Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | ||
Jun. 30, 2023 | Aug. 31, 2023 | Aug. 04, 2023 | |
Document And Entity Information [Line Items] | |||
Document Type | 10-Q | ||
Amendment Flag | false | ||
Document Period End Date | Jun. 30, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | Q2 | ||
Document Quarterly Report | true | ||
Document Transition Report | false | ||
Entity Registrant Name | Talis Biomedical Corporation | ||
Entity Central Index Key | 0001584751 | ||
Entity Current Reporting Status | 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 Interactive Data Current | Yes | ||
Entity File Number | 001-40047 | ||
Entity Tax Identification Number | 46-3122255 | ||
Entity Address, Address Line One | 1100 Island Drive | ||
Entity Address, City or Town | Redwood City | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94065 | ||
City Area Code | 650 | ||
Local Phone Number | 433-3000 | ||
Entity Incorporation State Country Code | DE | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Trading Symbol | TLIS | ||
Security Exchange Name | NASDAQ | ||
Entity Stock, Shares Outstanding | 3,809,948 | ||
Common Stock | |||
Document And Entity Information [Line Items] | |||
Entity Stock, Shares Outstanding | 1,819,038 | ||
Series 1 Convertible Preferred Stock | |||
Document And Entity Information [Line Items] | |||
Entity Stock, Shares Outstanding | 1,990,910 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 98,200 | $ 130,191 |
Restricted cash | 1,010 | 0 |
Accounts receivable, net | 532 | 308 |
Prepaid expenses and other current assets | 2,223 | 2,783 |
Total current assets | 101,965 | 133,282 |
Property and equipment, net | 3,539 | 3,312 |
Operating lease right-of-use-assets | 16,030 | 30,920 |
Other long-term assets | 1,542 | 1,776 |
Total assets | 123,076 | 169,290 |
Current liabilities: | ||
Accounts payable | 2,491 | 3,768 |
Accrued compensation | 3,097 | 4,212 |
Accrued liabilities | 938 | 989 |
Operating lease liabilities, current portion | 2,736 | 3,703 |
Total current liabilities | 9,262 | 12,672 |
Operating lease liabilities, long-term portion | 17,648 | 29,879 |
Total liabilities | 26,910 | 42,551 |
Commitments and contingencies (Note 5) | ||
Stockholders equity: | ||
Common Stock, $0.0001 par value; 200,000,000 shares authorized as of June 30, 2023 and December 31, 2022; 1,819,029 and 1,811,396 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | 0 | 0 |
Additional paid-in capital | 606,982 | 604,690 |
Accumulated deficit | (510,819) | (477,954) |
Total stockholders' equity | 96,166 | 126,739 |
Total liabilities and stockholders equity | 123,076 | 169,290 |
Series 1 Convertible Preferred Stock | ||
Stockholders equity: | ||
Series 1 convertible preferred stock, $0.0001 par value - 60,000,000 shares authorized as of June 30, 2023 and December 31, 2022; 29,863,674 shares issued and outstanding as of June 30, 2023 and December 31, 2022; aggregate liquidation preference of $3 as of June 30, 2023 and December 31, 2022 | $ 3 | $ 3 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares, issued | 1,819,029 | 1,811,396 |
Common stock, shares, outstanding | 1,819,029 | 1,811,396 |
Series 1 Convertible Preferred Stock | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 60,000,000 | 60,000,000 |
Convertible preferred stock, shares issued | 29,863,674 | 29,863,674 |
Convertible preferred stock, shares outstanding | 29,863,674 | 29,863,674 |
Convertible preferred stock, aggregate liquidation preference | $ 3 | $ 3 |
Condensed Statements of Operati
Condensed Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Total revenue, net | $ 581 | $ 572 | $ 1,799 | $ 3,759 |
Operating expenses: | ||||
Cost of product sold | 7 | 1,302 | 27 | 4,823 |
Research and development | 10,555 | 17,365 | 24,351 | 38,068 |
Selling, general and administrative | 6,410 | 9,178 | 12,809 | 21,108 |
Total operating expenses | 16,972 | 27,845 | 37,187 | 63,999 |
Loss from operations | (16,391) | (27,273) | (35,388) | (60,240) |
Other income, net | 1,357 | 262 | 2,523 | 178 |
Net loss and comprehensive loss | $ (15,034) | $ (27,011) | $ (32,865) | $ (60,062) |
Net loss per share - basic | $ (8.27) | $ (15.01) | $ (18.11) | $ (33.47) |
Net loss per share - diluted | $ (8.27) | $ (15.01) | $ (18.11) | $ (33.47) |
Weighted average shares basic | 1,817,288 | 1,799,559 | 1,814,994 | 1,794,463 |
Weighted average shares diluted | 1,817,288 | 1,799,559 | 1,814,994 | 1,794,463 |
Grant | ||||
Revenue | $ 533 | $ 70 | $ 1,614 | $ 944 |
Product revenue, net | ||||
Revenue | $ 48 | $ 502 | $ 185 | $ 2,815 |
Condensed Statements of Convert
Condensed Statements of Convertible Preferred Stock and Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Series 1 Convertible Preferred Stock | Preferred Stock Series 1 Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Balance at Dec. 31, 2021 | $ 233,977 | $ 3 | $ 598,916 | $ (364,942) | ||
Balance, Shares at Dec. 31, 2021 | 29,863,674 | |||||
Balance, Shares at Dec. 31, 2021 | 1,785,476 | |||||
Issuance of Common Stock pursuant to equity incentive plan, Shares | 98 | 4,388 | 98 | |||
Issuance of Common Stock pursuant to employee stock purchase plan | $ 216 | $ 216 | ||||
Issuance of Common Stock pursuant to employee stock purchase plan, Shares | 9,695 | |||||
Stock-based compensation expense | 1,545 | 1,545 | ||||
Net loss | (33,051) | (33,051) | ||||
Balance at Mar. 31, 2022 | 202,785 | $ 3 | 600,775 | (397,993) | ||
Balance, Shares at Mar. 31, 2022 | 1,799,559 | |||||
Balance, Shares at Mar. 31, 2022 | 29,863,674 | |||||
Balance at Dec. 31, 2021 | 233,977 | $ 3 | 598,916 | (364,942) | ||
Balance, Shares at Dec. 31, 2021 | 29,863,674 | |||||
Balance, Shares at Dec. 31, 2021 | 1,785,476 | |||||
Net loss | (60,062) | |||||
Balance at Jun. 30, 2022 | 177,019 | $ 3 | 602,020 | (425,004) | ||
Balance, Shares at Jun. 30, 2022 | 1,799,559 | |||||
Balance, Shares at Jun. 30, 2022 | 29,863,674 | |||||
Balance at Mar. 31, 2022 | 202,785 | $ 3 | 600,775 | (397,993) | ||
Balance, Shares at Mar. 31, 2022 | 29,863,674 | |||||
Balance, Shares at Mar. 31, 2022 | 1,799,559 | |||||
Stock-based compensation expense | 1,245 | 1,245 | ||||
Net loss | (27,011) | (27,011) | ||||
Balance at Jun. 30, 2022 | 177,019 | $ 3 | 602,020 | (425,004) | ||
Balance, Shares at Jun. 30, 2022 | 1,799,559 | |||||
Balance, Shares at Jun. 30, 2022 | 29,863,674 | |||||
Balance at Dec. 31, 2022 | $ 126,739 | $ 3 | 604,690 | (477,954) | ||
Balance, Shares at Dec. 31, 2022 | 29,863,674 | 29,863,674 | ||||
Balance, Shares at Dec. 31, 2022 | 1,811,396 | 1,811,396 | ||||
Issuance of Common Stock pursuant to equity incentive plan, Shares | 233 | |||||
Issuance of Common Stock pursuant to employee stock purchase plan | $ 33 | 33 | ||||
Issuance of Common Stock pursuant to employee stock purchase plan, Shares | 4,560 | |||||
Stock-based compensation expense | 1,183 | 1,183 | ||||
Net loss | (17,831) | (17,831) | ||||
