ProSomnus (OSA) 10-Q 31 Jul 24 2024 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2024	Jul. 29, 2024
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	001-41567
Entity Registrant Name	PROSOMNUS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	88-2978216
Entity Address, Address Line One	5675 Gibraltar Drive
Entity Address, City or Town	Pleasanton
Entity Address State Or Province	CA
Entity Address, Postal Zip Code	94588
City Area Code	844
Local Phone Number	537-5337
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		17,394,064
Entity Central Index Key	0001934064
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Common Stock
Document and Entity Information
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	OSA
Security Exchange Name	NASDAQ
Warrant
Document and Entity Information
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Common Stock for $11.50 per share
Trading Symbol	OSAAW
Security Exchange Name	NASDAQ

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash	$ 4,605	$ 6,363
Restricted cash	700	700
Accounts receivable, net	4,521	3,839
Inventory	1,472	2,039
Prepaid expenses and other current assets	3,592	1,369
Total current assets	14,890	14,310
Property and equipment, net	3,025	3,358
Finance lease right-of-use assets	3,346	3,265
Operating lease right-of-use assets	4,892	5,069
Other assets	250	285
Total assets	26,403	26,287
Current liabilities:
Accounts payable	2,608	4,047
Accrued expenses and other current liabilities	4,194	6,756
Equipment financing obligation	60	57
Finance lease liabilities	1,086	1,052
Operating lease liabilities	333	304
Senior Convertible Notes at fair value, current portion		2,125
Debtor-in-possession (DIP) Facility	11,738
Total current liabilities	20,019	14,341
Equipment financing obligation, net of current portion	98	129
Finance lease liabilities, net of current portion	2,144	2,009
Operating lease liabilities, net of current portion	5,044	5,221
Senior Convertible Notes at fair value, net of current portion		12,152
Subordinated Convertible Notes at fair value		18,320
Earnout and warrant liabilities		716
Total liabilities not subject to compromise	27,305	52,888
Liabilities subject to compromise (Note 8)	36,572
Total liabilities	63,877	52,888
Commitments and contingencies
Redeemable Convertible Series A Preferred Stock, $0.0001 par value, stated value $1,000; 25,000 shares designated at June 30, 2024 and December 31, 2023; 9,436 shares issued and outstanding at June 30, 2024 and December 31, 2023; liquidation preference of $14,154 at June 30, 2024 and December 31, 2023	11,555	11,555
Stockholders' deficit:
Preferred stock, $0.0001 par value, 1,500,000 shares authorized at June 30, 2024 and December 31, 2023; no shares issued or outstanding
Common Stock, $0.0001 par value, 150,000,000 shares authorized at June 30, 2024 and December 31, 2023; 17,394,064 and 17,388,599 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	2	2
Additional paid-in capital	197,598	196,731
Accumulated deficit	(246,629)	(234,889)
Total stockholders' deficit	(49,029)	(38,156)
Total liabilities, redeemable convertible preferred stock and stockholders' deficit	$ 26,403	$ 26,287

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Redeemable Series A convertible preferred stock, shares outstanding	9,436	9,436
Redeemable Series A convertible preferred stock, liquidation preference	$ 14,200	$ 14,200
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,500,000	1,500,000
Preferred stock, shares issued	0	0
Preferred stock shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	17,394,064	17,388,599
Common stock, shares outstanding	17,394,064	17,388,599
Series A Redeemable Convertible Preferred Stock
Redeemable Series A convertible preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Redeemable Series A convertible preferred stock, stated value (in dollars per share)	$ 1,000	$ 1,000
Redeemable Series A convertible preferred stock, shares authorized	25,000	25,000
Redeemable Series A convertible preferred stock, shares issued	9,436	9,436
Redeemable Series A convertible preferred stock, shares outstanding	9,436	9,436
Redeemable Series A convertible preferred stock, liquidation preference	$ 14,154	$ 14,154

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Revenue	$ 9,092	$ 6,934	$ 16,550	$ 12,742
Operating expenses:
Cost of revenue	4,268	3,171	8,107	5,927
Sales and marketing	2,418	3,643	4,394	6,467
General and administrative	3,482	4,480	5,968	7,833
Research and development	1,173	1,376	2,123	2,395
Total operating expenses	11,341	12,670	20,592	22,622
Net loss from operations	(2,249)	(5,736)	(4,042)	(9,880)
Other (expense) income
Interest expense, net	(831)	(1,240)	(1,977)	(2,412)
Change in fair value of earnout liability	130	6,700	620	8,200
Change in fair value of debt		(802)	5,885	(2,629)
Change in fair value of warrant liability	38	2,106	96	1,264
Other expense, net	(21)	(123)	(74)	(530)
Total other (expense) income, net	(684)	6,641	4,550	3,893
Reorganization items, net	(12,248)		(12,248)
Net (loss) income	$ (15,181)	$ 905	$ (11,740)	$ (5,987)
Net (loss) income per share attributable to common stockholders, basic	$ (0.87)	$ 0.06	$ (0.67)	$ (0.37)
Net (loss) income per share attributable to common stockholders, diluted	$ (0.87)	$ (0.01)	$ (0.67)	$ (0.37)
Weighted average shares of Common Stock, basic	17,393,524	16,057,630	17,393,253	16,045,110
Weighted-average common shares outstanding - Diluted	17,393,524	19,141,231	17,393,253	16,045,110

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT (UNAUDITED) - USD ($) $ in Thousands	Series A Redeemable Convertible Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning balance at Dec. 31, 2022		$ 2	$ 190,299	$ (210,795)	$ (20,494)
Beginning balance (in shares) at Dec. 31, 2022		16,041,464
Increase (Decrease) in Stockholders' Equity
Issuance of shares, net			164		164
Issuance of shares, net (in shares)		16,166
Stock-based compensation expense			569		569
Net Income (Loss)				(5,987)	(5,987)
Ending balance at Jun. 30, 2023		$ 2	191,032	(216,782)	(25,748)
Ending balance (in shares) at Jun. 30, 2023		16,057,630
Beginning balance at Mar. 31, 2023		$ 2	190,525	(217,687)	(27,160)
Beginning balance (in shares) at Mar. 31, 2023		16,041,464
Increase (Decrease) in Stockholders' Equity
Issuance of shares, net			164		164
Issuance of shares, net (in shares)		16,166
Stock-based compensation expense			343		343
Net Income (Loss)				905	905
Ending balance at Jun. 30, 2023		$ 2	191,032	(216,782)	(25,748)
Ending balance (in shares) at Jun. 30, 2023		16,057,630
Beginning balance at Dec. 31, 2023	$ 11,555				$ 11,555
Beginning balance (in shares) at Dec. 31, 2023	9,436				9,436
Ending balance at Jun. 30, 2024	$ 11,555				$ 11,555
Ending balance (in shares) at Jun. 30, 2024	9,436				9,436
Beginning balance at Dec. 31, 2023		$ 2	196,731	(234,889)	$ (38,156)
Beginning balance (in shares) at Dec. 31, 2023		17,388,599
Increase (Decrease) in Stockholders' Equity
Issuance of shares, net (in shares)		5,465
Issuance costs - ProSomnus Inc.			(3)		(3)
Stock-based compensation expense			870		870
Net Income (Loss)				(11,740)	(11,740)
Ending balance at Jun. 30, 2024		$ 2	197,598	(246,629)	(49,029)
Ending balance (in shares) at Jun. 30, 2024		17,394,064
Beginning balance at Mar. 31, 2024	$ 11,555
Beginning balance (in shares) at Mar. 31, 2024	9,436
Ending balance at Jun. 30, 2024	$ 11,555				$ 11,555
Ending balance (in shares) at Jun. 30, 2024	9,436				9,436
Beginning balance at Mar. 31, 2024		$ 2	197,142	(231,448)	$ (34,304)
Beginning balance (in shares) at Mar. 31, 2024		17,394,064
Increase (Decrease) in Stockholders' Equity
Stock-based compensation expense			456		456
Net Income (Loss)				(15,181)	(15,181)
Ending balance at Jun. 30, 2024		$ 2	$ 197,598	$ (246,629)	$ (49,029)
Ending balance (in shares) at Jun. 30, 2024		17,394,064

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (11,740)	$ (5,987)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	735	361
Amortization of assets obtained under finance leases	578	397
Amortization of operating right-of-use assets	177	202
Noncash research and development		100
Noncash interest	1,174	1,517
Allowance for credit losses	2	72
Stock-based compensation	870	570
Change in fair value of earnout liability	(620)	(8,200)
Change in fair value of debt	(5,885)	2,629
Change in fair value of warrant liability	(96)	(1,264)
Loss on disposal of property and equipment		117
Right-of-use asset impairment	0	335
Shares issued for services received		164
Non-cash reorganization items, net	10,081
Changes in operating assets and liabilities:
Accounts receivable, net	(684)	(790)
Inventory	567	(670)
Prepaid expenses and other current assets	(2,223)	456
Other assets	35	(21)
Accounts payable	(1,439)	(29)
Accrued expenses and other current liabilities	(1,719)	2,118
Operating lease liabilities	(148)	134
Net cash used in operating activities	(10,335)	(7,789)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(436)	(1,212)
Net cash used in investing activities	(436)	(1,212)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of debtor-in-possession (DIP) Facility	9,500
Principal payments on finance lease obligations	(459)	(658)
Payment of deferred financing cost		(62)
Principal payments on equipment financing obligation	(28)	(20)
Net cash provided by (used in) financing activities	9,013	(740)
Net change in cash and restricted cash	(1,758)	(9,741)
Cash and restricted cash at beginning of period	7,063	15,916
Cash and restricted cash at end of period	5,305	6,175
Supplemental disclosure of cash flow information:
Cash paid for taxes	28
Cash paid for interest	564	657
Cash paid for Reorganization items, net	1,377	0
Supplemental disclosure of noncash investing and financing activities:
ROU assets obtained in exchange for finance lease obligations	628	$ 1,274
Roll-up of Senior Secured Convertible Notes to debtor-in-possession (DIP) Facility	$ 2,000

DESCRIPTION OF THE BUSINESS

DESCRIPTION OF THE BUSINESS	6 Months Ended
	Jun. 30, 2024
DESCRIPTION OF THE BUSINESS
DESCRIPTION OF THE BUSINESS	PROSOMNUS, INC. (DEBTOR-IN-POSSESSION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 — DESCRIPTION OF THE BUSINESS Company Organization ProSomnus, Inc., and its wholly owned subsidiaries, ProSomnus Holdings, Inc. and ProSomnus Sleep Technologies, Inc. (collectively, the “Company”) is an innovative medical technology company that develops, manufactures, and markets its proprietary line of precision intraoral medical devices for treating and managing patients with obstructive sleep apnea (“OSA”). The Company is located in Pleasanton, California and was incorporated as a Delaware company on May 3, 2022. Its accounting predecessor company, ProSomnus Sleep Technologies, Inc. was incorporated as a Delaware company on March 2, 2016. On December 6, 2022, Lakeshore Acquisition I Corp. (“Lakeshore”) consummated a series of transactions that resulted in the combination (the “Business Combination”) of Lakeshore with ProSomnus Holdings, Inc. and its wholly-owned subsidiary, ProSomnus Sleep Technologies, Inc., pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated May 9, 2022. Pursuant to the “Merger Agreement”, Lakeshore merged with and into ProSomnus Holdings, and changed its name to ProSomnus, Inc. The transaction was accounted for as a reverse recapitalization with ProSomnus Sleep Technologies, Inc. being the accounting acquirer and Lakeshore as the acquired Company for accounting purposes. Accordingly, all historical financial information presented in the consolidated financial statements represents the accounts of ProSomnus Sleep Technologies, Inc. Chapter 11 Filing ​ The Company and certain of its existing affiliates and subsidiaries (collectively, the “Debtors”), as defined in Restructuring Support Agreement (“RSA”), filed voluntary petitions for relief (the “Chapter 11 Cases”) on May 7, 2024 (the “Petition Date”) under Chapter 11 of Title 11 of the United States Bankruptcy Code (the “Bankruptcy Code”), as amended in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). At that time, the Debtors’ certain senior subordinate secured debtor-in-possession term loan agreement (the “DIP Credit Agreement”) with the lenders from time-to-time party thereto (the “DIP Lenders”) and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent, on the terms and conditions set forth therein, was subject to approval by the Bankruptcy Court. On May 9, 2024, the Bankruptcy Court issued an order approving the DIP Credit Agreement on an interim basis and set the final hearing to approve the DIP Credit Agreement on a final basis for June 5, 2024. On June 5, 2024, the Bankruptcy Court entered an order approving the DIP Credit Agreement on a final basis. ​ At a hearing held before the Bankruptcy Court on June 26, 2024, the Bankruptcy Court determined that the Debtors’ Disclosure Statement for Amended Joint Chapter 11 Plan of Reorganization of ProSomnus, Inc. and its Debtor Affiliates ​ In re ProSomnus. Inc. governmental entity’s police or regulatory powers, may not be subject to the automatic stay and may continue unless otherwise ordered by the Bankruptcy Court. ​ Among other requirements, the Chapter 11 Cases must comply with the priority scheme established by the Bankruptcy Code, under which certain post-Petition Date and secured or “priority” pre-Petition Date liabilities generally need to be satisfied before general unsecured creditors and shareholders are entitled to receive any distributions. ​ ​ Events of Default ​ The Chapter 11 Cases constituted an event of default that accelerated the Company’s obligations under substantially all of its then-outstanding debt instruments. However, Section 362 of the Bankruptcy Code stays creditors from taking any action to enforce the related financial obligations, and creditors’ rights of enforcement with respect to the debt instruments are subject to the applicable provisions of the Bankruptcy Code. Refer to Note 9 for additional information. ​ Restructuring Support Agreement ​ On May 7, 2024, the Company voluntarily entered into a Restructuring Support Agreement (“RSA”) with (i) certain of its existing affiliates and subsidiaries ​ As set forth in the RSA, the Company Parties and the Sponsoring Noteholders have agreed to the principal terms of a voluntary restructuring of the Company Parties (the “Restructuring”) and the Plan. Although the Company Parties intend to pursue the Restructuring in accordance with the terms set forth in the RSA, there can be no assurance that the Company Parties will be successful in completing the Restructuring, whether on the same or different terms than those provided in the RSA. ​ The RSA contemplates a comprehensive financial restructuring of the Company's existing capital structure. Among other terms, the RSA provides for the following: ​ ● The Company Parties may receive an aggregate of $20.0 million in potential capital, including through a debtor-in-possession facility and a potential new-money equity capital raise, while also retaining existing amounts due to customers, critical vendors, equipment lenders, and trade creditors; more specifically: ​ o The Sponsoring Noteholders have committed to provide the DIP Credit Agreement, which will consist of (i) $7.0 million in new money debtor-in-possession loans and (ii) the “roll-up” of (a) $4.0 million of obligations under the prepetition bridge notes (the "2024 Bridge Notes") as defined in the RSA, and (b) $2.0 million of obligations under the Senior Secured Notes (as defined in the RSA), in each case, on the terms set forth in the Definitive Documents (as defined in the RSA). The DIP Credit Agreement is expected to provide the Company Parties with sufficient liquidity to complete the Restructuring. The new money portion of the DIP Credit Agreement will be available in two draws, with $2.5 million available upon interim approval of the DIP Credit Agreement by the Bankruptcy Court; o General Unsecured Claims will be paid in the ordinary course of business during and after the restructuring; o On the Plan Effective Date as defined in the RSA, (the “Plan Effective Date”), the Company expects to consummate a new-money equity capital raise in an amount of at least $9.0 million, which will be offered for participation by the Sponsoring Noteholders and certain other third-party investors, subject to other terms as set forth in the RSA; ​ ● On the Plan Effective Date, ProSomnus Sleep Technologies, Inc. (as reorganized, “Reorganized ProSomnus”) will issue a single class of equity interests that will be distributed pro rata to the Subordinated Secured Noteholders (as defined in the RSA), subject to dilution on account of the management incentive plan, the New Money Common Equity (as defined in the RSA), and certain other fees, premiums, and/or other terms as set forth in the RSA; ​ ● Following the Plan Effective Date, Reorganized ProSomnus may establish a customary management equity incentive plan; ​ ● On the Plan Effective Date, there will be no recovery for holders of other equity interests in the Company Parties; and ​ ● Confirmation of the Plan is anticipated, but not guaranteed, to occur within 90 days of filing the Chapter 11 Cases. ​ In accordance with the RSA, each Sponsoring Noteholder agreed, among other terms, to: ​ ● So long as its vote was properly solicited in accordance with the United States Code (the “Code”), vote to accept the Plan; ​ ● Negotiate the Definitive Documents in good faith; and ​ ● Not take any action inconsistent with the RSA and the RSA term sheet or the confirmation and consummation of the Plan. ​ In accordance with the RSA, the Company Parties agreed, among other terms, to: ​ ● Support and complete the Restructuring Transactions (as defined in the RSA) contemplated under the RSA, the RSA term sheet, and the Plan Related Documents (as defined in the RSA); ​ ● Negotiate the Definitive Documents in good faith; ​ ● Take all necessary and appropriate actions in furtherance of the Restructuring; ​ ● Complete the Restructuring; and ​ ● Comply with certain milestone for the Chapter 11 Cases (as defined in the RSA). ​ Certain of the transactions described in the foregoing shall be subject to approval by the Bankruptcy Court pursuant to the Chapter 11 Cases. ​ The financial restructuring and other transactions contemplated in the RSA will be implemented and consummated through, among other terms: 1. The funding of the Senior Bridge Notes (as defined below) by an ad hoc group of holders of the Company’s Senior Notes (as defined in the RSA) and Subordinated Notes (as defined in the RSA) that hold and control, in the aggregate, 100% of the Company’s issued and outstanding 2022 Senior Convertible Notes (as defined in the RSA), 100% of the issued and outstanding 2023 Senior Convertible Exchange Notes (as defined in the RSA), 94.95% of the Company’s issued and outstanding 2022 Subordinated Convertible Notes (as defined in the RSA), and 100% of the Company’s issued and outstanding 2023 Subordinated Convertible Exchange Notes (as defined in the RSA); ​ 2. The voluntary commencement of the Chapter 11 Cases; ​ 3. The funding of the DIP Credit Agreement by the Sponsoring Noteholders, which included a post-emergence commitment by the Sponsoring Noteholders and third-party investors to purchase equity in the reorganized Debtors on terms sufficient to ensure the feasibility of the Plan, which will be in form and substance acceptable to the Sponsoring Noteholders in their sole discretion; and ​ 4. A financial restructuring of the existing capital structure of the Company Parties pursuant to the Plan, which shall be consistent with the terms set forth herein (unless otherwise agreed by the Company Parties and Sponsoring Noteholders) and otherwise reasonably acceptable to the Company Parties and Sponsoring Noteholders, to be implemented through the Chapter 11 Cases, as provided in the RSA and the RSA term sheet. DIP Credit Agreement The DIP Credit Agreement was approved by the Bankruptcy Court on May 9, 2024, on an interim basis, with a final hearing set for June 5, 2024. On June 5, 2024, the Bankruptcy Court approved the DIP Credit Agreement on a final basis. Under the DIP Credit Agreement, the DIP Lenders, as described above. The funds will be used to (a) finance the Chapter 11 Cases, (b) make other court-approved payments, and (c) provide working capital for the Debtors. As of June 30, 2024, the Debtors had borrowed $9.5 million, including rolled-up pre-bankruptcy bridge funding. The obligations are secured by liens on most of the Debtors’ assets are senior to the Company's subordinated notes but junior to the senior notes, some of which are held by the DIP Lenders. The borrowings under the DIP Credit Agreement are due on November 7, 2024 , or upon certain termination events, with an interest rate of the prime rate plus 9.00% , with an exit fee of 10.00% . The proceeds are designated for payroll, key suppliers, critical sales incentives, and restructuring, as per the approved budget. Any expense over $0.2 million requires approval from the majority of the Sponsoring Noteholders. The DIP Credit Agreement also includes a minimum liquidity requirement of $1.5 million. The DIP Credit Agreement, including all accrued interest and fees, will be equitized upon the Plan Effective Date. The DIP Credit Agreement includes typical negative covenants, restricting additional indebtedness, asset liens, investments, mergers, and dividends, with exceptions. It also has customary representations, warranties, affirmative covenants, and default events, including the dismissal or conversion of the Chapter 11 Cases, trustee appointments, and other events affecting the DIP Lenders’ rights. Some DIP Lenders participated in the Company’s Series A Convertible Preferred Stock offering in September 2023. One DIP Lender is affiliated with Spring Mountain Capital, where Jason Orchard, a Company board member, is a Managing Director. 2024 Bridge Notes ​ The Sponsoring Noteholders provided the Company with pre-petition bridge notes (the “Senior Bridge Notes”) as follows: ​ 1. On April 17, 2024, the Company authorized and issued the 2024 Senior Bridge Notes up to the aggregate principal amount of $5.0 million pursuant to those certain Consents to New Note Issuance and Related Indenture Amendments, dated as of April 17, 2024, among the Company and the Sponsoring Noteholders and issued under the 2022 Senior Indenture (the “Bridge Indenture Amendment”). ​ 2. Principal payments for the 2024 Senior Bridge Notes are due on January 1, April 1, July 1 and October 1 of each year, commencing with October 1, 2024, until the earlier of December 6, 2025 or the 2024 Senior Bridge Notes no longer being outstanding. ​ 3. Interest payments for the 2024 Senior Bridge Notes are due on January 1, April 1, July 1 and October 1 of each year, beginning on July 1, 2024, on each Conversion Date (as defined in the Bridge Indenture Amendment), as to that principal amount then being converted), on each Optional Redemption Date (as defined in the Bridge Indenture Amendment), as to that principal amount then being redeemed), and on the Maturity Date (as defined in the Senior Bridge Notes); provided, however, that the interest otherwise payable on April 1, 2024 and July 1, 2024 may instead be paid on October 1, 2024. Interest will accrue from April 17, 2024. No Senior Bridge Notes remain outstanding as of June 30, 2024. ​ Bankruptcy Accounting ​ As a result of the Chapter 11 Cases, the Company has applied the provisions of Accounting Standards Codification Topic 852, Reorganizations ​ Accordingly, for periods beginning with the second quarter of 2024, pre-petition unsecured and undersecured claims related to the Debtors that may be impacted by the bankruptcy reorganization process have been classified as “Liabilities subject to compromise” in the accompanying Condensed Consolidated Balance Sheets as of June 30, 2024. Liabilities subject to compromise include pre-petition liabilities for which there is uncertainty about whether such pre-petition liabilities could be impaired as a result of the Chapter 11 Cases. Liabilities subject to compromise are recorded at the expected amount of the total allowed claim, even if they may ultimately be settled for different amounts. Refer to Note 8 for further details. The determination of how liabilities will ultimately be settled or treated cannot be made until approved by the Bankruptcy Court. Therefore, the amounts presented in Note 8 are preliminary and may be subject to future adjustments as a result of, among other things, the possibility of occurrence of certain Bankruptcy Court actions, further developments with respect to disputed claims, any rejection by the Company of executory contracts, and/or any payments by the Company of amounts classified as “Liabilities subject to compromise,” which may be allowed in certain limited circumstances. ​ Amounts are also subject to adjustments if the Company makes changes to its assumptions or estimates related to claims as additional information becomes available to the Company, including, without limitation, those related to the expected amounts of allowed claims, the value of any collateral securing claims and the secured status of claims. Such adjustments may be material. Additionally, as a result of the Chapter 11 Cases, the Company may sell or otherwise dispose of or liquidate assets or settle liabilities for amounts other than those reflected in the accompanying Unaudited Condensed Consolidated Financial Statements. The possibility or occurrence of any such actions could materially impact the amounts and classifications of such assets and liabilities reported in the Company’s Condensed Consolidated Balance Sheets and could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows. ​ Reorganization Items ​ As a result of filing the Chapter 11 Cases, the Debtors have incurred and will continue to incur significant costs associated with the bankruptcy proceedings and reorganization under the Plan. These costs, primarily related to legal and professional fees, are expected to substantially impact the Company's financial results. ​ From the Petition Date through [June 30, 3024], the Company incurred $12.2 million in pre-petition reorganization costs. In accordance with applicable accounting guidance, costs associated with the bankruptcy proceedings have been recorded as Reorganization items, net within the Company's Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2024. Refer to Note 7 for further details. ​ During the six months ended June 30, 2024 and 2023, the Company’s cash flows included net cash outflows of $1.4 million and nil, respectively, related to amounts classified or expected to be classified as Reorganization items, net, which primarily consisted of payments for professional fees and bankruptcy related expenses. ​ Automatic Stay ​ Subject to certain specific exceptions under the Bankruptcy Code, the Chapter 11 Cases automatically stayed most judicial or administrative actions against the Debtors and efforts by creditors to collect on or otherwise exercise rights or remedies with respect to pre-Petition Date claims. Absent an order from the Bankruptcy Court, substantially all of the Debtors' pre-petition liabilities are subject to settlement under the Bankruptcy Code. ​ Executory Contracts ​ Pursuant to the terms of the Plan, all executory contracts and unexpired leases of the Debtors shall be assumed as of the Plan Effective Date, unless otherwise determined to be rejected by the Sponsoring Noteholders, subject to the consent of the Company, which consent shall not be unreasonably withheld. ​ Delisting of our Common Stock from NASDAQ As previously disclosed, the Company was notified by the Nasdaq Global Market (“Nasdaq”) that the Company was not in compliance with Nasdaq’s minimum market value of listed securities of $50.0 million, Nasdaq’s minimum market value of publicly held shares of $15.0 million, or Nasdaq’s minimum bid price requirement of $1.00, each of which was required for continued listing on Nasdaq. Due to such noncompliance, Nasdaq notified the Company that it would be subject to delisting. After the Company requested an appeal hearing, which stayed the delisting action, the Company continued to evaluate its options to remain listed on Nasdaq and ultimately determined to withdraw the hearing request. Thereafter, the Company received a letter from Nasdaq which stated that trading of its common stock and warrants would be suspended at the open of business on April 18, 2024. On April 25, 2024, Nasdaq filed a Form 25 with the SEC notifying the SEC of Nasdaq’s determination to remove the Company’s securities from listing on Nasdaq.

