Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 25, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-31822 | ||
Entity Registrant Name | ACCELERATE DIAGNOSTICS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 84-1072256 | ||
Entity Address, Address Line One | 3950 South Country Club Road | ||
Entity Address, Address Line Two | Suite 470 | ||
Entity Address, City or Town | Tucson | ||
Entity Address, State or Province | AZ | ||
Entity Address, Postal Zip Code | 85714 | ||
City Area Code | 520 | ||
Local Phone Number | 365-3100 | ||
Title of 12(b) Security | Common Stock, $0.001 par value per share | ||
Trading Symbol | AXDX | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 60.9 | ||
Entity Common Stock, Shares Outstanding | 21,664,387 | ||
Documents Incorporated by Reference | Portions of the definitive proxy statement relating to the registrant’s 2024 Annual Meeting of Stockholders are incorporated by reference in Part III of this Form 10-K. Such proxy statement will be filed with the U.S. Securities and Exchange Commission not later than 120 days after the end of the fiscal year covered by this report. | ||
Entity Central Index Key | 0000727207 | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | Phoenix, Arizona |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 12,138 | $ 34,905 |
Investments | 1,081 | 10,656 |
Trade accounts receivable, net | 2,622 | 2,416 |
Inventory | 3,310 | 5,194 |
Prepaid expenses | 380 | 818 |
Purchase obligation put option asset | 3,419 | 0 |
Other current assets | 1,516 | 2,025 |
Total current assets | 24,466 | 56,014 |
Property and equipment, net | 2,389 | 3,478 |
Finance lease assets, net | 1,518 | 2,422 |
Operating lease right of use assets, net | 1,177 | 1,859 |
Other non-current assets | 1,816 | 1,242 |
Total assets | 31,366 | 65,015 |
Current liabilities: | ||
Accounts payable | 4,796 | 4,501 |
Accrued liabilities | 3,243 | 2,682 |
Accrued interest | 164 | 472 |
Deferred revenue and income, current | 1,545 | 547 |
Current portion of convertible notes | 726 | 56,413 |
Finance lease, current | 583 | 1,113 |
Operating lease, current | 977 | 829 |
Total current liabilities | 12,034 | 66,557 |
Finance lease, non-current | 262 | 782 |
Operating lease, non-current | 570 | 1,545 |
Deferred income, non-current | 1,122 | 0 |
Other non-current liabilities | 1,164 | 874 |
Accrued interest, related-party | 0 | 663 |
Long-term debt, related-party | 0 | 16,858 |
Convertible notes, non-current | 36,102 | 0 |
Total liabilities | 51,254 | 87,279 |
Commitments and contingencies (see Note 15) | ||
Stockholders' deficit: | ||
Preferred shares, $0.001 par value; 5,000,000 preferred shares authorized with no shares issued and outstanding as of December 31, 2023 and 3,954,546 issued and outstanding on December 31, 2022 | 0 | 4 |
Common stock, $0.001 par value; 450,000,000 common shares authorized with 14,569,500 shares issued and outstanding on December 31, 2023 and 200,000,000 common shares authorized with 9,747,755 shares issued and outstanding on December 31, 2022 | 14 | 10 |
Contributed capital | 694,634 | 630,428 |
Treasury stock | (45,067) | (45,067) |
Accumulated deficit | (668,857) | (607,239) |
Accumulated other comprehensive loss | (612) | (400) |
Total stockholders' deficit | (19,888) | (22,264) |
Total liabilities and stockholders' deficit | $ 31,366 | $ 65,015 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred shares, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred shares, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred shares, shares issued (shares) | 0 | 3,954,546 |
Preferred shares, shares outstanding (in shares) | 0 | 3,954,546 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 450,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 14,569,500 | 9,747,755 |
Common stock, shares outstanding (in shares) | 14,569,500 | 9,747,755 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Net sales | $ 12,059,000 | $ 12,752,000 | $ 11,782,000 |
Cost of sales: | |||
Cost of sales of products and services | 8,325,000 | 9,449,000 | 7,663,000 |
Inventory write-down | 1,184,000 | 0 | 4,500,000 |
Total cost of sales | 9,509,000 | 9,449,000 | 12,163,000 |
Gross profit (loss) | 2,550,000 | 3,303,000 | (381,000) |
Costs and expenses: | |||
Research and development | 25,353,000 | 26,915,000 | 21,943,000 |
Sales, general and administrative | 31,225,000 | 39,193,000 | 49,236,000 |
Total costs and expenses | 56,578,000 | 66,108,000 | 71,179,000 |
Loss from operations | (54,028,000) | (62,805,000) | (71,560,000) |
Other (expense) income: | |||
Gain on fair value adjustment | 12,955,000 | 0 | 0 |
Foreign currency exchange gain (loss) | 71,000 | 117,000 | (413,000) |
Interest income | 1,123,000 | 551,000 | 88,000 |
Other expense, net | 108,000 | (227,000) | (20,000) |
Total other (expense) income, net | (6,740,000) | 235,000 | (6,097,000) |
Net loss before income taxes | (60,768,000) | (62,570,000) | (77,657,000) |
(Provision) benefit for income taxes | (850,000) | 77,000 | (45,000) |
Net loss | $ (61,618,000) | $ (62,493,000) | $ (77,702,000) |
Basic net loss per share (in dollars per share) | $ (4.94) | $ (7.61) | $ (12.59) |
Diluted net loss per share ( in dollars per share) | $ (4.94) | $ (7.61) | $ (12.59) |
Weighted average shares outstanding, basic (in shares) | 12,477 | 8,216 | 6,173 |
Weighted average shares outstanding, diluted (in shares) | 12,477 | 8,216 | 6,173 |
Other comprehensive loss: | |||
Net loss | $ (61,618,000) | $ (62,493,000) | $ (77,702,000) |
Net unrealized gain (loss) on available-for-sale investments | 29,000 | (14,000) | (34,000) |
Foreign currency translation adjustment | (241,000) | (326,000) | (117,000) |
Comprehensive loss | (61,830,000) | (62,833,000) | (77,853,000) |
Nonrelated Party | |||
Other (expense) income: | |||
Interest expense | (5,926,000) | (2,274,000) | (15,545,000) |
(Loss) gain on extinguishment of debt | (6,499,000) | 3,565,000 | 9,793,000 |
Related Party | |||
Other (expense) income: | |||
Interest expense | (1,817,000) | (1,497,000) | 0 |
(Loss) gain on extinguishment of debt | $ (6,755,000) | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT - USD ($) $ in Thousands | Total | Common Shares | Preferred Shares | Related Party | Cumulative impact of accounting change | Preferred Shares | Preferred Shares Preferred Shares | Common Shares | Common Shares Common Shares | Common Shares Preferred Shares | Common Shares Related Party | Contributed Capital | Contributed Capital Common Shares | Contributed Capital Preferred Shares | Contributed Capital Related Party | Contributed Capital Cumulative impact of accounting change | Accumulated Deficit | Accumulated Deficit Cumulative impact of accounting change | Treasury Stock | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2020 | 0 | |||||||||||||||||||
Beginning balance at Dec. 31, 2020 | $ (62,864) | $ 0 | $ 6 | $ 475,072 | $ (492,966) | $ (45,067) | $ 91 | |||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 5,761,000 | |||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Net loss | (77,702) | (77,702) | ||||||||||||||||||
Issuance of stock (in shares) | 3,955,000 | 494,000 | (264,000) | |||||||||||||||||
Issuance of stock | $ 32,400 | $ 30,450 | $ 4 | $ 32,400 | $ 30,446 | |||||||||||||||
Cancellation of common stock | (20,297) | (20,297) | ||||||||||||||||||
Exercise of options and restricted stock awards issued (in shares) | 109,000 | |||||||||||||||||||
Exercise of options and restricted stock awards issued | 1,619 | 1,619 | ||||||||||||||||||
Issuance of common stock under employee purchase plan (shares) | 6,000 | |||||||||||||||||||
Issuance of common stock under employee purchase plan | 326 | 326 | ||||||||||||||||||
Unrealized gain (loss) on investments | (34) | (34) | ||||||||||||||||||
Foreign currency translation adjustment | (117) | (117) | ||||||||||||||||||
Issuance of shares to retire Notes (in shares) | 661,000 | |||||||||||||||||||
Issuance of shares to retire 2.50% Notes | 38,897 | $ 1 | 38,896 | |||||||||||||||||
Equity-based compensation | 22,190 | 22,190 | ||||||||||||||||||
Reclassification of common stock par value due to reverse stock split | 61 | 61 | ||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 3,955,000 | |||||||||||||||||||
Ending balance at Dec. 31, 2021 | (35,071) | $ (11,516) | $ 4 | $ 7 | 580,713 | $ (37,438) | (570,668) | $ 25,922 | (45,067) | (60) | ||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 6,767,000 | |||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Net loss | (62,493) | (62,493) | ||||||||||||||||||
Issuance of stock (in shares) | 1,750,000 | |||||||||||||||||||
Issuance of stock | $ 32,857 | $ 2 | 32,855 | |||||||||||||||||
Exercise of options and restricted stock awards issued (in shares) | 610 | 130,000 | ||||||||||||||||||
Exercise of options and restricted stock awards issued | $ 6 | 6 | ||||||||||||||||||
Issuance of common stock under employee purchase plan (shares) | 22,000 | |||||||||||||||||||
Issuance of common stock under employee purchase plan | 224 | 224 | ||||||||||||||||||
Unrealized gain (loss) on investments | (14) | (14) | ||||||||||||||||||
Foreign currency translation adjustment | (326) | (326) | ||||||||||||||||||
Issuance of shares to retire Notes (in shares) | 1,079,000 | |||||||||||||||||||
Issuance of shares to retire 2.50% Notes | 10,170 | $ 1 | 10,169 | |||||||||||||||||
Capital contribution from related-party in connection with exchange transaction | 29,847 | 29,847 | ||||||||||||||||||
Warrants issued to related party | 3,753 | 3,753 | ||||||||||||||||||
Equity-based compensation | 10,273 | 10,273 | ||||||||||||||||||
Reclassification of common stock par value due to reverse stock split | $ 26 | 26 | ||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 3,954,546 | 3,955,000 | ||||||||||||||||||
Ending balance at Dec. 31, 2022 | $ (22,264) | $ 4 | $ 10 | 630,428 | (607,239) | (45,067) | (400) | |||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 9,747,755 | 9,748,000 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Net loss | $ (61,618) | (61,618) | ||||||||||||||||||
Issuance of stock (in shares) | 488,000 | |||||||||||||||||||
Issuance of stock | $ 3,997 | $ 1 | $ 3,996 | |||||||||||||||||
Capital contribution from modification of securities purchase agreement with related party | 1,805 | 1,805 | ||||||||||||||||||
Conversion of preferred stock into common stock with related party (in shares) | (3,955,000) | 396,000 | ||||||||||||||||||
Conversion of preferred stock into common stock with related party | $ (4) | $ (4) | ||||||||||||||||||
Restricted stock awards issued (in shares) | 373,000 | |||||||||||||||||||
Exercise of options and restricted stock awards issued (in shares) | 0 | |||||||||||||||||||
Unrealized gain (loss) on investments | $ 29 | 29 | ||||||||||||||||||
Foreign currency translation adjustment | (241) | (241) | ||||||||||||||||||
Issuance of shares to retire secured promissory note with related party (in shares) | 3,432,000 | |||||||||||||||||||
Issuance of shares to retire secured promissory note with related party | 25,366 | $ 3 | 25,363 | |||||||||||||||||
Reclassification of derivative liability to contributed capital | 26,908 | 26,908 | ||||||||||||||||||
Issuance of shares to retire Notes (in shares) | 133,000 | |||||||||||||||||||
Issuance of shares to retire 2.50% Notes | 819 | 819 | ||||||||||||||||||
Equity-based compensation | 5,274 | 5,274 | ||||||||||||||||||
Reclassification of common stock par value due to reverse stock split | $ 41 | 41 | ||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2023 | 0 | 0 | ||||||||||||||||||
Ending balance at Dec. 31, 2023 | $ (19,888) | $ 0 | $ 14 | $ 694,634 | $ (668,857) | $ (45,067) | $ (612) | |||||||||||||
Ending balance (in shares) at Dec. 31, 2023 | 14,569,500 | 14,570,000 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net loss | $ (61,618,000) | $ (62,493,000) | $ (77,702,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 3,254,000 | 3,000,000 | 2,518,000 |
Provision for bad debts | 301,000 | 204,000 | 123,000 |
Amortization of investment discount | 0 | 98,000 | 226,000 |
Equity-based compensation expense | 5,387,000 | 10,625,000 | 22,047,000 |
Unrealized (gain) loss on equity investments | (114,000) | 211,000 | 0 |
Loss (gain) on disposal of property and equipment | 150,000 | 133,000 | (75,000) |
Gain on fair value adjustment | (12,955,000) | 0 | 0 |
Paid-in-kind interest | 1,718,000 | 0 | 0 |
Inventory write-down | 1,184,000 | 0 | 4,500,000 |
(Increase) decrease in assets: | |||
Deferred compensation plan | (39,000) | (298,000) | (484,000) |
Accounts receivable | (234,000) | (100,000) | (893,000) |
Inventory | 446,000 | (236,000) | (415,000) |
Prepaid expense and other assets | 965,000 | (62,000) | 1,014,000 |
Increase (decrease) in liabilities: | |||
Accounts payable | 295,000 | 2,920,000 | 273,000 |
Accrued liabilities and other | (411,000) | (861,000) | (469,000) |
Deferred revenue and income | 2,120,000 | 96,000 | 75,000 |
Deferred compensation | 290,000 | 66,000 | 473,000 |
Net cash used in operating activities | (40,196,000) | (48,728,000) | (47,323,000) |
Cash flows from investing activities: | |||
Purchases of equipment | (1,035,000) | (554,000) | (603,000) |
Purchase of marketable securities | 0 | (27,506,000) | (30,081,000) |
Proceeds from sales of marketable securities | 0 | 0 | 250,000 |
Maturities of marketable securities | 9,695,000 | 40,477,000 | 38,738,000 |
Net cash provided by investing activities | 8,660,000 | 12,417,000 | 8,304,000 |
Cash flows from financing activities: | |||
Proceeds from exercise of options | 0 | 7,000 | 1,620,000 |
Proceeds from issuance of common stocks under employee purchase plan | 0 | 224,000 | 326,000 |
Proceeds from issuance of 5.00% Notes | 10,000,000 | 0 | 0 |
Payment of debt | 0 | (80,000) | (360,000) |
Payments on finance leases | (1,250,000) | (1,201,000) | 0 |
Transaction costs related to debt | (3,731,000) | (192,000) | (1,240,000) |
Net cash provided by financing activities | 9,019,000 | 31,630,000 | 43,226,000 |
Effect of exchange rate on cash | (250,000) | (312,000) | (90,000) |
(Decrease) increase in cash and cash equivalents | (22,767,000) | (4,993,000) | 4,117,000 |
Cash and cash equivalents, beginning of period | 34,905,000 | 39,898,000 | 35,781,000 |
Cash and cash equivalents, end of period | 12,138,000 | 34,905,000 | 39,898,000 |
Non-cash investing activities: | |||
Net transfer of instruments from inventory to property and equipment, net | 401,000 | 168,000 | 688,000 |
Non-cash financing activities: | |||
Exchange of 2.50% Notes and accrued interest for 5.00% Notes | 56,893,000 | 0 | 0 |
Debt premium on issuance of 5.00% Notes | 6,023,000 | 0 | 0 |
Derivative liability associated with the bifurcated conversion option | 38,160,000 | 0 | 0 |
Reclassification of bifurcated conversion option to contributed capital | 26,908,000 | 0 | 0 |
Extinguishment of derivative liability in connection with extinguishment of 5.00% Notes | 380,000 | 0 | 0 |
Issuance of common stock in connection with extinguishment of 5.00% Notes | 819,000 | 0 | 0 |
Capital contribution from the exchange of secured note and accrued interest through the issuance of common stock with related party | 25,366,000 | 29,847,000 | 0 |
2.50% Notes extinguished in connection with exchange transaction | 0 | 49,624,000 | 0 |
Fair value of new note issued in connection with the exchange transaction | 0 | 16,024,000 | 0 |
Fair value of common stock warrant issued in connection with the exchange transaction | 0 | 3,753,000 | 0 |
Right-of-use assets obtained in exchange for finance lease obligations | 200,000 | 3,096,000 | 0 |
Supplemental cash flow information: | |||
Interest paid | 122,000 | 2,214,000 | 4,288,000 |
Income taxes paid, net of refunds | 363,000 | 0 | 0 |
Convertible Notes | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Amortization of debt discount and issuance costs | 3,278,000 | 474,000 | 11,542,000 |
2.50% Convertible Notes due 2023 | Convertible Notes | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Loss (gain) on extinguishment of debt | (3,600,000) | (4,900,000) | |
Non-cash financing activities: | |||
Extinguishment of 2.50% Notes through issuance of common stock | 0 | 10,180,000 | 38,902,000 |
Nonrelated Party | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Amortization of debt discount and issuance costs | 3,278,000 | 474,000 | 11,542,000 |
Loss (gain) on extinguishment of debt | 6,499,000 | (3,565,000) | (9,793,000) |
Increase (decrease) in liabilities: | |||
Accrued interest | 716,000 | (437,000) | (283,000) |
Cash flows from financing activities: | |||
Proceeds from issuance of common and preferred stock, net | 0 | 32,872,000 | 42,880,000 |
Related Party | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Amortization of debt discount and issuance costs | 1,033,000 | 834,000 | 0 |
Loss (gain) on extinguishment of debt | 6,755,000 | 0 | 0 |
Increase (decrease) in liabilities: | |||
Accrued interest | 784,000 | 663,000 | 0 |
Cash flows from financing activities: | |||
Proceeds from issuance of common stock to related party | $ 4,000,000 | $ 0 | $ 0 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS; BASIS OF PRESENTATION; PRINCIPLES OF CONSOLIDATION | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND NATURE OF BUSINESS; BASIS OF PRESENTATION; PRINCIPLES OF CONSOLIDATION | NOTE 1. ORGANIZATION AND NATURE OF BUSINESS; BASIS OF PRESENTATION; PRINCIPLES OF CONSOLIDATION Accelerate Diagnostics, Inc. (“we” or “us” or “our” or “Accelerate” or “the Company”) is an in vitro diagnostics company dedicated to providing solutions that improve patient outcomes and lower healthcare costs through the rapid diagnosis of serious infections. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, (“U.S. GAAP”), and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”), regarding annual financial reporting. All amounts are rounded to the nearest thousand dollars unless otherwise indicated. On July 11, 2023, the Company effected a one-for-ten reverse stock split (“Reverse Stock Split”). Consequently, on the Company’s consolidated balance sheets, the aggregate par value of the issued common stock was reduced by reclassifying the par value amount of the eliminated shares of common stock to additional paid-in capital. All per share amounts and outstanding shares, including all common stock equivalents, have been retroactively restated in the consolidated financial statements and in the notes to the consolidated financial statements for all periods presented to reflect the Reverse Stock Split. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries after elimination of intercompany transactions and balances. Liquidity and Going Concern Since inception, the Company has not achieved profitable operations or positive cash flows from operations. The Company’s accumulated deficit totaled $668.9 million as of December 31, 2023. During the year ended December 31, 2023, the Company had a net loss of $61.6 million and negative cash flows from operations of $40.2 million. The Company had working capital of $12.4 million as of December 31, 2023. On March 9, 2023, the Company entered into a forbearance agreement (the “Forbearance Agreement”), which became effective on March 13, 2023, with the holders of approximately 85% of the Company’s outstanding 2.50% convertible senior notes (the “2.50% Notes”) (collectively, the “Ad Hoc Noteholder Group”) and the trustee for the 2.50% Notes (the “Trustee”). On March 15, 2023, the 2.50% Notes matured and became due and payable. Pursuant to the Forbearance Agreement, the members of the Ad Hoc Noteholder Group agreed, and directed the Trustee, to forbear from exercising their rights and remedies under the indenture governing the 2.50% Notes (the “2.50% Notes Indenture”) in connection with certain events of default under the 2.50% Notes Indenture, including, but not limited to, the failure to timely pay in full the principal of any 2.50% Note due and payable on March 15, 2023 and the failure to pay any interest on any 2.50% Note due and payable. The Forbearance Agreement was initially effective for the period commencing on March 13, 2023 and ending on March 29, 2023, which was subsequently extended by the parties to April 21, 2023. On April 21, 2023, the Company entered into a restructuring support agreement (the “Restructuring Support Agreement”) with certain holders of the 2.50% Notes, the holder of a secured promissory note with the Jack W. Schuler Living Trust (the “Schuler Trust”) (the “Secured Note”) in an aggregate principal amount of $34.9 million and the holders of the Company’s Series A Preferred Stock to negotiate in good faith to effect a series of transactions to allow for the restructuring of the Company’s capital structure (the “Restructuring Transactions”). On June 9, 2023, the Company completed the Restructuring Transactions contemplated by the Restructuring Support Agreement whereby the Company: • exchanged approximately $55.9 million aggregate principal amount of 2.50% Notes for approximately $56.9 million aggregate principal amount of newly issued 5.00% senior secured convertible notes due 2026 (the “5.00% Notes”), which was inclusive of additional 5.00% Notes in respect of interest accrued on the 2.50% Notes from September 15, 2022, for $1.0 million; • issued and sold an additional $10.0 million aggregate principal amount of 5.00% Notes; • amended and repurchased the Secured Note, plus accrued interest, by issuing approximately 3.4 million shares of the Company’s common stock; • issued approximately 0.4 million shares of the Company’s common stock upon conversion of all of the Company’s outstanding Series A Preferred Stock; • amended the securities purchase agreement that the Company entered into with the Schuler Trust in March 2022 (the “March 2022 Securities Purchase Agreement”) and issued and sold approximately 0.5 million shares of the Company’s common stock for proceeds of $4.0 million; and • entered into a new securities purchase agreement with the Schuler Trust pursuant to which the Schuler Trust was required, prior to December 15, 2023 (which was subsequently amended and extended to February 15, 2024), to either purchase an aggregate of $10.0 million of the Company’s common stock from the Company or to backstop an underwritten public offering by the Company of its common stock for aggregate proceeds of $10.0 million, at the Company’s option (the “Schuler Purchase Obligation”). Further details regarding the Schuler Purchase Obligation and amendment are included in Note 11, Related Party Transactions. As of December 31, 2023, the Company had $13.2 million in cash and cash equivalents and investments, a decrease of $32.4 million from $45.6 million at December 31, 2022. The primary reason for the decrease was due to cash used in operations during the period and cash used for nonrecurring legal and professional services in connection with the Restructuring Transactions, partially offset by the proceeds from the issuance of the 5.00% Notes and the sale and issuance of common stock under the March 2022 Securities Purchase Agreement. The future success of the Company is dependent on its ability to successfully commercialize its products, obtain regulatory clearance for and successfully launch its future product candidates, obtain additional capital and ultimately attain profitable operations. The Company’s primary use of capital has been for the development and commercialization of the Accelerate Pheno system, development of complementary products and, most recently, development of its next generation technology, the Accelerate Wave system. The Company is subject to a number of risks similar to other early commercial stage life science companies, including, but not limited to commercially launching the Company’s products, development and market acceptance of the Company’s product candidates, development by its competitors of new technological innovations, protection of proprietary technology and raising additional capital. Historically, the Company has funded its operations primarily through multiple equity raises and the issuance of debt. In January 2024, the Company issued and sold approximately 8.1 million units in certain underwritten public and private placement offerings, each consisting of one share of common stock and one warrant to purchase one share of common stock (“Units”), for aggregate gross proceeds of approximately $12.3 million. This includes approximately 1.2 million Units issued and sold to the Schuler Trust, which satisfied the Schuler Purchase Obligation. While the Company believes that this additional funding will allow it to continue to progress its development and operational goals discussed in this report for the next several quarters, the net proceeds from these transactions are not expected to be sufficient to fund the Company’s operations through twelve months from the issuance of these financial statements. See Note 10, Convertible Notes, Note 11, Related Party Transactions and Note 18, Subsequent Events for additional detail. While the Company continues to explore additional funding in the form of potential equity and/or debt financing arrangements or similar transactions, there can be no assurance the necessary financing will be available on terms acceptable to the Company, or at all. If the Company raises funds by issuing equity securities, dilution to stockholders may result. Any equity securities issued may also provide for rights, preferences or privileges senior to those of holders of common stock. If the Company raises funds by issuing additional debt, it is likely any new debt would have rights, preferences and privileges senior to common stockholders. The terms of borrowing could impose significant restrictions on the Company’s operations. The capital markets have in the past, and may in the future, experience periods of upheaval that could impact the availability and cost of equity and debt financing. In addition, increases in federal fund rates set by the Federal Reserve, such as the significant increases experienced throughout 2022 and 2023, which serve as benchmark rates on borrowing, and other general economic conditions have impacted, and in the future may impact, the cost of debt financing or refinancing existing debt. Although the Company is actively considering all available strategic alternatives to maximize value, if the Company is unable to obtain adequate capital resources to fund operations, the Company would not be able to continue to operate its business pursuant to its current plans. This may require the Company to, among other things, materially modify its operations to reduce spending; sell assets or operations; delay the implementation of, or revising certain aspects of, its business strategy; or discontinue its operations entirely. The Company is required to evaluate its financial condition as of the date of filing this Annual Report on Form 10-K (“Form 10-K”) pursuant to the requirements of Accounting Standards Codification (“ASC”) 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. Management must evaluate whether there are conditions or 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 financial statements are issued. This evaluation initially does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. Based on its evaluation pursuant to ASC 205-40, the Company has determined that, as of the date of this Form 10-K filing, there is substantial doubt about its ability to continue as a going concern, as the Company does not currently have adequate financial resources to fund its forecasted operating costs for at least twelve months from the date of issuance of these consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of the Company’s consolidated financial statements requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The more significant areas requiring the use of management estimates and assumptions relate to accounts receivable, inventory, property and equipment, accrued liabilities, warranty liabilities, convertible notes, bifurcated derivatives, fair value instruments, tax valuation accounts and uncertain tax positions, equity–based compensation, revenue and leases. Actual results could differ materially from those estimates. Estimated Fair Value of Financial Instruments The Company follows ASC 820, Fair Value Measurement, which has defined fair value and requires the Company to establish a framework for measuring and disclosing fair value. The framework requires the valuation of assets and liabilities subject to fair value measurements using a three-tiered approach and fair value measurement be classified and disclosed in one of the following three categories: • Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; • Level 2: Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; • Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). The carrying amounts of financial instruments such as cash and cash equivalents, trade accounts receivable, prepaid expenses, other current assets, accounts payable, accrued liabilities and other current liabilities approximate the related fair values due to the short-term maturities of these instruments. See Note 4, Fair Value of Financial Instruments, for further information and related disclosures regarding the Company’s fair value measurements. Cash and Cash Equivalents All highly liquid investments with an original maturity of three months or less at time of purchase are considered to be cash equivalents. Cash and cash equivalents include overnight repurchase agreement accounts and other investments. As part of the Company’s cash management process, excess operating cash is invested in overnight repurchase agreements with its bank. Repurchase agreements and other investments classified as cash and cash equivalents are not deposits and are not insured by the U.S. government, the Federal Deposit Insurance Corporation (the “FDIC”) or any other government agency and involve investment risk including possible loss of principal. The Company diversifies its cash holdings, but does have deposits at three institutions in excess of the FDIC coverage limit. Notwithstanding the possibility of bank failures, the Company believes that as a result of the selected banks, diversified holdings strategy, and the U.S. government’s continued support to stabilize the banking system, such as steps taken in March 2023 as a result of certain bank failures, the market risk arising from holding these financial instruments is minimal. Investments The Company invests in various debt and equity securities which are primarily held in the custody of major financial institutions. Debt securities consist of certificates of deposit, U.S. government and agency securities, commercial paper, and corporate notes and bonds. Equity securities consist of mutual funds. The Company records these investments in the consolidated balance sheets at fair value. Unrealized gains or losses for debt securities available-for-sale are included in accumulated other comprehensive loss, a component of stockholders’ deficit. Unrealized gains or losses for equity securities are included in other income (expense), net, a component of statements of operations and comprehensive loss. The Company considers all debt securities to be available-for-sale, including those with maturity dates beyond 12 months, as they are available to support current operational liquidity needs. The Company classifies its investments as current based on the nature of the investments and their availability for use in current operations. We perform an assessment to determine whether there have been any events or economic circumstances to indicate that a debt security available-for-sale in an unrealized loss position has suffered impairment as a result of credit loss or other factors. A debt security is considered impaired if its fair value is less than its amortized cost basis at the reporting date. If we intend to sell the debt security or if it is more-likely-than-not that we will be required to sell the debt security before the recovery of its amortized cost basis, the impairment is recognized and the unrealized loss is recorded as a direct write-down of the security's amortized cost basis with an offsetting entry to earnings. If we do not intend to sell the debt security or believe we will not be required to sell the debt security before the recovery of its amortized cost basis, the impairment is assessed to determine if a credit loss component exists. We use a discounted cash flow method to determine the credit loss component. In the event a credit loss exists, an allowance for credit losses is recorded in earnings for the credit loss component of the impairment while the remaining portion of the impairment attributable to factors other than credit loss is recognized, net of tax, in accumulated other comprehensive loss. The amount of impairment recognized due to credit factors is limited to the excess of the amortized cost basis over the fair value of the security. Accounts Receivable Accounts receivable consist of amounts due to the Company for sales to customers and are based on what we expect to collect in exchange for goods and services. Receivables are considered past due based on the contractual payment terms and are written off if reasonable collection efforts prove unsuccessful. We maintain an allowance for credit