Quantum-Si (QSI) 10-Q 11 May 23 2023 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2023	May 08, 2023
Entity Listings [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Document Transition Report	false
Entity File Number	001-39486
Entity Registrant Name	QUANTUM-SI INCORPORATED
Entity Central Index Key	0001816431
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1388175
Entity Address, Address Line One	530 Old Whitfield Street
Entity Address, City or Town	Guilford
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06437
City Area Code	866
Local Phone Number	688-7374
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Class A Common Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Class A common stock, $0.0001 per share
Trading Symbol	QSI
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		121,559,340
Class B Common Stock [Member]
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		19,937,500
Redeemable Warrants [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Trading Symbol	QSIAW
Security Exchange Name	NASDAQ

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 81,660	$ 84,319
Marketable securities	240,432	266,990
Accounts receivable, net	82	0
Inventory, net	1,708	0
Prepaid expenses and other current assets	6,135	6,873
Total current assets	330,017	358,182
Property and equipment, net	18,203	16,849
Internally developed software	887	0
Other assets	697	697
Operating lease right-of-use assets	15,221	15,757
Total assets	365,025	391,485
Current liabilities:
Accounts payable	2,657	3,903
Accrued expenses and other current liabilities	6,033	10,434
Short-term operating lease liabilities	1,406	1,369
Total current liabilities	10,096	15,706
Long-term liabilities:
Warrant liabilities	605	996
Other long-term liabilities	24	0
Operating lease liabilities	15,297	16,077
Total liabilities	26,022	32,779
Commitments and contingencies (Note 15)
Stockholders' equity
Additional paid-in capital	762,274	758,366
Accumulated deficit	(423,285)	(399,674)
Total stockholders' equity	339,003	358,706
Total liabilities and stockholders' equity	365,025	391,485
Class A Common Stock [Member]
Stockholders' equity
Common Stock	12	12
Class B Common Stock [Member]
Stockholders' equity
Common Stock	$ 2	$ 2

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Class A Common Stock [Member]
Stockholders' equity
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	600,000,000	600,000,000
Common stock, shares issued (in shares)	121,559,340	120,006,757
Common stock, shares outstanding (in shares)	121,559,340	120,006,757
Class B Common Stock [Member]
Stockholders' equity
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	27,000,000	27,000,000
Common stock, shares issued (in shares)	19,937,500	19,937,500
Common stock, shares outstanding (in shares)	19,937,500	19,937,500

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenue:
Revenue	$ 254	$ 0
Cost of revenue	130	0
Gross profit	124	0
Operating expenses:
Research and development	18,167	18,771
Selling, general and administrative	11,178	8,369
Total operating expenses	29,345	27,140
Loss from operations	(29,221)	(27,140)
Dividend income	2,219	855
Change in fair value of warrant liabilities	391	2,647
Other income (expense), net	3,000	(11,537)
Loss before provision for income taxes	(23,611)	(35,175)
Provision for income taxes	0	0
Net loss	(23,611)	(35,175)
Comprehensive loss	$ (23,611)	$ (35,175)
Net loss per common share attributable to common stockholders, basic (in dollars per share)	$ (0.17)	$ (0.25)
Net loss per common share attributable to common stockholders, diluted (in dollars per share)	$ (0.17)	$ (0.25)
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic (in shares)	140,280,332	138,619,929
Weighted-average shares used to compute net loss per share attributable to common stockholders, diluted (in shares)	140,280,332	138,619,929
Product [Member]
Revenue:
Revenue	$ 251	$ 0
Service [Member]
Revenue:
Revenue	$ 3	$ 0

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Common Stock [Member] Class A Common Stock [Member]	Common Stock [Member] Class B Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Balance at Dec. 31, 2021	$ 12	$ 2	$ 744,252	$ (267,232)	$ 477,034
Balance (in shares) at Dec. 31, 2021	118,025,410	19,937,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	$ 0	$ 0	0	(35,175)	(35,175)
Common stock issued upon exercise of stock options and vesting of restricted stock units	$ 0	$ 0	730	0	730
Common stock issued upon exercise of stock options and vesting of restricted stock units (in shares)	946,987	0
Stock-based compensation	$ 0	$ 0	(714)	0	(714)
Balance at Mar. 31, 2022	$ 12	$ 2	744,268	(302,407)	441,875
Balance (in shares) at Mar. 31, 2022	118,972,397	19,937,500
Balance at Dec. 31, 2022	$ 12	$ 2	758,366	(399,674)	358,706
Balance (in shares) at Dec. 31, 2022	120,006,757	19,937,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	$ 0	$ 0	0	(23,611)	(23,611)
Common stock issued upon exercise of stock options and vesting of restricted stock units	$ 0	$ 0	0	0	0
Common stock issued upon exercise of stock options and vesting of restricted stock units (in shares)	1,552,583	0
Stock-based compensation	$ 0	$ 0	3,908	0	3,908
Balance at Mar. 31, 2023	$ 12	$ 2	$ 762,274	$ (423,285)	$ 339,003
Balance (in shares) at Mar. 31, 2023	121,559,340	19,937,500

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities:
Net loss	$ (23,611)	$ (35,175)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	803	452
Non-cash lease expense	536	428
(Gain) loss on marketable securities (realized and unrealized)	(2,942)	11,511
Loss on disposal of fixed assets	3	0
Change in fair value of warrant liabilities	(391)	(2,647)
Change in fair value of contingent consideration	34	54
Stock-based compensation	3,908	(714)
Changes in operating assets and liabilities:
Accounts receivable, net	(82)	0
Inventory, net	(1,708)	0
Prepaid expenses and other current assets	738	883
Operating lease right-of-use assets	0	(8,490)
Accounts payable	(730)	1,481
Accrued expenses and other current liabilities	(4,537)	707
Other long-term liabilities	24	0
Operating lease liabilities	(743)	8,281
Net cash used in operating activities	(28,698)	(23,229)
Cash flows from investing activities:
Purchases of property and equipment	(2,574)	(2,500)
Internally developed software - capitalized costs	(887)	0
Purchases of marketable securities	0	(802)
Sales of marketable securities	29,500	25,000
Net cash provided by investing activities	26,039	21,698
Cash flows from financing activities:
Proceeds from exercise of stock options	0	730
Net cash provided by financing activities	0	730
Net decrease in cash and cash equivalents	(2,659)	(801)
Cash and cash equivalents at beginning of period	84,319	35,785
Cash and cash equivalents at end of period	81,660	34,984
Supplemental disclosure of noncash information:
Noncash acquisition of property and equipment	$ 847	$ 1,580

