Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 27, 2024 | Jun. 30, 2023 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Transition Report | false | ||
Entity File Number | 001-40344 | ||
Entity Registrant Name | Akoya Biosciences, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 47-5586242 | ||
Entity Address, Address Line One | 100 Campus Drive | ||
Entity Address, Address Line Two | 6th Floor | ||
Entity Address, City or Town | Marlborough | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 01752 | ||
City Area Code | 855 | ||
Local Phone Number | 896-8401 | ||
Title of 12(b) Security | Common Stock, par value $0.00001 per share | ||
Trading Symbol | AKYA | ||
Security Exchange Name | NASDAQ | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 49,140,731 | ||
Entity Central Index Key | 0001711933 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Auditor Name | RSM US LLP | ||
Auditor Firm ID | 49 | ||
Auditor Location | Boston, Massachusetts | ||
Entity Public Float | $ 186.4 | ||
Amendment Flag | false | ||
Document Financial Statement Error Correction [Flag] | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 83,125 | $ 74,229 |
Marketable securities | 6,989 | |
Accounts receivable, net | 16,994 | 9,729 |
Inventories, net | 17,877 | 14,486 |
Prepaid expenses and other current assets | 3,794 | 6,764 |
Total current assets | 121,790 | 112,197 |
Property and equipment, net | 10,729 | 10,174 |
Restricted cash | 699 | 303 |
Demo inventory, net | 893 | 2,084 |
Intangible assets, net | 17,412 | 20,048 |
Goodwill | 18,262 | 18,262 |
Operating lease right of use assets, net | 8,365 | 10,785 |
Financing lease right of use assets, net | 1,562 | 1,490 |
Other assets | 657 | 688 |
Total assets | 180,369 | 176,031 |
Current liabilities | ||
Accounts payable | 11,776 | 10,628 |
Accrued expenses and other current liabilities | 13,433 | 16,519 |
Current portion of operating lease liabilities | 2,681 | 3,009 |
Current portion of financing lease liabilities | 767 | 620 |
Deferred revenue | 6,688 | 6,279 |
Total current liabilities | 35,345 | 37,055 |
Deferred revenue, net of current portion | 3,193 | 2,114 |
Long-term debt, net of debt discount | 75,254 | 63,277 |
Deferred tax liability, net | 38 | 87 |
Operating lease liabilities, net of current portion | 6,238 | 8,203 |
Financing lease liabilities, net of current portion | 766 | 675 |
Contingent consideration liability (Note 4), net of current portion | 5,765 | 6,039 |
Total liabilities | 126,599 | 117,450 |
Stockholders' equity | ||
Common Stock, $0.00001 par value; 500,000,000 shares authorized at December 31, 2023 and December 31, 2022; 49,117,738 and 38,288,188 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively | 2 | 2 |
Additional paid in capital | 283,839 | 225,333 |
Accumulated deficit | (230,071) | (166,748) |
Accumulated other comprehensive loss | (6) | |
Total stockholders' equity | 53,770 | 58,581 |
Total liabilities and stockholders' equity | $ 180,369 | $ 176,031 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 49,117,738 | 38,288,188 |
Common stock, shares outstanding | 49,117,738 | 38,288,188 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue | $ 96,633 | $ 74,859 |
Cost of goods sold | 40,328 | 31,469 |
Gross profit | 56,305 | 43,390 |
Operating expenses: | ||
Selling, general and administrative | 82,381 | 79,653 |
Research and development | 21,889 | 23,211 |
Change in fair value of contingent consideration | 1,636 | (102) |
Depreciation and amortization | 8,067 | 6,734 |
Total operating expenses | 113,973 | 109,496 |
Loss from operations | (57,668) | (66,106) |
Other income (expense): | ||
Interest expense | (8,761) | (4,554) |
Interest income | 3,489 | 777 |
Other expense, net | (343) | (635) |
Loss before provision for income taxes | (63,283) | (70,518) |
Provision for income taxes | (40) | (123) |
Net loss | $ (63,323) | $ (70,641) |
Net loss per share attributable to common stockholders, basic | $ (1.43) | $ (1.87) |
Net loss per share attributable to common stockholders, diluted | $ (1.43) | $ (1.87) |
Weighted-average shares outstanding, basic | 44,434,570 | 37,746,915 |
Weighted-average shares outstanding, diluted | 44,434,570 | 37,746,915 |
Product | ||
Revenue | $ 67,410 | $ 57,650 |
Cost of goods sold | 25,778 | 20,947 |
Service and other | ||
Revenue | 29,223 | 17,209 |
Cost of goods sold | $ 14,550 | $ 10,522 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||
Net Income (Loss) | $ (63,323) | $ (70,641) |
Other comprehensive income (loss): | ||
Unrealized gain (loss) on marketable securities | 6 | (6) |
Total other comprehensive income (loss) | 6 | (6) |
Comprehensive loss | $ (63,317) | $ (70,647) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated other comprehensive income (loss) | Total |
Balance, beginning of period at Dec. 31, 2021 | $ 2 | $ 217,456 | $ (96,107) | $ 121,351 | |
Balance, beginning of period (in shares) at Dec. 31, 2021 | 37,424,101 | ||||
Increase (Decrease) in Redeemable Convertible Preferred Stock and Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options | 447 | 447 | |||
Exercise of stock options (in shares) | 745,991 | ||||
Exercise of stock warrants (in shares) | 118,096 | ||||
Net Income (Loss) | (70,641) | (70,641) | |||
Other comprehensive income (loss) | $ (6) | (6) | |||
Stock-based compensation | 7,430 | 7,430 | |||
Balance, end of period at Dec. 31, 2022 | $ 2 | 225,333 | (166,748) | (6) | 58,581 |
Balance, end of period (in shares) at Dec. 31, 2022 | 38,288,188 | ||||
Increase (Decrease) in Redeemable Convertible Preferred Stock and Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options | 346 | 346 | |||
Exercise of stock options (in shares) | 694,626 | ||||
Vesting of restricted stock units | (94) | (94) | |||
Vesting of restricted stock units (in shares) | 129,924 | ||||
Sale of common stock in underwritten offering, net of costs | 47,817 | 47,817 | |||
Sale of common stock in underwritten offering, net of costs (in shares) | 10,005,000 | ||||
Net Income (Loss) | (63,323) | (63,323) | |||
Other comprehensive income (loss) | $ 6 | 6 | |||
Stock-based compensation | 10,437 | 10,437 | |||
Balance, end of period at Dec. 31, 2023 | $ 2 | $ 283,839 | $ (230,071) | $ 53,770 | |
Balance, end of period (in shares) at Dec. 31, 2023 | 49,117,738 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating activities | ||
Net loss | $ (63,323) | $ (70,641) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 8,890 | 7,149 |
Non-cash interest expense | 727 | 608 |
Stock-based compensation expense | 10,437 | 7,430 |
Deferred taxes | (51) | 35 |
Change in fair value of contingent consideration | 1,636 | (102) |
Net accretion of marketable securities | (5) | (221) |
Loss on sale of property and equipment | 82 | |
Operating lease right of use assets | 2,420 | 2,011 |
Adjustment for excess and obsolete inventories | 2,848 | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (7,265) | (285) |
Prepaid expenses and other assets | 2,257 | 798 |
Inventories, net | (6,332) | (5,374) |
Accounts payable | 1,148 | 1,193 |
Accrued expenses and other liabilities | (3,481) | 2,826 |
Operating lease liabilities | (2,293) | (1,584) |
Deferred revenue | 1,488 | 2,579 |
Net cash used in operating activities | (50,899) | (53,496) |
Investing activities | ||
Purchases of property and equipment | (3,653) | (7,360) |
Proceeds from sale of property and equipment | 55 | |
Purchase of marketable securities | (40,774) | |
Maturities of marketable securities | 7,000 | 34,000 |
Net cash provided by (used in) investing activities | 3,347 | (14,079) |
Financing activities | ||
Proceeds from debt | 11,250 | 31,250 |
Payment of accrued final fee | (779) | |
Payments of debt issuance costs | (33) | (240) |
Sale of common stock in underwritten offering, net of costs | 47,967 | |
Proceeds from stock option exercises | 346 | 447 |
Settlement of restricted stock units for tax withholding obligations | (94) | |
Payments of deferred at-the-market offering costs | (207) | (124) |
Principal payments on financing leases | (676) | (621) |
Payments of contingent consideration | (1,709) | (1,207) |
Net cash provided by financing activities | 56,844 | 28,726 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 9,292 | (38,849) |
Cash, cash equivalents, and restricted cash at beginning of year | 74,532 | 113,381 |
Cash, cash equivalents, and restricted cash at end of year | 83,824 | 74,532 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | 7,650 | 3,477 |
Cash paid for income taxes | 56 | |
Supplemental disclosures of non-cash activities | ||
Right-of-use asset obtained in exchange for lease liabilities | 914 | |
Unpaid offering costs related to sale of common stock in underwritten offer | 150 | |
Purchases of property and equipment included in accounts payable and accrued expenses | $ 697 | $ 229 |
The company and basis of presen
The company and basis of presentation | 12 Months Ended |
Dec. 31, 2023 | |
The company and basis of presentation | |
The company and basis of presentation | AKOYA BIOSCIENCES INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share and per share data) (1) The company and basis of presentation Description of business Akoya Biosciences, Inc. (“Akoya” or the “Company”) is a life sciences technology company, founded on November 13, 2015 as a Delaware corporation with operations based in Marlborough, Massachusetts and Menlo Park, California, delivering spatial biology solutions focused on transforming discovery, clinical research and diagnostics. Spatial biology refers to a rapidly evolving technology that enables academic and biopharma scientists to detect and map the distribution of cell types and biomarkers across whole tissue samples at single-cell resolution, enabling advancements in their understanding of disease progression and patient response to therapy. Through Akoya’s PhenoCycler (formerly CODEX) and PhenoImager (formerly Phenoptics) platforms, reagents, software and services, the Company offers end-to-end solutions to perform tissue analysis and spatial phenotyping across the full continuum from discovery through translational and clinical research and diagnostics. On September 28, 2018, the Company acquired the commercial QPS division of Perkin Elmer, Inc. (“PKI”), subsequently known as Revvity, Inc. (“Revvity”), for multiplex immunofluorescence, with the aim of providing consumers with a full suite of end-to-end solutions for high parameter tissue analysis. The QPS technology offers pathology solutions for cancer immunology and immunotherapy research, including advanced multiplex immunochemistry staining kits, multispectral imaging and whole side scanning instruments, and image analysis software. The Company’s combined portfolio of complementary technologies aims to fuel groundbreaking advancements in cancer immunology, immunotherapy, neurology and a wide range of other applications. The Company sells into three main regions across the world: North America, APAC, and EMEA. Liquidity and going concern At December 31, 2023, the Company had cash and cash equivalents of $83,125 and an accumulated deficit of $230,071. The future success of the Company is dependent on its ability to successfully commercialize its products, successfully launch future products, obtain additional capital, if necessary, and ultimately attain profitable operations. The Company has funded its operations primarily through its preferred stock issuances, debt financing arrangements, and through the sale of shares of our common stock. The Company completed its initial public offering of the Company’s common stock in April of 2021 (the “IPO”) and completed a follow-on public offering of the Company’s common stock in June of 2023, as further described in Note 10. In January 2024, the Company recorded a charge of approximately $1,265 for costs related to a reduction in workforce. The Company is subject to a number of risks similar to other newly commercial life sciences companies, including, but not limited to, development and market acceptance of the Company’s products and potential products, development by its competitors of new technological innovations, protection of proprietary technology, and raising additional capital. The Company has incurred losses since its inception and has used cash from operations of $50,899 during the year ended December 31, 2023. However, the Company believes that its existing cash and cash equivalents will be adequate to satisfy its current operating plans for at least the next twelve months from the issuance of these financial statements. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies | |
Summary of significant accounting policies | (2) Summary of significant accounting policies Principles of consolidation The Company’s financial statements have been prepared in conformity with GAAP. Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Akoya Biosciences UK Ltd. (“Akoya UK”). All intercompany balances and transactions have been eliminated in consolidation. Foreign currency remeasurement Akoya UK’s subsidiary’s activities are recorded in British Pound Sterling and are remeasured using the United States Dollar as the functional currency. The balance sheet is remeasured into U.S. dollars at the exchange rate as of the balance sheet date. Revenues, expenses, and cash flows are remeasured at average rates during each reporting period. Net exchange gains and losses resulting from the remeasurement of the United Kingdom subsidiary balances are charged directly to operations and are included in other income (expense), net and were determined to be immaterial for the years ended December 31, 2023 and 2022. Foreign exchange transaction gains and losses are included in other income (expense), net in the accompanying consolidated statements of operations and were determined to be immaterial for the years ended December 31, 2023 and 2022. Use of estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company utilizes certain estimates in the determination of the fair value of its stock options, the useful lives of property and equipment, revenue recognition, determining the fair value of intangible assets, marketable securities, accrued expenses, income tax accounting, the value of purchase consideration paid and identifiable assets acquired and assumed in acquisitions, contingent consideration, goodwill and intangible asset impairment review, and other contingencies. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results could differ from such estimates. Reclassifications Certain amounts in the prior years’ consolidated financial statements have been reclassified to conform to the current year’s presentation. Segment information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision-maker in deciding how to allocate resources and assess performance. The Company’s chief operating decision-maker, the Company’s chief executive officer, views the Company’s operations and manages its business as a single operating segment. Concentrations of credit risk Cash and cash equivalents are financial instruments that potentially subject the Company to concentrations of credit risk. The Company maintains its cash deposits, which generally exceed federally insured limits, with large financial institutions and, accordingly, the Company believes their cash and cash equivalents are subject to minimal credit risk. Cash, cash equivalents, and restricted cash The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company records cash and cash equivalents as restricted when it is unable to freely use such cash and cash equivalents for general operating purposes. As of December 31, 2023 and 2022, restricted cash is recorded as long term and consists of a security deposit in a financial institution that is restricted from use as collateral for our letter of credit associated with our office and laboratory space in Marlborough, MA (Note 17), as well as cash restricted from use for the Company’s corporate credit card program. Accounts receivable The Company’s accounts receivable consists of amounts due from sales to commercial customers. The Company is exposed to credit losses primarily through sales of products and services. The Company’s expected loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions, and a review of the current status of customers’ trade accounts receivable. Due to the short-term nature of such receivables, the estimated accounts receivable that may not be collected is based on aging of the accounts receivable balances. The Company evaluates contract terms and conditions, country, and political risk, and may require prepayment to mitigate risk of loss. Specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default. The Company monitors changes to the receivables balance on a timely basis, and balances are written off as they are determined to be uncollectable after all collection efforts have been exhausted. The Company does not require collateral. As of December 31, 2023, the Company’s accounts receivable balance was $16,994 , net of $45 of allowance for credit losses. The following table provides a roll-forward of the allowance for credit losses for the year ended December 31, 2023 that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected. Balance at January 1, 2023 $ 45 Change in provision — Balance at December 31, 2023 $ 45 Inventory Inventories are stated at the lower of cost or net realizable value. The Company determines the cost of its inventories, which includes amounts related to materials, direct labor and manufacturing overhead, using the average cost method. The Company performs an assessment of the recoverability of capitalized inventory during each reporting period and writes down any excess and obsolete inventories to their realizable value in the period in which the impairment is first identified. Shipping and handling costs incurred for inventory purchases are capitalized and recorded upon sale within the cost of goods sold in the consolidated statements of operations. Fair value measurements Certain assets and liabilities are reported on a recurring basis at fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820, Fair Value Measurements (“ASC 820”), establishes a hierarchy of inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. The hierarchy defines three levels of valuation inputs: Level 1 — Quoted unadjusted prices for identical instruments in active markets. Level 2 — Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all observable inputs and significant value drivers are observable in active markets. Level 3 — Model derived valuations in which one or more significant inputs or significant value drivers are unobservable, including assumptions developed by the Company. The fair value hierarchy prioritizes valuation inputs based on the observable nature of those inputs. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability (Note 4). For certain financial instruments, including accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued expenses, the carrying amounts approximate their fair values as of December 31, 2023 and 2022 because of their short-term nature. At December 31, 2023 and 2022, the carrying value of the Company’s debt approximated fair value. Property and equipment Property and equipment are recorded at cost and depreciated over their estimated useful lives using the straight-line method. Repairs and maintenance costs are expensed as incurred, whereas major improvements are capitalized as additions to property and equipment. Demo inventory Demo inventory is considered a hybrid between fixed asset and regular inventory as the Company occasionally sells the demo product to customers upon request. Potential customers and key opinion leaders use demo inventory in the field for a trial period and on occasion purchase the inventory within a few months of usage. Demo inventory that is not purchased by the potential customer or key opinion leader is returned to the Company. Demo inventory is recorded at cost and depreciated over their estimated useful lives using the straight-line method. Repairs and maintenance costs are expensed as incurred, whereas major improvements are capitalized as additions to demo inventory. Upon sale, Demo inventory, if and when sold, is recorded as product revenue and the remaining carrying value is booked through cost of goods sold. Business combinations – intangible assets and contingent consideration The Company bases the fair value of identifiable intangible assets acquired in a business combination on detailed valuations that use information and assumptions provided by management, which consider management’s best estimates of inputs and assumptions that a market participant would use. The Company’s intangible assets are amortized on a straight-line basis over their estimated useful lives ranging from 5 to 15 years. For those arrangements which arise from a business combination that involve potential future contingent consideration, the Company records on the date of acquisition a liability equal to the fair value of the estimated additional consideration the Company may be obligated to make in the future. The Company re-measures this liability each reporting period and records changes in the fair value through changes in fair value of contingent consideration within the Company’s consolidated statements of operations. The Company records amounts currently due as it relates to contingent consideration within accrued expenses. Increases or decreases in the fair value of the contingent consideration liability can result from changes in discount rates, periods, timing and amount of projected revenue or timing or likelihood of achieving regulatory, revenue or commercialization-based milestones. The use of alternative valuation assumptions, including estimated revenue projections, growth rates, cash flows, discount rates, useful life or probability of achieving regulatory or revenue-based milestones could result in different purchase price allocations and recognized amortization expense and contingent consideration expense or benefit in current and future periods. Impairment of long-lived assets and goodwill The Company evaluates its long-lived assets, including finite-lived intangibles, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Examples of such triggering events applicable to the Company’s assets include, but are not limited to, a significant decrease in the market price of a long-lived asset or asset group, a current-period operating or cash flow loss combined with a history of operating or cash flow losses, a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group, or adverse industry or economic trends. If any indicator of impairment exists, the Company would then assess the recoverability of the affected long-lived assets by determining whether the carrying value of the asset group can be recovered through undiscounted future operating cash flows. If impairment is indicated, the Company would estimate the asset group’s fair value using future discounted cash flows associated with the use of the asset group and adjust the carrying value of the asset group accordingly. Given the Company’s history of negative operating losses and negative operating cash flows, the Company performed a quantitative test of its long-lived assets. Upon completion of its quantitative assessment as of December 31, 2023, the Company has concluded its long-lived assets are not impaired. The Company tests goodwill for impairment annually and whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. Events or changes in circumstances that could affect the likelihood that the Company will be required to recognize an impairment charge include, but are not limited to, declines in the Company’s stock price or market capitalization, economic downturns and other macroeconomic events, declines in the Company’s market share or revenues, or significant litigation. The Company performs its annual impairment review of goodwill at November 1 (and if and when triggering events occur between annual impairment tests). Upon completion of its quantitative assessment as of November 1, 2023, the Company has concluded that goodwill is not impaired. Debt issuance costs Debt issuance costs represent fees paid to or on behalf of the Company’s lenders to obtain debt financing. Debt issuance costs are recorded as a discount of the related debt. The costs are accreted over the term of the debt through interest expense using the straight line method which approximates the effective interest method. Revenue recognition The Company follows ASC 606, Revenue from Contracts with Customers The Company generates revenue from the sale and installation of instruments, related warranty services, reagents software (both company-owned and with third parties), and laboratory services. Pursuant to ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration the Company expects to be entitled to receive in exchange for these goods and services. To determine the appropriate amount of revenue to be recognized for arrangements determined to be within the scope of Topic 606, the Company performs the following five steps: (i) identification of the customer contract; (ii) identification of the performance obligations; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect consideration it is entitled to in exchange for the goods or services it transfers to the customer. The Company evaluates all promised goods and services within a customer contract and determines which of those are separate performance obligations. This evaluation includes an assessment of whether the good or service is capable of being distinct and whether the good or service is separable from other promises in the contract. Promised goods or services are considered distinct when (i) the customer can benefit from the good or service on its own or together with other readily available resources and (ii) the promised good or service is separately identifiable from other promises in the contract. Most of the Company’s contracts with customers contain multiple performance obligations (i.e., sale of an instrument and warranty services). For these contracts, the Company accounts for individual performance obligations separately if they are distinct (i.e. capable of being distinct and separable from other promises in the contract). The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. Excluded from the transaction price are sales tax and other similar taxes which are presented on a net basis. In order to determine the stand-alone selling price, the Company conducts a periodic analysis to determine whether various goods or services have an observable stand-alone selling price as well as to identify significant changes to current stand-alone selling prices. If the Company does not have an observable stand-alone selling price for a particular good or service, then the stand-alone selling price for that particular good or service is estimated using an approach that maximizes the use of observable inputs. The Company’s process for determining stand-alone selling price requires judgment and considers multiple factors that are reasonably available and maximizes the use of observable inputs that may vary over time depending upon the unique facts and circumstances related to each performance obligation. The Company believes that this method results in an estimate that represents the price the Company would charge for the product offerings if they were sold separately. Taxes, such as sales, value-added and other taxes, collected from customers concurrent with revenue generating activities and remitted to governmental authorities are not included in revenue. Shipping and handling costs associated with outbound freight are accounted for as a fulfillment cost and are included in cost of sales. Product Revenue Product revenue is generated by the sale of instruments and consumable reagents predominantly through the Company’s direct sales force in the United States and in geographic regions outside the United States. The Company generally does not offer product return or exchange rights (other than those relating to defective goods under warranty) or price protection allowances to its customers. When an instrument is purchased by a customer, the Company recognizes revenue when the related performance obligation is satisfied (i.e. when the control of an instrument has passed to the customer). Revenue from the sale of consumables is recognized upon shipment to the customer. The Company’s perpetual software licenses generally have significant stand-alone functionality to the customer upon delivery and are considered to be functional intellectual property. The Company’s perpetual software licenses are considered distinct performance obligations, and revenue allocated to the software license is typically recognized upon provision of the license/software code to the customer (i.e., when the software is available for access and download by the customer). Service and Other Revenue Product sales of instruments include a service-based warranty typically for one year following the installation of the purchased instrument, with an extended warranty for an additional year sold in many cases. These are separate performance obligations as they are service-based warranties and are recognized on a straight-line basis over the service delivery period. After completion of the service period, customers have an option to renew or extend the warranty services, typically for additional one-year performance obligation. For companion diagnostic development, the Company generally uses the cost-to-cost approach to measure the extent of progress towards completion of the performance obligation because the Company believes it best depicts the transfer of assets to the customer. Under the output method, the extent of progress towards completion is measured based on the value of the services transferred to date relative to the remaining services promised under the contract. Under the cost-to-cost measure approach, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. Revenues are recorded proportionally as costs are incurred. The Company records shipping and handling billed to customers as service and other revenue and the related costs in cost of service and other revenue in the consolidated statements of operations. In June 2022, the Company entered into a Companion Diagnostic Agreement with Acrivon Therapeutics, Inc. (the “Acrivon Agreement”) to co-develop, validate, and commercialize Acrivon’s OncoSignature ® The Acrivon Agreement is in the scope of ASC 606, Revenue from Contracts with Customers. The costs incurred by the Company under this arrangement are included as research and development expenses in the Company’s Consolidated Statements of Operations as these costs are related to the development of new services and technology to be owned and offered by the Company. Disaggregation of Revenue The Company disaggregates revenue from contracts with customers by type of products, and between instrument warranty and service and other revenue, as it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The following table disaggregates the Company’s revenue by major source: Year ended December 31, 2023 December 31, 2022 Revenue Product revenue Instruments $ 42,095 $ 38,635 Consumables 24,134 18,379 Standalone software products 1,181 636 Total product revenue $ 67,410 $ 57,650 Service and other revenue Service and other revenue $ 18,929 $ 9,159 Instrument warranty 10,294 8,050 Total service and other revenue $ 29,223 $ 17,209 Total revenue $ 96,633 $ 74,859 Significant Judgments The Company’s contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together requires significant judgment. Once the Company determines the performance obligations, the Company determines the transaction price, which includes estimating the amount of variable consideration, based on the most likely amount, to be included in the transaction price, if any. The Company then allocates the transaction price to each performance obligation in the contract based on a relative standalone selling price method. The corresponding revenue is recognized as the related performance obligations are satisfied as discussed in the revenue categories above. Judgment is required to determine the standalone selling price for each distinct performance obligation. The Company determines standalone selling price based on the price at which the performance obligation in the contract (i.e. instrument, service warranty, installation) would be sold separately. As the first-year warranty for each instrument is embedded in the instrument price, the amount allocated to the first-year warranty has been determined based on the separately identifiable price of the Company’s extended warranty offering when it is sold on a renewal basis. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and the expected costs and margin related to the performance obligations. Contracts in which only one performance obligation is identified (i.e., consumables and standalone software products) do not require allocation of the transaction price. Contract Assets and Liabilities The Company’s contract assets consistent of revenues recognized, but not yet invoiced to customers for lab services, companion diagnostic development, and instruments. The Company classifies contract assets in accounts receivable. Contract assets are classified as current or noncurrent based on timing of when the Company expects to invoice the customer. The Company recorded $1,276 in contract assets at December 31, 2023. The Company did not record any contract assets at December 31, 2022. The Company’s contract liabilities consist of upfront payments for service-based warranties on instrument sales, as well as lab services. The Company classifies contract liabilities associated with service-based warranties in deferred revenue, and contract liabilities associated with lab services in accrued expenses. Contract liabilities are classified as current or noncurrent based on the timing of when the Company expects to service the warranty, or complete the lab services contract. Cost to Obtain and Fulfill a Contract Under ASC 606, the Company is required to capitalize certain costs to obtain customer contracts and costs to fulfill customer contracts. These costs are required to be amortized to expense on a systemic basis that is consistent with the transfer to the customer of the goods or services to which the asset relates, compared to previously being expensed as incurred. As a practical expedient, the Company recognizes any incremental costs to obtain a contract as an expense when incurred if the amortization period of the asset is one year or less. Capitalizable costs to obtain contracts, such as commissions, and costs to fulfill customer contracts were determined to be immaterial for the years ended December 31, 2023 and 2022. Cost of goods sold Cost of product revenue includes the cost of materials, direct labor, and manufacturing overhead costs used in the manufacture of products sold to customers. Cost of service and other revenue consists of personnel, facility costs associated with operating our laboratory testing on behalf of the customers, costs related to instrument maintenance, servicing equipment, training customers at customer sites, freight, other direct costs, and overhead. Research and development costs Costs incurred in the research and development of the Company’s potential products are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including activities associated with performing services under research revenue arrangements, costs associated with the manufacture of developing products and include salaries and benefits, stock compensation, research related facility and overhead costs, laboratory supplies, equipment and contract services. Capitalized software development costs Since the Company sells standalone licensed software products to its customers, the Company applies guidance related to accounting for the costs of such software to be sold, leased or otherwise marketed in accordance with ASC 985-20, Costs of Software to be Sold, Leased, or Marketed, or ASC 985-20. Such guidance requires capitalization of certain software development costs subsequent to the establishment of technological feasibility. Costs eligible for capitalization under ASC 985-20 during the years ended December 31, 2023 and 2022 were $746 and $1,372, respectively, and were recorded as an intangible asset on our December 31, 2023 and 2022 consolidated balance sheets. We account for costs to develop or obtain internal-use software in accordance with ASC 350-40, Internal-Use Software, or ASC 350-40. We also account for costs of significant upgrades and enhancements resulting in additional functionality under ASC 350-40. Costs incurred for maintenance, training, and minor modifications or enhancements are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. Development costs related to internal-use software were immaterial during the years ended December 31, 2023 and 2022. Advertising expenses The cost of advertising, marketing and media is expensed as incurred. For the years ended December 31, 2023 and 2022, advertising costs totaled $2,334 and $4,638, respectively. Deferred offering costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation these costs are recorded in stockholders’ equity ratably as a reduction of additional paid in capital generated as a result of the offering. Should the in-process equity financing be abandoned, the deferred offering costs will be expensed as a charge to operating expenses. As of December 31, 2023 and 2022, $331 and $326 , respectively, of deferred offering costs were included in other assets in the accompanying consolidated balance sheets. Stock-based compensation The Company records stock-based compensation for awards granted to employees, non-employees, and to members of the Board for their services on the Board based on the grant date fair value of awards issued, and the expense is recorded on a straight-line basis over the requisite service period, which is generally four years. The Company uses the Black-Scholes-Merton option pricing model to determine the fair value of stock options. The use of the Black-Scholes-Merton option-pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. The expected term was determined according to the simplified method, which is the average of the vesting tranche dates and the contractual term. Due to the lack of company-specific historical and implied volatility, the Company bases its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. For these analyses, companies with comparable characteristics are selected, including enterprise value and position within the industry, and with historical price information sufficient to meet the expected life of the stock-based awards. The Company computes the historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of its stock-based awards. The Company will continue to apply this process until a sufficient amount of historical information regarding volatility of its own stock price becomes available. The risk-free interest rate is determined by reference to the U.S. Treasury zero-coupon issues with remaining maturities similar to the expected term of the options. The Company has not paid, and does not anticipate paying, cash dividends on shares of common stock; therefore, the expected dividend yield is assumed to be zero. For restricted stock units (“RSUs”) issued under the Company’s stock-based compensation plans, the fair value of each grant is calculated based on the Company’s stock price on the date of grant. The Company has elected to account for forfeitures as they occur; any compensation cost previously recognized for an award that is forfeited because of a failure to satisfy a service or performance condition will be reversed in the period of the forfeiture. Refer to Note 10 for further details on the Company’s stock-based compensation plans. Income taxes The Company provides for income taxes using the liability method. The Company provides deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the Company’s financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates expected to be in effect in the years in which the differences are expected to reverse. Deferred tax assets and liabilities are recorded net as long term. A valuation allowance is provided to reduce the deferred tax assets to the amount that will more likely than not be realized. The Company applies ASC 740 Income Taxes (“ASC 740”) in accounting for uncertainty in income taxes. The Company has identifie |
Significant risks and uncertain
Significant risks and uncertainties including business and credit concentrations | 12 Months Ended |
Dec. 31, 2023 | |
Significant risks and uncertainties including business and credit concentrations | |
Significant risks and uncertainties including business and credit concentrations | (3) Significant risks and uncertainties including business and credit concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash equivalents, marketable securities, and receivables. The Company’s cash equivalents are held by large, credit worthy financial institutions. Marketable securities consist of short-term investments. The Company has established guidelines relative to credit ratings, diversification and maturities that seek to maintain safety and liquidity. Deposits in these banks generally exceed federally insured limits. To date, the Company has not experienced any losses on its deposits of cash and cash equivalents. The Company controls credit risk through credit approvals, credit limits, and monitoring procedures. The Company performs periodic credit evaluations of its customers and generally does not require collateral. Accounts receivable are recorded net of an allowance for credit losses. The allowance for credit loss is developed using historical collection experience, current and future economic and market conditions, and a review of the status of customers’ accounts receivable. The Company had an allowance for credit loss of $45 and $45 at December 31, 2023 and 2022, respectively. For the years ended December 31, 2023 and 2022, no single customer accounted for more than 10% of revenue. One customer accounted for 12% of accounts receivable at December 31, 2023. No single customer accounted for more than 10% of accounts receivable at December 31, 2022. |
Fair value of financial instrum
Fair value of financial instruments | 12 Months Ended |
Dec. 31, 2023 | |
Fair value of financial instruments | |