losses for expected uncollectible accounts receivable, which is recorded as an offset to accounts receivable and changes in such are classified as general and administrative expense in the consolidated statements of operations. We assess collectibility by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when we identify specific customers with known disputes or collectibility issues. In determining the amount of the allowance for credit losses, we consider historical collectibility and make judgments about the creditworthiness of customers based on credit evaluations. Our customers typically have good credit quality. We also consider customer-specific information, current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data. The allowance for credit losses over trade receivables and net investment in sales-type leases for the years ended December 31, are comprised of the following (in thousands): 2023 2022 2021 Beginning balance $ 324 $ 140 $ 445 Provisions 301 204 123 Write-offs (35) (20) (428) $ 590 $ 324 $ 140 The provisions recorded during the years ended December 31, 2023 and 2022, are primarily in connection with aged net investment in sales-type leases. See Note 9, Leases for further information. The write-offs and provisions recorded during the year ended December 31, 2021, were primarily due to restructuring activity of the Company's Europe, Middle East and Africa (“EMEA”) business. These credit losses were incurred as part of the Company terminating agreements with select distributors in geographies it exited and did not pursue collection of these accounts receivables. Inventory Inventory is stated at the lower of cost or net realizable value. The Company determines the cost of inventory using the first-in, first out method. The Company estimates the recoverability of inventory by reference to internal estimates of future demands and product life cycles, including expiration. The Company periodically analyzes its inventory levels to identify inventory that may expire prior to expected sale, has a cost basis in excess of its estimated realizable value, or is considered in excess of demand. These types of inventory events could result in a change to expense as appropriate. We charge cost of sales for inventory provisions to write-down our inventory to the lower of cost or net realizable value or for obsolete or excess inventory. Most of our inventory provisions relate to excess quantities of products, based on our inventory levels and future product purchase commitments compared to assumptions about future demand and market conditions. Once inventory has been written-off or written-down, it creates a new cost basis for the inventory that is not subsequently written-up. The Company manufactures pre-launch inventory in advance of regulatory approval. This inventory is expensed before an economic benefit is probable. See Note 6, Inventory, for further information and related disclosures. Property and Equipment Property and equipment are recorded at cost. Maintenance and repairs are charged to expense as incurred and expenditures for major improvements are capitalized. Depreciation of property and equipment is computed using the straight-line method over the estimated useful life of the assets, ranging from one Instruments Classified as Property and Equipment Property and equipment includes Accelerate Pheno and Accelerate Arc systems (also referred to as instruments) used for sales demonstrations, instruments under rental agreements and instruments used for research and development. Depreciation expense and losses from retirement of instruments used for sales demonstrations are recorded as a component of sales, general and administrative expenses. Depreciation expense and losses from retirement of instruments placed at customer sites pursuant to reagent rental agreements are recorded as a component of cost of sales. Depreciation expense and losses from retirement of instruments used in our laboratory and research are recorded as a component of research and development expense. The Company retains title to these instruments and depreciates them over five years. The Company evaluates the recoverability of the carrying amount of its instruments whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable, and at least annually. This evaluation is based on our estimate of future cash flows and the estimated fair value of such long-lived assets, and provides for impairment if such undiscounted cash flows or the estimated fair value are insufficient to recover the carrying amount of instruments. For the years ended December 31, 2023, 2022, and 2021, the Company identified potential impairment indicators related to instruments installed at customer sites under rental agreement that have not yet generated revenue and the length of time from when these instruments are installed to when revenue is initially generated. The Company’s evaluation for impairment included consideration of the cash flows of current revenue generating instruments, the length of time to recover the carrying value, the historical rate of returned instruments from customers and the Company’s ability to resell or repurpose used instruments. As a result of the Company’s evaluation, no material impairment charges were recorded at December 31, 2023, 2022, and 2021. See Note 7, Property and Equipment, for further information and related disclosures. Long-lived Assets Long-lived assets and certain identifiable intangibles to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company continuously evaluates the recoverability of its long-lived assets based on estimated future cash flows from and the estimated fair value of such long-lived assets, and provides for impairment if such undiscounted cash flows or the estimated fair value are insufficient to recover the carrying amount of the long-lived asset. Warranty Reserve Instruments are typically sold with a one year limited warranty, while kits and accessories are typically sold with a sixty-day limited warranty. Accordingly, a provision for the estimated cost of the limited warranty repair is recorded at the time revenue is recognized. Our estimated warranty provision is based on our estimate of future repair events and the related estimated cost of repairs. The Company periodically assesses the adequacy of the warranty reserve and adjusts the amount as necessary. The cost incurred for these provisions is included in cost of sales on the consolidated statements of operations and comprehensive loss. Product warranty reserve activity for the years ended December 31 is as follows (in thousands): 2023 2022 2021 Beginning balance $ 225 $ 139 $ 232 Provisions 160 389 (22) Warranty cost incurred (191) (303) (71) $ 194 $ 225 $ 139 Convertible Notes The Company follows ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) in accounting for its outstanding convertible notes. The convertible notes are accounted for as a liability measured at their amortized cost. Interest expense is comprised of (1) cash interest payments, (2) amortization of any debt discounts or premiums based on the original offering, and (3) amortization of any debt issuance costs. Gain or loss on extinguishment of notes is calculated as the difference between the (i) fair value of the consideration transferred and (ii) the sum of the carrying value of the debt at the time of repurchase, conversion or settlement. Accounting for Derivatives Upon issuance of the 5.00% Notes, each holder has the right, at their option, to convert any portion to common stock (“Conversion Option”). The conversion price initially was not fixed and therefore, the Conversion Option represented a derivative financial instrument and was recorded at its estimated fair value as a derivative liability in the consolidated balance sheets through October 17, 2023, the date at which the conversion price was fixed. Changes in the fair value of the derivative financial instrument were recognized in gain on fair value adjustment within the consolidated statements of operations and comprehensive loss. The derivative liability was derecognized and reclassified to equity as of October 17, 2023 once the conversion price was fixed and after completion of the final mark-to-market fair value adjustment as of that date. See Note 10, Convertible Notes for further information regarding the Conversion Option. Revenue Recognition The Company recognizes revenue when control of the promised good or service is transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Sales taxes are excluded from revenues. The Company determines revenue recognition through the following steps: • Identification of the contract with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations • Recognition of revenue as we satisfy a performance obligation Product revenue is derived from the sale or rental of instruments and sales of related consumable products. When an instrument is sold, revenue is generally recognized upon installation or transfer of control in sales to third party distributors consistent with contract terms, which do not include a right of return. When a consumable product is sold, revenue is generally recognized upon shipment. Invoices are generally issued when revenue is recognized. Payment terms vary by the type and location of the customer and the products or services offered. The term between invoicing and when payment is due is not significant. Service revenue is derived from the sale of extended service agreements which are generally non-cancellable. This revenue is recognized on a straight-line basis over the contract term beginning on the effective date of the contract because the Company is standing ready to provide services. Invoices are generally issued annually and coincide with the beginning of individual service terms. The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price. The Company generally determines relative standalone selling prices based on the price charged to customers for each individual performance obligation. Sales commissions earned by the Company’s sales force and external sales agents are considered incremental and recoverable costs of obtaining a contract with a customer. The Company has determined these costs would have an amortization period of less than one year and has elected to recognize them as an expense when incurred. Contract asset opening and closing balances were immaterial for the years ended December 31, 2023 and 2022. Shipping and Handling Shipping and handling costs billed to customers are included as a component of revenue. The corresponding expense incurred with third party carriers is included as a component of sales, general and administrative costs on the consolidated statements of operations and comprehensive loss. Leases The Company accounts for leases in accordance with ASC 842, Leases. The Company determines if an arrangement is or contains a lease and the type of lease at inception. The Company classifies leases as finance leases (lessee) or sales-type leases (lessor) when there is either a transfer of ownership of the underlying asset by the end of the lease term, the lease contains an option to purchase the asset that we are reasonably certain will be exercised, the lease term is for the major part of the remaining economic life of the asset, the present value of the lease payments and any residual value guarantee equals or substantially exceeds all the fair value of the asset, or the asset is of such a specialized nature that it will have no alternative use to the lessor at the end of the lease term. Payments contingent on future events (i.e., based on usage) are considered variable and excluded from lease payments for the purposes of classification and initial measurement. Several of our leases include options to renew or extend the term upon mutual agreement of the parties and others include one-year extensions exercisable by the lessee. None of our leases contain residual value guarantees, restrictions, or covenants. To determine whether a contract contains a lease, the Company uses its judgment in assessing whether the lessor retains a material amount of economic benefit from an underlying asset, whether explicitly or implicitly identified, which party holds control over the direction and use of the asset, and whether any substantive substitution rights over the asset exist. Leases as Lessee Operating and finance leases are included in right-of-use (“ROU”) assets and corresponding lease liabilities, within our condensed consolidated balance sheets. These assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and their related liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Typically, we use our incremental borrowing rate based on the information available at commencement in determining the present value of lease payments. We use the implicit rate when readily determinable. ROU assets are net of lease payments made and exclude lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term, which may include options to extend or terminate the lease when it is reasonably certain that we will exercise the option. Short-term leases have a lease term of twelve months or less and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. Lease payments for short-term leases are recognized within the statements of operations and comprehensive loss in the period in which the obligation is incurred. Our operating leases consist primarily of leased office, factory, and laboratory space in the U.S. and office space in Europe, have between one Leases as Lessor The Company leases instruments to customers under “reagent rental” agreements, whereby the customer agrees to purchase consumable products over a stated term, typically five years or less, for a volume-based price that includes an embedded rental for the instruments. When collectibility is probable, that amount is recognized as income at lease commencement for sales-type leases and as product is shipped, typically in a straight–line pattern, over the term for operating leases, which typically include a termination without cause or penalty provision given a short notice period. In some of these contracts, the customer has an option to purchase the underlying asset at a specified price. Consideration is allocated between lease and non-lease components based on stand-alone selling price in accordance with ASC 606, Revenue from Contracts with Customers. Net investment in sales-type leases is included within our condensed consolidated balance sheets as a component of other current assets and other non-current assets, which include the present value of lease payments not yet received and the present value of the residual asset. These amounts are determined using the information available at commencement, including the lease term, estimated useful life, rate implicit in the lease, purchase options (if any and if such option is reasonably certain to be exercised), and expected fair value of the instrument. See Note 9, Leases for further information. Nonqualified Cash Deferral Plan The Company's Cash Deferral Plan (the “Deferral Plan”) provides certain key employees, with an opportunity to defer the receipt of such participant's base salary. The Deferral Plan is intended to be a nonqualified deferred compensation plan that complies with the provisions of Section 409A of the Internal Revenue Code. All of the investments held in the Deferral Plan are equity securities consisting of mutual funds and recorded at fair value with changes in the investments' fair value recognized as earnings in the period they occur. The corresponding liability for the Deferral Plan is included in other non-current liabilities in the consolidated balance sheets. Equity-Based Compensation The Company may award stock options, restricted stock units (“RSUs”), performance-based awards and other equity-based instruments to its employees, directors and consultants. Annual bonus equity-based awards are typically granted based upon meeting goals and objectives for a given year as determined in the following year after the Company’s financials are prepared, final results are reasonably certain, and the compensation committee has authorized the awards. Given the compensation committee has unilateral authority to modify the amount of the awards, the criteria for payout, vesting terms, etc., the Company has elected a narrow approach to determining the grant date and, as such, the grant date is based on compensation committee approval. Compensation cost related to equity-based instruments is based on the fair value of the instrument on the grant date, and is recognized over the requisite service period on a straight-line basis over the vesting period for each tranche (an accelerated attribution method). Performance-based awards vest based on the achievement of performance targets. Compensation costs associated with performance-based awards are recognized over the requisite service period based on probability of achievement. Performance-based awards require management to make assumptions regarding the likelihood of achieving performance targets. The Company estimates the fair value of service-based and performance-based stock option awards, including modifications of stock option awards, using the Black-Scholes option pricing model. This model derives the fair value of stock options based on certain assumptions related to expected stock price volatility, expected option life, risk-free interest rate and dividend yield. • Volatility: The expected volatility is based on the historical volatility of the Company's stock price over the most recent period commensurate with the expected term of the stock option award. • Expected term: The estimated expected term for employee awards is based on a simplified method that considers an insufficient history of employee exercises. For consultant awards, the estimated expected term is the same as the life of the award. • Risk-free interest rate: The risk-free interest rate is based on published U.S. Treasury rates for a term commensurate with the expected term. • Dividend yield: The dividend yield is estimated as zero as the Company has not paid dividends in the past and does not have any plans to pay any dividends in the foreseeable future. The Company accounts for forfeitures as they occur rather than on an estimated basis. The Company records the fair value of RSUs or stock grants based on the published closing market price on the day before the grant date. See Note 13, Equity-Based Compensation for further information. Deferred Tax Assets and Liabilities Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts reported in the accompanying balance sheets. The change in deferred tax assets and liabilities for the period represents the deferred tax provision or benefit for the period. Effects of changes in enacted tax laws in deferred tax assets and liabilities are reflected as an adjustment to the tax provision or benefit in the period of enactment. The Company follows the provisions of ASC 740, Income Taxes, to account for any uncertainty in income taxes with respect to the accounting for all tax positions taken (or expected to be taken) on any income tax return. This guidance applies to all open tax periods in all tax jurisdictions in which the Company is required to file an income tax return. Under U.S. GAAP, in order to recognize an uncertain tax benefit the taxpayer must be more likely than not certain of sustaining the position, and the measurement of the benefit is calculated as the largest amount that is more likely than not to be realized upon resolution of the position. Interest and penalties, if any, would be recorded within tax expense. Foreign Currency Translation and Foreign Currency Transactions Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are included in the foreign currency translation adjustment, a component of accumulated other comprehensive loss in the consolidated statements of stockholders’ deficit. The Company has assets and liabilities, including receivables and payables, which are denominated in currencies other than their functional currency. These balance sheet items are subject to re-measurement, the impact of which is recorded in foreign currency exchange gain and loss, within the consolidated statements of operations and comprehensive loss. Loss Per Share Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Potentially dilutive common shares consist of shares issuable from stock options, unvested RSUs and warrants, as well as shares that would be outstanding if the 5.00% Notes were converted and shares that would be outstanding if the Schuler Purchase Obligation was exercised. Diluted earnings are not presented when the effect of adding such additional common shares is antidilutive. See Note 12, Loss Per Share, for further information. Comprehensive Loss In addition to net loss, comprehensive loss includes all changes in equity during a period, except those resulting from investments by and distributions to owners. The Company holds debt securities as available-for-sale and records the change in fair market value as a component of comprehensive loss. The Company also has adjustments resulting from translating foreign functional currency financial statements into U.S. dollars which is included as a component of comprehensive loss. Recent Accounting Pronouncements Standards that were recently adopted In March 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging - Portfolio Layer Method. ASU 2022-01 is related to the portfolio layer method of hedge accounting. The amendments in this update clarify the accounting and promote consistency in reporting for hedges where the portfolio layer method is applied. This ASU was adopted January 1, 2023, and did not impact the Company’s consolidated financial statements in any of the periods reported. In March 2022, the FASB issued ASU 2022-02, Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. ASU 2022-02 relates to troubled debt restructurings (“TDRs”) and vintage disclosures for financing receivables. The amendments in this update eliminate the accounting guidance for TDRs by creditors while enhancing disclosure requirements for certain loan refinancing and restructurings by creditors made to borrowers experiencing financial difficulty. The amendments also require disclosure of current- period gross write-offs by year of origination for financing receivables. This ASU was adopted January 1, 2023, and did not impact the Company’s consolidated financial statements in any of the periods reported. In July 2023, the FASB issued ASU 2023-03, Presentation of Financial Statements (Topic 205), Income Statement - Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation - Stock Compensation (Topic 718): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 - General Revision of Regulation S-X: Income or Loss Applicable to Common Stock. The SEC staff issued Staff Accounting Bulletin (SAB) 120 to provide guidance on the measurement and disclosure of share-based payment awards granted when a company is in possession of material nonpublic information to which the market is likely to react positively when it is announced. Such awards are commonly referred to as spring-loaded awards. This ASU was effective for the Company upon issuance, which was on July 14, 2023, and did not impact the Company’s consolidated financial statements in any of the periods reported. Standards not yet adopted In December 2023, the FASB issued ASU 2023-09 (Topic 740): Income Taxes: Improvements to Income Tax Disclosures which expands the existing rules on income tax disclosures. This update requires entities to disclose specific categories in the tax rate reconciliation, provide additional information for reconciling items that meet a quantitative threshold and disclose additional information about income taxes paid on an annual basis. The new disclosure requirements are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating these new expanded disclosure requirements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures which expands disclosure requirements to require entities to disclose significant segment expenses that are regularly provided to or easily computed from information regularly provided to the chief operating decision maker. This update also requires all annual disclosures c |
CONCENTRATION OF CREDIT RISK
CONCENTRATION OF CREDIT RISK | 12 Months Ended |
Dec. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATION OF CREDIT RISK | NOTE 3. CONCENTRATION OF CREDIT RISK Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments and accounts receivable, including receivables from major customers. The Company has financial institutions for banking operations that hold 10% or more of the Company’s cash and cash equivalents. As of December 31, 2023, two of the Company's financial institutions held 61% and 25% of the Company’s cash and cash equivalents, respectively. As of December 31, 2022, three of the Company's financial institutions held 52%, 24%, and 21% of the Company’s cash and cash equivalents, respectively. The Company grants credit to domestic and international customers in various industries. Exposure to losses on accounts receivable is principally dependent on each customer's financial position. The Company had one customer that accounted for 13% and 15% of the Company’s net accounts receivable balance as of December 31, 2023 and 2022, respectively. The Company did not have any customers that represented 10% or more of the Company’s net sales for the years ended December 31, 2023, 2022 and 2021. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 4. FAIR VALUE OF FINANCIAL INSTRUMENTS The following tables represent the financial instruments measured at fair value on a recurring basis in the financial statements of the Company and the valuation approach applied to each class of financial instruments as of the dates indicated: December 31, 2023 (in thousands) Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Significant Total Assets: Cash and cash equivalents: Money market funds $ 7,406 $ — $ — $ 7,406 Total cash and cash equivalents 7,406 — — 7,406 Equity investments: Mutual funds 1,081 — — 1,081 Total equity investments 1,081 — — 1,081 Total assets measured at fair value $ 8,487 $ — $ — $ 8,487 December 31, 2022 (in thousands) Quoted Prices Significant Significant Total Assets: Cash and cash equivalents: Money market funds $ 7,194 $ — $ — $ 7,194 Total cash and cash equivalents 7,194 — — 7,194 Equity investments: Mutual funds 928 — — 928 Total equity investments 928 — — 928 Debt securities available-for-sale: Certificates of deposit — 2,541 — 2,541 U.S. Treasury securities 3,009 — — 3,009 Commercial paper — 424 — 424 Corporate notes and bonds — 3,754 — 3,754 Total debt securities available-for-sale 3,009 6,719 — 9,728 Total assets measured at fair value $ 11,131 $ 6,719 $ — $ 17,850 Highly liquid investments with an original maturity of three months or less at time of purchase are included in cash and cash equivalents on the consolidated balance sheets. Level 1 assets are priced using quoted prices in active markets for identical assets which include money market funds, U.S. Treasury securities and mutual funds as these specific assets are liquid. Level 2 available-for-sale securities are priced using quoted market prices for similar instruments or nonbinding market prices that are corroborated by observable market data. The Company uses inputs such as actual trade data, benchmark yields, broker/dealer quotes, and other similar data, which are obtained from quoted market prices, independent pricing vendors, or other sources, to determine the ultimate fair value of these assets and liabilities. The Company uses such pricing data as the primary input to make its assessments and determinations as to the ultimate valuation of its investment portfolio and has not made, during the periods presented, any material adjustments to such inputs. There were no transfers between levels during the years ended December 31, 2023, 2022, and 2021. As of December 31, 2023, the Schuler Purchase Obligation, which is classified as a financial instrument asset and included in purchase obligation put option asset on the consolidated balance sheets, has a fair value of $3.4 million, using Level 3 measurement assumptions. See Note 11, Related Party Transactions for further detail on the Schuler Purchase Obligation. For certain other financial assets and liabilities, including accounts receivable, accounts payable and other current liabilities, the carrying amounts approximate their fair value due to the relatively short maturity of these balances. Liabilities for which Fair Value is only Disclosed At December 31, 2023, the Company’s 5.00% Notes, issued in June 2023, had an outstanding principal balance of $67.6 million and a fair value of $50.8 million, using Level 3 measurement assumptions. The 2.50% Notes matured on March 15, 2023 and became due and payable on such date. The amortized carrying amount of the 2.50% Notes is $0.7 million as of December 31, 2023 and approximates the related fair value due to the instrument being fully matured and payable. As of December 31, 2022, the 2.50% Notes represented a Level 2 measurement with an outstanding principal balance of $56.6 million with a fair value of $51.9 million. As of December 31, 2022, the Secured Note had an outstanding principal balance of $34.9 million, and a fair value of $16.0 million, using Level 3 measurement assumptions. The Secured Note was not outstanding as of December 31, 2023. The warrant is an instrument measured at fair value on a non-recurring basis using Level 3 inputs. The estimated fair value of the warrant on August 15, 2022 was $3.8 million. See See Note 11, Related Party Transactions for further detail on the Company’s warrant with a related-party. |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS | NOTE 5. INVESTMENTS The Company did not have any debt securities classified as available-for-sale investments at December 31, 2023. The following table summarizes the Company’s debt securities classified as available-for-sale at December 31, 2022, all which had maturities of less than one year as of that date (in thousands): Amortized Cost Gross Gross Fair Value Certificates of deposit $ 2,548 $ — $ (7) $ 2,541 U.S. Treasury securities 3,015 — (6) 3,009 Commercial paper 425 — (1) 424 Corporate notes and bonds 3,769 — (15) 3,754 $ 9,757 $ — $ (29) $ 9,728 There were no material proceeds (including principal paydowns) or realized gains or losses from sales of debt securities available-for-sale for the years ended December 31, 2023, 2022 and 2021. The Company determines gains and losses on marketable securities based on specific identification of the securities sold. No material balances were reclassified out of accumulated other comprehensive loss and no losses on debt securities available-for-sale have been recognized in income for the years ended December 31, 2023, 2022 and 2021. As of December 31, 2023 and 2022, there were no debt securities available-for-sale in a material unrealized loss position. Equity securities are comprised of investments in mutual funds. The fair value of equity securities at December 31, 2023 and 2022 were $1.1 million and $0.9 million, respectively. Unrealized losses or gains on equity securities recorded in income during the year ended December 31, 2023, 2022 and 2021 were as follows (in thousands): 2023 2022 2021 Unrealized gain (loss) on equity investments $ 114 $ (211) $ — These unrealized gains or losses are recorded as a component of other income (expense), net. There were no realized gains or losses from equity securities during the years ended December 31, 2023, 2022 and 2021. Additional information regarding the fair value of our financial instruments is included in Note 4, Fair Value of Financial Instruments. |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 6. INVENTORY Inventories consisted of the following at December 31 (in thousands): 2023 2022 Raw materials $ 1,268 $ 1,827 Work in process 648 2,115 Finished goods 1,394 1,252 $ 3,310 $ 5,194 During the year ended December 31, 2023, the Company recorded a charge of $1.2 million to write-down excess quantities of instrument inventory on hand above and beyond our forecast of future demand for those products. This write-down primarily impacted work in process inventory for the period. There was no write-down of inventory required in 2022. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 7. PROPERTY AND EQUIPMENT Property and equipment, net is recorded at cost and consisted of the following at December 31 (in thousands): 2023 2022 Computer equipment $ 3,464 $ 3,551 Technical equipment 3,135 3,236 Facilities 3,688 3,663 Instruments 3,004 3,735 Capital projects in progress 109 114 Total property and equipment $ 13,400 $ 14,299 Accumulated depreciation (11,011) (10,821) Net property and equipment $ 2,389 $ 3,478 Depreciation expense for the years ended December 31, 2023, 2022 and 2021 was $1.3 million, $1.7 million and $2.0 million, respectively. Instruments at cost and accumulated depreciation where the Company is the lessor under operating leases consisted of the following at December 31 (in thousands): 2023 2022 Instruments at cost under operating leases $ 2,010 $ 2,585 Accumulated depreciation under operating leases (1,194) (1,209) Net property and equipment under operating leases $ 816 $ 1,376 |
