Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 12, 2023 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-39813 | |
Entity Registrant Name | TRISALUS LIFE SCIENCES, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-3009869 | |
Entity Address, Address Line One | 6272 W 91st Ave | |
Entity Address, City or Town | Westminster | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80031 | |
City Area Code | 303 | |
Local Phone Number | 426-1222 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 26,316,681 | |
Entity Central Index Key | 0001826667 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Common stock, $0.0001 par value | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common stock, $0.0001 par value | |
Trading Symbol | TLSI | |
Security Exchange Name | NASDAQ | |
Warrants | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of registrant's common stock at an exercise price of $11.50 per share | |
Trading Symbol | TLSIW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 21,383 | $ 9,414 |
Accounts receivable | 3,052 | 1,557 |
Inventory, net | 1,629 | 1,471 |
Prepaid expenses | 2,977 | 4,772 |
Total current assets | 29,041 | 17,214 |
Property and equipment, net | 1,897 | 2,231 |
Right-of-use assets | 1,252 | 1,381 |
Intangible assets, net | 997 | 802 |
Other assets | 367 | 367 |
Total assets | 33,554 | 21,995 |
Current liabilities: | ||
Trade payables | 1,899 | 4,947 |
Accrued liabilities | 6,600 | 6,377 |
Short-term lease liabilities | 379 | 370 |
Other current liabilities | 427 | 142 |
Total current liabilities | 9,305 | 32,357 |
Long-term lease liabilities | 1,318 | 1,593 |
Total liabilities | 25,067 | 34,319 |
Commitments and contingencies | ||
Convertible preferred stock | 164,006 | |
Stockholders’ equity (deficit): | ||
Preferred stock, Series A, $0.0001 par value per share, $10.00 liquidation value per share. Authorized 10,000,000 and 0 shares at September 30, 2023, and December 31, 2022, respectively; issued and outstanding, 4,015,002 and 0 shares at September 30, 2023, and December 31, 2022, respectively | 1 | |
Common stock, $0.0001 par value per share. Authorized 400,000,000 and 30,898,162 shares at September 30, 2023, and December 31, 2022, respectively; issued and outstanding, 26,316,681 and 347,926 shares at September 30, 2023, and December 31, 2022, respectively | 2 | 0 |
Additional paid-in capital | 221,351 | 10,028 |
Accumulated deficit | (212,867) | (186,358) |
Total stockholders’ equity (deficit) | 8,487 | (176,330) |
Total liabilities and stockholders’ equity (deficit) | 33,554 | 21,995 |
Series B-2 tranche liabilities | ||
Current liabilities: | ||
Derivative liability, current | 4,702 | |
Series B-3 Warrant liabilities | ||
Current liabilities: | ||
Derivative liability, current | 15,819 | |
Contingent earnout liability | ||
Current liabilities: | ||
Derivative liability, noncurrent | 9,023 | |
Warrant liability | ||
Current liabilities: | ||
Derivative liability, noncurrent | $ 5,421 | $ 369 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue | $ 5,193 | $ 3,923 | $ 12,790 | $ 9,172 |
Cost of goods sold | 589 | 701 | 2,023 | 1,442 |
Gross profit | 4,604 | 3,222 | 10,767 | 7,730 |
Operating expenses: | ||||
Research and development | 9,367 | 4,808 | 21,871 | 15,091 |
Sales and marketing | 4,689 | 3,030 | 11,430 | 8,881 |
General and administrative | 9,025 | 3,495 | 17,498 | 8,425 |
Loss from operations | (18,477) | (8,111) | (40,032) | (24,667) |
Interest income | 116 | 49 | 187 | 75 |
Interest expense | (4) | 0 | (13) | 0 |
Loss on equity issuance | 0 | 0 | (4,171) | 0 |
Other expense, net | (13) | (31) | (56) | (71) |
Loss before income taxes | (1,286) | (8,093) | (23,521) | (24,642) |
Income tax expense | 0 | 0 | 8 | 3 |
Net loss available to common stockholders | (1,286) | (8,093) | (23,529) | (24,645) |
Deemed dividend related to Series B-2 preferred stock down round provision | 0 | 0 | (2,981) | 0 |
Undeclared dividends on Series A preferred stock | (458) | 0 | (458) | 0 |
Net loss attributable to common stockholders | $ (1,744) | $ (8,093) | $ (26,968) | $ (24,645) |
Net loss per share, basic (in dollars per share) | $ (0.13) | $ (25.95) | $ (5.68) | $ (82.17) |
Net loss per share, diluted (in dollars per share) | $ (0.13) | $ (25.95) | $ (5.68) | $ (82.17) |
Weighted average common shares outstanding, basic (in shares) | 13,173,422 | 311,823 | 4,749,849 | 299,936 |
Weighted average common shares outstanding, diluted (in shares) | 13,173,422 | 311,823 | 4,749,849 | 299,936 |
Tranche and warrant liability | ||||
Operating expenses: | ||||
Gain (loss) on derivatives | $ (2,812) | $ 0 | $ 660 | $ 21 |
Contingent earnout liability | ||||
Operating expenses: | ||||
Gain (loss) on derivatives | $ 19,904 | $ 0 | $ 19,904 | $ 0 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Preferred stock | Common stock | Additional paid-in capital | Accumulated deficit |
Balance, beginning of period at Dec. 31, 2021 | $ (129,604) | $ 0 | $ 6,738 | $ (136,342) | |
Balances, beginning of period (in shares) at Dec. 31, 2021 | 264,978 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of options (in shares) | 33,747 | ||||
Exercise of options | 61 | 61 | |||
Stock-based compensation | 62 | 62 | |||
Net loss | (7,873) | (7,873) | |||
Balance, end of period at Mar. 31, 2022 | (137,354) | $ 0 | 6,861 | (144,215) | |
Balances, end of period (in shares) at Mar. 31, 2022 | 298,725 | ||||
Balance, beginning of period at Dec. 31, 2021 | (129,604) | $ 0 | 6,738 | (136,342) | |
Balances, beginning of period (in shares) at Dec. 31, 2021 | 264,978 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (24,645) | ||||
Balance, end of period at Sep. 30, 2022 | (153,925) | $ 0 | 7,062 | (160,987) | |
Balances, end of period (in shares) at Sep. 30, 2022 | 320,245 | ||||
Balance, beginning of period at Mar. 31, 2022 | (137,354) | $ 0 | 6,861 | (144,215) | |
Balances, beginning of period (in shares) at Mar. 31, 2022 | 298,725 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of options (in shares) | 9,393 | ||||
Exercise of options | 5 | 5 | |||
Stock-based compensation | 70 | 70 | |||
Net loss | (8,679) | (8,679) | |||
Balance, end of period at Jun. 30, 2022 | (145,958) | $ 0 | 6,936 | (152,894) | |
Balances, end of period (in shares) at Jun. 30, 2022 | 308,118 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of options (in shares) | 12,128 | ||||
Exercise of options | 7 | 7 | |||
Stock-based compensation | 119 | 119 | |||
Net loss | (8,093) | (8,093) | |||
Balance, end of period at Sep. 30, 2022 | (153,925) | $ 0 | 7,062 | (160,987) | |
Balances, end of period (in shares) at Sep. 30, 2022 | 320,245 | ||||
Beginning balance (in shares) at Dec. 31, 2022 | 0 | ||||
Balance, beginning of period at Dec. 31, 2022 | $ (176,330) | $ 0 | $ 0 | 10,028 | (186,358) |
Balances, beginning of period (in shares) at Dec. 31, 2022 | 347,926 | 347,926 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of options (in shares) | 95,842 | ||||
Exercise of options | $ 50 | 50 | |||
Stock-based compensation | 73 | 73 | |||
Deemed dividend | 0 | 959 | (959) | ||
Net loss | (8,268) | (8,268) | |||
Ending balance (in shares) at Mar. 31, 2023 | 0 | ||||
Balance, end of period at Mar. 31, 2023 | (184,475) | $ 0 | $ 0 | 11,110 | (195,585) |
Balances, end of period (in shares) at Mar. 31, 2023 | 443,768 | ||||
Beginning balance (in shares) at Dec. 31, 2022 | 0 | ||||
Balance, beginning of period at Dec. 31, 2022 | $ (176,330) | $ 0 | $ 0 | 10,028 | (186,358) |
Balances, beginning of period (in shares) at Dec. 31, 2022 | 347,926 | 347,926 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | $ (23,529) | ||||
Ending balance (in shares) at Sep. 30, 2023 | 4,015,002 | 4,015,002 | |||
Balance, end of period at Sep. 30, 2023 | $ 8,487 | $ 1 | $ 2 | 221,351 | (212,867) |
Balances, end of period (in shares) at Sep. 30, 2023 | 26,316,681 | 26,316,681 | |||
Beginning balance (in shares) at Mar. 31, 2023 | 0 | ||||
Balance, beginning of period at Mar. 31, 2023 | $ (184,475) | $ 0 | $ 0 | 11,110 | (195,585) |
Balances, beginning of period (in shares) at Mar. 31, 2023 | 443,768 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of options (in shares) | 4,592 | ||||
Exercise of options | 16 | 16 | |||
Stock-based compensation | 69 | 69 | |||
Deemed dividend | 0 | 2,022 | (2,022) | ||
Net loss | (13,974) | (13,974) | |||
Ending balance (in shares) at Jun. 30, 2023 | 0 | ||||
Balance, end of period at Jun. 30, 2023 | (198,364) | $ 0 | $ 0 | 13,217 | (211,581) |
Balances, end of period (in shares) at Jun. 30, 2023 | 448,360 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of options (in shares) | 50,646 | ||||
Exercise of options | 29 | 29 | |||
Stock-based compensation | 259 | 259 | |||
Conversion of redeemable convertible preferred stock into common stock in connection with the Business Combination (in shares) | 21,500,867 | ||||
Conversion of redeemable convertible preferred stock into common stock in connection with the Business Combination | 204,236 | $ 2 | 204,234 | ||
Assumption of warrants to purchase common stock in connection with the Business Combination | (2,568) | (2,568) | |||
Issuance of common stock upon closing the Business Combination, net of expenses | 957 | 957 | |||
Issuance of common stock upon closing of the Business Combination (in shares) | 4,316,808 | ||||
Contingent earnout liability recognized upon closing of the Business Combination | (28,927) | (28,927) | |||
Issuance of preferred stock with PIPE financing (in shares) | 4,015,002 | ||||
Assumption of preferred stock in connection with the Business Combination | 34,151 | $ 1 | 34,150 | ||
Net loss | $ (1,286) | (1,286) | |||
Ending balance (in shares) at Sep. 30, 2023 | 4,015,002 | 4,015,002 | |||
Balance, end of period at Sep. 30, 2023 | $ 8,487 | $ 1 | $ 2 | $ 221,351 | $ (212,867) |
Balances, end of period (in shares) at Sep. 30, 2023 | 26,316,681 | 26,316,681 |
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 available to common stockholders | $ (23,529) | $ (24,645) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 500 | 452 |
Loss on equity issuance | 4,171 | 0 |
Stock-based compensation expense | 402 | 251 |
Loss on disposal of fixed assets | 60 | 50 |
Milestone payments to Dynavax | 1,000 | 1,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,477) | (936) |
Inventory | (158) | 6 |
Prepaid expenses | 1,041 | (1,306) |
ROU assets | 130 | 38 |
Trade payables, accrued expenses and other liabilities | (2,772) | 1,108 |
Net cash used in operating activities | (41,196) | (24,003) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (216) | (451) |
Milestone payments to Dynavax | (1,000) | (1,000) |
Cash paid for intellectual property and licenses | (205) | (63) |
Net cash used in investing activities | (1,421) | (1,514) |
Cash flows from financing activities: | ||
Proceeds from the issuance of preferred stock | 9,189 | 3,499 |
Refundable prepayments for Series B-2 preferred stock | 0 | 3,986 |
Proceeds from exercise of preferred stock warrants | 9,630 | 0 |
Proceeds from Business Combination | 36,854 | 0 |
Offering costs related to Business Combination | (1,116) | 0 |
Payments on finance lease liabilities | (65) | (4) |
Cash proceeds from the exercise of stock options | 94 | 73 |
Net cash provided by financing activities | 54,586 | 7,554 |
Increase (decrease) in cash, cash equivalents and restricted cash | 11,969 | (17,963) |
Cash, cash equivalents and restricted cash, beginning of period | 9,664 | 30,301 |
Cash, cash equivalents and restricted cash, end of period | 21,633 | 12,338 |
Supplemental disclosure of noncash items: | ||
Transfer of warrant liability to preferred stock upon exercise of warrants | 25,409 | 0 |
Tranche and warrant liability | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of derivative liability | (660) | (21) |
Contingent earnout liability | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of derivative liability | $ (19,904) | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | |
Liquidation preference (in dollars per share) | $ 10 | |
Preferred stock, shares authorized (in shares) | 10,000,000 | |
Preferred stock, shares issued (in shares) | 4,015,002 | |
Preferred stock, shares outstanding (in shares) | 4,015,002 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 400,000,000 | 30,898,162 |
Common stock, shares issued (in shares) | 26,316,681 | 347,926 |
Common stock, shares outstanding (in shares) | 26,316,681 | 347,926 |
Nature of Business
Nature of Business | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Nature of Business On August 10, 2023 (the "Closing Date"), TriSalus Life Sciences, Inc., a Delaware corporation (the “Company,” “TriSalus,” “we,” “us”), formerly known as MedTech Acquisition Corporation (“MTAC”), consummated the previously announced merger pursuant to the Agreement and Plan of Merger, dated as of November 11, 2022, as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of April 4, 2023, the Second Amendment to Agreement and Plan of Merger, dated as of May 13, 2023, and the Third Amendment to Agreement and Plan of Merger, dated as of July 5, 2023 (as amended, the “Merger Agreement”), by and between MTAC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of MTAC (“Merger Sub”) and TriSalus Operating Life Sciences, Inc. (formerly known as TriSalus Life Sciences, Inc.), a Delaware corporation (“Legacy TriSalus”), whereby Merger Sub merged with and into Legacy TriSalus with the separate corporate existence of Merger Sub ceasing (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”) and TriSalus Life Sciences, Inc. becoming the surviving company. The closing of the Business Combination is herein referred to as “the Closing.” In connection with the consummation of the Merger, on August 10, 2023, Legacy TriSalus changed its name from TriSalus Life Sciences, Inc. to TriSalus Operating Life Sciences, Inc., and MTAC changed its name from MedTech Acquisition Corporation to TriSalus Life Sciences, Inc., the surviving company ("New TriSalus”). As further described in Note 3, Legacy TriSalus was deemed to be the accounting acquirer and predecessor company in the Business Combination. Thus, the prior periods presented in these consolidated financial statements are of Legacy TriSalus. Description of the Business We are engaged in the research, development, and sales of innovative drug delivery technology and immune-oncology therapeutics to improve outcomes in difficult to treat liver and pancreatic cancer. Our technology is utilized in the delivery of our therapeutics and administered by interventional radiologists. We are developing and marketing two product lines — Pressure Enabled Drug Delivery (“PEDD™) infusion systems, in use today, and an investigational agent, SD-101, which shows potential to enhance immune system response in the treatment of hepatocellular cancer, pancreatic cancer and other liver solid tumors. The combination of our PEDD technology with SD-101, is focused on solving the two main barriers in the tumor micro environment that inhibits the success of immunotherapy. The first barrier (mechanical) is comprised of high intratumoral pressure within tumors that limits drug uptake and the second barrier (biological) is the reversal of intratumoral immunosuppression. Our PEDD with SmartValve™ is the only technology designed to work in synchrony with the cardiac cycle to open collapsed vessels in the tumor to enable deeper perfusion and improve therapeutic drug delivery in tumors with high intratumoral pressure. PEDD with SmartValve has been shown in prospective and retrospective clinical studies and in multiple pre-clinical models to improve therapy uptake and tumor response. TriNav™ is the newest therapy delivery device with SmartValve technology for the proprietary PEDD approach. Current sales consist of the TriNav Infusion System, introduced in 2020, and a family of related guiding catheters. In 2020, we gained transitional pass-through payments (“TPT”) approval from the Centers for Medicare & Medicaid Services (“CMS”), which allows hospitals to cover the cost of using TriNav. The approval is scheduled to expire at the end of 2023. On June 1, 2023, TriSalus applied for a new technology Ambulatory Payment Classifications ("APC”) code with CMS and met with CMS on June 26, 2023, to review the application. If granted, the new technology APC code would allow for continuing reimbursement for the TriNav device at similar reimbursement rates for the period beginning January 1, 2024, but there can be no assurance that such code will be granted or that continuing reimbursement will be available at similar reimbursement rates, or at all. SD-101 has a dual mechanism of action in solid tumors which includes the alteration of the tumor microenvironment by reducing immunosuppressive myeloid derived suppressor cells while simultaneously activating immune response and recruiting T cells to the tumor, allowing checkpoint inhibitors to work more effectively. We believe the full potential of our technology can be realized through the combination of our drug delivery technology with immune-oncology drugs. In July 2020, we acquired our first immune-oncology drug, SD-101, and began clinical development of SD-101 for treatment of liver and pancreatic cancers. We have funded operations to date principally with proceeds from the sale of preferred stock, from the issuance of debt and convertible debt, and the closing of the Business Combination. Since inception of the Company in 2009 through September 30, 2023, we have issued for cash $164,364 of preferred stock (of which $36,854 was raised at the closing of the Business Combination, including issuance of Series A convertible preferred stock), which, along with $551 from common stock and $44,692 from convertible notes and warrants, has funded our accumulated deficit of $212,867. During the nine months ended September 30, 2023, we raised $9,189 in cash through the issuance of Series B-2 preferred stock, $9,630 in cash through the issuance of Series B-3 preferred stock, $94 from the exercise of stock options, and $36,854 from the Business Combination. As of September 30, 2023, we had cash and cash equivalents of $21,383. The Company is still in its early stage, has yet to generate revenues sufficient to create positive cash flow and has an accumulated deficit of $212,867 as of September 30, 2023. We are currently undergoing a strategic transformation from a company focused solely on the sale of our infusion systems to a therapeutics company whereby our medical devices will be marketed in combination with the pharmaceutical drugs and other treatments that the devices deliver to patients. This transformation requires that we restructure our operating infrastructure, resulting in an increase in operating expenses — including the development of a candidate pharmaceutical — that, in the short term, will not be fully offset by increased revenues. Without additional financing and based on our sales, operations and research and development plans, our management estimates that our existing cash and cash equivalents will be insufficient to fund our projected liquidity requirements for the next 12 months. In accordance with ASC Topic 205-40, Presentation of Financial Statements, Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern , we are required to evaluate whether there is substantial doubt about our ability to continue as a going concern each reporting period. In evaluating our ability to continue as a going concern, management projected our cash flow sources and needs and evaluated the conditions and events have raised substantial doubt about our ability to continue as a going concern within one year after the date that these consolidated financial statements were issued. Management’s plans to address the conditions and events have considered our current projections of future cash flows, current financial condition, sources of liquidity and debt obligations for at least one year from the date of issuance of these consolidated financial statements in considering whether we have the ability to fund future operations and meet our obligations as they become due in the normal course of