Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 03, 2024 | |
Entity Listings [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
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 | 29 Business Park Drive | |
Entity Address, City or Town | Branford | |
Entity Address, State or Province | CT | |
Entity Address, Postal Zip Code | 06405 | |
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 | |
Common Class A [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 | 121,878,989 | |
Common Class B [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, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 53,163 | $ 133,860 |
Marketable securities | 182,268 | 123,876 |
Accounts receivable, net of allowance of $0 and $0, respectively | 242 | 368 |
Inventory, net | 4,946 | 3,945 |
Prepaid expenses and other current assets | 3,756 | 4,261 |
Total current assets | 244,375 | 266,310 |
Property and equipment, net | 16,169 | 16,275 |
Internally developed software | 496 | 532 |
Operating lease right-of-use assets | 13,850 | 14,438 |
Other assets | 695 | 695 |
Total assets | 275,585 | 298,250 |
Current liabilities: | ||
Accounts payable | 1,164 | 1,766 |
Accrued payroll and payroll-related costs | 2,103 | 4,943 |
Accrued contracted services | 1,212 | 1,519 |
Accrued expenses and other current liabilities | 1,883 | 1,815 |
Current portion of operating lease liabilities | 1,610 | 1,566 |
Total current liabilities | 7,972 | 11,609 |
Warrant liabilities | 955 | 1,274 |
Operating lease liabilities | 12,873 | 13,737 |
Other long-term liabilities | 14 | 11 |
Total liabilities | 21,814 | 26,631 |
Commitments and contingencies (Note 15) | ||
Stockholders' equity | ||
Additional paid-in capital | 768,898 | 767,239 |
Accumulated other comprehensive loss | (33) | 0 |
Accumulated deficit | (515,108) | (495,634) |
Total stockholders' equity | 253,771 | 271,619 |
Total liabilities and stockholders' equity | 275,585 | 298,250 |
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) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Allowance for estimated credit losses | $ 0 | $ 0 |
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) | 121,878,989 | 121,832,417 |
Common stock, shares outstanding (in shares) | 121,878,989 | 121,832,417 |
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 ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue: | ||
Revenue | $ 457 | $ 254 |
Cost of revenue | 188 | 130 |
Gross profit | 269 | 124 |
Operating expenses: | ||
Research and development | 12,101 | 18,167 |
Selling, general and administrative | 11,528 | 11,178 |
Total operating expenses | 23,629 | 29,345 |
Loss from operations | (23,360) | (29,221) |
Dividend and interest income | 3,574 | 2,219 |
Gain on marketable securities, net | 0 | 2,942 |
Change in fair value of warrant liabilities | 319 | 391 |
Other (expense) income, net | (7) | 58 |
Loss before provision for income taxes | (19,474) | (23,611) |
Provision for income taxes | 0 | 0 |
Net loss | $ (19,474) | $ (23,611) |
Net loss per common share attributable to common stockholders, basic (in dollars per share) | $ (0.14) | $ (0.17) |
Net loss per common share attributable to common stockholders, diluted (in dollars per share) | $ (0.14) | $ (0.17) |
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic (in shares) | 141,773 | 140,280 |
Weighted-average shares used to compute net loss per share attributable to common stockholders, diluted (in shares) | 141,773 | 140,280 |
Other comprehensive loss: | ||
Net unrealized loss on marketable securities, net of tax | $ (28) | $ 0 |
Foreign currency translation adjustment | (5) | 0 |
Total other comprehensive loss, net of tax | (33) | 0 |
Comprehensive loss | (19,507) | (23,611) |
Product [Member] | ||
Revenue: | ||
Revenue | 428 | 251 |
Service [Member] | ||
Revenue: | ||
Revenue | $ 29 | $ 3 |
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 Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Total |
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] | ||||||
Common stock issued upon vesting of restricted stock units | $ 0 | $ 0 | 0 | 0 | 0 | |
Common stock issued upon vesting of restricted stock units (in shares) | 1,552,583 | 0 | ||||
Stock-based compensation | $ 0 | $ 0 | 3,908 | 0 | 3,908 | |
Net unrealized loss on marketable securities, net of tax | 0 | |||||
Foreign currency translation | 0 | |||||
Net loss | 0 | 0 | 0 | (23,611) | (23,611) | |
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 | ||||
Balance at Dec. 31, 2023 | $ 12 | $ 2 | 767,239 | $ 0 | (495,634) | 271,619 |
Balance (in shares) at Dec. 31, 2023 | 121,832,417 | 19,937,500 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issued upon vesting of restricted stock units | $ 0 | $ 0 | 0 | 0 | 0 | 0 |
Common stock issued upon vesting of restricted stock units (in shares) | 46,572 | 0 | ||||
Stock-based compensation | $ 0 | $ 0 | 1,645 | 0 | 0 | 1,645 |
Net unrealized loss on marketable securities, net of tax | 0 | 0 | 0 | (28) | 0 | (28) |
Refund of issuance costs from 2021 Business Combination | 0 | 0 | 14 | 0 | 0 | 14 |
Foreign currency translation | 0 | 0 | 0 | (5) | 0 | (5) |
Net loss | 0 | 0 | 0 | 0 | (19,474) | (19,474) |
Balance at Mar. 31, 2024 | $ 12 | $ 2 | $ 768,898 | $ (33) | $ (515,108) | $ 253,771 |
Balance (in shares) at Mar. 31, 2024 | 121,878,989 | 19,937,500 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (19,474) | $ (23,611) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,061 | 803 |
Non-cash lease expense | 588 | 536 |
(Gain) loss on marketable securities, net | 0 | (2,942) |
(Accretion) amortization on marketable securities | (2,119) | 0 |
(Gain) loss on disposal of fixed assets | 0 | 3 |
Change in fair value of warrant liabilities | (319) | (391) |
Change in fair value of contingent consideration | 0 | 34 |
Stock-based compensation | 1,645 | 3,908 |
Other | 22 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 126 | (82) |
Inventory, net | (228) | (1,708) |
Prepaid expenses and other current assets | 31 | 738 |
Accounts payable | (633) | (730) |
Accrued expenses and other current liabilities | (3,094) | (4,537) |
Operating lease liabilities | (820) | (743) |
Other long-term liabilities | 6 | 24 |
Net cash used in operating activities | (23,208) | (28,698) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (1,046) | (2,574) |
Internally developed software - capitalized costs | (59) | (887) |
Purchases of marketable securities | (78,823) | 0 |
Sales of marketable securities | 22,500 | 29,500 |
Net cash (used in) provided by investing activities | (57,428) | 26,039 |
Cash flows from financing activities: | ||
Deferred offering costs | (70) | 0 |
Refund of issuance costs from 2021 Business Combination | 14 | 0 |
Net cash used in financing activities | (56) | 0 |
Effect of exchange rate changes on cash and cash equivalents | (5) | 0 |
Net decrease in cash and cash equivalents | (80,697) | (2,659) |
Cash and cash equivalents at beginning of period | 133,860 | 84,319 |
Cash and cash equivalents at end of period | 53,163 | 81,660 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | 16 | 0 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Property and equipment purchased but not paid | 231 | 847 |
Deferred offering costs payable | $ 75 | $ 0 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2024 | |
Organization and Description of Business [Abstract] | |
Organization and Description of Business | Note 1. Organization and Description of Business Quantum-Si Incorporated (including its subsidiaries, the “Company” or “Quantum-Si”) was incorporated in Delaware on June 10, 2020 as HighCape Capital Acquisition Corp. The Company’s legal name became Quantum-Si Incorporated following a business combination on June 10, 2021 between the Company and Q-SI Operations Inc. (formerly Quantum-Si Incorporated), which was founded in 2013. 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 TM (“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 currently comprised of the Platinum ® NGPS instrument, the Platinum Analysis Software service, reagent kits and semiconductor chips for use with its instruments. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 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”). All intercompany transactions are eliminated. 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, 2023. The Condensed Consolidated Balance Sheets as of December 31, 2023 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, 2024 are not necessarily indicative of the results to be expected for any subsequent quarter, the year ending December 31, 2024, or any other period. 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, 2023. Global Developments Throughout 2023, 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. Although the Company does not expect to be significantly impacted by the conflicts in Ukraine or Israel and Gaza, 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 these conflicts on the global economy. To date, the Company’s business has not been materially impacted by the conflicts, however, as the conflicts continue or worsen, it may impact the Company’s business, financial condition, results of operations and cash flows. Concentration of Business 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, 2024, the Company’s marketable securities consist of mutual funds, U.S. Treasury securities and commercial paper. The Company also maintains balances in certain operating accounts above federally insured limits and, as a result, the Company is exposed to credit risk in the event of default by the financial institutions to the extent account balances exceed the amount insured by the Federal Deposit Insurance Corporation. The Company sources certain key materials and components utilized in the Company’s products from single or limited suppliers. Historically, the Company has not experienced significant issues sourcing these materials and components. However, if these suppliers were not able to supply the requested amount of materials or components, it could take a considerable length of time to obtain alternative sources, which could affect the Company’s development efforts and commercial operations. Segment Reporting The Company’s Chief Operating Decision Maker, its Chief Executive Officer, reviews the Company’s financial information on a consolidated basis for purposes of allocating resources and evaluating its financial performance. Accordingly, the Company has determined that it operates as a single reportable segment. 