0000950170-23-009037 | 10-K | XBRL Viewer

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Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2022	Feb. 28, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-40497
Entity Registrant Name	Telesis Bio Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	45-1216839
Entity Address, Address Line One	10431 Wateridge Circle
Entity Address, Address Line Two	Suite 150
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	TBIO
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 16.8
Entity Common Stock, Shares Outstanding		29,647,091
Entity Central Index Key	0001850079
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Documents Incorporated by Reference	Portions of the registrant’s definitive Proxy Statement relating to the 2023 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. The proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2022.

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2022
Audit Information [Abstract]
Auditor Name	WithumSmith+Brown, PC
Auditor Location	San Francisco, California
Auditor Firm ID	100

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 30,419	$ 82,806
Restricted cash	175
Short-term investments	13,159
Accounts receivable, net of allowance for bad debts of $343 and $0 at December 31, 2022 and 2021, respectively	5,851	3,665
Inventory	2,200	2,368
Prepaid expenses and other current assets	3,288	4,345
Total current assets	55,092	93,184
Property and equipment, net	6,861	3,456
Right-of-use assets	1,660	2,281
Other long-term assets	981	609
Goodwill	14,886	14,330
Other intangible assets, net	1,882	2,397
Total Assets	81,362	116,257
Current liabilities:
Accounts payable	1,295	2,499
Accrued employee expenses	5,858	3,849
Finance lease liability, current portion	59	81
Operating lease liability, current portion	578	1,156
Deferred revenue, current portion	3,958	205
Notes payable, current portion	0	603
Other accrued liabilities	1,377	1,005
Other current liabilities	373	335
Total current liabilities	13,498	9,733
Operating lease liability, net of current portion	1,111	1,394
Finance lease liability, net of current portion	30
Notes payable, net of discount and current portion	19,649	14,088
Derivative liabilities	367	108
Deferred revenue, net of current portion	142	150
Total liabilities	34,797	25,473
Commitments and contingencies (Note 11)
Stockholders' equity
Preferred stock, $0.0001 par value; 5,000,000 and 0 shares authorized at December 31, 2022 and 2021, respectively. No shares issued and outstanding	0	0
Common stock, $0.0001 par value; 100,000,000 shares authorized at December 31, 2022 and 2021; X and 29,318,578 shares issued and outstanding at December 31, 2022 and 2021, respectively	5	5
Additional paid-in capital	160,304	156,049
Accumulated other comprehensive loss	(3)
Accumulated deficit	(113,741)	(65,270)
Total stockholders' equity	46,565	90,784
Total liabilities and stockholders' equity	$ 81,362	$ 116,257

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Assets
Allowance for bad debts	$ 343	$ 0
Stockholders' equity
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	5,000,000	0
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)	29,647,091	29,318,578
Common stock, shares outstanding (in shares)	29,647,091	29,318,578

Consolidated Statements of Operations and Comprehensive Loss - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenue:
Total revenue	$ 27,435,000	$ 11,043,000
Cost of revenue	11,840,000	6,744,000
Gross profit	15,595,000	4,299,000
Operating expenses:
Research and development	23,460,000	14,466,000
Sales and marketing	16,489,000	10,958,000
General and administrative	22,131,000	14,249,000
Total operating expenses	62,080,000	39,673,000
Loss from operations	(46,485,000)	(35,374,000)
Other expense, net:
Interest expense, net	(1,217,000)	(1,369,000)
Change in fair value of derivative liabilities	8,000	(1,521,000)
Loss on extinguishment of debt	(727,000)	(618,000)
Other expense, net	(26,000)	(62,000)
Total other expense, net	(1,962,000)	(3,570,000)
Loss before provision for income taxes	(48,447,000)	(38,944,000)
Provision for income taxes	(24,000)	(14,000)
Net loss	(48,471,000)	(38,958,000)
Unrealized loss on available-for-sale short-term investments	(3,000)	0
Total comprehensive loss	(48,474,000)	(38,958,000)
Net loss attributable to common stockholders	$ (48,471,000)	$ (38,958,000)
Net loss per share attributable to common stock holders
Basic (in dollars per share)	$ (1.65)	$ (2.14)
Diluted (in dollars per share)	$ (1.65)	$ (2.14)
Weighted average common stock outstanding
Basic (in shares)	29,463,361	18,222,495
Diluted (in shares)	29,463,361	18,222,495
Product revenue
Revenue:
Total revenue	$ 10,913,000	$ 6,818,000
Service revenue
Revenue:
Total revenue	7,121,000	1,644,000
Collaboration revenue
Revenue:
Total revenue	6,650,000	160,000
Royalties and other revenue
Revenue:
Total revenue	$ 2,751,000	$ 2,421,000

Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity - 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		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 shares upon initial public offering, net of issuance costs (in shares)		7,666,664
Issuance of shares of common stock upon initial public offering, net of issuance costs of $8,587	112,484	$ 1	112,483
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
Payment of offering costs	(226)		(226)
Issuance of common stock upon exercise of stock options (in shares)		296,160
Issuance of Common Stock upon exercise of stock options	173		173
Stock-based compensation expense	1,086		1,086
Unrealized loss on available- for-sale short-term investments	0
Net loss	$ (38,958)			(38,958)
Balance at end of period (in shares) at Dec. 31, 2021	29,318,578	29,318,578
Balance at end of period at Dec. 31, 2021	$ 90,784	$ 5	156,049	(65,270)
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
Convertible Preferred Stock
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)
Issuance of common stock upon exercise of stock options (in shares)	90,678	90,678
Issuance of Common Stock upon exercise of stock options	$ 98		98
Issuance of Common Stock related to ESPP (Shares)		237,835
Issuance of Common Stock related to ESPP	482		482
Stock-based compensation expense	3,727		3,727
Unrealized loss on available- for-sale short-term investments	(3)				$ (3)
Payment of financing costs	(52)		(52)
Net loss	$ (48,471)			(48,471)
Balance at end of period (in shares) at Dec. 31, 2022	29,647,091	29,647,091
Balance at end of period at Dec. 31, 2022	$ 46,565	$ 5	$ 160,304	$ (113,741)	$ (3)
Balance at end of period (in shares) at Dec. 31, 2022	0
Balance at end of period at Dec. 31, 2022	$ 0

Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Payment of offering costs	$ 8,587

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash Flows From Operating Activities:
Net loss	$ (48,471)	$ (38,958)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	1,156	450
Amortization of intangible assets	515	458
Amortization of debt discount	482	480
Loss on disposal of assets	2	27
Loss on debt extinguishment	727	618
Stock-based compensation	3,727	1,086
Amortization of lease right-of-use assets	1,204	666
Non-cash interest on finance leases		(9)
Accretion of discount on short-term investments	(179)
Changes in assets and liabilities:
Accounts receivable	(2,186)	(735)
Inventories	168	(1,462)
Deposits, prepaid expenses and other current assets	685	(3,916)
Accounts payable, accrued payroll and accrued liabilities	1,163	4,394
Deferred revenue	3,744	(542)
Operating lease liabilities	(1,444)	(776)
Net cash used in operating activities	(38,715)	(36,698)
Cash Flows From Investing Activities:
Purchase of acquired business, net of cash acquired		(13,186)
Payment of acquisition related costs	(556)
Proceeds from maturities of short-term investments	64,445
Purchases of short-term investments	(77,428)
Purchase of property and equipment	(4,468)	(1,854)
Net cash used in investing activities	(18,007)	(15,040)
Cash Flows From Financing Activities:
Borrowings on term loan, net	19,761	14,872
Repayment of term loan	(15,000)	(5,000)
Debt extinguishment costs	(700)	(1,141)
Finance lease liability	(79)	(81)
Net proceeds from issuance of shares of common stock in initial public offering		112,484
Payments of offering costs	(52)	(226)
Proceeds from the exercise of common stock options	98	173
Proceeds from the issuance of common stock related to ESPP	482
Net cash provided by financing activities	4,510	121,081
Net Change In Cash, Cash Equivalents, and Restricted Cash	(52,212)	69,343
Cash, cash equivalents, and restricted cash at beginning of year	82,806	13,463
Cash, cash equivalents, and restricted cash at end of year	30,594	82,806
Supplemental Disclosure Of Cash Flow Information:
Cash paid for interest	1,379	825
Purchases of property and equipment included in accounts payable and accrued expenses	148	684
Issuance of preferred stock warrant in connection with term loan		322
Extinguishment of put option derivative liability in connection with term loan	(112)	(51)
Issuance of put option derivative liability in connection with term loan	379	303
Conversion of shares of convertible preferred stock into common stock		38,914
Conversion of warrant into shares of common stock		2,770
Right-of-use-assets obtained in exchange for operating lease liabilities	583	1,904
Right-of-use-assets obtained in exchange for finance lease liabilities	87
Right-of-use asset derecognized upon lease modification		2,047
Warrant
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative liabilities		1,854
Put Option
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative liabilities	$ (8)	(195)
Participation Rights
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative liabilities		(420)
Success Fee
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative liabilities		$ 282

Organization and Operations

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND OPERATIONS

1. ORGANIZATION AND OPERATIONS

Business

Telesis Bio 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, to Codex DNA, Inc. in March 2020, and then to Telesis Bio Inc. in November 2022. SGI-DNA Limited, a United Kingdom company focused on sales and marketing activities, is a wholly owned subsidiary of Telesis Bio 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 March 8, 2019, SGI sold SGI-DNA to GATTACA Mining, LLC (Purchaser or GATTACA) by entering into a stock purchase agreement to sell all of the Company’s outstanding common and preferred stock in exchange for a $10 million non-recourse promissory note. Both the Company and Purchaser are co-borrowers of the promissory note. As this transaction was a change in control transaction in accordance with generally accepted accounting principles in the United States (U.S. GAAP), the Company elected to apply push-down accounting and recognized a step up in the basis of the assets acquired and liabilities assumed in the acquisition.

On June 10, 2021, the Company’s Board of Directors and stockholders approved a 3-for-1 reverse stock split of the Company’s issued and outstanding common stock and outstanding shares of convertible preferred stock, which was effected on June 11, 2021. The reverse stock split also applied to all outstanding securities or rights convertible into, or exchangeable or exercisable for, common stock or convertible preferred stock. Accordingly, all shares, stock options, warrants and per share information presented in the accompanying consolidated financial statements and notes thereto have been retroactively adjusted to reflect the reverse stock split. There was no change in the par value and authorized number of shares of the Company’s common stock or preferred stock.

On June 18, 2021, the Company completed an initial public offering (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 shares began trading on the Nasdaq Global Select Market under the ticker symbol “DNAY” on June 18, 2021. The Company has since changed its ticker symbol to "TBIO" in connection with its name change to Telesis Bio, Inc. 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.

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 $14.1 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.

Going Concern

Under Accounting Standards Update ("ASU”) No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40), the Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about its ability to meet its future financial obligations as they become due within one year after the date that the financial statements are issued. The Company has incurred losses and negative cash flows from operations in each year since its inception. As of December 31, 2022, the Company had an accumulated deficit of $113.7 million. From its inception through December 31, 2022, the Company has received $112.5 million in net proceeds upon completion of its IPO. Prior to the IPO, the Company had funded operations with proceeds from the issuance of convertible notes and convertible preferred stock, payments received from royalties and product sales, and proceeds from borrowings under credit facilities. The Company has also received $8.0 million in upfront payments and $2.5 million in milestone payments under its collaboration with Pfizer Inc. (Note 16). Until such time, if ever, as the Company can generate substantial product revenue and/or collaboration revenue and achieve sustained profitability, the Company expects to finance its cash needs through a combination of equity offerings, drawing on existing credit facilities, collaborations, strategic alliances, licensing arrangements and other sources of funding. However, the existing credit facilities may not be available if certain financial covenants are not achieved. Although the Company is actively pursuing new financing opportunities, it may not be able to raise cash on terms acceptable to the Company or at all. There can be no assurance that the Company will be successful in obtaining additional funding. Financings, if available, may be on terms that are dilutive to shareholders, and the prices at which new investors would be willing to purchase the Company’s securities may be lower than the current price of ordinary shares. The holders of new securities may also receive rights, preferences or privileges that are senior to those of existing holders of ordinary shares. If additional financing is not available or is not available on acceptable terms, the Company could be forced to delay, limit, reduce or terminate product development or future commercialization efforts or grant rights to develop and market products or product candidates that the Company would otherwise prefer to develop and market itself. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Based upon the Company’s current level of expenditures, management believes there currently is insufficient financial resources to fund the Company’s operations for at least twelve months from the filing date of this Annual Report. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The Company has prepared the accompanying consolidated financial statements in accordance with U.S. GAAP and included the accounts of the Company and its wholly owned subsidiaries after the elimination of all significant intercompany accounts and transactions.

