Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 02, 2023 | |
Entity Listings [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Transition Report | false | |
Entity File Number | 001-39486 | |
Entity Registrant Name | QUANTUM-SI INCORPORATED | |
Entity Central Index Key | 0001816431 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-1388175 | |
Entity Address, Address Line One | 29 Business Park Drive | |
Entity Address, City or Town | Branford | |
Entity Address, State or Province | CT | |
Entity Address, Postal Zip Code | 06405 | |
City Area Code | 866 | |
Local Phone Number | 688-7374 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Class A Common Stock [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Class A common stock, $0.0001 per share | |
Trading Symbol | QSI | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 121,790,534 | |
Class B Common Stock [Member] | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 19,937,500 | |
Redeemable Warrants [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | |
Trading Symbol | QSIAW | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 93,822 | $ 84,319 |
Marketable securities | 180,803 | 266,990 |
Accounts receivable, net of allowance for estimated credit losses of $0 and $0, respectively | 466 | 0 |
Inventory, net | 2,325 | 0 |
Prepaid expenses and other current assets | 7,392 | 6,873 |
Total current assets | 284,808 | 358,182 |
Property and equipment, net | 17,606 | 16,849 |
Internally developed software | 627 | 0 |
Operating lease right-of-use assets | 14,354 | 15,757 |
Other assets | 701 | 697 |
Total assets | 318,096 | 391,485 |
Current liabilities: | ||
Accounts payable | 2,056 | 3,903 |
Accrued expenses and other current liabilities | 7,428 | 10,434 |
Current portion of operating lease liabilities | 1,523 | 1,369 |
Total current liabilities | 11,007 | 15,706 |
Warrant liabilities | 1,077 | 996 |
Other long-term liabilities | 19 | 0 |
Operating lease liabilities | 13,928 | 16,077 |
Total liabilities | 26,031 | 32,779 |
Commitments and contingencies (Note 15) | ||
Stockholders' equity | ||
Additional paid-in capital | 765,637 | 758,366 |
Accumulated deficit | (473,586) | (399,674) |
Total stockholders' equity | 292,065 | 358,706 |
Total liabilities and stockholders' equity | 318,096 | 391,485 |
Class A Common Stock [Member] | ||
Stockholders' equity | ||
Common Stock | 12 | 12 |
Class B Common Stock [Member] | ||
Stockholders' equity | ||
Common Stock | $ 2 | $ 2 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Allowance for estimated credit losses | $ 0 | $ 0 |
Class A Common Stock [Member] | ||
Stockholders' equity | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 600,000,000 | 600,000,000 |
Common stock, shares issued (in shares) | 121,790,534 | 120,006,757 |
Common stock, shares outstanding (in shares) | 121,790,534 | 120,006,757 |
Class B Common Stock [Member] | ||
Stockholders' equity | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 27,000,000 | 27,000,000 |
Common stock, shares issued (in shares) | 19,937,500 | 19,937,500 |
Common stock, shares outstanding (in shares) | 19,937,500 | 19,937,500 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue: | ||||
Revenue | $ 223 | $ 0 | $ 682 | $ 0 |
Cost of revenue | 115 | 0 | 372 | 0 |
Gross profit | 108 | 0 | 310 | 0 |
Operating expenses: | ||||
Research and development | 16,587 | 16,675 | 50,588 | 53,905 |
Selling, general and administrative | 10,696 | 10,983 | 33,010 | 31,093 |
Total operating expenses | 27,283 | 27,658 | 83,598 | 84,998 |
Loss from operations | (27,175) | (27,658) | (83,288) | (84,998) |
Dividend income | 2,572 | 1,381 | 7,274 | 3,288 |
Unrealized gain (loss) on marketable securities | 1,953 | (4,240) | 8,302 | (20,384) |
Realized loss on marketable securities | (1,901) | (1,348) | (6,489) | (2,399) |
Change in fair value of warrant liabilities | (162) | 137 | (81) | 5,121 |
Other income (expense), net | (15) | 15 | 370 | 70 |
Loss before provision for income taxes | (24,728) | (31,713) | (73,912) | (99,302) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | (24,728) | (31,713) | (73,912) | (99,302) |
Comprehensive loss | $ (24,728) | $ (31,713) | $ (73,912) | $ (99,302) |
Net loss per common share attributable to common stockholders, basic (in dollars per share) | $ (0.17) | $ (0.23) | $ (0.52) | $ (0.71) |
Net loss per common share attributable to common stockholders, diluted (in dollars per share) | $ (0.17) | $ (0.23) | $ (0.52) | $ (0.71) |
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic (in shares) | 141,660,018 | 139,542,660 | 141,154,110 | 139,057,663 |
Weighted-average shares used to compute net loss per share attributable to common stockholders, diluted (in shares) | 141,660,018 | 139,542,660 | 141,154,110 | 139,057,663 |
Product [Member] | ||||
Revenue: | ||||
Revenue | $ 216 | $ 0 | $ 654 | $ 0 |
Service [Member] | ||||
Revenue: | ||||
Revenue | $ 7 | $ 0 | $ 28 | $ 0 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock [Member] Class A Common Stock [Member] | Common Stock [Member] Class B Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2021 | $ 12 | $ 2 | $ 744,252 | $ (267,232) | $ 477,034 |
Balance (in shares) at Dec. 31, 2021 | 118,025,410 | 19,937,500 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | $ 0 | $ 0 | 0 | (35,175) | (35,175) |
Common stock issued upon exercise of stock options and vesting of restricted stock units | $ 0 | $ 0 | 730 | 0 | 730 |
Common stock issued upon exercise of stock options and vesting of restricted stock units (in shares) | 946,987 | 0 | |||
Stock-based compensation | $ 0 | $ 0 | (714) | 0 | (714) |
Balance at Mar. 31, 2022 | $ 12 | $ 2 | 744,268 | (302,407) | 441,875 |
Balance (in shares) at Mar. 31, 2022 | 118,972,397 | 19,937,500 | |||
Balance at Dec. 31, 2021 | $ 12 | $ 2 | 744,252 | (267,232) | 477,034 |
Balance (in shares) at Dec. 31, 2021 | 118,025,410 | 19,937,500 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (99,302) | ||||
Balance at Sep. 30, 2022 | $ 12 | $ 2 | 753,970 | (366,534) | 387,450 |
Balance (in shares) at Sep. 30, 2022 | 119,848,170 | 19,937,500 | |||
Balance at Mar. 31, 2022 | $ 12 | $ 2 | 744,268 | (302,407) | 441,875 |
Balance (in shares) at Mar. 31, 2022 | 118,972,397 | 19,937,500 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | $ 0 | $ 0 | 0 | (32,414) | (32,414) |
Common stock issued upon exercise of stock options and vesting of restricted stock units | $ 0 | 0 | 264 | 0 | 264 |
Common stock issued upon exercise of stock options and vesting of restricted stock units (in shares) | 271,731 | ||||
Stock-based compensation | $ 0 | 0 | 3,770 | 0 | 3,770 |
Balance at Jun. 30, 2022 | $ 12 | $ 2 | 748,302 | (334,821) | 413,495 |
Balance (in shares) at Jun. 30, 2022 | 119,244,128 | 19,937,500 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | $ 0 | $ 0 | 0 | (31,713) | (31,713) |
Common stock issued upon exercise of stock options and vesting of restricted stock units | $ 0 | 0 | 1,625 | 0 | 1,625 |
Common stock issued upon exercise of stock options and vesting of restricted stock units (in shares) | 604,042 | ||||
Stock-based compensation | $ 0 | 0 | 4,043 | 0 | 4,043 |
Balance at Sep. 30, 2022 | $ 12 | $ 2 | 753,970 | (366,534) | 387,450 |
Balance (in shares) at Sep. 30, 2022 | 119,848,170 | 19,937,500 | |||
Balance at Dec. 31, 2022 | $ 12 | $ 2 | 758,366 | (399,674) | 358,706 |
Balance (in shares) at Dec. 31, 2022 | 120,006,757 | 19,937,500 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | $ 0 | $ 0 | 0 | (23,611) | (23,611) |
Common stock issued upon vesting of restricted stock units | $ 0 | $ 0 | 0 | 0 | 0 |
Common stock issued upon vesting of restricted stock units (in shares) | 1,552,583 | 0 | |||
Stock-based compensation | $ 0 | $ 0 | 3,908 | 0 | 3,908 |
Balance at Mar. 31, 2023 | $ 12 | $ 2 | 762,274 | (423,285) | 339,003 |
Balance (in shares) at Mar. 31, 2023 | 121,559,340 | 19,937,500 | |||
Balance at Dec. 31, 2022 | $ 12 | $ 2 | 758,366 | (399,674) | 358,706 |
Balance (in shares) at Dec. 31, 2022 | 120,006,757 | 19,937,500 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (73,912) | ||||
Balance at Sep. 30, 2023 | $ 12 | $ 2 | 765,637 | (473,586) | 292,065 |
Balance (in shares) at Sep. 30, 2023 | 121,790,534 | 19,937,500 | |||
Balance at Mar. 31, 2023 | $ 12 | $ 2 | 762,274 | (423,285) | 339,003 |
Balance (in shares) at Mar. 31, 2023 | 121,559,340 | 19,937,500 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | $ 0 | $ 0 | 0 | (25,573) | (25,573) |
Common stock issued upon vesting of restricted stock units | $ 0 | $ 0 | 0 | 0 | 0 |
Common stock issued upon vesting of restricted stock units (in shares) | 74,273 | 0 | |||
Stock-based compensation | $ 0 | $ 0 | 1,865 | 0 | 1,865 |
Balance at Jun. 30, 2023 | $ 12 | $ 2 | 764,139 | (448,858) | 315,295 |
Balance (in shares) at Jun. 30, 2023 | 121,633,613 | 19,937,500 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | $ 0 | $ 0 | 0 | (24,728) | (24,728) |
Common stock issued upon exercise of stock options and vesting of restricted stock units | $ 0 | $ 0 | 357 | 0 | 357 |
Common stock issued upon exercise of stock options and vesting of restricted stock units (in shares) | 156,921 | 0 | |||
Stock-based compensation | $ 0 | $ 0 | 1,141 | 0 | 1,141 |
Balance at Sep. 30, 2023 | $ 12 | $ 2 | $ 765,637 | $ (473,586) | $ 292,065 |
Balance (in shares) at Sep. 30, 2023 | 121,790,534 | 19,937,500 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (73,912) | $ (99,302) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,063 | 1,789 |
Non-cash lease expense | 1,486 | 1,273 |
Unrealized (gain) loss on marketable securities | (8,302) | 20,384 |
Realized loss on marketable securities | 6,489 | 2,399 |
(Gain) loss on disposal of fixed assets | (8) | 9 |
Change in fair value of warrant liabilities | 81 | (5,121) |
Change in fair value of contingent consideration | (400) | 141 |
Stock-based compensation | 6,914 | 7,099 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (466) | 0 |
Inventory, net | (2,325) | 0 |
Prepaid expenses and other current assets | (236) | (931) |
Operating lease right-of-use assets | (83) | (9,466) |
Other assets | (4) | (7) |
Accounts payable | (732) | (444) |
Accrued expenses and other current liabilities | (2,656) | 2,224 |
Other long-term liabilities | 19 | 0 |
Operating lease liabilities | (1,995) | 8,976 |
Net cash used in operating activities | (73,067) | (70,977) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (4,877) | (7,241) |
Internally developed software - capitalized costs | (763) | 0 |
Purchases of marketable securities | 0 | (834) |
Sales of marketable securities | 88,000 | 119,759 |
Net cash provided by investing activities | 82,360 | 111,684 |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 357 | 2,619 |
Deferred offering costs | (147) | 0 |
Payment of contingent consideration - business acquisition | 0 | (348) |
Payment of deferred consideration - business acquisition | 0 | (500) |
Net cash provided by financing activities | 210 | 1,771 |
Net increase in cash and cash equivalents | 9,503 | 42,478 |
Cash and cash equivalents at beginning of period | 84,319 | 35,785 |
Cash and cash equivalents at end of period | 93,822 | 78,263 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Property and equipment purchased but not paid | 59 | 798 |
Deferred offering costs payable | $ 136 | $ 0 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 30, 2023 | |