business. Our ability to fund future operations and to continue the execution of our long-term business plan and strategy, including our transformation into a therapeutics company, will require that we raise additional capital through a combination collaborations, strategic alliances and licensing arrangements, and issuance of additional equity and/or long-term debt. There can be no assurance that we will be able to raise such additional financing or, if available, that such financing can be obtained on satisfactory terms. If adequate capital resources are not available on a timely basis, we intend to consider limiting our operations substantially. This limitation of operations could include a hiring freeze, reductions in our workforce, reduction in cash compensation, deferring clinical trials and capital expenditures, and reducing other operating costs. Our current operating plan, which is in part determined based on our most recent results and trends, along with the items noted above, causes substantial doubt to exist about our ability to continue as a going concern and management’s plans do not alleviate the existence of substantial doubt. Our financial statements have been prepared assuming we will continue as a going concern, which contemplates the continuity of normal business activities and realization of assets and settlement of liabilities in the normal course of business, and do not include any adjustments that might be necessary should we be unable to continue as a going concern. We are subject to various risks and uncertainties frequently encountered by companies in the early stages of growth, particularly companies in the rapidly evolving market for medical technology-based and pharmaceutical products and services. Such risks and uncertainties include, but are not limited to, a limited operating history, need for additional capital, a volatile business and technological environment, the process to test and obtain approval to market the candidate pharmaceutical, the process to obtain continuing CMS approval and application for a new ACS code for our PEDD product for reimbursement, an evolving business model, and demand for our products. To address these risks, we must, among other things, gain access to capital in sufficient amounts and on acceptable terms, maintain and increase our customer base, implement and successfully execute our business strategy, develop the candidate pharmaceutical, continue to enhance our technology, provide superior customer service, and attract, retain, and motivate qualified personnel. There can be no guarantee that we will succeed in addressing such risks. Subsequent Event On October 2, 2023, we entered into a Standby Equity Purchase Agreement (the “Yorkville Purchase Agreement”) with YA II PN, Ltd. (“Yorkville”). Yorkville is a fund managed by Yorkville Advisors Global, LP, headquartered in Mountainside, New Jersey. Pursuant to the Yorkville Purchase Agreement, the Company shall have the right, but not the obligation, to sell to Yorkville up to $30,000 of common stock, par value $0.0001 per share of the Company (the “Common Stock”), at the Company’s request any time during the commitment period commencing on October 2, 2023 (the “Effective Date”), and terminating on the first day of the month following the 24-month anniversary of the Effective Date. Each issuance and sale by the Company to Yorkville under the Yorkville Purchase Agreement (an “Advance”) is subject to a maximum limit equal to the greater of: (i) an amount equal to 100% of the average of the daily volume traded of the Company’s Common Stock on the Nasdaq Stock Market (“Nasdaq”) for the 10 trading days immediately preceding an Advance notice, or (ii) 1,000,000 shares of Common Stock. The shares will be issued and sold to Yorkville at a per-share price equal to, at the election of the Company as specified in the relevant Advance notice: (i) 96% of the Market Price (as defined below) for any period commencing on the receipt of the Advance notice by Yorkville and ending on 4:00 p.m. New York City time on the applicable Advance notice date (the “Option 1 Pricing Period”), and (ii) 97% of the Market Price for any three |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2022, included in MTAC's Proxy Statement/Prospectus filed with the SEC on July 18, 2023. Certain information and footnote disclosures, including significant accounting policies, normally included in fiscal year financial statements prepared in accordance with accounting principles generally accepted in the U.S. ("GAAP”) have been condensed or omitted. The Condensed Consolidated Balance Sheets as of December 31, 2022, was derived from the audited financial statements. We do not have any activity that would be reported on a Statement of Comprehensive Income. (a) Cash, Cash Equivalents and Restricted Cash We consider all highly liquid investments with original maturities of three months or less at time of purchase to be cash equivalents. We invest excess cash primarily in money market funds. At September 30, 2023, we had $8,617 invested in a money market fund, which is is a Level 1 instrument. (b) Accounts Receivable Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. We periodically review our allowance for doubtful accounts and establish reserves based on management’s expectations of realization based on historical write-off experience, as well as current general economic conditions and expectations regarding collection. Account balances are charged against the allowance after all reasonable means of collection have been exhausted and the potential for recovery is considered remote. (c) Inventory Inventory is carried at the lower of cost or net realizable value. The balance includes the cost of raw material, and finished goods — including direct labor and manufacturing overhead — and is recorded on the first-in-first-out method. Write-downs for excess and obsolete inventory are charged to cost of goods sold in the period when conditions giving rise to the write-downs are first recognized. Valuation reserves are recorded when, in our best judgment, we determine the carrying value of the affected inventory may be impaired or its cost exceeds its net realizable value. (d) Property and Equipment Property and equipment are recorded at cost. Repairs and maintenance costs are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which range from 2 to 7 years. Leasehold improvements are amortized on a straight-line basis over the lesser of estimated useful lives or the lease term. (e) Impairment and Disposal of Long-Lived Assets We review long-lived assets and intangible assets (principally patents) for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is generally measured by a comparison of the carrying amount of the asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the estimated fair values of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell. (f) Leases We account for leases in accordance with Accounting Standards Codification (“ASC”) Topic 842, Leases . We determine if an arrangement is or contains a lease at contract inception, and, if it does, the lease is recorded on the Condensed Consolidated Balance Sheets with right-of-use assets (“ROU”) representing the Company’s right to use an underlying asset for the lease term and lease liabilities representing our obligation to make lease payments. Lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Lease ROU assets also include the effect of any lease payments made prior to or on lease commencement and excludes lease incentives and initial direct costs incurred, as applicable. As the implicit rate in our leases is typically unknown, we use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments. When calculating our incremental borrowing rates, we consider our credit risk, the term of the lease, and total lease payments and adjusts for the impacts of collateral as necessary. The lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense is recognized on a straight-line basis over the lease term. We have elected to not separate lease and non-lease components for any leases within our existing classes of assets and, as a result, account for any lease and non-lease components as a single lease component. We have also elected not to apply the recognition requirement for leases with a term of 12 months or less. We recognize an ROU asset and a lease liability at the lease commencement date. For operating and finance leases, the lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date. The lease liability is subsequently measured at amortized cost using the effective-interest method. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For finance leases, the ROU asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the lease term unless the lease transfers ownership of the underlying asset to the Company or the Company is reasonably certain to exercise an option to purchase the underlying asset. In those cases, the ROU asset is amortized over the useful life of the underlying asset. Amortization of the ROU asset is recognized and presented separately from interest expense on the lease liability. Finance lease ROU assets are presented with property and equipment, net in the Condensed Consolidated Balance Sheets. (g) Warrant and Tranche Liabilities Freestanding financial instruments that permit the holder to acquire shares that are either puttable by the holder, redeemable or contingently redeemable are required to be reported as liabilities in the financial statements. We present such liabilities on the Condensed Consolidated Balance Sheets at their estimated fair values. Changes in fair value of the liability are calculated each reporting period, and any change in value is recognized in the Condensed Consolidated Statements of Operations. Historically, we have determined that the warrants issued to investors and lenders which are exercisable for shares of our Series B-3 convertible preferred stock, should be classified as liabilities due to contingent redemption features of the underlying convertible preferred stock. See Note 9 for further discussion. We determined that both the public and private placement warrants do not meet the criteria to be equity classified and should be recorded as liabilities. Our analysis concluded liability classification under ASC 815, Derivatives and Hedging , as these warrants include a provision that could allow cash settlement upon an event outside the control of the Company, and such event may not result in a change in control of the Company. In addition, the private placement warrants include a feature that can require an adjustment of the exercise price in certain circumstances after a change of control. As a result, the Private and Public Warrants do not meet the criteria for equity classification. See Note 9 for further discussion. The Series B-2 Preferred Stock Financing (as described in Note 11) included second and third tranche rights and obligations to investors who participated in the initial B-2 Preferred Stock Financing round. We offered the Series B-2 preferred stock to all of our preferred stockholders at the time of the initial B-2 Preferred Stock Financing round (representing approximately 99.2% of our then-outstanding shares on an as-converted to common stock basis). The second and third tranche rights and obligations were exercisable into shares of our convertible preferred stock at a specified future date. The second and third tranche rights and obligations are considered freestanding financial instruments, and are classified as liabilities under ASC 480. See Note 11 for further discussion. (h) Contingent Earnout Liability In connection with the execution of the Merger Agreement, MTAC entered into a sponsor support agreement (the “Sponsor Support Agreement”) with MedTech Acquisition Sponsor LLC (the "Sponsor”), Legacy TriSalus and MTAC’s directors and officers (the Sponsor and MTAC’s directors and officers, collectively, the “Sponsor Holders”). Pursuant to the Sponsor Support Agreement, 3,125,000 shares of Common Stock in the Company held by the Sponsor Holders immediately after the Closing Date (such shares, the “Sponsor Earnout Shares”) became unvested and subject to potential forfeiture if certain triggering events are not achieved prior to the 5th anniversary of the Closing Date (the “Earnout Period”). The Sponsor Earnout Shares are classified as a liability in the Company’s Condensed Consolidated Balance Sheets because they do not qualify as being indexed to the Company’s own stock. The earnout liability was initially measured at fair value at the Closing Date and is subsequently remeasured at the end of each reporting period. The change in fair value of the earnout liability is recorded in the Condensed Consolidated Statements of Operations. See Notes 3 and 8 for further detail. (i) Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. The most significant estimates relate to the valuation of earnout, warrant and tranche liabilities, and the valuation allowance on deferred tax assets. (j) Concentrations of Credit Risk and Other Risks and Uncertainties Our cash and cash equivalents are deposited primarily with two financial institutions and one investment institution. At times, the deposits in these institutions may exceed the amount of insurance provided on such deposits. We have not experienced any losses in such accounts and believe that we are not exposed to any significant risk on these balances. (k) Share-Based Compensation We account for all employee and non-employee share-based compensation awards by recording expense based on the estimated fair value of the awards at the time of grant using the Black-Scholes-Merton option valuation model (“Black-Scholes”). The determination of fair value using an option-pricing model is affected by the estimated fair value of the Company’s stock, as well as assumptions regarding a number of variables including, but not limited to, the fair value of underlying stock at the grant date, expected volatility of the underlying stock over the term of the awards, projected employee stock option exercise behaviors, and risk-free interest rates. We have elected to not include an estimated forfeiture rate in our share-based compensation expense recognition, in accordance with ASC Topic 718, Compensation — Stock Compensation , and we account for forfeitures in the period in which they occur. The estimated fair value of options granted is recognized as compensation expense on a straight-line basis over the expected life for each separately vesting portion of the awards. The fair value of options granted to non-employees is periodically reevaluated and adjusted to current fair value. (l) Segment Reporting We have determined, in accordance with ASC Topic 280, Segment Reporting , that we operate under one operating segment, and therefore one reportable segment, TriSalus. Our Chief Executive Officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of assessing performance and allocation resources. All of our long-lived assets, and all of our customers, are located in the United States. (m) Revenue Recognition Our revenue is derived from the shipments of our PEDD infusion systems to our customers. Our customers are generally comprised of hospitals, clinics and physicians. Under ASC Topic 606, Revenue Recognition , we evaluate five steps to determine the appropriate timing and amount to recognize revenue. The five steps are: (a) Identify the contract — We do not maintain long-term contracts with our customers. Typically, customers will submit a purchase order to us for delivery of a quantity of our products, which incorporate enforceable rights and obligations constituting the contract with the customer. (b) Identify the performance obligation — Our performance obligation is to deliver the ordered products in accordance with the terms of the purchase order, which constitutes a single performance obligation. We do not have any on-going service obligation after delivery. (c) Determine the transaction price — We maintain a single sales price for each of our products, which is generally fixed. We do not have a history of any significant refunds, allowances or other concessions provided to our customers from the agreed-upon sales price after delivery of the product. (d) Allocate the transaction price – We do not have multiple performance obligations to complete when we fulfill a purchase order, therefore, the transaction price is fully allocated to the units being sold. (e) Recognize revenue – We recognize revenue at the point‐in‐time when the units for a purchase order have been shipped and control of the units has transferred to the customer, as evidenced by the delivery terms on the shipping documents. Typically, we ship Ex Works, so we recognize revenue when the shipment leaves our premises. In a small number of cases, the purchase order specifies alternate shipping terms, usually DAP (delivery at place). In those cases, we defer revenue recognition until we are assured the units have been delivered and control has transferred to the customer. Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments . Current GAAP requires an “incurred loss” methodology for recognizing credit losses that delays recognition until it is probable a loss has been incurred. ASU 2016-13 replaces the current incurred loss methodology for credit losses and removes the thresholds that companies apply to measure credit losses on financial statements measured at amortized cost, such as loans, receivables, and held-to-maturity debt securities with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to form credit loss estimates. The determination of the allowance for credit losses under the new standard would typically be based on evaluation of a number of factors, including, but not limited to, general economic conditions, payment status, historical collection patterns and loss experience, financial strength of the borrower, and nature, extent and value of the underlying collateral. For smaller reporting companies, ASU 2016-13 is effective for fiscal years and for interim periods within those fiscal years beginning after December 15, 2022. It requires a cumulative effect adjustment to the balance sheet as of the beginning of the first reporting period in which the guidance is effective. We adopted ASU 2016-13 on January 1, 2023. The effect of the adoption had an immaterial impact on our condensed consolidated financial statements. |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2023 | |
Reverse Recapitalization [Abstract] | |