ORGANIZATION AND DESCRIPTION OF

ORGANIZATION AND DESCRIPTION OF BUSINESS	3 Months Ended
	Mar. 31, 2023
ORGANIZATION AND DESCRIPTION OF BUSINESS [Abstract]
ORGANIZATION AND DESCRIPTION OF BUSINESS	1. ORGANIZATION AND DESCRIPTION OF BUSINESS Quantum-Si Incorporated (including its subsidiaries, the “Company” or “Quantum-Si”) was originally incorporated in Delaware on June 10, 2020 as a special purpose acquisition company under the name HighCape Capital Acquisition Corp. (“HighCape”) for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving HighCape and one or more businesses. On June 10, 2021 (the “Closing”), the Company consummated the transactions contemplated by the Business Combination Agreement, dated February 18, 2021 (the “Business Combination Agreement”), by and among HighCape, Tenet Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and Quantum-Si Incorporated, a Delaware corporation (“Legacy Quantum-Si”). Pursuant to the terms of the Business Combination Agreement, a business combination between HighCape was effected through the merger of Merger Sub with and into Legacy Quantum-Si, with Legacy Quantum-Si surviving as the surviving company and a wholly owned subsidiary of HighCape (the “Merger” and collectively with the other transaction described in the Business Combination Agreement, the “Business Combination”). Effective as of the Closing, HighCape changed its name to Quantum-Si Incorporated and Legacy Quantum-Si changed its name to Q-SI Operations Inc. The financial information prior to the Business Combination represents the financial results and condition of Legacy Quantum-Si. The Company is an innovative life sciences company with the mission of transforming single-molecule analysis and democratizing its use by providing researchers and clinicians access to the proteome, the set of proteins expressed within a cell. The Company has developed a proprietary universal single-molecule detection platform that the Company is first applying to proteomics to enable Next-Generation Protein Sequencing (“NGPS”), the ability to sequence proteins in a massively parallel fashion (rather than sequentially, one at a time), and can be used for the study of nucleic acids. The Company’s platform is comprised of the Carbon™ automated sample preparation instrument, the Platinum™ NGPS instrument, the Quantum-Si Cloud™ software service, and reagent kits and chips for use with its instruments. Although the Company has incurred recurring losses each year since its inception, the Company expects its cash and cash equivalents, and marketable securities will be able to fund its operations for at least the next twelve months.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. All intercompany transactions are eliminated. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The condensed consolidated balance sheet as of December 31, 2022 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including certain notes required by U.S. GAAP, on an annual reporting basis. In the opinion of management, the accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods. The results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for any subsequent quarter, the year ending December 31, 2023, or any other period. Except for revenue, inventory and capitalized software development costs discussed elsewhere in this note, there have been no material changes to the Company’s significant accounting policies as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. COVID-19 The outbreak of the novel coronavirus (“COVID-19”), which was declared a pandemic by the World Health Organization on March 11, 2020 and declared a National Emergency by the President of the United States on March 13, 2020, has led to adverse impacts on the United States and global economies and created uncertainty regarding potential impacts on the Company’s operating results, financial condition and cash flows. The COVID-19 pandemic had, and is expected to continue to have, an adverse impact on the Company’s operations, particularly as a result of preventive and precautionary measures that the Company, other businesses, and governments are taking. Governmental mandates related to COVID-19 or other infectious diseases, or public health crises, have impacted, and the Company expects them to continue to impact, its personnel and personnel at third-party manufacturing facilities in the United States and other countries, and the availability or cost of materials, which would disrupt or delay the Company’s receipt of instruments, components and supplies from the third parties the Company relies on to, among other things, produce its products currently under development. To the extent that any governmental authority imposes additional regulatory requirements or changes existing laws, regulations, and policies that apply to the Company’s business and operations, such as additional workplace safety measures, the Company’s product development plans may be delayed, and the Company may incur further costs in bringing its business and operations into compliance with changing or new laws, regulations, and policies. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including expenses and research and development costs, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain or treat COVID-19, as well as the economic impacts, including inflation on product and service costs. The estimates of the impact on the Company’s business may change based on new information that may emerge concerning COVID-19 and the actions to contain it or address its impact and the economic impact on local, regional, national and international markets as well as other changes in macroeconomic factors. While the Company is unable to predict the full impact that the COVID-19 pandemic will have on the Company’s future results of operations, liquidity and financial condition due to numerous uncertainties, including the actions that may be taken by government authorities across the United States, adverse changes in macroeconomic conditions, if sustained or recurrent, could result in significant changes in costs going forward with material adverse effect on the Company’s operating results, financial condition, and cash flows. The Company has not incurred any significant impairment losses in the carrying values of the Company’s assets as a result of the COVID-19 pandemic and is not aware of any specific related event or circumstance that would require the Company to revise its estimates reflected in its condensed consolidated financial statements. On May 11, 2023, the federal public health emergency for COVID-19, declared under Section 319 of the Public Health Service Act, expired. Other Global Developments In 2022, various central banks around the world (including the Federal Reserve in the United States) raised interest rates. While these rate increases have not had a significant adverse impact on the Company to date, the impact of such rate increases on the overall financial markets and the economy may adversely impact the Company in the future. In addition, the global economy has experienced and is continuing to experience high levels of inflation and global supply chain disruptions. The Company continues to monitor these supply chain, inflation and interest rate factors, as well as the uncertainty resulting from the overall economic environment. In addition, although the Company has no operations in or direct exposure to Russia or Ukraine, the Company has experienced some constraints in product and material availability and increasing costs required to obtain some materials and supplies as a result of the impact of the Russia-Ukraine military conflict on the global economy. To date, the Company’s business has not been materially impacted by the conflict, however, as the conflict continues or worsens, it may impact the Company’s business, financial condition, results of operations or cash flows. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents and marketable securities. As of March 31, 2023 and December 31, 2022, substantially all of the Company’s marketable securities were invested in fixed income mutual funds at one financial institution. T Reclassifications Certain prior year amounts have been reclassified for consistency with the current year’s presentation. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions about future events that affect the amounts reported in its condensed consolidated financial statements and accompanying notes. Future events and their effects cannot be determined with certainty. On an ongoing basis, management evaluates these estimates and assumptions. Significant estimates and assumptions include: ● valuation allowance with respect to deferred tax assets; ● assumptions used for leases; ● valuation of warrant liabilities; and ● assumptions underlying the fair value used in the calculation of the stock-based compensation. The Company bases these estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s condensed consolidated financial statements. Investments in Marketable Securities The Company’s investments in marketable securities are classified as trading securities and consist of ownership interests in fixed income mutual funds. The securities are stated at fair value, as determined by quoted market prices. As the securities have readily determinable fair value, unrealized gains and losses are reported as Other income (expense), net on the condensed consolidated statements of operations and comprehensive loss. Subsequent gains or losses realized upon redemption or sale of these securities are also recorded as Other income (expense), net on the condensed consolidated statements of operations and comprehensive loss. Dividends on marketable securities are recognized as income when declared. The Company considers all of its investments in marketable securities as available for use in current operations and therefore classifies these securities within current assets on the condensed consolidated balance sheets. For the three months ended March 31, 2023 and 2022, the Company reported unrealized gains of $5,110 and unrealized losses of $11,511, respectively, related to securities held as of March 31, 2023 and 2022. Realized losses related to securities that matured or were sold during the three months ended March 31, 2023 and 2022 were $2,168 and $50, respectively. For the three months ended March 31, 2023 and 2022, the Company recognized $2,219 and $855, respectively, in dividend income from marketable securities. Accounts Receivable, Net Accounts receivable, net is stated as the amount the Company expects to collect. The Company maintains an allowance for estimated credit losses resulting from the inability of its customers to make required payments. As of March 31, 2023, the allowance for estimated credit losses was $0. Inventory, Net The Company’s inventory consists of raw materials, work in process and finished goods produced internally and at third-party manufacturers. Inventory is valued at the lower of actual cost (“first-in, first-out”) or market. Inventory values include not only standard costs, but also certain manufacturing variances and other product related costs incurred in producing or procuring the inventory on hand. Inventory includes allowances for: obsolescence; expired inventory; standard cost revisions; and lower of cost or market adjustments. The Company writes down specifically identified unusable, obsolete, or known unsalable inventory in the period that it is first recognized by using several factors including product expiration dates, open and unfulfilled orders and sales forecasts. Any write-down of its inventory to net realizable value establishes a new cost basis that will be maintained even if certain circumstances suggest that the inventory is recoverable in subsequent periods. Costs associated with the write-down of inventory will be recorded in Cost of revenue on the Company’s condensed consolidated statements of operations and comprehensive loss. As of March 31, 2023, the inventory reserves was $0. Cost of Revenue Cost of revenue primarily consists of product and service costs including material costs, personnel costs and benefits, inbound and outbound freight, packaging, warranty replacement costs, facilities costs, depreciation and amortization expense, and inventory obsolescence and write-offs. Warranty The Company offers a free 12-month warranty to customers with the initial purchase of a Platinum™ instrument. The cost of the warranty is accrued upon the initial purchase of an instrument in Accrued expenses and other current liabilities on the condensed consolidated balance sheets. Leases At inception, the Company determines if an arrangement is a lease in accordance with Accounting Standards Update (“ASU”) 2016-02, Leases The Company’s leases generally do not have a readily determinable implicit discount rate. As such, the Company uses an incremental borrowing rate based on the information available at the lease commencement date to determine the present value of the lease payments. The Company’s incremental borrowing rate is the estimated rate that would be required to pay for a collateralized borrowing equal to the total lease payment over the lease term. The Company measures ROU assets based on the corresponding lease liability adjusted for (i) payments made to the lessor at or before the commencement date, (ii) initial direct costs incurred and (iii) tenant incentives under the lease. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term for operating leases. Finance leases will result in a front-loaded expense pattern. With respect to finance leases, amortization of the ROU asset is presented separately from interest expense related to the finance lease liability. In addition, the Company does not have significant residual value guarantees or restrictive covenants in the lease portfolio. Certain of the Company’s lease agreements contain tenant improvement incentives and allowances, rent holidays, or rent escalation clauses. For tenant improvement incentives, if the incentive is determined to be a leasehold improvement owned by the lessee and the Company is reasonably certain to use the incentive, the Company generally records the incentive as a reduction to the fixed lease payments liability as a reduction to lease cost. Reimbursable construction costs incurred are recorded as leasehold improvements and are amortized over the term of the lease. For rent holidays and rent escalation clauses during the lease term, the Company records rental expense on a straight-line basis over the term of the lease. For these lease incentives, the Company uses the date of initial possession as the commencement date, which is generally when the Company is given the right of access to the space and begins to make improvements in preparation for intended use. The Company expenses monthly rental payments as incurred in Cost of revenue, Research and development and Selling, general and administrative in the condensed consolidated statements of operations and comprehensive loss. The Company’s lease agreements contain variable lease costs for common area maintenance, utilities, taxes and insurance, which are expensed as incurred. Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment when the Company determines a triggering event has occurred. When a triggering event has occurred, each impairment test is based on a comparison of the future expected undiscounted cash flow to the recorded value of the asset. If the recorded value of the asset is less than the undiscounted cash flow, the asset is written down to its estimated fair value. No impairments were recorded for the three months ended March 31, 2023 or 2022. Capitalized Software Development Costs The Company capitalizes certain internal use software development costs related to its SaaS platform incurred during the application development stage when management with the relevant authority authorizes and commits to the funding of the project, it is probable that the project will be completed, and the software will be used as intended. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable that the expenditures will result in additional functionality. Costs related to preliminary project activities and to post-implementation activities are expensed as incurred. Internal use software is amortized on a straight-line basis over its estimated useful life, which is generally two years. 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 the assets. Capitalized costs are recorded as Internally developed software in the condensed consolidated balance sheets. Amortization expense related to Internally developed software is expected to be $333 for the remainder of the year ending December 31, 2023 and $ 2024 Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers.” Revenue is recognized when or as a customer obtains control of the promised goods and services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for these goods and services. To achieve this core principle, the Company applies the following five steps: ● Step 1: Identify Contracts with Customers: The Company’s customers submit a purchase order in accordance with the Company’s terms and conditions of sale. The purchase order specifies the goods or services that the customer wishes to purchase from the Company. The five specific criteria for accounting for a contract under ASC 606 are: a. Contract approval and commitment of parties: Customer submits a purchase order (“PO”) and the Company accepts. b. Identification of rights and obligations: PO is compared to terms and conditions to ensure alignment. c. Identification of payment terms: e.g. Net 30. d. Commercial substance: Evidenced by fees exchanged for goods and services. e. Collectability is probable: Credit check measures performed before PO is accepted. ● Step 2: Identify Performance Obligations: ● Step 3: Determine Transaction Price: ● Step 4: Allocate Transaction Price to Performance Obligations: The Company allocates transaction price to the performance obligations in a contract with a customer, based on the relative standalone selling price of each performance obligation . The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information and specific factors such as competitive positioning, internal costs, profit objectives, and internally approved pricing guidelines related to the performance obligation. The Company currently generates its revenue from products and services. ● Step 5: Recognize Revenue as Performance Obligations are Satisfied: as Product revenue in the condensed consolidated statements of operations and comprehensive loss Deferred Revenue Deferred revenue primarily consists of billings and payments received in advance of revenue recognitio n from service maintenance contracts effective after the first year and cloud subscription access, Warrant Liabilities The Company’s outstanding warrants include publicly-traded warrants (the “Public Warrants”) which were issued as one-third Derivatives and Hedging-Contracts in Entity’s Own Equity Recently Issued Accounting Pronouncements Accounting pronouncements issued but not yet adopted No new accounting pronouncement issued or effective during the ended had, or is expected to have, a material impact on the Company’s condensed consolidated financial statements.