ORGANIZATION AND DESCRIPTION OF BUSINESS [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Q uantum-Si Incorporated (including its subsidiaries, the “Company” or “Quantum-Si”) (formerly HighCape Capital Acquisition Corp. (“HighCape”)) was incorporated in Delaware on June 10, 2020. The Company’s legal name became Quantum-Si Incorporated following a business combination between the Company and Q-SI Operations Inc. (formerly Quantum-Si Incorporated) on June 10, 2021 (the “Business Combination”). The Company is an innovative life sciences company with the mission of transforming single-molecule analysis and democratizing its use by providing researchers and clinicians access to the proteome, the set of proteins expressed within a cell. The Company has developed a proprietary universal single-molecule detection platform that the Company is first applying to proteomics to enable Next-Generation Protein Sequencing TM Although the Company has incurred recurring losses each year since its inception, the Company expects its cash and cash equivalents, and marketable securities will be able to fund its operations for at least the next twelve months. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. All intercompany transactions are eliminated. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The condensed consolidated balance sheet as of December 31, 2022 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including certain notes required by U.S. GAAP, on an annual reporting basis. In the opinion of management, the accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods. The results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for any subsequent quarter, the year ending December 31, 2023, or any other period. Except for revenue, inventory and capitalized software development costs discussed elsewhere in this note, there have been no material changes to the Company’s significant accounting policies as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Global Developments In 2022, various central banks around the world (including the Federal Reserve in the United States) raised interest rates. These rate increases have caused an overall decline in the fair value of the Company’s fixed income mutual funds to date. The impact of such rate changes on the overall financial markets and the economy may continue to impact the Company in the future, including by making capital more difficult and costly to obtain on reasonable terms and when needed. In addition, the global economy has experienced and is continuing to experience high levels of inflation and global supply chain disruptions. The Company continues to monitor these supply chain, inflation and interest rate factors, as well as the uncertainty resulting from the overall economic environment. In addition, although the Company has no operations in or direct exposure to Russia or Ukraine, the Company has experienced some constraints in product and material availability and increasing costs required to obtain some materials and supplies as a result of the impact of the Russia-Ukraine military conflict on the global economy, which has contributed to the global supply chain disruptions. To date, the Company’s business has not been materially impacted by the conflict. However, as the conflict continues or worsens, it may adversely impact the Company’s business, financial condition, results of operations or cash flows. Concentration of Business Risk F inancial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents and marketable securities. As of September 30, 2023 and December 31, 2022, substantially all of the Company’s marketable securities were invested in fixed income mutual funds at one financial institution. See Note 5 “Investments in Marketable Securities” in our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further information regarding o ur realized losses on such accounts. The Company also maintains balances in certain operating accounts above federally insured limits and, as a result, the Company is exposed to credit risk in the event of default by the financial institutions to the extent account balances exceed the amount insured by the Federal Deposit Insurance Corporation The Company sources certain key materials and components utilized in the Company’s products from single or limited suppliers. Historically, the Company has not experienced significant issues sourcing these materials and components. However, if these suppliers were not able to supply the requested amount of materials or components, it could take a considerable length of time to obtain alternative sources, which could affect the Company’s development efforts and commercial operations. Segment Reporting The Company’s Chief Operating Decision Maker, its Chief Executive Officer, reviews the Company’s financial information on a consolidated basis for purposes of allocating resources and evaluating its financial performance. Accordingly, the Company has determined that it operates as a single reportable segment. Reclassifications Certain prior year amounts have been reclassified for consistency with the current year’s presentation. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions about future events that affect the amounts reported in its condensed consolidated financial statements and accompanying notes. Future events and their effects cannot be determined with certainty. On an ongoing basis, management evaluates these estimates and assumptions. Significant estimates and assumptions include: ● valuation allowance with respect to deferred tax assets; ● inventory valuation; ● assumptions used for leases; ● valuation of warrant liabilities; ● a ssumptions associated with revenue recognition; and ● assumptions underlying the fair value used in the calculation of stock-based compensation. The Company bases these estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s condensed consolidated financial statements. Inventory, Net Inventory is stated at the lower of cost or net realizable value with cost determined using the first-in, first-out method. Inventory primarily consists of raw materials and finished goods of $1,030 and $1,285, respectively, as of September 30, 2023. Materials that may be utilized for either research and development or, alternatively, for commercial purposes, are classified as inventory. Amounts in inventory that are used for research and development purposes are charged to research and development expense when the product enters the research and development process and can no longer be used for commercial purposes and, therefore, does not have an “alternative future use” as defined in authoritative guidance. The Company performs an assessment of the recoverability of capitalized inventory during each reporting period and, if needed, writes down any excess and obsolete inventory to its estimated net realizable value in the period it is identified. As of September 30, 2023, there were no write-downs recorded against inventory. Capitalized Software Development Costs The Company capitalizes certain internal use software development costs related to its SaaS platform incurred during the application development stage when management with the relevant authority authorizes and commits to the funding of the project, it is probable that the project will be completed, and the software will be used as intended. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable that the expenditure will result in additional functionality. Costs related to preliminary project activities and to post-implementation activities are expensed as incurred. Internal use software is amortized on a straight-line basis over its estimated useful life, which is generally two years. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of the assets. Capitalized costs are recorded as Internally developed software in the condensed consolidated balance sheets. There was no Internally developed software recorded in 2022. Amortization expense related to internally developed software was $90 and $136 for the three and nine months ended September 30, 2023, respectively. As of September 30, 2023 amortization expense for the remainder of the year ending December 31, 2023 and $ 2024 Revenue Recognition The Company’s revenue is derived from sales of products and services. Product revenue is primarily generated from the sales of instruments protein sequencing and analysis The Company allocates The Company determines the Company estimates The Company considers performance obligation for sales of products is satisfied upon shipment of the goods to the customer in accordance with the shipping terms (either upon shipment or delivery), which is when control of the product is deemed to be transferred; this would include instruments and consumables. Customers generally do not have a right of return, except for defective or damaged products during the warranty period or unless prior written consent is provided. In instances where right of payment or transfer of title is contingent upon the customer’s acceptance of the product, revenue is deferred until all acceptance criteria have been met. Revenues for service maintenance contracts, which start after the first year of purchase and are considered as service type warranties that effectively extend the standard first-year warranty coverage at the customer’s option, are recognized ratably over the contract service period as these services are performed evenly over time. Revenues for proof of concept services and advanced training is recognized upon satisfaction of the underlying performance obligation. The Company typically provides a standard one-year T he Company disaggregates revenue from contracts with customers by type of revenue – products and services. The Company believes that product revenue and service revenue aggregate the payor types by nature, amount, timing and uncertainty of its revenue streams. Total revenue generated from domestic sales for the three and nine months ended September 30, 2023 was $209 and $565, respectively. Total revenue generated from international sales for the three and nine months ended September 30, 2023 was $14 and $117 Deferred Revenue De ferred revenue is a contract liability that consists of customer payments received in advance of performance or billings in excess of revenue recognized, net of revenue recognized from the balance at the beginning of the period. Deferred revenue primarily consists of billings and payments received in advance of revenue recognition from service maintenance contracts including software subscription, proof of concept services and advanced training, and is reduced as the revenue recognition criteria are met. Deferred revenue also includes proof of concept services and advanced training provided to customers until the service has been performed. Deferred revenue is classified as current or non-current based on expected revenue recognition timing. Specifically, deferred revenue that will be recognized as revenue within the succeeding 12-month period is recorded as current and is included within Accrued expenses and other current liabilities, and the portion of deferred revenue where revenue is expected to be recognized beyond 12 months from the reporting date is recorded as non-current deferred revenue and is included in Other long-term liabilities in the Company’s condensed consolidated balance sheets. As of September 30, 2023, the Company had deferred revenue amounting to $189, $170 of which is included within Accrued expenses and other current liabilities and $19 is included within Other long-term liabilities in the Company’s condensed consolidated balance sheets. The Company expects to recognize approximately 74% of its remaining performance obligations as revenue for the remainder thereafter The amount of revenue recognized during the three and nine months ended September 30, 2023 that was included in the deferred revenue balance of $73 at December 31, 2022 was $1 and $71, respectively Warranty The Company provides a free 12-month assurance-type warranty to customers with the initial purchase of a PlatinumTM instrument. The cost of the warranty is accrued upon the initial sale of an instrument in Accrued expenses and other current liabilities on the condensed consolidated balance sheets. Shipping and Handling Costs Shipping and handling costs associated with outbound freight after control of a product has transferred to a customer are accounted for as fulfillment costs and are included in Cost of revenue in the condensed consolidated statements of operations and comprehensive loss. Shipping and handling costs billed to customers are considered part of the transaction price and are recognized as revenue with the underlying product sales. Recently Issued Accounting Pronouncements Accounting pronouncements issued but not yet adopted No new accounting pronouncements issued or effective during the three and nine months ended September 30, 2023 had, or are expected to have, a material impact on the Company’s condensed consolidated financial statements. |
ACQUISITION
ACQUISITION | 9 Months Ended |
Sep. 30, 2023 | |
ACQUISITION [Abstract] | |