DEFERRED REVENUE AND REMAINING
DEFERRED REVENUE AND REMAINING PERFORMANCE OBLIGATIONS | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
DEFERRED REVENUE AND REMAINING PERFORMANCE OBLIGATIONS | NOTE 8. DEFERRED REVENUE AND REMAINING PERFORMANCE OBLIGATIONS Deferred revenue consists of amounts received for products or services not yet delivered or earned. Deferred income consists of amounts received for commitments not yet fulfilled. When products or services are delivered to customers and as service commitments are fulfilled, these contract liabilities are recognized as earned. Deferred revenue or income that the Company does not expect will be earned within the following twelve months is reported in the consolidated balance sheets as deferred income, non-current. Contract liabilities consisted of the following as of December 31 (in thousands): 2023 2022 Products and services not yet delivered $ 540 $ 547 BD deferred exclusivity fee 1,005 Deferred revenue and income, current $ 1,545 $ 547 Australia R&D tax incentive $ 1,122 $ — Deferred income, non-current $ 1,122 $ — The Company recognized $0.5 million, $0.4 million, and $0.3 million of revenue that was included in the beginning contract liabilities for the years ended December 31, 2023, 2022, and 2021 respectively. No material amount of revenue recognized during the period was from performance obligations satisfied in prior periods. Transaction Price Allocated to Remaining Performance Obligations As of December 31, 2023, $5.2 million of revenue is expected to be recognized from remaining performance obligations. This balance primarily relates to product shipments for reagents sold to customers under sales-type lease agreements. These agreements have between one The Company elects not to disclose the value of unsatisfied performance obligations for (i) contracts with an expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. Commercial Agent Relationship with Becton, Dickinson and Company (“BD”) The Company has entered into an exclusive commercial agreement with BD to act as the Company’s agent and representative. The purpose of this agreement is to establish an on-going commercialization of the Company’s products. The Company is classified as the principal and BD as the agent. In accordance with the terms of this agreement, BD will pay the Company an exclusivity fee in multiple installments for exclusive rights, while the Company will pay BD an agent fee based on the Company’s revenue. The Company accounts for agent fees consistent with how it accounts for sales commissions as described above in Note 2, Summary of Significant Accounting Policies. As such, agent fees paid to BD correspond with periodic sales and are expensed to sales, general and administrative expense. The Company accounts for the exclusivity fee from BD as a deferred income when the cash is received. The Company uses forecasted revenue to estimate the amount of deferred income to amortize within the period as an offset to sales, general and administrative expense. The following table presents the activity related to the BD commercial agreement for the year ended December 31, 2023 (in thousands). 2023 Exclusivity fees received $ 2,000 Amortized exclusivity fees $ (995) Agent fees incurred 998 Net expense $ 3 Australia R&D Tax Incentive As discussed further in Note 14, Income Taxes, in 2023, the Company received a research and development tax incentive from Australia (“Australia R&D Tax Incentive”) totaling $1.1 million from the Australian government which is fully reserved as the sustainability of the amount upon potential examination by the Australian tax authority is uncertain. This amount is recorded as deferred income, non-current in the consolidated balance sheets as of December 31, 2023. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASES | LEASES The following presents supplemental information related to leases in which the Company is the lessee for the years ended December 31 (in thousands): 2023 2022 Cash paid for amounts included in lease liabilities Operating cash flows from operating leases $ 913 $ 850 Operating cash flows from finance leases 1,250 1,201 ROU assets obtained in exchange for lease obligations Operating leases — — Finance leases 200 3,096 Lease Cost Operating leases 1,041 1,114 Finance leases 1,104 673 Short-term leases $ 77 $ 82 For the Company’s operating leases, the weighted average remaining lease term is 1.6 years with a weighted average discount rate of 7.1%. For the Company’s finance leases, the weighted average remaining lease term is 1.6 years with a weighted average discount rate of 6.6%. The following presents maturities of operating lease liabilities in which the Company is the lessee as of December 31, 2023 (in thousands): 2023 2024 $ 1,055 2025 583 2026 — 2027 — 2028 — Thereafter — Total operating lease payments 1,638 Less imputed interest (91) $ 1,547 The following presents maturities of finance lease liabilities in which the Company is the lessee as of December 31, 2023 (in thousands): 2023 2024 $ 784 2025 86 2026 30 2027 — 2028 — Thereafter — Total finance lease payments 900 Less imputed interest (55) $ 845 The net investment in sales-type leases, where the Company is the lessor, is a component of other current assets and other non-current assets in the consolidated balance sheets. As of December 31, 2023, the total net investment in these leases is $2.4 million. Lease income is a component of net sales in the statements of operations and comprehensive loss. The following presents maturities of lease receivables under sales-type leases as of December 31, 2023 (in thousands): 2023 2024 $ 1,299 2025 684 2026 393 2027 47 2028 — Thereafter — Net investment in sales-type leases $ 2,423 Allowances (522) Net investment in sales-type leases, net of allowances $ 1,901 For more information on leases, see Note 2, Summary of Significant Accounting Policies. |
LEASES | LEASES The following presents supplemental information related to leases in which the Company is the lessee for the years ended December 31 (in thousands): 2023 2022 Cash paid for amounts included in lease liabilities Operating cash flows from operating leases $ 913 $ 850 Operating cash flows from finance leases 1,250 1,201 ROU assets obtained in exchange for lease obligations Operating leases — — Finance leases 200 3,096 Lease Cost Operating leases 1,041 1,114 Finance leases 1,104 673 Short-term leases $ 77 $ 82 For the Company’s operating leases, the weighted average remaining lease term is 1.6 years with a weighted average discount rate of 7.1%. For the Company’s finance leases, the weighted average remaining lease term is 1.6 years with a weighted average discount rate of 6.6%. The following presents maturities of operating lease liabilities in which the Company is the lessee as of December 31, 2023 (in thousands): 2023 2024 $ 1,055 2025 583 2026 — 2027 — 2028 — Thereafter — Total operating lease payments 1,638 Less imputed interest (91) $ 1,547 The following presents maturities of finance lease liabilities in which the Company is the lessee as of December 31, 2023 (in thousands): 2023 2024 $ 784 2025 86 2026 30 2027 — 2028 — Thereafter — Total finance lease payments 900 Less imputed interest (55) $ 845 The net investment in sales-type leases, where the Company is the lessor, is a component of other current assets and other non-current assets in the consolidated balance sheets. As of December 31, 2023, the total net investment in these leases is $2.4 million. Lease income is a component of net sales in the statements of operations and comprehensive loss. The following presents maturities of lease receivables under sales-type leases as of December 31, 2023 (in thousands): 2023 2024 $ 1,299 2025 684 2026 393 2027 47 2028 — Thereafter — Net investment in sales-type leases $ 2,423 Allowances (522) Net investment in sales-type leases, net of allowances $ 1,901 For more information on leases, see Note 2, Summary of Significant Accounting Policies. |
LEASES | LEASES The following presents supplemental information related to leases in which the Company is the lessee for the years ended December 31 (in thousands): 2023 2022 Cash paid for amounts included in lease liabilities Operating cash flows from operating leases $ 913 $ 850 Operating cash flows from finance leases 1,250 1,201 ROU assets obtained in exchange for lease obligations Operating leases — — Finance leases 200 3,096 Lease Cost Operating leases 1,041 1,114 Finance leases 1,104 673 Short-term leases $ 77 $ 82 For the Company’s operating leases, the weighted average remaining lease term is 1.6 years with a weighted average discount rate of 7.1%. For the Company’s finance leases, the weighted average remaining lease term is 1.6 years with a weighted average discount rate of 6.6%. The following presents maturities of operating lease liabilities in which the Company is the lessee as of December 31, 2023 (in thousands): 2023 2024 $ 1,055 2025 583 2026 — 2027 — 2028 — Thereafter — Total operating lease payments 1,638 Less imputed interest (91) $ 1,547 The following presents maturities of finance lease liabilities in which the Company is the lessee as of December 31, 2023 (in thousands): 2023 2024 $ 784 2025 86 2026 30 2027 — 2028 — Thereafter — Total finance lease payments 900 Less imputed interest (55) $ 845 The net investment in sales-type leases, where the Company is the lessor, is a component of other current assets and other non-current assets in the consolidated balance sheets. As of December 31, 2023, the total net investment in these leases is $2.4 million. Lease income is a component of net sales in the statements of operations and comprehensive loss. The following presents maturities of lease receivables under sales-type leases as of December 31, 2023 (in thousands): 2023 2024 $ 1,299 2025 684 2026 393 2027 47 2028 — Thereafter — Net investment in sales-type leases $ 2,423 Allowances (522) Net investment in sales-type leases, net of allowances $ 1,901 For more information on leases, see Note 2, Summary of Significant Accounting Policies. |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | CONVERTIBLE NOTES The Company’s convertible notes consisted of the 2.50% Notes and the 5.00% Notes as of December 31, 2023, and the 2.50% Notes as of December 31, 2022. As of December 31, 2023 and 2022, the convertible note obligations were classified as follows in the consolidated balance sheets (in thousands): 2023 2022 2.50% Notes $ 726 $ 56,413 5.00% Notes $ 36,102 $ — Total convertible notes $ 36,828 $ 56,413 Current portion of convertible notes $ 726 $ 56,413 Convertible notes, non-current $ 36,102 $ — Interest expense related to the Company’s convertible note obligations consisted of the following for the years ended December 31 (in thousands): 2023 2022 2021 Contractual coupon interest $ 2,425 $ 1,794 $ 3,934 Amortization of premium, discount and issuance costs, net 3,278 474 11,542 Total interest expense on convertible notes $ 5,703 $ 2,268 $ 15,476 Gain (loss) on extinguishment of exchanged convertible notes were as follows for the years ended December 31 (in thousands): 2023 2022 2021 (Loss) gain on extinguishment $ (6,499) $ 3,565 $ 4,916 2.50% Notes The carrying value of the 2.50% Notes was included in current portion of convertible notes and consisted of the following at December 31 (in thousands): 2023 2022 Outstanding principal $ 726 $ 56,595 Unamortized debt issuance — (182) Net carrying amount $ 726 $ 56,413 In March 2018, the Company issued $150.0 million aggregate principal amount of 2.50% Notes. In connection with the offering of the 2.50% Notes, the Company granted the initial purchasers of the Notes a 13-day option to purchase up to an additional $22.5 million aggregate principal amount of the 2.50% Notes on the same terms and conditions. On April 4, 2018, the option was partially exercised, which resulted in $21.5 million of additional proceeds, for total proceeds of $171.5 million. The Company incurred issuance costs related to the issuance of the 2.50% Notes which were amortized over the five-year contractual term of the 2.50% Notes using the effective interest method until the maturity date of the 2.50% Notes. The 2.50% Notes matured on March 15, 2023 and became due and payable. In September 2021 and March 2022, the Company entered into separate exchange agreements with certain holders of 2.50% Notes, pursuant to which $65.0 million aggregate principal amount of 2.50% Notes were exchanged for an aggregate of approximately 1.7 million shares of the Company’s common stock. For the year ended December 31, 2021, the Company incurred $0.9 million of reacquisition costs associated with these transactions, which were recorded as an offset to the gain on extinguishment of debt, resulting in a net gain $4.9 million. For the year ended December 31, 2022, the Company incurred $0.2 million of reacquisition costs, which were recorded as an offset to the gain on extinguishment of debt, resulting in a net gain of $3.6 million. The net gain on extinguishment of debt for the years ended December 31, 2022 and 2021 are reflected in other income (expense), net in the consolidated statements of operations. In August 2022, the Company entered into an exchange agreement (the “August 2022 Exchange Agreement”) with the Schuler Trust. Under the terms of the August 2022 Exchange Agreement, the Schuler Trust agreed to exchange with the Company $49.9 million in aggregate principal amount of 2.50% Notes held by it for (a) the Secured Note with an aggregate principal amount of $34.9 million and (b) a warrant to acquire the Company’s common stock (the “Warrant”) at an exercise price of $21.20 per share (the “Exercise Price”). The estimated fair value of the Secured note and the Warrant at the time of the exchange was $16.0 million and $3.8 million, respectively, resulting in a net gain of $29.8 million recorded to contributed capital for the year ended December 31, 2022. See Note 11, Related Party Transactions for additional information. As of December 31, 2022, $56.4 million aggregate principal amount of the 2.50% Notes were outstanding and convertible pursuant to their original terms, none of which were converted prior to the March 15, 2023 maturity date. In March 2023, the Company entered into the Forbearance Agreement with the Ad Hoc Noteholder Group holding approximately 85% of the Company’s outstanding 2.50% Notes, the “Trustee” and any other owner of the 2.50% Notes who executed and delivered to the Company a joinder to the Forbearance Agreement (collectively with the Trustee and Ad Hoc Noteholder Group, the “Counterparties”). Pursuant to the Forbearance Agreement, the members of the Ad Hoc Noteholder Group agreed, and directed the Trustee, to forbear from exercising their rights and remedies under the 2.50% Notes Indenture in connection with certain events of default under the 2.50% Notes Indenture, such as (i) failure to timely pay in full the principal of any 2.50% Note when due and payable on March 15, 2023, (ii) failure to pay any interest on any 2.50% Note when due and payable, (iii) failure to convert any 2.50% Notes, (iv) default under any agreement with outstanding indebtedness for money borrowed in excess of $15.0 million and (v) any other breach, default or event of default under the 2.50% Notes Indenture arising from the failure of the Company to timely pay in full the principal of any 2.50% Note when due and payable on the maturity date for the 2.50% Notes. The Forbearance Agreement was initially effective for the period commencing on March 13, 2023 and ending on April 21, 2023, the date of the Restructuring Support Agreement. The holders of the 2.50% Notes that joined the Forbearance Agreement received a fee (the “Forbearance Premium”) equal to $5.00 per $1,000 principal amount of the 2.50% Notes held by such party, by executing and delivering a joinder to the Forbearance Agreement to the Company. During the year ended December 31, 2023, the Ad Hoc Noteholder Group received $0.2 million in Forbearance Premiums, which were capitalized and amortized as interest expense during the period commencing on March 13, 2023 through March 31, 2023. Restructuring Support Agreement and June 2023 Exchange Transactions In April 2023, the Company entered into the Restructuring Support Agreement with certain holders of the 2.50% Notes, the holder of the Secured Note and the holders of the Company’s Series A Preferred Stock to negotiate in good faith to effect the restructuring of the Company’s capital structure. In June 2023, the Company completed the Restructuring Transactions, contemplated by the Restructuring Support Agreement whereby the Company: • exchanged approximately $55.9 million, aggregate principal amount of the 2.50% Notes for approximately $56.9 million aggregate principal amount of newly issued 5.00% Notes, which was inclusive of an additional 5.00% Notes in respect of interest accrued on the 2.50% Notes from September 15, 2022, for $1.0 million; • issued and sold an additional $10.0 million aggregate principal amount of 5.00% Notes; • amended and repurchased the Secured Note, plus accrued interest, by issuing approximately 3.4 million shares of the Company’s common stock; • issued approximately 0.4 million shares of the Company’s common stock upon conversion of all of the Company’s outstanding Series A Preferred Stock; • amended the March 2022 Securities Purchase Agreement and issued and sold approximately 0.5 million shares of the Company’s common stock for proceeds of $4.0 million; and • entered into the Schuler Purchase Obligation, a new securities purchase agreement with the Schuler Trust pursuant to which the Schuler Trust was required, prior to December 15, 2023 (which was subsequently amended and extended to February 15, 2024), to either purchase an aggregate $10.0 million of the Company’s common stock from the Company or to backstop an underwritten public offering by the Company of its common stock for aggregate proceeds of $10.0 million, at the Company’s option. Further details regarding the Schuler Purchase Obligation and amendment are included in Note 11, Related Party Transactions. The convertible note exchange transaction which resulted in a portion of the 2.50% Notes being exchanged for 5.00% Notes, as described above, and associated accrued interest was accounted for as an extinguishment of debt under ASC 470-50-40. Under extinguishment accounting, the 2.50% Notes were derecognized and the new instruments, which included the 5.00% Notes and a bifurcated Conversion Option were recorded at their respective fair values. The extinguishment of the 2.50% Notes resulted in a loss of $6.6 million for the year ended December 31, 2023. See further discussion of the 5.00% Notes below. As of December 31, 2023, approximately $0.7 million aggregate principal amount of the 2.50% Notes remained outstanding and in default, accruing interest at 2.50% per annum. None of the remaining 2.50% Notes outstanding as of December 31, 2023 are convertible pursuant to their original terms. As of December 31, 2023, the amount of accrued interest on these notes is immaterial. 5.00% Notes The carrying value of the 5.00% Notes consisted of the following at December 31 (in thousands): 2023 2022 Outstanding principal at par $ 67,634 $ — Unamortized debt premium 5,408 — Unamortized debt discount (34,267) — Unamortized debt issuance costs (2,673) — Net carrying amount $ 36,102 $ — As a result of the Restructuring Transactions, the Company recorded at fair value approximately $56.9 million aggregate principal amount of newly issued 5.00% Notes in its consolidated balance sheets in June 2023. In addition, the Company issued an additional $10.0 million aggregate principal amount of 5.00% Notes, for cash proceeds with certain existing note holders as part of the Restructuring Transactions. Following the Restructuring Transactions and the issuance of additional 5.00% Notes, the 5.00% Notes had a total aggregate principal amount of $66.9 million. On the December 15, 2026 maturity date, outstanding principal will be due for all remaining outstanding 5.00% Notes. The 5.00% Notes bear interest at a rate of 5.00% per annum. The Company pays interest on the 5.00% Notes by payment-in-kind (“PIK”), through the issuance of additional 5.00% Notes (“PIK Notes”). The amount is paid to holders by increasing the principal amount of each outstanding 5.00% Note by an amount equal to the interest payable for the applicable interest period. The Company calculates PIK interest semi-annually on June 15 and December 15, on a compound basis based on the stated rate of 5.00%. The 5.00% Notes are secured by substantially all of the assets of the Company and its subsidiaries. Redeeming the 5.00% Notes before June 15, 2025 could trigger a “Make-Whole Fundamental Change” as defined in the indenture governing the 5.00% Notes (the “5.00% Notes Indenture”). On or after June 15, 2025, the Company may, at its option, redeem for cash all or a portion of the 5.00% Notes. Upon issuance of the 5.00% Notes, each holder has a Conversion Option, which represented the right at their option, to convert any portion at an initial conversion rate of 138.88889 shares of common stock per $1,000 of principal amount. Effective October 18, 2023, the initial conversion rate was to be adjusted to a conversion rate calculated based on a conversion price of $7.20 per share of common stock plus 50% of the difference between the Post-Closing VWAP (as defined in the 5.00% Notes Indenture) and $7.20 (if such difference is a positive number), provided that in no event will the adjusted conversion rate be lower than 120.48193 per $1,000 principal amount of the 5.00% Notes, based on a conversion price of $8.30 per share of common stock. The Company evaluated the conversion rate per the terms outlined above and determined the initial conversion rate of 138.88889 shares of common stock per $1,000 principal amount will continue to be the conversion rate through the remaining term of the 5.00% Notes. The Company cannot require the holders of the 5.00% Notes to convert at any time but when a holder exercises their Conversion Option, the Company can settle in cash, shares of common stock or a combination of cash and shares of common stock, at the Company’s election. As of December 31, 2023, the number of shares of common stock issuable upon conversion of the 5.00% Notes was 9.4 million shares, based on the conversion rate which was fixed on October 18, 2023. Management determined the Conversion Option met the derivative bifurcation criteria under ASC 815 at inception through October 17, 2023, the date at which the conversion rate became fixed. During that period the derivative instrument was bifurcated and adjusted to fair value through earnings, using Level 3 inputs, at each reporting date with a final mark-to-market adjustment once the Conversion Option became fixed at the end of the day on October 17, 2023 and no longer met the bifurcation criteria. The fair value of the Conversion Option and a derivative liability of $38.2 million as of the transaction date was recorded as a debt issuance discount at inception. The Company also incurred issuance costs of $3.0 million. The debt premium, debt discount and debt issuance costs are being amortized using the effective interest method over the 3.5 year contractual term of the 5.00% Notes. The effective interest rate on the 5.00% Notes is 27.30%. Holders of the 5.00% Notes who convert in connection with the Make-Whole Fundamental Change are, under certain circumstances, entitled to an increase in the conversion rate. If a fundamental change occurs at any time prior to the Maturity Date, each holder will have the right, at such holder’s option, to require the Company to repurchase for cash all of such holder’s 5.00% Notes, at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest. During the period from inception through October 17, 2023, the bifurcated Conversion Option was adjusted to fair value through earnings within Gain on fair value adjustment on the statement of operations and the statement of cash flows, using Level 3 inputs, at each reporting date with a final mark-to-market adjustment once the Conversion Option became fixed at the end of the day on October 17, 2023 and no longer met the bifurcation criteria. The derivative financial instrument activity for the year ended December 31, 2023 is comprised of the following (in thousands): 2023 Beginning balance $ — Initial measurement 38,160 Reduction as a result of conversion of 5.00% Notes (380) Change in value - gain (10,872) Reclassification to contributed capital (26,908) Ending balance $ — The derivative financial instrument was derecognized as of October 17, 2023, and the fair value of the instrument as of that date was moved to contributed capital in the consolidated balance sheet. In August 2023 and October 2023, certain holders of 5.00% Notes converted portions of their aggregate principal amount for shares of common stock (the “August 2023 Conversions”, the “October 2023 Conversions”, and collectively, the “Conversions”). Per the terms described above as part of the Conversion Option, the note holders opted to convert portions of their 5.00% Notes, at a conversion rate of 138.88889 shares of common stock per $1,000 principal amount. Through the August 2023 Conversions, the holders of the 5.00% Notes converted approximately $0.7 million of aggregate principal for approximately 94,000 shares of the Company’s common stock. Through the October 2023 Conversions, the holders of the 5.00% Notes converted an additional $0.3 million of aggregate principal for approximately 39,000 shares of the Company’s common stock. As described above, the Conversion Option was bifurcated which resulted in the Conversions qualifying as extinguishments of debt. The August 2023 Conversions included the bifurcated Conversion Option classified as a derivative liability, and both the converted 5.00% Notes and the associated derivative liability, where applicable, were derecognized at their carrying amounts and the common stock was measured at its then-current fair value, with the difference recorded as a gain on the extinguishment of the applicable liability. The value of the shares of common stock issued in connection with the October 2023 Conversions was recorded to contributed capital. The net carrying value of the 5.00% Notes derecognized as part of the August 2023 and October 2023 Conversions was $0.3 million and $0.1 million, respectively. The carrying amount of the derivative liability, which was carried at fair value, derecognized as part of the August 2023 Conversions was $0.4 million. The August 2023 Conversions resulted in a gain on extinguishment of debt of $0.1 million, for the year ended December 31, 2023. The 5.00% Notes represent an instrument measured at fair value on a non-recurring basis using Level 3 inputs. The estimated fair value of the 5.00% Notes on June 9, 2023, the initial measurement, date was $38.2 million, which included a $6.0 million debt premium. As of December 31, 2023, the 5.00% Notes are carried at amortized cost with an estimated fair value of $50.8 million. The table below summarizes the significant inputs used to estimate the fair value of the 5.00% Notes as of December 31, 2023 and the June 9, 2023 issuance date: December 31, June 09, 2023 2023 Coupon rate 5.00% 5.00% Term (years) 3.0 3.5 Volatility 55.00% 55.00% Risk-free rate 4.02 % 4.15 % Discount yield 25.00 % 25.00 % Discount factor 50.00% 44.00% The volatility used to estimate the fair value of the 5.00% Notes is an unobservable input. As volatility is an estimate, there is a range of values that could be considered appropriate. Changes to this input could impact the fair value reported. On December 15, 2023, the Company issued $1.7 million of PIK Notes to pay interest accrued on the 5.00% Notes outstanding as of that date. As of December 31, 2023, the Company has recorded $0.1 million of accrued interest related to the 5.00% Notes. Fair Value of Conversion Option The Company’s Conversion Option was classified as a derivative financial instrument and carried at fair value using Level 3 inputs from the date of inception until the conversion price became fixed on October 17, 2023. To determine the fair value of the Conversion Option, the Company calculated the difference in the value of the 5.00% Notes with and without the Conversion Option. The estimated fair value of the Conversion Option as of October 17, 2023 was $26.9 million. The fair value of the Conversion Option was estimated using a Monte Carlo simulation. For each path, the Company simulated the stock price over time such that: • The Company determined the 60-day average stock price to calculate the conversion price. • At each date after the call option start date, the Company used a Tsiveriotis and Fernandes model to determine the continuation value and compare it to a call price. If the continuation value exceeds the call price, the Company assumed exercise of the call option. When the call option is exercised, the holders will receive the maximum of the conversion value or the call price. • The valuation also considered the reset conversion price as well as the accrued PIK, the Company determined whether the holder elects to convert the 5.00% Notes at the Maturity Date for the simulation paths where the 5.00% Notes has not been called prior to such date. The table below summarizes the significant inputs used to estimate the fair value of the Conversion Option as of October 17, 2023 and June 9, 2023: October 17 June 09, 2023 2023 Stock price $ 5.94 $ 7.40 Initial conversion price $ 7.20 $ 7.20 Conversion cap $ 8.30 $ 8.30 Term (years) 3.2 3.5 Time to call (years) 1.7 2.0 Volatility 55.00 % 55.00 % Risk-free rate 5.00 % 4.15 % Discount yield 25.00 % 25.00 % The volatility used to estimate the fair value of the Conversion Option is an unobservable input and, because volatility is an estimate, there is a range of values that could be considered appropriate. Changes to this input could impact the fair value reported. See Note 4, Fair Value of Financial Instruments for additional information. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 11. RELATED PARTY TRANSACTIONS March 2022 Securities Purchase Agreement In March 2022, the Company entered into a securities purchase agreement (the “March 2022 Securities Purchase Agreement”) with the Schuler Trust for the issuance and sale by the Company of an aggregate of approximately 0.2 million shares of the Company’s common stock to the Schuler Trust in an offering (the “Private Placement”) exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder. Pursuant to the March 2022 Securities Purchase Agreement, the Schuler Trust agreed to purchase the shares at a purchase price (determined in accordance with Nasdaq rules relating to the “market value” of the Company’s common stock) of $16.40 per share, for an aggregate purchase price of $4.0 million. In March 2022, the Company classified the March 2022 Securities Purchase Agreement as an equity forward agreement that met the definition of a freestanding derivative financial instrument initially classified in stockholders’ deficit. The value of this equity forward agreement was considered immaterial at inception. The Company and the Schuler Trust agreed to extend the closing date of the March 2022 Securities Purchase Agreement several times under the original terms of the Private Placement. As discussed in Note 10, Convertible Notes, in June 2023, the Company and the Schuler Trust amended the March 2022 Securities Purchase Agreement, which changed the terms of settlement. The amendment changed the closing date to June 9, 2023, amended the price per share from $16.40 to $8.20, upon which the Company issued approximately 0.5 million shares of common stock to the Schuler Trust for the same proceeds of $4.0 million. The Company determined the amendment was a modification of a freestanding equity classified instrument financial instrument. The share price change from $16.40 to $8.20, with no changes to the total proceeds of $4.0 million, resulted in the Schuler Trust receiving approximately 0.2 million more shares than the Schuler Trust would have received prior to the modification. The closing price of the Company’s common stock on June 9, 2023, the date of the modification was $7.40 and was used to estimate the fair value of the additional common stock issued. The fair value of the additional shares issued was $1.8 million, which was recorded to loss on extinguishment of debt with related party on the condensed consolidated statements of operations. August 2022 Exchange Agreement In August 2022, the Company entered into the August 2022 Exchange Agreement with the Schuler Trust. Under the terms of the August 2022 Exchange Agreement, the Schuler Trust agreed to exchange with the Company $49.9 million in aggregate principal amount of 2.50% Notes held by it for the Secured Note and the Warrant. See Note 10, Convertible Notes for additional information regarding the 2.50% Notes. The Secured Note had a scheduled maturity date of August 15, 2027 and was repayable upon written demand any time on or after such date. The Company could, at its option, repay the Secured Note in (i) cash or (ii) in the form of common stock of the Company, in a number of shares that is obtained by dividing the total amount of such payment by $21.20. The Warrant may be exercised through the earlier of (i) August 15, 2029 and (ii) the consummation of certain acquisition transactions involving the Company, as set forth in the Warrant. The Warrant is exercisable for up to 247,171 shares of the Company’s common stock and may be exercised in whole or in part at any time during the exercise period. Such number of shares and the Exercise Price are subject to certain customary proportional adjustments for fundamental events, including stock splits and recapitalizations, as set forth in the Warrant. The Company determined that the Warrant meets the criteria for classification in stockholders’ equity and was recorded in equity and initially measured at fair value on the issuance date. The fair value of the Warrant at issuance was $3.8 million and was estimated using the Black-Scholes option pricing model. The fair value of the Warrant is a non-recurring measurement that is categorized as Level 3 within the fair value hierarchy as it is based on Level 2 and Level 3 inputs. No portion of the Warrant has been exercised as of December 31, 2023. The Secured Note included various features that were advantageous to the Company, including a lower interest rate compared to market rates and a share conversion feature. There were no other negotiating parties that had similar terms or economic outcomes. As such, the exchange was not considered to be an arm’s length transaction, and therefore, the resulting gain was accounted for as a capital transaction. The carrying value of the 2.50% Notes was $49.6 million at the time of the exchange. The estimated fair value of the Secured Note and the Warrant at the time of the exchange was $16.0 million and $3.8 million, respectively, which resulted in a net gain of $29.8 million that was recorded to contributed capital during the year ended December 31, 2022. The carrying value of the Secured Note at December 31, 2022 consisted of the following (in thousands): December 31, 2022 Outstanding principal $ 34,934 Unamortized debt issuance discount (18,076) Net carrying amount $ 16,858 Interest expense related to the Secured Note consisted of $0.7 million of contractual interest and $0.8 million of amortization of the debt discount for the year ended December 31, 2022. The Secured Note’s carrying amount of $16.9 million and accrued interest expense of $0.7 million were recorded in non-current liabilities on the Company’s consolidated balance sheet as of December 31, 2022. As noted under “Secured Note Amendment and Exchange” below, the Secured Note was extinguished in June 2023, resulting in a carrying value of the Secured Note of $0 as of December 31, 2023. Conversion of Series A Preferred Stock to Common Stock In September 2021, the Company entered into a securities purchase agreement with the Tanya Eva Schuler Trust, the Therese Heidi Schuler Trust and Schuler Grandchildren LLC (collectively, the “”Schuler Purchasers”) for the issuance and sale by the Company of an aggregate of approximately 4.0 million shares of the Company’s Series A Preferred Stock, par value $0.001 per share (the “Series A Preferred Shares”) at a purchase price of $7.70 per share for an aggregate purchase price of approximately $30.5 million, which was recorded to contributed capital when it was received in 2022. Each share of Series A Preferred Shares was convertible, at the option of the holder, into one share of the Company’s common stock. As discussed in Note 10, Convertible Notes, the Schuler Purchasers exercised their right to convert a total of approximately 4.0 million shares of Series A Preferred Shares to approximately 0.4 million shares of the Company’s common stock. All of the Company’s Series A Preferred Shares were converted into common stock as part of the Restructuring Transactions, and no Series A Preferred Shares remained outstanding as of December 31, 2023. During the year ended December 31, 2023, the amounts associated with the Series A Preferred Shares were reclassified to common stock and contributed capital as presented in the statements of stockholders’ deficit. Secured Note Amendment and Exchange As discussed in Note 10, Convertible Notes, as part of the Restructuring Transactions, the Company and the Schuler Trust amended the Secured Note (the “Secured Note Amendment”), which changed the settlement provisions of the Secured Note. Pursuant to the Secured Note Amendment, the share conversion price was changed from $21.20 to $10.60, and the Secured note was contemporaneously settled through the Company’s issuance of approximately 3.4 million shares of its common stock. The transaction qualified as an extinguishment of debt, and the reacquisition price of the extinguished debt was determined to be the fair value of the common stock issued in the transaction. The closing price of the Company’s common stock on June 9, 2023, the date of the extinguishment, was $7.40 and was used to estimate the fair value of the common stock issued as $25.4 million. The carrying amount of the Secured Note and associated accrued interest being extinguished was determined to be $19.3 million. This resulted in a net loss on extinguishment of $6.1 million, which was recorded to loss on extinguishment of debt with related party in the consolidated statements of operations for the year ended December 31, 2023. Schuler Purchase Obligation In June 2023, the Company entered into the Schuler Purchase Obligation with the Schuler Trust pursuant to which the Schuler Trust was required, at the Company’s option, to either purchase approximately 1.4 million shares of common stock from the Company valued at $7.20 per share for an aggregate purchase price of $10.0 million or to backstop a public offering by the Company of common stock for aggregate proceeds of $10.0 million. If the Company elected to conduct a public offering of common stock and other investors purchased less than $10.0 million of common stock by December 15, 2023, the Schuler Trust would have the obligation to purchase $10.0 million of shares of common stock, less the amount of common stock purchased by other investors, and would have the right to purchase additional shares of common stock such that the total amount of common stock purchased by the Schuler Trust’s equaled $10.0 million of shares of common stock. If the Company elected to conduct a public offering of common stock and other investors purchased $10.0 million of shares of common stock by December 15, 2023, the Schuler Trust would have the right, but not the obligation, to purchase up to $10.0 million of shares of common stock at the public offering price for the backstopped offering up to a maximum aggregate purchase by the Schuler Trust of $10.0 million of common stock. In December 2023, the Company and the Schuler Trust entered into an amendment to the Schuler Purchase Obligation extending the deadline for the investment or public offering backstop through February 15, 2024 and the Schuler Trust agreed to purchase $2 million at the public offering price if the aggregate gross proceeds to the Company resulting from the public offering is more than $10.0 million. Additional information regarding the public offering is included in Note 18, Subsequent Events. Management determined the Schuler Purchase Obligation met the criteria of a freestanding financial instrument at inception. The Schuler Purchase Obligation was recorded as an asset at fair value to be marked to market at each reporting period. At inception, the value of the Schuler Purchase Obligation was $1.3 million, which was recorded as an offset to loss on extinguishment of debt with related party on the consolidated statements of operations. At December 31, 2023, it was determined that the fair value of the Schuler Purchase Obligation financial instrument was $3.4 million. Changes in the fair value of the Schuler Purchase Obligation are recognized in Gain on fair value adjustment, within the consolidated statements of operations and comprehensive loss. The recognized gain on fair value adjustment on financial instruments related to the Schuler Purchase Obligation for the year ended December 31, 2023 was $2.1 million. To determine the fair value of the Schuler Purchase Obligation, the Company used a Cox-Ross-Rubinstein binomial tree model to value the American put option. The table below summarizes the significant inputs used to estimate the fair value of the Schuler Purchase Obligation as of December 31, 2023 and June 9, 2023: December 31, June 9, 2023 2023 Stock price $ 3.92 $ 7.40 Exercise price $ 7.20 $ 7.20 Term (years) 0.13 0.52 Volatility 55.00 % 55.00 % Risk-free rate 5.55 % 5.38 % Fixed commitment purchase price (in thousands) $ 10,000 $ 10,000 Number of Shares 1,387,949 1,387,949 Obligation probability 75% 100% The volatility and obligation probability used to quantify the fair value of the Schuler Purchase Obligation are unobservable inputs, and because these are estimates, there are a range of values that could be considered appropriate, which could impact the fair value reported. In determining the obligation probability, the Company assessed the likelihood that the Schuler Purchase Obligation would be utilized to either sell common shares or backstop a public offering. Given the equity market environment as of December 31, 2023 and the significant number of unknowns that would lead to either a successful or unsuccessful conclusion of a public offering, the Company estimated the likelihood of such obligation probability at 75%. There are significant judgments, assumptions and estimates inherent in the determination of the fair value of the Schuler Purchase Obligation. These include determination of valuation method, selection of inputs, and assessment of possible outcomes. The valuation approach used and inputs described above may have a greater or lesser impact on the Company’s estimate of fair value. See Note 4, Fair Value of Financial Instruments for additional information. As discussed further in Note 18, Subsequent Events, the Company completed a public offering for $10.3 million of gross proceeds in January 2024. As a result, the Schuler Trust was not required to backstop the offering in accordance with the Schuler Purchase Obligation, but did purchase $2.0 million of common stock at a price above the public offering price in accordance with the amendment to the Schuler Purchase Obligation and also entered into a subscription agreement in conjunction with the offering to purchase $2.7 million of shares in May 2024. Upon completion of the public offering the fair value of the Schuler Purchase Obligation financial instrument was eliminated. |
LOSS PER SHARE
LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | NOTE 12. LOSS PER SHARE Basic net loss per common share was determined by dividing net loss applicable to common stockholders by the weighted average common shares outstanding during the period. Basic and diluted net loss per share are the same because all outstanding common stock equivalents have been excluded, as they are anti-dilutive due to the Company’s losses. The following potentially issuable common shares were not included in the computation of diluted net loss per share because they would have an anti-dilutive effect due to net losses for the years ended December 31 (in thousands): 2023 2022 2021 Shares issuable upon the release of RSUs 1,239 435 209 Shares issuable upon exercise of stock options 370 541 719 Shares issuable upon the exercise of the Warrant 247 247 — 1,856 1,223 928 As discussed in Note 10, Convertible Notes, each holder of the 5.00% Notes has the right at their option to convert any portion of the 5.00% Notes at an initial conversion rate of 138.88889 shares of the common stock per $1,000 principal amount. Holders of the 5.00% Notes who convert their 5.00% Notes in connection with a Make-Whole Fundamental Change are, under certain circumstances, entitled to an increase in the conversion rate. The number of shares of common stock issuable upon conversion of the 5.00% Notes as of December 31, 2023, based on the final October 18, 2023 conversion rate is 9.4 million shares, convertible at the holders’ option. These shares were not included in the computation of diluted net loss per share because they would have an anti-dilutive effect for the year ended December 31, 2023. The remaining outstanding 2.50% Notes are no longer convertible into common shares as of December 31, 2023 and were not included in diluted net loss per share for the years ended December 31, 2022 and 2021 as they would have had an anti-dilutive effect on loss per share for those periods. As discussed in Note 11, Related Party Transactions, the Company entered into the Schuler Purchase Obligation, which was amended in December 2023, whereby the Schuler Trust was required, at the Company’s option, to either purchase approximately 1.4 million shares of common stock from the Company at $7.20 per share for an aggregate purchase price of $10.0 million or to backstop a public offering (to be completed before February 15, 2024) by the Company of common stock for aggregate proceeds of $10.0 million at the public offering stock price with additional rights to purchase additional shares at the Schuler Trust’s option. In the event the gross proceeds resulting from the public offering is more than $10.0 million, the Schuler trust agreed to purchase a $2.0 million of the Company’s common stock at the public offering price. The shares to be issued from this agreement were not included in the computation of diluted net loss per share because they would have an anti-dilutive effect due to net losses. |
EQUITY-BASED COMPENSATION
EQUITY-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
EQUITY-BASED COMPENSATION | NOTE 13. EQUITY-BASED COMPENSATION The Company has one equity-based compensation plan as of December 31, 2023. This plan, the 2022 Omnibus Incentive Compensation Plan (“2022 Incentive Plan”), was adopted by the Company’s Board of Directors upon approval by the Company’s stockholders in May 2022. Upon adoption, the Company’s previous 2012 Omnibus Equity Incentive Plan (the “2012 Incentive Plan”) was automatically replaced and superseded by the 2022 Incentive Plan. Outstanding awards granted under the 2012 Incentive Plan remain in effect pursuant to their terms with vesting periods ranging from immediate to five years with a maximum contractual term of ten years. Upon adoption in May 2022, the total number of shares of the Company’s common stock reserved and available for grant pursuant to the 2022 Incentive Plan was 0.6 million plus shares of common stock that remain available or that otherwise become available for grant under the 2012 Incentive Plan. At the Company’s 2023 Annual Meeting of Stockholders, the Company’s stockholders approved an additional 1.6 million shares of common stock reserved and available for grant under the 2022 Incentive Plan. As of December 31, 2023, the total shares reserved for the 2022 Incentive Plan is 3.4 million. Stock options granted under the 2022 Incentive Plan vest in three years with a maximum contractual term of ten years while RSUs granted under this plan vest in a range from immediate to five years. The total number of shares of the Company’s common stock reserved and available for grant pursuant to the 2022 Incentive Plan as of December 31, 2023 is 1.3 million. The following table summarizes option activity during the years ended December 31, 2023 and 2022 and shows the exercisable shares as of December 31, 2023: Number of Shares Weighted Average Exercise Price per Share Options Outstanding January 1, 2022 719,066 $ 138.91 Granted 14,000 30.47 Forfeited (20,806) 125.54 Exercised (610) 10.40 Expired (170,918) 109.61 Options Outstanding December 31, 2022 540,732 146.03 Granted 10,000 5.10 Forfeited (11,927) 81.01 Exercised — — Expired (168,966) 137.08 Options Outstanding December 31, 2023 369,839 148.40 Exercisable December 31, 2023 311,930 161.35 Cash received from the exercise of options was $0.0 million, $0.0 million and $1.6 million for the years ended December 31, 2023, 2022 and 2021, respectively. Upon exercise, shares are issued from shares authorized and held in reserve. The intrinsic value of options exercised was $0.0 million, $0.0 million and $3.3 million for the years ended December 31, 2023, 2022 and 2021, respectively. The total fair value of options vesting during the period was $5.2 million, $7.2 million, and $11.1 million for the years ended December 31, 2023, 2022 and 2021, respectively. The Company accounts for all option grants using the Black-Scholes option pricing model. The table below summarizes the inputs used to calculate the estimated fair value of options awarded for the years ended December 31: 2023 2022 2021 Expected term (in years) 6.30 6.30 5.79 Volatility 88 % 66 % 65 % Expected dividends — — — Risk free interest rates 4.0 % 2.1 % 1.1 % Estimated forfeitures — % — % — % Weighted average fair value $ 3.89 $ 1.88 $ 4.09 The following table shows summary information for outstanding options and options that are exercisable (vested) as of December 31, 2023: Options Options Number of options 369,839 311,930 Weighted average remaining contractual term (in years) 4.83 4.65 Weighted average exercise price $ 148.40 $ 161.35 Weighted average fair value $ 90.38 $ 97.42 Aggregate intrinsic value (in millions) $ — $ — The aggregate intrinsic value in the table above represents the total pretax intrinsic value that would have been received by the option holders had all option holders exercised their options on that date. It is calculated as the difference between the Company’s closing stock price of $4.00 on the last trading day of 2023 and the exercise price multiplied by the number of shares for options where the exercise price is below the closing stock price. This amount changes based on the fair value of the Company’s stock. The following table summarizes RSU activity during the years ended December 31, 2023 and 2022: Number of Shares Weighted Average Grant Date Fair Value per Share RSUs Outstanding January 1, 2022 208,926 $ 107.77 Granted 422,690 15.29 Forfeited (66,175) 82.81 Vested/released (129,953) 37.02 RSUs outstanding December 31, 2022 435,488 42.91 Granted 1,305,220 7.14 Forfeited (128,588) 35.73 Vested/released (372,684) 32.39 RSUs outstanding December 31, 2023 1,239,436 9.15 The total fair value of RSUs vested and released during the period was $12.1 million, $4.8 million, and $8.1 million for the years ended December 31, 2023, 2022 and 2021, respectively. The Company records compensation cost based on the fair value of the award. The table below summarizes the weighted average fair value of RSUs awarded for the years ended December 31: 2023 2022 2021 Weighted average fair value $ 7.14 $ 15.29 $ 112.38 The expense and tax benefits recognized on the Company’s consolidated statements of operations and comprehensive loss related to share-based compensation for the years ended December 31 (in thousands) is as follows: 2023 2022 2021 Cost of Sales $ 300 $ 665 $ 325 Research and development 1,396 1,419 4,102 Sales, general and administrative 3,691 8,541 17,620 Total equity-based compensation expense $ 5,387 $ 10,625 $ 22,047 Recognized tax benefit $ — $ — $ — The share-based compensation cost capitalized to inventory or inventory transferred to property and equipment (also referred to as instruments) for the years ended December 31 (in thousands) is as follows: 2023 2022 2021 Cost capitalized to inventory $ 138 $ 254 $ 401 As of December 31, 2023, unrecognized equity-based compensation cost related to unvested stock options, and unvested RSUs was $0.4 million and $6.6 million, respectively. This is expected to be recognized over the years 2024 through 2028 with a weighted-average period of 1.9 years. Included in the above-noted stock options outstanding and share-based compensation expense are performance-based stock options which vest only upon the achievement of certain targets. Performance-based stock options are generally granted at-the-money, contingently vest over a period of 1 to 2 years, and have contractual lives of 10 years. These options are valued in the same manner and with the same inputs as the time-based options. However, the Company only recognizes share-based compensation expense when the targets are determined to be probable of being achieved. Performance-based stock options outstanding as of December 31, 2021 totaling 9,000 expired during 2022 and no additional performance-based stock options were granted leaving no performance-based stock options outstanding at December 31, 2023. There was no share-based compensation expense recognized for performance-based stock options for years ended December 31, 2023 and 2022 with $0.2 million recognized for year ended December 31, 2021. Included in the above-noted RSU outstanding and share-based compensation expense are performance-based RSUs which vest only upon the achievement of certain targets. Performance-based RSUs contingently vest over a period of 1 to 3 years, depending on the nature of the performance goal. These units are valued in the same manner as other RSUs, based on the published closing market price on the day before the grant date. However, the Company only recognizes share-based compensation expense to the extent the targets are determined to be probable of being achieved. There were 27,778 performance-based RSUs outstanding as of December 31, 2021, which were forfeited when the performance goal wasn’t achieved with 17,448 and 10,330 forfeited in the years ended December 31, 2022 and 2023, respectively. No additional performance-based RSUs were granted leaving none outstanding at December 31, 2023. There was no share-based compensation expense recognized for performance-based RSUs for years ended December 31, 2023 and 2022 with $0.8 million recognized for year ended December 31, 2021. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 14. INCOME TAXES The components of the pretax loss from operations for the years ended December 31 are as follows (in thousands): 2023 2022 2021 U.S. Domestic $ (54,784) $ (54,099) $ (68,131) Foreign (5,984) (8,471) (9,526) Net loss before income taxes $ (60,768) $ (62,570) $ (77,657) The components of the (provision) benefit for income taxes for the years ended December 31 is presented in the following table: 2023 2022 2021 Current: Federal $ — $ — $ — State (54) (19) (18) Foreign (796) 96 (27) Total benefit (provision) (850) 77 (45) Deferred: Federal — — — State — — — Foreign — — — Total deferred provision — — — Total benefit (provision) $ (850) $ 77 $ (45) Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s net deferred income taxes as of December 31 are as follows (in thousands): 2023 2022 Deferred tax assets: Net operating loss carryforward $ 102,687 $ 94,003 General business credit 18,466 17,293 Stock options 8,246 12,809 Intangible assets, definite-lived 6,775 7,239 Section 174 research & development 9,097 4,840 Inventory 1,943 2,145 Operating lease liability 379 568 Property & equipment 224 137 Other 608 310 Total deferred tax assets 148,425 139,344 Valuation allowance (140,104) (138,710) Deferred tax assets $ 8,321 $ 634 Deferred tax liabilities: Debt amortization $ (7,785) $ (24) Right of use asset (416) (527) Finance lease liability $ (120) $ (83) Total deferred tax liabilities $ (8,321) $ (634) Net deferred taxes $ — $ — As of December 31, 2023, the Company generated regular tax federal net operating losses (“NOLs”) of approximately $382.3 million net of Section 382 limitation. A s a result of the Tax and Jobs Act (the “TCJA”), for U.S. income tax purposes, NOLs generated prior to December 31, 2017 can be carried forward for up to 20 years. Of the Company's total federal NOLs of $382.3 million, $156.9 million will begin to expire in 2025 and $225.4 million will not expire but will only offset 80% of taxable income generated in tax years after 2017. As of December 31, 2023, the Company has generated state NOLs of approximately $373.9 million. The Company's state NOLs will begin to expire in 2030. As of December 31, 2023, the Company has generated $15.4 million of federal research and development (“R&D”) tax credits which begin to expire in 2032. As of December 31, 2023, the Company has generated $13.3 million of state R&D tax credits which begin to expire in 2031. Utilization of the Company’s NOL and R&D credit carryforwards may be subject to a substantial annual limitation due to ownership change limitations that have occurred previously or that could occur in the future in accordance with Section 382 of the Internal Revenue Code of 1986 (“Section 382”) as well as similar state provisions. These ownership changes may limit the amount of NOL and R&D credit carryforwards that can be utilized annually to offset future taxable income and taxes, respectively. In general, an ownership change as defined by Section 382 results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50% over a three-year period. The Company has not conducted a comprehensive study to assess whether a change of control has occurred or whether there have been multiple changes of control since inception due to significant complexity with such a study. If the Company has experienced a change of control, as defined by Section 382, at any time since inception, utilization of the NOL or R&D credit carryforward would be subject to an annual limitation under Section 382. Since the Company has not completed its comprehensive analysis, it is reasonably possible that its federal and state NOLs, and R&D credits available to offset future taxable income could materially decrease. This reduction would be offset by an equal and offsetting adjustment to the existing valuation allowance. Any limitation may result in expiration of a portion of the NOL or R&D credit carryforward before utilization. The net deferred tax asset valuation allowance is $140.1 million as of December 31, 2023, compared to $138.7 million as of December 31, 2022. The valuation allowance is based on management’s assessment that it is more likely than not that the Company will not have taxable income in the foreseeable future. Due to the Company's consolidated loss position, the Company maintains a valuation allowance against its deferred tax assets. The change in the Company’s valuation allowance during 2023 of $1.4 million is comprised of an increase of $7.8 million in deferred tax expense and $0.4 million in Other Comprehensive Income offset by a decrease in valuation allowance of $6.8 million recorded to equity as discussed below. As discussed in Note 11, Related Party Transactions, the Company entered into the August 2022 Exchange Agreement with the Schuler Trust on August 15, 2022 to exchange $49.9 million in 2.50% Notes for the Secured Notes of $34.9 million and the Warrant valued at $3.8 million to acquire the Company’s common stock. The gain from the partial extinguishment of the 2.50% Notes was treated as a capital transaction and was recorded to contributed capital for $29.8 million. For the year ended December 31, 2022, the Company recorded the current and deferred tax impact of the transaction to additional paid in capital, with a corresponding adjustment to the valuation allowance, having no net impact on the Company’s financial statements. As discussed in Note 10, Convertible Notes, in June 2023 the Company entered into a series of agreements with certain holders of the 2.50% Notes, the Schuler Trust, and the holders of the Company's Series A Preferred Stock to effect the restructuring of the Company's capital structure. The Company exchanged $55.9 million aggregate amount of principal 2.50% Notes for $56.9 million aggregate principal amount of newly issued 5.00% Notes including an additional 5.00% Notes for the accrued interest on the 2.50% Notes exchanged of approximately $1.0 million. In addition, the Company issued and sold an additional $10 million aggregate principal amount of 5.00% Notes, bringing the total debt of the 5.00% Notes to approximately $66.9 million. The Company accounted for the transaction as an extinguishment of debt and recognized a loss of $14.1 million which is not deductible for income tax purposes. The Company determined that the 5.00% Notes included an embedded derivative related to the conversion option which was accounted for as a derivative liability and related debt discount of $38.2 million. The Company recorded a deferred tax asset of $9.5 million and a deferred tax liability of $9.5 million for the embedded derivative liability and debt discount, respectively, upon issuance. The Company marked the derivative liability to market through October 17, 2023, the date at which the conversion price became fixed, at which time the derivative liability was reclassed to equity. The deferred tax asset related to the derivative liability of $6.8 million, which was fully offset by a valuation allowance, was reversed at that time and had no impact on the effective tax rate. The Company began commercialization of its products in Europe in 2016 and has subsidiaries in the Netherlands, Australia, France, Germany, Italy, Spain, and the United Kingdom. The Company intends to treat earnings from its foreign subsidiaries as permanently reinvested. The difference between the U.S. federal statutory income tax rate and the Company’s effective tax rate for years ending December 31 is as follows: 2023 2022 2021 U.S. federal statutory income tax rate (21.00) % (21.00) % (21.00) % State taxes, net of federal tax benefit (2.06) % (2.55) % (4.26) % Permanent and other differences 2.91 % 1.74 % (9.01) % Debt restructuring 3.48 % — % (1.31) % Change in tax rates (0.36) % 0.26 % 0.02 % Return to provision adjustments 1.50 % — % — % Tax rate differential (0.65) % (0.52) % 2.30 % Unrecognized tax benefits (0.17) % 1.01 % 2.64 % Nondeductible equity and other compensation 7.75 % 5.44 % 1.72 % Credit for increased research activities (2.75) % (2.80) % (6.19) % Change in valuation allowance 12.75 % 18.30 % 35.15 % 1.40 % (0.12) % 0.06 % The Company's uncertain tax positions at December 31 as follows (in thousands): 2023 2022 2021 Balance at beginning of year $ 13,596 $ 7,556 $ 4,866 Increases for prior positions 409 380 2,359 Decreases for prior positions (5,859) — — Increases for current year positions 698 5,660 1,746 Decreases due to settlements — (1,415) Other increases — — — Balance at end of year $ 8,844 $ 13,596 $ 7,556 These uncertain positions are not expected to change within the next twelve months. Of the $8.8 million of uncertain tax positions, $0.6 million would impact the effective tax rate, if reversed. The Company accounts for interest and penalties on uncertain tax positions within tax expense. During the years ended December 31, 2023, 2022 and 2021, the Company recognized $0.1 million, $0.0 million and $0.0 million in interest and penalties in the statements of operations. The Company had $0.1 million, $0.0 million and $0.0 million for the payment of interest and penalties accrued at December 31, 2023, 2022 and 2021, respectively. The Company incurred net operating losses since inception that are subject to adjustment under IRS and state examination. The Company's foreign subsidiaries are generally subject to applicable jurisdiction examination for all years of operations. The Company has adequate tax attributes available to utilize against its uncertain tax positions in a given year. The Company incurred NOLs since inception that are subject to adjustment under Internal Revenue Service (“IRS”) and state examination. In the first quarter of 2021, the Company was informed by the IRS that they would begin an examination of the Company’s 2018 tax year. The Company substantially completed the IRS audit of the 2018 tax year during 2021. The IRS assessed adjustments reducing the Company's 2018 R&D tax credit and 2018 NOL. The Company has removed the associated reserve for uncertain tax benefits during the year ended December 31, 2022 and adjusted the deferred tax asset for the NOL and R&D credit carryforwards as a result of the audit settlement. No cash taxes, interest or penalties were paid in connection with this settlement. During the year ended December 31, 2022, the Company increased its reserve for uncertain tax positions in connection with the exchange of debt. The Company’s foreign income tax filings are subject to examination by the appropriate foreign tax authorities. The Company is not otherwise currently under examination by tax authorities. Australia R&D Tax Incentive The Australian government offers an R&D tax incentive to help companies conducting eligible R&D activities in Australia in the form of refundable tax credits if certain conditions are met. Management assesses the Company’s R&D activities and expenditures to determine which activities and expenditures are likely to be eligible under the tax incentive regime. Annually, management estimates refundable tax credit available to the Company based on available information and submits an application to the Australian tax authority for R&D credit approval. The Company recognizes the refundable R&D tax credits when there is reasonable assurance that the terms have been met, income will be received, the relevant expenditure has been incurred and the consideration can be reliably measured. The refundable R&D tax credit is recorded as a reduction to research and development expense in the consolidated statements of operations when the aforementioned criteria are met. In July 2023, the Company received a $1.1 million refundable R&D tax credit for its 2022 R&D activities in Australia. The Company provided for a full reserve against the credit as sustainability of the credit upon potential examination by the Australian tax authority is uncertain. The Company does not currently believe it is probable that any penalties or interest will be assessed to the extent that the credit is not sustained. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 15. COMMITMENTS AND CONTINGENCIES In April 2022, the Company entered into a non-cancellable purchase obligation with a supplier to acquire raw materials related to the development and commercialization of its next generation Accelerate Wave system for a total commitment of $11.9 million. Under the terms of this agreement, the Company has until March 15, 2027 to take delivery of purchased items. As of December 31, 2023, the commitment remains $11.9 million as the Company has not taken delivery of any of the related inventory. |
