Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Oct. 19, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Allurion Technologies, Inc. | |
Entity Central Index Key | 0001964979 | |
Entity Current Reporting Status | No | |
Current Fiscal Year End Date | --12-31 | |
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 Incorporation, State or Country Code | DE | |
Entity File Number | 001-41767 | |
Entity Tax Identification Number | 92-2182207 | |
Entity Address, Address Line One | 11 Huron Drive | |
Entity Address, City or Town | Natick | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 01760 | |
City Area Code | 508 | |
Local Phone Number | 647-4000 | |
Entity Common Stock, Shares Outstanding | 46,466,489 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Common Stock, par value $0.0001 per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | ALUR | |
Security Exchange Name | NYSE | |
Redeemable Warrants, each exercisable for 1.420455 shares of Common Stock for $8.10 per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each exercisable for 1.420455 shares of Common Stock for $8.10 per share | |
Trading Symbol | ALUR WS | |
Security Exchange Name | NYSE |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 4,737 | $ 7,685 |
Accounts receivable, net of allowance of doubtful accounts of $3,627 and $741, respectively | 25,561 | 29,346 |
Inventory, net | 4,863 | 3,865 |
Prepaid expenses and other current assets | 1,905 | 2,487 |
Total current assets | 37,066 | 43,383 |
Property and equipment, net | 2,556 | 2,382 |
Right-of-use asset | 3,357 | 2,899 |
Other long-term assets | 9,172 | 2,706 |
Total assets | 52,151 | 51,370 |
Current liabilities: | ||
Accounts payable | 14,767 | 5,809 |
Current portion of term loan | 53,673 | 53,360 |
Current portion of lease liabilities | 840 | 905 |
Accrued expenses and other current liabilities | 20,606 | 15,793 |
Total current liabilities | 89,886 | 75,867 |
Convertible notes payable, net of discounts ($16,793 and $0 measured at fair value, respectively) | 19,897 | 3,103 |
Lease liabilities, net of current portion | 2,711 | 2,163 |
Other liabilities | 10,875 | 2,551 |
Total liabilities | 123,369 | 83,684 |
Commitments and Contingencies (Note 14) | ||
Redeemable convertible preferred stock: | ||
Series C redeemable convertible preferred stock, $0.0001 par value -8,113,616 shares authorized; 7,927,446 shares issued and outstanding; redemption and liquidation value of $39,122 | 39,122 | 39,122 |
Stockholders' deficit: | ||
Convertible preferred stock (Series A, A-1, B, D-1, D-2, D-3), $0.0001 par value;12,916,272 shares authorized; 11,988,508 and 11,984,370 shares issued and outstanding; redemption and liquidation value of $91,975 and $90,539 as of June 30,2023 and December 31, 2022, respectively | 58,034 | 57,999 |
Common stock, $0.0001 par value - 38,000,000 and 35,000,000 shares authorized as of June 30, 2023 and December 31, 2022, respectively; 7,698,923 and 7,654,943 shares issued and outstanding as of June 30, 202 and December 31, 2022, respectively shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 51 | 51 |
Additional paid-in capital | 3,564 | 2,706 |
Accumulated deficit | (171,989) | (132,192) |
Total stockholders' deficit | (110,340) | (71,436) |
Total liabilities, redeemable convertible preferred stock, and stockholders' deficit | $ 52,151 | $ 51,370 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Allowance of doubtful accounts | $ 3,627 | $ 741 |
Discounts on convertible notes payable measured at fair value | $ 16,793 | $ 0 |
Preferred stock, shares authorized | 21,029,888 | 21,029,888 |
Preferred stock, shares issued | 19,915,954 | 19,911,816 |
Preferred stock, shares outstanding | 19,915,954 | 19,911,816 |
Preferred stock, liquidation value | $ 131,097 | $ 129,661 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 38,000,000 | 35,000,000 |
Common stock, shares issued | 7,698,923 | 7,654,943 |
Common stock, shares outstanding | 7,698,923 | 7,654,943 |
Series C Redeemable Convertible Preferred Stock | ||
Redeemable convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized | 8,113,616 | 8,113,616 |
Redeemable convertible preferred stock, shares issued | 7,927,446 | 7,927,446 |
Redeemable convertible preferred stock, shares outstanding | 7,927,446 | 7,927,446 |
Redeemable convertible preferred stock, redemption value | $ 39,122 | $ 39,122 |
Convertible Preferred Stock (Series A, A-1, B, D-1, D-2, D-3) | ||
Redeemable convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized | 12,916,272 | 12,916,272 |
Redeemable convertible preferred stock, shares issued | 11,988,508 | 11,984,370 |
Redeemable convertible preferred stock, shares outstanding | 11,988,508 | 11,984,370 |
Redeemable convertible preferred stock, liquidation value | $ 91,975 | $ 90,539 |
UNAUDITED CONDENSED STATEMENTS
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 12,960 | $ 16,250 | $ 27,031 | $ 28,963 |
Cost of revenue | 2,992 | 3,495 | 5,932 | 6,071 |
Gross profit | 9,968 | 12,755 | 21,099 | 22,892 |
Operating expenses: | ||||
Research and development | 6,581 | 3,096 | 14,433 | 6,165 |
General and administrative | 6,408 | 3,047 | 11,714 | 6,826 |
Sales and marketing | 10,273 | 10,905 | 22,137 | 19,778 |
Total operating expenses: | 23,262 | 17,048 | 48,284 | 32,769 |
Loss from operations | (13,294) | (4,293) | (27,185) | (9,877) |
Other (expense) income: | ||||
Interest expense, net | (2,508) | (825) | (4,745) | (1,527) |
Changes in fair value of derivative liability | (6) | (35) | ||
Changes in fair value of warrants | (204) | (1,679) | 34 | |
Changes in fair value of debt | 2,257 | 2,257 | ||
Termination of convertible note side letters | (8,134) | (8,134) | ||
Other expense, net | (85) | (287) | (220) | (454) |
Total other expense: | (8,680) | (1,112) | (12,556) | (1,947) |
Loss before income taxes | (21,974) | (5,405) | (39,741) | (11,824) |
Provision for income taxes | (22) | 0 | (56) | 0 |
Net loss and comprehensive loss | (21,996) | (5,405) | (39,797) | (11,824) |
Cumulative undeclared preferred dividends | 725 | 725 | 1,442 | 1,442 |
Net loss attributable to common shareholders | $ (22,721) | $ (6,130) | $ (41,239) | $ (13,266) |
Net loss per share - Basic | $ (2.96) | $ (0.82) | $ (5.38) | $ (1.78) |
Net loss per share - diluted | $ (2.96) | $ (0.82) | $ (5.38) | $ (1.78) |
Weighted-average shares outstanding - Basic | 7,679,345 | 7,467,597 | 7,670,589 | 7,444,937 |
Weighted-average shares outstanding - diluted | 7,679,345 | 7,467,597 | 7,670,589 | 7,444,937 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT - USD ($) $ in Thousands | Total | Redeemable Convertible Preferred Stock | Series B Convertible Preferred Stock | Series A-1 Convertible Preferred Stock | Common Stock | Preferred Stock Convertible Preferred Stock | Preferred Stock Series B Convertible Preferred Stock | Preferred Stock Series A-1 Convertible Preferred Stock | Additional Paid-in Capital | Accumulated Deficit |
Temporary Equity, Balance at Dec. 31, 2021 | $ 39,122 | |||||||||
Temporary Equity, Balance (in Shares) at Dec. 31, 2021 | 7,927,446 | |||||||||
Beginning Balance at Dec. 31, 2021 | $ (34,285) | $ 51 | $ 57,973 | $ 2,139 | $ (94,448) | |||||
Beginning Balance (in shares) at Dec. 31, 2021 | 7,383,096 | 11,977,580 | ||||||||
Exercise of stock options | 63 | 63 | ||||||||
Exercise of stock options, (in shares) | 66,530 | |||||||||
Stock-based compensation expense | 73 | 73 | ||||||||
Net loss | (6,419) | (6,419) | ||||||||
Ending Balance at Mar. 31, 2022 | (40,568) | $ 51 | $ 57,973 | 2,275 | (100,867) | |||||
Ending Balance (in shares) at Mar. 31, 2022 | 7,449,626 | 11,977,580 | ||||||||
Temporary Equity, Balance at Mar. 31, 2022 | $ 39,122 | |||||||||
Temporary Equity, Balance (in Shares) at Mar. 31, 2022 | 7,927,446 | |||||||||
Temporary Equity, Balance at Dec. 31, 2021 | $ 39,122 | |||||||||
Temporary Equity, Balance (in Shares) at Dec. 31, 2021 | 7,927,446 | |||||||||
Beginning Balance at Dec. 31, 2021 | (34,285) | $ 51 | $ 57,973 | 2,139 | (94,448) | |||||
Beginning Balance (in shares) at Dec. 31, 2021 | 7,383,096 | 11,977,580 | ||||||||
Net loss | (11,824) | |||||||||
Ending Balance at Jun. 30, 2022 | (45,828) | $ 51 | $ 57,973 | 2,420 | (106,272) | |||||
Ending Balance (in shares) at Jun. 30, 2022 | 7,504,362 | 11,977,580 | ||||||||
Temporary Equity, Balance at Jun. 30, 2022 | $ 39,122 | |||||||||
Temporary Equity, Balance (in Shares) at Jun. 30, 2022 | 7,927,446 | |||||||||
Temporary Equity, Balance at Mar. 31, 2022 | $ 39,122 | |||||||||
Temporary Equity, Balance (in Shares) at Mar. 31, 2022 | 7,927,446 | |||||||||
Beginning Balance at Mar. 31, 2022 | (40,568) | $ 51 | $ 57,973 | 2,275 | (100,867) | |||||
Beginning Balance (in shares) at Mar. 31, 2022 | 7,449,626 | 11,977,580 | ||||||||
Exercise of stock options | 56 | 56 | ||||||||
Exercise of stock options, (in shares) | 54,736 | |||||||||
Stock-based compensation expense | 89 | 89 | ||||||||
Net loss | (5,405) | (5,405) | ||||||||
Ending Balance at Jun. 30, 2022 | (45,828) | $ 51 | $ 57,973 | 2,420 | (106,272) | |||||
Ending Balance (in shares) at Jun. 30, 2022 | 7,504,362 | 11,977,580 | ||||||||
Temporary Equity, Balance at Jun. 30, 2022 | $ 39,122 | |||||||||
Temporary Equity, Balance (in Shares) at Jun. 30, 2022 | 7,927,446 | |||||||||
Temporary Equity, Balance at Dec. 31, 2022 | $ 39,122 | |||||||||
Temporary Equity, Balance (in Shares) at Dec. 31, 2022 | 7,927,446 | |||||||||
Beginning Balance at Dec. 31, 2022 | (71,436) | $ 51 | $ 57,999 | 2,706 | (132,192) | |||||
Beginning Balance (in shares) at Dec. 31, 2022 | 7,654,943 | 11,984,370 | ||||||||
Exercise of stock options | 20 | 20 | ||||||||
Exercise of stock options, (in shares) | 15,726 | |||||||||
Stock-based compensation expense | 409 | 409 | ||||||||
Issuance of convertible preferred stock for the exercise of warrant | $ 30 | $ 30 | ||||||||
Issuance of convertible preferred stock for the exercise of warrant (in shares) | 3,634 | |||||||||
Net loss | (17,801) | (17,801) | ||||||||
Ending Balance at Mar. 31, 2023 | (88,778) | $ 51 | 3,135 | (149,993) | ||||||
Ending Balance (in shares) at Mar. 31, 2023 | 7,670,669 | 11,988,004 | ||||||||
Temporary Equity, Balance at Mar. 31, 2023 | $ 39,122 | $ 58,029 | ||||||||
Temporary Equity, Balance (in Shares) at Mar. 31, 2023 | 7,927,446 | |||||||||
Temporary Equity, Balance at Dec. 31, 2022 | $ 39,122 | |||||||||
Temporary Equity, Balance (in Shares) at Dec. 31, 2022 | 7,927,446 | |||||||||
Beginning Balance at Dec. 31, 2022 | $ (71,436) | $ 51 | $ 57,999 | 2,706 | (132,192) | |||||
Beginning Balance (in shares) at Dec. 31, 2022 | 7,654,943 | 11,984,370 | ||||||||
Exercise of stock options, (in shares) | 43,980 | |||||||||
Net loss | $ (39,797) | |||||||||
Ending Balance at Jun. 30, 2023 | (110,340) | $ 51 | $ 58,034 | 3,564 | (171,989) | |||||
Ending Balance (in shares) at Jun. 30, 2023 | 7,698,923 | 11,988,508 | ||||||||
Temporary Equity, Balance at Jun. 30, 2023 | $ 39,122 | |||||||||
Temporary Equity, Balance (in Shares) at Jun. 30, 2023 | 7,927,446 | |||||||||
Temporary Equity, Balance at Mar. 31, 2023 | $ 39,122 | $ 58,029 | ||||||||
Temporary Equity, Balance (in Shares) at Mar. 31, 2023 | 7,927,446 | |||||||||
Beginning Balance at Mar. 31, 2023 | (88,778) | $ 51 | 3,135 | (149,993) | ||||||
Beginning Balance (in shares) at Mar. 31, 2023 | 7,670,669 | 11,988,004 | ||||||||
Exercise of stock options | 28 | 28 | ||||||||
Exercise of stock options, (in shares) | 28,254 | |||||||||
Stock-based compensation expense | 401 | 401 | ||||||||
Issuance of convertible preferred stock for the exercise of warrant | $ 5 | $ 5 | ||||||||
Issuance of convertible preferred stock for the exercise of warrant (in shares) | 504 | |||||||||
Net loss | (21,996) | (21,996) | ||||||||
Ending Balance at Jun. 30, 2023 | $ (110,340) | $ 51 | $ 58,034 | $ 3,564 | $ (171,989) | |||||
Ending Balance (in shares) at Jun. 30, 2023 | 7,698,923 | 11,988,508 | ||||||||
Temporary Equity, Balance at Jun. 30, 2023 | $ 39,122 | |||||||||
Temporary Equity, Balance (in Shares) at Jun. 30, 2023 | 7,927,446 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Operating Activities: | ||
Net loss | $ (39,797) | $ (11,824) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash lease expense | 416 | 318 |
Depreciation and amortization | 399 | 423 |
Stock-based compensation | 810 | 162 |
Provision for uncollectible accounts | 2,885 | |
Unrealized exchange loss | 49 | 251 |
Provision for inventory | 469 | |
Change in fair value of warrant liabilities | 1,679 | (34) |
Change in fair value of derivative liability | 35 | |
Change in fair value of debt | (2,257) | |
Non-cash interest expense | 775 | 381 |
Non-cash termination of convertible note side letters | 6,632 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 930 | (12,139) |
Inventory | (1,468) | (789) |
Prepaid expenses, other current and long-term assets | 634 | (1,726) |
Operating lease liabilities | (391) | (350) |
Accounts payable | 5,021 | 2,123 |
Accrued expenses and other current liabilities | 3,162 | 2,076 |
Net cash used in operating activities | (20,017) | (21,128) |
Investing Activities: | ||
Purchases of property and equipment | (408) | (1,248) |
Net cash used in investing activities | (408) | (1,248) |
Financing Activities: | ||
Proceeds from issuance of convertible notes - net | 19,550 | 1,103 |
Proceeds from term loan - net | 4,975 | |
Payment of debt issuance costs | (88) | |
Proceeds from option and warrant exercises | 61 | 119 |
Repayment of convertible notes | (500) | |
Payment of deferred financing costs | (1,604) | |
Net cash provided by financing activities | 17,507 | 6,109 |
Net decrease in cash and cash equivalents and restricted cash | (2,918) | (16,267) |
Cash and cash equivalents and restricted cash at beginning of period | 8,023 | 26,018 |
Cash and cash equivalents and restricted cash at end of period | 5,105 | 9,751 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 3,967 | 1,145 |
Supplemental cash flow information on non-cash investing and financing activities | ||
Purchase of property and equipment included in accounts payable | 165 | |
Deferred Financing costs in accounts payable and accrued expenses | $ 6,918 | |
Issuance of warrants in connection with financing | $ 147 |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - Reconciliation of Cash and Cash Equivalents and Restricted Cash - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Cash Flows [Abstract] | ||
Cash and cash equivalents | $ 4,737 | $ 7,685 |
Restricted cash included in other long-term assets | $ 368 | $ 338 |
Restricted Cash and Cash Equivalents, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent |
Cash and cash equivalents and restricted cash shown in the statement of cash flows | $ 5,105 | $ 8,023 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2023 | |
Organization and Description of Business [Abstract] | |
Organization and Description of Business | 1. Organization and Desc ription of Business Organization Allurion Technologies, Inc. (“Allurion” or the “Company”) is a vertically integrated medical device company that is developing, manufacturing, and commercializing innovative weight loss experiences centered around its Allurion Gastric Balloon. The Allurion Gastric Balloon is the world’s first and only swallowable, procedure-less intragastric balloon for weight loss that does not require surgery, endoscopy, or anesthesia for placement or removal. Allurion sells the Allurion Gastric Balloon and related hardware accessories through distributors or directly to health care providers. The Company currently also provides, free of charge, artificial intelligence (AI)-powered remote patient monitoring tools, a mobile app for patients and a clinic dashboard for providers, referred to as the Allurion Virtual Care Suite or “VCS” and collectively with the Allurion Gastric Balloon referred to as the “Allurion Program”. Allurion currently markets the Allurion Program in over 50 countries, and the Company operates subsidiaries in the U.S., France, the United Arab Emirates, Hong Kong, the United Kingdom, Italy, Spain, Australia and Mexico. Business Combination On February 9, 2023, and subsequently amended on May 2, 2023, Allurion Technologies Opco, Inc. (formerly Allurion Technologies, Inc. “Legacy Allurion”) and its wholly-owned subsidiary, Allurion Technologies, Inc. (formerly Allurion Technologies Holdings, Inc. “New Allurion”), entered into the Business Combination Agreement with Compute Health Acquisition Corp. (“CPUH” or "Compute Health"), Compute Health Corp., ("Merger Sub I") and Compute Health LLC ("Merger Sub II" and, together with Merger Sub I, the “Merger Subs”). Pursuant to the Business Combination Agreement, on August 1, 2023, the Mergers (as defined below) were consummated in three steps: (a) Compute Health merged with and into New Allurion (the “CPUH Merger”), with New Allurion surviving the CPUH Merger as a publicly listed entity (the time at which the CPUH Merger became effective, the “CPUH Merger Effective Time”) and becoming the sole owner of the Merger Subs; (b) three hours following the consummation of the CPUH Merger, Merger Sub I merged with and into Legacy Allurion (the “Intermediate Merger” and the time at which the Intermediate Merger became effective, the “Intermediate Merger Effective Time”), with Legacy Allurion surviving the Intermediate Merger and becoming a direct, wholly-owned subsidiary of New Allurion; and (c) thereafter, Legacy Allurion merged with and into Merger Sub II (the “Final Merger” and, collectively with the CPUH Merger and the Intermediate Merger, the “Mergers”, and together with all other transactions contemplated by the Business Combination Agreement, the “Business Combination”), with Merger Sub II surviving the Final Merger and remaining a direct, wholly-owned subsidiary of New Allurion (the time at which the Final Merger became effective, the “Final Merger Effective Time”). New Allurion shares began trading on the New York Stock Exchange (“NYSE") under the ticker symbol “ALUR” on August 2, 2023. Upon completion of the Mergers, Allurion’s business operations continued as our business operations. The Mergers will be accounted for as a reverse capitalization in accordance with U.S. GAAP. Under this method of accounting, Compute Health, which is the legal acquirer, will be treated as the “acquired” company for financial reporting purposes and we will be the accounting “acquirer”. Accordingly, the Mergers will be treated as the equivalent of us issuing stock for the net assets of Compute Health, accompanied by a recapitalization. Our net assets and the net assets of Compute Health will be stated at historical costs, with no goodwill or other intangible assets recorded. This determination is primarily based on the facts that, immediately following the Mergers, Legacy Allurion stockholders have a majority of the voting power of New Allurion, we control the majority of the board seats of New Allurion, and Legacy Allurion senior management comprise all of the senior management of New Allurion. Upon the consummation of the Mergers, Allurion became a publicly listed company. On the closing date of the Mergers and immediately prior to the transactions contemplated by the Sponsor Contribution Agreement (as defined below), pursuant to the terms of the Sponsor Support Agreement, dated as of February 9, 2023, by and among Compute Health, Compute Health Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Legacy Allurion, New Allurion and the persons set forth on Schedule I thereto (the “Additional Class B Holders”), (a) the Sponsor recapitalized its shares of Class B common stock, par value $ 0.0001 per share, of Compute Health (“Compute Health Class B Common Stock”) and warrants to purchase shares of Class A common stock, par value $ 0.0001 per share, of Compute Health (“Compute Health Class A Common Stock”) into Compute Health Class A Common Stock, and (b) the Additional Class B Holders recapitalized their shares of Compute Health Class B Common Stock into Compute Health Class A Common Stock (clauses (a) and (b), together, the “CPUH Recapitalization”). Immediately prior to the CPUH Merger Effective Time, each unit of Compute Health (each, a “Compute Health Unit”) that was outstanding immediately prior to the CPUH Merger Effective Time was detached and the holder thereof was deemed to hold one share of Compute Health Class A Common Stock and one quarter of one warrant to purchase Compute Health Class A Common Stock (each, a “Compute Health Public Warrant”). At the CPUH Merger Effective Time, pursuant to the CPUH Merger, (a) each then-outstanding share of New Allurion common stock, par value $ 0.0001 per share (“New Allurion Common Stock”), was redeemed for par value, (b) each then-outstanding share of Compute Health Class A Common Stock was canceled and extinguished and was converted into the right to receive 1.420455 shares of New Allurion Common Stock, (c) each then-outstanding Compute Health Public Warrant was assumed by New Allurion and thereafter represents a warrant to purchase 1.420455 shares of New Allurion Common Stock at an exercise price of $ 8.10 per share (a “New Allurion Public Warrant”) and (d) each share of treasury stock held by Compute Health or any subsidiary of Compute Health (“Compute Health Cancelled Share”) was canceled for no payment or consideration. Immediately prior to the Intermediate Merger Effective Time, outstanding convertible notes with an aggregate principal amount together with accrued but unpaid interest of approximately $ 21.8 million (“Allurion Convertible Notes”) were converted into the applicable number of shares of common stock, par value $ 0.0001 per share, of Legacy Allurion (“Allurion Common Stock”) provided for under the terms of such Allurion Convertible Notes, immediately prior to the Intermediate Merger Effective Time (the “Allurion Convertible Notes Conversion”), and are no longer outstanding and ceased to exist. At the Intermediate Effective Time, pursuant to the terms of the Business Combination Agreement, (a) each then-outstanding share of Allurion Common Stock issued and outstanding as of immediately prior to the Intermediate Merger Effective Time was automatically cancelled and extinguished and was converted into the right to receive shares of New Allurion Common Stock equal to 0.9780 for each share of Allurion Common Stock (the “Intermediate Merger Exchange Ratio”); (b) each then-outstanding share of preferred stock of Legacy Allurion (“Allurion Preferred Stock") (other than Allurion Dissenting Shares and Allurion Cancelled Shares, the treatment of which is described in the Business Combination Agreement) issued