Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 06, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Biora Therapeutics, Inc. | |
Entity Central Index Key | 0001580063 | |
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 | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 36,469,088 | |
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 Quarterly Report | true | |
Document Transition Report | false | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | BIOR | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | |
Current assets: | |||
Cash, cash equivalents and restricted cash | $ 5,325 | $ 15,211 | |
Income tax receivable | 822 | 830 | |
Prepaid expenses and other current assets | 3,054 | 3,030 | |
Total current assets | 9,201 | 19,071 | |
Property and equipment, net | 1,268 | 1,156 | |
Right-of-use assets | 1,217 | 1,614 | |
Other assets | 505 | 3,302 | |
Goodwill | 6,072 | 6,072 | |
Total assets | 18,263 | 31,215 | |
Current liabilities: | |||
Accounts payable | 7,512 | 2,843 | |
Accrued expenses and other current liabilities | 19,568 | 17,319 | |
Warrant liabilities | 17,001 | 40,834 | |
Related party senior secured convertible notes, current portion | 1,912 | 1,976 | |
Total current liabilities | 45,993 | 62,972 | |
Convertible notes, net of unamortized discount of $88 and $259 as of June 30, 2024 and December 31, 2023, respectively | 4,512 | 9,966 | |
Senior secured convertible notes, net of unamortized discount of $ 14,152 and $11,066 as of June 30, 2024 and December 31, 2023, respectively (Note 6) | 19,842 | [1] | 14,591 |
Related party senior secured convertible notes net of unamortized discount of $7,442 and $7,951 as of June 30, 2024 and December 31, 2023, respectively (including future interest of $8,794 and $9,747 as of June 30, 2024 and December 31, 2023, respectively) (Note 6) | 19,411 | 19,179 | |
Derivative liabilities | 17,246 | 22,899 | |
Other long-term liabilities | 581 | 3,029 | |
Total liabilities | 107,585 | 132,636 | |
Commitments and contingencies (Note 8) | |||
Stockholders' deficit: | |||
Common stock - $0.001 par value. 300,000,000 and 164,000,000 shares authorized as of June 30, 2024 and December 31, 2023, respectively; 36,689,240 and 28,574,918 shares issued as of June 30, 2024 and December 31, 2023, repectively; 35,943,235 and 27,837,563 shares outstanding as of June 30, 2024 and December 31, 2023, respectively | 34 | 25 | |
Additional paid-in capital | 878,405 | 868,591 | |
Accumulated deficit | (948,682) | (950,958) | |
Treasury stock - at cost; 746,005 and 737,355 shares as of June 30, 2024 and December 31, 2023, respectively | (19,079) | (19,079) | |
Total stockholders' deficit | (89,322) | (101,421) | |
Total liabilities and stockholders' deficit | $ 18,263 | $ 31,215 | |
[1] (2) PIK Notes (as defined below) with a face value of $ 1.8 million are included in these amounts. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 164,000,000 |
Common stock, shares issued | 36,689,240 | 28,574,918 |
Common stock, shares outstanding | 35,943,235 | 27,837,563 |
Treasury stock, at cost shares | 746,005 | 737,355 |
Convertible Notes | ||
Unamortized discount | $ 88 | $ 259 |
Senior Secured Convertible Notes | ||
Unamortized discount | 14,152 | 11,066 |
Related Party Senior Secured Convertible Notes | ||
Unamortized discount | 7,442 | 7,951 |
Future interest | $ 8,794 | $ 9,747 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Revenues | $ 318 | $ 2 | $ 860 | $ 4 |
Operating expenses: | ||||
Research and development | 7,704 | 5,983 | 14,709 | 13,173 |
Selling, general and administrative | 8,400 | 8,953 | 17,453 | 17,309 |
Total operating expenses | 16,104 | 14,936 | 32,162 | 30,482 |
Loss from operations | (15,786) | (14,934) | (31,302) | (30,478) |
Interest expense, net | (711) | (2,703) | (3,468) | (5,383) |
Gain (loss) on warrant liabilities | 13,003 | (161) | 26,918 | 703 |
Other income (expense), net | 9,892 | (5) | 10,109 | (86) |
Income (loss) before income taxes | 6,398 | (17,803) | 2,257 | (35,244) |
Income tax (benefit) expense | (67) | 4 | (19) | 4 |
Net income (loss) | $ 6,465 | $ (17,807) | $ 2,276 | $ (35,248) |
Net income (loss) per share: | ||||
Basic | $ 0.18 | $ (1.47) | $ 0.07 | $ (3.01) |
Diluted | $ (0.04) | $ (1.47) | $ (0.06) | $ (3.01) |
Weighted average shares outstanding: | ||||
Basic | 35,720,168 | 12,143,108 | 32,508,467 | 11,718,408 |
Diluted | 74,215,969 | 12,143,108 | 69,282,114 | 11,718,408 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Treasury Stock |
Beginning Balance at Dec. 31, 2022 | $ (102,287) | $ 8 | $ 743,626 | $ (826,843) | $ (19,078) |
Beginning Balance, shares at Dec. 31, 2022 | 9,098,844 | (170,346) | |||
Issuance of stock, net | 12,524 | $ 3 | 12,521 | ||
Issuance of stock, net, shares | 2,853,109 | ||||
Issuance of common stock upon vesting of restricted stock units | (178) | (178) | |||
Issuance of common stock upon vesting of restricted stock units, shares | 146,321 | (68,938) | |||
Stock-based compensation expense | 2,384 | 2,384 | |||
Net Income (Loss) | (17,441) | (17,441) | |||
Ending Balance at Mar. 31, 2023 | (104,998) | $ 11 | 758,353 | (844,284) | $ (19,078) |
Ending Balance, shares at Mar. 31, 2023 | 12,098,274 | (239,284) | |||
Beginning Balance at Dec. 31, 2022 | (102,287) | $ 8 | 743,626 | (826,843) | $ (19,078) |
Beginning Balance, shares at Dec. 31, 2022 | 9,098,844 | (170,346) | |||
Net Income (Loss) | (35,248) | ||||
Ending Balance at Jun. 30, 2023 | (120,881) | $ 11 | 760,277 | (862,091) | $ (19,078) |
Ending Balance, shares at Jun. 30, 2023 | 13,686,964 | (266,105) | |||
Beginning Balance at Mar. 31, 2023 | (104,998) | $ 11 | 758,353 | (844,284) | $ (19,078) |
Beginning Balance, shares at Mar. 31, 2023 | 12,098,274 | (239,284) | |||
Issuance of stock, net, shares | 1,509,434 | ||||
Issuance of common stock upon vesting of restricted stock units | (90) | (90) | |||
Issuance of common stock upon vesting of restricted stock units, shares | 79,256 | (26,821) | |||
Stock-based compensation expense | 2,014 | 2,014 | |||
Net Income (Loss) | (17,807) | (17,807) | |||
Ending Balance at Jun. 30, 2023 | (120,881) | $ 11 | 760,277 | (862,091) | $ (19,078) |
Ending Balance, shares at Jun. 30, 2023 | 13,686,964 | (266,105) | |||
Beginning Balance at Dec. 31, 2023 | (101,421) | $ 25 | 868,591 | (950,958) | $ (19,079) |
Beginning Balance, shares at Dec. 31, 2023 | 28,574,918 | (737,355) | |||
Issuance of stock, net | 2,824 | $ 3 | 2,821 | ||
Issuance of stock, net, shares | 2,591,662 | ||||
Issuance of common stock upon vesting of restricted stock units, shares | 139 | (69) | |||
Issuance of common stock warrants | 1,062 | 1,062 | |||
Stock-based compensation expense | 1,539 | 1,539 | |||
Net Income (Loss) | (4,189) | (4,189) | |||
Ending Balance at Mar. 31, 2024 | (100,185) | $ 28 | 874,013 | (955,147) | $ (19,079) |
Ending Balance, shares at Mar. 31, 2024 | 31,166,719 | (737,424) | |||
Beginning Balance at Dec. 31, 2023 | (101,421) | $ 25 | 868,591 | (950,958) | $ (19,079) |
Beginning Balance, shares at Dec. 31, 2023 | 28,574,918 | (737,355) | |||
Net Income (Loss) | 2,276 | ||||
Ending Balance at Jun. 30, 2024 | (89,322) | $ 34 | 878,405 | (948,682) | $ (19,079) |
Ending Balance, shares at Jun. 30, 2024 | 36,689,240 | (746,005) | |||
Beginning Balance at Mar. 31, 2024 | (100,185) | $ 28 | 874,013 | (955,147) | $ (19,079) |
Beginning Balance, shares at Mar. 31, 2024 | 31,166,719 | (737,424) | |||
Issuance of stock, net | 2,807 | $ 6 | 2,801 | ||
Issuance of stock, net, shares | 5,454,548 | ||||
Issuance of common stock upon vesting of restricted stock units | (6) | (6) | |||
Issuance of common stock upon vesting of restricted stock units, shares | 67,973 | (8,581) | |||
Issuance of common stock warrants | 24 | 24 | |||
Stock-based compensation expense | 1,573 | 1,573 | |||
Net Income (Loss) | 6,465 | 6,465 | |||
Ending Balance at Jun. 30, 2024 | $ (89,322) | $ 34 | $ 878,405 | $ (948,682) | $ (19,079) |
Ending Balance, shares at Jun. 30, 2024 | 36,689,240 | (746,005) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Operating Activities: | ||
Net income (loss) | $ 2,276 | $ (35,248) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 215 | 313 |
Stock-based compensation expense | 3,112 | 4,398 |
Loss on extinguishment of convertible notes | 185 | 0 |
Amortization of debt discount | 2,279 | 757 |
Loss on disposal of property and equipment | 10 | 9 |
Impairment of property and equipment | 0 | 100 |
Change in fair value of derivative liabilities | (10,252) | 0 |
Change in fair value of warrant liabilities | (26,918) | (703) |
Changes in operating assets and liabilities: | ||
Income tax receivable | 8 | 10 |
Prepaid expenses and other assets | (226) | (59) |
Accounts payable | 4,177 | 1,437 |
Accrued expenses and other current liabilities | 2,113 | 6,170 |
Other long-term liabilities | (427) | (904) |
Net cash used in operating activities | (23,448) | (23,720) |
Investing Activities: | ||
Purchases of property and equipment | (195) | (36) |
Proceeds from sale of property and equipment | 20 | 11 |
Proceeds from sale of investment in Enumera Molecular, Inc. | 3,000 | 0 |
Net cash provided by (used in) investing activities | 2,825 | (25) |
Financing Activities: | ||
Proceeds from issuance of common stock | 6,102 | 12,883 |
Proceeds from issuance of common stock warrants | 2,819 | 8,000 |
Proceeds from issuance of convertible notes, net | 2,813 | 0 |
Payments of offering costs | (384) | (484) |
Payments for financing of insurance premiums | (607) | (688) |
Tax payments to settle restricted stock units | (6) | 0 |
Net cash provided by financing activities | 10,737 | 19,711 |
Net decrease in cash, cash equivalents and restricted cash | (9,886) | (4,034) |
Cash, cash equivalents and restricted cash at beginning of period | 15,211 | 30,486 |
Cash, cash equivalents and restricted cash at end of period | 5,325 | 26,452 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 244 | 1,059 |
Cash paid for income taxes | 61 | 11 |
Supplemental schedule of non-cash investing and financing activities: | ||
Exchange of convertibles note for senior secured notes and warrants | 5,625 | 0 |
Lease assets obtained in exchange for operating lease liabilities | 0 | 1,133 |
Offering costs incurred but not paid | 402 | 0 |
Purchases of property and equipment in accounts payable | $ 161 | $ 0 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||||
Net Income (Loss) | $ 6,465 | $ (4,189) | $ (17,807) | $ (17,441) | $ 2,276 | $ (35,248) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Rule 10b5-1 Arrangement Modified | false |
Non-Rule 10b5-1 Arrangement Modified | false |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | 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 injections 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., 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. 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 June 30, 2024, the Company had cash and cash equivalents of $ 5.1 million, restricted cash of $ 0.2 million and a working capital deficit. The Company had an accumulated deficit of $ 948.7 million as of June 30, 2024. For the six months ended June 30, 2024, the Company reported net income of $ 2.3 million and cash used in operating activities of $ 23.4 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 June 30, 2024, the Company had a face value of $ 50.3 million of 11.0 %/ 13.0 % convertible senior secured notes due 2028 ("2028 Convertible Notes") outstanding and a face value of $ 4.6 million of 7.25 % convertible senior notes due 2025 ("2025 Convertible Notes" and together with the 2028 Con vertible Notes, the "Convertible Notes") outstanding (see Note 6). 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 condensed consolidated financial statements for the three and six months ended June 30, 2024, 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 condensed consolidated financial statements for the three and six months ended June 30, 2024. 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 | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2 . Summary of Significant Accounting Policies Basis of Presentation The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission, from which management derived the Company’s condensed consolidated balance sheet as of December 31, 2023. The condensed consolidated financial statements and notes thereto give retrospective effect 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 condensed consolidated financial statements have been retrospectively adjusted to reflect the Reverse Stock Split for all periods presented. Unaudited Interim Financial Information The accompanying condensed consolidated financial statements are unaudited, have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, consisting of normal recurring adjustments, that are necessary to present fairly the results for the interim periods presented. Results are not necessarily indicative of results to be expected for the year ending December 31, 2024, any other interim periods, or any future year or period. The balance sheet as of December 31, 2023 included herein was derived from the audited financial statements as of that date. Certain disclosures have been condensed or omitted from the interim financial statements. 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, 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. Restricted Cash Restricted cash consists of collateral required for the Company's bank-issued credit cards with a balance of $ 0.2 million as of both June 30, 2024 and December 31, 2023 . Recent Accounting Pronouncements Adopted In August 2020, the Financial Accounting Standards ("FASB") issued Accounting Standards Update ("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 standard is effective for the Company for annual reporting periods beginning after December 15, 2023. The Company adopted this standard on January 1, 2024, and it did not have a material impact on the consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted 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 | 6 Months Ended |