ACQUISITION | 3. ACQUISITION Majelac Technologies LLC Pursuant to the terms and conditions of an Asset Purchase Agreement by and among the Company, Majelac Technologies LLC (“Majelac”), and certain other parties, on November 5, 2021 (the “Majelac Closing Date”), the Company acquired certain assets and assumed certain liabilities of Majelac, a privately-owned company providing semiconductor chip assembly and packaging capabilities located in Pennsylvania, for $4,632 in cash including $132 in reimbursement for certain recently purchased equipment, and 535,715 shares of Class A common stock, valued at $4,232, issued to Majelac subject to certain restrictions. An additional 59,523 shares of Class A common stock valued at $471 were issued to Majelac 12 months after the Majelac Closing Date on November 7, 2022. The Company also assumed the legal fees of Majelac of $50. Additional purchase price consideration of $500 in cash was to be paid six months after the Majelac Closing Date less any amount that could be required by the buyer indemnitees to satisfy any unresolved claims for indemnification, if any. The Company agreed to pay additional milestone-based consideration of up to $800, which was fair valued at $531 on the Majelac Closing Date. On May 4, 2022, the Company paid Majelac $900 in cash, which consisted of $500 for the additional purchase price consideration and $400 (fair value of $348 at the Majelac Closing Date) for first of two milestones As of June 30, 2023, the Company determined that the estimated fair value of the contingent consideration was de minimis as the probability of the second milestone being met by November 1, 2023 was remote. As of September 30, 2023, there has been no change from the June 30, 2023 determination. As a result, the Company recorded a gain of $400 during the nine months ended September 30, 2023 in Other income (expense), net in the condensed consolidated statements of operations and comprehensive loss. The acquisition brought semiconductor chip assembly and packaging capabilities in-house and secured the Company’s supply chain to support its commercialization efforts. Prior to the acquisition, Majelac was a vendor of the Company. The following table summarizes the final purchase price allocation at the Majelac Closing Date as follows: Purchase Price Allocation Prepaid expenses and other current assets $ 27 Property and equipment, net 906 Goodwill 9,483 Total $ 10,416 Goodwill represents the excess of the consideration transferred over the aggregate fair values of assets acquired and liabilities assumed. The goodwill recorded in connection with this acquisition was based on operating synergies and other benefits expected to result from the combined operations. The goodwill acquired is amortizable for tax purposes over a period of 15 years. During the fourth quarter ended December 31, 2022, the Company concluded the goodwill from the Majelac acquisition was fully impaired and recorded a charge of $9,483 on the consolidated statements of operations and comprehensive loss. Acquisition-related costs recognized during the three and nine months ended September 30, 2022, including transaction costs such as legal, accounting, valuation and other professional services, were $0 and $26, respectively, and are included in Selling, general and administrative on the condensed consolidated statements of operations and comprehensive loss. There were no acquisition-related costs recognized during the three and nine months ended September 30, 2023. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2023 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 4. FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value. The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The Company utilizes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: ● Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. ● Level 2 - Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. ● Level 3 - Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying value of cash and cash equivalents, accounts payable and accrued expenses and other current liabilities approximates their fair values due to the short-term or on demand nature of these instruments. Fixed income mutual funds were valued using quoted market prices and accordingly were classified as Level 1. There were no transfers between fair value measurement levels during the three and nine months ended September 30, 2023. The Company’s outstanding warrants include publicly traded warrants (the “Public Warrants”) which were issued as one-third The Public Warrants and Private Warrants were carried at fair value as of September 30, 2023 and December 31, 2022. The Public Warrants were valued using Level 1 inputs as they are traded in an active market. The Private Warrants were valued using a binomial lattice model, which results in a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Warrants was the expected volatility of the Company’s Class A common stock. The expected volatility was based on consideration of the implied volatility from the Company’s own Public Warrant pricing and on the historical volatility observed at guideline public companies. The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy: Fair Value Measurement Level September 30, 2023: Total Level 1 Level 2 Level 3 Assets: Cash and cash equivalents - Money Market $ 88,354 $ 88,354 $ - $ - Marketable securities 180,803 180,803 - - Total assets at fair value on a recurring basis $ 269,157 $ 269,157 $ - $ - Liabilities: Public Warrants $ 1,035 $ 1,035 $ - $ - Private Warrants 42 - - 42 Total liabilities at fair value on a recurring basis $ 1,077 $ 1,035 $ - $ 42 Fair Value Measurement Level December 31, 2022: Total Level 1 Level 2 Level 3 Assets: Cash and cash equivalents - Money Market $ 83,079 $ 83,079 $ - $ - Marketable securities 266,990 266,990 - - Total assets at fair value on a recurring basis $ 350,069 $ 350,069 $ - $ - Liabilities: Public Warrants $ 958 $ 958 $ - $ - Private Warrants 38 - - 38 Total liabilities at fair value on a recurring basis $ 996 $ 958 $ - $ 38 |
INVESTMENTS IN MARKETABLE SECUR
INVESTMENTS IN MARKETABLE SECURITIES | 9 Months Ended |
Sep. 30, 2023 | |
INVESTMENTS IN MARKETABLE SECURITIES [Abstract] | |
INVESTMENTS IN MARKETABLE SECURITIES | 5. INVESTMENTS IN MARKETABLE SECURITIES Unrealized gains/(losses) related to securities held as of September 30, 2023, realized losses related to securities that were sold during the three and nine months ended September 30, 2023 and dividend income from marketable securities were as follows for the three and nine months ended September 30, 2023 and 2022: Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Unrealized gain (loss) on marketable securities $ 1,953 $ (4,240 ) $ 8,302 $ (20,384 ) Realized loss on marketable securities (1,901 ) (1,348 ) (6,489 ) (2,399 ) Dividend income from marketable securities 2,572 1,381 7,274 3,288 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 9 Months Ended |
Sep. 30, 2023 | |
PROPERTY AND EQUIPMENT, NET [Abstract] | |
PROPERTY AND EQUIPMENT, NET | 6. PROPERTY AND EQUIPMENT, NET Property and equipment, net, are recorded at historical cost and consist of the following: September 30, December 31, Laboratory and production equipment $ 14,880 $ 14,031 Computer equipment 1,736 1,073 Purchased software 188 188 Furniture and fixtures 260 218 Leasehold improvements 6,918 1,308 Construction in process 2,776 6,234 Property and equipment, gross 26,758 23,052 Less: Accumulated depreciation and amortization (9,152 ) (6,203 ) Property and equipment, net $ 17,606 $ 16,849 Depreciation and amortization expense associated with Property and equipment amounted to $1,080 and $729 for the three months ended September 30, 2023 and 2022, respectively, and $2,927 and $1,789 for the nine months ended September 30, 2023 and 2022, respectively. No impairments were recorded for the three and nine months ended September 30, 2023 or 2022. |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 9 Months Ended |
Sep. 30, 2023 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 7. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following: September 30, December 31, Employee compensation and benefits $ 3,191 $ 5,548 Contracted services 2,325 3,616 Restructuring costs 551 - Business acquisition costs and contingencies - 343 Legal fees 997 839 Other 364 88 Total accrued expenses and other current liabilities $ 7,428 $ 10,434 |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2023 | |
LEASES [Abstract] | |
LEASES | 8. LEASES The Company has commitments under lease arrangements primarily for office and manufacturing space. The Company’s leases have initial lease terms ranging from two one Operating leases are accounted for on the condensed consolidated balance sheets with right-of-use (“ROU”) assets being recognized in “Operating lease right-of-use assets” and lease liabilities recognized in “Current portion of operating lease liabilities” and “Operating lease liabilities”. Lease-related costs for the three and nine months ended September 30, 2023 and 2022 are as follows: Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Operating lease cost $ 864 $ 819 $ 2,613 $ 2,352 Variable lease cost 545 321 1,226 922 Total lease cost $ 1,409 $ 1,140 $ 3,839 $ 3,274 Other information related to operating leases as of September 30, 2023 and December 31, 2022 is as follows: September 30, December 31, 2023 2022 Weighted-average remaining lease term (years) 6.6 7.3 Weighted-average discount rate 7.9 % 7.9 % The following table provides certain cash flow and supplemental cash flow information related to the Company’s lease liabilities for the nine months ended September 30, 2023 and 2022: Nine months ended September 30, 2023 2022 Operating cash paid to settle operating lease liabilities $ 3,201 $ 1,362 Right-of-use assets obtained in exchange for lease liabilities $ 83 $ 9,466 Future minimum lease payments under non-cancellable leases as of September 30, 2023 are as follows: Operating Leases Remainder of 2023 $ 1,097 2024 4,436 2025 4,527 2026 4,585 2027 4,549 Thereafter 13,027 Total undiscounted lease payments $ 32,221 Less: Imputed interest 7,666 Less: Lease incentives (1) 9,104 Total lease liabilities $ 15,451 (1) Includes lease incentives that may be realized in 2023 for the costs of leasehold improvements. In December 2021, the Company signed a 10-year lease for approximately 67,000 square feet of space located at 115 Munson Street in New Haven, Connecticut. The lease commenced on January 8, 2022 with rent payments beginning on July 7, 2022. Under the lease, the landlord contractually agreed to reimburse the Company for up to $9,104 in improvements to the space, to be used for such improvements as the Company deems “necessary or desirable”. On September 13, 2022, the Company filed a lawsuit against the landlord, alleging that the landlord has: (i) refused to reimburse the Company for costs related to improvements already incurred and submitted; (ii) delayed the Company’s completion of improvements, in order to avoid reimbursing the costs of those improvements; and (iii) improperly rejected the Company’s proposed improvement plans. The Company accounted for the $9,104 of lease incentives as an offset to the lease liability recorded at the inception of the lease. From the total lease incentives, the Company has incurred and recognized leasehold improvements of approximately $1,100 related to reimbursable construction costs included in construction in progress within Property and equipment, net on the condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022. Although the Company believes it is contractually entitled to the $9,104 of lease incentives, based on the current status of the litigation, the Company cannot determine the likely outcome or estimate the impact on such carrying values. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2023 | |
STOCKHOLDERS' EQUITY [Abstract] | |