and outstanding as of immediately prior to the Intermediate Merger Effective Time was automatically cancelled and extinguished and was converted into the right to receive shares of New Allurion Common Stock equal to the number of shares of Allurion Common Stock that would be issued upon conversion of such issued and outstanding share of Allurion Preferred Stock based on the applicable conversion ratio immediately prior to the Intermediate Merger Effective Time multiplied by the Intermediate Merger Exchange Ratio; (c) each then-outstanding and unexercised stock option to purchase Allurion Common Stock (each, an “Allurion Option") was converted into a stock option to purchase New Allurion Common Stock (each, a “ Rollover Option"), on the same terms and conditions as were applicable to such Allurion Option, based on the Intermediate Merger Exchange Ratio; (d) each then-outstanding restricted stock unit award covering shares of Allurion Common Stock (each, an “Allurion RSU Award") was converted into a restricted stock unit award covering shares of New Allurion Common Stock (each, a “Rollover RSU Award”); and (e) each then-outstanding warrant to purchase shares of capital stock of Legacy Allurion (each, an “Allurion Warrant”) was converted into a warrant to purchase shares of New Allurion Common Stock (each, a “Rollover Warrant”). PIPE Investment In connection with the execution of the Business Combination Agreement, New Allurion and Compute Health entered into subscription agreements (the “PIPE Subscription Agreements”) with certain accredited investors and qualified institutional buyers (the “PIPE Investors”), pursuant to which, upon the terms and subject to the conditions set forth therein, the PIPE Investors, among other things, purchased an aggregate of 5,386,695 shares of New Allurion Common Stock at a purchase price of $ 7.04 per share (other than as set forth in the Amended and Restated RTW Side Letter, as described herein), for an aggregate purchase price of $ 37.9 million, following the CPUH Merger Effective Time and immediately prior to the Intermediate Merger Effective Time. Revenue Interest Financing Agreement On February 9, 2023, concurrently with the execution of the Business Combination Agreement, we entered into a revenue interest financing agreement (the “Revenue Interest Financing Agreement”) with certain entities that have engaged RTW Investments, LP as investment manager (collectively, “RTW”) . At the closing of the Mergers, New Allurion assumed all obligations of Legacy Allurion under the Revenue Interest Financing Agreement. Pursuant to the Revenue Interest Financing Agreement, at the closing of the Mergers, RTW paid New Allurion an aggregate of $ 40.0 million (the “Investment Amount”). In exchange for the Investment Amount, New Allurion will remit revenue interest payments on all current and future products, digital solutions and services developed, imported, manufactured, marketed, offered for sale, promoted, sold, tested or otherwise distributed by New Allurion and its subsidiaries at a rate up to 6.0 % of annual net sales prior to December 31, 2026, subject to the terms and conditions of the Revenue Interest Financing Agreement. On or after January 1, 2027, New Allurion will remit revenue interest payments at a rate up to 10.0 % of annual net sales, subject to the terms and conditions of the Revenue Interest Financing Agreement and New Allurion will continue to make revenue interest payments to RTW until December 31, 2030. RTW Side Letter On February 9, 2023, in connection with the execution of the Business Combination Agreement, the PIPE Subscription Agreements, and the Revenue Interest Financing Agreement, Compute Health, New Allurion, Legacy Allurion, and Merger Sub II entered into a letter agreement with RTW (the “Existing RTW Side Letter”). On May 2, 2023, the parties amended and restated the Existing RTW Side Letter, in connection with the Backstop Agreement (refer to Note 7 – Debt for further discussion regarding the Backstop Agreement). Pursuant to the Amended and Restated RTW Side Letter, among other things, New Allurion issued 250,000 shares of New Allurion Common Stock to RTW immediately prior to the Intermediate Merger Effective Time. Fortress Credit Agreement At the Intermediate Merger Effective Time, we entered into a term loan facility (the “Term Loan Facility”) pursuant to a credit agreement and guaranty (the “Credit Agreement”) with Fortress Credit Corp. (“Fortress”), as administrative agent for the lenders party thereto from time to time (the “Lenders”). Under the terms of the Term Loan Facility, we can borrow up to $ 60.0 million. In connection with the closing of the Mergers, we used borrowings under the Term Loan Facility to repay outstanding principal, accrued and unpaid interest and other obligations with respect to the 2021 Term Loan (as defined below). Additionally, per the terms of the Term Loan Facility and Backstop Agreement (refer to Note 7 – Debt for further discussion regarding the Backstop Agreement), New Allurion issued an aggregate of 950,000 shares of New Allurion Common Stock to an affiliate of Fortress pursuant to a subscription agreement between New Allurion and such affiliate. The Term Loan Facility will mature in June 2027 . Interest on borrowings under the Term Loan Facility will be payable in arrears monthly at a floating interest rate equal to the current applicable margin of 6.44 % plus the greater of 3.0 % or The Wall Street Journal Prime Rate. An exit payment equal to 3 % of the Term Loan Facility will be due upon the prepayment or maturity date of the agreement. Backstop Agreement On May 2, 2023, CFIP2 ALLE LLC, an affiliate of Fortress Credit Corp., and RTW (collectively, the “Backstop Purchasers”) , Legacy Allurion, New Allurion and Hunter Ventures Limited (“HVL”) entered into the backstop agreement (the “Backstop Agreement”). Pursuant to the Backstop Agreement, , immediately prior to the Intermediate Merger Closing (a) each Backstop Purchaser purchased $ 2 million of the aggregate principal amount outstanding of HVL's Legacy Allurion Convertible Note, (b) New Allurion canceled the existing HVL Legacy Allurion Convertible Note and issued a new Allurion Convertible Note to HVL for the remaining balance together with all unpaid interest accrued since the date of issuance thereof, (c) New Allurion issued new Allurion Convertible Notes to each Backstop Purchaser with an issuance date of August 1, 2023 and an original principal amount of $ 2 million each and (d) New Allurion issued 700,000 shares of New Allurion Common Stock to each Backstop Purchaser. Refer to Note 7 – Debt for further discussion around the Backstop Agreement. HVL Termination Agreement On May 2, 2023, HVL and Legacy Allurion entered into a letter agreement (the “HVL Termination Agreement”), terminating the side letter agreement entered into between Legacy Allurion and HVL in connection with the issuance of HVL’s Legacy Allurion Convertible Note on February 15, 2023. Pursuant to the HVL Termination Agreement, among other things, at the closing of the Mergers, upon the terms and subject to the conditions set forth therein, New Allurion issued to HVL 387,696 shares of New Allurion Common Stock (the “HVL Additional Shares”). The issuance of the HVL Additional Shares was effective immediately following the consummation of the Business Combination. Gaur Contribution Agreement On May 2, 2023, Shantanu K. Gaur and Neha Gaur, trustees of The Shantanu K. Gaur Revocable Trust of 2021 (the “Gaur Trust”) and New Allurion entered into a contribution agreement (the “Gaur Contribution Agreement”), pursuant to which, among other things, upon the terms and subject to the conditions set forth therein, the Gaur Trust contributed to New Allurion, as a contribution of capital, 79,232 shares of New Allurion Common Stock (the “Gaur Trust Contributed Shares”). The Gaur Trust’s contribution of the Gaur Trust Contributed Shares was effective immediately following the consummation of the Business Combination and the issuance of shares of New Allurion Common Stock to the Gaur Trust pursuant to the terms of the Business Combination Agreement. RSU Forfeiture Agreement On May 2, 2023, Krishna Gupta, a member of our Board of Directors, entered into a letter agreement with Legacy Allurion (the RSU Forfeiture Agreement”), pursuant to which, among other things, upon the terms and subject to the conditions set forth therein, Mr. Gupta agreed to forfeit 79,232 restricted stock units of New Allurion (the “Forfeited RSUs”). The Forfeited RSUs were terminated and cancelled without consideration therefor immediately following the consummation of the transactions contemplated by the Business Combination Agreement. Sponsor Contribution Agreement On May 2, 2023, the Sponsor and Compute Health entered into a letter agreement (the "Sponsor Contribution Agreement") pursuant to which, among other things, upon the terms and subject to the conditions set forth therein, the Sponsor agreed to contribute to Compute Health, as a contribution of capital, 161,379 shares of Compute Health Class A Common Stock (“Sponsor Contributed Shares”). The Sponsor’s contribution of the Sponsor Contributed Shares was effective immediately following the CPUH Recapitalization and immediately prior to the CPUH Merger Effective Time. Chardan Equity Facility In connection with the Business Combination, we entered into the Chardan commitment letter, which commits New Allurion to enter into a ChEF Purchase Agreement with Chardan Capital Markets LLC (“Chardan”), pursuant to which New Allurion will have the right to require Chardan to purchase up to $ 100.0 million of shares of New Allurion Common Stock at a price per share equal to 97.0 % of the volume weighted average price of New Allurion Common Stock on the NYSE. In consideration for Chardan’s entry into the ChEF Purchase Agreement, New Allurion agreed to issue to Chardan 35,511 shares of New Allurion Common Stock. In connection with its entry into the Chardan facility, New Allurion will also enter into a registration rights agreement, pursuant to which it will agree to register the offer and sale of the shares of New Allurion Common Stock issuable pursuant to the ChEF Purchase Agreement on a new resale registration statement on Form S-1. Upon effectiveness of the Chardan registration statement, New Allurion will also pay Chardan a structuring fee of $ 75,000 in cash. Pursuant to the ChEF Purchase Agreement, New Allurion will also reimburse Chardan up to $ 300,000 for fees and disbursements of Chardan’s legal counsel over the term of the facility. The Chardan facility will remain outstanding for three years unless terminated by the parties pursuant to the terms of the ChEF Purchase Agreement. Sponsor Support Agreement On February 9, 2023, New Allurion entered into the Sponsor Support Agreement, pursuant to which immediately prior to the CPUH Merger Effective time, (a) the Sponsor recapitalized each of the Sponsor’s 21,442,500 shares of Compute Health Class B Common Stock, and all 12,833,333 of the Sponsor’s warrants to purchase shares of Class A Common Stock into 2,088,327 shares of Compute Health Class A Common Stock and (b) the Additional Class B Holders recapitalized his or her 30,000 shares of Compute Health Class B Common Stock into 21,120 shares of Compute Health Class A Common Stock. Subsequently, at the CPUH Merger Effective Time, each such share of Compute Health Class A Common Stock was converted into shares of New Allurion Common Stock at the CPUH Exchange Ratio. Post-Closing Capitalization Immediately after giving effect to the Business Combination, there were 46,466,489 shares of New Allurion Common Stock outstanding and 13,206,922 New Allurion Public Warrants outstanding exercisable for 1.420455 shares per New Allurion Public Warrant, or 18,759,838 shares of New Allurion Common Stock. Further, upon closing of the Business Combination on August 1, 2023, Allurion received $ 98.8 million in net cash proceeds. Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). They should be read in conjunction with the Company’s audited financial statements as of and for the year ended December 31, 2022 included in the proxy statement/prospectus filed by New Allurion with the SEC on July 7, 2023 (the “Proxy Statement/Prospectus”). The financial statements as of June 30, 2023 and for the three and six months ended June 30, 2023 and 2022 presented in this report are unaudited; however, in the opinion of management such financial statements reflect all adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods presented. The results of operations for the periods presented are not necessarily indicative of the results that might be expected for future interim periods or for the full year. The consolidated financial statements include Allurion; and its consolidated subsidiaries, Allurion France SAS, and Allurion Middle East Medical Instrument Trading, LLC, which were both incorporated in 2017; Allurion Hong Kong Ltd., which was incorporated in 2019; Allurion UK Ltd., which was incorporated in 2021; Allurion Italy, Srl, Allurion Spain, Srl, Allurion Australia Pty Ltd., and Allurion Mexico S. de R.L de C.V, which were incorporated in 2022; and Allurion Technologies, Inc. (formerly Allurion Technologies Holdings, Inc.), which was incorporated in 2023. The Company’s operations are located in Europe, the Middle East, Africa, Latin America, Canada and the Asia-Pacific region, and it operates in one business segment. Our foreign operations are subject to exchange rate fluctuations and foreign currency transaction costs. The functional currency for all of our foreign subsidiaries is the United States dollar except Allurion Australia Pty Ltd., which uses the Australian dollar. When remeasuring from a local currency to the functional currency, assets and liabilities are remeasured into U.S. dollars at exchange rates in effect at the balance sheet dates and results of operations transacted in local currency are remeasured into U.S. dollars using average exchange rates for the period presented. A gain from remeasurement of less than $ 0.1 million and loss from remeasurement of $ 0.5 million for the six months ended June 30, 2023 and 2022, respectively, and losses from remeasurement of $ 0.1 million and $ 0.3 million for the three months ended June 30, 2023 and 2022, respectively, are recorded in the statements of operations and comprehensive loss within other expense, net. The Company translates the foreign functional currency financial statements to U.S. dollars for Allurion Australia Pty Ltd. using the exchange rates at the balance sheet date for assets and liabilities, the period average exchange rates for revenues and expenses, and the historical exchange rates for equity transactions. The effects of foreign currency translation adjustments were immaterial for the three and six months ended June 30, 2023 and 2022. Going Concern The Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued. The Company has incurred recurring losses since inception and anticipates net losses and negative operating cash flows for the near future and may be unable to remain in compliance with certain financial covenants required under its credit facilities. Through June 30, 2023, the Company has funded its operations primarily with proceeds from the sale of its convertible preferred stock, issuance of convertible notes and issuance of term loans. The Company has incurred recurring losses and cash outflows from operating activities since its inception, including net losses of $ 39.8 million and $ 11.8 million and cash outflows from operating activities of $ 20.0 million and $ 21.1 million for the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023, the Company had an accumulated deficit of $ 172.0 million. The Company expects to continue to generate significant operating losses for the foreseeable future. Based on its recurring losses from operations incurred since inception, expectation of continuing operating losses for the foreseeable future, and the potential need to raise additional capital to finance its future operations and debt service payments, the Company has concluded that there is substantial doubt about its ability to continue as a going concern for a period of one year from the date that these consolidated financial statements are issued. The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As noted above and Note 17, we entered into a Business Combination Agreement with Compute Health. Upon closing of the Business Combination on August 1, 2023, Allurion received $ 98.8 million in net cash proceeds. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary Of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Besides the following, there have been no significant changes from the significant accounting policies disclosed in Note 2 of the “Notes to Consolidated Financial Statements” included in the consolidated financial statements and notes as of and for the year ended December 31, 2022. 2023 Convertible Notes The Company accounts for the convertible notes issued between February 2023 and June 2023 under the fair value option (“FVO”) election of ASC Topic 825, Financial Instruments (“ASC 825”). The convertible notes accounted for under the FVO election are each debt host financial instruments containing embedded features wherein the entire financial instrument is initially measured at its issue-date estimated fair value and then subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. Changes in the estimated fair value of the convertible notes are recorded as a component of Other (expense) income in the consolidated statements of operations, except that the change in estimated fair value attributable to a change in the instrument-specific credit risks is recognized as a component of other comprehensive income. As a result of electing the FVO, direct costs and fees related to the 2023 Convertible Notes (defined below) are expensed as incurred. The convertible notes issued in 2020, 2021 and 2022 are accounted for as disclosed in Note 7, Debt to the financial statements as of and for year ended December 31, 2022. Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Management considers many factors in selecting appropriate financial accounting policies and controls in developing the estimates and assumptions that are used in the preparation of these consolidated financial statements. Management must apply significant judgement in this process. In addition, other factors may affect estimates, including expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of reasonable estimates of the ultimate future outcomes, and management must select an amount that falls within that range of reasonable estimates. Actual results could differ from those estimates. Risk of Concentration of Credit, Significant Customers and Significant Suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash equivalents, and accounts receivable, net. The Company maintains deposits in accredited financial institutions in excess of federally insured limits. The Company maintains its cash, cash equivalents and restricted cash with financial institutions that management believes to be of high credit quality. The Company has not experienced any losses on such accounts and does not believe it is exposed to any unusual credit risk beyond the normal credit risk associated with commercial banking relationships. Significant customers are those which represent more than 10% of the Company’s total revenue for the six months ended June 30, 2023 and 2022 or accounts receivable, net balance as of June 30, 2023 and December 31, 2022. The following table presents customers that represent 10% or more of the Company’s total revenue and accounts receivable, net: Revenue Revenue Accounts Receivable Three Months Ended June 30, Six Months Ended June 30, June 30, December 31, 2023 2022 2023 2022 2023 2022 Customer A N/A 12 % N/A 12 % N/A N/A Customer B N/A N/A N/A 10 % N/A 13 % Customer C N/A N/A N/A N/A 11 % 12 % The Company relies on third parties for the supply of parts and components for its products as well as third-party logistics providers. In instances where these parties fail to perform their obligations, the Company may be unable to find alternative suppliers of parts and components to satisfactorily deliver its products to its customers on time, if at all, which could have a material adverse effect on the Company’s operating results, financial condition and cash flows and damage its customer relationships. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326). The standard, including subsequently issued amendments, requires a financial asset measured at amortized cost basis, such as accounts receivable and certain other financial assets such as available for sale debt securities, to be presented at the net amount expected to be collected based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount. The Company adopted ASU 2016-13 effective January 1, 2023 under the prospective transition approach. The adoption of ASU 2016-13 did no t have a material impact on the Company’s condensed consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional guidance if certain criteria are met for entities that have contracts, hedging relationships and other transactions that reference LIBOR or other reference rates expected to be discontinued as a result of reference rate reform. Subsequent to issuance, the FASB issued ASU 2021-01 in January 2021 to refine and clarify some of its guidance on ASU 2020-04, and ASU 2022-06 in December 2022 to extend the period of time preparers can utilize this guidance. This ASU is effective upon issuance and can be applied through December 31, 2024. Upon the transition of the Company’s contracts and transactions to new reference rates in connection with reference rate reform, the Company will prospectively apply the standard and disclose the effect on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options and Derivatives and Hedging—Contracts in Entity’s Own Equity, which simplifies the accounting for convertible instruments. The guidance removes certain accounting models which separate the embedded conversion features from the host contract for convertible instruments. Either a modified retrospective method of transition or a fully retrospective method of transition is permissible for the adoption of this standard. Update No. 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted no earlier than the fiscal year beginning after December 15, 2020. The Company is currently evaluating the potential impact of the adoption of this standard on its consolidated financial statements. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 3. Revenue Revenue by geographic region is based on the country in which our customer is domiciled and is summarized by geographic area as follows (in thousands): Three Months Ended June 30, 2023 2022 France $ 1,258 $ 1,663 Spain 896 2,416 All other countries 10,806 12,171 Total Revenues $ 12,960 $ 16,250 For the three months ended June 30, 2023, $ 4.4 million of revenue was generated in five countries within All other countries in the table above, representing approximately 35 % of Total Revenues, with each country responsible for approximately 4 %- 9 % of the total. Remaining revenue was generated by sales in 40 countries included within All other countries. For the three months ended June 30, 2022, $ 5.8 million of revenue was generated in five countries within All other countries in the table above, representing approximately 35 % of Total Revenues, with each country responsible for approximately 5 %- 9 % of the total. Remaining revenue was generated by sales in 36 countries included within All other countries. Six Months Ended June 30, 2023 2022 France $ 3,113 $ 3,142 Spain 2,520 3,330 United Kingdom 2,257 1,278 Chile 819 3,031 All other countries 18,322 18,182 Total Revenues $ 27,031 $ 28,963 For the six months ended June 30, 2023, $ 7.7 million of revenue was generated in five countries included within All other countries in the table above, representing approximately 29 % of Total Revenues, with each country responsible for approximately 4 %- 8 % of the total. Remaining revenue was generated by sales in 47 other countries included within All other countries. For the six months ended June 30, 2022, $ 8.8 million of revenue was generated in five countries included within All other countries, representing approximately 30 % of Total Revenues, with each country responsible for approximately 5 %- 8 % of the total. Remaining revenue was generated by sales in 37 other countries included within All other countries. There is currently no revenue generated in the United States for the three or six months ended June 30, 2023 and 2022. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2023 | |
