0001140361-23-012126 | 10-K | XBRL Viewer

Print Document View Excel Document

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Income Taxes [Abstract]
Uncertain tax positions	$ 0	$ 0

ACQUISITION

12 Months Ended

Dec. 31, 2022

Majelac Technologies LLC [Member]

ACQUISITION [Abstract]

ACQUISITION

4. ACQUISITION

Majelac Technologies LLC

Pursuant to the terms and conditions of an Asset Purchase Agreement by and among the Company, Majelac, and certain other parties, on November 5, 2021 (the “Majelac Closing Date”), the Company acquired certain assets and assumed certain liabilities of Majelac, a privately-owned company providing semiconductor chip assembly and packaging capabilities located in Pennsylvania, for $4,632 in cash including $132 in reimbursement for certain recently purchased equipment, and 535,715 shares of Class A common stock, valued at $4,232, issued to Majelac subject to certain restrictions. An additional 59,523 shares of Class A common stock initially valued at $471 were issued to Majelac 12 months after the Majelac Closing Date on November 7, 2022. The Company also assumed the legal fees of Majelac of $50. Additional purchase price consideration of $500 in cash was to be paid six months after the Majelac Closing Date less any amount that could be required by the buyer indemnitees to satisfy any unresolved claims for indemnification, if any. The Company agreed to pay additional milestone-based consideration of up to $800, which was fair valued at $531. On May 4, 2022, the Company paid Majelac $900 in cash, which consisted of $500 for the additional purchase price consideration and $400 (fair value of $348 at the Majelac Closing Date) for the first of two milestones that was met.

The acquisition brought semiconductor chip assembly and packaging capabilities in-house to secure the Company’s supply chain and support its commercialization efforts. Prior to the acquisition, Majelac was a vendor of the Company.

The following table summarizes the final purchase price allocation at the Majelac Closing Date as follows:

	Purchase Price Allocation
Prepaid expenses and other current assets	$	27
Property and equipment, net		906
Goodwill		9,483
Total	$	10,416

Goodwill represents the excess of the consideration transferred over the aggregate fair values of assets acquired and liabilities assumed. The goodwill recorded in connection with this acquisition was based on operating synergies and other benefits expected to result from the combined operations. The goodwill acquired is amortizable for tax purposes over a period of 15 years. During the fourth quarter ended December 31, 2022, the Company concluded the goodwill from the Majelac acquisition was fully impaired and recorded a charge of $9,483 on the consolidated statements of operations and comprehensive loss.

Acquisition-related costs recognized during the years ended December 31, 2022 and 2021 including transaction costs such as legal, accounting, valuation and other professional services, were $26 and $106, respectively, and are included in Selling, general and administrative on the consolidated statements of operations and comprehensive loss.

INCOME TAXES, Tax Net Operating Loss Carryforwards (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Federal [Member] \| Pre-2018 [Member]
Operating Loss Carryforwards [Abstract]
Tax net operating loss carryforward	$ 65,494
Federal [Member] \| Pre-2018 [Member] \| Minimum [Member]
Operating Loss Carryforwards [Abstract]
Expiration date	Dec. 31, 2033
Federal [Member] \| Post -2017 [Member]
Operating Loss Carryforwards [Abstract]
Tax net operating loss carryforward	$ 219,600
State [Member]
Operating Loss Carryforwards [Abstract]
Tax net operating loss carryforward	$ 288,685
State [Member] \| Minimum [Member]
Operating Loss Carryforwards [Abstract]
Expiration date	Dec. 31, 2033

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2022	Mar. 10, 2023	Jun. 30, 2022
Entity Listings [Line Items]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Document Transition Report	false
Entity File Number	001-39486
Entity Registrant Name	QUANTUM-SI INCORPORATED
Entity Central Index Key	0001816431
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1388175
Entity Address, Address Line One	530 Old Whitfield Street
Entity Address, City or Town	Guilford
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06437
City Area Code	866
Local Phone Number	688-7374
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	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 232.1
Auditor Firm ID	34
Auditor Name	Deloitte & Touche LLP
Auditor Location	New York, New York
Class A Common Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Class A common stock, $0.0001 per share
Trading Symbol	QSI
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		120,006,757
Class B Common Stock [Member]
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		19,937,500
Redeemable Warrants [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Trading Symbol	QSIAW
Security Exchange Name	NASDAQ

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

12 Months Ended

Dec. 31, 2022

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES [Abstract]

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

7. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following:

	December 31, 2022		December 31, 2021
Employee compensation and benefits	$	5,548	$	2,680
Contracted services		3,616		2,606
Business acquisition costs and contingencies		343		1,331
Legal fees		839		636
Other		88		23
Total accrued expenses and other current liabilities	$	10,434	$	7,276

LEASES, Lease Terms (Details)	Dec. 31, 2022
Minimum [Member]
Operating Lease, Description [Abstract]
Lease term	1 year
Renewal term	1 year
Maximum [Member]
Operating Lease, Description [Abstract]
Lease term	10 years
Renewal term	10 years

STOCKHOLDERS' EQUITY (DEFICIT)	12 Months Ended
STOCKHOLDERS' EQUITY (DEFICIT)	Dec. 31, 2022
STOCKHOLDERS' EQUITY (DEFICIT) [Abstract]
STOCKHOLDERS' EQUITY (DEFICIT)	9. STOCKHOLDERS’ EQUITY (DEFICIT) Class A Common stock As of December 31, 2022 and 2021, the Company had authorized 600,000,000 shares of Class A common stock at $0.0001 par value per share, of which a total of 120,006,757 and 118,025,410 shares were outstanding, respectively. Voting Rights Holders of Class A common stock will be entitled to cast one vote per Class A share. Generally, holders of all classes of common stock vote together as a single class, and an action is approved by stockholders if a majority of votes cast affirmatively or negatively on the action are cast in favor of the action, while directors are elected by a plurality of the votes cast. Holders of Class A common stock will not be entitled to cumulate their votes in the election of directors. Dividend Rights With limited exceptions in the case of certain stock dividends or disparate dividends approved by the affirmative vote of the holders of a majority of the Class A common stock and Class B common stock, each voting separately as a class, holders of Class A common stock will share ratably (based on the number of shares of Class A common stock held), together with each holder of Class B common stock, if and when any dividend is declared by the Board out of funds legally available therefore, subject to restrictions, whether statutory or contractual (including with respect to any outstanding indebtedness), on the declaration and payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock or any class or series of stock having a preference over, or the right to participate with, the Class A common stock with respect to the payment of dividends. Class B Common stock As of December 31, 2022 and 2021, the Company had authorized 27,000,000 shares of Class B common stock at $0.0001 par value per share, of which a total of 19,937,500 shares were outstanding for both years. Voting Rights Holders of Class B common stock will be entitled to cast 20 votes per share of Class B common stock. Generally, holders of all classes of common stock vote together as a single class, and an action is approved by stockholders if a majority of votes cast affirmatively or negatively on the action are cast in favor of the action, while directors are elected by a plurality of the votes cast. Holders of Class B common stock will not be entitled to cumulate their votes in the election of directors. Dividend Rights With limited exceptions in the case of certain stock dividends or disparate dividends approved by the affirmative vote of the holders of a majority of the Class A common stock and Class B common stock, each voting separately as a class, holders of Class B common stock will share ratably (based on the number of shares of Class B common stock held), together with each holder of Class A common stock, if and when any dividend is declared by the Board out of funds legally available therefor, subject to restrictions, whether statutory or contractual (including with respect to any outstanding indebtedness), on the declaration and payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock or any class or series of stock having a preference over, or the right to participate with, the Class B common stock with respect to the payment of dividends. Preferred Stock As of December 31, 2022 and 2021, the Company had authorized 1,000,000 shares of preferred stock at $0.0001 par value per share, of which a total of 0 shares were outstanding for both years. Preferred stock may be issued from time to time in one or more series. Any shares of preferred stock which may be redeemed, purchased or acquired by the Company may be reissued except as otherwise provided by law.

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 50
-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill [Abstract]
Goodwill impairment	$ 9,483	$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). All intercompany transactions are eliminated.

COVID-19

The outbreak of the novel coronavirus (“COVID-19”), which was declared a pandemic by the World Health Organization on March 11, 2020 and declared a National Emergency by the President of the United States on March 13, 2020, has led to adverse impacts on the United States and global economies and created uncertainty regarding potential impacts on the Company’s operating results, financial condition and cash flows. The COVID-19 pandemic had, and is expected to continue to have, an adverse impact on the Company’s operations, particularly as a result of preventive and precautionary measures that the Company, other businesses, and governments are taking. Governmental mandates related to COVID-19 or other infectious diseases, or public health crises, have impacted, and the Company expects them to continue to impact, its personnel and personnel at third-party manufacturing facilities in the United States and other countries, and the availability or cost of materials, which would disrupt or delay the Company’s receipt of instruments, components and supplies from the third parties the Company relies on to, among other things, produce its products currently under development. To the extent that any governmental authority imposes additional regulatory requirements or changes existing laws, regulations, and policies that apply to the Company’s business and operations, such as additional workplace safety measures, the Company’s product development plans may be delayed, and the Company may incur further costs in bringing its business and operations into compliance with changing or new laws, regulations, and policies. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including expenses and research and development costs, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain or treat COVID-19, as well as the economic impacts,including inflation on product and service costs.

The estimates of the impact on the Company’s business may change based on new information that may emerge concerning COVID-19 and the actions to contain it or address its impact and the economic impact on local, regional, national and international markets as well as other changes in macroeconomic factors. The COVID-19 pandemic and related economic disruptions have not had a material adverse impact on the Company’s operations to date. While the Company is unable to predict the full impact that the COVID-19 pandemic will have on the Company’s future results of operations, liquidity and financial condition due to numerous uncertainties, including the duration of the pandemic, the actions that may be taken by government authorities across the United States, adverse changes in macroeconomic conditions, if sustained or recurrent, could result in significant changes in costs going forward with material adverse effect on the Company’s operating results, financial condition, and cash flows.

The Company has not incurred any significant impairment losses in the carrying values of the Company’s assets as a result of the COVID-19 pandemic and is not aware of any specific related event or circumstance that would require the Company to revise its estimates reflected in its consolidated financial statements.

Other Global Developments

In 2022, various central banks around the world (including the Federal Reserve in the United States) raised interest rates. While these rate increases have not had a significant adverse impact on the Company to date, the impact of such rate increases on the overall financial markets and the economy may adversely impact the Company in the future. In addition, the global economy has experienced and is continuing to experience high levels of inflation and global supply chain disruptions. The Company continues to monitor these supply chain, inflation and interest rate factors, as well as the uncertainty resulting from the overall economic environment.

In addition, although the Company has no operations in or direct exposure to Russia or Ukraine, the Company has experienced some constraints in product and material availability and increasing costs required to obtain some materials and supplies as a result of the Russia-Ukraine military conflict on the global economy. To date, the Company’s business has not been materially impacted by the conflict, however, as the conflict continues or worsens, it may impact the Company’s business, financial condition or results of operations.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents and marketable securities. As of December 31, 2022 and 2021, substantially all of the Company’s marketable securities were invested in fixed income mutual funds at one financial institution. The Company also maintains balances in certain operating accounts above federally insured limits. After considering the dividend income derived from such investments, the Company has not recognized any significant realized losses on such accounts and does not believe it is exposed to any significant credit risk on cash and cash equivalents and marketable securities.

Reclassifications

Certain prior year amounts have been reclassified for consistency with the current year’s presentation.

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions about future events that affect the amounts reported in its consolidated financial statements and accompanying notes. Future events and their effects cannot be determined with certainty. On an ongoing basis, management evaluates these estimates and assumptions. Significant estimates and assumptions include:

●

valuation allowances with respect to deferred tax assets;

●

valuation for acquisitions;

●

valuation of goodwill;

●

assumptions used for leases;

●

valuation of warrant liabilities; and

●

assumptions underlying the fair value used in the calculation of the stock-based compensation.

The Company bases these estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s consolidated financial statements.

Cash and Cash Equivalents

All highly liquid investments purchased with a maturity of three months or less are cash equivalents. At December 31, 2022 and 2021, cash and cash equivalents consist principally of cash and short-term money market accounts.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets include amounts paid in advance for operating expenses as well as monies to be received from the State of Connecticut for research and development tax credits. These research and development tax credits are exchanged for a cash refund and are typically collected within one year from the date the tax return is filed with the state. The credits are recognized as an offset to research and development expenses in the consolidated statements of operations and comprehensive loss in the annual period the corresponding expenses were incurred.

Foreign Currency Translation and Transactions

For the Company’s international operations, the local currency has been determined to be the functional currency. The results of its non-U.S. dollar-based operations are translated to U.S. dollars at the average exchange rates during the period. Assets and liabilities are translated at the rate of exchange prevailing on the balance sheet date. Equity is translated at the prevailing rate of exchange at the date of the equity transaction. Translation adjustments are reflected in Stockholders’ equity and are included as a component of Other comprehensive (loss)/income. The translational effects of revaluing non-functional currency assets and liabilities into the functional currency are recorded as Other (expense), net in the consolidated statements of operations and comprehensive loss.

The Company realizes foreign currency gains/(losses) in the normal course of business based on movement in the applicable exchange rates. These transactional gains/(losses) are included as a component of Other (expense), net in the consolidated statements of operations and comprehensive loss. As of December 31, 2022 and 2021 and for the years ended December 31, 2022, 2021 and 2020, there was no material effect of foreign currency translation and transactions on the consolidated financial statements.

Investments in Marketable Securities

The Company’s investments in marketable securities are classified as trading securities and consist of ownership interests in fixed income mutual funds. The securities are stated at fair value, as determined by quoted market prices. As the securities have readily determinable fair value, unrealized gains and losses are reported as Other (expense), net on the consolidated statements of operations and comprehensive loss. Subsequent gains or losses realized upon redemption or sale of these securities are also recorded as Other (expense), net on the consolidated statements of operations and comprehensive loss. Dividends on marketable securities are recognized as income when declared. The Company considers all of its investments in marketable securities as available for use in current operations and therefore classifies these securities within current assets on the consolidated balance sheets.

For the years ended December 31, 2022, 2021 and 2020, the Company reported unrealized losses of $16,161, $5,023 and $0, respectively, related to securities held as of December 31, 2022, 2021 and 2020. Realized losses related to securities that matured or were sold during the year ended December 31, 2022 were $4,442. There were no realized losses related to securities that matured or were sold during the years ended December 31, 2021 and 2020. For the years ended December 31, 2022, 2021 and 2020, the Company recognized $5,301, $2,549 and $97, respectively, in dividend income from marketable securities.

Property and Equipment, net

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation expense is computed using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized over the shorter of the asset’s useful life or the life of the lease term.

Useful lives of property and equipment are as follows:

Property and equipment		Estimated useful life
Laboratory and production equipment		3-5 years
Computer equipment		3-5 years
Software		3 years
Furniture and fixtures		7 years

Expenditures for major renewals and improvements are capitalized. Expenditures for repairs and maintenance are expensed as incurred. Costs for property and equipment not yet placed into service have been recorded as construction in process and will be depreciated in accordance with the above guidelines once placed into service. When assets are retired or otherwise disposed of, the cost of these assets and related accumulated depreciation and amortization is eliminated from the balance sheet, and any resulting gains or losses are included in the consolidated statements of operations and comprehensive loss in the period of disposal.

