Receivable and Fair Value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies | ||
Balances at beginning of period | $ 25 | $ 1,750 |
Current period change for expected credit loss | 386 | |
Deduction / recoveries collected | (16) | (1,725) |
Balances at end of period | 395 | 25 |
Credit losses during the period | 0 | |
Maximum | ||
Summary of Significant Accounting Policies | ||
Balances at beginning of period | 100 | |
Balances at end of period | $ 400 | $ 100 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Property and Equipment (Details) | Dec. 31, 2023 |
Laboratory and demonstration equipment | Minimum | |
Property and Equipment | |
Estimated useful life | 2 years |
Laboratory and demonstration equipment | Maximum | |
Property and Equipment | |
Estimated useful life | 5 years |
Computer equipment and software | |
Property and Equipment | |
Estimated useful life | 3 years |
Furniture and fixtures | |
Property and Equipment | |
Estimated useful life | 7 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Goodwill and Intangible Assets (Details) | Dec. 31, 2023 |
Customer Relationships | |
Summary of Significant Accounting Policies | |
Finite intangible assets useful life (in years) | 8 years |
Developed Technology | |
Summary of Significant Accounting Policies | |
Finite intangible assets useful life (in years) | 15 years |
Software | |
Summary of Significant Accounting Policies | |
Finite intangible assets useful life (in years) | 3 years |
Trade Name | |
Summary of Significant Accounting Policies | |
Finite intangible assets useful life (in years) | 2 years |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Product Warranties (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Product Warranties | |
Warranty term | P1Y |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Deferred Revenue (Details) - Product and service revenue - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue Recognition | ||
Contract assets | $ 0 | $ 0 |
Summary of the activity of the Company's deferred revenue related to product and service revenue | ||
Balances at beginning of period | 16,510 | 14,521 |
Recognition of revenue included in balance at beginning of the period | (7,575) | (4,502) |
Other adjustments | (10) | |
Revenue deferred during the period, net of revenue recognized | 10,265 | 6,501 |
Balances at end of period | $ 19,200 | $ 16,510 |
Minimum | ||
Revenue Recognition | ||
Payment terms for customer receivables | 30 days | |
Maximum | ||
Revenue Recognition | ||
Payment terms for customer receivables | 90 days |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Deferred Revenue Expected To Be Recognized (Details) - Product and service revenue - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Revenue Recognition | ||
Remaining performance obligation amount | $ 19,200 | $ 16,510 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | ||
Revenue Recognition | ||
Period in which remaining performance obligation is expected to be recognized as revenue | 1 year | |
Remaining performance obligation amount | $ 7,514 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | ||
Revenue Recognition | ||
Period in which remaining performance obligation is expected to be recognized as revenue | 1 year | 1 year |
Remaining performance obligation amount | $ 10,629 | $ 4,750 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | ||
Revenue Recognition | ||
Period in which remaining performance obligation is expected to be recognized as revenue | 1 year | 1 year |
Remaining performance obligation amount | $ 5,080 | $ 4,246 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | ||
Revenue Recognition | ||
Period in which remaining performance obligation is expected to be recognized as revenue | 1 year | |
Remaining performance obligation amount | $ 3,491 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Contract Revenue (Details) - Contract revenue - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue Recognition | ||
Contract assets | $ 0 | $ 0.4 |
Contract liabilities | 0 | $ 2.5 |
Wholly- or partially-unsatisfied performance obligations | $ 0 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Disaggregated Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue Recognition | ||
Revenue | $ 50,229 | $ 46,852 |
United States | ||
Revenue Recognition | ||
Revenue | 38,173 | 37,594 |
Europe, Middle East and Africa | ||
