Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 08, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Biora Therapeutics, Inc. | |
Entity Central Index Key | 0001580063 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 11,859,095 | |
Entity File Number | 001-39334 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-3950390 | |
Entity Address, Address Line One | 4330 La Jolla Village Drive | |
Entity Address, Address Line Two | Suite 300 | |
Entity Address, City or Town | San Diego | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92122 | |
City Area Code | 833 | |
Local Phone Number | 727-2841 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | BIOR | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 30,463 | $ 30,486 |
Income tax receivable | 828 | 828 |
Prepaid expenses and other current assets | 3,368 | 4,199 |
Current assets of disposal group held for sale | 2,509 | 2,603 |
Total current assets | 37,168 | 38,116 |
Property and equipment, net | 1,498 | 1,654 |
Right-of-use assets | 2,246 | 1,482 |
Other assets | 6,259 | 6,201 |
Goodwill | 6,072 | 6,072 |
Total assets | 53,243 | 53,525 |
Current liabilities: | ||
Accounts payable | 3,422 | 3,606 |
Accrued expenses and other current liabilities | 18,987 | 16,161 |
Warrant liabilities | 2,674 | 3,538 |
Total current liabilities | 25,083 | 23,305 |
Convertible notes, net of unamortized discount of $4,540 and $4,914 as of March 31, 2023 and December 31, 2022, respectively | 128,185 | 127,811 |
Other long-term liabilities | 4,973 | 4,696 |
Total liabilities | 158,241 | 155,812 |
Commitments and contingencies | ||
Stockholders' deficit: | ||
Common stock - $0.001 par value. 164,000,000 shares authorized;12,098,274 and 9,098,844 shares issued as of March 31, 2023 and December 31, 2022, repectively; 11,858,990 and 8,928,498 shares outstanding as of March 31,2023 and December 31,2022, respectively | 11 | 8 |
Additional paid-in capital | 758,353 | 743,626 |
Accumulated deficit | (844,284) | (826,843) |
Treasury stock - at cost; 239,284 and 170,346 as of March 31, 2023 and December 31, 2022, respectively | (19,078) | (19,078) |
Total stockholders' deficit | (104,998) | (102,287) |
Total liabilities and stockholders' deficit | $ 53,243 | $ 53,525 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Unamortized discount | $ 4,500 | $ 4,900 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 164,000,000 | 164,000,000 |
Common stock, shares issued | 12,098,274 | 9,098,844 |
Common stock, shares outstanding | 11,858,990 | 8,928,498 |
Treasury stock, at cost shares | 239,284 | 170,346 |
Convertible Notes | ||
Unamortized discount | $ 4,540 | $ 4,914 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues | $ 2 | $ 107 |
Operating expenses: | ||
Research and development | 7,190 | 6,558 |
Selling, general and administrative | 8,356 | 13,457 |
Total operating expenses | 15,546 | 20,015 |
Loss from operations | (15,544) | (19,908) |
Interest expense, net | (2,680) | (2,760) |
Gain on warrant liabilities | 864 | 8,989 |
Other expense, net | (81) | (811) |
Loss from continuing operations | (17,441) | (14,490) |
Gain from discontinued operations | 0 | 682 |
Net loss | $ (17,441) | $ (13,808) |
Net loss per share from continuing operations, basic | $ (1.59) | $ (1.97) |
Net loss per share from continuing operations, diluted | (1.59) | (1.97) |
Net gain per share from discontinued operations, basic | 0 | 0.09 |
Net gain per share from discontinued operations, diluted | 0 | 0.09 |
Net loss per share, basic | (1.59) | (1.88) |
Net loss per share, diluted | $ (1.59) | $ (1.88) |
Weighted average shares outstanding, basic | 10,970,583 | 7,328,067 |
Weighted average shares outstanding, diluted | 10,970,583 | 7,328,067 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Treasury Stock |
Beginning Balance at Dec. 31, 2021 | $ (84,976) | $ 6 | $ 722,782 | $ (788,686) | $ (19,078) |
Beginning Balance, shares at Dec. 31, 2021 | 7,429,458 | (154,569) | |||
Issuance of stock, net | 3,626 | 3,626 | |||
Issuance of stock, net, shares | 85,213 | ||||
Issuance of common stock upon vesting of restricted stock units | (80) | (80) | |||
Issuance of common stock upon vesting of restricted stock units, shares | 11,520 | (3,723) | |||
Stock-based compensation expense | 2,053 | 2,053 | |||
Net loss | (13,808) | (13,808) | |||
Ending Balance at Mar. 31, 2022 | (93,185) | $ 6 | 728,381 | (802,494) | $ (19,078) |
Ending Balance, shares at Mar. 31, 2022 | 7,526,191 | (158,292) | |||
Beginning Balance at Dec. 31, 2022 | (102,287) | $ 8 | 743,626 | (826,843) | $ (19,078) |
Beginning Balance, shares at Dec. 31, 2022 | 9,098,844 | (170,346) | |||
Issuance of stock, net | $ 12,524 | $ 3 | 12,521 | ||
Issuance of stock, net, shares | 2,853,109 | ||||
Exercise of common stock options, shares | 0 | ||||
Issuance of common stock upon vesting of restricted stock units | $ (178) | (178) | |||
Issuance of common stock upon vesting of restricted stock units, shares | 146,321 | (68,938) | |||
Stock-based compensation expense | 2,384 | 2,384 | |||
Net loss | (17,441) | (17,441) | |||
Ending Balance at Mar. 31, 2023 | $ (104,998) | $ 11 | $ 758,353 | $ (844,284) | $ (19,078) |
Ending Balance, shares at Mar. 31, 2023 | 12,098,274 | (239,284) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating Activities: | ||
Net loss | $ (17,441,000) | $ (13,808,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Gain from discontinued operations | 0 | (682,000) |
Non-cash revenue reserve | 0 | 96,000 |
Depreciation and amortization | 147,000 | 322,000 |
Stock-based compensation expense | 2,384,000 | 2,053,000 |
Amortization of debt discount and non-cash interest | 374,000 | 343,000 |
Loss on disposal of property and equipment | 9,000 | 254,000 |
Impairment of property and equipment | 100,000 | 545,000 |
Change in fair value of warrant liability | (864,000) | (8,989,000) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 772,000 | 2,060,000 |
Accounts payable | (184,000) | (3,377,000) |
Accrued expenses and other liabilities | 3,057,000 | (3,656,000) |
Other long-term liabilities | (452,000) | (451,000) |
Net cash used in operating activities - continuing operations | (12,098,000) | (25,290,000) |
Net cash provided by operating activities - discontinued operations | 0 | 1,335,000 |
Net cash used in operating activities | (12,098,000) | (23,955,000) |
Investing Activities: | ||
Purchases of property and equipment | (16,000) | (342,000) |
Proceeds from sale of property and equipment | 10,000 | 0 |
Net cash used in investing activities | (6,000) | (342,000) |
Financing Activities: | ||
Proceeds from issuance of common stock | 12,883,000 | 3,626,000 |
Payment of offering costs | (359,000) | 0 |
Payments for financing of insurance premiums | (443,000) | (480,000) |
Principal payments on capital lease obligations | 0 | (12,000) |
Net cash provided by financing activities | 12,081,000 | 3,134,000 |
Net decrease in cash and cash equivalents | (23,000) | (21,163,000) |
Cash and cash equivalents at beginning of period | 30,486,000 | 88,397,000 |
Cash and cash equivalents at end of period | 30,463,000 | 67,234,000 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | 0 | 1,000 |
Supplemental schedule of non-cash investing and financing activities: | ||
Lease assets obtained in exchange for operating lease liabilities | 1,133,000 | 2,962,000 |
Purchases of property and equipment in accounts payable | $ 0 | $ 47,000 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | 1 . Organization and Description of Business Biora Therapeutics, Inc. (the “Company” or “Biora” or "Biora Therapeutics") is a biotechnology company developing oral biotherapeutics that could enable new treatment approaches in the delivery of therapeutics. The Company's therapeutics pipeline includes two therapeutic delivery platforms: • NAVICAP TM Targeted Oral Delivery Platform: Targeted oral delivery of therapeutics to the site of disease in the gastrointestinal tract designed to improve outcomes for patients with Inflammatory Bowel Disease; and • BIOJET TM Systemic Oral Delivery Platform: Systemic oral delivery of biotherapeutics designed to replace injections with needle-free, oral delivery of large molecules for better management of chronic diseases. Biora Therapeutics, a Delaware corporation, was formerly known as Progenity, Inc. (“Progenity”), and commenced operations in 2010 with its corporate office located in San Diego, California. The Company's historical operations included a licensed Clinical Laboratory Improvement Amendments and College of American Pathologists certified laboratory located in Michigan specializing in molecular testing markets serving women’s health providers in the obstetric, gynecological, fertility, and maternal fetal medicine specialty areas in the United States. Previously, the Company's core business was focused on the carrier screening and noninvasive prenatal test market, targeting preconception planning and routine pregnancy management for genetic disease risk assessment. Through its former affiliation with Mattison Pathology, LLP, a Texas limited liability partnership doing business as Avero Diagnostics (“Avero”), the Company’s operations also included anatomic and molecular pathology testing products. In order to refocus efforts and resources on its research and development pipeline, in June 2021, the Company announced a strategic transformation ("Strategic Transformation") that included the closure of the Progenity genetics laboratory and in December 2021, the Company sold Avero, together referred to as the Laboratory Operations. The Company has reported all revenues and expenses associated with its Laboratory Operations as discontinued operations, see Note 3 for additional information. In April 2022, the Company announced that it would rebrand to better reflect the current focus on its therapeutics pipeline, and changed its name to Biora Therapeutics, Inc. On December 29, 2022, the Company filed a certificate of amendment ("the Certificate of Amendment") to its eighth amended and restated certificate of incorporation to effect, as of January 3, 2023, a 1-for-25 reverse split of the Company's common stock (the "Reverse Stock Split"). On January 3, 2023, the Company effected the Reverse Stock Split. See Note 2 for additional information. Liquidity As of March 31, 2023, the Company had cash and cash equivalents of $ 30.5 million and an accumulated deficit of $ 844.3 million. For the three months ended March 31, 2023, the Company reported a net loss of $ 17.4 million and cash used in operating activities of $ 12.1 million. The Company’s primary sources of capital have historically been the sale of common stock and warrants, private placements of preferred stock and the incurrence of debt. As of March 31, 2023, the Company had $ 128.2 million of convertible senior notes, net ("Convertible Notes") outstanding (see Note 7). While the Company has greatly reduced its cash burn following the Strategic Transformation, management does not expect that the Company's current cash and cash equivalents will be sufficient to fund its operations for at least 12 months from the issuance date of the condensed consolidated financial statements for the three months ended March 31, 2023, and will require additional capital to fund the Company's operations. As a result, substantial doubt exists about the Company’s ability to continue as a going concern for 12 months following the issuance date of the condensed consolidated financial statements for the three months ended March 31, 2023. The Company’s ability to continue as a going concern is dependent upon its ability to raise additional funding. Management believes that the Company’s liquidity position as of the date of this filing provides sufficient runway to achieve important research and development pipeline milestones. Management intends to raise additional capital through equity offerings and/or debt financings, or from other potential sources of liquidity, which may include new collaborations, licensing or other commercial agreements for one or more of the Company’s research programs or patent portfolios or divestitures of the Company's assets. Adequate funding, if needed, may not be available to the Company on acceptable terms, or at all. The Company’s ability to raise additional funds may be adversely impacted by potential worsening global economic conditions and the disruptions to, and volatility in, the credit and financial markets in the United States and worldwide. If the Company is unable to raise capital when needed or on attractive terms, it would be forced to delay, reduce, or eliminate its research and development programs or other operations. If any of these events occur, the Company’s ability to achieve its operational goals would be adversely affected. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2 . Summary of Significant Accounting Policies Basis of Presentation The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission, (“SEC”), from which management derived the Company’s condensed consolidated balance sheet as of December 31, 2022. The condensed consolidated financial statements and notes thereto give retrospective effect to the Reverse Stock Split for all periods presented. All common stock, options exercisable for common stock, restricted stock units, warrants and per share amounts contained in the condensed consolidated financial statements have been retrospectively adjusted to reflect the Reverse Stock Split for all periods presented. Concurrent with the Reverse Stock Split, the Company effected a reduction in the number of authorized shares of common stock from 350,000,000 shares to 164,000,000 shares. Unaudited Interim Financial Information The accompanying condensed consolidated financial statements are unaudited, have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, consisting of normal recurring adjustments, that are necessary to present fairly the results for the interim periods presented. Results are not necessarily indicative of results to be expected for the year ending December 31, 2023, any other interim periods, or any future year or period. The balance sheet as of December 31, 2022 included herein was derived from the audited financial statements as of that date. Certain disclosures have been condensed or omitted from the interim financial statements. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates include the valuation of stock options, the valuation of goodwill, accrual for reimbursement claims and settlements, the valuation of warrant liabilities, the valuation of assets held for sale, assessing future tax exposure and the realization of deferred tax assets, and the useful lives and the recoverability of property and equipment. The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities and recorded revenues and expenses that are not readily apparent from other sources. Actual results could differ from those estimates and assumptions. Recent Accounting Pronouncements Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses , which requires the measurement of expected credit losses for financial instruments carried at amortized cost, such as accounts receivable, held at the reporting date based on historical experience, current conditions and reasonable forecasts. The main objective of this standard is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financing Instruments–Credit Losses , which included an amendment of the effective date. The Company adopted this standard on January 1, 2023, and it did not have a material impact on the condensed consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU No. 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)-Accounting for Convertible Instruments and Contracts in an Entity's Own Equity , which simplifies the accounting for convertible instruments, amends the guidance on derivative scope exceptions for contracts in an entity's own equity, and modifies the guidance on diluted earnings per share calculations as a result of these changes. The standard is effective for the Company for annual reporting periods beginning after December 15, 2023. The Company is currently evaluating the impact the adoption of this standard may have on its consolidated financial statements. |
Strategic Transformation
Strategic Transformation | 3 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Strategic Transformation | 3 . Strategic Transformation Assets Held for Sale and Discontinued Operations In June 2021, the Company announced its Strategic Transformation to reallocate resources to research and development to better position the business for future growth. The plan included the closure of the Company's genetics laboratory in Ann Arbor, Michigan and the divestiture of Avero. This plan represented a strategic business shift having a major effect on the Company's operations and financial results. The Company classified the results of its Laboratory Operations as discontinued operations in its condensed consolidated statements of operations and consolidated statements of cash flows. Additionally, the remaining assets have been reported as assets held for sale in the Company’s condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022. The following table presents the combined results of discontinued operations of the Laboratory Operations (in thousands) for the three months ended March 31, 2022 . There was no gain or loss from discontinued operations for the three months ended March 31, 2023: Three Months Ended 2022 Revenues $ 1,268 Operating expenses: Selling, general and administrative 586 Total operating expenses 586 Net gain from discontinued operations $ 682 The following table presents the carrying amounts of the remaining assets held for sale related to the Laboratory Operations as of March 31, 2023 and December 31, 2022 (in thousands): March 31, December 31, Current assets of disposal group held for sale Property and equipment, net 2,509 2,603 Total current assets of disposal group held for sale (1) $ 2,509 $ 2,603 (1) The remaining assets of the Laboratory Operations are classified as held for sale and are classified as current in the unaudited condensed consolidated balance sheet at March 31, 2023 and December 31, 2022 , because they are expected to be sold within one year. Investment in Enumera Molecular, Inc. In May 2022, the Company completed the divesture of its single-molecule detection platform. Under the terms of the agreements, the Company contributed intellectual property and fixed assets related to the single-molecule detection platform to a newly-formed entity, Enumera Molecular, Inc. ("Enumera"), which intends to develop and commercialize the platform. As of the transaction date, the Company received 25 % minority ownership, on a fully-diluted basis, of 6,000,000 Series A-1 preferred shares with an estimated value of $ 6.0 million in exchange for the assets. The Company concluded, based on a technical evaluation of the facts, that Enumera is not a variable interest entity. The Company also evaluated the characteristics of the investment and determined that the preferred stock is not in-substance common stock that would require equity method accounting. The Company concluded the appropriate accounting treatment for the investment in Enumera to be that of an equity security with no readily determinable fair value and has recorded the investment at cost, less impairment, adjusted for subsequent observable price changes. The investment is included in other assets in the Company’s condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022. No impairment was recorded as of March 31, 2023 or December 31, 2022. Northwest License Agreement In November 2022, the Company entered into a license agreement with Northwest Pathology, doing business as Avero Diagnostics (“Northwest”), pursuant to which the Company licensed its Preecludia rule-out test for preeclampsia to Northwest for commercial development (the “Northwest License Agreement”). Under the terms of the Northwest License Agreement, Northwest received the rights to assets and intellectual property related to the Preecludia test and the Company will receive commercial milestone payments and royalties on net sales. |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | 4 . Revenues The Company's current revenue is related to license and collaboration agreements. Revenues historically were derived from contracts with healthcare insurers, government payors, laboratory partners and patients related to tests provided to patients. The Company evaluated its contracts and identified a single performance obligation, the delivery of a test result. The Company satisfied its performance obligation at a point in time upon the delivery of the test result, at which point the Company billed for its products. The amount of revenue recognized reflected the transaction price and considered the effects of variable consideration. All of the historical test revenue is part of the Company's Laboratory Operations and has been included in discontinued operations in the condensed consolidated statements of operations. The Company had established an accrual for refunds of payments previously made by healthcare insurers based on historical experience and executed settlement agreements with healthcare insurers. Any refunds were accounted for as reductions in revenues in the statement of operations as an element of variable consideration. The Company periodically updated its estimate of the variable consideration recognized for previously delivered performance obligations. These updates resulted in an additional $ 1.4 million of revenue for the three months ended March 31, 2022. These amounts included (i) adjustments for actual collections versus estimated variable consideration as of the beginning of the reporting period and (ii) cash collections and the related recognition of revenue in the current period for tests delivered in prior periods due to the release of the constraint on variable consideration, offset by (iii) reductions in revenue for the accrual for reimbursement claims and settlements described in Note 9 . |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | 5 . Balance Sheet Components Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): March 31, December 31, Prepaid expenses $ 3,059 $ 3,634 Other current assets 309 565 Total $ 3,368 $ 4,199 Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): March 31, December 31, Computers and software $ 1,421 $ 2,715 Building and leasehold improvements 823 750 Laboratory equipment 648 958 Furniture, fixtures, and office equipment 889 1,138 Construction in progress 9 92 Total property and equipment 3,790 5,653 Less accumulated depreciation and amortization ( 2,292 ) ( 3,999 ) Property and equipment, net $ 1,498 $ 1,654 Depreciation expense was $ 0.1 million and $ 0.3 million for the three months ended March 31, 2023 and 2022, respectively. Other Assets Other assets consisted of the following (in thousands): March 31, December 31, Investment in Enumera $ 6,000 $ 6,000 Other 259 201 Total $ 6,259 $ 6,201 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): March 31, December 31, Accrual for reimbursement claims and settlements, current (1) $ 8,472 $ 8,372 Commissions and bonuses 700 1,433 Vacation and payroll benefits 1,661 1,724 Accrued professional services 790 307 Accrued interest 3,318 890 Lease liabilities, current 890 893 Insurance financing 502 445 Contract liabilities 44 47 Other (2) 2,610 2,050 Total $ 18,987 $ 16,161 (1) Revenues related to Laboratory Operations have all been discontinued; amounts related to the revenue reserve generated from the Laboratory Operations remain on the balance sheet. (2) Included in this amount are contracts that the Company is responsible for that were expensed in discontinued operations in 2021. Other Long-term Liabilities Other long-term liabilities consisted of the following (in thousands): March 31, December 31, Lease liabilities, net of current portion 1,330 601 Other (1) 3,643 4,095 Total $ 4,973 $ 4,696 (1) Included in this amount are contracts that the Company is responsible for that were expensed in discontinued operations in 2021. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 6 . Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The authoritative guidance establishes a three-level valuation hierarchy that prioritizes the inputs to valuation techniques used to measure fair value based upon whether such inputs are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions made by the reporting entity. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The three-level hierarchy for the inputs to valuation techniques is summarized as follows: Level 1 - Quoted prices in active markets for identical assets and liabilities that the Company has the ability to access. Level 2 - Observable market-based inputs or unobservable inputs that are corroborated by market data, such as quoted prices, interest rates, and yield curves. Level 3 - Inputs that are unobservable data points that are not corroborated by market data. There were no significant transfers between these fair value measurement classifications during the three months ended March 31, 2023 and 2022. Fair Value of Financial Instruments The Company’s Level 3 liabilities consist of the warrant liabilities resulting from the August 2021 and November 2022 issuance of warrants (see Note 10). The Company uses the Black-Scholes Model to value the warrant liabilities at inception and on subsequent valuation dates. This model incorporates transaction details such as the Company’s stock price, contractual terms, maturity, risk free rates, and volatility. The significant unobservable input for the Level 3 warrant liabilities includes volatility. Given the limited period of time the Company’s stock has been traded in an active market, the expected volatility is estimated by taking the average historical price volatility for industry peers, consisting of several public companies in the Company’s industry that are similar in size, stage, or financial leverage, over a period of time comme nsurate to the expected term of the warrants. At March 31, 2023, the fair value of the warrant liabilities were estimated using the Black-Scholes Model with the following inputs and assumptions: March 31, December 31, Risk-free interest rate 3.6 % 4.0 % Expected volatility 102.7 % - 105.2 % 106.2 % - 107.1 % Stock price $ 2.77 $ 3.30 Expected life (years) 3.4 - 5.1 3.6 - 5.4 The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value (in thousands): Level 1 Level 2 Level 3 March 31, 2023 Warrant liabilities $ — $ — $ 2,674 December 31, 2022 Money market funds (1) $ 5 $ — $ — Warrant liabilities $ — $ — $ 3,538 (1) Included in cash and cash equivalents in the accompanying condensed consolidated balance sheets. The carrying value of the Company’s Convertible Notes does not approximate its fair value because the carrying value of the Convertible Notes reflects the balance of unamortized discount related to the derivative liability associated with the value of the conversion feature assessed at inception. The carrying value of the Company’s Convertible Notes, net of discount, was $ 128.2 million and $ 127.8 million at March 31, 2023 and December 31, 2022, respectively. Based on unadjusted quoted prices in active market obtained from third-party pricing services, the Company determined the fair value of the Convertible Notes was $ 74.7 million and $ 71.8 million as of March 31, 2023 and December 31, 2022 , respectively. |