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 recorded 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 allowances with respect to deferred tax assets; ● inventory valuation; ● valuation of excess and obsolete inventory reserves ● assumptions used for leases ● valuation of warrant liabilities; ● a ssumptions associated with revenue recognition; and ● assumptions underlying the fair value used in the calculation of stock-based compensation. The Company bases these estimates on historical and anticipated results and trends and on various other assumptions 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 Condensed Consolidated Financial Statements. Inventory, Net Inventory is stated at the lower of cost or net realizable value with cost determined using the first-in, first-out method. Materials that may be utilized for either commercial or, alternatively, for research and development purposes, are classified as inventory. Amounts in inventory used for research and development purposes are charged to research and development expense when the product enters the research and development process and can no longer be used for commercial purposes and, therefore, does not have an “alternative future use” as defined in authoritative guidance The Company performs an assessment of the recoverability of capitalized inventory during each reporting period and, if needed, records an excess and obsolete reserve against inventory to its estimated net realizable value in the period it is identified. For further discussion related to inventory, please refer to Note 5. Inventory, Net Warrant Liabilities The Company’s outstanding warrants include publicly traded warrants (the “Public Warrants”) and warrants sold in a private placement (the “Private Warrants”). The Public Warrants and Private Warrants meet the definition of a derivative and the Company recorded these warrants as long-term liabilities in the Condensed Consolidated Balance Sheets at fair value upon initial recognition, with subsequent changes in their respective fair values recognized in the Condensed Consolidated Statements of Operations and Comprehensive Loss at each reporting date. For further discussion related to the Public Warrants and Private Warrants, please refer to Note 11. Warrant Liabilities Revenue Recognition The Company’s revenue is derived from sales of products and services. Product revenue is primarily generated from the sales of instruments and consumables used in protein sequencing and analysis. Service revenue is primarily generated from service maintenance contracts including access to analysis software and advanced training for instrument use. The Company recognizes revenue 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. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue as the performance obligations have been satisfied. The Company has made the accounting policy election allowed for under ASC 606-10-32-2A to exclude all sales taxes from transaction price. Revenue recognition for contracts with multiple deliverables is based on the separate satisfaction of each distinct performance obligation within the contract. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. 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 considers performance obligation for sales of products satisfied upon shipment of the goods to the customer in accordance with the shipping terms (either upon shipment or delivery), which is when control of the product is deemed to be transferred; this includes instruments and consumables. Customers generally do not have a right to return products, except for defective or damaged products during the warranty period or unless prior written consent is provided. In instances where right of payment or transfer of title is contingent upon the customer’s acceptance of the product, revenue is deferred until all acceptance criteria have been met. Revenues for service maintenance contracts, which start after the first year of purchase and are considered as service type warranties that effectively extend the standard first-year service coverage at the customer’s option are recognized ratably over the contract service period as these services are performed evenly over time. Revenues for advanced training is recognized at a point in time upon satisfaction of the underlying performance obligation. T he Company disaggregates revenue from contracts with customers by type of revenue. The Company believes product revenue and service revenue aggregate the payor types by nature, amount, timing and uncertainty of its revenue streams. Total revenue generated from domestic and international sales was approximately $0.3 million and $0.2 million, respectively, for the three months ended March 31, 2024. All revenue generated for the three months ended March 31, 2023 resulted from domestic sales Deferred Revenue De ferred revenue is a contract liability that consists of customer payments received in advance of performance or billings in excess of revenue recognized, net of revenue recognized from the balance at the beginning of the period. Deferred revenue primarily consists of billings and payments received in advance of revenue recognition from service maintenance contracts including software subscription, proof of concept services and advanced training, and is reduced as the revenue recognition criteria are met. Deferred revenue also includes proof of concept services and advanced training provided to customers until the service has been performed. Deferred revenue is classified as current or non-current based on expected revenue recognition timing. Specifically, deferred revenue that will be recognized as revenue within the succeeding 12-month period is recorded as current and is included within Accrued expenses and other current liabilities, and the portion of deferred revenue where revenue is expected to be recognized beyond 12 months from the reporting date is recorded as non-current deferred revenue and is included in Other long-term liabilities in the Company’s Condensed Consolidated Balance Sheets. As of March 31, 2024, the Company had deferred revenue of $0.1 million included within Accrued expenses and other current liabilities in the Company’s Condensed Consolidated Balance Sheets. As of March 31, 2024, amounts included within Other long-term liabilities in the Company’s Condensed Consolidated Balance Sheets were immaterial. The Company expects to recognize approximately 30% of its remaining performance obligations as revenue for the remainder Stock-Based Compensation Stock-based compensation expense for stock option grants with only service conditions is recognized on a straight-line basis over the requisite service period of the individual grants, which is generally the vesting period, based on the estimated grant date fair values. Stock-based compensation expense for stock option grants subject to non-financing event performance conditions on an accelerated basis is recognized as though each vesting portion of the award was, in substance, a separate award Prior to the business combination between HighCape Capital Acquisition LLC and Quantum-Si Incorporated in June 2021 (the “Business Combination”), the fair value of the shares of common stock underlying stock options had historically been determined by the Company’s board of directors (the “Board”), with input from management and contemporaneous third-party valuations, as there was no public market for the common stock. Given the absence of a public trading market for the Company’s common stock, the Board exercised reasonable judgment and considered numerous objective and subjective factors to determine the best estimate of the fair value of the Company’s common stock at each option grant date After the completion of the Business Combination, the Company measures compensation expense for stock-based awards to employees, non-employees and directors based upon the awards’ initial grant-date fair values. Stock-based compensation expense for stock options, restricted stock units and performance awards is recorded over the requisite service period. For awards with only a service condition, the Company expenses stock-based compensation using the straight-line method over the requisite service period for the entire award. For awards with a market condition, the Company expenses the grant date fair value at the target over the vesting period regardless of the value the award recipients ultimately receive. The fair value of restricted stock without a market condition is estimated using the current market price of the Company’s Class A common stock on the date of grant. The fair value of stock option grants with a market condition is estimated at the date of grant using the Monte Carlo simulation model (“Monte Carlo”). The fair values of stock option grants are estimated as of the date of grant by applying the Black-Scholes option valuation model (“Black-Scholes”). The Black-Scholes and Monte Carlo models incorporate assumptions as to stock price volatility, the expected life of options or restricted stock, a risk-free interest rate and dividend yield. The effect of forfeiture in compensation costs is recognized based on actual forfeitures when they occur B lack-Scholes is affected by the stock price on the date of the grant as well as assumptions regarding a number of highly complex and subjective variables. These variables include the expected term of the option, expected risk-free interest rate, the expected volatility of Class A common stock, and expected dividend yield; each of which is described below. The assumptions for expected term and expected volatility are the two assumptions that significantly affect the grant date fair value ● Expected Term : The expected term using the “simplified” method, which is the simple average of the vesting period and the contractual term . ● Risk-free Interest Rate : The risk-free interest rate for periods within the expected term of the awards is based on the U.S. Treasury yield curve in effect at the time of the grant. ● Expected Stock Price Volatility : The Company determined expected annual equity volatility based on the historical volatility of its Class A common stock. ● Dividend Yield : Because the Company has never paid a dividend and does not expect to begin doing so in the foreseeable future, no . ● Exercise Price : The exercise price is taken directly from the grant notice issued to employees and nonemployees . Recently Issued Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) : Improvements to Income Tax Disclosures , which expands income tax disclosure requirements to include additional information related to the rate reconciliation of effective tax rates to statutory rates, as well as additional disaggregation of taxes paid in both U.S. and foreign jurisdictions. The amendments in ASU 2023-09 also remove disclosures related to certain unrecognized tax benefits and deferred taxes. The amendments are effective for fiscal years beginning after December 31, 2024. The amendments may be applied prospectively or retrospectively. The Company is currently evaluating the effect ASU 2023-09 may have on its Consolidated Financial Statements and disclosures. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires enhanced disclosures about significant segment expenses. In addition, the ASU clarified that single reportable segment entities must apply Topic 280 in its entirely. The ASU does not change how an entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The ASU is required to be applied retrospectively to all periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company is currently evaluating the effect ASU 2023-07 may have on its Consolidated Financial Statements and disclosures . |