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, accrued warranty and valuation of acquired businesses are subject to significant estimation. Actual results could differ from those estimates.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current presentation. The Company reclassified an aggregate of $0.1 million of field services and technical support costs from the research and development line to the sales and marketing and general administrative lines on the consolidated statement of operations and comprehensive loss for the year ended December 31, 2021. The Company believes these costs are better reflected in sales and marketing. The reclassification had no impact on net loss for the year ended December 31, 2021.

Concentrations of Credit Risk and Significant Customers

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents, and accounts receivable.

The Company’s accounts receivable are derived from revenue earned from customers. The Company does not require collateral on accounts receivable. The Company maintains reserves for estimated potential credit losses. For the year ended December 31, 2022, one customer accounted for 10% of the Company’s accounts receivable balance and one customer accounted for 24% of the Company’s revenue. For the year ended December 31, 2021, one customer accounted for 11% of the Company’s accounts receivable balance and one customer accounted for 14% of the Company’s revenue.

The Company has significant cash balances at accredited financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash deposited with banks and money market funds. The Company considers all highly liquid investments with an original maturity of 90 days or less at the date of purchase to be cash equivalents. The Company’s cash equivalents as of December 31, 2022, are funds held in a money market accounts and are measured at fair value on a recurring basis.

Short-term Investments

As of December 31, 2022, short-term investments primarily consisted of 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 year ended December 31, 2022, 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 December 31, 2022 (in thousands):


	December 31, 2022
	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
Assets
Commercial paper	$	1,737	$	—	$	—		$	1,737
U.S. Government agencies		11,425		1		(4	)		11,422
Total	$	13,162	$	1	$	(4	)	$	13,159

As of December 31, 2022, all short-term investments held by the Company had remaining contractual maturities of one year or less.

Restricted Cash

In accordance with ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, the Company explains the change during the period in the total of cash, cash equivalents and restricted cash, and includes restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the consolidated statements of cash flows.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheet dates that comprise the total of the same such amounts shown in the consolidated statements of cash flows for all years presented herein (in thousands):


	December 31,
	2022		2021
Cash and cash equivalents	$	30,419	$	82,806
Restricted cash		175		—
Total cash, cash equivalents, and restricted cash as shown in the consolidated statements of cash flows	$	30,594	$	82,806

Accounts Receivable

Accounts receivable is comprised of amounts due from third-party payors recorded at the invoice amount and does not bear interest. The Company reports accounts receivable net of estimated contractual adjustments and any allowance for doubtful accounts. The Company reviews accounts receivable on an ongoing basis to determine collectability. The Company maintains an allowance for doubtful accounts based on its assessment of the collectability of the amounts owed to the Company by its customers. The Company considers the following in determining the level of allowance required: its customer’s payment history, the age of the receivable, the credit quality of its customers, the general financial condition of its customer base and other factors that may affect the customers’ ability to pay. The Company writes off accounts against the allowance for doubtful accounts when they are deemed to be uncollectible. Net accounts receivable amounted to $5.9 million and $3.7 million as of December 31, 2022 and 2021, respectively. Net accounts receivable include an allowance for doubtful accounts of $0.3 million and $0, as of December 31, 2022 and 2021 respectively, for those accounts deemed uncollectible by the Company.

Inventory

Inventory, which primarily consists of raw materials, labor and overhead related to work in process and sub-assemblies are stated at the lower of cost or net realizable value. Cost is computed using standard cost, which approximates actual cost on a first-in, first-out basis. Net realizable value is evaluated by considering obsolescence, excessive levels of inventory, deterioration and other factors. Adjustments to reduce the cost of inventory to its net realizable value, if required, are made for estimated excess, obsolescence or impaired inventory. Excess and obsolete inventory is charged to cost of revenue and a new, lower-cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration of amounts previously written off.

Property and Equipment

Property and equipment are recorded at cost, net of accumulated depreciation and amortization. The Company depreciates property and equipment using the straight-line method over estimated useful lives ranging from three to five years. Leasehold improvements and equipment held under capital leases are amortized on a straight-line basis over the shorter of the lease term or the estimated life of the asset.

Upon the sale or retirement of assets, the cost and related accumulated depreciation and amortization are removed from the balance sheet and the resulting gain or loss is reflected in other expense, net in the consolidated statements of operations and comprehensive loss. Maintenance and repairs are charged to the general and administrative expenses in the consolidated statements of operations and comprehensive loss as incurred.

Intangible Assets

The Company has intangible assets and goodwill recorded in connection with its acquisition in March 2019, as well as from the Eton acquisition. Intangible assets are recognized apart from goodwill if they arise from contractual or other legal rights or if they are separable. An asset is considered separable if (a) it is capable of being separated from the acquired entity and sold, transferred, licensed, rented or exchanged, or (b) it can be conveyed in combination with a related asset or liability. Those assets that do not meet either criterion are included in goodwill for financial reporting purposes.

Intangible assets are amortized over their estimated useful lives based upon the estimated economic value derived from the related intangible asset. Intangible assets are reviewed for impairment whenever events or changes in circumstances, such as service discontinuance, technological obsolescence, or significant decreases in the Company’s market capitalization indicate that the carrying amount of the asset may not be recoverable. When such events occur, the Company compares the carrying amount of the asset to the undiscounted expected future cash flows related to the asset. If this comparison indicates that an impairment is present, the amount of the impairment is calculated as the difference between the carrying amount and the fair value of the asset. There was no impairment recorded for the years ended December 31, 2022 and 2021.

Goodwill

The Company recognizes the excess of the purchase price over the fair value of identifiable net assets acquired as goodwill. Goodwill is not amortized but is tested for impairment annually or more frequently if events or changes in circumstances indicate that the carrying amount of the goodwill may not be recoverable. The Company’s goodwill impairment tests are performed at the enterprise level given the Company’s single reporting unit.

The Company’s goodwill impairment analysis first assesses qualitative factors to determine whether events or circumstances existed that would lead the Company to conclude it is more likely than not that the fair value of the reporting unit is below its carrying amount. If the Company determines that it is more likely than not that the fair value of the reporting unit is below the carrying amount, a quantitative goodwill assessment is required. In the quantitative evaluation, the fair value of the reporting unit is determined and compared to the carrying value. If the fair value is greater than the carrying value, then the carrying value is deemed to be recoverable and no further action is required. If the fair value estimate is less than the carrying value, goodwill is considered impaired for the amount by which the carrying value exceeds the reporting unit’s fair value and a charge would be recognized as impairment of goodwill in the consolidated statements of operations and comprehensive loss. There was no impairment of goodwill recorded for the years ended December 31, 2022 and 2021.

Accounting for Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset or asset group to the future undiscounted cash flows expected to be generated by the asset or asset group. No such impairments have been identified for the years ended December 31, 2022 and 2021.

Leases

ASC Topic 842, “Leases” (“ASC 842”), requires lessees to recognize most leases on the balance sheet with a corresponding right-to-use asset (“ROU asset”). ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of fixed lease payments over the lease term. ROU assets are evaluated for impairment using the long-lived assets impairment guidance.

Leases will be classified as financing or operating, which will drive the expense recognition pattern. The Company elects to exclude short-term leases if and when the Company has them.

The Company leases office and laboratory space, all of which are operating leases (see Note 7). Most leases include the option to renew and the exercise of the renewal options is at the Company’s sole discretion. Options to renew a lease are not included in the Company’s assessment unless there is reasonable certainty that the Company will renew. In addition, the Company’s lease agreements generally do not contain any residual value guarantees or restrictive covenants.

The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rate, which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment.

For real estate leases, the Company has elected the practical expedient under ASC 842 to account for the lease and non-lease components together for existing classes of underlying assets and allocates the contract consideration to the lease component only. This practical expedient is not elected for manufacturing facilities and equipment embedded in product supply arrangements.

Business Combinations

The Company accounts for acquisitions using the acquisition method of accounting. The fair value of purchase consideration is allocated to the tangible and intangible assets acquired, and liabilities assumed, based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of the identifiable assets acquired and liabilities assumed is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets.

Significant estimates in valuing certain identifiable assets include, but are not limited to, the selection of valuation methodologies, future expected cash flows, discount rates, and useful lives. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Acquisition costs, such as legal and consulting fees, are expensed as incurred and are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss. During the measurement period, which is up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statements of operations and comprehensive loss.

Deferred Offering Costs

The Company capitalizes within other current assets certain legal, consulting and other third-party fees that are directly related to the Company’s in-process equity financings, until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction of the proceeds received as a result of the offering. Should a planned equity financing be abandoned, terminated, or significantly delayed, the deferred offering costs are immediately written off to operating expenses. There were $0 and $0.9 million of offering costs capitalized during the years ended December 31, 2022 and 2021, respectively.

Deferred Financing Costs

The Company capitalizes certain legal and other third-party fees that are directly associated with obtaining access to capital under credit facilities. Deferred financing costs incurred in connection with obtaining access to capital under credit facilities are recorded as a reduction to the carrying amount of the debt and amortized to interest expense using the effective interest method over the repayment term.

Income Taxes

The Company is a C Corporation for federal income tax purposes. The Company was not profitable during the years ended December 31, 2022 and 2021. Accordingly, no provision for federal income taxes has been presented in the accompanying consolidated statements of operations and comprehensive loss.

The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases, including operating losses and tax credit carryforwards, if applicable. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which the differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in income in the period that includes the enactment date.

A valuation allowance may be established for carryforwards and other deferred tax assets when it is more likely than not that such deferred tax assets will not be realized. Based on its facts, the Company considered all available evidence, both positive and negative, including historical levels of taxable income, expectations, and risks associated with estimates of future taxable income, and ongoing prudent and feasible tax planning strategies in assessing the need for a valuation allowance. The Company recorded a valuation allowance against the deferred tax asset as the Company believes it is more likely than not that the deferred asset will not be utilized.

The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes. A tax position that meets the more likely than not

recognition threshold is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest and penalties in general and administrative expenses. The Company has determined that it has an uncertain tax position as it relates to its state research and development credits for the years ended December 31, 2022 and 2021 (see Note 11).

Share-Based Compensation

For share-based awards granted to employees and directors, the Company estimates the grant-date fair value using the Black-Scholes option-pricing model. Compensation expense for these awards is recognized net of the estimated forfeiture rate, over the requisite service period, which is generally the vesting period of the respective award.

For share-based awards granted to non-employees, the Company adopted Accounting Standards Update No. (ASU) 2018-07, Compensation—Stock Compensation (Topic 718) (ASU 2018-07) at inception, as discussed below, in which the measurement date for non-employee awards is the date of grant. The compensation expense for non-employees is recognized in the same manner as if the Company had paid cash in exchange for the goods or services, which is generally the vesting period of the award. The Company applies an estimated forfeiture rate to share-based compensation.

The Company classifies share-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient's payroll costs are classified or in which the award recipient's service payments are classified.

Revenue Recognition

The Company recognizes revenues in accordance with Financial Accounting Standards Board (FASB) ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (ASC 606). To date, revenues have consisted primarily of payments received related to product sales, services and royalty agreements. Under ASC 606, the Company recognizes revenue when customers obtain control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services.

Revenue for product sales is recognized upon delivery to the customer. Revenue related to extended product warranty arrangements is deferred and recognized over time as services are delivered. To determine the appropriate amount of revenue to be recognized for arrangements determined to be within the scope of ASC 606, the Company performs the following five steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the assessment of the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when, or as the Company satisfies each performance obligation. As part of the accounting for arrangements under ASC 606, management must use its significant judgment to determine: (a) the performance obligations based on the determination under step (ii) above; (b) the transaction price under step (iii) above; and (c) the standalone selling price for each performance obligation identified in the contract for the allocation of transaction price in step (iv) above. Management also uses its judgment to determine whether milestones or other variable consideration, except for royalties and sales-based milestones, should be included in the transaction price as described below. The transaction price is allocated to each performance obligation based on the relative stand-alone selling price of each performance obligation in the contract, and revenue is recognized based on those amounts when, or as, the performance obligations under the contract are satisfied.

The standalone selling price is the price at which an entity would sell a promised good or service separately to a customer. Management estimates the standalone selling price of each of the identified performance obligations in customer contracts, maximizing the use of observable inputs. Because the Company has not sold the same goods or services in the contracts separately to any customers on a standalone basis and there are no similar observable transactions in the marketplace, the Company estimates the standalone selling price of each performance obligation in customer arrangements based on estimated costs to be incurred to fulfil obligations associated with the performance, plus a reasonable margin.

Amounts received prior to revenue recognition are recorded as deferred revenue in the consolidated balance sheets. Amounts expected to be recognized as revenue within the twelve months following the balance sheet date are classified as deferred revenue, current portion in the consolidated balance sheets. Amounts not expected to be recognized as revenue within the twelve months following the balance sheet date are classified as other long-term liabilities in the consolidated balance sheets. Amounts are recorded as accounts receivable when the right to consideration is unconditional.