Balance at Mar. 31, 2023 | 110,124 | $ 3 | 605,906 | (495,785) | ||
Balance, Shares at Mar. 31, 2023 | 1,816,189 | |||||
Balance, Shares at Mar. 31, 2023 | 29,863,674 | |||||
Balance at Dec. 31, 2022 | $ 126,739 | $ 3 | 604,690 | (477,954) | ||
Balance, Shares at Dec. 31, 2022 | 29,863,674 | 29,863,674 | ||||
Balance, Shares at Dec. 31, 2022 | 1,811,396 | 1,811,396 | ||||
Net loss | $ (32,865) | |||||
Balance at Jun. 30, 2023 | $ 96,166 | $ 3 | 606,982 | (510,819) | ||
Balance, Shares at Jun. 30, 2023 | 1,819,029 | 1,819,029 | ||||
Balance, Shares at Jun. 30, 2023 | 29,863,674 | 29,863,674 | ||||
Balance at Mar. 31, 2023 | $ 110,124 | $ 3 | 605,906 | (495,785) | ||
Balance, Shares at Mar. 31, 2023 | 29,863,674 | |||||
Balance, Shares at Mar. 31, 2023 | 1,816,189 | |||||
Issuance of Common Stock pursuant to equity incentive plan, Shares | 2,840 | |||||
Stock-based compensation expense | 1,076 | 1,076 | ||||
Net loss | (15,034) | (15,034) | ||||
Balance at Jun. 30, 2023 | $ 96,166 | $ 3 | $ 606,982 | $ (510,819) | ||
Balance, Shares at Jun. 30, 2023 | 1,819,029 | 1,819,029 | ||||
Balance, Shares at Jun. 30, 2023 | 29,863,674 | 29,863,674 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Operating activities | ||
Net loss | $ (32,865) | $ (60,062) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 2,259 | 2,790 |
Depreciation and amortization | 342 | 1,343 |
Non-cash lease expense | 3,460 | 1,008 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (224) | (453) |
Inventory | 0 | (2,219) |
Prepaid expenses and other current assets | 560 | (2,350) |
Other long-term assets | 980 | |
Accounts payable | (1,307) | (1,144) |
Accrued expenses and other liabilities | (1,197) | (5,429) |
Lease liabilities | (1,767) | (235) |
Net cash used in operating activities | (30,739) | (65,771) |
Investing activities | ||
Purchase of property and equipment | (509) | (706) |
Net cash used in investing activities | (509) | (706) |
Financing activities | ||
Proceeds from stock option exercises | 0 | 98 |
Proceeds from stock issuances pursuant to employee stock purchase plan | 33 | 216 |
Net cash provided by financing activities | 33 | 314 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (31,215) | (66,163) |
Cash, cash equivalents and restricted cash at beginning of period | 131,967 | 233,312 |
Cash, cash equivalents and restricted cash at end of period | 100,752 | 167,149 |
Supplemental disclosure of noncash investing and financing activities | ||
Right-of-use assets obtained in exchange for lease liability | 7,265 | 19,245 |
Remeasurement of operating lease right-of-use asset for lease modification | $ (18,696) | $ 0 |
Condensed Statements of Cash _2
Condensed Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Statement of Cash Flows [Abstract] | ||
Cash and cash equivalents | $ 98,200 | $ 165,373 |
Restricted cash | 1,010 | 0 |
Restricted cash – other long-term assets | 1,542 | 1,776 |
Total cash, cash equivalents and restricted cash | $ 100,752 | $ 167,149 |
Organization and Nature of Busi
Organization and Nature of Business | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Business | 1. Organization and nature of business Talis Biomedical Corporation (the Company) is a molecular diagnostic company focused on advancing health equity and outcomes through the delivery of accurate infectious disease testing in the moment of need, at the point of care. The Company plans to develop and commercialize innovative products on its sample-to-answer Talis One system to enable accurate, low cost, and rapid molecular testing. The Company was incorporated in 2013 under the general laws of the State of Delaware and is based in Redwood City, California (CA) and Chicago, Illinois (IL). Liquidity The Company has incurred significant losses and negative cash flows since inception, including a net loss of $ 32.9 million for the six months ended June 30, 2023. As of June 30, 2023, the Company had unrestricted cash and cash equivalents of $ 98.2 million and $ 2.6 million of restricted cash. Management expects to continue to incur additional substantial losses in the foreseeable future primarily as a result of the Company’s research and development activities and future commercialization of the Talis One system. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to continue to operationalize the Company’s current technology and to advance the development of its products. The Company expects its existing unrestricted cash and cash equivalents as of June 30, 2023 will be sufficient to fund its operations through at least one year from the date these condensed financial statements are issued. The Company expects to finance its future operations with its existing unrestricted cash and cash equivalents and through strategic financing opportunities that could include, but are not limited to, one or a combination of corporate development and licensing opportunities and grant agreements, the incurrence of debt, future offerings of its equity, or collaborations or partnerships with other companies. However, there is no guarantee that any of these strategic or financing opportunities will be executed or realized on favorable terms, if at all, and some could be dilutive to existing stockholders. The Company’s ability to raise additional capital through either the issuance of equity or debt, is dependent on a number of factors including, but not limited to, the demand for the Company, which itself is subject to a number of development and business risks and uncertainties, as well as the uncertainty that the Company would be able to raise such additional capital at a price or on terms that are favorable to the Company or at all. In March 2022, we implemented a reduction in force designed to reduce our operating expenses, preserve cash and align our remaining resources to focus on, among other things, developing internal manufacturing expertise to support the commercial launch of the Talis One system. We incurred $ 1.0 million of expenses during the six months ended June 30, 2022 related to the reduction in force, substantially all of which consisted of charges related to the staff reduction, including cash expenditures and other costs. There were no remaining obligations as of June 30, 2023. Reverse Stock Split On June 30, 2023, the Company filed a certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of Delaware to effect a 1-for-15 reverse stock split of the shares of the Company’s common stock, par value $ 0.0001 per share, effective as of 5:00 p.m., Eastern Time, on July 5, 2023 (the “Reverse Stock Split”). On this date, every 15 issued and outstanding shares of common stock were converted into one share of common stock, with any fractional shares resulting from the Reverse Stock Split rounded up to the nearest whole share. The number of outstanding shares of common stock was reduced from approximately 26.9 million shares to approximately 1.8 million shares. The Reverse Stock Split