Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 20, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | BIORA THERAPEUTICS, INC. | ||
Entity Central Index Key | 0001580063 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 38,960,310 | ||
Entity Common Stock, Shares Outstanding | 30,313,428 | ||
Entity File Number | 001-39334 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 27-3950390 | ||
Entity Address, Address Line One | 4330 La Jolla Village Drive | ||
Entity Address, Address Line Two | Suite 300 | ||
Entity Address, City or Town | San Diego | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92122 | ||
City Area Code | 833 | ||
Local Phone Number | 727-2841 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | BIOR | ||
Security Exchange Name | NASDAQ | ||
Documents Incorporated by Reference | None | ||
Auditor Name | KPMG LLP | ||
Auditor Location | San Diego, California | ||
Auditor Firm ID | 185 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash, cash equivalents and restricted cash | $ 15,211 | $ 30,486 |
Income tax receivable | 830 | 828 |
Prepaid expenses and other current assets | 3,030 | 4,199 |
Current assets of disposal group held for sale | 0 | 2,603 |
Total current assets | 19,071 | 38,116 |
Property and equipment, net | 1,156 | 1,654 |
Right-of-use assets | 1,614 | 1,482 |
Other assets | 3,302 | 6,201 |
Goodwill | 6,072 | 6,072 |
Total assets | 31,215 | 53,525 |
Current liabilities: | ||
Accounts payable | 2,843 | 3,606 |
Accrued expenses and other current liabilities | 17,319 | 16,161 |
Warrant liabilities | 40,834 | 3,538 |
Related party senior secured convertible notes, current portion | 1,976 | 0 |
Total current liabilities | 62,972 | 23,305 |
Convertible notes, net of unamortized discount of $259 and $4,914 as of December 31, 2023 and December 31,2022, respectively | 9,966 | 127,811 |
Senior secured convertible notes, net of unamortized discount of $ 11,066 and $0 as of Devember 31, 2023 and December 31, 2022, respectively (Note 7) | 14,591 | 0 |
Related party senior secured convertible notes net of unamortized discount of $7,951 and $0 as of December 31, 2023 and December 31, 2022, respectively (including future interest of $9,747and $0 as of December 31, 2023 and December 31, 2022, respectively) (Note 7) | 19,179 | 0 |
Derivative liabilities | 22,899 | 0 |
Other long-term liabilities | 3,029 | 4,696 |
Total liabilities | 132,636 | 155,812 |
Commitments and contingencies (Note 9) | ||
Stockholders' deficit: | ||
Common stock - $0.001 par value.164,000,000 shares authorized as of December 31,2023 and December 31,2022; 28,574,918 and 9,098,844 shares issued as of December 31,2023 and December 31,2022 respectively; 27,837,563 and 8,928,498 shares outstanding as of December 31,2023 and December 31,2022, respectively. | 25 | 8 |
Additional paid-in capital | 868,591 | 743,626 |
Accumulated deficit | (950,958) | (826,843) |
Treasury stock - at cost; 737,355 and 170,346 shares of common stock as of December 31, 2023 and December 31, 2022, respectively | (19,079) | (19,078) |
Total stockholders' deficit | (101,421) | (102,287) |
Total liabilities and stockholders' deficit | $ 31,215 | $ 53,525 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 164,000,000 | 164,000,000 |
Common stock, shares issued | 28,574,918 | 9,098,844 |
Common stock, shares outstanding | 27,837,563 | 8,928,498 |
Treasury stock, at cost shares | 737,355 | 170,346 |
Convertible Notes | ||
Unamortized discount | $ 259 | $ 4,914 |
Senior Secured Convertible Notes | ||
Unamortized discount | 11,066 | 0 |
Related Party Senior Secured Convertible Notes | ||
Unamortized discount | 7,951 | 0 |
Future interest | $ 9,747 | $ 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues | $ 4 | $ 305 |
Operating expenses: | ||
Research and development | 29,838 | 24,049 |
Selling, general and administrative | 37,309 | 38,037 |
Total operating expenses | 67,147 | 62,086 |
Loss from operations | (67,143) | (61,781) |
Interest expense, net | (9,815) | (10,990) |
Gain on warrant liabilities | 18,004 | 20,904 |
Other (expense) income, net | (65,470) | 2,617 |
Loss before income taxes | (124,424) | (49,250) |
Income tax benefit | (90) | (420) |
Loss from continuing operations | (124,334) | (48,830) |
Gain from discontinued operations | 219 | 10,673 |
Net loss | $ (124,115) | $ (38,157) |
Net loss per share from continuing operations, basic | $ (7.88) | $ (6.4) |
Net loss per share from continuing operations, diluted | (7.88) | (6.4) |
Net gain per share from discontinued operations, basic | 0.01 | 1.4 |
Net gain per share from discontinued operations, diluted | 0.01 | 1.4 |
Net loss per share, basic | (7.87) | (5) |
Net loss per share, diluted | $ (7.87) | $ (5) |
Weighted average shares outstanding, basic | 15,773,297 | 7,635,107 |
Weighted average shares outstanding, diluted | 15,773,297 | 7,635,107 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Treasury Stock |
Beginning Balance at Dec. 31, 2021 | $ (84,976) | $ 6 | $ 722,782 | $ (788,686) | $ (19,078) |
Beginning Balance, shares at Dec. 31, 2021 | 7,429,458 | (154,569) | |||
Issuance of stock, net | 9,282 | $ 1 | 9,281 | ||
Issuance of stock, net, shares | 1,117,155 | ||||
Issuance of common stock under employee stock purchase plan | 98 | 98 | |||
Issuance of common stock under employee stock purchase plan, shares | 6,694 | ||||
Issuance of common stock upon vesting of restricted stock units | (267) | (267) | |||
Issuance of common stock upon vesting of restricted stock units, shares | 45,287 | (15,777) | |||
Issuance of common stock upon conversion of interest, net, shares | 500,250 | ||||
Issuance of common stock upon conversion of interest, net | 3,929 | $ 1 | 3,928 | ||
Related party troubled debt restructuring | 0 | ||||
Stock-based compensation expense | 7,804 | 7,804 | |||
Net loss | (38,157) | (38,157) | |||
Ending Balance at Dec. 31, 2022 | (102,287) | $ 8 | 743,626 | (826,843) | $ (19,078) |
Ending Balance, shares at Dec. 31, 2022 | 9,098,844 | (170,346) | |||
Issuance of stock, net | 17,488 | $ 6 | 17,482 | ||
Issuance of stock, net, shares | 8,245,273 | ||||
Issuance of common stock upon vesting of restricted stock units | (1,960) | $ 1 | (1,960) | $ (1) | |
Issuance of common stock upon vesting of restricted stock units, shares | 1,370,520 | (567,009) | |||
Issuance of common stock upon conversion of debt | 67,431 | $ 10 | 67,421 | ||
Issuance of common stock upon conversion of debt, shares | 9,860,281 | ||||
Related party troubled debt restructuring | 25,547 | 25,547 | |||
Stock-based compensation expense | 16,475 | 16,475 | |||
Net loss | (124,115) | (124,115) | |||
Ending Balance at Dec. 31, 2023 | $ (101,421) | $ 25 | $ 868,591 | $ (950,958) | $ (19,079) |
Ending Balance, shares at Dec. 31, 2023 | 28,574,918 | (737,355) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Activities: | ||
Net loss | $ (124,115) | $ (38,157) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Gain from discontinued operations | (219) | (10,673) |
Depreciation and amortization | 555 | 907 |
Stock-based compensation expense | 16,475 | 7,804 |
Loss on extinguishment of convertible notes and accrued interest | 6,363 | 2,722 |
Amortization of debt discount | 1,601 | 1,419 |
Inducement loss on convertible notes | 53,198 | 0 |
Loss on disposal of property and equipment | 15 | 543 |
Impairment of property and equipment | 100 | 545 |
Change in fair value of derivative liabilities | 3,915 | 0 |
Change in fair value of warrant liabilities | (18,004) | (20,904) |
Loss (gain) on investment in Enumera Molecular, Inc. | 3,000 | (5,731) |
Changes in operating assets and liabilities: | ||
Income tax receivable | (2) | (828) |
Prepaid expenses and other current assets | 998 | 3,387 |
Accounts payable | (1,172) | (5,072) |
Accrued expenses and other liabilities | 10,677 | (417) |
Other long-term liabilities | (1,884) | (1,720) |
Net cash used in operating activities - continuing operations | (48,499) | (66,175) |
Net cash provided by operating activities - discontinued operations | 0 | 1,758 |
Net cash used in operating activities | (48,499) | (64,417) |
Investing Activities: | ||
Purchases of property and equipment | (103) | (792) |
Proceeds from sale of property and equipment | 11 | 0 |
Net cash used in investing activities - continuing operations | (92) | (792) |
Net cash provided by investing activities - discontinued operations | 2,535 | 0 |
Net cash provided by (used in) investing activities | 2,443 | (792) |
Financing Activities: | ||
Proceeds from issuance of common stock | 18,137 | 9,014 |
Proceeds from issuance of common stock warrants | 8,000 | 3,318 |
Tax payments to settle restricted stock units | (1,960) | 0 |
Proceeds from issuance of common stock under employee stock purchase plan | 0 | 98 |
Proceeds from issuance of senior secured convertible notes | 10,000 | 0 |
Payments for financing of insurance premiums | (2,264) | (5,120) |
Payments for offering costs | (1,132) | 0 |
Principal payments on capital lease obligations | 0 | (12) |
Net cash provided by financing activities | 30,781 | 7,298 |
Net decrease in cash, cash equivalents and restricted cash | (15,275) | (57,911) |
Cash, cash equivalents and restricted cash at beginning of period | 30,486 | 88,397 |
Cash, cash equivalents and restricted cash at end of period | 15,211 | 30,486 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 2,277 | 5,871 |
Cash paid for income taxes | 18 | 31 |
Supplemental schedule of non-cash investing and financing activities: | ||
Conversion of convertible notes to common stock and warrants | 51,000 | 0 |
Related party troubled debt restructuring | 25,547 | 0 |
Exchange of convertible notes for senior secured convertible notes and warrants | 18,000 | 0 |
Conversion of accrued interest in exchange for senior secured convertible notes | 6,953 | 0 |
Investment in Enumera Molecular Inc. in exchange for assets | 0 | 6,000 |
Issuance of common stock and re-priced warrants upon settlement of accrued interest | 0 | 3,929 |
Issuance of warrants upon settlement of accrued interest | 0 | 2,300 |
Leased assets obtained in exchange for operating lease liabilities | 1,344 | 2,922 |
Change in fair value of re-priced equity classified warrants | 0 | 619 |
Equity financing issuance costs incurred but not paid | 49 | 116 |
Debt issuance costs incurred but not paid | 350 | 0 |
Issuance of common stock in settlement in accrued expenses | 0 | 98 |
Purchases of property and equipment in accounts payable | $ 12 | $ 86 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Note 1. Organization and Description of Business Biora Therapeutics, Inc. (the “Company” or “Biora” or "Biora Therapeutics") is a clinical-stage biotechnology company developing oral biotherapeutics that could enable new treatment approaches in the delivery of therapeutics. The Company's pipeline includes two therapeutic delivery platforms: • NaviCap TM Targeted Oral Delivery Platform: Delivery of therapeutics to the site of disease in the gastrointestinal tract designed to improve outcomes for patients with Inflammatory Bowel Disease; and • BioJet TM Systemic Oral Delivery Platform: Designed to replace injection with needle-free, oral delivery of large molecules for better management of chronic diseases. Biora Therapeutics, a Delaware corporation, was formerly known as Progenity, Inc. (“Progenity”), and commenced operations in 2010 with its corporate office located in San Diego, California. The Company's historical operations included a licensed Clinical Laboratory Improvement Amendments and College of American Pathologists certified laboratory located in Michigan specializing in molecular testing markets serving women’s health providers in the obstetric, gynecological, fertility, and maternal fetal medicine specialty areas in the United States. Previously, the Company's core business was focused on the carrier screening and noninvasive prenatal test market, targeting preconception planning, and routine pregnancy management for genetic disease risk assessment. Through its former affiliation with Mattison Pathology, LLP, a Texas limited liability partnership doing business as Avero Diagnostics (“Avero”), the Company’s operations also included anatomic and molecular pathology testing products. In order to refocus efforts and resources on its research and development pipeline, in June 2021, the Company announced a strategic transformation ("Strategic Transformation") that included the closure of the Progenity genetics laboratory and in December 2021, the Company sold Avero, together referred to as the Laboratory Operations. The Company has reported all revenues and expenses associated with its Laboratory Operations as discontinued operations; see Note 3 for additional information. In April 2022, the Company announced that it would rebrand to better reflect the current focus on its therapeutics pipeline, and changed its name to Biora Therapeutics, Inc. On December 29, 2022, the Company filed a certificate of amendment (the "Certificate of Amendment") to its eighth amended and restated certificate of incorporation to effect, as of January 3, 2023, a 1-for-25 reverse split of the Company's common stock (the "Reverse Stock Split"). On January 3, 2023, the Company effected the Reverse Stock Split. See Note 2 for additional information. Liquidity As of December 31, 2023, the Company had cash and cash equivalents of $ 15.0 million, restricted cash of $ 0.2 million and a working capital deficit. The Company had an accumulated deficit of $ 951.0 million as of December 31, 2023. For the year ended December 31, 2023, the Company reported a net loss of $ 124.1 million and cash used in operating activities of $ 48.5 million. The Company’s primary sources of capital have historically been the sale of common stock and warrants, private placements of preferred stock and the incurrence of debt. As of December 31, 2023, the Company had a face value of $ 40.9 million of 11.00 %/ 13.00 % convertible senior secured notes due 2028 ("2028 Convertible Notes") outstanding and a face value of $ 10.2 million of 7.25 % convertible senior notes due 2025 ("2025 Convertible Notes" and together with the 2028 Convertible Notes, the "Convertible Notes") outstanding (see Note 7). Management does not expect that the Company's current cash and cash equivalents will be sufficient to fund its operations for at least 12 months from the issuance date of the consolidated financial statements for the year ended December 31, 2023, and will require additional capital to fund the Company's operations. As a result, substantial doubt exists about the Company’s ability to continue as a going concern for 12 months following the issuance date of the consolidated financial statements for the year ended December 31, 2023. The Company’s ability to continue as a going concern is dependent upon its ability to raise additional funding. Management believes that the Company’s liquidity position as of the date of this filing provides sufficient runway to achieve important research and development pipeline milestones. Management intends to raise additional capital through equity offerings and/or debt financings, or from other potential sources of liquidity, which may include new collaborations, licensing or other commercial agreements for one or more of the Company’s research programs or patent portfolios or divestitures of the Company's assets. Adequate funding, if needed, may not be available to the Company on acceptable terms, or at all. The Company’s ability to raise additional funds may be adversely impacted by potential worsening global economic conditions and the disruptions to, and volatility in, the credit and financial markets in the United States and worldwide. If the Company is unable to raise capital when needed or on attractive terms, it would be forced to delay, reduce, or eliminate its research and development programs or other operations. If any of these events occur, the Company’s ability to achieve its operational goals would be adversely affected. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation The Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of Biora Therapeutics and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The consolidated financial statements and notes thereto give retrospective effect, where applicable, to the Reverse Stock Split for all periods presented. All common stock, options exercisable for common stock, restricted stock units (“RSUs”) , warrants and per share amounts contained in the consolidated financial statements have been retrospectively adjusted to reflect the Reverse Stock Split for all periods presented. Concurrent with the Reverse Stock Split the Company effected a reduction in the number of authorized shares of common stock from 350,000,000 shares to 164,000,000 shares. 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 and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates include the valuation of stock options, the valuation of goodwill, the valuation of the derivative liabilities associated with the 2028 Convertible Notes, accrual for reimbursement claims and settlements, the valuation of warrant liabilities, the valuation of assets held for sale, assessing future tax exposure and the realization of deferred tax assets, and the useful lives and the recoverability of property and equipment. The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities and recorded revenues and expenses that are not readily apparent from other sources. Actual results could differ from those estimates and assumptions. Operating Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker or decision-making group in making decisions on how to allocate resources and assess performance. The Company views its operations and manages its business as one operating segment. All revenues are attributable to U.S.-based operations and all assets are held in the United States. Assets Held for Sale and Discontinued Operations Assets and liabilities are classified as held for sale when all of the following criteria for a plan of sale have been met: (1) management, having the authority to approve the action, commits to a plan to sell the assets; (2) the assets are available for immediate sale, in their present condition, subject only to terms that are usual and customary for sales of such assets; (3) an active program to locate a buyer and other actions required to complete the plan to sell the assets have been initiated; (4) the sale of the assets is probable and is expected to be completed within one year; (5) the assets are being actively marketed for a price that is reasonable in relation to their current fair value; and (6) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or the plan will be withdrawn. When all of these criteria have been met, the assets and liabilities are classified as held for sale in the consolidated balance sheet. Assets classified as held for sale are reported at the lower of their carrying value or fair value less costs to sell. Depreciation and amortization of assets ceases upon designation as held for sale. Discontinued operations comprise activities that were disposed of, discontinued or held for sale at the end of the period, represent a separate major line of business that can be clearly distinguished for operational and financial reporting purposes and represent a strategic business shift having a major effect on the Company’s operations and financial results according to Accounting Standard Codification (“ASC”) Topic 205, Presentation of Financial Statements . Additional details surrounding the Company's assets and liabilities held for sale and discontinued operations are included in Note 3 . Cash and Cash Equivalents including Concentration of Credit Risk The Company considers all highly liquid investment instruments purchased with an initial maturity of three months or less to be cash equivalents. The Company limits its exposure to credit loss by placing its cash and cash equivalents in financial institutions with high credit ratings. The Company’s cash and cash equivalents may consist of deposits held with banks, money market funds, or other highly liquid investments that may at times exceed federally insured limits. Cash equivalents are financial instruments that potentially subject the Company to concentrations of risk, to the extent of amounts recorded in the balance sheets. The Company performs evaluations of its cash equivalents and the relative credit standing of these financial institutions and limits the amount of credit exposure with any one institution. Management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. Restricted Cash Restricted cash consists of collateral required for the Company's bank-issued credit cards with balanc es of $ 0.2 million and $ 0 as of December 31, 2023 and December 31, 2022 , respectively. Investments The Company accounts for investments in equity securities without a readily determinable fair value at cost, minus impairment. If the Company identifies observable price changes in orderly transactions for an identical or a similar investment of the same issuer, the Company will measure the equity security at fair value as of the date that the observable transaction occurred in accordance with ASC Topic 321, Investments-Equity Securities . The Company accounts for impairment of investments in equity securities by reviewing these assets for impairment whenever events or changes in circumstances indicate that the fair value of the security is less than its carrying amount. Property and Equipment, Net Property and equipment are stated at cost. Assets acquired under capital leases are stated at the present value of future minimum lease payments. Depreciation is recognized on a straight-line basis over the estimated useful lives of the related assets as follows: Property and Equipment Estimated Useful Life (in years) Computers and software 3 Laboratory equipment 5 Furniture, fixtures, and office equipment 8 Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or the useful life of the asset. Leases The Company determines if an arrangement is or contains a lease at inception. For leases with a term greater than one year, lease right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. In determining the net present value of lease payments, the Company uses its incremental borrowing rate which represents an estimated rate of interest that the Company would have to pay to borrow equivalent funds on a collateralized basis at the lease commencement date. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations. Goodwill Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Goodwill is not amortized but instead is tested annually for impairment at the reporting unit level, or more frequently when events or changes in circumstances indicate that fair value of the reporting unit has been reduced to less than its carrying value. The Company may choose to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative assessment. If a quantitative assessment is deemed necessary, the Company compares the fair value of the reporting unit with its carrying amount, including goodwill. An impairment loss will be recognized if the reporting unit’s carrying amount exceeds its fair value, to the extent that it does not exceed the total carrying amount of goodwill. No impairment existed as of December 31, 2023 or December 31, 2022 . Impairment of Long-Lived Assets The Company accounts for the impairment of long-lived assets, such as property and equipment, by reviewing these assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company first compares undiscounted future cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted-cash-flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. The Company recorded impairment of $ 0.1 million and $ 0.5 million during the years ended December 31, 2023 and December 31, 2022 , respectively. Fair Value of Financial Instruments The Company’s financial assets and liabilities are carried at fair value or at amounts that, because of their short-term nature, approximate current fair value, with the exception of its Convertible Notes, which are carried at amortized cost. The carrying value of the Company’s accounts receivable, accounts payable, and accrued expenses and other current liabilities are considered to be representative of their respective fair values because of their short-term nature (see Note 6 ). Embedded Derivatives Related to Convertible Notes In December 2023, the Company issued the 2028 Convertible Notes with embedded derivatives that are required to be bifurcated from the host contract and remeasured to fair value at each balance sheet date. Any resulting gain or loss related to the change in the fair value of the embedded derivatives are recorded to other income, net in the consolidated statements of operations. Common Stock Warrant Liabilities The Company accounts for common stock warrants issued as freestanding instruments in accordance with applicable accounting guidance as either liabilities or as equity instruments depending on the specific terms of the warrant agreements. Warrants classified as liabilities are remeasured each period until settled or until classified as equity. Any resulting gain or loss related to the changes in the fair value of the warrant liabilities are recorded to gain (loss) on warrant liabilities in the consolidated statements of operations. Changes in the Company’s inputs and assumptions, such as the Company’s stock price and volatility of common stock, could result in material changes in the valuation in future periods. Revenue Recognition Revenue is recognized in accordance with the Financial Accounting Standards Board (“FASB”) ASC Topic 606 , Revenue from Contracts with Customers (“ASC 606”). In accordance with ASC 606, the Company follows a five-step process to recognize revenues: 1) identify the contract with the customer, 2) identify the performance obligations, 3) determine the transaction price, 4) allocate the transaction price to the performance obligations and 5) recognize revenues when the performance obligations are satisfied. Revenue was primarily derived from providing molecular testing products, which were reimbursed through arrangements with third-party payors, laboratory distribution partners, and amounts from individual patients. Third-party payors include commercial payors, such as health insurance companies, health maintenance organizations and government health benefit programs, such as Medicare and Medicaid. The Company’s contracts generally contained a single performance obligation, which was the delivery of the test results, and the Company satisfied its performance obligation at a point in time upon the delivery of the results, which then triggered the billing for the product. The amount of revenue recognized reflects the amount of consideration the Company expected to be entitled to ("transaction price") and considered the effects of variable consideration. Revenue was recognized when control of the promised product was transferred to customers, in an amount that reflected the consideration the Company expected to be entitled to in exchange for those products. Repairs and Maintenance The Company incurs maintenance costs on its major equipment. Repair and maintenance costs are expensed as incurred. Research and Development Research and development expenses consist primarily of costs associated with performing research and development activities to develop new products. Research and development expenses also consist of personnel expenses, including salaries, bonuses, stock-based compensation expense, and benefits, and allocated overhead costs. Research and development expenses are expensed as incurred. Selling, General and Administrative Selling, general and administrative expenses consist primarily of personnel costs, including salaries, bonuses, stock-based compensation expense, and benefits, for the Company's finance and accounting, legal, human resources, and other administrative teams. Additionally, these expenses include costs for communication, conferences, and professional fees of audit, legal, and recruiting services. Selling, g eneral and administrative expenses are expensed as incurred . Stock-Based Compensation Stock-based compensation related to stock options, RSUs and the 2020 Employee Stock Purchase Plan (“ESPP”) awards granted to the Company’s employees is measured at the grant date based on the fair value of the award. The fair value is recognized as expense over the requisite service period, which is generally the vesting period of the respective awards. Compensation related to service-based awards is recognized starting on the grant date on a straight-line basis over the vesting period, which is typically four years . For the ESPP, the requisite service period is generally the period of time from the offering date to the purchase date. In addition, the Company grants stock option awards that vest upon achievement of certain performance criteria ("Performance Awards"). The fair value is recognized as expense over the requisite service period when the Company has concluded that achieving the performance criteria is probable. The probability of achieving the performance criteria is assessed each reporting period. The Company accounts for the forfeitures in the period in which they occur. The fair value of RSUs is estimated based on the closing price of the Company's common stock on the date of the grant. The fair value of stock options, ESPP awards and Performance Awards is estimated using the Black-Scholes option-pricing model and is affected by the Company’s assumptions regarding a number of complex and subjective variables. These variables include, but are not limited to, the fair value of the common stock at the date of grant, the expected term of the awards, the expected stock price volatility over the term of the awards, risk-free interest rate, and dividend rate. The Company’s inputs and assumptions with respect to these variables are as follows: Fair Value of Common Stock — Prior to the IPO, the Company’s common stock was not publicly traded, therefore the Company estimated the fair value of its common stock. Following the initial public offering of the Company's common stock (the "IPO"), the fair value of the Company’s common stock for awards with service-based vesting is the closing price of its common stock on the date of grant or other relevant determination date. Expected Term —The expected term represents the period that the stock-based awards are expected to be outstanding. The Company determines the expected term using the simplified method. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the options. For stock options granted to non-employees, the expected term equals the remaining contractual term of the option from the vesting date. For the ESPP, the expected term is the period of time from the offering date to the purchase date. Expected Volatility —Given the limited period of time the Company’s stock has been traded in an active market, the expected volatility is estimated by taking the average historical volatility for industry peers, consisting of several public companies in the Company’s industry that are similar in size, stage, or financial leverage, over a period of time commensurate with the expected term of the awards. Risk-Free Interest Rate —The risk-free interest rate is calculated using the average of the published interest rates of U.S. Treasury zero-coupon issues with maturities that are commensurate with the expected term. Dividend Rate —The dividend yield assumption is zero , as the Company has no plans to pay dividends. Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock and potentially dilutive securities outstanding for the period. As the Company has reported net losses for all periods presented, all potentially dilutive securities are antidilutive and, accordingly, basic net loss per share equals diluted net loss per share. Income Taxes The Company accounts for income taxes under the asset-and-liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50 % likely of being realized. Changes in recognition or measurement are recognized in the period in which the change in judgment occurs. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Comprehensive Loss The Company did no t have any other comprehensive income or loss for any of the periods presented, and therefore comprehensive loss was the same as the Company’s net loss. Emerging Growth Company Status The Company is an emerging growth company (“EGC”), as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, EGCs can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. Recent Accounting Pronouncements Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses , which requires the measurement of expected credit losses for financial instruments carried at amortized cost, such as accounts receivable, held at the reporting date based on historical experience, current conditions and reasonable forecasts. The main objective of this standard is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financing Instruments–Credit Losses , which included an amendment of the effective date. The Company adopted this standard on January 1, 2023 , and it did no t have a material impact on the consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU No. 2020-06 , Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40)-Accounting for Convertible Instruments and Contracts in an Entity's Own Equity , which simplifies the accounting for convertible instruments, amends the guidance on derivative scope exceptions for contracts in an entity's own equity, and modifies the guidance on diluted earnings per share calculations as a result of these changes. The Company adopted this standard on January 1, 2024, and it did not have a material impact on the consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09 , Improvements to Income Tax Disclosures , which introduces new and enhanced income tax disclosure requirements. The standard is effective for the Company for annual reporting periods beginning after December 15, 2025. The Company is currently evaluating the impact the adoption of this standard may have on its consolidated financial statements and related disclosures. |
Strategic Transformation
Strategic Transformation | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Strategic Transformation | Note 3. Strategic Transformation Assets Held for Sale and Discontinued Operations In June 2021, the Company announced its Strategic Transformation to reallocate resources to research and development to better position the business for future growth. The plan included the closure of the Company's genetics laboratory in Ann Arbor, Michigan and the divestiture of Avero. This plan represented a strategic business shift having a major effect on the Company's operations and financial results. The Company classified the results of its Laboratory Operations as discontinued operations in its consolidated statements of operations and consolidated statements of cash flows. Additionally, the remaining assets are reported as assets held for sale in the Company’s consolidated balance sheets as of December 31, 2022 and there are no remaining assets as of December 31, 2023. The following table presents the results of discontinued operations of the Laboratory Operations for the years ended December 31, 2023 and December 31, 2022 (in thousands): Years Ended December 31, 2023 2022 Revenues (1) $ 1,219 $ 11,848 Operating expenses: Selling, general and administrative (2) 1,000 1,175 Total operating expenses 1,000 1,175 Net income from discontinued operations $ 219 $ 10,673 (1) Refer to Note 9 for further discussion regarding the reversal of a previously established accrual related to a third-party claim of recoupment. (2) Refer to Note 9 for further discussion regarding the accrual of amounts related to the IPO litigation. The following table presents the carrying amount of the remaining assets held for sale related to the Laboratory Operations as of December 31, 2022 (in thousands): December 31, Current assets of disposal group held for sale Property and equipment, net 2,603 Total current assets of disposal group held for sale $ 2,603 In October 2023, the Company entered into a purchase and sale agreement to sell the building located in Ann Arbor, Michigan included in current assets held for sale. The transaction closed in October 2023 and the Company received gross proceeds of $ 2.8 million, incurred closing expenses of $ 0.2 million. As of December 31, 2023 assets held for sale was zero . Investment in Enumera Molecular, Inc. In May 2022, the Company completed the divesture of its single-molecule detection platform. Under the terms of the agreements, the Company contributed intellectual property and fixed assets related to the single-molecule detection platform to a newly formed entity, Enumera Molecular, Inc. ("Enumera"), which intends to develop and commercialize the platform. As of the transaction date, the Company received 25 % minority ownership, on a fully diluted basis, of 6,000,000 Series A-1 preferred shares with an estimated value of $ 6.0 million in exchange for the assets. The Company concluded, based on a technical evaluation of the facts, that Enumera is not a variable interest entity. The Company also evaluated the characteristics of the investment and determined that the preferred stock is not in-substance common stock that would require equity method accounting. The Company concluded the appropriate accounting treatment for the investment in Enumera to be that of an equity security with no readily determinable fair value and has recorded the investment at cost, less impairment, adjusted for subsequent observable price changes. The investment is included in other assets in the Company’s consolidated balance sheets . The Company recognized a gain of $ 5.7 million on the investment during the year ended December 31, 2022 included in other (expense) income, net on the consolidated statements of operations. The Company determined the fair value was less than carrying value as of December 31, 2023 based on their negative cash flows from operations and for the year ended December 31, 2023 recorded a $ 3.0 million impairment loss on its investment, included in other (expense) income, net on the consolidated statements of operations. In March 2024, the Company entered into a stock purchase agreement, pursuant to which it sold its Series A-1 preferred shares for $ 3.0 million. Licensing Agreements In November 2022, the Company entered into a license agreement with Northwest Pathology, doing business as Avero Diagnostics (“Northwest”), pursuant to which the Company licensed its Preecludia rule-out test for preeclampsia to Northwest for commercial development (the “Northwest License Agreement”). Under the terms of the Northwest License Agreement, Northwest received the rights to assets and intellectual property related to the Preecludia test and the Company will receive commercial milestone payments and royalties on net sales. In June 2023, the Company entered into a purchase and license agreement with a diagnostics company pursuant to which the Company sold certain assets and licensed intellectual property related to preeclampsia for research and development (the “Preeclampsia Agreement”). Under the terms of the Preeclampsia Agreement, the Company received a one-time payment for the sale of assets, including the sale of rights to certain antibody sequences, during the year ended December 31, 2023 and recorded $ 1.5 million of other income . In May 2023, the Company entered into a professional services agreement with an affiliate of Enumera, a related party. Pursuant to the agreement, the affiliate will assist in selling legacy assets. The Company incurred $ 0.4 million in other expenses in connection with the agreement. |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Note 4. Revenues The Company's current revenue is related to license and collaboration agreements. Revenues historically were derived from contracts with healthcare insurers, government payors, laboratory partners and patients related to tests provided to patients. The Company evaluated its contracts and identified a single performance obligation, the delivery of a test result. The Company satisfied its performance obligation at a point in time upon the delivery of the test result, at which point the Company billed for its products. The amount of revenue recognized reflected the transaction price and considered the effects of variable consideration. All of the historical test revenue is part of the Company's Laboratory Operations and has been included in discontinued operations in the consolidated statements of operations. The Company had established an accrual for refunds of payments previously made by healthcare insurers based on historical experience and executed settlement agreements with healthcare insurers. Any refunds were accounted for as reductions in revenues in the statement of operations as an element of variable consideration. The Company periodically updated its estimate of the variable consideration recognized for previously delivered performance obligations. These updates resulted in an additional $ 2.0 million of revenue for the year ended December 31, 2022 and zero for the year ended December 31, 2023. These amounts included (i) adjustments for actual collections versus estimated variable consideration as of the beginning of the reporting period and (ii) cash collections and the related recognition of revenue in the current period for tests delivered in prior periods due to the release of the constraint on variable consideration, offset by (iii) reductions in revenue for the accrual for reimbursement claims and settlements described in Note 9 . |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Note 5. Balance Sheet Components Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2023 2022 Prepaid expenses $ 2,443 $ 3,634 Other current assets 587 565 Total $ 3,030 $ 4,199 Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): December 31, 2023 2022 Computers and software $ 1,193 $ 2,715 Building and leasehold improvements 803 750 Laboratory equipment 423 958 Furniture, fixtures, and office equipment 799 1,138 Construction in progress 45 92 Total property and equipment 3,263 5,653 Less accumulated depreciation and amortization ( 2,107 ) ( 3,999 ) Property and equipment, net $ 1,156 $ 1,654 Depreciation expense included in continuing operations was $ 0.6 million and $ 0.9 million for the years ended December 31, 2023 and 2022, respectively. Other Assets Other assets consisted of the following (in thousands): December 31, 2023 2022 Investment in Enumera $ 3,000 $ 6,000 Other 302 201 Total $ 3,302 $ 6,201 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2023 2022 Accrual for reimbursement claims and legal settlements, current (1) $ 6,337 $ 8,372 Commissions and bonuses 2,469 1,433 Vacation and payroll benefits 1,367 1,724 Accrued professional services 2,914 307 Accrued interest 173 890 Lease liabilities, current 896 893 Insurance financing 401 445 Contract liabilities 542 47 Other (2) 2,220 2,050 Total $ 17,319 $ 16,161 (1) Revenues related to Laboratory Operations have all been discontinued; amounts related to the revenue reserve generated from the Laboratory Operations remain on the balance sheet. (2) Included in this amount are contracts that the Company is responsible for that were expensed in discontinued operations in 2021. Other Long-term Liabilities Other long-term liabilities consisted of the following (in thousands): December 31, 2023 2022 Lease liabilities, net of current portion 818 601 Other (1) 2,211 4,095 Total $ 3,029 $ 4,696 (1) Included in this amount are contracts that the Company is responsible for that were expensed in discontinued operations in 2021. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 6. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The authoritative guidance establishes a three-level valuation hierarchy that prioritizes the inputs to valuation techniques used to measure fair value based upon whether such inputs are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions made by the reporting entity. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The three-level hierarchy for the inputs to valuation techniques is summarized as follows: Level 1 - Quoted prices in active markets for identical assets and liabilities that the Company has the ability to access. Level 2 - Observable market-based inputs or unobservable inputs that are corroborated by market data, such as quoted prices, interest rates, and yield curves. Level 3 - Inputs that are unobservable data points that are not corroborated by market data. There were no significant transfers between these fair value measurement classifications during the years ended December 31, 2023 and 2022. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value (in thousands): Level 1 Level 2 Level 3 December 31, 2023 Derivative liabilities $ — $ — $ 22,899 Warrant liabilities $ — $ — $ 40,834 December 31, 2022 Money market funds (1) $ 5 $ — $ — Warrant liabilities $ — $ — $ 3,538 (1) Included in cash, cash equivalents and restricted cash in the accompanying consolidated balance sheets. The Company issued 2028 Convertible Notes (see Note 7 ) that contain conversion features that are required to be bifurcated and recorded as embedded derivative liabilities in the consolidated balance sheet. The Company utilized a binomial pricing model to determine the fair value of the conversion features, which utilizes significant unobservable inputs. The fair value of the embedded derivatives as of December 31, 2023 was estimated using a binomial pricing model with the following inputs and assumptions: As of December 31, 2023 Risk-free interest rate 3.8 % - 4.3 % Expected volatility 84.3 % - 95.7 % Stock price $ 1.35 Discount Rate 28.7 % - 28.9 % The Company’s Level 3 liabilities consist of the warrant liabilities resulting from equity financings (see Note 10) and the Convertible Note exchanges (see Note 7 ). The Company uses the Black-Scholes Model to value the Level 3 warrant liabilities at inception and on subsequent valuation dates. This model incorporates transaction details such as the Company’s stock price, contractual terms, maturity, risk free rates, and volatility. The significant unobservable input for the warrant liabilities includes volatility. Given the limited period of time the Company’s stock has been traded in an active market, the expected volatility is estimated by taking the average historical price volatility for industry peers, consisting of several public companies in the Company’s industry that are similar in size, stage, or financial leverage, over a period of time commensurate to the expected term of the warrants. At December 31, 2023 and 2022, the fair value of the warrant liabilities were estimated using the Black-Scholes Model with the following inputs and assumptions: As of December 31, 2023 2022 Risk-free interest rate 3.8 % - 4.1 % 4.0 % Expected volatility 95.6 % - 101.8 % 106.2 % - 107.1 % Stock price $ 1.35 $ 3.30 Expected life (years) 2.5 - 5.0 3.6 - 5.4 A summary of the changes in the Level 3 classified liabilities is presented below (in thousands): Warrant Liabilities Derivative Liabilities Balance at December 31, 2021 $ 18,731 $ — Recognition of new warrant liabilities 2,990 — Change in fair value ( 18,183 ) — Balance at December 31, 2022 $ 3,538 $ — Recognition of new warrant liabilities 63,393 — Recognition of derivative liabilities — 18,984 Change in fair value ( 26,097 ) 3,915 Balance at December 31, 2023 $ 40,834 $ 22,899 |
Convertible Notes
