Restatement of Previously Issued Consolidated Financial Statements | 3. Restatement of Previously Issued Consolidated Financial Statements On January 30, 2024, the Audit Committee of the Board of Directors of the Company, after discussions with the Company's management and its current and former independent registered public accounting firms, determined that the Company’s (i) audited financial statements included in the Company’s Annual Reports on Form 10-K for the periods ended December 31, 2022, 2021, and 2020 (the "Audited Financial Statements"), filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 18, 2023 (the “Original Form 10-K”), and (ii) unaudited financial statements included in each of the Company’s Quarterly Reports on Form 10-Q for the periods ending September 30, 2022 and June 30, 2022 (the "unaudited Financial Statements," and together with the Audited Financial Statements, the "Financial Statements"), filed with the SEC on April 18, 2023 and August 26, 2022, respectively, as well as the Registration Statements on Forms S-1 and S-4 (Registration Nos. 333-269732, 333-267126, 333-267124 and 333-263573) initially filed with the SEC on February 13, 2023, August 29, 2022, August 29, 2022, and March 15, 2022, respectively which include the Financial Statements (collectively, the “Affected Periods”), as well as the relevant portions of any communication which describe or are based on the Financial Statements, should no longer be relied upon. This Note discloses the nature of the restatement adjustments and discloses the cumulative effects of these adjustments on the consolidated balance sheets, statements of operations, and statements of cash flows for the fiscal years included in the Original Form 10-K. The consolidated statements of stockholders’ (deficit) equity for the fiscal years ended December 31, 2022, 2021, and 2020 have also been restated for the correction to net loss. Description of Restatement Adjustments The restatement is related solely to the accounting treatment for certain government assistance arrangements with SIF and TPC that originated prior to 2021 in the form of conditionally repayable loans with below-market interest rates (the "Arrangements"). In connection with the preparation of the financial statements for fiscal year 2023, it was determined that the Arrangements were not properly accounted for. The Company initially accounted for these arrangements by analogizing to IAS 20 and IFRS 9, under which the fair value of the interest rate subsidy is recognized as income and the amount repayable is discounted by imputing a market rate of interest. During the preparation of the financial statements for fiscal year 2023, the Company determined that the debt-like characteristics of the Arrangements placed them in the scope of US GAAP guidance that precludes imputation of interest where interest rates are affected by tax attributes or legal restrictions prescribed by a governmental agency. As such, the Company restated other income from government assistance and interest expense on the consolidated statements of operations and comprehensive loss and research incentives receivable and loans payable on the consolidated balance sheets to eliminate the effect of non-cash interest imputation. In addition to revenue projections, the revenue-based formula that determines the cash repayments under the SIF Loan requires other inputs, including the compound annual growth rate. An error related to the compound annual growth rate input in the estimation of debt repayment cash flows was also corrected. In addition, the Company previously recognized the loan payable and government assistance receivable as of each date a funding tranche was approved by the lender. The restated consolidated financial statements have been corrected to recognize the loan payable as of the date cash was received. The effects of the restatement, including the related income tax impacts are reflected in the impacted tables and footnotes throughout these consolidated financial statements in this Amendment No. 1. The restatement adjustments and their impacts on the previously issued consolidated financial statements included in the Original Form 10-K are described below. Consolidated Financial Statements - Restatement Reconciliation Tables In light of the foregoing, in accordance with ASC 250, Accounting Changes and Error Corrections, we are restating the previously issued consolidated financial statements as of fiscal years 2022 and 2021, and for fiscal years 2022, 2021, and 2020, to reflect the effects of the restatement adjustments, and to make certain corresponding disclosures. In the following tables, we have presented a reconciliation of our consolidated balance sheets, statements of operations, and cash flows as previously reported for these prior periods to the restated and revised amounts. Financial statement line items and subtotals that were not impacted by the restatement adjustments have been omitted for enhanced clarity. Summary of Restatement - Consolidated Balance Sheets As of December 31, 2022 As of December 31, 2021 (In thousands) As Previously Reported Restatement Adjustments As Restated As Previously Reported Restatement Adjustments As Restated Receivable research incentives $ 264 $ — $ 264 $ 