Disclosure Text Block [Abstract] | |
Inventory | 4. Inventory Inventory consists of the following (in thousands): June 30, 2023 December 31, 2022 Finished goods $ 2,300 $ 2,096 Work in progress 1,118 213 Raw materials 1,445 1,556 Total Inventory $ 4,863 $ 3,865 Inventory is stated net of inventory reserves of approximately $ 0.5 million and zero as of June 30, 2023 and December 31, 2022, respectively. |
Property and Equipment, net
Property and Equipment, net | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | 5. Property and Equipment, net Property and equipment consist of the following (in thousands): Estimated Useful Life June 30, 2023 December 31, 2022 Computers and purchased software 3 $ 618 $ 575 Leasehold improvements Shorter of useful life 1,841 1,822 Furniture and fixtures 5 291 251 Machinery and equipment 3 - 5 2,359 2,002 Property and equipment—at cost 5,109 4,650 Less accumulated depreciation and amortization ( 3,212 ) ( 2,851 ) Construction in progress 659 583 Property and equipment—net $ 2,556 $ 2,382 Depreciation expense was $ 0.2 million for each of the three month periods ended June 30, 2023 and June 30, 2022 and $ 0.4 million for the each of the six month periods ended June 30, 2023 and June 30, 2022, recorded as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cost of revenue $ 59 $ 139 $ 218 $ 272 Research and development 46 18 83 37 General and administrative 35 42 70 83 Sales and marketing 14 11 28 31 Total depreciation and amortization expense $ 154 $ 210 $ 399 $ 423 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | 6. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): June 30, December 31, Distributor fees and marketing reimbursements $ 5,269 $ 6,348 Accrued compensation 3,872 3,453 Accrued clinical trials and R&D 4,115 228 Accrued professional fees 3,017 2,105 Accrued interest 950 489 Accrued warranty 63 48 Other accrued expenses 3,320 3,122 Total accrued expenses and other current liabilities $ 20,606 $ 15,793 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 7. Debt The components of the Company’s third-party debt consists of the following (in thousands): June 30, 2023 December 31, 2022 2021 Term Loan $ 55,000 $ 55,000 Convertible notes 22,153 3,103 Total principal amounts of debt 77,153 58,103 Less: Change in fair value of debt ( 2,257 ) — Plus: Accretion 338 213 Less: current portion of long-term debt, net of discounts ( 53,673 ) ( 53,360 ) Less: unamortized deferred financing costs and debt discounts ( 1,664 ) ( 1,853 ) Long-term debt, net of current portion and discounts $ 19,897 $ 3,103 As of June 30, 2023 and December 31, 2022, the fair value for the Company’s 2021 Term Loan (defined below) approximated the respective carrying amounts. Term Loans 2021 Term Loan In March 2021, the Company entered into a loan and security agreement (as amended, the “2021 Term Loan” and the “2021 Term Loan Agreement”) with Runway Growth Credit Fund, Inc. (“Runway”) that provided initial cash proceeds of $ 15.0 million, all of which was drawn down in March 2021 and provided for additional borrowings of up to $ 10.0 million, in $ 5.0 million increments, based upon the achievement of certain revenue thresholds within specified time periods, as defined in the 2021 Term Loan Agreement. In December 2021, the 2021 Term Loan Agreement was amended (the “Amendment”) to extend the maturity date of the 2021 Term Loan to December 30, 2025 and provide for an additional $ 20.0 million of borrowings, of which $ 15.0 million (the “Term C Loan”) was available based upon the achievement of certain revenue thresholds within specified time periods as defined in 2021 Term Loan Agreement as amended. The agreement provided for equal monthly principal payments to commence on December 30, 2024 such that the borrowed principal amounts would be repaid in full on December 30, 2025 . However, if achievement of certain revenue thresholds was achieved prior to April 15, 2023, the borrowed principal amounts would be repaid in full on December 30, 2025. The revenue thresholds were achieved in June 2022. In connection with the 2021 Term Loan, the Company paid issuance costs of $ 0.7 million, which will be amortized over the remaining life of the loan. In December 2021, the Company issued warrants exercisable for 132,979 shares of series C preferred stock as consideration for the Amendment and the draw down related to the 2021 Term Loan Agreement. The fair value of these warrants was determined to be $ 0.3 million upon issuance and are classified as a warrant liability on the condensed consolidated balance sheet as of June 30, 2023 and December 31, 2022 (see Note 8). In June 2022, the 2021 Term Loan Agreement was amended again to revise definitional terms for certain milestone events, the final payment amount and certain financial covenants. In September 2022, the 2021 Term Loan Agreement was further amended to, among other things: (1) change the interest rate to the higher of the prime rate or 3.25 % plus the applicable margin of 6.44186 % , (2) extend the maturity date of its outstanding term loans from December 30, 2025 to December 30, 2026 , and (3) increase additional borrowing up to $ 15.0 million (the “Term D Loan”). During June through September of 2022, the Company drew an additional $ 15.0 million of the Term C Loan based upon the achievement of certain revenue thresholds under the amended and restated provisions of the 2021 Term Loan. In connection with the Term C Loan under the 2021 Term Loan, the Company paid issuance costs of $ 0.3 million, which will be amortized over the remaining life of the loan. Upon the additional $ 15.0 million draw on the Term C Loan, warrants exercisable for 44,220 shares of Series D-1 preferred stock were issued. The Company has recorded a warrant liability of $ 0.4 million in connection with the Term C Loan on the consolidated balance sheets. In September 2022, in connection with the amendment of the 2021 Term Loan, the Company committed to issue warrants exercisable for an additional 44,220 shares of Series D-1 preferred stock if the Company draws on the entire Term D Loan. The fair value of these warrants was determined to be $ 0.4 million upon issuance and are classified as a warrant liability on the consolidated balance sheets as of June 30, 2023 and December 31, 2022 (see Note 8). During October through December of 2022, the Company drew an additional $ 15.0 million of the Term D Loan based upon the achievement of certain revenue thresholds under the amended and restated provisions of the 2021 Term Loan. As of June 30, 2023, the Company has outstanding borrowings of $ 55.0 million under the 2021 Term Loan and has no additional borrowings available. The Company has the option to prepay the 2021 Term Loan provided it pays a prepayment fee equal to 3 % of the outstanding principal if paid on or prior to the one-year anniversary of funding, 2 % of the outstanding principal if paid after the first anniversary of funding, 1 % of the outstanding principal if paid after the second anniversary of the funding and 0.5 % if paid after the third anniversary of the funding. A final payment fee of 3 % of the funded amount of the loan is due upon maturity, which is accreted to interest expense over the term of the 2021 Term Loan. The 2021 Term Loan Agreement as amended contains certain financial reporting and other covenants, including the maintenance of a minimum liquidity amount of $ 3.0 million, maintenance of minimum product revenues over trailing twelve-month periods, and the absence of the occurrence of a material adverse change. Upon the occurrence of an event of default, Runway may declare all outstanding obligations immediately due and payable as well as increase the interest rate 5.0 % above the rate that is otherwise applicable. In connection with the closing of the Business Combination in August 2023, the 2021 Term Loan was paid off with the proceeds received from the Fortress debt financing (see Note 1). The Company has classified the 2021 Term Loan as a current liability in the June 30, 2023 and December 31, 2022 consolidated balance sheets. Interest expense for the three and six months ended June 30, 2023 related to the 2021 Term Loan and 2021 Term Loan Agreement was $ 2.2 million and $ 4.3 million, respectively, consisting of $ 2.0 million of contractual interest, less than $ 0.1 million amortization of the debt discount, $ 0.1 million amortization of the warrant, and term loan accretion of $ 0.1 million for the three months ended June 30, 2023 and consisting of $ 4.0 million of contractual interest, $ 0.1 million amortization of the debt discount, $ 0.1 million amortization of the warrant and term loan accretion of $ 0.1 million for the six months ended June 30, 2023. Interest expense for the three and six months ended June 30, 2022 related to the 2021 Term Loan and 2021 Term Loan Agreement was $ 0.7 million and $ 1.5 million, respectively, consisting of $ 0.7 million of contractual interest and less than $ 0.1 million of amortization of debt discount, amortization of the warrant, and term loan accretion for the three months ended June 30, 2022 and consisting of $ 1.3 million of contractual interest, $ 0.1 million of amortization of debt discount and amortization of the warrant, and term loan accretion of $ 0.1 million for the six months ended June 30,2022. The average interest rate during the three and six months ended June 30, 2023 was 14.44 % and 14.23 %, respectively. The average interest rate during the three and six months ended June 30, 2022 was 10.30 % and 10.02 %, respectively. Scheduled future maturities of the 2021 Term Loan for years subsequent to June 30, 2023 are as follows (in thousands): December 31, 2023 $ — December 31, 2024 — December 31, 2025 3,929 December 31, 2026 51,071 $ 55,000 Convertible Notes 2021 Convertible Notes In December 2021, the Company entered into a convertible note purchase agreement with investors for gross proceeds of $ 2.0 million with a stated interest rate of 5.0 % per annum (the “2021 Convertible Notes”) and a maturity date 36 months from the date of issuance unless previously converted pursuant to their terms of the agreement. No issuance costs were incurred. The 2021 Convertible Notes provide that, effective upon either a Special Purpose Acquisition Company (i.e. “deSPAC”) transaction, closing of a qualified financing, or closing of a non-qualified financing, all of the outstanding principal and interest would automatically convert into common shares or shares of the same class or series of capital stock issued in the qualified financing in an amount equal to the balance of the 2021 Convertible Notes on the date of conversion divided by the capped conversion price which is calculated by dividing $ 600.0 million by the fully diluted capitalization of the Company immediately prior to the conversion of the 2021 Convertible Notes. If the 2021 Convertible Notes are not converted into common shares, the principal and accrued interest become payable by the Company on the earlier of the maturity date or upon an event of default. As defined in the 2021 Notes Agreement, an event of default is either (i) the Company being unable to pay its debts as they become due or (ii) the occurrence of events of liquidation or bankruptcy of the Company. Interest expense for the three and six month periods ended June 30, 2023 was less than $ 0.1 million and $ 0.1 million, respectively. Interest expense for the three and six month periods ended June 30, 2022 was less than $ 0.1 million and $ 0.1 million, respectively, consisting entirely of contractual interest. On August 1, 2023, in connection with the closing of the Mergers, the outstanding 2021 Convertible Notes were converted into the applicable number of shares of New Allurion common stock and are no longer outstanding. 2022 Convertible Notes In January 2022, the Company entered into a convertible note purchase agreement with investors for gross proceeds of $ 1.1 million with a stated interest rate of 5.0 % per annum (the “2022 Convertible Notes”). The 2022 Convertible Notes mature 36 months from the issuance date unless previously converted pursuant to their terms of the agreement. Issuance costs were de minimis. The 2022 Convertible Notes have the same terms as the 2021 Convertible Notes. Interest expense for each of the three and six month periods ended June 30, 2023 and June 30, 2022 related to the 2022 Convertible Notes was less than $ 0.1 million, consisting entirely of contractual interest. On August 1, 2023, in connection with the closing of the Mergers, the outstanding 2022 Convertible Notes were converted into the applicable number of shares of New Allurion Common Stock and are no longer outstanding. 2023 Convertible Notes Between February and June 2023, the Company entered into a convertible note purchase agreement with investors for gross proceeds of $ 19.6 million with a stated interest rate of 7.0 % per annum (the “2023 Convertible Notes”). The 2023 Convertible Notes mature on December 31, 2026 unless previously converted pursuant to the terms of their agreement. The 2023 Convertible Notes provide that, effective upon a deSPAC transaction, all of the outstanding principal and interest would automatically convert into a number of shares of common stock equal to the balance of the 2023 Convertible Notes on the date of conversion divided by the discounted capped conversion price, which is calculated by dividing $ 217.3 million by the fully diluted capitalization of the Company immediately prior to the conversion of the 2023 Convertible Notes. Additionally the 2023 Convertible Notes provide that, effective upon the closing of a qualified financing, holders of the 2023 Convertible Notes could optionally accelerate repayment of the principal and interest of the 2023 Convertible Notes or convert all of the outstanding principal and interest into common shares or shares of the same class or series of capital stock issued in the qualified financing equal to the balance of the 2023 Convertible Notes on the date of conversion divided by the greater of the capped price or the discounted price. The capped price is calculated by dividing $ 260.0 million by the fully diluted capitalization of the Company immediately prior to the conversion of the 2023 Convertible Notes, and the discounted price is calculated as 85 % of the cash price of the same class or series of capital stock issued in the qualified financing. The 2023 Convertible Notes entered into between February 2023 and June 2023 are accounted for under the FVO election of ASC Topic 825, Financial Instruments (“ASC 825”) as the notes contain embedded derivatives including the automatic conversion upon a deSPAC Transaction prior to the deSPAC deadline, voluntary conversion upon a qualified financing, automatic repayment upon a sale event, and conversion rate adjustment, that would require bifurcation and separate accounting. These convertible notes are initially measured at their issue-date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. Interest expense for the three and six months ended June 30, 2023 related to the 2023 Convertible Notes was $ 0.3 million and $ 0.4 million, respectively, consisting entirely of contractual interest. On May 2, 2023 the Company entered into termination agreements (the “Termination Agreements”) with each of the side letter holders. With respect to the Termination Agreement with one of the side letter holders (the “Side Letter Holder”), the Company had the right to prepay, in one or more transactions, all or a portion of the outstanding principal amount, plus accrued interest, under the related 2023 Convertible Notes (the “Side Letter Holder Bridge Note”), including by way of (a) a $ 2 million payment in cash by the Company to the Side Letter Holder on May 2, 2023, $ 1.5 million of which is deemed a prepayment penalty and recorded as other expense on the income, with the remaining $ 0.5 million recorded as a reduction of the principal amount, (b) immediately prior to the consummation of the transactions contemplated by the Business Combination Agreement, an additional payment of at least $ 6 million, up to the then-outstanding principal amount, plus accrued interest, under the Side Letter Holder Bridge Note by way of (i) payment in cash by the Company and/or (ii) the sale and transfer of all or any portion of the Side Letter Holder Bridge Note, equivalent in value to the portion of the additional payment to be repaid pursuant to this clause (b)(ii), to any person or persons designated in writing by the Company. The Termination Agreements were accounted for as a modification of debt and the modified convertible notes will continue to be accounted for under the FVO with any change in fair value recognized in other expense on the income statement. In addition, under the Termination Agreement executed with the Side Letter Holder, New Allurion has agreed to issue to the Side Letter Holder a number of shares of New Allurion Common Stock (“PubCo Additional Shares”) equal to (a) the outstanding principal and accrued interest under the Side Letter Holder Bridge Note immediately prior to the consummation of the transactions contemplated by the Business Combination Agreement (after giving effect to the payment of the repayments) divided by $ 5.00 , plus (b) 300,000 shares of New Allurion Common Stock. The PubCo Additional Shares were accounted for as a freestanding financing liability. The liability for the PubCo Additional Shares is initially measured at its issue-date estimated fair value and subsequently remeasured at fair value at each reporting period with changes in fair value reflected in earnings until the PubCo Additional Shares are issued. A $ 3.3 million liability was recorded at issuance for the Base PubCo and Backstop Share as Other Liabilities on the balance sheet at June 30, 2023 and the related expense recorded through other expense, net on the income statement for the six months ended June 30, 2023. On August 1, 2023, upon closing of the Mergers, the Side Letter Holder was issued 387,696 PubCo Additional Shares and the liability is no longer outstanding. Further on May 2, 2023 the Backstop Purchasers entered into the Backstop Agreement with the Company, New Allurion and the Side Letter Holder. Pursuant to the Backstop Agreement, each Backstop Purchaser agreed that to the extent any Side Letter Holder Bridge Notes remain outstanding prior to the consummation of the Mergers, such Backstop Purchase will, at the closing of the Mergers, purchase up to $ 2.0 million of the Side Letter Holder Bridge Notes from the Side Letter Holder in exchange for shares of New Allurion Common Stock (the “Base PubCo Shares, Backstop Shares and Conditional Additional PubCo Shares”). The Base PubCo Shares and Backstop Shares were accounted for as a freestanding financing liability. The Base PubCo Shares and Backstop Shares liability is initially measured at its issue-date estimated fair value and subsequent remeasured at fair value at each reporting period with changes in fair value reflected in earnings until the Base PubCo Shares and Backstop Shares are issued. A $ 3.3 million liability was recorded at issuance for the Base PubCo and Backstop Share as Other Liabilities on the balance sheet at June 30, 2023 and the related expense recorded through other expense, net on the income statement for the six months ended June 30, 2023. On August 1, 2023, immediately prior to the closing of the Mergers, we repaid $ 6.3 million of the Side Letter Holder Bridge Note, leaving a principal balance of $ 6.3 million. Each Backstop purchaser then; (a) purchased $ 2.0 million principal amount of the outstanding portion of the Side Letter Holder Bridge Note, (b) New Allurion canceled the existing Side Letter Holder Bridge Note and issued a new Convertible Note to the Side Letter Holder for the remaining balance together with all unpaid interest accrued since the date of issuance of $ 2.7 million, (c) New Allurion issued convertible notes to each Backstop Purchaser with an issuance date of the Closing Date (August 1, 2023) and an original principal amount of $ 2.0 million each and (d) New Allurion issued 700,000 shares of New Allurion Common Stock to each Backstop Purchaser. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 8. Fair Value Measurements The following tables present the fair value hierarchy for the Company's assets and liabilities that are measured at fair value at issuance date and on a recurring basis and indicate the level within the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value (in thousands): Fair Value Measurement as of June 30, 2023 Total Carrying Value Level 1 Level 2 Level 3 Assets: Cash equivalents Money market funds $ 35 $ 35 $ — $ — Total assets $ 35 $ 35 $ — $ — Liabilities: Series C Common Stock Warrant Liability $ 743 $ — $ — $ 743 Series B Preferred Stock Warrant Liability 556 — — 556 Series A-1 Preferred Stock Warrant Liability 161 — — 161 Other Common Stock Warrant Liabilities 608 — — 608 Series C Preferred Stock Warrant Liability 1,182 — — 1,182 Derivative Liability—Success Fee 213 — — 213 Series D-1 Preferred Stock Warrant Liability 780 — — 780 2023 Convertible Notes 16,793 — — 16,793 PubCo Additional Share Liability 3,327 — — 3,327 Base PubCo Shares and Backstop Shares Liability 3,305 — — 3,305 Total Liabilities $ 27,668 $ — $ — $ 27,668 Fair Value Measurement as of December 31, 2022 Total Carrying Value Level 1 Level 2 Level 3 Assets: Cash equivalents Money market funds $ 4,925 $ 4,925 $ — $ — Total assets $ 4,925 $ 4,925 $ — $ — Liabilities: Series C Common Stock Warrant Liability $ 340 $ — $ — $ 340 Series B Preferred Stock Warrant Liability 303 — — 303 Series A-1 Preferred Stock Warrant Liability 82 — — 82 Other Common Stock Warrant Liabilities 255 — — 255 Series C Preferred Stock Warrant Liability 684 — — 684 Derivative Liability—Success Fee 180 — — 180 Series D-1 Preferred Stock Warrant Liability 707 — — 707 Total Liabilities $ 2,551 $ — $ — $ 2,551 The Company has classified the warrants within Level 3 of the hierarchy as the fair value is derived using the Black-Scholes option pricing model, which uses a combination of observable (Level 2) and unobservable (Level 3) inputs. See table below for the assumptions used in the pricing model: Measurement Date Interest Rate Exercise Price Estimated Fair Expected Expected Life Series A-1 Preferred Stock warrants June 30, 2023 5.43 % $ 1.90 $ 11.66 50 % 0.21 Series B Preferred Stock warrants June 30, 2023 5.14 % 2.38 11.70 55 % 1.45 Series C Common Stock warrants June 30, 2023 4.31 % 0.01 9.91 59 % 3.55 Series C Preferred Stock warrants June 30, 2023 3.97 % 6.58 11.79 59 % 7.75 Other Common Stock June 30, 2023 4.31 % 1.02 - 1.10 9.91 59 % 4.1 - 4.2 Series D-1 Preferred Stock warrants June 30, 2023 3.81 - 3.97 % 11.87 12.88 59 % 7.8 - 9.2 Measurement Date Interest Rate Exercise Price Estimated Fair Expected Expected Life Series A-1 Preferred Stock warrants December 31, 2022 4.42 % 1.90 $ 6.75 69 % 0.25 Series B Preferred Stock warrants December 31, 2022 4.41 % 2.38 6.91 65 % 2.00 Series C Common Stock warrants December 31, 2022 4.11 % 0.01 4.54 63 % 4.00 Series C Preferred Stock warrants December 31, 2022 3.92 % 6.58 7.24 63 % 8.20 Other Common Stock December 31, 2022 3.99 % 1.02 - 1.10 4.54 63 % 4.6 - 4.7 Series D-1 Preferred Stock warrants December 31, 2022 3.88 - 3.92 % 11.87 11.31 63 % 8.2 - 9.7 Expected dividend yield for all calculations is 0.00 %. 2019 Term Loan Success Fee Derivative Liability The derivative liability for the Success Fee associated with the 2019 Term Loan was recorded at fair value as of June 30, 2023 using the following assumptions: weighted-average probability of 80 % for the likelihood of a change in control or liquidity event within four years from the initial valuation date of the derivative liability; 20 % that no change in control or liquidity event occurs prior to the expiration of the Success Fee period; and a market-based discount rate that will increase or decrease each period based on changes in the probability in the future cash flows. 2023 Convertible Notes The 2023 Convertible Notes with a principal amount of $ 19.1 million at June 30, 2023 were accounted for using the FVO election. Under the FVO election, the financial instrument is initially measured at its issue-date estimated fair value and subsequently re-measured at estimated fair value on a recurring basis at each reporting period date. At June 30, 2023, the fair value was measured using a hybrid method which is a probability-weighted expected return method, where the convertible notes value is based on the following probability weighted scenarios: automatic conversion into common stock upon closing of the Compute Health deSPAC ( 75 % probability), an optional conversion in a qualified financing ( 15 % probability), and a dissolution event ( 10 % probability). The valuation includes significant unobservable inputs related to the probability of occurrence of each scenario, the estimated share price at conversion ($ 7.04 per share), and an estimated discount rate of 23 %. PubCo Additional Share Liability The PubCo Additional Share Liability was recorded at fair value as of June 30, 2023 using the following assumptions: estimated number of shares of 478,101 ; estimated price of shares at settlement of $ 7.04 ; and a market-based discount rate of 15 %. Base PubCo and Backstop Share Liability The Base PubCo and Backstop share liability was recorded at fair value as of June 30, 2023 using the following assumptions: estimated number of shares for each Backstop Purchaser of 950,000 ; estimated price of shares at settlement of $ 7.04 ; a market-based discount rate of 15 %; and a 25 % probability of occurrence that the Backstop would be utilized by the Company as of June 30, 2023. The changes in the fair values of the warrant, success fee derivative liability, convertible notes, PubCo Additional Shares liability, and Base PubCo and Backstop Shares liability categorized with Level 3 inputs were as follows: MLSC Preferred Common Success 2023 PubCo Base PubCo Total Balance – January 1, 2022 $ 29 $ 481 $ 231 $ 159 $ — $ — $ — $ 900 Fair value upon issuance — — — — — — — — Change in fair value ( 5 ) 4 ( 33 ) — — — — ( 34 ) Balance – March 31, 2022 24 485 198 159 — — — 866 Fair value upon issuance — 147 — — — — — 147 Balance – June 30, 2022 24 632 198 159 — — — 1,013 Balance – January 1, 2023 $ — $ 1,777 $ 596 $ 178 $ — $ — $ — $ 2,551 Change in fair value — 826 649 29 — — — 1,504 Exercise of warrants — ( 18 ) — — — — — ( 18 ) Balance – March 31, 2023 — 2,585 1,245 207 — — — 4,037 Fair value upon issuance — — — — 19,550 3,370 3,264 26,184 Change in fair value — 98 106 6 ( 2,257 ) ( 43 ) 41 ( 2,049 ) Exercise of warrants — ( 4 ) — — — — — ( 4 ) Repayments of debt — — — — ( 500 ) — — ( 500 ) Balance – June 30, 2023 — $ 2,679 $ 1,351 $ 213 $ 16,793 $ 3,327 $ 3,305 $ 27,668 The change in fair value of the warrants, success fee derivative liabilities, convertible notes, PubCo Additional Shares liability, and Base PubCo and Backstop Shares liability at each period is recorded as a component of other income or other expense in the consolidated statements of operations and comprehensive loss. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes The Company recorded income tax expense for the three and six month periods ended June 30, 2023 of less than $ 0.1 million and $ 0.1 million, respectively, representing effective tax rates of ( 0.1 %) for both periods. Income tax expense was zero for both periods in 2022. The tax expense recorded relates to the earnings of the Company’s profitable foreign subsidiaries. As of June 30, 2023 and 2022, the Company maintained a full valuation allowance against its net deferred tax assets as the Company has incurred significant operating losses since inception and has concluded that its net deferred tax asset is not more-likely-than-not realizable. As of June 30, 2023 and 2022, the Company has not recorded tax reserves for any uncertain tax provisions. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock and Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Redeemable Convertible Preferred Stock and Stockholders' Deficit | 10. Redeemable Convertible Preferred Stock and Stockholders’ Deficit Preferred Equity The Company issued Series A convertible preferred stock (the “Series A Preferred Stock”), Series B convertible preferred stock (the “Series B Preferred Stock”), Series C redeemable convertible preferred stock (the “Series C Preferred Stock”), and Series D convertible preferred stock (the “Series D Preferred Stock” and all such series collectively the “Preferred Stock”). All Preferred Stock is convertible at the option of the holder and automatically upon contingent events such as a sale, an initial public offering (“IPO”) or a deSPAC event. As of June 30, 2023, Preferred Stock consisted of the following (in thousands, except share amounts): Preferred Stock Preferred Stock Issued Carrying Value Liquidation Common Stock Series A Preferred Stock 2,276,786 2,276,786 $ 1,603 $ 2,486 2,276,786 Series A-1 Preferred Stock 1,513,028 1,486,048 2,782 4,235 1,486,048 Series B Preferred Stock 2,298,929 2,240,427 5,192 7,982 2,240,427 Series C Preferred Stock 8,113,616 7,927,446 39,122 39,122 7,927,446 Series D-1 Preferred Stock 1,684,565 842,283 9,614 16,162 842,283 Series D-2 Preferred Stock 3,644,616 3,644,616 24,054 36,672 3,644,616 Series D-3 Preferred Stock 1,498,348 1,498,348 14,789 24,438 1,498,348 Total 21,029,888 19,915,954 $ 97,156 $ 131,097 19,915,954 As of December 31, 2022, Preferred Stock consisted of the following (in thousands, except share amounts): Preferred Stock Preferred Stock Issued Carrying Value Liquidation Common Stock Series A Preferred Stock 2,276,786 2,276,786 $ 1,603 $ 2,486 2,276,786 Series A-1 Preferred Stock 1,513,028 1,485,544 2,776 4,234 1,485,544 Series B Preferred Stock 2,298,929 2,236,793 5,163 7,969 2,236,793 Series C Preferred Stock 8,113,616 7,927,446 39,122 39,122 7,927,446 Series D-1 Preferred Stock 1,684,565 842,283 9,615 15,865 842,283 Series D-2 Preferred Stock 3,644,616 3,644,616 24,054 35,997 3,644,616 Series D-3 Preferred Stock 1,498,348 1,498,348 14,788 23,988 1,498,348 Total 21,029,888 19,911,816 $ 97,121 $ 129,661 19,911,816 Voting Rights The preferred stockholders vote as a single class together with holders of all other classes and series of stock of the Company on all actions to be taken by the stockholders of the Company. The preferred stockholders are entitled to the number of votes equal to the number of shares of common stock into which the shares held by each holder are then convertible. The Series C Preferred Stockholders are entitled to elect two members of the Board of Directors, and the common stockholders are entitled to elect four members of the Board of Directors. Dividend Rights All Preferred Stock participates in dividends with Common Stock on an as-converted basis when declared by the Board of Directors. The preferred stockholders are entitled to receive dividends, when and if declared, on a pro rata pari passu basis according to the number of shares of common stock held by such holder. The Series D preferred stockholders are also entitled to a cumulative dividend that accrues at the rate of 6 % per annum. The dividend accrues on a daily basis from and including the issuance date of such shares, whether or not declared. No dividends were declared through June 30, 2023. Liquidation Preference In the event of any voluntary or involuntary liquidation, dissolution, or winding-up of the Company, before any payment shall be made to the holders of common stock, the holders of shares of Preferred Stock then outstanding are entitled to be paid out of the funds and assets available for distribution to the Company’s stockholders, on a pari passu basis, an amount per share equal to (i) for the Series A, Series A-1, Series B and Series C preferred stock, a per share liquidation preference equal to $ 1.092 , $ 2.850 , $ 3.563 and $ 4.935 , respectively, plus any accruing dividends accrued but unpaid, whether or not declared and (ii) for the Series D-1, Series D-2, and Series D-3 preferred stock, a per share liquidation preference equal to $ 17.809 , $ 9.338 , and $ 15.137 , respectively, plus any accruing dividends accrued but unpaid, whether or not declared, provided, that if the Company achieves a revenue milestone of $ 65.0 million in a trailing twelve month period (the “Milestone”), then in lieu of the foregoing, the holders of the Series D-1, Series D-2, and Series D-3 Preferred Stock are entitled to receive an amount per share equal to $ 11.8725 , $ 6.2256 and $ 10.0916 , respectively, plus any accruing dividends accrued but unpaid, whether or not declared (collectively, the “Preferred Stock Preference”). After payment of the Preferred Stock Preference, the funds and assets available for distribution to the Company’s stockholders, if any, will be initially distributed on a pro rata basis to the holders of common stock in the Company in proportion to the number of shares of common stock held at an amount per share equal to 150 % of the Original Issue Price of the Series A Preferred Stock ($ 1.092 ), plus any dividends declared but unpaid thereon (the “First Catchup Amount”). Any remaining funds and assets available for distribution to the Company’s stockholders, if any, after the First Catchup Amount will then be distributed on a pro rata basis to the holders of common stock and Preferred Stock in the Company in proportion to the number of shares of common stock or Preferred Stock held. Conversion Rights Each share of Preferred Stock is convertible at any time, at the option of the holder, into one share of common stock, based upon the per share conversion factors of each series’ applicable original issuance prices, adjustable for certain dilutive events. Conversion is mandatory upon the closing of an IPO or deSPAC event, or upon the election of the holders of a majority of the then-outstanding Preferred Stock. Redemption The holders of Series A, Series A-1, Series B, Series D-1, Series D-2, and Series D-3 Preferred Stock are not entitled to any redemption rights, other than those under their liquidation rights discussed above. Upon the election of the holders of a majority of shares of the Series C Preferred Stock, up to 50 % of the outstanding shares of Series C Preferred Stock are redeemable at a price equal to 1.5 times the original issuance price, plus all declared, but unpaid dividends thereon, on a pro rata basis in an equal semiannual portion, after January 17, 2022. The Series C contingent redemption upon a deemed liquidation event results in mezzanine equity classification (outside of permanent equity) on the Company’s consolidated balance sheet. Common Equity The Board of Directors authorized up to 38,000,000 shares of common stock par value $ 0.0001 per share. As of June 30, 2023 and December 31, 2022, 7,698,923 and 7,654,943 shares of common stock were outstanding, respectively. The Company issued 43,980 shares of common stock in the six months ended June 30, 2023 upon the exercise of stock options. The number of shares of common stock that have been reserved for issuance upon the potential conversion or exercise, as applicable, of the Company’s securities as of June 30, 2023, is as follows: Convertible preferred stock (as converted to common stock) 11,988,508 Redeemable convertible preferred stock (as converted to common stock) 7,927,446 Outstanding options to purchase common stock 4,229,085 Restricted Stock Units 1,446,938 Warrants to purchase preferred stock (as converted to warrants to purchase common stock) 296,347 Warrants to purchase common stock 141,985 Convertible notes (as converted to common stock) 3,568,468 Total 29,598,777 Warrants As of June 30, 2023 and December 31, 2022, warrants to purchase the following classes of Preferred Stock and Common Stock outstanding consist of the following: June 30, 2023 Issuance Date Remaining Underlying Equity Instrument Balance Sheet Shares Issuable Weighted 9/16/2013 0.2 Series A-1 Preferred Stock Liability 16,426 $ 1.90 12/1/2014 1.4 Series B Preferred Stock Liability 58,502 2.38 3/30/2021 7.7 Series C Preferred Stock Liability 132,979 6.58 6/4/2022 8.9 Series D-1 Preferred Stock Liability 44,220 11.87 9/15/2022 9.2 Series D-1 Preferred Stock Liability 44,220 11.87 1/17/2017 3.5 Common stock Liability 75,000 0.01 8/3/2017 4.1 Common stock Liability 10,000 1.10 9/8/2017 4.2 Common stock Liability 29,412 1.02 6/19/2018 5.0 Common stock Liability 18,382 1.02 6/25/2019 6.0 Common stock Liability 9,191 1.02 438,332 December 31, 2022 Issuance Date Remaining Underlying Equity Instrument Balance Sheet Shares Issuable Weighted 9/16/2013 0.7 Series A-1 Preferred Stock Liability 16,930 $ 1.90 12/1/2014 1.9 Series B Preferred Stock Liability 62,136 2.38 3/30/2021 8.2 Series C Preferred Stock Liability 132,979 6.58 6/4/2022 9.4 Series D-1 Preferred Stock Liability 44,220 11.87 9/15/2022 9.7 Series D-1 Preferred Stock Liability 44,220 11.87 1/17/2017 4.0 Common stock Liability 75,000 0.01 8/3/2017 4.6 Common stock Liability 10,000 1.10 9/8/2017 4.7 Common stock Liability 29,412 1.02 6/19/2018 5.5 Common stock Liability 18,382 1.02 6/25/2019 6.5 Common stock Liability 9,191 1.02 442,470 |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 11. Net Loss per Share Basic and diluted net loss per share was calculated as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Numerator: Net loss $ ( 21,996 ) $ ( 5,405 ) $ ( 39,797 ) $ ( 11,824 ) Cumulative undeclared dividends to participating securities (Series D convertible preferred stock) ( 725 ) ( 725 ) ( 1,442 ) ( 1,442 ) Net loss attributable to common shareholders $ ( 22,721 ) $ ( 6,130 ) $ ( 41,239 ) $ ( 13,266 ) Denominator: Basic and diluted weighted-average common stock outstanding 7,679,345 7,467,597 7,670,589 7,444,937 Net loss per share, basic and diluted $ ( 2.96 ) $ ( 0.82 ) $ ( 5.38 ) $ ( 1.78 ) The Company’s potentially dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: June 30, 2023 2022 Convertible preferred stock (as converted to common stock) 11,988,508 11,977,580 Redeemable convertible preferred stock (as converted to common stock) 7,927,446 7,927,446 Outstanding options to purchase common stock 4,229,085 2,935,031 Restricted Stock Units 1,446,938 — Warrants to purchase preferred stock (as converted to warrants to purchase common stock) 296,347 273,609 Warrants to purchase common stock 141,985 282,359 Convertible notes (as converted to common stock) 3,568,468 167,396 Total 29,598,777 23,563,421 |
Stock Based Compensation
Stock Based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Based Compensation | 12. Stock Based Compensation The Company’s 2010 Stock Option Plan (the “2010 Plan”) provided for the grant of qualified incentive stock options, nonqualified stock options, and or other awards to the Company’s employees, officers, directors, advisors, and outside consultants to purchase the Company’s common stock. On December 11, 2020, the Company’s Board of Directors adopted the 2020 Stock Option Plan, (together with the 2010 Plan, the “Plans”), which provides for the grant of qualified incentive stock options, nonqualified stock options, and other awards to the Company’s employees, officers, directors, advisors, and outside consultants to purchase the Company’s common stock. As of June 30, 2023 and December 2022 , 5,676,023 and 5,846,026 options and RSUs, respectively, were issued and exercisable under the Plans. As of June 30, 2023 and December 31, 2022, there were 480,104 and zero shares, respectively, remaining available for future grant under the Plans. The stock options generally vest over a four-year period and expire 10 years from the date of grant. Stock-based compensation expense included in the consolidated statement of operations and comprehensive loss was as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cost of revenue $ 3 $ — $ 15 $ — Selling, general and administrative 372 72 758 130 Research and development 26 17 37 32 Total stock-based compensation expense $ 401 $ 89 $ 810 $ 162 Stock Options The following table summarizes the option activity under the Plans during the six months ended June 30, 2023: Number of Weighted Average Weighted Average Aggregate (per option) (in years) (in thousands) Outstanding—January 1, 2023 4,399,088 $ 2.31 7.7 $ 9,595 Granted — — Cancellations and forfeitures ( 126,023 ) 2.15 Exercised ( 43,980 ) 1.19 Outstanding—June 30, 2023 4,229,085 2.33 7.1 28,248 Exercisable at June 30, 2023 2,337,896 $ 1.49 5.6 $ 17,938 There were no stock options granted during the six months ended June 30, 2023. The weighted average grant-date fair value of the stock option awards granted during the six months ended June 30, 2022 was $ 1.24 per option. The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model and the assumptions noted in the table below. Expected volatility for the Company’s common stock was determined based on an average of the historical volatility of a peer group of public companies which are similar to the Company. The expected term of options granted to employees was calculated using the simplified method, which represents the average of the contractual term of the option and the weighted-average vesting period of the option. The Company uses the simplified method because it does not have sufficient historical option exercise data to provide a reasonable basis upon which to estimate expected term. The expected term of options granted to non-employees is the remaining contractual term of the award. The assumed dividend yield is based upon the Company’s expectation of not paying dividends in the foreseeable future. The risk-free rate for periods within the expected life of the option is based upon the U.S. Treasury yield curve in effect at the time of grant. In determining the exercise prices for options granted, the Company’s Board of Directors has considered the fair value of the common stock as of the measurement date. The fair value of the common stock has been approved by the Board of Directors at each award grant date based upon a variety of factors, including the results obtained from an independent valuation, the Company’s current financial position, historical financial performance and prospects, the status of technological developments within the Company’s products, the composition and ability of the current management team, an evaluation or benchmark of the Company’s competition, the current global economic and business climates, the illiquid nature of the common stock, arm’s-length sales of the Company’s capital stock (including convertible preferred stock), the effect of the rights and preferences of the preferred stockholders, and the prospects of a liquidity event, among others. There were no grants during the six months ended June 30, 2023. The assumptions used in the Black- Scholes option-pricing model for the six months ended June 30, 2022 are as follows: Expected volatility 62 % Risk-free interest rate 2.84 % Expected dividend yield 0 % Expected term (in years) 6.0 As of June 30, 2023, there were $ 3.5 million of unrecognized compensation costs related to nonvested options granted under the Plans, which is expected to be recognized over a remaining weighted-average period of approximately two years . Restricted Stock Units The Company has issued RSUs to a member of the Board of Directors with vesting subject to both a performance-based closing condition dependent on the successful Business Combination with Compute Health and time-based vesting conditions. See Note 1 for information about the closing of the Business Combination with Compute Health. Upon the satisfaction of the closing condition, 62.5 % of the RSUs awarded will vest. Thereafter, the remaining 37.5 % of the RSUs will vest monthly over a period of two years . The RSUs will automatically terminate and be forfeited if the closing condition is not met. Additionally, all RSUs are subject to forfeiture if the grantee’s continuous service relationship as a member of the Board of Directors terminates prior to vesting. The following table summarizes the restricted stock unit activity under the Plans during the six months ended June 30, 2023: Number of RSUs Weighted (per share) Outstanding—January 1, 2023 1,446,938 $ 4.41 Granted — — Cancellations and forfeitures — — Vested — — Outstanding—June 30, 2023 1,446,938 $ 4.41 There were no shares granted, vested, or cancelled during the six months ended June 30, 2023 and 2 0 22. The RSUs will only vest upon satisfaction of the closing condition, which has no t yet occurred and is not considered probable until such an event occurs. Accordingly, no compensation cost had been recognized related to the RSUs. In connection with the closing of the Business Combination in August 2023, 62.5 % of the RSUs vested. |