Convertible Notes | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Notes | Note 7. Convertible Notes The following table summarizes significant terms of the Company’s Convertible Notes at December 31, 2023 (in thousands): December 31, 2023 Face Value Carrying Value Fair Value 1 Stated Interest Rate Effective Interest Rate 2028 Convertible Notes $ 23,500 $ 14,591 $ 14,846 11 - 13 % 48.9 % Related Party 2028 Convertible Notes $ 17,383 $ 21,155 $ 10,982 11 - 13 % ( 22.0 )% 2025 Convertible Notes $ 10,225 $ 9,966 $ 5,984 7.25 % 8.7 % (1) To estimate the fair value of the 2028 Convertible Notes, the Company used a binomial pricing model. Including the derivative liabilities of $ 22.9 million, the 2028 Convertible Notes fair value using the with method is $ 48.7 million. To estimate the fair value of the 2025 Convertible Notes, t he Company used unadjusted quoted prices in the active market obtained from third-party pricing services. The following table summarizes significant terms of the Company’s Convertible Notes at December 31, 2022 (in thousands): December 31, 2022 Face Value Carrying Value Fair Value 2 Stated Interest Rate Effective Interest Rate 2025 Convertible Notes $ 132,725 $ 127,811 $ 71,790 7.25 % 8.7 % (2) The Company used unadjusted quoted prices in the active market obtained from third-party pricing services to determine the fair value of the 2025 Convertible Notes. The carrying value of the Convertible Notes does not approximate their fair values because the carrying values reflect the balance of unamortized discount related to the derivative liabilities associated with the value of the conversion features assessed at inception. The Company amortizes the debt discount using the effective interest method over the term of the Convertible Notes. As of December 31, 2023 and 2022, the unamortized debt discount on the 2025 Convertible Notes was $ 0.3 million and $ 4.9 million, respectively, and the amortization of the debt discount was $ 1.3 million and $ 1.4 million, respectively, and is included in interest expense, net in the consolidated statements of operations. As of December 31, 2023, the unamortized debt discount on the 2028 Convertible Notes was $ 19.0 million and the amortization of the debt discount was $ 0.3 million and is included in interest expense, net in the consolidated statements of operations. 2025 Convertible Notes In December 2020, the Company issued a total of $ 168.5 million principal amount of 2025 Convertible Notes in a private offering of the Convertible Notes pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The 2025 Convertible Notes were issued pursuant to, and are governed by, an indenture, dated as of December 7, 2020 , by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee ("Indenture"). The 2025 Convertible Notes are due on December 1, 2025 , unless earlier repurchased, redeemed or converted, and accrue interest at a rate per annum equal to 7.25 % payable semi-annually in arrears on June 1 and December 1 of each year, with the initial payment on June 1, 2021 . During the years ended December 31, 2023 and 2022, the Company recognized interest expense on the 2025 Convertible Notes of $ 8.4 million and $ 9.6 million, respectively. The 2025 Convertible Notes are the Company's senior, unsecured obligations and are (i) equal in right of payment with the Company's existing and future senior, unsecured indebtedness; (ii) senior in right of payment to the Company's existing and future indebtedness that is expressly subordinated to the 2025 Convertible Notes; (iii) effectively subordinated to the Company's existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company's subsidiaries. At any time, noteholders may convert their 2025 Convertible Notes at their option into shares of the Company’s common stock, together, if applicable, with cash in lieu of any fractional share, at the then-applicable conversion rate. The initial conversion rate is 11.1204 shares of common stock per $1,000 principal amount of 2025 Convertible Notes, which represents an initial conversion price of approximately $ 89.92 per share of common stock. Noteholders that converted their 2025 Convertible Notes before December 1, 2022 were, in certain circumstances, entitled to an additional cash payment representing the present value of any remaining interest payments on the 2025 Convertible Notes through December 1, 2022. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain dilutive events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time. The 2025 Convertible Notes are redeemable, in whole and not in part, at the Company’s option at any time on or after December 1, 2023 , at a cash redemption price equal to the principal amount of the 2025 Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such notice. In addition, calling the 2025 Convertible Notes will constitute a Make-Whole Fundamental Change, which will result in an increase to the conversion rate in certain circumstances for a specified period of time. The 2025 Convertible Notes have customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture). A s of December 31, 2023 and December 31, 2022, the Company was in compliance with all such covenants. The 2025 Convertible Notes had a conversion option which was required to be bifurcated upon issuance and periodically remeasured to fair value separately as an embedded derivative. The conversion feature was bifurcated and recorded separately as an embedded derivative remeasured at fair value each reporting period with changes in fair value recorded in the consolidated statement of operations. As of December 31, 2022, the conversion option expired and there was no longer a derivative liability. Note Exchanges In September 2023, certain related-party holders of 2025 Convertible Notes exchanged an aggregate of $ 50.0 million principal amount for a combination of 9,235,281 shares of the Company's common stock, 7,399,226 pre-funded warrants at an exercise price of $ 0.001 per share and warrants to purchase up to 16,634,507 shares of common stock at an exercise price of $ 3.01 per share. The warrants are exercisable on or after September 18, 2023 until September 18, 2026 and the pre-funded warrants have no expiration date. The pre-funded warrants and the warrants (together, the "September Warrants") are subject to certain exercise limitations, including a limitation on the ability to exercise if the holder’s beneficial ownership would exceed 49.9 %. As the 2025 Convertible Notes were exchanged for an amount over the fair value of shares issuable under the original conversion terms, the Company recorded an inducement loss of $ 53.2 million, included in other (expense) income, net in the consolidated statements of operations. Pursuant to ASC 815, the Company deemed the September Warra nts to be classified as a liability at fair value initially with subsequent changes in fair value recorded in earnings. The September Warrants were recorded at a fair value of $ 35.1 million determined using the Black-Scholes Model. In December 2023, the Company entered into Exchange Agreements (the “Note Exchange Agreements”) with certain holders of 2025 Convertible Notes to exchange an aggregate of $ 72.5 million principal amount for a combination of (i) $ 23.9 million in principal amount of 2028 Convertible Notes (ii) 625,000 shares of the Company's common stock, (iii) warrants to purchase 5,039,236 shares of common stock (the “Exchange Warrants”), and (iv) accrued and unpaid interest on the 2025 Convertible Notes. The Company also entered into Note Purchase Agreements (the “Note Purchase Agreements”), with certain investors (the "Purchasers") to purchase $ 17.0 million in principal amount of additional 2028 Convertible Notes from the Company for cash at par value. The Purchasers were granted warrants to purchase 5,084,613 shares of common stock (the “Additional Warrants”) and certain Purchasers were also granted warrants to purchase 7,352,941 shares of common stock (the “Commitment Warrants”). In connection with the Note Exchange Agreements and the Note Purchase Agreements, the Company has agreed to allow certain of the parties to designate one board observer. 2028 Convertible Notes The 2028 Convertible Notes were issued pursuant to, and are governed by, an indenture (the “2028 Convertible Notes Indenture”), dated December 19, 2023 , by and between the Company and GLAS Trust Company LLC, as trustee (the “Trustee”). The 2028 Convertible Notes will mature on the earlier of December 19, 2028 and the date that is 90 days prior to the maturity of the Convertible Notes solely to the extent there are Convertible Notes outstanding in a principal amount equal to or greater than $ 5.0 million as of such date, unless earlier repurchased, redeemed or converted. The Notes will accrue interest at a rate of 11.0 % per annum in the case of cash payment and 13.0 % in the case of blended payments or payments-in-kind, payable semi-annually in arrears on June 1 and December 1 of each year, with the initial payment on June 1, 2024 . During the year ended December 31, 2023 the Company recognized interest expense on the 2028 Convertible Notes of $ 0.1 million. The 2028 Convertible Notes are the Company’s senior secured obligations, and are secured by substantially all of the Company’s and its subsidiaries’ assets. The 2028 Convertible Notes are (i) senior in right of payment to the Company’s existing and future senior, unsecured indebtedness to the extent of the value of the collateral; and (ii) senior in right of payment to the Company’s existing and future indebtedness that is expressly subordinated to the 2028 Convertible Notes. At any time, noteholders may convert their 2028 Convertible Notes at their option into shares of the Company’s common stock, together, if applicable, with cash in lieu of any fractional share, at the then-applicable conversion rate. The initial conversion rate is 641.02564 shares of common stock per $1,000 principal amount of 2028 Convertible Notes, which represents an initial conversion price of approximately $ 1.56 per share of common stock. Noteholders that convert their 2028 Convertible Notes will be entitled to an additional premium payment representing the amount of certain of the remaining interest payments on the 2028 Convertible Notes as specified in the 2023 Indenture. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. The 2028 Convertible Notes are redeemable, in whole and not in part, at the Company’s option at any time on or after December 19, 2024 , and in some circumstances prior to that date, at a cash redemption price equal to the principal amount of the 2028 Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the Company’s common stock exceeds 150 % of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such notice. If certain corporate events that constitute a “Fundamental Change” (as defined in the Indenture) occur, then noteholders may require the Company to repurchase their Notes at a cash repurchase price equal to the principal amount of the 2028 Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s common stock. The 2028 Indenture contains covenants restricting the Company’s ability to incur indebtedness, incur liens, make restricted payments, make asset sales and engage in transactions with affiliates, subject to certain baskets. The 2028 Convertible Notes Indenture requires the Company to maintain minimum liquidity of $ 4.0 million and to add future assets to the collateral under the Security Agreement (as defined below) and to add future subsidiaries as guarantors under the Security Agreement. The 2028 Convertible Notes have customary provision relating to the occurrence of “Events of Default” (as defined in the Indenture). As of December 31, 2023, the Company was in compliance with all such covenants. The 2028 Convertible Notes have several conversion features which are required to be bifurcated upon issuance and periodically remeasured to fair value separately as an embedded derivative. The conversion features were bifurcated and recorded separately as an embedded derivative remeasured at fair value each reporting period with changes in fair value recorded in other (expense) income, net in the consolidated statement of operations. The note exchange with one holder of 2025 Convertible Notes constitutes a troubled debt restructuring ("TDR") under ASC 470, because the Company is experiencing financial difficulty and a concession has been granted by the holder. As the holder is a related party, the Company recorded the restructuring gain as a capital contribution resulting in $ 25.5 million of restructuring gain recorded within additional paid-in-capital as of December 31, 2023 . Following the TDR guidance under ASC 470, future interest payments of approximately $ 11.7 million were also included in the carrying value of the restructured senior secured convertible notes. The note exchange with the other holders of 2025 Convertible Notes is considered a debt extinguishment under ASC 470. As a result, the Company recorded a loss on debt extinguishment of $ 6.4 million, which is the difference between the fair value of the 2028 Convertible Notes combined with the fair value of the warrants, derivative liabilities and common stock and the net carrying value of the 2025 Convertible Notes, which included $ 0.5 million of unamortized debt discount and third-party fees of $ 0.3 million. The Exchange Warrants have an exercise price of $ 5.50 per share, the Commitment Warrants have an exercise price of $ 1.36 per share and are exercisable at any time on or after June 19, 2024 and the Additional Warrants have an exercise price of $ 5.00 per share. Each of the Exchange Warrants, the Commitment Warrants and the Additional Warrants (together the "December Warrants") are subject to certain exercise limitations, including a limitation on the ability to exercise if the holder’s beneficial ownership of common stock would exceed specified levels. Pursuant to ASC 815, the Company deemed the December Warra nts to be classified as a liability at fair value initially with subsequent changes in fair value recorded in earnings. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 8. Related Party Transactions In November 2022, the Company entered into a securities purchase agreement with affiliates of Athyrium Capital Management, LP (“Athyrium”) relating to the offering and sale of an aggregate of 500,250 shares of common stock and accompanying warrants to purchase 500,250 shares of common stock, at a combined purchase price of $ 7.50 per share and accompanying warrant in a registered direct offering. The warrants have an exercise price of $ 8.22 per share and became exercisable six months following the date of issuance and will expire five years following the initial exercise date. The Company received approximately $ 3.8 million in gross proceeds from the offering as an in-kind payment. The in-kind payment was in the form of a waiver of the Company’s cash interest payment obligation of approximately $ 3.8 million due on the 2025 Convertible Notes for the payment date occurring on December 1, 2022. Additionally, the Company agreed with Athyrium to amend outstanding warrants previously issued in 2021 to purchase up to 323,886 shares of common stock with an exercise price of $ 71.00 per share. The warrants have an amended exercise price of $ 8.22 per share, will become exercisable on May 9, 2023 and will expire five years following the initial exercise date. As of December 31, 2022, Athyrium held 1,694,484 shares, or 19.0 % of the Company's common stock outstanding and warrants to purchase up to 824,136 shares of common stock at an exercise price of $ 8.22 . Athyrium also held $ 103.5 million aggregate principal amount of 2025 Convertible Notes as of December 31, 2022. As of December 31, 2022 the accrued interest expense related to the 2025 Convertible Notes held by Athyrium was $ 0.6 million. In September 2023, Athyrium exchanged an aggregate of $ 50.0 million principal amount of 2025 Convertible Notes for a combination of 9,235,281 shares of the Company's common stock, 7,399,226 pre-funded warrants and warrants to purchase up to 16,634,507 shares of common stock at an exercise price of $ 3.01 (see Note 7). In December 2023, Athyrium exchanged an aggregate of $ 53.5 million principal amount of 2025 Convertible Notes for $ 10.4 million of 2028 Convertible Notes and warrants to purchase up to 5,039,236 shares of common stock at an exercise price of $ 5.50 per share. Additionally, Athyrium purchased $ 7.0 million of 2028 Convertible Notes with an in-kind payment in the form of a waiver of the Company’s cash interest payment obligation on the Convertible Notes and was granted warrants to purchase up to 2,085,372 shares of common stock at an exercise price of $ 5.00 per share (see Note 7). As of December 31, 2023 Athyrium held $ 17.4 million aggregate principal amount of 2028 Convertible Notes. Athyrium also held 10,929,763 shares, or 3 9.3 %, of the Company's common stock outstanding, 7,399,226 pre-funded warrants and warrants to purchase up to 24,583,231 shares of common stock at exercise prices ranging from of $ 3.01 to $ 8.22 as of December 31, 2023. In November 2022, the Company entered into a securities purchase agreement with an institutional investor relating to the offering and sale of an aggregate of 800,000 shares of common stock and accompanying warrants to purchase 800,000 shares of common stock, at a combined purchase price of $ 7.50 per share and accompanying warrant in a registered direct offering (see Note 10 ). Following this transaction, the institutional investor became a related party due to greater than 5 % ownership. On January 12, 2023, the Company issued warrants to purchase 90,000 shares of common stock to the institutional investor in exchange for the investor’s agreement to waive the lockup provisions contained in the November 2022 Offering (as defined below) securities purchase agreement. As of March 31, 2023 this institutional investor held less than 5 % of the Company's outstanding common stock and is no longer considered a related party. In June 2023, the Company entered into a securities purchase agreement with certain institutional and accredited investors relating to the offering and sale of 1,509,434 shares of common stock in a registered direct offering at an offering price of $ 5.30 per share. In addition, in a concurrent private placement, the Company issued unregistered warrants to purchase 3,018,868 shares of common stock (see Note 10 ) to the same investors. Following this transaction, the institutional and accredited investors became related parties due to greater than 5 % ownership. As of September 30, 2023 the institutional and accredited investors held less than 5 % of the Company's outstanding common stock and are no longer considered related parties. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9. Commitments and Contingencies Operating Leases The Company has entered into various non-cancelable operating lease agreements, primarily for office space, laboratory space, and equipment. In March 2023, the Company signed an amended lease agreement for certain office space in San Diego, California to decrease the office space and extend the term to June 2025. In August 2023, the Company signed a 36-month lease agreement for laboratory space in Dallas, Texas. The components of lease expense were as follows (in thousands): Year Ended 2023 2022 Operating lease costs $ 1,369 $ 1,531 Cash paid for operating leases $ 1,281 $ 1,609 Supplemental weighted-average information related to operating leases is as follows: December 31, 2023 2022 Weighted-average remaining lease term (years) 2.2 2.3 Weighted-average discount rate 9.7 % 7.8 % As of December 31, 2023, future lease payments under the non-cancelable operating leases were as follows (in thousands): Year ending December 31, Minimum 2024 $ 1,022 2025 590 2026 264 2027 18 2028 and thereafter — Total minimum lease payments 1,894 Less: interest ( 180 ) Present value of lease liabilities $ 1,714 Contingencies The Company, in the ordinary course of its business, can be involved in lawsuits, threats of litigation, and audit and investigative demands from third parties. While management is unable to predict the exact outcome of such matters, it is management’s current belief that any potential liabilities of Biora resulting from these contingencies, individually or in the aggregate, could have a material impact on the Company’s financial position and results of operations. The regulations governing government reimbursement programs ( e.g. , Medicaid, Tricare, and Medicare) and commercial payor reimbursement programs are complex and may be subject to interpretation. As a former provider of services to patients covered under government and commercial payor programs, post payment review audits, and other forms of reviews and investigations are routine. The Company believes it complied in all material respects with the statutes, regulations, and other requirements applicable to its former laboratory operations. Federal Investigations In April 2018, the Company received a civil investigative demand from an Assistant U.S. Attorney (“AUSA”) for the Southern District of New York and a Health Insurance Portability and Accountability Act subpoena issued by an AUSA for the Southern District of California (“SDCA”) around legacy commercial practices. In May 2018, the Company received a subpoena from the State of New York Medicaid Fraud Control Unit. On July 21, 2020, July 23, 2020 and October 1, 2020, the Company entered into agreements (the "Agreements") with certain governmental agencies and the 45 states participating in the settlement (“State AGs”) to resolve, with respect to such agencies and State AGs, all of such agencies’ and State AGs’ outstanding civil, and, where applicable, federal criminal investigations described above. In November 2022, the Company entered into an agreement to extend the deadline for the Company’s payment due on December 31, 2022 to July 15, 2023. The Company did not make any payments during the year ended December 31, 2022. In July 2023, the Company made payments of $ 1.7 million and entered into agreements to extend the deadline for the remaining payments to the following: • approximately $ 2.8 million on or before January 1, 2024; and • approximately $ 2.6 million on or before July 1, 2024. The remaini ng amounts payable to the government will be subject to interest at a rate of 1.25 % per annum, and any or all amounts may be paid earlier at the opti on of the Company. As of December 31, 2023, the Company’s accrual consisted of $ 5.3 million in accrued expens es and other current liabilities. In January 2024, the Company paid $ 2.8 million. Furthermore, the Company has agreed that, if during calendar years 2020 through 2023, and so long as amounts payable to the government remain unpaid, the Company receives any civil settlement, damages awards, or tax refunds, to the extent that the amounts exceed $ 5.0 million in a calendar year, it will pay 26 % of the amount received in such civil settlement, damages award, or tax refunds as an accelerated payment of the scheduled amounts set forth above, up to a maximum total acceleration of $ 4.1 million. The Company did no t receive any tax refunds during the years ended December 31, 2023 and 2022. Corporate Integrity Agreement In connection with the resolution of the investigated matters, and in exchange for the Office of Inspector General of the Department of Health and Human Services ("OIG") agreement not to exercise its authority to permissively exclude the Company from participating in federal healthcare programs, effective July 21, 2020, the Company entered into a five-year Corporate Integrity Agreement with the OIG. The Corporate Integrity Agreement requires, among other matters, that the Company maintain a Compliance Officer, a Compliance Committee, board review and oversight of certain federal healthcare compliance matters, compliance programs, and disclosure programs; provide management certifications and compliance training and education; engage an independent review organization to conduct claims and arrangements reviews; and implement a risk assessment and internal review process. In view of the Company’s Strategic Transformation, including cessation of its Laboratory Operations and related billing for services, effective March 7, 2023 the OIG agreed to suspend the Company’s obligations under the Corporate Integrity Agreement. Colorado Recoupment On July 21, 2021, the