Leases

The Company adopted Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) effective December 31, 2021, when the Company lost its emerging growth company status. The Company’s adoption of ASU 2016-02 was effective retrospectively to January 1, 2021, the beginning of the year. In accordance with ASU 2016-02, for arrangements in existence as of January 1, 2021 and any new arrangements entered into thereafter, the Company determines if an arrangement is a lease at inception and records right-of-use (“ROU”) assets and lease liabilities on the consolidated balance sheets at lease commencement. The capital lease became a finance lease by establishing the ROU asset and liability which was not material to the consolidated balance sheets as of January 1, 2021. Prior periods presented in the Company’s consolidated financial statements continue to be presented in accordance with the former lease standard, Accounting Standards Codification “ASC” Topic 840, Leases (“ASC 840”).

The Company’s leases generally do not have a readily determinable implicit discount rate. As such, the Company uses an incremental borrowing rate based on the information available at the lease commencement date to determine the present value of the lease payments. The Company’s incremental borrowing rate is the estimated rate that would be required to pay for a collateralized borrowing equal to the total lease payment over the lease term. The Company measures ROU assets based on the corresponding lease liability adjusted for (i) payments made to the lessor at or before the commencement date, (ii) initial direct costs incurred and (iii) tenant incentives under the lease. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term for operating leases. Finance leases will result in a front-loaded expense pattern. With respect to finance leases, amortization of the ROU asset is presented separately from interest expense related to the finance lease liability. In addition, the Company does not have significant residual value guarantees or restrictive covenants in the lease portfolio.

Certain of the Company’s lease agreements contain tenant improvement incentives and allowances, rent holidays, or rent escalation clauses. For tenant improvement incentives, if the incentive is determined to be a leasehold improvement owned by the lessee and the Company is reasonably certain to use the incentive, the Company generally records the incentive as a reduction to the fixed lease payments liability as a reduction to lease cost. Reimbursable construction costs incurred are recorded as leasehold improvements and are amortized over the term of the lease. For rent holidays and rent escalation clauses during the lease term, the Company records rental expense on a straight-line basis over the term of the lease. For these lease incentives, the Company uses the date of initial possession as the commencement date, which is generally when the Company is given the right of access to the space and begins to make improvements in preparation for intended use.

For the year ended December 31, 2020, leases were evaluated and classified as operating leases or capital leases for financial reporting purposes. Leases that met one or more of the capital lease criteria under this guidance were recorded as capital leases. All other leases were recorded as operating leases. The Company recorded each capital lease as an asset and an obligation at an amount that is equal to the present value of the minimum lease payments over the lease term. The Company’s operating leases were short term in nature as they had month-to-month rental terms. The Company expensed monthly rental payments as incurred in Selling, general and administrative and in Research and development in the consolidated statements of operations and comprehensive loss. The Company’s lease agreements contain variable lease costs for common area maintenance, utilities, taxes and insurance, which were expensed as incurred. The Company had a capital lease which has been recorded on the consolidated balance sheets as of December 31, 2020 and became a finance lease as of the transition date of January 1, 2021. The capital lease became a finance lease by establishing the ROU asset and liability which was not material to the consolidated balance sheets. There were no finance leases as of December 31, 2022 or 2021.

As a result of its adoption of the new lease standard effective January 1, 2021, the Company has implemented new accounting policies and processes which changed the Company’s internal control over financial reporting for lease accounting.

Goodwill

Goodwill, which represents the excess of purchase price over the fair value of net assets acquired, is carried at cost. Goodwill is not amortized; rather, it is subject to a periodic assessment for impairment by applying a fair value-based test. Beginning in 2022, the Company reviews goodwill for possible impairment annually during the fourth quarter as of October 1, or whenever events or circumstances indicate that the carrying amount may not be recoverable.

In order to test goodwill for impairment, an entity is permitted to first assess qualitative factors to determine whether a quantitative assessment of goodwill is necessary. The qualitative factors considered by the Company may include, but are not limited to, general economic conditions, the Company’s outlook, market performance of the Company’s industry and recent and forecasted financial performance. Further testing is only required if the entity determines, based on the qualitative assessment, that it is more likely than not that a reporting unit’s fair value is less than its carrying amount. Otherwise, no further impairment testing is required. If a quantitative assessment is required, the Company determines the fair value of its reporting unit using a combination of the income and market approaches. If the net book value of the reporting unit exceeds its fair value, the Company recognizes a goodwill impairment charge for the reporting unit equal to the lesser of (i) the total goodwill allocated to that reporting unit and (ii) the amount by which that reporting unit’s carrying amount exceeds its fair value.

Majelac Technologies LLC (“Majelac”) was fully integrated into the Company after the acquisition. As a result, the Company operates as a single reporting unit. Accordingly, all of the goodwill is associated with the entire Company. The Company performed its annual goodwill impairment test during the fourth quarter of 2022 quantitatively evaluating its reporting unit. The Company determined the fair value of its reporting unit using a combination of the income and market approaches. The Company placed a 100% weighting on the market approach method, as the results of the income approach were not representative of the fair value of the Company. The determination of fair value using a market approach requires management to make significant assumptions related to the determination of an appropriate group of peer companies, and market revenue multiples from within the selected group of peer companies. As of October 1, 2022, the carrying value of the net asset of the Company’s reporting unit exceeded its enterprise wide fair value and the Company recognized a goodwill impairment charge, fully impairing goodwill of $9,483 on the consolidated statements of operations and comprehensive loss for the year ended December 31, 2022. No impairments were recorded for the years ended December 31, 2021 or 2020.

Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment when the Company determines a triggering event has occurred. When a triggering event has occurred, each impairment test is based on a comparison of the future expected undiscounted cash flow to the recorded value of the asset. If the recorded value of the asset is less than the undiscounted cash flow, the asset is written down to its estimated fair value. No impairments were recorded for the years ended December 31, 2022, 2021 and 2020.

Capitalized Software Development Costs

The Company has considered costs of software to be sold, leased, or marketed. For the years ended December 31, 2022, 2021 and 2020, the Company had not yet achieved technical feasibility and therefore, all costs were expensed in research and development. With respect to costs of software developed for internal use, the Company determined that all costs for the years ended December 31, 2022, 2021 and 2020 were in the preliminary project stage and not eligible for capitalization and therefore expensed as incurred in research and development.

Research and Development

Research and development expenses primarily consist of personnel costs and benefits, stock-based compensation, lab supplies, consulting and professional services, fabrication services, facilities costs, software, and other outsourced expenses. Research and development expenses are expensed as incurred. All of our research and development expenses are related to developing new products and services.

Selling, General and Administrative

Selling, general and administrative expenses primarily consist of personnel costs and benefits, stock-based compensation, patent and filing fees, consulting and professional services,legal and accounting services, facilities costs, depreciation and amortization expense, insurance and office expenses, product advertising and marketing.Advertising costs are expensed as incurred. For the years ended December 31, 2022, 2021 and 2020, advertising expenses were $7, $0 and $87, respectively.

Net Loss per Share

Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock of the Company outstanding during the period, without consideration of potentially dilutive securities.

Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares plus the common equivalent shares of the period, including any dilutive effect from such shares. The Company’s diluted net loss per share is the same as basic net loss per share for all periods presented, since the effect of potentially dilutive securities is anti-dilutive. Refer to Note 11, “Net Loss Per Share” for further discussion.

Convertible Preferred Stock

The Company applied the guidance in ASC Topic 480-10-S99-3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities, and had therefore classified the Series A, Series B, Series C, Series D, and Series E Convertible Preferred Stock (“Convertible Preferred Stock”) as mezzanine equity. The Convertible Preferred Stock was recorded outside of stockholders’ equity (deficit) because the Convertible Preferred Stock included a redemption provision upon a change of control, which was deemed a liquidation event that was considered outside the Company’s control. The Convertible Preferred Stock was recorded at their original issue price, net of issuance costs. The Company did not adjust the carrying values of the Convertible Preferred Stock to the liquidation price associated with a change of control because a change of control of the Company was not considered probable as of December 31, 2020. Subsequent adjustments to increase or decrease the carrying values to their respective liquidation prices were made when the change of control occurred in June 2021.

Stock-Based Compensation

The Company accounted for stock-based compensation to employees, non-employee directors and non-employees granted share-based payments for services in accordance with ASU 2018-07, Compensation — Stock Compensation (Topic 718). After the Business Combination, the Company estimates the fair value of stock option awards using the Black-Scholes option pricing model on the date of the grant. Restricted stock unit awards (“RSUs”) are based on the closing price of the Company’s common stock on the date of the grant. Stock options granted to employees generally fully vest over four years and have a term of ten years. The fair value of awards with market conditions is primarily estimated using the Monte Carlo simulation method and expensed on a straight-line or graded accelerated basis over the requisite service period of the award. The Company accounts for all forfeitures when they occur.

The Company recognizes stock-based compensation expense for stock option grants with only service conditions on a straight-line basis over the requisite service period of the individual grants, which is generally the vesting period, based on the estimated grant date fair values. The Company recognizes stock-based compensation expense for stock option grants subject to non-financing event performance conditions on an accelerated basis as though each separate vesting portion of the award was, in substance, a separate award. Under this guidance, the existing employee guidance will now apply to non-employee share-based transactions. For nonemployee awards that had been issued prior to adoption of ASU 2018-07 and remained outstanding subsequent to adoption, the Company utilized the adoption date fair value of the nonemployee awards as a substitute for grant date fair value for future compensation expense recognition as permitted under the transition guidance. The Company recognizes the effect of forfeiture in compensation costs based on actual forfeitures when they occur.

Prior to the Business Combination, the fair value of the shares of common stock underlying stock options had historically been determined by the Board of Directors (the “Board”), with input from management and contemporaneous third-party valuations, as there was no public market for the common stock. Given the absence of a public trading market for the Company’s common stock, and in accordance with the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately Held Company Equity Securities Issued as Compensation, the Board exercised reasonable judgment and considered numerous objective and subjective factors to determine the best estimate of the fair value of the Company’s common stock at each option grant date.

In valuing the Company’s common stock for 2020, the Board determined the value using the market approach-subject company transaction method. Under this method, the Company “solved for” the total equity value which allocates a probability-weighted present value to the Series E convertible preferred stockholders consistent with the investment amount of the financing round that was known at the respective valuation date.

Application of this approach involves the use of estimates, judgment and assumptions that are highly complex and subjective, such as market multiples, the selection of comparable companies and the probability of possible future events. Changes in any or all these estimates and assumptions or the relationships among those assumptions could have a material impact on the valuation of the Company’s common stock as of each valuation date.

Income Taxes

The Company utilizes the asset and liability method of accounting for income taxes, as set forth in ASC Topic 740, Income Taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities using the enacted statutory tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is established against net deferred tax assets if, based on the weight of available evidence, it is more likely than not that some or all of the net deferred tax assets will not be realized.

The Company accounts for uncertainty in income taxes recognized in the financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not-to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. As of December 31, 2022 and 2021, the Company had no uncertain tax positions.

Warrant Liabilities

The Company’s outstanding warrants include publicly traded warrants (the “Public Warrants”) which were issued as one-third of one redeemable warrant per unit issued during HighCape’s initial public offering on September 9, 2020, and warrants sold in a private placement (the “Private Warrants”) to HighCape’s sponsor, HighCape Capital Acquisition LLC (the “Sponsor”). The Company evaluated its warrants under ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity (“ASC 815-40”) and concluded that they do not meet the criteria to be classified in stockholders’ equity. Since the Public Warrants and Private Warrants meet the definition of a derivative under ASC 815-40, the Company recorded these warrants as long-term liabilities on the consolidated balance sheet at fair value upon the Closing of the Business Combination, with subsequent changes in their respective fair values recognized in the consolidated statements of operations and comprehensive loss at each reporting date.

Recently Issued Accounting Pronouncements

Accounting pronouncements issued but not yet adopted

No new accounting pronouncement issued or effective during the year ended December 31, 2022 had, or is expected to have, a material impact on the Company’s consolidated financial statements.

RELATED PARTY TRANSACTIONS	12 Months Ended
RELATED PARTY TRANSACTIONS	Dec. 31, 2022
RELATED PARTY TRANSACTIONS [Abstract]
RELATED PARTY TRANSACTIONS	14. RELATED PARTY TRANSACTIONS The Company utilizes and subleases office and laboratory space in a building owned by a related party. The Company paid $322 under month-to-month lease arrangements for this space for the years ended December 31, 2022, 2021 and 2020, respectively. The Company was a party to an Amended and Restated Technology Services Agreement (the “ARTSA”), most recently amended on November 11, 2020, by and among 4Catalyzer Corporation (“4C”), the Company and other participant companies controlled by the Rothberg family. The Company entered into a First Addendum to the ARTSA on February 17, 2021 pursuant to which the Company agreed to terminate its participation under the ARTSA no later than immediately prior to the Effective Time of the Business Combination, resulting in the termination of the Company’s participation under the ARTSA on June 10, 2021. In connection with the termination of the Company’s participation under the ARTSA, the Company terminated its lease agreement with 4C and negotiated an arm’s length lease agreement. Under the ARTSA, the Company and the other participant companies had agreed to share certain non-core technologies, which means any technologies, information or equipment owned or otherwise controlled by the participant company that are not specifically related to the core business area of the participant and subject to certain restrictions on use. The ARTSA also provided for 4C to perform certain services for the Company and each other participant company such as monthly administrative, management and technical consulting services to the Company which were pre-funded approximately once per quarter. The Company incurred expenses of $567, $2,009 and $1,516, which included $167, $148 and $155 under month-to-month sublease arrangements for office and laboratory spaces from 4C, during the years ended December 31, 2022, 2021 and 2020, respectively. The amounts advanced and due to 4C at December 31, 2022 and 2021 related to operating expenses were $70, which is included in Accrued expenses and other current liabilities and $128, which is included in Accounts payable on the consolidated balance sheets, respectively. The amounts advanced and due from 4C at December 31, 2022 and 2021, related to operating expenses were $37 and $0, respectively, and are included in Prepaid expenses and other current assets on the consolidated balance sheets. The ARTSA also provided for the participant companies to provide other services to each other. The Company also had transactions with other entities under common ownership, which included payments made to third parties on behalf of the Company. The amounts remaining payable at December 31, 2022 and 2021 were $0 and $17 and are included in Accounts payable on the consolidated balance sheets, respectively. In addition, the Company had transactions with these other entities under common ownership which included payments made by the Company to third parties on behalf of the other entities. The amounts remaining payable at December 31, 2022 and 2021 were in the aggregate $0 and $15, respectively, and are reflected in Prepaid expenses and other current assets on the consolidated balance sheets. On September 20, 2021, the Company entered into a Binders Collaboration (the “Collaboration”) with Protein Evolution, Inc. (“PEI”) to develop technology and methods in the field of nanobodies and potentially other binders to produce novel biological reagents and related data. The Collaboration was made pursuant to and governed by the Technology and Services Exchange Agreement, effective as of June 10, 2021, by and among the Company and the participants named therein, including PEI. Dr. Rothberg serves as Chairman of the Board of Directors of PEI and the Rothberg family are controlling stockholders of PEI. Effective March 31, 2022, the Collaboration with PEI was terminated, and the Company agreed to pay a final payment of $1,135 under the Collaboration for all services rendered. The Company did not make any payments under the Collaboration for the year ended December 31, 2021. There was no amount payable at December 31, 2022 or 2021. Effective October 1, 2022, the Company entered into a Protein Engineering Collaboration (the “New Collaboration”) with PEI to develop technology and methods in the field of nanobodies and potentially other binders to produce novel biological reagents and related data. The New Collaboration was made pursuant to and governed by the Technology and Services Exchange Agreement, effective as of June 10, 2021, by and among the Company and the participants named therein, including PEI. Dr. Rothberg serves as Chairman of the Board of Directors of PEI and the Rothberg family are controlling stockholders of PEI. The amounts advanced and due from PEI at December 31, 2022 related to operating expenses were $45 and are included in Prepaid expenses and other current assets on the consolidated balance sheets. Dr. Rothberg and the Company entered into an Executive Chairman Agreement as of June 10, 2021 (the “Executive Chairman Agreement”) in which Dr. Rothberg provided consulting services to the Company for $400 annually. Effective as of November 1, 2022, the Executive Chairman Agreement was terminated. Effective November 1, 2022, the Company entered into an Advisory Agreement with Dr. Rothberg (the “Advisory Agreement”), pursuant to which Dr. Rothberg serves as Chairman of the Board and advises the Chief Executive Officer and the Board on strategic matters, and provides consulting, business development and similar services on matters relating to our current, future and potential scientific and strategic initiatives and such other consulting services reasonably requested from time to time. Pursuant to the Advisory Agreement, as compensation for the services provided thereunder, in March 2023, the Company will grant Dr. Rothberg an option to purchase 250,000 shares of Class A common stock pursuant to the 2021 Plan. In connection with the Advisory Agreement, Dr. Rothberg’s title was changed from Executive Chairman to Chairman of the Board. Dr. Rothberg also receives fees as the Company’s Chairman of the Board of Directors and a member of the Board and Nominating and Corporate Governance Committee. The Company paid $397 and $139 to Dr. Rothberg for the years ended December 31, 2022 and 2021, respectively, for all services provided to the Company. Dr. Rothberg did not receive any additional compensation for serving as the Company’s Interim Chief Executive Officer in 2022.