Fair value of financial instruments | (4) Fair value of financial instruments The Company measures the following financial liabilities at fair value on a recurring basis. There were no transfers The following tables set forth the Company’s financial assets and liabilities carried at fair value categorized using the lowest level of input applicable to each financial instrument as of December 31, 2023 and 2022: Quoted Prices in Active Significant Markets for Other Significant Balance at Identical Observable Unobservable December 31, Assets Inputs Inputs 2023 (Level 1) (Level 2) (Level 3) Assets: Cash equivalents $ 76,844 $ 76,844 $ — $ — Total Assets $ 76,844 $ 76,844 $ — $ — Liabilities: Contingent consideration – Short term portion $ 1,911 $ — $ — $ 1,911 Contingent consideration – Long term portion 5,765 — — 5,765 Total Liabilities $ 7,676 $ — $ — $ 7,676 Quoted Prices in Active Significant Markets for Other Significant Balance at Identical Observable Unobservable December 31, Assets Inputs Inputs 2022 (Level 1) (Level 2) (Level 3) Assets: Cash equivalents $ 256 $ 256 $ — $ — U.S. Treasury securities 6,989 — 6,989 — Total Assets $ 7,245 $ 256 $ 6,989 $ — Liabilities: Contingent consideration – Short term portion $ 1,709 $ — $ — $ 1,709 Contingent consideration – Long term portion 6,039 — — 6,039 Total Liabilities $ 7,748 $ — $ — $ 7,748 The following is a summary of cash equivalents, and marketable securities as of December 31, 2023 and 2022: December 31, 2023 Gross Gross Unrealized Unrealized Estimated Cost Gains Losses Fair Value Cash equivalents $ 76,844 $ — $ — $ 76,844 Total cash equivalents $ 76,844 $ — $ — $ 76,844 December 31, 2022 Gross Gross Unrealized Unrealized Estimated Cost Gains Losses Fair Value Cash equivalents $ 256 $ — $ — $ 256 Marketable securities: U.S. Treasury securities due in one year or less 6,995 — (6) 6,989 Total marketable securities 6,995 — (6) 6,989 Total cash equivalents and marketable securities $ 7,251 $ — $ (6) $ 7,245 The Company had no material realized gains or losses on its available-for-sale securities for the years ended December 31, 2023 and 2022. There were no other-than-temporary impairments recognized for the years ended December 31, 2023 and 2022. The Company’s recurring fair value measurements using Level 3 inputs relate to the Company’s contingent consideration liability. In those circumstances where an acquisition involves a contingent consideration arrangement, the Company recognizes a liability equal to the fair value of the contingent payments the Company expects to make as of the acquisition date. The Company re-measures this liability each reporting period and records changes in the fair value through changes in fair value of contingent consideration on the Company’s consolidated statements of operations. Increases or decreases in the fair value of the contingent consideration liability can result from changes in discount rates, periods, timing and amount of projected revenue. The recurring Level 3 fair value measurements of the Company’s contingent consideration liability include the following significant unobservable inputs: Fair Value as of December 31, Valuation Unobservable Contingent Consideration Liability 2023 Technique Inputs Revenue-based Payments $ 5,765 Discounted Cash Flow Analysis under the Income Approach Revenue discount factor, discount rate |
Property and equipment, net
Property and equipment, net | 12 Months Ended |
Dec. 31, 2023 | |
Property and equipment, net | |
Property and equipment, net | (5) Property and equipment, net Property and equipment consists of the following: Estimated Useful December 31, December 31, Life (Years) 2023 2022 Furniture and fixtures 7 $ 474 $ 452 Computers, laptop and peripherals 5 5,173 4,762 Laboratory equipment 5 8,869 7,302 Leasehold improvements Shorter of the lease life or 7 5,876 3,983 Total property and equipment 20,392 16,499 Less: Accumulated depreciation (9,663) (6,325) Property and equipment, net $ 10,729 $ 10,174 Depreciation expense relating to property and equipment charged to operations was $2,894 and $2,372 for the years ended December 31, 2023 and 2022, respectively. Depreciation expense relating to property and equipment charged to cost of sales was $486 and $232 for the years ended December 31, 2023 and 2022, respectively. Demo inventory consists of the following: Estimated December 31, December 31, Life (Years) 2023 2022 Demo inventory – gross 3 $ 4,284 $ 4,453 Less: Accumulated depreciation (3,391) (2,369) Demo inventory, net $ 893 $ 2,084 Depreciation expense relating to demo equipment charged to operations was $1,286 and $1,223 for the years ended December 31, 2023 and 2022, respectively. |
Intangible assets
Intangible assets | 12 Months Ended |
Dec. 31, 2023 | |
Intangible assets and goodwill | |
Intangible assets | (6) Intangible assets Intangible assets as of December 31, 2023 are summarized as follows: Accumulated Useful Life Cost Amortization Net (in years) Customer relationships $ 11,800 $ (4,134) $ 7,666 15 Developed technology 8,300 (3,635) 4,665 12 Licenses 213 (183) 30 15 Trade names and trademarks 6,300 (3,378) 2,922 12 Capitalized software 3,377 (1,248) 2,129 5 Total intangible assets $ 29,990 $ (12,578) $ 17,412 Intangible assets as of December 31, 2022 are summarized as follows: Accumulated Useful Life Cost Amortization Net (in years) Customer relationships $ 11,800 $ (3,348) $ 8,452 15 Developed technology 8,300 (2,943) 5,357 12 Licenses 213 (36) 177 15 Trade names and trademarks 6,300 (2,550) 3,750 12 Capitalized software 2,631 (319) 2,312 5 Total intangible assets $ 29,244 $ (9,196) $ 20,048 Total amortization expense was $3,382 and $2,624 for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, the amortization expense related to identifiable intangible assets in future periods is expected to be as follows: 2024 $ 2,853 2025 2,853 2026 2,822 2027 1,956 2028 1,761 Thereafter 5,167 Total $ 17,412 |
Accrued expenses and other curr
Accrued expenses and other current liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Accrued expenses and other current liabilities | |
Accrued expenses and other current liabilities | (7) Accrued expenses and other current liabilities Accrued expenses and other current liabilities consist of the following: December 31, December 31, 2023 2022 Payroll and compensation $ 7,074 $ 8,288 Current portion of contingent consideration 1,911 1,709 Inventory purchases 609 488 Customer deposits 1,096 3,652 Other accrued expenses 2,743 2,382 Total accrued expenses and other current liabilities $ 13,433 $ 16,519 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure | |
Debt | (8) Debt Term Loan Agreements In October 2020, the Company entered into a debt financing arrangement with Midcap Financial Trust (the “Midcap Trust Term Loan”), for a $37,500 credit facility, consisting of a senior, secured term loan. The Company received $32,500 in aggregate proceeds as a result of the debt financing. The Midcap Trust Term Loan initially provided for an interest only term for 36 months followed by 24 months of straight-line amortization. Interest on the outstanding balance of the Midcap Trust Term Loan was originally to be payable monthly in arrears at an annual rate of one-month LIBOR plus 6.35%, subject to a LIBOR floor of 1.50%. Under the original terms of the loan, at the time of final payment, the Company would be required to pay Midcap Financial Trust a final payment fee of 5.00% of the amount borrowed under the Midcap Trust Term Loan. Additionally, the original terms of the Midcap Trust Term Loan provided that if the loan was prepaid prior to the end of the term, the Company would be required to pay to Midcap Financial Trust a fee as compensation for the costs of being prepared to make funds available in an amount determined by multiplying the amount being prepaid by (i) three percent (3.00%) in the first year, two percent, (2.00%) in the second year and one percent (1.00%) in the third year and thereafter. On March 21, 2022, the Company entered into Amendment No. 1 to the Midcap Trust Term Loan, which amended certain provisions to permit certain additional debt and capital leases. On June 1, 2022, the Company entered into Amendment No. 2 (“Amendment No. 2”) to the Midcap Trust Term Loan, which permitted the draw of a second tranche of $10,000, and a third tranche of $10,000, which were drawn on June 1, 2022, and September 30, 2022, respectively. The amendment also delayed the amortization start dates for the outstanding loan amounts from November 1, 2023 until April 1, 2025, at which point the Company would be required to repay the principal amounts in seven equal monthly installments until the maturity date. Finally, Amendment No. 2 amended the interest rate payable on the term loan to apply an interest rate equal to the Secured Overnight Financing Rate (“SOFR”) rate (with a floor of 1.61448%) plus 6.35%. Substantially all other terms and conditions, and covenants of the credit agreement remained unchanged. In connection with Amendment No. 2, the Company agreed to pay a $75 commitment fee as well as a 0.25% fee upon the funding of each of the second tranche and third tranche amounts. The Company accounted for Amendment No. 2 as a modification pursuant to ASC 470-50. On November 7, 2022, the Company entered into Amendment No. 3 (“Amendment No. 3”) to the Midcap Trust Term Loan, which permits the draw of two additional tranches, each totaling $11,250, which were drawn on November 7, 2022, and December 22, 2023, respectively. Amendment No. 3 also delays the amortization start dates for the outstanding loan amounts from April 1, 2025 until December 1, 2025 (subject to further extension upon certain conditions), at which point the Company will repay the principal amounts in equal monthly installments until the new maturity date of November 1, 2027, which was extended pursuant to Amendment No. 3. In addition, Amendment No. 3 amends the interest rate payable on the term loan to apply an interest rate equal to the SOFR rate (with a floor of 2.50%) plus 6.80%, and resets the call protection to begin as of November 7, 2025. Finally, Amendment No. 3 provides for a commitment fee of $74 that was paid on November 7, 2022 on the new tranche amounts and an exit fee of 4.75%. As part of Amendment No. 3, the Company paid $779 for the accrued amount of the final payment fee. Substantially all other terms and conditions, and covenants of the credit agreement remain unchanged. The Company accounted for Amendment No. 3 as a modification pursuant to ASC 470-50. The interest rate was 12.26% at December 31, 2023. A final payment fee of $3,563 is due upon the earlier to occur of the maturity date or prepayment of such borrowings. For the years ended December 31, 2023 and 2022, the Company recorded $610 and $487, respectively, related to the amortization of the final payment fee associated with the Midcap Trust Term Loan. Debt consists of the following: December 31, December 31, 2023 2022 Midcap Trust Term Loan $ 75,000 $ 63,750 Unamortized debt discount (448) (565) Accretion of final fee 702 92 Total long term debt, net $ 75,254 $ 63,277 As of December 31, 2023, future principal payments due under the Midcap Trust Term Loan, excluding the $3,563 final payment fee, are as follows: Midcap Trust Year ended: Term Loan December 31, 2024 $ — December 31, 2025 3,125 December 31, 2026 37,500 December 31, 2027 34,375 Total minimum principal payments $ 75,000 |
Stockholder's equity
Stockholder's equity | 12 Months Ended |
Dec. 31, 2023 | |
Stockholder's equity | |
Stockholder's equity | (9) Stockholder’s equity The Company’s Amended and Restated Certificate of Incorporation authorizes it to issue 500,000,000 shares of common stock, $0.00001 par value per share, and 10,000,000 shares of preferred stock, par value $0.00001 per share. Each share of Class A common stock is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the Board, subject to the prior rights of holders of all classes of stock outstanding. As of December 31, 2023 and 2022, a total of 49,117,738 and 38,288,188 shares of common stock were issued outstanding In September 2019, the Company entered into a Loan and Security Agreement with Innovatus Life Sciences Lending Fund I, LP (“Innovatus”), under which Innovatus agreed to make a term loan to the Company in an aggregate principal amount of $25,000 (the “Innovatus Term Loan”), which was repaid in October 2020. In connection with the Loan and Security Agreement, the Company also issued the lender a warrant to purchase 368,779 additional shares of Series D Preferred Stock, at a purchase price of $1.53 per share. The warrant was to have expired on September 27, 2029. The terms of the warrant provided that the holder may at any time and from time to time exercise the warrant, in whole or in part, and on any exercise of the warrant, the holder may elect to receive shares equal to the full value of the warrant or a portion of its full value. Prior to the IPO, since the underlying Series D redeemable convertible preferred stock was classified outside of permanent equity, the preferred stock warrant was classified as other long-term liabilities in the accompanying balance sheet. In connection with the IPO, the preferred stock warrant was converted to a warrant to purchase shares of the Company’s common stock, pursuant to its preexisting terms. As such, the Company assessed the classification of the common stock warrant and determined it met the criteria to be classified within stockholders’ equity. Accordingly, the fair value of the warrant liability was reclassified to stockholders’ equity. In the third quarter of 2022, Innovatus exercised its warrant to purchase the Company’s common stock. On November 7, 2022, the Company entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Piper Sandler & Co. (“Piper Sandler”) with respect to an at-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.00001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000 (the “Placement Shares”) through Piper Sandler as its sales agent. S ubject to the terms and conditions of the Equity Distribution Agreement, Piper Sandler may sell the shares by methods deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act, including sales made through The Nasdaq Global Select Market, on any other existing trading market for the Common Stock, to or through a market maker, or, if expressly authorized by the Company, in privately negotiated transactions. The Company will pay Piper Sandler a commission equal to 3.0% of the gross proceeds of any Common Stock sold through Piper Sandler under the Equity Distribution Agreement and has provided Piper Sandler with customary indemnification rights. As of December 31, 2023 and 2022, we have not sold any shares of common stock under the ATM program. Issuance costs incurred related to the Equity Distribution Agreement are classified as long-term assets on the balance sheet at December 31, 2023 and 2022. On June 7, 2023, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC and Piper Sandler & Co. (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell up to 10,005,000 shares of common stock (the “Shares”), which included 1,305,000 shares (the “Optional Shares”) subject to a 30-day option to purchase additional shares granted to the Underwriters (the “Offering”). The Shares were offered and sold in the Offering at the public offering price of $5.00 per share and were purchased by the Underwriters from the Company at a price of $4.70 per share, except for 3,509,718 shares purchased by entities affiliated with Telegraph Hill Partners, entities affiliated with PSC Capital Partners LLC and certain of our directors, executive officers and other insiders, all considered related parties, which were purchased by the Underwriters at the public offering price. On June 8, 2023, the Underwriters exercised their option to purchase the Optional Shares in full. The Company received approximately $47,817 in net proceeds from the Offering, after deducting the underwriting discounts and commissions and offering expenses payable by the Company. The Offering closed on June 12, 2023. |
Stock compensation plans
Stock compensation plans | 12 Months Ended |
Dec. 31, 2023 | |
Stock compensation plans | |
Stock compensation plans | (10) Stock compensation plans 2021 Equity Incentive Plan On March 24, 2021, the Board and on April 8, 2021, the Company’s stockholders approved and adopted the 2021 Equity Incentive Award Plan (the “2021 Plan”). The 2021 Plan became effective immediately prior to the closing of the IPO. Under the 2021 Plan, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock or cash-based awards to individuals who are then employees, officers, directors or consultants of the Company. A total of 1,727,953 shares of common stock were approved to be initially reserved for issuance under the 2021 Plan. The number of shares under the Company’s 2015 Equity Incentive Plan (the “2015 Plan”) subject to outstanding awards as of the effective date of the 2021 Plan that are subsequently canceled, forfeited or repurchased by the Company were added to the shares reserved under the 2021 Plan. In addition, the number of shares of common stock available for issuance under the 2021 Plan will be automatically increased on the first day of each calendar year during the term of the 2021 Plan, beginning with January 1, 2022 and ending with January 1, 2030, by an amount equal to 5% of the outstanding number of shares of the Company’s common stock on December 31st of the preceding calendar year or such lesser amount as determined by the Board. 2015 Equity Incentive Plan The 2015 Plan was established for granting stock incentive awards to directors, officers, employees and consultants to the Company. The 2015 Plan provided for the grant of incentive and non-qualified stock options, stock appreciation rights, restricted stock and restricted stock units as determined by the Board. Under the 2015 Plan, stock options were generally granted with exercise prices equal to or greater than the fair value of the common stock as determined by the Board, expired no later than 10 years from the date of grant, and vested over various periods not exceeding four years. While no shares are available for future issuance under the 2015 Plan, it continues to govern outstanding equity awards granted thereunder. Stock Options During the years ended December 31, 2023 and 2022, the Company granted options with an aggregate fair value of $7,447 and $9,978, respectively, which are being recorded as compensation expense over the requisite service period. The Company uses the Black-Scholes option pricing model to determine the fair value of stock options. The valuation model for stock compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation including the expected term (weighted-average period of time that the options granted are expected to be outstanding), volatility of the Company’s common stock and an assumed-risk-free interest rate. The following is a summary of option activity: Weighted-Average Remaining Number of Weighted-Average Contractual Term Aggregate Intrinsic Shares Exercise Price (in years) Value Outstanding at December 31, 2022 6,211,220 $ 8.71 7.80 $ 20,228 Granted 1,518,154 9.01 Exercised (694,626) 0.50 Canceled (1,229,275) 11.60 Outstanding at December 31, 2023 5,805,473 9.16 7.36 $ 6,588 Exercisable at December 31, 2023 3,280,340 $ 8.11 6.41 $ 6,365 The weighted-average grant date fair value of options granted in the years ended December 31, 2023 and 2022 was $4.91 and $5.39 per share, respectively, and was calculated using the Black-Scholes valuation model based on the following weighted-average assumptions: Year ended Year ended December 31, December 31, 2023 2022 Weighted-average risk-free interest rate 3.8 % 2.6 % Expected dividend yield 0 % 0 % Expected volatility 53.5 % 50.4 % Expected term 5.9 years 6.0 years The aggregate intrinsic value of options exercised was $4,330 and $7,617 for the years ended December 31, 2023 and 2022, respectively. Restricted Stock Units During the years ended December 31, 2023 and 2022, the Company granted RSUs with an aggregate fair value of $13,057 and $4,339, respectively, which are being recorded as compensation expense over the requisite service period. The fair value of each grant is calculated based on the Company’s stock price on the date of grant. The following is a summary of RSU activity: Weighted-Average Weighted-Average Remaining Number of Grant Date Fair Contractual Term Aggregate Intrinsic Shares Value Per Share (in years) Value Unvested RSUs at December 31, 2022 379,505 $ 10.99 1.91 $ 3,632 Granted 1,343,842 9.72 Vested (142,172) 9.07 Canceled (285,621) 11.70 Unvested RSUs at December 31, 2023 1,295,554 9.72 1.69 $ 6,322 The fair value of vested RSUs was $950 and $0 for the years ended December 31, 2023 and 2022, respectively. Stock-Based Compensation Stock-based compensation related to the Company’s stock-based awards was recorded as an expense and allocated as follows: Year ended December 31, 2023 2022 Cost of goods sold $ 350 $ 233 Selling, general and administrative 8,621 5,934 Research and development 1,466 1,263 Total stock-based compensation $ 10,437 $ 7,430 As of December 31, 2023 and 2022, there was $11,730 and $16,509, respectively, of total unrecognized compensation cost related to non-vested stock options. The Company expects to recognize that cost over a remaining weighted-average period of 2.2 and 2.7 years as of December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022 there was $10,129 and $3,551, respectively, of total unrecognized compensation cost related to non-vested RSUs. The Company expects to recognize that cost over a remaining weighted-average period of 3.0 and 3.4 years as of December 31, 2023 and 2022, respectively. |
Employee stock purchase plan
Employee stock purchase plan | 12 Months Ended |
Dec. 31, 2023 | |
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |
Employee stock purchase plan | (10) Stock compensation plans 2021 Equity Incentive Plan On March 24, 2021, the Board and on April 8, 2021, the Company’s stockholders approved and adopted the 2021 Equity Incentive Award Plan (the “2021 Plan”). The 2021 Plan became effective immediately prior to the closing of the IPO. Under the 2021 Plan, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock or cash-based awards to individuals who are then employees, officers, directors or consultants of the Company. A total of 1,727,953 shares of common stock were approved to be initially reserved for issuance under the 2021 Plan. The number of shares under the Company’s 2015 Equity Incentive Plan (the “2015 Plan”) subject to outstanding awards as of the effective date of the 2021 Plan that are subsequently canceled, forfeited or repurchased by the Company were added to the shares reserved under the 2021 Plan. In addition, the number of shares of common stock available for issuance under the 2021 Plan will be automatically increased on the first day of each calendar year during the term of the 2021 Plan, beginning with January 1, 2022 and ending with January 1, 2030, by an amount equal to 5% of the outstanding number of shares of the Company’s common stock on December 31st of the preceding calendar year or such lesser amount as determined by the Board. 2015 Equity Incentive Plan The 2015 Plan was established for granting stock incentive awards to directors, officers, employees and consultants to the Company. The 2015 Plan provided for the grant of incentive and non-qualified stock options, stock appreciation rights, restricted stock and restricted stock units as determined by the Board. Under the 2015 Plan, stock options were generally granted with exercise prices equal to or greater than the fair value of the common stock as determined by the Board, expired no later than 10 years from the date of grant, and vested over various periods not exceeding four years. While no shares are available for future issuance under the 2015 Plan, it continues to govern outstanding equity awards granted thereunder. Stock Options During the years ended December 31, 2023 and 2022, the Company granted options with an aggregate fair value of $7,447 and $9,978, respectively, which are being recorded as compensation expense over the requisite service period. The Company uses the Black-Scholes option pricing model to determine the fair value of stock options. The valuation model for stock compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation including the expected term (weighted-average period of time that the options granted are expected to be outstanding), volatility of the Company’s common stock and an assumed-risk-free interest rate. The following is a summary of option activity: Weighted-Average Remaining Number of Weighted-Average Contractual Term Aggregate Intrinsic Shares Exercise Price (in years) Value Outstanding at December 31, 2022 6,211,220 $ 8.71 7.80 $ 20,228 Granted 1,518,154 9.01 Exercised (694,626) 0.50 Canceled (1,229,275) 11.60 Outstanding at December 31, 2023 5,805,473 9.16 7.36 $ 6,588 Exercisable at December 31, 2023 3,280,340 $ 8.11 6.41 $ 6,365 The weighted-average grant date fair value of options granted in the years ended December 31, 2023 and 2022 was $4.91 and $5.39 per share, respectively, and was calculated using the Black-Scholes valuation model based on the following weighted-average assumptions: Year ended Year ended December 31, December 31, 2023 2022 Weighted-average risk-free interest rate 3.8 % 2.6 % Expected dividend yield 0 % 0 % Expected volatility 53.5 % 50.4 % Expected term 5.9 years 6.0 years The aggregate intrinsic value of options exercised was $4,330 and $7,617 for the years ended December 31, 2023 and 2022, respectively. Restricted Stock Units During the years ended December 31, 2023 and 2022, the Company granted RSUs with an aggregate fair value of $13,057 and $4,339, respectively, which are being recorded as compensation expense over the requisite service period. The fair value of each grant is calculated based on the Company’s stock price on the date of grant. The following is a summary of RSU activity: Weighted-Average Weighted-Average Remaining Number of Grant Date Fair Contractual Term Aggregate Intrinsic Shares Value Per Share (in years) Value Unvested RSUs at December 31, 2022 379,505 $ 10.99 1.91 $ 3,632 Granted 1,343,842 9.72 Vested (142,172) 9.07 Canceled (285,621) 11.70 Unvested RSUs at December 31, 2023 1,295,554 9.72 1.69 $ 6,322 The fair value of vested RSUs was $950 and $0 for the years ended December 31, 2023 and 2022, respectively. Stock-Based Compensation Stock-based compensation related to the Company’s stock-based awards was recorded as an expense and allocated as follows: Year ended December 31, 2023 2022 Cost of goods sold $ 350 $ 233 Selling, general and administrative 8,621 5,934 Research and development 1,466 1,263 Total stock-based compensation $ 10,437 $ 7,430 As of December 31, 2023 and 2022, there was $11,730 and $16,509, respectively, of total unrecognized compensation cost related to non-vested stock options. The Company expects to recognize that cost over a remaining weighted-average period of 2.2 and 2.7 years as of December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022 there was $10,129 and $3,551, respectively, of total unrecognized compensation cost related to non-vested RSUs. The Company expects to recognize that cost over a remaining weighted-average period of 3.0 and 3.4 years as of December 31, 2023 and 2022, respectively. |
ESPP | |
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |
Employee stock purchase plan | (11) Employee stock purchase plan On March 24, 2021, the Board and on April 8, 2021, the Company’s stockholders approved and adopted the 2021 Employee Stock Purchase Plan (the “ESPP”). The ESPP became effective in connection with the closing of the Company’s IPO. The ESPP permits participants to purchase common stock through payroll deductions of up to 15% of their eligible compensation. A total of 172,795 shares of common stock were approved to be initially reserved for issuance under the ESPP. In addition, the number of shares of common stock available for issuance under the ESPP will be automatically increased on the first day of each calendar year during the first ten-years of the term of the ESPP, beginning with January 1, 2022 and ending with January 1, 2030, by an amount equal to 0.5% of the outstanding number of shares of the Company’s common stock on December 31st of the preceding calendar year or such lesser amount as determined by the Board. No shares have been issued under the ESPP at December 31, 2023 and 2022, respectively. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income taxes | |
Income taxes | (12) Income taxes The components of net income (loss) before income taxes for the years ending December 31, 2023 and 2022 is as follows: December 31, December 31, 2023 2022 Domestic $ (63,520) $ (70,736) Foreign 237 218 Total $ (63,283) $ (70,518) The Company’s income tax provision for the years ending December 31, 2023 and 2022 is as follows: December 31, December 31, 2023 2022 Federal $ — $ — State 1 4 Foreign 90 84 Total current tax provision $ 91 $ 88 Federal (20) 30 State (30) 32 Foreign (1) (27) Total deferred tax (benefit) provision $ (51) $ 35 Total tax provision $ 40 $ 123 A reconciliation between income tax benefit and the expected tax benefit at the statutory rate for the years ended December 31, 2023 and 2022 is as follows: 2023 2022 Federal statutory rate 21.00 % 21.00 % State rate, net of federal benefit 1.54 3.54 Permanent differences (1.34) (0.62) Tax credits generated 2.50 3.86 Change in valuation allowance (21.31) (24.28) Uncertain tax positions (2.50) (3.86) Foreign rate differential (0.02) (0.02) Other items 0.07 0.21 Effective tax rate (0.06) % (0.17) % The significant components of the Company’s net deferred tax liability consist of the following at December 31, 2023 and 2022: December 31, December 31, Deferred tax assets (liabilities): 2023 2022 Deferred tax assets Net operating losses $ 31,442 $ 26,854 Capitalized R&D costs 7,985 5,122 Accruals & reserves 934 1,033 Intangibles 817 528 Interest 2,788 1,653 Stock compensation 2,272 1,522 Inventory 4,061 1,164 Lease liabilities 2,107 2,776 Depreciation 312 — Other 778 431 Gross deferred tax assets 53,496 41,083 Valuation Allowance (51,359) (37,873) Net deferred tax assets 2,137 3,210 Deferred tax liabilities Depreciation — (261) Goodwill (160) (329) Right of use asset (1,976) (2,670) Net deferred tax asset (liability) $ 1 $ (50) ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of available evidence, it is more likely than not that some portion or all the deferred tax assets will not be realized. Based upon the level of historical U.S. losses and future projections over the period in which the net deferred tax assets are deductible, at this time, management believes it is more likely than not that the Company will not realize the benefits of these deductible differences, and as a result the Company continues to maintain a valuation allowance for the full amount of the 2022 U.S. deferred tax assets. The increase in the 2023 valuation allowance is primarily attributable to the current year loss. As of December 31, 2023 and 2022, the consolidated net deferred tax asset (liability) includes a foreign net deferred tax asset of $39 and $37, respectively, which are recorded within other assets in the accompanying consolidated balance sheets. As of December 31, 2023 and 2022, for federal income tax purposes the Company had total net operating loss carryforwards of approximately $126,870 and $107,446, respectively. As of December 31, 2023, approximately $2,567 will begin to expire in 2036 and approximately $124,303 of the net operating losses will have an indefinite carryforward as a result of the Tax Cuts and Jobs Act. For state income tax purposes, as of December 31, 2023 and 2022 the Company had net operating loss carryforwards of approximately $74,939 and $67,173, respectively, which begin to expire in 2036. As of December 31, 2023 and 2022, the Company has available federal research development tax credit carryforwards of approximately $4,882 and $3,998, respectively. The federal research credits will begin to expire in 2036. As of December 31, 2023 and 2022, the Company has available state research development tax credit carryforwards of approximately $2,165 and $3,457, respectively. The state tax credit carryforwards consist of credits with both a limited carryforward period and unlimited carryforward period. Unused credits with a limited carryforward period will begin to expire in 2034. Under the provisions of the Internal Revenue Code, the net operating loss and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Net operating loss and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code, respectively, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has completed equity financings transactions which may have resulted in a change in control as defined by Sections 382 and 383 of the Internal Revenue Code, or could result in a change in control in the future. The Company does not believe the impact of any limitation on the use of its net operating loss or credit carryforwards will have a material impact on the Company’s consolidated financial statements since the Company has a full valuation allowance against its deferred tax assets due to the uncertainty regarding future taxable income for the foreseeable future. The Company has not yet conducted a study of its research and development credit carryforwards. Once conducted, this study may result in an adjustment to the research and development credit carryforwards claimed on the tax returns. Until such time a research credit study is completed, the Company will not record an asset for research credits claimed on the tax returns. If an adjustment is required at the time the study is completed, this adjustment would be recorded as an adjustment to the deferred tax asset for the research and development credit carryforward and the valuation allowance. A rollforward of the uncertain tax position that was primarily related to our research and development tax credits is as follows: Uncertain tax positions at December 31, 2021 $ 4,226 Increase in uncertain tax positions 3,228 Uncertain tax positions at December 31, 2022 7,454 Increase in uncertain tax positions 1,687 Uncertain tax positions at December 31, 2023 $ 9,141 Uncertain tax positions of $9,141 as of December 31, 2023 will impact our tax rate if realized. Interest and penalty charges, if any, related to uncertain tax positions would be classified as income tax expenses in the accompanying Consolidated statements of operations. At December 31, 2023 and 2022, the Company had no accrued interest or penalties related to uncertain tax positions. The Company files income tax returns in the U.S. federal tax jurisdiction and various state jurisdictions. Since the Company is in a loss carryforward position, the Company is generally subject to examination by the U.S. federal, state and local income tax authorities for all years in which a loss carryforward is available. The statute of limitations for assessment by federal and state tax jurisdictions in which the Company has business operations is open for tax years ending December 31, 2019 and after. The tax years subject to examination vary by jurisdiction. |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and contingencies | |
Commitments and contingencies | (13) Commitments and contingencies License Agreements In September 2018, in connection with the acquisition of the QPS division of PKI (subsequently known as Revvity), the Company entered into a License Agreement with PKI, pursuant to which PKI granted the Company an exclusive, nontransferable, sublicensable license under certain patent rights to make, use, import and commercialize QPS products and services. The Company is required to pay royalties on net sales of products and services that are covered by patent rights under the agreement at a rate ranging from 1.0% to 7.0%. As of the acquisition date, the Company accounted for the future potential royalty payments as contingent consideration. This contingent consideration is subject to remeasurement. The Company recorded approximately $1,911 and $1,709 of accrued royalties for actual net sales in 2023 and 2022, for the years ended December 31, 2023 and 2022, respectively. Such amounts are payable in the first quarter of 2024 and 2023, respectively. Changes in the fair value of the Company’s long-term portion of the contingent consideration liability during the years ended December 31, 2023 and 2022 were as follows: Balance as of December 31, 2021 $ 7,850 Reclassification of FY 2022 payment to accrued expenses (1,709) Change in contingent consideration value (102) Balance as of December 31, 2022 $ 6,039 Balance as of December 31, 2022 $ 6,039 Reclassification of FY 2023 payment to accrued expenses (1,910) Change in contingent consideration value 1,636 Balance as of December 31, 2023 $ 5,765 |
Net loss per share attributable
Net loss per share attributable to common stockholders | 12 Months Ended |
Dec. 31, 2023 | |
Net loss per share attributable to common stockholders | |
Net loss per share attributable to common stockholders | (14) Net loss per share attributable to common stockholders Potentially issuable shares of common stock include shares issuable upon the exercise of outstanding employee stock option awards. Awards granted with performance conditions are excluded from the shares used to compute diluted earnings per share until the performance conditions associated with the awards are met. The following table sets forth the computation of basic and diluted earnings per common share: Year ended December 31, 2023 2022 Net loss $ (63,323) $ (70,641) Weighted average common shares used in net loss per share attributable to common stockholders, basic and diluted 44,434,570 37,746,915 Basic and diluted net loss per common share outstanding $ (1.43) $ (1.87) The Company’s potential dilutive securities, which include stock options and unvested restricted stock units, have been excluded from the computation of diluted net loss per share attributable to common stockholders whenever the effect of including them would be to reduce the net loss per share. In periods where there is a net loss, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The following potential common shares, presented based on amounts outstanding at each period end, were excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: December 31, 2023 2022 Outstanding stock options 5,805,473 6,211,220 Unvested restricted stock units 1,295,554 379,505 Total 7,101,027 6,590,725 |
Segments
Segments | 12 Months Ended |
Dec. 31, 2023 | |
Segments | |
Segments | (15) Segments Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision-maker in deciding how to allocate resources and assess performance. The Company’s chief operating decision-maker, the Company’s chief executive officer, views the Company’s operations and manages its business as a single operating segment. Accordingly, the Company has a single The following table provides the Company’s revenues by geographical market based on the location where the services were provided or to which product was shipped: Year ended December 31, 2023 2022 North America $ 58,284 $ 42,046 APAC 16,553 15,058 EMEA 21,796 17,755 Total Revenue $ 96,633 $ 74,859 Year ended December 31, 2023 2022 North America 60 % 56 % APAC 17 % 20 % EMEA 23 % 24 % Total Revenue 100 % 100 % North America includes the United States and related territories, as well as Canada. APAC also includes Australia. For the year ended December 31, 2023, the Company had no countries outside of the United States with more than 10% of total revenue. For the year ended December 31, 2022, the Company had one country outside of the United States with 11% of total revenue. As of December 31, 2023 and 2022, substantially all of the Company’s long-lived assets are located in the United States. |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related party transactions | |
Related party transactions | (16) Related party transactions Argonaut Manufacturing Services Inc. (“AMS”) is a portfolio company of Telegraph Hill Partners, which holds greater than 5% of the Company’s total outstanding shares. During the years ended December 31, 2023 and 2022, the Company incurred costs of goods sold of approximately $7,581 and $5,684, respectively, related to sales of consumables manufactured by AMS. As of December 31, 2023 and 2022, $3,110 and $5,678, respectively, is included in inventories, net, related to consumables manufactured by AMS. As of December 31, 2023 and 2022, the Company had $2,618 and $1,271 in accounts payable, respectively, due to AMS. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Leases | (17) Leases On January 1, 2022, the Company adopted ASU No. 2016-02, Leases (Topic 842), (ASC 842), using the modified retrospective method. Adoption of the new standard resulted in the recording of $10,409 of operating lease right of use assets, $673 of financing lease right of use assets, $2,741 of short-term operating lease liabilities, $272 of short-term financing operating lease liabilities, $7,968 of long-term operating lease liabilities, and $197 of long-term financing lease liabilities. The difference between the operating lease liabilities and operating right of use assets is associated with existing deferred rent under ASC 840. The Company considers a lease to be a contract, or part of a contract, that conveys the right to control the use of identified property or equipment (an identified asset) for a period of time in exchange for consideration. The Company leases office, lab, and warehouse spaces as follows: In July 2019, the Company entered into a seven-year office lease agreement for office and laboratory space in Marlborough, MA. In connection with this agreement, the Company paid a security deposit totaling $450 in the form of a letter of credit. In June 2021, the Company entered into an amendment to reduce its letter of credit to $300. The Company’s letter of credit is recorded as restricted cash in the consolidated balance sheet. In July 2019, the Company signed a seven-year lease agreement for office and laboratory space in Menlo Park, CA. In connection with this agreement, the Company paid a security deposit totaling $181, which is recorded as a component of long-term assets in the consolidated balance sheet; the lease commencement date was May 2020. In July 2021, the Company signed a 70-month In August 2021, the Company signed a 30-month In March 2022, the Company signed a 96-month The Company holds various auto leases which have an initial term of 48 months. The Company holds financing leases for staining equipment, computer equipment, and furniture. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. For these lease agreements, the Company has elected the practical expedient to not separate non-lease and lease components Under Topic 842, lease payments include: fixed payments, including in-substance fixed payments, less any lease incentives paid or payable to the lessee; variable lease payments that depend on an index or a rate; exercise price of a purchase option reasonably certain to be exercised; penalties for terminating a lease; and amounts where it is probable that the Company will owe under a residual value guarantee. Refundable deposits are not considered to be a fixed payment. Variable lease costs that are not based on an index or a rate are recorded to expenses in the period incurred. Lease term is determined at lease commencement. The initial determination of a lease liability is calculated as the net present value of the lease payments not yet paid. Some leases include an option to renew, with renewal terms that can extend the lease term by five years. The exercise of lease renewal options is at the Company’s sole discretion. None of these options to renew are recognized as part of the Company’s right-to-use asset or lease liability as of December 31, 2023 and 2022, as renewal was determined to not be reasonably assured. The depreciable life of assets and leasehold improvements are limited by the expected lease term. The Company recognizes lease expense for operating leases on a straight-line basis over the lease term. The Company recognizes amortization expense for finance leases over the lease term based on the terms of the lease agreement. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. As most of the Company’s leases do not provide an implicit rate, the Company used its incremental borrowing rate based on the information available at the adoption or commencement date, in determining the present value of lease payments. The table below summarizes the Company’s lease costs for the years ended December 31, 2023 and 2022: Year Ended December 31, Lease Costs Classification 2023 2022 Finance lease cost: Amortization of right-of-use assets Cost of service and other revenue $ 337 $ 183 Amortization of right-of-use assets Depreciation and amortization 505 515 Interest on lease liabilities Interest expense, net 142 60 Operating lease cost: Selling, general and administrative Rent expense Cost of product revenue 113 — Rent expense Selling, general and administrative 3,144 3,163 Total lease cost $ 4,241 $ 3,921 As of December 31, 2023, future minimum commitments under ASC 842 under the Company’s operating leases were as follows: Maturity of operating lease liabilities As of December 31, 2023 2024 $ 2,777 2025 2,839 2026 2,636 2027 1,104 2028 436 Thereafter 562 Total lease payments $ 10,354 Less: discount to lease payments (1,435) Total operating lease liabilities $ 8,919 As of December 31, 2023, future minimum commitments under ASC 842 under the Company’s financing leases were as follows: Maturity of financing lease liabilities As of December 31, 2023 2024 $ 798 2025 444 2026 239 2027 239 2028 60 Thereafter — Total lease payments $ 1,780 Less: discount to lease payments (247) Total financing lease liabilities $ 1,533 The table below summarizes the weighted-average remaining lease term (in years), the weighted-average incremental borrowing rate (in percentages), as well as supplemental cash flow information related to leases for the years ended December 31, 2023 and 2022: Year Ended December 31, Lease Term, Discount Rates, and Other 2023 2022 Weighted average remaining lease term Operating leases 3.8 years 4.6 years Financing leases 2.9 years 2.3 years Weighted average incremental borrowing rate Operating leases 7.85 % 7.85 % Financing leases 9.58 % 6.73 % Cash payments of amounts included in lease liabilities Operating cash flows from operating leases $ 3,130 $ 3,009 Operating cash flows from finance leases 142 60 Financing cash flows from finance leases 664 621 |