4,774 $ (3,142) $ 1,632 Total current assets 13,925 — 13,925 19,158 (3,142) 16,016 Total assets 26,947 — 26,947 32,610 (3,142) 29,468 Accrued expenses and other current liabilities (1) 6,687 — 6,687 3,614 (20) 3,594 Loans payable, net, current 1,671 192 1,863 220 173 393 Total current liabilities 15,848 192 16,040 10,295 153 10,448 Loans payable, net, noncurrent 7,811 23,357 31,168 12,233 18,081 30,314 Total liabilities 32,861 23,549 56,410 29,590 18,234 47,824 Accumulated deficit (376,797) (23,549) (400,346) (325,268) (21,376) (346,644) Total stockholders' equity (deficit) (5,914) (23,549) (29,463) 3,020 (21,376) (18,356) Total liabilities and stockholders’ equity (deficit) 26,947 — 26,947 32,610 (3,142) 29,468 (1) The adjustment to accrued expenses relates to an immaterial over-funding of the loan that was ultimately refunded to the lender. As of December 31, 2020 (In thousands) As Previously Reported Restatement Adjustments As Restated Receivable research incentives $ 15,585 $ (11,661) $ 3,924 Total current assets 41,284 (11,661) 29,623 Total assets 47,461 (11,661) 35,800 Loans payable, net, current 355 — 355 Total current liabilities 11,971 — 11,971 Loans payable, net, noncurrent 1,321 287 1,608 Total liabilities 14,732 287 15,019 Accumulated deficit (293,723) (11,948) (305,671) Total stockholders' equity 32,729 (11,948) 20,781 Total liabilities and stockholders’ equity 47,461 (11,661) 35,800 Summary of Restatement - Consolidated Statements of Operations Year Ended December 31, 2022 (In thousands, except share and per share data) As Previously Reported Restatement Adjustments As Restated Loss from operations $ (59,458) $ — $ (59,458) Other income (expense), net: Interest expense (4,633) 2,298 (2,335) Non-cash interest income on SIF 5,673 (5,673) — Other income, net 1,345 1,202 2,547 Total other income, net 7,929 (2,173) 5,756 Net loss (51,529) (2,173) (53,702) Net loss per share, basic and diluted (0.43) (0.02) (0.45) Weighted-average shares * used in computing net loss per share, basic and diluted 119,647,777 — 119,647,777 Net comprehensive loss (51,488) (2,173) (53,661) Year Ended December 31, 2021 (In thousands, except share and per share data) As Previously Reported Restatement Adjustments As Restated Loss from operations $ (38,948) $ — $ (38,948) Other income (expense), net: Interest expense (1,728) (2,285) (4,013) Government assistance 7,167 (7,167) — Other income, net 801 24 825 Total other income, net 7,403 (9,428) (2,025) Net loss (31,545) (9,428) (40,973) Net loss per share, basic and diluted (0.25) (0.08) (0.33) Weighted-average shares * used in computing net loss per share, basic and diluted 125,342,746 — 125,342,746 Net comprehensive loss (31,530) (9,428) (40,958) Year Ended December 31, 2020 (In thousands, except share and per share data) As Previously Reported Restatement Adjustments As Restated Loss from operations $ (31,467) $ — $ (31,467) Other income (expense), net: Interest expense (5,257) 79 (5,178) Government assistance 12,027 (12,027) — Other income, net 2,969 — 2,969 Total other income, net 21,448 (11,948) 9,500 Net loss (10,019) (11,948) (21,967) Net loss per share, basic and diluted (0.08) (0.09) (0.17) Weighted-average shares * used in computing net loss per share, basic and diluted 127,161,731 — 127,161,731 Net comprehensive loss (10,101) (11,948) (22,049) Summary of Restatement - Consolidated Statements of Cash Flows Year Ended December 31, 2022 (In thousands) As Previously Reported Restatement Adjustments As Restated Net loss $ (51,529) $ (2,173) $ (53,702) Adjustments to reconcile net loss to cash used in operating activities: Non-cash interest expense on government payable 2,483 (2,298) 185 Non-cash interest income on SIF (5,673) 5,673 — Unrealized foreign exchange gain (1,257) (1,202) (2,459) Net cash used in operating activities (45,226) — (45,226) Net cash used in investing activities (498) — (498) Net cash provided by financing activities 43,265 — 43,265 Effect of exchange rate changes on cash and cash equivalents 41 — 41 Year Ended December 31, 2021 (In thousands) As Previously Reported Restatement Adjustments As Restated Net loss $ (31,545) $ (9,428) $ (40,973) Adjustments to reconcile net loss to cash used in operating activities: Non-cash interest expense on government payable 1,722 2,285 4,007 Government assistance (7,140) 7,140 — Unrealized foreign exchange gain (100) 23 (77) Change in operating assets and liabilities: Accrued expenses and other current liabilities 578 (20) 558 Net cash used in operating activities (34,800) — (34,800) Net cash used in investing activities (1,999) — (1,999) Net cash provided by financing activities 24,913 — 24,913 Effect of exchange rate changes on cash and cash equivalents 34 — 34 Year Ended December 31, 2020 (In thousands) As Previously Reported Restatement Adjustments As Restated Net loss $ (10,019) $ (11,948) $ (21,967) Adjustments to reconcile net loss to cash used in operating activities: Non-cash interest expense on government payable 137 (79) 58 Government assistance (12,027) 12,027 — Net cash used in operating activities (29,287) — (29,287) Net cash used in investing activities (789) — (789) Net cash provided by financing activities 43,144 — 43,144 Effect of exchange rate changes on cash and cash equivalents (13) — (13) |