STOCKHOLDERS' EQUITY | 9. STOCKHOLDERS’ EQUITY At-the-market Equity Offering Program In August 2023, the Company filed a universal shelf registration statement on Form S-3 (the “Shelf Registration Statement”), which became effective on August 22, 2023, covering the offering of Class A common stock, preferred stock, debt securities, warrants, rights and units. In August 2023, the Company also entered into an Equity Distribution Agreement (“EDA”) with an outside placement agent (the “Agent”), under which the Company may, from time to time, sell shares of the Company’s Class A common stock having an aggregate offering price of up to $75 million in “at-the-market” offerings through the Agent (the “ATM Offering”). The Shelf Registration Statement included a prospectus supplement covering the offering, issuance and sale of up to $75 million of the Company’s Class A common stock, from time to time, through the ATM Offering. The shares to be sold under the EDA may be issued and sold pursuant to the Shelf Registration Statement. The EDA also provides that the Agent will be entitled to compensation for its services in an amount up to 3.0% of the gross proceeds from the sales of shares sold through the Agent under the EDA. The Company has no obligation to sell any shares under the EDA and may at any time suspend solicitation and offers under the EDA. To date, the Company has not issued or sold any shares of the Company’s Class A common stock under the ATM Offering. Equity Incentive Plan The Company’s 2013 Employee, Director and Consultant Equity Incentive Plan, as amended on March 12, 2021 (the “2013 Plan”), was originally adopted by its Board of Directors and stockholders in September 2013. In connection with the closing of the Business Combination, the Company adjusted the equity awards. The adjustments to the awards did not result in incremental expense as the equitable adjustments were made pursuant to a preexisting nondiscretionary antidilution provision in the 2013 Plan, and the fair-value, vesting conditions, and classification are the same immediately before and after the modification. In connection with the Business Combination, HighCape’s stockholders approved and adopted the Quantum-Si Incorporated 2021 Equity Incentive Plan (the “2021 Plan”) and the Company no longer makes issuances under the 2013 Plan. The 2021 Plan provides for grants of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock or cash-based awards. Directors, officers and other employees of the Company and its subsidiaries, as well as others performing consulting or advisory services for the Company, are eligible for grants under the 2021 Plan As of September 30, 2023 and December 31, 2022, there were 13,071,147 and 9,133,702 shares, respectively, available for issuance under the 2021 Plan. On November 9, 2022, the Company granted inducement awards consisting of 2,780,000 performance-based stock options to purchase Class A common stock pursuant to Nasdaq Rule 5635(c)(4). These awards were not granted pursuant to the 2013 Plan or the 2 On May 8, 2023, the Company adopted the 2023 Inducement Equity Incentive Plan (the “2023 Inducement Plan”) to reserve 3,000,000 shares of its common stock to be used exclusively for grants of awards to individuals that were not previously employees or directors of the Company as a material inducement to such individuals’ entry into employment with the Company within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules. The terms and conditions of the 2023 Inducement Plan are substantially similar to those of the 2021 Plan . As of September 30, 2023, there were 60,250 shares remaining available for issuance under the 2023 Inducement Equity Incentive Plan Stock options During the nine months ended September 30, 2023, the Company granted an aggregate of 10,138,730 stock option awards to participants, with vesting subject to the participant’s continued employment with the Company through the applicable vesting dates. Stock-based compensation related to stock options for the three months ended September 30, 2023 and 2022 was $1,133 and $1,868, respectively. Stock-based compensation related to stock options for the nine months ended September 30, 2023 and 2022 was $5,728 and $5,169, respectively. A summary of the stock option activity is presented in the table below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2022 19,427,755 $ 3.69 8.68 $ 378 Granted 10,138,730 1.79 Exercised (127,799 ) 2.79 Forfeited (5,816,858 ) 3.76 Outstanding at September 30, 2023 23,621,828 $ 2.86 8.46 $ 1,129 Options exercisable at September 30, 2023 6,311,402 $ 3.98 6.38 $ 286 Vested and expected to vest at September 30, 2023 19,261,890 $ 2.96 8.29 $ 916 Restricted stock units During the nine months ended September 30, 2023, the Company granted 491,320 restricted stock unit (“RSU”) awards. Stock-based compensation related to RSU awards for the three months ended September 30, 2023 and 2022 was $8 and $2,175, respectively. Stock-based compensation related to RSU awards for the nine months ended September 30, 2023 and 2022 was $1,186 and $1,930 , respectively. A summary of the RSU activity is presented in the table below: Number of Shares Underlying RSUs Weighted Average Grant-Date Fair Value Outstanding non-vested RSUs at December 31, 2022 2,018,449 $ 8.41 Granted 491,320 1.76 Vested (1,655,978 ) 8.56 Forfeited (213,117 ) 7.09 Outstanding non-vested RSUs at September 30, 2023 640,674 $ 3.39 The Company’s stock-based compensation is allocated to the following operating expense categories as follows: Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Research and development $ 479 $ 1,114 $ 2,531 $ 3,460 Selling, general and administrative 662 2,929 4,383 3,639 Total stock-based compensation $ 1,141 $ 4,043 $ 6,914 $ 7,099 |
NET LOSS PER SHARE
NET LOSS PER SHARE | 9 Months Ended |
Sep. 30, 2023 | |
NET LOSS PER SHARE [Abstract] | |
NET LOSS PER SHARE | 10. NET LOSS PER SHARE Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all common share equivalents of the Company, including those presented in the table below, to the extent dilutive. Basic and diluted net loss per share was the same for each period presented as the inclusion of all common share equivalents would have been anti-dilutive. The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock: Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Numerator Net loss $ (24,728 ) $ (31,713 ) $ (73,912 ) $ (99,302 ) Numerator for basic and diluted EPS - loss attributable to common stockholders $ (24,728 ) $ (31,713 ) $ (73,912 ) $ (99,302 ) Denominator Common stock 141,660,018 139,542,660 141,154,110 139,057,663 Denominator for basic and diluted EPS - weighted-average common stock 141,660,018 139,542,660 141,154,110 139,057,663 Basic and diluted net loss per share $ (0.17 ) $ (0.23 ) $ (0.52 ) $ (0.71 ) Net loss per share attributable to Class A and Class B common stockholders was the same on a basic and diluted basis, as the inclusion of all potential common equivalent shares outstanding would have been anti-dilutive. Anti-dilutive common equivalent shares were as follows: September 30, 2023 2022 Outstanding options to purchase common stock 23,621,828 12,245,302 Outstanding restricted stock units 640,674 2,084,710 Outstanding warrants 3,968,319 3,968,319 28,230,821 18,298,331 |
WARRANT LIABILITIES
WARRANT LIABILITIES | 9 Months Ended |
Sep. 30, 2023 | |
WARRANT LIABILITIES [Abstract] | |
WARRANT LIABILITIES | 11. Public Warrants As of September 30, 2023 and December 31, 2022, there were an aggregate of 3,833,319 outstanding Public Warrants, which entitle the holder to acquire Class A common stock. Each whole warrant entitles the registered holder to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment as discussed below, beginning on September 9, 2021. The warrants will expire on June 10, 2026 or earlier upon redemption or liquidation. Redemptions At any time while the warrants are exercisable, the Company may redeem not less than all of the outstanding Public Warrants: ● ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and ● if, and only if, the closing price of the Company’s common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three If the foregoing conditions are satisfied and the Company issues a notice of redemption of the Public Warrants at $0.01 per warrant, each holder of Public Warrants will be entitled to exercise held Public Warrants prior to the scheduled redemption date. If the Company calls the Public Warrants for redemption for $0.01 as described above, the Company’s Board of Directors may elect to require any holder that wishes to exercise his, her or its Public Warrants to do so on a “cashless basis.” If the Company’s Board of Directors makes such election, all holders of Public Warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” over the exercise price of the warrants by (y) the “fair market value”. For purposes of the redemption provisions of the warrants, the “fair market value” means the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. The Company evaluated the Public Warrants under ASC 815-40, in conjunction with the SEC Division of Corporation Finance’s April 12, 2021 Public Statement, Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) Private Warrants As of September 30, 2023 and December 31, 2022, there were 135,000 Private Warrants outstanding. The Private Warrants are identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its permitted transferees, (i) the Private Warrants and the shares of Class A common stock issuable upon the exercise of the Private Warrants were not transferable, assignable or saleable until 30 days after the completion of the Business Combination, (ii) the Private Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and (iii) the Private Warrants are not subject to the Company’s redemption option at the price of $0.01 per warrant. The Private Warrants are subject to the Company’s redemption option at the price of $0.01 per warrant, provided that the other conditions of such redemption are met, as described above. If the Private Warrants are held by a holder other than the Sponsor or any of its permitted transferees, the Private Warrants will be redeemable by the Company in all redemption scenarios applicable to the Public Warrants and exercisable by such holders on the same basis as the Public Warrants. The Company evaluated the Private Warrants under ASC 815-40, in conjunction with the SEC Statement , The fair value of warrant liabilities was $1,077 and $996 as of September 30, 2023 and December 31, 2022, respectively. The Company recognized losses of $162 and $81 as a Change in fair value of warrant liabilities in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2023, respectively. The Company recognized gains of $137 and $5,121 as a Change in fair value of warrant liabilities in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2022, respectively. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2023 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | 12. INCOME TAXES Income taxes for the three and nine months ended September 30, 2023 and 2022 are recorded at the Company’s estimated annual effective income tax rate, subject to adjustments for discrete events, if they occur. The Company’s estimated annual effective tax rate was 0.0% for the three and nine months ended September 30, 2023 and 2022. The primary reconciling items between the federal statutory rate of 21.0% for these periods and the Company’s overall effective tax rate of 0.0% were related to the effects of deferred state income taxes, nondeductible stock-based compensation, changes in the fair value of warrant liabilities, research and development credits, and the valuation allowance recorded against the full amount of its net deferred tax assets. A valuation allowance is required when it is more likely than not that some portion or all of the Company’s deferred tax assets will not be realized. The realization of deferred tax assets depends on the generation of sufficient future taxable income during the period in which the Company’s related temporary differences become deductible. The Company has recorded a full valuation allowance against its net deferred tax assets as of September 30, 2023 and December 31, 2022 since management believes that based on the earnings history of the Company, it is more likely than not that the benefits of these assets will not be realized. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | 13. RELATED PARTY TRANSACTIONS The Company utilized and subleased office and laboratory space in a building owned by a related party. The Company paid $0 and $80 under month-to-month lease arrangements for this space for the three months ended September 30, 2023 and 2022, respectiv ely, and $156 and $241 for the nine months ended September 30, 2023 and 2022, respectively. The Company no longer subleases this space as of June 30, 2023 The Company was a party to an Amended and Restated Technology Services Agreement (the “ARTSA”), most recently amended on November 11, 2020, by and among 4Catalyzer Corporation (“4C”), the Company and other participant companies controlled by Dr. Jonathan Rothberg, the Chairman of the Company’s . T 65 149 under month-to-month sublease arrangements for office and laboratory spaces from 4C, during the three months ended September 30, 2023 and 2022, respectiv ely. The Company incurred expenses of $323 and $517, which included $72 and $141 under month-to-month sublease arrangements for office and laboratory spaces from 4C, during the nine months ended September 30, 2023 and 2022, respectively. and $70, respectively eets . The amounts advanced and due from 4C at September 30, 2023 and December 31, 2022, related to operating expenses were $0 and $37, respectively, and are included in Prepaid expenses and other current assets on the condensed consolidated balance sheets The ARTSA also provided for the participant companies to provide other services to each other. The Company also had transactions with other entities under common ownership, which included payments made to third parties on behalf of the Company and payments made by the Company to third parties on behalf of the other entities. There were no amounts remaining payable to the Company or from the Company at September 30, 2023 and December 31, 2022. On September 20, 2021, the Company entered into a Binders Collaboration (the “Collaboration”) with Protein Evolution, Inc. (“PEI”) to develop technology and methods in the field of nanobodies and potentially other binders to produce novel biological reagents and related data. The Collaboration was made pursuant to and governed by the Technology and Services Exchange Agreement, effective as of June 10, 2021, by and among the Company and the participants named therein, including PEI. Dr. Rothberg serves as Chairman of the Board of Directors of PEI and the Rothberg family are controlling stockholders of PEI. Effective March 31, 2022, the Collaboration with PEI was terminated, and the Company paid a final payment of $1,135 under the Collaboration for all services rendered. Effective October 1, 2022, the Company entered into a Protein Engineering Collaboration (the “New Collaboration”) with PEI to develop technology and methods in the field of nanobodies and potentially other binders to produce novel biological reagents and related data. The New Collaboration was made pursuant to and governed by the Technology and Services Exchange Agreement, effective as of June 10, 2021, by and among the Company and the participants named therein, including PEI. Dr. Rothberg serves as Chairman of the Board of Directors of PEI and the Rothberg family are controlling stockholders of PEI. The Company incurred expenses of $47 and $172 during the three and nine months ended September 30, 2023, respectively, related to the New Collaboration. The amounts advanced and due from PEI at September 30, 2023 and December 31, 2022 related to operating expenses were $217 and $45, respectively, and are included in Prepaid expenses and other current assets on the condensed consolidated balance sheets. Effective November 1, 2022, the Company entered into an Advisory Agreement with Dr. Rothberg (the “Advisory Agreement”), pursuant to which Dr. Rothberg serves as Chairman of the Board, advises the Chief Executive Officer and the Board on strategic matters, and provides consulting, business development and similar services on matters relating to our current, future and potential scientific and strategic initiatives and such other consulting services reasonably requested from time to time. Pursuant to the Advisory Agreement, as compensation for the services provided thereunder, in March 2023, the Company granted Dr. Rothberg an option to purchase 250,000 shares of Class A common stock pursuant to the 2021 Plan. In connection with the Advisory Agreement, Dr. Rothberg’s title was changed from Executive Chairman to Chairman of the Board. Dr. Rothberg also receives fees as the Chairman of the Company’s and $87 and $341 for the nine months ended September 30, 2023 and 2022, respectively, |
RESTRUCTURING
RESTRUCTURING | 9 Months Ended |
Sep. 30, 2023 | |
RESTRUCTURING [Abstract] | |
RESTRUCTURING | 14. RESTRUCTURING The Company committed to organizational restructurings, during the quarters ended March 31, 2023 and September 30, 2023, designed to decrease its costs and create a more streamlined organization to support its business. As of September 30, 2023, the Company has recorded a $551 restructuring liability, which is included in Accrued expenses and other current liabilities in the condensed consolidated balance sheets. The Company’s restructuring costs, primarily for cash severance costs and other severance benefits, are allocated to the following operating expense categories as follows: Three months ended Nine months ended September 30, 2023 September 30, 2023 Research and development $ 1,602 $ 2,738 Selling, general and administrative 649 1,393 Total restructuring costs $ 2,251 $ 4,131 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 15. COMMITMENTS AND CONTINGENCIES Commitments Licenses related to certain intellectual property: The Company licenses certain intellectual property, some of which may be utilized in its current or future product offerings. To preserve the right to use such intellectual property, the Company is required to make annual minimum fixed payments totaling $210 as well as royalties based on net sales if the royalties exceed annual minimum fixed payments. As of September 30, 2023, the Company recorded $155 in Accrued expenses and other current liabilities Other commitments: The Company sponsors a 401(k) defined contribution plan covering all eligible U.S. employees. Contributions to the 401(k) plan are discretionary. The Company did not make any matching contributions to the 401(k) plan for the three and nine months ended September 30, 2023 and 2022. Contingencies The Company is subject to claims in the ordinary course of business. Except as discussed below, the Company is not currently a party to any pending or threatened litigation, the outcome of which would be expected to have a material adverse effect on its financial condition, results of operations, or cash flows. The Company accrues contingent liabilities to the extent that the liability is probable and estimable. In October 2023, a former contract manufacturer of the Company filed a complaint alleging breach of contract and made claims for economic damage and attorney costs. Although it is not possible to determine the potential financial exposure associated with the alleged claims given its early stage, the Company believes that it has a meritorious defense and intends to vigorously defend against all claims asserted in the complaint . The Company enters into agreements that contain indemnification provisions with other parties in the ordinary course of business, including business partners, investors, contractors, and the Company’s officers, directors and certain employees. The Company has agreed to indemnify and defend the indemnified party claims and related losses suffered or incurred by the indemnified party from actual or threatened third-party claims because of the Company’s activities or non-compliance with certain representations and warranties made by the Company. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in any particular case. To date, losses recorded in the Company’s condensed consolidated statements of operations and comprehensive loss in connection with the indemnification provisions have not been material. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. All intercompany transactions are eliminated. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The condensed consolidated balance sheet as of December 31, 2022 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including certain notes required by U.S. GAAP, on an annual reporting basis. In the opinion of management, the accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods. The results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for any subsequent quarter, the year ending December 31, 2023, or any other period. Except for revenue, inventory and capitalized software development costs discussed elsewhere in this note, there have been no material changes to the Company’s significant accounting policies as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. |
Concentration of Business Risk | Concentration of Business Risk F inancial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents and marketable securities. As of September 30, 2023 and December 31, 2022, substantially all of the Company’s marketable securities were invested in fixed income mutual funds at one financial institution. See Note 5 “Investments in Marketable Securities” in our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further information regarding o ur realized losses on such accounts. The Company also maintains balances in certain operating accounts above federally insured limits and, as a result, the Company is exposed to credit risk in the event of default by the financial institutions to the extent account balances exceed the amount insured by the Federal Deposit Insurance Corporation The Company sources certain key materials and components utilized in the Company’s products from single or limited suppliers. Historically, the Company has not experienced significant issues sourcing these materials and components. However, if these suppliers were not able to supply the requested amount of materials or components, it could take a considerable length of time to obtain alternative sources, which could affect the Company’s development efforts and commercial operations. |
Segment Reporting | Segment Reporting The Company’s Chief Operating Decision Maker, its Chief Executive Officer, reviews the Company’s financial information on a consolidated basis for purposes of allocating resources and evaluating its financial performance. Accordingly, the Company has determined that it operates as a single reportable segment. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified for consistency with the current year’s presentation. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions about future events that affect the amounts reported in its condensed consolidated financial statements and accompanying notes. Future events and their effects cannot be determined with certainty. On an ongoing basis, management evaluates these estimates and assumptions. Significant estimates and assumptions include: ● valuation allowance with respect to deferred tax assets; ● inventory valuation; ● assumptions used for leases; ● valuation of warrant liabilities; ● a ssumptions associated with revenue recognition; and ● assumptions underlying the fair value used in the calculation of stock-based compensation. The Company bases these estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s condensed consolidated financial statements. |
Inventory, Net | Inventory, Net Inventory is stated at the lower of cost or net realizable value with cost determined using the first-in, first-out method. Inventory primarily consists of raw materials and finished goods of $1,030 and $1,285, respectively, as of September 30, 2023. Materials that may be utilized for either research and development or, alternatively, for commercial purposes, are classified as inventory. Amounts in inventory that are used for research and development purposes are charged to research and development expense when the product enters the research and development process and can no longer be used for commercial purposes and, therefore, does not have an “alternative future use” as defined in authoritative guidance. The Company performs an assessment of the recoverability of capitalized inventory during each reporting period and, if needed, writes down any excess and obsolete inventory to its estimated net realizable value in the period it is identified. As of September 30, 2023, there were no write-downs recorded against inventory. |