Jun. 30, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Strategic Transformation | 3. Strategic Transformation 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 legacy genetics laboratory and the sale of Avero, together referred to as the "Laboratory Operations." Assets Held for Sale 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 and incurred closing expenses of $ 0.2 million. There are no assets held for sale as of June 30, 2024 or December 31, 2023. 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. On the transaction date, the Company received a 25 % minority ownership stake, 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 Company determined the fair value was less than carrying value as of December 31, 2023 based on negative cash flows from operations and for the year ended December 31, 2023 recorded a $ 3.0 million impairment loss on its investment. The investment is included in other assets in the Company’s condensed consolidated balance sheets as of December 31, 2023 . In March 2024, the Company entered into a stock purchase agreement with Enumera investors, pursuant to which it sold its remaining investment for $ 3.0 million. Licensing Agreements 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, and recorded $ 1.5 million of other income in the third quarter of 2023. 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 the third quarter of 2023 recorded in other expenses in connection with the agreement. 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. |
Balance Sheet Components
Balance Sheet Components | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | 4 . Balance Sheet Components Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): June 30, December 31, Prepaid expenses $ 2,648 $ 2,443 Other current assets 406 587 Total $ 3,054 $ 3,030 Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): June 30, December 31, Computers and software $ 1,202 $ 1,193 Building and leasehold improvements 852 803 Laboratory equipment 704 423 Furniture, fixtures, and office equipment 799 799 Construction in progress 4 45 Total property and equipment 3,561 3,263 Less accumulated depreciation and amortization ( 2,293 ) ( 2,107 ) Property and equipment, net $ 1,268 $ 1,156 Depreciation and amortization expense was $ 0.1 million and $ 0.2 million for the three and six months ended June 30, 2024, respectively, and $ 0.2 million and $ 0.3 million for the three and six months ended June 30, 2023, respectively. Other Assets Other assets consisted of the following (in thousands): June 30, December 31, Investment in Enumera $ — $ 3,000 Other 505 302 Total $ 505 $ 3,302 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): June 30, December 31, Accrual for reimbursement claims and legal settlements, current (1) $ 3,572 $ 6,337 Commissions and bonuses 2,887 2,469 Vacation and payroll benefits 1,485 1,367 Accrued professional services (2) 4,721 2,914 Accrued interest 347 173 Lease liabilities, current 882 896 Insurance financing 1,683 401 Contract liabilities 32 542 Other (3) 3,959 2,220 Total $ 19,568 $ 17,319 (1) Laboratory Operations have been discontinued; amounts related to revenue reserves generated from the Laboratory Operations remain on the balance sheet. (2) The Company has entered into an alternative fee arrangement with a professional services firm related to certain litigation matters; amounts related to the arrangement are included in accrued professional services. Depending on the ultimate outcome of such litigation, the fees could be materially higher than what has been accrued. (3) 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): June 30, December 31, Lease liabilities, net of current portion 402 818 Other (1) 179 2,211 Total $ 581 $ 3,029 (1) Included in the December 31, 2023 amount are contracts that the Company is responsible for that were expensed in discontinued operations in 2021. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 5 . 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 six months ended June 30, 2024 and 2023. 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 June 30, 2024 Derivative liabilities $ — $ — $ 17,246 Warrant liabilities $ — $ — $ 17,001 December 31, 2023 Derivative liabilities $ — $ — $ 22,899 Warrant liabilities $ — $ — $ 40,834 The Company issued 2028 Convertible Notes (see Note 6 ) 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 June 30, 2024 and December 31, 2023 were estimated using a binomial pricing model with the following inputs and assumptions: June 30, December 31, Risk-free interest rate 4.3 % 3.8 % - 4.3 % Expected volatility 95.9 % 84.3 % - 95.7 % Stock price $ 0.66 $ 1.35 Discount rate 36.1 % 28.7 % - 28.9 % The Company’s Level 3 liabilities consist of the warrant liabilities resulting from equity financings (see Note 9) and the Convertible Note exchanges (see Note 6). The Company uses the Black-Scholes Model to value the 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 Level 3 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 comme nsurate to the expected term of the warrants. At June 30, 2024 and December 31, 2023, the fair value of the warrant liabilities were estimated using the Black-Scholes Model with the following inputs and assumptions: June 30, December 31, Risk-free interest rate 4.3 % - 4.7 % 3.8 % - 4.1 % Expected volatility 86.1 % - 95.3 % 95.6 % - 101.8 % Stock price $ 0.66 $ 1.35 Expected life (years) 2.1 - 4.9 2.5 - 5.0 A summary of the changes in the Level 3 classified liabilities is presented below (in thousands): Warrant Liabilities Derivative Liabilities Balance at December 31, 2023 $ 40,834 $ 22,899 Recognition of warrant liabilities 4,170 — Reclassification of warrant liabilities to equity ( 1,062 ) — Expired warrants ( 1,460 ) — Warrant reprice adjustment 1,690 — Recognition of derivative liabilities — 4,599 Change in fair value ( 27,171 ) ( 10,252 ) Balance at June 30, 2024 $ 17,001 $ 17,246 |
Convertible Notes
Convertible Notes | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Convertible Notes | 6. Convertible Notes The following table summarizes significant terms of the Company's Convertible Notes at June 30, 2024 (in thousands): June 30, 2024 Face Value Carrying Value Fair Value (1) Stated Interest Rate Effective Interest Rate 2028 Convertible Notes (2) $ 31,901 $ 19,842 $ 13,687 11 - 13 % 26.7 % Related Party 2028 Convertible Notes (3) $ 18,400 $ 21,323 $ 6,479 11 - 13 % 28.2 % 2025 Convertible Notes $ 4,600 $ 4,512 $ 2,701 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 $ 9.9 million, the 2028 Convertible Notes fair value using the with method is $ 23.6 million. To estimate the fair value of the 2025 Convertible Notes, the Company used unadjusted quoted prices in the active market obtained from third-party pricing ser vices. (2) PIK Notes (as defined below) with a face value of $ 1.8 million are included in these amounts. (3) PIK Notes with a face value of $ 1.0 million are included in these amounts. 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 (4) 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 % (4) 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, the Company used unadjusted quoted prices in the active market obtained from third-party pricing services. 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 June 30, 2024 and December 31, 2023, the unamortized debt discount on the 2025 Convertible Notes was $ 0.1 million and $ 0.3 million, respectively. The amortization of the debt discount was less than $ 0.1 million for both the three and six months ended June 30, 2024, and $ 0.4 million and $ 0.8 million for the three and six months ended June 30, 2023, respectively, and is included in interest expense, net in the consolidated statements of operations. As of June 30, 2024 and December 31, 2023, the unamortized debt discount on the 2028 Convertible Notes was $ 21.6 million and $ 19.0 million, respectively. The amortization of the debt discount was $ 0.3 million and $ 2.2 million for the three and six months ended June 30, 2024, respectively, 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 (the “2025 Convertible Notes 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 . The Company recognized interest expense on the 2025 Convertible Notes of $ 0.1 million and $ 0.2 million for the three and six months ended June 30, 2024, respectively, and $ 2.4 million and $ 4.8 million for the three and six months ended June 30, 2023, 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 2025 Convertible Notes 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 No tes have customary provisions relating to the occurrence of “Events of Default” (as defined in the 2025 Convertible Notes Indenture). As of both June 30, 2024 and December 31, 2023, 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 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 t he pre-funded warrants have no expiration date. T he pre-funded warrants and the warrants (together, the "September 2023 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 income (expense), net in the condensed consolidated statements of operations. Pursuant to Accounting Standards Codification ("ASC") Topic 815, Derivatives and Hedging ("ASC") the Company deemed the September 2023 Warrants to be classified as a liability at fair value initially with subsequent changes in fair value recorded in earnings. The September 2023 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 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 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 these agreements, the Company has agreed to allow certain of the parties to designate one observer to the Company's Board of Directors (the "Board"). The Exchange Warrants have an exercise price of $ 5.50 per share, are exercisable any time on or after December 19, 2023 and expire on December 19, 2028 , the Commitment Warrants have an exercise price of $ 1.36 per share, are exercisable at any time on or after June 19, 2024 and expire on December 19, 2028 , and the Additional Warrants have an exercise price of $ 5.00 per share, are exercisable any time on or after December 19, 2023 and expire on December 19, 2028 . Each of the Exchange Warrants, the Commitment Warrants and the Additional Warrants (together the "December 2023 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 December 2023 Warrants are classified as a liability at fair value initially with subsequent changes in fair value recorded in earnings. In connection with the March 2024 Offering (as defined below), 2,322,059 of the December 2023 Warrants were amended to (i) lower the exercise price to $ 1.10 per share, (ii) provide that the warrants were not exercisable until June 5, 2024 (the "Stockholder Approval Date") and (iii) extend the original expiration date to be five year s from the Stockholder Approval Date. The December note exchange with one holder of 2025 Convertible Notes constitutes a troubled debt restructuring ("TDR") under ASC Topic 470, Debt ("ACS 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 2028 Convertible Notes. The December 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 during the fourth quarter of 2023. 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 pursuant to which the investor agreed 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. The warrants have an exercise price of $ 2.75 per share, are exercisable at any time on or after September 12, 2024 and expire on March 12, 2029 . The 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 warrants are classified as a liability at fair value initially with subsequent changes in fair value recorded in earnings. The exchange is considered a debt extinguishment under ASC 470. As a result, the Company recorded a loss on debt extinguishment of $ 0.2 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 the net carrying value of the 2025 Convertible Notes. 