0000950170-24-038389 | 10-K | XBRL Viewer

Print Document View Excel Document

Income Taxes - Schedule of Components of Loss Before Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Domestic	$ (47,778)	$ (48,556)
Foreign	78	109
Total	$ (47,700)	$ (48,447)

Leases

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

LEASES

8. LEASES

As of December 31, 2023, the Company had five outstanding leases for office and laboratory space and scientific manufacturing equipment with remaining terms between approximately two and ten years. The Company has also entered into certain short-term leases with a term of one year or less. 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 at 10421 and 10431 Wateridge Circle, San Diego, California, 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 terminated upon the occupancy of office and laboratory space at 10431 Wateridge Circle, in March 2023. The Wateridge Pointe lease provides for a tenant improvement 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. Combined rent for the two buildings under the Wateridge Pointe lease is approximately $3.9 million per year, 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 10431 Wateridge Circle and the corresponding termination of the lease at 9535 Waples Street occurred in the first quarter of 2023. Occupancy and commencement of the 10421 Wateridge Circle lease occurred in the second 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 recorded a right-of-use asset and lease liability on the commencement date of the 10421 and 10431 Wateridge Circle lease components (see Note 19).

Equipment

The Company entered into finance lease agreements for equipment in November 2017 (the 2017 Equipment Lease), January 2018 (the 2018 Equipment Lease), in November 2022 (the 2022 Equipment Lease), and in August 2023 (the 2023 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 and the 2018 Equipment Lease expired in December 2022. The 2022 Equipment Lease expires in October 2025 and the 2023 Equipment Lease expires in August 2026.

Summary of Lease Cost

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


	December 31,
	2023		2022
Lease costs
Finance lease cost:
Amortization of finance lease right-of-use asset	$	66	$	79
Interest on finance lease liabilities		14		3
Operating lease costs		4,617		1,366
Variable lease cost		1,102		706
Short term lease cost		445		915
Total lease cost	$	6,244	$	3,069

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


	December 31,
	2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	3,014	$	1,606
Operating cash flows from finance leases	$	14	$	3
Financing cash flows from finance leases	$	92	$	79

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


	December 31,
	2023			2022
Weighted-average remaining lease term
Finance leases	2.5 years			2.8 years
Operating leases	9.2 years			3.9 years
Weighted-average discount rate
Finance leases		8.8	%		10.0	%
Operating leases		9.7	%		8.5	%

The following table summarizes the minimum lease payments of the Company’s operating and finance lease liabilities as of December 31, 2023 (in thousands):


Years Ending December 31,	Operating			Finance
2024	$	4,407		$	131
2025		4,539			99
2026		4,657			57
2027		4,659			—
2028		4,482			—
Thereafter		21,595			—
Total future minimum lease payments		44,339			287
Less: imputed interest		(15,487	)		(28	)
Present value of lease liability	$	28,852		$	259

Less: current portion of lease liability		(1,710	)		(112	)
Non-current portion of lease liability		27,142			147

Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Finance lease cost:
Amortization of finance lease right-of-use asset	$ 66	$ 79
Interest on finance lease liabilities	14	3
Operating lease costs	4,617	1,366
Variable lease cost	1,102	706
Short term lease cost	445	915
Total lease cost	$ 6,244	$ 3,069

Fair Value Measurement (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

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

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 securities, and the contingent put liability (in thousands):


	Fair value measurements as of December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	6	$	—	$	—	$	6
Commercial paper		—		6,407		—		6,407
U.S. Government securities		—		8,943		—		8,943
Corporate debt securities		—		2,238		—		2,238
Total	$	6	$	17,588	$	—	$	17,594

Liabilities
Contingent put option liability	$	—	$	—	$	36	$	36
Total	$	—	$	—	$	36	$	36


	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 securities		—		11,422		—		11,422
Total	$	26,784	$	13,159	$	—	$	39,943

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

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

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


	Contingent Put Option Liability
Fair value at December 31, 2021	$	108
Extinguishment of liability		(112	)
Issuance of liability		379
Change in fair value		(8	)
Fair value at December 31, 2022		367
Change in fair value		(331	)
Fair value at December 31, 2023	$	36

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Audit Information [Abstract]
Auditor Name	WithumSmith+Brown, PC
Auditor Location	San Francisco, California
Auditor Firm ID	100

Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity - USD ($) $ in Thousands	Total	Redeemable Convertible Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)
Balance at beginning of period (in shares) at Dec. 31, 2021			29,318,578
Balance at beginning of period at Dec. 31, 2021	$ 90,784		$ 5	$ 156,049	$ (65,270)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)			90,678
Issuance of common stock upon exercise of stock options	98			98
Issuance of common stock upon exercise of ESPP (in shares)			237,835
Issuance of common stock upon exercise of ESPP	482			482
Stock-based compensation expense	3,727			3,727
Unrealized gain (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	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)	106,997		106,997
Issuance of common stock upon exercise of stock options	$ 86			86
Issuance of common stock upon exercise of ESPP (in shares)			187,951
Issuance of common stock upon exercise of ESPP	154			154
Issuance of redeemable convertible preferred stock, net of issuance costs (in shares)		280,000
Issuance of redeemable convertible preferred stock, net of issuance costs		$ 18,410
Issuance of warrants, net of issuance costs	8,007			8,007
Redeemable convertible preferred stock dividends	(1,300)	1,300		(1,300)
Accretion of preferred stock		$ 9,590
Accretion of preferred stock	(9,590)			(9,590)
Issuance of warrants in connection with notes payable amendment	74			74
Vesting of restricted stock units (in shares)			121,283
Stock-based compensation expense	3,963			3,963
Unrealized gain (loss) on available- for-sale short-term investments	6					6
Foreign currency translation loss	(3)					$ (3)
Net loss	$ (47,724)				(47,724)
Balance at end of period (in shares) at Dec. 31, 2023	30,063,322		30,063,322
Balance at end of period at Dec. 31, 2023	$ 238		$ 5	$ 161,698	$ (161,465)
Balance at end of period (in shares) at Dec. 31, 2023	280,000	280,000
Balance at end of period at Dec. 31, 2023	$ 29,300	$ 29,300

Summary of Significant Accounting Policies - Goodwill (Details)	12 Months Ended
	Dec. 31, 2023 Segment
Accounting Policies [Abstract]
Number of reporting units	2

Net Loss Per Share - Antidilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	37,116,774	4,879,676
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	5,663,641	4,488,555
Restricted stock units that vest into common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	589,192	272,601
Shares issuable under employee stock purchase plan
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	63,715	118,520
Warrants to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	18,402,196
Redeemable Convertible Preferred Stock (as converted to common stock)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	12,398,030

Notes Payable

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

NOTES PAYABLE

9. NOTES PAYABLE

Loan and Security Agreement

As of December 31, 2023 and 2022, the notes payable on the consolidated balance sheets pertains to the Credit, Security and Guaranty Agreement with MidCap Financial Trust and consists of the following (in thousands):


	December 31,
	2023			2022
Principal amount of notes payable	$	5,000		$	20,000
Less: Current portion of notes payable		—			—
Notes payable, net of current portion		5,000			20,000
Accrued interest		100			172
Final debt payment liability		750			900
Debt discount and financing costs, net of accretion		(581	)		(1,423	)
Notes payable, net of discount and current portion	$	5,269		$	19,649

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.

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 MidCap Financial Trust, and (ii) a Credit, Security and Guaranty Agreement (the 2022 Revolving Loan Agreement, and together with the 2022 Term Loan Agreement, the 2022 Loan Agreements), and the extensions of credit thereunder referred to as the 2022 Term Loan and 2022 Revolving Loan, respectively), with MidCap Funding IV Trust (together with MidCap Financial Trust, MidCap). On June 30, 2023, the Company entered into an Amendment No. 2 to Credit, Security and Guaranty Agreement to both the 2022 Term Loan Agreement and the 2022 Revolving Loan Agreement (Amendment No. 2). The impact of Amendment No. 2 was to (i) increase the interest rate on the 2022 Term Loan, (ii) increase the interest rate floor on the 2022 Term Loan and the 2022 Revolving Loan, (iii) increase the exit fee, (iv), reset the prepayment penalty, (v) require the lender’s consent for activation of future incremental borrowings under the 2022 Term Loan Agreement, and (vi) reset the minimum net revenue covenant.

As of September 30, 2023, the Company was not in compliance with certain minimum revenue covenants of the 2022 Term Loan Agreement. As a result of this non-compliance, MidCap had the ability to immediately call the balance of the loan, along with a 5.5% exit fee and 3.0% prepayment penalty, amounting to a total repayment obligation of approximately $21.7 million for the 2022 Term Loan, plus a $0.3 million prepayment penalty for the 2022 Revolving Loan.

On November 24, 2023, the Company entered into Amendment No. 3 to Credit, Security and Guaranty Agreement to both the 2022 Term Loan Agreement and the 2022 Revolving Loan Agreement (Amendment No. 3). The impact of Amendment No. 3 was to (i) repay $15.0 million in November 2023 under the 2022 Term Loan Agreement and (ii) grant MidCap a warrant to purchase 275,000 shares of common stock at a price equal to the 10-day volume weighted average price of the Company's common stock immediately prior to the date of Amendment No. 3. In exchange for the Company doing the foregoing, MidCap (i) waived all existing defaults under the 2022 Loan Agreements, (ii) reset revenue covenants under the 2022 Term Loan Agreement, (iii) waived the prepayment penalty related to the $15.0 million repayment and reduced the prepayment penalty for the remaining outstanding balance under the 2022 Term Loan Agreement to 1%, (iv) froze any future extensions of credit under the 2022 Revolving Loan Agreement and (v) reduced the exit fee payable upon complete repayment of amounts left outstanding at the end of term by $350,000, with the remaining $750,000 of exit fees to be payable at maturity.

The 2022 Term Loan Agreement, as amended, 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). Tranche Two and Tranche Three require MidCap's consent in order for the Company to draw down the additional borrowings. The 2022 Revolving Loan Agreement provides for a secured revolving loan facility in an aggregate principal amount of up to $10.0 million, subject to a borrowing base equal to percentages of eligible accounts receivable and inventory as determined in accordance with the 2022 Revolving Credit Agreement. The 2022 Term Loan and 2022 Revolving Loan 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 including MidCap's consent, Tranche Two was 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, but was not exercised. Subject to certain terms and conditions of the 2022 Term Loan Agreement including MidCap's consent, Tranche Three may become available between September 30, 2024, and March 31, 2025. The proceeds of Tranche Three, if available, may be used for working capital and general corporate purposes.

The 2022 Term Loan, as amended bears interest at a floating rate based on an adjusted term secured overnight financing rate (SOFR) plus 0.1% (subject to a floor of 3.50%) for a one-month interest period, plus a margin of 6.75%. Interest on the 2022 Term Loan is payable monthly in arrears on the first day of each month and at maturity. For the year ended December 31, 2023, the effective interest rate on outstanding borrowings was approximately 17.02%.

Following an initial interest-only period, beginning on August 1, 2025, the outstanding principal amount of the 2022 Term Loan 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 2022 Term Loan 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 from the date of Amendment No. 2, respectively. Once repaid, the 2022 Term Loan may not be reborrowed. The Company is also obligated to pay an exit fee equal to 5.5% of the outstanding principal amount of the 2022 Term Loan 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 2022 Revolving Loan 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 2022 Revolving Loan may be used for working capital needs and general corporate purposes. As of December 31, 2023, no amount of 2022 Revolving Loan was outstanding under the 2022 Revolving Loan Agreement. On November 24, 2023, MidCap froze any future extensions of credit under the 2022 Revolving Loan Agreement due to the event of default discussed above.