Revenue Recognition | ||
Revenue | 9,378 | 6,295 |
Asia Pacific | ||
Revenue Recognition | ||
Revenue | 1,825 | 2,887 |
Americas other | ||
Revenue Recognition | ||
Revenue | 853 | 76 |
Product and service revenue | ||
Revenue Recognition | ||
Revenue | 49,859 | 44,475 |
Product and service revenue | Government | ||
Revenue Recognition | ||
Revenue | 37,862 | 29,964 |
Product and service revenue | Pharmaceutical/Biotechnology | ||
Revenue Recognition | ||
Revenue | 11,340 | 14,241 |
Product and service revenue | Academia and other | ||
Revenue Recognition | ||
Revenue | 657 | 270 |
Product and service revenue | Handheld | ||
Revenue Recognition | ||
Revenue | 37,870 | 29,536 |
Product and service revenue | Desktop | ||
Revenue Recognition | ||
Revenue | 11,989 | 14,939 |
Device sales revenue | ||
Revenue Recognition | ||
Revenue | 33,379 | 28,757 |
Device sales revenue | Handheld | ||
Revenue Recognition | ||
Revenue | 27,859 | 19,829 |
Device sales revenue | Desktop | ||
Revenue Recognition | ||
Revenue | 5,520 | 8,926 |
Recurring revenue | ||
Revenue Recognition | ||
Revenue | 16,480 | 15,718 |
Recurring revenue | Handheld | ||
Revenue Recognition | ||
Revenue | 10,011 | 9,707 |
Recurring revenue | Desktop | ||
Revenue Recognition | ||
Revenue | 6,469 | 6,013 |
Contract revenue | ||
Revenue Recognition | ||
Revenue | $ 370 | $ 2,377 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Advertising Expense (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies | ||
Advertising Expense | $ 1.8 | $ 1.8 |
Fair Value Measurements - Recur
Fair Value Measurements - Recurring basis (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Money market funds | ||
Fair Value Measurements | ||
Amount of asset transferred into level 3 | $ 0 | $ 0 |
Amount of asset transferred out of level 3 | 0 | 0 |
Recurring | ||
Fair Value Measurements | ||
Total assets measured at fair value | 123,770 | 27,866 |
Total current liabilities measured at fair value | 1,243 | |
Total liabilities measured at fair value | 500 | 1,798 |
Recurring | Acquisition-related contingent consideration | ||
Fair Value Measurements | ||
Contingent consideration, current | 500 | 343 |
Contingent consideration, long-term | 555 | |
Recurring | Acquisition-related contingent consideration - pension liability | ||
Fair Value Measurements | ||
Contingent consideration, current | 900 | |
Recurring | Money market funds | ||
Fair Value Measurements | ||
Cash and cash equivalents | 94,165 | 27,866 |
Recurring | U.S. Treasury securities | ||
Fair Value Measurements | ||
Cash and cash equivalents | 4,964 | |
Recurring | Marketable securities - U.S. Treasury securities due in 3 - 6 months | ||
Fair Value Measurements | ||
Marketable securities | 24,641 | |
Recurring | Level 1 | ||
Fair Value Measurements | ||
Total assets measured at fair value | 94,165 | 27,866 |
Recurring | Level 1 | Money market funds | ||
Fair Value Measurements | ||
Cash and cash equivalents | 94,165 | 27,866 |
Recurring | Level 2 | ||
Fair Value Measurements | ||
Total assets measured at fair value | 29,605 | |
Recurring | Level 2 | U.S. Treasury securities | ||
Fair Value Measurements | ||
Cash and cash equivalents | 4,964 | |
Recurring | Level 2 | Marketable securities - U.S. Treasury securities due in 3 - 6 months | ||
Fair Value Measurements | ||
Marketable securities | 24,641 | |
Recurring | Level 3 | ||
Fair Value Measurements | ||
Total current liabilities measured at fair value | 1,243 | |
Total liabilities measured at fair value | 500 | 1,798 |
Recurring | Level 3 | Acquisition-related contingent consideration | ||
Fair Value Measurements | ||
Contingent consideration, current | $ 500 | 343 |
Contingent consideration, long-term | 555 | |
Recurring | Level 3 | Acquisition-related contingent consideration - pension liability | ||
Fair Value Measurements | ||
Contingent consideration, current | $ 900 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in fair value (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Fair Value Measurements | |
Beginning balance | $ 1,798 |
Accretion - earnout | 356 |
Deduction - earnout | (249) |
Contingent consideration payment | (1,405) |
Ending balance | $ 500 |
Fair Value Measurements - Narra
Fair Value Measurements - Narratives (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Feb. 29, 2024 USD ($) | Aug. 31, 2023 USD ($) Milestone | Dec. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Apr. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Aug. 03, 2022 USD ($) | |