Product Revenue, Net

The Company recognizes revenue on product sales to customers when the transfer of control happens, which generally occurs upon shipment. The Company recognizes revenue on installation and training when the service has been rendered. The Company includes a standard one year warranty with its product sales. These standard warranties are accounted for at the time product revenues are recognized. The Company also offers extended warranty for an additional fee. Revenue related to extended warranty is recognized on a straight-line basis over the term. Product revenues are recorded net of variable consideration, including discounts.

Product Returns

The Company does not generally offer customers the ability to return product and has received an immaterial amount of returns to date.

Service Revenue

The Company recognizes service revenue at a point in time when the service has been rendered and control of promised goods and services are transferred to a customer.

Collaboration Revenue

Research collaboration agreements are recognized as the research services are performed. See Note 16 for additional description of collaboration revenue.

Royalties and Other Revenue

Royalties and other revenue consist of fees charged for the license of non-exclusive rights of the Company’s patents to third parties and grant revenue received from government entities as reimbursement of expenses related to the development and use of synthetic biology tools to develop solutions to address various areas of concern. The royalties and other revenue are recognized at the same time as the third parties record the revenue associated with the use of the license. The grant revenue from the contracts is recognized as the services are performed or ratably over the milestone period and typically require the performance of specific activities and timely reporting of results. Associated expenses are recognized when incurred. Revenue and related expenses are presented gross in the consolidated statements of operations and comprehensive loss.

Warranties

The Company provides warranty coverage on its systems. Warranty coverage includes providing labor and parts necessary to repair the systems during the warranty period. The standard warranty coverage is twelve months for system sales. In addition, customers may pay for enhanced warranty service or to extend the warranty period to 24 months. Warranty revenue is deferred and recognized over the warranty period as a part of product sales in the consolidated statements of operations and comprehensive loss. The Company charges warranty expenses to cost of revenue in the period the expense is incurred. The changes in deferred revenue for warranties during the years ended December 31, 2022 and 2021 are summarized as follows (in thousands):


Balance at December 31, 2020	$	257
Warranty revenue deferred		487
Warranty revenue recognized		(389	)
Balance at December 31, 2021		355
Warranty revenue deferred		615
Warranty revenue recognized		(571	)
Balance at December 31, 2022	$	399

The deferred revenue for warranties at December 31, 2022 and 2021 are summarized as follows (in thousands):


	December 31,
	2022		2021
Deferred warranty revenue, current portion	$	257	$	205
Deferred warranty revenue, net of current portion		142		150
Total deferred warranty revenue	$	399	$	355

Shipping and Handling Costs

Shipping and handling costs are included as a component of cost of revenue in the consolidated statements of operations and comprehensive loss.

Fair Value of Assets and Liabilities

In accordance with ASC 820, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which the Company would transact, and considers assumptions that market participants would use when pricing the asset or liability. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs).

The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy as described below:

Level 1–Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2–Directly or indirectly observable inputs as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in markets that are not active. Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment since the input assumption used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets substantially the full term of the financial instrument.

Level 3–Unobservable inputs that are supported by little or no market data and require the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions.

The Company’s contingent put liability is carried at fair value, determined according to Level 3 inputs in the fair value hierarchy described above (see Note 3).The carrying value of the Company's prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair value principally because of the short-term maturities of these instruments.

Research and Development

Research and development costs, including direct and allocated expenses, are expensed in the period incurred. Research and development costs include payroll and personnel expense, consulting costs, external contract research and development costs, raw materials and allocated overhead such as depreciation and amortization, rent and utilities. Advance payments for goods and services to be used in future research and development activities are recorded as prepaid expenses and are expensed over the service period as the services are provided or when the goods are consumed.

Advertising

The Company expenses the cost of advertising, including promotional expenses, as incurred. Advertising and promotional expenses for the years ended December 31, 2022 and 2021 were $1.0 million and $0.9 million, respectively.

Comprehensive Income (Loss)

Comprehensive income (loss) includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. Other comprehensive loss consists of unrealized gains and losses on investments.

Net Loss per Share

The Company follows the two-class method when computing net loss per share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.

Basic net loss per share attributable to common stockholders is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net loss per share attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period, including potential dilutive shares of common stock assuming the dilutive effect of common stock equivalents. For purposes of this calculation, outstanding stock options, unvested restricted common stock, and convertible preferred stock are considered potential dilutive common stock and are excluded from the computation of diluted net loss per share attributable to common stockholders if their effect is anti-dilutive.

The Company’s convertible preferred stock contractually entitles the holders of such shares to participate in dividends but do not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss, such losses are not allocated to such participating securities. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive shares of common stock are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the years ended December 31, 2022 and 2021.

Segments Information

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the chief operating decision maker (CODM), in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its chief executive officer. The Company has determined it operates in one segment.

Recently Adopted Accounting Pronouncements

In November 2021, the FASB issued ASU No. 2021-10, Disclosures by Business Entities about Government Assistance. The ASU codifies new requirements to disclose information about the nature of certain government assistance received, the accounting policy used to account for the transactions, the location in the financial statements where such transactions were recorded and significant terms and conditions associated with such transactions. The guidance is effective for annual periods beginning after December 15, 2021.The Company adopted this standard on January 1, 2022. The adoption of ASU 2021-10 did not have a material impact on our consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). This update simplifies the accounting for convertible debt instruments by removing certain accounting separation models as well as the accounting for debt instruments with embedded conversion features that are not required to be accounted for as derivative instruments. The update also updates and improves the consistency of earnings per share calculations for convertible instruments. The amendments in this ASU are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company adopted this standard on January 1, 2022. The adoption of ASU 2020-06 did not have any impact on our consolidated financial statements or overall EPS calculation.

Recent Accounting Pronouncements Not Yet Adopted

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326) (ASU 2016-13). ASU 2016-13 requires measurement and recognition of expected credit losses for financial assets. In April 2019, the FASB issued clarification to ASU 2016-13 within ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. This update is effective for entities other than public business entities, including emerging growth companies that elected to defer compliance with new or revised financial accounting standards until a company that is not an issuer is required to comply with such standards, for annual reporting periods beginning after December 15, 2022. The Company does not expect the adoption of ASU 2016-13 to have a material impact on its consolidated financial statements and related disclosures.

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (ASU 2019-12). ASU 2019-12 eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. This update is effective for entities other than public business entities, including emerging growth companies that elected to defer compliance with new or revised financial accounting standards until a company that is not an issuer is required to comply with such standards, for annual reporting periods beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022. The Company does not expect the adoption of ASU 2019-12 to have a material impact on its consolidated financial statements and related disclosures.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The ASU requires entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The amendments improve comparability after the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. The ASU is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2022. Entities should apply the amendments prospectively and early adoption is permitted. The Company does not expect the adoption of ASU 2021-08 to have a material impact on its consolidated financial statements and related disclosures.

Fair Value Measurement

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENT

3. FAIR VALUE MEASUREMENT

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


	Fair value measurements as of December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	26,784	$	—	$	—	$	26,784
Commercial paper		—		1,737		—		1,737
U.S. government agencies		—		11,422		—		11,422
Total	$	26,784	$	13,159	$	—	$	39,943

Liabilities
Contingent put option liability	$	—	$	—	$	367	$	367
Total	$	—	$	—	$	367	$	367


	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 year ended December 31, 2022 , there were no transfers between Level 1, Level 2 and Level 3.

Participation Right Liability

The participation right liability consists of the fair value of 3% of the securities sold in a future equity financing round and was originated from the participation right that was given to SGI in conjunction with the Company acquisition (see Note 1). The fair value of the participation right liability was based on significant inputs not observable in the market, which represent a Level 3 measurement within the fair value hierarchy.

The quantitative elements associated with the Company’s Level 3 inputs impacting the fair value measurement of the participation right liability include management’s expectation of amounts to be raised and the probability of success in obtaining the funds. The participation right liability was extinguished pursuant to the Company’s IPO.

Preferred Stock Warrants

The preferred stock warrant liability consists of the fair value of warrants to purchase Series A-1 Preferred Stock issued in conjunction with the Series A-1 financing in December 2019 with SGI and the 2021 Loan Agreement (See Note 8) and was based on significant inputs not observable in the market, which represent a Level 3 measurement within the fair value hierarchy. Upon the closing of the IPO, SGI’s outstanding preferred stock warrants were automatically exercised into 119,315 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. As of December 31, 2021, there were no outstanding preferred stock warrants.

Success Fee Contingent Liability

The success fee contingent liability consists of the fair value of contingent obligation to pay the lender a success fee of $0.8 million upon a Liquidity Event under the 2019 Loan Agreement. Due to the Company’s IPO, the fair value of the success fee contingent liability was classified as a Level 1 input due to the use of an observable market quote in an active market. The success fee was paid in full in July 2021, and the liability was extinguished.

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, 2021 Loan Agreement and the 2022 Term 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 each reporting period 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 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 December 31, 2022 and 2021, the adjusted market rate of debt was 12.58% and 4.24%, respectively, and the probability of default was 63% and 21%, respectively. 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, 2020	$	51
Extinguishment of liability		(51	)
Issuance of liability		303
Change in fair value		(195	)
Fair value at December 31, 2021		108
Change in fair value		(8	)
Extinguishment of liability		(112	)
Issuance of liability		379
Fair value at December 31, 2022	$	367

For the years ended December 31, 2022 and 2021, the Company recorded a change in fair value of derivative liabilities included in other income of $8,000 and other expense of $1.5 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

12 Months Ended

Dec. 31, 2022

Inventory Disclosure [Abstract]

INVENTORY

4. INVENTORY

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


	December 31,
	2022		2021
Raw materials	$	1,044	$	962
Work in process and sub-assemblies		647		896
Finished goods		509		510
Total	$	2,200	$	2,368

Property and Equipment

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

5. PROPERTY AND EQUIPMENT

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


	December 31,
	2022			2021
Machinery and equipment	$	5,647		$	2,589
Furniture and fixtures		64		—
Computer hardware and software		1,531			29
Leasehold improvements		58			95
Construction in progress		1,501			1,536
Total		8,801			4,249
Less: Accumulated depreciation and amortization		(1,940	)		(793	)
Total property and equipment, net	$	6,861		$	3,456

Depreciation expense for the years ended December 31, 2022 and 2021 was $1.2 million and $0.5 million, respectively.

Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND OTHER INTANGIBLE ASSETS

6. 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 $11.4 million.

For the years ended December 31, 2022 and 2021, the Company did not record any impairment of goodwill.

Other Intangible Assets

Other intangible assets acquired in the sale of SGI-DNA to GATTACA Mining, LLC include the rights to technology and the SGI-DNA trade name. The technology was valued at approximately $3.2 million with a seven year useful life.

Other intangible assets acquired in the Eton acquisition include the Eton trade name, customer relationships and non-competition agreements. 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):


	December 31, 2022
	Gross Carrying Value		Accumulated Amortization			Net Carrying Value
Intellectual property	$	3,150	$	(1,725	)	$	1,425
Trade name		80		(30	)		50
Customer relationships		420		(32	)		388
Non-competition agreements		30		(11	)		19
Total	$	3,680	$	(1,798	)	$	1,882


	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 years ended December 31, 2022 and 2021, was approximately $0.5 million.

The following table summarizes the estimated future amortization expense of the intangible assets (in thousands):


Years ending December 31:	Amortization of Intangible Assets
2023	$	514
2024		510
2025		478
2026		103
2027		28
Thereafter		249
Total	$	1,882

Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

LEASES

7. LEASES

As of December 31, 2022, the Company had four outstanding leases for office and laboratory space and equipment. The leases have remaining terms between two and 59 months. The Company has also entered into certain short-term leases with a term of less than one year. These leases are not included within the Company’s right-of-use assets or lease liabilities due to the Company’s election of the practical expedient recognition exemption for short-term leases.

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 first quarter of 2023.

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.

Equipment

The Company entered into finance lease agreements for equipment in November 2017 (the 2017 Equipment Lease), January 2018 (the 2018 Equipment Lease), in March 2019 (the 2019 Equipment Lease), and in November 2022 (the 2022 Equipment Lease). The terms of the leases commenced when the equipment was delivered and placed into use which occurred in the same months and years as above, respectively, and accordingly the related right-of-use assets and lease liabilities were recognized on the consolidated balance sheets at their respective commencement dates. The 2017 Equipment Lease expired in October 2022, the 2018 Equipment Lease in December 2022, and the 2019 Equipment Lease expired in April 2021. The 2022 Equipment Lease expires in October 2025.