ACQUISITION

ACQUISITION	3 Months Ended
	Mar. 31, 2023
ACQUISITION [Abstract]
ACQUISITION	3. ACQUISITION Majelac Technologies LLC Pursuant to the terms and conditions of an Asset Purchase Agreement by and among the Company, Majelac Technologies LLC (“Majelac”), and certain other parties, on November 5, 2021 (the “Majelac Closing Date”), the Company acquired certain assets and assumed certain liabilities of Majelac, a privately-owned company providing semiconductor chip assembly and packaging capabilities located in Pennsylvania, for $4,632 in cash including $132 in reimbursement for certain recently purchased equipment, and 535,715 shares of Class A common stock, valued at $4,232, issued to Majelac subject to certain restrictions. An additional 59,523 shares of Class A common stock valued at $471 were issued to Majelac 12 months after the Majelac Closing Date on November 7, 2022. The Company also assumed the legal fees of Majelac of $50. Additional purchase price consideration of $500 in cash was to be paid six months after the Majelac Closing Date less any amount that could be required by the buyer indemnitees to satisfy any unresolved claims for indemnification, if any. The Company agreed to pay additional milestone-based consideration of up to $800, which was fair valued at $531. On May 4, 2022, the Company paid Majelac $900 in cash, which consisted of $500 for the additional purchase price consideration and $400 (fair value of $348 at the Majelac Closing Date) for first of two milestones The second milestone must be met by November 1, 2023 in order to be payable. The acquisition brought semiconductor chip assembly and packaging capabilities in-house and secured the Company’s supply chain to support its commercialization efforts. Prior to the acquisition, Majelac was a vendor of the Company. The following table summarizes the final purchase price allocation at the Majelac Closing Date as follows: Purchase Price Allocation Prepaid expenses and other current assets $ 27 Property and equipment, net 906 Goodwill 9,483 Total $ 10,416 Goodwill represents the excess of the consideration transferred over the aggregate fair values of assets acquired and liabilities assumed. The goodwill recorded in connection with this acquisition was based on operating synergies and other benefits expected to result from the combined operations. The goodwill acquired is amortizable for tax purposes over a period of 15 years. During the fourth quarter ended December 31, 2022, the Company concluded the goodwill from the Majelac acquisition was fully impaired and recorded a charge of $9,483 on the consolidated statements of operations and comprehensive loss. Acquisition-related costs recognized during the three months ended March 31, 2023 and 2022 including transaction costs such as legal, accounting, valuation and other professional services, were $0 and $25, respectively, and are included in Selling, general and administrative on the condensed consolidated statements of operations and comprehensive loss.

REVENUE RECOGNITION

REVENUE RECOGNITION	3 Months Ended
	Mar. 31, 2023
REVENUE RECOGNITION [Abstract]
REVENUE RECOGNITION	4. REVENUE RECOGNITION Disaggregation of Revenue The Company disaggregates revenue from contracts with customers by type of revenue. The Company believes that product revenue and service revenue aggregate the payor types by nature, amount, timing and uncertainty of its revenue streams. Total revenue for the three months ended March 31, 2023 was all generated from domestic sales. Deferred Revenue Deferred revenue is a contract liability that consists of customer payments received in advance of performance and billings in excess of revenue recognized, net of revenue recognized from the balance at the beginning of the period. The amount of revenue recognized during the three months ended March 31, 2023 that was included in the deferred revenue balance of $73 at December 31, 2022 was $69. Transaction Price Allocated to Remaining Performance Obligations As of March 31, 2023, the Company had remaining performance obligations amounting to $41, $17 of which is included within Accrued expenses and other current liabilities and $24 within Other long-term liabilities in the Company’s condensed consolidated balance sheets. The Company expects to recognize approximately 30% of its remaining performance obligations as revenue for the remainder ending December 31, for the year ending December 31, 2024 and thereafter

FAIR VALUE OF FINANCIAL INSTRUM

FAIR VALUE OF FINANCIAL INSTRUMENTS	3 Months Ended
	Mar. 31, 2023
FAIR VALUE OF FINANCIAL INSTRUMENTS [Abstract]
FAIR VALUE OF FINANCIAL INSTRUMENTS	5. FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value. The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The Company utilizes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: ● Level 1 -  Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. ● Level 2 -  Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. ● Level 3 -  Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying value of cash and cash equivalents, accounts payable and accrued expenses and other current liabilities approximates their fair values due to the short-term or on demand nature of these instruments. Fixed income mutual funds were valued using quoted market prices and accordingly were classified as Level 1. There were no transfers between fair value measurement levels during the three months ended March 31, 2023. The Company accounted for the warrants as liabilities in accordance with ASC 815-40 and are presented as Warrant liabilities on the condensed consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented as Change in fair value of warrant liabilities in the condensed consolidated statements of operations and comprehensive loss. The Public Warrants and Private Warrants were carried at fair value as of March 31, 2023 and December 31, 2022. The Public Warrants were valued using Level 1 inputs as they are traded in an active market. The Private Warrants were valued using a binomial lattice model, which results in a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Warrants was the expected volatility of the Company’s Class A common stock. The expected volatility was based on consideration of the implied volatility from the Company’s own Public Warrant pricing and on the historical volatility observed at guideline public companies. The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy: Fair Value Measurement Level Total Level 1 Level 2 Level 3 March 31 2023 Assets: Cash and cash equivalents - Money Market $ 79,798 $ 79,798 $ - $ - Marketable securities 240,432 240,432 - - Total assets at fair value on a recurring basis $ 320,230 $ 320,230 $ - $ - Liabilities: Public Warrants $ 575 $ 575 $ - $ - Private Warrants 30 - - 30 Total liabilities at fair value on a recurring basis $ 605 $ 575 $ - $ 30 Fair Value Measurement Level Total Level 1 Level 2 Level 3 December 31, 2022 Assets: Cash and cash equivalents - Money Market $ 83,079 $ 83,079 $ - $ - Marketable securities 266,990 266,990 - - Total assets at fair value on a recurring basis $ 350,069 $ 350,069 $ - $ - Liabilities: Public Warrants $ 958 $ 958 $ - $ - Private Warrants 38 - - 38 Total liabilities at fair value on a recurring basis $ 996 $ 958 $ - $ 38

PROPERTY AND EQUIPMENT, NET

PROPERTY AND EQUIPMENT, NET	3 Months Ended
	Mar. 31, 2023
PROPERTY AND EQUIPMENT, NET [Abstract]
PROPERTY AND EQUIPMENT, NET	6. PROPERTY AND EQUIPMENT, NET Property and equipment, net, are recorded at historical cost and consist of the following: March 31, December 31, Laboratory and production equipment $ 14,656 $ 14,031 Computer equipment 1,146 1,073 Software 188 188 Furniture and fixtures 218 218 Leasehold improvements 1,333 1,308 Construction in process 7,663 6,234 Property and equipment, gross 25,204 23,052 Less: Accumulated depreciation and amortization (7,001 ) (6,203 ) Property and equipment, net $ 18,203 $ 16,849 Depreciation and amortization expense amounted to $803 and $452 for the three months ended March 31, 2023 and 2022, respectively. The Company had losses on disposals of $3 relating to property and equipment of $8 with accumulated depreciation and amortization of $5 for the three months ended March 31, 2023. There were no gains or losses on disposals for the three months ended March 31, 2022.

ACCRUED EXPENSES AND OTHER CURR

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES	3 Months Ended
	Mar. 31, 2023
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES [Abstract]
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES	7. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following: March 31, December 31, Employee compensation and benefits $ 2,828 $ 5,548 Contracted services 1,918 3,616 Business acquisition costs and contingencies 377 343 Legal fees 875 839 Other 35 88 Total accrued expenses and other current liabilities $ 6,033 $ 10,434

LEASES

LEASES	3 Months Ended
	Mar. 31, 2023
LEASES [Abstract]
LEASES	8. LEASES The Company has commitments under lease arrangements for office and manufacturing space and office equipment. The Company’s leases have initial lease terms ranging from one year to 10 years. These leases include options to extend or renew the leases for an additional period of one Operating leases are accounted for on the condensed consolidated balance sheets with ROU assets being recognized in “Operating lease right-of-use assets” and lease liabilities recognized in “Short-term operating lease liabilities” and “Operating lease liabilities”. Lease-related costs for the three months ended March 31, 2023 and 2022 are as follows: Three months ended March 31, 2023 2022 Operating lease cost $ 853 $ 725 Short-term lease cost 129 104 Variable lease cost 394 286 Total lease cost $ 1,376 $ 1,115 Other information related to operating leases as of March 31, 2023 and December 31, 2022 is as follows: March 31, December 31, 2023 2022 Weighted-average remaining lease term (years) 7.1 7.3 Weighted-average discount rate 7.9 % 7.9 % The following table provides certain cash flow and supplemental cash flow information related to the Company’s lease liabilities for the three months ended March 31, 2023 and 2022: Three months ended March 31, 2023 2022 Operating cash paid to settle operating lease liabilities $ 1,059 $ 310 Right-of-use assets obtained in exchange for lease liabilities $ - $ 8,490 Future minimum lease payments under non-cancellable leases as of March 31, 2023 are as follows: Operating Leases Remainder of 2023 $ 3,225 2024 4,394 2025 4,507 2026 4,590 2027 4,554 Thereafter 12,811 Total undiscounted lease payments $ 34,081 Less: Imputed interest 8,274 Less: Lease incentives (1) 9,104 Total lease liabilities $ 16,703 (1) Includes lease incentives that may be realized in 2023 for the costs of leasehold improvements. In December 2021, the Company signed a 10-year lease for approximately 67,000 square feet of space located at 115 Munson Street in New Haven, Connecticut. The lease commenced on January 8, 2022 with rent payments beginning on July 7, 2022. Under the lease, the landlord contractually agreed to reimburse the Company for up to $9,104 in improvements to the space, to be used for such improvements as the Company deems “necessary or desirable”. On September 13, 2022, the Company filed a lawsuit against the landlord, alleging that the landlord has: (i) refused to reimburse the Company for costs related to improvements already incurred and submitted; (ii) delayed the Company’s completion of improvements, in order to avoid reimbursing the costs of those improvements; and (iii) improperly rejected the Company’s proposed improvement plans. The Company accounted for the $9,104 of lease incentives as an offset to the lease liability recorded at the inception of the lease. From the total lease incentives, the Company has incurred and recognized leasehold improvements of approximately $1,100 related to reimbursable construction costs included in construction in progress within property and equipment, net on the condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022. Although the Company believes it is contractually entitled to the $9,104 of lease incentives, based on the current status of the litigation, the Company cannot determine the likely outcome or estimate the impact on such carrying values.