Company received a letter from the Colorado Department of Health Care Policy and Financing (the "Department"), informing the Company that, as a result of a post-payment review of Medicaid claims from October 2014 to June 2018, the Department is seeking recoupment for historical payments in an aggregate amount of approximately $ 5.7 million. In December 2021, the Company received additional correspondence informing them that the Department is seeking recoupment for an additional $ 3.3 million of historical payments from 2018. The historical payments for which the Department is seeking recoupment primarily relate to the Company's Preparent expanded carrier screening tests primarily on the basis that such tests were not medically necessary. The Company disputed these claims of recoupment with the Department and filed administrative complaints with the State of Colorado Office of Administrative Courts. During the year ended December 31, 2022, the Company concluded a settlement agreement resolution of the matter that included a dismissal of the complaints and a full release of all the claims, except for approximately $ 11,000 in claims, which the Company refunded. California Subpoena On July 19, 2021, the Company received a subpoena from the California Attorney General’s Office, Division of Public Rights (the "OAG"), requesting documents and information related to the Company's former genetic testing practices, the Company's former NIPT, particularly those with a nexus to California patients . The OAG alleged that the Company violated California Business and Professions Code sections 17200 et seq. and 17500 et seq., in a complaint filed September 12, 2023 in the Superior Court of the State of California (case no. 23CV008397) for injunctive and other relief. The Company and OAG settled the matter via a stipulated entry of Final Judgment and Permanent Injunction that was entered and ordered by the Court on September 25, 2023. Pursuant to the order, the Company paid civil penalties in the total amount of $ 0.2 million. Payor Dispute On November 16, 2020, the Company received a letter from Anthem, Inc. ("Anthem") informing the Company that Anthem is seeking recoupment for historical payments made by Anthem in an aggregate amount of approximately $ 27.4 million. The historical payments for which Anthem is seeking recoupment are claimed to relate primarily to discontinued legacy billing practices for the Company’s former NIPT and microdeletion tests and secondarily to discontinued legacy billing practices involving the implementation of a new Current Procedure Terminology code for reimbursement for the Company’s former Preparent expanded carrier screening tests. Management disputes this claim of recoupment with Anthem in full, with offsets for amounts owed by Anthem to the Company. Management had previously established an accrual for the estimated probable loss for this matter. During the year ended December 31, 2022, the Company reversed this accrual for a portion of the matter in view of applicable statute of limitations and has reflected this change in revenue within discontinued operations. During the year ended December 31, 2023, the Company reversed the remaining accrual for this matter in view of applicable statute of limitations and has reflected this change in revenue within discontinued operations. Payor Recoveries As noted above, the regulations governing government reimbursement programs ( e.g. , Medicaid, Tricare, and Medicare) and commercial payor reimbursement programs are complex and may be subject to interpretation. As a former provider of services to patients covered under government reimbursement and commercial payor programs, the Company is routinely subject to post-payment review audits and other forms of reviews and investigations. For example, the Company rejected several managed Medicaid payor recoupment requests that it received in 2022 aggregating to $ 1.1 million. If a third-party payor successfully challenges that a payment to the Company for prior testing was in breach of contract or otherwise contrary to policy or law, they may recoup such payment. The Company may also decide to negotiate and settle with a third-party payor in order to resolve an allegation of overpayment. In the past, the Company has negotiated and settled these types of claims with third-party payors. The Company may be required to resolve further disputes in the future. While management is unable to predict the exact outcome of any such claims, it is management’s current belief that any potential liabilities resulting from these contingencies related to payors and the Company's ceased laboratory operations, individually or in the aggregate, should not have a material impact on the Company’s financial position and results of operations. Texas OIG Inquiry On October 16, 2019, the Company received an inquiry from the Texas Health & Human Services Commission Office of Inspector General (“TX OIG”) alleging that the Company did not hold the required CLIA Laboratory Certificate of Accreditation to perform, bill for, or be reimbursed by the Texas Medicaid Program for certain tests performed by us from January 1, 2015 through December 31, 2018. During the year ended December 31, 2022, the Company fully resolved and settled the matter for an immaterial payment by the Company in exchange for a release of all claims. Ravgen Lawsuit On December 22, 2020, Ravgen, Inc. ("Ravgen") filed suit in the District of Delaware (D. Del. Civil Action No. 1:20-cv-1734) two Ravgen patents based on the Company's former NIPT testing business. The complaint seeks monetary damages and injunctive relief. The Company responded to the complaint on March 23, 2021. Management believes the claims in Ravgen’s complaint are without merit, and the Company is vigorously defending against them. The case is currently scheduled for trial in October 2024. Given the uncertainty of litigation and the legal standards that must be met for, among other things, success on the merits, the Company is unable to predict the ultimate outcome of this matter, and therefore cannot estimate the reasonably possible loss or range of loss, if any, that may result from this action. IPO Litigation On June 23, 2020, the Company closed its IPO. Lawsuits were filed on August 28, 2020 and September 11, 2020 against the Company, certain of its executive officers and directors, and the underwriters of the IPO. On December 3, 2020, the U.S. District Court for the Southern District of California consolidated the two actions, appointed Lin Shen, Lingjun Lin and Fusheng Lin to serve as Lead Plaintiffs, and approved Glancy Prongay & Murray LLP to be Lead Plaintiffs’ Counsel. Lead Plaintiffs filed their first amended complaint on February 4, 2021. Together with the underwriters of the IPO, the Company moved to dismiss the first amended complaint. On September 1, 2021, the court granted the Company's motion to dismiss, dismissing Lead Plaintiffs’ claims without prejudice. On September 22, 2021, Lead Plaintiffs filed their second amended complaint. Together with the underwriters of the IPO, the Company moved to dismiss the second amended complaint on November 15, 2021. On January 13, 2023, the court again granted our motion to dismiss, dismissing Lead Plaintiffs’ claims for failure to state a claim without prejudice. On February 3, 2023, Lead Plaintiffs filed their third amended complaint, adding information allegedly produced to Plaintiffs in response to freedom of information requests. The third amended complaint alleges that the Company’s registration statement and related prospectus for the IPO contained false and misleading statements and omissions in violation of the Securities Act by failing to disclose that (i) the Company had overbilled government payors for Preparent tests beginning in 2019 and ending in or before early 2020; (ii) there was a high probability that the Company had received, and would have to refund, a material amount of overpayments from government payors for Preparent tests; (iii) in February 2020 the Company ended a supposedly improper marketing practice on which the competitiveness of the Company's business depended; and (iv) the Company was suffering from material negative trends with respect to testing volumes, average selling prices for its tests, and revenues. Lead Plaintiffs seek certification as a class, unspecified compensatory damages, interest, costs and expenses including attorneys’ fees, and unspecified extraordinary, equitable, and/or injunctive relief. The Company filed a motion to dismiss the third amended complaint with prejudice on March 20, 2023, which the court granted on July 12, 2023. Lead Plaintiffs filed a notice of appeal on August 11, 2023 and the appeal is currently before the United States Court of Appeals for the Ninth Circuit (Case No: 23-55716) with appellate briefing concluded and submitted by the parties in March 2024. Subject to a reservation of rights, the Company is advancing expenses subject to indemnification to the underwriters of the IPO. In March 2024, the Company and plaintiffs agreed to settle the litigation, subject to negotiation and entry into definitive and binding agreements and court approval, for an amount of $ 1.0 million. The Company has accrued this amount in accrued expenses in the balance sheet as of December 31, 2023 . The expense of $ 1.0 million was recorded in selling, general and administrative expenses from discontinued operations for the year ended December 31, 2023. On June 4, 2021, a purported shareholder filed a lawsuit in the U.S. District Court for the SDCA, claiming to sue derivatively on behalf of the Company. The complaint names certain of the Company’s officers and directors as defendants, and names the Company as a nominal defendant. Premised largely on the same allegations as the above-described securities lawsuit, it alleges that the individual defendants breached their fiduciary duties to the Company, wasted corporate assets, and caused the Company to issue a misleading proxy statement in violation of the Securities Exchange Act of 1934, as amended. The complaint seeks the award of unspecified damages to the Company, equitable and injunctive remedies, and an order directing the Company to reform and improve its internal controls and board oversight. It also seeks the costs and disbursements associated with bringing suit, including attorneys’, consultants’, and experts’ fees. The case is stayed pending the resolution of the appeal in the above-described securities lawsuit. The Company intends to vigorously defend against these claims. On August 17, 2021, the Company received a letter purportedly on behalf of a stockholder of the Company demanding that the Company's board of directors investigate and take action against certain of the Company’s current and former officers and directors to recover damages for alleged breaches of fiduciary duties and related claims arising out of the IPO litigation discussed above. This matter is pending the outcome of the companion securities litigation. Given the uncertainty of litigation, the preliminary stages of the litigation and other matters described above, and the legal standards that must be met for, among other things, success on the merits, the Company is unable to predict the ultimate outcome of these actions, and therefore cannot estimate the reasonably possible loss or range of loss, if any, that may result from these actions. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 10. Stockholders’ Equity Common Stock On January 3, 2023, the Company effected a 1-for-25 reverse stock split of the Company's common stock. The Reverse Stock Split, which has been retroactively reflected throughout the consolidated financial statements, reduced the authorized shares of the Company to 164,000,000 and did not change the par value of the Company's common stock. Registered Offerings In November 2022, the Company entered into a securities purchase agreement with certain institutional and accredited investors relating to the offering and sale of an aggregate of (i) 1,300,250 shares of common stock and (ii) warrants to purchase 1,300,250 shares of common stock in registered direct offering (the “November 2022 Offering”). Each share was sold together with one warrant to purchase one share of common stock at a combined public offering price of $ 7.50 per share of the common stock and the accompanying warrant. The Company received approximately $ 9.0 million in net proceeds, after deducting placement agent fees and offering expenses. Approximately $ 3.8 million of the gross proceeds were received in the form of a waiver of the Company's December 1, 2022 interest payment on the Convertible Notes. The warrants have an exercise price of $ 8.22 per share, are exercisable six months following the date of issuance, and will expire five years following the initial exercise date. Pursuant to ASC 815, the Company deemed the warrants to be classified as a liability at fair value initially with subsequent changes in fair value recorded in earnings. The warrants were recorded at a fair value of $ 6.0 million. As the total fair value of the warrant liability and common stock exceeds the in-kind payment proceeds of $ 3.8 million, the Company recorded an extinguishment loss of the $ 1.6 million excess to other income, net in the consolidated statements of operations. The Company incurred a total of $ 0.8 million in issuance costs, which were allocated between the warrants and common stock on a relative fair value basis. Additionally, as part of the November 2022 Offering, the Company agreed with certain institutional investors to amend outstanding warrants previously issued to purchase up to 104,895 shares of common stock with an exercise price of $ 171.50 per share and to purchase up to 403,887 shares of common stock with an exercise price of $ 71.00 per share. Accordingly, the Company agreed to (i) lower the exercise price of such existing warrants to $ 8.22 per share, (ii) provide that such existing warrants, as amended, were not exercisable until May 9, 2023 and (iii) extend the original expiration date of such existing warrants to May 9, 2028. The modified warrants are equity classified both before and after the modification and were fair valued as of the date of the amendment, this resulted in an increase in the value of the warrants and an additional $ 0.9 million was recorded to additional paid in capital on the consolidated balance sheet. In January 2023, the Company issued warrants to purchase 90,000 shares of common stock to an institutional investor in exchange for the investor’s agreement to waive the lockup provisions contained in the November 2022 Offering securities purchase agreement. The warrants have an exercise price of $ 8.22 , were exercisable beginning on May 9, 2023 . Pursuant to ASC 815, the Company deemed the warrants to be classified as a liability at fair value initially with subsequent changes in fair value recorded in earnings. In June 2023, the Company entered into a securities purchase agreement with certain institutional and accredited investors relating to the offering and sale of 1,509,434 shares of common stock in a registered direct offering at an offering price of $ 5.30 per share (the "June 2023 Offering"). In addition, in a concurrent private placement with the same investors, the Company issued unregistered warrants to purchase 3,018,868 shares of common stock. The warrants have an exercise price of $ 5.05 per share and are exercisable at any time. The Company received approximately $ 7.3 million in net proceeds, after deducting placement agent fees and offering expenses. Pursuant to ASC 815, the Company deemed the warrants to be classified as a liability at fair value initially with subsequent changes in fair value recorded in earnings. The warrants were recorded at a fair value of $ 9.0 million, as the total fair value of the warrant liability exceeds the gross proceeds of $ 8.0 million, the Company recorded a loss of the $ 1.0 million excess to gain (loss) on warrant liabilities in the consolidated statements of operations. Accordingly, there were no proceeds allocated to the common stock issued as part of this transaction. The Company incurred a total of $ 0.7 million in issuance costs, which were allocated between the warrants and common stock on a relative fair value basis. In October 2023, the Company issued warrants to purchase up to 1,000,000 shares and 4,278,074 shares of the Company's common stock, with exercise prices of $ 1.93 per share and $ 1.87 per share, respectively, to accredited investors in private placement transactions. The warrants are exercisable in April 2024 , six months following the dates of issuance. The investors may from time to time agree to acquire, and the Company may agree to sell, up to an aggregate of $ 9.9 million of common stock at any time prior to January 31, 2024. The warrants will vest in proportion to issuances described in the preceding sentence. Pursuant to ASC 815, the Company deemed the warrants to be classified as a liability at fair value initially with subsequent changes in fair value recorded in earnings. The warrants were recorded at a fair value of $ 6.7 million and the Company recorded a loss of the $ 6.7 million excess to gain (loss) on warrant liabilities in the consolidated statements of operations. Common stock warrants As of December 31, 2023, the Company had the following warrants outstanding to acquire shares of its common stock: Expiration Date Shares of common stock issuable upon exercise of warrants Exercise Price per share Held by Related Parties N/A 7,399,226 $ 0.001 September 2026 16,634,507 $ 3.01 May 2028 824,116 $ 8.22 December 2028 2,085,372 $ 5.00 December 2028 5,039,236 $ 5.50 Related Parties Total 31,982,457 Held by non-affiliates February 2026 69,930 $ 171.50 June 2026 3,018,868 $ 5.05 August 2026 452,635 $ 25.00 April 2027 826,816 $ 1.87 April 2027 698,107 $ 1.93 May 2028 1,074,916 $ 8.22 December 2028 7,352,941 $ 1.36 December 2028 2,999,241 $ 5.00 Non-affiliate Total 16,493,454 Total 48,475,911 At-The-Market Sales Agreement and Offering In November 2021, the Company entered into an At Market Issuance Sales Agreement ("ATM Sale Agreement") with B. Riley Securities, Inc., BTIG, LLC, and H.C. Wainwright & Co. LLC ("Agents"), pursuant to which the Company may offer and sell shares of common stock having an aggregate offering price of up to $ 90.0 million from time to time, in “at the market” offerings through the Agents. In connection with the November 2022 Offering, the aggregate price was reduced to $ 70.0 million. The Company further reduced the aggregate offering price to $ 12.0 million in connection with the June 2023 Offering. A s of October 9, 2023, the aggregate offering price was increased to $ 37.6 million. Sales of the shares of common stock, if any, will be made at prevailing market prices at the time of sale, or as otherwise agreed with the Agents. The Agents will receive a commission from the Company of up to 3.0 % of the gross proceeds of any shares of common stock sold under the ATM Sale Agreement. The following table provides information on the shares sold under the ATM Sale Agreement for the three months and year ended December 31, 2023 and 2022. Three Months Ended Year Ended 2023 2022 2023 2022 Net proceeds (in millions) $ 4.9 $ 0.6 $ 17.7 $ 7.1 Number of shares 3,799,814 52,620 6,735,839 317,155 Weighted average purchase price $ 1.37 $ 10.93 $ 3.66 $ 30.27 Preferred Stock Pursuant to the Company’s eighth amended and restated certificate of incorporation, which went into effect immediately prior to the completion of the IPO, the Company was authorized to issue 10,000,000 shares of undesignated preferred stock. This amount and the par value of preferred stock remained unchanged after the Reverse Stock Split. On November 10, 2022, the Board declared a dividend of one one-thousandth of a share of Series X Preferred Stock, par value $ 0.001 per share (“Series X Preferred Stock”), for each outstanding share of common stock to stockholders of record as of November 21, 2022. This Series X Preferred Stock entitled its holders to 3,000 votes per share exclusively on the vote for the proposal to approve the Reverse Stock Split. All shares of Series X Preferred Stock that were not present to vote on the Reverse Stock Split were redeemed by the Company (the “Initial Redemption”). Any outstanding shares of Series X Preferred Stock that were not redeemed pursuant to an Initial Redemption would be redeemed in whole, but not in part, (i) if such redemption is ordered by the Board in its sole discretion, automatically and effective on such time and date specified by the Board in its sole discretion or (ii) automatically upon the effectiveness of the Certificate of Amendment implementing the Reverse Stock Split. At the December 19, 2022 special meeting of the Company's stockholders, the holders of 136,961 shares of Series X Preferred Stock were represented in person or by proxy. Immediately prior to the special meeting, all 86,210 shares of Series X Preferred Stock that were not voted were redeemed. The remaining 136,961 outstanding shares of Series X Preferred Stock were redeemed automatically upon the effectiveness of the Certificate of Amendment on January 3, 2023. On January 9, 2023, the Company filed a Certificate of Elimination of Series X Preferred Stock with the Secretary of State of the State of Delaware, which, effective immediately upon filing, eliminated all matters set forth in the Certificate of Designation of Series X Preferred Stock filed with the Secretary of State of the State of Delaware on November 21, 2022. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 11. Stock-Based Compensation In February 2018, the Company adopted the 2018 Equity Incentive Plan (“2018 Plan”). The 2018 Plan is the successor to and continuation of the Second Amended and Restated 2012 Stock Plan (“2012 Plan”) and is administered with either stock options or RSUs. The Board of Directors administers the plans. Upon adoption of the 2018 Plan, no new stock options or awards are issuable under the 2012 Plan, as amended. The 2018 Plan also provides for other types of equity to issue awards, which at this time the Company does not plan to utilize. On June 14, 2023, the Company's stockholders approved the Fifth Amended and Restated 2018 Equity Incentive Plan ("2018 Fifth Amended Plan"), which included an increase of 5,500,000 shares of common stock reserved for issuance. As of December 31, 2023 there were 3,302,136 shares available for issuance under the 2018 Fifth Amended Plan. On November 3, 2021, the Company's Board of Directors approved and adopted the Company’s 2021 Inducement Plan ("2021 Inducement Plan") to provide for the reservation of 260,000 shares of th e Company’s common stock to be used exclusively for the grant of awards to individuals not previously an employee or non-employee director of the Company. As of December 31, 2023, 63,964 shares were available for grant under the 2021 Inducement Plan. Stock Options The following table summarizes stock option activity, which includes Performance Awards, under the 2012 Stock Plan, the 2018 Fifth Amended Plan and the 2021 Inducement Plan during the year ended December 31, 2023: Stock Options Weighted- Weighted- Aggregate Balance at December 31, 2022 582,557 $ 59.89 Options granted 265,000 $ 3.54 Options exercised — $ — Options forfeited/cancelled ( 84,545 ) $ 96.78 Balance at December 31, 2023 763,012 $ 36.23 8.0 $ 0.2 Vested and expected to vest at December 31, 2023 763,012 $ 36.23 8.0 $ 0.2 Vested and exercisable at December 31, 2023 269,718 $ 66.98 7.3 $ — The Company uses the Black-Scholes option pricing model to estimate the fair value of each option grant on the date of grant or any other measurement date. The following table sets forth the assumptions used to determine the fair value of stock options granted during the years ended December 31, 2023 and 2022: Year ended 2023 2022 Risk-free interest rate 3.5 % - 4.7 % 2.0 % - 4.2 % Expected volatility 97.6 % - 102.7 % 90.7 % - 101.3 % Expected dividend yield ― ― Expected life (years) 5.5 - 6.3 5.5 - 6.3 The weighted-average grant date fair value of options granted during the years ended December 31, 2023 and 2022 was $ 2.49 per option and $ 19.09 per option, respectively. Restricted Stock Units The following table summarizes RSU activity for the year ended December 31, 2023: Number of Shares Weighted- Balance at December 31, 2022 278,112 $ 38.95 Granted 3,703,321 $ 3.09 Vested ( 1,370,520 ) $ 9.70 Forfeited/cancelled ( 73,556 ) $ 7.96 Balance at December 31, 2023 2,537,357 $ 3.31 In August 2023, the Board of Directors approved the acceleration of vesting of all unvested, outstanding RSUs. As a result of this modification, an additional $ 7.9 million of stock-based compensation expense was recognized for the year ended December 31, 2023. 