Capitalized Software Development Costs | Capitalized Software Development Costs The Company capitalizes certain internal use software development costs related to its SaaS platform incurred during the application development stage when management with the relevant authority authorizes and commits to the funding of the project, it is probable that the project will be completed, and the software will be used as intended. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable that the expenditure will result in additional functionality. Costs related to preliminary project activities and to post-implementation activities are expensed as incurred. Internal use software is amortized on a straight-line basis over its estimated useful life, which is generally two years. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of the assets. Capitalized costs are recorded as Internally developed software in the condensed consolidated balance sheets. There was no Internally developed software recorded in 2022. Amortization expense related to internally developed software was $90 and $136 for the three and nine months ended September 30, 2023, respectively. As of September 30, 2023 amortization expense for the remainder of the year ending December 31, 2023 and $ 2024 |
Revenue Recognition | Revenue Recognition The Company’s revenue is derived from sales of products and services. Product revenue is primarily generated from the sales of instruments protein sequencing and analysis The Company allocates The Company determines the Company estimates The Company considers performance obligation for sales of products is satisfied upon shipment of the goods to the customer in accordance with the shipping terms (either upon shipment or delivery), which is when control of the product is deemed to be transferred; this would include instruments and consumables. Customers generally do not have a right of return, except for defective or damaged products during the warranty period or unless prior written consent is provided. In instances where right of payment or transfer of title is contingent upon the customer’s acceptance of the product, revenue is deferred until all acceptance criteria have been met. Revenues for service maintenance contracts, which start after the first year of purchase and are considered as service type warranties that effectively extend the standard first-year warranty coverage at the customer’s option, are recognized ratably over the contract service period as these services are performed evenly over time. Revenues for proof of concept services and advanced training is recognized upon satisfaction of the underlying performance obligation. The Company typically provides a standard one-year T he Company disaggregates revenue from contracts with customers by type of revenue – products and services. The Company believes that product revenue and service revenue aggregate the payor types by nature, amount, timing and uncertainty of its revenue streams. Total revenue generated from domestic sales for the three and nine months ended September 30, 2023 was $209 and $565, respectively. Total revenue generated from international sales for the three and nine months ended September 30, 2023 was $14 and $117 |
Deferred Revenue | Deferred Revenue De ferred revenue is a contract liability that consists of customer payments received in advance of performance or billings in excess of revenue recognized, net of revenue recognized from the balance at the beginning of the period. Deferred revenue primarily consists of billings and payments received in advance of revenue recognition from service maintenance contracts including software subscription, proof of concept services and advanced training, and is reduced as the revenue recognition criteria are met. Deferred revenue also includes proof of concept services and advanced training provided to customers until the service has been performed. Deferred revenue is classified as current or non-current based on expected revenue recognition timing. Specifically, deferred revenue that will be recognized as revenue within the succeeding 12-month period is recorded as current and is included within Accrued expenses and other current liabilities, and the portion of deferred revenue where revenue is expected to be recognized beyond 12 months from the reporting date is recorded as non-current deferred revenue and is included in Other long-term liabilities in the Company’s condensed consolidated balance sheets. As of September 30, 2023, the Company had deferred revenue amounting to $189, $170 of which is included within Accrued expenses and other current liabilities and $19 is included within Other long-term liabilities in the Company’s condensed consolidated balance sheets. The Company expects to recognize approximately 74% of its remaining performance obligations as revenue for the remainder thereafter The amount of revenue recognized during the three and nine months ended September 30, 2023 that was included in the deferred revenue balance of $73 at December 31, 2022 was $1 and $71, respectively |
Warranty | Warranty The Company provides a free 12-month assurance-type warranty to customers with the initial purchase of a PlatinumTM instrument. The cost of the warranty is accrued upon the initial sale of an instrument in Accrued expenses and other current liabilities on the condensed consolidated balance sheets. |
Shipping and Handling Costs | Shipping and Handling Costs Shipping and handling costs associated with outbound freight after control of a product has transferred to a customer are accounted for as fulfillment costs and are included in Cost of revenue in the condensed consolidated statements of operations and comprehensive loss. Shipping and handling costs billed to customers are considered part of the transaction price and are recognized as revenue with the underlying product sales. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Accounting pronouncements issued but not yet adopted No new accounting pronouncements issued or effective during the three and nine months ended September 30, 2023 had, or are expected to have, a material impact on the Company’s condensed consolidated financial statements. |
ACQUISITION (Tables)
ACQUISITION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
ACQUISITION [Abstract] | |
Purchase Price Allocation for Majelac Technologies LLC | The following table summarizes the final purchase price allocation at the Majelac Closing Date as follows: Purchase Price Allocation Prepaid expenses and other current assets $ 27 Property and equipment, net 906 Goodwill 9,483 Total $ 10,416 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy: Fair Value Measurement Level September 30, 2023: Total Level 1 Level 2 Level 3 Assets: Cash and cash equivalents - Money Market $ 88,354 $ 88,354 $ - $ - Marketable securities 180,803 180,803 - - Total assets at fair value on a recurring basis $ 269,157 $ 269,157 $ - $ - Liabilities: Public Warrants $ 1,035 $ 1,035 $ - $ - Private Warrants 42 - - 42 Total liabilities at fair value on a recurring basis $ 1,077 $ 1,035 $ - $ 42 Fair Value Measurement Level December 31, 2022: Total Level 1 Level 2 Level 3 Assets: Cash and cash equivalents - Money Market $ 83,079 $ 83,079 $ - $ - Marketable securities 266,990 266,990 - - Total assets at fair value on a recurring basis $ 350,069 $ 350,069 $ - $ - Liabilities: Public Warrants $ 958 $ 958 $ - $ - Private Warrants 38 - - 38 Total liabilities at fair value on a recurring basis $ 996 $ 958 $ - $ 38 |
INVESTMENTS IN MARKETABLE SEC_2
INVESTMENTS IN MARKETABLE SECURITIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
INVESTMENTS IN MARKETABLE SECURITIES [Abstract] | |
Unrealized and Realized Gains/(Losses) and Dividend Income on Marketable Securities | Unrealized gains/(losses) related to securities held as of September 30, 2023, realized losses related to securities that were sold during the three and nine months ended September 30, 2023 and dividend income from marketable securities were as follows for the three and nine months ended September 30, 2023 and 2022: Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Unrealized gain (loss) on marketable securities $ 1,953 $ (4,240 ) $ 8,302 $ (20,384 ) Realized loss on marketable securities (1,901 ) (1,348 ) (6,489 ) (2,399 ) Dividend income from marketable securities 2,572 1,381 7,274 3,288 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
PROPERTY AND EQUIPMENT, NET [Abstract] | |
Property and Equipment, Net | Property and equipment, net, are recorded at historical cost and consist of the following: September 30, December 31, Laboratory and production equipment $ 14,880 $ 14,031 Computer equipment 1,736 1,073 Purchased software 188 188 Furniture and fixtures 260 218 Leasehold improvements 6,918 1,308 Construction in process 2,776 6,234 Property and equipment, gross 26,758 23,052 Less: Accumulated depreciation and amortization (9,152 ) (6,203 ) Property and equipment, net $ 17,606 $ 16,849 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following: September 30, December 31, Employee compensation and benefits $ 3,191 $ 5,548 Contracted services 2,325 3,616 Restructuring costs 551 - Business acquisition costs and contingencies - 343 Legal fees 997 839 Other 364 88 Total accrued expenses and other current liabilities $ 7,428 $ 10,434 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
LEASES [Abstract] | |
Lease-Related Costs | Lease-related costs for the three and nine months ended September 30, 2023 and 2022 are as follows: Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Operating lease cost $ 864 $ 819 $ 2,613 $ 2,352 Variable lease cost 545 321 1,226 922 Total lease cost $ 1,409 $ 1,140 $ 3,839 $ 3,274 |
Other Information Related to Leases | Other information related to operating leases as of September 30, 2023 and December 31, 2022 is as follows: September 30, December 31, 2023 2022 Weighted-average remaining lease term (years) 6.6 7.3 Weighted-average discount rate 7.9 % 7.9 % The following table provides certain cash flow and supplemental cash flow information related to the Company’s lease liabilities for the nine months ended September 30, 2023 and 2022: Nine months ended September 30, 2023 2022 Operating cash paid to settle operating lease liabilities $ 3,201 $ 1,362 Right-of-use assets obtained in exchange for lease liabilities $ 83 $ 9,466 |
Future Minimum Lease Payments Under Non-Cancellable Leases | Future minimum lease payments under non-cancellable leases as of September 30, 2023 are as follows: Operating Leases Remainder of 2023 $ 1,097 2024 4,436 2025 4,527 2026 4,585 2027 4,549 Thereafter 13,027 Total undiscounted lease payments $ 32,221 Less: Imputed interest 7,666 Less: Lease incentives (1) 9,104 Total lease liabilities $ 15,451 (1) Includes lease incentives that may be realized in 2023 for the costs of leasehold improvements. |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
STOCKHOLDERS' EQUITY [Abstract] | |
Stock Option Activity | A summary of the stock option activity is presented in the table below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2022 19,427,755 $ 3.69 8.68 $ 378 Granted 10,138,730 1.79 Exercised (127,799 ) 2.79 Forfeited (5,816,858 ) 3.76 Outstanding at September 30, 2023 23,621,828 $ 2.86 8.46 $ 1,129 Options exercisable at September 30, 2023 6,311,402 $ 3.98 6.38 $ 286 Vested and expected to vest at September 30, 2023 19,261,890 $ 2.96 8.29 $ 916 |
RSU Activity | A summary of the RSU activity is presented in the table below: Number of Shares Underlying RSUs Weighted Average Grant-Date Fair Value Outstanding non-vested RSUs at December 31, 2022 2,018,449 $ 8.41 Granted 491,320 1.76 Vested (1,655,978 ) 8.56 Forfeited (213,117 ) 7.09 Outstanding non-vested RSUs at September 30, 2023 640,674 $ 3.39 |
Stock-Based Compensation | The Company’s stock-based compensation is allocated to the following operating expense categories as follows: Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Research and development $ 479 $ 1,114 $ 2,531 $ 3,460 Selling, general and administrative 662 2,929 4,383 3,639 Total stock-based compensation $ 1,141 $ 4,043 $ 6,914 $ 7,099 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
NET LOSS PER SHARE [Abstract] | |
Basic and Diluted Net Loss Per Share | The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock: Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Numerator Net loss $ (24,728 ) $ (31,713 ) $ (73,912 ) $ (99,302 ) Numerator for basic and diluted EPS - loss attributable to common stockholders $ (24,728 ) $ (31,713 ) $ (73,912 ) $ (99,302 ) Denominator Common stock 141,660,018 139,542,660 141,154,110 139,057,663 Denominator for basic and diluted EPS - weighted-average common stock 141,660,018 139,542,660 141,154,110 139,057,663 Basic and diluted net loss per share $ (0.17 ) $ (0.23 ) $ (0.52 ) $ (0.71 ) |