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 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. In March 2024 the maturity date of the Convertible Notes was extended to December 19, 2028 . 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 . The Company recognized interest expense on the 2028 Convertible Notes of $ 1.1 million and $ 1.8 million for the three and six months ended June 30, 2024, respectively. In May 2024, the Company entered into an agreement with holders of the Company's 2028 Convertible Notes for payment in kind interest in the form of additional 11.00 %/ 13.00 % Notes (“PIK Notes”). The payment was made to the holders by issuing additional 2028 Convertible Notes in an amount equal to the interest payment obligation of approximately $ 2.8 million for the payment date occurring on June 1, 2024. 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 2028 Convertible Notes 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 2028 Convertible Notes 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 Convertible Notes 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, dated as of December 19, 2023 , among the Company, the Guarantors party thereto and GLAS Trust Company LLC, as collateral agent (the "Security Agreement") 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 2028 Convertible Notes Indenture). As of both June 30, 2024 and 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 income (expense), net in the consolidated statement of operations. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 7. Related Party Transactions As of June 30, 2024 and December 31, 2023 , Athyrium Capital Management, LP (“Athyrium”) held $ 18.4 million, including $ 1 million in PIK Notes, and $ 17.4 million aggregate principal amount of 2028 Convertible Notes (see Note 6). Athyrium also held 10,929,763 shares, or 30.4 %, of the Company's common stock outstanding, 7,399,226 pre-funded warrants and warrants to purchase up to 24,583,252 shares of common stock at exercise prices ranging from of $ 3.01 to $ 8.22 as of June 30, 2024. The Company's 2028 Convertible Notes June 1, 2024 interest payment was made in the form of PIK Notes. The payment was made to Athyrium by issuing additional 2028 Convertible Notes in an amount equal to the interest payment obligation of approximately $ 1.0 million. 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 9 ) 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. In November 2022, the Company entered into a securities purchase agreement with an institutional investor. Following this transaction, the institutional investor became a related party due to greater than 5 % owners hip. 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 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. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8 . Commitments and Contingencies Operating Leases The Company has entered into various noncancelable 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. Cash paid for operating leases was $ 0.3 million and $ 0.8 million for the six months ended June 30, 2024 and 2023, respectively. The components of lease expense were as follows (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Operating lease costs $ 235 $ 409 $ 470 $ 793 Supplemental weighted-average information related to operating leases is as follows: June 30, 2024 2023 Weighted-average remaining lease term (years) 1.8 2.5 Weighted-average discount rate 9.6 % 9.6 % As of June 30, 2024, future lease payments under the non-cancelable operating leases were as follows (in thousands): Year ending December 31, Minimum 2024 (remaining) $ 518 2025 590 2026 264 2027 18 2028 and thereafter — Total minimum lease payments 1,390 Less: interest ( 106 ) Present value of lease liabilities $ 1,284 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. Government Investigations Settlements 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. The Company did no t make any payments during the six months ended June 30, 2023. The Company paid $ 2.8 million during the six months ended June 30, 2024. The remaining amount payable of $ 2.6 million was due on or before July 1, 2024, and is subject to interest at a rate of 1.25 % per annum. The Company notified the government parties that payment of the remaining amount payable would be delayed. As of June 30, 2024, the Company’s accrual consisted of $ 2.6 million in accrued expenses and other current liabilities. 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 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. 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. 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. Ravgen Litigation 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. Ravgen has since narrowed its claim of infringement to a single patent claim of one patent. Management believes the claims in Ravgen’s complaint are without merit, and the Company is vigorously defending against them. A trial date is expected to be scheduled for the end of the fourth quarter 2024 or 2025. 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. This amount is included in accrued expense s and other current liabilities as of June 30, 2024. Subsequently, the appellate court granted the parties’ joint motion to stay the appeal and remand the case to the district court for settlement purposes. 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 underlying matter in the above-described securities lawsuit. 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 underlying matter in the above-described securities lawsuit. Given the uncertainty of 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 | 6 Months Ended |
Jun. 30, 2024 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 9 . Stockholders’ Equity Common Stock On January 3, 2023, the Company effected the Reverse Stock Split of the Company's common stock. The Reverse Stock Split, which has been retroactively reflected throughout the condensed 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. On June 5, 2024, the Company’s stockholders approved an increase in the number of authorized shares of the Company's common stock from 164,000,000 to 300,000,000 and the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect such increase, which became effective immediately upon filing. Registered Offerings 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 securities purchase agreement related to the registered direct offering completed in November 2022. The warrants have an exer cise price of $ 8.22 and were exercisable beginning on May 9, 2023 . In connection with the March 2024 Offering (as defined below), the warrants were amended to (i) lower the exercise price to $ 1.10 per share, (ii) provide that the warrants were not exercisable until the Stockholder Approval Date and (iii) extend the original expiration date to be five years from the Stockholder Approval 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. 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. At issuance, the warrants had an exercise price of $ 5.05 per share and were exercisable at any time. The Company received approximately $ 7.3 million in net proceeds, after deducting placement agent fees and offering expenses. In connection with the March 2024 Offering (as defined below), the warrants were amended to (i) lower the exercise price to $ 1.10 per share, (ii) provide that the warrants were not exercisable until the Stockholder Approval Date and (iii) extend the original expiration date to be five years from the Stockholder Approval 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 $ 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. On January 31, 2024, warrants to purchase 848,366 shares and 1,378,687 shares, respectively, of the Company's common stock vested and were reclassified to equity on the vesting termination date, the remaining warrants expired and the Company recognized a gain of $ 1.5 million included in gain on warrant liabilities on the consolidated statements of operations. 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 and (2) the issuance of unregistered warrants to purchase up to 5,454,548 shares of the Company's common stock with an exercise price of $ 1.10 to certain accredited investors in a concurrent private placement (collectively, the "March 2024 Offering"). The March 2024 Offering closed and was recorded in April 2024 . The Company received net proceeds of $ 5.5 million after deducting placement agent fees and offering expenses. In connection with the March 2024 Offering, the Company also agreed to amend an aggregate of 6,415,822 outstanding warrants held by purchasers in the offering to (i) lower the exercise price to $ 1.10 per share, (ii) provide that the warrants were not exercisable until the Stockholder Approval Date and (iii) extend the original expiration date to be five years from the Stockholder Approval 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 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. Common Stock Warrants As of June 30, 2024, 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 824,137 $ 8.22 December 2028 2,085,372 $ 5.00 December 2028 5,039,236 $ 5.50 Related Parties Total 31,982,478 Held by non-affiliates February 2026 69,930 $ 171.50 August 2026 452,635 $ 25.00 April 2027 1,378,687 $ 1.87 April 2027 848,366 $ 1.93 December 2028 5,030,882 $ 1.36 December 2028 2,999,241 $ 5.00 March 2029 2,000,000 $ 2.75 June 2029 11,870,370 $ 1.10 Non-affiliate Total 24,650,111 Total 56,632,589 At-The-Market Sales Agreement and Offering In November 2021, the Company entered into an At Market Issuance Sales 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 (the "ATM Facility"). In connection with the registered direct offering in November 2022, the aggregate offering 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 Facility. The following table provides information on the shares sold under the ATM Facility for the three and six months ended June 30, 2024 and 2023. Three Months Ended Six Months Ended 2024 2023 2024 2023 Net proceeds (in millions) $ — $ — $ 2.8 $ 12.6 Number of shares — — 2,591,662 2,853,109 Weighted average purchase price $ — $ — $ 1.13 $ 4.69 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 Delaware Secretary of State, which, effective immediately upon filing, eliminated all matters set forth in the Certificate of Designation of Series X Preferred Stock filed with the Delaware Secretary of State on November 21, 2022. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 10 . 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 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 com mon stock reserved for issuance. As of June 30, 2024 there were 4,735,295 shares available for issuance under the 2018 Fifth Amended Plan. On November 3, 2021, the Board approved and adopted the Company’s 2021 Inducement Plan ("2021 Inducement Plan") to provide for the reservation of 260,000 shares of the Company’s common s tock to be used exclusively for the grant of awards to individuals not previously an employee or non-employee director of the Company. As of June 30, 2024, 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 Plan, the 2018 Fifth Amended Plan and the 2021 Inducement Plan during the six months ended June 30, 2024: Stock Options Weighted- Weighted- Aggregate Balance at December 31, 2023 763,012 $ 36.23 Options granted 78,800 $ 0.71 Options exercised — $ — Options forfeited/cancelled ( 7,671 ) $ 59.68 Balance at June 30, 2024 834,141 $ 32.66 7.8 $ — Vested and expected to vest at June 30, 2024 834,141 $ 32.66 7.8 $ — Vested and exercisable at June 30, 2024 402,784 $ 50.45 7.4 $ — 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 six months ended June 30, 2024 and 2023: Six Months Ended 2024 2023 Risk-free interest rate 4.3 % - 4.7 % 3.5 % - 4.0 % Expected volatility 95.0 % - 96.8 % 101.3 % - 102.7 % 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 six months ended June 30, 2024 and 2023 was $ 0.59 per option and $ 2.93 per option, respectively. Restricted Stock Units The following table summarizes RSU activity for the six months ended June 30, 2024: Number of Shares Weighted- Balance at December 31, 2023 2,537,357 $ 3.31 Granted 2,783,000 $ 0.81 Vested ( 68,112 ) $ 4.99 Forfeited/cancelled ( 40,800 ) $ 2.91 Balance at June 30, 2024 5,211,445 $ 1.95 Stock-Based Compensation Expense The following table presents total stock-based compensation expense included in each functional line item in the accompanying condensed consolidated statements of operations (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Research and development 713 773 1,288 1,628 Selling, general and administrative 860 1,241 1,824 2,770 Total stock-based compensation expense $ 1,573 $ 2,014 $ 3,112 $ 4,398 At June 30, 2024 there was $ 4.8 million of compensation cost related to unvested stock options expected to be recognized over a remaining weighted average vesting period of 2.3 years and $ 8.3 million of compensation cost related to unvested RSUs expected to be recognized over a remaining weighted average vesting period of 3.4 years. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11 . Income Taxes The Company calculates its interim income tax provision in accordance with ASC Topic 270, Interim Reporting , and ASC Topic 740, Accounting for Income Taxes . At the end of each interim period, management estimates the annual effective t ax rate and applies such rate to the Company’s ordinary quarterly earnings to calculate income tax expense related to ordinary income. The Company's effective tax rate was zero f or the three and six months ended June 30, 2024 and 2023. The tax effects of items significant, unusual and infrequent in nature are discretely calculated and recognized in the period during which they occur. The Company’s net operating loss carryforwards and research and development expenditure credit carryforwards may be subject to an annual limitation under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), and similar state provisions if the Company experiences an ownership change within the meaning of such Code sections. In general, an ownership change, as defined by Sections 382 and 383 of the Code, occurs when there is a 50 percentage points or more shift in ownership, consisting of shareholders owning more than 5 % in the Company, occurr ing within a three-year testing period. The Company performed a formal study through the date of the IPO and determined future utilization of tax attribute carryforwards were not limited per Section 382 of the Internal Revenue Code. The Company has not updated its Section 382 study since the IPO offering in 2020. However, because the Company has raised and expects to continue to raise significant amounts of equity, the Company expects that Section 382 will 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. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | 12. Net Income (Loss) Per Share Basic net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common stock and potentially dilutive securities outstanding for the period. For the periods that the Company has reported net losses presented, all potentially dilutive securities are antidilutive and, accordingly, basic net loss per share equals diluted net loss per share. Diluted net income represents our net income plus interest expense on the Convertible Notes, net of tax. The potential dilutive effect of stock options and unvested RSUs during the period are calculated in accordance with the treasury stock method, but are excluded if their effect is anti-dilutive. The potential dilutive effect of our Convertible Notes outstanding during the period are calculated using the if-converted method assuming the conversion of our Convertible Notes as of the earliest period reported or at the date of issuance, if later, but are excluded if their effect is anti-dilutive. A reconciliation of the numerators and the denominators of the basic and dilutive net income (loss) per share computations are as follows (in thousands, expect share and per share amounts): Three Months Ended Six Months Ended June 30, 2024 Net income $ 6,465 $ 2,276 Add interest expense on Convertible Notes, net of tax 740 3,533 Less gain on derivative liabilities ( 9,834 ) ( 10,252 ) Net loss, diluted $ ( 2,629 ) $ ( 4,443 ) Basic weighted-average number of shares outstanding 35,720,168 32,508,467 Potentially dilutive common share equivalents 38,495,801 36,773,647 Diluted weighted average number of shares outstanding 74,215,969 69,282,114 Basic earnings per share $ 0.18 $ 0.07 Diluted loss per share $ ( 0.04 ) $ ( 0.06 ) 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: Three Months Ended Six Months Ended 2024 2023 2024 2023 Stock options to purchase common stock 792,543 708,732 777,802 708,732 Restricted stock units 5,176,580 1,032,201 2,504,018 1,032,201 Common stock warrants and pre-funded warrants 49,233,363 5,440,465 49,233,363 5,440,465 Common stock issuable upon conversion of Convertible Notes — 1,623,547 — 1,623,547 Total 55,202,486 8,804,945 52,515,183 8,804,945 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events On July 1, 2024, the Company entered into an Equity Distribution Agreement (the "Sale Agreement") with Canaccord Genuity LLC and H.C. Wainwright & Co., LLC (the "Agents"), pursuant to which the Company may offer and sell from time to time up to $ 90.0 million in shares of common stock in "at the market offerings" through the Agents. Due to the offering limitations applicable to the Company under General Instruction I.B.6. of Form S-3 and its public float as of July 1, 2024, and in accordance with the terms of the Sale Agreement, the Company may sell shares of its common stock having an aggregate gross sales price of up to $ 6.0 million. If its public float increases such that the Company may sell additional amounts under the Sale Agreement and its registration statement on Form S-3, the Company will file another prospectus supplement prior to making additional sales. The Company has no obligation to sell any shares under the Sale Agreement, and may suspend offers or terminate the Sale Agreement at any time. 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 pursuant to the Sale Agreement. From July 1, 2024 through August 1, 2024, the Company received net proceeds of $ 0.4 million, after deducting commissions and other offering expenses, from the sale of 525,853 shares under the Sale Agreement. The Company sold such shares at a weighted average purchase price of $ 0.69 per share. On July 3, 2024, the Company entered into a letter agreement with the holders of the 2028 Convertible Notes pursuant to which, in exchange for the holders agreeing to forbear, until July 31, 2024, from exercising or enforcing certain rights and remedies against the Company under the terms of the 2028 Convertible Notes Indenture as a result of the Company's potential failure to comply with minimum liquidity requirement of Section 3.13 thereof, the Company issued to the holders 1,249,999 warrants to purchase shares of common stock (the “Forbearance Warrants”). The Forbearance Warrants have an exercise price of $ 0.63 per share and are exercisable at any time on or after July 3, 2024 and expire on July 3, 2028 . On July 31, 2024, the Company entered into a letter agreement with the holders of the 2028 Convertible Notes pursuant to which the parties agreed to extend the forbearance until August 4, 2024. The parties subsequently agreed to extend the forbearance until August 16, 2024. On August 12, 2024 the Company entered into an exchange agreement with holders (each, a “Holder”) of the Company’s 2028 Convertible Notes, pursuant to which the Company agreed to acquire an aggregate of $ 10.8 million of principal amount, plus accrued and unpaid interest, of the existing 2028 Convertible Notes in exchange for (i) $ 10.8 million of a series of a new tranche of 2028 Convertible Notes ("Payment Priority Notes") on the initial closing date. The Company also entered into a note purchase agreements with the Holders to purchase $ 16.0 million in aggregate principal amount of Payment Priority Notes from the Company for cash at par value on the initial closing date. Once per month, up to three times following the initial closing date, the Company may request that the Holders purchase additional Payment Priority Notes (a “Subsequent Draw”) with a purchase price of $ 4.0 million in a subsequent closing for a maximum amount of $ 16.0 million. To the extent that a Holder that is a party to the note purchase agreement acquires additional Payment Priority Notes pursuant to a Subsequent Draw, each Holder shall have the right to exchange additional 2028 Convertible Notes for a series of Payment Priority Notes concurrently with the closing of such Subsequent Draw. Additionally, as part of the agreements, the investors were granted warrants to purchase 6,677,794 shares of common stock with an exercise price of $ 0.60 at the initial closing and will be granted additional warrants to purchase shares of common stock to in connection with Subsequent Draws. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission, from which management derived the Company’s condensed consolidated balance sheet as of December 31, 2023. The condensed consolidated financial statements and notes thereto give retrospective effect 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 condensed consolidated financial statements have been retrospectively adjusted to reflect the Reverse Stock Split for all periods presented. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The accompanying condensed consolidated financial statements are unaudited, have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, consisting of normal recurring adjustments, that are necessary to present fairly the results for the interim periods presented. Results are not necessarily indicative of results to be expected for the year ending December 31, 2024, any other interim periods, or any future year or period. The balance sheet as of December 31, 2023 included herein was derived from the audited financial statements as of that date. Certain disclosures have been condensed or omitted from the interim financial statements. |
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, 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. |
Restricted Cash | Restricted Cash Restricted cash consists of collateral required for the Company's bank-issued credit cards with a balance of $ 0.2 million as of both June 30, 2024 and December 31, 2023 . |
Recent Accounting Pronouncements Adopted | Recent Accounting Pronouncements Adopted In August 2020, the Financial Accounting Standards ("FASB") issued Accounting Standards Update ("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 standard is effective for the Company for annual reporting periods beginning after December 15, 2023. The Company adopted this standard on January 1, 2024, and it did not have a material impact on the consolidated financial statements. |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted 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. |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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): June 30, December 31, Prepaid expenses $ 2,648 $ 2,443 Other current assets 406 587 Total $ 3,054 $ 3,030 |
Summary of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): June 30, December 31, Computers and software $ 1,202 $ 1,193 Building and leasehold improvements 852 803 Laboratory equipment 704 423 Furniture, fixtures, and office equipment 799 799 Construction in progress 4 45 Total property and equipment 3,561 3,263 Less accumulated depreciation and amortization ( 2,293 ) ( 2,107 ) Property and equipment, net $ 1,268 $ 1,156 |
Schedule of Other Assets | Other assets consisted of the following (in thousands): June 30, December 31, Investment in Enumera $ — $ 3,000 Other 505 302 Total $ 505 $ 3,302 |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): June 30, December 31, Accrual for reimbursement claims and legal settlements, current (1) $ 3,572 $ 6,337 Commissions and bonuses 2,887 2,469 Vacation and payroll benefits 1,485 1,367 Accrued professional services (2) 4,721 2,914 Accrued interest 347 173 Lease liabilities, current 882 896 Insurance financing 1,683 401 Contract liabilities 32 542 Other (3) 3,959 2,220 Total $ 19,568 $ 17,319 (1) Laboratory Operations have been discontinued; amounts related to revenue reserves generated from the Laboratory Operations remain on the balance sheet. (2) The Company has entered into an alternative fee arrangement with a professional services firm related to certain litigation matters; amounts related to the arrangement are included in accrued professional services. Depending on the ultimate outcome of such litigation, the fees could be materially higher than what has been accrued. (3) 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): June 30, December 31, Lease liabilities, net of current portion 402 818 Other (1) 179 2,211 Total $ 581 $ 3,029 (1) Included in the December 31, 2023 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) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 Derivative liabilities $ — $ — $ 17,246 Warrant liabilities $ — $ — $ 17,001 December 31, 2023 Derivative liabilities $ — $ — $ 22,899 Warrant liabilities $ — $ — $ 40,834 |
Summary of Inputs and Assumptions used to Determine Fair Value of Warrant Liability | At June 30, 2024 and December 31, 2023, the fair value of the warrant liabilities were estimated using the Black-Scholes Model with the following inputs and assumptions: June 30, December 31, Risk-free interest rate 4.3 % - 4.7 % 3.8 % - 4.1 % Expected volatility 86.1 % - 95.3 % 95.6 % - 101.8 % Stock price $ 0.66 $ 1.35 Expected life (years) 2.1 - 4.9 2.5 - 5.0 |