Reduction in force
Reduction in force | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Reduction in force | (18) Reduction in force On June 7, 2023, the Company executed a reduction in force in connection with certain operating expense cost savings initiatives. In connection with the reduction in force, each of the Company’s Chief Medical Officer (“CMO”) and the Company’s Chief People Officer (“CPO”) were terminated, along with other non-executive employees. On June 27, 2023, the Company entered into a Separation Agreement and Release with its former CMO in connection with his termination of employment on June 7, 2023. Under such agreement, in consideration for his release of claims relating thereto, the former executive was entitled to the severance payments and benefits set forth in the Company’s Executive Severance Plan, dated March 23, 2022 (the “Executive Severance Plan”). On July 3, 2023, the Company entered into a Separation Agreement and Release with its former CPO, in connection with her termination of employment on June 7, 2023. Under such agreement, in consideration for her release of claims relating thereto and in lieu of any severance payments and benefits set forth in the Executive Severance Plan to which she may otherwise have been entitled, the former executive was entitled to (i) an award of 53,652 RSU’s under the Company’s 2021 Equity Incentive Plan, each representing a right to receive an issuance of one share of the Company’s common stock and (ii) payment by the Company of the applicable premiums for continuing health care coverage for the former executive and her eligible dependents for a period of nine months commencing July 2023. Such RSUs vested fully on the eighth day following the date of execution of her Separation Agreement and Release. During the year ended December 31, 2023, the Company recorded $2,056 for charges related to the reduction in force, of which $650 was related to the Company’s former CMO and the Company’s former CPO. As of December 31, 2023, $15 of such charges remain unpaid, and are recorded within accrued expenses. |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent events | (19) Subsequent events The Company has evaluated subsequent events from the consolidated balance sheet date through March 4, 2024, which is the date the consolidated financial statements were issued. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies | |
Principles of consolidation | Principles of consolidation The Company’s financial statements have been prepared in conformity with GAAP. Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Akoya Biosciences UK Ltd. (“Akoya UK”). All intercompany balances and transactions have been eliminated in consolidation. |
Foreign currency remeasurement | Foreign currency remeasurement Akoya UK’s subsidiary’s activities are recorded in British Pound Sterling and are remeasured using the United States Dollar as the functional currency. The balance sheet is remeasured into U.S. dollars at the exchange rate as of the balance sheet date. Revenues, expenses, and cash flows are remeasured at average rates during each reporting period. Net exchange gains and losses resulting from the remeasurement of the United Kingdom subsidiary balances are charged directly to operations and are included in other income (expense), net and were determined to be immaterial for the years ended December 31, 2023 and 2022. Foreign exchange transaction gains and losses are included in other income (expense), net in the accompanying consolidated statements of operations and were determined to be immaterial for the years ended December 31, 2023 and 2022. |
Use of estimates | Use of estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company utilizes certain estimates in the determination of the fair value of its stock options, the useful lives of property and equipment, revenue recognition, determining the fair value of intangible assets, marketable securities, accrued expenses, income tax accounting, the value of purchase consideration paid and identifiable assets acquired and assumed in acquisitions, contingent consideration, goodwill and intangible asset impairment review, and other contingencies. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results could differ from such estimates. |
Reclassifications | Reclassifications Certain amounts in the prior years’ consolidated financial statements have been reclassified to conform to the current year’s presentation. |
Segment information | Segment information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision-maker in deciding how to allocate resources and assess performance. The Company’s chief operating decision-maker, the Company’s chief executive officer, views the Company’s operations and manages its business as a single operating segment. |
Concentrations of credit risk | Concentrations of credit risk Cash and cash equivalents are financial instruments that potentially subject the Company to concentrations of credit risk. The Company maintains its cash deposits, which generally exceed federally insured limits, with large financial institutions and, accordingly, the Company believes their cash and cash equivalents are subject to minimal credit risk. |
Cash, cash equivalents, and restricted cash | Cash, cash equivalents, and restricted cash The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company records cash and cash equivalents as restricted when it is unable to freely use such cash and cash equivalents for general operating purposes. As of December 31, 2023 and 2022, restricted cash is recorded as long term and consists of a security deposit in a financial institution that is restricted from use as collateral for our letter of credit associated with our office and laboratory space in Marlborough, MA (Note 17), as well as cash restricted from use for the Company’s corporate credit card program. |
Accounts receivable | Accounts receivable The Company’s accounts receivable consists of amounts due from sales to commercial customers. The Company is exposed to credit losses primarily through sales of products and services. The Company’s expected loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions, and a review of the current status of customers’ trade accounts receivable. Due to the short-term nature of such receivables, the estimated accounts receivable that may not be collected is based on aging of the accounts receivable balances. The Company evaluates contract terms and conditions, country, and political risk, and may require prepayment to mitigate risk of loss. Specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default. The Company monitors changes to the receivables balance on a timely basis, and balances are written off as they are determined to be uncollectable after all collection efforts have been exhausted. The Company does not require collateral. As of December 31, 2023, the Company’s accounts receivable balance was $16,994 , net of $45 of allowance for credit losses. The following table provides a roll-forward of the allowance for credit losses for the year ended December 31, 2023 that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected. Balance at January 1, 2023 $ 45 Change in provision — Balance at December 31, 2023 $ 45 |
Inventory | Inventory Inventories are stated at the lower of cost or net realizable value. The Company determines the cost of its inventories, which includes amounts related to materials, direct labor and manufacturing overhead, using the average cost method. The Company performs an assessment of the recoverability of capitalized inventory during each reporting period and writes down any excess and obsolete inventories to their realizable value in the period in which the impairment is first identified. Shipping and handling costs incurred for inventory purchases are capitalized and recorded upon sale within the cost of goods sold in the consolidated statements of operations. |
Fair value measurements | Fair value measurements Certain assets and liabilities are reported on a recurring basis at fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820, Fair Value Measurements (“ASC 820”), establishes a hierarchy of inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. The hierarchy defines three levels of valuation inputs: Level 1 — Quoted unadjusted prices for identical instruments in active markets. Level 2 — Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all observable inputs and significant value drivers are observable in active markets. Level 3 — Model derived valuations in which one or more significant inputs or significant value drivers are unobservable, including assumptions developed by the Company. The fair value hierarchy prioritizes valuation inputs based on the observable nature of those inputs. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability (Note 4). For certain financial instruments, including accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued expenses, the carrying amounts approximate their fair values as of December 31, 2023 and 2022 because of their short-term nature. At December 31, 2023 and 2022, the carrying value of the Company’s debt approximated fair value. |
Property and equipment | Property and equipment Property and equipment are recorded at cost and depreciated over their estimated useful lives using the straight-line method. Repairs and maintenance costs are expensed as incurred, whereas major improvements are capitalized as additions to property and equipment. |
Demo inventory | Demo inventory Demo inventory is considered a hybrid between fixed asset and regular inventory as the Company occasionally sells the demo product to customers upon request. Potential customers and key opinion leaders use demo inventory in the field for a trial period and on occasion purchase the inventory within a few months of usage. Demo inventory that is not purchased by the potential customer or key opinion leader is returned to the Company. Demo inventory is recorded at cost and depreciated over their estimated useful lives using the straight-line method. Repairs and maintenance costs are expensed as incurred, whereas major improvements are capitalized as additions to demo inventory. Upon sale, Demo inventory, if and when sold, is recorded as product revenue and the remaining carrying value is booked through cost of goods sold. |
Business combinations - intangible assets and contingent consideration | Business combinations – intangible assets and contingent consideration The Company bases the fair value of identifiable intangible assets acquired in a business combination on detailed valuations that use information and assumptions provided by management, which consider management’s best estimates of inputs and assumptions that a market participant would use. The Company’s intangible assets are amortized on a straight-line basis over their estimated useful lives ranging from 5 to 15 years. For those arrangements which arise from a business combination that involve potential future contingent consideration, the Company records on the date of acquisition a liability equal to the fair value of the estimated additional consideration the Company may be obligated to make in the future. The Company re-measures this liability each reporting period and records changes in the fair value through changes in fair value of contingent consideration within the Company’s consolidated statements of operations. The Company records amounts currently due as it relates to contingent consideration within accrued expenses. Increases or decreases in the fair value of the contingent consideration liability can result from changes in discount rates, periods, timing and amount of projected revenue or timing or likelihood of achieving regulatory, revenue or commercialization-based milestones. The use of alternative valuation assumptions, including estimated revenue projections, growth rates, cash flows, discount rates, useful life or probability of achieving regulatory or revenue-based milestones could result in different purchase price allocations and recognized amortization expense and contingent consideration expense or benefit in current and future periods. |
Impairment of long-lived assets and goodwill | Impairment of long-lived assets and goodwill The Company evaluates its long-lived assets, including finite-lived intangibles, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Examples of such triggering events applicable to the Company’s assets include, but are not limited to, a significant decrease in the market price of a long-lived asset or asset group, a current-period operating or cash flow loss combined with a history of operating or cash flow losses, a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group, or adverse industry or economic trends. If any indicator of impairment exists, the Company would then assess the recoverability of the affected long-lived assets by determining whether the carrying value of the asset group can be recovered through undiscounted future operating cash flows. If impairment is indicated, the Company would estimate the asset group’s fair value using future discounted cash flows associated with the use of the asset group and adjust the carrying value of the asset group accordingly. Given the Company’s history of negative operating losses and negative operating cash flows, the Company performed a quantitative test of its long-lived assets. Upon completion of its quantitative assessment as of December 31, 2023, the Company has concluded its long-lived assets are not impaired. The Company tests goodwill for impairment annually and whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. Events or changes in circumstances that could affect the likelihood that the Company will be required to recognize an impairment charge include, but are not limited to, declines in the Company’s stock price or market capitalization, economic downturns and other macroeconomic events, declines in the Company’s market share or revenues, or significant litigation. The Company performs its annual impairment review of goodwill at November 1 (and if and when triggering events occur between annual impairment tests). Upon completion of its quantitative assessment as of November 1, 2023, the Company has concluded that goodwill is not impaired. |
Debt issuance costs | Debt issuance costs Debt issuance costs represent fees paid to or on behalf of the Company’s lenders to obtain debt financing. Debt issuance costs are recorded as a discount of the related debt. The costs are accreted over the term of the debt through interest expense using the straight line method which approximates the effective interest method. |
Revenue recognition | Revenue recognition The Company follows ASC 606, Revenue from Contracts with Customers The Company generates revenue from the sale and installation of instruments, related warranty services, reagents software (both company-owned and with third parties), and laboratory services. Pursuant to ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration the Company expects to be entitled to receive in exchange for these goods and services. To determine the appropriate amount of revenue to be recognized for arrangements determined to be within the scope of Topic 606, the Company performs the following five steps: (i) identification of the customer contract; (ii) identification of the performance obligations; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect consideration it is entitled to in exchange for the goods or services it transfers to the customer. The Company evaluates all promised goods and services within a customer contract and determines which of those are separate performance obligations. This evaluation includes an assessment of whether the good or service is capable of being distinct and whether the good or service is separable from other promises in the contract. Promised goods or services are considered distinct when (i) the customer can benefit from the good or service on its own or together with other readily available resources and (ii) the promised good or service is separately identifiable from other promises in the contract. Most of the Company’s contracts with customers contain multiple performance obligations (i.e., sale of an instrument and warranty services). For these contracts, the Company accounts for individual performance obligations separately if they are distinct (i.e. capable of being distinct and separable from other promises in the contract). The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. Excluded from the transaction price are sales tax and other similar taxes which are presented on a net basis. In order to determine the stand-alone selling price, the Company conducts a periodic analysis to determine whether various goods or services have an observable stand-alone selling price as well as to identify significant changes to current stand-alone selling prices. If the Company does not have an observable stand-alone selling price for a particular good or service, then the stand-alone selling price for that particular good or service is estimated using an approach that maximizes the use of observable inputs. The Company’s process for determining stand-alone selling price requires judgment and considers multiple factors that are reasonably available and maximizes the use of observable inputs that may vary over time depending upon the unique facts and circumstances related to each performance obligation. The Company believes that this method results in an estimate that represents the price the Company would charge for the product offerings if they were sold separately. Taxes, such as sales, value-added and other taxes, collected from customers concurrent with revenue generating activities and remitted to governmental authorities are not included in revenue. Shipping and handling costs associated with outbound freight are accounted for as a fulfillment cost and are included in cost of sales. Product Revenue Product revenue is generated by the sale of instruments and consumable reagents predominantly through the Company’s direct sales force in the United States and in geographic regions outside the United States. The Company generally does not offer product return or exchange rights (other than those relating to defective goods under warranty) or price protection allowances to its customers. When an instrument is purchased by a customer, the Company recognizes revenue when the related performance obligation is satisfied (i.e. when the control of an instrument has passed to the customer). Revenue from the sale of consumables is recognized upon shipment to the customer. The Company’s perpetual software licenses generally have significant stand-alone functionality to the customer upon delivery and are considered to be functional intellectual property. The Company’s perpetual software licenses are considered distinct performance obligations, and revenue allocated to the software license is typically recognized upon provision of the license/software code to the customer (i.e., when the software is available for access and download by the customer). Service and Other Revenue Product sales of instruments include a service-based warranty typically for one year following the installation of the purchased instrument, with an extended warranty for an additional year sold in many cases. These are