did not change the Company's authorized shares of common stock and Series 1 convertible preferred stock, which remained at 200,000,000 and 60,000,000 shares, respectively. The Reverse Stock Split did not change the par value of the common stock and, therefore, the Company reclassified an amount equal to the reduction in the number of shares of common stock at par value to additional paid-in capital. Proportionate adjustments were made to the per share exercise price and/or the number of shares issuable upon the exercise of stock options and the settlement of restricted stock units and the number of shares authorized and reserved for issuance pursuant to the Company’s equity incentive plans , see Note 7. Additionally, the Reverse Stock Split had no impact on the number of shares of the Company's Series 1 convertible preferred stock issued and outstanding. However, the conversion ratio of the outstanding Series 1 convertible preferred stock increased and the number of shares of common stock issuable upon conversion of such preferred stock decreased in proportion to the 1-for-15 split ratio, see Note 6. All share and per share amounts for common stock in these condensed financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to the Reverse Stock Split. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of significant accounting policies Basis of presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial reporting. Accordingly, these unaudited condensed financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed financial statements include all adjustments necessary to fairly state the financial position and the results of our operations and cash flows for interim periods in accordance with GAAP. All such adjustments are of a normal, recurring nature. The results for any interim period are not necessarily indicative of the results that may be expected for the year ending December 31, 2023 or for any future period. The condensed balance sheet presented as of December 31, 2022 has been derived from the audited financial statements as of that date. The condensed financial statements and notes as presented do not contain all information that is included in the annual financial statements and notes thereto of the Company. The condensed financial statements and notes included in this Quarterly Report should be read in conjunction with the financial statements and notes included in the Company’s 2022 Annual Report on Form 10-K (Annual Report) filed with the SEC. The significant accounting policies used in preparation of these condensed financial statements as of and for the three and six months ended June 30, 2023 are consistent with those described in our Annual Report. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make judgments, estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company bases its estimates and judgments on historical experience and on various other assumptions, including knowledge about current events and expectations about actions the Company may take in the future, that the Company believes are reasonable under the circumstances. Actual results could vary from the amounts derived from management’s estimates and assumptions. Concentration of credit risk and other risks and uncertainties Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, and accounts receivables. The Company’s cash is deposited in accounts at large financial institutions and its cash equivalents are primarily held in prime and U.S. government money market funds. The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash and cash equivalents are held. The Company is subject to risks common to companies in the diagnostics industry including, but not limited to, uncertainties related to commercialization of products, regulatory approvals, and protection of intellectual property rights. Global economic conditions remain volatile resulting from the continuing and evolving effects of the COVID-19 pandemic, inflationary pressures, rising interest rates, the ongoing military conflict between Russia and Ukraine and related sanctions imposed against Russia and otherwise. The Company continues to evaluate the potential impact of these global issues on our current and future business operations, including our expenses, clinical trials and addressable markets as well as on our industry and healthcare system. The Company is dependent on key suppliers for certain manufacturing and research and development activities. An interruption in the supply of these materials could temporarily impact the Company’s ability to commercialize, manufacture inventory and perform research and development, testing and clinical trials related to its products. The Company is also dependent on its manufacturing partners that are critical to the Company's ability to supply product to its end customers. Grant revenue and receivables Grants awarded to the Company for research and development by government entities are outside the scope of ASC 606. This is because the granting entities are not considered to be customers and are not receiving reciprocal value for their grant support provided to the Company. These grants provide the Company with payments for certain types of expenditures in return for research and development activities or for meeting certain development milestones over a contractually defined period. For efforts performed under these grant agreements, the Company’s policy is to recognize revenue when it is reasonably assured that the grant funding will be received as evidenced through the existence of a grant arrangement, amounts eligible for reimbursement are determinable and have been incurred and paid, the applicable conditions under the grant arrangements have been met, and collectability of amounts due is reasonably assured. Costs of grant revenue are recorded as a component of research and development expenses in the Company’s condensed statements of operations and comprehensive loss. Grant funds received from third parties are recorded as revenue if the Company is deemed to be the principal participant in the arrangement. If the Company is not the principal participant, the funds from grants are recorded as a reduction to research and development expense. Reimbursable costs paid prior to being billed are recorded as unbilled grant receivables. Funds received in advance are recorded as deferred grant revenue. Management has determined that the Company is the principal participant under the Company’s grant agreements, and accordingly, the Company records amounts earned under these arrangements as grant revenue. New accounting pronouncements Recently issued accounting pronouncements There are no accounting pronouncements pending at June 30, 2023 that we expect to have a material impact on our financial statements and disclosures. Recently adopted accounting standards We did not adopt any new accounting standards during the three or six months