The 2022 Revolving Loan would bear interest at a floating rate based on an adjusted term SOFR (subject to a floor of 1.50%) for a one-month interest period, plus a margin of 3.00%. Interest on the 2022 Revolving Loan would be payable monthly in arrears on the first day of each month and at maturity. Prior to November 24, 2023, the Company was 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, as amended, require the Company 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 derivative liability on the

consolidated balance sheet. As of December 31, 2023, the estimated fair value of the contingent put option liability was $36 thousand, 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, 2023, the estimated future principal payments due were as follows:


	December 31, 2023
Estimated future principal payments due
2024	$	—
2025		1,042
2026		2,500
2027		1,458
Total	$	5,000

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Stock-Based Compensation - Restricted Stock Unit Activity (Details) - Restricted Stock Units	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Beginning balance (in shares) \| shares	272,601
Granted (in shares) \| shares	569,669
Vested \| shares	(121,283)
Cancelled \| shares	(131,795)
Ending balance (in shares) \| shares	589,192
Weighted-Average Grant Date Fair Value
Beginning balance (USD per share) \| $ / shares	$ 6.41
Granted (USD per share) \| $ / shares	1.36
Vested (USD per share) \| $ / shares	5.05
Cancelled (USD per share) \| $ / shares	2.53
Ending balance (USD per share) \| $ / shares	$ 2.68

Goodwill and Other Intangible Assets - Schedule of Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 510
2025	478
2026	103
2027	28
2028	28
Thereafter	220
Net Carrying Value	$ 1,367	$ 1,882

Retirement Plan (Details) - USD ($)	12 Months Ended
Retirement Plan (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Retirement Benefits [Abstract]
Contribution costs	$ 0	$ 0

Property and Equipment - Narrative (Details) - USD ($)	12 Months Ended
Property and Equipment - Narrative (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 1,805,000	$ 1,156,000
Impairment charges	$ 200,000	$ 0

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (47,724)	$ (48,471)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-8

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-9

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 13: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480167/946-830-55-10

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483581/946-220-45-7

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(9))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(1)(d))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 32: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-7

Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482740/230-10-45-28

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A

Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B

Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

Summary of Significant Accounting Policies - Changes in Deferred Revenue for Warranties (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
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	$ 399	$ 355
Warranty revenue deferred	218	615
Warranty revenue recognized	(317)	(571)
Ending balance	$ 300	$ 399

Summary of Significant Accounting Policies - Segments Information (Details)	12 Months Ended
	Dec. 31, 2023 Segment
Accounting Policies [Abstract]
Number of operating segment	1
Number of reportable segment	1

Goodwill and Other Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Other Intangible Assets, Net

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


	December 31, 2023
	Gross Carrying Value		Accumulated Amortization			Net Carrying Value
Intellectual property	$	3,150	$	(2,175	)	$	975
Trade name		80		(57	)		23
Customer relationships		420		(60	)		360
Non-competition agreements		30		(21	)		9
Total	$	3,680	$	(2,313	)	$	1,367


	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

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

The following table summarizes the estimated future amortization expense of the intangible assets as of December 31, 2023 (in thousands):


Years ending December 31,	Amortization of Intangible Assets
2024	$	510
2025		478
2026		103
2027		28
2028		28
Thereafter		220
Total	$	1,367

Retirement Plan

12 Months Ended

Dec. 31, 2023

Retirement Benefits [Abstract]

RETIREMENT PLAN

17. 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, 2023 and 2022.

Collaboration (Details) - USD ($)	12 Months Ended
Collaboration (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Upfront payment	$ 300,000	$ 399,000	$ 355,000
Deferred revenue, current portion	338,000	3,958,000
Total revenue	27,509,000	27,435,000
License
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Total revenue	8,700,000
Pfizer
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Upfront payment	0
Pfizer \| License
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Upfront payment	8,000,000		8,000,000
Additional amounts to be received			2,500,000
Milestone payments to be received	7,500,000		7,500,000
Pfizer \| Clinical \| Minimum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payments to be received			20,000,000
Pfizer \| Clinical \| Maximum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payments to be received			55,000,000
Pfizer \| Sales Milestones \| Minimum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payments to be received			60,000,000
Pfizer \| Sales Milestones \| Maximum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payments to be received			$ 180,000,000
Royalty percentage			1.00%
Pfizer \| Material Rights
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Revenue recognized	300,000	300,000
Pfizer \| Research
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Revenue from the milestone achievement	$ 5,000,000	$ 2,500,000

Organization, Operations, and Liquidity (Details) - USD ($)		1 Months Ended
	Aug. 09, 2022	Jun. 30, 2023	Jun. 30, 2021	Dec. 31, 2023	Nov. 30, 2023	Nov. 24, 2023	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Accumulated deficit				$ (161,465,000)				$ (113,741,000)
Net proceeds from sale of preferred stock and warrants		$ 26,400,000
Upfront payment				300,000				$ 399,000	$ 355,000
2022 Term Loan Agreements
Subsidiary, Sale of Stock [Line Items]
Debt repayment obligation					$ 15,000,000	$ 15,000,000	$ 21,700,000
Debt borrowed	$ 20,000,000
Pfizer
Subsidiary, Sale of Stock [Line Items]
Upfront payment				0
Pfizer \| License
Subsidiary, Sale of Stock [Line Items]
Upfront payment				8,000,000					8,000,000
Milestone payments to be received				$ 7,500,000					$ 7,500,000
IPO
Subsidiary, Sale of Stock [Line Items]
Net proceeds from issuance of shares of common stock in initial public offering			$ 112,500,000

Notes Payable - Narrative (Details) - USD ($)					9 Months Ended	12 Months Ended
Notes Payable - Narrative (Details) - USD ($)	Nov. 24, 2023	Nov. 23, 2023	Aug. 09, 2022	Mar. 04, 2021	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2023	Nov. 30, 2023	Jun. 05, 2023
Debt Instrument [Line Items]
Loss on debt extinguishment						$ 727,000
Final debt payment						900,000	$ 750,000
Warrants liability									$ 28,000,000
Warrant to purchase shares of common stock							18,402,196		17,771,761
Lender notice description on debt repayment	On November 24, 2023, the Company entered into Amendment No. 3 to Credit, Security and Guaranty Agreement to both the 2022 Term Loan Agreement and the 2022 Revolving Loan Agreement (Amendment No. 3). The impact of Amendment No. 3 was to (i) repay $15.0 million in November 2023 under the 2022 Term Loan Agreement and (ii) grant MidCap a warrant to purchase 275,000 shares of common stock at a price equal to the 10-day volume weighted average price of the Company's common stock immediately prior to the date of Amendment No. 3. In exchange for the Company doing the foregoing, MidCap (i) waived all existing defaults under the 2022 Loan Agreements, (ii) reset revenue covenants under the 2022 Term Loan Agreement, (iii) waived the prepayment penalty related to the $15.0 million repayment and reduced the prepayment penalty for the remaining outstanding balance under the 2022 Term Loan Agreement to 1%, (iv) froze any future extensions of credit under the 2022 Revolving Loan Agreement and (v) reduced the exit fee payable upon complete repayment of amounts left outstanding at the end of term by $350,000, with the remaining $750,000 of exit fees to be payable at maturity
Outstanding exit fee payable	$ 350,000
Exit fees payable at maturity	750,000
Participation Rights
Debt Instrument [Line Items]
Warrants liability							$ 36,000,000
2022 Term Loan Agreements
Debt Instrument [Line Items]
Exit fee percentage					5.50%
Prepayment premium percentage					3.00%
Debt repayment obligation	$ 15,000,000				$ 21,700,000			$ 15,000,000
Warrant to purchase shares of common stock	275,000
Percentage of prepayment penalty for remaining outstanding balance	1.00%
Revolving Credit Facility \| 2022 Loan Agreements
Debt Instrument [Line Items]
Prepayment penalty					$ 300,000
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)			6.75%
Credit, Security and Guaranty Agreement \| Secured Term Loan Facility \| 2022 Loan Agreements
Debt Instrument [Line Items]
Debt instrument, maturity date			Aug. 01, 2027
Basis spread on variable rate			3.50%
Exit fee percentage			5.50%
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]
Maximum borrowing capacity			$ 10,000,000
Debt instrument, maturity date			Aug. 01, 2027
Basis spread on variable rate			1.50%
Stated percentage rate (as a percent)			3.00%
Loans outstanding							$ 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
Minimum \| Credit, Security and Guaranty Agreement \| 2022 Loan Agreements
Debt Instrument [Line Items]
Debt instrument, cash covenant			7,000,000
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
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
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
Line of Credit \| Secured Debt \| 2021 Loan Agreement
Debt Instrument [Line Items]
Proceeds from issuance of debt				$ 15,000,000
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
Line of Credit \| Secured Term Loan Facility \| 2022 Loan Agreements
Debt Instrument [Line Items]
Effective interest rate (as a percent)							17.02%

Subsequent Events (Details) - 10421 and 10431 Wateridge Circle - USD ($) $ in Millions	1 Months Ended	6 Months Ended	12 Months Ended
	Jan. 31, 2024	Jun. 30, 2024	Dec. 31, 2023
Subsequent Event [Line Items]
Operating lease, base rent			$ 0.4
First Amendment \| Forecast
Subsequent Event [Line Items]
Operating lease, base rent		$ 1.5
First Amendment \| Subsequent Event
Subsequent Event [Line Items]
Security deposit	$ 0.4
Operating lease, base rent	$ 0.5

Income Taxes - Narrative (Details) - USD ($)	12 Months Ended
Income Taxes - Narrative (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Increase in valuation allowance	$ 12,400,000	$ 12,700,000
Operating Loss Carryforwards [Line Items]
Current federal and state income tax expense	0	0
Unremitted earnings	$ 100,000
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	110,200,000	95,900,000
Operating loss carryforward not subject to expiration	108,900,000
Operating loss carryforward subject to expiration	1,300,000
Federal \| Research and development
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	700,000
State
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	87,500,000	$ 70,100,000
Operating loss carryforward subject to expiration	$ 87,500,000

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

INCOME TAXES

14. INCOME TAXES

The components of loss before provision for income taxes for the years ended December 31, 2023 and 2022, consist of the following (in thousands):


	For the Years Ended December 31,
	2023			2022
Domestic	$	(47,778	)	$	(48,556	)
Foreign		78			109
Total	$	(47,700	)	$	(48,447	)

The Company had no current or deferred federal and state income tax expense or benefit for the years ended December 31, 2023 and 2022, 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,
	2023		2022
Federal statutory income (benefit) tax rate	(21.0)	%	(21.0)	%
State income taxes, net of federal benefit	(6.4)		—
Change in valuation allowance	26.0		20.6
Permanent items	0.9		0.8
Tax credits	0.6		(0.4)
Effective income tax rate	—	%	—	%

The components of the Company's deferred tax assets and liabilities at December 31, 2023 and 2022, consisted of (in thousands):


	For the Years Ended December 31,
	2023			2022
Deferred tax assets:
Net operating loss carryforwards	$	28,683		$	24,847
Research and development tax credit carryforwards		915			1,202
Stock based compensation		705			669
Capitalized research and development costs		8,229			981
Intangibles		2,280			—
Lease liabilities		7,344			411
Accruals and other		991			2,412
		49,147			30,522
Valuation Allowance		(41,840	)		(29,447	)
Total deferred tax assets		7,307			1,075
Deferred tax liabilities:
Right-of-use-assets		(6,928	)		(403	)
Fixed assets		(379	)		(93	)
Intangibles		—			(579	)
Total deferred tax liabilities		(7,307	)		(1,075	)
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, 2023 and 2022. 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, 2023 and 2022, related primarily to the increases in net operating loss carryforwards, research and development tax credits generated and accruals.

The valuation allowance increased by $12.4 million and $12.7 million during the years ended December 31, 2023 and 2022, respectively.

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 the Company's tax deduction for research and development expense in future years.

As of December 31, 2023 and 2022, the Company had U.S. federal net operating loss carryforwards of $110.2 million and $95.9 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 $108.9 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 $0.7 million which will begin to expire in 2039, if not utilized.

As of December 31, 2023 and 2022, the Company had state net operating loss carryforwards of $87.5 million and $70.1 million, respectively. The state net operating loss carryforwards of $87.5 million will begin to expire in 2036.

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 three-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 summarizes the reconciliation of the unrecognized tax benefits activity during the years ended December 31, 2023 and 2022 (in thousands):


Balance as of December 31, 2021	$	338
Increase of unrecognized tax benefits taken in current year		105
Balance as of December 31, 2022		443
Decrease of unrecognized tax benefits taken in prior year		(105	)
Balance as of December 31, 2023	$	338

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, 2023. 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 2023 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 2022 and 2023 tax years will remain open for examination by the United Kingdom tax authority for one year from the filing deadline.

Deferred income taxes have not been provided for undistributed earnings of the Company's foreign subsidiary because of the Company's intent to reinvest such earnings indefinitely in active foreign operations. As of December 31, 2023, the Company estimates $0.1 million in unremitted earnings that were permanently reinvested in its foreign subsidiary.