BASIS OF ACCOUNTING AND SUMMARY

BASIS OF ACCOUNTING AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2024
BASIS OF ACCOUNTING AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 — BASIS OF ACCOUNTING AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States of America (“U.S GAAP”). The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or any future periods. The condensed consolidated balance sheet as of December 31, 2023 has been derived from audited financial statements at that date but does not include all of the information required by GAAP for complete financial statements. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. ​ Liquidity and Management’s Plans The Company has incurred recurring losses from operations and recurring negative cash flows from operating activities. The Company expects operating losses and negative cash flows from operations to continue for the foreseeable future. In accordance with ASC Subtopic 205-40, Presentation of Financial Statements-Going Concern The accompanying financial statements have been prepared in accordance with U.S. GAAP assuming that the Company will continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. Management’s Plans Related to Going Concern The Company’s ability to continue as a going concern depends principally on its ability to successfully exit the Chapter 11 Cases, including the completion of the financings proposed within the RSA. Upon the successful exit from the Chapter 11 Cases, the Company’s ability to continue as a going concern will depend upon its ability to execute on its plans to achieve revenue growth forecast, control operating costs, and obtain additional financing. The Company’s successful exit from the Chapter 11 Cases, the outcome of such exit, and the Company’s post exit operating plans are subject to many factors currently unknown and there can be no assurance that the current operating plan or cash flow break-even plan will be achieved in the time frame anticipated by the Company. ​ In addition to the Chapter 11 Cases, based on the Company’s current level of expenditures and future cash flow projections, the Company believes it’s current unrestricted cash balance will not be sufficient for the Company to continue operations as a going concern for at least one year from the issuance date of these condensed consolidated financial statements. Additionally, the indentures governing the Company’s Senior Convertible Notes and Subordinated Convertible Notes (as defined below and, collectively the “Convertible Notes”) contain monthly and quarterly financial covenants. Failure to comply with the covenants or obtain a waiver and extension from the holders of each series of our Convertible Notes could result in an event of default under each of the indentures governing the Convertible Notes and result in an acceleration of the Convertible Notes. The Company believes these factors raise substantial doubt about its ability to continue as a going concern. ​ Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and disclosure of contingent assets and liabilities. Though macroeconomic factors such as inflation, exchange rate fluctuations and concerns about an economic downturn present additional uncertainty, the Company continues to use the best information available to form its critical accounting estimates. Actual results could differ from these estimates, and such differences could materially affect the results of operations reported in future periods. The Company’s significant estimates in these consolidated financial statements relate to the fair values, and the underlying assumptions used to formulate such fair values, of its Series A Preferred Stock, Convertible Notes, earn-out liability, and warrants. Estimates also include the provision for credit losses, warranty and earned discount accruals, measurements of tax assets and liabilities and stock-based compensation. Concentrations, Credit Risk and Market Risk Financial instruments that potentially subject the Company to a concentration of credit risk principally consist of accounts receivable and cash. The Company sells its products to customers primarily in North America and Europe. To reduce credit risk, management performs periodic credit evaluations of its customers’ financial condition. No customers exceeded more than 10% of the Company’s accounts receivables or revenue as of and for the six months ended June 30, 2024 and December 31, 2023. The Company maintains its cash in bank accounts which, at times, may exceed federally insured limits as guaranteed by the Federal Deposit Insurance Corporation (“FDIC”). As of June 30, 2024 and December 31, 2023, the Company had $5.1 million and $6.8 million in excess of the FDIC insured limit, respectively. The Company’s investment policy, which is predicated on capital preservation and liquidity, limits investments to instruments denominated and payable in U.S. dollars. The Company believes its credit risk is mitigated due to the high quality of the banks in which it places its deposits. Historically, the Company has not experienced significant credit losses from financial instruments. Fair Value of Financial Instruments The accounting standard for fair value measurements provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. Fair value is defined as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. This accounting standard establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs that may be used to measure fair value: Level 1 Inputs — Level 2 Inputs — Level 3 Inputs — no Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. The Company’s financial instruments consist primarily of cash, accounts receivable (net of allowance for doubtful accounts), accounts payable and accrued expenses, long-term debt instruments, earnout and warrant liabilities. The carrying amounts of financial instruments such as cash, restricted cash, accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued expenses approximate the related fair values due to the short-term maturities of these instruments. The carrying value of the Company’s equipment financing obligation is considered to approximate its fair value because the interest rate is comparable to current rates for financing available to the Company. Under the fair value option as prescribed by FASB Accounting Standards Codification (“ASC”) 825, Financial Instruments During the second quarter of 2024, in accordance with ASC 852, the Company adjusted the carrying amounts of all unsecured and potentially undersecured debt instruments to equal the expected amount of the allowed claim by expensing (within Reorganization items, net in the Condensed Consolidated Statements of Operations) $10.1 million and increasing the liability to the expected amount of the allowed claim. As of June 30, 2024, the entire carrying amount the Company’s debt, as well as any related remaining accrued and unpaid interest that existed as of the Petition Date, is included in the “Liabilities subject to compromise’ line in the Condensed Consolidated Balance Sheets. ​ As of June 30, 2024, the fair value of the Earnout liability and Warrant . ​ The following tables provide a summary of the financial instruments that are measured at fair value on a recurring basis (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ Fair Value Level 1 Level 2 Level 3 Senior Convertible Notes ​ $ 14,277 ​ $ — ​ $ — ​ $ 14,277 Subordinated Convertible Notes ​ ​ 18,320 ​ ​ — ​ ​ — ​ ​ 18,320 Earnout liability ​ ​ 620 ​ ​ — ​ ​ — ​ ​ 620 Warrant liability ​ ​ 96 ​ ​ — ​ ​ — ​ ​ 96 ​ A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash and cash equivalents. At June 30, 2024 and December 31, 2023, the Company had no cash equivalents. Restricted Cash The Company’s restricted cash as of June 30, 2024 and December 31, 2023 of $0.7 million consisted of a letter of credit on hand w ith the Company ' s financial institution as collateral for an office lease Impairment of Long-Lived Assets The Company’s long-lived assets primarily include property and equipment and finance and operating right-of-use assets. The Company reviews long-lived assets 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 measured by a comparison of the carrying amount of an asset to future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured at the amount by which the carrying amount of the asset exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of carrying amount or the fair value less costs to sell. During 2023, the Company moved to its new headquarters and principal manufacturing facility. Upon moving, the Company expensed a total of $0.3 million relating to the carrying value of the remaining leasehold improvements and amounts due under the remaining lease term of the previous facility. The right-of-use asset and leasehold improvements charge was recorded in other expense, net in the consolidated statements of operations for the year ended December 31, 2023. Senior and Subordinated Convertible Notes Prior to the Petition Date, the Company accounted for its Notes, as derivatives in accordance with, ASC 815, Derivatives and Hedging , depending on the nature of the derivative instrument. ASC 815 requires each contract that is not a derivative in its entirety be assessed to determine whether it contains embedded derivatives that are required to be bifurcated and accounted for as a derivative financial instrument. The embedded derivative is bifurcated from the host contract and accounted for as a freestanding derivative if the combined instrument is not accounted for in its entirety at fair value with changes in fair value recorded in earnings, the terms of the embedded derivative are not clearly and closely related to the economic characteristics of the host contract, and a separate instrument with the same terms as the embedded derivative would qualify as a derivative instrument. Embedded derivatives are measured at fair value and remeasured at each subsequent reporting period, and recorded within Convertible Notes, net on the accompanying Condensed Consolidated Balance Sheets and changes in fair value recorded in other expense within the Condensed Consolidated Statements of Operations. Debt discounts under these arrangements are amortized to interest expense using the interest method over the earlier of the term of the related debt or their earliest date of redemption. The Company has analyzed the redemption, conversion, settlement, and other derivative instrument features of its Convertible Notes. ● The Company identified that the (i) redemption features, (ii) Lender’s Optional Conversion feature, (iii) Lender’s Optional Conversion upon Merger Event feature and (iv) additional interest rate upon certain events feature meet the definition of a derivative. The Company analyzed the scope exception for all the above features under ASC 815-10-15-74(a). ● Based on the further analysis, the Company identified that the (i) Lender’s Optional Conversion feature, (ii) Lender’s Optional Conversion upon Merger Event feature and (iii) additional interest rate upon certain events feature, do not meet the settlement criteria to be considered indexed to equity. The Company concluded that each of these features should be classified as a derivative liability measured at fair value with the changes in fair value in the Condensed Consolidated Statement of Operations. ● The Company also identified that the redemption features are settled in cash and do not meet the indexed to equity and the equity classification scope exception, thus, they must be bifurcated from the Convertible Notes and accounted for separately at fair value on a recurring basis reflecting the changes in fair value in the Condensed Consolidated Statement of Operations. The Company determined the Convertible Notes contained multiple embedded derivatives that are required to be bifurcated, two of which are conversion features. As per ASC 815, the fair value election is allowable provided the debt was not issued at a substantial premium. The Company concluded that the Convertible Notes were not issued at a premium and hence the Company elected the fair value option under ASC 815-15-25. The Company elected to record changes in fair value through the Condensed Consolidated Statement of Operations as a fair value adjustment of the convertible debt at each reporting period (with the portion of the change that results from a change in the instrument-specific credit risk recorded separately in other comprehensive income, if applicable). The Company has elected to separately present interest expense related to the Convertible Notes within the Condensed Consolidated Statement of Operations. Thus, the multiple embedded derivatives do not need to be separately bifurcated and fair valued. As of December 31, 2023, the Convertible Notes are reflected at their respective fair values on the Condensed Consolidated Balance Sheets. During the second quarter of 202 4 , in accordance with ASC 852, the Company adjusted the carrying amounts of all unsecured and potentially undersecured debt instruments to equal the expected amount of the allowed claim. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and then remeasured at fair value at each balance sheet date thereafter. Changes in the estimated fair value of the liability classified warrants are recognized as other income or expense on the Condensed Consolidated Statement of Operations. Revenue Recognition The Company creates customized precision milled intraoral medical devices and recognizes revenue upon meeting the following criteria: ● Identifying the contract with a customer: Customers submit an order in the form of a prescription and oral scan to the Company. ● Identifying the performance obligations within the contract: The sole performance obligation is the delivery of a completed customized intraoral device. ● Determining the transaction price: Prices are determined by standardized pricing sheets and adjusted for discounts, allowances and remakes. ● Allocating the transaction price to the performance obligations: The full transaction price is allocated to the completed intraoral device as it is the only element in the transaction. ● Recognizing revenue as the performance obligation is satisfied at a point in time: revenue is recognized upon transfer of control which occurs upon shipment of the product. The Company does not require collateral or any other form of security from customers. Inbound shipping and handling costs related to sales are billed to customers. The Company charges for inbound shipping/handling and the costs are classified as Cost of Revenue. Outbound shipping costs are not billed to customers and are included in sales and marketing expenses. Taxes collected from customers and remitted to governmental authorities are excluded from revenue. Standalone selling price for the various intraoral device models are determined using the Company’s standard pricing sheet. The Company invoices customers upon shipment of the product and invoices are due within 30 days. Amounts that have been invoiced are recorded in accounts receivable and revenue as all revenue recognition criteria have been met. The Company does not have a financing component related to its revenue arrangements. The Company utilizes the practical expedient which permits expensing of costs to obtain a contract when the expected amortization period is one year or less. Accordingly, the Company expenses employee sales commissions when incurred as the period over which the sales commission asset that would have been recognized is less than one year. Leases The Company assesses at contract inception whether a contract is, or contains, a lease. Generally, the Company determines that a lease exists when (1) the contract involves the use of a distinct identified asset, (2) the Company obtains the right At the lease commencement date, the Company recognizes a right-of-use (“ROU”) asset and a lease liability for all leases, except short term leases with an original term of twelve months or less. The ROU asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of the lease payments under the lease. The ROU asset is initially measured at cost, which primarily comprises the initial amount of the lease liability, less any lease incentives received. All ROU assets are periodically reviewed for impairment in accordance with standards that apply to long-lived assets. The lease liability is initially measured at the present value of the lease payments, discounted using an estimate of the Company’s incremental borrowing rate for a collateralized loan with the same term as the underlying leases for operating leases and the implied rate in the lease agreement for finance leases. Lease payments included in the measurement of lease liabilities consist of (1) fixed lease payments for the noncancelable lease term, (2) fixed lease payments for optional renewal periods where it is reasonably certain the renewal option will be exercised, and (3) variable lease payments that depend on an underlying index or rate, based on the index or rate in effect at lease commencement. The Company’s real estate operating lease agreement requires variable lease payments that do not depend on an underlying index or rate established at lease commencement. Such payments and changes in payments are recognized in operating expenses when incurred. Lease expense for operating leases consists of the fixed lease payments recognized on a straight-line basis over the lease term plus variable lease payments as incurred. Lease expense for finance leases consists of the amortization of assets obtained under finance leases on a straight-line basis over the lease term and interest expense on the lease liability based on the discount rate at lease commencement. Net Loss per Share Attributable to Common Stockholders Basic net income (loss) per share attributable to Common Stockholders is calculated by dividing the net income (loss) attributable to Common Stockholders by the weighted average number of shares of Common Stock outstanding during the period, without consideration of potentially dilutive securities. Diluted net income (loss) per share is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock and potentially dilutive securities outstanding for the period. For the purposes of the diluted net income (loss) per share calculation, common stock options, RSU awards, Convertible Series A Preferred Stock, warrants to purchase common stock, earnout shares, and convertible notes are considered to be potentially dilutive securities. For the periods presented that the Company has reported a net loss, diluted net loss per common share is the same as basic net loss per common share for those periods. Recent Accounting Pronouncements During November 2023, the FASB issued ASU 2023-07, Segment Reporting-Improvements to Reportable Segment Disclosures ​ In December 2023, the FASB released ASU 2023-09, titled "Enhancements to Income Tax Disclosures," with the aim of improving the clarity and usefulness of income tax disclosures. The update focuses primarily on enhancing disclosures related to rate reconciliation and income taxes paid. ASU 2023-09 becomes effective for annual reporting periods starting after December 15, 2024, with early adoption permitted. While the changes prescribed by ASU 2023-09 are implemented prospectively, retrospective application is also allowed. The Company has chosen not to early adopt this standard and is currently evaluating the impact of adoption on the Company’s consolidated financial statements and its related disclosures. ​ The Company continues to monitor new accounting pronouncements issued by the FASB and does not believe any other accounting pronouncements issued through the date of this report will have a material impact on the Company's consolidated financial statements.