Fair Value Measurements | |||||||
Current contingent consideration | $ 500 | $ 500 | $ 1,243 | ||||
Contingent consideration, pension plan terminated and released | $ 900 | ||||||
Payments for contingent consideration | 1,095 | ||||||
Accumulated accretion and relative contingent consideration | 0 | ||||||
908 Devices GmbH | |||||||
Fair Value Measurements | |||||||
Contingent consideration, pension plan terminated and released | $ 900 | $ 900 | $ 900 | ||||
Payments for contingent consideration | $ 500 | ||||||
908 Devices GmbH | Subsequent event | |||||||
Fair Value Measurements | |||||||
Payments for contingent consideration | $ 500 | ||||||
908 Devices GmbH | Share Purchase and Transfer Agreement Contingent Consideration | |||||||
Fair Value Measurements | |||||||
Number Of Milestones Achieved | Milestone | 2 | ||||||
Total Number Of Milestones | Milestone | 3 | ||||||
Payments for contingent consideration | $ 500 | ||||||
908 Devices GmbH | Share Purchase and Transfer Agreement Contingent Consideration | Subsequent event | |||||||
Fair Value Measurements | |||||||
Payments for contingent consideration | $ 500 | ||||||
908 Devices GmbH | |||||||
Fair Value Measurements | |||||||
Contingent consideration | $ 2,000 |
Marketable Securities (Details)
Marketable Securities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Marketable Securities | ||
Gross Unrealized Gain | $ 13 | |
Purchases of marketable securities | 48,874 | |
Proceeds from sales and maturities of marketable securities | 24,519 | |
Realized gains on sales of marketable securities | $ 0 | |
Marketable securities | 24,641 | |
U.S. Treasury securities | ||
Marketable Securities | ||
Purchases of marketable securities | 48,900 | |
Proceeds from sales and maturities of marketable securities | 24,500 | |
Realized gains on sales of marketable securities | 800 | |
Marketable securities | ||
Marketable Securities | ||
Amortized Cost | 24,628 | |
Gross Unrealized Gain | 13 | |
Fair Value | $ 24,641 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Inventory | ||
Raw materials | $ 11,294 | $ 8,343 |
Work-in-progress | 1,717 | 2,722 |
Finished goods | 1,927 | 1,448 |
Total | 14,938 | 12,513 |
Non cash transfers to Property, Plant and Equipment | $ 1,000 | $ 900 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, net - Goodwill narratives (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets, net | ||
Goodwill | $ 10,367,000 | $ 10,050,000 |
Goodwill impairment | $ 0 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, net - Goodwill rollforward (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Goodwill | |
Balances at beginning of period | $ 10,050 |
Foreign currency impact | 317 |
Balances at end of period | $ 10,367 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, net - Intangible Assets, net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets, net | ||
Cost | $ 8,424 | $ 8,424 |
Accumulated amortization | (1,220) | (343) |
Translation adjustments | 656 | 407 |
Net Book Value | 7,860 | 8,488 |
Customer Relationships | ||
Goodwill and Intangible Assets, net | ||
Cost | 3,142 | 3,142 |
Accumulated amortization | (580) | (163) |
Translation adjustments | 240 | 150 |
Net Book Value | 2,802 | 3,129 |
Developed Technology | ||
Goodwill and Intangible Assets, net | ||
Cost | 4,967 | 4,967 |
Accumulated amortization | (487) | (137) |
Translation adjustments | 395 | 243 |
Net Book Value | 4,875 | 5,073 |
Software | ||
Goodwill and Intangible Assets, net | ||
Cost | 254 | 254 |
Accumulated amortization | (108) | (30) |
Translation adjustments | 18 | 11 |
Net Book Value | 164 | 235 |
Trade Name | ||
Goodwill and Intangible Assets, net | ||
Cost | 61 | 61 |
Accumulated amortization | (45) | (13) |
Translation adjustments | 3 | 3 |
Net Book Value | $ 19 | $ 51 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, net - Amortization expense of intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets, net | ||
Amortization expense of intangible assets | $ 877 | $ 343 |
Cost of revenue | ||
Goodwill and Intangible Assets, net | ||
Amortization expense of intangible assets | 428 | 167 |
Selling, general and administrative expenses | ||
Goodwill and Intangible Assets, net | ||
Amortization expense of intangible assets | $ 449 | $ 176 |
Goodwill and Intangible Asset_7