Business Combination | Business Combination On August 10, 2023, we consummated the previously announced merger pursuant to the Merger Agreement by and among MTAC, Merger Sub, Inc., and TriSalus Life Sciences, Inc. Upon the closing of the transactions contemplated by the Merger Agreement, Merger Sub merged with and into Legacy TriSalus (the “Business Combination”) with Legacy TriSalus surviving the merger as a wholly-owned subsidiary of MTAC, renamed “TriSalus Operating Life Sciences, Inc.” In addition, in connection with the consummation of the Business Combination, MTAC was renamed “TriSalus Life Sciences, Inc.” Immediately prior to the effective time of the Merger, each in-the-money warrant of Legacy TriSalus that was unexercised and unexpired was automatically net exercised into the respective series of preferred stock of Legacy TriSalus. Each share of preferred stock of Legacy TriSalus (“Legacy TriSalus Preferred Stock”) that was issued and outstanding was then automatically converted into shares of common stock of Legacy TriSalus (“Legacy TriSalus Common Stock”) in accordance with the Amended and Restated Certificate of Incorporation of Legacy TriSalus at the then current conversion price, such that each converted share of Legacy TriSalus Preferred Stock was no longer outstanding and ceased to exist, and each holder of Legacy TriSalus Preferred Stock thereafter ceased to have any rights with respect to such securities. At the Closing Date, by virtue of the Business Combination and without any action on the part of MTAC, Merger Sub, Legacy TriSalus or the holders of any of the following securities: (a) each share of Legacy TriSalus Common Stock (including shares of Legacy TriSalus Common Stock resulting from the conversion of shares of TriSalus Preferred Stock described above) that was issued and outstanding immediately prior to the Effective Time were exchanged at an exchange ratio of 0.02471853 (the “Exchange Ratio”) for an aggregate of 21,999,886 shares of our Common Stock; (b) each option to purchase shares of Legacy TriSalus Common Stock, whether vested or unvested, converted into an option to purchase shares of our Common Stock (“TriSalus Assumed Option”), with each TriSalus Assumed Option subject to the same terms and conditions as were applicable to the original Legacy TriSalus option and with the resulting exercise price and number of shares of TriSalus Common Stock purchasable based on the Exchange Ratio and other terms contained in the Merger Agreement; and (c) each Legacy TriSalus restricted stock unit (“RSU”) award converted into a restricted stock unit award to receive shares of our Common Stock (“TriSalus Assumed RSU Award”), with each TriSalus Assumed RSU Award subject to the same terms and conditions as were applicable to the original Legacy TriSalus restricted stock unit award, and with the number of shares of TriSalus Common Stock to which the TriSalus Assumed RSU Award relates being based on the Exchange Ratio and other terms contained in the Merger Agreement. The Business Combination was accounted for as a reverse recapitalization in conformity with accounting principles generally accepted in the United States. Under this method of accounting, MTAC was treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the fact that subsequent to the Business Combination, the Legacy TriSalus stockholders have a majority of the voting power of TriSalus, Legacy TriSalus comprises all of our ongoing operations, Legacy TriSalus has appointed a majority of our governing body, and Legacy TriSalus’ senior management comprises all of our senior management. Accordingly, for accounting purposes, the financial statements of the combined entity represented a continuation of the financial statements of Legacy TriSalus with the business combination being treated as the equivalent of Legacy TriSalus issuing stock for the net assets of MTAC, accompanied by a recapitalization. Operations prior to the Business Combination are those of Legacy TriSalus. Reported shares and earnings per share available to holders of the Company’s common stock, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination (1.0 share of Legacy TriSalus for approximately 0.02471853 shares of TriSalus). Proceeds from this transaction totaled $42,854. These proceeds were comprised of $2,704 from the MTAC trust account, and $40,150 received from the assumption of a concurrent private investment in public equity financing (“PIPE Financing”). Pursuant to the terms of the Merger Agreement, $6,000 of the proceeds were used to pay expenses incurred by MTAC related to the merger, resulting in net cash proceeds of $36,854. The Company incurred $6,069 in transaction costs relating to the merger with MTAC, of which $1,742 was recorded as a reduction of equity and the balance of $4,327 was recorded in general and administrative expense. Pursuant to the terms of the Merger Agreement, the existing stockholders of Legacy TriSalus exchanged their interests for shares of common stock of TriSalus. In addition, MTAC had previously issued public warrants and private placement warrants (collectively, the “MTAC Warrants”) as part of its initial public offering in November 2020. None of the terms of the MTAC Warrants were modified as a result of the Business Combination. On the Closing Date, the Company recorded a liability related to the MTAC Warrants of $2,568. During the period from August 10, 2023, to September 30, 2023, the fair value of the MTAC Warrants increased to $5,421, resulting in a loss on the change in fair value of $2,853 and a gain of $660 in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2023, respectively. Immediately following the Business Combination, there were 26,316,681 shares of our Common Stock outstanding, options and RSUs to purchase an aggregate of 2,816,224 shares of common stock and warrants outstanding to purchase 14,266,605 shares of common stock. PIPE Financing On the Closing Date, certain investors agreed to purchase an aggregate of 4,015,002 newly-issued shares of Series A Convertible Preferred Stock at a purchase price of $10.00 per share for an aggregate purchase price of $40,150, pursuant to separate subscription agreements dated June 7, 2023, and July 4, 2023 (collectively, the “Subscription Agreements”). See Note 11 for further discussion. Sponsor Earnout In connection with the execution of the Merger Agreement, MTAC entered into the Sponsor Support Agreement. Pursuant to the Sponsor Support Agreement, the 3,125,000 Sponsor Earnout Shares became unvested and subject to potential forfeiture if certain triggering events are not achieved prior to the 5th anniversary of the Closing Date. Pursuant to the Sponsor Support Agreement, (i) 25% of the shares of our Common Stock held by the Sponsor Holders will only vest if, during the five year period following the Closing, the volume weighted average price of our Common Stock equals or exceeds $15.00 for any 20 trading days within a period of 30 consecutive trading days, (ii) 25% of the shares of our Common Stock held by the Sponsor Holders will only vest if, during the five year period following the Closing, the volume weighted average price of our Common Stock equals or exceeds $20.00 for any 20 trading days within a period of 30 consecutive trading days, (iii) 25% of the shares of our Common Stock held by the Sponsor |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments | Financial Instruments Our financial instruments consist of cash, cash equivalents, accounts receivable, accounts payable, contingent earnout liability, and warrants to purchase preferred and common stock. The carrying values of these financial instruments (other than warrants and tranche liabilities, which are held at fair value) approximate fair value at September 30, 2023, and December 31, 2022. In general, asset and liability fair values are determined using the following categories: Level 1 — Inputs utilize quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs include quoted prices for similar assets or liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. Level 3 — Inputs are unobservable inputs and include situations where there is little, if any, market activity for the balance sheet items at period end. Pricing inputs are unobservable for the terms and are based on the Company’s own assumptions about the assumptions that a market participant would use. Our warrant, tranche and earnout liabilities are measured at fair value on a recurring basis. Financial Instruments After Business Combination The carrying amount of our outstanding MTAC warrants liabilities was $5,421 at September 30, 2023. The carrying amount of outstanding earnout liability was $9,023 at September 30, 2023. These carrying values of the warrant liabilities represent the remeasurement to fair value each reporting period based on Level 1 inputs for the publicly traded MTAC Warrants and Level 2 inputs for the private placement MTAC Warrants. The carrying amounts of the contingent earnout liability represent the remeasurement to fair value each reporting period based on unobservable, or Level 3, inputs, using assumptions made by us, including the market price of our common stock and the observed volatility of a peer group of companies. At the Closing Date, we assumed warrants to purchase 14,266,605 shares of common stock for $11.50 (see Note 9). Of these, 8,333,272 are traded publicly and 5,933,333 are privately held. At the Closing Date, we determined the fair value of all the warrants to be $2,568 based on the closing price of $0.18 for the publicly traded warrants (Level 1). At the Closing Date, we determined the fair value of the earnout liability to be $28,927 based on a Monte Carlo simulation of future trading prices for our common stock. See Note 8 for further discussion. The following tables summarize the changes in fair value of our outstanding earnout liability in the nine months ended September 30, 2023. The warrant and earnout liability were not present in the nine months ended September 30, 2022. Level 3 Fair Value at Change in Issuances Net Transfer Fair Value at Contingent earnout liability $ — $ (19,904) $ 28,927 $ — $ 9,023 Financial Instruments Prior to the Business Combination Our warrants and tranche liabilities are measured at fair value on a recurring basis. The carrying amount of outstanding warrant liabilities was zero and $16,188 at September 30, 2023, and December 31, 2022, respectively. The carrying amount of outstanding tranche liabilities was zero and $4,702 at September 30, 2023, and December 31, 2022, respectively. These carrying values represent the remeasurement to fair value each reporting period based on unobservable inputs, or Level 3 inputs, using assumptions made by us, including the probabilities assigned to a status quo scenario and the potential closing of the Business Combination (see Note 3) scenario, the value of the Series B-3 Warrants (as defined below) upon closing of the Business Combination, the fair value of the Company, the fair value of the underlying preferred stock, the Company’s volatility, discount rate, and expected term of the related instrument. See Note 9 for further discussion. These assumptions require significant judgment on the part of management and actual outcomes may materially differ from those estimated by management. In March 2023, we sold shares of Series B-2 preferred stock with accompanying warrants to purchase Series B-3 preferred stock as part of the Second Tranche Closings (see Note 9). At issuance, the warrants issued to purchase Series B-3 preferred stock had a fair value of $4,654 and were classified as a liability. The issuance of the Series B-2 preferred stock and accompanying warrants to purchase Series B-3 preferred stock as part of the Second Tranche Closings resulted in a $584 loss on equity issuance. In June 2023, we sold shares of Series B-2 preferred stock with accompanying warrants to purchase Series B-3 preferred stock as part of the Second Tranche Closings (see Note 9). At issuance, the warrants issued to purchase Series B-3 preferred stock had a fair value of $10,047 and were classified as a liability. The issuance of the Series B-2 preferred stock and accompanying warrants to purchase Series B-3 preferred stock as part of the Second Tranche Closings resulted in a $3,425 loss on equity issuance. Immediately prior to the exercise of the warrants to purchase Series B-3 preferred stock in February, March, June and July 2023, the associated liabilities were remeasured to fair value. In July 2023, warrants to purchase 2,239,309 shares of Series B-3 preferred stock were exercised for $4,530. At the Closing Date of the Business Combination, all in-the-money outstanding warrants and Series B-3 Warrants were remeasured to fair value, net-exercised, converted to shares of common stock of Legacy TriSalus, and then exchanged for shares of TriSalus common stock at the Exchange Ratio. Out-of-the-money warrants expired, resulting in a gain on expiration of $18. The Series B-2 tranche liabilities also expired at the Closing Date of the Business Combination. The following tables summarize the changes in fair value of our outstanding warrant and tranche liabilities measured using Level 3 inputs in the nine months ended September 30, 2023 and 2022: Level 3 Fair Value at Change in Issuances Net Transfer Fair Value at Warrant liability $391 $(19) $— $— $372 Level 3 Fair Value at Change in Issuances Net Transfer Fair Value at Warrant liability $ 369 $ — $ (369) $ — $ — Series B-2 tranche liabilities $ 4,702 $ (3,200) $ (1,502) $ — $ — Series B-3 Warrant liabilities $ 15,819 $ (311) $ (15,508) (1) $ — $ — (1) This amount includes settlements of $25,409, and final net exercise of $4,800, transferred to convertible preferred stock, offset by issuances of $14,701 |
Cash, cash equivalents and rest
Cash, cash equivalents and restricted cash | 9 Months Ended |
Sep. 30, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Cash, cash equivalents and restricted cash | Cash, cash equivalents and restricted cash Cash, cash equivalents and restricted cash, as presented in the Condensed Consolidated Statements of Cash Flows, consisted of the following: September 30, December 31, Cash and cash equivalents $ 21,383 $ 9,414 Restricted cash (included in Other assets) 250 250 Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows $ 21,633 $ 9,664 Restricted cash is $250 held by our bank to support our corporate credit card program. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory The components of inventory are summarized as follows: September 30, December 31, Raw materials $ 289 $ 753 Finished goods 1,340 718 Inventory, net $ 1,629 $ 1,471 Finished goods amounts include a reserve for excess or obsolete inventory of nil and $43 as of September 30, 2023, and December 31, 2022. |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued Liabilities consists of the following: September 30, December 31, Accrued liabilities $ 3,404 $ 2,905 Accrued bonus 2,706 2,896 Accrued vacation 475 329 Accrued payroll 15 247 Total accrued liabilities $ 6,600 $ 6,377 |
Contingent Earnout Liability
Contingent Earnout Liability | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Contingent Earnout Liability | Contingent Earnout Liability As described in Note 2 and Note 3, in connection with the execution of the Merger Agreement, MTAC entered into the Sponsor Support Agreement with the Sponsor Holders and Legacy TriSalus, pursuant to which, 3,125,000 of the shares of our Common Stock held by the Sponsor immediately after the Closing Date became unvested and subject to potential forfeiture if certain triggering events are not achieved during the Earnout Period. The earnout shares are classified as a liability and were initially measured at fair value at the Closing Date and will subsequently be remeasured at the end of each reporting period with the change in fair value of the earnout liability recorded in the Condensed Consolidated Statements of Operations. The estimated fair value of the total contingent earnout liability at the closing on August 10, 2023, was $28,927 based on a Monte Carlo simulation valuation model. The liability was remeasured to its fair value of $9,023 as of September 30, 2023. This remeasurement resulted in the recording of $19,904 for the three and nine months ended September 30, 2023, classified as change in fair value of contingent earnout liability in the Condensed Consolidated Statements of Operations. Assumptions used in the valuation are described below: September 30, August 10, Current stock price $ 5.12 $ 11.34 Expected share price volatility 65.0 % 65.0 % Risk-free interest rate 4.6 % 4.2 % Expected term (years) 4.9 5 Estimated dividend yield — % — % The estimated fair value of the liability was determined using a Monte Carlo simulation valuation model using a distribution of potential outcomes. The inputs and assumptions utilized in the calculation require management to apply judgment and make estimates including: (a) expected volatility, which is based on the historical equity volatility of publicly traded peer companies for a term equal to the expected term of the earnout period; (b) expected term, which we based on the earnout period per the agreement; (c) risk-free interest rate, which was determined by reference to the U.S. Treasury yield curve for time periods commensurate with the expected term of the earnout period; and (d) expected dividend yield, which we estimate to be zero based on the fact that we have never paid or declared dividends. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Warrants Warrants outstanding at September 30, 2023, and December 31, 2022, are as follows: September 30, December 31, Public Warrants 8,333,272 — Private Placement Warrants 5,933,333 — Series B-3 Warrants — 15,819,000 Total warrants 14,266,605 15,819,000 Public and Private Placement Warrant Liabilities In connection with consummation of the Business Combination, the Company assumed the warrant liabilities associated with 8,333,272 MTAC Public Warrants. Each Public Warrant is exercisable to purchase one share of common stock at a price of $11.50 per share, subject to adjustment. As of September 30, 2023, there were 8,333,272 Public Warrants outstanding. The Public Warrants will become exercisable 30 days after the completion of the Business Combination. The Public Warrants expire 5 years after the completion of the Business Combination or earlier upon redemption or liquidation. On August 31, 2023, the Company filed an amended registration statement on Form S-1 a(as may be amended from time to time) with the SEC registering the issuance of the shares of common stock issuable upon exercise of the warrants and will use its best efforts to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of common stock until the warrants expire or are redeemed, as specified in the warrant agreement. Once the warrants become exercisable, the Company may redeem for cash the outstanding Public Warrants: a. in whole and not in part; b. at a price of $0.01 per Public Warrant; c. upon not less than 30 days’ prior written notice of redemption to each warrant holder; and d. if, and only if, the reported closing price of the Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis.” The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. Accordingly, the warrants may expire worthless. In addition to the Public Warrants, the Company assumed the warrant liabilities associated with 5,933,333 MTAC Private Placement Warrants. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of the Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. As of September 30, 2023, there were 5,933,333 Private Placement Warrants outstanding. We determined that both the Public and Private placement Warrants do not meet the criteria to be equity classified and should be recorded as liabilities. Our analysis concluded liability classification under ASC 815, Derivatives and Hedging , as these warrants include a provision that could allow cash settlement upon an event outside the control of the Company, and such event may not result in a change in control of the Company. As a result, the Private and Public Warrants do not meet the criteria for equity classification. At the close of the Business Combination, the fair values of the Public Warrants and Private Placement Warrants were $1,500 and $1,068, respectively. As of September 30, 2023, the fair values of the Public Warrants and Private Placement Warrants were $3,166 and $2,255, respectively. The fair value of the Public Warrants has been measured based on the quoted price of such warrants on the Nasdaq Global Market. The transfer of Private Placement Warrants to anyone outside of a small group of individuals who are permitted transferees would result in the Private Placement Warrants having substantially the same terms as the Public Warrants. Therefore, we determined that the fair value of each Private Warrant is equivalent to that of each Public Warrant. Series B-3 Warrants The Series B-3 Warrants were issued in conjunction with shares of Series B-2 preferred stock in October 2022, March 2023 and May 2023. Each warrant allowed the holder to purchase one share of Series B-3 preferred stock for $0.05. The Series B-3 Warrants expired at the earlier of October 5, 2028, or the closing date of a change of control transaction. All in-the-money warrants that were outstanding at a change of control transaction would automatically net exercise. In July 2023, Series B-3 Warrants to purchase 2,239,309 shares of Series B-3 preferred stock were exercised for $4,530. At the Closing Date of the Business Combination, all in-the-money outstanding warrants and Series B-3 Warrants were net-exercised and converted to shares of common stock of Legacy TriSalus, then exchanged for shares of TriSalus common stock. Out-of-the-money warrants for other classes of preferred stock expired. The Series B-2 tranche liabilities also expired at the Closing Date of the Business Combination. Subsequent Event: Warrant Repurchase Program In August 2023, our Board approved a warrant repurchase program, authorizing the repurchase of some or all of the Public Warrants (the “Warrant Repurchase Program”). The Board authorized an aggregate expenditure of up to $4,000 for such repurchases. The repurchases may be made from time to time in open market or privately negotiated transactions. We may adopt one or more purchase plans pursuant to Rule 10b5-1 under the Exchange Act, in order to implement the Warrant Repurchase Program. The Warrant Repurchase Program does not obligate us to purchase any Public Warrants and may be terminated, increased or decreased by the Board in its discretion at any time. We adopted a purchase plan in October 2023. Through October 31, 2023, we had repurchased 28,502 Public Warrants for $10. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes At the end of each interim period, we make our best estimate of the effective tax rate expected to be applicable for the full calendar year and use that rate to provide for income taxes on a current year-to-date basis before discrete items. If a reliable estimate cannot be made, we may make a reasonable estimate of the annual effective tax rate, including use of the actual effective rate for the year-to-date. The impact of the discrete items is recorded in the quarter in which they occur. We utilize the balance sheet method of accounting for income taxes and deferred taxes which are determined based on the differences between the financial statements and tax basis of assets and liabilities given the provisions of the enacted tax laws. In assessing the realizability of the deferred tax assets, we considered whether it is more likely than not that some portion or all of the deferred tax assets will not be realized through the generation of future taxable income. In making this determination, we assessed all of the evidence available at the time including recent earnings, forecasted income projections, and historical financial performance. We have fully reserved deferred tax assets as a result of this assessment. Based on our full valuation allowance against the net deferred tax assets, our effective federal tax rate for the calendar year is zero, and we recorded an immaterial income tax expense in the nine months ended September 30, 2023 and 2022. |