INVENTORY

INVENTORY	6 Months Ended
	Jun. 30, 2024
INVENTORY
INVENTORY	NOTE 3 — INVENTORY Inventory consists of the following ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ December 31, ​ 2024 2023 Raw materials ​ $ 1,296 ​ $ 1,967 Work-in-process ​ 176 ​ 72 ​ ​ $ 1,472 ​ $ 2,039 ​ ​

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	6 Months Ended
	Jun. 30, 2024
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT	NOTE 4 — PROPERTY AND EQUIPMENT Property and equipment consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ December 31, ​ 2024 2023 Manufacturing equipment ​ $ 4,324 ​ $ 4,042 Computers and software ​ 1,215 ​ 1,200 Construction in progress ​ ​ 100 ​ ​ — Leasehold improvements ​ 846 ​ 846 ​ ​ 6,485 ​ 6,088 Less: accumulated depreciation ​ (3,460) ​ (2,730) Property and equipment, net ​ $ 3,025 ​ $ 3,358 ​ Depreciation and amortization expense for property and equipment was $0.4 million and $0.2 million for the three months ended June 30, 2024 and 2023, respectively, and $0.7 million and $0.4 million for the six months ended June 30, 2024 and 2023. The Company disposed property and equipment assets of $0.7 million which had an accumulated depreciation of $0.6 million during the six months ended June 30, 2023. The resulting $0.1 million loss on disposal is reflected in the Condensed Consolidated Statement of Operations within other expense. During six months ended June 30, 2024, the Company did not dispose of any property and equipment.

ACCRUED EXPENSES

ACCRUED EXPENSES	6 Months Ended
	Jun. 30, 2024
ACCRUED EXPENSES
ACCRUED EXPENSES	NOTE 5 — ACCRUED EXPENSES Accrued expenses consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ December 31, ​ 2024 2023 Compensation related accruals ​ $ 1,615 ​ $ 3,387 Marketing programs ​ ​ 786 ​ ​ 934 Interest ​ ​ — ​ ​ 382 Warranty ​ ​ 465 ​ ​ 465 Professional fees ​ ​ 1,206 ​ ​ 632 Inventory purchases and freight ​ ​ — ​ ​ 613 Other ​ ​ 122 ​ ​ 343 ​ ​ $ 4,194 ​ $ 6,756 ​

LEASES

LEASES	6 Months Ended
	Jun. 30, 2024
LEASES
LEASES	NOTE 6 — LEASES The Company has entered into four equipment leases during the six months ended June 30, 2024, which have been classified as finance leases. The lease terms for these leases range from three $28.0 thousand. As of June 30, 2024, the Company has recorded the right-of-use (ROU) assets and lease liability for these leases, with an aggregate amount of $0.6 million. On May 17, 2022, the Company signed a ten-year lease for the Company’s corporate headquarters. The lease commenced on December 15, 2022 and resulted in the recognition of $5.4 million of operating ROU asset and lease liability. The monthly payment is approximately $0.1 million and is subject to stated annual escalations. The Company received five months of free rent. For the corporate headquarters lease, the Company provided a $0.3 million security deposit, which is recorded in other assets on the accompanying Condensed Consolidated Balance Sheets. The Company's largest investor initially guaranteed $1.7 million for the lease agreement, followed by a rolling one-year guarantee. The Company replaced the guarantee with a letter of credit of $0.7 million secured by a certificate of a deposit for the same amount that is recorded as restricted cash on the accompanying Unaudited Condensed Consolidated Balance Sheet as of June 30, 204. On February 28, 2023, the Company vacated its previous corporate office premises with a remaining lease term of approximately ten months. Since there was no new cash inflow generated or expected from the sale or sublease of property and leasehold improvements at the location, the Company recorded an impairment loss on the ROU operating lease assets and leasehold improvements of $0.3 million and $0.1 million, respectively. The Company also accrued liabilities of $0.1 million in anticipation of expected common area maintenance payments on the remainder of the lease. The impairment loss and the accrued expenses are reflected as other expense in the consolidated statements of operations as of December 31, 2023. No such impairment loss The Company’s finance leases consist of various machinery, equipment, computer-related equipment, or software and have remaining terms from less than one year to five years. The components of the Company’s lease cost, weighted average lease terms and discount rates are presented in the tables below (in thousands, except lease term and discount rate): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended June 30, Six months ended June 30, ​ ​ 2024 2023 2024 2023 Operating lease expense: ​ ​ ​ ​ ​ Operating lease cost ​ $ 223 ​ $ 223 ​ $ 447 ​ $ 488 Finance lease expense: ​ ​ ​ ​ ​ ​ ​ ​ Amortization of assets obtained under finance leases ​ ​ 313 ​ ​ 216 ​ ​ 578 ​ ​ 397 Interest on lease liabilities ​ ​ 86 ​ ​ 78 ​ ​ 176 ​ ​ 156 Variable lease expense ​ ​ 19 ​ ​ — ​ ​ 22 ​ ​ — Total expense ​ $ 641 ​ $ 517 ​ $ 1,223 ​ $ 1,041 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ December 31, ​ ​ ​ 2024 2023 Operating leases: ​ ​ ​ ​ ​ ​ Weighted average remaining lease term (in years) ​ 8.75 ​ ​ 9.0 ​ Weighted average discount rate ​ 10.00 % ​ 10.00 % Finance leases: ​ ​ ​ ​ ​ ​ Weighted average remaining lease term (in years) ​ 3.17 ​ ​ 3.0 ​ Weighted average discount rate ​ 10.65 % ​ 10.21 % ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended June 30, ​ ​ 2024 2023 Supplemental cash flow information related to operating leases was as follows (in thousands): ​ ​ ​ Operating cash flows from operating leases ​ $ 418 ​ $ 152 Operating cash flows from finance leases (interest) ​ ​ 181 ​ ​ 156 Financing cash flows from finance leases (principal portion) ​ ​ 459 ​ ​ 658 ​ Right-of-use assets consisted of the following (in thousands) : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ December 31, ​ ​ 2024 2023 Manufacturing equipment $ 5,583 ​ $ 5,237 Computers and software ​ ​ 686 ​ ​ 700 Leasehold improvements ​ 218 ​ 218 Total ​ 6,487 ​ 6,155 Less accumulated amortization ​ (3,141) ​ (2,890) ROU assets for finance leases ​ 3,346 ​ 3,265 ROU assets for operating leases ​ 4,892 ​ 5,069 Total ROU assets ​ $ 8,238 ​ $ 8,334 ​ At June 30, 2024, the following table presents maturities of the Company’s finance and operating lease liabilities ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended June 30, 2024 Finance ​ Operating 2024 (remaining 6 months) ​ $ 681 ​ $ 419 2025 ​ ​ 1,286 ​ ​ 861 2026 ​ ​ 983 ​ ​ 887 2027 ​ 430 ​ ​ 914 2028 ​ ​ 333 ​ 941 Thereafter ​ ​ 15 ​ ​ 4,056 Total minimum lease payments ​ ​ 3,728 ​ 8,078 Less amount representing interest ​ ​ (498) ​ (2,701) Present value of minimum lease payments ​ ​ 3,230 ​ 5,377 Less current portion ​ ​ (1,086) ​ (333) Lease obligations, less current portion ​ $ 2,144 ​ $ 5,044 ​

REORGANIZATION ITEMS, NET

REORGANIZATION ITEMS, NET	6 Months Ended
	Jun. 30, 2024
REORGANIZATION ITEMS, NET
REORGANIZATION ITEMS, NET	​ ​ ​ ​ ​ ​ NOTE 7—REORGANIZATION ITEMS, NET ​ Reorganization items incurred as a result of the Chapter 11 Cases are presented separately in the accompanying Unaudited Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2024 and are summarized below (in thousands): ​ ​ ​ ​ ​ ​ Amount Professional fees ​ $ 2,126 Other bankruptcy-related costs ​ ​ 41 Debt value accounting adjustment ​ ​ 10,081 Total ​ $ 12,248 ​

LIABILITIES SUBJECT TO COMPROMI

LIABILITIES SUBJECT TO COMPROMISE	6 Months Ended
	Jun. 30, 2024
LIABILITIES SUBJECT TO COMPROMISE
LIABILITIES SUBJECT TO COMPROMISE	NOTE 8— LIABILITIES SUBJECT TO COMPROMISE As discussed in Note 1, since the Petition Date, the Company has been operating as debtor-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with provisions of the Bankruptcy Code. On the Company's accompanying unaudited Condensed Consolidated Balance Sheets, the line “Liabilities subject to compromise” reflects the expected allowed amount of the pre-Petition Date claims that have at least a possibility of not being repaid at the full claim amount. ​ Liabilities subject to compromise at June 30, 2024 consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ June 30, 2024 Senior Convertible Notes ​ $ 15,500 Subordinated Convertible Notes ​ ​ 21,072 Total ​ $ 36,572 ​

DEBT

DEBT	6 Months Ended
	Jun. 30, 2024
DEBT
DEBT	NOTE 9 — DEBT Equipment Financing Obligation At June 30, 2024, the Company’s future principal maturities under the equipment financing obligations are summarized as follows (in thousands) ​ ​ ​ ​ ​ Six Months Ended June 30, 2024 Amount 2024 (remaining 6 months) ​ $ 29 2025 ​ ​ 64 2026 ​ ​ 65 Total principal maturities ​ ​ 158 Less: current portion ​ ​ (60) Equipment financing obligation, net of current portion ​ $ 98 ​ Convertible Debt Agreements Senior Convertible Notes On December 6, 2022, the Company entered into the Indenture for Senior Secured Convertible Notes due December 6, 2025, dated December 6, 2022 by and among the Company, ProSomnus Holdings and ProSomnus Sleep Technologies, as guarantors, and Wilmington Trust, National Association, as trustee and collateral agent (as amended, the “Senior Indenture”), and issued Senior Secured Convertible Notes, due December 6, 2025 (the “Existing Senior Convertible Notes”), with an aggregate principal amount of $17.0 million, pursuant to the senior securities purchase agreement, dated August 26, 2022. In connection with the closing of the offering of the Existing Senior Convertible Notes, the Company issued 36,469 shares of Common Stock and 169,597 warrants (the “Existing Senior Convertible Notes Warrants”) to purchase Common Stock. The Existing Senior Convertible Notes Warrants entitle the note holders to purchase shares of Common Stock, subject to adjustment, at a purchase price per share of $11.50. The debt bears interest at 9% per annum. Interest is payable in cash quarterly. On June 29, 2023, the Company entered into the First Supplemental Indenture, dated as of June 29, 2023, by and among the Company, ProSomnus Holdings and ProSomnus Sleep Technologies, as guarantors, and Wilmington Trust, National Association ​ On September 20, 2023, the Company entered into the Second Supplemental Indenture (the “Second Senior Supplemental Indenture”) to the Senior Indenture, by and among the Company, , as guarantors, and Wilmington Trust, National Association, as trustee and collateral agent. The Second Senior Supplemental Indenture amends the Senior Indenture to, among other things, permit the sale of the securities underlying the convertible debt (the “Securities”) and the Exchanges. ​ As a result of the Bankruptcy Court issued Automatic Stay and in accordance with ASC 852, the Company has accrued interest expense on the Senior Convertible Notes only up to the Petition Date. The outstanding principal amount, along with accrued and unpaid interest, was reclassified as liabilities subject to compromise as of June 30, 2024. ​ ​ Subordinated Convertible Notes On December 6, 2022, the Company entered into that certain Indenture for Subordinated Secured Convertible Notes due April 6, 2026, dated December 6, 2022 by and among the Company, ProSomnus Holdings and ProSomnus Sleep Technologies, as guarantors, and Wilmington Trust, National Association, as trustee and collateral agent (as amended, the “Subordinated Indenture”), and issued the Subordinated Secured Convertible Notes due April 6, 2026 (“Existing Subordinated Convertible Notes” and, together with the Existing Senior Convertible Notes, the “Existing Convertible Notes”), with an aggregate principal amount of approximately $17.5 million, pursuant to the previously disclosed Subordinated Securities Purchase Agreement, dated August 26, 2022. In connection with the closing of the offering, the Company issued 290,244 shares of Common Stock and 1,745,310 warrants (“Subordinated Convertible Notes Warrants” and, together with the Senior Convertible Notes Warrants, the “Convertible Notes Warrants”) to purchase Common Stock to certain Convertible Debt holders. The debt has an interest rate of Prime Rate plus an additional 9% per annum with a term of 3 years. Interest is due quarterly in cash or in kind at the option of the Company. ​ On June 6, 2023, in accordance with the Subordinated Indenture, the conversion rate of the Subordinated Convertible Notes increased from approximately 86.95665 shares of common stock per $1,000 of the sum of the principal amount of the Subordinated Convertible Notes to approximately 192.3808 shares of common stock per $1,000 of the sum of the principal amount of the Subordinated Convertible Notes. ​ On June 29, 2023, the Company entered into the First Supplemental Indenture, dated as of June 29, 2023, by and among the Company, ProSomnus Holdings and ProSomnus Sleep Technologies, as guarantors, and Wilmington Trust, National Association First Subordinated Supplemental Indenture”) ​ On September 8, 2023, the Company issued 230,494 shares of Common Stock in connection with a notice of conversion from a holder of the Company’s Subordinated Convertible Notes, pursuant to which such holder irrevocably exercised its right to convert $1.0 million principal amount. The Company recorded the fair value of the principal amount and accrued interest converted of $0.9 million as Common Stock and additional paid-in capital. ​ On September 20, 2023, the Company entered into the Second Supplemental Indenture (the “Second Subordinated Supplemental Indenture”) to the Subordinated Indenture, pursuant to which the Company issued the Existing Subordinated Convertible Notes. The Second Subordinated Supplemental Indenture amends the Subordinated Indenture to, among other things, permit the sale of the Securities and the Exchanges. ​ On December 6, 2023, in accordance with the Subordinated Indenture, the conversion rate of the Subordinated Convertible Notes increased from approximately 192.3808 shares of common stock per $1,000 of the sum of the principal amount of the Subordinated Convertible Notes to approximately 222.22222 shares of common stock per $1,000 of the sum of the principal amount of the Subordinated Convertible Notes. ​ ​ The Convertible Notes include the following embedded features: Embedded Feature Nature Description Optional redemption – Election of Company Redemption feature (embedded call option) At any time after the later of (i) the eighteen-month anniversary of the initial issue date and (ii) the date that the Senior Debt is no longer outstanding, if the daily volume weighted-average price of the Company’s Common Stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days exceeds $18.00, the Company may redeem a portion of or all of the principal amount (including accrued and unpaid interest), plus any liquidated damages and any other amounts due in respect of the Notes redeemable in cash. Mandatory redemption – Events of Default Redemption feature (embedded contingent call option) The Company is required to prepay all of the outstanding principal balance and accrued and unpaid interest upon bankruptcy-related events of default. Lenders’ Optional redemption – Events of Default Redemption feature (embedded contingent call option) Holders of at least 25% aggregate principal amount of the Notes can require the Company to pay all of the outstanding principal balance and accrued and unpaid interest upon any event of default that is not bankruptcy related. Lender’s Optional Conversion Conversion feature At each Lenders’ option, subject to specific conditions, it may convert all or any portion of its Notes at an initial conversion rate, which is reduced (and only reduced) at various dates and subject to certain adjustments to the conversion rate in the case of specified events. If a note is converted, the Company will adjust the conversion rate to account for any accrued and unpaid interest on such note plus any Make-Whole Amount related to such note. Lenders’ Optional Conversion Upon Merger Event Other feature Upon a merger event, Note holders of each $1,000 principal amount of Notes are entitled to convert such notes plus accrued interest, plus the Make-Whole Amount related to the in kind and amount of reference property that a holder of a number of shares of Common Stock equal to the conversion rate in effect immediately prior to such event would have owned or been entitled to receive upon such event. Additional interest rate upon certain non-credit related events Other feature Upon an event of default, additional interest will be incurred. Additional interest will also be incurred if the Notes are not freely tradeable. Ability to pay interest in kind (PIK Interest)* Other feature The Company has the election to pay interest in cash or in-kind. ​ *The PIK interest feature is only present in the Subordinated Convertible Note, and not available in the Senior Convertible Notes. ​ The Company assessed the embedded features within these Convertible Note and determined the following: ​ ● The Optional Redemption feature (1), the Mandatory redemption feature (2), and the Lender’s Optional redemption feature (3) met the definition of a derivative and were not clearly and closely related to the host contract and required separate accounting. Further, the redemption features are settled in cash and would therefore not meet the indexed to equity and equity classification scope exception. Thus, these redemption features were concluded to be embedded derivatives that should be bifurcated from the loan and accounted for separately at fair value on a recurring basis. ● The Lender’s Optional Conversion feature (4) and the Lender’s Optional Conversion Upon Merger (5) event features also met the definition of a derivative and were not clearly and closely related to the host contract and required separate accounting. The economic characteristics of the Lender’s Optional Conversion feature (4) and the Make Whole premium on Lenders’ Optional Conversion Upon Merger Event (5) were based on fair value of the underlying shares. The settlement amount of the interest make-whole is not indexed to the issuer’s equity but is based on stated interest cash flows. The Lenders Optional Conversion Upon Merger event feature is contingent on merger event. This exercise contingency is allowable as it is not based on market or an observable index. The Company noted that features (4) and (5) did not meet the indexed to equity and equity classification scope exception. Therefore, these conversion features were concluded to be embedded derivatives that should be bifurcated from the loan and accounted for separately at fair value on a recurring basis through the consolidated statements of operations. ● The additional interest rate upon certain non-credit related events (6) are triggered based on timely filing of financial information and the tradability of the Notes, these are not related to the economic characteristics of debt. Therefore, this feature is not clearly and closely related to the debt host. The additional interest payment is settled in cash and hence did not meet the derivative scope exception. However, since the probability of the Convertibles Notes being freely tradeable or Company’s failure to timely file is estimated to be less than 5% , the Company concluded that the fair value of this feature is not material. Thus, even though this additional interest feature was concluded to be an embedded derivative, it was not fair valued separately. ● The ability to pay PIK interest feature is clearly and closely related to the debt, and was not be evaluated separately as a derivative feature. ​ The Company determined the Notes contained multiple embedded derivatives that are required to be bifurcated, two of which are conversion features. As per ASC 815, if there is a conversion feature that is required to be bifurcated, the cash conversion feature and beneficial conversion feature guidance is not applicable to such conversion feature and the fair value election is allowable provided the debt was not issued at a substantial premium. As the proceeds received at issuance from these Convertible Notes do not exceed the principal amount that will be paid at maturing, there is no substantial premium. ​ Further, ASC 815-15-25 provides that if an entity has a hybrid financial instrument that would require bifurcation of embedded derivatives under ASC 815, the entity may irrevocably elect to initially and subsequently measure a hybrid financial instrument in its entirety at fair value with changes in fair value recognized in earnings. The Company elected to measure the Senior and Subordinated Convertible Notes in their entirety at fair value with changes in fair value recognized as non-operating gain or loss in the consolidated statements of operations at each balance sheet date in accordance with ASC 815-15-25. ​ As a result of the Bankruptcy Court issued Automatic Stay and in accordance with ASC 852, the Company has accrued interest expense on the Subordinated Convertible Notes only up to the Petition Date. The outstanding principal amount, along with accrued and unpaid interest was reclassified as liabilities subject to compromise as of June 30, 2024. ​ The Convertible Notes are subject to minimum revenue, cash, and EBITDA financial covenants. From July 1, 2023, the Convertible Notes require the Company to maintain a minimum cash balance of $4.5 million on the first day of each calendar month. On March 1, 2024, the Company ceased to be in compliance with the minimum cash covenant. On March 25, 2024, the lenders agreed to (i) waive the minimum cash covenant for the period commencing on March 1, 2024 through and including June 30, 2024, provided that the Company’s cash balance remains above $2.5 million during such period; and (ii) waive any default under the indentures resulting from any breach by the Company that may have arisen up to March 1, 2024. As of June 30, 2024, the Company was not in compliance with the minimum cash covenant when the grace period lapsed, and its cash balance was below $4.5 million. ​ As a result of the automatic stay issued by the Bankruptcy Court, as discussed in Note 1, and in accordance with ASC 852, the Company has accrued interest expense on the Convertible Notes only up to the Petition Date. The outstanding principal amount, along with accrued and unpaid interest was reclassified as liabilities subject to compromise as of June 30, 2024. ​ ​ Financing Transaction (the “Securities Purchase Agreement”), and the transactions contemplated by the Securities Purchase Agreement, (the “Financing Transaction”) with certain third-party and related party investors (the “Investors”), pursuant to which the Company issued (i) an aggregate of 10,426 shares of the Company’s Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), for an aggregate purchase price of $10.4 million at a per share purchase price of $1,000 , and (ii) (A) with respect to Investors that held the Existing Convertible Notes, new convertible notes on substantially similar terms to such Noteholder Investor’s Existing Convertible Notes other than that such new notes will be convertible into shares of Common Stock, at a conversion price of $1.00 per share subject to the terms and conditions of the applicable new indenture pursuant to which the applicable series of New Notes have been issued by the Company (the “New Notes”), in exchange for such Noteholder Investor’s portion of the principal amount outstanding of the Existing Convertible Notes (the “Exchanges”) pursuant to exchange agreements entered into between the Company and each of the Noteholder Investors (together, the “Exchange Agreements”) and/or (B) warrants to purchase shares of Common Stock at an exercise price of $1.00 per share (such warrants, the “Transaction Warrants”) ​ DIP Credit Agreement ​ As discussed in Note 1, the Company entered into a DIP Credit Agreement, approved by the Bankruptcy Court on June 5, 2024. The DIP Credit Agreement provides up to $13.0 million, consisting of (i) $7.0 million in new money debtor-in-possession loans and (ii) the “roll-up” of (a) $4.0 million of obligations under the Senior Bridge Notes and (b) $2.0 million of obligations under the Senior Secured Notes, maturing on November 7, 2024. The $7.0 million new money DIP loans will be reduced on a dollar-for-dollar basis by the rolled-up Senior Bridge Notes amount. The interest rate is set at prime plus 9.00%, with an exit fee of 10.00%. ​ The DIP Credit Agreement is secured junior to the Senior Notes and senior to the Subordinated Notes. The proceeds are designated for payroll, key suppliers, critical sales incentives, and restructuring, as per the approved budget. The Company is required to maintain a minimum liquidity requirement of $1.5 million. Bankruptcy Court approval and other standard terms in the DIP Credit Agreement are required as conditions precedent. Financial reporting requirements include weekly 13-week cash flow statements and a pre-approved budget. ​ As of June 30, 2024, the Company had received an aggregate of $5.5 million in new money loans under the DIP Facility. The DIP Facility, including all accrued interest and fees, will be equitized upon the Plan Effective Date. ​ 2024 Bridge Notes ​ On April 17, 2024, the Company authorized and issued the 2024 Senior Bridge Notes, a $5.0 million bridge notes facility, and concurrently issued $2.0 million of Senior Secured Convertible Notes to existing investors in the Company. An additional $2.0 million of such notes were issued on April 29, 2024. These issuances were made pursuant to the Consents to New Note Issuance and Related Indenture Amendments dated April 17, 2024, and were issued under the 2022 Senior Indenture, as supplemented. ​ Liabilities Subject to Compromise Under Chapter 11 ​ As of June 30, 2024, the Company had outstanding Senior Secured Convertible Notes with a face value of $14.9 million and accrued interest of $0.5 million. Prior to Chapter 11 Cases, the total amount owed by the Company was $17.5 million, consisting of $16.9 million in principal and $0.5 million in accrued interest. ​ Under the uncontested Plan, $2.0 million of the Senior Secured Convertible Notes were rolled into DIP financing, which will be converted into equity upon exit. The remaining principal and interest will be replaced with new Senior Notes, totaling $15.5 million (face value of $14.9 million plus accrued interest), bearing a 7% interest rate with interest paid as PIK through June 30, 2025. ​ The restructuring of the Senior Secured Convertible Notes, including the roll of pre-petition principal into DIP financing and the reissuance of notes with reduced features, constitutes a legal impairment, rendering the Senior Notes compromised for accounting purposes. Pursuant to ASC 852-10-45-4, the outstanding principal and accrued interest are reported at the court-approved claim amount of $15.5 million and were reclassified as liabilities subject to compromise as of June 30, 2024. Refer to Note 8 for additional information. ​ ​ ​ approved claim amount of $36.6 million under the caption "Liabilities subject to compromise". This reflects the liability's compromised status, as it will not be fully repaid or satisfied upon exit. (Refer to Note 8). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Senior Convertible Notes ​ Subordinated Convertible Notes Beginning fair value, December 31, 2023 ​ $ 14,277 ​ $ 18,320 Paid-in-kind interest ​ ​ — ​ ​ 572 Change in fair value of debt ​ ​ (1,543) ​ ​ (4,341) Fair value as of March 31, 2024 ​ ​ 12,734 ​ ​ 14,551 Accrued interest for Senior Convertible Notes ​ ​ 540 ​ ​ — Paid-in-kind interest for Subordinated Convertible Notes ​ ​ — ​ ​ 363 Reclassification of accrued interest of Senior Convertible Notes to DIP Facility ​ ​ 303 ​ ​ — Reorganization item, debt value accounting adjustment ​ ​ 3,923 ​ ​ 6,158 Roll-up of Senior Secured Convertible Notes to DIP Facility ​ ​ (2,000) ​ ​ — Liabilities subject to compromise as of June 30, 2024 ​ $ 15,500 ​ $ 21,072 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Senior Convertible Notes ​ Subordinated Convertible Notes Beginning fair value, December 31, 2022 ​ $ 13,651 ​ $ 10,356 Paid-in-kind interest ​ ​ — ​ ​ 724 Change in fair value of debt ​ ​ 827 ​ ​ 1,000 Fair value as of March 31, 2023 ​ ​ 14,478 ​ ​ 12,080 Paid-in-kind interest ​ ​ — ​ ​ 794 Change in fair value of debt ​ ​ (1,550) ​ ​ 2,352 Ending fair value, June 30, 2023 ​ $ 12,928 ​ $ 15,226 ​