Investments in Marketable Secur
Investments in Marketable Securities | 3 Months Ended |
Mar. 31, 2024 | |
Investments in Marketable Securities [Abstract] | |
Investments in Marketable Securities | Note 3. Investments in Marketable Securities As of March 31, 2024 and December 31, 2023, the Company’s investments in marketable securities were determined to be available-for-sale securities. Gross unrealized gains or losses resulting from changes in the fair value of available-for-sale securities for the three months ended March 31, 2024 were less than $0.1 million. There were no such gains or losses for the three months ended March 31, 2023. Dividend and interest income from marketable securities and realized and unrealized gain on marketable securities, net, related to the Company’s available-for sale securities for the three months ended March 31, 2024 and trading securities for the three months ended March 31, 2023 were as follows (in thousands): 2024 2023 Dividend and interest income from marketable securities $ 3,574 $ 2,219 Gain on marketable securities, net $ - $ 2,942 The following is a summary of the Company’s available-for-sale securities recorded within Marketable securities in the Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 Amortized Costs Gross Unrealized Gains Gross Unrealized Losses Fair Value Financial Assets: Short-term marketable securities: U.S. Treasury securities $ 151,538 $ - $ (14 ) $ 151,524 Commercial paper 30,758 - (14 ) 30,744 Total $ 182,296 $ - $ (28 ) $ 182,268 December 31, 2023 Amortized Costs Gross Unrealized Gains Gross Unrealized Losses Fair Value Financial Assets: Short-term marketable securities: U.S. Treasury securities $ 82,625 $ 15 $ - $ 82,640 Commercial paper 41,229 7 - 41,236 Total $ 123,854 $ 22 $ - $ 123,876 The fair values of the Company’s available-for-sale securities included within Marketable securities in the Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023, by remaining contractual maturity, are as follows (in thousands): March 31, 2024 One Year or Less Over One Year Through Five Years Over Five Years Total Financial Assets: Short-term marketable securities: U.S. Treasury securities $ 151,524 $ - $ - $ 151,524 Commercial paper 30,744 - - 30,744 Total $ 182,268 $ - $ - $ 182,268 December 31, 2023 One Year or Less Over One Year Through Five Years Over Five Years Total Financial Assets: Short-term marketable securities: U.S. Treasury securities $ 82,640 $ - $ - $ 82,640 Commercial paper 41,236 - - 41,236 Total $ 123,876 $ - $ - $ 123,876 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value of Financial Instruments [Abstract] | |
Fair Value of Financial Instruments | Note 4. F air 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: ● Level 2: ● Level 3: 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 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. At March 31, 2024 and December 31, 2023, the Company’s investment portfolio included available-for-sale securities which were comprised of money market funds, U.S. treasury bills and commercial paper. The majority of the Company’s cash equivalents and short-term investments consist of instruments classified as Level 1. However, the Company has commercial paper that is classified as Level 2 due to the fair value for these instruments being determined by utilizing observable inputs in similar assets or identical assets in non-active markets. There were no transfers between fair value measurement levels for the three months ended March 31, 2024 and 2023 Warrants are recorded as Warrant liabilities in 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, 2024 and December 31, 2023. 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. 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. As of March 31, 2024, the significant assumptions used in preparing the binomial lattice model for valuing the Private Warrants liability include (i) volatility of 89.9%, (ii) risk-free interest rate of 4.50%, (iii) strike price of $11.50, (iv) fair value of Class A common stock of $1.97, and (v) expected life of 2.2 years. As of December 31, 2023, the significant assumptions used in preparing the binomial lattice model for valuing the Private Warrants liability include (i) volatility of 92.1%, (ii) risk-free interest rate of 4.10%, (iii) strike price of $11.50, (iv) fair value of Class A common stock of $2.01, and (v) expected life of 2.4 years. There were no exercises or redemptions of the Public Warrants or Private Warrants during the three months ended March 31, 2024 or 2023 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 (in thousands): March 31, 2024 Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 45,470 $ - $ - $ 45,470 Marketable securities: U.S. Treasury securities 151,524 - - 151,524 Commercial paper - 30,744 - 30,744 Total assets at fair value on a recurring basis $ 196,994 $ 30,744 $ - $ 227,738 Liabilities: Public Warrants $ 920 $ - $ - $ 920 Private Warrants - - 35 35 Total liabilities at fair value on a recurring basis $ 920 $ - $ 35 $ 955 December 31, 2023 Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 50,226 $ - $ - $ 50,226 U.S. Treasury securities 59,654 - - 59,654 Commercial paper - 19,436 - 19,436 Marketable securities: U.S. Treasury securities 82,640 - - 82,640 Commercial paper - 41,236 - 41,236 Total assets at fair value on a recurring basis $ 192,520 $ 60,672 $ - $ 253,192 Liabilities: Public Warrants $ 1,227 $ - $ - $ 1,227 Private Warrants - - 47 47 Total liabilities at fair value on a recurring basis $ 1,227 $ - $ 47 $ 1,274 |
Inventory, Net
Inventory, Net | 3 Months Ended |
Mar. 31, 2024 | |
Inventory, Net [Abstract] | |
Inventory, Net | Note 5. Inventory, Net Inventory, net, consists of the following as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Raw materials $ 5,461 $ 4,951 Work in progress 2,039 784 Finished goods 1,470 1,592 Total inventory 8,970 7,327 Inventory reserves (4,024 ) (3,382 ) Total inventory, net $ 4,946 $ 3,945 As of March 31, 2024 and December 31, 2023, the Company included $ million and $3.4 million, respectively, of reserves against inventory in the Condensed Consolidated Balance Sheets related to product that was considered to not have an alternative future use. For the three months ended March 31, 2024, the Company recorded $0.6 million reserve against inventory in Research and Development expenses in the Condensed Consolidated Statements of Operations and Comprehensive Loss related to product that was considered to not have an alternative future use. There was no such reserve recorded against inventory for the three months ended March 31, 2023. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2024 | |
Property and Equipment, Net [Abstract] | |
Property and Equipment, Net | Note 6. Property and Equipment, Net Property and equipment, net, consists of the following as of March 31, 2024 and December 31, 2023 (in thousands) March 31, 2024 December 31, 2023 Laboratory and production equipment $ 15,696 $ 14,727 Computer equipment 1,721 1,707 Purchased software 188 188 Furniture and fixtures 325 310 Leasehold improvements 7,226 6,948 Construction in process 2,133 2,438 Subtotal 27,289 26,318 Less: Accumulated depreciation and amortization (11,120 ) (10,043 ) Property and equipment, net $ 16,169 $ 16,275 Depreciation and amortization expense was $1.1 million and $0.8 million for the three months ended March 31, 2024 and 2023, respectively. The Company had no disposals of property and equipment for the three months ended March 31, 2024. Losses on disposals of property and equipment were immaterial for three months ended March 31, 2023. No impairments of property and equipment were recorded during the three months ended March 31, 2024 and 2023 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Leases | Note 7. Leases Lease-related costs for the three months ended March 31, 2024 and 2023 are as follows (in thousands): 2024 2023 Operating lease cost $ 864 $ 982 Variable lease cost 436 394 Total lease cost $ 1,300 $ 1,376 As of March 31, 2024, the maturities of the operating lease liabilities and a reconciliation to the present value of lease liabilities were as follows (in thousands) Remaining Lease Payments Remainder of 2024 $ 3,339 2025 4,527 2026 4,585 2027 4,549 2028 2,975 Thereafter 10,053 Total remaining undiscounted lease payments $ 30,028 Less: Imputed interest (6,441 ) Less: Lease incentives (1) (9,104 ) Total operating lease liabilities 14,483 Less: current portion (1,610 ) Long-term operating lease liabilities $ 12,873 Weighted-average remaining lease term (in years) 6.2 Weighted-average discount rate 7.9 % (1) Includes lease incentives that may be realized in 2024 for the costs of leasehold improvements. 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, 2024 and 2023 (in thousands): 2024 2023 Operating cash paid to settle operating lease liabilities $ 1,097 $ 1,059 In December 2021, the Company signed a 10-year lease for approximately 67,000 square feet of space in New Haven, Connecticut. The lease commenced on January 8, 2022 with rent payments beginning on July 7, 2022. Under the lease, the landlord agreed to reimburse the Company for up to $9.1 million 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 these lease incentives as an offset to the lease liability recorded at the inception of the lease. Although the Company believes it is contractually entitled to the $9.1 million 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 The Company incurred and recognized total leasehold improvements of approximately $1.6 million related to reimbursable construction costs which were included in construction in progress within Property and equipment, net, in the Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Accrued Expenses and Other Current Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | Note 8. A ccrued Expenses and Other Current Liabilitie Accrued expenses and other current liabilities consist of the following as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Restructuring costs $ 222 $ 519 Legal fees 1,330 979 Royalties 93 123 Other 238 194 Total accrued expenses and other current liabilities $ 1,883 $ 1,815 |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Stock-based Compensation [Abstract] | |