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Class A Common Stock [Member]
Stockholders' equity
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	600,000,000	600,000,000
Common stock, shares issued (in shares)	120,006,757	118,025,410
Common stock, shares outstanding (in shares)	120,006,757	118,025,410
Class B Common Stock [Member]
Stockholders' equity
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	27,000,000	27,000,000
Common stock, shares issued (in shares)	19,937,500	19,937,500
Common stock, shares outstanding (in shares)	19,937,500	19,937,500

LEASES, Future Minimum Lease Payments Under Non-Cancellable Leases (Details)
$ in Thousands

Dec. 31, 2022

USD ($)

Future Minimum Lease Payments [Abstract]

$ 4,284

4,394

4,507

4,590

4,554

12,811

Total undiscounted lease payments

35,140

Less: Imputed interest

8,590

Less: Lease incentives

9,104

^[1]

Lease liabilities

$ 17,446

[1]	Includes lease incentives that may be realized in 2023 for the costs of leasehold improvements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Finance leases	$ 0	$ 0

PROPERTY AND EQUIPMENT, NET (Tables)

12 Months Ended

Dec. 31, 2022

PROPERTY AND EQUIPMENT, NET [Abstract]

Property and Equipment, Net

Property and equipment, net, are recorded at historical cost and consist of the following:

	December 31, 2022			December 31, 2021
Laboratory and production equipment	$	14,031		$	7,465
Computer equipment		1,073			637
Software		188			156
Furniture and fixtures		218			125
Leasehold improvements		1,308			790
Construction in process		6,234			3,610
Property and equipment, gross		23,052			12,783
Less: Accumulated depreciation and amortization		(6,203	)		(3,875	)
Property and equipment, net	$	16,849		$	8,908

INCOME TAXES, Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Deferred Tax Assets [Abstract]
Net operating loss carryforwards	$ 77,008	$ 63,819
Tax credit carryforwards	13,358	10,203
Stock-based compensation	7,309	6,673
Operating lease liabilities	4,344	2,184
Loss on marketable securities (unrealized)	5,724	1,358
Section 174	12,005	0
Other	3,925	860
Total deferred tax assets	123,673	85,097
Deferred Tax Liabilities [Abstract]
Operating lease right-of-use assets	(4,258)	(2,093)
Fixed assets	(381)	(245)
Other	0	(15)
Total deferred tax liabilities	(4,639)	(2,353)
Net deferred tax assets	119,034	82,744
Valuation allowance	(119,034)	(82,744)
Net deferred tax assets (liabilities)	0	0
Increase in valuation allowance	$ 36,290	$ 31,370

INCOME TAXES, Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
INCOME TAXES [Abstract]
Provision for income taxes	$ 0	$ 0	$ 0
Effective Income Tax Rate Reconciliation [Abstract]
Statutory tax rate	21.00%	21.00%	21.00%
State taxes, net of federal benefit	4.10%	7.00%	6.70%
Federal research and development credit	1.90%	2.80%	3.00%
Stock-based compensation	(0.50%)	1.60%	(0.70%)
Other	0.90%	0.60%	(0.10%)
Valuation allowance	(27.40%)	(33.00%)	(29.90%)
Effective tax rate	0.00%	0.00%	0.00%

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities:
Net loss	$ (132,442)	$ (94,989)	$ (36,613)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	2,584	1,041	894
Loss on marketable securities (realized and unrealized)	20,603	5,023	0
Loss on disposal of fixed assets	91	70	2
Goodwill impairment	9,483	0	0
Change in fair value of warrant liabilities	(6,243)	(4,379)	0
Change in fair value of contingent consideration	176	36	0
Change in fair value of stock consideration	(320)	0	0
Stock-based compensation	11,206	24,918	1,924
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(1,005)	(4,893)	(12)
Other assets	(7)	(690)	0
Other assets - related party	0	738	256
Operating lease right-of-use assets	(8,784)	(6,973)	0
Accounts payable	721	709	536
Accrued expenses and other current liabilities	4,009	4,498	440
Operating lease liabilities	9,368	8,078	0
Net cash used in operating activities	(90,560)	(66,813)	(32,573)
Cash flows from investing activities:
Purchases of property and equipment	(10,741)	(5,763)	(461)
Purchases of marketable securities	(834)	(440,542)	0
Sales of marketable securities	148,760	0	0
Business acquisition	0	(4,632)	0
Net cash provided by (used in) investing activities	137,185	(450,937)	(461)
Cash flows from financing activities:
Proceeds from exercise of stock options	2,757	5,618	63
Proceeds from issuance of Series E convertible preferred stock	0	0	35,311
Net proceeds from equity infusion from the Business Combination	0	512,788	0
Proceeds from issuance of notes payable	0	0	1,749
Payment of notes payable	0	(1,749)	0
Stock issuance costs for Series E convertible preferred stock	0	(4)	(52)
Payment of contingent consideration - business acquisition	(348)	0	0
Payment of deferred consideration - business acquisition	(500)	0	0
Principal payments under finance lease obligations	0	(28)	(57)
Net cash provided by financing activities	1,909	516,625	37,014
Net increase (decrease) in cash and cash equivalents	48,534	(1,125)	3,980
Cash and cash equivalents at beginning of period	35,785	36,910	32,930
Cash and cash equivalents at end of period	84,319	35,785	36,910
Supplemental disclosure of cash flow information:
Cash received from exchange of research and development tax credits	0	173	0
Supplemental disclosure of noncash information:
Noncash acquisition of property and equipment	1,260	1,385	30
Forgiveness of related party promissory notes	0	150	20
Noncash equity issuance - business acquisition	151	4,232	0
Noncash equity related warrants from the Business Combination	0	11,618	0
Conversion of the convertible preferred stock into Class A and Class B common stock	0	195,810	0
Noncash contingent consideration and holdbacks - business acquisition	$ 0	$ 1,552	$ 0

EQUITY INCENTIVE PLAN, RSU Activity (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) Director $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 shares
RSU Awards [Member]
RSU Activity [Abstract]
Number of members of board of directors receiving grant of RSU award \| Director	2
Stock-based compensation \| $	$ 3,928	$ 18,859
Number of Shares Underlying RSUs [Roll Forward]
Outstanding non-vested RSUs, beginning balance (in shares)	4,586,972
Granted (in shares)	66,666	4,861,315	0
Vested (in shares)	(798,575)
Forfeited (in shares)	(1,836,614)
Outstanding non-vested RSUs, ending balance (in shares)	2,018,449	4,586,972
Weighted Average Grant-Date Fair Value [Abstract]
Outstanding non-vested RSUs, beginning balance (in dollars per share) \| $ / shares	$ 8
Granted (in dollars per share) \| $ / shares	3
Vested (in dollars per share) \| $ / shares	8.24
Forfeited (in dollars per share) \| $ / shares	7.26
Outstanding non-vested RSUs, ending balance (in dollars per share) \| $ / shares	$ 8.41	$ 8
RSU Awards [Member] \| Former Chief Executive Officer [Member]
RSU Activity [Abstract]
Stock-based compensation \| $	$ (4,742)
Number of Shares Underlying RSUs [Roll Forward]
Forfeited (in shares)	(1,731,371)
RSU Awards Subject to Service and Performance Conditions [Member]
RSU Activity [Abstract]
Stock-based compensation \| $		$ 18,587
RSU Awards Subject to Service and Performance Conditions [Member] \| Former Chief Executive Officer [Member]
Number of Shares Underlying RSUs [Roll Forward]
Granted (in shares)		1,703,460
RSU Awards Subject to Service and Performance Conditions [Member] \| General Counsel [Member]
Number of Shares Underlying RSUs [Roll Forward]
Granted (in shares)		170,346
RSU Awards Subject to Service and/or Performance Condition [Member] \| Interim Executive Chairman and Two Members of Board of Directors [Member]
Number of Shares Underlying RSUs [Roll Forward]
Granted (in shares)		1,800,000
RSU Awards Subject to Service, Market and Performance Conditions [Member] \| Former Chief Executive Officer [Member]
Number of Shares Underlying RSUs [Roll Forward]
Granted (in shares)		453,777

PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property and Equipment, Net [Abstract]
Property and equipment	$ 23,052	$ 12,783
Less: Accumulated depreciation and amortization	(6,203)	(3,875)
Property and equipment, net	16,849	8,908
Depreciation and amortization expense	2,584	1,041	$ 894
Loss on disposal of property and equipment	(91)	(70)	$ (2)
Disposals of Property and Equipment [Member]
Property and Equipment, Net [Abstract]
Property and equipment	347	468
Less: Accumulated depreciation and amortization	(256)	(398)
Loss on disposal of property and equipment	(91)	(70)
Laboratory and Production Equipment [Member]
Property and Equipment, Net [Abstract]
Property and equipment	14,031	7,465
Computer Equipment [Member]
Property and Equipment, Net [Abstract]
Property and equipment	1,073	637
Software [Member]
Property and Equipment, Net [Abstract]
Property and equipment	188	156
Furniture and Fixtures [Member]
Property and Equipment, Net [Abstract]
Property and equipment	218	125
Leasehold Improvements [Member]
Property and Equipment, Net [Abstract]
Property and equipment	1,308	790
Construction in Process [Member]
Property and Equipment, Net [Abstract]
Property and equipment	$ 6,234	$ 3,610

INCOME TAXES

12 Months Ended

Dec. 31, 2022

INCOME TAXES [Abstract]

INCOME TAXES

13. INCOME TAXES

The Company had no income tax expense due to federal and state net operating losses incurred for the years ended December 31, 2022, 2021, and 2020. The Company has also not recorded any income tax benefits for its federal and state deferred tax losses incurred in each period due to uncertainty of realizing the benefit from those items. All of the Company’s losses before income taxes were generated in U.S. and non-U.S. jurisdictions for the year ended December 31, 2022 and in the U.S. only for the years ended December 31, 2021 and 2020.

The effective tax rate for the Company for the years ended December 31, 2022, 2021 and 2020 was zero percent. A reconciliation of the income tax expense at the federal statutory tax rate to the Company’s effective income tax rate follows:

	Years Ended December 31,
	2022			2021			2020
Statutory tax rate		21.0	%		21.0	%		21.0	%
State taxes, net of federal benefit		4.1			7.0			6.7
Federal research and development credit		1.9			2.8			3.0
Stock-based compensation		(0.5	)		1.6			(0.7	)
Other		0.9			0.6			(0.1	)
Valuation allowance		(27.4	)		(33.0	)		(29.9	)
Effective tax rate		0.0	%		0.0	%		0.0	%

The Company’s effective tax rate for December 31, 2022, 2021 and 2020 differs from the federal statutory tax rate of 21% mainly due to the effect of deferred state income tax benefits resulting from state net operating loss carryforwards and the tax benefits related to research and development tax credits. These benefits to the effective tax rate are fully offset by the increase in the Company’s valuation allowance from the prior year.

Significant components of the Company’s deferred tax assets (liabilities) are as follows:

	As of December 31,
	2022			2021
Deferred tax assets
Net operating loss carryforwards	$	77,008		$	63,819
Tax credit carryforwards		13,358			10,203
Stock-based compensation		7,309			6,673
Operating lease liabilities		4,344			2,184
Loss on marketable securities (unrealized)		5,724			1,358
Section 174		12,005			-
Other		3,925			860
Total deferred tax assets	$	123,673		$	85,097

Deferred tax liabilities
Operating lease right-of-use assets	$	(4,258	)	$	(2,093	)
Property and equipment		(381	)		(245	)
Other		-			(15	)
Total deferred tax liabilities	$	(4,639	)	$	(2,353	)

Net deferred tax assets	$	119,034		$	82,744
Valuation allowance		(119,034	)		(82,744	)
Net deferred tax assets (liabilities)	$	-		$	-

The Company has established a full valuation allowance against its net deferred tax assets due to the uncertainty of the Company’s ability to generate sufficient taxable income to realize the deferred tax asset, and therefore has not recognized any benefits from the net operating losses, tax credits and other deferred tax assets. The Company’s valuation allowance was $119,034 and $82,744 for the years ended December 31, 2022 and 2021, respectively. The Company’s valuation allowance increased $36,290 and $31,370 for the years ended December 31, 2022 and 2021, respectively.

As of December 31, 2022, the Company had the following tax net operating loss carryforwards available to reduce future federal and Connecticut taxable income, and tax credit carryforwards available to offset future federal and Connecticut income taxes:

	Amount		Begin to Expire In
Tax net operating loss carryforwards:
Federal (pre-2018 NOLs)	$	65,494		2033
Federal (post-2017 NOLs)		219,600		No Expiration
State		288,685		2033

Tax carryforwards:
Federal research and development	10,769	2033
Connecticut research and development	3,119	N/A
Connecticut other credits	18	2023
Federal contribution carryforward	30	2023
CA research and development	140	N/A

Under Internal Revenue Code Section 382, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss and tax credit carryforwards to offset its post-change income and tax liabilities may be limited. Generally, an ownership change occurs when certain shareholders increase their aggregated ownership by more than 50 percentage points over their lowest ownership percentage in a testing period (typically three years). As a result of the Business Combination, as well as any other equity issuances during the year, the Company evaluated whether an ownership change occurred under Section 382 of the Internal Revenue Code of 1986, as amended, and whether the Company’s ability to use its pre-change net operating loss and tax credit carryforwards would be limited in future periods. The Company completed its analysis and no ownership change occurred that would limit the use of any net operating losses or tax credit carryforwards as of December 31, 2022 and 2021.