- 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
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Stockholders' Equity (Details) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Redeemable convertible preferred stock, Shares Authorized	280,000
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred Stock
Subsidiary, Sale of Stock [Line Items]
Redeemable convertible preferred stock, Shares Authorized	5,000,000	5,000,000
Redeemable convertible preferred stock, preferred stock, par value	$ 0.0001	$ 0.0001

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Notes Payable - Schedule of Maturities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
2024	$ 0
2025	1,042
2026	2,500
2027	1,458
Principal amount of notes payable	$ 5,000	$ 20,000

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

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, 2023 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, 2022		4,488,555		$	2.11		8.9	$	252
Options granted		2,539,609			1.52
Options exercised		(106,997	)		0.81
Options cancelled		(1,257,526	)		1.99
Balances at December 31, 2023		5,663,641		$	1.90		8.5	$	1
Vested and expected to vest at December 31, 2023		5,285,538		$	1.89		8.5	$	1
Exercisable at December 31, 2023		1,754,250		$	2.47		7.5	$	1

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

The calculated value of option grants during the years ended December 31, 2023 and 2022 was estimated using the Black-Scholes option pricing model with the following weighted average assumptions:


	For the Years Ended December 31,
	2023			2022
Risk free interest rate		4.3	%		2.4	%
Expected dividend yield	—%			—%
Expected term	4.1 years			5.1 years
Forfeiture rate		0.5	%		20.0	%
Expected volatility		58.1	%		54.5	%

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, 2023 is as follows:


	Restricted Stock Units			Weighted-Average Grant Date Fair Value
Unvested at December 31, 2022		272,601		$	6.41
Granted		569,669			1.36
Vested		(121,283	)		5.05
Cancelled		(131,795	)		2.53
Unvested at December 31, 2023		589,192		$	2.68

Summary of Share-based Compensation Expense

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,
	2023		2022
Stock options	$	3,157	$	2,954
Restricted stock units		703		349
Employee stock purchase plan		103		424
Total	$	3,963	$	3,727

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,
	2023		2022
Research and development	$	808	$	582
Sales and marketing		398		425
General and administrative		2,757		2,720
Total	$	3,963	$	3,727

Net Loss Per Share - Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Numerator:
Net loss	$ (47,724)	$ (48,471)
Less: Redeemable Convertible Preferred Stock Dividends	(1,300)
Net loss attributable to common stockholders	$ (49,024)	$ (48,471)
Denominator:
Weighted average common stock outstanding - basic (in shares)	29,849,832	29,463,361
Weighted average common stock outstanding - diluted (in shares)	29,849,832	29,463,361
Net loss per share attributable to common stockholders - basic (in USD per share)	$ (1.64)	$ (1.65)
Net loss per share attributable to common stockholders - diluted (in USD per share)	$ (1.64)	$ (1.65)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-7

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482662/260-10-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-10

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 16: http://www.xbrl.org/2003/role/exampleRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 52
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-52

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-7

+ Details

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-7

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482662/260-10-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 15: http://www.xbrl.org/2003/role/exampleRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 52
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-52

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-7

+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 5
-Subparagraph (SAB Topic 6.B)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-5

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482662/260-10-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-10

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-11

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

+ Details

Summary of Significant Accounting Policies - Property and Equipment (Details)	Dec. 31, 2023
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

Summary of Significant Accounting Policies - Summary of Allowance for Credit Losses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Allowance for credit losses, Beginning Balance	$ 343	$ 0
Provision for credit losses	1,198	343
Write-offs	(254)
Allowance for credit losses, Ending Balance	$ 1,287	$ 343

- Definition

Amount of allowance for credit loss on financing receivable. Excludes allowance for financing receivable covered under loss sharing agreement.

+ References + Details

Summary of Significant Accounting Policies - Advertising (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Advertising and promotional expenses	$ 0.7	$ 1.0

Stock-Based Compensation

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

13. STOCK-BASED COMPENSATION

For the years ended December 31, 2023 and 2022, the Company recorded stock-based compensation expense of approximately $4.0 million and $3.7 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 options and restriced stock units for up to 5,544,187 shares 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 board of directors or its 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 beginning on January 1, 2022 and on each January 1 thereafter by the lesser of 15,750,000 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, 2023, the number of shares of common stock reserved for issuance under the 2021 SIP was 2,279,576.

Stock option activity under the 2019 Plan, the 2021 Plan and the 2021 SIP for the year ended December 31, 2023 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, 2022		4,488,555		$	2.11		8.9	$	252
Options granted		2,539,609			1.52
Options exercised		(106,997	)		0.81
Options cancelled		(1,257,526	)		1.99
Balances at December 31, 2023		5,663,641		$	1.90		8.5	$	1
Vested and expected to vest at December 31, 2023		5,285,538		$	1.89		8.5	$	1
Exercisable at December 31, 2023		1,754,250		$	2.47		7.5	$	1

There were 2,539,609 options granted during the year ended December 31, 2023. The weighted average grant date calculated fair value of options granted during the year ended December 31, 2023 was $0.74 per share. The aggregate intrinsic value of options exercised during the years ended December 31, 2023 and 2022 was $0.1 million and $0.4 million, respectively.

The calculated value of option grants during the years ended December 31, 2023 and 2022 was estimated using the Black-Scholes option pricing model with the following weighted average assumptions:


	For the Years Ended December 31,
	2023			2022
Risk free interest rate		4.3	%		2.4	%
Expected dividend yield	—%			—%
Expected term	4.1 years			5.1 years
Forfeiture rate		0.5	%		20.0	%
Expected volatility		58.1	%		54.5	%

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 was suspended for three months following the December 19, 2022 date of modification, and restarted 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 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, 2023 is as follows:


	Restricted Stock Units			Weighted-Average Grant Date Fair Value
Unvested at December 31, 2022		272,601		$	6.41
Granted		569,669			1.36
Vested		(121,283	)		5.05
Cancelled		(131,795	)		2.53
Unvested at December 31, 2023		589,192		$	2.68

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% 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, 2023, the number of shares of common stock that may be issued under the ESPP is 513,869.

For the years ended December 31, 2023 and 2022, 187,951 and 237,835 shares of common stock, respectively, have been issued under the ESPP.


	For the Years Ended December 31,
	2023		2022
Stock options	$	3,157	$	2,954
Restricted stock units		703		349
Employee stock purchase plan		103		424
Total	$	3,963	$	3,727

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,
	2023		2022
Research and development	$	808	$	582
Sales and marketing		398		425
General and administrative		2,757		2,720
Total	$	3,963	$	3,727

As of December 31, 2023, total unrecognized stock-based compensation expense related to unvested stock-based awards was $4.9 million, which is expected to be recognized over a weighted average period of 2.1 years.

Stock-Based Compensation - Fair Value Assumptions (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk free interest rate	4.30%	2.40%
Expected term (in years)	4 years 1 month 6 days	5 years 1 month 6 days
Forfeiture rate	0.50%	20.00%
Expected volatility	58.10%	54.50%
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield	0.00%	0.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(ii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(01)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(02)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(03)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(01)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(02)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(03)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iv)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

+ Details

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total	$ 10,773	$ 8,801
Less: Accumulated depreciation and amortization	(3,473)	(1,940)
Total property and equipment, net	7,300	6,861
Machinery and equipment
Property, Plant and Equipment [Line Items]
Total	6,527	5,647
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total	908	64
Computer hardware and software
Property, Plant and Equipment [Line Items]
Total	2,420	1,531
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total	332	58
Construction in progress
Property, Plant and Equipment [Line Items]
Total	$ 586	$ 1,501

Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Parenthetical) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($)
Redeemable Convertible Preferred Stock
Payments of Stock Issuance Costs	$ 1.0
Warrants
Payments of Stock Issuance Costs	$ 0.6

Summary of Significant Accounting Policies - Accounts Receivable (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Net accounts receivable	$ 5,985	$ 5,851
Allowance for credit losses	$ 1,287	$ 343

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, 2023	Dec. 31, 2022	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		$ 1.9	$ 2.11
Common stock, shares issued (in shares)			29,647,091		30,063,322	29,647,091
Options granted (in shares)					2,539,609
Weighted average grant date fair value (in USD per share)					$ 0.74
Aggregate intrinsic value of options exercised					$ 100,000	$ 400,000
Unrecognized compensation expense					$ 4,900,000
Period for recognition (in years)					2 years 1 month 6 days
Stock-based compensation expense					$ 3,963,000	3,727,000
2019 Stock Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant (in shares)									5,544,187
2021 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved for future issuance (in shares)								6,000,000
2021 Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved for future issuance (in shares)				3,500,000	2,279,576
Additional shares allowed under plan (in shares)				15,750,000
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					$ 3,157,000	$ 2,954,000
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			513,869
Additional shares allowed under plan (in shares)		1,050,000
Percentage of outstanding shares, maximum		1.00%
Common stock issued under ESPP (in shares)					187,951	237,835
Stock-based compensation expense					$ 103,000	$ 424,000

Fair Value Measurement - Roll forward of Level 3 Financial Instruments (Details) - Contingent put option liability - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 367	$ 108
Extinguishment of liability		(112)
Issuance of liability		379
Change in fair value	(331)	(8)
Ending balance	$ 36	$ 367

Redeemable Convertible Preferred Stock - Summary of Redeemable Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Temporary Equity [Line Items]
Redeemable convertible preferred stock, Shares Authorized	280,000
Redeemable convertible preferred stock, Shares Outstanding	280,000
Redeemable Convertible Preferred Stock, Net Carrying Value	$ 29,300	$ 0
Redeemable Convertible Preferred Stock, Liquidation Preference	$ 29,300
Redeemable Convertible Preferred Stock
Temporary Equity [Line Items]
Redeemable convertible preferred stock, Shares Authorized	280,000
Redeemable convertible preferred stock, Shares Outstanding	280,000	0
Redeemable Convertible Preferred Stock, Price per Share	$ 100
Redeemable Convertible Preferred Stock, Net Carrying Value	$ 29,300	$ 0
Redeemable Convertible Preferred Stock, Liquidation Preference	$ 29,300	$ 0

- Definition

Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(23)(a)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 14.E.Q2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479830/718-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

+ Details

Fair Value Measurement - Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Assets
Fair Value	$ 17,588	$ 13,159
Corporate debt securities
Assets
Fair Value	2,238
Fair Value, Recurring
Assets
Total	17,594	39,943
Liabilities
Total	36	367
Fair Value, Recurring \| Corporate debt securities
Assets
Fair Value	2,238
Fair Value, Recurring \| Contingent put option liability
Liabilities
Derivative liability	36	367
Fair Value, Recurring \| Money market funds
Assets
Derivative asset	6	26,784
Fair Value, Recurring \| Commercial paper
Assets
Fair Value	6,407	1,737
Fair Value, Recurring \| U.S. Government securities
Assets
Fair Value	8,943	11,422
Fair Value, Recurring \| Level 1
Assets
Total	6	26,784
Liabilities
Total	0	0
Fair Value, Recurring \| Level 1 \| Contingent put option liability
Liabilities
Derivative liability	0	0
Fair Value, Recurring \| Level 1 \| Money market funds
Assets
Derivative asset	6	26,784
Fair Value, Recurring \| Level 1 \| Commercial paper
Assets
Fair Value	0	0
Fair Value, Recurring \| Level 1 \| U.S. Government securities
Assets
Fair Value	0	0
Fair Value, Recurring \| Level 2
Assets
Total	17,588	13,159
Liabilities
Total	0	0
Fair Value, Recurring \| Level 2 \| Corporate debt securities
Assets
Fair Value	2,238
Fair Value, Recurring \| Level 2 \| Contingent put option liability
Liabilities
Derivative liability	0	0
Fair Value, Recurring \| Level 2 \| Money market funds
Assets
Derivative asset	0	0
Fair Value, Recurring \| Level 2 \| Commercial paper
Assets
Fair Value	6,407	1,737
Fair Value, Recurring \| Level 2 \| U.S. Government securities
Assets
Fair Value	8,943	11,422
Fair Value, Recurring \| Level 3
Assets
Total	0	0
Liabilities
Total	36	367
Fair Value, Recurring \| Level 3 \| Contingent put option liability
Liabilities
Derivative liability	36	367
Fair Value, Recurring \| Level 3 \| Money market funds
Assets
Derivative asset	0	0
Fair Value, Recurring \| Level 3 \| Commercial paper
Assets
Fair Value	0	0
Fair Value, Recurring \| Level 3 \| U.S. Government securities
Assets
Fair Value	$ 0	$ 0

Organization, Operations, and Liquidity

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION, OPERATIONS, AND LIQUIDITY

1. ORGANIZATION, OPERATIONS, AND LIQUIDITY

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. 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.

The Company has two wholly owned subsidiaries:

•

SGI-DNA Limited is a United Kingdom company focused on sales and marketing activities.

•

EtonBio Inc., a California corporation (“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.

Going Concern

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

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

Since inception, the Company has incurred cumulative operating losses and negative cash flows from operations. These operating losses and negative cash flows have been financed principally from the issuance of equity securities and debt. In the future, such capital may not be available in sufficient amounts, on terms acceptable to the Company, or at all. Risks to which the Company is exposed include uncertainties related to the ability to achieve revenue-generating products; current and potential competitors with greater financial, technological, production, and marketing resources; dependence on key management personnel; and raising additional capital, as needed.