2020 Employee Stock Purchase Plan In June 2020, the Company’s board of directors adopted the ESPP with 20,400 shares of common stock res erved for future issuance under the ESPP. The ESPP also provides for automatic annual increases in the number of shares of common stock reserved for issuance. As of December 31, 2023 there were 71,450 total shares of common stock reserved for future issuance. The ESPP was suspended on November 6, 2022. All employee payroll withholdings related to the ESPP were either reimbursed or shares were purchased subsequent to the suspension of the program. Stock-Based Compensation Expense The following table presents total stock-based compensation expense included in each functional line item in the accompanying consolidated statements of operations (in thousands): Year Ended 2023 2022 Research and development 6,979 2,626 Selling, general and administrative 9,496 5,178 Total stock-based compensation expense $ 16,475 $ 7,804 At December 31, 2023 there was $ 6.6 million of compensation cost related to unvested stock options expected to be recognized over a remaining weighted average vesting period of 2.5 years and $ 7.5 million of compensation cost related to unvested RSUs expected to be recognized over a remaining weighted average vesting period of 3.6 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12. Income Taxes The provision for income taxes consists of the following (in thousands): Year Ended 2023 2022 Current provision: Federal $ — $ ( 546 ) State ( 15 ) ( 347 ) Foreign — 126 ( 15 ) ( 767 ) Deferred expense: Federal ( 75 ) 347 State — — ( 75 ) 347 Net income tax provision $ ( 90 ) $ ( 420 ) The components of income tax benefit fro m continuing operations relate to the following (in thousands): Year Ended 2023 2022 Income tax benefit at U.S. federal statutory rate $ ( 26,129 ) $ ( 10,343 ) Cancellation of debt 8,161 — Inducement loss 11,172 — Extinguishment loss 1,336 — Convertible debt and warrant liabilities ( 3,781 ) ( 4,390 ) Derivative Liability 822 — Stock-based compensation 2,687 1,504 Tax refunds ( 35 ) ( 900 ) Change in valuation allowance 5,556 13,004 Other 121 705 Total income tax benefit $ ( 90 ) $ ( 420 ) Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards. Significant components of the Company's deferred tax assets and deferred tax liabilities as of December 31, 2023 and 2022 are presented below (in thousands): December 31, December 31, Deferred tax assets: Net operating losses and carryforwards $ 139,735 $ 137,149 Section 174 Capitalization 7,536 4,027 Reserves 656 949 Accrued expenses 1,159 527 Lease liability 360 343 Stock-based compensation 1,460 2,591 Other, net — 101 Total deferred tax assets 150,906 145,687 Deferred tax liabilities: Fixed assets ( 222 ) ( 726 ) Intangible assets ( 1,110 ) ( 1,201 ) Investment in Enumera ( 574 ) ( 1,317 ) ROU asset ( 339 ) ( 340 ) Prepaid expenses ( 271 ) ( 743 ) Convertible debt — ( 552 ) Total deferred tax liabilities ( 2,516 ) ( 4,879 ) Net deferred tax assets 148,390 140,808 Less: valuation allowance ( 148,649 ) ( 141,155 ) Net deferred tax liabilities $ ( 259 ) $ ( 347 ) The Company has established a valuation allowance against net deferred tax assets due to the uncertainty that such assets will be realized. The Company periodically evaluates the recoverability of the deferred assets. At such time as it is determined that it is more likely than not that the deferred tax asset will be realized, the valuation allowance will be reduced. The change in the valuation allowance for the year ended December 31, 2023 was an increase of $ 7.5 million. At December 31, 2023 , the Company had federal and state income tax net operating loss (“NOL”) carryforwards of approximately $ 500.3 million and $ 218.6 million, respectively. The U.S. federal NOLs will be carried forward indefinitely and state NOLs will begin to expire in various years, depending on the applicable jurisdiction. Federal NOL carryforwards generated post the Tax Cuts and Jobs Act of 2017 may be carried forward indefinitely, subject to the 80 % taxable income limitation on the utilization of the carryforwards. In addition, the Company has federal and state research and expenditure credit carryforwards of approximately $ 8.5 million and $ 1.9 million , respectively, as of December 31, 2023. The federal research and expenditure credit will begin to expire after 2033 unless otherwise utilized and the state research and expenditure credit may be carried forward indefinitely. Pursuant to Section 382 and Section 383 of the Internal Revenue Code, annual use of the Company’s NOL carryforwards and tax credit carryforwards may be limited as a result of cumulative changes of ownership resulting in a change of control of the Company. The Company performed a formal study through the date of the IPO and determined future utilization of tax attribute carryforwards are not limited per Section 382 of the Internal Revenue Code. The Company has not updated their 382 study since the IPO offering 2020. Any future changes may limit future utilization of tax attribute carryforwards. Due to the existence of the valuation allowance, limitations created by future ownership changes, if any, will not impact the Company's effective tax rate. In accordance with ASC 740-10, Income Taxes—Overall, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50 % likelihood of being sustained . The Company has no uncertain tax positions at December 31, 2023. The Company is subject to taxation in the United States and various U.S. state jurisdictions. Multiple tax years remain open to examination depending on the applicable jurisdiction. The Company’s policy is to recognize interest and penalties related to income tax matters in the provision for income taxes. At December 31, 2023 , there were no interest and penalties related to uncertain tax positions. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 13. Net Loss Per Share The table below provides potentially dilutive securities in equivalent shares of common stock not included in the Company’s calculation of diluted loss per share because to do so would be antidilutive: Year Ended 2023 2022 Stock options to purchase common stock 763,012 582,557 Restricted stock units 2,537,357 278,112 Common stock warrant 48,475,911 2,331,597 Common stock issuable upon conversion of Convertible Notes 26,332,126 1,623,547 Total 78,108,406 4,815,813 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Note 14. Employee Benefit Plan The Company has a qualified 401(k) employee savings plan for the benefit of its employees ("401(k) Plan"). Substantially all employees are eligible to participate in the 401(k) Plan. Under the 401(k) Plan, employees can contribute and defer taxes on compensation contributed. The Company has the option to make discretionary profit-sharing contributions to the 401(k) Plan. The Company made employer contributions to the 401(k) Plan of $ 0.5 million for both of the years ended December 31, 2023 and 2022 . |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15. Subsequent Events From January 1, 2024 through March 27, 2024, the Company received net proceeds of $ 2.8 million, after deducting commissions and other offering expenses, from the sale of 2,591,662 shares under the ATM Sale Agreement. The Company sold such shares at a weighted average purchase price of $ 1.13 per share. On March 8, 2024 the Company entered into an exchange agreement with a holder of the Company’s 2025 Convertible Notes, pursuant to which the Company agreed to acquire an aggregate of $ 5.6 million of 2025 Convertible Notes from the holder in exchange for (i) $ 3.8 million in aggregate principal amount of 2028 Convertible Notes, and (ii) accrued and unpaid interest on the 2025 Convertible Notes exchanged. The Company also entered into a note purchase agreement with the investor to purchase $ 2.8 million in aggregate principal amount of 2028 Convertible Notes from the Company for cash at par value. Additionally, as part of the agreements, the investor was granted warrants to purchase 2,000,000 shares of common stock. On March 31, 2024, the Company entered into a securities purchase agreement with certain institutional and accredited investors relating to (1) the offering and sale of an aggregate of 5,454,548 shares of the Company’s common stock at an offering price of $ 1.10 per share in a registered direct offering (the “Offering”) and (2) the issuance of unregistered warrants to purchase up to 5,454,548 shares of Common Stock with an exercise price of $ 1.10 to certain accredited investors in a concurrent private placement (the “Private Placement”). The Offering and the Private Placement are expected to close on April 3, 2024 . The Company expects to receive gross proceeds from the Offering of approximately $ 6 million before deducting placement agent fees and estimated offering expenses. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of Biora Therapeutics and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The consolidated financial statements and notes thereto give retrospective effect, where applicable, to the Reverse Stock Split for all periods presented. All common stock, options exercisable for common stock, restricted stock units (“RSUs”) , warrants and per share amounts contained in the consolidated financial statements have been retrospectively adjusted to reflect the Reverse Stock Split for all periods presented. Concurrent with the Reverse Stock Split the Company effected a reduction in the number of authorized shares of common stock from 350,000,000 shares to 164,000,000 shares. |
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 and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates include the valuation of stock options, the valuation of goodwill, the valuation of the derivative liabilities associated with the 2028 Convertible Notes, accrual for reimbursement claims and settlements, the valuation of warrant liabilities, the valuation of assets held for sale, assessing future tax exposure and the realization of deferred tax assets, and the useful lives and the recoverability of property and equipment. The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities and recorded revenues and expenses that are not readily apparent from other sources. Actual results could differ from those estimates and assumptions. |
Operating Segments | Operating Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker or decision-making group in making decisions on how to allocate resources and assess performance. The Company views its operations and manages its business as one operating segment. All revenues are attributable to U.S.-based operations and all assets are held in the United States. |
Assets Held for Sale and Discontinued Operations | Assets Held for Sale and Discontinued Operations Assets and liabilities are classified as held for sale when all of the following criteria for a plan of sale have been met: (1) management, having the authority to approve the action, commits to a plan to sell the assets; (2) the assets are available for immediate sale, in their present condition, subject only to terms that are usual and customary for sales of such assets; (3) an active program to locate a buyer and other actions required to complete the plan to sell the assets have been initiated; (4) the sale of the assets is probable and is expected to be completed within one year; (5) the assets are being actively marketed for a price that is reasonable in relation to their current fair value; and (6) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or the plan will be withdrawn. When all of these criteria have been met, the assets and liabilities are classified as held for sale in the consolidated balance sheet. Assets classified as held for sale are reported at the lower of their carrying value or fair value less costs to sell. Depreciation and amortization of assets ceases upon designation as held for sale. Discontinued operations comprise activities that were disposed of, discontinued or held for sale at the end of the period, represent a separate major line of business that can be clearly distinguished for operational and financial reporting purposes and represent a strategic business shift having a major effect on the Company’s operations and financial results according to Accounting Standard Codification (“ASC”) Topic 205, Presentation of Financial Statements . Additional details surrounding the Company's assets and liabilities held for sale and discontinued operations are included in Note 3 . |
Cash and Cash Equivalents including Concentration of Credit Risk | Cash and Cash Equivalents including Concentration of Credit Risk The Company considers all highly liquid investment instruments purchased with an initial maturity of three months or less to be cash equivalents. The Company limits its exposure to credit loss by placing its cash and cash equivalents in financial institutions with high credit ratings. The Company’s cash and cash equivalents may consist of deposits held with banks, money market funds, or other highly liquid investments that may at times exceed federally insured limits. Cash equivalents are financial instruments that potentially subject the Company to concentrations of risk, to the extent of amounts recorded in the balance sheets. The Company performs evaluations of its cash equivalents and the relative credit standing of these financial institutions and limits the amount of credit exposure with any one institution. Management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. |
Restricted Cash | Restricted Cash Restricted cash consists of collateral required for the Company's bank-issued credit cards with balanc es of $ 0.2 million and $ 0 as of December 31, 2023 and December 31, 2022 , respectively. |
Investments | Investments The Company accounts for investments in equity securities without a readily determinable fair value at cost, minus impairment. If the Company identifies observable price changes in orderly transactions for an identical or a similar investment of the same issuer, the Company will measure the equity security at fair value as of the date that the observable transaction occurred in accordance with ASC Topic 321, Investments-Equity Securities . The Company accounts for impairment of investments in equity securities by reviewing these assets for impairment whenever events or changes in circumstances indicate that the fair value of the security is less than its carrying amount. |
Revenue Recognition | Revenue Recognition Revenue is recognized in accordance with the Financial Accounting Standards Board (“FASB”) ASC Topic 606 , Revenue from Contracts with Customers (“ASC 606”). In accordance with ASC 606, the Company follows a five-step process to recognize revenues: 1) identify the contract with the customer, 2) identify the performance obligations, 3) determine the transaction price, 4) allocate the transaction price to the performance obligations and 5) recognize revenues when the performance obligations are satisfied. Revenue was primarily derived from providing molecular testing products, which were reimbursed through arrangements with third-party payors, laboratory distribution partners, and amounts from individual patients. Third-party payors include commercial payors, such as health insurance companies, health maintenance organizations and government health benefit programs, such as Medicare and Medicaid. The Company’s contracts generally contained a single performance obligation, which was the delivery of the test results, and the Company satisfied its performance obligation at a point in time upon the delivery of the results, which then triggered the billing for the product. The amount of revenue recognized reflects the amount of consideration the Company expected to be entitled to ("transaction price") and considered the effects of variable consideration. Revenue was recognized when control of the promised product was transferred to customers, in an amount that reflected the consideration the Company expected to be entitled to in exchange for those products. |
Embedded Derivatives Related to Convertible Notes | Embedded Derivatives Related to Convertible Notes In December 2023, the Company issued the 2028 Convertible Notes with embedded derivatives that are required to be bifurcated from the host contract and remeasured to fair value at each balance sheet date. Any resulting gain or loss related to the change in the fair value of the embedded derivatives are recorded to other income, net in the consolidated statements of operations. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost. Assets acquired under capital leases are stated at the present value of future minimum lease payments. Depreciation is recognized on a straight-line basis over the estimated useful lives of the related assets as follows: Property and Equipment Estimated Useful Life (in years) Computers and software 3 Laboratory equipment 5 Furniture, fixtures, and office equipment 8 Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or the useful life of the asset. |
Leases | Leases The Company determines if an arrangement is or contains a lease at inception. For leases with a term greater than one year, lease right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. In determining the net present value of lease payments, the Company uses its incremental borrowing rate which represents an estimated rate of interest that the Company would have to pay to borrow equivalent funds on a collateralized basis at the lease commencement date. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations. |
Goodwill | Goodwill Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Goodwill is not amortized but instead is tested annually for impairment at the reporting unit level, or more frequently when events or changes in circumstances indicate that fair value of the reporting unit has been reduced to less than its carrying value. The Company may choose to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative assessment. If a quantitative assessment is deemed necessary, the Company compares the fair value of the reporting unit with its carrying amount, including goodwill. An impairment loss will be recognized if the reporting unit’s carrying amount exceeds its fair value, to the extent that it does not exceed the total carrying amount of goodwill. No impairment existed as of December 31, 2023 or December 31, 2022 . |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company accounts for the impairment of long-lived assets, such as property and equipment, by reviewing these assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company first compares undiscounted future cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted-cash-flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. The Company recorded impairment of $ 0.1 million and $ 0.5 million during the years ended December 31, 2023 and December 31, 2022 , respectively. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial assets and liabilities are carried at fair value or at amounts that, because of their short-term nature, approximate current fair value, with the exception of its Convertible Notes, which are carried at amortized cost. The carrying value of the Company’s accounts receivable, accounts payable, and accrued expenses and other current liabilities are considered to be representative of their respective fair values because of their short-term nature (see Note 6 ). |
Common Stock Warrant Liabilities | Common Stock Warrant Liabilities The Company accounts for common stock warrants issued as freestanding instruments in accordance with applicable accounting guidance as either liabilities or as equity instruments depending on the specific terms of the warrant agreements. Warrants classified as liabilities are remeasured each period until settled or until classified as equity. Any resulting gain or loss related to the changes in the fair value of the warrant liabilities are recorded to gain (loss) on warrant liabilities in the consolidated statements of operations. Changes in the Company’s inputs and assumptions, such as the Company’s stock price and volatility of common stock, could result in material changes in the valuation in future periods. |
Repairs and Maintenance | Repairs and Maintenance The Company incurs maintenance costs on its major equipment. Repair and maintenance costs are expensed as incurred. |
Research and Development | Research and Development Research and development expenses consist primarily of costs associated with performing research and development activities to develop new products. Research and development expenses also consist of personnel expenses, including salaries, bonuses, stock-based compensation expense, and benefits, and allocated overhead costs. Research and development expenses are expensed as incurred. |
Selling, General and Administrative | Selling, General and Administrative Selling, general and administrative expenses consist primarily of personnel costs, including salaries, bonuses, stock-based compensation expense, and benefits, for the Company's finance and accounting, legal, human resources, and other administrative teams. Additionally, these expenses include costs for communication, conferences, and professional fees of audit, legal, and recruiting services. Selling, g eneral and administrative expenses are expensed as incurred |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation related to stock options, RSUs and the 2020 Employee Stock Purchase Plan (“ESPP”) awards granted to the Company’s employees is measured at the grant date based on the fair value of the award. The fair value is recognized as expense over the requisite service period, which is generally the vesting period of the respective awards. Compensation related to service-based awards is recognized starting on the grant date on a straight-line basis over the vesting period, which is typically four years . For the ESPP, the requisite service period is generally the period of time from the offering date to the purchase date. In addition, the Company grants stock option awards that vest upon achievement of certain performance criteria ("Performance Awards"). The fair value is recognized as expense over the requisite service period when the Company has concluded that achieving the performance criteria is probable. The probability of achieving the performance criteria is assessed each reporting period. The Company accounts for the forfeitures in the period in which they occur. The fair value of RSUs is estimated based on the closing price of the Company's common stock on the date of the grant. The fair value of stock options, ESPP awards and Performance Awards is estimated using the Black-Scholes option-pricing model and is affected by the Company’s assumptions regarding a number of complex and subjective variables. These variables include, but are not limited to, the fair value of the common stock at the date of grant, the expected term of the awards, the expected stock price volatility over the term of the awards, risk-free interest rate, and dividend rate. The Company’s inputs and assumptions with respect to these variables are as follows: Fair Value of Common Stock — Prior to the IPO, the Company’s common stock was not publicly traded, therefore the Company estimated the fair value of its common stock. Following the initial public offering of the Company's common stock (the "IPO"), the fair value of the Company’s common stock for awards with service-based vesting is the closing price of its common stock on the date of grant or other relevant determination date. Expected Term —The expected term represents the period that the stock-based awards are expected to be outstanding. The Company determines the expected term using the simplified method. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the options. For stock options granted to non-employees, the expected term equals the remaining contractual term of the option from the vesting date. For the ESPP, the expected term is the period of time from the offering date to the purchase date. Expected Volatility —Given the limited period of time the Company’s stock has been traded in an active market, the expected volatility is estimated by taking the average historical volatility for industry peers, consisting of several public companies in the Company’s industry that are similar in size, stage, or financial leverage, over a period of time commensurate with the expected term of the awards. Risk-Free Interest Rate —The risk-free interest rate is calculated using the average of the published interest rates of U.S. Treasury zero-coupon issues with maturities that are commensurate with the expected term. Dividend Rate —The dividend yield assumption is zero , as the Company has no plans to pay dividends. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock and potentially dilutive securities outstanding for the period. As the Company has reported net losses for all periods presented, all potentially dilutive securities are antidilutive and, accordingly, basic net loss per share equals diluted net loss per share. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset-and-liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50 % likely of being realized. Changes in recognition or measurement are recognized in the period in which the change in judgment occurs. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. |