Summary of Lease Cost

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


	December 31,
	2022		2021
Lease costs
Finance lease cost:
Payment of finance lease liability	$	79	$	81
Interest on lease liabilities		3		9
Operating lease costs		1,366		920
Variable lease cost		706		475
Short term lease cost		915		236
Total lease cost	$	3,069	$	1,721

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


	December 31,
	2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	1,606	$	1,031
Operating cash flows from finance leases	$	3	$	9
Financing cash flows from finance leases	$	79	$	81

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


	December 31,
	2022			2021
Weighted-average remaining lease term
Finance leases	2.8 years			1.0 years
Operating leases	3.9 years			3.9 years
Weighted-average discount rate
Finance leases		10.0	%		7.7	%
Operating leases		8.5	%		8.5	%

The following table summarizes the minimum lease payments of the Company’s operating and finance lease liabilities as of December 31, 2022 (in thousands):


Year Ending December 31,	Operating			Finance
2023	$	769		$	65
2024		323			32
2025		333			—
2026		343			—
2027		307			—
Thereafter		—			—
Total future minimum lease payments		2,075			97
Less: imputed interest		(386	)		(8	)
Present value of operating lease liability	$	1,689		$	89

Less: current portion of lease liability		(578	)		(59	)
Non-current portion of lease liability		1,111			30

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 December 31, 2022. Commencement of the lease at 10421 and 10431 Wateridge Circle is expected to occur in the first quarter of 2023.

Notes Payable

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

NOTES PAYABLE

8. NOTES PAYABLE

Loan and Security Agreement

As of December 31, 2022 and 2021, the loans payable on the consolidated balance sheets pertains to the Credit, Security and Guaranty Agreement with MidCap Financial Trust and the Loan and Security Agreement with Silicon Valley Bank and consists of the following (in thousands):


	December 31,
	2022			2021
Principal amount of loans payable	$	20,000		$	15,000
Less: Current portion of loans payable		—			(603	)
Loans payable, net of current portion		20,000			14,397
Accrued Interest		172			94
Final debt payment liability		900			400
Debt discount and financing costs, net of accretion		(1,423	)		(803	)
Loans payable, net of discount and current portion	$	19,649		$	14,088

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). The 2021 Loan Agreement was terminated in August 2022, and was fully repaid. 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 Company's previously outstanding loan agreement with Oxford Finance LLC, with the remaining proceeds available for working capital and general corporate purposes. Under the 2021 Loan Agreement, the Company had the option to 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 would 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, was 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 bore interest at a per annum rate equal to the greater of (a) 4.0% above the prime rate and (b) 7.25%. The loan was secured by substantially all of the Company’s assets, other than intellectual property. The Company agreed not to encumber its intellectual property assets, except as permitted by the 2021 Loan Agreement.

A final payment (the Final Payment) equal to $0.4 million was due at the earlier of the maturity date, acceleration of the loans, or a voluntary or mandatory prepayment of the loan. The Final Payment was 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 consolidated financial statements. The contingent put option liability was extinguished when the 2021 Loan Agreement was terminated in August 2022 and the loan fully repaid (Note 3) in connection with the Company entering into the 2022 Term Loan Agreement discussed below.

The Company recorded a $0.7 million loss on debt extinguishment in connection with the termination of the 2021 Loan Agreement in August 2022.

2022 Loan Agreements

On August 9, 2022, the Company entered into (i) a Credit, Security and Guaranty Agreement (the 2022 Term Loan Agreement), with Company and MidCap Financial Trust, and (ii) a Credit, Security and Guaranty Agreement (Revolving Loan) (the 2022 Revolving Loan Agreement, and together with the 2022 Term Loan Agreement, the 2022 Loan Agreements), with MidCap Funding IV Trust.

The 2022 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 one term loan of up to $20.0 million (Tranche One) , (ii) a tranche two term loan of up to $5.0 million (Tranche Two), and (iii) a tranche three term loan of up to $5.0 million (Tranche Three). The 2022 Revolving Loan Agreement provides for a secured revolving loan facility in an aggregate principal amount of up to $10.0 million the (Revolving Loan), subject to a borrowing base equal to percentages of eligible accounts receivable and inventory as determined in accordance with the 2022 Revolving Credit Agreement. The Term Loans and Revolving Loans mature on August 1, 2027.

Tranche One was fully funded on August 9, 2022 to pay transaction fees incurred in connection with the 2022 Loan Agreements and to repay in full the Company’s borrowings under its existing loan facility under the 2021 Loan Agreement with Silicon Valley Bank, with the remaining amount to be used be for general corporate purposes. Subject to certain terms and conditions of the 2022 Term Loan Agreement, Tranche Two 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 2022 Term Loan Agreement, Tranche Three is available between September 30, 2024, and March 31, 2025. The proceeds of Tranche Two and Tranche Three may be used for working capital and general corporate purposes.

The Term Loan bears interest at a floating rate based on an adjusted term secured overnight financing rate (SOFR) plus 0.1% (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. For the year ended December 31, 2022, the effective interest rate on outstanding borrowings was approximately 12.16%.

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 Company is 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 exit fee is being accrued through interest expense using the effective interest method.

The Company 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 December 31, 2022, no amount of Revolving Loans was outstanding under the 2022 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 Company is 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 2022 Revolving Loan Agreement, and other customary fees for a credit facility of this size and type.

The obligations of the Company and any future guarantors under the 2022 Loan Agreements are secured by liens on substantially all of the Company's assets.

The 2022 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 2022 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 2022 Loan Agreements.

The 2022 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 2022 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 2022 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 Company bifurcated a derivative liability related to the acceleration clause triggered upon an event of default (contingent put option) under the 2022 Term Loan Agreement. The contingent put option liability is classified as a component of derivative liabilities on the consolidated balance sheet. As of December 31, 2022, the estimated fair value of the contingent put option liability was $0.4 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 (Note 3).

As of December 31, 2022, the estimated future principal payments due were as follows:


	December 31, 2022
Estimated future principal payments due
2023	$	—
2024		—
2025		4,167
2026		10,000
2027		5,833
Total	$	20,000

- 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.

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+ Details

Stockholders' Equity

12 Months Ended

Dec. 31, 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 has since changed its ticker symbol to “TBIO” in connection with its name change to Telesis Bio Inc. 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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+ Details

Stock-Based Compensation

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

10. STOCK-BASED COMPENSATION

For the years ended December 31, 2022 and 2021, the Company recorded stock-based compensation expense of approximately $3.7 million and $1.1 million, respectively. No income tax benefit was recognized in the accompanying 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 December 31, 2022, the number of shares of common stock reserved for issuance under the 2021 SIP was 2,517,179.

Stock option activity under the 2019 Plan, the 2021 Plan and the 2021 SIP for the year ended December 31, 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		2,749,952			5.73
Options exercised		(90,678	)		1.08
Options cancelled		(721,703	)		6.99
Balances at December 31, 2022		4,488,555		$	2.11		8.9	$	252
Vested and expected to vest at December 31, 2022		3,747,773		$	2.09		8.8	$	232
Exercisable at December 31, 2022		895,270		$	2.64		8.0	$	139

There were 2,749,952 options granted during the year ended December 31, 2022. The weighted average grant date calculated fair value of options granted during the year ended December 31, 2022 was $3.28 per share.

The calculated value of option grants during the years ended on December 31, 2022 and 2021 were estimated using the Black-Scholes option pricing model with the following weighted average assumptions:


	For the Years Ended December 31,
	2022			2021
Risk free interest rate		2.4	%		1.2	%
Expected dividend yield	—%			—%
Expected term (in years)	5.1 years			6.4 years
Forfeiture rate		20.0	%		29.2	%
Expected volatility		54.5	%		39.9	%

In December 2022, the Company’s Board of Directors approved a one-time repricing of stock option awards that had been granted to date under the 2021 Plan and the 2021 SIP. The repricing modification took effect on December 13, 2022, while awards held by certain executives were modified on December 19, 2022. The repricing impacted all stock option holders with outstanding shares on the respective repricing dates. The original exercise prices of the repriced stock options ranged from $1.59 to $11.75 per share for 4,261,402 options originally granted from March 2021 through November 2022. The option exercise price was reduced to between $1.15 and $1.26 per share. In addition to the repricing, the vesting of all unvested awards held by certain executives will be suspended for three months following the December 19, 2022 date of modification, and will restart pursuant to the original applicable vesting schedule on March 19, 2023. There were no changes to the number of shares or the expiration date of the repriced stock options. Incremental stock-based compensation expense resulting from the repricing was $0.8 million, of which $0.3 million was recognized on the date of modification and $0.5 million will be recognized prospectively over the remaining term of the stock option awards.

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 year ended December 31, 2022 is as follows:


	Restricted Stock Units			Weighted-Average Grant Date Fair Value
Unvested at December 31, 2021		—		$	—
Granted		310,901			6.88
Cancelled		(38,300	)		10.20
Unvested at December 31, 2022		272,601		$	6.41

No restricted stock units vested during the year ended December 31, 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 December 31, 2022, the number of shares of common stock that may be issued under the ESPP is 405,350.

As of December 31, 2022, 237,835 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 consolidated statements of operations and comprehensive loss as follows (in thousands):


	For the Years Ended December 31,
	2022		2021
Stock options	$	2,954	$	1,047
Restricted stock units		349		—
Employee stock purchase plan		424		39
Total	$	3,727	$	1,086

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


	For the Years Ended December 31,
	2022		2021
Research and development	$	582	$	29
Sales and marketing		425		100
General and administrative		2,720		957
Total	$	3,727	$	1,086

As of December 31, 2022, total unrecognized stock-based compensation expense related to unvested stock-based awards was $7.8 million, which is expected to be recognized over a weighted average period of 4.9 years.

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

INCOME TAXES

11. INCOME TAXES

The domestic and foreign components of pre-tax loss for the years ended December 31, 2022 and 2021, were as follows (in thousands):


	For the Years Ended December 31,
	2022			2021
Domestic	$	(48,556	)	$	(39,026	)
Foreign		109			81
Total	$	(48,447	)	$	(38,945	)

The Company had no current or deferred federal and state income tax expense or benefit for the years ended December 31, 2022 and 2021, because the Company generated net operating losses, and currently management does not believe it is more likely than not that the net operating losses will be realized. The Company’s non-U.S. tax obligation is primarily for business activities conducted through the United Kingdom subsidiary for which taxes were determined to be immaterial and accordingly, such amounts were excluded from the following tables.

A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows:


	For the Years Ended December 31,
	2022			2021
Federal statutory income (benefit) tax rate		(21.0	)%		(21.0	)%
State income taxes, net of federal benefit		—			(3.7	)
Change in valuation allowance		20.6			23.7
Permanent items		0.8			1.2
Tax credits		(0.4	)		(0.2	)
Effective income tax rate	—%			—%

The components of our deferred tax assets and liabilities on December 31, 2022 and 2021, consisted of (in thousands):


	For the Years Ended December 31,
	2022			2021
Deferred tax assets:
Net operating loss carryforwards	$	24,847		$	15,555
Research and development tax credit carryforwards		1,202			915
Stock based compensation		669			168
Capitalized research and development costs		981			—
Accruals and other		2,420			666
		30,119			17,304
Valuation Allowance		(29,447	)		(16,749	)
Total deferred tax assets		672			555
Deferred tax liabilities:
Fixed assets		(93	)		(62	)
Intangibles		(579	)		(493	)
Total deferred tax liabilities		(672	)		(555	)
Net deferred tax assets	$	—		$	—

The Company has evaluated the positive and negative evidence bearing upon its ability to realize its deferred tax assets, which are composed principally of net operating loss carryforwards. Management has considered the Company’s history of cumulative net losses incurred since inception and has concluded that it is more likely than not that the Company will not realize the benefits of its federal and state net deferred tax assets. Accordingly, a full valuation allowance has been established against the net deferred tax assets as of December 31, 2022 and 2021. The Company reevaluates the positive and negative evidence at each reporting period.

The changes in the valuation allowance for deferred tax assets during the years ended December 31, 2022 and 2021, related primarily to the increases in net operating loss carryforwards, research and development tax credits generated and accruals.

The valuation allowance increased by $12.7 million and $9.2 million during the years ended December 31, 2022 and 2021, respectively.

On March 27, 2020, the U.S. enacted the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act). On December 21, 2020, the U.S. Congress passed the Consolidation Appropriations Act, 2021 (the CAA Act). The tax provisions under the CARES Act and CAA Act, do not have a material impact on the financial statements for the years ended December 31, 2022 and 2021 given the existence of the full valuation allowance.

For the tax years beginning on or after January 1, 2022, the Tax Cuts and Jobs Act of 2017 (“TCJA”) eliminates the option to currently deduct research and development expenses and requires taxpayers to capitalize and amortize them over five years for research activities performed in the United States and 15 years for research activities performed outside the United States pursuant to IRC Section 174. Although Congress is considering legislation that would repeal or defer this capitalization and amortization requirement, it is not certain that this provision will be repealed or otherwise modified. If the requirement is not repealed or replaced, it will decrease our tax deduction for research and development expense in future years.

On June 29, 2020 California Assembly Bill 85 (AB 85) was signed into law, which suspends the use of California net operating losses and limits the use of California research tax credits for tax years beginning in 2020 and before 2023. The Company does not expect the suspension of net operating losses and the restriction of research tax credits to have a significant impact on the financial statements.