Goodwill and Intangible Assets, net - Estimated future amortization expense of intangible assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets, net | ||
2024 | $ 860 | |
2025 | 841 | |
2026 | 775 | |
2027 | 765 | |
2028 | 765 | |
Thereafter | 3,854 | |
Net Book Value | $ 7,860 | $ 8,488 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property and Equipment | ||
Property and equipment, gross | $ 9,289 | $ 7,800 |
Less: Accumulated depreciation and amortization | (5,947) | (4,717) |
Total Property, Plant and Equipment, Net | 3,342 | 3,083 |
Depreciation expense | 1,500 | 1,300 |
Laboratory and demonstration equipment | ||
Property and Equipment | ||
Property and equipment, gross | 8,267 | 6,642 |
Computer equipment and software | ||
Property and Equipment | ||
Property and equipment, gross | 202 | 186 |
Furniture and fixtures | ||
Property and Equipment | ||
Property and equipment, gross | 372 | 194 |
Construction in progress | ||
Property and Equipment | ||
Property and equipment, gross | 53 | 757 |
Leasehold improvements | ||
Property and Equipment | ||
Property and equipment, gross | $ 395 | $ 21 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accrued Expenses | ||
Accrued employee compensation and benefits | $ 5,994 | $ 4,909 |
Accrued warranty | 942 | 1,119 |
Accrued professional fees | 560 | 677 |
Contingent consideration | 500 | 1,243 |
Accrued other | 717 | 899 |
Total accrued expenses | $ 8,713 | $ 8,847 |
Accrued Expenses - Changes in p
Accrued Expenses - Changes in product warranty obligation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Changes in product warranty obligation | ||
Accrual balance at beginning of period | $ 1,119 | $ 1,593 |
Provision for new warranties | 1,273 | 1,396 |
Settlements and adjustments made during the period | (1,450) | (1,870) |
Accrual balance at end of period | $ 942 | $ 1,119 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Aug. 04, 2023 | Nov. 02, 2022 | Mar. 11, 2021 | Sep. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Long-Term Debt | |||||||
Annual interest rate | 7% | ||||||
Loss on extinguishment | $ (192) | $ (47) | |||||
2021 Revolver | |||||||
Long-Term Debt | |||||||
Loan capacity | $ 25,000 | ||||||
Maturity date | Mar. 11, 2024 | ||||||
Unrestricted minimum cash required pursuant to financial covenants of the loan | $ 10,000 | ||||||
Annual interest rate above the otherwise applicable rate upon the occurrence of an event of default | 5% | ||||||
Line of credit outstanding | $ 0 | ||||||
2021 Revolver | Minimum | |||||||
Long-Term Debt | |||||||
Annual interest rate | 4% | ||||||
2022 Revolver | |||||||
Long-Term Debt | |||||||
Loan capacity | $ 10,000 | 35,000 | |||||
Loss on extinguishment | $ 500 | ||||||
Line of credit outstanding | $ 15,000 | ||||||
Debt instrument covenant, minimum balance on account at or through lender | 20,000 | ||||||
2022 Revolver | SVB | |||||||
Long-Term Debt | |||||||
Amount of early termination penalties | $ 300 | ||||||
2022 Revolver | Minimum | |||||||
Long-Term Debt | |||||||
Amount of minimum unrestricted and unencumbered cash minus advances | $ 10,000 | $ 10,000 | |||||
Term of cash burn period for minimum unrestricted and unencumbered cash minus advances | 9 months | 9 months | |||||
2019 Loan | |||||||
Long-Term Debt | |||||||
Repayment of loan | $ 14,500 | ||||||
Loss on extinguishment | $ 200 | ||||||
Prime rate | 2021 Revolver | Minimum | |||||||
Long-Term Debt | |||||||
Spread on basis rate (percentage) | 0.50% | ||||||
Prime rate | 2022 Revolver | Minimum | |||||||
Long-Term Debt | |||||||
Spread on basis rate (percentage) | 0.50% | 0.50% | |||||
Annual interest rate | 4.50% | 3.50% |
Long-Term Debt - Summary (Detai
Long-Term Debt - Summary (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Long-Term Debt | |
Principal amount of long-term debt | $ 15,000 |
Long-term debt, net of discount and current portion | $ 15,000 |
Post-Retirement Benefit Oblig_2
Post-Retirement Benefit Obligations (Details) $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 USD ($) employee | Dec. 31, 2022 USD ($) | Apr. 30, 2023 USD ($) | Aug. 31, 2022 USD ($) | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Release of pension liability | $ 0.9 | |||
908 Devices GmbH | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Number of employees involved in the foreign pension plan | employee | 1 | |||