ended June 30, 2023. |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 3. Fair value measurement The following table summarizes the Company's financial assets carried at fair value and measured on a recurring basis by level within the fair value hierarchy (in thousands): June 30, 2023 Level 1 Level 2 Level 3 Total Assets: Cash equivalents (money market funds) $ 89,915 $ — $ — $ 89,915 Total assets measured at fair value $ 89,915 $ — $ — $ 89,915 December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents (money market funds) $ 127,404 $ — $ — $ 127,404 Total assets measured at fair value $ 127,404 $ — $ — $ 127,404 |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 4. Revenue Grant revenue and receivables NIH grant In May 2018, the Company was awarded a grant from the NIH for the Diagnostics via Rapid Enrichment, Identification, and Phenotypic Antibiotic Susceptibility Testing of Pathogens from Blood project. In April 2023, the Company exercised a one-year option under the grant, extending the term through April 2024. There is $ 0.5 million in additional funding available under the grant as of June 30, 2023. During each of the three months ended June 30, 2023 and 2022, the Company recognized $ 0.5 million and $ 0.1 million of revenue related to this grant, respectively. During each of the six months ended June 30, 2023 and 2022, the Company recognized $ 1.6 million a nd $ 0.3 m illion of revenue related to this grant, respectively. NIH Rapid Acceleration of Diagnostics - RADx Initiative contracts In July 2020, the Company was awarded a subaward grant from the University of Massachusetts Medical School for Phase 1 of the NIH’s RADx initiative and a contract from the NIH directly for Phase 2 of the RADx initiative. The RADx initiative aims to speed the development, validation, and commercialization of innovative, rapid tests that can directly detect COVID-19. In 2021, the Company and the NIH amended the contract for the completion of the RADx initiative, extending the term of the contract to January 30, 2022 and decreased the potential milestone payment from $ 4.0 million to $ 2.0 million. The contract expired on January 30, 2022. The Company recognized $ 0.7 million in revenue related to this grant during t he six months ended June 30, 2022 . |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
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. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Stockholders' equity | 6. Stockholders’ equity Common stock On July 27, 2022, the Company received a notice (Notice) from the Nasdaq Stock Market (Nasdaq) that the Company is not in compliance with the $ 1.00 minimum bid price requirement for continued listing, as set forth in Nasdaq Listing Rule 5450(a)(1) (Minimum Bid Price Requirement), as the minimum bid price of the Company’s common stock had been below $ 1.00 per share for thirty-one (31) consecutive business days as of the date of the Notice. On January 24, 2023, the Company transferred the listing of its securities to the Nasdaq Capital Market (Capital Market) and received notice from Nasdaq indicating that, while the Company has not regained compliance with the Minimum Bid Price Requirement, Nasdaq has determined that the Company is eligible for an additional 180-day period, or until July 24, 2023, to regain compliance. We committed to effectuating a reverse stock split by the end of the second compliance period, if necessary, to regain compliance with the Minimum Bid Price Requirement. The Notice has no other immediate effect on the listing of the Company’s common stock, which will trade on the Capital Market under the symbol “TLIS.” Effective July 5, 2023 , the Company completed a 1-for-15 reverse stock split of its issued and outstanding shares of common stock, as further described in Note 1. As a result of the Reverse Stock Split, every 15 shares of common stock issued and outstanding were converted into one share of common stock with any fractional shares resulting from the Reverse Stock Split rounded up to the nearest whole share . The rights and privileges of the holders of shares of common stock are unaffected by the Reverse Stock Split. The common stock traded on an as-adjusted basis upon market open on July 6 , 2023 . The purpose of the Reverse Stock Split was to enable the Company to regain compliance with the requirements of Minimum Bid Price Requirement. On July 20, 2023, we received notice from Nasdaq that we had regained compliance with the Minimum Bid Price Requirement. The Reverse Stock Split did not change the par value of the common stock or the authorized number of shares of common stock. All share and per share amounts for common stock in these condensed financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to the Reverse Stock Split, including reclassifying an amount equal to the reduction in the number of shares of common stock at par value to additional paid-in capital. Convertible preferred stock As of June 30, 2023 and December 31, 2022, there were 29,863,674 shares of Series 1 convertible preferred stock issued and outstanding. There were 60,000,000 shares of Series 1 convertible preferred stock with a par value of $ 0.0001 per share authorized as of June 30, 2023 and December 31, 2022. The Reverse Stock Split had no impact on the number of shares of the Company's Series 1 convertible preferred stock issued and outstanding. However, the conversion ratio of the outstanding Series 1 convertible preferred stock increased and the number of shares of common stock issuable upon conversion of such Series 1 convertible preferred stock decreased in proportion to the 1-for-15 ratio . The rights and privileges of the holders of shares of Series 1 convertible preferred stock are unaffected by the Reverse Stock Split. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 7. Stock-based compensation Effective July 5, 2023, the Company completed a 1-for-15 Reverse Stock Split of its issued and outstanding shares of common stock , as further described in Note 1 and Note 6. All stock options and restricted stock units outstanding immediately prior to the Reverse Stock Split, as well as strike price and fair value amounts, were adjusted pursuant to the terms of the 2021 Equity Incentive Plan to give effect to the Reverse Stock Split. The number of shares of common stock issuable upon the exercise of each stock option and the settlement of each restricted stock unit decreased in proportion to the 1-for-15 ratio and the number of shares authorized and reserved for issuance pursuant to the Company’s equity incentive plans was proportionately adjusted to give effect to the Reverse Stock Split. Stock options A summary of stock option activity during the six months ended June 30, 2023 is as follows: Number of Weighted Weighted Aggregate Outstanding at December 31, 2022 559,542 $ 52.87 8.6 $ — Granted 269,637 $ 7.45 Exercised - $ — Forfeited ( 