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 its 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, 2023, the Company had an accumulated deficit of $161.5 million. In June 2021, the Company received $112.5 million in net proceeds upon completion of its IPO, and in June 2023 received $26.4 million in net proceeds from the sale of preferred stock and warrants. The Company has also received $8.0 million in upfront payments and $7.5 million in milestone payments under its collaboration with Pfizer Inc. (Note 18). 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, collaborations, strategic alliances, licensing arrangements and other sources of funding. However, the Company's existing credit facilities may not be available if the Company fails to meet certain financial covenants under the credit facility. 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 (together with MidCap Financial Trust, MidCap). On August 9, 2022, the Company borrowed $20.0 million under the terms of the 2022 Term Loan Agreement. As of September 30, 2023, the Company was not in compliance with the minimum revenue covenants of the 2022 Term Loan Agreement. As a result of this non-compliance, MidCap required the Company to repay $15.0 million in November 2023 under

the 2022 Term Loan Agreement and the parties subsequently entered into Amendment No. 3. As of December 31, 2023, the Company was in compliance with the covenants under the amended 2022 Loan Agreeements. The Company could seek alternative funding to offset the $15.0 million that was repaid to MidCap in November 2023 and potentially refinance the remaining portion of the 2022 Term Loan; however, the Company may not be able to refinance the remaining 2022 Term Loan or 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 stockholders, and the prices at which new investors would be willing to purchase the Company’s securities may be lower than the current price of its common stock. The holders of new securities may also receive rights, preferences or privileges that are senior to those of existing holders of common stock. 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 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 are 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.

Inventory (Tables)

12 Months Ended

Dec. 31, 2023

Inventory Disclosure [Abstract]

Schedule of Inventory

The components of inventory are as follows as of December 31, 2023 and 2022 (in thousands):


	December 31,
	2023		2022
Raw materials	$	2,026	$	1,044
Work in process and sub-assemblies		1,031		647
Finished goods		968		509
Total	$	4,025	$	2,200

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Restricted Cash

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,
	2023		2022
Cash and cash equivalents	$	1,570	$	30,419
Restricted cash		175		175
Total cash, cash equivalents, and restricted cash as shown in the consolidated statements of cash flows	$	1,745	$	30,594

Summary of Allowance for Credit Losses

The allowance for credit losses consists of the following activity (in thousands):


Allowance for credit losses at December 31, 2021	$	—
Provision for credit losses		343
Allowance for credit losses at December 31, 2022		343
Provision for credit losses		1,198
Write-offs		(254	)
Allowance for credit losses at December 31, 2023	$	1,287

Schedule of Deferred Revenue

The changes in deferred revenue for warranties during the years ended December 31, 2023 and 2022 are summarized as follows (in thousands):


Balance at December 31, 2021	$	355
Warranty revenue deferred		615
Warranty revenue recognized		(571	)
Balance at December 31, 2022		399
Warranty revenue deferred		218
Warranty revenue recognized		(317	)
Balance at December 31, 2023	$	300

The deferred revenue for warranties at December 31, 2023 and 2022 is summarized as follows (in thousands):


	December 31,
	2023		2022
Deferred warranty revenue, current portion	$	205	$	257
Deferred warranty revenue, net of current portion		95		142
Total deferred warranty revenue	$	300	$	399

Summary of Significant Accounting Policies - Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Impairment, Long-Lived Asset, Held-for-Use	$ 200	$ 0
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration]	Operating Expenses	Operating Expenses
Trade Name
Finite-Lived Intangible Assets [Line Items]
Impairment of intangible asset	$ 0	$ 0

Investments (Tables)

12 Months Ended

Dec. 31, 2023

Investments, Debt and Equity Securities [Abstract]

Summary of Short-Term Investments

The following tables summarize the short-term investments held (in thousands):


	December 31, 2023
	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
Assets
Commercial paper	$	6,407	$	1	$	(1	)	$	6,407
U.S. Government securities		8,938		6		(1	)		8,943
Corporate debt securities		2,237		1		—			2,238
Total	$	17,582	$	8	$	(2	)	$	17,588


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

- Definition

Tabular disclosure of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-9

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aa)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aaa)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

+ Details

Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND OTHER INTANGIBLE ASSETS

7. 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. 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.

The Company currently has two reporting units: Telesis Bio and Eton. Goodwill is tested quantitatively for impairment at the reporting unit level annually in the fourth quarter, or more frequently when events or changes in circumstances indicate that the asset might be impaired. During the fourth quarter of 2023, the decrease to the Company’s market capitalization, measured as the price of the Company’s common stock multiplied by common shares outstanding, and the early repayment of $15.0 million under the 2022 Term Loan Agreement lead the Company to conclude it was more likely than not that the fair value of one or more reporting units was below its carrying amount. A quantitative goodwill assessment was then performed for both of the Company's reporting units using a combination of techniques, including an income approach and a market-based approach. Based on the results of the quantitative goodwill assessment for the Eton reporting unit, the Company recorded an impairment charge of $11.4 million to reduce that reporting unit's carrying amount of goodwill to zero. Based on the results of the quantitative goodwill assessment for the Telesis Bio reporting unit, there was no impairment to that reporting unit's goodwill balance of $3.5 million as of December 31, 2023. Should the market value of the Company’s common stock decline, additional impairment charges may be recorded in the future. For the year ended December 31, 2022, 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, 2023
	Gross Carrying Value		Accumulated Amortization			Net Carrying Value
Intellectual property	$	3,150	$	(2,175	)	$	975
Trade name		80		(57	)		23
Customer relationships		420		(60	)		360
Non-competition agreements		30		(21	)		9
Total	$	3,680	$	(2,313	)	$	1,367


	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

Amortization expense for each of the years ended December 31, 2023 and 2022, was approximately $0.5 million.

The following table summarizes the estimated future amortization expense of the intangible assets as of December 31, 2023 (in thousands):


Years ending December 31,	Amortization of Intangible Assets
2024	$	510
2025		478
2026		103
2027		28
2028		28
Thereafter		220
Total	$	1,367

Investments - Narrative (Details) - USD ($)	12 Months Ended
Investments - Narrative (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Debt Securities, Available-for-Sale [Abstract]
Impairment credit losses on investments	$ 0	$ 0

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenue:
Total revenue	$ 27,509	$ 27,435
Cost of revenue	10,559	11,840
Gross profit	16,950	15,595
Operating expenses:
Research and development	17,496	23,460
Sales and marketing	13,514	16,489
General and administrative	21,090	22,131
Goodwill impairment	11,389	0
Total operating expenses	63,489	62,080
Loss from operations	(46,539)	(46,485)
Other (expense) income, net:
Interest income	1,743	738
Interest expense	(3,105)	(1,955)
Change in fair value of derivative liabilities	331	8
Loss on extinguishment of debt		(727)
Other expense, net	(130)	(26)
Total other expense, net	(1,161)	(1,962)
Loss before provision for income taxes	(47,700)	(48,447)
Provision for income taxes	(24)	(24)
Net loss	(47,724)	(48,471)
Less: redeemable convertible preferred stock dividends	(1,300)
Net loss attributable to common stockholders	$ (49,024)	$ (48,471)
Net loss per share attributable to common stock holders
Basic (in dollars per share)	$ (1.64)	$ (1.65)
Diluted (in dollars per share)	$ (1.64)	$ (1.65)
Weighted average common stock outstanding
Basic (in shares)	29,849,832	29,463,361
Diluted (in shares)	29,849,832	29,463,361
Net loss	$ (47,724)	$ (48,471)
Unrealized gain (loss) on available-for-sale short-term investments	6	(3)
Foreign currency translation loss	(3)
Total comprehensive loss	(47,721)	(48,474)
Product revenue
Revenue:
Total revenue	9,691	10,913
Service revenue
Revenue:
Total revenue	6,291	7,121
Collaboration revenue
Revenue:
Total revenue	8,690	6,650
Royalties and other revenue
Revenue:
Total revenue	$ 2,837	$ 2,751

Investments - Summary of Short-Term Investments (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	$ 17,582	$ 13,162
Unrealized Gains	8	1
Unrealized Losses	(2)	(4)
Fair Value	17,588	13,159
Commercial paper
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	6,407	1,737
Unrealized Gains	1
Unrealized Losses	(1)
Fair Value	6,407	1,737
U.S. Government securities
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	8,938	11,425
Unrealized Gains	6	1
Unrealized Losses	(1)	(4)
Fair Value	8,943	$ 11,422
Corporate debt securities
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	2,237
Unrealized Gains	1
Fair Value	$ 2,238

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aa)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aaa)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

+ Details

Income Taxes - Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Net deferred tax assets	$ 0	$ 0
Deferred tax assets:
Net operating loss carryforwards	28,683	24,847
Research and development tax credit carryforwards	915	1,202
Stock based compensation	705	669
Capitalized research and development costs	8,229	981
Intangibles	2,280
Lease liabilities	7,344	411
Accruals and other	991	2,412
Gross deferred tax assets	49,147	30,522
Valuation Allowance	(41,840)	(29,447)
Total deferred tax assets	7,307	1,075
Deferred tax liabilities:
Right-of-use-assets	(6,928)	(403)
Fixed assets	(379)	(93)
Intangibles		(579)
Total deferred tax liabilities	$ (7,307)	$ (1,075)

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2023

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,
	2023			2022
Numerator:
Net loss	$	(47,724	)	$	(48,471	)
Less: Redeemable Convertible Preferred Stock Dividends		(1,300	)		—
Net loss attributable to common stockholders	$	(49,024	)	$	(48,471	)
Denominator:
Weighted average common stock outstanding - basic and diluted		29,849,832			29,463,361
Net loss per share attributable to common stockholders - basic and diluted	$	(1.64	)	$	(1.65	)

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,
	2023		2022
Stock options to purchase common stock		5,663,641		4,488,555
Restricted stock units that vest into common stock		589,192		272,601
Shares issuable under employee stock purchase plan		63,715		118,520
Warrants to purchase common stock		18,402,196		—
Redeemable Convertible Preferred Stock (as converted to common stock)		12,398,030		—
Total		37,116,774		4,879,676

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (SEC) and in conformity with generally accepted accounting principles in the United States of America (U.S. GAAP), and include the accounts of the Company and its wholly owned subsidiaries after the elimination of all significant intercompany accounts and transactions. Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (ASC) and as amended by Accounting Standards Updates (ASUs) of the Financial Accounting Standards Board (FASB).

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 credit losses, estimated useful lives of property and equipment, valuation of inventory, accrued expenses, valuation of deferred income tax assets, valuation of derivative liabilities, valuation of preferred stock and warrants, share-based compensation, and accrued warranty are subject to significant estimation. Actual results could differ from those estimates. Making estimates requires management to exercise significant judgment, and it is reasonably possible that management's estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements could change in the near term due to one of more future confirming events.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current presentation. The Company separately presented interest income and interest expense that had previously been combined as “Interest expense, net” on the consolidated statement of operations and comprehensive loss for the year ended December 31, 2022. The Company also separately presented the provision for credit losses line on the consolidated statement of cash flows, which had previously been combined with the change in accounts receivable. These reclassifications had no impact on net loss or net cash used in operating activities for the year ended December 31, 2022.

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, 2023, one customer accounted for 43% of the Company’s accounts receivable balance and one customer accounted for 33% of the Company’s revenue. 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.

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, 2023, are funds held in money market accounts and are measured at fair value on a recurring basis.

Short-term Investments

As of December 31, 2023, short-term investments primarily consisted of commercial paper, U.S. Government securities, and corporate debt 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 regularly reviews its investments for declines in fair value below the amortized cost basis to determine whether the impairment, if any, is due to credit-related or other factors. This review includes the credit worthiness of the security issuers, the severity of the unrealized losses, whether the Company has the intent to sell the securities and whether it is more likely than not that the Company will be required to sell the securities before the recovery of the amortized cost basis. Unrealized gains and losses on available-for-sale debt securities are reported as a component of accumulated comprehensive income (loss), with the exception of unrealized losses believed to be related to credit losses, if any, which are recognized in earnings in the period the impairment occurs. Impairment assessments are made at the individual security level each reporting period. When the fair value of an available-for-sale debt investment is less than its cost at the balance sheet date, a determination is made as to whether the impairment is related to a credit loss and, if it is, the portion of the impairment relating to credit loss is recorded as an allowance through net income. There were no impairments related to credit losses during any of the periods presented.

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.


	December 31,
	2023		2022
Cash and cash equivalents	$	1,570	$	30,419
Restricted cash		175		175
Total cash, cash equivalents, and restricted cash as shown in the consolidated statements of cash flows	$	1,745	$	30,594

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 credit losses. The Company reviews accounts receivable on an ongoing basis to determine collectability. The Company maintains an allowance for credit losses 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 credit losses when they are deemed to be uncollectible. Net accounts receivable amounted to $6.0 million and $5.9 million as of December 31, 2023 and 2022, respectively. Net accounts receivable include an allowance for credit losses of $1.3 million and $0.3 million as of December 31, 2023 and 2022, respectively, for those accounts deemed uncollectible by the Company.