Convertible Notes
Convertible Notes | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Notes | 7 . Convertible Notes In December 2020, the Comp any issued a total of $ 168.5 million principal amount of Convertible Notes in a private offering of the Convertible Notes pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The Convertible Notes were issued pursuant to, and are governed by, an indenture, dated as of December 7, 2020 , by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (“Indenture”). The Convertible Notes are due on December 1, 2025 , unless earlier repurchased, redeemed or converted, and accrue interest at a rate per annum equal to 7.25 % payable semi-annually in arrears on June 1 and December 1 of each year, with the initial payment on June 1, 2021 . The outstanding principal amount of Convertible Notes was $ 132.7 million at both March 31, 2023 and December 31, 2022. The Company recognized interest expense on the Convertible Notes of $ 2.4 million for each of the three months ended March 31, 2023 and 2022. The Convertible Notes are the Company's senior, unsecured obligations and are (i) equal in right of payment with the Company's existing and future senior, unsecured indebtedness; (ii) senior in right of payment to the Company's existing and future indebtedness that is expressly subordinated to the Convertible Notes; (iii) effectively subordinated to the Company's existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company's subsidiaries. At any time, noteholders may convert their Convertible Notes at their option into shares of the Company’s common stock, together, if applicable, with cash in lieu of any fractional share, at the then-applicable conversion rate. The initial conversion rate is 11.1204 shares of common stock per $1,000 principal amount of Convertible Notes, which represents an initial conversion price of approximately $ 89.92 per share of common stock. Noteholders that converted their Convertible Notes before December 1, 2022 were, in certain circumstances, entitled to an additional cash payment representing the present value of any remaining interest payments on the Convertible Notes through December 1, 2022. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain dilutive events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time. The Convertible Notes are redeemable, in whole and not in part, at the Company’s option at any time on or after December 1, 2023 , at a cash redemption price equal to the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such notice. In addition, calling the Convertible Notes will constitute a Make-Whole Fundamental Change, which will result in an increase to the conversion rate in certain circumstances for a specified period of time. The Convertible Notes have customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture), which include the following: (i) certain payment defaults on the Convertible Notes (which, in the case of a default in the payment of interest on the Convertible Notes, will be subject to a 30-day cure period); (ii) the Company’s failure to send certain notices under the Indenture within specified periods of time; (iii) the Company’s failure to comply with certain covenants in the Indenture relating to the Company’s ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to another person; (iv) a default by the Company in its other obligations or agreements under the Indenture or the Convertible Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture; (v) certain defaults by the Company or any of its subsidiaries with respect to indebtedness for borrowed money of at least $ 7.5 million; (vi) the rendering of certain judgments against the Company or any of its subsidiaries for the payment of at least $7.5 million, where such judgments are not discharged or stayed within 60 days after the date on which the right to appeal has expired or on which all rights to appeal have been extinguished; and (vii) certain events of bankruptcy, insolvency and reorganization involving the Company or any of the Company’s significant subsidiaries. As of both March 31, 2023 and December 31, 2022, the Company was in compliance with all such covenants. The Convertible Notes had a conversion option which was required to be bifurcated upon issuance and periodically remeasured to fair value separately as an embedded derivative. The conversion option included additional interest payments payable to the noteholders if converted prior to December 1, 2022. The conversion feature was bifurcated and recorded separately as an embedded derivative as (1) the conversion feature was not clearly and closely related to the debt instrument and was not considered to be indexed to the Company’s equity, (2) the conversion feature standing alone meets the definition of a derivative, and (3) the Convertible Notes are not remeasured at fair value each reporting period with changes in fair value recorded in the consolidated statement of operations. As of December 31, 2022, the conversion option has expired and there is no longer an embedded derivative. As of March 31, 2023 and December 31, 2022, the unamortized debt discount was $ 4.5 million and $ 4.9 million, respectively. The Company amortizes the debt discount using the effective interest method over the term of the Convertible Notes, resulting in an effective interest rate of approximately 8.7 %. The amortization of the Convertible Notes debt discount was $ 0.4 million and $ 0.3 million for the three months ended March 31, 2023 and 2022 , respectively, and was included in interest expense, net in the condensed consolidated statements of operations. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 8 . Related Party Transactions As of March 31, 2023 and December 31, 2022, affiliates of Athyrium Capital Management, LP (“Athyrium”) h eld 1,694,484 shares, or 14.3 %, and 1,694,484 shares, or 19.0 %, respectively, of the Company's common stock outstanding and warrants to purchase up to 824,136 shares of common stock at an exercise price of $ 8.22 . Athyrium also holds $ 103.5 million aggregate principal amount of Convertible Notes as of both March 31, 2023 and December 31, 2022 (see Note 7). As of March 31, 2023 and December 31, 2022 , the accrued interest expense related to the Convertible Notes held by Athyrium was $ 2.5 million and $ 0.6 million, respectively. In November 2022, the Company entered into a securities purchase agreement with affiliates of Athyrium relating to the offering and sale of an aggregate of 500,250 shares of common stock and accompanying warrants to purchase 500,250 shares of common stock, at a combined purchase price of $ 7.50 per share and accompanying warrant in a registered direct offering. The warrants have an exercise price of $ 8.22 per share and will become exercisable commencing six months following the date of issuance and will expire five years following the initial exercise date. The Company received approximately $ 3.8 million in gross proceeds from the offering as an in-kind payment. The in-kind payment was in the form of a waiver of the Company’s cash interest payment obligation of approximately $ 3.8 million due on certain of the Company’s 7.25 % Convertible Senior Notes due 2025 held by affiliates of Athyrium for the payment date occurring on December 1, 2022. Additionally, the Company agreed with Athyrium to amend outstanding warrants previously issued in 2021 to purchase up to 323,886 shares of common stock with an exercise price of $ 71.00 per share. The warrants have an amended exercise price of $ 8.22 per share, will become exercisable on May 9, 2023 and will expire five years following the initial exercise date. In November 2022, the Company entered into a securities purchase agreement with an institutional investor relating to the offering and sale of an aggregate of 800,000 shares of common stock and accompanying warrants to purchase 800,000 shares of common stock, at a combined purchase price of $ 7.50 per share and accompanying warrant in a registered direct offering (see Note 10 ). Following this transaction, the institutional investor became a related party due to greater than 5 % owners hip. On January 12, 2023, the Company issued warrants to purchase 90,000 shares of common stock to the institutional investor in exchange for the investor’s agreement to waive the lockup provisions contained in the November 2022 Offering securities purchase agreement. The warrants have an exercise price of $ 8.22 , are exercisable beginning on May 9, 2023 and expire on May 9, 2028 . As of March 31, 2023 this institutional investor holds less than 5 % of the Company's outstanding common stock and is no longer considered a related party. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9 . Commitments and Contingencies Operating Leases The Company has entered into various noncancelable operating lease agreements, primarily for office space, laboratory space, and equipment. In March 2023, the Company signed an amended lease agreement for certain office space in San Diego, California to decrease the office space and extend the term to June 2025. The right-of-use assets were $ 2.2 million as of March 31, 2023. Lease liabilities are recorded in accrued expenses and other current liabilities and other long-term liabilities on the condensed consolidated balance sheet and were $ 0.9 million and $ 1.3 million, respectively, as of March 31, 2023. Operating lease costs were $ 0.4 million and $ 0.3 million for the three months ended March 31, 2023 and 2022, respectively, and cash paid for operating leases was $ 0.4 million and $ 0.4 million for the three months ended March 31, 2023 and 2022, respectively. The weighted-average discount rate used was 9.4 % and the weighted-average remaining lease term for all operating leases was 2.5 years. As of March 31, 2023, future lease payments under the non-cancelable operating leases were as follows (in thousands): Year ending December 31, Minimum 2023 (remaining) $ 829 2024 938 2025 507 2026 215 2027 and thereafter 18 Total minimum lease payments 2,507 Less: interest ( 287 ) Present value of lease liabilities $ 2,220 Contingencies The Company, in the ordinary course of its business, can be involved in lawsuits, threats of litigation, and audit and investigative demands from third parties. While management is unable to predict the exact outcome of such matters, it is management’s current belief that any potential liabilities of Biora resulting from these contingencies, individually or in the aggregate, could have a material impact on the Company’s financial position and results of operations. The regulations governing government reimbursement programs (e.g., Medicaid, Tricare, and Medicare) and commercial payor reimbursement programs are complex and may be subject to interpretation. As a former provider of services to patients covered under government and commercial payor programs, post payment review audits, and other forms of reviews and investigations are routine. The Company believes it complied in all material respects with the statutes, regulations, and other requirements applicable to its former laboratory operations. Federal Investigations In April 2018, the Company received a civil investigative demand from an Assistant U.S. Attorney (“AUSA”) for the Southern District of New York and a Health Insurance Portability and Accountability Act subpoena issued by an AUSA for the Southern District of California (“SDCA”) around legacy commercial practices. In May 2018, the Company received a subpoena from the State of New York Medicaid Fraud Control Unit. On July 21, 2020, July 23, 2020 and October 1, 2020, the Company entered into agreements (the "Agreements") with certain governmental agencies and the 45 states participating in the settlement (“State AGs”) to resolve, with respect to such agencies and State AGs, all of such agencies’ and State AGs’ outstanding civil, and, where applicable, federal criminal investigations described above. In November 2022, the Company entered into an agreement to extend the deadline for the Company’s payment due on December 31, 2022 to July 15, 2023. The Company did not make any payments during the three months ended March 31, 2023 and 2022. T he remaining amounts payable to the government will be subject to interest at a rate of 1.25 % per annum, and any or all amounts may be paid earlier a t the option of the Company. As of both March 31, 2023 and December 31, 2022, the Company’s accrual consists of $ 7.1 million in accrued expenses. Furthermore, the Company has agreed that, if during calendar years 2020 through 2023, and so long as am ounts payable to the government remain unpaid, the Company receives any civil settlement, damages awards, or tax refunds, to the extent that the amounts exceed $ 5.0 million in a calendar year, it will pay 26 % of the amount received in such civil settlement, damages award, or tax refunds as an accelerated payment of