separate performance obligations as they are service-based warranties and are recognized on a straight-line basis over the service delivery period. After completion of the service period, customers have an option to renew or extend the warranty services, typically for additional one-year performance obligation. For companion diagnostic development, the Company generally uses the cost-to-cost approach to measure the extent of progress towards completion of the performance obligation because the Company believes it best depicts the transfer of assets to the customer. Under the output method, the extent of progress towards completion is measured based on the value of the services transferred to date relative to the remaining services promised under the contract. Under the cost-to-cost measure approach, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. Revenues are recorded proportionally as costs are incurred. The Company records shipping and handling billed to customers as service and other revenue and the related costs in cost of service and other revenue in the consolidated statements of operations. In June 2022, the Company entered into a Companion Diagnostic Agreement with Acrivon Therapeutics, Inc. (the “Acrivon Agreement”) to co-develop, validate, and commercialize Acrivon’s OncoSignature ® The Acrivon Agreement is in the scope of ASC 606, Revenue from Contracts with Customers. The costs incurred by the Company under this arrangement are included as research and development expenses in the Company’s Consolidated Statements of Operations as these costs are related to the development of new services and technology to be owned and offered by the Company. Disaggregation of Revenue The Company disaggregates revenue from contracts with customers by type of products, and between instrument warranty and service and other revenue, as it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The following table disaggregates the Company’s revenue by major source: Year ended December 31, 2023 December 31, 2022 Revenue Product revenue Instruments $ 42,095 $ 38,635 Consumables 24,134 18,379 Standalone software products 1,181 636 Total product revenue $ 67,410 $ 57,650 Service and other revenue Service and other revenue $ 18,929 $ 9,159 Instrument warranty 10,294 8,050 Total service and other revenue $ 29,223 $ 17,209 Total revenue $ 96,633 $ 74,859 Significant Judgments The Company’s contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together requires significant judgment. Once the Company determines the performance obligations, the Company determines the transaction price, which includes estimating the amount of variable consideration, based on the most likely amount, to be included in the transaction price, if any. The Company then allocates the transaction price to each performance obligation in the contract based on a relative standalone selling price method. The corresponding revenue is recognized as the related performance obligations are satisfied as discussed in the revenue categories above. Judgment is required to determine the standalone selling price for each distinct performance obligation. The Company determines standalone selling price based on the price at which the performance obligation in the contract (i.e. instrument, service warranty, installation) would be sold separately. As the first-year warranty for each instrument is embedded in the instrument price, the amount allocated to the first-year warranty has been determined based on the separately identifiable price of the Company’s extended warranty offering when it is sold on a renewal basis. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and the expected costs and margin related to the performance obligations. Contracts in which only one performance obligation is identified (i.e., consumables and standalone software products) do not require allocation of the transaction price. Contract Assets and Liabilities The Company’s contract assets consistent of revenues recognized, but not yet invoiced to customers for lab services, companion diagnostic development, and instruments. The Company classifies contract assets in accounts receivable. Contract assets are classified as current or noncurrent based on timing of when the Company expects to invoice the customer. The Company recorded $1,276 in contract assets at December 31, 2023. The Company did not record any contract assets at December 31, 2022. The Company’s contract liabilities consist of upfront payments for service-based warranties on instrument sales, as well as lab services. The Company classifies contract liabilities associated with service-based warranties in deferred revenue, and contract liabilities associated with lab services in accrued expenses. Contract liabilities are classified as current or noncurrent based on the timing of when the Company expects to service the warranty, or complete the lab services contract. Cost to Obtain and Fulfill a Contract Under ASC 606, the Company is required to capitalize certain costs to obtain customer contracts and costs to fulfill customer contracts. These costs are required to be amortized to expense on a systemic basis that is consistent with the transfer to the customer of the goods or services to which the asset relates, compared to previously being expensed as incurred. As a practical expedient, the Company recognizes any incremental costs to obtain a contract as an expense when incurred if the amortization period of the asset is one year or less. Capitalizable costs to obtain contracts, such as commissions, and costs to fulfill customer contracts were determined to be immaterial for the years ended December 31, 2023 and 2022. |
Cost of goods sold | Cost of goods sold Cost of product revenue includes the cost of materials, direct labor, and manufacturing overhead costs used in the manufacture of products sold to customers. Cost of service and other revenue consists of personnel, facility costs associated with operating our laboratory testing on behalf of the customers, costs related to instrument maintenance, servicing equipment, training customers at customer sites, freight, other direct costs, and overhead. |
Research and development costs | Research and development costs Costs incurred in the research and development of the Company’s potential products are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including activities associated with performing services under research revenue arrangements, costs associated with the manufacture of developing products and include salaries and benefits, stock compensation, research related facility and overhead costs, laboratory supplies, equipment and contract services. |
Capitalized software development costs | Capitalized software development costs Since the Company sells standalone licensed software products to its customers, the Company applies guidance related to accounting for the costs of such software to be sold, leased or otherwise marketed in accordance with ASC 985-20, Costs of Software to be Sold, Leased, or Marketed, or ASC 985-20. Such guidance requires capitalization of certain software development costs subsequent to the establishment of technological feasibility. Costs eligible for capitalization under ASC 985-20 during the years ended December 31, 2023 and 2022 were $746 and $1,372, respectively, and were recorded as an intangible asset on our December 31, 2023 and 2022 consolidated balance sheets. We account for costs to develop or obtain internal-use software in accordance with ASC 350-40, Internal-Use Software, or ASC 350-40. We also account for costs of significant upgrades and enhancements resulting in additional functionality under ASC 350-40. Costs incurred for maintenance, training, and minor modifications or enhancements are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. Development costs related to internal-use software were immaterial during the years ended December 31, 2023 and 2022. |
Advertising expenses | Advertising expenses The cost of advertising, marketing and media is expensed as incurred. For the years ended December 31, 2023 and 2022, advertising costs totaled $2,334 and $4,638, respectively. |
Deferred offering costs | Deferred offering costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation these costs are recorded in stockholders’ equity ratably as a reduction of additional paid in capital generated as a result of the offering. Should the in-process equity financing be abandoned, the deferred offering costs will be expensed as a charge to operating expenses. As of December 31, 2023 and 2022, $331 and $326 , respectively, of deferred offering costs were included in other assets in the accompanying consolidated balance sheets. |
Stock-based compensation | Stock-based compensation The Company records stock-based compensation for awards granted to employees, non-employees, and to members of the Board for their services on the Board based on the grant date fair value of awards issued, and the expense is recorded on a straight-line basis over the requisite service period, which is generally four years. The Company uses the Black-Scholes-Merton option pricing model to determine the fair value of stock options. The use of the Black-Scholes-Merton option-pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. The expected term was determined according to the simplified method, which is the average of the vesting tranche dates and the contractual term. Due to the lack of company-specific historical and implied volatility, the Company bases its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. For these analyses, companies with comparable characteristics are selected, including enterprise value and position within the industry, and with historical price information sufficient to meet the expected life of the stock-based awards. The Company computes the historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of its stock-based awards. The Company will continue to apply this process until a sufficient amount of historical information regarding volatility of its own stock price becomes available. The risk-free interest rate is determined by reference to the U.S. Treasury zero-coupon issues with remaining maturities similar to the expected term of the options. The Company has not paid, and does not anticipate paying, cash dividends on shares of common stock; therefore, the expected dividend yield is assumed to be zero. For restricted stock units (“RSUs”) issued under the Company’s stock-based compensation plans, the fair value of each grant is calculated based on the Company’s stock price on the date of grant. The Company has elected to account for forfeitures as they occur; any compensation cost previously recognized for an award that is forfeited because of a failure to satisfy a service or performance condition will be reversed in the period of the forfeiture. Refer to Note 10 for further details on the Company’s stock-based compensation plans. |
Income taxes | Income taxes The Company provides for income taxes using the liability method. The Company provides deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the Company’s financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates expected to be in effect in the years in which the differences are expected to reverse. Deferred tax assets and liabilities are recorded net as long term. A valuation allowance is provided to reduce the deferred tax assets to the amount that will more likely than not be realized. The Company applies ASC 740 Income Taxes (“ASC 740”) in accounting for uncertainty in income taxes. The Company has identified an uncertain tax position, however this uncertain tax position has not created a liability for the years ending December 31, 2023 and 2022 as the reserve has been applied against the asset. The Company will recognize interest and penalties related to uncertain tax positions, if any, in income tax expense. |
Commitments and contingencies | Commitments and contingencies Indemnification obligations The Company has entered into indemnification agreements with its officers and directors that require the Company to indemnify such individuals for certain events or occurrences while each such officer or director is, or was, serving at the Company’s request in such capacity. The maximum potential amount of future payments the Company could be required to make is, in many cases, unlimited. The Company has directors’ and officers’ liability insurance coverage that limits its exposure and enables the Company to recover a portion of any future amounts paid. The Company leases office and laboratory space under operating leases. The Company has standard indemnification arrangements under the leases that require it to indemnify the landlords against all costs, expenses, fines, suits, claims, demands, liabilities, and actions directly resulting from any breach, violation or nonperformance of any covenant or condition of the Company’s leases. In the ordinary course of business, the Company enters into agreements with certain customers, suppliers and business partners where the Company has certain indemnification obligations limited to the costs, expenses, fines, suits, claims, demands, liabilities and actions directly resulting from the Company’s gross negligence or willful misconduct, and in certain instances, infringement by the Company of third-party intellectual property and/or breaches, violations or nonperformance by the Company of covenants or conditions under the agreements. As of December 31, 2023 and 2022, the Company had not experienced any material losses related to these indemnification obligations, and no material claims with respect thereto were outstanding. The Company does not expect significant claims related to these indemnification obligations and, consequently, concluded that the fair value of these obligations is negligible, and no related reserves were established. The Company is subject to the possibility of loss contingencies arising in the ordinary course of business. Management considers the likelihood of loss related to an asset, or the incurrence of a liability, as well as its ability to reasonably estimate the amount of the loss, in determining loss contingencies. An estimated loss contingency is accrued when it is probable that an asset has been impaired, or a liability has been incurred and the amount of loss can be reasonably estimated. The Company regularly evaluates current information available to determine whether such accruals should be adjusted and whether new accruals are required. Refer to Note 13 for the details of the Company’s contingencies. Legal proceedings From time to time, the Company may become involved in litigation relating to claims arising from the ordinary course of business. Management believes that there are no claims or actions pending against the Company currently, the ultimate disposition of which would have a material adverse effect on the Company’s consolidated results of operation, financial condition or cash flows. |
Net loss per share attributable to common stockholders | Net loss per share attributable to common stockholders Basic and diluted net loss per common share outstanding is determined by dividing net loss by the weighted average common shares outstanding during the period. For purposes of the diluted net loss per share calculations, stock options, and unvested restricted stock units, are considered to be potentially dilutive securities, but are excluded from the diluted net loss per share because their effect would be anti-dilutive and therefore basic and diluted net loss per share were the same for all periods presented. |
Comprehensive income (loss) | Comprehensive income (loss) Components of comprehensive income (loss), including net loss, are reported in the financial statements in the period in which they are recognized. Other comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Net loss and other comprehensive income (loss) are reported net of any related tax effect to arrive at comprehensive income (loss). Comprehensive income (loss) includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders which for the years ended December 31, 2023 and 2022 consist of unrealized gain (loss) on marketable securities. |
Marketable securities | Marketable securities Marketable securities represent holdings of available-for-sale marketable debt securities in accordance with the Company’s investment policy. Short-term marketable securities mature within one year from the balance sheet date while long-term marketable securities mature after one year. Investments in marketable securities are recorded at fair value, with any unrealized gains and losses reported within accumulated other comprehensive income as a separate component of stockholders’ equity until realized or until a determination is made that an other-than-temporary decline in market value has occurred. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion are reflected as a component of other expense. Interest on securities sold is determined based on the specific identification method and reflected as interest income. Any realized gains or losses on the sale of investment are reflected as realized (loss) gain on investments. |
Recent Accounting Standards | Recent Accounting Standards From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. The Company is considered to be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (Jobs Act). The Jobs Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to avail itself of this extended transition period and, as a result, the Company will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies. Recently adopted accounting standards In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326) — Measurement of Credit Losses on Financial Instruments In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Instead of determining a hypothetical purchase price allocation to measure goodwill impairment, the Company will compare the fair value of a reporting unit with its carrying amount. The update also includes a new requirement to disclose the amount of goodwill allocated to reporting units with zero or negative carrying amounts. The Company adopted ASU 2017-04 on January 1, 2023. The adoption of ASU 2017-04 did not have a material impact on the Company’s consolidated financial statements and related disclosures. |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies | |
Roll-forward of allowance for credit losses | Balance at January 1, 2023 $ 45 Change in provision — Balance at December 31, 2023 $ 45 |
Schedule of disaggregation of revenue | Year ended December 31, 2023 December 31, 2022 Revenue Product revenue Instruments $ 42,095 $ 38,635 Consumables 24,134 18,379 Standalone software products 1,181 636 Total product revenue $ 67,410 $ 57,650 Service and other revenue Service and other revenue $ 18,929 $ 9,159 Instrument warranty 10,294 8,050 Total service and other revenue $ 29,223 $ 17,209 Total revenue $ 96,633 $ 74,859 |
Fair value of financial instr_2
Fair value of financial instruments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Schedule of financial assets and liabilities at fair value on a recurring basis | The following tables set forth the Company’s financial assets and liabilities carried at fair value categorized using the lowest level of input applicable to each financial instrument as of December 31, 2023 and 2022: Quoted Prices in Active Significant Markets for Other Significant Balance at Identical Observable Unobservable December 31, Assets Inputs Inputs 2023 (Level 1) (Level 2) (Level 3) Assets: Cash equivalents $ 76,844 $ 76,844 $ — $ — Total Assets $ 76,844 $ 76,844 $ — $ — Liabilities: Contingent consideration – Short term portion $ 1,911 $ — $ — $ 1,911 Contingent consideration – Long term portion 5,765 — — 5,765 Total Liabilities $ 7,676 $ — $ — $ 7,676 Quoted Prices in Active Significant Markets for Other Significant Balance at Identical Observable Unobservable December 31, Assets Inputs Inputs 2022 (Level 1) (Level 2) (Level 3) Assets: Cash equivalents $ 256 $ 256 $ — $ — U.S. Treasury securities 6,989 — 6,989 — Total Assets $ 7,245 $ 256 $ 6,989 $ — Liabilities: Contingent consideration – Short term portion $ 1,709 $ — $ — $ 1,709 Contingent consideration – Long term portion 6,039 — — 6,039 Total Liabilities $ 7,748 $ — $ — $ 7,748 |
Summary of cash, cash equivalents, and marketable securities | December 31, 2023 Gross Gross Unrealized Unrealized Estimated Cost Gains Losses Fair Value Cash equivalents $ 76,844 $ — $ — $ 76,844 Total cash equivalents $ 76,844 $ — $ — $ 76,844 December 31, 2022 Gross Gross Unrealized Unrealized Estimated Cost Gains Losses Fair Value Cash equivalents $ 256 $ — $ — $ 256 Marketable securities: U.S. Treasury securities due in one year or less 6,995 — (6) 6,989 Total marketable securities 6,995 — (6) 6,989 Total cash equivalents and marketable securities $ 7,251 $ — $ (6) $ 7,245 |
Contingent consideration - Long term portion | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Schedule of significant unobservable inputs for fair value measurements | Fair Value as of December 31, Valuation Unobservable Contingent Consideration Liability 2023 Technique Inputs Revenue-based Payments $ 5,765 Discounted Cash Flow Analysis under the Income Approach Revenue discount factor, discount rate |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property and equipment, net | |
Schedule of property and equipment | Estimated Useful December 31, December 31, Life (Years) 2023 2022 Furniture and fixtures 7 $ 474 $ 452 Computers, laptop and peripherals 5 5,173 4,762 Laboratory equipment 5 8,869 7,302 Leasehold improvements Shorter of the lease life or 7 5,876 3,983 Total property and equipment 20,392 16,499 Less: Accumulated depreciation (9,663) (6,325) Property and equipment, net $ 10,729 $ 10,174 |