The Company has adopted the accounting guidance within ASC Topic 740 on uncertainties in income taxes. ASC Topic 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

As of December 31, 2022 and 2021, the Company did not have any unrecognized tax benefits. To the extent penalties and interest would be assessed on any underpayment of income tax, the Company’s policy is that such amounts would be accrued and classified as a component of income tax expense in the consolidated financial statements. To date, the Company has not recorded any such interest or penalties.

The Company files income tax returns in the U.S. Federal and various state and foreign jurisdictions. As a result of the Company’s net operating loss carryforwards, the Company’s federal and state statutes of limitations generally remain open for all tax years until its net operating loss and tax credit carryforwards are utilized or expire prior to utilization. The Company does not currently have any federal, state or foreign income tax examinations in progress.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted which included provisions related to net operating loss carryovers and carrybacks, refundable payroll tax credits, deferral of payroll taxes, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, and technical corrections to tax depreciation methods for qualified improvement property. The Company has evaluated the relevant provisions of the CARES Act and has not recognized any benefit related to these provisions. Therefore, no related income tax effects have been recognized in the financial statements for the years ended December 31, 2022 and 2021.

Additionally, as a result of legislation in the state of Connecticut, companies have the opportunity to exchange certain research and development tax credit carryforwards for a cash payment of 65% of the research and development tax credit. The research and development expenses that qualify for Connecticut credits are limited to those costs incurred within Connecticut. The Company has elected to participate in the exchange program and, as a result, has recognized net benefits of $206, $872 and $182 for the years ended December 31, 2022, 2021 and 2020, respectively, which is included in Research and development in the consolidated statements of operations and comprehensive loss. As of December 31, 2022 and 2021, the Company has recorded $206 and $872 of the research and development tax credit receivables in Prepaid expenses and other current assets on the Company’s consolidated balance sheets, respectively. The Company has recognized a return to provision amount of $375 in the fourth quarter of 2022 related to the year ended December 31, 2021, making the receivable amount $1,247 as of December 31, 2022.

- Definition

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

+ References

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

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

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

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

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

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

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

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

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

+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Impairment of Long-Lived Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Impairment of Long-Lived Assets [Abstract]
Impairments	$ 0	$ 0	$ 0

EQUITY INCENTIVE PLAN, Assumptions Used to Value Option Grants (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Employees [Member]
Employees and Nonemployees [Abstract]
Expected dividend yield	0.00%
Employees [Member] \| Minimum [Member]
Employees and Nonemployees [Abstract]
Risk-free interest rate	1.70%	0.90%
Expected term	5 years 6 months	5 years 6 months
Expected volatility	58.00%	54.00%
Employees [Member] \| Maximum [Member]
Employees and Nonemployees [Abstract]
Risk-free interest rate	4.20%	1.40%
Expected term	6 years 4 months 24 days	6 years 3 months 18 days
Expected volatility	64.00%	70.00%
Nonemployees [Member]
Employees and Nonemployees [Abstract]
Expected dividend yield		0.00%	0.00%
Expected volatility			70.00%
Nonemployees [Member] \| Minimum [Member]
Employees and Nonemployees [Abstract]
Risk-free interest rate			0.30%
Expected term			5 years
Nonemployees [Member] \| Maximum [Member]
Employees and Nonemployees [Abstract]
Risk-free interest rate			0.60%
Expected term			6 years

ORGANIZATION AND DESCRIPTION OF BUSINESS	12 Months Ended
ORGANIZATION AND DESCRIPTION OF BUSINESS	Dec. 31, 2022
ORGANIZATION AND DESCRIPTION OF BUSINESS [Abstract]
ORGANIZATION AND DESCRIPTION OF BUSINESS	1. ORGANIZATION AND DESCRIPTION OF BUSINESS Quantum-Si Incorporated (including its subsidiaries, the “Company” or “Quantum-Si”) was originally incorporated in Delaware on June 10, 2020 as a special purpose acquisition company under the name HighCape Capital Acquisition Corp. (“HighCape”) for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving HighCape and one or more businesses. On June 10, 2021 (the “Closing”), the Company consummated the transaction contemplated by the Business Combination Agreement, dated February 18, 2021 (the “Business Combination Agreement”), by and among HighCape, Tenet Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and Quantum-Si Incorporated, a Delaware corporation (“Legacy Quantum-Si”). Pursuant to the terms of the Business Combination Agreement, a business combination between HighCape was affected through the merger of Merger Sub with and into Legacy Quantum-Si, with Legacy Quantum-Si surviving as the surviving company and a wholly owned subsidiary of HighCape (the “Merger” and collectively with the other transaction described in the Business Combination Agreement, the “Business Combination”). Effective as of the Closing, HighCape changed its name to Quantum-Si Incorporated and Legacy Quantum-Si changed its name to Q-SI Operations Inc. The financial information prior to the Business Combination represents the financial results and condition of Legacy Quantum-Si. The Company is an innovative life sciences company with the mission of transforming single-molecule analysis and democratizing its use by providing researchers and clinicians access to the proteome, the set of proteins expressed within a cell. The Company has developed a proprietary universal single- molecule detection platform that the Company is first applying to proteomics to enable Next-Generation Protein Sequencing (“NGPS”), the ability to sequence proteins in a massively parallel fashion (rather than sequentially, one at a time), and can be used for the study of nucleic acids. The Company’s platform is comprised of the Carbon™ automated sample preparation instrument, the Platinum™ NGPS instrument, the Quantum-Si Cloud™ software service, and reagent kits and chips for use with its instruments. Although the Company has incurred recurring losses each year since its inception, the Company expects its cash and cash equivalents, and marketable securities will be able to fund its operations for at least the next twelve months.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Operating expenses:
Research and development	$ 72,062	$ 46,575	$ 27,555
Selling, general and administrative	42,296	50,333	9,136
Goodwill impairment	9,483	0	0
Total operating expenses	123,841	96,908	36,691
Loss from operations	(123,841)	(96,908)	(36,691)
Interest expense	0	(5)	(9)
Dividend income	5,301	2,549	97
Change in fair value of warrant liabilities	6,243	4,379	0
Other (expense), net	(20,145)	(5,004)	(10)
Loss before provision for income taxes	(132,442)	(94,989)	(36,613)
Provision for income taxes	0	0	0
Net loss	(132,442)	(94,989)	(36,613)
Comprehensive loss	$ (132,442)	$ (94,989)	$ (36,613)
Net loss per common share attributable to common stockholders, basic (in dollars per share)	$ (0.95)	$ (1.19)	$ (6.84)
Net loss per common share attributable to common stockholders, diluted (in dollars per share)	$ (0.95)	$ (1.19)	$ (6.84)
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic (in shares)	139,255,131	79,578,540	5,355,463
Weighted-average shares used to compute net loss per share attributable to common stockholders, diluted (in shares)	139,255,131	79,578,540	5,355,463

BUSINESS COMBINATION	12 Months Ended
BUSINESS COMBINATION	Dec. 31, 2022
HighCape [Member]
BUSINESS COMBINATION [Abstract]
BUSINESS COMBINATION	3. BUSINESS COMBINATION As discussed in Note 1, “Organization and Description of Business,” on June 10, 2021, the Company consummated the Business Combination, with Legacy Quantum-Si surviving the Merger as a wholly owned subsidiary of the Company. Pursuant to the Business Combination Agreement, at the effective time of the Merger (the “Effective Time”), each share of Legacy Quantum-Si capital stock (other than shares of Legacy Quantum-Si Series A preferred stock) that was issued and outstanding was automatically cancelled and extinguished and converted into the right to receive 0.7975 (the “Exchange Ratio”) shares of the Company’s Class A common stock, and each share of Legacy Quantum-Si Series A preferred stock that was issued and outstanding was automatically cancelled and extinguished and converted into the right to receive the number of shares of the Company’s Class B common stock equal to the Exchange Ratio. The total number of shares of the Company’s Class A common stock outstanding immediately following the Closing was 116,463,160, and the total number of the Company’s Class B common stock outstanding immediately following the Closing was 19,937,500. In connection with the Business Combination, certain institutional investors purchased from the Company an aggregate of 42,500,000 shares of the Company’s Class A common stock for a purchase price of $10.00 per share and an aggregate purchase price of $425,001 pursuant to separate subscription agreements entered into effective as of February 18, 2021. In addition, pursuant to subscription agreements entered into effective as of February 18, 2021, certain affiliates of Foresite Capital Management, LLC purchased an aggregate of 696,250 shares of the Company’s Class A common stock at a purchase price of $0.001 per share for aggregate purchase price of $1 after a corresponding number of shares of the Company’s Class A common stock was irrevocably forfeited by the Sponsor to HighCape for no consideration and automatically cancelled. The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP primarily due to the fact that Legacy Quantum-Si stockholders continued to control the Company following the Closing of the Business Combination. Under this method of accounting, HighCape was treated as the “acquired” company for accounting purposes and the Business Combination was treated as the equivalent of Legacy Quantum-Si issuing stock for the net assets of HighCape, accompanied by a recapitalization. The net assets of HighCape were stated at historical cost, with no goodwill or other intangible assets recorded. Reported shares and earnings per share available to holders of the Company’s capital stock and equity awards prior to the Business Combination were retroactively restated reflecting the Exchange Ratio. Upon the Closing, the Company’s certificate of incorporation was amended and restated to, among other things, adopt a dual class structure, comprised of the Company’s Class A common stock, which is entitled to one vote per share, and the Company’s Class B common stock, which is entitled to 20 votes per share. The Company’s Class B common stock has the same economic terms as the Company’s Class A common stock, but is subject to a “sunset” provision if Jonathan M. Rothberg, Ph.D., the founder of Legacy Quantum-Si and Chairman of the Company (“Dr. Rothberg”), and other permitted holders of the Company’s Class B common stock collectively cease to beneficially own at least twenty percent (20%) of the number of shares of the Company’s Class B common stock (as such number of shares is equitably adjusted in respect of any reclassification, stock dividend, subdivision, combination or recapitalization of the Company’s Class B common stock) collectively held by Dr. Rothberg and permitted transferees of the Company’s Class B common stock as of the Effective Time.

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 84,319	$ 35,785
Marketable securities	266,990	435,519
Prepaid expenses and other current assets	6,873	5,868
Total current assets	358,182	477,172
Property and equipment, net	16,849	8,908
Goodwill	0	9,483
Other assets	697	690
Operating lease right-of-use assets	15,757	6,973
Total assets	391,485	503,226
Current liabilities:
Accounts payable	3,903	3,393
Accrued expenses and other current liabilities	10,434	7,276
Short-term operating lease liabilities	1,369	859
Total current liabilities	15,706	11,528
Long-term liabilities:
Warrant liabilities	996	7,239
Other long-term liabilities	0	206
Operating lease liabilities	16,077	7,219
Total liabilities	32,779	26,192
Commitments and contingencies (Note 15)
Stockholders' equity
Additional paid-in capital	758,366	744,252
Accumulated deficit	(399,674)	(267,232)
Total stockholders' equity	358,706	477,034
Total liabilities and stockholders' equity	391,485	503,226
Class A Common Stock [Member]
Stockholders' equity
Common Stock	12	12
Class B Common Stock [Member]
Stockholders' equity
Common Stock	$ 2	$ 2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

Basis of Presentation and Principles of Consolidation

Concentration of Credit Risk

Reclassifications

Certain prior year amounts have been reclassified for consistency with the current year’s presentation.

Use of Estimates

●

valuation allowances with respect to deferred tax assets;

●

valuation for acquisitions;

●

valuation of goodwill;

●

assumptions used for leases;

●

valuation of warrant liabilities; and

●

assumptions underlying the fair value used in the calculation of the stock-based compensation.

Cash and Cash Equivalents

Prepaid Expenses and Other Current Assets

Foreign Currency Translation and Transactions

Investments in Marketable Securities

Property and Equipment, Net

Property and Equipment, net

Useful lives of property and equipment are as follows:

Property and equipment		Estimated useful life
Laboratory and production equipment		3-5 years
Computer equipment		3-5 years
Software		3 years
Furniture and fixtures		7 years

Leases

Goodwill

Impairment of Long-Lived Assets

Capitalized Software Development Costs

Research and Development

Selling, General and Administrative

Net Loss per Share

Convertible Preferred Stock

Stock-Based Compensation

Income Taxes

Warrant Liabilities

Recently Issued Accounting Pronouncements

Accounting pronouncements issued but not yet adopted

No new accounting pronouncement issued or effective during the year ended December 31, 2022 had, or is expected to have, a material impact on the Company’s consolidated financial statements.

SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands	3 Months Ended
SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Jun. 09, 2021	Jun. 08, 2021
Subsequent Events [Abstract]
Common stock, shares authorized (in shares)		600,000,000	380,000,000
Plan [Member]
Subsequent Events [Abstract]
Percentage of workforce being terminated	12.00%
Restructuring costs	$ 1,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

Useful Lives of Property and Equipment

Useful lives of property and equipment are as follows:

Property and equipment		Estimated useful life
Laboratory and production equipment		3-5 years
Computer equipment		3-5 years
Software		3 years
Furniture and fixtures		7 years

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Licenses Related to Certain Intellectual Property [Abstract]
Annual minimum fixed payments	$ 190
Other Commitments [Abstract]
Employer matching contributions to 401(k) plan	$ 0	$ 0	$ 0

NET LOSS PER SHARE

12 Months Ended

Dec. 31, 2022

NET LOSS PER SHARE [Abstract]

NET LOSS PER SHARE

11. NET LOSS PER SHARE

Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all common share equivalents of the Company, including those presented in the table below, to the extent dilutive. Basic and diluted net loss per share was the same for each period presented as the inclusion of all common share equivalents would have been anti-dilutive.