Comprehensive Loss | Comprehensive Loss The Company did no t have any other comprehensive income or loss for any of the periods presented, and therefore comprehensive loss was the same as the Company’s net loss. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an emerging growth company (“EGC”), as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, EGCs can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. |
Recent Accounting Pronouncements Adopted | Recent Accounting Pronouncements Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses , which requires the measurement of expected credit losses for financial instruments carried at amortized cost, such as accounts receivable, held at the reporting date based on historical experience, current conditions and reasonable forecasts. The main objective of this standard is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financing Instruments–Credit Losses , which included an amendment of the effective date. The Company adopted this standard on January 1, 2023 , and it did no t have a material impact on the consolidated financial statements. |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU No. 2020-06 , Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40)-Accounting for Convertible Instruments and Contracts in an Entity's Own Equity , which simplifies the accounting for convertible instruments, amends the guidance on derivative scope exceptions for contracts in an entity's own equity, and modifies the guidance on diluted earnings per share calculations as a result of these changes. The Company adopted this standard on January 1, 2024, and it did not have a material impact on the consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09 , Improvements to Income Tax Disclosures , which introduces new and enhanced income tax disclosure requirements. The standard is effective for the Company for annual reporting periods beginning after December 15, 2025. The Company is currently evaluating the impact the adoption of this standard may have on its consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Estimated Useful Life of Property and Equipment | Property and Equipment Estimated Useful Life (in years) Computers and software 3 Laboratory equipment 5 Furniture, fixtures, and office equipment 8 |
Strategic Transformation (Table
Strategic Transformation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Results of Discontinued Operations and Class of Assets and Liabilities | The following table presents the results of discontinued operations of the Laboratory Operations for the years ended December 31, 2023 and December 31, 2022 (in thousands): Years Ended December 31, 2023 2022 Revenues (1) $ 1,219 $ 11,848 Operating expenses: Selling, general and administrative (2) 1,000 1,175 Total operating expenses 1,000 1,175 Net income from discontinued operations $ 219 $ 10,673 (1) Refer to Note 9 for further discussion regarding the reversal of a previously established accrual related to a third-party claim of recoupment. (2) Refer to Note 9 for further discussion regarding the accrual of amounts related to the IPO litigation. The following table presents the carrying amount of the remaining assets held for sale related to the Laboratory Operations as of December 31, 2022 (in thousands): December 31, Current assets of disposal group held for sale Property and equipment, net 2,603 Total current assets of disposal group held for sale $ 2,603 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2023 2022 Prepaid expenses $ 2,443 $ 3,634 Other current assets 587 565 Total $ 3,030 $ 4,199 |
Summary of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): December 31, 2023 2022 Computers and software $ 1,193 $ 2,715 Building and leasehold improvements 803 750 Laboratory equipment 423 958 Furniture, fixtures, and office equipment 799 1,138 Construction in progress 45 92 Total property and equipment 3,263 5,653 Less accumulated depreciation and amortization ( 2,107 ) ( 3,999 ) Property and equipment, net $ 1,156 $ 1,654 |
Schedule of Other Assets | Other assets consisted of the following (in thousands): December 31, 2023 2022 Investment in Enumera $ 3,000 $ 6,000 Other 302 201 Total $ 3,302 $ 6,201 |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2023 2022 Accrual for reimbursement claims and legal settlements, current (1) $ 6,337 $ 8,372 Commissions and bonuses 2,469 1,433 Vacation and payroll benefits 1,367 1,724 Accrued professional services 2,914 307 Accrued interest 173 890 Lease liabilities, current 896 893 Insurance financing 401 445 Contract liabilities 542 47 Other (2) 2,220 2,050 Total $ 17,319 $ 16,161 (1) Revenues related to Laboratory Operations have all been discontinued; amounts related to the revenue reserve generated from the Laboratory Operations remain on the balance sheet. (2) Included in this amount are contracts that the Company is responsible for that were expensed in discontinued operations in 2021. |
Summary of Other Long-term Liabilities | Other long-term liabilities consisted of the following (in thousands): December 31, 2023 2022 Lease liabilities, net of current portion 818 601 Other (1) 2,211 4,095 Total $ 3,029 $ 4,696 (1) Included in this amount are contracts that the Company is responsible for that were expensed in discontinued operations in 2021. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value (in thousands): Level 1 Level 2 Level 3 December 31, 2023 Derivative liabilities $ — $ — $ 22,899 Warrant liabilities $ — $ — $ 40,834 December 31, 2022 Money market funds (1) $ 5 $ — $ — Warrant liabilities $ — $ — $ 3,538 (1) Included in cash, cash equivalents and restricted cash in the accompanying consolidated balance sheets. |
Summary of Inputs and Assumptions used to Determine Fair Value of Warrant Liabilities | At December 31, 2023 and 2022, the fair value of the warrant liabilities were estimated using the Black-Scholes Model with the following inputs and assumptions: As of December 31, 2023 2022 Risk-free interest rate 3.8 % - 4.1 % 4.0 % Expected volatility 95.6 % - 101.8 % 106.2 % - 107.1 % Stock price $ 1.35 $ 3.30 Expected life (years) 2.5 - 5.0 3.6 - 5.4 |
Summary of Changes in Level 3 Liabilities | A summary of the changes in the Level 3 classified liabilities is presented below (in thousands): Warrant Liabilities Derivative Liabilities Balance at December 31, 2021 $ 18,731 $ — Recognition of new warrant liabilities 2,990 — Change in fair value ( 18,183 ) — Balance at December 31, 2022 $ 3,538 $ — Recognition of new warrant liabilities 63,393 — Recognition of derivative liabilities — 18,984 Change in fair value ( 26,097 ) 3,915 Balance at December 31, 2023 $ 40,834 $ 22,899 |
Derivative Liabilities | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Summary of Inputs and Assumptions used to Determine Fair Value of Warrant Liabilities | The fair value of the embedded derivatives as of December 31, 2023 was estimated using a binomial pricing model with the following inputs and assumptions: As of December 31, 2023 Risk-free interest rate 3.8 % - 4.3 % Expected volatility 84.3 % - 95.7 % Stock price $ 1.35 Discount Rate 28.7 % - 28.9 % |
Convertible Notes (Tables)
Convertible Notes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Significant Terms of Company's Convertible Notes | The following table summarizes significant terms of the Company’s Convertible Notes at December 31, 2023 (in thousands): December 31, 2023 Face Value Carrying Value Fair Value 1 Stated Interest Rate Effective Interest Rate 2028 Convertible Notes $ 23,500 $ 14,591 $ 14,846 11 - 13 % 48.9 % Related Party 2028 Convertible Notes $ 17,383 $ 21,155 $ 10,982 11 - 13 % ( 22.0 )% 2025 Convertible Notes $ 10,225 $ 9,966 $ 5,984 7.25 % 8.7 % (1) To estimate the fair value of the 2028 Convertible Notes, the Company used a binomial pricing model. Including the derivative liabilities of $ 22.9 million, the 2028 Convertible Notes fair value using the with method is $ 48.7 million. To estimate the fair value of the 2025 Convertible Notes, t he Company used unadjusted quoted prices in the active market obtained from third-party pricing services. The following table summarizes significant terms of the Company’s Convertible Notes at December 31, 2022 (in thousands): December 31, 2022 Face Value Carrying Value Fair Value 2 Stated Interest Rate Effective Interest Rate 2025 Convertible Notes $ 132,725 $ 127,811 $ 71,790 7.25 % 8.7 % (2) The Company used unadjusted quoted prices in the active market obtained from third-party pricing services to determine the fair value of the 2025 Convertible Notes. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Components of lease expense | The components of lease expense were as follows (in thousands): Year Ended 2023 2022 Operating lease costs $ 1,369 $ 1,531 Cash paid for operating leases $ 1,281 $ 1,609 |
Supplemental weighted-average information related to operating leases | Supplemental weighted-average information related to operating leases is as follows: December 31, 2023 2022 Weighted-average remaining lease term (years) 2.2 2.3 Weighted-average discount rate 9.7 % 7.8 % |
Schedule of Net Minimum Payments Under Non-Cancelable Operating Leases | As of December 31, 2023, future lease payments under the non-cancelable operating leases were as follows (in thousands): Year ending December 31, Minimum 2024 $ 1,022 2025 590 2026 264 2027 18 2028 and thereafter — Total minimum lease payments 1,894 Less: interest ( 180 ) Present value of lease liabilities $ 1,714 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Warrants Outstanding to Acquire Shares of its Common Stock | As of December 31, 2023, the Company had the following warrants outstanding to acquire shares of its common stock: Expiration Date Shares of common stock issuable upon exercise of warrants Exercise Price per share Held by Related Parties N/A 7,399,226 $ 0.001 September 2026 16,634,507 $ 3.01 May 2028 824,116 $ 8.22 December 2028 2,085,372 $ 5.00 December 2028 5,039,236 $ 5.50 Related Parties Total 31,982,457 Held by non-affiliates February 2026 69,930 $ 171.50 June 2026 3,018,868 $ 5.05 August 2026 452,635 $ 25.00 April 2027 826,816 $ 1.87 April 2027 698,107 $ 1.93 May 2028 1,074,916 $ 8.22 December 2028 7,352,941 $ 1.36 December 2028 2,999,241 $ 5.00 Non-affiliate Total 16,493,454 Total 48,475,911 |
Schedule of Shares Sold Under the ATM Sale Agreement | The following table provides information on the shares sold under the ATM Sale Agreement for the three months and year ended December 31, 2023 and 2022. Three Months Ended Year Ended 2023 2022 2023 2022 Net proceeds (in millions) $ 4.9 $ 0.6 $ 17.7 $ 7.1 Number of shares 3,799,814 52,620 6,735,839 317,155 Weighted average purchase price $ 1.37 $ 10.93 $ 3.66 $ 30.27 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Options Activity under Plans | The following table summarizes stock option activity, which includes Performance Awards, under the 2012 Stock Plan, the 2018 Fifth Amended Plan and the 2021 Inducement Plan during the year ended December 31, 2023: Stock Options Weighted- Weighted- Aggregate Balance at December 31, 2022 582,557 $ 59.89 Options granted 265,000 $ 3.54 Options exercised — $ — Options forfeited/cancelled ( 84,545 ) $ 96.78 Balance at December 31, 2023 763,012 $ 36.23 8.0 $ 0.2 Vested and expected to vest at December 31, 2023 763,012 $ 36.23 8.0 $ 0.2 Vested and exercisable at December 31, 2023 269,718 $ 66.98 7.3 $ — |
Summary of Assumptions used to Determine Fair Value of Stock Options Granted | The following table sets forth the assumptions used to determine the fair value of stock options granted during the years ended December 31, 2023 and 2022: Year ended 2023 2022 Risk-free interest rate 3.5 % - 4.7 % 2.0 % - 4.2 % Expected volatility 97.6 % - 102.7 % 90.7 % - 101.3 % Expected dividend yield ― ― Expected life (years) 5.5 - 6.3 5.5 - 6.3 |
Summary of Restricted Stock Units Activity | The following table summarizes RSU activity for the year ended December 31, 2023: Number of Shares Weighted- Balance at December 31, 2022 278,112 $ 38.95 Granted 3,703,321 $ 3.09 Vested ( 1,370,520 ) $ 9.70 Forfeited/cancelled ( 73,556 ) $ 7.96 Balance at December 31, 2023 2,537,357 $ 3.31 |
Schedule of Stock-based Compensation Expense | The following table presents total stock-based compensation expense included in each functional line item in the accompanying consolidated statements of operations (in thousands): Year Ended 2023 2022 Research and development 6,979 2,626 Selling, general and administrative 9,496 5,178 Total stock-based compensation expense $ 16,475 $ 7,804 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Summary of Provision for Income Taxes | The provision for income taxes consists of the following (in thousands): Year Ended 2023 2022 Current provision: Federal $ — $ ( 546 ) State ( 15 ) ( 347 ) Foreign — 126 ( 15 ) ( 767 ) Deferred expense: Federal ( 75 ) 347 State — — ( 75 ) 347 Net income tax provision $ ( 90 ) $ ( 420 ) |
Summary of Components of Income Tax Benefit | The components of income tax benefit fro m continuing operations relate to the following (in thousands): Year Ended 2023 2022 Income tax benefit at U.S. federal statutory rate $ ( 26,129 ) $ ( 10,343 ) Cancellation of debt 8,161 — Inducement loss 11,172 — Extinguishment loss 1,336 — Convertible debt and warrant liabilities ( 3,781 ) ( 4,390 ) Derivative Liability 822 — Stock-based compensation 2,687 1,504 Tax refunds ( 35 ) ( 900 ) Change in valuation allowance 5,556 13,004 Other 121 705 Total income tax benefit $ ( 90 ) $ ( 420 ) |
Summary of Deferred Tax Assets and Deferred Tax Liabilities | Significant components of the Company's deferred tax assets and deferred tax liabilities as of December 31, 2023 and 2022 are presented below (in thousands): December 31, December 31, Deferred tax assets: Net operating losses and carryforwards $ 139,735 $ 137,149 Section 174 Capitalization 7,536 4,027 Reserves 656 949 Accrued expenses 1,159 527 Lease liability 360 343 Stock-based compensation 1,460 2,591 Other, net — 101 Total deferred tax assets 150,906 145,687 Deferred tax liabilities: Fixed assets ( 222 ) ( 726 ) Intangible assets ( 1,110 ) ( 1,201 ) Investment in Enumera ( 574 ) ( 1,317 ) ROU asset ( 339 ) ( 340 ) Prepaid expenses ( 271 ) ( 743 ) Convertible debt — ( 552 ) Total deferred tax liabilities ( 2,516 ) ( 4,879 ) Net deferred tax assets 148,390 140,808 Less: valuation allowance ( 148,649 ) ( 141,155 ) Net deferred tax liabilities $ ( 259 ) $ ( 347 ) |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Summary of Potentially Dilutive Securities Not Included in Calculation of Diluted Loss Per Share | The table below provides potentially dilutive securities in equivalent shares of common stock not included in the Company’s calculation of diluted loss per share because to do so would be antidilutive: Year Ended 2023 2022 Stock options to purchase common stock 763,012 582,557 Restricted stock units 2,537,357 278,112 Common stock warrant 48,475,911 2,331,597 Common stock issuable upon conversion of Convertible Notes 26,332,126 1,623,547 Total 78,108,406 4,815,813 |
Organization and Description _2
Organization and Description of Business - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Cash and cash equivalents | $ 15,000 | ||
Restricted cash | 200 | ||
Accumulated deficit | 950,958 | $ 826,843 | |
Net loss | 124,115 | 38,157 | |
Cash used in operating activities | 48,499 | 64,417 | |
2028 Convertible Notes and Related party 2028 Convertible Notes | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Face Value | $ 40,900 | ||
2028 Convertible Notes and Related party 2028 Convertible Notes | Minimum | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Interest rate | 11% | ||
2028 Convertible Notes and Related party 2028 Convertible Notes | Maximum | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Interest rate | 13% | ||
7.25% Convertible Senior Notes due 2025 | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Face Value | $ 10,225 | $ 132,725 | $ 168,500 |
Interest rate | 7.25% | 7.25% | 7.25% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) Segment shares | Dec. 31, 2022 USD ($) shares | Jan. 03, 2023 shares | |
Summary Of Significant Accounting Policies [Line Items] | |||
Number of operating segment | Segment | 1 | ||
Restricted cash collateral for credit cards | $ | $ 200 | $ 0 | |
Impairment of long-lived assets | $ | $ 100 | $ 500 | |
Vesting period of stock options | 4 years | ||
Expected dividend yield | 0% | 0% | |
Minimum percentage of Recognized income tax positions | 50% | ||
Other comprehensive income or loss | $ | $ 0 | ||
Common stock, shares authorized | shares | 164,000,000 | 164,000,000 | |
Adoption of ASC 606 | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Change in accounting principle, accounting standards update, adopted [true false] | true | ||
Accounting Standards Update 2016-13 | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Change in accounting principle, accounting standards update, adopted [true false] | true | ||
Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2023 | ||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | ||
Accounting Standards Update 2023-09 | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Change in accounting principle, accounting standards update, adopted [true false] | false | ||
Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Common stock, shares authorized | shares | 350,000,000 | ||
Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Common stock, shares authorized | shares | 164,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Estimated Useful Life of Property and Equipment (Details) | Dec. 31, 2023 |
Computers and Software | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 3 years |
Laboratory Equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 5 years |
Furniture, Fixtures, and Office Equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 8 years |
Strategic Transformation - Addi
Strategic Transformation - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Mar. 01, 2024 | Oct. 06, 2023 | Jun. 30, 2023 | Nov. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | May 31, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Remaining assets of disposal group held for sale | $ 0 | $ 2,603,000 | |||||
Proceeds from sale of building held for sale | $ 2,800,000 | ||||||
Expense incurred in sale of building | $ 200,000 | ||||||
Gain on investment | (3,000,000) | 5,731,000 | |||||
Impairment loss | 100,000 | 545,000 | |||||
Proceeds from sale of equity securities | $ 7,300,000 | $ 9,000,000 | 18,137,000 | 9,014,000 | |||
Series A-1 Preferred Stock | Subsequent Event | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Proceeds from sale of equity securities | $ 3,000,000 | ||||||
Laboratory Operations | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Remaining assets of disposal group held for sale | 0 | ||||||
Building | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Remaining assets of disposal group held for sale | 0 | ||||||
Enumera Molecular Inc | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Impairment loss on investment | 3,000,000 | ||||||
Enumera Molecular Inc | Series A-1 Preferred Stock | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Minority ownership shares, issued | 6,000,000 | ||||||
Minority ownership received in preferred stock | $ 6,000,000 | ||||||
Preeclampsia Agreement [Member] | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Other income | 1,500,000 | ||||||
Other Income (Expense) | Enumera Molecular Inc | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Gain on investment | $ 5,700,000 | ||||||
Enumera Molecular Inc | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Payments to related party | $ 400,000 | ||||||
Enumera Molecular Inc | Series A-1 Preferred Stock | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Minority ownership, percentage | 25% |
Strategic Transformation - Summ
Strategic Transformation - Summary of Results of Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Discontinued Operations and Disposal Groups [Abstract] | |||
Revenue | [1] | $ 1,219 | $ 11,848 |
Selling, general and administrative | [2] | 1,000 | 1,175 |
Total operating expenses | 1,000 | 1,175 | |
Net income (loss) from discontinued operations | $ 219 | $ 10,673 | |
[1] (1) Refer to Note 9 for further discussion regarding the reversal of a previously established accrual related to a third-party claim of recoupment. (2) Refer to Note 9 for further discussion regarding the accrual of amounts related to the IPO litigation. |
Strategic Transformation - Su_2
Strategic Transformation - Summary of Carrying Amounts of the Classes of Assets and Liabilities of Discontinued Operations (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Disposal Group, Including Discontinued Operation, Assets [Abstract] | ||
Total current assets of disposal group held for sale | $ 0 | $ 2,603 |
Discontinued Operations, Held-for-sale [Member] | ||
Disposal Group, Including Discontinued Operation, Assets [Abstract] | ||
Property and equipment, net | 2,603 | |
Total current assets of disposal group held for sale | $ 2,603 |
Revenues - Additional Informati
Revenues - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Performance obligations resulted in increase (decrease) of revenue | $ 0 | $ 2,000 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid expenses | $ 2,443 | $ 3,634 |
Other current assets | 587 | 565 |
Total | $ 3,030 | $ 4,199 |
Balance Sheet Components - Su_2
Balance Sheet Components - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 3,263 | $ 5,653 |
Less accumulated depreciation and amortization | (2,107) | (3,999) |
Property and equipment, net | 1,156 | 1,654 |
Computers and Software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,193 | 2,715 |
Building and Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 803 | 750 |