Schedule of Demo inventory | Estimated December 31, December 31, Life (Years) 2023 2022 Demo inventory – gross 3 $ 4,284 $ 4,453 Less: Accumulated depreciation (3,391) (2,369) Demo inventory, net $ 893 $ 2,084 |
Intangible assets (Tables)
Intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Intangible assets and goodwill | |
Schedule of Intangible assets | Intangible assets as of December 31, 2023 are summarized as follows: Accumulated Useful Life Cost Amortization Net (in years) Customer relationships $ 11,800 $ (4,134) $ 7,666 15 Developed technology 8,300 (3,635) 4,665 12 Licenses 213 (183) 30 15 Trade names and trademarks 6,300 (3,378) 2,922 12 Capitalized software 3,377 (1,248) 2,129 5 Total intangible assets $ 29,990 $ (12,578) $ 17,412 Intangible assets as of December 31, 2022 are summarized as follows: Accumulated Useful Life Cost Amortization Net (in years) Customer relationships $ 11,800 $ (3,348) $ 8,452 15 Developed technology 8,300 (2,943) 5,357 12 Licenses 213 (36) 177 15 Trade names and trademarks 6,300 (2,550) 3,750 12 Capitalized software 2,631 (319) 2,312 5 Total intangible assets $ 29,244 $ (9,196) $ 20,048 |
Schedule of amortization expense related to identifiable intangible assets in future periods | 2024 $ 2,853 2025 2,853 2026 2,822 2027 1,956 2028 1,761 Thereafter 5,167 Total $ 17,412 |
Accrued expense and other curre
Accrued expense and other current liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accrued expenses and other current liabilities | |
Schedule of accrued expenses and other liabilities | December 31, December 31, 2023 2022 Payroll and compensation $ 7,074 $ 8,288 Current portion of contingent consideration 1,911 1,709 Inventory purchases 609 488 Customer deposits 1,096 3,652 Other accrued expenses 2,743 2,382 Total accrued expenses and other current liabilities $ 13,433 $ 16,519 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure | |
Schedule of Components of debt | December 31, December 31, 2023 2022 Midcap Trust Term Loan $ 75,000 $ 63,750 Unamortized debt discount (448) (565) Accretion of final fee 702 92 Total long term debt, net $ 75,254 $ 63,277 |
Schedule of Debt maturities | Midcap Trust Year ended: Term Loan December 31, 2024 $ — December 31, 2025 3,125 December 31, 2026 37,500 December 31, 2027 34,375 Total minimum principal payments $ 75,000 |
Stock compensation plans (Table
Stock compensation plans (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stock compensation plans | |
Summary of option activity | The following is a summary of option activity: Weighted-Average Remaining Number of Weighted-Average Contractual Term Aggregate Intrinsic Shares Exercise Price (in years) Value Outstanding at December 31, 2022 6,211,220 $ 8.71 7.80 $ 20,228 Granted 1,518,154 9.01 Exercised (694,626) 0.50 Canceled (1,229,275) 11.60 Outstanding at December 31, 2023 5,805,473 9.16 7.36 $ 6,588 Exercisable at December 31, 2023 3,280,340 $ 8.11 6.41 $ 6,365 |
Schedule of weighted-average assumptions used to estimate the fair value | Year ended Year ended December 31, December 31, 2023 2022 Weighted-average risk-free interest rate 3.8 % 2.6 % Expected dividend yield 0 % 0 % Expected volatility 53.5 % 50.4 % Expected term 5.9 years 6.0 years |
Summary of RSU activity | Weighted-Average Weighted-Average Remaining Number of Grant Date Fair Contractual Term Aggregate Intrinsic Shares Value Per Share (in years) Value Unvested RSUs at December 31, 2022 379,505 $ 10.99 1.91 $ 3,632 Granted 1,343,842 9.72 Vested (142,172) 9.07 Canceled (285,621) 11.70 Unvested RSUs at December 31, 2023 1,295,554 9.72 1.69 $ 6,322 |
Schedule of Stock-based compensation expense allocated | Year ended December 31, 2023 2022 Cost of goods sold $ 350 $ 233 Selling, general and administrative 8,621 5,934 Research and development 1,466 1,263 Total stock-based compensation $ 10,437 $ 7,430 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income taxes | |
Schedule of components of net income (loss) before income taxes | The components of net income (loss) before income taxes for the years ending December 31, 2023 and 2022 is as follows: December 31, December 31, 2023 2022 Domestic $ (63,520) $ (70,736) Foreign 237 218 Total $ (63,283) $ (70,518) |
Schedule of income tax provision | The Company’s income tax provision for the years ending December 31, 2023 and 2022 is as follows: December 31, December 31, 2023 2022 Federal $ — $ — State 1 4 Foreign 90 84 Total current tax provision $ 91 $ 88 Federal (20) 30 State (30) 32 Foreign (1) (27) Total deferred tax (benefit) provision $ (51) $ 35 Total tax provision $ 40 $ 123 |
Reconciliation between income tax benefit and expected tax benefit at the statutory rate | A reconciliation between income tax benefit and the expected tax benefit at the statutory rate for the years ended December 31, 2023 and 2022 is as follows: 2023 2022 Federal statutory rate 21.00 % 21.00 % State rate, net of federal benefit 1.54 3.54 Permanent differences (1.34) (0.62) Tax credits generated 2.50 3.86 Change in valuation allowance (21.31) (24.28) Uncertain tax positions (2.50) (3.86) Foreign rate differential (0.02) (0.02) Other items 0.07 0.21 Effective tax rate (0.06) % (0.17) % |
Schedule of significant components of net deferred tax liability | The significant components of the Company’s net deferred tax liability consist of the following at December 31, 2023 and 2022: December 31, December 31, Deferred tax assets (liabilities): 2023 2022 Deferred tax assets Net operating losses $ 31,442 $ 26,854 Capitalized R&D costs 7,985 5,122 Accruals & reserves 934 1,033 Intangibles 817 528 Interest 2,788 1,653 Stock compensation 2,272 1,522 Inventory 4,061 1,164 Lease liabilities 2,107 2,776 Depreciation 312 — Other 778 431 Gross deferred tax assets 53,496 41,083 Valuation Allowance (51,359) (37,873) Net deferred tax assets 2,137 3,210 Deferred tax liabilities Depreciation — (261) Goodwill (160) (329) Right of use asset (1,976) (2,670) Net deferred tax asset (liability) $ 1 $ (50) |
Rollforward of uncertain tax position primarily related to research and development tax credits | A rollforward of the uncertain tax position that was primarily related to our research and development tax credits is as follows: Uncertain tax positions at December 31, 2021 $ 4,226 Increase in uncertain tax positions 3,228 Uncertain tax positions at December 31, 2022 7,454 Increase in uncertain tax positions 1,687 Uncertain tax positions at December 31, 2023 $ 9,141 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Contingent consideration - Long term portion | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Schedule of changes in the fair value of the liability | Balance as of December 31, 2021 $ 7,850 Reclassification of FY 2022 payment to accrued expenses (1,709) Change in contingent consideration value (102) Balance as of December 31, 2022 $ 6,039 Balance as of December 31, 2022 $ 6,039 Reclassification of FY 2023 payment to accrued expenses (1,910) Change in contingent consideration value 1,636 Balance as of December 31, 2023 $ 5,765 |
Net loss per share attributab_2
Net loss per share attributable to common stockholders (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Net loss per share attributable to common stockholders | |
Schedule of Computation of basic and diluted earnings per common share | Year ended December 31, 2023 2022 Net loss $ (63,323) $ (70,641) Weighted average common shares used in net loss per share attributable to common stockholders, basic and diluted 44,434,570 37,746,915 Basic and diluted net loss per common share outstanding $ (1.43) $ (1.87) |
Schedule of Antidilutive shares excluded from computation | December 31, 2023 2022 Outstanding stock options 5,805,473 6,211,220 Unvested restricted stock units 1,295,554 379,505 Total 7,101,027 6,590,725 |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segments | |
Schedule of revenues by geographical market | The following table provides the Company’s revenues by geographical market based on the location where the services were provided or to which product was shipped: Year ended December 31, 2023 2022 North America $ 58,284 $ 42,046 APAC 16,553 15,058 EMEA 21,796 17,755 Total Revenue $ 96,633 $ 74,859 Year ended December 31, 2023 2022 North America 60 % 56 % APAC 17 % 20 % EMEA 23 % 24 % Total Revenue 100 % 100 % |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Summary of lease costs | Year Ended December 31, Lease Costs Classification 2023 2022 Finance lease cost: Amortization of right-of-use assets Cost of service and other revenue $ 337 $ 183 Amortization of right-of-use assets Depreciation and amortization 505 515 Interest on lease liabilities Interest expense, net 142 60 Operating lease cost: Selling, general and administrative Rent expense Cost of product revenue 113 — Rent expense Selling, general and administrative 3,144 3,163 Total lease cost $ 4,241 $ 3,921 |
Schedule of future minimum commitments under ASC 842 of operating leases | Maturity of operating lease liabilities As of December 31, 2023 2024 $ 2,777 2025 2,839 2026 2,636 2027 1,104 2028 436 Thereafter 562 Total lease payments $ 10,354 Less: discount to lease payments (1,435) Total operating lease liabilities $ 8,919 |
Schedule of future minimum commitments under ASC 842 of financing leases | Maturity of financing lease liabilities As of December 31, 2023 2024 $ 798 2025 444 2026 239 2027 239 2028 60 Thereafter — Total lease payments $ 1,780 Less: discount to lease payments (247) Total financing lease liabilities $ 1,533 |
Schedule of supplemental lease information | Year Ended December 31, Lease Term, Discount Rates, and Other 2023 2022 Weighted average remaining lease term Operating leases 3.8 years 4.6 years Financing leases 2.9 years 2.3 years Weighted average incremental borrowing rate Operating leases 7.85 % 7.85 % Financing leases 9.58 % 6.73 % Cash payments of amounts included in lease liabilities Operating cash flows from operating leases $ 3,130 $ 3,009 Operating cash flows from finance leases 142 60 Financing cash flows from finance leases 664 621 |
The company and basis of pres_2
The company and basis of presentation - Description of business (Details) | 12 Months Ended |
Dec. 31, 2023 region | |
The company and basis of presentation | |
Number of geographic regions for sales | 3 |
The company and basis of pres_3
The company and basis of presentation - Liquidity and going concern (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Cash and cash equivalents | $ 83,125 | $ 74,229 | |
Accumulated deficit | (230,071) | (166,748) | |
Restructuring Charges | 2,056 | ||
Cash used from operations | $ (50,899) | $ (53,496) | |
Reduction in workforce | |||
Restructuring Charges | $ 1,265 |
Summary of significant accoun_4
Summary of significant accounting policies - Accounts receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies | ||
Accounts receivable, net | $ 16,994 | $ 9,729 |
Allowance for doubtful accounts | 45 | $ 45 |
Roll-forward of allowance for credit losses | ||
Allowance for credit losses, beginning of period | 45 | |
Change in provision | 0 | |
Allowance for credit losses, end of period | $ 45 |
Summary of significant accoun_5
Summary of significant accounting policies - Intangible assets (Details) | Dec. 31, 2023 |
Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life (in years) | 5 years |
Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life (in years) | 15 years |
Summary of significant accoun_6
Summary of significant accounting policies - Service and Other Revenue and Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Dec. 04, 2023 | Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Standard service-based warranty terms | 1 year | |||
Extended service-based warranty terms | 1 year | |||
Revenue | $ 96,633 | $ 74,859 | ||
Contract assets | $ 1,276 | 0 | ||
Practical expedient elected | true | |||
Acrivon Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Potential aggregate upfront payments | $ 17,250 | $ 17,850 | ||
Product | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 67,410 | 57,650 | ||
Instruments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 42,095 | 38,635 | ||
Consumables | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 24,134 | 18,379 | ||
Standalone software products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,181 | 636 | ||
Service and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 29,223 | 17,209 | ||
Service and other revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 18,929 | 9,159 | ||
Instrument warranty | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 10,294 | $ 8,050 |
Summary of significant accoun_7
Summary of significant accounting policies - Capitalized software development costs (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Summary of Significant Accounting Policies | ||
Costs eligible for capitalization under ASC 985-20 | $ 746 | $ 1,372 |
Summary of significant accoun_8
Summary of significant accounting policies - Advertising expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies | ||
Advertising costs | $ 2,334 | $ 4,638 |
Summary of significant accoun_9
Summary of significant accounting policies - Deferred offering costs and stock-based compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies | ||
Requisite service period | 4 years | |
Expected dividend yield | 0% | |
Deferred Offering Costs | $ 331 | $ 326 |
Significant risks and uncerta_2
Significant risks and uncertainties including business and credit concentrations (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) customer | Dec. 31, 2022 USD ($) customer | |
Concentration Risk [Line Items] | ||
Allowance for credit loss | $ | $ 45 | $ 45 |
Revenue from Contract with Customer Benchmark | Customers | ||
Concentration Risk [Line Items] | ||
Number of customers with concentration risk | 0 | 0 |
Accounts Receivable. | Customers | ||
Concentration Risk [Line Items] | ||
Number of customers with concentration risk | 0 | |
Accounts Receivable. | Customers | One Customer | ||
Concentration Risk [Line Items] | ||
Number of customers with concentration risk | 1 | |
Concentration Risk, Percentage | 12% |
Fair value of financial instr_3
Fair value of financial instruments (Details) - Recurring - USD ($) $ in Thousands | 24 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amount of liability transferred into level 3 | $ 0 | |
Amount of liability transferred out of level 3 | 0 | |
Financial assets at fair value | 76,844 | $ 7,245 |
Financial liabilities at fair value | 7,676 | 7,748 |
Cash and cash equivalents | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial assets at fair value | 76,844 | 256 |
U.S. Treasury securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial assets at fair value | 6,989 | |
Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial assets at fair value | 76,844 | 256 |
Financial liabilities at fair value | 0 | 0 |
Level 1 | Cash and cash equivalents | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial assets at fair value | 76,844 | 256 |
Level 1 | U.S. Treasury securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial assets at fair value | 0 | |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial assets at fair value | 0 | 6,989 |
Financial liabilities at fair value | 0 | 0 |
Level 2 | Cash and cash equivalents | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial assets at fair value | 0 | 0 |
Level 2 | U.S. Treasury securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial assets at fair value | 6,989 | |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial liabilities at fair value | 7,676 | 7,748 |
Contingent consideration - Short term portion | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial liabilities at fair value | 1,911 | 1,709 |
Contingent consideration - Short term portion | Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial liabilities at fair value | 0 | 0 |
Contingent consideration - Short term portion | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial liabilities at fair value | 0 | 0 |
Contingent consideration - Short term portion | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial liabilities at fair value | 1,911 | 1,709 |
Contingent consideration - Long term portion | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial liabilities at fair value | 5,765 | 6,039 |
Contingent consideration - Long term portion | Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial liabilities at fair value | 0 | 0 |
Contingent consideration - Long term portion | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial liabilities at fair value | 0 | 0 |
Contingent consideration - Long term portion | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial liabilities at fair value | $ 5,765 | $ 6,039 |
Fair value of financial instr_4
Fair value of financial instruments - Cash, cash equivalents and marketable securities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Net Investment Income [Line Items] | ||
Cost | $ 76,844 | $ 7,251 |
Gross Unrealized Losses | (6) | |
Estimated Fair Value | 76,844 | 7,245 |
Cash and cash equivalents | ||
Net Investment Income [Line Items] | ||
Cost | 76,844 | 256 |
Estimated Fair Value | $ 76,844 | 256 |
Marketable securities | ||
Net Investment Income [Line Items] | ||
Cost | 6,995 | |
Gross Unrealized Losses | (6) | |
Estimated Fair Value | 6,989 | |
U.S. Treasury securities due in one year or less | ||
Net Investment Income [Line Items] | ||
Cost | 6,995 | |
Gross Unrealized Losses | (6) | |
Estimated Fair Value | $ 6,989 |
Fair value of financial instr_5
Fair value of financial instruments - Recurring Basis Unobservable (Details) - Contingent consideration - Long term portion - Series D Redeemable Convertible Preferred Stock - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Contingent Consideration Liability | $ 5,765 | $ 6,039 | $ 7,850 |
Discounted Cash Flow Analysis under the Income Approach | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Contingent Consideration Liability | $ 5,765 |
Property and equipment, net (De
Property and equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 20,392 | $ 16,499 |
Less: Accumulated depreciation | (9,663) | (6,325) |
Property and equipment, net | 10,729 | 10,174 |
Operating Expenses | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | 2,894 | 2,372 |
Cost of goods sold | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 486 | 232 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in Years) | 7 years | |
Property and equipment | $ 474 | 452 |
Computers, laptop and peripherals | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in Years) | 5 years | |
Property and equipment | $ 5,173 | 4,762 |
Laboratory equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in Years) | 5 years | |
Property and equipment | $ 8,869 | 7,302 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in Years) | 7 years | |
Property and equipment | $ 5,876 | $ 3,983 |
Property and equipment, net - D
Property and equipment, net - Demo inventory (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property and equipment, net | ||
Estimated life (years) | 3 years | 3 years |
Demo inventory - gross | $ 4,284 | $ 4,453 |
Less: Accumulated depreciation | (3,391) | (2,369) |
Demo inventory, net | 893 | 2,084 |
Depreciation expense relating to demo equipment | $ 1,286 | $ 1,223 |
Intangible assets (Details)
Intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, cost | $ 29,990 | $ 29,244 |
Accumulated amortization | (12,578) | (9,196) |
Total | 17,412 | 20,048 |
Operating Expenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | 3,382 | 2,624 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, cost | 11,800 | 11,800 |
Accumulated amortization | (4,134) | (3,348) |
Total | $ 7,666 | $ 8,452 |
Useful life (in years) | 15 years | 15 years |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, cost | $ 8,300 | $ 8,300 |
Accumulated amortization | (3,635) | (2,943) |
Total | $ 4,665 | $ 5,357 |
Useful life (in years) | 12 years | 12 years |
Licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, cost | $ 213 | $ 213 |
Accumulated amortization | (183) | (36) |
Total | $ 30 | $ 177 |
Useful life (in years) | 15 years | 15 years |
Trade names and trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, cost | $ 6,300 | $ 6,300 |
Accumulated amortization | (3,378) | (2,550) |
Total | $ 2,922 | $ 3,750 |
Useful life (in years) | 12 years | 12 years |
Capitalized software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, cost | $ 3,377 | $ 2,631 |
Accumulated amortization | (1,248) | (319) |
Total | $ 2,129 | $ 2,312 |
Useful life (in years) | 5 years | 5 years |
Intangible assets - Amortizatio
Intangible assets - Amortization expense related to identifiable intangible assets in future periods (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Amortization expense related to identifiable intangible assets in future periods | ||
2024 | $ 2,853 | |
2025 | 2,853 | |
2026 | 2,822 | |
2027 | 1,956 | |
2028 | 1,761 | |
Thereafter | 5,167 | |
Total | $ 17,412 | $ 20,048 |
Intangible assets - Goodwill ba
Intangible assets - Goodwill balance (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Intangible assets and goodwill | ||
Goodwill balance | $ 18,262 | $ 18,262 |
Accrued expenses and other cu_2
Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accrued expenses and other current liabilities | ||
Payroll and compensation | $ 7,074 | $ 8,288 |
Current portion of contingent consideration | 1,911 | 1,709 |
Inventory purchases | 609 | 488 |
Customer deposits | 1,096 | 3,652 |
Other accrued expenses | 2,743 | 2,382 |
Total accrued expenses and other current liabilities | $ 13,433 | $ 16,519 |