Preferred Stock
Preferred Stock | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Preferred Stock | Preferred Stock Series A Convertible Preferred Stock At the Closing Date, we issued 4,015,002 shares of Series A Convertible Preferred Stock for $40,150. As of September 30, 2023, the Company is authorized to issue up to 10,000,000 shares of preferred stock with 5,984,998 shares available for issuance. The original issue price of the Series A Convertible Preferred Stock was $10.00. The Series A Convertible Preferred Stock accrues cumulative dividends at the rate of 8.00% per annum on the original issue price. As of September 30, 2023, total undeclared cumulative dividends were $458. We have not recorded the undeclared dividends in our condensed consolidated financial statements. All shares of Series A Convertible Preferred Stock had the following rights: (i) Conversion (a) Optional Conversion The Series A Convertible Preferred Stock are convertible at any time at the option of the holder thereof into the number of shares of our Common Stock determined by the quotient of (i) the sum of $10.00 (as adjusted for any stock dividend, stock split, reverse stock split, combination or similar event affecting the Series A Convertible Preferred Stock) (the “Liquidation Preference”) and, if we have not elected to otherwise pay the accrued Annual Dividends (as defined below) in cash to the holder, the accrued Annual Dividends on such shares as of the date of conversion, divided by (ii) the Conversion Price (as defined in our Certificate of Designations, Preferences, and Rights of Series A Convertible Preferred Stock (the "Certificate of Designations")) of such shares in effect at the time of conversion. (b) Automatic Conversion On the four-year anniversary of the Closing, all then outstanding shares of Series A Convertible Preferred Stock shall automatically convert into the number of shares of our Common Stock equal to the quotient of (i) the sum of the Liquidation Preference and if we had not elected to otherwise pay the accrued Annual Dividends in cash to the holder, the accrued Annual Dividends on such shares as of the date of conversion, divided by (ii) the Conversion Price of such shares in effect at the time of conversion. (ii) Voting Rights Holders of the Series A Convertible Preferred Stock are entitled to vote with the holders of our Common Stock on all matters submitted to a vote of our stockholders, except as otherwise provided in the Certificate of Designations or as required by applicable law, voting together with the holders of our Common Stock as a single class. Each holder is entitled to a number of votes in respect of the shares of Series A Convertible Preferred Stock owned as of the record date by it, or if no such record date is established, as of the date such vote is taken or any written consent of stockholders is solicited, equal to the quotient of (i) $10.00 divided by (ii) the Minimum Price (as defined in Nasdaq Listing Rule 5635(d)) of our Common Stock as determined at Closing. As long as any shares of Series A Convertible Preferred Stock are outstanding, we shall not, without the affirmative vote of the Holders of a majority of the then-outstanding shares of the Series A Convertible Preferred Stock, (i) amend, alter, repeal or otherwise modify any provision of our certificate of incorporation or the Certificate of Designations in a manner that would alter or change the terms or the powers, preferences, rights or privileges of the Series A Convertible Preferred Stock as to affect them adversely; (ii) authorize, create, increase the authorized amount of, or issue any class or series of capital stock senior to the Series A Convertible Preferred Stock; (iii) increase the authorized number of shares of Series A Convertible Preferred Stock or enter into any agreement with respect to the foregoing. (iii) Dividends Holders of the Series A Convertible Preferred Stock are entitled to participate equally in any dividends declared to holders of Common Stock. In addition, each holder of the Series A Convertible Preferred Stock is entitled to receive cumulative annual dividends that accrue and accumulate on a daily basis at a rate per annum (calculated on the basis of an actual 365- or 366-day year, as applicable) equal to 8.00% of the original issue price of $10.00 per share (the "Annual Dividends”). The Annual Dividends will be either paid in cash, paid by issuing fully paid and nonassessable shares of Common Stock, or a combination thereof when, as and if authorized and declared by our Board. Upon conversion or a change of control, any unpaid Annual Dividends will be paid to the holders, either in the form of common stock upon a conversion, or in cash upon a change of control. So long as any shares of Series A Convertible Preferred Stock remain outstanding, unless all Annual Dividends on all outstanding shares of Series A Convertible Preferred Stock have been declared and paid in cash, we will be prohibited from declaring any dividends on, or making any distributions relating to, other classes of our capital stock ranking junior to the Series A Convertible Preferred Stock, subject to certain exceptions. (iv) Anti-dilution Provisions The initial Conversion Price of $10.00 is subject to customary adjustments in the case of certain distributions to holders of our Common Stock payable in shares of our Common Stock, subdivisions, splits or combinations of the shares of our Common Stock and distributions to all holders of shares of our Common Stock of any convertible securities or options or any other assets for which there is no corresponding distribution in respect of the Series A Convertible Preferred Stock. The Conversion Price will automatically reset upon each of February 10, 2025, and July 10, 2027, the eighteen-month and forty-seven-month anniversaries of the Closing Date, to be equal to the lowest of: (i) Initial Conversion Price, subject to adjustments for stock dividends and distributions or other distributions made to common stockholders for which there is no corresponding distribution for Preferred Stock, (ii) the then-current Conversion Price, and (iii) the higher of 1) the Floor Price ($2.10 per share) or 2) the trailing ten (iv) Liquidation Preferences The terms of the Series A Convertible Preferred Stock provide for liquidation preferences in the event of a change in control, liquidation, dissolution, or certain other fundamental transactions of the Company (a “Liquidation Event”), none of which were deemed probable as of September 30, 2023. The Liquidation Preferences of $10.00 per share, plus all unpaid dividends, are payable prior to payment to any class of capital stock that is junior to the Series A Convertible Preferred Stock. If the assets of the Company or the consideration received in such Liquidation Event are insufficient to make payment of the full Liquidation Preferences to all holders of Series A Convertible Preferred Stock, then such assets will be distributed ratably to the holders of Series A Convertible Preferred Stock in proportion to the full amounts to which they would otherwise have been entitled. After payment of the aforementioned Liquidation Preferences, any remaining proceeds from a Liquidation Event will be distributed to all classes of capital stock that are junior to the Series A Convertible Preferred Stock pro rata on an as-if converted basis. Legacy TriSalus Preferred Stock Since inception, we have issued various series of preferred stock as described below. As described in Note 3, all of the Legacy TriSalus Preferred Stock was converted to Legacy TriSalus Common Stock immediately prior to the Merger and, upon consummation of the Merger, were exchanged for shares of our Common Stock. In accordance with the terms of the Legacy TriSalus Preferred Stock, upon an acquisition of the Company, the proceeds would be used to first pay the liquidation preferences on the preferred stock prior to payment to common stockholders. We have determined this is an in-substance redemption feature since holders of preferred stock represent a majority of our Board and control a majority of the stockholder vote on an as-if-converted basis. Thus, a decision to pursue an acquisition or accept the terms of an acquisition — and thereby redeem the convertible preferred stock — was deemed to be outside of our control. As a result, the Legacy TriSalus Preferred Stock has been classified as temporary equity in the accompanying Condensed Consolidated Balance Sheets. We have not adjusted the carrying values of the convertible preferred stock to the respective liquidation preferences of such shares as the instruments were not currently redeemable and we believed it was not probable that the instruments would become redeemable. Convertible preferred stock at September 30, 2023, August 10, 2023, and December 31, 2022, is as follows: Series September 30, August 10, December 31, Series A-1 preferred stock, $0.001 par value per share. Issued, and outstanding 0 and 131,797 shares at September 30, 2023, and December 31, 2022, respectively $ — $ 6,065 $ 6,065 Series A-2 preferred stock, $0.001 par value per share. Issued, and outstanding 0 and 576,126 shares at September 30, 2023, and December 31, 2022, respectively — 8,976 8,976 Series A-3 preferred stock, $0.001 par value per share. Issued, and outstanding 0 and 612,822 shares at September 30, 2023, and December 31, 2022, respectively — 10,611 10,611 Series A-4 preferred stock, $0.001 par value per share. Issued, and outstanding 0 and 127,787 shares at September 30, 2023, and December 31, 2022, respectively — 1,993 1,993 Series A-5 preferred stock, $0.001 par value per share. Issued and outstanding 0 shares at September 30, 2023;authorized 734,533, issued and outstanding 730,320 and December 31, 2022 — 12,858 12,858 Series A-6 preferred stock, $0.001 par value per share. Issued and outstanding 0 shares at September 30, 2023; authorized 805,848, issued and outstanding 800,657 at December 31, 2022 — 15,476 15,476 Series B preferred stock, $0.001 par value per share. Issued and outstanding 0 shares at September 30, 2023; authorized 7,021,678, issued and outstanding 6,984,971 at December 31, 2022, respectively — 84,637 84,528 Series B-1 preferred stock, $0.001 par value per share. Issued, and outstanding 0 shares at September 30, 2023, authorized, issued and outstanding 1,659,672 at and December 31, 2022 — 23,500 23,499 Series B-2 preferred stock, $0.001 par value per share. Issued and outstanding 0 and 706,243 shares at September 30, 2023, and December 31, 2022, respectively — — — Series B-3 preferred stock, $0.001 par value per share. Issued and outstanding 0 and 0 shares at September 30, 2023, and December 31, 2022, respectively — 39,858 — Total convertible preferred stock $ — $ 203,974 $ 164,006 The following table summarizes activity in convertible preferred stock in the nine months ended September 30, 2023, and 2022. Series Balance at Issuances Retirements / Conversions Balance at Series A-1 $ 6,065 $ — $ (6,065) $ — Series A-2 8,976 — (8,976) — Series A-3 10,611 — (10,611) — Series A-4 1,993 — (1,993) — Series A-5 12,858 — (12,858) — Series A-6 15,476 — (15,476) — Series B 84,528 109 (84,637) — Series B-1 23,499 1 (23,500) — Series B-2 — — — — Series B-3 — 39,858 (39,858) — Total convertible preferred stock $ 164,006 $ 39,968 $ (203,974) $ — Series Balance at Issuances Balance at Series A-1 $ 6,065 $ — $ 6,065 Series A-2 8,976 — 8,976 Series A-3 10,611 — 10,611 Series A-4 1,993 — 1,993 Series A-5 12,858 — 12,858 Series A-6 15,476 — 15,476 Series B 84,528 — 84,528 Series B-1 20,000 3,499 23,499 Total convertible preferred stock $ 160,507 $ 3,499 $ 164,006 Warrants to purchase convertible preferred stock at September 30, 2023, and December 31, 2022, are as follows: Series September 30, December 31, Series A-5 preferred stock, $17.81 exercise price — 4,213 Series A-6 preferred stock, $20.23 exercise price — 5,190 Series B preferred stock, $0.41 exercise price — 36,707 Series B-3 preferred stock, $2.03 exercise price — 2,824,974 Total warrants — 2,871,084 The following table summarizes activity in warrants to purchase preferred stock in the nine months ended September 30, 2023. There was no activity in the nine months ended September 30, 2022. Series Balance at Exercises Issuances Retirements / Conversions Balance at Series A-5 4,213 — — (4,213) — Series A-6 5,190 — — (5,190) — Series B 36,707 (11,123) — (25,584) — Series B-3 2,824,974 (4,771,642) 2,595,777 (649,109) — The Series A-5 and A-6 warrants were retired at the Closing Date as they were out-of-the money. The Series B and B-3 warrants were net-converted to shares of Legacy TriSalus Common Stock, then exchanged for shares of our Common Stock at the Closing Date. The rights associated with the Legacy TriSalus Preferred Stock are described in our December 31, 2022, financial statements included in MTAC's definitive proxy statement filed with the SEC on July 18, 2023. October 2022 Financing In early October 2022, we sold 706,243 shares of Series B-2 preferred stock in a private financing, primarily to existing stockholders, at a price of $14.16 per share, raising approximately $9,755 in net proceeds (the “B-2 Preferred Stock Financing”). For each share sold, we also issued a warrant to purchase four shares of Series B-3 preferred stock (with total warrants issued being for 2,824,974 shares of Series B-3 preferred stock) with a strike price of $2.03 per share. The B-2 Preferred Stock Financing included, at our audit committee’s option, a second tranche for the sale of up to 518,854 shares of Series B-2 preferred stock for $7,347 (which could be increased up to $10,000 through the sale of additional shares), with each such share of Series B-2 preferred stock accompanied by a warrant to purchase four shares of Series B-3 preferred stock at a strike price of $2.03 per share, for a total of 2,075,417 shares of Series B-3 preferred stock, and a third tranche, at the election of investors who participated in the second tranche, for the sale of up to 306,053 shares of Series B-2 preferred stock for $4,334 (which could be increased up to an aggregate of 353,121 shares of Series B-2 preferred stock for approximately $5,000 through the sale of additional shares of Series B-2 preferred stock), with each such share of Series B-2 preferred stock accompanied by a warrant to purchase eight shares of Series B-3 preferred stock at a strike price of $2.03 per share, for a total of 2,448,428 shares of Series B-3 preferred stock. Investors can elect to not participate in the second tranche, and thereby give up their rights to participate in the third tranche, but such election would cause all of their shares of Series B-2 preferred stock and Series B-3 preferred stock to immediately convert to common stock and any warrants to purchase Series B-3 preferred stock to convert to warrants to purchase common stock. As a result of the issuance of the Series B-2 preferred stock, accompanying warrants to purchase Series B-3 preferred stock, and the second and third tranche rights and obligations, the anti-dilution feature of all prior issued preferred stock series was triggered. In accordance with the anti-dilution rights in the Company’s certificate of incorporation, and in connection with the initial closing of the B-2 Preferred Stock Financing, the conversion prices of the Company’s preferred stock (i) were adjusted to $1.06 for Series A-1 preferred stock, $0.33 for Series A-2 preferred stock, $0.37 for Series A-3 preferred stock, $0.34 for Series A-4 preferred stock, $0.37 for Series A-5 preferred stock, $0.42 for Series A-6 preferred stock, $0.26 for Series B preferred stock, and $0.30 for Series B-1 preferred stock and (ii) set to $0.35 for Series B-2 preferred stock and $0.05 for Series B-3 preferred stock, which correlate to approximate (in each case rounded to three decimals) exchange ratios of 1.155 to 1 for Series A-1 preferred stock, 1.173 to 1 for Series A-2 preferred stock, 1.162 to 1 for Series A-3 preferred stock, 1.165 to 1 for Series A-4 preferred stock, 1.189 to 1 for Series A-5 preferred stock, 1.190 to 1 for Series A-6 preferred stock, 1.154 to 1 for Series B preferred stock, 1.167 to 1 for Series B-1 preferred stock, 1 to 1 for Series B-2 preferred stock and 1 to 1 for Series B-3 preferred stock. We offered the Series B-2 preferred stock to all of our existing preferred stockholders (representing approximately 99.2% of our then-outstanding shares on an as-converted to common stock basis) to continue to fund our operations through the expected period for completing the Business Combination (see Note 11), including expenses expected to be incurred in connection with the Business Combination and readying ourselves to be a public company. Board members, executives and other employees who participated in the B-2 Preferred Stock Financing did so under the same terms as other holders who do not provide services. As such, the Company concluded the B-2 Preferred Stock Financing was not compensatory and is not within the scope of ASC Topic 718, Compensation — Stock Compensation . The warrants to purchase Series B-3 preferred stock (“Series B-3 Warrants”) represent freestanding financial instruments that should be recognized as a liability as we are required to deliver puttable shares upon exercise of the warrants, which may be ultimately settled for cash due to the in-substance redemption feature, as described above. Similarly, the combined rights and obligations for the second and third tranches for Series B-2 preferred stock (“Series B-2 Tranche Liability”) represents a freestanding financial instrument that should be classified as a liability under ASC 480 as, (i) the decision to exercise the tranche is outside of our control, as holders of Series B-2 preferred stock represent a majority of our Audit Committee (which, pursuant to the financing agreements for the B-2 Preferred Stock Financing determines whether to call the second tranche), and (ii) the Company is required to deliver puttable shares upon execution of the tranches rights and obligations, which may be ultimately settled in cash. Both the Series B-3 Warrants and the Series B-2 Tranche Liability are classified as liabilities and are presented on the accompanying Condensed Consolidated Balance Sheets at their estimated fair values at each reporting date and immediately prior to settlement with the resulting change in fair value recognized in earnings. 2023 Financing In January through September 2023, holders of warrants to purchase 4,771,642 shares of Series B-3 preferred stock exercised their purchase rights, for proceeds of approximately $9,630. In addition, $25,409 of warrant liabilities was transferred to Series B-3 preferred stock. Also, holders of warrants to purchase 11,123 shares of Series B preferred stock exercised their purchase rights, for proceeds of $4, plus the transfer of warrant liabilities of $106 to Series B preferred stock. In March 2023, we effectuated closings (“Second Tranche Closings”) of a portion of the second tranche of the B-2 Preferred Stock Financing whereby (i) 207,541 shares of Series B-2 preferred stock and accompanying warrants to purchase 830,167 shares of Series B-3 preferred stock, representing 40% of the shares committed in the second tranche, were sold for an aggregate purchase price of approximately $2,932, net of execution costs, and (ii) 17,656 shares of Series B-2 preferred stock and accompanying warrants to purchase 70,624 shares of Series B-3 preferred stock, none of which were shares committed in the second tranche, were sold for an aggregate purchase price of $250. As a result of the closings of a portion of the second tranche of the B-2 Preferred Stock Financing described above, in accordance with the anti-dilution rights in the Company’s certificate of incorporation, the conversion prices of the Company’s preferred stock were adjusted. The conversion prices were further adjusted as a result of the June 2023 exercise of a portion of the second tranche of the B-2 Preferred Stock Financing described below, which represent the conversion prices in effect on the Closing Date. In May 2023, we amended the Series B-2 preferred stock agreement and warrant agreement to purchase Series B-3 preferred stock to extend the expiration date for the second tranche from February 28, 2023, to May 31, 2023. In June 2023, we effectuated closings of a portion of the second tranche of the B-2 Preferred Stock Financing whereby (i) 257,779 shares of Series B-2 preferred stock and accompanying warrants to purchase 1,031,116 shares of Series B-3 preferred stock, representing approximately 49.7% of the shares committed in the second tranche, were sold for an aggregate purchase price of approximately $3,650, and (ii) 165,967 shares of Series B-2 preferred stock and accompanying warrants to purchase 663,868 shares of Series B-3 preferred stock, none of which were shares committed in the second tranche, were sold for an aggregate purchase price of $2,350. As a result of the closings of a portion of the second tranche of the B-2 Preferred Stock Financing described above, in accordance with the anti-dilution rights in the Company’s certificate of incorporation, the conversion prices of the Company’s preferred stock (i) were adjusted to $38.84 for Series A-1 preferred stock, $12.14 for Series A-2 preferred stock, $13.36 for Series A-3 preferred stock, $12.55 for Series A-4 preferred stock, $13.36 for Series A-5 preferred stock, $14.97 for Series A-6 preferred stock, $9.71 for Series B preferred stock, and $10.93 for Series B-1 preferred stock and (ii) remained the same for Series B-2 preferred stock $14.16 and Series B-3 preferred stock $2.03, which correlate to approximate (in each case rounded to three decimals) exchange ratios of 1.275 to 1 for Series A-1 preferred stock, 1.290 to 1 for Series A-2 preferred stock, 1.303 to 1 for Series A-3 preferred stock, 1.277 to 1 for Series A-4 preferred stock, 1.333 to 1 for Series A-5 preferred stock, 1.351 to 1 for Series A-6 preferred stock, 1.250 to 1 for Series B preferred stock, 1.296 to 1 for Series B-1 preferred stock, 1 to 1 for Series B-2 preferred stock and 1 to 1 for Series B-3 preferred stock. These conversion prices remained in effect at the Closing Date. Any portion of the Series B-3 Warrants that remained unexercised at the time the Business Combination is consummated were automatically net settled for shares of Legacy TriSalus Common Stock immediately prior to the closing of the Business Combination (see Note 3) and exchanged into shares of our Common Stock at the Closing Date. The fair value of the Series B-3 Warrants as of December 31, 2022, was determined using a probability-weighted expected outcome model whereby the following two scenarios were probability-weighted based on the Company’s expectation of each occurring: (1) a status quo scenario whereby the Company would continue as a private company and (2) a scenario where the Business Combination would close. The fair value of the Series B-3 Warrants as of August 10, 2023, was determined solely using the scenario where the Business Combination would close. Under the status quo scenario, the Series B-3 Warrants, including warrants to be issued under the second and third tranches, were valued using the Black-Scholes model. The fair value of the Series B-2 Tranche Liability was determined using a Binomial Tranche Model. Both models incorporated the following significant assumptions for the respective valuation dates: December 31, Series B-2 preferred stock fair value per share $14.97 Series B-2 preferred stock exercise price per share $14.16 Series B-3 preferred stock fair value per share $3.24 Series B-3 Warrants exercise price per share $2.03 Volatility 50.0% – 65.0% Risk free rate 4.0% – 4.7% Series B-2 Tranche Liability expected term 0.2 – 0.4 years Series B-3 Warrants expected term 5.8 – 6.0 years Expected dividends — The fair value of the underlying shares of Series B-2 preferred stock and the Series B-3 Warrants used in these models were derived from estimates of the Company’s equity fair value using the Guideline Public Company Method, specifically revenue multiples of comparable public companies were multiplied by the Company’s forecasted 2023 and 2024 revenue. The valuation of Series B-3 Warrants under the Business Combination scenario incorporates an estimate of the fair value of the underlying Series B-3 preferred stock upon the close of the Business Combination of $9.31 and $10.93 per share, as of August 10, 2023, and December 31, 2022, respectively, which is based upon the enterprise value stated in the Merger Agreement of $220,000 allocated to all outstanding shares of preferred stock, warrants to purchase preferred stock, and common stock on an as-if converted basis, and for the December 31, 2022 valuation, discounted at 30% from the expected Business Combination Closing Date. The Business Combination scenario as of August 10, 2023, and December 31, 2022, assumed there would be no additional exercises of the second and third tranches, and thus no value was assigned to the outstanding tranche rights and obligations, as the Company would not exercise its right to call the remaining second tranche. The fair value of the Series B-3 Warrant Liabilities at issuance resulting from the completion of the Second Tranche Closings was estimated at $14,701. The excess of the warrant liability’s fair value compared to the proceeds received in the Second Tranche Closings resulted in a charge to loss on equity issuance in the Condensed Consolidated statements of operations of $4,171 for the nine months ended September 30, 2023. |
Net Loss per Share
Net Loss per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Net Loss per Share Basic net loss attributable to common stockholders per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. During periods where we might earn net income, we would allocate to participating securities a proportional share of net income determined by dividing total weighted-average participating securities by the sum of the total weighted-average common shares and participating securities (the “two-class method”). Our preferred stock participates in any dividends declared by us and are therefore considered to be participating securities. Participating securities have the effect of diluting both basic and diluted earnings per share during periods of income. During periods where we incurred net losses, we allocate no loss to participating securities because they have no contractual obligation to share in our losses. We computed diluted loss per common share after giving consideration to the dilutive effect of stock options and warrants that are outstanding during the period, except where such nonparticipating securities would be antidilutive. Because we have reported net losses for the nine-month periods ended September 30, 2023 and 2022, diluted net loss per common share is the same as basic net loss per common share for those periods. The following potentially dilutive securities (in common stock equivalent shares) have been excluded from the computation of diluted weighted-average shares outstanding because such securities have an antidilutive impact due to losses reported: September 30, 2023 2022 Preferred stock 4,015,002 11,624,155 Preferred stock warrants — 46,111 Common stock warrants 14,266,605 — Restricted stock units 184,018 — Options to purchase common stock 2,632,206 1,710,860 21,097,831 13,381,126 As described in Note 9, the triggering of the anti-dilution feature resulting from the closing of the second tranche of the Initial Preferred Stock Financing decreased the conversion prices applicable to all outstanding shares for previously issued preferred stock. As a result, a deemed dividend to the preferred stockholders of $2,981 was recorded as an increase in the net loss attributable to common stockholders reflected in our unaudited Condensed Consolidated Statements of Operations for the nine months ended September 30, 2023. The deemed dividend increased the net loss per common share by $0.72 for the nine months ended September 30, 2023. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based CompensationWe currently maintain the 2023 Equity Incentive Plan (the “2023 Plan”), which our Board of Directors and stockholders approved in connection with the Business Combination for purposes of granting equity-based incentive awards to our employees and consultants, including our executive officers and directors. Prior to the Business Combination, TriSalus granted equity incentive awards under the 2009 Amended and Restated Equity Incentive Plan (the “2009 Plan”). The 2009 Plan will not be used following the Business Combination. However, any awards granted under the 2009 Plan remain subject to the terms of the 2009 Plan and the applicable award agreement. Historically, we have used options as an incentive for long-term compensation to our executive officers because options allow our executive officers to realize value from this form of equity compensation only if the value of the underlying equity securities increase relative to the option’s exercise price, which exercise price is set at the fair market value of the underlying equity securities on the grant date. Under the 2023 Plan, the Company’s Board may grant equity-based incentive awards to employees, consultants and other service providers of the Company and its affiliates within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. Initially, 5,585,008 shares were authorized under the 2023 Plan. In addition, the share reserve will automatically increase on January 1 of each year for a period of 10 years, commencing on January 1, 2024, and ending on January 1, 2033, in an amount equal to (1) five percent of the total number of shares of the fully diluted Common Stock determined on December 31 of the preceding year, or (2) a lesser number of shares of Common Stock determined by our Board prior to January 1 of a given year. During the nine months ended September 30, 2023, we granted 1,179,480 options with a weighted average fair value of $2.66, and 184,018 restricted stock units with a weighted average fair value of $2.43. As of September 30, 2023, the balances under the two plans are below. September 30, 2023 Authorized Outstanding Available for Issue 2009 Plan 1,915,724 1,915,724 — 2023 Plan 5,585,008 900,500 4,684,508 Total 7,500,732 2,816,224 4,684,508 As of September 30, 2023, we had unrecognized compensation expense of $250 and $337, respectively, for options and RSUs granted under the 2009 Plan, and $3,002 for options granted under the 2023 Plan. Our Board, or a duly authorized committee thereof, administers the 2023 Plan. Our Board may also delegate to one or more of our officers the authority to, among other things, (1) designate employees (other than officers) to receive specified stock awards and (2) determine the number of shares subject to such stock awards. Under the 2023 Plan, the Board has the authority to determine award recipients, grant dates, the numbers and types of stock awards to be granted, the applicable fair market value and exercise price, and the provisions of each stock award, including the exercise period and the vesting schedule applicable to a stock award, subject to the limitations of the 2023 Plan. |
Dynavax Purchase
Dynavax Purchase | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Dynavax Purchase | Dynavax Purchase In July 2020, we purchased all of the intellectual property and trial drug substance for SD-101 from Dynavax Technologies (“Dynavax”). We did not acquire any equity in Dynavax, nor any production facilities or personnel; this was a purchase of in-process research and development (“IPR&D”). SD-101, an investigational agent in development, is a toll-like receptor 9 (“TLR9”) agonist which is believed to bind to the TLR9 receptors found on suppressive immune cells including myeloid-derived suppressor cells (“MDSCs”) and antigen-presenting immune cells. Toll-like receptors play a key role in the innate immune system and create a bridge to adaptive immunity. It is believed that activating TLR9 primes immune cells to promote anti-tumor T cell function. We believe that SD-101, when delivered using our PEDD devices, can improve therapeutic distribution to solid tumors and improve outcomes for liver metastases and pancreatic cancer. We initiated a clinical study to evaluate SD-101 for the treatment of uveal melanoma liver metastases in September 2021, and initiated an additional study, for primary liver tumors, in March 2022. Payments under the Dynavax purchase agreement consist of: (a) one upfront payment of $9,000 that was split into two payments ($5,000 and $4,000, paid in July and December 2020, respectively), (b) milestone payments upon the achievement of certain development and commercial milestones, and (c) royalty payments based on aggregate annual net sales after SD-101 receives FDA approval to be sold. The milestone payments range from $1,000 to $10,000, triggered by development achievements for each of up to four indications. The development milestone payments cannot exceed $170,000. We have made milestone payments of $1,000 in September 2021, after initiating our clinical study of uveal melanoma liver metastases, June 2022, after initiating our clinical study for primary liver tumors, and August 2023, after initiating our clinical study for pancreatic cancer. In addition, we will have to pay up to four commercial milestones, $10,000 upon first commercial sale of the product; $20,000 upon the first occurrence of $250,000 in annual net sales; $20,000 upon the first occurrence of $500,000 in annual net sales; and $30,000 upon the first occurrence of $1,000,000 in annual net sales. In aggregate, the commercial milestones shall not exceed $80,000. We will also pay annual royalties at the rate of 10% for aggregate annual net sales less than or equal to $1,000,000 and 12% for aggregate annual net sales above that amount. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies From time to time, we may have certain contingent liabilities, including litigation, which arise in the ordinary course of its business activities. We accrue contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. In the opinion of management, there are no pending claims for which the outcome is expected to result in a material adverse effect on our consolidated financial position, results of operations, or cash flows. Pursuant to the Amended and Restated Registration Rights Agreement, subject to certain requirements and customary conditions, the Company also grants piggyback registration rights and demand registration rights to the parties thereto, will pay certain expenses related to such registrations and will indemnify the parties thereto against certain liabilities related to such registrations. The Company’s registration obligations under the Amended and Restated Registration Rights Agreement will terminate with respect to any party thereto on the date that such party no longer holds any Registrable Securities (as defined in the Amended and Restated Registration Rights Agreement). The Amended and Restated Registration Rights Agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. We are not a party to any legal proceedings and we are not aware of any claims or actions pending or threatened against us. In the future, we might from time to time become involved in litigation relating to claims arising from our ordinary course of business. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2022, included in MTAC's Proxy Statement/Prospectus filed with the SEC on July 18, 2023. Certain information and footnote disclosures, including significant accounting policies, normally included in fiscal year financial statements prepared in accordance with accounting principles generally accepted in the U.S. ("GAAP”) have been condensed or omitted. The Condensed Consolidated Balance Sheets as of December 31, 2022, was derived from the audited financial statements. We do not have any activity that would be reported on a Statement of Comprehensive Income. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted CashWe consider all highly liquid investments with original maturities of three months or less at time of purchase to be cash equivalents. We invest excess cash primarily in money market funds. At September 30, 2023, we had $8,617 invested in a money market fund, which is is a Level 1 instrument. |
Accounts Receivable | Accounts ReceivableAccounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. We periodically review our allowance for doubtful accounts and establish reserves based on management’s expectations of realization based on historical write-off experience, as well as current general economic conditions and expectations regarding collection. Account balances are charged against the allowance after all reasonable means of collection have been exhausted and the potential for recovery is considered remote. |
Inventory | InventoryInventory is carried at the lower of cost or net realizable value. The balance includes the cost of raw material, and finished goods — including direct labor and manufacturing overhead — and is recorded on the first-in-first-out method. Write-downs for excess and obsolete inventory are charged to cost of goods sold in the period when conditions giving rise to the write-downs are first recognized. Valuation reserves are recorded when, in our best judgment, we determine the carrying value of the affected inventory may be impaired or its cost exceeds its net realizable value. |
Property and Equipment | Property and EquipmentProperty and equipment are recorded at cost. Repairs and maintenance costs are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which range from 2 to 7 years. Leasehold improvements are amortized on a straight-line basis over the lesser of estimated useful lives or the lease term. |
Impairment and Disposal of Long-Lived Assets | Impairment and Disposal of Long-Lived AssetsWe review long-lived assets and intangible assets (principally patents) for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is generally measured by a comparison of the carrying amount of the asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the estimated fair values of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell. |
Leases | Leases We account for leases in accordance with Accounting Standards Codification (“ASC”) Topic 842, Leases . We determine if an arrangement is or contains a lease at contract inception, and, if it does, the lease is recorded on the Condensed Consolidated Balance Sheets with right-of-use assets (“ROU”) representing the Company’s right to use an underlying asset for the lease term and lease liabilities representing our obligation to make lease payments. Lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Lease ROU assets also include the effect of any lease payments made prior to or on lease commencement and excludes lease incentives and initial direct costs incurred, as applicable. As the implicit rate in our leases is typically unknown, we use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments. When calculating our incremental borrowing rates, we consider our credit risk, the term of the lease, and total lease payments and adjusts for the impacts of collateral as necessary. The lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense is recognized on a straight-line basis over the lease term. We have elected to not separate lease and non-lease components for any leases within our existing classes of assets and, as a result, account for any lease and non-lease components as a single lease component. We have also elected not to apply the recognition requirement for leases with a term of 12 months or less. We recognize an ROU asset and a lease liability at the lease commencement date. For operating and finance leases, the lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date. The lease liability is subsequently measured at amortized cost using the effective-interest method. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For finance leases, the ROU asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the lease term unless the lease transfers ownership of the underlying asset to the Company or the Company is reasonably certain to exercise an option to purchase the underlying asset. In those cases, the ROU asset is amortized over the useful life of the underlying asset. Amortization of the ROU asset is recognized and presented separately from interest expense on the lease liability. Finance lease ROU assets are presented with property and equipment, net in the Condensed Consolidated Balance Sheets. |
Warrant and Tranche Liabilities / Contingent Earnout Liability | Warrant and Tranche Liabilities Freestanding financial instruments that permit the holder to acquire shares that are either puttable by the holder, redeemable or contingently redeemable are required to be reported as liabilities in the financial statements. We present such liabilities on the Condensed Consolidated Balance Sheets at their estimated fair values. Changes in fair value of the liability are calculated each reporting period, and any change in value is recognized in the Condensed Consolidated Statements of Operations. Historically, we have determined that the warrants issued to investors and lenders which are exercisable for shares of our Series B-3 convertible preferred stock, should be classified as liabilities due to contingent redemption features of the underlying convertible preferred stock. See Note 9 for further discussion. We determined that both the public and private placement warrants do not meet the criteria to be equity classified and should be recorded as liabilities. Our analysis concluded liability classification under ASC 815, Derivatives and Hedging , as these warrants include a provision that could allow cash settlement upon an event outside the control of the Company, and such event may not result in a change in control of the Company. In addition, the private placement warrants include a feature that can require an adjustment of the exercise price in certain circumstances after a change of control. As a result, the Private and Public Warrants do not meet the criteria for equity classification. See Note 9 for further discussion. The Series B-2 Preferred Stock Financing (as described in Note 11) included second and third tranche rights and obligations to investors who participated in the initial B-2 Preferred Stock Financing round. We offered the Series B-2 preferred stock to all of our preferred stockholders at the time of the initial B-2 Preferred Stock Financing round (representing approximately 99.2% of our then-outstanding shares on an as-converted to common stock basis). The second and third tranche rights and obligations were exercisable into shares of our convertible preferred stock at a specified future date. The second and third tranche rights and obligations are considered freestanding financial instruments, and are classified as liabilities under ASC 480. See Note 11 for further discussion. (h) Contingent Earnout Liability |
Use of Estimates | Use of EstimatesThe preparation of the consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. The most significant estimates relate to the valuation of earnout, warrant and tranche liabilities, and the valuation allowance on deferred tax assets. |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentrations of Credit Risk and Other Risks and UncertaintiesOur cash and cash equivalents are deposited primarily with two financial institutions and one investment institution. At times, the deposits in these institutions may exceed the amount of insurance provided on such deposits. We have not experienced any losses in such accounts and believe that we are not exposed to any significant risk on these balances. |
Share-Based Compensation | Share-Based Compensation We account for all employee and non-employee share-based compensation awards by recording expense based on the estimated fair value of the awards at the time of grant using the Black-Scholes-Merton option valuation model (“Black-Scholes”). The determination of fair value using an option-pricing model is affected by the estimated fair value of the Company’s stock, as well as assumptions regarding a number of variables including, but not limited to, the fair value of underlying stock at the grant date, expected volatility of the underlying stock over the term of the awards, projected employee stock option exercise behaviors, and risk-free interest rates. We have elected to not include an estimated forfeiture rate in our share-based compensation expense recognition, in accordance with ASC Topic 718, Compensation — Stock Compensation , and we account for forfeitures in the period in which they occur. The estimated fair value of options granted is recognized as compensation expense on a straight-line basis over the expected life for each separately vesting portion of the awards. The fair value of options granted to non-employees is periodically reevaluated and adjusted to current fair value. |
Segment Reporting | Segment Reporting We have determined, in accordance with ASC Topic 280, Segment Reporting , that we operate under one operating segment, and therefore one reportable segment, TriSalus. Our Chief Executive Officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of assessing performance and allocation resources. All of our long-lived assets, and all of our customers, are located in the United States. |
Revenue Recognition | Revenue Recognition Our revenue is derived from the shipments of our PEDD infusion systems to our customers. Our customers are generally comprised of hospitals, clinics and physicians. Under ASC Topic 606, Revenue Recognition , we evaluate five steps to determine the appropriate timing and amount to recognize revenue. The five steps are: (a) Identify the contract — We do not maintain long-term contracts with our customers. Typically, customers will submit a purchase order to us for delivery of a quantity of our products, which incorporate enforceable rights and obligations constituting the contract with the customer. (b) Identify the performance obligation — Our performance obligation is to deliver the ordered products in accordance with the terms of the purchase order, which constitutes a single performance obligation. We do not have any on-going service obligation after delivery. (c) Determine the transaction price — We maintain a single sales price for each of our products, which is generally fixed. We do not have a history of any significant refunds, allowances or other concessions provided to our customers from the agreed-upon sales price after delivery of the product. (d) Allocate the transaction price – We do not have multiple performance obligations to complete when we fulfill a purchase order, therefore, the transaction price is fully allocated to the units being sold. (e) Recognize revenue – We recognize revenue at the point‐in‐time when the units for a purchase order have been shipped and control of the units has transferred to the customer, as evidenced by the delivery terms on the shipping documents. Typically, we ship Ex Works, so we recognize revenue when the shipment leaves our premises. In a small number of cases, the purchase order specifies alternate shipping terms, usually DAP (delivery at place). In those cases, we defer revenue recognition until we are assured the units have been delivered and control has transferred to the customer. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments . Current GAAP requires an “incurred loss” methodology for recognizing credit losses that delays recognition until it is probable a loss has been incurred. ASU 2016-13 replaces the current incurred loss methodology for credit losses and removes the thresholds that companies apply to measure credit losses on financial statements measured at amortized cost, such as loans, receivables, and held-to-maturity debt securities with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to form credit loss estimates. The determination of the allowance for credit losses under the new standard would typically be based on evaluation of a number of factors, including, but not limited to, general economic conditions, payment status, historical collection patterns and loss experience, financial strength of the borrower, and nature, extent and value of the underlying collateral. For smaller reporting companies, ASU 2016-13 is effective for fiscal years and for interim periods within those fiscal years beginning after December 15, 2022. It requires a cumulative effect adjustment to the balance sheet as of the beginning of the first reporting period in which the guidance is effective. We adopted ASU 2016-13 on January 1, 2023. The effect of the adoption had an immaterial impact on our condensed consolidated financial statements. |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Changes in Fair Value of Outstanding Warrant and Tranche Liabilities | The following tables summarize the changes in fair value of our outstanding earnout liability in the nine months ended September 30, 2023. The warrant and earnout liability were not present in the nine months ended September 30, 2022. Level 3 Fair Value at Change in Issuances Net Transfer Fair Value at Contingent earnout liability $ — $ (19,904) $ 28,927 $ — $ 9,023 The following tables summarize the changes in fair value of our outstanding warrant and tranche liabilities measured using Level 3 inputs in the nine months ended September 30, 2023 and 2022: Level 3 Fair Value at Change in Issuances Net Transfer Fair Value at Warrant liability $391 $(19) $— $— $372 Level 3 Fair Value at Change in Issuances Net Transfer Fair Value at Warrant liability $ 369 $ — $ (369) $ — $ — Series B-2 tranche liabilities $ 4,702 $ (3,200) $ (1,502) $ — $ — Series B-3 Warrant liabilities $ 15,819 $ (311) $ (15,508) (1) $ — $ — (1) This amount includes settlements of $25,409, and final net exercise of $4,800, transferred to convertible preferred stock, offset by issuances of $14,701 |
Cash, cash equivalents and re_2
Cash, cash equivalents and restricted cash (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash and Cash Equivalents | Cash, cash equivalents and restricted cash, as presented in the Condensed Consolidated Statements of Cash Flows, consisted of the following: September 30, December 31, Cash and cash equivalents $ 21,383 $ 9,414 Restricted cash (included in Other assets) 250 250 Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows $ 21,633 $ 9,664 |
Schedule of Restricted Cash | Cash, cash equivalents and restricted cash, as presented in the Condensed Consolidated Statements of Cash Flows, consisted of the following: September 30, December 31, Cash and cash equivalents $ 21,383 $ 9,414 Restricted cash (included in Other assets) 250 250 Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows $ 21,633 $ 9,664 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Summary of Components of Inventory | The components of inventory are summarized as follows: September 30, December 31, Raw materials $ 289 $ 753 Finished goods 1,340 718 Inventory, net $ 1,629 $ 1,471 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued Liabilities consists of the following: September 30, December 31, Accrued liabilities $ 3,404 $ 2,905 Accrued bonus 2,706 2,896 Accrued vacation 475 329 Accrued payroll 15 247 Total accrued liabilities $ 6,600 $ 6,377 |
Contingent Earnout Liability (T
Contingent Earnout Liability (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Fair Value Measurement Inputs and Valuation Techniques | Assumptions used in the valuation are described below: September 30, August 10, Current stock price $ 5.12 $ 11.34 Expected share price volatility 65.0 % 65.0 % Risk-free interest rate 4.6 % 4.2 % Expected term (years) 4.9 5 Estimated dividend yield — % — % December 31, Series B-2 preferred stock fair value per share $14.97 Series B-2 preferred stock exercise price per share $14.16 Series B-3 preferred stock fair value per share $3.24 Series B-3 Warrants exercise price per share $2.03 Volatility 50.0% – 65.0% Risk free rate 4.0% – 4.7% Series B-2 Tranche Liability expected term 0.2 – 0.4 years Series B-3 Warrants expected term 5.8 – 6.0 years Expected dividends — |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Warrants Outstanding | Warrants outstanding at September 30, 2023, and December 31, 2022, are as follows: September 30, December 31, Public Warrants 8,333,272 — Private Placement Warrants 5,933,333 — Series B-3 Warrants — 15,819,000 Total warrants 14,266,605 15,819,000 Warrants to purchase convertible preferred stock at September 30, 2023, and December 31, 2022, are as follows: Series September 30, December 31, Series A-5 preferred stock, $17.81 exercise price — 4,213 Series A-6 preferred stock, $20.23 exercise price — 5,190 Series B preferred stock, $0.41 exercise price — 36,707 Series B-3 preferred stock, $2.03 exercise price — 2,824,974 Total warrants — 2,871,084 The following table summarizes activity in warrants to purchase preferred stock in the nine months ended September 30, 2023. There was no activity in the nine months ended September 30, 2022. Series Balance at Exercises Issuances Retirements / Conversions Balance at Series A-5 4,213 — — (4,213) — Series A-6 5,190 — — (5,190) — Series B 36,707 (11,123) — (25,584) — Series B-3 2,824,974 (4,771,642) 2,595,777 (649,109) — |
Preferred Stock (Tables)
Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of Convertible Preferred Stock | Convertible preferred stock at September 30, 2023, August 10, 2023, and December 31, 2022, is as follows: Series September 30, August 10, December 31, Series A-1 preferred stock, $0.001 par value per share. Issued, and outstanding 0 and 131,797 shares at September 30, 2023, and December 31, 2022, respectively $ — $ 6,065 $ 6,065 Series A-2 preferred stock, $0.001 par value per share. Issued, and outstanding 0 and 576,126 shares at September 30, 2023, and December 31, 2022, respectively — 8,976 8,976 Series A-3 preferred stock, $0.001 par value per share. Issued, and outstanding 0 and 612,822 shares at September 30, 2023, and December 31, 2022, respectively — 10,611 10,611 Series A-4 preferred stock, $0.001 par value per share. Issued, and outstanding 0 and 127,787 shares at September 30, 2023, and December 31, 2022, respectively — 1,993 1,993 Series A-5 preferred stock, $0.001 par value per share. Issued and outstanding 0 shares at September 30, 2023;authorized 734,533, issued and outstanding 730,320 and December 31, 2022 — 12,858 12,858 Series A-6 preferred stock, $0.001 par value per share. Issued and outstanding 0 shares at September 30, 2023; authorized 805,848, issued and outstanding 800,657 at December 31, 2022 — 15,476 15,476 Series B preferred stock, $0.001 par value per share. Issued and outstanding 0 shares at September 30, 2023; authorized 7,021,678, issued and outstanding 6,984,971 at December 31, 2022, respectively — 84,637 84,528 Series B-1 preferred stock, $0.001 par value per share. Issued, and outstanding 0 shares at September 30, 2023, authorized, issued and outstanding 1,659,672 at and December 31, 2022 — 23,500 23,499 Series B-2 preferred stock, $0.001 par value per share. Issued and outstanding 0 and 706,243 shares at September 30, 2023, and December 31, 2022, respectively — — — Series B-3 preferred stock, $0.001 par value per share. Issued and outstanding 0 and 0 shares at September 30, 2023, and December 31, 2022, respectively — 39,858 — Total convertible preferred stock $ — $ 203,974 $ 164,006 The following table summarizes activity in convertible preferred stock in the nine months ended September 30, 2023, and 2022. Series Balance at Issuances Retirements / Conversions Balance at Series A-1 $ 6,065 $ — $ (6,065) $ — Series A-2 8,976 — (8,976) — Series A-3 10,611 — (10,611) — Series A-4 1,993 — (1,993) — Series A-5 12,858 — (12,858) — Series A-6 15,476 — (15,476) — Series B 84,528 109 (84,637) — Series B-1 23,499 1 (23,500) — Series B-2 — — — — Series B-3 — 39,858 (39,858) — Total convertible preferred stock $ 164,006 $ 39,968 $ (203,974) $ — Series Balance at Issuances Balance at Series A-1 $ 6,065 $ — $ 6,065 Series A-2 8,976 — 8,976 Series A-3 10,611 — 10,611 Series A-4 1,993 — 1,993 Series A-5 12,858 — 12,858 Series A-6 15,476 — 15,476 Series B 84,528 — 84,528 Series B-1 20,000 3,499 23,499 Total convertible preferred stock $ 160,507 $ 3,499 $ 164,006 |
Schedule of Warrants Outstanding | Warrants outstanding at September 30, 2023, and December 31, 2022, are as follows: September 30, December 31, Public Warrants 8,333,272 — Private Placement Warrants 5,933,333 — Series B-3 Warrants — 15,819,000 Total warrants 14,266,605 15,819,000 Warrants to purchase convertible preferred stock at September 30, 2023, and December 31, 2022, are as follows: Series September 30, December 31, Series A-5 preferred stock, $17.81 exercise price — 4,213 Series A-6 preferred stock, $20.23 exercise price — 5,190 Series B preferred stock, $0.41 exercise price — 36,707 Series B-3 preferred stock, $2.03 exercise price — 2,824,974 Total warrants — 2,871,084 The following table summarizes activity in warrants to purchase preferred stock in the nine months ended September 30, 2023. There was no activity in the nine months ended September 30, 2022. Series Balance at Exercises Issuances Retirements / Conversions Balance at Series A-5 4,213 — — (4,213) — Series A-6 5,190 — — (5,190) — Series B 36,707 (11,123) — (25,584) — Series B-3 2,824,974 (4,771,642) 2,595,777 (649,109) — |
Fair Value Measurement Inputs and Valuation Techniques | Assumptions used in the valuation are described below: September 30, August 10, Current stock price $ 5.12 $ 11.34 Expected share price volatility 65.0 % 65.0 % Risk-free interest rate 4.6 % 4.2 % Expected term (years) 4.9 5 Estimated dividend yield — % — % December 31, Series B-2 preferred stock fair value per share $14.97 Series B-2 preferred stock exercise price per share $14.16 Series B-3 preferred stock fair value per share $3.24 Series B-3 Warrants exercise price per share $2.03 Volatility 50.0% – 65.0% Risk free rate 4.0% – 4.7% Series B-2 Tranche Liability expected term 0.2 – 0.4 years Series B-3 Warrants expected term 5.8 – 6.0 years Expected dividends — |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive securities (in common stock equivalent shares) have been excluded from the computation of diluted weighted-average shares outstanding because such securities have an antidilutive impact due to losses reported: September 30, 2023 2022 Preferred stock 4,015,002 11,624,155 Preferred stock warrants — 46,111 Common stock warrants 14,266,605 — Restricted stock units 184,018 — Options to purchase common stock 2,632,206 1,710,860 21,097,831 13,381,126 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation Plan Balances | As of September 30, 2023, the balances under the two plans are below. September 30, 2023 Authorized Outstanding Available for Issue 2009 Plan 1,915,724 1,915,724 — 2023 Plan 5,585,008 900,500 4,684,508 Total 7,500,732 2,816,224 4,684,508 |
Nature of Business (Details)
Nature of Business (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 177 Months Ended | |||
Aug. 10, 2023 USD ($) | Jul. 31, 2023 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) product_line $ / shares shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares | |
Nature of Business [Line Items] | |||||||
Number of product lines in development | product_line | 2 | ||||||
Issuance of stock | $ 34,151 | $ 551 | |||||
Proceeds from business combination | $ 36,854 | $ 36,854 | $ 0 | 36,854 | |||
Accumulated deficit | 212,867 | 212,867 | 212,867 | $ 186,358 | |||
Proceeds from the issuance of preferred stock | 9,189 | 3,499 | |||||
Proceeds from exercise of preferred stock warrants | 9,630 | 0 | |||||
Cash proceeds from the exercise of stock options | 94 | $ 73 | |||||
Cash and cash equivalents | $ 21,383 | $ 21,383 | $ 21,383 | $ 9,414 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Purchase agreement period | 24 months | ||||||
Purchase agreement, number of trading days used for measurement of market price | 3 days | ||||||
Purchase agreement, ownership limitation | 0.0499 | 0.0499 | 0.0499 | ||||
Purchase agreement, exchange cap | 0.1999 | 0.1999 | 0.1999 | ||||
Standby Equity Purchase Agreement | |||||||
Nature of Business [Line Items] | |||||||
Sale of stock, authorized amount | $ 30,000 | ||||||
Purchase agreement, maximum shares allowed, percentage of average daily volume | 1 | ||||||
Purchase agreement, number of days used for measurement of average daily trading volume | 10 days | ||||||
Maximum shares of common stock allowed under Purchase Agreement (in shares) | shares | 1,000 | 1,000 | 1,000 | ||||
Purchase agreement, sales price, percentage of market price | 0.96 | 0.96 | 0.96 | ||||
Purchase agreement, sales price, percentage of market price during three consecutive trading days | 0.97 | 0.97 | 0.97 | ||||
Convertible notes and warrants | |||||||
Nature of Business [Line Items] | |||||||
Issuance of stock | $ 44,692 | ||||||
Preferred stock | |||||||
Nature of Business [Line Items] | |||||||
Issuance of stock | $ 164,364 | ||||||
Series B-3 | |||||||
Nature of Business [Line Items] | |||||||
Proceeds from exercise of preferred stock warrants | $ 4,530 |
Accounting Policies (Details)
Accounting Policies (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 USD ($) segment | Aug. 10, 2023 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Percentage of then-outstanding preferred stock on an as-converted to common stock basis | 0.992 | |
Derivative instrument, contingent consideration, liability, earnout period | 5 years | |
Number of operating segments | 1 | |
Number of reportable segments | 1 | |
Fair Value, Inputs, Level 1 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Investments in money market funds | $ | $ 8,617 | |
Minimum | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Property, plant and equipment, useful life | 2 years | |
Maximum | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Property, plant and equipment, useful life | 7 years |
Business Combinations (Details)
Business Combinations (Details) $ / shares in Units, $ in Thousands | 2 Months Ended | 9 Months Ended | 177 Months Ended | |||
Aug. 10, 2023 USD ($) trading_day $ / shares shares | Sep. 30, 2023 USD ($) shares | Sep. 30, 2023 USD ($) shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) shares | Dec. 31, 2022 USD ($) shares | |
Reverse Recapitalization [Line Items] | ||||||
Exchange ratio | shares | 0.02471853 | |||||
Stock converted, reverse recapitalization (in shares) | shares | 21,999,886 | |||||
Proceeds from transaction | $ 42,854 | |||||
Proceeds from MTAC trust account | 2,704 | |||||
Proceeds from private placement | 40,150 | |||||
Expenses related to business combination | 1,742 | $ 1,116 | $ 0 | |||
Proceeds from business combination | 36,854 | $ 36,854 | $ 0 | $ 36,854 | ||
Transaction costs incurred | 6,069 | |||||
Transaction costs paid from proceeds | 4,327 | |||||
MTAC warrants | $ 28,927 | |||||
Common stock, shares outstanding (in shares) | shares | 26,316,681 | 26,316,681 | 26,316,681 | 26,316,681 | 347,926 | |
Options and RSU's outstanding (in shares) | shares | 2,816,224 | 7,500,732 | 7,500,732 | 7,500,732 | ||
Warrants outstanding (in shares) | shares | 14,266,605 | 14,266,605 | 14,266,605 | 14,266,605 | 2,871,084 | |
Sale of stock (in shares) | shares | 4,015,002 | |||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 10 | |||||
Net proceeds on sale of stock | $ 40,150 | |||||
Derivative instrument, contingent consideration, liability, earnout period | 5 years | |||||
Warrant liability | ||||||
Reverse Recapitalization [Line Items] | ||||||
MTAC warrants | $ 5,421 | $ 5,421 | $ 5,421 | $ 369 | ||
Minimum | ||||||
Reverse Recapitalization [Line Items] | ||||||
Earnout period, threshold trading days | trading_day | 20 | |||||
Maximum | ||||||
Reverse Recapitalization [Line Items] | ||||||
Earnout period, threshold consecutive trading days | trading_day | 30 | |||||
Tranche One | ||||||
Reverse Recapitalization [Line Items] | ||||||
Earnout shares vesting percentage | 0.25 | |||||
Earnout shares vesting requirement, weighted average price per share (in dollars per share) | $ / shares | $ 15 | |||||
Tranche Two | ||||||
Reverse Recapitalization [Line Items] | ||||||
Earnout shares vesting percentage | 0.25 | |||||
Earnout shares vesting requirement, weighted average price per share (in dollars per share) | $ / shares | $ 20 | |||||
Tranche Three | ||||||
Reverse Recapitalization [Line Items] | ||||||
Earnout shares vesting percentage | 0.25 | |||||
Earnout shares vesting requirement, weighted average price per share (in dollars per share) | $ / shares | $ 25 | |||||
Tranche Four | ||||||
Reverse Recapitalization [Line Items] | ||||||
Earnout shares vesting percentage | 0.25 | |||||
Earnout shares vesting requirement, weighted average price per share (in dollars per share) | $ / shares | $ 30 | |||||
MedTech Acquisition Corporation | ||||||
Reverse Recapitalization [Line Items] | ||||||
Expenses related to business combination | $ 6,000 | |||||
MTAC Warrants | ||||||
Reverse Recapitalization [Line Items] | ||||||
MTAC warrants | $ 2,568 | |||||
Loss on change in fair value | $ 2,853 | |||||
Gain on change in fair value | $ 660 | |||||
Contingent earnout liability | ||||||
Reverse Recapitalization [Line Items] | ||||||
Shares unvested (in shares) | shares | 3,125,000 |
Financial Instruments - Narrati
Financial Instruments - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Aug. 10, 2023 | Jul. 31, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Derivative liability, noncurrent | $ 28,927 | ||||||||
Warrants outstanding (in shares) | 14,266,605 | 14,266,605 | 14,266,605 | 2,871,084 | |||||
Exercise price of warrants (in dollars per share) | $ 11.50 | ||||||||
Outstanding warrant liabilities | $ 16,188 | ||||||||
Proceeds from exercise of preferred stock warrants | $ 9,630 | $ 0 | |||||||
Warrant liability | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Derivative liability, noncurrent | $ 5,421 | 5,421 | 369 | ||||||
Contingent earnout liability | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Derivative liability, noncurrent | 9,023 | 9,023 | |||||||
Loss on equity issuance | (19,904) | $ 0 | (19,904) | 0 | |||||
Series B-2 tranche liabilities | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Derivative liability, current | 4,702 | ||||||||
Series B-3 Warrant liabilities | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Derivative liability, current | $ 10,047 | $ 4,654 | $ 15,819 | ||||||
Gain on expired warrants | $ (18) | ||||||||
Tranche and warrant liability | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Loss on equity issuance | $ 3,425 | $ 584 | 2,812 | $ 0 | (660) | $ (21) | |||
Public Warrants | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Derivative liability, noncurrent | $ 1,500 | $ 3,166 | $ 3,166 | ||||||
Warrants outstanding (in shares) | 8,333,272 | 8,333,272 | 8,333,272 | ||||||
Exercise price of warrants (in dollars per share) | $ 11.50 | ||||||||
Closing price (in dollars per share) | $ 0.18 | ||||||||
Private Placement Warrants | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Derivative liability, noncurrent | $ 1,068 | $ 2,255 | $ 2,255 | ||||||
Warrants outstanding (in shares) | 5,933,333 | 5,933,333 | 5,933,333 | ||||||
MTAC Warrants | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Derivative liability, noncurrent | $ 2,568 | ||||||||
Series B-3 | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Warrants to purchase Series B-3 preferred stock (in shares) | 2,239,309 | ||||||||
Proceeds from exercise of preferred stock warrants | $ 4,530 |
Financial Instruments - Summary
Financial Instruments - Summary of Changes in Fair Value of Outstanding Warrant and Tranche Liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Contingent earnout liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 0 | |
Change in Unrealized (Gains) Losses | (19,904) | |
Issuances (Settlements) | 28,927 | |
Net Transfer In (Out) of Level 3 | 0 | |
Ending balance | 9,023 | |
Warrant liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 369 | $ 391 |
Change in Unrealized (Gains) Losses | 0 | (19) |
Issuances (Settlements) | (369) | 0 |
Net Transfer In (Out) of Level 3 | 0 | 0 |
Ending balance | 0 | $ 372 |
Series B-2 tranche liabilities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 4,702 | |
Change in Unrealized (Gains) Losses | (3,200) | |
Issuances (Settlements) | (1,502) | |
Net Transfer In (Out) of Level 3 | 0 | |
Ending balance | 0 | |
Series B-3 Warrant liabilities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 15,819 | |
Change in Unrealized (Gains) Losses | (311) | |
Issuances (Settlements) | (15,508) | |
Net Transfer In (Out) of Level 3 | 0 | |
Ending balance | 0 | |
Settlements | 25,409 | |
Final net exercise | 4,800 | |
Issuances | $ 14,701 |
Cash, cash equivalents and re_3
Cash, cash equivalents and restricted cash (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 21,383 | $ 9,414 | ||
Restricted cash (included in Other assets) | 250 | 250 | ||
Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows | $ 21,633 | $ 9,664 | $ 12,338 | $ 30,301 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 289 | $ 753 |
Finished goods | 1,340 | 718 |
Inventory, net | 1,629 | 1,471 |
Reserve for excess or obsolete inventory | $ 0 | $ 43 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued liabilities | $ 3,404 | $ 2,905 |
Accrued bonus | 2,706 | 2,896 |
Accrued vacation | 475 | 329 |
Accrued payroll | 15 | 247 |
Total accrued liabilities | $ 6,600 | $ 6,377 |
Contingent Earnout Liability -
Contingent Earnout Liability - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Aug. 10, 2023 USD ($) shares | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Derivative liability, noncurrent | $ 28,927 | |||||
Estimated dividend yield | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Derivative liability, measurement input | 0 | 0 | 0 | 0 | ||
Contingent earnout liability | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Shares unvested (in shares) | shares | 3,125,000 | |||||
Derivative liability, noncurrent | $ 9,023 | $ 9,023 | ||||
Gain (loss) on derivatives | $ 19,904 | $ 0 | $ 19,904 | $ 0 |
Contingent Earnout Liability _2
Contingent Earnout Liability - Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate (Details) | Sep. 30, 2023 $ / shares year | Aug. 10, 2023 $ / shares year | Dec. 31, 2022 |
Current stock price | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liability, measurement input | $ / shares | 5.12 | 11.34 | |
Expected share price volatility | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liability, measurement input | 0.650 | 0.650 | |
Risk-free interest rate | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liability, measurement input | 0.046 | 0.042 | |
Expected term (years) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liability, measurement input | year | 4.9 | 5 | |
Estimated dividend yield | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liability, measurement input | 0 | 0 | 0 |
Warrants - Schedule of Warrants
Warrants - Schedule of Warrants Outstanding (Details) - shares | Sep. 30, 2023 | Aug. 10, 2023 | Dec. 31, 2022 |
Class of Warrant or Right [Line Items] | |||
Warrants outstanding (in shares) | 14,266,605 | 14,266,605 | 2,871,084 |
Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding (in shares) | 8,333,272 | 8,333,272 | |
Private Placement Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding (in shares) | 5,933,333 | 5,933,333 | |
Series B-3 Warrant liabilities | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding (in shares) | 15,819,000 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | ||||||||
Oct. 31, 2023 USD ($) shares | Aug. 31, 2023 USD ($) | Jul. 31, 2023 USD ($) shares | Sep. 30, 2023 USD ($) day $ / shares shares | Sep. 30, 2022 USD ($) | Aug. 10, 2023 USD ($) $ / shares shares | May 31, 2023 $ / shares | Mar. 31, 2023 $ / shares | Dec. 31, 2022 shares | Oct. 31, 2022 $ / shares | |
Class of Warrant or Right [Line Items] | ||||||||||
Warrants outstanding (in shares) | shares | 14,266,605 | 14,266,605 | 2,871,084 | |||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.50 | |||||||||
Class of warrant or right, threshold number of days for warrants to be transferable | 30 days | |||||||||
Derivative liability, noncurrent | $ 28,927 | |||||||||
Proceeds from exercise of preferred stock warrants | $ 9,630 | $ 0 | ||||||||
Warrant repurchase program, authorized amount | $ 4,000 | |||||||||
Series B-3 | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Warrants to purchase Series B-3 preferred stock (in shares) | shares | 2,239,309 | |||||||||
Proceeds from exercise of preferred stock warrants | $ 4,530 | |||||||||
Public Warrants | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Warrants outstanding (in shares) | shares | 8,333,272 | 8,333,272 | ||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.50 | |||||||||
Warrant exercise period | 30 days | |||||||||
Public warrants, term | 5 years | |||||||||
Class of warrant or right, redemption price (in dollars per share) | $ / shares | $ 0.01 | |||||||||
Warrant redemption condition, share price (in dollars per share) | $ / shares | $ 18 | |||||||||
Class of warrant or right, conversion terms, threshold trading days | day | 20 | |||||||||
Class of warrant or right, conversion terms, threshold consecutive trading days | day | 30 | |||||||||
Derivative liability, noncurrent | $ 3,166 | $ 1,500 | ||||||||
Public Warrants | Minimum | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Threshold number of business days before sending notice of redemption to warrant holders | day | 30 | |||||||||
Public Warrants | Subsequent Event | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Warrants repurchased (in shares) | shares | 28,502 | |||||||||
Payments for repurchase of warrants | $ 10 | |||||||||
Private Placement Warrants | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Warrants outstanding (in shares) | shares | 5,933,333 | 5,933,333 | ||||||||
Derivative liability, noncurrent | $ 2,255 | $ 1,068 | ||||||||
Series B-3 Warrants | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Warrants outstanding (in shares) | shares | 15,819,000 | |||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.05 | $ 0.05 | $ 0.05 |
Income Taxes (Details)
Income Taxes (Details) | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Effective federal tax rate | 0% |
Preferred Stock - Narrative (De
Preferred Stock - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Aug. 10, 2023 USD ($) $ / shares shares | Aug. 09, 2023 $ / shares | Jun. 01, 2023 USD ($) | Jul. 31, 2023 USD ($) | Jun. 30, 2023 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) shares | Oct. 31, 2022 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 $ / shares shares | |
Temporary Equity [Line Items] | ||||||||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | ||||||||||
Preferred stock available for future issuance (in shares) | 5,984,998 | 5,984,998 | ||||||||||
Undeclared dividends | $ | $ 458 | $ 0 | $ 458 | $ 0 | ||||||||
Automatic conversion, anniversary | 4 years | |||||||||||
Conversion price, first automatic reset | 18 months | |||||||||||
Conversion price, second automatic reset | 47 months | |||||||||||
Series A Convertible Preferred Stock, floor conversion price (in dollars per share) | $ / shares | $ 2.10 | |||||||||||
Number of trading days, VWAP | 10 days | |||||||||||
Liquidation preference (in dollars per share) | $ / shares | $ 10 | $ 10 | ||||||||||
Sale of stock (in shares) | 4,015,002 | |||||||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 10 | |||||||||||
Net proceeds on sale of stock | $ | $ 40,150 | |||||||||||
Warrants outstanding (in shares) | 14,266,605 | 14,266,605 | 14,266,605 | 2,871,084 | ||||||||
Percentage of then-outstanding preferred stock on an as-converted to common stock basis | 0.992 | |||||||||||
Proceeds from exercise of preferred stock warrants | $ | $ 9,630 | 0 | ||||||||||
Transfer of warrant liability to preferred stock upon exercise of warrants | $ | 25,409 | 0 | ||||||||||
Enterprise value | $ | 220,000 | |||||||||||
Loss on equity issuance | $ | $ 0 | $ 0 | $ 4,171 | $ 0 | ||||||||
Measurement Input, Discount Rate | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Derivative liability, measurement input | 0.30 | |||||||||||
Series B-3 | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Warrants outstanding (in shares) | 2,824,974 | 2,824,974 | ||||||||||
Warrants exercised (in shares) | 4,771,642 | |||||||||||
Series B | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Warrants outstanding (in shares) | 36,707 | |||||||||||
Warrants exercised (in shares) | 11,123 | |||||||||||
Proceeds from exercise of preferred stock warrants | $ | $ 4 | |||||||||||
Transfer of warrant liability to preferred stock upon exercise of warrants | $ | $ 106 | |||||||||||
Tranche Two | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Percentage of shares committed | 0.497 | 0.40 | ||||||||||
Fair value of warrant liability | $ | $ 14,701 | |||||||||||
Private Placement | Series B-3 | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Strike price (in dollars per share) | $ / shares | $ 2.03 | |||||||||||
Series A Convertible Preferred Stock | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Issuances (in shares) | 4,015,002 | |||||||||||
Proceeds from the issuance of preferred stock | $ | $ 40,150 | |||||||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | ||||||||||