90,915 ) $ 23.89 Expired ( 4,277 ) $ 64.04 Outstanding at June 30, 2023 733,987 $ 39.71 8.7 $ — Options vested and expected to vest at June 30, 2023 733,987 $ 39.71 8.7 $ — Options vested and exercisable at June 30, 2023 256,458 $ 66.54 7.7 $ — As of June 30, 2023, the total unrecognized stock-based compensation related to stock options was $ 7.7 million, which is expected be recognized over a weighted-average period of approximately 3 years. Restricted stock units (RSUs) A summary of RSU activity during the six months ended June 30, 2023 is as follows: Number of Units Weighted Average Grant Date Outstanding at December 31, 2022 21,764 $ 41.18 Granted 2,504 $ 7.77 Vested ( 2,859 ) $ 17.26 Forfeited ( 2,092 ) $ 28.28 Outstanding at June 30, 2023 19,317 $ 41.78 As of June 30, 2023, the total unrecognized stock-based compensation related to RSUs was $ 0.64 million, which is expected to be recognized over a weighted average period of approximately 3 years. Outstanding RSUs as of June 30, 2023 includes 124 RSUs that were vested, but not yet delivered. Stock-based compensation expense The following table summarizes the components of stock-based compensation expense recorded in the Company’s condensed statement of operations and comprehensive loss (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Research and development $ 262 $ 234 $ 493 $ 809 Selling, general and administrative 814 1,011 1,766 1,981 Total stock-based compensation $ 1,076 $ 1,245 $ 2,259 $ 2,790 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 8. Related-party transactions Registration rights In March 2021, the Company entered into a registration rights agreement (the Registration Rights Agreement) with Baker Brothers Life Sciences, L.P. and 667, L.P. (the Baker Funds), holders of the Company’s Series 1 convertible preferred stock and related parties. The obligations of the Company regarding such registration rights include, but are not limited to, file a registration statement with the SEC for the registration of registrable securities, reasonable efforts to cause such registration statement to become effective, keep such registration statement effective for up to 30 days, prepare and file amendments and supplements to such registration statement and the prospectus used in connection with such registration statement, and notify each selling holder, promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed. The terms of the Registration Rights Agreement provide for the payment of certain expenses related to the registration of the shares, including a capped reimbursement of legal fees of a single special counsel for the holders of the shares, but do not impose any obligations for the Company to pay additional consideration to the holders in case a registration statement is not declared effective. On May 10, 2022, the Company filed a registration statement on Form S-3 with the SEC to register the registrable securities pursuant to the Registration Rights Agreement, which was declared effective on May 24, 2022. Under the Registration Rights Agreement, the Baker Funds also have the right to one underwritten offering per calendar year, but no more than two underwritten offerings or block trades in any twelve-month period, to effect the sale or distribution of their registrable securities, subject to specified exceptions, conditions and limitations. The Registration Rights Agreement also includes customary indemnification obligations in connection with registrations conducted pursuant to the Registration Rights Agreement. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 9. Net loss per share Net loss per share The following table sets forth the computation of the basic and diluted net loss per share (in thousands, except for share and per share data): Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Numerator: Net loss - basic and diluted $ ( 15,034 ) $ ( 27,011 ) $ ( 32,865 ) $ ( 60,062 ) Denominator: Weighted-average number of shares of 1,817,288 1,799,559 1,814,994 1,794,463 Net loss per share - basic and diluted $ ( 8.27 ) $ ( 15.01 ) $ ( 18.11 ) $ ( 33.47 ) Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive. The Company’s Series 1 convertible preferred stock are participating securities but, because they do not have the obligation to share in the loss of the Company, they are excluded from the calculation of basic net loss per share. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: As of June 30, 2023 2022 Series 1 convertible preferred stock* 29,863,674 29,863,674 Options to purchase common stock 733,987 683,515 Shares estimated to be purchased under 2021 Employee Stock Purchase Plan — 30,355 Unvested RSUs 19,317 40,069 Total 30,616,978 30,617,613 * The conversion ratio of the Company's Series 1 convertible preferred stock has been adjusted to proportionally reflect the 1-for-15 Reverse Stock Split upon conversion . See Note 1. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial reporting. Accordingly, these unaudited condensed financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed financial statements include all adjustments necessary to fairly state the financial position and the results of our operations and cash flows for interim periods in accordance with GAAP. All such adjustments are of a normal, recurring nature. The results for any interim period are not necessarily indicative of the results that may be expected for the year ending December 31, 2023 or for any future period. The condensed balance sheet presented as of December 31, 2022 has been derived from the audited financial statements as of that date. The condensed financial statements and notes as presented do not contain all information that is included in the annual financial statements and notes thereto of the Company. The condensed financial statements and notes included in this Quarterly Report should be read in conjunction with the financial statements and notes included in the Company’s 2022 Annual Report on Form 10-K (Annual Report) filed with the SEC. The significant accounting policies used in preparation of these condensed financial statements as of and for the three and six months ended June 30, 2023 are consistent with those described in our Annual Report. |
