Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 27, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-40894 | ||
Entity Registrant Name | IsoPlexis Corporation | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 46-2179799 | ||
Entity Address, Address Line One | 35 NE Industrial Road | ||
Entity Address, City or Town | Branford | ||
Entity Address, State or Province | CT | ||
Entity Address, Postal Zip Code | 06405 | ||
City Area Code | 203 | ||
Local Phone Number | 208-4111 | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | ISO | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 13,180,510 | ||
Entity Common Stock, Shares Outstanding | 39,763,101 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE None. | ||
Entity Central Index Key | 0001615055 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | Hartford, CT |
Auditor Firm ID | 34 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 37,465 | $ 126,566 |
Accounts receivable (net of allowance for doubtful accounts of $325 thousand as of December 31, 2022 and $46 thousand as of December 31, 2021) | 4,502 | 4,100 |
Inventories, net | 27,516 | 24,299 |
Prepaid expenses and other current assets | 2,382 | 3,478 |
Total current assets | 71,865 | 158,443 |
Property and equipment, net | 11,237 | 5,778 |
Intangible assets, net | 19,824 | 21,008 |
Operating lease right-of-use assets | 5,068 | 0 |
Other assets | 1,074 | 2,243 |
Total assets | 109,068 | 187,472 |
Current liabilities: | ||
Accounts payable | 2,782 | 4,839 |
Accrued expenses and other current liabilities | 13,495 | 7,827 |
Deferred revenue | 1,434 | 915 |
Total current liabilities | 17,711 | 13,581 |
Long-term operating lease obligations | 3,735 | 0 |
Long-term debt | 46,355 | 31,646 |
Total liabilities: | 67,801 | 45,227 |
Commitments and Contingencies (Notes 10, 13 and 14) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value; 20,000,000 and zero shares authorized at December 31, 2022 and 2021, respectively; and zero shares issued or outstanding | 0 | 0 |
Common stock, $0.001 par value, 400,000,000 shares authorized; 39,671,235 and 39,036,010 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 40 | 39 |
Additional paid-in capital | 281,203 | 276,179 |
Accumulated other comprehensive income (loss) | (6) | 0 |
Accumulated deficit | (239,970) | (133,973) |
Total stockholders’ equity | 41,267 | 142,245 |
Total liabilities and stockholders’ equity | $ 109,068 | $ 187,472 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 12, 2021 | Sep. 27, 2021 |
Statement of Financial Position [Abstract] | ||||
Accounts Receivable, Allowance for Credit Loss, Current | $ 325 | $ 46 | ||
Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 | ||
Preferred Shares authorized | 20,000,000 | 0 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 400,000,000 | 400,000,000 | ||
Common stock, shares, issued | 39,671,235 | 39,036,010 | 1,643,374 | |
Common stock, shares, outstanding | 39,671,235 | 39,036,010 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | ||
Total revenue | $ 16,761 | $ 17,258 |
Gross profit | (925) | 8,766 |
Operating expenses: | ||
Research and development expenses | 23,504 | 20,966 |
General and administrative expenses | 42,680 | 26,349 |
Sales and marketing expenses | 29,876 | 37,774 |
Restructuring expenses | 4,245 | 0 |
Total operating expenses | 100,305 | 85,089 |
Loss from operations | (101,230) | (76,323) |
Other income (expense): | ||
Interest expense, net | (5,342) | (3,618) |
Other (expense) income, net | 575 | (1,628) |
Net loss | (105,997) | (81,569) |
Accrued dividends on preferred stock | 0 | (10,455) |
Net loss attributable to common stockholders | (105,997) | (92,024) |
Net loss attributable to common stockholders | $ (105,997) | $ (92,024) |
Basic net loss per common share (in usd per share) | $ (2.70) | $ (8.99) |
Diluted net loss per common share (in usd per share) | $ (2.70) | $ (8.99) |
Weighted-average common shares outstanding—basic | 39,318,348 | 10,239,869 |
Weighted-average common shares outstanding—diluted | 39,318,348 | 10,239,869 |
Product revenue | ||
Revenue | ||
Total revenue | $ 13,852 | $ 16,201 |
Cost of goods and services sold | 17,453 | 8,445 |
Service revenue | ||
Revenue | ||
Total revenue | 2,909 | 1,057 |
Cost of goods and services sold | $ 233 | $ 47 |
CONSOLIDATED COMPREHENSIVE INCO
CONSOLIDATED COMPREHENSIVE INCOME (LOSS) STATEMENTS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (105,997) | $ (81,569) |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | ||
Foreign currency translation adjustment | (6) | 0 |
Comprehensive loss | $ (106,003) | $ (81,569) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Series A | Series A-2 | Series B | Series B-2 | Series C | Series C-2 | Series D | Common Stock | Additional Paid-in Capital | Accumulated Comprehensive Other Income (Loss) | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2020 | 253,862 | 290,002 | 376,061 | 237,183 | 564,287 | 515,218 | 975,039 | |||||
Beginning balance at Dec. 31, 2020 | $ 1,596 | $ 3,623 | $ 6,606 | $ 6,991 | $ 24,839 | $ 24,929 | $ 74,876 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||
Issuance of preferred stock (in shares) | 3,178 | 0 | 130,006 | |||||||||
Issuance of Preferred Stock | $ 247 | $ 0 | $ 10,000 | |||||||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Ending balance at Dec. 31, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Beginning balance (in shares) at Dec. 31, 2020 | 2,133,904 | |||||||||||
Beginning balance at Dec. 31, 2020 | $ (51,251) | $ 2 | $ 1,151 | $ 0 | $ (52,404) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Exercise of common stock options (in shares) | 167,044 | |||||||||||
Exercise of common stock options | 70 | $ 1 | 69 | |||||||||
Stock-based compensation | 2,083 | 2,083 | ||||||||||
Net loss | (81,569) | (81,569) | ||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 39,036,010 | |||||||||||
Ending balance at Dec. 31, 2021 | $ 142,245 | $ 39 | 276,179 | 0 | (133,973) | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||
Conversion of preferred stock (in shares) | (253,862) | (293,180) | (376,061) | (237,183) | (564,287) | (515,218) | (1,105,045) | |||||
Conversion of preferred stock | $ (1,596) | $ (3,870) | $ (6,606) | $ (6,991) | $ (24,839) | $ (24,929) | $ (84,876) | |||||
Ending balance (in shares) at Dec. 31, 2022 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Ending balance at Dec. 31, 2022 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Exercise of common stock options (in shares) | 486,077 | 486,077 | ||||||||||
Exercise of common stock options | $ 331 | $ 1 | 330 | |||||||||
Restricted stock awards released (in shares) | 149,148 | |||||||||||
Stock-based compensation | $ 4,394 | 4,394 | ||||||||||
Warrant modification expense | 300 | 300 | ||||||||||
Conversion of preferred stock (in shares) | 26,758,688 | |||||||||||
Conversion of preferred stock | 153,707 | $ 27 | 153,680 | |||||||||
Accrued dividend on preferred shares converted to common shares | 1,643,374 | |||||||||||
Accrued dividend on preferred shares converted to common shares | 0 | $ 1 | (1) | |||||||||
IPO issuance (in shares) | 8,333,000 | |||||||||||
Issuance of common stock from initial public offering, net of underwriting and issuance costs of $14,451 | 110,545 | $ 8 | 110,537 | |||||||||
Reclassification of warrant liability to equity | 8,660 | 8,660 | ||||||||||
Other comprehensive loss | (6) | (6) | ||||||||||
Net loss | (105,997) | (105,997) | ||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 39,671,235 | |||||||||||
Ending balance at Dec. 31, 2022 | $ 41,267 | $ 40 | $ 281,203 | $ (6) | $ (239,970) |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Preferred Stock | |
Issuance costs | $ 0 |
Common Stock | |
Issuance costs | $ 14,451,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | |||
Net loss | $ (105,997) | $ (81,569) | $ (81,600) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 3,533 | 2,307 | |
Provision for warranty costs | 390 | 250 | |
Change in fair value of warrants and loan commitment | 0 | 4,460 | |
Amortization of debt discount | 1,370 | 350 | |
Amortization of right-of-use assets | 1,426 | 0 | |
Stock-based compensation | 4,394 | 2,083 | |
Provision for excess and obsolete inventories | 9,145 | 301 | |
Provision for bad debt | 279 | 0 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (700) | (1,178) | |
Inventories | (12,368) | (20,645) | |
Prepaid expenses and other current assets | 1,092 | (1,322) | |
Other assets | (200) | (253) | |
Operating lease right-of-use assets | (6,494) | 0 | |
Accounts payable | (2,055) | 2,702 | |
Accrued expenses and other current liabilities | 3,701 | 5,448 | |
Deferred revenue | 519 | 559 | |
Operating lease obligations | 5,323 | 0 | |
Net cash used in operating activities | (96,642) | (86,507) | |
Cash flows from investing activities | |||
Purchases of property and equipment | (7,360) | (3,798) | |
Payments for patents acquired and capitalized | (455) | (20,425) | |
Net cash used in investing activities | (7,815) | (24,223) | |
Cash flows from financing activities | |||
Proceeds from initial public offering of common stock, net of underwriting fees of $8,750 | 0 | 116,247 | |
Proceeds received from borrowings on credit agreement | 15,000 | 10,000 | |
Initial public offering costs paid | 0 | (5,702) | |
Exercise of common stock options | 330 | 70 | |
Net cash provided by financing activities | 15,330 | 130,655 | |
Effect of exchange rate changes on cash and cash equivalents | 26 | 0 | |
Net change in cash and cash equivalents | (89,101) | 19,925 | |
Cash and cash equivalents at beginning of period | 126,566 | 106,641 | |
Cash and cash equivalents at end of period | 37,465 | 126,566 | $ 106,641 |
Non-cash investing and financing activities | |||
Exercise of Series A-2 preferred stock warrants | 0 | 207 | |
Conversion of redeemable convertible preferred stock to common stock upon closing of the initial public offering (including $24.7 million of accrued dividends) | 0 | 153,707 | |
Conversion of preferred stock warrants to common stock warrants | 0 | 8,660 | |
Increase in operating lease right-of-use assets | 834 | 0 | |
Increase in operating lease obligations | 834 | 0 | |
Supplemental disclosure of cash flow information | |||
Cash paid for interest | 5,392 | 3,575 | |
Tranche C Term Loan | |||
Non-cash investing and financing activities | |||
Transfer of Tranche B loan commitment to contra-debt upon additional borrowing under credit agreement | 822 | 0 | |
Tranche D Term Loan | |||
Non-cash investing and financing activities | |||
Transfer of Tranche B loan commitment to contra-debt upon additional borrowing under credit agreement | 840 | 0 | |
Tranche B Term Loan | |||
Non-cash investing and financing activities | |||
Transfer of Tranche B loan commitment to contra-debt upon additional borrowing under credit agreement | 0 | 841 | |
Series A-2 | |||
Cash flows from financing activities | |||
Proceeds from issuance or exercise of preferred stock | 0 | 40 | |
Series D | |||
Cash flows from financing activities | |||
Proceeds from issuance or exercise of preferred stock | $ 0 | $ 10,000 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Statement of Cash Flows [Abstract] | |
Sale of stock, underwriting fees | $ 8,750 |
Dividends | $ 24,700 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of operations | Nature of operations IsoPlexis Corporation (together with its subsidiaries, the “Company”) was incorporated in the State of Delaware in March 2013. The Company is a life sciences company building solutions to accelerate the development of curative medicines and personalized therapeutics. The Company’s award-winning single-cell proteomics systems reveal unique biological activity in small subsets of cells, allowing researchers to connect more directly to in-vivo biology and develop more precise and personalized therapies. The Company’s products have been adopted by researchers around the world, including each of the top 15 global pharmaceutical companies by revenue and by approximately 78% of the comprehensive cancer centers in the United States. On December 28, 2018, the Company created IsoPlexis UK Limited (“IsoPlexis UK”), which has remained dormant. IsoPlexis (Shanghai) Trading Co., Ltd. was created on October 9, 2021. On December 21, 2022, the Company entered into an Agreement and Plan of Merger (“the Merger Agreement”) with Berkeley Lights, Inc., (“Berkeley Lights”) and Iceland Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Berkeley Lights (“Merger Sub”). Pursuant to the Merger Agreement and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Berkeley Lights (the “Merger”). Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.001, of the Company (“Common Stock”) issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock owned (i) by the Company as treasury stock, (ii) by Berkeley Lights or Merger Sub (unless owned by Berkeley Lights or Merger Sub in a fiduciary, representative or other capacity on behalf of other persons) or (iii) by any wholly owned subsidiary of the Company or Berkeley Lights (other than Merger Sub and unless held in a fiduciary, representative or other capacity on behalf of other persons)) will be converted into the right to receive 0.6120 fully paid and nonassessable shares (the “Exchange Ratio”) of common stock, par value $0.00005, of Berkeley Lights (“Berkeley Lights Common Stock”) (the “Merger Consideration”), together with cash in lieu of fractional shares of Berkeley Lights Common Stock, if any, and any unpaid dividends or other distributions. The consummation of the Merger is subject to customary closing conditions, including, among others, (i) the adoption of the Merger Agreement by the Company’s stockholders and the approval by Berkeley Lights’ stockholders of the issuance of Berkeley Lights Common Stock to IsoPlexis stockholders in connection with the Merger (the “Share Issuance”), (ii) termination or expiration of any waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) effectiveness of Berkeley Lights’ registration statement on Form S-4 to be filed with the Securities and Exchange Commission (the “SEC”) pursuant to the Merger Agreement, (iv) approval of the listing on The Nasdaq Global Select Market of the shares of Berkeley Lights Common Stock issuable as Merger Consideration, subject to official notice of issuance and (v) the absence of a judgment or law that prevents, makes illegal, enjoins or prohibits the consummation of the Merger. The Merger Agreement generally requires the Company to operate its business in the ordinary course pending consummation of the proposed Merger and restricts the Company, without Berkeley Lights’ consent, from taking certain specified actions until the Merger is completed. Stock Split On September 27, 2021, the Company implemented an 8-for-1 forward stock split (the “Stock Split”) of the Company’s common stock, $0.001 par value per share (“Common Stock”), pursuant to an amendment to the Company’s amended and restated certificate of incorporation approved by the Company’s board of directors and stockholders. As a result of the Stock Split, all Common Stock share and per share data and related information shown in these financial statements and related notes have been adjusted on a retroactive basis for all periods presented. There was no change in the par value of the Company’s Common Stock. Initial public offering On October 12, 2021, the Company closed an initial public offering (“IPO”) of its Common Stock through an underwritten sale of 8,333,000 shares of Common Stock at a price of $15.00 per share. The aggregate net proceeds from the IPO, after deducting underwriting discounts and commissions and other offering expenses payable by the Company, were approximately $110.5 million. The net proceeds from the IPO are being used for general corporate purposes. Preferred stock conversion Upon closing of the IPO on October 12, 2021, all 3,344,836 shares of redeemable convertible preferred stock that were outstanding immediately prior to the closing of the IPO automatically converted into 26,758,688 shares of Common Stock. In addition, the Company issued 1,643,374 shares of Common Stock to the holders of the redeemable convertible preferred stock outstanding immediately prior to the closing of the IPO in respect of accrued dividends thereon accrued to but not including October 12, 2021, based on the IPO price of $15.00 per share. COVID-19 The COVID-19 pandemic developed rapidly in 2020, with a significant number of cases. Measures taken by various governments to contain the virus have affected economic activity. The Company has taken a number of measures to monitor and mitigate the effects of COVID-19, such as safety and health measures for the Company’s employees (such as social distancing and working from home) and securing the supply of materials that are essential to the production process. At this stage, the impact on the Company’s business and results has not been significant and based on the Company’s experience to date, management expects this to remain the case. The Company will continue to follow the various government policies and advice. Liquidity and ability to continue as a going concern The accompanying financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Management has evaluated whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. Since its inception, the Company has incurred net losses and negative cash flows from operations. During the years ended December 31, 2022 and 2021, the Company incurred a net loss of $106.0 million and $81.6 million, respectively, and used $96.6 million and $86.5 million in cash for operations, respectively. In addition, as of December 31, 2022, the Company had an accumulated deficit of $240.0 million. The Company expects to continue to generate operating losses and negative cash flows for the foreseeable future. The Company has financed its operations primarily from the sale of equity securities and debt. The Company may never achieve profitability, and unless and until it does, the Company will continue to need to raise additional capital to fund its operations. In addition, as disclosed in Note 7, as of December 31, 2022, the Company has an outstanding balance under the Credit Agreement of $50.0 million. The Credit Agreement contains customary affirmative and negative covenants, which require the Company to maintain a minimum cash balance of $3.0 million and meet minimum revenue amounts measured on a quarterly basis. As of December 31, 2022, the Company was not in compliance with the minimum total revenue covenant requirement of $26.5 million and was in compliance with the minimum cash balance covenant requirement of $3.0 million. The Company has obtained a waiver of the minimum total revenue requirements for the twelve month period ended December 31, 2022. However, the inherent uncertainties described above may impact the Company’s ability to remain in compliance with these covenants over the next twelve months. If the Company breaches its financial covenants and fails to secure a waiver or forbearance from the third-party lender, such breach or failure could accelerate the repayment of the outstanding borrowings under the Credit Agreement or the exercise of other rights or remedies the third-party lender may have under applicable law. No assurance can be provided a waiver or forbearance will be granted or the outstanding borrowings under the Credit Agreement will be successfully refinanced on terms that are acceptable to the Company. These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern for at least a period of one year from the issuance of these audited consolidated financial statements. The Company may seek additional funding in order to reach its business objectives. The Company may seek these funds either through public debt or equity offerings or further private equity financings, debt financings, and strategic alliances. The Company may not be able to obtain funding on acceptable terms, or at all, and the terms of any funding may adversely affect the holdings or the rights of the Company’s stockholders. If the Company is unable to obtain additional funding, it could adversely affect the Company’s business prospects. The Company is subject to risks common to companies in the life sciences industry. There can be no assurance that the Company’s research and development will be successful, that adequate protection for its intellectual property will be maintained, that any products developed will obtain required regulatory approval, or that any approved products will be commercially viable. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Summary of significant accounting policies Basis of presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted (“GAAP”) in the United States. Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”). Principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, IsoPlexis UK Limited and IsoPlexis (Shanghai) Trading Co., Ltd. All intercompany transactions have been eliminated. 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 disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates are those used in the determination of the fair value of warrant liabilities, useful lives of long-lived assets, inventory valuation, and estimated fair value of common stock for purposes of recording equity-based incentive compensation prior to the Company’s IPO. Cash and cash equivalents Cash equivalents consist of investments in short-term, highly liquid securities having original maturities of three months or less. The carrying values of these assets approximate their fair values. The Company maintains its cash with high-credit quality financial institutions. At times, such amounts may exceed federally insured limits. Accounts receivable, net Accounts receivable are recorded at net realizable value. This value includes an appropriate allowance for credit losses. The Company calculates the allowance based on historical collection experience, the aging of receivables, specific current and expected future macroeconomic and market conditions, and assessments of the current creditworthiness and economic status of customers. The Company considers a receivable delinquent if it is unpaid after the term of the related invoice has expired. Write‑offs are recorded at the time all collection efforts have been exhausted. The Company reviews its allowance for credit losses on a quarterly basis. Inventories, net Inventories are valued at the lower of cost or market. Inventories are accounted for using the first-in, first-out method of determining inventory costs. Inventory quantities on-hand are regularly reviewed, and where necessary, provisions for excess and obsolete inventory, shrinkage, and scrap are recorded based primarily on the Company’s estimated forecast of product demand and production requirements. As of year-ended 2022 and 2021, the Net Inventory balance were $27.5 million and $24.3 million, respectively. Product and services revenue and cost of sales The Company primarily generates product revenue from the sale of single-cell diagnostic equipment and consumables and also generates service revenues by measuring immune responses using the Company's technology. The Company recognizes revenue when and as control of products and services is transferred to customers in an amount that reflects the consideration the Company expects to be entitled from customers in exchange for those products and services. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the transaction price, allocating the transaction prices to each performance obligation in the contract, and recognizing revenue when or as the performance obligations have been satisfied. Revenue recognition for contracts with multiple performance obligations is based on the separate satisfaction of each distinct performance obligation within the contract. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. The Company considers a performance obligation satisfied once the Company has transferred control of a good or service to the customer, meaning the customer has the ability to use and obtain the benefit of the good or service. The transaction price is allocated to each performance obligation in proportion to its standalone selling price. If the product or service has no history of standalone sales or if the sales volume is not sufficient, the Company estimates standalone selling price maximizing the use of observable inputs such as expected cost plus a reasonable margin and competitor pricing. The Company contracts with its customers based on purchase orders, which are short-term single orders. The Company records revenue from sales of single-cell diagnostic equipment and consumables when performance obligations under the terms of a contract with customers are satisfied, which is when control of the goods is transferred to the customer at the time of shipment. Invoicing typically occurs upon shipment and payment is typically due within 30 days from invoice. Product returns are minimal and must be requested by the customer within 72 hours of receipt. The Company recognizes service revenue when performance obligations under the terms of a contract with customers are satisfied, which is generally at the time the analysis data from measuring immune responses using the Company’s technology is made available to the customer. The Company also generates revenues through the sale of extended service type warranties, which are recognized ratably over the contract term as the Company is standing ready to provide services when and if needed. Revenue is recorded net of discounts and sales taxes collected on behalf of governmental authorities. Employee sales commissions are recorded as sales and marketing expenses when incurred as the amortization period for such costs, if capitalized, would have been one year or less. Cost of products and services revenue consists of labor, components and overhead costs related to the products sold and services delivered, as well as royalty expense and amortization under the license technology agreements described in Note 13. The amortization of capitalized intangible assets is recognized in cost of product and service revenue. The amortization of purchased intangible assets is recognized in general and administrative operating expenses. Once products begin selling that utilize the purchased intangibles technology, amortization is recorded to cost of product and service revenue. The Company makes judgements as to its ability to collect outstanding receivables and provides allowances when collections becomes doubtful. Property and equipment Property and equipment, including leasehold improvements, are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are provided on a straight-line basis over the estimated useful lives of the assets, ranging from one The estimated useful lives of the major classes of property and equipment as generally as follows: Estimated Useful Lives Furniture and equipment 1 to 7 years Computers and technology 3 to 5 years Leasehold improvements Lesser of lease term or useful life (approximately 3 to 5 years) Patents Costs related to filing and pursuing patent applications for products that have reached technological feasibility are capitalized and amortized over the estimated period to be benefited, not to exceed the patent lives, which may be as long as 17 years. Patent costs are amortized as part of cost of product and service revenue. The Company periodically evaluates capitalized patent costs to determine if any amounts should be written down. Patent costs for products that have not reached technological feasibility are expensed as incurred in general and administrative expenses since recoverability of such expenditures is uncertain. License agreements The Company has entered into and may continue to enter into license agreements to access and utilize certain technology. The Company evaluates if the license agreement results in acquisition of an asset or a business and then determines if the acquired asset has the ability to generate revenues or is subject to regulatory approval. When regulatory approval is not required and there is a probable future benefit from the license, the Company records the license as an asset and amortizes it over the estimated economic life. The Company records the amortization as a cost of product and service revenue. Leases The Company adopted ASU No. 2016-02 as of January 1, 2022, using a modified retrospective transition approach and elected the optional transition method to apply the provision of ASC 842 as of the effective date, rather than the earliest period presented. The Company elected the “package of practical expedients”, which permits it to not reassess under the new standard the Company’s prior conclusions about lease identification, lease classification and initial direct costs. The Company made an accounting policy election to exempt short-term leases of 12 months or less from balance sheet recognition requirements associated with the new standard. Leases with an initial term of twelve months or less, or on a month-to-month basis, are not recorded on the balance sheet and are recognized on a straight-line basis over the lease term. The Company also elected the practical expedient for use-of-hindsight to conclude on lease term. If applicable, the Company combines lease and non-lease components, which primarily relate to ancillary expenses associated with real estate leases such as common area maintenance charges and management fees. The Company determines if an arrangement is a lease at inception and determines the classification of the lease, as either operating or finance, at commencement. Operating leases are included in operating lease right-of-use (“ROU”) assets, accrued expenses and other current liabilities and long-term operating lease obligations on the Company’s consolidated balance sheets. The Company presently does not have any finance leases. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. The Company’s leases do not provide a readily determinable implicit discount rate. The Company’s borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in similar economic environments. Operating lease ROU assets also factor in any lease payments made, initial direct costs and lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. Some of the Company’s leases include options to extend the lease term. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The adoption of this accounting standard resulted in recording operating lease ROU assets for five real estate and three equipment operating lease arrangements and corresponding operating lease liabilities of $5.7 million and $5.9 million, respectively, as of January 1, 2022. The operating lease ROU assets at adoption were lower than the operating lease liabilities because of the balance of the Company’s deferred rent liabilities of $0.2 million at December 31, 2021, which was reclassified into operating lease assets. The adoption of the standard did not have a material effect on the Company’s consolidated statements of operations or consolidated statements of cash flows. Shipping and handling Shipping and handling expenses are included in cost of product revenue. Research and development state tax credits Research and development (“R&D”) tax credits exchanged for cash pursuant to the Connecticut R&D Tax Credit Exchange Program, which permits a qualified small business engaged in R&D activities within Connecticut to exchange its unused R&D tax credits for a cash amount equal to 65% of the value of exchanged credits, are recorded as a receivable and other income in the year the R&D tax credits relate to, as it is reasonably assured that the R&D tax credits will be received, based upon the Company’s history of filing for and receiving the tax credits. R&D tax credits receivable where cash is expected to be received by the Company more than one year after the balance sheet date are classified as noncurrent in the consolidated balance sheets . The Company has recorded $0.7 million of R&D tax credits receivable as of December 31, 2022 and 2021. Loan commitment The Company’s Credit Agreement (see Note 7) contained a commitment from the lender for an additional tranche of debt under certain conditions. The Company determined the commitment represented a freestanding financial instrument under the definition provided within the ASC Glossary, and therefore initially recorded it at fair value, with reductions in fair value that have occurred each period recorded in earnings. In 2022, the Company split the remaining tranche of debt into two borrowings and the Company drew the entire balance of the loan on June 29, 2022. The balance of the loan commitment asset is $0 at December 31, 2022. At December 31, 2021, the balance of $1.2 million was included in other assets in the consolidated balance sheet. Detachable warrants The Company accounts for detachable warrants on its preferred stock as freestanding financial instruments in accordance with ASC 480, Distinguishing Liabilities from Equity, (“ASC 840”) which requires the Company to separately account for the detachable warrants at fair value. Under liability classification prior to the IPO, the fair value used for the warrants was calculated using the Black-Scholes valuation model. Upon IPO, the warrants were converted into common stock warrants and as a result of meeting the criteria for equity classified instruments in ASC 480, were reclassified into equity at the fair value at conversion. See Notes 3 and 7. Fair value measurements The fair value of assets and liabilities are based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. To the extent that valuation is based on models or inputs that are less observable in the market, the determination of fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Financial instruments measured at fair value on a recurring basis include money market funds, loan commitment assets, and warrant liabilities (Note 3). The fair value of the loan commitment and warrant liabilities was determined based on Level 3 inputs as described in Note 3. An entity may elect to measure many financial instruments and certain other items at fair value at specified election dates. The Company did not elect to measure any additional financial instruments or other items at fair value. There have been no changes to the valuation methods utilized by the Company during the years ended December 31, 2022 or 2021. The Company evaluates transfers between levels at the end of each reporting period. There were no transfers of financial instruments between levels during the years ended December 31, 2022 or 2021. Income taxes The Company has adopted the accounting guidance within ASC 740 on uncertainties in income taxes. ASC Topic 740, Income Taxes, (“ASC 740”) prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Deferred income tax assets and liabilities are recognized for the expected future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to reverse. Deferred income taxes result primarily from temporary differences between the recognition of stock-based compensation and certain other expenses for both financial statement and income tax reporting purposes as well as net operating loss and tax carryforwards. Valuation allowances are recorded to reduce deferred income tax assets when it is more likely than not that a tax benefit will not be realized. The Company has no unrecognized tax benefits at December 31, 2022 and 2021 and its income tax returns after 2018 are subject to audit by the applicable taxing authorities. The Company will recognize any interest and penalties associated with tax matters as part of income tax expense. Stock-based compensation The Company measures stock option awards made to employees and directors based on the estimated fair values of the awards and recognizes the compensation expense over the requisite service period. ASC 718, Stock Compensation , requires the recognition of stock-based compensation expense, using a fair value-based method, for costs related to all stock options granted. Stock-based compensation awards consist of stock options and restricted stock awards, which function similar to restricted stock units. The Company’s determination of the fair value of stock options with time-based vesting on the date of grant utilizes the Black-Scholes option-pricing model, and is impacted by the estimated fair value of its common stock as well as other variables including, but not limited to, the expected term that stock options will remain outstanding, the expected common stock price volatility over the term of the stock option, risk-free interest rates and expected dividends. The fair value of stock options is recognized over the period during which an optionee is required to provide services in exchange for the stock option award, known as the requisite service period, on a straight-line basis. Stock-based compensation expense is recognized based on the fair value determined on the date of grant and is reduced for forfeitures as they occur. The grant date is determined based on the date when a mutual understanding of the key terms of the stock option awards are established. Due to the lack of Company-specific historical implied volatility data, the Company bases its computations of expected volatility on the historical volatility of a representative group of public companies with similar characteristics of the Company, including stage of product development and life science industry focus. The historical volatility is calculated based on a period of time commensurate with the expected term assumption. The Company uses the simplified method as prescribed by the U.S. Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin No. 107, Share-Based Payment , to calculate the expected term for options granted to employees and non-employees, whereby, the expected term equals the arithmetic average of the vesting term and the original contractual term of the options due to its lack of sufficient historical data. The risk-free interest rate is based on U.S. Treasury securities with a maturity date commensurate with the expected term of the associated award. The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock. Prior to the IPO, due to the absence of an active market for the Company’s common stock, the Company utilized methodologies in accordance with the framework of the American Institute of Certified Public Accountants Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation, to estimate the fair value of its common stock. The estimated fair value of the Company’s common stock was determined at each grant based upon a variety of factors, including the illiquid nature of the common stock, arm’s-length sales of the Company’s capital stock (including redeemable convertible preferred stock), the effect of the rights and preferences of the preferred shareholders, and the prospects of a liquidity event. Among other factors are the Company’s financial position and historical financial performance, the status of technological developments within the Company’s research, the composition and ability of the current research and management team, an evaluation or benchmark of the Company’s competition, and the current business climate in the marketplace. Estimates of the fair value of common stock are no longer necessary to determine the fair value of new awards in periods ended after the closing of the IPO since the underlying shares have begun trading publicly. Impairment of long-lived and intangible assets The Company evaluates the recoverability of its long-lived assets, which include property and equipment and intangible assets, whenever events or circumstances indicate that the carrying amount of these assets may not be recoverable. Recoverability of an asset or asset group is measured by comparison of its carrying amount to the expected future undiscounted cash flows that the asset or asset group is expected to generate. If that review indicates that the carrying amount of the long-lived asset or asset group is not recoverable, an impairment loss is recorded in the amount by which the carrying amount of the asset or asset group exceeds its fair value. There were no impairment indicators in 2022 or 2021. Preferred stock The Company recorded all shares of redeemable preferred stock at their respective fair values less issuance costs on the dates of issuance. Prior to December 31, 2021, preferred stock was recorded outside of stockholders’ deficit because, in the event of certain deemed liquidation events, which are events that are not considered solely within the Company’s control, such as a merger, acquisition or sale of all or substantially all of the Company’s assets, the preferred stock would become redeemable. All series of preferred stock outstanding as of October 12, 2021 were converted into common stock as a result of the Company’s IPO. The Company’s Amended and Restated Certificate of Incorporation dated October 12, 2021, authorizes preferred shares that are not subject to redemption or conversion. No preferred shares are issued or outstanding as of December 31, 2022 or 2021. Derivatives Upon issuing financial instruments, the Company assesses whether the nature of the host contract and any of the features embedded within the financial instrument could be considered derivatives that require bifurcation. In determining whether the embedded features represent derivatives that could require bifurcation, the Company assesses whether the economic characteristics of embedded features are not clearly and closely related to the economic characteristics and risks of the remaining component of the financial instruments (i.e., the host contracts), whether the instrument is measured at fair value with changes in fair value reported in earnings as they occur and whether a separate, non-embedded instrument with the same terms as the embedded instruments would meet the definition of a derivative instrument. When it is determined that all of the criteria above are met, the embedded derivative is separated from the host contract and carried at fair value with any changes in fair value recorded in current period earnings. Research and development costs Research and development expenses consist of costs incurred to develop an automated method and instrument and consumable assay (platform) that proves feasibility and expands the capability of the Company's technology. Research and development expenses include personnel costs for the Company’s research and product development employees, as well as non-personnel costs such as facilities and overhead costs attributable to research and development, and professional fees payable to third parties for research services. Research and development costs are expensed as incurred. Product warranties The Company generally provides a one-year warranty on instruments. At the time revenue is recognized, an accrual is established for estimated warranty expenses based on historical experience as well as anticipated product performance. The Company periodically reviews the warranty reserve for adequacy and adjusts the warranty accrual, if necessary, based on actual experience and estimated costs to be incurred. Warranty expense is recorded as a component of cost of product revenue. Product warranties are meant to ensure all the Company’s instruments are operating effectively and based on the terms of the purchase or service agreement. Foreign currency translation and transactions The Company uses the U.S. dollar as its Reporting currency for financial reporting purposes. The functional currency for the Company’s foreign subsidiaries is their local currency. The translation of foreign currencies into U.S. dollars is performed for balance sheet accounts using exchange rates in effect at the balance sheet dates and revenue and expense accounts using the average exchange rate during each period. The gains and losses resulting from the translation are included in accumulated other comprehensive income in stockholders’ equity and are excluded from net income. The portions of intercompany accounts receivable and accounts payable that are intended for settlement are translated at exchange rates in effect at the balance sheet date. Transaction gains and losses generated by the effect of changes in foreign currency exchange rates on recorded assets and liabilities denominated in a currency different than the functional currency of the applicable entity are recorded in other income (expense), net. See Note 15 for further information concerning transaction gains and losses. Net loss per share attributable to common stockholders The Company calculates basic net loss per share and diluted net loss per share using the weighted-average number of shares of common stock outstanding for the period. Net loss per share attributable to common stockholders is calculated using the two-class method, which is an earnings allocation formula that determines net loss per share for the holders of shares of the Company’s common stock and participating securities. The Company’s redeemable preferred stock contained a cumulative annual dividend right whether or not declared, which after consideration increases the net loss available to common stockholders. The Company’s redeemable preferred stock also contained participation rights in any dividend paid by the Company as well as residuals in liquidation and were deemed to be participating securities. The participating securities do not include a contractual obligation to share in losses of the Company and are not included in the calculation of net loss per share in the periods in which net loss is recorded. Except where the result would be antidilutive to net income (loss), diluted net income (loss) per share is computed assuming the exercise of common stock options and the conversion of outstanding shares of preferred stock. Segment information Operating segments are defined as components of an enterprise for which discrete financial information is available for evaluation by the chief operating decision maker in deciding how to allocate resources and in assessing operating performance. The Company manages its operations as a single segment for the purposes of allocating resources, assessing performance, and making operating decisions. For revenue by geographic area see Note 4. Recently adopted accounting pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This standard requires that credit losses be reported using an expected losses model rather than the incurred losses model that is currently used, and establishes additional disclosures related to credit risks. The Company adopted this guidance on January 1, 2022 and has completed its assessment of the standard based on the composition of the Company’s portfolio of financial assets. The Company’s significant financial assets that are within the scope of the new standard consist of trade receivables and deferred revenue. There was an immaterial impact to the Company’s consolidated statement of operations and comprehensive loss or balance sheet upon adoption. See Note 3 for discussion of the Company’s accounts receivable. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement Certain of the Company’s assets and liabilities are recorded at fair value, as described below. The following tables set forth the Company’s financial instruments that were measured at fair value on recurring basis by level within the fair value hierarchy: December 31, 2022 (in thousands) Level 1 Level 2 Level 3 Total Cash equivalents- money market account $ 30,308 $ — $ — $ 30,308 December 31, 2021 (in thousands) Level 1 Level 2 Level 3 Total Loan commitment asset $ — $ — $ 1,169 $ 1,169 Under ASC 480, the preferred stock warrants (see Note 7) were freestanding financial instruments that qualified as liabilities required to be recorded at their estimated fair value at the inception date and remeasured at each reported balance sheet date thereafter until settlement. The warrant exercisable into Series A-2 redeemable convertible preferred stock was exercised on May 11, 2021, at an exercise price of $12.58606 per share for 3,178 shares of Series A-2 redeemable convertible preferred stock. Upon closing of the IPO on October 12, 2021, the warrant held by Perceptive Credit Holdings III, LP to purchase Series D redeemable convertible preferred stock was converted to a warrant exercisable to purchase 811,374 shares of common stock under the same terms as the original warrant. This common stock warrant is no longer considered “potentially redeemable” and the outstanding balance of the warrant liability has been reclassified into equity in accordance with ASC 480 for the year ended December 31, 2021. The Company did not change the manner in which it values assets and liabilities that are measured at fair value. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers within the hierarchy during the years ended December 31, 2022 and 2021. The fair value of the loan commitment was estimated based on the present value of future expected cash flows discounted at the Company’s effective interest rate of 14.12% at December 31, 2021. The loan balance was fully drawn during the year ended December 31, 2022 and the loan commitment asset has been reduced to zero as shown below. The following table presents changes during the years ended December 31, 2022 and 2021 in Level 3 liabilities measured at fair value on a recurring basis: (in thousands) Loan Commitment Series D Series A Balances at January 1, 2021 $ 2,240 $ 4,430 $ 207 Exercise of warrant — — (207) Exercise of Tranche B loan commitment (841) — — Change in estimated fair value (230) 4,230 — Conversion to common share warrant — (8,660) — Balances at December 31, 2021 1,169 — — Exercise of Tranche C loan commitment (497) — — Change in warrant exercise price 150 — — Exercise of Tranche D loan commitment (822) — — Balances at December 31, 2022 $ — $ — $ — On March 30, 2022, we entered into a Third Amendment to Credit Agreement and Guaranty with Perceptive Credit Holdings III, LP pursuant to which the Company amended the warrant that had been previously issued to Perceptive Credit Holdings III, LP to purchase up to 811,374 shares of common stock at an exercise price of $9.62 per share. The warrant exercise price was amended to $6.00 per share. The change in exercise price resulted in an increase to debt issuance costs of $0.3 million, half of which was recognized with the Tranche C term loan draw as shown in the table above. The other half was recognized on June 29, 2022, when Tranche D was drawn upon. The above fair value measurements are sensitive to changes in underlying unobservable inputs. A change in those inputs could result in a significantly higher or lower fair value measurement. Changes in fair value of the warrants and loan commitment is included in other expense (income), net |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | RevenueThe Company’s revenue is generated primarily from the sale of products and services. Product revenue primarily consists of sales of instruments and consumables used in single-cell research equipment. Service and other revenue primarily consists of revenue generated from measuring immune responses using the Company’s technology. Revenue by source Year Ended December 31, (in thousands) 2022 2021 Instruments $ 8,236 $ 11,420 Consumables 5,615 4,781 Extended service warranty 1,240 681 Other service revenue 1,670 376 Total revenue $ 16,761 $ 17,258 Revenue by geographic area Year Ended December 31, Based on region of destination (in thousands) 2022 2021 Americas (1) $ 12,483 $ 12,798 Europe (2) 1,271 2,289 Greater China (3) 2,538 1,311 Asia-Pacific (4) 469 860 Total revenue $ 16,761 $ 17,258 ________________ (1) Region includes revenue from the United States of America and Canada (2) Region includes revenue from the United Kingdom, Belgium, France, Czech Republic, Spain, Germany, Sweden, Italy, Israel, Ireland, Netherlands, Portugal and Switzerland (3) Region includes revenue from China and Taiwan (4) Region includes revenue from Singapore, Japan, Australia, and Korea Performance obligations The Company regularly enters into contracts with multiple performance obligations. Most performance obligations are generally satisfied within a short time after the contract execution date. As of December 31, 2022, the aggregate amount of the transaction price allocated to remaining performance obligations was $1.4 million, of which substantially all is expected to be recognized as revenue during 2023. Contract balances Contract balances represent amounts presented in the consolidated balances sheets when either the Company has transferred goods or services to the customer, or the customer has paid consideration to the Company under the contract. These contract balances included accounts receivable (see Note 5) and deferred revenue. Accounts receivable balances represent amounts billed to customers for goods and services when the Company has an unconditional right to payment of the amount billed. Deferred revenue, as of December 31, 2022 and 2021 was $1.4 million and $0.9 million respectively. Deferred revenue represents cash consideration received from customers for which all services or products have not yet been transferred. Revenue recorded in 2022 included $0.6 million of previously deferred revenue that was included in contract liabilities as of December 31, 2021. For the years ended December 31, 2022 and 2021, no single customer represented 10% or more of revenue. |
Supplemental Balance Sheet Deta
Supplemental Balance Sheet Details | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Balance Sheet Details | Supplemental Balance Sheet Details Accounts receivable, net consists of the following: December 31, (in thousands) 2022 2021 Accounts receivable $ 4,827 $ 4,146 Allowance for credit losses (325) (46) Total accounts receivable, net $ 4,502 $ 4,100 Changes in the allowance for credit losses were as follows: December 31, (in thousands) 2022 2021 Allowance for credit losses, beginning of year $ 46 $ 50 Write-offs of uncollectable accounts — (4) Provision for credit losses 279 — Allowance for credit losses, end of year $ 325 $ 46 Trade receivables associated with significant customers that totaled more than 10% of the Company’s accounts receivable, net were as follows: December 31, 2022 December 31, 2021 $ (thousands) % of Accounts Receivable, Net $ (thousands) % of Accounts Receivable, Net MediMergent, LLC $ 782 17.0 % $ — (1) — % (1) PUSH-ZGC Pharmaceutical and Medical Devices Co., Ltd. $ 652 14.2 % $ — (1) — % (1) (1) Trade receivables associated with this customer did not total more than 10% of the Company’s accounts receivable, net for the indicated period. Inventories, net consists of the following: December 31, (in thousands) 2022 2021 Raw materials $ 32,347 $ 22,179 Work in process 1,266 — Finished goods 3,409 2,481 Reserve for excess and obsolete inventory (9,506) (361) Total inventories, net $ 27,516 $ 24,299 Purchases from the following significant supplier totaled more than 10% of the Company’s inventory purchases: December 31, 2022 December 31, 2021 $ (thousands) % of Total Inventory Purchases $ (thousands) % of Total Inventory Purchases R&D Systems, Inc. $ 6,521 25.3 % $ 4,462 14.2 % Purchases from the following significant suppliers totaled more than 10% of the Company’s accounts payable: December 31, 2022 December 31, 2021 $ (thousands) % of Total Inventory Purchases $ (thousands) % of Total Inventory Purchases Raven Biosciences ApS $ 273 11.4 % $ — (1) — % (1) R&D Systems, Inc. $ — (1) $ — (1) $ 625 23.4 % (1) Accounts payable associated with this supplier did not total more than 10% of the Company’s accounts payable for the indicated period. Property and equipment, net consist of the following: December 31, (in thousands) 2022 2021 Furniture and equipment $ 10,034 $ 5,585 Computers and technology 4,659 2,139 Leasehold improvements 1,457 1,073 Total 16,150 8,797 Accumulated depreciation (4,913) (3,019) Property and equipment, net $ 11,237 $ 5,778 Depreciation expense was $1.9 million and $1.2 million for the years ended December 31, 2022 and 2021, respectively. Accrued expenses and other current liabilities consist of the following: December 31, (in thousands) 2022 2021 Accrued compensation $ 2,585 $ 3,656 Accrued operating expenses 8,724 3,556 Short-term operating lease liability 1,588 — Other, including warranties 598 615 Total accrued liabilities $ 13,495 $ 7,827 Accrued compensation includes commissions of $0.4 million, vacation of $0.4 million, and bonuses of $1.8 million at December 31, 2022 compared to commissions of $0.9 million, vacation of $0.4 million and bonuses of $2.2 million at December 31, 2021. Accrued operating expenses as of December 31, 2022 and 2021 primarily consists of accrued vendor payments and professional services fees of $2.2 million and $1.8 million, respectively. On April 11, 2022, the Company completed a re-organization of the commercial team and company-wide reduction in force (“RIF”). This action resulted in non-recurring restructuring expenses of $4.3 million which were primarily associated with severance, benefits, and outplacement services during the second and third quarters of 2022. Restructuring liability is included within other current liabilities on the consolidated balance sheets. The following table summarizes the restructuring liability accrual activity during the year ended December 31, 2022: (in thousands) Costs Incurred for the Year Ended December 31, 2022 Payments Made During the Year Ended December 31, 2022 Liability as of December 31, 2022 Severance related $3,589 $3,589 $— Outplacement services 225 225 — Stock-based compensation expense 176 176 — Consultant fees 138 138 — Other 117 117 — Total $ 4,245 $ 4,245 $ — |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets | Intangible assets Intangible assets consist of the following: December 31, 2022 (in thousands) Remaining Useful Life (Years) Gross Accumulated Amortization Net Patents 8 - 14 $ 22,062 $ 2,488 $ 19,574 Capitalized licenses 2 - 3 670 420 250 Total intangible assets $ 22,732 $ 2,908 $ 19,824 December 31, 2021 (in thousands) Remaining Useful Life Gross Accumulated Amortization Net Patents 9 - 14 $ 21,607 $ 981 $ 20,626 Capitalized licenses 1 - 4 670 288 382 Total intangible assets $ 22,277 $ 1,269 $ 21,008 Amortization expense was $1.6 million and $1.1 million for the years ended December 31, 2022 and 2021, respectively. The amortization of capitalized intangible assets is recognized in cost of product and service revenue. The amortization of purchased intangible assets is recognized in general and administrative operating expenses. The estimated annual amortization of intangible assets for the next five years is shown in the following table. Actual amortization expense to be reported in future periods could differ from these estimates as a result of acquisitions, divestitures, and asset impairments, among other factors. Year Estimated Annual Amortization 2023 $ 1,716 2024 1,718 2025 1,634 2026 1,606 2027 1,606 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt On December 30, 2020, the Company closed on a $50.0 million Credit Agreement with Perceptive Credit Holdings III, L.P.. At December 31, 2022 and 2021, the outstanding balances under the Credit Agreement were $50.0 million and $35.0 million, respectively. On December 28, 2022, the Company entered into a Fourth Amendment to Credit Agreement and Guaranty with Perceptive Credit Holdings, III, LP, pursuant to which the interest rate on borrowings was replaced from one-month LIBOR to forward-looking 30-day SOFR term rate (“Term SOFR”) as administered by CME Group Benchmark Administration Limited, plus the applicable margin. The interest rate floor and applicable margin remain 1.75% and 9.50%, respectively, under the Fourth Amendment. The interest rate was 13.63% at December 31, 2022. Monthly payments of interest-only are due over the term of the loan with no scheduled loan amortization. Amounts borrowed are due and payable on the maturity date, December 30, 2025. The loan is secured by substantially all of the Company’s assets. Financial covenants include a $3.0 million minimum cash balance at all times and minimum revenue amounts measured on a quarterly basis. As of December 31, 2022, the Company was not in compliance with the minimum total revenue covenant requirement of $26.5 million and was in compliance with the minimum cash balance covenant requirement of $3.0 million. The Company has obtained a waiver of the minimum total revenue requirements for the twelve month period ended December 31, 2022. The Company has also obtained a waiver pertaining to the existence of a “going concern” qualification in the accompanying opinion of the Company's auditors in its Annual Report on Form 10-K and any resulting event of default. The total minimum revenue covenant requirements for the next twelve months are as follows: Twelve-Month Period Ended Minimum Total Revenue (in thousands) March 31, 2023 30,179 June 30, 2023 35,221 September 30, 2023 40,649 December 31, 2023 46,660 In connection with the Credit Agreement closing, the Company issued to the lender warrants to purchase 97,504 shares of Series D preferred stock. The warrants have a 10-year contractual life and an exercise price of $76.92 per warrant share. Upon closing of the IPO on October 12, 2021, the Series D redeemable convertible preferred stock warrant was converted into a warrant exercisable for a total of 811,374 shares of common stock with an exercise price of $9.62 per warrant share. In connection with the Third Amendment to the Credit Agreement dated March 30, 2022, the exercise price of the warrants was changed from $9.62 per warrant share to $6.00 per warrant share. This common stock warrant is no longer considered “potentially redeemable” and the fair value of the warrant liability as of October 12, 2021 has been reclassified into equity in accordance with ASC 480 for the year ended December 31, 2022 and 2021 (see Note 3). At December 31, 2021, a $1.2 million asset related to the future loan commitment was included in other assets on the balance sheet. As of December 31, 2022, the Credit Agreement has been fully borrowed and the loan commitment asset has been reclassified to debt discount and is being amortized over the term of the Credit Agreement. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Equity | Equity Common stock As of December 31, 2022 and 2021, the Company had authorized 400,000,000 shares of Common Stock of which a total of 39,671,235 shares and 39,036,010 shares were outstanding, respectively. Preferred stock Upon closing of the IPO on October 12, 2021, all 3,344,836 shares of redeemable convertible preferred stock that were outstanding immediately prior to the closing of the IPO automatically converted into 26,758,688 shares of Common Stock. In addition, the Company issued 1,643,374 shares of Common Stock to the holders of the redeemable convertible preferred stock outstanding immediately prior to the closing of the IPO in respect of accrued dividends thereon accrued to but not including October 12, 2021, based on the IPO price of $15.00 per share. Redeemable preferred stock prior to conversion was as follows: (in thousands, except share amounts) Series A Series A-2 Series B Series B-2 Series C Series C-2 Series D Preferred Shares authorized 253,862 293,180 376,061 237,183 564,287 515,218 1,202,549 Preferred Shares outstanding prior to conversion 253,862 293,180 376,061 237,183 564,287 515,218 1,105,045 Aggregate liquidation preference $ 2,849 $ 5,930 $ 9,890 $ 9,724 $ 31,241 $ 28,676 $ 90,315 Under the Amended and Restated Certificate of Incorporation filed upon the Company’s IPO, the Company authorized 20,000,000 shares of non-redeemable preferred stock, $0.001 par value per share (“Preferred Stock”), of which no shares were outstanding at December 31, 2022 or 2021. |
Equity based compensation
Equity based compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity based compensation | Equity based compensation The Company's 2014 Stock Plan (the “2014 Plan”) provided for the granting of stock options or restricted stock to key employees, officers, directors and consultants. Upon effectiveness of the 2021 Plan (as defined below), no further issuances were made under the 2014 Plan. The Company’s 2021 Omnibus Incentive Compensation Plan (the “2021 Plan”) was adopted by its board of directors and became effective on October 7, 2021. Following the IPO, all equity-based awards are granted under the 2021 Plan. The 2021 Plan provides for the grant of both non-statutory and incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units, deferred share units, cash incentive awards and other equity-based or equity-related awards to the Company’s employees, officers, directors and consultants. The terms of equity awards granted under the 2021 Plan to date are consistent with those granted under the 2014 Plan, as described below. The maximum number of shares of common stock reserved under the 2021 Plan is 3,175,766, plus the number of shares of the Company’s common stock underlying awards under the 2014 Plan, not to exceed 3,953,323 shares, that become available again for grant under the 2014 Plan in accordance with its terms. The share pool will automatically increase on January 1 of each year beginning with January 1, 2022 by the lesser of (i) five percent (5%) of the number of shares of common stock issued and outstanding on December 31 of the immediately preceding calendar year and (ii) such number of shares of common stock determined by the Compensation Committee. Stock options Stock options expire 10 years from the date of grant. The stock options and restricted stock awards generally vest 25% upon the one-year anniversary of the service inception date and then ratably each month over the remaining 36 months. Upon termination of service, any unvested stock options are forfeited and returned to the Company. Vested stock options that are not exercised within the specified period, according to the terms and conditions of the option plan, following the termination as an employee, consultant, or service provider to the Company are surrendered back to the Company. Those stock options are added back to the 2021 Plan and made available for future grants. Compensation cost is recorded on a straight-line basis over the requisite service period of the award based on the fair value of the options issued on the measurement date. The following table summarizes stock option activity for the year ended December 31, 2022: Options Weighted Weighted Aggregate Outstanding as of December 31, 2021 5,105,278 $ 2.62 7.7 Granted 1,335,924 2.67 Forfeited (722,471) 3.61 Exercised (486,077) 0.68 Outstanding as of December 31, 2022 5,232,654 $ 2.68 7.3 $ 1,849 Vested and expected to vest as of December 31, 2022 5,232,654 $ 2.68 7.3 $ 1,849 Exercisable at December 31, 2022 2,911,394 $ 1.72 6.0 $ 1,802 The weighted-average grant-date fair value of stock options awarded during the years ended December 31, 2022 and 2021 was approximately $1.48 per share and $6.36 per share, respectively. The aggregate grant date fair value of stock options vested during the years ended December 31, 2022 and 2021 were $69,000 and $66,000, respectively. As of December 31, 2022, there was a total of $8.5 million of unrecognized employee compensation costs related to non-vested stock option awards expected to be recognized over a weighted average period of 2.3 years. The Company estimates the fair value of stock-based compensation utilizing the Black-Scholes option pricing model, which is dependent upon several variables, such as expected term, volatility, risk-free interest rate, and expected dividends. Each of these inputs is subjective and generally requires significant judgment to determine. The following table summarizes the range of key assumptions used to determine the fair value of stock options granted during: Year Ended December 31, 2022 2021 Risk-free interest rate 1.2 % 0.94% - 1.40% Expected term (in years) 7 7 Expected volatility 55 % 50%- 55% Expected dividend yield — — Exercise prices $1.90 - $3.43 $1.83 - $15.05 Estimated fair value of common stock $1.05 - $1.90 $4.20 - $15.05 The risk-free interest rate assumption was based upon observed interest rates appropriate for the expected term of the stock options. Prior to the Company’s IPO in October 2021, the expected volatility used was based on volatility of a group of similar entities, referred to as “guideline” companies. Subsequent to the IPO, the company continued to estimate its volatility based on the volatility of a group of similar entities, referred to as its “peer group”. In evaluating similarity, the Company considered factors such as industry, stage of life cycle and size. The expected term is based on the average of the vesting period and the legal term. The Company has not declared any dividends in its history and does not expect to issue dividends over the life of the stock options and therefore has estimated the dividend yield to be zero. Restricted stock awards Restricted stock awards are rights to receive shares of the Company’s Common Stock upon meeting specified vesting requirements. The fair value of a restricted stock award is the market value as determined by the closing price of the stock on the day of grant. These awards were granted under the Company’s 2021 Plan. The following table summarizes restricted stock award activity for the year ended December 31, 2022: Restricted Stock Awards Weighted Unvested as of December 31, 2021 507,013 $ 8.46 Granted 980,783 3.88 Vested (149,148) 6.16 Forfeited (697,491) 4.87 Unvested as of December 31, 2022 641,157 $ 5.89 As of December 31, 2022, there was approximately $3.6 million of total unrecognized compensation cost related to restricted stock awards. This amount is expected to be recognized over the remaining weighted-average vesting period of 3.1 years. Employee stock purchase plan In the third quarter of 2021, the Company approved the 2021 Employee Stock Purchase Plan (the “ESPP”), which became effective upon completion of our IPO. A total of 389,500 shares of Common Stock was initially reserved for issuance under the ESPP on October 7, 2021. The maximum number of shares of the Company’s Common Stock which will be authorized for sale under the ESPP is equal to 2,400,000 shares. The number of shares of Common Stock reserved for issuance will automatically increase on January 1 of each calendar year, beginning on January 1, 2022, through January 1, 2031, by the lesser of (1) 1% of the number of outstanding shares of Common Stock as of the last day of the immediately preceding calendar year and (2) such number of shares of Common Stock determined by the administrator of the ESPP, provided, however, that in no event shall more than 2,400,000 shares of Common Stock be issued under the ESPP. As of December 31, 2022, there has not been an offering under the ESPP and no shares of Common Stock have been purchased under the ESPP. Expense The following table summarizes stock-based compensation expense, and also the allocation within the consolidated statements of operations: Year Ended December 31, (in thousands) 2022 2021 Research and development $ 253 $ 310 General and administrative 2,741 1,305 Sales and marketing 61 468 Total stock-based compensation expense $ 3,055 $ 2,083 The following table summarizes restricted stock-based compensation expense, and also the allocation within the consolidated statements of operations: Year Ended December 31, (in thousands) 2022 2021 Research and development $ 302 $ — General and administrative 371 — Sales and marketing 666 — Total stock-based compensation expense $ 1,339 $ — The $1.3 million of restricted stock-based compensation expense includes $0.2 million of accelerated expenses related to restructuring cost. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Commitments Operating leases The Company has multiple operating lease commitments for office space and equipment, which expire through 2026. At December 31, 2022, the Company’s operating leases had remaining lease terms up to 4 years, including any reasonably probable extensions. Lease balances within the Company’s consolidated balance sheets were as follows: (in thousands) December 31, 2022 Assets: Operating lease right-of-use assets $ 5,068 Liabilities: Accrued expenses and other current liabilities $ 1,588 Long-term operating lease obligations 3,735 Total lease liabilities $ 5,323 Supplemental non-cash disclosures Operating lease right-of-use assets obtained in exchange for lease obligations $ 834 Operating lease expense, including variable and short-term lease costs, which were insignificant to the total operating lease cash flows and supplemental cash flow information were as follows: Year Ended December 31, (in thousands) 2022 Cost of product revenue $ 21 Research and development expenses 108 Sales and marketing expenses 231 General and administrative expenses 1,462 Total operating lease expense $ 1,822 Operating cash outflows from operating leases $ 1,822 The weighted average remaining lease liability term and the weighted average discount rate were as follows: December 31, 2022 Weighted average lease liability term (in years) 3.29 Weighted average discount rate 5.00 % The following table reconciles the undiscounted cash flows for each of the first five years and thereafter to the operating lease liabilities recognized in the Company’s consolidated balance sheet at December 31, 2022. The reconciliation excludes short-term leases that are not recorded on the balance sheet. (in thousands) December 31, 2022 2023 $ 1,811 2024 1,773 2025 1,409 2026 776 2027 — Thereafter — Total lease payments $ 5,769 Less: imputed interest (446) Total lease liabilities $ 5,323 At December 31, 2022, the Company had one operating lease with a three-year term that had not yet commenced. The total initial lease liability, which is immaterial to the balance sheet, is not reflected within the above maturity schedule. |
Product Warranties
Product Warranties | 12 Months Ended |
Dec. 31, 2022 | |
Guarantees and Product Warranties [Abstract] | |
Product warranties | Product warranties The Company warrants certain products generally for periods of one year following the delivery date. Accrued warranty costs are included in accrued expenses and other current liabilities. December 31, (in thousands) 2022 2021 Accrued warranty costs, beginning of year $ 285 $ 135 Cost of warranty services during the year (407) (100) Estimated provision for warranty costs 390 250 Accrued warranty costs, end of year $ 268 $ 285 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxes The effective tax rate for the Company for the years ended December 31, 2022 and 2021 was zero percent. A reconciliation of the anticipated income tax rate by applying the statutory federal income tax rate of 21% to income before taxes to the amount reported in the statement of operations is as follows: Year Ended December 31, 2022 2021 U.S. statutory federal income tax rate 21.0 % 21.0 % State income taxes 4.3 % 2.2 % Permanent items (0.2) % (1.2) % Stock-based compensation 1.7 % 0.4 % Other (0.3) % 0.6 % Change in valuation allowance (26.5) % (23.0) % Effective income tax rate — % — % The tax effects of temporary difference and carryforwards that give rise to significant portions of the net deferred tax assets were as follows: December 31, (in thousands) 2022 2021 Deferred tax assets: Stock based compensation $ 1,394 $ 702 Other accruals 1,906 526 Deferred revenue 45 40 Inventory adjustments 2,384 90 Intangible assets 156 91 ASC842 Lease Liability 1,291 — Net operating losses 48,318 30,585 Federal and state tax credits 3,858 1,288 Capitalized research and experimental costs 3,201 — Total deferred tax assets 62,553 33,322 Valuation allowance (61,199) (33,207) Deferred tax assets, net of valuation allowance 1,354 115 Deferred tax liabilities: ASC842 Right-of-use asset (1,229) — Depreciation and amortization (125) (115) Total deferred tax liabilities (1,354) (115) Deferred tax assets and liabilities, net of valuation allowance $ — $ — As of December 31, 2022, the Company had net operating loss carryforwards for federal purposes of approximately $12.7 million, which expire at various dates through 2033 and approximately $184.0 million which have no expiration. The Company also had state net operating loss carryforwards of approximately $124.4 million, which expire at various dates through 2043. The Company had federal research and development tax credit carryforwards available to offset future federal income taxes of approximately $2.9 million and state of Connecticut research and development tax credit carryforwards available to offset future state income taxes of approximately $1.2 million. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted which included provisions related to NOL carryovers and carrybacks. The CARES Act amended the NOL carryback rules by allowing NOLs arising in tax years beginning after December 31, 2017 and before January 1, 2021 to be carried back to each of the 5 years preceding the year of the loss to generate a refund of previously paid income taxes. In addition, the CARES Act temporarily removed the 80% limitation under which NOLs generated post-2017 could be used to offset no more than 80% of taxable income, and allows for full use of such NOLs for tax years before January 1, 2021. The Company has evaluated the relevant provisions of the CARES Act and has determined that it does not expect to recognize any income tax benefit related to these provisions due to its net operating losses in the current year and all prior years. The Company’s valuation allowance increased during 2022 by $28.0 million primarily due to the generation of net operating losses. Future realization of the tax benefits of existing temporary differences and net operating loss carryforwards ultimately depends on the existence of sufficient taxable income within the carryforward period. As of December 31, 2022 and 2021, the Company performed an evaluation to determine whether a valuation allowance was needed. The Company considered all available evidence, both positive and negative, which included the results of operations for the current and preceding years. The Company concluded that it is more likely than not that the Company will not realize or the benefits of the net deferred tax assets. Accordingly, the Company maintained a full valuation allowance as of December 31, 2022 and 2021. Under Internal Revenue Code Section 382, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change NOL carryforwards and other pre-change tax attributes to offset its post-change income may be limited. Generally, an ownership change occurs when certain shareholders increase their aggregated ownership by more than 50 percentage points over their lowest ownership percentage in a testing period (typically three years). The Company has not completed a study to assess whether an ownership change has occurred or whether there have been multiple ownership changes since becoming a “loss corporation” as defined in Section 382. Future changes in stock ownership, which may be outside of the Company’s control, may trigger an ownership change. In addition, future equity offerings or acquisitions that have an equity component of the purchase price could result in an ownership change. If an ownership change has occurred or does occur in the future, utilization of the NOL carryforwards or other tax attributes may be limited, which could potentially result in the expiration of a portion of the federal and state net operating losses and tax credit carryforwards before utilization, the reduction of the Company’s gross deferred tax assets and corresponding calculation allowance, and increased future tax liability to the Company. As of December 31, 2022 and 2021, the Company did not have any unrecognized tax benefits. The Company has completed a study for the research and development credit carryforwards through December 31, 2020, and has not yet completed a study of research and development credit carryforwards for the year ended December 31, 2022. This study, once completed, may result in an adjustment to the Company’s research and development credit carryforwards; however, until the study is completed, and any adjustment is known, no amounts are being presented as an uncertain tax position. A full valuation allowance has been provided against the Company’s research and development credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance. Thus, there would be no impact to the balance sheets or statements of operations if an adjustment were required. To the extent penalties and interest would be assessed on any underpayment of income tax, the Company’s policy is that such amounts would be accrued and classified as a component of income tax expense in the financial statements. As of December 31, 2022 and 2021, the Company had no accrued interest or penalties related to uncertain tax positions. |