EQUITY INCENTIVE PLAN

EQUITY INCENTIVE PLAN	3 Months Ended
	Mar. 31, 2023
EQUITY INCENTIVE PLAN [Abstract]
EQUITY INCENTIVE PLAN	9. EQUITY INCENTIVE PLAN The Company’s 2013 Employee, Director and Consultant Equity Incentive Plan, as amended on March 12, 2021 (the “2013 Plan”), was originally adopted by its Board of Directors and stockholders in September 2013. In connection with the Closing of the Business Combination, the Company adjusted the equity awards. The adjustments to the awards did not result in incremental expense as the equitable adjustments were made pursuant to a preexisting nondiscretionary antidilution provision in the 2013 Plan, and the fair-value, vesting conditions, and classification are the same immediately before and after the modification. In connection with the Business Combination, HighCape’s stockholders approved and adopted the Quantum-Si Incorporated 2021 Equity Incentive Plan (the “2021 Plan”) and the Company no longer makes issuances under the 2013 Plan. The 2021 Plan provides for grants of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock or cash-based awards. Directors, officers and other employees of the Company and its subsidiaries, as well as others performing consulting or advisory services for the Company, are eligible for grants under the 2021 Plan. As of March 31, 2023 and December 31, 2022, there were 9,940,335 and 9,133,702 shares, respectively, available for issuance under the 2021 Plan. On November 9, 2022, the Company granted its Chief Executive Officer two performance-based stock option grants of 1,390,000 each, for a total of 2,780,000 performance-based stock options to purchase shares of Class A common stock. These awards are inducement awards pursuant to Nasdaq Rule 5635(c)(4) and the stock options were not granted pursuant to the 2013 Plan or the 2021 Plan. Stock option activity During the three months ended March 31, 2023, the Company granted an aggregate of 5,175,550 stock option awards to participants, with vesting subject to the participant’s continued employment with the Company through the applicable vesting dates. Stock-based compensation related to stock options for the three months ended March 31, 2023 and 2022 was $2,279 and $1,494, respectively. A summary of the stock option activity is presented in the table below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2022 19,427,755 $ 3.69 8.68 $ 378 Granted 5,175,550 1.82 Exercised - - Forfeited (384,413 ) 4.88 Outstanding at March 31, 2023 24,218,892 $ 3.27 8.77 $ 359 Options exercisable at March 31, 2023 5,457,016 $ 4.03 6.49 $ 316 Vested and expected to vest at March 31, 2023 21,144,855 $ 3.30 8.67 $ 352 Restricted stock unit activity During the three months ended March 31, 2023, the Company did not grant any restricted stock unit (“RSU”) awards. Stock-based compensation related to RSU awards for the three months ended March 31, 2023 and 2022 was $1,629 and $(2,208), respectively. The $(2,208) cluded a reversal of stock-based compensation for the Company’s former Chief Executive Officer as the service condition of certain awards previously granted were not met. A summary of the RSU activity is presented in the table below: Number of Shares Underlying RSUs Weighted Average Grant- Date Fair Value Outstanding non-vested RSUs at December 31, 2022 2,018,449 $ 8.41 Granted - - Vested (1,552,583 ) 8.53 Forfeited - - Outstanding non-vested RSUs at March 31, 2023 465,866 $ 8.02 The Company’s stock-based compensation is allocated to the following operating expense categories as follows: Three months ended March 31, 2023 2022 Research and development $ 967 $ 1,192 Selling, general and administrative 2,941 (1,906 ) Total stock-based compensation $ 3,908 $ (714 )

NET LOSS PER SHARE

NET LOSS PER SHARE	3 Months Ended
	Mar. 31, 2023
NET LOSS PER SHARE [Abstract]
NET LOSS PER SHARE	10. NET LOSS PER SHARE Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all common share equivalents of the Company, including those presented in the table below, to the extent dilutive. Basic and diluted net loss per share was the same for each period presented as the inclusion of all common share equivalents would have been anti-dilutive. The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock: Three months ended March 31, 2023 2022 Numerator Net loss $ (23,611 ) $ (35,175 ) Numerator for basic and diluted EPS - loss attributable to common stockholders $ (23,611 ) $ (35,175 ) Denominator Common stock 140,280,332 138,619,929 Denominator for basic and diluted EPS - weighted-average common stock 140,280,332 138,619,929 Basic and diluted net loss per share $ (0.17 ) $ (0.25 ) Since the Company was in a net loss position for all periods presented, the basic net loss per shares calculation excludes preferred stock as it did not participate in net losses of the Company. Additionally, net loss per share attributable to Class A and Class B common stockholders was the same on a basic and diluted basis, as the inclusion of all potential common equivalent shares outstanding would have been anti-dilutive. Anti-dilutive common equivalent shares were as follows: Three months ended March 31, 2023 2022 Outstanding options to purchase common stock 24,218,892 11,365,205 Outstanding restricted stock units 465,866 2,311,634 Outstanding warrants 3,968,319 3,968,319 28,653,077 17,645,158

WARRANT LIABILITIES

WARRANT LIABILITIES	3 Months Ended
	Mar. 31, 2023
WARRANT LIABILITIES [Abstract]
WARRANT LIABILITIES	11. Public Warrants As of March 31, 2023 and December 31, 2022, there were an aggregate of 3,833,319 outstanding Public Warrants, which entitle the holder to acquire Class A common stock. Each whole warrant entitles the registered holder to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment as discussed below, beginning on September 9, 2021. The warrants will expire on June 10, 2026 or earlier upon redemption or liquidation. Redemptions At any time while the warrants are exercisable, the Company may redeem not less than all of the outstanding Public Warrants: ● ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and ● if, and only if, the closing price of the Company’s common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three If the foregoing conditions are satisfied and the Company issues a notice of redemption of the Public Warrants at $0.01 per warrant, each holder of Public Warrants will be entitled to exercise his, her or its Public Warrants prior to the scheduled redemption date. If the Company calls the Public Warrants for redemption for $0.01 as described above, the Company’s Board of Directors may elect to require any holder that wishes to exercise his, her or its Public Warrants to do so on a “cashless basis.” If the Company’s Board of Directors makes such election, all holders of Public Warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” ​over the exercise price of the warrants by (y) the “fair market value”. For purposes of the redemption provisions of the warrants, the “fair market value” means the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. The Company evaluated the Public Warrants under ASC 815-40, in conjunction with the SEC Division of Corporation Finance’s April 12, 2021 Public Statement, Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) Private Warrants As of March 31, 2023 and December 31, 2022, there were 135,000 Private Warrants outstanding. The Private Warrants are identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its permitted transferees, (i) the Private Warrants and the shares of Class A common stock issuable upon the exercise of the Private Warrants were not transferable, assignable or saleable until 30 days after the completion of the Business Combination, (ii) the Private Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and (iii) the Private Warrants are not subject to the Company’s redemption option at the price of $0.01 per warrant. The Private Warrants are subject to the Company’s redemption option at the price of $0.01 per warrant, provided that the other conditions of such redemption are met, as described above. If the Private Warrants are held by a holder other than the Sponsor or any of its permitted transferees, the Private Warrants will be redeemable by the Company in all redemption scenarios applicable to the Public Warrants and exercisable by such holders on the same basis as the Public Warrants. The Company evaluated the Private Warrants under ASC 815-40, in conjunction with the SEC Statement , The fair value of warrant liabilities was $605 and $996 as of March 31, 2023 and December 31, 2022, respectively. The Company recognized gains of $391 and $2,647 as a Change in fair value of warrant liabilities in the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2023 and 2022, respectively. There were no exercises or redemptions of the Public Warrants or Private Warrants during the three months ended March 31, 2023 or 2022.

INCOME TAXES

INCOME TAXES	3 Months Ended
	Mar. 31, 2023
INCOME TAXES [Abstract]
INCOME TAXES	12. INCOME TAXES Income taxes for the three months ended March 31, 2023 and 2022 are recorded at the Company’s estimated annual effective income tax rate, subject to adjustments for discrete events, if they occur. The Company’s estimated annual effective tax rate was 0.0% for the three months ended March 31, 2023 and 2022. The primary reconciling items between the federal statutory rate of 21.0% for these periods and the Company’s overall effective tax rate of 0.0% were related to the effects of deferred state income taxes, nondeductible stock-based compensation, changes in the fair value of warrant liabilities, research and development credits, and the valuation allowance recorded against the full amount of its net deferred tax assets. A valuation allowance is required when it is more likely than not that some portion or all of the Company’s deferred tax assets will not be realized. The realization of deferred tax assets depends on the generation of sufficient future taxable income during the period in which the Company’s related temporary differences become deductible. The Company has recorded a full valuation allowance against its net deferred tax assets as of March 31, 2023 and December 31, 2022 since management believes that based on the earnings history of the Company, it is more likely than not that the benefits of these assets will not be realized.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2023
RELATED PARTY TRANSACTIONS [Abstract]
RELATED PARTY TRANSACTIONS	13. RELATED PARTY TRANSACTIONS The Company utilizes and subleases office and laboratory space in a building owned by a related party. The Company paid $80 under month-to-month lease arrangements for this space for the three months ended March 31, 2023 and 2022, respectively. The Company was a party to an Amended and Restated Technology Services Agreement (the “ARTSA”), most recently amended on November 11, 2020, by and among 4Catalyzer Corporation (“4C”), the Company and other participant companies controlled by the Rothberg family. The Company entered into a First Addendum to the ARTSA on February 17, 2021 pursuant to which the Company agreed to terminate its participation under the ARTSA no later than immediately prior to the Effective Time of the Business Combination, resulting in the termination of the Company’s participation under the ARTSA on June 10, 2021. In connection with the termination of the Company’s participation under the ARTSA, the Company terminated its lease agreement with 4C and negotiated an arm’s length lease agreement. Under the ARTSA, the Company and the other participant companies had agreed to share certain non-core technologies, which means any technologies, information or equipment owned or otherwise controlled by the participant company that are not specifically related to the core business area of the participant and subject to certain restrictions on use. The ARTSA also provided for 4C to perform certain services for the Company and each other participant company such as monthly administrative, management and technical consulting services to the Company which were pre-funded approximately once per quarter. The Company incurred expenses of $ 126 210 under month-to-month sublease arrangements for office and laboratory spaces from 4C, during the three months ended March 31, 2023 and 2022, respectively. and $70, respectively eets . The amounts advanced and due from 4C at March 31, 2023 and December 31, 2022, related to operating expenses were $0 and $37, respectively, and are included in Prepaid expenses and other current assets on the condensed consolidated balance sheets The ARTSA also provided for the participant companies to provide other services to each other. The Company also had transactions with other entities under common ownership, which included payments made to third parties on behalf of the Company and payments made by the Company to third parties on behalf of the other entities. There were no amounts remaining payable to the Company or from the Company at March 31, 2023 and December 31, 2022. On September 20, 2021, the Company entered into a Binders Collaboration (the “Collaboration”) with Protein Evolution, Inc. (“PEI”) to develop technology and methods in the field of nanobodies and potentially other binders to produce novel biological reagents and related data. The Collaboration was made pursuant to and governed by the Technology and Services Exchange Agreement, effective as of June 10, 2021, by and among the Company and the participants named therein, including PEI. Dr. Rothberg serves as Chairman of the Board of Directors of PEI and the Rothberg family are controlling stockholders of PEI. Effective March 31, 2022, the Collaboration with PEI was terminated, and the Company paid a final payment of $1,135 under the Collaboration for all services rendered. Effective October 1, 2022, the Company entered into a Protein Engineering Collaboration (the “New Collaboration”) with PEI to develop technology and methods in the field of nanobodies and potentially other binders to produce novel biological reagents and related data. The New Collaboration was made pursuant to and governed by the Technology and Services Exchange Agreement, effective as of June 10, 2021, by and among the Company and the participants named therein, including PEI. Dr. Rothberg serves as Chairman of the Board of Directors of PEI and the Rothberg family are controlling stockholders of PEI. The Company incurred expenses of $73 during the three months ended March 31, 2023 related to the New Collaboration. The amounts advanced and due from PEI at March 31, 2023 and December 31, 2022 related to operating expenses were $118 and $45, respectively, and are included in Prepaid expenses and other current assets on the condensed consolidated balance sheets. Effective November 1, 2022, the Company entered into an Advisory Agreement with Dr. Rothberg (the “Advisory Agreement”), pursuant to which Dr. Rothberg serves as Chairman of the Board, advises the Chief Executive Officer and the Board on strategic matters, and provides consulting, business development and similar services on matters relating to our current, future and potential scientific and strategic initiatives and such other consulting services reasonably requested from time to time. Pursuant to the Advisory Agreement, as compensation for the services provided thereunder, in March 2023, the Company granted Dr. Rothberg an option to purchase 250,000 shares of Class A common stock pursuant to the 2021 Plan. In connection with the Advisory Agreement, Dr. Rothberg’s title was changed from Executive Chairman to Chairman of the Board. Dr. Rothberg also receives fees as the Company’s Chairman of the Board of Directors and a member of the Board and Nominating and Corporate Governance Committee. The Company paid $32 and $114 to Dr. Rothberg for the three months ended March 31, 2023 and 2022, respectively, for all services provided to the Company.