Stock-based Compensation | Note 9. Stock-based Compensation Equity Incentive Plan The Quantum-Si Incorporated 2021 Equity Incentive 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, 2024 there were 14,661,839 shares available for future grant under the 2021 Plan. Inducement Equity Incentives On May 8, 2023, the Company adopted the 2023 Inducement Equity Incentive Plan (the “2023 Inducement Plan”) to reserve 3,000,000 shares of its Class A common stock to be used exclusively for grants of awards to employees that were not previously employees or directors of the Company as a material inducement to such individuals’ entry into employment with the Company within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules. The terms and conditions of the 2023 Inducement Plan are substantially similar to those of the 2021 Plan . As of March 31, 2024, there were 60,250 shares remaining available for issuance under the 2023 Inducement Plan Stock Options During the three months ended March 31, 2024, the Company did not A summary of the stock option activity is presented in the table below: Number of Options Weighted Average Exercise Price (per share) Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2023 22,511,900 $ 2.79 8.22 $ 3,194 Granted - - Exercised - - Forfeited (384,573 ) 3.78 Expired (25,520 ) 0.06 Outstanding at March 31, 2024 22,101,807 $ 2.78 8.01 $ 2,832 Exercisable at March 31, 2024 7,918,930 $ 3.52 6.65 $ 610 Vested and expected to vest at March 31, 2024 18,615,698 $ 2.85 7.86 $ 2,286 Modification of Performance Stock Options In November 2022 and May 2023, the Company granted 2,780,000 and 1,000,000 performance-based stock option awards to its Chief Executive Officer and Chief Financial Officer, respectively. The vesting of these awards are subject to continued service to the Company and certain market conditions. The market conditions require the Company’s Class A common stock trade above specified levels for a certain periods of time. The fair values of the awards were estimated at the grant date using the Monte Carlo simulation model. On March 15, 2024, the market conditions that trigger the vesting of these performance-based stock option awards were modified. The modified market conditions require the Company’s Class A common stock to trade above specified levels for certain defined periods of time that are different from the original awards. The Company accounted for the modifications as modifications of market conditions. The total incremental stock-based compensation expense to be recognized for these awards is $ 2.4 million within Selling, general and administrative operating expenses in the Condensed Consolidated Statements of Operations and Comprehensive Loss. Incremental stock-based compensation expense for the three months ended March 31, 2024 was immaterial such for the three months ended March 31, 2023. Restricted Stock Units During the three months ended March 31, 2024, the Company granted 5,406,164 restricted stock unit (“RSU”) awards. Stock-based compensation related to RSU awards for the three months ended March 31, 2024 and 2023 was $0.3 million and $1.6 million, respectively . A summary of the RSU activity is presented in the table below: Number of Shares Underlying RSUs Weighted Average Grant-Date Fair Value (per share) Nonvested RSUs at December 31, 2023 847,169 $ 2.68 Granted 5,406,164 1.73 Vested (46,572 ) 6.66 Forfeited (54,417 ) 2.11 Nonvested RSUs at March 31, 2024 6,152,344 1.82 Stock-based compensation is allocated to Research and development and Selling, general and administrative operating expenses in the Condensed Consolidated Statements of Operations and Comprehensive Loss. Stock-based compensation expense for the three months ended March 31, 2024 and 2023 is as follows (in thousands): 2024 2023 Research and development $ 490 $ 967 Selling, general and administrative 1,155 2,941 Total stock-based compensation $ 1,645 $ 3,908 As of March 31, 2024 total unrecognized stock-based compensation related to stock options and RSUs was $24.4 million, which is expected to be recognized over the remaining weighted average vesting period of 3.3 years. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Net Loss Per Share [Abstract] | |
Net Loss Per Share | Note 10. Net Loss Per Share The Company presents both basic earnings per share (“EPS”) and diluted EPS. Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding for the period. Diluted net loss per share is computed by giving effect to all common share equivalents to the extent they are 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 calculations for the three months ended March 31, 2024 and 2023 of basic and diluted net loss per share for the Company’s common stock (in thousands, except per share amounts): 2024 2023 Numerator Net loss $ (19,474 ) $ (23,611 ) Numerator for basic and diluted EPS - loss attributable to common stockholders $ (19,474 ) $ (23,611 ) Denominator Common stock 141,773 140,280 Denominator for basic and diluted EPS - weighted-average common stock 141,773 140,280 Basic and diluted net loss per share $ (0.14 ) $ (0.17 ) 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. The following potential dilutive shares were excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive for the three months ended March 31, 2024 and 2023: 2024 2023 Outstanding options to purchase common stock 22,101,807 24,218,892 Outstanding restricted stock units 6,152,344 465,866 Outstanding warrants 3,968,319 3,968,319 32,222,470 28,653,077 |
Warrant Liabilities
Warrant Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Warrant Liabilities [Abstract] | |
Warrant Liabilities | Note 11. Public Warrants As of March 31, 2024 and December 31, 2023, there were an aggregate of 3,833,319 Public Warrants outstanding, 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 Public 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 Class A 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 their Public Warrants prior to the scheduled redemption date. If the Company calls the Public Warrants for redemption for $0.01 as described above, the Board may elect to require any holder that wishes to exercise their Public Warrants to do so on a “cashless basis.” If the Board makes such election, all holders of Public Warrants would pay the exercise price by surrendering their warrants for the 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 Public Warrants do not meet the criteria to be classified in stockholders’ equity as the exercise of the Public Warrants may be settled in cash upon the occurrence of a tender offer or exchange offer in which the maker of the tender offer or exchange offer, upon completion of the tender offer or exchange offer, beneficially owns more than 50% of the outstanding shares of the Company’s Class A common stock, even if it would not result in a change of control of the Company. This provision precludes the Public Warrants from being classified in equity and thus they are classified as long-term liabilities in the Condensed Consolidated Balance Sheets. Private Warrants As of March 31, 2024 and December 31, 2023, 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 HighCape Capital Acquisition LLC 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 the other conditions of such redemption are met, as described above. If the Private Warrants are held by a holder other than HighCape Capital Acquisition LLC 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 Private Warrants do not meet the criteria to be classified in stockholders’ equity as the terms of the warrants provide for potential changes to the settlement amounts depending upon the characteristics of the warrant holder, and, because the holder of a warrant is not an input into the pricing of a fixed-for-fixed option on equity shares. This provision precludes the Private Warrants from being classified in equity and thus they are classified as long-term liabilities in the Condensed Consolidated Balance Sheets. The fair value of warrant liabilities was $1.0 million and $1.3 million as of March 31, 2024 and December 31, 2023, respectively. The Company recognized gains of $0.3 million and $0.4 million for the three months ended March 31, 2024 and 2023, respectively, as a Change in fair value of warrant liabilities in the Condensed Consolidated Statements of Operations and Comprehensive Loss. There were no exercises or redemptions of the Public Warrants or Private Warrants during the three months ended March 31, 2024 or 2023. |
Restructuring
Restructuring | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring [Abstract] | |
Restructuring | Note The Company committed to organizational restructurings during the first and third quarters of 2023, designed to decrease its costs and create a more streamlined organization to support its business. As of March 31, 2024 and December 31, 2023, the Company recorded a restructuring liability of $0.2 million and $0.5 million, respectively, which is included in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets. The Company’s restructuring costs, primarily for cash severance and other severance costs, are allocated to the following operating expense categories as follows (in thousands): Research and Development Selling, general and administrative Total Balance as of December 31, 2023 $ 513 $ 6 $ 519 Restructuring charges incurred (1) 131 - 131 Cash payments and other adjustments (1) (422 ) (6 ) (428 ) Balance as of March 31, 2024 $ 222 $ - $ 222 Current liabilities $ 222 Long-term liabilities - Total liabilities as of March 31, 2024 $ 222 (1) Restructuring charges incurred and Cash payments and other adjustments include non-cash charges related to stock-based compensation expenses. The Company’s restructuring activities are complete as of March 31, 2024 and the Company does not expect to incur material additional charges associated with these activities. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Taxes [Abstract] | |