The allowance for credit losses consists of the following activity (in thousands):


Allowance for credit losses at December 31, 2021	$	—
Provision for credit losses		343
Allowance for credit losses at December 31, 2022		343
Provision for credit losses		1,198
Write-offs		(254	)
Allowance for credit losses at December 31, 2023	$	1,287

Inventory

Inventory, which primarily consists of raw materials, labor and overhead related to work in process and sub-assemblies, is 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, obsolete 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, 2023 and 2022.

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 at a reporting unit level annually or more frequently if events or changes in circumstances indicate that the carrying amount of a reporting unit's goodwill may not be recoverable. The Company’s reporting units are the financial components of operating segments which constitute businesses for which discrete financial information is available and regularly reviewed by segment management. The Company currently has two reporting units: Telesis Bio and Eton.

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. See Note 7 for more information on the Company's goodwill impairment tests as of December 31, 2023 and 2022.

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. Impairment expense totaled $0.2 million and $0 for the years ended December 31, 2023 and 2022, respectively.

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 8). 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.

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.

Warrants

The Company accounts for issued warrants as either liability or equity in accordance with ASC Topic 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (“ASC 480-10”), or ASC Topic 815-40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock (“ASC 815-40”). Under ASC 480-10, warrants are accounted for as liability if they are mandatorily redeemable and they require settlement in cash or other assets, or if they are for a variable number of shares. If warrants do not meet the criteria to be accounted for as liability under ASC 480-10, the Company considers the requirements of ASC 815-40 to determine whether the warrants should be accounted for as liability or equity. Under ASC 815-40, contracts that may require settlement for cash are accounted for as a liability, regardless of the probability of the occurrence of the triggering event. Warrants accounted for as a liability are measured at fair value on the issuance date and at the end of each reporting period. Any change in the fair value of the warrants after the issuance date is recorded in the consolidated statement of operations and comprehensive loss as a gain or loss. If warrants do not meet the criteria to be accounted for as a liability under ASC 815-40, in order to conclude warrants should be accounted for as equity, the Company assesses whether the warrants are indexed to its common stock and whether the warrants are accounted for as equity under ASC 815-40 or other applicable U.S. GAAP. Warrants that meet the criteria to be accounted for as equity are recorded at fair value on the issuance date with no changes in fair value recognized after the issuance date. Warrants that meet the criteria to be accounted for as equity will be recorded within additional paid-in capital. After all relevant assessments, the Company concludes whether the warrants are accounted for as liability or equity. Refer to Note 12 for information regarding the warrants issued.

Convertible Preferred Stock

In accordance with ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”), preferred stock issued with redemption provisions that are outside of the control of the Company or that contains certain redemption rights in a deemed liquidation event is required to be presented outside of stockholders’ equity on the face of the balance sheet. The Company’s convertible preferred stock contain redemption provisions that require it to be presented outside of stockholders’ equity and as such, the Company has presented its convertible preferred stock as temporary equity.

Income Taxes

The Company is a C Corporation for federal income tax purposes. The Company was not profitable during the years ended December 31, 2023 and 2022. 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 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, 2023 and 2022 (see Note 14).

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 ASU 2018-07, Compensation—Stock Compensation (Topic 718), 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. During the year ended December 31, 2022, the Company applied an estimated forfeiture rate to share-based compensation. Beginning with new awards granted in 2023, the Company accounted for forfeitures as they occurred.

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 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, collaboration agreements, 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 stand-alone 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 stand-alone selling price is the price at which an entity would sell a promised good or service separately to a customer. Management estimates the stand-alone 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 stand-alone basis and there are no similar observable transactions in the marketplace, the Company estimates the stand-alone 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 products 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 18 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 or longer. 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, 2023 and 2022 are summarized as follows (in thousands):


Balance at December 31, 2021	$	355
Warranty revenue deferred		615
Warranty revenue recognized		(571	)
Balance at December 31, 2022		399
Warranty revenue deferred		218
Warranty revenue recognized		(317	)
Balance at December 31, 2023	$	300

The deferred revenue for warranties at December 31, 2023 and 2022 is summarized as follows (in thousands):


	December 31,
	2023		2022
Deferred warranty revenue, current portion	$	205	$	257
Deferred warranty revenue, net of current portion		95		142
Total deferred warranty revenue	$	300	$	399

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 values 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, 2023 and 2022 were $0.7 million and $1.0 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, 2023 and 2022.

Segment Information

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 multiple business activities and are managed and held accountable for operations, operating results and plans for levels or components below the consolidated unit level by individual segment managers. However, discrete financial information is not reviewed by CODM as the operating results of the Company are reviewed by the CODM only on a consolidated basis. Accordingly, the Company has one operating segment, and therefore, one reportable segment.

Recent Accounting Pronouncements Adopted and Not Yet Adopted

Recently Adopted Accounting Pronouncements

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes. 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 adopted this standard on January 1, 2023. The adoption of ASU 2021-08 did not have a material impact on the Company's consolidated financial statements and related disclosures

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 requires measurement and recognition of expected credit losses for financial assets. In April 2019, the FASB issued clarification to ASU 2016-13 within ASU 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 adopted this standard on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on the Company's 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 adopted this standard on January 1, 2023. The adoption of ASU 2021-08 did not have a material impact on the Company's consolidated financial statements and related disclosures.

Recent Accounting Pronouncements Not Yet Adopted

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This standard was issued in response to the SEC’s disclosure update and simplification initiative, which affects a variety of topics within the Accounting Standards Codification. The amendments apply to all reporting entities within the scope of the affected topics unless otherwise indicated. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Company is currently evaluating the impact this guidance will have on its consolidated financial statement disclosures.

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This standard requires the Company to disclose significant segment expenses that are regularly provided to the CODM and are included within each reported measure of segment operating results. The standard also requires the Company to disclose the total amount of any other items included in segment operating results, which were not deemed to be significant expenses for separate disclosure, along with a qualitative description of the composition of these other items. In addition, the standard also requires disclosure of the CODM’s title and position, as well as detail on how the CODM uses the reported measure of segment operating results to evaluate segment performance and allocate resources. The standard also aligns interim segment reporting disclosure requirements with annual segment reporting disclosure requirements. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact this guidance will have on its consolidated financial statement disclosures.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740). This standard requires the Company to provide further disaggregated income tax disclosures for specific categories on the effective tax rate reconciliation, as well as additional information about federal, state/local and foreign income taxes. The standard also requires the Company to annually disclose its income taxes paid (net of refunds received), disaggregated by jurisdiction. This guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The standard is to be applied prospective basis, although optional retrospective application is permitted. The Company is currently evaluating the impact this guidance will have on its consolidated financial statement disclosures.

Collaboration

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

COLLABORATION

18. COLLABORATION

In December 2021, the Company entered into a Research Collaboration and License Agreement (Pfizer Agreement) with Pfizer Inc. (Pfizer), pursuant to which the Company agreed to collaborate with Pfizer to further develop the Company's novel enzymatic DNA synthesis technology for Pfizer’s use in its research and development of mRNA-based vaccines and biotherapies. The financial terms of the deal include an upfront payment 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.

Under the Pfizer Agreement, Pfizer made an upfront payment of $8.0 million at the time of execution and subsequent milestone payments of $7.5 million. If the Company meets certain additional technical milestones defined in the Pfizer Agreement, the Company will be eligible to receive an additional $2.5 million in near-term milestone payments.

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. During the years ended December 31, 2023 and 2022, the Company achieved technical milestones associated with the research plan and recognized revenue associated with the milestone achievements totaling $5.0 million and $2.5 million, respectively. As of December 31, 2023, 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 stand-alone 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 was 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 was exercised, or when the option expired in the event the option to extend the research plan was not exercised. During the year ended December 31, 2022, the option expired unexercised, and the $0.3 million was recognized.

During the year ended December 31, 2023, the Company recognized $8.7 million of revenue related to the Pfizer Agreement. As of December 31, 2023, there was no deferred revenue related to the Pfizer Agreement.

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash Flows From Operating Activities:
Net loss	$ (47,724)	$ (48,471)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	1,805	1,156
Amortization of intangible assets	515	515
Amortization of debt discount	765	482
Provision for credit losses	1,198	343
Loss on debt extinguishment		727
Stock-based compensation	3,963	3,727
Amortization of operating lease right-of-use assets	1,782	1,204
Change in fair value of derivative liabilities	(331)	(8)
Loss on disposal of property and equipment	136	2
Impairment of property and equipment	244
Goodwill impairment	11,389	0
Accretion of discount on short-term investments	(643)	(179)
Changes in operating assets and liabilities:
Accounts receivable	(1,332)	(2,529)
Inventories	(1,825)	168
Deposits, prepaid expenses and other current assets	2,522	685
Accounts payable, accrued payroll and accrued liabilities	(3,285)	1,163
Deferred revenue	(3,667)	3,744
Operating lease liabilities	(179)	(1,444)
Net cash used in operating activities	(34,667)	(38,715)
Cash Flows From Investing Activities:
Payment of acquisition related costs		(556)
Proceeds from maturities of short-term investments	27,999	64,445
Proceeds from sale of short-term investments	1,996
Proceeds from disposal of property and equipment	16
Purchase of property and equipment	(1,980)	(4,468)
Purchases of short-term investments	(33,775)	(77,428)
Net cash used in investing activities	(5,744)	(18,007)
Cash Flows From Financing Activities:
Borrowings on notes payable, net		19,761
Repayment of notes payable	(15,000)	(15,000)
Debt extinguishment costs		(700)
Payments on finance leases	(92)	(79)
Payments of financing costs		(52)
Proceeds from the exercise of common stock options	86	98
Proceeds from the issuance of common stock related to ESPP	154	482
Proceeds from the issuance of preferred stock, net of issuance costs	18,410
Proceeds from the issuance of warrants, net of issuance costs	8,007
Net cash provided by financing activities	11,565	4,510
Effect of exchange rate fluctuations on cash held	(3)
Net Decrease In Cash, Cash Equivalents, and Restricted Cash	(28,849)	(52,212)
Cash, cash equivalents, and restricted cash at beginning of year	30,594	82,806
Cash, cash equivalents, and restricted cash at end of year	1,745	30,594
Supplemental Disclosure Of Cash Flow Information:
Cash paid for interest	2,232	1,379
Cash paid for taxes	24
Supplemental Non-Cash Investing and Financing Activities:
Purchases of property and equipment included in accounts payable and accrued expenses	483	148
Redeemable convertible preferred stock dividends	1,300
Right-of-use-assets obtained in exchange for operating lease liabilities	27,342	583
Equipment obtained in exchange for finance lease liabilities	325	87
Issuance of warrants in connection with notes payable amendment	$ 74
Extinguishment of put option derivative liability in connection with notes payable		(112)
Issuance of put option derivative liability in connection with notes payable		$ 379

Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Raw materials	$ 2,026	$ 1,044
Work in process and sub-assemblies	1,031	647
Finished goods	968	509
Total	$ 4,025	$ 2,200

Subsequent Events

12 Months Ended

Dec. 31, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

19. SUBSEQUENT EVENTS

In January 2024, the Company signed a first amendment to the operating lease agreements for its corporate headquarters located at 10421 and 10431 Wateridge Circle (First Amendment). Under the First Amendment, the landlord shall apply the existing security deposit of $0.4 million toward the base rent for the six-month period January 1 through June 30, 2024, with the $1.5 million balance of the base rent during that period abated. Under the First Amendment, escalating base rent payments will be $0.4 million to $0.5 million per month from July 2024 through July 2033.

Income Taxes - Reconciliation of the Federal Statutory Income Tax (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Federal statutory income (benefit) tax rate	(21.00%)	(21.00%)
State income taxes, net of federal benefit	(6.40%)
Change in valuation allowance	26.00%	20.60%
Permanent items	0.90%	0.80%
Tax credits	0.60%	(0.40%)
Effective income tax rate	0.00%	0.00%

Redeemable Convertible Preferred Stock

12 Months Ended

Dec. 31, 2023

Temporary Equity Disclosure [Abstract]

Redeemable Convertible Preferred Stock

11. REDEEMABLE CONVERTIBLE PREFERRED STOCK

Redeemable Convertible Preferred Stock Financing

On May 31, 2023, the Company executed a Redeemable Convertible Preferred Stock and Warrant Purchase Agreement (the Agreement) for the purposes of raising capital in the aggregate amount of up to $28.0 million by the means of issuance of Redeemable Convertible Preferred Stock and Warrants.