RESTRUCTURING

RESTRUCTURING	3 Months Ended
	Mar. 31, 2023
RESTRUCTURING [Abstract]
RESTRUCTURING	14. RESTRUCTURING During the quarter ended March 31, 2023, the Company committed to an organizational restructuring designed to decrease its costs and create a more streamlined organization to support its business. As a result, the Company terminated approximately 12% of its workforce, effective in the first quarter of 2023. The Company substantially completed the restructuring in the first quarter of 2023. During the three months ended March 31, 2023, the Company recognized $813 of restructuring costs primarily for cash severance costs and other severance benefits, which included $636 and $177 recognized in Research and development and in Selling, general and administrative, respectively, in the condensed consolidated statements of operations and comprehensive loss. As of March 31, 2023, the Company recorded $129 of a restructuring liability, which is included in Accrued expenses and other current liabilities in the condensed consolidated balance sheets.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2023
COMMITMENTS AND CONTINGENCIES [Abstract]
COMMITMENTS AND CONTINGENCIES	15. COMMITMENTS AND CONTINGENCIES Commitments Licenses related to certain intellectual property: The Company licenses certain intellectual property, some of which may be utilized in its future product offering. To preserve the right to use such intellectual property, the Company is required to make annual minimum fixed payments totaling $211. The Company commercialized its Platinum TM Other commitments: The Company sponsors a 401(k) defined contribution plan covering all eligible U.S. employees. Contributions to the 401(k) plan are discretionary. The Company did not make any matching contributions to the 401(k) plan for the three months ended March 31, 2023 and 2022. Contingencies The Company is subject to claims in the ordinary course of business; however, the Company is not currently a party to any pending or threatened litigation, the outcome of which would be expected to have a material adverse effect on its financial condition, results of operations, or cash flows. The Company accrues contingent liabilities to the extent that the liability is probable and estimable. The Company enters into agreements that contain indemnification provisions with other parties in the ordinary course of business, including business partners, investors, contractors, and the Company’s officers, directors and certain employees. The Company has agreed to indemnify and defend the indemnified party claims and related losses suffered or incurred by the indemnified party from actual or threatened third-party claims because of the Company’s activities or non-compliance with certain representations and warranties made by the Company. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in any particular case. To date, losses recorded in the Company’s condensed consolidated statements of operations and comprehensive loss in connection with the indemnification provisions have not been material. Other Delaware Section 205 Petition: On June 9, 2021, HighCape held a special meeting of stockholders (the “Special Meeting”) to approve certain matters relating to the Business Combination. Among these matters was a proposal to amend HighCape’s then effective Amended and Restated Certificate of Incorporation, to, among other things, (i) increase the total number of authorized shares of Class A common stock from 380,000,000 shares to 600,000,000 shares and (ii) opt out of the separate class voting requirements of Section 242(b)(2) of the Delaware General Corporation Law (the “DGCL”), providing that future increases or decreases to the authorized shares of the Company would not require a separate vote of the applicable class (collectively, the “Charter Amendments”). The Charter Amendments were approved by a majority of the shares of the Company’s Class A common stock and Class B common stock that were outstanding as of the record date for the Special Meeting, voting together as a single class. At the Special Meeting, the stockholders also voted to approve the Business Combination and, on that same date, the Company filed its Second Amended and Restated Certificate of Incorporation with the Office of the Secretary of State of the State of Delaware. A recent ruling by the Court of Chancery in December 2022 introduced uncertainty as to whether Section 242(b)(2) of the DGCL would have required the Charter Amendments to be approved by a separate vote of the majority of the Company’s then-outstanding shares of Class A common stock, voting as a single class. The Company had been proceeding with the understanding that the Charter Amendments and Second Amended and Restated Certificate of Incorporation are valid. To resolve potential uncertainty with respect to the Company’s capital structure, and consistent with the approach taken by other similarly situated companies, on February 28, 2023, the Company filed a petition (the “Petition”) in the Court of Chancery pursuant to Section 205 of the DGCL seeking an order: (i) validating the Charter Amendments and the effectiveness of its Second Amended and Restated Certificate of Incorporation implementing the Charter Amendments, retroactive to the date of its original filing, and all amendments effected thereby, and (ii) validating and declaring effective any securities issued in reliance on the validity of the Second Amended and Restated Certificate of Incorporation, effective as of the original date of issuance of such securities. Section 205 of the DGCL permits the Court of Chancery, in its discretion, to ratify and validate potentially defective corporate acts after considering a variety of factors. On March 14, 2023, the Court of Chancery approved the Company’s request for relief and entered an order under Section 205 of the DGCL (i) declaring the Company’s Second Amended and Restated Certificate of Incorporation, including the filing and effectiveness thereof, as validated and effective retroactive to the date of its filing with the Office of the Secretary of State of the State of Delaware on June 10, 2021, and all amendments effected thereby and (ii) ordering that the Company’s securities (and the issuance of the securities) described in the Petition and any other securities issued in reliance on the validity of the Second Amended and Restated Certificate of Incorporation are validated and declared effective, each as of the original issuance dates.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. All intercompany transactions are eliminated. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The condensed consolidated balance sheet as of December 31, 2022 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including certain notes required by U.S. GAAP, on an annual reporting basis. In the opinion of management, the accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods. The results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for any subsequent quarter, the year ending December 31, 2023, or any other period. Except for revenue, inventory and capitalized software development costs discussed elsewhere in this note, there have been no material changes to the Company’s significant accounting policies as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents and marketable securities. As of March 31, 2023 and December 31, 2022, substantially all of the Company’s marketable securities were invested in fixed income mutual funds at one financial institution. T
Reclassifications	Reclassifications Certain prior year amounts have been reclassified for consistency with the current year’s presentation.
Use of Estimates	Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions about future events that affect the amounts reported in its condensed consolidated financial statements and accompanying notes. Future events and their effects cannot be determined with certainty. On an ongoing basis, management evaluates these estimates and assumptions. Significant estimates and assumptions include: ● valuation allowance with respect to deferred tax assets; ● assumptions used for leases; ● valuation of warrant liabilities; and ● assumptions underlying the fair value used in the calculation of the stock-based compensation. The Company bases these estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s condensed consolidated financial statements.
Investments in Marketable Securities	Investments in Marketable Securities The Company’s investments in marketable securities are classified as trading securities and consist of ownership interests in fixed income mutual funds. The securities are stated at fair value, as determined by quoted market prices. As the securities have readily determinable fair value, unrealized gains and losses are reported as Other income (expense), net on the condensed consolidated statements of operations and comprehensive loss. Subsequent gains or losses realized upon redemption or sale of these securities are also recorded as Other income (expense), net on the condensed consolidated statements of operations and comprehensive loss. Dividends on marketable securities are recognized as income when declared. The Company considers all of its investments in marketable securities as available for use in current operations and therefore classifies these securities within current assets on the condensed consolidated balance sheets. For the three months ended March 31, 2023 and 2022, the Company reported unrealized gains of $5,110 and unrealized losses of $11,511, respectively, related to securities held as of March 31, 2023 and 2022. Realized losses related to securities that matured or were sold during the three months ended March 31, 2023 and 2022 were $2,168 and $50, respectively. For the three months ended March 31, 2023 and 2022, the Company recognized $2,219 and $855, respectively, in dividend income from marketable securities.
Accounts Receivable, Net	Accounts Receivable, Net Accounts receivable, net is stated as the amount the Company expects to collect. The Company maintains an allowance for estimated credit losses resulting from the inability of its customers to make required payments. As of March 31, 2023, the allowance for estimated credit losses was $0.
Inventory, Net	Inventory, Net The Company’s inventory consists of raw materials, work in process and finished goods produced internally and at third-party manufacturers. Inventory is valued at the lower of actual cost (“first-in, first-out”) or market. Inventory values include not only standard costs, but also certain manufacturing variances and other product related costs incurred in producing or procuring the inventory on hand. Inventory includes allowances for: obsolescence; expired inventory; standard cost revisions; and lower of cost or market adjustments. The Company writes down specifically identified unusable, obsolete, or known unsalable inventory in the period that it is first recognized by using several factors including product expiration dates, open and unfulfilled orders and sales forecasts. Any write-down of its inventory to net realizable value establishes a new cost basis that will be maintained even if certain circumstances suggest that the inventory is recoverable in subsequent periods. Costs associated with the write-down of inventory will be recorded in Cost of revenue on the Company’s condensed consolidated statements of operations and comprehensive loss. As of March 31, 2023, the inventory reserves was $0.
Cost of Revenue	Cost of Revenue Cost of revenue primarily consists of product and service costs including material costs, personnel costs and benefits, inbound and outbound freight, packaging, warranty replacement costs, facilities costs, depreciation and amortization expense, and inventory obsolescence and write-offs.
Warranty	Warranty The Company offers a free 12-month warranty to customers with the initial purchase of a Platinum™ instrument. The cost of the warranty is accrued upon the initial purchase of an instrument in Accrued expenses and other current liabilities on the condensed consolidated balance sheets.
Leases	Leases At inception, the Company determines if an arrangement is a lease in accordance with Accounting Standards Update (“ASU”) 2016-02, Leases The Company’s leases generally do not have a readily determinable implicit discount rate. As such, the Company uses an incremental borrowing rate based on the information available at the lease commencement date to determine the present value of the lease payments. The Company’s incremental borrowing rate is the estimated rate that would be required to pay for a collateralized borrowing equal to the total lease payment over the lease term. The Company measures ROU assets based on the corresponding lease liability adjusted for (i) payments made to the lessor at or before the commencement date, (ii) initial direct costs incurred and (iii) tenant incentives under the lease. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term for operating leases. Finance leases will result in a front-loaded expense pattern. With respect to finance leases, amortization of the ROU asset is presented separately from interest expense related to the finance lease liability. In addition, the Company does not have significant residual value guarantees or restrictive covenants in the lease portfolio. Certain of the Company’s lease agreements contain tenant improvement incentives and allowances, rent holidays, or rent escalation clauses. For tenant improvement incentives, if the incentive is determined to be a leasehold improvement owned by the lessee and the Company is reasonably certain to use the incentive, the Company generally records the incentive as a reduction to the fixed lease payments liability as a reduction to lease cost. Reimbursable construction costs incurred are recorded as leasehold improvements and are amortized over the term of the lease. For rent holidays and rent escalation clauses during the lease term, the Company records rental expense on a straight-line basis over the term of the lease. For these lease incentives, the Company uses the date of initial possession as the commencement date, which is generally when the Company is given the right of access to the space and begins to make improvements in preparation for intended use. The Company expenses monthly rental payments as incurred in Cost of revenue, Research and development and Selling, general and administrative in the condensed consolidated statements of operations and comprehensive loss. The Company’s lease agreements contain variable lease costs for common area maintenance, utilities, taxes and insurance, which are expensed as incurred.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment when the Company determines a triggering event has occurred. When a triggering event has occurred, each impairment test is based on a comparison of the future expected undiscounted cash flow to the recorded value of the asset. If the recorded value of the asset is less than the undiscounted cash flow, the asset is written down to its estimated fair value. No impairments were recorded for the three months ended March 31, 2023 or 2022.
Capitalized Software Development Costs	Capitalized Software Development Costs The Company capitalizes certain internal use software development costs related to its SaaS platform incurred during the application development stage when management with the relevant authority authorizes and commits to the funding of the project, it is probable that the project will be completed, and the software will be used as intended. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable that the expenditures will result in additional functionality. Costs related to preliminary project activities and to post-implementation activities are expensed as incurred. Internal use software is amortized on a straight-line basis over its estimated useful life, which is generally two years. 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 the assets. Capitalized costs are recorded as Internally developed software in the condensed consolidated balance sheets. Amortization expense related to Internally developed software is expected to be $333 for the remainder of the year ending December 31, 2023 and $ 2024
Revenue Recognition	Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers.” Revenue is recognized when or as a customer obtains control of the promised goods and services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for these goods and services. To achieve this core principle, the Company applies the following five steps: ● Step 1: Identify Contracts with Customers: The Company’s customers submit a purchase order in accordance with the Company’s terms and conditions of sale. The purchase order specifies the goods or services that the customer wishes to purchase from the Company. The five specific criteria for accounting for a contract under ASC 606 are: a. Contract approval and commitment of parties: Customer submits a purchase order (“PO”) and the Company accepts. b. Identification of rights and obligations: PO is compared to terms and conditions to ensure alignment. c. Identification of payment terms: e.g. Net 30. d. Commercial substance: Evidenced by fees exchanged for goods and services. e. Collectability is probable: Credit check measures performed before PO is accepted. ● Step 2: Identify Performance Obligations: ● Step 3: Determine Transaction Price: ● Step 4: Allocate Transaction Price to Performance Obligations: The Company allocates transaction price to the performance obligations in a contract with a customer, based on the relative standalone selling price of each performance obligation . The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information and specific factors such as competitive positioning, internal costs, profit objectives, and internally approved pricing guidelines related to the performance obligation. The Company currently generates its revenue from products and services. ● Step 5: Recognize Revenue as Performance Obligations are Satisfied: as Product revenue in the condensed consolidated statements of operations and comprehensive loss
Deferred Revenue	Deferred Revenue Deferred revenue primarily consists of billings and payments received in advance of revenue recognitio n from service maintenance contracts effective after the first year and cloud subscription access,
Warrant Liabilities	Warrant Liabilities The Company’s outstanding warrants include publicly-traded warrants (the “Public Warrants”) which were issued as one-third Derivatives and Hedging-Contracts in Entity’s Own Equity
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements Accounting pronouncements issued but not yet adopted No new accounting pronouncement issued or effective during the ended had, or is expected to have, a material impact on the Company’s condensed consolidated financial statements.