Anti-Dilutive Common Equivalent Shares | Anti-dilutive common equivalent shares were as follows: September 30, 2023 2022 Outstanding options to purchase common stock 23,621,828 12,245,302 Outstanding restricted stock units 640,674 2,084,710 Outstanding warrants 3,968,319 3,968,319 28,230,821 18,298,331 |
RESTRUCTURING (Tables)
RESTRUCTURING (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
RESTRUCTURING [Abstract] | |
Restructuring Costs | The Company’s restructuring costs, primarily for cash severance costs and other severance benefits, are allocated to the following operating expense categories as follows: Three months ended Nine months ended September 30, 2023 September 30, 2023 Research and development $ 1,602 $ 2,738 Selling, general and administrative 649 1,393 Total restructuring costs $ 2,251 $ 4,131 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Inventory, Net [Abstract] | |||||
Raw materials | $ 1,030 | $ 1,030 | |||
Finished goods | $ 1,285 | 1,285 | |||
Write-downs | $ 0 | ||||
Capitalized Software Development Costs [Abstract] | |||||
Estimated useful life | 2 years | 2 years | |||
Internally developed software | $ 627 | $ 0 | $ 627 | $ 0 | $ 0 |
Amortization expense related to internally developed software | 90 | 136 | |||
Amortization expense, remainder of year ended December 31, 2023 | 95 | 95 | |||
Amortization expense, year ended December 31, 2024 | 382 | 382 | |||
Amortization expense, year ended December 31, 2025 | 150 | 150 | |||
Revenue Recognition [Abstract] | |||||
Revenue | 223 | $ 0 | 682 | $ 0 | |
Deferred Revenue [Abstract] | |||||
Deferred revenue | 189 | 189 | $ 73 | ||
Revenue recognized that was included in balance of deferred revenue | 1 | $ 71 | |||
Warranty [Abstract] | |||||
Warranty period | 12 months | ||||
Accrued Expenses and Other Current Liabilities [Member] | |||||
Deferred Revenue [Abstract] | |||||
Deferred revenue | 170 | $ 170 | |||
Other Long-Term Liabilities [Member] | |||||
Deferred Revenue [Abstract] | |||||
Deferred revenue | $ 19 | $ 19 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | |||||
Transaction Price Allocated to Remaining Performance Obligations [Abstract] | |||||
Remaining performance obligation, percentage to be recognized | 74% | 74% | |||
Remaining performance obligation, expected timing of satisfaction | 3 months | 3 months | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |||||
Transaction Price Allocated to Remaining Performance Obligations [Abstract] | |||||
Remaining performance obligation, percentage to be recognized | 26% | 26% | |||
Remaining performance obligation, expected timing of satisfaction | |||||
Domestic [Member] | |||||
Revenue Recognition [Abstract] | |||||
Revenue | $ 209 | $ 565 | |||
International [Member] | |||||
Revenue Recognition [Abstract] | |||||
Revenue | $ 14 | $ 117 |
ACQUISITION (Details)
ACQUISITION (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
May 04, 2022 USD ($) Milestone | Nov. 05, 2021 USD ($) Milestone shares | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | |
Acquisition [Abstract] | |||||||
Payment of additional purchase price consideration | $ 0 | $ 500 | |||||
Payment of additional milestone-based consideration for first of two milestones | 0 | 348 | |||||
Gain on contingent consideration | $ (400) | 141 | |||||
Majelac [Member] | |||||||
Acquisition [Abstract] | |||||||
Cash paid for acquisition | $ 900 | $ 4,632 | |||||
Reimbursement for certain recently purchased equipment | $ 132 | ||||||
Shares issued (in shares) | shares | 535,715 | ||||||
Shares issued | $ 4,232 | ||||||
Additional shares to be issued to satisfy unresolved claims for indemnification (in shares) | shares | 59,523 | ||||||
Additional shares to be issued to satisfy unresolved claims for indemnification | $ 471 | ||||||
Period to issue additional shares after Closing Date | 12 months | ||||||
Legal fees assumed | 50 | ||||||
Cash held back | 500 | ||||||
Period to hold cash back | 6 months | ||||||
Additional milestone-based consideration | 800 | ||||||
Fair value of additional milestone-based consideration | 531 | ||||||
Payment of additional purchase price consideration | 500 | ||||||
Payment of additional milestone-based consideration for first of two milestones | $ 400 | ||||||
Fair value of additional milestone-based consideration for first of two milestones | $ 348 | ||||||
Number of milestones met | Milestone | 1 | ||||||
Number of milestones to be met | Milestone | 2 | ||||||
Purchase Price Allocation [Abstract] | |||||||
Prepaid expenses and other current assets | $ 27 | ||||||
Property and equipment, net | 906 | ||||||
Goodwill | 9,483 | ||||||
Total | $ 10,416 | ||||||
Amortization period for goodwill for tax purposes | 15 years | ||||||
Goodwill impairment | $ 9,483 | ||||||
Acquisition-related costs | $ 0 | $ 0 | $ 0 | $ 26 | |||
Majelac [Member] | Other Income (Expense), Net [Member] | |||||||
Acquisition [Abstract] | |||||||
Gain on contingent consideration | $ 0 | $ (400) |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 shares | Dec. 31, 2022 USD ($) $ / shares | Sep. 09, 2020 shares | |
Warrants [Abstract] | ||||||
Number of warrants issued per unit issued during IPO (in shares) | shares | 0.33 | |||||
Assets [Abstract] | ||||||
Marketable securities | $ 180,803 | $ 180,803 | $ 266,990 | |||
Liabilities [Abstract] | ||||||
Warrants | 1,077 | 1,077 | 996 | |||
Recurring [Member] | ||||||
Assets [Abstract] | ||||||
Cash and cash equivalents - Money Market | 88,354 | 88,354 | 83,079 | |||
Marketable securities | 180,803 | 180,803 | 266,990 | |||
Total assets | 269,157 | 269,157 | 350,069 | |||
Liabilities [Abstract] | ||||||
Total liabilities | 1,077 | 1,077 | 996 | |||
Recurring [Member] | Level 1 [Member] | ||||||
Assets [Abstract] | ||||||
Cash and cash equivalents - Money Market | 88,354 | 88,354 | 83,079 | |||
Marketable securities | 180,803 | 180,803 | 266,990 | |||
Total assets | 269,157 | 269,157 | 350,069 | |||
Liabilities [Abstract] | ||||||
Total liabilities | 1,035 | 1,035 | 958 | |||
Recurring [Member] | Level 2 [Member] | ||||||
Assets [Abstract] | ||||||
Cash and cash equivalents - Money Market | 0 | 0 | 0 | |||
Marketable securities | 0 | 0 | 0 | |||
Total assets | 0 | 0 | 0 | |||
Liabilities [Abstract] | ||||||
Total liabilities | 0 | 0 | 0 | |||
Recurring [Member] | Level 3 [Member] | ||||||
Assets [Abstract] | ||||||
Cash and cash equivalents - Money Market | 0 | 0 | 0 | |||
Marketable securities | 0 | 0 | 0 | |||
Total assets | 0 | 0 | 0 | |||
Liabilities [Abstract] | ||||||
Total liabilities | $ 42 | $ 42 | 38 | |||
Public Warrants [Member] | ||||||
Warrants [Abstract] | ||||||
Warrants exercised (in shares) | shares | 0 | 0 | 0 | 0 | ||
Warrants redeemed (in shares) | shares | 0 | 0 | 0 | 0 | ||
Public Warrants [Member] | Recurring [Member] | ||||||
Liabilities [Abstract] | ||||||
Warrants | $ 1,035 | $ 1,035 | 958 | |||
Public Warrants [Member] | Recurring [Member] | Level 1 [Member] | ||||||
Liabilities [Abstract] | ||||||
Warrants | 1,035 | 1,035 | 958 | |||
Public Warrants [Member] | Recurring [Member] | Level 2 [Member] | ||||||
Liabilities [Abstract] | ||||||
Warrants | 0 | 0 | 0 | |||
Public Warrants [Member] | Recurring [Member] | Level 3 [Member] | ||||||
Liabilities [Abstract] | ||||||
Warrants | $ 0 | $ 0 | 0 | |||
Private Warrants [Member] | ||||||
Warrants [Abstract] | ||||||
Warrants exercised (in shares) | shares | 0 | 0 | 0 | 0 | ||
Warrants redeemed (in shares) | shares | 0 | 0 | 0 | 0 | ||
Private Warrants [Member] | Recurring [Member] | ||||||
Liabilities [Abstract] | ||||||
Warrants | $ 42 | $ 42 | 38 | |||
Private Warrants [Member] | Recurring [Member] | Level 1 [Member] | ||||||
Liabilities [Abstract] | ||||||
Warrants | 0 | 0 | 0 | |||
Private Warrants [Member] | Recurring [Member] | Level 2 [Member] | ||||||
Liabilities [Abstract] | ||||||
Warrants | 0 | 0 | 0 | |||
Private Warrants [Member] | Recurring [Member] | Level 3 [Member] | ||||||
Liabilities [Abstract] | ||||||
Warrants | $ 42 | $ 42 | $ 38 | |||
Private Warrants [Member] | Warrants [Member] | Volatility [Member] | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants measurement input | 0.937 | 0.937 | 0.751 | |||
Private Warrants [Member] | Warrants [Member] | Risk-Free Interest Rate [Member] | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants measurement input | 0.048 | 0.048 | 0.041 | |||
Private Warrants [Member] | Warrants [Member] | Strike Price [Member] | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants measurement input | $ / shares | 11.5 | 11.5 | 11.5 | |||
Private Warrants [Member] | Warrants [Member] | Share Price [Member] | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants measurement input | $ / shares | 1.66 | 1.66 | 1.83 | |||
Private Warrants [Member] | Warrants [Member] | Expected Life [Member] | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Term of warrants | 2 years 8 months 12 days | 2 years 8 months 12 days | 3 years 4 months 24 days |
INVESTMENTS IN MARKETABLE SEC_3
INVESTMENTS IN MARKETABLE SECURITIES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
INVESTMENTS IN MARKETABLE SECURITIES [Abstract] | ||||
Unrealized gain (loss) on marketable securities | $ 1,953 | $ (4,240) | $ 8,302 | $ (20,384) |
Realized loss on marketable securities | (1,901) | (1,348) | (6,489) | (2,399) |
Dividend income from marketable securities | $ 2,572 | $ 1,381 | $ 7,274 | $ 3,288 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Property and Equipment, Net [Abstract] | |||||
Property and equipment | $ 26,758 | $ 26,758 | $ 23,052 | ||
Less: Accumulated depreciation and amortization | (9,152) | (9,152) | (6,203) | ||
Property and equipment, net | 17,606 | 17,606 | 16,849 | ||
Depreciation and amortization expense | 1,080 | $ 729 | 2,927 | $ 1,789 | |
Impairments | 0 | $ 0 | 0 | $ 0 | |
Laboratory and Production Equipment [Member] | |||||
Property and Equipment, Net [Abstract] | |||||
Property and equipment | 14,880 | 14,880 | 14,031 | ||
Computer Equipment [Member] | |||||
Property and Equipment, Net [Abstract] | |||||
Property and equipment | 1,736 | 1,736 | 1,073 | ||
Purchased Software [Member] | |||||
Property and Equipment, Net [Abstract] | |||||
Property and equipment | 188 | 188 | 188 | ||
Furniture and Fixtures [Member] | |||||
Property and Equipment, Net [Abstract] | |||||
Property and equipment | 260 | 260 | 218 | ||
Leasehold Improvements [Member] | |||||
Property and Equipment, Net [Abstract] | |||||
Property and equipment | 6,918 | 6,918 | 1,308 | ||
Construction in Process [Member] | |||||
Property and Equipment, Net [Abstract] | |||||
Property and equipment | $ 2,776 | $ 2,776 | $ 6,234 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accounts Expenses and Other Current Liabilities [Abstract] | ||
Employee compensation and benefits | $ 3,191 | $ 5,548 |
Contracted services | 2,325 | 3,616 |
Restructuring costs | 551 | 0 |
Business acquisition costs and contingencies | 0 | 343 |
Legal fees | 997 | 839 |
Other | 364 | 88 |
Total accrued expenses and other current liabilities | $ 7,428 | $ 10,434 |
LEASES, Lease Terms (Details)
LEASES, Lease Terms (Details) | Sep. 30, 2023 |
Minimum [Member] | |
Operating Lease, Description [Abstract] | |
Lease term | 2 years |
Renewal term | 1 year |
Maximum [Member] | |
Operating Lease, Description [Abstract] | |
Lease term | 10 years |
Renewal term | 10 years |
LEASES, Lease-Related Costs (De
LEASES, Lease-Related Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Lease-Related Costs [Abstract] | ||||
Operating lease cost | $ 864 | $ 819 | $ 2,613 | $ 2,352 |
Variable lease cost | 545 | 321 | 1,226 | 922 |
Total lease cost | $ 1,409 | $ 1,140 | $ 3,839 | $ 3,274 |
LEASES, Other Information Relat
LEASES, Other Information Related to Operating Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Weighted Average Remaining Term and Discount Rate [Abstract] | |||
Weighted-average remaining lease term | 6 years 7 months 6 days | 7 years 3 months 18 days | |
Weighted-average discount rate | 7.90% | 7.90% | |
Cash Flow and Supplemental Noncash Information [Abstract] | |||
Operating cash paid to settle operating lease liabilities | $ 3,201 | $ 1,362 | |
Right-of-use assets obtained in exchange for lease liabilities | $ 83 | $ 9,466 |
LEASES, Future Minimum Lease Pa
LEASES, Future Minimum Lease Payments Under Non-Cancellable Leases (Details) $ in Thousands | Sep. 30, 2023 USD ($) | |