The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock:

	Years Ended December 31,
	2022			2021			2020
Numerator
Net loss	$	(132,442	)	$	(94,989	)	$	(36,613	)
Numerator for basic and diluted EPS - loss attributable to common stockholders	$	(132,442	)	$	(94,989	)	$	(36,613	)
Denominator
Common stock		139,255,131			79,578,540			5,355,463
Denominator for basic and diluted EPS - weighted-average common stock		139,255,131			79,578,540			5,355,463
Basic and diluted net loss per share	$	(0.95	)	$	(1.19	)	$	(6.84	)

Since the Company was in a net loss position for all periods presented, the basic net loss per share calculation excludes preferred stock as it did not participate in net losses of the Company. Additionally, net loss per share attributable to Class A and Class B common stockholders was the same on a basic and diluted basis, as the inclusion of all potential common equivalent shares outstanding would have been anti-dilutive. Anti-dilutive common equivalent shares were as follows:

	Years Ended December 31,
	2022		2021		2020
Outstanding options to purchase common stock		19,427,755		7,726,972		7,369,541
Outstanding restricted stock units		2,018,449		4,586,972		-
Outstanding warrants		3,968,319		3,968,319		-
Outstanding convertible preferred stock (Series A through E)		-		-		90,789,268
		25,414,523		16,282,263		98,158,809

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares	Dec. 31, 2021 USD ($) $ / shares
Fair Value Asset Transfers [Abstract]
Transfers into Level 3	$ 0	$ 0
Transfers out of Level 3	0	0
Fair Value Liability Transfers [Abstract]
Transfers into Level 3	0	0
Transfers out of Level 3	0	0
Assets [Abstract]
Marketable securities	266,990	435,519
Liabilities [Abstract]
Warrants	996	7,239
Recurring [Member]
Assets [Abstract]
Cash and cash equivalents - Money Market	83,079	33,965
Marketable securities	266,990	435,519
Total assets	350,069	469,484
Liabilities [Abstract]
Total liabilities	996	7,239
Recurring [Member] \| Level 1 [Member]
Assets [Abstract]
Cash and cash equivalents - Money Market	83,079	33,965
Marketable securities	266,990	435,519
Total assets	350,069	469,484
Liabilities [Abstract]
Total liabilities	958	6,900
Recurring [Member] \| Level 2 [Member]
Assets [Abstract]
Cash and cash equivalents - Money Market	0	0
Marketable securities	0	0
Total assets	0	0
Liabilities [Abstract]
Total liabilities	0	0
Recurring [Member] \| Level 3 [Member]
Assets [Abstract]
Cash and cash equivalents - Money Market	0	0
Marketable securities	0	0
Total assets	0	0
Liabilities [Abstract]
Total liabilities	38	339
Recurring [Member] \| Private Warrants [Member]
Liabilities [Abstract]
Warrants	38	339
Recurring [Member] \| Private Warrants [Member] \| Level 1 [Member]
Liabilities [Abstract]
Warrants	0	0
Recurring [Member] \| Private Warrants [Member] \| Level 2 [Member]
Liabilities [Abstract]
Warrants	0	0
Recurring [Member] \| Private Warrants [Member] \| Level 3 [Member]
Liabilities [Abstract]
Warrants	38	339
Recurring [Member] \| Public Warrants [Member]
Liabilities [Abstract]
Warrants	958	6,900
Recurring [Member] \| Public Warrants [Member] \| Level 1 [Member]
Liabilities [Abstract]
Warrants	958	6,900
Recurring [Member] \| Public Warrants [Member] \| Level 2 [Member]
Liabilities [Abstract]
Warrants	0	0
Recurring [Member] \| Public Warrants [Member] \| Level 3 [Member]
Liabilities [Abstract]
Warrants	$ 0	$ 0
Warrants [Member] \| Private Warrants [Member] \| Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0.751	0.514
Warrants [Member] \| Private Warrants [Member] \| Risk-Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0.041	0.0118
Warrants [Member] \| Private Warrants [Member] \| Strike Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input \| $ / shares	11.5	11.5
Warrants [Member] \| Private Warrants [Member] \| Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input \| $ / shares	1.83	7.87
Warrants [Member] \| Private Warrants [Member] \| Expected Life [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants term	3 years 4 months 24 days	4 years 4 months 24 days

LEASES, New Haven, Connecticut (Details)
$ in Thousands

Dec. 31, 2022

USD ($)

ft²

Leases [Abstract]

Lease incentives

$ 9,104

^[1]

Space Located in New Haven, Connecticut [Member]

Leases [Abstract]

Lease term

10 years

Area of leased space | ft²

67,000

Lease incentives

$ 9,104

Leasehold improvements

$ 1,100

[1]	Includes lease incentives that may be realized in 2023 for the costs of leasehold improvements.

EQUITY INCENTIVE PLAN, Stock Option Activity (Details)		12 Months Ended
EQUITY INCENTIVE PLAN, Stock Option Activity (Details)	Nov. 09, 2022 Grant shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) shares
Weighted Average Remaining Contractual Term and Aggregate Intrinsic Value [Abstract]
Proceeds from exercise of stock options \| $		$ 2,757,000	$ 5,618,000	$ 63,000
Chief Executive Officer [Member]
Stock Option Activity [Abstract]
Number of grants \| Grant	2
Number of Options [Roll Forward]
Granted (in shares)		6,950,000
President and Chief Operating Officer [Member]
Number of Options [Roll Forward]
Granted (in shares)		2,000,000
2021 Plan [Member]
Stock Option Activity [Abstract]
Shares available for issuance (in shares)		9,133,702	11,891,127
2021 Plan [Member] \| Chief Executive Officer [Member]
Number of Options [Roll Forward]
Granted (in shares)		4,170,000
Awarded November 9, 2022 [Member] \| Chief Executive Officer [Member]
Number of Options [Roll Forward]
Granted (in shares)	2,780,000
Grant 1 Awarded November 9, 2022 [Member] \| Chief Executive Officer [Member]
Number of Options [Roll Forward]
Granted (in shares)	1,390,000
Grant 2 Awarded November 9, 2022 [Member] \| Chief Executive Officer [Member]
Number of Options [Roll Forward]
Granted (in shares)	1,390,000
Stock Options [Member]
Number of Options [Roll Forward]
Outstanding, beginning balance (in shares)		7,726,972
Granted (in shares)		14,271,330	3,514,510
Exercised (in shares)		(1,123,249)
Forfeited (in shares)		(1,447,298)
Outstanding, ending balance (in shares)		19,427,755	7,726,972
Options exercisable (in shares)		4,699,029
Vested and expected to vest (in shares)		16,930,158
Weighted Average Exercise Price [Roll Forward]
Outstanding, beginning balance (in dollars per share) \| $ / shares		$ 5.14
Granted (in dollars per share) \| $ / shares		3.04
Exercised (in dollars per share) \| $ / shares		2.45
Forfeited (in dollars per share) \| $ / shares		5.43
Outstanding, ending balance (in dollars per share) \| $ / shares		3.69	$ 5.14
Options exercisable (in dollars per share) \| $ / shares		3.95
Vested and expected to vest (in dollars per share) \| $ / shares		$ 3.7
Weighted Average Remaining Contractual Term and Aggregate Intrinsic Value [Abstract]
Weighted average remaining contractual term, outstanding		8 years 8 months 4 days	7 years 6 months 29 days
Weighted average remaining contractual term, options exercisable		6 years 3 months 3 days
Weighted average remaining contractual term, vested and expected to vest		8 years 6 months 25 days
Aggregate intrinsic value, outstanding, beginning balance \| $		$ 24,511,000
Aggregate intrinsic value, outstanding, ending balance \| $		378,000	$ 24,511,000
Aggregate intrinsic value, options exercisable \| $		333,000
Aggregate intrinsic value, vested and expected to vest \| $		370,000
Proceeds from exercise of stock options \| $		2,757,000	5,618,000	63,000
Intrinsic value of stock options exercised \| $		$ 1,903,000	$ 17,206	$ 323,000
Weighted-average grant date fair value of options granted (in dollars per share) \| $ / shares		$ 1.51	$ 5.25	$ 1.43
Stock Options Subject to Performance Condition Related to Business Combination [Member]
Stock Option Activity [Abstract]
Stock-based compensation expense \| $			$ 3,080,000
Stock Options Subject to Performance Condition Related to AGBT Conference [Member]
Stock Option Activity [Abstract]
Stock-based compensation expense \| $		$ 7,278,000	6,059,000	$ 1,924,000	$ 295,000
Number of Options [Roll Forward]
Granted (in shares)				59,811	478,498
Stock Options Subject to Performance Condition Related to Completion of Financing Event [Member]
Stock Option Activity [Abstract]
Stock-based compensation expense \| $			$ 463,000
Number of Options [Roll Forward]
Granted (in shares)					205,000
Inducement Awards [Member]
Stock Option Activity [Abstract]
Shares available for issuance (in shares)	0
Inducement Awards [Member] \| Chief Executive Officer [Member]
Number of Options [Roll Forward]
Granted (in shares)		2,780,000

COMMITMENTS AND CONTINGENCIES	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Dec. 31, 2022
COMMITMENTS AND CONTINGENCIES [Abstract]
COMMITMENTS AND CONTINGENCIES	15. COMMITMENTS AND CONTINGENCIES Commitments Licenses related to certain intellectual property: The Company licenses certain intellectual property, some of which may be utilized in its future product offering. To preserve the right to use such intellectual property, the Company is required to make annual minimum fixed payments totaling $190. Once the Company commercializes its product and begins to generate revenues, there will be royalties payable by the Company based on the current anticipated utilization. Other commitments: The Company sponsors a 401(k) defined contribution plan covering all eligible U.S. employees. Contributions to the 401(k) plan are discretionary. The Company did not make any matching contributions to the 401(k) plan for the years ended December 31, 2022, 2021 and 2020. Contingencies The Company is subject to claims in the ordinary course of business; however, the Company is not currently a party to any pending or threatened litigation, the outcome of which would be expected to have a material adverse effect on its financial condition, results of operations, or cash flows. The Company accrues contingent liabilities to the extent that the liability is probable and estimable. The Company enters into agreements that contain indemnification provisions with other parties in the ordinary course of business, including business partners, investors, contractors, and the Company’s officers, directors and certain employees. The Company has agreed to indemnify and defend the indemnified party claims and related losses suffered or incurred by the indemnified party from actual or threatened third-party claims because of the Company’s activities or non-compliance with certain representations and warranties made by the Company. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in any particular case. To date, losses recorded in the Company’s consolidated statements of operations and comprehensive loss in connection with the indemnification provisions have not been material.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Selling, General and Administrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Selling, General and Administrative [Abstract]
Advertising expense	$ 7	$ 0	$ 87

LEASES, Rent Expense Prior to Adoption of Topic 842 (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2020 USD ($)
LEASES [Abstract]
Rent expense	$ 483

EQUITY INCENTIVE PLAN

12 Months Ended

Dec. 31, 2022

EQUITY INCENTIVE PLAN [Abstract]

EQUITY INCENTIVE PLAN

10. EQUITY INCENTIVE PLAN

The Company’s 2013 Employee, Director and Consultant Equity Incentive Plan, as amended on March 12, 2021 (the “2013 Plan”), was originally adopted by its Board of Directors and stockholders in September 2013. In connection with the Closing of the Business Combination, the Company adjusted the equity awards as described in Note 3 “Business Combination”. The adjustments to the awards did not result in incremental expense as the equitable adjustments were made pursuant to a preexisting nondiscretionary antidilution provision in the 2013 Plan, and the fair-value, vesting conditions, and classification are the same immediately before and after the modification. In connection with the Business Combination, HighCape’s stockholders approved and adopted the Quantum-Si Incorporated 2021 Equity Incentive Plan (the “2021 Plan”) and the Company no longer makes issuances under the 2013 Plan. The 2021 Plan provides for grants of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock or cash-based awards. Directors, officers and other employees of the Company and its subsidiaries, as well as others performing consulting or advisory services for the Company, are eligible for grants under the 2021 Plan. As of December 31, 2022 and 2021, there were 9,133,702 and 11,891,127 shares, respectively, available for issuance under the 2021 Plan.

On November 9, 2022, the Company granted its Chief Executive Officer two grants of 1,390,000 each for a total of 2,780,000 performance-based stock options to purchase shares of Class A common stock. These awards are inducement awards pursuant to Nasdaq Rule 5635(c)(4) and the stock options were not granted pursuant to the 2013 Plan or the 2021 Plan. There are no other shares available for issuance associated with these inducement awards.

Stock option activity

During the year ended December 31, 2022, the Company granted 14,271,330 stock option awards to participants with vesting subject to the participant’s continued employment with the Company through the applicable vesting date, which included 2,000,000 and 6,950,000 stock options granted to the President and Chief Operating Officer and Chief Executive Officer of the Company, respectively, subject to service and/or market conditions. The 6,950,000 stock options granted to the Chief Executive Officer include 4,170,000 stock options issued from the 2021 Plan and 2,780,000 stock options which are inducement awards as described above. The service conditions require the participant’s continued employment with the Company through the applicable vesting date. The market conditions require that the Company’s Class A common stock trades above a specified level for a defined period of time. The fair value of awards with market conditions is estimated using the Monte Carlo simulation method.

During the year ended December 31, 2021, the Company granted 3,514,510 option awards subject to service and/or performance conditions. The service condition requires the participant’s continued employment with the Company through the applicable vesting date, and the performance condition requires the consummation of a contemplated business combination defined in the option award agreement. For options with performance conditions, stock-based compensation expense is only recognized if the performance conditions become probable to be satisfied. As the performance condition was a business combination, the performance condition would only become probable once a business combination was consummated. Accordingly, the Company recorded stock-based compensation expense of $3,080 for options awards for the year ended December 31, 2021 as the Business Combination was consummated during this time period.

During the years ended December 31, 2020 and 2019, the Company granted 59,811 and 478,498 option awards subject to certain performance conditions, respectively. The performance conditions required the Company to announce at the Advances in Genome Biology and Technology conference (“AGBT”) and commence commercial sales during the year ended December 31, 2020. For options with performance conditions, stock-based compensation expense is only recognized if the performance conditions become probable to be satisfied. Upon becoming probable, the Company recognizes compensation expense equal to the grant date fair value of the option awards over the associated service period. If there are changes in the number of option awards that are expected to vest due to changes in the probability of certain performance conditions being satisfied, an adjustment to stock-based compensation expense will be recognized as a change in accounting estimate in the period that such probability changes. The Company accrued $295 of stock compensation expense during the year ended December 31, 2019 as it believed it was probable the performance conditions would be met. This stock compensation expense was then subsequently reversed during the year ended December 31, 2020 as the performance conditions were determined to be improbable to be met. All of the performance-based awards granted during the years ended December 31, 2020 and 2019 were cancelled on December 31, 2020.

In addition to the awards discussed in the aforementioned paragraph, during the year ended December 31, 2019 the Company granted approximately 205,000 option awards subject to a single performance-based condition, the completion of a financing event as defined in the option award agreement. The achievement of the performance condition was not deemed satisfied for the years ended December 31, 2020 and 2019, as the completion of a financing event was not deemed probable until consummated. Thus, the Company did not record stock-based compensation expense with regards to these option awards. For the year ended December 31, 2021, the Company recorded stock-based compensation expense of $463 for these option awards as the Business Combination was consummated during this time period and the performance-based condition was met.

Stock-based compensation related to stock options for the years ended December 31, 2022, 2021 and 2020 was $7,278, $6,059 and $1,924, respectively.

A summary of the stock option activity is presented in the table below:

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2021		7,726,972		$	5.14		7.58	$	24,511
Granted		14,271,330			3.04
Exercised		(1,123,249	)		2.45
Forfeited		(1,447,298	)		5.43
Outstanding at December 31, 2022		19,427,755		$	3.69		8.68	$	378
Options exercisable at December 31, 2022		4,699,029		$	3.95		6.26	$	333
Vested and expected to vest at December 31, 2022		16,930,158		$	3.70		8.57	$	370

The Company received cash proceeds from the exercise of stock options of $2,757, $5,618 and $63 during the years ended December 31, 2022, 2021 and 2020, respectively. The total intrinsic value (the amount by which the stock price exceeds the exercise price of the option on the date of exercise) of the stock options exercised during the years ended December 31, 2022, 2021 and 2020, was $1,903, $17,206 and $323, respectively. The weighted-average grant date fair value of options granted during the years ended December 31, 2022, 2021 and 2020, was $1.51, $5.25 and $1.43, respectively.