Technology License Agreements
Technology License Agreements | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Technology license agreements | Technology license agreements License and Supply and Non-Exclusive License Agreements The Company is party to certain license and supply agreements that provide the Company with commercial access rights to certain supplies. Under certain of the Company’s supply agreements, the Company is required to make annual minimum purchases of supplies (with such minimums ranging from $25,000 per year to $500,000 per year under the applicable agreements) during the terms of such agreements, which ranges from 5 to 6 years. The Company has agreements outstanding that have been entered into during the normal course of business that may become a purchase commitment or other commitment in the future. The Company is also required to pay royalties on net sales of certain products and services under the license and supply agreements at rates that range from mid single-digit to low double-digit percentage. The Company is also party to a non-exclusive sublicense agreement that provides the Company with a non-exclusive sublicense to certain patent rights. During the term of the agreement, the Company is required to pay royalties at a low single-digit percentage rate on net revenue of products and services that are covered by the licensed patent rights. This agreement also contained a provision for a $0.2 million payment upon a change of control or IPO event, which the Company paid in December 2021. For the years ended December 31, 2022 and 2021, the Company incurred an immaterial amount in royalty expense pursuant to these agreements. |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal proceedings | Legal proceedingsThe Company may be party to a litigation or subject to claims incident to the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. The Company is not currently a party to any material legal proceedings, and the Company’s management believes that there are currently no claims or actions pending against the Company, the ultimate disposition of which could have a material adverse effect on the Company’s results of operations or financial condition. |
Other income (expense), net
Other income (expense), net | 12 Months Ended |
Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Other income (expense), net | Other income (expense), net Other income (expense), net consisted of the following: Year Ended December 31, (in thousands) 2022 2021 Grant revenue $381 $2,667 R&D tax credit income 711 207 State income tax (598) (195) Investment income 308 — Change in fair value of warrants and loan commitment — (4,460) Currency gain (loss) (79) (6) Net book value of asset disposed (137) (36) Other income (expense) (11) 195 Other income (expense), net $575 $(1,628) |
Net Loss per Share Attributable
Net Loss per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net loss per share attributable to common stockholders | Net loss per share attributable to common stockholders The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have an anti-dilutive effect: Year Ended December 31, 2022 2021 Options outstanding to purchase common stock 5,232,654 5,105,278 Unvested restricted stock awards 641,157 507,013 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related party transactions | Related party transactionsAs described in Note 7, the Company has a Credit Agreement with Perceptive Credit Holdings III, LP, which is a holder of Common Stock. There are no current receivables or payables due from or to Perceptive Credit Holdings III, LP as of December 31, 2022 and 2021. |
Employee benefit plans
Employee benefit plans | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee benefit plans | Employee benefit plansThe Company maintains a retirement and profit sharing plan under Section 401(k) of the Internal Revenue Code for all of its domestic employees that meet certain qualifications. Participants in the plan may elect to contribute up to the maximum allowed by law. The Company elected to match 3% of the participant’s contributions beginning in the year 2021. The Company recorded $0.9 million and $0.6 million of expense for company contributions during the years ended December 31, 2022 and 2021, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent events | Subsequent eventsOn February 13, 2023, the Company obtained a waiver from Perceptive Credit Holdings III, LP, as administrative agent and lender under the Credit Agreement, of the minimum total revenue requirement for the twelve month period ended December 31, 2022 under the Credit Agreement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted (“GAAP”) in the United States. Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”). |
Principles of consolidation | Principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, IsoPlexis UK Limited and IsoPlexis (Shanghai) Trading Co., Ltd. All intercompany transactions have been eliminated. |
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 disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates are those used in the determination of the fair value of warrant liabilities, useful lives of long-lived assets, inventory valuation, and estimated fair value of common stock for purposes of recording equity-based incentive compensation prior to the Company’s IPO. |
Cash and cash equivalents | Cash and cash equivalentsCash equivalents consist of investments in short-term, highly liquid securities having original maturities of three months or less. The carrying values of these assets approximate their fair values. The Company maintains its cash with high-credit quality financial institutions. At times, such amounts may exceed federally insured limits. |
Accounts receivable, net | Accounts receivable, net Accounts receivable are recorded at net realizable value. This value includes an appropriate allowance for credit losses. The Company calculates the allowance based on historical collection experience, the aging of receivables, specific current and expected future macroeconomic and market conditions, and assessments of the current creditworthiness and economic status of customers. The Company considers a receivable delinquent if it is unpaid after the term of the related invoice has expired. Write‑offs are recorded at the time all collection efforts have been exhausted. The Company reviews its allowance for credit losses on a quarterly basis. |
Inventories, net | Inventories, net Inventories are valued at the lower of cost or market. Inventories are accounted for using the first-in, first-out method of determining inventory costs. Inventory quantities on-hand are regularly reviewed, and where necessary, provisions for excess and obsolete inventory, shrinkage, and scrap are recorded based primarily on the Company’s estimated forecast of product demand and production requirements. As of year-ended 2022 and 2021, the Net Inventory balance were $27.5 million and $24.3 million, respectively. |
Product and services revenue and cost of sales, shipping and handling | Product and services revenue and cost of sales The Company primarily generates product revenue from the sale of single-cell diagnostic equipment and consumables and also generates service revenues by measuring immune responses using the Company's technology. The Company recognizes revenue when and as control of products and services is transferred to customers in an amount that reflects the consideration the Company expects to be entitled from customers in exchange for those products and services. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the transaction price, allocating the transaction prices to each performance obligation in the contract, and recognizing revenue when or as the performance obligations have been satisfied. Revenue recognition for contracts with multiple performance obligations is based on the separate satisfaction of each distinct performance obligation within the contract. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. The Company considers a performance obligation satisfied once the Company has transferred control of a good or service to the customer, meaning the customer has the ability to use and obtain the benefit of the good or service. The transaction price is allocated to each performance obligation in proportion to its standalone selling price. If the product or service has no history of standalone sales or if the sales volume is not sufficient, the Company estimates standalone selling price maximizing the use of observable inputs such as expected cost plus a reasonable margin and competitor pricing. The Company contracts with its customers based on purchase orders, which are short-term single orders. The Company records revenue from sales of single-cell diagnostic equipment and consumables when performance obligations under the terms of a contract with customers are satisfied, which is when control of the goods is transferred to the customer at the time of shipment. Invoicing typically occurs upon shipment and payment is typically due within 30 days from invoice. Product returns are minimal and must be requested by the customer within 72 hours of receipt. The Company recognizes service revenue when performance obligations under the terms of a contract with customers are satisfied, which is generally at the time the analysis data from measuring immune responses using the Company’s technology is made available to the customer. The Company also generates revenues through the sale of extended service type warranties, which are recognized ratably over the contract term as the Company is standing ready to provide services when and if needed. Revenue is recorded net of discounts and sales taxes collected on behalf of governmental authorities. Employee sales commissions are recorded as sales and marketing expenses when incurred as the amortization period for such costs, if capitalized, would have been one year or less. Cost of products and services revenue consists of labor, components and overhead costs related to the products sold and services delivered, as well as royalty expense and amortization under the license technology agreements described in Note 13. The amortization of capitalized intangible assets is recognized in cost of product and service revenue. The amortization of purchased intangible assets is recognized in general and administrative operating expenses. Once products begin selling that utilize the purchased intangibles technology, amortization is recorded to cost of product and service revenue. The Company makes judgements as to its ability to collect outstanding receivables and provides allowances when collections becomes doubtful. Shipping and handling Shipping and handling expenses are included in cost of product revenue. |
Property and equipment | Property and equipment Property and equipment, including leasehold improvements, are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are provided on a straight-line basis over the estimated useful lives of the assets, ranging from one The estimated useful lives of the major classes of property and equipment as generally as follows: Estimated Useful Lives Furniture and equipment 1 to 7 years Computers and technology 3 to 5 years Leasehold improvements Lesser of lease term or useful life (approximately 3 to 5 years) |
Patents | Patents Costs related to filing and pursuing patent applications for products that have reached technological feasibility are capitalized and amortized over the estimated period to be benefited, not to exceed the patent lives, which may be as long as 17 years. Patent costs are amortized as part of cost of product and service revenue. The Company periodically evaluates capitalized patent costs to determine if any amounts should be written down. Patent costs for products that have not reached technological feasibility are expensed as incurred in general and administrative expenses since recoverability of such expenditures is uncertain. |
License agreements | License agreements The Company has entered into and may continue to enter into license agreements to access and utilize certain technology. The Company evaluates if the license agreement results in acquisition of an asset or a business and then determines if the acquired asset has the ability to generate revenues or is subject to regulatory approval. When regulatory approval is not required and there is a probable future benefit from the license, the Company records the license as an asset and amortizes it over the estimated economic life. The Company records the amortization as a cost of product and service revenue. |
Leases | Leases The Company adopted ASU No. 2016-02 as of January 1, 2022, using a modified retrospective transition approach and elected the optional transition method to apply the provision of ASC 842 as of the effective date, rather than the earliest period presented. The Company elected the “package of practical expedients”, which permits it to not reassess under the new standard the Company’s prior conclusions about lease identification, lease classification and initial direct costs. The Company made an accounting policy election to exempt short-term leases of 12 months or less from balance sheet recognition requirements associated with the new standard. Leases with an initial term of twelve months or less, or on a month-to-month basis, are not recorded on the balance sheet and are recognized on a straight-line basis over the lease term. The Company also elected the practical expedient for use-of-hindsight to conclude on lease term. If applicable, the Company combines lease and non-lease components, which primarily relate to ancillary expenses associated with real estate leases such as common area maintenance charges and management fees. The Company determines if an arrangement is a lease at inception and determines the classification of the lease, as either operating or finance, at commencement. Operating leases are included in operating lease right-of-use (“ROU”) assets, accrued expenses and other current liabilities and long-term operating lease obligations on the Company’s consolidated balance sheets. The Company presently does not have any finance leases. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. The Company’s leases do not provide a readily determinable implicit discount rate. The Company’s borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in similar economic environments. Operating lease ROU assets also factor in any lease payments made, initial direct costs and lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. Some of the Company’s leases include options to extend the lease term. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The adoption of this accounting standard resulted in recording operating lease ROU assets for five real estate and three equipment operating lease arrangements and corresponding operating lease liabilities of $5.7 million and $5.9 million, respectively, as of January 1, 2022. The operating lease ROU assets at adoption were lower than the operating lease liabilities because of the balance of the Company’s deferred rent liabilities of $0.2 million at December 31, 2021, which was reclassified into operating lease assets. The adoption of the standard did not have a material effect on the Company’s consolidated statements of operations or consolidated statements of cash flows. |
Research and development state tax credits | Research and development state tax credits Research and development (“R&D”) tax credits exchanged for cash pursuant to the Connecticut R&D Tax Credit Exchange Program, which permits a qualified small business engaged in R&D activities within Connecticut to exchange its unused R&D tax credits for a cash amount equal to 65% of the value of exchanged credits, are recorded as a receivable and other income in the year the R&D tax credits relate to, as it is reasonably assured that the R&D tax credits will be received, based upon the Company’s history of filing for and receiving the tax credits. R&D tax credits receivable where cash is expected to be received by the Company more than one year after the balance sheet date are classified as noncurrent in the consolidated balance sheets . |
Loan commitment | Loan commitmentThe Company’s Credit Agreement (see Note 7) contained a commitment from the lender for an additional tranche of debt under certain conditions. The Company determined the commitment represented a freestanding financial instrument under the definition provided within the ASC Glossary, and therefore initially recorded it at fair value, with reductions in fair value that have occurred each period recorded in earnings. |
Detachable warrants | Detachable warrants The Company accounts for detachable warrants on its preferred stock as freestanding financial instruments in accordance with ASC 480, Distinguishing Liabilities from Equity, (“ASC 840”) which requires the Company to separately account for the detachable warrants at fair value. Under liability classification prior to the IPO, the fair value used for the warrants was calculated using the Black-Scholes valuation model. Upon IPO, the warrants were converted into common stock warrants and as a result of meeting the criteria for equity classified instruments in ASC 480, were reclassified into equity at the fair value at conversion. See Notes 3 and 7. |
Fair value measurements | Fair value measurements The fair value of assets and liabilities are based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. To the extent that valuation is based on models or inputs that are less observable in the market, the determination of fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Financial instruments measured at fair value on a recurring basis include money market funds, loan commitment assets, and warrant liabilities (Note 3). The fair value of the loan commitment and warrant liabilities was determined based on Level 3 inputs as described in Note 3. An entity may elect to measure many financial instruments and certain other items at fair value at specified election dates. The Company did not elect to measure any additional financial instruments or other items at fair value. There have been no changes to the valuation methods utilized by the Company during the years ended December 31, 2022 or 2021. The Company evaluates transfers between levels at the end of each reporting period. There were no transfers of financial instruments between levels during the years ended December 31, 2022 or 2021. |
Income taxes | Income taxes The Company has adopted the accounting guidance within ASC 740 on uncertainties in income taxes. ASC Topic 740, Income Taxes, (“ASC 740”) prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Deferred income tax assets and liabilities are recognized for the expected future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to reverse. Deferred income taxes result primarily from temporary differences between the recognition of stock-based compensation and certain other expenses for both financial statement and income tax reporting purposes as well as net operating loss and tax carryforwards. Valuation allowances are recorded to reduce deferred income tax assets when it is more likely than not that a tax benefit will not be realized. The Company has no unrecognized tax benefits at December 31, 2022 and 2021 and its income tax returns after 2018 are subject to audit by the applicable taxing authorities. The Company will recognize any interest and penalties associated with tax matters as part of income tax expense. |