Pension liability | $ 0.9 | |||
Release of pension liability | $ 0.9 | $ 0.9 | ||
Pension contributions | $ 0 | $ 0 |
Warrants (Details)
Warrants (Details) - Warrants to purchase common stock - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Warrants | ||
Exercise price | $ 9.17 | $ 9.17 |
Number of Preferred Shares Issuable under Warrant | 92,703 | 92,703 |
Warrants Expiring in 2027 | ||
Warrants | ||
Number of Preferred Shares Issuable under Warrant | 49,078 | 49,078 |
Warrants Expiring in 2028 | ||
Warrants | ||
Number of Preferred Shares Issuable under Warrant | 43,625 | 43,625 |
Equity (Details)
Equity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 22, 2020 | |
Equity | |||
Total preferred and common shares authorized | 105,000,000 | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common Stock | |||
Equity | |||
Number of votes per common share | one vote |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of plans (Details) - shares | 1 Months Ended | 12 Months Ended | |||
Jan. 01, 2024 | Dec. 17, 2020 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Performance stock units | |||||
Stock-Based Compensation | |||||
Equivalent share | 1 | ||||
Maximum payout percentage | 100% | ||||
2012 Plan | |||||
Stock-Based Compensation | |||||
Remaining shares available for future issuance | 0 | ||||
2020 Employee Stock Option and Incentive Plan | |||||
Stock-Based Compensation | |||||
Remaining shares available for future issuance | 1,506,580 | ||||
Total number of shares of common stock that may be issued | 1,843,771 | ||||
Threshold number of shares reserved and available for issuance under the plan as a percent of the outstanding number of shares of common stock | 4% | ||||
Annual increase in number of common stock shares reserved and available for issuance under the plan | 1,300,761 | ||||
2020 Employee Stock Option and Incentive Plan | Performance stock units | |||||
Stock-Based Compensation | |||||
Granted | 53,794 | ||||
2020 ESPP | |||||
Stock-Based Compensation | |||||
Remaining shares available for future issuance | 772,487 | ||||
Shares issued | 93,644 | 56,486 | |||
2020 ESPP | Maximum | |||||
Stock-Based Compensation | |||||
Threshold number of shares reserved and available for issuance under the plan as a percent of the outstanding number of shares of common stock | 1% | ||||
Annual increase in number of common stock shares reserved and available for issuance under the plan | 307,295 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock option valuation (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
2020 Employee Stock Option and Incentive Plan | ||
Stock-Based Compensation | ||
Risk-free interest rate | 4.10% | 2.70% |
Expected volatility | 69% | 67% |
Expected dividend yield | 0% | 0% |
Expected term (in years) | 6 years | 6 years |
2020 ESPP | ||
Stock-Based Compensation | ||
Risk-free interest rate | 5.30% | 3.20% |
Expected volatility | 82% | 90% |
Expected dividend yield | 0% | 0% |
Expected term (in years) | 6 months | 6 months |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Additional Disclosures | ||
Weighted Contractual Term | 6 years 4 months 24 days | 6 years 8 months 12 days |
Weighted Contractual Term, Vested and expected to vest at end of period | 6 years 4 months 24 days | |
Weighted Contractual Term, Exercisable at end of period | 5 years 7 months 6 days | |
Aggregate Intrinsic Value | $ 14,917 | $ 10,311 |
Aggregate Intrinsic Value, Vested and expected to vest at end of period | 14,855 | |
Aggregate Intrinsic Value, Exercisable at end of period | 12,768 | |
Remaining unrecognized stock-based compensation expense | $ 3,400 | |
Employee Stock Option [Member] | ||
Number of Shares | ||
Outstanding at beginning of period | 2,471,365 | |
Granted | 411,512 | |
Exercised | (264,971) | |
Forfeited | (190,489) | |
Outstanding at end of period | 2,427,417 | 2,471,365 |
Weighted Average Exercise Price | ||
Outstanding at beginning of period | $ 5.78 | |
Granted | 8.80 | |
Exercised | 1.63 | |
Forfeited | 10.93 | |
Outstanding at end of period | 6.34 | $ 5.78 |
Vested and expected to vest at end of period | 6.30 | |
Exercisable at end of period | $ 5.07 | |
Additional Disclosures | ||
Aggregate intrinsic value of stock options exercised | $ 1,700 | $ 10,300 |
Weighted average period for recognition of stock-based compensation expense | 2 years 1 month 6 days | |