Laboratory Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 423 | 958 |
Furniture, Fixtures, and Office Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 799 | 1,138 |
Construction in Progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 45 | $ 92 |
Balance Sheet Components - Su_3
Balance Sheet Components - Summary of Other Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Other | $ 302 | $ 201 |
Total | 3,302 | 6,201 |
Enumera Molecular Inc | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Investment in Enumera | $ 3,000 | $ 6,000 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Depreciation expense | $ 0.6 | $ 0.9 |
Balance Sheet Components - Su_4
Balance Sheet Components - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accrual for reimbursement claims and legal settlements, current | [1] | $ 6,337 | $ 8,372 |
Commissions and bonuses | 2,469 | 1,433 | |
Vacation and payroll benefits | 1,367 | 1,724 | |
Accrued professional services | 2,914 | 307 | |
Accrued interest | 173 | 890 | |
Lease liabilities, current | $ 896 | $ 893 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Total | Total | |
Insurance financing | $ 401 | $ 445 | |
Contract liabilities | 542 | 47 | |
Other | [2] | 2,220 | 2,050 |
Total | $ 17,319 | $ 16,161 | |
[1] (1) Revenues related to Laboratory Operations have all been discontinued; amounts related to the revenue reserve generated from the Laboratory Operations remain on the balance sheet. Included in this amount are contracts that the Company is responsible for that were expensed in discontinued operations in 2021. |
Balance Sheet Components - Su_5
Balance Sheet Components - Summary of Other Long-term Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Lease liabilities, net of current portion | $ 818 | $ 601 | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Total | Total | |
Other | [1] | $ 2,211 | $ 4,095 |
Total | $ 3,029 | $ 4,696 | |
[1] Included in this amount are contracts that the Company is responsible for that were expensed in discontinued operations in 2021. |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value Assets Level 2 To Level 1Transfers Amount 1 | $ 0 | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value on Recurring Basis - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Level 1 | Derivative Liability | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total liabilities at fair value | $ 0 | ||
Level 1 | Warrant Liability | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total liabilities at fair value | 0 | $ 0 | |
Level 1 | Money Market Funds | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total assets at fair value | [1] | 5 | |
Level 2 | Derivative Liability | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total liabilities at fair value | 0 | ||
Level 2 | Warrant Liability | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total liabilities at fair value | 0 | 0 | |
Level 2 | Money Market Funds | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total assets at fair value | [1] | 0 | |
Level 3 | Derivative Liability | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total liabilities at fair value | 22,899 | ||
Level 3 | Warrant Liability | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total liabilities at fair value | $ 40,834 | 3,538 | |
Level 3 | Money Market Funds | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total assets at fair value | [1] | $ 0 | |
[1] Included in cash, cash equivalents and restricted cash in the accompanying consolidated balance sheets. |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Inputs and Assumptions used to Determine Fair Value of Warrant Liabilities (Details) | Dec. 31, 2023 $ / shares | Dec. 31, 2022 $ / shares |
Derivative Liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Stock price | $ 1.35 | |
Derivative Liabilities | Risk-free interest rate | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value of embedded derivative liability range | 3.8 | |
Derivative Liabilities | Risk-free interest rate | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value of embedded derivative liability range | 4.3 | |
Derivative Liabilities | Expected volatility | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value of embedded derivative liability range | 84.3 | |
Derivative Liabilities | Expected volatility | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value of embedded derivative liability range | 95.7 | |
Derivative Liabilities | Discount Rate | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value of embedded derivative liability range | 28.7 | |
Derivative Liabilities | Discount Rate | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value of embedded derivative liability range | 28.9 | |
Level 3 | Warrant Liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Stock price | $ 1.35 | $ 3.30 |
Level 3 | Warrant Liability | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Expected life (years) | 2 years 6 months | 3 years 7 months 6 days |
Level 3 | Warrant Liability | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Expected life (years) | 5 years | 5 years 4 months 24 days |
Level 3 | Warrant Liability | Risk-free interest rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement inputs | 4 | |
Level 3 | Warrant Liability | Risk-free interest rate | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement inputs | 3.8 | |
Level 3 | Warrant Liability | Risk-free interest rate | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement inputs | 4.1 | |
Level 3 | Warrant Liability | Expected volatility | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement inputs | 95.6 | 106.2 |
Level 3 | Warrant Liability | Expected volatility | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement inputs | 101.8 | 107.1 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Changes in Level 3 Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Embedded Derivative Liabilities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants | |
Derivative Liabilities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Recognition of derivative liabilities | $ 18,984 | |
Change in fair value of warrant liabilities | 3,915 | |
Ending balance | 22,899 | |
Warrant | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 3,538 | $ 18,731 |
Recognition of new warrant liabilities | 63,393 | 2,990 |
Change in fair value of warrant liabilities | $ (26,097) | $ (18,183) |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants | Fair Value Adjustment of Warrants |
Ending balance | $ 40,834 | $ 3,538 |
Convertible Notes - Summary of
Convertible Notes - Summary of Significant Terms of Company's Convertible Notes (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2020 | |||
Debt Instrument [Line Items] | ||||||
2028 Convertible Notes | $ 14,591 | $ 0 | ||||
Related party 2028 Convertible Notes | 21,155 | |||||
2025 Convertible Notes | 9,966 | 127,811 | ||||
2028 Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Face Value | 23,500 | |||||
Fair Value | [1] | $ 14,846 | ||||
Interest rate | 11% | |||||
Effective Interest Rate | 48.90% | |||||
2028 Convertible Notes | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Face Value | $ 5,000 | |||||
Interest rate | 11% | |||||
2028 Convertible Notes | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 13% | |||||
Related party 2028 Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Face Value | $ 17,383 | |||||
Fair Value | [1] | $ 10,982 | ||||
Effective Interest Rate | 22% | |||||
Related party 2028 Convertible Notes | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 11% | |||||
Related party 2028 Convertible Notes | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 13% | |||||
2025 Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Face Value | $ 10,225 | 132,725 | $ 168,500 | |||
2025 Convertible Notes | 127,811 | |||||
Fair Value | $ 5,984 | [1] | $ 71,790 | [2] | ||
Interest rate | 7.25% | 7.25% | 7.25% | |||
Effective Interest Rate | 8.70% | 8.70% | ||||
[1] (1) To estimate the fair value of the 2028 Convertible Notes, the Company used a binomial pricing model. Including the derivative liabilities of $ 22.9 million, the 2028 Convertible Notes fair value using the with method is $ 48.7 million. To estimate the fair value of the 2025 Convertible Notes, t he Company used unadjusted quoted prices in the active market obtained from third-party pricing services. (2) The Company used unadjusted quoted prices in the active market obtained from third-party pricing services to determine the fair value of the 2025 Convertible Notes. |
Convertible Notes - Summary o_2
Convertible Notes - Summary of Significant Terms of Company's Convertible Notes (Parenthetical) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Derivative liabilities | $ 22,899 | $ 0 |
2028 Convertible Notes | ||
Debt Instrument [Line Items] | ||
Derivative liabilities | 22,900 | |
Fair value | $ 48,700 |
Convertible Notes - Additional
Convertible Notes - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2023 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Nov. 30, 2022 USD ($) shares | Dec. 31, 2020 USD ($) $ / shares | Sep. 30, 2023 $ / shares shares | Dec. 31, 2023 USD ($) TradingDays $ / shares shares | Dec. 31, 2022 USD ($) shares | Oct. 31, 2023 USD ($) | Oct. 12, 2023 $ / shares shares | Oct. 10, 2023 $ / shares shares | Sep. 18, 2023 USD ($) | Jun. 30, 2023 $ / shares shares | |
Debt Instrument [Line Items] | ||||||||||||
Amortization of debt discount | $ 1,601 | $ 1,419 | ||||||||||
Interest expense | 9,815 | 10,990 | ||||||||||
Issuance of common stock upon conversion of debt | $ 50,000 | $ 67,431 | ||||||||||
Warrants issued | shares | 48,475,911 | 1,300,250 | 48,475,911 | 4,278,074 | 1,000,000 | 3,018,868 | ||||||
Warrants exercise price per share | $ / shares | $ 1.87 | $ 1.93 | $ 5.05 | |||||||||
Class Of warrant or right, period for warrants or rights exercisable | after September 18, 2023 until September 18, 2026 | |||||||||||
Date from which warrants are exercisable | Apr. 01, 2024 | |||||||||||
Inducement loss on convertible notes | $ 53,200 | $ 53,198 | 0 | |||||||||
Warrant liabilities | $ 40,834 | $ 6,000 | 40,834 | 3,538 | $ 6,700 | $ 35,100 | ||||||
Restructuring gain | 25,500 | |||||||||||
Loss on extinguishment | $ (1,600) | |||||||||||
Future interest payments included in restructured senior secured convertible notes | 11,700 | |||||||||||
Convertible Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Unamortized discount | 500 | 500 | ||||||||||
Loss on extinguishment | 6,400 | |||||||||||
Third-party fees | 300 | 300 | ||||||||||
Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Beneficial ownership, Limitation to exercise warrants percentage | 49.90% | |||||||||||
7.25% Convertible Senior Notes due 2025 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal amount | $ 10,225 | $ 168,500 | $ 10,225 | $ 132,725 | ||||||||
Debt instrument, annual interest rate | 7.25% | 7.25% | 7.25% | 7.25% | ||||||||
Debt instrument, issuance date | Dec. 07, 2020 | |||||||||||
Debt instrument, frequency of periodic payment | semi-annually | |||||||||||
Debt instrument due date | Dec. 01, 2025 | |||||||||||
Debt instrument, initial payment date | Jun. 01, 2021 | |||||||||||
Debt instrument, convertible, initial conversion rate per $1,000 principal amount of convertible notes | 11.1204 | |||||||||||
Debt instrument convertible initial conversion price | $ / shares | $ 89.92 | |||||||||||
Debt instrument, redemption period, start date | Dec. 01, 2023 | |||||||||||
Debt instrument, convertible, threshold percentage of stock price trigger | 130% | |||||||||||
Debt instrument, convertible, threshold trading days | TradingDays | 20 | |||||||||||
Debt instrument, convertible, threshold consecutive trading days | TradingDays | 30 | |||||||||||
Events of default, description | The 2025 Convertible Notes have customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture). | |||||||||||
Unamortized discount | $ 300 | $ 300 | $ 4,900 | |||||||||
Interest expense | 8,400 | 9,600 | ||||||||||
7.25% Convertible Senior Notes due 2025 | Note Exchange Agreements | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal amount | 72,500 | 72,500 | ||||||||||
7.25% Convertible Senior Notes due 2025 | Interest Expense | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Amortization of debt discount | 1,300 | $ 1,400 | ||||||||||
2028 Convertible Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal amount | $ 23,500 | $ 23,500 | ||||||||||
Debt instrument, annual interest rate | 11% | 11% | ||||||||||
Debt instrument, issuance date | Dec. 19, 2023 | |||||||||||
Debt instrument, initial payment date | Jun. 01, 2024 | |||||||||||
Debt instrument, convertible, initial conversion rate per $1,000 principal amount of convertible notes | 641.02564 | |||||||||||
Debt instrument convertible initial conversion price | $ / shares | $ 1.56 | $ 1.56 | ||||||||||
Debt instrument, redemption period, start date | Dec. 19, 2024 | |||||||||||
Debt instrument, convertible, threshold percentage of stock price trigger | 150% | |||||||||||
Debt instrument, convertible, threshold trading days | TradingDays | 20 | |||||||||||
Debt instrument, convertible, threshold consecutive trading days | TradingDays | 30 | |||||||||||
Events of default, description | The 2028 Convertible Notes have customary provision relating to the occurrence of “Events of Default” (as defined in the Indenture). | |||||||||||
Unamortized discount | $ 19,000 | $ 19,000 | ||||||||||
Interest expense | $ 100 | |||||||||||
Paid in kind interest rate | 13% | 13% | ||||||||||
Minimum liquidity requirement/Covenant | $ 4,000 | |||||||||||
2028 Convertible Notes | Note Exchange Agreements | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal amount | $ 23,900 | 23,900 | ||||||||||
2028 Convertible Notes | Interest Expense | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Amortization of debt discount | 300 | |||||||||||
2028 Convertible Notes | Note Purchase Agreements | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal amount | 17,000 | 17,000 | ||||||||||
2028 Convertible Notes | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal amount | $ 5,000 | $ 5,000 | ||||||||||
Debt instrument, annual interest rate | 11% | 11% | ||||||||||
2028 Convertible Notes | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, annual interest rate | 13% | 13% | ||||||||||
Common Stock | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Issuance of common stock upon conversion of debt | $ 10 | |||||||||||
Issuance of stock, net, shares | shares | 9,235,281 | 8,245,273 | 1,117,155 | |||||||||
Warrants exercise price per share | $ / shares | $ 3.01 | $ 3.01 | ||||||||||
Common Stock | Note Exchange Agreements | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Issuance of stock, net, shares | shares | 625,000 | |||||||||||
Common Stock | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Class of Warrant or Right, Outstanding | shares | 16,634,507 | 16,634,507 | ||||||||||
Pre Funded Warrants | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Warrants issued | shares | 7,399,226 | 7,399,226 | ||||||||||
Warrants exercise price per share | $ / shares | $ 0.001 | $ 0.001 | ||||||||||
Additional Warrants | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Warrants issued | shares | 5,084,613 | 5,084,613 | ||||||||||
Warrants exercise price per share | $ / shares | $ 5 | $ 5 | ||||||||||
Commitment Warrants | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Warrants issued | shares | 7,352,941 | 7,352,941 | ||||||||||
Warrants exercise price per share | $ / shares | $ 1.36 | $ 1.36 | ||||||||||
Date from which warrants are exercisable | Jun. 19, 2024 | |||||||||||
Exchange warrants | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Warrants exercise price per share | $ / shares | $ 5.5 | $ 5.5 | ||||||||||
Exchange warrants | Maximum | Note Exchange Agreements | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Class of Warrant or Right, Outstanding | shares | 5,039,236 | 5,039,236 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Mar. 31, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Nov. 30, 2022 | Mar. 27, 2024 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 08, 2024 | Oct. 12, 2023 | Oct. 10, 2023 | Mar. 31, 2023 | Jan. 31, 2023 | Jan. 12, 2023 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||||||||||||||||
Shares issued, price per share | $ 5.3 | |||||||||||||||
Common stock, shares outstanding | 27,837,563 | 27,837,563 | 8,928,498 | |||||||||||||
Common stock outstanding, percentage | 5% | |||||||||||||||
Issuance of common stock upon conversion of debt | $ 50,000 | $ 67,431 | ||||||||||||||
Interest expense | 9,815 | $ 10,990 | ||||||||||||||
2025 Convertible Notes | $ 9,966 | $ 9,966 | 127,811 | |||||||||||||
Warrants issued | 48,475,911 | 3,018,868 | 1,300,250 | 48,475,911 | 4,278,074 | 1,000,000 | ||||||||||
Warrants exercise price | $ 5.05 | $ 1.87 | $ 1.93 | |||||||||||||
7.25% Convertible Senior Notes due 2025 | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Principal amount | $ 10,225 | $ 10,225 | 132,725 | $ 168,500 | ||||||||||||
Interest expense | 8,400 | 9,600 | ||||||||||||||
2025 Convertible Notes | $ 127,811 | |||||||||||||||
2028 Convertible Notes | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Aggregate principal amount of convertible notes | 17,400 | 17,400 | ||||||||||||||
Securities Purchase Agreement | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Common stock outstanding, percentage | 5% | |||||||||||||||
Stock price | $ 7.5 | |||||||||||||||
Warrants issued | 90,000 | 90,000 | ||||||||||||||
Warrants exercise price | $ 8.22 | |||||||||||||||
Proceeds from waiver of cash interest payment obligation | $ 3,800 | |||||||||||||||
Note Exchange Agreements | 7.25% Convertible Senior Notes due 2025 | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Principal amount | $ 72,500 | 72,500 | ||||||||||||||
Subsequent Event | 7.25% Convertible Senior Notes due 2025 | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Principal amount | $ 5,600 | |||||||||||||||
Subsequent Event | Securities Purchase Agreement | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Shares issued, price per share | $ 1.1 | |||||||||||||||
Issuance of common stock | 2,591,662 | |||||||||||||||
Maximum | Securities Purchase Agreements | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Common stock outstanding, percentage | 5% | 5% | 5% | |||||||||||||
Common Stock | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Issuance of common stock upon conversion of debt | $ 10 | |||||||||||||||
Issuance of common stock | 9,235,281 | 8,245,273 | 1,117,155 | |||||||||||||
Warrants exercise price | $ 3.01 | $ 3.01 | ||||||||||||||
Common stock issued and sold | 1,509,434 | |||||||||||||||
Common Stock | Securities Purchase Agreement | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Issuance of common stock | 800,000 | |||||||||||||||
Warrants issued | 800,000 | |||||||||||||||
Common Stock | Note Exchange Agreements | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Issuance of common stock | 625,000 | |||||||||||||||
Common Stock | Subsequent Event | Securities Purchase Agreement | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Common stock issued and sold | 5,454,548 | |||||||||||||||
Common Stock | Maximum | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Class of Warrant or Right, Outstanding | 16,634,507 | 16,634,507 | ||||||||||||||
Exchange warrants | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Warrants exercise price | $ 5.5 | $ 5.5 | ||||||||||||||
Exchange warrants | Maximum | Note Exchange Agreements | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Class of Warrant or Right, Outstanding | 5,039,236 | 5,039,236 | ||||||||||||||
Additional Warrants | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Warrants issued | 5,084,613 | 5,084,613 | ||||||||||||||
Warrants exercise price | $ 5 | $ 5 | ||||||||||||||
Pre Funded Warrants | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Warrants issued | 7,399,226 | 7,399,226 | ||||||||||||||
Warrants exercise price | $ 0.001 | $ 0.001 | ||||||||||||||
Athyrium | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Common stock, shares outstanding | 10,929,763 | 10,929,763 | 1,694,484 | |||||||||||||
Common stock outstanding, percentage | 9.30% | 9.30% | 19% | |||||||||||||
Athyrium | 2025 Convertible Notes | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Aggregate principal amount of convertible notes | $ 103,500 | |||||||||||||||
Issuance of common stock upon conversion of debt | $ 50,000 | |||||||||||||||
Accrued interest expense | $ 600 | |||||||||||||||
Athyrium | 2028 Convertible Notes | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Aggregate principal amount of convertible notes | $ 10,400 | $ 10,400 | ||||||||||||||
Athyrium | 2028 Convertible Notes | Payment in Kind (PIK) Note | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
2025 Convertible Notes | 7,000 | 7,000 | ||||||||||||||
Athyrium | Securities Purchase Agreement | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Stock price | $ 7.5 | |||||||||||||||
Warrants exercise price | $ 8.22 | |||||||||||||||
Proceeds from waiver of cash interest payment obligation | $ 3,800 | |||||||||||||||
Athyrium | Securities Purchase Agreement | 2025 Convertible Notes | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Interest expense | $ 3,800 | |||||||||||||||
Athyrium | Note Exchange Agreements | 2025 Convertible Notes | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Principal amount | $ 53,500 | $ 53,500 | ||||||||||||||
Athyrium | Common Stock | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Warrants issued | 824,136 | |||||||||||||||
Warrants exercise price | $ 8.22 | |||||||||||||||
Athyrium | Common Stock | Securities Purchase Agreement | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Issuance of common stock | 500,250 | |||||||||||||||
Warrants issued | 500,250 | |||||||||||||||
Athyrium | Common Stock | Amend Outstanding Warrants | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Warrants issued | 323,886 | |||||||||||||||
Warrants exercise price | $ 71 | |||||||||||||||
Athyrium | Warrant | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Class of Warrant or Right, Outstanding | 16,634,507 | 16,634,507 | ||||||||||||||
Warrants issued | 2,085,372 | 2,085,372 | ||||||||||||||
Warrants exercise price | $ 5.5 | $ 3.01 | $ 3.01 | $ 5.5 | ||||||||||||
Athyrium | Warrant | Minimum | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Warrants exercise price | $ 3.01 | $ 3.01 | ||||||||||||||
Athyrium | Warrant | Maximum | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Class of Warrant or Right, Outstanding | 24,583,231 | 24,583,231 | ||||||||||||||
Warrants exercise price | $ 8.22 | $ 8.22 | ||||||||||||||
Athyrium | Exchange warrants | Maximum | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Class of Warrant or Right, Outstanding | 5,039,236 | 5,039,236 | ||||||||||||||
Athyrium | Additional Warrants | 2028 Convertible Notes | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Warrants exercise price | $ 5 | $ 5 | ||||||||||||||
Athyrium | Pre Funded Warrants | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Issuance of common stock | 7,399,226 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 1 Months Ended | 12 Months Ended | 24 Months Ended | ||||||||||||
Dec. 22, 2020 Case | Dec. 03, 2020 Case | Jul. 23, 2020 USD ($) | Mar. 31, 2024 USD ($) | Jan. 31, 2024 USD ($) | Jul. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jul. 23, 2022 | Jul. 01, 2024 USD ($) | Jan. 01, 2024 USD ($) | Dec. 31, 2021 USD ($) | Jul. 21, 2021 USD ($) | Nov. 16, 2020 USD ($) | Jul. 21, 2020 State | |
Commitment And Contingencies [Line Items] | |||||||||||||||
Number of states participating in settlement | State | 45 | ||||||||||||||
Settlement payments | $ 1,700,000 | ||||||||||||||
Aggregate amount of historical payments | $ 3,300,000 | $ 5,700,000 | $ 27,400,000 | ||||||||||||