As of December 31, 2022 and 2021, the Company had U.S. federal net operating loss carryforwards of $95.9 million and $62.1 million, respectively. The federal net operating loss carryforwards of $1.3 million, generated before January 1, 2018, will begin to expire in 2034 and the other $94.6 million will carryforward indefinitely but are subject to an 80% taxable income limitation. The Company also had federal research and development tax credit carryforwards of approximately $1.0 million which will begin to expire in 2039, if not utilized.

As of December 31, 2022 and 2021, the Company had state net operating loss carryforwards of $70.1 million and $38.5 million, respectively. The state net operating loss carryforwards of $70.1 million will begin to expire in 2029.

The Company also had California research and development tax credit carryforwards of approximately $0.6 million which do not expire.

The utilization of net operating losses and tax credit carryforwards may be subject to an annual limitation as a result of ownership changes that have occurred previously or may occur in the future. Under Sections 382 and 383 of the Internal Revenue Code (the Code), a corporation that undergoes an ownership change may be subject to limitations on its ability to utilize its pre-change net operating losses and other tax attributes otherwise available to offset future taxable income or tax liability. An ownership change is defined as a cumulative change of 50% or more in the ownership positions of certain stockholders during a rolling 3-year period. The Company has not completed a formal study to determine if any ownership changes within the meaning of Code Section 382 and 383 have occurred. If such ownership change has occurred, the Company’s ability to use its net operating losses or tax credit carryforwards may be restricted, which could require the Company to pay federal or state income taxes earlier than would be required if such limitations were not in effect.

The Company recognizes the financial statements benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company’s policy is to record interest associated with uncertain tax positions as interest expense and related penalties in general and administrative expenses.

The following table shows the changes in the gross amount of unrecognized tax benefits as of December 31, 2022 and 2021, (in thousands):


Balance as of December 31, 2020	$	316
Increase of unrecognized tax benefits taken in prior years		(36	)
Increase of unrecognized tax benefits taken in current year		58
Balance as of December 31, 2021		338
Increase of unrecognized tax benefits taken in current year		105
Balance as of December 31, 2022	$	443

If the Company is able to recognize these uncertain tax positions, the unrecognized tax benefits would not impact the effective tax rate if the Company applies a full valuation allowance against the deferred tax assets, as provided in the Company’s current policy.

The Company had not incurred any material tax interest or penalties as of December 31, 2022. The Company does not anticipate any significant change within 12 months of this reporting date of its uncertain tax positions. The Company is subject to taxation in the United States and various state jurisdictions, and the United Kingdom. There are no ongoing examinations by taxing authorities at this time. The Company’s tax years 2014 through 2022 will remain open for examination by the federal and state authorities for three and four years, respectively, from the date of utilization of any net operating loss credits. The Company’s 2021 and 2022 tax years will remain open for examination by the United Kingdom tax authority for one year from the filing deadline.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Commitment and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

12. 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’ 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 Litigation

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

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

NET LOSS PER SHARE

13. 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:):


	For the Years Ended December 31,
	2022			2021
Numerator:
Net loss	$	(48,471	)	$	(38,958	)
Net loss attributable to common stockholders	$	(48,471	)	$	(38,958	)
Denominator:
Weighted average common stock outstanding - basic and diluted		29,463,361			18,222,495
Net loss per share attributable to common stockholders - basic and diluted	$	(1.65	)	$	(2.14	)

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 shares of common stock 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 shares of common stock 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:


	For the Years Ended December 31,
	2022		2021
Stock options to purchase common stock		4,488,555		2,550,984
Restricted stock units that vest into common stock		272,601		—
Shares issuable under employee stock purchase plan		118,520		—
Total		4,879,676		2,550,984

Retirement Plan

12 Months Ended

Dec. 31, 2022

Retirement Benefits [Abstract]

RETIREMENT PLAN

14. 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 years ended December 31, 2022 and 2021.

Acquisitions

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Acquisitions

15. ACQUISITION

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. The total purchase price was approximately $14.1 million, of which $13.6 million was funded with the Company’s existing cash on hand on the acquisition date and the remaining $0.5 million paid in 2022 after a tax election was made. Eton is a San Diego-based biotech company specializing in synthetic biology prod1ucts 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. The Eton acquisition has been accounted for as a business combination in accordance with ASC 805.

The assets acquired and liabilities assumed in connection with the Eton acquisition were recorded at their fair values on the date of acquisition as follows (in thousands):


Cash	$	393
Accounts receivable		664
Inventory		305
Other current assets		79
Right-of-use assets		1,904
Property and equipment, net		1,388
Other long-term assets		28
Goodwill		11,389
Intangible assets		530
Accounts payable, accrued employee expenses and other accrued liabilities		(389	)
Deferred revenue, current portion		(252	)
Operating lease liability, current portion		(427	)
Operating lease liability, net of current portion		(1,477	)
Total purchase consideration		14,135
Less: Acquired cash		(393	)
Purchase of Eton, net of cash acquired	$	13,742

The excess of the purchase price over the fair values of the net identifiable tangible and intangible assets acquired has been assigned to goodwill. Goodwill represents the future benefits as a result of the acquisition that will enhance the services available to both new and existing customers and increase the Company’s competitive position.

The following table sets forth the amounts allocated to the intangible assets identified and the estimated useful lives of those intangible assets as of the date of acquisition (in thousands):


	Fair value		Useful life (in years)
Trade name	$	80		3
Customer relationships		420		15
Non-competition agreements		30		3
Total intangible assets acquired	$	530

The intangible assets acquired are expected to be amortized over their useful lives on a straight-line basis.

As part of the Eton acquisition, the Company incurred acquisition-related costs of $0.3 million which were recorded in general and administrative expenses in the consolidated statements of operations and comprehensive loss.

As of the date of the Eton acquisition, the Company’s consolidated statements of operations and comprehensive loss includes the results of the acquired Eton business unit. For the year ended December 31, 2021, revenue of $0.5 million and net loss of $0.2 million have been included in the Company’s consolidated statement of operations and comprehensive loss.

The unaudited supplemental pro forma financial results below for the year ended December 31, 2021, combine the consolidated results of the Company and the Eton business unit, giving effect to the Eton acquisition as if it had been completed on January 1, 2021. This unaudited supplemental pro forma financial information is presented for informational purposes only and is not indicative of future operations or results had the acquisition been completed as of January 1, 2021, or any other date (in thousands).


	Year Ended December 31,
	2021
Pro forma revenue	$	17,094
Pro forma net loss	$	(38,228	)

The unaudited pro forma financial information in the table above summarizes the combined results of our operations and the Eton business unit, on a pro forma basis, as though we had acquired the Eton business unit on January 1, 2021. The unaudited pro forma financial information for all periods presented also includes the effects of business combination accounting resulting from the acquisition, amortization expense from acquired intangibles assets, and reversal of the acquisition-related expenses in the period incurred and recognition of the acquisition-related expenses in the prior period.

Collaboration

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

COLLABORATION

16. COLLABORATION

In December 2021, the Company entered into a Research Collaboration and License Agreement (Pfizer Agreement) with Pfizer Inc. (Pfizer), pursuant to which we agreed to collaborate with Pfizer to further develop our 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 from Pfizer to the Company, along with 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.

The Company granted Pfizer a non-exclusive, worldwide license to use the Company’s enzymatic DNA synthesis technology for purposes of researching, developing, manufacturing and commercializing pharmaceutical and biopharmaceutical products and a limited-time option to convert such license to exclusive for specific applications. If Pfizer exercises its option for these application(s) within the applicable period, then the license to Pfizer will become exclusive for products for such application(s); provided that Pfizer may later convert the particular application back to non-exclusive.

Under the Pfizer Agreement, Pfizer made an upfront payment to us of $8.0 million and if the Company meets certain technical milestones, the Company will be eligible to receive an additional $10.0 million in near-term milestone payments associated with the Research Plan.

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 for the 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 $8.0 million upfront payment represents the transaction price at inception.

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 December 31, 2022 the Company achieved its first technical milestone associated with the Research Plan and recognized $2.5 million in revenue associated with the milestone achievement. No other 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 is being 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 was to 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 was not exercised. During 2022, the option expired unexercised, and the $0.3 million was recognized.

During the year ended December 31, 2022, the Company recognized $6.6 million of revenue related to the Pfizer Agreement. As of December 31, 2022, aggregate deferred revenue related to the Pfizer Agreement was $3.7 million, all of which was classified as current.

Related Party Transactions

12 Months Ended

Dec. 31, 2022

RELATED PARTY TRANSACTIONS

17. RELATED PARTY TRANSACTIONS

During the years ended December 31, 2022 and 2021, the Company made payments to related parties of approximately $0.5 million and $0.3 million, respectively for payments to board members and services relating to intellectual property matters, including patent filings and patent prosecution.

Subsequent Events

12 Months Ended

Dec. 31, 2022

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

18. SUBSEQUENT EVENTS

The Company has evaluated subsequent events through March 22, 2023, the date these consolidated financial statements were issued.

Silicon Valley Bank Closure

On March 10, 2023, the Federal Deposit Insurance Corporation (FDIC) announced that it has closed and taken control of Silicon Valley Bank (SVB). On March 13, 2023, pursuant to a joint statement released by the U.S. Department of the Treasury, the U.S. Federal Reserve, and the FDIC, the U.S. government reassured that all depositors will be fully protected. In light of the situation, the Company is in the process of moving all cash and other deposits previously held at SVB to larger financial institutions. The Company does not currently anticipate any disruption to its ongoing operations.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation and Principles of Consolidation

Use of Estimates

Reclassifications

Concentrations of Credit Risk and Significant Customers

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents, and accounts receivable.

Cash and Cash Equivalents

Short-term Investments

The following tables summarize the short-term investments held at December 31, 2022 (in thousands):


	December 31, 2022
	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
Assets
Commercial paper	$	1,737	$	—	$	—		$	1,737
U.S. Government agencies		11,425		1		(4	)		11,422
Total	$	13,162	$	1	$	(4	)	$	13,159

As of December 31, 2022, all short-term investments held by the Company had remaining contractual maturities of one year or less.

Restricted Cash


	December 31,
	2022		2021
Cash and cash equivalents	$	30,419	$	82,806
Restricted cash		175		—
Total cash, cash equivalents, and restricted cash as shown in the consolidated statements of cash flows	$	30,594	$	82,806

Accounts Receivable

Inventory

Property and Equipment

Intangible Assets

Goodwill

Accounting for Long-Lived Assets

Leases

Leases will be classified as financing or operating, which will drive the expense recognition pattern. The Company elects to exclude short-term leases if and when the Company has them.

Business Combinations

Deferred Offering Costs and Deferred Financing Costs

Deferred Offering Costs

Deferred Financing Costs

Income Taxes

Share-Based Compensation

Revenue Recognition

Product Revenue, Net

Product Returns

The Company does not generally offer customers the ability to return product and has received an immaterial amount of returns to date.

Service Revenue

The Company recognizes service revenue at a point in time when the service has been rendered and control of promised goods and services are transferred to a customer.

Collaboration Revenue

Research collaboration agreements are recognized as the research services are performed. See Note 16 for additional description of collaboration revenue.

Royalties and Other Revenue

Warranties


Balance at December 31, 2020	$	257
Warranty revenue deferred		487
Warranty revenue recognized		(389	)
Balance at December 31, 2021		355
Warranty revenue deferred		615
Warranty revenue recognized		(571	)
Balance at December 31, 2022	$	399

The deferred revenue for warranties at December 31, 2022 and 2021 are summarized as follows (in thousands):


	December 31,
	2022		2021
Deferred warranty revenue, current portion	$	257	$	205
Deferred warranty revenue, net of current portion		142		150
Total deferred warranty revenue	$	399	$	355

Shipping and Handling Costs

Shipping and handling costs are included as a component of cost of revenue in the consolidated statements of operations and comprehensive loss.