Stock-based compensation | Stock-based compensation The Company measures stock option awards made to employees and directors based on the estimated fair values of the awards and recognizes the compensation expense over the requisite service period. ASC 718, Stock Compensation , requires the recognition of stock-based compensation expense, using a fair value-based method, for costs related to all stock options granted. Stock-based compensation awards consist of stock options and restricted stock awards, which function similar to restricted stock units. The Company’s determination of the fair value of stock options with time-based vesting on the date of grant utilizes the Black-Scholes option-pricing model, and is impacted by the estimated fair value of its common stock as well as other variables including, but not limited to, the expected term that stock options will remain outstanding, the expected common stock price volatility over the term of the stock option, risk-free interest rates and expected dividends. The fair value of stock options is recognized over the period during which an optionee is required to provide services in exchange for the stock option award, known as the requisite service period, on a straight-line basis. Stock-based compensation expense is recognized based on the fair value determined on the date of grant and is reduced for forfeitures as they occur. The grant date is determined based on the date when a mutual understanding of the key terms of the stock option awards are established. Due to the lack of Company-specific historical implied volatility data, the Company bases its computations of expected volatility on the historical volatility of a representative group of public companies with similar characteristics of the Company, including stage of product development and life science industry focus. The historical volatility is calculated based on a period of time commensurate with the expected term assumption. The Company uses the simplified method as prescribed by the U.S. Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin No. 107, Share-Based Payment , to calculate the expected term for options granted to employees and non-employees, whereby, the expected term equals the arithmetic average of the vesting term and the original contractual term of the options due to its lack of sufficient historical data. The risk-free interest rate is based on U.S. Treasury securities with a maturity date commensurate with the expected term of the associated award. The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock. Prior to the IPO, due to the absence of an active market for the Company’s common stock, the Company utilized methodologies in accordance with the framework of the American Institute of Certified Public Accountants Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation, to estimate the fair value of its common stock. The estimated fair value of the Company’s common stock was determined at each grant based upon a variety of factors, including the illiquid nature of the common stock, arm’s-length sales of the Company’s capital stock (including redeemable convertible preferred stock), the effect of the rights and preferences of the preferred shareholders, and the prospects of a liquidity event. Among other factors are the Company’s financial position and historical financial performance, the status of technological developments within the Company’s research, the composition and ability of the current research and management team, an evaluation or benchmark of the Company’s competition, and the current business climate in the marketplace. Estimates of the fair value of common stock are no longer necessary to determine the fair value of new awards in periods ended after the closing of the IPO since the underlying shares have begun trading publicly. |
Impairment of long-lived and intangible assets | Impairment of long-lived and intangible assets The Company evaluates the recoverability of its long-lived assets, which include property and equipment and intangible assets, whenever events or circumstances indicate that the carrying amount of these assets may not be recoverable. Recoverability of an asset or asset group is measured by comparison of its carrying amount to the expected future undiscounted cash flows that the asset or asset group is expected to generate. If that review indicates that the carrying amount of the long-lived asset or asset group is not recoverable, an impairment loss is recorded in the amount by |
Preferred stock | Preferred stockThe Company recorded all shares of redeemable preferred stock at their respective fair values less issuance costs on the dates of issuance. Prior to December 31, 2021, preferred stock was recorded outside of stockholders’ deficit because, in the event of certain deemed liquidation events, which are events that are not considered solely within the Company’s control, such as a merger, acquisition or sale of all or substantially all of the Company’s assets, the preferred stock would become redeemable. All series of preferred stock outstanding as of October 12, 2021 were converted into common stock as a result of the Company’s IPO. The Company’s Amended and Restated Certificate of Incorporation dated October 12, 2021, authorizes preferred shares that are not subject to redemption or conversion. No preferred shares are issued or outstanding as of December 31, 2022 or 2021. |
Derivatives | Derivatives Upon issuing financial instruments, the Company assesses whether the nature of the host contract and any of the features embedded within the financial instrument could be considered derivatives that require bifurcation. In determining whether the embedded features represent derivatives that could require bifurcation, the Company assesses whether the economic characteristics of embedded features are not clearly and closely related to the economic characteristics and risks of the remaining component of the financial instruments (i.e., the host contracts), whether the instrument is measured at fair value with changes in fair value reported in earnings as they occur and whether a separate, non-embedded instrument with the same terms as the embedded instruments would meet the definition of a derivative instrument. When it is determined that all of the criteria above are met, the embedded derivative is separated from the host contract and carried at fair value with any changes in fair value recorded in current period earnings. |
Research and development costs | Research and development costs Research and development expenses consist of costs incurred to develop an automated method and instrument and consumable assay (platform) that proves feasibility and expands the capability of the Company's technology. Research and development expenses include personnel costs for the Company’s research and product development employees, as well as non-personnel costs such as facilities and overhead costs attributable to research and development, and professional fees payable to third parties for research services. Research and development costs are expensed as incurred. |
Product warranties | Product warranties The Company generally provides a one-year warranty on instruments. At the time revenue is recognized, an accrual is established for estimated warranty expenses based on historical experience as well as anticipated product performance. The Company periodically reviews the warranty reserve for adequacy and adjusts the warranty accrual, if necessary, based on actual experience and estimated costs to be incurred. Warranty expense is recorded as a component of cost of product revenue. Product warranties are meant to ensure all the Company’s instruments are operating effectively and based on the terms of the purchase or service agreement. |
Foreign currency translation and transactions | Foreign currency translation and transactions The Company uses the U.S. dollar as its Reporting currency for financial reporting purposes. The functional currency for the Company’s foreign subsidiaries is their local currency. The translation of foreign currencies into U.S. dollars is performed for balance sheet accounts using exchange rates in effect at the balance sheet dates and revenue and expense accounts using the average exchange rate during each period. The gains and losses resulting from the translation are included in accumulated other comprehensive income in stockholders’ equity and are excluded from net income. The portions of intercompany accounts receivable and accounts payable that are intended for settlement are translated at exchange rates in effect at the balance sheet date. Transaction gains and losses generated by the effect of changes in foreign currency exchange rates on recorded assets and liabilities denominated in a currency different than the functional currency of the applicable entity are recorded in other income (expense), net. See Note 15 for further information concerning transaction gains and losses. |
Net loss per share attributable to common stockholders | Net loss per share attributable to common stockholders The Company calculates basic net loss per share and diluted net loss per share using the weighted-average number of shares of common stock outstanding for the period. Net loss per share attributable to common stockholders is calculated using the two-class method, which is an earnings allocation formula that determines net loss per share for the holders of shares of the Company’s common stock and participating securities. The Company’s redeemable preferred stock contained a cumulative annual dividend right whether or not declared, which after consideration increases the net loss available to common stockholders. The Company’s redeemable preferred stock also contained participation rights in any dividend paid by the Company as well as residuals in liquidation and were deemed to be participating securities. The participating securities do not include a contractual obligation to share in losses of the Company and are not included in the calculation of net loss per share in the periods in which net loss is recorded. Except where the result would be antidilutive to net income (loss), diluted net income (loss) per share is computed assuming the exercise of common stock options and the conversion of outstanding shares of preferred stock. |
Segment information | Segment information Operating segments are defined as components of an enterprise for which discrete financial information is available for evaluation by the chief operating decision maker in deciding how to allocate resources and in assessing operating performance. The Company manages its operations as a single segment for the purposes of allocating resources, assessing performance, and making operating decisions. For revenue by geographic area see Note 4. |
Recently adopted accounting pronouncements | Recently adopted accounting pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This standard requires that credit losses be reported using an expected losses model rather than the incurred losses model that is currently used, and establishes additional disclosures related to credit risks. The Company adopted this guidance on January 1, 2022 and has completed its assessment of the standard based on the composition of the Company’s portfolio of financial assets. The Company’s significant financial assets that are within the scope of the new standard consist of trade receivables and deferred revenue. There was an immaterial impact to the Company’s consolidated statement of operations and comprehensive loss or balance sheet upon adoption. See Note 3 for discussion of the Company’s accounts receivable. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Property, Plant and Equipment | The estimated useful lives of the major classes of property and equipment as generally as follows: Estimated Useful Lives Furniture and equipment 1 to 7 years Computers and technology 3 to 5 years Leasehold improvements Lesser of lease term or useful life (approximately 3 to 5 years) Property and equipment, net consist of the following: December 31, (in thousands) 2022 2021 Furniture and equipment $ 10,034 $ 5,585 Computers and technology 4,659 2,139 Leasehold improvements 1,457 1,073 Total 16,150 8,797 Accumulated depreciation (4,913) (3,019) Property and equipment, net $ 11,237 $ 5,778 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables set forth the Company’s financial instruments that were measured at fair value on recurring basis by level within the fair value hierarchy: December 31, 2022 (in thousands) Level 1 Level 2 Level 3 Total Cash equivalents- money market account $ 30,308 $ — $ — $ 30,308 December 31, 2021 (in thousands) Level 1 Level 2 Level 3 Total Loan commitment asset $ — $ — $ 1,169 $ 1,169 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents changes during the years ended December 31, 2022 and 2021 in Level 3 liabilities measured at fair value on a recurring basis: (in thousands) Loan Commitment Series D Series A Balances at January 1, 2021 $ 2,240 $ 4,430 $ 207 Exercise of warrant — — (207) Exercise of Tranche B loan commitment (841) — — Change in estimated fair value (230) 4,230 — Conversion to common share warrant — (8,660) — Balances at December 31, 2021 1,169 — — Exercise of Tranche C loan commitment (497) — — Change in warrant exercise price 150 — — Exercise of Tranche D loan commitment (822) — — Balances at December 31, 2022 $ — $ — $ — |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Revenue by source Year Ended December 31, (in thousands) 2022 2021 Instruments $ 8,236 $ 11,420 Consumables 5,615 4,781 Extended service warranty 1,240 681 Other service revenue 1,670 376 Total revenue $ 16,761 $ 17,258 |
Revenue from External Customers by Geographic Areas | Revenue by geographic area Year Ended December 31, Based on region of destination (in thousands) 2022 2021 Americas (1) $ 12,483 $ 12,798 Europe (2) 1,271 2,289 Greater China (3) 2,538 1,311 Asia-Pacific (4) 469 860 Total revenue $ 16,761 $ 17,258 ________________ (1) Region includes revenue from the United States of America and Canada (2) Region includes revenue from the United Kingdom, Belgium, France, Czech Republic, Spain, Germany, Sweden, Italy, Israel, Ireland, Netherlands, Portugal and Switzerland (3) Region includes revenue from China and Taiwan (4) Region includes revenue from Singapore, Japan, Australia, and Korea |
Supplemental Balance Sheet De_2
Supplemental Balance Sheet Details (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accounts Receivable and Allowance of Credit Loss | Accounts receivable, net consists of the following: December 31, (in thousands) 2022 2021 Accounts receivable $ 4,827 $ 4,146 Allowance for credit losses (325) (46) Total accounts receivable, net $ 4,502 $ 4,100 Changes in the allowance for credit losses were as follows: December 31, (in thousands) 2022 2021 Allowance for credit losses, beginning of year $ 46 $ 50 Write-offs of uncollectable accounts — (4) Provision for credit losses 279 — Allowance for credit losses, end of year $ 325 $ 46 |
Schedules of Concentration of Risk, by Risk Factor | Trade receivables associated with significant customers that totaled more than 10% of the Company’s accounts receivable, net were as follows: December 31, 2022 December 31, 2021 $ (thousands) % of Accounts Receivable, Net $ (thousands) % of Accounts Receivable, Net MediMergent, LLC $ 782 17.0 % $ — (1) — % (1) PUSH-ZGC Pharmaceutical and Medical Devices Co., Ltd. $ 652 14.2 % $ — (1) — % (1) (1) Trade receivables associated with this customer did not total more than 10% of the Company’s accounts receivable, net for the indicated period. Purchases from the following significant supplier totaled more than 10% of the Company’s inventory purchases: December 31, 2022 December 31, 2021 $ (thousands) % of Total Inventory Purchases $ (thousands) % of Total Inventory Purchases R&D Systems, Inc. $ 6,521 25.3 % $ 4,462 14.2 % Purchases from the following significant suppliers totaled more than 10% of the Company’s accounts payable: December 31, 2022 December 31, 2021 $ (thousands) % of Total Inventory Purchases $ (thousands) % of Total Inventory Purchases Raven Biosciences ApS $ 273 11.4 % $ — (1) — % (1) R&D Systems, Inc. $ — (1) $ — (1) $ 625 23.4 % (1) Accounts payable associated with this supplier did not total more than 10% of the Company’s accounts payable for the indicated period. |
Schedule of Inventory, Current | Inventories, net consists of the following: December 31, (in thousands) 2022 2021 Raw materials $ 32,347 $ 22,179 Work in process 1,266 — Finished goods 3,409 2,481 Reserve for excess and obsolete inventory (9,506) (361) Total inventories, net $ 27,516 $ 24,299 |
Property, Plant and Equipment | The estimated useful lives of the major classes of property and equipment as generally as follows: Estimated Useful Lives Furniture and equipment 1 to 7 years Computers and technology 3 to 5 years Leasehold improvements Lesser of lease term or useful life (approximately 3 to 5 years) Property and equipment, net consist of the following: December 31, (in thousands) 2022 2021 Furniture and equipment $ 10,034 $ 5,585 Computers and technology 4,659 2,139 Leasehold improvements 1,457 1,073 Total 16,150 8,797 Accumulated depreciation (4,913) (3,019) Property and equipment, net $ 11,237 $ 5,778 |
Schedule of Accrued Liabilities | Accrued expenses and other current liabilities consist of the following: December 31, (in thousands) 2022 2021 Accrued compensation $ 2,585 $ 3,656 Accrued operating expenses 8,724 3,556 Short-term operating lease liability 1,588 — Other, including warranties 598 615 Total accrued liabilities $ 13,495 $ 7,827 |
Schedule of Restructuring Liability | The following table summarizes the restructuring liability accrual activity during the year ended December 31, 2022: (in thousands) Costs Incurred for the Year Ended December 31, 2022 Payments Made During the Year Ended December 31, 2022 Liability as of December 31, 2022 Severance related $3,589 $3,589 $— Outplacement services 225 225 — Stock-based compensation expense 176 176 — Consultant fees 138 138 — Other 117 117 — Total $ 4,245 $ 4,245 $ — |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets consist of the following: December 31, 2022 (in thousands) Remaining Useful Life (Years) Gross Accumulated Amortization Net Patents 8 - 14 $ 22,062 $ 2,488 $ 19,574 Capitalized licenses 2 - 3 670 420 250 Total intangible assets $ 22,732 $ 2,908 $ 19,824 December 31, 2021 (in thousands) Remaining Useful Life Gross Accumulated Amortization Net Patents 9 - 14 $ 21,607 $ 981 $ 20,626 Capitalized licenses 1 - 4 670 288 382 Total intangible assets $ 22,277 $ 1,269 $ 21,008 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Year Estimated Annual Amortization 2023 $ 1,716 2024 1,718 2025 1,634 2026 1,606 2027 1,606 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Covenant | The total minimum revenue covenant requirements for the next twelve months are as follows: Twelve-Month Period Ended Minimum Total Revenue (in thousands) March 31, 2023 30,179 June 30, 2023 35,221 September 30, 2023 40,649 December 31, 2023 46,660 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Redeemable Preferred Stock | Redeemable preferred stock prior to conversion was as follows: (in thousands, except share amounts) Series A Series A-2 Series B Series B-2 Series C Series C-2 Series D Preferred Shares authorized 253,862 293,180 376,061 237,183 564,287 515,218 1,202,549 Preferred Shares outstanding prior to conversion 253,862 293,180 376,061 237,183 564,287 515,218 1,105,045 Aggregate liquidation preference $ 2,849 $ 5,930 $ 9,890 $ 9,724 $ 31,241 $ 28,676 $ 90,315 |
Equity based compensation (Tabl