the scheduled amounts set forth above, up to a maximum total acceleration of $ 4.1 million. The Com pany did no t receive any tax refunds during the three months ended March 31, 2023 and 2022. Corporate Integrity Agreement In connection with the resolution of the investigated matters, and in exchange for the Office of Inspector General of the Department of Health and Human Services ("OIG") agreement not to exercise its authority to permissively exclude the Company from participating in federal healthcare programs, effective July 21, 2020, the Company entered into a five-year Corporate Integrity Agreement with the OIG. The Corporate Integrity Agreement requires, among other matters, that the Company maintain a Compliance Officer, a Compliance Committee, board review and oversight of certain federal healthcare compliance matters, compliance programs, and disclosure programs; provide management certifications and compliance training and education; engage an independent review organization to conduct claims and arrangements reviews; and implement a risk assessment and internal review process. In view of the Company's Strategic Transformation, including cessation of its Laboratory Operations and related billing for services, effective March 7, 2023 the OIG agreed to suspend the Company’s obligations under the Corporate Integrity Agreement. California Subpoena On July 19, 2021, the Company received a subpoena from the California Attorney General’s Office, Division of Public Rights (the "OAG"), requesting documents and information related to the Company's former genetic testing practices, the Company's former non-invasive prenatal tests ("NIPT"), particularly those with a nexus to California patients. The subpoena is captioned “In the Matter of the Investigation of: Prenatal Genetic Testing Companies.” The OAG has alleged that it has claims under California’s false advertising and unfair business practices laws based on representations about patient billing made in the historical marketing of the Company’s legacy genetic testing business. While the Company believes that its sales and marketing representations were appropriate, the Company is discussing a potential resolution with OAG to determine if the matter can be concluded in the best interests of the Company. The Company is unable to predict the ultimate outcome of this action. Payor Dispute On November 16, 2020, the Company received a letter from Anthem, Inc. (“Anthem”) informing the Company that Anthem is seeking recoupment for historical payments made by Anthem in an aggregate amount of approximately $ 27.4 million. The historical payments for which Anthem is seeking recoupment are claimed to relate primarily to discontinued legacy billing practices for the Company’s former NIPT and microdeletion tests and secondarily to the implementation of the new Current Procedure Terminology code for reimbursement for the Company’s former Preparent expanded carrier screening tests. The Company has historically negotiated and settled similar claims with third-party payors. Although the Company’s practice in resolving disputes with other similar large commercial payors has generally led to agreed settlement amounts substantially less than the originally claimed amount, there can be no assurance that the Company will be successful in a similar settlement amount in any ongoing or future dispute. Historical settlement amounts and payment time periods may not be indicative of the final settlement terms with Anthem, if any. Management disputes this claim of recoupment with Anthem in full, with offsets for amounts owed by Anthem to the Company. Management had previously established an accrual for the estimated probable loss for this matter. During the year ended December 31, 2022, the Company reversed this accrual for a portion of the matter in view of applicable statute of limitations and has reflected this change in revenue within discontinued operations. Payor Recoveries As noted above, the regulations governing government reimbursement programs (e.g., Medicaid, Tricare, and Medicare) and commercial payor reimbursement programs are complex and may be subject to interpretation. As a former provider of services to patients covered under government reimbursement and commercial payor programs, the Company is routinely subject to post-payment review audits and other forms of reviews and investigations. For example, the Company is currently in the process of reviewing several managed Medicaid payor recoupment requests aggregating to $ 1.1 million. If a third-party payor successfully challenges that a payment to the Company for prior testing was in breach of contract or otherwise contrary to policy or law, they may recoup such payment. The Company may also decide to negotiate and settle with a third-party payor in order to resolve an allegation of overpayment. In the ordinary course of business, the Company addresses and evaluates a number of such claims from payors. In the past, the Company has negotiated and settled these types of claims with third-party payors. The Company may be required to resolve further disputes in the future. While management is unable to predict the exact outcome of any such claims, it is management’s current belief that any potential liabilities resulting from these contingencies, individually or in the aggregate, could have a material impact on the Company’s financial position and results of operations. Ravgen Lawsuit On December 22, 2020, Ravgen, Inc. ("Ravgen") filed suit in the District of Delaware (D. Del. Civil Action No. 1:20-cv-1734) two Ravgen patents based on the Company's former NIPT testing business. The complaint seeks monetary damages and injunctive relief. The Company responded to the complaint on March 23, 2021. Management believes the claims in Ravgen’s complaint are without merit, and the Company is vigorously defending against them. On March 1, 2022 the court ordered a stay of the litigation pending resolution of patent validity challenges made against the two patents in inter partes review proceedings currently pending before the Patent Trial and Appeal Board of the United States Patent and Trademark Office. On February 13, 2023 the court ordered the stay lifted. Given the uncertainty of litigation, the early stages of the Ravgen litigation, and the legal standards that must be met for, among other things, success on the merits, the Company is unable to predict the ultimate outcome of these actions, and therefore cannot estimate the reasonably possible loss or range of loss, if any, that may result from this action. IPO Litigation On June 23, 2020, the Company closed its IPO. Lawsuits were filed on August 28, 2020 and September 11, 2020 against the Company, certain of its executive officers and directors, and the underwriters of the IPO. On December 3, 2020, the U.S. District Court for the Southern District of California consolidated the two actions, appointed Lin Shen, Lingjun Lin and Fusheng Lin to serve as Lead Plaintiffs, and approved Glancy Prongay & Murray LLP to be Lead Plaintiffs’ Counsel. Lead Plaintiffs filed their first amended complaint on February 4, 2021. Together with the underwriters of the IPO, the Company moved to dismiss the first amended complaint. On September 1, 2021, the court granted the Company's motion to dismiss, dismissing Lead Plaintiffs’ claims without prejudice. On September 22, 2021, Lead Plaintiffs filed their second amended complaint. Together with the underwriters of the IPO, the Company moved to dismiss the second amended complaint on November 15, 2021. On January 13, 2023, the court again granted our motion to dismiss, dismissing Lead Plaintiffs’ claims for failure to state a claim without prejudice. On February 3, 2023, Lead Plaintiffs filed their third amended complaint, adding information allegedly produced to Plaintiffs in response to freedom of information requests. The third amended complaint alleges that the Company’s registration statement and related prospectus for the IPO contained false and misleading statements and omissions in violation of the Securities Act by failing to disclose that (i) the Company had overbilled government payors for Preparent tests beginning in 2019 and ending in or before early 2020; (ii) there was a high probability that the Company had received, and would have to refund, a material amount of overpayments from government payors for Preparent tests; (iii) in February 2020 the Company ended a supposedly improper marketing practice on which the competitiveness of the Company's business depended; and (iv) the Company was suffering from material negative trends with respect to testing volumes, average selling prices for its tests, and revenues. Lead Plaintiffs seek certification as a class, unspecified compensatory damages, interest, costs and expenses including attorneys’ fees, and unspecified extraordinary, equitable, and/or injunctive relief. The Company filed a motion to dismiss the third amended complaint with prejudice on March 20, 2023, and intends to continue to vigorously defend against these claims. Subject to a reservation of rights, the Company is advancing expenses subject to indemnification to the underwriters of the IPO. On June 4, 2021, a purported shareholder filed a lawsuit in the U.S. District Court for the SDCA, claiming to sue derivatively on behalf of the Company. The complaint names certain of the Company’s officers and directors as defendants, and names the Company as a nominal defendant. Premised largely on the same allegations as the above-described securities lawsuit, it alleges that the individual defendants breached their fiduciary duties to the Company, wasted corporate assets, and caused the Company to issue a misleading proxy statement in violation of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The complaint seeks the award of unspecified damages to the Company, equitable and injunctive remedies, and an order directing the Company to reform and improve its internal controls and board oversight. It also seeks the costs and disbursements associated with bringing suit, including attorneys’, consultants’, and experts’ fees. The case is stayed pending the outcome of the motion to dismiss in the above-described securities lawsuit. The Company intends to vigorously defend against these claims. On August 17, 2021, the Company received a letter purportedly on behalf of a stockholder of the Company demanding that the Company's board of directors investigate and take action against certain of the Company’s current and former officers and directors to recover damages for alleged breaches of fiduciary duties and related claims arising out of the IPO litigation discussed above. This matter is pending the outcome of the companion securities litigation. Given the uncertainty of litigation, the preliminary stages of the litigation and other matters described above, and the legal standards that must be met for, among other things, success on the merits, the Company is unable to predict the ultimate outcome of these actions, and therefore cannot estimate the reasonably possible loss or range of loss, if any, that may result from these actions. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 10 . Stockholders’ Equity Common Stock On January 3, 2023, the Company effected a 1-for-25 reverse stock split of the Company's common stock. The Reverse Stock Split, which has been retroactively reflected throughout the condensed consolidated financial statements, reduced the authorized shares of the Company to 164,000,000 and did not change the par value of the Company's common stock. PIPE Financings In February 2021, the Company entered into a Securities Purchase Agreement for a private placement with certain institutional and accredited investors (“February Purchasers”). Pursuant to the Securities Purchase Agreement, the February Purchasers purchased an aggregate of 174,825 units (“February Units”), representing (i) 174,825 shares of the Company’s common stock and (ii) warrants to purchase up to 174,825 shares of common stock. The warrants are exercisable for cash at an exercise price of $ 171.50 per share, subject to adjustments as provided under the terms of the warrants. The warrants were immediately exercisable and expire on the fifth anniversary of the date of issuance. In June 2021, the Company entered into a Securities Purchase Agreement for a private placement with certain institutional and accredited investors (“June Purchasers”). Pursuant to the Securities Purchase Agreement, the June Purchasers purchased an aggregate of 647,773 units (“June Units”), representing (i) 627,773 shares of the Company’s common stock (ii) warrants to purchase up to 647,773 shares of common stock and (iii) pre-funded warrants to purchase up to 20,000 shares of common stock. The warrants are exercisable for cash at an exercise price of $ 71.00 per share, subject to adjustments as provided under the terms of the warrants. The warrants were immediately exercisable and expire on the fifth anniversary of the date of issuance. Registered Offerings In August 2021, the Company issued and sold an aggregate of (i) 1,600,000 shares of common stock and (ii) warrants to purchase 1,600,000 shares of common stock in an underwritten public offering. Each share was sold together with one warrant to purchase one share of common stock at a combined public offering price of $ 25.00 per share of the common stock and the accompanying warrant. The warrants have an exercise