On June 1, 2023, the Company filed a Certificate of Designation of Redeemable Convertible Preferred Stock of Telesis Bio (the Certificate of Designation), to set forth the rights, privileges and preferences of the Redeemable Convertible Preferred Stock.

On June 5, 2023, the Company issued 280,000 shares of Redeemable Convertible Preferred Stock warrants to purchase an aggregate of 17,771,761 shares of the Company's comment stock, for a total purchase price of $28.0 million, plus an additional 355,435 warrants to purchase the Company's common stock issued as consideration for advisory services related to the transaction.

Dividends

From and after the issue date of the Redeemable Convertible Preferred Stock, cumulative dividends accrue on the Accrued Value (as defined below) of each share of Redeemable Convertible Preferred Stock at the annual rate of 8%. Dividends on each share of Redeemable Convertible Preferred Stock are cumulative and accrue daily from and after the issue date, but compound on a quarterly basis on the last day of each calendar quarter (the “Quarterly Dividend Date”), whether or not earned or declared, and whether or not there are earnings or profits, surplus or other funds or assets of the Company legally available for the payment of dividends. All such dividends compound and shall be added to the Accrued Value on each Quarterly Dividend Date. No dividends are to be paid in cash unless such dividends are paid pursuant to liquidation of the Company or a conversion or redemption of the Redeemable Convertible Preferred Stock.

In the event that the board of directors declares a dividend payable upon the then outstanding shares of common stock (other than a stock dividend on the common stock payable solely in the form of additional shares of common stock), the holders of the Redeemable Convertible Preferred Stock shall be entitled, in addition to any cumulative dividends to which the Redeemable Convertible Preferred Stock may be entitled, to receive (concurrent with the payment of the dividend to the holders of common stock) the amount of dividends per share of Redeemable Convertible Preferred Stock that would be payable on the number of whole shares of the common stock into which each share of such Redeemable Convertible Preferred Stock held by each holder could be converted, such number to be determined as of the record date for the determination of holders of common stock entitled to receive such dividend.

“Accrued Value” means, with respect to each share of Redeemable Convertible Preferred Stock, the sum, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Redeemable Convertible Preferred Stock, of (i) $100.00 plus (ii) on each Quarterly Dividend Date, an additional amount equal to the dollar value of any dividends on a share of Redeemable Convertible Preferred Stock which have accrued on any dividend payment date and have not been previously added to such Accrued Value.

As of December 31, 2023, no dividends have been declared or distributed to any stockholders, and the Company has accrued dividends to date totaled $1.3 million.

Liquidation Preferences

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company (each, a “Liquidation Event”) or Deemed Liquidation Event (as defined below), the holders of shares of Redeemable Convertible Preferred Stock shall be entitled to be paid, with respect to each share of Redeemable Convertible Preferred Stock then outstanding held by the holder, out of the assets of the Company available for distribution to its stockholders, on a preferred basis prior and in preference to any distribution to the holders of any common stock or any other junior stock of the Company, an amount in cash per share of Redeemable Convertible Preferred Stock equal to (i) in the event of a Deemed Liquidation Event occurring prior to the 24-month anniversary of the issue date, the greater of (x) 200% multiplied by the sum of the Accrued Value plus an amount equal to all accrued or declared and unpaid dividends on the Redeemable Convertible Preferred Stock that have not previously been added to the Accrued Value or (y) such amount per share as would have been payable in respect of the shares of common stock into which such share of Redeemable Convertible Preferred Stock is then convertible, assuming all outstanding shares of Redeemable Convertible Preferred Stock were converted into common stock immediately prior to such Deemed Liquidation Event or (ii) in the event of (A) a Liquidation Event that is not a Deemed Liquidation Event or (B) a Deemed Liquidation Event occurring on or after the 24-month anniversary of the issue date, the greater of (x) the sum of the Accrued Value plus an amount equal to all accrued or declared and unpaid dividends on the Redeemable Convertible Preferred Stock that have not previously been added to the Accrued Value or (y) such amount per share as would have been payable in respect of the shares of common stock into which such share of Redeemable Convertible Preferred Stock is then convertible, assuming all outstanding shares of Redeemable Convertible Preferred Stock were converted into common stock immediately prior to such Liquidation Event or Deemed Liquidation Event, as applicable (the Liquidation Amount). Deemed Liquidation Event means a reorganization, merger or consolidation in which: (A) the Company is a constituent party or (B) a subsidiary of the Company is a constituent party and the Company issues shares of its capital stock pursuant to such reorganization, merger or consolidation, except any such reorganization, merger or consolidation involving the Company or a subsidiary in which the shares of capital stock of the Company outstanding immediately prior to such reorganization, merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such reorganization, merger or consolidation, a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such reorganization, merger or consolidation, the parent corporation of such surviving or resulting corporation.

Rights and Preferences

At any time when shares of Redeemable Convertible Preferred Stock are outstanding, the Company shall not, either directly or indirectly (including through any subsidiary of the Company) by amendment, merger, consolidation, reclassification, reorganization or otherwise, do any of the following without (in addition to any other vote required by law or the Company’s Certificate of Incorporation) the written consent or affirmative vote of the holders of a majority of the then outstanding shares of Redeemable Convertible Preferred Stock (or, solely with respect to section (a) below, the holders of 75% of the then outstanding shares of Redeemable Convertible Preferred Stock), given in writing or by vote at a meeting, consenting or voting separately as a class, and any such act taken or transaction entered into without such consent or vote shall be null and void, and of no force or effect:

(a) amend, modify or fail to give effect to the rights of the holders of Redeemable Convertible Preferred Stock;

(b) increase or decrease the number of authorized shares of Redeemable Convertible Preferred Stock;

(c) create or issue any equity securities or securities convertible into equity securities with equal or superior rights, preferences or privileges to those of the Redeemable Convertible Preferred Stock in respect of (i) payment of dividends, or (ii) distribution of assets of the Company upon a Liquidation Event or Deemed Liquidation Event;

(d) other than the issuance of shares of common stock on exercise or conversion of securities outstanding on the issue date, issue any shares of common stock or securities convertible into or exercisable (directly or indirectly) for common stock if at such time (or after giving affect to such issuance) the Company does not have sufficient shares of common stock available out of its authorized but unissued stock, for the purpose of effecting the conversion of the Redeemable Convertible Preferred Stock into common stock (assuming that accrued and unpaid dividends at such time include all dividends that would have accrued on the Redeemable Convertible Preferred Stock for a period of five years from the date thereof) and the exercise and conversion of all other securities convertible or exercisable (directly or indirectly) for common stock;

(e) declare or pay any dividends or distributions on or make redemptions or repurchases of equity securities, except for repurchases from employees, directors, advisors or consultants upon termination pursuant to contractual call rights; or

(f) create any subsidiary that is not majority-owned, either directly or indirectly, by the Company; provided, however, that this restriction shall not apply, in the case of (i) any subsidiary created outside of the United States, solely to the extent that, due to local law or regulatory requirements, the Company is not permitted to legally own such subsidiary or (ii) the creation of any joint venture created in the ordinary course of business for a bona fide business purpose.

Voting

The holder of each share of Redeemable Convertible Preferred Stock is entitled to one vote for each share of common stock into which such Redeemable Convertible Preferred Stock is convertible on the record date for determining stockholders entitled to vote on such matter. With respect to such vote, such holder has full voting rights and powers equal to the voting rights of the holders of common stock.

Conversion

Each share of Redeemable Convertible Preferred Stock is convertible, at the option of the holder, at any time and from time to time, into such number of shares of common stock as is determined by dividing the Accrued Value by the Conversion Price in effect at the time of conversion. The Conversion Price is initially equal to $2.3633 per share. If at any time following the third anniversary of the issue date, the closing sale price of the Company’s common stock exceeds 250% of the Conversion Price for 30 consecutive trading days, then the Company has the right to require conversion of the Redeemable Convertible Preferred Stock, in whole or in part, at the then effective conversion rate.

Redemption

On or after the seventh anniversary of the issue date, (i) each holder of Redeemable Convertible Preferred Stock may require the Company to redeem all of such holder’s shares of Redeemable Convertible Preferred Stock for cash at a redemption price per share equal to the Accrued Value, and (ii) the Company may redeem, in whole or in part on a pro rata basis from all holders, shares of Redeemable Convertible Preferred Stock for cash at a redemption price per share equal to the Accrued Value.

The Company has classified the Redeemable Convertible Preferred Stock as temporary equity as the shares have certain redemption features that are not solely in the control of the Company. The Redeemable Convertible Preferred Stock is not currently redeemable because the deemed liquidation provision is considered a substantive condition that is contingent on the event and it is not currently probable that it will become redeemable. The Redeemable Convertible Preferred Stock is not currently redeemable through the optional redemption provision because it is considered a substantive condition that is contingent on the passage of time.

The Company classifies Redeemable Convertible Preferred Stock in accordance with ASC 480, Distinguishing Liabilities from Equity, which requires that contingently redeemable securities be classified outside of permanent stockholders’ equity.

Accordingly, the Company has classified all shares of Redeemable Convertible Preferred Stock as mezzanine equity in the accompanying financial statements as of December 31, 2023.

Redeemable Convertible Preferred Stock consisted of the following as of December 31, 2023 (in thousands, except share data):


Redeemable Convertible Preferred Stock	Shares Authorized		Shares Outstanding		Price per Share		Net Carrying Value		Liquidation Preference
Redeemable Convertible Preferred Stock		280,000		280,000	$	100.00	$	29,300	$	29,300
Total		280,000		280,000			$	29,300	$	29,300

Stockholders' Equity

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

STOCKHOLDERS' EQUITY

10. STOCKHOLDERS’ EQUITY

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 is authorized to issue 100,000,000 shares of common stock and 5,000,000 shares of preferred stock. The par value of common and preferred stock is $0.0001 per share.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Income Taxes - Unrecognized Tax Benefits Activity (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at beginning of period	$ 443	$ 338
Increase of unrecognized tax benefits taken in current year		105
Decrease of unrecognized tax benefits taken in prior year	(105)
Balance at ending of period	$ 338	$ 443

Leases - Minimum Future Lease Payments (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Operating
2024	$ 4,407
2025	4,539
2026	4,657
2027	4,659
2028	4,482
Thereafter	21,595
Total future minimum lease payments	44,339
Less: imputed interest	(15,487)
Present value of lease liability	28,852
Less: current portion of lease liability	(1,710)	$ (578)
Non-current portion of lease liability	27,142	1,111
Finance
2024	131
2025	99
2026	57
2027	0
2028	0
Thereafter	0
Total future minimum lease payments	287
Less: imputed interest	(28)
Present value of lease liability	259
Less: current portion of lease liability	(112)	(59)
Non-current portion of lease liability	$ 147	$ 30

Leases - Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Operating cash flows from operating leases	$ 3,014	$ 1,606
Operating cash flows from finance leases	14	3
Financing cash flows from finance leases	$ 92	$ 79

Redeemable Convertible Preferred Stock - Narrative (Details)		12 Months Ended
	May 31, 2023 USD ($)	Dec. 31, 2023 USD ($) TradingDay $ / shares shares	Jun. 05, 2023 USD ($) shares
Temporary Equity [Line Items]
Redeemable convertible preferred stock, shares issued \| shares			280,000
Warrants to purchase shares of common stock \| shares		18,402,196	17,771,761
Total purchase price			$ 28,000,000
Annual dividend rate		8.00%
Description of preferred stock dividend payment rate variable		“Accrued Value” means, with respect to each share of Redeemable Convertible Preferred Stock, the sum, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Redeemable Convertible Preferred Stock, of (i) $100.00 plus (ii) on each Quarterly Dividend Date, an additional amount equal to the dollar value of any dividends on a share of Redeemable Convertible Preferred Stock which have accrued on any dividend payment date and have not been previously added to such Accrued Value.
Dividends declared and distributed to stockholders		$ 0
Preferred stock rights and preference ratio		75.00%
Conversion price per share \| $ / shares		$ 2.3633
Number of consecutive trading days for conversion price \| TradingDay		30
Preferred stock conversion description		Each share of Redeemable Convertible Preferred Stock is convertible, at the option of the holder, at any time and from time to time, into such number of shares of common stock as is determined by dividing the Accrued Value by the Conversion Price in effect at the time of conversion. The Conversion Price is initially equal to $2.3633 per share. If at any time following the third anniversary of the issue date, the closing sale price of the Company’s common stock exceeds 250% of the Conversion Price for 30 consecutive trading days, then the Company has the right to require conversion of the Redeemable Convertible Preferred Stock, in whole or in part, at the then effective conversion rate.
Preferred stock, voting rights		The holder of each share of Redeemable Convertible Preferred Stock is entitled to one vote for each share of common stock into which such Redeemable Convertible Preferred Stock is convertible on the record date for determining stockholders entitled to vote on such matter. With respect to such vote, such holder has full voting rights and powers equal to the voting rights of the holders of common stock.
Accrued dividends		$ 1,300,000
Five Year Term Warrants
Temporary Equity [Line Items]
Warrants to purchase shares of common stock \| shares			355,435
Minimum
Temporary Equity [Line Items]
Preferred stock liquidation preference ratio		200.00%
Preferred stock convertible conversion ratio		2.50
Redeemable Convertible Preferred Stock and Warrant Purchase Agreement
Temporary Equity [Line Items]
Aggregate capital raised for issuance of preferred stock converted into common stock	$ 28,000,000

Leases - Narrative (Details)	1 Months Ended
Leases - Narrative (Details)	Sep. 30, 2021 USD ($)	Dec. 31, 2023 Lease	Sep. 30, 2022
Lessee, Lease, Description [Line Items]
Number of outstanding leases \| Lease		5
10431 Wateridge Circle
Lessee, Lease, Description [Line Items]
Renovation price per unit (in USD per square foot)	$ 185
Renovation price	12,300,000
Additional allowance, up to (in USD per square foot)	10
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 years
Maximum
Lessee, Lease, Description [Line Items]
Term of leases		10 years
Maximum \| Short Term Lease
Lessee, Lease, Description [Line Items]
Term of leases		1 year

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

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2023	Mar. 28, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
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
Document Financial Statement Error Correction [Flag]	false
Entity Public Float			$ 14.2
Entity Common Stock, Shares Outstanding		30,103,284
Entity Central Index Key	0001850079
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Documents Incorporated by Reference	Portions of the registrant’s definitive Proxy Statement relating to the 2024 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, 2023.