Employee Benefit Plan
Employee Benefit Plan | 6 Months Ended |
Jun. 30, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | 13. Employee Benefit Plan The Company has a 401(k) retirement plan that covers eligible U.S. employees. Eligible employees may elect to contribute up to the maximum limits, as set by the Internal Revenue Service, of their eligible compensation. The Company may elect to make a discretionary contribution or match a discretionary percentage of employee contribution. During the three and six months ended June 30, 2023 and 2022, the Company’s matching contributions to the plan were less than $ 0.1 million. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies Operating Leases With respect to contracts involving the use of assets, if the Company has the right to direct the use of the asset and obtain substantially all economic benefits from the use of an asset, it accounts for the service contract as a lease. In February 2023, the Company executed amendments to three of its leases in Natick, Massachusetts. The amendments were accounted for as a modification of the existing lease agreements, with impacts to the lease term, lease payments, and related lease liability for each of the three leases. As a result of these amendments, the leases in Natick will now expire between June 2024 and March 2028 , and additional operating lease assets obtained in exchange for lease obligations were $ 0.9 million. As of June 30, 2023, the Company was a party to seven different leases for office, manufacturing, and laboratory space under non-cancelable office leases in three cities. These leases total approximately 51,000 square feet and will expire between June 2024 and March 2028 . The Company has a right to extend certain of these leases for periods between three and five years . The Company also holds immaterial leases related to vehicles and office equipment. Under its leases, the Company pays base rent and a proportional share of operating expenses. Such operating expenses are subject to annual adjustment and are accounted for as variable payments in the period in which they are incurred. The Company adopted ASC 842 as of January 1, 2022 . All of the Company’s leases are classified as operating leases at the adoption date and as of June 30, 2023. The components of Right of Use (“ROU”) assets and lease liabilities are included in the consolidated balance sheets. The short-term portion of the Company’s operating lease liability is recorded as part of accrued expenses and other current liabilities on the consolidated balance sheets. Other pertinent lease information for the three and six months ended June 30, 2023 and 2022 is as follows (in thousands): Three months ended Six months ended June 30, June 30, June 30, June 30, Operating lease costs $ 275 $ 207 $ 549 $ 399 Short-term lease costs 7 3 13 5 Variable lease costs 72 51 160 94 Operating cash flows paid for amounts in the measurement of operating lease liabilities 284 232 546 465 Operating lease assets obtained in exchange for lease obligations — — 874 316 Future commitments under non-cancelable operating lease agreements as of June 30, 2023 are as follows (in thousands): 2023 $ 560 2024 1,133 2025 1,074 2026 728 2027 643 Thereafter 108 Total lease payments $ 4,246 Less: present value adjustment ( 695 ) Total lease liabilities 3,551 Less: current lease liability ( 840 ) Long-term operating lease liabilities $ 2,711 Operating lease liabilities are based on the net present value of the remaining lease payments over the remaining lease term. In determining the present value of lease payments, the Company used its incremental borrowing rate when measuring operating lease liabilities as discount rates were not implicit or readily determinable. As of June 30, 2023, the weighted average remaining lease term for operating leases is 3.9 years and the weighted average discount rate used to determine the operating lease liability is 9.5 %. Product Liability The Company has not received any material product liability claims. While product defects and adverse patient reactions associated with the Allurion Balloon have occurred, and are expected to continue to occur, the Company does not have a history of product defects or adverse patient reactions that the Company’s management believes would give rise to a material product liability claim. Furthermore, the Company has obtained insurance related to potential product liability claims. Litigation and Claims In the normal course of operations, the Company may become involved in various claims and legal proceedings related to, for example, the validity or scope of its intellectual property rights, employee-related matters, or adverse patient reactions. Additionally, during the normal course of business, the Company may be a party to legal claims that may not be covered by insurance. As of June 30, 2023 and December 31, 2022, the Company has no t recorded accruals for probable losses related to any existing or pending litigation or claims as the Company’s management has determined that there are no matters where a potential loss is probable and reasonably estimable. The Company does not believe that any existing or pending claims would have a material impact on the Company’s consolidated financial statements. |
Geographic Information
Geographic Information | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Geographic Information | 15. Geographic Information Long-lived assets, consisting of property and equipment, net and ROU assets by geography were as follows (in thousands): June 30, 2023 December 31, 2022 United States $ 4,780 $ 3,999 France 1,132 1,282 All other countries — — Long-lived assets $ 5,912 $ 5,281 Refer to Note 3 for information on revenue by geography. |
Related-party Transactions
Related-party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related-party Transactions | 16. Related-party Transactions Lease Agreement with Related Party In August 2022, the Company entered into an operating lease agreement for additional office space in Paris, France with LNMP JPBC Invest. The Company’s Trade Marketing Director was the signor of this lease for LNMP JPBS Invest. Additionally, the Company’s Chief Commercial Officer is also a partner of LNMP JPBC Invest. The lease agreement includes lease payments of approximately $ 0.1 million per year. The lease commenced August 1, 2022 and ends on July 31, 2025 . The Company concluded that the commercial terms of the lease agreement were competitive, at the current market rate and conducted at arm’s-length. Consulting Agreements with KKG Enterprises, LLC and Remus Group Management, LLC In the first quarter of 2023, Allurion entered into consulting agreements with KKG Enterprises, LLC (“KKG Enterprises”) and Remus Group Management, LLC (“Remus Group Management”) to assist Allurion in building out its AI platform, augment its AI advisory board, and provide advisory services related to the Business Combination. These agreements were tied to Allurion Board-related work by Krishna Gupta, who is a director of Allurion, CEO of Remus Group Management, principal at KKG Enterprises, and affiliated with Romulus Capital, a stockholder of Allurion. The agreements include payments of $ 0.2 million to KKG Enterprises and $ 0.3 million to Remus Group Management as board compensation to Krishna Gupta. These agreements were terminated on June 20, 2023 . Convertible Note with Hunter Ventures Limited On February 15, 2023, Allurion sold $ 13 million of the $ 13.6 million 2023 Convertible Notes to Hunter Ventures Limited (“HVL”) and entered into a Side Letter with HVL, who is a limited partner of Romulus Growth Allurion L.P., which is a fund affiliated with Krishna Gupta (a director of Allurion; in addition, entities affiliated with him hold more than 5 % of our outstanding capital stock). Refer to Note 1 and Note 7 for additional information regarding the 2023 Convertible Notes. Convertible Note with Related Party In June 2023, Allurion sold $ 0.2 million of the 2023 Convertible Notes to the Company’s Chief Commercial Officer. The notes are subject to the terms of the 2023 Convertible Notes discussed in Note 7 – Debt. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events The Company has completed an evaluation of all subsequent events through October 20, 2023, which is the date the consolidated financial statements were available to be issued, to ensure that these consolidated financial statements include appropriate disclosure of events both recognized in the consolidated financial statements and events which occurred but were not recognized in the consolidated financial statements. The following subsequent events occurred subsequent to June 30, 2023: Bridge Notes From July 1, 2023 until the completion of the Business Combination on August 1, 2023, the Company issued an aggregate principal amount of $ 9.2 million convertible notes to various investors pursuant to a convertible note purchase agreements, dated as of June 14, 2023, with a stated interest rate of 7.0 % per annum. On August 1, 2023, in connection with the closing of the Mergers, these notes converted into shares of New Allurion Common Stock. Business Combination On August 1, 2023, the Company and New Allurion completed the Business Combination with Compute Health and New Allurion’s common stock and public warrants began trading on the NYSE under the ticker symbols “ALUR” and “ALUR WS”, respectively. Refer to Note 1 for further discussion around the Business Combination. Upon closing of the Business Combination with CPUH on August 1, 2023, Allurion received $ 98.8 million in net cash proceeds. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
2023 Convertible Notes | 2023 Convertible Notes The Company accounts for the convertible notes issued between February 2023 and June 2023 under the fair value option (“FVO”) election of ASC Topic 825, Financial Instruments (“ASC 825”). The convertible notes accounted for under the FVO election are each debt host financial instruments containing embedded features wherein the entire financial instrument is initially measured at its issue-date estimated fair value and then subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. Changes in the estimated fair value of the convertible notes are recorded as a component of Other (expense) income in the consolidated statements of operations, except that the change in estimated fair value attributable to a change in the instrument-specific credit risks is recognized as a component of other comprehensive income. As a result of electing the FVO, direct costs and fees related to the 2023 Convertible Notes (defined below) are expensed as incurred. The convertible notes issued in 2020, 2021 and 2022 are accounted for as disclosed in Note 7, Debt to the financial statements as of and for year ended December 31, 2022. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Management considers many factors in selecting appropriate financial accounting policies and controls in developing the estimates and assumptions that are used in the preparation of these consolidated financial statements. Management must apply significant judgement in this process. In addition, other factors may affect estimates, including expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of reasonable estimates of the ultimate future outcomes, and management must select an amount that falls within that range of reasonable estimates. Actual results could differ from those estimates. |
Risk of Concentration of Credit, Significant Customers and Significant Suppliers | Risk of Concentration of Credit, Significant Customers and Significant Suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash equivalents, and accounts receivable, net. The Company maintains deposits in accredited financial institutions in excess of federally insured limits. The Company maintains its cash, cash equivalents and restricted cash with financial institutions that management believes to be of high credit quality. The Company has not experienced any losses on such accounts and does not believe it is exposed to any unusual credit risk beyond the normal credit risk associated with commercial banking relationships. Significant customers are those which represent more than 10% of the Company’s total revenue for the six months ended June 30, 2023 and 2022 or accounts receivable, net balance as of June 30, 2023 and December 31, 2022. The following table presents customers that represent 10% or more of the Company’s total revenue and accounts receivable, net: Revenue Revenue Accounts Receivable Three Months Ended June 30, Six Months Ended June 30, June 30, December 31, 2023 2022 2023 2022 2023 2022 Customer A N/A 12 % N/A 12 % N/A N/A Customer B N/A N/A N/A 10 % N/A 13 % Customer C N/A N/A N/A N/A 11 % 12 % The Company relies on third parties for the supply of parts and components for its products as well as third-party logistics providers. In instances where these parties fail to perform their obligations, the Company may be unable to find alternative suppliers of parts and components to satisfactorily deliver its products to its customers on time, if at all, which could have a material adverse effect on the Company’s operating results, financial condition and cash flows and damage its customer relationships. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326). The standard, including subsequently issued amendments, requires a financial asset measured at amortized cost basis, such as accounts receivable and certain other financial assets such as available for sale debt securities, to be presented at the net amount expected to be collected based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount. The Company adopted ASU 2016-13 effective January 1, 2023 under the prospective transition approach. The adoption of ASU 2016-13 did no t have a material impact on the Company’s condensed consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional guidance if certain criteria are met for entities that have contracts, hedging relationships and other transactions that reference LIBOR or other reference rates expected to be discontinued as a result of reference rate reform. Subsequent to issuance, the FASB issued ASU 2021-01 in January 2021 to refine and clarify some of its guidance on ASU 2020-04, and ASU 2022-06 in December 2022 to extend the period of time preparers can utilize this guidance. This ASU is effective upon issuance and can be applied through December 31, 2024. Upon the transition of the Company’s contracts and transactions to new reference rates in connection with reference rate reform, the Company will prospectively apply the standard and disclose the effect on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options and Derivatives and Hedging—Contracts in Entity’s Own Equity, which simplifies the accounting for convertible instruments. The guidance removes certain accounting models which separate the embedded conversion features from the host contract for convertible instruments. Either a modified retrospective method of transition or a fully retrospective method of transition is permissible for the adoption of this standard. Update No. 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted no earlier than the fiscal year beginning after December 15, 2020. The Company is currently evaluating the potential impact of the adoption of this standard on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Risk of Concentration of Credit, Significant Customers | The following table presents customers that represent 10% or more of the Company’s total revenue and accounts receivable, net: Revenue Revenue Accounts Receivable Three Months Ended June 30, Six Months Ended June 30, June 30, December 31, 2023 2022 2023 2022 2023 2022 Customer A N/A 12 % N/A 12 % N/A N/A Customer B N/A N/A N/A 10 % N/A 13 % Customer C N/A N/A N/A N/A 11 % 12 % |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenues by Geographic Region | Revenue by geographic region is based on the country in which our customer is domiciled and is summarized by geographic area as follows (in thousands): Three Months Ended June 30, 2023 2022 France $ 1,258 $ 1,663 Spain 896 2,416 All other countries 10,806 12,171 Total Revenues $ 12,960 $ 16,250 Six Months Ended June 30, 2023 2022 France $ 3,113 $ 3,142 Spain 2,520 3,330 United Kingdom 2,257 1,278 Chile 819 3,031 All other countries 18,322 18,182 Total Revenues $ 27,031 $ 28,963 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Table Text Block [Abstract] | |
Schedule of Inventory | Inventory consists of the following (in thousands): June 30, 2023 December 31, 2022 Finished goods $ 2,300 $ 2,096 Work in progress 1,118 213 Raw materials 1,445 1,556 Total Inventory $ 4,863 $ 3,865 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following (in thousands): Estimated Useful Life June 30, 2023 December 31, 2022 Computers and purchased software 3 $ 618 $ 575 Leasehold improvements Shorter of useful life 1,841 1,822 Furniture and fixtures 5 291 251 Machinery and equipment 3 - 5 2,359 2,002 Property and equipment—at cost 5,109 4,650 Less accumulated depreciation and amortization ( 3,212 ) ( 2,851 ) Construction in progress 659 583 Property and equipment—net $ 2,556 $ 2,382 |
Schedule of Depreciation Expense | Depreciation expense was $ 0.2 million for each of the three month periods ended June 30, 2023 and June 30, 2022 and $ 0.4 million for the each of the six month periods ended June 30, 2023 and June 30, 2022, recorded as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cost of revenue $ 59 $ 139 $ 218 $ 272 Research and development 46 18 83 37 General and administrative 35 42 70 83 Sales and marketing 14 11 28 31 Total depreciation and amortization expense $ 154 $ 210 $ 399 $ 423 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following (in thousands): June 30, December 31, Distributor fees and marketing reimbursements $ 5,269 $ 6,348 Accrued compensation 3,872 3,453 Accrued clinical trials and R&D 4,115 228 Accrued professional fees 3,017 2,105 Accrued interest 950 489 Accrued warranty 63 48 Other accrued expenses 3,320 3,122 Total accrued expenses and other current liabilities $ 20,606 $ 15,793 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Components of Third-Party Debt | The components of the Company’s third-party debt consists of the following (in thousands): June 30, 2023 December 31, 2022 2021 Term Loan $ 55,000 $ 55,000 Convertible notes 22,153 3,103 Total principal amounts of debt 77,153 58,103 Less: Change in fair value of debt ( 2,257 ) — Plus: Accretion 338 213 Less: current portion of long-term debt, net of discounts ( 53,673 ) ( 53,360 ) Less: unamortized deferred financing costs and debt discounts ( 1,664 ) ( 1,853 ) Long-term debt, net of current portion and discounts $ 19,897 $ 3,103 |
Schedule of Future Maturities of 2021 Term Loan | Scheduled future maturities of the 2021 Term Loan for years subsequent to June 30, 2023 are as follows (in thousands): December 31, 2023 $ — December 31, 2024 — December 31, 2025 3,929 December 31, 2026 51,071 $ 55,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Hierarchy for Assets and Liabilities Measured at Fair Value at Issuance Date and on Recurring Basis | The following tables present the fair value hierarchy for the Company's assets and liabilities that are measured at fair value at issuance date and on a recurring basis and indicate the level within the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value (in thousands): Fair Value Measurement as of June 30, 2023 Total Carrying Value Level 1 Level 2 Level 3 Assets: Cash equivalents Money market funds $ 35 $ 35 $ — $ — Total assets $ 35 $ 35 $ — $ — Liabilities: Series C Common Stock Warrant Liability $ 743 $ — $ — $ 743 Series B Preferred Stock Warrant Liability 556 — — 556 Series A-1 Preferred Stock Warrant Liability 161 — — 161 Other Common Stock Warrant Liabilities 608 — — 608 Series C Preferred Stock Warrant Liability 1,182 — — 1,182 Derivative Liability—Success Fee 213 — — 213 Series D-1 Preferred Stock Warrant Liability 780 — — 780 2023 Convertible Notes 16,793 — — 16,793 PubCo Additional Share Liability 3,327 — — 3,327 Base PubCo Shares and Backstop Shares Liability 3,305 — — 3,305 Total Liabilities $ 27,668 $ — $ — $ 27,668 Fair Value Measurement as of December 31, 2022 Total Carrying Value Level 1 Level 2 Level 3 Assets: Cash equivalents Money market funds $ 4,925 $ 4,925 $ — $ — Total assets $ 4,925 $ 4,925 $ — $ — Liabilities: Series C Common Stock Warrant Liability $ 340 $ — $ — $ 340 Series B Preferred Stock Warrant Liability 303 — — 303 Series A-1 Preferred Stock Warrant Liability 82 — — 82 Other Common Stock Warrant Liabilities 255 — — 255 Series C Preferred Stock Warrant Liability 684 — — 684 Derivative Liability—Success Fee 180 — — 180 Series D-1 Preferred Stock Warrant Liability 707 — — 707 Total Liabilities $ 2,551 $ — $ — $ 2,551 |