In accordance with ASC Topic 718, the Company estimates and records the compensation cost associated with the grants described above with an offsetting entry to paid-in capital. The Company utilized the Black-Scholes option pricing model for determining the estimated fair value for service or performance-based stock-based awards. The Black-Scholes option pricing model requires the use of subjective assumptions which determine the fair value of stock-based awards. The assumptions used to value option grants to employees and nonemployees for the years ended December 31, 2022, 2021 and 2020 were as follows:

	2022	2021	2020
Risk-free interest rate	1.7% – 4.2%	0.9% – 1.4%	0.3% – 0.6%
Expected dividend yield	0%	0%	0%
Expected term	5.5 years – 6.4 years	5.5 years – 6.3 years	5.0 years – 6.0 years
Expected volatility	58% - 64%	54% - 70%	70%

Risk-free interest rate

The risk-free interest rate for periods within the expected term of the awards is based on the U.S. Treasury yield curve in effect at the time of the grant.

Expected dividend yield

We have never declared or paid any cash dividends and do not expect to pay any cash dividends in the foreseeable future.

Expected term

For awards, we calculate the expected term using the “simplified” method, which is the simple average of the vesting period and the contractual term.

Expected volatility

We determined expected annual equity volatility to be 70% based on the historical volatility of guideline public companies for the year ended December 31, 2020 and from January to June 10, 2021. After June 10, 2021, the volatility is calculated by a third-party professional services firm and reviewed by the Company.

Exercise price

The exercise price is taken directly from the grant notice issued to employees and nonemployees.

Restricted stock unit activity

During the year ended December 31, 2022, the Company granted 66,666 restricted stock unit (“RSU”) awards. On February 8, 2022, John Stark, the Company’s former Chief Executive Officer and member of its board of directors, stepped down from all of his positions with the Company. As a result of Mr. Stark not meeting the service conditions of certain awards previously granted to him, 1,731,371 RSU awards were forfeited, resulting in a reversal of stock-based compensation for the year ended December 31, 2022 of $4,742.

During the year ended December 31, 2021, the Company granted 4,861,315 RSU awards subject to service, performance and/or market conditions. These awards include 1,703,460 and 170,346 RSU awards to the Company’s former Chief Executive Officer and General Counsel, respectively, subject to service and performance conditions, 1,800,000 RSU awards to the Interim Chief Executive Officer and Executive Chairman of the Company and two members of the board of directors subject to service and/or performance conditions, and 453,777 RSU awards to the Company’s former Chief Executive Officer subject to service, market and performance conditions. The service condition requires the participant’s continued employment with the Company through the applicable vesting date, and the performance condition requires the consummation of a contemplated business combination or financing transaction defined in the award agreement. The market condition requires that the Company’s Class A common stock subsequent to a business combination trades above a specified level for a defined period of time, or that a subsequent financing transaction meets defined pricing thresholds and that the Company’s common stock subsequent to a business combination trades above a specified level for a defined period of time. For RSU awards with performance conditions, stock-based compensation expense is only recognized if the performance conditions become probable to be satisfied. As the performance condition is a business combination or financing transaction, the performance condition would only become probable once a business combination or financing transaction was consummated. Accordingly, the Company recorded stock-based compensation expense of $18,587 for the year ended December 31, 2021 related to these RSU awards as the Business Combination was consummated during this time period.

Stock-based compensation related to RSU awards for the years ended December 31, 2022 and 2021 was $3,928 and $18,859, respectively. The Company did not issue RSU awards in 2020.

A summary of the RSU activity is presented in the table below:

	Number of Shares Underlying RSUs			Weighted Average Grant-Date Fair Value
Outstanding non-vested RSUs at December 31, 2021		4,586,972		$	8.00
Granted		66,666			3.00
Vested		(798,575	)		8.24
Forfeited		(1,836,614	)		7.26
Outstanding non-vested RSUs at December 31, 2022		2,018,449		$	8.41

The Company’s stock-based compensation is allocated to the following operating expense categories as follows:

	Years Ended December 31,
	2022		2021		2020
Research and development	$	4,548	$	5,718	$	1,290
Selling, general and administrative		6,658		19,200		634
Total stock-based compensation	$	11,206	$	24,918	$	1,924

No related tax benefits of the stock-based compensation expense have been recognized and no related tax benefits have been realized from the exercise of stock options due to the Company’s net operating loss carryforwards.

Total unrecognized stock-based compensation as of December 31, 2022 and 2021 was $26,387 and $34,058, which will be recognized over the remaining weighted average vesting period of 3.1 and 2.1 years, respectively.

LEASES

12 Months Ended

Dec. 31, 2022

LEASES [Abstract]

LEASES

8. LEASES

The Company has commitments under lease arrangements for office and manufacturing space and office equipment. The Company’s leases have initial lease terms ranging from one year to 10 years. These leases include options to extend or renew the leases for an additional period of one to 10 years.

Operating leases are accounted for on the consolidated balance sheets with ROU assets being recognized in “Operating lease right-of-use assets” and lease liabilities recognized in “Short-term operating lease liabilities” and “Operating lease liabilities”. Lease-related costs are included in Research and development and Selling, general and administrative in the consolidated statements of operations and comprehensive loss.

Lease-related costs for the years ended December 31, 2022 and 2021 are as follows:

	Years Ended December 31,
	2022		2021
Operating lease cost	$	3,182	$	630
Short-term lease cost		445		524
Variable lease cost		1,370		63
Total lease cost	$	4,997	$	1,217

Other information related to operating leases as of December 31, 2022 and 2021 is as follows:

	December 31,			December 31,
	2022			2021
Weighted-average remaining lease term (years)		7.3			5.9
Weighted-average discount rate		7.9	%		7.0	%

The following table provides certain cash flow and supplemental cash flow information related to the Company’s lease liabilities for the years ended December 31, 2022 and 2021:

	Years Ended December 31,
	2022		2021
Operating cash paid to settle operating lease liabilities	$	2,390	$	293

Right-of-use assets obtained in exchange for lease liabilities	$	10,033	$	7,388

Future minimum lease payments under non-cancellable leases as of December 31, 2022 are as follows:

	Operating Leases
2023	$	4,284
2024		4,394
2025		4,507
2026		4,590
2027		4,554
Thereafter		12,811
Total undiscounted lease payments	$	35,140
Less: Imputed interest		8,590
Less: Lease incentives (1)		9,104
Total lease liabilities	$	17,446

⁽¹⁾	Includes lease incentives that may be realized in 2023 for the costs of leasehold improvements.

Rent expense under ASC 840 was $483 for the year ended December 31, 2020.

In December 2021, the Company signed a 10-year lease for approximately 67,000 square feet of space located at 115 Munson Street in New Haven, Connecticut (“New Haven”). The lease commenced on January 8, 2022 with rent payments beginning on July 7, 2022. Under the lease, the landlord agreed to reimburse the Company for up to $9,104 in improvements to the space, to be used for such improvements as the Company deems “necessary or desirable”. On September 13, 2022, the Company filed a lawsuit against the landlord, alleging that the landlord has: (i) refused to reimburse the Company for costs related to improvements already incurred and submitted; (ii) delayed the Company’s completion of improvements, in order to avoid reimbursing the costs of those improvements; and (iii) improperly rejected the Company’s proposed improvement plans.

The Company accounted for the $9,104 of lease incentives as an offset to the lease liability recorded at the inception of the lease. The Company has also incurred and recognized leasehold improvements of approximately $1,100 related to reimbursable construction costs included in construction in progress within property and equipment, net on the consolidated balance sheets as of December 31, 2022. Based on the current status of the litigation, the Company cannot determine the likely outcome or estimate the impact on such carrying values.

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

12 Months Ended

Dec. 31, 2022

FAIR VALUE OF FINANCIAL INSTRUMENTS [Abstract]

Assets and Liabilities Measured at Fair Value on Recurring Basis

The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy:

			Fair Value Measurement Level
	Total		Level 1		Level 2		Level 3
December 31, 2022:
Assets:
Cash and cash equivalents - Money Market	$	83,079	$	83,079	$	-	$	-
Marketable securities		266,990		266,990		-		-
Total assets at fair value on a recurring basis	$	350,069	$	350,069	$	-	$	-

Liabilities:
Public Warrants	$	958	$	958	$	-	$	-
Private Warrants		38		-		-		38
Total liabilities at fair value on a recurring basis	$	996	$	958	$	-	$	38

			Fair Value Measurement Level
	Total		Level 1		Level 2		Level 3
December 31, 2021:
Assets:
Cash and cash equivalents - Money Market	$	33,965	$	33,965	$	-	$	-
Marketable securities		435,519		435,519		-		-
Total assets at fair value on a recurring basis	$	469,484	$	469,484	$	-	$	-

Liabilities:
Public Warrants	$	6,900	$	6,900	$	-	$	-
Private Warrants		339		-		-		339
Total liabilities at fair value on a recurring basis	$	7,239	$	6,900	$	-	$	339

NET LOSS PER SHARE (Tables)

12 Months Ended

Dec. 31, 2022

NET LOSS PER SHARE [Abstract]

Basic and Diluted Net Loss Per Share

The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock:

	Years Ended December 31,
	2022			2021			2020
Numerator
Net loss	$	(132,442	)	$	(94,989	)	$	(36,613	)
Numerator for basic and diluted EPS - loss attributable to common stockholders	$	(132,442	)	$	(94,989	)	$	(36,613	)
Denominator
Common stock		139,255,131			79,578,540			5,355,463
Denominator for basic and diluted EPS - weighted-average common stock		139,255,131			79,578,540			5,355,463
Basic and diluted net loss per share	$	(0.95	)	$	(1.19	)	$	(6.84	)

Anti-Dilutive Common Equivalent Shares

Anti-dilutive common equivalent shares were as follows:

	Years Ended December 31,
	2022		2021		2020
Outstanding options to purchase common stock		19,427,755		7,726,972		7,369,541
Outstanding restricted stock units		2,018,449		4,586,972		-
Outstanding warrants		3,968,319		3,968,319		-
Outstanding convertible preferred stock (Series A through E)		-		-		90,789,268
		25,414,523		16,282,263		98,158,809

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Property and Equipment, net (Details)	12 Months Ended
	Dec. 31, 2022
Laboratory and Production Equipment [Member] \| Minimum [Member]
Property and Equipment, Net [Abstract]
Estimated useful life	3 years
Laboratory and Production Equipment [Member] \| Maximum [Member]
Property and Equipment, Net [Abstract]
Estimated useful life	5 years
Computer Equipment [Member] \| Minimum [Member]
Property and Equipment, Net [Abstract]
Estimated useful life	3 years
Computer Equipment [Member] \| Maximum [Member]
Property and Equipment, Net [Abstract]
Estimated useful life	5 years
Software [Member]
Property and Equipment, Net [Abstract]
Estimated useful life	3 years
Furniture and Fixtures [Member]
Property and Equipment, Net [Abstract]
Estimated useful life	7 years

PROPERTY AND EQUIPMENT, NET

12 Months Ended

Dec. 31, 2022

PROPERTY AND EQUIPMENT, NET [Abstract]

PROPERTY AND EQUIPMENT, NET

6. PROPERTY AND EQUIPMENT, NET

Property and equipment, net, are recorded at historical cost and consist of the following:

	December 31, 2022			December 31, 2021
Laboratory and production equipment	$	14,031		$	7,465
Computer equipment		1,073			637
Software		188			156
Furniture and fixtures		218			125
Leasehold improvements		1,308			790
Construction in process		6,234			3,610
Property and equipment, gross		23,052			12,783
Less: Accumulated depreciation and amortization		(6,203	)		(3,875	)
Property and equipment, net	$	16,849		$	8,908

Depreciation and amortization expense amounted to $2,584, $1,041 and $894 for the years ended December 31, 2022, 2021 and 2020, respectively. The Company had losses on disposals of $91 relating to property and equipment of $347 with accumulated depreciation and amortization of $256 for the year ended December 31, 2022. The Company had losses on disposals of $70 relating to property and equipment of $468 with accumulated depreciation and amortization of $398 for the year ended December 31, 2021. The losses on disposals were not material for the year ended December 31, 2020.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Stock-Based Compensation (Details) - Stock Options [Member]	12 Months Ended
	Dec. 31, 2022
Stock-Based Compensation [Abstract]
Vesting period	4 years
Term	10 years

NET LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Numerator [Abstract]
Net loss	$ (132,442)	$ (94,989)	$ (36,613)
Numerator for basic EPS - loss attributable to common stockholders	(132,442)	(94,989)	(36,613)
Numerator for diluted EPS - loss attributable to common stockholders	$ (132,442)	$ (94,989)	$ (36,613)
Denominator [Abstract]
Common stock (in shares)	139,255,131	79,578,540	5,355,463
Denominator for basic EPS - weighted-average common stock (in shares)	139,255,131	79,578,540	5,355,463
Denominator for diluted EPS - weighted-average common stock (in shares)	139,255,131	79,578,540	5,355,463
Basic net loss per share (in dollars per share)	$ (0.95)	$ (1.19)	$ (6.84)
Diluted net loss per share (in dollars per share)	$ (0.95)	$ (1.19)	$ (6.84)
Net Loss per Share [Abstract]
Anti-dilutive common equivalent shares (in shares)	25,414,523	16,282,263	98,158,809
Outstanding Convertible Preferred Stock (Series A through E) [Member]
Net Loss per Share [Abstract]
Anti-dilutive common equivalent shares (in shares)	0	0	90,789,268
Outstanding Options to Purchase Common Stock [Member]
Net Loss per Share [Abstract]
Anti-dilutive common equivalent shares (in shares)	19,427,755	7,726,972	7,369,541
Outstanding Restricted Stock Units [Member]
Net Loss per Share [Abstract]
Anti-dilutive common equivalent shares (in shares)	2,018,449	4,586,972	0
Outstanding Warrants [Member]
Net Loss per Share [Abstract]
Anti-dilutive common equivalent shares (in shares)	3,968,319	3,968,319	0