Redeemable Convertible Preferred Stock (Tables)

12 Months Ended

Dec. 31, 2023

Temporary Equity Disclosure [Abstract]

Summary of Redeemable Convertible Preferred Stock

Redeemable Convertible Preferred Stock consisted of the following as of December 31, 2023 (in thousands, except share data):


Redeemable Convertible Preferred Stock	Shares Authorized		Shares Outstanding		Price per Share		Net Carrying Value		Liquidation Preference
Redeemable Convertible Preferred Stock		280,000		280,000	$	100.00	$	29,300	$	29,300
Total		280,000		280,000			$	29,300	$	29,300

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 1,570	$ 30,419
Restricted cash	175	175
Short-term investments	17,588	13,159
Accounts receivable, net of allowance for credit losses of $1,287 and $343 at December 31, 2023 and 2022, respectively	5,985	5,851
Inventory, net	4,025	2,200
Prepaid expenses and other current assets	1,008	3,288
Total current assets	30,351	55,092
Property and equipment, net	7,300	6,861
Right-of-use assets	27,220	1,660
Other long-term assets	676	981
Goodwill	3,497	14,886
Other intangible assets, net	1,367	1,882
Total Assets	70,411	81,362
Current liabilities:
Accounts payable	3,284	1,295
Accrued employee expenses	2,142	5,858
Finance lease liability, current portion	112	59
Operating lease liability, current portion	1,710	578
Deferred revenue, current portion	338	3,958
Other accrued liabilities	506	1,377
Other current liabilities	92	373
Total current liabilities	8,184	13,498
Finance lease liability, net of current portion	147	30
Operating lease liability, net of current portion	27,142	1,111
Notes payable, net of discount	5,269	19,649
Derivative liabilities	36	367
Deferred revenue, net of current portion	95	142
Total liabilities	40,873	34,797
Commitments and contingencies (Note 15)
Preferred stock, $0.0001 par value; 5,000,000 shares authorized: Redeemable convertible preferred stock, 280,000 and 0 shares issued and outstanding at December 31, 2023 and 2022, respectively; liquidation preference of $29,300 and $0 at December 31, 2023 and 2022, respectively	29,300	0
Stockholders' equity
Common stock, $0.0001 par value; 100,000,000 shares authorized at December 31, 2023 and 2022, respectively; 30,063,322 and 29,647,091 shares issued and outstanding at December 31, 2023 and 2022, respectively	5	5
Additional paid-in capital	161,698	160,304
Accumulated other comprehensive loss		(3)
Accumulated deficit	(161,465)	(113,741)
Total stockholders' equity	238	46,565
Total liabilities, redeemable convertible preferred stock and stockholders' equity	$ 70,411	$ 81,362

Summary of Significant Accounting Policies - Concentrations of Credit Risk (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
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)	33.00%	24.00%
Largest Customer \| Accounts Receivable \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk (as a percent)	43.00%	10.00%

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2023	Jun. 05, 2023	Dec. 31, 2022
Assets
Allowance for credit losses	$ 1,287		$ 343
Liabilities and stockholders' equity
Redeemable convertible preferred stock, preferred stock, shares authorized (in shares)	280,000
Redeemable convertible preferred stock, preferred stock, shares issued (in shares)		280,000
Redeemable convertible preferred stock, shares outstanding (in shares)	280,000
Redeemable convertible preferred stock, liquidation preference	$ 29,300
Stockholders' equity
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)	30,063,322		29,647,091
Common stock, shares outstanding (in shares)	30,063,322		29,647,091
Redeemable Convertible Preferred Stock
Liabilities and stockholders' equity
Redeemable convertible preferred stock, preferred stock, shares authorized (in shares)	280,000
Redeemable convertible preferred stock, preferred stock, shares issued (in shares)	280,000		0
Redeemable convertible preferred stock, shares outstanding (in shares)	280,000		0
Redeemable convertible preferred stock, liquidation preference	$ 29,300		$ 0
Preferred Stock
Liabilities and stockholders' equity
Redeemable convertible preferred stock, preferred stock, par value (in dollars per share)	$ 0.0001		$ 0.0001
Redeemable convertible preferred stock, preferred stock, shares authorized (in shares)	5,000,000		5,000,000

Notes Payable - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
Principal amount of notes payable	$ 5,000	$ 20,000
Less: Current portion of notes payable	0	0
Notes payable, net of current portion	5,000	20,000
Accrued interest	100	172
Final debt payment liability	750	900
Debt discount and financing costs, net of accretion	(581)	(1,423)
Notes payable, net of discount and current portion	$ 5,269	$ 19,649

Stock-Based Compensation - Classification of Expense Related to Award Type Categories (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 3,963	$ 3,727
Stock options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	3,157	2,954
Restricted Stock Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	703	349
Employee Stock Purchase Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 103	$ 424

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Summary of Significant Accounting Policies - Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Cash and cash equivalents	$ 1,570	$ 30,419
Restricted cash	175	175
Total cash, cash equivalents, and restricted cash as shown in the consolidated statements of cash flows	$ 1,745	$ 30,594	$ 82,806

Leases - Weighted-Average Lease Terms and Interest Rates (Details)	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Finance leases, weighted average remaining lease term (in years)	2 years 6 months	2 years 9 months 18 days
Operating leases, weighted average remaining lease term (in years)	9 years 2 months 12 days	3 years 10 months 24 days
Finance leases, weighted average discount rate (as a percent)	8.80%	10.00%
Operating leases, weighted average discount rate (as a percent)	9.70%	8.50%

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Restricted Cash


	December 31,
	2023		2022
Cash and cash equivalents	$	1,570	$	30,419
Restricted cash		175		175
Total cash, cash equivalents, and restricted cash as shown in the consolidated statements of cash flows	$	1,745	$	30,594

Accounts Receivable

The allowance for credit losses consists of the following activity (in thousands):


Allowance for credit losses at December 31, 2021	$	—
Provision for credit losses		343
Allowance for credit losses at December 31, 2022		343
Provision for credit losses		1,198
Write-offs		(254	)
Allowance for credit losses at December 31, 2023	$	1,287

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.

Deferred Financing Costs

Warrants

Convertible Preferred Stock

Income Taxes

Share-Based Compensation

Revenue Recognition

Product Revenue, Net

Product Returns

The Company does not generally offer customers the ability to return products 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 18 for additional description of collaboration revenue.

Royalties and Other Revenue

Warranties


Balance at December 31, 2021	$	355
Warranty revenue deferred		615
Warranty revenue recognized		(571	)
Balance at December 31, 2022		399
Warranty revenue deferred		218
Warranty revenue recognized		(317	)
Balance at December 31, 2023	$	300

The deferred revenue for warranties at December 31, 2023 and 2022 is summarized as follows (in thousands):


	December 31,
	2023		2022
Deferred warranty revenue, current portion	$	205	$	257
Deferred warranty revenue, net of current portion		95		142
Total deferred warranty revenue	$	300	$	399

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

Segments Information

Recently Adopted Accounting Pronouncements

Recent Accounting Pronouncements Not Yet Adopted

Summary of Significant Accounting Policies - Deferred Revenue (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Deferred revenue, current portion	$ 338	$ 3,958
Deferred revenue, net of current portion	95	142
Total deferred warranty revenue	300	399	$ 355
Warranty Service
Disaggregation of Revenue [Line Items]
Deferred revenue, current portion	205	257
Deferred revenue, net of current portion	95	142
Total deferred warranty revenue	$ 300	$ 399

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Goodwill and Other Intangible Assets - Other Intangible Assets, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 3,680	$ 3,680
Accumulated Amortization	(2,313)	(1,798)
Net Carrying Value	1,367	1,882
Intellectual Property
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	3,150	3,150
Accumulated Amortization	(2,175)	(1,725)
Net Carrying Value	975	1,425
Trade Name
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	80	80
Accumulated Amortization	(57)	(30)
Net Carrying Value	23	50
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	420	420
Accumulated Amortization	(60)	(32)
Net Carrying Value	360	388
Non-competition Agreements
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	30	30
Accumulated Amortization	(21)	(11)
Net Carrying Value	$ 9	$ 19

Stock-Based Compensation - Classification of Expense Related to Expense Categories (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 3,963	$ 3,727
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	808	582
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	398	425
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 2,757	$ 2,720

Property and Equipment

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

6. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following on December 31, 2023 and 2022 (in thousands):


	December 31,
	2023			2022
Machinery and equipment	$	6,527		$	5,647
Furniture and fixtures		908			64
Computer hardware and software		2,420			1,531
Leasehold improvements		332			58
Construction in progress		586			1,501
Total		10,773			8,801
Less: Accumulated depreciation and amortization		(3,473	)		(1,940	)
Total property and equipment, net	$	7,300		$	6,861

Depreciation expense for the years ended December 31, 2023 and 2022 was $1.8 million and $1.2 million, respectively. During the year ended December 31, 2023, the Company recorded an impairment charge of $0.2 million on property and equipment. There was no impairment recorded in the year ended December 31, 2022.

Fair Value Measurement - Narrative (Details)	Dec. 31, 2023	Dec. 31, 2022
Measurement Input, Cost to Sell
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Long-term debt, measurement input	0.1248	0.1258
Measurement Input, Default Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Long-term debt, measurement input	0.45	0.63

Inventory - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
Inventory - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Inventory reserve	$ 0.8	$ 0.5

Net Loss Per Share

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

NET LOSS PER SHARE

16. 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,
	2023			2022
Numerator:
Net loss	$	(47,724	)	$	(48,471	)
Less: Redeemable Convertible Preferred Stock Dividends		(1,300	)		—
Net loss attributable to common stockholders	$	(49,024	)	$	(48,471	)
Denominator:
Weighted average common stock outstanding - basic and diluted		29,849,832			29,463,361
Net loss per share attributable to common stockholders - basic and diluted	$	(1.64	)	$	(1.65	)

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,
	2023		2022
Stock options to purchase common stock		5,663,641		4,488,555
Restricted stock units that vest into common stock		589,192		272,601
Shares issuable under employee stock purchase plan		63,715		118,520
Warrants to purchase common stock		18,402,196		—
Redeemable Convertible Preferred Stock (as converted to common stock)		12,398,030		—
Total		37,116,774		4,879,676

Stock-Based Compensation - Stock Option activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Number of options
Outstanding at beginning of the period (in shares)	4,488,555
Options granted (in shares)	2,539,609
Options exercised (in shares)	(106,997)
Options cancelled (in shares)	(1,257,526)
Outstanding at end of the period (in shares)	5,663,641	4,488,555
Vested and expected to vest (in shares)	5,285,538
Exercisable (in shares)	1,754,250
Weighted-average exercise price
Outstanding at beginning of period (in USD per share)	$ 2.11
Options granted (in USD per share)	1.52
Options exercised (in USD per share)	0.81
Options cancelled (in USD per share)	1.99
Outstanding at end of period (in USD per share)	1.9	$ 2.11
Vested and expected to vest (in USD per share)	1.89
Exercisable (in USD per share)	$ 2.47
Weighted-average remaining contractual term (in years)
Outstanding (in years)	8 years 6 months	8 years 10 months 24 days
Vested and expected to vest (in years)	8 years 6 months
Exercisable (in years)	7 years 6 months
Aggregate intrinsic value (in thousands)
Outstanding	$ 1	$ 252
Vested and expected to vest	1
Exercisable	$ 1