Weighted average grant-date fair value of stock options granted | $ 5.77 | $ 9.61 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted stock units activity (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Restricted stock units | |||
Number of shares | |||
Outstanding at beginning of period | 1,059,529 | ||
Granted | 1,221,725 | ||
Vested and released | (299,845) | ||
Forfeited | (140,728) | ||
Unvested at end of period | 1,840,681 | 1,059,529 | |
Weighted Average Granted Date Fair Value | |||
Outstanding at beginning of period | $ 17.38 | ||
Granted | 8.69 | $ 15.21 | |
Vested and released | 17.58 | ||
Forfeited | 14.82 | ||
Unvested at end of period | $ 11.77 | $ 17.38 | |
Unrecognized compensation expense | $ 15.4 | ||
Weighted average period for recognition of stock-based compensation expense | 2 years 7 months 6 days | ||
Aggregate intrinsic value of stock options exercised | $ 2.5 | $ 0.9 | |
Performance stock units | |||
Weighted Average Granted Date Fair Value | |||
Granted | $ 3.99 | ||
Vested and released | $ 0 | ||
Unrecognized compensation expense | $ 0.1 | ||
Weighted average period for recognition of stock-based compensation expense | 2 years 1 month 6 days |
Stock-Based Compensation - St_3
Stock-Based Compensation - Stock-based compensation expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Stock-Based Compensation | ||
Stock-based compensation expense | $ 9,787 | $ 7,207 |
Cost of revenue | ||
Stock-Based Compensation | ||
Stock-based compensation expense | 577 | 286 |
Research and development expenses | ||
Stock-Based Compensation | ||
Stock-based compensation expense | 2,691 | 1,659 |
Selling, general and administrative expenses | ||
Stock-Based Compensation | ||
Stock-based compensation expense | $ 6,519 | $ 5,262 |
Leases - Summary (Details)
Leases - Summary (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jan. 02, 2018 USD ($) ft² $ / shares shares | Oct. 31, 2022 USD ($) ft² | Jul. 31, 2022 USD ($) ft² | Dec. 31, 2023 USD ($) ft² | Dec. 31, 2022 USD ($) | |
Leases | |||||
Existence of options to extend lease | true | ||||
Operating lease cost | $ 2,176 | $ 2,337 | |||
Minimum | |||||
Leases | |||||
Remaining lease term | 1 year | ||||
Maximum | |||||
Leases | |||||
Remaining lease term | 7 years | ||||
Renewal term | 2 years | ||||
Operating Lease in Boston, Massachusetts | |||||
Leases | |||||
Area of facility | ft² | 37,500 | ||||
Security deposit | $ 500 | ||||
Fair value of warrants | $ 300 | ||||
Increase in annualized base rent | 2.50% | ||||
Operating Lease in Boston, Massachusetts | Series D Preferred Stock | |||||
Leases | |||||
Number of shares into which warrants may be converted | shares | 43,625 | ||||
Purchase price, per share | $ / shares | $ 5.6351 | ||||
Morrisville, North Carolina (New NC Lease) | |||||
Leases | |||||
Area of facility | ft² | 13,300 | ||||
Lease term | 88 months | ||||
Operating lease cost | $ 4,000 | ||||
Braunschweig, Germany (New Operating lease Agreement) | |||||
Leases | |||||
Area of facility | ft² | 7,500 | ||||
Lease term | 60 months | ||||
Operating lease cost | $ 400 | ||||
Facility Lease in North Carolina | |||||
Leases | |||||
Area of facility | ft² | 2,000 |
Leases - Components of lease ex
Leases - Components of lease expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Components of lease expense | ||
Operating lease cost | $ 2,176 | $ 2,337 |
Short-term lease cost | 70 | 43 |
Variable lease cost | 133 | 9 |
Total | $ 2,379 | $ 2,389 |
Leases - Supplemental disclosur
Leases - Supplemental disclosure of cash flow information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 2,118 | $ 1,800 |
Operating lease liabilities arising from obtaining right-of-use assets | $ 3,017 | |
Weighted-average remaining lease term - operating leases (in years) | 3 years 11 months 15 days | 2 years 9 months |
Weighted-average discount rate - operating leases | 8.40% | 9.50% |
Leases - Minimum lease payments
Leases - Minimum lease payments (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Minimum lease payments | |
2024 | $ 2,432 |
2025 | 2,002 |
2026 | 581 |
2027 | 595 |
2028 | 509 |
Thereafter | 838 |
Total future minimum lease payments | 6,957 |
Less: imputed interest | (1,012) |
Total operating lease liabilities | $ 5,945 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Aug. 03, 2022 USD ($) Milestone | Feb. 29, 2024 USD ($) | Aug. 31, 2023 USD ($) Milestone | Dec. 31, 2023 USD ($) item | Dec. 31, 2023 USD ($) item | Dec. 31, 2022 USD ($) | Apr. 30, 2023 USD ($) | |