Fair Value of Assets and Liabilities

Level 1–Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Research and Development

Advertising

Comprehensive Income (Loss)

Net Loss per Share

Segment Information

Segments Information

Recent Accounting Pronouncements Adopted and Not Yet Adopted

Recently Adopted Accounting Pronouncements

Recent Accounting Pronouncements Not Yet Adopted

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Restricted Cash


	December 31,
	2022		2021
Cash and cash equivalents	$	30,419	$	82,806
Restricted cash		175		—
Total cash, cash equivalents, and restricted cash as shown in the consolidated statements of cash flows	$	30,594	$	82,806

Schedule of Deferred Revenue

The changes in deferred revenue for warranties during the years ended December 31, 2022 and 2021 are summarized as follows (in thousands):


Balance at December 31, 2020	$	257
Warranty revenue deferred		487
Warranty revenue recognized		(389	)
Balance at December 31, 2021		355
Warranty revenue deferred		615
Warranty revenue recognized		(571	)
Balance at December 31, 2022	$	399

The deferred revenue for warranties at December 31, 2022 and 2021 are summarized as follows (in thousands):


	December 31,
	2022		2021
Deferred warranty revenue, current portion	$	257	$	205
Deferred warranty revenue, net of current portion		142		150
Total deferred warranty revenue	$	399	$	355

Debt Securities, Available-for-sale

The following tables summarize the short-term investments held at December 31, 2022 (in thousands):


	December 31, 2022
	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
Assets
Commercial paper	$	1,737	$	—	$	—		$	1,737
U.S. Government agencies		11,425		1		(4	)		11,422
Total	$	13,162	$	1	$	(4	)	$	13,159

Fair Value Measurement (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

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


	Fair value measurements as of December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	26,784	$	—	$	—	$	26,784
Commercial paper		—		1,737		—		1,737
U.S. government agencies		—		11,422		—		11,422
Total	$	26,784	$	13,159	$	—	$	39,943

Liabilities
Contingent put option liability	$	—	$	—	$	367	$	367
Total	$	—	$	—	$	367	$	367


	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, 2020	$	51
Extinguishment of liability		(51	)
Issuance of liability		303
Change in fair value		(195	)
Fair value at December 31, 2021		108
Change in fair value		(8	)
Extinguishment of liability		(112	)
Issuance of liability		379
Fair value at December 31, 2022	$	367

Inventory (Tables)

12 Months Ended

Dec. 31, 2022

Inventory Disclosure [Abstract]

Schedule of Inventory

The components of inventory are as follows as of December 31, 2022 and 2021 (in thousands):


	December 31,
	2022		2021
Raw materials	$	1,044	$	962
Work in process and sub-assemblies		647		896
Finished goods		509		510
Total	$	2,200	$	2,368

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment

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


	December 31,
	2022			2021
Machinery and equipment	$	5,647		$	2,589
Furniture and fixtures		64		—
Computer hardware and software		1,531			29
Leasehold improvements		58			95
Construction in progress		1,501			1,536
Total		8,801			4,249
Less: Accumulated depreciation and amortization		(1,940	)		(793	)
Total property and equipment, net	$	6,861		$	3,456

Goodwill and Other Intangible Assets (Tables)

12 Months Ended

Dec. 31, 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 (in thousands):


Years ending December 31:	Amortization of Intangible Assets
2023	$	514
2024		510
2025		478
2026		103
2027		28
Thereafter		249
Total	$	1,882

Other Intangible Assets, Net

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


	December 31, 2022
	Gross Carrying Value		Accumulated Amortization			Net Carrying Value
Intellectual property	$	3,150	$	(1,725	)	$	1,425
Trade name		80		(30	)		50
Customer relationships		420		(32	)		388
Non-competition agreements		30		(11	)		19
Total	$	3,680	$	(1,798	)	$	1,882


	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)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Lease, Cost

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


	December 31,
	2022		2021
Lease costs
Finance lease cost:
Payment of finance lease liability	$	79	$	81
Interest on lease liabilities		3		9
Operating lease costs		1,366		920
Variable lease cost		706		475
Short term lease cost		915		236
Total lease cost	$	3,069	$	1,721

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


	December 31,
	2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	1,606	$	1,031
Operating cash flows from finance leases	$	3	$	9
Financing cash flows from finance leases	$	79	$	81

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


	December 31,
	2022			2021
Weighted-average remaining lease term
Finance leases	2.8 years			1.0 years
Operating leases	3.9 years			3.9 years
Weighted-average discount rate
Finance leases		10.0	%		7.7	%
Operating leases		8.5	%		8.5	%

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 December 31, 2022 (in thousands):


Year Ending December 31,	Operating			Finance
2023	$	769		$	65
2024		323			32
2025		333			—
2026		343			—
2027		307			—
Thereafter		—			—
Total future minimum lease payments		2,075			97
Less: imputed interest		(386	)		(8	)
Present value of operating lease liability	$	1,689		$	89

Less: current portion of lease liability		(578	)		(59	)
Non-current portion of lease liability		1,111			30

Notes Payable (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments


	December 31,
	2022			2021
Principal amount of loans payable	$	20,000		$	15,000
Less: Current portion of loans payable		—			(603	)
Loans payable, net of current portion		20,000			14,397
Accrued Interest		172			94
Final debt payment liability		900			400
Debt discount and financing costs, net of accretion		(1,423	)		(803	)
Loans payable, net of discount and current portion	$	19,649		$	14,088

Schedule of Maturities of Long-term Debt

As of December 31, 2022, the estimated future principal payments due were as follows:


	December 31, 2022
Estimated future principal payments due
2023	$	—
2024		—
2025		4,167
2026		10,000
2027		5,833
Total	$	20,000

- 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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+ Details

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 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 year ended December 31, 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		2,749,952			5.73
Options exercised		(90,678	)		1.08
Options cancelled		(721,703	)		6.99
Balances at December 31, 2022		4,488,555		$	2.11		8.9	$	252
Vested and expected to vest at December 31, 2022		3,747,773		$	2.09		8.8	$	232
Exercisable at December 31, 2022		895,270		$	2.64		8.0	$	139

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

The calculated value of option grants during the years ended on December 31, 2022 and 2021 were estimated using the Black-Scholes option pricing model with the following weighted average assumptions:


	For the Years Ended December 31,
	2022			2021
Risk free interest rate		2.4	%		1.2	%
Expected dividend yield	—%			—%
Expected term (in years)	5.1 years			6.4 years
Forfeiture rate		20.0	%		29.2	%
Expected volatility		54.5	%		39.9	%

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

A summary of the restricted stock unit activity during the year ended December 31, 2022 is as follows:


	Restricted Stock Units			Weighted-Average Grant Date Fair Value
Unvested at December 31, 2021		—		$	—
Granted		310,901			6.88
Cancelled		(38,300	)		10.20
Unvested at December 31, 2022		272,601		$	6.41

Summary of Share-based Compensation Expense

As of December 31, 2022, 237,835 shares of common stock have been issued under the ESPP.


	For the Years Ended December 31,
	2022		2021
Stock options	$	2,954	$	1,047
Restricted stock units		349		—
Employee stock purchase plan		424		39
Total	$	3,727	$	1,086

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


	For the Years Ended December 31,
	2022		2021
Research and development	$	582	$	29
Sales and marketing		425		100
General and administrative		2,720		957
Total	$	3,727	$	1,086

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Income before Income Tax, Domestic and Foreign

The domestic and foreign components of pre-tax loss for the years ended December 31, 2022 and 2021, were as follows (in thousands):


	For the Years Ended December 31,
	2022			2021
Domestic	$	(48,556	)	$	(39,026	)
Foreign		109			81
Total	$	(48,447	)	$	(38,945	)

Schedule of Effective Income Tax Rate Reconciliation

A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows:


	For the Years Ended December 31,
	2022			2021
Federal statutory income (benefit) tax rate		(21.0	)%		(21.0	)%
State income taxes, net of federal benefit		—			(3.7	)
Change in valuation allowance		20.6			23.7
Permanent items		0.8			1.2
Tax credits		(0.4	)		(0.2	)
Effective income tax rate	—%			—%

Schedule of Deferred Tax Assets and Liabilities

The components of our deferred tax assets and liabilities on December 31, 2022 and 2021, consisted of (in thousands):


	For the Years Ended December 31,
	2022			2021
Deferred tax assets:
Net operating loss carryforwards	$	24,847		$	15,555
Research and development tax credit carryforwards		1,202			915
Stock based compensation		669			168
Capitalized research and development costs		981			—
Accruals and other		2,420			666
		30,119			17,304
Valuation Allowance		(29,447	)		(16,749	)
Total deferred tax assets		672			555
Deferred tax liabilities:
Fixed assets		(93	)		(62	)
Intangibles		(579	)		(493	)
Total deferred tax liabilities		(672	)		(555	)
Net deferred tax assets	$	—		$	—

Schedule of Unrecognized Tax Benefits Roll Forward

The following table shows the changes in the gross amount of unrecognized tax benefits as of December 31, 2022 and 2021, (in thousands):


Balance as of December 31, 2020	$	316
Increase of unrecognized tax benefits taken in prior years		(36	)
Increase of unrecognized tax benefits taken in current year		58
Balance as of December 31, 2021		338
Increase of unrecognized tax benefits taken in current year		105
Balance as of December 31, 2022	$	443

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 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:):


	For the Years Ended December 31,
	2022			2021
Numerator:
Net loss	$	(48,471	)	$	(38,958	)
Net loss attributable to common stockholders	$	(48,471	)	$	(38,958	)
Denominator:
Weighted average common stock outstanding - basic and diluted		29,463,361			18,222,495
Net loss per share attributable to common stockholders - basic and diluted	$	(1.65	)	$	(2.14	)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The Company excluded the following potential shares of common stock 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:


	For the Years Ended December 31,
	2022		2021
Stock options to purchase common stock		4,488,555		2,550,984
Restricted stock units that vest into common stock		272,601		—
Shares issuable under employee stock purchase plan		118,520		—
Total		4,879,676		2,550,984

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The assets acquired and liabilities assumed in connection with the Eton acquisition were recorded at their fair values on the date of acquisition as follows (in thousands):


Cash	$	393
Accounts receivable		664
Inventory		305
Other current assets		79
Right-of-use assets		1,904
Property and equipment, net		1,388
Other long-term assets		28
Goodwill		11,389
Intangible assets		530
Accounts payable, accrued employee expenses and other accrued liabilities		(389	)
Deferred revenue, current portion		(252	)
Operating lease liability, current portion		(427	)
Operating lease liability, net of current portion		(1,477	)
Total purchase consideration		14,135
Less: Acquired cash		(393	)
Purchase of Eton, net of cash acquired	$	13,742

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination

The following table sets forth the amounts allocated to the intangible assets identified and the estimated useful lives of those intangible assets as of the date of acquisition (in thousands):


	Fair value		Useful life (in years)
Trade name	$	80		3
Customer relationships		420		15
Non-competition agreements		30		3
Total intangible assets acquired	$	530

Business Acquisition, Pro Forma Information

This unaudited supplemental pro forma financial information is presented for informational purposes only and is not indicative of future operations or results had the acquisition been completed as of January 1, 2021, or any other date (in thousands).


	Year Ended December 31,
	2021
Pro forma revenue	$	17,094
Pro forma net loss	$	(38,228	)

Organization and Operations (Details) - USD ($) $ in Thousands				1 Months Ended	12 Months Ended
	Nov. 18, 2021	Jun. 30, 2021	Jun. 18, 2021	Jun. 30, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Mar. 08, 2019
Subsidiary, Sale of Stock [Line Items]
Accumulated deficit					$ (113,741)	$ (65,270)
Net proceeds from issuance of shares of common stock in initial public offering						112,484
Upfront payment					399	$ 355	$ 257
Pfizer
Subsidiary, Sale of Stock [Line Items]
Upfront payment					3,700
Pfizer \| Clinical
Subsidiary, Sale of Stock [Line Items]
Upfront payment					8,000
Milestone payments to be received					2,500
Eton
Subsidiary, Sale of Stock [Line Items]
Payments to acquire businesses	$ 14,100
Common Stock
Subsidiary, Sale of Stock [Line Items]
Conversion of convertible preferred shares into an equivalents number of common shares (in shares)		51,409	119,315	51,409		15,079,329
Conversion of Temporary Equity \| Common Stock
Subsidiary, Sale of Stock [Line Items]
Conversion of convertible preferred shares into an equivalents number of common shares (in shares)			15,079,329
Conversion of Warrants \| Common Stock
Subsidiary, Sale of Stock [Line Items]
Conversion of convertible preferred shares into an equivalents number of common shares (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			$ 122,700
Net proceeds			$ 112,500
Net proceeds from issuance of shares of common stock in initial public offering					$ 112,500
Over-Allotment Option
Subsidiary, Sale of Stock [Line Items]
Number of shares sold in initial public offering (in shares)			999,999
SGI \| SGI-DNA, Inc.
Subsidiary, Sale of Stock [Line Items]
Non-recourse promissory note								$ 10,000

Summary of Significant Accounting Policies - Reclassifications (Details) $ in Millions	12 Months Ended
	Dec. 31, 2021 USD ($)
Accounting Policies [Abstract]
Aggregate reclassified amount	$ 0.1

Summary of Significant Accounting Policies - Concentrations of Credit Risk (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Concentration Risk [Line Items]
Significant cash balances at accredited financial institutions	$ 250,000
Largest Customer \| Revenue from Contract with Customer Benchmark \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk (as a percent)	24.00%	14.00%
Largest Customer \| Accounts Receivable \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk (as a percent)	10.00%	11.00%

Summary of Significant Accounting Policies - Accounts Receivable (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Net accounts receivable	$ 5,851	$ 3,665
Allowance for bad debts	$ 343	$ 0