Summary of Changes in Warrant 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, 2023 $ 40,834 $ 22,899 Recognition of warrant liabilities 4,170 — Reclassification of warrant liabilities to equity ( 1,062 ) — Expired warrants ( 1,460 ) — Warrant reprice adjustment 1,690 — Recognition of derivative liabilities — 4,599 Change in fair value ( 27,171 ) ( 10,252 ) Balance at June 30, 2024 $ 17,001 $ 17,246 |
Derivative Financial Instruments Liabilities [Member] | |
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 Liability | The fair value of the embedded derivatives as of June 30, 2024 and December 31, 2023 were estimated using a binomial pricing model with the following inputs and assumptions: June 30, December 31, Risk-free interest rate 4.3 % 3.8 % - 4.3 % Expected volatility 95.9 % 84.3 % - 95.7 % Stock price $ 0.66 $ 1.35 Discount rate 36.1 % 28.7 % - 28.9 % |
Convertible Notes (Tables)
Convertible Notes (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 (in thousands): June 30, 2024 Face Value Carrying Value Fair Value (1) Stated Interest Rate Effective Interest Rate 2028 Convertible Notes (2) $ 31,901 $ 19,842 $ 13,687 11 - 13 % 26.7 % Related Party 2028 Convertible Notes (3) $ 18,400 $ 21,323 $ 6,479 11 - 13 % 28.2 % 2025 Convertible Notes $ 4,600 $ 4,512 $ 2,701 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 $ 9.9 million, the 2028 Convertible Notes fair value using the with method is $ 23.6 million. To estimate the fair value of the 2025 Convertible Notes, the Company used unadjusted quoted prices in the active market obtained from third-party pricing ser vices. (2) PIK Notes (as defined below) with a face value of $ 1.8 million are included in these amounts. (3) PIK Notes with a face value of $ 1.0 million are included in these amounts. 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 (4) 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 % (4) 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, the Company used unadjusted quoted prices in the active market obtained from third-party pricing services. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Components of Lease Expense | The components of lease expense were as follows (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Operating lease costs $ 235 $ 409 $ 470 $ 793 |
Supplemental Weighted-Average Information Related to Operating Leases | Supplemental weighted-average information related to operating leases is as follows: June 30, 2024 2023 Weighted-average remaining lease term (years) 1.8 2.5 Weighted-average discount rate 9.6 % 9.6 % |
Schedule of Net Minimum Payments Under Non-Cancelable Operating Leases | As of June 30, 2024, future lease payments under the non-cancelable operating leases were as follows (in thousands): Year ending December 31, Minimum 2024 (remaining) $ 518 2025 590 2026 264 2027 18 2028 and thereafter — Total minimum lease payments 1,390 Less: interest ( 106 ) Present value of lease liabilities $ 1,284 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Warrants Outstanding to Acquire Shares of its Common Stock | As of June 30, 2024, 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 824,137 $ 8.22 December 2028 2,085,372 $ 5.00 December 2028 5,039,236 $ 5.50 Related Parties Total 31,982,478 Held by non-affiliates February 2026 69,930 $ 171.50 August 2026 452,635 $ 25.00 April 2027 1,378,687 $ 1.87 April 2027 848,366 $ 1.93 December 2028 5,030,882 $ 1.36 December 2028 2,999,241 $ 5.00 March 2029 2,000,000 $ 2.75 June 2029 11,870,370 $ 1.10 Non-affiliate Total 24,650,111 Total 56,632,589 |
Schedule of Shares Sold Under the ATM Sale Agreement | The following table provides information on the shares sold under the ATM Facility for the three and six months ended June 30, 2024 and 2023. Three Months Ended Six Months Ended 2024 2023 2024 2023 Net proceeds (in millions) $ — $ — $ 2.8 $ 12.6 Number of shares — — 2,591,662 2,853,109 Weighted average purchase price $ — $ — $ 1.13 $ 4.69 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 Plan, the 2018 Fifth Amended Plan and the 2021 Inducement Plan during the six months ended June 30, 2024: Stock Options Weighted- Weighted- Aggregate Balance at December 31, 2023 763,012 $ 36.23 Options granted 78,800 $ 0.71 Options exercised — $ — Options forfeited/cancelled ( 7,671 ) $ 59.68 Balance at June 30, 2024 834,141 $ 32.66 7.8 $ — Vested and expected to vest at June 30, 2024 834,141 $ 32.66 7.8 $ — Vested and exercisable at June 30, 2024 402,784 $ 50.45 7.4 $ — |
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 six months ended June 30, 2024 and 2023: Six Months Ended 2024 2023 Risk-free interest rate 4.3 % - 4.7 % 3.5 % - 4.0 % Expected volatility 95.0 % - 96.8 % 101.3 % - 102.7 % 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 six months ended June 30, 2024: Number of Shares Weighted- Balance at December 31, 2023 2,537,357 $ 3.31 Granted 2,783,000 $ 0.81 Vested ( 68,112 ) $ 4.99 Forfeited/cancelled ( 40,800 ) $ 2.91 Balance at June 30, 2024 5,211,445 $ 1.95 |
Schedule of Stock-based Compensation Expense | The following table presents total stock-based compensation expense included in each functional line item in the accompanying condensed consolidated statements of operations (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Research and development 713 773 1,288 1,628 Selling, general and administrative 860 1,241 1,824 2,770 Total stock-based compensation expense $ 1,573 $ 2,014 $ 3,112 $ 4,398 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Dilutive Net Income (Loss) Per Share | A reconciliation of the numerators and the denominators of the basic and dilutive net income (loss) per share computations are as follows (in thousands, expect share and per share amounts): Three Months Ended Six Months Ended June 30, 2024 Net income $ 6,465 $ 2,276 Add interest expense on Convertible Notes, net of tax 740 3,533 Less gain on derivative liabilities ( 9,834 ) ( 10,252 ) Net loss, diluted $ ( 2,629 ) $ ( 4,443 ) Basic weighted-average number of shares outstanding 35,720,168 32,508,467 Potentially dilutive common share equivalents 38,495,801 36,773,647 Diluted weighted average number of shares outstanding 74,215,969 69,282,114 Basic earnings per share $ 0.18 $ 0.07 Diluted loss per share $ ( 0.04 ) $ ( 0.06 ) |
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: Three Months Ended Six Months Ended 2024 2023 2024 2023 Stock options to purchase common stock 792,543 708,732 777,802 708,732 Restricted stock units 5,176,580 1,032,201 2,504,018 1,032,201 Common stock warrants and pre-funded warrants 49,233,363 5,440,465 49,233,363 5,440,465 Common stock issuable upon conversion of Convertible Notes — 1,623,547 — 1,623,547 Total 55,202,486 8,804,945 52,515,183 8,804,945 |
Organization and Description _2
Organization and Description of Business - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Mar. 08, 2024 | Dec. 31, 2023 | Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||
Cash and cash equivalents | $ 5,100 | $ 5,100 | |||||||
Restricted cash | 200 | 200 | |||||||
Accumulated deficit | 948,682 | 948,682 | $ 950,958 | ||||||
Net income | 6,465 | $ (4,189) | $ (17,807) | $ (17,441) | 2,276 | $ (35,248) | |||
Cash used in operating activities | 23,448 | $ 23,720 | |||||||
2028 Convertible Notes and Related Party 2028 Convertible Notes | |||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||
Face Value | $ 50,300 | $ 50,300 | |||||||
2028 Convertible Notes and Related Party 2028 Convertible Notes | Minimum | |||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||
Interest rate | 11% | 11% | |||||||
2028 Convertible Notes and Related Party 2028 Convertible Notes | Maximum | |||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||
Interest rate | 13% | 13% | |||||||
7.25% Convertible Senior Notes due 2025 | |||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||
Face Value | $ 4,600 | $ 4,600 | $ 5,600 | $ 10,225 | $ 168,500 | ||||
Interest rate | 7.25% | 7.25% | 7.25% | 7.25% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Summary Of Significant Accounting Policies [Line Items] | ||
Common Stock, Shares Authorized | 300,000,000 | 164,000,000 |
Restricted cash collateral for credit cards | $ 0.2 | $ 0.2 |
Accounting Standards Update 2023-09 | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Change in accounting principle, accounting standards update, adopted [true false] | false |
Strategic Transformation - Addi
Strategic Transformation - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Oct. 06, 2023 | Mar. 31, 2024 | Sep. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | May 31, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Proceeds from sale of building held for sale | $ 2,800,000 | ||||||
Expense incurred in sale of building | $ 200,000 | ||||||
Proceeds from sale of equity securities | $ 3,000,000 | $ 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 | $ 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 | ||||||
Proceeds from sale of equity securities | $ 3,000,000 | ||||||
Preeclampsia Agreement | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Other income | $ 1,500,000 | ||||||
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 stake, percentage | 25% |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid expenses | $ 2,648 | $ 2,443 |
Other current assets | 406 | 587 |
Total | $ 3,054 | $ 3,030 |
Balance Sheet Components - Su_2
Balance Sheet Components - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 3,561 | $ 3,263 |
Less accumulated depreciation and amortization | (2,293) | (2,107) |
Property and equipment, net | 1,268 | 1,156 |
Computers and Software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,202 | 1,193 |
Building and Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 852 | 803 |
Laboratory Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 704 | 423 |
Furniture, Fixtures, and Office Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 799 | 799 |
Construction in Progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 4 | $ 45 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Other Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Other | $ 505 | $ 302 |
Total | 505 | 3,302 |
Enumera Molecular Inc | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Investment in Enumera | $ 0 | $ 3,000 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Depreciation expense | $ 0.1 | $ 0.2 | $ 0.2 | $ 0.3 |
Balance Sheet Components - Su_3
Balance Sheet Components - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accrual for reimbursement claims and legal settlements, current | [1] | $ 3,572 | $ 6,337 |
Commissions and bonuses | 2,887 | 2,469 | |
Vacation and payroll benefits | 1,485 | 1,367 | |
Accrued professional services | [2] | 4,721 | 2,914 |
Accrued interest | 347 | 173 | |
Lease liabilities, current | 882 | 896 | |
Insurance financing | 1,683 | 401 | |
Contract liabilities | 32 | 542 | |
Other | [3] | 3,959 | 2,220 |
Total | $ 19,568 | $ 17,319 | |
[1] Laboratory Operations have been discontinued; amounts related to revenue reserves generated from the Laboratory Operations The Company has entered into an alternative fee arrangement with a professional services firm related to certain litigation matters; amounts related to the arrangement are included in accrued professional services. Depending on the ultimate outcome of such litigation, the fees could be materially higher than what has been accrued. Included in this amount are contracts that the Company is responsible for that were expensed in discontinued operations in 2021. |
Balance Sheet Components - Su_4
Balance Sheet Components - Summary of Other Long-term Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Lease liabilities, net of current portion | $ 402 | $ 818 | |
Other | [1] | 179 | 2,211 |
Total | $ 581 | $ 3,029 | |
[1] Included in the December 31, 2023 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 ($) | Jun. 30, 2024 | Jun. 30, 2023 |
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 | Jun. 30, 2024 | Dec. 31, 2023 |
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 | Embedded Derivative | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities at fair value | 0 | 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 | Embedded Derivative | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities at fair value | 0 | 0 |
Level 3 | Warrant Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities at fair value | 17,001 | 40,834 |
Level 3 | Embedded Derivative | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities at fair value | $ 17,246 | $ 22,899 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Inputs and Assumptions used to Determine Fair Value of Warrant Liability (Details) | Jun. 30, 2024 $ / shares | Dec. 31, 2023 $ / shares |
Derivative Financial Instruments Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Share Price | $ 0.66 | $ 1.35 |
Level 3 | Warrant Liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Share Price | $ 0.66 | $ 1.35 |
Level 3 | Warrant Liability | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Expected life (years) | 2 years 1 month 6 days | 2 years 6 months |
Level 3 | Warrant Liability | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Expected life (years) | 4 years 10 months 24 days | 5 years |
Risk-free interest rate | Derivative Financial Instruments Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value of embedded derivative liability range | 0.43 | |
Risk-free interest rate | Minimum | Derivative Financial Instruments Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value of embedded derivative liability range | 0.38 | |
Risk-free interest rate | Maximum | Derivative Financial Instruments Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value of embedded derivative liability range | 0.43 | |
Risk-free interest rate | Level 3 | Warrant Liability | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement inputs | 0.43 | 0.38 |
Risk-free interest rate | Level 3 | Warrant Liability | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement inputs | 0.47 | 0.41 |
Expected volatility | Derivative Financial Instruments Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value of embedded derivative liability range | 9.59 | |
Expected volatility | Minimum | Derivative Financial Instruments Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value of embedded derivative liability range | 8.43 | |
Expected volatility | Maximum | Derivative Financial Instruments Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value of embedded derivative liability range | 9.57 | |
Expected volatility | Level 3 | Warrant Liability | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement inputs | 8.61 | 9.56 |
Expected volatility | Level 3 | Warrant Liability | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement inputs | 9.53 | 10.18 |
Measurement input discount rate | Derivative Financial Instruments Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value of embedded derivative liability range | 3.61 | |
Measurement input discount rate | Minimum | Derivative Financial Instruments Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value of embedded derivative liability range | 2.87 | |
Measurement input discount rate | Maximum | Derivative Financial Instruments Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value of embedded derivative liability range | 2.89 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Changes in Warrant Liabilities (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Derivative Liabilities [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at December 31, 2023 | $ 22,899 |
Recognition of warrant liabilities and derivative liabilities | 4,599 |
Change in fair value | (10,252) |
Balance at June 30, 2024 | 17,246 |
Warrant [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at December 31, 2023 | 40,834 |
Recognition of warrant liabilities | 4,170 |
Reclassification of warrant liabilities to equity | (1,062) |
Expired warrants | (1,460) |
Warrant reprice adjustment | 1,690 |
Change in fair value | $ (27,171) |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants |
Balance at June 30, 2024 | $ 17,001 |
Convertible Notes - Summary of
Convertible Notes - Summary of Significant Terms of Company's Convertible Notes (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Mar. 08, 2024 | Dec. 31, 2023 | Dec. 31, 2020 | ||
Debt Instrument [Line Items] | ||||||
2028 Convertible Notes | $ 19,842 | [1] | $ 14,591 | |||
Related Party 2028 Convertible Notes | 21,323 | [2] | 21,155 | |||
2025 Convertible Notes | 4,512 | 9,966 | ||||
2028 Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Face Value | 31,901 | [1] | $ 3,800 | 23,500 | ||
Fair Value | $ 13,687 | [1],[3] | $ 14,846 | [4] | ||
Interest rate | 11% | |||||
Effective Interest Rate | 26.70% | 48.90% | ||||
2028 Convertible Notes | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Face Value | $ 5,000 | |||||
Interest rate | 11% | [1] | 11% | |||
2028 Convertible Notes | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 13% | [1] | 13% | |||
Related Party 2028 Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Face Value | $ 18,400 | [2] | $ 17,383 | |||
Fair Value | $ 6,479 | [2],[3] | $ 10,982 | [4] | ||
Effective Interest Rate | 28.20% | 22% | ||||
Related Party 2028 Convertible Notes | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 11% | [2] | 11% | |||
Related Party 2028 Convertible Notes | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 13% | [2] | 13% | |||
2025 Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Face Value | $ 4,600 | $ 5,600 | $ 10,225 | $ 168,500 | ||
Fair Value | $ 2,701 | [3] | $ 5,984 | [4] | ||
Interest rate | 7.25% | 7.25% | 7.25% | |||
Effective Interest Rate | 8.70% | 8.70% | ||||
[1] (2) PIK Notes (as defined below) with a face value of $ 1.8 million are included in these amounts. (3) PIK Notes with a face value of $ 1.0 million are included in these amounts. (1) To estimate the fair value of the 2028 Convertible Notes, the Company used a binomial pricing model. Including the derivative liabilities of $ 9.9 million, the 2028 Convertible Notes fair value using the with method is $ 23.6 million. To estimate the fair value of the 2025 Convertible Notes, the Company used unadjusted quoted prices in the active market obtained from third-party pricing ser vices. (4) 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, the Company used unadjusted quoted prices in the active market obtained from third-party pricing services. |
Convertible Notes - Summary o_2
Convertible Notes - Summary of Significant Terms of Company's Convertible Notes (Parenthetical) (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Mar. 08, 2024 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | ||||
Derivative liabilities | $ 17,246 | $ 22,899 | ||
2028 Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Derivative liabilities | 9,900 | 22,900 | ||
Fair value | 23,600 | 48,700 | ||
Face Value | 31,901 | [1] | $ 3,800 | 23,500 |
2028 Convertible Notes | Payment in Kind (PIK) Note [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Value | 1,800 | |||
Related Party 2028 Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Face Value | 18,400 | [2] | $ 17,383 | |
Related Party 2028 Convertible Notes | Payment in Kind (PIK) Note [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Value | $ 1,000 | |||
[1] (2) PIK Notes (as defined below) with a face value of $ 1.8 million are included in these amounts. (3) PIK Notes with a face value of $ 1.0 million are included in these amounts. |
Convertible Notes - Additional
Convertible Notes - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Mar. 08, 2024 USD ($) $ / shares shares | May 31, 2024 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares | Jun. 30, 2024 USD ($) $ / shares shares | Mar. 31, 2024 shares | Jun. 30, 2023 USD ($) $ / shares shares | Mar. 31, 2023 shares | Jun. 30, 2024 USD ($) Warrants TradingDays $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2023 $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Oct. 31, 2023 USD ($) | Oct. 12, 2023 $ / shares shares | Oct. 10, 2023 $ / shares shares | Sep. 18, 2023 USD ($) | |||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest expense | $ 711 | $ 2,703 | $ 3,468 | $ 5,383 | |||||||||||||||
Issuance of common stock upon conversion of debt | $ 50,000 | ||||||||||||||||||
Warrants issued | shares | 56,632,589 | 3,018,868 | 56,632,589 | 3,018,868 | 4,278,074 | 1,000,000 | |||||||||||||
Class Of warrant or right, period for warrants or rights exercisable | after September 18, 2023 until September 18, 2026 | ||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 5.05 | $ 5.05 | $ 1.87 | $ 1.93 | |||||||||||||||
Date from which warrants are exercisable | Apr. 01, 2024 | ||||||||||||||||||
Restructuring gain | $ 25,500 | ||||||||||||||||||
Future interest payments included in restructured senior secured convertible notes | 11,700 | ||||||||||||||||||
Loss on extinguishment | $ (185) | $ 0 | |||||||||||||||||
Inducement loss on convertible notes | $ 53,200 | ||||||||||||||||||
Warrant liabilities | $ 40,834 | $ 17,001 | 17,001 | 40,834 | $ 6,700 | $ 35,100 | |||||||||||||
Amortization of debt discount | $ 2,279 | 757 | |||||||||||||||||
Note Purchase Agreements | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Warrants issued | shares | 2,000,000 | ||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 2.75 | ||||||||||||||||||
Date from which warrants are exercisable | Sep. 12, 2024 | ||||||||||||||||||
Warrants maturity date | Mar. 12, 2029 | ||||||||||||||||||
Convertible Notes | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Loss on extinguishment | $ 200 | $ 6,400 | |||||||||||||||||
Maximum | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Beneficial ownership, Limitation to exercise warrants percentage | 49.90% | ||||||||||||||||||
Common Stock | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Issuance of stock, net, shares | shares | 9,235,281 | 5,454,548 | 2,591,662 | 1,509,434 | 2,853,109 | ||||||||||||||
Warrants exercise price per share | $ / shares | $ 3.01 | $ 3.01 | |||||||||||||||||
Common Stock | Maximum | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Class of Warrant or Right, Outstanding | shares | 16,634,507 | 16,634,507 | |||||||||||||||||
Common Stock | Note Exchange Agreements | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Issuance of stock, net, shares | shares | 625,000 | ||||||||||||||||||
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 | |||||||||||||||||
Exchange Warrant | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 5.5 | $ 5.5 | |||||||||||||||||
Date from which warrants are exercisable | Dec. 19, 2023 | ||||||||||||||||||
Warrants maturity date | Dec. 19, 2028 | Dec. 19, 2028 | |||||||||||||||||
Exchange Warrant | Note Exchange Agreements | Maximum | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Class of Warrant or Right, Outstanding | shares | 5,039,236 | 5,039,236 | |||||||||||||||||
Additional Warrants | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Warrants issued | shares | 5,084,613 | 5,084,613 | |||||||||||||||||
Warrants exercise price per share | $ / shares | $ 5 | $ 5 | |||||||||||||||||
Date from which warrants are exercisable | Dec. 19, 2023 | ||||||||||||||||||
Warrants maturity date | Dec. 19, 2028 | Dec. 19, 2028 | |||||||||||||||||
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 | ||||||||||||||||||
Warrants maturity date | Dec. 19, 2028 | Dec. 19, 2028 | |||||||||||||||||
December 2023 Warrants | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 1.1 | $ 1.1 | |||||||||||||||||
Amendment of warrants description | In connection with the March 2024 Offering (as defined below), 2,322,059 of the December 2023 Warrants were amended to (i) lower the exercise price to $1.10 per share, (ii) provide that the warrants were not exercisable until June 5, 2024 (the "Stockholder Approval Date") and (iii) extend the original expiration date to be five years from the Stockholder Approval Date. | ||||||||||||||||||
Number of warrants amended | Warrants | 2,322,059 | ||||||||||||||||||
Warrants expire term | 5 years | 5 years | |||||||||||||||||
7.25% Convertible Senior Notes due 2025 | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Principal amount | 5,600 | $ 10,225 | $ 168,500 | $ 4,600 | $ 4,600 | $ 10,225 | |||||||||||||
Debt instrument, annual interest rate | 7.25% | 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 | ||||||||||||||||||
Interest expense | $ 100 | $ 2,400 | $ 200 | 4,800 | |||||||||||||||
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 2025 Convertible Notes Indenture). | ||||||||||||||||||
Unamortized discount | $ 300 | 100 | $ 100 | $ 300 | |||||||||||||||
7.25% Convertible Senior Notes due 2025 | Interest Expense | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Amortization of debt discount | 100 | $ 400 | 100 | $ 800 | |||||||||||||||
7.25% Convertible Senior Notes due 2025 | Note Exchange Agreements | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Principal amount | 72,500 | 72,500 | |||||||||||||||||
2028 Convertible Notes | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Principal amount | 3,800 | 23,500 | $ 31,901 | [1] | $ 31,901 | [1] | 23,500 | ||||||||||||
Debt instrument, annual interest rate | 11% | 11% | |||||||||||||||||
Paid in kind interest rate | 13% | 13% | |||||||||||||||||
Debt instrument, issuance date | Dec. 19, 2023 | ||||||||||||||||||
Debt instrument due date | Dec. 19, 2028 | ||||||||||||||||||
Debt instrument, initial payment date | Jun. 01, 2024 | ||||||||||||||||||
Interest expense | $ 2,800 | $ 1,100 | $ 1,800 | ||||||||||||||||
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 | ||||||||||||||||||
Minimum liquidity requirement/Covenant | $ 4,000 | ||||||||||||||||||
Events of default, description | The 2028 Convertible Notes have customary provision relating to the occurrence of “Events of Default” (as defined in the 2028 Convertible Notes Indenture). | ||||||||||||||||||
Unamortized discount | 19,000 | $ 21,600 | $ 21,600 | 19,000 | |||||||||||||||
2028 Convertible Notes | Payment InKind PIK Note | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Principal amount | 1,800 | 1,800 | |||||||||||||||||
2028 Convertible Notes | Interest Expense | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Amortization of debt discount | 300 | 2,200 | |||||||||||||||||
2028 Convertible Notes | Note Purchase Agreements | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Principal amount | $ 2,800 | $ 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% | [1] | 11% | [1] | 11% | |||||||||||||
2028 Convertible Notes | Minimum | Payment InKind PIK Note | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, annual interest rate | 11% | ||||||||||||||||||
2028 Convertible Notes | Maximum | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, annual interest rate | 13% | 13% | [1] | 13% | [1] | 13% | |||||||||||||
2028 Convertible Notes | Maximum | Payment InKind PIK Note | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, annual interest rate | 13% | ||||||||||||||||||
2028 Convertible Notes | Note Exchange Agreements | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Principal amount | $ 23,900 | $ 23,900 | |||||||||||||||||
[1] (2) PIK Notes (as defined below) with a face value of $ 1.8 million are included in these amounts. |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||||
Jun. 01, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Oct. 12, 2023 | Oct. 10, 2023 | Sep. 30, 2023 | Mar. 31, 2023 | Jan. 31, 2023 | Jan. 12, 2023 | Nov. 30, 2022 | |
Related Party Transaction [Line Items] | |||||||||||||||
Common stock, shares outstanding | 35,943,235 | 35,943,235 | 27,837,563 | ||||||||||||
Warrants issued | 3,018,868 | 56,632,589 | 3,018,868 | 56,632,589 | 3,018,868 | 4,278,074 | 1,000,000 | ||||||||
Warrants exercise price per share | $ 5.05 | $ 5.05 | $ 5.05 | $ 1.87 | $ 1.93 | ||||||||||
Interest expense | $ 711 | $ 2,703 | $ 3,468 | $ 5,383 | |||||||||||
Securities Purchase Agreement | Maximum | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Common stock outstanding, percentage | 5% | 5% | |||||||||||||
Securities Purchase Agreement | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Common stock outstanding, percentage | 5% | 5% | 5% | 5% | |||||||||||
Shares issued, price per share | $ 5.3 | $ 5.3 | $ 5.3 | ||||||||||||
Warrants issued | 3,018,868 | 3,018,868 | 3,018,868 | 90,000 | 90,000 | ||||||||||
Warrants exercise price per share | $ 8.22 | ||||||||||||||
Exchange Warrant | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Warrants exercise price per share | $ 5.5 | ||||||||||||||
Common Stock | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Common stock issued and sold | 1,509,434 | ||||||||||||||
Warrants exercise price per share | $ 3.01 | ||||||||||||||
Common Stock | Maximum | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Class of Warrant or Right, Outstanding | 16,634,507 | ||||||||||||||
Common Stock | Securities Purchase Agreement | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Common stock issued and sold | 5,454,548 | 1,509,434 | |||||||||||||
Additional Warrants | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Warrants issued | 5,084,613 | ||||||||||||||
Warrants exercise price per share | $ 5 | ||||||||||||||
Pre- funded Warrants | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Warrants issued | 7,399,226 | ||||||||||||||
Warrants exercise price per share | $ 0.001 | ||||||||||||||
Athyrium | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Common stock, shares outstanding | 10,929,763 | 10,929,763 | |||||||||||||
Common stock outstanding, percentage | 30.40% | 30.40% | |||||||||||||
Aggregate principal amount of convertible notes | $ 18,400 | $ 18,400 | $ 18,400 | ||||||||||||
Interest expense | $ 1,000 | ||||||||||||||
Athyrium | Payment InKind PIK Note | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Aggregate principal amount of convertible notes | 1,000 | 1,000 | 1,000 | ||||||||||||
Athyrium | Convertible Notes | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Aggregate principal amount of convertible notes | $ 17,400 | $ 17,400 | $ 17,400 | ||||||||||||
Athyrium | Warrants | Maximum | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Class of Warrant or Right, Outstanding | 24,583,252 | 24,583,252 | |||||||||||||
Warrants exercise price per share | $ 8.22 | $ 8.22 | |||||||||||||
Athyrium | Warrants | Minimum | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Warrants exercise price per share | $ 3.01 | $ 3.01 | |||||||||||||
Athyrium | Pre- funded Warrants | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Class of Warrant or Right, Outstanding | 7,399,226 | 7,399,226 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 6 Months Ended | 24 Months Ended | |||||
Dec. 22, 2020 Case | Dec. 03, 2020 Case | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jul. 23, 2022 | Jul. 01, 2024 USD ($) | Jul. 21, 2020 State | |
Commitment And Contingencies [Line Items] | |||||||
cash paid for operating leases | $ 300,000 | $ 800,000 | |||||
Number of states participating in settlement | State | 45 | ||||||
Payments for settlements related to agreement | 2,800,000 | $ 0 | |||||
Number of actions pending | Case | 2 | 2 | |||||
Litigation expense | 1,000,000 | ||||||
Subsequent Event | |||||||
Commitment And Contingencies [Line Items] | |||||||
Contractual obligation remaining payment | $ 2,600,000 | ||||||
Accrued Expenses And Other Current Liabilities | |||||||
Commitment And Contingencies [Line Items] | |||||||
Remaining accrual balance | $ 2,600,000 | ||||||
SDNY Civil Settlement Agreement | |||||||
Commitment And Contingencies [Line Items] | |||||||
Interest rate | 1.25% |
Commitments and Contingencies_2
Commitments and Contingencies - components of lease expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Operating lease costs | $ 235 | $ 409 | $ 470 | $ 793 |
Commitments and Contingencies_3
Commitments and Contingencies - Supplemental weighted-average information related to operating leases (Details) | Jun. 30, 2024 | Jun. 30, 2023 |
Commitments and Contingencies Disclosure [Abstract] | ||
Weighted-average remaining lease term (years) | 1 year 9 months 18 days | 2 years 6 months |
Weighted-average discount rate | 9.60% | 9.60% |
Commitments and Contingencies_4
Commitments and Contingencies - Schedule of Net Minimum Payments Under Non-Cancelable Operating Leases (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2024 (remaining) | $ 518 |
2025 | 590 |
2026 | 264 |
2027 | 18 |
2028 and thereafter | 0 |
Total minimum lease payments | 1,390 |
Less: interest | $ (106) |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Accrued Expenses And Other Liabilities Current |
Present value of lease liabilities | $ 1,284 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||||||||||||||
Jan. 31, 2024 USD ($) shares | Oct. 09, 2023 USD ($) | Jan. 03, 2023 shares | Dec. 19, 2022 shares | Nov. 10, 2022 Vote $ / shares | Aug. 01, 2024 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 ($) | Nov. 30, 2021 USD ($) | Jun. 30, 2024 USD ($) shares | Mar. 31, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Mar. 31, 2023 shares | Jun. 30, 2024 USD ($) shares | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 05, 2024 shares | Dec. 31, 2023 USD ($) shares | Oct. 12, 2023 $ / shares shares | Oct. 10, 2023 $ / shares shares | Sep. 18, 2023 USD ($) | Jan. 12, 2023 shares | |
Class Of Stock [Line Items] | ||||||||||||||||||||||||
Common stock authorized to issue | 300,000,000 | 300,000,000 | 164,000,000 | |||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 5.3 | $ 5.3 | $ 5.3 | |||||||||||||||||||||
Proceeds from issuance of common stock, net | $ | $ 7,300 | $ 6,102 | $ 12,883 | |||||||||||||||||||||
Net proceeds from issue of shares and warrants | $ | $ 5,500 | |||||||||||||||||||||||
Adjusted common stock purchase warrant to purchase shares of common stock | 3,018,868 | 56,632,589 | 3,018,868 | 56,632,589 | 3,018,868 | 4,278,074 | 1,000,000 | |||||||||||||||||
Warrants exercise price per share | $ / shares | $ 5.05 | $ 5.05 | $ 5.05 | $ 1.87 | $ 1.93 | |||||||||||||||||||
Date from which warrants are exercisable | Apr. 01, 2024 | |||||||||||||||||||||||
Common stock value subscriptions | $ | $ 9,900 | |||||||||||||||||||||||
Proceeds from issuance of common stock warrants | $ | $ 8,000 | $ 2,819 | $ 8,000 | |||||||||||||||||||||
Total issuance cost | $ | 700 | $ 700 | ||||||||||||||||||||||
Gain loss on warrant liability | $ | $ 1,500 | 6,700 | $ 1,000 | |||||||||||||||||||||
Reverse stock split description | On January 3, 2023, the Company effected the Reverse Stock Split of the Company's common stock. | |||||||||||||||||||||||
Warrant liabilities | $ | $ 6,700 | $ 17,001 | $ 17,001 | $ 40,834 | $ 35,100 | |||||||||||||||||||
Number of vote per preferred stock held | Vote | 3,000 | |||||||||||||||||||||||
One Point Nine Three Per Share [Member] | ||||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||||
Adjusted common stock purchase warrant to purchase shares of common stock | 848,366 | |||||||||||||||||||||||
One Point Eight Seven Per Share [Member] | ||||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||||
Adjusted common stock purchase warrant to purchase shares of common stock | 1,378,687 | |||||||||||||||||||||||
Amended Warrants [Member] | ||||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 1.1 | |||||||||||||||||||||||
Class of Warrant or Right, Outstanding | 6,415,822 | |||||||||||||||||||||||
Series X Preferred Stock | ||||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | |||||||||||||||||||||||
Preferred stock, shares outstanding | 136,961 | 136,961 | 136,961 | |||||||||||||||||||||
Redeemable Preferred Stock | ||||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||||
Stock redeemed or called during period, shares | 86,210 | |||||||||||||||||||||||
Undesignated Preferred Stock | ||||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||||||||||||||||||
Amended March 2024 Offering | ||||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 1.1 | |||||||||||||||||||||||
March 2024 Offering | ||||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||||
Sale of stock closing date | Apr. 01, 2024 | |||||||||||||||||||||||
Securities Purchase Agreement | ||||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 1.1 | |||||||||||||||||||||||
Adjusted common stock purchase warrant to purchase shares of common stock | 3,018,868 | 90,000 | 3,018,868 | 3,018,868 | 90,000 | |||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 8.22 | |||||||||||||||||||||||
Date from which warrants are exercisable | May 09, 2023 | |||||||||||||||||||||||
Warrant liabilities | $ | $ 9,000 | $ 9,000 | $ 9,000 | |||||||||||||||||||||
Sale Agreement | ||||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||||
Common stock issued and sold | 0 | 0 | 2,591,662 | 2,853,109 | ||||||||||||||||||||
Sale Agreement | B Riley Securities, Inc [Member] | ||||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||||
Rate of commission proposed for agents | 3% | |||||||||||||||||||||||
Aggregate offering price | $ | $ 37,600 | $ 70,000 | $ 90,000 | $ 12,000 | ||||||||||||||||||||
Subsequent Event [Member] | Sale Agreement | ||||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||||
Issuance of stock, net, shares | 525,853 | |||||||||||||||||||||||
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 | 5,454,548 | 2,591,662 | 1,509,434 | 2,853,109 | |||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 3.01 | |||||||||||||||||||||||
Common Stock | Minimum | ||||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||||
Common stock authorized to issue | 164,000,000 | |||||||||||||||||||||||
Common Stock | Maximum | ||||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||||
Common stock authorized to issue | 300,000,000 | |||||||||||||||||||||||
Class of Warrant or Right, Outstanding | 16,634,507 | |||||||||||||||||||||||
Common Stock | Securities Purchase Agreement | ||||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||||
Common stock issued and sold | 5,454,548 | 1,509,434 | ||||||||||||||||||||||
Private Placement | Securities Purchase Agreement | ||||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 1.1 | |||||||||||||||||||||||
Private Placement | Common Stock | ||||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||||
Adjusted common stock purchase warrant to purchase shares of common stock | 5,454,548 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Warrants Outstanding to Acquire Shares of its Common Stock (Details) - $ / shares | Jun. 30, 2024 | Oct. 12, 2023 | Oct. 10, 2023 | Jun. 30, 2023 |
Class of Stock [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 56,632,589 | 4,278,074 | 1,000,000 | 3,018,868 |
Warrants exercise price per share | $ 1.87 | $ 1.93 | $ 5.05 | |