Use of Estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make judgments, estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company bases its estimates and judgments on historical experience and on various other assumptions, including knowledge about current events and expectations about actions the Company may take in the future, that the Company believes are reasonable under the circumstances. Actual results could vary from the amounts derived from management’s estimates and assumptions. |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of credit risk and other risks and uncertainties Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, and accounts receivables. The Company’s cash is deposited in accounts at large financial institutions and its cash equivalents are primarily held in prime and U.S. government money market funds. The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash and cash equivalents are held. The Company is subject to risks common to companies in the diagnostics industry including, but not limited to, uncertainties related to commercialization of products, regulatory approvals, and protection of intellectual property rights. Global economic conditions remain volatile resulting from the continuing and evolving effects of the COVID-19 pandemic, inflationary pressures, rising interest rates, the ongoing military conflict between Russia and Ukraine and related sanctions imposed against Russia and otherwise. The Company continues to evaluate the potential impact of these global issues on our current and future business operations, including our expenses, clinical trials and addressable markets as well as on our industry and healthcare system. The Company is dependent on key suppliers for certain manufacturing and research and development activities. An interruption in the supply of these materials could temporarily impact the Company’s ability to commercialize, manufacture inventory and perform research and development, testing and clinical trials related to its products. The Company is also dependent on its manufacturing partners that are critical to the Company's ability to supply product to its end customers. |
Grant Revenue and Receivables | Grants awarded to the Company for research and development by government entities are outside the scope of ASC 606. This is because the granting entities are not considered to be customers and are not receiving reciprocal value for their grant support provided to the Company. These grants provide the Company with payments for certain types of expenditures in return for research and development activities or for meeting certain development milestones over a contractually defined period. For efforts performed under these grant agreements, the Company’s policy is to recognize revenue when it is reasonably assured that the grant funding will be received as evidenced through the existence of a grant arrangement, amounts eligible for reimbursement are determinable and have been incurred and paid, the applicable conditions under the grant arrangements have been met, and collectability of amounts due is reasonably assured. Costs of grant revenue are recorded as a component of research and development expenses in the Company’s condensed statements of operations and comprehensive loss. Grant funds received from third parties are recorded as revenue if the Company is deemed to be the principal participant in the arrangement. If the Company is not the principal participant, the funds from grants are recorded as a reduction to research and development expense. Reimbursable costs paid prior to being billed are recorded as unbilled grant receivables. Funds received in advance are recorded as deferred grant revenue. Management has determined that the Company is the principal participant under the Company’s grant agreements, and accordingly, the Company records amounts earned under these arrangements as grant revenue. |
New Accounting Pronouncements | New accounting pronouncements Recently issued accounting pronouncements There are no accounting pronouncements pending at June 30, 2023 that we expect to have a material impact on our financial statements and disclosures. Recently adopted accounting standards We did not adopt any new accounting standards during the three or six months ended June 30, 2023. |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets Carried at Fair Value and Measured on Recurring Basis | The following table summarizes the Company's financial assets carried at fair value and measured on a recurring basis by level within the fair value hierarchy (in thousands): June 30, 2023 Level 1 Level 2 Level 3 Total Assets: Cash equivalents (money market funds) $ 89,915 $ — $ — $ 89,915 Total assets measured at fair value $ 89,915 $ — $ — $ 89,915 December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents (money market funds) $ 127,404 $ — $ — $ 127,404 Total assets measured at fair value $ 127,404 $ — $ — $ 127,404 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Undiscounted Future Lease Payments | 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 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | A summary of stock option activity during the six months ended June 30, 2023 is as follows: Number of Weighted Weighted Aggregate Outstanding at December 31, 2022 559,542 $ 52.87 8.6 $ — Granted 269,637 $ 7.45 Exercised - $ — Forfeited ( 90,915 ) $ 23.89 Expired ( 4,277 ) $ 64.04 Outstanding at June 30, 2023 733,987 $ 39.71 8.7 $ — Options vested and expected to vest at June 30, 2023 733,987 $ 39.71 8.7 $ — Options vested and exercisable at June 30, 2023 256,458 $ 66.54 7.7 $ — |
Summary of Restricted Stock Unit Activity | A summary of RSU activity during the six months ended June 30, 2023 is as follows: Number of Units Weighted Average Grant Date Outstanding at December 31, 2022 21,764 $ 41.18 Granted 2,504 $ 7.77 Vested ( 2,859 ) $ 17.26 Forfeited ( 2,092 ) $ 28.28 Outstanding at June 30, 2023 19,317 $ 41.78 |
Components of Stock-based Compensation Expense | The following table summarizes the components of stock-based compensation expense recorded in the Company’s condensed statement of operations and comprehensive loss (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Research and development $ 262 $ 234 $ 493 $ 809 Selling, general and administrative 814 1,011 1,766 1,981 Total stock-based compensation $ 1,076 $ 1,245 $ 2,259 $ 2,790 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of the basic and diluted net loss per share (in thousands, except for share and per share data): Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Numerator: Net loss - basic and diluted $ ( 15,034 ) $ ( 27,011 ) $ ( 32,865 ) $ ( 60,062 ) Denominator: Weighted-average number of shares of 1,817,288 1,799,559 1,814,994 1,794,463 Net loss per share - basic and diluted $ ( 8.27 ) $ ( 15.01 ) $ ( 18.11 ) $ ( 33.47 ) |
Schedule of Potentially Dilutive Securities Not Included in Diluted Per Share Calculations | Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive. The Company’s Series 1 convertible preferred stock are participating securities but, because they do not have the obligation to share in the loss of the Company, they are excluded from the calculation of basic net loss per share. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: As of June 30, 2023 2022 Series 1 convertible preferred stock* 29,863,674 29,863,674 Options to purchase common stock 733,987 683,515 Shares estimated to be purchased under 2021 Employee Stock Purchase Plan — 30,355 Unvested RSUs 19,317 40,069 Total 30,616,978 30,617,613 * The conversion ratio of the Company's Series 1 convertible preferred stock has been adjusted to proportionally reflect the 1-for-15 Reverse Stock Split upon conversion . See Note 1. |