price of $ 25.00 per share, are exercisable at any time, and will expire five years following the date of issuance. In addition, the Company granted the underwriter a 30-day option to purchase up to 240,000 shares of common stock ("Overallotment Stock Option") and/or warrants to purchase 240,000 shares of common stock (“Overallotment Warrant Option”) at a price of $ 24.75 per share of common stock and/or $ 0.25 per warrant. Pursuant to ASC 815, the Company deemed the Overallotment Stock Option to meet the scope exception for equity classification, and the warrants and Overallotment Warrant Option to be classified as a liability (collectively "the Warrant Liability") at fair value initially with subsequent changes in fair value recorded in earnings. The Overallotment Warrant Option was partially exercised in August 2021 for warrants to purchase an aggregate of 77,280 shares of common stock and the remaining Overallotment Warrant Option expired in September 2021. The Warrant Liability was remeasured at March 31, 2022 and the Company recognized a gain on warrant liability in the amount of $ 15.4 million in the condensed consolidated statements of operations during the three months ended March 31, 2022 . The Warrant Liability was $ 0.5 million as of December 31, 2022 . The Warrant Liability was remeasured at $ 0.3 million as of March 31, 2023 and the Company recognized a gain on warrant liability in the amount of $ 0.2 million in the condensed consolidated statements of operations during the three months ended March 31, 2023. In November 2022, the Company entered into a securities purchase agreement with certain institutional and accredited investors relating to the offering and sale of an aggregate of (i) 1,300,250 shares of common stock and (ii) warrants to purchase 1,300,250 shares of common stock in registered direct offering (the “November 2022 Offering”). Each share was sold together with one warrant to purchase one share of common stock at a combined public offering price of $ 7.50 per share of the common stock and the accompanying warrant. The Company received approximately $ 9.0 million in net proceeds, after deducting placement agent fees and offering expenses. Approximately $ 3.8 million of the gross proceeds were received in the form of a waiver of the Company's December 1, 2022 interest payment on the Convertible Notes. The warrants have an exercise price of $ 8.22 per share, are exercisable six months following the date of issuance, and will expire five years following the initial exercise date. Additionally, the Company agreed with certain institutional investors to amend outstanding warrants previously issued (i) in the February Units to purchase up to 104,895 shares of common stock with an exercise price of $ 171.50 per share and (ii) in the June Units to purchase up to 403,887 shares of common stock with an exercise price of $ 71.00 per share. Accordingly, the Company agreed to (i) lower the exercise price of such existing warrants to $ 8.22 per share, (ii) provide that such existing warrants, as amended, will not be exercisable until May 9, 2023 and (iii) extend the original expiration date of such existing warrants to May 9, 2028. Pursuant to ASC 815, the Company deemed the new warrants to be classified as a liability at fair value initially with subsequent changes in fair value recorded in earnings. The warrants were recorded at a fair value of $ 6.0 million determined using the Black-Scholes Model. As the total fair value of the warrant liability and common stock exceeds the in-kind payment proceeds of $ 3.8 million, the Company recorded an extinguishment loss of the $ 1.6 million excess to other income, net in the consolidated statements of operations. The Company incurred a total of $ 0.8 million in issuance costs, which were allocated between the warrants and common stock on a relative fair value basis. The modified warrants are equity classified both before and after the modification and were fair valued as of the date of the amendment, this resulted in an increase in the value o f the warrants and an additional $ 0.9 million was recorded to additional paid in capital on the condensed consolidated balance sheet. The warrant liability was remeasured at $ 3.0 million as of December 31, 2022 . The Warrant Liability was remeasured at $ 2.3 million as of March 31, 2023 and the Company recognized a gain on warrant liability in the amount of $ 0.7 million in the condensed consolidated statements of operations during the three months ended March 31, 2023. On January 12, 2023, the Company issued warrants to purchase 90,000 shares of common stock to an institutional investor in exchange for the investor’s agreement to waive the lockup provisions contained in the November 2022 Offering securities purchase agreement. The warrant has an exercise price of $ 8.22 , is exercisable beginning on May 9, 2023 and expires on May 9, 2028 . At-The-Market Sales Agreement and Offering In November 2021, the Company entered into an At Market Issuance Sales Agreement ("ATM Sale Agreement") with B. Riley Securities, Inc., BTIG, LLC, and H.C. Wainwright & Co. LLC ("Agents"), pursuant to which the Company may offer and sell shares of common stock having an aggregate offering price of up to $ 90.0 million from time to time, in “at the market” offerings through the Agents. In connection with the November 2022 Offering, the aggregate price was reduced to $ 70.0 million. Sales of the shares of common stock, if any, will be made at prevailing market prices at the time of sale, or as otherwise agreed with the Agents. The Agents will receive a commission from the Company of up to 3.0 % of the gross proceeds of any shares of common stock sold under the ATM Sale Agreement. During the three months ended March 31, 2022, the Company received net proceeds of $ 3.6 million, after deducting commissions and other offering expenses, from the sale of 85,213 shares under the ATM Sale Agreement. The Company sold such shares at a weighted average purchase price of $ 43.91 per share. During the three months ended March 31, 2023 , the Company received net proceeds of $ 12.6 million, after deducting commissions and other offering expenses, from the sale of 2,853,109 shares under the ATM Sale Agreement. The Company sold such shares at a weighted average purchase price of $ 4.69 per share. Preferred Stock Pursuant to the Company’s eighth amended and restated certificate of incorporation, which went into effect immediately prior to the completion of the IPO, the Company was authorized to issue 10,000,000 shares of undesignated preferred stock. This amount and the par value of preferred stock remained unchanged after the Reverse Stock Split. On November 10, 2022, the Board declared a dividend of one one-thousandth of a share of Series X Preferred Stock, par value $ 0.001 per share (“Series X Preferred Stock”), for each outstanding share of common stock to stockholders of record as of November 21, 2022. This Series X Preferred Stock entitled its holders to 3,000 votes per share exclusively on the vote for the proposal to approve the Reverse Stock Split. All shares of Series X Preferred Stock that were not present to vote on the Reverse Stock Split were redeemed by the Company (the “Initial Redemption”). Any outstanding shares of Series X Preferred Stock that were not redeemed pursuant to an Initial Redemption would be redeemed in whole, but not in part, (i) if such redemption is ordered by the Board in its sole discretion, automatically and effective on such time and date specified by the Board in its sole discretion or (ii) automatically upon the effectiveness of the Certificate of Amendment implementing the Reverse Stock Split. At the December 19, 2022 special meeting of the Company's stockholders, the holders of 136,961 shares of Series X Preferred Stock were represented in person or by proxy. Immediately prior to the special meeting, all 86,210 shares of Series X Preferred Stock that were not voted were redeemed. The remaining 136,961 outstanding shares of Series X Preferred Stock were redeemed automatically upon the effectiveness of the Certificate of Amendment on January 3, 2023. On January 9, 2023, the Company filed a Certificate of Elimination of Series X Preferred Stock with the Secretary of State of the State of Delaware, which, effective immediately upon filing, eliminated all matters set forth in the Certificate of Designation of Series X Preferred Stock filed with the Secretary of State of the State of Delaware on November 21, 2022. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 11 . Stock-Based Compensation In February 2018, the Company adopted the 2018 Equity Incentive Plan (“2018 Plan”). The 2018 Plan is the successor to and continuation of the Second Amended and Restated 2012 Stock Plan (“2012 Plan”) and is administered with either stock options or restricted stock units. The Board of Directors administers the plans. Upon adoption of the 2018 Plan, no new stock options or awards are issuable under the 2012 Plan, as amended. The 2018 Plan also provides for other types of equity to issue awards, which at this time the Company does not plan to utilize. On May 5, 2021, holders of a majority of the outstanding common stock executed a written consent approving the Fourth Amended and Restated 2018 Equity Incentive Plan ("2018 Fourth Amended Plan"), which provides for an automatic annual increase in the number of shares of common stock reserved for issuance. As of March 31, 2023 , 157,027 shares were available for issuance under the 2018 Fourth Amended Plan. On November 3, 2021, the Board of Directors approved and adopted the Company’s 2021 Inducement Plan ("2021 Inducement Plan") to provide for the reservation of 260,000 shares of the Company’s common stock to be used exclusively for the grant of awards to individuals not previously an employee or non-employee director of the Company. As of March 31, 2023, 110,799 shares were available for grant under the 2021 Inducement Plan. Stock Options The following table summarizes stock option activity, which includes Performance Awards, under the 2012 Plan, the 2018 Fourth Amended Plan and the 2021 Inducement Plan during the three months ended March 31, 2023: Stock Options Weighted- Weighted- Aggregate Balance at December 31, 2022 582,557 $ 59.89 Options granted 16,000 $ 2.67 Options exercised — — Options forfeited/cancelled ( 4,854 ) $ 33.59 Options expired ( 15,004 ) $ 131.13 Balance at March 31, 2023 578,699 $ 56.68 8.2 $ 3 Vested and expected to vest at March 31, 2023 578,699 $ 56.68 8.2 $ 3 Vested and exercisable at March 31, 2023 172,046 $ 105.56 6.7 $ — The Company uses the Black-Scholes option pricing model to estimate the fair value of each option grant on the date of grant or any other measurement date. The following table sets forth the assumptions used to determine the fair value of stock options granted during the three months ended March 31, 2023 and 2022: Three Months Ended 2023 2022 Risk-free interest rate 3.6 % 2.0 % - 2.1 % Expected volatility 101.3 % - 102.3 % 90.7 % - 97.3 % Expected dividend yield — % — % Expected life (years) 6.3 years 6.0 - 6.3 years The weighted-average grant date fair value of options granted during the three months ended March 31, 2023 and 2022 was $ 2.80 per option and $ 19.09 per option, respectively. Restricted Stock Units The following table summarizes RSU activity for the three months ended March 31, 2023: Number of Shares Weighted- Balance at December 31, 2022 278,112 $ 38.95 Granted 920,571 $ 2.56 Vested ( 146,320 ) $ 5.36 Forfeited/cancelled ( 3,449 ) $ 31.85 Balance at March 31, 2023 1,048,914 $ 11.72 2020 Employee Stock Purchase Plan In June 2020, the Company’s board of directors adopted the ESPP with 20,400 shares of common stock reserved for future issuance under the ESPP. The ESPP also provides for automatic annual increases in the number of shares of common stock reserved for issuance. As of March 31, 2023, there were 71,450 total share s of common stock reserved for future issuance. The ESPP was suspended on November 6, 2022. All employee payroll withholdings related to the ESPP were either reimbursed or shares were purchased subsequent to the suspension of the program. Stock-Based Compensation Expense The following table presents total stock-based compensation expense included in each functional line item in the accompanying condensed consolidated statements of operations (in thousands): Three Months Ended 2023 2022 Research and development 855 337 Selling, general and administrative 1,529 1,716 Total stock-based compensation expense $ 2,384 $ 2,053 At March 31, 2023 there was $ 9.3 million of compensation cost related to unvested stock options expected to be recognized over a remaining weighted average vesting period of 2.6 years and $ 10.3 million of compensation cost related to unvested RSUs expected to be recognized over a remaining weighted average vesting period of 3.7 years. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12 . Income Taxes The Company calculates its interim income tax provision in accordance with ASC Topic 270, Interim Reporting , and ASC Topic 740, Accounting for Income Taxes . At the end of each interim period, management estimates the annual effective t ax rate and applies such rate to the Company’s ordinary quarterly earnings to calculate income tax expense related to ordinary income. Due to the maintenance of a full valuation allowance, the Company had a zero effective tax rate for both the three months ended March 31, 2023 and March 31, 2022. The tax effects of items significant, unusual and infrequent in nature are discretely calculated and recognized in the period during which they occur. The Company’s net operating loss ("NOL") carryforwards and research and development expenditure credit carryforwards may be subject to an annual limitation under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), and similar state provisions if the Company experiences an ownership change within the meaning of such Code sections. In general, an ownership change, as defined by Sections 382 and 383 of the Code, occurs when there is a 50 percentage points or more shift in ownership, consisting of shareholders owning more than 5 % in the Company, occurring within a three-year testing period. The Company performed a formal study through the date of the IPO and determined future utilization of tax attribute carryforwards are not limited per Section 382 of the Internal Revenue Code. The Company has not updated its 382 study since the IPO offering in 2020. Any future changes may limit future utilization of tax attribute carryforwards. Due to the existence of the valuation allowance, limitations created by future ownership changes, if any, will not impact the Company's effective tax rate. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 13 . Net Loss Per Share The table below provides potentially dilutive securities in equivalent shares of common stock not included in the Company’s calculation of diluted loss per share because to do so would be antidilutive: March 31, March 31, Stock options to purchase common stock 578,699 314,354 Restricted stock units 1,048,914 134,777 Common stock warrant 2,421,597 1,047,352 Common stock issuable upon conversion of Convertible Notes 1,623,547 1,623,547 Total 5,672,757 3,120,030 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission, (“SEC”), from which management derived the Company’s condensed consolidated balance sheet as of December 31, 2022. The condensed consolidated financial statements and notes thereto give retrospective effect to the Reverse Stock Split for all periods presented. All common stock, options exercisable for common stock, restricted stock units, warrants and per share amounts contained in the condensed consolidated financial statements have been retrospectively adjusted to reflect the Reverse Stock Split for all periods presented. Concurrent with the Reverse Stock Split, the Company effected a reduction in the number of authorized shares of common stock from 350,000,000 shares to 164,000,000 shares. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The accompanying condensed consolidated financial statements are unaudited, have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, consisting of normal recurring adjustments, that are necessary to present fairly the results for the interim periods presented. Results are not necessarily indicative of results to be expected for the year ending December 31, 2023, any other interim periods, or any future year or period. The balance sheet as of December 31, 2022 included herein was derived from the audited financial statements as of that date. Certain disclosures have been condensed or omitted from the interim financial statements. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates include the valuation of stock options, the valuation of goodwill, accrual for reimbursement claims and settlements, the valuation of warrant liabilities, the valuation of assets held for sale, assessing future tax exposure and the realization of deferred tax assets, and the useful lives and the recoverability of property and equipment. The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities and recorded revenues and expenses that are not readily apparent from other sources. Actual results could differ from those estimates and assumptions. |
Recent Accounting Pronouncements Adopted | Recent Accounting Pronouncements Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses , which requires the measurement of expected credit losses for financial instruments carried at amortized cost, such as accounts receivable, held at the reporting date based on historical experience, current conditions and reasonable forecasts. The main objective of this standard is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financing Instruments–Credit Losses , which included an amendment of the effective date. The Company adopted this standard on January 1, 2023, and it did not have a material impact on the condensed consolidated financial statements. |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU No. 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)-Accounting for Convertible Instruments and Contracts in an Entity's Own Equity , which simplifies the accounting for convertible instruments, amends the guidance on derivative scope exceptions for contracts in an entity's own equity, and modifies the guidance on diluted earnings per share calculations as a result of these changes. The standard is effective for the Company for annual reporting periods beginning after December 15, 2023. The Company is currently evaluating the impact the adoption of this standard may have on its consolidated financial statements. |
Strategic Transformation (Table
Strategic Transformation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Results of Discontinued Operations and Class of Assets and Liabilities | The following table presents the combined results of discontinued operations of the Laboratory Operations (in thousands) for the three months ended March 31, 2022 . There was no gain or loss from discontinued operations for the three months ended March 31, 2023: Three Months Ended 2022 Revenues $ 1,268 Operating expenses: Selling, general and administrative 586 Total operating expenses 586 Net gain from discontinued operations $ 682 The following table presents the carrying amounts of the remaining assets held for sale related to the Laboratory Operations as of March 31, 2023 and December 31, 2022 (in thousands): March 31, December 31, Current assets of disposal group held for sale Property and equipment, net 2,509 2,603 Total current assets of disposal group held for sale (1) $ 2,509 $ 2,603 (1) The remaining assets of the Laboratory Operations are classified as held for sale and are classified as current in the unaudited condensed consolidated balance sheet at March 31, 2023 and December 31, 2022 , because they are expected to be sold within one year. |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): March 31, December 31, Prepaid expenses $ 3,059 $ 3,634 Other current assets 309 565 Total $ 3,368 $ 4,199 |
Summary of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): March 31, December 31, Computers and software $ 1,421 $ 2,715 Building and leasehold improvements 823 750 Laboratory equipment 648 958 Furniture, fixtures, and office equipment 889 1,138 Construction in progress 9 92 Total property and equipment 3,790 5,653 Less accumulated depreciation and amortization ( 2,292 ) ( 3,999 ) Property and equipment, net $ 1,498 $ 1,654 |
Schedule of Other Assets | Other assets consisted of the following (in thousands): March 31, December 31, Investment in Enumera $ 6,000 $ 6,000 Other 259 201 Total $ 6,259 $ 6,201 |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): March 31, December 31, Accrual for reimbursement claims and settlements, current (1) $ 8,472 $ 8,372 Commissions and bonuses 700 1,433 Vacation and payroll benefits 1,661 1,724 Accrued professional services 790 307 Accrued interest 3,318 890 Lease liabilities, current 890 893 Insurance financing 502 445 Contract liabilities 44 47 Other (2) 2,610 2,050 Total $ 18,987 $ 16,161 (1) Revenues related to Laboratory Operations have all been discontinued; amounts related to the revenue reserve generated from the Laboratory Operations remain on the balance sheet. (2) Included in this amount are contracts that the Company is responsible for that were expensed in discontinued operations in 2021. |
Summary of Other Long-term Liabilities | Other long-term liabilities consisted of the following (in thousands): March 31, December 31, Lease liabilities, net of current portion 1,330 601 Other (1) 3,643 4,095 Total $ 4,973 $ 4,696 (1) Included in this amount are contracts that the Company is responsible for that were expensed in discontinued operations in 2021. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Inputs and Assumptions used to Determine Fair Value of Warrant Liability | At March 31, 2023, the fair value of the warrant liabilities were estimated using the Black-Scholes Model with the following inputs and assumptions: March 31, December 31, Risk-free interest rate 3.6 % 4.0 % Expected volatility 102.7 % - 105.2 % 106.2 % - 107.1 % Stock price $ 2.77 $ 3.30 Expected life (years) 3.4 - 5.1 3.6 - 5.4 |
Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value (in thousands): Level 1 Level 2 Level 3 March 31, 2023 Warrant liabilities $ — $ — $ 2,674 December 31, 2022 Money market funds (1) $ 5 $ — $ — Warrant liabilities $ — $ — $ 3,538 (1) Included in cash and cash equivalents in the accompanying condensed consolidated balance sheets. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Net Minimum Payments Under Non-Cancelable Operating Leases | As of March 31, 2023, future lease payments under the non-cancelable operating leases were as follows (in thousands): Year ending December 31, Minimum 2023 (remaining) $ 829 2024 938 2025 507 2026 215 2027 and thereafter 18 Total minimum lease payments 2,507 Less: interest ( 287 ) Present value of lease liabilities $ 2,220 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Options Activity under Plans | The following table summarizes stock option activity, which includes Performance Awards, under the 2012 Plan, the 2018 Fourth Amended Plan and the 2021 Inducement Plan during the three months ended March 31, 2023: Stock Options Weighted- Weighted- Aggregate Balance at December 31, 2022 582,557 $ 59.89 Options granted 16,000 $ 2.67 Options exercised — — Options forfeited/cancelled ( 4,854 ) $ 33.59 Options expired ( 15,004 ) $ 131.13 Balance at March 31, 2023 578,699 $ 56.68 8.2 $ 3 Vested and expected to vest at March 31, 2023 578,699 $ 56.68 8.2 $ 3 Vested and exercisable at March 31, 2023 172,046 $ 105.56 6.7 $ — |
Summary of Assumptions used to Determine Fair Value of Stock Options Granted | The following table sets forth the assumptions used to determine the fair value of stock options granted during the three months ended March 31, 2023 and 2022: Three Months Ended 2023 2022 Risk-free interest rate 3.6 % 2.0 % - 2.1 % Expected volatility 101.3 % - 102.3 % 90.7 % - 97.3 % Expected dividend yield — % — % Expected life (years) 6.3 years 6.0 - 6.3 years |
Summary of Restricted Stock Units Activity | The following table summarizes RSU activity for the three months ended March 31, 2023: Number of Shares Weighted- Balance at December 31, 2022 278,112 $ 38.95 Granted 920,571 $ 2.56 Vested ( 146,320 ) $ 5.36 Forfeited/cancelled ( 3,449 ) $ 31.85 Balance at March 31, 2023 1,048,914 $ 11.72 |
Schedule of Stock-based Compensation Expense | The following table presents total stock-based compensation expense included in each functional line item in the accompanying condensed consolidated statements of operations (in thousands): Three Months Ended 2023 2022 Research and development 855 337 Selling, general and administrative 1,529 1,716 Total stock-based compensation expense $ 2,384 $ 2,053 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Summary of Potentially Dilutive Securities Not Included in Calculation of Diluted Loss Per Share | The table below provides potentially dilutive securities in equivalent shares of common stock not included in the Company’s calculation of diluted loss per share because to do so would be antidilutive: March 31, March 31, Stock options to purchase common stock 578,699 314,354 Restricted stock units 1,048,914 134,777 Common stock warrant 2,421,597 1,047,352 Common stock issuable upon conversion of Convertible Notes 1,623,547 1,623,547 Total 5,672,757 3,120,030 |
Organization and Description _2
Organization and Description of Business - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Carrying value of convertible notes, net of discount | $ 128,185 | $ 127,811 | |
Cash and cash equivalents | 30,463 | 30,486 | |
Accumulated deficit | 844,284 | $ 826,843 | |
Net loss | 17,441 | $ 13,808 | |
Cash used in operating activities | 12,098 | $ 23,955 | |
7.25% Convertible Senior Notes due 2025 | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Carrying value of convertible notes, net of discount | $ 128,200 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - shares | Mar. 31, 2023 | Jan. 03, 2023 | Dec. 31, 2022 |
Summary Of Significant Accounting Policies [Line Items] | |||
Common Stock, Shares Authorized | 164,000,000 | 164,000,000 | |
Accounting Standards Update 2016-13 [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Change in accounting principle, accounting standards update, adopted [true false] | false | ||
Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Common Stock, Shares Authorized | 350,000,000 | ||
Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Common Stock, Shares Authorized | 164,000,000 |
Strategic Transformation - Addi
Strategic Transformation - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | May 31, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Gain or loss from discontinued operations | $ 0 | $ 682,000 | |