Income Taxes | Note Income taxes for the three months ended March 31, 2024 and 2023 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, 2024 and 2023. 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, 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. 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, and therefore, a full valuation allowance has been recorded against the Company’s net deferred tax assets as of March 31, 2024 and December 31, 2023. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note Effective as of February 17, 2021, legacy Quantum-Si entered into a Master Services Agreement (“MSA”) with 4Catalyzer Corporation (“4C”), a company controlled by Dr. Jonathan Rothberg, the Chairman of the Board, pursuant to which the Company may engage 4C to provide services such as general administration, facilities, information technology, financing, legal, human resources and other services, through future statements of work and under terms and conditions to be determined by the parties with respect to any services to be provided. Effective October 1, 2022, the Company entered into a Protein Engineering Collaboration (the “New 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. Dr. Rothberg serves as Chairman of the board of directors of PEI and the Rothberg family are controlling stockholders of PEI. As of March 31, 2024, the amount due from PEI to the Company related to the New Collaboration was $0.2 million. As of December 31, 2023, the amount due from PEI to the Company related to the New Collaboration was $0.3 million. 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 the Company’s 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. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 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 current or future product offerings. To preserve the right to use such intellectual property, the Company is required to make annual minimum fixed payments totaling approximately $0.1 million as well as royalties based on net sales if the royalties exceed annual minimum fixed payments. As of March 31, 2024 and December 31, 2023, the Company had accrued royalties of approximately $0.1 million included in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets. Other commitments: The Company sponsors a 401(k) defined contribution plan covering all eligible U.S. employees (the “401(k) Plan”). 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, 2024 and 2023. Contingencies The Company is subject to claims in the ordinary course of business. Except as discussed below, 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 the liability is probable and estimable. In April 2023, the Company informed the contract manufacturer that had manufactured its Platinum® and Carbon™ instruments that it intended to wind down the relationship and transition to a different contract manufacturer. In October 2023, the former contract manufacturer filed a complaint against the Company in the State of Texas alleging breach of contract and made claims for economic damage and attorney costs. In January 2024, the suit was withdrawn and refiled in the State of Minnesota alleging similar claims. Although it is not possible to determine the potential financial exposure associated with the alleged claim at this time given its early stage, the Company believes it has a meritorious defense and intends to vigorously defend against all claims asserted in the complaint . 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 Condensed Consolidated Statements of Operations and Comprehensive Loss in connection with the indemnification provisions have not been material. |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
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”). All intercompany transactions are eliminated. 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, 2023. The Condensed Consolidated Balance Sheets as of December 31, 2023 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, 2024 are not necessarily indicative of the results to be expected for any subsequent quarter, the year ending December 31, 2024, or any other period. 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, 2023. |
Concentration of Business Risk | Concentration of Business 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, 2024, the Company’s marketable securities consist of mutual funds, U.S. Treasury securities and commercial paper. The Company also maintains balances in certain operating accounts above federally insured limits and, as a result, the Company is exposed to credit risk in the event of default by the financial institutions to the extent account balances exceed the amount insured by the Federal Deposit Insurance Corporation. The Company sources certain key materials and components utilized in the Company’s products from single or limited suppliers. Historically, the Company has not experienced significant issues sourcing these materials and components. However, if these suppliers were not able to supply the requested amount of materials or components, it could take a considerable length of time to obtain alternative sources, which could affect the Company’s development efforts and commercial operations. |
Segment Reporting | Segment Reporting The Company’s Chief Operating Decision Maker, its Chief Executive Officer, reviews the Company’s financial information on a consolidated basis for purposes of allocating resources and evaluating its financial performance. Accordingly, the Company has determined that it operates as a single reportable segment. |
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 recorded 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 allowances with respect to deferred tax assets; ● inventory valuation; ● valuation of excess and obsolete inventory reserves ● assumptions used for leases ● valuation of warrant liabilities; ● a ssumptions associated with revenue recognition; and ● assumptions underlying the fair value used in the calculation of stock-based compensation. The Company bases these estimates on historical and anticipated results and trends and on various other assumptions 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 Condensed Consolidated Financial Statements. |
Inventory, Net | Inventory, Net Inventory is stated at the lower of cost or net realizable value with cost determined using the first-in, first-out method. Materials that may be utilized for either commercial or, alternatively, for research and development purposes, are classified as inventory. Amounts in inventory used for research and development purposes are charged to research and development expense when the product enters the research and development process and can no longer be used for commercial purposes and, therefore, does not have an “alternative future use” as defined in authoritative guidance The Company performs an assessment of the recoverability of capitalized inventory during each reporting period and, if needed, records an excess and obsolete reserve against inventory to its estimated net realizable value in the period it is identified. For further discussion related to inventory, please refer to Note 5. Inventory, Net |
Warrant Liabilities | Warrant Liabilities The Company’s outstanding warrants include publicly traded warrants (the “Public Warrants”) and warrants sold in a private placement (the “Private Warrants”). The Public Warrants and Private Warrants meet the definition of a derivative and the Company recorded these warrants as long-term liabilities in the Condensed Consolidated Balance Sheets at fair value upon initial recognition, with subsequent changes in their respective fair values recognized in the Condensed Consolidated Statements of Operations and Comprehensive Loss at each reporting date. For further discussion related to the Public Warrants and Private Warrants, please refer to Note 11. Warrant Liabilities |
Revenue Recognition | Revenue Recognition The Company’s revenue is derived from sales of products and services. Product revenue is primarily generated from the sales of instruments and consumables used in protein sequencing and analysis. Service revenue is primarily generated from service maintenance contracts including access to analysis software and advanced training for instrument use. The Company recognizes revenue 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. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue as the performance obligations have been satisfied. The Company has made the accounting policy election allowed for under ASC 606-10-32-2A to exclude all sales taxes from transaction price. Revenue recognition for contracts with multiple deliverables is based on the separate satisfaction of each distinct performance obligation within the contract. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. 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 considers performance obligation for sales of products satisfied upon shipment of the goods to the customer in accordance with the shipping terms (either upon shipment or delivery), which is when control of the product is deemed to be transferred; this includes instruments and consumables. Customers generally do not have a right to return products, except for defective or damaged products during the warranty period or unless prior written consent is provided. In instances where right of payment or transfer of title is contingent upon the customer’s acceptance of the product, revenue is deferred until all acceptance criteria have been met. Revenues for service maintenance contracts, which start after the first year of purchase and are considered as service type warranties that effectively extend the standard first-year service coverage at the customer’s option are recognized ratably over the contract service period as these services are performed evenly over time. Revenues for advanced training is recognized at a point in time upon satisfaction of the underlying performance obligation. T he Company disaggregates revenue from contracts with customers by type of revenue. The Company believes product revenue and service revenue aggregate the payor types by nature, amount, timing and uncertainty of its revenue streams. Total revenue generated from domestic and international sales was approximately $0.3 million and $0.2 million, respectively, for the three months ended March 31, 2024. All revenue generated for the three months ended March 31, 2023 resulted from domestic sales |
Deferred Revenue | Deferred Revenue De ferred revenue is a contract liability that consists of customer payments received in advance of performance or billings in excess of revenue recognized, net of revenue recognized from the balance at the beginning of the period. Deferred revenue primarily consists of billings and payments received in advance of revenue recognition from service maintenance contracts including software subscription, proof of concept services and advanced training, and is reduced as the revenue recognition criteria are met. Deferred revenue also includes proof of concept services and advanced training provided to customers until the service has been performed. Deferred revenue is classified as current or non-current based on expected revenue recognition timing. Specifically, deferred revenue that will be recognized as revenue within the succeeding 12-month period is recorded as current and is included within Accrued expenses and other current liabilities, and the portion of deferred revenue where revenue is expected to be recognized beyond 12 months from the reporting date is recorded as non-current deferred revenue and is included in Other long-term liabilities in the Company’s Condensed Consolidated Balance Sheets. As of March 31, 2024, the Company had deferred revenue of $0.1 million included within Accrued expenses and other current liabilities in the Company’s Condensed Consolidated Balance Sheets. As of March 31, 2024, amounts included within Other long-term liabilities in the Company’s Condensed Consolidated Balance Sheets were immaterial. The Company expects to recognize approximately 30% of its remaining performance obligations as revenue for the remainder |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense for stock option grants with only service conditions is recognized on a straight-line basis over the requisite service period of the individual grants, which is generally the vesting period, based on the estimated grant date fair values. Stock-based compensation expense for stock option grants subject to non-financing event performance conditions on an accelerated basis is recognized as though each vesting portion of the award was, in substance, a separate award Prior to the business combination between HighCape Capital Acquisition LLC and Quantum-Si Incorporated in June 2021 (the “Business Combination”), the fair value of the shares of common stock underlying stock options had historically been determined by the Company’s board of directors (the “Board”), with input from management and contemporaneous third-party valuations, as there was no public market for the common stock. Given the absence of a public trading market for the Company’s common stock, the Board exercised reasonable judgment and considered numerous objective and subjective factors to determine the best estimate of the fair value of the Company’s common stock at each option grant date After the completion of the Business Combination, the Company measures compensation expense for stock-based awards to employees, non-employees and directors based upon the awards’ initial grant-date fair values. Stock-based compensation expense for stock options, restricted stock units and performance awards is recorded over the requisite service period. For awards with only a service condition, the Company expenses stock-based compensation using the straight-line method over the requisite service period for the entire award. For awards with a market condition, the Company expenses the grant date fair value at the target over the vesting period regardless of the value the award recipients ultimately receive. The fair value of restricted stock without a market condition is estimated using the current market price of the Company’s Class A common stock on the date of grant. The fair value of stock option grants with a market condition is estimated at the date of grant using the Monte Carlo simulation model (“Monte Carlo”). The fair values of stock option grants are estimated as of the date of grant by applying the Black-Scholes option valuation model (“Black-Scholes”). The Black-Scholes and Monte Carlo models incorporate assumptions as to stock price volatility, the expected life of options or restricted stock, a risk-free interest rate and dividend yield. The effect of forfeiture in compensation costs is recognized based on actual forfeitures when they occur B lack-Scholes is affected by the stock price on the date of the grant as well as assumptions regarding a number of highly complex and subjective variables. These variables include the expected term of the option, expected risk-free interest rate, the expected volatility of Class A common stock, and expected dividend yield; each of which is described below. The assumptions for expected term and expected volatility are the two assumptions that significantly affect the grant date fair value ● Expected Term : The expected term using the “simplified” method, which is the simple average of the vesting period and the contractual term . ● Risk-free Interest Rate : The risk-free interest rate for periods within the expected term of the awards is based on the U.S. Treasury yield curve in effect at the time of the grant. ● Expected Stock Price Volatility : The Company determined expected annual equity volatility based on the historical volatility of its Class A common stock. ● Dividend Yield : Because the Company has never paid a dividend and does not expect to begin doing so in the foreseeable future, no . ● Exercise Price : The exercise price is taken directly from the grant notice issued to employees and nonemployees . |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) : Improvements to Income Tax Disclosures , which expands income tax disclosure requirements to include additional information related to the rate reconciliation of effective tax rates to statutory rates, as well as additional disaggregation of taxes paid in both U.S. and foreign jurisdictions. The amendments in ASU 2023-09 also remove disclosures related to certain unrecognized tax benefits and deferred taxes. The amendments are effective for fiscal years beginning after December 31, 2024. The amendments may be applied prospectively or retrospectively. The Company is currently evaluating the effect ASU 2023-09 may have on its Consolidated Financial Statements and disclosures. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires enhanced disclosures about significant segment expenses. In addition, the ASU clarified that single reportable segment entities must apply Topic 280 in its entirely. The ASU does not change how an entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The ASU is required to be applied retrospectively to all periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company is currently evaluating the effect ASU 2023-07 may have on its Consolidated Financial Statements and disclosures . |
Investments in Marketable Sec_2
Investments in Marketable Securities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Investments in Marketable Securities [Abstract] | |
Dividend and Interest Income and Realized and Unrealized Gain on Marketable Securities, Net | Dividend and interest income from marketable securities and realized and unrealized gain on marketable securities, net, related to the Company’s available-for sale securities for the three months ended March 31, 2024 and trading securities for the three months ended March 31, 2023 were as follows (in thousands): 2024 2023 Dividend and interest income from marketable securities $ 3,574 $ 2,219 Gain on marketable securities, net $ - $ 2,942 |
Available-for-Sale Securities | The following is a summary of the Company’s available-for-sale securities recorded within Marketable securities in the Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 Amortized Costs Gross Unrealized Gains Gross Unrealized Losses Fair Value Financial Assets: Short-term marketable securities: U.S. Treasury securities $ 151,538 $ - $ (14 ) $ 151,524 Commercial paper 30,758 - (14 ) 30,744 Total $ 182,296 $ - $ (28 ) $ 182,268 December 31, 2023 Amortized Costs Gross Unrealized Gains Gross Unrealized Losses Fair Value Financial Assets: Short-term marketable securities: U.S. Treasury securities $ 82,625 $ 15 $ - $ 82,640 Commercial paper 41,229 7 - 41,236 Total $ 123,854 $ 22 $ - $ 123,876 |
Available-for-Sale Securities by Remaining Contractual Maturity | The fair values of the Company’s available-for-sale securities included within Marketable securities in the Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023, by remaining contractual maturity, are as follows (in thousands): March 31, 2024 One Year or Less Over One Year Through Five Years Over Five Years Total Financial Assets: Short-term marketable securities: U.S. Treasury securities $ 151,524 $ - $ - $ 151,524 Commercial paper 30,744 - - 30,744 Total $ 182,268 $ - $ - $ 182,268 December 31, 2023 One Year or Less Over One Year Through Five Years Over Five Years Total Financial Assets: Short-term marketable securities: U.S. Treasury securities $ 82,640 $ - $ - $ 82,640 Commercial paper 41,236 - - 41,236 Total $ 123,876 $ - $ - $ 123,876 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 (in thousands): March 31, 2024 Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 45,470 $ - $ - $ 45,470 Marketable securities: U.S. Treasury securities 151,524 - - 151,524 Commercial paper - 30,744 - 30,744 Total assets at fair value on a recurring basis $ 196,994 $ 30,744 $ - $ 227,738 Liabilities: Public Warrants $ 920 $ - $ - $ 920 Private Warrants - - 35 35 Total liabilities at fair value on a recurring basis $ 920 $ - $ 35 $ 955 December 31, 2023 Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 50,226 $ - $ - $ 50,226 U.S. Treasury securities 59,654 - - 59,654 Commercial paper - 19,436 - 19,436 Marketable securities: U.S. Treasury securities 82,640 - - 82,640 Commercial paper - 41,236 - 41,236 Total assets at fair value on a recurring basis $ 192,520 $ 60,672 $ - $ 253,192 Liabilities: Public Warrants $ 1,227 $ - $ - $ 1,227 Private Warrants - - 47 47 Total liabilities at fair value on a recurring basis $ 1,227 $ - $ 47 $ 1,274 |
Inventory, Net (Tables)
Inventory, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory, Net [Abstract] | |
Inventory, Net | Inventory, net, consists of the following as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Raw materials $ 5,461 $ 4,951 Work in progress 2,039 784 Finished goods 1,470 1,592 Total inventory 8,970 7,327 Inventory reserves (4,024 ) (3,382 ) Total inventory, net $ 4,946 $ 3,945 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property and Equipment, Net [Abstract] | |
Property and Equipment, Net | Property and equipment, net, consists of the following as of March 31, 2024 and December 31, 2023 (in thousands) March 31, 2024 December 31, 2023 Laboratory and production equipment $ 15,696 $ 14,727 Computer equipment 1,721 1,707 Purchased software 188 188 Furniture and fixtures 325 310 Leasehold improvements 7,226 6,948 Construction in process 2,133 2,438 Subtotal 27,289 26,318 Less: Accumulated depreciation and amortization (11,120 ) (10,043 ) Property and equipment, net $ 16,169 $ 16,275 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Lease-Related Costs | Lease-related costs for the three months ended March 31, 2024 and 2023 are as follows (in thousands): 2024 2023 Operating lease cost $ 864 $ 982 Variable lease cost 436 394 Total lease cost $ 1,300 $ 1,376 |
Maturities of Operating Lease Liabilities | As of March 31, 2024, the maturities of the operating lease liabilities and a reconciliation to the present value of lease liabilities were as follows (in thousands) Remaining Lease Payments Remainder of 2024 $ 3,339 2025 4,527 2026 4,585 2027 4,549 2028 2,975 Thereafter 10,053 Total remaining undiscounted lease payments $ 30,028 Less: Imputed interest (6,441 ) Less: Lease incentives (1) (9,104 ) Total operating lease liabilities 14,483 Less: current portion (1,610 ) Long-term operating lease liabilities $ 12,873 Weighted-average remaining lease term (in years) 6.2 Weighted-average discount rate 7.9 % (1) Includes lease incentives that may be realized in 2024 for the costs of leasehold improvements. |
Supplemental Cash Flow Information | 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, 2024 and 2023 (in thousands): 2024 2023 Operating cash paid to settle operating lease liabilities $ 1,097 $ 1,059 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accrued Expenses and Other Current Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Restructuring costs $ 222 $ 519 Legal fees 1,330 979 Royalties 93 123 Other 238 194 Total accrued expenses and other current liabilities $ 1,883 $ 1,815 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Stock-based Compensation [Abstract] | |
Stock Option Activity | A summary of the stock option activity is presented in the table below: Number of Options Weighted Average Exercise Price (per share) Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2023 22,511,900 $ 2.79 8.22 $ 3,194 Granted - - Exercised - - Forfeited (384,573 ) 3.78 Expired (25,520 ) 0.06 Outstanding at March 31, 2024 22,101,807 $ 2.78 8.01 $ 2,832 Exercisable at March 31, 2024 7,918,930 $ 3.52 6.65 $ 610 Vested and expected to vest at March 31, 2024 18,615,698 $ 2.85 7.86 $ 2,286 |
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 (per share) Nonvested RSUs at December 31, 2023 847,169 $ 2.68 Granted 5,406,164 1.73 Vested (46,572 ) 6.66 Forfeited (54,417 ) 2.11 Nonvested RSUs at March 31, 2024 6,152,344 1.82 |
Stock-Based Compensation | Stock-based compensation is allocated to Research and development and Selling, general and administrative operating expenses in the Condensed Consolidated Statements of Operations and Comprehensive Loss. Stock-based compensation expense for the three months ended March 31, 2024 and 2023 is as follows (in thousands): 2024 2023 Research and development $ 490 $ 967 Selling, general and administrative 1,155 2,941 Total stock-based compensation $ 1,645 $ 3,908 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Net Loss Per Share [Abstract] | |
Basic and Diluted Net Loss Per Share | The following table presents the calculations for the three months ended March 31, 2024 and 2023 of basic and diluted net loss per share for the Company’s common stock (in thousands, except per share amounts): 2024 2023 Numerator Net loss $ (19,474 ) $ (23,611 ) Numerator for basic and diluted EPS - loss attributable to common stockholders $ (19,474 ) $ (23,611 ) Denominator Common stock 141,773 140,280 Denominator for basic and diluted EPS - weighted-average common stock 141,773 140,280 Basic and diluted net loss per share $ (0.14 ) $ (0.17 ) |
Potential Dilutive Shares Excluded from Diluted Net Loss Per Share | The following potential dilutive shares were excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive for the three months ended March 31, 2024 and 2023: 2024 2023 Outstanding options to purchase common stock 22,101,807 24,218,892 Outstanding restricted stock units 6,152,344 465,866 Outstanding warrants 3,968,319 3,968,319 32,222,470 28,653,077 |
Restructuring (Tables)
Restructuring (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring [Abstract] | |
Restructuring Costs | The Company’s restructuring costs, primarily for cash severance and other severance costs, are allocated to the following operating expense categories as follows (in thousands): Research and Development Selling, general and administrative Total Balance as of December 31, 2023 $ 513 $ 6 $ 519 Restructuring charges incurred (1) 131 - 131 Cash payments and other adjustments (1) (422 ) (6 ) (428 ) Balance as of March 31, 2024 $ 222 $ - $ 222 Current liabilities $ 222 Long-term liabilities - Total liabilities as of March 31, 2024 $ 222 (1) Restructuring charges incurred and Cash payments and other adjustments include non-cash charges related to stock-based compensation expenses. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue Recognition [Abstract] | ||
Warranty period | 1 year | |
Revenue | $ 457 | $ 254 |
Stock-Based Compensation [Abstract] | ||
Expected dividend yield | 0% | |
Accrued Expenses and Other Current Liabilities [Member] | ||
Deferred Revenue [Abstract] | ||
Deferred revenue | $ 100 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | ||
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 | |
Domestic [Member] | ||
Revenue Recognition [Abstract] | ||
Revenue | $ 300 | |
International [Member] | ||
Revenue Recognition [Abstract] | ||
Revenue | $ 200 |
Investments in Marketable Sec_3
Investments in Marketable Securities (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Unrealized and Realized Gain, Dividend and Interest Income from Marketable Securities [Abstract] | |||
Dividend and interest income from marketable securities | $ 3,574 | $ 2,219 | |
Gain on marketable securities, net | 0 | 2,942 | |
Available-for-Sale Securities [Abstract] | |||
Amortized costs | 182,296 | $ 123,854 | |
Gross unrealized gains | 0 | 0 | 22 |
Gross unrealized losses | (28) | $ 0 | 0 |
Fair value | 182,268 | 123,876 | |
Available-for-Sale Securities by Remaining Contractual Maturity [Abstract] | |||
One year or less | 182,268 | 123,876 | |
Over one year through five years | 0 | 0 | |
Over five years | 0 | 0 | |
Total | 182,268 | 123,876 | |
Maximum [Member] | |||
Available-for-Sale Securities [Abstract] | |||
Gross unrealized losses | (100) | ||
US Treasury Securities [Member] | |||
Available-for-Sale Securities [Abstract] | |||
Amortized costs | 151,538 | 82,625 | |
Gross unrealized gains | 0 | 15 | |
Gross unrealized losses | (14) | 0 | |
Fair value | 151,524 | 82,640 | |
Available-for-Sale Securities by Remaining Contractual Maturity [Abstract] | |||
One year or less | 151,524 | 82,640 | |
Over one year through five years | 0 | 0 | |
Over five years | 0 | 0 | |
Total | 151,524 | 82,640 | |
Commercial Paper [Member] | |||
Available-for-Sale Securities [Abstract] | |||
Amortized costs | 30,758 | 41,229 | |
Gross unrealized gains | 0 | 7 | |
Gross unrealized losses | (14) | 0 | |
Fair value | 30,744 | 41,236 | |
Available-for-Sale Securities by Remaining Contractual Maturity [Abstract] | |||
One year or less | 30,744 | 41,236 | |
Over one year through five years | 0 | 0 | |
Over five years | 0 | 0 | |
Total | $ 30,744 | $ 41,236 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments, Significant Assumptions (Details) | 3 Months Ended | ||
Mar. 31, 2024 $ / shares shares | Mar. 31, 2023 shares | Dec. 31, 2023 $ / shares | |
Public Warrants [Member] | |||
Warrants [Abstract] | |||
Warrants exercised (in shares) | 0 | 0 | |
Warrants redeemed (in shares) | 0 | 0 | |
Private Warrants [Member] | |||
Warrants [Abstract] | |||
Warrants exercised (in shares) | 0 | 0 | |
Warrants redeemed (in shares) | 0 | 0 | |
Private Warrants [Member] | Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants measurement input | 0.899 | 0.921 | |
Private Warrants [Member] | Risk-Free Interest Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants measurement input | 0.045 | 0.041 | |
Private Warrants [Member] | Strike Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants measurement input | $ / shares | 11.5 | 11.5 | |
Private Warrants [Member] | Share Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants measurement input | $ / shares | 1.97 | 2.01 | |
Private Warrants [Member] | Expected Life [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Term of warrants | 2 years 2 months 12 days | 2 years 4 months 24 days |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Assets [Abstract] | ||
Marketable securities | $ 182,268 | $ 123,876 |
Liabilities [Abstract] | ||
Warrants | 955 | 1,274 |
Recurring [Member] | ||
Assets [Abstract] | ||
Total assets | 227,738 | 253,192 |
Liabilities [Abstract] | ||
Total liabilities | 955 | 1,274 |
Recurring [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrants | 920 | 1,227 |
Recurring [Member] | Private Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrants | 35 | 47 |
Recurring [Member] | Money Market Funds [Member] | ||
Assets [Abstract] | ||
Cash equivalents | 45,470 | 50,226 |
Recurring [Member] | US Treasury Securities [Member] | ||
Assets [Abstract] | ||
Cash equivalents | 59,654 | |
Marketable securities | 151,524 | 82,640 |
Recurring [Member] | Commercial Paper [Member] | ||
Assets [Abstract] | ||
Cash equivalents | 19,436 | |
Marketable securities | 30,744 | 41,236 |
Recurring [Member] | Level 1 [Member] | ||
Assets [Abstract] | ||
Total assets | 196,994 | 192,520 |
Liabilities [Abstract] | ||
Total liabilities | 920 | 1,227 |
Recurring [Member] | Level 1 [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrants | 920 | 1,227 |
Recurring [Member] | Level 1 [Member] | Private Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrants | 0 | 0 |
Recurring [Member] | Level 1 [Member] | Money Market Funds [Member] | ||
Assets [Abstract] | ||
Cash equivalents | 45,470 | 50,226 |
Recurring [Member] | Level 1 [Member] | US Treasury Securities [Member] | ||
Assets [Abstract] | ||
Cash equivalents | 59,654 | |
Marketable securities | 151,524 | 82,640 |
Recurring [Member] | Level 1 [Member] | Commercial Paper [Member] | ||
Assets [Abstract] | ||
Cash equivalents | 0 | |
Marketable securities | 0 | 0 |
Recurring [Member] | Level 2 [Member] | ||
Assets [Abstract] | ||
Total assets | 30,744 | 60,672 |
Liabilities [Abstract] | ||
Total liabilities | 0 | 0 |
Recurring [Member] | Level 2 [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrants | 0 | 0 |
Recurring [Member] | Level 2 [Member] | Private Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrants | 0 | 0 |
Recurring [Member] | Level 2 [Member] | Money Market Funds [Member] | ||
Assets [Abstract] | ||
Cash equivalents | 0 | 0 |
Recurring [Member] | Level 2 [Member] | US Treasury Securities [Member] | ||
Assets [Abstract] | ||
Cash equivalents | 0 | |
Marketable securities | 0 | 0 |
Recurring [Member] | Level 2 [Member] | Commercial Paper [Member] | ||
Assets [Abstract] | ||
Cash equivalents | 19,436 | |
Marketable securities | 30,744 | 41,236 |
Recurring [Member] | Level 3 [Member] | ||
Assets [Abstract] | ||
Total assets | 0 | 0 |
Liabilities [Abstract] | ||
Total liabilities | 35 | 47 |
Recurring [Member] | Level 3 [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrants | 0 | 0 |
Recurring [Member] | Level 3 [Member] | Private Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrants | 35 | 47 |
Recurring [Member] | Level 3 [Member] | Money Market Funds [Member] | ||
Assets [Abstract] | ||
Cash equivalents | 0 | 0 |
Recurring [Member] | Level 3 [Member] | US Treasury Securities [Member] | ||
Assets [Abstract] | ||
Cash equivalents | 0 | |
Marketable securities | 0 | 0 |
Recurring [Member] | Level 3 [Member] | Commercial Paper [Member] | ||
Assets [Abstract] | ||
Cash equivalents | 0 | |
Marketable securities | $ 0 | $ 0 |
Inventory, Net (Details)
Inventory, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Inventory, Net [Abstract] | |||
Raw materials | $ 5,461 | $ 4,951 | |
Work in progress | 2,039 | 784 | |
Finished goods | 1,470 | 1,592 | |
Total inventory | 8,970 | 7,327 | |
Inventory reserves | (4,024) | (3,382) | |
Total inventory, net | 4,946 | $ 3,945 | |
Inventory, Net [Member] | |||
Reserve recorded | $ 0 | ||
Research and Development Expenses [Member] | |||
Inventory, Net [Member] | |||
Reserve recorded | $ 600 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Property and Equipment, Net [Abstract] | |||
Property and equipment | $ 27,289 | $ 26,318 | |
Less: Accumulated depreciation and amortization | (11,120) | (10,043) | |
Property and equipment, net | 16,169 | 16,275 | |
Depreciation and amortization expense | 1,100 | $ 800 | |
Loss on disposal of property and equipment | 0 | (3) | |
Impairments | 0 | $ 0 | |
Laboratory and Production Equipment [Member] | |||
Property and Equipment, Net [Abstract] | |||
Property and equipment | 15,696 | 14,727 | |
Computer Equipment [Member] | |||
Property and Equipment, Net [Abstract] | |||
Property and equipment | 1,721 | 1,707 | |