Organization and Nature of Bu_2
Organization and Nature of Business - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||
Jul. 05, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization And Nature Of Business [Line Items] | |||||||||
Net losses | $ 15,034 | $ 17,831 | $ 27,011 | $ 33,051 | $ 32,865 | $ 60,062 | |||
Stockholders' Equity, Reverse Stock Split | a 1-for-15 reverse stock split of the shares of the Company’s common stock, par value $0.0001 per share, effective as of 5:00 p.m., Eastern Time, on July 5, 2023 (the “Reverse Stock Split”). On this date, every 15 issued and outstanding shares of common stock were converted into one share of common stock, with any fractional shares resulting from the Reverse Stock Split rounded up to the nearest whole share. | ||||||||
Cash and cash equivalents | 98,200 | $ 165,373 | $ 98,200 | 165,373 | $ 130,191 | ||||
Restricted cash | $ 2,600 | $ 2,600 | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common Stock, Shares, Outstanding | 1,819,029 | 1,819,029 | 1,811,396 | ||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||||||
Series 1 Convertible Preferred Stock | |||||||||
Organization And Nature Of Business [Line Items] | |||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Preferred authorized | 60,000,000 | 60,000,000 | 60,000,000 | ||||||
Convertible Preferred Stock [Member] | |||||||||
Organization And Nature Of Business [Line Items] | |||||||||
Stockholders' Equity, Reverse Stock Split | 1-for-15 ratio | ||||||||
Maximum [Member] | |||||||||
Organization And Nature Of Business [Line Items] | |||||||||
Common Stock, Shares, Outstanding | 26,900,000 | 26,900,000 | |||||||
Reduction in Force [Member] | |||||||||
Organization And Nature Of Business [Line Items] | |||||||||
Expense related to reduction in force | $ 1,000 | ||||||||
Common Stock | |||||||||
Organization And Nature Of Business [Line Items] | |||||||||
Stockholders' Equity, Reverse Stock Split | 1-for-15 Reverse Stock Split of its issued and outstanding shares of common stock | ||||||||
Common Stock, Shares, Outstanding | 1,819,029 | 1,816,189 | 1,799,559 | 1,799,559 | 1,819,029 | 1,799,559 | 1,811,396 | 1,785,476 | |
Common stock, shares authorized | 200,000,000 | 200,000,000 | |||||||
Common Stock | Minimum [Member] | |||||||||
Organization And Nature Of Business [Line Items] | |||||||||
Common Stock, Shares, Outstanding | 1,800,000 | 1,800,000 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Financial Assets Carried at Fair Value and Measured on Recurring Basis (Details) - Fair Value Measurements, Recurring - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Assets: | ||
Total assets measured at fair value | $ 89,915 | $ 127,404 |
Level 1 | ||
Assets: | ||
Total assets measured at fair value | 89,915 | 127,404 |
Money Market Funds | ||
Assets: | ||
Cash equivalents | 89,915 | 127,404 |
Money Market Funds | Level 1 | ||
Assets: | ||
Cash equivalents | $ 89,915 | $ 127,404 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Accrued Liabilities, Current [Abstract] | ||
Total accrued liabilities | $ 938 | $ 989 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Oct. 31, 2021 | Jul. 31, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
RADx Initiative | ||||||
Disaggregation Of Revenue [Line Items] | ||||||
Revenue received in completion of second stage | $ 0.7 | |||||
Potential milestone payment | $ 2 | $ 4 | ||||
Term of contract | Jan. 30, 2022 | |||||
NIH | ||||||
Disaggregation Of Revenue [Line Items] | ||||||
Additional funding available under extension | $ 0.5 | $ 0.5 | ||||
Grant revenue recognized | $ 0.5 | $ 0.1 | $ 1.6 | $ 0.3 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | ||||
Mar. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Jan. 31, 2022 | Jan. 31, 2021 | |
Commitments And Contingencies [Line Items] | ||||||
Operating lease right-of-use-assets | $ 16,030 | $ 30,920 | ||||
Operating lease liability | 20,385 | |||||
Remeasurement of operating lease right-of-use asset for lease modification | (18,696) | $ 0 | ||||
Letter of Credit | ||||||
Commitments And Contingencies [Line Items] | ||||||
letter of credit facility | $ 800 | |||||
Cash collateral for line of credit facility | $ 700 | $ 1,000 | ||||
Chicago, IL | Letter of Credit | ||||||
Commitments And Contingencies [Line Items] | ||||||
Cash collateral for line of credit facility | $ 800 | |||||
Redwood City, CA | Letter of Credit | ||||||
Commitments And Contingencies [Line Items] | ||||||
letter of credit facility | $ 700 | $ 1,000 | ||||
Laboratory and Office Space | Chicago, IL | ||||||
Commitments And Contingencies [Line Items] | ||||||
Renewal term | 10 years 6 months | |||||
Laboratory and Office Space | Redwood City, CA | ||||||
Commitments And Contingencies [Line Items] | ||||||
Operating lease right-of-use-assets | $ 7,300 | |||||
Operating lease liability | $ 7,300 | |||||
Initial term of operating lease | 7 years | |||||
Option to extend | no option to extend | |||||
Annual minimum commitment | $ 1,000 | |||||
Fixed escalations percentage per annum | 3.50% |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Undiscounted Future Lease Payments (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
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) | $ (3,703) |
Operating lease liabilities, long-term portion | $ 17,648 | $ 29,879 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - $ / shares | 6 Months Ended | |||
Jul. 05, 2023 | Jul. 27, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | |
Class Of Stock [Line Items] | ||||
Minimum bid price requirement | $ 1 | |||
Minimum bid price | $ 1 | |||
Stockholders' Equity, Reverse Stock Split | a 1-for-15 reverse stock split of the shares of the Company’s common stock, par value $0.0001 per share, effective as of 5:00 p.m., Eastern Time, on July 5, 2023 (the “Reverse Stock Split”). On this date, every 15 issued and outstanding shares of common stock were converted into one share of common stock, with any fractional shares resulting from the Reverse Stock Split rounded up to the nearest whole share. | |||
Subsequent Event | ||||
Class Of Stock [Line Items] | ||||
Stockholders' Equity, Reverse Stock Split | As a result of the Reverse Stock Split, every 15 shares of common stock issued and outstanding were converted into one share of common stock with any fractional shares resulting from the Reverse Stock Split rounded up to the nearest whole share. | |||
Common Stock | ||||
Class Of Stock [Line Items] | ||||
Stockholders' Equity, Reverse Stock Split | 1-for-15 Reverse Stock Split of its issued and outstanding shares of common stock | |||
Common Stock | Subsequent Event | ||||
Class Of Stock [Line Items] | ||||
Stockholders' Equity, Reverse Stock Split | 1-for-15 | |||