Schedule of Assumptions used in Pricing Model | The Company has classified the warrants within Level 3 of the hierarchy as the fair value is derived using the Black-Scholes option pricing model, which uses a combination of observable (Level 2) and unobservable (Level 3) inputs. See table below for the assumptions used in the pricing model: Measurement Date Interest Rate Exercise Price Estimated Fair Expected Expected Life Series A-1 Preferred Stock warrants June 30, 2023 5.43 % $ 1.90 $ 11.66 50 % 0.21 Series B Preferred Stock warrants June 30, 2023 5.14 % 2.38 11.70 55 % 1.45 Series C Common Stock warrants June 30, 2023 4.31 % 0.01 9.91 59 % 3.55 Series C Preferred Stock warrants June 30, 2023 3.97 % 6.58 11.79 59 % 7.75 Other Common Stock June 30, 2023 4.31 % 1.02 - 1.10 9.91 59 % 4.1 - 4.2 Series D-1 Preferred Stock warrants June 30, 2023 3.81 - 3.97 % 11.87 12.88 59 % 7.8 - 9.2 Measurement Date Interest Rate Exercise Price Estimated Fair Expected Expected Life Series A-1 Preferred Stock warrants December 31, 2022 4.42 % 1.90 $ 6.75 69 % 0.25 Series B Preferred Stock warrants December 31, 2022 4.41 % 2.38 6.91 65 % 2.00 Series C Common Stock warrants December 31, 2022 4.11 % 0.01 4.54 63 % 4.00 Series C Preferred Stock warrants December 31, 2022 3.92 % 6.58 7.24 63 % 8.20 Other Common Stock December 31, 2022 3.99 % 1.02 - 1.10 4.54 63 % 4.6 - 4.7 Series D-1 Preferred Stock warrants December 31, 2022 3.88 - 3.92 % 11.87 11.31 63 % 8.2 - 9.7 |
Schedule of Changes in Fair Values | The changes in the fair values of the warrant, success fee derivative liability, convertible notes, PubCo Additional Shares liability, and Base PubCo and Backstop Shares liability categorized with Level 3 inputs were as follows: MLSC Preferred Common Success 2023 PubCo Base PubCo Total Balance – January 1, 2022 $ 29 $ 481 $ 231 $ 159 $ — $ — $ — $ 900 Fair value upon issuance — — — — — — — — Change in fair value ( 5 ) 4 ( 33 ) — — — — ( 34 ) Balance – March 31, 2022 24 485 198 159 — — — 866 Fair value upon issuance — 147 — — — — — 147 Balance – June 30, 2022 24 632 198 159 — — — 1,013 Balance – January 1, 2023 $ — $ 1,777 $ 596 $ 178 $ — $ — $ — $ 2,551 Change in fair value — 826 649 29 — — — 1,504 Exercise of warrants — ( 18 ) — — — — — ( 18 ) Balance – March 31, 2023 — 2,585 1,245 207 — — — 4,037 Fair value upon issuance — — — — 19,550 3,370 3,264 26,184 Change in fair value — 98 106 6 ( 2,257 ) ( 43 ) 41 ( 2,049 ) Exercise of warrants — ( 4 ) — — — — — ( 4 ) Repayments of debt — — — — ( 500 ) — — ( 500 ) Balance – June 30, 2023 — $ 2,679 $ 1,351 $ 213 $ 16,793 $ 3,327 $ 3,305 $ 27,668 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock and Stockholders' Deficit (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule of Preferred Stock and Common Stock | As of June 30, 2023, Preferred Stock consisted of the following (in thousands, except share amounts): Preferred Stock Preferred Stock Issued Carrying Value Liquidation Common Stock Series A Preferred Stock 2,276,786 2,276,786 $ 1,603 $ 2,486 2,276,786 Series A-1 Preferred Stock 1,513,028 1,486,048 2,782 4,235 1,486,048 Series B Preferred Stock 2,298,929 2,240,427 5,192 7,982 2,240,427 Series C Preferred Stock 8,113,616 7,927,446 39,122 39,122 7,927,446 Series D-1 Preferred Stock 1,684,565 842,283 9,614 16,162 842,283 Series D-2 Preferred Stock 3,644,616 3,644,616 24,054 36,672 3,644,616 Series D-3 Preferred Stock 1,498,348 1,498,348 14,789 24,438 1,498,348 Total 21,029,888 19,915,954 $ 97,156 $ 131,097 19,915,954 As of December 31, 2022, Preferred Stock consisted of the following (in thousands, except share amounts): Preferred Stock Preferred Stock Issued Carrying Value Liquidation Common Stock Series A Preferred Stock 2,276,786 2,276,786 $ 1,603 $ 2,486 2,276,786 Series A-1 Preferred Stock 1,513,028 1,485,544 2,776 4,234 1,485,544 Series B Preferred Stock 2,298,929 2,236,793 5,163 7,969 2,236,793 Series C Preferred Stock 8,113,616 7,927,446 39,122 39,122 7,927,446 Series D-1 Preferred Stock 1,684,565 842,283 9,615 15,865 842,283 Series D-2 Preferred Stock 3,644,616 3,644,616 24,054 35,997 3,644,616 Series D-3 Preferred Stock 1,498,348 1,498,348 14,788 23,988 1,498,348 Total 21,029,888 19,911,816 $ 97,121 $ 129,661 19,911,816 The number of shares of common stock that have been reserved for issuance upon the potential conversion or exercise, as applicable, of the Company’s securities as of June 30, 2023, is as follows: Convertible preferred stock (as converted to common stock) 11,988,508 Redeemable convertible preferred stock (as converted to common stock) 7,927,446 Outstanding options to purchase common stock 4,229,085 Restricted Stock Units 1,446,938 Warrants to purchase preferred stock (as converted to warrants to purchase common stock) 296,347 Warrants to purchase common stock 141,985 Convertible notes (as converted to common stock) 3,568,468 Total 29,598,777 |
Summary of Warrants to Purchase the Classes of Preferred Stock and Common Stock Outstanding | As of June 30, 2023 and December 31, 2022, warrants to purchase the following classes of Preferred Stock and Common Stock outstanding consist of the following: June 30, 2023 Issuance Date Remaining Underlying Equity Instrument Balance Sheet Shares Issuable Weighted 9/16/2013 0.2 Series A-1 Preferred Stock Liability 16,426 $ 1.90 12/1/2014 1.4 Series B Preferred Stock Liability 58,502 2.38 3/30/2021 7.7 Series C Preferred Stock Liability 132,979 6.58 6/4/2022 8.9 Series D-1 Preferred Stock Liability 44,220 11.87 9/15/2022 9.2 Series D-1 Preferred Stock Liability 44,220 11.87 1/17/2017 3.5 Common stock Liability 75,000 0.01 8/3/2017 4.1 Common stock Liability 10,000 1.10 9/8/2017 4.2 Common stock Liability 29,412 1.02 6/19/2018 5.0 Common stock Liability 18,382 1.02 6/25/2019 6.0 Common stock Liability 9,191 1.02 438,332 December 31, 2022 Issuance Date Remaining Underlying Equity Instrument Balance Sheet Shares Issuable Weighted 9/16/2013 0.7 Series A-1 Preferred Stock Liability 16,930 $ 1.90 12/1/2014 1.9 Series B Preferred Stock Liability 62,136 2.38 3/30/2021 8.2 Series C Preferred Stock Liability 132,979 6.58 6/4/2022 9.4 Series D-1 Preferred Stock Liability 44,220 11.87 9/15/2022 9.7 Series D-1 Preferred Stock Liability 44,220 11.87 1/17/2017 4.0 Common stock Liability 75,000 0.01 8/3/2017 4.6 Common stock Liability 10,000 1.10 9/8/2017 4.7 Common stock Liability 29,412 1.02 6/19/2018 5.5 Common stock Liability 18,382 1.02 6/25/2019 6.5 Common stock Liability 9,191 1.02 442,470 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation Expense | Stock-based compensation expense included in the consolidated statement of operations and comprehensive loss was as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cost of revenue $ 3 $ — $ 15 $ — Selling, general and administrative 372 72 758 130 Research and development 26 17 37 32 Total stock-based compensation expense $ 401 $ 89 $ 810 $ 162 |
Summary of Option Activity Under the Plan | The following table summarizes the option activity under the Plans during the six months ended June 30, 2023: Number of Weighted Average Weighted Average Aggregate (per option) (in years) (in thousands) Outstanding—January 1, 2023 4,399,088 $ 2.31 7.7 $ 9,595 Granted — — Cancellations and forfeitures ( 126,023 ) 2.15 Exercised ( 43,980 ) 1.19 Outstanding—June 30, 2023 4,229,085 2.33 7.1 28,248 Exercisable at June 30, 2023 2,337,896 $ 1.49 5.6 $ 17,938 |
Schedule of Assumptions Used in Black-Scholes Option Pricing Model | The assumptions used in the Black- Scholes option-pricing model for the six months ended June 30, 2022 are as follows: Expected volatility 62 % Risk-free interest rate 2.84 % Expected dividend yield 0 % Expected term (in years) 6.0 |
Summary of Restricted Stock Unit Activity Under the Plan | The following table summarizes the restricted stock unit activity under the Plans during the six months ended June 30, 2023: Number of RSUs Weighted (per share) Outstanding—January 1, 2023 1,446,938 $ 4.41 Granted — — Cancellations and forfeitures — — Vested — — Outstanding—June 30, 2023 1,446,938 $ 4.41 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Other Pertinent Lease Information | Other pertinent lease information for the three and six months ended June 30, 2023 and 2022 is as follows (in thousands): Three months ended Six months ended June 30, June 30, June 30, June 30, Operating lease costs $ 275 $ 207 $ 549 $ 399 Short-term lease costs 7 3 13 5 Variable lease costs 72 51 160 94 Operating cash flows paid for amounts in the measurement of operating lease liabilities 284 232 546 465 Operating lease assets obtained in exchange for lease obligations — — 874 316 |
Schedule of Future Commitments Under Non-cancelable Operating Lease Agreements | Future commitments under non-cancelable operating lease agreements as of June 30, 2023 are as follows (in thousands): 2023 $ 560 2024 1,133 2025 1,074 2026 728 2027 643 Thereafter 108 Total lease payments $ 4,246 Less: present value adjustment ( 695 ) Total lease liabilities 3,551 Less: current lease liability ( 840 ) Long-term operating lease liabilities $ 2,711 |
Geographic Information (Tables)
Geographic Information (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Long-lived Assets by Geography | Long-lived assets, consisting of property and equipment, net and ROU assets by geography were as follows (in thousands): June 30, 2023 December 31, 2022 United States $ 4,780 $ 3,999 France 1,132 1,282 All other countries — — Long-lived assets $ 5,912 $ 5,281 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net Loss Per Share | Basic and diluted net loss per share was calculated as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Numerator: Net loss $ ( 21,996 ) $ ( 5,405 ) $ ( 39,797 ) $ ( 11,824 ) Cumulative undeclared dividends to participating securities (Series D convertible preferred stock) ( 725 ) ( 725 ) ( 1,442 ) ( 1,442 ) Net loss attributable to common shareholders $ ( 22,721 ) $ ( 6,130 ) $ ( 41,239 ) $ ( 13,266 ) Denominator: Basic and diluted weighted-average common stock outstanding 7,679,345 7,467,597 7,670,589 7,444,937 Net loss per share, basic and diluted $ ( 2.96 ) $ ( 0.82 ) $ ( 5.38 ) $ ( 1.78 ) |
Summary of Dilutive Securities Excluded from Computation of Basic and Diluted Net Loss Per Common Share | The Company’s potentially dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: June 30, 2023 2022 Convertible preferred stock (as converted to common stock) 11,988,508 11,977,580 Redeemable convertible preferred stock (as converted to common stock) 7,927,446 7,927,446 Outstanding options to purchase common stock 4,229,085 2,935,031 Restricted Stock Units 1,446,938 — Warrants to purchase preferred stock (as converted to warrants to purchase common stock) 296,347 273,609 Warrants to purchase common stock 141,985 282,359 Convertible notes (as converted to common stock) 3,568,468 167,396 Total 29,598,777 23,563,421 |
Organization and Description _2
Organization and Description of Business - Additional Information (Details) | 3 Months Ended | 6 Months Ended | ||||||||
Aug. 01, 2023 USD ($) shares | May 02, 2023 USD ($) $ / shares shares | Feb. 09, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) Country $ / shares shares | Mar. 31, 2023 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Jun. 30, 2023 USD ($) Country $ / shares shares | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | |
Organization and Description of Business [Line Items] | ||||||||||
Number of countries, currently markets the program | Country | 50 | 50 | ||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Conversion of warrants into shares of common stock | 438,332 | 438,332 | 442,470 | |||||||
Gain (loss) from foreign currency translation adjustment | $ | $ (500,000) | $ (100,000) | $ (300,000) | |||||||
Net losses | $ | $ 21,996,000 | $ 17,801,000 | $ 5,405,000 | $ 6,419,000 | 39,797,000 | 11,824,000 | ||||
Cash outflows from operating activities | $ | 20,017,000 | $ 21,128,000 | ||||||||
Accumulated deficit | $ | $ 171,989,000 | $ 171,989,000 | $ 132,192,000 | |||||||
Common stock, shares outstanding | 46,466,489 | 7,698,923 | 7,698,923 | 7,654,943 | ||||||
Public Warrants | ||||||||||
Organization and Description of Business [Line Items] | ||||||||||
Warrants outstanding exercisable | 13,206,922 | |||||||||
Warrants outstanding exercisable shares per warrant | $ / shares | $ 1.420455 | |||||||||
New Allurion | ||||||||||
Organization and Description of Business [Line Items] | ||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||
Accured interest | $ | $ 21,800,000 | |||||||||
New Allurion | Public Warrants | ||||||||||
Organization and Description of Business [Line Items] | ||||||||||
Warrants outstanding exercisable shares per warrant | $ / shares | $ 8.1 | |||||||||
Subsequent Event | ||||||||||
Organization and Description of Business [Line Items] | ||||||||||
Aggregate of merger payment | $ | $ 98,800,000 | |||||||||
Payment received on business combination | $ | $ 98,800,000 | |||||||||
Maximum | ||||||||||
Organization and Description of Business [Line Items] | ||||||||||
Gain (loss) from foreign currency translation adjustment | $ | $ 100,000 | |||||||||
Revenue Interest Financing Agreement [Member] | New Allurion | ||||||||||
Organization and Description of Business [Line Items] | ||||||||||
Aggregate of merger payment | $ | $ 40,000,000 | |||||||||
Revenue Interest Financing Agreement [Member] | Maximum | New Allurion | ||||||||||
Organization and Description of Business [Line Items] | ||||||||||
Remittance of revenue interest payments percentage | 10% | |||||||||
Percentage of annual net sales | 6% | |||||||||
Fortress Credit Agreement | ||||||||||
Organization and Description of Business [Line Items] | ||||||||||
Interest, frequency of payment | Interest on borrowings under the Term Loan Facility will be payable in arrears monthly at a floating interest rate equal to the current applicable margin of 6.44% plus the greater of 3.0% or The Wall Street Journal Prime Rate. | |||||||||
Fortress Credit Agreement | Subsequent Event | New Allurion | ||||||||||
Organization and Description of Business [Line Items] | ||||||||||
Shares issued | 950,000 | |||||||||
Fortress Credit Agreement | Term Loan Facility | Subsequent Event | ||||||||||
Organization and Description of Business [Line Items] | ||||||||||
Borrowing capacity | $ | $ 60,000,000 | |||||||||
Debt instrument maturity month and year | 2027-06 | |||||||||
Current margin percentage | 6.44% | |||||||||
Debt instrument exit payment percentage | 3% | |||||||||
Fortress Credit Agreement | Term Loan Facility | Prime Rate | Subsequent Event | ||||||||||
Organization and Description of Business [Line Items] | ||||||||||
Basis spread on variable rate | 3% | |||||||||
Backstop Agreement | ||||||||||
Organization and Description of Business [Line Items] | ||||||||||
Repurchase face amount | $ | $ 2,000,000 | |||||||||
Backstop Agreement | Subsequent Event | New Allurion | ||||||||||
Organization and Description of Business [Line Items] | ||||||||||
Repurchase face amount | $ | $ 2,000,000 | |||||||||
RSU Forfeiture Agreement | New Allurion | ||||||||||
Organization and Description of Business [Line Items] | ||||||||||
Number of shares forfeited | 79,232 | |||||||||
Sponsor Contribution Agreement | Class A Common Stock | Compute Health | ||||||||||
Organization and Description of Business [Line Items] | ||||||||||
Weighted Average Exercise Price | $ / shares | $ 161,379 | |||||||||
ChEF Purchase Agreement | Chardan Equity Facility | ||||||||||
Organization and Description of Business [Line Items] | ||||||||||
VWAP percentage of common stock | 97% | |||||||||
Structuring fee payable | $ | $ 75,000,000 | $ 75,000,000 | ||||||||
Maximum reimbursement of fees amount | $ | $ 300,000,000 | |||||||||
Line of credit facility remaining outstanding period | 3 years | |||||||||
Sponsor Support Agreement | Class A Common Stock | Compute Health | ||||||||||
Organization and Description of Business [Line Items] | ||||||||||
Warrant to purchase shares of common stock | 12,833,333 | |||||||||
Conversion of warrants into shares of common stock | 2,088,327 | |||||||||
Shares issued upon conversion | 21,120 | |||||||||
Sponsor Support Agreement | Class B Common Stock | Compute Health | ||||||||||
Organization and Description of Business [Line Items] | ||||||||||
Recapitalization of common stock | 21,442,500 | |||||||||
Recapitalization of additional shares | 30,000 | |||||||||
PIPE Subscription Agreements | New Allurion | ||||||||||
Organization and Description of Business [Line Items] | ||||||||||
Purchase price per share | $ / shares | $ 7.04 | |||||||||
Aggregate purchase price | $ | $ 37,900,000 | |||||||||
Aggregate purchase of shares | 5,386,695 | |||||||||
Common Stock | ||||||||||
Organization and Description of Business [Line Items] | ||||||||||
Shares issued | 18,759,838 | |||||||||
Common Stock | New Allurion | ||||||||||
Organization and Description of Business [Line Items] | ||||||||||
Conversion of shares | 1.420455 | |||||||||
Conversion of warrants into shares of common stock | 1.420455 | |||||||||
Common Stock | Business Combination Agreement | ||||||||||
Organization and Description of Business [Line Items] | ||||||||||
Conversion of Shares equal to each share | $ / shares | $ 0.978 | |||||||||
Common Stock | Amended and Restated RTW Side Letter | New Allurion | ||||||||||
Organization and Description of Business [Line Items] | ||||||||||
Shares issued | 250,000 | |||||||||
Common Stock | Backstop Agreement | New Allurion | ||||||||||
Organization and Description of Business [Line Items] | ||||||||||
Shares issued | 700,000 | |||||||||
Common Stock | HVL Termination Agreement | New Allurion | ||||||||||
Organization and Description of Business [Line Items] | ||||||||||
Shares issued | 387,696 | |||||||||
Common Stock | Gaur Contribution Agreement | New Allurion | ||||||||||
Organization and Description of Business [Line Items] | ||||||||||
Contribution of capital by joint venture partner | 79,232 | |||||||||
Common Stock | CPUH Sponsor Contribution Agreement | New Allurion | ||||||||||
Organization and Description of Business [Line Items] | ||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||
Common Stock | ChEF Purchase Agreement | Chardan Equity Facility | ||||||||||
Organization and Description of Business [Line Items] | ||||||||||
Shares issued | 35,511 | |||||||||
Common Stock | ChEF Purchase Agreement | Maximum | Chardan Equity Facility | ||||||||||
Organization and Description of Business [Line Items] | ||||||||||
Stock issued during period value | $ | $ 100,000,000 | |||||||||
Common Stock | Sponsor Support Agreement | Class A Common Stock | Compute Health | ||||||||||
Organization and Description of Business [Line Items] | ||||||||||
Common stock, par value | $ / shares | 0.0001 | |||||||||
Common Stock | Sponsor Support Agreement | Class B Common Stock | Compute Health | ||||||||||
Organization and Description of Business [Line Items] | ||||||||||
Common stock, par value | $ / shares | $ 0.0001 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - ASU 2016-13 | Jun. 30, 2023 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Change in accounting principle accounting standards update adopted | true |
Change in accounting principle accounting standards update adoption date | Jan. 01, 2023 |
Change in accounting principle accounting standards update immaterial effect | true |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Risk of Concentration of Credit, Significant Customers (Details) - Customer concentration risk | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Total revenue | Customer A | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 12% | 12% | ||
Total revenue | Customer B | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 10% | |||
Accounts receivable | Customer B | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 13% | |||
Accounts receivable | Customer C | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 11% | 12% |
Revenue - Schedule of Revenues
Revenue - Schedule of Revenues by Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 12,960 | $ 16,250 | $ 27,031 | $ 28,963 |
France | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,258 | 1,663 | 3,113 | 3,142 |
Spain | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 896 | 2,416 | 2,520 | 3,330 |
United Kingdom | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 2,257 | 1,278 | ||
Chile | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 819 | 3,031 | ||
All Other Countries | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 10,806 | $ 12,171 | $ 18,322 | $ 18,182 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 USD ($) Country | Jun. 30, 2022 USD ($) Country | Jun. 30, 2023 USD ($) Country | Jun. 30, 2022 USD ($) Country | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ | $ 4.4 | $ 5.8 | $ 7.7 | $ 8.8 |
Number of countries generate revenue | 5 | 5 | ||
Each Country | Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | Minimum | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration Risk, Percentage | 4% | 5% | 4% | 5% |
Each Country | Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | Maximum | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration Risk, Percentage | 9% | 9% | 8% | 8% |
All Other Countries | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of countries generate revenue by sales | 40 | 36 | 47 | 37 |
Five countries included within all other countries | Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration Risk, Percentage | 35% | 35% | 29% | 30% |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Inventory, Gross [Abstract] | ||
Finished goods | $ 2,300 | $ 2,096 |
Work in progress | 1,118 | 213 |
Raw materials | 1,445 | 1,556 |
Total Inventory | $ 4,863 | $ 3,865 |
Inventory - Additional Informat
Inventory - Additional Information (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Inventory reserves | $ 0.5 | $ 0 |
Property and Equipment, net - S
Property and Equipment, net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment-at cost | $ 5,109 | $ 4,650 |
Less: accumulated depreciation and amortization | (3,212) | (2,851) |
Construction in progress | 659 | 583 |
Property and equipment-net | $ 2,556 | 2,382 |
Computers and purchased software | ||
Property, Plant and Equipment [Line Items] | ||
Estimates Useful Life | 3 years | |
Property and equipment-at cost | $ 618 | 575 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment-at cost | $ 1,841 | 1,822 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Estimates Useful Life | 5 years | |