ACQUISITION (Tables)

ACQUISITION (Tables)	3 Months Ended
	Mar. 31, 2023
ACQUISITION [Abstract]
Purchase Price Allocation for Majelac Technologies LLC	The following table summarizes the final purchase price allocation at the Majelac Closing Date as follows: Purchase Price Allocation Prepaid expenses and other current assets $ 27 Property and equipment, net 906 Goodwill 9,483 Total $ 10,416

FAIR VALUE OF FINANCIAL INSTR_2

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)	3 Months Ended
	Mar. 31, 2023
FAIR VALUE OF FINANCIAL INSTRUMENTS [Abstract]
Assets and Liabilities Measured at Fair Value on Recurring Basis	The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy: Fair Value Measurement Level Total Level 1 Level 2 Level 3 March 31 2023 Assets: Cash and cash equivalents - Money Market $ 79,798 $ 79,798 $ - $ - Marketable securities 240,432 240,432 - - Total assets at fair value on a recurring basis $ 320,230 $ 320,230 $ - $ - Liabilities: Public Warrants $ 575 $ 575 $ - $ - Private Warrants 30 - - 30 Total liabilities at fair value on a recurring basis $ 605 $ 575 $ - $ 30 Fair Value Measurement Level Total Level 1 Level 2 Level 3 December 31, 2022 Assets: Cash and cash equivalents - Money Market $ 83,079 $ 83,079 $ - $ - Marketable securities 266,990 266,990 - - Total assets at fair value on a recurring basis $ 350,069 $ 350,069 $ - $ - Liabilities: Public Warrants $ 958 $ 958 $ - $ - Private Warrants 38 - - 38 Total liabilities at fair value on a recurring basis $ 996 $ 958 $ - $ 38

PROPERTY AND EQUIPMENT, NET (Ta

PROPERTY AND EQUIPMENT, NET (Tables)	3 Months Ended
	Mar. 31, 2023
PROPERTY AND EQUIPMENT, NET [Abstract]
Property and Equipment, Net	Property and equipment, net, are recorded at historical cost and consist of the following: March 31, December 31, Laboratory and production equipment $ 14,656 $ 14,031 Computer equipment 1,146 1,073 Software 188 188 Furniture and fixtures 218 218 Leasehold improvements 1,333 1,308 Construction in process 7,663 6,234 Property and equipment, gross 25,204 23,052 Less: Accumulated depreciation and amortization (7,001 ) (6,203 ) Property and equipment, net $ 18,203 $ 16,849

ACCRUED EXPENSES AND OTHER CU_2

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables)	3 Months Ended
	Mar. 31, 2023
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES [Abstract]
Accrued Expenses and Other Current Liabilities	Accrued expenses and other current liabilities consist of the following: March 31, December 31, Employee compensation and benefits $ 2,828 $ 5,548 Contracted services 1,918 3,616 Business acquisition costs and contingencies 377 343 Legal fees 875 839 Other 35 88 Total accrued expenses and other current liabilities $ 6,033 $ 10,434

LEASES (Tables)

LEASES (Tables)	3 Months Ended
	Mar. 31, 2023
LEASES [Abstract]
Lease-Related Costs	Lease-related costs for the three months ended March 31, 2023 and 2022 are as follows: Three months ended March 31, 2023 2022 Operating lease cost $ 853 $ 725 Short-term lease cost 129 104 Variable lease cost 394 286 Total lease cost $ 1,376 $ 1,115
Other Information Related to Leases	Other information related to operating leases as of March 31, 2023 and December 31, 2022 is as follows: March 31, December 31, 2023 2022 Weighted-average remaining lease term (years) 7.1 7.3 Weighted-average discount rate 7.9 % 7.9 % The following table provides certain cash flow and supplemental cash flow information related to the Company’s lease liabilities for the three months ended March 31, 2023 and 2022: Three months ended March 31, 2023 2022 Operating cash paid to settle operating lease liabilities $ 1,059 $ 310 Right-of-use assets obtained in exchange for lease liabilities $ - $ 8,490
Future Minimum Lease Payments Under Non-Cancellable Leases	Future minimum lease payments under non-cancellable leases as of March 31, 2023 are as follows: Operating Leases Remainder of 2023 $ 3,225 2024 4,394 2025 4,507 2026 4,590 2027 4,554 Thereafter 12,811 Total undiscounted lease payments $ 34,081 Less: Imputed interest 8,274 Less: Lease incentives (1) 9,104 Total lease liabilities $ 16,703 (1) Includes lease incentives that may be realized in 2023 for the costs of leasehold improvements.

EQUITY INCENTIVE PLAN (Tables)

EQUITY INCENTIVE PLAN (Tables)	3 Months Ended
	Mar. 31, 2023
EQUITY INCENTIVE PLAN [Abstract]
Stock Option Activity	A summary of the stock option activity is presented in the table below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2022 19,427,755 $ 3.69 8.68 $ 378 Granted 5,175,550 1.82 Exercised - - Forfeited (384,413 ) 4.88 Outstanding at March 31, 2023 24,218,892 $ 3.27 8.77 $ 359 Options exercisable at March 31, 2023 5,457,016 $ 4.03 6.49 $ 316 Vested and expected to vest at March 31, 2023 21,144,855 $ 3.30 8.67 $ 352
RSU Activity	A summary of the RSU activity is presented in the table below: Number of Shares Underlying RSUs Weighted Average Grant- Date Fair Value Outstanding non-vested RSUs at December 31, 2022 2,018,449 $ 8.41 Granted - - Vested (1,552,583 ) 8.53 Forfeited - - Outstanding non-vested RSUs at March 31, 2023 465,866 $ 8.02
Stock-Based Compensation	The Company’s stock-based compensation is allocated to the following operating expense categories as follows: Three months ended March 31, 2023 2022 Research and development $ 967 $ 1,192 Selling, general and administrative 2,941 (1,906 ) Total stock-based compensation $ 3,908 $ (714 )

NET LOSS PER SHARE (Tables)

NET LOSS PER SHARE (Tables)	3 Months Ended
	Mar. 31, 2023
NET LOSS PER SHARE [Abstract]
Basic and Diluted Net Loss Per Share	The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock: Three months ended March 31, 2023 2022 Numerator Net loss $ (23,611 ) $ (35,175 ) Numerator for basic and diluted EPS - loss attributable to common stockholders $ (23,611 ) $ (35,175 ) Denominator Common stock 140,280,332 138,619,929 Denominator for basic and diluted EPS - weighted-average common stock 140,280,332 138,619,929 Basic and diluted net loss per share $ (0.17 ) $ (0.25 )
Anti-Dilutive Common Equivalent Shares	Anti-dilutive common equivalent shares were as follows: Three months ended March 31, 2023 2022 Outstanding options to purchase common stock 24,218,892 11,365,205 Outstanding restricted stock units 465,866 2,311,634 Outstanding warrants 3,968,319 3,968,319 28,653,077 17,645,158

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Sep. 09, 2020
Investments in Marketable Securities [Abstract]
Unrealized gains (losses) on marketable securities	$ 5,110	$ (11,511)
Realized losses on marketable securities	(2,168)	(50)
Dividend income from marketable securities	2,219	855
Accounts Receivable, Net [Abstract]
Allowance for estimated credit losses	0
Inventory, Net [Abstract]
Inventory reserves	$ 0
Warranty [Abstract]
Warranty period	12 months
Impairment of Long-Lived Assets [Abstract]
Impairments	$ 0	$ 0
Capitalized Software Development Costs [Abstract]
Estimated useful life	2 years
Amortization expense, remainder of year ended December 31, 2023	$ 333
Amortization expense, year ended December 31, 2024	443
Amortization expense, year ended December 31, 2025	$ 111
Warrant Liabilities [Abstract]
Number of warrants issued per unit issued during IPO (in shares)			0.33

ACQUISITION (Details)

ACQUISITION (Details) - Majelac [Member] $ in Thousands			3 Months Ended
	May 04, 2022 USD ($) Milestone	Nov. 05, 2021 USD ($) Milestone shares	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Mar. 31, 2022 USD ($)
Acquisition [Abstract]
Cash paid for acquisition	$ 900	$ 4,632
Reimbursement for certain recently purchased equipment		$ 132
Shares issued (in shares) | shares		535,715
Shares issued		$ 4,232
Additional shares to be issued to satisfy unresolved claims for indemnification (in shares) | shares		59,523
Additional shares to be issued to satisfy unresolved claims for indemnification		$ 471
Period to issue additional shares after Closing Date			12 months
Legal fees assumed		50
Cash held back		500
Period to hold cash back			6 months
Additional milestone-based consideration		800
Fair value of additional milestone-based consideration		531
Payment of additional purchase price consideration	500
Payment of additional milestone-based consideration for first of two milestones	$ 400
Fair value of additional milestone-based consideration for first of two milestones		$ 348
Number of milestones met | Milestone	1
Number of milestones to be met | Milestone		2
Purchase Price Allocation [Abstract]
Prepaid expenses and other current assets		$ 27
Property and equipment, net		906
Goodwill		9,483
Total		$ 10,416
Amortization period for goodwill for tax purposes			15 years
Goodwill impairment				$ 9,483
Acquisition-related costs			$ 0		$ 25

REVENUE RECOGNITION (Details)

REVENUE RECOGNITION (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Deferred Revenue [Abstract]
Deferred revenue		$ 73
Revenue recognized that was included in balance of deferred revenue	$ 69
Transaction Price Allocated to Remaining Performance Obligations [Abstract]
Remaining performance obligation	41
Accrued Expenses and Other Current Liabilities [Member]
Transaction Price Allocated to Remaining Performance Obligations [Abstract]
Remaining performance obligation	17
Other Long-Term Liabilities [Member]
Transaction Price Allocated to Remaining Performance Obligations [Abstract]
Remaining performance obligation	$ 24
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01
Transaction Price Allocated to Remaining Performance Obligations [Abstract]
Remaining performance obligation, percentage to be recognized	30%
Remaining performance obligation, expected timing of satisfaction	9 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Transaction Price Allocated to Remaining Performance Obligations [Abstract]
Remaining performance obligation, percentage to be recognized	70%
Remaining performance obligation, expected timing of satisfaction

FAIR VALUE OF FINANCIAL INSTR_3

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($) $ / shares	Dec. 31, 2022 USD ($) $ / shares
Fair Value Asset Transfers [Abstract]
Transfers into Level 3	$ 0
Transfers out of Level 3	0
Fair Value Liability Transfers [Abstract]
Transfers into Level 3	0
Transfers out of Level 3	0
Assets [Abstract]
Marketable securities	240,432	$ 266,990
Liabilities [Abstract]
Warrants	605	996
Recurring [Member]
Assets [Abstract]
Cash and cash equivalents - Money Market	79,798	83,079
Marketable securities	240,432	266,990
Total assets	320,230	350,069
Liabilities [Abstract]
Total liabilities	605	996
Recurring [Member] | Level 1 [Member]
Assets [Abstract]
Cash and cash equivalents - Money Market	79,798	83,079
Marketable securities	240,432	266,990
Total assets	320,230	350,069
Liabilities [Abstract]
Total liabilities	575	958
Recurring [Member] | Level 2 [Member]
Assets [Abstract]
Cash and cash equivalents - Money Market	0	0
Marketable securities	0	0
Total assets	0	0
Liabilities [Abstract]
Total liabilities	0	0
Recurring [Member] | Level 3 [Member]
Assets [Abstract]
Cash and cash equivalents - Money Market	0	0
Marketable securities	0	0
Total assets	0	0
Liabilities [Abstract]
Total liabilities	30	38
Recurring [Member] | Public Warrants [Member]
Liabilities [Abstract]
Warrants	575	958
Recurring [Member] | Public Warrants [Member] | Level 1 [Member]
Liabilities [Abstract]
Warrants	575	958
Recurring [Member] | Public Warrants [Member] | Level 2 [Member]
Liabilities [Abstract]
Warrants	0	0
Recurring [Member] | Public Warrants [Member] | Level 3 [Member]
Liabilities [Abstract]
Warrants	0	0
Recurring [Member] | Private Warrants [Member]
Liabilities [Abstract]
Warrants	30	38
Recurring [Member] | Private Warrants [Member] | Level 1 [Member]
Liabilities [Abstract]
Warrants	0	0
Recurring [Member] | Private Warrants [Member] | Level 2 [Member]
Liabilities [Abstract]
Warrants	0	0
Recurring [Member] | Private Warrants [Member] | Level 3 [Member]
Liabilities [Abstract]
Warrants	$ 30	$ 38
Warrants [Member] | Private Warrants [Member] | Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0.758	0.751
Warrants [Member] | Private Warrants [Member] | Risk-Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0.038	0.041
Warrants [Member] | Private Warrants [Member] | Strike Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input | $ / shares	11.5	11.5
Warrants [Member] | Private Warrants [Member] | Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input | $ / shares	1.76	1.83
Warrants [Member] | Private Warrants [Member] | Expected Life [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants term	3 years 2 months 12 days	3 years 4 months 24 days

PROPERTY AND EQUIPMENT, NET (De

PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Property and Equipment, Net [Abstract]
Property and equipment	$ 25,204		$ 23,052
Less: Accumulated depreciation and amortization	(7,001)		(6,203)
Property and equipment, net	18,203		16,849
Depreciation and amortization expense	803	$ 452
Loss on disposal of fixed assets	(3)	$ 0
Laboratory and Production Equipment [Member]
Property and Equipment, Net [Abstract]
Property and equipment	14,656		14,031
Computer Equipment [Member]
Property and Equipment, Net [Abstract]
Property and equipment	1,146		1,073
Software [Member]
Property and Equipment, Net [Abstract]
Property and equipment	188		188
Furniture and Fixtures [Member]
Property and Equipment, Net [Abstract]
Property and equipment	218		218
Leasehold Improvements [Member]
Property and Equipment, Net [Abstract]
Property and equipment	1,333		1,308
Construction in Process [Member]
Property and Equipment, Net [Abstract]
Property and equipment	7,663		$ 6,234
Disposals of Property and Equipment [Member]
Property and Equipment, Net [Abstract]
Property and equipment	8
Less: Accumulated depreciation and amortization	$ (5)

ACCRUED EXPENSES AND OTHER CU_3

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Accounts Expenses and Other Current Liabilities [Abstract]
Employee compensation and benefits	$ 2,828	$ 5,548
Contracted services	1,918	3,616
Business acquisition costs and contingencies	377	343
Legal fees	875	839
Other	35	88
Total accrued expenses and other current liabilities	$ 6,033	$ 10,434

LEASES, Lease Terms (Details)

LEASES, Lease Terms (Details)	Mar. 31, 2023
Minimum [Member]
Operating Lease, Description [Abstract]
Lease term	1 year
Renewal term	1 year
Maximum [Member]
Operating Lease, Description [Abstract]
Lease term	10 years
Renewal term	10 years

LEASES, Lease-Related Costs (De

LEASES, Lease-Related Costs (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Lease-Related Costs [Abstract]
Operating lease cost	$ 853	$ 725
Short-term lease cost	129	104
Variable lease cost	394	286
Total lease cost	$ 1,376	$ 1,115

LEASES, Other Information Relat

LEASES, Other Information Related to Operating Leases (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Weighted Average Remaining Term and Discount Rate [Abstract]
Weighted-average remaining lease term	7 years 1 month 6 days		7 years 3 months 18 days
Weighted-average discount rate	7.90%		7.90%
Cash Flow and Supplemental Noncash Information [Abstract]
Operating cash paid to settle operating lease liabilities	$ 1,059	$ 310
Right-of-use assets obtained in exchange for lease liabilities	$ 0	$ 8,490

LEASES, Future Minimum Lease Pa

LEASES, Future Minimum Lease Payments Under Non-Cancellable Leases (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Future Minimum Lease Payments [Abstract]
Remainder of 2023	$ 3,225
2024	4,394
2025	4,507
2026	4,590
2027	4,554
Thereafter	12,811
Total undiscounted lease payments	34,081
Less: Imputed interest	8,274
Less: Lease incentives	9,104	[1]
Total lease liabilities	$ 16,703
[1]Includes lease incentives that may be realized in 2023 for the costs of leasehold improvements.