COMMON STOCK WARRANTS

COMMON STOCK WARRANTS	6 Months Ended
	Jun. 30, 2024
COMMON STOCK WARRANTS
COMMON STOCK WARRANTS	NOTE 10 – COMMON STOCK WARRANTS ​ As of June 30, 2024 and December 31, 2023, the Company had 11,966,611 warrants outstanding and not exercised. The following is a summary of the Company’s liability classified and equity classified warrant activity as of June 30, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding ​ ​ ​ ​ Issuance ​ December 31, ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ Liability Classified Warrants Period 2023 Granted Exercised Cancelled 2024 Expiration Convertible Notes Warrants - Senior Debt ​ Dec-22 ​ ​ 169,597 ​ ​ — ​ ​ — ​ ​ — ​ 169,597 ​ Dec-27 Convertible Notes Warrants - Subordinated Debt ​ Dec-22 ​ ​ 1,745,310 ​ ​ — ​ ​ — ​ ​ — ​ 1,745,310 ​ Dec-27 ​ ​ ​ ​ ​ 1,914,907 ​ ​ — ​ ​ — ​ ​ — ​ 1,914,907 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding ​ ​ ​ ​ Issuance ​ December 31, ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ Equity Classified Warrants Period 2023 Granted Exercised Cancelled 2024 Expiration Private Warrants ​ Dec-22 ​ ​ 196,256 ​ ​ — ​ ​ — ​ ​ — ​ 196,256 ​ Dec-27 Additional Private Warrants ​ Dec-22 ​ ​ 300,685 ​ ​ — ​ ​ — ​ ​ — ​ 300,685 ​ Dec-27 Public Warrants ​ Dec-22 ​ ​ 4,100,239 ​ ​ — ​ ​ — ​ ​ — ​ 4,100,239 ​ Dec-27 Transaction Warrants ​ Sep-Oct -23 ​ ​ 5,454,524 ​ ​ — ​ ​ — ​ ​ — ​ 5,454,524 ​ Sep-28 ​ ​ ​ ​ ​ 10,051,704 ​ ​ — ​ ​ — ​ ​ — ​ 10,051,704 ​ ​ ​ Estimated Fair Value of Outstanding Warrants Classified as Liabilities The estimated fair value of outstanding warrants classified as liabilities is determined at each consolidated balance sheet date. Any decrease or increase in the estimated fair value of the warrant liability since the most recently reported balance sheet date is recorded in the Condensed Consolidated Statements of Operations as a change in fair value of warrant liability. As of March 31, 2024, the fair value of outstanding warrants classified as liabilities was $0.04 million. Following the Petition Date, the Company reassessed the fair value of the Company’s warrants. As a result, the Company determined that the fair value of these warrants was zero, as presented in the table below. ​ The changes in fair value of the outstanding warrants classified as liabilities for the three and six months ended June 30, 2024 and 2023 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Convertible Notes Warrants - Senior Debt ​ ​ Convertible Notes Warrants - Subordinated Debt ​ ​ Total Warrant liability, December 31, 2023 $ 9 ​ $ 87 ​ $ 96 Change in fair value ​ (5) ​ ​ (53) ​ ​ (58) Warrant liability, March 31, 2024 ​ 4 ​ ​ 34 ​ ​ 38 Change in fair value ​ (4) ​ ​ (34) ​ ​ (38) Warrant liability, June 30, 2024 $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Convertible Notes Warrants - Senior Debt ​ ​ Convertible Notes Warrants - Subordinated Debt ​ ​ Total Warrant liability, December 31, 2022 $ 177 ​ $ 1,814 ​ $ 1,991 Change in fair value ​ 81 ​ ​ 762 ​ ​ 843 Warrant liability, March 31, 2023 ​ 258 ​ ​ 2,576 ​ ​ 2,834 Change in fair value ​ (193) ​ ​ (1,913) ​ ​ (2,106) Warrant liability, June 30, 2023 $ 65 ​ $ 663 ​ $ 728 ​

COMMON STOCK

COMMON STOCK	6 Months Ended
	Jun. 30, 2024
COMMON STOCK
COMMON STOCK	NOTE 11 – COMMON STOCK The Company has authorized for issuance 150,000,000 shares of Common Stock at par value of $0.0001 per share as of June 30, 2024 and December 31, 2023. ​ As discussed in Note 1, pursuant to the RSA and the Plan, holders of equity interests shall not receive any distribution and their equity interests shall be extinguished upon confirmation and effectiveness of the Plan, as approved by the Bankruptcy Court. Such equity interests include, but are not limited to, all of the Company’s outstanding preferred stock, common stock, purchase rights, warrants, stock options, and other equity or debt securities (convertible or otherwise) evidencing or creating any right or obligation to acquire or issue any of the foregoing. Upon implementation of the Plan, all such equity interests shall be cancelled and shall cease to exist, and holders thereof shall not be entitled to receive any payment or distribution in respect of such equity interests. The Company has reserved shares of Common Stock for the following as of June 30, 2024 and December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ December 31, ​ ​ 2024 ​ 2023 2022 Equity Incentive Plan reserve ​ 5,889,525 ​ ​ 5,889,525 Reserve for earn-out shares ​ ​ 3,000,000 ​ ​ 3,000,000 Reserve for exercise of Public Warrants ​ ​ 4,100,239 ​ ​ 4,100,250 Reserve for exercise of Private and Additional Private Warrants ​ ​ 496,941 ​ ​ 496,941 Reserve for Transaction Warrants ​ ​ 5,454,524 ​ ​ 5,454,524 Reserve for exercise of SPA warrants ​ ​ 2,262,585 ​ ​ 2,262,585 Reserve for convertible debt ​ ​ 15,761,044 ​ ​ 15,766,509 Employee stock purchase plan ​ ​ 500,000 ​ ​ 500,000 Reserve for convertible Series A Preferred Stock ​ ​ 9,436,000 ​ ​ 9,436,000 Total ​ 46,900,858 ​ ​ 46,906,334 ​

PREFERRED STOCK

PREFERRED STOCK	6 Months Ended
	Jun. 30, 2024
PREFERRED STOCK.
PREFERRED STOCK	NOTE 12 – PREFERRED STOCK ​ The Company has authorized the issuance of 1,500,000 shares of preferred stock at a par value of $0.0001 per share as of June 30, 2024 and December 31, 2023. The Company’s Board of Directors has designated 25,000 shares of preferred stock as Series A Preferred Stock. The Series A Preferred Stock has no maturity and is not subject to any sinking fund or redemption and will remain outstanding indefinitely unless and until converted by the holder or the Company redeems or otherwise repurchases the Series A Preferred Stock. ​ During the six months ended June 30, 2024 and 2023 there were no issuances of preferred stock. As of June 30, 2024 and December 31, 2023, the Company had 9,436 shares of Series A Preferred Stock outstanding with a liquidation preference of $14.2 million. ​ Dividends ​ Dividends on each share of Series A Preferred Stock are payable at the rate of 8% (the “Dividend Rate”) of the purchase price of $1,000.00 per share (the “Stated Value”). ​ Dividends are payable in shares of Common Stock (a “PIK Dividend”). The number of dividend shares is equal to the Stated Value of each such share of Series A Preferred Stock multiplied by the dividend rate of 8.0% per annum and divided by $1.00, as adjusted from time to time for any stock split, stock dividend, recapitalization or otherwise, computed on the basis of a 360-day year and twelve 30-day months. Any fractional shares of a PIK Dividend will be rounded to the nearest whole share. All shares of Common Stock issued in payment of a PIK Dividend will be duly authorized, validly issued, fully paid and non-assessable. Dividends will accumulate whether or not the Company has earnings, there are funds legally available for the payment of those dividends and whether or not those dividends are declared by the Company’s Board of Directors. ​ Pursuant to the terms of the Certificate of Designations of Series A Preferred Stock, in the event the Company is unable to issue the PIK Dividend as scheduled, the conversion ratio of the Series A Preferred Stock into Common Stock will be adjusted to reflect the Common Stock that would have otherwise been issued. Due to the Company’s negative net stockholder’s value as of March 1, 2024, among other considerations, including applicable Delaware Law, the Company was unable to issue the March 1, 2024 PIK Dividend. As a result, the conversion ratio of the Series A Preferred Stock into Common Stock was updated in accordance with the terms of the Series A Preferred Stock. ​ Conversion Features ​ Each share of Series A Preferred Stock is convertible at any time and in the sole discretion of the holder, into shares of Common Stock at a conversion rate of $1.00 per share (the “Conversion Rate”) plus any accrued but unissued PIK Dividends, when converted, subject to certain restrictions on conversion prior to the Company obtaining stockholder approval. If the Company issues or sells Common Stock at a price below the current conversion rate of $1.00 per share, the conversion rate will be adjusted downward immediately following the dilutive issuance. The new conversion rate will be calculated based on a formula that takes into account the previous conversion rate, number of shares outstanding before and after issuance, and the consideration received by the Company in connection with the dilutive issuance. Certain types of agreements to sell Common Stock at market pricing will be evaluated on a quarterly basis or immediately prior to a Liquidation Event for purposes of determining if they collectively constitute a dilutive issuance. ​ The Company can initiate a mandatory conversion at any time when the resale of issued Common Stock is covered under an effective registration statement or can be sold without volume limitations under Rule 144 (or successor rule), as determined by the counsel to the Company. The Series A Preferred Stock will automatically convert into shares of Common Stock at the Conversion Rate, as follows: (i) 50% of the issued and outstanding Series A Preferred Stock will convert into shares of Common Stock if the Volume-weighted average price (VWAP) trading price for the shares of Common Stock are trading on a national exchange is greater than $4.50 per share for twenty of any thirty consecutive trading days, and (ii) the remaining issued and outstanding Series A Preferred Stock will convert into shares of Common Stock if the VWAP trading price for the shares of Common Stock are trading on a national exchange greater than $6.00 per share for twenty of any thirty consecutive trading days. ​ The Company analyzed the embedded conversion options for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the conversion options are equity classified. ​ Voting Rights ​ ​ Liquidation Preferences and Redemption Rights ​ The Series A Preferred Stock has senior ranking over Common Stock of the Company, and junior to the Company’s indebtedness, in each case for purposes of dividends, distributions, and payments in a liquidation event. ​ In the event of a liquidation event, holders of Series A Preferred Stock are entitled to receive in cash out of the assets of the Company legally available, whether from capital or from earnings available for distribution to its stockholders, before any amount shall be paid to the holders of Common Stock, an amount in cash per share of Series A Preferred Stock equal to the greater of: (i) 150% of the Stated Value and ​ The Series A Preferred Stock are redeemable upon the occurrence of any transaction or series of related transactions pursuant to which the Company effects (i) any merger or consolidation of the Company where the Company is not the surviving entity, (ii) any sale of all or substantially all of its assets, or (iii) any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (a “Fundamental Transaction”). In the event of a Fundamental Transaction, holders of Series A Preferred Stock are entitled to receive in cash the greatest of: (i) 150% of the Stated Value, ​ As part of the Company’s analysis of the classification of the Series A Preferred Stock, the Company considered the guidance in ASC 480-10-S99-3A and in particular paragraphs 2 and 3f, which require preferred securities that are redeemable for cash or other assets to be classified outside of permanent equity if they are redeemable upon the occurrence of an event that is not solely within the control of the issuer. Due to the consideration payable upon a Fundamental Transaction and the liquidation preferences of the Series A Preferred Stock providing for payout on the Series A Preferred Stock prior to payment to the Common Stockholders, the Company cannot avail itself of the limited exception of paragraph ASC 480-10-S99-3A-3f. As a result, the Company concluded that the Series A Preferred Stock are subject to ASR 268, Presentation in Financial Statements of “Redeemable Preferred Stocks,” and should be classified outside of permanent equity. Pursuant to the Plan, holders of preferred shares as discussed in Note -1 shall not receive any distribution and their Equity interests shall be extinguished.