Commitments and Contingencies | |||||||
Contingent consideration, pension plan terminated and released | $ 900 | ||||||
Payments for contingent consideration | $ 1,095 | ||||||
Accumulated accretion and relative contingent consideration | $ 0 | ||||||
Royalty Arrangements | |||||||
Number of parties with royalty arrangements | item | 2 | 2 | |||||
Future minimum annual royalty payments | $ 100 | $ 100 | |||||
401(k) Savings Plan | |||||||
Employer contributions to defined contribution plan | 500 | $ 500 | |||||
908 Devices GmbH | |||||||
Commitments and Contingencies | |||||||
Number of milestone based earnouts under Trace purchase agreement | Milestone | 3 | 3 | |||||
Contingent consideration - pension liability | $ 900 | ||||||
Contingent consideration, pension plan terminated and released | $ 900 | $ 900 | $ 900 | ||||
Number of milestone based earnouts payment achieved under Trace purchase agreement | Milestone | 2 | ||||||
Payments for contingent consideration | $ 500 | ||||||
908 Devices GmbH | |||||||
Commitments and Contingencies | |||||||
Contingent consideration | 2,000 | ||||||
Contingent consideration - pension liability | $ 900 | ||||||
Subsequent event | 908 Devices GmbH | |||||||
Commitments and Contingencies | |||||||
Payments for contingent consideration | $ 500 |
Net Loss - Basic and diluted lo
Net Loss - Basic and diluted loss per share (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Net loss | ||
Net loss per share, basic | $ (1.13) | $ (1.07) |
Net loss per share, diluted | $ (1.13) | $ (1.07) |
Net Loss - Anti-dilutive Shares
Net Loss - Anti-dilutive Shares (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Net loss | ||
Anti-dilutive securities | 4,414,595 | 3,623,597 |
Warrants to purchase common stock | ||
Net loss | ||
Anti-dilutive securities | 92,703 | 92,703 |
Options to purchase common stock | ||
Net loss | ||
Anti-dilutive securities | 2,427,417 | 2,471,365 |
Performance stock units | ||
Net loss | ||
Anti-dilutive securities | 53,794 | |
Restricted stock units | ||
Net loss | ||
Anti-dilutive securities | 1,840,681 | 1,059,529 |
Income Taxes - Reconciliation (
Income Taxes - Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Reconciliation of federal statutory income tax rate to effective income tax rate | ||
Federal statutory income tax rate | (21.00%) | (21.00%) |
State income taxes, net of federal benefit | (3.20%) | (4.70%) |
Federal and state research and development tax credits | (5.00%) | (5.10%) |
Nondeductible items | 3.10% | (1.70%) |
Change in valuation allowance | 25.50% | 32.50% |
Effective income tax rate | (0.60%) | (0.00%) |
Income Taxes - Net deferred tax
Income Taxes - Net deferred tax liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | |||
Net operating loss carryforwards | $ 27,221 | $ 23,210 | |
Research and development tax credit carryforwards | 10,557 | 8,722 | |
Lease liability | 1,362 | 1,139 | |
Deferred Revenue | 2,527 | 3,268 | |
Accrued expenses and other | 5,421 | 4,314 | |
Capitalization under Section 174(a) | 7,172 | 3,857 | |
Total deferred tax assets | 54,260 | 44,510 | |
Deferred tax liabilities: | |||
Right-of-use asset | (1,394) | (1,000) | |
Intangible assets | (2,482) | (2,671) | |
Total deferred tax liabilities | (3,876) | (3,671) | |
Valuation allowance | (52,825) | (43,510) | $ (32,631) |
Net deferred tax liabilities | $ (2,441) | $ (2,671) |
Income Taxes - Additional discl
Income Taxes - Additional disclosures (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes | ||
Income Tax Expense (Benefit) | $ (211) | $ 0 |
Uncertain tax position | 0 | |
Accrued interest or penalties related to uncertain tax positions | 0 | 0 |
Interest and penalties expense | 0 | $ 0 |
U.S. federal | ||
Income Taxes | ||
Gross operating loss carryforwards | 108,200 | |
Gross operating losses that do not expire | 73,800 | |
Research and development tax credit carryforwards | 7,200 | |
State | ||
Income Taxes | ||
Gross operating loss carryforwards | 77,400 | |
Research and development tax credit carryforwards | $ 4,100 |
Income Taxes - Valuation allowa
Income Taxes - Valuation allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Valuation allowance | ||
Deferred tax liabilities | $ 2,441 | $ 2,671 |
Valuation allowance as of beginning of year | 43,510 | 32,631 |