Equity based compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Option, Activity | The following table summarizes stock option activity for the year ended December 31, 2022: Options Weighted Weighted Aggregate Outstanding as of December 31, 2021 5,105,278 $ 2.62 7.7 Granted 1,335,924 2.67 Forfeited (722,471) 3.61 Exercised (486,077) 0.68 Outstanding as of December 31, 2022 5,232,654 $ 2.68 7.3 $ 1,849 Vested and expected to vest as of December 31, 2022 5,232,654 $ 2.68 7.3 $ 1,849 Exercisable at December 31, 2022 2,911,394 $ 1.72 6.0 $ 1,802 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The following table summarizes the range of key assumptions used to determine the fair value of stock options granted during: Year Ended December 31, 2022 2021 Risk-free interest rate 1.2 % 0.94% - 1.40% Expected term (in years) 7 7 Expected volatility 55 % 50%- 55% Expected dividend yield — — Exercise prices $1.90 - $3.43 $1.83 - $15.05 Estimated fair value of common stock $1.05 - $1.90 $4.20 - $15.05 |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | The following table summarizes restricted stock award activity for the year ended December 31, 2022: Restricted Stock Awards Weighted Unvested as of December 31, 2021 507,013 $ 8.46 Granted 980,783 3.88 Vested (149,148) 6.16 Forfeited (697,491) 4.87 Unvested as of December 31, 2022 641,157 $ 5.89 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | The following table summarizes stock-based compensation expense, and also the allocation within the consolidated statements of operations: Year Ended December 31, (in thousands) 2022 2021 Research and development $ 253 $ 310 General and administrative 2,741 1,305 Sales and marketing 61 468 Total stock-based compensation expense $ 3,055 $ 2,083 The following table summarizes restricted stock-based compensation expense, and also the allocation within the consolidated statements of operations: Year Ended December 31, (in thousands) 2022 2021 Research and development $ 302 $ — General and administrative 371 — Sales and marketing 666 — Total stock-based compensation expense $ 1,339 $ — |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease, Cost | Lease balances within the Company’s consolidated balance sheets were as follows: (in thousands) December 31, 2022 Assets: Operating lease right-of-use assets $ 5,068 Liabilities: Accrued expenses and other current liabilities $ 1,588 Long-term operating lease obligations 3,735 Total lease liabilities $ 5,323 Supplemental non-cash disclosures Operating lease right-of-use assets obtained in exchange for lease obligations $ 834 Operating lease expense, including variable and short-term lease costs, which were insignificant to the total operating lease cash flows and supplemental cash flow information were as follows: Year Ended December 31, (in thousands) 2022 Cost of product revenue $ 21 Research and development expenses 108 Sales and marketing expenses 231 General and administrative expenses 1,462 Total operating lease expense $ 1,822 Operating cash outflows from operating leases $ 1,822 The weighted average remaining lease liability term and the weighted average discount rate were as follows: December 31, 2022 Weighted average lease liability term (in years) 3.29 Weighted average discount rate 5.00 % |
Lessee, Operating Lease, Liability, Maturity | The reconciliation excludes short-term leases that are not recorded on the balance sheet. (in thousands) December 31, 2022 2023 $ 1,811 2024 1,773 2025 1,409 2026 776 2027 — Thereafter — Total lease payments $ 5,769 Less: imputed interest (446) Total lease liabilities $ 5,323 |
Product Warranties (Tables)
Product Warranties (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Guarantees and Product Warranties [Abstract] | |
Schedule of Product Warranty Liability | December 31, (in thousands) 2022 2021 Accrued warranty costs, beginning of year $ 285 $ 135 Cost of warranty services during the year (407) (100) Estimated provision for warranty costs 390 250 Accrued warranty costs, end of year $ 268 $ 285 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the anticipated income tax rate by applying the statutory federal income tax rate of 21% to income before taxes to the amount reported in the statement of operations is as follows: Year Ended December 31, 2022 2021 U.S. statutory federal income tax rate 21.0 % 21.0 % State income taxes 4.3 % 2.2 % Permanent items (0.2) % (1.2) % Stock-based compensation 1.7 % 0.4 % Other (0.3) % 0.6 % Change in valuation allowance (26.5) % (23.0) % Effective income tax rate — % — % |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary difference and carryforwards that give rise to significant portions of the net deferred tax assets were as follows: December 31, (in thousands) 2022 2021 Deferred tax assets: Stock based compensation $ 1,394 $ 702 Other accruals 1,906 526 Deferred revenue 45 40 Inventory adjustments 2,384 90 Intangible assets 156 91 ASC842 Lease Liability 1,291 — Net operating losses 48,318 30,585 Federal and state tax credits 3,858 1,288 Capitalized research and experimental costs 3,201 — Total deferred tax assets 62,553 33,322 Valuation allowance (61,199) (33,207) Deferred tax assets, net of valuation allowance 1,354 115 Deferred tax liabilities: ASC842 Right-of-use asset (1,229) — Depreciation and amortization (125) (115) Total deferred tax liabilities (1,354) (115) Deferred tax assets and liabilities, net of valuation allowance $ — $ — |
Other income (expense), net (Ta
Other income (expense), net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Operating Cost and Expense, by Component | Other income (expense), net consisted of the following: Year Ended December 31, (in thousands) 2022 2021 Grant revenue $381 $2,667 R&D tax credit income 711 207 State income tax (598) (195) Investment income 308 — Change in fair value of warrants and loan commitment — (4,460) Currency gain (loss) (79) (6) Net book value of asset disposed (137) (36) Other income (expense) (11) 195 Other income (expense), net $575 $(1,628) |
Net Loss per Share Attributab_2
Net Loss per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have an anti-dilutive effect: Year Ended December 31, 2022 2021 Options outstanding to purchase common stock 5,232,654 5,105,278 Unvested restricted stock awards 641,157 507,013 |
Nature of Operations (Details)
Nature of Operations (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||
Oct. 12, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) | Dec. 21, 2022 | Sep. 27, 2021 $ / shares | Dec. 30, 2020 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Temporary equity, shares outstanding | shares | 3,344,836 | ||||||
Convertible preferred stock, shares issued upon conversion | shares | 26,758,688 | ||||||
Common stock, shares, issued | shares | 1,643,374 | 39,671,235 | 39,036,010 | ||||
Net loss | $ | $ 105,997 | $ 81,569 | $ 81,600 | ||||
Net cash used in operating activities | $ | (96,642) | (86,507) | |||||
Accumulated deficit | $ | 239,970 | 133,973 | |||||
Berkeley Lights, Inc | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Conversion of stock, exchange ratio | 0.6120 | ||||||
Credit Agreement | Secured Debt | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Debt instrument, maximum borrowing capacity | $ | 50,000 | $ 35,000 | $ 50,000 | ||||
Financial covenants, minimum cash balance | $ | 3,000 | ||||||
Credit Agreement | Secured Debt | Minimum | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Financial covenants, minimum cash balance | $ | $ 26,500 | ||||||
IPO | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Number of shares issued in transaction | shares | 8,333,000 | ||||||
Sale of stock, price per share (in usd per share) | $ / shares | $ 15 | ||||||
Sale of stock, consideration received on transaction | $ | $ 110,500 | ||||||
Temporary equity, shares outstanding | shares | 3,344,836 | ||||||
Convertible preferred stock, shares issued upon conversion | shares | 26,758,688 | ||||||
Common stock, shares, issued | shares | 1,643,374 | ||||||
Berkeley Lights, Inc | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.00005 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2022 | Dec. 30, 2020 | |
Property, Plant and Equipment [Line Items] | ||||
Inventories, net | $ 27,516,000 | $ 24,299,000 | ||
Total lease liabilities | 5,323,000 | |||
Deferred rent credit, current | 200,000 | |||
Loan commitment | 0 | 1,200,000 | $ 2,200,000 | |
Unrecognized tax benefits | $ 0 | $ 0 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Standard product warranty term | 1 year | |||
Operating lease right-of-use assets | $ 5,068,000 | $ 0 | ||
Real Estate Operating Lease | ||||
Property, Plant and Equipment [Line Items] | ||||
Total lease liabilities | $ 5,700,000 | |||
Operating lease right-of-use assets | 5,700,000 | |||
Equipment Operating Lease | ||||
Property, Plant and Equipment [Line Items] | ||||
Total lease liabilities | 5,900,000 | |||
Operating lease right-of-use assets | $ 5,900,000 | |||
Research Tax Credit Carryforward | ||||
Property, Plant and Equipment [Line Items] | ||||
Tax credit carryforward, amount | $ 700,000 | $ 700,000 | ||
Patents | ||||
Property, Plant and Equipment [Line Items] | ||||
Remaining Useful Life (Years) | 17 years | |||
Minimum | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, useful life | 1 year | |||
Minimum | Patents | ||||
Property, Plant and Equipment [Line Items] | ||||
Remaining Useful Life (Years) | 8 years | 9 years | ||
Maximum | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, useful life | 7 years | |||
Maximum | Patents | ||||
Property, Plant and Equipment [Line Items] | ||||
Remaining Useful Life (Years) | 14 years | 14 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies- Property plant and equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 1 year |
Minimum | Furniture and equipment | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 1 year |
Minimum | Computers and technology | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Minimum | Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Maximum | Furniture and equipment | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Maximum | Computers and technology | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Maximum | Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Fair Value Measurement - Financ
Fair Value Measurement - Financial instruments that were measured at fair value on recurring basis by level within the fair value hierarchy (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 30, 2020 |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Loan commitment | $ 0 | $ 1,200 | $ 2,200 |
Fair Value, Recurring | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Loan commitment | 1,169 | ||
Fair Value, Recurring | Money Market Funds | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Cash equivalents- money market account | 30,308 | ||
Level 1 | Fair Value, Recurring | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Loan commitment | 0 | ||
Level 1 | Fair Value, Recurring | Money Market Funds | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Cash equivalents- money market account | 30,308 | ||
Level 2 | Fair Value, Recurring | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Loan commitment | 0 | ||
Level 2 | Fair Value, Recurring | Money Market Funds | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Cash equivalents- money market account | 0 | ||
Level 3 | Fair Value, Recurring | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Loan commitment | $ 1,169 | ||
Level 3 | Fair Value, Recurring | Money Market Funds | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Cash equivalents- money market account | $ 0 |
Fair Value Measurement - Narrat
Fair Value Measurement - Narrative (Details) $ / shares in Units, $ in Millions | 12 Months Ended | ||||||
Dec. 31, 2021 $ / shares | Dec. 31, 2022 USD ($) $ / shares | Mar. 31, 2022 $ / shares shares | Mar. 30, 2022 $ / shares | Oct. 12, 2021 $ / shares shares | May 11, 2021 $ / shares shares | Dec. 30, 2020 $ / shares | |
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||||
Convertible preferred stock, shares issued upon conversion | 26,758,688 | ||||||
Future expected cash flows discounted, effective interest rate | 0.1412 | ||||||
Fair value, liability, recurring basis, unobservable input reconciliation, gain (loss), statement of income or comprehensive income | Other (expense) income, net | ||||||
Fair value, asset, recurring basis, unobservable input reconciliation, gain (loss), statement of income or comprehensive income | Other (expense) income, net | ||||||
Tranche C Term Loan | Loans Payable | |||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||||
Debt issuance costs, gross | $ | $ 0.3 | ||||||
Series A-2 | |||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||||
Class of warrant or right, exercise price of warrants or rights (in usd per share) | $ / shares | $ 9.62 | $ 6 | $ 12.58606 | ||||
Convertible preferred stock, shares issued upon conversion | 3,178 | ||||||
Series D | |||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||||
Class of warrant or right, exercise price of warrants or rights (in usd per share) | $ / shares | $ 9.62 | $ 6 | $ 9.62 | $ 76.92 | |||
Convertible preferred stock, shares issued upon conversion | 811,374 | ||||||
Preferred stock, convertible, shares issuable | 811,374 |
Fair Value Measurement - Level
Fair Value Measurement - Level 3 liabilities measured at fair value on a recurring basis (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 1,169 | $ 2,240 |
Change in estimated fair value | (230) | |
Change in warrant exercise price | 150 | |
Ending balance | 0 | 1,169 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Conversion of preferred stock | (153,707) | |
Tranche B Term Loan | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Exercise of Tranche loan commitment | (841) | |
Tranche C Term Loan | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Exercise of Tranche loan commitment | (497) | |
Tranche D Term Loan | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Exercise of Tranche loan commitment | (822) | |
Series D Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 0 | 4,430 |
Exercise of warrant | 0 | |
Change in estimated fair value | 0 | 4,230 |
Conversion of preferred stock | (8,660) | |
Ending balance | 0 | 0 |
Series A Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 0 | 207 |
Exercise of warrant | (207) | |
Change in estimated fair value | 0 | 0 |
Conversion of preferred stock | 0 | |
Ending balance | $ 0 | $ 0 |
Revenue - Revenue by source (De
Revenue - Revenue by source (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 16,761 | $ 17,258 |
Instruments | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 8,236 | 11,420 |
Consumables | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 5,615 | 4,781 |
Extended service warranty | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,240 | 681 |
Other service revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 1,670 | $ 376 |
Revenue - Revenue by geographic
Revenue - Revenue by geographic area (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 16,761 | $ 17,258 |
Americas | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 12,483 | 12,798 |
Europe | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,271 | 2,289 |
Greater China | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 2,538 | 1,311 |
Asia-Pacific | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 469 | $ 860 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue, remaining performance obligation, amount | $ 1,400 | |
Deferred revenue | 1,434 | $ 915 |
Contract with customer, liability, revenue recognized | $ 600 |
Supplemental Balance Sheet De_3
Supplemental Balance Sheet Details - Accounts receivable, net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accounts receivable | $ 4,827 | $ 4,146 |
Allowance for credit losses | (325) | (46) |
Total accounts receivable, net | $ 4,502 | $ 4,100 |
Supplemental Balance Sheet De_4
Supplemental Balance Sheet Details - Allowance for credit loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Allowance for credit losses, beginning of year | $ 46 | $ 50 |
Write-offs of uncollectable accounts | 0 | (4) |
Provision for credit losses | 279 | 0 |
Allowance for credit losses, end of year | $ 325 | $ 46 |
Supplemental Balance Sheet De_5
Supplemental Balance Sheet Details - Trade Receivables Associated With Significant Customers (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
MediMergent, LLC | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Receivables, fair value disclosure | $ 782 | $ 0 |
MediMergent, LLC | Credit Concentration Risk | Accounts Receivable | Trade Accounts Receivable | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
% of Accounts Receivable, Net | 17% | 0% |
PUSH-ZGC Pharmaceutical and Medical Devices Co., Ltd. | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Receivables, fair value disclosure | $ 652 | $ 0 |
PUSH-ZGC Pharmaceutical and Medical Devices Co., Ltd. | Credit Concentration Risk | Accounts Receivable | Trade Accounts Receivable | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
% of Accounts Receivable, Net | 14.20% | 0% |
Supplemental Balance Sheet De_6
Supplemental Balance Sheet Details - Inventories, net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 32,347 | $ 22,179 |
Work in process | 1,266 | 0 |
Finished goods | 3,409 | 2,481 |
Reserve for excess and obsolete inventory | (9,506) | (361) |
Total inventories, net | $ 27,516 | $ 24,299 |
Supplemental Balance Sheet De_7
Supplemental Balance Sheet Details - Purchases From Significant Suppliers Inventory Purchases (Details) - R&D Systems, Inc. - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Other Inventory, Purchased Goods, Gross | $ 6,521 | $ 4,462 |
Inventory | Supplier Concentration Risk | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
% of Total Inventory Purchases | 25.30% | 14.20% |
Supplemental Balance Sheet De_8
Supplemental Balance Sheet Details - Purchases From Significant Suppliers Accounts Payable (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Raven Biosciences ApS | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Accounts Payable | $ 273 | $ 0 |
R&D Systems, Inc. | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Accounts Payable | $ 0 | $ 625 |
Supplier Concentration Risk | Accounts Payable | Raven Biosciences ApS | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
% of Total Inventory Purchases | 11.40% | 0% |
Supplier Concentration Risk | Accounts Payable | R&D Systems, Inc. | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
% of Total Inventory Purchases | 0% | 23.40% |
Supplemental Balance Sheet De_9
Supplemental Balance Sheet Details - Property and equipment, net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 16,150 | $ 8,797 |
Accumulated depreciation | (4,913) | (3,019) |
Property and equipment, net | 11,237 | 5,778 |
Furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total | 10,034 | 5,585 |
Computers and technology | ||
Property, Plant and Equipment [Line Items] | ||
Total | 4,659 | 2,139 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 1,457 | $ 1,073 |
Supplemental Balance Sheet D_10
Supplemental Balance Sheet Details - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Apr. 11, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Depreciation | $ 1,900 | $ 1,200 | |
Accrued sales commission, current | 400 | 900 | |
Accrued vacation, current | 400 | 400 | |
Accrued bonuses, current | 1,800 | 2,200 | |
Accrued vendor payments, current | 2,200 | $ 1,800 | |
Costs incurred | $ 4,300 | $ 4,245 |
Supplemental Balance Sheet D_11
Supplemental Balance Sheet Details - Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued compensation | $ 2,585 | $ 3,656 |
Accrued operating expenses | 8,724 | 3,556 |
Short-term operating lease liability | 1,588 | 0 |
Other, including warranties | 598 | 615 |
Total accrued liabilities | $ 13,495 | $ 7,827 |
Supplemental Balance Sheet D_12
Supplemental Balance Sheet Details - Restructuring liability accrual activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Apr. 11, 2022 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Costs incurred | $ 4,300 | $ 4,245 |
Payments made | 4,245 | |
Restructuring liability | 0 | |
Severance related | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Costs incurred | 3,589 | |
Payments made | 3,589 | |
Restructuring liability | 0 | |
Outplacement services | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Costs incurred | 225 | |
Payments made | 225 | |
Restructuring liability | 0 | |
Stock-based compensation expense | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Costs incurred | 176 | |
Payments made | 176 | |
Restructuring liability | 0 | |
Consultant fees | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Costs incurred | 138 | |
Payments made | 138 | |