EARN-OUT SHARES

EARN-OUT SHARES	6 Months Ended
	Jun. 30, 2024
EARN-OUT SHARES
EARN-OUT SHARES	NOTE 13 - EARN-OUT SHARES ​ In connection with the Business Combination, certain of the Company’s original stockholders are entitled to receive up to 3,000,000 Earn-out shares in three tranches: (1) the first tranche of 1,000,000 Earn-out shares will be issued when the volume-weighted average price per share of the Company’s Common Stock is $12.50 or greater for 20 trading days in any consecutive 30 trading day period commencing 6 months after the Closing and ending at the third anniversary of the Closing; (2) the second tranche of 1,000,000 Earn-out shares will be issued when the volume-weighted average price per share of the Company’s Common Stock is $15.00 or greater for 20 trading days in any consecutive 30 trading day period commencing 6 months after the Closing and ending at the third anniversary of the Closing; and · (3) the third tranche of 1,000,000 Earn-out shares will be issued when the volume-weighted average price per share of the Company’s Common Stock is $17.50 or greater for 20 trading days in any consecutive 30 trading day period commencing 6 months after the Closing and ending at the third anniversary of the Closing. The Earn-out shares will be allocated among the Company’s stockholders in proportion to the number of shares issued to them at the closing that continue to be held by them. Due to the variability in the number of Earn-out shares at settlement which could change upon a control event, the Earn-out arrangement contains a settlement provision that violates the indexation guidance under ASC 815-40 and liability classification is required. The Company recorded the earnout liability initially at fair value, and subsequently remeasures the liability with changes in fair value recorded in the Condensed Consolidated Statement of Operations at each reporting period. As of March 31, 2024, the fair value of the outstanding earnout liability was $0.13 million. Following the Petition Date, the Company reassessed the fair value of the Company Earn-out shares. As a result, the Company determined that the fair value of the earnout liability was zero, as presented in the table below. ​ The changes in fair value of the earnout liability for the three and six months ended June 30, 2024 and 2023 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ Amount Earnout liability, December 31, 2023 ​ $ 620 Change in fair value ​ ​ (490) Earnout liability, March 31, 2024 ​ ​ 130 Change in fair value ​ ​ (130) Earnout liability, June 30, 2024 ​ $ — ​ ​ ​ ​ ​ ​ ​ Amount Earnout liability, December 31, 2022 ​ $ 12,810 Change in fair value ​ ​ (1,500) Earnout liability, March 31, 2023 ​ ​ 11,310 Change in fair value ​ ​ (6,700) Earnout liability, June 30, 2023 ​ $ 4,610 ​

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	6 Months Ended
	Jun. 30, 2024
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION	NOTE 14 — STOCK-BASED COMPENSATION During May 2023, the Company issued 20,000 shares of Common Stock to a consultant for services received. The fair value of the shares issued of $0.2 million was recognized as a selling, general and administrative expense with a corresponding credit to additional paid-in capital. 2022 Equity Incentive Plan During 2022, the Company established the 2022 Equity Incentive Stock Plan (the "2022 Plan"), which authorizes the issuance of incentive and nonqualified stock options and restricted stock units (“RSUs”) for the acquisition of shares of Common Stock, as well as grants of restricted Common Stock units to employees, officers, directors, and consultants of the Company. The 2022 Plan provides that the exercise price of incentive stock options cannot be less than 100% of the fair market value of the Common Stock on the date of the award for participants who own less than 10% of the total combined voting power of stock of the Company, and not less than 110% for participants who own more than 10% of the Company’s voting power. The vesting period for the option is outlined in percentage installments on the grant notice. The option can only be exercised to the extent that it is vested and exercisable. The grantee has the right to exercise the option until it expires or is terminated, as long as it is vested and exercisable. The stock options generally expire not more than ten years from the date of grant, who own less than 10% of the total combined voting power of stock of the Company and the expiration note more than 5 years from the date of grant, who own more than 10% of the Company’s voting power. ​ ​ As of June 30, 2024, there were 6,000,000 shares reserved and 5,889,525 available for future grants under the 2022 Plan. ​ Stock option activity for the six months ended June 30, 2024 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-Average ​ ​ Aggregate ​ ​ Number of ​ Weighted-Average ​ ​ Remaining ​ ​ Intrinsic Value ​ Options Exercise Price ​ ​ Contractual Term ​ ​ (in thousands) Outstanding at December 31, 2023 1,562,497 ​ $ 4.67 ​ ​ 9.2 years ​ $ 35 Granted ​ — ​ ​ — ​ ​ ​ ​ ​ ​ Exercised ​ — ​ ​ — ​ ​ ​ ​ ​ ​ Cancelled ​ (8,186) ​ ​ 5.20 ​ ​ ​ ​ ​ ​ Outstanding at June 30, 2024 ​ 1,554,311 ​ $ 4.67 ​ ​ 8.7 years ​ $ — Exercisable at June 30, 2024 ​ — ​ ​ — ​ ​ ​ ​ ​ ​ Vested and expected to vest as of June 30, 2024 ​ 1,554,311 ​ $ 4.67 ​ ​ 8.7 years ​ $ — ​ ​ As of June 30, 2024, unamortized compensation expense related to unvested stock options was $2.6 million, which is expected to be recognized over a weighted average period of 2.58 ​ Dividend Rate Expected Volatility Risk-Free Interest Rate Expected Term Forfeiture Rate ​ The Company’s 2022 Plan has a “clawback policy” based on which the Company may recover from a participant any compensation received from any stock right (whether or not settled) or cause a participant to forfeit any such stock right in the event that the Company’s clawback policy then in effect is triggered. The Company’s clawback policy is compliant with provisions of applicable law, including the requirements set forth in Listing Rule 5608 of the corporate governance rules of the Nasdaq Stock Market. ​ Restricted Stock Units ​ During October 2023 and February 2024, the Company granted 736,250 and 2,653,067, respectively, RSUs to certain employees under the 2022 Plan. Of the RSUs granted in October 2023, 543,750 cliff vest on October 25, 2025, and the remaining 192,500 fully vested on the grant date. The RSUs granted in February 2024 vest over a period of two ​ RSU activity for the six months ended June 30, 2024, was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ Weighted-Average ​ ​ Units Exercise Price Unvested at December 31, 2023 ​ 543,750 ​ $ 0.86 Granted 2,653,067 ​ ​ 0.73 Vested ​ — ​ ​ — Forfeited ​ — ​ ​ — Unvested balance at June 30, 2024 ​ 3,196,817 ​ $ 0.75 ​ The Company has recorded stock-based compensation expense for the three and six months ended June 30, 2024 and 2023 related to the grants of stock option awards to employees and nonemployees in the Condensed Consolidated Statement of Operations as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended June 30 ​ Six months ended June 30 ​ 2024 ​ 2023 ​ 2024 ​ ​ 2023 Cost of revenue $ 7 ​ $ 7 ​ $ 2 ​ ​ $ 7 Sales and marketing ​ 77 ​ ​ 39 ​ ​ 133 ​ ​ ​ 66 Research and development ​ 98 ​ ​ 65 ​ ​ 191 ​ ​ ​ 112 General and administrative ​ 274 ​ ​ 232 ​ ​ 544 ​ ​ ​ 384 ​ $ 456 ​ $ 343 ​ $ 870 ​ ​ $ 569 ​ For the six months ended June 30, 2024 and 2023, the Company recorded stock-based compensation expense related to the vested RSUs of $0.4 million. As of June 30, 2024, unamortized compensation expense related to unvested stock options was $2.3 million, which is expected to be recognized over a weighted average period of 1.95 ​ The Company did not recognize any tax benefits related to stock-based compensation expense during the three and six months ended June 30, 2024 and 2023. ​ 2023 Employee Stock Purchase Plan The Company’s Board of Directors previously adopted, and the Company's stockholders approved, the Company’s 2023 Employee Stock Purchase Plan (the “2023 ESPP”). The 2023 ESPP is a broad-based plan that provides employees of the Company and its designated affiliates with the opportunity to become stockholders through periodic payroll deductions that are applied towards the purchase of shares of the Company’s Common Stock at a discount from the then-current market price. Subject to adjustment in the case of certain capitalization events, a total of 500,000 shares of Common Stock were available for purchase at adoption of the 2023 ESPP. The first offering period under the plan commenced on June 15, 2023 . ​ The Company estimates the fair value of ESPP grants on their grant date using the Black-Scholes option pricing model. The estimated fair value of ESPP grants is amortized on a straight-line basis over the requisite service period of the grants. The Company reviews, and when deemed appropriate, updates the assumptions used on a periodic basis. The Company utilizes its estimated volatility in the Black-Scholes option pricing model to determine the fair value of ESPP grants. 2023 ESPP was terminated by the Company during the three months ended March 31, 2024. The Company refunded all cash received back to the employees prior to issuing any shares.

NET INCOME (LOSS) ATTRIBUTABLE

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	6 Months Ended
	Jun. 30, 2024
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	NOTE 15 — NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS The following table sets forth the computation of the basic and diluted net loss per share attributable to Common Stockholders for the three and six months ended June 30, 2024 and 2023 (in thousands, except shares and per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended June 30, ​ Six months ended June 30, ​ ​ 2024 ​ 2023 ​ 2024 ​ 2023 Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income attributable to common stockholders - Basic ​ $ (15,181) ​ $ 905 ​ $ (11,740) ​ $ (5,987) Interest expense and remeasurement of Senior Convertible Notes liability ​ ​ — ​ ​ (1,168) ​ ​ ​ ​ ​ — Net loss attributable to common stockholders - Diluted ​ $ (15,181) ​ $ (263) ​ $ (11,740) ​ $ (5,987) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average common shares outstanding - Basic ​ ​ 17,393,524 ​ ​ 16,057,630 ​ ​ 17,393,253 ​ ​ 16,045,110 Senior convertible notes ​ ​ — ​ ​ 3,083,601 ​ ​ — ​ ​ — Weighted-average common shares outstanding - Diluted ​ ​ 17,393,524 ​ ​ 19,141,231 ​ ​ 17,393,253 ​ ​ 16,045,110 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income per share - Basic ​ $ (0.87) ​ $ 0.06 ​ $ (0.67) ​ $ (0.37) Net loss per share - Diluted ​ $ (0.87) ​ $ (0.01) ​ $ (0.67) ​ $ (0.37) ​ Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. As of June 30, 2024 and 2023, earnout shares for 3,000,000 shares of common stock were excluded from diluted earnings per share as they are subject to performance or market conditions that were not achieved at the reporting date. The potential shares of Common Stock that were excluded from the computation of diluted net loss per share attributable to Common Stockholders for the three and six ended June 30, 2024 and 2023 because including them would have been antidilutive are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended June 30, ​ ​ Six months ended June 30, ​ ​ ​ 2024 ​ ​ 2023 ​ ​ 2024 ​ ​ 2023 Outstanding RSUs ​ ​ 3,196,817 ​ ​ — ​ ​ 3,196,817 ​ ​ — Warrants to purchase Common Stock ​ ​ 11,966,611 ​ ​ 6,512,057 ​ ​ 11,966,611 ​ ​ 6,512,057 Options to purchase Common Stock ​ ​ 1,582,497 ​ ​ 1,465,817 ​ ​ 1,582,497 ​ ​ 1,465,817 Senior Convertible Notes ​ ​ 14,959,807 ​ ​ — ​ ​ 14,959,807 ​ ​ 3,083,601 Subordinated Convertible Notes ​ ​ 20,699,781 ​ ​ 3,535,673 ​ ​ 20,699,781 ​ ​ 3,357,648 ​ ​ ​ 52,405,513 ​ ​ 11,513,547 ​ ​ 52,405,513 ​ ​ 14,419,123 ​

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2024
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 16 — SUBSEQUENT EVENTS ​ The Company has evaluated events that occurred subsequent to June 30, 2024 through the date these condensed consolidated financial statements were issued for matters that required disclosure or adjustment in these condensed consolidated financial statements. ​ On July 30, 2024, the Bankruptcy Court entered an order (the “Confirmation Order”), confirming the Plan. ​

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (15,181)	$ 905	$ (11,740)	$ (5,987)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

BASIS OF ACCOUNTING AND SUMMA_2

BASIS OF ACCOUNTING AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2024
BASIS OF ACCOUNTING AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States of America (“U.S GAAP”). The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or any future periods. The condensed consolidated balance sheet as of December 31, 2023 has been derived from audited financial statements at that date but does not include all of the information required by GAAP for complete financial statements.
Principles of Consolidation	Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation.
Liquidity and Management's Plans	Liquidity and Management’s Plans The Company has incurred recurring losses from operations and recurring negative cash flows from operating activities. The Company expects operating losses and negative cash flows from operations to continue for the foreseeable future. In accordance with ASC Subtopic 205-40, Presentation of Financial Statements-Going Concern The accompanying financial statements have been prepared in accordance with U.S. GAAP assuming that the Company will continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. Management’s Plans Related to Going Concern The Company’s ability to continue as a going concern depends principally on its ability to successfully exit the Chapter 11 Cases, including the completion of the financings proposed within the RSA. Upon the successful exit from the Chapter 11 Cases, the Company’s ability to continue as a going concern will depend upon its ability to execute on its plans to achieve revenue growth forecast, control operating costs, and obtain additional financing. The Company’s successful exit from the Chapter 11 Cases, the outcome of such exit, and the Company’s post exit operating plans are subject to many factors currently unknown and there can be no assurance that the current operating plan or cash flow break-even plan will be achieved in the time frame anticipated by the Company. ​ In addition to the Chapter 11 Cases, based on the Company’s current level of expenditures and future cash flow projections, the Company believes it’s current unrestricted cash balance will not be sufficient for the Company to continue operations as a going concern for at least one year from the issuance date of these condensed consolidated financial statements. Additionally, the indentures governing the Company’s Senior Convertible Notes and Subordinated Convertible Notes (as defined below and, collectively the “Convertible Notes”) contain monthly and quarterly financial covenants. Failure to comply with the covenants or obtain a waiver and extension from the holders of each series of our Convertible Notes could result in an event of default under each of the indentures governing the Convertible Notes and result in an acceleration of the Convertible Notes. The Company believes these factors raise substantial doubt about its ability to continue as a going concern.
Use of Estimates	Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and disclosure of contingent assets and liabilities. Though macroeconomic factors such as inflation, exchange rate fluctuations and concerns about an economic downturn present additional uncertainty, the Company continues to use the best information available to form its critical accounting estimates. Actual results could differ from these estimates, and such differences could materially affect the results of operations reported in future periods. The Company’s significant estimates in these consolidated financial statements relate to the fair values, and the underlying assumptions used to formulate such fair values, of its Series A Preferred Stock, Convertible Notes, earn-out liability, and warrants. Estimates also include the provision for credit losses, warranty and earned discount accruals, measurements of tax assets and liabilities and stock-based compensation.
Concentrations, Credit Risk and Market Risk	Concentrations, Credit Risk and Market Risk Financial instruments that potentially subject the Company to a concentration of credit risk principally consist of accounts receivable and cash. The Company sells its products to customers primarily in North America and Europe. To reduce credit risk, management performs periodic credit evaluations of its customers’ financial condition. No customers exceeded more than 10% of the Company’s accounts receivables or revenue as of and for the six months ended June 30, 2024 and December 31, 2023. The Company maintains its cash in bank accounts which, at times, may exceed federally insured limits as guaranteed by the Federal Deposit Insurance Corporation (“FDIC”). As of June 30, 2024 and December 31, 2023, the Company had $5.1 million and $6.8 million in excess of the FDIC insured limit, respectively. The Company’s investment policy, which is predicated on capital preservation and liquidity, limits investments to instruments denominated and payable in U.S. dollars. The Company believes its credit risk is mitigated due to the high quality of the banks in which it places its deposits. Historically, the Company has not experienced significant credit losses from financial instruments.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The accounting standard for fair value measurements provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. Fair value is defined as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. This accounting standard establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs that may be used to measure fair value: Level 1 Inputs — Level 2 Inputs — Level 3 Inputs — no Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. The Company’s financial instruments consist primarily of cash, accounts receivable (net of allowance for doubtful accounts), accounts payable and accrued expenses, long-term debt instruments, earnout and warrant liabilities. The carrying amounts of financial instruments such as cash, restricted cash, accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued expenses approximate the related fair values due to the short-term maturities of these instruments. The carrying value of the Company’s equipment financing obligation is considered to approximate its fair value because the interest rate is comparable to current rates for financing available to the Company. Under the fair value option as prescribed by FASB Accounting Standards Codification (“ASC”) 825, Financial Instruments During the second quarter of 2024, in accordance with ASC 852, the Company adjusted the carrying amounts of all unsecured and potentially undersecured debt instruments to equal the expected amount of the allowed claim by expensing (within Reorganization items, net in the Condensed Consolidated Statements of Operations) $10.1 million and increasing the liability to the expected amount of the allowed claim. As of June 30, 2024, the entire carrying amount the Company’s debt, as well as any related remaining accrued and unpaid interest that existed as of the Petition Date, is included in the “Liabilities subject to compromise’ line in the Condensed Consolidated Balance Sheets. ​ As of June 30, 2024, the fair value of the Earnout liability and Warrant . ​ The following tables provide a summary of the financial instruments that are measured at fair value on a recurring basis (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ Fair Value Level 1 Level 2 Level 3 Senior Convertible Notes ​ $ 14,277 ​ $ — ​ $ — ​ $ 14,277 Subordinated Convertible Notes ​ ​ 18,320 ​ ​ — ​ ​ — ​ ​ 18,320 Earnout liability ​ ​ 620 ​ ​ — ​ ​ — ​ ​ 620 Warrant liability ​ ​ 96 ​ ​ — ​ ​ — ​ ​ 96 ​ A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.
Cash and Cash Equivalents and Restricted Cash	Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash and cash equivalents. At June 30, 2024 and December 31, 2023, the Company had no cash equivalents. Restricted Cash The Company’s restricted cash as of June 30, 2024 and December 31, 2023 of $0.7 million consisted of a letter of credit on hand w ith the Company ' s financial institution as collateral for an office lease
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets The Company’s long-lived assets primarily include property and equipment and finance and operating right-of-use assets. The Company reviews long-lived assets 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 measured by a comparison of the carrying amount of an asset to future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured at the amount by which the carrying amount of the asset exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of carrying amount or the fair value less costs to sell. During 2023, the Company moved to its new headquarters and principal manufacturing facility. Upon moving, the Company expensed a total of $0.3 million relating to the carrying value of the remaining leasehold improvements and amounts due under the remaining lease term of the previous facility. The right-of-use asset and leasehold improvements charge was recorded in other expense, net in the consolidated statements of operations for the year ended December 31, 2023.
Senior and Subordinated Convertible Notes	Senior and Subordinated Convertible Notes Prior to the Petition Date, the Company accounted for its Notes, as derivatives in accordance with, ASC 815, Derivatives and Hedging , depending on the nature of the derivative instrument. ASC 815 requires each contract that is not a derivative in its entirety be assessed to determine whether it contains embedded derivatives that are required to be bifurcated and accounted for as a derivative financial instrument. The embedded derivative is bifurcated from the host contract and accounted for as a freestanding derivative if the combined instrument is not accounted for in its entirety at fair value with changes in fair value recorded in earnings, the terms of the embedded derivative are not clearly and closely related to the economic characteristics of the host contract, and a separate instrument with the same terms as the embedded derivative would qualify as a derivative instrument. Embedded derivatives are measured at fair value and remeasured at each subsequent reporting period, and recorded within Convertible Notes, net on the accompanying Condensed Consolidated Balance Sheets and changes in fair value recorded in other expense within the Condensed Consolidated Statements of Operations. Debt discounts under these arrangements are amortized to interest expense using the interest method over the earlier of the term of the related debt or their earliest date of redemption. The Company has analyzed the redemption, conversion, settlement, and other derivative instrument features of its Convertible Notes. ● The Company identified that the (i) redemption features, (ii) Lender’s Optional Conversion feature, (iii) Lender’s Optional Conversion upon Merger Event feature and (iv) additional interest rate upon certain events feature meet the definition of a derivative. The Company analyzed the scope exception for all the above features under ASC 815-10-15-74(a). ● Based on the further analysis, the Company identified that the (i) Lender’s Optional Conversion feature, (ii) Lender’s Optional Conversion upon Merger Event feature and (iii) additional interest rate upon certain events feature, do not meet the settlement criteria to be considered indexed to equity. The Company concluded that each of these features should be classified as a derivative liability measured at fair value with the changes in fair value in the Condensed Consolidated Statement of Operations. ● The Company also identified that the redemption features are settled in cash and do not meet the indexed to equity and the equity classification scope exception, thus, they must be bifurcated from the Convertible Notes and accounted for separately at fair value on a recurring basis reflecting the changes in fair value in the Condensed Consolidated Statement of Operations. The Company determined the Convertible Notes contained multiple embedded derivatives that are required to be bifurcated, two of which are conversion features. As per ASC 815, the fair value election is allowable provided the debt was not issued at a substantial premium. The Company concluded that the Convertible Notes were not issued at a premium and hence the Company elected the fair value option under ASC 815-15-25. The Company elected to record changes in fair value through the Condensed Consolidated Statement of Operations as a fair value adjustment of the convertible debt at each reporting period (with the portion of the change that results from a change in the instrument-specific credit risk recorded separately in other comprehensive income, if applicable). The Company has elected to separately present interest expense related to the Convertible Notes within the Condensed Consolidated Statement of Operations. Thus, the multiple embedded derivatives do not need to be separately bifurcated and fair valued. As of December 31, 2023, the Convertible Notes are reflected at their respective fair values on the Condensed Consolidated Balance Sheets. During the second quarter of 202 4 , in accordance with ASC 852, the Company adjusted the carrying amounts of all unsecured and potentially undersecured debt instruments to equal the expected amount of the allowed claim.
Warrants	Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and then remeasured at fair value at each balance sheet date thereafter. Changes in the estimated fair value of the liability classified warrants are recognized as other income or expense on the Condensed Consolidated Statement of Operations.
Revenue Recognition	Revenue Recognition The Company creates customized precision milled intraoral medical devices and recognizes revenue upon meeting the following criteria: ● Identifying the contract with a customer: Customers submit an order in the form of a prescription and oral scan to the Company. ● Identifying the performance obligations within the contract: The sole performance obligation is the delivery of a completed customized intraoral device. ● Determining the transaction price: Prices are determined by standardized pricing sheets and adjusted for discounts, allowances and remakes. ● Allocating the transaction price to the performance obligations: The full transaction price is allocated to the completed intraoral device as it is the only element in the transaction. ● Recognizing revenue as the performance obligation is satisfied at a point in time: revenue is recognized upon transfer of control which occurs upon shipment of the product. The Company does not require collateral or any other form of security from customers. Inbound shipping and handling costs related to sales are billed to customers. The Company charges for inbound shipping/handling and the costs are classified as Cost of Revenue. Outbound shipping costs are not billed to customers and are included in sales and marketing expenses. Taxes collected from customers and remitted to governmental authorities are excluded from revenue. Standalone selling price for the various intraoral device models are determined using the Company’s standard pricing sheet. The Company invoices customers upon shipment of the product and invoices are due within 30 days. Amounts that have been invoiced are recorded in accounts receivable and revenue as all revenue recognition criteria have been met. The Company does not have a financing component related to its revenue arrangements. The Company utilizes the practical expedient which permits expensing of costs to obtain a contract when the expected amortization period is one year or less. Accordingly, the Company expenses employee sales commissions when incurred as the period over which the sales commission asset that would have been recognized is less than one year.
Leases	Leases The Company assesses at contract inception whether a contract is, or contains, a lease. Generally, the Company determines that a lease exists when (1) the contract involves the use of a distinct identified asset, (2) the Company obtains the right At the lease commencement date, the Company recognizes a right-of-use (“ROU”) asset and a lease liability for all leases, except short term leases with an original term of twelve months or less. The ROU asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of the lease payments under the lease. The ROU asset is initially measured at cost, which primarily comprises the initial amount of the lease liability, less any lease incentives received. All ROU assets are periodically reviewed for impairment in accordance with standards that apply to long-lived assets. The lease liability is initially measured at the present value of the lease payments, discounted using an estimate of the Company’s incremental borrowing rate for a collateralized loan with the same term as the underlying leases for operating leases and the implied rate in the lease agreement for finance leases. Lease payments included in the measurement of lease liabilities consist of (1) fixed lease payments for the noncancelable lease term, (2) fixed lease payments for optional renewal periods where it is reasonably certain the renewal option will be exercised, and (3) variable lease payments that depend on an underlying index or rate, based on the index or rate in effect at lease commencement. The Company’s real estate operating lease agreement requires variable lease payments that do not depend on an underlying index or rate established at lease commencement. Such payments and changes in payments are recognized in operating expenses when incurred. Lease expense for operating leases consists of the fixed lease payments recognized on a straight-line basis over the lease term plus variable lease payments as incurred. Lease expense for finance leases consists of the amortization of assets obtained under finance leases on a straight-line basis over the lease term and interest expense on the lease liability based on the discount rate at lease commencement.
Net Loss per Share Attributable to Common Stockholders	Net Loss per Share Attributable to Common Stockholders Basic net income (loss) per share attributable to Common Stockholders is calculated by dividing the net income (loss) attributable to Common Stockholders by the weighted average number of shares of Common Stock outstanding during the period, without consideration of potentially dilutive securities. Diluted net income (loss) per share is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock and potentially dilutive securities outstanding for the period. For the purposes of the diluted net income (loss) per share calculation, common stock options, RSU awards, Convertible Series A Preferred Stock, warrants to purchase common stock, earnout shares, and convertible notes are considered to be potentially dilutive securities. For the periods presented that the Company has reported a net loss, diluted net loss per common share is the same as basic net loss per common share for those periods.
Recent Accounting Pronouncements	Recent Accounting Pronouncements During November 2023, the FASB issued ASU 2023-07, Segment Reporting-Improvements to Reportable Segment Disclosures ​ In December 2023, the FASB released ASU 2023-09, titled "Enhancements to Income Tax Disclosures," with the aim of improving the clarity and usefulness of income tax disclosures. The update focuses primarily on enhancing disclosures related to rate reconciliation and income taxes paid. ASU 2023-09 becomes effective for annual reporting periods starting after December 15, 2024, with early adoption permitted. While the changes prescribed by ASU 2023-09 are implemented prospectively, retrospective application is also allowed. The Company has chosen not to early adopt this standard and is currently evaluating the impact of adoption on the Company’s consolidated financial statements and its related disclosures. ​ The Company continues to monitor new accounting pronouncements issued by the FASB and does not believe any other accounting pronouncements issued through the date of this report will have a material impact on the Company's consolidated financial statements.