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Lease, Cost

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


	December 31,
	2023		2022
Lease costs
Finance lease cost:
Amortization of finance lease right-of-use asset	$	66	$	79
Interest on finance lease liabilities		14		3
Operating lease costs		4,617		1,366
Variable lease cost		1,102		706
Short term lease cost		445		915
Total lease cost	$	6,244	$	3,069

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


	December 31,
	2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	3,014	$	1,606
Operating cash flows from finance leases	$	14	$	3
Financing cash flows from finance leases	$	92	$	79

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


	December 31,
	2023			2022
Weighted-average remaining lease term
Finance leases	2.5 years			2.8 years
Operating leases	9.2 years			3.9 years
Weighted-average discount rate
Finance leases		8.8	%		10.0	%
Operating leases		9.7	%		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, 2023 (in thousands):


Years Ending December 31,	Operating			Finance
2024	$	4,407		$	131
2025		4,539			99
2026		4,657			57
2027		4,659			—
2028		4,482			—
Thereafter		21,595			—
Total future minimum lease payments		44,339			287
Less: imputed interest		(15,487	)		(28	)
Present value of lease liability	$	28,852		$	259

Less: current portion of lease liability		(1,710	)		(112	)
Non-current portion of lease liability		27,142			147

Warrants - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions	Dec. 31, 2023	Nov. 24, 2023	Jun. 05, 2023	Dec. 31, 2022
Class of Warrant or Right [Line Items]
Number of warrants issued	18,402,196		17,771,761
Warrant outstanding	18,402,196
Redeemable convertible preferred stock, preferred stock, shares issued (in shares)			280,000
Common stock, shares outstanding (in shares)	30,063,322			29,647,091
Total purchase price			$ 28.0
Two Year Term Warrants
Class of Warrant or Right [Line Items]
Number of warrants issued			5,923,921
Warrant term			2 years
Warrant exercise price			$ 2.5996
Warrant grant date fair value			$ 0.2
Seven Year Term Warrants
Class of Warrant or Right [Line Items]
Number of warrants issued			11,847,840
Warrant term			7 years
Warrant exercise price			$ 2.5996
Warrant grant date fair value			$ 0.61
Five Year Term Warrants
Class of Warrant or Right [Line Items]
Number of warrants issued			355,435
Warrant term			5 years
Warrant exercise price			$ 2.9541
Warrant grant date fair value			$ 0.45
Ten Year Term Warrants
Class of Warrant or Right [Line Items]
Number of warrants issued		275,000
Warrant term		10 years
Warrant grant date fair value		$ 0.4

Fair Value Measurement

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENT

3. FAIR VALUE MEASUREMENT


	Fair value measurements as of December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	6	$	—	$	—	$	6
Commercial paper		—		6,407		—		6,407
U.S. Government securities		—		8,943		—		8,943
Corporate debt securities		—		2,238		—		2,238
Total	$	6	$	17,588	$	—	$	17,594

Liabilities
Contingent put option liability	$	—	$	—	$	36	$	36
Total	$	—	$	—	$	36	$	36


	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 securities		—		11,422		—		11,422
Total	$	26,784	$	13,159	$	—	$	39,943

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

During the year ended December 31, 2023, there were no transfers between Level 1, Level 2 and Level 3.

Contingent Put Option Liability

The contingent put option liability consists of the fair value of the contingent interest feature and acceleration clause (contingent put option) under the 2021 Loan Agreement and the 2022 Term Loan Agreement (see Note 9). 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 (expense) income, net 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, 2023 and 2022, the adjusted market rate of debt was 12.48% and 12.58%, respectively, and the probability of default was 45% and 63%, 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, 2021	$	108
Extinguishment of liability		(112	)
Issuance of liability		379
Change in fair value		(8	)
Fair value at December 31, 2022		367
Change in fair value		(331	)
Fair value at December 31, 2023	$	36

- 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

Investments

12 Months Ended

Dec. 31, 2023

Investments, Debt and Equity Securities [Abstract]

Investments

4. INVESTMENTS

The following tables summarize the short-term investments held (in thousands):


	December 31, 2023
	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
Assets
Commercial paper	$	6,407	$	1	$	(1	)	$	6,407
U.S. Government securities		8,938		6		(1	)		8,943
Corporate debt securities		2,237		1		—			2,238
Total	$	17,582	$	8	$	(2	)	$	17,588


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

As of December 31, 2023 and 2022, all short-term investments held by the Company had remaining contractual maturities of one year or less.

As of December 31, 2023 and 2022, the Company reviewed its investment portfolio for declines in fair value below the amortized cost basis to determine whether the impairment, if any, is due to credit-related or other factors. In determining whether the decline in fair value of these securities was related to a credit loss, the Company evaluated whether it intended to sell the security and whether it was more likely than not that the Company would be required to sell the security before recovering its amortized cost basis. During the years ended December 31, 2023 and 2022, the Company concluded that there were no impairments related to credit losses for its investments in securities.

Warrants

12 Months Ended

Dec. 31, 2023

Warrants and Rights Note Disclosure [Abstract]

Warrants

12. WARRANTS

Common Stock Warrants

On June 5, 2023, the Company issued warrants to purchase a total of 5,923,921 shares of common stock to investors in connection with the Agreement described in Note 11 (Short-Term Warrants). Each Short-Term Warrant has an exercise price of $2.5996 per share and has a two-year term from the date of issuance. Each Short-Term Warrant had a grant date fair value of $0.20. The Short-Term Warrants meet the criteria for permanent equity classification.

On June 5, 2023, the Company issued warrants to purchase a total of 11,847,840 shares of common stock to investors in connection with the Agreement described in Note 11 (Long-Term Warrants). Each Long-Term Warrant has an exercise price of $2.5996 per share and has a seven-year term from the date of issuance. Each Long-Term Warrant had a grant date fair value of $0.61. The Long-Term Warrants meet the criteria for permanent equity classification.

On June 5, 2023, the Company issued warrants to purchase a total of 355,435 shares of common stock as consideration for advisory services in connection with the Agreement described in Note 11 (Additional Warrants). Each Additional Warrant has a strike price of $2.9541 per share and has a five-year term from the date of issuance. Each Additional Warrant had a grant date fair value of $0.45. The Additional Warrants meet the criteria for permanent equity classification.

On November 24, 2023, in connection with the 2022 Term Loan, as amended, described in Note 9, the Company issued a warrant to purchase a total of 275,000 shares of common stock (MidCap Warrant). The MidCap Warrant has an exercise price per share equal to the 10-day volume weighted average price of the Company's common stock immediately prior to the date of issuance, and a ten-year term from the date of issuance. The MidCap Warranthad a grant date fair value of $0.40 per share. The MidCap Warrant meets the criteria for permanent equity classification.

As of December 31, 2023, warrants to purchase an aggregate of 18,402,196 shares of common stock were issued and outstanding.

Summary of Significant Accounting Policies - Short-Term Investments - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Impairment credit losses on investments	$ 0	$ 0

Goodwill and Other Intangible Assets - Narrative (Details)		3 Months Ended	12 Months Ended
	Nov. 18, 2021 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2023 USD ($) Segment	Dec. 31, 2022 USD ($)	Mar. 08, 2019 USD ($)
Finite-Lived Intangible Assets [Line Items]
Goodwill		$ 3,497,000	$ 3,497,000	$ 14,886,000	$ 3,500,000
Goodwill, impairment			11,389,000	0
Intangible assets		3,680,000	3,680,000	3,680,000
Amortization expense			$ 515,000	515,000
Number of reporting units \| Segment			2
2022 Term Loan Agreements
Finite-Lived Intangible Assets [Line Items]
Early repayment of debt		15,000,000
Eton
Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 11,400,000	0	$ 0
Goodwill, impairment			11,400,000
Telesis Bio
Finite-Lived Intangible Assets [Line Items]
Goodwill		3,500,000	3,500,000
Goodwill, impairment			0
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	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	$ 100,000
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Intangible assets		420,000	420,000	420,000
Customer Relationships \| Eton
Finite-Lived Intangible Assets [Line Items]
Intangible asset useful life (in years)	15 years
Other intangible assets acquired	$ 400,000
Noncompete Agreements
Finite-Lived Intangible Assets [Line Items]
Intangible assets		$ 30,000	$ 30,000	$ 30,000
Noncompete Agreements \| Eton
Finite-Lived Intangible Assets [Line Items]
Intangible asset useful life (in years)	3 years
Other intangible assets acquired	$ 30,000

Commitment and Contingencies

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

15. 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 judgment 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 8.

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Components of Loss Before Provision for Income Taxes

The components of loss before provision for income taxes for the years ended December 31, 2023 and 2022, consist of the following (in thousands):


	For the Years Ended December 31,
	2023			2022
Domestic	$	(47,778	)	$	(48,556	)
Foreign		78			109
Total	$	(47,700	)	$	(48,447	)

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,
	2023		2022
Federal statutory income (benefit) tax rate	(21.0)	%	(21.0)	%
State income taxes, net of federal benefit	(6.4)		—
Change in valuation allowance	26.0		20.6
Permanent items	0.9		0.8
Tax credits	0.6		(0.4)
Effective income tax rate	—	%	—	%

Schedule of Deferred Tax Assets and Liabilities

The components of the Company's deferred tax assets and liabilities at December 31, 2023 and 2022, consisted of (in thousands):


	For the Years Ended December 31,
	2023			2022
Deferred tax assets:
Net operating loss carryforwards	$	28,683		$	24,847
Research and development tax credit carryforwards		915			1,202
Stock based compensation		705			669
Capitalized research and development costs		8,229			981
Intangibles		2,280			—
Lease liabilities		7,344			411
Accruals and other		991			2,412
		49,147			30,522
Valuation Allowance		(41,840	)		(29,447	)
Total deferred tax assets		7,307			1,075
Deferred tax liabilities:
Right-of-use-assets		(6,928	)		(403	)
Fixed assets		(379	)		(93	)
Intangibles		—			(579	)
Total deferred tax liabilities		(7,307	)		(1,075	)
Net deferred tax assets	$	—		$	—

Schedule of Unrecognized Tax Benefits Roll Forward

The following table summarizes the reconciliation of the unrecognized tax benefits activity during the years ended December 31, 2023 and 2022 (in thousands):


Balance as of December 31, 2021	$	338
Increase of unrecognized tax benefits taken in current year		105
Balance as of December 31, 2022		443
Decrease of unrecognized tax benefits taken in prior year		(105	)
Balance as of December 31, 2023	$	338

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and equipment consisted of the following on December 31, 2023 and 2022 (in thousands):


	December 31,
	2023			2022
Machinery and equipment	$	6,527		$	5,647
Furniture and fixtures		908			64
Computer hardware and software		2,420			1,531
Leasehold improvements		332			58
Construction in progress		586			1,501
Total		10,773			8,801
Less: Accumulated depreciation and amortization		(3,473	)		(1,940	)
Total property and equipment, net	$	7,300		$	6,861

Notes Payable (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments


	December 31,
	2023			2022
Principal amount of notes payable	$	5,000		$	20,000
Less: Current portion of notes payable		—			—
Notes payable, net of current portion		5,000			20,000
Accrued interest		100			172
Final debt payment liability		750			900
Debt discount and financing costs, net of accretion		(581	)		(1,423	)
Notes payable, net of discount and current portion	$	5,269		$	19,649

Schedule of Maturities of Long-term Debt

As of December 31, 2023, the estimated future principal payments due were as follows:


	December 31, 2023
Estimated future principal payments due
2024	$	—
2025		1,042
2026		2,500
2027		1,458
Total	$	5,000

- 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

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69B

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69E

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-3

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482925/835-30-45-2

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482925/835-30-45-1A

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-3

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482949/835-30-55-8

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480848/942-470-50-3

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-8

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-6

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-7

+ Details

Inventory

12 Months Ended

Dec. 31, 2023

Inventory Disclosure [Abstract]

INVENTORY

5. 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, 2023 and 2022 (in thousands):


	December 31,
	2023		2022
Raw materials	$	2,026	$	1,044
Work in process and sub-assemblies		1,031		647
Finished goods		968		509
Total	$	4,025	$	2,200

The inventory reserve was $0.8 million and $0.5 million at December 31, 2023 and 2022, respectively.