Number of actions pending | Case | 2 | 2 | |||||||||||||
Selling, general and administrative expenses from discontinued operations | $ 1,000,000 | ||||||||||||||
Payment of civil penalties | 200,000 | ||||||||||||||
ClaimSettlementAmountRefunded | $ 11,000,000 | ||||||||||||||
Payor Recoupment | 1,100,000 | ||||||||||||||
Forecast | |||||||||||||||
Commitment And Contingencies [Line Items] | |||||||||||||||
Litigation expense | $ 1,000,000 | ||||||||||||||
Subsequent Event [Member] | |||||||||||||||
Commitment And Contingencies [Line Items] | |||||||||||||||
Settlement payments | $ 2,800,000 | ||||||||||||||
Contractual obligation in December 2022 | $ 2,600,000 | $ 2,800,000 | |||||||||||||
Accrued Expenses And Other Current Liabilities | |||||||||||||||
Commitment And Contingencies [Line Items] | |||||||||||||||
Remaining accrual balance | 5,300,000 | ||||||||||||||
SDNY Civil Settlement Agreement | |||||||||||||||
Commitment And Contingencies [Line Items] | |||||||||||||||
Interest rate | 1.25% | ||||||||||||||
Income taxes percentage of payments related to civil settlement damages awards and tax refund, CARES Act | 26% | ||||||||||||||
Maximum acceleration amount | 4,100,000 | ||||||||||||||
Income tax discrete benefit related to net operating loss, CARES Act | $ 0 | $ 0 | |||||||||||||
Minimum | SDNY Civil Settlement Agreement | |||||||||||||||
Commitment And Contingencies [Line Items] | |||||||||||||||
Income taxes civil settlement damages awards and tax refund amount in single year, CARES Act | $ 5,000,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Components of lease expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease costs | $ 1,369 | $ 1,531 |
Cash paid for operating leases | $ 1,281 | $ 1,609 |
Commitments and Contingencies_3
Commitments and Contingencies - Supplemental weighted-average information related to operating leases (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Weighted-average remaining lease term (years) | 2 years 2 months 12 days | 2 years 3 months 18 days |
Weighted-average discount rate | 9.70% | 7.80% |
Commitments and Contingencies_4
Commitments and Contingencies - Schedule of Net Minimum Payments Under Non-Cancelable Operating Leases (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2024 | $ 1,022 |
2025 | 590 |
2026 | 264 |
2027 | 18 |
2028 and thereafter | 0 |
Total minimum lease payments | 1,894 |
Less: interest | $ (180) |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Accrued Expenses And Other Liabilities Current |
Present value of lease liabilities | $ 1,714 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||
Oct. 09, 2023 USD ($) | Jan. 03, 2023 shares | Dec. 19, 2022 shares | Nov. 10, 2022 Vote $ / shares | Oct. 31, 2023 USD ($) | Sep. 30, 2023 $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Jan. 31, 2023 $ / shares shares | Nov. 30, 2022 USD ($) $ / shares shares | Nov. 30, 2021 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Oct. 12, 2023 $ / shares shares | Oct. 10, 2023 $ / shares shares | Sep. 18, 2023 USD ($) | Jan. 12, 2023 shares | Dec. 31, 2021 shares | |
Class Of Stock [Line Items] | |||||||||||||||||||
Reverse stock split description | On January 3, 2023, the Company effected a 1-for-25 reverse stock split of the Company's common stock. | ||||||||||||||||||
Common stock authorized to issue | 164,000,000 | 164,000,000 | 164,000,000 | 164,000,000 | |||||||||||||||
Shares issued, price per share | $ / shares | $ 5.3 | ||||||||||||||||||
Proceeds from issuance of common stock | $ | $ 7,300 | $ 9,000 | $ 18,137 | $ 9,014 | |||||||||||||||
Stock Issued During Period, Value, New Issues | $ | $ 17,488 | 9,282 | |||||||||||||||||
Warrants exercise price per share | $ / shares | $ 5.05 | $ 1.87 | $ 1.93 | ||||||||||||||||
Common stock value subscriptions | $ | $ 9,900 | ||||||||||||||||||
Date from which warrants are exercisable | Apr. 01, 2024 | ||||||||||||||||||
Gross proceeds from warrants | $ | $ 8,000 | $ 8,000 | 3,318 | ||||||||||||||||
Total issuance cost | $ | 700 | 800 | |||||||||||||||||
Warrant liabilities | $ | 6,700 | 6,000 | $ 40,834 | $ 3,538 | 40,834 | 3,538 | $ 35,100 | ||||||||||||
Gain (loss) on warrant liabilities | $ | $ (6,700) | $ (1,000) | |||||||||||||||||
Change in fair value of warrant liability | $ | (18,004) | (20,904) | |||||||||||||||||
Loss on extinguishment | $ | $ (1,600) | ||||||||||||||||||
Accumulated deficit | $ | $ 950,958 | $ 826,843 | $ 950,958 | $ 826,843 | |||||||||||||||
Shares issued, price per share | $ / shares | $ 5.3 | ||||||||||||||||||
Adjusted common stock purchase warrant to purchase shares of common stock | 3,018,868 | 1,300,250 | 48,475,911 | 48,475,911 | 4,278,074 | 1,000,000 | |||||||||||||
Number of vote per preferred stock held | Vote | 3,000 | ||||||||||||||||||
Increase in fair value of warrants recorded to additional paid in capital | $ | $ 900 | ||||||||||||||||||
Series X preferred stock | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Preferred stock, shares outstanding | 136,961 | 136,961 | 136,961 | ||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | ||||||||||||||||||
Undesignated Preferred Stock | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||||||||||||||||
Redeemable Preferred Stock | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Stock redeemed or called during period, shares | 86,210 | ||||||||||||||||||
Minimum | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Common stock authorized to issue | 164,000,000 | ||||||||||||||||||
Maximum | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Common stock authorized to issue | 350,000,000 | 350,000,000 | |||||||||||||||||
Amendment One | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 171.5 | ||||||||||||||||||
Adjusted common stock purchase warrant to purchase shares of common stock | 104,895 | ||||||||||||||||||
Amendment Two | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 71 | ||||||||||||||||||
Adjusted common stock purchase warrant to purchase shares of common stock | 403,887 | ||||||||||||||||||
Common Stock | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Common stock authorized to issue | 164,000,000 | ||||||||||||||||||
Common stock issued and sold | 1,509,434 | ||||||||||||||||||
Issuance of stock, net, shares | 9,235,281 | 8,245,273 | 1,117,155 | ||||||||||||||||
Stock Issued During Period, Value, New Issues | $ | $ 6 | $ 1 | |||||||||||||||||
Warrants exercise price per share | $ / shares | $ 3.01 | ||||||||||||||||||
Shares outstanding | 28,574,918 | 9,098,844 | 28,574,918 | 9,098,844 | 7,429,458 | ||||||||||||||
Number of shares issued on conversion/exchange | 9,860,281 | ||||||||||||||||||
Pre Funded Warrants | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 0.001 | ||||||||||||||||||
Adjusted common stock purchase warrant to purchase shares of common stock | 7,399,226 | ||||||||||||||||||
Over allotment Warrant Option | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Gross proceeds from warrants | $ | $ 3,800 | ||||||||||||||||||
Securities Purchase Agreement | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 8.22 | ||||||||||||||||||
Date from which warrants are exercisable | May 09, 2023 | ||||||||||||||||||
Warrant liabilities | $ | $ 9,000 | ||||||||||||||||||
Shares issued, price per share | $ / shares | $ 7.5 | ||||||||||||||||||
Adjusted common stock purchase warrant to purchase shares of common stock | 90,000 | 90,000 | |||||||||||||||||
Securities Purchase Agreement | Common Stock | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Issuance of stock, net, shares | 800,000 | ||||||||||||||||||
Adjusted common stock purchase warrant to purchase shares of common stock | 800,000 | ||||||||||||||||||
ATM Sale Agreement | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Common stock issued and sold | 3,799,814 | 52,620 | 6,735,839 | 317,155 | |||||||||||||||
Sale of stock weighted average purchase price | $ / shares | $ 1.37 | $ 10.93 | $ 3.66 | $ 30.27 | |||||||||||||||
Proceeds from Sale of Equity | $ | $ 4,900 | $ 600 | $ 17,700 | $ 7,100 | |||||||||||||||
ATM Sale Agreement | B. Riley Securities, Inc and Other Agents | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Aggregate offering price | $ | $ 37,600 | $ 70,000 | $ 90,000 | $ 12,000 | |||||||||||||||
Rate of Commission Proposed for Agents | 3% | ||||||||||||||||||
Underwritten Public Offering | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Shares issued, price per share | $ / shares | $ 7.5 | ||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 8.22 | ||||||||||||||||||
Underwritten Public Offering | Common Stock | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Common stock issued and sold | 1,300,250 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Warrants Outstanding to Acquire Shares of its Common Stock (Details) - $ / shares | Dec. 31, 2023 | Oct. 12, 2023 | Oct. 10, 2023 | Jun. 30, 2023 | Nov. 30, 2022 |
Class Of Stock [Line Items] | |||||
Warrants issued | 48,475,911 | 4,278,074 | 1,000,000 | 3,018,868 | 1,300,250 |
Warrants exercise price per share | $ 1.87 | $ 1.93 | $ 5.05 | ||
Related Party | |||||
Class Of Stock [Line Items] | |||||
Warrants issued | 31,982,457 | ||||
Non-Affiliates | |||||
Class Of Stock [Line Items] | |||||
Warrants issued | 16,493,454 | ||||
N/A | Related Party | |||||
Class Of Stock [Line Items] | |||||
Warrants issued | 7,399,226 | ||||
Warrants exercise price per share | $ 0.001 | ||||
September 2026 | Related Party | |||||
Class Of Stock [Line Items] | |||||
Warrants issued | 16,634,507 | ||||
Warrants exercise price per share | $ 3.01 | ||||
May 2028 | Related Party | |||||
Class Of Stock [Line Items] | |||||
Warrants issued | 824,116 | ||||
Warrants exercise price per share | $ 8.22 | ||||
December 2028 | Related Party | |||||
Class Of Stock [Line Items] | |||||
Warrants issued | 2,085,372 | ||||
Warrants exercise price per share | $ 5 | ||||
December 2028 One | Related Party | |||||
Class Of Stock [Line Items] | |||||
Warrants issued | 5,039,236 | ||||
Warrants exercise price per share | $ 5.5 | ||||
February 2026 | Non-Affiliates | |||||
Class Of Stock [Line Items] | |||||
Warrants issued | 69,930 | ||||
Warrants exercise price per share | $ 171.5 | ||||
June 2026 | Non-Affiliates | |||||
Class Of Stock [Line Items] | |||||
Warrants issued | 3,018,868 | ||||
Warrants exercise price per share | $ 5.05 | ||||
August 2026 | Non-Affiliates | |||||
Class Of Stock [Line Items] | |||||
Warrants issued | 452,635 | ||||
Warrants exercise price per share | $ 25 | ||||
April 2027 | Non-Affiliates | |||||
Class Of Stock [Line Items] | |||||
Warrants issued | 826,816 | ||||
Warrants exercise price per share | $ 1.87 | ||||
April 2027 One | Non-Affiliates | |||||
Class Of Stock [Line Items] | |||||
Warrants issued | 698,107 | ||||
Warrants exercise price per share | $ 1.93 | ||||
May 2028 One | Non-Affiliates | |||||
Class Of Stock [Line Items] | |||||
Warrants issued | 1,074,916 | ||||
Warrants exercise price per share | $ 8.22 | ||||
December 2028 Two | Non-Affiliates | |||||
Class Of Stock [Line Items] | |||||
Warrants issued | 7,352,941 | ||||
Warrants exercise price per share | $ 1.36 | ||||
December 2028 Three | Non-Affiliates | |||||
Class Of Stock [Line Items] | |||||
Warrants issued | 2,999,241 | ||||
Warrants exercise price per share | $ 5 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule Shares Sold under the ATM Sale Agreement (Details) - Sale Agreement [Member] - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||||
Net proceeds (in millions) | $ 4.9 | $ 0.6 | $ 17.7 | $ 7.1 |
Number of shares | 3,799,814 | 52,620 | 6,735,839 | 317,155 |
Weighted average purchase price | $ 1.37 | $ 10.93 | $ 3.66 | $ 30.27 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 14, 2023 | Nov. 03, 2021 | Jun. 30, 2020 | Feb. 28, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock, shares authorized | 164,000,000 | 164,000,000 | ||||
Total Stock-based compensation expense | $ 16,475,000 | $ 7,804,000 | ||||
Weighted-average grant date fair value of options granted | $ 2.49 | $ 19.09 | ||||
Unrecognized compensation cost related to unvested stock options expected to be recognized amount | $ 6,600,000 | |||||
Unrecognized compensation cost related to unvested stock options and RSUs expected to be recognized over remaining weighted average vesting period | 2 years 6 months | |||||
Restricted Stock Units (RSUs) | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Total Stock-based compensation expense | $ 7,900 | |||||
Unrecognized compensation cost related to restricted stock options expected to be recognized amount | $ 7,500,000 | |||||
Unrecognized compensation cost related to unvested stock options and RSUs expected to be recognized over remaining weighted average vesting period | 3 years 7 months 6 days | |||||
2012 Stock Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock options issuable under the plan | 0 | |||||
2018 Equity Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares available for future grant | 3,302,136 | |||||
Common stock shares reserved for future issuance | 5,500,000 | |||||
2020 Employee Stock Purchase Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock shares reserved for future issuance | 71,450 | 20,400 | ||||
Inducement Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares available for future grant | 260,000 | |||||
2021 Inducement Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares available for future grant | 63,964 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Options Activity under Plans (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Stock Options Outstanding Balance at December 31, 2022 | shares | 582,557 |
Stock Options Outstanding Options granted | shares | 265,000 |
Stock Options Outstanding Options exercised | shares | 0 |
Stock Options Outstanding Options forfeited/cancelled | shares | (84,545) |
Stock Options Outstanding Balance at December 31, 2023 | shares | 763,012 |
Stock Options Outstanding Vested and expected to vest at December 31, 2023 | shares | 763,012 |
Stock Options Outstanding Vested and exercisable at December 31, 2023 | shares | 269,718 |
Weighted-Average Exercise Price Balance at December 31, 2022 | $ / shares | $ 59.89 |
Weighted-Average Exercise Price Options granted | $ / shares | 3.54 |
Weighted-Average Exercise Price Options exercised | $ / shares | 0 |
Weighted-Average Exercise Price Options forfeited/cancelled | $ / shares | 96.78 |
Weighted-Average Exercise Price Balance at December 31, 2023 | $ / shares | 36.23 |
Weighted-Average Exercise Price Vested and expected to vest at December 31, 2023 | $ / shares | 36.23 |
Weighted-Average Exercise Price Vested and exercisable at December 31, 2023 | $ / shares | $ 66.98 |
Weighted-Average Remaining Contractual Term (in years) Balance at December 31, 2023 | 8 years |
Weighted-Average Remaining Contractual Term (in years) Vested and expected to vest at December 31, 2023 | 8 years |
Weighted-Average Remaining Contractual Term (in years) Vested and exercisable at December 31, 2023 | 7 years 3 months 18 days |
Aggregate Intrinsic Value Balance at December 31, 2023 | $ | $ 200 |
Aggregate Intrinsic Value Vested and expected to vest at December 31, 2023 | $ | 200 |
Aggregate Intrinsic Value Vested and exercisable at December 31, 2023 | $ | $ 0 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Assumptions used to Determine Fair Value of Stock Options Granted (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate, minimum | 3.50% | 2% |
Risk-free interest rate, maximum | 4.70% | 4.20% |
Expected volatility, minimum | 97.60% | 90.70% |
Expected volatility, maximum | 102.70% | 101.30% |
Expected dividend yield | 0% | 0% |
Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected life (years) | 5 years 6 months | 5 years 6 months |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected life (years) | 6 years 3 months 18 days | 6 years 3 months 18 days |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Beginning Balance | shares | 278,112 |
Number of Shares, Granted | shares | 3,703,321 |
Number of Shares, Vested | shares | (1,370,520) |
Number of Shares, Forfeited/cancelled | shares | (73,556) |
Number of Shares, Ending Balance | shares | 2,537,357 |
Weighted Average Grant Date Fair Value beginning of period | $ / shares | $ 38.95 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 3.09 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 9.7 |
Weighted Average Grant Date Fair Value, Forfeited/cancelled | $ / shares | 7.96 |
Weighted Average Grant Date Fair Value end of period | $ / shares | $ 3.31 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total Stock-based compensation expense | $ 16,475 | $ 7,804 |
Research and Development | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total Stock-based compensation expense | 6,979 | 2,626 |
Selling, General and Administrative | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total Stock-based compensation expense | $ 9,496 | $ 5,178 |
Income Taxes - Summary of Provi
Income Taxes - Summary of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current provision: | ||
Federal | $ 0 | $ (546) |
State | (15) | (347) |
Foreign | 0 | 126 |
Current provision | (15) | (767) |
Deferred expense: | ||
Federal | (75) | 347 |
State | 0 | 0 |
Deferred expense | (75) | 347 |
Net income tax provision | $ (90) | $ (420) |
Income Taxes - Summary of Compo
Income Taxes - Summary of Components of Income Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Expense (Benefit), Continuing Operations [Abstract] | ||
Income tax benefit at U.S. federal statutory rate | $ (26,129) | $ (10,343) |
Cancellation of debt | 8,161 | 0 |
Inducement loss | 11,172 | 0 |
Extinguishment loss | 1,336 | 0 |
Convertible debt and warrant liabilities | (3,781) | (4,390) |
Derivative Liability | 822 | 0 |
Stock-based compensation | 2,687 | 1,504 |
Tax refunds | (35) | (900) |
Change in valuation allowance | 5,556 | 13,004 |
Other | 121 | 705 |
Net income tax provision | $ (90) | $ (420) |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating losses and carryforwards | $ 139,735 | $ 137,149 |
Section 174 Capitalization | 7,536 | 4,027 |
Reserves | 656 | 949 |
Accrued expenses | 1,159 | 527 |
Lease liability | 360 | 343 |
Stock-based compensation | 1,460 | 2,591 |
Other, net | 0 | 101 |
Total deferred tax assets | 150,906 | 145,687 |
Deferred tax liabilities: | ||
Fixed assets | (222) | (726) |
Intangible assets | (1,110) | (1,201) |
Investment in Enumera | (574) | (1,317) |
ROU asset | (339) | (340) |
Prepaid expenses | (271) | (743) |
Convertible debt | 0 | (552) |
Total deferred tax liabilities | (2,516) | (4,879) |
Net deferred tax assets | 148,390 | 140,808 |
Less: valuation allowance | (148,649) | (141,155) |
Net deferred tax liabilities | $ (259) | $ (347) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax [Line Items] | ||
Change in valuation allowance | $ 7,500 | |
Deferred tax assets, valuation allowance | 148,649 | $ 141,155 |
Federal, net operating loss carryforwards | 500,300 | |
State income tax, net operating loss carryforwards | $ 218,600 | |
Federal net operating loss carryforwards, percentage of taxable income | 80% | |
Uncertain tax positions | $ 0 | |
Uncertain income tax position, description | An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained | |
Interest and penalties related to uncertain tax positions | $ 0 | |
Minimum | ||
Income Tax [Line Items] | ||
Percentage of uncertain income tax position | 50% | |
Federal | ||
Income Tax [Line Items] | ||
Research and expenditure credit carryforwards | $ 8,500 | |
State and Local Jurisdiction | ||
Income Tax [Line Items] | ||
Research and expenditure credit carryforwards | $ 1,900 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Potentially Dilutive Securities Not Included in Calculation of Diluted Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities not included in calculation of diluted loss per share | 78,108,406 | 4,815,813 |
Stock Options to Purchase Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities not included in calculation of diluted loss per share | 763,012 | 582,557 |
Restricted Stock Units (RSUs) | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities not included in calculation of diluted loss per share | 2,537,357 | 278,112 |
Common Stock Warrant | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities not included in calculation of diluted loss per share | 48,475,911 | 2,331,597 |
Common Stock Issuable Upon Conversion of Convertible Notes | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities not included in calculation of diluted loss per share | 26,332,126 | 1,623,547 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Employee Benefit and Share-Based Payment Arrangement, Noncash Expense [Abstract] | ||
Employee benefit plan, contributions by employer | $ 0.5 | $ 0.5 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||
Apr. 03, 2024 | Mar. 31, 2024 | Sep. 30, 2023 | Jun. 30, 2023 | Nov. 30, 2022 | Mar. 27, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 08, 2024 | Oct. 12, 2023 | Oct. 10, 2023 | Jan. 31, 2023 | Jan. 12, 2023 | Dec. 31, 2020 | |
Subsequent Event [Line Items] | ||||||||||||||
Warrants issued | 3,018,868 | 1,300,250 | 48,475,911 | 4,278,074 | 1,000,000 | |||||||||
Proceeds from issuance of common stock | $ 7,300 | $ 9,000 | $ 18,137 | $ 9,014 | ||||||||||
Shares issued, price per share | $ 5.3 | |||||||||||||
Warrants exercise price | $ 5.05 | $ 1.87 | $ 1.93 | |||||||||||
Common Stock | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Issuance of stock, net, shares | 9,235,281 | 8,245,273 | 1,117,155 | |||||||||||
Common stock issued and sold | 1,509,434 | |||||||||||||
Warrants exercise price | $ 3.01 | |||||||||||||
2025 Convertible Notes | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Principal amount | $ 10,225 | $ 132,725 | $ 168,500 | |||||||||||
2028 Convertible Notes | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Principal amount | 23,500 | |||||||||||||
2028 Convertible Notes | Note Purchase Agreements | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Principal amount | $ 17,000 | |||||||||||||
Securities Purchase Agreement | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Warrants issued | 90,000 | 90,000 | ||||||||||||
Warrants exercise price | $ 8.22 | |||||||||||||
Securities Purchase Agreement | Common Stock | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Warrants issued | 800,000 | |||||||||||||
Issuance of stock, net, shares | 800,000 | |||||||||||||
Subsequent Event | Common Stock | Private Placement | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Warrants issued | 5,454,548 | |||||||||||||
Subsequent Event | Note Purchase Agreements | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Warrants issued | 2,000,000 | |||||||||||||
Subsequent Event | 2025 Convertible Notes | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Principal amount | $ 5,600 | |||||||||||||
Subsequent Event | 2028 Convertible Notes | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Principal amount | 3,800 | |||||||||||||
Subsequent Event | 2028 Convertible Notes | Note Purchase Agreements | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Principal amount | $ 2,800 | |||||||||||||
Subsequent Event | Securities Purchase Agreement | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Proceeds from issuance of common stock | $ 6,000 | $ 2,800 | ||||||||||||
Issuance of stock, net, shares | 2,591,662 | |||||||||||||
Sale of stock weighted average purchase price | $ 1.13 | |||||||||||||
Shares issued, price per share | $ 1.1 | |||||||||||||
Subsequent Event | Securities Purchase Agreement | Offering and Private Placement | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Sale of stock expiration date | Apr. 03, 2024 | |||||||||||||
Subsequent Event | Securities Purchase Agreement | Private Placement | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Warrants exercise price | $ 1.1 | |||||||||||||
Subsequent Event | Securities Purchase Agreement | Common Stock | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Common stock issued and sold | 5,454,548 |