BASIS OF ACCOUNTING AND SUMMA_3

BASIS OF ACCOUNTING AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
	Jun. 30, 2024
BASIS OF ACCOUNTING AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Summary of the financial instruments that are measured at fair value on a recurring basis	The following tables provide a summary of the financial instruments that are measured at fair value on a recurring basis (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ Fair Value Level 1 Level 2 Level 3 Senior Convertible Notes ​ $ 14,277 ​ $ — ​ $ — ​ $ 14,277 Subordinated Convertible Notes ​ ​ 18,320 ​ ​ — ​ ​ — ​ ​ 18,320 Earnout liability ​ ​ 620 ​ ​ — ​ ​ — ​ ​ 620 Warrant liability ​ ​ 96 ​ ​ — ​ ​ — ​ ​ 96

INVENTORY (Tables)

INVENTORY (Tables)	6 Months Ended
	Jun. 30, 2024
INVENTORY
Schedule of Inventory	Inventory consists of the following ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ December 31, ​ 2024 2023 Raw materials ​ $ 1,296 ​ $ 1,967 Work-in-process ​ 176 ​ 72 ​ ​ $ 1,472 ​ $ 2,039

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	6 Months Ended
	Jun. 30, 2024
PROPERTY AND EQUIPMENT
Schedule of Property and equipment	Property and equipment consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ December 31, ​ 2024 2023 Manufacturing equipment ​ $ 4,324 ​ $ 4,042 Computers and software ​ 1,215 ​ 1,200 Construction in progress ​ ​ 100 ​ ​ — Leasehold improvements ​ 846 ​ 846 ​ ​ 6,485 ​ 6,088 Less: accumulated depreciation ​ (3,460) ​ (2,730) Property and equipment, net ​ $ 3,025 ​ $ 3,358

ACCRUED EXPENSES (Tables)

ACCRUED EXPENSES (Tables)	6 Months Ended
	Jun. 30, 2024
ACCRUED EXPENSES
Schedule of accrued compensation and other accrued expenses	Accrued expenses consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ December 31, ​ 2024 2023 Compensation related accruals ​ $ 1,615 ​ $ 3,387 Marketing programs ​ ​ 786 ​ ​ 934 Interest ​ ​ — ​ ​ 382 Warranty ​ ​ 465 ​ ​ 465 Professional fees ​ ​ 1,206 ​ ​ 632 Inventory purchases and freight ​ ​ — ​ ​ 613 Other ​ ​ 122 ​ ​ 343 ​ ​ $ 4,194 ​ $ 6,756 ​

LEASES (Tables)

LEASES (Tables)	6 Months Ended
	Jun. 30, 2024
LEASES
Schedule of components of lease cost, weighted average lease terms and discount rates	The components of the Company’s lease cost, weighted average lease terms and discount rates are presented in the tables below (in thousands, except lease term and discount rate): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended June 30, Six months ended June 30, ​ ​ 2024 2023 2024 2023 Operating lease expense: ​ ​ ​ ​ ​ Operating lease cost ​ $ 223 ​ $ 223 ​ $ 447 ​ $ 488 Finance lease expense: ​ ​ ​ ​ ​ ​ ​ ​ Amortization of assets obtained under finance leases ​ ​ 313 ​ ​ 216 ​ ​ 578 ​ ​ 397 Interest on lease liabilities ​ ​ 86 ​ ​ 78 ​ ​ 176 ​ ​ 156 Variable lease expense ​ ​ 19 ​ ​ — ​ ​ 22 ​ ​ — Total expense ​ $ 641 ​ $ 517 ​ $ 1,223 ​ $ 1,041 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ December 31, ​ ​ ​ 2024 2023 Operating leases: ​ ​ ​ ​ ​ ​ Weighted average remaining lease term (in years) ​ 8.75 ​ ​ 9.0 ​ Weighted average discount rate ​ 10.00 % ​ 10.00 % Finance leases: ​ ​ ​ ​ ​ ​ Weighted average remaining lease term (in years) ​ 3.17 ​ ​ 3.0 ​ Weighted average discount rate ​ 10.65 % ​ 10.21 % ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended June 30, ​ ​ 2024 2023 Supplemental cash flow information related to operating leases was as follows (in thousands): ​ ​ ​ Operating cash flows from operating leases ​ $ 418 ​ $ 152 Operating cash flows from finance leases (interest) ​ ​ 181 ​ ​ 156 Financing cash flows from finance leases (principal portion) ​ ​ 459 ​ ​ 658
Schedule of right-of-use assets	Right-of-use assets consisted of the following (in thousands) : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ December 31, ​ ​ 2024 2023 Manufacturing equipment $ 5,583 ​ $ 5,237 Computers and software ​ ​ 686 ​ ​ 700 Leasehold improvements ​ 218 ​ 218 Total ​ 6,487 ​ 6,155 Less accumulated amortization ​ (3,141) ​ (2,890) ROU assets for finance leases ​ 3,346 ​ 3,265 ROU assets for operating leases ​ 4,892 ​ 5,069 Total ROU assets ​ $ 8,238 ​ $ 8,334
Schedule of maturities of finance lease liabilities	At June 30, 2024, the following table presents maturities of the Company’s finance and operating lease liabilities ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended June 30, 2024 Finance ​ Operating 2024 (remaining 6 months) ​ $ 681 ​ $ 419 2025 ​ ​ 1,286 ​ ​ 861 2026 ​ ​ 983 ​ ​ 887 2027 ​ 430 ​ ​ 914 2028 ​ ​ 333 ​ 941 Thereafter ​ ​ 15 ​ ​ 4,056 Total minimum lease payments ​ ​ 3,728 ​ 8,078 Less amount representing interest ​ ​ (498) ​ (2,701) Present value of minimum lease payments ​ ​ 3,230 ​ 5,377 Less current portion ​ ​ (1,086) ​ (333) Lease obligations, less current portion ​ $ 2,144 ​ $ 5,044 ​
Schedule of future minimum rental payments required under operating lease	​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended June 30, 2024 Finance ​ Operating 2024 (remaining 6 months) ​ $ 681 ​ $ 419 2025 ​ ​ 1,286 ​ ​ 861 2026 ​ ​ 983 ​ ​ 887 2027 ​ 430 ​ ​ 914 2028 ​ ​ 333 ​ 941 Thereafter ​ ​ 15 ​ ​ 4,056 Total minimum lease payments ​ ​ 3,728 ​ 8,078 Less amount representing interest ​ ​ (498) ​ (2,701) Present value of minimum lease payments ​ ​ 3,230 ​ 5,377 Less current portion ​ ​ (1,086) ​ (333) Lease obligations, less current portion ​ $ 2,144 ​ $ 5,044 ​

REORGANIZATION ITEMS, NET (Tabl

REORGANIZATION ITEMS, NET (Tables)	6 Months Ended
	Jun. 30, 2024
REORGANIZATION ITEMS, NET
Schedule of reorganization items presented in unaudited condensed consolidated statement of operations	Reorganization items incurred as a result of the Chapter 11 Cases are presented separately in the accompanying Unaudited Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2024 and are summarized below (in thousands): ​ ​ ​ ​ ​ ​ Amount Professional fees ​ $ 2,126 Other bankruptcy-related costs ​ ​ 41 Debt value accounting adjustment ​ ​ 10,081 Total ​ $ 12,248 ​

LIABILITIES SUBJECT TO COMPRO_2

LIABILITIES SUBJECT TO COMPROMISE (Tables)	6 Months Ended
	Jun. 30, 2024
LIABILITIES SUBJECT TO COMPROMISE
LIABILITIES SUBJECT TO COMPROMISE	​ ​ ​ ​ ​ ​ June 30, 2024 Senior Convertible Notes ​ $ 15,500 Subordinated Convertible Notes ​ ​ 21,072 Total ​ $ 36,572 ​

DEBT (Tables)

DEBT (Tables)	6 Months Ended
	Jun. 30, 2024
DEBT
Schedule of convertible note	The Convertible Notes include the following embedded features: Embedded Feature Nature Description Optional redemption – Election of Company Redemption feature (embedded call option) At any time after the later of (i) the eighteen-month anniversary of the initial issue date and (ii) the date that the Senior Debt is no longer outstanding, if the daily volume weighted-average price of the Company’s Common Stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days exceeds $18.00, the Company may redeem a portion of or all of the principal amount (including accrued and unpaid interest), plus any liquidated damages and any other amounts due in respect of the Notes redeemable in cash. Mandatory redemption – Events of Default Redemption feature (embedded contingent call option) The Company is required to prepay all of the outstanding principal balance and accrued and unpaid interest upon bankruptcy-related events of default. Lenders’ Optional redemption – Events of Default Redemption feature (embedded contingent call option) Holders of at least 25% aggregate principal amount of the Notes can require the Company to pay all of the outstanding principal balance and accrued and unpaid interest upon any event of default that is not bankruptcy related. Lender’s Optional Conversion Conversion feature At each Lenders’ option, subject to specific conditions, it may convert all or any portion of its Notes at an initial conversion rate, which is reduced (and only reduced) at various dates and subject to certain adjustments to the conversion rate in the case of specified events. If a note is converted, the Company will adjust the conversion rate to account for any accrued and unpaid interest on such note plus any Make-Whole Amount related to such note. Lenders’ Optional Conversion Upon Merger Event Other feature Upon a merger event, Note holders of each $1,000 principal amount of Notes are entitled to convert such notes plus accrued interest, plus the Make-Whole Amount related to the in kind and amount of reference property that a holder of a number of shares of Common Stock equal to the conversion rate in effect immediately prior to such event would have owned or been entitled to receive upon such event. Additional interest rate upon certain non-credit related events Other feature Upon an event of default, additional interest will be incurred. Additional interest will also be incurred if the Notes are not freely tradeable. Ability to pay interest in kind (PIK Interest)* Other feature The Company has the election to pay interest in cash or in-kind. ​ *The PIK interest feature is only present in the Subordinated Convertible Note, and not available in the Senior Convertible Notes.
Schedule of fair value of convertible notes on issuance	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Senior Convertible Notes ​ Subordinated Convertible Notes Beginning fair value, December 31, 2023 ​ $ 14,277 ​ $ 18,320 Paid-in-kind interest ​ ​ — ​ ​ 572 Change in fair value of debt ​ ​ (1,543) ​ ​ (4,341) Fair value as of March 31, 2024 ​ ​ 12,734 ​ ​ 14,551 Accrued interest for Senior Convertible Notes ​ ​ 540 ​ ​ — Paid-in-kind interest for Subordinated Convertible Notes ​ ​ — ​ ​ 363 Reclassification of accrued interest of Senior Convertible Notes to DIP Facility ​ ​ 303 ​ ​ — Reorganization item, debt value accounting adjustment ​ ​ 3,923 ​ ​ 6,158 Roll-up of Senior Secured Convertible Notes to DIP Facility ​ ​ (2,000) ​ ​ — Liabilities subject to compromise as of June 30, 2024 ​ $ 15,500 ​ $ 21,072 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Senior Convertible Notes ​ Subordinated Convertible Notes Beginning fair value, December 31, 2022 ​ $ 13,651 ​ $ 10,356 Paid-in-kind interest ​ ​ — ​ ​ 724 Change in fair value of debt ​ ​ 827 ​ ​ 1,000 Fair value as of March 31, 2023 ​ ​ 14,478 ​ ​ 12,080 Paid-in-kind interest ​ ​ — ​ ​ 794 Change in fair value of debt ​ ​ (1,550) ​ ​ 2,352 Ending fair value, June 30, 2023 ​ $ 12,928 ​ $ 15,226
Equipment Financing Obligation
DEBT
Schedule of payments	At June 30, 2024, the Company’s future principal maturities under the equipment financing obligations are summarized as follows (in thousands) ​ ​ ​ ​ ​ Six Months Ended June 30, 2024 Amount 2024 (remaining 6 months) ​ $ 29 2025 ​ ​ 64 2026 ​ ​ 65 Total principal maturities ​ ​ 158 Less: current portion ​ ​ (60) Equipment financing obligation, net of current portion ​ $ 98

COMMON STOCK WARRANTS (Tables)

COMMON STOCK WARRANTS (Tables)	6 Months Ended
	Jun. 30, 2024
COMMON STOCK WARRANTS
Schedule of warrant activity	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding ​ ​ ​ ​ Issuance ​ December 31, ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ Liability Classified Warrants Period 2023 Granted Exercised Cancelled 2024 Expiration Convertible Notes Warrants - Senior Debt ​ Dec-22 ​ ​ 169,597 ​ ​ — ​ ​ — ​ ​ — ​ 169,597 ​ Dec-27 Convertible Notes Warrants - Subordinated Debt ​ Dec-22 ​ ​ 1,745,310 ​ ​ — ​ ​ — ​ ​ — ​ 1,745,310 ​ Dec-27 ​ ​ ​ ​ ​ 1,914,907 ​ ​ — ​ ​ — ​ ​ — ​ 1,914,907 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding ​ ​ ​ ​ Issuance ​ December 31, ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ Equity Classified Warrants Period 2023 Granted Exercised Cancelled 2024 Expiration Private Warrants ​ Dec-22 ​ ​ 196,256 ​ ​ — ​ ​ — ​ ​ — ​ 196,256 ​ Dec-27 Additional Private Warrants ​ Dec-22 ​ ​ 300,685 ​ ​ — ​ ​ — ​ ​ — ​ 300,685 ​ Dec-27 Public Warrants ​ Dec-22 ​ ​ 4,100,239 ​ ​ — ​ ​ — ​ ​ — ​ 4,100,239 ​ Dec-27 Transaction Warrants ​ Sep-Oct -23 ​ ​ 5,454,524 ​ ​ — ​ ​ — ​ ​ — ​ 5,454,524 ​ Sep-28 ​ ​ ​ ​ ​ 10,051,704 ​ ​ — ​ ​ — ​ ​ — ​ 10,051,704 ​ ​
Schedule of change in fair value of the outstanding warrants classified as liabilities	​ The changes in fair value of the outstanding warrants classified as liabilities for the three and six months ended June 30, 2024 and 2023 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Convertible Notes Warrants - Senior Debt ​ ​ Convertible Notes Warrants - Subordinated Debt ​ ​ Total Warrant liability, December 31, 2023 $ 9 ​ $ 87 ​ $ 96 Change in fair value ​ (5) ​ ​ (53) ​ ​ (58) Warrant liability, March 31, 2024 ​ 4 ​ ​ 34 ​ ​ 38 Change in fair value ​ (4) ​ ​ (34) ​ ​ (38) Warrant liability, June 30, 2024 $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Convertible Notes Warrants - Senior Debt ​ ​ Convertible Notes Warrants - Subordinated Debt ​ ​ Total Warrant liability, December 31, 2022 $ 177 ​ $ 1,814 ​ $ 1,991 Change in fair value ​ 81 ​ ​ 762 ​ ​ 843 Warrant liability, March 31, 2023 ​ 258 ​ ​ 2,576 ​ ​ 2,834 Change in fair value ​ (193) ​ ​ (1,913) ​ ​ (2,106) Warrant liability, June 30, 2023 $ 65 ​ $ 663 ​ $ 728 ​

COMMON STOCK (Tables)

COMMON STOCK (Tables)	6 Months Ended
	Jun. 30, 2024
COMMON STOCK
Schedule of reserved shares of Common Stock	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ December 31, ​ ​ 2024 ​ 2023 2022 Equity Incentive Plan reserve ​ 5,889,525 ​ ​ 5,889,525 Reserve for earn-out shares ​ ​ 3,000,000 ​ ​ 3,000,000 Reserve for exercise of Public Warrants ​ ​ 4,100,239 ​ ​ 4,100,250 Reserve for exercise of Private and Additional Private Warrants ​ ​ 496,941 ​ ​ 496,941 Reserve for Transaction Warrants ​ ​ 5,454,524 ​ ​ 5,454,524 Reserve for exercise of SPA warrants ​ ​ 2,262,585 ​ ​ 2,262,585 Reserve for convertible debt ​ ​ 15,761,044 ​ ​ 15,766,509 Employee stock purchase plan ​ ​ 500,000 ​ ​ 500,000 Reserve for convertible Series A Preferred Stock ​ ​ 9,436,000 ​ ​ 9,436,000 Total ​ 46,900,858 ​ ​ 46,906,334 ​