Summary of Significant Accounting Policies - Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Net realized value	$ 2,200	$ 2,368

Summary of Significant Accounting Policies - Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Impairment, Long-Lived Asset, Held-for-Use	$ 0	$ 0
Trade Name
Finite-Lived Intangible Assets [Line Items]
Impairment of intangible asset	$ 0	$ 0

Summary of Significant Accounting Policies - Short-Term Investments - Narrative (Details)	12 Months Ended
	Dec. 31, 2022 USD ($)
Accounting Policies [Abstract]
Impairment losses on investments	$ 0

Summary of Significant Accounting Policies - Short-Term Investments (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	$ 13,162
Unrealized Gains	1
Unrealized Losses	(4)
Fair Value	13,159
Commercial Paper
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	1,737
Fair Value	1,737
U S Government Agencies
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	11,425
Unrealized Gains	1
Unrealized Losses	(4)
Fair Value	$ 11,422

Summary of Significant Accounting Policies - Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Cash and cash equivalents	$ 30,419	$ 82,806
Restricted cash	175
Total cash, cash equivalents, and restricted cash as shown in the consolidated statements of cash flows	$ 30,594	$ 82,806	$ 13,463

Summary of Significant Accounting Policies - Deferred Offering Costs (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Deferred offering costs	$ 0.0	$ 0.9

Summary of Significant Accounting Policies - Changes in Deferred Revenue for Warranties (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Standard product warranty period (in months)	12 months
Extended product warranty period (in months)	24 months
Change In Contract With Customer Liability [Roll Forward]
Beginning balance	$ 355	$ 257
Warranty revenue deferred	615	487
Warranty revenue recognized	(571)	(389)
Ending balance	$ 399	$ 355

Summary of Significant Accounting Policies - Deferred Revenue (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Deferred revenue, current portion	$ 3,958	$ 205
Deferred revenue, net of current portion	142	150
Total deferred warranty revenue	399	355	$ 257
Warranty Service
Disaggregation of Revenue [Line Items]
Deferred revenue, current portion	257	205
Deferred revenue, net of current portion	142	150
Total deferred warranty revenue	$ 399	$ 355

Summary of Significant Accounting Policies - Advertising (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Advertising and promotional expenses	$ 1.0	$ 0.9

Summary of Significant Accounting Policies - Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2022
Minimum
Property, Plant and Equipment [Line Items]
Useful life (in years)	3 years
Maximum
Property, Plant and Equipment [Line Items]
Useful life (in years)	5 years

Fair Value Measurement - Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Success Fee
Liabilities
Derivative liability	$ 800
Fair Value, Recurring
Assets
Total	$ 39,943	$ 79,893
Liabilities
Derivative Liability, Statement of Financial Position [Extensible Enumeration]	Derivative Liability, Noncurrent	Derivative Liability, Noncurrent
Total	$ 367	$ 108
Fair Value, Recurring \| Contingent put option liability
Liabilities
Derivative liability	367	108
Fair Value, Recurring \| Money market funds
Assets
Money market funds	26,784	79,893
Fair Value, Recurring \| Commercial Paper
Assets
Money market funds	1,737
Fair Value, Recurring \| U S Government Agencies
Assets
Money market funds	11,422
Fair Value, Recurring \| Level 1
Assets
Total	26,784	79,893
Fair Value, Recurring \| Level 1 \| Money market funds
Assets
Money market funds	26,784	79,893
Fair Value, Recurring \| Level 2
Assets
Total	13,159
Fair Value, Recurring \| Level 2 \| Commercial Paper
Assets
Money market funds	1,737
Fair Value, Recurring \| Level 2 \| U S Government Agencies
Assets
Money market funds	11,422
Fair Value, Recurring \| Level 3
Liabilities
Total	367	108
Fair Value, Recurring \| Level 3 \| Contingent put option liability
Liabilities
Derivative liability	$ 367	$ 108

Fair Value Measurement - Narrative (Details)			1 Months Ended	12 Months Ended
Fair Value Measurement - Narrative (Details)	Jun. 30, 2021 shares	Jun. 18, 2021 shares	Jun. 30, 2021 shares	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($) shares
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Change in fair value of derivative liabilities				$ 8,000	$ (1,521,000)
Success Fee
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability				$ 800,000
Common Stock
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Shares issued for warrant exercises (in shares) \| shares	51,409	119,315	51,409		15,079,329
Measurement Input, Cost to Sell
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt, measurement input				0.1258	0.0424
Default rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt, measurement input				0.63	0.21
Participation Rights
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Percentage right					(3.00%)
Warrants liability				$ 400,000

Fair Value Measurement - Roll forward of Level 3 Financial Instruments (Details) - Contingent put option liability - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 108	$ 51
Change in fair value	$ (8)	$ (195)
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Derivative Liability, Noncurrent	Derivative Liability, Noncurrent
Extinguishment of liability	$ (112)	$ (51)
Issuance of liability	379	303
Ending balance	$ 367	$ 108

Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Raw materials	$ 1,044	$ 962
Work in process and sub-assemblies	647	896
Finished goods	509	510
Total	$ 2,200	$ 2,368

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total	$ 8,801	$ 4,249
Less: Accumulated depreciation and amortization	(1,940)	(793)
Total property and equipment, net	6,861	3,456
Machinery and equipment
Property, Plant and Equipment [Line Items]
Total	5,647	2,589
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total	64
Computer hardware and software
Property, Plant and Equipment [Line Items]
Total	1,531	29
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total	58	95
Construction in progress
Property, Plant and Equipment [Line Items]
Total	$ 1,501	$ 1,536

Property and Equipment - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 1,156	$ 450

Goodwill and Other Intangible Assets - Narrative (Details) - USD ($)			12 Months Ended
	Nov. 18, 2021	Mar. 08, 2019	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Goodwill		$ 3,500,000	$ 14,886,000	$ 14,330,000
Goodwill, impairment			0	0
Intangible assets			3,680,000	3,680,000
Amortization expense			515,000	458,000
Eton
Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 11,389,000
Other intangible assets acquired	$ 530,000
Technology
Finite-Lived Intangible Assets [Line Items]
Intangible asset useful life (in years)		7 years
Other intangible assets acquired		$ 3,200,000
Trade Name
Finite-Lived Intangible Assets [Line Items]
Intangible assets			80,000	80,000
Impairment of intangible asset			0	0
Trade Name \| Eton
Finite-Lived Intangible Assets [Line Items]
Intangible asset useful life (in years)	3 years
Other intangible assets acquired	$ 80,000
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Intangible assets			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	$ 420,000
Noncompete Agreements
Finite-Lived Intangible Assets [Line Items]
Intangible assets			$ 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 - Schedule of Other Intangible Assets, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 3,680	$ 3,680
Accumulated Amortization	(1,798)	(1,283)
Net Carrying Value	1,882	2,397
Intellectual Property
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	3,150	3,150
Accumulated Amortization	(1,725)	(1,275)
Net Carrying Value	1,425	1,875
Trade Name
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	80	80
Accumulated Amortization	(30)	(3)
Net Carrying Value	50	77
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	420	420
Accumulated Amortization	(32)	(4)
Net Carrying Value	388	416
Non-competition Agreements
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	30	30
Accumulated Amortization	(11)	(1)
Net Carrying Value	$ 19	$ 29

Goodwill and Other Intangible Assets - Schedule of Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 514
2024	510
2025	478
2026	103
2027	28
Thereafter	249
Net Carrying Value	$ 1,882	$ 2,397

Leases - Narrative (Details)	1 Months Ended
Leases - Narrative (Details)	Sep. 30, 2021 USD ($)	Dec. 31, 2022 USD ($) Lease	Sep. 30, 2022
Lessee, Lease, Description [Line Items]
Number of outstanding leases \| Lease		4
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		2 months
Minimum \| Short Term Lease [Member]
Lessee, Lease, Description [Line Items]
Term of leases		1 year
Maximum
Lessee, Lease, Description [Line Items]
Term of leases		59 months

Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Finance lease cost:
Payment of finance lease liability	$ 79	$ 81
Interest on lease liabilities	3	9
Operating lease costs	1,366	920
Variable lease cost	706	475
Short term lease cost	915	236
Total lease cost	$ 3,069	$ 1,721

Leases - Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating cash flows from operating leases	$ 1,606	$ 1,031
Operating cash flows from finance leases	3	9
Financing cash flows from finance leases	$ 79	$ 81

Leases - Weighted-Average Lease Terms and Interest Rates (Details)	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Finance leases, weighted average remaining lease term (in years)	2 years 9 months 18 days	1 year
Operating leases, weighted average remaining lease term (in years)	3 years 10 months 24 days	3 years 10 months 24 days
Finance leases, weighted average discount rate (as a percent)	10.00%	7.70%
Operating leases, weighted average discount rate (as a percent)	8.50%	8.50%

Leases - Minimum Future Lease Payments (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Operating
2023	$ 769
2024	323
2025	333
2026	343
2027	307
Thereafter	0
Total future minimum lease payments	2,075
Less: imputed interest	(386)
Present value of operating lease liability	1,689
Operating lease liability, current portion	(578)	$ (1,156)
Non-current portion of lease liability	1,111	1,394
Finance
2023	65
2024	32
2025	0
2026	0
2027	0
Thereafter	0
Total future minimum lease payments	97
Less: imputed interest	(8)
Present value of operating lease liability	89
Less: current portion of lease liability	(59)	$ (81)
Non-current portion of lease liability	$ 30

Notes Payable - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
Principal amount of loans payable	$ 20,000	$ 15,000
Less: Current portion of loans payable		(603)
Loans payable, net of current portion	20,000	14,397
Accrued Interest	172	94
Final debt payment liability	900	400
Debt discount and financing costs, net of accretion	(1,423)	(803)
Loans payable, net of discount and current portion	$ 19,649	$ 14,088

Notes Payable - Narrative (Details) - USD ($)					1 Months Ended	12 Months Ended
Notes Payable - Narrative (Details) - USD ($)	Aug. 09, 2022	Jun. 30, 2021	Jun. 18, 2021	Mar. 04, 2021	Jun. 30, 2021	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Loss on debt extinguishment						$ 727,000	$ 618,000
Final debt payment						900,000	$ 400,000
Success Fee
Debt Instrument [Line Items]
Derivative liability						800,000
Common Stock
Debt Instrument [Line Items]
Shares issued for warrant exercises (in shares)		51,409	119,315		51,409		15,079,329
Preferred Warrant
Debt Instrument [Line Items]
Value of securities called by warrants				$ 200,000
Percent of advanced principal				1.50%
Participation Rights
Debt Instrument [Line Items]
Warrants liability						$ 400,000
Secured Term Loan Facility
Debt Instrument [Line Items]
Interest rate at period end (as a percent)						12.16%
Credit, Security and Guaranty Agreement \| 2022 Loan Agreements
Debt Instrument [Line Items]
Debt instrument, interest rate terms	The 2022 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 \| Secured Term Loan Facility \| SOFR
Debt Instrument [Line Items]
Stated percentage rate (as a percent)	5.75%
Credit, Security and Guaranty Agreement \| Secured Term Loan Facility \| 2022 Loan Agreements
Debt Instrument [Line Items]
Exit fee percentage	4.50%
Debt instrument, maturity date	Aug. 01, 2027
Basis spread on variable rate	1.50%
Credit, Security and Guaranty Agreement \| Secured Term Loan Facility \| 2022 Loan Agreements \| Prepayments Made During Year One
Debt Instrument [Line Items]
Prepayment premium percentage	3.00%
Credit, Security and Guaranty Agreement \| Secured Term Loan Facility \| 2022 Loan Agreements \| Prepayments Made During Year Two
Debt Instrument [Line Items]
Prepayment premium percentage	2.00%
Credit, Security and Guaranty Agreement \| Secured Term Loan Facility \| 2022 Loan Agreements \| Prepayments Made During Year Three
Debt Instrument [Line Items]
Prepayment premium percentage	1.00%
Credit, Security and Guaranty Agreement \| Secured Term Loan Facility \| 2022 Loan Agreements \| SOFR
Debt Instrument [Line Items]
Basis spread on variable rate	0.10%
Credit, Security and Guaranty Agreement \| Revolving Credit Facility \| 2022 Loan Agreements
Debt Instrument [Line Items]
Debt instrument, maturity date	Aug. 01, 2027
Stated percentage rate (as a percent)	3.00%
Basis spread on variable rate	1.50%
Maximum borrowing capacity	$ 10,000,000.0
Unused line fee percentage	0.50%
Maximum \| Credit, Security and Guaranty Agreement \| Secured Term Loan Facility \| 2022 Loan Agreements
Debt Instrument [Line Items]
Aggregate principal amount	$ 30,000,000.0
Minimum \| Credit, Security and Guaranty Agreement \| 2022 Loan Agreements
Debt Instrument [Line Items]
Debt instrument, cash covenant	7,000,000.0
Tranche 1 Term Loan \| Maximum \| Credit, Security and Guaranty Agreement \| Secured Term Loan Facility \| 2022 Loan Agreements
Debt Instrument [Line Items]
Aggregate principal amount	20,000,000.0
Tranche 2 Term Loan \| Maximum \| Credit, Security and Guaranty Agreement \| Secured Term Loan Facility \| 2022 Loan Agreements
Debt Instrument [Line Items]
Aggregate principal amount	5,000,000.0
Tranche 3 Term Loan \| Maximum \| Credit, Security and Guaranty Agreement \| Secured Term Loan Facility \| 2022 Loan Agreements
Debt Instrument [Line Items]
Aggregate principal amount	$ 5,000,000.0
Line of Credit \| Secured Debt \| 2021 Loan Agreement
Debt Instrument [Line Items]
Proceeds from issuance of debt				$ 15,000,000.0
Loss on debt extinguishment						$ (700,000)
Stated percentage rate (as a percent)				7.25%
Final debt payment				$ 400,000
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				$ 5,000,000.0