Enumera Molecular, Inc | Series A-1 Preferred Stock | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Minority ownership shares, issued | 6,000,000 | ||
Minority ownership received in preferred stock | $ 6,000,000 | ||
Enumera Molecular, Inc | Series A-1 Preferred Stock | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Minority ownership, percentage | 25% |
Strategic Transformation - Summ
Strategic Transformation - Summary of Results of Discontinued Operations (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Revenue | $ 1,268,000 | |
Selling, general and administrative | 586,000 | |
Total operating expenses | 586,000 | |
Net gain from discontinued operations | $ 0 | $ 682,000 |
Strategic Transformation - Su_2
Strategic Transformation - Summary of Carrying Amounts of the Classes of Assets and Liabilities of Discontinued Operations (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | |
Disposal Group, Including Discontinued Operation, Assets [Abstract] | |||
Total current assets of disposal group held for sale | $ 2,509 | $ 2,603 | |
Discontinued Operations, Held-for-sale | |||
Disposal Group, Including Discontinued Operation, Assets [Abstract] | |||
Property and equipment, net | 2,509 | 2,603 | |
Total current assets of disposal group held for sale | [1] | $ 2,509 | $ 2,603 |
[1] The remaining assets of the Laboratory Operations are classified as held for sale and are classified as current in the unaudited condensed consolidated balance sheet at March 31, 2023 and December 31, 2022 , because they are expected to be sold within one year. |
Revenues - Additional Informati
Revenues - Additional Information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Performance obligations resulted in increase (decrease) of revenue | $ 1.4 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid expenses | $ 3,059 | $ 3,634 |
Other current assets | 309 | 565 |
Total | $ 3,368 | $ 4,199 |
Balance Sheet Components - Su_2
Balance Sheet Components - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 3,790 | $ 5,653 |
Less accumulated depreciation and amortization | (2,292) | (3,999) |
Property and equipment, net | 1,498 | 1,654 |
Computers and Software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,421 | 2,715 |
Building and Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 823 | 750 |
Laboratory Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 648 | 958 |
Furniture, Fixtures, and Office Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 889 | 1,138 |
Construction in Progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 9 | $ 92 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Other Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Other | $ 259 | $ 201 |
Total | 6,259 | 6,201 |
Enumera Molecular, Inc | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Investment in Enumera | $ 6,000 | $ 6,000 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Depreciation expense | $ 0.1 | $ 0.3 |
Balance Sheet Components - Su_3
Balance Sheet Components - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accrual for reimbursement claims and settlements, current | [1] | $ 8,472 | $ 8,372 |
Commissions and bonuses | 700 | 1,433 | |
Vacation and payroll benefits | 1,661 | 1,724 | |
Accrued professional services | 790 | 307 | |
Accrued interest | 3,318 | 890 | |
Lease liabilities, current | 890 | 893 | |
Insurance financing | 502 | 445 | |
Contract liabilities | 44 | 47 | |
Other | [2] | 2,610 | 2,050 |
Total | $ 18,987 | $ 16,161 | |
[1] Revenues related to Laboratory Operations have all been discontinued; amounts related to the revenue reserve generated from the Laboratory Operations Included in this amount are contracts that the Company is responsible for that were expensed in discontinued operations in 2021. |
Balance Sheet Components - Su_4
Balance Sheet Components - Summary of Other Long-term Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Lease liabilities, net of current portion | $ 1,330 | $ 601 | |
Other | [1] | 3,643 | 4,095 |
Total | $ 4,973 | $ 4,696 | |
[1] Included in this amount are contracts that the Company is responsible for that were expensed in discontinued operations in 2021. |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Fair Value Assets Level 2 To Level 1Transfers Amount 1 | $ 0 | $ 0 | |
Carrying value of convertible notes, net of discount | 128,185,000 | $ 127,811,000 | |
Fair value of convertible notes | $ 74,700,000 | $ 71,800,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Inputs and Assumptions used to Determine Fair Value of Warrant Liability (Details) - Level 3 - Warrant Liability | Mar. 31, 2023 $ / shares | Dec. 31, 2022 $ / shares |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Share Price | $ 2.77 | $ 3.30 |
Minimum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Expected life (years) | 3 years 4 months 24 days | 3 years 7 months 6 days |
Maximum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Expected life (years) | 5 years 1 month 6 days | 5 years 4 months 24 days |
Risk-free interest rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement inputs | 3.6 | 4 |
Expected volatility | Minimum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement inputs | 102.7 | 106.2 |
Expected volatility | Maximum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement inputs | 105.2 | 107.1 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value on Recurring Basis - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | |
Level 1 | Warrant Liability | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total liabilities at fair value | $ 0 | $ 0 | |
Level 1 | Money Market Funds | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total assets at fair value | [1] | 5 | |
Level 2 | Warrant Liability | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total liabilities at fair value | 0 | 0 | |
Level 2 | Money Market Funds | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total assets at fair value | [1] | 0 | |
Level 3 | Warrant Liability | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total liabilities at fair value | $ 2,674 | 3,538 | |
Level 3 | Money Market Funds | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total assets at fair value | [1] | $ 0 | |
[1] (1) Included in cash and cash equivalents in the accompanying condensed consolidated balance sheets. |
Convertible Notes - Additional
Convertible Notes - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Dec. 31, 2020 USD ($) $ / shares | Mar. 31, 2023 USD ($) TradingDays | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||
Interest expense | $ 2,680 | $ 2,760 | ||
Unamortized discount | 4,500 | $ 4,900 | ||
Amortization of debt discount and non-cash interest | 374 | 343 | ||
Interest Expense | ||||
Debt Instrument [Line Items] | ||||
Amortization of debt discount and non-cash interest | 400 | 300 | ||
7.25% Convertible Senior Notes due 2025 | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 168,500 | |||
Debt instrument, annual interest rate | 7.25% | |||
Debt instrument, issuance date | Dec. 07, 2020 | |||
Debt instrument, frequency of periodic payment | semi-annually | |||
Debt instrument due date | Dec. 01, 2025 | |||
Debt instrument, initial payment date | Jun. 01, 2021 | |||
Outstanding balance | 132,700 | $ 132,700 | ||
Interest expense | $ 2,400 | $ 2,400 | ||
Debt instrument, convertible, initial conversion rate per $1,000 principal amount of convertible notes | 11.1204 | |||
Debt instrument convertible initial conversion price | $ / shares | $ 89.92 | |||
Debt instrument, redemption period, start date | Dec. 01, 2023 | |||
Debt instrument, convertible, threshold percentage of stock price trigger | 130% | |||
Debt instrument, convertible, threshold trading days | TradingDays | 20 | |||
Debt instrument, convertible, threshold consecutive trading days | TradingDays | 30 | |||
Events of default, description | The Convertible Notes have customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture), which include the following: (i) certain payment defaults on the Convertible Notes (which, in the case of a default in the payment of interest on the Convertible Notes, will be subject to a 30-day cure period); (ii) the Company’s failure to send certain notices under the Indenture within specified periods of time; (iii) the Company’s failure to comply with certain covenants in the Indenture relating to the Company’s ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to another person; (iv) a default by the Company in its other obligations or agreements under the Indenture or the Convertible Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture; (v) certain defaults by the Company or any of its subsidiaries with respect to indebtedness for borrowed money of at least $7.5 million; (vi) the rendering of certain judgments against the Company or any of its subsidiaries for the payment of at least $7.5 million, where such judgments are not discharged or stayed within 60 days after the date on which the right to appeal has expired or on which all rights to appeal have been extinguished; and (vii) certain events of bankruptcy, insolvency and reorganization involving the Company or any of the Company’s significant subsidiaries. | |||
Debt instrument, effective interest rate | 8.70% | |||
7.25% Convertible Senior Notes due 2025 | Minimum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, debt default, amount | $ 7,500 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |||||
Jan. 12, 2023 | Nov. 30, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Aug. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||||||
Common stock, shares outstanding | 11,858,990 | 8,928,498 | |||||
Interest expense | $ 2,680 | $ 2,760 | |||||
Warrants to purchase number of common stock, shares | 77,280 | ||||||
7.25% Convertible Senior Notes due 2025 | |||||||
Related Party Transaction [Line Items] | |||||||
Interest expense | $ 2,400 | $ 2,400 | |||||
Debt instrument, annual interest rate | 7.25% | ||||||
Securities Purchase Agreement | Maximum | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock outstanding, percentage | 5% | ||||||
Securities Purchase Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock outstanding, percentage | 5% | ||||||
Share issued, price per share | $ 7.50 | ||||||
Warrants to purchase number of common stock, shares | 90,000 | ||||||
Warrants exercise price per share | $ 8.22 | ||||||
Date from which warrants are exercisable | May 09, 2023 | ||||||
Warrants maturity date | May 09, 2028 | ||||||
Proceeds from waiver of cash interest payment obligation | $ 3,800 | ||||||
Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Issuance of common stock | 2,853,109 | 85,213 | |||||
Common Stock | Securities Purchase Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Issuance of common stock | 800,000 | ||||||
Warrants to purchase number of common stock, shares | 800,000 | ||||||
Athyrium | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock, shares outstanding | 1,694,484 | 1,694,484 | |||||
Common stock outstanding, percentage | 14.30% | 19% | |||||
Aggregate principal amount of convertible notes | $ 103,500 | $ 103,500 | |||||
Accrued interest expense | $ 2,500 | $ 600 | |||||
Athyrium | Securities Purchase Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Share issued, price per share | $ 7.50 | ||||||
Warrants exercise price per share | $ 8.22 | ||||||
Proceeds from waiver of cash interest payment obligation | $ 3,800 | ||||||
Athyrium | Securities Purchase Agreement | 7.25% Convertible Senior Notes due 2025 | |||||||
Related Party Transaction [Line Items] | |||||||
Interest expense | $ 3,800 | ||||||
Debt instrument, annual interest rate | 7.25% | ||||||
Athyrium | Warrants | |||||||
Related Party Transaction [Line Items] | |||||||
Class of Warrant or Right, Outstanding | 824,136 | 824,136 | |||||
Warrants exercise price per share | $ 8.22 | ||||||
Athyrium | Common Stock | Securities Purchase Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Issuance of common stock | 500,250 | ||||||
Warrants to purchase number of common stock, shares | 500,250 | ||||||
Athyrium | Common Stock | Amend outstanding warrants | |||||||
Related Party Transaction [Line Items] | |||||||
Warrants to purchase number of common stock, shares | 323,886 | ||||||
Warrants exercise price per share | $ 71 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 3 Months Ended | |||||||
Dec. 22, 2020 Case | Dec. 03, 2020 Case | Jul. 23, 2020 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Nov. 16, 2020 USD ($) | Jul. 21, 2020 State | |
Commitment And Contingencies [Line Items] | ||||||||
Right-of-use assets | $ 2,246,000 | $ 1,482,000 | ||||||
Lease liabilities, current | 890,000 | 893,000 | ||||||
Lease liabilities, net of current portion | 1,330,000 | 601,000 | ||||||
Operating lease costs | 400,000 | $ 300,000 | ||||||
cash paid for operating leases | $ 400,000 | 400,000 | ||||||
Weighted average imputed interest rate | 9.40% | |||||||
weighted-average remaining lease term | 2 years 6 months | |||||||
Number of states participating in settlement | State | 45 | |||||||
Aggregate amount of historical payments | $ 27,400,000 | |||||||
Payor Recoupment | $ 1,100,000 | |||||||
Number of actions pending | Case | 2 | 2 | ||||||
Accrued Expenses And Other Current Liabilities | ||||||||
Commitment And Contingencies [Line Items] | ||||||||
Remaining accrual balance | 7,100,000 | $ 7,100,000 | ||||||