EARN-OUT SHARES (Tables)

EARN-OUT SHARES (Tables)	6 Months Ended
	Jun. 30, 2024
EARN-OUT SHARES
Schedule of changes in fair value of the earnout liability	The changes in fair value of the earnout liability for the three and six months ended June 30, 2024 and 2023 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ Amount Earnout liability, December 31, 2023 ​ $ 620 Change in fair value ​ ​ (490) Earnout liability, March 31, 2024 ​ ​ 130 Change in fair value ​ ​ (130) Earnout liability, June 30, 2024 ​ $ — ​ ​ ​ ​ ​ ​ ​ Amount Earnout liability, December 31, 2022 ​ $ 12,810 Change in fair value ​ ​ (1,500) Earnout liability, March 31, 2023 ​ ​ 11,310 Change in fair value ​ ​ (6,700) Earnout liability, June 30, 2023 ​ $ 4,610 ​

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	6 Months Ended
	Jun. 30, 2024
STOCK-BASED COMPENSATION
Summary of stock option activity	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-Average ​ ​ Aggregate ​ ​ Number of ​ Weighted-Average ​ ​ Remaining ​ ​ Intrinsic Value ​ Options Exercise Price ​ ​ Contractual Term ​ ​ (in thousands) Outstanding at December 31, 2023 1,562,497 ​ $ 4.67 ​ ​ 9.2 years ​ $ 35 Granted ​ — ​ ​ — ​ ​ ​ ​ ​ ​ Exercised ​ — ​ ​ — ​ ​ ​ ​ ​ ​ Cancelled ​ (8,186) ​ ​ 5.20 ​ ​ ​ ​ ​ ​ Outstanding at June 30, 2024 ​ 1,554,311 ​ $ 4.67 ​ ​ 8.7 years ​ $ — Exercisable at June 30, 2024 ​ — ​ ​ — ​ ​ ​ ​ ​ ​ Vested and expected to vest as of June 30, 2024 ​ 1,554,311 ​ $ 4.67 ​ ​ 8.7 years ​ $ —
Summary of non-vested restricted common C shares	​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ Weighted-Average ​ ​ Units Exercise Price Unvested at December 31, 2023 ​ 543,750 ​ $ 0.86 Granted 2,653,067 ​ ​ 0.73 Vested ​ — ​ ​ — Forfeited ​ — ​ ​ — Unvested balance at June 30, 2024 ​ 3,196,817 ​ $ 0.75
Summary of stock-based compensation expense	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended June 30 ​ Six months ended June 30 ​ 2024 ​ 2023 ​ 2024 ​ ​ 2023 Cost of revenue $ 7 ​ $ 7 ​ $ 2 ​ ​ $ 7 Sales and marketing ​ 77 ​ ​ 39 ​ ​ 133 ​ ​ ​ 66 Research and development ​ 98 ​ ​ 65 ​ ​ 191 ​ ​ ​ 112 General and administrative ​ 274 ​ ​ 232 ​ ​ 544 ​ ​ ​ 384 ​ $ 456 ​ $ 343 ​ $ 870 ​ ​ $ 569

NET INCOME (LOSS) ATTRIBUTABL_2

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS (Tables)	6 Months Ended
	Jun. 30, 2024
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS
Schedule of computation of the basic and diluted net loss per share attributable to common stockholders	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended June 30, ​ Six months ended June 30, ​ ​ 2024 ​ 2023 ​ 2024 ​ 2023 Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income attributable to common stockholders - Basic ​ $ (15,181) ​ $ 905 ​ $ (11,740) ​ $ (5,987) Interest expense and remeasurement of Senior Convertible Notes liability ​ ​ — ​ ​ (1,168) ​ ​ ​ ​ ​ — Net loss attributable to common stockholders - Diluted ​ $ (15,181) ​ $ (263) ​ $ (11,740) ​ $ (5,987) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average common shares outstanding - Basic ​ ​ 17,393,524 ​ ​ 16,057,630 ​ ​ 17,393,253 ​ ​ 16,045,110 Senior convertible notes ​ ​ — ​ ​ 3,083,601 ​ ​ — ​ ​ — Weighted-average common shares outstanding - Diluted ​ ​ 17,393,524 ​ ​ 19,141,231 ​ ​ 17,393,253 ​ ​ 16,045,110 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income per share - Basic ​ $ (0.87) ​ $ 0.06 ​ $ (0.67) ​ $ (0.37) Net loss per share - Diluted ​ $ (0.87) ​ $ (0.01) ​ $ (0.67) ​ $ (0.37)
Schedule of potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders because including them would have been antidilutive	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended June 30, ​ ​ Six months ended June 30, ​ ​ ​ 2024 ​ ​ 2023 ​ ​ 2024 ​ ​ 2023 Outstanding RSUs ​ ​ 3,196,817 ​ ​ — ​ ​ 3,196,817 ​ ​ — Warrants to purchase Common Stock ​ ​ 11,966,611 ​ ​ 6,512,057 ​ ​ 11,966,611 ​ ​ 6,512,057 Options to purchase Common Stock ​ ​ 1,582,497 ​ ​ 1,465,817 ​ ​ 1,582,497 ​ ​ 1,465,817 Senior Convertible Notes ​ ​ 14,959,807 ​ ​ — ​ ​ 14,959,807 ​ ​ 3,083,601 Subordinated Convertible Notes ​ ​ 20,699,781 ​ ​ 3,535,673 ​ ​ 20,699,781 ​ ​ 3,357,648 ​ ​ ​ 52,405,513 ​ ​ 11,513,547 ​ ​ 52,405,513 ​ ​ 14,419,123 ​

DESCRIPTION OF THE BUSINESS - R

DESCRIPTION OF THE BUSINESS - Restructuring Support Agreement (Details) - USD ($) $ in Thousands	May 07, 2024	Jun. 30, 2024	Jun. 05, 2024	Dec. 31, 2023
DESCRIPTION OF THE BUSINESS
Potential capital to the company		$ 26,403		$ 26,287
Debtor in Possession
DESCRIPTION OF THE BUSINESS
Notes issued in debtor-in-possession loans			$ 2,000
Debtor in Possession | Discharge of debt
DESCRIPTION OF THE BUSINESS
Potential capital to the company	$ 20,000
New money in debtor-in-possession loans	7,000
New money portion available as per DIP credit agreement	2,500
New-money equity capital raise	9,000
DIP credit agreement
DESCRIPTION OF THE BUSINESS
New money in debtor-in-possession loans			7,000
Notes issued in debtor-in-possession loans			$ 4,000
Bridge Notes | Debtor in Possession | Discharge of debt
DESCRIPTION OF THE BUSINESS
Notes issued in debtor-in-possession loans	4,000
Senior secured convertible notes | Debtor in Possession | Discharge of debt
DESCRIPTION OF THE BUSINESS
Notes issued in debtor-in-possession loans	$ 2,000
2022 Senior Convertible Notes | Debtor in Possession
DESCRIPTION OF THE BUSINESS
Percentage of issued and outstanding notes held	100%
2023 Senior Convertible Exchange Notes | Debtor in Possession
DESCRIPTION OF THE BUSINESS
Percentage of issued and outstanding notes held	100%
2022 Subordinated Convertible Notes | Debtor in Possession
DESCRIPTION OF THE BUSINESS
Percentage of issued and outstanding notes held	94.95%
2023 Subordinated Convertible Exchange Notes | Debtor in Possession
DESCRIPTION OF THE BUSINESS
Percentage of issued and outstanding notes held	100%

DESCRIPTION OF THE BUSINESS - D

DESCRIPTION OF THE BUSINESS - DIP Credit Agreement (Details) - USD ($)			6 Months Ended
	May 09, 2024	May 07, 2024	Jun. 30, 2024	Jun. 30, 2023	Jun. 05, 2024	Apr. 17, 2024
DESCRIPTION OF THE BUSINESS
Line of credit facility maturity date			Nov. 07, 2024
Proceeds from DIP facility			$ 9,500,000
pre-petition reorganization costs		$ 12,200,000
Cash paid for Reorganization items, net			1,377,000	$ 0
Senior secured convertible notes
DESCRIPTION OF THE BUSINESS
Aggregate amount borrowed			14,900,000			$ 2,000,000
2024 Bridge Notes
DESCRIPTION OF THE BUSINESS
Aggregate amount borrowed			$ 0			$ 5,000,000
Payment outstanding	$ 0
Debtor in Possession
DESCRIPTION OF THE BUSINESS
Credit available in notes					$ 2,000,000
Line of credit facility maturity date	Nov. 07, 2024
Exit fee (in percentage)	10%
Minimum liquidity requirement	$ 1,500,000
Proceeds from DIP facility	9,500,000
Expense requiring approval of noteholders	$ 200,000
Debtor in Possession | Prime
DESCRIPTION OF THE BUSINESS
Interest rate (in percentage)	9%

BASIS OF ACCOUNTING AND SUMMA_4

BASIS OF ACCOUNTING AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2024 USD ($) $ / shares	Jun. 30, 2024 USD ($) $ / shares	Dec. 31, 2023 USD ($) $ / shares	May 07, 2024 USD ($)
BASIS OF ACCOUNTING AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of customers exceeded 10% of sales / accounts receivable		0	0
Cash uninsured amount	$ 5,100,000	$ 5,100,000	$ 6,800,000
Increasing liability to the expected amount of allowed claim	10,100,000
Cash equivalents	0	0	0
Restricted cash	$ 700,000	700,000	$ 700,000
Lease cost		$ 300,000
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Invoices customers upon shipment product period		30 days
Revenue, Practical Expedient, Incremental Cost of Obtaining Contract [true false]		true
Potential capital	$ 26,403,000	$ 26,403,000	$ 26,287,000
Credit facility provided	$ 36,572,000	$ 36,572,000
Reorganization, Chapter 11, Debtor-in-Possession | Reorganization, Chapter 11, Discharge of Debt Adjustment
BASIS OF ACCOUNTING AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
New-money equity capital raise				$ 9,000,000
Potential capital				$ 20,000,000

BASIS OF ACCOUNTING AND SIGNIFI

BASIS OF ACCOUNTING AND SIGNIFICANT ACCOUNTING POLICIES - Fair value of Financial Instruments (Details) - Recurring - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Senior convertible notes
BASIS OF ACCOUNTING AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Fair value		$ 14,277,000
Subordinated convertible notes
BASIS OF ACCOUNTING AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Fair value		18,320,000
Earn-out liability
BASIS OF ACCOUNTING AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Fair value	$ 0	620,000
Warrant liability
BASIS OF ACCOUNTING AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Fair value	$ 0	96,000
Level 3 | Senior convertible notes
BASIS OF ACCOUNTING AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Fair value		14,277,000
Level 3 | Subordinated convertible notes
BASIS OF ACCOUNTING AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Fair value		18,320,000
Level 3 | Earn-out liability
BASIS OF ACCOUNTING AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Fair value		620,000
Level 3 | Warrant liability
BASIS OF ACCOUNTING AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Fair value		$ 96,000

INVENTORY (Details)

INVENTORY (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
INVENTORY
Raw Materials	$ 1,296	$ 1,967
Work-in-process	176	72
Inventory net	$ 1,472	$ 2,039

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
PROPERTY AND EQUIPMENT
Property and equipment, gross	$ 6,485,000		$ 6,485,000		$ 6,088,000
Less: accumulated depreciation	(3,460,000)		(3,460,000)		(2,730,000)
Property and equipment, net	3,025,000		3,025,000		3,358,000
Depreciation and amortization expense	400,000	$ 200,000	735,000	$ 361,000
Disposals of property and equipment			0	700,000
Accumulated depreciation on disposal of property and equipment				600,000
Loss on disposal of property and equipment				$ 117,000
Manufacturing equipment
PROPERTY AND EQUIPMENT
Property and equipment, gross	4,324,000		4,324,000		4,042,000
Computers and software
PROPERTY AND EQUIPMENT
Property and equipment, gross	1,215,000		1,215,000		1,200,000
Construction in progress
PROPERTY AND EQUIPMENT
Property and equipment, gross	100,000		100,000
Leasehold Improvements
PROPERTY AND EQUIPMENT
Property and equipment, gross	$ 846,000		$ 846,000		$ 846,000

ACCRUED EXPENSES - Components (

ACCRUED EXPENSES - Components (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Accrued compensation
Compensation related accruals	$ 1,615	$ 3,387
Marketing programs	786	934
Interest		382
Warranty	465	465
Professional fees	1,206	632
Inventory purchases and freight		613
Other	122	343
Accrued expenses	$ 4,194	$ 6,756

LEASES - General (Details)

LEASES - General (Details)			6 Months Ended
	Feb. 28, 2023 USD ($)	Dec. 15, 2022 USD ($)	Jun. 30, 2024 USD ($) agreement	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	May 17, 2022
LEASES
Operating lease, Remaining term (in months)	10 months
Monthly payment		$ 100,000
Impairment loss on the ROU	$ 300,000	$ 5,400,000	$ 0	$ 335,000
Impairment of leasehold	$ 100,000		0
Accrued liabilities			100,000
Security deposit			300,000
Amount of guarantee received			$ 1,700,000
Number of years rolling guarantee received			1 year
Letter of credit			$ 700,000
Number of finance leases entered | agreement			4
Total minimum lease payments			$ 3,728,000
ROU assets obtained in exchange for finance lease obligations			628,000	$ 1,274,000
Operating lease right-of-use assets			4,892,000		$ 5,069,000
Operating lease liabilities			$ 5,377,000
Minimum
LEASES
Finance lease, Remaining term (in years)			1 year
Maximum
LEASES
Finance lease, Remaining term (in years)			5 years
Lease for corporate headquarters
LEASES
Operating lease, Lease term (in years)						10 years
Manufacturing equipment
LEASES
Total minimum lease payments			$ 28,000
ROU assets obtained in exchange for finance lease obligations			$ 600,000
Manufacturing equipment | Minimum
LEASES
Finance lease, Remaining term (in years)			3 years
Manufacturing equipment | Maximum
LEASES
Finance lease, Remaining term (in years)			5 years

LEASES - Components of lease co

LEASES - Components of lease cost, weighted average lease terms and discount rates (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Lease Cost:
Operating lease cost	$ 223	$ 223	$ 447	$ 488
Finance lease cost:
Amortization of assets obtained under finance leases	313	216	578	397
Interest on lease liabilities	86	78	176	156
Variable lease expense	19		22
Total expense	$ 641	$ 517	$ 1,223	1,041
Weighted average remaining lease term:
Operating leases	8 years 9 months		8 years 9 months		9 years
Finance leases	3 years 2 months 1 day		3 years 2 months 1 day		3 years
Weighted average discount rate:
Operating leases	10%		10%		10%
Finance leases	10.65%		10.65%		10.21%
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases			$ 418	152
Operating cash flows from finance leases (interest)			181	156
Financing cash flows from finance leases (principal portion)			$ 459	$ 658

LEASES - Right-of-use assets (D

LEASES - Right-of-use assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
LEASES
Total	$ 6,487	$ 6,155
Less accumulated amortization	(3,141)	(2,890)
Right-of-use assets for finance leases	$ 3,346	$ 3,265
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Right-of-use assets for finance leases	Right-of-use assets for finance leases
Right-of-use assets for operating leases	$ 4,892	$ 5,069
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Right-of-use assets for operating leases	Right-of-use assets for operating leases
Total right-of-use assets	$ 8,238	$ 8,334
Manufacturing equipment
LEASES
Total	5,583	5,237
Computers and software
LEASES
Total	686	700
Leasehold Improvements
LEASES
Total	$ 218	$ 218

LEASES - Maturities of finance

LEASES - Maturities of finance lease liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Years ending December 31
2024 (remaining 6 months)	$ 681
2025	1,286
2026	983
2027	430
2028	333
Thereafter	15
Total minimum lease payments	3,728
Less amount representing interest	(498)
Present value of minimum lease payments	3,230
Less current portion	(1,086)	$ (1,052)
Finance lease liabilities, less current portion	$ 2,144	$ 2,009

LEASES - Maturities of operatin

LEASES - Maturities of operating lease liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Year ending December 31
2024 (remaining 6 months)	$ 419
2025	861
2026	887
2027	914
2028	941
Thereafter	4,056
Total minimum lease payments	8,078
Less amount representing interest	(2,701)
Present value of minimum lease payments	5,377
Less current portion	(333)	$ (304)
Operating lease liabilities, less current portion	$ 5,044	$ 5,221

REORGANIZATION ITEMS, NET (Deta

REORGANIZATION ITEMS, NET (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024
REORGANIZATION ITEMS, NET
Professional fees		$ 2,126
Other bankruptcy-related costs		41
Debt value accounting adjustment		10,081
Total	$ 12,248	$ 12,248

LIABILITIES SUBJECT TO COMPRO_3

LIABILITIES SUBJECT TO COMPROMISE (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Liabilities Subject to Compromise [Line Items]
Debt and Accrued Interest	$ 36,572
Senior Convertible Notes
Liabilities Subject to Compromise [Line Items]
Debt and Accrued Interest	15,500
Subordinated convertible notes
Liabilities Subject to Compromise [Line Items]
Debt and Accrued Interest	$ 21,072

DEBT - Equipment Financing Obli

DEBT - Equipment Financing Obligation (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Future principal maturities under the equipment financing obligation
2024 (remaining 6 months)	$ 29
2025	64
2026	65
Total principal maturities	158
Less current portion	(60)
Equipment financing obligation, net of current portion	$ 98

DEBT - Convertible debt agreeme

DEBT - Convertible debt agreements (Details)

6 Months Ended

Dec. 06, 2023

Dec. 05, 2023

Sep. 20, 2023 USD ($) $ / shares shares

Sep. 08, 2023 USD ($) shares

Jun. 29, 2023 USD ($)

Jun. 06, 2023

Jun. 05, 2023

Dec. 06, 2022 $ / shares shares

Jun. 30, 2024 USD ($) $ / shares

Apr. 17, 2024 USD ($)

Mar. 25, 2024 USD ($)

Dec. 31, 2023 $ / shares

Jul. 01, 2023 USD ($)

Aug. 26, 2022 USD ($)

DEBT

Preferred stock, par value (in dollars per share) | $ / shares

$ 0.0001

$ 0.0001

Threshold trading days

20

Threshold consecutive trading days

30

Convertible stock price trigger | $ / shares

$ 18

Principal amount

$ 1,000

Aggregate principal amount

25%

Compensating cash balance

$ 4,500,000

Maximum

DEBT

Compensating cash balance

$ 4,500,000

Series A Redeemable Convertible Preferred Stock

DEBT

Conversion price per share | $ / shares

$ 1

Share price | $ / shares

$ 1

Securities Purchase Agreement

DEBT

Conversion price per share | $ / shares

$ 1

Exercise price of warrants | $ / shares

$ 1

Securities Purchase Agreement | Series A Redeemable Convertible Preferred Stock

DEBT

Issuance of Common Stock - PIPE Equity

$ 10,400,000

Issuance of Common Stock - PIPE Equity (in shares) | shares

10,426

Preferred stock, par value (in dollars per share) | $ / shares

$ 0.0001

Shares issued price per share | $ / shares

$ 1,000

Convertible notes

DEBT

Compensating cash balance

$ 2,500,000

Convertible notes | Maximum

DEBT

Percent probability of the Convertibles Notes being freely tradeable or Company failure to timely file