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2022
SUBSEQUENT EVENTS [Abstract]
SUBSEQUENT EVENTS	16. SUBSEQUENT EVENTS On January 30, 2023, the Company committed to an organizational restructuring designed to decrease its costs and create a more streamlined organization to support its business. As a result, the Company is terminating approximately 12% of its workforce, effective in the first quarter of 2023. In connection with the restructuring, the Company currently estimates it will incur up to $1,000 of costs, consisting primarily of cash severance costs and other severance benefits. The Company expects to substantially complete the restructuring in the first quarter of 2023. The estimates of costs and expenses that the Company expects to incur in connection with the restructuring are subject to a number of assumptions and actual results may differ materially. The Company may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the restructuring. Delaware Section 205 Petition: On June 9, 2021, HighCape held a special meeting of stockholders (the “Special Meeting”) to approve certain matters relating to the Business Combination. Among these matters was a proposal to amend HighCape’s then effective Amended and Restated Certificate of Incorporation, to, among other things, (i) increase the total number of authorized shares of Class A common stock from 380,000,000 shares to 600,000,000 shares and (ii) opt out of the separate class voting requirements of Section 242(b)(2) of the Delaware General Corporation Law (the “DGCL”), providing that future increases or decreases to the authorized shares of the Company would not require a separate vote of the applicable class (collectively, the “Charter Amendments”). The Charter Amendments were approved by a majority of the shares of the Company’s Class A common stock and Class B common stock that were outstanding as of the record date for the Special Meeting, voting together as a single class. At the Special Meeting, the stockholders also voted to approve the Business Combination and, on that same date, the Company filed its Second Amended and Restated Certificate of Incorporation with the Office of the Secretary of State of the State of Delaware. A recent ruling by the Court of Chancery in December 2022 introduced uncertainty as to whether Section 242(b)(2) of the DGCL would have required the Charter Amendments to be approved by a separate vote of the majority of the Company’s then-outstanding shares of Class A common stock, voting as a single class. The Company had been proceeding with the understanding that the Charter Amendments and Second Amended and Restated Certificate of Incorporation are valid. To resolve potential uncertainty with respect to the Company’s capital structure, and consistent with the approach taken by other similarly situated companies, on February 28, 2023, the Company filed a petition (the “Petition”) in the Court of Chancery pursuant to Section 205 of the DGCL seeking an order: (i) validating the Charter Amendments and the effectiveness of its Second Amended and Restated Certificate of Incorporation implementing the Charter Amendments, retroactive to the date of its original filing, and all amendments effected thereby, and (ii) validating and declaring effective any securities issued in reliance on the validity of the Second Amended and Restated Certificate of Incorporation, effective as of the original date of issuance of such securities. Section 205 of the DGCL permits the Court of Chancery, in its discretion, to ratify and validate potentially defective corporate acts after considering a variety of factors. On March 14, 2023, the Court of Chancery approved the Company’s request for relief and entered an order under Section 205 of the DGCL (i) declaring the Company’s Second Amended and Restated Certificate of Incorporation, including the filing and effectiveness thereof, as validated and effective retroactive to the date of its filing with the Office of the Secretary of State of the State of Delaware on June 10, 2021, and all amendments effected thereby and (ii) ordering that the Company’s securities (and the issuance of the securities) described in the Petition and any other securities issued in reliance on the validity of the Second Amended and Restated Certificate of Incorporation are validated and declared effective, each as of the original issuance dates.

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Accounts Expenses and Other Current Liabilities [Abstract]
Employee compensation and benefits	$ 5,548	$ 2,680
Contracted services	3,616	2,606
Business acquisition costs and contingencies	343	1,331
Legal fees	839	636
Other	88	23
Total accrued expenses and other current liabilities	$ 10,434	$ 7,276

WARRANT LIABILITIES (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Warrants [Abstract]
Fair value of warrant liabilities	$ 996	$ 7,239
Change in fair value of warrant liabilities	$ 6,243	$ 4,379	$ 0
Public Warrants [Member]
Warrants [Abstract]
Warrants outstanding (in shares)	3,833,319	3,833,319	0
Number of shares to be issued upon exercise of warrant (in shares)	1	1
Exercise price of warrant (in dollars per share)	$ 11.5	$ 11.5
Warrant redemption price (in dollars per share)	$ 0.01
Notice period to redeem warrants	30 days
Share price (in dollars per share)	$ 18
Threshold trading days	20 days
Threshold consecutive trading days	30 days
Period prior to notice of redemption	3 days
Trading day period to calculate fair market value over exercise price of warrants	10 days
Beneficial ownership percentage	50.00%
Warrants exercised (in shares)	0	0
Warrants redeemed (in shares)	0	0
Private Warrants [Member]
Warrants [Abstract]
Warrants outstanding (in shares)	135,000	135,000	0
Warrant redemption price (in dollars per share)	$ 0.01
Limitation period to transfer, assign or sell warrants	30 days
Warrants exercised (in shares)	0	0
Warrants redeemed (in shares)	0	0

RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Nov. 01, 2022
Related Party [Member] \| Leasing of Office and Laboratory Space [Member]
Related Party Transactions [Abstract]
Payments to related party	$ 322	$ 322	$ 322
4C [Member] \| Monthly Services Under Amended and Restated Technology Services Agreement [Member]
Related Party Transactions [Abstract]
Related party expenses	567	2,009	1,516
4C [Member] \| Monthly Services Under Amended and Restated Technology Services Agreement [Member] \| Accrued Expenses and Other Current Liabilities [Member]
Related Party Transactions [Abstract]
Due to related parties	70
4C [Member] \| Monthly Services Under Amended and Restated Technology Services Agreement [Member] \| Accounts Payable [Member]
Related Party Transactions [Abstract]
Due to related parties		128
4C [Member] \| Monthly Services Under Amended and Restated Technology Services Agreement [Member] \| Prepaid Expenses and Other Current Assets [Member]
Related Party Transactions [Abstract]
Due from related parties	37	0
4C [Member] \| Month-to-Month Sublease Arrangements for Office and Laboratory Spaces [Member]
Related Party Transactions [Abstract]
Related party expenses	167	148	$ 155
Other Companies Controlled by Rothberg Family [Member] \| Payments Made to Third Parties on Behalf of the Company Under ARTSA [Member] \| Accounts Payable [Member]
Related Party Transactions [Abstract]
Due to related parties	0	17
Other Companies Controlled by Rothberg Family [Member] \| Payments Made to Third Parties on Behalf of Other Entities Under ARTSA [Member] \| Prepaid Expenses and Other Current Assets [Member]
Related Party Transactions [Abstract]
Due from related parties	0	15
PEI [Member] \| Collaboration [Member]
Related Party Transactions [Abstract]
Payments to related party	1,135	0
Due to related parties	0	0
PEI [Member] \| New Collaboration [Member] \| Prepaid Expenses and Other Current Assets [Member]
Related Party Transactions [Abstract]
Due from related parties	45
Dr. Rothberg [Member] \| 2021 Plan [Member]
Related Party Transactions [Abstract]
Number of shares that can be purchased with option to be granted (in shares)				250,000
Dr. Rothberg [Member] \| Executive Chairman Agreement [Member]
Related Party Transactions [Abstract]
Payments to related party	397	$ 139
Annual amount of transaction with related party	$ 400

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2022

INCOME TAXES [Abstract]

Statutory to Effective Income Tax Rate Reconciliation

	Years Ended December 31,
	2022			2021			2020
Statutory tax rate		21.0	%		21.0	%		21.0	%
State taxes, net of federal benefit		4.1			7.0			6.7
Federal research and development credit		1.9			2.8			3.0
Stock-based compensation		(0.5	)		1.6			(0.7	)
Other		0.9			0.6			(0.1	)
Valuation allowance		(27.4	)		(33.0	)		(29.9	)
Effective tax rate		0.0	%		0.0	%		0.0	%

Deferred Tax Assets (Liabilities)

Significant components of the Company’s deferred tax assets (liabilities) are as follows:

	As of December 31,
	2022			2021
Deferred tax assets
Net operating loss carryforwards	$	77,008		$	63,819
Tax credit carryforwards		13,358			10,203
Stock-based compensation		7,309			6,673
Operating lease liabilities		4,344			2,184
Loss on marketable securities (unrealized)		5,724			1,358
Section 174		12,005			-
Other		3,925			860
Total deferred tax assets	$	123,673		$	85,097

Deferred tax liabilities
Operating lease right-of-use assets	$	(4,258	)	$	(2,093	)
Property and equipment		(381	)		(245	)
Other		-			(15	)
Total deferred tax liabilities	$	(4,639	)	$	(2,353	)

Net deferred tax assets	$	119,034		$	82,744
Valuation allowance		(119,034	)		(82,744	)
Net deferred tax assets (liabilities)	$	-		$	-

Tax Net Operating Loss Carryforwards

	Amount		Begin to Expire In
Tax net operating loss carryforwards:
Federal (pre-2018 NOLs)	$	65,494		2033
Federal (post-2017 NOLs)		219,600		No Expiration
State		288,685		2033

Tax Credit Carryforwards

Tax carryforwards:
Federal research and development	10,769	2033
Connecticut research and development	3,119	N/A
Connecticut other credits	18	2023
Federal contribution carryforward	30	2023
CA research and development	140	N/A

FAIR VALUE OF FINANCIAL INSTRUMENTS

12 Months Ended

Dec. 31, 2022

FAIR VALUE OF FINANCIAL INSTRUMENTS [Abstract]

FAIR VALUE OF FINANCIAL INSTRUMENTS

5. FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value.

The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The Company utilizes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

●

Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access.

●

Level 2 - Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

●

Level 3 - Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The carrying value of cash and cash equivalents, accounts payable and accrued expenses and other current liabilities approximates their fair values due to the short-term or on demand nature of these instruments. Fixed income mutual funds were valued using quoted market prices and accordingly were classified as Level 1.There were no transfers between fair value measurement levels during the years ended December 31, 2022 and 2021.

The Company accounted for the warrants as liabilities in accordance with ASC 815-40 and are presented as Warrant liabilities on the consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented as Change in fair value of warrant liabilities in the consolidated statements of operations and comprehensive loss.

The Public Warrants and Private Warrants were carried at fair value as of December 31, 2022 and 2021. The Public Warrants were valued using Level 1 inputs as they are traded in an active market. The Private Warrants were valued using a binomial lattice model, which results in a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Warrants was the expected volatility of the Company’s Class A common stock. The expected volatility was based on consideration of the implied volatility from the Company’s own public warrant pricing and on the historical volatility observed at guideline public companies. As of December 31, 2022, the significant assumptions used in preparing the binomial lattice model for valuing the Private Warrants liability include (i) volatility of 75.1%, (ii) risk-free interest rate of 4.10%, (iii) strike price of $11.50, (iv) fair value of common stock of $1.83, and (v) expected life of 3.4 years. As of December 31, 2021, the significant assumptions used in preparing the binomial lattice model for valuing the Private Warrants liability include (i) volatility of 51.4%, (ii) risk-free interest rate of 1.18%, (iii) strike price of $11.50, (iv) fair value of common stock of $7.87, and (v) expected life of 4.4 years.

The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy:

			Fair Value Measurement Level
	Total		Level 1		Level 2		Level 3
December 31, 2022:
Assets:
Cash and cash equivalents - Money Market	$	83,079	$	83,079	$	-	$	-
Marketable securities		266,990		266,990		-		-
Total assets at fair value on a recurring basis	$	350,069	$	350,069	$	-	$	-

Liabilities:
Public Warrants	$	958	$	958	$	-	$	-
Private Warrants		38		-		-		38
Total liabilities at fair value on a recurring basis	$	996	$	958	$	-	$	38

			Fair Value Measurement Level
	Total		Level 1		Level 2		Level 3
December 31, 2021:
Assets:
Cash and cash equivalents - Money Market	$	33,965	$	33,965	$	-	$	-
Marketable securities		435,519		435,519		-		-
Total assets at fair value on a recurring basis	$	469,484	$	469,484	$	-	$	-

Liabilities:
Public Warrants	$	6,900	$	6,900	$	-	$	-
Private Warrants		339		-		-		339
Total liabilities at fair value on a recurring basis	$	7,239	$	6,900	$	-	$	339

- 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

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2022

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES [Abstract]

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:

	December 31, 2022		December 31, 2021
Employee compensation and benefits	$	5,548	$	2,680
Contracted services		3,616		2,606
Business acquisition costs and contingencies		343		1,331
Legal fees		839		636
Other		88		23
Total accrued expenses and other current liabilities	$	10,434	$	7,276

EQUITY INCENTIVE PLAN (Tables)

12 Months Ended

Dec. 31, 2022

EQUITY INCENTIVE PLAN [Abstract]

Stock Option Activity

A summary of the stock option activity is presented in the table below:

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2021		7,726,972		$	5.14		7.58	$	24,511
Granted		14,271,330			3.04
Exercised		(1,123,249	)		2.45
Forfeited		(1,447,298	)		5.43
Outstanding at December 31, 2022		19,427,755		$	3.69		8.68	$	378
Options exercisable at December 31, 2022		4,699,029		$	3.95		6.26	$	333
Vested and expected to vest at December 31, 2022		16,930,158		$	3.70		8.57	$	370

Assumptions Used to Value Option Grants

The assumptions used to value option grants to employees and nonemployees for the years ended December 31, 2022, 2021 and 2020 were as follows:

	2022	2021	2020
Risk-free interest rate	1.7% – 4.2%	0.9% – 1.4%	0.3% – 0.6%
Expected dividend yield	0%	0%	0%
Expected term	5.5 years – 6.4 years	5.5 years – 6.3 years	5.0 years – 6.0 years
Expected volatility	58% - 64%	54% - 70%	70%

RSU Activity

A summary of the RSU activity is presented in the table below:

	Number of Shares Underlying RSUs			Weighted Average Grant-Date Fair Value
Outstanding non-vested RSUs at December 31, 2021		4,586,972		$	8.00
Granted		66,666			3.00
Vested		(798,575	)		8.24
Forfeited		(1,836,614	)		7.26
Outstanding non-vested RSUs at December 31, 2022		2,018,449		$	8.41

Stock-Based Compensation

The Company’s stock-based compensation is allocated to the following operating expense categories as follows:

	Years Ended December 31,
	2022		2021		2020
Research and development	$	4,548	$	5,718	$	1,290
Selling, general and administrative		6,658		19,200		634
Total stock-based compensation	$	11,206	$	24,918	$	1,924

WARRANT LIABILITIES

12 Months Ended

Dec. 31, 2022

WARRANT LIABILITIES [Abstract]

WARRANT LIABILITIES

12. WARRANT LIABILITIES

Public Warrants

As of December 31, 2022 and 2021, there were an aggregate of 3,833,319 outstanding Public Warrants, respectively, which entitle the holder to acquire Class A common stock. Each whole warrant entitles the registered holder to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment as discussed below, beginning on September 9, 2021. The warrants will expire on June 10, 2026 or earlier upon redemption or liquidation.

Redemptions

At any time while the warrants are exercisable, the Company may redeem not less than all of the outstanding Public Warrants:

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and

•

if, and only if, the closing price of the Company’s common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.

If the foregoing conditions are satisfied and the Company issues a notice of redemption of the Public Warrants at $0.01 per warrant, each holder of Public Warrants will be entitled to exercise his, her or its Public Warrants prior to the scheduled redemption date.

If the Company calls the Public Warrants for redemption for $0.01 as described above, the Company’s Board of Directors may elect to require any holder that wishes to exercise his, her or its Public Warrants to do so on a “cashless basis.” If the Company’s Board of Directors makes such election, all holders of Public Warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” over the exercise price of the warrants by (y) the “fair market value”. For purposes of the redemption provisions of the warrants, the “fair market value” means the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

The Company evaluated the Public Warrants under ASC 815-40, in conjunction with the SEC Division of Corporation Finance’s April 12, 2021 Public Statement, Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Statement”), and concluded that they do not meet the criteria to be classified in stockholders’ equity. Specifically, the exercise of the warrants may be settled in cash upon the occurrence of a tender offer or exchange offer in which the maker of the tender offer or exchange offer, upon completion of the tender offer or exchange offer, beneficially owns more than 50% of the outstanding shares of the Company’s Class A common stock, even if it would not result in a change of control of the Company. This provision would preclude the warrants from being classified in equity and thus the warrants should be classified as a liability.