GEOGRAPHIC AND REVENUE DISAGGRE
GEOGRAPHIC AND REVENUE DISAGGREGATION | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
GEOGRAPHIC AND REVENUE DISAGGREGATION | GEOGRAPHIC AND REVENUE DISAGGREGATION The Company operates as one operating segment. Sales to customers outside the U.S. represented 12%, 14% and 14% of total revenue for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023 and 2022, accounts receivable balances due from these foreign customers, in U.S. dollars, were $0.9 million and $0.6 million, respectively. The following presents long-lived assets by geographic territory at December 31 (in thousands): 2023 2022 Domestic $ 2,139 $ 3,120 Foreign 250 358 $ 2,389 $ 3,478 The following presents total net sales by geographic territory for the years ended December 31 (in thousands): 2023 2022 2021 Domestic $ 10,611 $ 10,921 $ 10,121 Foreign 1,448 1,831 1,661 Net sales $ 12,059 $ 12,752 $ 11,782 The following presents total net sales by line of business for the years ended December 31 (in thousands): 2023 2022 2021 Accelerate instrument and consumable revenue $ 11,928 $ 12,598 $ 11,628 Other revenue 131 154 154 Net sales $ 12,059 $ 12,752 $ 11,782 The following presents total net sales by products and services for the years ended December 31 (in thousands): 2023 2022 2021 Products $ 10,609 $ 11,107 $ 10,430 Services 1,450 1,645 1,352 Net sales $ 12,059 $ 12,752 $ 11,782 Lease income included in net sales in the consolidated statements of operations and comprehensive income was $1.5 million, $1.4 million and $1.9 million for the years ended December 31, 2023, 2022 and 2021, respectively, and was recorded in accordance with ASC 842. This income does not represent revenue recognized from contracts with customers in accordance with ASC 606. |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | STOCKHOLDERS’ DEFICIT The Company has entered into a number of securities purchase and exchange agreements with affiliated and external parties throughout its history, and has provided equity-based compensation to its employees, directors and affiliated parties. See Note 10, Convertible Notes, Note 11, Related Party Transactions and Note 13, Equity-Based Compensation for further discussion of transactions impacting the Company’s stockholders’ deficit for the years ended December 31, 2023, 2022, and 2021. At-The-Market Equity Sales Agreement In May 2021, the Company entered into an Equity Sales Agreement (the “ATM Sales Agreement”) with William Blair & Company, L.L.C. (“William Blair”) pursuant to which the Company may sell shares of its common stock having an aggregate offering price of up to $50.0 million, from time to time, through an “at-the-market” equity offering program under which William Blair will act as sales agent. Subject to the terms and conditions of the ATM Sales Agreement, William Blair may sell shares by any method deemed to be an “at-the-market” offering as defined in Rule 415 under the U.S. Securities Act of 1933, as amended (the “Securities Act"). The Company is not obligated to sell any shares under the ATM Sales Agreement. William Blair is entitled to a commission of 3% of the aggregate gross proceeds from each sale of shares occurring pursuant to the ATM Sales Agreement. During the year ended December 31, 2021, the Company sold 0.2 million shares of common stock under the ATM Sales Agreement for aggregate gross proceeds of $10.9 million, which was recorded to contributed capital. No shares were sold under the ATM Sales Agreement during the years ended December 31, 2023 or 2022. As of December 31, 2023, the registration statement relating to the ATM Sales Agreement is expired. August 2022 Public Offering In August 2022, the Company completed a public offering of 1.8 million shares of its common stock at a public offering price of $20.00 per share. The Company received net proceeds of approximately $32.9 million from the offering after deducting underwriting discounts and commissions and offering expenses paid by the Company. Treasury Stock In 2018, in connection with the 2.50% Notes, the Company entered into a prepaid forward stock repurchase transaction (“Prepaid Forward”) with a financial institution (“Forward Counterparty”). Pursuant to the Prepaid Forward, the Company used approximately $45.1 million of the net proceeds from its issuance of the 2.50% Notes to fund the Prepaid Forward. The aggregate number of shares of the Company’s common stock underlying the Prepaid Forward was approximately 185,850. During March 2023, 185,850 shares of common stock were returned to the Company pursuant to its agreement with the Forward Counterparty. As of December 31, 2023 and 2022, these shares purchased under the Prepaid Forward were treated as treasury stock on the consolidated balance sheet (and not outstanding for purposes of the calculation of basic and diluted earnings per share). |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS January 2024 Unit Offering On January 23, 2024, the Company completed an underwritten public offering (the “January Public 2024 Units Offering”) consisting of 6.9 million Units, each consisting of one share of common stock and one warrant to purchase one share of common stock, and for certain investors in lieu thereof, pre-funded Units, each consisting of one pre-funded warrant to purchase one share of common stock and one warrant to purchase one share of common stock. The public offering price for each Unit was $1.50 and the public offering price for each pre-funded Unit was $1.49. The Company granted the underwriters for the January 2024 Public Units Offering a 30-day option to purchase up to an additional 1.0 million shares of common stock and/or additional warrants to purchase up to 1.0 million shares of common stock, in any combination thereof, at the public offering price, less underwriting discounts and commissions. The underwriters elected to purchase an additional 36,003 warrants from the Company under this option. The warrants issued to investors in January 2024 Public Units Offering have an exercise price of $1.65 per share, were immediately exercisable upon issuance and will remain exercisable until the date that is five years after their original issuance. The pre-funded warrants have an exercise price of $0.01 per share, are immediately exercisable and will remain exercisable until exercised in full. The gross proceeds from the January 2024 Public Units Offering, before deducting underwriting discounts and commissions and other public offering expenses payable by the Company were approximately $10.3 million (excluding any proceeds that may be received upon the exercise of the warrants or the pre-funded warrants). Concurrently with the completion of the January 2024 Public Units Offering, the Company sold 1.2 million Units at a purchase price of $1.73 per Unit to the Schuler Trust which satisfied the Schuler Purchase Obligation, and an aggregate of 33,332 Units at a purchase price of $1.50 per Unit to the Company’s Chief Executive Officer and Chief Financial Officer, in each case, in a private placement offering. In addition, the Schuler Trust agreed to purchase an additional 1.6 million Units at a purchase price of $1.73 per unit on or before May 20, 2024. The gross proceeds from the private placement offerings, before deducting private placement expenses payable by the Company, were approximately $4.7 million (excluding any proceeds that may be received upon the exercise of the warrants). Further information about the Schuler Purchase Obligation is described in Note 11, Related Party Transactions. The current estimate of net proceeds, after consideration of estimated transaction expenses, is approximately $13.6 million. Nasdaq Notice On March 4, 2024, the Company received written notice from Nasdaq’s Listing Qualifications Staff notifying the Company that for the last 31 consecutive business days, the Market Value of Listed Securities was below the minimum of $35 million required for continued listing on The Nasdaq Capital Market (“MVLS Requirement”). In accordance with Nasdaq rules, the Company has been provided with an initial period of 180 calendar days, or until September 3, 2024, to regain compliance with the MVLS Requirement. If, at any time before the this date, the market value of the Company’s common stock closes at $35 million or more for a minimum of ten consecutive business days, Nasdaq will provide written confirmation to the Company and close the matter. If the Company does not regain compliance with the MVLS Requirement prior to this date, Nasdaq will provide written notification that the Company’s common stock will be subject to delisting. At that time, the Company may appeal the Staff’s delisting determination to a Nasdaq Hearing Panel. The Company is evaluating potential actions to regain compliance with the MVLS Requirement and intends to actively monitor the market value of common stock. The Company may also, if appropriate, consider other options to regain compliance with Nasdaq’s continued listing standards. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net loss | $ (61,618) | $ (62,493) | $ (77,702) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, (“U.S. GAAP”), and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”), regarding annual financial reporting. All amounts are rounded to the nearest thousand dollars unless otherwise indicated. |
Principles of Consolidation | Principles of Consolidation |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The more significant areas requiring the use of management estimates and assumptions relate to accounts receivable, inventory, property and equipment, accrued liabilities, warranty liabilities, convertible notes, bifurcated derivatives, fair value instruments, tax valuation accounts and uncertain tax positions, equity–based compensation, revenue and leases. Actual results could differ materially from those estimates. |
Estimated Fair Value of Financial Instruments | Estimated Fair Value of Financial Instruments The Company follows ASC 820, Fair Value Measurement, which has defined fair value and requires the Company to establish a framework for measuring and disclosing fair value. The framework requires the valuation of assets and liabilities subject to fair value measurements using a three-tiered approach and fair value measurement be classified and disclosed in one of the following three categories: • Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; • Level 2: Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; • Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). The carrying amounts of financial instruments such as cash and cash equivalents, trade accounts receivable, prepaid expenses, other current assets, accounts payable, accrued liabilities and other current liabilities approximate the related fair values due to the short-term maturities of these instruments. |
Cash and Cash Equivalents | Cash and Cash Equivalents All highly liquid investments with an original maturity of three months or less at time of purchase are considered to be cash equivalents. Cash and cash equivalents include overnight repurchase agreement accounts and other investments. As part of the Company’s cash management process, excess operating cash is invested in overnight repurchase agreements with its bank. Repurchase agreements and other investments classified as cash and cash equivalents are not deposits and are not insured by the U.S. government, the Federal Deposit Insurance Corporation (the “FDIC”) or any other government agency and involve investment risk including possible loss of principal. The Company diversifies its cash holdings, but does have deposits at three institutions in excess of the FDIC coverage limit. Notwithstanding the possibility of bank failures, the Company believes that as a result of the selected banks, diversified holdings strategy, and the U.S. government’s continued support to stabilize the banking system, such as steps taken in March 2023 as a result of certain bank failures, the market risk arising from holding these financial instruments is minimal. |
Investments | Investments The Company invests in various debt and equity securities which are primarily held in the custody of major financial institutions. Debt securities consist of certificates of deposit, U.S. government and agency securities, commercial paper, and corporate notes and bonds. Equity securities consist of mutual funds. The Company records these investments in the consolidated balance sheets at fair value. Unrealized gains or losses for debt securities available-for-sale are included in accumulated other comprehensive loss, a component of stockholders’ deficit. Unrealized gains or losses for equity securities are included in other income (expense), net, a component of statements of operations and comprehensive loss. The Company considers all debt securities to be available-for-sale, including those with maturity dates beyond 12 months, as they are available to support current operational liquidity needs. The Company classifies its investments as current based on the nature of the investments and their availability for use in current operations. We perform an assessment to determine whether there have been any events or economic circumstances to indicate that a debt security available-for-sale in an unrealized loss position has suffered impairment as a result of credit loss or other factors. A debt security is considered impaired if its fair value is less than its amortized cost basis at the reporting date. If we intend to sell the debt security or if it is more-likely-than-not that we will be required to sell the debt security before the recovery of its amortized cost basis, the impairment is recognized and the unrealized loss is recorded as a direct write-down of the security's amortized cost basis with an offsetting entry to earnings. If we do not intend to sell the debt security or believe we will not be required to sell the debt security before the recovery of its amortized cost basis, the impairment is assessed to determine if a credit loss component exists. We use a discounted cash flow method to determine the credit loss component. In the event a credit loss exists, an allowance for credit losses is recorded in earnings for the credit loss component of the impairment while the remaining portion of the impairment attributable to factors other than credit loss is recognized, net of tax, in accumulated other comprehensive loss. The amount of impairment recognized due to credit factors is limited to the excess of the amortized cost basis over the fair value of the security. |
Accounts Receivable | Accounts Receivable Accounts receivable consist of amounts due to the Company for sales to customers and are based on what we expect to collect in exchange for goods and services. Receivables are considered past due based on the contractual payment terms and are written off if reasonable collection efforts prove unsuccessful. We maintain an allowance for credit losses for expected uncollectible accounts receivable, which is recorded as an offset to accounts receivable and changes in such are classified as general and administrative expense in the consolidated statements of operations. We assess collectibility by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when we identify specific customers with known disputes or collectibility issues. In determining the amount of the allowance for credit losses, we consider historical collectibility and make judgments about the creditworthiness of customers based on credit evaluations. Our customers typically have good credit quality. We also consider customer-specific information, current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data. |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value. The Company determines the cost of inventory using the first-in, first out method. The Company estimates the recoverability of inventory by reference to internal estimates of future demands and product life cycles, including expiration. The Company periodically analyzes its inventory levels to identify inventory that may expire prior to expected sale, has a cost basis in excess of its estimated realizable value, or is considered in excess of demand. These types of inventory events could result in a change to expense as appropriate. We charge cost of sales for inventory provisions to write-down our inventory to the lower of cost or net realizable value or for obsolete or excess inventory. Most of our inventory provisions relate to excess quantities of products, based on our inventory levels and future product purchase commitments compared to assumptions about future demand and market conditions. Once inventory has been written-off or written-down, it creates a new cost basis for the inventory that is not subsequently written-up. The Company manufactures pre-launch inventory in advance of regulatory approval. This inventory is expensed before an economic benefit is probable. |
Property and Equipment and Instruments Classified as Property Plant and Equipment | Property and Equipment Property and equipment are recorded at cost. Maintenance and repairs are charged to expense as incurred and expenditures for major improvements are capitalized. Depreciation of property and equipment is computed using the straight-line method over the estimated useful life of the assets, ranging from one Instruments Classified as Property and Equipment Property and equipment includes Accelerate Pheno and Accelerate Arc systems (also referred to as instruments) used for sales demonstrations, instruments under rental agreements and instruments used for research and development. Depreciation expense and losses from retirement of instruments used for sales demonstrations are recorded as a component of sales, general and administrative expenses. Depreciation expense and losses from retirement of instruments placed at customer sites pursuant to reagent rental agreements are recorded as a component of cost of sales. Depreciation expense and losses from retirement of instruments used in our laboratory and research are recorded as a component of research and development expense. The Company retains title to these instruments and depreciates them over five years. The Company evaluates the recoverability of the carrying amount of its instruments whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable, and at least annually. This evaluation is based on our estimate of future cash flows and the estimated fair value of such long-lived assets, and provides for impairment if such undiscounted cash flows or the estimated fair value are insufficient to recover the carrying amount of instruments. |
Long-lived Assets | Long-lived Assets Long-lived assets and certain identifiable intangibles to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company continuously evaluates the recoverability of its long-lived assets based on estimated future cash flows from and the estimated fair value of such long-lived assets, and provides for impairment if such undiscounted cash flows or the estimated fair value are insufficient to recover the carrying amount of the long-lived asset. |
Warranty Reserve | Warranty Reserve Instruments are typically sold with a one year limited warranty, while kits and accessories are typically sold with a sixty-day limited warranty. Accordingly, a provision for the estimated cost of the limited warranty repair is recorded at the time revenue is recognized. Our estimated warranty provision is based on our estimate of future repair events and the related estimated cost of repairs. The Company periodically assesses the adequacy of the warranty reserve and adjusts the amount as necessary. The cost incurred for these provisions is included in cost of sales on the consolidated statements of operations and comprehensive loss. |
Convertible Notes | Convertible Notes The Company follows ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) in accounting for its outstanding convertible notes. The convertible notes are accounted for as a liability measured at their amortized cost. Interest expense is comprised of (1) cash interest payments, (2) amortization of any debt discounts or premiums based on the original offering, and (3) amortization of any debt issuance costs. Gain or loss on extinguishment of notes is calculated as the difference between the (i) fair value of the consideration transferred and (ii) the sum of the carrying value of the debt at the time of repurchase, conversion or settlement. |
Accounting for Derivatives | Accounting for Derivatives |
Revenue Recognition and Shipping and Handling | Revenue Recognition The Company recognizes revenue when control of the promised good or service is transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Sales taxes are excluded from revenues. The Company determines revenue recognition through the following steps: • Identification of the contract with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations • Recognition of revenue as we satisfy a performance obligation Product revenue is derived from the sale or rental of instruments and sales of related consumable products. When an instrument is sold, revenue is generally recognized upon installation or transfer of control in sales to third party distributors consistent with contract terms, which do not include a right of return. When a consumable product is sold, revenue is generally recognized upon shipment. Invoices are generally issued when revenue is recognized. Payment terms vary by the type and location of the customer and the products or services offered. The term between invoicing and when payment is due is not significant. Service revenue is derived from the sale of extended service agreements which are generally non-cancellable. This revenue is recognized on a straight-line basis over the contract term beginning on the effective date of the contract because the Company is standing ready to provide services. Invoices are generally issued annually and coincide with the beginning of individual service terms. The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price. The Company generally determines relative standalone selling prices based on the price charged to customers for each individual performance obligation. Sales commissions earned by the Company’s sales force and external sales agents are considered incremental and recoverable costs of obtaining a contract with a customer. The Company has determined these costs would have an amortization period of less than one year and has elected to recognize them as an expense when incurred. Contract asset opening and closing balances were immaterial for the years ended December 31, 2023 and 2022. Shipping and Handling Shipping and handling costs billed to customers are included as a component of revenue. The corresponding expense incurred with third party carriers is included as a component of sales, general and administrative costs on the consolidated statements of operations and comprehensive loss. |
Leases as Lessee | Leases The Company accounts for leases in accordance with ASC 842, Leases. The Company determines if an arrangement is or contains a lease and the type of lease at inception. The Company classifies leases as finance leases (lessee) or sales-type leases (lessor) when there is either a transfer of ownership of the underlying asset by the end of the lease term, the lease contains an option to purchase the asset that we are reasonably certain will be exercised, the lease term is for the major part of the remaining economic life of the asset, the present value of the lease payments and any residual value guarantee equals or substantially exceeds all the fair value of the asset, or the asset is of such a specialized nature that it will have no alternative use to the lessor at the end of the lease term. Payments contingent on future events (i.e., based on usage) are considered variable and excluded from lease payments for the purposes of classification and initial measurement. Several of our leases include options to renew or extend the term upon mutual agreement of the parties and others include one-year extensions exercisable by the lessee. None of our leases contain residual value guarantees, restrictions, or covenants. To determine whether a contract contains a lease, the Company uses its judgment in assessing whether the lessor retains a material amount of economic benefit from an underlying asset, whether explicitly or implicitly identified, which party holds control over the direction and use of the asset, and whether any substantive substitution rights over the asset exist. Leases as Lessee Operating and finance leases are included in right-of-use (“ROU”) assets and corresponding lease liabilities, within our condensed consolidated balance sheets. These assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and their related liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Typically, we use our incremental borrowing rate based on the information available at commencement in determining the present value of lease payments. We use the implicit rate when readily determinable. ROU assets are net of lease payments made and exclude lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term, which may include options to extend or terminate the lease when it is reasonably certain that we will exercise the option. Short-term leases have a lease term of twelve months or less and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. Lease payments for short-term leases are recognized within the statements of operations and comprehensive loss in the period in which the obligation is incurred. Our operating leases consist primarily of leased office, factory, and laboratory space in the U.S. and office space in Europe, have between one |
Leases as Lessor | Leases The Company accounts for leases in accordance with ASC 842, Leases. The Company determines if an arrangement is or contains a lease and the type of lease at inception. The Company classifies leases as finance leases (lessee) or sales-type leases (lessor) when there is either a transfer of ownership of the underlying asset by the end of the lease term, the lease contains an option to purchase the asset that we are reasonably certain will be exercised, the lease term is for the major part of the remaining economic life of the asset, the present value of the lease payments and any residual value guarantee equals or substantially exceeds all the fair value of the asset, or the asset is of such a specialized nature that it will have no alternative use to the lessor at the end of the lease term. Payments contingent on future events (i.e., based on usage) are considered variable and excluded from lease payments for the purposes of classification and initial measurement. Several of our leases include options to renew or extend the term upon mutual agreement of the parties and others include one-year extensions exercisable by the lessee. None of our leases contain residual value guarantees, restrictions, or covenants. To determine whether a contract contains a lease, the Company uses its judgment in assessing whether the lessor retains a material amount of economic benefit from an underlying asset, whether explicitly or implicitly identified, which party holds control over the direction and use of the asset, and whether any substantive substitution rights over the asset exist. Leases as Lessor The Company leases instruments to customers under “reagent rental” agreements, whereby the customer agrees to purchase consumable products over a stated term, typically five years or less, for a volume-based price that includes an embedded rental for the instruments. When collectibility is probable, that amount is recognized as income at lease commencement for sales-type leases and as product is shipped, typically in a straight–line pattern, over the term for operating leases, which typically include a termination without cause or penalty provision given a short notice period. In some of these contracts, the customer has an option to purchase the underlying asset at a specified price. Consideration is allocated between lease and non-lease components based on stand-alone selling price in accordance with ASC 606, Revenue from Contracts with Customers. |
Nonqualified Cash Deferral Plan | Nonqualified Cash Deferral Plan The Company's Cash Deferral Plan (the “Deferral Plan”) provides certain key employees, with an opportunity to defer the receipt of such participant's base salary. The Deferral Plan is intended to be a nonqualified deferred compensation plan that complies with the provisions of Section 409A of the Internal Revenue Code. All of the investments held in the Deferral Plan are equity securities consisting of mutual funds and recorded at fair value with changes in the investments' fair value recognized as earnings in the period they occur. The corresponding liability for the Deferral Plan is included in other non-current liabilities in the consolidated balance sheets. |
Equity-Based Compensation | Equity-Based Compensation The Company may award stock options, restricted stock units (“RSUs”), performance-based awards and other equity-based instruments to its employees, directors and consultants. Annual bonus equity-based awards are typically granted based upon meeting goals and objectives for a given year as determined in the following year after the Company’s financials are prepared, final results are reasonably certain, and the compensation committee has authorized the awards. Given the compensation committee has unilateral authority to modify the amount of the awards, the criteria for payout, vesting terms, etc., the Company has elected a narrow approach to determining the grant date and, as such, the grant date is based on compensation committee approval. Compensation cost related to equity-based instruments is based on the fair value of the instrument on the grant date, and is recognized over the requisite service period on a straight-line basis over the vesting period for each tranche (an accelerated attribution method). Performance-based awards vest based on the achievement of performance targets. Compensation costs associated with performance-based awards are recognized over the requisite service period based on probability of achievement. Performance-based awards require management to make assumptions regarding the likelihood of achieving performance targets. The Company estimates the fair value of service-based and performance-based stock option awards, including modifications of stock option awards, using the Black-Scholes option pricing model. This model derives the fair value of stock options based on certain assumptions related to expected stock price volatility, expected option life, risk-free interest rate and dividend yield. • Volatility: The expected volatility is based on the historical volatility of the Company's stock price over the most recent period commensurate with the expected term of the stock option award. • Expected term: The estimated expected term for employee awards is based on a simplified method that considers an insufficient history of employee exercises. For consultant awards, the estimated expected term is the same as the life of the award. • Risk-free interest rate: The risk-free interest rate is based on published U.S. Treasury rates for a term commensurate with the expected term. • Dividend yield: The dividend yield is estimated as zero as the Company has not paid dividends in the past and does not have any plans to pay any dividends in the foreseeable future. The Company accounts for forfeitures as they occur rather than on an estimated basis. The Company records the fair value of RSUs or stock grants based on the published closing market price on the day before the grant date. |