5%

Convertible notes | Minimum

DEBT

Maturity

18 months

Senior secured convertible notes

DEBT

Equipment financing arrangements to purchase capital equipment

$ 14,900,000

$ 2,000,000

Additional Senior Secured Convertible Notes

DEBT

Equipment financing arrangements to purchase capital equipment

$ 2,000,000

Senior Convertible Notes

DEBT

Equipment financing arrangements to purchase capital equipment

$ 17,000,000

Issuance of Common Stock - PIPE Equity (in shares) | shares

36,469

Interest rate per annum

9%

Frequency of periodic payment

quarterly

Debt installment payments

$ 800,000

Debt repayment commencement date

Oct. 01, 2024

Senior Convertible Notes | Senior Convertible Notes warrants

DEBT

Number of common stock shares, called by warrants | shares

169,597

Exercise price of warrants | $ / shares

$ 11.50

Subordinated Convertible Notes

DEBT

Equipment financing arrangements to purchase capital equipment

$ 17,500,000

Maturity

3 years

Issuance of Common Stock - PIPE Equity (in shares) | shares

290,244

Spread on interest rate

9%

Convertible conversion ratio

222.22222

192.3808

192.3808

86.95665

Shares issued in debt conversion | shares

230,494

Conversion of Subordinated Convertible Notes to Common Stock

$ 1,000,000

Fair value of debt converted

$ 900,000

Subordinated Convertible Notes | Senior Convertible Notes warrants

DEBT

Number of common stock shares, called by warrants | shares

1,745,310

DEBT - Fair Value of Convertibl

DEBT - Fair Value of Convertible Notes (Details) - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2023
DEBT
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]		Fair Value Adjustment of Debt		Fair Value Adjustment of Debt	Fair Value Adjustment of Debt
Senior Convertible Notes
DEBT
Convertible notes, beginning balance	$ 12,734	$ 14,277	$ 14,478	$ 13,651	$ 13,651
Accrued Interest	540
Change in fair value of debt		(1,543)	(1,550)	827
Reclassification of accrued interest of Senior Convertible Notes to DIP Facility	303
Reorganization item, debt value accounting adjustment	3,923
Roll-up of Senior Secured Convertible Notes to DIP Facility	(2,000)
Convertible notes, ending balance	15,500	12,734	12,928	14,478	12,928
Subordinated Convertible Notes
DEBT
Convertible notes, beginning balance	14,551	18,320	12,080	10,356	10,356
Paid-in-kind interest	363	572	794	724
Change in fair value of debt		(4,341)	2,352	1,000
Reorganization item, debt value accounting adjustment	6,158
Convertible notes, ending balance	$ 21,072	$ 14,551	$ 15,226	$ 12,080	$ 15,226

DEBT - DIP Facility (Details)

DEBT - DIP Facility (Details) - USD ($) $ in Thousands			6 Months Ended
	Jun. 05, 2024	May 09, 2024	Jun. 30, 2024
Debt Instrument [Line Items]
Line of credit facility maturity date			Nov. 07, 2024
Proceeds from DIP facility			$ 9,500
Reorganization, Chapter 11, Debtor-in-Possession
Debt Instrument [Line Items]
Credit available in notes	$ 2,000
Line of credit facility maturity date		Nov. 07, 2024
Exit fee (in percentage)		10%
Minimum liquidity requirement		$ 1,500
Proceeds from DIP facility		$ 9,500
Reorganization, Chapter 11, Debtor-in-Possession | Prime
Debt Instrument [Line Items]
Interest rate (in percentage)		9%
DIP credit agreement
Debt Instrument [Line Items]
Line of credit available	13,000
Credit available in new money	7,000
Credit available in notes	$ 4,000
Exit fee (in percentage)	10%
Minimum liquidity requirement	$ 1,500
Proceeds from DIP facility			$ 5,500
DIP credit agreement | Prime
Debt Instrument [Line Items]
Interest rate (in percentage)	9%

DEBT - 2024 Bridge Notes (Detai

DEBT - 2024 Bridge Notes (Details) - USD ($)	Jun. 30, 2024	Apr. 17, 2024
2024 Bridge Notes
Debt Instrument [Line Items]
Aggregate amount borrowed	$ 0	$ 5,000,000
Senior secured convertible notes
Debt Instrument [Line Items]
Aggregate amount borrowed	$ 14,900,000	2,000,000
Additional Senior Secured Convertible Notes
Debt Instrument [Line Items]
Aggregate amount borrowed		$ 2,000,000

DEBT - Liabilities Subject to C

DEBT - Liabilities Subject to Compromise Under Chapter 11 (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 05, 2024	Apr. 17, 2024
Debt Instrument [Line Items]
Outstanding balance of notes	$ 158
Notes rolled into DIP financing	11,738
Court-approved claim amount reclassified as liabilities subject to compromise	36,572
Senior Secured Convertible Notes [Member]
Debt Instrument [Line Items]
Aggregate amount borrowed	14,900		$ 2,000
Interest accrued	500	$ 500
Outstanding balance of notes		17,500
Principal outstanding		$ 16,900
Notes rolled into DIP financing	2,000
Court-approved claim amount reclassified as liabilities subject to compromise	$ 15,500
Senior Notes [Member]
Debt Instrument [Line Items]
Interest rate	7%
Subordinated Secured Convertible Notes [Member]
Debt Instrument [Line Items]
Aggregate amount borrowed	$ 20,700
Interest accrued	900
Interest accrued, prior to bankruptcy	400
Court-approved claim amount reclassified as liabilities subject to compromise	36,600
New Common Stock issued on cancellation of debt	$ 7,000

COMMON STOCK WARRANTS (Details)

COMMON STOCK WARRANTS (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
COMMON STOCK WARRANTS
Warrant outstanding	11,966,611		11,966,611
Fair value of outstanding warrants		$ 38	$ 96	$ 728	$ 2,834	$ 1,991
Convertible Notes Warrants - Senior Debt
COMMON STOCK WARRANTS
Warrant outstanding	169,597		169,597
Fair value of outstanding warrants	$ 0	$ 4	$ 9	$ 65	$ 258	$ 177

COMMON STOCK WARRANTS - Warrant

COMMON STOCK WARRANTS - Warrant Activity (Details)	Jun. 30, 2024 shares
COMMON STOCK WARRANTS
Warrants Outstanding	11,966,611
Warrants Outstanding	11,966,611
Liability Classified Warrants
COMMON STOCK WARRANTS
Warrants Outstanding	1,914,907
Warrants Outstanding	1,914,907
Convertible Notes Warrants - Senior Debt
COMMON STOCK WARRANTS
Warrants Outstanding	169,597
Warrants Outstanding	169,597
Convertible Notes Warrants - Subordinated Debt
COMMON STOCK WARRANTS
Warrants Outstanding	1,745,310
Warrants Outstanding	1,745,310
Equity Classified Warrants
COMMON STOCK WARRANTS
Warrants Outstanding	10,051,704
Warrants Outstanding	10,051,704
Private Warrants
COMMON STOCK WARRANTS
Warrants Outstanding	196,256
Warrants Outstanding	196,256
Additional Private Warrants
COMMON STOCK WARRANTS
Warrants Outstanding	300,685
Warrants Outstanding	300,685
Public Warrants
COMMON STOCK WARRANTS
Warrants Outstanding	4,100,239
Warrants Outstanding	4,100,239
Transaction Warrants
COMMON STOCK WARRANTS
Warrants Outstanding	5,454,524
Warrants Outstanding	5,454,524

COMMON STOCK WARRANTS - Fair Va

COMMON STOCK WARRANTS - Fair Value of Outstanding Warrants (Details) - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Change in fair value of the outstanding warrants classified as liabilities
Warrant liability, beginning	$ 38	$ 96	$ 2,834	$ 1,991	$ 96	$ 1,991
Change in fair value	(38)	(58)	(2,106)	843	(96)	(1,264)
Warrant liability, ending		38	728	2,834		728
Convertible Notes Warrants - Senior Debt
Change in fair value of the outstanding warrants classified as liabilities
Warrant liability, beginning	4	9	258	177	9	177
Change in fair value	(4)	(5)	(193)	81
Warrant liability, ending	0	4	65	258	0	65
Convertible Notes Warrants - Subordinated Debt
Change in fair value of the outstanding warrants classified as liabilities
Warrant liability, beginning	34	87	2,576	1,814	$ 87	1,814
Change in fair value	$ (34)	(53)	(1,913)	762
Warrant liability, ending		$ 34	$ 663	$ 2,576		$ 663

COMMON STOCK - Schedule of comm

COMMON STOCK - Schedule of common stock (Details) - shares	Jun. 30, 2024	Dec. 31, 2023	Jun. 15, 2023
Class of Stock [Line Items]
Total	46,900,858	46,906,334
Reserve for convertible Series A Preferred Stock
Class of Stock [Line Items]
Total	9,436,000	9,436,000
Reserve for exercise of Public Warrants
Class of Stock [Line Items]
Total	4,100,239	4,100,250
Reserve for exercise of Private and Additional Private Warrants
Class of Stock [Line Items]
Total	496,941	496,941
Reserve for Transaction Warrants
Class of Stock [Line Items]
Total	5,454,524	5,454,524
Reserve for exercise of SPA warrants
Class of Stock [Line Items]
Total	2,262,585	2,262,585
Bridge Notes
Class of Stock [Line Items]
Total	15,761,044	15,766,509
Reserve for earn-out shares
Class of Stock [Line Items]
Total	3,000,000	3,000,000
2022 Equity Incentive Plan reserve
Class of Stock [Line Items]
Total	5,889,525	5,889,525
Employee stock purchase plan
Class of Stock [Line Items]
Total	500,000	500,000	500,000

COMMON STOCK (Details)

COMMON STOCK (Details) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Common stock, shares authorized	150,000,000	150,000,000
Par value per share	$ 0.0001	$ 0.0001
Common Stock
Class of Stock [Line Items]
Common stock, shares authorized	150,000,000	150,000,000

PREFERRED STOCK (Details)

PREFERRED STOCK (Details) $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($) D $ / shares shares	Mar. 31, 2024 shares	Dec. 31, 2023 USD ($) $ / shares shares	Jun. 30, 2023 shares
Temporary Equity [Line Items]
Preferred stock, shares authorized | shares	1,500,000		1,500,000
Preferred stock, par value (in dollars per share)	$ 0.0001		$ 0.0001
Preferred stock, shares issued | shares	0		0	0
Shares outstanding | shares	9,436		9,436
Liquidation amount | $	$ 14,200		$ 14,200
Series A Redeemable Convertible Preferred Stock
Temporary Equity [Line Items]
Shares Authorized | shares	25,000		25,000
Shares outstanding | shares	9,436	9,436	9,436
Liquidation amount | $	$ 14,154		$ 14,154
Convertible preferred stock dividend rate	8%
Redeemable Series A convertible preferred stock, par value (in dollars per share)	$ 1,000
Share Price	1
Conversion rate	$ 1
Percentage of shares to be automatically converted	50%
Trading days | D	30
Consecutive trading days | D	30
Voting right conversion price	$ 1.04
Liquidation preference percentage	150%
Series A Redeemable Convertible Preferred Stock | Price greater than $4.50 per share
Temporary Equity [Line Items]
Stock price	$ 4.50
Series A Redeemable Convertible Preferred Stock | Price greater than $6 per share
Temporary Equity [Line Items]
Stock price	$ 6

EARN-OUT SHARES (Details)

EARN-OUT SHARES (Details) - PubCo Merger $ / shares in Units, $ in Thousands	May 09, 2022 tranche $ / shares shares	Mar. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Common Stock
Maximum number of shares entitled to receive	3,000,000
Number of tranches | tranche	3
Earnout liability | $		$ 130	$ 620	$ 4,610	$ 11,310	$ 12,810
First tranche
Common Stock
Number of shares issued	1,000,000
Share price | $ / shares	$ 12.50
Trading period	20 days
Consecutive trading period	30 days
Term of issuance	6 months
Second tranche
Common Stock
Number of shares issued	1,000,000
Share price | $ / shares	$ 15
Trading period	20 days
Consecutive trading period	30 days
Term of issuance	6 months
Third tranche
Common Stock
Number of shares issued	1,000,000
Share price | $ / shares	$ 17.50
Trading period	20 days
Consecutive trading period	30 days
Term of issuance	6 months

EARN-OUT SHARES - Schedule of c

EARN-OUT SHARES - Schedule of changes in fair value of the earnout liability (Details) - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Business Acquisition, Contingent Consideration [Line Items]
Change in fair value	$ (130)		$ (6,700)		$ (620)	$ (8,200)
PubCo Merger
Business Acquisition, Contingent Consideration [Line Items]
Earning liability beginning balance	130	$ 620	11,310	$ 12,810	$ 620	12,810
Change in fair value	$ (130)	(490)	(6,700)	(1,500)
Earnout liability, ending balance		$ 130	$ 4,610	$ 11,310		$ 4,610

STOCK-BASED COMPENSATION Stock

STOCK-BASED COMPENSATION Stock option activity - (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Number of Options Outstanding
Options outstanding, beginning of period (in shares)	1,562,497
Cancelled (in shares)	(8,186)
Options outstanding, end of period (in shares)	1,554,311	1,562,497
Vested and expected to vest, end of period (in shares)	1,554,311
Weighted-average Exercise Price
Options outstanding, beginning of period (in dollars per share)	$ 4.67
Cancelled (in dollars per share)	5.20
Options outstanding, end of period (in dollars per share)	4.67	$ 4.67
Options vested and expected to vest, end of period (in dollars per share)	$ 4.67
Weighted average Remaining Contractual Life and intrinsic value
Weighted-average remaining life, Options outstanding		9 years 2 months 12 days
Weighted-average remaining life, Option exercisable, end of period	8 years 8 months 12 days
Weighted-average remaining life, Options vested and expected to vest, end of period	8 years 8 months 12 days
Intrinsic value, Options outstanding, beginning of period	$ 35
Intrinsic value, Options outstanding, end of period		$ 35
Unamortized compensation expense	$ 2,600
Unrecognized compensation expense recognized over a weighted-average period	2 years 6 months 29 days

STOCK-BASED COMPENSATION - 2022

STOCK-BASED COMPENSATION - 2022 Equity Incentive Plan (Details) - shares	1 Months Ended	12 Months Ended
	Oct. 31, 2023	Dec. 31, 2022	Jun. 30, 2024	Dec. 31, 2023
SHARE BASED PAYMENTS
Unvested restricted stock outstanding			3,196,817	543,750
2022 Equity Incentive Plan reserve
SHARE BASED PAYMENTS
Number of shares authorized			6,000,000
Number of shares available for grant			5,889,525
2022 Equity Incentive Plan reserve | More than 10% voting power
SHARE BASED PAYMENTS
Percent of exercise price of stock options		110%
2022 Equity Incentive Plan reserve | More than 10% voting power | Maximum
SHARE BASED PAYMENTS
Expiration period of stock options		5 years
2022 Equity Incentive Plan reserve | Less than 10% voting power
SHARE BASED PAYMENTS
Percent of exercise price of stock options		100%
2022 Equity Incentive Plan reserve | Less than 10% voting power | Maximum
SHARE BASED PAYMENTS
Expiration period of stock options		10 years
Restricted stock units
SHARE BASED PAYMENTS
Vested	192,500
Unvested restricted stock outstanding			543,750

STOCK-BASED COMPENSATION - Non-

STOCK-BASED COMPENSATION - Non-vested restricted stock units (Details) - $ / shares	1 Months Ended		2 Months Ended	6 Months Ended
	Feb. 29, 2024	Oct. 31, 2023	Mar. 31, 2024	Jun. 30, 2024
Restricted common C shares
Outstanding at the beginning				543,750
Granted				2,653,067
Outstanding at the end				3,196,817
Weighted-Average Grant Date Fair Value Per Share
Outstanding at the beginning (in dollars per share)				$ 0.86
Granted (in dollars per share)				0.73
Outstanding at the end (in dollars per share)				$ 0.75
Unrecognized compensation expense related to unvested restricted common C shares recognized over a weighted-average period				2 years 6 months 29 days
Unvested restricted stock outstanding				3,196,817
Restricted stock units
Restricted common C shares
Granted	2,653,067	736,250
Vested		(192,500)
Outstanding at the end				543,750
Weighted-Average Grant Date Fair Value Per Share
Number of shares granted, period of cliff after vesting				60 days
Unrecognized compensation expense related to unvested restricted common C shares recognized over a weighted-average period				1 year 11 months 12 days
Unvested restricted stock outstanding				543,750
Restricted stock units | Minimum
Weighted-Average Grant Date Fair Value Per Share
Vesting period	2 years
Restricted stock units | Maximum
Weighted-Average Grant Date Fair Value Per Share
Vesting period			3 years

STOCK-BASED COMPENSATION - Stoc

STOCK-BASED COMPENSATION - Stock-based compensation expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 456	$ 343	$ 870	$ 569
Unamortized compensation expense	2,600		$ 2,600
Unrecognized compensation expense recognized over a weighted-average period			2 years 6 months 29 days
Restricted stock units
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense			$ 400	400
Unamortized compensation expense	2,300		$ 2,300
Unrecognized compensation expense recognized over a weighted-average period			1 year 11 months 12 days
Cost of revenue
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	7	7	$ 2	7
Sales and marketing
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	77	39	133	66
Research and development
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	98	65	191	112
General and administrative
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 274	$ 232	$ 544	$ 384

STOCK-BASED COMPENSATION (Detai

STOCK-BASED COMPENSATION (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	3 Months Ended		6 Months Ended
	May 31, 2023	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
STOCK-BASED COMPENSATION
Issuance of Common Stock - services (in shares)	20,000
Issuance of Common Stock - services	$ 0.2
Tax benefits related to stock-based compensation expense		$ 0	$ 0	$ 0	$ 0
Dividend yield				0%
Common stock dividends paid				$ 0
Common stock dividends declared				$ 0

STOCK-BASED COMPENSATION - 2023

STOCK-BASED COMPENSATION - 2023 Employee Stock Purchase Plan (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Jun. 15, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares available for purchase	46,900,858		46,900,858		46,906,334
Number of shares issued			0
Stock-based compensation expense	$ 456	$ 343	$ 870	$ 569
2023 ESPP
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares available for purchase	500,000		500,000		500,000	500,000

NET INCOME (LOSS) ATTRIBUTABL_3

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Numerator:
Net income (loss) attributable to common stockholders - Basic	$ (15,181)	$ 905	$ (11,740)	$ (5,987)
Interest expense and remeasurement of senior and subordinated convertible notes liability		(1,168)
Net loss attributable to common stockholders - Diluted	$ (15,181)	$ (263)	$ (11,740)	$ (5,987)
Denominator:
Weighted-average common shares outstanding, basic	17,393,524	16,057,630	17,393,253	16,045,110
Shares excluded from diluted earnings per share due to their anti-dilutive effect	52,405,513	11,513,547	52,405,513	14,419,123
Weighted-average common shares outstanding - Diluted	17,393,524	19,141,231	17,393,253	16,045,110
Net income (loss) per share attributable to Common Stockholders, basic	$ (0.87)	$ 0.06	$ (0.67)	$ (0.37)
Net loss per share attributable to Common Stockholders, diluted	$ (0.87)	$ (0.01)	$ (0.67)	$ (0.37)
Senior Convertible Notes
Denominator:
Shares excluded from diluted earnings per share due to their anti-dilutive effect	14,959,807	3,083,601	14,959,807	3,083,601
Subordinated Convertible Notes
Denominator:
Shares excluded from diluted earnings per share due to their anti-dilutive effect	20,699,781	3,535,673	20,699,781	3,357,648

NET INCOME (LOSS) ATTRIBUTABL_4

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS - Potential Shares of Common Stock Excluded From The Computation Of Diluted Net Loss Per Share (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Antidilutive securities
Potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders because including them would have been antidilutive	52,405,513	11,513,547	52,405,513	14,419,123
Outstanding RSUs
Antidilutive securities
Potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders because including them would have been antidilutive	3,196,817		3,196,817
Warrants to purchase Common Stock
Antidilutive securities
Potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders because including them would have been antidilutive	11,966,611	6,512,057	11,966,611	6,512,057
Options to purchase Common stock
Antidilutive securities
Potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders because including them would have been antidilutive	1,582,497	1,465,817	1,582,497	1,465,817
Senior Convertible Notes
Antidilutive securities
Potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders because including them would have been antidilutive	14,959,807	3,083,601	14,959,807	3,083,601
Subordinated Convertible Notes
Antidilutive securities
Potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders because including them would have been antidilutive	20,699,781	3,535,673	20,699,781	3,357,648
Earnout shares
Antidilutive securities
Potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders because including them would have been antidilutive			3,000,000	3,000,000