SDNY Civil Settlement Agreement | ||||||||
Commitment And Contingencies [Line Items] | ||||||||
Interest rate | 1.25% | |||||||
Income taxes percentage of payments related to civil settlement damages awards and tax refund, CARES Act | 26% | |||||||
Maximum acceleration amount | 4,100,000 | |||||||
Income tax discrete benefit related to net operating loss, CARES Act | $ 0 | $ 0 | ||||||
SDNY Civil Settlement Agreement | Minimum | ||||||||
Commitment And Contingencies [Line Items] | ||||||||
Income taxes civil settlement damages awards and tax refund amount in single year, CARES Act | $ 5,000,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Net Minimum Payments Under Non-Cancelable Operating Leases (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 (remaining) | $ 829 |
2024 | 938 |
2025 | 507 |
2026 | 215 |
2027 and thereafter | 18 |
Total minimum lease payments | 2,507 |
Less: interest | $ (287) |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Accrued Expenses And Other Liabilities Current |
Present value of lease liabilities | $ 2,220 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||||||||||
Jan. 12, 2023 $ / shares shares | Jan. 03, 2023 shares | Dec. 19, 2022 shares | Nov. 10, 2022 Vote $ / shares | Nov. 30, 2022 USD ($) $ / shares shares | Nov. 30, 2021 USD ($) | Aug. 31, 2021 $ / shares shares | Jun. 30, 2021 $ / shares shares | Feb. 28, 2021 $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | |
Class Of Stock [Line Items] | ||||||||||||
Common stock authorized to issue | 164,000,000 | 164,000,000 | ||||||||||
Proceeds from issuance of common stock, net | $ | $ 9,000 | $ 12,883 | $ 3,626 | |||||||||
Adjusted common stock purchase warrant to purchase shares of common stock | 77,280 | |||||||||||
Total issuance cost | $ | 800 | |||||||||||
Remeasurement of warrant liability | $ | 300 | |||||||||||
Gain loss on warrant liability | $ | 200 | $ 15,400 | ||||||||||
Reverse stock split description | On January 3, 2023, the Company effected a 1-for-25 reverse stock split of the Company's common stock. | |||||||||||
Warrant liabilities | $ | 6,000 | $ 2,674 | $ 3,538 | |||||||||
Loss on extinguishment | $ | 1,600 | |||||||||||
Increase in fair value of warrants recorded to additional paid in capital | $ | $ 900 | |||||||||||
Number of vote per preferred stock held | Vote | 3,000 | |||||||||||
Minimum | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Common stock authorized to issue | 164,000,000 | |||||||||||
Maximum | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Common stock authorized to issue | 350,000,000 | |||||||||||
Series X Preferred Stock | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | |||||||||||
Preferred stock, shares outstanding | 136,961 | 136,961 | ||||||||||
Redeemable Preferred Stock | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Stock redeemed or called during period, shares | 86,210 | |||||||||||
Undesignated Preferred Stock | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Preferred stock, shares authorized | 10,000,000 | |||||||||||
Amendment One | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Adjusted common stock purchase warrant to purchase shares of common stock | 104,895 | |||||||||||
Warrants exercise price per share | $ / shares | $ 171.50 | |||||||||||
Amendment Two | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Adjusted common stock purchase warrant to purchase shares of common stock | 403,887 | |||||||||||
Warrants exercise price per share | $ / shares | $ 71 | |||||||||||
Securities Purchase Agreement | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Adjusted common stock purchase warrant to purchase shares of common stock | 90,000 | |||||||||||
Share issued, price per share | $ / shares | $ 7.50 | |||||||||||
Warrants exercise price per share | $ / shares | $ 8.22 | |||||||||||
Date from which warrants are exercisable | May 09, 2023 | |||||||||||
Warrants maturity date | May 09, 2028 | |||||||||||
Proceeds from waiver of cash interest payment obligation | $ | $ 3,800 | |||||||||||
Sale Agreement | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Common stock issued and sold | 2,853,109 | 85,213 | ||||||||||
Proceeds from Sale of Equity | $ | $ 12,600 | $ 3,600 | ||||||||||
Sale of stock weighted average purchase price | $ / shares | $ 4.69 | $ 43.91 | ||||||||||
Sale Agreement | B Riley Securities, Inc [Member] | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Rate of commission proposed for agents | 3% | |||||||||||
Aggregate offering price | $ | $ 70,000 | $ 90,000 | ||||||||||
Common Stock | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Common stock authorized to issue | 164,000,000 | |||||||||||
Issuance of stock, net, shares | 2,853,109 | 85,213 | ||||||||||
Common Stock | Securities Purchase Agreement | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Issuance of stock, net, shares | 800,000 | |||||||||||
Adjusted common stock purchase warrant to purchase shares of common stock | 800,000 | |||||||||||
Overallotment Warrant Option [Member] | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Proceeds from issuance of common stock warrants | $ | $ 3,800 | |||||||||||
Remeasurement of warrant liability | $ | $ 2,300 | $ 3,000 | ||||||||||
Gain loss on warrant liability | $ | $ 700 | |||||||||||
Underwritten Public Offering | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Shares issued, price per share | $ / shares | $ 7.50 | $ 25 | ||||||||||
Adjusted common stock purchase warrant to purchase shares of common stock | 1,300,250 | 1,600,000 | ||||||||||
Share issued, price per share | $ / shares | $ 0.25 | |||||||||||
Warrants exercise price per share | $ / shares | $ 8.22 | $ 25 | ||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | |||||||||||
Option Warrants Available To Purchase For Underwriters | 240,000 | |||||||||||
Shares issued, price per share | $ / shares | $ 24.75 | |||||||||||
Warrant liabilities | $ | $ 500 | |||||||||||
Underwritten Public Offering | Maximum | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Option Shares Available To Purchase For Underwriter | 240,000 | |||||||||||
Underwritten Public Offering | Common Stock | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Common stock issued and sold | 1,300,250 | 1,600,000 | ||||||||||
Private Placement | Securities Purchase Agreement | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Issuance of stock, net, shares | 647,773 | 174,825 | ||||||||||
Adjusted common stock purchase warrant to purchase shares of common stock | 647,773 | 174,825 | ||||||||||
Warrants exercise price per share | $ / shares | $ 71 | $ 171.50 | ||||||||||
Private Placement | Common Stock | Securities Purchase Agreement | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Issuance of stock, net, shares | 627,773 | 174,825 | ||||||||||
Private Placement | Pre- funded warrant | Securities Purchase Agreement | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Adjusted common stock purchase warrant to purchase shares of common stock | 20,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Nov. 03, 2021 | Jun. 30, 2020 | Feb. 28, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Weighted-average grant date fair value of options granted | $ 2.80 | $ 19.09 | |||
Unrecognized compensation cost related to unvested stock options expected to be recognized amount | $ 9.3 | ||||
Unrecognized compensation cost related to unvested stock options expected to be recognized over remaining weighted average vesting period | 2 years 7 months 6 days | ||||
Restricted Stock Units (RSUs) | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized compensation cost related to unvested stock options expected to be recognized over remaining weighted average vesting period | 3 years 8 months 12 days | ||||
Unrecognized compensation cost related to restricted stock options expected to be recognized amount | $ 10.3 | ||||
2012 Stock Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock options issuable under the plan | 0 | ||||
2018 Equity Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares available for future grant | 157,027 | ||||
2020 Employee Stock Purchase Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common stock shares reserved for future issuance | 71,450 | 20,400 | |||
Inducement Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares available for future grant | 260,000 | ||||
2021 Inducement Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares available for future grant | 110,799 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Options Activity under Plans (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Stock Options Outstanding Balance at December 31, 2022 | shares | 582,557 |
Stock Options Outstanding Options granted | shares | 16,000 |
Stock Options Outstanding Options exercised | shares | 0 |
Stock Options Outstanding Options forfeited/cancelled | shares | (4,854) |
Stock Options Outstanding Options expired | shares | (15,004) |
Stock Options Outstanding Balance at March 31, 2023 | shares | 578,699 |
Stock Options Outstanding Vested and expected to vest at March 31, 2023 | shares | 578,699 |
Stock Options Outstanding Vested and exercisable at March 31, 2023 | shares | 172,046 |
Weighted-Average Exercise Price Balance at December 31, 2022 | $ / shares | $ 59.89 |
Weighted-Average Exercise Price Options granted | $ / shares | 2.67 |
Weighted-Average Exercise Price Options exercised | $ / shares | 0 |
Weighted-Average Exercise Price Options forfeited/cancelled | $ / shares | 33.59 |
Weighted-Average Exercise Price Options expired | $ / shares | 131.13 |
Weighted-Average Exercise Price Balance at March 31, 2023 | $ / shares | 56.68 |
Weighted-Average Exercise Price Vested and expected to vest at March 31, 2023 | $ / shares | 56.68 |
Weighted-Average Exercise Price Vested and exercisable at March 31, 2023 | $ / shares | $ 105.56 |
Weighted-Average Remaining Contractual Term (in years) Balance at March 31, 2023 | 8 years 2 months 12 days |
Weighted-Average Remaining Contractual Term (in years) Vested and expected to vest at March 31, 2023 | 8 years 2 months 12 days |
Weighted-Average Remaining Contractual Term (in years) Vested and exercisable at March 31, 2023 | 6 years 8 months 12 days |
Aggregate Intrinsic Value Balance at March 31, 2023 | $ | $ 3 |
Aggregate Intrinsic Value Vested and expected to vest at March 31, 2023 | $ | 3 |
Aggregate Intrinsic Value Vested and exercisable at March 31, 2023 | $ | $ 0 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Assumptions used to Determine Fair Value of Stock Options Granted (Details) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate, minimum | 2% | |
Risk-free interest rate, maximum | 2.10% | |
Risk-free interest rate | 3.60% | |
Expected volatility, minimum | 101.30% | 90.70% |
Expected volatility, maximum | 102.30% | 97.30% |
Expected dividend yield | 0% | 0% |
Expected life (years) | 6 years 3 months 18 days | |
Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected life (years) | 6 years | |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected life (years) | 6 years 3 months 18 days |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Beginning Balance | shares | 278,112 |
Number of Shares, Granted | shares | 920,571 |
Number of Shares, Vested | shares | (146,320) |
Number of Shares, Forfeited/cancelled | shares | (3,449) |
Number of Shares, Ending Balance | shares | 1,048,914 |
Weighted Average Grant Date Fair Value beginning of period | $ / shares | $ 38.95 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 2.56 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 5.36 |
Weighted Average Grant Date Fair Value, Forfeited/cancelled | $ / shares | 31.85 |
Weighted Average Grant Date Fair Value end of period | $ / shares | $ 11.72 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total Stock-based compensation expense | $ 2,384 | $ 2,053 |
Research and development | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total Stock-based compensation expense | 855 | 337 |
Selling, general and administrative | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total Stock-based compensation expense | $ 1,529 | $ 1,716 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax [Line Items] | ||
Effective tax rate | 0% | 0% |
Maximum | ||
Income Tax [Line Items] | ||
Testing period for ownership change | 3 years | |
Minimum | ||
Income Tax [Line Items] | ||
Percentage of shift in stock ownership to determine whether ownership change occurred | 50% | |
Percentage of shareholders ownership | 5% |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Potentially Dilutive Securities Not Included in Calculation of Diluted Loss Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities not included in calculation of diluted loss per share | 5,672,757 | 3,120,030 |
Stock Options To Purchase Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities not included in calculation of diluted loss per share | 578,699 | 314,354 |
Restricted Stock Units (RSUs) | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities not included in calculation of diluted loss per share | 1,048,914 | 134,777 |
Common Stock Warrant | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities not included in calculation of diluted loss per share | 2,421,597 | 1,047,352 |
Common Stock Issuable Upon Conversion of Convertible Notes | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities not included in calculation of diluted loss per share | 1,623,547 | 1,623,547 |