Purchased Software [Member] | |||
Property and Equipment, Net [Abstract] | |||
Property and equipment | 188 | 188 | |
Furniture and Fixtures [Member] | |||
Property and Equipment, Net [Abstract] | |||
Property and equipment | 325 | 310 | |
Leasehold Improvements [Member] | |||
Property and Equipment, Net [Abstract] | |||
Property and equipment | 7,226 | 6,948 | |
Construction in Process [Member] | |||
Property and Equipment, Net [Abstract] | |||
Property and equipment | $ 2,133 | $ 2,438 |
Leases, Lease-Related Costs (De
Leases, Lease-Related Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Lease-Related Costs [Abstract] | ||
Operating lease cost | $ 864 | $ 982 |
Variable lease cost | 436 | 394 |
Total lease cost | $ 1,300 | $ 1,376 |
Leases, Maturities of Operating
Leases, Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | |
Future Minimum Lease Payments [Abstract] | |||
Remainder of 2024 | $ 3,339 | ||
2025 | 4,527 | ||
2026 | 4,585 | ||
2027 | 4,549 | ||
2028 | 2,975 | ||
Thereafter | 10,053 | ||
Total remaining undiscounted lease payments | 30,028 | ||
Less: Imputed interest | (6,441) | ||
Less: Lease incentives | [1] | (9,104) | |
Total operating lease liabilities | 14,483 | ||
Less: current portion | (1,610) | $ (1,566) | |
Long-term operating lease liabilities | $ 12,873 | $ 13,737 | |
Weighted-average remaining lease term | 6 years 2 months 12 days | ||
Weighted-average discount rate | 7.90% | ||
[1]Includes lease incentives that may be realized in 2024 for the costs of leasehold improvements. |
Leases, Supplemental Cash Flow
Leases, Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash Flow and Supplemental Noncash Information [Abstract] | ||
Operating cash paid to settle operating lease liabilities | $ 1,097 | $ 1,059 |
Leases, New Haven, Connecticut
Leases, New Haven, Connecticut (Details) $ in Thousands | Mar. 31, 2024 USD ($) ft² | Dec. 31, 2023 USD ($) | |
Leases [Abstract] | |||
Lease incentives | [1] | $ 9,104 | |
Space Located in New Haven, Connecticut [Member] | |||
Leases [Abstract] | |||
Lease term | 10 years | ||
Area of leased space | ft² | 67,000 | ||
Lease incentives | $ 9,100 | ||
Leasehold improvements | $ 1,600 | $ 1,600 | |
[1]Includes lease incentives that may be realized in 2024 for the costs of leasehold improvements. |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accounts Expenses and Other Current Liabilities [Abstract] | ||
Restructuring costs | $ 222 | $ 519 |
Legal fees | 1,330 | 979 |
Royalties | 93 | 123 |
Other | 238 | 194 |
Total accrued expenses and other current liabilities | $ 1,883 | $ 1,815 |
Stock-based Compensation, Equit
Stock-based Compensation, Equity Incentive Plan and Inducement Equity Incentives (Details) - shares | Mar. 31, 2024 | May 08, 2023 |
2021 Plan [Member] | ||
Stock-based Compensation [Abstract] | ||
Shares available for issuance (in shares) | 14,661,839 | |
2023 Inducement Plan [Member] | ||
Stock-based Compensation [Abstract] | ||
Shares available for issuance (in shares) | 60,250 | |
Common stock reserved for issuance (in shares) | 3,000,000 |
Stock-based Compensation, Stock
Stock-based Compensation, Stock Options (Details) - Stock Options [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Stock Options [Abstract] | |||
Stock-based compensation | $ 1,300 | $ 2,300 | |
Number of Options [Roll Forward] | |||
Outstanding, beginning balance (in shares) | 22,511,900 | ||
Granted (in shares) | 0 | ||
Exercised (in shares) | 0 | ||
Forfeited (in shares) | (384,573) | ||
Expiration (in shares) | (25,520) | ||
Outstanding, ending balance (in shares) | 22,101,807 | 22,511,900 | |
Exercisable (in shares) | 7,918,930 | ||
Vested and expected to vest (in shares) | 18,615,698 | ||
Weighted Average Exercise Price [Roll Forward] | |||
Outstanding, beginning balance (in dollars per share) | $ 2.79 | ||
Granted (in dollars per share) | 0 | ||
Exercised (in dollars per share) | 0 | ||
Forfeited (in dollars per share) | 3.78 | ||
Expiration (in dollars per share) | 0.06 | ||
Outstanding, ending balance (in dollars per share) | 2.78 | $ 2.79 | |
Exercisable (in dollars per share) | 3.52 | ||
Vested and expected to vest (in dollars per share) | $ 2.85 | ||
Weighted Average Remaining Contractual Term and Aggregate Intrinsic Value [Abstract] | |||
Weighted average remaining contractual term, outstanding | 8 years 3 days | 8 years 2 months 19 days | |
Weighted average remaining contractual term, exercisable | 6 years 7 months 24 days | ||
Weighted average remaining contractual term, vested and expected to vest | 7 years 10 months 9 days | ||
Aggregate intrinsic value, outstanding, beginning balance | $ 3,194 | ||
Aggregate intrinsic value, outstanding, ending balance | 2,832 | $ 3,194 | |
Aggregate intrinsic value, exercisable | 610 | ||
Aggregate intrinsic value, vested and expected to vest | $ 2,286 |
Stock-based Compensation, Modif
Stock-based Compensation, Modification of Performance Stock Options (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 36 Months Ended | ||
May 31, 2023 | Nov. 30, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 15, 2027 | |
Stock-based Compensation [Abstract] | |||||
Incremental stock-based compensation expense | $ 0 | ||||
Plan [Member] | |||||
Stock-based Compensation [Abstract] | |||||
Incremental stock-based compensation expense | $ 2,400,000 | ||||
Chief Executive Officer [Member] | |||||
Stock-based Compensation [Abstract] | |||||
Granted (in shares) | 2,780,000 | ||||
Chief Financial Officer [Member] | |||||
Stock-based Compensation [Abstract] | |||||
Granted (in shares) | 1,000,000 |
Stock-based Compensation, Restr
Stock-based Compensation, Restricted Stock Units (Details) - RSU Awards [Member] - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restricted Stock Units [Abstract] | ||
Stock-based compensation | $ 0.3 | $ 1.6 |
Number of Shares Underlying RSUs [Roll Forward] | ||
Nonvested RSUs, beginning balance (in shares) | 847,169 | |
Granted (in shares) | 5,406,164 | |
Vested (in shares) | (46,572) | |
Forfeited (in shares) | (54,417) | |
Non-vested RSUs, ending balance (in shares) | 6,152,344 | |
Weighted Average Grant-Date Fair Value [Abstract] | ||
Non-vested RSUs, beginning balance (in dollars per share) | $ 2.68 | |
Granted (in dollars per share) | 1.73 | |
Vested (in dollars per share) | 6.66 | |
Forfeited (in dollars per share) | 2.11 | |
Non-vested RSUs, ending balance (in dollars per share) | $ 1.82 |
Stock-based Compensation, Sto_2
Stock-based Compensation, Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Stock-Based Compensation [Abstract] | ||
Stock-based compensation | $ 1,645 | $ 3,908 |
Remaining weighted average vesting period | 3 years 3 months 18 days | |
Stock Options [Member] | ||
Stock-Based Compensation [Abstract] | ||
Total unrecognized stock-based compensation expense | $ 24,400 | |
Restricted Stock Units [Member] | ||
Stock-Based Compensation [Abstract] | ||
Total unrecognized stock-based compensation expense | 24,400 | |
Research and Development [Member] | ||
Stock-Based Compensation [Abstract] | ||
Stock-based compensation | 490 | 967 |
Selling, General and Administrative [Member] | ||
Stock-Based Compensation [Abstract] | ||
Stock-based compensation | $ 1,155 | $ 2,941 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator [Abstract] | ||
Net loss | $ (19,474) | $ (23,611) |
Numerator for basic EPS - loss attributable to common stockholders | (19,474) | (23,611) |
Numerator for diluted EPS - loss attributable to common stockholders | $ (19,474) | $ (23,611) |
Denominator [Abstract] | ||
Common stock (in shares) | 141,773 | 140,280 |
Denominator for basic EPS - weighted-average common stock (in shares) | 141,773,000 | 140,280,000 |
Denominator for diluted EPS - weighted-average common stock (in shares) | 141,773,000 | 140,280,000 |
Basic net loss per share (in dollars per share) | $ (0.14) | $ (0.17) |
Diluted net loss per share (in dollars per share) | $ (0.14) | $ (0.17) |
Net Loss per Share [Abstract] | ||
Anti-dilutive common equivalent shares (in shares) | 32,222,470 | 28,653,077 |
Outstanding Options to Purchase Common Stock [Member] | ||
Net Loss per Share [Abstract] | ||
Anti-dilutive common equivalent shares (in shares) | 22,101,807 | 24,218,892 |
Outstanding Restricted Stock Units [Member] | ||
Net Loss per Share [Abstract] | ||
Anti-dilutive common equivalent shares (in shares) | 6,152,344 | 465,866 |
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, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Warrants [Abstract] | |||
Fair value of warrant liabilities | $ 955 | $ 1,274 | |
Change in fair value of warrant liabilities | $ 319 | $ 391 | |
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 |
Restructuring (Details)
Restructuring (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Dec. 31, 2023 | ||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | $ 519 | ||
Restructuring charges incurred | [1] | 131 | |
Cash payments and other adjustments | [1] | (428) | |
Ending balance | 222 | ||
Current liabilities | 222 | $ 519 | |
Long-term liabilities | 0 | ||
Total liabilities | 222 | 519 | |
Additional restructuring charges expected to be incurred | 0 | ||
Accrued Expenses and Other Current Liabilities [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Current liabilities | 222 | 500 | |
Research and Development [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 513 | ||
Restructuring charges incurred | [1] | 131 | |
Cash payments and other adjustments | [1] | (422) | |
Ending balance | 222 | ||
Total liabilities | 222 | 513 | |
Selling, General and Administrative [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 6 | ||
Restructuring charges incurred | [1] | 0 | |
Cash payments and other adjustments | [1] | (6) | |
Ending balance | 0 | ||
Total liabilities | $ 0 | $ 6 | |
[1]Restructuring charges incurred and Cash payments and other adjustments include non-cash charges related to stock-based compensation expenses. |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
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 Millions | 1 Months Ended | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Related Party [Member] | PEI [Member] | Protein Engineering Collaboration [Member] | ||||
Related Party Transactions [Abstract] | ||||
Due from related parties | $ 0.2 | $ 0.3 | ||
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] | 4C [Member] | ||||
Related Party Transactions [Abstract] | ||||
Operating expenses | $ 0.1 | $ 0.1 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Other Commitments [Abstract] | |||
Employer matching contributions to 401(k) plan | $ 0 | $ 0 | |
Licenses Related to Certain Intellectual Property [Member] | |||
Licenses Related to Certain Intellectual Property [Abstract] | |||
Annual minimum fixed payments | 100 | ||
Licenses Related to Certain Intellectual Property [Member] | Accrued Expenses and Other Current Liabilities [Member] | |||
Licenses Related to Certain Intellectual Property [Abstract] | |||
Accrued payments | $ 100 | $ 100 |