Property and equipment-at cost | $ 291 | 251 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment-at cost | $ 2,359 | $ 2,002 |
Machinery and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimates Useful Life | 3 years | |
Machinery and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimates Useful Life | 5 years |
Property and Equipment, net - A
Property and Equipment, net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 0.2 | $ 0.2 | $ 0.4 | $ 0.4 |
Property and Equipment, net -_2
Property and Equipment, net - Schedule of Depreciation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Line Items] | ||||
Total depreciation and amortization expense | $ 154 | $ 210 | $ 399 | $ 423 |
Cost of revenue | ||||
Property, Plant and Equipment [Line Items] | ||||
Total depreciation and amortization expense | 59 | 139 | 218 | 272 |
Research and development | ||||
Property, Plant and Equipment [Line Items] | ||||
Total depreciation and amortization expense | 46 | 18 | 83 | 37 |
General and administrative | ||||
Property, Plant and Equipment [Line Items] | ||||
Total depreciation and amortization expense | 35 | 42 | 70 | 83 |
Sales and marketing | ||||
Property, Plant and Equipment [Line Items] | ||||
Total depreciation and amortization expense | $ 14 | $ 11 | $ 28 | $ 31 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Distributor fees and marketing reimbursements | $ 5,269 | $ 6,348 |
Accrued compensation | 3,872 | 3,453 |
Accrued clinical trials and R&D | 4,115 | 228 |
Accrued professional fees | 3,017 | 2,105 |
Accrued interest | 950 | 489 |
Accrued warranty | 63 | 48 |
Other accrued expenses | 3,320 | 3,122 |
Total accrued expenses and other current liabilities | $ 20,606 | $ 15,793 |
Debt - Components of Third-Part
Debt - Components of Third-Party Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total principal amounts of debt | $ 77,153 | $ 58,103 |
Less: Change in fair value of debt | (2,257) | |
Plus: Accretion | 338 | 213 |
Less: current portion of long-term debt, net of discounts | (53,673) | (53,360) |
Less: unamortized deferred financing costs and debt discounts | (1,664) | (1,853) |
Long-term debt, net of current portion and discounts | 19,897 | 3,103 |
2021 Term Loan | ||
Debt Instrument [Line Items] | ||
Total principal amounts of debt | 55,000 | 55,000 |
Convertible Notes | ||
Debt Instrument [Line Items] | ||
Total principal amounts of debt | $ 22,153 | $ 3,103 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | |||||||||
Aug. 01, 2023 | May 02, 2023 | Mar. 31, 2021 | Sep. 30, 2022 | Jan. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||||||||||||
Shares Issuable Upon Exercise of Warrant | 438,332 | 438,332 | 438,332 | 442,470 | |||||||||
Gross proceeds | $ 19,550,000 | $ 1,103,000 | |||||||||||
Repayment of convertible debt | $ 500,000 | ||||||||||||
Backstop Agreement | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Repurchase face amount | $ 2,000,000 | ||||||||||||
Backstop Agreement | Subsequent Event | Common Stock | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Shares issued | 700,000 | ||||||||||||
2021 Term Loan and 2021 Term Loan Agreement | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate | 14.44% | 10.30% | 14.23% | 10.02% | |||||||||
Interest expense | $ 2,200,000 | $ 700,000 | $ 4,300,000 | $ 1,500,000 | |||||||||
Contractual interest | 2,000,000 | 700,000 | 4,000,000 | 1,300,000 | |||||||||
Amortization of the debt discount | 100,000 | 100,000 | 100,000 | 100,000 | |||||||||
Amortization of warrant | 100,000 | 100,000 | 100,000 | 100,000 | |||||||||
Term loan accretion | 100,000 | 100,000 | 100,000 | 100,000 | |||||||||
2021 Convertible Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest expense | 100,000 | 100,000 | |||||||||||
Gross proceeds | $ 2,000,000 | ||||||||||||
Interest rate | 5% | ||||||||||||
Debt instrument, term | 36 months | ||||||||||||
Debt issuance cost | $ 0 | ||||||||||||
Conversion divided by capped conversion price | $ 600,000,000 | ||||||||||||
2021 Convertible Notes | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest expense | 100,000 | 100,000 | |||||||||||
2022 Convertible Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Gross proceeds | $ 1,100,000 | ||||||||||||
Interest rate | 5% | ||||||||||||
Debt instrument, term | 36 months | ||||||||||||
2022 Convertible Notes | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest expense | 100,000 | $ 100,000 | 100,000 | $ 100,000 | |||||||||
2023 Convertible Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest expense | $ 300,000 | $ 400,000 | |||||||||||
Gross proceeds | $ 19,600,000 | ||||||||||||
Interest rate | 7% | 7% | 7% | ||||||||||
Debt instrument maturity date | Dec. 31, 2026 | ||||||||||||
Conversion divided by discounted capped conversion price | $ 217,300,000 | ||||||||||||
Capped price | $ 260,000,000 | ||||||||||||
Percentage of conversion discounted price is calculated of cash price | 85% | ||||||||||||
Principal balance | $ 19,100,000 | $ 19,100,000 | $ 19,100,000 | ||||||||||
Side Letter Holder Bridge Note | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Repayment of convertible debt | 2,000,000 | ||||||||||||
Reduction of principal amount | $ 500,000 | ||||||||||||
Debt instrument, convertible price for calculating equity securities | 5,000 | ||||||||||||
Deferred liability for issuance of additional shares | $ 3,300,000 | ||||||||||||
Side Letter Holder Bridge Note | Common Stock | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Shares issued upon conversion of outstanding notes | 300,000 | ||||||||||||
Side Letter Holder Bridge Note | Minimum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Additional payment of debt | $ 6,000,000 | ||||||||||||
Side Letter Holder Bridge Note | Subsequent Event | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Shares issued upon conversion of outstanding notes | 387,696 | ||||||||||||
Repayment of convertible debt | $ 6,300,000 | ||||||||||||
Principal balance | 6,300,000 | ||||||||||||
Side Letter Holder Bridge Note | Backstop Agreement | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Deferred liability for issuance of additional shares | 3,300,000 | ||||||||||||
Side Letter Holder Bridge Note | Backstop Agreement | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Repayment of convertible debt | 2,000,000 | ||||||||||||
Side Letter Holder Bridge Note | Backstop Agreement | Subsequent Event | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Principal amount outstanding portion of note | 2,000,000 | ||||||||||||
New convertible note issued | 2,700,000 | ||||||||||||
Repurchase face amount | $ 2,000,000 | ||||||||||||
Other expense | Side Letter Holder Bridge Note | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt prepayment penalty | $ 1,500,000 | ||||||||||||
2021 Term Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Outstanding borrowings | 55,000,000 | 55,000,000 | 55,000,000 | ||||||||||
Additional borrowings available under facility | 0 | 0 | 0 | ||||||||||
2021 Term Loan | 2021 Term Loan Agreement | Runway | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Initial cash proceeds | $ 15,000,000 | ||||||||||||
Additional maximum borrowings | $ 10,000,000 | $ 10,000,000 | |||||||||||
Incremental borrowings | $ 5,000,000 | ||||||||||||
Minimum liquidity amount | $ 3,000,000 | $ 3,000,000 | $ 3,000,000 | ||||||||||
Increase in interest rate | 5% | 5% | 5% | ||||||||||
Percentage of prepayment fee outstanding principal first anniversary | 3% | ||||||||||||
Percentage of prepayment fee outstanding principal after first anniversary | 2% | ||||||||||||
Percentage of prepayment fee outstanding principal after second anniversary | 1% | ||||||||||||
Percentage of prepayment fee outstanding principal after third anniversary | 0.50% | ||||||||||||
Prepayment fee outstanding principal term | 1 year | ||||||||||||
Final payment fee percentage | 3% | ||||||||||||
2021 Term Loan | Amended 2021 Term Loan Agreement | Runway | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maturity Date | Dec. 30, 2026 | Dec. 30, 2025 | |||||||||||
Issuance costs | $ 700,000 | ||||||||||||
Interest rate | 3.25% | ||||||||||||
Description of interest rate variable | change the interest rate to the higher of the prime rate or 3.25% plus the applicable margin of 6.44186% | ||||||||||||
Basis spread on variable rate | 6.44186% | ||||||||||||
2021 Term Loan | Amended 2021 Term Loan Agreement | Runway | Series C Preferred Stock | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Shares Issuable Upon Exercise of Warrant | 132,979 | ||||||||||||
Term C Loan | Amended 2021 Term Loan Agreement | Runway | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Additional borrowings | $ 15,000,000 | $ 20,000,000 | |||||||||||
Available capacity based upon the achievement of certain revenue thresholds | $ 15,000,000 | ||||||||||||
Maturity Date | Dec. 30, 2025 | ||||||||||||
Equal monthly principal payments commencing date | Dec. 30, 2024 | ||||||||||||
Issuance costs | 300,000 | ||||||||||||
Fair value of the warrants | $ 300,000 | $ 300,000 | $ 300,000 | $ 300,000 | |||||||||
Warrant liability | $ 400,000 | ||||||||||||
Term C Loan | Amended 2021 Term Loan Agreement | Runway | Series D-1 Preferred Stock | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Shares Issuable Upon Exercise of Warrant | 44,220 | ||||||||||||
Term D Loan | Amended 2021 Term Loan Agreement | Runway | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Additional borrowings | 15,000,000 | ||||||||||||
Fair value of the warrants | $ 400,000 | $ 400,000 | $ 400,000 | $ 400,000 | |||||||||
Term D Loan | Amended 2021 Term Loan Agreement | Runway | Series D-1 Preferred Stock | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Shares Issuable Upon Exercise of Warrant | 44,220 | ||||||||||||
Term D Loan | Amended 2021 Term Loan Agreement | Runway | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Additional maximum borrowings | $ 15,000,000 |
Debt - Schedule of Future Matur
Debt - Schedule of Future Maturities of 2021 Term Loan (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 77,153 | $ 58,103 |
2021 Term Loan | ||
Debt Instrument [Line Items] | ||
December 31, 2025 | 3,929 | |
December 31, 2026 | 51,071 | |
Long-term debt | $ 55,000 | $ 55,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Operating Loss Carryforwards [Line Items] | ||||
Income tax expense | $ 22 | $ 0 | $ 56 | $ 0 |
Effective tax rates | (0.10%) | (0.10%) | ||
Maximum | ||||
Operating Loss Carryforwards [Line Items] | ||||
Income tax expense | $ 100 | $ 100 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Hierarchy for Assets and Liabilities Measured at Fair Value at Issuance Date and on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Assets | $ 35 | $ 4,925 |
Level 1 | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Assets | 35 | 4,925 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | 27,668 | 2,551 |
Level 3 | Series C Common Stock Warrant Liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | 743 | 340 |
Level 3 | Series B Preferred Stock Warrant Liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | 556 | 303 |
Level 3 | Series A-1 Preferred Stock Warrant Liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | 161 | 82 |
Level 3 | Other Common Stock Warrant Liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | 608 | 255 |
Level 3 | Series C Preferred Stock Warrant Liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | 1,182 | 684 |
Level 3 | Derivative Liability-Success Fee | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | 213 | 180 |
Level 3 | Series D-1 Preferred Stock Warrant Liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | 780 | 707 |
Level 3 | PubCo Share Liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | 3,327 | |
Level 3 | Base PubCo and Backstop Share Liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | 3,305 | |
Level 3 | 2023 Convertible Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | 16,793 | |
Total Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Assets | 35 | 4,925 |
Total Liabilities | 27,668 | 2,551 |
Total Carrying Value | Series C Common Stock Warrant Liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | 743 | 340 |
Total Carrying Value | Series B Preferred Stock Warrant Liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | 556 | 303 |
Total Carrying Value | Series A-1 Preferred Stock Warrant Liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | 161 | 82 |
Total Carrying Value | Other Common Stock Warrant Liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | 608 | 255 |
Total Carrying Value | Series C Preferred Stock Warrant Liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | 1,182 | 684 |
Total Carrying Value | Derivative Liability-Success Fee | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | 213 | 180 |
Total Carrying Value | Series D-1 Preferred Stock Warrant Liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | 780 | 707 |
Total Carrying Value | PubCo Share Liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | 3,327 | |
Total Carrying Value | Base PubCo and Backstop Share Liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | 3,305 | |
Total Carrying Value | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Assets | 35 | $ 4,925 |
Total Carrying Value | 2023 Convertible Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | $ 16,793 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Assumptions used in Pricing Model (Details) - Black-Scholes Option Pricing Model - Level 3 | Jun. 30, 2023 | Dec. 31, 2022 |
Interest Rate | Series A-1 Preferred Stock Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Observable and Unobservable Input Reconciliation [Line Items] | ||
Warrants measurement input | 0.0543 | 0.0442 |
Interest Rate | Series B Preferred Stock Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Observable and Unobservable Input Reconciliation [Line Items] | ||
Warrants measurement input | 0.0514 | 0.0441 |
Interest Rate | Series C Common Stock Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Observable and Unobservable Input Reconciliation [Line Items] | ||
Warrants measurement input | 0.0431 | 0.0411 |
Interest Rate | Series C Preferred Stock Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Observable and Unobservable Input Reconciliation [Line Items] | ||
Warrants measurement input | 0.0397 | 0.0392 |
Interest Rate | Series D-1 Preferred Stock Warrants | Minimum | ||
Fair Value, Assets Measured on Recurring Basis, Observable and Unobservable Input Reconciliation [Line Items] | ||
Warrants measurement input | 0.0381 | 0.0388 |
Interest Rate | Series D-1 Preferred Stock Warrants | Maximum | ||
Fair Value, Assets Measured on Recurring Basis, Observable and Unobservable Input Reconciliation [Line Items] | ||
Warrants measurement input | 0.0397 | 0.0392 |
Interest Rate | Other Common Stock | ||
Fair Value, Assets Measured on Recurring Basis, Observable and Unobservable Input Reconciliation [Line Items] | ||
Warrants measurement input | 0.0431 | 0.0399 |
Exercise Price | Series A-1 Preferred Stock Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Observable and Unobservable Input Reconciliation [Line Items] | ||
Warrants measurement input | 1.9 | 1.9 |
Exercise Price | Series B Preferred Stock Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Observable and Unobservable Input Reconciliation [Line Items] | ||
Warrants measurement input | 2.38 | 2.38 |
Exercise Price | Series C Common Stock Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Observable and Unobservable Input Reconciliation [Line Items] | ||
Warrants measurement input | 0.01 | 0.01 |
Exercise Price | Series C Preferred Stock Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Observable and Unobservable Input Reconciliation [Line Items] | ||
Warrants measurement input | 6.58 | 6.58 |
Exercise Price | Series D-1 Preferred Stock Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Observable and Unobservable Input Reconciliation [Line Items] | ||
Warrants measurement input | 11.87 | 11.87 |
Exercise Price | Other Common Stock | Minimum | ||
Fair Value, Assets Measured on Recurring Basis, Observable and Unobservable Input Reconciliation [Line Items] | ||
Warrants measurement input | 1.02 | 1.02 |
Exercise Price | Other Common Stock | Maximum | ||
Fair Value, Assets Measured on Recurring Basis, Observable and Unobservable Input Reconciliation [Line Items] | ||
Warrants measurement input | 1.1 | 1.1 |
Estimated Fair Value of Underlying Share Price | Series A-1 Preferred Stock Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Observable and Unobservable Input Reconciliation [Line Items] | ||
Warrants measurement input | 11.66 | 6.75 |
Estimated Fair Value of Underlying Share Price | Series B Preferred Stock Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Observable and Unobservable Input Reconciliation [Line Items] | ||
Warrants measurement input | 11.7 | 6.91 |
Estimated Fair Value of Underlying Share Price | Series C Common Stock Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Observable and Unobservable Input Reconciliation [Line Items] | ||
Warrants measurement input | 9.91 | 4.54 |
Estimated Fair Value of Underlying Share Price | Series C Preferred Stock Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Observable and Unobservable Input Reconciliation [Line Items] | ||
Warrants measurement input | 11.79 | 7.24 |
Estimated Fair Value of Underlying Share Price | Series D-1 Preferred Stock Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Observable and Unobservable Input Reconciliation [Line Items] | ||
Warrants measurement input | 12.88 | 11.31 |
Estimated Fair Value of Underlying Share Price | Other Common Stock | ||
Fair Value, Assets Measured on Recurring Basis, Observable and Unobservable Input Reconciliation [Line Items] | ||
Warrants measurement input | 9.91 | 4.54 |
Expected Volatility | Series A-1 Preferred Stock Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Observable and Unobservable Input Reconciliation [Line Items] | ||
Warrants measurement input | 0.50 | 0.69 |
Expected Volatility | Series B Preferred Stock Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Observable and Unobservable Input Reconciliation [Line Items] | ||
Warrants measurement input | 0.55 | 0.65 |
Expected Volatility | Series C Common Stock Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Observable and Unobservable Input Reconciliation [Line Items] | ||
Warrants measurement input | 0.59 | 0.63 |
Expected Volatility | Series C Preferred Stock Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Observable and Unobservable Input Reconciliation [Line Items] | ||
Warrants measurement input | 0.59 | 0.63 |
Expected Volatility | Series D-1 Preferred Stock Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Observable and Unobservable Input Reconciliation [Line Items] | ||
Warrants measurement input | 0.59 | 0.63 |
Expected Volatility | Other Common Stock | ||
Fair Value, Assets Measured on Recurring Basis, Observable and Unobservable Input Reconciliation [Line Items] | ||
Warrants measurement input | 0.59 | 0.63 |
Expected Life (Years) | Series A-1 Preferred Stock Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Observable and Unobservable Input Reconciliation [Line Items] | ||
Warrants term | 2 months 15 days | 3 months |
Expected Life (Years) | Series B Preferred Stock Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Observable and Unobservable Input Reconciliation [Line Items] | ||
Warrants term | 1 year 5 months 12 days | 2 years |
Expected Life (Years) | Series C Common Stock Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Observable and Unobservable Input Reconciliation [Line Items] | ||
Warrants term | 3 years 6 months 18 days | 4 years |
Expected Life (Years) | Series C Preferred Stock Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Observable and Unobservable Input Reconciliation [Line Items] | ||
Warrants term | 7 years 9 months | 8 years 2 months 12 days |
Expected Life (Years) | Series D-1 Preferred Stock Warrants | Minimum | ||
Fair Value, Assets Measured on Recurring Basis, Observable and Unobservable Input Reconciliation [Line Items] | ||
Warrants term | 7 years 9 months 18 days | 8 years 2 months 12 days |
Expected Life (Years) | Series D-1 Preferred Stock Warrants | Maximum | ||
Fair Value, Assets Measured on Recurring Basis, Observable and Unobservable Input Reconciliation [Line Items] | ||
Warrants term | 9 years 2 months 12 days | 9 years 8 months 12 days |
Expected Life (Years) | Other Common Stock | Minimum | ||
Fair Value, Assets Measured on Recurring Basis, Observable and Unobservable Input Reconciliation [Line Items] | ||
Warrants term | 4 years 1 month 6 days | 4 years 7 months 6 days |
Expected Life (Years) | Other Common Stock | Maximum | ||
Fair Value, Assets Measured on Recurring Basis, Observable and Unobservable Input Reconciliation [Line Items] | ||
Warrants term | 4 years 2 months 12 days | 4 years 8 months 12 days |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) $ / shares in Units, $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | |
Expected Dividend Yield | Level 3 | Black-Scholes Option Pricing Model | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants measurement input | 0 |
PubCo Additional Share Liability | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value of estimated number of shares | shares | 478,101 |
Fair value of estimated price of shares | $ 7.04 |
Fair value of market based discount rate | 15% |
Base PubCo and Backstop Share Liability | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value of estimated number of shares | shares | 950,000 |
Fair value of estimated price of shares | $ 7.04 |
Fair value of market based discount rate | 15% |
Fair value of probability of occurrence rate | 25% |
2019 Term Loan | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value of weighted average probability percentage | 80% |
Fair value assumptions of liquidity event term | 4 years |
Percentage of fair value assumptions initial value of derivative liability | 20% |
2023 Convertible Notes | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Aggregate principal amount | $ | $ 19.1 |
Estimated share price at conversion | $ 7.04 |
2023 Convertible Notes | Automatic Conversion to Common Stock | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt instrument, measurement input | 75 |
2023 Convertible Notes | Optional Conversion in Qualified Financing | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt instrument, measurement input | 15 |
2023 Convertible Notes | Dissolution Event | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt instrument, measurement input | 10 |
2023 Convertible Notes | Estimated Discount Rate | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt instrument, measurement input | 23 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Changes in Fair Values (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Beginning Balance | $ 4,037 | $ 2,551 | $ 866 | $ 900 |
Fair value upon issuance | 26,184 | 147 | ||
Change in fair value | (2,049) | 1,504 | (34) | |
Exercise of warrants | (4) | (18) | ||
Repayment of debt | (500) | |||
Ending Balance | 27,668 | 4,037 | 1,013 | 866 |
MLSC Warrants | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Beginning Balance | 24 | 29 | ||
Change in fair value | (5) | |||
Ending Balance | 24 | 24 | ||
Preferred Stock Warrants | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Beginning Balance | 2,585 | 1,777 | 485 | 481 |
Fair value upon issuance | 147 | |||
Change in fair value | 98 | 826 | 4 | |
Exercise of warrants | (4) | (18) | ||
Ending Balance | 2,679 | 2,585 | 632 | 485 |
Common Stock Warrants | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Beginning Balance | 1,245 | 596 | 198 | 231 |
Change in fair value | 106 | 649 | (33) | |
Ending Balance | 1,351 | 1,245 | 198 | 198 |
Success Fee Derivative Liability | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Beginning Balance | 207 | 178 | 159 | 159 |
Change in fair value | 6 | 29 | ||
Ending Balance | 213 | $ 207 | $ 159 | $ 159 |
2023 Convertible Notes | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair value upon issuance | 19,550 | |||
Change in fair value | (2,257) | |||
Repayment of debt | (500) | |||
Ending Balance | 16,793 | |||
PubCo Share Liability | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair value upon issuance | 3,370 | |||
Change in fair value | (43) | |||
Ending Balance | 3,327 | |||
Base PubCo and Backstop Share Liability | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair value upon issuance | 3,264 | |||
Change in fair value | 41 | |||
Ending Balance | $ 3,305 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock and Stockholders' Deficit - Schedule of Preferred Stock (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | ||
Preferred Stock Authorized | 21,029,888 | 21,029,888 |
Preferred Stock Issued | 19,915,954 | 19,911,816 |
Preferred Stock Outstanding | 19,915,954 | 19,911,816 |
Carrying Value | $ 97,156 | $ 97,121 |
Liquidation Preference | $ 131,097 | $ 129,661 |
Common Stock Issuable Upon Conversion | 19,915,954 | 19,911,816 |
Series A Preferred Stock | ||
Class of Stock [Line Items] | ||
Preferred Stock Authorized | 2,276,786 | 2,276,786 |
Preferred Stock Issued | 2,276,786 | 2,276,786 |
Preferred Stock Outstanding | 2,276,786 | 2,276,786 |
Carrying Value | $ 1,603 | $ 1,603 |
Liquidation Preference | $ 2,486 | $ 2,486 |
Common Stock Issuable Upon Conversion | 2,276,786 | 2,276,786 |
Series A-1 Preferred Stock | ||
Class of Stock [Line Items] | ||
Preferred Stock Authorized | 1,513,028 | 1,513,028 |
Preferred Stock Issued | 1,486,048 | 1,485,544 |
Preferred Stock Outstanding | 1,486,048 | 1,485,544 |
Carrying Value | $ 2,782 | $ 2,776 |
Liquidation Preference | $ 4,235 | $ 4,234 |
Common Stock Issuable Upon Conversion | 1,486,048 | 1,485,544 |
Series B Preferred Stock | ||
Class of Stock [Line Items] | ||
Preferred Stock Authorized | 2,298,929 | 2,298,929 |
Preferred Stock Issued | 2,240,427 | 2,236,793 |
Preferred Stock Outstanding | 2,240,427 | 2,236,793 |
Carrying Value | $ 5,192 | $ 5,163 |
Liquidation Preference | $ 7,982 | $ 7,969 |
Common Stock Issuable Upon Conversion | 2,240,427 | 2,236,793 |
Series C Preferred Stock | ||
Class of Stock [Line Items] | ||
Preferred Stock Authorized | 8,113,616 | 8,113,616 |
Preferred Stock Issued | 7,927,446 | 7,927,446 |
Preferred Stock Outstanding | 7,927,446 | 7,927,446 |
Carrying Value | $ 39,122 | $ 39,122 |
Liquidation Preference | $ 39,122 | $ 39,122 |
Common Stock Issuable Upon Conversion | 7,927,446 | 7,927,446 |
Series D-1 Preferred Stock | ||
Class of Stock [Line Items] | ||
Preferred Stock Authorized | 1,684,565 | 1,684,565 |
Preferred Stock Issued | 842,283 | 842,283 |
Preferred Stock Outstanding | 842,283 | 842,283 |
Carrying Value | $ 9,614 | $ 9,615 |
Liquidation Preference | $ 16,162 | $ 15,865 |
Common Stock Issuable Upon Conversion | 842,283 | 842,283 |
Series D-2 Preferred Stock | ||
Class of Stock [Line Items] | ||
Preferred Stock Authorized | 3,644,616 | 3,644,616 |
Preferred Stock Issued | 3,644,616 | 3,644,616 |
Preferred Stock Outstanding | 3,644,616 | 3,644,616 |
Carrying Value | $ 24,054 | $ 24,054 |
Liquidation Preference | $ 36,672 | $ 35,997 |
Common Stock Issuable Upon Conversion | 3,644,616 | 3,644,616 |
Series D-3 Preferred Stock | ||
Class of Stock [Line Items] | ||
Preferred Stock Authorized | 1,498,348 | 1,498,348 |
Preferred Stock Issued | 1,498,348 | 1,498,348 |
Preferred Stock Outstanding | 1,498,348 | 1,498,348 |
Carrying Value | $ 14,789 | $ 14,788 |
Liquidation Preference | $ 24,438 | $ 23,988 |
Common Stock Issuable Upon Conversion | 1,498,348 | 1,498,348 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock and Stockholders' Deficit - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | ||
Jun. 30, 2023 | May 02, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||
Revenue milestone | $ 65 | ||
Percentage of shares of common stock held | 150% | ||
Common stock, shares authorized | 38,000,000 | 35,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares outstanding | 7,698,923 | 46,466,489 | 7,654,943 |
Common stock issued upon exercise of stock options | 43,980 | ||
Maximum | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 38,000,000 | ||
Series A Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock liquidation preference per share | $ 1.092 | ||
Original issue price | 1.092 | ||
Series A-1 Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock liquidation preference per share | 2.85 | ||
Series B Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock liquidation preference per share | 3.563 | ||
Series C Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock liquidation preference per share | $ 4.935 | ||
Preferred stock redemption value to original issuance price | 150% | ||
Series C Preferred Stock | Maximum | |||
Class of Stock [Line Items] | |||
Percentage of outstanding shares of redeemable | 50% | ||
Series D Preferred Stock | |||
Class of Stock [Line Items] | |||
Percentage of preferred stock dividend | 6% | ||
Series D-1 Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock liquidation preference per share | $ 17.809 | ||
Preferred stock, par value | 11.8725 | ||
Series D-2 Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock liquidation preference per share | 9.338 | ||
Preferred stock, par value | 6.2256 | ||
Series D-3 Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock liquidation preference per share | 15.137 | ||
Preferred stock, par value | $ 10.0916 |
Redeemable Convertible Prefer_5
Redeemable Convertible Preferred Stock and Stockholders' Deficit - Summary of Reserved for Issuance Upon the Potential Conversion or Exercise (Details) | Jun. 30, 2023 shares |
Class of Stock [Line Items] | |
Common stock shares reserved for future issuance | 29,598,777 |
Convertible Preferred Stock (as converted to common stock) | |
Class of Stock [Line Items] | |
Common stock shares reserved for future issuance | 11,988,508 |
Redeemable Convertible Preferred Stock (as converted to common stock) | |
Class of Stock [Line Items] | |
Common stock shares reserved for future issuance | 7,927,446 |
Restricted Stock Units | |
Class of Stock [Line Items] | |
Common stock shares reserved for future issuance | 1,446,938 |
Convertible Notes (as converted to common stock) | |
Class of Stock [Line Items] | |
Common stock shares reserved for future issuance | 3,568,468 |
Outstanding Options to Purchase Common Stock | |
Class of Stock [Line Items] | |
Common stock shares reserved for future issuance | 4,229,085 |
Warrants to Purchase Preferred Stock (as converted to warrants to purchase common stock) | |
Class of Stock [Line Items] | |
Common stock shares reserved for future issuance | 296,347 |
Warrants to Purchase Common Stock | |
Class of Stock [Line Items] | |
Common stock shares reserved for future issuance | 141,985 |
Redeemable Convertible Prefer_6
Redeemable Convertible Preferred Stock and Stockholders' Deficit - Summary of Warrants to Purchase Classes of Preferred Stock and Common Stock Outstanding (Details) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Class of Warrant or Right [Line Items] | ||
Shares Issuable Upon Exercise of Warrant | 438,332 | 442,470 |
September 16, 2013 | Series A-1 Preferred Stock | ||
Class of Warrant or Right [Line Items] | ||
Remaining Contractual Term (in years) | 2 months 12 days | 8 months 12 days |
Shares Issuable Upon Exercise of Warrant | 16,426 | 16,930 |
Weighted Average Exercise Price | $ 1.9 | $ 1.9 |
December 1, 2014 | Series B Preferred Stock | ||
Class of Warrant or Right [Line Items] | ||
Remaining Contractual Term (in years) | 1 year 4 months 24 days | 1 year 10 months 24 days |
Shares Issuable Upon Exercise of Warrant | 58,502 | 62,136 |
Weighted Average Exercise Price | $ 2.38 | $ 2.38 |
March 30, 2021 | Series C Preferred Stock | ||
Class of Warrant or Right [Line Items] | ||
Remaining Contractual Term (in years) | 7 years 8 months 12 days | 8 years 2 months 12 days |
Shares Issuable Upon Exercise of Warrant | 132,979 | 132,979 |
Weighted Average Exercise Price | $ 6.58 | $ 6.58 |
June 4, 2022 | Series D-1 Preferred Stock | ||
Class of Warrant or Right [Line Items] | ||
Remaining Contractual Term (in years) | 8 years 10 months 24 days | 9 years 4 months 24 days |
Shares Issuable Upon Exercise of Warrant | 44,220 | 44,220 |
Weighted Average Exercise Price | $ 11.87 | $ 11.87 |
September 15, 2022 | Series D-1 Preferred Stock | ||
Class of Warrant or Right [Line Items] | ||
Remaining Contractual Term (in years) | 9 years 2 months 12 days | 9 years 8 months 12 days |
Shares Issuable Upon Exercise of Warrant | 44,220 | 44,220 |
Weighted Average Exercise Price | $ 11.87 | $ 11.87 |
January 17, 2017 | Common Stock | ||
Class of Warrant or Right [Line Items] | ||
Remaining Contractual Term (in years) | 3 years 6 months | 4 years |
Shares Issuable Upon Exercise of Warrant | 75,000 | 75,000 |
Weighted Average Exercise Price | $ 0.01 | $ 0.01 |
August 3, 2017 | Common Stock | ||
Class of Warrant or Right [Line Items] | ||
Remaining Contractual Term (in years) | 4 years 1 month 6 days | 4 years 7 months 6 days |
Shares Issuable Upon Exercise of Warrant | 10,000 | 10,000 |
Weighted Average Exercise Price | $ 1.1 | $ 1.1 |
September 8, 2017 | Common Stock | ||
Class of Warrant or Right [Line Items] | ||
Remaining Contractual Term (in years) | 4 years 2 months 12 days | 4 years 8 months 12 days |
Shares Issuable Upon Exercise of Warrant | 29,412 | 29,412 |
Weighted Average Exercise Price | $ 1.02 | $ 1.02 |
June 19, 2018 | Common Stock | ||
Class of Warrant or Right [Line Items] | ||
Remaining Contractual Term (in years) | 5 years | 5 years 6 months |
Shares Issuable Upon Exercise of Warrant | 18,382 | 18,382 |
Weighted Average Exercise Price | $ 1.02 | $ 1.02 |
June 25, 2019 | Common Stock | ||
Class of Warrant or Right [Line Items] | ||
Remaining Contractual Term (in years) | 6 years | 6 years 6 months |
Shares Issuable Upon Exercise of Warrant | 9,191 | 9,191 |
Weighted Average Exercise Price | $ 1.02 | $ 1.02 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator: | ||||||
Net loss | $ (21,996) | $ (17,801) | $ (5,405) | $ (6,419) | $ (39,797) | $ (11,824) |
Cumulative undeclared dividends to participating securities (Series D convertible preferred stock) | (725) | (725) | (1,442) | (1,442) | ||
Net loss attributable to common shareholders | $ (22,721) | $ (6,130) | $ (41,239) | $ (13,266) | ||
Denominator: | ||||||
Basic weighted-average common stock outstanding | 7,679,345 | 7,467,597 | 7,670,589 | 7,444,937 | ||
Diluted weighted-average common stock outstanding | 7,679,345 | 7,467,597 | 7,670,589 | 7,444,937 | ||
Net loss per share, basic | $ (2.96) | $ (0.82) | $ (5.38) | $ (1.78) | ||
Net loss per share, diluted | $ (2.96) | $ (0.82) | $ (5.38) | $ (1.78) |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of Dilutive Securities Excluded from Computation of Basic and Diluted Net Loss Per Common Share (Details) - shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 29,598,777 | 23,563,421 |
Convertible Preferred Stock (as converted to common stock) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 11,988,508 | 11,977,580 |
Redeemable Convertible Preferred Stock (as converted to common stock) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 7,927,446 | 7,927,446 |
Outstanding Options to Purchase Common Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 4,229,085 | 2,935,031 |
Restricted Stock Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 1,446,938 | |
Warrants to Purchase Preferred Stock (as converted to warrants to purchase common stock) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 296,347 | 273,609 |
Warrants to Purchase Common Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 141,985 | 282,359 |
Convertible Notes (as converted to common stock) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 3,568,468 | 167,396 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 6 Months Ended | ||
Aug. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Weighted average grant-date fair value of the stock option awards granted | $ 1.24 | |||
Granted | 0 | |||
Unrecognized compensation costs | $ 3,500,000 | |||
Remaining weighted-average period | 2 years | |||
Restricted Stock Units | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Vesting period | 2 years | |||
Unrecognized compensation costs | $ 0 | |||
Restricted stock units, granted | 0 | 0 | ||
Restricted stock units, vested | 0 | 0 | ||
Restricted stock units, cancelled | 0 | 0 | ||
Restricted Stock Units | Tranche One | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Vesting percentage | 62.50% | |||
Restricted Stock Units | Tranche One | Subsequent Event | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Vesting percentage | 62.50% | |||
Restricted Stock Units | Tranche Two | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Remaining vesting percentage | 37.50% | |||
2010 Plan | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Options and RSUs issued and exercisable under the plan | 5,676,023 | 5,846,026 | ||
Number of shares available for grant | 480,104 | 0 | ||
Vesting period | 4 years | |||
Expiration period | 10 years |
Stock Based Compensation - Sche
Stock Based Compensation - Schedule of Stock Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 401 | $ 89 | $ 810 | $ 162 |
Cost of Revenue | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 3 | 15 | ||
Selling, General and Administrative | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 372 | 72 | 758 | 130 |
Research and Development | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 26 | $ 17 | $ 37 | $ 32 |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Stock Option Activity Under the Plan (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | ||
Number of Options, Beginning balance | 4,399,088 | |
Number of Options, Granted | 0 | |
Number of Options, Cancellations and forfeitures | (126,023) | |
Number of Options, Exercised | (43,980) | |
Number of Options, Ending balance | 4,229,085 | 4,399,088 |
Number of Options, Exercisable | 2,337,896 | |
Weighted-Average Exercise Price, Beginning balance | $ / shares | $ 2.31 | |
Weighted-Average Exercise Price, Cancellations and forfeitures | $ / shares | 2.15 | |
Weighted-Average Exercise Price, Exercised | $ / shares | 1.19 | |
Weighted-Average Exercise Price, Ending balance | $ / shares | 2.33 | $ 2.31 |
Weighted-Average Exercise Price, Exercisable | $ / shares | $ 1.49 | |
Weighted-Average Remaining Contractual Term | 7 years 1 month 6 days | 7 years 8 months 12 days |
Weighted-Average Remaining Contractual Term, Exercisable | 5 years 7 months 6 days | |
Aggregate Intrinsic Value, Outstanding | $ | $ 28,248 | $ 9,595 |
Aggregate Intrinsic Value, Exercisable | $ | $ 17,938 |
Stock Based Compensation - Sc_2
Stock Based Compensation - Schedule of Assumptions used in Black-Scholes Option-Pricing Model (Details) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Expected volatility | 62% |
Risk-free interest rate | 2.84% |
Expected dividend yield | 0% |
Expected term (in years) | 6 years |
Stock Based Compensation - Su_2
Stock Based Compensation - Summary of Restricted Stock Unit Activity Under the Plan (Details) - Restricted Stock Units - $ / shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of RSUs, Beginning balance | 1,446,938 | |
Number of RSUs, Granted | 0 | 0 |
Number of RSUs, Cancellations and forfeitures | 0 | 0 |
Number of RSUs, Vested | 0 | 0 |
Number of RSUs, Ending balance | 1,446,938 | |
Weighted Average Grant Date Fair Value, Beginning balance | $ 4.41 | |
Weighted Average Grant Date Fair Value, Ending balance | $ 4.41 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Maximum | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined benefit plan matching contributions | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 1 Months Ended | 6 Months Ended | ||
Feb. 28, 2023 USD ($) | Jun. 30, 2023 USD ($) ft² | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Loss Contingencies [Line Items] | ||||
Lease description | In February 2023, the Company executed amendments to three of its leases in Natick, Massachusetts. The amendments were accounted for as a modification of the existing lease agreements, with impacts to the lease term, lease payments, and related lease liability for each of the three leases. | |||
Operating lease assets obtained in exchange for lease obligations | $ 900,000 | $ 874,000 | $ 316,000 | |
Lease total area of land | ft² | 51,000 | |||
Lessee, operating lease, right to extend description | The Company has a right to extend certain of these leases for periods between three and five years. | |||
Lessee, operating lease, right to extend [true false] | true | |||
Operating lease, weighted average remaining lease term | 3 years 10 months 24 days | |||
Operating lease liability, weighted average discount rate, percent | 9.50% | |||
Loss contingency accruals for probable losses | $ 0 | $ 0 | ||
ASC 842 | ||||
Loss Contingencies [Line Items] | ||||
Change in accounting principle accounting standards update adopted | true | |||
Change in accounting principle accounting standards update adoption date | Jan. 01, 2022 | |||
Minimum | ||||
Loss Contingencies [Line Items] | ||||
Lessee operating lease expiration period | 2024-06 | |||
Lessee, operating lease, remaining lease term | 3 years | |||
Minimum | Natick | ||||
Loss Contingencies [Line Items] | ||||
Lessee operating lease expiration period | 2024-06 | |||
Maximum | ||||
Loss Contingencies [Line Items] | ||||
Lessee operating lease expiration period | 2028-03 | |||
Lessee, operating lease, remaining lease term | 5 years | |||
Maximum | Natick | ||||
Loss Contingencies [Line Items] | ||||
Lessee operating lease expiration period | 2028-03 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Other Pertinent Lease Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Feb. 28, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |||||
Operating lease costs | $ 275 | $ 207 | $ 549 | $ 399 | |
Short-term lease costs | 7 | 3 | 13 | 5 | |
Variable lease costs | 72 | 51 | 160 | 94 | |
Operating cash flows paid for amounts in the measurement of operating lease liabilities | $ 284 | $ 232 | 546 | 465 | |
Operating lease assets obtained in exchange for lease obligations | $ 900 | $ 874 | $ 316 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Future Commitments Under Non-cancelable Operating Lease Agreements (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
2023 | $ 560 | |
2024 | 1,133 | |
2025 | 1,074 | |
2026 | 728 | |
2027 | 643 | |
Thereafter | 108 | |
Total lease payments | 4,246 | |
Less: present value adjustment | (695) | |
Total lease liabilities | 3,551 | |
Less: current lease liability | (840) | $ (905) |
Long-term operating lease liabilities | $ 2,711 | $ 2,163 |
Geographic Information - Schedu
Geographic Information - Schedule of Long-lived Assets by Geography (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 5,912 | $ 5,281 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 4,780 | 3,999 |
France | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 1,132 | 1,282 |
All Other Countries | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 0 | $ 0 |
Related-party Transactions - Ad
Related-party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Feb. 15, 2023 | Jun. 30, 2023 | Aug. 31, 2022 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||||||
Operating lease, payments | $ 284 | $ 232 | $ 546 | $ 465 | |||||
Total principal amounts of debt | $ 77,153 | $ 77,153 | $ 77,153 | $ 58,103 | |||||
Percentage of outstanding capital stock | 5% | ||||||||
2023 Convertible Notes | Hunter Ventures Limited [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument issued | $ 13,000 | ||||||||
Total principal amounts of debt | $ 13,600 | ||||||||
Consulting Agreements | |||||||||
Related Party Transaction [Line Items] | |||||||||
Agreements termination date | Jun. 20, 2023 | ||||||||
LNMP JPBC Invest | |||||||||
Related Party Transaction [Line Items] | |||||||||
Operating lease, payments | $ 100 | ||||||||
Operating lease commencement date | Aug. 01, 2022 | ||||||||
Operating lease end date | Jul. 31, 2025 | ||||||||
KKG Enterprises | Consulting Agreements | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payments of advisory services related to business combination | $ 200 | ||||||||
Remus Group Management | Consulting Agreements | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payments of advisory services related to business combination | $ 300 | ||||||||
Chief Commercial Officer | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument issued | $ 200 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event [Member] $ in Millions | Aug. 01, 2023 USD ($) |
Subsequent Event [Line Items] | |
Payment received on business combination | $ 98.8 |
Merger with CPUH [Member] | |
Subsequent Event [Line Items] | |
Payment received on business combination | 98.8 |
Bridge Notes [Member] | |
Subsequent Event [Line Items] | |
Aggregate principal amount | $ 9.2 |
Interest rate | 7% |