Increases recorded to income tax provision | 9,315 | 10,879 |
Valuation allowance as of end of year | $ 52,825 | $ 43,510 |
Acquisition - Additional inform
Acquisition - Additional information (Details) - USD ($) $ in Thousands | 5 Months Ended | |
Aug. 03, 2022 | Dec. 31, 2022 | |
908 Devices GmbH | ||
Acquisition | ||
Contingent consideration - pension liability | $ 900 | |
908 Devices GmbH | ||
Acquisition | ||
Percentage of share capital acquired | 100% | |
Total potential contractual purchase price | $ 17,300 | |
Initial cash payment plus | 14,400 | |
Cash in contingent consideration upon achievement of certain milestones | $ 2,000 | |
Cash in contingent consideration upon achievement of certain milestones, period | 24 months | |
Contingent consideration - pension liability | $ 900 | |
Revenue | $ 800 | |
Net loss | $ 100 |
Acquisition - Preliminary alloc
Acquisition - Preliminary allocation of purchase consideration (Details) - USD ($) $ in Thousands | Aug. 03, 2022 | Dec. 31, 2023 | Dec. 31, 2022 |
Assets acquired and liabilities assumed: | |||
Goodwill | $ 10,367 | $ 10,050 | |
908 Devices GmbH | |||
Consideration Transferred: | |||
Cash paid | $ 14,400 | ||
Net cash and working capital adjustment | 113 | ||
Contingent consideration - pension liability | 900 | ||
Contingent consideration - earnout | 737 | ||
Total consideration transferred | 16,150 | ||
Assets acquired and liabilities assumed: | |||
Cash and cash equivalents | 638 | ||
Accounts receivable | 168 | ||
Inventory | 364 | ||
Prepaid expenses and other current assets | 11 | ||
Property and equipment, net | 32 | ||
Goodwill | 9,566 | ||
Indemnification assets | 917 | ||
Pension liability | (917) | ||
Accounts payable, accrued expenses and other current liabilities | (306) | ||
Deferred tax liability, net | (2,672) | ||
Other liabilities | (75) | ||
Total | 16,150 | ||
908 Devices GmbH | Customer Relationships | |||
Assets acquired and liabilities assumed: | |||
Intangible assets | 3,142 | ||
908 Devices GmbH | Developed Technology | |||
Assets acquired and liabilities assumed: | |||
Intangible assets | 4,967 | ||
908 Devices GmbH | Software | |||
Assets acquired and liabilities assumed: | |||
Intangible assets | 254 | ||
908 Devices GmbH | Trade Name | |||
Assets acquired and liabilities assumed: | |||
Intangible assets | 61 | ||
908 Devices GmbH | |||
Consideration Transferred: | |||
Contingent consideration - pension liability | $ 900 |
Acquisition - Pro forma Results
Acquisition - Pro forma Results (Details) - 908 Devices GmbH $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Business Acquisition [Line Items] | |
Revenue (unaudited) | $ 47,982 |
Pre-tax loss (unaudited) | $ (33,191) |
Segment Reporting and Geograp_3
Segment Reporting and Geographic Data (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | |
Segment Reporting and Geographic Data | ||
Number of operating segment | segment | 1 | |
Long-lived assets | $ 9,575 | $ 7,915 |
United States | ||
Segment Reporting and Geographic Data | ||
Long-lived assets | 9,014 | 7,852 |
All other countries | ||
Segment Reporting and Geographic Data | ||
Long-lived assets | $ 561 | $ 63 |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |
Mar. 01, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | |
Restricted stock units | |||
Subsequent Event [Line Items] | |||
Restricted stock granted | 1,221,725 | ||
Employee Stock Option [Member] | |||
Subsequent Event [Line Items] | |||
Stock options granted | 411,512 | ||
Exercise price per share | $ 1.63 | ||
Subsequent event | Restricted stock units | 2020 Employee Stock Option and Incentive Plan | |||
Subsequent Event [Line Items] | |||
Vesting period | 4 years | ||
Aggregate fair value of options granted | $ 7.9 | ||
Subsequent event | Restricted stock units and performance based stock units. | 2020 Employee Stock Option and Incentive Plan | |||
Subsequent Event [Line Items] | |||
Restricted stock granted | 1,073,620 | ||
Subsequent event | Employee Stock Option [Member] | 2020 Employee Stock Option and Incentive Plan | |||
Subsequent Event [Line Items] | |||
Stock options granted | 398,404 | ||
Vesting period | 4 years | ||
Exercise price per share | $ 7.35 | ||
Aggregate fair value of equity instruments other than options granted | $ 2.1 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (36,399) | $ (33,563) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |