Commitments and Contingencies | 5. Commitments and contingencies Operating leases In March 2023, the Company entered into a lease termination agreement with the landlord of its former Redwood City, CA facility. The original term of the lease commenced in June 2022 and was for an initial term of 10.5 years. As a result of this modification, the Company remeasured the lease liability and the corresponding right-of-use asset resulting in a reduction of each by $ 18.7 million. The Company incurred immaterial customary termination and broker fees during the six months ended June 30, 2023. The lease of our Redwood City, CA facility was terminated on May 12, 2023. In March 2023, the Company entered into a sublease for laboratory and office space in its current Redwood City, CA facility. The sublease will continue for a term of 7 years, with no option to extend . The minimum annual commitment under the new sublease is approximately $ 1.0 million with fixed escalations of 3.5 % per annum. The sublease commenced for accounting purposes on May 1, 2023 and the Company recorded a lease liability and corresponding right-of-use asset and liability of $ 7.3 million. The undiscounted future lease payments for our Redwood City, CA and Chicago, IL operating leases as of June 30, 2023 were as follows (in thousands): Operating 2023(remainder) 1,350 2024 2,970 2025 3,055 2026 3,144 2027 3,235 2028 and thereafter 12,506 Total future minimum lease payments 26,260 Less: imputed interest ( 5,875 ) Present value of operating lease liabilities 20,385 Less: current portion of lease liabilities ( 2,736 ) Noncurrent portion of lease liabilities $ 17,648 Standby letters of credit In January 2022, in conjunction with the Company’s former Redwood City, CA operating lease, the Company entered into a standby letter of credit (LOC) in the amount of $ 1.0 million to secure the lease through its expiration. In March 2023, the Company entered into a lease termination agreement with the landlord of its former Redwood City, CA facility, which accelerated the lease termination date to no later than May 12, 2023. The Company is required to maintain a cash balance of $ 1.0 million, which has been classified as restricted cash on the condensed balance sheet as of June 30, 2023, as collateral for the LOC until all criteria in the termination agreement have been met. In March 2023, the Company entered into a sublease for laboratory and office space in its current Redwood City, CA facility. The Company is required to hold a LOC in the amount of $ 0.7 million to secure this lease through expiration. The Company is required to maintain a cash balance of $ 0.7 million as collateral for the LOC, which has been classified in other long-term assets on the condensed balance sheet as of June 30, 2023, because it is unavailable for a period longer than one year from the balance sheet date. In conjunction with the Chicago, IL laboratory and office space lease, the Company is required to hold an additional LOC in the amount of $ 0.8 million to secure this lease through its expiration. The Company is required to maintain a cash balance of $ 0.8 million as collateral for the LOC, which is classified in other long-term assets on the condensed balance sheet as of June 30, 2023, because it is unavailable for a period longer than one year from the balance sheet date. The Company has not drawn upon any LOC through June 30, 2023. Indemnification agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, customers and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. The Company also provides indemnification to directors and officers of the Company to the maximum extent permitted under applicable Delaware law. The maximum potential amount of future payments that the Company could be required to make under these indemnification agreements is, in many cases, unlimited. As of June 30, 2023, the Company has not incurred any material costs as a result of such indemnifications and is not currently aware of any indemnification claims. Contingencies The Company is party to certain legal matters arising in the ordinary course of its business. In addition, third parties may, from time to time, assert claims against us in the form of letters and other communications. The Company records a provision for contingent losses when it is both probable that a liability has been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. When management determines that it is not probable, but rather reasonably possible that a liability has been incurred at the date of the financial statements, management discloses such contingencies and the possible loss or range of loss if such estimate can be made. Any estimated range is based on currently available information and involves elements of judgment and significant uncertainties. Circumstances change over time and actual results may vary significantly from estimates. On or about January 7, 2022, John Modrak filed a class action in the United States District Court for the Northern District of California against us, certain of our officers and directors, and J.P. Morgan Securities LLC, BofA Securities, Inc., Piper Sandler & Co., and BTIG, LLC, underwriters of our February 2021 initial public offering (“IPO”), captioned as Modrak v. Talis Biomedical Corp., et al., No. 3:22-cv-00105, purportedly on behalf of shareholders who purchased shares of our stock that were registered in our IPO. On February 18, 2022, Karen Mitcham filed a substantively identical lawsuit in the same court captioned as Mitcham v. Talis Biomedical Corp., et al., No. 3:22-cv-01039-JD, against us, and the same officers and directors as the Modrak lawsuit. The complaints alleged that our registration statement and prospectus issued in connection with our IPO was false and misleading and omitted to state material adverse facts related to the comparator test used in our primary study, our EUA application for our Talis One COVID-19 test system, and associated regulatory approval and commercialization. The complaints sought unspecified damages under Section 11 and Section 15 of the Securities Act of 1933 ("Securities Act"), and reasonable attorneys’ and expert witnesses’ fees and other costs. These two cases have been consolidated and co-lead plaintiffs have been appointed as mandated by the applicable federal securities laws. On December 9, 2022, the Court granted our motion to dismiss and plaintiffs leave to amend their consolidated complaint. On January 13, 2023, the plaintiffs filed an amended complaint, asserting claims for violation of Section 11 of the Securities Act against all defendants and Section 15 of the Securities Act against the individual defendants and seeking unspecified damages, reasonable attorneys' fees and other costs. The consolidated complaint does not assert claims against the above-referenced underwriters. On April 28, 2023, the Court denied our motion to dismiss. The initial stages of discovery are underway. We dispute these claims and intend to defend these matters vigorously. These claims remain at an early stage, and the extent and outcome of these claims cannot be predicted at this time. The Company has not recorded an accrual related to this matter as of June 30, 2023 as it determined that any such loss contingency was not probable or reasonably estimable. Other than the litigation matters discussed above, the Company currently does not believe that the ultimate outcome of any of the matters is probable or reasonably estimable, or that these matters will have a material adverse effect on its business; however, the results of litigation and claims are inherently unpredictable. Regardless of the outcome, litigation and other negotiations can have an adverse impact on the Company because of litigation and settlement costs, diversion of management resources and other factors. Legal costs are expensed as incurred. |