Related Party [Member] | ||||
Class of Stock [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 31,982,478 | |||
Nonrelated Party [Member] | ||||
Class of Stock [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 24,650,111 | |||
Expiration Date Not Applicable [Member] | Related Party [Member] | ||||
Class of Stock [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 7,399,226 | |||
Warrants exercise price per share | $ 0.001 | |||
September 2026 | Related Party [Member] | ||||
Class of Stock [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 16,634,507 | |||
Warrants exercise price per share | $ 3.01 | |||
May 2028 | Related Party [Member] | ||||
Class of Stock [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 824,137 | |||
Warrants exercise price per share | $ 8.22 | |||
December 2028 | Related Party [Member] | ||||
Class of Stock [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,085,372 | |||
Warrants exercise price per share | $ 5 | |||
December 2028 One | Related Party [Member] | ||||
Class of Stock [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 5,039,236 | |||
Warrants exercise price per share | $ 5.5 | |||
February 2026 | Nonrelated Party [Member] | ||||
Class of Stock [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 69,930 | |||
Warrants exercise price per share | $ 171.5 | |||
August 2026 | Nonrelated Party [Member] | ||||
Class of Stock [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 452,635 | |||
Warrants exercise price per share | $ 25 | |||
April 2027 | Nonrelated Party [Member] | ||||
Class of Stock [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,378,687 | |||
Warrants exercise price per share | $ 1.87 | |||
April 2027 One | Nonrelated Party [Member] | ||||
Class of Stock [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 848,366 | |||
Warrants exercise price per share | $ 1.93 | |||
December 2028 Two | Nonrelated Party [Member] | ||||
Class of Stock [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 5,030,882 | |||
Warrants exercise price per share | $ 1.36 | |||
December 2028 Three | Nonrelated Party [Member] | ||||
Class of Stock [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,999,241 | |||
Warrants exercise price per share | $ 5 | |||
March 2029 | Nonrelated Party [Member] | ||||
Class of Stock [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,000,000 | |||
Warrants exercise price per share | $ 2.75 | |||
June 2029 | Nonrelated Party [Member] | ||||
Class of Stock [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 11,870,370 | |||
Warrants exercise price per share | $ 1.1 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Shares Sold Under the ATM Sale Agreement (Details) - Sale Agreement - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Class of Stock [Line Items] | ||||
Net proceeds (in millions) | $ 0 | $ 0 | $ 2.8 | $ 12.6 |
Number of shares | 0 | 0 | 2,591,662 | 2,853,109 |
Weighted average purchase price | $ 0 | $ 0 | $ 1.13 | $ 4.69 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 14, 2023 | Nov. 03, 2021 | Feb. 28, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 1,573 | $ 2,014 | $ 3,112 | $ 4,398 | |||
Weighted-average grant date fair value of options granted | $ 0.59 | $ 2.93 | |||||
Unrecognized compensation cost related to unvested stock options expected to be recognized amount | 4,800 | $ 4,800 | |||||
Unrecognized compensation cost related to unvested stock options expected to be recognized over remaining weighted average vesting period | 2 years 3 months 18 days | ||||||
Restricted Stock Units (RSUs) | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Unrecognized compensation cost related to unvested stock options expected to be recognized over remaining weighted average vesting period | 3 years 4 months 24 days | ||||||
Unrecognized compensation cost related to restricted stock options expected to be recognized amount | $ 8,300 | $ 8,300 | |||||
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 | 4,735,295 | 4,735,295 | |||||
Common stock shares reserved for future issuance | 5,500,000 | ||||||
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 | 63,964 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Options Activity under Plans (Details) $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Stock Options Outstanding Balance at December 31, 2023 | shares | 763,012 |
Stock Options Outstanding Options granted | shares | 78,800 |
Stock Options Outstanding Options exercised | shares | 0 |
Stock Options Outstanding Options forfeited/cancelled | shares | (7,671) |
Stock Options Outstanding Balance at March 31, 2024 | shares | 834,141 |
Stock Options Outstanding Vested and expected to vest at March 31, 2024 | shares | 834,141 |
Stock Options Outstanding Vested and exercisable at March 31, 2024 | shares | 402,784 |
Weighted-Average Exercise Price Balance at December 31, 2023 | $ / shares | $ 36.23 |
Weighted-Average Exercise Price Options granted | $ / shares | 0.71 |
Weighted-Average Exercise Price Options exercised | $ / shares | 0 |
Weighted-Average Exercise Price Options forfeited/cancelled | $ / shares | 59.68 |
Weighted-Average Exercise Price Balance at March 31, 2024 | $ / shares | 32.66 |
Weighted-Average Exercise Price Vested and expected to vest at March 31, 2024 | $ / shares | 32.66 |
Weighted-Average Exercise Price Vested and exercisable at March 31, 2024 | $ / shares | $ 50.45 |
Weighted-Average Remaining Contractual Term (in years) Balance at March 31, 2024 | 7 years 9 months 18 days |
Weighted-Average Remaining Contractual Term (in years) Vested and expected to vest at March 31, 2024 | 7 years 9 months 18 days |
Weighted-Average Remaining Contractual Term (in years) Vested and exercisable at March 31, 2024 | 7 years 4 months 24 days |
Aggregate Intrinsic Value Balance at March 31, 2024 | $ | $ 0 |
Aggregate Intrinsic Value Vested and expected to vest at March 31, 2024 | $ | 0 |
Aggregate Intrinsic Value Vested and exercisable at March 31, 2024 | $ | $ 0 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Assumptions used to Determine Fair Value of Stock Options Granted (Details) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate, minimum | 4.30% | 3.50% |
Risk-free interest rate, maximum | 4.70% | 4% |
Expected volatility, minimum | 95% | 101.30% |
Expected volatility, maximum | 96.80% | 102.70% |
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) | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Beginning Balance | shares | 2,537,357 |
Number of Shares, Granted | shares | 2,783,000 |
Number of Shares, Vested | shares | (68,112) |
Number of Shares, Forfeited/cancelled | shares | (40,800) |
Number of Shares, Ending Balance | shares | 5,211,445 |
Weighted Average Grant Date Fair Value beginning of period | $ / shares | $ 3.31 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 0.81 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 4.99 |
Weighted Average Grant Date Fair Value, Forfeited/cancelled | $ / shares | 2.91 |
Weighted Average Grant Date Fair Value end of period | $ / shares | $ 1.95 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total Stock-based compensation expense | $ 1,573 | $ 2,014 | $ 3,112 | $ 4,398 |
Research and Development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total Stock-based compensation expense | 713 | 773 | 1,288 | 1,628 |
Selling, General and Administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total Stock-based compensation expense | $ 860 | $ 1,241 | $ 1,824 | $ 2,770 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax [Line Items] | ||||
Effective tax rate | 0% | 0% | 0% | 0% |
Maximum | ||||
Income Tax [Line Items] | ||||
Testing period for ownership change | 3 years | |||
Minimum | ||||
Income Tax [Line Items] | ||||
Percentage of shift in stock ownership to determine whether ownership change occurred | 50% | |||
Percentage of shareholders ownership | 5% |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Schedule of Basic and Dilutive Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Earnings Per Share [Abstract] | ||||||
Net Income (Loss) | $ 6,465 | $ (4,189) | $ (17,807) | $ (17,441) | $ 2,276 | $ (35,248) |
Add interest expense on Convertible Notes, net of tax | 740 | 3,533 | ||||
Less gain on derivative liabilities | (9,834) | (10,252) | ||||
Net loss, diluted | $ (2,629) | $ (4,443) | ||||
Basic weighted-average number of shares outstanding | 35,720,168 | 12,143,108 | 32,508,467 | 11,718,408 | ||
Potentially dilutive common share equivalents | 38,495,801 | 36,773,647 | ||||
Diluted weighted average number of shares outstanding | 74,215,969 | 12,143,108 | 69,282,114 | 11,718,408 | ||
Basic earnings per share | $ 0.18 | $ (1.47) | $ 0.07 | $ (3.01) | ||
Diluted loss per share | $ (0.04) | $ (1.47) | $ (0.06) | $ (3.01) |
Net Income (Loss) Per Share -_2
Net Income (Loss) Per Share - Summary of Potentially Dilutive Securities Not Included in Calculation of Diluted Loss Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities not included in calculation of diluted loss per share | 55,202,486 | 8,804,945 | 52,515,183 | 8,804,945 |
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 | 792,543 | 708,732 | 777,802 | 708,732 |
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 | 5,176,580 | 1,032,201 | 2,504,018 | 1,032,201 |
Common Stock Warrants and Pre-funded Warrants | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities not included in calculation of diluted loss per share | 49,233,363 | 5,440,465 | 49,233,363 | 5,440,465 |
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 | 0 | 1,623,547 | 0 | 1,623,547 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||||
Aug. 12, 2024 | Jul. 03, 2024 | Jul. 01, 2024 | Mar. 08, 2024 | Aug. 01, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Oct. 12, 2023 | Oct. 10, 2023 | |||
Subsequent Event [Line Items] | ||||||||||||||
Warrants exercise price per share | $ 5.05 | $ 5.05 | $ 1.87 | $ 1.93 | ||||||||||
Date from which warrants are exercisable | Apr. 01, 2024 | |||||||||||||
Purchase price | $ 2,813 | $ 0 | ||||||||||||
Warrants issued | 56,632,589 | 3,018,868 | 56,632,589 | 3,018,868 | 4,278,074 | 1,000,000 | ||||||||
Note Purchase Agreements | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Warrants exercise price per share | $ 2.75 | |||||||||||||
Date from which warrants are exercisable | Sep. 12, 2024 | |||||||||||||
Warrants maturity date | Mar. 12, 2029 | |||||||||||||
Warrants issued | 2,000,000 | |||||||||||||
2028 Convertible Notes | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Principal amount | $ 3,800 | $ 31,901 | [1] | $ 31,901 | [1] | $ 23,500 | ||||||||
2028 Convertible Notes | Note Purchase Agreements | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Principal amount | $ 2,800 | 17,000 | ||||||||||||
Sale Agreement | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Proceeds from Sale of Equity | $ 0 | $ 0 | $ 2,800 | $ 12,600 | ||||||||||
Sale of stock weighted average purchase price | $ 0 | $ 0 | $ 1.13 | $ 4.69 | ||||||||||
Note Exchange Agreements | 2028 Convertible Notes | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Principal amount | $ 23,900 | |||||||||||||
Subsequent Event | Note Purchase Agreements | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Warrants exercise price per share | $ 0.6 | |||||||||||||
Warrants issued | 6,677,794 | |||||||||||||
Subsequent Event | Payment Priority Notes | Note Purchase Agreements | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Principal amount | $ 16,000 | |||||||||||||
Purchase price | 4,000 | |||||||||||||
Subsequent Event | Sale Agreement | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Issuance of stock, net, shares | 525,853 | |||||||||||||
Proceeds from Sale of Equity | $ 400 | |||||||||||||
Sale of stock weighted average purchase price | $ 0.69 | |||||||||||||
Subsequent Event | Sale Agreement | Canaccord Genuity LLC | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Aggregate offering price | $ 90,000 | |||||||||||||
Common stock aggregate gross sales price | $ 6,000 | |||||||||||||
Rate of commission proposed for agents | 3% | |||||||||||||
Subsequent Event | Letter agreement [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Number of warrants issued | 1,249,999 | |||||||||||||
Subsequent Event | Note Exchange Agreements | 2028 Convertible Notes | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Principal amount | 10,800 | |||||||||||||
Subsequent Event | Note Exchange Agreements | Payment Priority Notes | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Principal amount | $ 10,800 | |||||||||||||
Subsequent Event | Forbearance warrants [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Warrants exercise price per share | $ 0.63 | |||||||||||||
Date from which warrants are exercisable | Jul. 03, 2024 | |||||||||||||
Warrants maturity date | Jul. 03, 2028 | |||||||||||||
[1] (2) PIK Notes (as defined below) with a face value of $ 1.8 million are included in these amounts. |