Debt - Term Loan Agreements (De
Debt - Term Loan Agreements (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Nov. 07, 2022 | Jun. 01, 2022 | Oct. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||||||
Proceeds from debt financing | $ 11,250 | $ 31,250 | ||||
Payment of accrued final fee | (779) | |||||
Midcap Trust Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility amount | $ 37,500 | |||||
Proceeds received | $ 32,500 | |||||
Term of interest-only payments | 36 months | |||||
Period of straight-line amortization | 24 months | |||||
Effective interest rate at end of period | 12.26% | |||||
Final payment fee to be paid upon termination (as a percent) | 5% | |||||
Prepayment fee percent , year one | 3% | |||||
Prepayment fee percent, year two | 2% | |||||
Prepayment fee percent, year three | 1% | |||||
Final payment fee to be paid upon termination | $ 3,563 | |||||
Amortization of final payment fee | $ 610 | $ 487 | ||||
Midcap Trust Term Loan | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate variable rate spread | 6.35% | |||||
Interest rate floor | 1.50% | |||||
Midcap Trust Term Loan - Amendment 2 | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility amount | $ 10,000 | |||||
Commitment fee | $ 75 | |||||
Funding percentage fee | 0.25% | |||||
Midcap Trust Term Loan - Amendment 2 | SOFR | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate variable rate spread | 6.35% | |||||
Interest rate floor | 1.61448% | |||||
Midcap Trust Term Loan - Tranche 3 | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility amount | $ 10,000 | |||||
Midcap Trust Term Loan - Amendment 3 | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility amount | $ 11,250 | |||||
Commitment fee | $ 74 | |||||
Exit fee percentage | 4.75% | |||||
Payment of accrued final fee | $ (779) | |||||
Midcap Trust Term Loan - Amendment 3 | SOFR | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate variable rate spread | 6.80% | |||||
Interest rate floor | 2.50% |
Debt - Debt components (Details
Debt - Debt components (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Unamortized debt discount | $ (448) | $ (565) |
Accretion of final fee | 702 | 92 |
Total debt, net | 75,254 | 63,277 |
Long-term debt, net of debt discount | 75,254 | 63,277 |
Midcap Trust Term Loan | ||
Debt Instrument [Line Items] | ||
Total minimum principal payments | $ 75,000 | $ 63,750 |
Debt - Debt maturities (Details
Debt - Debt maturities (Details) - Midcap Trust Term Loan - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
December 31, 2025 | $ 3,125 | |
December 31, 2026 | 37,500 | |
December 31, 2027 | 34,375 | |
Total minimum principal payments | $ 75,000 | $ 63,750 |
Stockholders equity (Details)
Stockholders equity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Jun. 07, 2023 USD ($) $ / shares shares | Nov. 07, 2022 USD ($) $ / shares | Dec. 31, 2023 Vote $ / shares shares | Dec. 31, 2022 $ / shares shares | Sep. 30, 2019 USD ($) $ / shares shares | |
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |||
Common stock, par value | $ / shares | $ 0.00001 | $ 0.00001 | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||
Preferred stock, par value | $ / shares | $ 0.00001 | $ 0.00001 | |||
Common stock, voting rights (per share) | Vote | 1 | ||||
Common stock, shares issued | 49,117,738 | 38,288,188 | |||
Common stock, shares outstanding | 49,117,738 | 38,288,188 | |||
Common stock, shares reserved for issuance upon the exercise of stock options | 8,912,043 | 7,834,432 | |||
2021 Plan | |||||
Class of Stock [Line Items] | |||||
Common stock, shares reserved for issuance upon the exercise of stock options | 1,811,017 | 1,243,707 | |||
Telegraph Hill Partners And Other Related Parties [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares issued | 3,509,718 | ||||
Innovatus Term Loan | |||||
Class of Stock [Line Items] | |||||
Principal amount | $ | $ 25,000 | ||||
Shares called by warrant | 368,779 | ||||
Purchase price (per share) | $ / shares | $ 1.53 | ||||
Equity Distribution Agreement | |||||
Class of Stock [Line Items] | |||||
Common stock, par value | $ / shares | $ 0.00001 | ||||
Commission percentage on gross proceeds of common stock sold | 3% | ||||
Equity Distribution Agreement | Maximum | |||||
Class of Stock [Line Items] | |||||
Aggregate offering price | $ | $ 50,000,000 | ||||
Underwriting Agreement [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares issued | 10,005,000 | ||||
Aggregate offering price | $ | $ 47,817,000 | ||||
Sale of Stock, Price Per Share | $ / shares | $ 5 | ||||
Over-Allotment Option | |||||
Class of Stock [Line Items] | |||||
Common stock, shares issued | 1,305,000 | ||||
Option period (in days) | 30 days | ||||
Sale of Stock, Price Per Share | $ / shares | $ 4.70 |
Stock compensation plans - 2021
Stock compensation plans - 2021 Equity Incentive Plan (Details) - 2021 Plan | Apr. 08, 2021 shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares of common stock authorized for issuance | 1,727,953 |
Annual increase in shares available for issuance as a percentage of outstanding shares | 5% |
Stock compensation plans - 2015
Stock compensation plans - 2015 Equity Incentive Plan (Details) - 2015 Plan | 12 Months Ended |
Dec. 31, 2023 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expiration period | 10 years |
Vesting period | 4 years |
Employee Stock Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares of common stock authorized for issuance | 0 |
Stock compensation plans - Summ
Stock compensation plans - Summary of option activity (Details) - Employee Stock Option [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of Shares | ||
Outstanding at beginning of year | 6,211,220 | |
Options granted | 1,518,154 | |
Options exercised | (694,626) | |
Options canceled | (1,229,275) | |
Outstanding at end of year | 5,805,473 | 6,211,220 |
Options exercisable | 3,280,340 | |
Weighted-Average Exercise Price | ||
Outstanding at beginning of year | $ 8.71 | |
Granted | 9.01 | |
Exercised | 0.50 | |
Canceled | 11.60 | |
Outstanding at end of year | 9.16 | $ 8.71 |
Exercisable | $ 8.11 | |
Weighted-Average Remaining Contractual Term and Aggregate Intrinsic Value | ||
Outstanding | 7 years 4 months 9 days | 7 years 9 months 18 days |
Exercisable | 6 years 4 months 28 days | |
Outstanding | $ 6,588 | $ 20,228 |
Exercisable | 6,365 | |
Stock-based compensation | 10,437 | 7,430 |
Aggregate intrinsic value of options exercised | $ 4,330 | $ 7,617 |
Stock compensation plans - Stoc
Stock compensation plans - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Weighted-average assumptions: | ||
Expected dividend yield | 0% | |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options granted to employees | $ 7,447 | $ 9,978 |
Options granted | 1,518,154 | |
Options granted, weighted average fair value per share | $ 4.91 | $ 5.39 |
Options granted, weighted average exercise price per share | $ 9.01 | |
Weighted-average assumptions: | ||
Weighted-average risk-free interest rate | 3.80% | 2.60% |
Expected dividend yield | 0% | 0% |
Expected volatility | 53.50% | 50.40% |
Expected term | 5 years 10 months 24 days | 6 years |
Stock compensation plans - Rest
Stock compensation plans - Restricted Stock Units (Details) - RSUs - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Aggregate fair value | $ 13,057 | $ 4,339 |
Number of Shares | ||
Unvested RSUs at beginning of period | 379,505 | |
Granted | 1,343,842 | |
Vested | (142,172) | |
Canceled | (285,621) | |
Unvested RSUs at end of period | 1,295,554 | 379,505 |
Weighted-Average Grant Date Fair Value Per Share | ||
Unvested RSUs at beginning of period | $ 10.99 | |
Granted | 9.72 | |
Vested | 9.07 | |
Canceled | 11.70 | |
Unvested RSUs at end of period | $ 9.72 | $ 10.99 |
Weighted-Average Remaining Contractual Term (in years) | 1 year 8 months 8 days | 1 year 10 months 28 days |
Aggregate Intrinsic Value | $ 6,322 | $ 3,632 |
Fair value of vested RSUs | $ 950 | $ 0 |
Stock compensation plans - St_2
Stock compensation plans - Stock-based compensation expense and unrecognized compensation cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | $ 10,437 | $ 7,430 |
Unrecognized compensation | $ 11,730 | $ 16,509 |
Period for recognition | 2 years 2 months 12 days | 2 years 8 months 12 days |
Employee Stock Option [Member] | Cost of goods sold | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | $ 350 | $ 233 |
Employee Stock Option [Member] | Selling, general and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | 8,621 | 5,934 |
Employee Stock Option [Member] | Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | 1,466 | 1,263 |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation | $ 10,129 | $ 3,551 |
Period for recognition | 3 years | 3 years 4 months 24 days |
Employee stock purchase plan (D
Employee stock purchase plan (Details) - shares | Apr. 08, 2021 | Dec. 31, 2023 | Dec. 31, 2022 |
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Common stock, shares issued | 49,117,738 | 38,288,188 | |
ESPP | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Maximum payroll deduction percentage | 15% | ||
Number of shares of common stock authorized for issuance | 172,795 | ||
Term of automatic increases in shares available for issuance | 10 years | ||
Annual increase in shares available for issuance as a percentage of outstanding shares | 0.50% | ||
Common stock, shares issued | 0 |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Effective Income Tax Rate Reconciliation, Tax Credit, Amount [Abstract] | ||
Provision for income taxes | $ (40) | $ (123) |
Statutory rate | 21% | 21% |
Foreign net deferred tax assets | $ 39 | $ 37 |
Federal net operating loss carryforwards | 126,870 | 107,446 |
Federal net operating loss carryforwards subject to expiration | 2,567 | |
Federal net operating loss carryforwards not subject to expiration | 124,303 | |
State net operating loss carryforwards | 74,939 | 67,173 |
Research development tax credit carryforwards | ||
Effective Income Tax Rate Reconciliation, Tax Credit, Amount [Abstract] | ||
Federal net operating loss carryforwards | 4,882 | 3,998 |
State net operating loss carryforwards | $ 2,165 | $ 3,457 |
Income taxes - Components of ne
Income taxes - Components of net income (loss) before income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Net income (loss) before income taxes | ||
Domestic | $ (63,520) | $ (70,736) |
Foreign | 237 | 218 |
Loss before provision for income taxes | $ (63,283) | $ (70,518) |
Income taxes - Income tax provi
Income taxes - Income tax provision (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income tax provision | ||
State | $ 1 | $ 4 |
Foreign | 90 | 84 |
Total current tax provision | 91 | 88 |
Federal | (20) | 30 |
State | (30) | 32 |
Foreign | (1) | (27) |
Deferred Income Tax Expense (Benefit), Total | (51) | 35 |
Income Tax Expense (Benefit), Total | $ 40 | $ 123 |
Income taxes - Reconciliation b
Income taxes - Reconciliation between income tax benefit and expected tax benefit at the statutory rate (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Reconciliation between income tax benefit and expected tax benefit at the statutory rate | ||
Federal statutory rate | 21% | 21% |
State rate, net of federal benefit | 1.54% | 3.54% |
Permanent differences | (1.34%) | (0.62%) |
Tax credits generated | 2.50% | 3.86% |
Change in valuation allowance | (21.31%) | (24.28%) |
Uncertain tax positions | (2.50%) | (3.86%) |
Foreign rate differential | (0.02%) | (0.02%) |
Other items | 0.07% | 0.21% |
Effective tax rate | (0.06%) | (0.17%) |
Income taxes - Significant comp
Income taxes - Significant components of net deferred tax liability (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets | ||
Net operating losses | $ 31,442 | $ 26,854 |
Capitalized R&D costs | 7,985 | 5,122 |
Accruals & reserves | 934 | 1,033 |
Intangibles | 817 | 528 |
Interest | 2,788 | 1,653 |
Stock compensation | 2,272 | 1,522 |
Inventory | 4,061 | 1,164 |
Lease liabilities | 2,107 | 2,776 |
Depreciation | 312 | |
Other | 778 | 431 |
Gross deferred tax assets | 53,496 | 41,083 |
Valuation Allowance | (51,359) | (37,873) |
Net deferred tax assets | 2,137 | 3,210 |
Deferred tax liabilities | ||
Depreciation | (261) | |
Goodwill | (160) | (329) |
Right of use asset | (1,976) | (2,670) |
Net deferred tax asset (liability) | $ (50) | |
Net deferred tax asset (liability) | $ 1 |
Income taxes - Rollforward of u
Income taxes - Rollforward of uncertain tax positions related to research and development tax credits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income taxes | ||
Uncertain tax positions at beginning of period | $ 7,454 | $ 4,226 |
Increase in uncertain tax positions | 1,687 | 3,228 |
Uncertain tax positions at end of period | 9,141 | 7,454 |
Accrued interest and penalties related to uncertain tax positions | $ 0 | $ 0 |
Commitments and contingencies -
Commitments and contingencies - License Agreements (Details) - License Agreement - PKI - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2018 |
Other Commitments [Line Items] | |||
Accrued royalties | $ 1,911,000 | $ 1,709,000 | |
Minimum | |||
Other Commitments [Line Items] | |||
Royalty rate on net sales of the product | 1% | ||
Maximum | |||
Other Commitments [Line Items] | |||
Royalty rate on net sales of the product | 7% |
Commitments and contingencies_2
Commitments and contingencies - Changes in fair value of long-term portion of contingent consideration (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Other Commitments [Line Items] | ||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Operating Expenses. | Operating Expenses. |
Contingent consideration - Long term portion | Series D Redeemable Convertible Preferred Stock | ||
Other Commitments [Line Items] | ||
Balance, beginning of period | $ 6,039 | $ 7,850 |
Reclassification of FY payment to accrued expenses | (1,910) | (1,709) |
Change in contingent consideration value | 1,636 | (102) |
Balance, end of period | $ 5,765 | $ 6,039 |
Net loss per share attributab_3
Net loss per share attributable to common stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Net loss per share attributable to common stockholders | ||
Net Income (Loss) | $ (63,323) | $ (70,641) |
Weighted-average shares outstanding, basic | 44,434,570 | 37,746,915 |
Weighted-average shares outstanding, diluted | 44,434,570 | 37,746,915 |
Net loss per share attributable to common stockholders, basic | $ (1.43) | $ (1.87) |
Net loss per share attributable to common stockholders, diluted | $ (1.43) | $ (1.87) |
Net loss per share attributab_4
Net loss per share attributable to common stockholders - Antidilutive shares (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Amounts excluded from computation of diluted net loss per share | 7,101,027 | 6,590,725 |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Amounts excluded from computation of diluted net loss per share | 5,805,473 | 6,211,220 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Amounts excluded from computation of diluted net loss per share | 1,295,554 | 379,505 |
Segments (Details)
Segments (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | |
Disaggregation of Revenue [Line Items] | ||
Number of reportable segments | segment | 1 | |
Total Revenue | $ 96,633 | $ 74,859 |
North America | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 58,284 | 42,046 |
APAC | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 16,553 | 15,058 |
EMEA | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | $ 21,796 | $ 17,755 |
Segments - Revenue (Details)
Segments - Revenue (Details) - Revenue from Contract with Customer Benchmark - Geographic Concentration Risk - country | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Concentration Risk [Line Items] | ||
Number of countries with concentration risk | 0 | |
Concentration Risk, Percentage | 100% | 100% |
North America | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 60% | 56% |
APAC | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 17% | 20% |
EMEA | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 23% | 24% |
One country | ||
Concentration Risk [Line Items] | ||
Number of countries with concentration risk | 1 | |
Concentration Risk, Percentage | 11% |
Related party transactions (Det
Related party transactions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Cost of goods sold | $ 40,328,000 | $ 31,469,000 |
Inventories, net | 17,877,000 | 14,486,000 |
Accounts payable | 11,776,000 | 10,628,000 |
Argonaut Manufacturing services | ||
Related Party Transaction [Line Items] | ||
Cost of goods sold | 7,581,000 | 5,684,000 |
Inventory purchased from related party | 3,110,000 | 5,678,000 |
Accounts payable | $ 2,618,000 | $ 1,271,000 |
Argonaut Manufacturing services | Minimum | ||
Related Party Transaction [Line Items] | ||
Percentage of total outstanding shares owned by related party | 5% |
Leases - Adoption of ASU 2016-0
Leases - Adoption of ASU 2016-02 (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | |||
Operating lease right of use assets, net | $ 8,365 | $ 10,785 | |
Financing lease right of use assets, net | 1,562 | 1,490 | |
Property and equipment, net | 10,729 | 10,174 | |
Total assets | 180,369 | 176,031 | |
Liabilities and stockholders' equity | |||
Current portion of operating lease liabilities | 2,681 | 3,009 | |
Current portion of financing lease liabilities | 767 | 620 | |
Total current liabilities | 35,345 | 37,055 | |
Operating lease liabilities, net of current portion | 6,238 | 8,203 | |
Financing lease liabilities, net of current portion | 766 | 675 | |
Total liabilities | 126,599 | 117,450 | |
Stockholders' equity | |||
Total stockholders' equity | 53,770 | 58,581 | $ 121,351 |
Total liabilities and stockholders' equity | $ 180,369 | 176,031 | |
ASU 2016-02 | ASC 842 Adjustment | |||
Assets | |||
Operating lease right of use assets, net | 10,409 | ||
Financing lease right of use assets, net | 673 | ||
Liabilities and stockholders' equity | |||
Current portion of operating lease liabilities | 2,741 | ||
Current portion of financing lease liabilities | 272 | ||
Operating lease liabilities, net of current portion | 7,968 | ||
Financing lease liabilities, net of current portion | $ 197 |
Leases - Office and warehouse l
Leases - Office and warehouse leases (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Mar. 31, 2022 | Aug. 31, 2021 | Jul. 31, 2021 | Jun. 18, 2021 | Jul. 31, 2019 |
Leases | ||||||
Lease, Practical Expedient, Lessor Single Lease Component [true false] | true | |||||
Office and laboratory space | Menlo Park, CA | ||||||
Leases | ||||||
Term of contract | 70 months | 7 years | ||||
Security Deposit | $ 92 | $ 181 | ||||
Office space | Marlborough, MA | ||||||
Leases | ||||||
Term of contract | 30 months | 7 years | ||||
Security Deposit | $ 43 | $ 300 | $ 450 | |||
Warehouse space | Marlborough, MA | ||||||
Leases | ||||||
Term of contract | 96 months | |||||
Auto leases | ||||||
Leases | ||||||
Term of contract | 48 months |
Leases - Lease cost classificat
Leases - Lease cost classification (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finance lease cost: | ||
Interest on lease liabilities | $ 142 | $ 60 |
Operating lease cost: | ||
Total lease cost | 4,241 | 3,921 |
Cost of service and other revenue | ||
Finance lease cost: | ||
Amortization of right-of-use assets | 337 | 183 |
Depreciation and amortization | ||
Finance lease cost: | ||
Amortization of right-of-use assets | 505 | 515 |
Cost of product revenue | ||
Operating lease cost: | ||
Rent expense | 113 | |
Selling, general and administrative | ||
Operating lease cost: | ||
Rent expense | $ 3,144 | $ 3,163 |
Leases - Future minimum commitm
Leases - Future minimum commitments under operating leases (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Leases | |
2024 | $ 2,777 |
2025 | 2,839 |
2026 | 2,636 |
2027 | 1,104 |
2028 | 436 |
Thereafter | 562 |
Total lease payments | 10,354 |
Less: discount to lease payments | (1,435) |
Total operating lease liabilities | $ 8,919 |
Leases - Future minimum commi_2
Leases - Future minimum commitments under financing leases (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Leases | |
2024 | $ 798 |
2025 | 444 |
2026 | 239 |
2027 | 239 |
2028 | 60 |
Total lease payments | 1,780 |
Less: discount to lease payments | (247) |
Total financing lease liabilities | $ 1,533 |
Leases - Weighted-average remai
Leases - Weighted-average remaining lease term, incremental borrowing rate, and supplemental cash flow information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Weighted average remaining lease term | ||
Operating leases | 3 years 9 months 18 days | 4 years 7 months 6 days |
Financing leases | 2 years 10 months 24 days | 2 years 3 months 18 days |
Weighted average incremental borrowing rate | ||
Operating leases | 7.85% | 7.85% |
Financing leases | 9.58% | 6.73% |
Cash payments of amounts included in lease liabilities | ||
Operating cash flows from operating leases | $ 3,130 | $ 3,009 |
Operating cash flows from finance leases | 142 | 60 |
Financing cash flows from finance leases | $ 676 | $ 621 |
Reduction in force (Details)
Reduction in force (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 07, 2023 | Dec. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | $ 2,056 | |
Accrued Liabilities, Restructuring Charges | $ 15 | |
RSUs | ||
Restructuring Cost and Reserve [Line Items] | ||
Granted | 1,343,842 | |
Dr. El-Gabry And Ms. Moy [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | $ 650 | |
Special Termination Benefits [Member] | Ms. Moy [Member] | RSUs | ||
Restructuring Cost and Reserve [Line Items] | ||
Granted | 53,652 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (63,323) | $ (70,641) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |