0000950170-22-016212 | 10-Q | XBRL Viewer

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Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2022	Jul. 31, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2022
Document Transition Report	false
Entity File Number	001-40497
Entity Registrant Name	CODEX DNA, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	45-1216839
Entity Address, Address Line One	9535 Waples Street
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92121
City Area Code	858
Local Phone Number	228-4115
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	DNAY
Security Exchange Name	NASDAQ
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		29,518,196
Entity Central Index Key	0001850079
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2

Condensed Consolidated Balance Sheet - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 22,282,000	$ 82,806,000
Short-term investments	39,607,000
Accounts receivable, net of allowance for bad debts of $13 and $0 at June 30, 2022 and December 31, 2021, respectively	4,885,000	3,665,000
Inventory	1,776,000	2,368,000
Prepaid expenses and other current assets	3,477,000	4,345,000
Total current assets	72,027,000	93,184,000
Property and equipment, net	6,306,000	3,456,000
Right-of-use assets	1,747,000	2,281,000
Long-term deposits	734,000	609,000
Goodwill	14,330,000	14,330,000
Other intangible assets, net	2,140,000	2,397,000
Total Assets	97,284,000	116,257,000
Current liabilities:
Accounts payable	3,870,000	2,499,000
Accrued employee expenses	3,999,000	3,849,000
Finance lease liability, current portion	39,000	81,000
Operating lease liability, current portion	596,000	1,156,000
Deferred revenue, current portion	4,086,000	205,000
Other accrued liabilities	981,000	1,005,000
Notes payable, current portion	4,204,000	603,000
Other current liabilities	469,000	335,000
Total current liabilities	18,244,000	9,733,000
Operating lease liability, net of current portion	1,249,000	1,394,000
Notes payable, net of discount and current portion	10,712,000	14,088,000
Derivative liabilities	112,000	108,000
Deferred revenue, net of current portion	2,247,000	150,000
Total liabilities	32,564,000	25,473,000
Commitments and contingencies (Note 11)
Stockholders' equity
Preferred stock, $.0001 par value; 5,000,000 shares authorized at June 30, 2022 and December 31, 2021. No shares issued and outstanding	0	0
Common stock, $.0001 par value; 100,000,000 shares authorized at June 30, 2022 and December 31, 2021; 29,514,071 and 29,318,578 shares issued and outstanding at June 30, 2022 and December 31, 2021,respectively	5,000	5,000
Additional paid-in capital	158,044,000	156,049,000
Accumulated other comprehensive loss	(34,000)
Accumulated deficit	(93,295,000)	(65,270,000)
Total stockholders' equity	64,720,000	90,784,000
Total liabilities and stockholders' equity	$ 97,284,000	$ 116,257,000

Condensed Consolidated Balance Sheet (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Assets
Allowance for bad debts	$ 13	$ 0
Stockholders' equity
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	5,000,000	5,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, shares issued (in shares)	29,514,071	29,318,578
Common stock, shares outstanding (in shares)	29,514,071	29,318,578

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Revenue:
Total revenue	$ 5,655	$ 2,852	$ 11,291	$ 5,179
Cost of revenue	2,943	1,899	5,801	2,924
Gross profit	2,712	953	5,490	2,255
Operating expenses:
Research and development	7,124	2,746	13,505	5,624
Sales and marketing	4,514	2,630	7,975	4,905
General and administrative	5,561	3,149	11,360	5,562
Total operating expenses	17,199	8,525	32,840	16,091
Loss from operations	(14,487)	(7,572)	(27,350)	(13,836)
Other income (expense), net:
Interest expense, net	(299)	(379)	(635)	(620)
Change in fair value of derivative liabilities	(27)	(1,251)	(4)	(1,547)
Loss on extinguishment of debt				(618)
Other income (expense), net	(12)	3	(24)	(16)
Total other expense, net	(338)	(1,627)	(663)	(2,801)
Loss before provision for income taxes	(14,825)	(9,199)	(28,013)	(16,637)
Provision for income taxes	(6)	(2)	(12)	(6)
Net loss	(14,831)	(9,201)	(28,025)	(16,643)
Unrealized loss on available- for-sale short-term investments	(18)		(34)
Total comprehensive loss	(14,849)	(9,201)	(28,059)	(16,643)
Net loss attributable to common stockholders	$ (14,831)	$ (9,201)	$ (28,025)	$ (16,643)
Net loss per share attributable to common stock holders
Basic (in dollars per share)	$ (0.50)	$ (1.06)	$ (0.95)	$ (2.39)
Diluted (in dollars per share)	$ (0.50)	$ (1.06)	$ (0.95)	$ (2.39)
Weighted average common stock outstanding
Basic (in shares)	29,435,838	8,697,707	29,383,870	6,955,084
Diluted (in shares)	29,435,838	8,697,707	29,383,870	6,955,084
Product sales
Revenue:
Total revenue	$ 4,092	$ 2,120	$ 8,220	$ 3,919
Royalties and other revenue
Revenue:
Total revenue	$ 1,563	$ 732	$ 3,071	$ 1,260

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss
Balance at beginning of period (in shares) at Dec. 31, 2020	15,079,329
Balance at beginning of period at Dec. 31, 2020	$ 38,914
Balance at end of period (in shares) at Mar. 31, 2021	15,079,329
Balance at end of period at Mar. 31, 2021	$ 38,914
Balance at beginning of period (in shares) at Dec. 31, 2020		5,023,957
Balance at beginning of period at Dec. 31, 2020	(25,459)	$ 2	$ 851	$ (26,312)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)		223,216
Issuance of Common Stock upon exercise of stock options	133		133
Stock-based compensation expense	67		67
Net loss	(7,442)			(7,442)
Balance at end of period (in shares) at Mar. 31, 2021		5,247,173
Balance at end of period at Mar. 31, 2021	$ (32,701)	$ 2	1,051	(33,754)
Balance at beginning of period (in shares) at Dec. 31, 2020	15,079,329
Balance at beginning of period at Dec. 31, 2020	$ 38,914
Balance at beginning of period (in shares) at Dec. 31, 2020		5,023,957
Balance at beginning of period at Dec. 31, 2020	(25,459)	$ 2	851	(26,312)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(16,643)
Balance at end of period (in shares) at Jun. 30, 2021		29,291,563
Balance at end of period at Jun. 30, 2021	$ 112,437	$ 5	155,387	(42,955)
Balance at beginning of period (in shares) at Mar. 31, 2021	15,079,329
Balance at beginning of period at Mar. 31, 2021	$ 38,914
Balance at beginning of period (in shares) at Mar. 31, 2021		5,247,173
Balance at beginning of period at Mar. 31, 2021	(32,701)	$ 2	1,051	(33,754)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)		45,929
Issuance of Common Stock upon exercise of stock options	25		25
Stock-based compensation expense	146		146
Net loss	(9,201)			(9,201)
Issuance of common shares upon initial public offering, net of issuance costs (in shares)		7,666,664
Issuance of common shares upon initial public offering, net of issuance costs of $8,587	$ 112,484	$ 1	112,483
Conversion of convertible preferred shares into an equivalent number of common shares (in shares)	(15,079,329)
Conversion of shares of convertible preferred stock into an equivalent number of shares of common stock	$ (38,914)
Conversion of convertible preferred shares into an equivalents number of common shares (in shares)		15,079,329
Conversion of shares of convertible preferred stock into an equivalent number of shares of common stock	38,914	$ 2	38,912
Issuance of Common Stock upon exercise of stock options (in shares)		1,252,468
Issuance of warrant and conversion into shares of common stock	2,770		2,770
Balance at end of period (in shares) at Jun. 30, 2021		29,291,563
Balance at end of period at Jun. 30, 2021	$ 112,437	$ 5	155,387	(42,955)
Balance at beginning of period (in shares) at Dec. 31, 2021	29,318,578	29,318,578
Balance at beginning of period at Dec. 31, 2021	$ 90,784	$ 5	156,049	(65,270)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)		70,534
Issuance of Common Stock upon exercise of stock options	78		78
Stock-based compensation expense	448		448
Unrealized loss on available- for-sale short-term investments	(16)				$ (16)
Net loss	(13,194)			(13,194)
Balance at end of period (in shares) at Mar. 31, 2022		29,389,112
Balance at end of period at Mar. 31, 2022	$ 78,100	$ 5	156,575	(78,464)	(16)
Balance at beginning of period (in shares) at Dec. 31, 2021	29,318,578	29,318,578
Balance at beginning of period at Dec. 31, 2021	$ 90,784	$ 5	156,049	(65,270)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)	82,286
Unrealized loss on available- for-sale short-term investments	$ (34)
Net loss	$ (28,025)
Balance at end of period (in shares) at Jun. 30, 2022	29,514,071	29,514,071
Balance at end of period at Jun. 30, 2022	$ 64,720	$ 5	158,044	(93,295)	(34)
Balance at beginning of period (in shares) at Mar. 31, 2022		29,389,112
Balance at beginning of period at Mar. 31, 2022	78,100	$ 5	156,575	(78,464)	(16)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)		11,752
Issuance of Common Stock upon exercise of stock options	12		12
Issuance of Common Stock related to ESPP (in shares)		113,207
Issuance of Common Stock related to ESPP	339		339
Stock-based compensation expense	1,118		1,118
Unrealized loss on available- for-sale short-term investments	(18)				(18)
Net loss	$ (14,831)			(14,831)
Balance at end of period (in shares) at Jun. 30, 2022	29,514,071	29,514,071
Balance at end of period at Jun. 30, 2022	$ 64,720	$ 5	$ 158,044	$ (93,295)	$ (34)

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) $ in Thousands	3 Months Ended
	Jun. 30, 2021 USD ($)
Payment of offering costs	$ 8,587

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash Flows From Operating Activities:
Net loss	$ (28,025)	$ (16,643)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	449	189
Amortization of intangible assets	257	225
Amortization of debt discount	225	274
Loss on extinguishment of debt		618
Stock-based compensation	1,566	213
Amortization of operating lease right-of-use assets	534	315
Change in fair value of derivative liabilities	4	1,547
Non-cash interest on finance leases	(2)	(7)
Accretion of discount on short-term investments	(15)
Changes in operating assets and liabilities:
Accounts receivable	(1,220)	344
Inventories	592	(451)
Deposits, prepaid expenses and other current assets	743	297
Accounts payable, accrued payroll and accrued liabilities	1,647	1,925
Deferred revenue	5,977	(121)
Operating lease liabilities	(705)	(333)
Net cash used in operating activities	(17,973)	(11,608)
Cash Flows From Investing Activities:
Proceeds from maturities of short-term investments	25,720
Purchase of property and equipment	(3,314)	(165)
Purchases of short-term investments	(65,346)	0
Net cash used in investing activities	(42,940)	(165)
Cash Flows From Financing Activities:
Borrowings on term loan		14,872
Repayment of term loan		(5,000)
Debt extinguishment costs		(391)
Payments on finance leases	(40)	(42)
Proceeds from the exercise of common stock options	90	158
Proceeds from the issuance of common stock related to ESPP	339
Net proceeds from issuance of shares of common stock in initial public offering		112,484
Net cash provided by financing activities	389	122,081
Net (Decrease) Increase In Cash and Cash Equivalents	(60,524)	110,308
Cash and cash equivalents at beginning of period	82,806	13,463
Cash and cash equivalents at end of period	22,282	123,771
Supplemental Disclosure Of Cash Flow Information:
Cash paid for interest	576	270
Initial public offering costs in accounts payable		363
Purchases of property and equipment included in accrued expenses	$ 15
Issuance of preferred stock warrant in connection with term loan		322
Extinguishment of put option derivative liability in connection with term loan		(51)
Issuance of put option derivative liability in connection with term loan		303
Conversion of convertible preferred shares into common shares		38,914
Conversion of warrant into common shares		$ 2,770

Organization and Operations

6 Months Ended

Jun. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND OPERATIONS

Business

Codex DNA, Inc. (the Company) was incorporated in the state of Delaware in March 2011, as Synthetic Genomics Solution, Inc., a wholly owned subsidiary of Synthetic Genomics, Inc. (SGI). The Company changed its name to SGI-DNA, Inc. (SGI-DNA) in February 2013, and then to Codex DNA, Inc. in March 2020. SGI-DNA Limited, a United Kingdom company focused on sales and marketing activities, is a wholly owned subsidiary of Codex DNA, Inc. The Company manufactures and sells laboratory equipment, specifically synthetic biology instruments, reagents and associated products and related services, primarily to pharmaceutical and academic laboratories worldwide.

On November 18, 2021, the Company entered into a Share Purchase Agreement, with the stockholders of EtonBio Inc., a California corporation (Eton), pursuant to which, the Company agreed to purchase all of the outstanding shares of capital stock of Eton (see Note 6). The total purchase price was approximately $13.6 million, which was funded with the Company’s existing cash on hand. Eton is a San Diego-based biotech company specializing in synthetic biology products and services, including DNA sequencing and oligo synthesis, for the global academic research, pharmaceutical, and biotechnology industries. Eton also markets DNA prep services and products such as antibodies, peptides, and metabolism assay kits.

Since its inception, the Company has devoted substantially all of its efforts to raising capital, commercializing its current products, and developing new product offerings. The Company is subject to a number of risks similar to those of other companies conducting high-risk, early-stage research and development of products. Principal among these risks are a dependence on key individuals and intellectual property, competition from other products and companies, and the technical risks associated with the successful research, development and manufacturing of its products. The Company’s success is dependent upon its ability to continue to raise additional capital in order to fund ongoing research and development, commercialize its products, generate revenue, meet its obligations, and, ultimately, become profitable.

Products currently under development will require significant additional research and development efforts. These efforts require significant amounts of additional capital, adequate personnel and infrastructure.

Since inception, the Company has incurred cumulative operating losses and negative cash flows from operations. These operating losses and negative cash flows have been financed principally from the issuance of equity securities and debt. The Company’s ability to continue as a going concern is dependent upon the ability to raise additional debt or equity capital. There can be no assurance that such capital will be available in sufficient amounts, on terms acceptable to the Company, or at all. Risks to which the Company is exposed include uncertainties related to the ability to achieve revenue-generating products; current and potential competitors with greater financial, technological, production, and marketing resources; dependence on key management personnel; and raising additional capital, as needed. Based upon the Company’s current plans, management believes it has sufficient financial resources to fund the Company’s operations for at least twelve months from the issuance date of these condensed consolidated financial statements.

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (U.S. GAAP) and include the accounts of the Company and its wholly owned subsidiaries after the elimination of all significant intercompany accounts and transactions. Any reference in these notes to

applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (ASC) and as amended by Accounting Standards Updates (ASU) of the Financial Accounting Standards Board (FASB).

The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements as of and for the year ended December 31, 2021, and, in the opinion of management, reflect all adjustments, consisting of normal recurring adjustments, necessary for the fair presentation of the Company’s condensed consolidated balance sheet as of June 30, 2022, the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2022 and 2021, condensed consolidated statements of convertible preferred stock and stockholders’ equity (deficit) for the three and six months ended June 30, 2022 and 2021 and the condensed consolidated statements of cash flows for the six months ended June 30, 2022 and 2021.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the accompanying notes for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (SEC) on March 23, 2022 (the Annual Report). The condensed consolidated balance sheet data as of December 31, 2021 presented for comparative purposes was derived from the Company’s audited consolidated financial statements but does not include all disclosures required by U.S. GAAP. The results for the three and six months ended June 30, 2022 and 2021 are not necessarily indicative of results to be expected for the year ending December 31, 2022, any other interim periods, or any future year or period.

The Company’s significant accounting policies are disclosed in the audited consolidated financial statements for the year ended December 31, 2021 included in the Annual Report. Since the date of the audited consolidated financial statements for the year ended December 31, 2021 included in the Annual Report, there have been no changes to its significant accounting policies except as noted below.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods presented. Key estimates in the consolidated financial statements include the Company’s ability to continue as a going concern, revenue recognition, impairment assessment for goodwill and intangible assets, allowance for doubtful accounts, estimated useful lives of property and equipment, valuation of inventory, accrued expenses, valuation of deferred income tax assets, valuation of derivative liabilities, share-based compensation, fair value of common stock prior to the Company’s initial public offering and accrued warranty are subject to significant estimation. Actual results could differ from those estimates.

Short-term Investments

As of June 30, 2022, short-term investments primarily consisted of corporate debt securities, commercial paper, and U.S. Government securities. The Company classifies its investments in securities as available-for-sale because, for accounting purposes, they are not considered to be either held-to-maturity securities or trading securities. They are not considered to be held-to-maturity securities because the Company does not have the intent to hold those securities to maturity. They are not considered trading securities because they were not acquired with the intent of selling them within hours or days. The Company’s investments in securities are classified as current as they are available for use in current operations. Short-term investments are carried at fair value with the unrealized gains and losses included in other comprehensive loss as a component of stockholders’ equity until realized. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity and recorded as interest income. Realized gains and losses are determined using the specific identification method and are included in other expense, net.

The Company evaluates its investments in securities that are in an unrealized loss position quarterly to determine if those securities are other-than-temporarily-impaired. If the Company intends to sell or if it is more likely than not that the Company will be required to sell those securities prior to the recovery of their book value, then those securities would be considered

other-than-temporarily-impaired, and the Company would record this impairment as a loss through other expense, net. During the three and six months ended June 30, 2022 and 2021, the Company concluded that none of its investments in securities were other-than-temporarily-impaired and thus recorded no impairment losses for its investments in securities.

The following tables summarize the short-term investments held at June 30, 2022 (in thousands):


	June 30, 2022
	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
Assets
Commercial paper	$	12,233	$	—	$	—		$	12,233
Corporate bonds		1,426		—		(1	)		1,425
U.S. Government agencies		25,982		—		(33	)		25,949
Total	$	39,641	$	—	$	(34	)	$	39,607

As of June 30, 2022, all short-term investments held by the Company had remaining contractual maturities of one year or less.

Fair Value Measurement

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENT

The following table summarizes the fair values of the Company’s assets and liabilities on the condensed consolidated balance sheets which comprise of money market funds, commercial paper, corporate bonds, U.S. government agencies and the contingent put option liability (in thousands):


	Fair value measurements as of June 30, 2022
	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	20,914	$	—	$	—	$	20,914
Commercial paper		—		12,233		—		12,233
Corporate bonds		—		1,425		—		1,425
U.S. Government agencies		—		25,949		—		25,949
Total	$	20,914	$	39,607	$	—	$	60,521

Liabilities
Contingent put option liability	$	—	$	—	$	112	$	112
Total	$	—	$	—	$	112	$	112


	Fair value measurements as of December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	79,893	$	—	$	—	$	79,893
Total	$	79,893	$	—	$	—	$	79,893

Liabilities
Contingent put option liability	$	—	$	—	$	108	$	108
Total	$	—	$	—	$	108	$	108

During the six months ended June 30, 2022 and the year ended December 31, 2021 there were no transfers between Level 1, Level 2 and Level 3.

Contingent Put Option Liability

The contingent put option liability consists of the fair value of the contingent interest feature and acceleration clause (contingent put option) under the 2019 Loan Agreement and 2021 Loan Agreement (see Note 8). The fair value of the contingent put option liability was based on significant inputs not observable in the market, which represent a Level 3 measurement within the fair value hierarchy. The Company’s valuation of the contingent put option liability utilized a risk-neutral valuation model wherein the fair value

of the underlying debt facility is estimated, both with and without the presence of the default provisions, holding all other assumptions constant. The Company assesses these assumptions and estimates at least annually as additional information impacting the assumptions are obtained. Changes in the fair value of the contingent put option liability are recognized in other income (expense) as part of the change in fair value of derivative liabilities in the condensed consolidated statements of operations and comprehensive loss. The significant inputs not observable in the market consist of the adjusted market rate of debt and the probability of default. As of June 30, 2022 and 2021, the adjusted market rate of debt was 8.01% and 4.04%, respectively and the probability of default was 25%. A significant change in those inputs could cause a significant change in valuation.

The following table provides a roll-forward of the aggregate fair value of the Company’s derivative liabilities for which fair value is determined using Level 3 inputs (in thousands):


	Contingent put option liability
Fair value at December 31, 2021	$	108
Change in fair value		(23	)
Fair value at March 31, 2022		85
Change in fair value		27
Fair value at June 30, 2022	$	112


	Contingent put option liability
Fair value at December 31, 2020	$	51
Extinguishment of liability		(51	)
Issuance of liability		303
Fair value at March 30, 2021		303
Change in fair value		(169	)
Fair value at June 30, 2021	$	134

For the three months ended June 30, 2022 and 2021 and the six months ended June 30, 2022 and 2021, the Company recorded a change in fair value of the contingent put option liability included in other income of $27,000, $0.2 million, $4,000, and $0.2 million respectively.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Inventory

6 Months Ended

Jun. 30, 2022

Inventory Disclosure [Abstract]

INVENTORY

Inventories include material, labor and overhead and are stated at the lower of cost (first-in and first-out method) or net realizable value. The components of inventory consisted of the following on June 30, 2022 and December 31, 2021 (in thousands):


	June 30, 2022		December 31, 2021
Raw materials	$	1,053	$	962
Work in process and sub-assemblies		166		896
Finished goods		557		510
Total	$	1,776	$	2,368

Property and Equipment

6 Months Ended

Jun. 30, 2022

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

Property and equipment consisted of the following on June 30, 2022 and December 31, 2021 (in thousands):


	June 30, 2022			December 31, 2021
Machinery and equipment	$	3,884		$	2,589
Furniture and fixtures		64			—
Computer hardware and software		1,519			29
Leasehold improvements		58			95
Construction in progress		2,020			1,536
Total		7,545			4,249
Less: Accumulated depreciation and amortization		(1,239	)		(793	)
Total property and equipment, net	$	6,306		$	3,456

Depreciation expense for the three months ended June 30, 2022 and 2021 was $0.2 million and $0.1 million, respectively, and depreciation expense for the six months ended June 30, 2022 and 2021 was $0.4 million and $0.2 million, respectively, and is included in operating expenses.

Goodwill and Other Intangible Assets

6 Months Ended

Jun. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

In 2019, SGI sold SGI-DNA to GATTACA Mining, LLC. As part of the transaction, the Company acquired its intangible assets with resulting goodwill. The goodwill carries a fair value of approximately $3.5 million. Due to the recent decline in global economic and labor market conditions caused by the global outbreak of the COVID-19 pandemic, the Company considered the effects on its goodwill and determined that there was no significant impact that would cause the goodwill to be impaired. There were no other events or circumstances that have changed since the last annual assessment that could reduce the fair value of the Company’s reporting segment below its carrying values.

In connection with the Eton acquisition in November 2021, the excess of the purchase price over the fair value of the net identifiable tangible and intangible assets acquired has been assigned to goodwill at a fair value of $10.8 million.

For the three and six months ended June 30, 2022 and 2021, the Company did not record any impairment of goodwill.

Other Intangible Assets

Other intangible assets acquired in the Eton acquisition include the Eton trade name, customer relationships and non-competition agreements. The Company engaged an independent consultant to value the intangible assets and to determine their useful lives. The trade name was valued at $0.1 million with a three year useful life, the customer relationships at $0.4 million with a 15 year useful life and the non-competition agreements at approximately $30,000 with a three year useful life.

Other intangible assets, net consists of the following (in thousands):


	June 30, 2022
	Gross Carrying Value		Accumulated Amortization			Net Carrying Value
Intellectual property	$	3,150		(1,500	)	$	1,650
Trade name		80		(16	)		64
Customer relationships		420		(18	)		402
Non-competition agreements		30		(6	)		24
Total	$	3,680		(1,540	)	$	2,140


	December 31, 2021
	Gross Carrying Value		Accumulated Amortization			Net Carrying Value
Intellectual property	$	3,150		(1,275	)	$	1,875
Trade name		80		(3	)		77
Customer relationships		420		(4	)		416
Non-competition agreements		30		(1	)		29
Total	$	3,680		(1,283	)	$	2,397

Amortization expense for each of the three months ended June 30, 2022 and 2021 was approximately $0.1 million and for the six months ended June 30, 2022 and 2021 was approximately $0.3 million and $0.2 million, respectively.

The following table summarizes the estimated future amortization expense of the intangible assets as of June 30, 2022 (in thousands):


Years ending December 31:
2022	$	258
2023		515
2024		510
2025		478
2026		103
Thereafter		276
Total	$	2,140

Leases

6 Months Ended

Jun. 30, 2022

Leases [Abstract]

LEASES

As of June 30, 2022, the Company had six outstanding leases for office and laboratory space and scientific manufacturing equipment. The leases have remaining terms between 3 and 65 months.

Corporate Headquarters

In September 2021, the Company entered into the Wateridge Pointe lease for future office and laboratory space and concurrently signed a second amendment to the operating lease agreement for its corporate headquarters located at 9535 Waples Street, San Diego, California (the Second Amendment). Under the Second Amendment, the lease at 9535 Waples Street will terminate upon the occupancy of office and laboratory space at 10421 and 10431 Wateridge Circle, San Diego, California, which will occur subsequent to the renovation and build-out of the spaces. The Wateridge Pointe lease provides for a tenant improvement (TI) allowance for the renovation and build-out of the spaces up to $185.00 per square foot, or approximately $12.3 million, with an additional allowance of up to $10.00 per square foot, or approximately $0.7 million if properly requested by the Company. The lessor is solely responsible for the management and payment of the tenant improvements and these expenses will be recorded as lessor improvements per ASC 842 guidance. Rent for the Wateridge Pointe lease will be approximately $3.9 million per year beginning upon lease commencement, subject to annual increases of 3%. The Wateridge Pointe lease provides for a 10 year and 3 month term and the

Company is entitled to one option to extend the lease term for an additional five years. Occupancy of 10421 and 10431 Wateridge Circle and the corresponding termination of the lease at 9535 Waples Street are expected to occur in the second half of 2022.

Upon the execution of the Second Amendment, which was deemed to be a lease modification, the Company re-evaluated the assumptions made at the original lease commencement date. The Company determined the Second Amendment consists of a single contract under ASC 842. Accordingly, the Company bifurcated the components of the modified lease. Upon execution of the Second Amendment the Company adjusted the right-of-use asset and lease liability for the reduced term of the 9535 Waples Street lease component. In addition the Company will record a right-of-use asset and lease liability on the commencement date of the 10421 and 10431 Wateridge Circle lease components.

The components of lease cost under ASC 842 are as follows (in thousands):


	June 30,
	2022		2021
Lease costs
Finance lease cost:
Payment of finance lease liability	$	40	$	42
Interest on lease liabilities		2		7
Operating lease costs		625		460
Variable lease cost		307		251
Total lease cost	$	974	$	760

Supplemental disclosure of cash flow information related to leases are as follows (in thousands):


	June 30,
	2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	796	$	478
Operating cash flows from finance leases	$	2	$	7
Financing cash flows from finance leases	$	40	$	42

The weighted-average remaining lease term and discount rate were as follows:


	June 30,
	2022			2021
Weighted-average remaining lease term
Finance leases	0.5 years			1.5 years
Operating leases	4.3 years			3.6 years
Weighted-average discount rate
Finance leases		7.6	%		7.7	%
Operating leases		8.5	%		8.9	%

The following table summarizes the minimum lease payments of the Company’s operating and finance lease liabilities as of June 30, 2022 (in thousands):


Year Ending December 31,	Operating			Finance
2022	$	515		$	40
2023		388			—
2024		323			—
2025		333			—
2026		343			—
Thereafter		307			—
Total future minimum lease payments		2,209			40
Less: imputed interest		(364	)		(1	)
Present value of operating lease liability	$	1,845		$	39

Less: current portion of lease liability		(596	)		(39	)
Non-current portion of lease liability		1,249			—

The table above excludes an estimated $45.1 million of legally binding minimum lease payments to be made over a period of approximately 10 years for the lease at 10421 and 10431 Wateridge Circle, San Diego, California that has been executed but not yet commenced as of June 30, 2022. Commencement of the lease at 10421 and 10431 Wateridge Circle is expected to occur in the second half of 2022.

Notes Payable

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

NOTES PAYABLE

Loan and Security Agreement

As of June 30, 2022 and December 31, 2021, the loans payable on the condensed consolidated balance sheets pertains to the Loan and Security Agreement with Silicon Valley Bank and consists of the following (in thousands):


	June 30, 2022			December 31, 2021
Principal amount of loans payable	$	15,000		$	15,000
Less: Current portion of loans payable		(4,204	)		(603	)
Loans payable, net of current portion		10,796			14,397
Accrued interest		101			94
Final debt payment liability		400			400
Debt discount and financing costs, net of accretion		(585	)		(803	)
Loans payable, net of discount and current portion	$	10,712		$	14,088

2019 Loan and Security Agreement

On September 5, 2019, the Company entered into a Loan and Security Agreement with Oxford Finance LLC as the lender (the 2019 Loan Agreement). Under the 2019 Loan Agreement the Company borrowed a total of $5.0 million in secured loans. These loans were repaid in full in March 2021 with the proceeds from the 2021 Loan Agreement discussed below. In connection with the repayment, the Company recognized a loss on debt extinguishment of $0.6 million. These loans bore interest at the greater of (i) 8.79% per annum and (ii) the sum of (a) the thirty (30) day U.S. LIBOR rate reported in The Wall Street Journal on the last Business Day of the month that immediately precedes the month in which the interest will accrue, plus (b) 6.38%. They would have matured on October 1, 2023 and were secured by substantially all of the Company’s assets, other than intellectual property, which was subject to a negative pledge. Payments on the loans were interest-only until May 1, 2021, followed by equal monthly principal payments and accrued interest through the scheduled maturity date of October 1, 2023.

In connection with the 2019 Loan Agreement, the Company had a contingent obligation to pay Oxford a success fee of $0.8 million upon the completion of the Company’s IPO. The Company had also identified a bifurcated compound derivative liability related to a contingent interest feature and acceleration clause (contingent put option). The fair value of the success fee and the contingent put option were recorded within derivative liabilities on the condensed consolidated balance sheets and corresponding discount to the loans under the 2019 Loan Agreement. The Company remeasured both liabilities to fair value at each reporting date, and recognized changes in the fair value as a component of other income (expense) in the condensed consolidated statements of operations and comprehensive loss. The Company continued to recognize changes in the fair value of the success fee contingent liability until the success fee was paid. The success fee contingent liability was paid in full during the third quarter of 2021. The contingent put option liability was extinguished when the 2019 Loan Agreement was terminated in March 2021.

2021 Loan Agreement

On March 4, 2021, the Company entered into a Loan and Security Agreement with Silicon Valley Bank (SVB) as the lender (the 2021 Loan Agreement). Under the 2021 Loan Agreement, the Company borrowed a $15.0 million senior secured term loan, the proceeds of which were used to repay all existing obligations under the 2019 Loan Agreement, with the remaining proceeds available for working capital and general corporate purposes. Under the 2021 Loan Agreement, the Company may elect to obtain a second term loan from SVB in a principal amount up to but not exceeding $5.0 million, provided certain revenue milestones are achieved.

In connection with the 2021 Loan Agreement, the Company issued to SVB a warrant to purchase a number of shares of preferred stock (the Preferred Warrant). The Preferred Warrant was exercisable into the number of preferred shares equal to approximately $0.2 million divided by the applicable warrant price. The Preferred Warrant also provides for the grant of additional shares upon the disbursement of an advance under the 2021 Loan Agreement. Such additional shares will be equal to 1.5% of the principal amount of the advance divided by the warrant price. The Preferred Warrant was exercisable at the original purchase price of the Series A-1 convertible preferred stock. When the Series A-1 convertible preferred stock in which the warrant would have been exercisable into converted into common stock, the warrant holder gained the right to exercise the warrant for such number of shares of common stock into which the preferred shares would have converted into had they been exercised prior to the conversion. The Preferred Warrant was exercised in June 2021 in exchange for 51,409 shares of common stock.

The term loan bears interest at a per annum rate equal to the greater of (a) 4.0% above the prime rate and (b) 7.25%. The interest rate as of June 30, 2022 was 8.75% per annum. The loan is secured by substantially all of the Company’s assets, other than intellectual property. The Company has agreed not to encumber its intellectual property assets, except as permitted by the 2021 Loan Agreement. For the six months ended June 30, 2022, the effective interest rate on outstanding borrowings was approximately 11.54%.

A final payment (the Final Payment) equal to $0.4 million will be due at the earlier of the maturity date, acceleration of the loans, or a voluntary or mandatory prepayment of the loan. The Final Payment is being accrued through interest expense using the effective interest method.

The Company bifurcated a compound derivative liability related to the contingent interest feature and acceleration clause (contingent put option) under the 2021 Loan Agreement. The contingent put option liability was valued and separately accounted for in the Company’s condensed consolidated financial statements. The contingent put option liability is classified as a component of derivative liabilities on the condensed consolidated balance sheet. As of June 30, 2022, the estimated fair value of the contingent put option liability was $0.1 million, which was determined by using a risk-neutral valuation model wherein the fair value of the underlying debt facility is estimated, both with and without the presence of the default provisions, holding all other assumptions constant (see Note 3).

The estimated future principal payments due under the 2021 Loan Agreement were as follows:


	June 30, 2022
Estimated future principal payments due
2022	$	—
2023		7,500
2024		7,500
Total	$	15,000

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Stockholders' Equity	6 Months Ended
Stockholders' Equity	Jun. 30, 2022
Equity [Abstract]
Stockholders' Equity	9. STOCKHOLDERS’ EQUITY On June 18, 2021, the Company completed its IPO of 7,666,664 shares of its common stock, including the exercise in full by the underwriters of their option to purchase up to 999,999 additional shares of common stock, for aggregate gross proceeds of $122.7 million. The Company’s common stock began trading on the Nasdaq Global Select Market under the ticker symbol “DNAY” on June 18, 2021. The Company received $112.5 million in net proceeds after deducting underwriting discounts and commissions and other offering expenses payable by the Company. Upon closing of the IPO, all outstanding convertible preferred stock converted into 15,079,329 shares of common stock and SGI’s outstanding warrants were automatically exercised into 1,201,059 shares of common stock. Subsequent to the closing of the IPO, all outstanding warrants issued pursuant to the 2021 Loan Agreement were exercised into 51,409 shares of common stock.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Stock-Based Compensation

6 Months Ended

Jun. 30, 2022

Share-Based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

10.

STOCK-BASED COMPENSATION

For the three months ended June 30, 2022 and 2021 and the six months ended June 30, 2022 and 2021, the Company recorded stock-based compensation expense of approximately $1.1 million, $0.1 million, $1.6 million and $0.2 million, respectively. No income tax benefit was recognized in the accompanying condensed consolidated statements of operations and comprehensive loss for the Company’s equity incentive plan.

The Company’s Board of Directors approved the adoption of the SGI-DNA, Inc. 2019 Stock Plan (the 2019 Plan) in March 2019. The 2019 Plan permitted the Company to grant up to 5,544,187 shares for options and restricted stock units of the Company’s common stock. On March 3, 2021, the Company’s Board of Directors and stockholders approved the termination of the 2019 Plan and the adoption of the 2021 Equity Incentive Plan (the 2021 Plan). 6,000,000 shares of common stock were reserved for issuance under the 2021 Plan.

In June 2021, the Company established the 2021 Stock Incentive Plan (the 2021 SIP). The 2021 SIP became effective on the effective date of the IPO, at which time the Company ceased granting awards under the 2021 Plan. The 2021 SIP allows the Company’s compensation committee to grant equity-based awards to the Company’s employees, directors and consultants. A total of 3,500,000 shares of common stock were initially reserved for issuance under the 2021 SIP, plus the number of shares (not to exceed 2,459,970 shares) consisting of (i) the shares of common stock that were available for the issuance of awards under the 2021 Plan at the time the 2021 SIP became effective, which ceased to be available for future issuance under the 2021 Plan at such time and (ii) any shares subject to outstanding options or other share awards that were granted under the 2019 Plan and the 2021 Plan that terminate or expire prior to exercise or settlement; are forfeited because of the failure to vest; or are reacquired or withheld (or not issued) to satisfy a tax withholding obligation or the purchase or exercise price. In addition, the number of shares reserved and available for issuance under the 2021 SIP automatically increases each January 1, beginning on January 1, 2022 and each January 1 thereafter by the lesser of 5,250,000 shares or 5% of the outstanding number of shares of common stock on the immediately preceding December 31, or such lesser number of shares as determined by the Company’s board of directors. As of June 30, 2022, the number of shares of common stock reserved for issuance under the 2021 SIP was 3,022,196.

Stock option activity under the 2019 Plan, the 2021 Plan and the 2021 SIP for the six months ended June 30, 2022 is as follows:


	Number of options			Weighted average exercise price		Weighted average remaining contractual term (in years)		Aggregate intrinsic value (in thousands)
Balances at December 31, 2021		2,550,984		$	6.09		9.1	$	12,417
Options granted		1,635,285			8.24
Options exercised		(82,286	)		1.13
Options cancelled		(77,617	)		4.94
Balances at June 30, 2022		4,026,366		$	7.09		9.1	$	330
Vested and expected to vest at June 30, 2022		3,237,416		$	6.96		9.1	$	319
Exercisable at June 30, 2022		702,599		$	5.08		8.4	$	180

There were 1,635,285 options granted during the six months ended June 30, 2022. The weighted average grant date calculated fair value of options granted during the six months ended June 30, 2022 was $4.82 per share.

The calculated value of option grants during the six months ended June 30, 2022 was estimated using the Black-Scholes option pricing model with the following weighted average assumptions:


	June 30, 2022
Risk free interest rate		2.1	%
Expected dividend yield		—	%
Expected term	5.04 years
Expected volatility		54.0	%

The Company has granted restricted stock units with vesting based conditions. Unvested shares of restricted common stock may not be sold or transferred by the holder. They are legally issued and outstanding. These restrictions lapse accordingly to the time-based vesting of each award.

A summary of the restricted stock unit activity during the six months ended June 30, 2022 is as follows:


	Restricted Stock Units		Weighted-Average Grant Date Fair Value
Unvested at December 31, 2021		—	$	—
Granted		236,290		8.44
Unvested at June 30, 2022		236,290	$	8.44

No restricted stock units vested during the six months ended June 30, 2022.

Effective in connection with the IPO, the Company established the 2021 Employee Stock Purchase Plan (the ESPP). The maximum number of shares of common stock that may be issued under the ESPP was initially 350,000. Additionally, the number of shares reserved and available for issuance under the ESPP automatically increases each January 1, beginning on January 1, 2022 and each January 1 thereafter, by the lesser of (i) 1,050,000 shares of common stock, (ii) 1.0% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, or (iii) such smaller number of shares of common stock as the Company’s board of directors may designate. As of June 30, 2022, the number of shares of common stock that may be issued under the ESPP is 529,978.

As of June 30, 2022, 113,207 shares of common stock have been issued under the ESPP.

The Company recorded stock-based compensation expense in the following award type categories included within the condensed consolidated statements of operations and comprehensive loss as follows (in thousands):


	Three months ended		Six months ended
	June 30, 2022		June 30, 2022
Stock options	$	916	$	1,222
Restricted stock units		99		131
Employee stock purchase plan		103		213
Total	$	1,118	$	1,566

The Company recorded stock-based compensation expense in the following expense categories of its condensed consolidated statements of operations and comprehensive loss as follows (in thousands):


	Three months ended		Six months ended
	June 30, 2022		June 30, 2022
Research and development	$	179	$	256
Sales and marketing		130		173
General and administrative		809		1,137
Total	$	1,118	$	1,566

As of June 30, 2022, total unrecognized stock-based compensation expense related to unvested stock-based awards was $9.5 million, which is expected to be recognized over a weighted average period of 3.1 years.

Commitment and Contingencies

6 Months Ended

Jun. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

11.

COMMITMENTS AND CONTINGENCIES

Litigation

The Company may become involved in various claims, suits, and legal proceedings from time to time in the ordinary course of its business. The Company accrues a liability when it believes that it is both probable and the amount of loss can be reasonably estimated. While the outcome of such claims, lawsuits or other proceedings cannot be predicted with certainty, management expects that any liability, to the extent not provided for by insurance or otherwise, will not have a material adverse effect on the Company’s consolidated financial position or results of operations.

Codexis Trademark Litigation

In May 2020 Codexis, Inc. (Codexis) filed a complaint against the Company relating to its CODEX DNA name based on Codexis’ rights in the CODEX and CODEXIS mark in the U.S. District Court, Northern District of California for federal and common law trademark infringement and unfair competition/false designation (the Complaint). Codexis seeks injunctive relief, including that the Company cease all use of the term CODEX and any other trademark confusingly similar to the marks CODEX and CODEXIS and not apply for registration of or register the CODEX mark or any other mark confusingly similar to the CODEX or CODEXIS marks, transfer to Codexis all domain names and social media accounts/user names that include the term “codex” and pay damages (consisting of Codexis’s actual damages, a disgorgement of the Company’s profits and punitive damages as permitted by California common law) as well as attorneys’ fees and costs. In April 2022, Codexis and the Company reached a mutually agreeable resolution to the Codexis trademark litigation.

Eurofins Pharma Non-Competition/Non-Solicitation Litigationc

In October 2018, Eurofins Pharma US Holdings II, Inc. (EPUSH II) and Eurofins DiscoverX Corporation (Eurofins DiscoverX) (collectively, Plaintiffs) filed a complaint against Todd R. Nelson, the Company and Synthetic Genomics, Inc. (the Company’s former parent company, and together with Dr. Nelson and SGI-DNA, the Defendants) to enforce non-competition and non-solicitation provisions of an agreement.

The complaint, filed in the Superior Court of California, County of San Diego, charged Dr. Nelson with breach of contract, the Company with tortious interference, and both with unfair competition. The complaint sought permanent injunctive relief, monetary damages and other equitable relief (including restitution) against the Defendants. On April 9, 2021, the Defendants filed a motion for summary judgment, or in the alternative, summary adjudication, with regard to all causes of action. A hearing on this motion was held on June 25, 2021, at which time the court granted the motion in summary judgement on behalf of SGI-DNA and Dr. Nelson on three of the four claims. The court directed the parties back to mediation on the remaining claim but there was no resolution. On June 22, 2022, at the conclusion of a bench trial, the court ruled in favor of the Company and Dr. Nelson on the remaining claim.

Leases

The Company’s non-cancelable lease commitments are described in Note 7.

Net Loss Per Share

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

NET LOSS PER SHARE

12.

NET LOSS PER SHARE

Net loss per share

Basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share amounts):


	Three months ended June 30,						Six months ended June 30,
	2022			2021			2022			2021
Numerator:
Net loss	$	(14,831	)	$	(9,201	)	$	(28,025	)	$	(16,643	)
Net loss attributable to common stockholders	$	(14,831	)	$	(9,201	)	$	(28,025	)	$	(16,643	)
Denominator:
Weighted average common stock outstanding - basic and diluted		29,435,838			8,697,707			29,383,870			6,955,084
Net loss per share attributable to common stockholders - basic and diluted	$	(0.50	)	$	(1.06	)	$	(0.95	)	$	(2.39	)

The Company’s potential dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common shares from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:


	June 30,
	2022		2021
Series Z convertible preferred stock (as converted to common stock)		—		2,500,000
Series A convertible preferred stock (as converted to common stock)		—		7,599,274
Series A-1 convertible preferred stock (as converted to common stock)		—		4,980,055
Warrants to purchase common stock		—		1,081,745
Warrants to purchase Series A-1 convertible preferred stock (as converted to common stock)		—		154,022
Stock options to purchase common stock		4,026,366		856,555
Restricted stock units that vest into common stock		236,290		—
Shares issuable under employee stock purchase plan		132,070		—
Total		4,394,726		17,171,651

Retirement Plan	6 Months Ended
Retirement Plan	Jun. 30, 2022
Retirement Benefits [Abstract]
RETIREMENT PLAN	13. RETIREMENT PLAN The Company has a retirement saving plan (the 401(k) Plan) that allows participating employees to defer a portion of their annual compensation on a pretax basis. The Company made no contributions to the 401(k) Plan for the six months ended June 30, 2022 and 2021.

Collaboration

6 Months Ended

Jun. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Collaboration

14.

COLLABORATION

In December 2021, the Company entered into a Research Collaboration and License Agreement (Pfizer Agreement) with Pfizer Inc. (Pfizer), pursuant to which the Company agreed to collaborate with Pfizer to further develop the Company’s novel enzymatic DNA synthesis technology for Pfizer’s use in its research and development of mRNA-based vaccines and biotherapies. The financial terms of the deal include an upfront payment of $8.0 million from Pfizer to the Company, along with $10.0 million of success-based technical milestone payments that could be earned in the near term. The Company is also eligible to receive additional milestone payments based on the achievement of specified development, regulatory and commercialization goals associated with any products developed from the application of the Company’s technology developed and licensed under the agreement.

In addition to the upfront payment and technical milestone payments, Pfizer has agreed to make milestone payments to the Company upon the products meeting certain clinical milestones, with each product (other than exclusive products) being eligible for milestone payments up to $20.0 million if it were to meet the applicable clinical milestones and the first exclusive product in each exclusive field being eligible for milestone payments up to $55.0 million if it were to meet the applicable clinical milestones. Pfizer has also agreed to pay the Company up to $60.0 million in sales milestones for products (other than exclusive products) if aggregate net sales of such products meet certain thresholds and up to $180.0 million in sales milestones for exclusive products if aggregate net sales of the exclusive products meet certain thresholds. Provided the Pfizer Agreement remains in place, Pfizer will also pay escalating royalties from a low to mid-fraction of one percent of net sales of all products. Pfizer’s obligations to pay royalties with respect to a product within a country will expire after specific criteria including such product no longer being covered by patent rights licensed to Pfizer by the Company in such country. Royalty payments are subject to reduction after the introduction of a biosimilar product in such country by a third party.

The Company assessed the collaboration and license agreement in accordance with ASC 606, Revenue from Contracts with Customers, and concluded that Pfizer is a customer based on the agreement structure. The Company identified a single combined performance obligation under the arrangement which includes performance under the research plan, technology transfer between the parties, participation in the Joint Research Committee, research licenses exchanged by the parties and the non-exclusive commercial license. In addition, the Company identified a material right for the option granted to Pfizer to extend the research term by an additional year.

The Company determined that the $8.0 million upfront payment represents the entirety of the consideration to be included in the transaction price as of the outset of the arrangement. The potential milestone payments that the Company may have been eligible to receive were initially excluded from the transaction price at the outset of the arrangement because (i) all technical and development milestone payments did not meet the criteria for inclusion using the most-likely amount method and (ii) the Company recognizes as revenue sales-based milestones and royalties when the related sales occur. As of June 30, 2022, no milestones or royalties have been deemed likely to be achieved or have been achieved.

In accordance with ASC 606, the Company allocated the transaction price, comprising the upfront payment of $8.0 million, based on the standalone selling price of the combined performance obligation and the material right. Based on management's analysis, the material right was allocated $0.3 million of the transaction price, while the combined performance obligation was allocated $7.7 million of the transaction price.

The $7.7 million of revenue allocated to the combined performance obligation will be recognized using the input method based on time elapsed as compared to the research term of 24 months, and the $0.3 million of revenue allocated to the material right will be

recognized over the third year of services performed under the research plan in the event the option to extend the research plan is exercised, or when the option expires in the event the option to extend the research plan is not exercised. During the three and six months ended June 30, 2022, the Company recognized $1.1 million and $2.2 million of collaboration revenue, respectively.

Related Party Transactions	6 Months Ended
Related Party Transactions	Jun. 30, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	15. RELATED PARTY TRANSACTIONS During the six months ended June 30, 2022 and 2021, the Company made payments to related parties of approximately $0.3 million and $0.1 million, respectively, for services relating to intellectual property matters, including patent filings, patent prosecution, sequencing and oligo services, as well as payments to board members.

Subsequent Events

6 Months Ended

Jun. 30, 2022

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

16.

SUBSEQUENT EVENTS

On August 9, 2022, the Company entered into (i) a Credit, Security and Guaranty Agreement (Term Loan) (the Term Loan Agreement), among the Company, EtonBio, Inc., a California corporation and the Company’s wholly-owned subsidiary (EtonBio and together with the Company, the Borrowers), certain subsidiaries of the Company that may become party thereto from time to time as borrowers or guarantors, the lenders party thereto from time to time (collectively, the Term Loan Lenders), and MidCap Financial Trust, as administrative agent (the Term Agent), and (ii) a Credit, Security and Guaranty Agreement (Revolving Loan) (the Revolving Loan Agreement, and together with the Term Loan Agreement, the Loan Agreements), among the Company, EtonBio, certain subsidiaries of the Company that may become party thereto from time to time as borrowers or guarantors, the lenders party thereto from time to time (collectively, the Revolving Loan Lenders, and together with the Term Loan Lenders, the Lenders), and MidCap Funding IV Trust, as administrative agent (the Revolving Agent).

The Term Loan Agreement provides for a secured term loan facility in an aggregate principal amount of up to $30.0 million, comprised of (i) a tranche 1 term loan of up to $20.0 million (the Tranche 1 Term Loan), (ii) a tranche 2 term loan of up to $5.0 million (the Tranche 2 Term Loan), and (iii) a tranche 3 term loan of up to $5.0 million (the Tranche 3 Term Loan, and, with the Tranche 1 Term Loan and Tranche 2 Term Loan, the Term Loans). The Revolving Loan Agreement provides for a secured revolving loan facility (the Revolving Loans) in an aggregate principal amount of up to $10.0 million, subject to a borrowing base equal to percentages of eligible accounts receivable and inventory as determined in accordance with the Revolving Credit Agreement. The Term Loans and Revolving Loans mature on August 1, 2027.

The Tranche 1 Term Loan was fully funded on August 9, 2022, to pay transaction fees incurred in connection with the Loan Agreements and to repay in full the Company’s borrowings under its existing loan facility with Silicon Valley Bank, with the remaining amount to be used be for general corporate purposes. Subject to certain terms and conditions of the Term Loan Agreement, the Tranche 2 Term Loan is available between January 1, 2023, and September 30, 2023, following the Company’s achievement of specified milestones relating to minimum net revenues and minimum net cash proceeds from equity financing. Subject to certain terms and conditions of the Term Loan Agreement, the Tranche 3 Term Loan is available between September 30, 2024, and March 31, 2025. The proceeds of the Tranche 2 Term Loan and Tranche 3 Term Loan may be used for working capital and general corporate purposes.

The Term Loans bear interest at a floating rate based on an adjusted term SOFR (subject to a floor of 1.50%) for a one-month interest period, plus a margin of 5.75%. Interest on the Term Loans is payable monthly in arrears on the first day of each month and at maturity. Following an initial interest-only period, beginning on August 1, 2025, the outstanding principal amount of the Term Loans is repayable in twenty-four equal monthly principal payments, with all remaining outstanding principal, together with all accrued and unpaid interest, due at maturity. The Term Loans may be voluntarily prepaid in full, but not in part, at any time and are also subject to mandatory prepayments with the net proceeds of certain dispositions and casualty events, subject to specified thresholds and reinvestment rights. Prepayments are subject to prepayment premiums of 3.00%, 2.00%, and 1.00% of the amount prepaid for prepayments made during years one, two, and three of the term, respectively. Once repaid, the Term Loans may not be reborrowed. The Borrowers are also obligated to pay an exit fee equal to 4.5% of the outstanding principal amount of the Term Loans borrowed and other customary fees for a credit facility of this size and type.

The Borrowers may borrow, repay and reborrow the Revolving Loans until August 1, 2027, at which time the revolving commitments will terminate and all outstanding Revolving Loans, together with all accrued and unpaid interest, must be repaid. The

proceeds of the Revolving Loans may be used for working capital needs and general corporate purposes. As of the closing date, no Revolving Loans were outstanding under the Revolving Loan Agreement.

The Revolving Loans bear interest at a floating rated based on an adjusted term SOFR (subject to a floor of 1.50%) for a one-month interest period, plus a margin of 3.00%. Interest on the Revolving Loans is payable monthly in arrears on the first day of each month and at maturity. The Borrowers are obligated to pay an unused line fee equal to 0.50% per annum on the unused portion of the available revolving commitments, a fee for failure to maintain a minimum balance under the Revolving Loan Agreement, and other customary fees for a credit facility of this size and type.

The obligations of the Borrowers and any future guarantors are secured by liens on substantially all of their assets.

The Loan Agreements require the Borrowers to comply with (i) a minimum net revenue covenant and (ii) a minimum cash covenant, which requires certain unrestricted cash to be greater than or equal to $7.0 million at all times.

The Loan Agreements contain customary affirmative and negative covenants, including covenants limiting the ability of the Company and its subsidiaries, among other things, to incur debt, grant liens, make distributions, enter certain restrictive agreements, pay or modify subordinated debt, dispose of assets, make investments and acquisitions, enter into certain transactions with affiliates, and undergo certain fundamental changes, in each case, subject to limitations and exceptions set forth in the Loan Agreements.

Each of the Loan Agreements contain customary events of default that include, among other things, certain payment defaults, cross defaults to certain other contracts and indebtedness, covenant defaults, inaccuracy of representations and warranties, bankruptcy and insolvency defaults, judgment defaults, change of control defaults, defaults related to the failure to remain registered with the Securities and Exchange Commission and listed for trading on the Nasdaq Stock Market, and a material adverse change default.

Upon the occurrence and during the continuance of an event of default under the Loan Agreements, the respective administrative agent, if requested by the respective Lenders, may, among other things, (i) suspend or terminate commitments, as well as obligations of the relevant administrative agent and lenders, (ii) declare all outstanding obligations under the applicable agreement (including principal and accrued and unpaid interest) immediately due and payable, and (iii) exercise the other rights and remedies provided for under the applicable agreement. The Loan Agreements provide that, under certain circumstances, a default interest rate will apply on all obligations under such agreement during the existence of an event of default, at a per annum rate equal to 2.0% above the applicable interest rate.

The description of the Loan Agreements contained herein is qualified in its entirety by reference to the text of the Loan Agreements, which the Company will file with the Securities and Exchange Commission as exhibits to a forthcoming periodic financial report, and are hereby incorporated by reference herein.

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (U.S. GAAP) and include the accounts of the Company and its wholly owned subsidiaries after the elimination of all significant intercompany accounts and transactions. Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (ASC) and as amended by Accounting Standards Updates (ASU) of the Financial Accounting Standards Board (FASB).
Principle of Consolidation	The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements as of and for the year ended December 31, 2021, and, in the opinion of management, reflect all adjustments, consisting of normal recurring adjustments, necessary for the fair presentation of the Company’s condensed consolidated balance sheet as of June 30, 2022, the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2022 and 2021, condensed consolidated statements of convertible preferred stock and stockholders’ equity (deficit) for the three and six months ended June 30, 2022 and 2021 and the condensed consolidated statements of cash flows for the six months ended June 30, 2022 and 2021. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the accompanying notes for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (SEC) on March 23, 2022 (the Annual Report). The condensed consolidated balance sheet data as of December 31, 2021 presented for comparative purposes was derived from the Company’s audited consolidated financial statements but does not include all disclosures required by U.S. GAAP. The results for the three and six months ended June 30, 2022 and 2021 are not necessarily indicative of results to be expected for the year ending December 31, 2022, any other interim periods, or any future year or period. The Company’s significant accounting policies are disclosed in the audited consolidated financial statements for the year ended December 31, 2021 included in the Annual Report. Since the date of the audited consolidated financial statements for the year ended December 31, 2021 included in the Annual Report, there have been no changes to its significant accounting policies except as noted below.
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods presented. Key estimates in the consolidated financial statements include the Company’s ability to continue as a going concern, revenue recognition, impairment assessment for goodwill and intangible assets, allowance for doubtful accounts, estimated useful lives of property and equipment, valuation of inventory, accrued expenses, valuation of deferred income tax assets, valuation of derivative liabilities, share-based compensation, fair value of common stock prior to the Company’s initial public offering and accrued warranty are subject to significant estimation. Actual results could differ from those estimates.
Inventory	Inventories include material, labor and overhead and are stated at the lower of cost (first-in and first-out method) or net realizable value
Short-term Investments	Short-term Investments As of June 30, 2022, short-term investments primarily consisted of corporate debt securities, commercial paper, and U.S. Government securities. The Company classifies its investments in securities as available-for-sale because, for accounting purposes, they are not considered to be either held-to-maturity securities or trading securities. They are not considered to be held-to-maturity securities because the Company does not have the intent to hold those securities to maturity. They are not considered trading securities because they were not acquired with the intent of selling them within hours or days. The Company’s investments in securities are classified as current as they are available for use in current operations. Short-term investments are carried at fair value with the unrealized gains and losses included in other comprehensive loss as a component of stockholders’ equity until realized. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity and recorded as interest income. Realized gains and losses are determined using the specific identification method and are included in other expense, net. The Company evaluates its investments in securities that are in an unrealized loss position quarterly to determine if those securities are other-than-temporarily-impaired. If the Company intends to sell or if it is more likely than not that the Company will be required to sell those securities prior to the recovery of their book value, then those securities would be considered other-than-temporarily-impaired, and the Company would record this impairment as a loss through other expense, net. During the three and six months ended June 30, 2022 and 2021, the Company concluded that none of its investments in securities were other-than-temporarily-impaired and thus recorded no impairment losses for its investments in securities.

- Definition

Disclosure of inventory accounting policy for inventory classes, including, but not limited to, basis for determining inventory amounts, methods by which amounts are added and removed from inventory classes, loss recognition on impairment of inventories, and situations in which inventories are stated above cost.

+ References + Details

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Debt Securities, Available-for-sale

The following tables summarize the short-term investments held at June 30, 2022 (in thousands):


	June 30, 2022
	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
Assets
Commercial paper	$	12,233	$	—	$	—		$	12,233
Corporate bonds		1,426		—		(1	)		1,425
U.S. Government agencies		25,982		—		(33	)		25,949
Total	$	39,641	$	—	$	(34	)	$	39,607

Fair Value Measurement (Tables)

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis


	Fair value measurements as of June 30, 2022
	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	20,914	$	—	$	—	$	20,914
Commercial paper		—		12,233		—		12,233
Corporate bonds		—		1,425		—		1,425
U.S. Government agencies		—		25,949		—		25,949
Total	$	20,914	$	39,607	$	—	$	60,521

Liabilities
Contingent put option liability	$	—	$	—	$	112	$	112
Total	$	—	$	—	$	112	$	112


	Fair value measurements as of December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	79,893	$	—	$	—	$	79,893
Total	$	79,893	$	—	$	—	$	79,893

Liabilities
Contingent put option liability	$	—	$	—	$	108	$	108
Total	$	—	$	—	$	108	$	108

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation

The following table provides a roll-forward of the aggregate fair value of the Company’s derivative liabilities for which fair value is determined using Level 3 inputs (in thousands):


	Contingent put option liability
Fair value at December 31, 2021	$	108
Change in fair value		(23	)
Fair value at March 31, 2022		85
Change in fair value		27
Fair value at June 30, 2022	$	112


	Contingent put option liability
Fair value at December 31, 2020	$	51
Extinguishment of liability		(51	)
Issuance of liability		303
Fair value at March 30, 2021		303
Change in fair value		(169	)
Fair value at June 30, 2021	$	134

Inventory (Tables)

6 Months Ended

Jun. 30, 2022

Inventory Disclosure [Abstract]

Schedule of Inventory

The components of inventory consisted of the following on June 30, 2022 and December 31, 2021 (in thousands):


	June 30, 2022		December 31, 2021
Raw materials	$	1,053	$	962
Work in process and sub-assemblies		166		896
Finished goods		557		510
Total	$	1,776	$	2,368

Property and Equipment (Tables)

6 Months Ended

Jun. 30, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and equipment consisted of the following on June 30, 2022 and December 31, 2021 (in thousands):


	June 30, 2022			December 31, 2021
Machinery and equipment	$	3,884		$	2,589
Furniture and fixtures		64			—
Computer hardware and software		1,519			29
Leasehold improvements		58			95
Construction in progress		2,020			1,536
Total		7,545			4,249
Less: Accumulated depreciation and amortization		(1,239	)		(793	)
Total property and equipment, net	$	6,306		$	3,456

Goodwill and Other Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

The following table summarizes the estimated future amortization expense of the intangible assets as of June 30, 2022 (in thousands):


Years ending December 31:
2022	$	258
2023		515
2024		510
2025		478
2026		103
Thereafter		276
Total	$	2,140

Schedule of Other Intangible Assets, Net

Other intangible assets, net consists of the following (in thousands):


	June 30, 2022
	Gross Carrying Value		Accumulated Amortization			Net Carrying Value
Intellectual property	$	3,150		(1,500	)	$	1,650
Trade name		80		(16	)		64
Customer relationships		420		(18	)		402
Non-competition agreements		30		(6	)		24
Total	$	3,680		(1,540	)	$	2,140


	December 31, 2021
	Gross Carrying Value		Accumulated Amortization			Net Carrying Value
Intellectual property	$	3,150		(1,275	)	$	1,875
Trade name		80		(3	)		77
Customer relationships		420		(4	)		416
Non-competition agreements		30		(1	)		29
Total	$	3,680		(1,283	)	$	2,397

Leases (Tables)

6 Months Ended

Jun. 30, 2022

Leases [Abstract]

Lease, Cost

The components of lease cost under ASC 842 are as follows (in thousands):


	June 30,
	2022		2021
Lease costs
Finance lease cost:
Payment of finance lease liability	$	40	$	42
Interest on lease liabilities		2		7
Operating lease costs		625		460
Variable lease cost		307		251
Total lease cost	$	974	$	760

Supplemental disclosure of cash flow information related to leases are as follows (in thousands):


	June 30,
	2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	796	$	478
Operating cash flows from finance leases	$	2	$	7
Financing cash flows from finance leases	$	40	$	42

The weighted-average remaining lease term and discount rate were as follows:


	June 30,
	2022			2021
Weighted-average remaining lease term
Finance leases	0.5 years			1.5 years
Operating leases	4.3 years			3.6 years
Weighted-average discount rate
Finance leases		7.6	%		7.7	%
Operating leases		8.5	%		8.9	%

Lessee, Operating Lease and Finance Lease, Liability, Fiscal Year Maturity

The following table summarizes the minimum lease payments of the Company’s operating and finance lease liabilities as of June 30, 2022 (in thousands):


Year Ending December 31,	Operating			Finance
2022	$	515		$	40
2023		388			—
2024		323			—
2025		333			—
2026		343			—
Thereafter		307			—
Total future minimum lease payments		2,209			40
Less: imputed interest		(364	)		(1	)
Present value of operating lease liability	$	1,845		$	39

Less: current portion of lease liability		(596	)		(39	)
Non-current portion of lease liability		1,249			—

Notes Payable (Tables)

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments


	June 30, 2022			December 31, 2021
Principal amount of loans payable	$	15,000		$	15,000
Less: Current portion of loans payable		(4,204	)		(603	)
Loans payable, net of current portion		10,796			14,397
Accrued interest		101			94
Final debt payment liability		400			400
Debt discount and financing costs, net of accretion		(585	)		(803	)
Loans payable, net of discount and current portion	$	10,712		$	14,088

Schedule of Maturities of Long-term Debt

The estimated future principal payments due under the 2021 Loan Agreement were as follows:


	June 30, 2022
Estimated future principal payments due
2022	$	—
2023		7,500
2024		7,500
Total	$	15,000

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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-Name Accounting Standards Codification
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-Paragraph 1
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-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2022

Share-Based Payment Arrangement [Abstract]

Share-based Payment Arrangement, Option, Activity

Stock option activity under the 2019 Plan, the 2021 Plan and the 2021 SIP for the six months ended June 30, 2022 is as follows:


	Number of options			Weighted average exercise price		Weighted average remaining contractual term (in years)		Aggregate intrinsic value (in thousands)
Balances at December 31, 2021		2,550,984		$	6.09		9.1	$	12,417
Options granted		1,635,285			8.24
Options exercised		(82,286	)		1.13
Options cancelled		(77,617	)		4.94
Balances at June 30, 2022		4,026,366		$	7.09		9.1	$	330
Vested and expected to vest at June 30, 2022		3,237,416		$	6.96		9.1	$	319
Exercisable at June 30, 2022		702,599		$	5.08		8.4	$	180

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

The calculated value of option grants during the six months ended June 30, 2022 was estimated using the Black-Scholes option pricing model with the following weighted average assumptions:


	June 30, 2022
Risk free interest rate		2.1	%
Expected dividend yield		—	%
Expected term	5.04 years
Expected volatility		54.0	%

Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity

A summary of the restricted stock unit activity during the six months ended June 30, 2022 is as follows:


	Restricted Stock Units		Weighted-Average Grant Date Fair Value
Unvested at December 31, 2021		—	$	—
Granted		236,290		8.44
Unvested at June 30, 2022		236,290	$	8.44

Summary of Share-based Compensation Expense


	Three months ended		Six months ended
	June 30, 2022		June 30, 2022
Stock options	$	916	$	1,222
Restricted stock units		99		131
Employee stock purchase plan		103		213
Total	$	1,118	$	1,566

The Company recorded stock-based compensation expense in the following expense categories of its condensed consolidated statements of operations and comprehensive loss as follows (in thousands):


	Three months ended		Six months ended
	June 30, 2022		June 30, 2022
Research and development	$	179	$	256
Sales and marketing		130		173
General and administrative		809		1,137
Total	$	1,118	$	1,566

Net Loss Per Share (Tables)

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

Basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share amounts):


	Three months ended June 30,						Six months ended June 30,
	2022			2021			2022			2021
Numerator:
Net loss	$	(14,831	)	$	(9,201	)	$	(28,025	)	$	(16,643	)
Net loss attributable to common stockholders	$	(14,831	)	$	(9,201	)	$	(28,025	)	$	(16,643	)
Denominator:
Weighted average common stock outstanding - basic and diluted		29,435,838			8,697,707			29,383,870			6,955,084
Net loss per share attributable to common stockholders - basic and diluted	$	(0.50	)	$	(1.06	)	$	(0.95	)	$	(2.39	)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The Company excluded the following potential common shares from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:


	June 30,
	2022		2021
Series Z convertible preferred stock (as converted to common stock)		—		2,500,000
Series A convertible preferred stock (as converted to common stock)		—		7,599,274
Series A-1 convertible preferred stock (as converted to common stock)		—		4,980,055
Warrants to purchase common stock		—		1,081,745
Warrants to purchase Series A-1 convertible preferred stock (as converted to common stock)		—		154,022
Stock options to purchase common stock		4,026,366		856,555
Restricted stock units that vest into common stock		236,290		—
Shares issuable under employee stock purchase plan		132,070		—
Total		4,394,726		17,171,651

Organization and Operations (Details) $ in Millions	Nov. 18, 2021 USD ($)
Eton
Business Acquisition [Line Items]
Payments to acquire businesses	$ 13.6

Summary of Significant Accounting Policies - Summary of Short-Term Investments (Details) $ in Thousands	Jun. 30, 2022 USD ($)
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	$ 39,641
Unrealized Gains	0
Unrealized Losses	(34)
Fair Value	39,607
Commercial paper
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	12,233
Unrealized Gains	0
Unrealized Losses	0
Fair Value	12,233
Corporate bonds
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	1,426
Unrealized Gains	0
Unrealized Losses	(1)
Fair Value	1,425
U.S. Government agencies
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	25,982
Unrealized Gains	0
Unrealized Losses	(33)
Fair Value	$ 25,949

Summary of Significant Accounting Policies - Narrative (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Accounting Policies [Abstract]
Impairment losses on investments	$ 0	$ 0	$ 0	$ 0

Fair Value Measurement - Assets and Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Assets
Fair Value	$ 39,607
Commercial paper
Assets
Fair Value	12,233
Corporate bonds
Assets
Fair Value	1,425
U.S. Government agencies
Assets
Fair Value	25,949
Fair Value, Recurring
Assets
Total	60,521	$ 79,893
Liabilities
Total	112	108
Fair Value, Recurring \| Commercial paper
Assets
Fair Value	12,233
Fair Value, Recurring \| Corporate bonds
Assets
Fair Value	1,425
Fair Value, Recurring \| U.S. Government agencies
Assets
Fair Value	25,949
Fair Value, Recurring \| Contingent put option liability
Liabilities
Derivative liability	112	108
Fair Value, Recurring \| Money market funds
Assets
Derivative asset	20,914	79,893
Fair Value, Recurring \| Level 1
Assets
Total	20,914	79,893
Liabilities
Total	0	0
Fair Value, Recurring \| Level 1 \| Commercial paper
Assets
Fair Value	0
Fair Value, Recurring \| Level 1 \| Corporate bonds
Assets
Fair Value	0
Fair Value, Recurring \| Level 1 \| U.S. Government agencies
Assets
Fair Value	0
Fair Value, Recurring \| Level 1 \| Contingent put option liability
Liabilities
Derivative liability	0	0
Fair Value, Recurring \| Level 1 \| Money market funds
Assets
Derivative asset	20,914
Total		79,893
Fair Value, Recurring \| Level 2
Assets
Total	39,607	0
Liabilities
Total	0	0
Fair Value, Recurring \| Level 2 \| Commercial paper
Assets
Fair Value	12,233
Fair Value, Recurring \| Level 2 \| Corporate bonds
Assets
Fair Value	1,425
Fair Value, Recurring \| Level 2 \| U.S. Government agencies
Assets
Fair Value	25,949
Fair Value, Recurring \| Level 2 \| Contingent put option liability
Liabilities
Derivative liability	0	0
Fair Value, Recurring \| Level 2 \| Money market funds
Assets
Derivative asset	0	0
Fair Value, Recurring \| Level 3
Assets
Total	0	0
Liabilities
Total	112	108
Fair Value, Recurring \| Level 3 \| Commercial paper
Assets
Fair Value	0
Fair Value, Recurring \| Level 3 \| Corporate bonds
Assets
Fair Value	0
Fair Value, Recurring \| Level 3 \| U.S. Government agencies
Assets
Fair Value	0
Fair Value, Recurring \| Level 3 \| Contingent put option liability
Liabilities
Derivative liability	112	108
Fair Value, Recurring \| Level 3 \| Money market funds
Assets
Derivative asset	$ 0	$ 0

Fair Value Measurement - Narrative (Details)	3 Months Ended		6 Months Ended
Fair Value Measurement - Narrative (Details)	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Change in fair value of derivative liabilities	$ (27,000)	$ (1,251,000)	$ (4,000)	$ (1,547,000)
Measurement Input, Cost to Sell
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Long-term debt, measurement input	0.0801	0.0404	0.0801	0.0404
Measurement Input, Default Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Long-term debt, measurement input	0.25	0.25	0.25	0.25
Contingent put option liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Change in fair value of derivative liabilities	$ 27,000	$ 200,000	$ 4,000	$ 200,000

Fair Value Measurement - Roll forward of Level 3 Financial Instruments (Details) - Contingent put option liability - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 85	$ 108	$ 303	$ 51
Change in fair value	27	(23)	(169)
Extinguishment of liability				(51)
Issuance of liability				303
Ending balance	$ 112	$ 85	$ 134	$ 303

Inventory (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Raw materials	$ 1,053	$ 962
Work in process and sub-assemblies	166	896
Finished goods	557	510
Total	$ 1,776	$ 2,368

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total	$ 7,545	$ 4,249
Less: Accumulated depreciation and amortization	(1,239)	(793)
Total property and equipment, net	6,306	3,456
Machinery and equipment
Property, Plant and Equipment [Line Items]
Total	3,884	2,589
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total	64	0
Computer hardware and software
Property, Plant and Equipment [Line Items]
Total	1,519	29
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total	58	95
Construction in progress
Property, Plant and Equipment [Line Items]
Total	$ 2,020	$ 1,536

Property and Equipment - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 200	$ 100	$ 449	$ 189

Goodwill and Other Intangible Assets - Narrative (Details) - USD ($)		3 Months Ended		6 Months Ended
	Nov. 18, 2021	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Mar. 08, 2019
Finite-Lived Intangible Assets [Line Items]
Goodwill		$ 14,330,000		$ 14,330,000		$ 14,330,000	$ 3,500,000
Goodwill, impairment		0	$ 0	0	$ 0
Intangible assets		3,680,000		3,680,000		3,680,000
Amortization expense		100,000	$ 100,000	257,000	$ 225,000
Eton
Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 10,800,000
Trade Name
Finite-Lived Intangible Assets [Line Items]
Intangible assets		80,000		80,000		80,000
Trade Name \| Eton
Finite-Lived Intangible Assets [Line Items]
Intangible asset useful life (in years)	3 years
Other intangible assets acquired	$ 100,000
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Intangible assets		420,000		420,000		420,000
Customer Relationships \| Eton
Finite-Lived Intangible Assets [Line Items]
Intangible asset useful life (in years)	15 years
Other intangible assets acquired	$ 400,000
Noncompete Agreements
Finite-Lived Intangible Assets [Line Items]
Intangible assets		$ 30,000		$ 30,000		$ 30,000
Noncompete Agreements \| Eton
Finite-Lived Intangible Assets [Line Items]
Intangible asset useful life (in years)	3 years
Other intangible assets acquired	$ 30,000

Goodwill and Other Intangible Assets - Other Intangible Assets, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 3,680	$ 3,680
Accumulated Amortization	(1,540)	(1,283)
Net Carrying Value	2,140	2,397
Intellectual Property
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	3,150	3,150
Accumulated Amortization	(1,500)	(1,275)
Net Carrying Value	1,650	1,875
Trade Name
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	80	80
Accumulated Amortization	(16)	(3)
Net Carrying Value	64	77
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	420	420
Accumulated Amortization	(18)	(4)
Net Carrying Value	402	416
Non-competition Agreements
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	30	30
Accumulated Amortization	(6)	(1)
Net Carrying Value	$ 24	$ 29

Goodwill and Other Intangible Assets - Schedule of Amortization Expense (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
2022	$ 258
2023	515
2024	510
2025	478
2026	103
Thereafter	276
Net Carrying Value	$ 2,140	$ 2,397

Leases - Narrative (Details)	1 Months Ended
Leases - Narrative (Details)	Sep. 30, 2021 USD ($)	Jun. 30, 2022 USD ($) Lease
Lessee, Lease, Description [Line Items]
Number of outstanding leases \| Lease		6
Payments to be excluded		$ 45,100,000
Term of contract (in years)		10 years
10431 Wateridge Circle
Lessee, Lease, Description [Line Items]
Renovation price per unit (in USD per square foot)	$ 185.00
Renovation price	12,300,000
Additional allowance, up to (in USD per square foot)	10.00
Additional allowance, up to	700,000
Annual Lease Payments	$ 3,900,000
Annual rent increase (as a percent)	3.00%
Options to extend	one
Extension (in years)	5 years
Term of contract (in years)		10 years 3 months
Minimum
Lessee, Lease, Description [Line Items]
Term of leases (in months)		3 months
Maximum
Lessee, Lease, Description [Line Items]
Term of leases (in months)		65 months

Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Finance lease cost:
Payment of finance lease liability	$ 40	$ 42
Interest on lease liabilities	2	7
Operating lease costs	625	460
Variable lease cost	307	251
Lease, Cost, Total	$ 974	$ 760

Leases - Cash Flow Information (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Leases [Abstract]
Operating cash flows from operating leases	$ 796	$ 478
Operating cash flows from finance leases	2	7
Financing cash flows from finance leases	$ 40	$ 42

Leases - Weighted-Average Lease Terms and Interest Rates (Details)	Jun. 30, 2022	Jun. 30, 2021
Leases [Abstract]
Finance leases, weighted average remaining lease term (in years)	6 months	1 year 6 months
Operating leases, weighted average remaining lease term (in years)	4 years 3 months 18 days	3 years 7 months 6 days
Finance leases, weighted average discount rate (as a percent)	7.60%	7.70%
Operating leases, weighted average discount rate (as a percent)	8.50%	8.90%

Leases - Minimum Future Lease Payments (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Operating
2022	$ 515
2023	388
2024	323
2025	333
2026	343
Thereafter	307
Total future minimum lease payments	2,209
Less: imputed interest	(364)
Present value of operating lease liability	1,845
Less: current portion of lease liability	(596)	$ (1,156)
Non-current portion of lease liability	1,249	1,394
Finance
2022	40
2023	0
2024	0
2025	0
2026	0
Thereafter	0
Total future minimum lease payments	40
Less: imputed interest	(1)
Present value of operating lease liability	39
Less: current portion of lease liability	(39)	$ (81)
Non-current portion of lease liability	$ 0

Notes Payable - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
Principal amount of loans payable	$ 15,000	$ 15,000
Less: Current portion of loans payable	(4,204)	(603)
Loans payable, net of current portion	10,796	14,397
Accrued interest	101	94
Final debt payment liability	400	400
Debt discount and financing costs, net of accretion	(585)	(803)
Loans payable, net of discount and current portion	$ 10,712	$ 14,088

Notes Payable - Narrative (Details) - USD ($) $ in Thousands				1 Months Ended	3 Months Ended	6 Months Ended
	Jun. 18, 2021	Mar. 04, 2021	Sep. 05, 2019	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Loss on extinguishment of debt						$ (618)
Final debt payment							$ 400	$ 400
Success Fee
Debt Instrument [Line Items]
Derivative liability			$ 800
Common Stock
Debt Instrument [Line Items]
Shares issued for warrant exercises (in shares)	51,409			51,409	15,079,329
Preferred Warrant
Debt Instrument [Line Items]
Value of securities called by warrants		$ 200
Percent of advanced principal		1.50%
Participation Rights
Debt Instrument [Line Items]
Warrants liability							$ 100
Line of Credit \| Secured Debt \| 2019 Loan and Security Agreement
Debt Instrument [Line Items]
Proceeds from issuance of debt			$ 5,000
Loss on extinguishment of debt		$ (600)
Stated percentage rate (as a percent)			8.79%
Line of Credit \| Secured Debt \| 2019 Loan and Security Agreement \| LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate			6.38%
Line of Credit \| Secured Debt \| 2021 Loan Agreement
Debt Instrument [Line Items]
Proceeds from issuance of debt		$ 15,000
Stated percentage rate (as a percent)		7.25%					8.75%
Effective interest rate (as a percent)							11.54%
Final debt payment		$ 400
Line of Credit \| Secured Debt \| 2021 Loan Agreement \| Prime Rate
Debt Instrument [Line Items]
Basis spread on variable rate		4.00%
Line of Credit \| Secured Debt \| 2021 Loan Agreement, Second Term Loan
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 5,000

Notes Payable - Schedule of Maturities (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
2022	$ 0
2023	7,500
2024	7,500
Principal amount of loans payable	$ 15,000	$ 15,000

STOCKHOLDER'S EQUITY (Details) - USD ($) $ in Millions		1 Months Ended	3 Months Ended
STOCKHOLDER'S EQUITY (Details) - USD ($) $ in Millions	Jun. 18, 2021	Jun. 30, 2021	Jun. 30, 2021
Common Stock
Subsidiary, Sale of Stock [Line Items]
Shares issued for warrant exercises (in shares)	51,409	51,409	15,079,329
Conversion of Temporary Equity \| Common Stock
Subsidiary, Sale of Stock [Line Items]
Shares issued for warrant exercises (in shares)	15,079,329
Conversion of Warrants \| Common Stock
Subsidiary, Sale of Stock [Line Items]
Shares issued for warrant exercises (in shares)	1,201,059
IPO
Subsidiary, Sale of Stock [Line Items]
Number of shares sold in initial public offering (in shares)	7,666,664
Aggregate gross proceeds	$ 122.7
Net proceeds	$ 112.5
Over-Allotment Option
Subsidiary, Sale of Stock [Line Items]
Number of shares sold in initial public offering (in shares)	999,999

Stock-Based Compensation - Narrative (Details) - USD ($)		1 Months Ended	3 Months Ended		6 Months Ended
	Jun. 18, 2021	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Mar. 03, 2021	Mar. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Income tax benefit					$ 0
Options granted (in shares)					1,635,285
Weighted average grant date fair value (in USD per share)					$ 4.82
Unrecognized compensation expense			$ 9,500,000		$ 9,500,000
Period for recognition (in years)					3 years 1 month 6 days
Stock-based compensation expense			$ 1,118,000	$ 100,000	$ 1,566,000	$ 200,000
2019 Stock Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant (in shares)								5,544,187
2021 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved for future issuance (in shares)							6,000,000
2021 Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved for future issuance (in shares)		3,500,000	3,022,196	3,500,000	3,022,196	3,500,000
Additional shares allowed under plan (in shares)		5,250,000		5,250,000		5,250,000
Percentage of outstanding shares, maximum		5.00%
2021 Stock Incentive Plan \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved for future issuance (in shares)		2,459,970		2,459,970		2,459,970
ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant (in shares)	350,000		529,978		529,978
Additional shares allowed under plan (in shares)	1,050,000
Percentage of outstanding shares, maximum	1.00%
Common stock issued under ESPP (in shares)					113,207
Stock-based compensation expense			$ 103,000		$ 213,000

Stock-Based Compensation - Stock Option activity (Details) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares
Number of options
Outstanding at beginning of the period (in shares) \| shares	2,550,984
Options granted (in shares) \| shares	1,635,285
Options exercised (in shares) \| shares	(82,286)
Options cancelled (in shares) \| shares	(77,617)
Outstanding at end of the period (in shares) \| shares	4,026,366	2,550,984
Vested and expected to vest (in shares) \| shares	3,237,416
Exercisable (in shares) \| shares	702,599
Weighted average exercise price
Outstanding at beginning of period (in USD per share) \| $ / shares	$ 6.09
Options granted (in USD per share) \| $ / shares	8.24
Options exercised (in USD per share) \| $ / shares	1.13
Options cancelled (in USD per share) \| $ / shares	4.94
Outstanding at end of period (in USD per share) \| $ / shares	7.09	$ 6.09
Vested and expected to vest (in USD per share) \| $ / shares	6.96
Exercisable (in USD per share) \| $ / shares	$ 5.08
Weighted average remaining contractual term (in years)
Outstanding (in years)	9 years 1 month 6 days	9 years 1 month 6 days
Vested and expected to vest (in years)	9 years 1 month 6 days
Exercisable (in years)	8 years 4 months 24 days
Aggregate intrinsic value (in thousands)
Outstanding \| $	$ 330	$ 12,417
Vested and expected to vest \| $	319
Exercisable \| $	$ 180

Stock-Based Compensation - Fair Value Assumptions (Details)	6 Months Ended
	Jun. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk free interest rate	2.10%
Expected term	5 years 14 days
Expected volatility	54.00%
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield	0.00%

Stock-Based Compensation - Restricted Stock Unit Activity (Details) - Restricted Stock Units	6 Months Ended
	Jun. 30, 2022 $ / shares shares
Restricted Stock Units
Beginning balance (in shares) \| shares	0
Granted (in shares) \| shares	236,290
Ending balance (in shares) \| shares	236,290
Weighted-Average Grant Date Fair Value
Beginning balance (USD per share) \| $ / shares	$ 0
Granted (USD per share) \| $ / shares	8.44
Ending balance (USD per share) \| $ / shares	$ 8.44

Stock-Based Compensation - Classification of Expense Related to Award Type Categories (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 1,118	$ 100	$ 1,566	$ 200
Stock options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	916		1,222
Restricted Stock Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	99		131
Employee Stock Purchase Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 103		$ 213

Stock-Based Compensation - Classification of Expense Related to Expense Categories (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 1,118	$ 100	$ 1,566	$ 200
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	179		256
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	130		173
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 809		$ 1,137

Net Loss Per Share - Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021
Numerator:
Net loss	$ (14,831)	$ (13,194)	$ (9,201)	$ (7,442)	$ (28,025)	$ (16,643)
Net loss attributable to common stockholders	$ (14,831)		$ (9,201)		$ (28,025)	$ (16,643)
Denominator:
Weighted average common stock outstanding - basic (in shares)	29,435,838		8,697,707		29,383,870	6,955,084
Weighted average common stock outstanding - diluted (in shares)	29,435,838		8,697,707		29,383,870	6,955,084
Net loss per share attributable to common stockholders - basic (in USD per share)	$ (0.50)		$ (1.06)		$ (0.95)	$ (2.39)
Net loss per share attributable to common stockholders - diluted (in USD per share)	$ (0.50)		$ (1.06)		$ (0.95)	$ (2.39)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

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+ Details

Net Loss Per Share - Antidilutive Securities (Details) - shares	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	4,394,726	17,171,651
Equity Unit Purchase Agreements \| Series Z Convertible Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	0	2,500,000
Equity Unit Purchase Agreements \| Series A Convertible Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	0	7,599,274
Equity Unit Purchase Agreements \| Series A-1 Convertible Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	0	4,980,055
Warrant \| Common Stock Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	0	1,081,745
Warrant \| Series A-1 Convertible Preferred Stock Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	0	154,022
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	4,026,366	856,555
Restricted stock units that vest into common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	236,290	0
Shares issuable under employee stock purchase plan
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	132,070	0

Retirement Plan (Details) - USD ($) $ in Thousands	6 Months Ended
Retirement Plan (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Jun. 30, 2021
Retirement Benefits [Abstract]
Contribution costs	$ 0	$ 0

Collaboration (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Collaboration (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Total revenue	$ 5,655	$ 2,852	$ 11,291	$ 5,179
License
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Total revenue	$ 1,100		$ 2,200
Pfizer \| License
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Upfront payment					$ 8,000
Additional amounts to be received					10,000
Pfizer \| Clinical \| Minimum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payments to be received					20,000
Pfizer \| Clinical \| Maximum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payments to be received					55,000
Pfizer \| Sales Milestones \| Minimum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payments to be received					60,000
Pfizer \| Sales Milestones \| Maximum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payments to be received					$ 180,000
Royalty percentage					1.00%

Collaboration (Details 1) - Pfizer [Member] $ in Millions	Dec. 31, 2021 USD ($)
Research \| Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payments to be received	$ 7.7
Expected timing of revenue satisfaction (in years)	24 months
Material Rights \| Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payments to be received	$ 0.3
Expected timing of revenue satisfaction (in years)	3 years

Related Party Transactions (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Related Party Transactions [Abstract]
Payments to related parties	$ 0.3	$ 0.1

Subsequent Events (Details) - USD ($)	Aug. 09, 2022	Jun. 30, 2022	Dec. 31, 2021
Subsequent Event [Line Items]
Principal amount of loans payable		$ 15,000,000	$ 15,000,000
Debt Instrument, Interest Rate Terms	The Loan Agreements provide that, under certain circumstances, a default interest rate will apply on all obligations under such agreement during the existence of an event of default, at a per annum rate equal to 2.0% above the applicable interest rate.
Credit, Security and Guaranty Agreement \| Subsequent Event \| Minimum
Subsequent Event [Line Items]
Debt instrument, cash covenant	$ 7,000,000.0
Credit, Security and Guaranty Agreement \| Revolving Credit Facility \| Subsequent Event
Subsequent Event [Line Items]
Maximum borrowing capacity	$ 10,000,000.0
Basis spread on variable rate	1.50%
Stated percentage rate (as a percent)	3.00%
Unused line fee percentage	0.50%
Debt Instrument, Maturity Date	Aug. 01, 2027
Credit, Security and Guaranty Agreement \| Secured Term Loan Facility \| Subsequent Event
Subsequent Event [Line Items]
Exit fee percentage	4.50%
Debt Instrument, Maturity Date	Aug. 01, 2027
Credit, Security and Guaranty Agreement \| Secured Term Loan Facility \| Subsequent Event \| SOFR
Subsequent Event [Line Items]
Basis spread on variable rate	1.50%
Stated percentage rate (as a percent)	5.75%
Credit, Security and Guaranty Agreement \| Secured Term Loan Facility \| Subsequent Event \| Prepayments Made During Year One
Subsequent Event [Line Items]
Prepayment premium percentage	3.00%
Credit, Security and Guaranty Agreement \| Secured Term Loan Facility \| Subsequent Event \| Prepayments Made During Year Two
Subsequent Event [Line Items]
Prepayment premium percentage	2.00%
Credit, Security and Guaranty Agreement \| Secured Term Loan Facility \| Subsequent Event \| Prepayments Made During Year Three
Subsequent Event [Line Items]
Prepayment premium percentage	1.00%
Credit, Security and Guaranty Agreement \| Secured Term Loan Facility \| Subsequent Event \| Maximum
Subsequent Event [Line Items]
Aggregate principal amount	$ 30,000,000.0
Credit, Security and Guaranty Agreement \| Secured Term Loan Facility \| Subsequent Event \| Maximum \| Tranche 1 Term Loan
Subsequent Event [Line Items]
Aggregate principal amount	20,000,000.0
Credit, Security and Guaranty Agreement \| Secured Term Loan Facility \| Subsequent Event \| Maximum \| Tranche 2 Term Loan
Subsequent Event [Line Items]
Aggregate principal amount	5,000,000.0
Credit, Security and Guaranty Agreement \| Secured Term Loan Facility \| Subsequent Event \| Maximum \| Tranche 3 Term Loan
Subsequent Event [Line Items]
Aggregate principal amount	$ 5,000,000.0