Future Minimum Lease Payments [Abstract] | ||
Remainder of 2023 | $ 1,097 | |
2024 | 4,436 | |
2025 | 4,527 | |
2026 | 4,585 | |
2027 | 4,549 | |
Thereafter | 13,027 | |
Total undiscounted lease payments | 32,221 | |
Less: Imputed interest | 7,666 | |
Less: Lease incentives | 9,104 | [1] |
Total lease liabilities | $ 15,451 | |
[1]Includes lease incentives that may be realized in 2023 for the costs of leasehold improvements. |
LEASES, New Haven, Connecticut
LEASES, New Haven, Connecticut (Details) $ in Thousands | Sep. 30, 2023 USD ($) ft² | |
Leases [Abstract] | ||
Lease incentives | $ 9,104 | [1] |
Space Located in New Haven, Connecticut [Member] | ||
Leases [Abstract] | ||
Lease term | 10 years | |
Area of leased space | ft² | 67,000 | |
Lease incentives | $ 9,104 | |
Leasehold improvements | $ 1,100 | |
[1]Includes lease incentives that may be realized in 2023 for the costs of leasehold improvements. |
STOCKHOLDERS' EQUITY, At-the-ma
STOCKHOLDERS' EQUITY, At-the-market Equity Offering Program (Details) - Class A Common Stock [Member] - USD ($) $ in Millions | 2 Months Ended | |
Sep. 30, 2023 | Aug. 31, 2023 | |
At-the-market Equity Offering Program [Abstract] | ||
Shares issued or sold under ATM Offering (in shares) | 0 | |
Maximum [Member] | ||
At-the-market Equity Offering Program [Abstract] | ||
Common stock that can be sold in ATM offerings | $ 75 | |
Percentage of gross proceeds from sales of shares paid as compensation | 3% |
STOCKHOLDERS' EQUITY, Equity In
STOCKHOLDERS' EQUITY, Equity Incentive Plan (Details) - shares | Nov. 09, 2022 | Sep. 30, 2023 | May 08, 2023 | Dec. 31, 2022 |
2021 Plan [Member] | ||||
Equity Incentive Plan [Abstract] | ||||
Shares available for issuance (in shares) | 13,071,147 | 9,133,702 | ||
2023 Inducement Plan [Member] | ||||
Equity Incentive Plan [Abstract] | ||||
Shares available for issuance (in shares) | 60,250 | |||
Common stock reserved for issuance (in shares) | 3,000,000 | |||
Awarded November 9, 2022 [Member] | ||||
Equity Incentive Plan [Abstract] | ||||
Granted (in shares) | 2,780,000 |
STOCKHOLDERS' EQUITY, Stock Opt
STOCKHOLDERS' EQUITY, Stock Options (Details) - Stock Options [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Stock Options [Abstract] | |||||
Stock-based compensation | $ 1,133 | $ 1,868 | $ 5,728 | $ 5,169 | |
Number of Options [Roll Forward] | |||||
Outstanding, beginning balance (in shares) | 19,427,755 | ||||
Granted (in shares) | 10,138,730 | ||||
Exercised (in shares) | (127,799) | ||||
Forfeited (in shares) | (5,816,858) | ||||
Outstanding, ending balance (in shares) | 23,621,828 | 23,621,828 | 19,427,755 | ||
Options exercisable (in shares) | 6,311,402 | 6,311,402 | |||
Vested and expected to vest (in shares) | 19,261,890 | 19,261,890 | |||
Weighted Average Exercise Price [Roll Forward] | |||||
Outstanding, beginning balance (in dollars per share) | $ 3.69 | ||||
Granted (in dollars per share) | 1.79 | ||||
Exercised (in dollars per share) | 2.79 | ||||
Forfeited (in dollars per share) | 3.76 | ||||
Outstanding, ending balance (in dollars per share) | $ 2.86 | 2.86 | $ 3.69 | ||
Options exercisable (in dollars per share) | 3.98 | 3.98 | |||
Vested and expected to vest (in dollars per share) | $ 2.96 | $ 2.96 | |||
Weighted Average Remaining Contractual Term and Aggregate Intrinsic Value [Abstract] | |||||
Weighted average remaining contractual term, outstanding | 8 years 5 months 15 days | 8 years 8 months 4 days | |||
Weighted average remaining contractual term, options exercisable | 6 years 4 months 17 days | ||||
Weighted average remaining contractual term, vested and expected to vest | 8 years 3 months 14 days | ||||
Aggregate intrinsic value, outstanding, beginning balance | $ 378 | ||||
Aggregate intrinsic value, outstanding, ending balance | $ 1,129 | 1,129 | $ 378 | ||
Aggregate intrinsic value, options exercisable | 286 | 286 | |||
Aggregate intrinsic value, vested and expected to vest | $ 916 | $ 916 |
STOCKHOLDERS' EQUITY, Restricte
STOCKHOLDERS' EQUITY, Restricted Stock Units (Details) - RSU Awards [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Restricted Stock Units [Abstract] | ||||
Stock-based compensation | $ 8 | $ 2,175 | $ 1,186 | $ 1,930 |
Number of Shares Underlying RSUs [Roll Forward] | ||||
Outstanding non-vested RSUs, beginning balance (in shares) | 2,018,449 | |||
Granted (in shares) | 491,320 | |||
Vested (in shares) | (1,655,978) | |||
Forfeited (in shares) | (213,117) | |||
Outstanding non-vested RSUs, ending balance (in shares) | 640,674 | 640,674 | ||
Weighted Average Grant-Date Fair Value [Abstract] | ||||
Outstanding non-vested RSUs, beginning balance (in dollars per share) | $ 8.41 | |||
Granted (in dollars per share) | 1.76 | |||
Vested (in dollars per share) | 8.56 | |||
Forfeited (in dollars per share) | 7.09 | |||
Outstanding non-vested RSUs, ending balance (in dollars per share) | $ 3.39 | $ 3.39 |
STOCKHOLDERS' EQUITY, Stock-Bas
STOCKHOLDERS' EQUITY, Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Stock-Based Compensation [Abstract] | ||||
Stock-based compensation | $ 1,141 | $ 4,043 | $ 6,914 | $ 7,099 |
Research and Development [Member] | ||||
Stock-Based Compensation [Abstract] | ||||
Stock-based compensation | 479 | 1,114 | 2,531 | 3,460 |
Selling, General and Administrative [Member] | ||||
Stock-Based Compensation [Abstract] | ||||
Stock-based compensation | $ 662 | $ 2,929 | $ 4,383 | $ 3,639 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator [Abstract] | ||||||||
Net loss | $ (24,728) | $ (25,573) | $ (23,611) | $ (31,713) | $ (32,414) | $ (35,175) | $ (73,912) | $ (99,302) |
Numerator for basic EPS - loss attributable to common stockholders | (24,728) | (31,713) | (73,912) | (99,302) | ||||
Numerator for diluted EPS - loss attributable to common stockholders | $ (24,728) | $ (31,713) | $ (73,912) | $ (99,302) | ||||
Denominator [Abstract] | ||||||||
Common stock (in shares) | 141,660,018 | 139,542,660 | 141,154,110 | 139,057,663 | ||||
Denominator for basic EPS - weighted-average common stock (in shares) | 141,660,018 | 139,542,660 | 141,154,110 | 139,057,663 | ||||
Denominator for diluted EPS - weighted-average common stock (in shares) | 141,660,018 | 139,542,660 | 141,154,110 | 139,057,663 | ||||
Basic net loss per share (in dollars per share) | $ (0.17) | $ (0.23) | $ (0.52) | $ (0.71) | ||||
Diluted net loss per share (in dollars per share) | $ (0.17) | $ (0.23) | $ (0.52) | $ (0.71) | ||||
Net Loss per Share [Abstract] | ||||||||
Anti-dilutive common equivalent shares (in shares) | 28,230,821 | 18,298,331 | ||||||
Outstanding Options to Purchase Common Stock [Member] | ||||||||
Net Loss per Share [Abstract] | ||||||||
Anti-dilutive common equivalent shares (in shares) | 23,621,828 | 12,245,302 | ||||||
Outstanding Restricted Stock Units [Member] | ||||||||
Net Loss per Share [Abstract] | ||||||||
Anti-dilutive common equivalent shares (in shares) | 640,674 | 2,084,710 | ||||||
Outstanding Warrants [Member] | ||||||||
Net Loss per Share [Abstract] | ||||||||
Anti-dilutive common equivalent shares (in shares) | 3,968,319 | 3,968,319 |
WARRANT LIABILITIES (Details)
WARRANT LIABILITIES (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Warrants [Abstract] | |||||
Fair value of warrant liabilities | $ 1,077 | $ 1,077 | $ 996 | ||
Change in fair value of warrant liabilities | $ (162) | $ 137 | $ (81) | $ 5,121 | |
Public Warrants [Member] | |||||
Warrants [Abstract] | |||||
Warrants outstanding (in shares) | 3,833,319 | 3,833,319 | 3,833,319 | ||
Number of shares of Class A common stock to be issued upon exercise of warrant (in shares) | 1 | 1 | 1 | ||
Exercise price of warrant (in dollars per share) | $ 11.5 | $ 11.5 | $ 11.5 | ||
Warrant redemption price (in dollars per share) | 0.01 | $ 0.01 | |||
Notice period to redeem warrants | 30 days | ||||
Share price (in dollars per share) | $ 18 | $ 18 | |||
Threshold trading days | 20 days | ||||
Threshold consecutive trading days | 30 days | ||||
Period prior to notice of redemption | 3 days | ||||
Trading day period to calculate fair market value over exercise price of warrants | 10 days | ||||
Beneficial ownership percentage | 50% | ||||
Warrants exercised (in shares) | 0 | 0 | 0 | 0 | |
Warrants redeemed (in shares) | 0 | 0 | 0 | 0 | |
Private Warrants [Member] | |||||
Warrants [Abstract] | |||||
Warrants outstanding (in shares) | 135,000 | 135,000 | 135,000 | ||
Warrant redemption price (in dollars per share) | $ 0.01 | $ 0.01 | |||
Limitation period to transfer, assign or sell warrants | 30 days | ||||
Warrants exercised (in shares) | 0 | 0 | 0 | 0 | |
Warrants redeemed (in shares) | 0 | 0 | 0 | 0 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
INCOME TAXES [Abstract] | ||||
Estimated annual effective tax rate | 0% | 0% | 0% | 0% |
Federal statutory rate | 21% | 21% | 21% | 21% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Related Party [Member] | 4C [Member] | Monthly Services Under Amended and Restated Technology Services Agreement [Member] | ||||||
Related Party Transactions [Abstract] | ||||||
Operating expenses | $ 65 | $ 149 | $ 323 | $ 517 | ||
Related Party [Member] | 4C [Member] | Monthly Services Under Amended and Restated Technology Services Agreement [Member] | Accrued Expenses and Other Current Liabilities [Member] | ||||||
Related Party Transactions [Abstract] | ||||||
Due to related parties | 20 | 20 | $ 70 | |||
Related Party [Member] | 4C [Member] | Monthly Services Under Amended and Restated Technology Services Agreement [Member] | Prepaid Expenses and Other Current Assets [Member] | ||||||
Related Party Transactions [Abstract] | ||||||
Due from related parties | 0 | 0 | 37 | |||
Related Party [Member] | 4C [Member] | Month-to-Month Sublease Arrangements for Office and Laboratory Spaces [Member] | ||||||
Related Party Transactions [Abstract] | ||||||
Operating expenses | 24 | 44 | 72 | 141 | ||
Related Party [Member] | Other Companies Controlled by Rothberg Family [Member] | Services Provided to Participant Companies Under ARTSA [Member] | ||||||
Related Party Transactions [Abstract] | ||||||
Due from related parties | 0 | 0 | 0 | |||
Related Party [Member] | PEI [Member] | Collaboration [Member] | ||||||
Related Party Transactions [Abstract] | ||||||
Amount of transaction with related party | 1,135 | |||||
Related Party [Member] | PEI [Member] | New Collaboration [Member] | ||||||
Related Party Transactions [Abstract] | ||||||
Operating expenses | 47 | 172 | ||||
Related Party [Member] | PEI [Member] | New Collaboration [Member] | Prepaid Expenses and Other Current Assets [Member] | ||||||
Related Party Transactions [Abstract] | ||||||
Due from related parties | 217 | 217 | $ 45 | |||
Building Owner [Member] | Leasing of Office and Laboratory Space [Member] | ||||||
Related Party Transactions [Abstract] | ||||||
Amount of transaction with related party | 0 | 80 | 156 | 241 | ||
Dr. Rothberg [Member] | 2021 Plan [Member] | ||||||
Related Party Transactions [Abstract] | ||||||
Number of shares that can be purchased with option granted (in shares) | 250,000 | |||||
Dr. Rothberg [Member] | Executive Chairman Agreement [Member] | ||||||
Related Party Transactions [Abstract] | ||||||
Amount of transaction with related party | $ 27 | $ 113 | $ 87 | $ 341 |
RESTRUCTURING (Details)
RESTRUCTURING (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Restructuring [Abstract] | |||
Restructuring liability | $ 551 | $ 551 | $ 0 |
Restructuring costs | 2,251 | 4,131 | |
Accrued Expenses and Other Current Liabilities [Member] | |||
Restructuring [Abstract] | |||
Restructuring liability | 551 | 551 | |
Research and Development [Member] | |||
Restructuring [Abstract] | |||
Restructuring costs | 1,602 | 2,738 | |
Selling, General and Administrative [Member] | |||
Restructuring [Abstract] | |||
Restructuring costs | $ 649 | $ 1,393 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Other Commitments [Abstract] | ||||
Employer matching contributions to 401(k) plan | $ 0 | $ 0 | $ 0 | $ 0 |
Licenses Related to Certain Intellectual Property [Member] | ||||
Licenses Related to Certain Intellectual Property [Abstract] | ||||
Annual minimum fixed payments | 210 | 210 | ||
Licenses Related to Certain Intellectual Property [Member] | Accrued Expenses and Other Current Liabilities [Member] | ||||
Licenses Related to Certain Intellectual Property [Abstract] | ||||
Accrued payments | $ 155 | $ 155 |