Notes Payable - Schedule of Maturities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
2025	$ 4,167
2026	10,000
2027	5,833
Principal amount of loans payable	$ 20,000	$ 15,000

Stockholders' Equity (Details) - USD ($) $ in Millions			1 Months Ended	12 Months Ended
Stockholders' Equity (Details) - USD ($) $ in Millions	Jun. 30, 2021	Jun. 18, 2021	Jun. 30, 2021	Dec. 31, 2021
Common Stock
Subsidiary, Sale of Stock [Line Items]
Shares issued for warrant exercises (in shares)	51,409	119,315	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		12 Months Ended		21 Months Ended
	Dec. 13, 2022	Jun. 18, 2021	Dec. 31, 2022	Jun. 30, 2021	Dec. 31, 2022	Dec. 31, 2021	Nov. 30, 2022	Mar. 03, 2021	Mar. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Income tax benefit					$ 0
Original exercise price			$ 2.11		$ 2.11	$ 6.09
Common stock, shares issued (in shares)			29,647,091		29,647,091	29,318,578
Options granted (in shares)					2,749,952
Weighted average grant date fair value (in USD per share)					$ 3.28
Unrecognized compensation expense			$ 7,800,000		$ 7,800,000
Period for recognition (in years)					4 years 10 months 24 days
Stock-based compensation expense					$ 3,727,000	$ 1,086,000
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)			2,517,179	3,500,000	2,517,179
Additional shares allowed under plan (in shares)				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
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense					$ 2,954,000	1,047,000
Repriced Stock Options \| 2021 Plan and 2021 SIP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted (in shares)							4,261,402
Stock-based compensation expense	$ 300,000		$ 800,000
Repriced Stock Options \| 2021 Plan and 2021 SIP \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Original exercise price	$ 11.75
Repriced Stock Options \| 2021 Plan and 2021 SIP \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Original exercise price	1.59
Repriced Stock Options \| Reduced Option Exercise Price \| 2021 Plan and 2021 SIP \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Original exercise price	1.26
Repriced Stock Options \| Reduced Option Exercise Price \| 2021 Plan and 2021 SIP \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Original exercise price	$ 1.15
Repriced Stock Options \| Remaining Term of Stock Option Awards \| 2021 Plan and 2021 SIP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense			$ 500,000
ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant (in shares)		350,000	405,350		405,350
Additional shares allowed under plan (in shares)		1,050,000
Percentage of outstanding shares, maximum		1.00%
Common stock issued under ESPP (in shares)					237,835
Stock-based compensation expense					$ 424,000	$ 39,000

Stock-Based Compensation - Stock Option activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Number of options
Outstanding at beginning of the period (in shares)	2,550,984
Options granted (in shares)	2,749,952
Options exercised (in shares)	(90,678)
Options cancelled (in shares)	(721,703)
Outstanding at end of the period (in shares)	4,488,555	2,550,984
Vested and expected to vest (in shares)	3,747,773
Exercisable (in shares)	895,270
Weighted average exercise price
Outstanding at beginning of period (in USD per share)	$ 6.09
Options granted (in USD per share)	5.73
Options exercised (in USD per share)	1.08
Options cancelled (in USD per share)	6.99
Outstanding at end of period (in USD per share)	2.11	$ 6.09
Vested and expected to vest (in USD per share)	2.09
Exercisable (in USD per share)	$ 2.64
Weighted average remaining contractual term (in years)
Outstanding (in years)	8 years 10 months 24 days	9 years 1 month 6 days
Vested and expected to vest (in years)	8 years 9 months 18 days
Exercisable (in years)	8 years
Aggregate intrinsic value (in thousands)
Outstanding	$ 252	$ 12,417
Vested and expected to vest	232
Exercisable	$ 139

Stock-Based Compensation - Fair Value Assumptions (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk free interest rate	2.40%	1.20%
Expected term (in years)	5 years 1 month 6 days	6 years 4 months 24 days
Forfeiture rate	20.00%	29.20%
Expected volatility	54.50%	39.90%
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield	0.00%	0.00%

Stock-Based Compensation - Restricted Stock Unit Activity (Details) - Restricted Stock Units	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward]
Beginning balance (in shares) \| shares	0
Granted (in shares) \| shares	310,901
Cancelled \| shares	(38,300)
Ending balance (in shares) \| shares	272,601
Weighted-Average Grant Date Fair Value
Beginning balance (USD per share) \| $ / shares	$ 0
Granted (USD per share) \| $ / shares	6.88
Cancelled (USD per share) \| $ / shares	10.20
Ending balance (USD per share) \| $ / shares	$ 6.41

Stock-Based Compensation - Classification of Expense Related to Award Type Categories (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 3,727	$ 1,086
Stock options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	2,954	1,047
Restricted Stock Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	349	0
Employee Stock Purchase Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 424	$ 39

Stock-Based Compensation - Classification of Expense Related to Expense Categories (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 3,727	$ 1,086
Stock options
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	2,954	1,047
Restricted stock units that vest into common stock
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	349	0
ESPP
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	424	39
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	582	29
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	425	100
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 2,720	$ 957

Income Taxes - Domestic and Foreign Pre-Tax Loss (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Domestic	$ (48,556)	$ (39,026)
Foreign	109	81
Total	$ (48,447)	$ (38,945)

Income Taxes - Narrative (Details) - USD ($)	12 Months Ended
Income Taxes - Narrative (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Increase in valuation allowance	$ 12,700,000	$ 9,200,000
Operating Loss Carryforwards [Line Items]
Current federal and state income tax expense	$ 0	0
Maximum \| US
Operating Loss Carryforwards [Line Items]
Term eliminates research and development expenses tax deduction under tax cuts and jobs act of 2017	5 years
Maximum \| Non-US
Operating Loss Carryforwards [Line Items]
Term eliminates research and development expenses tax deduction under tax cuts and jobs act of 2017	15 years
Research and development
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 600,000
Federal
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	95,900,000	62,100,000
Operating loss carryforward not subject to expiration	94,600,000
Operating loss carryforward subject to expiration	1,300,000
Federal \| Research and development
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	1,000,000.0
State
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	70,100,000	$ 38,500,000
Operating loss carryforward subject to expiration	$ 70,100,000

Income Taxes - Reconciliation of the Federal Statutory Income Tax (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Federal statutory income (benefit) tax rate	(21.00%)	(21.00%)
State income taxes, net of federal benefit		(3.70%)
Change in valuation allowance	20.60%	23.70%
Permanent items	0.80%	1.20%
Tax credits	(0.40%)	(0.20%)
Effective income tax rate	0.00%	0.00%

Income Taxes - Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Net deferred tax assets	$ 0	$ 0
Deferred tax assets:
Net operating loss carryforwards	24,847	15,555
Research and development tax credit carryforwards	1,202	915
Stock based compensation	669	168
Capitalized research and development costs	981
Accruals and other	2,420	666
Gross deferred tax assets	30,119	17,304
Valuation Allowance	(29,447)	(16,749)
Total deferred tax assets	672	555
Deferred tax liabilities:
Fixed assets	(93)	(62)
Intangibles	(579)	(493)
Total deferred tax liabilities	$ (672)	$ (555)

Income Taxes - Unrecognized Tax Benefits Activity (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at beginning of period	$ 338	$ 316
Increase of unrecognized tax benefits taken in prior years		(36)
Increase of unrecognized tax benefits taken in current year	105	58
Balance at ending of period	$ 443	$ 338

Net Loss Per Share - Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Numerator:
Net loss	$ (48,471)	$ (38,958)
Net loss attributable to common stockholders	$ (48,471)	$ (38,958)
Denominator:
Weighted average common stock outstanding - basic (in shares)	29,463,361	18,222,495
Weighted average common stock outstanding - diluted (in shares)	29,463,361	18,222,495
Net loss per share attributable to common stockholders - basic (in USD per share)	$ (1.65)	$ (2.14)
Net loss per share attributable to common stockholders - diluted (in USD per share)	$ (1.65)	$ (2.14)

- 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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- 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	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	4,879,676	2,550,984
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	4,488,555	2,550,984
Restricted stock units that vest into common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	272,601	0
Shares issuable under employee stock purchase plan
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	118,520	0

Retirement Plan (Details) - USD ($)	12 Months Ended
Retirement Plan (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Retirement Benefits [Abstract]
Contribution costs	$ 0	$ 0

Acquisitions - Narrative (Details) - Eton - USD ($) $ in Millions		12 Months Ended
	Nov. 18, 2021	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Payments to acquire businesses	$ 14.1
Cash on hand funded for acquisition	13.6
Remaining cash paid for acquisition		$ 0.5
Acquisition-related costs	$ 0.3
Revenue			$ 0.5
Net loss			$ 0.2

Acquisition - Assets and Liabilities (Details) - USD ($) $ in Thousands		12 Months Ended
	Nov. 18, 2021	Dec. 31, 2021	Dec. 31, 2022	Mar. 08, 2019
Business Acquisition [Line Items]
Goodwill		$ 14,330	$ 14,886	$ 3,500
Operating lease liability, current portion		(1,156)	(578)
Operating lease liability, net of current portion		(1,394)	$ (1,111)
Purchase of Eton, net of cash acquired		$ 13,186
Eton
Business Acquisition [Line Items]
Cash	$ 393
Accounts receivable	664
Inventory	305
Other current assets	79
Right-of-use assets	1,904
Property and equipment, net	1,388
Other long-term assets	28
Goodwill	11,389
Intangible assets	530
Accounts payable, accrued employee expenses and other accrued liabilities	(389)
Deferred revenue, current portion	(252)
Operating lease liability, current portion	(427)
Operating lease liability, net of current portion	(1,477)
Total purchase consideration	14,135
Less: Acquired cash	(393)
Purchase of Eton, net of cash acquired	$ 13,742

Acquisition - Intangible Assets (Details) - Eton	Nov. 18, 2021 USD ($)
Business Acquisition [Line Items]
Total intangible assets acquired	$ 530,000
Trade Name
Business Acquisition [Line Items]
Total intangible assets acquired	$ 80,000
Useful life (in years)	3 years
Customer Relationships
Business Acquisition [Line Items]
Total intangible assets acquired	$ 420,000
Useful life (in years)	15 years
Non-competition Agreements
Business Acquisition [Line Items]
Total intangible assets acquired	$ 30,000
Useful life (in years)	3 years

Acquisition - Pro Forma Information (Details) - Eton $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Business Acquisition [Line Items]
Pro forma revenue	$ 17,094
Pro forma net loss	$ (38,228)

Collaboration (Details) - USD ($)	12 Months Ended
Collaboration (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Upfront payment	$ 399,000	$ 355,000	$ 257,000
Deferred revenue, current portion	3,958,000	205,000
Total revenue	27,435,000	11,043,000
License
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Total revenue	6,600,000
Pfizer
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Upfront payment	3,700,000
Pfizer \| License
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Upfront payment		8,000,000.0
Additional amounts to be received		10,000,000.0
Pfizer \| Clinical
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Upfront payment	8,000,000.0
Milestone payments to be received	2,500,000
Pfizer \| Clinical \| Minimum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payments to be received		20,000,000.0
Pfizer \| Clinical \| Maximum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payments to be received		55,000,000.0
Pfizer \| Sales Milestones \| Minimum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payments to be received		60,000,000.0
Pfizer \| Sales Milestones \| Maximum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payments to be received		$ 180,000,000.0
Royalty percentage		1.00%
Pfizer \| Material Rights
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Revenue recognized	300,000
Pfizer \| Research
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Revenue from the milestone achievement	$ 2,500

Collaboration (Details 1) - Pfizer [Member] - Research - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 $ in Millions	Dec. 31, 2021 USD ($)
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

Related Party Transactions (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Related Party Transactions [Abstract]
Payments to related parties	$ 0.5	$ 0.3