Restructuring liability | 0 | |
Other | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Costs incurred | 117 | |
Payments made | 117 | |
Restructuring liability | $ 0 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 22,732 | $ 22,277 |
Accumulated Amortization | 2,908 | 1,269 |
Net | $ 19,824 | 21,008 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Useful Life (Years) | 17 years | |
Gross | $ 22,062 | 21,607 |
Accumulated Amortization | 2,488 | 981 |
Net | $ 19,574 | $ 20,626 |
Patents | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Useful Life (Years) | 8 years | 9 years |
Patents | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Useful Life (Years) | 14 years | 14 years |
Capitalized licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 670 | $ 670 |
Accumulated Amortization | 420 | 288 |
Net | $ 250 | $ 382 |
Capitalized licenses | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Useful Life (Years) | 2 years | 1 year |
Capitalized licenses | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Useful Life (Years) | 3 years | 4 years |
Intangible Assets - Narrative (
Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization | $ 1.6 | $ 1.1 |
Intangible Assets - Estimated a
Intangible Assets - Estimated annual amortization (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 1,716 |
2024 | 1,718 |
2025 | 1,634 |
2026 | 1,606 |
2027 | $ 1,606 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||
Dec. 30, 2020 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 30, 2022 | Oct. 12, 2021 | May 31, 2021 | |
Line of Credit Facility [Line Items] | |||||||
Proceeds received from borrowings on credit agreement | $ 15,000 | $ 10,000 | |||||
Long-term operating lease obligations | $ 4,400 | ||||||
Loan commitment | $ 2,200 | $ 0 | 1,200 | ||||
Convertible preferred stock, shares issued upon conversion | 26,758,688 | ||||||
Class of warrant or right, contractual term | 10 years | ||||||
Pro Forma | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, covenant, minimum pro forma compliance revenue | $ 16,800 | ||||||
Series D | |||||||
Line of Credit Facility [Line Items] | |||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 97,504 | ||||||
Class of warrant or right, exercise price of warrants or rights (in usd per share) | $ 76.92 | $ 9.62 | $ 6 | $ 9.62 | |||
Convertible preferred stock, shares issued upon conversion | 811,374 | ||||||
Secured Debt | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, face amount | $ 10,000 | ||||||
Credit Agreement | Secured Debt | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, maximum borrowing capacity | $ 50,000 | $ 50,000 | $ 35,000 | ||||
Proceeds received from borrowings on credit agreement | $ 25,000 | ||||||
Debt Instrument, remaining borrowing capacity | 15,000 | ||||||
Revenues | 20,000 | ||||||
Long-term debt, gross | 25,000 | ||||||
Debt discount, increase | $ 800 | ||||||
Debt Instrument, interest rate, effective percentage | 13.63% | ||||||
Financial covenants, minimum cash balance | $ 3,000 | ||||||
Credit Agreement | Secured Debt | Minimum | |||||||
Line of Credit Facility [Line Items] | |||||||
Financial covenants, minimum cash balance | $ 26,500 | ||||||
Credit Agreement | Secured Debt | Secured Overnight Financing Rate (SOFR) | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, variable rate, floor | 0.0175 | ||||||
Debt instrument, basis spread on variable Rate | 9.50% | ||||||
Credit Agreement | Secured Debt | London Interbank Offered Rate (LIBOR) | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, variable rate, floor | 0.0175 | ||||||
Debt instrument, basis spread on variable Rate | 9.50% | ||||||
Tranche B Term Loan | Secured Debt | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, maximum borrowing capacity | $ 10,000 | ||||||
Tranche C Term Loan | Loans Payable | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt Instrument, remaining borrowing capacity | $ 15,000 | $ 7,500 | |||||
Tranche D Term Loan | Secured Debt | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, face amount | $ 7,500 |
Debt - Debt covenants (Details)
Debt - Debt covenants (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 |
Forecast | ||||
Line of Credit Facility [Line Items] | ||||
Minimum Total Revenue (in thousands) | $ 46,660 | $ 40,649 | $ 35,221 | $ 30,179 |
Equity - Narrative (Details)
Equity - Narrative (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 12, 2021 | May 11, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 400,000,000 | 400,000,000 | |||
Common stock, shares, outstanding | 39,671,235 | 39,036,010 | |||
Temporary equity, shares outstanding | 3,344,836 | ||||
Convertible preferred stock, shares issued upon conversion | 26,758,688 | ||||
Common stock, shares, issued | 39,671,235 | 39,036,010 | 1,643,374 | ||
Preferred Shares authorized | 20,000,000 | 0 | |||
Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Series A | |||||
Class of Stock [Line Items] | |||||
Temporary equity, shares outstanding | 0 | 0 | 253,862 | ||
Preferred Shares authorized | 253,862 | ||||
Preferred stock, shares outstanding | 253,862 | ||||
Series A-2 | |||||
Class of Stock [Line Items] | |||||
Temporary equity, shares outstanding | 0 | 0 | 290,002 | ||
Convertible preferred stock, shares issued upon conversion | 3,178 | ||||
Preferred Shares authorized | 293,180 | ||||
Preferred stock, shares outstanding | 293,180 | ||||
Series B | |||||
Class of Stock [Line Items] | |||||
Temporary equity, shares outstanding | 0 | 0 | 376,061 | ||
Preferred Shares authorized | 376,061 | ||||
Preferred stock, shares outstanding | 376,061 | ||||
Series B-2 | |||||
Class of Stock [Line Items] | |||||
Temporary equity, shares outstanding | 0 | 0 | 237,183 | ||
Preferred Shares authorized | 237,183 | ||||
Preferred stock, shares outstanding | 237,183 | ||||
Series C | |||||
Class of Stock [Line Items] | |||||
Temporary equity, shares outstanding | 0 | 0 | 564,287 | ||
Preferred Shares authorized | 564,287 | ||||
Preferred stock, shares outstanding | 564,287 | ||||
Series C-2 | |||||
Class of Stock [Line Items] | |||||
Temporary equity, shares outstanding | 0 | 0 | 515,218 | ||
Preferred Shares authorized | 515,218 | ||||
Preferred stock, shares outstanding | 515,218 | ||||
IPO | |||||
Class of Stock [Line Items] | |||||
Temporary equity, shares outstanding | 3,344,836 | ||||
Convertible preferred stock, shares issued upon conversion | 26,758,688 | ||||
Common stock, shares, issued | 1,643,374 | ||||
Sale of stock, price per share (in usd per share) | $ 15 |
Equity - Schedule of Redeemable
Equity - Schedule of Redeemable Preferred Stock (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 12, 2021 |
Class of Stock [Line Items] | |||
Preferred Shares authorized | 20,000,000 | 0 | |
Preferred Shares outstanding prior to conversion | 0 | 0 | |
Series A | |||
Class of Stock [Line Items] | |||
Preferred Shares authorized | 253,862 | ||
Preferred Shares outstanding prior to conversion | 253,862 | ||
Aggregate liquidation preference (in usd per share) | $ 2,849 | ||
Series A-2 | |||
Class of Stock [Line Items] | |||
Preferred Shares authorized | 293,180 | ||
Preferred Shares outstanding prior to conversion | 293,180 | ||
Aggregate liquidation preference (in usd per share) | $ 5,930 | ||
Series B | |||
Class of Stock [Line Items] | |||
Preferred Shares authorized | 376,061 | ||
Preferred Shares outstanding prior to conversion | 376,061 | ||
Aggregate liquidation preference (in usd per share) | $ 9,890 | ||
Series B-2 | |||
Class of Stock [Line Items] | |||
Preferred Shares authorized | 237,183 | ||
Preferred Shares outstanding prior to conversion | 237,183 | ||
Aggregate liquidation preference (in usd per share) | $ 9,724 | ||
Series C | |||
Class of Stock [Line Items] | |||
Preferred Shares authorized | 564,287 | ||
Preferred Shares outstanding prior to conversion | 564,287 | ||
Aggregate liquidation preference (in usd per share) | $ 31,241 | ||
Series C-2 | |||
Class of Stock [Line Items] | |||
Preferred Shares authorized | 515,218 | ||
Preferred Shares outstanding prior to conversion | 515,218 | ||
Aggregate liquidation preference (in usd per share) | $ 28,676 | ||
Series D | |||
Class of Stock [Line Items] | |||
Preferred Shares authorized | 1,202,549 | ||
Preferred Shares outstanding prior to conversion | 1,105,045 | ||
Aggregate liquidation preference (in usd per share) | $ 90,315 |
Equity based compensation - Nar
Equity based compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Oct. 07, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration period | 10 years | ||
Award vesting rights, percentage | 25% | ||
Award vesting period | 36 months | ||
Weighted average grant date fair value (in usd per share) | $ 1.48 | $ 6.36 | |
Share-based compensation arrangement by share-based payment award, options, vested in period, fair value | $ 69 | $ 66 | |
Share-based payment arrangement, nonvested award, option, cost not yet recognized, amount | $ 8,500 | ||
Expected dividend yield | 0% | 0% | |
2021 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock, capital shares reserved for future issuance | 3,175,766 | ||
2014 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock, capital shares reserved for future issuance | 3,953,323 | ||
Common stock, capital shares reserved for future issuance, annual increase percentage | 5% | ||
Options outstanding to purchase common stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 2 years 3 months 18 days | ||
Restricted Stock Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vested (in shares) | 149,148 | ||
Share-based payment arrangement, nonvested award, excluding option, cost not yet recognized, amount | $ 3,600 | ||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 3 years 1 month 6 days | ||
Share-based payment arrangement, accelerated cost | $ 200 | ||
Employee Stock | ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock, capital shares reserved for future issuance | 389,500 | ||
Common stock, capital shares reserved for future issuance, annual increase percentage | 1% | ||
Number of shares authorized | 2,400,000 |
Equity based compensation - Sto
Equity based compensation - Stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Shares | ||
Outstanding, beginning of period (in shares) | 5,105,278 | |
Granted (in shares) | 1,335,924 | |
Forfeited (in shares) | (722,471) | |
Exercised (in shares) | (486,077) | |
Outstanding, end of period (in shares) | 5,232,654 | 5,105,278 |
Vested and expected to vest at end of period (in shares) | 5,232,654 | |
Exercisable at end of period (in shares) | 2,911,394 | |
Weighted Average Exercise Price | ||
Outstanding, beginning of period (in usd per share) | $ 2.62 | |
Granted (in usd per share) | 2.67 | |
Forfeited (in usd per share) | 3.61 | |
Exercised (in usd per share) | 0.68 | |
Outstanding, end of period (in usd per share) | 2.68 | $ 2.62 |
Vested and expected to vest at end of period (in usd per share) | 2.68 | |
Exercisable at end of period (in usd per share) | $ 1.72 | |
Weighted Average Remaining Contractual Life (in years) | ||
Outstanding, weighted average remaining contractual term | 7 years 3 months 18 days | 7 years 8 months 12 days |
Vested and expected to vest, weighted average remaining contractual term | 7 years 3 months 18 days | |
Exercisable, weighted average remaining contractual term | 6 years | |
Aggregate Intrinsic Value (In thousands) | ||
Outstanding, intrinsic value at end of period | $ 1,849 | |
Vested and expected to vest, intrinsic value at end of period | 1,849 | |
Exercisable, intrinsic value at end of period | $ 1,802 |
Equity based compensation - Ran
Equity based compensation - Range of key assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 1.20% | |
Expected term (in years) | 7 years | 7 years |
Expected dividend yield | 0% | 0% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 0.94% | |
Expected volatility | 55% | 50% |
Exercise prices (in usd per share) | $ 1.90 | $ 1.83 |
Estimated fair value of common stock (in usd per share) | 1.05 | $ 4.20 |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 1.40% | |
Expected volatility | 55% | |
Exercise prices (in usd per share) | 3.43 | $ 15.05 |
Estimated fair value of common stock (in usd per share) | $ 1.90 | $ 15.05 |
Equity based compensation - Res
Equity based compensation - Restricted stock activity (Details) - Restricted Stock Awards | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Restricted Stock Awards | |
Unvested at beginning of period (in shares) | shares | 507,013 |
Granted (in shares) | shares | 980,783 |
Vested (in shares) | shares | (149,148) |
Forfeited (in shares) | shares | (697,491) |
Unvested at end of period (in shares) | shares | 641,157 |
Weighted Average Grant Date Fair Value | |
Outstanding at beginning of period (in usd per share) | $ / shares | $ 8.46 |
Granted (in usd per share) | $ / shares | 3.88 |
Vested (in usd per share) | $ / shares | 6.16 |
Forfeited (in usd per share) | $ / shares | 4.87 |
Outstanding at end of period (in usd per share) | $ / shares | $ 5.89 |
Equity based compensation - S_2
Equity based compensation - Stock-based compensation expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 3,055 | $ 2,083 |
Restricted Stock Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 1,339 | 0 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 253 | 310 |
Research and development | Restricted Stock Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 302 | 0 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 2,741 | 1,305 |
General and administrative | Restricted Stock Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 371 | 0 |
Sales and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 61 | 468 |
Sales and marketing | Restricted Stock Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 666 | $ 0 |
Commitments - Narrative (Detail
Commitments - Narrative (Details) | Dec. 31, 2022 lease |
Commitments and Contingencies Disclosure [Abstract] | |
Remaining lease term | 4 years |
Number of operating leases | 1 |
Lessee, operating lease, lease not yet commenced, term of contract | 3 years |
Commitments - Lease balances wi
Commitments - Lease balances within the balance sheet (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Assets and Liabilities, Lessee [Abstract] | ||
Operating lease right-of-use assets | $ 5,068 | $ 0 |
Short-term operating lease liability | $ 1,588 | 0 |
Operating lease, liability, current, statement of financial position | Accrued Liabilities, Current | |
Long-term operating lease obligations | $ 3,735 | 0 |
Total lease liabilities | 5,323 | |
Increase in operating lease right-of-use assets | $ 834 | $ 0 |
Commitments - Operating lease e
Commitments - Operating lease expense (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Other Commitments [Line Items] | |
Total operating lease expense | $ 1,822 |
Operating cash outflows from operating leases | 1,822 |
Cost of Sales | |
Other Commitments [Line Items] | |
Total operating lease expense | 21 |
Research and development | |
Other Commitments [Line Items] | |
Total operating lease expense | 108 |
Sales and marketing | |
Other Commitments [Line Items] | |
Total operating lease expense | 231 |
General and administrative | |
Other Commitments [Line Items] | |
Total operating lease expense | $ 1,462 |
Commitments - Weighted average
Commitments - Weighted average remaining lease term and discount rate (Details) | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | |
Weighted average lease liability term (in years) | 3 years 3 months 14 days |
Weighted average discount rate | 5% |
Commitments - Future minimum le
Commitments - Future minimum lease payments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 1,811 |
2024 | 1,773 |
2025 | 1,409 |
2026 | 776 |
2027 | 0 |
Thereafter | 0 |
Total lease payments | 5,769 |
Less: imputed interest | (446) |
Total lease liabilities | $ 5,323 |
Product Warranties - Narrative
Product Warranties - Narrative (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Guarantees and Product Warranties [Abstract] | |
Standard product warranty term | 1 year |
Product Warranties - Accrued wa
Product Warranties - Accrued warranty roll forward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Accrued warranty costs, beginning of year | $ 285 | $ 135 |
Cost of warranty services during the year | (407) | (100) |
Estimated provision for warranty costs | 390 | 250 |
Accrued warranty costs, end of year | $ 268 | $ 285 |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
U.S. statutory federal income tax rate | 21% | 21% |
State income taxes | 4.30% | 2.20% |
Permanent items | (0.20%) | (1.20%) |
Stock-based compensation | 1.70% | 0.40% |
Other | (0.30%) | 0.60% |
Change in valuation allowance | (26.50%) | (23.00%) |
Effective income tax rate | 0% | 0% |
Income Taxes - Deferred tax ass
Income Taxes - Deferred tax assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Stock based compensation | $ 1,394 | $ 702 |
Other accruals | 1,906 | 526 |
Deferred revenue | 45 | 40 |
Inventory adjustments | 2,384 | 90 |
Intangible assets | 156 | 91 |
ASC842 Lease Liability | 1,291 | 0 |
Net operating losses | 48,318 | 30,585 |
Federal and state tax credits | 3,858 | 1,288 |
Capitalized research and experimental costs | 3,201 | 0 |
Total deferred tax assets | 62,553 | 33,322 |
Valuation allowance | (61,199) | (33,207) |
Deferred tax assets, net of valuation allowance | 1,354 | 115 |
Deferred tax liabilities: | ||
ASC842 Right-of-use asset | (1,229) | 0 |
Depreciation and amortization | (125) | (115) |
Total deferred tax liabilities | (1,354) | (115) |
Deferred tax assets and liabilities, net of valuation allowance | $ 0 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Tax Credit Carryforward [Line Items] | ||
Operating loss carryforwards | $ 184,000,000 | |
Valuation allowance, deferred tax asset, increase, amount | 28,000,000 | |
Unrecognized tax benefits | 0 | $ 0 |
Unrecognized tax benefits, income tax penalties and interest accrued | 0 | $ 0 |
Domestic Tax Authority | ||
Tax Credit Carryforward [Line Items] | ||
Operating loss carryforwards | 12,700,000 | |
Deferred tax assets, tax credit carryforwards, research | 2,900,000 | |
State and Local Jurisdiction | ||
Tax Credit Carryforward [Line Items] | ||
Operating loss carryforwards | 124,400,000 | |
Deferred tax assets, tax credit carryforwards, research | $ 1,200,000 |
Technology License Agreements (
Technology License Agreements (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Class of Stock [Line Items] | |
Supply agreement, provision payment upon change of control | $ 200 |
Minimum | |
Class of Stock [Line Items] | |
Supply agreement, term of agreement | 5 years |
Minimum | Supply Commitment | |
Class of Stock [Line Items] | |
Purchase obligation | $ 25,000 |
Maximum | |
Class of Stock [Line Items] | |
Supply agreement, term of agreement | 6 years |
Maximum | Supply Commitment | |
Class of Stock [Line Items] | |
Purchase obligation | $ 500,000 |
Other income (expense), net (De
Other income (expense), net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | ||
Grant revenue | $ 381 | $ 2,667 |
R&D tax credit income | 711 | 207 |
State income tax | (598) | (195) |
Investment income | 308 | 0 |
Change in fair value of warrants and loan commitment | 0 | (4,460) |
Currency gain (loss) | (79) | (6) |
Net book value of asset disposed | (137) | (36) |
Other income (expense) | (11) | 195 |
Other income (expense), net | $ 575 | $ (1,628) |
Net Loss per Share Attributab_3
Net Loss per Share Attributable to Common Stockholders (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Options outstanding to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 5,232,654 | 5,105,278 |
Convertible preferred stock (as converted to common stock) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 641,157 | 507,013 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Related Party Transactions [Abstract] | ||
Due to related parties | $ 0 | $ 0 |
Employee benefit plans (Details
Employee benefit plans (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Defined contribution plan, maximum annual contributions per employee, percent | 3% | |
Defined contribution plan, cost | $ 0.9 | $ 0.6 |