Deferred Tax Assets and Liabilities | Deferred Tax Assets and Liabilities Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts reported in the accompanying balance sheets. The change in deferred tax assets and liabilities for the period represents the deferred tax provision or benefit for the period. Effects of changes in enacted tax laws in deferred tax assets and liabilities are reflected as an adjustment to the tax provision or benefit in the period of enactment. The Company follows the provisions of ASC 740, Income Taxes, to account for any uncertainty in income taxes with respect to the accounting for all tax positions taken (or expected to be taken) on any income tax return. This guidance applies to all open tax periods in all tax jurisdictions in which the Company is required to file an income tax return. Under U.S. GAAP, in order to recognize an uncertain tax benefit the taxpayer must be more likely than not certain of sustaining the position, and the measurement of the benefit is calculated as the largest amount that is more likely than not to be realized upon resolution of the position. Interest and penalties, if any, would be recorded within tax expense. |
Foreign Currency Translation and Foreign Currency Transactions | Foreign Currency Translation and Foreign Currency Transactions Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are included in the foreign currency translation adjustment, a component of accumulated other comprehensive loss in the consolidated statements of stockholders’ deficit. The Company has assets and liabilities, including receivables and payables, which are denominated in currencies other than their functional currency. These balance sheet items are subject to re-measurement, the impact of which is recorded in foreign currency exchange gain and loss, within the consolidated statements of operations and comprehensive loss. |
Loss Per Share | Loss Per Share Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Potentially dilutive common shares consist of shares issuable from stock options, unvested RSUs and warrants, as well as shares that would be outstanding if the 5.00% Notes were converted and shares that would be outstanding if the Schuler Purchase Obligation was exercised. Diluted earnings are not presented when the effect of adding such additional common shares is antidilutive. |
Comprehensive Loss | Comprehensive Loss In addition to net loss, comprehensive loss includes all changes in equity during a period, except those resulting from investments by and distributions to owners. The Company holds debt securities as available-for-sale and records the change in fair market value as a component of comprehensive loss. The Company also has adjustments resulting from translating foreign functional currency financial statements into U.S. dollars which is included as a component of comprehensive loss. |
Recent Accounting Pronouncements and Standards not yet adopted | Recent Accounting Pronouncements Standards that were recently adopted In March 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging - Portfolio Layer Method. ASU 2022-01 is related to the portfolio layer method of hedge accounting. The amendments in this update clarify the accounting and promote consistency in reporting for hedges where the portfolio layer method is applied. This ASU was adopted January 1, 2023, and did not impact the Company’s consolidated financial statements in any of the periods reported. In March 2022, the FASB issued ASU 2022-02, Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. ASU 2022-02 relates to troubled debt restructurings (“TDRs”) and vintage disclosures for financing receivables. The amendments in this update eliminate the accounting guidance for TDRs by creditors while enhancing disclosure requirements for certain loan refinancing and restructurings by creditors made to borrowers experiencing financial difficulty. The amendments also require disclosure of current- period gross write-offs by year of origination for financing receivables. This ASU was adopted January 1, 2023, and did not impact the Company’s consolidated financial statements in any of the periods reported. In July 2023, the FASB issued ASU 2023-03, Presentation of Financial Statements (Topic 205), Income Statement - Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation - Stock Compensation (Topic 718): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 - General Revision of Regulation S-X: Income or Loss Applicable to Common Stock. The SEC staff issued Staff Accounting Bulletin (SAB) 120 to provide guidance on the measurement and disclosure of share-based payment awards granted when a company is in possession of material nonpublic information to which the market is likely to react positively when it is announced. Such awards are commonly referred to as spring-loaded awards. This ASU was effective for the Company upon issuance, which was on July 14, 2023, and did not impact the Company’s consolidated financial statements in any of the periods reported. Standards not yet adopted In December 2023, the FASB issued ASU 2023-09 (Topic 740): Income Taxes: Improvements to Income Tax Disclosures which expands the existing rules on income tax disclosures. This update requires entities to disclose specific categories in the tax rate reconciliation, provide additional information for reconciling items that meet a quantitative threshold and disclose additional information about income taxes paid on an annual basis. The new disclosure requirements are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating these new expanded disclosure requirements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures which expands disclosure requirements to require entities to disclose significant segment expenses that are regularly provided to or easily computed from information regularly provided to the chief operating decision maker. This update also requires all annual disclosures currently required by Topic 280 to be disclosed in interim periods. The new disclosure requirements are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating these new expanded disclosure requirements. |
Concentration of Credit Risk | Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments and accounts receivable, including receivables from major customers. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Allowance for Credit Losses | The allowance for credit losses over trade receivables and net investment in sales-type leases for the years ended December 31, are comprised of the following (in thousands): 2023 2022 2021 Beginning balance $ 324 $ 140 $ 445 Provisions 301 204 123 Write-offs (35) (20) (428) $ 590 $ 324 $ 140 |
Schedule of Product Warranty Reserve Activity | Product warranty reserve activity for the years ended December 31 is as follows (in thousands): 2023 2022 2021 Beginning balance $ 225 $ 139 $ 232 Provisions 160 389 (22) Warranty cost incurred (191) (303) (71) $ 194 $ 225 $ 139 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Instruments Measured at Fair Value on a Recurring Basis | The following tables represent the financial instruments measured at fair value on a recurring basis in the financial statements of the Company and the valuation approach applied to each class of financial instruments as of the dates indicated: December 31, 2023 (in thousands) Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Significant Total Assets: Cash and cash equivalents: Money market funds $ 7,406 $ — $ — $ 7,406 Total cash and cash equivalents 7,406 — — 7,406 Equity investments: Mutual funds 1,081 — — 1,081 Total equity investments 1,081 — — 1,081 Total assets measured at fair value $ 8,487 $ — $ — $ 8,487 December 31, 2022 (in thousands) Quoted Prices Significant Significant Total Assets: Cash and cash equivalents: Money market funds $ 7,194 $ — $ — $ 7,194 Total cash and cash equivalents 7,194 — — 7,194 Equity investments: Mutual funds 928 — — 928 Total equity investments 928 — — 928 Debt securities available-for-sale: Certificates of deposit — 2,541 — 2,541 U.S. Treasury securities 3,009 — — 3,009 Commercial paper — 424 — 424 Corporate notes and bonds — 3,754 — 3,754 Total debt securities available-for-sale 3,009 6,719 — 9,728 Total assets measured at fair value $ 11,131 $ 6,719 $ — $ 17,850 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Debt Securities Classified as Available-for-Sale Investments | The following table summarizes the Company’s debt securities classified as available-for-sale at December 31, 2022, all which had maturities of less than one year as of that date (in thousands): Amortized Cost Gross Gross Fair Value Certificates of deposit $ 2,548 $ — $ (7) $ 2,541 U.S. Treasury securities 3,015 — (6) 3,009 Commercial paper 425 — (1) 424 Corporate notes and bonds 3,769 — (15) 3,754 $ 9,757 $ — $ (29) $ 9,728 |
Schedule of Unrealized Losses or Gains on Equity Securities | Unrealized losses or gains on equity securities recorded in income during the year ended December 31, 2023, 2022 and 2021 were as follows (in thousands): 2023 2022 2021 Unrealized gain (loss) on equity investments $ 114 $ (211) $ — |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following at December 31 (in thousands): 2023 2022 Raw materials $ 1,268 $ 1,827 Work in process 648 2,115 Finished goods 1,394 1,252 $ 3,310 $ 5,194 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net is recorded at cost and consisted of the following at December 31 (in thousands): 2023 2022 Computer equipment $ 3,464 $ 3,551 Technical equipment 3,135 3,236 Facilities 3,688 3,663 Instruments 3,004 3,735 Capital projects in progress 109 114 Total property and equipment $ 13,400 $ 14,299 Accumulated depreciation (11,011) (10,821) Net property and equipment $ 2,389 $ 3,478 |
Schedule of Instruments at Cost and Accumulated Depreciation, Lessor | Instruments at cost and accumulated depreciation where the Company is the lessor under operating leases consisted of the following at December 31 (in thousands): 2023 2022 Instruments at cost under operating leases $ 2,010 $ 2,585 Accumulated depreciation under operating leases (1,194) (1,209) Net property and equipment under operating leases $ 816 $ 1,376 |
DEFERRED REVENUE AND REMAININ_2
DEFERRED REVENUE AND REMAINING PERFORMANCE OBLIGATIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Changes in Deferred Revenue | Contract liabilities consisted of the following as of December 31 (in thousands): 2023 2022 Products and services not yet delivered $ 540 $ 547 BD deferred exclusivity fee 1,005 Deferred revenue and income, current $ 1,545 $ 547 Australia R&D tax incentive $ 1,122 $ — Deferred income, non-current $ 1,122 $ — |
Schedule of Activity Related to BD Commercial Agreement | The following table presents the activity related to the BD commercial agreement for the year ended December 31, 2023 (in thousands). 2023 Exclusivity fees received $ 2,000 Amortized exclusivity fees $ (995) Agent fees incurred 998 Net expense $ 3 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Supplemental Information Related to Leases | The following presents supplemental information related to leases in which the Company is the lessee for the years ended December 31 (in thousands): 2023 2022 Cash paid for amounts included in lease liabilities Operating cash flows from operating leases $ 913 $ 850 Operating cash flows from finance leases 1,250 1,201 ROU assets obtained in exchange for lease obligations Operating leases — — Finance leases 200 3,096 Lease Cost Operating leases 1,041 1,114 Finance leases 1,104 673 Short-term leases $ 77 $ 82 |
Schedule of Lease Costs | The following presents supplemental information related to leases in which the Company is the lessee for the years ended December 31 (in thousands): 2023 2022 Cash paid for amounts included in lease liabilities Operating cash flows from operating leases $ 913 $ 850 Operating cash flows from finance leases 1,250 1,201 ROU assets obtained in exchange for lease obligations Operating leases — — Finance leases 200 3,096 Lease Cost Operating leases 1,041 1,114 Finance leases 1,104 673 Short-term leases $ 77 $ 82 |
Schedule of Maturities of Operating Lease Liabilities | The following presents maturities of operating lease liabilities in which the Company is the lessee as of December 31, 2023 (in thousands): 2023 2024 $ 1,055 2025 583 2026 — 2027 — 2028 — Thereafter — Total operating lease payments 1,638 Less imputed interest (91) $ 1,547 |
Schedule of Maturities of Finance Lease Liabilities | The following presents maturities of finance lease liabilities in which the Company is the lessee as of December 31, 2023 (in thousands): 2023 2024 $ 784 2025 86 2026 30 2027 — 2028 — Thereafter — Total finance lease payments 900 Less imputed interest (55) $ 845 |
Schedule of Maturities of Lease Receivables Under Sales-Type Leases | The following presents maturities of lease receivables under sales-type leases as of December 31, 2023 (in thousands): 2023 2024 $ 1,299 2025 684 2026 393 2027 47 2028 — Thereafter — Net investment in sales-type leases $ 2,423 Allowances (522) Net investment in sales-type leases, net of allowances $ 1,901 |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | As of December 31, 2023 and 2022, the convertible note obligations were classified as follows in the consolidated balance sheets (in thousands): 2023 2022 2.50% Notes $ 726 $ 56,413 5.00% Notes $ 36,102 $ — Total convertible notes $ 36,828 $ 56,413 Current portion of convertible notes $ 726 $ 56,413 Convertible notes, non-current $ 36,102 $ — |
Schedule of Interest Expense | Interest expense related to the Company’s convertible note obligations consisted of the following for the years ended December 31 (in thousands): 2023 2022 2021 Contractual coupon interest $ 2,425 $ 1,794 $ 3,934 Amortization of premium, discount and issuance costs, net 3,278 474 11,542 Total interest expense on convertible notes $ 5,703 $ 2,268 $ 15,476 |
Schedule of Gain (Loss) on Extinguishment | Gain (loss) on extinguishment of exchanged convertible notes were as follows for the years ended December 31 (in thousands): 2023 2022 2021 (Loss) gain on extinguishment $ (6,499) $ 3,565 $ 4,916 |
Schedule of Convertible Notes | The carrying value of the 2.50% Notes was included in current portion of convertible notes and consisted of the following at December 31 (in thousands): 2023 2022 Outstanding principal $ 726 $ 56,595 Unamortized debt issuance — (182) Net carrying amount $ 726 $ 56,413 The carrying value of the 5.00% Notes consisted of the following at December 31 (in thousands): 2023 2022 Outstanding principal at par $ 67,634 $ — Unamortized debt premium 5,408 — Unamortized debt discount (34,267) — Unamortized debt issuance costs (2,673) — Net carrying amount $ 36,102 $ — |
Schedule of Derivative Financial Instrument Activity | The derivative financial instrument activity for the year ended December 31, 2023 is comprised of the following (in thousands): 2023 Beginning balance $ — Initial measurement 38,160 Reduction as a result of conversion of 5.00% Notes (380) Change in value - gain (10,872) Reclassification to contributed capital (26,908) Ending balance $ — |
Schedule of Significant Assumptions and Inputs Used to Estimate the Fair Value of Convertible Notes and Conversion Option | The table below summarizes the significant inputs used to estimate the fair value of the 5.00% Notes as of December 31, 2023 and the June 9, 2023 issuance date: December 31, June 09, 2023 2023 Coupon rate 5.00% 5.00% Term (years) 3.0 3.5 Volatility 55.00% 55.00% Risk-free rate 4.02 % 4.15 % Discount yield 25.00 % 25.00 % Discount factor 50.00% 44.00% The table below summarizes the significant inputs used to estimate the fair value of the Conversion Option as of October 17, 2023 and June 9, 2023: October 17 June 09, 2023 2023 Stock price $ 5.94 $ 7.40 Initial conversion price $ 7.20 $ 7.20 Conversion cap $ 8.30 $ 8.30 Term (years) 3.2 3.5 Time to call (years) 1.7 2.0 Volatility 55.00 % 55.00 % Risk-free rate 5.00 % 4.15 % Discount yield 25.00 % 25.00 % December 31, June 9, 2023 2023 Stock price $ 3.92 $ 7.40 Exercise price $ 7.20 $ 7.20 Term (years) 0.13 0.52 Volatility 55.00 % 55.00 % Risk-free rate 5.55 % 5.38 % Fixed commitment purchase price (in thousands) $ 10,000 $ 10,000 Number of Shares 1,387,949 1,387,949 Obligation probability 75% 100% |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Carrying Value of the Secured Notes | The carrying value of the Secured Note at December 31, 2022 consisted of the following (in thousands): December 31, 2022 Outstanding principal $ 34,934 Unamortized debt issuance discount (18,076) Net carrying amount $ 16,858 |
Schedule of Significant Assumptions and Inputs Used to Estimate the Fair Value of the Schuler Purchase Obligation | The table below summarizes the significant inputs used to estimate the fair value of the 5.00% Notes as of December 31, 2023 and the June 9, 2023 issuance date: December 31, June 09, 2023 2023 Coupon rate 5.00% 5.00% Term (years) 3.0 3.5 Volatility 55.00% 55.00% Risk-free rate 4.02 % 4.15 % Discount yield 25.00 % 25.00 % Discount factor 50.00% 44.00% The table below summarizes the significant inputs used to estimate the fair value of the Conversion Option as of October 17, 2023 and June 9, 2023: October 17 June 09, 2023 2023 Stock price $ 5.94 $ 7.40 Initial conversion price $ 7.20 $ 7.20 Conversion cap $ 8.30 $ 8.30 Term (years) 3.2 3.5 Time to call (years) 1.7 2.0 Volatility 55.00 % 55.00 % Risk-free rate 5.00 % 4.15 % Discount yield 25.00 % 25.00 % December 31, June 9, 2023 2023 Stock price $ 3.92 $ 7.40 Exercise price $ 7.20 $ 7.20 Term (years) 0.13 0.52 Volatility 55.00 % 55.00 % Risk-free rate 5.55 % 5.38 % Fixed commitment purchase price (in thousands) $ 10,000 $ 10,000 Number of Shares 1,387,949 1,387,949 Obligation probability 75% 100% |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Potentially Issuable Common Shares Excluded from Computation of Diluted Net Loss Per Share | The following potentially issuable common shares were not included in the computation of diluted net loss per share because they would have an anti-dilutive effect due to net losses for the years ended December 31 (in thousands): 2023 2022 2021 Shares issuable upon the release of RSUs 1,239 435 209 Shares issuable upon exercise of stock options 370 541 719 Shares issuable upon the exercise of the Warrant 247 247 — 1,856 1,223 928 |
EQUITY-BASED COMPENSATION (Tabl
EQUITY-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following table summarizes option activity during the years ended December 31, 2023 and 2022 and shows the exercisable shares as of December 31, 2023: Number of Shares Weighted Average Exercise Price per Share Options Outstanding January 1, 2022 719,066 $ 138.91 Granted 14,000 30.47 Forfeited (20,806) 125.54 Exercised (610) 10.40 Expired (170,918) 109.61 Options Outstanding December 31, 2022 540,732 146.03 Granted 10,000 5.10 Forfeited (11,927) 81.01 Exercised — — Expired (168,966) 137.08 Options Outstanding December 31, 2023 369,839 148.40 Exercisable December 31, 2023 311,930 161.35 |
Schedule of Estimated Fair Value of Options Awarded | The table below summarizes the inputs used to calculate the estimated fair value of options awarded for the years ended December 31: 2023 2022 2021 Expected term (in years) 6.30 6.30 5.79 Volatility 88 % 66 % 65 % Expected dividends — — — Risk free interest rates 4.0 % 2.1 % 1.1 % Estimated forfeitures — % — % — % Weighted average fair value $ 3.89 $ 1.88 $ 4.09 |
Schedule of Options Outstanding and Options Exercisable | The following table shows summary information for outstanding options and options that are exercisable (vested) as of December 31, 2023: Options Options Number of options 369,839 311,930 Weighted average remaining contractual term (in years) 4.83 4.65 Weighted average exercise price $ 148.40 $ 161.35 Weighted average fair value $ 90.38 $ 97.42 Aggregate intrinsic value (in millions) $ — $ — |
Schedule of RSU Activity | The following table summarizes RSU activity during the years ended December 31, 2023 and 2022: Number of Shares Weighted Average Grant Date Fair Value per Share RSUs Outstanding January 1, 2022 208,926 $ 107.77 Granted 422,690 15.29 Forfeited (66,175) 82.81 Vested/released (129,953) 37.02 RSUs outstanding December 31, 2022 435,488 42.91 Granted 1,305,220 7.14 Forfeited (128,588) 35.73 Vested/released (372,684) 32.39 RSUs outstanding December 31, 2023 1,239,436 9.15 |
Schedule of Weighted Average Fair Value of RSUs Awarded | The table below summarizes the weighted average fair value of RSUs awarded for the years ended December 31: 2023 2022 2021 Weighted average fair value $ 7.14 $ 15.29 $ 112.38 |
Schedule of Expense and Tax Benefit Related to Share-Based Compensation | The expense and tax benefits recognized on the Company’s consolidated statements of operations and comprehensive loss related to share-based compensation for the years ended December 31 (in thousands) is as follows: 2023 2022 2021 Cost of Sales $ 300 $ 665 $ 325 Research and development 1,396 1,419 4,102 Sales, general and administrative 3,691 8,541 17,620 Total equity-based compensation expense $ 5,387 $ 10,625 $ 22,047 Recognized tax benefit $ — $ — $ — The share-based compensation cost capitalized to inventory or inventory transferred to property and equipment (also referred to as instruments) for the years ended December 31 (in thousands) is as follows: 2023 2022 2021 Cost capitalized to inventory $ 138 $ 254 $ 401 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Pretax Loss from Operations | The components of the pretax loss from operations for the years ended December 31 are as follows (in thousands): 2023 2022 2021 U.S. Domestic $ (54,784) $ (54,099) $ (68,131) Foreign (5,984) (8,471) (9,526) Net loss before income taxes $ (60,768) $ (62,570) $ (77,657) |
Schedule of Components of (Provision) Benefit for Income Taxes | The components of the (provision) benefit for income taxes for the years ended December 31 is presented in the following table: 2023 2022 2021 Current: Federal $ — $ — $ — State (54) (19) (18) Foreign (796) 96 (27) Total benefit (provision) (850) 77 (45) Deferred: Federal — — — State — — — Foreign — — — Total deferred provision — — — Total benefit (provision) $ (850) $ 77 $ (45) |
Schedule of Deferred Income Tax Components | Significant components of the Company’s net deferred income taxes as of December 31 are as follows (in thousands): 2023 2022 Deferred tax assets: Net operating loss carryforward $ 102,687 $ 94,003 General business credit 18,466 17,293 Stock options 8,246 12,809 Intangible assets, definite-lived 6,775 7,239 Section 174 research & development 9,097 4,840 Inventory 1,943 2,145 Operating lease liability 379 568 Property & equipment 224 137 Other 608 310 Total deferred tax assets 148,425 139,344 Valuation allowance (140,104) (138,710) Deferred tax assets $ 8,321 $ 634 Deferred tax liabilities: Debt amortization $ (7,785) $ (24) Right of use asset (416) (527) Finance lease liability $ (120) $ (83) Total deferred tax liabilities $ (8,321) $ (634) Net deferred taxes $ — $ — |
Schedule of Effective Tax Rate | The difference between the U.S. federal statutory income tax rate and the Company’s effective tax rate for years ending December 31 is as follows: 2023 2022 2021 U.S. federal statutory income tax rate (21.00) % (21.00) % (21.00) % State taxes, net of federal tax benefit (2.06) % (2.55) % (4.26) % Permanent and other differences 2.91 % 1.74 % (9.01) % Debt restructuring 3.48 % — % (1.31) % Change in tax rates (0.36) % 0.26 % 0.02 % Return to provision adjustments 1.50 % — % — % Tax rate differential (0.65) % (0.52) % 2.30 % Unrecognized tax benefits (0.17) % 1.01 % 2.64 % Nondeductible equity and other compensation 7.75 % 5.44 % 1.72 % Credit for increased research activities (2.75) % (2.80) % (6.19) % Change in valuation allowance 12.75 % 18.30 % 35.15 % 1.40 % (0.12) % 0.06 % |
Schedule of Uncertain Tax Positions | The Company's uncertain tax positions at December 31 as follows (in thousands): 2023 2022 2021 Balance at beginning of year $ 13,596 $ 7,556 $ 4,866 Increases for prior positions 409 380 2,359 Decreases for prior positions (5,859) — — Increases for current year positions 698 5,660 1,746 Decreases due to settlements — (1,415) Other increases — — — Balance at end of year $ 8,844 $ 13,596 $ 7,556 |
GEOGRAPHIC AND REVENUE DISAGG_2
GEOGRAPHIC AND REVENUE DISAGGREGATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Long-lived Assets by Geographic Territory | The following presents long-lived assets by geographic territory at December 31 (in thousands): 2023 2022 Domestic $ 2,139 $ 3,120 Foreign 250 358 $ 2,389 $ 3,478 |
Schedule of Total Net Sales by Geographic Territory | The following presents total net sales by geographic territory for the years ended December 31 (in thousands): 2023 2022 2021 Domestic $ 10,611 $ 10,921 $ 10,121 Foreign 1,448 1,831 1,661 Net sales $ 12,059 $ 12,752 $ 11,782 |
Schedule of Disaggregation of Revenue | The following presents total net sales by line of business for the years ended December 31 (in thousands): 2023 2022 2021 Accelerate instrument and consumable revenue $ 11,928 $ 12,598 $ 11,628 Other revenue 131 154 154 Net sales $ 12,059 $ 12,752 $ 11,782 The following presents total net sales by products and services for the years ended December 31 (in thousands): 2023 2022 2021 Products $ 10,609 $ 11,107 $ 10,430 Services 1,450 1,645 1,352 Net sales $ 12,059 $ 12,752 $ 11,782 |
ORGANIZATION AND NATURE OF BU_2
ORGANIZATION AND NATURE OF BUSINESS; BASIS OF PRESENTATION; PRINCIPLES OF CONSOLIDATION (Details) | 1 Months Ended | 12 Months Ended | |||||||||||||
Jan. 23, 2024 shares | Jul. 11, 2023 | Jun. 09, 2023 USD ($) shares | Apr. 21, 2023 USD ($) | Mar. 13, 2023 | Jan. 31, 2024 USD ($) shares | Mar. 31, 2023 | Aug. 31, 2022 USD ($) | Sep. 30, 2021 shares | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jun. 30, 2023 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2018 USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||
Reverse stock split ratio | 0.1 | ||||||||||||||
Accumulated deficit | $ 668,857,000 | $ 607,239,000 | |||||||||||||
Net loss | 61,618,000 | 62,493,000 | $ 77,702,000 | ||||||||||||
Net cash used in operating activities | 40,196,000 | 48,728,000 | 47,323,000 | ||||||||||||
Working capital | 12,400,000 | ||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
2.50% Notes extinguished in connection with exchange transaction | 0 | 49,624,000 | $ 0 | ||||||||||||
Accrued interest, related-party | 0 | 663,000 | |||||||||||||
Net proceeds | 13,600,000 | ||||||||||||||
Cash and cash equivalents and investments | 13,200,000 | $ 45,600,000 | |||||||||||||
Decrease in cash and cash equivalents and investments | $ 32,400,000 | ||||||||||||||
Restructuring Support Agreement | Related Party | Series A Preferred Stock | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Conversion of stock, shares converted (in shares) | shares | 400,000 | ||||||||||||||
Jack W. Schuler Living Trust | Affiliated Entity | Series A Preferred Stock | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Conversion of stock, shares converted (in shares) | shares | 4,000,000 | ||||||||||||||
Outstanding notes | Lender | Ad Hoc Noteholder Group | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Risk concentration (as a percent) | 85% | 85% | |||||||||||||
March 2022 Securities Purchase Agreement | Jack W. Schuler Living Trust | Affiliated Entity | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Sale of stock (in shares) | shares | 500,000 | ||||||||||||||
Restructuring Support Agreement | Jack W. Schuler Living Trust | Affiliated Entity | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Aggregate purchase price | $ 10,000,000 | ||||||||||||||
Public offering backstop | 10,000,000 | $ 10,000,000 | |||||||||||||
Restructuring Support Agreement | Jack W. Schuler Living Trust | Affiliated Entity | Common Shares | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Aggregate purchase price | 10,000,000 | ||||||||||||||
Private Placement | March 2022 Securities Purchase Agreement | Jack W. Schuler Living Trust | Affiliated Entity | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Net proceeds | 4,000,000 | ||||||||||||||
Aggregate purchase price | $ 4,000,000 | ||||||||||||||
Subsequent Event | Public and Private Placement Offerings | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Sale of stock (in shares) | shares | 8,100,000 | ||||||||||||||
Net proceeds | $ 12,300,000 | ||||||||||||||
Subsequent Event | Public and Private Placement Offerings | Common Shares | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
New issues per offering unit (in shares) | shares | 1 | ||||||||||||||
Number of securities called by each warrants (in shares) | shares | 1 | ||||||||||||||
Subsequent Event | Public and Private Placement Offerings | Shares issuable upon the exercise of the Warrant | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
New issues per offering unit (in shares) | shares | 1 | ||||||||||||||
Subsequent Event | Private Placement | Schuler Purchase Obligation | Jack W. Schuler Living Trust | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Sale of stock (in shares) | shares | 1,200,000 | ||||||||||||||
2.50% Convertible Notes due 2023 | Convertible Notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate | 2.50% | 2.50% | |||||||||||||
Accrued interest, related-party | 1,000,000 | ||||||||||||||
Aggregate principal amount | $ 10,000,000 | $ 150,000,000 | |||||||||||||
2.50% Convertible Notes due 2023 | Convertible Notes | Restructuring Support Agreement | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Aggregate principal amount exchanged | 55,900,000 | ||||||||||||||
Accrued interest, related-party | $ 1,000,000 | ||||||||||||||
2.50% Convertible Notes due 2023 | Convertible Notes | August 2022 Exchange Transaction | Jack W. Schuler Living Trust | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Aggregate principal amount exchanged | $ 49,900,000 | ||||||||||||||
5.00% Convertible Notes Due 2026 | Convertible Notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate | 5% | 5% | |||||||||||||
5.00% Convertible Notes Due 2026 | Convertible Notes | Restructuring Support Agreement | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
2.50% Notes extinguished in connection with exchange transaction | $ 56,900,000 | ||||||||||||||
Aggregate principal amount | $ 10,000,000 | ||||||||||||||
Restructuring Support Agreement | Senior Notes | Affiliated Entity | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Shares issued (in shares) | shares | 3,400,000 | ||||||||||||||
Five Point Zero Percent Secured Promissory Note | Senior Notes | Jack W. Schuler Living Trust | Affiliated Entity | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
2.50% Notes extinguished in connection with exchange transaction | $ 25,400,000 | ||||||||||||||
Shares issued (in shares) | shares | 3,400,000 | ||||||||||||||
Five Point Zero Percent Secured Promissory Note | Senior Notes | Jack W. Schuler Living Trust | August 2022 Exchange Transaction | Affiliated Entity | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Aggregate principal amount exchanged | $ 34,900,000 | $ 34,900,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning balance | $ 324 | $ 140 | $ 445 |
Provisions | 301 | 204 | 123 |
Write-offs | (35) | (20) | (428) |
Ending balance | $ 590 | $ 324 | $ 140 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - shares | 12 Months Ended | |||
Jan. 23, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Jun. 09, 2023 | |
Property, Plant and Equipment [Line Items] | ||||
Instrument warranty term | 1 year | |||
Kits and accessories warranty term | 60 days | |||
Lease extension | 1 year | |||
Finance leases term | 3 years | |||
Lessor term of contract | 5 years | |||
Dividend yield (percent) | 0% | |||
Common Shares | Subsequent Event | Public Offering | ||||
Property, Plant and Equipment [Line Items] | ||||
New issues per offering unit (in shares) | 1 | |||
Convertible Notes | 5.00% Convertible Notes Due 2026 | ||||
Property, Plant and Equipment [Line Items] | ||||
Interest rate | 5% | 5% | ||
Diagnostic instruments | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, useful life | 5 years | |||
Minimum | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, useful life | 1 year | |||
Operating leases term | 1 year | |||
Maximum | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, useful life | 7 years | |||
Operating leases term | 6 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Product Warranty Reserve Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | |||
Beginning balance | $ 225 | $ 139 | $ 232 |
Provisions | 160 | 389 | (22) |
Warranty cost incurred | (191) | (303) | (71) |
Ending balance | $ 194 | $ 225 | $ 139 |
CONCENTRATION OF CREDIT RISK (D
CONCENTRATION OF CREDIT RISK (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Concentration of Credit Risk | Cash and Cash Equivalents | Financial Institution One | ||
Concentration Risk [Line Items] | ||
Risk concentration (as a percent) | 61% | 52% |
Concentration of Credit Risk | Cash and Cash Equivalents | Financial Institution Two | ||
Concentration Risk [Line Items] | ||
Risk concentration (as a percent) | 25% | 24% |
Concentration of Credit Risk | Cash and Cash Equivalents | Financial Institution Three | ||
Concentration Risk [Line Items] | ||
Risk concentration (as a percent) | 21% | |
Customer Concentration | Accounts Receivable | One Customer | ||
Concentration Risk [Line Items] | ||
Risk concentration (as a percent) | 13% | 15% |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS - Schedule of Financial Instruments Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total equity investments | $ 1,100 | $ 900 |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 7,406 | 7,194 |
Total equity investments | 1,081 | 928 |
Total debt securities available-for-sale | 9,728 | |
Total assets measured at fair value | 8,487 | 17,850 |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 7,406 | 7,194 |
Total equity investments | 1,081 | 928 |
Total debt securities available-for-sale | 3,009 | |
Total assets measured at fair value | 8,487 | 11,131 |
Recurring | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 0 | 0 |
Total equity investments | 0 | 0 |
Total debt securities available-for-sale | 6,719 | |
Total assets measured at fair value | 0 | 6,719 |
Recurring | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 0 | 0 |
Total equity investments | 0 | 0 |
Total debt securities available-for-sale | 0 | |
Total assets measured at fair value | 0 | 0 |
Recurring | Mutual funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total equity investments | 1,081 | 928 |
Recurring | Mutual funds | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total equity investments | 1,081 | 928 |
Recurring | Mutual funds | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total equity investments | 0 | 0 |
Recurring | Mutual funds | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total equity investments | 0 | 0 |
Recurring | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total debt securities available-for-sale | 2,541 | |
Recurring | Certificates of deposit | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total debt securities available-for-sale | 0 | |
Recurring | Certificates of deposit | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total debt securities available-for-sale | 2,541 | |
Recurring | Certificates of deposit | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total debt securities available-for-sale | 0 | |
Recurring | U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total debt securities available-for-sale | 3,009 | |
Recurring | U.S. Treasury securities | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total debt securities available-for-sale | 3,009 | |
Recurring | U.S. Treasury securities | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total debt securities available-for-sale | 0 | |
Recurring | U.S. Treasury securities | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total debt securities available-for-sale | 0 | |
Recurring | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total debt securities available-for-sale | 424 | |
Recurring | Commercial paper | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total debt securities available-for-sale | 0 | |
Recurring | Commercial paper | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total debt securities available-for-sale | 424 | |
Recurring | Commercial paper | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total debt securities available-for-sale | 0 | |
Recurring | Corporate notes and bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total debt securities available-for-sale | 3,754 | |
Recurring | Corporate notes and bonds | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total debt securities available-for-sale | 0 | |
Recurring | Corporate notes and bonds | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total debt securities available-for-sale | 3,754 | |
Recurring | Corporate notes and bonds | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total debt securities available-for-sale | 0 | |
Recurring | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 7,406 | 7,194 |
Recurring | Money market funds | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 7,406 | 7,194 |
Recurring | Money market funds | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 0 | 0 |
Recurring | Money market funds | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | $ 0 | $ 0 |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS - Narrative (Details) - USD ($) | Dec. 31, 2023 | Jun. 30, 2023 | Jun. 09, 2023 | Mar. 13, 2023 | Dec. 31, 2022 | Aug. 31, 2022 | Aug. 15, 2022 | Mar. 31, 2018 |
Jack W. Schuler Living Trust | Embedded Warrant | August 2022 Exchange Transaction | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrants fair value | $ 3,800,000 | |||||||
Convertible Notes | 5.00% Convertible Notes Due 2026 | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 5% | 5% | ||||||
Outstanding principal balance | $ 67,634,000 | $ 0 | ||||||
Total convertible notes | 36,102,000 | $ 66,900,000 | 0 | |||||
Convertible Notes | 5.00% Convertible Notes Due 2026 | Level 3 | ||||||||
Debt Instrument [Line Items] | ||||||||
Fair value | 50,800,000 | $ 38,200,000 | ||||||
Convertible Notes | 2.50% Convertible Notes Due 2023 | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 2.50% | 2.50% | ||||||
Outstanding principal balance | 726,000 | 56,595,000 | ||||||
Total convertible notes | 726,000 | $ 66,900,000 | 56,413,000 | |||||
Convertible Notes | 2.50% Convertible Notes Due 2023 | Level 2 | ||||||||
Debt Instrument [Line Items] | ||||||||
Fair value | 51,900,000 | |||||||
Senior Notes | 2.50% Convertible Notes Due 2023 | Affiliated Entity | ||||||||
Debt Instrument [Line Items] | ||||||||
Total convertible notes | 700,000 | |||||||
Senior Notes | 2.50% Convertible Notes Due 2023 | Jack W. Schuler Living Trust | August 2022 Exchange Transaction | ||||||||
Debt Instrument [Line Items] | ||||||||
Fair value | $ 16,000,000 | |||||||
Senior Notes | Five Point Zero Percent Secured Promissory Note | Jack W. Schuler Living Trust | Affiliated Entity | ||||||||
Debt Instrument [Line Items] | ||||||||
Alternative investment | 3,400,000 | |||||||
Senior Notes | Five Point Zero Percent Secured Promissory Note | Jack W. Schuler Living Trust | Affiliated Entity | August 2022 Exchange Transaction | ||||||||
Debt Instrument [Line Items] | ||||||||
Outstanding principal balance | $ 0 | 34,934,000 | ||||||
Fair value | 16,000,000 | |||||||
Total convertible notes | $ 16,858,000 |
INVESTMENTS - Schedule of Debt
INVESTMENTS - Schedule of Debt Securities Classified as Available-for-Sale Investments (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Investment [Line Items] | ||
Amortized Cost | $ 9,757,000 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (29,000) | |
Fair Value | $ 0 | 9,728,000 |
Certificates of deposit | ||
Investment [Line Items] | ||
Amortized Cost | 2,548,000 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (7,000) | |
Fair Value | 2,541,000 | |
U.S. Treasury securities | ||
Investment [Line Items] | ||
Amortized Cost | 3,015,000 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (6,000) | |
Fair Value | 3,009,000 | |
Commercial paper | ||
Investment [Line Items] | ||
Amortized Cost | 425,000 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (1,000) | |
Fair Value | 424,000 | |
Corporate notes and bonds | ||
Investment [Line Items] | ||
Amortized Cost | 3,769,000 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (15,000) | |
Fair Value | $ 3,754,000 |
INVESTMENTS - Narrative (Detail
INVESTMENTS - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Securities, Available-for-sale [Line Items] | |||
Fair value | $ 0 | $ 9,728,000 | |
Unrealized losses on debt securities available-for-sale | 0 | 0 | $ 0 |
Total equity investments | 1,100,000 | 900,000 | |
Realized gains or losses from equity securities | 0 | 0 | 0 |
Debt Securities Available-for-Sale | |||
Debt Securities, Available-for-sale [Line Items] | |||
Reclassified from accumulated OCI | $ 0 | $ 0 | $ 0 |
INVESTMENTS - Schedule of Unrea
INVESTMENTS - Schedule of Unrealized Losses or Gains on Equity Securities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |||
Unrealized gain (loss) on equity investments | $ 114 | $ (211) | $ 0 |
INVENTORY - Schedule of Invento
INVENTORY - Schedule of Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 1,268 | $ 1,827 |
Work in process | 648 | 2,115 |
Finished goods | 1,394 | 1,252 |
Inventory, net | $ 3,310 | $ 5,194 |
INVENTORY - Narrative (Details)
INVENTORY - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |||
Inventory write-down | $ 1,184,000 | $ 0 | $ 4,500,000 |
PROPERTY AND EQUIPMENT - Schedu
PROPERTY AND EQUIPMENT - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 13,400 | $ 14,299 |
Accumulated depreciation | (11,011) | (10,821) |
Net property and equipment | 2,389 | 3,478 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 3,464 | 3,551 |
Technical equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 3,135 | 3,236 |
Facilities | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 3,688 | 3,663 |
Instruments | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 3,004 | 3,735 |
Capital projects in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 109 | $ 114 |
PROPERTY AND EQUIPMENT - Narrat
PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 1.3 | $ 1.7 | $ 2 |
PROPERTY AND EQUIPMENT - Sche_2
PROPERTY AND EQUIPMENT - Schedule of Instruments at Cost and Accumulated Depreciation, Lessor (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Abstract] | ||
Instruments at cost under operating leases | $ 2,010 | $ 2,585 |
Accumulated depreciation under operating leases | (1,194) | (1,209) |
Net property and equipment under operating leases | $ 816 | $ 1,376 |
DEFERRED REVENUE AND REMAININ_3
DEFERRED REVENUE AND REMAINING PERFORMANCE OBLIGATIONS - Schedule of Changes in Deferred Revenue (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jul. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | |||
Products and services not yet delivered | $ 540 | $ 547 | |
BD deferred exclusivity fee | 1,005 | ||
Deferred revenue and income, current | 1,545 | 547 | |
Australia R&D tax incentive | 1,122 | $ 1,100 | 0 |
Deferred income, non-current | $ 1,122 | $ 0 |
DEFERRED REVENUE AND REMAININ_4
DEFERRED REVENUE AND REMAINING PERFORMANCE OBLIGATIONS - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 31, 2023 | |
Deferred Revenue Arrangement [Line Items] | ||||
Revenue recognized | $ 500 | $ 400 | $ 300 | |
Revenue expected to be recognized from remaining performance obligations | 5,200 | |||
R&D tax incentive | $ 1,122 | $ 0 | $ 1,100 | |
Minimum | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Revenue expected time to be recognized from remaining performance obligations | 1 year | |||
Maximum | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Revenue expected time to be recognized from remaining performance obligations | 6 years |
DEFERRED REVENUE AND REMAININ_5
DEFERRED REVENUE AND REMAINING PERFORMANCE OBLIGATIONS - Schedule of Activity Related to BD Commercial Agreement (Details) - Becton, Dickenson, And Company (BD) - Services $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Disaggregation of Revenue [Line Items] | |
Exclusivity fees received | $ 2,000 |
Amortized exclusivity fees | (995) |
Agent fees incurred | 998 |
Net expense | $ 3 |
LEASES - Schedule of Supplement
LEASES - Schedule of Supplemental Information Related to Leases and Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash paid for amounts included in lease liabilities | |||
Operating cash flows from operating leases | $ 913 | $ 850 | |
Operating cash flows from finance leases | 1,250 | 1,201 | $ 0 |
ROU assets obtained in exchange for lease obligations | |||
Operating leases | 0 | 0 | |
Finance leases | 200 | 3,096 | $ 0 |
Lease Cost | |||
Operating leases | 1,041 | 1,114 | |
Finance leases | 1,104 | 673 | |
Short-term leases | $ 77 | $ 82 | |
Weighted average remaining lease term (years) | 1 year 7 months 6 days | ||
Weighted average discount rate (as a percent) | 7.10% | ||
Weighted average remaining lease term finance leases (years) | 1 year 7 months 6 days | ||
Weighted average discount rate finance leases (as a percent) | 6.60% |
LEASES - Schedule of Maturities
LEASES - Schedule of Maturities of Operating and Finance Lease Liabilities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Operating | |
2024 | $ 1,055 |
2025 | 583 |
2026 | 0 |
2027 | 0 |
2028 | 0 |
Thereafter | 0 |
Total operating lease payments | 1,638 |
Less imputed interest | (91) |
Lessee lease liabilities | 1,547 |
Finance | |
2024 | 784 |
2025 | 86 |
2026 | 30 |
2027 | 0 |
2028 | 0 |
Thereafter | 0 |
Total finance lease payments | 900 |
Less imputed interest | (55) |
Finance lease liability | $ 845 |
LEASES - Schedule of Maturiti_2
LEASES - Schedule of Maturities of Lease Receivables Under Sales-Type Leases (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Leases [Abstract] | |
Total net investment in leases | $ 2,400 |
2024 | 1,299 |
2025 | 684 |
2026 | 393 |
2027 | 47 |
2028 | 0 |
Thereafter | 0 |
Net investment in sales-type leases | 2,423 |
Allowances | (522) |
Net investment in sales-type leases, net of allowances | $ 1,901 |
CONVERTIBLE NOTES - Schedule of
CONVERTIBLE NOTES - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total convertible notes | $ 36,828 | $ 56,413 |
Current portion of convertible notes | 726 | 56,413 |
Convertible notes, non-current | 36,102 | 0 |
2.50% Convertible Notes due 2023 | ||
Debt Instrument [Line Items] | ||
Total convertible notes | 726 | 56,413 |
5.00% Convertible Notes Due 2026 | ||
Debt Instrument [Line Items] | ||
Total convertible notes | $ 36,102 | $ 0 |
CONVERTIBLE NOTES - Schedule _2
CONVERTIBLE NOTES - Schedule of Interest Expense (Details) - Convertible Notes - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Contractual coupon interest | $ 2,425 | $ 1,794 | $ 3,934 |
Amortization of debt discount and issuance costs | 3,278 | 474 | 11,542 |
Total interest expense on convertible notes | $ 5,703 | $ 2,268 | $ 15,476 |
CONVERTIBLE NOTES - Schedule _3
CONVERTIBLE NOTES - Schedule of Gain (Loss) on Extinguishment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Exchange Agreement | Convertible Notes | |||
Debt Instrument [Line Items] | |||
(Loss) gain on extinguishment of debt | $ (6,499) | $ 3,565 | $ 4,916 |
CONVERTIBLE NOTES - Schedule _4
CONVERTIBLE NOTES - Schedule of Convertible Notes (Details) - Convertible Notes - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 | Jun. 09, 2023 | Mar. 13, 2023 | Dec. 31, 2022 | Mar. 31, 2018 |
2.50% Convertible Notes due 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 2.50% | 2.50% | ||||
Outstanding principal | $ 726 | $ 56,595 | ||||
Unamortized debt issuance | 0 | (182) | ||||
Net carrying amount | 726 | $ 66,900 | 56,413 | |||
5.00% Convertible Notes Due 2026 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 5% | 5% | ||||
Outstanding principal | 67,634 | 0 | ||||
Unamortized debt premium | 5,408 | $ 6,000 | 0 | |||
Unamortized debt discount | (34,267) | 0 | ||||
Unamortized debt issuance | (2,673) | 0 | ||||
Net carrying amount | $ 36,102 | $ 66,900 | $ 0 |
CONVERTIBLE NOTES - 2.50% Notes
CONVERTIBLE NOTES - 2.50% Notes (Narrative) (Details) $ / shares in Units, shares in Millions | 1 Months Ended | 7 Months Ended | 12 Months Ended | ||||||||||||
Jun. 09, 2023 USD ($) $ / shares shares | Apr. 21, 2023 USD ($) | Mar. 13, 2023 | Apr. 04, 2018 USD ($) | Aug. 31, 2023 | Jun. 30, 2023 USD ($) shares | Mar. 31, 2023 USD ($) | Aug. 31, 2022 USD ($) $ / shares | Mar. 31, 2018 USD ($) | Mar. 31, 2022 USD ($) shares | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Oct. 18, 2023 $ / shares | Aug. 15, 2022 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||||
Capital contribution from related-party in connection with exchange transaction | $ 29,847,000 | ||||||||||||||
Outstanding notes | Lender | Ad Hoc Noteholder Group | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Risk concentration (as a percent) | 85% | 85% | |||||||||||||
August 2022 Exchange Transaction | Jack W. Schuler Living Trust | Embedded Warrant | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Warrants fair value | $ 3,800,000 | ||||||||||||||
Convertible Notes | Exchange Agreement | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Gain on extinguishment of debt | $ (6,499,000) | 3,565,000 | $ 4,916,000 | ||||||||||||
Senior Notes | June 2023 Exchange Transaction | Affiliated Entity | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Shares issued (in shares) | shares | 3.4 | ||||||||||||||
2.50% Convertible Notes due 2023 | Convertible Notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Aggregate principal amount | $ 10,000,000 | $ 150,000,000 | |||||||||||||
Interest rate | 2.50% | 2.50% | |||||||||||||
Over-allotment option, term | 13 days | ||||||||||||||
Over-allotment option | $ 22,500,000 | ||||||||||||||
Additional proceeds | $ 21,500,000 | ||||||||||||||
Proceeds from issuance of 5.00% Notes | $ 171,500,000 | ||||||||||||||
Contractual term | 5 years | ||||||||||||||
Reacquisition costs | 200,000 | 900,000 | |||||||||||||
Gain on extinguishment of debt | 3,600,000 | $ 4,900,000 | |||||||||||||
Total convertible notes | 66,900,000 | 726,000 | 56,413,000 | ||||||||||||
2.50% Convertible Notes due 2023 | Convertible Notes | Exchange Agreement | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Aggregate principal amount exchanged | $ 65,000,000 | ||||||||||||||
Shares issued (in shares) | shares | 1.7 | ||||||||||||||
2.50% Convertible Notes due 2023 | Convertible Notes | August 2022 Exchange Transaction | Jack W. Schuler Living Trust | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Aggregate principal amount exchanged | $ 49,900,000 | ||||||||||||||
2.50% Convertible Notes due 2023 | Convertible Notes | June 2023 Exchange Transaction | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Aggregate principal amount exchanged | $ 55,900,000 | ||||||||||||||
Gain on extinguishment of debt | (6,600,000) | ||||||||||||||
2.50% Convertible Notes due 2023 | Senior Notes | Affiliated Entity | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Total convertible notes | 700,000 | ||||||||||||||
2.50% Convertible Notes due 2023 | Senior Notes | August 2022 Exchange Transaction | Jack W. Schuler Living Trust | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Fair value | $ 16,000,000 | ||||||||||||||
2.50% Convertible Notes due 2023 | Secured Debt | August 2022 Exchange Transaction | Jack W. Schuler Living Trust | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Capital contribution from related-party in connection with exchange transaction | 29,800,000 | ||||||||||||||
Five Point Zero Percent Secured Promissory Note | Senior Notes | Affiliated Entity | Jack W. Schuler Living Trust | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Shares issued (in shares) | shares | 3.4 | ||||||||||||||
Gain on extinguishment of debt | $ (6,100,000) | ||||||||||||||
Initial conversion price (in dollars per share) | $ / shares | $ 10.60 | ||||||||||||||
Five Point Zero Percent Secured Promissory Note | Senior Notes | August 2022 Exchange Transaction | Affiliated Entity | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Initial conversion price (in dollars per share) | $ / shares | $ 21.20 | ||||||||||||||
Five Point Zero Percent Secured Promissory Note | Senior Notes | August 2022 Exchange Transaction | Affiliated Entity | Jack W. Schuler Living Trust | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Aggregate principal amount exchanged | $ 34,900,000 | $ 34,900,000 | |||||||||||||
Fair value | 16,000,000 | ||||||||||||||
Total convertible notes | 16,858,000 | ||||||||||||||
Forbearance Agreement | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Default indebtedness outstanding | $ 15,000,000 | ||||||||||||||
Default forbearance premium | $ 0.005 | ||||||||||||||
Forbearance Agreement | Ad Hoc Noteholder Group | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Forbearance premium | 200,000 | ||||||||||||||
5.00% Convertible Notes Due 2026 | Convertible Notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate | 5% | 5% | |||||||||||||
Contractual term | 3 years 6 months | ||||||||||||||
Gain on extinguishment of debt | $ 14,100,000 | ||||||||||||||
Initial conversion price (in dollars per share) | $ / shares | $ 7.20 | ||||||||||||||
Conversion ratio | 0.13888889 | 0.13888889 | 0.13888889 | ||||||||||||
Total convertible notes | $ 66,900,000 | $ 36,102,000 | $ 0 | ||||||||||||
5.00% Convertible Notes Due 2026 | Convertible Notes | June 2023 Exchange Transaction | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Aggregate principal amount | 10,000,000 | ||||||||||||||
Aggregate principal amount exchanged | $ 56,900,000 |
CONVERTIBLE NOTES - Restructuri
CONVERTIBLE NOTES - Restructuring Support Agreement and June 2023 Exchange Transactions (Narrative) (Details) - USD ($) shares in Millions | 1 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2023 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 09, 2023 | Mar. 13, 2023 | Mar. 31, 2018 | |
Debt Instrument [Line Items] | ||||||||
Accrued interest, related-party | $ 0 | $ 663,000 | ||||||
Affiliated Entity | Jack W. Schuler Living Trust | Restructuring Support Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Public offering backstop | $ 10,000,000 | $ 10,000,000 | ||||||
Aggregate purchase price | 10,000,000 | |||||||
Affiliated Entity | Jack W. Schuler Living Trust | March 2022 Securities Purchase Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Agreement to purchase shares (in shares) | 0.5 | |||||||
Affiliated Entity | Jack W. Schuler Living Trust | Private Placement | March 2022 Securities Purchase Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Agreement to purchase shares (in shares) | 0.2 | |||||||
Proceeds from issuance of common stock to related party | $ 4,000,000 | $ 4,000,000 | ||||||
Aggregate purchase price | $ 4,000,000 | |||||||
Affiliated Entity | Common Shares | Jack W. Schuler Living Trust | Restructuring Support Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate purchase price | 10,000,000 | |||||||
2.50% Convertible Notes due 2023 | Convertible Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 2.50% | 2.50% | ||||||
Accrued interest, related-party | $ 1,000,000 | |||||||
Aggregate principal amount | $ 10,000,000 | $ 150,000,000 | ||||||
Loss on extinguishment | $ (3,600,000) | $ (4,900,000) | ||||||
5.00% Convertible Notes Due 2026 | Convertible Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 5% | 5% | ||||||
Loss on extinguishment | $ (14,100,000) | |||||||
June 2023 Exchange Transaction | Senior Notes | Series A Preferred Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Shares issued (in shares) | 0.4 | |||||||
June 2023 Exchange Transaction | Senior Notes | Affiliated Entity | ||||||||
Debt Instrument [Line Items] | ||||||||
Shares issued (in shares) | 3.4 | |||||||
June 2023 Exchange Transaction | 2.50% Convertible Notes due 2023 | Convertible Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount exchanged | $ 55,900,000 | |||||||
Accrued interest, related-party | 1,000,000 | |||||||
Loss on extinguishment | $ 6,600,000 | |||||||
June 2023 Exchange Transaction | 5.00% Convertible Notes Due 2026 | Convertible Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount exchanged | 56,900,000 | |||||||
Aggregate principal amount | $ 10,000,000 |
CONVERTIBLE NOTES - 5.00% Notes
CONVERTIBLE NOTES - 5.00% Notes (Narrative) (Details) $ / shares in Units, loan in Millions | 1 Months Ended | 12 Months Ended | ||||||||||
Dec. 15, 2023 USD ($) | Jun. 09, 2023 USD ($) | Oct. 31, 2023 USD ($) shares | Aug. 31, 2023 USD ($) shares | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) loan | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Oct. 18, 2023 $ / shares | Mar. 13, 2023 | Apr. 04, 2018 | Mar. 31, 2018 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||
2.50% Notes extinguished in connection with exchange transaction | $ 0 | $ 49,624,000 | $ 0 | |||||||||
Paid-in-kind interest | 1,718,000 | 0 | 0 | |||||||||
Equity Option | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Derivative liability | $ 38,200,000 | 0 | 0 | |||||||||
5.00% Convertible Notes Due 2026 | Convertible Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 5% | 5% | ||||||||||
Total convertible notes | $ 66,900,000 | $ 36,102,000 | 0 | |||||||||
Conversion ratio | 0.13888889 | 0.13888889 | 0.13888889 | |||||||||
Initial conversion price (in dollars per share) | $ / shares | $ 7.20 | |||||||||||
Conversion price premium percent | 50% | |||||||||||
Debt instrument, convertible, number of equity instruments | loan | 9.4 | |||||||||||
Payments of debt issuance costs | $ 3,000,000 | |||||||||||
Contractual term | 3 years 6 months | |||||||||||
Effective interest rate | 27.30% | |||||||||||
Gain on extinguishment of debt | $ 14,100,000 | |||||||||||
Unamortized debt premium | $ 6,000,000 | $ 5,408,000 | 0 | |||||||||
Paid-in-kind interest | $ 1,700,000 | |||||||||||
Accrued interest | 100,000 | |||||||||||
5.00% Convertible Notes Due 2026 | Convertible Notes | Level 3 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Fair value | $ 38,200,000 | 50,800,000 | ||||||||||
5.00% Convertible Notes Due 2026 | Convertible Notes | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Initial conversion price (in dollars per share) | $ / shares | $ 8.30 | |||||||||||
2.50% Convertible Notes due 2023 | Convertible Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 2.50% | 2.50% | ||||||||||
Aggregate principal amount | 10,000,000 | $ 150,000,000 | ||||||||||
Total convertible notes | 66,900,000 | 726,000 | 56,413,000 | |||||||||
Contractual term | 5 years | |||||||||||
Gain on extinguishment of debt | $ 3,600,000 | $ 4,900,000 | ||||||||||
June 2023 Exchange Transaction | 5.00% Convertible Notes Due 2026 | Convertible Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Aggregate principal amount exchanged | 56,900,000 | |||||||||||
Aggregate principal amount | 10,000,000 | |||||||||||
June 2023 Exchange Transaction | 2.50% Convertible Notes due 2023 | Convertible Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Aggregate principal amount exchanged | $ 55,900,000 | |||||||||||
Gain on extinguishment of debt | (6,600,000) | |||||||||||
August 2023 Conversions | 5.00% Convertible Notes Due 2026 | Convertible Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Aggregate principal amount exchanged | $ 700,000 | |||||||||||
Fair value | $ 400,000 | |||||||||||
Shares issued (in shares) | shares | 94,000 | |||||||||||
2.50% Notes extinguished in connection with exchange transaction | $ 300,000 | |||||||||||
Gain on extinguishment of debt | $ 100,000 | |||||||||||
October 2023 Conversions | 5.00% Convertible Notes Due 2026 | Convertible Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Aggregate principal amount exchanged | $ 300,000 | |||||||||||
Shares issued (in shares) | shares | 39,000 | |||||||||||
2.50% Notes extinguished in connection with exchange transaction | $ 100,000 |
CONVERTIBLE NOTES - Schedule _5
CONVERTIBLE NOTES - Schedule of Derivative Financial Instrument Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Reduction as a result of conversion of 5.00% Notes | $ (380) | $ 0 | $ 0 |
Equity Option | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Beginning balance | 0 | ||
Initial measurement | 38,160 | ||
Reduction as a result of conversion of 5.00% Notes | (380) | ||
Change in value - gain | (10,872) | ||
Reclassification to contributed capital | (26,908) | ||
Ending balance | $ 0 | $ 0 |
CONVERTIBLE NOTES - Schedule _6
CONVERTIBLE NOTES - Schedule of Significant Assumptions and Inputs Used to Estimate the Fair Value of Convertible Notes (Details) - 5.00% Convertible Notes Due 2026 - Convertible Notes | Dec. 31, 2023 | Jun. 09, 2023 |
Coupon rate | ||
Debt Instrument [Line Items] | ||
Debt instrument, measurement input | 0.0500 | 0.0500 |
Term (years) | ||
Debt Instrument [Line Items] | ||
Debt instrument, measurement input | 3 | 3.5 |
Volatility | ||
Debt Instrument [Line Items] | ||
Debt instrument, measurement input | 0.5500 | 0.5500 |
Risk-free rate | ||
Debt Instrument [Line Items] | ||
Debt instrument, measurement input | 0.0402 | 0.0415 |
Discount yield | ||
Debt Instrument [Line Items] | ||
Debt instrument, measurement input | 0.2500 | 0.2500 |
Discount factor | ||
Debt Instrument [Line Items] | ||
Debt instrument, measurement input | 0.5000 | 0.4400 |
CONVERTIBLE NOTES - Fair Value
CONVERTIBLE NOTES - Fair Value of Conversion Option (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Jun. 30, 2023 | Jun. 09, 2023 | |
Equity Option | |||
Debt Instrument [Line Items] | |||
Reclassification to contributed capital | $ 26,908 | ||
5.00% Convertible Notes Due 2026 | Convertible Notes | |||
Debt Instrument [Line Items] | |||
Interest rate | 5% | 5% |
CONVERTIBLE NOTES - Schedule _7
CONVERTIBLE NOTES - Schedule of Significant Assumptions and Inputs Used to Estimate the Fair Value of Conversion Option (Details) | Oct. 17, 2023 | Jun. 09, 2023 |
Stock price | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input | 5.94 | 7.40 |
Measurement Input, Conversion Price | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input | 7.20 | 7.20 |
Measurement Input, Conversion Cap Price | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input | 8.30 | 8.30 |
Term (years) | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input | 3.2 | 3.5 |
Measurement Input, Time To Call | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input | 1.7 | 2 |
Volatility | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input | 0.5500 | 0.5500 |
Risk-free rate | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input | 0.0500 | 0.0415 |
Discount yield | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input | 0.2500 | 0.2500 |
RELATED PARTY TRANSACTIONS - Ma
RELATED PARTY TRANSACTIONS - March 2022 Securities Purchase Agreement (Narrative) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 1 Months Ended | |||
Jun. 09, 2023 | Jun. 30, 2023 | Mar. 31, 2022 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | ||||
Share price (in dollars per share) | $ 7.40 | $ 4 | ||
Jack W. Schuler Living Trust | March 2022 Securities Purchase Agreement | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Agreement to purchase shares (in shares) | 0.5 | |||
Jack W. Schuler Living Trust | March 2022 Securities Purchase Agreement | Affiliated Entity | Private Placement | ||||
Related Party Transaction [Line Items] | ||||
Agreement to purchase shares (in shares) | 0.2 | |||
Purchase price (in usd per share) | $ 8.20 | $ 16.40 | ||
Aggregate purchase price | $ 4 | |||
Issuance of stock (in shares) | 0.5 | |||
Stock issued | $ 1.8 | |||
Proceeds from issuance of common stock to related party | $ 4 | $ 4 | ||
Jack W. Schuler Living Trust | March 2022 Securities Purchase Agreement | Affiliated Entity | Private Placement | Freestanding Equity | ||||
Related Party Transaction [Line Items] | ||||
Issuance of stock (in shares) | 0.2 |
RELATED PARTY TRANSACTIONS - Au
RELATED PARTY TRANSACTIONS - August 2022 Exchange Agreement (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Aug. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2023 | Jun. 09, 2023 | Mar. 13, 2023 | Aug. 15, 2022 | Mar. 31, 2018 | |
Related Party Transaction [Line Items] | |||||||||
2.50% Notes extinguished in connection with exchange transaction | $ 0 | $ 49,624 | $ 0 | ||||||
Capital contribution from related-party in connection with exchange transaction | 29,847 | ||||||||
Accrued interest expense | 0 | 663 | |||||||
Convertible Notes | |||||||||
Related Party Transaction [Line Items] | |||||||||
Contractual coupon interest | 2,425 | 1,794 | $ 3,934 | ||||||
2.50% Convertible Notes due 2023 | Convertible Notes | |||||||||
Related Party Transaction [Line Items] | |||||||||
Interest rate | 2.50% | 2.50% | |||||||
Net carrying amount | 726 | 56,413 | $ 66,900 | ||||||
Accrued interest expense | $ 1,000 | ||||||||
2.50% Convertible Notes due 2023 | Senior Notes | Affiliated Entity | |||||||||
Related Party Transaction [Line Items] | |||||||||
Net carrying amount | 700 | ||||||||
August 2022 Exchange Agreement | Jack W. Schuler Living Trust | Embedded Warrant | |||||||||
Related Party Transaction [Line Items] | |||||||||
Warrants fair value | $ 3,800 | ||||||||
August 2022 Exchange Agreement | Senior Notes | Affiliated Entity | Jack W. Schuler Living Trust | |||||||||
Related Party Transaction [Line Items] | |||||||||
Contractual coupon interest | 700 | ||||||||
Amortization of debt discount | 800 | ||||||||
Net carrying amount | 0 | 16,900 | |||||||
Accrued interest expense | 700 | ||||||||
August 2022 Exchange Agreement | 2.50% Convertible Notes due 2023 | Senior Notes | Jack W. Schuler Living Trust | |||||||||
Related Party Transaction [Line Items] | |||||||||
Fair value | 16,000 | ||||||||
August 2022 Exchange Agreement | 2.50% Convertible Notes due 2023 | Secured Debt | Jack W. Schuler Living Trust | |||||||||
Related Party Transaction [Line Items] | |||||||||
2.50% Notes extinguished in connection with exchange transaction | 49,600 | ||||||||
Capital contribution from related-party in connection with exchange transaction | $ 29,800 | ||||||||
August 2022 Exchange Transaction | Jack W. Schuler Living Trust | Embedded Warrant | |||||||||
Related Party Transaction [Line Items] | |||||||||
Warrants fair value | $ 3,800 | ||||||||
August 2022 Exchange Transaction | 2.50% Convertible Notes due 2023 | Convertible Notes | Jack W. Schuler Living Trust | |||||||||
Related Party Transaction [Line Items] | |||||||||
Aggregate principal amount exchanged | 49,900 | ||||||||