Original issue price (in dollars per share) | $ / shares | $ 10 | $ 10 | $ 10 | |||||||||
Preferred stock, dividend rate, percentage | 8% | 8% | ||||||||||
Liquidation preference (in dollars per share) | $ / shares | $ 10 | $ 10 | ||||||||||
Series B-2 | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Sale of stock (in shares) | 165,967 | 17,656 | ||||||||||
Net proceeds on sale of stock | $ | $ 2,350 | $ 250 | ||||||||||
Conversion price (in dollars per share) | $ / shares | $ 14.16 | $ 0.35 | ||||||||||
Conversion ratio | 0.01 | 0.01 | ||||||||||
Percentage of then-outstanding preferred stock on an as-converted to common stock basis | 0.992 | |||||||||||
Series B-2 | Tranche Two | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Sale of stock (in shares) | 257,779 | 207,541 | ||||||||||
Net proceeds on sale of stock | $ | $ 3,650 | $ 2,932 | ||||||||||
Series B-2 | Private Placement | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Sale of stock (in shares) | 706,243 | |||||||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 14.16 | |||||||||||
Net proceeds on sale of stock | $ | $ 9,755 | |||||||||||
Series B-2 | Private Placement | Tranche Two | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Sale of stock (in shares) | 518,854 | |||||||||||
Net proceeds on sale of stock | $ | $ 7,347 | |||||||||||
Series B-2 | Private Placement | Tranche Three | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Sale of stock (in shares) | 306,053 | |||||||||||
Net proceeds on sale of stock | $ | $ 4,334 | |||||||||||
Series B-2 | Private Placement | Maximum | Tranche Two | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Consideration received, potential increased amount | $ | 10,000 | |||||||||||
Series B-2 | Private Placement | Maximum | Tranche Three | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Consideration received, potential increased amount | $ | $ 5,000 | |||||||||||
Number of shares issued in transaction, potential increased amount (in shares) | 353,121 | |||||||||||
Series B-3 | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Sale of stock (in shares) | 663,868 | 70,624 | ||||||||||
Class of warrant or right, number of securities called by each warrant or right (in shares) | 4 | |||||||||||
Conversion price (in dollars per share) | $ / shares | $ 2.03 | $ 0.05 | ||||||||||
Conversion ratio | 0.01 | 0.01 | ||||||||||
Proceeds from exercise of preferred stock warrants | $ | $ 4,530 | |||||||||||
Series B-3 | Series B-2, B-3 preferred stock fair value per share | Valuation, Reverse Recapitalization Approach, Enterprise Value | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Derivative liability, measurement input | $ / shares | 9.31 | 10.93 | ||||||||||
Series B-3 | Tranche Two | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Sale of stock (in shares) | 1,031,116 | 830,167 | ||||||||||
Class of warrant or right, number of securities called by each warrant or right (in shares) | 4 | |||||||||||
Strike price (in dollars per share) | $ / shares | $ 2.03 | |||||||||||
Series B-3 | Tranche Three | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Class of warrant or right, number of securities called by each warrant or right (in shares) | 8 | |||||||||||
Strike price (in dollars per share) | $ / shares | $ 2.03 | |||||||||||
Series B-3 | Private Placement | Tranche Two | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Sale of stock (in shares) | 2,075,417 | |||||||||||
Series B-3 | Private Placement | Tranche Three | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Sale of stock (in shares) | 2,448,428 | |||||||||||
Series A-1 | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 38.84 | $ 1.06 | ||||||||||
Conversion ratio | 0.01275 | 0.01155 | ||||||||||
Series A-2 | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 12.14 | $ 0.33 | ||||||||||
Conversion ratio | 0.01290 | 0.01173 | ||||||||||
Series A-3 | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 13.36 | $ 0.37 | ||||||||||
Conversion ratio | 0.01303 | 0.01162 | ||||||||||
Series A-4 | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 12.55 | $ 0.34 | ||||||||||
Conversion ratio | 0.01277 | 0.01165 | ||||||||||
Series A-5 | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 13.36 | $ 0.37 | ||||||||||
Conversion ratio | 0.01333 | 0.01189 | ||||||||||
Series A-6 | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 14.97 | $ 0.42 | ||||||||||
Conversion ratio | 0.01351 | 0.01190 | ||||||||||
Series B | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 9.71 | $ 0.26 | ||||||||||
Conversion ratio | 0.01250 | 0.01154 | ||||||||||
Series B-1 | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 10.93 | $ 0.30 | ||||||||||
Conversion ratio | 0.01296 | 0.01167 |
Preferred Stock - Summary of Co
Preferred Stock - Summary of Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2023 | Aug. 10, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Temporary Equity [Line Items] | |||||
Convertible preferred stock, shares outstanding (in shares) | 706,243 | ||||
Convertible preferred stock | $ 203,974 | $ 164,006 | $ 164,006 | $ 160,507 | |
Series A-1 | |||||
Temporary Equity [Line Items] | |||||
Convertible preferred stock, par value per share (in dollars per share) | $ 0.001 | ||||
Convertible preferred stock, shares issued (in shares) | 131,797 | ||||
Convertible preferred stock, shares outstanding (in shares) | 131,797 | ||||
Convertible preferred stock | 6,065 | $ 6,065 | |||
Series A-2 | |||||
Temporary Equity [Line Items] | |||||
Convertible preferred stock, par value per share (in dollars per share) | $ 0.001 | ||||
Convertible preferred stock, shares issued (in shares) | 576,126 | ||||
Convertible preferred stock, shares outstanding (in shares) | 576,126 | ||||
Convertible preferred stock | 8,976 | $ 8,976 | |||
Series A-3 | |||||
Temporary Equity [Line Items] | |||||
Convertible preferred stock, par value per share (in dollars per share) | $ 0.001 | ||||
Convertible preferred stock, shares issued (in shares) | 612,822 | ||||
Convertible preferred stock, shares outstanding (in shares) | 612,822 | ||||
Convertible preferred stock | 10,611 | $ 10,611 | |||
Series A-4 | |||||
Temporary Equity [Line Items] | |||||
Convertible preferred stock, par value per share (in dollars per share) | $ 0.001 | ||||
Convertible preferred stock, shares issued (in shares) | 127,787 | ||||
Convertible preferred stock, shares outstanding (in shares) | 127,787 | ||||
Convertible preferred stock | 1,993 | $ 1,993 | |||
Series A-5 | |||||
Temporary Equity [Line Items] | |||||
Convertible preferred stock, par value per share (in dollars per share) | $ 0.001 | ||||
Convertible preferred stock, shares issued (in shares) | 730,320 | ||||
Convertible preferred stock, shares outstanding (in shares) | 730,320 | ||||
Convertible preferred stock, shares authorized (in shares) | 734,533 | ||||
Convertible preferred stock | 12,858 | $ 12,858 | |||
Series A-6 | |||||
Temporary Equity [Line Items] | |||||
Convertible preferred stock, par value per share (in dollars per share) | $ 0.001 | ||||
Convertible preferred stock, shares issued (in shares) | 800,657 | ||||
Convertible preferred stock, shares outstanding (in shares) | 800,657 | ||||
Convertible preferred stock, shares authorized (in shares) | 805,848 | ||||
Convertible preferred stock | 15,476 | $ 15,476 | |||
Series B | |||||
Temporary Equity [Line Items] | |||||
Convertible preferred stock, par value per share (in dollars per share) | $ 0.001 | ||||
Convertible preferred stock, shares issued (in shares) | 6,984,971 | ||||
Convertible preferred stock, shares outstanding (in shares) | 6,984,971 | ||||
Convertible preferred stock, shares authorized (in shares) | 7,021,678 | ||||
Convertible preferred stock | 84,637 | $ 84,528 | |||
Series B-1 | |||||
Temporary Equity [Line Items] | |||||
Convertible preferred stock, par value per share (in dollars per share) | $ 0.001 | ||||
Convertible preferred stock, shares issued (in shares) | 1,659,672 | ||||
Convertible preferred stock, shares outstanding (in shares) | 1,659,672 | ||||
Convertible preferred stock, shares authorized (in shares) | 1,659,672 | ||||
Convertible preferred stock | 23,500 | $ 23,499 | |||
Series B-2 | |||||
Temporary Equity [Line Items] | |||||
Convertible preferred stock, par value per share (in dollars per share) | $ 0.001 | ||||
Convertible preferred stock | 0 | $ 0 | |||
Series B-3 | |||||
Temporary Equity [Line Items] | |||||
Convertible preferred stock, par value per share (in dollars per share) | $ 0.001 | ||||
Convertible preferred stock, shares issued (in shares) | 0 | ||||
Convertible preferred stock, shares outstanding (in shares) | 0 | ||||
Convertible preferred stock | $ 39,858 | $ 0 |
Preferred Stock - Convertible P
Preferred Stock - Convertible Preferred Stock Rollforward (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Convertible preferred stock, beginning balance | $ 164,006 | $ 160,507 |
Issuances | 39,968 | 3,499 |
Retirements / Conversions | (203,974) | |
Convertible preferred stock, ending balance | 164,006 | |
Series A-1 | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Convertible preferred stock, beginning balance | 6,065 | 6,065 |
Retirements / Conversions | (6,065) | |
Convertible preferred stock, ending balance | 6,065 | |
Series A-2 | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Convertible preferred stock, beginning balance | 8,976 | 8,976 |
Retirements / Conversions | (8,976) | |
Convertible preferred stock, ending balance | 8,976 | |
Series A-3 | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Convertible preferred stock, beginning balance | 10,611 | 10,611 |
Retirements / Conversions | (10,611) | |
Convertible preferred stock, ending balance | 10,611 | |
Series A-4 | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Convertible preferred stock, beginning balance | 1,993 | 1,993 |
Retirements / Conversions | (1,993) | |
Convertible preferred stock, ending balance | 1,993 | |
Series A-5 | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Convertible preferred stock, beginning balance | 12,858 | 12,858 |
Retirements / Conversions | (12,858) | |
Convertible preferred stock, ending balance | 12,858 | |
Series A-6 | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Convertible preferred stock, beginning balance | 15,476 | 15,476 |
Retirements / Conversions | (15,476) | |
Convertible preferred stock, ending balance | 15,476 | |
Series B | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Convertible preferred stock, beginning balance | 84,528 | 84,528 |
Issuances | 109 | |
Retirements / Conversions | (84,637) | |
Convertible preferred stock, ending balance | 84,528 | |
Series B-1 | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Convertible preferred stock, beginning balance | 23,499 | 20,000 |
Issuances | 1 | 3,499 |
Retirements / Conversions | (23,500) | |
Convertible preferred stock, ending balance | $ 23,499 | |
Series B-2 | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Convertible preferred stock, beginning balance | 0 | |
Retirements / Conversions | 0 | |
Series B-3 | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Convertible preferred stock, beginning balance | 0 | |
Issuances | 39,858 | |
Retirements / Conversions | $ (39,858) |
Preferred Stock - Summary of Wa
Preferred Stock - Summary of Warrants to Purchase Convertible Preferred Stock (Details) - $ / shares | Sep. 30, 2023 | Aug. 10, 2023 | Dec. 31, 2022 | Oct. 31, 2022 |
Class of Warrant or Right [Line Items] | ||||
Exercise price of warrants (in dollars per share) | $ 11.50 | |||
Warrants outstanding (in shares) | 14,266,605 | 14,266,605 | 2,871,084 | |
Series A-5 | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price of warrants (in dollars per share) | $ 17.81 | |||
Warrants outstanding (in shares) | 4,213 | |||
Series A-6 | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price of warrants (in dollars per share) | $ 20.23 | |||
Warrants outstanding (in shares) | 5,190 | |||
Series B | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price of warrants (in dollars per share) | $ 0.41 | |||
Warrants outstanding (in shares) | 36,707 | |||
Series B-3 | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price of warrants (in dollars per share) | $ 2.03 | |||
Warrants outstanding (in shares) | 2,824,974 | 2,824,974 |
Preferred Stock - Summary of _2
Preferred Stock - Summary of Warrants to Purchase Convertible Preferred Stock Rollforward (Details) | 9 Months Ended |
Sep. 30, 2023 shares | |
Class of Warrant or Right [Roll Forward] | |
Warrants outstanding, beginning balance (in shares) | 2,871,084 |
Series A-5 | |
Class of Warrant or Right [Roll Forward] | |
Warrants outstanding, beginning balance (in shares) | 4,213 |
Retirements/Conversion (in shares) | (4,213) |
Series A-6 | |
Class of Warrant or Right [Roll Forward] | |
Warrants outstanding, beginning balance (in shares) | 5,190 |
Retirements/Conversion (in shares) | (5,190) |
Series B | |
Class of Warrant or Right [Roll Forward] | |
Warrants outstanding, beginning balance (in shares) | 36,707 |
Exercises (in shares) | (11,123) |
Retirements/Conversion (in shares) | (25,584) |
Series B-3 | |
Class of Warrant or Right [Roll Forward] | |
Warrants outstanding, beginning balance (in shares) | 2,824,974 |
Exercises (in shares) | (4,771,642) |
Issuances (in shares) | 2,595,777 |
Retirements/Conversion (in shares) | (649,109) |
Preferred Stock - Fair Value Me
Preferred Stock - Fair Value Measurements (Details) | Sep. 30, 2023 year | Aug. 10, 2023 year | Dec. 31, 2022 $ / shares |
Series B-3 Warrants exercise price per share | Series B-3 Warrant liabilities | Black-Scholes Model | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | 2.03 | ||
Expected share price volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | 0.650 | 0.650 | |
Risk-free interest rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | 0.046 | 0.042 | |
Expected term (years) | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | year | 4.9 | 5 | |
Expected dividends | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | 0 | 0 | 0 |
Minimum | Expected share price volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | 0.500 | ||
Minimum | Risk-free interest rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | 0.040 | ||
Minimum | Expected term (years) | Series B-3 Warrant liabilities | Black-Scholes Model | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | 5.8 | ||
Maximum | Expected share price volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | 0.650 | ||
Maximum | Risk-free interest rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | 0.047 | ||
Maximum | Expected term (years) | Series B-3 Warrant liabilities | Black-Scholes Model | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | 6 | ||
Series B-2 | Series B-3 preferred stock fair value per share | Guideline Public Company Model | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | 14.97 | ||
Series B-2 | Series B-2 preferred stock exercise price per share | Guideline Public Company Model | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | 14.16 | ||
Series B-3 | Series B-3 preferred stock fair value per share | Guideline Public Company Model | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | 3.24 | ||
Series B-2 Tranche Liability | Minimum | Expected term (years) | Binomial Tranche Model | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | 0.2 | ||
Series B-2 Tranche Liability | Maximum | Expected term (years) | Binomial Tranche Model | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | 0.4 |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Antidilutive Securities (Details) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 21,097,831 | 13,381,126 |
Preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 4,015,002 | 11,624,155 |
Preferred stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 46,111 |
Common stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 14,266,605 | 0 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 184,018 | 0 |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,632,206 | 1,710,860 |
Net Loss per Share - Narrative
Net Loss per Share - Narrative (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 | |
Earnings Per Share [Abstract] | ||||
Deemed dividend to preferred stockholders | $ 0 | $ 0 | $ 2,981 | $ 0 |
Increase in net loss per common share, deemed dividend (in dollars per share) | $ (0.72) |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 USD ($) $ / shares shares | Aug. 10, 2023 shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options and RSU's outstanding (in shares) | 7,500,732 | 2,816,224 |
Share reserve increase, number of years | 10 years | |
Options granted (in shares) | 1,179,480 | |
Options, weighted average fair value (in dollars per share) | $ / shares | $ 2.66 | |
2009 Plan | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options and RSU's outstanding (in shares) | 1,915,724 | |
Unrecognized compensation expense, options | $ | $ 250 | |
Unrecognized compensation expense, RSUs | $ | $ 337 | |
2023 Plan | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options and RSU's outstanding (in shares) | 5,585,008 | 5,585,008 |
Percentage of fully diluted common stock determined in preceding year | 0.05 | |
Unrecognized compensation expense, options | $ | $ 3,002 | |
Restricted stock units | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
RSUs granted (in shares) | 184,018 | |
RSU weighted average fair value (in dollars per share) | $ / shares | $ 2.43 | |
Options to purchase common stock | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock options exercise price, percentage of fair value | 1 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) | Sep. 30, 2023 plan shares | Aug. 10, 2023 shares |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of plans | plan | 2 | |
Authorized (in shares) | 7,500,732 | 2,816,224 |
Outstanding (in shares) | 2,816,224 | |
Available for Issue (in shares) | 4,684,508 | |
2009 Plan | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Authorized (in shares) | 1,915,724 | |
Outstanding (in shares) | 1,915,724 | |
Available for Issue (in shares) | 0 | |
2023 Plan | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Authorized (in shares) | 5,585,008 | 5,585,008 |
Outstanding (in shares) | 900,500 | |
Available for Issue (in shares) | 4,684,508 |
Dynavax Purchase (Details)
Dynavax Purchase (Details) - Dynavax Technologies $ in Thousands | 1 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Aug. 31, 2023 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jul. 31, 2020 USD ($) | Dec. 31, 2020 USD ($) | Sep. 30, 2023 USD ($) milestone | |
Asset Acquisition [Line Items] | |||||||
Upfront payment | $ 9,000 | ||||||
Payment for asset acquisition | $ 4,000 | $ 5,000 | |||||
Number of commercial milestones | milestone | 4 | ||||||
Maximum aggregate milestone payments per development milestone | $ 170,000 | ||||||
Royalties as a percentage of net sales, under sales threshold | 0.10 | ||||||
Royalties, sales threshold amount | $ 1,000,000 | ||||||
Royalties as a percentage of sales, over threshold amount | 0.12 | ||||||
Commercial Milestone | |||||||
Asset Acquisition [Line Items] | |||||||
Maximum aggregate milestone payments per development milestone | $ 80,000 | ||||||
Commercial Milestone, First Commercial Sale of Product | |||||||
Asset Acquisition [Line Items] | |||||||
Milestone amount | 10,000 | ||||||
Commercial Milestone, $250,000 Annual Sales | |||||||
Asset Acquisition [Line Items] | |||||||
Milestone amount | 20,000 | ||||||
Sales milestone | 250,000 | ||||||
Commercial Milestone, $500,000 Annual Sales | |||||||
Asset Acquisition [Line Items] | |||||||
Milestone amount | 20,000 | ||||||
Sales milestone | 500,000 | ||||||
Commercial Milestone, $1,000,000 Annual Sales | |||||||
Asset Acquisition [Line Items] | |||||||
Milestone amount | 30,000 | ||||||
Sales milestone | 1,000,000 | ||||||
Minimum | |||||||
Asset Acquisition [Line Items] | |||||||
Payments for milestone | $ 1,000 | $ 1,000 | $ 1,000 | 1,000 | |||
Maximum | |||||||
Asset Acquisition [Line Items] | |||||||
Payments for milestone | $ 10,000 |