LEASES, New Haven, Connecticut

LEASES, New Haven, Connecticut (Details) $ in Thousands	Mar. 31, 2023 USD ($) ft²
Leases [Abstract]
Lease incentives	$ 9,104	[1]
Space Located in New Haven, Connecticut [Member]
Leases [Abstract]
Lease term	10 years
Area of leased space | ft²	67,000
Lease incentives	$ 9,104
Leasehold improvements	$ 1,100
[1]Includes lease incentives that may be realized in 2023 for the costs of leasehold improvements.

EQUITY INCENTIVE PLAN, Stock Op

EQUITY INCENTIVE PLAN, Stock Option Activity (Details) $ / shares in Units, $ in Thousands		3 Months Ended		12 Months Ended
	Nov. 09, 2022 Grant shares	Mar. 31, 2023 USD ($) $ / shares shares	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($) $ / shares shares
Chief Executive Officer [Member]
Stock Option Activity [Abstract]
Number of grants | Grant	2
2021 Plan [Member]
Stock Option Activity [Abstract]
Shares available for issuance (in shares)		9,940,335		9,133,702
Awarded November 9, 2022 [Member] | Chief Executive Officer [Member]
Number of Options [Roll Forward]
Granted (in shares)	2,780,000
Grant 1 Awarded November 9, 2022 [Member] | Chief Executive Officer [Member]
Number of Options [Roll Forward]
Granted (in shares)	1,390,000
Grant 2 Awarded November 9, 2022 [Member] | Chief Executive Officer [Member]
Number of Options [Roll Forward]
Granted (in shares)	1,390,000
Stock Options [Member]
Stock Option Activity [Abstract]
Stock-based compensation | $		$ 2,279	$ 1,494
Number of Options [Roll Forward]
Outstanding, beginning balance (in shares)		19,427,755
Granted (in shares)		5,175,550
Exercised (in shares)		0
Forfeited (in shares)		(384,413)
Outstanding, ending balance (in shares)		24,218,892		19,427,755
Options exercisable (in shares)		5,457,016
Vested and expected to vest (in shares)		21,144,855
Weighted Average Exercise Price [Roll Forward]
Outstanding, beginning balance (in dollars per share) | $ / shares		$ 3.69
Granted (in dollars per share) | $ / shares		1.82
Exercised (in dollars per share) | $ / shares		0
Forfeited (in dollars per share) | $ / shares		4.88
Outstanding, ending balance (in dollars per share) | $ / shares		3.27		$ 3.69
Options exercisable (in dollars per share) | $ / shares		4.03
Vested and expected to vest (in dollars per share) | $ / shares		$ 3.3
Weighted Average Remaining Contractual Term and Aggregate Intrinsic Value [Abstract]
Weighted average remaining contractual term, outstanding		8 years 9 months 7 days		8 years 8 months 4 days
Weighted average remaining contractual term, options exercisable		6 years 5 months 26 days
Weighted average remaining contractual term, vested and expected to vest		8 years 8 months 1 day
Aggregate intrinsic value, outstanding, beginning balance | $		$ 378
Aggregate intrinsic value, outstanding, ending balance | $		359		$ 378
Aggregate intrinsic value, options exercisable | $		316
Aggregate intrinsic value, vested and expected to vest | $		$ 352

EQUITY INCENTIVE PLAN, Restrict

EQUITY INCENTIVE PLAN, Restricted Stock Unit Activity (Details) - RSU Awards [Member] - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
RSU Activity [Abstract]
Stock-based compensation	$ 1,629	$ (2,208)
Number of Shares Underlying RSUs [Roll Forward]
Outstanding non-vested RSUs, beginning balance (in shares)	2,018,449
Granted (in shares)	0
Vested (in shares)	(1,552,583)
Forfeited (in shares)	0
Outstanding non-vested RSUs, ending balance (in shares)	465,866
Weighted Average Grant-Date Fair Value [Abstract]
Outstanding non-vested RSUs, beginning balance (in dollars per share)	$ 8.41
Granted (in dollars per share)	0
Vested (in dollars per share)	8.53
Forfeited (in dollars per share)	0
Outstanding non-vested RSUs, ending balance (in dollars per share)	$ 8.02
Chief Executive Officer [Member]
RSU Activity [Abstract]
Stock-based compensation	$ (2,208)

EQUITY INCENTIVE PLAN, Stock-Ba

EQUITY INCENTIVE PLAN, Stock-Based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Stock-Based Compensation [Abstract]
Stock-based compensation	$ 3,908	$ (714)
Research and Development [Member]
Stock-Based Compensation [Abstract]
Stock-based compensation	967	1,192
Selling, General and Administrative [Member]
Stock-Based Compensation [Abstract]
Stock-based compensation	$ 2,941	$ (1,906)

NET LOSS PER SHARE (Details)

NET LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Numerator [Abstract]
Net loss	$ (23,611)	$ (35,175)
Numerator for basic EPS - loss attributable to common stockholders	(23,611)	(35,175)
Numerator for diluted EPS - loss attributable to common stockholders	$ (23,611)	$ (35,175)
Denominator [Abstract]
Common stock (in shares)	140,280,332	138,619,929
Denominator for basic EPS - weighted-average common stock (in shares)	140,280,332	138,619,929
Denominator for diluted EPS - weighted-average common stock (in shares)	140,280,332	138,619,929
Basic net loss per share (in dollars per share)	$ (0.17)	$ (0.25)
Diluted net loss per share (in dollars per share)	$ (0.17)	$ (0.25)
Net Loss per Share [Abstract]
Anti-dilutive common equivalent shares (in shares)	28,653,077	17,645,158
Outstanding Options to Purchase Common Stock [Member]
Net Loss per Share [Abstract]
Anti-dilutive common equivalent shares (in shares)	24,218,892	11,365,205
Outstanding Restricted Stock Units [Member]
Net Loss per Share [Abstract]
Anti-dilutive common equivalent shares (in shares)	465,866	2,311,634
Outstanding Warrants [Member]
Net Loss per Share [Abstract]
Anti-dilutive common equivalent shares (in shares)	3,968,319	3,968,319

WARRANT LIABILITIES (Details)

WARRANT LIABILITIES (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Warrants [Abstract]
Fair value of warrant liabilities	$ 605		$ 996
Change in fair value of warrant liabilities	$ 391	$ 2,647
Public Warrants [Member]
Warrants [Abstract]
Warrants outstanding (in shares)	3,833,319		3,833,319
Number of shares of Class A common stock to be issued upon exercise of warrant (in shares)	1		1
Exercise price of warrant (in dollars per share)	$ 11.5		$ 11.5
Warrant redemption price (in dollars per share)	$ 0.01
Notice period to redeem warrants	30 days
Share price (in dollars per share)	$ 18
Threshold trading days	20 days
Threshold consecutive trading days	30 days
Period prior to notice of redemption	3 days
Trading day period to calculate fair market value over exercise price of warrants	10 days
Beneficial ownership percentage	50%
Warrants exercised (in shares)	0	0
Warrants redeemed (in shares)	0	0
Private Warrants [Member]
Warrants [Abstract]
Warrants outstanding (in shares)	135,000		135,000
Warrant redemption price (in dollars per share)	$ 0.01
Limitation period to transfer, assign or sell warrants	30 days
Warrants exercised (in shares)	0	0
Warrants redeemed (in shares)	0	0

INCOME TAXES (Details)

INCOME TAXES (Details)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
INCOME TAXES [Abstract]
Estimated annual effective tax rate	0%	0%
Federal statutory rate	21%	21%

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Related Party [Member] | Leasing of Office and Laboratory Space [Member]
Related Party Transactions [Abstract]
Payments to related party		$ 80	$ 80
4C [Member] | Monthly Services Under Amended and Restated Technology Services Agreement [Member]
Related Party Transactions [Abstract]
Related party expenses		126	210
4C [Member] | Monthly Services Under Amended and Restated Technology Services Agreement [Member] | Accrued Expenses and Other Current Liabilities [Member]
Related Party Transactions [Abstract]
Due to related parties	$ 56	56		$ 70
4C [Member] | Monthly Services Under Amended and Restated Technology Services Agreement [Member] | Prepaid Expenses and Other Current Assets [Member]
Related Party Transactions [Abstract]
Due from related parties	0	0		37
4C [Member] | Month-to-Month Sublease Arrangements for Office and Laboratory Spaces [Member]
Related Party Transactions [Abstract]
Related party expenses		27	50
Other Companies Controlled by Rothberg Family [Member] | Services Provided to Participant Companies Under ARTSA [Member]
Related Party Transactions [Abstract]
Due from related parties	0	0		0
Due to related parties	0	0		0
PEI [Member] | Collaboration [Member]
Related Party Transactions [Abstract]
Payments to related party		1,135
PEI [Member] | New Collaboration [Member]
Related Party Transactions [Abstract]
Related party expenses		73
PEI [Member] | New Collaboration [Member] | Prepaid Expenses and Other Current Assets [Member]
Related Party Transactions [Abstract]
Due from related parties	$ 118	118		$ 45
Dr. Rothberg [Member] | 2021 Plan [Member]
Related Party Transactions [Abstract]
Number of shares that can be purchased with option granted (in shares)	250,000
Dr. Rothberg [Member] | Executive Chairman Agreement [Member]
Related Party Transactions [Abstract]
Payments to related party		$ 32	$ 114

RESTRUCTURING (Details)

RESTRUCTURING (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Restructuring [Abstract]
Percentage of workforce being terminated	12%
Restructuring costs	$ 813
Accrued Expenses and Other Current Liabilities [Member]
Restructuring [Abstract]
Restructuring liability	129
Research and Development Expense [Member]
Restructuring [Abstract]
Restructuring costs	636
Selling, General and Administrative Expenses [Member]
Restructuring [Abstract]
Restructuring costs	$ 177

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Jun. 09, 2021	Jun. 08, 2021
Licenses Related to Certain Intellectual Property [Abstract]
Annual minimum fixed payments	$ 211
Other Commitments [Abstract]
Employer matching contributions to 401(k) plan	0	$ 0
Delaware Section 205 Petition [Abstract]
Common stock, shares authorized (in shares)			600,000,000	380,000,000
Accounts Payable [Member]
Licenses Related to Certain Intellectual Property [Abstract]
Royalties payable	3
Cost of Revenue [Member]
Licenses Related to Certain Intellectual Property [Abstract]
Royalty expenses	$ 3