Private Warrants

As of December 31, 2022 and 2021, there were 135,000 Private Warrants outstanding, respectively. The Private Warrants are identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its permitted transferees, (i) the Private Warrants and the shares of Class A common stock issuable upon the exercise of the Private Warrants were not transferable, assignable or saleable until 30 days after the completion of the Business Combination, (ii) the Private Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and (iii) the Private Warrants are not subject to the Company’s redemption option at the price of $0.01 per warrant. The Private Warrants are subject to the Company’s redemption option at the price of $0.01 per warrant, provided that the other conditions of such redemption are met, as described above. If the Private Warrants are held by a holder other than the Sponsor or any of its permitted transferees, the Private Warrants will be redeemable by the Company in all redemption scenarios applicable to the Public Warrants and exercisable by such holders on the same basis as the Public Warrants.

The Company evaluated the Private Warrants under ASC 815-40, in conjunction with the SEC Statement, and concluded that they do not meet the criteria to be classified in stockholders’ equity. Specifically, the terms of the warrants provide for potential changes to the settlement amounts depending upon the characteristics of the warrant holder, and, because the holder of a warrant is not an input into the pricing of a fixed-for-fixed option on equity shares, such provision would preclude the warrant from being classified in equity and thus the warrant has been classified as a liability.

The fair value of warrant liabilities was $996 and $7,239 as of December 31, 2022 and 2021, respectively. The Company recognized gains of $6,243 and $4,379 as a Change in fair value of warrant liabilities in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2022 and 2021, respectively. There were no exercises or redemptions of the Public Warrants or Private Warrants during the years ended December 31, 2022 or 2021. There were no Public Warrants or Private Warrants outstanding during the year ended December 31, 2020.

See Note 5 “Fair Value of Financial Instruments” for further detail.

LEASES (Tables)

12 Months Ended

Dec. 31, 2022

LEASES [Abstract]

Lease-Related Costs

Lease-related costs for the years ended December 31, 2022 and 2021 are as follows:

	Years Ended December 31,
	2022		2021
Operating lease cost	$	3,182	$	630
Short-term lease cost		445		524
Variable lease cost		1,370		63
Total lease cost	$	4,997	$	1,217

Other Information Related to Leases

Other information related to operating leases as of December 31, 2022 and 2021 is as follows:

	December 31,			December 31,
	2022			2021
Weighted-average remaining lease term (years)		7.3			5.9
Weighted-average discount rate		7.9	%		7.0	%

The following table provides certain cash flow and supplemental cash flow information related to the Company’s lease liabilities for the years ended December 31, 2022 and 2021:

	Years Ended December 31,
	2022		2021
Operating cash paid to settle operating lease liabilities	$	2,390	$	293

Right-of-use assets obtained in exchange for lease liabilities	$	10,033	$	7,388

Future Minimum Rental Payments under Non-cancelable Operating Lease

Future minimum lease payments under non-cancellable leases as of December 31, 2022 are as follows:

	Operating Leases
2023	$	4,284
2024		4,394
2025		4,507
2026		4,590
2027		4,554
Thereafter		12,811
Total undiscounted lease payments	$	35,140
Less: Imputed interest		8,590
Less: Lease incentives (1)		9,104
Total lease liabilities	$	17,446

⁽¹⁾	Includes lease incentives that may be realized in 2023 for the costs of leasehold improvements.

CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands	Common Stock [Member] Class A Common Stock [Member]	Common Stock [Member] Class B Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Balance at Dec. 31, 2019					$ 160,555
Balance (in shares) at Dec. 31, 2019					84,201,570
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuance of Series E convertible preferred stock, net of issuance costs					$ 35,259
Issuance of Series E convertible preferred stock, net of issuance costs (in shares)					6,587,698
Balance at Dec. 31, 2020					$ 195,814
Balance (in shares) at Dec. 31, 2020					90,789,268
Balance at Dec. 31, 2019	$ 1	$ 0	$ 10,530	$ (135,630)	$ (125,099)
Balance (in shares) at Dec. 31, 2019	5,263,403	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	$ 0	$ 0	0	(36,613)	(36,613)
Issuance of series E convertible preferred stock, net of issuance costs	$ 0	$ 0	0	0	0
Issuance of series E convertible preferred stock, net of issuance costs (in shares)	0	0
Common stock issued upon exercise of stock options	$ 0	$ 0	63	0	63
Common stock issued upon exercise of stock options (in shares)	114,884	0
Stock-based compensation	$ 0	$ 0	1,924	0	1,924
Balance at Dec. 31, 2020	$ 1	$ 0	12,517	(172,243)	(159,725)
Balance (in shares) at Dec. 31, 2020	5,378,287	0
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuance of Series E convertible preferred stock, net of issuance costs					$ (4)
Issuance of Series E convertible preferred stock, net of issuance costs (in shares)					0
Conversion of the convertible preferred stock into Class A and B common stock					$ (195,810)
Conversion of the convertible preferred stock into Class A and B common stock (in shares)					(90,789,268)
Balance at Dec. 31, 2021					$ 0
Balance (in shares) at Dec. 31, 2021					0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	$ 0	$ 0	0	(94,989)	$ (94,989)
Issuance of series E convertible preferred stock, net of issuance costs	$ 0	$ 0	0	0	0
Issuance of series E convertible preferred stock, net of issuance costs (in shares)	0	0
Common stock issued upon exercise of stock options and vesting of restricted stock units	$ 0	$ 0	5,618	0	5,618
Common stock issued upon exercise of stock options and vesting of restricted stock units (in shares)	2,935,595	0
Conversion of the convertible preferred stock into common stock	$ 5	$ 2	195,803	0	195,810
Conversion of the convertible preferred stock into common stock (in shares)	52,466,941	19,937,500
Net equity infusion from the Business Combination	$ 6	$ 0	501,164	0	501,170
Net equity infusion from the Business Combination (in shares)	56,708,872	0
Majelac Technologies LLC Acquisition	$ 0	$ 0	4,232	0	4,232
Majelac Technologies LLC Acquisition (in shares)	535,715	0
Stock-based compensation	$ 0	$ 0	24,918	0	24,918
Balance at Dec. 31, 2021	$ 12	$ 2	744,252	(267,232)	477,034
Balance (in shares) at Dec. 31, 2021	118,025,410	19,937,500
Balance at Dec. 31, 2022					$ 0
Balance (in shares) at Dec. 31, 2022					0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	$ 0	$ 0	0	(132,442)	$ (132,442)
Common stock issued upon exercise of stock options and vesting of restricted stock units	$ 0	$ 0	2,757	0	2,757
Common stock issued upon exercise of stock options and vesting of restricted stock units (in shares)	1,921,824	0
Majelac Technologies LLC Acquisition	$ 0	$ 0	151	0	151
Majelac Technologies LLC Acquisition (in shares)	59,523	0
Stock-based compensation	$ 0	$ 0	11,206	0	11,206
Balance at Dec. 31, 2022	$ 12	$ 2	$ 758,366	$ (399,674)	$ 358,706
Balance (in shares) at Dec. 31, 2022	120,006,757	19,937,500

INCOME TAXES, Tax Carryforwards (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Tax Carryforwards [Abstract]
Research and development tax credit receivables	$ 1,247	$ 1,247
Unrecognized tax benefits	0	0	$ 0
Prepaid Expenses and Other Current Assets [Member]
Tax Carryforwards [Abstract]
Research and development tax credit receivables	206	206	872
Research and Development Expenses [Member]
Tax Carryforwards [Abstract]
Net benefit from exchange of research and development tax credit carryforwards		206	$ 872	$ 182
Federal [Member]
Tax Carryforwards [Abstract]
Tax carryforward	30	$ 30
Federal [Member] \| Minimum [Member]
Tax Carryforwards [Abstract]
Expiration date		Dec. 31, 2023
Connecticut [Member]
Tax Carryforwards [Abstract]
Percentage of research and development tax credit carryforwards exchanged for cash		65.00%
Research and Development [Member] \| Tax Year 2021 [Member]
Tax Carryforwards [Abstract]
Net benefit from exchange of research and development tax credit carryforwards	375
Research and Development [Member] \| Federal [Member]
Tax Carryforwards [Abstract]
Tax carryforward	10,769	$ 10,769
Research and Development [Member] \| Federal [Member] \| Minimum [Member]
Tax Carryforwards [Abstract]
Expiration date		Dec. 31, 2033
Research and Development [Member] \| Connecticut [Member]
Tax Carryforwards [Abstract]
Tax carryforward	3,119	$ 3,119
Research and Development [Member] \| California [Member]
Tax Carryforwards [Abstract]
Tax carryforward	140	140
Other Credits [Member] \| Connecticut [Member]
Tax Carryforwards [Abstract]
Tax carryforward	$ 18	$ 18
Other Credits [Member] \| Connecticut [Member] \| Minimum [Member]
Tax Carryforwards [Abstract]
Expiration date		Dec. 31, 2023

LEASES, Other Information Related to Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Weighted Average Remaining Term and Discount Rate [Abstract]
Weighted-average remaining lease term	7 years 3 months 18 days	5 years 10 months 24 days
Weighted-average discount rate	7.90%	7.00%
Cash Flow and Supplemental Noncash Information [Abstract]
Operating cash paid to settle operating lease liabilities	$ 2,390	$ 293
Right-of-use assets obtained in exchange for lease liabilities	$ 10,033	$ 7,388

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Warrant Liabilities (Details)	Sep. 09, 2020 shares
Warrant Liabilities [Abstract]
Number of warrants issued per unit issued during IPO (in shares)	0.33

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Investments in Marketable Securities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Investments in Marketable Securities [Abstract]
Unrealized losses on marketable securities	$ (16,161)	$ (5,023)	$ 0
Realized losses on marketable securities	(4,442)	0	0
Dividend income from marketable securities	$ 5,301	$ 2,549	$ 97

ACQUISITION (Tables)

12 Months Ended

Dec. 31, 2022

BUSINESS COMBINATION/ACQUISITION [Abstract]

Purchase Price Allocation for Majelac Technologies LLC

The following table summarizes the final purchase price allocation at the Majelac Closing Date as follows:

	Purchase Price Allocation
Prepaid expenses and other current assets	$	27
Property and equipment, net		906
Goodwill		9,483
Total	$	10,416

LEASES, Lease-Related Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Lease-Related Costs [Abstract]
Operating lease cost	$ 3,182	$ 630
Short-term lease cost	445	524
Variable lease cost	1,370	63
Total lease cost	$ 4,997	$ 1,217

EQUITY INCENTIVE PLAN, Stock-Based Compensation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Stock-Based Compensation [Abstract]
Stock-based compensation	$ 11,206	$ 24,918	$ 1,924
Total unrecognized stock-based compensation expense	$ 26,387	$ 34,058
Remaining weighted average vesting period	3 years 1 month 6 days	2 years 1 month 6 days
Research and Development [Member]
Stock-Based Compensation [Abstract]
Stock-based compensation	$ 4,548	$ 5,718	1,290
Selling, General and Administrative Expenses [Member]
Stock-Based Compensation [Abstract]
Stock-based compensation	$ 6,658	$ 19,200	$ 634

STOCKHOLDERS' EQUITY (DEFICIT) (Details)	Dec. 31, 2022 Vote $ / shares shares	Dec. 31, 2021 $ / shares shares	Jun. 09, 2021 shares	Jun. 08, 2021 shares
Common Stock [Abstract]
Common stock, shares authorized (in shares)			600,000,000	380,000,000
Preferred Stock [Abstract]
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Preferred stock, shares outstanding (in shares)	0	0
Common Class A [Member]
Common Stock [Abstract]
Common stock, shares authorized (in shares)	600,000,000	600,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common stock, shares outstanding (in shares)	120,006,757	118,025,410
Number of votes per share \| Vote	1
Common Class B [Member]
Common Stock [Abstract]
Common stock, shares authorized (in shares)	27,000,000	27,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common stock, shares outstanding (in shares)	19,937,500	19,937,500
Number of votes per share \| Vote	20

ACQUISITION (Details) $ in Thousands			3 Months Ended	12 Months Ended
ACQUISITION (Details) $ in Thousands	May 04, 2022 USD ($) Milestone	Nov. 05, 2021 USD ($) Milestone shares	Dec. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Acquisition [Abstract]
Cash paid for acquisition				$ 0	$ 4,632	$ 0
Payment of additional purchase price consideration				500	0	0
Payment of additional milestone-based consideration for first of two milestones				348	0	0
Purchase Price Allocation [Abstract]
Goodwill			$ 0	0	9,483
Goodwill impairment				$ 9,483	0	$ 0
Majelac [Member]
Acquisition [Abstract]
Cash paid for acquisition	$ 900	$ 4,632
Reimbursement for certain recently purchased equipment		$ 132
Shares issued (in shares) \| shares		535,715
Shares issued		$ 4,232
Additional shares to be issued to satisfy unresolved claims for indemnification (in shares) \| shares		59,523
Additional shares to be issued to satisfy unresolved claims for indemnification		$ 471
Period to issue additional shares after Closing Date				12 months
Legal fees assumed		50
Cash held back		500
Period to hold cash back				6 months
Additional milestone-based consideration		800
Fair value of additional milestone-based consideration		531
Payment of additional purchase price consideration	500
Payment of additional milestone-based consideration for first of two milestones	$ 400
Fair value of additional milestone-based consideration for first of two milestones		$ 348
Number of milestones met \| Milestone	1
Number of milestones to be met \| Milestone		2
Purchase Price Allocation [Abstract]
Prepaid expenses and other current assets		$ 27
Property and equipment, net		906
Goodwill		9,483
Total		$ 10,416
Amortization period for goodwill for tax purposes				15 years
Goodwill impairment			$ 9,483
Acquisition-related costs				$ 26	$ 106

BUSINESS COMBINATION (Details) - HighCape [Member] $ / shares in Units, $ in Thousands		12 Months Ended
	Jun. 10, 2021 USD ($) $ / shares shares	Dec. 31, 2022 Vote	Feb. 18, 2021
Business Combination [Abstract]
Exchange Ratio			0.7975
Class A Common Stock [Member]
Business Combination [Abstract]
Shares outstanding (in shares)	116,463,160
Votes per share \| Vote		1
Class A Common Stock [Member] \| PIPE Investors [Member]
Business Combination [Abstract]
Shares issued (in shares)	42,500,000
Share price (in dollars per share) \| $ / shares	$ 10
Aggregate gross proceeds \| $	$ 425,001
Class A Common Stock [Member] \| Certain Affiliates of Foresite Capital Management, LLC [Member]
Business Combination [Abstract]
Shares issued (in shares)	696,250
Share price (in dollars per share) \| $ / shares	$ 0.001
Aggregate gross proceeds \| $	$ 1
Class B Common Stock [Member]
Business Combination [Abstract]
Shares outstanding (in shares)	19,937,500
Votes per share \| Vote		20
Class B Common Stock [Member] \| Minimum [Member]
Business Combination [Abstract]
Percentage of total shares that must be beneficially owned included in sunset provision		20.00%