Cover
Cover | 3 Months Ended |
Mar. 31, 2024 | |
Cover [Abstract] | |
Document Type | S-4 |
Entity Registrant Name | TRISALUS LIFE SCIENCES, INC. |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001826667 |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Aug. 10, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Oct. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||||||||
Cash and cash equivalents | $ 3,970 | $ 11,777 | $ 9,414 | |||||
Accounts receivable | 4,277 | 3,554 | 1,557 | |||||
Inventory, net | 2,913 | 2,545 | 1,471 | |||||
Prepaid expenses | 2,031 | 2,986 | 4,772 | |||||
Total current assets | 13,191 | 20,862 | 17,214 | |||||
Property and equipment, net | 2,091 | 2,231 | ||||||
Right-of-use assets | 1,196 | 1,179 | 1,381 | |||||
Intangible assets, net | 1,113 | 1,127 | 802 | |||||
Other assets | 424 | 466 | 367 | |||||
Total assets | 17,889 | 25,725 | 21,995 | |||||
Current liabilities: | ||||||||
Trade payables | 2,348 | 3,391 | 4,947 | |||||
Accrued liabilities | 11,423 | 10,556 | 6,377 | |||||
Short-term lease liabilities | 363 | 351 | 370 | |||||
Other current liabilities | 260 | 389 | 142 | |||||
Total current liabilities | 14,394 | 14,687 | 32,357 | |||||
Long-term lease liabilities | 1,218 | 1,244 | 1,593 | |||||
Contingent earnout liability | 22,620 | 18,632 | $ 28,927 | 0 | ||||
Warrant liabilities and other long-term liabilities | 14,580 | 17,100 | $ 28,927 | 369 | ||||
Total liabilities | 52,812 | 51,663 | 34,319 | |||||
Convertible Preferred Stock | 25,237,155 | 25,237,155 | 164,006 | $ 160,507 | ||||
Equity | ||||||||
Preferred Stock, Convertible preferred stock, Series A, $0.0001 par value per share, $10.00 liquidation value per share. Authorized 10,000,000 and 0 shares at December 31, 2023 and 2022, respectively; issued and outstanding, 4,015,002 and 0 shares at December 31, 2023 and 2022, respectively | ||||||||
Common stock, $0.0001 par value per share. Authorized 400,000,000 and 30,898,162 shares at December 31, 2023 and 2022, respectively; issued and outstanding 26,413,213 shares and 347,926 shares at December 31, 2023 and 2022, respectively | 2 | 2 | 0 | |||||
Additional paid-in capital | 226,671 | 222,437 | 10,028 | |||||
Accumulated deficit | (261,596) | (248,377) | (186,358) | |||||
Total stockholders' deficit | (34,923) | (25,938) | $ (184,473) | (176,329) | $ (129,605) | |||
Total liabilities and stockholders' deficit | $ 17,889 | 25,725 | 21,995 | |||||
Series B-2 tranche liabilities | ||||||||
Current liabilities: | ||||||||
Derivative liability, current | $ 0 | 4,702 | ||||||
Series B-3 warrant liabilities | ||||||||
Current liabilities: | ||||||||
Derivative liability, current | $ 10,047 | $ 4,654 | $ 15,819 | $ 11,966 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 | Oct. 02, 2023 | Aug. 11, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | |||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Liquidation preference (in dollars per share) | $ 10 | $ 10 | |||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | |||
Preferred stock, shares issued (in shares) | 4,015,002 | 4,015,002 | |||
Preferred stock, shares outstanding (in shares) | 4,015,002 | 4,015,002 | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 | 30,898,162 | ||
Common stock, shares issued (in shares) | 26,758,272 | 26,413,213 | 347,926 | ||
Common stock, shares outstanding (in shares) | 26,758,272 | 26,413,213 | 26,316,681 | 347,926 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 6,457 | $ 2,984 | $ 18,511 | $ 12,398 |
Cost of goods sold | 971 | 662 | 2,605 | 2,258 |
Gross profit | 5,486 | 2,322 | 15,906 | 10,140 |
Operating expenses: | ||||
Research and development | 5,857 | 5,642 | 29,510 | 21,358 |
Sales and marketing | 6,687 | 3,249 | 17,034 | 12,738 |
General and administrative | 4,627 | 3,552 | 23,512 | 12,483 |
Loss from operations | (11,685) | (10,121) | (54,150) | (36,439) |
Interest income | 92 | 35 | 431 | 180 |
Interest expense | (3) | (5) | (16) | (1) |
Loss on equity issuance | 0 | (1,465) | (4,353) | (8,312) |
Change in fair value of tranche and warrant liabilities | 2,521 | 2,421 | (10,855) | (2,186) |
Change in fair value of contingent liabilities | (3,988) | 0 | 10,293 | 0 |
Other income and expense, net | (153) | (19) | (379) | (420) |
Loss before income taxes | (13,216) | (8,273) | (59,029) | (47,178) |
Income tax expense | (3) | 5 | (9) | (9) |
Net loss available to common stockholders | (13,219) | (8,268) | (59,038) | (47,187) |
Deemed dividend related to Series B-2 preferred stock down round provision | 0 | (959) | (2,981) | (2,829) |
Undeclared dividends on Series A preferred stock | (801) | 0 | (1,258) | 0 |
Net loss attributable to common stockholders | $ (14,020) | $ (9,227) | $ (63,277) | $ (50,016) |
Net loss per share, basic (in dollars per share) | $ (0.60) | $ (0.57) | $ (6.73) | $ (161.55) |
Net loss per share, diluted (in dollars per share) | $ (0.60) | $ (0.57) | $ (6.73) | $ (161.55) |
Weighted average common shares outstanding, diluted (in shares) | 23,323,045 | 16,166,581 | 9,395,748 | 309,609 |
Weighted average common shares outstanding, diluted (in shares) | 23,323,045 | 16,166,581 | 9,395,748 | 309,609 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Preferred stock | Common stock, $0.0001 par value | Additional paid-in capital | Accumulated deficit | Total |
Balance, beginning of period at Dec. 31, 2021 | $ 6,737,000 | $ (136,342,000) | $ (129,605,000) | ||
Balances, beginning of period (in shares) at Dec. 31, 2021 | 264,978 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of options (in shares) | 82,879 | ||||
Exercise of options | 94,000 | 94,000 | |||
Exercise of common stock warrants (in shares) | 69 | ||||
Share-based compensation | 368,000 | 368,000 | |||
Deemed dividend | $ 0 | $ 0 | 2,829,000 | (2,829,000) | 0 |
Net loss | (47,187,000) | (47,187,000) | |||
Balance, end of period at Dec. 31, 2022 | 0 | $ 14,000 | 10,015,000 | (186,358,000) | $ (176,329,000) |
Balances, end of period (in shares) at Dec. 31, 2022 | 14,075,524 | 347,926 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of options (in shares) | 3,877,352 | ||||
Exercise of options | $ 4,000 | 46,000 | $ 50,000 | ||
Share-based compensation | 74,000 | 74,000 | |||
Deemed dividend | 959,000 | (959,000) | |||
Net loss | (8,268,000) | (8,268,000) | |||
Balance, end of period at Mar. 31, 2023 | 0 | $ 18,000 | 11,094,000 | (195,585,000) | (184,473,000) |
Balances, end of period (in shares) at Mar. 31, 2023 | 17,952,876 | ||||
Balance, beginning of period at Dec. 31, 2022 | $ 0 | $ 14,000 | 10,015,000 | (186,358,000) | $ (176,329,000) |
Balances, beginning of period (in shares) at Dec. 31, 2022 | 14,075,524 | 347,926 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of options (in shares) | 247,612 | ||||
Exercise of options | 180,000 | $ 180,000 | |||
Share-based compensation | 1,402,000 | 1,402,000 | |||
Deemed dividend | 2,981,000 | (2,981,000) | |||
Conversion of redeemable convertible preferred stock into common stock in connection with the Business Combination (in shares) | 21,500,867 | ||||
Conversion of redeemable convertible preferred stock into common stock in connection with the Business Combination | $ 2,000 | 204,234,000 | 204,236,000 | ||
Assumption of warrants to purchase common stock in connection with the Business Combination | (2,568,000) | (2,568,000) | |||
Issuance of common stock upon closing the Business Combination, net of expenses (in shares) | 4,316,808 | ||||
Issuance of common stock upon closing the Business Combination, net of expenses | 957,000 | 957,000 | |||
Contingent earnout liability recognized upon closing of the Business Combination | (28,927,000) | (28,927,000) | |||
Proceeds from sale of common stock | 34,150,000 | 34,150,000 | |||
Issuances (in shares) | 4,015,002 | ||||
Net loss | (59,038,000) | $ (59,038,000) | |||
Ending balance (in shares) at Dec. 31, 2023 | 4,015,002 | 4,015,002 | |||
Balance, end of period at Dec. 31, 2023 | $ 0 | $ 2,000 | 222,437,000 | (248,377,000) | $ (25,938,000) |
Balances, end of period (in shares) at Dec. 31, 2023 | 26,413,213 | 26,413,213 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of options (in shares) | 2,906 | ||||
Exercise of options | 7,000 | $ 7,000 | |||
Share-based compensation | 1,086,000 | 1,086,000 | |||
Proceeds from sale of common stock | 3,141,000 | 3,141,000 | |||
Issuances (in shares) | 350,000 | ||||
Net loss | (13,219,000) | $ (13,219,000) | |||
Ending balance (in shares) at Mar. 31, 2024 | 4,015,002 | 4,015,002 | |||
Balance, end of period at Mar. 31, 2024 | $ 2,000 | $ 226,671,000 | $ (261,596,000) | $ (34,923,000) | |
Balances, end of period (in shares) at Mar. 31, 2024 | 26,758,272 | 26,758,272 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (59,038) | $ (47,187) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 702 | 398 |
Loss on equity issuance | 4,353 | 8,312 |
Change in fair value of tranche and warrant liabilities | 10,855 | 2,186 |
Change in fair value of contingent earnout liabilities | (10,293) | 0 |
Share-based compensation expense | 1,402 | 368 |
Loss on disposal of fixed assets | 44 | 310 |
Loss on impairment of intangible assets | 190 | 0 |
Milestone payment to Dynavax | 1,000 | 1,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,979) | (200) |
Inventory | (1,073) | (179) |
Prepaid expenses | 1,032 | (2,592) |
Operating lease right-of-use assets | 202 | 112 |
Operating lease liabilities | (281) | (87) |
Trade payables, accrued expenses and other liabilities | 2,839 | 5,246 |
Net cash used in operating activities | (50,045) | (32,313) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (588) | (655) |
Milestone payment to Dynavax | (1,000) | (1,000) |
Cash paid for intellectual property and licenses | (533) | (131) |
Net cash used in investing activities | (2,121) | (1,786) |
Cash flows from financing activities: | ||
Proceeds from the issuance of preferred stock, net of costs of $0 and $242, in the years ended December 31, 2023 and 2022, respectively | 9,189 | 13,499 |
Proceeds from exercise of preferred stock warrants | 9,630 | 0 |
Purchase of common stock warrants | (20) | 0 |
Proceeds from Business Combination | 36,854 | 0 |
Offering costs related to Business Combination | (1,116) | 0 |
Payments on finance lease liabilities | (87) | (131) |
Cash proceeds from the exercise of stock options for common stock | 179 | 94 |
Net cash provided by financing activities | 54,629 | 13,462 |
Decrease in cash, cash equivalents and restricted cash | 2,463 | (20,637) |
Cash, cash equivalents and restricted cash, beginning of period | 9,664 | 30,301 |
Cash, cash equivalents and restricted cash, end of period | 12,127 | 9,664 |
Cash paid during the year for: | ||
Income taxes | 14 | 9 |
Supplemental disclosure of noncash items: | ||
Fixed asset purchases included in trade payables and accrued expenses | 19 | 12 |
Transfer of warrant liability to preferred stock upon exercise of warrants | $ 25,409 | $ 0 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Statement of Cash Flows [Abstract] | ||
Preferred stock issuance costs | $ 0 | $ 242 |
Nature of Business
Nature of Business | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Nature of Business | (1) Nature of Business On August 10, 2023 (the “Closing Date”), TriSalus Life Sciences, Inc., a Delaware corporation (the “Company,” “TriSalus,” “we,” “us”), formerly known as MedTech Acquisition Corporation (“MTAC”), consummated the previously announced merger pursuant to the Agreement and Plan of Merger, dated as of November 11, 2022, as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of April 4, 2023, the Second Amendment to Agreement and Plan of Merger, dated as of May 13, 2023, and the Third Amendment to Agreement and Plan of Merger, dated as of July 5, 2023 (as amended, the “Merger Agreement”), by and between MTAC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of MTAC (“Merger Sub”) and TriSalus Operating Life Sciences, Inc. (formerly known as TriSalus Life Sciences, Inc.), a Delaware corporation (“Legacy TriSalus”), whereby Merger Sub merged with and into Legacy TriSalus with the separate corporate existence of Merger Sub ceasing (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”) and TriSalus Life Sciences, Inc. becoming the surviving company. The closing of the Business Combination is herein referred to as “the Closing.” In connection with the consummation of the Merger, on August 10, 2023, Legacy TriSalus changed its name from TriSalus Life Sciences, Inc. to TriSalus Operating Life Sciences, Inc., and MTAC changed its name from MedTech Acquisition Corporation to TriSalus Life Sciences, Inc., the surviving company (“New TriSalus”). As further described in Note (3) Business Combination Description of the Business We are engaged in the research, development, and sales of innovative drug delivery technology and immune-oncology therapeutics to improve outcomes in difficult to treat liver and pancreatic cancer. Our technology is utilized in the delivery of our therapeutics and administered by interventional radiologists. We are developing and marketing two product lines — Pressure Enabled Drug Delivery (“PEDD™”) infusion systems, in use today, and an investigational agent, nelitolimod, which shows potential to enhance immune system response in the treatment of hepatocellular cancer, pancreatic cancer and other liver solid tumors. The combination of our PEDD technology with nelitolimod is focused on solving the two main barriers in the tumor microenvironment that inhibits the success of immunotherapy. The first barrier (mechanical) is comprised of high intratumoral pressure within tumors that limits drug uptake and the second barrier (biological) is the reversal of intratumoral immunosuppression. Our PEDD with SmartValve™ is the only technology designed to work in synchrony with the cardiac cycle to open collapsed vessels in the tumor to enable deeper perfusion and improve therapeutic drug delivery in tumors with high intratumoral pressure. PEDD with SmartValve has been shown in prospective and retrospective clinical studies and in multiple pre-clinical models to improve therapy uptake and tumor response. Nelitolimod has a dual mechanism of action in solid tumors which includes the alteration of the tumor microenvironment by reducing immunosuppressive myeloid derived suppressor cells while simultaneously activating immune response and recruiting T cells to the tumor, allowing checkpoint inhibitors to work more effectively. TriNav™ is the newest therapy delivery device with SmartValve technology for the proprietary PEDD approach. Current sales consist of the TriNav Infusion System, introduced in 2020, and a family of related guiding catheters. In 2020, we gained transitional pass-through payments (“TPT”) approval from the Centers for Medicare & Medicaid Services (“CMS”), which allows hospitals to cover the cost of using TriNav. The approval expired at the end of 2023. On June 1, 2023, we applied for a new technology APC code with CMS. In December 2023, CMS granted a New Technology Healthcare Common Procedure Coding System (“HCPCS”) code for both mapping and therapeutic procedures involving TriNav. This new code, HCPCS C9797, has been assigned to the Ambulatory Payment Classification (“APC”) code 5194 - Level 4 Endovascular procedures. The new code became effective on January 1, 2024, and may be reported by hospital outpatient departments and ambulatory surgical centers. We believe the full potential of our technology can be realized through the combination of our drug delivery technology with immune-oncology drugs. In July 2020, we acquired our first immune-oncology drug, nelitolimod, and began clinical development of nelitolimod for treatment of liver and pancreatic cancers. We have funded operations to date principally with proceeds from the sale of preferred stock, from the issuance of debt and convertible debt, and the closing of the Business Combination. Since inception of the Company in 2009 through March 31, 2024, we have issued for cash $164,364 of preferred stock (of which $36,854 was raised at the closing of the Business Combination, including issuance of Series A convertible preferred stock), which, along with $3,708 from common stock and $57,466 from convertible notes and warrants, has funded our accumulated deficit of $261,596. During the three months ended March 31, 2024, we raised $3,141 in cash through the sale of common stock under the Standby Equity Purchase Agreement, which we entered into with YA II PN, Ltd. (“Yorkville”) on October 2, 2023 (the “SEPA”) and $7 from the exercise of stock options. See Note (13) Standby Equity Purchase Agreement As of March 31, 2024, we had cash, cash equivalents, and restricted cash of $4,320. The Company is still in its early stage, has a history of recurring operating losses, has yet to generate revenues sufficient to create positive cash flow and has an accumulated deficit of $261,596 as of March 31, 2024. We are currently undergoing a strategic transformation from a company focused solely on the sale of our infusion systems to a therapeutics company whereby our medical devices will be marketed in combination with the pharmaceutical drugs and other treatments that the devices deliver to patients. This transformation requires that we restructure our operating infrastructure, resulting in an increase in operating expenses — including the development of a candidate pharmaceutical — that, in the short term, will not be fully offset by increased revenues. We expect that our existing cash and cash equivalents, along with the proceeds from the Initial Commitment Amount we drew under the Credit Agreement (each as defined in Note (14) Debt In accordance with ASC Topic 205-40, Presentation of Financial Statements, Going Concern: Discl osure of Uncertainties about an Entity’s Ability to Continue as a Going Concern Our ability to fund future operations and to continue the execution of our long-term business plan and strategy, including our transformation into a therapeutics company, will require that we raise additional capital through a combination of collaborations, strategic alliances and licensing arrangements, and issuance of additional equity and/or debt. As described in Note (13) Standby Equity Purchase Agreement, we have the right but not the obligation to sell up to $30,000 of our Common Stock at our request under the SEPA, subject to terms and conditions specified in the agreement. During the three months ended March 31, 2024, we sold 350,000 shares of common stock under the SEPA, raising $3,141. In April 2024, we sold 400,000 shares of common stock under the SEPA, raising $3,602. In addition, as described in Note (14) Debt Our current operating plan, which is in part determined based on our most recent results and trends, along with the items noted above, causes substantial doubt to exist about our ability to continue as a going concern and management’s plans do not alleviate the existence of substantial doubt. Our financial statements have been prepared assuming we will continue as a going concern, which contemplates the continuity of normal business activities and realization of assets and settlement of liabilities in the normal course of business, and do not include any adjustments that might be necessary should we be unable to continue as a going concern. We are subject to various risks and uncertainties frequently encountered by companies in the early stages of growth, particularly companies in the rapidly evolving market for medical technology-based and pharmaceutical products and services. Such risks and uncertainties include, but are not limited to, a limited operating history, need for additional capital, a volatile business and technological environment, the process to test and obtain approval to market the candidate pharmaceutical, the process to obtain continuing CMS approval and application for a new ACS code for our PEDD product for reimbursement, an evolving business model, and demand for our products. To address these risks, we must, among other things, gain access to capital in sufficient amounts and on acceptable terms, maintain and increase our customer base, implement and successfully execute our business strategy, develop the candidate pharmaceutical, continue to enhance our technology, provide superior customer service, and attract, retain, and motivate qualified personnel. There can be no guarantee that we will succeed in addressing such risks. | (1) On August 10, 2023 (the “Closing Date”), TriSalus Life Sciences, Inc., a Delaware corporation (the “Company,” “TriSalus,” “we,” “us”), formerly known as MedTech Acquisition Corporation (“MTAC”), consummated the previously announced merger pursuant to the Agreement and Plan of Merger, dated as of November 11, 2022, as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of April 4, 2023, the Second Amendment to Agreement and Plan of Merger, dated as of May 13, 2023, and the Third Amendment to Agreement and Plan of Merger, dated as of July 5, 2023 (as amended, the “Merger Agreement”), by and between MTAC Merger Sub, Inc., a Delaware corporation and wholly - owned subsidiary of MTAC (“Merger Sub”) and TriSalus Operating Life Sciences, Inc. (formerly known as TriSalus Life Sciences, Inc.), a Delaware corporation (“Legacy TriSalus”), whereby Merger Sub merged with and into Legacy TriSalus with the separate corporate existence of Merger Sub ceasing (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”) and TriSalus Life Sciences, Inc. becoming the surviving company. The closing of the Business Combination is herein referred to as “the Closing.” In connection with the consummation of the Merger, on August 10, 2023, Legacy TriSalus changed its name from TriSalus Life Sciences, Inc. to TriSalus Operating Life Sciences, Inc., and MTAC changed its name from MedTech Acquisition Corporation to TriSalus Life Sciences, Inc., the surviving company (“New TriSalus”). As further described in Note (3) Business Combination We are engaged in the research, development, and sales of innovative drug delivery technology and immune-oncology therapeutics to improve outcomes in difficult to treat liver and pancreatic cancer. Our technology is utilized in the delivery of our therapeutics and administered by interventional radiologists. We are developing and marketing two product lines — Pressure Enabled Drug Delivery (“PEDD”) infusion systems, in use today, and an investigational agent, nelitolimod (SD-101), which shows potential to enhance immune system response in the treatment of hepatocellular cancer, pancreatic cancer and other liver solid tumors. The combination of our PEDD technology with nelitolimod is focused on solving the two main barriers in the tumor micro environment that inhibits the success of immunotherapy. The first barrier (mechanical) is comprised of high intratumoral pressure within tumors that limits drug uptake and the second barrier (biological) is the reversal of intratumoral immunosuppression. Our PEDD with SmartValve™ is the only technology designed to work in synchrony with the cardiac cycle to open collapsed vessels in the tumor to enable deeper perfusion and improve therapeutic drug delivery in tumors with high intratumoral pressure. PEDD with SmartValve has been shown in prospective and retrospective clinical studies and in multiple pre-clinical models to improve therapy uptake and tumor response nelitolimod has a dual mechanism of action in solid tumors which includes the alteration of the tumor microenvironment by reducing immunosuppressive myeloid derived suppressor cells while simultaneously activating immune response and recruiting T cells to the tumor, allowing checkpoint inhibitors to work more effectively. TriNav™ is the newest therapy delivery device with SmartValve technology for the proprietary PEDD approach. Current sales consist of the TriNav Infusion System, introduced in 2020, and a family of related guiding catheters. In 2020, we gained transitional pass-through payments (“TPT”) approval from the Centers for Medicare & Medicaid Services (“CMS”), which allows hospitals to cover the cost of using TriNav. The approval expired at the end of 2023. On June 1, 2023, we applied for a new technology APC code with CMS. In December 2023, CMS granted a New Technology Healthcare Common Procedure Coding System (“HCPCS”) code for procedures involving TriNav. This new code, HCPCS C9797, has been assigned to the Ambulatory Payment Classification (“APC”) code 5194 - Level 4 Endovascular procedures. The new code became effective on January 1, 2024, and may be reported by hospital outpatient departments and ambulatory surgical centers. We believe the full potential of our technology can be realized through the combination of our drug delivery technology with immune-oncology drugs, so, in July 2020, we acquired our first immune-oncology drug, nelitolimod, and began clinical development of nelitolimod for treatment of liver and pancreatic cancers. We have funded operations to date principally with proceeds from the sale of preferred stock, from the issuance of debt and convertible debt, the exercise of warrants, and from proceeds received upon the closing of the Business Combination. Since inception of the Company in 2009 through December 31, 2023, we have issued for cash $164,364 of preferred stock, (of which $36,854 was raised at the closing of the Business Combination, including issuance of Series A convertible preferred stock), which, along with $560 of common stock and $57,466 of convertible notes and warrants, has funded the cumulative net losses of $248,377. During the year ended December 31, 2023, we raised a total of $9,189 in cash through issuance of Series B-2 and B-3 preferred stock, $9,630 from the exercise of warrants, and $179 from the exercise of stock options. See note (14) Convertible Preferred Stock As of December 31, 2023, we had cash, cash equivalents and restricted cash of $12,127. The Company is still in its early stage, has a history of recurring operating losses, has yet to generate revenues sufficient to create positive cash flow and has accumulated deficit of $248,377 as of December 31, 2023. We are currently undergoing a strategic transformation from a company focused solely on the sale of our infusion systems to a therapeutic company whereby our medical devices will be marketed alongside the pharmaceutical drugs and other treatments that the devices deliver to patients. This transformation requires that we restructure our operating infrastructure, resulting in an increase in operating expenses — including the development of a candidate pharmaceutical — that, in the short term, will not be fully offset by increased revenues. Without additional financing and based on our sales, operations and research and development plans, our management estimates that our existing cash and cash equivalents will be insufficient to fund our projected liquidity requirements for the next 12 months. In accordance with ASC Topic 205-40, Presentation of Financial Statements, Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, we are required to evaluate whether there is substantial doubt about our ability to continue as a going concern each reporting period. In evaluating our ability to continue as a going concern, management projected our cash flow sources and needs and evaluated the conditions and events have raised substantial doubt about our ability to continue as a going concern within one year after the date that these consolidated financial statements were issued. Management’s plans to address the conditions and events have considered our current projections of future cash flows, current financial condition, sources of liquidity and debt obligations for at least one year from the date of issuance of these consolidated financial statements in considering whether we have the ability to fund future operations and meet our obligations as they become due in the normal course of business. Our ability to fund future operations and to continue the execution of our long-term business plan and strategy, including our transformation into a therapeutics company, will require that we raise additional capital through a combination of collaborations, strategic alliances and licensing arrangements, and issuance of additional equity and/or long-term debt. As described in note (13) Standby Equity Purchase Agreement Our current operating plan, which is in part determined based on our most recent results and trends, along with the items noted above, causes substantial doubt to exist about our ability to continue as a going concern and management’s plans do not alleviate the existence of substantial doubt. Our financial statements have been prepared assuming we will continue as a going concern, which contemplates the continuity of normal business activities and realization of assets and settlement of liabilities in the normal course of business, and do not include any adjustments that might be necessary should we be unable to continue as a going concern. We are subject to various risks and uncertainties frequently encountered by companies in the early stages of growth, particularly companies in the rapidly evolving market for medical technology-based and pharmaceutical products and services. Such risks and uncertainties include, but are not limited to, a limited operating history, need for additional capital, a volatile business and technological environment, the process to test and obtain approval to market the candidate pharmaceutical, an evolving business model, and demand for our products. To address these risks, we must, among other things, gain access to capital in sufficient amounts and on acceptable terms, maintain and increase our customer base, implement and successfully execute our business strategy, develop the candidate pharmaceutical, continue to enhance our technology, provide superior customer service, and attract, retain, and motivate qualified personnel. There can be no guarantee that we will succeed in addressing such risks. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The interim unaudited condensed consolidated financial statements are comprised of the financial statements of the Company. In management’s opinion, the interim financial data presented includes all adjustments necessary for a fair presentation. All intercompany accounts and transactions have been eliminated. Certain information required by U.S. generally accepted accounting principles (“GAAP”) has been condensed or omitted in accordance with rules and regulations of the SEC. Operating results for the three months ended March 31, 2024, are not necessarily indicative of the results that may be expected for any future period or for the year ending December 31, 2024. The accompanying interim unaudited condensed financial statements should be read in conjunction with the Annual Report on Form 10-K for the year ended December 31, 2023. The December 31, 2023, condensed consolidated balance sheet is derived from the audited balance sheet included in the Annual Report on Form 10-K for the year ended December 31, 2023. A summary of our significant accounting policies is included in Note 2 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023. Certain of our accounting policies are considered critical, as these policies are the most important to the depiction of our financial statements and require significant, difficult or complex judgments by us, often employing the use of estimates about the effects of matters that are inherently uncertain. Such policies are summarized below. Certain amounts in prior periods have been reclassified to conform with the report classifications for the periods ended March 31, 2024 and 2024. Specifically, the Company reclassified certain components of other income (expense) on the condensed consolidated statements of operations and the condensed consolidated statements of cash flows to add clarity. Total other income (expense) did not change for the current period. (a) Warrants Liabilities Freestanding financial instruments that permit the holder to acquire shares that are either puttable by the holder, redeemable or contingently redeemable are required to be reported as liabilities in the financial statements. We present such liabilities on the balance sheets at their estimated fair values. Changes in fair value of the liability are calculated each reporting period, and any change in value are recognized in the condensed consolidated statements of operations. We have determined that the warrants issued to investors and lenders, which are exercisable for shares of our convertible preferred stock, should be classified as liabilities due to contingent redemption features of the underlying convertible preferred stock. In connection with the Business Combination, we assumed warrants to purchase common stock. The warrants include both publicly traded and privately held warrants. We value the liability for both sets of warrants based on the trading price of the publicly held warrants. See Note (10) Warrants (4) Financial Instruments (b) Contingent Earnout Liability In connection with the execution of the Merger Agreement, MTAC entered into a sponsor support agreement (the “Sponsor Support Agreement”) with MedTech Acquisition Sponsor LLC (the “Sponsor”), Legacy TriSalus and MTAC’s directors and officers (the Sponsor and MTAC’s directors and officers, collectively, the “Sponsor Holders”). Pursuant to the Sponsor Support Agreement, 3,125,000 shares of common stock in the Company (“Common Stock”) held by the Sponsor Holders immediately after the Closing Date (such shares, the “Sponsor Earnout Shares”) became unvested and subject to potential forfeiture if certain triggering events are not achieved prior to the 5 (4) Financial Instruments (9) Contingent Earnout Liability (c) Standby Equity Purchase Agreement In October 2023, we entered into the SEPA with YA II PN, Ltd. (“Yorkville”). Pursuant to the SEPA, we have the right, but not the obligation, to sell to Yorkville up to $30,000 of shares of Common Stock at our request at any time during the 24 months Derivatives and Hedging — Contracts on an Entity’s Own Equity (d) Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. The most significant estimates relate to the valuation of earnout, warrant and tranche liabilities, and the valuation allowance on deferred tax assets. (e) Research and Development Research and development (“R&D”) costs include our engineering, regulatory, pre-clinical and clinical activities. R&D costs are expensed as incurred. We are required to estimate our expenses resulting from our obligations under agreements with vendors, consultants, and contract research organizations, in connection with conducting R&D activities. The financial terms of these contracts are subject to negotiations, which vary from agreement to agreement and may result in payment flows that do not match the periods over which goods or services are provided. We reflect R&D expenses in our condensed consolidated financial statements by matching those expenses with the period in which services and efforts are expended. We account for these expenses according to the progress of the agreements, along with the preparation of financial models, taking into account discussions with research and other key personnel as to the progress of studies or other services being performed. To date, we have had no material differences between our estimates of such expenses and the amounts actually incurred. Nonrefundable advance payments for goods and services are deferred and recognized as expense in the period that the related goods are consumed or services are performed. Recently Adopted Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions In November 2023, the FASB issued ASU 2023-07, Improvements to Disclosures About Reportable Segments Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures | (2) (a) Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries as of December 31, 2023 and 2022, respectively: TriSalus Operating Life Sciences, Inc., TriSalus Medical LLC and TriSalus Therapeutics LLC. Unless otherwise specified, references to the Company are references to TriSalus Life Sciences Inc. and its consolidated subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. (b) Cash, Cash Equivalents, and Restricted Cash We consider all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. We invest excess cash primarily in money market funds. Restricted cash is held in a separate account at our bank to support our corporate credit card program. It is recorded in other assets on our consolidated balance sheet. (c) Concentrations of Credit Risk and Other Risks and Uncertainties Our cash is deposited primarily with two financial institutions. At times, the deposits in these institutions may exceed the amount of insurance provided on such deposits. We have not experienced any losses in such accounts and believe that we are not exposed to any significant risk on these balances. (d) Accounts Receivable and Customer Concentrations Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. We review our allowance for doubtful accounts periodically and establish reserves based on management’s expectations of realization based on historical write-off experience, as well as current general economic conditions and expectations regarding collection. Account balances are charged against the allowance after all reasonable means of collection have been exhausted and the potential for recovery is considered remote. We did not sell to any distributors during the year ended December 31, 2023. As of December 31, 2022, one distributor customer constituted 19% of our accounts receivable balance. We had one distributor customer which constituted 0% and 20% of our revenue for the years ended December 31, 2023 and 2022, respectively. The arrangement with this distributor terminated on December 31, 2022. (e) Inventory Inventory is carried at the lower of cost or net realizable value. The balance includes the cost of raw materials, and finished goods — including direct labor and manufacturing overhead — and is recorded on the first-in first-out method. Write-downs for excess and obsolete inventory are charged to cost of goods sold in the period when conditions giving rise to the write-downs are first recognized. Valuation reserves are recorded when, in our best judgment, we determine the carrying value of the affected inventory may be impaired or its net realizable value exceeds its cost. (f) Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. The most significant estimates relate to the valuation of warrant liabilities and tranche liabilities, the contingent earnout liability, certain of our clinical expense accruals, and the valuation allowance on deferred tax assets. (g) Property and Equipment Property and equipment are recorded at cost. Repairs and maintenance costs are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which range from two (h) Leases We account for leases in accordance with Accounting Standards Codification (“ASC”) Topic 842, Leases We have elected to not separate lease and non-lease components for any leases within our existing classes of assets and, as a result, account for any lease and non-lease components as a single lease component. We have also elected not to apply the recognition requirement for leases with a term of 12 months or less. We recognize an ROU asset and a lease liability at the lease commencement date. For operating and finance leases, the lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date. The lease liability is subsequently measured at amortized cost using the effective-interest method. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For finance leases, the ROU asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the lease term unless the lease transfers ownership of the underlying asset to the Company or the Company is reasonably certain to exercise an option to purchase the underlying asset. In those cases, the ROU asset is amortized over the useful life of the underlying asset. Amortization of the ROU asset is recognized and presented separately from interest expense on the lease liability. Finance lease ROU assets are presented with property and equipment, net in the Consolidated Balance Sheets. (i) Contingent Earnout Liability In connection with the execution of the Merger Agreement, MTAC entered into a sponsor support agreement (the “Sponsor Support Agreement”) with MedTech Acquisition Sponsor LLC (the “Sponsor”), Legacy TriSalus and MTAC’s directors and officers (the Sponsor and MTAC’s directors and officers, collectively, the “Sponsor Holders”). Pursuant to the Sponsor Support Agreement, 3,125,000 shares of common stock in the Company (“Common Stock”) held by the Sponsor Holders immediately after the Closing Date (such shares, the “Sponsor Earnout Shares”) became unvested and subject to potential forfeiture if certain triggering events are not achieved prior to the 5 (4) Financial Instruments and (9) Contingent Earnout Liability (j) Standby Equity Purchase Agreement In October 2023, the Company entered into a SEPA with Yorkville. Pursuant to the Purchase Agreement, the Company has the right, but not the obligation, to sell to Yorkville up to $30,000 of shares of Common Stock at the Company’s request any time during the 24 months following the execution of such purchase agreement, subject to certain conditions. The SEPA, in its entirety, is not classified as a liability pursuant to ASC 480, is accounted for as a derivative pursuant to ASC 815-10, Derivatives and Hedging (“ASC 815-10”). Changes in the fair value are recognized in earnings. (k) Impairment and Disposal of Long-Lived Assets We review long-lived assets and intangible assets (principally patents) for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is generally measured by a comparison of the carrying amount of the asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the estimated fair values of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell. (l) Share-Based Compensation We account for all employee share-based compensation awards by recording expense based on the estimated fair value of the awards at the time of grant using the Black-Scholes-Merton option valuation model (“Black-Scholes”) for stock options and price of our common stock on the grant date for restricted stock units (“RSUs”). The determination of fair value using an option-pricing model is affected by the estimated fair value of the Company’s stock, as well as assumptions regarding a number of variables including, but not limited to, the fair value of underlying stock at the grant date, expected volatility of the underlying stock over the term of the awards, projected employee stock option exercise behaviors, and risk-free interest rates. We have elected to not include an estimated forfeiture rate in our share-based compensation expense recognition, in accordance with ASC Topic 718, Compensation — Stock Compensation (m) Segment Reporting We have determined, in accordance with ASC Topic 280, Segment Reporting (n) Revenue Recognition Our revenue is derived from the shipments of our PEDD infusion systems to our customers. Our customers are generally comprised of hospitals, clinics and physicians. Under ASC Topic 606, Revenue Recognition 1. 2. 3. 4. 5. shipping terms, usually DAP (delivery at place). In those cases, we defer revenue recognition until we are assured the units have been delivered and control has transferred to the customer. (o) Research and Development Research and development (“R&D”) costs include our engineering, regulatory, pre-clinical and clinical activities. R&D costs are expensed as incurred and included development milestone payments of $1,000 to Dynavax for nelitolimod in each of the years ended December 31, 2023 and 2022, respectively. See Note (12) Dynavax Purchase We are required to estimate our expenses resulting from our obligations under agreements with vendors, consultants, and contract research organizations, in connection with conducting R&D activities. The financial terms of these contracts are subject to negotiations, which vary from agreement to agreement and may result in payment flows that do not match the periods over which goods or services are provided. We reflect R&D expenses in our consolidated financial statements by matching those expenses with the period in which services and efforts are expended. We account for these expenses according to the progress of the agreements, along with preparation of financial models, taking into account discussions with research and other key personnel as to the progress of studies or other services being performed. To date, we have had no material differences between our estimates of such expenses and the amounts actually incurred. Nonrefundable advance payments for goods and services are deferred and recognized as expense in the period that the related goods are consumed or services are performed. (p) Advertising Advertising expense, which is included in sales and marketing costs, is expensed as incurred, and expense for the years ended December 31, 2023 and 2022, was $1,346 and $2,201, respectively. (q) Income Taxes We account for income taxes pursuant to ASC Topic 740, Income Taxes The Company recognizes the effect of income tax positions when it is more likely than not, based on technical merits, that the position will be sustained upon examination. Through 2023, management determined that no uncertain tax positions have been taken or are expected to be taken that could have a material effect on the Company’s income tax liabilities. (r) Warrants and Tranche Rights and Obligation Liabilities Freestanding financial instruments that permit the holder to acquire shares that are either puttable by the holder, redeemable or contingently redeemable are required to be reported as liabilities in the financial statements. We present such liabilities on the balance sheets at their estimated fair values. Changes in fair value of the liability are calculated each reporting period, and any change in value are recognized in the consolidated statements of operations. We have determined that the warrants issued to investors and lenders, which are exercisable for shares of our convertible preferred stock, should be classified as liabilities due to contingent redemption features of the underlying convertible preferred stock. In connection with the Business Combination, we assumed warrants to purchase common stock. The warrants include both publicly traded and privately held warrants. We value the liability for both sets of warrants based on the trading price of the publicly - held warrants. See Note (10) Warrants (4) Financial Instruments The B-2 Preferred Stock Financing (as described in Note (14) Convertible Preferred Stock) and obligations are exercisable into shares of our convertible preferred stock at a specified future date. The second and third tranche rights and obligations are considered freestanding financial instruments, and are classified as liabilities under ASC 480. See Note (14) Convertible Preferred Stock (s) Net Loss per Share Net loss per share is calculated using the weighted average number of shares and dilutive common stock equivalents outstanding during the period. Warrants, convertible preferred stock, stock options, and restricted stock units, as described in Notes (10) Warrants, (14) Convertible Preferred Stock, (15) Stockholders’ Equity (t) Recent Accounting Pronouncements Recently issued and Adopted Accounting pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments In August 2020, the FASB issues ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40), which simplifies the accounting for convertible instruments and equity-linked financial instruments in addition to amending the EPS guidance in ASC 260 to improve the consistency of the diluted EPS calculation. The guidance modified the if-converted method of calculating diluted EPS and requires entities to use this method for all convertible instruments. For instruments that may be settled in cash or shares and aren’t liability-classified share-based payment awards, it requires entities to include the effect of potential share settlements in the diluted EPS calculation (if the effect is more dilutive). In addition, the ASU expanded the scope of the recognition and measurement guidance in ASC 260 to include equity-classified convertible preferred stock that includes a down round feature. We adopted ASU 2020-06 on January 1, 2022. The effect of the adoption had an immaterial impact on our consolidated financial statements. Recently issued Accounting Pronouncements Not Yet Adopted In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions In November 2023, the FASB issued ASU 2023-07, Improvements to Disclosures About Reportable Segments interim reports, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, add disclosure requirements for entities with a single reportable segment, and other enhancements. The ASU is effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 31, 2024. We will adopt ASU 2023-07 on January 1, 2024. We do not anticipate that the adoption of ASU 2022-07 will have a material impact on our consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures |
Business Combination
Business Combination | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Reverse Recapitalization [Abstract] | ||
Business Combination | (3) Business Combination On August 10, 2023, we consummated the previously announced merger pursuant to the Merger Agreement by and among MTAC, Merger Sub, Inc., and TriSalus Life Sciences, Inc. Upon the closing of the transactions contemplated by the Merger Agreement, Merger Sub merged with and into Legacy TriSalus (the “Business Combination”) with Legacy TriSalus surviving the merger as a wholly owned subsidiary of MTAC, renamed “TriSalus Operating Life Sciences, Inc.” In addition, in connection with the consummation of the Business Combination, MTAC was renamed “TriSalus Life Sciences, Inc.” Immediately prior to the effective time of the Business Combination, each in-the-money warrant of Legacy TriSalus that was unexercised and unexpired was automatically net exercised into the respective series of preferred stock of Legacy TriSalus. Each share of preferred stock of Legacy TriSalus (“Legacy TriSalus Preferred Stock”) that was issued and outstanding was then automatically converted into shares of common stock of Legacy TriSalus (“Legacy TriSalus Common Stock”) in accordance with the Amended and Restated Certificate of Incorporation of Legacy TriSalus at the then current conversion price, such that each converted share of Legacy TriSalus Preferred Stock was no longer outstanding and ceased to exist, and each holder of Legacy TriSalus Preferred Stock thereafter ceased to have any rights with respect to such securities. Proceeds from this transaction totaled $42,854. These proceeds were comprised of $2,704 from the MTAC trust account, and $40,150 received from the assumption of a concurrent private investment in public equity financing (“PIPE Financing”). Pursuant to the terms of the Merger Agreement, $6,000 of the proceeds were used to pay expenses incurred by MTAC related to the merger, resulting in net cash proceeds of $36,854. The Company incurred $6,069 in transaction costs relating to the merger with MTAC, of which $1,742 was recorded as a reduction of equity and the balance of $4,327 was recorded in general and administrative expense. Pursuant to the terms of the Merger Agreement, the existing stockholders of Legacy TriSalus exchanged their equity holdings at an exchange ratio of 0.02471853 (the “Exchange Ratio”) for an aggregate of 21,999,886 shares of our Common Stock. In addition, MTAC had previously issued public warrants and private placement warrants (collectively, the “MTAC Warrants”) as part of its initial public offering in November 2020. None of the terms of the MTAC Warrants were modified as a result of the Business Combination. See Note (10) Warrants | (3) Business Combination On August 10, 2023, we consummated the previously announced merger pursuant to the Merger Agreement by and among MTAC, Merger Sub, Inc., and TriSalus Life Sciences, Inc. Upon the closing of the transactions contemplated by the Merger Agreement, Merger Sub merged with and into Legacy TriSalus (the “Business Combination”) with Legacy TriSalus surviving the merger as a wholly-owned subsidiary of MTAC, renamed “TriSalus Operating Life Sciences, Inc.” In addition, in connection with the consummation of the Business Combination, MTAC was renamed “TriSalus Life Sciences, Inc.” Immediately prior to the effective time of the Business Combination, each in-the-money warrant of Legacy TriSalus that was unexercised and unexpired was automatically net exercised into the respective series of preferred stock of Legacy TriSalus. Each share of preferred stock of Legacy TriSalus (“Legacy TriSalus Preferred Stock”) that was issued and outstanding was then automatically converted into shares of common stock of Legacy TriSalus (“Legacy TriSalus Common Stock”) in accordance with the Amended and Restated Certificate of Incorporation of Legacy TriSalus at the then current conversion price, such that each converted share of Legacy TriSalus Preferred Stock was no longer outstanding and ceased to exist, and each holder of Legacy TriSalus Preferred Stock thereafter ceased to have any rights with respect to such securities. At the Closing Date, by virtue of the Business Combination and without any action on the part of MTAC, Merger Sub, Legacy TriSalus or the holders of any of the following securities: (a) (b) (c) The Business Combination was accounted for as a reverse recapitalization in conformity with accounting principles generally accepted in the United States. Under this method of accounting, MTAC was treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the fact that subsequent to the Business Combination, the Legacy TriSalus stockholders have a majority of the voting power of TriSalus, Legacy TriSalus comprises all of our ongoing operations, Legacy TriSalus has appointed a majority of our governing body, and Legacy TriSalus’ senior management comprises all of our senior management. Accordingly, for accounting purposes, the financial statements of the combined entity represented a continuation of the financial statements of Legacy TriSalus with the business combination being treated as the equivalent of Legacy TriSalus issuing stock for the net assets of MTAC, accompanied by a recapitalization. Operations prior to the Business Combination are those of Legacy TriSalus. Reported shares and earnings per share available to holders of the Company’s common stock, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination (1.0 share of Legacy TriSalus for approximately 0.02471853 shares of TriSalus). Proceeds from this transaction totaled $42,854. These proceeds were comprised of $2,704 from the MTAC trust account, and $40,150 received from the assumption of a concurrent private investment in public equity financing (“PIPE Financing”). Pursuant to the terms of the Merger Agreement, $6,000 of the proceeds were used to pay expenses incurred by MTAC related to the merger, resulting in net cash proceeds of $36,854. The Company incurred $6,069 in transaction costs relating to the merger with MTAC, of which $1,742 was recorded as a reduction of equity and the balance of $4,327 was recorded in general and administrative expense. Pursuant to the terms of the Merger Agreement, the existing stockholders of Legacy TriSalus exchanged their interests for shares of common stock of TriSalus. In addition, MTAC had previously issued public warrants and private placement warrants (collectively, the “MTAC Warrants”) as part of its initial public offering in November 2020. None of the terms of the MTAC Warrants were modified as a result of the Business Combination. On the Closing Date, the Company recorded a liability related to the MTAC Warrants of $2,568. During the period from August 10, 2023, to December 31, 2023, the fair value of the MTAC Warrants increased to $16,916, resulting in a loss on the change in fair value gain Immediately following the Business Combination, there were 26,316,681 shares of our Common Stock outstanding, options and RSUs to purchase an aggregate of 2,816,224 shares of common stock, and warrants outstanding to purchase 14,266,605 shares of common stock. PIPE Financing On the Closing Date, certain investors agreed to purchase an aggregate of 4,015,002 newly-issued shares of Series A Convertible Preferred Stock at a purchase price of $10.00 per share for an aggregate purchase price of $40,150, pursuant to separate subscription agreements dated June 7, 2023, and July 4, 2023 (collectively, the “Subscription Agreements”). See Note (14) Convertible Preferred Stock Sponsor Earnout In connection with the execution of the Merger Agreement, MTAC entered into the Sponsor Support Agreement. Pursuant to the Sponsor Support Agreement, the 3,125,000 Sponsor Earnout Shares became unvested and subject to potential forfeiture if certain triggering events are not achieved prior to the 5th anniversary of the Closing Date. Pursuant to the Sponsor Support Agreement, (i) 25% of the shares of our Common Stock held by the Sponsor Holders will only vest if, during the five years period following the Closing, the volume weighted average price of our Common Stock equals or exceeds $15.00 for any 20 trading days within a period of 30 consecutive trading days, (ii) 25% of the shares of our Common Stock held by the Sponsor Holders will only vest if, during the five years period following the Closing, the volume weighted average price of our Common Stock equals or exceeds $20.00 for any 20 trading days within a period of 30 consecutive trading days, (iii) 25% of the shares of our Common Stock held by the Sponsor Holders will only vest if, during the five years period following the Closing, the volume weighted average price of our Common Stock equals or exceeds $25.00 for any 20 trading days within a period of 30 consecutive trading days; and (iv) 25% of the shares of our Common Stock held by the Sponsor Holders will only vest if, during the five years period following the Closing, the volume weighted average price of our Common Stock equals or exceeds $30.00 for any 20 trading days within a period of 30 consecutive trading days. Additionally, the Sponsor Earnout Shares will vest if there is a change in control of our company on or before the 5th anniversary of the Closing Date that results in the holders of our Common Stock receiving a price per share equal to or in excess of the applicable earnout targets. Any such shares held by the Sponsor Holders that remain unvested after the 5th anniversary of the Closing will be forfeited. See Note (9) Contingent Earnout Liability |
Financial Instruments
Financial Instruments | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | ||
Financial Instruments | (4) Financial Instruments Our financial instruments consist of cash, cash equivalents, accounts receivable, trade payables, contingent earnout liability, and warrants to purchase preferred and common stock. The carrying values of these financial instruments (other than warrants and tranche and earnout liabilities, which are held at fair value) approximate fair value at March 31, 2024, and December 31, 2023. In general, asset and liability fair values are determined using the following categories: Level 1 — Inputs utilize quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs include quoted prices for similar assets or liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. Level 3 — Inputs are unobservable inputs and include situations where there is little, if any, market activity for the balance sheet items at period end. Pricing inputs are unobservable for the terms and are based on the Company’s own assumptions about the assumptions that a market participant would use. Our warrant, tranche and earnout liabilities are measured at fair value on a recurring basis. At the Closing Date, we assumed warrants to purchase 14,266,605 shares of common stock for $11.50 (see Note (10) Warrants At the Closing Date, we determined the fair value of the earnout liability to be $28,927 based on a Monte Carlo simulation of future trading prices for our common stock. See Note (9) Contingent Earnout Liability On October 2, 2023, we entered into the SEPA with Yorkville. Upon execution of the SEPA, we determined the fair value of the SEPA derivative liability to be $183 based on a scenario-based model. See Note (13) Standby Equity Purchase Agreement The carrying amount of our outstanding SPAC warrants liabilities was $14,214 at March 31, 2024. The carrying amount of outstanding earnout liability was $22,620 at March 31, 2024. The carrying amount of the outstanding SEPA derivative liability was $366 at March 31, 2024. The carrying values of the warrant liabilities represent the remeasurement to fair value each reporting period based on Level 1 inputs for the publicly traded Public Warrants and Level 2 inputs for the Private Placement Warrants. The carrying amounts of the contingent earnout liability and SEPA derivative liability represent the remeasurement to fair value each reporting period based on unobservable, or Level 3, inputs, using assumptions made by us, including the market price of our common stock and the observed volatility of a peer group of companies. The following tables summarize the changes in fair value of our outstanding warrant liabilities, contingent earnout liability and SEPA derivative liability for the three months ended March 31, 2024 and 2023. Fair Value at Change in Fair Value at December 31, Unrealized Issuances March 31, Warrant Liabilities 2023 (Gains) Losses (Settlements) 2024 Public warrants - Level 1 $ 9,855 $ (1,574) $ — $ 8,281 Private warrants - Level 2 $ 7,061 $ (1,128) $ — $ 5,933 Total $ 16,916 $ (2,702) $ — $ 14,214 Fair Value at Change in Net Transfer Fair Value at December 31, Unrealized Issuances In (Out) of March 31, Level 3 Liabilities 2023 (Gains) Losses (Settlements) Level 3 2024 Contingent earnout liability $ 18,632 $ 3,988 $ — $ — $ 22,620 SEPA derivative liability $ 185 $ 181 $ — $ — $ 366 Fair Value at Change in Net Transfer Fair Value at December 31 Unrealized Issuances In (Out) of March 31, Level 3 Liabilities 2022 (Gains) Losses (Settlements) Level 3 2023 Warrant liabilities $ 369 $ (1) $ (106) $ — $ 262 Series B-2 tranche liabilities $ 4,702 $ (608) $ (881) $ — $ 3,213 Series B-3 warrant liabilities $ 15,819 $ (1,812) $ (6,880) (1) $ — $ 7,127 (1) This amount includes settlements of $11,527 , transferred to convertible preferred stock, offset by issuances of $4,647 | (4) Our financial instruments consist of cash, accounts receivable, trade accounts payable, tranche and warrant liabilities to purchase preferred stock and the contingent earnout liability. The carrying values of these financial instruments (other than the contingent earnout liability, tranche liabilities, and warrant liabilities, which are held at fair value) approximate fair value for the years ended December 31, 2023 and 2022. In general, asset and liability fair values are determined using the following categories: Level 1 — Inputs utilize quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs include quoted prices for similar assets or liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. Level 3 — Inputs are unobservable inputs and include situations where there is little, if any, market activity for the balance sheet items at period end. Pricing inputs are unobservable for the terms and are based on the Company’s own assumptions about the assumptions that a market participant would use. Our warrant, tranche and earnout liabilities are measured at fair value on a recurring basis. Financial Instruments Prior to the Business Combination Our financial instruments, including tranche liabilities and warrant liabilities, are measured at fair value on a recurring basis, including immediately prior to exercise. The carrying amount of liabilities related to purchase Legacy TriSalus preferred stock was zero and $16,188 at December 31, 2023 and 2022, respectively, and the carrying amount of outstanding tranche liabilities was zero and $4,702 at December 31, 2023 and 2022, respectively. These carrying values represent the remeasurement to fair value at each reporting period based on unobservable inputs, or Level 3 inputs, using assumptions made by us, including the probabilities assigned to a status quo scenario and the potential closing of the Business Combination (see Note (3) Business Combination (14) Convertible Preferred Stock In October 2022, we sold shares of Series B-2 preferred stock with accompanying warrants to purchase Series B-3 preferred stock (see Note (14) Convertible Preferred S tock (3) Business Combination (10) Warrants In the first half of 2023, we sold shares of Series B-2 preferred stock with accompanying warrants to purchase Series B-3 preferred stock as part of the Second Tranche Closings (see Note (10) Warrants Immediately prior to the exercise of the warrants to purchase Series B-3 preferred stock in February, March, June and July 2023, the associated liabilities were remeasured to fair value. In July 2023, warrants to purchase 2,239,309 shares of Series B-3 preferred stock were exercised for $4,530. At the Closing Date of the Business Combination, all in-the-money outstanding warrants and Series B-3 Warrants were remeasured to fair value, net-exercised, converted to shares of common stock of Legacy TriSalus, and then exchanged for shares of TriSalus common stock at the Exchange Ratio. Out-of-the-money warrants expired, resulting in a gain on expiration of $18. The Series B-2 tranche liabilities also expired at the Closing Date of the Business Combination. The following tables summarize the changes in fair value of our outstanding warrant and tranche liabilities for the years ended December 31, 2023 and 2022: Fair Value at Change in Net Transfer Fair Value at December 31, Unrealized Issuances In (Out) of December 31, Level 3 Liabilities 2021 (Gains) Losses (Settlements) Level 3 2022 Warrant liability $ 391 $ (22) $ — $ — $ 369 Series B-2 tranche liabilities $ — $ (1,645) $ 6,347 $ — $ 4,702 Series B-3 warrant liabilities $ — $ 3,853 $ 11,966 $ — $ 15,819 Warrant liability $ 369 $ (107) $ (262) $ — $ — Series B-2 tranche liabilities $ 4,702 $ (3,200) $ (1,502) $ — $ — Series B-3 warrant liabilities $ 15,819 $ (311) $ (15,508) (1) $ — $ — (1) This amount includes settlements of $25,409 , and final net exercise of $4,800 , transferred to convertible preferred stock, offset by issuances of $14,701 Financial Instruments After Business Combination At the Closing Date, we assumed warrants to purchase 14,266,605 shares of common stock for $11.50 (see Note (10) Warrants At the Closing Date, we determined the fair value of the earnout liability to be $28,927 based on a Monte Carlo simulation of future trading prices for our common stock. See Note (9) Contingent Earnout Liability In August 2023, the Board approved a warrant repurchase program (the “Warrant Repurchase Program”), authorizing an aggregate expenditure of up to On October 2, 2023, we entered into a SEPA with Yorkville. Upon execution of the SEPA, we determined the fair value of the SEPA derivative liability to be $183 based on a scenario-based model. See Note (13) Standby Equity Purchase Agreement The carrying amount of our outstanding Public and Private Placement Warrants liabilities was $16,916 at December 31, 2023. The carrying amount of outstanding earnout liability was $18,632 at December 31, 2023. The carrying amount of the outstanding SEPA derivative liability was $185 at December 31, 2023. The carrying values of the warrant liabilities represent the remeasurement to fair value each reporting period based on Level 1 inputs for the publicly traded Public Warrants and Level 2 inputs for the private placement Private Placement Warrants. The carrying amounts of the contingent earnout liability and SEPA derivative liability represent the remeasurement to fair value each reporting period based on unobservable, or Level 3, inputs, using assumptions made by us, including the market price of our common stock and the observed volatility of a peer group of companies. The following tables summarize the changes in fair value of our outstanding warrant liabilities, contingent earnout liability and SEPA derivative liability for the year ended December 31, 2023. The warrant, earnout liability, and SEPA derivative liabilities were not present for the year ended December 31, 2022. Fair Value at Change in Net Transfer Fair Value at December 31, Unrealized Issuances In (Out) of December 31, Level 3 Liabilities 2022 (Gains) Losses (Settlements) Level 3 2023 Warrant liabilities $ — $ 14,368 $ 2,548 $ — $ 16,916 Contingent earnout liability $ — $ (10,295) $ 28,927 $ — $ 18,632 SEPA derivative liability $ — $ 2 $ 183 $ — $ 185 |
Cash, cash equivalents and rest
Cash, cash equivalents and restricted cash | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Cash and Cash Equivalents [Abstract] | ||
Cash, cash equivalents and restricted cash | (5) Cash, Cash Equivalents and Restricted Cash Cash, cash equivalents and restricted cash, as presented in the Condensed Consolidated Statements of Cash Flows, consisted of the following: March 31, December 31, 2024 2023 Cash and cash equivalents $ 3,970 $ 11,777 Restricted cash (included in Other assets) 350 350 Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows $ 4,320 $ 12,127 Restricted cash of $350 is held by our bank to support our corporate credit card program. | (5) Cash, cash equivalents and restricted cash, as presented in the Consolidated Statements of Cash Flows, consisted of the following: December 31, December 31, 2023 2022 Cash and cash equivalents $ 11,777 $ 9,414 Restricted cash (included in Other assets) 350 250 Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows $ 12,127 $ 9,664 Restricted cash is $350 held by our bank to support our corporate credit card program. |
Inventory
Inventory | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | ||
Inventory | (6) Inventory The components of inventory are summarized as follows: March 31, December 31, 2024 2023 Raw materials $ 790 $ 607 Finished goods 2,123 1,938 Inventory, net $ 2,913 $ 2,545 Finished goods amounts include a reserve for excess or obsolete inventory of $211 and $117 as of March 31, 2024, and December 31, 2023, respectively. | (6) The components of inventory at December 31 are summarized as follows: 2023 2022 Raw materials $ 607 $ 753 Finished goods 1,938 718 Inventory, net $ 2,545 $ 1,471 The finished goods amounts in the table above include a reserve for excess inventory of $117 and $43 as of December 31, 2023 and 2022, respectively. |
Long-Lived Assets
Long-Lived Assets | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Long-Lived Assets | (7) Property and Equipment Property and equipment as of December 31, 2023 consists of the following: Useful Life (Years) 2023 2022 Machinery and equipment 5 7 $ 2,955 $ 2,795 Computers and software 2 970 602 Furniture 5 474 475 Leasehold improvements 5 772 772 Other property 7 13 12 Gross property and equipment 5,184 4,656 Less accumulated depreciation (3,093) (2,425) Net property and equipment $ 2,091 $ 2,231 Depreciation expense for property and equipment for the years ended December 31, 2023 and 2022, was $684 and $276, respectively. The Company did not recognize any impairment losses for the years ended December 31, 2023 and 2022, other than losses on disposal of $44 and $310 in 2023 and 2022, respectively. Intangible Assets Intangible assets consist entirely of patent costs that provide the Company with rights, titles, and interests in the development of certain processes, discoveries, and inventions with the right to commercialize that are probable of future economic benefits. Patent costs associated with pharmaceutical intellectual property are expensed as incurred as future economic benefits are not deemed to be probable. Intangible assets are recorded at cost and are amortized over the estimated life of the patents, based on the approval and expiration dates applicable to each patent — typically 20 years — on a straight-line basis. Amortization expense related to intellectual property for 2023 and 2022 was $18 2024 $ 88 2025 88 2026 88 2027 88 2028 88 Thereafter 687 $ 1,127 |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Payables and Accruals [Abstract] | ||
Accrued Liabilities | (8) Accrued Liabilities Accrued Liabilities consists of the following: March 31, December 31, 2024 2023 Accrued liabilities - clinical trials $ 3,345 $ 3,115 Accrued liabilities 2,992 2,790 Accrued bonus 4,662 3,736 Accrued vacation 353 327 Accrued payroll 37 557 Accrued taxes 34 31 Total accrued liabilities $ 11,423 $ 10,556 | (8) Accrued liabilities consists of the following: December 31, 2023 2022 Accrued liabilities - clinical trials $ 3,115 $ 410 Accrued liabilities - other $ 2,790 $ 2,495 Accrued incentives 3,736 2,896 Accrued vacation 327 329 Accrued payroll 557 247 Accrued taxes $ 31 $ — $ 10,556 $ 6,377 |
Contingent Earnout Liability
Contingent Earnout Liability | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Contingent Earnout Liability | (9) Contingent Earnout Liability In connection with the execution of the Merger Agreement (see Note (3) Business Combination) The estimated fair value of the total contingent earnout liability at the closing on August 10, 2023, was $28,927 based on a Monte Carlo simulation valuation model. The liability was remeasured to its fair value of $18,632 and $22,620 as of December 31, 2023 and March 31, 2024, respectively. This remeasurement resulted in the recording of $3,988 for the three months ended March 31, 2024, classified as change in fair value of contingent earnout liability in the Condensed Consolidated Statements of Operations. Assumptions used in the valuation are described below: March 31, December 31, 2024 2023 Current stock price $ 9.75 $ 8.45 Expected share price volatility 65.0 % 65.0 % Risk-free interest rate 4.3 % 3.9 % Expected term (years) 4.4 4.6 Estimated dividend yield — % — % The estimated fair value of the liability was determined using a Monte Carlo simulation valuation model using a distribution of potential outcomes. The inputs and assumptions utilized in the calculation require management to apply judgment and make estimates including: (a) expected volatility, which is based on the historical equity volatility of publicly traded peer companies for a term equal to the expected term of the earnout period; (b) expected term, which we based on the earnout period per the agreement; (c) risk-free interest rate, which was determined by reference to the U.S. Treasury yield curve for time periods commensurate with the expected term of the earnout period; and (d) expected dividend yield, which we estimate to be 0% based on the fact that we have never paid or declared dividends. These estimates may be subjective in nature and involve uncertainties and matters of judgment and therefore cannot be determined with exact precision. | (9) Contingent Earnout Liability As described in Note (2) Summary Of Significant Accounting Policies (3) Business Combination The estimated fair value of the total contingent earnout liability at the closing on August 10, 2023, was $28,927 based on a Monte Carlo simulation valuation model. The liability was remeasured to its fair value of $18,632 as of December 31, 2023. This remeasurement resulted in the recording gain December 31, September 30, 2023 2023 Current stock price $ 8.45 $ 5.12 Expected share price volatility 65.0 % 65.0 % Risk-free interest rate 3.9 % 4.6 % Expected term (years) 4.6 4.9 Estimated dividend yield — % — % The estimated fair value of the liability was determined using a Monte Carlo simulation valuation model using a distribution of potential outcomes. The inputs and assumptions utilized in the calculation require management to apply judgment and make estimates including: (a) (b) (c) (d) These estimates may be subjective in nature and involve uncertainties and matters of judgment and therefore cannot be determined with exact precision. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | (10) Warrants Warrants outstanding at December 31, 2023, and December 31, 2022, are as follows: December 31, 2023 December 31, 2022 Public Warrants 8,281,779 — Private Placement Warrants 5,933,333 — Series B-3 Warrants — 15,819,000 Total warrants 14,215,112 15,819,000 Public and Private Placement Warrant Liabilities In connection with consummation of the Business Combination, the Company assumed the warrant liabilities associated with 8,333,272 Public Warrants. Each Public Warrant is exercisable to purchase one share of common stock at a price of $11.50 per share, subject to adjustment in September 2023. As of December 31, 2023, there were 8,281,779 Public Warrants outstanding. The Public Warrants expire on August 10, 2028 or earlier upon redemption or liquidation. In addition to the Public Warrants, the Company assumed the warrant liabilities associated with 5,933,333 MTAC Private Placement Warrants. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the common stock issuable upon the exercise of the Private Placement Warrants would not be transferable, assignable or saleable until 30 days after the completion of the Business Combination, subject to certain limited exceptions. As of September 10, 2023, the Private Placement Warrants became transferable, except for those warrants held by persons who signed a lockup agreement in association with the Business Combination. Additionally, the Private Placement Warrants are exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. As of December 31, 2023, there were 5,933,333 Private Placement Warrants outstanding. On December 26, 2023, the SEC declared effective an amended registration statement on Form S-1 registering the issuance of the shares of common stock issuable upon exercise of the warrants and will use its best efforts to maintain a current prospectus relating to those shares of common stock until the warrants expire or are redeemed, as specified in the warrant agreement. The Company may redeem for cash the outstanding Warrants: a. b. c. d. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis.” The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. Accordingly, the warrants may expire worthless. We determined that both the Public and Private placement Warrants do not meet the criteria to be equity classified and should be recorded as liabilities. Our analysis concluded liability classification under ASC 815, Derivatives and Hedging At the close of the Business Combination, the fair values of the Public Warrants and Private Placement Warrants were $1,500 and $1,068, respectively. As of December 31, 2023, the fair values of the Public Warrants and Private Placement Warrants were $9,855 and $7,061, respectively. The fair value of the Public Warrants has been measured based on the quoted price of such warrants on the Nasdaq Global. The transfer of Private Placement Warrants to anyone outside of a small group of individuals who are permitted transferees would result in the Private Placement Warrants having substantially the same terms as the Public Warrants. Therefore, we determined that the fair value of each Private Warrant is equivalent to that of each Public Warrant. Series B-3 Warrants The Series B-3 Warrants were issued in conjunction with shares of Series B-2 preferred stock in October 2022, March 2023 and May 2023. Each warrant allowed the holder to purchase one share of Series B-3 preferred stock for $0.05. The Series B-3 Warrants expired at the earlier of October 5, 2028, or the closing date of a change of control transaction. All in-the-money warrants that were outstanding at a change of control transaction would automatically net exercise. In July 2023, Series B-3 Warrants to purchase 2,239,309 shares of Series B-3 preferred stock were exercised for $4,530. At the Closing Date of the Business Combination, all in-the-money outstanding warrants and Series B-3 Warrants were net-exercised and converted to shares of common stock of Legacy TriSalus, then exchanged for shares of TriSalus common stock. Out-of-the-money warrants for other classes of preferred stock expired. The Series B-2 tranche liabilities also expired at the Closing Date of the Business Combination. Warrant Repurchase Program In August 2023, our Board approved a warrant repurchase program, authorizing the repurchase of some or all of the Public Warrants (the “Warrant Repurchase Program”). The Board authorized an aggregate expenditure of up to $4,000 for such repurchases. The repurchases were to be made from time to time in open market or privately negotiated transactions. The Warrant Repurchase Program did not obligate us to purchase any Public Warrants and could be terminated, increased or decreased by the Board in its discretion at any time. We adopted a purchase plan pursuant to Rule 10b5-1 under the Exchange Act in October 2023. Through December 31, 2023, we repurchased 51,493 Public Warrants for $20. The purchase plan was discontinued in December 2023. |
Income Taxes
Income Taxes | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | (11) Income Taxes At the end of each interim period, we make our best estimate of the effective tax rate expected to be applicable for the full calendar year and use that rate to provide for income taxes on a current year-to-date basis before discrete items. If a reliable estimate cannot be made, we may make a reasonable estimate of the annual effective tax rate, including use of the actual effective rate for the year-to-date. The impact of the discrete items is recorded in the quarter in which they occur. We utilize the balance sheet method of accounting for income taxes and deferred taxes which are determined based on the differences between the financial statements and tax basis of assets and liabilities given the provisions of the enacted tax laws. In assessing the realizability of the deferred tax assets, we considered whether it is more likely than not that some portion or all of the deferred tax assets will not be realized through the generation of future taxable income. In making this determination, we assessed all of the evidence available at the time including recent earnings, forecasted income projections, and historical financial performance. We have fully reserved deferred tax assets as a result of this assessment. Based on our full valuation allowance against the net deferred tax assets, our effective federal tax rate for the calendar year is zero, and we recorded an immaterial income tax expense in the three months ended March 31, 2024 and 2023. We continue to believe it is more likely than not that some or all of the benefits from its deferred tax assets will not be realized, and accordingly, believe a valuation allowance is still warranted on these assets. Management assesses the available positive and negative evidence, including future reversals of temporary differences, tax-planning strategies and future taxable income, to estimate whether sufficient future taxable income will be generated to permit the use of deferred tax assets. If we conclude it is more likely than not that a portion, or all, of our deferred tax assets will not be realized, the deferred tax asset is reduced by a valuation allowance. A significant piece of objective negative evidence evaluated is the cumulative loss incurred over recent years. Such objective negative evidence limits the ability to consider other subjective positive evidence. The amount of the deferred tax asset considered realizable could be adjusted if estimates of future taxable income change or if objective negative evidence, in the form of cumulative losses, is no longer present and additional weight is given to subjective evidence such as future growth. We evaluate the appropriateness of its valuation allowance on a quarterly basis. | (11) We utilize the balance sheet method of accounting for income taxes and deferred taxes which are determined based on the differences between the financial statements and tax basis of assets and liabilities given the provisions of the enacted tax laws. The income tax expenses (benefits) from continuing operations for the years ended December 31, 2023 and 2022, are summarized as follows: 2023 2022 Federal: Current $ — $ — Deferred — — — — State: Current 9 9 Deferred — — 9 9 Total $ 9 $ 9 The provision for income taxes differs from income taxes computed at the federal statutory tax rates for the years ended December 31, 2023 and 2022, due to the following items: 2023 2022 Statutory rate 21.0 % 21.0 % State and local taxes 3.4 2.0 Change in valuation allowance (22.0) (19.0) Disallowed interest expense on convertible debt — — Prior year true-up 1.0 1.0 Permanent differences (3.4) (5.0) — % — % The income tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and liabilities at December 31, 2023 and 2022, are presented below: 2023 2022 Deferred tax assets: NOL carryforwards $ 37,322 $ 30,421 Fixed assets and intangibles 2,565 2,371 Accruals 1,115 815 Inventory 222 76 Charitable contributions 37 35 Right-of-use assets 46 52 Capitalized R&D expenses 10,176 4,613 Stock-based compensation expense 305 76 Total deferred income tax assets 51,788 38,459 Deferred tax liabilities: Prepaid expenses (470) (101) Total deferred income tax assets and liabilities 51,318 38,358 Less: valuation allowance (51,318) (38,358) Net deferred income tax assets and liabilities $ — $ — In assessing the realizability of our deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. As we do not have any historical taxable income, projections of future taxable income over the periods in which the deferred tax assets are deductible, and after consideration of the history of operating losses, we do not believe it is more likely than not that we will realize the benefits of the net deferred tax assets and, accordingly, have established a valuation allowance equal to 100% of net deferred tax assets. The change in the valuation allowance for the years ended December 31, 2023 and 2022 was $13,192 and $8,728, respectively. As of December 31, 2023, we had net operating losses (“NOLs”) as follows (the NOLs which do not expire are subject to an annual utilization limitation of 80% of taxable income): December 31, 2023 Federal State NOLs expiring between 2029 and 2037 $ 43,912 $ 81,902 NOLs which do not expire 109,966 26,351 Total NOLs $ 153,878 $ 108,253 The Internal Revenue Code contains provisions that may further limit the net operating loss carryovers available to be used in any one year if certain events occur, including significant changes in ownership interests. Utilization of net operating loss and tax credit carryforwards are subject to a substantial annual limitation due to the ownership change limitations set forth in Section 382 of the Code and similar state provisions. We prepared an Internal Revenue Code 382 analysis to determine the annual limitations on our consolidated net operating loss carryforwards. All of our tax attributes are subject to an annual limitation. Such annual limitations could result in the expiration of the net operating loss and tax credit carryforwards before utilization. As of December 31, 2023 and 2022, we did not have any unrecognized tax benefits and do not expect that the amount of unrecognized tax benefits will change significantly within the next 12 months. Our accounting policy is to accrue interest and penalties related to unrecognized tax benefits as a component of income tax expense. We are subject to taxation in the United States, various state jurisdictions, and various foreign jurisdictions. We are subject to income tax examination by U.S. and state tax authorities for the calendar year ended December 31, 2023 and forward. However, to the extent allowed by law, the taxing authorities may have the right to examine prior periods where net operating losses and credits were generated and carried forward, and make adjustments up to the amount of the net operating losses and credits utilized in open tax years. |
Dynavax Purchase
Dynavax Purchase | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | ||
Dynavax Purchase | (12) Dynavax Purchase We purchased all of the intellectual property and trial drug substance for nelitolimod from Dynavax Technologies (“Dynavax”) in 2020. This was a purchase of in-process research and development (“IPR&D”). nelitolimod, an investigational agent in development, is a toll-like receptor 9 (“TLR9”) agonist which is believed to bind to the TLR9 receptors found on suppressive immune cells including myeloid-derived suppressor cells (“MDSCs”) and antigen-presenting immune cells. We believe that nelitolimod, when delivered using our PEDD devices, can improve therapeutic distribution to solid tumors and improve outcomes for liver metastases and pancreatic cancer. Payments under the Dynavax purchase agreement consist of: (a) one upfront payment of $9,000 that was split into two payments ($5,000 and $4,000, paid in July and December 2020, respectively), (b) milestone payments upon the achievement of certain development and commercial milestones, and (c) royalty payments based on aggregate annual net sales after nelitolimod receives Food and Drug Administration (“FDA”) approval to be sold. The milestone payments range from $1,000 to $10,000, triggered by development achievements for each of up to four indications. The development milestone payments cannot exceed $170,000. We have made milestone payments of $1,000 in September 2021, after initiating our clinical study of uveal melanoma liver metastases, June 2022, after initiating our clinical study for primary liver tumors, and August 2023, after initiating our clinical study for pancreatic cancer. In aggregate, the commercial milestones shall not exceed $80,000. We will also pay annual royalties at the rate of 10% for aggregate annual net sales less than or equal to $1,000,000 and 12% for aggregate annual net sales above that amount. We record the milestone payments in R&D expense when they are incurred. We have reflected these milestone payments in the Condensed Consolidated Statements of Cash Flows as investing activities to reflect the contractual investment in the IPR&D. The milestone payments and royalty payments are contingent upon future events and therefore will also be recorded as expense when it is probable that a milestone has been achieved or when royalties are due. | (12) We purchased all of the intellectual property and trial drug substance for nelitolimod from Dynavax Technologies (“Dynavax”) in 2020. This was a purchase of in-process research and development (“IPR&D”). nelitolimod, an investigational agent in development, is a toll-like receptor 9 (“TLR9”) agonist which is believed to bind to the TLR9 receptors found on suppressive immune cells including myeloid-derived suppressor cells (“MDSCs”) and antigen-presenting immune cells. We believe that nelitolimod, when delivered using our PEDD devices, can improve therapeutic distribution to solid tumors and improve outcomes for liver metastases and pancreatic cancer. Payments under the Dynavax purchase agreement consist of: (a) one upfront payment of $9,000 that was split into two payments ($5,000 and $4,000, paid in July and December 2021, respectively), (b) milestone payments upon the achievement of certain development and commercial milestones, and (c) royalty payments based on aggregate annual net sales after nelitolimod receives FDA approval to be sold. The milestone payments range from $1,000 to $10,000, triggered by development achievements for each of up to four indications. The development milestone payments cannot exceed $170,000. We made a milestone payment of $1,000 in each of September 2021, after initiating our clinical study of uveal melanoma liver metastases; June 2022, after initiating our clinical study for primary liver tumors; and August 2023, after initiating our clinical study for pancreatic cancer. In aggregate, the commercial milestones shall not exceed $80,000.We will also pay annual royalties at the rate of 10% for aggregate annual net sales less than or equal to $1,000,000 and 12% for aggregate annual net sales above that amount. We recorded the development milestone payments in R&D in 2023 and 2022. We have reflected these milestone payments in the Consolidated Statements of Cash Flows as investing activities to reflect the contractual investment in the IPR&D. The milestone payments and royalty payments are contingent upon future events and therefore will also be recorded as expense when it is probable that a milestone has been achieved or when royalties are due. |
Standby Equity Purchase Agreeme
Standby Equity Purchase Agreement | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Standby Equity Purchase Agreement | (13) Standby Equity Purchase Agreement In October 2023, we entered into the SEPA with Yorkville. Yorkville is a fund managed by Yorkville Advisors Global, LP. Pursuant to the SEPA, the Company shall have the right, but not the obligation, to sell to Yorkville up to $30.0 million of Common Stock, par value $0.0001 per share, at the Company’s request any time during the commitment period commencing on October 2, 2023 (the “Effective Date”), and terminating on the first day of the month following the 24-month anniversary of the Effective Date. Each issuance and sale by the Company to Yorkville under the SEPA (an “Advance”) is subject to a maximum limit equal to the greater of: (i) an amount equal to 100% of the average of the daily volume of the Common Stock on the Nasdaq Stock Market (“Nasdaq”) for the 10 trading days immediately preceding an Advance notice, or (ii) 1,000,000 shares of Common Stock. At the election of the Company, the shares will be issued and sold to Yorkville at a per-share price equal to: (i) 96% of the Market Price (as defined below) for any period commencing on the receipt of the Advance notice by Yorkville and ending on 4:00 p.m. New York City time on the applicable Advance notice date (the “Option 1 Pricing Period”), or (ii) 97% of the Market Price for any three As described in Note (2) Summary of Significant Accounting Policies The estimated fair value of the SEPA liability on December 31, 2023, was $185, which was determined using a scenario-based valuation model. The liability was remeasured to its fair value of $366 as of March 31, 2024, and is classified within other long-term liabilities in the Condensed Consolidated Balance Sheets. This remeasurement resulted in the recognition of a loss of $181 for three months ended March 31, 2024, classified as change in fair value of SEPA, tranche and warrant liabilities in the Condensed Consolidated Statement of Operations. Assumptions used in the valuation are described below: Valuation assumptions: March 31, 2024 December 31, 2023 Expected draws $ 11,900 $ 5,000 Expected probability of draws 100.0 % 90.0 % Risk-free interest rate 5.5 % 5.4 % The estimated fair value of the liability was determined using a scenario-based valuation model which assigned a probability to a number of different outcomes. The inputs and assumptions utilized in the calculation require management to apply judgment and make estimates including: (a) total expected draws of $11,900 and $5,000, at March 31, 2024, and December 31, 2023, respectively, through the issuance of multiple separate advances under the Option 2 Pricing Period at March 31, 2024, and Option 1 Pricing Period at December 31, 2023; (b) the expected probability of the draws on the SEPA, which we estimate based on our expectation of the draws being completed; and (c) risk-free interest rate, which was determined by reference to the U.S. Treasury yield curve for time periods commensurate with the expected term of the agreement in relation to the date of the expected draw. These estimates may be subjective in nature and involve uncertainties and matters of judgment and therefore cannot be determined with exact precision. During the three months ended March 31, 2024, we sold 350,000 shares of common stock under the SEPA, raising approximately $3,141. In April 2024, we sold 400,000 shares of common stock under the SEPA, raising $3,602. | (13) Standby Equity Purchase Agreement On October 2, 2023, we entered into a Standby Equity Purchase Agreement (“SEPA”) with Yorkville. Yorkville is a fund managed by Yorkville Advisors Global, LP. Pursuant to the SEPA, the Company shall have the right, but not the obligation, to sell to Yorkville up to $30.0 million of Common Stock, par value $0.0001 per share, at the Company’s request any time during the commitment period commencing on October 2, 2023 (the “Effective Date”) and terminating on the first day of the month following the 24 10 three As described in Note (2) Summary of Significant Accounting Policies The estimated fair value of the SEPA derivative liability on October 2, 2023 was $183, which was determined using a scenario-based valuation model. The liability was remeasured to its fair value of $185 as of December 31, 2023, and is classified within other long-term liabilities in the Consolidated Balance Sheets. This remeasurement resulted in the recognition of a loss of $2 for the year ended December 31, 2023, classified as change in fair value of contingent liabilities in the Consolidated Statement of Operations. Assumptions used in the valuation are described below: Valuation assumptions: December 31, 2023 October 2, 2023 Expected draws $ 5,000 $ 5,000 Expected probability of draws 90.0 % 90.0 % Risk-free interest rate 5.4 % 4.9 % The estimated fair value of the liability was determined using a scenario-based valuation model which assigned a probability to a number of different outcomes. The inputs and assumptions utilized in the calculation require management to apply judgment and make estimates including: (a) (b) (c) These estimates may be subjective in nature and involve uncertainties and matters of judgment and therefore cannot be determined with exact precision. As of December 31, 2023, we did not sell any common stock under the SEPA. In March 2024, we sold 350,000 shares of common stock under the SEPA, raising approximately $3,141. |
Convertible Preferred Stock
Convertible Preferred Stock | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Temporary Equity Disclosure [Abstract] | ||
Convertible Preferred Stock | (15) Convertible Preferred Stock Series A Convertible Preferred Stock At the Closing Date on August 2023, we issued 4,015,002 shares of Series A Convertible Preferred Stock at a purchase price of $10.00 per share for an aggregate purchase price of $40,150, pursuant to separate subscription agreements dated June 7, 2023, and July 4, 2023 (collectively, the “Subscription Agreements”). As of March 31, 2024, the Company is authorized to issue up to 10,000,000 shares of preferred stock with 5,984,998 shares available for issuance. The original issue price of the Series A Convertible Preferred Stock was $10.00. The Series A Convertible Preferred Stock accrues cumulative dividends at the rate of 8.00% per annum on the original issue price. As of March 31, 2024, total undeclared cumulative dividends were $2,059. We have not recorded the undeclared dividends in our condensed consolidated financial statements, except the statement of operations. All shares of Series A Convertible Preferred Stock had the following rights: (i) Conversion (a) Optional Conversion The Series A Convertible Preferred Stock are convertible at any time at the option of the holder thereof into the number of shares of our Common Stock determined by the quotient of (i) the sum of $10.00 (as adjusted for any stock dividend, stock split, reverse stock split, combination or similar event affecting the Series A Convertible Preferred Stock) (the “Liquidation Preference”) and, if we have not elected to otherwise pay the accrued Annual Dividends (as defined below) in cash to the holder, the accrued Annual Dividends on such shares as of the date of conversion, divided by (ii) the Conversion Price (as defined in our Certificate of Designations, Preferences, and Rights of Series A Convertible Preferred Stock (the “Certificate of Designations”)) of such shares in effect at the time of conversion. (b) Automatic Conversion On the four-year anniversary of the Closing, all then outstanding shares of Series A Convertible Preferred Stock shall automatically convert into the number of shares of our Common Stock equal to the quotient of (i) the sum of the Liquidation Preference and if we had not elected to otherwise pay the accrued Annual Dividends in cash to the holder, the accrued Annual Dividends on such shares as of the date of conversion, divided by (ii) the Conversion Price of such shares in effect at the time of conversion. (ii) Voting Rights Holders of the Series A Convertible Preferred Stock are entitled to vote with the holders of our Common Stock on all matters submitted to a vote of our stockholders, except as otherwise provided in the Certificate of Designations or as required by applicable law, voting together with the holders of our Common Stock as a single class. Each holder is entitled to a number of votes in respect of the shares of Series A Convertible Preferred Stock owned as of the record date by it, or if no such record date is established, as of the date such vote is taken or any written consent of stockholders is solicited, equal to the quotient of (i) $10.00 divided by (ii) the Minimum Price (as defined in Nasdaq Listing Rule 5635(d)) of our Common Stock as determined at Closing. As long as any shares of Series A Convertible Preferred Stock are outstanding, we shall not, without the affirmative vote of the Holders of a majority of the then-outstanding shares of the Series A Convertible Preferred Stock, (i) amend, alter, repeal or otherwise modify any provision of our certificate of incorporation or the Certificate of Designations in a manner that would alter or change the terms or the powers, preferences, rights or privileges of the Series A Convertible Preferred Stock as to affect them adversely; (ii) authorize, create, increase the authorized amount of, or issue any class or series of capital stock senior to the Series A Convertible Preferred Stock; (iii) increase the authorized number of shares of Series A Convertible Preferred Stock or enter into any agreement with respect to the foregoing. (iii) Dividends Holders of the Series A Convertible Preferred Stock are entitled to participate equally in any dividends declared to holders of Common Stock. In addition, each holder of the Series A Convertible Preferred Stock is entitled to receive cumulative annual dividends that accrue and accumulate daily at a rate per annum (calculated on the basis of an actual 365- or 366-day year, as applicable) equal to 8.00% of the original issue price of $10.00 per share (the “Annual Dividends”). The Annual Dividends will be either paid in cash, paid by issuing fully paid and nonassessable shares of Common Stock, or a combination thereof when, as and if authorized and declared by our Board. Upon conversion or a change of control, any unpaid Annual Dividends will be paid to the holders, either in the form of common stock upon a conversion, or in cash upon a change of control. So long as any shares of Series A Convertible Preferred Stock remain outstanding, unless all Annual Dividends on all outstanding shares of Series A Convertible Preferred Stock have been declared and paid in cash, we will be prohibited from declaring any dividends on, or making any distributions relating to, other classes of our capital stock ranking junior to the Series A Convertible Preferred Stock, subject to certain exceptions. (iv) Anti-dilution Provisions The initial Conversion Price of $10.00 is subject to customary adjustments in the case of certain distributions to holders of our Common Stock payable in shares of our Common Stock, subdivisions, splits or combinations of the shares of our Common Stock and distributions to all holders of shares of our Common Stock of any convertible securities or options or any other assets for which there is no corresponding distribution in respect of the Series A Convertible Preferred Stock. The Conversion Price will automatically reset upon each of February 10, 2025, and July 10, 2027, the eighteen-month and forty-seven-month anniversaries of the Closing Date, to be equal to the lowest of: (i) Initial Conversion Price, subject to adjustments for stock dividends and distributions or other distributions made to common stockholders for which there is no corresponding distribution for Preferred Stock, (ii) the then-current Conversion Price, and (iii) the higher of 1) the Floor Price ( $2.10 per share) or 2) the trailing ten -Trading Day VWAP of the Common Stock determined as of the date of such reset. (iv) Liquidation Preferences The terms of the Series A Convertible Preferred Stock provide for liquidation preferences in the event of a change in control, liquidation, dissolution, or certain other fundamental transactions of the Company (a “Liquidation Event”), none of which were deemed probable as of March 31, 2024. The Liquidation Preferences of $10.00 per share, plus all unpaid dividends, are payable prior to payment to any class of capital stock that is junior to the Series A Convertible Preferred Stock. If the assets of the Company or the consideration received in such Liquidation Event are insufficient to make payment of the full Liquidation Preferences to all holders of Series A Convertible Preferred Stock, then such assets will be distributed ratably to the holders of Series A Convertible Preferred Stock in proportion to the full amounts to which they would otherwise have been entitled. After payment of the aforementioned Liquidation Preferences, any remaining proceeds from a Liquidation Event will be distributed to all classes of capital stock that are junior to the Series A Convertible Preferred Stock pro rata on an as-if converted basis. The following table summarizes activity in Series A convertible preferred stock in the three months ended March 31, 2024. There was no activity in the three months ended March 31, 2023. Balance at Balance at Series December 31, 2023 Issuances March 31, 2024 Series A convertible preferred stock (assuming maximum conversion) $ 25,237,155 $ — $ 25,237,155 Total convertible preferred stock $ 25,237,155 $ — $ 25,237,155 | (14) Series A Convertible Preferred Stock The Company is authorized to issue up to 10,000,000 shares of preferred stock. At the Closing Date, we issued 4,015,002 shares of Series A Convertible Preferred Stock for $40,150.The original issue price of the Series A Convertible Preferred Stock was $10.00. The Series A Convertible Preferred Stock accrues cumulative dividends at the rate of 8.00% per annum on the original issue price. As of December 31, 2023, total undeclared cumulative dividends were $1,258. We have not recorded the undeclared dividends in our consolidated financial statements. All shares of Series A Convertible Preferred Stock had the following rights: i. Conversion (a) Optional Conversion The Series A Convertible Preferred Stock are convertible at any time at the option of the holder thereof into the number of shares of our Common Stock determined by the quotient of (i) the sum of $10.00 (as adjusted for any stock dividend, stock split, reverse stock split, combination or similar event affecting the Series A Convertible Preferred Stock) (the “Liquidation Preference”) and, if we have not elected to otherwise pay the accrued Annual Dividends (as defined below) in cash to the holder, the accrued Annual Dividends on such shares as of the date of conversion, divided by (ii) the Conversion Price (as defined in our Certificate of Designations, Preferences, and Rights of Series A Convertible Preferred Stock (the “Certificate of Designations”)) of such shares in effect at the time of conversion. (b) Automatic Conversion On the four-year Preference and if we had not elected to otherwise pay the accrued Annual Dividends in cash to the holder, the accrued Annual Dividends on such shares as of the date of conversion, divided by (ii) the Conversion Price of such shares in effect at the time of conversion. ii. Voting Rights Holders of the Series A Convertible Preferred Stock are entitled to vote with the holders of our Common Stock on all matters submitted to a vote of our stockholders, except as otherwise provided in the Certificate of Designations or as required by applicable law, voting together with the holders of our Common Stock as a single class. Each holder is entitled to a number of votes in respect of the shares of Series A Convertible Preferred Stock owned as of the record date by it, or if no such record date is established, as of the date such vote is taken or any written consent of stockholders is solicited, equal to the quotient of (i) $10.00 divided by (ii) the Minimum Price (as defined in Nasdaq Listing Rule 5635(d)) of our Common Stock as determined at Closing. As long as any shares of Series A Convertible Preferred Stock are outstanding, we shall not, without the affirmative vote of the Holders of a majority of the then-outstanding shares of the Series A Convertible Preferred Stock, (i) amend, alter, repeal or otherwise modify any provision of our certificate of incorporation or the Certificate of Designations in a manner that would alter or change the terms or the powers, preferences, rights or privileges of the Series A Convertible Preferred Stock as to affect them adversely; (ii) authorize, create, increase the authorized amount of, or issue any class or series of capital stock senior to the Series A Convertible Preferred Stock; (iii) increase the authorized number of shares of Series A Convertible Preferred Stock or enter into any agreement with respect to the foregoing. iii. Dividends Holders of the Series A Convertible Preferred Stock are entitled to participate equally in any dividends declared to holders of Common Stock. In addition, each holder of the Series A Convertible Preferred Stock is entitled to receive cumulative annual dividends that accrue and accumulate on a daily basis at a rate per annum (calculated on the basis of an actual 365- or 366-day year, as applicable) equal to 8.00% of the original issue price of $10.00 per share (the “Annual Dividends”). The Annual Dividends will be either paid in cash, paid by issuing fully paid and nonassessable shares of Common Stock, or a combination thereof when, as and if authorized and declared by our Board. Upon conversion or a change of control, any unpaid Annual Dividends will be paid to the holders, either in the form of common stock upon a conversion, or in cash upon a change of control. So long as any shares of Series A Convertible Preferred Stock remain outstanding, unless all Annual Dividends on all outstanding shares of Series A Convertible Preferred Stock have been declared and paid in cash, we will be prohibited from declaring any dividends on, or making any distributions relating to, other classes of our capital stock ranking junior to the Series A Convertible Preferred Stock, subject to certain exceptions. iv. Anti-dilution Provisions The initial Conversion Price of $10.00 is subject to customary adjustments in the case of certain distributions to holders of our Common Stock payable in shares of our Common Stock, subdivisions, splits or combinations of the shares of our Common Stock and distributions to all holders of shares of our Common Stock of any convertible securities or options or any other assets for which there is no corresponding distribution in respect of the Series A Convertible Preferred Stock. The Conversion Price will automatically reset upon each of February 10, 2025, and July 10, 2027, the eighteen-month and forty-seven-month anniversaries of the Closing Date, to be equal to the lowest of: (i) (ii) (iii) ten v. Liquidation Preferences The terms of the Series A Convertible Preferred Stock provide for liquidation preferences in the event of a change in control, liquidation, dissolution, or certain other fundamental transactions of the Company (a “Liquidation Event”), none of which were deemed probable as of December 31, 2023. The Liquidation Preferences of $10.00 per share, plus all unpaid dividends, are payable prior to payment to any class of capital stock that is junior to the Series A Convertible Preferred Stock. If the assets of the Company or the consideration received in such Liquidation Event are insufficient to make payment of the full Liquidation Preferences to all holders of Series A Convertible Preferred Stock, then such assets will be distributed ratably to the holders of Series A Convertible Preferred Stock in proportion to the full amounts to which they would otherwise have been entitled. After payment of the aforementioned Liquidation Preferences, any remaining proceeds from a Liquidation Event will be distributed to all classes of capital stock that are junior to the Series A Convertible Preferred Stock pro rata on an as-if converted basis. Legacy TriSalus Preferred Stock Since inception, we have issued various series of preferred stock as more fully described below. As described in Note (3) Business Combination, all of the Legacy TriSalus Preferred Stock was converted to Legacy TriSalus Common Stock immediately prior to the Business Combination and, upon consummation of the Business Combination, were exchanged for shares of our Common Stock. In accordance with the terms of the Legacy TriSalus Preferred Stock, upon an acquisition of the Company, the proceeds would be used to first pay the liquidation preferences on the preferred stock prior to payment to common stockholders. We have determined this is an in-substance redemption feature since holders of preferred stock represent a majority of our Board and control a majority of the stockholder vote on an as-if-converted basis. Thus, a decision to pursue an acquisition or accept the terms of an acquisition — and thereby redeem the convertible preferred stock — was deemed to be outside of our control. As a result, the Legacy TriSalus Preferred Stock has been classified as temporary equity in the accompanying Consolidated Balance Sheets. We have not adjusted the carrying values of the convertible preferred stock to the respective liquidation preferences of such shares as the instruments were not currently redeemable and we believed it was not probable that the instruments would become redeemable. Convertible preferred stock, net of issuance costs, at December 31, 2023 and 2022, is as follows: December 31, Series 2023 2022 Series A-1 preferred stock, $0.001 par value per share. Authorized, issued outstanding $ — $ 6,065 Series A-2 preferred stock, $0.001 par value per share. Authorized, issued — 8,976 Series A-3 preferred stock, $0.001 par value per share. Authorized issued — 10,611 Series A-4 preferred stock, $0.001 par value per share. Authorized issued — 1,993 Series A-5 preferred stock, $0.001 par value per share. Authorized 734,533 shares; issued — 12,858 Series A-6 preferred stock, $0.001 par value per share. Authorized 805,848 shares; issued — 15,476 Series B preferred stock, $0.001 par value per share. Authorized 7,021,678 shares; issued — 84,528 Series B-1 preferred stock, $0.001 par value per share. Authorized 1,659,672 shares; issued — 23,499 Series B-2 preferred stock, $0.001 par value per share. Authorized 1,765,609 shares; issued — — Series B-3 preferred stock, $0.001 par value per share. Authorized 8,474,924 shares; issued — — Total convertible preferred stock $ — $ 164,006 The following table summarizes activity in convertible preferred stock for the years ended December 31, 2023 and 2022. Balance at Balance at Series January 01, 2022 Issuances December 31, 2022 Series A‑1 $ 6,065 $ — $ 6,065 Series A‑2 8,976 — 8,976 Series A‑3 10,611 — 10,611 Series A‑4 1,993 — 1,993 Series A‑5 12,858 — 12,858 Series A‑6 15,476 — 15,476 Series B 84,528 — 84,528 Series B‑1 20,000 3,499 23,499 Total convertible preferred stock $ 160,507 $ 3,499 $ 164,006 Balance at Retirements / Balance at Series December 31, 2022 Issuances Conversions December 31, 2023 Series A‑1 $ 6,065 $ — $ (6,065) $ — Series A‑2 8,976 — (8,976) — Series A‑3 10,611 — (10,611) — Series A‑4 1,993 — (1,993) — Series A‑5 12,858 — (12,858) — Series A‑6 15,476 — (15,476) — Series B 84,528 109 (84,637) — Series B‑1 23,499 1 (23,500) — Series B‑2 $ — $ — $ — — Series B‑3 $ — $ 39,858 $ (39,858) $ — Total convertible preferred stock $ 164,006 $ 39,968 $ (203,974) $ — 2023 Financing In January through June 2023, holders of warrants to purchase 4,771,642 shares of Series B-3 preferred stock exercised their purchase rights, for proceeds of approximately $9,630. In addition, $25,409 of warrant liabilities was transferred to Series B-3 preferred stock. Also, holders of warrants to purchase 11,123 shares of Series B preferred stock exercised their purchase rights, for proceeds of $4, plus the transfer of warrant liabilities of $106 to Series B preferred stock. In March 2023, we effectuated two closings of a portion of the second tranche of the B-2 Preferred Stock Financing whereby (i) 207,541 shares of Series B-2 preferred stock and accompanying warrants to purchase 830,167 shares of Series B-3 preferred stock, representing approximately 40% of the shares committed in the second tranche, were sold for an aggregate purchase price of $2,939, and (ii) 17,656 shares of Series B-2 preferred stock and accompanying warrants to purchase 70,624 shares of Series B-3 preferred stock, representing approximately 3% of the shares committed in the second tranche, were sold for an aggregate purchase price of $250. As a result of the closings of a portion of the second tranche of the B-2 Preferred Stock Financing described above, in accordance with the anti-dilution rights in the Company’s certificate of incorporation, the conversion prices of the Company’s preferred stock were adjusted. The conversion prices were further adjusted as a result of the June 2023 exercise of a portion of the second tranche of the B-2 Preferred Stock Financing described below, which represent the conversion prices in effect on the Closing Date. In May 2023, we amended the Series B-2 preferred stock agreement and warrant agreement to purchase Series B-3 preferred stock to extend the expiration date for the second tranche from February 28, 2023, to May 31, 2023. In June 2023, we effectuated closings of a portion of the second tranche of the B-2 Preferred Stock Financing whereby (i) 257,779 shares of Series B-2 preferred stock and accompanying warrants to purchase 1,031,116 shares of Series B-3 preferred stock, representing approximately 49.7% of the shares committed in the second tranche, were sold for an aggregate purchase price of approximately $3,650, and (ii) 165,967 shares of Series B-2 preferred stock and accompanying warrants to purchase 663,868 shares of Series B-3 preferred stock, none of which were shares committed in the second tranche, were sold for an aggregate purchase price of $2,350. As a result of the closings of a portion of the second tranche of the B-2 Preferred Stock Financing described above, in accordance with the anti-dilution rights in the Company’s certificate of incorporation, the conversion prices of the Company’s preferred stock (i) were adjusted to $38.84 for Series A-1 preferred stock, $12.14 for Series A-2 preferred stock, $13.36 for Series A-3 preferred stock, $12.55 for Series A-4 preferred stock, $13.36 for Series A-5 preferred stock, $14.97 for Series A-6 preferred stock, $9.71 for Series B preferred stock, and $10.93 for Series B-1 preferred stock and (ii) remained the same for Series B-2 preferred stock $14.16 and Series B-3 preferred stock $2.03, which correlate to approximate (in each case rounded to three decimals) exchange ratios of 1.275 to 1 for Series A-1 preferred stock, 1.290 to 1 for Series A-2 preferred stock, 1.303 to 1 for Series A-3 preferred stock, 1.277 to 1 for Series A-4 preferred stock, 1.333 to 1 for Series A-5 preferred stock, 1.351 to 1 for Series A-6 preferred stock, 1.250 to 1 for Series B preferred stock, 1.296 to 1 for Series B-1 preferred stock, 1 to 1 for Series B-2 preferred stock and 1 to 1 for Series B-3 preferred stock. These conversion prices remained in effect at the Closing Date. Any portion of the Series B-3 Warrants that remained unexercised at the time the Business Combination is consummated were automatically net settled for shares of Legacy TriSalus Common Stock immediately prior to the closing of the Business Combination (see Note (3) Business Combination The fair value of the Series B-3 Warrants as of December 31, 2022, was determined using a probability-weighted expected outcome model whereby the following two scenarios were probability-weighted based on the Company’s expectation of each occurring: (1) a status quo scenario whereby the Company would continue as a private company and (2) a scenario where the Business Combination would close. The fair value of the Series B-3 Warrants as of August 10, 2023, was determined solely using the scenario where the Business Combination would close. Under the status quo scenario, the Series B-3 Warrants, including warrants to be issued under the second and third tranches, were valued using the Black-Scholes model. The fair value of the Series B-2 Tranche Liability was determined using a Binomial Tranche Model. Both models incorporated the following significant assumptions for the respective valuation dates: December 31, 2022 Series B-2 preferred stock fair value per share $ 14.97 Series B-2 preferred stock exercise price per share $ 14.16 Series B-3 preferred stock fair value per share $ 3.24 Series B-3 Warrants exercise price per share $ 2.03 Volatility 50.0% – 65.0% Risk free rate 4.0% – 4.7% Series B-2 Tranche Liability expected term 0.2 – 0.4 years Series B-3 Warrants expected term 5.8 – 6.0 years Expected dividends $ — The fair value of the underlying shares of Series B-2 preferred stock and the Series B-3 Warrants used in these models were derived from estimates of the Company’s equity fair value using the Guideline Public Company Method, specifically revenue multiples of comparable public companies were multiplied by the Company’s forecasted 2023 and 2024 revenue. The valuation of Series B-3 Warrants under the Business Combination scenario incorporates an estimate of the fair value of the underlying Series B-3 preferred stock upon the close of the Business Combination of $9.31 and $10.93 per share, as of August 10, 2023, and December 31, 2022, respectively, which is based upon the enterprise value stated in the Merger Agreement of $220,000 allocated to all outstanding shares of preferred stock, warrants to purchase preferred stock, and common stock on an as-if converted basis, and for the December 31, 2022 valuation, discounted at 30% from the expected Business Combination Closing Date. The Business Combination scenario as of August 10, 2023, and December 31, 2022, assumed there would be no additional exercises of the second and third tranches, and thus no value was assigned to the outstanding tranche rights and obligations, as the Company would not exercise its right to call the remaining second tranche. The fair value of the Series B-3 Warrant Liabilities at issuance resulting from the completion of the Second Tranche Closings was estimated at $14,701. The excess of the warrant liability’s fair value compared to the proceeds received in the Second Tranche Closings resulted in a charge to loss on equity issuance in the Consolidated statements of operations of $1,402 for the year ended December 31, 2023. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Shareholders' Equity | (15) (a) As of December 31, 2023 and 2022, the Company’s authorized shares of common stock were 400,000,000 and 30,898,162, respectively. As of December 31, 2023, the Company had reserved the following shares of common stock for future issuance in connection with the conversion of shares of Preferred Stock, at the applicable conversion rates (see Note (14) Convertible Preferred Stock Preferred stock: 2023 2022 Series A convertible preferred stock (assuming maximum conversion) 25,237,155 — Series A‑1 — 152,188 Series A‑2 — 675,638 Series A‑3 — 712,198 Series A‑4 — 148,834 Series A‑5 — 868,487 Series A‑6 — 953,163 Series B — 8,059,581 Series B‑1 — 1,936,284 Series B‑2 — 706,243 Total preferred stock 25,237,155 14,212,616 Warrants: Public Warrants 8,333,333 — Private Placement Warrants 5,933,333 — Warrants to purchase Series A‑5 preferred stock — 5,010 Warrants to purchase Series A‑6 preferred stock — 6,179 Warrants to purchase Series B preferred stock — 42,354 Warrants to purchase Series B‑3 preferred stock — 2,824,974 Total Warrants 14,266,666 2,878,517 Employee Stock Purchase Plan 1,396,252 — Equity Awards: Stock options and restricted stock units outstanding 3,666,234 1,671,076 Shares available for future grant 3,515,303 432,413 Total Equity Awards 7,181,537 2,103,489 Grand Total 48,081,610 19,194,622 (b) We currently maintain the 2023 Equity Incentive Plan (the “2023 Plan”), which our Board of Directors and stockholders approved in connection with the Business Combination, for purposes of granting equity - based incentive awards to our employees and consultants, including our executive officers and directors. Prior to the Business Combination, TriSalus granted equity incentive awards under the 2009 Amended and Restated Equity Incentive Plan (the “2009 Plan”). The 2009 Plan will not be used following the Business Combination. However, any awards granted under the 2009 Plan remain subject to the terms of the 2009 Plan and the applicable award agreement. Historically, we have used options as an incentive for long - term compensation to our executive officers because options allow our executive officers to realize value from this form of equity compensation only if the value of the underlying equity securities increase relative to the option’s exercise price, which exercise price is set at the fair market value of the underlying equity securities on the grant date. The 2009 Plan and the 2023 Plan are administered by our chief executive officer and chief financial officer, who act on the recommendation of managers of the Company to select the individuals to whom the awards will be granted and to determine the amount and vesting period for the grants. All grants are subject to approval by the board of directors. As of December 31, 2023, the balances under the two plans are below. December 31, 2023 Authorized Outstanding Available for Issue 2009 Plan 1,596,529 1,596,529 — 2023 Plan 5,585,008 2,069,705 3,515,303 Total 7,181,537 3,666,234 3,515,303 2009 Equity Incentive Plan As of December 31, 2023 and 2022, there were in total 1,532,356 and 1,671,076, respectively, stock options issued and outstanding under the 2009 Plan. The 2009 Plan was originally set to expire on July 28, 2019, the ten-year anniversary of its establishment, however, the ten-year life automatically renews each time the plan is amended to increase the authorized shares. The most recent amendment was on September 15, 2022, so the revised expiration date of the 2009 Plan is September 15, 2032. During the year ended December 31, 2023, we granted 279,306 options with a weighted average fair value of $5.60. At December 31, 2023, no options to purchase shares of common stock were available for grant. Stock options are granted with an exercise price equal to the estimated fair value of the stock at the date of grant. Prior to the Business Combination, the fair value was determined by a third-party valuation performed in accordance with IRS Section 409A. No awards have been granted subsequent to the Business Combination, as the 2009 Plan was frozen and replaced by the 2023 Plan (see below). Options generally have a ten-year contractual term and typically have graded vesting over one The following table summarizes activity for options issued to employees, consultants, and directors under the 2009 Plan: Weighted Weighted average average remaining Number of exercise contractual shares price life Options outstanding at January 1, 2022 1,307,080 $ 1.22 8.4 Granted 550,049 2.43 — Exercised (82,879) 0.81 — Forfeiture (103,174) 1.22 — Options outstanding at December 31, 2022 1,671,076 1.62 8.2 Granted 279,306 10.30 — Exercised (222,627) 0.94 — Forfeiture (195,399) 5.46 — Options outstanding at December 31, 2023 1,532,356 2.78 7.5 The following table summarizes certain information about all options outstanding under the 2009 Plan as of December 31, 2023. Options outstanding Options Exercisable Weighted Number average Number outstanding at remaining exercisable at December 31, contractual December 31, Exercise Price 2023 life 2023 $0.41 326,589 7.03 272,169 $1.22 200,832 4.18 200,832 $2.03 7,415 3.55 7,415 $2.43 810,855 8.19 307,567 $3.65 4,250 2.89 4,250 $10.30 182,415 9.38 5,002 Total 1,532,356 797,235 2009 Plan 2023 2022 Valuation assumptions: Expected dividend yield — % — % Expected volatility 53 % 32 % Expected term (years) (1) 6.0 – 6.2 5.6 – 6.2 Risk-free interest rate 4.2 % 2.76 % (1) Our historical exercise behavior for previous grants does not provide a reasonable estimate for future exercise activity for employees who have been awarded stock options in the past three years. Therefore, the average expected term was calculated using the simplified method, as defined by GAAP, for estimating the expected term. We granted 177,973 options to members of the Board of Directors and other non-employees during the year ended December 31, 2022. Recognized compensation expense under the 2009 Plan for employees and nonemployees in 2023 was $245, which was predominately included in general and administrative expense in the accompanying consolidated statements of operations. As of December 31, 2023, there was $873 of unrecognized compensation expense related to unvested share - based compensation arrangements granted under the equity incentive plan. The December 31, 2023, balance will be recognized over a weighted average period of 1.5 years. 2023 Equity Incentive Plan Under the 2023 Plan, the Company’s Board may grant equity-based incentive awards to employees, consultants and other service providers of the Company and its affiliates within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. Initially, 5,585,008 shares were authorized under the 2023 Plan. In addition, the share reserve will automatically increase on January 1 of each year for a period of ten years, commencing on January 1, 2024, and ending on January 1, 2033, in an amount equal to (1) five percent of the total number of shares of the fully diluted Common Stock determined on December 31 of the preceding year, or (2) a lesser number of shares of Common Stock determined by our Board prior to January 1 of a given year. During the year ended December 31, 2023, we granted 2,100,307 options with a weighted average fair value of $4.08. The 2023 Plan will expire on August 10, 2033, unless modified by the Board of Directors or a duty authorized committee thereof. Our Board, or a duly authorized committee thereof, administers the 2023 Plan. Our Board may also delegate to one or more of our officers the authority to, among other things, (1) designate employees (other than officers) to receive specified stock awards and (2) determine the number of shares subject to such stock awards. Under the 2023 Plan, the Board has the authority to determine award recipients, grant dates, the numbers and types of stock awards to be granted, the applicable fair market value and exercise price, and the provisions of each stock award, including the exercise period and the vesting schedule applicable to a stock award, subject to the limitations of the 2023 Plan. Stock options are granted with an exercise price no less than 100% of the estimated fair value of a share of Common Stock at the date of grant. The following table summarizes certain information about all options outstanding under the 2023 Plan as of December 31, 2023. Weighted average Number of Weighted average remaining shares exercise price contractual life Options outstanding at January 1, 2022 — $ — — Granted — — — Exercised — — — Forfeiture — — — Options outstanding at December 31, 2022 — — — Granted 2,100,307 7.32 — Exercised — — — Forfeiture (30,602) 4.79 — Options outstanding at December 31, 2023 2,069,705 7.36 9.7 We granted 278,000 options to members of the Board of Directors and other non-employees during the year ended December 31, 2023. The following table summarizes certain information about all options outstanding under the 2023 Plan as of December 31, 2023. Options outstanding Options Exercisable Number Weighted average Number outstanding at remaining exercisable at Exercise Price December 31, 2023 contractual life December 31, 2023 $4.60 150,556 9.83 — $4.78 866,000 9.69 — $4.95 112,649 9.77 1,324 $6.70 195,000 9.66 — $7.92 40,000 9.97 — $11.34 245,000 9.61 — $11.51 172,500 9.62 — $12.00 288,000 9.61 — Total 2,069,705 9.68 1,324 2023 Plan 2023 Valuation assumptions: Expected dividend yield —% Expected volatility 53% Expected term (years) (1) 6.0 - 6.2 Risk-free interest rate 4.2% Recognized compensation expense under the 2023 Plan for employees and nonemployees in 2023 was $724, which was predominately included in general and administrative expense in the accompanying consolidated statements of operations. As of December 31, 2023, there was $7,766 of unrecognized compensation expense related to unvested share-based compensation arrangements granted under the equity incentive plan. The December 31, 2023, balance will be recognized over a weighted average period of 3.6 years. Restricted Stock Pursuant to both the 2009 and 2023 Plans, we issue restricted stock unit awards (“RSUs”) and satisfy such grants through the issuance of new shares. RSUs are share awards that, upon vesting, will deliver to the holder shares of our common stock at specified vesting dates. Typically, RSUs vest over four years, with 25% of the awarded units vesting at each annual anniversary of the grant date. The following table summarize activity for RSUs issued to employees and directors under the 2009 Plan. As of December 31, 2023, no RSUs had been granted under the 2023 Plan: Restricted Weighted-Average Weighted average Stock Units Grant-Date Fair remaining Restricted Stock: (RSU) Value per Share contractual life Beginning Outstanding — $ — — Awarded 184,018 10.30 — Released (25,091) 10.30 — Forfeited (94,754) 10.30 — RSUs outstanding at December 31, 2023 64,173 1.8 Recognized compensation expense for RSUs for employees and nonemployees in 2023 was $433, which was predominately included in general and administrative expense in the accompanying consolidated statements of operations. As of December 31, 2023, there was $609 of unrecognized compensation expense related to unvested RSUs. The December 31, 2023, balance will be recognized over a weighted average period of 1.5 years. (c) Employee Stock Purchase Plan We maintain an Employee Stock Purchase Plan (“ESPP”), which provides our eligible employees and certain designated companies with an opportunity to purchase shares of Common Stock, to assist us in retaining the services of eligible employees, to secure and retain the services of new employees and to provide incentives for such persons to exert maximum efforts for our success. The ESPP will become active in 2024. There are 1,396,252 shares of Common Stock reserved for issuance under the ESPP. The number of shares of Common Stock reserved for issuance under the ESPP will automatically increase on January 1 of each year for a period of up to ten years, beginning on January 1, 2024, and continuing through and including January 1, 2033, by an amount equal to the lesser of (a) two percent (2%) of the total number of shares of the Fully Diluted Common Stock determined on December 31 of the preceding year, and (b) 200% of the Initial Share Reserve. |
Net Loss per Share
Net Loss per Share | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Net Loss per Share | (16) Net Loss Per Share Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. During periods where we might earn net income, we would allocate to participating securities a proportional share of net income determined by dividing total weighted-average participating securities by the sum of the total weighted-average common shares and participating securities (the “two-class method”). Our preferred stock, if any, participates in any dividends declared by us and are therefore considered to be participating securities. Participating securities have the effect of diluting both basic and diluted earnings per share during periods of income. During periods where we incurred net losses, we allocate no loss to participating securities because they have no contractual obligation to share in our losses. We computed diluted loss per common share after giving consideration to the dilutive effect of stock options and warrants that are outstanding during the period, except where such nonparticipating securities would be antidilutive. Because we have reported net losses for the three-month periods ended March 31, 2024 and 2023, diluted net loss per common share is the same as basic net loss per common share for those periods. The following potentially dilutive securities (in common stock equivalent shares) have been excluded from the computation of diluted weighted-average shares outstanding because such securities have an antidilutive impact due to losses reported: March 31, 2024 2023 Preferred stock 4,015,002 14,897,532 Preferred stock warrants — 1,429,942 Common stock warrants 14,215,112 — Restricted stock units 562,428 — Options to purchase common stock 4,882,418 1,538,083 23,674,960 17,865,557 | (16) Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. During periods where we might earn net income, we would allocate to participating securities a proportional share of net income determined by dividing total weighted-average participating securities by the sum of the total weighted-average common shares and participating securities (the “two-class method”). Our preferred stock, if any, participates in any dividends declared by us and are therefore considered to be participating securities. Participating securities have the effect of diluting both basic and diluted earnings per share during periods of income. During periods where we incurred net losses, we allocate no loss to participating securities because they have no contractual obligation to share in our losses. We computed diluted loss per common share after giving consideration to the dilutive effect of stock options and warrants that are outstanding during the period, except where such nonparticipating securities would be antidilutive. Because we have reported net losses for the years ended December 31, 2023 and 2022, diluted net loss per common share is the same as basic net loss per common share for those periods. The following potentially dilutive securities (in common stock equivalent shares) have been excluded from the computation of diluted weighted-average shares outstanding because such securities have an antidilutive impact due to losses reported: December 31, 2023 2022 Preferred stock 4,015,002 12,330,395 Preferred stock warrants — 2,878,519 Public and private warrants 14,215,112 — Options to purchase common stock 3,666,234 1,671,076 21,896,348 16,879,990 As described in Note (14) Convertible Preferred Stock |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | (17) We have four property leases in effect as of December 31, 2023, which we account for as operating leases: ● A lease for our principal administrative and production facility at 6272 West 91st Avenue, Westminster, Colorado, which expires on December 31, 2026. This lease includes two options to extend the lease by five years each at the end of the current term. ● A lease for office space at 2275 Half Day Road, Bannockburn, Illinois, which expires in November 2024. This lease includes an option to extend the lease by three years at the end of the current term. ● A lease for office space at 1000 Chapel View Blvd, Cranston, Rhode Island, which expires in October 2024. This lease includes an option to extend the lease by two years at the end of the current term. ● A lease for laboratory and research space at 1 Hoppin Street, Providence, Rhode Island, which expires on February 1, 2024. We also have four finance leases, three for copier equipment in our Westminster, Bannockburn and Cranston facilities, and one for laboratory equipment in our research space in Providence. The components of right-of-use assets, short-term lease liabilities and long-term lease liabilities as of December 31, 2023, is as follows: Operating Finance Leases Leases Right-of-use assets $ 1,179 $ 233 (1) Short-term lease liabilities $ 275 $ 76 Long-term lease liabilities $ 1,156 $ 88 (1) The components of lease expense for the year ended December 31, 2023 and 2022, were as follows: December 31, 2023 2022 Operating lease expense $ 473 $ 443 Finance lease expense: Amortization of ROU assets 13 16 Interest on lease liabilities 4 4 Total finance lease expense 16 20 Total lease expense $ 489 $ 463 Maturities of lease liabilities under noncancellable leases as of December 31, 2023, are as follows: Operating Finance Leases Leases 2024 $ 380 $ 87 2025 205 77 2026 213 9 2027 219 7 2028 226 — Thereafter 657 — Total undiscounted lease payments 1,900 180 Less imputed interest (470) (16) Total lease liabilities $ 1,431 $ 164 In October 2022, we recorded $38 in fixed assets for a finance lease for a copier in our Westminster facility, and $6 and $32 in current liabilities and long-term liabilities, respectively, for the related lease liabilities. In December 2022, we recorded $310 in fixed assets for a finance lease for analytical equipment in our laboratory facility in Providence, and $178 and $132 in current liabilities and long-term liabilities, respectively, for the related lease liabilities. As of December 31, 2023, the weighted average life of our operating and finance leases is eight |
Leases | (17) We have four property leases in effect as of December 31, 2023, which we account for as operating leases: ● A lease for our principal administrative and production facility at 6272 West 91st Avenue, Westminster, Colorado, which expires on December 31, 2026. This lease includes two options to extend the lease by five years each at the end of the current term. ● A lease for office space at 2275 Half Day Road, Bannockburn, Illinois, which expires in November 2024. This lease includes an option to extend the lease by three years at the end of the current term. ● A lease for office space at 1000 Chapel View Blvd, Cranston, Rhode Island, which expires in October 2024. This lease includes an option to extend the lease by two years at the end of the current term. ● A lease for laboratory and research space at 1 Hoppin Street, Providence, Rhode Island, which expires on February 1, 2024. We also have four finance leases, three for copier equipment in our Westminster, Bannockburn and Cranston facilities, and one for laboratory equipment in our research space in Providence. The components of right-of-use assets, short-term lease liabilities and long-term lease liabilities as of December 31, 2023, is as follows: Operating Finance Leases Leases Right-of-use assets $ 1,179 $ 233 (1) Short-term lease liabilities $ 275 $ 76 Long-term lease liabilities $ 1,156 $ 88 (1) The components of lease expense for the year ended December 31, 2023 and 2022, were as follows: December 31, 2023 2022 Operating lease expense $ 473 $ 443 Finance lease expense: Amortization of ROU assets 13 16 Interest on lease liabilities 4 4 Total finance lease expense 16 20 Total lease expense $ 489 $ 463 Maturities of lease liabilities under noncancellable leases as of December 31, 2023, are as follows: Operating Finance Leases Leases 2024 $ 380 $ 87 2025 205 77 2026 213 9 2027 219 7 2028 226 — Thereafter 657 — Total undiscounted lease payments 1,900 180 Less imputed interest (470) (16) Total lease liabilities $ 1,431 $ 164 In October 2022, we recorded $38 in fixed assets for a finance lease for a copier in our Westminster facility, and $6 and $32 in current liabilities and long-term liabilities, respectively, for the related lease liabilities. In December 2022, we recorded $310 in fixed assets for a finance lease for analytical equipment in our laboratory facility in Providence, and $178 and $132 in current liabilities and long-term liabilities, respectively, for the related lease liabilities. As of December 31, 2023, the weighted average life of our operating and finance leases is eight |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | (18) Commitments And Contingencies From time to time, we may have certain contingent liabilities, including litigation, which arise in the ordinary course of its business activities. We accrue contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. In the opinion of management, there are no pending claims for which the outcome is expected to result in a material adverse effect on our condensed consolidated financial position, results of operations, or cash flows. Pursuant to the Amended and Restated Registration Rights Agreement, subject to certain requirements and customary conditions, the Company also grants piggyback registration rights and demand registration rights to the parties thereto, will pay certain expenses related to such registrations and will indemnify the parties thereto against certain liabilities related to such registrations. The Company’s registration obligations under the Amended and Restated Registration Rights Agreement will terminate with respect to any party thereto on the date that such party no longer holds any Registrable Securities (as defined in the Amended and Restated Registration Rights Agreement). The Amended and Restated Registration Rights Agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. We are not a party to any legal proceedings, and we are not aware of any claims or actions pending or threatened against us. In the future, we might from time to time become involved in litigation relating to claims arising from our ordinary course of business. | (18) 401(k) Plan The Company maintains a salary reduction savings plan under Section 401(k) of the Internal Revenue Code, which we administer for participating employees’ contributions. All full-time employees are covered under the plan after meeting minimum service requirements. We paid matching contributions of $580 and $431 to the plan for the years ended December 31, 2023 and 2022, respectively. Our contributions were based on compensation at the rate of 3%, 3.5%, and 4% for an employee’s contribution of up to 3%, between 3% and 4%, and between 4% and 5%, respectively, with the match-eligible contribution being limited to 4% of the employee’s eligible compensation. Legal Matters From time to time, we may have certain contingent liabilities, including litigation, which arise in the ordinary course of its business activities. We accrue contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. In the opinion of management, there are no pending claims for which the outcome is expected to result in a material adverse effect on our consolidated financial position, results of operations, or cash flows. Pursuant to the Amended and Restated Registration Rights Agreement, subject to certain requirements and customary conditions, the Company also grants piggyback registration rights and demand registration rights to the parties thereto, will pay certain expenses related to such registrations and will indemnify the parties thereto against certain liabilities related to such registrations. The Company’s registration obligations under the Amended and Restated Registration Rights Agreement will terminate with respect to any party thereto on the date that such party no longer holds any Registrable Securities (as defined in the Amended and Restated Registration Rights Agreement). The Amended and Restated Registration Rights Agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. We are not a party to any legal proceedings and we are not aware of any claims or actions pending or threatened against us. In the future, we might from time to time become involved in litigation relating to claims arising from our ordinary course of business. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The interim unaudited condensed consolidated financial statements are comprised of the financial statements of the Company. In management’s opinion, the interim financial data presented includes all adjustments necessary for a fair presentation. All intercompany accounts and transactions have been eliminated. Certain information required by U.S. generally accepted accounting principles (“GAAP”) has been condensed or omitted in accordance with rules and regulations of the SEC. Operating results for the three months ended March 31, 2024, are not necessarily indicative of the results that may be expected for any future period or for the year ending December 31, 2024. The accompanying interim unaudited condensed financial statements should be read in conjunction with the Annual Report on Form 10-K for the year ended December 31, 2023. The December 31, 2023, condensed consolidated balance sheet is derived from the audited balance sheet included in the Annual Report on Form 10-K for the year ended December 31, 2023. A summary of our significant accounting policies is included in Note 2 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023. Certain of our accounting policies are considered critical, as these policies are the most important to the depiction of our financial statements and require significant, difficult or complex judgments by us, often employing the use of estimates about the effects of matters that are inherently uncertain. Such policies are summarized below. Certain amounts in prior periods have been reclassified to conform with the report classifications for the periods ended March 31, 2024 and 2024. Specifically, the Company reclassified certain components of other income (expense) on the condensed consolidated statements of operations and the condensed consolidated statements of cash flows to add clarity. Total other income (expense) did not change for the current period. | (a) Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries as of December 31, 2023 and 2022, respectively: TriSalus Operating Life Sciences, Inc., TriSalus Medical LLC and TriSalus Therapeutics LLC. Unless otherwise specified, references to the Company are references to TriSalus Life Sciences Inc. and its consolidated subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. |
Cash and Cash Equivalents | (b) Cash, Cash Equivalents, and Restricted Cash We consider all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. We invest excess cash primarily in money market funds. Restricted cash is held in a separate account at our bank to support our corporate credit card program. It is recorded in other assets on our consolidated balance sheet. | |
Concentrations of Credit Risk and Other Risks and Uncertainties | (c) Concentrations of Credit Risk and Other Risks and Uncertainties Our cash is deposited primarily with two financial institutions. At times, the deposits in these institutions may exceed the amount of insurance provided on such deposits. We have not experienced any losses in such accounts and believe that we are not exposed to any significant risk on these balances. | |
Accounts Receivable and Customer Concentrations | (d) Accounts Receivable and Customer Concentrations Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. We review our allowance for doubtful accounts periodically and establish reserves based on management’s expectations of realization based on historical write-off experience, as well as current general economic conditions and expectations regarding collection. Account balances are charged against the allowance after all reasonable means of collection have been exhausted and the potential for recovery is considered remote. We did not sell to any distributors during the year ended December 31, 2023. As of December 31, 2022, one distributor customer constituted 19% of our accounts receivable balance. We had one distributor customer which constituted 0% and 20% of our revenue for the years ended December 31, 2023 and 2022, respectively. The arrangement with this distributor terminated on December 31, 2022. | |
Inventory | (e) Inventory Inventory is carried at the lower of cost or net realizable value. The balance includes the cost of raw materials, and finished goods — including direct labor and manufacturing overhead — and is recorded on the first-in first-out method. Write-downs for excess and obsolete inventory are charged to cost of goods sold in the period when conditions giving rise to the write-downs are first recognized. Valuation reserves are recorded when, in our best judgment, we determine the carrying value of the affected inventory may be impaired or its net realizable value exceeds its cost. | |
Use of Estimates | (d) Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. The most significant estimates relate to the valuation of earnout, warrant and tranche liabilities, and the valuation allowance on deferred tax assets. | (f) Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. The most significant estimates relate to the valuation of warrant liabilities and tranche liabilities, the contingent earnout liability, certain of our clinical expense accruals, and the valuation allowance on deferred tax assets. |
Property and Equipment | (g) Property and Equipment Property and equipment are recorded at cost. Repairs and maintenance costs are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which range from two | |
Leases | (h) Leases We account for leases in accordance with Accounting Standards Codification (“ASC”) Topic 842, Leases We have elected to not separate lease and non-lease components for any leases within our existing classes of assets and, as a result, account for any lease and non-lease components as a single lease component. We have also elected not to apply the recognition requirement for leases with a term of 12 months or less. We recognize an ROU asset and a lease liability at the lease commencement date. For operating and finance leases, the lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date. The lease liability is subsequently measured at amortized cost using the effective-interest method. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For finance leases, the ROU asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the lease term unless the lease transfers ownership of the underlying asset to the Company or the Company is reasonably certain to exercise an option to purchase the underlying asset. In those cases, the ROU asset is amortized over the useful life of the underlying asset. Amortization of the ROU asset is recognized and presented separately from interest expense on the lease liability. Finance lease ROU assets are presented with property and equipment, net in the Consolidated Balance Sheets. | |
Contingent Earnout Liability | (i) Contingent Earnout Liability In connection with the execution of the Merger Agreement, MTAC entered into a sponsor support agreement (the “Sponsor Support Agreement”) with MedTech Acquisition Sponsor LLC (the “Sponsor”), Legacy TriSalus and MTAC’s directors and officers (the Sponsor and MTAC’s directors and officers, collectively, the “Sponsor Holders”). Pursuant to the Sponsor Support Agreement, 3,125,000 shares of common stock in the Company (“Common Stock”) held by the Sponsor Holders immediately after the Closing Date (such shares, the “Sponsor Earnout Shares”) became unvested and subject to potential forfeiture if certain triggering events are not achieved prior to the 5 (4) Financial Instruments and (9) Contingent Earnout Liability | |
Standby Equity Purchase Agreement, Warrants and Tranche Rights and Obligation Liabilities | (a) Warrants Liabilities Freestanding financial instruments that permit the holder to acquire shares that are either puttable by the holder, redeemable or contingently redeemable are required to be reported as liabilities in the financial statements. We present such liabilities on the balance sheets at their estimated fair values. Changes in fair value of the liability are calculated each reporting period, and any change in value are recognized in the condensed consolidated statements of operations. We have determined that the warrants issued to investors and lenders, which are exercisable for shares of our convertible preferred stock, should be classified as liabilities due to contingent redemption features of the underlying convertible preferred stock. In connection with the Business Combination, we assumed warrants to purchase common stock. The warrants include both publicly traded and privately held warrants. We value the liability for both sets of warrants based on the trading price of the publicly held warrants. See Note (10) Warrants (4) Financial Instruments (b) Contingent Earnout Liability In connection with the execution of the Merger Agreement, MTAC entered into a sponsor support agreement (the “Sponsor Support Agreement”) with MedTech Acquisition Sponsor LLC (the “Sponsor”), Legacy TriSalus and MTAC’s directors and officers (the Sponsor and MTAC’s directors and officers, collectively, the “Sponsor Holders”). Pursuant to the Sponsor Support Agreement, 3,125,000 shares of common stock in the Company (“Common Stock”) held by the Sponsor Holders immediately after the Closing Date (such shares, the “Sponsor Earnout Shares”) became unvested and subject to potential forfeiture if certain triggering events are not achieved prior to the 5 (4) Financial Instruments (9) Contingent Earnout Liability (c) Standby Equity Purchase Agreement In October 2023, we entered into the SEPA with YA II PN, Ltd. (“Yorkville”). Pursuant to the SEPA, we have the right, but not the obligation, to sell to Yorkville up to $30,000 of shares of Common Stock at our request at any time during the 24 months Derivatives and Hedging — Contracts on an Entity’s Own Equity | (j) Standby Equity Purchase Agreement In October 2023, the Company entered into a SEPA with Yorkville. Pursuant to the Purchase Agreement, the Company has the right, but not the obligation, to sell to Yorkville up to $30,000 of shares of Common Stock at the Company’s request any time during the 24 months following the execution of such purchase agreement, subject to certain conditions. The SEPA, in its entirety, is not classified as a liability pursuant to ASC 480, is accounted for as a derivative pursuant to ASC 815-10, Derivatives and Hedging (“ASC 815-10”). Changes in the fair value are recognized in earnings. (r) Warrants and Tranche Rights and Obligation Liabilities Freestanding financial instruments that permit the holder to acquire shares that are either puttable by the holder, redeemable or contingently redeemable are required to be reported as liabilities in the financial statements. We present such liabilities on the balance sheets at their estimated fair values. Changes in fair value of the liability are calculated each reporting period, and any change in value are recognized in the consolidated statements of operations. We have determined that the warrants issued to investors and lenders, which are exercisable for shares of our convertible preferred stock, should be classified as liabilities due to contingent redemption features of the underlying convertible preferred stock. In connection with the Business Combination, we assumed warrants to purchase common stock. The warrants include both publicly traded and privately held warrants. We value the liability for both sets of warrants based on the trading price of the publicly - held warrants. See Note (10) Warrants (4) Financial Instruments The B-2 Preferred Stock Financing (as described in Note (14) Convertible Preferred Stock) and obligations are exercisable into shares of our convertible preferred stock at a specified future date. The second and third tranche rights and obligations are considered freestanding financial instruments, and are classified as liabilities under ASC 480. See Note (14) Convertible Preferred Stock |
Impairment and Disposal of Long-Lived Assets | (k) Impairment and Disposal of Long-Lived Assets We review long-lived assets and intangible assets (principally patents) for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is generally measured by a comparison of the carrying amount of the asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the estimated fair values of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell. | |
Share-Based Compensation | (l) Share-Based Compensation We account for all employee share-based compensation awards by recording expense based on the estimated fair value of the awards at the time of grant using the Black-Scholes-Merton option valuation model (“Black-Scholes”) for stock options and price of our common stock on the grant date for restricted stock units (“RSUs”). The determination of fair value using an option-pricing model is affected by the estimated fair value of the Company’s stock, as well as assumptions regarding a number of variables including, but not limited to, the fair value of underlying stock at the grant date, expected volatility of the underlying stock over the term of the awards, projected employee stock option exercise behaviors, and risk-free interest rates. We have elected to not include an estimated forfeiture rate in our share-based compensation expense recognition, in accordance with ASC Topic 718, Compensation — Stock Compensation | |
Segment Reporting | (m) Segment Reporting We have determined, in accordance with ASC Topic 280, Segment Reporting | |
Revenue Recognition | (n) Revenue Recognition Our revenue is derived from the shipments of our PEDD infusion systems to our customers. Our customers are generally comprised of hospitals, clinics and physicians. Under ASC Topic 606, Revenue Recognition 1. 2. 3. 4. 5. shipping terms, usually DAP (delivery at place). In those cases, we defer revenue recognition until we are assured the units have been delivered and control has transferred to the customer. | |
Research and Development | (e) Research and Development Research and development (“R&D”) costs include our engineering, regulatory, pre-clinical and clinical activities. R&D costs are expensed as incurred. We are required to estimate our expenses resulting from our obligations under agreements with vendors, consultants, and contract research organizations, in connection with conducting R&D activities. The financial terms of these contracts are subject to negotiations, which vary from agreement to agreement and may result in payment flows that do not match the periods over which goods or services are provided. We reflect R&D expenses in our condensed consolidated financial statements by matching those expenses with the period in which services and efforts are expended. We account for these expenses according to the progress of the agreements, along with the preparation of financial models, taking into account discussions with research and other key personnel as to the progress of studies or other services being performed. To date, we have had no material differences between our estimates of such expenses and the amounts actually incurred. Nonrefundable advance payments for goods and services are deferred and recognized as expense in the period that the related goods are consumed or services are performed. | (o) Research and Development Research and development (“R&D”) costs include our engineering, regulatory, pre-clinical and clinical activities. R&D costs are expensed as incurred and included development milestone payments of $1,000 to Dynavax for nelitolimod in each of the years ended December 31, 2023 and 2022, respectively. See Note (12) Dynavax Purchase We are required to estimate our expenses resulting from our obligations under agreements with vendors, consultants, and contract research organizations, in connection with conducting R&D activities. The financial terms of these contracts are subject to negotiations, which vary from agreement to agreement and may result in payment flows that do not match the periods over which goods or services are provided. We reflect R&D expenses in our consolidated financial statements by matching those expenses with the period in which services and efforts are expended. We account for these expenses according to the progress of the agreements, along with preparation of financial models, taking into account discussions with research and other key personnel as to the progress of studies or other services being performed. To date, we have had no material differences between our estimates of such expenses and the amounts actually incurred. Nonrefundable advance payments for goods and services are deferred and recognized as expense in the period that the related goods are consumed or services are performed. |
Advertising | (p) Advertising Advertising expense, which is included in sales and marketing costs, is expensed as incurred, and expense for the years ended December 31, 2023 and 2022, was $1,346 and $2,201, respectively. | |
Income Taxes | (q) Income Taxes We account for income taxes pursuant to ASC Topic 740, Income Taxes The Company recognizes the effect of income tax positions when it is more likely than not, based on technical merits, that the position will be sustained upon examination. Through 2023, management determined that no uncertain tax positions have been taken or are expected to be taken that could have a material effect on the Company’s income tax liabilities. | |
Net Loss per Share | (s) Net Loss per Share Net loss per share is calculated using the weighted average number of shares and dilutive common stock equivalents outstanding during the period. Warrants, convertible preferred stock, stock options, and restricted stock units, as described in Notes (10) Warrants, (14) Convertible Preferred Stock, (15) Stockholders’ Equity | |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions In November 2023, the FASB issued ASU 2023-07, Improvements to Disclosures About Reportable Segments Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures | (t) Recent Accounting Pronouncements Recently issued and Adopted Accounting pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments In August 2020, the FASB issues ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40), which simplifies the accounting for convertible instruments and equity-linked financial instruments in addition to amending the EPS guidance in ASC 260 to improve the consistency of the diluted EPS calculation. The guidance modified the if-converted method of calculating diluted EPS and requires entities to use this method for all convertible instruments. For instruments that may be settled in cash or shares and aren’t liability-classified share-based payment awards, it requires entities to include the effect of potential share settlements in the diluted EPS calculation (if the effect is more dilutive). In addition, the ASU expanded the scope of the recognition and measurement guidance in ASC 260 to include equity-classified convertible preferred stock that includes a down round feature. We adopted ASU 2020-06 on January 1, 2022. The effect of the adoption had an immaterial impact on our consolidated financial statements. Recently issued Accounting Pronouncements Not Yet Adopted In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions In November 2023, the FASB issued ASU 2023-07, Improvements to Disclosures About Reportable Segments interim reports, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, add disclosure requirements for entities with a single reportable segment, and other enhancements. The ASU is effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 31, 2024. We will adopt ASU 2023-07 on January 1, 2024. We do not anticipate that the adoption of ASU 2022-07 will have a material impact on our consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | ||
Summary of Changes in Fair Value of Outstanding Warrant and Tranche Liabilities | The following tables summarize the changes in fair value of our outstanding warrant liabilities, contingent earnout liability and SEPA derivative liability for the three months ended March 31, 2024 and 2023. Fair Value at Change in Fair Value at December 31, Unrealized Issuances March 31, Warrant Liabilities 2023 (Gains) Losses (Settlements) 2024 Public warrants - Level 1 $ 9,855 $ (1,574) $ — $ 8,281 Private warrants - Level 2 $ 7,061 $ (1,128) $ — $ 5,933 Total $ 16,916 $ (2,702) $ — $ 14,214 Fair Value at Change in Net Transfer Fair Value at December 31, Unrealized Issuances In (Out) of March 31, Level 3 Liabilities 2023 (Gains) Losses (Settlements) Level 3 2024 Contingent earnout liability $ 18,632 $ 3,988 $ — $ — $ 22,620 SEPA derivative liability $ 185 $ 181 $ — $ — $ 366 Fair Value at Change in Net Transfer Fair Value at December 31 Unrealized Issuances In (Out) of March 31, Level 3 Liabilities 2022 (Gains) Losses (Settlements) Level 3 2023 Warrant liabilities $ 369 $ (1) $ (106) $ — $ 262 Series B-2 tranche liabilities $ 4,702 $ (608) $ (881) $ — $ 3,213 Series B-3 warrant liabilities $ 15,819 $ (1,812) $ (6,880) (1) $ — $ 7,127 (1) This amount includes settlements of $11,527 , transferred to convertible preferred stock, offset by issuances of $4,647 | The following tables summarize the changes in fair value of our outstanding warrant and tranche liabilities for the years ended December 31, 2023 and 2022: Fair Value at Change in Net Transfer Fair Value at December 31, Unrealized Issuances In (Out) of December 31, Level 3 Liabilities 2021 (Gains) Losses (Settlements) Level 3 2022 Warrant liability $ 391 $ (22) $ — $ — $ 369 Series B-2 tranche liabilities $ — $ (1,645) $ 6,347 $ — $ 4,702 Series B-3 warrant liabilities $ — $ 3,853 $ 11,966 $ — $ 15,819 Warrant liability $ 369 $ (107) $ (262) $ — $ — Series B-2 tranche liabilities $ 4,702 $ (3,200) $ (1,502) $ — $ — Series B-3 warrant liabilities $ 15,819 $ (311) $ (15,508) (1) $ — $ — (1) This amount includes settlements of $25,409 , and final net exercise of $4,800 , transferred to convertible preferred stock, offset by issuances of $14,701 |
Cash, cash equivalents and re_2
Cash, cash equivalents and restricted cash (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Cash and Cash Equivalents [Abstract] | ||
Schedule of Cash and Cash Equivalents | Cash, cash equivalents and restricted cash, as presented in the Condensed Consolidated Statements of Cash Flows, consisted of the following: March 31, December 31, 2024 2023 Cash and cash equivalents $ 3,970 $ 11,777 Restricted cash (included in Other assets) 350 350 Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows $ 4,320 $ 12,127 | Cash, cash equivalents and restricted cash, as presented in the Consolidated Statements of Cash Flows, consisted of the following: December 31, December 31, 2023 2022 Cash and cash equivalents $ 11,777 $ 9,414 Restricted cash (included in Other assets) 350 250 Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows $ 12,127 $ 9,664 |
Schedule of Restricted Cash | Cash, cash equivalents and restricted cash, as presented in the Condensed Consolidated Statements of Cash Flows, consisted of the following: March 31, December 31, 2024 2023 Cash and cash equivalents $ 3,970 $ 11,777 Restricted cash (included in Other assets) 350 350 Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows $ 4,320 $ 12,127 | Cash, cash equivalents and restricted cash, as presented in the Consolidated Statements of Cash Flows, consisted of the following: December 31, December 31, 2023 2022 Cash and cash equivalents $ 11,777 $ 9,414 Restricted cash (included in Other assets) 350 250 Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows $ 12,127 $ 9,664 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | ||
Summary of Components of Inventory | The components of inventory are summarized as follows: March 31, December 31, 2024 2023 Raw materials $ 790 $ 607 Finished goods 2,123 1,938 Inventory, net $ 2,913 $ 2,545 | The components of inventory at December 31 are summarized as follows: 2023 2022 Raw materials $ 607 $ 753 Finished goods 1,938 718 Inventory, net $ 2,545 $ 1,471 |
Long-Lived Assets (Tables)
Long-Lived Assets (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property, Plant and Equipment | Property and equipment as of December 31, 2023 consists of the following: Useful Life (Years) 2023 2022 Machinery and equipment 5 7 $ 2,955 $ 2,795 Computers and software 2 970 602 Furniture 5 474 475 Leasehold improvements 5 772 772 Other property 7 13 12 Gross property and equipment 5,184 4,656 Less accumulated depreciation (3,093) (2,425) Net property and equipment $ 2,091 $ 2,231 | |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The estimated aggregate amortization expense for intangible assets subject to amortization for each of the five succeeding fiscal years is as follows: 2024 $ 51 2025 51 2026 51 2027 51 2028 51 Thereafter 858 $ 1,113 | 2024 $ 88 2025 88 2026 88 2027 88 2028 88 Thereafter 687 $ 1,127 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Payables and Accruals [Abstract] | ||
Schedule of Accrued Liabilities | Accrued Liabilities consists of the following: March 31, December 31, 2024 2023 Accrued liabilities - clinical trials $ 3,345 $ 3,115 Accrued liabilities 2,992 2,790 Accrued bonus 4,662 3,736 Accrued vacation 353 327 Accrued payroll 37 557 Accrued taxes 34 31 Total accrued liabilities $ 11,423 $ 10,556 | December 31, 2023 2022 Accrued liabilities - clinical trials $ 3,115 $ 410 Accrued liabilities - other $ 2,790 $ 2,495 Accrued incentives 3,736 2,896 Accrued vacation 327 329 Accrued payroll 557 247 Accrued taxes $ 31 $ — $ 10,556 $ 6,377 |
Contingent Earnout Liability (T
Contingent Earnout Liability (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Schedule of Change in Fair Value of Contingent Earnout Liability | Assumptions used in the valuation are described below: March 31, December 31, 2024 2023 Current stock price $ 9.75 $ 8.45 Expected share price volatility 65.0 % 65.0 % Risk-free interest rate 4.3 % 3.9 % Expected term (years) 4.4 4.6 Estimated dividend yield — % — % | December 31, September 30, 2023 2023 Current stock price $ 8.45 $ 5.12 Expected share price volatility 65.0 % 65.0 % Risk-free interest rate 3.9 % 4.6 % Expected term (years) 4.6 4.9 Estimated dividend yield — % — % |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Schedule of Warrants Outstanding | Warrants outstanding at March 31, 2024, and December 31, 2023, are as follows: March 31, December 31, 2024 2023 Public Warrants 8,281,779 8,281,779 Private Placement Warrants 5,933,333 5,933,333 Total warrants 14,215,112 14,215,112 The following table summarizes activity in warrants to purchase common stock in the three months ended March 31, 2024. There was no activity in the three months ended March 31, 2023. Balance at December 31, Retirements / Balance at Series 2023 Exercises Issuances Conversions March 31, 2024 Public Warrants 8,281,779 — — — 8,281,779 Private Placement Warrants 5,933,333 — — — 5,933,333 | December 31, 2023 December 31, 2022 Public Warrants 8,281,779 — Private Placement Warrants 5,933,333 — Series B-3 Warrants — 15,819,000 Total warrants 14,215,112 15,819,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | We utilize the balance sheet method of accounting for income taxes and deferred taxes which are determined based on the differences between the financial statements and tax basis of assets and liabilities given the provisions of the enacted tax laws. The income tax expenses (benefits) from continuing operations for the years ended December 31, 2023 and 2022, are summarized as follows: 2023 2022 Federal: Current $ — $ — Deferred — — — — State: Current 9 9 Deferred — — 9 9 Total $ 9 $ 9 |
Schedule of Effective Income Tax Rate Reconciliation | The provision for income taxes differs from income taxes computed at the federal statutory tax rates for the years ended December 31, 2023 and 2022, due to the following items: 2023 2022 Statutory rate 21.0 % 21.0 % State and local taxes 3.4 2.0 Change in valuation allowance (22.0) (19.0) Disallowed interest expense on convertible debt — — Prior year true-up 1.0 1.0 Permanent differences (3.4) (5.0) — % — % |
Schedule of Deferred Tax Assets and Liabilities | The income tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and liabilities at December 31, 2023 and 2022, are presented below: 2023 2022 Deferred tax assets: NOL carryforwards $ 37,322 $ 30,421 Fixed assets and intangibles 2,565 2,371 Accruals 1,115 815 Inventory 222 76 Charitable contributions 37 35 Right-of-use assets 46 52 Capitalized R&D expenses 10,176 4,613 Stock-based compensation expense 305 76 Total deferred income tax assets 51,788 38,459 Deferred tax liabilities: Prepaid expenses (470) (101) Total deferred income tax assets and liabilities 51,318 38,358 Less: valuation allowance (51,318) (38,358) Net deferred income tax assets and liabilities $ — $ — |
Summary of Operating Loss Carryforwards | December 31, 2023 Federal State NOLs expiring between 2029 and 2037 $ 43,912 $ 81,902 NOLs which do not expire 109,966 26,351 Total NOLs $ 153,878 $ 108,253 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Schedule of fair value of contingent liabilities | Valuation assumptions: March 31, 2024 December 31, 2023 Expected draws $ 11,900 $ 5,000 Expected probability of draws 100.0 % 90.0 % Risk-free interest rate 5.5 % 5.4 % | Valuation assumptions: December 31, 2023 October 2, 2023 Expected draws $ 5,000 $ 5,000 Expected probability of draws 90.0 % 90.0 % Risk-free interest rate 5.4 % 4.9 % |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Temporary Equity Disclosure [Abstract] | ||
Schedule of Convertible Preferred Stock | Balance at Balance at Series December 31, 2023 Issuances March 31, 2024 Series A convertible preferred stock (assuming maximum conversion) $ 25,237,155 $ — $ 25,237,155 Total convertible preferred stock $ 25,237,155 $ — $ 25,237,155 | Convertible preferred stock, net of issuance costs, at December 31, 2023 and 2022, is as follows: December 31, Series 2023 2022 Series A-1 preferred stock, $0.001 par value per share. Authorized, issued outstanding $ — $ 6,065 Series A-2 preferred stock, $0.001 par value per share. Authorized, issued — 8,976 Series A-3 preferred stock, $0.001 par value per share. Authorized issued — 10,611 Series A-4 preferred stock, $0.001 par value per share. Authorized issued — 1,993 Series A-5 preferred stock, $0.001 par value per share. Authorized 734,533 shares; issued — 12,858 Series A-6 preferred stock, $0.001 par value per share. Authorized 805,848 shares; issued — 15,476 Series B preferred stock, $0.001 par value per share. Authorized 7,021,678 shares; issued — 84,528 Series B-1 preferred stock, $0.001 par value per share. Authorized 1,659,672 shares; issued — 23,499 Series B-2 preferred stock, $0.001 par value per share. Authorized 1,765,609 shares; issued — — Series B-3 preferred stock, $0.001 par value per share. Authorized 8,474,924 shares; issued — — Total convertible preferred stock $ — $ 164,006 The following table summarizes activity in convertible preferred stock for the years ended December 31, 2023 and 2022. Balance at Balance at Series January 01, 2022 Issuances December 31, 2022 Series A‑1 $ 6,065 $ — $ 6,065 Series A‑2 8,976 — 8,976 Series A‑3 10,611 — 10,611 Series A‑4 1,993 — 1,993 Series A‑5 12,858 — 12,858 Series A‑6 15,476 — 15,476 Series B 84,528 — 84,528 Series B‑1 20,000 3,499 23,499 Total convertible preferred stock $ 160,507 $ 3,499 $ 164,006 Balance at Retirements / Balance at Series December 31, 2022 Issuances Conversions December 31, 2023 Series A‑1 $ 6,065 $ — $ (6,065) $ — Series A‑2 8,976 — (8,976) — Series A‑3 10,611 — (10,611) — Series A‑4 1,993 — (1,993) — Series A‑5 12,858 — (12,858) — Series A‑6 15,476 — (15,476) — Series B 84,528 109 (84,637) — Series B‑1 23,499 1 (23,500) — Series B‑2 $ — $ — $ — — Series B‑3 $ — $ 39,858 $ (39,858) $ — Total convertible preferred stock $ 164,006 $ 39,968 $ (203,974) $ — |
Schedule of Fair Value Measurement Inputs and Valuation Techniques | December 31, 2022 Series B-2 preferred stock fair value per share $ 14.97 Series B-2 preferred stock exercise price per share $ 14.16 Series B-3 preferred stock fair value per share $ 3.24 Series B-3 Warrants exercise price per share $ 2.03 Volatility 50.0% – 65.0% Risk free rate 4.0% – 4.7% Series B-2 Tranche Liability expected term 0.2 – 0.4 years Series B-3 Warrants expected term 5.8 – 6.0 years Expected dividends $ — |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Equity [Abstract] | ||
Schedule of Stock by Class | As of December 31, 2023 and 2022, the Company’s authorized shares of common stock were 400,000,000 and 30,898,162, respectively. As of December 31, 2023, the Company had reserved the following shares of common stock for future issuance in connection with the conversion of shares of Preferred Stock, at the applicable conversion rates (see Note (14) Convertible Preferred Stock Preferred stock: 2023 2022 Series A convertible preferred stock (assuming maximum conversion) 25,237,155 — Series A‑1 — 152,188 Series A‑2 — 675,638 Series A‑3 — 712,198 Series A‑4 — 148,834 Series A‑5 — 868,487 Series A‑6 — 953,163 Series B — 8,059,581 Series B‑1 — 1,936,284 Series B‑2 — 706,243 Total preferred stock 25,237,155 14,212,616 Warrants: Public Warrants 8,333,333 — Private Placement Warrants 5,933,333 — Warrants to purchase Series A‑5 preferred stock — 5,010 Warrants to purchase Series A‑6 preferred stock — 6,179 Warrants to purchase Series B preferred stock — 42,354 Warrants to purchase Series B‑3 preferred stock — 2,824,974 Total Warrants 14,266,666 2,878,517 Employee Stock Purchase Plan 1,396,252 — Equity Awards: Stock options and restricted stock units outstanding 3,666,234 1,671,076 Shares available for future grant 3,515,303 432,413 Total Equity Awards 7,181,537 2,103,489 Grand Total 48,081,610 19,194,622 | |
Schedule of Plan Balances | March 31, 2024 Authorized Outstanding Available for Issue 2009 Plan 1,570,793 1,570,793 — 2023 Plan 7,970,702 3,874,053 4,096,649 Total 9,541,495 5,444,846 4,096,649 | As of December 31, 2023, the balances under the two plans are below. December 31, 2023 Authorized Outstanding Available for Issue 2009 Plan 1,596,529 1,596,529 — 2023 Plan 5,585,008 2,069,705 3,515,303 Total 7,181,537 3,666,234 3,515,303 |
Schedule of Stock Option Activity | The following table summarizes activity for options issued to employees, consultants, and directors under the 2009 Plan: Weighted Weighted average average remaining Number of exercise contractual shares price life Options outstanding at January 1, 2022 1,307,080 $ 1.22 8.4 Granted 550,049 2.43 — Exercised (82,879) 0.81 — Forfeiture (103,174) 1.22 — Options outstanding at December 31, 2022 1,671,076 1.62 8.2 Granted 279,306 10.30 — Exercised (222,627) 0.94 — Forfeiture (195,399) 5.46 — Options outstanding at December 31, 2023 1,532,356 2.78 7.5 The following table summarizes certain information about all options outstanding under the 2023 Plan as of December 31, 2023. Weighted average Number of Weighted average remaining shares exercise price contractual life Options outstanding at January 1, 2022 — $ — — Granted — — — Exercised — — — Forfeiture — — — Options outstanding at December 31, 2022 — — — Granted 2,100,307 7.32 — Exercised — — — Forfeiture (30,602) 4.79 — Options outstanding at December 31, 2023 2,069,705 7.36 9.7 | |
Schedule of Options, Exercise Price Range | The following table summarizes certain information about all options outstanding under the 2009 Plan as of December 31, 2023. Options outstanding Options Exercisable Weighted Number average Number outstanding at remaining exercisable at December 31, contractual December 31, Exercise Price 2023 life 2023 $0.41 326,589 7.03 272,169 $1.22 200,832 4.18 200,832 $2.03 7,415 3.55 7,415 $2.43 810,855 8.19 307,567 $3.65 4,250 2.89 4,250 $10.30 182,415 9.38 5,002 Total 1,532,356 797,235 The following table summarizes certain information about all options outstanding under the 2023 Plan as of December 31, 2023. Options outstanding Options Exercisable Number Weighted average Number outstanding at remaining exercisable at Exercise Price December 31, 2023 contractual life December 31, 2023 $4.60 150,556 9.83 — $4.78 866,000 9.69 — $4.95 112,649 9.77 1,324 $6.70 195,000 9.66 — $7.92 40,000 9.97 — $11.34 245,000 9.61 — $11.51 172,500 9.62 — $12.00 288,000 9.61 — Total 2,069,705 9.68 1,324 | |
Schedule of Stock Options, Valuation Assumptions | 2009 Plan 2023 2022 Valuation assumptions: Expected dividend yield — % — % Expected volatility 53 % 32 % Expected term (years) (1) 6.0 – 6.2 5.6 – 6.2 Risk-free interest rate 4.2 % 2.76 % (1) Our historical exercise behavior for previous grants does not provide a reasonable estimate for future exercise activity for employees who have been awarded stock options in the past three years. Therefore, the average expected term was calculated using the simplified method, as defined by GAAP, for estimating the expected term. 2023 Plan 2023 Valuation assumptions: Expected dividend yield —% Expected volatility 53% Expected term (years) (1) 6.0 - 6.2 Risk-free interest rate 4.2% | |
Schedule of Restricted Stock Unit Activity | The following table summarize activity for RSUs issued to employees and directors under the 2009 Plan. As of December 31, 2023, no RSUs had been granted under the 2023 Plan: Restricted Weighted-Average Weighted average Stock Units Grant-Date Fair remaining Restricted Stock: (RSU) Value per Share contractual life Beginning Outstanding — $ — — Awarded 184,018 10.30 — Released (25,091) 10.30 — Forfeited (94,754) 10.30 — RSUs outstanding at December 31, 2023 64,173 1.8 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | March 31, 2024 2023 Preferred stock 4,015,002 14,897,532 Preferred stock warrants — 1,429,942 Common stock warrants 14,215,112 — Restricted stock units 562,428 — Options to purchase common stock 4,882,418 1,538,083 23,674,960 17,865,557 | The following potentially dilutive securities (in common stock equivalent shares) have been excluded from the computation of diluted weighted-average shares outstanding because such securities have an antidilutive impact due to losses reported: December 31, 2023 2022 Preferred stock 4,015,002 12,330,395 Preferred stock warrants — 2,878,519 Public and private warrants 14,215,112 — Options to purchase common stock 3,666,234 1,671,076 21,896,348 16,879,990 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Lease Assets and Liabilities | The components of right-of-use assets, short-term lease liabilities and long-term lease liabilities as of December 31, 2023, is as follows: Operating Finance Leases Leases Right-of-use assets $ 1,179 $ 233 (1) Short-term lease liabilities $ 275 $ 76 Long-term lease liabilities $ 1,156 $ 88 (1) |
Schedule of Lease Cost | The components of lease expense for the year ended December 31, 2023 and 2022, were as follows: December 31, 2023 2022 Operating lease expense $ 473 $ 443 Finance lease expense: Amortization of ROU assets 13 16 Interest on lease liabilities 4 4 Total finance lease expense 16 20 Total lease expense $ 489 $ 463 |
Schedule of Operating Lease Maturity | Maturities of lease liabilities under noncancellable leases as of December 31, 2023, are as follows: Operating Finance Leases Leases 2024 $ 380 $ 87 2025 205 77 2026 213 9 2027 219 7 2028 226 — Thereafter 657 — Total undiscounted lease payments 1,900 180 Less imputed interest (470) (16) Total lease liabilities $ 1,431 $ 164 |
Schedule of Finance Lease Maturity | Maturities of lease liabilities under noncancellable leases as of December 31, 2023, are as follows: Operating Finance Leases Leases 2024 $ 380 $ 87 2025 205 77 2026 213 9 2027 219 7 2028 226 — Thereafter 657 — Total undiscounted lease payments 1,900 180 Less imputed interest (470) (16) Total lease liabilities $ 1,431 $ 164 |
Nature of Business (Details)
Nature of Business (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 177 Months Ended | 180 Months Ended | 183 Months Ended | |||||
Oct. 02, 2023 USD ($) | Aug. 10, 2023 USD ($) | Oct. 31, 2023 USD ($) | Mar. 31, 2024 USD ($) product | Mar. 31, 2023 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) item | Dec. 31, 2022 USD ($) | Sep. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Mar. 31, 2024 USD ($) | Dec. 31, 2021 USD ($) | |
Nature of Business | ||||||||||||
Number of product lines in development | 2 | 2 | ||||||||||
Proceeds from sale of common stock | $ 3,141 | $ 34,150 | $ 560 | |||||||||
Proceeds from business combination | $ 36,854 | 36,854 | $ 0 | 36,854 | $ 3,708 | |||||||
Accumulated deficit | 261,596 | 248,377 | 186,358 | 248,377 | 261,596 | |||||||
Proceeds from the issuance of preferred stock, net of costs of $0 and $242, in the years ended December 31, 2023 and 2022, respectively | 0 | $ 3,182 | 9,189 | 13,499 | ||||||||
Proceeds from exercise of preferred stock warrants | 0 | 4,720 | $ 9,630 | 9,630 | 0 | |||||||
Cash proceeds from the exercise of stock options for common stock | 7 | 50 | 179 | 94 | ||||||||
Cash, cash equivalents and restricted cash | $ 4,320 | $ 7,017 | 12,127 | $ 9,664 | 12,127 | 4,320 | $ 30,301 | |||||
Standby Equity Purchase Agreement | ||||||||||||
Nature of Business | ||||||||||||
Sale of stock, authorized amount | $ 30,000 | $ 30,000 | 30,000 | |||||||||
Convertible Notes and Warrants | ||||||||||||
Nature of Business | ||||||||||||
Proceeds from sale of common stock | $ 57,466 | 57,466 | ||||||||||
Proceeds from exercise of preferred stock warrants | $ 9,630 | |||||||||||
Preferred stock | ||||||||||||
Nature of Business | ||||||||||||
Proceeds from sale of common stock | $ 164,364 | $ 164,364 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Oct. 02, 2023 USD ($) | Aug. 10, 2023 shares | Oct. 31, 2023 USD ($) | Sep. 30, 2021 USD ($) | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) segment shares | Dec. 31, 2022 USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Derivative instrument, contingent consideration, liability, earnout period | 5 years | ||||||
Standby equity purchase agreement term | 24 months | 24 months | |||||
Number of operating segments | segment | 1 | ||||||
Advertising expense | $ 1,346 | $ 2,201 | |||||
Percentage of then-outstanding preferred stock on an as-converted to common stock basis | 99.2 | ||||||
Standby Equity Purchase Agreement | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Sale of stock, authorized amount | $ 30,000 | $ 30,000 | $ 30,000 | ||||
Contingent earnout liability | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Shares unvested (in shares) | shares | 3,125,000 | 3,125,000 | |||||
Contingent earnout liability | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Shares unvested (in shares) | shares | 3,125,000 | ||||||
Accounts Receivable | Customer Concentration Risk | One Customer | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Concentration risk, percentage | 19% | ||||||
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | One Customer | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Concentration risk, percentage | 0% | 20% | |||||
Maximum | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Property, plant and equipment, useful life | 7 years | ||||||
Maximum | Dynavax Technologies | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Payments for milestone | $ 10,000 | $ 10,000 | |||||
Minimum | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Property, plant and equipment, useful life | 2 years | ||||||
Minimum | Dynavax Technologies | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Payments for milestone | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 |
Business Combination (Details)
Business Combination (Details) | 3 Months Ended | 12 Months Ended | |||||||
Aug. 10, 2023 USD ($) $ / shares shares | Aug. 10, 2023 USD ($) $ / shares shares | Aug. 10, 2023 USD ($) $ / shares shares | Aug. 10, 2023 USD ($) item $ / shares shares | Aug. 10, 2023 USD ($) D $ / shares shares | Mar. 31, 2024 USD ($) shares | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) shares | Aug. 11, 2023 shares | |
Schedule of Reverse Recapitalization [Line Items] | |||||||||
Exchange ratio (in shares) | shares | 0.02471853 | 0.02471853 | 0.02471853 | 0.02471853 | 0.02471853 | ||||
Stock converted, reverse recapitalization (in shares) | shares | 21,999,886 | 21,999,886 | 21,999,886 | 21,999,886 | 21,999,886 | ||||
Proceeds from transaction | $ 42,854,000 | ||||||||
Proceeds from MTAC trust account | 2,704,000 | ||||||||
Proceeds from Issuance of private placement | 40,150,000 | ||||||||
Net cash proceeds | 36,854,000 | ||||||||
Transaction costs incurred | 6,069,000 | ||||||||
Offering costs related to business combination | 1,742,000 | $ 1,116,000 | $ 0 | ||||||
Transaction costs paid from proceeds | 4,327,000 | ||||||||
Warrant and SEPA liabilities | $ 28,927,000 | $ 28,927,000 | $ 28,927,000 | $ 28,927,000 | $ 28,927,000 | $ 14,580,000 | $ 17,100,000 | $ 369,000 | |
Derivative, Loss, Statement of Income or Comprehensive Income [Extensible Enumeration] | Derivative, Gain (Loss) on Derivative, Net | ||||||||
Common stock, shares outstanding (in shares) | shares | 26,758,272 | 26,413,213 | 347,926 | 26,316,681 | |||||
Options and RSU's outstanding (in shares) | shares | 9,541,495 | 2,816,224 | |||||||
Warrants outstanding (in shares) | shares | 14,266,605 | 14,266,605 | 14,266,605 | 14,266,605 | 14,266,605 | 14,215,112 | 14,215,112 | 15,819,000 | 14,266,605 |
Sale of stock (in shares) | shares | 4,015,002 | 350,000 | |||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | ||||
Net proceeds on sale of stock | $ 40,150,000 | $ 3,141,000 | |||||||
Derivative instrument, contingent consideration, liability, earnout period | 5 years | 5 years | 5 years | 5 years | 5 years | ||||
Minimum | |||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||
Earnout period, threshold trading days | 20 | 20 | |||||||
Earnout period, threshold consecutive trading days | 20 | ||||||||
Maximum | |||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||
Earnout period, threshold consecutive trading days | 30 | 30 | |||||||
Derivative Instrument, Period One | |||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||
Earnout shares vesting percentage | 25 | ||||||||
Earnout shares vesting requirement, weighted average price per share (in dollars per share) | $ / shares | $ 15 | $ 15 | $ 15 | $ 15 | $ 15 | ||||
Derivative Instrument, Period Two | |||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||
Earnout shares vesting percentage | 25 | ||||||||
Earnout shares vesting requirement, weighted average price per share (in dollars per share) | $ / shares | 20 | 20 | $ 20 | 20 | 20 | ||||
Derivative Instrument, Period Three | |||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||
Earnout shares vesting percentage | 25 | ||||||||
Earnout shares vesting requirement, weighted average price per share (in dollars per share) | $ / shares | 25 | 25 | $ 25 | 25 | 25 | ||||
Derivative Instrument, Period Four | |||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||
Earnout shares vesting percentage | 25 | ||||||||
Earnout shares vesting requirement, weighted average price per share (in dollars per share) | $ / shares | $ 30 | $ 30 | $ 30 | $ 30 | $ 30 | ||||
MTAC Warrants | |||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||
Warrant and SEPA liabilities | $ 2,568,000 | $ 2,568,000 | $ 2,568,000 | $ 2,568,000 | $ 2,568,000 | $ 16,916,000 | |||
Loss on change in fair value | (14,348,000) | ||||||||
Gain on change of fair value of derivative | $ 10,855,000 | ||||||||
Contingent earnout liability | |||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||
Shares unvested (in shares) | shares | 3,125,000 | 3,125,000 | |||||||
MedTech Acquisition Corporation | |||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||
Reverse recapitalization, accrued transaction costs | 6,000,000 | ||||||||
Offering costs related to business combination | $ 6,000,000 |
Financial Instruments - Narrati
Financial Instruments - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 177 Months Ended | 180 Months Ended | 183 Months Ended | ||||||||||
Aug. 10, 2023 USD ($) $ / shares shares | Aug. 31, 2023 USD ($) | Jul. 31, 2023 USD ($) shares | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2024 USD ($) shares | Dec. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | Sep. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2024 USD ($) shares | Oct. 02, 2023 USD ($) | Aug. 11, 2023 shares | Oct. 31, 2022 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||
Warrant and SEPA liabilities | $ 28,927 | $ 14,580 | $ 17,100 | $ 17,100 | $ 369 | $ 17,100 | $ 14,580 | ||||||||||
Percentage of then-outstanding preferred stock on an as-converted to common stock basis | 99.2 | ||||||||||||||||
Change in fair value of tranche and warrant liabilities | (2,521) | $ (2,421) | $ 10,855 | 2,186 | |||||||||||||
Proceeds from exercise of preferred stock warrants | $ 0 | 4,720 | $ 9,630 | $ 9,630 | $ 0 | ||||||||||||
Warrants outstanding (in shares) | shares | 14,266,605 | 14,215,112 | 14,215,112 | 14,215,112 | 15,819,000 | 14,215,112 | 14,215,112 | 14,266,605 | |||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.50 | ||||||||||||||||
Contingent earnout liability | $ 28,927 | $ 22,620 | $ 18,632 | $ 18,632 | $ 0 | $ 18,632 | $ 22,620 | ||||||||||
Warrant repurchase program, authorized amount | $ 4,000 | ||||||||||||||||
Payments for repurchase of warrants | 20 | 0 | |||||||||||||||
Fair value of SEPA derivative liability | 14,214 | 16,916 | 16,916 | 16,916 | 14,214 | ||||||||||||
Remeasurement gain | 2,702 | 10,295 | |||||||||||||||
Proceeds from sale of common stock | 3,141 | 34,150 | 560 | ||||||||||||||
Convertible Notes and Warrants | |||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||
Proceeds from exercise of preferred stock warrants | 9,630 | ||||||||||||||||
Proceeds from sale of common stock | $ 57,466 | 57,466 | |||||||||||||||
SEPA derivative liability | |||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||
Fair value of SEPA derivative liability | 366 | 185 | 185 | 185 | 366 | $ 183 | |||||||||||
Remeasurement gain | (181) | (2) | |||||||||||||||
Contingent earnout liability | |||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||
Change in fair value of tranche and warrant liabilities | (3,988) | ||||||||||||||||
Fair value of SEPA derivative liability | 22,620 | 18,632 | 18,632 | 18,632 | 22,620 | ||||||||||||
Remeasurement gain | (3,988) | 10,295 | |||||||||||||||
Public and Private Placement Warrants | |||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||
Warrant and SEPA liabilities | 16,916 | 16,916 | 16,916 | ||||||||||||||
Public Warrants | |||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||
Warrant and SEPA liabilities | $ 1,500 | $ 8,281 | $ 9,855 | $ 9,855 | $ 9,855 | $ 8,281 | |||||||||||
Warrants outstanding (in shares) | shares | 8,333,272 | 8,281,779 | 8,281,779 | 8,281,779 | 8,281,779 | 8,281,779 | |||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | |||||||||||||
Closing price (in dollars per share) | $ / shares | $ 0.18 | ||||||||||||||||
Warrants repurchased (in shares) | shares | 51,493 | 51,493 | |||||||||||||||
Payments for repurchase of warrants | $ 20 | $ 20 | |||||||||||||||
Private Placement Warrants | |||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||
Warrant and SEPA liabilities | $ 1,068 | $ 5,933 | $ 7,061 | $ 7,061 | $ 7,061 | $ 5,933 | |||||||||||
Warrants outstanding (in shares) | shares | 5,933,333 | 5,933,333 | 5,933,333 | 5,933,333 | 5,933,333 | 5,933,333 | |||||||||||
MTAC Warrants | |||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||
Warrant and SEPA liabilities | $ 2,568 | $ 16,916 | $ 16,916 | $ 16,916 | |||||||||||||
Series B-3 Convertible Preferred Stock | |||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||
Derivative liability, current | $ 15,819 | $ 15,819 | $ 15,819 | ||||||||||||||
Warrants to purchase Series B-3 preferred stock (in shares) | shares | 2,239,309 | ||||||||||||||||
Proceeds from exercise of preferred stock warrants | $ 4,530 | ||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.05 | $ 0.05 | $ 0.05 | ||||||||||||||
Warrant liability | |||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||
Warrant and SEPA liabilities | $ 0 | $ 0 | 16,188 | $ 0 | |||||||||||||
Series B-2 tranche liabilities | |||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||
Derivative liability, current | 0 | 0 | 4,702 | 0 | |||||||||||||
Series B-3 warrant liabilities | |||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||
Derivative liability, current | $ 10,047 | $ 4,654 | $ 4,654 | $ 10,047 | 15,819 | $ 11,966 | |||||||||||
Gain on expired warrants | $ 18 | ||||||||||||||||
Series B-2 Preferred Stock, Second Tranche | |||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||
Derivative liability, current | 3,109 | 3,109 | 2,250 | 3,109 | |||||||||||||
Series B-2 Preferred Stock, Third Tranche | |||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||
Derivative liability, current | $ 3,238 | $ 3,238 | $ 2,452 | $ 3,238 | |||||||||||||
Tranche and warrant liability | |||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||
Change in fair value of tranche and warrant liabilities | $ 3,425 | $ 584 |
Financial Instruments - Summary
Financial Instruments - Summary of Changes in Fair Value of Outstanding Warrant and Tranche Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | $ 16,916 | |||
Change in unrealized loss | (2,702) | $ (10,295) | ||
Issuances (Settlements) | 0 | |||
Ending balance | 14,214 | 16,916 | ||
Warrant liability | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | 16,916 | $ 369 | 369 | |
Change in unrealized loss | (1) | 14,368 | ||
Issuances (Settlements) | (106) | 2,548 | ||
Net Transfer In (Out) of Level 3 | 0 | |||
Ending balance | 262 | 16,916 | $ 369 | |
Warrant liability | Prior To Business Combination | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | 0 | 369 | 369 | 391 |
Change in unrealized loss | (107) | (22) | ||
Issuances (Settlements) | (262) | 0 | ||
Net Transfer In (Out) of Level 3 | 0 | 0 | ||
Ending balance | 0 | 369 | ||
Contingent earnout liability | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | 18,632 | |||
Change in unrealized loss | 3,988 | (10,295) | ||
Issuances (Settlements) | 0 | 28,927 | ||
Net Transfer In (Out) of Level 3 | 0 | |||
Ending balance | 22,620 | 18,632 | ||
Series B-2 tranche liabilities | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | 4,702 | 4,702 | ||
Change in unrealized loss | (608) | |||
Issuances (Settlements) | (881) | |||
Net Transfer In (Out) of Level 3 | 0 | |||
Ending balance | 3,213 | 4,702 | ||
Series B-2 tranche liabilities | Prior To Business Combination | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | 0 | 4,702 | 4,702 | 0 |
Change in unrealized loss | (3,200) | (1,645) | ||
Issuances (Settlements) | (1,502) | 6,347 | ||
Net Transfer In (Out) of Level 3 | 0 | 0 | ||
Ending balance | 0 | 4,702 | ||
Series B-3 warrant liabilities | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | 15,819 | 15,819 | ||
Change in unrealized loss | (1,812) | |||
Issuances (Settlements) | (6,880) | |||
Net Transfer In (Out) of Level 3 | 0 | |||
Ending balance | 7,127 | 15,819 | ||
Issuances | 4,647 | 14,701 | ||
Settlements | 11,527 | 25,409 | ||
Final net exercise | 4,800 | |||
Series B-3 warrant liabilities | Prior To Business Combination | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | 0 | $ 15,819 | 15,819 | 0 |
Change in unrealized loss | (311) | 3,853 | ||
Issuances (Settlements) | (15,508) | 11,966 | ||
Net Transfer In (Out) of Level 3 | 0 | 0 | ||
Ending balance | 0 | $ 15,819 | ||
SEPA derivative liability | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | 185 | |||
Change in unrealized loss | 181 | 2 | ||
Issuances (Settlements) | 0 | 183 | ||
Net Transfer In (Out) of Level 3 | 0 | |||
Ending balance | $ 366 | $ 185 |
Cash, cash equivalents and re_3
Cash, cash equivalents and restricted cash (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Abstract] | |||||
Cash and cash equivalents | $ 3,970 | $ 11,777 | $ 9,414 | ||
Restricted cash (included in Other assets) | 350 | 350 | 250 | ||
Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows | $ 4,320 | $ 12,127 | $ 7,017 | $ 9,664 | $ 30,301 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 790 | $ 607 | $ 753 |
Finished goods | 2,123 | 1,938 | 718 |
Inventory, net | 2,913 | 2,545 | 1,471 |
Reserve for excess or obsolete inventory | $ 211 | $ 117 | $ 43 |
Long-Lived Assets - Schedule of
Long-Lived Assets - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 5,184 | $ 4,656 |
Less accumulated depreciation | (3,093) | (2,425) |
Property and equipment, net | $ 2,091 | 2,231 |
Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (Years) | 2 years | |
Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (Years) | 7 years | |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,955 | 2,795 |
Machinery and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (Years) | 5 years | |
Machinery and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (Years) | 7 years | |
Computers and software | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (Years) | 2 years | |
Property and equipment, gross | $ 970 | 602 |
Furniture | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (Years) | 5 years | |
Property and equipment, gross | $ 474 | 475 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (Years) | 5 years | |
Property and equipment, gross | $ 772 | 772 |
Other property | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (Years) | 7 years | |
Property and equipment, gross | $ 13 | $ 12 |
Long-Lived Assets - Narrative (
Long-Lived Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 684 | $ 276 | ||
Loss on disposal | $ 18 | $ 16 | 44 | 310 |
Amortization expense related to intellectual property | 13 | 22 | 22 | 122 |
Impairment expense | $ 0 | $ 0 | $ 190 | $ 0 |
Patents | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful life | 20 years | 20 years |
Long-Lived Assets - Schedule _2
Long-Lived Assets - Schedule of Future Amortization Expense (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Abstract] | |||
2024 | $ 51 | $ 88 | |
2025 | 51 | 88 | |
2026 | 51 | 88 | |
2027 | 51 | 88 | |
2028 | 88 | ||
Thereafter | 687 | ||
Intangible assets, net | $ 1,113 | $ 1,127 | $ 802 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | |||
Accrued liabilities - clinical trials | $ 3,345 | $ 3,115 | $ 410 |
Accrued liabilities - other | 2,992 | 2,790 | 2,495 |
Accrued incentives | 4,662 | 3,736 | 2,896 |
Accrued vacation | 353 | 327 | 329 |
Accrued payroll | 37 | 557 | 247 |
Accrued taxes | 34 | 31 | 0 |
Total accrued liabilities | $ 11,423 | $ 10,556 | $ 6,377 |
Contingent Earnout Liability -
Contingent Earnout Liability - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Aug. 10, 2023 USD ($) shares | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | Sep. 30, 2023 | Dec. 31, 2022 USD ($) | |
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Contingent earnout liability | $ 28,927 | $ 22,620 | $ 18,632 | $ 0 | |
Fair Value, Liability, Recurring Basis, Still Held, Unrealized Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Change in fair value of contingent earnout liability | ||||
Remeasurement gain | $ 2,702 | $ 10,295 | |||
Estimated dividend yield | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Contingent earnout liability, measurement input | 0 | 0 | 0 | ||
Contingent earnout liability | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Shares unvested (in shares) | shares | 3,125,000 |
Contingent Earnout Liability _2
Contingent Earnout Liability - Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate (Details) | Mar. 31, 2024 Y $ / shares | Dec. 31, 2023 Y $ / shares | Sep. 30, 2023 $ / shares Y |
Current stock price | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent earnout liability, measurement input | $ / shares | 9.75 | 8.45 | 5.12 |
Expected share price volatility | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent earnout liability, measurement input | 65 | 65 | 65 |
Risk-free interest rate | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent earnout liability, measurement input | 4.3 | 3.9 | 4.6 |
Expected term (years) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent earnout liability, measurement input | Y | 4.4 | 4.6 | 4.9 |
Estimated dividend yield | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent earnout liability, measurement input | 0 | 0 | 0 |
Warrants - Schedule of Warrants
Warrants - Schedule of Warrants Outstanding (Details) - shares | Mar. 31, 2024 | Dec. 31, 2023 | Aug. 11, 2023 | Aug. 10, 2023 | Dec. 31, 2022 |
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding (in shares) | 14,215,112 | 14,215,112 | 14,266,605 | 14,266,605 | 15,819,000 |
Public Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding (in shares) | 8,281,779 | 8,281,779 | 8,333,272 | ||
Private Placement Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding (in shares) | 5,933,333 | 5,933,333 | 5,933,333 | ||
Series B-3 Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding (in shares) | 15,819,000 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Aug. 31, 2023 USD ($) | Jul. 31, 2023 USD ($) shares | Mar. 31, 2024 USD ($) D $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) D $ / shares shares | Dec. 31, 2022 USD ($) shares | Sep. 30, 2023 shares | Aug. 11, 2023 shares | Aug. 10, 2023 USD ($) $ / shares shares | |
Class of Warrant or Right [Line Items] | |||||||||||
Warrants outstanding (in shares) | shares | 14,215,112 | 14,215,112 | 14,215,112 | 15,819,000 | 14,266,605 | 14,266,605 | |||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.50 | ||||||||||
Class of warrant or right, threshold number of days for warrants to be transferable | 30 days | 30 days | |||||||||
Warrant and SEPA liabilities | $ | $ 14,580 | $ 17,100 | $ 17,100 | $ 369 | $ 28,927 | ||||||
Proceeds from exercise of preferred stock warrants | $ | $ 0 | $ 4,720 | $ 9,630 | 9,630 | 0 | ||||||
Warrant repurchase program, authorized amount | $ | $ 4,000 | ||||||||||
Payments for repurchase of warrants | $ | $ 20 | $ 0 | |||||||||
Series B-3 Convertible Preferred Stock | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Class of warrant or right, number of securities called by each warrant or right (in shares) | shares | 1 | 1 | |||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.05 | $ 0.05 | |||||||||
Warrants to purchase Series B-3 preferred stock (in shares) | shares | 2,239,309 | ||||||||||
Proceeds from exercise of preferred stock warrants | $ | $ 4,530 | ||||||||||
Public Warrants | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrants outstanding (in shares) | shares | 8,281,779 | 8,281,779 | 8,281,779 | 8,333,272 | |||||||
Class of warrant or right, number of securities called by each warrant or right (in shares) | shares | 8,333,272 | 8,333,272 | 1 | 1 | |||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | $ 11.50 | ||||||||
Class of warrant or right, redemption price (in dollars per share) | $ / shares | $ 0.01 | 0.01 | |||||||||
Warrant redemption condition, share price (in dollars per share) | $ / shares | $ 18 | $ 18 | |||||||||
Class of warrant or right, conversion terms, threshold trading days | D | 20 | 20 | |||||||||
Class of warrant or right, conversion terms, threshold consecutive trading days | D | 30 | 30 | |||||||||
Warrant and SEPA liabilities | $ | $ 8,281 | $ 9,855 | $ 9,855 | $ 1,500 | |||||||
Warrants repurchased (in shares) | shares | 51,493 | 51,493 | |||||||||
Payments for repurchase of warrants | $ | $ 20 | $ 20 | |||||||||
Public Warrants | Minimum | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Threshold number of business days before sending notice of redemption to warrant holders | D | 30 | 30 | |||||||||
Private Placement Warrants | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrants outstanding (in shares) | shares | 5,933,333 | 5,933,333 | 5,933,333 | 5,933,333 | |||||||
Class of warrant or right, number of securities called by each warrant or right (in shares) | shares | 5,933,333 | 5,933,333 | |||||||||
Warrant and SEPA liabilities | $ | $ 5,933 | $ 7,061 | $ 7,061 | $ 1,068 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Federal: | ||||
Current | $ 0 | $ 0 | ||
Deferred | 0 | 0 | ||
Federal income tax expense (benefit) | 0 | 0 | ||
State: | ||||
Current | 9 | 9 | ||
Deferred | 0 | 0 | ||
State income tax expense (benefit) | 9 | 9 | ||
Income tax expense | $ 3 | $ (5) | $ 9 | $ 9 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |||
Statutory rate | 21% | 21% | |
State and local taxes | 3.40% | 2% | |
Change in valuation allowance | (22.00%) | (19.00%) | |
Disallowed interest expense on convertible debt | 0% | 0% | |
Prior year true-up | 1% | 1% | |
Permanent differences | (3.4) | (5) | |
Effective income tax rate | 0% | 0% | 0% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
NOL carryforwards | $ 37,322 | $ 30,421 |
Fixed assets and intangibles | 2,565 | 2,371 |
Accruals | 1,115 | 815 |
Inventory | 222 | 76 |
Charitable contributions | 37 | 35 |
Right-of-use assets | 46 | 52 |
Capitalized R&D expenses | 10,176 | 4,613 |
Stock-based compensation expense | 305 | 76 |
Total deferred income tax assets | 51,788 | 38,459 |
Deferred tax liabilities: | ||
Prepaid expenses | (470) | (101) |
Total deferred income tax assets and liabilities | 51,318 | 38,358 |
Less: valuation allowance | (51,318) | (38,358) |
Total deferred income tax assets and liabilities | $ 0 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Change in valuation allowance | $ 13,192 | $ 8,728 |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Operating Losses (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Loss Carryforwards [Line Items] | ||
Total NOLs | $ 37,322 | $ 30,421 |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
NOLs expiring between 2029 and 2037 | 43,912 | |
NOLs which do not expire | 109,966 | |
Total NOLs | 153,878 | |
State | ||
Operating Loss Carryforwards [Line Items] | ||
NOLs expiring between 2029 and 2037 | 81,902 | |
NOLs which do not expire | 26,351 | |
Total NOLs | $ 108,253 |
Dynavax Purchase (Details)
Dynavax Purchase (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) | Jul. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jul. 31, 2020 USD ($) | Mar. 31, 2024 USD ($) Milestone | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2023 USD ($) item | Dec. 31, 2022 USD ($) | |
Asset Acquisition [Line Items] | ||||||||||
Milestone payments | $ 1,000 | $ 1,000 | ||||||||
Dynavax Technologies | ||||||||||
Asset Acquisition [Line Items] | ||||||||||
Upfront payment | $ 9,000 | $ 9,000 | ||||||||
Payment for asset acquisition | $ 4,000 | $ 5,000 | $ 4,000 | $ 5,000 | ||||||
Number of commercial milestones | 4 | 4 | ||||||||
Maximum aggregate milestone payments per development milestone | $ 170,000 | $ 170,000 | ||||||||
Royalties as a percentage of net sales, under sales threshold | 10 | 0.10 | ||||||||
Royalties, sales threshold amount | $ 1,000,000 | $ 1,000,000 | ||||||||
Royalties as a percentage of sales, over threshold amount | 12 | 0.12 | ||||||||
Dynavax Technologies | Commercial Milestone | ||||||||||
Asset Acquisition [Line Items] | ||||||||||
Maximum aggregate milestone payments per development milestone | $ 80,000 | $ 80,000 | ||||||||
Dynavax Technologies | Minimum | ||||||||||
Asset Acquisition [Line Items] | ||||||||||
Payments for milestone | $ 1,000 | 1,000 | 1,000 | $ 1,000 | ||||||
Dynavax Technologies | Maximum | ||||||||||
Asset Acquisition [Line Items] | ||||||||||
Payments for milestone | $ 10,000 | $ 10,000 |
Standby Equity Purchase Agree_2
Standby Equity Purchase Agreement - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Oct. 02, 2023 USD ($) $ / shares shares | Aug. 10, 2023 USD ($) shares | Apr. 30, 2024 USD ($) shares | Mar. 31, 2024 USD ($) $ / shares shares | Oct. 31, 2023 USD ($) | Mar. 31, 2024 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) item $ / shares | |
Derivative [Line Items] | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Standby equity purchase agreement term | 24 months | 24 months | |||||
Purchase agreement, number of trading days used for measurement of market price | 3 days | ||||||
Purchase agreement, ownership limitation | 4.99 | ||||||
Remeasurement gain | $ 2,702 | $ 10,295 | |||||
Purchase agreement, exchange cap | 19.99 | ||||||
Fair value of SEPA derivative liability | $ 14,214 | $ 14,214 | $ 16,916 | ||||
Number of advances | item | 5 | ||||||
Sale of stock (in shares) | shares | 4,015,002 | 350,000 | |||||
Net proceeds on sale of stock | $ 40,150 | $ 3,141 | |||||
Subsequent Event | |||||||
Derivative [Line Items] | |||||||
Sale of stock (in shares) | shares | 400,000 | 350,000 | |||||
Net proceeds on sale of stock | $ 3,602 | $ 3,141 | |||||
Expected draws | |||||||
Derivative [Line Items] | |||||||
Derivative liability, measurement input | 5,000 | 11,900 | 11,900 | 5,000 | |||
SEPA derivative liability | |||||||
Derivative [Line Items] | |||||||
Remeasurement gain | $ (181) | $ (2) | |||||
Fair value of SEPA derivative liability | $ 183 | $ 366 | $ 366 | 185 | |||
Standby Equity Purchase Agreement | |||||||
Derivative [Line Items] | |||||||
Sale of stock, authorized amount | $ 30,000 | $ 30,000 | 30,000 | ||||
Purchase agreement, maximum shares allowed, percentage of average daily volume | 100 | ||||||
Purchase agreement, number of days used for measurement of average daily trading volume | 10 days | ||||||
Maximum shares of common stock allowed under Purchase Agreement (in shares) | shares | 1,000,000 | ||||||
Purchase agreement, sales price, percentage of market price | 96 | ||||||
Purchase agreement, sales price, percentage of market price during three consecutive trading days | 97 | ||||||
Remeasurement gain | 2 | ||||||
Common stock, shares authorized for SEPA agreement (in shares) | shares | 5,260,704 | ||||||
Fair value of SEPA derivative liability | $ 183 | $ 185 |
Standby Equity Purchase Agree_3
Standby Equity Purchase Agreement - Expected Volatility (Details) $ in Thousands | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | Oct. 02, 2023 USD ($) |
Expected draws | |||
Derivative [Line Items] | |||
Derivative liability, measurement input | 11,900 | 5,000 | 5,000 |
Expected probability of draws | |||
Derivative [Line Items] | |||
Derivative liability, measurement input | 1 | 0.900 | 0.900 |
Risk-free interest rate | |||
Derivative [Line Items] | |||
Derivative liability, measurement input | 0.055 | 0.054 | 0.049 |
Convertible Preferred Stock - N
Convertible Preferred Stock - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Aug. 10, 2023 USD ($) $ / shares shares | Aug. 09, 2023 $ / shares | Jun. 01, 2023 USD ($) | Jul. 31, 2023 USD ($) | Mar. 31, 2023 USD ($) shares | Mar. 31, 2024 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) | Jun. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares | |
Temporary Equity [Line Items] | ||||||||||
Preferred stock, shares authorized (in shares) | shares | 10,000,000 | 10,000,000 | ||||||||
Undeclared dividends | $ | $ 801 | $ 0 | $ 1,258 | $ 0 | ||||||
Automatic conversion, anniversary | 4 years | |||||||||
Series A Convertible Preferred Stock, floor conversion price (in dollars per share) | $ 2.10 | |||||||||
Number of trading days, VWAP | 10 days | |||||||||
Liquidation preference (in dollars per share) | $ 10 | $ 10 | ||||||||
Proceeds from exercise of preferred stock warrants | $ | $ 0 | 4,720 | $ 9,630 | $ 9,630 | 0 | |||||
Transfer of warrant liability to preferred stock upon exercise of warrants | $ | $ 0 | 11,633 | $ 25,409 | 25,409 | 0 | |||||
Sale of stock (in shares) | shares | 4,015,002 | 350,000 | ||||||||
Net proceeds on sale of stock | $ | $ 40,150 | $ 3,141 | ||||||||
Enterprise value | $ | 220,000 | |||||||||
Loss on equity issuance | $ | $ 0 | $ 1,465 | 4,353 | $ 8,312 | ||||||
Measurement Input, Discount Rate | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Derivative liability, measurement input | 0.30 | |||||||||
Tranche Two | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Preferred stock, percentage of shares committed | 40 | 49.7 | ||||||||
Proceeds from Issuance of Warrants | $ | $ 14,701 | |||||||||
Series B-3 Convertible Preferred Stock | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Warrants exercised (in shares) | shares | 4,771,642 | |||||||||
Loss on equity issuance | $ | $ 1,402 | |||||||||
Series B | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Warrants exercised (in shares) | shares | 11,123 | |||||||||
Proceeds from exercise of preferred stock warrants | $ | $ 4 | |||||||||
Transfer of warrant liability to preferred stock upon exercise of warrants | $ | $ 106 | |||||||||
Series A convertible preferred stock (assuming maximum conversion) | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Preferred stock, shares authorized (in shares) | shares | 10,000,000 | |||||||||
Proceeds from sale of common stock (in shares) | shares | 4,015,002 | |||||||||
Proceeds from the issuance of preferred stock | $ | $ 40,150 | |||||||||
Original issue price (in dollars per share) | $ 10 | $ 10 | ||||||||
Preferred stock, dividend rate, percentage | 8% | 8% | 8% | |||||||
Liquidation preference (in dollars per share) | $ 10 | $ 10 | ||||||||
Series B-1 | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Conversion price (in dollars per share) | $ 10.93 | |||||||||
Conversion ratio | 1.296 | |||||||||
Series B-2 | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Sale of stock (in shares) | shares | 17,656 | 165,967 | ||||||||
Net proceeds on sale of stock | $ | $ 250 | $ 2,350 | ||||||||
Conversion price (in dollars per share) | $ 14.16 | |||||||||
Conversion ratio | 1 | |||||||||
Series B-2 | Tranche Two | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Sale of stock (in shares) | shares | 207,541 | 257,779 | ||||||||
Net proceeds on sale of stock | $ | $ 2,939 | $ 3,650 | ||||||||
Series B-3 Convertible Preferred Stock | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Proceeds from exercise of preferred stock warrants | $ | $ 4,530 | |||||||||
Sale of stock (in shares) | shares | 70,624 | 663,868 | ||||||||
Conversion price (in dollars per share) | $ 2.03 | |||||||||
Conversion ratio | 1 | |||||||||
Series B-3 Convertible Preferred Stock | Measurement Input, Fair Value Share Price | Valuation, Reverse Recapitalization Approach, Enterprise Value | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Derivative liability, measurement input | 9.31 | 10.93 | ||||||||
Series B-3 Convertible Preferred Stock | Tranche Two | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Sale of stock (in shares) | shares | 830,167 | 1,031,116 | ||||||||
Series A-1 | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Conversion price (in dollars per share) | $ 38.84 | |||||||||
Conversion ratio | 1.275 | |||||||||
Series A-2 | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Conversion price (in dollars per share) | $ 12.14 | |||||||||
Conversion ratio | 1.290 | |||||||||
Series A-3 | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Conversion price (in dollars per share) | $ 13.36 | |||||||||
Conversion ratio | 1.303 | |||||||||
Series A-4 | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Conversion price (in dollars per share) | $ 12.55 | |||||||||
Conversion ratio | 1.277 | |||||||||
Series A-5 | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Conversion price (in dollars per share) | $ 13.36 | |||||||||
Conversion ratio | 1.333 | |||||||||
Series A-6 | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Conversion price (in dollars per share) | $ 14.97 | |||||||||
Conversion ratio | 1.351 | |||||||||
Series B | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Conversion price (in dollars per share) | $ 9.71 | |||||||||
Conversion ratio | 1.250 |
Convertible Preferred Stock - S
Convertible Preferred Stock - Summary of Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Temporary Equity [Line Items] | ||||
Total convertible preferred stock | $ 25,237,155 | $ 25,237,155 | $ 164,006 | $ 160,507 |
Series A-1 | ||||
Temporary Equity [Line Items] | ||||
Convertible preferred stock, par value per share (in dollars per share) | $ 0.001 | |||
Convertible preferred stock, shares authorized (in shares) | 131,797 | |||
Convertible preferred stock, shares issued (in shares) | 131,797 | |||
Convertible preferred stock, shares outstanding (in shares) | 131,797 | |||
Total convertible preferred stock | $ 6,065 | |||
Series A-2 | ||||
Temporary Equity [Line Items] | ||||
Convertible preferred stock, par value per share (in dollars per share) | $ 0.001 | |||
Convertible preferred stock, shares issued (in shares) | 576,126 | |||
Convertible preferred stock, shares outstanding (in shares) | 576,126 | |||
Total convertible preferred stock | $ 8,976 | |||
Series A-3 | ||||
Temporary Equity [Line Items] | ||||
Convertible preferred stock, par value per share (in dollars per share) | $ 0.001 | |||
Convertible preferred stock, shares authorized (in shares) | 612,822 | |||
Convertible preferred stock, shares issued (in shares) | 612,822 | |||
Convertible preferred stock, shares outstanding (in shares) | 612,822 | |||
Total convertible preferred stock | $ 10,611 | |||
Series A-4 | ||||
Temporary Equity [Line Items] | ||||
Convertible preferred stock, par value per share (in dollars per share) | $ 0.001 | |||
Convertible preferred stock, shares authorized (in shares) | 127,787 | |||
Convertible preferred stock, shares issued (in shares) | 127,787 | |||
Convertible preferred stock, shares outstanding (in shares) | 127,787 | |||
Total convertible preferred stock | $ 1,993 | |||
Series A-5 | ||||
Temporary Equity [Line Items] | ||||
Convertible preferred stock, par value per share (in dollars per share) | $ 0.001 | |||
Convertible preferred stock, shares authorized (in shares) | 734,533 | |||
Convertible preferred stock, shares issued (in shares) | 730,320 | |||
Convertible preferred stock, shares outstanding (in shares) | 730,320 | |||
Total convertible preferred stock | $ 12,858 | |||
Series A-6 | ||||
Temporary Equity [Line Items] | ||||
Convertible preferred stock, par value per share (in dollars per share) | $ 0.001 | |||
Convertible preferred stock, shares authorized (in shares) | 805,848 | |||
Convertible preferred stock, shares issued (in shares) | 800,657 | |||
Convertible preferred stock, shares outstanding (in shares) | 800,657 | |||
Total convertible preferred stock | $ 15,476 | |||
Series B | ||||
Temporary Equity [Line Items] | ||||
Convertible preferred stock, par value per share (in dollars per share) | $ 0.001 | |||
Convertible preferred stock, shares authorized (in shares) | 7,021,678 | |||
Convertible preferred stock, shares issued (in shares) | 6,984,971 | |||
Convertible preferred stock, shares outstanding (in shares) | 6,984,971 | |||
Total convertible preferred stock | $ 84,528 | |||
Series B-1 | ||||
Temporary Equity [Line Items] | ||||
Convertible preferred stock, par value per share (in dollars per share) | $ 0.001 | |||
Convertible preferred stock, shares authorized (in shares) | 1,659,672 | |||
Convertible preferred stock, shares issued (in shares) | 1,659,672 | |||
Convertible preferred stock, shares outstanding (in shares) | 1,659,672 | |||
Total convertible preferred stock | $ 23,499 | |||
Series B-2 | ||||
Temporary Equity [Line Items] | ||||
Convertible preferred stock, par value per share (in dollars per share) | $ 0.001 | |||
Convertible preferred stock, shares authorized (in shares) | 1,765,609 | |||
Convertible preferred stock, shares issued (in shares) | 706,243 | |||
Convertible preferred stock, shares outstanding (in shares) | 706,243 | |||
Series B-3 Convertible Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Convertible preferred stock, par value per share (in dollars per share) | $ 0.001 | |||
Convertible preferred stock, shares authorized (in shares) | 8,474,924 | |||
Convertible preferred stock, shares issued (in shares) | 0 | |||
Convertible preferred stock, shares outstanding (in shares) | 0 |
Convertible Preferred Stock - C
Convertible Preferred Stock - Convertible Preferred Stock Rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Temporary Equity [Line Items] | |||
Convertible preferred stock, beginning balance | $ 25,237,155 | $ 164,006 | $ 160,507 |
Issuances | 0 | 39,968 | 3,499 |
Retirements / Conversions | (203,974) | ||
Convertible preferred stock, ending balance | $ 25,237,155 | 25,237,155 | 164,006 |
Series A-1 | |||
Temporary Equity [Line Items] | |||
Convertible preferred stock, beginning balance | 6,065 | 6,065 | |
Retirements / Conversions | (6,065) | ||
Convertible preferred stock, ending balance | 6,065 | ||
Series A-2 | |||
Temporary Equity [Line Items] | |||
Convertible preferred stock, beginning balance | 8,976 | 8,976 | |
Retirements / Conversions | (8,976) | ||
Convertible preferred stock, ending balance | 8,976 | ||
Series A-3 | |||
Temporary Equity [Line Items] | |||
Convertible preferred stock, beginning balance | 10,611 | 10,611 | |
Retirements / Conversions | (10,611) | ||
Convertible preferred stock, ending balance | 10,611 | ||
Series A-4 | |||
Temporary Equity [Line Items] | |||
Convertible preferred stock, beginning balance | 1,993 | 1,993 | |
Retirements / Conversions | (1,993) | ||
Convertible preferred stock, ending balance | 1,993 | ||
Series A-5 | |||
Temporary Equity [Line Items] | |||
Convertible preferred stock, beginning balance | 12,858 | 12,858 | |
Retirements / Conversions | (12,858) | ||
Convertible preferred stock, ending balance | 12,858 | ||
Series A-6 | |||
Temporary Equity [Line Items] | |||
Convertible preferred stock, beginning balance | 15,476 | 15,476 | |
Retirements / Conversions | (15,476) | ||
Convertible preferred stock, ending balance | 15,476 | ||
Series B | |||
Temporary Equity [Line Items] | |||
Convertible preferred stock, beginning balance | 84,528 | 84,528 | |
Issuances | 109 | ||
Retirements / Conversions | (84,637) | ||
Convertible preferred stock, ending balance | 84,528 | ||
Series B-1 | |||
Temporary Equity [Line Items] | |||
Convertible preferred stock, beginning balance | 23,499 | 20,000 | |
Issuances | 1 | 3,499 | |
Retirements / Conversions | (23,500) | ||
Convertible preferred stock, ending balance | $ 23,499 | ||
Series B-2 | |||
Temporary Equity [Line Items] | |||
Retirements / Conversions | 0 | ||
Series B-3 Convertible Preferred Stock | |||
Temporary Equity [Line Items] | |||
Issuances | 39,858 | ||
Retirements / Conversions | $ (39,858) |
Convertible Preferred Stock - F
Convertible Preferred Stock - Fair Value Measurements (Details) | Mar. 31, 2024 | Dec. 31, 2023 | Oct. 02, 2023 | Dec. 31, 2022 $ / shares Y |
Measurement Input, Fair Value Share Price | Series B-2 | Guideline Public Company Model | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liability, measurement input | $ / shares | 14.97 | |||
Measurement Input, Fair Value Share Price | Series B-3 Convertible Preferred Stock | Guideline Public Company Model | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liability, measurement input | $ / shares | 3.24 | |||
Measurement Input, Exercise Share Price | Series B-2 | Guideline Public Company Model | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liability, measurement input | $ / shares | 14.16 | |||
Measurement Input, Exercise Price | Series B-3 Convertible Preferred Stock | Black-Scholes Model | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liability, measurement input | $ / shares | 2.03 | |||
Expected share price volatility | Minimum | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liability, measurement input | 0.500 | |||
Expected share price volatility | Maximum | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liability, measurement input | 0.650 | |||
Risk-free interest rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liability, measurement input | 0.055 | 0.054 | 0.049 | |
Risk-free interest rate | Minimum | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liability, measurement input | 0.040 | |||
Risk-free interest rate | Maximum | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liability, measurement input | 0.047 | |||
Expected term (years) | Black-Scholes Model | Series B-3 warrant liabilities | Minimum | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liability, measurement input | Y | 5.8 | |||
Expected term (years) | Black-Scholes Model | Series B-3 warrant liabilities | Maximum | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liability, measurement input | Y | 6 | |||
Expected term (years) | Series B-2 Tranche Liability | Minimum | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liability, measurement input | Y | 0.2 | |||
Expected term (years) | Series B-2 Tranche Liability | Maximum | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liability, measurement input | Y | 0.4 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) - shares | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Equity [Abstract] | |||
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 | 30,898,162 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Stock by Class (Details) - shares | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | |||
Total common stock available for future issuance (in shares) | 48,081,610 | 19,194,622 | |
Employee Stock | |||
Class of Stock [Line Items] | |||
Total common stock available for future issuance (in shares) | 2,350,530 | 1,396,252 | |
Total Equity Awards | |||
Class of Stock [Line Items] | |||
Total common stock available for future issuance (in shares) | 7,181,537 | 2,103,489 | |
Stock options and restricted stock units outstanding | |||
Class of Stock [Line Items] | |||
Total common stock available for future issuance (in shares) | 3,666,234 | 1,671,076 | |
Shares available for future grant | |||
Class of Stock [Line Items] | |||
Total common stock available for future issuance (in shares) | 3,515,303 | 432,413 | |
Warrants | |||
Class of Stock [Line Items] | |||
Total common stock available for future issuance (in shares) | 14,266,666 | 2,878,517 | |
Public Warrants | |||
Class of Stock [Line Items] | |||
Total common stock available for future issuance (in shares) | 8,333,333 | ||
Private Placement Warrants | |||
Class of Stock [Line Items] | |||
Total common stock available for future issuance (in shares) | 5,933,333 | ||
Warrants to purchase Series A-5 preferred stock | |||
Class of Stock [Line Items] | |||
Total common stock available for future issuance (in shares) | 5,010 | ||
Warrants to purchase Series A-6 preferred stock | |||
Class of Stock [Line Items] | |||
Total common stock available for future issuance (in shares) | 6,179 | ||
Warrants to purchase Series B preferred stock | |||
Class of Stock [Line Items] | |||
Total common stock available for future issuance (in shares) | 42,354 | ||
Warrants to purchase Series B-3 preferred stock | |||
Class of Stock [Line Items] | |||
Total common stock available for future issuance (in shares) | 2,824,974 | ||
Preferred stock | |||
Class of Stock [Line Items] | |||
Total common stock available for future issuance (in shares) | 25,237,155 | 14,212,616 | |
Series A convertible preferred stock (assuming maximum conversion) | |||
Class of Stock [Line Items] | |||
Total common stock available for future issuance (in shares) | 25,237,155 | 0 | |
Series A-1 | |||
Class of Stock [Line Items] | |||
Total common stock available for future issuance (in shares) | 152,188 | ||
Series A-2 | |||
Class of Stock [Line Items] | |||
Total common stock available for future issuance (in shares) | 675,638 | ||
Series A-3 | |||
Class of Stock [Line Items] | |||
Total common stock available for future issuance (in shares) | 712,198 | ||
Series A-4 | |||
Class of Stock [Line Items] | |||
Total common stock available for future issuance (in shares) | 148,834 | ||
Series A-5 | |||
Class of Stock [Line Items] | |||
Total common stock available for future issuance (in shares) | 868,487 | ||
Series A-6 | |||
Class of Stock [Line Items] | |||
Total common stock available for future issuance (in shares) | 953,163 | ||
Series B | |||
Class of Stock [Line Items] | |||
Total common stock available for future issuance (in shares) | 8,059,581 | ||
Series B-1 | |||
Class of Stock [Line Items] | |||
Total common stock available for future issuance (in shares) | 1,936,284 | ||
Series B-2 | |||
Class of Stock [Line Items] | |||
Total common stock available for future issuance (in shares) | 706,243 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Plan Balances (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 plan shares | Dec. 31, 2023 plan shares | Jan. 01, 2024 shares | Aug. 11, 2023 shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of equity incentive plans | plan | 2 | 2 | ||
Authorized (in shares) | 9,541,495 | 2,816,224 | ||
Available for Issue (in shares) | 4,096,649 | |||
Stock options and restricted stock units outstanding | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Authorized (in shares) | 7,181,537 | |||
Outstanding (in shares) | 3,666,234 | |||
Available for Issue (in shares) | 3,515,303 | |||
2009 Plan | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Authorized (in shares) | 1,570,793 | |||
Available for Issue (in shares) | 0 | |||
2009 Plan | Stock options and restricted stock units outstanding | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Authorized (in shares) | 1,596,529 | |||
Outstanding (in shares) | 1,596,529 | |||
Available for Issue (in shares) | 0 | |||
2023 Plan | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Authorized (in shares) | 7,970,702 | 5,585,008 | 8,004,324 | |
Available for Issue (in shares) | 4,096,649 | |||
2023 Plan | Stock options and restricted stock units outstanding | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Authorized (in shares) | 5,585,008 | |||
Outstanding (in shares) | 2,069,705 | |||
Available for Issue (in shares) | 3,515,303 |
Stockholders' Equity - 2009 Equ
Stockholders' Equity - 2009 Equity Incentive Plan (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Granted (in shares) | 1,316,093 | |||
Stock options, weighted average grant date fair value (in dollars per share) | $ 5.36 | |||
Available for Issue (in shares) | 4,096,649 | |||
2009 Plan | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock options outstanding (in shares) | 1,506,620 | 1,532,356 | 1,671,076 | 1,307,080 |
Stock options, contractual term | 10 years | 10 years | ||
Granted (in shares) | 279,306 | 550,049 | ||
Stock options, weighted average grant date fair value (in dollars per share) | $ 5.60 | |||
Available for Issue (in shares) | 0 | |||
Recognized compensation expense | $ 245 | |||
Unrecognized compensation expense | $ 873 | |||
Compensation expense, period for recognition | 1 year 7 months 6 days | 1 year 6 months | ||
2009 Plan | Board of Directors and Other Non-Employees | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Granted (in shares) | 177,973 | |||
2009 Plan | Options to purchase common stock | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Available for Issue (in shares) | 0 | |||
2023 Plan | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock options outstanding (in shares) | 2,069,705 | 0 | 0 | |
Granted (in shares) | 2,100,307 | 0 | ||
Stock options, weighted average grant date fair value (in dollars per share) | $ 4.08 | |||
Available for Issue (in shares) | 4,096,649 | |||
Recognized compensation expense | $ 724 | |||
Unrecognized compensation expense | $ 7,766 | |||
Compensation expense, period for recognition | 3 years 6 months | 3 years 7 months 6 days | ||
2023 Plan | Board of Directors and Other Non-Employees | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Granted (in shares) | 278,000 | |||
Minimum | 2009 Plan | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock options, graded vesting period | 1 year | 1 year | ||
Maximum | 2009 Plan | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock options, graded vesting period | 4 years | 4 years |
Stockholders' Equity - Schedu_3
Stockholders' Equity - Schedule of Stock Option Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of shares | ||||
Granted (in shares) | 1,316,093 | |||
2009 Plan | ||||
Number of shares | ||||
Options outstanding, beginning balance (in shares) | 1,532,356 | 1,671,076 | 1,307,080 | |
Granted (in shares) | 279,306 | 550,049 | ||
Exercised (in shares) | (222,627) | (82,879) | ||
Forfeiture (in shares) | (195,399) | (103,174) | ||
Options outstanding, ending balance (in shares) | 1,506,620 | 1,532,356 | 1,671,076 | 1,307,080 |
Weighted average exercise price | ||||
Options outstanding, beginning balance (in dollars per share) | $ 2.78 | $ 1.62 | $ 1.22 | |
Granted (in dollars per share) | 10.30 | 2.43 | ||
Exercised (in dollars per share) | 0.94 | 0.81 | ||
Forfeiture (in dollars per share) | 5.46 | 1.22 | ||
Options outstanding, ending balance (in dollars per share) | $ 2.78 | $ 1.62 | $ 1.22 | |
Weighted average remaining contractual life | ||||
Weighted average remaining contractual life | 7 years 6 months | 8 years 2 months 12 days | 8 years 4 months 24 days | |
2023 Plan | ||||
Number of shares | ||||
Options outstanding, beginning balance (in shares) | 2,069,705 | 0 | 0 | |
Granted (in shares) | 2,100,307 | 0 | ||
Exercised (in shares) | 0 | 0 | ||
Forfeiture (in shares) | (30,602) | 0 | ||
Options outstanding, ending balance (in shares) | 2,069,705 | 0 | 0 | |
Weighted average exercise price | ||||
Options outstanding, beginning balance (in dollars per share) | $ 7.36 | $ 0 | $ 0 | |
Granted (in dollars per share) | 7.32 | 0 | ||
Exercised (in dollars per share) | 0 | 0 | ||
Forfeiture (in dollars per share) | 4.79 | 0 | ||
Options outstanding, ending balance (in dollars per share) | $ 7.36 | $ 0 | $ 0 | |
Weighted average remaining contractual life | ||||
Weighted average remaining contractual life | 9 years 8 months 12 days |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Exercise Price Range of Options Outstanding (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2024 | |
2009 Plan | ||||
Class of Stock [Line Items] | ||||
Stock options outstanding (in shares) | 1,532,356 | 1,671,076 | 1,307,080 | 1,506,620 |
Weighted average remaining contractual life | 7 years 6 months | 8 years 2 months 12 days | 8 years 4 months 24 days | |
Stock options exercisable (in shares) | 797,235 | |||
2009 Plan | Exercise Price $0.41 | ||||
Class of Stock [Line Items] | ||||
Exercise Price (in dollars per share) | $ 0.41 | |||
Stock options outstanding (in shares) | 326,589 | |||
Weighted average remaining contractual life | 7 years 10 days | |||
Stock options exercisable (in shares) | 272,169 | |||
2009 Plan | Exercise Price $1.22 | ||||
Class of Stock [Line Items] | ||||
Exercise Price (in dollars per share) | $ 1.22 | |||
Stock options outstanding (in shares) | 200,832 | |||
Weighted average remaining contractual life | 4 years 2 months 4 days | |||
Stock options exercisable (in shares) | 200,832 | |||
2009 Plan | Exercise Price $2.03 | ||||
Class of Stock [Line Items] | ||||
Exercise Price (in dollars per share) | $ 2.03 | |||
Stock options outstanding (in shares) | 7,415 | |||
Weighted average remaining contractual life | 3 years 6 months 18 days | |||
Stock options exercisable (in shares) | 7,415 | |||
2009 Plan | Exercise Price $2.43 | ||||
Class of Stock [Line Items] | ||||
Exercise Price (in dollars per share) | $ 2.43 | |||
Stock options outstanding (in shares) | 810,855 | |||
Weighted average remaining contractual life | 8 years 2 months 8 days | |||
Stock options exercisable (in shares) | 307,567 | |||
2009 Plan | Exercise Price $3.65 | ||||
Class of Stock [Line Items] | ||||
Exercise Price (in dollars per share) | $ 3.65 | |||
Stock options outstanding (in shares) | 4,250 | |||
Weighted average remaining contractual life | 2 years 10 months 20 days | |||
Stock options exercisable (in shares) | 4,250 | |||
2009 Plan | Exercise Price $10.30 | ||||
Class of Stock [Line Items] | ||||
Exercise Price (in dollars per share) | $ 10.30 | |||
Stock options outstanding (in shares) | 182,415 | |||
Weighted average remaining contractual life | 9 years 4 months 17 days | |||
Stock options exercisable (in shares) | 5,002 | |||
2023 Plan | ||||
Class of Stock [Line Items] | ||||
Stock options outstanding (in shares) | 2,069,705 | 0 | 0 | |
Weighted average remaining contractual life | 9 years 8 months 12 days | |||
Stock options exercisable (in shares) | 1,324 | |||
2023 Plan | Exercise Price $4.60 | ||||
Class of Stock [Line Items] | ||||
Exercise Price (in dollars per share) | $ 4.60 | |||
Stock options outstanding (in shares) | 150,556 | |||
Weighted average remaining contractual life | 9 years 9 months 29 days | |||
Stock options exercisable (in shares) | 0 | |||
2023 Plan | Exercise Price $4.78 | ||||
Class of Stock [Line Items] | ||||
Exercise Price (in dollars per share) | $ 4.78 | |||
Stock options outstanding (in shares) | 866,000 | |||
Weighted average remaining contractual life | 9 years 8 months 8 days | |||
Stock options exercisable (in shares) | 0 | |||
2023 Plan | Exercise Price $4.95 | ||||
Class of Stock [Line Items] | ||||
Exercise Price (in dollars per share) | $ 4.95 | |||
Stock options outstanding (in shares) | 112,649 | |||
Weighted average remaining contractual life | 9 years 9 months 7 days | |||
Stock options exercisable (in shares) | 1,324 | |||
2023 Plan | Exercise Price $6.70 | ||||
Class of Stock [Line Items] | ||||
Exercise Price (in dollars per share) | $ 6.70 | |||
Stock options outstanding (in shares) | 195,000 | |||
Weighted average remaining contractual life | 9 years 7 months 28 days | |||
Stock options exercisable (in shares) | 0 | |||
2023 Plan | Exercise Price $7.92 | ||||
Class of Stock [Line Items] | ||||
Exercise Price (in dollars per share) | $ 7.92 | |||
Stock options outstanding (in shares) | 40,000 | |||
Weighted average remaining contractual life | 9 years 11 months 19 days | |||
Stock options exercisable (in shares) | 0 | |||
2023 Plan | Exercise Price $11.34 | ||||
Class of Stock [Line Items] | ||||
Exercise Price (in dollars per share) | $ 11.34 | |||
Stock options outstanding (in shares) | 245,000 | |||
Weighted average remaining contractual life | 9 years 7 months 9 days | |||
Stock options exercisable (in shares) | 0 | |||
2023 Plan | Exercise Price $11.51 | ||||
Class of Stock [Line Items] | ||||
Exercise Price (in dollars per share) | $ 11.51 | |||
Stock options outstanding (in shares) | 172,500 | |||
Weighted average remaining contractual life | 9 years 7 months 13 days | |||
Stock options exercisable (in shares) | 0 | |||
2023 Plan | Exercise Price $12.00 | ||||
Class of Stock [Line Items] | ||||
Exercise Price (in dollars per share) | $ 12 | |||
Stock options outstanding (in shares) | 288,000 | |||
Weighted average remaining contractual life | 9 years 7 months 9 days | |||
Stock options exercisable (in shares) | 0 |
Stockholders' Equity - Schedu_4
Stockholders' Equity - Schedule of Black-Scholes Valuation Assumptions (Details) - Options to purchase common stock | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
2009 Plan | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected dividend yield | 0% | 0% |
Expected volatility | 53% | 32% |
Risk-free interest rate | 4.20% | 2.76% |
2009 Plan | Minimum | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term (years) | 6 years | 5 years 7 months 6 days |
2009 Plan | Maximum | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term (years) | 6 years 2 months 12 days | 6 years 2 months 12 days |
2023 Plan | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatility | 53% | |
Risk-free interest rate | 4.20% | |
2023 Plan | Minimum | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term (years) | 6 years | |
2023 Plan | Maximum | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term (years) | 6 years 2 months 12 days |
Stockholders' Equity - 2023 Equ
Stockholders' Equity - 2023 Equity Incentive Plan (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2024 | Aug. 11, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Options and RSU's outstanding (in shares) | 9,541,495 | 2,816,224 | |||
Granted (in shares) | 1,316,093 | ||||
Stock options, weighted average grant date fair value (in dollars per share) | $ 5.36 | ||||
Exercise price, percentage of estimated fair value per share, options | 100% | 100% | |||
Total common stock available for future issuance (in shares) | 48,081,610 | 19,194,622 | |||
2023 Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Options and RSU's outstanding (in shares) | 7,970,702 | 5,585,008 | 8,004,324 | ||
Stock options, contractual term | 10 years | ||||
Granted (in shares) | 2,100,307 | 0 | |||
Stock options, weighted average grant date fair value (in dollars per share) | $ 4.08 | ||||
Recognized compensation expense | $ 724 | ||||
Unrecognized compensation expense | $ 7,766 | ||||
Compensation expense, period for recognition | 3 years 6 months | 3 years 7 months 6 days | |||
2023 Plan | Board of Directors and Other Non-Employees | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Granted (in shares) | 278,000 | ||||
Restricted Stock Units (RSUs) | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Recognized compensation expense | $ 433 | ||||
Unrecognized compensation expense | $ 609 | ||||
Compensation expense, period for recognition | 1 year 6 months | ||||
Stock options, graded vesting period | 4 years | ||||
Shares vesting at each annual anniversary, percent | 25% | ||||
Restricted Stock Units (RSUs) | 2023 Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Unrecognized compensation expense | $ 4,547 | ||||
Employee Stock | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Total common stock available for future issuance (in shares) | 2,350,530 | 1,396,252 | |||
Share-based compensation arrangement by share-based payment award, automatic increase period | 10 years | 10 years | |||
Share-based compensation arrangement by share-based payment award, automatic increase, percentage of total shares | 2 | 0.02 | |||
Share-based compensation arrangement by share-based payment award, automatic increase, percentage of initial share reserve | 200 | 2 |
Stockholders' Equity - Schedu_5
Stockholders' Equity - Schedule of RSU Activity (Details) - Restricted Stock Units (RSUs) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | ||
Beginning Outstanding (in shares) | 64,173 | 0 |
Awarded (in shares) | 498,255 | 184,018 |
Released (in shares) | (25,091) | |
Forfeited (in shares) | (94,754) | |
Ending Outstanding (in shares) | 64,173 | |
Weighted-Average Grant-Date Fair Value per Share | ||
Beginning Outstanding (in dollars per share) | $ 0 | |
Awarded (in dollars per share) | $ 9.46 | 10.30 |
Released (in dollars per share) | 10.30 | |
Forfeited (in dollars per share) | $ 10.30 | |
Weighted average remaining contractual life | 1 year 9 months 18 days |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Antidilutive Securities (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 23,674,960 | 17,865,557 | 21,896,348 | 16,879,990 |
Preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 4,015,002 | 14,897,532 | 4,015,002 | 12,330,395 |
Preferred stock warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 1,429,942 | 0 | 2,878,519 |
Public and private warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 14,215,112 | 0 | 14,215,112 | 0 |
Options to purchase common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 4,882,418 | 1,538,083 | 3,666,234 | 1,671,076 |
Net Loss per Share (Details)
Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||||
Deemed dividend related to Series B-2 preferred stock down round provision | $ 0 | $ 959 | $ 2,981 | $ 2,829 |
Increase in net loss per common share, deemed dividend (in dollars per share) | $ 0.32 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) lease item | Dec. 31, 2022 USD ($) | Oct. 31, 2022 USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Number of leases | lease | 4 | ||
Number of finance leases | lease | 4 | ||
Operating lease, weighted average remaining lease term | 8 years | ||
Finance lease, weighted average remaining lease term | 3 years | ||
Operating lease, weighted average discount rate, percent | 8.10% | ||
Finance lease, weighted average discount rate, percent | 8.10% | ||
Property and equipment, net | $ 2,091 | $ 2,231 | |
Short-term lease liabilities | 76 | ||
Long-term lease liabilities | 88 | ||
Lease expense | $ 489 | 463 | |
Copier Equipment | |||
Lessee, Lease, Description [Line Items] | |||
Number of finance leases | lease | 3 | ||
Laboratory Equipment | |||
Lessee, Lease, Description [Line Items] | |||
Number of finance leases | lease | 1 | ||
Westminster Facility | |||
Lessee, Lease, Description [Line Items] | |||
Number of lease renewal options | item | 2 | ||
Lease renewal term | 5 years | ||
Property and equipment, net | $ 38 | ||
Short-term lease liabilities | 6 | ||
Long-term lease liabilities | $ 32 | ||
Providence Facility | |||
Lessee, Lease, Description [Line Items] | |||
Property and equipment, net | 310 | ||
Short-term lease liabilities | 178 | ||
Long-term lease liabilities | $ 132 | ||
Bannockburn Facility | |||
Lessee, Lease, Description [Line Items] | |||
Lease renewal term | 3 years | ||
Cranston Facility | |||
Lessee, Lease, Description [Line Items] | |||
Lease renewal term | 2 years |
Leases - Schedule of Lease Asse
Leases - Schedule of Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Leases | |||
Right-of-use assets | $ 1,196 | $ 1,179 | $ 1,381 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Short-term lease liabilities | ||
Short-term lease liabilities | $ 275 | ||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Long-term lease liabilities | ||
Long-term lease liabilities | $ 1,156 | ||
Finance Leases | |||
Right-of-use assets | 233 | ||
Short-term lease liabilities | $ 76 | ||
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Short-term lease liabilities | ||
Long-term lease liabilities | $ 88 | ||
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Long-term lease liabilities |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating lease expense | $ 473 | $ 443 |
Finance lease expense: | ||
Amortization of ROU assets | 13 | 16 |
Interest on lease liabilities | 4 | 4 |
Total finance lease expense | 16 | 20 |
Total lease expense | $ 489 | $ 463 |
Leases - Schedules of Maturity
Leases - Schedules of Maturity (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | |
2024 | $ 380 |
2025 | 205 |
2026 | 213 |
2027 | 219 |
2028 | 226 |
Thereafter | 657 |
Total undiscounted lease payments | 1,900 |
Less imputed interest | (470) |
Total lease liabilities | 1,431 |
Finance Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | |
2024 | 87 |
2025 | 77 |
2026 | 9 |
2027 | 7 |
2028 | 0 |
Thereafter | 0 |
Total undiscounted lease payments | 180 |
Less imputed interest | (16) |
Total lease liabilities | $ 164 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Defined Contribution Plan Disclosure [Line Items] | ||
401(k) plan contributions | $ 580 | $ 431 |
Match eligible contribution percentage, rate one | 0.03 | |
Match eligible contribution percentage, rate two | 0.035 | |
Match eligible contribution percentage, rate three | 0.04 | |
Maximum match eligible contribution percentage | 4% | |
3% Employee Contribution | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Employee contribution, percentage | 3% | |
Minimum | Employee Contribution Between 3 and 4% | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Employee contribution, percentage | 3% | |
Minimum | Employee Contribution Between 4 and 5% | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Employee contribution, percentage | 4% | |
Maximum | Employee Contribution Between 3 and 4% | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Employee contribution, percentage | 4% | |
Maximum | Employee Contribution Between 4 and 5% | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Employee contribution, percentage | 5% |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 3,970 | $ 11,777 |
Accounts receivable | 4,277 | 3,554 |
Inventory, net | 2,913 | 2,545 |
Prepaid expenses | 2,031 | 2,986 |
Total current assets | 13,191 | 20,862 |
Property and equipment, net | 1,965 | 2,091 |
Right-of-use assets | 1,196 | 1,179 |
Intangible assets, net | 1,113 | 1,127 |
Other assets | 424 | 466 |
Total assets | 17,889 | 25,725 |
Current liabilities: | ||
Trade payables | 2,348 | 3,391 |
Accrued liabilities | 11,423 | 10,556 |
Short-term lease liabilities | 363 | 351 |
Other current liabilities | 260 | 389 |
Total current liabilities | 14,394 | 14,687 |
Long-term lease liabilities | 1,218 | 1,244 |
Contingent earnout liability | 22,620 | 18,632 |
Warrant and SEPA liabilities | 14,580 | 17,100 |
Total liabilities | 52,812 | 51,663 |
Stockholders' deficit: | ||
Preferred stock, Series A, $0.0001 par value per share, $10.00 liquidation value per share. Authorized $10,000,000 shares at March 31, 2024 and December 31, 2023, respectively; issued and outstanding, $4,015,002 shares at March 31, 2024 and December 31, 2023, respectively. | ||
Common stock, $0.0001 par value per share. Authorized $400,000,000 shares at March 31, 2024 and December 31, 2023, respectively; issued and outstanding, 26,758,272 and $26,413,213 shares at March 31, 2024, and December 31, 2023, respectively. | 2 | 2 |
Additional paid-in capital | 226,671 | 222,437 |
Accumulated deficit | (261,596) | (248,377) |
Total stockholders' deficit | (34,923) | (25,938) |
Total liabilities and stockholders' deficit | $ 17,889 | $ 25,725 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 | Oct. 02, 2023 | Aug. 11, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | |||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Liquidation preference (in dollars per share) | $ 10 | $ 10 | |||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | |||
Preferred stock, shares issued (in shares) | 4,015,002 | 4,015,002 | |||
Preferred stock, shares outstanding (in shares) | 4,015,002 | 4,015,002 | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 | 30,898,162 | ||
Common stock, shares issued (in shares) | 26,758,272 | 26,413,213 | 347,926 | ||
Common stock, shares outstanding (in shares) | 26,758,272 | 26,413,213 | 26,316,681 | 347,926 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 6,457 | $ 2,984 | $ 18,511 | $ 12,398 |
Cost of goods sold | 971 | 662 | 2,605 | 2,258 |
Gross profit | 5,486 | 2,322 | 15,906 | 10,140 |
Operating expenses: | ||||
Research and development | 5,857 | 5,642 | 29,510 | 21,358 |
Sales and marketing | 6,687 | 3,249 | 17,034 | 12,738 |
General and administrative | 4,627 | 3,552 | 23,512 | 12,483 |
Loss from operations | (11,685) | (10,121) | (54,150) | (36,439) |
Other income (expense): | ||||
Interest income | 92 | 35 | 431 | 180 |
Interest expense | (3) | (5) | (16) | (1) |
Loss on equity issuance | 0 | (1,465) | (4,353) | (8,312) |
Extinguishment of tranche liability | 0 | 881 | ||
Change in fair value of SEPA and warrant liabilities | 2,521 | 2,421 | (10,855) | (2,186) |
Change in fair value of contingent earnout liability | (3,988) | 0 | 10,293 | 0 |
Other expense, net | (153) | (19) | (379) | (420) |
Loss before income taxes | (13,216) | (8,273) | (59,029) | (47,178) |
Income tax (expense) benefit | (3) | 5 | (9) | (9) |
Net loss available to common stockholders | (13,219) | (8,268) | (59,038) | (47,187) |
Deemed dividend related to Series B-2 preferred stock down round provision | 0 | (959) | (2,981) | (2,829) |
Undeclared dividends on Series A preferred stock | (801) | 0 | (1,258) | 0 |
Net loss attributable to common stockholders | $ (14,020) | $ (9,227) | $ (63,277) | $ (50,016) |
Net loss per share, basic (in dollars per share) | $ (0.60) | $ (0.57) | $ (6.73) | $ (161.55) |
Net loss per share, diluted (in dollars per share) | $ (0.60) | $ (0.57) | $ (6.73) | $ (161.55) |
Weighted average common shares outstanding, basic (in shares) | 23,323,045 | 16,166,581 | 9,395,748 | 309,609 |
Weighted average common shares outstanding, diluted (in shares) | 23,323,045 | 16,166,581 | 9,395,748 | 309,609 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Preferred stock | Common stock | Additional paid-in capital | Accumulated deficit | Total | |
Balance, beginning of period at Dec. 31, 2021 | $ 6,737,000 | $ (136,342,000) | $ (129,605,000) | |||
Balances, beginning of period (in shares) at Dec. 31, 2021 | 264,978 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of options (in shares) | 82,879 | |||||
Exercise of options | 94,000 | 94,000 | ||||
Stock-based compensation | 368,000 | 368,000 | ||||
Deemed dividend | $ 0 | $ 0 | 2,829,000 | (2,829,000) | 0 | |
Net loss | (47,187,000) | (47,187,000) | ||||
Balance, end of period at Dec. 31, 2022 | 0 | $ 14,000 | 10,015,000 | (186,358,000) | $ (176,329,000) | |
Balances, end of period (in shares) at Dec. 31, 2022 | 14,075,524 | 347,926 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of options (in shares) | 3,877,352 | |||||
Exercise of options | $ 4,000 | 46,000 | $ 50,000 | |||
Stock-based compensation | 74,000 | 74,000 | ||||
Deemed dividend | 959,000 | (959,000) | ||||
Net loss | (8,268,000) | (8,268,000) | ||||
Balance, end of period at Mar. 31, 2023 | 0 | $ 18,000 | 11,094,000 | (195,585,000) | (184,473,000) | |
Balances, end of period (in shares) at Mar. 31, 2023 | 17,952,876 | |||||
Balance, beginning of period at Dec. 31, 2022 | $ 0 | $ 14,000 | 10,015,000 | (186,358,000) | $ (176,329,000) | |
Balances, beginning of period (in shares) at Dec. 31, 2022 | 14,075,524 | 347,926 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of options (in shares) | 247,612 | |||||
Exercise of options | 180,000 | $ 180,000 | ||||
Stock-based compensation | 1,402,000 | 1,402,000 | ||||
Proceeds from sale of common stock (in shares) | 4,015,002 | |||||
Proceeds from sale of common stock | 34,150,000 | 34,150,000 | ||||
Deemed dividend | 2,981,000 | (2,981,000) | ||||
Net loss | (59,038,000) | $ (59,038,000) | ||||
Ending balance (in shares) at Dec. 31, 2023 | 4,015,002 | 4,015,002 | ||||
Balance, end of period at Dec. 31, 2023 | $ 0 | $ 2,000 | 222,437,000 | (248,377,000) | $ (25,938,000) | |
Balances, end of period (in shares) at Dec. 31, 2023 | 26,413,213 | 26,413,213 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of options (in shares) | [1] | (4,941) | ||||
Exercise of options (in shares) | 2,906 | |||||
Exercise of options | 7,000 | $ 7,000 | ||||
Stock-based compensation | 1,086,000 | 1,086,000 | ||||
Proceeds from sale of common stock (in shares) | 350,000 | |||||
Proceeds from sale of common stock | 3,141,000 | 3,141,000 | ||||
Net loss | (13,219,000) | $ (13,219,000) | ||||
Ending balance (in shares) at Mar. 31, 2024 | 4,015,002 | 4,015,002 | ||||
Balance, end of period at Mar. 31, 2024 | $ 2,000 | $ 226,671,000 | $ (261,596,000) | $ (34,923,000) | ||
Balances, end of period (in shares) at Mar. 31, 2024 | 26,758,272 | 26,758,272 | ||||
[1] Amount reflects 2,906 shares issued for option exercises and 7,847 shares returned from options exercised in 2023 to correct clerical error. |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (Parenthetical) | 3 Months Ended |
Mar. 31, 2024 shares | |
Shares returned from options exercised, correction of clerical error (in shares) | (7,847) |
Common stock | |
Exercise of options (in shares) | 2,906 |
CONDENSED CONSOLIDATED STATEM_4
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 available to common stockholders | $ (13,219) | $ (8,268) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 188 | 184 |
Reduction in the carrying amount of right-of-use assets | 76 | 11 |
Change in fair value of warrant and SEPA liabilities | (2,521) | (2,421) |
Change in fair value of contingent earnout liability | 3,988 | 0 |
Extinguishment of tranche liability | 0 | (881) |
Loss on equity issuance | 0 | 1,465 |
Stock-based compensation expense | 1,086 | 74 |
Loss on disposal of fixed assets | 18 | 16 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (723) | (35) |
Inventory, net | (368) | (250) |
Prepaid expenses | 955 | (348) |
Deposits | 43 | 0 |
Operating lease liabilities | (85) | (72) |
Trade payables and accrued liabilities | (305) | 22 |
Net cash used in operating activities | (10,867) | (10,503) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (66) | (7) |
Purchases of intellectual property and licenses | 0 | (67) |
Net cash used in investing activities | (66) | (74) |
Cash flows from financing activities: | ||
Proceeds from the issuance of preferred stock | 0 | 3,182 |
Proceeds from the issuance of common stock | 3,141 | 0 |
Proceeds from exercise of preferred stock warrants | 0 | 4,720 |
Payments on finance lease liabilities | (22) | (22) |
Proceeds from the exercise of stock options for common stock | 7 | 50 |
Net cash provided by financing activities | 3,126 | 7,930 |
Decrease in cash, cash equivalents and restricted cash | (7,807) | (2,647) |
Cash, cash equivalents and restricted cash, beginning of period | 12,127 | 9,664 |
Cash, cash equivalents and restricted cash, end of period | 4,320 | 7,017 |
Supplemental disclosures of cash flow information: | ||
Value of warrants issued with Series B-2 preferred stock | 0 | 4,647 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 90 | 0 |
Transfer of warrant liability to preferred stock upon exercise of warrants | $ 0 | $ 11,633 |
Nature of Business_2
Nature of Business | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Nature of Business | (1) Nature of Business On August 10, 2023 (the “Closing Date”), TriSalus Life Sciences, Inc., a Delaware corporation (the “Company,” “TriSalus,” “we,” “us”), formerly known as MedTech Acquisition Corporation (“MTAC”), consummated the previously announced merger pursuant to the Agreement and Plan of Merger, dated as of November 11, 2022, as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of April 4, 2023, the Second Amendment to Agreement and Plan of Merger, dated as of May 13, 2023, and the Third Amendment to Agreement and Plan of Merger, dated as of July 5, 2023 (as amended, the “Merger Agreement”), by and between MTAC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of MTAC (“Merger Sub”) and TriSalus Operating Life Sciences, Inc. (formerly known as TriSalus Life Sciences, Inc.), a Delaware corporation (“Legacy TriSalus”), whereby Merger Sub merged with and into Legacy TriSalus with the separate corporate existence of Merger Sub ceasing (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”) and TriSalus Life Sciences, Inc. becoming the surviving company. The closing of the Business Combination is herein referred to as “the Closing.” In connection with the consummation of the Merger, on August 10, 2023, Legacy TriSalus changed its name from TriSalus Life Sciences, Inc. to TriSalus Operating Life Sciences, Inc., and MTAC changed its name from MedTech Acquisition Corporation to TriSalus Life Sciences, Inc., the surviving company (“New TriSalus”). As further described in Note (3) Business Combination Description of the Business We are engaged in the research, development, and sales of innovative drug delivery technology and immune-oncology therapeutics to improve outcomes in difficult to treat liver and pancreatic cancer. Our technology is utilized in the delivery of our therapeutics and administered by interventional radiologists. We are developing and marketing two product lines — Pressure Enabled Drug Delivery (“PEDD™”) infusion systems, in use today, and an investigational agent, nelitolimod, which shows potential to enhance immune system response in the treatment of hepatocellular cancer, pancreatic cancer and other liver solid tumors. The combination of our PEDD technology with nelitolimod is focused on solving the two main barriers in the tumor microenvironment that inhibits the success of immunotherapy. The first barrier (mechanical) is comprised of high intratumoral pressure within tumors that limits drug uptake and the second barrier (biological) is the reversal of intratumoral immunosuppression. Our PEDD with SmartValve™ is the only technology designed to work in synchrony with the cardiac cycle to open collapsed vessels in the tumor to enable deeper perfusion and improve therapeutic drug delivery in tumors with high intratumoral pressure. PEDD with SmartValve has been shown in prospective and retrospective clinical studies and in multiple pre-clinical models to improve therapy uptake and tumor response. Nelitolimod has a dual mechanism of action in solid tumors which includes the alteration of the tumor microenvironment by reducing immunosuppressive myeloid derived suppressor cells while simultaneously activating immune response and recruiting T cells to the tumor, allowing checkpoint inhibitors to work more effectively. TriNav™ is the newest therapy delivery device with SmartValve technology for the proprietary PEDD approach. Current sales consist of the TriNav Infusion System, introduced in 2020, and a family of related guiding catheters. In 2020, we gained transitional pass-through payments (“TPT”) approval from the Centers for Medicare & Medicaid Services (“CMS”), which allows hospitals to cover the cost of using TriNav. The approval expired at the end of 2023. On June 1, 2023, we applied for a new technology APC code with CMS. In December 2023, CMS granted a New Technology Healthcare Common Procedure Coding System (“HCPCS”) code for both mapping and therapeutic procedures involving TriNav. This new code, HCPCS C9797, has been assigned to the Ambulatory Payment Classification (“APC”) code 5194 - Level 4 Endovascular procedures. The new code became effective on January 1, 2024, and may be reported by hospital outpatient departments and ambulatory surgical centers. We believe the full potential of our technology can be realized through the combination of our drug delivery technology with immune-oncology drugs. In July 2020, we acquired our first immune-oncology drug, nelitolimod, and began clinical development of nelitolimod for treatment of liver and pancreatic cancers. We have funded operations to date principally with proceeds from the sale of preferred stock, from the issuance of debt and convertible debt, and the closing of the Business Combination. Since inception of the Company in 2009 through March 31, 2024, we have issued for cash $164,364 of preferred stock (of which $36,854 was raised at the closing of the Business Combination, including issuance of Series A convertible preferred stock), which, along with $3,708 from common stock and $57,466 from convertible notes and warrants, has funded our accumulated deficit of $261,596. During the three months ended March 31, 2024, we raised $3,141 in cash through the sale of common stock under the Standby Equity Purchase Agreement, which we entered into with YA II PN, Ltd. (“Yorkville”) on October 2, 2023 (the “SEPA”) and $7 from the exercise of stock options. See Note (13) Standby Equity Purchase Agreement As of March 31, 2024, we had cash, cash equivalents, and restricted cash of $4,320. The Company is still in its early stage, has a history of recurring operating losses, has yet to generate revenues sufficient to create positive cash flow and has an accumulated deficit of $261,596 as of March 31, 2024. We are currently undergoing a strategic transformation from a company focused solely on the sale of our infusion systems to a therapeutics company whereby our medical devices will be marketed in combination with the pharmaceutical drugs and other treatments that the devices deliver to patients. This transformation requires that we restructure our operating infrastructure, resulting in an increase in operating expenses — including the development of a candidate pharmaceutical — that, in the short term, will not be fully offset by increased revenues. We expect that our existing cash and cash equivalents, along with the proceeds from the Initial Commitment Amount we drew under the Credit Agreement (each as defined in Note (14) Debt In accordance with ASC Topic 205-40, Presentation of Financial Statements, Going Concern: Discl osure of Uncertainties about an Entity’s Ability to Continue as a Going Concern Our ability to fund future operations and to continue the execution of our long-term business plan and strategy, including our transformation into a therapeutics company, will require that we raise additional capital through a combination of collaborations, strategic alliances and licensing arrangements, and issuance of additional equity and/or debt. As described in Note (13) Standby Equity Purchase Agreement, we have the right but not the obligation to sell up to $30,000 of our Common Stock at our request under the SEPA, subject to terms and conditions specified in the agreement. During the three months ended March 31, 2024, we sold 350,000 shares of common stock under the SEPA, raising $3,141. In April 2024, we sold 400,000 shares of common stock under the SEPA, raising $3,602. In addition, as described in Note (14) Debt Our current operating plan, which is in part determined based on our most recent results and trends, along with the items noted above, causes substantial doubt to exist about our ability to continue as a going concern and management’s plans do not alleviate the existence of substantial doubt. Our financial statements have been prepared assuming we will continue as a going concern, which contemplates the continuity of normal business activities and realization of assets and settlement of liabilities in the normal course of business, and do not include any adjustments that might be necessary should we be unable to continue as a going concern. We are subject to various risks and uncertainties frequently encountered by companies in the early stages of growth, particularly companies in the rapidly evolving market for medical technology-based and pharmaceutical products and services. Such risks and uncertainties include, but are not limited to, a limited operating history, need for additional capital, a volatile business and technological environment, the process to test and obtain approval to market the candidate pharmaceutical, the process to obtain continuing CMS approval and application for a new ACS code for our PEDD product for reimbursement, an evolving business model, and demand for our products. To address these risks, we must, among other things, gain access to capital in sufficient amounts and on acceptable terms, maintain and increase our customer base, implement and successfully execute our business strategy, develop the candidate pharmaceutical, continue to enhance our technology, provide superior customer service, and attract, retain, and motivate qualified personnel. There can be no guarantee that we will succeed in addressing such risks. | (1) On August 10, 2023 (the “Closing Date”), TriSalus Life Sciences, Inc., a Delaware corporation (the “Company,” “TriSalus,” “we,” “us”), formerly known as MedTech Acquisition Corporation (“MTAC”), consummated the previously announced merger pursuant to the Agreement and Plan of Merger, dated as of November 11, 2022, as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of April 4, 2023, the Second Amendment to Agreement and Plan of Merger, dated as of May 13, 2023, and the Third Amendment to Agreement and Plan of Merger, dated as of July 5, 2023 (as amended, the “Merger Agreement”), by and between MTAC Merger Sub, Inc., a Delaware corporation and wholly - owned subsidiary of MTAC (“Merger Sub”) and TriSalus Operating Life Sciences, Inc. (formerly known as TriSalus Life Sciences, Inc.), a Delaware corporation (“Legacy TriSalus”), whereby Merger Sub merged with and into Legacy TriSalus with the separate corporate existence of Merger Sub ceasing (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”) and TriSalus Life Sciences, Inc. becoming the surviving company. The closing of the Business Combination is herein referred to as “the Closing.” In connection with the consummation of the Merger, on August 10, 2023, Legacy TriSalus changed its name from TriSalus Life Sciences, Inc. to TriSalus Operating Life Sciences, Inc., and MTAC changed its name from MedTech Acquisition Corporation to TriSalus Life Sciences, Inc., the surviving company (“New TriSalus”). As further described in Note (3) Business Combination We are engaged in the research, development, and sales of innovative drug delivery technology and immune-oncology therapeutics to improve outcomes in difficult to treat liver and pancreatic cancer. Our technology is utilized in the delivery of our therapeutics and administered by interventional radiologists. We are developing and marketing two product lines — Pressure Enabled Drug Delivery (“PEDD”) infusion systems, in use today, and an investigational agent, nelitolimod (SD-101), which shows potential to enhance immune system response in the treatment of hepatocellular cancer, pancreatic cancer and other liver solid tumors. The combination of our PEDD technology with nelitolimod is focused on solving the two main barriers in the tumor micro environment that inhibits the success of immunotherapy. The first barrier (mechanical) is comprised of high intratumoral pressure within tumors that limits drug uptake and the second barrier (biological) is the reversal of intratumoral immunosuppression. Our PEDD with SmartValve™ is the only technology designed to work in synchrony with the cardiac cycle to open collapsed vessels in the tumor to enable deeper perfusion and improve therapeutic drug delivery in tumors with high intratumoral pressure. PEDD with SmartValve has been shown in prospective and retrospective clinical studies and in multiple pre-clinical models to improve therapy uptake and tumor response nelitolimod has a dual mechanism of action in solid tumors which includes the alteration of the tumor microenvironment by reducing immunosuppressive myeloid derived suppressor cells while simultaneously activating immune response and recruiting T cells to the tumor, allowing checkpoint inhibitors to work more effectively. TriNav™ is the newest therapy delivery device with SmartValve technology for the proprietary PEDD approach. Current sales consist of the TriNav Infusion System, introduced in 2020, and a family of related guiding catheters. In 2020, we gained transitional pass-through payments (“TPT”) approval from the Centers for Medicare & Medicaid Services (“CMS”), which allows hospitals to cover the cost of using TriNav. The approval expired at the end of 2023. On June 1, 2023, we applied for a new technology APC code with CMS. In December 2023, CMS granted a New Technology Healthcare Common Procedure Coding System (“HCPCS”) code for procedures involving TriNav. This new code, HCPCS C9797, has been assigned to the Ambulatory Payment Classification (“APC”) code 5194 - Level 4 Endovascular procedures. The new code became effective on January 1, 2024, and may be reported by hospital outpatient departments and ambulatory surgical centers. We believe the full potential of our technology can be realized through the combination of our drug delivery technology with immune-oncology drugs, so, in July 2020, we acquired our first immune-oncology drug, nelitolimod, and began clinical development of nelitolimod for treatment of liver and pancreatic cancers. We have funded operations to date principally with proceeds from the sale of preferred stock, from the issuance of debt and convertible debt, the exercise of warrants, and from proceeds received upon the closing of the Business Combination. Since inception of the Company in 2009 through December 31, 2023, we have issued for cash $164,364 of preferred stock, (of which $36,854 was raised at the closing of the Business Combination, including issuance of Series A convertible preferred stock), which, along with $560 of common stock and $57,466 of convertible notes and warrants, has funded the cumulative net losses of $248,377. During the year ended December 31, 2023, we raised a total of $9,189 in cash through issuance of Series B-2 and B-3 preferred stock, $9,630 from the exercise of warrants, and $179 from the exercise of stock options. See note (14) Convertible Preferred Stock As of December 31, 2023, we had cash, cash equivalents and restricted cash of $12,127. The Company is still in its early stage, has a history of recurring operating losses, has yet to generate revenues sufficient to create positive cash flow and has accumulated deficit of $248,377 as of December 31, 2023. We are currently undergoing a strategic transformation from a company focused solely on the sale of our infusion systems to a therapeutic company whereby our medical devices will be marketed alongside the pharmaceutical drugs and other treatments that the devices deliver to patients. This transformation requires that we restructure our operating infrastructure, resulting in an increase in operating expenses — including the development of a candidate pharmaceutical — that, in the short term, will not be fully offset by increased revenues. Without additional financing and based on our sales, operations and research and development plans, our management estimates that our existing cash and cash equivalents will be insufficient to fund our projected liquidity requirements for the next 12 months. In accordance with ASC Topic 205-40, Presentation of Financial Statements, Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, we are required to evaluate whether there is substantial doubt about our ability to continue as a going concern each reporting period. In evaluating our ability to continue as a going concern, management projected our cash flow sources and needs and evaluated the conditions and events have raised substantial doubt about our ability to continue as a going concern within one year after the date that these consolidated financial statements were issued. Management’s plans to address the conditions and events have considered our current projections of future cash flows, current financial condition, sources of liquidity and debt obligations for at least one year from the date of issuance of these consolidated financial statements in considering whether we have the ability to fund future operations and meet our obligations as they become due in the normal course of business. Our ability to fund future operations and to continue the execution of our long-term business plan and strategy, including our transformation into a therapeutics company, will require that we raise additional capital through a combination of collaborations, strategic alliances and licensing arrangements, and issuance of additional equity and/or long-term debt. As described in note (13) Standby Equity Purchase Agreement Our current operating plan, which is in part determined based on our most recent results and trends, along with the items noted above, causes substantial doubt to exist about our ability to continue as a going concern and management’s plans do not alleviate the existence of substantial doubt. Our financial statements have been prepared assuming we will continue as a going concern, which contemplates the continuity of normal business activities and realization of assets and settlement of liabilities in the normal course of business, and do not include any adjustments that might be necessary should we be unable to continue as a going concern. We are subject to various risks and uncertainties frequently encountered by companies in the early stages of growth, particularly companies in the rapidly evolving market for medical technology-based and pharmaceutical products and services. Such risks and uncertainties include, but are not limited to, a limited operating history, need for additional capital, a volatile business and technological environment, the process to test and obtain approval to market the candidate pharmaceutical, an evolving business model, and demand for our products. To address these risks, we must, among other things, gain access to capital in sufficient amounts and on acceptable terms, maintain and increase our customer base, implement and successfully execute our business strategy, develop the candidate pharmaceutical, continue to enhance our technology, provide superior customer service, and attract, retain, and motivate qualified personnel. There can be no guarantee that we will succeed in addressing such risks. |
Summary Of Significant Accoun_4
Summary Of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | ||
Summary Of Significant Accounting Policies | (2) Summary of Significant Accounting Policies Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The interim unaudited condensed consolidated financial statements are comprised of the financial statements of the Company. In management’s opinion, the interim financial data presented includes all adjustments necessary for a fair presentation. All intercompany accounts and transactions have been eliminated. Certain information required by U.S. generally accepted accounting principles (“GAAP”) has been condensed or omitted in accordance with rules and regulations of the SEC. Operating results for the three months ended March 31, 2024, are not necessarily indicative of the results that may be expected for any future period or for the year ending December 31, 2024. The accompanying interim unaudited condensed financial statements should be read in conjunction with the Annual Report on Form 10-K for the year ended December 31, 2023. The December 31, 2023, condensed consolidated balance sheet is derived from the audited balance sheet included in the Annual Report on Form 10-K for the year ended December 31, 2023. A summary of our significant accounting policies is included in Note 2 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023. Certain of our accounting policies are considered critical, as these policies are the most important to the depiction of our financial statements and require significant, difficult or complex judgments by us, often employing the use of estimates about the effects of matters that are inherently uncertain. Such policies are summarized below. Certain amounts in prior periods have been reclassified to conform with the report classifications for the periods ended March 31, 2024 and 2024. Specifically, the Company reclassified certain components of other income (expense) on the condensed consolidated statements of operations and the condensed consolidated statements of cash flows to add clarity. Total other income (expense) did not change for the current period. (a) Warrants Liabilities Freestanding financial instruments that permit the holder to acquire shares that are either puttable by the holder, redeemable or contingently redeemable are required to be reported as liabilities in the financial statements. We present such liabilities on the balance sheets at their estimated fair values. Changes in fair value of the liability are calculated each reporting period, and any change in value are recognized in the condensed consolidated statements of operations. We have determined that the warrants issued to investors and lenders, which are exercisable for shares of our convertible preferred stock, should be classified as liabilities due to contingent redemption features of the underlying convertible preferred stock. In connection with the Business Combination, we assumed warrants to purchase common stock. The warrants include both publicly traded and privately held warrants. We value the liability for both sets of warrants based on the trading price of the publicly held warrants. See Note (10) Warrants (4) Financial Instruments (b) Contingent Earnout Liability In connection with the execution of the Merger Agreement, MTAC entered into a sponsor support agreement (the “Sponsor Support Agreement”) with MedTech Acquisition Sponsor LLC (the “Sponsor”), Legacy TriSalus and MTAC’s directors and officers (the Sponsor and MTAC’s directors and officers, collectively, the “Sponsor Holders”). Pursuant to the Sponsor Support Agreement, 3,125,000 shares of common stock in the Company (“Common Stock”) held by the Sponsor Holders immediately after the Closing Date (such shares, the “Sponsor Earnout Shares”) became unvested and subject to potential forfeiture if certain triggering events are not achieved prior to the 5 (4) Financial Instruments (9) Contingent Earnout Liability (c) Standby Equity Purchase Agreement In October 2023, we entered into the SEPA with YA II PN, Ltd. (“Yorkville”). Pursuant to the SEPA, we have the right, but not the obligation, to sell to Yorkville up to $30,000 of shares of Common Stock at our request at any time during the 24 months Derivatives and Hedging — Contracts on an Entity’s Own Equity (d) Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. The most significant estimates relate to the valuation of earnout, warrant and tranche liabilities, and the valuation allowance on deferred tax assets. (e) Research and Development Research and development (“R&D”) costs include our engineering, regulatory, pre-clinical and clinical activities. R&D costs are expensed as incurred. We are required to estimate our expenses resulting from our obligations under agreements with vendors, consultants, and contract research organizations, in connection with conducting R&D activities. The financial terms of these contracts are subject to negotiations, which vary from agreement to agreement and may result in payment flows that do not match the periods over which goods or services are provided. We reflect R&D expenses in our condensed consolidated financial statements by matching those expenses with the period in which services and efforts are expended. We account for these expenses according to the progress of the agreements, along with the preparation of financial models, taking into account discussions with research and other key personnel as to the progress of studies or other services being performed. To date, we have had no material differences between our estimates of such expenses and the amounts actually incurred. Nonrefundable advance payments for goods and services are deferred and recognized as expense in the period that the related goods are consumed or services are performed. Recently Adopted Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions In November 2023, the FASB issued ASU 2023-07, Improvements to Disclosures About Reportable Segments Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures | (2) (a) Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries as of December 31, 2023 and 2022, respectively: TriSalus Operating Life Sciences, Inc., TriSalus Medical LLC and TriSalus Therapeutics LLC. Unless otherwise specified, references to the Company are references to TriSalus Life Sciences Inc. and its consolidated subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. (b) Cash, Cash Equivalents, and Restricted Cash We consider all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. We invest excess cash primarily in money market funds. Restricted cash is held in a separate account at our bank to support our corporate credit card program. It is recorded in other assets on our consolidated balance sheet. (c) Concentrations of Credit Risk and Other Risks and Uncertainties Our cash is deposited primarily with two financial institutions. At times, the deposits in these institutions may exceed the amount of insurance provided on such deposits. We have not experienced any losses in such accounts and believe that we are not exposed to any significant risk on these balances. (d) Accounts Receivable and Customer Concentrations Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. We review our allowance for doubtful accounts periodically and establish reserves based on management’s expectations of realization based on historical write-off experience, as well as current general economic conditions and expectations regarding collection. Account balances are charged against the allowance after all reasonable means of collection have been exhausted and the potential for recovery is considered remote. We did not sell to any distributors during the year ended December 31, 2023. As of December 31, 2022, one distributor customer constituted 19% of our accounts receivable balance. We had one distributor customer which constituted 0% and 20% of our revenue for the years ended December 31, 2023 and 2022, respectively. The arrangement with this distributor terminated on December 31, 2022. (e) Inventory Inventory is carried at the lower of cost or net realizable value. The balance includes the cost of raw materials, and finished goods — including direct labor and manufacturing overhead — and is recorded on the first-in first-out method. Write-downs for excess and obsolete inventory are charged to cost of goods sold in the period when conditions giving rise to the write-downs are first recognized. Valuation reserves are recorded when, in our best judgment, we determine the carrying value of the affected inventory may be impaired or its net realizable value exceeds its cost. (f) Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. The most significant estimates relate to the valuation of warrant liabilities and tranche liabilities, the contingent earnout liability, certain of our clinical expense accruals, and the valuation allowance on deferred tax assets. (g) Property and Equipment Property and equipment are recorded at cost. Repairs and maintenance costs are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which range from two (h) Leases We account for leases in accordance with Accounting Standards Codification (“ASC”) Topic 842, Leases We have elected to not separate lease and non-lease components for any leases within our existing classes of assets and, as a result, account for any lease and non-lease components as a single lease component. We have also elected not to apply the recognition requirement for leases with a term of 12 months or less. We recognize an ROU asset and a lease liability at the lease commencement date. For operating and finance leases, the lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date. The lease liability is subsequently measured at amortized cost using the effective-interest method. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For finance leases, the ROU asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the lease term unless the lease transfers ownership of the underlying asset to the Company or the Company is reasonably certain to exercise an option to purchase the underlying asset. In those cases, the ROU asset is amortized over the useful life of the underlying asset. Amortization of the ROU asset is recognized and presented separately from interest expense on the lease liability. Finance lease ROU assets are presented with property and equipment, net in the Consolidated Balance Sheets. (i) Contingent Earnout Liability In connection with the execution of the Merger Agreement, MTAC entered into a sponsor support agreement (the “Sponsor Support Agreement”) with MedTech Acquisition Sponsor LLC (the “Sponsor”), Legacy TriSalus and MTAC’s directors and officers (the Sponsor and MTAC’s directors and officers, collectively, the “Sponsor Holders”). Pursuant to the Sponsor Support Agreement, 3,125,000 shares of common stock in the Company (“Common Stock”) held by the Sponsor Holders immediately after the Closing Date (such shares, the “Sponsor Earnout Shares”) became unvested and subject to potential forfeiture if certain triggering events are not achieved prior to the 5 (4) Financial Instruments and (9) Contingent Earnout Liability (j) Standby Equity Purchase Agreement In October 2023, the Company entered into a SEPA with Yorkville. Pursuant to the Purchase Agreement, the Company has the right, but not the obligation, to sell to Yorkville up to $30,000 of shares of Common Stock at the Company’s request any time during the 24 months following the execution of such purchase agreement, subject to certain conditions. The SEPA, in its entirety, is not classified as a liability pursuant to ASC 480, is accounted for as a derivative pursuant to ASC 815-10, Derivatives and Hedging (“ASC 815-10”). Changes in the fair value are recognized in earnings. (k) Impairment and Disposal of Long-Lived Assets We review long-lived assets and intangible assets (principally patents) for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is generally measured by a comparison of the carrying amount of the asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the estimated fair values of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell. (l) Share-Based Compensation We account for all employee share-based compensation awards by recording expense based on the estimated fair value of the awards at the time of grant using the Black-Scholes-Merton option valuation model (“Black-Scholes”) for stock options and price of our common stock on the grant date for restricted stock units (“RSUs”). The determination of fair value using an option-pricing model is affected by the estimated fair value of the Company’s stock, as well as assumptions regarding a number of variables including, but not limited to, the fair value of underlying stock at the grant date, expected volatility of the underlying stock over the term of the awards, projected employee stock option exercise behaviors, and risk-free interest rates. We have elected to not include an estimated forfeiture rate in our share-based compensation expense recognition, in accordance with ASC Topic 718, Compensation — Stock Compensation (m) Segment Reporting We have determined, in accordance with ASC Topic 280, Segment Reporting (n) Revenue Recognition Our revenue is derived from the shipments of our PEDD infusion systems to our customers. Our customers are generally comprised of hospitals, clinics and physicians. Under ASC Topic 606, Revenue Recognition 1. 2. 3. 4. 5. shipping terms, usually DAP (delivery at place). In those cases, we defer revenue recognition until we are assured the units have been delivered and control has transferred to the customer. (o) Research and Development Research and development (“R&D”) costs include our engineering, regulatory, pre-clinical and clinical activities. R&D costs are expensed as incurred and included development milestone payments of $1,000 to Dynavax for nelitolimod in each of the years ended December 31, 2023 and 2022, respectively. See Note (12) Dynavax Purchase We are required to estimate our expenses resulting from our obligations under agreements with vendors, consultants, and contract research organizations, in connection with conducting R&D activities. The financial terms of these contracts are subject to negotiations, which vary from agreement to agreement and may result in payment flows that do not match the periods over which goods or services are provided. We reflect R&D expenses in our consolidated financial statements by matching those expenses with the period in which services and efforts are expended. We account for these expenses according to the progress of the agreements, along with preparation of financial models, taking into account discussions with research and other key personnel as to the progress of studies or other services being performed. To date, we have had no material differences between our estimates of such expenses and the amounts actually incurred. Nonrefundable advance payments for goods and services are deferred and recognized as expense in the period that the related goods are consumed or services are performed. (p) Advertising Advertising expense, which is included in sales and marketing costs, is expensed as incurred, and expense for the years ended December 31, 2023 and 2022, was $1,346 and $2,201, respectively. (q) Income Taxes We account for income taxes pursuant to ASC Topic 740, Income Taxes The Company recognizes the effect of income tax positions when it is more likely than not, based on technical merits, that the position will be sustained upon examination. Through 2023, management determined that no uncertain tax positions have been taken or are expected to be taken that could have a material effect on the Company’s income tax liabilities. (r) Warrants and Tranche Rights and Obligation Liabilities Freestanding financial instruments that permit the holder to acquire shares that are either puttable by the holder, redeemable or contingently redeemable are required to be reported as liabilities in the financial statements. We present such liabilities on the balance sheets at their estimated fair values. Changes in fair value of the liability are calculated each reporting period, and any change in value are recognized in the consolidated statements of operations. We have determined that the warrants issued to investors and lenders, which are exercisable for shares of our convertible preferred stock, should be classified as liabilities due to contingent redemption features of the underlying convertible preferred stock. In connection with the Business Combination, we assumed warrants to purchase common stock. The warrants include both publicly traded and privately held warrants. We value the liability for both sets of warrants based on the trading price of the publicly - held warrants. See Note (10) Warrants (4) Financial Instruments The B-2 Preferred Stock Financing (as described in Note (14) Convertible Preferred Stock) and obligations are exercisable into shares of our convertible preferred stock at a specified future date. The second and third tranche rights and obligations are considered freestanding financial instruments, and are classified as liabilities under ASC 480. See Note (14) Convertible Preferred Stock (s) Net Loss per Share Net loss per share is calculated using the weighted average number of shares and dilutive common stock equivalents outstanding during the period. Warrants, convertible preferred stock, stock options, and restricted stock units, as described in Notes (10) Warrants, (14) Convertible Preferred Stock, (15) Stockholders’ Equity (t) Recent Accounting Pronouncements Recently issued and Adopted Accounting pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments In August 2020, the FASB issues ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40), which simplifies the accounting for convertible instruments and equity-linked financial instruments in addition to amending the EPS guidance in ASC 260 to improve the consistency of the diluted EPS calculation. The guidance modified the if-converted method of calculating diluted EPS and requires entities to use this method for all convertible instruments. For instruments that may be settled in cash or shares and aren’t liability-classified share-based payment awards, it requires entities to include the effect of potential share settlements in the diluted EPS calculation (if the effect is more dilutive). In addition, the ASU expanded the scope of the recognition and measurement guidance in ASC 260 to include equity-classified convertible preferred stock that includes a down round feature. We adopted ASU 2020-06 on January 1, 2022. The effect of the adoption had an immaterial impact on our consolidated financial statements. Recently issued Accounting Pronouncements Not Yet Adopted In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions In November 2023, the FASB issued ASU 2023-07, Improvements to Disclosures About Reportable Segments interim reports, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, add disclosure requirements for entities with a single reportable segment, and other enhancements. The ASU is effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 31, 2024. We will adopt ASU 2023-07 on January 1, 2024. We do not anticipate that the adoption of ASU 2022-07 will have a material impact on our consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures |
Business Combination_2
Business Combination | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Reverse Recapitalization [Abstract] | ||
Business Combination | (3) Business Combination On August 10, 2023, we consummated the previously announced merger pursuant to the Merger Agreement by and among MTAC, Merger Sub, Inc., and TriSalus Life Sciences, Inc. Upon the closing of the transactions contemplated by the Merger Agreement, Merger Sub merged with and into Legacy TriSalus (the “Business Combination”) with Legacy TriSalus surviving the merger as a wholly owned subsidiary of MTAC, renamed “TriSalus Operating Life Sciences, Inc.” In addition, in connection with the consummation of the Business Combination, MTAC was renamed “TriSalus Life Sciences, Inc.” Immediately prior to the effective time of the Business Combination, each in-the-money warrant of Legacy TriSalus that was unexercised and unexpired was automatically net exercised into the respective series of preferred stock of Legacy TriSalus. Each share of preferred stock of Legacy TriSalus (“Legacy TriSalus Preferred Stock”) that was issued and outstanding was then automatically converted into shares of common stock of Legacy TriSalus (“Legacy TriSalus Common Stock”) in accordance with the Amended and Restated Certificate of Incorporation of Legacy TriSalus at the then current conversion price, such that each converted share of Legacy TriSalus Preferred Stock was no longer outstanding and ceased to exist, and each holder of Legacy TriSalus Preferred Stock thereafter ceased to have any rights with respect to such securities. Proceeds from this transaction totaled $42,854. These proceeds were comprised of $2,704 from the MTAC trust account, and $40,150 received from the assumption of a concurrent private investment in public equity financing (“PIPE Financing”). Pursuant to the terms of the Merger Agreement, $6,000 of the proceeds were used to pay expenses incurred by MTAC related to the merger, resulting in net cash proceeds of $36,854. The Company incurred $6,069 in transaction costs relating to the merger with MTAC, of which $1,742 was recorded as a reduction of equity and the balance of $4,327 was recorded in general and administrative expense. Pursuant to the terms of the Merger Agreement, the existing stockholders of Legacy TriSalus exchanged their equity holdings at an exchange ratio of 0.02471853 (the “Exchange Ratio”) for an aggregate of 21,999,886 shares of our Common Stock. In addition, MTAC had previously issued public warrants and private placement warrants (collectively, the “MTAC Warrants”) as part of its initial public offering in November 2020. None of the terms of the MTAC Warrants were modified as a result of the Business Combination. See Note (10) Warrants | (3) Business Combination On August 10, 2023, we consummated the previously announced merger pursuant to the Merger Agreement by and among MTAC, Merger Sub, Inc., and TriSalus Life Sciences, Inc. Upon the closing of the transactions contemplated by the Merger Agreement, Merger Sub merged with and into Legacy TriSalus (the “Business Combination”) with Legacy TriSalus surviving the merger as a wholly-owned subsidiary of MTAC, renamed “TriSalus Operating Life Sciences, Inc.” In addition, in connection with the consummation of the Business Combination, MTAC was renamed “TriSalus Life Sciences, Inc.” Immediately prior to the effective time of the Business Combination, each in-the-money warrant of Legacy TriSalus that was unexercised and unexpired was automatically net exercised into the respective series of preferred stock of Legacy TriSalus. Each share of preferred stock of Legacy TriSalus (“Legacy TriSalus Preferred Stock”) that was issued and outstanding was then automatically converted into shares of common stock of Legacy TriSalus (“Legacy TriSalus Common Stock”) in accordance with the Amended and Restated Certificate of Incorporation of Legacy TriSalus at the then current conversion price, such that each converted share of Legacy TriSalus Preferred Stock was no longer outstanding and ceased to exist, and each holder of Legacy TriSalus Preferred Stock thereafter ceased to have any rights with respect to such securities. At the Closing Date, by virtue of the Business Combination and without any action on the part of MTAC, Merger Sub, Legacy TriSalus or the holders of any of the following securities: (a) (b) (c) The Business Combination was accounted for as a reverse recapitalization in conformity with accounting principles generally accepted in the United States. Under this method of accounting, MTAC was treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the fact that subsequent to the Business Combination, the Legacy TriSalus stockholders have a majority of the voting power of TriSalus, Legacy TriSalus comprises all of our ongoing operations, Legacy TriSalus has appointed a majority of our governing body, and Legacy TriSalus’ senior management comprises all of our senior management. Accordingly, for accounting purposes, the financial statements of the combined entity represented a continuation of the financial statements of Legacy TriSalus with the business combination being treated as the equivalent of Legacy TriSalus issuing stock for the net assets of MTAC, accompanied by a recapitalization. Operations prior to the Business Combination are those of Legacy TriSalus. Reported shares and earnings per share available to holders of the Company’s common stock, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination (1.0 share of Legacy TriSalus for approximately 0.02471853 shares of TriSalus). Proceeds from this transaction totaled $42,854. These proceeds were comprised of $2,704 from the MTAC trust account, and $40,150 received from the assumption of a concurrent private investment in public equity financing (“PIPE Financing”). Pursuant to the terms of the Merger Agreement, $6,000 of the proceeds were used to pay expenses incurred by MTAC related to the merger, resulting in net cash proceeds of $36,854. The Company incurred $6,069 in transaction costs relating to the merger with MTAC, of which $1,742 was recorded as a reduction of equity and the balance of $4,327 was recorded in general and administrative expense. Pursuant to the terms of the Merger Agreement, the existing stockholders of Legacy TriSalus exchanged their interests for shares of common stock of TriSalus. In addition, MTAC had previously issued public warrants and private placement warrants (collectively, the “MTAC Warrants”) as part of its initial public offering in November 2020. None of the terms of the MTAC Warrants were modified as a result of the Business Combination. On the Closing Date, the Company recorded a liability related to the MTAC Warrants of $2,568. During the period from August 10, 2023, to December 31, 2023, the fair value of the MTAC Warrants increased to $16,916, resulting in a loss on the change in fair value gain Immediately following the Business Combination, there were 26,316,681 shares of our Common Stock outstanding, options and RSUs to purchase an aggregate of 2,816,224 shares of common stock, and warrants outstanding to purchase 14,266,605 shares of common stock. PIPE Financing On the Closing Date, certain investors agreed to purchase an aggregate of 4,015,002 newly-issued shares of Series A Convertible Preferred Stock at a purchase price of $10.00 per share for an aggregate purchase price of $40,150, pursuant to separate subscription agreements dated June 7, 2023, and July 4, 2023 (collectively, the “Subscription Agreements”). See Note (14) Convertible Preferred Stock Sponsor Earnout In connection with the execution of the Merger Agreement, MTAC entered into the Sponsor Support Agreement. Pursuant to the Sponsor Support Agreement, the 3,125,000 Sponsor Earnout Shares became unvested and subject to potential forfeiture if certain triggering events are not achieved prior to the 5th anniversary of the Closing Date. Pursuant to the Sponsor Support Agreement, (i) 25% of the shares of our Common Stock held by the Sponsor Holders will only vest if, during the five years period following the Closing, the volume weighted average price of our Common Stock equals or exceeds $15.00 for any 20 trading days within a period of 30 consecutive trading days, (ii) 25% of the shares of our Common Stock held by the Sponsor Holders will only vest if, during the five years period following the Closing, the volume weighted average price of our Common Stock equals or exceeds $20.00 for any 20 trading days within a period of 30 consecutive trading days, (iii) 25% of the shares of our Common Stock held by the Sponsor Holders will only vest if, during the five years period following the Closing, the volume weighted average price of our Common Stock equals or exceeds $25.00 for any 20 trading days within a period of 30 consecutive trading days; and (iv) 25% of the shares of our Common Stock held by the Sponsor Holders will only vest if, during the five years period following the Closing, the volume weighted average price of our Common Stock equals or exceeds $30.00 for any 20 trading days within a period of 30 consecutive trading days. Additionally, the Sponsor Earnout Shares will vest if there is a change in control of our company on or before the 5th anniversary of the Closing Date that results in the holders of our Common Stock receiving a price per share equal to or in excess of the applicable earnout targets. Any such shares held by the Sponsor Holders that remain unvested after the 5th anniversary of the Closing will be forfeited. See Note (9) Contingent Earnout Liability |
Financial Instruments_2
Financial Instruments | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | ||
Financial Instruments | (4) Financial Instruments Our financial instruments consist of cash, cash equivalents, accounts receivable, trade payables, contingent earnout liability, and warrants to purchase preferred and common stock. The carrying values of these financial instruments (other than warrants and tranche and earnout liabilities, which are held at fair value) approximate fair value at March 31, 2024, and December 31, 2023. In general, asset and liability fair values are determined using the following categories: Level 1 — Inputs utilize quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs include quoted prices for similar assets or liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. Level 3 — Inputs are unobservable inputs and include situations where there is little, if any, market activity for the balance sheet items at period end. Pricing inputs are unobservable for the terms and are based on the Company’s own assumptions about the assumptions that a market participant would use. Our warrant, tranche and earnout liabilities are measured at fair value on a recurring basis. At the Closing Date, we assumed warrants to purchase 14,266,605 shares of common stock for $11.50 (see Note (10) Warrants At the Closing Date, we determined the fair value of the earnout liability to be $28,927 based on a Monte Carlo simulation of future trading prices for our common stock. See Note (9) Contingent Earnout Liability On October 2, 2023, we entered into the SEPA with Yorkville. Upon execution of the SEPA, we determined the fair value of the SEPA derivative liability to be $183 based on a scenario-based model. See Note (13) Standby Equity Purchase Agreement The carrying amount of our outstanding SPAC warrants liabilities was $14,214 at March 31, 2024. The carrying amount of outstanding earnout liability was $22,620 at March 31, 2024. The carrying amount of the outstanding SEPA derivative liability was $366 at March 31, 2024. The carrying values of the warrant liabilities represent the remeasurement to fair value each reporting period based on Level 1 inputs for the publicly traded Public Warrants and Level 2 inputs for the Private Placement Warrants. The carrying amounts of the contingent earnout liability and SEPA derivative liability represent the remeasurement to fair value each reporting period based on unobservable, or Level 3, inputs, using assumptions made by us, including the market price of our common stock and the observed volatility of a peer group of companies. The following tables summarize the changes in fair value of our outstanding warrant liabilities, contingent earnout liability and SEPA derivative liability for the three months ended March 31, 2024 and 2023. Fair Value at Change in Fair Value at December 31, Unrealized Issuances March 31, Warrant Liabilities 2023 (Gains) Losses (Settlements) 2024 Public warrants - Level 1 $ 9,855 $ (1,574) $ — $ 8,281 Private warrants - Level 2 $ 7,061 $ (1,128) $ — $ 5,933 Total $ 16,916 $ (2,702) $ — $ 14,214 Fair Value at Change in Net Transfer Fair Value at December 31, Unrealized Issuances In (Out) of March 31, Level 3 Liabilities 2023 (Gains) Losses (Settlements) Level 3 2024 Contingent earnout liability $ 18,632 $ 3,988 $ — $ — $ 22,620 SEPA derivative liability $ 185 $ 181 $ — $ — $ 366 Fair Value at Change in Net Transfer Fair Value at December 31 Unrealized Issuances In (Out) of March 31, Level 3 Liabilities 2022 (Gains) Losses (Settlements) Level 3 2023 Warrant liabilities $ 369 $ (1) $ (106) $ — $ 262 Series B-2 tranche liabilities $ 4,702 $ (608) $ (881) $ — $ 3,213 Series B-3 warrant liabilities $ 15,819 $ (1,812) $ (6,880) (1) $ — $ 7,127 (1) This amount includes settlements of $11,527 , transferred to convertible preferred stock, offset by issuances of $4,647 | (4) Our financial instruments consist of cash, accounts receivable, trade accounts payable, tranche and warrant liabilities to purchase preferred stock and the contingent earnout liability. The carrying values of these financial instruments (other than the contingent earnout liability, tranche liabilities, and warrant liabilities, which are held at fair value) approximate fair value for the years ended December 31, 2023 and 2022. In general, asset and liability fair values are determined using the following categories: Level 1 — Inputs utilize quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs include quoted prices for similar assets or liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. Level 3 — Inputs are unobservable inputs and include situations where there is little, if any, market activity for the balance sheet items at period end. Pricing inputs are unobservable for the terms and are based on the Company’s own assumptions about the assumptions that a market participant would use. Our warrant, tranche and earnout liabilities are measured at fair value on a recurring basis. Financial Instruments Prior to the Business Combination Our financial instruments, including tranche liabilities and warrant liabilities, are measured at fair value on a recurring basis, including immediately prior to exercise. The carrying amount of liabilities related to purchase Legacy TriSalus preferred stock was zero and $16,188 at December 31, 2023 and 2022, respectively, and the carrying amount of outstanding tranche liabilities was zero and $4,702 at December 31, 2023 and 2022, respectively. These carrying values represent the remeasurement to fair value at each reporting period based on unobservable inputs, or Level 3 inputs, using assumptions made by us, including the probabilities assigned to a status quo scenario and the potential closing of the Business Combination (see Note (3) Business Combination (14) Convertible Preferred Stock In October 2022, we sold shares of Series B-2 preferred stock with accompanying warrants to purchase Series B-3 preferred stock (see Note (14) Convertible Preferred S tock (3) Business Combination (10) Warrants In the first half of 2023, we sold shares of Series B-2 preferred stock with accompanying warrants to purchase Series B-3 preferred stock as part of the Second Tranche Closings (see Note (10) Warrants Immediately prior to the exercise of the warrants to purchase Series B-3 preferred stock in February, March, June and July 2023, the associated liabilities were remeasured to fair value. In July 2023, warrants to purchase 2,239,309 shares of Series B-3 preferred stock were exercised for $4,530. At the Closing Date of the Business Combination, all in-the-money outstanding warrants and Series B-3 Warrants were remeasured to fair value, net-exercised, converted to shares of common stock of Legacy TriSalus, and then exchanged for shares of TriSalus common stock at the Exchange Ratio. Out-of-the-money warrants expired, resulting in a gain on expiration of $18. The Series B-2 tranche liabilities also expired at the Closing Date of the Business Combination. The following tables summarize the changes in fair value of our outstanding warrant and tranche liabilities for the years ended December 31, 2023 and 2022: Fair Value at Change in Net Transfer Fair Value at December 31, Unrealized Issuances In (Out) of December 31, Level 3 Liabilities 2021 (Gains) Losses (Settlements) Level 3 2022 Warrant liability $ 391 $ (22) $ — $ — $ 369 Series B-2 tranche liabilities $ — $ (1,645) $ 6,347 $ — $ 4,702 Series B-3 warrant liabilities $ — $ 3,853 $ 11,966 $ — $ 15,819 Warrant liability $ 369 $ (107) $ (262) $ — $ — Series B-2 tranche liabilities $ 4,702 $ (3,200) $ (1,502) $ — $ — Series B-3 warrant liabilities $ 15,819 $ (311) $ (15,508) (1) $ — $ — (1) This amount includes settlements of $25,409 , and final net exercise of $4,800 , transferred to convertible preferred stock, offset by issuances of $14,701 Financial Instruments After Business Combination At the Closing Date, we assumed warrants to purchase 14,266,605 shares of common stock for $11.50 (see Note (10) Warrants At the Closing Date, we determined the fair value of the earnout liability to be $28,927 based on a Monte Carlo simulation of future trading prices for our common stock. See Note (9) Contingent Earnout Liability In August 2023, the Board approved a warrant repurchase program (the “Warrant Repurchase Program”), authorizing an aggregate expenditure of up to On October 2, 2023, we entered into a SEPA with Yorkville. Upon execution of the SEPA, we determined the fair value of the SEPA derivative liability to be $183 based on a scenario-based model. See Note (13) Standby Equity Purchase Agreement The carrying amount of our outstanding Public and Private Placement Warrants liabilities was $16,916 at December 31, 2023. The carrying amount of outstanding earnout liability was $18,632 at December 31, 2023. The carrying amount of the outstanding SEPA derivative liability was $185 at December 31, 2023. The carrying values of the warrant liabilities represent the remeasurement to fair value each reporting period based on Level 1 inputs for the publicly traded Public Warrants and Level 2 inputs for the private placement Private Placement Warrants. The carrying amounts of the contingent earnout liability and SEPA derivative liability represent the remeasurement to fair value each reporting period based on unobservable, or Level 3, inputs, using assumptions made by us, including the market price of our common stock and the observed volatility of a peer group of companies. The following tables summarize the changes in fair value of our outstanding warrant liabilities, contingent earnout liability and SEPA derivative liability for the year ended December 31, 2023. The warrant, earnout liability, and SEPA derivative liabilities were not present for the year ended December 31, 2022. Fair Value at Change in Net Transfer Fair Value at December 31, Unrealized Issuances In (Out) of December 31, Level 3 Liabilities 2022 (Gains) Losses (Settlements) Level 3 2023 Warrant liabilities $ — $ 14,368 $ 2,548 $ — $ 16,916 Contingent earnout liability $ — $ (10,295) $ 28,927 $ — $ 18,632 SEPA derivative liability $ — $ 2 $ 183 $ — $ 185 |
Cash, Cash Equivalents and Re_4
Cash, Cash Equivalents and Restricted Cash | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Cash and Cash Equivalents [Abstract] | ||
Cash, Cash Equivalents and Restricted Cash | (5) Cash, Cash Equivalents and Restricted Cash Cash, cash equivalents and restricted cash, as presented in the Condensed Consolidated Statements of Cash Flows, consisted of the following: March 31, December 31, 2024 2023 Cash and cash equivalents $ 3,970 $ 11,777 Restricted cash (included in Other assets) 350 350 Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows $ 4,320 $ 12,127 Restricted cash of $350 is held by our bank to support our corporate credit card program. | (5) Cash, cash equivalents and restricted cash, as presented in the Consolidated Statements of Cash Flows, consisted of the following: December 31, December 31, 2023 2022 Cash and cash equivalents $ 11,777 $ 9,414 Restricted cash (included in Other assets) 350 250 Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows $ 12,127 $ 9,664 Restricted cash is $350 held by our bank to support our corporate credit card program. |
Inventory_2
Inventory | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | ||
Inventory | (6) Inventory The components of inventory are summarized as follows: March 31, December 31, 2024 2023 Raw materials $ 790 $ 607 Finished goods 2,123 1,938 Inventory, net $ 2,913 $ 2,545 Finished goods amounts include a reserve for excess or obsolete inventory of $211 and $117 as of March 31, 2024, and December 31, 2023, respectively. | (6) The components of inventory at December 31 are summarized as follows: 2023 2022 Raw materials $ 607 $ 753 Finished goods 1,938 718 Inventory, net $ 2,545 $ 1,471 The finished goods amounts in the table above include a reserve for excess inventory of $117 and $43 as of December 31, 2023 and 2022, respectively. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | (7) Intangible Assets Intangible assets consist entirely of patent costs that provide the Company with rights, titles, and interests in the development of certain processes, discoveries, and inventions with the right to commercialize that are probable of future economic benefits. Patent costs associated with pharmaceutical intellectual property are expensed as incurred as future economic benefits are not deemed to be probable. Intangible assets are recorded at cost and are amortized over the estimated life of the patents, based on the approval and expiration dates applicable to each patent — typically 20 years — on a straight-line basis. Amortization expense related to intellectual property for three months ended March 31, 2024 and 2023 was $13 and $22, respectively. We did not record an impairment loss in either period presented. The estimated aggregate amortization expense for intangible assets subject to amortization for each of the five succeeding fiscal years is as follows: 2024 $ 51 2025 51 2026 51 2027 51 2028 51 Thereafter 858 $ 1,113 |
Accrued Liabilities_2
Accrued Liabilities | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Payables and Accruals [Abstract] | ||
Accrued Liabilities | (8) Accrued Liabilities Accrued Liabilities consists of the following: March 31, December 31, 2024 2023 Accrued liabilities - clinical trials $ 3,345 $ 3,115 Accrued liabilities 2,992 2,790 Accrued bonus 4,662 3,736 Accrued vacation 353 327 Accrued payroll 37 557 Accrued taxes 34 31 Total accrued liabilities $ 11,423 $ 10,556 | (8) Accrued liabilities consists of the following: December 31, 2023 2022 Accrued liabilities - clinical trials $ 3,115 $ 410 Accrued liabilities - other $ 2,790 $ 2,495 Accrued incentives 3,736 2,896 Accrued vacation 327 329 Accrued payroll 557 247 Accrued taxes $ 31 $ — $ 10,556 $ 6,377 |
Contingent Earnout Liability_2
Contingent Earnout Liability | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Contingent Earnout Liability | (9) Contingent Earnout Liability In connection with the execution of the Merger Agreement (see Note (3) Business Combination) The estimated fair value of the total contingent earnout liability at the closing on August 10, 2023, was $28,927 based on a Monte Carlo simulation valuation model. The liability was remeasured to its fair value of $18,632 and $22,620 as of December 31, 2023 and March 31, 2024, respectively. This remeasurement resulted in the recording of $3,988 for the three months ended March 31, 2024, classified as change in fair value of contingent earnout liability in the Condensed Consolidated Statements of Operations. Assumptions used in the valuation are described below: March 31, December 31, 2024 2023 Current stock price $ 9.75 $ 8.45 Expected share price volatility 65.0 % 65.0 % Risk-free interest rate 4.3 % 3.9 % Expected term (years) 4.4 4.6 Estimated dividend yield — % — % The estimated fair value of the liability was determined using a Monte Carlo simulation valuation model using a distribution of potential outcomes. The inputs and assumptions utilized in the calculation require management to apply judgment and make estimates including: (a) expected volatility, which is based on the historical equity volatility of publicly traded peer companies for a term equal to the expected term of the earnout period; (b) expected term, which we based on the earnout period per the agreement; (c) risk-free interest rate, which was determined by reference to the U.S. Treasury yield curve for time periods commensurate with the expected term of the earnout period; and (d) expected dividend yield, which we estimate to be 0% based on the fact that we have never paid or declared dividends. These estimates may be subjective in nature and involve uncertainties and matters of judgment and therefore cannot be determined with exact precision. | (9) Contingent Earnout Liability As described in Note (2) Summary Of Significant Accounting Policies (3) Business Combination The estimated fair value of the total contingent earnout liability at the closing on August 10, 2023, was $28,927 based on a Monte Carlo simulation valuation model. The liability was remeasured to its fair value of $18,632 as of December 31, 2023. This remeasurement resulted in the recording gain December 31, September 30, 2023 2023 Current stock price $ 8.45 $ 5.12 Expected share price volatility 65.0 % 65.0 % Risk-free interest rate 3.9 % 4.6 % Expected term (years) 4.6 4.9 Estimated dividend yield — % — % The estimated fair value of the liability was determined using a Monte Carlo simulation valuation model using a distribution of potential outcomes. The inputs and assumptions utilized in the calculation require management to apply judgment and make estimates including: (a) (b) (c) (d) These estimates may be subjective in nature and involve uncertainties and matters of judgment and therefore cannot be determined with exact precision. |
Warrants_2
Warrants | 3 Months Ended |
Mar. 31, 2024 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | (10) Warrants Warrants outstanding at March 31, 2024, and December 31, 2023, are as follows: March 31, December 31, 2024 2023 Public Warrants 8,281,779 8,281,779 Private Placement Warrants 5,933,333 5,933,333 Total warrants 14,215,112 14,215,112 Public and Private Placement Warrant Liabilities In connection with consummation of the Business Combination, we assumed the warrant liabilities associated with 8,333,272 Public Warrants. Each Public Warrant is exercisable to purchase one share of common stock at a price of $11.50 per share, subject to adjustment. Under a plan approved by the Board, we repurchased 51,493 Public Warrants for $20 during the fourth quarter of 2023. The purchase plan was discontinued in December 2023. As of March 31, 2024, there were 8,281,779 Public Warrants outstanding. The Public Warrants expire 5 years after the completion of the Business Combination or earlier upon redemption or liquidation. We may redeem for cash the outstanding Public Warrants: a. in whole and not in part; b. at a price of $0.01 per Public Warrant; c. upon not less than 30 days’ prior written notice of redemption to each warrant holder; and d. if, and only if, the reported closing price of the Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. If and when the SPAC Warrants become redeemable by the Company, we may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If we call the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis.” The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. Accordingly, the warrants may expire worthless. In addition to the Public Warrants, we assumed the warrant liabilities associated with 5,933,333 Private Placement Warrants. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the common stock issuable upon the exercise of the Private Placement Warrants were not transferable, assignable or saleable until 30 days after the completion of the Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. As of March 31, 2024, there were 5,933,333 Private Placement Warrants outstanding. We determined that both the Public and Private placement Warrants do not meet the criteria to be equity classified and should be recorded as liabilities. Our analysis concluded liability classification under ASC 815, Derivatives and Hedging At the close of the Business Combination, the fair values of the Public Warrants and Private Placement Warrants were $1,500 and $1,068, respectively. As of March 31, 2024, the fair values of the Public Warrants and Private Placement Warrants were $8,281 and $5,933, respectively. The fair value of the Public Warrants has been measured based on the quoted price of such warrants on the Nasdaq Global Market. The transfer of Private Placement Warrants to anyone outside of a small group of individuals who are permitted transferees would result in the Private Placement Warrants having substantially the same terms as the Public Warrants. Therefore, we determined that the fair value of each Private Warrant is equivalent to that of each Public Warrant. The following table summarizes activity in warrants to purchase common stock in the three months ended March 31, 2024. There was no activity in the three months ended March 31, 2023. Balance at December 31, Retirements / Balance at Series 2023 Exercises Issuances Conversions March 31, 2024 Public Warrants 8,281,779 — — — 8,281,779 Private Placement Warrants 5,933,333 — — — 5,933,333 |
Income Taxes_2
Income Taxes | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | (11) Income Taxes At the end of each interim period, we make our best estimate of the effective tax rate expected to be applicable for the full calendar year and use that rate to provide for income taxes on a current year-to-date basis before discrete items. If a reliable estimate cannot be made, we may make a reasonable estimate of the annual effective tax rate, including use of the actual effective rate for the year-to-date. The impact of the discrete items is recorded in the quarter in which they occur. We utilize the balance sheet method of accounting for income taxes and deferred taxes which are determined based on the differences between the financial statements and tax basis of assets and liabilities given the provisions of the enacted tax laws. In assessing the realizability of the deferred tax assets, we considered whether it is more likely than not that some portion or all of the deferred tax assets will not be realized through the generation of future taxable income. In making this determination, we assessed all of the evidence available at the time including recent earnings, forecasted income projections, and historical financial performance. We have fully reserved deferred tax assets as a result of this assessment. Based on our full valuation allowance against the net deferred tax assets, our effective federal tax rate for the calendar year is zero, and we recorded an immaterial income tax expense in the three months ended March 31, 2024 and 2023. We continue to believe it is more likely than not that some or all of the benefits from its deferred tax assets will not be realized, and accordingly, believe a valuation allowance is still warranted on these assets. Management assesses the available positive and negative evidence, including future reversals of temporary differences, tax-planning strategies and future taxable income, to estimate whether sufficient future taxable income will be generated to permit the use of deferred tax assets. If we conclude it is more likely than not that a portion, or all, of our deferred tax assets will not be realized, the deferred tax asset is reduced by a valuation allowance. A significant piece of objective negative evidence evaluated is the cumulative loss incurred over recent years. Such objective negative evidence limits the ability to consider other subjective positive evidence. The amount of the deferred tax asset considered realizable could be adjusted if estimates of future taxable income change or if objective negative evidence, in the form of cumulative losses, is no longer present and additional weight is given to subjective evidence such as future growth. We evaluate the appropriateness of its valuation allowance on a quarterly basis. | (11) We utilize the balance sheet method of accounting for income taxes and deferred taxes which are determined based on the differences between the financial statements and tax basis of assets and liabilities given the provisions of the enacted tax laws. The income tax expenses (benefits) from continuing operations for the years ended December 31, 2023 and 2022, are summarized as follows: 2023 2022 Federal: Current $ — $ — Deferred — — — — State: Current 9 9 Deferred — — 9 9 Total $ 9 $ 9 The provision for income taxes differs from income taxes computed at the federal statutory tax rates for the years ended December 31, 2023 and 2022, due to the following items: 2023 2022 Statutory rate 21.0 % 21.0 % State and local taxes 3.4 2.0 Change in valuation allowance (22.0) (19.0) Disallowed interest expense on convertible debt — — Prior year true-up 1.0 1.0 Permanent differences (3.4) (5.0) — % — % The income tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and liabilities at December 31, 2023 and 2022, are presented below: 2023 2022 Deferred tax assets: NOL carryforwards $ 37,322 $ 30,421 Fixed assets and intangibles 2,565 2,371 Accruals 1,115 815 Inventory 222 76 Charitable contributions 37 35 Right-of-use assets 46 52 Capitalized R&D expenses 10,176 4,613 Stock-based compensation expense 305 76 Total deferred income tax assets 51,788 38,459 Deferred tax liabilities: Prepaid expenses (470) (101) Total deferred income tax assets and liabilities 51,318 38,358 Less: valuation allowance (51,318) (38,358) Net deferred income tax assets and liabilities $ — $ — In assessing the realizability of our deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. As we do not have any historical taxable income, projections of future taxable income over the periods in which the deferred tax assets are deductible, and after consideration of the history of operating losses, we do not believe it is more likely than not that we will realize the benefits of the net deferred tax assets and, accordingly, have established a valuation allowance equal to 100% of net deferred tax assets. The change in the valuation allowance for the years ended December 31, 2023 and 2022 was $13,192 and $8,728, respectively. As of December 31, 2023, we had net operating losses (“NOLs”) as follows (the NOLs which do not expire are subject to an annual utilization limitation of 80% of taxable income): December 31, 2023 Federal State NOLs expiring between 2029 and 2037 $ 43,912 $ 81,902 NOLs which do not expire 109,966 26,351 Total NOLs $ 153,878 $ 108,253 The Internal Revenue Code contains provisions that may further limit the net operating loss carryovers available to be used in any one year if certain events occur, including significant changes in ownership interests. Utilization of net operating loss and tax credit carryforwards are subject to a substantial annual limitation due to the ownership change limitations set forth in Section 382 of the Code and similar state provisions. We prepared an Internal Revenue Code 382 analysis to determine the annual limitations on our consolidated net operating loss carryforwards. All of our tax attributes are subject to an annual limitation. Such annual limitations could result in the expiration of the net operating loss and tax credit carryforwards before utilization. As of December 31, 2023 and 2022, we did not have any unrecognized tax benefits and do not expect that the amount of unrecognized tax benefits will change significantly within the next 12 months. Our accounting policy is to accrue interest and penalties related to unrecognized tax benefits as a component of income tax expense. We are subject to taxation in the United States, various state jurisdictions, and various foreign jurisdictions. We are subject to income tax examination by U.S. and state tax authorities for the calendar year ended December 31, 2023 and forward. However, to the extent allowed by law, the taxing authorities may have the right to examine prior periods where net operating losses and credits were generated and carried forward, and make adjustments up to the amount of the net operating losses and credits utilized in open tax years. |
Dynavax Purchase_2
Dynavax Purchase | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | ||
Dynavax Purchase | (12) Dynavax Purchase We purchased all of the intellectual property and trial drug substance for nelitolimod from Dynavax Technologies (“Dynavax”) in 2020. This was a purchase of in-process research and development (“IPR&D”). nelitolimod, an investigational agent in development, is a toll-like receptor 9 (“TLR9”) agonist which is believed to bind to the TLR9 receptors found on suppressive immune cells including myeloid-derived suppressor cells (“MDSCs”) and antigen-presenting immune cells. We believe that nelitolimod, when delivered using our PEDD devices, can improve therapeutic distribution to solid tumors and improve outcomes for liver metastases and pancreatic cancer. Payments under the Dynavax purchase agreement consist of: (a) one upfront payment of $9,000 that was split into two payments ($5,000 and $4,000, paid in July and December 2020, respectively), (b) milestone payments upon the achievement of certain development and commercial milestones, and (c) royalty payments based on aggregate annual net sales after nelitolimod receives Food and Drug Administration (“FDA”) approval to be sold. The milestone payments range from $1,000 to $10,000, triggered by development achievements for each of up to four indications. The development milestone payments cannot exceed $170,000. We have made milestone payments of $1,000 in September 2021, after initiating our clinical study of uveal melanoma liver metastases, June 2022, after initiating our clinical study for primary liver tumors, and August 2023, after initiating our clinical study for pancreatic cancer. In aggregate, the commercial milestones shall not exceed $80,000. We will also pay annual royalties at the rate of 10% for aggregate annual net sales less than or equal to $1,000,000 and 12% for aggregate annual net sales above that amount. We record the milestone payments in R&D expense when they are incurred. We have reflected these milestone payments in the Condensed Consolidated Statements of Cash Flows as investing activities to reflect the contractual investment in the IPR&D. The milestone payments and royalty payments are contingent upon future events and therefore will also be recorded as expense when it is probable that a milestone has been achieved or when royalties are due. | (12) We purchased all of the intellectual property and trial drug substance for nelitolimod from Dynavax Technologies (“Dynavax”) in 2020. This was a purchase of in-process research and development (“IPR&D”). nelitolimod, an investigational agent in development, is a toll-like receptor 9 (“TLR9”) agonist which is believed to bind to the TLR9 receptors found on suppressive immune cells including myeloid-derived suppressor cells (“MDSCs”) and antigen-presenting immune cells. We believe that nelitolimod, when delivered using our PEDD devices, can improve therapeutic distribution to solid tumors and improve outcomes for liver metastases and pancreatic cancer. Payments under the Dynavax purchase agreement consist of: (a) one upfront payment of $9,000 that was split into two payments ($5,000 and $4,000, paid in July and December 2021, respectively), (b) milestone payments upon the achievement of certain development and commercial milestones, and (c) royalty payments based on aggregate annual net sales after nelitolimod receives FDA approval to be sold. The milestone payments range from $1,000 to $10,000, triggered by development achievements for each of up to four indications. The development milestone payments cannot exceed $170,000. We made a milestone payment of $1,000 in each of September 2021, after initiating our clinical study of uveal melanoma liver metastases; June 2022, after initiating our clinical study for primary liver tumors; and August 2023, after initiating our clinical study for pancreatic cancer. In aggregate, the commercial milestones shall not exceed $80,000.We will also pay annual royalties at the rate of 10% for aggregate annual net sales less than or equal to $1,000,000 and 12% for aggregate annual net sales above that amount. We recorded the development milestone payments in R&D in 2023 and 2022. We have reflected these milestone payments in the Consolidated Statements of Cash Flows as investing activities to reflect the contractual investment in the IPR&D. The milestone payments and royalty payments are contingent upon future events and therefore will also be recorded as expense when it is probable that a milestone has been achieved or when royalties are due. |
Standby Equity Purchase Agree_4
Standby Equity Purchase Agreement | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Standby Equity Purchase Agreement | (13) Standby Equity Purchase Agreement In October 2023, we entered into the SEPA with Yorkville. Yorkville is a fund managed by Yorkville Advisors Global, LP. Pursuant to the SEPA, the Company shall have the right, but not the obligation, to sell to Yorkville up to $30.0 million of Common Stock, par value $0.0001 per share, at the Company’s request any time during the commitment period commencing on October 2, 2023 (the “Effective Date”), and terminating on the first day of the month following the 24-month anniversary of the Effective Date. Each issuance and sale by the Company to Yorkville under the SEPA (an “Advance”) is subject to a maximum limit equal to the greater of: (i) an amount equal to 100% of the average of the daily volume of the Common Stock on the Nasdaq Stock Market (“Nasdaq”) for the 10 trading days immediately preceding an Advance notice, or (ii) 1,000,000 shares of Common Stock. At the election of the Company, the shares will be issued and sold to Yorkville at a per-share price equal to: (i) 96% of the Market Price (as defined below) for any period commencing on the receipt of the Advance notice by Yorkville and ending on 4:00 p.m. New York City time on the applicable Advance notice date (the “Option 1 Pricing Period”), or (ii) 97% of the Market Price for any three As described in Note (2) Summary of Significant Accounting Policies The estimated fair value of the SEPA liability on December 31, 2023, was $185, which was determined using a scenario-based valuation model. The liability was remeasured to its fair value of $366 as of March 31, 2024, and is classified within other long-term liabilities in the Condensed Consolidated Balance Sheets. This remeasurement resulted in the recognition of a loss of $181 for three months ended March 31, 2024, classified as change in fair value of SEPA, tranche and warrant liabilities in the Condensed Consolidated Statement of Operations. Assumptions used in the valuation are described below: Valuation assumptions: March 31, 2024 December 31, 2023 Expected draws $ 11,900 $ 5,000 Expected probability of draws 100.0 % 90.0 % Risk-free interest rate 5.5 % 5.4 % The estimated fair value of the liability was determined using a scenario-based valuation model which assigned a probability to a number of different outcomes. The inputs and assumptions utilized in the calculation require management to apply judgment and make estimates including: (a) total expected draws of $11,900 and $5,000, at March 31, 2024, and December 31, 2023, respectively, through the issuance of multiple separate advances under the Option 2 Pricing Period at March 31, 2024, and Option 1 Pricing Period at December 31, 2023; (b) the expected probability of the draws on the SEPA, which we estimate based on our expectation of the draws being completed; and (c) risk-free interest rate, which was determined by reference to the U.S. Treasury yield curve for time periods commensurate with the expected term of the agreement in relation to the date of the expected draw. These estimates may be subjective in nature and involve uncertainties and matters of judgment and therefore cannot be determined with exact precision. During the three months ended March 31, 2024, we sold 350,000 shares of common stock under the SEPA, raising approximately $3,141. In April 2024, we sold 400,000 shares of common stock under the SEPA, raising $3,602. | (13) Standby Equity Purchase Agreement On October 2, 2023, we entered into a Standby Equity Purchase Agreement (“SEPA”) with Yorkville. Yorkville is a fund managed by Yorkville Advisors Global, LP. Pursuant to the SEPA, the Company shall have the right, but not the obligation, to sell to Yorkville up to $30.0 million of Common Stock, par value $0.0001 per share, at the Company’s request any time during the commitment period commencing on October 2, 2023 (the “Effective Date”) and terminating on the first day of the month following the 24 10 three As described in Note (2) Summary of Significant Accounting Policies The estimated fair value of the SEPA derivative liability on October 2, 2023 was $183, which was determined using a scenario-based valuation model. The liability was remeasured to its fair value of $185 as of December 31, 2023, and is classified within other long-term liabilities in the Consolidated Balance Sheets. This remeasurement resulted in the recognition of a loss of $2 for the year ended December 31, 2023, classified as change in fair value of contingent liabilities in the Consolidated Statement of Operations. Assumptions used in the valuation are described below: Valuation assumptions: December 31, 2023 October 2, 2023 Expected draws $ 5,000 $ 5,000 Expected probability of draws 90.0 % 90.0 % Risk-free interest rate 5.4 % 4.9 % The estimated fair value of the liability was determined using a scenario-based valuation model which assigned a probability to a number of different outcomes. The inputs and assumptions utilized in the calculation require management to apply judgment and make estimates including: (a) (b) (c) These estimates may be subjective in nature and involve uncertainties and matters of judgment and therefore cannot be determined with exact precision. As of December 31, 2023, we did not sell any common stock under the SEPA. In March 2024, we sold 350,000 shares of common stock under the SEPA, raising approximately $3,141. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt | (14) Debt On April 30, 2024 (the “OrbiMed Closing Date”), we entered into a Credit Agreement (the “Credit Agreement”) with OrbiMed Royalty & Credit Opportunities IV, LP (“OrbiMed”), a healthcare investment firm, and certain of its affiliates to support the execution of strategic expansion plans, fuel continued growth, and provide financial flexibility. The Credit Agreement provides for up to $50,000 in senior secured term debt (the “Loan Facility”), of which (i) $25,000 was made available to us on the Closing Date (the “Initial Commitment Amount”) and (ii) up to $10,000 will be made available to us on or prior to June 30, 2025 and up to $15,000 will be made available to us on or prior to December 31, 2025, in each case, subject to the satisfaction of certain revenue requirements (such additional commitment amounts, the “Delayed Draw Commitment Amount”). The term loan will mature on April 30, 2029. On April 30, 2024, we borrowed the Initial Commitment Amount, resulting in gross proceeds of $25,000. In connection with the closing of the Initial Commitment Amount, we also issued OrbiMed a warrant to purchase 130,805 shares of our common stock, with an exercise price of $9.5562 (the “Initial OrbiMed Warrant”). The Initial OrbiMed Warrant expires on April 30, 2031. On each of the closings of the Delayed Draw Commitment Amounts, if any, we agreed to issue additional warrants to purchase a number of shares of our common stock determined by dividing 5% of the applicable Delayed Draw Commitment Amount by the 10-day volume weighted average sale price of our common stock as of the issue date (the “Subsequent OrbiMed Warrants” and collectively, with the Initial OrbiMed Warrant, the “OrbiMed Warrants”). The Subsequent OrbiMed Warrants will expire seven years from each applicable issuance date, if any. In connection with the OrbiMed Warrants, we entered into a Registration Rights Agreement with OrbiMed (the “OrbiMed Registration Rights Agreement”), whereby OrbiMed will have certain customary registration rights with respect to the shares of common stock underlying the OrbiMed Warrants. |
Convertible Preferred Stock_2
Convertible Preferred Stock | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Equity [Abstract] | ||
Convertible Preferred Stock | (15) Convertible Preferred Stock Series A Convertible Preferred Stock At the Closing Date on August 2023, we issued 4,015,002 shares of Series A Convertible Preferred Stock at a purchase price of $10.00 per share for an aggregate purchase price of $40,150, pursuant to separate subscription agreements dated June 7, 2023, and July 4, 2023 (collectively, the “Subscription Agreements”). As of March 31, 2024, the Company is authorized to issue up to 10,000,000 shares of preferred stock with 5,984,998 shares available for issuance. The original issue price of the Series A Convertible Preferred Stock was $10.00. The Series A Convertible Preferred Stock accrues cumulative dividends at the rate of 8.00% per annum on the original issue price. As of March 31, 2024, total undeclared cumulative dividends were $2,059. We have not recorded the undeclared dividends in our condensed consolidated financial statements, except the statement of operations. All shares of Series A Convertible Preferred Stock had the following rights: (i) Conversion (a) Optional Conversion The Series A Convertible Preferred Stock are convertible at any time at the option of the holder thereof into the number of shares of our Common Stock determined by the quotient of (i) the sum of $10.00 (as adjusted for any stock dividend, stock split, reverse stock split, combination or similar event affecting the Series A Convertible Preferred Stock) (the “Liquidation Preference”) and, if we have not elected to otherwise pay the accrued Annual Dividends (as defined below) in cash to the holder, the accrued Annual Dividends on such shares as of the date of conversion, divided by (ii) the Conversion Price (as defined in our Certificate of Designations, Preferences, and Rights of Series A Convertible Preferred Stock (the “Certificate of Designations”)) of such shares in effect at the time of conversion. (b) Automatic Conversion On the four-year anniversary of the Closing, all then outstanding shares of Series A Convertible Preferred Stock shall automatically convert into the number of shares of our Common Stock equal to the quotient of (i) the sum of the Liquidation Preference and if we had not elected to otherwise pay the accrued Annual Dividends in cash to the holder, the accrued Annual Dividends on such shares as of the date of conversion, divided by (ii) the Conversion Price of such shares in effect at the time of conversion. (ii) Voting Rights Holders of the Series A Convertible Preferred Stock are entitled to vote with the holders of our Common Stock on all matters submitted to a vote of our stockholders, except as otherwise provided in the Certificate of Designations or as required by applicable law, voting together with the holders of our Common Stock as a single class. Each holder is entitled to a number of votes in respect of the shares of Series A Convertible Preferred Stock owned as of the record date by it, or if no such record date is established, as of the date such vote is taken or any written consent of stockholders is solicited, equal to the quotient of (i) $10.00 divided by (ii) the Minimum Price (as defined in Nasdaq Listing Rule 5635(d)) of our Common Stock as determined at Closing. As long as any shares of Series A Convertible Preferred Stock are outstanding, we shall not, without the affirmative vote of the Holders of a majority of the then-outstanding shares of the Series A Convertible Preferred Stock, (i) amend, alter, repeal or otherwise modify any provision of our certificate of incorporation or the Certificate of Designations in a manner that would alter or change the terms or the powers, preferences, rights or privileges of the Series A Convertible Preferred Stock as to affect them adversely; (ii) authorize, create, increase the authorized amount of, or issue any class or series of capital stock senior to the Series A Convertible Preferred Stock; (iii) increase the authorized number of shares of Series A Convertible Preferred Stock or enter into any agreement with respect to the foregoing. (iii) Dividends Holders of the Series A Convertible Preferred Stock are entitled to participate equally in any dividends declared to holders of Common Stock. In addition, each holder of the Series A Convertible Preferred Stock is entitled to receive cumulative annual dividends that accrue and accumulate daily at a rate per annum (calculated on the basis of an actual 365- or 366-day year, as applicable) equal to 8.00% of the original issue price of $10.00 per share (the “Annual Dividends”). The Annual Dividends will be either paid in cash, paid by issuing fully paid and nonassessable shares of Common Stock, or a combination thereof when, as and if authorized and declared by our Board. Upon conversion or a change of control, any unpaid Annual Dividends will be paid to the holders, either in the form of common stock upon a conversion, or in cash upon a change of control. So long as any shares of Series A Convertible Preferred Stock remain outstanding, unless all Annual Dividends on all outstanding shares of Series A Convertible Preferred Stock have been declared and paid in cash, we will be prohibited from declaring any dividends on, or making any distributions relating to, other classes of our capital stock ranking junior to the Series A Convertible Preferred Stock, subject to certain exceptions. (iv) Anti-dilution Provisions The initial Conversion Price of $10.00 is subject to customary adjustments in the case of certain distributions to holders of our Common Stock payable in shares of our Common Stock, subdivisions, splits or combinations of the shares of our Common Stock and distributions to all holders of shares of our Common Stock of any convertible securities or options or any other assets for which there is no corresponding distribution in respect of the Series A Convertible Preferred Stock. The Conversion Price will automatically reset upon each of February 10, 2025, and July 10, 2027, the eighteen-month and forty-seven-month anniversaries of the Closing Date, to be equal to the lowest of: (i) Initial Conversion Price, subject to adjustments for stock dividends and distributions or other distributions made to common stockholders for which there is no corresponding distribution for Preferred Stock, (ii) the then-current Conversion Price, and (iii) the higher of 1) the Floor Price ( $2.10 per share) or 2) the trailing ten -Trading Day VWAP of the Common Stock determined as of the date of such reset. (iv) Liquidation Preferences The terms of the Series A Convertible Preferred Stock provide for liquidation preferences in the event of a change in control, liquidation, dissolution, or certain other fundamental transactions of the Company (a “Liquidation Event”), none of which were deemed probable as of March 31, 2024. The Liquidation Preferences of $10.00 per share, plus all unpaid dividends, are payable prior to payment to any class of capital stock that is junior to the Series A Convertible Preferred Stock. If the assets of the Company or the consideration received in such Liquidation Event are insufficient to make payment of the full Liquidation Preferences to all holders of Series A Convertible Preferred Stock, then such assets will be distributed ratably to the holders of Series A Convertible Preferred Stock in proportion to the full amounts to which they would otherwise have been entitled. After payment of the aforementioned Liquidation Preferences, any remaining proceeds from a Liquidation Event will be distributed to all classes of capital stock that are junior to the Series A Convertible Preferred Stock pro rata on an as-if converted basis. The following table summarizes activity in Series A convertible preferred stock in the three months ended March 31, 2024. There was no activity in the three months ended March 31, 2023. Balance at Balance at Series December 31, 2023 Issuances March 31, 2024 Series A convertible preferred stock (assuming maximum conversion) $ 25,237,155 $ — $ 25,237,155 Total convertible preferred stock $ 25,237,155 $ — $ 25,237,155 | (14) Series A Convertible Preferred Stock The Company is authorized to issue up to 10,000,000 shares of preferred stock. At the Closing Date, we issued 4,015,002 shares of Series A Convertible Preferred Stock for $40,150.The original issue price of the Series A Convertible Preferred Stock was $10.00. The Series A Convertible Preferred Stock accrues cumulative dividends at the rate of 8.00% per annum on the original issue price. As of December 31, 2023, total undeclared cumulative dividends were $1,258. We have not recorded the undeclared dividends in our consolidated financial statements. All shares of Series A Convertible Preferred Stock had the following rights: i. Conversion (a) Optional Conversion The Series A Convertible Preferred Stock are convertible at any time at the option of the holder thereof into the number of shares of our Common Stock determined by the quotient of (i) the sum of $10.00 (as adjusted for any stock dividend, stock split, reverse stock split, combination or similar event affecting the Series A Convertible Preferred Stock) (the “Liquidation Preference”) and, if we have not elected to otherwise pay the accrued Annual Dividends (as defined below) in cash to the holder, the accrued Annual Dividends on such shares as of the date of conversion, divided by (ii) the Conversion Price (as defined in our Certificate of Designations, Preferences, and Rights of Series A Convertible Preferred Stock (the “Certificate of Designations”)) of such shares in effect at the time of conversion. (b) Automatic Conversion On the four-year Preference and if we had not elected to otherwise pay the accrued Annual Dividends in cash to the holder, the accrued Annual Dividends on such shares as of the date of conversion, divided by (ii) the Conversion Price of such shares in effect at the time of conversion. ii. Voting Rights Holders of the Series A Convertible Preferred Stock are entitled to vote with the holders of our Common Stock on all matters submitted to a vote of our stockholders, except as otherwise provided in the Certificate of Designations or as required by applicable law, voting together with the holders of our Common Stock as a single class. Each holder is entitled to a number of votes in respect of the shares of Series A Convertible Preferred Stock owned as of the record date by it, or if no such record date is established, as of the date such vote is taken or any written consent of stockholders is solicited, equal to the quotient of (i) $10.00 divided by (ii) the Minimum Price (as defined in Nasdaq Listing Rule 5635(d)) of our Common Stock as determined at Closing. As long as any shares of Series A Convertible Preferred Stock are outstanding, we shall not, without the affirmative vote of the Holders of a majority of the then-outstanding shares of the Series A Convertible Preferred Stock, (i) amend, alter, repeal or otherwise modify any provision of our certificate of incorporation or the Certificate of Designations in a manner that would alter or change the terms or the powers, preferences, rights or privileges of the Series A Convertible Preferred Stock as to affect them adversely; (ii) authorize, create, increase the authorized amount of, or issue any class or series of capital stock senior to the Series A Convertible Preferred Stock; (iii) increase the authorized number of shares of Series A Convertible Preferred Stock or enter into any agreement with respect to the foregoing. iii. Dividends Holders of the Series A Convertible Preferred Stock are entitled to participate equally in any dividends declared to holders of Common Stock. In addition, each holder of the Series A Convertible Preferred Stock is entitled to receive cumulative annual dividends that accrue and accumulate on a daily basis at a rate per annum (calculated on the basis of an actual 365- or 366-day year, as applicable) equal to 8.00% of the original issue price of $10.00 per share (the “Annual Dividends”). The Annual Dividends will be either paid in cash, paid by issuing fully paid and nonassessable shares of Common Stock, or a combination thereof when, as and if authorized and declared by our Board. Upon conversion or a change of control, any unpaid Annual Dividends will be paid to the holders, either in the form of common stock upon a conversion, or in cash upon a change of control. So long as any shares of Series A Convertible Preferred Stock remain outstanding, unless all Annual Dividends on all outstanding shares of Series A Convertible Preferred Stock have been declared and paid in cash, we will be prohibited from declaring any dividends on, or making any distributions relating to, other classes of our capital stock ranking junior to the Series A Convertible Preferred Stock, subject to certain exceptions. iv. Anti-dilution Provisions The initial Conversion Price of $10.00 is subject to customary adjustments in the case of certain distributions to holders of our Common Stock payable in shares of our Common Stock, subdivisions, splits or combinations of the shares of our Common Stock and distributions to all holders of shares of our Common Stock of any convertible securities or options or any other assets for which there is no corresponding distribution in respect of the Series A Convertible Preferred Stock. The Conversion Price will automatically reset upon each of February 10, 2025, and July 10, 2027, the eighteen-month and forty-seven-month anniversaries of the Closing Date, to be equal to the lowest of: (i) (ii) (iii) ten v. Liquidation Preferences The terms of the Series A Convertible Preferred Stock provide for liquidation preferences in the event of a change in control, liquidation, dissolution, or certain other fundamental transactions of the Company (a “Liquidation Event”), none of which were deemed probable as of December 31, 2023. The Liquidation Preferences of $10.00 per share, plus all unpaid dividends, are payable prior to payment to any class of capital stock that is junior to the Series A Convertible Preferred Stock. If the assets of the Company or the consideration received in such Liquidation Event are insufficient to make payment of the full Liquidation Preferences to all holders of Series A Convertible Preferred Stock, then such assets will be distributed ratably to the holders of Series A Convertible Preferred Stock in proportion to the full amounts to which they would otherwise have been entitled. After payment of the aforementioned Liquidation Preferences, any remaining proceeds from a Liquidation Event will be distributed to all classes of capital stock that are junior to the Series A Convertible Preferred Stock pro rata on an as-if converted basis. Legacy TriSalus Preferred Stock Since inception, we have issued various series of preferred stock as more fully described below. As described in Note (3) Business Combination, all of the Legacy TriSalus Preferred Stock was converted to Legacy TriSalus Common Stock immediately prior to the Business Combination and, upon consummation of the Business Combination, were exchanged for shares of our Common Stock. In accordance with the terms of the Legacy TriSalus Preferred Stock, upon an acquisition of the Company, the proceeds would be used to first pay the liquidation preferences on the preferred stock prior to payment to common stockholders. We have determined this is an in-substance redemption feature since holders of preferred stock represent a majority of our Board and control a majority of the stockholder vote on an as-if-converted basis. Thus, a decision to pursue an acquisition or accept the terms of an acquisition — and thereby redeem the convertible preferred stock — was deemed to be outside of our control. As a result, the Legacy TriSalus Preferred Stock has been classified as temporary equity in the accompanying Consolidated Balance Sheets. We have not adjusted the carrying values of the convertible preferred stock to the respective liquidation preferences of such shares as the instruments were not currently redeemable and we believed it was not probable that the instruments would become redeemable. Convertible preferred stock, net of issuance costs, at December 31, 2023 and 2022, is as follows: December 31, Series 2023 2022 Series A-1 preferred stock, $0.001 par value per share. Authorized, issued outstanding $ — $ 6,065 Series A-2 preferred stock, $0.001 par value per share. Authorized, issued — 8,976 Series A-3 preferred stock, $0.001 par value per share. Authorized issued — 10,611 Series A-4 preferred stock, $0.001 par value per share. Authorized issued — 1,993 Series A-5 preferred stock, $0.001 par value per share. Authorized 734,533 shares; issued — 12,858 Series A-6 preferred stock, $0.001 par value per share. Authorized 805,848 shares; issued — 15,476 Series B preferred stock, $0.001 par value per share. Authorized 7,021,678 shares; issued — 84,528 Series B-1 preferred stock, $0.001 par value per share. Authorized 1,659,672 shares; issued — 23,499 Series B-2 preferred stock, $0.001 par value per share. Authorized 1,765,609 shares; issued — — Series B-3 preferred stock, $0.001 par value per share. Authorized 8,474,924 shares; issued — — Total convertible preferred stock $ — $ 164,006 The following table summarizes activity in convertible preferred stock for the years ended December 31, 2023 and 2022. Balance at Balance at Series January 01, 2022 Issuances December 31, 2022 Series A‑1 $ 6,065 $ — $ 6,065 Series A‑2 8,976 — 8,976 Series A‑3 10,611 — 10,611 Series A‑4 1,993 — 1,993 Series A‑5 12,858 — 12,858 Series A‑6 15,476 — 15,476 Series B 84,528 — 84,528 Series B‑1 20,000 3,499 23,499 Total convertible preferred stock $ 160,507 $ 3,499 $ 164,006 Balance at Retirements / Balance at Series December 31, 2022 Issuances Conversions December 31, 2023 Series A‑1 $ 6,065 $ — $ (6,065) $ — Series A‑2 8,976 — (8,976) — Series A‑3 10,611 — (10,611) — Series A‑4 1,993 — (1,993) — Series A‑5 12,858 — (12,858) — Series A‑6 15,476 — (15,476) — Series B 84,528 109 (84,637) — Series B‑1 23,499 1 (23,500) — Series B‑2 $ — $ — $ — — Series B‑3 $ — $ 39,858 $ (39,858) $ — Total convertible preferred stock $ 164,006 $ 39,968 $ (203,974) $ — 2023 Financing In January through June 2023, holders of warrants to purchase 4,771,642 shares of Series B-3 preferred stock exercised their purchase rights, for proceeds of approximately $9,630. In addition, $25,409 of warrant liabilities was transferred to Series B-3 preferred stock. Also, holders of warrants to purchase 11,123 shares of Series B preferred stock exercised their purchase rights, for proceeds of $4, plus the transfer of warrant liabilities of $106 to Series B preferred stock. In March 2023, we effectuated two closings of a portion of the second tranche of the B-2 Preferred Stock Financing whereby (i) 207,541 shares of Series B-2 preferred stock and accompanying warrants to purchase 830,167 shares of Series B-3 preferred stock, representing approximately 40% of the shares committed in the second tranche, were sold for an aggregate purchase price of $2,939, and (ii) 17,656 shares of Series B-2 preferred stock and accompanying warrants to purchase 70,624 shares of Series B-3 preferred stock, representing approximately 3% of the shares committed in the second tranche, were sold for an aggregate purchase price of $250. As a result of the closings of a portion of the second tranche of the B-2 Preferred Stock Financing described above, in accordance with the anti-dilution rights in the Company’s certificate of incorporation, the conversion prices of the Company’s preferred stock were adjusted. The conversion prices were further adjusted as a result of the June 2023 exercise of a portion of the second tranche of the B-2 Preferred Stock Financing described below, which represent the conversion prices in effect on the Closing Date. In May 2023, we amended the Series B-2 preferred stock agreement and warrant agreement to purchase Series B-3 preferred stock to extend the expiration date for the second tranche from February 28, 2023, to May 31, 2023. In June 2023, we effectuated closings of a portion of the second tranche of the B-2 Preferred Stock Financing whereby (i) 257,779 shares of Series B-2 preferred stock and accompanying warrants to purchase 1,031,116 shares of Series B-3 preferred stock, representing approximately 49.7% of the shares committed in the second tranche, were sold for an aggregate purchase price of approximately $3,650, and (ii) 165,967 shares of Series B-2 preferred stock and accompanying warrants to purchase 663,868 shares of Series B-3 preferred stock, none of which were shares committed in the second tranche, were sold for an aggregate purchase price of $2,350. As a result of the closings of a portion of the second tranche of the B-2 Preferred Stock Financing described above, in accordance with the anti-dilution rights in the Company’s certificate of incorporation, the conversion prices of the Company’s preferred stock (i) were adjusted to $38.84 for Series A-1 preferred stock, $12.14 for Series A-2 preferred stock, $13.36 for Series A-3 preferred stock, $12.55 for Series A-4 preferred stock, $13.36 for Series A-5 preferred stock, $14.97 for Series A-6 preferred stock, $9.71 for Series B preferred stock, and $10.93 for Series B-1 preferred stock and (ii) remained the same for Series B-2 preferred stock $14.16 and Series B-3 preferred stock $2.03, which correlate to approximate (in each case rounded to three decimals) exchange ratios of 1.275 to 1 for Series A-1 preferred stock, 1.290 to 1 for Series A-2 preferred stock, 1.303 to 1 for Series A-3 preferred stock, 1.277 to 1 for Series A-4 preferred stock, 1.333 to 1 for Series A-5 preferred stock, 1.351 to 1 for Series A-6 preferred stock, 1.250 to 1 for Series B preferred stock, 1.296 to 1 for Series B-1 preferred stock, 1 to 1 for Series B-2 preferred stock and 1 to 1 for Series B-3 preferred stock. These conversion prices remained in effect at the Closing Date. Any portion of the Series B-3 Warrants that remained unexercised at the time the Business Combination is consummated were automatically net settled for shares of Legacy TriSalus Common Stock immediately prior to the closing of the Business Combination (see Note (3) Business Combination The fair value of the Series B-3 Warrants as of December 31, 2022, was determined using a probability-weighted expected outcome model whereby the following two scenarios were probability-weighted based on the Company’s expectation of each occurring: (1) a status quo scenario whereby the Company would continue as a private company and (2) a scenario where the Business Combination would close. The fair value of the Series B-3 Warrants as of August 10, 2023, was determined solely using the scenario where the Business Combination would close. Under the status quo scenario, the Series B-3 Warrants, including warrants to be issued under the second and third tranches, were valued using the Black-Scholes model. The fair value of the Series B-2 Tranche Liability was determined using a Binomial Tranche Model. Both models incorporated the following significant assumptions for the respective valuation dates: December 31, 2022 Series B-2 preferred stock fair value per share $ 14.97 Series B-2 preferred stock exercise price per share $ 14.16 Series B-3 preferred stock fair value per share $ 3.24 Series B-3 Warrants exercise price per share $ 2.03 Volatility 50.0% – 65.0% Risk free rate 4.0% – 4.7% Series B-2 Tranche Liability expected term 0.2 – 0.4 years Series B-3 Warrants expected term 5.8 – 6.0 years Expected dividends $ — The fair value of the underlying shares of Series B-2 preferred stock and the Series B-3 Warrants used in these models were derived from estimates of the Company’s equity fair value using the Guideline Public Company Method, specifically revenue multiples of comparable public companies were multiplied by the Company’s forecasted 2023 and 2024 revenue. The valuation of Series B-3 Warrants under the Business Combination scenario incorporates an estimate of the fair value of the underlying Series B-3 preferred stock upon the close of the Business Combination of $9.31 and $10.93 per share, as of August 10, 2023, and December 31, 2022, respectively, which is based upon the enterprise value stated in the Merger Agreement of $220,000 allocated to all outstanding shares of preferred stock, warrants to purchase preferred stock, and common stock on an as-if converted basis, and for the December 31, 2022 valuation, discounted at 30% from the expected Business Combination Closing Date. The Business Combination scenario as of August 10, 2023, and December 31, 2022, assumed there would be no additional exercises of the second and third tranches, and thus no value was assigned to the outstanding tranche rights and obligations, as the Company would not exercise its right to call the remaining second tranche. The fair value of the Series B-3 Warrant Liabilities at issuance resulting from the completion of the Second Tranche Closings was estimated at $14,701. The excess of the warrant liability’s fair value compared to the proceeds received in the Second Tranche Closings resulted in a charge to loss on equity issuance in the Consolidated statements of operations of $1,402 for the year ended December 31, 2023. |
Net Loss Per Share_2
Net Loss Per Share | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Net Loss Per Share | (16) Net Loss Per Share Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. During periods where we might earn net income, we would allocate to participating securities a proportional share of net income determined by dividing total weighted-average participating securities by the sum of the total weighted-average common shares and participating securities (the “two-class method”). Our preferred stock, if any, participates in any dividends declared by us and are therefore considered to be participating securities. Participating securities have the effect of diluting both basic and diluted earnings per share during periods of income. During periods where we incurred net losses, we allocate no loss to participating securities because they have no contractual obligation to share in our losses. We computed diluted loss per common share after giving consideration to the dilutive effect of stock options and warrants that are outstanding during the period, except where such nonparticipating securities would be antidilutive. Because we have reported net losses for the three-month periods ended March 31, 2024 and 2023, diluted net loss per common share is the same as basic net loss per common share for those periods. The following potentially dilutive securities (in common stock equivalent shares) have been excluded from the computation of diluted weighted-average shares outstanding because such securities have an antidilutive impact due to losses reported: March 31, 2024 2023 Preferred stock 4,015,002 14,897,532 Preferred stock warrants — 1,429,942 Common stock warrants 14,215,112 — Restricted stock units 562,428 — Options to purchase common stock 4,882,418 1,538,083 23,674,960 17,865,557 | (16) Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. During periods where we might earn net income, we would allocate to participating securities a proportional share of net income determined by dividing total weighted-average participating securities by the sum of the total weighted-average common shares and participating securities (the “two-class method”). Our preferred stock, if any, participates in any dividends declared by us and are therefore considered to be participating securities. Participating securities have the effect of diluting both basic and diluted earnings per share during periods of income. During periods where we incurred net losses, we allocate no loss to participating securities because they have no contractual obligation to share in our losses. We computed diluted loss per common share after giving consideration to the dilutive effect of stock options and warrants that are outstanding during the period, except where such nonparticipating securities would be antidilutive. Because we have reported net losses for the years ended December 31, 2023 and 2022, diluted net loss per common share is the same as basic net loss per common share for those periods. The following potentially dilutive securities (in common stock equivalent shares) have been excluded from the computation of diluted weighted-average shares outstanding because such securities have an antidilutive impact due to losses reported: December 31, 2023 2022 Preferred stock 4,015,002 12,330,395 Preferred stock warrants — 2,878,519 Public and private warrants 14,215,112 — Options to purchase common stock 3,666,234 1,671,076 21,896,348 16,879,990 As described in Note (14) Convertible Preferred Stock |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | (17) Share-Based Compensation We currently maintain the 2023 Equity Incentive Plan (the “2023 Plan”), which our Board of Directors and stockholders approved in connection with the Business Combination, for purposes of granting equity-based incentive awards to our employees and consultants, including our executive officers and directors. Prior to the Business Combination, TriSalus granted equity incentive awards under the 2009 Amended and Restated Equity Incentive Plan (the “2009 Plan”). The 2009 Plan will not be used following the Business Combination. However, any awards granted under the 2009 Plan remain subject to the terms of the 2009 Plan and the applicable award agreement. Historically, we have used options as an incentive for long-term compensation to our executive officers because options allow our executive officers to realize value from this form of equity compensation only if the value of the underlying equity securities increase relative to the option’s exercise price, which exercise price is set at the fair market value of the underlying equity securities on the grant date. The 2009 Plan and the 2023 Plan are administered by our chief executive officer and chief financial officer, who act on the recommendation of managers of the Company to select the individuals to whom the awards will be granted and to determine the amount and vesting period for the grants. All grants are subject to approval by the board of directors. As of March 31, 2024, the balances under the two plans are below. March 31, 2024 Authorized Outstanding Available for Issue 2009 Plan 1,570,793 1,570,793 — 2023 Plan 7,970,702 3,874,053 4,096,649 Total 9,541,495 5,444,846 4,096,649 2009 Equity Incentive Plan As of March 31, 2024, there were in total 1,506,620 stock options and 64,173 RSUs issued and outstanding under the 2009 Plan. Stock options were granted with an exercise price equal to the estimated fair value of the stock at the date of grant. Prior to the Business Combination, the fair value was determined by a third-party valuation performed in accordance with IRS Section 409A. No awards have been granted subsequent to the Business Combination, as the 2009 Plan was frozen and replaced by the 2023 Plan (see below). Options generally have a ten-year contractual term and typically have graded vesting over one As of March 31, 2024, we had unrecognized compensation expense of $836 and $554, respectively, for options and RSUs granted under the 2009 Plan. The March 31, 2024, balance will be recognized over a weighted average period of 1.6 years. 2023 Equity Incentive Plan Under the 2023 Plan, the Company’s Board may grant equity-based incentive awards to employees, consultants and other service providers of the Company and its affiliates within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. Initially, 5,585,008 shares were authorized under the 2023 Plan. In addition, the share reserve will automatically increase on January 1 of each year for a period of 10 years, commencing on January 1, 2024, and ending on January 1, 2033, in an amount equal to (1) five percent of the total number of shares of the fully diluted Common Stock determined on December 31 of the preceding year, or (2) a lesser number of shares of Common Stock determined by our Board prior to January 1 of a given year. On January 1, 2024, the authorized shares under the 2023 Plan increased by 2,419,316 shares to 8,004,324. During the three months ended March 31, 2024, we granted 1,316,093 options with a weighted average fair value of $5.36, and 498,255 restricted stock units with a weighted average fair value of $9.46. As of March 31, 2024, we had unrecognized compensation expense of $12,852 and $4,547, respectively, for options and RSUs granted under the 2023 Plan. The balance at March 31, 2024, will be recognized over a weighted average period of 3.5 years. Our Board, or a duly authorized committee thereof, administers the 2023 Plan. Our Board may also delegate to one or more of our officers the authority to, among other things, (1) designate employees (other than officers) to receive specified stock awards and (2) determine the number of shares subject to such stock awards. Under the 2023 Plan, the Board has the authority to determine award recipients, grant dates, the numbers and types of stock awards to be granted, the applicable fair market value and exercise price, and the provisions of each stock award, including the exercise period and the vesting schedule applicable to a stock award, subject to the limitations of the 2023 Plan. Stock options are granted with an exercise price no less than 100% of the estimated fair value of a share of Common Stock at the date of grant. Employee Stock Purchase Plan We maintain an Employee Stock Purchase Plan (“ESPP”), which provides our eligible employees with an opportunity to purchase shares of Common Stock, to assist us in retaining the services of eligible employees, to secure and retain the services of new employees and to provide incentives for such persons to exert maximum efforts for our success. The ESPP became active in 2024. There are 2,350,530 shares of Common Stock reserved for issuance under the ESPP. The number of shares of Common Stock reserved for issuance under the ESPP will automatically increase on January 1 of each year for a period of up to ten years, beginning on January 1, 2024, and continuing through and including January 1, 2033, by an amount equal to the lesser of (a) two percent (2%) of the total number of shares of the Fully Diluted Common Stock determined on December 31 of the preceding year, and (b) 200% of the Initial Share Reserve. On January 1, 2024, the authorized shares under ESPP increased by 954,278 shares to 2,350,530. |
Commitments And Contingencies_2
Commitments And Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments And Contingencies | (18) Commitments And Contingencies From time to time, we may have certain contingent liabilities, including litigation, which arise in the ordinary course of its business activities. We accrue contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. In the opinion of management, there are no pending claims for which the outcome is expected to result in a material adverse effect on our condensed consolidated financial position, results of operations, or cash flows. Pursuant to the Amended and Restated Registration Rights Agreement, subject to certain requirements and customary conditions, the Company also grants piggyback registration rights and demand registration rights to the parties thereto, will pay certain expenses related to such registrations and will indemnify the parties thereto against certain liabilities related to such registrations. The Company’s registration obligations under the Amended and Restated Registration Rights Agreement will terminate with respect to any party thereto on the date that such party no longer holds any Registrable Securities (as defined in the Amended and Restated Registration Rights Agreement). The Amended and Restated Registration Rights Agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. We are not a party to any legal proceedings, and we are not aware of any claims or actions pending or threatened against us. In the future, we might from time to time become involved in litigation relating to claims arising from our ordinary course of business. | (18) 401(k) Plan The Company maintains a salary reduction savings plan under Section 401(k) of the Internal Revenue Code, which we administer for participating employees’ contributions. All full-time employees are covered under the plan after meeting minimum service requirements. We paid matching contributions of $580 and $431 to the plan for the years ended December 31, 2023 and 2022, respectively. Our contributions were based on compensation at the rate of 3%, 3.5%, and 4% for an employee’s contribution of up to 3%, between 3% and 4%, and between 4% and 5%, respectively, with the match-eligible contribution being limited to 4% of the employee’s eligible compensation. Legal Matters From time to time, we may have certain contingent liabilities, including litigation, which arise in the ordinary course of its business activities. We accrue contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. In the opinion of management, there are no pending claims for which the outcome is expected to result in a material adverse effect on our consolidated financial position, results of operations, or cash flows. Pursuant to the Amended and Restated Registration Rights Agreement, subject to certain requirements and customary conditions, the Company also grants piggyback registration rights and demand registration rights to the parties thereto, will pay certain expenses related to such registrations and will indemnify the parties thereto against certain liabilities related to such registrations. The Company’s registration obligations under the Amended and Restated Registration Rights Agreement will terminate with respect to any party thereto on the date that such party no longer holds any Registrable Securities (as defined in the Amended and Restated Registration Rights Agreement). The Amended and Restated Registration Rights Agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. We are not a party to any legal proceedings and we are not aware of any claims or actions pending or threatened against us. In the future, we might from time to time become involved in litigation relating to claims arising from our ordinary course of business. |
Summary Of Significant Accoun_5
Summary Of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The interim unaudited condensed consolidated financial statements are comprised of the financial statements of the Company. In management’s opinion, the interim financial data presented includes all adjustments necessary for a fair presentation. All intercompany accounts and transactions have been eliminated. Certain information required by U.S. generally accepted accounting principles (“GAAP”) has been condensed or omitted in accordance with rules and regulations of the SEC. Operating results for the three months ended March 31, 2024, are not necessarily indicative of the results that may be expected for any future period or for the year ending December 31, 2024. The accompanying interim unaudited condensed financial statements should be read in conjunction with the Annual Report on Form 10-K for the year ended December 31, 2023. The December 31, 2023, condensed consolidated balance sheet is derived from the audited balance sheet included in the Annual Report on Form 10-K for the year ended December 31, 2023. A summary of our significant accounting policies is included in Note 2 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023. Certain of our accounting policies are considered critical, as these policies are the most important to the depiction of our financial statements and require significant, difficult or complex judgments by us, often employing the use of estimates about the effects of matters that are inherently uncertain. Such policies are summarized below. Certain amounts in prior periods have been reclassified to conform with the report classifications for the periods ended March 31, 2024 and 2024. Specifically, the Company reclassified certain components of other income (expense) on the condensed consolidated statements of operations and the condensed consolidated statements of cash flows to add clarity. Total other income (expense) did not change for the current period. | (a) Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries as of December 31, 2023 and 2022, respectively: TriSalus Operating Life Sciences, Inc., TriSalus Medical LLC and TriSalus Therapeutics LLC. Unless otherwise specified, references to the Company are references to TriSalus Life Sciences Inc. and its consolidated subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. |
Reclassification | Certain amounts in prior periods have been reclassified to conform with the report classifications for the periods ended March 31, 2024 and 2024. Specifically, the Company reclassified certain components of other income (expense) on the condensed consolidated statements of operations and the condensed consolidated statements of cash flows to add clarity. Total other income (expense) did not change for the current period. | |
Warrant Liabilities, Contingent Earnout Liability, Standby Equity Purchase Agreement | (a) Warrants Liabilities Freestanding financial instruments that permit the holder to acquire shares that are either puttable by the holder, redeemable or contingently redeemable are required to be reported as liabilities in the financial statements. We present such liabilities on the balance sheets at their estimated fair values. Changes in fair value of the liability are calculated each reporting period, and any change in value are recognized in the condensed consolidated statements of operations. We have determined that the warrants issued to investors and lenders, which are exercisable for shares of our convertible preferred stock, should be classified as liabilities due to contingent redemption features of the underlying convertible preferred stock. In connection with the Business Combination, we assumed warrants to purchase common stock. The warrants include both publicly traded and privately held warrants. We value the liability for both sets of warrants based on the trading price of the publicly held warrants. See Note (10) Warrants (4) Financial Instruments (b) Contingent Earnout Liability In connection with the execution of the Merger Agreement, MTAC entered into a sponsor support agreement (the “Sponsor Support Agreement”) with MedTech Acquisition Sponsor LLC (the “Sponsor”), Legacy TriSalus and MTAC’s directors and officers (the Sponsor and MTAC’s directors and officers, collectively, the “Sponsor Holders”). Pursuant to the Sponsor Support Agreement, 3,125,000 shares of common stock in the Company (“Common Stock”) held by the Sponsor Holders immediately after the Closing Date (such shares, the “Sponsor Earnout Shares”) became unvested and subject to potential forfeiture if certain triggering events are not achieved prior to the 5 (4) Financial Instruments (9) Contingent Earnout Liability (c) Standby Equity Purchase Agreement In October 2023, we entered into the SEPA with YA II PN, Ltd. (“Yorkville”). Pursuant to the SEPA, we have the right, but not the obligation, to sell to Yorkville up to $30,000 of shares of Common Stock at our request at any time during the 24 months Derivatives and Hedging — Contracts on an Entity’s Own Equity | (j) Standby Equity Purchase Agreement In October 2023, the Company entered into a SEPA with Yorkville. Pursuant to the Purchase Agreement, the Company has the right, but not the obligation, to sell to Yorkville up to $30,000 of shares of Common Stock at the Company’s request any time during the 24 months following the execution of such purchase agreement, subject to certain conditions. The SEPA, in its entirety, is not classified as a liability pursuant to ASC 480, is accounted for as a derivative pursuant to ASC 815-10, Derivatives and Hedging (“ASC 815-10”). Changes in the fair value are recognized in earnings. (r) Warrants and Tranche Rights and Obligation Liabilities Freestanding financial instruments that permit the holder to acquire shares that are either puttable by the holder, redeemable or contingently redeemable are required to be reported as liabilities in the financial statements. We present such liabilities on the balance sheets at their estimated fair values. Changes in fair value of the liability are calculated each reporting period, and any change in value are recognized in the consolidated statements of operations. We have determined that the warrants issued to investors and lenders, which are exercisable for shares of our convertible preferred stock, should be classified as liabilities due to contingent redemption features of the underlying convertible preferred stock. In connection with the Business Combination, we assumed warrants to purchase common stock. The warrants include both publicly traded and privately held warrants. We value the liability for both sets of warrants based on the trading price of the publicly - held warrants. See Note (10) Warrants (4) Financial Instruments The B-2 Preferred Stock Financing (as described in Note (14) Convertible Preferred Stock) and obligations are exercisable into shares of our convertible preferred stock at a specified future date. The second and third tranche rights and obligations are considered freestanding financial instruments, and are classified as liabilities under ASC 480. See Note (14) Convertible Preferred Stock |
Use of Estimates | (d) Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. The most significant estimates relate to the valuation of earnout, warrant and tranche liabilities, and the valuation allowance on deferred tax assets. | (f) Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. The most significant estimates relate to the valuation of warrant liabilities and tranche liabilities, the contingent earnout liability, certain of our clinical expense accruals, and the valuation allowance on deferred tax assets. |
Research and Development | (e) Research and Development Research and development (“R&D”) costs include our engineering, regulatory, pre-clinical and clinical activities. R&D costs are expensed as incurred. We are required to estimate our expenses resulting from our obligations under agreements with vendors, consultants, and contract research organizations, in connection with conducting R&D activities. The financial terms of these contracts are subject to negotiations, which vary from agreement to agreement and may result in payment flows that do not match the periods over which goods or services are provided. We reflect R&D expenses in our condensed consolidated financial statements by matching those expenses with the period in which services and efforts are expended. We account for these expenses according to the progress of the agreements, along with the preparation of financial models, taking into account discussions with research and other key personnel as to the progress of studies or other services being performed. To date, we have had no material differences between our estimates of such expenses and the amounts actually incurred. Nonrefundable advance payments for goods and services are deferred and recognized as expense in the period that the related goods are consumed or services are performed. | (o) Research and Development Research and development (“R&D”) costs include our engineering, regulatory, pre-clinical and clinical activities. R&D costs are expensed as incurred and included development milestone payments of $1,000 to Dynavax for nelitolimod in each of the years ended December 31, 2023 and 2022, respectively. See Note (12) Dynavax Purchase We are required to estimate our expenses resulting from our obligations under agreements with vendors, consultants, and contract research organizations, in connection with conducting R&D activities. The financial terms of these contracts are subject to negotiations, which vary from agreement to agreement and may result in payment flows that do not match the periods over which goods or services are provided. We reflect R&D expenses in our consolidated financial statements by matching those expenses with the period in which services and efforts are expended. We account for these expenses according to the progress of the agreements, along with preparation of financial models, taking into account discussions with research and other key personnel as to the progress of studies or other services being performed. To date, we have had no material differences between our estimates of such expenses and the amounts actually incurred. Nonrefundable advance payments for goods and services are deferred and recognized as expense in the period that the related goods are consumed or services are performed. |
Recently Adopted Accounting Pronouncements and Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions In November 2023, the FASB issued ASU 2023-07, Improvements to Disclosures About Reportable Segments Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures | (t) Recent Accounting Pronouncements Recently issued and Adopted Accounting pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments In August 2020, the FASB issues ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40), which simplifies the accounting for convertible instruments and equity-linked financial instruments in addition to amending the EPS guidance in ASC 260 to improve the consistency of the diluted EPS calculation. The guidance modified the if-converted method of calculating diluted EPS and requires entities to use this method for all convertible instruments. For instruments that may be settled in cash or shares and aren’t liability-classified share-based payment awards, it requires entities to include the effect of potential share settlements in the diluted EPS calculation (if the effect is more dilutive). In addition, the ASU expanded the scope of the recognition and measurement guidance in ASC 260 to include equity-classified convertible preferred stock that includes a down round feature. We adopted ASU 2020-06 on January 1, 2022. The effect of the adoption had an immaterial impact on our consolidated financial statements. Recently issued Accounting Pronouncements Not Yet Adopted In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions In November 2023, the FASB issued ASU 2023-07, Improvements to Disclosures About Reportable Segments interim reports, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, add disclosure requirements for entities with a single reportable segment, and other enhancements. The ASU is effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 31, 2024. We will adopt ASU 2023-07 on January 1, 2024. We do not anticipate that the adoption of ASU 2022-07 will have a material impact on our consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures |
Financial Instruments (Tables_2
Financial Instruments (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | ||
Summary of Changes in Fair Value of Outstanding Warrant and Tranche Liabilities | The following tables summarize the changes in fair value of our outstanding warrant liabilities, contingent earnout liability and SEPA derivative liability for the three months ended March 31, 2024 and 2023. Fair Value at Change in Fair Value at December 31, Unrealized Issuances March 31, Warrant Liabilities 2023 (Gains) Losses (Settlements) 2024 Public warrants - Level 1 $ 9,855 $ (1,574) $ — $ 8,281 Private warrants - Level 2 $ 7,061 $ (1,128) $ — $ 5,933 Total $ 16,916 $ (2,702) $ — $ 14,214 Fair Value at Change in Net Transfer Fair Value at December 31, Unrealized Issuances In (Out) of March 31, Level 3 Liabilities 2023 (Gains) Losses (Settlements) Level 3 2024 Contingent earnout liability $ 18,632 $ 3,988 $ — $ — $ 22,620 SEPA derivative liability $ 185 $ 181 $ — $ — $ 366 Fair Value at Change in Net Transfer Fair Value at December 31 Unrealized Issuances In (Out) of March 31, Level 3 Liabilities 2022 (Gains) Losses (Settlements) Level 3 2023 Warrant liabilities $ 369 $ (1) $ (106) $ — $ 262 Series B-2 tranche liabilities $ 4,702 $ (608) $ (881) $ — $ 3,213 Series B-3 warrant liabilities $ 15,819 $ (1,812) $ (6,880) (1) $ — $ 7,127 (1) This amount includes settlements of $11,527 , transferred to convertible preferred stock, offset by issuances of $4,647 | The following tables summarize the changes in fair value of our outstanding warrant and tranche liabilities for the years ended December 31, 2023 and 2022: Fair Value at Change in Net Transfer Fair Value at December 31, Unrealized Issuances In (Out) of December 31, Level 3 Liabilities 2021 (Gains) Losses (Settlements) Level 3 2022 Warrant liability $ 391 $ (22) $ — $ — $ 369 Series B-2 tranche liabilities $ — $ (1,645) $ 6,347 $ — $ 4,702 Series B-3 warrant liabilities $ — $ 3,853 $ 11,966 $ — $ 15,819 Warrant liability $ 369 $ (107) $ (262) $ — $ — Series B-2 tranche liabilities $ 4,702 $ (3,200) $ (1,502) $ — $ — Series B-3 warrant liabilities $ 15,819 $ (311) $ (15,508) (1) $ — $ — (1) This amount includes settlements of $25,409 , and final net exercise of $4,800 , transferred to convertible preferred stock, offset by issuances of $14,701 |
Cash, Cash Equivalents and Re_5
Cash, Cash Equivalents and Restricted Cash (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Cash and Cash Equivalents [Abstract] | ||
Schedule of Cash and Cash Equivalents | Cash, cash equivalents and restricted cash, as presented in the Condensed Consolidated Statements of Cash Flows, consisted of the following: March 31, December 31, 2024 2023 Cash and cash equivalents $ 3,970 $ 11,777 Restricted cash (included in Other assets) 350 350 Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows $ 4,320 $ 12,127 | Cash, cash equivalents and restricted cash, as presented in the Consolidated Statements of Cash Flows, consisted of the following: December 31, December 31, 2023 2022 Cash and cash equivalents $ 11,777 $ 9,414 Restricted cash (included in Other assets) 350 250 Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows $ 12,127 $ 9,664 |
Schedule of Restricted Cash | Cash, cash equivalents and restricted cash, as presented in the Condensed Consolidated Statements of Cash Flows, consisted of the following: March 31, December 31, 2024 2023 Cash and cash equivalents $ 3,970 $ 11,777 Restricted cash (included in Other assets) 350 350 Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows $ 4,320 $ 12,127 | Cash, cash equivalents and restricted cash, as presented in the Consolidated Statements of Cash Flows, consisted of the following: December 31, December 31, 2023 2022 Cash and cash equivalents $ 11,777 $ 9,414 Restricted cash (included in Other assets) 350 250 Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows $ 12,127 $ 9,664 |
Inventory (Tables)_2
Inventory (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | ||
Summary of Components of Inventory | The components of inventory are summarized as follows: March 31, December 31, 2024 2023 Raw materials $ 790 $ 607 Finished goods 2,123 1,938 Inventory, net $ 2,913 $ 2,545 | The components of inventory at December 31 are summarized as follows: 2023 2022 Raw materials $ 607 $ 753 Finished goods 1,938 718 Inventory, net $ 2,545 $ 1,471 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The estimated aggregate amortization expense for intangible assets subject to amortization for each of the five succeeding fiscal years is as follows: 2024 $ 51 2025 51 2026 51 2027 51 2028 51 Thereafter 858 $ 1,113 | 2024 $ 88 2025 88 2026 88 2027 88 2028 88 Thereafter 687 $ 1,127 |
Accrued Liabilities (Tables)_2
Accrued Liabilities (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Payables and Accruals [Abstract] | ||
Schedule of Accrued Liabilities | Accrued Liabilities consists of the following: March 31, December 31, 2024 2023 Accrued liabilities - clinical trials $ 3,345 $ 3,115 Accrued liabilities 2,992 2,790 Accrued bonus 4,662 3,736 Accrued vacation 353 327 Accrued payroll 37 557 Accrued taxes 34 31 Total accrued liabilities $ 11,423 $ 10,556 | December 31, 2023 2022 Accrued liabilities - clinical trials $ 3,115 $ 410 Accrued liabilities - other $ 2,790 $ 2,495 Accrued incentives 3,736 2,896 Accrued vacation 327 329 Accrued payroll 557 247 Accrued taxes $ 31 $ — $ 10,556 $ 6,377 |
Contingent Earnout Liability _3
Contingent Earnout Liability (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Fair Value Measurement Inputs and Valuation Techniques | Assumptions used in the valuation are described below: March 31, December 31, 2024 2023 Current stock price $ 9.75 $ 8.45 Expected share price volatility 65.0 % 65.0 % Risk-free interest rate 4.3 % 3.9 % Expected term (years) 4.4 4.6 Estimated dividend yield — % — % | December 31, September 30, 2023 2023 Current stock price $ 8.45 $ 5.12 Expected share price volatility 65.0 % 65.0 % Risk-free interest rate 3.9 % 4.6 % Expected term (years) 4.6 4.9 Estimated dividend yield — % — % |
Warrants (Tables)_2
Warrants (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Schedule of Warrants Outstanding | Warrants outstanding at March 31, 2024, and December 31, 2023, are as follows: March 31, December 31, 2024 2023 Public Warrants 8,281,779 8,281,779 Private Placement Warrants 5,933,333 5,933,333 Total warrants 14,215,112 14,215,112 The following table summarizes activity in warrants to purchase common stock in the three months ended March 31, 2024. There was no activity in the three months ended March 31, 2023. Balance at December 31, Retirements / Balance at Series 2023 Exercises Issuances Conversions March 31, 2024 Public Warrants 8,281,779 — — — 8,281,779 Private Placement Warrants 5,933,333 — — — 5,933,333 | December 31, 2023 December 31, 2022 Public Warrants 8,281,779 — Private Placement Warrants 5,933,333 — Series B-3 Warrants — 15,819,000 Total warrants 14,215,112 15,819,000 |
Standby Equity Purchase Agree_5
Standby Equity Purchase Agreement (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Schedule of fair value of contingent liabilities | Valuation assumptions: March 31, 2024 December 31, 2023 Expected draws $ 11,900 $ 5,000 Expected probability of draws 100.0 % 90.0 % Risk-free interest rate 5.5 % 5.4 % | Valuation assumptions: December 31, 2023 October 2, 2023 Expected draws $ 5,000 $ 5,000 Expected probability of draws 90.0 % 90.0 % Risk-free interest rate 5.4 % 4.9 % |
Convertible Preferred Stock (_2
Convertible Preferred Stock (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Equity [Abstract] | ||
Schedule of Convertible Preferred Stock | Balance at Balance at Series December 31, 2023 Issuances March 31, 2024 Series A convertible preferred stock (assuming maximum conversion) $ 25,237,155 $ — $ 25,237,155 Total convertible preferred stock $ 25,237,155 $ — $ 25,237,155 | Convertible preferred stock, net of issuance costs, at December 31, 2023 and 2022, is as follows: December 31, Series 2023 2022 Series A-1 preferred stock, $0.001 par value per share. Authorized, issued outstanding $ — $ 6,065 Series A-2 preferred stock, $0.001 par value per share. Authorized, issued — 8,976 Series A-3 preferred stock, $0.001 par value per share. Authorized issued — 10,611 Series A-4 preferred stock, $0.001 par value per share. Authorized issued — 1,993 Series A-5 preferred stock, $0.001 par value per share. Authorized 734,533 shares; issued — 12,858 Series A-6 preferred stock, $0.001 par value per share. Authorized 805,848 shares; issued — 15,476 Series B preferred stock, $0.001 par value per share. Authorized 7,021,678 shares; issued — 84,528 Series B-1 preferred stock, $0.001 par value per share. Authorized 1,659,672 shares; issued — 23,499 Series B-2 preferred stock, $0.001 par value per share. Authorized 1,765,609 shares; issued — — Series B-3 preferred stock, $0.001 par value per share. Authorized 8,474,924 shares; issued — — Total convertible preferred stock $ — $ 164,006 The following table summarizes activity in convertible preferred stock for the years ended December 31, 2023 and 2022. Balance at Balance at Series January 01, 2022 Issuances December 31, 2022 Series A‑1 $ 6,065 $ — $ 6,065 Series A‑2 8,976 — 8,976 Series A‑3 10,611 — 10,611 Series A‑4 1,993 — 1,993 Series A‑5 12,858 — 12,858 Series A‑6 15,476 — 15,476 Series B 84,528 — 84,528 Series B‑1 20,000 3,499 23,499 Total convertible preferred stock $ 160,507 $ 3,499 $ 164,006 Balance at Retirements / Balance at Series December 31, 2022 Issuances Conversions December 31, 2023 Series A‑1 $ 6,065 $ — $ (6,065) $ — Series A‑2 8,976 — (8,976) — Series A‑3 10,611 — (10,611) — Series A‑4 1,993 — (1,993) — Series A‑5 12,858 — (12,858) — Series A‑6 15,476 — (15,476) — Series B 84,528 109 (84,637) — Series B‑1 23,499 1 (23,500) — Series B‑2 $ — $ — $ — — Series B‑3 $ — $ 39,858 $ (39,858) $ — Total convertible preferred stock $ 164,006 $ 39,968 $ (203,974) $ — |
Net Loss Per Share (Tables)_2
Net Loss Per Share (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | March 31, 2024 2023 Preferred stock 4,015,002 14,897,532 Preferred stock warrants — 1,429,942 Common stock warrants 14,215,112 — Restricted stock units 562,428 — Options to purchase common stock 4,882,418 1,538,083 23,674,960 17,865,557 | The following potentially dilutive securities (in common stock equivalent shares) have been excluded from the computation of diluted weighted-average shares outstanding because such securities have an antidilutive impact due to losses reported: December 31, 2023 2022 Preferred stock 4,015,002 12,330,395 Preferred stock warrants — 2,878,519 Public and private warrants 14,215,112 — Options to purchase common stock 3,666,234 1,671,076 21,896,348 16,879,990 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Share-Based Compensation Plan Balances | March 31, 2024 Authorized Outstanding Available for Issue 2009 Plan 1,570,793 1,570,793 — 2023 Plan 7,970,702 3,874,053 4,096,649 Total 9,541,495 5,444,846 4,096,649 | As of December 31, 2023, the balances under the two plans are below. December 31, 2023 Authorized Outstanding Available for Issue 2009 Plan 1,596,529 1,596,529 — 2023 Plan 5,585,008 2,069,705 3,515,303 Total 7,181,537 3,666,234 3,515,303 |
Nature of Business (Details)_2
Nature of Business (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | 177 Months Ended | 180 Months Ended | 183 Months Ended | |||||||
Oct. 02, 2023 USD ($) | Aug. 10, 2023 USD ($) shares | Apr. 30, 2024 USD ($) shares | Mar. 31, 2024 USD ($) shares | Oct. 31, 2023 USD ($) | Mar. 31, 2024 USD ($) product shares | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) item | Dec. 31, 2022 USD ($) | Sep. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Mar. 31, 2024 USD ($) | Dec. 31, 2021 USD ($) | |
Nature of Business [Line Items] | |||||||||||||
Number of product lines in development | 2 | 2 | |||||||||||
Issuance of stock | $ 3,141 | $ 34,150 | $ 560 | ||||||||||
Proceeds from business combination | $ 36,854 | 36,854 | $ 0 | 36,854 | $ 3,708 | ||||||||
Accumulated deficit | $ 261,596 | 261,596 | 248,377 | 186,358 | 248,377 | 261,596 | |||||||
Proceeds from the issuance of common stock | 3,141 | $ 0 | |||||||||||
Proceeds from the exercise of stock options for common stock | 7 | 50 | 179 | 94 | |||||||||
Cash, cash equivalents and restricted cash, | $ 4,320 | $ 4,320 | $ 7,017 | 12,127 | $ 9,664 | 12,127 | 4,320 | $ 30,301 | |||||
Sale of stock (in shares) | shares | 4,015,002 | 350,000 | |||||||||||
Proceeds from sale of common stock | $ 40,150 | $ 3,141 | |||||||||||
Subsequent Event | |||||||||||||
Nature of Business [Line Items] | |||||||||||||
Sale of stock (in shares) | shares | 400,000 | 350,000 | |||||||||||
Proceeds from sale of common stock | $ 3,602 | $ 3,141 | |||||||||||
Loan Facility | Secured Debt | Subsequent Event | |||||||||||||
Nature of Business [Line Items] | |||||||||||||
Line of credit maximum borrowing capacity | 50,000 | ||||||||||||
Proceeds from lines of credit | $ 25,000 | ||||||||||||
Standby Equity Purchase Agreement | |||||||||||||
Nature of Business [Line Items] | |||||||||||||
Proceeds from the issuance of common stock | $ 3,141 | ||||||||||||
Sale of stock, authorized amount | $ 30,000 | $ 30,000 | $ 30,000 | ||||||||||
Convertible notes and warrants | |||||||||||||
Nature of Business [Line Items] | |||||||||||||
Issuance of stock | $ 57,466 | 57,466 | |||||||||||
Preferred stock | |||||||||||||
Nature of Business [Line Items] | |||||||||||||
Issuance of stock | $ 164,364 | $ 164,364 |
Summary Of Significant Accoun_6
Summary Of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Oct. 02, 2023 | Aug. 10, 2023 | Oct. 31, 2023 | Dec. 31, 2023 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Derivative instrument, contingent consideration, liability, earnout period | 5 years | |||
Purchase agreement period | 24 months | 24 months | ||
Standby Equity Purchase Agreement | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Sale of stock, authorized amount | $ 30,000 | $ 30,000 | $ 30,000 | |
Contingent earnout liability | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Shares unvested (in shares) | 3,125,000 |
Business Combinations (Details)
Business Combinations (Details) - USD ($) $ in Thousands | 12 Months Ended | 180 Months Ended | 183 Months Ended | ||
Aug. 10, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Mar. 31, 2024 | |
Reverse Recapitalization [Line Items] | |||||
Proceeds from transaction | $ 42,854 | ||||
Proceeds from MTAC trust account | 2,704 | ||||
Proceeds from private placement | 40,150 | ||||
Expenses related to business combination | 1,742 | $ 1,116 | $ 0 | ||
Proceeds from business combination | 36,854 | $ 36,854 | $ 0 | $ 36,854 | $ 3,708 |
Transaction costs incurred | 6,069 | ||||
Transaction costs paid from proceeds | $ 4,327 | ||||
Exchange ratio (in shares) | 0.02471853 | ||||
Stock converted, reverse recapitalization (in shares) | 21,999,886 | ||||
MedTech Acquisition Corporation | |||||
Reverse Recapitalization [Line Items] | |||||
Expenses related to business combination | $ 6,000 |
Financial Instruments - Narra_2
Financial Instruments - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Oct. 02, 2023 | Aug. 11, 2023 | Aug. 10, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Warrants outstanding (in shares) | 14,215,112 | 14,215,112 | 14,266,605 | 14,266,605 | 15,819,000 | |
Exercise price of warrants (in dollars per share) | $ 11.50 | |||||
Warrant and SEPA liabilities | $ 14,580 | $ 17,100 | $ 28,927 | $ 369 | ||
Contingent earnout liability | 22,620 | 18,632 | $ 28,927 | $ 0 | ||
SEPA derivative liability | 14,214 | 16,916 | ||||
SEPA derivative liability | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
SEPA derivative liability | $ 366 | $ 185 | $ 183 | |||
Public Warrants | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Warrants outstanding (in shares) | 8,281,779 | 8,281,779 | 8,333,272 | |||
Exercise price of warrants (in dollars per share) | $ 11.50 | $ 11.50 | ||||
Warrant and SEPA liabilities | $ 8,281 | $ 9,855 | $ 1,500 | |||
Closing price (in dollars per share) | $ 0.18 | |||||
Private Placement Warrants | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Warrants outstanding (in shares) | 5,933,333 | 5,933,333 | 5,933,333 | |||
Warrant and SEPA liabilities | $ 5,933 | $ 7,061 | $ 1,068 | |||
SPAC Warrants | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Warrant and SEPA liabilities | $ 14,214 | $ 2,568 |
Financial Instruments - Summa_2
Financial Instruments - Summary of Changes in Fair Value of Outstanding Warrant and Tranche Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | $ 16,916 | ||
Change in Unrealized (Gains) Losses | (2,702) | $ (10,295) | |
Issuances (Settlements) | 0 | ||
Ending balance | 14,214 | 16,916 | |
Public Warrants | Level 1 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | 9,855 | ||
Change in Unrealized (Gains) Losses | (1,574) | ||
Issuances (Settlements) | 0 | ||
Ending balance | 8,281 | 9,855 | |
Private Placement Warrants | Level 2 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | 7,061 | ||
Change in Unrealized (Gains) Losses | (1,128) | ||
Issuances (Settlements) | 0 | ||
Ending balance | 5,933 | 7,061 | |
Contingent earnout liability | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | 18,632 | ||
Change in Unrealized (Gains) Losses | 3,988 | (10,295) | |
Issuances (Settlements) | 0 | 28,927 | |
Net Transfer In (Out) of Level 3 | 0 | ||
Ending balance | 22,620 | 18,632 | |
SEPA derivative liability | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | 185 | ||
Change in Unrealized (Gains) Losses | 181 | 2 | |
Issuances (Settlements) | 0 | 183 | |
Net Transfer In (Out) of Level 3 | 0 | ||
Ending balance | 366 | 185 | |
Warrant liability | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | $ 16,916 | $ 369 | 369 |
Change in Unrealized (Gains) Losses | (1) | 14,368 | |
Issuances (Settlements) | (106) | 2,548 | |
Net Transfer In (Out) of Level 3 | 0 | ||
Ending balance | 262 | 16,916 | |
Series B-2 tranche liabilities | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | 4,702 | 4,702 | |
Change in Unrealized (Gains) Losses | (608) | ||
Issuances (Settlements) | (881) | ||
Net Transfer In (Out) of Level 3 | 0 | ||
Ending balance | 3,213 | ||
Series B-3 warrant liabilities | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | 15,819 | 15,819 | |
Change in Unrealized (Gains) Losses | (1,812) | ||
Issuances (Settlements) | (6,880) | ||
Net Transfer In (Out) of Level 3 | 0 | ||
Ending balance | 7,127 | ||
Settlements | 11,527 | 25,409 | |
Issuances | $ 4,647 | $ 14,701 |
Cash, Cash Equivalents and Re_6
Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Abstract] | |||||
Cash and cash equivalents | $ 3,970 | $ 11,777 | $ 9,414 | ||
Restricted cash (included in Other assets) | 350 | 350 | 250 | ||
Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows | $ 4,320 | $ 12,127 | $ 7,017 | $ 9,664 | $ 30,301 |
Inventory (Details)_2
Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 790 | $ 607 | $ 753 |
Finished goods | 2,123 | 1,938 | 718 |
Inventory, net | 2,913 | 2,545 | 1,471 |
Reserve for excess or obsolete inventory | $ 211 | $ 117 | $ 43 |
Intangible Assets - Narrative (
Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 13 | $ 22 | $ 22 | $ 122 |
Impairment expense | $ 0 | $ 0 | $ 190 | $ 0 |
Patents | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible asset, useful life | 20 years | 20 years |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Future Amortization Expense (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
2024 | $ 51 | ||
2025 | 51 | $ 88 | |
2026 | 51 | 88 | |
2027 | 51 | 88 | |
2028 | 51 | 88 | |
Thereafter | 858 | ||
Intangible assets, net | $ 1,113 | $ 1,127 | $ 802 |
Accrued Liabilities (Details)_2
Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | |||
Accrued liabilities - clinical trials | $ 3,345 | $ 3,115 | $ 410 |
Accrued liabilities | 2,992 | 2,790 | 2,495 |
Accrued bonus | 4,662 | 3,736 | 2,896 |
Accrued vacation | 353 | 327 | 329 |
Accrued payroll | 37 | 557 | 247 |
Accrued taxes | 34 | 31 | 0 |
Total accrued liabilities | $ 11,423 | $ 10,556 | $ 6,377 |
Contingent Earnout Liability _4
Contingent Earnout Liability - Narrative (Details) | 3 Months Ended | 12 Months Ended | ||||||||
Aug. 10, 2023 USD ($) $ / shares | Aug. 10, 2023 USD ($) $ / shares shares | Aug. 10, 2023 USD ($) $ / shares | Aug. 10, 2023 USD ($) item $ / shares | Aug. 10, 2023 USD ($) D $ / shares | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Sep. 30, 2023 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||||
Derivative instrument, contingent consideration, liability, earnout period | 5 years | 5 years | 5 years | 5 years | 5 years | |||||
Warrant and SEPA liabilities | $ 28,927,000 | $ 28,927,000 | $ 28,927,000 | $ 28,927,000 | $ 28,927,000 | $ 14,580,000 | $ 17,100,000 | $ 369,000 | ||
Contingent earnout liability | $ 28,927,000 | $ 28,927,000 | $ 28,927,000 | $ 28,927,000 | $ 28,927,000 | 22,620,000 | 18,632,000 | 0 | ||
Change in fair value of SEPA and warrant liabilities | $ 2,521,000 | $ 2,421,000 | $ (10,855,000) | $ (2,186,000) | ||||||
Estimated dividend yield | ||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||||
Contingent earnout liability, measurement input | 0 | 0 | 0 | |||||||
Minimum | ||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||||
Earnout period, threshold trading days | 20 | 20 | ||||||||
Earnout period, threshold consecutive trading days | 20 | |||||||||
Maximum | ||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||||
Earnout period, threshold consecutive trading days | 30 | 30 | ||||||||
Tranche One | ||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||||
Earnout shares vesting percentage | 25 | |||||||||
Earnout shares vesting requirement, weighted average price per share (in dollars per share) | $ / shares | $ 15 | $ 15 | $ 15 | $ 15 | $ 15 | |||||
Tranche Two | ||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||||
Earnout shares vesting percentage | 25 | |||||||||
Earnout shares vesting requirement, weighted average price per share (in dollars per share) | $ / shares | 20 | 20 | $ 20 | 20 | 20 | |||||
Tranche Three | ||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||||
Earnout shares vesting percentage | 25 | |||||||||
Earnout shares vesting requirement, weighted average price per share (in dollars per share) | $ / shares | 25 | 25 | $ 25 | 25 | 25 | |||||
Tranche Four | ||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||||
Earnout shares vesting percentage | 25 | |||||||||
Earnout shares vesting requirement, weighted average price per share (in dollars per share) | $ / shares | $ 30 | $ 30 | $ 30 | $ 30 | $ 30 | |||||
Contingent earnout liability | ||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||||
Shares unvested (in shares) | shares | 3,125,000 | |||||||||
Contingent earnout liability | ||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||||
Change in fair value of SEPA and warrant liabilities | $ 3,988,000 |
Contingent Earnout Liability _5
Contingent Earnout Liability - Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate (Details) | Mar. 31, 2024 Y $ / shares | Dec. 31, 2023 Y $ / shares | Sep. 30, 2023 $ / shares Y |
Current stock price | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent earnout liability, measurement input | $ / shares | 9.75 | 8.45 | 5.12 |
Expected share price volatility | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent earnout liability, measurement input | 65 | 65 | 65 |
Risk-free interest rate | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent earnout liability, measurement input | 4.3 | 3.9 | 4.6 |
Expected term (years) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent earnout liability, measurement input | Y | 4.4 | 4.6 | 4.9 |
Estimated dividend yield | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent earnout liability, measurement input | 0 | 0 | 0 |
Warrants - Schedule of Warran_2
Warrants - Schedule of Warrants Outstanding (Details) - shares | Mar. 31, 2024 | Dec. 31, 2023 | Aug. 11, 2023 | Aug. 10, 2023 | Dec. 31, 2022 |
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding (in shares) | 14,215,112 | 14,215,112 | 14,266,605 | 14,266,605 | 15,819,000 |
Public Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding (in shares) | 8,281,779 | 8,281,779 | 8,333,272 | ||
Private Placement Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding (in shares) | 5,933,333 | 5,933,333 | 5,933,333 |
Warrants - Narrative (Details_2
Warrants - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2024 USD ($) D $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) D $ / shares shares | Dec. 31, 2022 USD ($) shares | Sep. 30, 2023 shares | Aug. 11, 2023 shares | Aug. 10, 2023 USD ($) $ / shares shares | |
Class of Warrant or Right [Line Items] | |||||||
Warrants outstanding (in shares) | 14,215,112 | 14,215,112 | 14,215,112 | 15,819,000 | 14,266,605 | 14,266,605 | |
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.50 | ||||||
Payments for repurchase of warrants | $ | $ 20 | $ 0 | |||||
Class of warrant or right, threshold number of days for warrants to be transferable | 30 days | 30 days | |||||
Warrant and SEPA liabilities | $ | $ 14,580 | $ 17,100 | $ 17,100 | $ 369 | $ 28,927 | ||
Public Warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants outstanding (in shares) | 8,281,779 | 8,281,779 | 8,281,779 | 8,333,272 | |||
Class of warrant or right, number of securities called by each warrant or right (in shares) | 8,333,272 | 8,333,272 | 1 | 1 | |||
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | $ 11.50 | ||||
Warrants repurchased (in shares) | 51,493 | 51,493 | |||||
Payments for repurchase of warrants | $ | $ 20 | $ 20 | |||||
Public warrants, term | 5 years | ||||||
Class of warrant or right, redemption price (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||||
Warrant redemption condition, share price (in dollars per share) | $ / shares | $ 18 | $ 18 | |||||
Class of warrant or right, conversion terms, threshold trading days | D | 20 | 20 | |||||
Class of warrant or right, conversion terms, threshold consecutive trading days | D | 30 | 30 | |||||
Warrant and SEPA liabilities | $ | $ 8,281 | $ 9,855 | $ 9,855 | $ 1,500 | |||
Public Warrants | Minimum | |||||||
Class of Warrant or Right [Line Items] | |||||||
Threshold number of business days before sending notice of redemption to warrant holders | D | 30 | 30 | |||||
Private Placement Warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants outstanding (in shares) | 5,933,333 | 5,933,333 | 5,933,333 | 5,933,333 | |||
Class of warrant or right, number of securities called by each warrant or right (in shares) | 5,933,333 | 5,933,333 | |||||
Warrant and SEPA liabilities | $ | $ 5,933 | $ 7,061 | $ 7,061 | $ 1,068 |
Warrants - Schedule of Warrant
Warrants - Schedule of Warrant Activity (Details) - shares | Mar. 31, 2024 | Dec. 31, 2023 | Aug. 11, 2023 | Aug. 10, 2023 |
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding, beginning balance (in shares) | 14,215,112 | 14,266,605 | 14,266,605 | 15,819,000 |
Warrants outstanding, ending balance (in shares) | 14,215,112 | 14,215,112 | 14,266,605 | 14,266,605 |
Public Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding, beginning balance (in shares) | 8,281,779 | 8,333,272 | ||
Warrants outstanding, ending balance (in shares) | 8,281,779 | 8,281,779 | 8,333,272 | |
Private Placement Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding, beginning balance (in shares) | 5,933,333 | 5,933,333 | ||
Warrants outstanding, ending balance (in shares) | 5,933,333 | 5,933,333 | 5,933,333 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |||
Effective federal tax rate | 0% | 0% | 0% |
Dynavax Purchase (Details)_2
Dynavax Purchase (Details) - Dynavax Technologies $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) | Jul. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jul. 31, 2020 USD ($) | Mar. 31, 2024 USD ($) Milestone | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2023 USD ($) item | Dec. 31, 2022 USD ($) | |
Asset Acquisition [Line Items] | ||||||||||
Upfront payment | $ 9,000 | $ 9,000 | ||||||||
Payment for asset acquisition | $ 4,000 | $ 5,000 | $ 4,000 | $ 5,000 | ||||||
Number of commercial milestones | 4 | 4 | ||||||||
Maximum aggregate milestone payments per development milestone | $ 170,000 | $ 170,000 | ||||||||
Royalties as a percentage of net sales, under sales threshold | 10 | 0.10 | ||||||||
Royalties, sales threshold amount | $ 1,000,000 | $ 1,000,000 | ||||||||
Royalties as a percentage of sales, over threshold amount | 12 | 0.12 | ||||||||
Commercial Milestone | ||||||||||
Asset Acquisition [Line Items] | ||||||||||
Maximum aggregate milestone payments per development milestone | $ 80,000 | $ 80,000 | ||||||||
Minimum | ||||||||||
Asset Acquisition [Line Items] | ||||||||||
Payments for milestone | $ 1,000 | 1,000 | 1,000 | $ 1,000 | ||||||
Maximum | ||||||||||
Asset Acquisition [Line Items] | ||||||||||
Payments for milestone | $ 10,000 | $ 10,000 |
Standby Equity Purchase Agree_6
Standby Equity Purchase Agreement - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Oct. 02, 2023 USD ($) $ / shares shares | Aug. 10, 2023 USD ($) shares | Apr. 30, 2024 USD ($) shares | Mar. 31, 2024 USD ($) $ / shares shares | Oct. 31, 2023 USD ($) | Mar. 31, 2024 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Purchase agreement period | 24 months | 24 months | |||||
Purchase agreement, number of trading days used for measurement of market price | 3 days | ||||||
Purchase agreement, ownership limitation | 4.99 | ||||||
Standby equity purchase agreement, maximum allowable percentage of outstanding common stock | 19.99 | ||||||
SEPA derivative liability | $ 14,214 | $ 14,214 | $ 16,916 | ||||
Change in unrealized loss | $ (2,702) | $ (10,295) | |||||
Sale of stock (in shares) | shares | 4,015,002 | 350,000 | |||||
Proceeds from sale of common stock | $ 40,150 | $ 3,141 | |||||
Subsequent Event | |||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||||
Sale of stock (in shares) | shares | 400,000 | 350,000 | |||||
Proceeds from sale of common stock | $ 3,602 | $ 3,141 | |||||
Expected draws | |||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||||
Expected draws | 5,000 | 11,900 | 11,900 | 5,000 | |||
SEPA derivative liability | |||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||||
SEPA derivative liability | $ 183 | $ 366 | $ 366 | $ 185 | |||
Change in unrealized loss | $ 181 | 2 | |||||
Standby Equity Purchase Agreement | |||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||||
Sale of stock, authorized amount | $ 30,000 | $ 30,000 | 30,000 | ||||
Purchase agreement, maximum shares allowed, percentage of average daily volume | 100 | ||||||
Purchase agreement, number of days used for measurement of average daily trading volume | 10 days | ||||||
Maximum shares of common stock allowed under Purchase Agreement (in shares) | shares | 1,000,000 | ||||||
Purchase agreement, sales price, percentage of market price | 96 | ||||||
Purchase agreement, sales price, percentage of market price during three consecutive trading days | 97 | ||||||
Common stock, shares authorized, standby equity purchase agreement (in shares) | shares | 5,260,704 | ||||||
SEPA derivative liability | $ 183 | 185 | |||||
Change in unrealized loss | $ (2) |
Standby Equity Purchase Agree_7
Standby Equity Purchase Agreement - Expected Volatility (Details) $ in Thousands | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | Oct. 02, 2023 USD ($) |
Expected draws | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative liability, measurement input | 11,900 | 5,000 | 5,000 |
Expected probability of draws | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative liability, measurement input | 1 | 0.900 | 0.900 |
Risk-free interest rate | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative liability, measurement input | 0.055 | 0.054 | 0.049 |
Debt (Details)
Debt (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | ||
Apr. 30, 2024 | Apr. 30, 2024 | Aug. 10, 2023 | |
Debt Instrument [Line Items] | |||
Exercise price of warrants (in dollars per share) | $ 11.50 | ||
Subsequent Event | |||
Debt Instrument [Line Items] | |||
Warrants issued in the period (in shares) | 130,805 | ||
Exercise price of warrants (in dollars per share) | $ 9.5562 | $ 9.5562 | |
Delayed draw commitment amount, percentage used in calculation in issuance of additional warrants | 5% | 5% | |
Warrant expiration period | 7 years | ||
Loan Facility | Secured Debt | Subsequent Event | |||
Debt Instrument [Line Items] | |||
Line of credit maximum borrowing capacity | $ 50,000 | $ 50,000 | |
Proceeds from lines of credit | 25,000 | ||
Loan Facility, Initial Commitment Amount | Secured Debt | Subsequent Event | |||
Debt Instrument [Line Items] | |||
Line of credit maximum borrowing capacity | 25,000 | 25,000 | |
Proceeds from lines of credit | 25,000 | ||
Loan Facility, June 30, 2025 | Secured Debt | Subsequent Event | |||
Debt Instrument [Line Items] | |||
Line of credit maximum borrowing capacity | 10,000 | 10,000 | |
Loan Facility, December 31, 2025 | Secured Debt | Subsequent Event | |||
Debt Instrument [Line Items] | |||
Line of credit maximum borrowing capacity | $ 15,000 | $ 15,000 |
Convertible Preferred Stock -_2
Convertible Preferred Stock - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Aug. 10, 2023 | Aug. 09, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Temporary Equity [Line Items] | ||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | ||
Preferred stock available for future issuance (in shares) | 5,984,998 | |||
Undeclared cumulative dividends | $ 2,059 | |||
Automatic conversion, anniversary | 4 years | |||
Conversion price, first automatic reset | 18 months | |||
Conversion price, second automatic reset | 47 months | |||
Series A Convertible Preferred Stock, floor conversion price (in dollars per share) | $ 2.10 | |||
Number of trading days, VWAP | 10 days | |||
Liquidation preference (in dollars per share) | $ 10 | $ 10 | ||
Series A Convertible Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Issuances (in shares) | 4,015,002 | |||
Original issue price (in dollars per share) | $ 10 | $ 10 | ||
Proceeds from the issuance of preferred stock | $ 40,150 | |||
Preferred stock, shares authorized (in shares) | 10,000,000 | |||
Preferred stock, dividend rate, percentage | 8% | 8% | 8% | |
Liquidation preference (in dollars per share) | $ 10 | $ 10 |
Convertible Preferred Stock -_3
Convertible Preferred Stock - Summary of Convertible Preferred Stock (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Temporary Equity [Line Items] | |||
Convertible preferred stock, beginning balance | $ 25,237,155 | $ 164,006 | $ 160,507 |
Issuances | 0 | 39,968 | 3,499 |
Convertible preferred stock, ending balance | 25,237,155 | 25,237,155 | $ 164,006 |
Series A Convertible Preferred Stock | |||
Temporary Equity [Line Items] | |||
Convertible preferred stock, beginning balance | 25,237,155 | ||
Issuances | 0 | ||
Convertible preferred stock, ending balance | $ 25,237,155 | $ 25,237,155 |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Antidilutive Securities (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 23,674,960 | 17,865,557 | 21,896,348 | 16,879,990 |
Preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 4,015,002 | 14,897,532 | 4,015,002 | 12,330,395 |
Preferred stock warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 1,429,942 | 0 | 2,878,519 |
Common stock warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 14,215,112 | 0 | 14,215,112 | 0 |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 562,428 | 0 | ||
Options to purchase common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 4,882,418 | 1,538,083 | 3,666,234 | 1,671,076 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Jan. 01, 2024 shares | Mar. 31, 2024 USD ($) plan $ / shares shares | Dec. 31, 2023 USD ($) plan $ / shares shares | Dec. 31, 2022 shares | Aug. 11, 2023 shares | Dec. 31, 2021 shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Number of equity incentive plans | plan | 2 | 2 | ||||
Options and RSU's outstanding (in shares) | 9,541,495 | 2,816,224 | ||||
Additional number of shares authorized (in shares) | 2,419,316 | |||||
Options granted (in shares) | 1,316,093 | |||||
Options, weighted average fair value (in dollars per share) | $ / shares | $ 5.36 | |||||
Stock options exercise price, percentage of fair value | 100% | 100% | ||||
Common stock reserved for future issuance (in shares) | 48,081,610 | 19,194,622 | ||||
2009 Plan | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Stock options outstanding (in shares) | 1,506,620 | 1,532,356 | 1,671,076 | 1,307,080 | ||
Restricted stock units outstanding (in shares) | 64,173 | |||||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | 10 years | ||||
Unrecognized compensation expense, options | $ | $ 836 | |||||
Unrecognized compensation expense, RSUs | $ | $ 554 | |||||
Unrecognized compensation expense, recognition period | 1 year 7 months 6 days | 1 year 6 months | ||||
Options and RSU's outstanding (in shares) | 1,570,793 | |||||
Options granted (in shares) | 279,306 | 550,049 | ||||
Options, weighted average fair value (in dollars per share) | $ / shares | $ 5.60 | |||||
Unrecognized compensation expense | $ | $ 873 | |||||
2009 Plan | Minimum | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share-based payment arrangement, contractual term | 1 year | 1 year | ||||
2009 Plan | Maximum | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share-based payment arrangement, contractual term | 4 years | 4 years | ||||
2023 Plan | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Stock options outstanding (in shares) | 2,069,705 | 0 | 0 | |||
Unrecognized compensation expense, options | $ | $ 12,852 | |||||
Unrecognized compensation expense, recognition period | 3 years 6 months | 3 years 7 months 6 days | ||||
Options and RSU's outstanding (in shares) | 8,004,324 | 7,970,702 | 5,585,008 | |||
Share reserve increase, number of years | 10 years | |||||
Additional number of shares authorized (in shares) | 5,585,008 | |||||
Options granted (in shares) | 2,100,307 | 0 | ||||
Options, weighted average fair value (in dollars per share) | $ / shares | $ 4.08 | |||||
Unrecognized compensation expense | $ | $ 7,766 | |||||
Restricted stock units | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share-based payment arrangement, contractual term | 4 years | |||||
Unrecognized compensation expense, recognition period | 1 year 6 months | |||||
RSUs granted (in shares) | 498,255 | 184,018 | ||||
RSU weighted average fair value (in dollars per share) | $ / shares | $ 9.46 | $ 10.30 | ||||
Unrecognized compensation expense | $ | $ 609 | |||||
Restricted stock units | 2023 Plan | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Unrecognized compensation expense | $ | $ 4,547 | |||||
Employee Stock | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Common stock reserved for future issuance (in shares) | 2,350,530 | 1,396,252 | ||||
Share-based compensation arrangement by share-based payment award, automatic increase period | 10 years | 10 years | ||||
Share-based compensation arrangement by share-based payment award, automatic increase, percentage of total shares | 2 | 0.02 | ||||
Share-based compensation arrangement by share-based payment award, automatic increase, percentage of initial share reserve | 200 | 2 | ||||
Increase in common stock reserve for future issuance (in shares) | 954,278 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - shares | Mar. 31, 2024 | Jan. 01, 2024 | Dec. 31, 2023 | Aug. 11, 2023 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Authorized (in shares) | 9,541,495 | 2,816,224 | ||
Outstanding (in shares) | 5,444,846 | |||
Available for Issue (in shares) | 4,096,649 | |||
2009 Plan | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Authorized (in shares) | 1,570,793 | |||
Outstanding (in shares) | 1,570,793 | |||
Available for Issue (in shares) | 0 | |||
2023 Plan | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Authorized (in shares) | 7,970,702 | 8,004,324 | 5,585,008 | |
Outstanding (in shares) | 3,874,053 | |||
Available for Issue (in shares) | 4,096,649 |