Series 1 Convertible Preferred Stock | ||||
Class Of Stock [Line Items] | ||||
Convertible preferred stock, shares authorized | 60,000,000 | 60,000,000 | ||
Convertible preferred stock, shares issued | 29,863,674 | 29,863,674 | ||
Convertible preferred stock outstanding | 29,863,674 | 29,863,674 | ||
Liquidation preference of convertible preferred stock | $ 0.0001 | $ 0.0001 | ||
Convertible Preferred Stock | ||||
Class Of Stock [Line Items] | ||||
Stockholders' Equity, Reverse Stock Split | 1-for-15 ratio |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Jul. 05, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 1,076 | $ 1,245 | $ 2,259 | $ 2,790 | ||
Reverse stock split | a 1-for-15 reverse stock split of the shares of the Company’s common stock, par value $0.0001 per share, effective as of 5:00 p.m., Eastern Time, on July 5, 2023 (the “Reverse Stock Split”). On this date, every 15 issued and outstanding shares of common stock were converted into one share of common stock, with any fractional shares resulting from the Reverse Stock Split rounded up to the nearest whole share. | |||||
Decreased reverse stock split | 1-for-15 | |||||
Options | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Unrecognized stock based compensation related to stock options | 7,700 | $ 7,700 | ||||
Expected weighted-average period for recognition of compensation expense related | 3 years | |||||
Restricted Stock Units | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Unrecognized stock based compensation related to restricted stock units | $ 640 | $ 640 | ||||
Expected weighted-average period for recognition of compensation expense related | 3 years | |||||
RSUs that were vested, but not yet delivered | 124 | 124 | ||||
Common Stock | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Reverse stock split | 1-for-15 Reverse Stock Split of its issued and outstanding shares of common stock |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of Units Outstanding, Beginning Balance | 559,542 | |
Number of Units, Granted | 269,637 | |
Number of Units, Forfeited | (90,915) | |
Number of Units, Expired | (4,277) | |
Number of Units Outstanding, Ending Balance | 733,987 | 559,542 |
Number of Units Outstanding, Options vested and expected to vest | 733,987 | |
Number of Units Outstanding, Options vested and exercisable | 256,458 | |
Number of Units Outstanding, Weighted Average Strike Price per Unit, Beginning Balance | $ 52.87 | |
Number of Units, Granted, Weighted Average Strike Price per Unit | 7.45 | |
Number of Units, Forfeited, Weighted Average Exercise Price per Unit | 23.89 | |
Number of Units, Expired, Weighted Average Exercise Price per Unit | 64.04 | |
Number of Units Outstanding, Weighted Average Strike Price per Unit, Ending Balance | 39.71 | $ 52.87 |
Number of Units, Options vested and expected to vest, Weighted Average Exercise Price per Unit | 39.71 | |
Number of Units, Options vested and exercisable, Weighted Average Exercise Price per Unit | $ 66.54 | |
Number of Units Outstanding, Weighted Average Remaining Contractual Term (in years) | 8 years 8 months 12 days | 8 years 7 months 6 days |
Number of Units, Options vested and expected to vest, Weighted Average Remaining Contractual Term (in years) | 8 years 8 months 12 days | |
Number of Units, Options vested and exercisable, Weighted Average Remaining Contractual Term (in years) | 7 years 8 months 12 days | |
Number of Units Outstanding, Aggregate Intrinsic Value | $ 0 | $ 0 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Restricted Stock Unit Activity (Details) - Restricted Stock Units | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding at December 31, 2022 | shares | 21,764 |
Granted | shares | 2,504 |
Vested | shares | (2,859) |
Forfeited | shares | (2,092) |
Outstanding at June 30, 2023 | shares | 19,317 |
Outstanding at December 31, 2022 | $ / shares | $ 41.18 |
Granted | $ / shares | 7.77 |
Vested | $ / shares | 17.26 |
Forfeited | $ / shares | 28.28 |
Outstanding at June 30, 2023 | $ / shares | $ 41.78 |
Stock-Based Compensation - Comp
Stock-Based Compensation - Components of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 1,076 | $ 1,245 | $ 2,259 | $ 2,790 |
Research and Development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 262 | 234 | 493 | 809 |
Selling, General and Administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 814 | $ 1,011 | $ 1,766 | $ 1,981 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator: | ||||||
Net loss | $ (15,034) | $ (17,831) | $ (27,011) | $ (33,051) | $ (32,865) | $ (60,062) |
Denominator: | ||||||
Weighted-average number of shares of common stock outstanding - basic | 1,817,288 | 1,799,559 | 1,814,994 | 1,794,463 | ||
Weighted-average number of shares of common stock outstanding - diluted | 1,817,288 | 1,799,559 | 1,814,994 | 1,794,463 | ||
Net loss per share - basic | $ (8.27) | $ (15.01) | $ (18.11) | $ (33.47) | ||
Net loss per share - diluted | $ (8.27) | $ (15.01) | $ (18.11) | $ (33.47) |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Potentially Dilutive Securities Not Included in Diluted Per Share Calculations (Details) - shares | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from the computation of diluted net loss per share | 30,616,978 | 30,617,613 | |
Series 1 Convertible Preferred Stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from the computation of diluted net loss per share | [1] | 29,863,674 | 29,863,674 |
Options | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from the computation of diluted net loss per share | 733,987 | 683,515 | |
Unvested RSUs | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from the computation of diluted net loss per share | 19,317 | 40,069 | |
Shares estimated to be purchased under 2021 Employee Stock Purchase Plan | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from the computation of diluted net loss per share | 30,355 | ||
[1] The conversion ratio of the Company's Series 1 convertible preferred stock has been adjusted to proportionally reflect the 1-for-15 Reverse Stock Split upon conversion . See Note 1. |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Potentially Dilutive Securities Not Included in Diluted Per Share Calculations (Parenthetical) (Details) | 6 Months Ended |
Jun. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Reverse stock split | a 1-for-15 reverse stock split of the shares of the Company’s common stock, par value $0.0001 per share, effective as of 5:00 p.m., Eastern Time, on July 5, 2023 (the “Reverse Stock Split”). On this date, every 15 issued and outstanding shares of common stock were converted into one share of common stock, with any fractional shares resulting from the Reverse Stock Split rounded up to the nearest whole share. |
Series 1 Convertible Preferred Stock | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Reverse stock split | 1-for-15 Reverse Stock Split upon conversion |