August 2022 Exchange Transaction | 2.50% Convertible Notes due 2023 | Senior Notes | Jack W. Schuler Living Trust | |||||||||
Related Party Transaction [Line Items] | |||||||||
Fair value | $ 16,000 | ||||||||
August 2022 Exchange Transaction | 2.50% Convertible Notes due 2023 | Secured Debt | Jack W. Schuler Living Trust | |||||||||
Related Party Transaction [Line Items] | |||||||||
Capital contribution from related-party in connection with exchange transaction | $ 29,800 |
RELATED PARTY TRANSACTIONS - Sc
RELATED PARTY TRANSACTIONS - Schedule of Carrying Value of the Secured Notes (Details) - Jack W. Schuler Living Trust - August 2022 Exchange Transaction - Senior Notes - Affiliated Entity - Five Point Zero Percent Secured Promissory Note - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Outstanding principal | $ 0 | $ 34,934,000 |
Unamortized debt issuance discount | (18,076,000) | |
Net carrying amount | $ 16,858,000 |
RELATED PARTY TRANSACTIONS - Wa
RELATED PARTY TRANSACTIONS - Warrant (Narrative) (Details) - USD ($) $ in Millions | 1 Months Ended | |
Aug. 31, 2022 | Aug. 15, 2022 | |
Embedded Warrant | August 2022 Exchange Agreement | Jack W. Schuler Living Trust | ||
Class of Warrant or Right [Line Items] | ||
Warrants fair value | $ 3.8 | |
Embedded Warrant | August 2022 Exchange Transaction | Jack W. Schuler Living Trust | ||
Class of Warrant or Right [Line Items] | ||
Warrants fair value | $ 3.8 | |
Embeded Warrant | August 2022 Exchange Transaction | Affiliated Entity | Jack W. Schuler Living Trust | ||
Class of Warrant or Right [Line Items] | ||
Warrants or options issued (in shares) | 247,171 |
RELATED PARTY TRANSACTIONS - Co
RELATED PARTY TRANSACTIONS - Conversion of Series A Preferred Stock to Common Stock (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||
Preferred shares, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred shares, shares outstanding (in shares) | 0 | 3,954,546 | |
Jack W. Schuler Living Trust | Affiliated Entity | Series A Preferred Stock | |||
Related Party Transaction [Line Items] | |||
Agreement to purchase preferred shares (in shares) | 4,000,000 | ||
Share price (in dollars per share) | $ 7.70 | ||
Aggregate purchase price | $ 30.5 | ||
Conversion of stock, shares converted (in shares) | 4,000,000 | ||
Preferred shares, shares outstanding (in shares) | 0 | ||
Jack W. Schuler Living Trust | Affiliated Entity | Common Shares | |||
Related Party Transaction [Line Items] | |||
Conversion of stock, shares issued (in shares) | 400,000 |
RELATED PARTY TRANSACTIONS - Se
RELATED PARTY TRANSACTIONS - Secured Note Amendment and Exchange (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 12 Months Ended | ||||
Jun. 09, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 31, 2022 | |
Debt Instrument [Line Items] | |||||
Share price (in dollars per share) | $ 7.40 | $ 4 | |||
2.50% Notes extinguished in connection with exchange transaction | $ 0 | $ 49,624 | $ 0 | ||
Five Point Zero Percent Secured Promissory Note | Senior Notes | Affiliated Entity | August 2022 Exchange Transaction | |||||
Debt Instrument [Line Items] | |||||
Initial conversion price (in dollars per share) | $ 21.20 | ||||
Jack W. Schuler Living Trust | Five Point Zero Percent Secured Promissory Note | Senior Notes | Affiliated Entity | |||||
Debt Instrument [Line Items] | |||||
Initial conversion price (in dollars per share) | $ 10.60 | ||||
Shares issued (in shares) | 3.4 | ||||
2.50% Notes extinguished in connection with exchange transaction | $ 25,400 | ||||
Extinguishment of debt | 19,300 | ||||
Loss on extinguishment | $ 6,100 |
RELATED PARTY TRANSACTIONS - _2
RELATED PARTY TRANSACTIONS - Schuler Purchase Obligation (Narrative) (Details) | 12 Months Ended | |||||||
Jan. 23, 2024 USD ($) | Jun. 09, 2023 USD ($) $ / shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | May 31, 2024 USD ($) | Jan. 31, 2024 USD ($) | Jun. 30, 2023 USD ($) $ / shares shares | |
Related Party Transaction [Line Items] | ||||||||
Gain on fair value adjustment | $ 12,955,000 | $ 0 | $ 0 | |||||
Obligation probability | ||||||||
Related Party Transaction [Line Items] | ||||||||
Alternative investment, measurement input | $ / shares | 1 | 0.75 | ||||||
Public Offering | Subsequent Event | ||||||||
Related Party Transaction [Line Items] | ||||||||
Gross proceeds | $ 10,300,000 | |||||||
Schuler Purchase Obligation | Shares to the Public | ||||||||
Related Party Transaction [Line Items] | ||||||||
Public offering purchase | $ 10,000,000 | |||||||
Jack W. Schuler Living Trust | Affiliated Entity | Five Point Zero Percent Secured Promissory Note | Senior Notes | ||||||||
Related Party Transaction [Line Items] | ||||||||
(Loss) gain on extinguishment of debt | $ (6,100,000) | |||||||
Alternative investment | $ 3,400,000 | |||||||
Jack W. Schuler Living Trust | Schuler Purchase Obligation | Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
(Loss) gain on extinguishment of debt | (1,300,000) | |||||||
Jack W. Schuler Living Trust | Schuler Purchase Obligation | Affiliated Entity | Public Offering | ||||||||
Related Party Transaction [Line Items] | ||||||||
Aggregate purchase price | 10,000,000 | |||||||
Public offering backstop | 10,000,000 | |||||||
Gain on fair value adjustment | $ 2,100,000 | |||||||
Jack W. Schuler Living Trust | Schuler Purchase Obligation | Affiliated Entity | Public Offering | Forecast | ||||||||
Related Party Transaction [Line Items] | ||||||||
Aggregate purchase price | $ 2,700,000 | |||||||
Jack W. Schuler Living Trust | Schuler Purchase Obligation | Affiliated Entity | Public Offering | Triggering Event One | ||||||||
Related Party Transaction [Line Items] | ||||||||
Aggregate purchase price | $ 10,000,000 | |||||||
Jack W. Schuler Living Trust | Schuler Purchase Obligation | Affiliated Entity | Public Offering | Subsequent Event | ||||||||
Related Party Transaction [Line Items] | ||||||||
Aggregate purchase price | $ 2,000,000 | |||||||
Jack W. Schuler Living Trust | Schuler Purchase Obligation | Affiliated Entity | Shares to the Public | ||||||||
Related Party Transaction [Line Items] | ||||||||
Public offering purchase (in shares) | shares | 10,000,000 | |||||||
Jack W. Schuler Living Trust | Schuler Purchase Obligation | Affiliated Entity | Common Shares | Public Offering | ||||||||
Related Party Transaction [Line Items] | ||||||||
Agreement to purchase shares (in shares) | shares | 1,400,000 | |||||||
Purchase price (in usd per share) | $ / shares | $ 7.20 | |||||||
Jack W. Schuler Living Trust | Schuler Purchase Obligation | Affiliated Entity | Common Shares | Public Offering | Triggering Event One | ||||||||
Related Party Transaction [Line Items] | ||||||||
Agreement to purchase shares (in shares) | shares | 2,000,000 | |||||||
Jack W. Schuler Living Trust | Schuler Purchase Obligation | Affiliated Entity | Common Shares | Shares to the Public | ||||||||
Related Party Transaction [Line Items] | ||||||||
Maximum purchase (in shares) | $ 10,000,000 |
RELATED PARTY TRANSACTIONS - _3
RELATED PARTY TRANSACTIONS - Schedule of Significant Assumptions and Inputs Used to Estimate the Fair Value of the Schuler Purchase Obligation (Details) - $ / shares | Dec. 31, 2023 | Jun. 09, 2023 |
Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative investment, measurement input | 3.92 | 7.40 |
Exercise price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative investment, measurement input | 7.20 | 7.20 |
Term (years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative investment, measurement input | 0.13 | 0.52 |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative investment, measurement input | 0.5500 | 0.5500 |
Risk-free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative investment, measurement input | 0.0555 | 0.0538 |
Fixed commitment purchase price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative investment, measurement input | 10,000,000 | 10,000,000 |
Number of Shares | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative investment, measurement input | 1,387,949 | 1,387,949 |
Obligation probability | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative investment, measurement input | 0.75 | 1 |
LOSS PER SHARE - Schedule of Po
LOSS PER SHARE - Schedule of Potentially Issuable Common Shares Excluded from Computation of Diluted Net Loss Per Share (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive common stock instruments outstanding (shares) | 1,856 | 1,223 | 928 |
Shares issuable upon the release of RSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive common stock instruments outstanding (shares) | 1,239 | 435 | 209 |
Shares issuable upon exercise of stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive common stock instruments outstanding (shares) | 370 | 541 | 719 |
Shares issuable upon the exercise of the Warrant | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive common stock instruments outstanding (shares) | 247 | 247 | 0 |
LOSS PER SHARE - Narrative (Det
LOSS PER SHARE - Narrative (Details) $ / shares in Units, loan in Millions | 1 Months Ended | 12 Months Ended | ||||
Jun. 09, 2023 | Aug. 31, 2023 | Jun. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2023 loan shares | Mar. 13, 2023 | Mar. 31, 2018 | |
Schuler Purchase Obligation | Jack W. Schuler Living Trust | Affiliated Entity | Public Offering | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate purchase price | $ | $ 10,000,000 | |||||
Public offering backstop | $ | 10,000,000 | |||||
Schuler Purchase Obligation | Jack W. Schuler Living Trust | Affiliated Entity | Public Offering | Triggering Event One | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate purchase price | $ | $ 10,000,000 | |||||
Schuler Purchase Obligation | Jack W. Schuler Living Trust | Affiliated Entity | Shares to the Public | ||||||
Debt Instrument [Line Items] | ||||||
Public offering purchase (in shares) | shares | 10,000,000 | |||||
Schuler Purchase Obligation | Jack W. Schuler Living Trust | Affiliated Entity | Common Shares | Public Offering | ||||||
Debt Instrument [Line Items] | ||||||
Agreement to purchase shares (in shares) | shares | 1,400,000 | |||||
Purchase price (in usd per share) | $ / shares | $ 7.20 | |||||
Schuler Purchase Obligation | Jack W. Schuler Living Trust | Affiliated Entity | Common Shares | Public Offering | Triggering Event One | ||||||
Debt Instrument [Line Items] | ||||||
Agreement to purchase shares (in shares) | shares | 2,000,000 | |||||
2.50% Convertible Notes due 2023 | Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 2.50% | 2.50% | ||||
5.00% Convertible Notes Due 2026 | Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 5% | 5% | ||||
Conversion ratio | 0.13888889 | 0.13888889 | 0.13888889 | |||
Debt instrument, convertible, number of equity instruments | loan | 9.4 |
EQUITY-BASED COMPENSATION - 202
EQUITY-BASED COMPENSATION - 2022 Omnibus Equity Incentive Plan (Narrative) (Details) | 12 Months Ended | |
Dec. 31, 2023 plan shares | May 31, 2022 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of equity based compensation plans | plan | 1 | |
2012 Omnibus Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Contractual life | 10 years | |
2012 Omnibus Equity Incentive Plan | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 5 years | |
2022 Omnibus Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options available (in shares) | 3,400,000 | 600,000 |
Additional shares authorized (in shares) | 1,600,000 | |
2022 Omnibus Equity Incentive Plan | Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Contractual life | 10 years | |
2022 Omnibus Equity Incentive Plan | RSU's | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 5 years | |
2022 Omnibus Equity Incentive Plan | Stock options and RSU's | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options available (in shares) | 1,300,000 |
EQUITY-BASED COMPENSATION - Sch
EQUITY-BASED COMPENSATION - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Shares | |||
Outstanding, beginning balance (in shares) | 540,732 | 719,066 | |
Granted (in shares) | 10,000 | 14,000 | |
Forfeited (in shares) | (11,927) | (20,806) | |
Exercised (in shares) | 0 | (610) | |
Expired (in shares) | (168,966) | (170,918) | |
Outstanding, ending balance (in shares) | 369,839 | 540,732 | 719,066 |
Exercisable, ending balance (in shares) | 311,930 | ||
Weighted Average Exercise Price per Share | |||
Outstanding, beginning balance (in dollars per share) | $ 146.03 | $ 138.91 | |
Granted (in dollars per share) | 5.10 | 30.47 | |
Forfeited (in dollars per share) | 81.01 | 125.54 | |
Exercised (in dollars per share) | 0 | 10.40 | |
Expired (in dollars per share) | 137.08 | 109.61 | |
Outstanding, ending balance (in dollars per share) | 148.40 | $ 146.03 | $ 138.91 |
Exercisable, ending balance ( in dollars per share) | $ 161.35 | ||
Proceeds from exercise of options | $ 0 | $ 7 | $ 1,620 |
Intrinsic value of options exercised | 0 | 0 | 3,300 |
Fair value of shares vesting | $ 5,200 | $ 7,200 | $ 11,100 |
EQUITY-BASED COMPENSATION - S_2
EQUITY-BASED COMPENSATION - Schedule of Estimated Fair Value of Options Awarded (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |||
Expected term (in years) | 6 years 3 months 18 days | 6 years 3 months 18 days | 5 years 9 months 14 days |
Volatility | 88% | 66% | 65% |
Expected dividends | $ 0 | $ 0 | $ 0 |
Risk free interest rates | 4% | 2.10% | 1.10% |
Estimated forfeitures | 0% | 0% | 0% |
Weighted average fair value (in dollars per share) | $ 3.89 | $ 1.88 | $ 4.09 |
EQUITY-BASED COMPENSATION - S_3
EQUITY-BASED COMPENSATION - Schedule of Options Outstanding and Options Exercisable (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Jun. 09, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Options Outstanding | ||||
Number of options (in shares) | 369,839 | 540,732 | 719,066 | |
Weighted average remaining contractual term (in years) | 4 years 9 months 29 days | |||
Weighted average exercise price (in dollars per share) | $ 148.40 | $ 146.03 | $ 138.91 | |
Weighted average fair value (in dollars per share) | $ 90.38 | |||
Aggregate intrinsic value | $ 0 | |||
Options Exercisable | ||||
Number of options (in shares) | 311,930 | |||
Weighted average remaining contractual term (in years) | 4 years 7 months 24 days | |||
Weighted average exercise price (in dollars per share) | $ 161.35 | |||
Weighted average fair value (in dollars per share) | $ 97.42 | |||
Aggregate intrinsic value | $ 0 | |||
Share price (in dollars per share) | $ 4 | $ 7.40 |
EQUITY-BASED COMPENSATION - S_4
EQUITY-BASED COMPENSATION - Schedule of RSU Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
RSU's | |||
Number of Shares | |||
Beginning balance (in shares) | 435,488 | 208,926 | |
Granted (in shares) | 1,305,220 | 422,690 | |
Forfeited (in shares) | (128,588) | (66,175) | |
Vested/released (in shares) | (372,684) | (129,953) | |
Ending balance (in shares) | 1,239,436 | 435,488 | 208,926 |
Weighted Average Grant Date Fair Value per Share | |||
Beginning balance (in dollars per share) | $ 42.91 | $ 107.77 | |
Granted (in dollars per share) | 7.14 | 15.29 | |
Forfeited (in dollars per share) | 35.73 | 82.81 | |
Vested/released (in dollars per share) | 32.39 | 37.02 | |
Ending balance (in dollars per share) | $ 9.15 | $ 42.91 | $ 107.77 |
Fair value of RSUs vested and released | $ 12.1 | $ 4.8 | $ 8.1 |
Stock options and RSU's | |||
Weighted Average Grant Date Fair Value per Share | |||
Granted (in dollars per share) | $ 7.14 | $ 15.29 | $ 112.38 |
EQUITY-BASED COMPENSATION - S_5
EQUITY-BASED COMPENSATION - Schedule of Weighted Average Fair Value of RSUs Awarded (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock options and RSU's | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average fair value (in dollars per share) | $ 7.14 | $ 15.29 | $ 112.38 |
EQUITY-BASED COMPENSATION - S_6
EQUITY-BASED COMPENSATION - Schedule of Expense and Tax Benefit Related to Share-Based Compensation (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation expense | $ 5,387,000 | $ 10,625,000 | $ 22,047,000 |
Recognized tax benefit | 0 | 0 | 0 |
Cost capitalized to inventory | 138,000 | 254,000 | 401,000 |
Performance-based Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation expense | 0 | 0 | 200,000 |
Performance-based RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation expense | 0 | 0 | 800,000 |
Cost of Sales | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation expense | 300,000 | 665,000 | 325,000 |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation expense | 1,396,000 | 1,419,000 | 4,102,000 |
Sales, general and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation expense | $ 3,691,000 | $ 8,541,000 | $ 17,620,000 |
EQUITY-BASED COMPENSATION - Nar
EQUITY-BASED COMPENSATION - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized equity-based compensation cost | $ 400,000 | ||
Total equity-based compensation expense | 5,387,000 | $ 10,625,000 | $ 22,047,000 |
RSU's | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized equity-based compensation cost | $ 6,600,000 | ||
Weighted-average period | 1 year 10 months 24 days | ||
Performance-based stock options, outstanding (in shares) | 1,239,436 | 435,488 | 208,926 |
Granted (in shares) | 1,305,220 | 422,690 | |
Performance-based stock options, forfeited (in shares) | 128,588 | 66,175 | |
Performance-based Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Contractual life | 10 years | ||
Expired (shares) | 9,000 | ||
Performance-based stock options, outstanding (in shares) | 0 | ||
Granted (in shares) | 0 | ||
Total equity-based compensation expense | $ 0 | $ 0 | $ 200,000 |
Performance-based Stock Options | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Performance-based Stock Options | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 2 years | ||
Performance-based RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance-based stock options, outstanding (in shares) | 0 | 27,778 | |
Granted (in shares) | 0 | ||
Total equity-based compensation expense | $ 0 | $ 0 | $ 800,000 |
Performance-based stock options, forfeited (in shares) | 10,330 | 17,448 | |
Performance-based RSUs | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Performance-based RSUs | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years |
INCOME TAXES - Schedule of Comp
INCOME TAXES - Schedule of Components of Pretax Loss from Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
U.S. Domestic | $ (54,784) | $ (54,099) | $ (68,131) |
Foreign | (5,984) | (8,471) | (9,526) |
Net loss before income taxes | $ (60,768) | $ (62,570) | $ (77,657) |
INCOME TAXES - Schedule of Co_2
INCOME TAXES - Schedule of Components of (Provision) Benefit for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | (54) | (19) | (18) |
Foreign | (796) | 96 | (27) |
Total benefit (provision) | (850) | 77 | (45) |
Deferred: | |||
Federal | 0 | 0 | 0 |
State | 0 | 0 | 0 |
Foreign | 0 | 0 | 0 |
Total deferred provision | 0 | 0 | 0 |
Total benefit (provision) | $ (850) | $ 77 | $ (45) |
INCOME TAXES - Schedule of Defe
INCOME TAXES - Schedule of Deferred Income Taxes Components (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 102,687 | $ 94,003 |
General business credit | 18,466 | 17,293 |
Stock options | 8,246 | 12,809 |
Intangible assets, definite-lived | 6,775 | 7,239 |
Section 174 research & development | 9,097 | 4,840 |
Inventory | 1,943 | 2,145 |
Operating lease liability | 379 | 568 |
Property & equipment | 224 | 137 |
Other | 608 | 310 |
Total deferred tax assets | 148,425 | 139,344 |
Valuation allowance | (140,104) | (138,710) |
Deferred tax assets | 8,321 | 634 |
Deferred tax liabilities: | ||
Debt amortization | (7,785) | (24) |
Right of use asset | (416) | (527) |
Finance lease liability | (120) | (83) |
Total deferred tax liabilities | (8,321) | (634) |
Net deferred taxes | $ 0 | |
Net deferred taxes | $ 0 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||
Jun. 09, 2023 | Apr. 21, 2023 | Jun. 30, 2023 | Aug. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 31, 2023 | Mar. 13, 2023 | Aug. 15, 2022 | Dec. 31, 2020 | Mar. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | ||||||||||||
Valuation allowance | $ 140,104,000 | $ 138,710,000 | ||||||||||
Change in valuation allowance | 1,400,000 | |||||||||||
Valuation allowance, increase in deferred tax expense | 7,800,000 | |||||||||||
Valuation allowance increase in Other Comprehensive Income | 400,000 | |||||||||||
Valuation allowance, decrease recorded to equity | 6,800,000 | |||||||||||
Capital contribution from related-party in connection with exchange transaction | 29,847,000 | |||||||||||
2.50% Notes extinguished in connection with exchange transaction | 0 | 49,624,000 | $ 0 | |||||||||
Accrued interest, related-party | 0 | 663,000 | ||||||||||
Debt discount, deferred tax liability | 7,785,000 | 24,000 | ||||||||||
Unrecognized tax benefits | 8,844,000 | 13,596,000 | 7,556,000 | $ 4,866,000 | ||||||||
Uncertain tax positions that would impact the effective tax rate | 600,000 | |||||||||||
Interest and penalties | 100,000 | 0 | 0 | |||||||||
Payments on accrued interest and penalties | 100,000 | 0 | 0 | |||||||||
R&D tax incentive | 1,122,000 | 0 | $ 1,100,000 | |||||||||
August 2022 Exchange Transaction | Jack W. Schuler Living Trust | Embedded Warrant | ||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||
Warrants fair value | $ 3,800,000 | |||||||||||
August 2022 Exchange Agreement | Jack W. Schuler Living Trust | Embedded Warrant | ||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||
Warrants fair value | $ 3,800,000 | |||||||||||
Convertible Notes | 2.50% Convertible Notes due 2023 | ||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||
Interest rate | 2.50% | 2.50% | ||||||||||
Accrued interest, related-party | $ 1,000,000 | |||||||||||
Aggregate principal amount | $ 10,000,000 | $ 150,000,000 | ||||||||||
Total convertible notes | $ 66,900,000 | 726,000 | 56,413,000 | |||||||||
Loss (gain) on extinguishment of debt | (3,600,000) | $ (4,900,000) | ||||||||||
Convertible Notes | 5.00% Convertible Notes Due 2026 | ||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||
Interest rate | 5% | 5% | ||||||||||
Total convertible notes | $ 66,900,000 | 36,102,000 | 0 | |||||||||
Loss (gain) on extinguishment of debt | (14,100,000) | |||||||||||
Embedded derivative and related debt discount | 38,200,000 | |||||||||||
Embedded derivative liability, deferred tax asset | 9,500,000 | |||||||||||
Debt discount, deferred tax liability | $ 9,500,000 | |||||||||||
Convertible Notes | August 2022 Exchange Transaction | 2.50% Convertible Notes due 2023 | Jack W. Schuler Living Trust | ||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||
Aggregate principal amount exchanged | 49,900,000 | |||||||||||
Convertible Notes | Restructuring Support Agreement | 2.50% Convertible Notes due 2023 | ||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||
Aggregate principal amount exchanged | $ 55,900,000 | |||||||||||
Accrued interest, related-party | 1,000,000 | |||||||||||
Convertible Notes | Restructuring Support Agreement | 5.00% Convertible Notes Due 2026 | ||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||
2.50% Notes extinguished in connection with exchange transaction | 56,900,000 | |||||||||||
Aggregate principal amount | 10,000,000 | |||||||||||
Senior Notes | 2.50% Convertible Notes due 2023 | Affiliated Entity | ||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||
Total convertible notes | 700,000 | |||||||||||
Senior Notes | Five Point Zero Percent Secured Promissory Note | Affiliated Entity | Jack W. Schuler Living Trust | ||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||
2.50% Notes extinguished in connection with exchange transaction | 25,400,000 | |||||||||||
Loss (gain) on extinguishment of debt | $ 6,100,000 | |||||||||||
Senior Notes | August 2022 Exchange Transaction | Five Point Zero Percent Secured Promissory Note | Affiliated Entity | Jack W. Schuler Living Trust | ||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||
Aggregate principal amount exchanged | $ 34,900,000 | 34,900,000 | ||||||||||
Total convertible notes | 16,858,000 | |||||||||||
Senior Notes | August 2022 Exchange Agreement | Affiliated Entity | Jack W. Schuler Living Trust | ||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||
Accrued interest, related-party | 700,000 | |||||||||||
Total convertible notes | 0 | 16,900,000 | ||||||||||
Secured Debt | August 2022 Exchange Transaction | 2.50% Convertible Notes due 2023 | Jack W. Schuler Living Trust | ||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||
Capital contribution from related-party in connection with exchange transaction | $ 29,800,000 | |||||||||||
Secured Debt | August 2022 Exchange Agreement | 2.50% Convertible Notes due 2023 | Jack W. Schuler Living Trust | ||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||
Capital contribution from related-party in connection with exchange transaction | 29,800,000 | |||||||||||
2.50% Notes extinguished in connection with exchange transaction | $ 49,600,000 | |||||||||||
Federal | ||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||
Operating loss carryforwards | 382,300,000 | |||||||||||
Operating loss carryforwards, subject to expiration | 156,900,000 | |||||||||||
Operating loss carryforwards, not subject to expiration | 225,400,000 | |||||||||||
Federal | R&D tax credits | ||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||
Tax credits | 15,400,000 | |||||||||||
State | ||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||
Operating loss carryforwards | 373,900,000 | |||||||||||
State | R&D tax credits | ||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||
Tax credits | $ 13,300,000 |
INCOME TAXES - Schedule of Effe
INCOME TAXES - Schedule of Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal statutory income tax rate | (21.00%) | (21.00%) | (21.00%) |
State taxes, net of federal tax benefit | (2.06%) | (2.55%) | (4.26%) |
Permanent and other differences | 2.91% | 1.74% | (9.01%) |
Debt restructuring | 3.48% | 0% | (1.31%) |
Change in tax rates | (0.36%) | 0.26% | 0.02% |
Return to provision adjustments | 1.50% | 0% | 0% |
Tax rate differential | (0.65%) | (0.52%) | 2.30% |
Unrecognized tax benefits | (0.17%) | 1.01% | 2.64% |
Nondeductible equity and other compensation | 7.75% | 5.44% | 1.72% |
Credit for increased research activities | (2.75%) | (2.80%) | (6.19%) |
Change in valuation allowance | 12.75% | 18.30% | 35.15% |
Effective tax rate | 1.40% | (0.12%) | 0.06% |
INCOME TAXES - Schedule of Unce
INCOME TAXES - Schedule of Uncertain Tax Positions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Uncertain Tax Positions | |||
Balance at beginning of year | $ 13,596 | $ 7,556 | $ 4,866 |
Increases for prior positions | 409 | 380 | 2,359 |
Decreases for prior positions | (5,859) | 0 | 0 |
Increases for current year positions | 698 | 5,660 | 1,746 |
Decreases due to settlements | 0 | (1,415) | |
Other increases | 0 | 0 | 0 |
Balance at end of year | $ 8,844 | $ 13,596 | $ 7,556 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Apr. 30, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Total commitment | $ 11.9 | $ 11.9 |
GEOGRAPHIC AND REVENUE DISAGG_3
GEOGRAPHIC AND REVENUE DISAGGREGATION - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Segment Reporting [Abstract] | |||
Number of operating segments | segment | 1 | ||
Concentration Risk [Line Items] | |||
Trade accounts receivable, net | $ 2,622 | $ 2,416 | |
Lease income | $ 1,500 | $ 1,400 | $ 1,900 |
Geographic Concentration | Outside the U.S. | Total Revenue | |||
Concentration Risk [Line Items] | |||
Risk concentration (as a percent) | 12% | 14% | 14% |
Geographic Concentration | Outside the U.S. | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Trade accounts receivable, net | $ 900 | $ 600 |
GEOGRAPHIC AND REVENUE DISAGG_4
GEOGRAPHIC AND REVENUE DISAGGREGATION - Schedule of Long-lived Assets (Details) - Property, Plant and Equipment - Geographic Concentration - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Geographic Areas, Long-Lived Assets [Abstract] | ||
Long-lived assets | $ 2,389 | $ 3,478 |
Domestic | ||
Geographic Areas, Long-Lived Assets [Abstract] | ||
Long-lived assets | 2,139 | 3,120 |
Foreign | ||
Geographic Areas, Long-Lived Assets [Abstract] | ||
Long-lived assets | $ 250 | $ 358 |
GEOGRAPHIC AND REVENUE DISAGG_5
GEOGRAPHIC AND REVENUE DISAGGREGATION - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 12,059 | $ 12,752 | $ 11,782 |
Accelerate instrument and consumable revenue | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 11,928 | 12,598 | 11,628 |
Other revenue | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 131 | 154 | 154 |
Products | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 10,609 | 11,107 | 10,430 |
Services | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 1,450 | 1,645 | 1,352 |
Domestic | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 10,611 | 10,921 | 10,121 |
Foreign | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 1,448 | $ 1,831 | $ 1,661 |
STOCKHOLDERS_ DEFICIT - At-The-
STOCKHOLDERS’ DEFICIT - At-The-Market Equity Sales Agreement (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | May 31, 2021 | |
Class of Stock [Line Items] | ||||
Net proceeds | $ 13.6 | |||
At-The-Market Equity Sales Agreement | ||||
Class of Stock [Line Items] | ||||
Aggregate offering price (of up) | $ 50 | |||
Commission percentage | 3% | |||
Sale of stock (in shares) | 0 | 0 | 200,000 | |
Net proceeds | $ 10.9 |
STOCKHOLDERS_ DEFICIT - August
STOCKHOLDERS’ DEFICIT - August 2022 Public Offering (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |
Aug. 23, 2022 | Aug. 31, 2022 | Dec. 31, 2023 | |
Class of Stock [Line Items] | |||
Net proceeds | $ 13.6 | ||
August 2022 Public Offering | |||
Class of Stock [Line Items] | |||
Public offering price ( in dollars per share) | $ 20 | ||
Net proceeds | $ 32.9 | ||
Common Shares | August 2022 Public Offering | |||
Class of Stock [Line Items] | |||
Sale of stock (in shares) | 1,800,000 |
STOCKHOLDERS_ DEFICIT - Treasur
STOCKHOLDERS’ DEFICIT - Treasury Stock (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2018 | Mar. 31, 2023 | Mar. 13, 2023 | Mar. 31, 2018 | |
Prepaid Forward | ||||
Debt Instrument [Line Items] | ||||
Funded prepaid forward | $ 45.1 | |||
Stock underlying the prepaid forward (in shares) | 185,850 | |||
Number of shares prepaid (in shares) | 185,850 | |||
2.50% Convertible Notes due 2023 | Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 2.50% | 2.50% |
SUBSEQUENT EVENTS - January 202
SUBSEQUENT EVENTS - January 2024 Unit Offering (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Jan. 23, 2024 | Dec. 31, 2023 | |
Subsequent Event [Line Items] | ||
Net proceeds | $ 13.6 | |
Subsequent Event | Public Offering | ||
Subsequent Event [Line Items] | ||
Sale of stock (in shares) | 6,900,000 | |
Public offering price ( in dollars per share) | $ 1.50 | |
Gross proceeds | $ 10.3 | |
Subsequent Event | Public Offering | Common Shares | ||
Subsequent Event [Line Items] | ||
New issues per offering unit (in shares) | 1 | |
Number of securities called by each warrants (in shares) | 1 | |
Subsequent Event | Public Offering | Common Shares | Certain Investors | ||
Subsequent Event [Line Items] | ||
Number of securities called by each warrants (in shares) | 1 | |
Subsequent Event | Public Offering | Shares issuable upon the exercise of the Warrant | ||
Subsequent Event [Line Items] | ||
New issues per offering unit (in shares) | 1 | |
Exercise price (dollars per share) | $ 1.65 | |
Subsequent Event | Public Offering | Shares issuable upon the exercise of the Warrant | Certain Investors | ||
Subsequent Event [Line Items] | ||
New issues per offering unit (in shares) | 1 | |
Subsequent Event | Public Offering | Pre-funded Warrant | ||
Subsequent Event [Line Items] | ||
Public offering price ( in dollars per share) | $ 1.49 | |
Exercise price (dollars per share) | $ 0.01 | |
Subsequent Event | Public Offering | Pre-funded Warrant | Certain Investors | ||
Subsequent Event [Line Items] | ||
New issues per offering unit (in shares) | 1 | |
Subsequent Event | Over-Allotment Option | ||
Subsequent Event [Line Items] | ||
Sale of stock (in shares) | 1,000,000 | |
Subsequent Event | Over-Allotment Option | Shares issuable upon the exercise of the Warrant | ||
Subsequent Event [Line Items] | ||
Sale of stock (in shares) | 36,003 | |
Subsequent Event | Private Placement | Schuler Purchase Obligation | Chief Executive Officer | ||
Subsequent Event [Line Items] | ||
Sale of stock (in shares) | 33,332 | |
Public offering price ( in dollars per share) | $ 1.50 | |
Subsequent Event | Private Placement | Schuler Purchase Obligation | Chief Financial Officer | ||
Subsequent Event [Line Items] | ||
Sale of stock (in shares) | 33,332 | |
Public offering price ( in dollars per share) | $ 1.50 | |
Subsequent Event | Private Placement | Schuler Purchase Obligation | Jack W. Schuler Living Trust | ||
Subsequent Event [Line Items] | ||
Sale of stock (in shares) | 1,200,000 | |
Public offering price ( in dollars per share) | $ 1.73 | |
Subsequent Event | Private Placement, Additional Units | Schuler Purchase Obligation | Jack W. Schuler Living Trust | ||
Subsequent Event [Line Items] | ||
Sale of stock (in shares) | 1,600,000 | |
Public offering price ( in dollars per share) | $ 1.73 | |
Gross proceeds | $ 4.7 |